Terms of Service — UAE
Last Updated: Jan 4, 2015.
About our terms of service
Welcome to White. We developed White (the “Payment Service”) to make it easy for you to accept credit and debit card payments online from your customers so you can focus on your own product or service.
White incorporates the AED Payment Service which enables you to offer your goods and services and accept card payments in Emirati Dirhams.
We have tried to draft these Merchant Terms of Service in a clear and simple manner. Unfortunately, the realities of the legal world make it a very difficult task. So, should you have any questions or concerns or would simply like to better understand how White operates, please do not hesitate to contact White directly.
Below is a quick description of the sections in this Agreement, but there are important details in the whole document, so you should read it carefully.
The Payment Service
White provides you with software and a service to process your online credit and debit card payments; White will respect and protect your privacy, data and any personal information collected by White in the course of providing this service. You run your business, service your customers, protect your customers’ data, report & pay taxes, and observe all laws, rules, and regulations. Complete details
Registering for the White Payment Service.
You provide White with basic information about your company; White will seek to verify your information (White may work with third parties to do so) and approve your service account unless deemed risky (by White or White’s payment processors). You give White permission to do all this, and to periodically update the information or White otherwise must decline to offer you the service. Complete details
Receiving your Funds from Card Transactions
White pays you for your transactions (minus any fees), at a schedule communicated to you once your use of a Payment Service is approved. (Payouts for your card transactions are typically sent to your bank within 7 days). A certain amount of your funds may be subject to an additional hold period (e.g. Reserve Account) with terms determined by your perceived risk and transaction history. You are responsible for refunds, returns, and liable for customer disputes (chargebacks). Complete details
Termination and Other Legal Terms
Network International (“NI”) or White may suspend or terminate this agreement at any time (especially if you are in breach of this agreement or are breaking the law). You can also terminate anytime. Termination is effective immediately. Termination does not alter your liability for processed payments or related chargebacks. This section also includes all the extra legal stuff they make us add (e.g. indemnification, warranties, assignment). Complete details
Merchant Terms of Service
The Terms and Conditions described here constitute a legal agreement between the entity listed as the “Merchant” on the Service registration page (sometimes referred to as “you,” “your”, or “user”), White Payments FZE (“White”) and Network International LLC (“NI”). White and NI are collectively also referred to as “we”, “our” or “us”).
Unless they are defined differently in context, the following words have these meanings in this Agreement:
“Agreement” means the Merchant Terms of Service described here.
“AED Payment Service” means a facility provided to merchants by White to facilitate the acceptance and processing of credit and debit card payments for goods and services provided to Cardholders by the merchant, where the amount to be processed is an Emirati dirham amount.
“Bank Account” means the bank account you specify for payments to you in Section C.5.
“Banking Day” means a day on which banks are open for general banking business in Dubai, UAE.
“Card” means a credit or debit card that has been designated by the issuer as a Visa or MasterCard card or a card issued by any other card scheme which you have agreed to accept and we have agreed to process.
“Card Schemes” means, Visa, MasterCard, American Express, Diners Club or other card schemes notified to you by us from time to time.
“Card Scheme Rules” means the rules and regulations which regulate participants in the Card Schemes.
“Cardholder” means the Person in whose name the Card has been issued.
“Chargeback” or “Chargedback” is the reversal of a sales transaction following a merchant’s customer filing directly with his or her card company or card issuing bank to invalidate a processed payment.
“Covered Currencies” means a currency other than Emirati dirhams, that NI has approved for you to offer your products or services in and includes US Dollars, British Pounds Sterling (GBP), Euro and other currencies notified to you by us from time to time.
“Data” means Personal Information and financial, Card, and transaction information.
“Data Breach” means any occurrence which results in the unauthorised access by a third party to confidential data relating to card transactions stored by your business or any entity engaged by you to provide storage or transmission services in respect of that data.
“Data Security Standards” means the Payment Card Industry Data Security Standards (“PCI-DSS”) and the Payment Application Data Security Standards (“PA-DSS”) mandated by the Card Schemes for the protection of Cardholder details and transaction information, and any additional or replacement standards of which you are advised from time to time.
“Documentation” means documentation concerning the Payment Service and associated technologies made available by White at https://whitepayments.com/docs or any successor website.
“NI” refers to Network International LLC.
“NI Services” means the merchant acquiring services provided by NI to you for the acceptance and processing of card transactions under the Payment Service.
“Payment Service” means the provision of the AED Payment Service.
“Person” includes an individual, firm, body corporate, unincorporated body or association, partnership, joint venture and any government agency or authority.
“Personal Information” refers to information or an opinion (including information or an opinion forming part of a database), whether true or not, and whether recorded in a material form or not, about an individual whose identity is apparent, or can reasonably be ascertained, from the information or opinion, which is about you or received by you from any source as a consequence of the performance of the rights and obligations under this Agreement.
“PIN” means the personal identification number allocated by NI, a card issuer or personally selected by the account holder.
“Privacy Law” means all legislation and principles and industry codes or policies, relating to the collection, use, disclosure, storage and granting of access rights to Personal Information.
“Related Body Corporate” has the meaning given to it in the Corporations Act, 2001 (Cth).
“Relevant Law” means any: (1) statute, ordinance, code or other law including regulations and other instruments under them; and (2) any code of practice, guidelines or standards issued by relevant regulators or industry bodies, whether or not having the force of law.
“Reserve Account” means funds held in reserve that are amounts of money set aside to cover Chargebacks, refunds, or other payment obligations under this agreement.
“White” refers to White Payments FZE.
“Transaction Receipt” means a document used to evidence a transaction.
Section A: The White Service
The Payment Service helps you accept and process credit card, debit card and other types of card payments (collectively “cards”) from your customers who want to pay you for your products or services or give you a donation.
White is not a bank or a money transfer or remittance business (“MTRB”) and White does not offer banking or MTRB services under any Relevant Law. In addition, White and NI do not assume any liability for the products or services purchased using the Payment Service. You will be required to register with White to use the Payment Service (see Registering for the Payment Service).
NI has agreed to provide the NI Services to you in connection with the provision by White to you of the AED Payment Services. You acknowledge and agree that: (1) you may benefit from the NI Services provided to White; (2) nothing in this Agreement is to be taken to be an offer by NI to provide, or to be an obligation to provide, the NI Services or any other service; (3) NI is not liable to you in respect of any amount payable to you in connection with your use of the AED Payment Services; (4) the amount of any transaction processed as a card payment using the NI Services will be paid to White by NI and will be credited to your nominated account by us under the terms of this Agreement; (5) White is responsible for dealing with complaints or disputes relating to the Payment Services and you will refer any such complaints or disputes (“Dispute”) immediately to White for resolution in accordance with White’s dispute resolution procedures; (6) you will provide all assistance reasonably required by White to resolve a Dispute; and (7) NI is not liable (including liability for negligence) for any loss or damage caused directly or indirectly to you by NI’s provision, or failure to provide, the NI Services to White.
White provide the White API and other software to enable you to use the Payment Service. White reserves the right to require you install or update any and all software updates to continue using the Payment Service. The Payment Service also includes software to help you manage recurring and subscription billing charges for your products and services.
It is your responsibility to obtain your customers’ consent to be billed on a recurring basis in accordance with Section C.6, in compliance with applicable legal requirements and Card Scheme payment rules.
You: (a) must immediately notify White of any change to your financial position which may affect your ability to perform your obligations under this Agreement; and (b) must not carry on business in a place which has not been approved by White and must not move any of your places of business without White’s prior written consent; and © must only use the Payment Service for a sales transaction where you are the supplier of the goods and/or services; and (d) must not submit Payment Service transactions on behalf of a third party. For the avoidance of doubt, this includes submitting transactions for goods or services sold on another Person’s website; and (e) must allow the employees, contractors or agents of White, NI or any Card Scheme reasonable access to your premises during normal business hours to check your compliance with this Agreement, the Data Security Standards or for the purposes of the relevant Card Scheme Rules; and (f) must provide White and NI with all information and assistance White or NI reasonably require to perform White’s or NI’s obligations under this Agreement or in relation to the NI Services and to deal with any queries in relation to the Payment Service; and (g) must comply with all applicable Card Scheme Rules and Relevant Laws and contractual requirements in accepting card payments and performing your obligations under this Agreement; and (h) will observe and implement the fraud prevention procedures set out in the manuals, guides or directions provided to you, unless otherwise mutually agreed to by the parties.
