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User agreement

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  • General terms
  • Definitions
Last updated on 28 November 2022

If you are using the

, these Terms of Service cover our legal relationship with you. We are required by our financial partners and the State Bank of Pakistan to clearly document our legal relationship with you.

There are certain provisions in our Terms of Service that are related to credit and debit card payments (such as refunds) which you should read here. There are certain provisions that are related to local bank account and mobile wallet payments that you should read here.

If you are creating a

only, these Terms of Service will apply to you. If you create and are approved to have a (which can process real payments), you will need to electronically sign these Terms of Service which will include information on pricing and settlement. This guide explains how you will receive our Terms of Service to sign after completing all our onboarding steps and who from your business will need to sign these.

General terms

1. Introduction

1.1. What are these Terms of Service

1.1.1.

These are our terms of service (the “Terms of Service”).

1.1.2.

You are not allowed access to, or use of, any of the

unless you agree to be bound by these Terms of Service.

1.1.3.

We advise that you read these Terms of Service thoroughly and engage an independent legal adviser if you have any confusion in understanding this. By proceeding to create a

you agree to be legally bound by the terms of these Terms of Service.

1.1.4.

These Terms of Service highlight obligations you will be bound by and risks you face by using the

and you must consider such risks carefully as you will be bound by the provisions of these Terms of Service by creating a .

1.1.5.

Terms that are capitalised in these Terms of Service have the meaning provided to them here unless expressly stated otherwise. Whenever there is a capitalised term in these Terms of Service, you should read the meaning of this term.

1.1.6.

If any portion of these Terms of Service are held by any court to be invalid or unenforceable, either in whole or in part, then that part shall be severed from these Terms of Service and shall not affect the validity or enforceability of any other part of these Terms of Service.

1.2. Who these Terms of Service applies to

1.2.1.

This is a legal agreement and is intended to create legal relations between Safepay (Private) Limited, a private limited company registered with the Securities and Exchange Commission of Pakistan with registration number 0162364 ( “Safepay”, “us”, or “we”) and a Person (a “User”, “you”, “your” or “Merchant”) that:

1.2.1.1.

creates a

or multiple on our ; and/or

1.2.1.2.

has a

or multiple created on their behalf by a ; and/or

1.2.1.3.

uses the

.

1.2.2.

If you have multiple

, these Terms of Service applies to each separately and independently except for provisions relating to Disputes, refunds and reversals, Suspension of your Safepay Account and Termination of your Safepay Account. These provisions allow us to suspend or terminate any of yours due to your actions in connection with this .

1.3. Duration of these Terms of Service

1.3.1.

These Terms of Service are effective from the

and continue until terminated by us pursuant to provisions relating to Termination of your Safepay Account.

1.3.2.

You can withdraw from these Terms of Service at any time by asking us to terminate your

by emailing us at support@getsafepay.com. Until we terminate the , these Terms of Service will continue to apply to you in relation to that .

1.3.3.

Withdrawal from these Terms of Service in relation to one

does not impact the applicability of these Terms of Service to other you have open with us.

1.3.4.

Non-use of your

will not constitute a withdrawal from these Terms of Service. You will continue to be bound by these Terms of Service until your is terminated by us pursuant to provisions relating to Termination of your Safepay Account.

2. About us

2.1.

Safepay is a payment service provider (PSP) regulated by the State Bank of Pakistan that builds tools, processes and services which enable individuals and businesses in Pakistan to accept payments online.

2.2.

Safepay is a company incorporated under the laws of the Islamic Republic of Pakistan with registered office no. 42C, South Park Avenue, Phase 2 Extension, DHA, Karachi, Pakistan.

3. What you can use Safepay for

3.1.

Safepay can only be used by you for a legitimate and legal

with your .

3.2.

You are not allowed to use the

for personal transactions, send money to others for purposes other than a or for any other purposes prohibited by these Terms of Service.

3.3.

Safepay is not a bank and we cannot accept deposits, provide loans or extend credit. If you accept payment for products or services (including bookings for events) not immediately deliverable to the

(a “Pre-order”), we may, in our sole discretion, initiate for all or a portion of the processed by us for a Pre-order. If you would like to receive payments for a Pre-order, or this is a part of your business model, please contact us before doing so.

