Tap Payments Terms and Conditions In UAE

Definitions and Interpretations
1. In this Agreement, the following words shall, unless otherwise expressly stated or the context otherwise requires, have the following meanings:
  - First Party: means Tap Payment Services LLC (Trade License: 800381), located in Office 502-504, Ubora Office Towers, Marasi Drive, Business Bay, Dubai, UAE.
  - Second Party: means the party that is in this Agreement with the First Party and uses First Party’s services, “Merchant”.
  - Parties (or Both Parties): means the first party and the second party collectively.
  - Country: means the country where the Second Party is registered.
  - Agreement: means this agreement and its attached appendices, duly signed by both parties.
  - Refund: means any refund given in respect of a Transaction to the Payment Method Holder’s account.
  - Chargeback: a transaction that is reversed because the Payment Method Holder has successfully disputed the transaction.
  - Payment Method: means any method that the First Party offers for accepting transactions, whether it is a card, wallet, or any other means of payment.
  - Payment Method Holder: means the user that got issued the payment method or the user who is authorized to use such a payment method.
  - Customer: means the customer of the Merchant.
  - Customer Data: means all information that the customer provides in the course of making a payment to the Merchant, including Payment Method Information, Transaction data, and/or security-related information.
  - Data Compromise: means the unauthorized access, disclosure, modification, transmission, and/or use of the Customer Data by a third party and/or the loss, theft, degradation, destruction, dissemination, distribution, erasure, copy, and/or corruption of the Customer Data in any manner.
  - Working Hour or Working Day: means such hours or days on which the Second Party or the Merchant is normally open for business.
  - Payment Acceptance Services: means the facilitation of payment processing services offered by the First Party that provide the Merchant with the ability to accept any payment method, such as credit cards, or debit cards, on a website, mobile wallet, or mobile application. These services include those described in the appendices.
  - Personal Data: means any information relating to an identified or identifiable natural person, such as name, personal identification number, addresses, contact numbers, license numbers, records, personal belongings, bank account numbers, credit cards, and other personal data.
  - Term: means a period as mentioned in the Agreement.
  - Transactions: means any payment transaction carried out between the Merchant and the Payment Method Holder, the payment of which is made by the use of a Payment Method.
  - Valid Transaction: means those transactions that are successfully completed with a valid and authorized Payment Method and processed by the Merchant in accordance with the terms of this Agreement and/or any procedure guidelines that the First Party may issue.
  - Payout: means the transfer of Merchant amounts from valid transactions between internal accounts of the First Party to the Merchant’s bank account as stated in this Agreement.
  - Disputed Transactions: means the transaction that has been disputed by the Payment Method Holder, the bank, the Merchant, the regulator, payment networks, or any other entities of an authorized nature.
  - Payment Scheme: means any scheme of a Payment Method provided by the First Party.
  - Partner: means the entity that is promoting the First Party’s services on behalf of the First Party, such as a Platform or a Developer.
  - Platform: means any technology service or entity that offers pre-built solutions to enable and facilitate the business and operations for the Merchants.
  - Developers (or Developers’ Community): means any freelancer or entity that offers customized development of software applications, websites, and other commerce tools to Merchants.
  - Marketplace: means the entity that acts as a Merchant for merchants and allows their Merchants to process and aggregate transactions through their channel.
2. The Recitals herein above shall constitute an integral part of this Agreement and shall be read with it for all purposes and intent.
3. A reference to this Agreement or to any other Agreement or document referred to in this Agreement is a reference to this Agreement or such other Agreement or document as varied, superseded, or novated (in each case, other than in breach of the provisions of this Agreement or the provisions of the Agreement or document in question, as appropriate) from time to time.
4. Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular.
5. A reference to writing or writing includes emails but no other electronic form unless otherwise expressly provided in this Agreement.
6. Any words following the terms including, including, in particular, for example, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase, or term preceding those terms.
7. Where the context permits, other and otherwise are illustrative and shall not limit the sense of the words preceding them.
8. A reference to a statute or statutory provision is a reference to it as amended, extended, or re-enacted from time to time or as it is in force at the date of this Agreement, provided that, as between the parties, no such amendment, extension, or re-enactment made after the date of this Agreement shall apply for the purposes of this Agreement to the extent that it would impose any new or extended obligation, liability, or restriction on, or otherwise adversely affect the rights of, any party.
9. Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
10. References to clauses and Appendices refer to clauses and Appendices to this agreement, and references to paragraphs refer to paragraphs and parts of the relevant Appendices.