Authorization for Handling of Funds
By accepting this agreement, you authorise White to hold, receive, and disburse funds on your behalf when such funds from your card transactions are settled by NI. You further authorise White to instruct NI in the manner of how your card transaction settlement funds should be disbursed to you (such as by direct credit or sending you a paper cheque payable to you) and the timing of such disbursements.
By accepting this agreement, you also authorise White to hold settlement funds in a deposit account pending disbursement of the funds to you in accordance with the terms of this Agreement. You agree that you are not entitled to any interest or other compensation associated with the settlement funds held in the deposit account pending settlement to your designated bank settlement account, that you have no right to direct that deposit account, and that you may not assign any interest in the deposit account. White may periodically make available to you information in the White management dashboard regarding anticipated amounts that are in the process of being received from NI. This information does not constitute an obligation of White or NI to you. This information reflected in the White management dashboard is for reporting and informational purposes only, and you are not entitled to, and have no ownership or other rights to these amounts, until such funds are credited to your designated bank settlement account.
Your authorizations provided in this Agreement will remain in full force and effect until your White account is closed or terminated.
The Payment Service supports any Emirati-issued card and most non-Emirati issued cards with a Visa, MasterCard, American Express or Diners Club logo including credit, debit, pre-paid, or gift cards. White will only process card transactions that have been authorised by the applicable Card Scheme or card issuer.
The AED Payment Service supports card transactions that are charged in Emirati dollar amounts.
You are solely responsible for verifying the identity of your users. White and NI do not guarantee or assume any liability for transactions authorised and completed which may later be reversed or Chargedback (see Sections C.11-13) relating to Chargebacks below).
You are solely responsible for all reversed or Chargedback transactions, regardless of the reason for, or timing of, the reversal or Chargeback.
White may add or remove one or more types of cards as supported payment card any time. If White does so, White will use reasonable efforts to give you prior notice of the removal.
Provision for FX Conversion Service
White will provide you with customer service to resolve any issues relating to your White account, your card payment processing and use of White’s software, and the distribution of funds to your designated bank settlement account.
You, and you alone, are responsible for providing service to your customers for any and all issues related to your products and services, including but not limited to issues arising from the processing of customers’ cards through the Payment Service.
It is your responsibility to determine what, if any, taxes apply to the sale of your goods and services and/or the payments you receive in connection with your use of the Payment Service (“Taxes”). It is solely your responsibility to assess, collect, report, or remit the correct tax to the proper tax authority.
White is not obligated to, nor will it determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction. You acknowledge that White and NI may make certain reports to tax authorities regarding transactions that either of them process and merchants to which either of them provide the Payment Services.
Your Data Security
You are fully responsible for the security of Data on your website or otherwise in your possession. You agree to comply with all Relevant Laws and in particular Privacy Laws in connection with your collection, security and dissemination of any Data on your website.
You agree that at all times you shall be compliant with the Data Security Standards that apply to you. The steps you will need to take to comply with the Data Security Standards when using the White Payment Service will vary based on your implementation. For more information about implementing the Payment Service, please refer to White’s Documentation.
If White or NI believe it is necessary based on your implementation and request it of you, you will promptly provide us with documentation evidencing your compliance with the Data Security Standards if requested by us. You also agree that you will use only Data Security Standards compliant service providers in connection with the storage, or transmission of Card Data defined as a cardholder’s account number, expiration date, and card verification value 2 (“CVV2”). You must not store CVV2 data at any time.
You acknowledge and agree that if you fail to comply with the security protocols and standards set out in this Section: (a) White or NI may terminate this agreement and the Payment Services; (b) you are liable for any fine imposed on White or NI by any of the Card Schemes as a result of your failure to comply; and © you are liable for any fines which the Card Schemes levy in the event that you suffer a data compromise incident and have not complied with the PCI-DSS protocols.
Information on the Data Security Standards can be found on the Payment Card Industry Council’s website. It is your responsibility to comply with these standards.
Data Breaches and Audit Right
If White or NI believe that a Data Breach has occurred, White or NI may require you to grant access to your relevant systems and databases to White or NI or a third party auditor that is approved by White or NI or any of White’s or NI’s agents to conduct a security audit or forensic analysis of your systems and facilities, at your expense, and issue a report to us. You authorise us to provide this report to other banking institutions, and the Card Schemes to the extent necessary to comply with our obligations.
If we believe that a Data Breach has occurred, in order to continue processing card transactions, we may require you to undergo a full PCI-DSS accreditation. The costs of this accreditation exercise must be paid by you.
You acknowledge that NI may be obliged to report all Data Breach events to Card Schemes, law enforcement agencies and/or Emirati regulators. You grant irrevocable and enduring consent for NI to release details of any such Data Breach to the aforementioned bodies.
White is responsible for protecting the security of Card Data in its possession and will maintain commercially reasonable administrative, technical and physical procedures to protect all the personal information regarding you and your customers that is stored in White’s servers from unauthorised access and accidental loss or modification. However, White cannot guarantee that unauthorised third parties will never be able to defeat those measures or use such personal information for improper purposes.
You also acknowledge that White and/or NI may be required to report your business name and the name of your principals to the MATCH listing maintained by MasterCard and accessed and updated by Visa and American Express if applicable, pursuant to the requirements of the relevant Card Scheme Rules.
You specifically consent to the fulfilment of the obligations related to the listing by White or NI and to the listing itself and you waive and hold harmless White and NI from all claims and liabilities you may have as a result of such reporting.
We may disclose your Personal Information to our Related Bodies Corporate or third parties located in countries where the laws on the collection, use and disclosure of Personal Information are less stringent or protective than the United Arab Emirates. If you enter this agreement, you consent to the disclosure of your Personal Information overseas and the United Arab Emirates Privacy Principle 8.1 will not apply to this disclosure.
Privacy of Others
You represent to White that you are in compliance with all applicable Privacy Laws and you have obtained all necessary rights and consents under applicable law to disclose to White, or allow White to collect, use, retain and disclose any Cardholder Data that you provide to White or authorise it to collect.
You are solely responsible for disclosing to your customers that White and NI are processing credit card transactions for you and obtaining Data from you about such customers. You will indemnify and hold both White and NI harmless from your failure to do so.
If you receive information about others, including Cardholders, through the use of the Payment Service, you must keep such information confidential and only use it in connection with the Payment Service. You may not disclose or distribute any such information to a third party or use any such information for marketing purposes unless you receive the express consent of the user to do so. You may not disclose card numbers to any third party, other than in connection with processing a card transaction requested by your customer under the Payment Service.
You are required to obey all Relevant Laws applicable to your use of the Payment Service (for example, those governing financial services, consumer protections, unfair competition, anti-money laundering, anti-discrimination or false advertising).
In addition to any other requirements or restrictions set forth in this Agreement, you shall not: (a) utilize the credit available on any Card to provide cash advances to Cardholders; (b) submit any card transaction for processing that does not arise from your sale of goods or service to a buyer customer, or acceptance of a bona fide charitable donation; © act as a payment intermediary or aggregator or otherwise resell White’s services on behalf of any third party; (d) send what you believe to be potentially fraudulent authorizations or fraudulent card transaction; or (e) use the White Payment Service in a manner that Visa, MasterCard, American Express, Diners Club or any other Card Scheme reasonably believes to be an abuse of the Card Scheme or a violation of Card Scheme Rules. You further agree not to, nor to permit any third party to, do any of the following: (f) access or attempt to access White systems, programs or data that are not made available for public use; (g) copy, reproduce, republish, upload, post, transmit, resell or distribute in any way material from White; (h) permit any third party to use and benefit from the Payment Service via a rental, lease, timesharing, service bureau or other arrangement; (i) transfer any rights granted to you under this Agreement; (j) work around any of the technical limitations of the Payment Service, use any tool to enable features or functionalities that are otherwise disabled in the Payment Service, or decompile, disassemble or otherwise reverse engineer the Payment Service, except to the extent that such restriction is expressly prohibited by law; (k) perform or attempt to perform any actions that would interfere with the proper working of the Payment Service, prevent access to or use of the Payment Service by White’s other users, or impose an unreasonable or disproportionately large load on White’s infrastructure; or (l) otherwise use the Payment Service except as expressly allowed under this section.
Suspicion of Unauthorised or Illegal Use
White and NI reserve the right to not authorise or settle any transaction you submit which White or NI believes is in violation of this Agreement, any other White agreement, Relevant Law or exposes you, other White users, NI or White to harm, including but not limited to fraud, money laundering and other criminal acts. You hereby grant White and NI authorization to share information with law enforcement about you, your transactions, or your use of the Payment Service if White or NI reasonably suspect that your White account has been used for an unauthorised, illegal, or criminal purpose.