3.4.

You are not allowed to:

3.4.1.

work around any of the technical limitations of the

or enable functionality that is disabled or prohibited;

3.4.2.

perform or attempt to perform any actions that would interfere with the normal operation of the

or affect use of the by our other users; or

3.4.3.

impose an unreasonable or disproportionately large load on the

.

4. Your relationship with Safepay

4.1.

Subject to the provisions in Appointment of Safepay as your Agent the relationship between Safepay and the User is that of contractor and independent service provider.

4.2.

You are not allowed to transfer any rights granted to you under these Terms of Service without the written consent of Safepay.

4.3.

We reserve the right to transfer, assign or sub-contract the benefit of the whole or part of any our rights or obligations under these Terms of Service to any third party.

5. Setting up your Safepay Account

5.1. Who can use the Safepay Services

5.1.1.

Anybody can create and operate a

with . However, only the following are eligible to create and operate a with and/or use the :

5.1.1.1.

individuals above the age of 18;

5.1.1.2.

persons with their registered place of business in Pakistan and/or commercial operations in Pakistan;

5.1.1.3.

persons that have an active bank account (or other depositary account) in Pakistan opened with a financial institution that is recognised by the

;

5.1.1.4.

businesses (these currently include sole-proprietors, association of persons, partnerships, private limited companies and public limited companies);

5.1.1.5.

certain other entities (these currently include non-profit organizations, trusts, societies and voluntary social welfare agencies).

5.1.2.

By creating and operating a

with and/or using the you represent and warrant that you are a which meets the criteria stated above.

5.2. Authorisations and personal liability

5.2.1.

If the User is not an individual or sole proprietor, it represents and undertakes that:

5.2.2.

it is duly organised, authorised and in good standing under the laws of the Islamic Republic of Pakistan and duly authorised to carry on the business for which it will use the

; and

5.2.3.

any

that enters these Terms of Service on behalf of the User has been authorized to enter into these Terms of Service and is an executive officer, senior manager or otherwise that has significant responsibility for the control, management or direction of the User.

5.2.4.

The User represents and undertakes that, where applicable, any

has explained to them the existence of these Terms of Service and the User understands and agrees that it will be legally bound by the terms of these Terms of Service.

5.3. Registering with Safepay

5.3.1.

Before using the

, you must register with us and create a on our . You will normally first create a , but these Terms of Service applies to you even if you create a first. When you first register with Safepay, your will have .

5.3.2.

Registering a

does not guarantee that you will be able to use the . You must make an in order to have a with .

5.3.3.

Following creation of your

, you will need to make an to use the . As part of the we require further information from you including, but not restricted to, the following:

5.3.3.1.

national identity cards issued by the National Database and Registration Authority (NADRA);

5.3.3.2.

business registration documentation with the Securities and Exchange Commission of Pakistan (SECP);

5.3.3.3.

a

that has been issued within 1 month of the ;

5.3.3.4.

tax registration documentation with the Federal Board of Revenue (FBR); and/or

5.3.3.5.

any other documents, information and material provided to us that we require, (together referred to as the “Registration Documents”).

5.3.4. Until you have submitted the

(or a has submitted the on your behalf), and we have reviewed and approved all the Documents, you will have a with .

5.4. Validity of Registration Documents

5.4.1.

You represent and undertake that each

provided to us as part of your are true and currently valid.

5.4.2.

You undertake to:

5.4.2.1.

keep the

up-to-date and valid;

5.4.2.2.

promptly provide us original documents and/or legally attested documents if we require you to do so;

5.4.2.3.

promptly update us if there are any changes to any of the

you have provided us; and

5.4.2.4.

speak to your bank, relevant financial institution or any relevant third party (such as a courier company) to provide us any documents we may require and provide these to us promptly.

5.5. Validity of Linked Bank Account

5.5.1.

You represent and undertake that the

that is connected to your is a valid bank account opened in the Islamic Republic of Pakistan for the purposes of conducting your business.

5.5.2.

You represent and undertake that the

that is connected to your is the same as the account detailed in the submitted to us.

5.5.3.

You undertake to:

5.5.3.1.

keep the

information up-to-date and valid; and

5.5.3.2.

provide us with a new

when you update your information on the .

