03/12/2024

INTRODUCTION

If you accept these terms and conditions and your application to use our Services is accepted, you will be entering into a legal agreement with us, on these terms.

These services and terms are for businesses selling goods and services to customers. Your business is referred to as “you”, “your” etc. and “Business”.

THANOS PAYMENTS SOLUTIONS L.L.C-FZ (also referred to as “TPS” “we”, “us,” or “our”) a company incorporated and registered under the laws of Dubai, U.A.E., License Number 2425011.01, registration address: Meydan Grandstand, 6th floor, Meydan Road, Nad Al Sheba, Dubai, U.A.E.

TPS carries out money services including money transmission, providing or operating a payment account, issuing payment instruments.

If we accept your application, you will be able to access the requested Services. The Services are subject to this agreement, which includes this Introduction, the TPS Terms of service and conditions which follow. You should read the whole of this agreement carefully before submitting your application and you need to accept the terms of this agreement before we can process your application. This agreement, together with your online application form creates the binding contract between you and TPS (Agreement). This agreement will come into effect only from the date on which TPS issues you a written confirmation and welcome email following the successful completion of TPS’s Business onboarding processes.

Capitalised terms used are defined in the General Terms section below or where they first appear.

SCHEDULE-DEFINITIONS

“Account Closure Fee” A fee charged by TPS, defined in the TPS Fee Schedule, upon termination of this agreement due to fraudulent or prohibited activities.

“Affiliate” means an entity owned or controlled by TPS, any entity which owns or controls TPS as well as any entity under control of such entity.

“Application Form” is the form used for collecting Business details by TPS, which is completed by the authorized representative of the Business and submitted to TPS for its approval.

“Applicable Law” means all applicable national, state, local, municipal legislation, regulations, statutes, by-laws, decrees, orders, consents and/or other binding law in force from time to time (and any amendment or subordinate provisions).

“Brand Features” means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as owned (or licensed) by such party from time to time.

“Business”, “you”, “your” means the business identified in the Application Form forming part of this agreement.

“Business Day” means a day that is not a Saturday or Sunday, or a public holiday.

“Card Transaction” means the request initiated by a Business to make a payment with a Card for the purchase of goods or services.

“Chargeback” means a request made by a Customer to their issuing bank challenging the validity of a Transaction.

“Customer” means a person procuring the Business’s goods or services and making an online payment to do so.

“Disputes” means any disagreements, litigation, arrangements and/or other such disputes between Customers or other third parties arising from the use of the Service other than Service Disputes.

“Force Majeure Event” means any act of God including fire, flood, earthquake or other natural disaster; act of any sovereign including terrorist attacks, war, invasion, act of foreign enemies, hostilities, pandemics, epidemics, labour dispute including strike, lockout or boycott; sanctions; act of failure or interruption or failure of utility service including electronic, power, gas, water or telephone services; acts or failure to act on rulings of administrative boards, government authorities or any other cause beyond the reasonable control of either party but shall not include causes effected by the parties.

“Holding Account” means the account or accounts (of any type and held in any manner) into which TPS receives credit for the Purchase Amount for successful Transactions, pending settlement to the Business.

“Intellectual Property Rights” means all patent rights, copyrights, rights to inventions, semiconductor topography rights, rights in software, moral rights, trade mark and/or service marks, logos, rights in or relating to databases, computer software, designs or know-how, rights in or relating to confidential information or trade secrets, rights in relation to domain names, business names, and any other proprietary rights (registered or unregistered) throughout the world which subsist or will subsist now or in the future, including all rights of reversion and rights to any applications and pending registrations and the right to sue for and recover damages for past infringements.

“TPS”, “we”, “us”, “our” means THANOS PAYMENTS SOLUTIONS L.L.C-FZ.

“TPS Account” means the Business’s user account enabled on successful onboarding.

“TPS Fee Schedule” means all TPS’s fees for usage of our service including but not limited to transaction fees and dispute fees.

“Policies” means all of TPS’s applicable policies, notices, procedures, specifications, FAQs, guides and guidelines that are provided or made available to you, appear on the TPS Sites or are referenced in this agreement.

“Product” means any merchandise, good, or service that a Customer may purchase from a Business by using the Service.

“Prohibited Business” means any of the business activities set out in clause 3.6 or being classified as a Prohibited Business, for the purposes of this agreement, as it is engaged in such business activity(ies).

“Purchase Amount” means an amount equal to the price of a Product, including any related fees, taxes, shipping charges or handling charges, as applicable.

“Restricted Business” means any of the businesses set out in clause 3.5 or being classified as a Restricted Business, for the purposes of this agreement, as it is engaged in such businesses.

“Service(s)” means the TPS business services that the Business has been approved for in accordance with its Application Form.

“Service Disputes” means any disagreements, complaints, litigation, arrangements and/or other such disputes arising solely from the alleged failure by TPS to meet its obligations under this agreement or any Applicable Law and any associated error in the provision of a Service.

“Settlement Account” means fiat currency bank account of the Business maintained at a bank that is designated by the Business and notified in writing to and approved by TPS for receipt of funds.

“Tax” means and includes all forms of taxation (including value added tax) and statutory, governmental, supra-governmental, state, local governmental or municipal impositions, duties, contributions, deductions, withholdings and levies whether of the UAE or elsewhere whenever imposed.

“Transaction” means the transaction by which the Customer initiates a payment instruction to purchase Products in an amount equivalent to the Purchase Amount.

BUSINESS DECLARATION

We, the Business accepting this agreement, recognize that the provision of false or misleading information to TPS may give rise to legal action, potentially of a civil or criminal nature.

We certify that the information we have provided in our online application form accompanying this agreement is correct, true and accurate.