Card Scheme Rules
The Card Schemes have established guidelines, bylaws, rules, and regulations (“Card Scheme Rules”).
You are required to comply with all applicable Card Scheme Rules that are applicable to merchants. You can review portions of the Card Scheme Rules at Visa MasterCard, American Express and Diners Club. The Card Schemes reserve the right to amend the Card Scheme Rules. White reserves the right to amend the Agreement at any time with notice to you as necessary to comply with Card Scheme Rules or otherwise address changes in the Payment Service.
Disclosures and Notices
You acknowledge that NI or White may deliver notices to you in any of the ways listed below in this Section 18.
A notice is considered to be received: (a) if delivered personally, at the time of delivery; (b) if sent by pre-paid post, on the third day after the posting; © if sent by facsimile transmission, on the date the transmitting machine records transmission of the complete document; (d) when the party sending the notice is the NI or White, if sent by email, at the time when the email enters your information system; (e) when the party sending the notice is White, if posted to White’s website, after 24 hours of the time it is successfully posted to the website. The address, facsimile number or email address to be used for notices is the last address, facsimile number or email address advised by a party. You must inform White immediately of any change of your address, facsimile number or email address.
References to your relationship with White
You agree that, from the time you begin processing payment with White until you terminate your account with White, White may identify you as a customer of White. You acknowledge and agree that neither you nor White will imply any untrue sponsorship, endorsement or affiliation between you and White.
Section B: Registering for White
The Payment Service is only made available under this Agreement to persons in the UNited Arab Emirates that operate a business selling goods or services, or to accept donations for a bona fide charitable organization, and the Payment Service is not made available to persons to accept card payments for personal, family or household purposes.
To use the Payment Service for your business, you will first have to register with White to apply for the relevant Payment Service. When you register with White, White will collect basic information including your name, company name, location, email address, tax identification number and phone number. If you have not already done so, you will also be required to provide an email address and password for your White account.
You may choose to register as an individual (sole proprietor) or as a business organization. If you register as a business organization, you must also provide information about an owner or principal of the business and you must be authorised to act on behalf of the business and have the authority to bind the business to this Agreement.
To sign up a business to use the Payment Service, you must agree to this Agreement on behalf of the business. If you have so agreed, the term “you” will mean you the natural person, as well as the business organization that you represent.
Approval to use payment services
You acknowledge that: (a) the operation of this Agreement is conditional on NI and White approving an application for White to provide the relevant Payment Services to you and this Agreement is not binding until that occurs; and (b) in relation to information provided by you to White in connection with your application: (i) White may provide that information to NI; (ii) we may rely on such information as being complete, accurate and not misleading or deceptive; and (iii) NI is not obliged to verify the completeness or accuracy of the information it receives from White; © subject to compliance with Privacy Law, White and NI may obtain from any Card Scheme, a person who is involved in any Card Scheme, any credit reporting agency or any other person, information about your merchant history or Personal Information about you, a Related Body Corporate, your officers, employees or agents for any purpose relating to the operation of the Card Schemes and we can use any such information to assess your application; (d) subject to compliance with Privacy Law, White and NI can disclose information about your merchant history, a data breach and relevant Personal Information in the following circumstances: (i) to any Card Scheme or to any person who is involved in any Card Scheme, information about you for any purpose related to the operation of those schemes, card fraud detection agencies (including information about termination of merchant solutions and reason(s) for termination of NI merchant solutions); (ii) where the law requires or permits us to do so; and (iii) where we have reasonable grounds to believe that either you are involved in dishonest or criminal activity, are a victim of such activity, may have information relevant to an inquiry into such activity or have experienced a data breach, to any law enforcement or regulatory agency whether or not we have been requested by that agency to provide such information; and (e) White and NI can disclose your information to any related entities of ours and to any outsourced service providers engaged by us (for example, mail houses, debt collection agencies (where necessary) or data analytics providers); (f) the decision whether to approve your application is at NI’s sole discretion and the reason for any decision which is made may not be given to you; (g) an approval by NI is specific to the Payment Services being provided to you and does not in any way constitute a representation by NI that you will able to use the services of another payment service provider or of NI directly should you cease using the Payment Services for any reason; and (h) any information obtained by NI during its assessment of an application under Section 2(a) is and remains confidential to NI and will not be shared with you. NI is bound by Card Scheme Rules and all correspondence and discussions between Card Schemes and NI are confidential as between NI and the Card Schemes. You represent and warrant that: (i) any information you provide to White in connection with an application for White to provide the Services is complete, accurate and not misleading or deceptive; and (j) if you have disclosed Personal Information to White in connection with the application under Section 2 (a), where required, you have obtained the relevant individual’s prior consent to the disclosure and otherwise complied with your obligations under Privacy Law; and (k) you are able to satisfy your obligations and responsibilities under this Agreement. You acknowledge and agree that: (l) White and NI are authorised to obtain from third parties financial and credit information relating to you in connection with our decision to approve your application and in respect of White and NI’s continuing evaluation of your financial and credit worthiness; and (m) any information collected by White may be disclosed to NI.
To verify your identity, White may require additional information including your Emirati Company Number (ECN), Emirati Business Number (EBN), Tax file number, residential address and date of birth. White may also ask for additional information to help verify your identity and assess your business risk including business invoices, a driver’s licence or other government issued identification, or business registration certification. White may ask you for financial statements and may request your permission to do a physical inspection at your place of business and to examine books and records that pertain to your compliance with this Agreement.
Your failure to comply with a request for any of this identification information or documentation within five (5) days may result in suspension or termination of your White account.
You authorise White to retrieve additional information about you from third parties and other identification services. White may use your information to apply for card merchant acquiring accounts on your behalf with certain Card Schemes.
Emirati domicile requirements
You acknowledge that we may only provide services to you under this Agreement where you: (a) have a permanent establishment in the United Arab Emirates through which transactions are completed; (b) are registered to do business in the United Arab Emirates; © have a local address in the United Arab Emirates for correspondence and acceptance of judicial process; (d) pay taxes in the United Arab Emirates (where required) in relation to the sales activity; and (e) satisfy any other domesticity requirements imposed by Card Schemes from time to time.
In addition to any other right to terminate or suspend the Payment Service, we may immediately cease to accept transactions under this Agreement where you fail to satisfy the above requirements.
Company Descriptions and Website URL
Unless you are otherwise notified in writing, you must, before you accept any electronic commerce transaction over the Internet, establish and maintain at your own expense a website that complies with the requirements of this Section 5.
As part of your registration, you must provide your website URL (e.g. www.mystore.ae) and the name under which you do business (which may be the business’s legal name or a “doing business name”) (e.g. MyStore Online Widgets). These two fields may appear in your customers’ credit or debit card statements. To avoid customer confusion and transaction disputes, it is important that you enter a description that clearly identifies your business as well as an accurate site URL.
There are certain categories of businesses and business practices for which the Payment Service cannot be used (“Prohibited Businesses”). Most, although not all, of these Prohibited Business categories are imposed by Card Scheme rules or the requirements of our banking providers or processors. We maintain a list here. By registering for White, you confirm that you will not use the Payment Service to accept payments in connection with any of the Prohibited Business. If you are uncertain as to whether your business is a Prohibited Business, or have questions about how these requirements apply to you, please contact White.
By accepting this Agreement you confirm that you will satisfy these requirements.
Section C: Processing Card Transactions and Receiving Your Funds
Processing Card Transactions
You agree that you will honour all valid and acceptable cards presented for payment by your customers for your goods and services in accordance with the Card Scheme rules, this Agreement and any operating guides that White may provide you from time to time.
You agree that you will obtain an authorization from the Card Scheme(s) for each card transaction, as required under the Card Schemes’ rules, and will not submit a card transaction for settlement where there is a negative authorization or the card is otherwise expired. You acknowledge that the existence of an affirmative authorization from White or NI or the Card Schemes does not mean that a particular card transaction will not be subject to Chargeback, Reversal or Claim at a later date.
