Payfac Merchant Agreement

Last updated: 5th May 2026

Previous versions: Available on request from PayFac.

THIS AGREEMENT is made on the date on which the Merchant accepts these terms in writing, whether by countersigning and returning a letter of authorisation issued by PayFac, by email confirmation to PayFac's designated onboarding address, or through any digital onboarding mechanism made available by PayFac from time to time (the "Effective Date").

Between

(1) Hubpay Limited (Company No. 100457786000003), a company incorporated under the laws of the UAE and whose registered office is at 15-116, 15, Al Khatem Tower, WeWork Hub71, ADGM Square, Al Maryah Island, Abu Dhabi ("PayFac"); and

(2) [MERCHANT] (Company No. [•]), a company incorporated under the laws of [•] and whose registered office is at [•] (the "Merchant").

Note: The Merchant's details above will be populated from the information provided during the Hubpay onboarding process and confirmed in the Merchant's onboarding acceptance communication.

Recitals

(A) The Merchant wishes to accept Cards as payment for goods and services. The PayFac is the supplier of, inter alia, payment facilitation and associated services for all transactions in which a buyer uses a credit, debit, charge, purchase or other card payment method.

(B) The PayFac and the Merchant have entered into this agreement for the provision of certain services, including the processing of Transactions (the "Agreement").

IT IS AGREED AS FOLLOWS:

1. Definitions and Interpretation

1.1 In this Agreement the following capitalised terms have the following meanings:

• "Acquiring Services": the Authorisation, Capture and Settlement by PayFac of a Card related Transaction;

• "Assessment": any assessment, fine, or similar charge of any nature that a Card Scheme levies on the Merchant or the PayFac at any time, directly or indirectly in respect of the Acquiring Services or any Transaction;

• "Authorisation": PayFac's provision at the time of the Transaction of confirmation from the relevant Card Issuer as to whether or not the Card used to pay for the Transaction has sufficient funds available for the relevant Transaction and has not been blocked for any reason or listed as lost, stolen or as having had its security compromised;

• "Brand Protection Rules": the provisions of the Network Rules prohibiting the acceptance of Cards in connection with, among other things: (i) non-consensual sexual behaviour and/or child sexual abuse material; (ii) unlawful sale of prescription drugs; (iii) sale of counterfeit or trademark-infringing products or services; (iv) potentially deceptive marketing practices; and (v) gambling or betting not conducted in a legally permitted manner or incorrectly coded with a non-gambling Merchant Category Code, as such provisions are set out in the applicable Network Rules and as amended from time to time;

• "Business Day": a day (other than a Friday, Saturday, or public holiday gazetted in the UAE) on which commercial banks are generally open for business in Abu Dhabi, UAE;

• "Buyer": a person who has ordered goods and/or services from the Merchant and who has initiated a Transaction in respect of that order and where payment for such order is to be received by the PayFac (for onward payment to the Merchant);

• "Capture": PayFac's transmission of a payment instruction in relation to a Transaction to a Card Scheme for onward transmission to a Card Issuer to enable the earmarking of funds by a Card Issuer in a Cardholder's account for Settlement;

• "Card": a credit, debit, charge, purchase or other payment card issued by a Card Issuer under a Card Scheme whose payments PayFac can process;

• "Cardholder": the authorised user of a Card;

• "Card Issuer": an organisation which issues a Card to a Cardholder;

• "Card Scheme": a scheme governing the issue and use of Cards (including, for example, international card networks) as may be approved and notified to the PayFac from time to time;

• "Card Scheme Acquiring Monitoring Programme": any programme operated by a Card Scheme to monitor Acquirers and merchant outlets that generate excessive levels of fraud and disputes, including by reference to fraud-to-sales and dispute-to-sales ratios, as described in the applicable Network Rules and as amended from time to time;

• "Card Scheme Integrity Risk Programme": any programme operated by a Card Scheme to identify and deter illegal or brand-damaging transactions from entering the Card Scheme's payment system, as described in the applicable Network Rules and as amended from time to time;

• "Card Scheme Merchant Screening Service": any database or screening service maintained by or on behalf of a Card Scheme into which terminated merchants may be reported by Payment Facilitators and Acquirers, including as described in the applicable Network Rules;

• "Card Scheme Risk Management Programs": collectively, the Card Scheme Acquiring Monitoring Program, the Card Scheme Integrity Risk Program, the Card Scheme Transaction Laundering Detection Program, PCI DSS compliance monitoring, and any other risk monitoring or enforcement programme operated by a Card Scheme under the Network Rules, as amended from time to time;

• "Card Scheme Transaction Laundering Detection Program": any programme operated by a Card Scheme to identify transaction laundering activity, including the processing of transactions on behalf of undisclosed merchants or merchants not registered with PayFac, as described in the applicable Network Rules and as amended from time to time;

• "Chargeback": a Transaction that is partially or fully returned by a Card Issuer, resulting in a financial liability to PayFac, including any circumstances where a Card Issuer or a Card Scheme: (a) refuses to settle a Transaction; (b) demands payment from PayFac in respect of a disputed Transaction that has been settled; or (c) demands payment from PayFac in respect of a disputed Transaction; in each case notwithstanding any Authorisation;

• "Claim": any action, cause of action, dispute, controversy, complaint, suit, litigation, proceeding, claim, demand or assessment, fine or similar charge whether arising in contract, tort (including negligence or breach of statutory duty) or otherwise;

• "Complaints Mailbox": the publicly accessible electronic channel maintained by PayFac through which any person, including Rights-Holders, may report Merchants alleged to be engaged in illegal or brand-damaging activities, as required under the Network Rules of one or more Card Schemes;

• "Confidential Information": any information (whether written, oral, electronic, or in any other form) disclosed by one Party to the other in connection with this Agreement that is identified as confidential at the time of disclosure, or that a reasonable person would consider to be confidential given its nature or the circumstances of disclosure, including without limitation: business plans, pricing structures, transaction data, risk assessments, technology, customer data, and the terms of this Agreement; but excluding information that falls within any of the exceptions set out in Clause 11.2;

• "Data Controller": any person who alone or jointly or in common with others determines the purposes for which and the manner in which Personal Data is, or is to be, Processed;

• "Data Protection Authority": each person having regulatory or supervisory authority over the PayFac and/or the Merchant in the area of protection of Personal Data;

• "Data Protection Legislation": all Law applicable to the protection of Personal Data, including the ADGM Data Protection Regulations;

• "Data Subject": an individual whose Personal Data is processed under this Agreement;

• "Dispute": any dispute, difference, controversy or Claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, performance, or termination;

• "Event of Force Majeure": in relation to a Party, an event or circumstance beyond the reasonable control of that Party or a permitted subcontractor or agent;