We certify that the individual who has submitted his or her name on the application form is the individual who is accepting this agreement on behalf of the Business and he or she undertakes that he or she has all necessary power and authority to enter into this agreement on behalf of the Business and recognizes that he or she may also be subject to legal action in a personal capacity if he or she purports to bind the Business without such authority.

TPS BUSINESS SERVICE DESCRIPTIONS

1. Payment Acceptance Service

Our Payment Acceptance Service enables you to receive Customer payments via debit and credit cards.

When your Customer attempts to complete a transaction by clicking on your URL, TPS will establish a connection between the Customer and payment gateway. When the transaction completes, TPS will inform you about it.

You do not receive payment immediately. TPS will receive the funds, then subsequently settle amounts received to your account, minus our Transaction Fee. TPS will show the amounts we have received and settled to you.

If you experience any difficulties, concerns or issues with the services you can contact us.

1.1. Settlement Period

TPS operates a daily settlement cycle for Customer payments. For example, a five-day settlement cycle means that Customer payments processed on day 1, for example, are settled to the Business on business day 6 and payments processed on day 2, are settled on business day 7, and so on. As per the pricing structure listed on our website, we do offer numerous settlement cycles.

TPS does not guarantee settlement of Transactions within 5 business days. Factors such as public holidays, bank non-working days, interruptions in the financial or technical systems and supplier delays may result in slower settlement.

1.2. Payment Acceptance Process

If the Business is accepted by TPS and onboarded for the Payment Acceptance Services, TPS shall provide payments service to the Business, which the Business may use with web site and others business channels.

The Business may use the Payment service to enable Customers to conclude Transactions and to enable TPS to receive Purchase Amounts into the Holding Account. The Payment services will enable Customers to pay using certain credit cards and debit cards. The Customer payment goes to TPS first, not directly to the Business.

After a Customer initiates a Transaction, TPS will attempt to process the Transaction, using its payment gateway. When a Transaction is successfully processed, TPS will then send an email to the Business confirming: (a) the reference number for the Transaction (b) the value of the Transaction (c) the applicable Transaction Fee (plus any applicable Tax); and (d) the date of the Transaction. Any other information which TPS is required to provide under Applicable Laws will also be provided. The information described above is referred to as the “Transaction Information”. 

TPS will process Transactions in accordance with its Policies and may require in certain Transactions that the Customer completes additional verification steps, such as the submission of a 3D Secure confirmation code sent to the Customer.

TPS will conduct a periodic reconciliation of funds held in the Holding Account in accordance with clause 8 of the General Business Services Terms and make settlements to you. We will only make settlements if the net amount due to you exceeds the equivalent 5000 USD. If the settlement balance is below the equivalent 5000 USD, the settlement will be made once the balance exceeds 5000 USD. We may change this threshold amount from time to time either by amending this agreement in accordance with the General Terms or by notice to you specifically, if your Transaction activity (such as your rate of Chargebacks or the value of your Transactions) is, in TPS’s reasonable opinion, exposing TPS to unacceptable financial risk.

If the Business believes any Transaction Information is incorrect, the Business must notify TPS by emailing info@paythanos.com as soon as possible. TPS is not responsible or liable for the consequences of any inaccurate Transaction Information if the Business has failed to provide prompt notice of error.

1.3. TPS Transaction Fees

TPS charges a fee for processing Transactions (Transaction Fee).

The applicable Transaction Fee and any other charges (such as where charges are imposed by other parties involved in the payment supply chain which TPS passes on to the Business) are communicated to the business on an individual basis.

Typical financial conditions are located in sections called «Pricing» on the website https://paythanos.com/

 All fees and charges specified are exclusive of any applicable sales Tax, such as VAT, which you agree to pay to TPS in addition if TPS is required to collect such Taxes.

We may change our fees in accordance with clause 8 of the General Terms – you will always get at least 14 days’ notice, unless the change is required due to changes in Applicable Law which take effect sooner.

The Business will not be entitled to any proceeds under this agreement if such proceeds are the result of its illegal use of the Services or if the Business is engaged in a Prohibited Business. TPS reserves the right to withhold and retain such proceeds.

1.4. Customer Transactions and Refunds

TPS is not responsible or liable for your dealings with your Customers, nor do its Services form a solicitation, recommendation or otherwise to enter into any transaction with a Customer. All sales you enter into using our Services are between you and your Customer. You must ensure you comply in all respects with all Applicable Laws relating to such transactions.

If you elect to or are required to provide a refund to any Customer, you are responsible for doing so and for arranging the appropriate payment to be made. You are not entitled to any payment or support from TPS in relation to refunds and waive any right to a refund of the applicable Transaction Fee and Taxes payable to TPS with respect to the initial Transaction.

You must ensure that you comply with any legal and contractual requirements in relation to refunds and terms of sale generally.

1.5. Chargebacks

If a Customer raises a Chargeback request (a request for the card issuing bank to reverse the transaction) it will be communicated to TPS. TPS has no involvement in the relationship between you and your Customer and no ability to determine whether the Customer’s request for a Chargeback is legitimate or not, however if the Chargeback is approved then TPS will be debited by and liable to the relevant third parties.

TPS will tell you if it receives a Chargeback request for any of your transactions. You must respond within 24 hours if you wish to dispute the Chargeback. If you do not dispute the Chargeback within 24 hours, you automatically forfeit your right to challenge it and must reimburse TPS for the Chargeback. You are also liable for all of your own costs associated with disputing any Chargeback.

Further details are contained in the General Terms. Please read these carefully to ensure your full understanding of these terms.

1.6. TPS Transaction reversals

TPS has business processes aimed at identifying fraudulent activities and other misuse of its services. Accordingly, TPS is entitled to suspend, refuse or reverse any Transaction which it reasonably suspects does not comply with this agreement or is unlawful or represents a risk to TPS (Bad Transaction). TPS may require the Business to provide evidence that the Business has delivered the goods or services in question under a Transaction and you must provide any such evidence promptly – within 24 hours. TPS has no obligation to process a Transaction where the requested evidence has not been provided within the required timescale. TPS shall not be liable to the Business for any losses or damage of any nature as a result of TPS refusing or reversing a Bad Transaction.

