These Merchant Terms and Conditions (“Agreement”) set out the terms on which HALA Payments Company will enable the Merchant to accept payment for Products and services through HALA payment system.

This Agreement will be effective from the date of acceptance by the Merchant (“Effective Date”).

1. DEFINITIONS

The following defined terms appear in this Agreement:

“Account” means the e-wallet account HALA holds for the Merchant.

“Brand Features” means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as owned (or licensed) by such party from time to time.

“Business Day” means a day that is not a Friday or Saturday, or a public holiday in the Kingdom of Saudi Arabia.

“Customer” means a person that holds a Wallet Account with HALA.

“Disputes” means any disagreements, litigation, arrangements and/or other such disputes between Customers or other third parties arising from the use of the Service other than Service Disputes.

“Enrollment Form” means the Merchant Enrollment Form completed and signed by the Merchant and submitted to HALA’s approval for the provision of the Service.

“Intellectual Property Rights” means all patent rights, copyrights, rights in software, moral rights, trademark and/or service marks, logos, rights in or relating to databases, rights in or relating to confidential information or trade secrets, rights in relation to domain names and any other proprietary rights (registered or unregistered) throughout the world, including all rights of reversion and rights to any applications and pending registrations and the right to sue for and recover damages for past infringements.

“Force Majeure Event”means any act of God including fire, flood, earthquake or other natural disasters; act of any sovereign including terrorist attacks, war, invasion, act of foreign enemies, hostilities, labor dispute including strike, lockout or boycott; act of failure or interruption or failure of utility service including electronic, power, gas, water or telephone services; acts or failure to act on rulings of administrative boards, government authorities or any other cause beyond the reasonable control of either Party but shall not include causes related to the Parties.

“HALA”, “we”, “us”, “our” means HALA Payments Company, a closed joint stock company registered in the Commercial Register under number 4030548330 Kingdom of Saudi Arabia.

“Merchant”, “you”, “your” means any person or entity that uses the Service to sell Products and receive Purchase Amounts from Transactions.

“Merchant Website” means the website pages of the Merchant that offer Products that can be paid for by means of the Service.

“Payment Order” means the instruction the Merchant gives to HALA to execute a Transaction authorized by a Customer.

“Product” means any merchandise, good, or service that a customer may purchase from a Merchant by using the Service.

“Purchase Amount” means an amount equal to the price of a Product, including any related fees, taxes, shipping charges or handling charges, as applicable.

“Refund Amount” means an amount to be refunded to a Customer in accordance with the Merchant’s return/cancellation policy.

“Refund Transaction” means a transaction by which the Merchant transfers to HALA from its Settlement Account an amount corresponding to a Refund Amount.

“Service”means the service provided by HALA described in this Agreement that includes the processing of Transactions on behalf of the Merchants relating to the purchase of Products/Services between the Merchant and Customer.

“Service Disputes”means any disagreements, complaints, litigation, arrangements and/or other such disputes arising solely from the alleged failure by HALA to meet its obligations under this Agreement or any applicable law and any associated error in the provision of the Service.

“Service Fees” means the fees charged by HALA for the Service.

“Transaction”means the transaction by which HALA transfers an amount equivalent to the Purchase Amount to the Merchant’s Account.

“Wallet Account” means the account held by customers with HALA for the use of the Wallet Service.

“Wallet Services” means the services provided by HALA to Customers, which include the ability for Customers to make payments to the Merchants from their Wallet Account, as well as services provided by HALA to Merchants, which include the ability for Merchants to receive payments into their Accounts and transfer amounts from their Accounts to their Settlement Accounts.

2. THE SERVICES

2.1 HALA provides Wallet Services to its Customers which enables Customers to pay for the purchase of Products or Services supplied by merchants. This Agreement sets out the terms on which HALA enables you to accept the Wallet Service as a means of payment.

2.2 The Merchant acknowledges and agrees that:

(a) HALA offers the Service to facilitate the processing of Transactions on behalf of Merchants to enable payment for Products by Customers; and

(b) HALA processes Transactions on behalf of the Merchants.

2.3 The Merchant acknowledges that HALA is offering and continues to offer the Service to the Merchant on the condition that the Merchant satisfies all due diligence and identity checks HALA may conduct, and that the Merchant complies with HALA regulatory and anti-money laundering requirements. The Merchant will provide all assistance requested by HALA in carrying out such checks and determining compliance with anti-money laundering requirements, including the provision of such additional registration or identity verification information as HALA may require.