• "Group Company" (and "Group Companies"): in relation to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party, where "control" means the ability to direct the affairs of an entity, whether through ownership of a majority of the issued share capital, by contract, or otherwise; and, where the relevant entity is incorporated in the ADGM, as further described under the ADGM Companies Regulations 2020;

• "Insolvent": in respect of a person, any of the following events:

  • (a) an execution or other process issued on a judgment, decree or order of any court in favour of a creditor of the relevant person that is returned unsatisfied in whole or in part;

  • (b) the relevant person is unable to pay its debts as they fall due, or the value of the relevant person's assets is less than the amount of its liabilities, considering its contingent and prospective liabilities;

  • (c) the relevant person agrees to a moratorium, or a moratorium is agreed or declared in respect of all or a material part of (or a particular type of) its debts or otherwise proposes, seeks or agrees to defer, reschedule or readjust any of its debts;

  • (d) the relevant person proposes or makes: (i) a general assignment of any of its debts; or (ii) an arrangement or composition with, or for the benefit of, some or all of its creditors in respect of all (or all of a particular type of) its debts in each case other than a solvent re-financing in the normal course of business;

  • (e) the relevant person is the subject of: (i) a petition for an administration order or an application for an administration order, or if an administrator is appointed to it, or if a notice of intention to appoint an administrator is filed at any court; or (ii) any step to enforce security over, or a distress, execution or other similar process is levied or served against, the whole or a substantial part of the relevant person's assets or undertaking, including the appointment of a receiver, administrative receiver, manager or similar officer to enforce that security;

  • (f) the relevant person passing a resolution for it winding up, a court of competent jurisdiction making an order for its winding up or the presentation of a petition for the relevant person's winding up which is not dismissed within seven (7) days; or

  • (g) the relevant person suffers or is subject to any equivalent event, circumstance or procedure to those set out above in this definition in any other jurisdiction;

• "Law": all laws and regulations in force and applicable to a Party in respect of its rights and obligations under this Agreement, or to any Transaction (in respect of the Merchant and the PayFac), including any order of a court of competent jurisdiction and the rules or directions of any Regulatory Authority;

• "Losses": any liability of any kind, loss, claim, damage, interest, fine, penalty, fee, charge, cost and/or expense (including reasonable and properly incurred legal and other professional fees, costs and/or expenses);

• "Marketplace": a platform, website or service through which multiple third-party sellers offer goods or services to buyers, and which aggregates or facilitates payment across those sellers, as described in the applicable Network Rules;

• "Merchant Category Code" or "MCC": the four-digit code assigned by PayFac (in accordance with the Network Rules) to classify the Merchant's primary business activity for the purposes of Card transaction processing and Card Scheme risk monitoring;

• "Merchant Operating Instructions": any instructions, guidance or manuals made available by PayFac that include information and requirements relating to the Network Rules and the Services, as amended from time to time;

• "Network Rules": those third-party rules which apply in respect of the Acquiring Services, including those rules applying to the Card Schemes as at the date of this Agreement;

• "Party": a party to this Agreement and their successors and permitted assigns;

• "PCI SSC": those standards of the PCI Security Standards Council (or its replacement body or successor) in force from time to time, including the Payment Card Industry Data Security Standard, Payment Application Data Security Standard and the PIN Transaction Security Standard, as updated from time to time;

• "Personal Data": data which relates to a living individual who can be identified from such data, or a combination of such data and other information in the possession of, or likely to come into the possession of, the Data Controller;

• "Recurring Transaction": a repetitive periodic Transaction for which the Merchant charges the Buyer's Card (e.g. subscriptions or instalments);

• "Recurring Transaction Authority": a Buyer's prior written authority, obtained through the payment link, electronic checkout flow, or any other documented and verifiable channel through which the Merchant presents the Transaction to the Buyer, for the Merchant to establish a Recurring Transaction, setting out: (a) the amount of the Recurring Transaction and whether this amount is fixed or variable; (b) the dates on which the Recurring Transaction will be charged to the Buyer's Card and whether the dates are fixed or variable; (c) the method of communication for all correspondence with the Buyer; and (d) a statement that the Buyer may cancel the Recurring Transaction Authority at any time;

• "Refund": a Transaction made to wholly or partly reverse a payment from a Buyer;

• "Regulatory Authority": any governmental, regulatory authority or law enforcement department, agency, commission, board, tribunal, crown corporation or other law, rule or regulation making entity (including any stock exchange or central bank) that any of the Parties and/or their Group Companies thereof submit to or are subject to the jurisdiction of in respect of this Agreement, and any successor or replacement of any of the foregoing;

• "Representment": a transaction to reverse a Chargeback by the re-execution of the original Transaction, where the Merchant has successfully challenged the Chargeback;

• "Restricted Person": a person that is: (i) listed on, or owned or controlled by a person listed on any Sanctions List; (ii) located in, incorporated under the laws of, or owned or controlled by, or acting on behalf of, a person located in or organised under the laws of a country or territory that is the target of country-wide Sanctions; or (iii) otherwise a target of Sanctions;

• "Retro-Charge": a transaction initiated by the Merchant or the PayFac to reverse a Refund to which the Buyer was not entitled;

• "Rights Holder": a legal entity or person with exclusive rights to a protected copyright, trademark or patent, and the related rights of producers, performers and broadcasters, as defined in the applicable Network Rules;

• "Sanctions": any economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by: (i) the United States government; (ii) the United Nations; (iii) the European Union; (iv) the United Kingdom; or (v) the respective governmental institutions and agencies of any of the foregoing, including without limitation, the Office of Foreign Assets Control of the US Department of Treasury ("OFAC"), the United States Department of State, and HM Treasury (together "Sanctions Authorities");

• "Sanctions List": the "Specially Designated Nationals and Blocked Persons" list issued by OFAC, the Consolidated List of Financial Sanctions Targets issued by HM Treasury, or any similar list issued, maintained, or made public by any of the Sanctions Authorities;

• "Services": the Acquiring Services and any ancillary payment facilitation services provided by PayFac to the Merchant pursuant to this Agreement, including the processing of Transactions, the management of Settlements, and any related fraud and risk monitoring services, as described in this Agreement and the Merchant Operating Instructions;

• "Settlement": the crediting by the relevant Card Scheme to PayFac or its agent (as applicable) of funds equating to the net value of a Transaction as determined by that Card Scheme (subject to any deductions applied pursuant to Clause 5 and Clause 5A) (and "Settle" will be construed accordingly);

• "Transaction": any transaction between the Merchant and a third party permitted under this Agreement where a Card is used as the method of payment and in relation to which the Acquiring Services are supplied;

• "Transaction Personal Data": Personal Data relating to a specific Transaction and which it is necessary to Process in connection with the provision of the Services; and

• "PayFac's Privacy Statement": the privacy statement available on PayFac's website.