5.5.4.

You represent and undertake that

is only used for the sole purpose of conducting your business and you will not use the for any personal transactions or any other purpose. You further agree and acknowledge that Safepay shall not have any liability for your usage of the Linked Bank Account for any purpose other than your business.

5.5.5.

You also hereby agree to indemnify, keep indemnified, defend and hold Safepay, its directors, officers, shareholders, representatives, successors, assigns, employees and agents harmless against any and all claims, actions, suits, demands, assessments, judgments, losses, liabilities, recoveries, damages, costs and expenses that may be incurred or suffered by Safepay resulting or arising from or related to any breach committed by you of any warranty, representation or obligation under this entire clause 5.5 of these terms.

5.6. Updates to the Registration Documents

5.6.1.

We reserve the right to update these Terms of Service unilaterally to cover additional information that we may require from you. This may be due to additional requirements from our

, the and/or other financial partners.

5.6.2.

We will conduct further reviews of the

and your activity on your while you use the to determine that you are eligible to continue to do so.

5.6.3.

While the User is using the

and/or is bound by these Terms of Service, we may ask for further documents, information and material from you which were not provided as part of the . These may include, but are not restricted to, the following:

5.6.3.1.

your financial statements;

5.6.3.2.

past invoices issued by you to your customers;

5.6.3.3.

evidence of your past fulfilment of transactions including information on past unfulfilled transactions (transactions where you did not deliver goods or provide a service to a customer);

5.6.3.4.

your bank statements; or

5.6.3.5.

any other information we need for us to monitor your compliance with these Terms of Service and your use of the

.

5.7. Your personal data in the Registration Documents

5.7.1.

In connection with the

, we collect personal information that is available from the (such as your image, name, birthdate, address and identification number). To learn how we handle your personal data please refer to our Privacy Policy.

5.7.2.

We may share any information from the

, any other documents or evidence we have requested from you or your with any , and/or in order to:

5.7.2.1.

verify your eligibility to use the

, and conduct risk management and compliance reviews;

5.7.2.2.

facilitate our compliance and/or the compliance of any

, and/or with applicable and .

5.8. Customer personal data

5.8.1.

We are responsible for the security and protection of

card holder data we collect and store. We implement access control measures, security protocols and standards including the use of encryption and firewall technologies to ensure that such data is kept safe and secure on our servers, in compliance with PCI DSS requirements. We also implement periodical security updates to ensure that our security infrastructures are in compliance with reasonable industry standards.

5.8.2.

To learn more about how we handle personal data please refer to our Privacy Policy.

5.9. Account security

5.9.1.

Multiple people can have access to your

in different roles. Currently, you can assign the following access rights to your : Account owner; Administrator; Developer; Support; View only. It is your responsibility to keep track of whoever you have provided access to your . It is also your responsibility to select and implement security procedures and controls appropriate to mitigate your exposure to security incidents for anyone that can access your .

5.9.2.

The User undertakes to ensure that any other person that has been provided access to the

has taken all reasonable steps to protect the security of the personal electronic device through which they or any other person access the (including not sharing their device with other people).

5.9.3.

The User registered with us is responsible for any activity on the

. It is the User’s responsibility to monitor and control access to their . In the event you share your password details, Safepay will not be liable to you for any losses or damages.

5.9.4.

The User is responsible for keeping the

secure from unauthorised access and/or misuse. It is your responsibility to log out of your when you have finished using it and ensuring that your device does not retain your details so somebody other than you can access your .

5.9.5.

We will make publishable and secret API keys for live and test

using the available to you through the . Publishable keys identify with your , and secret keys permit any API call to your . You are responsible for securing your secret keys – do not publish or share them with any unauthorized persons. Failure to secure your secret keys will increase the likelihood of fraud on your and potential losses to you or your .

6. Transactions using the Safepay Services

6.1.

You agree to the following:

6.1.1.

We are not responsible for any

that takes place as part of your business or activities.

6.1.2.

We cannot confirm that a

is accurate, complete, or typical for your business. We also have no control over the identity of a .

6.1.3.

You are solely responsible for knowing whether a

is incorrect (such as a purchasing one item when they meant to order another) or suspicious (such as unusual or large purchases, or a request for delivery to a foreign country where this typically does not occur).