11. The Appendices form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Appendices.
12. The First Party will communicate any changes to the Terms and Conditions or the Agreement at least 30 calendar days in advance, provided that this shall not include any amendments of a financial nature, unless otherwise expressly provided in this Agreement. In the event that the Second Party does not agree to the revised Terms and Conditions or the agreement, the Second Party has the right to terminate the Agreement with consideration for the clauses relevant to the Agreement termination conditions. In addition, the acquiescence of the Second Party within ten (10) days is considered tacit consent to the amendments, which are binding on the second party and cannot be rescinded.
13. The First Party shall provide all Services in accordance with the terms and conditions of this Agreement, Payment Scheme rules, and Applicable Laws.
Obligations
1. The First Party will provide the required communication channels for the Second Party and their consumers in order to report complaints or raise inquiries related to the service provided.
2. The First Party will handle and address complaints in a fair and timely manner, in accordance with the regulatory authorities guidelines on such matters.
3. The First Party will provide the required procedures for receiving and handling complaints raised, and ways to follow up on such complaints.
4. The First Party will supply the Services set out in the Appendices in accordance with this Agreement.
5. The First Party shall ensure that all representatives involved in the provision of the services have suitable skills and experience to enable them to perform the tasks assigned to them.
6. The Second Party shall be solely responsible for adherence to any rules, applicable laws, and requirements set out in this agreement or in the jurisdiction where the Second Party is located.
7. The Second Party shall provide, upon the First Party’s request, in a timely manner and at no charge, access to information maintained by the Second Party (or any third party where relevant and subject to its consent) that is required by the First Party to provide the service, provided that refusal or delay by any third party shall not relieve the Second Party from its obligation to provide such information where required by the First Party under this Agreement, applicable law, regulatory requirements, or Payment Scheme rules.
8. The Second Party shall obtain and maintain all necessary licenses and consents and comply with all relevant legislation or otherwise required under applicable industry practices or Payment Rules to enable the First Party to provide the services, insofar as such licenses and consents relate to the Second Party's obligations under this Agreement.
9. The Second Party shall not attempt to interfere with or compromise the integrity or security of the service provided by the First Party.
10. The Second Party shall not attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the service provided by the First Party in any form or media or by any means, unless it is approved in writing by the First Party.
11. The Second Party shall not attempt to reverse compile, disassemble, reverse engineer, or otherwise convert all or any portion of the First Party's service to human-perceivable form.
12. The Second Party shall not erase or remove any proprietary or intellectual property notice contained in the service provided by the First Party.
13. The services provided to the Second Party shall not be available to any client or user who carries out any prohibited transactions as per the local laws and regulations or that the first party considers inappropriate.
14. The Second Party acknowledges and agrees that it will only offer a specific category/type of product(s) and/or service(s) that fall within the business activities that are outlined in its Commercial Registration, as agreed upon at the time of signing this agreement. If the Second Party needs to offer other types/categories of goods outside of the agreed Business type, it must notify the First Party in writing in order to initiate the Approval Mechanisms for the new types of goods or services.
15. The Second Party will promptly notify The First Party of any change or anticipated change to the beneficial ownership of The Second Party’s business, regardless of the ownership type. In this regard, the Second Party will ensure that the First Party always maintains an up-to-date copy of the Second Party's required registrations, certificates, licenses, approvals, permits, as issued by the applicable authorized legislative authorities.
16. In the event of a transfer of ownership or sale, whether partial or full, of the Second Party, such transfer or sale shall not grant the Second Party or the acquiring party the right to continue utilizing the services provided by the First Party. The acquiring party shall be responsible for entering into a new agreement or arrangement with the First Party for the provision of services, subject to the terms and conditions mutually agreed upon by the parties. Any continued use of services by the acquiring party without a separate agreement with the First Party shall be deemed a breach of this Agreement.
17. The First Party shall be responsible for covering settlement-related fees and costs imposed exclusively by its designated banking partner. This obligation does not extend to any additional fees or expenses incurred by the Second Party’s bank.
Connection and Integration
1. The Second Party shall, at its own cost, provide and maintain all power and connections necessary for the integration and operation of the First Party.
2. The First Party shall not be in any way liable to the Second Party, to any Payment Method Holder of the Second Party, or to any other person for any costs, losses, expenses, or damages, whether caused directly or indirectly by the Second Party’s system malfunction, failure of connection or integration, or any other technical issues related to the Second Party and the means of payment.
Marketing and Advertising
1. The Second Party shall adequately display on its website or app the promotional sign(s) or other materials approved by the First Party.
2. The Second Party may use such names or designs approved by the First Party solely to indicate that the provided Payment Methods are accepted.
3. The Second Party shall not use any other materials referring to the First Party or any other name or design associated with Payment Methods without the prior approval of the First Party.