Subject to the other provisions of this Agreement, you: (a) must only send White a sales transaction when you have committed to provide the goods and services to the customer; and (b) must not accept a Card in a credit card transaction for the purpose of giving a Cardholder cash; and © must perform all obligations (including supplying all goods and/or services) to the cardholder in connection with the sale; and (d) must not sell, purchase, provide or exchange any information or document relating to a Cardholder’s account number, or Card number, or a transaction, to any Person other than White, NI or the card issuer, or as otherwise required by law; (e) must, if you do provide or exchange any such information referred to in (d), do so in compliance with all Relevant Laws including Privacy Law; (f) must destroy any document that is no longer required to be retained, by applicable law or Card Scheme Rules, in a manner which makes the information unreadable; (g) must take reasonable steps to ensure that the information and documents mentioned in (d) are protected from misuse and loss and from unauthorised access, modification or disclosure; (h) must not make any representation in connection with any goods or services which may bind White, NI or any Card Scheme; (i) must not indicate or imply that White, NI or any Card Scheme endorse any goods or services or refer to a nominated Card in stating eligibility for goods, services, or any membership; (j) must not accept a Card or a transaction which is of a type you have been previously advised is not acceptable; (k) must provide sufficient training to your employees to ensure you meet your obligations under this Agreement; and must prominently and unequivocally inform the Cardholder of your identity at all points of Cardholder interaction (including on any relevant web site, promotional material and invoice) so that the Cardholder can readily distinguish you from White, any supplier of goods or services to you, or any other third party; (l) must provide notice to any Cardholder with whom you enter into a transaction that you are responsible for that transaction, including for any goods or services provided, any payment transaction, related service enquiries, dispute resolution, and performance of the terms and conditions of the transaction; (m) must not unfairly distinguish between issuers of a Card when accepting a transaction; (n) must not refuse to complete a transaction solely because a Cardholder refuses to provide additional identification information in circumstances where we do not require you to obtain it; (o) if you collect or store Cardholder information, you must comply with any Data Security Standards notified to you; and (p) you may must not transfer or attempt to transfer financial liability under this Agreement by asking or requiring a Cardholder to waive his or her dispute rights.
You will submit all Card transactions for processing no later than three (3) days from the date of authorization.
You will maintain appropriate records of all Card transactions for a period of at least two (2) years from the date of the transaction.
You will display all Card Scheme marks in accordance with the rules and procedures of the Card Schemes, and will use such marks only to indicate that you accept their Cards for payment.
Unless White has agreed in writing that we will provide the transaction receipt to the cardholder, you must give the Cardholder a copy of the Transaction Receipt for each transaction at the conclusion of the purchase transaction that includes all information required under Card Scheme rules and applicable law, but you must not charge a fee for doing so.
If you are notified that you must prepare the Transaction Receipt, you must ensure the information contained in the Transaction Receipt: (a) is identical with the information on any other copy; and (b) legibly includes the information notified to you. You must provide White with the Transaction Receipt and any other required evidence of the transaction within seven days if you are asked by White to provide it. If you wish to change your Internet or email address, or telephone number appearing on the Transaction Receipt, you must notify White in writing at least 15 Banking Days prior to the change taking effect.
Invalid or unacceptable transactions
A transaction is not valid or is unacceptable if any of the following apply: (a) the transaction is illegal as per applicable laws; (b) if applicable, the signature on the voucher, Transaction Receipt or authority is forged or unauthorised; © the transaction is before or after any validity period indicated on the relevant Card; (d) you have been told not to accept the Card; (e) the transaction is not authorised by the Cardholder; (f) the particulars on the copy of the voucher or Transaction Receipt given to the Cardholder are not identical with the particulars on any other copy; (g) the price charged for the goods or services is inflated to include an undisclosed surcharge for card payments; (h) another person has provided or is to provide the goods or services the subject of the transaction to a Cardholder; (i) you did not actually supply the goods or services to a genuine Cardholder as required by the terms of the transaction, or have indicated your intention not to do so; (j) the transaction did not relate to the actual sale of goods or services to a genuine Cardholder; (k) the transaction is offered, recorded or billed in a currency we have not authorised you to accept; (l) this Agreement was terminated before the date of the transaction; (m) you have not complied with your obligations in Section C.1; (n) if applicable, the details are keyed into Equipment and you did not legibly record on a Transaction Receipt the information required by 2; (o) it is a remote transaction and you did not record reasonable identification details for the Cardholder and the commencement and expiry dates for the Card; or it is a credit transaction in which: (i) the amount of the transaction or transactions on the same occasion is more than any applicable limit notified to you; (ii) you collected or refinanced an existing debt including, without limitation, the collection of a dishonoured cheque or payment for previous card charges; or (iii) you provide a Cardholder with cash; (p) it occurs during a period in which your rights under this Agreement were suspended under or after this Agreement was terminated; (q) you cannot give a Transaction Receipt as required under these terms of service; or ® for any other reason, the Cardholder is entitled under the Card Scheme Rules to a chargeback of the transaction.
A transaction for a sale or refund is not acceptable if: (s) the Cardholder disputes liability for the transaction for any reason or makes a claim for set-off or a counterclaim; or (t) it is of a class which NI or White decide, in their discretion, is not acceptable. You acknowledge and agree that NI or White may: (u) refuse to accept a transaction if it is invalid or unacceptable, or may charge it back to you if it has already been processed, even if White or NI have given you an authorisation; and (v) reverse a sales transaction as a Chargeback, and debit your account for the amount of the chargeback, for any of the reasons in Section 3(a) through (t) or any other reason we notify you of from time to time; and (w) without limiting the above, delay, block, freeze or refuse to accept any transaction where NI or White have reasonable grounds to believe that the transaction breaches Emirati law or sanctions or the laws or sanctions of any other country. You cannot infer from the fact that a cardholder has been issued with a nominated card, or that a transaction has been processed or an authorisation has been given, that we have guaranteed: (x) the cardholder’s creditworthiness; or (y) the correct identity of the cardholder; or (z) that the transaction is valid and acceptable and will not be subsequently charged back or reversed; or (aa) that you have complied with your obligations under this agreement and you waive any right to claim that we do.
Card Acceptance Requirements
You must: (a) use reasonable care to detect forged or unauthorised signatures or the unauthorised use or forgery of a Card; and (b) notify White if you become aware of or suspect fraud on the part of a Cardholder; and © not deliberately reduce the value of any one transaction by: (i) splitting a transaction into two or more transactions; or (ii) allowing a Cardholder to purchase items separately; and (d) establish a fair policy for dealing with refunds and disputes about transactions and include information about that policy on Transaction Receipts as required by White; and (e) only submit a transaction as a refund to a Cardholder if it is a genuine refund of a previous sale transaction. The refund must be processed to the same card that was used in the original sales transaction and be for the original sale amount or, if the cardholder has agreed to a partial refund, the amount of that partial refund; and (f) give refunds for transactions by means of credit and not in cash or cheque; and (g) not process a refund transaction as a way of transferring funds between your accounts; and (h) if a transaction for a sale does not cover the full amount of the sale: (i) in the situation in which the Card is used to make a deposit or pay an instalment you may accept the Card in payment of all or part of the outstanding balance; and (ii) in any other circumstance you must obtain the balance due at the time the sale is completed in cash; and (i) not state or set a minimum or maximum amount for a Card transaction without our prior written consent; and (j) not ask a Cardholder to reveal their PIN or any other secret identifier; and (k) contact White for instructions if the identification of a Cardholder or the validity of the Card is uncertain; and (l) must not knowingly submit for processing any transaction that is illegal or that you should have known is illegal. For remote transactions, you must: (m) take reasonable steps to verify the identity of the Person you are dealing with, in order to confirm that they are the genuine Cardholder, including by observing and implementing the recommendations in any fraud prevention material provided to you; and (n) record reasonable identification details of the Person you are dealing with, as well as the commencement and expiry dates of the Card.
5.1 Definitions. For the purpose of this Section C.5, the following words or phrases have the following meanings:“Surcharge”“ means any fee charged by a merchant to a cardholder that is added to a transaction for the acceptance of a card; and "reasonable costs of card acceptance” are costs that will be determined having regard to the Central Bank of the UAE’s Guidance Note: Interpretation of Surcharging Standards, as amended or replaced from time to time.
5.2 Amount of surcharge (a) Where you elect to charge a cardholder a surcharge in respect of a transaction, you must not impose a surcharge in excess of the reasonable cost of card acceptance. (b) Upon request by White or any card schemes, you must produce supporting information to substantiate your costs of card acceptance. Where the card scheme dictates the format of the required substantiation, e.g. through use of a “reasonable cost of acceptance calculator”, you must provide details of your costs in the required format. © Where required by a card scheme, you must submit, at your cost, to an audit of your costs of card acceptance by an independent auditor approved by the Card Scheme requiring the audit. The audit must be completed and results reported back to the relevant card scheme within the timeframe specified by the Card Scheme. (d) Where, following an investigation into your surcharging and cost of card acceptance, we or a card scheme determine that the amount that you are surcharging exceeds the reasonable costs of card acceptance, we may, by 30 days notice to you, require you to reduce your surcharge level to an amount that does not exceed the reasonable costs of card acceptance. (e) Without limiting any other rights that we may have under this agreement, we may, by notice to you, terminate this agreement if, following receipt of notice under this Section, you fail to reduce your surcharge level to an amount that does not exceed the reasonable costs of card acceptance. (f) You acknowledge that excessive surcharging by you could expose NI to fines from card schemes. You agree to indemnify NI against any fines imposed by card schemes in relation to your surcharging practices. (g) You acknowledge that card issuers may from time to time change the classification of a credit card (ie. standard or premium) and, as a result, when applying a surcharge rate to a cardholder, it cannot be guaranteed that the classification of the card (ie. standard or premium) on which you have based the surcharge will be same as the classification on which you are charged your merchant service fee in relation to the same transaction.
