Botim Money Merchant Service Standard Terms and Conditions

2. Description of the Services

2.1 Payment Processing

1. The Services deliver real time or near real time Transaction processing capability over the internet with a high availability service level applying to the API. The Services include reconciliation services for Transaction Acquired and Settled via Botim Money, to help match processed Transactions with settlements received from the relevant Acquirers and Card Schemes. All Card Not Present Transactions shall be submitted to Botim Money for processing through the Hosted Payment Page as API, unless otherwise agreed in the Agreement. All POS Transactions shall be submitted to Botim Money to the API by means of a Botim Money approved POS Terminal, which complies with the requirements set out in these Terms or as directed by Botim Money in writing from time to time.
2. If the relevant Acquirer or Card Scheme settles related funds directly to the Merchant (and not via Botim Money), reconciliation services will not be available unless specifically agreed otherwise in writing by Botim Money.
3. The Merchant is obliged to ensure that all data that Botim Money requests to be provided for processing a Transaction, including to perform fraud checks, are provided in a timely fashion with each Transaction submitted for processing by Botim Money. If the Merchant fails to provide the requested data with each Transaction it submits for processing, Botim Money has the right to immediately suspend Transaction processing for all Transactions for the Merchant. Botim Money may change the data required to process Transactions from time to time by giving prior notice to the Merchant.
4. The processes for authentication, Authorisation, third party Acquiring, clearing and Settlement of Transactions, to Botim Money, are controlled by and are the responsibility of the third party Acquirers, Card Schemes and Issuers and are subject to the Scheme Rules. Botim Money acts in its own name and does not have primary responsibility for services provided by these third parties and does not control the services provided by third party Acquirers, Issuers and Card Schemes.
5. Acquiring by Botim Money includes the following:
   
   1. accepting Transactions from the Merchant and routing the same to the relevant third party Acquirer, Card Scheme or Issuer;
   2. collecting and Settling the resulting funds to the Merchant;
   3. transmitting pass-through fees, including Card Scheme costs, to the Merchant where interchange plus plus (sometimes referred to as interchange ++ or interchange plus) pricing is agreed; and
   4. reconciling processed Transactions with settlements received from the relevant third party Acquirers, Card Schemes and Issuers.

2.2 Merchant Registration, KYC Check and Compliance

1. Botim Money’s acceptance of the Merchant as user of the Services and the relevant Payment Methods is strictly personal and limited to the use by the Merchant of the Services for payment of the Merchant’s own Merchant Products and Merchant services. The Merchant may not use the Services to facilitate the payment for products or services sold by third parties and therefore may not resell the Services to third parties unless authorised under Clause 2.11.
2. Support for each Payment Method is subject to acceptance by the relevant Card Scheme or Acquirer used by the Card Scheme, which such Acquirer or Card Scheme may withhold or withdraw at its discretion at any time. Some Card Schemes or Acquirers may require the Merchant to enter into a direct agreement with the Acquirer or Card Scheme before the Merchant may use the relevant Payment Method. The Merchant hereby authorizes Botim Money to submit Registration Information received from the Merchant to the relevant Card Schemes and Acquirers to obtain permission to provide access to their Payment Methods to the Merchant.
3. Comprehensive Due Diligence and Continuing Compliance: Notwithstanding anything to the contrary contained in these Terms, the Merchant acknowledge and agrees that:
   