1.2 The use of the term "including" and derivations thereof will not limit the sense of the words following that term.

1.3 References to a person include a natural person, corporate or unincorporated body (whether or not having separate legal personality) and include reference to that person's successors or assigns. References to an undertaking means a body corporate or partnership, or an unincorporated association carrying on a trade or business, with or without a view to profit.

1.4 Words importing the singular include the plural and vice versa where the context so requires.

1.5 Any reference to PayFac in this Agreement shall be a reference to the entity providing the relevant Services.

2. Nature of this Agreement

2.1 PayFac's obligations under this Agreement are limited exclusively to the processing of the Merchant's Transactions, including Transactions made using domestically issued and internationally issued Cards, where the Merchant is incorporated and domiciled in the UAE and the Acquiring Services are provided in the UAE. All Settlements under this Agreement are made in UAE Dirhams (AED). PayFac does not provide Acquiring Services to merchants incorporated or domiciled outside the UAE.

3. Merchant's Obligations

3.1 The Merchant must at all times comply with the provisions of this Agreement, all Laws, all Sanctions and all Network Rules, including without limitation the Brand Protection Rules and all requirements of the Card Scheme Risk Management Programs applicable to the Merchant's business and transaction activity.

3.2 Without prejudice to clause 3.1, the Merchant will not do nor omit to do anything that PayFac reasonably believes to be disreputable, or which is otherwise capable of damaging the reputation or goodwill of PayFac or any applicable Network Rules making body.

3.3 The Merchant shall not circumvent, attempt to circumvent, reverse engineer, duplicate, mimic, use or copy any technology of a proprietary nature, in whole or in part to which it is granted access in the provision of any of the Services.

3.4 The Merchant will:

• (a) comply with the Merchant Operating Instructions;

• (b) submit Transactions to PayFac promptly and in any event within two (2) days of entry into them;

• (c) honour all valid Cards in accordance with the relevant Network Rules without discrimination when properly presented by a Buyer for payment and not establish a minimum or maximum Transaction amount as a condition for honouring all Cards;

• (d) not add any surcharges to Transactions, unless expressly permitted under Law. Any surcharge applied, if allowed, must be included in the Transaction amount and not collected separately;

• (e) unless the Network Rules specifically state otherwise in relation to particular industry sectors, or unless otherwise agreed between the Parties in writing, not request the Capture of a payment before the relevant goods have been shipped or before a service is delivered in respect of the relevant Transaction. Unless otherwise agreed by PayFac, requests for Authorisation which do not lead to a request for Capture within fourteen (14) days after Authorisation will automatically expire and can no longer be the subject of a Capture request;

• (f) throughout the term of this Agreement display prominently on each of its premises, trading venues and/or websites where the Merchant accepts Card Transactions, all applicable Card and Card Scheme identification, as required by and in accordance with, the Merchant Operating Instructions and/or Network Rules. The Merchant must ensure that the appropriate Card Scheme Marks are displayed to indicate the Cards accepted for payment at its locations or on its websites, and must not display any Card Scheme Mark on a website used in relation to the purchase or trade of goods or services that fall within the Brand Protection Rules;

• (g) only accept Transactions in respect of goods and/or services the sale and/or supply of which commonly falls within the Merchant's business as notified by the Merchant to the PayFac and are in accordance with Law;

• (h) unless otherwise agreed in writing between the Parties, only accept Transactions in respect of goods and/or services that the Merchant itself supplies;

• (i) notify the PayFac in writing of the URL of any website in respect of which the Merchant accepts or states that it will accept payment by Card, such notification to be made before the Merchant accepts any such payments. The Merchant acknowledges that its registered website URL(s) may be included as part of the Merchant's transaction descriptor in authorisation, clearing and settlement records submitted through Card Scheme networks, in the format required by the applicable Network Rules (for example: [PayFac name] *[merchant URL]). The Merchant must notify PayFac immediately of any change to its registered website URL(s);

• (j) upon PayFac's request, at all times throughout the term of this Agreement (and following termination of this Agreement) promptly disclose to PayFac such information as PayFac reasonably requires to enable PayFac to perform its obligations or assess its financial and insurance risks in connection with any Services provided. This obligation includes providing information required by PayFac to fulfil its reporting obligations to its Acquirer(s) and applicable Card Schemes, including transaction data, fraud and dispute data, and information relating to any investigation under the Card Scheme Risk Management Programs. The Merchant must provide such information within the timelines specified by PayFac;

• (k) take all reasonable steps to assist PayFac in handling any claim or query raised by a third party in relation to the Services or any Transaction or Chargeback, Retro-Charge or Representment;

• (l) not submit Transactions to PayFac that are contrary to applicable Law; and

• (m) not submit Transactions to PayFac in respect of Transactions from Buyers located in jurisdictions in which it is illegal to receive the services offered by the Merchant.

3.5 The Merchant must, at or before entering into a Transaction with a Buyer, prominently and unequivocally inform the Buyer of the:

• (a) Merchant's identity at all points of interaction with the Buyer (including prominently displaying its registered name and any trading name on any website through which the Merchant accepts Transactions), so that the Buyer can readily identify the Merchant as the Transaction counterparty and whose name will appear on the Buyer's Card statement;

• (b) complete description of the goods or services offered;

• (c) terms and conditions of sale (and the length of any trial period) including the Merchant's delivery policy, returns and cancellation policies relevant to the supply of goods and services which are the subject of the Transaction. Such policies shall be reasonable and otherwise comply with Law;

• (d) date on, and currency in which, any charges will commence;

• (e) Merchant's complaints procedure, customer service email and telephone contact details; and

• (f) the location (physical address) of the Merchant to enable the Cardholder to easily determine whether the Transaction will be a domestic transaction or a cross-border Transaction.

3.6 Where the Merchant offers goods or services for sale over the internet the Merchant must additionally display the following on its website:

• (a) the Merchant's consumer data privacy policy, security capabilities and policy for transmission of payment card details;

• (b) any legal and export restrictions (if known); and

• (c) the Merchant's address of its fixed place of business.

3.7 Where PayFac has agreed in writing that the Merchant may accept Recurring Transactions, the Merchant will:

• (a) obtain a Recurring Transaction Authority from the Buyer for such Recurring Transaction and confirm, within two (2) working days of the date of the Recurring Transaction Authority, to the Buyer via the agreed method of communication that a Recurring Transaction Authority has been established;

• (b) notify the Buyer via the agreed method of communication at least seven (7) working days prior to a Recurring Transaction payment being charged to the Buyer's Card if: (i) the payment amount has changed; (ii) the payment date has changed; (iii) more than six (6) months have elapsed since the last Recurring Transaction payment; or (iv) a trial period, introductory offer or promotional activity has expired;

• (c) not effect (or seek to effect) a Transaction under the Recurring Transaction Authority once the Recurring Transaction Authority has expired, or once the Buyer has notified the Merchant that the Buyer wishes to cancel such Recurring Transaction Authority; and

• (d) retain securely the Recurring Transaction Authority for at least a period of eighteen (18) months after the date of final Transaction effected under it and produce each Recurring Transaction Authority to PayFac on demand.