5.3 Disclosure of surcharge. You must clearly disclose to the cardholder before the transaction is completed any surcharge that you will charge for completing the transaction, and do it in such a way that allows the transaction to be cancelled without the cardholder occurring any cost. (i) You must display on the payment page on your website a notice stating: (i) that you charge a surcharge; and (ii) the exact amount or percentage of the surcharge. (j) You must not represent or otherwise imply that the surcharge is levied by a card scheme, by White or NI or any other financial institution.
Payouts and Transaction History
NI will settle, on each business day, the gross amount of all funds received from the card schemes in respect of transactions processed under this agreement, less any Chargebacks or refunds.
You authorise and direct NI to pay all amounts due to you under this agreement to White, who you appoint as your agent for the purpose of receiving all settlement funds payable by NI to you under this agreement.
White will pay out funds settling from NI to your designated bank settlement account in the amounts actually received (less White’s Fees as defined below) for card transactions submitted to the Payment Service. The payouts will be made to the bank account (“Bank Account”) you specify in your White account. The Bank Account must be located at a bank in the United Arab Emirates and held in the name of your business as you have identified it to White. You are responsible for the accuracy and correctness of information regarding your Bank Account.
Funds for any given transaction will not be transferred to your Bank Account until the transaction is considered complete. Transactions will be considered complete when White has received funds in settlement from NI. The actual timing of the transfers to your Bank Account of the settling funds will be subject to the Payout Schedule as defined below.
After each payout of card settlement funds to your Bank Account, White will update information in your White management dashboard to reflect settlement. Information regarding your card transactions processed and settled with the Payment Services (“Transaction History”) will be available to you when you login to White’s website. White provide a minimum of one year of Transaction History on White’s website.
Except as required by law, you are solely responsible for compiling and retaining permanent records of all transactions and other data associated with your use of White, your Transaction History and your use of the Payment Service.
You acknowledge and agree that: (a) payment of the settlement funds by NI to White in accordance with your direction under this Section 6 will satisfy NI’s obligation to you in respect of settlement of those funds; (b) White is responsible for disbursing any amounts received from NI to you, in accordance with your payout arrangements with White; and © NI will not be liable for any failure by White to account to you for any funds received from NI.
Payout schedule refers to the time it takes for White to initiate a transfer to your Bank Account of settlement funds arising from card transactions processed through the Payment Service (“Payout Schedule”). White’s general Payout Schedule will be identified on https://whitepayments.com/help/transfers or a successor website, and will typically be a rolling schedule (e.g., and for example only, 7 days) from the date of charge. White may change the Payout Schedule periodically as permitted under this Agreement.
Once your bank account information has been reviewed, White will initiate transfer of settlement funds (less any Fees, Chargebacks, and other funds owed to White for any reason) in accordance with the Payout Schedule, the terms of which will be made available to you when you login to your White management dashboard. The settlement funds should normally be credited to your Bank Account within 1-2 days of White initiating the payout.
White is not responsible for any action taken by the institution holding your Bank Account that may result in some or all of the funds not being credited to your Bank Account or not being made available to you in your Bank Account.
You can contact White to inquire about changing the timing of your Payout Schedule. Upon submitting a request, you will be informed of the process and requirements for White to review your Payout Schedule.
White and NI reserve the right to change the Payout Schedule or suspend payouts to your Bank Account should we determine it is necessary due to pending disputes, excessive or anticipated excessive Chargebacks or refunds, or other suspicious activity associated with your use of the Payment Service or if required by law or court order.
You may only process a transaction as a recurring transaction if: (a) you have obtained cardholder permission (either electronically or in hardcopy) to periodically charge for a recurring service and have provided notice (e.g. via email) prior to each successive charge; and (b) you retain this permission for the duration of the recurring services and make it available to us on request; and © you provide a simple and accessible online cancellation procedure, if the cardholder request for the goods or services was initially accepted online.
Reconciliations and Errors
Your Transaction History will be available to you when you login to the White management dashboard. Except as required by law, you are solely responsible for reconciling your Transaction History with your actual card payment transactions.
You agree to notify White of any discrepancies arising from such reconciliation and verification. White will investigate any reported discrepancies and attempt to rectify any errors that you or we discover. In the event you are owed money as a result of the discrepancy, White will transfer funds to your Bank Account in the next scheduled payout. Your failure to notify White of an error or discrepancy in your Transaction History within sixty (60) days of when it first appears on your Transaction History will be deemed a waiver of any right to amounts owed to you in connection with any such error or discrepancy in processing your card payments.
If you submit or cause White to process transactions erroneously, you agree to contact White immediately to report this error. White will investigate any reported errors and attempt to rectify any errors that you or White discovers by crediting or debiting your Bank Account as appropriate. Your failure to notify White of a processing error within thirty (30) days of when it first appears on your electronic transaction history will be deemed a waiver of any right to amounts owed to you by White or NI.
Refunds and Returns
By accepting this Agreement, you agree to submit any and all refunds and adjustments for returns of your products and services through the Payment Service to the cardholder’s card in accordance with the terms of this Agreement and Card Scheme Rules. Card Scheme Rules require that you will: (a) maintain a fair return, cancellation or adjustment policy; (b) disclose your return or cancellation policy to customers at the time of purchase; © not give cash refunds to a customer in connection with a Card sale, unless required by law; and (d) not accept cash or any other item of value for preparing a Card sale refund.
You must only submit a transaction as a refund to a Cardholder if it is a genuine refund of a previous sale transaction. The refund must be processed to the same card that was used in the original sales transaction and be for the exact dollar amount of the original transaction including tax, handling charges, and any other fees or charges or, if the cardholder has agreed to a partial refund, the amount of that partial refund. The refund amount may not exceed the original sale amount except by an amount equal to any reimbursements to customer for postage costs incurred for product returns. You will use best efforts to process all refunds within sixty (60) days after the original transaction date, and you acknowledge that refunds processed after that time may not be capable of being processed
For processed refunds, White will deduct the refund amount (including any applicable Fees) from: (e) settlement funds owed to you from processing of other card transactions; or (f) funds in any Reserve Account. If these funds are not sufficient, you authorise White to initiate a direct debit to your Bank Account in the amount necessary to complete the refund transaction to the Cardholder’s card. In the event White cannot access your Bank Account by means of direct debit, you agree to pay all funds owed to White upon demand. You are solely responsible for accepting and processing returns of your products and services; White has no responsibility or obligation for processing such returns.
A Chargeback is typically caused when a customer disputes a charge that appears on their bill. A Chargeback may result in the reversal of a transaction, with the amount charged back to you. You can be assessed Chargebacks for: (a) customer disputes; or (b) unauthorised or improperly authorised transactions; or © transactions that do not comply with Card Scheme Rules or the terms of this Agreement or are allegedly unlawful or suspicious; or (d) any reversals for any reason by the Card Scheme, NI, or the Cardholder bank.
When a Chargeback is issued, you are immediately liable for the full amount of payment of the Chargeback plus any associated Fees, fines, expenses or penalties (including those assessed by the Card Schemes or NI).
You agree that White may recover these amounts by debiting by means of direct debit of your Bank Account associated with your White account, debiting your Reserve Account, or setting off any amounts owed to you by White.
If we are unable to recover funds related to a Chargeback for which you are liable, you will pay to White the full amount of the Chargeback immediately upon demand. You agree to pay White for all costs and expenses, including without limitation attorneys’ fees and other legal expenses, incurred by or on behalf of White in connection with the collection of any unpaid Chargebacks unpaid by you.
Further, if White or NI reasonably believes that a Chargeback is likely with respect to any transaction, White or NI may withhold the amount of the potential Chargeback from payments otherwise due to you under this Agreement until such time that: (e) a Chargeback is assessed due to a customer’s complaint, in which case White will retain the funds; (f) the period of time under applicable law or regulation by which the customer may dispute that the transaction has expired; or (g) White or NI determines that a Chargeback on the transaction will not occur.