   1. as a Central Bank -regulated entity, Botim Money is subject to stringent laws and regulations (including AML/CTF and  Sanctions laws and regulations) as well as KYC (‘Know Your Customer’) requirements imposed by the Central Bank, Card Schemes and Acquirers;
   2. to comply with these obligations, Botim Money reserves the right to request from the Merchant any document or information about (among other things) itself, its activities and its shareholders (including ultimate beneficial owners) (including the information in the Merchant Onboarding Form) deemed necessary or appropriate by Botim Money for the purpose of performing due diligence, risk assessment, or any other purpose related to Botim Money’s legal or regulatory obligations. This right extends to the initial registration process and until the termination of the Agreement;
   3. Botim Money may run further checks on the Merchant’s identity, creditworthiness and background including by contacting and consulting relevant registries and governmental authorities;
   4. it will promptly and upon request provide such documents or information to Botim Money. This obligation is a condition precedent of the commencement of the business relationship between Botim Money and the Merchant and continues to apply until termination of the Agreement. The Merchant warrants unconditionally that all information and documentation it provides to Botim Money is correct and up to date. Further, the Merchant undertakes to provide Botim Money with at least thirty Business Days prior written notice of any change in the information or document previously provided to Botim Money or, where prior notice is impossible or impracticable, as soon as possible after such change;
   5. if the Merchant fails to provide the requested documents or information in a timely manner, or if the provided documents or information do not meet Botim Money’s standards for compliance, Botim Money reserves the right at its sole discretion not to commence, or to discontinue, the business relationship between Botim Money and the Merchant, and giving written notice to the Merchant immediately terminating the Agreement;
   6. it will indemnify and hold Botim Money harmless from any loss, liability, or expense arising from the Merchant’s failure to provide required documents or information, or from the Merchant’s provision of inaccurate, incomplete, or misleading documents or information. This clause shall survive the termination of the Agreement;
   7. Botim Money reserves the right to change the documents or information required to be provided by the Merchant at any time and will notify the Merchant of any such changes. The Merchant’s continued use of the Services following such notification will constitute the Merchant’s acceptance of the revised requirements.
4. AML/CTF Compliance: Notwithstanding anything else contained in these Terms;
   
   1. in recognition of the significant role of the financial industry in preventing money laundering, terrorist financing and proliferation financing, the Merchant agrees to strictly adhere to all applicable AML/CTF laws and regulations, both within its jurisdiction the United Arab Emirates and those prescribed by international authorities;
   2. the Merchant undertakes to maintain robust internal controls and procedures designed to identify, assess, monitor, manage, and mitigate money laundering, terrorist financing, proliferation financing and sanctions risks associated with its business activities. This includes, but is not limited, to conducting thorough customer due diligence, implementing ongoing transaction monitoring systems, and establishing a risk-based approach to evaluate and manage money laundering, terrorist financing, proliferation financing and sanctions risks;
   3. the Merchant agrees to comply fully with all applicable Anti-Bribery and Corruption laws and regulations in the UAE. The Merchant shall maintain effective policies, controls, and procedures designed to prevent, detect, and address any acts of bribery, corruption, or unethical conduct in connection with its business activities.
   4. the Merchant acknowledges and agrees that it is required to promptly report any suspicious or unusual transactions or activities to Botim Money, and, where applicable, to the relevant regulatory authorities in compliance with local and international reporting obligations. The Merchant acknowledges that any failure to report suspicious activities could lead to the termination of the Services  and legal repercussions;
   5. the Merchant acknowledges and agrees that Botim Money reserves the right to review and assess the Merchant’s AML/CTF compliance programs and policies at any time. The Merchant agrees to provide to Botim Money evidence of such AML/CTF compliance programs and policies and its compliance therewith promptly upon request. Failure to provide satisfactory evidence may result in the suspension or termination of the Services;
   6. the Merchant further agrees to provide ongoing training to its employees, agents, and representatives to ensure they are equipped with the necessary knowledge and skills to comply with AML/CTF laws, regulations, and related internal controls;
   7. the Merchant agrees to fully cooperate and respond without undue delay to any Request for Information initiated by Botim Money in connection with its regulatory obligations. Such requests may relate to inquiries from regulatory authorities, including but not limited to the Central Bank, local law enforcement agencies, courts, or other competent authorities. This includes the timely provision of relevant information, documentation, or facilitating physical inspections as may be required to ensure compliance with applicable laws,  and regulations, the Merchant acknowledges that Botim Money is entitled to perform audits, either directly or via a third-party, on the Merchant’s AML/CTF compliance programs and procedures to ensure their adequacy and effectiveness; and
   8. in the event of a change in AML/CTF laws or regulations that may impact the Merchant’s obligations under these Terms, the Merchant agrees to promptly adapt its procedures and controls to remain in compliance therewith, and to notify Botim Money of any such changes to its procedures and controls.
5. The Merchant hereby expressly consents to grant Botim Money access to its AECB (Al Etihad Credit Bureau) report for the purposes of conducting enhanced due diligence on its creditworthiness and assessing its suitability for Botim Money’s current and future lending services. The Merchant further consents to Botim Money obtaining any and all necessary credit and performance-related reports from any other relevant agencies, as required by Botim Money, to facilitate a comprehensive evaluation of the Merchant’s financial standing and operational performance. This consent shall remain in effect for the duration of the business relationship between Botim Money and the Merchant and shall survive the termination of the Agreement for any reason. The Merchant acknowledges and agrees that any failure to provide or maintain the required consent may result in the suspension or termination of Botim Money’s Services and legal liability.

