1.  The Terms

1.1 Tabby provides to our customers a range of innovative consumer purchasing solutions, including buy now pay later services (“BNPL”); cashback services and such other consumer solutions as we make available through any of our consumer channels (each a “Tabby Service” and collectively the “Tabby Services”).

1.2  The Tabby Services are provided by Tabby FZ-LLC, a company registered in Dubai, UAE (“Tabby”) (and Tabby is also referred to throughout the terms and conditions set out below (“Terms”)  as "we", "us" or "our").

1.3 Before registering for a Tabby Account at tabby.ai (“Website”), or downloading and installing the Tabby app (“App”), you must agree to be bound by these Terms.

1.4 You should read the Terms carefully before you agree to be bound by them and you should determine whether the Tabby Services are appropriate for you given your personal or financial circumstances.

1.5 You should print a copy of the Terms for your records.

1.6 We reserve the right to change the Terms at any time by updating the App and our Website to incorporate any new or amended terms, an email will be sent to your registered email account with us informing you of the update / change.

1.7 You are responsible for regularly reviewing information posted on the App or Website to obtain timely notice of amendments to these Terms and to submit your agreement to them.

2. Tabby Services

Buy Now Pay Later:

2.1 On the condition you have applied for a Tabby Account with Tabby, which has been approved (“Tabby Account”), you will be able to use our BNPL to buy products and/or services (“Products”) with associated offline and online retailers (“Merchants”) using BNPL.

2.2 BNPL allows you to pay for the total cost of a Product (“Total Amount”) through smaller equal payment amounts which are paid on specific agreed dates (“Due Dates”) as designated amounts (“Installments”).

2.3  You can also apply to use BNPL at checkout, with certain Merchants.

2.4 Approval of a checkout application will be subject to our review of your data and circumstances.

2.5 We explicitly reserve the right, at our absolute discretion, to decline your application for BNPL at any time without giving reasons for doing so.

2.6 If your Tabby Account has a sufficient balance or your BNPL application is approved (as appropriate), we will pay the Merchant the Total Amount for the Products you purchase on your behalf, and you agree to repay the Total Amount to us us in full via the agreed Installments, in accordance with these Terms.

2.7 The amount you owe to Tabby at any one time will be the Total Amount, less, any installments  (if any) you have already paid (“Total Amount Due”) and will be displayed as a figure in your Tabby Account.

2.8 It is important to note that benefits that may be offered by your bank or credit card issuer with respect to purchases of Products from Merchants may not be applicable to purchases made through us, and we do not represent or warrant that any purchase protection, extended warranty, or other such benefits offered by such third parties will be available to you if you make purchases through the Tabby Services.

2.9 Our BNPL is only available to eligible persons. Whether you are eligible will be determined by us at our discretion and will depend on numerous factors such as our assessment of your creditworthiness, your history of transactions, the Merchant's account history, as well as the following criteria:

2.9.1 you are living in the United Arab Emirates and have provided your permanent residential address;

2.9.2 you are 18 years of age or older;

2.9.3 you have an active email account registered in your name;

2.9.4 you have an active mobile phone number registered in your name;

2.9.5 you have provided all your information and documentation requested by us; and

2.9.6 you declare that any payment obligations arising from your purchase will be met by you pursuant to the payment terms agreed at the time of purchase.

2.10 We may provide you, at our sole discretion, with offers and benefits such as discounts, special events, pre-access to products, sales promotions, Merchant offers, sampling and giveaways. Any such offers or benefits will be subject to separate terms and conditions as notified to you.

Pay Later:

2.11 On the condition you have a Tabby Account you will be able to use our Pay Later service to buy Products with associated Merchants.

2.12 Pay Later allows you to pay for the total cost of a number of Products (“Products Amount”) via your monthly bill, paid as a single payment on the specific monthly billing date (“Billing Date”).

2.13 You can also apply to use Pay Later at checkout, with certain Merchants.

2.14 Approval of a checkout application will be subject to our review of your data and circumstances.

2.15 We explicitly reserve the right, at our absolute discretion at any time, to decline your application for Pay Later application, based on our review of your data and circumstances, and will inform you of our decision.

2.16 If your Tabby Account has a sufficient balance or your Pay Later application is approved (as appropriate), we will pay the Merchants the Products Amount for the Products you purchased, on your behalf. You agree to repay the Products Amount to us in full via one payment on your Billing Date in accordance with these Terms.

2.17 Pay Later is only available to eligible persons. Whether you are eligible will be determined by us at our discretion and will depend on numerous factors such as our assessment of your creditworthiness, your history of transactions, the Merchant's account history, as well as the following criteria:

2.17.1 you are living in the United Arab Emirates and have provided your permanent residential address;

2.17.2 you are 18 years of age or older;

2.17.3 you have an active email account registered in your name;

2.17.4 you have an active mobile phone number registered in your name;

2.17.5 you have provided all your information and documentation requested by us; and

2.17.6 you declare that any payment obligations arising from your purchase will be met by you pursuant to the payment terms agreed at the time of purchase.

Pay in full:

2.18 If you have a Tabby Account, we may at our discretion allow you to use our Pay In Full service to buy Products with certain Merchants and pay the entire Products Amount at the time of checkout.

2.19 We explicitly reserve the right, at our absolute discretion at any time, to decline your application for Pay in Full, based on our review of your data and circumstances, and will inform you of our decision.

2.20 If your Pay In Full application is approved, we will pay the Merchants the Products Amount for the Products you purchased, on your behalf. You agree to repay the Products Amount to us in full and authorize Tabby to charge such amount to your selected payment method immediately upon checkout.

2.21 If you are entitled to a refund in accordance with the Merchant’s refund policy and these Terms, the full amount paid under the "Pay in Full" option will be refunded to the original payment method used.

2.22 Orders paid in full can be canceled before the order is processed for shipment. If canceled after payment has been made, a full refund will be issued, subject to our cancellation policy.

Tabby Cashback:

2.23 On the condition you have a Tabby Account, you may also elect to use our Tabby Cashback service separately or together with our BNPL in accordance with section 10 below.