If you believe there has been an unauthorized or incorrectly executed Transaction on your account, you must tell us without delay. In any case, you have a six-month window to report unauthorized or incorrect transactions. After this period, you lose the right to any adjustments or refunds.

You will always be liable in full to cover the transaction fees as detailed in the TPS Fee Schedule, and with respect to TPS’s costs, losses, and damages and any of the same suffered by you or a third party as a result of you acting fraudulently or with gross negligence.

1.7. Account Deficit

As described above, TPS may be directly liable to third parties involved in the payments industry if Transactions are Charged-back or reversed. TPS is entitled to recover all such amounts from the Business. TPS may set off any such amount against amounts of the Business in the Holding Account which have not been settled. If there is not a sufficient balance of the Business in the Holding Account to satisfy such debt, the Business have to transfer missing amount to TPS banking details.

The Business shall not be entitled to set off any amounts it owes to TPS.

1.8. Rolling Reserve

A rolling reserve may be applied to certain merchant accounts as a precautionary measure to mitigate potential financial risks associated with chargebacks, fraud, or other operational liabilities. The rolling reserve is a percentage of funds held back from the merchant’s settlement amount, determined based on the merchant’s risk classification and other factors outlined in our risk assessment policies.

1.9. Conflicts of Interest

There may be occasions where TPS, or another customer of TPS may have a conflict of interest with services or transactions provided to you.

Should TPS not be able to manage a conflict of interest, we will disclose the nature of the conflict to you prior to completing a service or transaction.

GENERAL TERMS

1. Defined Terms

1.1. The capitalised terms used in the agreement have the meaning indicated in the Schedule (Definitions), wherever they appear capitalised in the agreement, unless the context requires otherwise or they are defined when first used.

2. General – Availability and Eligibility for Services

2.1. This agreement sets out the terms on which TPS enables you to use the Services.

2.2. If your Application Form is accepted then a TPS Account will be created for you based on the information you have provided to us. It is your responsibility to ensure that the information you have provided in the Application Form remains correct and complete, and you must update TPS with Your new details without delay upon any change thereto.

2.3. To access our information dashboard and manage your TPS Account you will need to log-in via the TPS.

2.4. TPS may also require you to answer several security questions or select other issued security access keys or credentials to enable access to your TPS Account and/or the Services from time to time. TPS is not responsible for any failure on your part to answer such questions or provide the required credentials.

2.5. You are responsible for maintaining the secrecy and security of your TPS Account credentials. You must not disclose your credentials to any third party. Each user within your business must create unique TPS Account credentials and you must ensure that your personnel do not share credentials. You must ensure that no TPS Account credentials are disclosed to any third party.

2.6. If you believe any of your TPS Account credentials are compromised, you must notify us immediately. We may suspend the Services in order to avoid unauthorized transactions because of such security issues. We are not responsible for any business interruption suffered by you because of any action taken by TPS to protect the security of its systems and customers, including you.

2.7. Once new TPS Account credentials have been issued and you have notified us that you no longer believe your TPS Account credentials to be compromised, we will unblock the Services.

2.8. You may not use any Services and this agreement will not be effective if: (a) you do not complete the provision of required information to our reasonable satisfaction; (b) you are a Restricted Business whose onboarding has been rejected by TPS pursuant to clause 3.5 or whose onboarding is strictly prohibited as it is classified as a Prohibited Business pursuant to clause 3.6 of this agreement; (c) your agreement is terminated or the provision of Services to you has been put on hold in accordance with the terms of this agreement; (d) the Business’s trade license or similar legal permission to carry on its business is not valid and subsisting; or (e) you are a person barred from receiving the Services or not permitted to make.

2.9. The Business acknowledges that the provision of the Services is conditional on the Business satisfying all due diligence and identity checks TPS may conduct, including TPS’s regulatory and anti-money laundering requirements from time to time. The Business will provide all assistance requested by TPS in carrying out such checks and determining compliance with anti-money laundering requirements at any time, including providing any additional information TPS may require. TPS may suspend the Services upon any reasonable belief that the Business does not satisfy the requirements mentioned above.

2.10. The Business shall comply with all Policies that TPS notifies to the Business from time to time in accordance with these Terms.

2.11. TPS may need to adjust the Services to comply with Applicable Laws. Such adjustments may affect, for example and without limitation, the cost of the Services, the speed of the Services or certain limits or capacities of the Services (such as maximum Transaction amounts or aggregate limits). TPS may introduce such adjustments necessary to comply with Applicable Laws without prior notice to the Business but shall endeavor to give as much prior notice as is reasonable in the circumstances.

2.12. TPS may restrict transactions to or from the Business or disable TPS Account credentials for such time and in such manner as TPS determines to protect itself or its other clients if (a) TPS is subject to actual or potential financial liabilities which continued provision of the Services will make worse; (b) the Business is in breach of the agreement or has materially breached the agreement (whether or not such breach is continuing); (c) TPS has reasonable grounds to suspect fraud by the Business or a violation of Applicable Laws; (d) any Dispute exists involving the TPS Account or any transaction conducted in connection therewith, or (e) if needed to protect the security of TPS’s and its clients’ systems.

2.13. TPS may retain any funds connected with your Transactions if required by Applicable Laws or court order or requirement of competent government authority. You agree to hold TPS harmless in such circumstances.

2.14. If TPS restricts the Services or retains funds in accordance with this agreement, it shall notify the Business unless it is unlawful for TPS to do so or it would compromise the security of TPS’s systems.