2.3 Payment Method And Currency Support:

1. Botim Money will support the Payment Methods and Currencies as specified in the Merchant Onboarding Form, as long as Botim Money continues to support these in its general product portfolio. In the event of: (i) material amendments to terms imposed by the relevant Card Scheme or Acquirer; (ii) material malperformance by the relevant Card Scheme or Acquirer (or reasonable ground for Botim Money to expect such malperformance); (iii) Botim Money having reasonable grounds to doubt the creditworthiness of the Card Scheme or Acquirer; or (iv) a sharp increase in costs for Botim Money to offer the Payment Method due to new circumstances; Botim Money may decide in its reasonable discretion and where possible, Botim Money will use its reasonable efforts to give the Merchant prior notice of any decision to stop supporting a particular Payment Method or make future support conditional on the acceptance by the Merchant of additional conditions or increased fees. Botim Money will use its reasonable endeavours to offer an alternative for any discontinued Payment Method to the Merchant.
2. The Merchant understands that Acquirers and/or Card Schemes might cancel certain Payment Methods, change the characteristics thereof or change the acceptance criteria under which they make them available. As a consequence, Botim Money may be forced to prevent the Merchant from further use of a Payment Method or impose additional restrictions or conditions on its continued use. Where possible, Botim Money will use its reasonable efforts to give the Merchant prior notice of any such change or cancellation and Botim Money will, on the Merchant’s request, reasonably assist the Merchant in finding alternative Payment Methods available to the Merchant.

2.4 Card Holder Authentication Methods:

1. For all Transactions processed through the Hosted Payment Pages, 3D Secure authentication shall be used by the Merchant, provided that such 3D Secure authentication is supported by the Acquirer and the Payment Method used for the relevant Transactions in combination with the Software.
2. Where the Merchant elects not to use 3D Secure authentication protocols, the Merchant acknowledges and confirms that:
   
   1. for all transactions processed without 3DS authentication, the Merchant shall assume full liability for any and all losses resulting from Chargebacks, fraudulent transactions, disputes or penalties; and
   2. bypassing 3D Secure authentication may significantly increase the risk of Chargebacks and fraudulent transactions and that Botim Money has advised the Merchant of such risks.

2.5 Card Holder Payment Currency:

Botim Money has the right to offer the Card Holder the option to use a different Payment Currency than the Order Currency. Notwithstanding the fact that the Card Holder may use a Payment Currency different from the Order Currency, the Merchant will receive Settlement of the Transaction amount in the Order Currency (unless otherwise agreed in the Agreement or the Merchant does not make a bank account available for Settlement in the Order Currency).

2.6 Fraud Control:

1. All Transactions processed by Botim Money will be screened by the Fraud Control Tool, which performs a number of checks on the Transactions and attaches a resulting total score to each Transaction, which represents the likelihood of the Transaction being fraudulent.
2. The Fraud Control Tool does not guarantee the prevention of fraudulent Transactions, nor against resulting Chargebacks or Fines. Regardless of the resulting total score or the result of the Fraud Control Tool, Transactions may be fraudulent or non-fraudulent.
3. Botim Money reserves the right to change the scoring values or add additional factors at its sole discretion in the Fraud Control Tool in case Botim Money in its reasonable discretion determines that the Merchant to be at risk of accepting fraudulent Transactions or creating increased Chargeback levels. Furthermore, Botim Money has the right to add new checks to the Fraud Control Tool or change existing checks without prior notice to the Merchant and temporarily suspect settlements to the Merchant until completion of the fraud investigation.
4. For some Payment Methods, Transactions can be cancelled by the Merchant after they have been Authorised. Botim Money reserves the right to cancel Transactions that it has reasonable grounds to suspect to be fraudulent, involving other criminal activities or otherwise violates any applicable laws and regulations or the Agreement, even if the Fraud Control Tool failed to block the Transaction.
5. Suspension of Transactions and Services:
   