Contesting your Chargebacks
You, White or NI may elect to contest Chargebacks assessed to your account. White may provide you with assistance including notifications and software to help contest your Chargebacks. White does not assume any liability for its role or assistance in contesting Chargebacks.
You agree to provide White or NI with the necessary information, in a timely manner and at your expense, to investigate or help resolve any Chargeback. You also grant White permission to share records or other information required with the Cardholder, the Cardholder’s financial institution, and your financial institution to help resolve any disputes. You acknowledge that your failure to provide White with complete and accurate information in a timely manner may result in an irreversible Chargeback being assessed.
If the Cardholder’s issuing bank or the Card Scheme does not resolve a dispute in your favour, White may recover the Chargeback amount and any associated fees from you as described in this Agreement.
White reserves the right, upon notice to you, to charge a fee for processing, mediating or investigating Chargeback disputes.
At any point, White, NI, or the Card Schemes may determine that you are incurring excessive Chargebacks. Excessive Chargebacks may result in additional fees, penalties, or fines that are payable by you. Excessive Chargebacks may also result in additional controls and restrictions to your use of the Payment Service, including without limitation:
(a) changes to the terms of your Reserve Account; (b) increases to your applicable Fees; © delays in your Payout Schedule; or (d) suspension or termination of your White account and the Payment Service. The Card Schemes may also place additional controls or restrictions as part of their own monitoring programs for merchants with excessive Chargebacks.
You agree to pay the Fees (“Fees”) assessed by White to you for providing the Payment Services described in this Agreement. These fees will be calculated pursuant to the Fee Schedule linked to here and incorporated into this Agreement by reference. White reserves the right to revise its Fees at any time, subject to a thirty (30) day notice period to you.
You acknowledge that you are also responsible for any penalties or fines imposed on White or directly to you by NI or any Card Schemes or financial institution as a result of your activities.
White’s Collection Rights
To the extent permitted by law, White may collect any obligations you owe White or NI under this Agreement by deducting the corresponding amounts from the Reserve Account or from funds payable to you arising from the settlement of card transactions. Fees will be assessed at the time a transaction is processed and will be first deducted from the funds received for such transactions.
If the settlement amounts or Reserve Account are not sufficient to meet your obligations to White or NI, White may charge or debit the bank account or credit card registered in your White account for any amounts owed to us.
Your failure to fully pay amounts that you owe White or NI under this Agreement on demand is a breach of this Agreement. You will be liable for White’s costs associated with collection in addition to the amount owed, including without limitation attorneys’ fees and expenses, costs of any arbitration or court proceeding, collection agency fees, and any applicable interest.
Additionally, White may require a personal guarantee from a partner, proprietor, or owner of your entity for funds owed under this Agreement. If White requires a personal guarantee White will specifically inform you in advance.
Funds held in reserves are amounts of money set aside to cover Chargebacks, refunds, or other payment obligations under this agreement (a “Reserve Account”). White, in its sole discretion, will set the terms of your Reserve Account and notify you of such terms, which may require that a certain amount (including the full amount) of the funds received for your transaction is held for a period of time or that additional amounts are held in Reserve Account. White, in its sole discretion, may elect to change the terms of the Reserve Account at any time for any reason based on your payment processing history or as requested by NI.
White may fund the Reserve Account by means of: (a) any funds payouts made or due to you for card transactions submitted to the Payment Service; (b) amounts available in your Bank Account by means of direct debit to that Bank Account; © other sources of funds associated with your White account; or (d) requesting that you provide funds to White for deposit to the Reserve Account.
You grant White a lien and security interest in the Reserve Account, all Card transactions (including future Card transactions), any rights to receive credits or payments under this Agreement, and all deposits and other property of yours possessed or maintained by White on your behalf to secure the performance by you of the obligations under this Agreement.
You will execute, deliver, and pay the fees for any documents White requests to create, perfect, maintain and enforce this security interest.
Section D: Termination and Other General Legal Terms
When Agreement is effective
The Agreement is effective upon the date NI approves your application to receive the Payment Services and continues so long as you use the Payment Service or until terminated by White or NI.
Termination and Suspension
You may terminate this Agreement by closing your White account at any time by following the instructions on White’s website in your Account Profile.
White may suspend or terminate this Agreement or any part of it and close your White account at any time for any reason effective upon providing you notice in accordance with Section A .18 above.
NI or White may suspend or terminate this Agreement or suspend then terminate this Agreement or any part of it at any time if: (a) you are in breach of your obligations under or arising out of this Agreement; or (b) if in NI or White’s reasonable opinion, the processing of your transactions exposes White or NI to an unacceptable level of risk; or © you are or have engaged in conduct which exposes White or NI to potential fines or penalties imposed under Relevant Law; or (d) your rights under this Agreement are the subject of a direction made under Relevant Law that the Payment Service be suspended or terminated; or (e) White determines in its sole discretion that you are ineligible for the Payment Service because of the risk associated with your White account, including without limitation significant credit or fraud risk, that your business or Equipment is or has been targeted by a person engaged in fraudulent or dishonest activity whether with or without your knowledge or for any other reason; or (f) a direction is made under Relevant Law that the Payment Service be suspended or terminated; or (g) you have experienced an adverse change in financial circumstances; or (h) White has concerns about your solvency or if you come insolvent or are subject to any form of insolvency administration or a resolution is passed or an order is made for winding up; or (i) you have a significant adverse credit event recorded against you; or (j) we are directed to by an Emirati government regulator, a Card Scheme or a Card issuer, for any reason. This Agreement will terminate automatically and immediately if: (k) White’s registration as a member service provider or independent sales organisation with any card scheme is cancelled; (l) White’s agreement with NI for the provision of merchant services is terminated for any reason; or (m) any other agreement that you have with White in respect of White’s payment processing services is terminated for any reason. You authorise NI to disclose to any Card Scheme advice of termination of this Agreement and the reasons for the termination. You acknowledge that the information concerning termination of this Agreement then becomes available to any member of the Card Schemes. This information, available to any member of the Card Schemes, may be used in assessing subsequent applications for merchant facilities. This Section D.2 survives termination of this Agreement.
Effects of Termination
Upon termination and closing of your White account, White will immediately discontinue your access to the Payment Service. You agree to complete all pending transactions, immediately remove all logos for Cards, and stop accepting new transactions through the Payment Service. You will not be refunded the remainder of any fees that you have paid for the Payment Service if your access to or use of the Payment Service is terminated or suspended. Any funds in White’s custody will be paid out to you subject to the terms of your payout schedule.
Termination does not relieve you of your obligations as defined in this Agreement and White may elect to continue to hold any funds deemed necessary pending resolution of any other terms or obligations defined in this Agreement, including but not limited to Chargebacks, Fees, Refunds, or other investigations or proceedings. Upon termination you agree: (a) to immediately cease your use of the Payment Service; (b) to discontinue use of any White trademarks; and © to immediately remove any White references, logos and trademarks from your Site; (d) that the licence granted under this Agreement shall end; (e) that White reserves the right (but have no obligation) to delete all of your information and account data stored on its servers; and (f) White will not be liable to you for compensation, reimbursement, or damages in connection with your use of the Payment Service, or any termination or suspension of the Payment Service or deletion of your information or account data.
At any time within thirty (30) days after terminating your White account you may request in writing that White transfer Card Data associated with your Transaction History to an alternative PCI-DSS Level 1 certified payment processor that you notify to White. White will use commercially reasonable efforts to complete such transfer within ten (10) business days from receipt of your written request.
White grants you a personal, limited, non-exclusive, revocable, non-transferable licence, without the right to sublicence, to electronically access and use the Payment Service solely to accept and receive payments and to manage the funds you so receive. The Payment Service includes White’s website, any software, programs, documentation, tools, internet-based services, components, and any updates (including software maintenance, service information, help content, bug fixes or maintenance releases) provided to you by White. You will be entitled to download updates to the Payment Service, subject to any additional terms made known to you at that time, when White makes these updates available. White may also periodically make available certain White logos, trademarks or other identifiers for your use. If White does so, you will use them subject to and in accordance with White’s then current trademark usage guidelines.
The Payment Service is licensed and not sold. White reserves all rights not expressly granted to you in this Agreement. The Payment Service is protected by copyright, trade secret and other intellectual property laws. White owns the title, copyright and other worldwide Intellectual Property Rights (as defined below) in the Payment Service and all copies of the Payment Service. This Agreement does not grant you any rights to White’s trademarks or service marks.