Tabby +:

2.24 Features of Tabby+:

2.24.1 If you are invited to take part in the promotion, you now have the opportunity to pay for anything, wherever VISA is accepted except for goods and services that are disallowed to be purchased using Tabby as per regulation. These include Wire transfers, prohibited items by law, Rent payments, repayment of loans and wallet top-ups, charity contributions, court fees and fines, bail and bond payments, government services and other similar services. Tabby reserves the right to amend the acceptance network at any time

2.24.2 Tabby+ also grants you access to other unique features such as our cashback service.

2.25 Service Fee:

2.25.1 You will incur a fee for the use of Tabby+. The specific fee will be disclosed at the time of you availing the service, along with any promotional offers that you may be eligible for.

2.25.2 Please note that the service fee and promotional offers available may vary and are subject to change at Tabby's sole discretion.

2.26 Activation and Cancellation:

2.26.1 Tabby+ will automatically activate when you make your first purchase outside of our network of partner stores.

2.26.3  You can cancel Tabby+ at any time through the App.

2.26.4 Following the agreed promotional period, you must settle your Statement and any outstanding balance, including the Service fees, in full prior to cancellation.

2.27 Suspension and termination:

2.27.1 As a valued Tabby+ user, you acknowledge and agree that you are responsible for making timely repayments in accordance with the agreed repayment terms. Failure to meet these obligations may lead to certain consequences.

2.27.2 In the event that you fail to make a repayment within the agreed repayment period or if you breach any of the Service Terms, Tabby reserves the right to suspend your access to Tabby+.

2.27.3 It's important to note that, even in the event of suspension, you will continue to be charged the Tabby+ service fee until such time as any outstanding balance and amounts are repaid in full.

2.27.4 Your access to Tabby+ may be reinstated upon the full repayment of the outstanding balance and amounts owed, and upon ensuring compliance with the Service Terms.

2.27.5 In the event of access suspension, you will be duly notified by Tabby through the contact information provided in your user profile. Please ensure that your contact information is accurate and up to date.

2.27.6 Tabby shall not be liable for any fees, charges, or expenses incurred by you due to the suspension of access to Tabby+.

2.27.7 To regain access to Tabby+, you must promptly settle any outstanding balance and adhere to the Service Terms. This includes making any necessary repayments and rectifying any breaches.

2.27.8 It is your responsibility to familiarize yourself with the Service Terms, as well as to ensure that you fully comply with them to maintain uninterrupted access to Tabby+.

2.27.9 Tabby retains the right to terminate or restrict your access to Tabby+ if deemed necessary, in accordance with the Service Terms and applicable laws and regulations.

2.27.10 In case of any dispute or concerns regarding access suspension, please contact the Tabby Customer Service Team.

2.28 Tabby+ Cashback:

2.28.1 On the condition you have activated Tabby+, you may also elect to use our Tabby+ Cashback service in accordance with the terms of the Tabby+ Cashback promotion and section  together with your Tabby Card.

2.28.2 Please be aware that Tabby reserves the right to modify the structure of Tabby+ Cashback service or any Tabby+  benefits at our sole discretion, the modification will always be communicated to you and may be subject to your acceptance in order for you to continue accessing the relevant Tabby Service

Other Tabby Services:

2.29 On the condition you have a Tabby Account you may also elect to use any of the other Tabby Services which are made available to you either as a permanent service or as part of promotion.

2.30 Such other Tabby Services may be subject to supplemental or promotional terms (“Tabby Service Terms”) which you will be required to enter alongside these Terms before accessing such Tabby Service.

2.31 Together the Tabby Service Terms and the Terms will make up your agreement for such Tabby Service with Tabby.

2.32 If there are any conflicts between the Tabby Service Terms and the Terms on the same subject in respect of the Tabby Service, the Tabby Service Terms shall prevail.

2.33 Please be aware that Tabby reserves the right to modify any Tabby Service or the Tabby Service Terms at our sole discretion, such modification will always be communicated to you and may be subject to your acceptance in order for you to continue accessing the relevant Tabby Service.

3.Your Information

3.1 You agree that when you provide information to us, you will only and at all times provide true, accurate, current and complete information, and you agree not to misrepresent your identity or any of your account information or related details.

3.2 You further agree to keep your Tabby Account information up to date and accurate. You warrant and represent that any residential address, email address or mobile phone number that you provide to us is current and belongs to you. You agree to notify us promptly when you change your residential address, email address, or mobile phone number.

3.3 We store information about your previous purchases and transactions through Tabby Services for compliance purposes, to improve your use of the Tabby Services, and to provide you with offers and benefits.

3.4 You agree that Tabby may at any time make inquiries about you and request any information about you that Tabby requires to provide you with a Tabby Service,,, including but not limited to your credit score or a credit indicator relating to you that Tabby considers appropriate from any financial institution, credit bureau, or reference agency (including the Al Etihad Credit Bureau) or any other source that Tabby considers necessary, to assess your eligibility to use the Tabby Services. A credit score may also be requested in connection with an extension or increase of your spending limit, account renewal, account collection action, or dispute investigation.

3.5 You hereby authorize Tabby (and those organizations acting on its behalf) to make such inquiries and obtain such information about you without the need for further consent or approval from you or notification to you, for the purposes of determining your eligibility for the Tabby Services..

3.6 We may also disclose any information aggregated by us or report your repayment history and credit behavior to any credit bureaus (including Al Etihad Credit Bureau) or any other agency authorized and approved by the UAE Central Bank (“CBUAE”), in accordance with our obligations under applicable law or as mandated by the CBUAE.

4.  Payment Methods and Statements

Payment Methods

4.1 Before completing any transaction on your behalf through the Tabby Services, you must agree to these Terms and any specific terms applicable to that transaction.

4.2 Clicking the“Buy Now” button indicates that you have read, understood and accepted these Terms in full and that you do accept your obligation to pay the Total Amount, including any fees and any other transactions that may be charged to your account, in accordance with the Terms.

4.3 You acknowledge that a down payment must be paid before you are accepted for the Tabby Services, this will become the first Installment which is immediately due and payable.

4.4 Every subsequent Installment payment (or first payment, if no down payment is required) is due pursuant to the set Installment billing cycle as shown on your Tabby Account.