4. The Second Party acknowledges that they are familiar with the names, logos, symbols, and trademarks as published by the First Party, the Payment Scheme, or the Payment Method Issuer, and agrees to display the payment scheme names and service marks of the Payment Methods accepted by the Second Party.
5. The use of the names, logos, symbols, and trademarks must comply with the Payment Scheme Rules or the First Party’s policies, including those communicated from time to time.
6. The Second Party agrees to prominently display standard signs, service marks, domestic and international Payment Scheme logos and trademarks, and other promotional materials as required by the First Party, the Payment scheme, and applicable regulations.
Renewal and Termination
1. This Agreement is valid for one (1) year from the date it is signed by both parties and shall automatically renew for successive one (1) year periods, unless terminated by either party by giving thirty (30) days prior written notice to the other party.
2. The second party has the right to withdraw from concluding the agreement, without incurring any penalties, within a period of no less than ten (10) working days. They also have the right to a full refund of any fees paid in advance if the fees are not linked to a service that was provided to them.
3. Notwithstanding the above, this Agreement may be terminated by the First Party immediately without notice in the following events:
  1. Non-payment by the Second Party of charges, fees, or other dues and the Second Party’s failure to pay is not remedied within five (5) Business Days from the notification to the Second Party;
  2. Insolvency, dissolution, liquidation, and/or any other corporate action or legal proceedings against the Second Party;
  3. Changes in nature or place of business, or the relevant KYC information of the Second Party;
  4. The Second Party violates or does not strictly adhere to any of the terms or conditions of this Agreement and/or any other agreement entered into between the First Party and the Second Party in any way and is not remedied by the Second Party within Five (5) Business Days of a notification by the First Party;
  5. Audits or investigations conducted by the First Party, its acquirers, or the Payment Schemes reveal that the Second Party has engaged in fraudulent or unlawful activity;
  6. The Second Party is inactive for a period of three (3) months or the activity is below the minimum set by the First Party.
  7. The Second Party’s account with the First Party is closed.
  8. Receipt of an instruction from a legislative, legal, or regulatory authority to terminate the relationship with the Second Party.
  9. The Second Party fails to provide required information with regards to a valid license, transaction information, or types of goods and services that are not in line with the accepted business.
4. Either Party may terminate this Agreement at any time and without cause by giving the other Party thirty (30) days' prior written notice of termination.
5. If the Agreement expires or is terminated by either party for any reason, each party will immediately pay all sums due and owing to the other party, subject to the First Party’s rights to withhold, set-off, or retain any amounts or balances in accordance with this Agreement and its Appendices.
6. Upon termination of this Agreement, the Second Party shall immediately remove any sign or other indication of its affiliation with the First Party’s service.
7. Upon termination of this Agreement for any reason, the Second Party’s obligations with respect to all charges, fees, and other amounts due to the First Party shall continue in full force and effect, in addition to resolving any disputed transactions with the Second Party.
Representations and Warranties
1. The following representations and warranties shall be effective for the Term and for any subsequent renewal of this Agreement:
  1. The Second Party has the required licenses, certificates, or authorizations from the authorized legislative authorities to operate in the country and has full authority to enter into this agreement.
  2. The Second Party has obtained all relevant commercial licenses and authorizations required and necessary for the performance of its activities.
  3. This Agreement has been executed by duly authorized representatives and constitutes a legal, valid, and binding obligation on both parties; and
  4. The Second Party is not aware of any circumstances that might limit the performance of its obligations under this Agreement.
2. The First Party shall comply with PCI DSS and, when applicable to the First Party, obtain and keep current and valid PCI DSS certification in accordance with the currently applicable PCI DSS.
3. The First Party is duly organized, authorized, and in good standing under the laws of the country and is duly authorized to do business in accordance with all applicable local laws, rules, regulations, requirements, registrations, filings, certificates, licenses, approvals, permits, and/or other standards established by any legislative authority having jurisdiction to control such activities.
Indemnity
1. Either Party agrees to indemnify the other Party against all costs, expenses, damages, and liabilities incurred by the latter directly as a result of:
  1. Either Party's material breach of any of the provisions of this Agreement;
  2. Any claim brought by any Payment Method Holder or third parties arising from the relevant Party’s breach;
  3. Any representation or warranty provided in this Agreement has proven to be untrue, incomplete or inaccurate; or
  4. The Second Party’s failure to meet the First Party’s security standards.
2. The Second Party will be fully responsible for any costs and expenses arising out of or in connection with any financial or legal disputes that may arise between the Second Party and the Payment Method Holders. The First Party will not, in any way, take part in or be a party to such disputes between the Second Party and the Payment Method Holders. However, if the dispute arises due to the First Party's failure, gross negligence, or willful misconduct, the First Party will be liable for such costs and expenses.