2.4 The Merchant acknowledges and agrees that sales of Products are transactions between the Merchant and the Customer and not with HALA.

2.5 HALA is not responsible for the quality, safety or legality of the Products supplied or for any representation made in relation to them.

2.6 When a Customer authorizes a purchase with his Wallet Service, HALA will, after receiving a Payment Order from the Merchant, process the Transaction on behalf of the Merchant through the appropriate payment processing network. HALA will transfer all funds in respect of Transactions to the Merchant’s Account net of “Service Fees” as detailed in section 5 hereunder. The Merchant may from time to time request via the HALA Wallet Services to transfer amounts from the available balance in its Account to such Merchant’s Settlement Account.

2.7 The Merchant will only use the Service to process a Payment Order for a Product/Service that is purchased by a Customer through a legitimate sale of the Product.

2.8 HALA may establish general practices and limits concerning use of the Service without prior notice to the Merchant, including without limitation individual or aggregate transaction limits.

2.9 The Merchant will not use the Service in any way for an illegal or prohibited purpose, and such prohibited use is grounds for immediate suspension of the Service and/or termination of the Agreement.

2.10 The Merchant will comply with all policies and limits concerning use of the Service for Merchants, as published and updated by HALA from time to time. Such policies may include:

(a) The HALA Policies and Guidelines notified to the Merchant from time to time.

(b) HALA’s technical and implementation requirements; and

(c) HALA’s requirements for data security and privacy, as notified to the Merchant from time to time.

2.11 HALA may change or suspend the Service, in whole or in part, as necessary to perform maintenance or updates to the Service, or where HALA has any concerns about the manner in which theMerchant uses the Service.

2.12 The Merchant shall not establish a minimum or maximum Transaction amount as a condition for Customer’s use of the Service to pay for a Product/Service.

2.13 The Merchant shall not add any surcharge to a Transaction for use of the Service.

2.14 In the event that any Transaction is reversed for any reason, HALA may seek to recover such funds from the Merchant by debiting the Merchant’s Account. The Merchant acknowledges and agrees that should there be insufficient funds in the Merchant’s Account, HALA may collect the Merchant’s debt to HALA by debiting the Merchant’s Account following a subsequent Transaction or by any other means not prohibited by law.

2.15 HALA will process Transactions in accordance with its Policies and Guidelines as set out in paragraph 2.10(a) above.

3. SERVICE IMPLEMENTATION

3.1 The Merchant will provide current, complete and accurate registration information and Settlement Account information and will update such information to maintain it as current and accurate. HALA may require the Merchant to provide additional information from time to time as a condition of continued use of the Service or to assist HALA in determining whether to permit the Merchant to continue to use the Service.

3.2 If HALA updates its technical or implementation specifications from time to time, the Merchant will implement such updates or modifications as soon as reasonably practicable, but in any event within thirty (30) days of the date, it receives notice of the update.

3.3 HALA will investigate Service Disputes, provided that the Merchant provides reasonable assistance to HALA as requested by HALA, from time to time.

3.4 Any Service Dispute should in the first instance be referred to HALA’s Customer Support Team. For more information please visit www.Hala.com; or contact HALA call center at (from within the Kingdom of Saudi Arabia) (920000122 / 8003030122).

4. BRAND FEATURES

4.1 Subject to the terms and conditions of this Agreement, HALA grants to the Merchant a limited, non-exclusive license (without the right to sub-license) during the term of this Agreement to display thoseHALA Brand Features provided to the Merchant by HALA solely for use in connection with the implementation of the Service. HALA may revoke the license granted by it in this clause with notice to theMerchant, giving the Merchant a reasonable period of time to stop using the relevant Brand Features.

4.2 Subject to the terms and conditions of this Agreement, the Merchant grants to each of HALA and its affiliates a limited, non-exclusive (except as set out in this clause) license (without the right to sublicense) during the term of this Agreement to display the Merchant Brand Features for use in connection with the Service and in order to fulfil its obligations under this Agreement.

4.3 Each party will own all right, title and interest, including without limitation all Intellectual Property Rights, relating to its Brand Features. Except to the limited extent expressly provided in the Agreement, neither party grants, and the other party will not acquire, any right, title or interest (including, without limitation, any implied license) in or to any Brand Features of the other party.