2.15. Transaction history and current balance, including funds received by TPS and settlements made to you, is shown on your TPS Dashboard. You are responsible for checking such details and promptly reporting to TPS any suspected irregularities or errors.

2.16.  TPS does not give any assurance that the Services will be uninterrupted or available at any time. TPS shall use reasonable endeavors to schedule. However, the Business acknowledges that urgent maintenance may be necessary at any time for security reasons or to protect against fraud. TPS will use reasonable endeavors to give as much advance notice as possible of any scheduled maintenance downtime.

3. Onboarding

3.1. To receive the Services, the Business must complete TPS’s onboarding process, including the Application Form, and pass TPS’s prevailing “know your customer” checks and other checks and processes in place, and must be approved by TPS as per clauses 3.5 and 3.6.

3.2. Subject to TPS’s approval as per clauses 3.5 and 3.6, if onboarding is successfully completed, TPS shall notify the Business and issue a welcome email. TPS shall have no obligation under this agreement until the completion of onboarding to TPS’s reasonable satisfaction and the issuing of the welcome email in writing to the Business.

3.3. If, at any time, any of the information provided by the Business to TPS during the onboarding process becomes inaccurate or incomplete, the Business must notify TPS without delay. The Business indemnifies TPS and holds TPS harmless with respect to all consequences occurring in connection with the Business’s failure to ensure such information is complete and up to date. The Business acknowledges that failure to ensure the Settlement Account details are correct, complete and up to date may result in TPS remitting Business’s funds to a third party, in relation to which TPS shall have no liability.

3.4. TPS may make, directly or through any third party, any inquiries it deems necessary or prudent to validate the accuracy of Business information. The Business hereby gives its unconditional and irrevocable consent to TPS disclosing Business information for such purposes.

3.5.  TPS reserves the right to approve or reject any Business for onboarding. If a Business engages or will engage in a “Restricted Business”(as defined below), it will be classified as a Restricted Business for the purposes of this agreement and must undergo a separate review and approval process by TPS and such approval will remain at TPS’s discretion (“Additional Review Process”). A ‘Restricted Business’ is a: (a) medical or healthcare business; (b) insurance business; (c) regulated financial services business; (d) real estate brokerage business; (e) business that would be deemed a Designated Non-Financial Body or Profession (“DNFBP”); or (f) any other business which requires additional regulatory licenses and permits to operate according to the applicable law. The Business must explicitly declare that it is a Restricted Business to TPS ahead of the onboarding process. If TPS has reason to believe a Business is or will be engaged in a Restricted Business, it may request that such Business undergo the Additional Review Process which will either culminate in an approval or rejection by TPS. If rejected, the Business will not be onboarded and no agreement (including this agreement) will form between TPS and the Business.

3.6. A Business that engages or that will engage in a ‘Prohibited Business’ (as defined below) will be classified as a Prohibited Business for the purposes of this agreement and must explicitly declare that it is a Prohibited Business to TPS ahead of the onboarding process, so that TPS can reject its onboarding as a subscriber to the Services. TPS reserves the right to reject the onboarding of a Prohibited Business and if rejected, no agreement (including this agreement) will form between TPS and the Business. 

A “Prohibited Business” is a business which is involved in one or more of the following activities (and this list of activities, or any part thereof, is subject to change by TPS at any time and without notice): (a) cryptocurrency trading platforms; (b) non-regulated ‘Introducing Brokers’; (c) CFD brokerages; (d) charities; (e) lotteries / auctions / raffle related activities; (f) sale of counterfeit products; (g) sale of fake subscriptions or followers on social media or fake online traffic; (h) pawn shops; (i) crowdfunding platforms; (j) high-value art dealers; (k) precious stones dealers; (l) military or dual goods related services; (m) selling databases that breach the applicable data protection law; (n) business that TPS considers to pose a risk (reputational or otherwise) to TPS; and (o) any other business that is prohibited under the applicable laws

3.7. If after onboarding, a Business intends to genuinely engage in a Restricted Business or Prohibited Business, it shall promptly inform TPS and, in the case of a Restricted Business, shall undergo the Additional Review Process, or in the case of a Prohibited Business, shall request TPS’s directions on the matter including whether to terminate this agreement (and any such termination will be based on terms that are satisfactory to TPS). TPS reserves the right to terminate this agreement with immediate effect if it has reason to believe that a Business is engaged in a Prohibited Business or is a Restricted Business and has not sought (or obtained) TPS’s approval.

4. Payment Acceptance Authorisations

4.1. If the Business is receiving Payment Acceptance Services, the Business hereby authorises TPS to share all such information relating to the Business as is necessary to enable TPS’s third party payment processing provider to process the Transaction.

4.2. The Business must ensure that its web page (including any relevant social media accounts or third-party platforms) and mobile application through which Customers can enter into transactions contains an appropriate privacy policy which Customers accept and under which Customers authorise the transfer of their payment details to your payment processing provider (being TPS and/or any third-party payment processor, including our third party payment processor).

4.3. When a Transaction is completed, TPS will receive the Purchase Amount into the Holding Account.

4.4. The Business hereby irrevocably authorizes TPS to retain Business funds in the Holding Account until TPS completes its reconciliation process. The Business acknowledges that TPS is not a deposit-taking bank and holds the Business’s funds only in a transient manner as needed to complete the Services. TPS provides a service which facilitates payments by creating a link between the Business and the Customer’s payment method. The transfer of fiat funds between TPS and the Business will be completed via licensed clearing banks.

5. Merchant Payment Acceptance Acknowledgments

5.1. You agree that TPS offers the Payment Acceptance Service to facilitate the processing of Transactions on behalf of the Business to enable the Business to accept online payment for Products by Customers.

5.2. You acknowledge and agree that sales of Products are transactions between the Business and the Customer and not between the Customer and TPS.