4.5 We may not always issue you notices or reminders of any upcoming Installment payment dates. The Installment payment instructions are available on our Website/App and/or the billing statement in your Tabby Account.

4.6 Dependent on the Tabby Service, Tabby will accept various funding sources, including debit or credit cards, but not prepaid cards. We may, at our absolute discretion, refuse to accept any debit or credit card that has an expiry date which is within twelve (12) months of the Product purchase date.

4.7 We may require you to register more than one card or funding source to your Tabby Card, to be used in respect of the repayment of your Installments and will ask you to select a default from which Instalments will be taken directly.

4.8 In the event your default card, or funding source cannot be charged, including for Installment plans or registered subscriptions, you hereby authorize Tabby to directly charge any other funding source registered to your Tabby Account at Tabby’s discretion.

4.9 You may at any time pay, in whole or in part, the Total Amount Due, without any additional charge for prepayment.

4.10 We will at all times, determine, at our absolute discretion, any acceptable methods of payment, and may discontinue accepting any particular payment method at any time for any reason.

4.11 Should you use a credit card or other payment method that is reversible, you hereby waive any rights to make such chargebacks or reversals.

4.12 We may delay making credit available on your Tabby Account in the amount of your payment until, such time we have received the payment in clear funds.

4.13 If your credit or debit card is replaced, canceled, no longer valid, or you wish to use a different card, you must log on to the Tabby Platform and provide an eligible card at least 3 business days before your next Installment due date. Tabby may, at its absolute discretion, refuse to accept the removal or replacement of any payment method.

4.14 It is your responsibility to ensure that, until the Total Amount Due is paid, the credit or debit card you present for payment at the time of purchase, or anytime thereafter, remains valid, is not canceled, and has sufficient available balance or available credit to pay all Installments and to accept pre-authorizations that may be made under these Terms.

4.15 You have the right to stop a payment on an added credit or debit card by providing a replacement card in the Tabby App at least 3 business days before your next payment Installment due date. Tabby may, at its absolute discretion, refuse to accept the removal or replacement of any payment method.

Statements:

4.16 Upon accessing Tabby Services, you will be granted access to Statements that outline the methods and procedures for making repayments under the applicable Tabby Service.

4.17 For your convenience, all payments from individual purchases will be consolidated into a single monthly Statement. This Statement will provide:

4.17.1 A single due date

4.17.2 A unified billing cycle.

4.18 Your billing cycle commences upon making your first purchase. This initial purchase triggers the creation of your first Statement. Any purchases made within the subsequent 30 days will be included in this Statement.

4.19 Each Statement you receive will detail the following:

4.19.1 the next payment amount for each purchase.

4.19.2 Payment due dates for each purchase.

4.19.3 Any applicable service fees (if relevant for the Tabby Service).

4.20 You agree that if you miss a payment outlined under your Statement, Tabby will assess a late fee, which will be added to your Total Amount Due. The late fee will be determined by Tabby based on the outstanding Statement amount and your customer profile with Tabby. The structure for late fees is as follows:

4.20.1 Initial Late Fee: A late fee will be applied immediately upon a missed payment.

4.20.2 Late Fee: If the installment is not paid within 14 days after the due date, an additional late fee will be charged.

4.20.3 Further Late Fee: If the installment remains unpaid for 28 days after the due date, another additional late fee will be charged.

Tabby calculates these fees to ensure fairness and to encourage timely payments. The exact amount of the late fee will vary based on the factors mentioned above. If you have any questions or concerns about late fees or your payment schedule, please don't hesitate to contact our customer service team for assistance.

4.21 We may initiate debt collection procedures and incur (extra-judicial) costs to recover any Statement amounts due. These costs will be set out in your Tabby Account and will be added to the Total Amount.

4.22 We can additionally require immediate payment of the Total Amount Due and, unless prohibited by applicable law, we can also require you to pay the costs we incur in any collection proceeding, as well as reasonable attorneys' fees if we refer your Tabby Account for collection to an attorney or collection agency.

4.23 You may be granted the option to view and settle your Statement in either of the following ways (as applicable):

4.21.1 Through the "Payments" section of the App; and/or

4.21.2 Within the Tabby Card section of the App.

5. Buy Now Pay Later:

5.1 By selecting our BNPL payment option at the checkout page, you authorize us to charge the eligible card you added and provided to us at checkout (or which you later provide to us) over time for the number of Installments that you have added at checkout.

5.2 The payment date, and amount of each Installment we will charge, will be shown on the Website before you complete your purchase.

5.3 You hereby authorize us or any of our authorized service providers to:

5.3.1 charge your added card for the amount of your down payment Installment on or after the date of the purchase;

5.3.2 charge your added card in the amount of each Installment on each Installment due date;

5.3.3 charge your added card for the Total Amount Due:

5.3.4 in an event of default, charge your added card the relevant Installment or the Total Amount Due under these Terms.

5.4 If any automatic charge of an Installment or the Total Amount Due fails, you are required to make the required payment immediately.

Pay Later:

5.5 By selecting our Pay Later payment option at the checkout page, you authorize us to charge the eligible card you added and provided to us at checkout (or which you later provide to us) over time on the Billing Date for the Products Amount.

5.6 The Billing Date, and Products Amount we will charge, will be shown on the Website before you complete your purchase.

5.7 You hereby authorize us or any of our authorized service providers to:

5.7.1 charge your added card in the amount of your payment on the Billing Date or after;

5.7.2 charge your added card for the Products Amount;

5.7.3 in the event of a default, charge your added card the Products Amount, including any late fees due and payable in accordance with these terms.

5.8 If any automatic charge of a Products Amount on the Billing Date fails, you are required to make the required payment immediately, alongside any applicable late fees due and payable in accordance with these terms.

6. Payment Default

6.1 We have the right, subject to any specific requirements under applicable law to provide you with a cure period, to declare you in default for any of the following reasons:

6.1.1 you fail to pay any Installment by the Due Date;

6.1.2 you commit any act or omission which we consider, acting significantly impairs your ability to pay or our ability to collect the amounts due from you;

6.1.3  you revoke your consent to electronic communications; or

6.1.4  you die or become legally incompetent.