   1. In the event Botim Money has reasonable grounds to believe that a Transaction is fraudulent, involves criminal activity, or otherwise violates any applicable laws, regulations, or these Terms, Botim Money reserves the right to issue an instruction to the Merchant to immediately suspend acceptance of such Transaction.
   2. The Merchant agrees to comply promptly with any such instruction from Botim Money. This includes immediately halting the delivery of the Merchant Products or Merchant Services related to the Transaction in question.
   3. The Merchant acknowledges that any failure to comply with an instruction from Botim Money to suspend a Transaction or halt the delivery of the Merchant Products or Merchant Services could lead to immediate termination of the Agreement, potential legal liability, and other adverse consequences.
   4. The Merchant agrees to cooperate fully with Botim Money and any relevant authorities in the investigation of any suspected fraudulent or criminal activities. This cooperation may include, but is not limited to, providing any relevant records or information, facilitating interviews or discussions, and implementing remedial or preventive measures as advised by Botim Money, Card Schemes, Acquirers or the authorities. This clause shall survive the termination of the Agreement.

2.7 Captures:
For some Payment Methods it is possible to ask for Authorisation of a payment (to check whether the Card Holder indeed has an account that can be charged for the payment amount) without immediately Capturing the Transaction. The prior Authorisation gives the Merchant some additional assurance that when the Merchant Captures the Transaction, it will be Settled to the Merchant (and not blocked or subject to Chargeback). The Merchant is responsible for Capturing Transactions; this can be realised via the Merchant Portal or the API or using POS Terminals approved by Botim Money The Merchant understands that Authorised Transactions have a limited maximum Capture Period in which they can be Captured which is set by the Issuer or the relevant Card Scheme. Beyond the applicable Capture Period, the additional assurance granted by the prior Authorisation is no longer valid, increasing the chances of the Capture not leading to a successful Settlement for the relevant Transaction. It is the Merchant’s responsibility to check the applicable Capture Period to ensure it timely Captures Authorised Transactions. Merchant acknowledges that the Capture Period can be as short as one (1) day after Authorisation.

2.8 Settlements:

1. Subject to the Deposit being maintained at the applicable Deposit Level, funds from the Card Holders charged for the validly processed Transactions of the Merchant which are Acquired via Botim Money are paid by the Acquirer or the Card Scheme to Botim Money, who will subsequently Settle received funds to the Merchant.
2. Botim Money is only obliged to provide Settlement of Transactions for which it has received settlement(s) by the Acquirer or the Card Scheme. It is the Merchant’s responsibility to evaluate if the conditions imposed by the Payment Methods for settlement (as communicated from time to time to the Merchant by the Card Schemes themselves via their websites and other communication channels with the Merchant) are acceptable to the Merchant. This is specifically relevant for the Merchant to take into account with respect to Payment Methods that are not monitored and regulated by governmental financial services authorities such as, but not limited to, non-Card Scheme related prepaid cards and Short Message Service (SMS) and Interactive Voice Response (IVR) payments. The Merchant understands and agrees that Botim Money will not compensate the Merchant for late or non-performance, insolvency or bankruptcy of the Acquirer or Card Scheme due to which the Merchant receives late Settlement or no Settlement at all for processed Transactions.
3. Botim Money reserves the right to withhold Settlement of Transactions if they are Captured, but suspected to be fraudulent, related to illegal activities or likely to become subject to a Chargeback or Fine by Botim Money and/or the relevant Acquirer and/or Card Scheme (as the case may be), until satisfactory completion of Botim Money’s investigation, that of the relevant Acquirer or Card Scheme or that of a third party nominated by any of these parties. The Merchant undertakes to give its full co-operation to any such investigation. This clause shall survive the termination of the Agreement.
4. No interest will be due over amounts held by Botim Money prior to Settlement of such funds to the Merchant, except in case Settlement is delayed for more than 90 days due to the wilful default or gross negligence of Botim Money. In such case, interest will be due by Botim Money over the late Settled amount at the rate of 0.01% per month starting from the expiry of the above stated 90 days period.
5. Botim Money may not sell or pledge its receivables on or via the Card Schemes resulting from Transactions processed for the Merchant.
6. The Merchant acknowledges that if a third party Acquirer, Card Scheme or Issuer does not timely or correctly settle funds to Botim Money, Botim Money does not have any control over timely settlement or correction of incorrect settlement by such Card Scheme, Issuer, or third-party Acquirer. Botim Money will, however on request, on a best efforts basis (without guaranteeing a successful outcome) and on behalf of all of its merchants, request settlement and/or correction of an error by a Card Scheme or third party Acquirer.