5.3. TPS is not responsible for the quality, safety or legality of the Products or for any statement of any nature made in relation to them, nor for compliance with any law relating to the sale or offering for sale of such Products.

5.4. The Business must not use the Payment Link for any purpose other than to enable genuine Transactions requested by Customers from the Business.

5.5. Each Transaction shall be subject to the verification requirements of the third-party payment processing service from time to time (such as 3D Secure, or similar) that a Customer may have to complete. TPS accepts no responsibility for, and is held harmless by the Business for, any Transaction failure due to the inability of the payment processing service to complete the Transaction for any reason, including without limitation an inability to validate a Customer or due to any lack of funds of the Customer.

5.6. TPS may withhold funds held in the Holding Account if: (a) TPS has received notice of a Chargeback request for the relevant Transaction; (b) the relevant Transaction violates Applicable Law or the Policies or was conducted in breach of this agreement; or (c) TPS requires additional information from the Business to verify the Transaction in accordance with requirements of Applicable Law.

5.7. TPS will (to the extent permitted by Applicable Law) notify you in a timely manner if it believes any of the matters in clause 5.6 apply.

6. Refunds and Chargebacks

6.1. The Business must operate a fair and legally compliant (taking into account all Applicable Law) policy with respect to return/cancellation of Products and ensure that Customers are made aware of this policy when completing Transactions. Any price adjustments, returns or replacements of Products or cancellation of Products in connection with a Transaction agreed by the Business are a matter between the Business and Customer only and TPS has no involvement with or liability with respect to such matters whatsoever.

6.2. A Chargeback is initiated by a Customer via the Customer’s issuing bank. TPS will be the recipient of any Chargeback request received. TPS is under no obligation to conduct any investigation whatsoever into the merits of the Chargeback or to form any view on the Customer’s legal entitlement to the Chargeback. The Business hereby acknowledges that it shall have no recourse against TPS with respect to any Chargeback.

6.3. If TPS receives a Chargeback notification TPS will notify the Business via electronic notice (Chargeback Notice) using the means customarily used at the time to communicate with the Business with respect to the Services. If the Business does not agree that the Customer is entitled to reverse the Transaction in question and wishes to dispute the Chargeback, the Business must serve a counter-notice on TPS (Chargeback Dispute Notice) within 24 hours of receipt of the Chargeback Notice using the method made available by TPS at the relevant time.

6.4. If the Business does not serve a Chargeback Dispute Notice within the 24-hour period referred to in clause 6.3, TPS will not dispute the Chargeback and the Business shall be deemed to have irrevocably accepted the Chargeback. The Business hereby irrevocably waives any right to request TPS to participate in or assist any challenge of a Chargeback after the time period described above.

6.5.  If a Chargeback is applied for any reason, TPS will be debited for the amount in question by third party participants in the payment processing supply chain. Accordingly, TPS may recover such debited funds from the Business by debiting the Business’s TPS account, if applicable, and if insufficient funds are still available, debiting the amount from future settlement amounts or, if TPS reasonably believes the Business’s Transaction volumes and amounts will not enable it to recover the money within (2) business days from future settlement amounts, demanding payment of such amount as a debt, which the Business hereby agrees to pay within (2) business days. If the Business has payment card details associated with its TPS Account, the Business hereby irrevocably authorises TPS to debit such card with respect to any debt owed to it. Any unrecovered amounts under the above methods may be pursued as a debt by TPS via any lawful means. Any failure to pursue a debt in a timely manner shall not prevent TPS from recovering such amounts from future amounts otherwise due to the Business.

6.6. If the Business serves a valid Chargeback Dispute Notice, TPS will follow the applicable procedure to dispute the Chargeback. The Business must provide all relevant information to TPS to enable it to do so. TPS will relay the Business’s information but is under no obligation to make further enquiries or investigations.

6.7. The Business understands that Chargeback schemes are run by payment card scheme operators, and not by TPS. The Business hereby undertakes to indemnify, keep indemnified and hold harmless TPS with respect to all losses, costs and expenses suffered or incurred by TPS as a result of any Chargeback relating to the Transactions. The indemnification obligation includes any costs which are judged to be attributable to TPS as a result of the Chargeback process, such as dispute fees or settlement fees. Our fees are detailed on the TPS Sites.

6.8. If a Transaction is refunded or a Chargeback is accepted, TPS is under no obligation to refund the applicable Transaction Fee to the Business and may continue to debit the Transaction Fee and applicable Taxes in accordance with Clause 9.

7. Brand Features

7.1. Each party will retain ownership over its rights, titles and interests, including without limitation all Intellectual Property Rights relating to its Brand Features. Except to the limited extent expressly provided in the agreement, neither party grants, and the other party will not acquire, any right, title or interest (including, without limitation, any implied license) in or to any Brand Features of the other party.

8. Fees and Reconciliation

8.1. The Business is liable to pay the Transaction Fee to TPS with respect to each Transaction processed under this agreement. The Business hereby agrees to the deduction of all applicable Transaction Fees (plus Taxes) as payment for the Services.

8.2. TPS may also introduce additional fees for new or changed features from time to time. To the extent you use any paid-for elements of TPS’s services you agree to pay the applicable fees.

8.3. The Business will pay all applicable Taxes imposed under Applicable Law and due with respect to the fees, which TPS shall invoice for and document as part of the reconciliation documentation. The Business irrevocably instructs TPS to take into account such Taxes in the reconciliation process under this agreement. For the avoidance of doubt, the Transaction Fee is exclusive of any applicable Taxes from time to time.

8.4. TPS will receive Purchase Amounts from its third-party payment gateway provider into the Holding Account. TPS will transfer such amounts, less the applicable Transaction Fees (including Taxes) to the Business. 