5. SERVICE FEES AND PAYMENT TERMS

5.1 The Merchant will pay in advance and upfront the Service Fees specified by HALA. The Service Fees are non-refundable.The Service Fees will be communicated to the Merchant via email or the App, as HALA may determine at its sole discretion, and You hereby agree to consider such communication valid as of its receipt without any further confirmation. HALA may in its discretion increase or decrease the Service Fees. All changes to Service Fees will be notified by HALA to the Merchant through the aforementioned communication methods.

5.2 HALA may withhold or reject a Payment Order:

(a) If the Customer has made a claim for a refund;

(b) If HALA, in its reasonable discretion, believes that the relevant transaction:

(i) Is subject to a factual error;

(ii) Involves misconduct or fraud;

(iii) Violates applicable law;

(iv) Violates this Agreement or the Customer Wallet Services – Terms and Conditions; or

(v) Violates applicable HALA policies.

(c) In the event HALA requires additional information from the Merchant to fulfil identity verification or anti-money laundering and terrorism financing requirements.

5.3 The Merchant will maintain a fair policy with regard to the return/cancellation of merchandise or services and adjustment of Transactions. The Merchant will disclose its return/cancellation policy toCustomers. If the Merchant allows a price adjustment, return of Products or cancellation of Products in connection with a Transaction from a Customer, the Merchant will initiate and authorize a RefundTransaction as soon as possible following receipt of the Customer’s request for such refund/adjustment by using the refund function of the Service. The amount of the refund/adjustment cannot exceed the amount shown as the total on the original Transaction. The Merchant is not allowed to accept cash or any other payment or consideration from a Customer in return for preparing a refund to Customer nor to give cash refunds to a Customer in connection with a Product paid for with a Transaction.

5.4 The Merchant will pay any applicable taxes, including sales, use, personal property, value-added, excise, customs fees, import duties or stamp duties or other taxes and duties imposed by governmental entities of whatever kind and imposed with respect to the transactions for services provided under the Agreement, including penalties and interest, but specifically excluding taxes based upon HALA’s net income. HALA is not responsible for and is not the entity collecting sales or income or other taxes with respect to Transactions.

6. CONFIDENTIALITY, DATA PROTECTION AND INTELLECTUAL PROPERTY RIGHTS

6.1 The Merchant will not disclose or cause to be disclosed any confidential and/or proprietary information belonging to HALA or in relation to a Customer without HALA’s prior written consent, except to those employees, agents, representatives or contractors of the parties who require access to such information to perform under this Agreement (“Authorized Personnel”) and who are bound by written agreement not to disclose third party confidential or proprietary information disclosed to the Merchant, or as such disclosure may be required by law or governmental regulation. The Merchant acknowledges and agrees that the Merchant is responsible for any act and/or omission of any Authorized Person in breach of this clause. The Merchant will protect HALA confidential and proprietary information by using the same degree of care (and no less than a reasonable degree of care) that it uses to protect its own confidential and proprietary information of a like nature to prevent its unauthorized use, dissemination or publication to any unauthorized third party.

6.2 The Merchant represents and warrants that all officers, employees, agents, representatives and others having access to its Login Details will be authorized by the Merchant to use the Service and legally bind the Merchant.

6.3 The Merchant will exercise reasonable care to prevent disclosure of any transactional information, other than to the Merchant’s agents and contractors for the purpose of assisting the Merchant to perform its obligations under this Agreement, or as specifically required by law.

6.4 The Merchant will comply with reasonable industry standards for data security and data protection for transactional and Customer information.

7. WARRANTIES

7.1 Each party represents and warrants that it has full power and authority to enter into the Agreement.

7.2 The Merchant warrants to HALA that:

(a) The performance by the Merchant of its obligations under this Agreement will not constitute a breach or default of or otherwise violate any agreement to which the Merchant is a party

(b) It will comply with all laws, regulations and ordinances applicable to or otherwise connected with the Merchant’s use of the Service

(c) The Merchant will not attempt to initiate or receive a transaction using the Service that is, or would be, illegal under any applicable law; and

(d) It will comply with all laws and regulations applicable to the sale of Products and its relationship with Customers.

7.3 HALA warrants to the Merchant that it will provide the Services with reasonable care and skill.

7.4 HALA does not warrant that the Services will meet all of the Merchant’s requirements or that the operation of the Services will be uninterrupted, virus-free, secure or error-free.