3. Each Party will indemnify and hold harmless the other Party, its employees, its agents, officers, and their respective successors and assigns from and against any and all actions, causes of action, proceedings, liability, claims, damages, and costs whatsoever (including, but not limited to, legal fees), that arise from that party's fault, failure, gross negligence, or willful misconduct in connection with this Agreement including without limitation, any Transaction processed by Either Party.
4. The First Party does not warrant or represent that the Services will operate uninterrupted or without errors. However, the First Party shall use commercially reasonable efforts to provide the Services uninterrupted or without errors. The First Party shall not be liable to the Second Party for any damages, losses, costs, including loss of profit, loss of revenue, or business interruption, arising out of or in connection with any service outage or failure, except to the extent such damages result from the First Party’s gross negligence, willful misconduct, or material breach of its essential obligations under this Agreement. In the event of any service outage or failure directly attributable to the First Party, the First Party shall be liable to the Second Party for direct and proven damages actually incurred as a result of such failure, provided that the First Party has been given prompt written notice and a reasonable opportunity to remedy the issue where technically feasible.
5. The First Party’s total aggregate liability under or in connection with this Agreement, including any third-party claims, shall in all cases be limited to the total fees paid by the Second Party for the Services during the six (6) months preceding the event giving rise to the claim, or the duration of the Agreement if shorter.
6. The First Party is not liable to the Second Party for fraudulent or unauthorized transactions made by Payment Method Holder via the Services provided by the First Party, regardless of how or from whom the transactions originated. The First Party shall not be responsible for equipping the Services provided with the means to intercept or prevent unauthorized or fraudulent transactions.
7. The First Party shall have the right to offset any amounts due to the First Party under this Agreement against any account held by the Second Party with Tap.
8. Transactions processed in a currency other than the designated payout currency will be subject to a foreign currency exchange (FX) rate, which the First Party may apply when converting funds into the payout currency. This FX rate reflects foreign currency market rates at the time of the transaction and includes an FX premium, ranging from 2% to 5% based on the specific currency pair to cover the necessary third-party and operational costs incurred by the First Party for handling the exchange process.
Confidentiality and Data Protection
1. Each Party ("Receiving Party") shall treat all non-public, confidential or proprietary information received from the other Party ("Disclosing Party"), including information related to this Agreement, the Disclosing Party's business, operations, customers, and technology, as confidential, and shall not disclose such information to any third party, except as permitted under this Clause.
2. The obligations of confidentiality shall not apply to information that:
  1. is or becomes publicly available other than through breach of this Agreement;
  2. was known to the Receiving Party prior to disclosure by the Disclosing Party;
  3. is independently developed by the Receiving Party without use of or reference to the Disclosing Party's confidential information; or
  4. is required to be disclosed by law, regulation, Payment Scheme rules, or governmental or regulatory authority.
3. The Parties acknowledge the existence of a separate Non-Disclosure Agreement (NDA) entered into between them, which shall govern their obligations of confidentiality in relation to information covered under that NDA. In case of any conflict between this Clause and the NDA, the provision giving greater protection prevails.
4. The Second Party shall implement and maintain adequate security measures to safeguard Payment Method Holder information, Transaction data, and any personal data processed under this Agreement, and shall not reproduce, use or disclose such data except as necessary to perform its obligations hereunder.
5. The Second Party shall comply at all times with applicable data protection and privacy laws and shall remain solely responsible for the lawful collection, transmission, processing, and use of personal data of its customers.
6. The Second Party acknowledges that it has read, understood, and agreed to the Privacy Policy of the First Party, which explains how personal information is collected, used, and shared by the First Party.
7. If the Second Party becomes aware of or suspects any unauthorized access, data breach, or security incident affecting Payment Method Holder or Transaction data, it shall:
  1. notify the First Party immediately;
  2. cooperate fully and provide access to relevant information;
  3. implement remediation actions as required by the First Party or relevant regulatory authorities;
  4. bear all related costs if the incident is due to its acts or omissions.
8. The obligations of confidentiality set forth herein shall survive the termination or expiry of this Agreement.
Force Majeure
1. Neither party shall be liable for any delay in performing its obligations if that delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, strikes, lockouts, or other industrial disturbances, acts of public enemy, wars, blockades, insurrections, riots, epidemics, pandemics, massive gathering ban, curfew, lockdown, landslides, earthquakes, fires, storms, floods, civil disturbances, terrorism, governmental regulations and directions, and any other cause not within the reasonable control of any party claiming suspension, all of which, by the exercise of diligence, such party is unable to prevent.
2. If any such circumstances occur, either party must notify the other party in writing within 7 days of the occurrence of the event, and the obligations of the parties will subsequently be suspended.