6.2 If you are declared in default, you acknowledge we have the right to require you to pay the remaining total amount of all outstanding Installments immediately.

6.3 You agree we have the right to seek immediate payment of this amount by charging the credit or debit card you provided for pre-authorization under these Terms.

7. Late Payment.

7.1 In the event any Installment is not paid in full on the Due Date (“Late Payment”), you are obligated to pay additional collection fees calculated from the date you are in default.

7.2 You agree that if you miss an Installment payment, Tabby will assess a late fee, which will be added to your Total Amount Due. The late fee will be determined by Tabby based on the outstanding Installment amount and your customer profile with Tabby. The structure for late fees is as follows:

7.2.1 Initial Late Fee: A late fee will be applied immediately upon a missed payment.

7.2.2 Late Fee: If the installment is not paid within 14 days after the due date, an additional late fee will be charged.

7.2.3 Further Late Fee: If the installment remains unpaid for 28 days after the due date, another additional late fee will be charged.

Tabby calculates these fees to ensure fairness and to encourage timely payments. The exact amount of the late fee will vary based on the factors mentioned above. If you have any questions or concerns about late fees or your payment schedule, please don't hesitate to contact our customer service team for assistance.

7.3 We may initiate debt collection procedures and incur (extra-judicial) costs to recover any Late Payment due. These costs will be set out in your Tabby Account and will be added to the Total Amount.

7.4 We can additionally require immediate payment of the Total Amount Due and, unless prohibited by applicable law, we can also require you to pay the costs we incur in any collection proceeding, as well as reasonable attorneys' fees if we refer your Tabby Account for collection to an attorney or collection agency.

8.  Extend Due Date Option

8.1 An option to extend the Due Date of any Installment (either a BNPL payment or a payment due under a Statement) (“Extend Due Date Option”) may be offered at Tabby's sole discretion when you shop at certain Merchants.

8.2 If you think you will need more time to make funds available on your payment method before your Due Date, you may apply for the Extend Due Date Option.

8.3  You may choose the Extend Due Date Option only once per order.

8.4 If you choose to avail the Extend Due Date Option, you will incur a fee for this service. The specific fee amount and the duration of the extension period will be disclosed at the time of you availing the service and may vary based on Tabby's sole discretion.

8.5 Choosing the Extend Due Date Option does not affect or limit your obligations, including your obligation to pay Installments, under these Terms.

9.  Our Rights

9.1 We may set a total purchase limit (“Limit”) for you which will be disclosed on your Tabby Account when you login at our Website or open the App.

9.2 This limit is the total amount available to you for purchases with Merchants and reduces each time when you make a purchase.

9.3 We may change the Limit from time to time at our absolute discretion, based on a variety of factors, including but not limited to your creditworthiness, and payment and transaction history.

9.4 We may deny any transactions for any reason at our discretion. We are not liable for any refusal to honour a transaction or Tabby Account.

9.5 You hereby authorise Tabby to transfer international payment system operators payment card data you’ve provided to us when filling out forms on the Website or otherwise, and to receive from such operators confidential information, in particular - a report including a score from Visa or/and Mastercard and is formed using the data of your payment cards and transactions carried out with the use of such cards, the data of which are provided by yourself to Tabby, in order for us to make a decision on concluding a loan agreement.

9.6 You hereby authorise Tabby to coordinate with the Merchant, broker, or agent from whom you have made a purchase using Tabby, to downgrade or cancel your membership, subscription or any upcoming fulfillment or service.

9.7 You hereby authorize Tabby's Merchant, broker or agent partner, to liase with their vendors, suppliers and/or manufacturers if applicable, to enforce the aforementioned cancellation and/or downgrade.

9.8 We may at any time, and upon notice to you, assign (whether absolutely or by way of security) sell or transfer your Tabby Account or any amounts due on your Tabby Account to one or more third parties, either individually or as part of a pooled group of accounts.

9.9 The third party or parties to whom we make any such assignment, sale or transfer, shall be entitled to all our rights under these Terms, to the extent assigned, sold or transferred.

9.10 You acknowledge and agree that we may assign, sell or transfer our obligations under these Terms or in relation to your Tabby Account (whether in whole or in part) or assign, sell or transfer your contract with us (whether in whole or in part) to a third party or parties. This clause ‎9.10 shall constitute our prior notice of any such assignment, sale or transfer and your advance consent to any such assignment, sale or transfer.

9.11 The third party or parties to whom we make any such transfer of our obligations under these Terms or in relation to your Tabby Account (whether in whole or in part) or transfer of your contract as a whole, shall assume our obligations under these Terms or in relation to your Tabby Account, to the extent transferred.

9.12 We may disclose any information relating to your Tabby Account and your contract with us including information relating to your repayment history and credit behaviour to any person or entity to whom we make any such sale, assignment or transfer.

9.13 You hereby acknowledge, agree and consent:

9.13.1 to any security interests granted by Tabby in favour of HSBC UAE as applicable from time to time, each at the relevant time acting as security agent in the United Arab Emirates ( each a “Murabaha Security Agent”) over all its present and future rights, title and interest from time to time in and to all receivables, accounts payable, book and other debts, all proceeds and other rights to receive money under or in connection with these Terms;

9.13.2 to the perfection and registration of such security interests in the registry with the registry established by the president of the Dubai International Financial Centre (DIFC) pursuant to Article 36 (Security Registry) of DIFC Law No. 8 of 2005 in respect of the law of security, and includes any replacement or successor register, and with the Emirates Integrated Registries Company L.L.C. established in the United Arab Emirates and regulated by the regulations issued pursuant to Cabinet Resolution No. 29 of 2021 on the executive regulations of Federal Law No. 4 of 2020 regarding security over rights in movable assets, which was issued and published in the UAE Official Gazette on 21 March 2021, or any other successor register, entity or forum;

9.13.3 to the exercise by the Murabaha Security Agent (or any receiver or delegate) of any of its rights under such security interests;

9.13.4 to pay any amounts owing as such fall due under these Terms, as directed from time to time by the  Murabaha Security Agent in writing; 

9.13.5  not to claim or exercise any right of set-off or counterclaim in respect of these Terms; and

9.13.6 that you have been notified of the security having been, or to be created, on the terms and conditions set out in these Terms, as required under applicable law.