7.5 HALA will not be liable for any breach of any term of this Agreement, including any representation, condition or warranty to the extent that the breach concerned results from a failure by the Merchant to fulfil its obligations under this Agreement.

8. LIMITATION OF LIABILITY

8.1 Nothing in this Agreement will exclude or limit either party’s liability for fraud or fraudulent misrepresentation.

8.2 Except to the extent that this Agreement expressly states otherwise, nothing in this Agreement will exclude or limit either party’s liability for breach of the other party’s Intellectual Property Rights.

8.3 Neither party will be liable for:

(a) Any economic losses (including, without limitation, loss of revenues, profits, contracts, data, business, anticipated savings);

(b) Cost of substitute services;

(c) Any loss of goodwill or reputation; or

(d) Any special, indirect or consequential losses, suffered or incurred by that party arising out of or in connection with this Agreement, in any case, whether or not such losses were within the contemplation of the parties at the date of this Agreement.

8.4 Each party’s total liability arising out of or in connection with this Agreement will be limited to no more than an amount equal to the commission payable by the Merchant to HALA for the related ServiceFees for the twelve (12) month period from 1 January and 31 December of the year in which the cause of action giving rise to the liability arose.

9. FORCE MAJEURE

9.1 Should any Force Majeure Event delay the performance by either party of its obligations under this Agreement, the affected party shall notify the other party in writing within seven (7) calendar days of such Force Majeure Event.

9.2 Upon the occurrence of a Force Majeure Event, the affected party duty to perform its obligations under this agreement shall cease until such Force Majeure Event have been remedied and the affected party shall not be liable for any non-performance during such time.

10. INDEMNIFICATION

10.1 The Merchant will indemnify, defend and hold HALA and its affiliates, and/or any financial service provider with whom HALA has an agreement in relation to or in connection with the Services, (the”Indemnified Persons”) harmless from and against any and all third party claims brought against any Indemnified Persons and all liability, loss and expenses (including damage awards, settlement amounts, and reasonable legal fees) incurred or suffered by the Indemnified Persons, arising out of or in connection with:

(a) The Merchant Web Site(s);

(b) The Merchant Brand Features;

(c) The Merchant’s use of the Service otherwise than as permitted by this Agreement; and/or(d) Any Product which a Customer has attempted to, intends to or has acquired using the Service.

11. Duration and termination

11.1 This agreement will begin on the effective date and will continue until it is terminated in accordance with the provisions stipulated here.

11.2 The validity period of the agreement is one calendar year starting from the effective date.

11.3 Hala may suspend the Agreement and/or terminate it in whole or in part with immediate notice in the following cases:

(a) The Merchant commits a serious breach of any provision of the Agreement and such breach cannot be remedied; or

(b) The Merchant commits a serious breach of any of the provisions of the Agreement and this breach can be remedied but the Merchant failed to do so within thirty days of receiving the notice.

11.4 Hala may terminate this Agreement upon immediate notice if the Merchant ceases to operate or was unable to pay his debts within the meaning of insolvency or bankruptcy whether by personal law or legally or otherwise in the event of its insolvency, custodianship, voluntary or involuntary bankruptcy (or any similar legal proceeding) or the initiation of a judicial proceeding.

11.5 Hala may immediately suspend a Merchant’s use of the Service in connection with financial transactions in the following cases:

(a) Merchant is deemed to be in breach of this Agreement (including any of the policies referred to in this document; or

(b) In Hala’s reasonable discretion, the Merchant’s use of the Service creates a financial risk or harm Damage to the reputation of Hala, the Service, and/or any of the payment systems used to process financing transactions or there is a reasonable suspicion of fraud, money laundering, or other illegal activity by the merchant.

12. ACKNOWLEDGEMENT OF RISKS IN ELECTRONIC TRANSACTIONS

The Merchant has carefully considered and realizes that electronic transactions contain risks and accepts any consequent damages incurred from such electronic transactions. The Merchant agrees to strictly comply with the following:

In case of receipt of the payments for goods and/or services, the Merchant must keep, for not less than eighteen (18) months, sales record or proof of trade, delivery of goods/services and receipt of payments such as tax invoice, shipping slip, receipt, etc. as proof in any disputes happen thereafter. If the Company desires to verify the Merchant transactions’ , the Merchant agrees to provide the Company with all relevant information and documents immediately. The Merchant also agrees to assist the Company in order to acquire such information and documents and shall not, in any circumstances, obstruct, weaken, destroy or hinder the Company from acquiring such information and documents.In case of refusal and/or non-receivable payment, card cancellation or hold, or having a reasonable suspicion cause regarding the dishonest use of the card or any other reasons causing the Company’s money to be deducted or compensated or claimed as damages by any banks, financial institutes or other persons, the Merchant agrees to immediately reimburse the Company the full amount that is entitled to the Company and to set-off such amount with the amount of payment for goods and/or services payable to the Merchant without any objection or attempt to decline the said responsibility in all respects.