3.8 The Merchant accepts that an Authorisation is not a guarantee that the person submitting the Transaction is, in fact, the Cardholder, nor is an Authorisation a representation from PayFac that the Transaction will not be subject to Chargebacks.

3.9 The Merchant warrants and undertakes under this Agreement that it:

• (a) has a permanent establishment and/or business registration in the country referenced as its address which is where the Acquiring Services are provided;

• (b) will abide by all relevant accounting principles as they apply to it and record the Transactions that PayFac processes for it in the accounting records of the permanent establishment/business registration as the case may be fully and properly in accordance with those principles and the Network Rules;

• (c) pays all relevant taxes as required by Law and the Network Rules relating to the Transactions submitted to PayFac for processing by the permanent establishment/business registration as the case may be; and

• (d) will comply with all Network Rules as in force from time to time and to the extent any Card Scheme rules require a change in the location of the Merchant, the Merchant undertakes to comply with such requirements and will execute all such documents as required by PayFac in order to ensure compliance with the Network Rules or any Law. Such document(s) may include but are not limited to, the execution by the Merchant of a novation agreement replacing the Merchant with another entity or Merchant Group Company as required pursuant to the relevant Network Rules.

3.10 Prohibition on Aggregation and Transaction Laundering. The Merchant must not:

• (a) deposit Transactions on behalf of any other person, merchant or entity, whether or not within the same corporate group;

• (b) accept settlement on behalf of any other merchant or entity;

• (c) cluster or aggregate its Transactions under a master account on behalf of any sub-merchants (merchant aggregation is strictly prohibited);

• (d) process Transactions for merchants or buyers located outside the jurisdiction in which PayFac's Acquirer is authorised to operate under the Network Rules; or

• (e) take any action that would constitute transaction laundering, including accepting payment for goods or services not sold on the Merchant's registered and approved website(s).

There must at all times be a documented, verified and monitored link between the Merchant's name as it appears in transaction messages and the Merchant as the legal entity accepting Cards under this Agreement.

3.11 Prohibited Content and Brand Protection. The Merchant must not accept Cards, nor display any Card Scheme Mark, on any website or platform that is used in relation to, or that facilitates, the purchase, sale or trade of:

• (a) photographs, video imagery, computer-generated images, simulations, or any other media depicting non-consensual sexual behaviour and/or child sexual abuse material;

• (b) prescription drugs sold without a valid prescription or in violation of applicable Law;

• (c) counterfeit, trademark-infringing or copyright-infringing products or services;

• (d) goods or services marketed using potentially deceptive practices; or

• (e) gambling or betting services not operating in a legally permitted manner,

in each case as further described in the Brand Protection Rules.

The Merchant acknowledges that PayFac is required to report any Merchant identified as engaging in the activities described in this Clause 3.11 to its Acquirer(s) and, where applicable, directly to the relevant Card Scheme(s), and that such identification may result in immediate termination of this Agreement.

3.12 Complaints Mailbox and Rights-Holder Cooperation. The Merchant acknowledges that PayFac operates a Complaints Mailbox through which Rights-Holders and members of the public may report alleged brand-damaging or illegal activities by Merchants. The Merchant must:

• (a) cooperate fully and promptly with any investigation by PayFac arising from a complaint submitted through the Complaints Mailbox relating to the Merchant's activities or website(s);

• (b) where required by PayFac (acting on the direction of its Acquirer(s) or any applicable Card Scheme), provide Rights-Holders with access to the Merchant's premises or website(s) to review potential infringements of intellectual property rights, at mutually agreed timelines and upon reasonable prior notice; and

• (c) promptly remedy any confirmed breach of intellectual property rights identified during such a review, failing which PayFac shall be entitled to terminate this Agreement in accordance with Clause 8.4.

The Merchant consents to PayFac disclosing the Merchant's name, contact details, registered website URL(s) and details of any confirmed brand-damaging activity to its Acquirer(s), applicable Card Schemes, and where applicable to Rights-Holders, as required under the Network Rules.

3.13 Merchant Category Code and Country Code. The Merchant must:

• (a) accurately represent its business activities such that the Merchant Category Code (MCC) assigned by PayFac correctly reflects the nature of the Merchant's goods and services at all times; and

• (b) notify PayFac immediately if its business activities change in a manner that would require a different MCC classification.

The Merchant acknowledges that all transaction messages submitted through Card Scheme networks will include the country code of the Merchant's registered place of business, which must be a country in which PayFac, and its Acquirer(s) are authorised to operate under the Network Rules. The Merchant must not represent itself as operating in a jurisdiction where it does not have a lawful presence.

3.14 Non-Circumvention of Card Scheme Risk Management Programs.

The Merchant must not take, or permit any of its employees, agents or contractors to take, any action intended or designed to conceal or circumvent the detection of the Merchant's transactions or activities by any Card Scheme Risk Management Program or any PCI DSS compliance monitoring programme.

Any breach of this Clause 3.14 shall entitle PayFac to terminate this Agreement immediately and, in addition, to report the Merchant to its Acquirer(s) and to the applicable Card Scheme(s).

4. Merchant Compliance

4.1 The Merchant agrees PayFac may access and monitor Merchant websites (including any private customer access or restricted parts or sections thereof) to ensure compliance with Merchant obligations under the Agreement, any applicable Laws and the Network Rules. The PayFac shall advise the Merchant of the results of this review. As soon as the PayFac becomes aware of or reasonably suspects a breach by a Merchant, the PayFac shall procure that the Merchant amends its website as required by the PayFac to ensure compliance with the Merchant's applicable obligations.

4.2 PayFac may from time to time require such amendments to this Agreement as PayFac reasonably believes are necessary to ensure compliance with the Network Rules or applicable Law, or as a result of changes in the way PayFac provides the Services. PayFac will use reasonable endeavours to give the Merchant prior written notice of any such amendment as soon as reasonably practicable, and in any event not less than two (2) months in advance where circumstances permit. Where a Network Rule change, regulatory requirement, or operational change takes effect on shorter notice than two (2) months, PayFac will notify the Merchant as promptly as practicable in the circumstances.

4.3 The PayFac shall ensure that any variations to this Agreement which are to be made pursuant to clause 4.2 (or which are otherwise agreed by the Parties) are notified to Merchants and that the terms of existing and future agreements are effectively varied in accordance with such requirements.

5. Payment of Funds Due to the Merchant

5.1 Subject to the terms of this Agreement, PayFac will initiate a payment to the designated account of an amount equal to the value of Transactions processed by PayFac for the Merchant under this Agreement (less deductions for Refunds, Assessments, Chargebacks, Chargeback costs, fees or other Merchant liabilities (whether actual or anticipated) under this Agreement).