2.9 Required Data:

1. The Merchant shall promptly provide all information requested by Botim Money from time to time regarding the actual or expected Delivery Dates for processed Transactions and estimates for the average time between Transaction Authorisation and the related Delivery Date. Further, the Merchant shall promptly provide all information requested by Botim Money from time  to time on the Merchant’s then current ability to provide the Merchant Products and Merchant Services, its financial status, solvability and liquidity.
2. Cooperation in Risk Assessment:
   
   1. The Merchant agrees to promptly provide to Botim Money all requested details about its Customers and Transactions as requested by Botim Money from time to time. This may include, but is not limited to, historical Transactional data, such as the number of successful orders in the past, whether a Card is on file, and other relevant Customer information.
   2. In addition to Customer-specific information, the Merchant is also required to promptly provide to Botim Money order-specific details, such as the make, model, origin details of the Merchant Product(s) or Merchant Service(s) being sold, or any other information relevant to the Transaction, as requested by Botim Money from time to time.
   3. The Merchant understands and agrees that the provision of such information is crucial for Botim Money to perform its risk assessments effectively and to ensure compliance with applicable legal and regulatory requirements as well as any requirement imposed by Card Schemes.
   4. The Merchant shall promptly respond to any request for information from Botim Money and shall provide accurate, complete, and up-to-date information to the best of its knowledge and belief.
   5. The Merchant acknowledges that any failure to provide the required information, or the provision of inaccurate or misleading information, may result in immediate termination of the Agreement, legal liability, and other adverse consequences.
   6. The Merchant agrees to implement and maintain adequate systems and procedures to collect and retain the required Customer and Transaction-specific information for the duration of the Agreement and for any additional period as may be required by applicable law or by Botim Money. This clause shall survive the termination of the Agreement.
   7. The information provided by the Merchant under this clause is used by Botim Money to (among other things) estimate the likely Uncompleted Order Amount and, in turn, the Deposit Level. In case Botim Money has reasonable grounds to question the accuracy or reliability of the information provided by the Merchant regarding (i) Delivery Dates and/or (ii) the Merchant’s financial stability and/or (iii) its ability to provide the Merchant Products and/or the Merchant Services to the Card Holders, Botim Money may, in its discretion, take this into account in estimating the Uncompleted Order Amount and the Deposit Level. Botim Money will, where reasonably possible (considering the grounds and urgency of the adjustment), request and consider the Merchant’s input on Botim Money’s amended assessment of the Uncompleted Order Amount before using it to amend the Deposit Level.