8.5. TPS typically receives Purchase Amount funds around (3) business days after the Transaction date and aims to reconcile payments to the Business on the following Business Day. However, TPS does not guarantee such timescales will apply and is not responsible for any delays caused by matters outside its control.

8.6. TPS is not required to submit any settlement amount to the Business whilst the aggregate of the settlement amount owed is below the minimum settlement threshold operated by TPS from time to time. If this agreement is terminated and all sums owed to TPS have been paid by the Business, TPS will settle any remaining balance, even if such balance is below the threshold.

8.7. TPS may in its discretion increase or decrease the Transaction Fee and/or the Card Fee and update the TPS o Fee Schedule. All changes to relevant fees will be notified by TPS to the Business via email or the TPS Sites. TPS shall try to provide as much advance notice as we reasonably can and we will always give at least 14 days’ notice. The change will be effective from the date communicated in the notice. If you do not agree to pay any changed fees, you must stop using the relevant Business Service before the date communicated. Any continued use of the relevant Business Service after such date constitutes your agreement to the changed fee.

8.8. You are responsible for determining any and all Taxes and duties assessed, incurred, or required to be collected, paid, or withheld for any reason in connection with the Transaction between the Business and Customer, for ensuring such are included as required in the Purchase Amount and for ensuring that the same are remitted as appropriate to the relevant tax authority. TPS will not pay on your behalf any Tax chargeable to you or that you are required to collect from your Customers.

8.9. The Business acknowledges that TPS may appear on the Customers’ credit card or bank statements, but that the Business remains the seller of the goods and services purchased by the Customer and is responsible for, and will ensure that it does, issue to the Customer if applicable a full VAT invoice for each Transaction which complies in all respects with Applicable Laws.

8.10. The Business agrees that it shall not be entitled to receive any interest payment or finance charge or similar from TPS with respect to any period during which TPS is temporarily holding Business funds.

8.11. TPS is not a deposit-taking bank but a payment service provider. TPS may sub-contract all or part of the services, such as the processing of card payments in compliance with PCI DSS standards, to a third-party supplier.

9. Service Disputes

9.1. TPS will investigate Service Disputes, provided that the Business provides reasonable assistance to TPS as requested by TPS, from time to time. The Business hereby undertakes to respond to and resolve with TPS any Customer enquiries and claims that TPS passes on to the Business within a maximum period of 3 business days of the Business’s receipt of such enquiries and claims.

9.2. Any Service Dispute should in the first instance be referred to TPS’s Customer Support Team by contacting business@paythanos.com. We will ensure that all Service Disputes are handled and addressed in a fair and timely manner. We aim to communicate with you regarding the Service Dispute within a period of seven 7 calendar days from the date of receipt (unless you notify us that the Service Dispute has been resolved). We aim to respond to you with a decision regarding the Service Dispute within fourteen 14 calendar days from the date we receive the complaint.

9.3. In the event there is an error in the processing of any Services, you authorise us to initiate debit or credit entries against the amounts to be settled to you to correct such error, provided that any such correction is made in accordance with Applicable Laws.

9.4. You are required to have eligible devices to use the Services. We, at our own discretion, shall determine which devices are eligible to be used with the Services. Devices that have been unlocked in an unauthorised fashion or otherwise modified may not be eligible to use the Services.

9.5. We reserve the right to impose acceptable terms of use in relation to the operation of your TPS Account and the provision of any Services including the prohibition of certain categories of Transactions for example payments in relation to gaming, cryptocurrencies and all other virtual currencies by specifying these on the TPS Sites, when and as practicable.

10. Confidentiality, Data Protection and Intellectual Property Rights

10.1. The Business will not disclose or cause to be disclosed any confidential and/or proprietary information belonging to TPS without TPS’s prior written consent, except to those of its employees, agents, representatives or contractors of the parties who strictly require access to such information to perform under this agreement (“Authorised Personnel”) and who are bound by written agreement not to disclose third party confidential or proprietary information disclosed to the Business. The Business acknowledges and agrees that the Business is responsible for any act and/or omission of any Authorised Personnel. The Business will protect TPS’s confidential and proprietary information by using the same degree of care (and no less than a reasonable degree of care) that it uses to protect its own confidential and proprietary information of a like nature to prevent its unauthorised use, dissemination or publication to any unauthorised third party. The Business shall, and procures that its Authorised Personnel shall, strictly use TPS’s confidential information for the purposes of performing this agreement.

10.2. The Business will comply with all Applicable Law and reasonable industry standards for ensuring data security and data protection for transactional and Customer information. In particular, the Business will ensure that its Customers are provided with all relevant privacy information, as required by law, and are made aware that the payment processing services described in this agreement are performed by a third party and not by the Business.

10.3. TPS will process personal data (as defined in the applicable data protection law) relating to the Business in connection with this agreement. We will protect your personal data and maintain its confidentiality including where it is held by an agent or third party on behalf of us and ensure that we have in place and maintain adequate policies, procedures and controls. We will not disclose the Business’s personal data unless: (i) required to do so by Applicable Law or a competent government or regulatory authority; or (ii) it is in order to do so to perform our obligations under this agreement (for example, where our payment gateway provider requires Business information to enable provision of its services) or where we engage a third-party service provider (in which case we shall ensure an appropriate written agreement is in place); or (iii) it is necessary to do so in connection with a potential acquisition of our business, in which case we shall only disclose the minimum necessary information to enable the potential purchaser to assess the value of our business customer base, and will anonymise information as far as possible within such purposes, and we shall ensure such potential purchaser is under a binding obligation of confidentiality; or (iv) the disclosure is made with your prior written consent, which we have requested.

10.4. To the extent TPS processes personal data relating to Customers in connection with Transactions, it does so as an independent data controller and not as a processor acting on behalf of the Business. TPS will determine the appropriate means and purposes on which it processes such personal data, in accordance with industry standards applicable to the payment processing industry and Applicable Law.