3. In the event that this suspension continues for a period exceeding 30 days, either party to this Agreement may, on giving prior written notice of 30 days to the other party, terminate this Agreement with immediate effect.
4. Termination under this clause shall not affect the liability of either party to pay any sum of money due to the other under the terms of this Agreement.
Amendment and Waiver
1. The first party shall notify the second party of any changes to the agreement at least thirty days in advance, while preserving the second party's right to terminate the agreement during the notice period without any cost, unless termination fees are agreed upon in the agreement.
2. No variation, amendment, or addition to this Agreement, or waiver of any provision, shall be valid unless in writing by both parties, except amendments made under Clause 1.12.
3. The terms of this Agreement shall apply to any such variation, amendment, or addition, except as may otherwise be provided herein.
Jurisdiction and Governing Law
1. This Agreement shall be governed, construed, and interpreted in accordance with the laws of the Country.
2. Any dispute or difference whatsoever arising out of or in connection with this Agreement or in respect of its interpretation, execution, or performance under it shall be resolved by the Parties amicably, but always without prejudice to their strict legal rights hereunder. In the event of failure of amicable resolutions, the dispute shall be settled through the competent judicial authorities of the Country.
Tax
1. The Parties hereby acknowledge and agree that all the prices and fees under this Agreement are exclusive of any value-added tax or other indirect taxes imposed upon them. And that the Second Party shall bear the cost of, and be responsible for the payment of any and all taxes imposed. In the event of any change in circumstances under any existing applicable laws, or the introduction of new laws that could govern this Agreement, such amendments would be applied on top of the existing agreed terms.
2. In accordance with applicable law, the Second Party will provide the First Party with their valid VAT registration number and certificate to enable the First Party to levy VAT at the applicable rate and issue VAT invoices accordingly.
General Conditions
1. This Agreement shall constitute the entire agreement between the parties relating to the transaction hereunder, and the terms of this Agreement shall invalidate and supersede all prior agreements, including all existing written and verbal agreements, if any, between the parties.

APPENDIX A: The Service – Payment Acceptance Services

First Party’s Obligations
1. The First Party shall provide Payment Acceptance Services to the Second Party to be used on the Second Party Channel to enable the Second Party to conduct Payment Transactions.
2. Payment Transactions shall be subject to the Second Party’s compliance with the obligations and covenants stipulated in clause 2 of the Payment Acceptance Services Appendix.
3. The First Party will credit the Second Party’s designated account under the First Party with the amount of the value of all Valid Transactions and place the First Party’s service charges on the account as agreed under this Agreement.
4. The First Party shall safeguard any funds received or held in connection with the Services in accordance with Applicable Law and the applicable requirements of the Central Bank of the UAE.
5. The Second Party acknowledges and agrees that the First Party shall not payout any Transaction that is suspected or confirmed not to be a Valid Transaction. The Second Party does not have the right to return to the First Party and claim those amounts except after completing the validity of the transaction.
6. Payment will be made by interbank transfer at intervals on a Banking Working Day as agreed between the parties.
7. The First Party shall provide the Second Party with details of transactions related to the Second Party(s).
8. The First Party will take reasonable steps to ensure the service, security, and authorization systems are fully maintained and in good working condition.
9. The First Party shall provide the means for the Second Party to access the account statements of the Transactions that have been processed.
10. Subject to Clause 4 of the Payment Acceptance Services Appendix, the First Party shall not withhold or unreasonably delay the payment of any and all amounts due and payable to the Second Party unless there is a reason with the First Party.
11. The First Party shall provide payment confirmation, if requested by the Second Party, and will show it to the Payment Method Holder as paid to the Second Party's account with the First Party.
12. The First Party agrees to comply with applicable data privacy and security requirements under the Payment Card Industry Data Security Standards Council, namely the PCI Data Security Standard (PCI DSS), with regards to the First Party’s use, access, and storage of certain Payment Method nonpublic Personal Data on behalf of the Second Party. Additionally, the First Party agrees to comply with its obligations under any applicable law or regulation as may be in effect or as may be enacted, adopted, or determined regarding the confidentiality, use, and disclosure of Payment Method Holder information.
13. With respect to all Customer Data or Personal Data that is owned by the Second Party or the Payment Method Holder or provided by them, the First Party hereby agrees not to use, reproduce, electronically distribute, and display Customer Data or Personal Data for any purposes except in compliance with applicable laws or regulations and unless Second Party’s prior consent has been obtained.
Second Party’s Obligations
1. The Second Party agrees that it shall not use the First Party Services other than for the sale of goods or services that are permitted to be sold pursuant to the Second Party’s government license and what is agreed upon in this agreement.