2.10 Merchant Obligations and Restrictions:

1. The Merchant may only use the Services for payment of the Merchant Products and Services and through the URL specified in the Merchant Onboarding Form. The Merchant must not change the URL or change the Merchant Products and Merchant Services for which it uses the Services without having obtained Botim Money’s prior written approval. Failure to comply with this clause constitutes a material breach of the Agreement and will result in immediate termination of the Agreement and Services under clause 10.2(b)(ii).
2. The Merchant shall not use the Services for the payment of the Merchant Products and/or Merchant Services where it is illegal to offer or provide these in the jurisdiction in which the Merchant or its Customers are based, and/or which constitute Prohibited and Restricted Products and Services. The Merchant may obtain a written waiver from Botim Money for the Merchant Products and Merchant Services in the ‘restricted’ section of the Prohibited and Restricted Products and Services List, but such waiver may be revoked by Botim Money at any time in its discretion by notice to the Merchant. The  Prohibited and Restricted Products and Services List may be updated from time to time at Botim Money’s discretion where needed to ensure legal compliance, compliance with Card Scheme Rules, prevent high levels of Chargebacks, reputational risks and/or to reduce exposure to potentially fraudulent or illegal Transactions. Where an amendment to the Prohibited and Restricted Products and Services List affects a significant portion of the Merchant Products or Merchant Services, the Merchant may terminate the Agreement by giving fifteen (15) written notice to Botim Money.
3. Botim Money’s acceptance of the Merchant as customer should not be interpreted as an advice or opinion of Botim Money as to the legality of the Merchant Products or Merchant Services and/or of the Merchant’s intended use of the Services. The Merchant is and remains solely responsible to ensure the Merchant Products and Merchant Services sold are compliant with the Scheme Rules and applicable laws and regulations in its country of origin and the countries in which its Customers are based. Further, some Payment Methods apply additional restrictions as set out in the applicable Scheme Rules with which the Merchant must ensure compliance at all times.
4. The Services may not be used (and Transactions may not be submitted for processing) for prepaying the Merchant Products or Merchant Services in respect of which the Delivery Date is (in part or in whole) more than 6 months after the date the Transaction is Captured.
5. For E-commerce Transactions, the Merchant is obliged to provide on its website the following information to an Card Holder for every Transaction: complete description of the Merchant Products or Merchant Services offered, returned merchandise and refund policy, Customer service contact (including email address and/or telephone number), address, delivery policy, the Merchant’s consumer data protection policy and all other legally required information to be provided to the Card Holder in the relevant jurisdiction.
6. Without prejudice to the Merchant’s record-keeping obligations under applicable laws and regulations, the Merchant must maintain a copy of all electronic and other records related to a Transaction and the ordering and delivery of the related Merchant Products or Merchant Services for the greater of (i) 2 years after the Transaction is Settled or (ii) the applicable warranty period for the related Merchant Products or Merchant Services. The copy of the records shall include: shipping details (if relevant), supplier invoices, invoices for the delivered Merchant Products or Merchant Services and all contacts with the Card Holder. In case of investigations by Botim Money, the Acquirers and/or the Card Schemes with respect to Chargebacks, suspected fraud or other RFI’s from the Card Schemes, the Merchant undertakes to fully co-operate in the auditing of such records.
7. The Merchant is obligated to maintain accurate and verifiable records demonstrating the successful delivery of the Merchant Products or Merchant Services to the Customer in connection with each Transaction processed through Botim Money. This proof of delivery may encompass various forms of evidence, including but not limited to delivery receipts, signed acknowledgement of receipt by the Customer, tracking numbers, service completion reports, or other documentary evidence reasonably acceptable to Botim Money. Upon Botim Money’s request, the Merchant is required to provide such proof of delivery promptly, and in any event no later than two (2) Business Days from the date of Botim Money’s request or such other timeline agreed by Botim Money in writing. The Merchant acknowledges and accepts that the failure to provide satisfactory proof of delivery within the stipulated timeframe may result in immediate suspension of the Services, withholding of Settlement amounts, legal liability, and other adverse consequences. The Merchant shall indemnify and hold Botim Money harmless against any losses, damages, costs, or expenses arising out of or in connection with the Merchant’s failure to provide satisfactory proof of delivery as required under these Terms. This indemnity shall survive the termination of the Agreement.
8. The Merchant is expressly prohibited from altering the delivery address for any Transaction subsequent to the request for Authorisation. Any deviation from this protocol may subject the Merchant to full liability for any Chargebacks or related losses that arise as a result of such changes. Accordingly, the Merchant acknowledges that any Chargeback loss will be borne solely by the Merchant, without any recourse to Botim Money. In the event of a chargeback that is under dispute and has not yet reached final resolution (open chargeback cycle), Botim Money reserves the right to take provisional action to secure the disputed amount:
   
   1. Where Sufficient Funds Exist: If the Merchant maintains sufficient funds in their account, Botim Money may place a hold or debit the equivalent amount of the chargeback on a provisional basis, pending the outcome of the chargeback cycle. Such funds shall be held in a non-interest-bearing account or reserve until the chargeback is resolved.
   2. Where Insufficient or No Funds Exist: If the Merchant does not maintain sufficient funds in their account, the Merchant shall, upon demand, remit the provisional chargeback amount to Botim Money, or Botim Money may recover such amounts by withholding future settlements. The Merchant acknowledges and agrees that Botim Money may take such interim measures to mitigate chargeback exposure during the open dispute process. The Merchant acknowledges and agrees that all chargeback-related liabilities are solely their responsibility, irrespective of the reason for the chargeback.
9. This clause is designed to mitigate potential fraud risks and protect the integrity of Botim Money’s transaction processing system, and as such, it shall survive the termination of the Agreement.
10. Returns and Warranties:
    