You acknowledge and agree that: (a) the Card Scheme logos, names and holograms (‘the Marks’) are owned solely and exclusively by the relevant Card Scheme; and (b) you will not contest the ownership of the Marks for any reason; and © the Card Scheme may at any time, immediately and without notice, prohibit you from using any of the Marks for any reason; and (d) you may only use advertising and promotional material for the cards or which show a Card Scheme mark in the manner NI approves, unless you have received authorization from the Card Schemes through other means.
For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
You may choose to or White may invite you to submit comments or ideas about the Payment Service, including without limitation about how to improve the Payment Service or White’s products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place White under any fiduciary or other obligation, and that White is free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, White does not waive any rights to use similar or related ideas previously known to White, or developed by its employees, or obtained from sources other than you.
You are responsible for all Reversals, Chargebacks, Claims, fines, fees, penalties and other liability arising out of or relating to your breach of this Agreement, and/or your use of the Payment Service. You agree to reimburse your customer, White, NI and any third party designated by White or NI for any and all such liability. You agree to indemnify and hold both White and NI harmless from and against any fines imposed on White or NI by a Card Scheme because of your conduct in relation to the Payment Services, including any fines imposed as a result of an unacceptable rate of chargebacks.
For the purposes of this Section, the following words have the following meanings:
“Claim” means a challenge to a payment that you or a buyer customer files directly with White.
“Reversal” means White reverses the settlement of funds from a processed card transaction that you received because: (a) the card transaction is invalidated by the card issuer; (b) the settlement funds were sent to you in error by: (i) White or NI; (ii) the processors, suppliers or licensors of White or NI; or (iii) any of the respective affiliates, agents, directors and employees of any of the entities listed in (i) or (ii) above; © the sender of the payment did not have authorization to send the payment (for example: the buyer used a card that did not belong to the buyer); (d) you received the payment for activities that violated this Agreement or any other White agreement; or (e) White decided a Claim against you. White will have the final decision-making authority with respect to Claims, including without limitation claims for refunds for purchased items that are filed with White by you or your customers. You will be required to reimburse White for your liability. Your liability will include the full purchase price of the item plus the original shipping cost (and in some cases you may not receive the item back). You will not receive a refund of any fees paid to White. Without limiting the foregoing, you agree to defend, indemnify, and hold harmless White, NI and their respective employees and agents (collectively “Disclaiming Entities”) from and against any claim, suit, demand, loss, liability, damage, action or proceeding arising out of or relating to: (f) your breach of any provision of this Agreement; and/or (g) your use of the Payment Service, including without limitation any Reversals, Chargebacks, Claims, fines, fees, penalties and attorneys’ fees; (h) your, or your employee’s or agent’s, negligence or willful misconduct; or (i) third party indemnity obligations White or NI incurs as a direct or indirect result of your acts or omissions (including indemnification of any Organization or Issuer).
If you are liable for any amounts owed to White, White may immediately remove such amounts from your Reserve Account and deduct the amounts owed to White from such Reserve Account funds. If you do not have sufficient funds in the Reserve Account to cover your liability, you will be required to immediately add funds additional funds to your Reserve Account to cover funds owed to White. If you do not do so, White may engage in collections efforts to recover such amounts from you at your cost and expense.
Representation and Warranties
You represent and warrant to us that: (a) you are eligible to register and use the services provided under this Agreement; (b) by entering into this Agreement you are not currently and will not be in breach of any Relevant Law or any obligation owed to any Person; and © you have the right, power, and ability to enter into and perform the obligations under this Agreement, and: (i) if you are a natural person, you are at least eighteen (18) years of age or, if you are under eighteen (18) years of age, you’ve obtained the consent of your parent or legal guardian to your execution of this Agreement and use of the Payment Services in the manner prescribed by White; (ii) if you are an incorporated body, you validly exist under the laws of your place of incorporation and have the power and authority to carry on your business as that business is now being conducted and using any name under which that business is being conducted; and (iii) if you, a Related Body Corporate or any officer, employee or agent of you or a Related Body Corporate has at any time been listed on a database of terminated merchants maintained by any Card Scheme or have otherwise had merchant services terminated by another acquiring bank, you have disclosed that fact to White; (d) the name identified by you when you registered is your name or business name under which you sell goods and services; (e) any sales transaction submitted by you will represent a bona fide sale by you; (f) any sales transactions submitted by you will accurately describe the goods and/or services sold and delivered to a purchaser; (g) you will fulfill all of your obligations to each customer for which you submit a transaction and will resolve any consumer dispute or complaint directly with the purchaser; (h) you and all transactions initiated by you will comply with all Relevant Laws applicable to your business, including any applicable tax laws and regulations; (i) except in the ordinary course of business, no sales transaction submitted by you through the Payment Service will represent a sale to any principal, partner, proprietor, or owner of your entity; and (j) you will not use the Payment Service, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Payment Service. The representations and warranties set out in this Section are ongoing throughout the term of this Agreement.
The Payment Service is developed for use by merchants in the United Arab Emirates. Neither White or NI make any representations that the Payment Service is appropriate or available for use in other locations. Those who access or use the Payment Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all Relevant Laws, foreign and local laws and regulations, including but not limited to export and import regulations. You may not use the Payment Service if you are a resident of a country embargoed by the United Nations or the United Arab Emirates, or are a foreign person or entity blocked or denied by the Emirati government. Unless otherwise explicitly stated, all materials found on the Payment Service are solely directed to individuals, companies, or other entities located in the United Arab Emirates.
To the extent that you acquire goods or services from White or NI as a consumer within the meaning of the Emirati Consumer Law, you have certain rights and remedies (including consumer guarantee rights) that cannot be excluded, restricted or modified by agreement.
Nothing in this Agreement operates to exclude, restrict or modify the application of any implied condition or warranty, provision, the exercise of any right or remedy, or the imposition of any liability under the Emirati Consumer Law or any other statute where to do so would: (a) contravene that statute; or (b) cause any term of this agreement to be void.
THE PAYMENT SERVICE AND ALL ACCOMPANYING DOCUMENTATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. USE OF THE PAYMENT SERVICE IS AT YOUR OWN RISK.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR THROUGH THE PAYMENT SERVICE OR FROM (I) WHITE OR NI; (II) THE PROCESSORS, SUPPLIERS OR LICENSORS OF WHITE OR NI; OR (III) ANY OF THE RESPECTIVE AFFILIATES, AGENTS, DIRECTORS AND EMPLOYEES OF ANY OF THE ENTITIES LISTED IN (I) OR (II) ABOVE (COLLECTIVELY, THE “DISCLAIMING ENTITIES” AND INDIVIDUALLY A “DISCLAIMING ENTITY”) WILL CREATE ANY WARRANTY.
YOU SPECIFICALLY ACKNOWLEDGE THAT NEITHER WHITE NOR NI HAVE ANY CONTROL OVER THE PRODUCTS OR SERVICES THAT ARE PAID FOR WITH THE SERVICES, AND NEITHER WHITE NOR NI CAN ENSURE THAT YOUR CUSTOMERS WILL COMPLETE A TRANSACTION OR IS AUTHORIZED TO DO SO.
WITHOUT LIMITING THE FOREGOING, THE DISCLAIMING ENTITIES DO NOT WARRANT THAT THE INFORMATION THEY PROVIDE OR THAT IS PROVIDED THROUGH THE PAYMENT SERVICE IS ACCURATE, RELIABLE OR CORRECT; THAT THE PAYMENT SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE PAYMENT SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, THAT THE PAYMENT SERVICE WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE PAYMENT SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY SUBJECT MATTER DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PAYMENT SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD. THE DISCLAIMING ENTITIES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT HOW LONG WILL BE NEEDED TO COMPLETE THE PROCESSING OF A TRANSACTION.
THE DISCLAIMING ENTITIES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR PAYMENT SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE PAYMENT SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WHITE WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
To the extent permitted by law, all conditions, warranties, guarantees, rights, remedies, liabilities and other terms implied or conferred by statute, custom or the general law that impose any liability or obligation on White are excluded under this agreement. If a supply under this agreement is a supply of goods or services to a consumer within the meaning of the Emirati Consumer Law, nothing contained in agreement excludes, restricts or modifies the application of any provision, the exercise of any right or remedy, or the imposition of any liability under the Emirati Consumer Law, provided that, to the extent that the Emirati Consumer Law permits White to limit its liability, then White’s liability shall be limited to: © in the case of services, supplying the services again or payment of the cost of having the services supplied again; and (d) in the case of goods, replacing the goods, supplying equivalent goods or repairing the goods, or payment of the cost of replacing the goods, supplying equivalent goods or having the goods repaired.