6.1.4.

Your use of the

are in compliance with our Acceptable Use Policy available here.

6.1.5.

If you are unsure if a

is erroneous or suspicious, you agree to research the and, if necessary, contact your before fulfilling or completing the .

6.1.6.

You are solely responsible for any losses you incur due to erroneous or fraudulent

in connection with your use of the .

6.1.7.

You assume complete and sole responsibility to your

for the nature and quality of the products or services that form the basis of any .

6.1.8.

We are not responsible in any way for the fulfilment of any

(including, but not limited to, deliveries, maintenance, support, refunds, returns or any add-on services provided).

6.1.9.

You are independently responsible for complying with all applicable

related to your use of the and the . This means that you are solely responsible for any that break any .

6.1.10.

If you believe that an unauthorized or otherwise problematic

has taken place, you agree to notify us immediately, to enable us to take action to help prevent financial loss.

6.1.11.

You accept that even though the

have an inbuilt fraudulent management system to monitor and avoid suspicious or fraudulent online transactions, we provide no guarantee or warranty that the shall provide complete protection from fraud.

6.1.12.

We do not accept any responsibility that a

is completed.

7. When we may refuse a Transaction

7.1.

We may refuse, condition, or suspend any

that we believe:

7.1.1.

may violate these Terms of Service;

7.1.2.

are unauthorized, fraudulent or illegal; or

7.1.3.

expose you, us, or others to risks unacceptable to us.

7.2.

If we suspect or know that you are using or have used the

for unauthorized, fraudulent, or illegal purposes, we may share any information related to such activity with the , , or any other law enforcement agency consistent with our legal obligations. This information may include information about you, your , your , and .

8. Disputes, refunds and Reversals

8.1.

You may only process payments when authorised to do so by a

.

8.2.

We will only process transactions that have been authorised by the applicable

and the card issuer/payment instrument issuer.

8.3.

We do not guarantee or assume any liability for any

authorised and completed that is later subject to a or .

8.4.

You are solely responsible for all

that are subject to a or , regardless of the reason for, or timing of, the or .

8.5.

We may intervene in disputes between you and a

concerning payments but have no obligation to do so.

8.6.

You are required to maintain information and proof of service or product delivery to your

in relation to every . Where a dispute occurs needing resolution, you may be required to provide us with these. You agree to provide us with this information within two (2) of request by us. If after the provision of such evidence a decision is made against you by us, that decision will be final and binding unless you can provide evidence to the contrary to our satisfaction.

8.7.

If you have insufficient

in your to process a or , you agree to deposit any amount we say is necessary into a bank account controlled by us in order for us to process the relevant or .

8.8.

In the event that we make any payment to the

, any and/or a due to a or or other dispute in connection with a you have processed using the , you agree that such amounts paid by us will be considered a debt that you owe us. This debt is payable on demand to us and we will be entitled to set-off any amounts owed to us against future attributable to your or any other you have open with us.

9. Your relationship with your Customers

9.1.

You are solely responsible for verifying the identity of any

, ensuring that they are authorised to carry out any on your platform, and determining their eligibility to purchase your products or services.

9.2.

You are solely responsible for providing support to any

regarding receipts, product or service delivery, support, returns, refunds, and any other issues related to your products and services and business activities. We are not responsible for providing support for the to your .

9.3.

In the event that you suspect any fraudulent activity by a

, you agree to notify us immediately and use best efforts to quit the delivery of the products or services.

9.4.

You agree to make the following information available to your

(either through your website or any other means of communications):

9.4.1.

complete description of the goods and/or services;

9.4.2.

refund and return policy;

9.4.3.

customer service contact including electronic mail address;

9.4.4.

export restrictions (if applicable);

9.4.5.

delivery policy;

9.4.6.

authentic country of domicile;

9.4.7.

customer data privacy policy; and

9.4.8.

applicable import tariff(s) and/or regulation(s).

10. Payments

10.1. Information we provide you on your payments

10.1.1.

Information regarding any payment in connection with a

will be available on your . We do not provide any payment information in relation to other transactions that take place as part of your business for which your customers have paid you by ways other than the (for example, using another payment processing platform or if you accept cash payments on delivery).

10.1.2.