5.2 Throughout the term of this Agreement and after its termination for any reason, PayFac shall be entitled to defer (for such period as it shall in its reasonable discretion consider appropriate) the date upon which the payment of funds in respect of Transactions would (but for this clause) be due in order to protect its position with respect to actual or reasonably expected Chargebacks, Assessments, Refunds, Chargeback costs, fees, fraud, illegal activity or any other liability of the Merchant or relating to any Transactions or under this Agreement, whether actual or reasonably expected. Amounts so deferred may be set off against any actual Chargebacks, Assessments, Refunds, Chargeback costs, fees or any other liability of the Merchant.

5.3 The Merchant understands and acknowledges that during the term of this Agreement and after its termination for any reason whatsoever, the Merchant shall continue to bear total responsibility for all Chargebacks, Chargeback costs, Refunds, Assessments, fees, fraud and illegal activity resulting in any way from Transactions processed pursuant to this Agreement and all other amounts then due or which thereafter may become due under this Agreement.

5A. Credit Risk Measures

5A.1 Credit Risk Instruments

PayFac may, in accordance with its credit risk policy and as agreed in writing with the Merchant, apply one or more of the following credit risk measures to the Merchant's account:

• (a) Holdback: a deduction from each Settlement of a specified percentage of the gross Transaction value (the "Holdback Percentage"), withheld by PayFac and accumulated into a Rolling Reserve (the reserve fund built from amounts withheld under the Holdback). Rolling Reserve amounts are held within the Merchant's Hubpay wallet account but ring-fenced and unavailable for use until released. Unless otherwise agreed in writing, release occurs on a rolling monthly basis, with amounts held back in a given month becoming available six (6) months after the month of withholding (i.e., holdback accumulated in month one is released in month seven). Release does not involve a separate funds transfer, it constitutes the making available of ring-fenced wallet balances. At all times, release is subject to deduction of any amounts owed by the Merchant to PayFac. On termination of this Agreement, Rolling Reserve amounts will be released only after all outstanding liabilities of the Merchant (including any amounts subject to unresolved disputes or open Chargeback claims) have been settled or otherwise resolved; amounts pertaining to unresolved disputes may be retained until those disputes are concluded.

• (b) Delayed Settlement: the deferral of settlement of the remaining Transaction value (i.e. the portion not subject to the Holdback Percentage) beyond the standard settlement timeline of T+1 Business Day, where T is the date on which the Buyer's transaction is successfully authorised and captured (the "Transaction Date"), such that settlement falls on the Business Day immediately following the Transaction Date, contingent on successful Authorisation and Capture of the Transaction, whereby PayFac holds such remaining amount and releases it to the Merchant after an agreed number of days (the "Settlement Delay Period"), as agreed in writing between the Parties. (For the avoidance of doubt, nothing in this Clause 5A.1(b) limits PayFac's right to defer settlement unilaterally under Clause 5.2 in response to an immediate or emergent risk. A Delayed Settlement agreed under this Clause 5A.1(b) constitutes the structured, pre-agreed form of the deferral mechanism and is distinct from the emergency deferral right in Clause 5.2.)

• (c) Upfront Reserve: a lump sum amount (the "Reserve Amount") required to be deposited by the Merchant with PayFac prior to or during the term of this Agreement, to be held by PayFac as security against the Merchant's actual or anticipated liabilities under this Agreement, including Chargebacks, Assessments, Refunds, and fees.

PayFac may apply any combination of the measures set out in this Clause 5A.1, as agreed in writing between the Parties.

5A.2 Written Agreement on Credit Risk Measures

The specific credit risk measures applicable to the Merchant, including the applicable rates, amounts, and release timelines, shall be agreed in writing between the Parties. Where PayFac determines, in its reasonable discretion, that no credit risk measures are required in respect of a Merchant, this shall be expressly confirmed in writing between the Parties.

No credit risk measure under this Clause 5A shall be imposed on the Merchant without prior written agreement between the Parties, except where PayFac exercises its rights under Clause 5.2 (Deferral of Settlement) in response to an immediate or emergent risk.

For the purposes of this Clause 5A.2, "agreed in writing" includes agreement confirmed by email exchange between the Parties' authorised representatives, including agreement communicated as part of, or accompanying, the Merchant's onboarding acceptance correspondence from PayFac.

5A.3 Variation of Credit Risk Measures

PayFac may vary the Credit Risk Measures applicable to the Merchant (including increasing a Holdback Percentage, adjusting a Reserve Amount, or extending a Settlement Delay Period) at any time by giving the Merchant reasonable prior written notice, provided that:

• (a) PayFac has reasonably determined, by reference to the Merchant's transaction volumes, Chargeback ratio, fraud profile, or changes in applicable risk conditions, that a variation to the Credit Risk Measures is required; and

• (b) PayFac has confirmed the updated measures in writing to the Merchant at the time of, or prior to, giving the notice of variation.

In circumstances where PayFac reasonably determines that an immediate variation is required to protect against material financial risk (including a sudden increase in Chargebacks or suspected fraud), PayFac may vary the applicable measures with immediate effect by written notice, with written confirmation of the updated measures to follow as soon as reasonably practicable.

5A.4 Chargeback Repayment Obligation

Without prejudice to Clauses 5.1, 5.2, and 5.3, in the event that PayFac incurs a liability in respect of any Chargeback arising from a Transaction processed under this Agreement, the Merchant shall pay to PayFac an amount equal to the full value of such Chargeback (together with any associated Chargeback costs, fees, or Assessments) immediately upon written demand from PayFac.

For the avoidance of doubt:

• (a) PayFac's right to demand immediate repayment under this Clause 5A.4 arises upon PayFac receiving or anticipating a Chargeback liability, regardless of whether the Chargeback has been finally determined or settled by the relevant Card Scheme at the time of demand;

• (b) amounts held under any Rolling Reserve, Delayed Settlement, Upfront Reserve, or Holdback may be applied by PayFac against any Chargeback liability without further notice to the Merchant, and the Merchant shall remain liable for any shortfall; and

• (c) this obligation survives termination of this Agreement in accordance with Clause 5.3.

6. Payment Card Industry Data Security Standard (PCI SSC)

6.1 The Merchant will comply with all PCI SSC rules, regulations and/or standards as required of it, directly or indirectly, by the Card Schemes. Furthermore, the Merchant will meet all costs associated with achieving compliance and is solely responsible for any fines, costs or charges arising from not being compliant or data held by them being used for fraudulent or unauthorised purposes.

6.2 The Merchant will not "store" (as such term is used in the PCI SSC standards), at any time:

• (a) a Card's verification value in the Card's magnetic stripe, on the Card, in or next to its signature panel, or in the Card's magnetic stripe image in a chip application;

• (b) a PIN verification value in a Card's magnetic stripe;

• (c) the full contents of any track from a Card's magnetic stripe (on the Card, in a chip or elsewhere); or

• (d) any other data (including any Sensitive Authentication Data) that any of the Card Schemes mandate from time to time as data that cannot be stored.