2. The Second Party agrees that it shall not use the First Party Services for the sale of goods or services that violate Applicable Law.
3. The Second Party agrees to honor all Valid Transactions conducted through any Payment Method provided by the First Party, and, where relevant, to supply goods, services, or anything related to that matter to the Payment Method Holder on the same terms (including price) applicable for cash or other means of payment.
4. The Second Party understands and agrees that authorization must be obtained from the First Party for each Transaction and for the entire amount.
5. The Second Party shall not surcharge the Transactions.
6. The Second Party agrees that they are solely responsible for the terms and conditions of the delivery of services or goods. In the case of any dispute by a Payment Method Holder in relation to the goods or services, delivery, timeliness, or the like, the First Party will not, in any way whatsoever, be held liable for any lapse or shortcomings of the Second Party.
7. The Second Party shall not impose a minimum or maximum Transaction amount as a requirement for the Customer to use the Service to pay for a Product.
8. The Second Party will not accept any Payment Method in order to provide cash to the Payment Method Holder.
9. The Second Party will maintain a Transaction record with full details, except Payment Method Holder sensitive data, of all processed Transactions for future reference, reconciliation, and settlement of disputes for (2) Two years.
10. The Second Party must credit either the Payment Method Holder’s account within its system or initiate a transaction to the First Party for any incomplete Transactions if the Payment Method Holder’s account was debited and the goods or services were not delivered.
11. Second Party’s contact information must be provided to the First Party, such as, but not limited to, the Second Party’s address, telephone number, email address, and other information that might be required by the First Party.
12. The Second Party should provide the First Party with the mandatory requirements of the related payment method for identification of a customer, such as, but not limited to, the customer account number, ID Number, email, and other information in order to process payment.
13. The Second Party must provide the First Party, once requested, with full and complete information in relation to shipment or delivery.
14. The Second Party acknowledges that the First Party accepts no liability arising out from or in connection with processing Transactions. For this purpose and for the purpose of complying with the applicable guidelines of the Payment Schemes, the Second Party agrees that the Schemes may hold the Second Party liable for any losses arising out of or in connection with Transactions and that subsequently the First Party is hereby authorized to withhold from any payout to the Second Party Account.
15. The Second Party acknowledges and agrees that it is solely responsible for, and the First Party disclaims all liability for, the provision of any goods or services sold to the Second Party’s customers or users as part of the Second Party’s use of the First Party Services, and any obligations the Second Party may owe to the Second Party’s customers or users.
16. The Second Party acknowledges and agrees that it shall always be financially liable to the First Party for any disputes, chargebacks, refunds, reversals and any fines, charges, taxes or fees that arise from the use of the First Party Services. Second Party acknowledges that such liabilities shall be deducted directly from the Second Party’s balance, subsequent payments, or any other reserves or collaterals held with the First Party. In case sufficient balance, or reserve or collateral is not available with the First Party, the Second Party shall be liable to pay of such amounts to the First Party.
17. The Second Party acknowledges that it is solely responsible for the terms and conditions of the delivery of goods or services in the event of any Dispute by a Payment Method Holder in relation to the goods or services.
18. The Second Party acknowledges that the First Party is not responsible for or liable to the Second Party for authorized and completed Transactions that are later the subject of a Dispute, refund, or reversal, are submitted without authorization or in error, or violate any Applicable Laws.
19. The Second Party hereby acknowledges that it is immediately responsible to the First Party for all Disputes, refunds, reversals, returns, fines, and liens, regardless of the reason or timing.
20. The Second Party hereby acknowledges that in case of any Transaction dispute, they need to provide the First Party, within seven (7) working days, valid documented evidence of the delivery of the products and services by its customers and any information that might be requested by the First Party.
21. The Second Party hereby acknowledges that they have read and accepted the terms and conditions for the relevant Payment Methods that are enabled on their acceptance channel. Each Payment Method offered has its own terms and conditions that must be reviewed online.
22. Where the Second Party uses a third-party service provider, they shall:
  1. immediately notify the First Party if the said service provider will have any access to or use of the Services;
  2. be responsible for the fee and other liabilities that may arise due to or towards the said third-party service provider;
  3. validate that the service providers are certified and are compliant with the PCI DSS or a similarly established data security standard to our satisfaction;
  4. provide the First Party with information on any other service providers the Second Party might use or intends to use.
23. The Second Party is not allowed to supply the First Party services to another Second Party without obtaining written approval from the First Party.
24. The Second Party must notify the First Party immediately in the event of Unauthorized transactions on the Second Party's website are the Second Party's responsibility, and the Second Party retains financial liability at all times.