9.14 You hereby acknowledge and agree we are authorized to exercise the same rights against you as the Merchant may exercise based on the Products.

9.15 Save for any receivables, accounts payable, book and other debts, proceeds and other rights to receive money that are otherwise the subject of a transfer and/or a security interest pursuant to clause 9.13, and as part of a wider financing transaction, we have agreed to sell, assign and transfer all of our rights, title and benefit to selected receivables, accounts payable, book and other debts, proceeds and other rights to receive money under or in connection with these Terms and that have the prefix “LTF” in the unique identification number of the BNPL agreement or transaction to which they relate (the “Flow II Receivables”) from time to time to Flow Finance II Designated Activity Company (the “Purchaser”). You hereby agree to and acknowledge the sale, assignment and transfer provided for in this clause 9.15 and that this clause 9.15 shall constitute notice of such sale, assignment and transfer. Until such time as you are notified to the contrary, we will continue to administer and service the Flow II Receivables on behalf of the Purchaser. Further, until notified to the contrary, you must discharge your obligation to make payment in connection with the Flow II Receivables to the Purchaser by paying such amounts in accordance with, and to the persons specified in, these Terms. In connection with such sale, assignment and/or transfer, you agree and acknowledge that we may disclose any information relating to your agreement with us and your use of the relevant Tabby Service representing the Flow II Receivable to the Purchaser, any financier of the Purchaser and any of their respective directors, nominees, employees, professional service providers and advisors.

10. Tabby Cashback

10.1 We may offer you the opportunity to earn cashback on purchases (whether using our BNPL or other payment methods) from participating merchants (referred to as 'Retail Partners') or directly from Tabby as part of various promotions or offers, which may not be linked directly to a purchase).

10.2  To be eligible to receive Tabby Cashback from our Retail Partners you must:

10.2.1    Register for a Tabby Account, be signed in to Tabby and use the shopping links within the Tabby App or Website, and complete your purchase transaction during the same shopping session you started after clicking on the shopping link;

10.2.2  Not visit other sites before completing your purchase or use coupons not provided by Tabby, otherwise purchase might be associated with a service other than Tabby and you might not earn cashback on your purchase;

10.2.3   Not disable “cookies” on your computer otherwise you will not be able to earn cashback because cookies are used to authenticate the user and verify whose Tabby Account is eligible for the cashback; and

10.2.4    Purchase Products from our Retail Partners in accordance with the terms and conditions outlined on the applicable Retail Partner’s merchant page via the shop directory on our Website/App.

10.3 We reserve the right to investigate any purchase transactions, referral activity, or interaction with or through Tabby, or our Retail Partners, that we believe, in our sole discretion, is abusing or has abused Tabby Cashback.

10.4 Tabby Cashback may be made available under certain promotions, as well as through the introduction of new Tabby Services. The terms and conditions governing Tabby Cashback will be as set out in the applicable promotion and Tabby Service Terms. Please be aware that Tabby reserves the right to modify the offer of Tabby Cashback under any promotion, Tabby Service or the Tabby Service Terms at our sole discretion, such modification will always be communicated to you and may be subject to your acceptance in order for you to continue accessing the relevant Tabby Service.

10.5 We reserve the right to rescind any Tabby Cashback, bar further Tabby Cashback awards and/or bonuses, and/or terminate any Account that we believe, in our sole discretion, is abusing or has abused Tabby Cashback.

10.6 Any failure to comply with these Terms, any fraud or abuse relating to the accrual or receipt of Tabby Cashback or other rewards and bonuses, or any misrepresentation of any information furnished to Company by you or anyone acting on your behalf may result in the termination of Tabby Account and forfeiture of any accrued Tabby Cashback rewards.

10.7 If we have any reason to suspect fraudulent activity is associated with Tabby Account, we reserve the right to delay or withhold payment of Tabby Cashback. Any suspected or actual cases of fraud activity will be escalated and reviewed in accordance with our fraud process.

10.8 You acknowledge and agree that not all purchases from our Retail Partners may be eligible for Tabby Cashback.

10.9 Exclusions from Tabby Cashback will be determined by our Retail Partners in their absolute discretion, and the list of exclusions is subject to change at any time without notice.

10.10 You acknowledge and agree that it is your obligation to confirm with the applicable Retail Partner whether a purchase will benefit from Tabby Cashback before completing a purchase.

10.11 You acknowledge and agree that you will not be eligible for Tabby Cashback on purchases from Retail Partners using store credits.

10.12 The Tabby Cashback rate (including currency) for each purchase will be stated on the applicable Retail Partner’s merchant page on our Website/App, and is subject to change at any time without notice.

10.13 The Tabby Cashback amount will be determined based on the purchase price of goods excluding any taxes (including but not limited to value added tax), duties, shipping or delivery charges, processing fee, or any other service fee or charge applied by the Retail Partner and paid by you.

10.14   You acknowledge and agree that it is your responsibility to confirm with the applicable Retail Partner the Tabby Cashback rate before completing a purchase.

10.15 While we try to ensure the Tabby Cashback rate stated on the applicable Retail Partner’s merchant page on our Website/App is correct and current, we do not guarantee the accuracy of such information and hereby exclude any and all warranties (express or implied) with regard to such information and all liability in respect of any reliance placed on such information.

11. Tabby Cashback Withdrawals

11.1 The Tabby Cashback for each eligible purchase will be reflected in the wallet in your Tabby Account (“Tabby Wallet”) as “pending confirmation”, within 5 days of the Retail Partner confirming an eligible purchase.

11.2 The Tabby Cashback for each eligible purchase will be credited to your Tabby Wallet  on the date (“Credit Date”) that falls within 5 days of the later of:

11.2.1 the date on which you can no longer return the eligible goods purchased in accordance with the Retail Partner’s terms and conditions of sale; or

11.2.2 the Retail partner reconfirming that the purchase is valid (excluding any order cancellations or refunds).