While we will provide a transaction history in your

, you are solely responsible for compiling and retaining permanent records of all and other data associated with your as may be required for yourself or your business.

10.1.3.

We are not responsible for maintaining your

history or other records in a manner consistent with your record retention obligations.

10.2. Errors in payments

10.2.1.

You agree to notify us immediately if any error is detected while reconciling

. We will investigate and rectify the errors where verified. In the event that we notice any errors, we will also investigate and rectify such errors.

10.2.2.

Where we owe you money as a result of any such error(s), we will use best efforts to credit your

with linked to such error(s) together with any that would normally be credited to your for that take place on the next (or as agreed differently between you and us) after identification of such error(s). An example of this is where we have settled less to you in relation to that you have processed using the on a particular day.

10.2.3.

Where you owe us money as a result of any such error(s), we will reduce any payout of

to your by the amount linked to such error(s) that would normally be credited for that take place on the next after identification of such error(s). An example of this is where we have settled a greater amount of to you in relation to that you have processed using the on a particular day.

10.2.4.

We may also require that you return any money owed to us by a bank transfer to any account specified by us. You agree that any amounts owed by you to us will be considered a debt that you owe us. This debt is payable on demand to us and we will be entitled to set-off any amounts owed to us against future

attributable to your or any other you have open with us.

10.2.5.

All claims against us related to errors in payments should be made within 30 (thirty) days after the date of such payment. Failure to notify us within 30 (thirty) days of the occurrence of an error, to the fullest extent of any

, will be deemed a waiver of your rights to amounts that are owed to you due to an error.

11. Taxes

11.1.

You are responsible for calculating, collecting, reporting or paying any

you owe in relation to any .

11.2.

If the User is an individual, you are responsible for ensuring that you comply with any

rules that apply to you.

11.3.

If the User is not an individual, you are responsible for ensuring that you comply with any

rules that apply to you.

11.4.

You agree that you are responsible for determining what

, if any, apply to your use of the and in particular settlement into your , and for calculating, collecting, reporting, and paying any applicable as required by the laws of any jurisdiction.

11.5.

We reserve the right to send information to any

, or governmental authority on s you have processed using the .

11.6.

You acknowledge that we may report the total income you receive using the

each calendar year to the , any , the or as required by any governmental authority.

11.7.

If you are tax-exempt, you agree to provide us with an appropriate certificate or other evidence of tax exemption that is satisfactory to us.

12. Charges

12.1.

You agree to pay us the

in exchange for your use of the . For the avoidance of doubt, the are exclusive of applicable which will be added to the for each successful .

12.2.

The

applicable to each are as agreed individually with us and that you will pay us this amount for any successful payment for a you receive using the .

12.3.

The

will be deducted at source in connection with any successful payment for a you receive using the .

12.4.

We may revise the

at any time. However, we will provide you with at least 10 ’ before any revision to the become applicable to you.

12.5.

In addition to the Charges, you are also responsible for any penalties or fines imposed in relation to your

on you by us or the , any and/or governmental authority.

13. Appointment of Safepay as your agent

13.1.

You expressly authorise and appoint Safepay (and, where applicable, any of its affiliates, directors, employees or advisers) to act as your agent for each

in order to:

13.1.1.

provide and perform the

on your behalf with any ;

13.1.2.

provide and perform the

on your behalf with any ;

13.1.3.

provide and perform the

on your behalf with any ;

13.1.4.

receive, hold, collect, administer and disburse any

in the (or any other bank account used by any and/or ) received from a through the and the pursuant to a ;

13.1.5.

appoint any

, or other entity, at our sole discretion, to act as a on your behalf to receive the from a and/or for us to provide and perform the to you;

13.1.6.

provide any Personal Data (as defined in our Privacy Policy available on our

) that we hold in relation to you or any to any or any institution that is authorised by any to receive such Data; and

13.1.7.

do all things necessary, or that are done in the ordinary course of business or dealing, for the purpose of providing and performing the

.

13.2.

Where Safepay does not act as your agent as described above, the

and are made available to you on an independent service provider basis.