7. Use of Trademarks

7.1 The Merchant's use of Card Scheme trademarks must fully comply with the Network Rules. The Merchant's use of Card Scheme promotional materials will not indicate directly or indirectly that the Card Scheme endorses any goods or services other than their own and Merchant may not refer to any Card Scheme in stating eligibility for Merchant's products or services. Merchant's use of Card Scheme trademarks shall terminate immediately on termination of the Agreement or as directed by the Card Schemes.

8. Termination

8.1 This Agreement comes into force on the Effective Date and, unless otherwise terminated (in whole or in part) earlier in accordance with its terms, will continue until terminated in accordance with this Clause 8. This Agreement shall automatically terminate without notice upon the termination for any reason of any agreement between PayFac and its Acquirer(s) that is required to enable PayFac to provide the Acquiring Services (a "PayFac Acquirer Agreement").

8.2 Upon termination of this Agreement all rights and obligations of any Party will cease to have effect immediately, save that the clauses that expressly or by implication have effect after termination will continue to be enforceable notwithstanding such termination; and termination will not affect accrued rights, obligations and liabilities of any Party under this Agreement as at the date of termination.

8.3 Without prejudice to any other rights and remedies available to it under this Agreement, the Merchant may at any time immediately terminate this Agreement by written notice to PayFac if PayFac commits a material breach of this Agreement that is not capable of remedy.

8.4 Without prejudice to any other rights and remedies available to it under this Agreement, PayFac may at any time, without incurring any liability to the Merchant, immediately terminate this Agreement:

• (a) where PayFac reasonably believes that the Merchant is operating, or is likely to operate, contrary to this Agreement, or following a confirmed breach of any of the Merchant's obligations under this Agreement;

• (b) the Merchant becomes Insolvent;

• (c) the Merchant ceases or there is a reasonable likelihood of it ceasing to carry on all or a material part of its business, except for the purpose of a bona-fide reconstruction, amalgamation, reorganisation, merger or consolidation;

• (d) upon a breach of the Network Rules by Merchant or upon direction from the PayFac's Acquirer(s) or any applicable Card Scheme;

• (e) the Merchant uses, or permits the use of, any of the services or PayFac's systems for any purpose contrary to Law;

• (f) PayFac is required to do so under Law or reasonably believes (in its sole discretion) that a Transaction or this Agreement or the performance of it may be contrary to Law or Sanctions;

• (g) there is a withdrawal or termination of any licence, permission or authorisation required to operate the Merchant's business;

• (h) if any Regulatory Authority or court of competent jurisdiction (an "Authority") has taken action or made statements, requests, directives or demands regarding the activities of the Merchant or another person operating in the same industry ("Actions or Communications") and PayFac determines in its sole and absolute discretion that the Actions or Communications of any Authority may harm or otherwise adversely affect, directly or indirectly, the reputation or goodwill of PayFac or any applicable Network Rules making body if PayFac continues to process Transactions under this Agreement;

• (i) the Merchant is identified under any Card Scheme Risk Management Program and PayFac has been directed by its Acquirer(s) or the applicable Card Scheme to terminate the Merchant;

• (j) the Merchant engages in any activity falling within the Brand Protection Rules or Clause 3.11 of this Agreement; or

• (k) the Merchant operates as a Marketplace or in breach of the aggregation prohibition set out in Clause 3.10, or takes any action intended to circumvent a Card Scheme Risk Management Program in breach of Clause 3.14 of this Agreement.

8.5 Notwithstanding Clauses 8.3 and 8.4:

• (a) PayFac may terminate this Agreement for convenience at any time by giving one (1) month's prior notice in writing to the Merchant; and

• (b) the Merchant may terminate this Agreement for convenience at any time by giving one (1) month's prior notice in writing to PayFac.

8.6 Where PayFac terminates this Agreement pursuant to Clause 8.4 (termination for cause), PayFac is obligated to report the Merchant to its Acquirer(s) in accordance with applicable Network Rules. Where such termination relates to brand-damaging activities (including any breach of Clause 3.11), PayFac will additionally report the Merchant for inclusion in the applicable Card Scheme Merchant Screening Service. The Merchant hereby consents to such reporting and to the retention of its details in any applicable Card Scheme Merchant Screening Service for the periods prescribed under the Network Rules.

9. Indemnity

9.1 The Merchant indemnifies (and will keep indemnified) on demand, defends and holds harmless PayFac from and against any Losses that PayFac suffers or incurs in relation to any Claim brought against PayFac by a third party where such Claim is caused by the Merchant or arises as a result of or in connection with:

• (a) any breach by the Merchant of clause 3.1 (in respect of Network Rules, Brand Protection Rules, or any Card Scheme Risk Management Program requirements);

• (b) any security breach, compromise or theft of Transaction data held by the Merchant or on the Merchant's behalf (other than by PayFac);

• (c) any Transaction, Representment, Retro-Charge, Assessment and/or Chargeback or resulting from the Merchant's failure to comply with the PCI SSC;

• (d) any intellectual property infringement claim arising from the Merchant's activities or website content, including any claim by a Rights-Holder in connection with counterfeit or trademark-infringing goods or services sold or facilitated by the Merchant; or

• (e) any fine, assessment, penalty or charge levied on PayFac by its Acquirer(s) or any applicable Card Scheme as a result of the Merchant's breach of the Network Rules, Brand Protection Rules, or Card Scheme Risk Management Program requirements, to the extent caused by the Merchant's acts or omissions.

10. Data

10.1 The Parties agree that, for the purposes of Data Protection Legislation, it is their mutual understanding that the Parties shall not constitute joint controllers.

10.2 Each Party acknowledges that, for the purposes of Data Protection Legislation, it is an independent Data Controller in relation to the Transaction Personal Data and that it determines the purposes for which and the manner in which the Transaction Personal Data is, or is to be, processed.

10.3 The Merchant shall ensure that in respect of all Transaction Personal Data provided to the PayFac under this Agreement, and in respect of the use of that Transaction Personal Data under this Agreement:

• (a) all necessary fair processing notices have been provided to and consents obtained from Data Subjects by the Merchant, including to specify PayFac as a Data Controller in respect of the Data Subject's Personal Data and to provide a link to PayFac's Privacy Statement or to include a statement that PayFac's Privacy Statement can be found on PayFac's corporate website; and

• (b) all necessary steps have been taken to ensure that Transaction Personal Data has been collected and processed in accordance with the principles set out in Data Protection Legislation, including those relating to:

  • (i) lawful, fair and transparent Processing;

  • (ii) specified, legitimate and explicit purposes of Processing; and

  • (iii) adequate, relevant and not excessive Processing.