11.3 After the Credit Date you may:

11.3.1 transfer all or part of your Tabby Wallet balance to pay an Installment, subject to clause ‎11.6;

11.3.2 transfer all or a portion of your Tabby Wallet balance, received solely as a credit resulting from a refund of a Product purchased by you using your Tabby Account, to your designated local bank account, subject to the conditions outlined in clause ‎11.9.

11.3.3 retain all or part of your balance in your Tabby Wallet for up to 12 months after the Credit Date.

11.4 You acknowledge that you cannot transfer all or any part of your Tabby Wallet balance to another  Tabby Wallet or utilize the balance to pay another person’s BNPL Installment balance.

11.5 Tabby Cashback amounts will be debited from your Tabby Wallet on a first in, first out basis.

11.6 To be eligible for a transfer or withdrawal, the total Tabby Cashback accrued and remaining in Tabby Account, must equate to a value greater than or equal to the minimum balance required, as stipulated in the Tabby App.

11.7 Certain types of Tabby Cashback Withdrawals may be made available as a part of specific promotions or within new Tabby Services. The terms and conditions associated with Tabby Cashback Withdrawals will be in accordance with the details outlined in the relevant promotion or Tabby Service Terms. Please be aware that Tabby reserves the right to modify the offer of Tabby Cashback Withdrawals under any promotion, Tabby Service or Tabby Service Terms at our sole discretion, such modification will always be communicated to you and may be subject to your acceptance in order for you to continue accessing the relevant Tabby Service.

11.8 Your Tabby Wallet balance does not constitute monies held on trust by us for your benefit, do not attract or accrue interest and do not form part of any deposit protection scheme. Your rights to the Tabby Wallet balance are limited to the contractual rights outlined in these Terms.

11.9 You can only withdraw an amount from your Tabby Wallet to your local nominated banking account if:

11.9.1 the amount represents a credit issued subsequent to the refund of a Product acquired by you through your Tabby Account.

11.9.2 your nominated bank account is with a branch of a financial institution licensed to carry on business in the jurisdiction where you reside;

11.9.3 your bank account is with a branch based in the same jurisdiction as the Retail Partners through which you purchased items that earned the cashback credits;

11.9.4 the amount withdrawn is greater than the amount as specified under “minimum eligible transfer balance”

11.9.5you provide all information required by us to complete the transfer of funds, including but not limited to any information or documentation required to satisfy know-your client obligations.

11.10 Any request to withdraw an amount from your Tabby Wallet to your local nominated banking account is final once submitted and cannot be reversed.

11.11 You are solely responsible for ensuring the accuracy of the information provided to us in relation to your local nominated banking account.

11.12 You hereby agree that we will have no liability to you or obligation to correct any transfer that is completed in accordance with your instructions.

11.13 If your nominated bank rejects the transfer of funds for any reason (excluding where the transfer is rejected due to our error), we may charge you an administration fee which will be communicated, if applicable, and which will be debited from your Tabby Wallet.

11.14 Tabby Cashback amounts will expire if not withdrawn to your local nominated banking account within 12 months after the relevant Credit Date.

11.15 It is your responsibility to track Tabby Cashback amounts in your Tabby Wallet that may expire, and hereby acknowledge and agree that we have no obligation to notify you prior to the expiry of any Tabby Cashback amounts. We exclude any and all liability to you whatsoever in respect of any Tabby Cashback amounts that expire in accordance with these Terms.

11.16 You are responsible for any and all taxes that may apply to Tabby Cashback amounts credited to your Tabby Wallet. You should obtain independent tax advice as to the tax treatment of such amounts.

11.17 We reserve the right from time to credit or debit your Tabby Wallet where it is necessary, reasonable, or expedient to do so. This includes, but is not limited to, circumstances where a Tabby Cashback amount has been incorrectly credited to your Tabby Wallet and/or where it is determined by us in our absolute discretion that you have acted fraudulently, dishonestly, or in contravention of these Terms, the terms and conditions outlined on the applicable Retail Partner’s page or of any applicable law.

11.18 We reserve the right to suspend or terminate your Tabby Account where we reasonably believe that you have breached these Terms, the terms and conditions outlined on the applicable Retail Partner’s page on or any applicable law.

11.19 We reserve the right to suspend or terminate your Tabby Account where it is necessary or, we believe, acting in our absolute discretion, it is reasonable to do so for, in order for us to comply or satisfy any applicable law, regulation, court order or regulatory requirement.

12. Referral Program

12.1 By participating in Tabby’s promotional referral program (“Referral Program”), you agree specifically to this clause 12 (the “Eligibility Terms & Conditions”).

12.2 Tabby may terminate, cancel, suspend, or modify the Referral Program or these Eligibility Terms & Conditions at any time, at its sole discretion.

12.3 The Referral Program permits newly onboarded or existing Tabby users (“Referrer”) to invite a new user (“Referee”) to fulfill the requirement for a valid referral as defined in clause 12.5 below (“Qualifying Purchase”).

12.4 The Referrer and/or Referee will earn an award (“Referral Reward”) once they’ve satisfied the conditions for a Qualifying Purchase.

12.5 Referral Program shall be structured as follows:

12.5.1     The Referral Program runs from 20 June 2022 10:00 AM (GMT+4) until 01 January 2024 11:59 PM (GMT+4). We call this the “Promotion Period”.

12.5.2       The Referrer shares a unique personal referral link with the Referee user.

12.5.3     The Referee should not have used any Tabby Service or payment method previously, including but not limited to, making a purchase using one of Tabby’s payment methods and downloading the App.

12.5.4     The Referee must make a Qualifying Purchase with their first shopping transaction using Tabby’s payment methods within the first 30 days of signing up through the referral link.

12.5.5   The Qualifying Purchase value is unique for any single merchant and is determined by the minimum eligible basket size set by the Merchant for Tabby’s payments methods.

12.5.6     The Referral Reward applies to In-store & Online transactions and will be awarded within a day after the Referee makes their first purchase and payment with Tabby.

12.5.7    The Referral Reward will be credited to your Tabby Account which can be used for upcoming payments or withdrawn to your linked bank account.