14. No restriction on Safepay acting as agent or appointing sub-agent for others

You expressly allow Safepay (and, where applicable, any of its affiliates, directors, employees or advisers) to act as an agent on behalf of any other person that uses the

. Safepay provides the to other persons across Pakistan and as part of its business model will also act as their agent on the same terms that are described in these Terms of Service.

15. Payments to your Linked Bank Account

15.1.

Your

will be automatically settled with the aggregate collected by Safepay on behalf of you for according to the .

15.2.

You agree that the

is an estimated time period for settlement and due to circumstances out of our control and settlement of aggregate collected by Safepay on behalf of you for may be delayed.

15.3.

You agree that by using the

, this represents your instruction for Safepay to credit your with .

15.4.

You agree that any settlement obligation on Safepay to you has been discharged following the successful transfer of

to your .

15.5.

You agree that you are not entitled to any interest or other compensation associated with the

while they are in the (or any other bank account used by any and/or ).

15.6.

You agree to us applying any foreign exchange rate (for any

in any currency other than Pakistani Rupees) we are offered by the on the date of that .

16. When we may appoint a Reserve

16.1.

You agree that we may require you to place all or a partial amount of the

in or to impose conditions on the release of these in the following situations:

16.1.1.

your or your

’ activities increase the risk of loss to us, our , any ;

16.1.2.

you are in breach or likely to violate these Terms of Service;

16.1.3.

we deem it necessary due to pending disputes, excessive or anticipated excessive

, or refunds, or other suspicious activity associated with your use of the ;

16.1.4.

we suspect that there has been unauthorized, fraudulent or illegal activity on any of your

;

16.1.5.

if we are required to do so by the

, any or the .

16.2.

You agree to fund the

through funds provided directly by you when we request you to do so.

16.3.

Unless restricted by any

, if we impose a , we will establish the terms of the and provide you of the amount, timing, and conditions upon which the funds held in the will be released to you.

17. Your relationship with any Acquiring Bank or Network

17.1.

Safepay appoints any

and/or as a on your behalf to receive the from a and/or to the extent necessary for us to provide and perform the .

17.2.

You have no direct relationship with any

or .

17.3.

In connection with the

, you are not establishing a depository account with any .

17.4.

Any

and/or is not responsible for provision of the to you and is not responsible for providing you with any information or customer service in relation to the .

17.5.

We may add or remove one or more

or at any time. If we do so we will use reasonable efforts to give you prior of the removal.

18. Safepay Support

18.1.

We have developed Safepay to be simple to use, secure and error free, but in certain circumstances you may need support from us. We will provide you with reasonable support to resolve general issues relating to your

and/or the .

18.2.

You agree that we are under no obligation to provide you support that is unreasonably specific to your

. This could be situations where you require us to develop certain features for your .

18.3.

Our support includes documentation that we make available to you through the current versions of Safepay’s support pages, plug-in, API or any other software application documentation, and other pages on our

. Additionally, we may provide support through other means of communication such as Whatsapp, our Facebook page and/or email.

19. Suspension of your Safepay Account

19.1.

We reserve the right to suspend your

at any time and for any reason, but this will likely be because you have breached these Terms of Service. We will normally provide you with of the suspension of your and the reason for this, unless restricted by any .

19.2.

If we suspend your

due to your breach of these Terms of Service, we will not settle any to your until such breach has been remedied by you.

19.3.

In addition, when we suspend your

, we reserve the right to suspend your access to the across all your .

19.4.

You agree that upon suspension, you must complete all

.

20. Termination of your Safepay Account

20.1.

We may terminate these Terms of Service or close your

at any time for any reason by providing you . This will normally be for the following reasons:

20.1.1.

we determine in our sole discretion that you are ineligible for the

because of significant fraud or credit risk, or any other risks associated with your ;

20.1.2.

we terminate another

of yours;

20.1.3.

you use the

in a prohibited manner or otherwise do not comply with any of the provisions of these Terms of Service;

20.1.4.

any

, , or governmental authority requires us to do so; or

20.1.5.

we are otherwise entitled to do so under these Terms of Service.

20.2.

You can terminate your

by sending us a stating that you want to terminate your . Your will not be terminated, and these Terms of Service will continue to apply to you until we send you a that your has been terminated.

20.3.

If you terminate your

and are in breach of any of these Terms of Service, we will not pay out any remaining or any that are received after the termination until any financial obligations you owe us are settled.