Transaction Refund, Reversal, and Rejection
1. The First Party shall specify the refund procedure and cover the obligation depending on the internal risk criteria. These procedures are permitted under the scheme rules or payment method.
2. The Second Party must provide the First Party with its clear exchange, return, and refund policy, and it must be accessible by their customers on the Second Party’s channel.
3. The value of a Refund shall not exceed the amount of the original transaction, and may only process a Refund to the same Payment Method that was used for the original Payment Transaction.
4. Refunds or exchanges of goods or services shall be governed by the Second Party’s policy on the matter. Any claim or dispute regarding such exchange or return of goods shall be settled directly between the Second Party and the Payment Method Holder.
5. Processing of refunds with respect to the return of goods and services should be limited to items that were originally sold and processed through a Payment Method provided by the First Party.
6. In all events, the Second Party shall comply with the refund procedures provided by the First Party to Second Party from time to time.
7. The Second Party acknowledges that the First Party may decline to act upon a refund instruction, or delay execution of the instruction, in the event that the refund would cause the Second Party balance to become negative, or where the First Party otherwise believes that there is a risk that the Second Party will not meet its liabilities under this Agreement.
8. A reversal for a Payment Transaction may be issued if the Payment Transaction is made without the Payment Method Holder’s authorization, in connection with an action that violates the applicable Scheme Rules, or for other applicable reasons.
9. The First Party will notify the Second Party to take suitable corrective steps in the event the Second Party exceeds the Refund Threshold. The Second Party agrees to undertake, within 30 calendar days of receiving such notice, its best efforts to cause a reduction in the amount of refunds issued to Payment Method Holders to the level mandated by the First Party.
10. In the event the Second Party fails to reduce the amount of refunds to within the Refund Threshold within such time or if the First Party determines that the Second Party has not taken adequate remedial steps, the First Party shall have the right to terminate this Agreement immediately upon written notice to the Second Party.
11. On conclusion of an investigation by the First Party into an error or complaint, or upon receipt of an instruction from any competent authority, the First Party will pay any refund or monetary compensation due to the Second Party within seven (7) calendar days of such conclusion or instruction.
12. The First Party has the right to reject or suspend any suspicious transactions according to the First Party's internal policies.
Chargebacks
1. The Second Party agrees to make any and all efforts to proactively communicate with its customers and users and issue refunds where appropriate, especially when requested, in order to limit the amount of Chargebacks and to remain within the applicable Chargeback threshold.
2. In the event of a Dispute, the Second Party acknowledges that an Issuer may investigate a Payment Transaction before creating a chargeback, and request further information about the Payment Transaction.
3. To avoid a chargeback, the Second Party agrees to submit any required evidence or refund the Payment Transaction in full to the Payment Method Holder. Refunding the payment marks the Inquiry as resolved and does not incur a dispute fee.
4. In the event a Payment Method Holder refutes the evidence submitted by the Second Party during the inquiry or the Issuer considers the evidence insufficient, the Issuer may escalate the Inquiry into a Chargeback and reclaim the Payment Method Holder’s funds relating to the relevant Payment Transaction.
5. Second Party shall be solely liable to the First Party for the amount of all Payment Transactions returned to the First Party for any reason, including chargebacks, and any cost incurred by the First Party in processing Chargebacks or other Disputes regarding the validity of a Payment transaction, even where Second Party has complied with all other requirements related to processing of a Payment Transaction.
6. The First Party may withhold payment to the Second Party in relation to any Transaction. The First Party may Chargeback the amount to the Second Party’s account, without limitation, under any of the following circumstances:
  1. The First Party or the Second Party did not carry out a Valid Transaction.
  2. The Second Party’s account is credited more than once for the same Transaction.
  3. The Second Party has processed a fictitious transaction or has otherwise defrauded or attempted to defraud the First Party or the Payment Method Holder.
  4. The Second Party has failed to comply with the terms of this Agreement or is otherwise in breach of any rule, instruction, or procedure issued for this Agreement.
  5. The Payment Method Holder has disputed the Transaction because goods or services were either not received, defective, not correctly described by the Second Party or were not delivered, and the Second Party has not provided required documented evidence, confirming the delivery of a product or service.
7. The First Party will notify the Second Party to take suitable corrective steps if it is found that the Second Party’s Chargeback to sales ratio exceeds 1% in a month and/or any other related norms set by the Payment schemes, such as Visa and MasterCard. The Second Party is required to take immediate action to reduce the Refund ratio to the level mandated by the First Party.
8. In the event it is found that there is no reduction in the refund-to-sales ratio in the subsequent month or if the First Party determines that the Second Party has not taken adequate remedial steps, the First Party will have the right to terminate this Agreement without further notice.