Limitation of Liability and Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT SHALL A DISCLAIMING ENTITY (AS DEFINED IN SECTION 8 ABOVE) BE LIABLE FOR ANY ACT OR OMISSION (INCLUDING NEGLIGENCE) THAT RESULTS IN ANY DIRECT OR INDIRECT LOST PROFITS, LOSS OF DATA, OR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE SERVICES, INCLUDING WITHOUT LIMITATION THE USE OF, INIILITY TO USE, OR UNAVAILABILITY OF THE PAYMENT SERVICE. UNDER NO CIRCUMSTANCES WILL ANY OF THE DISCLAIMING ENTITIES (AS DEFINED IN SECTION 8 ABOVE) BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE PAYMENT SERVICE OR YOUR WHITE ACCOUNT OR THE INFORMATION CONTAINED THEREIN.UNDER NO CIRCUMSTANCES WILL WHITE OR NI BE LIABLE TO YOU FOR ANY LOST SALES, REVENUE OR PROFIT OR LOSS OF CUSTOM DUE TO ANY SERVICE FAILURE WHICH RESULTS IN YOU BEING UNILE TO PROMPTLY ACCEPT PAYMENTS FROM YOUR CUSTOMERS.
THE DISCLAIMING ENTITIES ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (B) ANY UNAUTHORIZED ACCESS TO OR USE OF SERVERS USED IN CONNECTION WITH THE SERVICES AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; © ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PAYMENT SERVICE; (D) ANY SOFTWARE BUGS, VIRUSES, TROJAN HORSES, OR OTHER HARMFUL CODE THAT MAY BE TRANSMITTED TO OR THROUGH THE PAYMENT SERVICE; (E) ANY ERRORS, INACCURACIES OR OMISSIONS IN ANY CONTENT OR INFORMATION, FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR INFORMATION, IN EACH CASE POSTED, EMAILED, STORED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE PAYMENT SERVICE; AND/OR (F) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
WITHOUT LIMITING THE FOREGOING PROVISIONS OF THIS SECTION 9, THE DISCLAIMING ENTITIES’ CUMULATIVE LIABILITY TO YOU SHALL BE LIMITED TO DIRECT DAMAGES AND IN ALL EVENTS SHALL NOT EXCEED IN THE AGGREGATE THE AMOUNT OF FEES PAID BY YOU TO White DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
THIS LIMITATION OF LIABILITY SECTION APPLIES REGARDLESS OF THE LEGAL BASIS ON WHICH THE CLAIM IS BASED, INCLUDING WITHOUT LIMITATION CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER BASIS. THE LIMITATIONS APPLY EVEN IF White OR NI HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
THE PROVISIONS OF THIS SECTION 9 SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
Disputes; Choice of Law; Jurisdiction and Venue
You agree that any disputes arising out of or relating to this Agreement or the Payment Service shall be resolved in accordance with this Section 10. This Agreement is governed by the laws of the Emirate of Dubai, UAE. Each party submits to the jurisdiction of the courts of that Emirate of Dubai and any courts of appeal from them.
Headings are included for convenience only, and shall not be considered in interpreting this Agreement. The Agreement does not limit any rights that we may have under trade secret, copyright, patent or other laws. White’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.
Right to Amend
White has the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Payment Service or software with notice that White in its sole discretion deems to be reasonable in the circumstances, including such notice on White’s website or any other website maintained or owned by White for the purposes of providing services in terms of this Agreement. Any use of the Payment Service or software after White’s publication of any such changes shall constitute your acceptance of this Agreement as modified.
This Agreement, and any rights and licenses granted hereunder, may not be transferred, charged or assigned by you without our prior written consent, but Whites rights and obligations under this agreement may be assigned by White without consent or other restriction.
White and NI may at any time without notice to you set off any Liability owed by White or NI (as the case may be), to you on any account against any Liability owed by You to White or the NI (as the case may be) under or in connection with this agreement. For the purpose of this Section, “Liability” means any debt or monetary liability, irrespective of whether the debt or monetary liability is future or present, actual or contingent.
Change of Business
You agree to give White at least 30 days prior notification of your intent to change your current product or services types, your trade name or the manner in which you accept payment.
You agree to provide White with prompt notification if any step is taken to appoint a receiver, a receiver and manager, a trustee in bankruptcy, a liquidator, a provisional liquidator, an administrator or other like person of the whole or any part of your assets or business. You also agree to promptly notify White if you cease to carry on business, you cease to be able to pay its debts as they become due, any step is taken by a mortgagee to take possession or dispose of the whole or any part of its assets, operations or business, any step is taken to enter into any arrangement between you and your creditors or of any adverse change in your financial condition, any planned or anticipated liquidation or substantial change in the basic nature of your business, any transfer or sale of 25% or more of your total assets or any change in the control or ownership of you or your parent entity. You will also notify White of any judgment, writ, warrant of attachment, execution or levy against 25% or more of your total assets not later than three days after you obtain knowledge of it. You also agree to promptly notify White where, if you are a partnership, any step is taken to dissolve that partnership or a partner dies.
This Agreement binds you and your respective heirs, representatives, and permitted and approved successors (including those by merger and acquisition) or any permitted assigns.
Third Party Services and Links to Other Web Sites
No party will be liable for delays in processing or other non-performance caused by such events as fires, telecommunications failures, utility failures, power failures, equipment failures, labour strife, riots, war, terrorist attack, non-performance of White’s vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control, except that nothing in this section will affect or excuse your liabilities and obligations under Section D (Section 6), including without limitation for Reversals, Chargebacks, Claims, fines, fees, refunds or unfulfilled products and services.
These terms and conditions and all policies and procedures that are incorporated herein by reference constitute the entire agreement between you and White with respect to the provision of the Payment Service. In the event of a conflict between this Agreement and any other White agreement or policy, this Agreement shall prevail on the subject matter of this Agreement.
Except as expressly provided in this Agreement, these terms describe the entire liability of White, NI and White’s vendors and suppliers and sets forth your exclusive remedies with respect to the Payment Service and your access and use of the Payment Service.
If any provision of this Agreement (or portion thereof) is held to be invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.
In addition to any provision that is expressly stated to survive termination or is reasonably necessary to accomplish or enforce the purpose of this Agreement, the following sections of this Agreement survive and remain in effect in accordance with their terms upon the termination of this Agreement: Sections A(4), A(14) C(9), C(10),C(11),C(14), C(15),C(16), C(17), D(3), D(5), D(6), D(8), D(9), D(10), D(18) and D(19).
Card Network Disclosure
The NI mailing address is Network International, PO Box 4487, Dubai, UAE and its phone number is 04 303 2431. NI discloses that: (a) it is the only entity approved to extend acceptance of Visa and MasterCard products directly to you; (b) it must be a principal to this Agreement; © it is responsible for educating you on pertinent Visa and MasterCard rules with which you must comply, but this information may be provided to you by White; (d) it is responsible for and must provide settlement funds to White; and (e) it is responsible for all funds held in reserve that are derived from foreign currency settlement.
Direct Debit Request Service Agreement
Debiting your account
In the event that the net activity in your account on a day is negative or White needs you to fund your account for any other reason relating to these Terms, you authorise and request White to debit your Bank Account by using the UAE Direct Debit System (UAEDDS).
Transfers to your Bank Account will come from White and the timing of the transfers will be according to your Payout Schedule.
If you’d like details in advance of transfers (both debits and credits), White offers this as a service that you can subscribe to.
It’s your responsibility to:
- Check whether or not your Bank Account can accept debit and credit transfers through UAEDDS
- Ensure that your account has sufficient funds to allow for a debit transfer
- Check your bank statement account details and to verify that all amounts are correct
If transfers are returned to White by your Bank, we may charge you a fee according to your Fee Schedule, in addition to any fees your Bank may charge. If a debit transfer is returned to White because your Bank Account has insufficient funds, it is your responsibility to fund the Bank Account so that we can re-process the debit transfer.
Inquiries, Errors, and Disputes
If you believe there has been an error in debiting your account, you should notify us. You can also notify your own Bank.
If there has been an error, we’ll arrange with your Bank to adjust your account and we’ll notify you of the amount of the adjustment.
If we don’t find an error, we’ll respond to your query with evidence of the correctness of the transfer.
Changes to this Direct Debit Request and Service Agreement
White will provide you with Notice at least 14 days before any changes to this Direct Debit Request Service Agreement. If you’d like to amend this Direct Debit Request Service Agreement or to request that a transfer be deferred or altered, you can do so providing White notice at least 7 days beforehand or by emailing us. You can also request that a transfer be stopped, cancelled, or deferred through your Bank.