20.4.

Upon termination, you must complete all

and remove all Safepay logos from your website and from any other material where you refer to Safepay (such as marketing material or your social media pages).

20.5.

An

or may terminate your ability to use the , at any time and for any reason, in which case you will no longer be able to use the and we will terminate your . You agree that we are not responsible to provide you alternative arrangements for accepting payments from your customers.

20.6.

In addition, upon termination of your

you understand and agree that all licenses granted to you by us under these Terms of Service will end;

20.6.1.

all licenses granted to you by us under these Terms of Service will end;

20.6.2.

we will not be liable to you for compensation, reimbursement, or damages related to your use of the

, or any termination or suspension of the ; and

20.6.3.

you are still liable to us for any fines, or other financial obligation incurred by you or through your use of the

prior to termination.

21. Intellectual Property

21.1.

You agree that we shall retain all intellectual property rights including all ownership rights, title, and interest in the

and . Your use of the and is subject only to the rights and licenses specifically granted in these Terms of Service.

21.2.

You agree that any

and/or the own all rights, title, and interest in the patents, copyrights (including rights in derivative works), moral rights, rights of publicity, trademarks or service marks, logos and designs, trade secrets, and other intellectual property that belongs to them.

21.3.

You hereby grant us permissions to use your name and logo in our marketing materials including, but not limited to use on our website, in customer listings, in interviews and in press releases.

22. Licences

22.1. License to use the Safepay Software and the Safepay IP

22.1.1.

We grant you a revocable, non-exclusive, non-transferable license to use the

and .

22.1.2.

You are granted a nonexclusive and non-transferable license to electronically access and use the

and only in the manner described in these Terms of Service. Safepay does not sell to you, and you do not have the right to sublicense the or the .

22.1.3.

The license granted to you in the

and the includes all updates, upgrades, new versions and replacement software for your use in connection with the .

22.1.4.

You agree that if you do not comply with the documentation and any other requirements provided by Safepay, then you will be liable for all resulting damages suffered by you, us and any third parties.

22.1.5.

Unless we agree by written agreement, you agree not to alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the

or . Upon expiration or termination of these Terms of Service, you will immediately cease all use of any .

22.1.6.

We reserve the right to suspend, revoke or terminate the licence granted to you to the

and the at any time if you use these in a manner prohibited by these Terms of Service.

22.1.7.

Upon suspension and/or termination of your

, you will immediately cease all display, advertising and use of all licenses provided by us to use the and .

22.2 Updates to the Safepay Software

22.2.1.

We may make updates to the

or new available to you automatically as electronically published by Safepay, but we may require action on your part before you may use the or new (including activation through the Dashboard, or acceptance of new or additional terms).

22.2.2.

Due to the nature of the

, we will update the API and Documentation from time to time and may add or remove functionality. We will provide you in the event of material changes, deprecations, or removal of functionality from the API so that you may continue using the with minimal interruption.

22.2.3.

This license grant includes all updates, upgrades, new versions and replacement software for your use in connection with the

. If you do not comply with the documentation and any other requirements provided by us, then you will be liable for all resulting damages suffered by you, us and third parties. Unless otherwise provided by applicable law, you agree not to alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the . Upon expiration or termination of these Terms of Service, you will immediately cease all use of any Software.

23. Confidential information

23.1.

The parties acknowledge that in the performance of their duties under these Terms of Service, either party may communicate to the other (or its designees) certain confidential and proprietary information, including without limitation information concerning each party’s services, know how, technology, techniques, or business or marketing plans (collectively, the “Confidential Information”) all of which are confidential and proprietary to, and trade secrets of, the disclosing party. Confidential Information does not include information that: (i) is public knowledge at the time of disclosure by the disclosing party; (ii) becomes public knowledge or known to the receiving party after disclosure by the disclosing party other than by breach of the receiving party’s obligations under this section or by breach of a third party’s confidentiality obligations; (iii) was known by the receiving party prior to disclosure by the disclosing party other than by breach of a third party’s confidentiality obligations; or (iv) is independently developed by the receiving party.

23.2.