12.5.8   Tabby reserves the right to exclude any Tabby user with delinquent balances from earning rewards through the Referral Program. Tabby wants users to develop healthy financial habits and does not encourage consumers to take on more debt than they can afford to pay back.

12.5.9    Tabby reserves the right to recover or cancel the Referral Reward if the Referee user’s order is canceled or fully returned within 14 days.

12.5.10  A Referrer may only refer their personal family, friends, and acquaintances who fulfill the eligibility requirements of the Referral Program.

12.5.11   If we determine that it is likely the Referrer published the personal referral link in a manner that results in or is intended to encourage people outside of the Referrer’s friends/acquaintances to sign up, Tabby may disqualify the Referrer from participation in the Referral Program and void any successful referrals at its discretion.

12.5.12   The Referral Program is open to individuals who are legal residents of the United Arab Emirates and who are eighteen (18) years of age or older at the time of entry.

12.5.13   Tabby may disqualify any Referrer or Referee user from the Referral Program if we believe, in our sole judgment, that they are attempting to abuse, misuse, defraud the Program, violate the Eligibility Terms & Conditions, or supply us false information. In the event that a Referrer or Referee user’s participation in the Referral Program is terminated, all rewards are void.

13. Dispute Rights

13.1 Any complaints in relation to Products shall be handled exclusively by the Merchant and you hereby agree that Tabby has no responsibility or liability to you in respect of any issue of performance, merchantability or suitability of the Products themselves. You acknowledge and agree that your payment obligations under these Terms, including the repayment of any amounts owed to Tabby, are independent of the fulfillment or non-fulfillment of any Products or services by the Merchant. Non-performance, delays, or any other issue related to the Product or service will not affect, reduce, or eliminate your obligation to repay the Total Amount Due to Tabby in accordance with these Terms.

13.2 Subject to us receiving written confirmation from a Merchant to refund an amount payable for a Product, we will credit your Tabby Account the relevant balance.

13.3 In no circumstance will we be required to pay any amount directly to you that is to be credited to your Tabby Account as part of a refund.

13.4 Complaints in relation to Tabby or Tabby Services can be submitted in writing through the contact form on our Website.

14. Restricted Use and Intellectual Property Rights

14.1 We own or hold the rights to any and all intellectual property in our Website and App (“Core IP”), as well all intellectual property and other rights in all material (including all text, graphics, logos, audio and software) made available on or through our Website and App (“Content”).

14.2 Your use of the Tabby Services, our Website, or our App does not grant or transfer any rights, title or interest in either the Core IP or the Content to you.

14.3 We hereby grant to you a license to access and use the Website and the App solely for the purpose of your use and enjoyment of the Tabby Services, as outlined in these Terms and, where applicable, as expressly authorised by us.

14.4 You are expressly prohibited from:

14.4.1 using our Website or App otherwise than in accordance with these Terms and other than for the purpose of using the Tabby Services;

14.4.2 reselling or sub-licensing the use of our Website or App;

14.4.3 reverse engineering, copying or otherwise reproducing our Website or App or any Content; or

14.4.4 modifying, adapting, developing, creating any derivative work, reverse engineering, decompiling, disassembling, unlocking or carrying out any act restricted by the scope of your license, in relation to  the Core IP, our Website, App, or the Content.

14.5 Any reproduction or redistribution of our Website or App or any Content is prohibited and will result in civil and/or criminal penalties. In addition, the copy (in whole or in part) of any Content to any other server, location or support for publication, reproduction or distribution is expressly prohibited.

14.6 All other use, copying or reproduction of our Core IP, Website, App or Content (or any part of) is strictly prohibited in accordance with applicable law.

15. Availability and Security

15.1 You are responsible for maintaining the secrecy of the login credentials to your Tabby Account with us. You are required to notify us immediately of the loss, theft, or possible unauthorized use of your Tabby Account via the App.

15.2 If you permit any person to use your Tabby Account information, login, or other details with the authorization to obtain credit on your Tabby Account, you will be liable for all transactions made by that person including transactions for which you may not have intended to be liable, even if the amount of those transactions causes your limit to be exceeded.

15.3 You acknowledge and agree that you will not hold us responsible for any liability arising from the actions or inactions of any third party in connection with any permissions you grant under clause 15.2.

15.4 We provide no warranty or guarantee that your access to our Website, App or the Tabby Services will be uninterrupted, timely or error-free.

15.5 We will occasionally carry out repairs, maintenance or introduce new facilities and functions, and access to the Website, App or theTabby Services may be suspended or withdrawn to or from you personally or all users temporarily or permanently at any time and without notice.

15.6 We may impose restrictions on the length and manner of usage of any part of the Tabby Services for any reason.

15.7 If we impose restrictions on you personally, you must not attempt to use the Tabby Services under any other name or user or on any other mobile device.

15.8 It is your responsibility to keep your phone and access to the Tabby Services secure. We therefore recommend that you do not jailbreak or root your phone, (which is the process of removing software restrictions and limitations imposed by the official operating system of your device) as it could make your phone vulnerable to malware/viruses/malicious programs, compromise your phone's security features and it could mean that the Tabby Services will not work properly or at all.

15.9 We provide no warranty or guarantee the App or Website will be compatible with all hardware and software which you may use.

15.10 We shall not be held liable for damage caused by or related to any viruses or other code that may affect, any equipment (including but not limited to your mobile device), software, data or other property either directly or indirectly as  a result of your download, installation, access to or use of the App or Website or your obtaining any material from, or as a result of using, the App or Website. We shall also not be liable for the actions of third parties.

16.  Data Protection

16.1 Tabby and our affiliates will process your data in accordance with all applicable data protection regulations.

16.2      In order to deliver the Tabby Services, we will need to record your name, national ID number and any other details on such ID, date of birth, email address, address, telephone number and details around the payments due by you to us.

16.3 We process your personal data for the following legitimate purposes directly related to your use of the Tabby Services:

16.3.1 to perform a credit check on you and/or to confirm your identity;

16.3.2 to send you an invoice via email, text message or push notification;

16.3.3 to facilitate the payment via bank transfer, direct debit or any other payment method chosen by you;

16.3.4 for marketing and business development purposes; and

16.3.5  to administer payments received and to send reminders for non-received payments; and

16.3.6  to engage debt collection agencies in case of non-payments.