10.5. TPS processes your personal data in accordance with its Privacy Policy available at https://paythanos.com/terms-of-service-and-conditions/. The Business acknowledges that it has had an opportunity to read such policy. If we decide to change our Privacy Policy, we will post those changes on the Privacy Policy page so that you are always aware of what information we collect, how we use it and under what circumstances we disclose it. You should check the Privacy Policy frequently for changes.

10.6. TPS will use reasonable endeavours to keep the TPS Sites secure but cannot guarantee their security or that communications over the internet are secure. The Business is responsible for ensuring it keeps efficient back-up copies of the Transaction Information and other information in line with its needs and obligations outside TPS’s environments.

11. Warranties 

11.1. Each party represents and warrants that it has full power and authority to enter into the agreement.

11.2. The Business warrants to TPS that the Business: (a) will cooperate with TPS in all matters in relation to the Services; (b) owns and controls all webpages, and others; (c) owns, or is lawfully licensed to use, the confidential information, Brand Features and Intellectual Property Rights which it purports to own, or have the authority to use, in connection with the Services, and that its use of the Services will not infringe the Intellectual Property Rights of any third party; and (d) has and will maintain throughout the term of this agreement all rights, authorisations and licenses that are required to permit the Business to implement the Services and to conduct its business activities.

11.3. The Business also warrants to TPS that: (a) it is not engaged in a Prohibited Business; (b) it will comply with all Applicable Laws connected with the Services; (c) the information and details provided in the Application Form are fully accurate; (d) it is not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g. the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, the Central Bank of the United Arab Emirates or any other applicable government authority; (e) it will comply with all Applicable Laws in relation to the sale of Products and its relationship with Customers.

11.4. TPS and its licensors make no express warranties or representations with respect to the provision of the Services.

11.5. In particular, TPS and its licensors do not represent or warrant to you that: (a) your use of the Services will meet your requirements; (b) your use of the Services will be uninterrupted, timely, secure or free from error; and (c) any information obtained by you as a result of your use of the Services will be accurate or reliable.

11.6. No conditions, warranties, representations or other terms (including any implied terms as to quality, fitness for purpose or conformance with service descriptions) apply to the Services except to the extent that they are expressly set out in the agreement.

11.7. TPS will not be liable for any breach of this agreement if the breach directly or indirectly results from a failure by the Business to comply with this agreement.

12. Limitation of Liability 

12.1. Nothing in this agreement will exclude or limit TPS’s liability for losses which may not be lawfully excluded or limited by Applicable Law.

12.2. Subject to Clause 12.1, we (and our licensors), will not be liable to you for any loss of profit; loss of goodwill or reputation; loss of business; loss of revenue; loss of data; costs associated with procuring alternative services; in each case whether suffered directly or not; or any indirect or consequential losses.

12.3. Subject to Clause 12.1, we (and our licensors), will not be liable to you for any loss or damage which may be incurred by you as a result of: (a) any breach of this agreement by you; (b) any reliance placed by you on the completeness, accuracy or existence of any advertising; (c) any change which we may make to the Services, or any permanent or temporary cessation in the provision of the Services (or any features within the Services); (d) malfunction of the Services; (e) the deletion of, corruption of or failure to store any communications data maintained or transmitted by or through your use of the Services; (f) your failure to provide us with accurate account information; (g) any failure by you, your employees, contractors or agents to use the TPS Account in accordance with our specifications, manuals, and instructions; (h) any unauthorized access to, or use of, your TPS Account (whether as a result of your providing such access or third party hacker); or (i) any fraudulent use of the Services by you.

12.4. Aside from our obligation to remit to you the funds due to you under this agreement, our total aggregate liability in any calendar year will be cumulatively limited to the value of the Transaction Fees earned and received by us under this agreement with you in such calendar year. References to liability in this agreement include every kind of liability arising under or in connection with this agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

13. Indemnification

13.1. You will indemnify, defend and hold harmless TPS (and our respective employees, directors, agents and representatives) from and against any and all claims, costs, actions, suits, or demands and any related losses, damages, liabilities, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in this agreement, including without limitation any violation of the Policies or any engagement in a Prohibited Business by you; (b) any actual or alleged infringement, misappropriation or violation of any third-party rights or Applicable Law by you; (c) your use of the Service or incompatibly of your hardware and software resulting in any interruption, malfunction or error in the Services; (d) any actual or alleged infringement of a third party’s Intellectual Property Rights arising or in connection to the Business’ use of the Services; (e) fraud or fraudulent misrepresentation caused by the Business using the Services; or (f) any liability you have to any Customer or other third party.

14. Force Majeure

14.1. Should any Force Majeure Event delay the performance by either party of its obligations under this agreement, the affected party shall notify the other party in writing within (7) calendar days of such Force Majeure Event.

14.2. Upon the occurrence of a Force Majeure Event, the affected party’s duty to perform its obligations under this agreement shall cease until such Force Majeure Event have been remedied and the affected party shall not be liable for any non-performance during such time.

15. Term and Termination

15.1. Once effective, this agreement will remain in force unless and until terminated in accordance with the provisions of this Clause 15.

15.2. You may terminate this agreement at any time. TPS reserves the right to conduct follow-up enquiries or request further information to verify the authenticity and validity of a termination notice.

15.3. Once a notice served under Clause 15.2 has been verified by TPS, this agreement shall terminate and you will be sent a confirmation email.

15.4. We may terminate the Service and this agreement for any reason at any time by providing prior written notice to you. We will endeavor to give reasonable notice but this may not be possible.