    1. The Merchant agrees to establish, maintain, and strictly adhere to clear and fair policies regarding the Merchant Products or Merchant Services returns, refunds, and warranties. These policies shall be in compliance with all applicable laws and regulations (including Card Scheme Rules) and shall provide for adequate protection of Customers’ rights and interests.
    2. These policies must be made readily accessible to Customers at all times through the Merchant’s website, physical store, or other appropriate means.
    3. The Merchant shall ensure that all Customers are made aware of these policies prior to the completion of any Transaction.
    4. In the event of a breach of clause 2.10(i), or if Botim Money determines that the Merchant’s return, refund, or warranty policies are not available to Customers or are inadequate, Botim Money reserves the right to immediately suspend the provision of the Services.
    5. Furthermore, Botim Money reserves the right to withhold all Settlement amounts and Deposit due to the Merchant in order to settle any claims by Customers arising out of or in connection with the Merchant’s failure to uphold its return, refund, or warranty policies.
    6. The Merchant acknowledges and agrees that such suspension of Services and withholding of funds are without prejudice to any other rights or remedies that Botim Money may have under these Terms, at law or in equity.
    7. The Merchant further agrees to indemnify and hold Botim Money harmless against any losses, damages, costs, or expenses arising out of or in connection with any claim by a Customer related to the Merchant’s return, refund, or warranty policies. This clause 2.10(i)(vii) shall survive the termination of the Agreement.

2.11 Warning – Fines Card Schemes:

1. The Card Schemes can levy significant Fines for violations of their Scheme Rules, ranging from 100,000 AED to over 4 million AED. The Card Schemes do this to protect the Card Holders, merchants (including the Merchant) and providers of the Payment Methods collectively against misuse, fraud, illegal activities, breach of applicable laws, reputational damage and excessive costs.
2. The Merchant is strongly advised to regularly review the latest Scheme Rules and relevant changes to applicable laws and regulations to ensure compliance therewith. Such Scheme Rules and summaries are provided for convenience only and Botim Money does not warrant that the version of the Scheme Rules provided or any such summary is complete, accurate, or up to date. It is the sole responsibility of the Merchant to review and understand the full text of the applicable Scheme Rules (including any updates and amendments thereto) directly on the Card Scheme’s website and to ensure ongoing compliance therewith. Where the Merchant finds the Scheme Rules (including any Fine imposed thereunder) to be unacceptable, the Merchant should stop using the relevant Payment Method. Notwithstanding the Merchant ceasing to use any relevant Payment Method, the relevant Scheme Rules and these Terms remain applicable to previously processed Transactions for the Merchant using such Payment Method.
3. Where Botim Money becomes aware of and/or receives any notice of a potential exposure to a Fine related to the Merchant’s non-compliance with the Scheme Rules, the Merchant will promptly on request by Botim Money provide all reasonable co-operation to help investigate the relevant circumstances and remedy the relevant violation, notwithstanding all other rights and remedies of Botim Money under these Terms. Where possible, Botim Money will share relevant feedback received by the Merchant with the Acquirer / Card Scheme handling the potential Fine so it can be taken into consideration by the Acquirer / Card Scheme. If a Fine is imposed as a result of the Merchant breach of the Scheme Rules, it may be invoiced by the Card Scheme and/or the relevant Acquirer to Botim Money as their contracting party (for the benefit of the Merchant). The Merchant shall fully indemnify and hold Botim Money harmless from any Fines applied by the Central Bank or Card Schemes as a result of Merchant’s breach of the Agreement  and/or the Scheme Rules. This indemnity shall survive the termination of the Agreement.

2.12 Right Of Set-Off:

1. Without prejudice to any right to set-off which Botim Money may be entitled to as a matter of law, Botim Money may set-off any amounts due to the Merchant against any amounts owed by or other liabilities of, the Merchant, now or at any time hereafter due, owing or incurred by the Merchant to Botim Money under, in connection to, or pursuant to these Terms and/or the Merchant Onboarding Form. This right of set-off may be exercised where proceedings are initiated for the winding up, bankruptcy or dissolution (or similar proceedings) of the Merchant.
2. The Merchant will be informed of Botim Money’s use of its set-off rights. Claims expressed in different currencies will be set-off at the prevailing exchange rate(s) at the date of set-off.