9. For any disputed charge, the First Party will have the right to suspend payouts of transactions associated with such disputes, subject to the outcome of the dispute between the Second Party and the customer where the Second Party is deemed to have provided unfulfillment of service, or prior to that.
10. The Second Party shall bear all liabilities, and all incoming chargebacks from the Payment Method Issuer will be deducted directly from the Second Party’s balance, subsequent payments, or any other reserves or collaterals held with the First Party. In case sufficient balance, or reserve or collateral is not available with the First Party, the Second Party shall be liable to refund such amount to the First Party.
11. The Second Party shall not seek recourse for any incoming chargeback since the First Party will not bear any liability for any amount, irrespective of the circumstances of the charge, as per the Payment Schemes.
12. Any decision taken by the First Party with respect to the chargeback including acceptance or rejection of the chargeback claim, whether based on the rules, decisions, determinations, or directions issued by the relevant Payment Scheme or other relevant regulators, shall be binding and final. The Second Party shall accept such decision and take all necessary actions as directed by the First Party.
13. The First Party has the right to delay payout of a transaction if a review of the Second Party’s transactions is warranted for a particular period, either on its own or per instructions of a Payment Scheme or any other suitable authority.
14. Upon termination of the Agreement, the First Party will retain an agreed-upon Balance for up to two (2) years, to be used to settle any chargeback claims or other Credits required after termination.
15. If the First Party refuses to authorize a Transaction requested by the Second Party, then the First Party shall not be obliged to accept the Transaction in question.
The First Party’s Entities
1. Notwithstanding anything to the contrary contained herein, the First Party may discharge any obligations and exercise any rights or performance hereunder, through any of the First Party Entities in order to provide the First Party Services to Second Partys or affiliates of Second Party in the Second Party Locations.
2. The First Party hereby guarantees the performance by its affiliates or subsidiaries of such party's obligations under this Agreement and will cause its affiliates or subsidiaries to comply with the provisions of this Agreement in connection with such performance.
3. The Parties agree to execute any necessary document or agreement required in order to give effect to this provision and to comply with any Applicable Laws in the Second Party Locations in which the First Party Services may be performed.
4. Subject to the terms and conditions of this Agreement, the First Party shall allow the Second Party to integrate the First Party Services into the Second Party channel to enable the Second Party to accept payments for goods and services.
5. The First Party shall create one or more designated Second Party accounts for purposes of crediting the amounts associated with Payment Transactions.
Charges and Fees
1. In consideration of the provision by the First Party of the services under this Agreement, the Second Party agrees to pay the First Party the charges and fees as specified in Appendix(es) (as amended from time to time in accordance with the provisions of this Agreement).
2. The Second Party shall pay all fees and expenses relating to this Agreement.
3. The Second Party agrees that the fees may be deducted by the First Party from the Second Party Account.
Payout
1. The First Party reserves the right to change the Schedule of payouts or to suspend payouts to the Second Party for reasons that include but are not limited to: where there are pending, anticipated, or excessive Disputes, Refunds, or Reversals; in the event that the First Party suspects or becomes aware of suspicious activity; where the First Party is required by an Applicable Law order; change in certain Second Party’s account information; unprecedented or unforeseeable technical issue beyond the First Party’s control; or issues at other related parties involved in the payout process, e.g., banks.
2. Second Party agrees that the First Party has the right to withhold payouts upon termination of this Agreement if the First Party reasonably determines that the First Party may incur losses resulting from credit, fraud, or other legal risks associated with the Second Party.
3. The First Party may provide the Second Party the ability to have funds paid out to a third-party recipient, so long as such a third party is a Second Party affiliate, instead of paying out funds to the Second Party. In the event that the First Party pays out funds to a third-party recipient as instructed by Second Party, Second Party agrees that this satisfies the First Party’s obligations to payout funds to Second Party, and the First Party will promptly update the Second Party balance to reflect such payout or transfer.
Complaints and Inquiries
1. The Second Party may submit inquiries or complaints and follow up through various dedicated channels mentioned at support.tap.company.
2. Escalations on the raised complaints can be submitted on the email ID: escalation@tap.company.

Fees and Commissions

AED charges
Local Cards	2.75% + 1 AED
Regional Cards	3.50% + 1 AED
Global Cards	3.75% + 1 AED
USD charges
4.5% + 0.30 USD (equivalent)
Other foreign currency charges, settled in USD:
4.5% + 0.30 USD (or equivalent) + 2 to 5% FX
Payout
AED wallets	T + 5 daily
USD wallets	T + 5 weekly (only Tuesday)
There is Value Added Tax (VAT) of 5% which will be taken from each transaction fees for the UAE government.