16.4 You hereby acknowledge and agree that we may share any personal data we hold on you with the Merchants from whom you have bought Products.

16.5 You can request details of your personal information held by us by contacting us via email at [email protected], and  may request correction to any personal date we hold about you in cases where the information is incorrect.

16.6 We have implemented adequate technical and organizational measures to prevent any unauthorized access or loss of your personal data.

17.        Disclaimer

17.1 We hereby exclude all warranties and conditions, whether express or implied by statute, common law or otherwise, to the extent permitted by law hat:

17.1.1 the performance of our Website or App;

17.1.2  the use or access to our Website or App will be uninterrupted;

17.1.3 our Website or App are free of any virus or other computer software routine intended or designed to permit unauthorised access to your computer system or disable, damage, erase, disrupt or impair the normal operation of your computer system; or

17.1.4  the accuracy, reliability, or completeness of any Content.

17.2  Our Website and App (including any Content) are provided to you “as is” and on an “as available” basis and on the condition that you undertake all responsibility for assessing the suitability of accessing and using our Website, App and Tabby Services, and your use and access of our Website, App, or the Tabby Services is entirely at your own risk.

17.3 We will have no responsibility or liability to you in relation to any loss or damage that you incur, including but not limited to damage to your software or hardware or loss of data, arising from your use of or access to our Website, App, or Tabby Services, or the unavailability of our Website, App, or Tabby Services.

17.4 To the full extent permitted by law, we exclude all warranties (express or implied), terms, conditions, or undertakings not stated in these Terms, whether expressed or implied, in relation to our Website, App, or the Tabby Services.

17.5  Tabby hereby excludes any and all liability for any loss or damages incurred by you or a third party as a result of any act or omission by us in respect of the provision of the Tabby Services, the Website or the App.

18.  Liability

18.1 Neither you nor Tabby excludes or limits liability for:

18.1.1      death or personal injury due to negligence; or

18.1.2      fraud or fraudulent misrepresentation; or

18.1.3      any other loss which cannot be excluded or limited under the governing law of these Terms.

18.2 Tabby shall not be held liable for any indirect or consequential loss or damage including, without limitation, any loss of business or profits in each case whether arising from negligence, breach of contract or otherwise.

18.3 Subject always to clauses ‎18.1‎ and 18.2, the total liability of Tabby for any breach of these Terms, whether for negligence, misrepresentation, breach of contract or otherwise for any direct loss or damage under or related to the Tabby Services or these Terms shall be capped for the duration of these Terms at a total amount of Ten Thousand United Arab Emirates Dirhams (AED10,000).

18.4 When using Tabby Services (including our Website/App) to purchase Products you hereby acknowledge and agree that:

18.4.1 your purchase of Products is subject to the Merchant’s terms and conditions of sale;

18.4.2 we are not agents or representatives acting on behalf of the Merchant;

18.4.3 the Merchant’s terms and conditions of sale, and any policies or promotions are independent of Tabby and are not controlled by us;

18.4.4 we provide no warranty as to the condition, merchantability, or fitness for a particular purpose of the goods sold by the Merchant and purchased by you;

18.4.5 you will address all claims you may have in relation to the Products directly to the Merchant and not us; and

18.4.6 we have no liability to you whatsoever for any claim for loss or damage that arises from your use or purchase of Products from a Merchant.

18.5 Without prejudice to clause  above, to the extent permitted by law, you hereby indemnify release and hold harmless Tabby, our directors, officers, employees and agents from and against any and all losses, actions, claims (actual or threatened), proceedings (including proceedings where we are joined pursuant to any proportionate liability regime) or demands (including any costs and expenses in defending or servicing same) which may be brought against us, in respect of any loss (including any indirect or consequential loss, loss of opportunity, loss of revenue, loss of profit, loss of reputation), death, injury, illness or damage to persons or property, and whether direct or indirect and in respect of any breach of any industrial or intellectual property rights, howsoever arising out of the use of, reliance on, or benefit of, any Products purchased from a Merchant.

19. Term and Termination

19.1 These Terms represent an agreement you have with us for the duration of your use of the Tabby Services.

19.2  These Terms apply (as amended from time to time) until terminated in accordance with this clause 19.

19.3 We may suspend or close your Tabby Account or otherwise terminate your right to use your Tabby Account at any time at our absolute discretion.

19.4 If you owe any Installments upon the effective date of termination of these Terms, you must pay them in full within ten days of such date of termination.

19.5 Terminating these Terms does not automatically terminate any other service contract that you have entered into in connection with these Terms.

19.6 Please note that terminating these Terms will not terminate your purchase agreement(s) with the Merchants.

19.7 Your rights and obligations in relation to your agreements with Merchants are governed by those agreements and the legislation relating to them.

19.8 We will retain your information after the closure of your Tabby Account in accordance with our privacy policy.

20.  Miscellaneous

20.1 These Terms contain all the terms agreed between us and you regarding their subject matter and supersede and excludes any prior terms and conditions, understanding or arrangement between us and you, whether oral or in writing.

20.2 If any of these Terms should be determined to be illegal, invalid, or otherwise unenforceable by reason of the laws of any state or country in which these Terms are intended to be effective, then to the extent and within the jurisdiction which that term is illegal, invalid or unenforceable, it shall be severed and deleted and the remaining terms shall survive, remain in full force and effect and continue to be binding and enforceable.

20.3 Our failure or delay in exercising any of our rights under these Terms does not mean that we are unable to exercise those rights later.

21. Governing Law and Jurisdiction

21.1 These Terms, the provision of the Tabby Services and all contracts concluded by us are governed by the laws of the Dubai International Financial Centre.

21.2 You irrevocably agree that the competent courts of the Dubai International Financial Centre shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms, the provision of the Tabby Services and any contracts concluded between us.

Tabby FZ-LLC

Registration number 96455 Premises No.: HD 09C

Floor: 1

Building: In5 Tech

Dubai, United Arab Emirates