10.4 If the Merchant receives any complaint, notice or communication from a Data Protection Authority which relates directly to:

• (a) PayFac's Processing of the Transaction Personal Data; or

• (b) a potential failure by PayFac to comply with Data Protection Legislation in respect of the activities of the Parties under or in connection with this Agreement,

the Merchant shall, to the extent permitted by Law, promptly notify PayFac and provide such information as it shall reasonably request in that regard.

10.5 PayFac may make periodic searches of, and provide information about the Merchant to credit reference, market research, customer feedback and fraud prevention agencies, and PayFac's Group Companies and agents. The Merchant acknowledges that any information provided to credit reference agencies may be used by other credit providers to take decisions about the Merchant. Further information about how PayFac uses this information can be found in PayFac's Privacy Statement.

10.6 If a Data Subject makes a written request to either Party to exercise any of their rights under Data Protection Legislation in respect of Transaction Personal Data, the receiving Party shall respond to that request in accordance with Data Protection Legislation. To the extent the request concerns processing of Transaction Personal Data undertaken by the other Party, the receiving Party shall:

• (a) promptly and without undue delay forward the request to the other Parties; and

• (b) cooperate and provide reasonable assistance in relation to that request to enable the other Parties to respond in accordance with Data Protection Legislation.

10.7 The Merchant acknowledges that PayFac may disclose Transaction Personal Data to any Data Protection Authority, law enforcement authority or regulator.

11. Confidential Information

11.1 Each Party will, and each will procure that its personnel will keep confidential all Confidential Information of, or concerning, the other Parties received by it.

11.2 Clause 11.1 does not apply to information:

• (a) that is published or otherwise generally becomes available to the public, except as a result of a breach of this Agreement;

• (b) to the extent made available to a Party other than under any obligation of confidentiality in respect of that information;

• (c) to the extent required or requested to be disclosed by any Law or Network Rule making body, Regulatory Authority or court of competent jurisdiction, provided that the disclosing Party notifies the other, to the extent legally permissible, of the information to be disclosed as early as reasonably practicable before the disclosure and takes all reasonable action to avoid or limit the disclosure; or

• (d) that is already known by the receiving Party without any obligation of confidence.

11.3 Clause 11.1 will not restrict the sharing of any Confidential Information by the receiving Party to its directors, employees, professional advisors, insurers, Group Companies or sub-contractors who need to know it to provide the Services and/or to manage or enhance the relationship between the Parties, provided that such persons use it solely for such purpose and are under an obligation to the receiving Party to keep such information confidential.

11.4 Other than as expressly permitted under this Agreement, on termination for whatever reason, each Party will immediately: (i) cease to use any Confidential Information of the other and will return on written demand or, at its election, destroy or, so far as is reasonably practicable, permanently erase all copies of that Confidential Information in its possession or control; and (ii) confirm in writing to the other within one (1) month of the date of termination that this has been done, save that a Party will be permitted to retain such part of that Confidential Information only for the purposes of, and for so long as required by, any Law or its legitimate internal compliance requirements.

12. Audit

12.1 The Merchant will: (a) permit PayFac and/or its duly authorised representatives to access during business hours such premises or systems on which the Merchant's business trades or where the Merchant's records or stock are located and to take and retain copies of all such records to ascertain if the Merchant is performing its obligations hereunder; and (b) provide all reasonable cooperation in relation to such audit. This right of access extends, where directed by PayFac's Acquirer(s) or any applicable Card Scheme, to such Acquirer(s), Card Scheme representatives, and Rights-Holders, for the purpose of validating compliance with the Network Rules and reviewing potential infringements of intellectual property rights at the Merchant's premises or on its website(s), in each case at mutually agreed timelines and upon reasonable prior written notice from PayFac.

12.2 Where such audit is undertaken at the specific request of a Card Scheme, the Merchant shall pay any costs and charges incurred by PayFac in respect of such audit.

13. Assignment

13.1 This Agreement may not be assigned by the Merchant without the prior written consent of PayFac. PayFac may assign its rights under this Agreement without the Merchant's consent.

13.2 PayFac shall be entitled to novate any or all of its rights and obligations (as appropriate) under this Agreement to a third party at any time on giving the Merchant at least two (2) months' notice. If PayFac does this the Merchant shall be entitled to terminate the Agreement within two (2) months of receiving the notice of the novation. The Merchant will be deemed to have accepted the novation of the Agreement two (2) months from receipt of the notice if no such notice of termination is served.

14. Exclusion and Limitation of Liability

14.1 Nothing in this Agreement will operate to exclude or limit a Party's liability:

• (a) for such Party's fraud or fraudulent misrepresentation;

• (b) for death or personal injury resulting from such Party's negligence;

• (c) (in the case of the Merchant) to pay monetary amounts due under this Agreement; or

• (d) to the extent that it cannot be lawfully excluded or limited,

and each of the following provisions of this Clause 14 is subject to this Clause 14.1.

14.2 Subject to Clause 14.1, under no circumstances will a Party be liable to any other Party for any of the following types of Losses arising under or in connection with this Agreement (whether arising for breach of contract, misrepresentation (whether tortious or statutory), tort (including but not limited to negligence), breach of statutory duty, liability under indemnities or otherwise):

• (a) any special, incidental, punitive, consequential or indirect: loss; damage; cost; and/or expense whatsoever; or

• (b) any lost profits, lost goodwill (or any other damage to reputation), loss of revenue, loss of business, loss of contracts, loss of anticipated savings, business interruption, loss of opportunity, loss of bargain, or lost or corrupted data, in each case regardless of whether any of these types of Losses are direct, indirect or consequential;

even if that Party was aware of the possibility that such Losses might be incurred by another Party.

14.3 Notwithstanding anything in this Agreement to the contrary, in no event shall PayFac be liable or responsible for any delays or errors in its performance of the Services caused by its Acquirer(s), Card Schemes, service providers, or other third parties, or by events outside of PayFac's reasonable control, including network outages, banking system failures, Card Scheme system errors, or regulatory interventions.

14.4 Notwithstanding anything in this Agreement to the contrary, PayFac's aggregate liability for all losses, claims, damages or expenses whatsoever arising out of or related to this Agreement and irrespective of whether arising in contract, tort (including negligence) or otherwise shall not exceed the total amount of fees paid by Merchant to the PayFac under this Agreement during the immediately preceding six (6) calendar months of the event giving rise to the relevant Claim, expressed in UAE Dirhams (AED).

14.5 Save as expressly set out in this Agreement, PayFac hereby excludes all warranties, conditions, terms, obligations, undertakings and representations, whether in each case express or implied by statute, common law, custom, trade usage, course of dealing or otherwise, (including but not limited to implied undertakings of satisfactory quality and reasonable fitness for purpose) to the fullest extent permissible by Law, and the Merchant hereby waives irrevocably any rights or remedies it may otherwise have had in respect of any of the same.