As a condition to the receipt of the Confidential Information from the disclosing party, the receiving party shall: (i) not disclose in any manner, directly or indirectly, to any third party any portion of the disclosing party’s Confidential Information; (ii) not use the disclosing party’s Confidential Information in any fashion except to perform its duties under these Terms of Service or with the disclosing party’s express prior written consent; (iii) disclose the disclosing party’s Confidential Information, in whole or in part, only to employees and agents who need to have access thereto for the receiving party’s internal business purposes; (iv) take all necessary steps to ensure that its employees and agents are informed of and comply with the confidentiality restrictions contained in these Terms of Service; and (v) take all necessary precautions to protect the confidentiality of the Confidential Information received hereunder and exercise at least the same degree of care in safeguarding the Confidential Information as it would with its own confidential information, and in no event shall apply less than a reasonable standard of care to prevent disclosure.

24. Liability

24.1.

You agree that, as permitted to the fullest extent by the laws of the Islamic Republic of Pakistan, in no event will we be liable for any indirect, special, consequential, punitive, or exemplary damages or any damages whatsoever in excess of the amount of a

(including, without limitation, those resulting from loss of revenues, lost profits, loss of goodwill, loss of use, business interruption, or other intangible losses) arising out of or in connection with the or (including, without limitation, use, inability to use, or the results of use of the or ) whether such damages are based on warranty, contract, tort, statute, or any other legal theory.

24.2.

You agree that our aggregate liability to you under these Terms of Service, whether for breach or in tort, is limited to the lesser of either: (i) the

in relation to a ; or (ii) the aggregate while you have had a that is capable of accepting live payments.

24.3.

We make no warranty that the

and will meet your requirements or that the will be uninterrupted, timely, secure, or error free.

24.4.

You agree that we cannot guarantee that the

will be available at all times and will not accept liability in relation to the unavailability, any interruption or error on the , your and/or the on your business or any .

24.5.

You agree to defend, indemnify, and hold harmless Safepay, and its respective employees, directors, agents, and affiliates from and against any claim, suit, demand, loss, liability, damage, action, or proceeding arising out of or relating to:

24.5.1.

your breach of any provision of these Terms of Service;

24.5.2.

your use of the

;

24.5.3.

negligence or wilful misconduct of your employees, contractors, or other agents; and

24.5.4.

all third-party indemnity obligations Safepay incurs as a direct or indirect result of your acts or omissions (including indemnification of any

, , card issuer, or intermediary bank).

25. Force Majeure

25.1.

If either you or we (the “Affected Party”) is prevented, hindered or delayed from performing any of its obligations under these Terms of Service by a

, the Affected Party’s obligations under these Terms of Service shall be suspended while the continues and this prevents or delays us fulfilling these.

25.2.

The Affected Party must immediately notify the other party to these Terms of Service of the

, the date on which the started and the effects of the on its ability to perform its obligations under these Terms of Service.

26. Notices

26.1.

You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

26.2.

You agree that us sending an email to you at the email address associated with your

.

26.3.

You agree that to validly send us a notice under these Terms of Service you must email us at support@getsafepay.com.

27. Entire agreement

These Terms of Service constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes and terminates all other prior commitments, arrangements or understandings, both oral and written, between the parties.

28. Updates, modifications and amendments

We may need to update, modify or amend these Terms of Service from time to time. We reserve the right to make changes to any of these Terms of Service by giving

.

29. Mediation and arbitration

29.1.

Any dispute that may arise between us and you in relation to these Terms of Service, or the interpretation, application or construction thereof, and any matter, without limitation, shall be referred to mediation. All mediation proceedings shall be subject to IBA-DRF rules and the place of mediation shall be IBA DRF.

29.2.

If mediation is not successful, the dispute shall be submitted to arbitration, conducted before an arbitrator, appointed with mutual consent, in accordance with the Arbitration Act 1940. Judgment may be entered on the arbitration award in any court having jurisdiction; provided. Within ten (10)

of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties agree that the arbitrator shall not be empowered to award punitive damages against any party.

29.3.

Notwithstanding the above, we reserve the right to apply to the courts of the Islamic Republic of Pakistan to settle any dispute between the Parties in relation to these Terms of Service.

30. Governing Law

These Terms of Service shall, in all respects, be governed by and construed in accordance with the laws of the Islamic Republic of Pakistan.

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