15.5. Without limiting our rights under Clause 15.4, we may suspend the Service and disable the Payment Link and your TPS Account credentials if: (a) you have materially violated the terms of this agreement; (b) we determine that you pose an unacceptable security, credit, fraud or compliance risk to us or any third party including our other customers; (c) you provide or have provided false, incomplete, inaccurate, or misleading information (including without limitation any registration information) or otherwise engage in fraudulent or illegal conduct; (d) we have security concerns regarding your TPS Account; (e) we suspect unauthorized or fraudulent use of the Services.

15.6. In such cases, we will inform you of the suspension of your TPS Account and the reasons for it, where possible, before the suspension and at the latest immediately thereafter, unless we determine giving such information would compromise security concerns or is prohibited by Applicable Law. We will reactivate the Payment Link and your TPS Account credentials, or replace it or them, as applicable, if the reasons for suspension are resolved.

15.7. TPS reserves the right to impose an Account Closure Fee as outlined in the TPS Fee Schedule if termination of this agreement is due to your engagement in fraudulent or otherwise unauthorized activities that violate the terms of this agreement. This fee is intended to cover the administrative and investigative costs associated with addressing fraudulent or prohibited conduct. The Account Closure Fee will be deducted from any funds held on your behalf approximately six 6 months following account termination, allowing for the resolution of any pending disputes or chargebacks.

15.8. TPS will inform you of major operational or security incidents affecting the Service as soon as possible, and the measures taken by us to address and mitigate their effect.

15.9. We will not be liable to you for compensation, reimbursement, or damages of any kind, direct or indirect, including without limitation damages on account of the loss of prospective profits, anticipated sales, goodwill, or on account of expenditures, investments, or commitments in connection with any termination or suspension of the Service. Upon termination of this agreement for any reason: (a) you will remain liable for all fees, charges and other payment obligations that have been incurred through to the effective date of termination with respect to the Service; and (b) your access to your TPS Account will be terminated and the Payment Link will be permanently disabled.

15.10. In addition to any payment obligations under this agreement, any other terms which by their nature are intended to survive termination will survive the termination or expiry of this agreement.

15.11. At the date of termination, any pending Transactions not processed will be cancelled and any Transactions already in progress at the date of termination will be processed as usual, including with respect to remittance obligations and the right of TPS to charge the Transaction Fee.

15.12. If after termination of the agreement and deduction of all applicable fees and charges, there are funds of yours in the Holding Account, TPS will remit such funds to your Settlement Account promptly.

15.13. Termination of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.

16. Third Parties 

16.1. The terms of this agreement may be enforced only by: (i) a party to it or such party’s successors and permitted assignees; (ii) a party specifically entitled to be indemnified under this agreement.

17. Governing Law and Dispute Resolution

17.1. This agreement and any non-contractual obligations arising out of or in connection with this agreement shall be governed and interpreted in accordance with the laws of the Dubai International Financial Centre (“DIFC”). All disputes arising from or related to this agreement shall be referred to the Courts of the DIFC.

18. Communications and Notices 

18.1. This agreement is concluded in English and all notices or other communications or deliveries required or permitted to be made under this agreement will be in writing and in English. Any translations are provided for convenience only and in the event of a discrepancy between this English version and any translation, this English version shall govern.

18.2. We may provide all communications and information related to the Services and your TPS Account, including without limitation agreements related to the Service, amendments or changes to such agreements or any Policies, disclosures, notices, Transaction information, statements, responses to claims and other customer communications that we may be required to provide to you by law (collectively, “Communications”) in electronic format. Communications may be posted to the TPS Sites or sent by e-mail to the e-mail address we have on file for you, and all such Communications will be deemed to be in “writing” and received by and properly given to you. You are responsible for printing, storing and maintaining your own records of Communications, including copies of this agreement in line with your own business practices. This condition does not affect any legal rights you may have.

19. General 

19.1. Nothing in this agreement is intended to or creates any type of joint venture, employee-employer, escrow, partnership, or any fiduciary relationship between you and us. Further, neither party shall be deemed to be an agent or representative of the other by virtue of this agreement. Neither party is authorized to, and will attempt to, create or assume any obligation or liability, express or implied, in the name of or otherwise on behalf of the other party. Without limiting the generality of the foregoing, neither party will enter into any contract, agreement or other commitment, make any warranty or guarantee, or incur any obligation or liability in the name or otherwise on behalf of the other party.

19.2. You may not assign or transfer any rights, obligations, or privileges that you have under this agreement without our prior written consent. Subject to the foregoing, this agreement will be binding on each party’s successors and permitted assigns. Any assignment or transfer in violation of this Clause 19.2 will be deemed null and void.

19.3. Save as expressly waived in this agreement, to be effective, any other waiver by a party of any of its rights or the other party’s obligations under this agreement must be made in writing signed by the waiving party. No failure or forbearance by either party to insist upon or enforce performance of any of the provisions of this agreement or to exercise any rights or remedies under this agreement or otherwise constitutes a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision, right, or remedy in that or any other instance; rather, the same will be and remain in full force and effect.

19.4. If any portion of this agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this agreement will remain in full force and effect and, upon our request, the court will construe any invalid or unenforceable portions in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from this agreement and the rest of the agreement remains in full force and effect.

19.5. If you wish to make a complaint or suggestion (other than a Service Dispute), you can send an email to info@paythanos.com. We will ensure that all complaints are handled and addressed in a fair and timely manner. We will communicate with you regarding your complaint within a period of 7 days from the date of receipt (unless you notify us that the complaint has been resolved). We will respond to you with a decision regarding your complaint within 15 working days from the date we receive the complaint. Our complaints handling procedures are available free of charge and upon request.

19.6. This agreement, including without limitation the Policies, constitutes the entire agreement of the parties with respect to the subject matter of this agreement, and supersedes and cancels all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter of this agreement. Except as expressly provided above, no modification or amendment of this agreement will be binding on us unless set forth in writing and signed by us.