14.6 Each Party will cooperate with the other in, and not make any admissions in relation to, the defence and any related settlement negotiations of any Claim the subject of an indemnity or liability action hereunder and will take all reasonable steps to mitigate any Loss which is the subject of such Claim.

15. Waiver

15.1 No failure or delay by a Party in exercising any of its rights hereunder or under Law will be construed as a waiver or release of that right or any other right or remedy, nor will any single or partial exercise of such rights preclude or restrict the further exercise of such rights. A waiver of any breach of any provisions of this Agreement will not constitute a waiver of any other breach, and will not affect the other provisions, of this Agreement. Any waiver must be in writing to be effective.

16. Notices

16.1 Any notice, demand or other communication given or made hereunder (a "Notice") must be in writing in the English language and must be delivered by email, hand, or courier. Each Notice must be sent (as applicable): (a) to the receiving Party's address as set out at the head of this Agreement; (b) to the receiving Party's email address (notified by one Party to the other from time to time in accordance with this Clause 16); or in each case to such other address as the Parties may agree from time to time in writing. The Merchant shall, at the time of onboarding, provide PayFac with a valid email address for receipt of Notices (the "Merchant Notice Address") and shall promptly notify PayFac in writing of any change to the Merchant Notice Address. PayFac shall not be liable for any failure to receive a Notice sent to the most recently confirmed Merchant Notice Address.

16.2 A Notice will be deemed received if: (a) delivered personally, at the time of delivery to the receiving Party; (b) sent by email, on the day on which the Notice is sent, provided no report of non-delivery is received by the sender. If any Notice would, when made in accordance with the above, be deemed to be given or made either on a non-Business Day or after 17:00 on a Business Day, such Notice will be deemed to be given or made at 09:00 on the next Business Day.

17. Entire Agreement

17.1 This Agreement constitutes the entire agreement and understanding between the Parties in respect of its subject matter and supersedes all other prior representations, arrangements, understandings and agreements relating to the same subject matter, (whether oral or in writing, express or implied). Each Party acknowledges that in entering into this Agreement it does not rely on any statement, representation, warranty or understanding other than those expressly set out in this Agreement.

17.2 No Party shall have any Claim for innocent or negligent misrepresentation based upon any statement in this Agreement.

17.3 Nothing in this Clause 17 shall operate to exclude any liability for fraud.

18. Force Majeure

18.1 A Party (the "Affected Party") shall not be deemed to be in breach of this Agreement or otherwise liable to another Party (the "Non-affected Party") for any delay in performance or any non-performance of any of its obligations under this Agreement (and the time for performance shall be extended accordingly) if and to the extent that the delay or non-performance is due to an Event of Force Majeure provided that the Affected Party has used reasonable endeavours to mitigate the effect of the Event of Force Majeure and to carry out its obligations under this Agreement in any other way that is reasonably practicable.

18.2 The Affected Party shall promptly notify the Non-affected Party of the nature and extent of the circumstances giving rise to the Event of Force Majeure.

18.3 If the Event of Force Majeure continues for more than fourteen (14) Business Days then, without limiting any other rights it may have, either Party may terminate this Agreement by giving written notice to the other.

19. Miscellaneous

19.1 PayFac shall be entitled to vary the provisions of this Agreement from time to time by giving Merchant at least one (1) month's prior written notice. Upon receiving the notice of variation, the Merchant shall be entitled to terminate this Agreement immediately by providing written notice, provided that such notice is served within one (1) month of the date of the notice of variation. Otherwise, the Merchant will be deemed to have accepted such variation with effect from the date one (1) month from the notice of variation. Subject to the foregoing, this Agreement shall not be varied unless in writing signed by a duly authorised representative of each Party. Where a variation is required pursuant to Clause 4.2 (i.e., to ensure compliance with Network Rules or applicable Law), the notice period prescribed in Clause 4.2 shall take precedence over the notice period in this Clause 19.

19.2 Nothing in this Agreement will be construed as constituting a partnership, joint venture or agency between or among the Parties.

19.3 A person who is not a Party to this Agreement shall have no right to enforce any provision of this Agreement under the ADGM Contracts (Third Party Rights) Regulations 2021 or any other applicable law, except that any Group Company of PayFac that provides services on behalf of PayFac under this Agreement may enforce the provisions of this Agreement to the extent relevant to those services.

19.4 This Agreement may be executed in any number of counterparts, each of which shall be deemed original, but all of which taken together shall be deemed to be one and the same agreement. Delivery of an executed counterpart by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

19.5 The Merchant represents and warrants as a continuing representation and warranty during the term of this Agreement that neither it, nor any of its directors, officers, agents, employees, nor any person acting on behalf of the foregoing, is a Restricted Person and none of the foregoing act directly or indirectly on behalf of a Restricted Person.

20. Governing Law and Jurisdiction

20.1 This Agreement and any Dispute will be governed by and construed in accordance with UAE law and the Parties irrevocably submit to the exclusive jurisdiction of the ADGM Court. The Merchant waives any objection to any proceedings in such courts on the grounds of venue or on the grounds that proceedings have been brought in an inappropriate forum.

20.2 Each Party agrees that written notice of any Claim under this Agreement must be given to the other Party within twelve (12) months of the date on which the asserting Party first knew, or reasonably ought to have known, of the facts giving rise to that Claim. Failure to give such notice within this period shall, to the fullest extent permitted by applicable law, constitute an irrevocable waiver of the right to pursue that Claim. Nothing in this Clause 20.2 shall be construed as excluding or limiting any mandatory limitation period under UAE law or ADGM law that cannot be excluded or shortened by contractual agreement.

20.3 Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations or proceedings are not permitted. The Merchant hereby waives any right to participate in a class action against PayFac.

20A. Merchant Complaints

20A.1 If the Merchant has a complaint regarding the Services or any aspect of this Agreement, it should in the first instance contact PayFac's customer support team through the support channel available at https://hubpay.io/contact-us (or such other address as PayFac notifies to the Merchant from time to time). If the Merchant's complaint is not resolved through the customer support channel, or if the Merchant wishes to escalate the matter, it may contact PayFac's compliance team at [email protected].

20A.2 PayFac will acknowledge receipt of any complaint escalated to its compliance team within seven (7) Business Days and will use reasonable endeavours to resolve the complaint within thirty (30) Business Days of receipt, or such longer period as may be required having regard to the nature and complexity of the complaint. Response timelines for the customer support channel are as published at https://hubpay.io/contact-us.

20A.3 If the Merchant is not satisfied with PayFac's response, it may escalate the matter in accordance with applicable UAE regulatory requirements or refer the matter to the ADGM Court in accordance with Clause 20.1.

AS WITNESS whereof the parties hereto have caused this Agreement to be signed by their duly authorised representatives as of the day and year first written above.

Full Merchant entity name, company number, and jurisdiction will be confirmed in the countersigned copy of this Agreement, consistent with the details provided during the Hubpay onboarding process.