13. MARKETING ACTIVITIES

13.1 From time to time as mutually agreed by and between the Company and the Merchant, the Company may advertise and publicize the specific Services provided to the Merchant and the Merchant shall provide the cooperation with the Company in the advertisement and publication through various media or other networks.

13.2 In case the Merchant uses any other service, method or channel for receiving payments for goods and/or services from customers or clients, provided by other service provider(s) other than the Company, theMerchant agrees to publicize, advertise, support or giving any privilege to such service granted by the other service provider(s), in a manner to negatively affect the image of the services offered by the Company.

14. THIRD PARTIES

The terms of this Agreement may be enforced only by a party to it or such party’s successors and permitted assignees.

15. GOVERNING LAW AND DISPUTE RESOLUTION

This agreement shall be governed by and construed in accordance with the Laws and Regulations of the Kingdom of Saudi Arabia. Any dispute arising out of this Agreement shall be submitted to theCommittee for Banking Disputes.

16. COMMUNICATIONS AND NOTICES

16.1 This Agreement is concluded in English and Arabic, and unless provided for to the contrary in this Agreement, any and all notices or other communications or deliveries required or permitted to be made under this Agreement will be in writing and in English and Arabic. Any translations are provided for convenience only and in the event of a discrepancy between the English and Arabic version and a translation, the Arabic version shall govern.

16.2 HALA may communicate with the Merchant regarding the Service by means of electronic communications, including

(a) sending email to the Merchant’s email address, or

(b) posting notices or communications on a HALA Website. The Merchant agrees that HALA may send electronic communications to the Merchant in relation to any matter relating to the Merchant’s use of the Service including the Agreement (and revisions or amendments to the Agreement).

17. GENERAL

17.1 This Agreement (including the URLs provided here in) constitutes the entire agreement between the parties in relation to its subject matter and supersedes any previous contracts or arrangements of any kind between the parties relating to its subject matter.

17.2 HALA reserves the right to amend such terms and conditions from time to time and shall communicate such changes to the Merchant via the electronic means referred to in this Agreement. HALA will communicate any changes in terms and conditions at least 30 calendar days in advance of any such changes being implemented. In the event that a customer does not wish to agree to the revised terms and conditions, the customer reserves the right to end the contractual relationship at no charge.

17.3 In accordance with the regulations and rules specified by the Central Bank, it is not allowed to add a “non-Saudi” as an authorized person on the account of the individual institution, and it is allowed to authorize a non-Saudi “in accordance with the regulations issued by the Central Bank” on corporate accounts.

17.4 In accordance with the regulations and rules for opening/operating accounts issued by the Central Bank, which states that the validity of the authorization is granted until the owner informs the company of its cancellation through the application or the expiry of the permitted period of the authorization (five years) or when the authorization’s identity expires and has not been renewed.

17.5 In accordance with Hala’s internal customer segment classification, the company has the right to impose cash and non-cash limits on transfers, withdrawals, the number of point-of-sale devices, and the number of wallets delegates, according to the company’s internal customer segment classification, as it considered appropriate.

17.6 The monthly replenishment of your Wallet should not exceed the amount of SAR 20,000 and the average balance is SAR 100,000, which does not come from POS machines.

17.7 The Merchant is obligated to pay the POS monthly subscription fee and if he wishes to cancel the POS device or the service, he must hand over the POS device to Hala first, and in case that the POS device is not delivered, he is obligated to pay the value of the POS device reflected in this agreement in addition to the overdue subscription fees, for the cancellation request to be accepted.

17.8 In the event that duplicate amounts deposited on the Merchant wallet or amounts been deposited in his wallet by mistake, the Merchant shall promptly disclose such mistake to Hala and he acknowledges Hala’s entitlement to withdraw such; meanwhile, even if not disclosed by the merchant and Hala has the right to withdraw the amounts from the Merchant’s wallet without having the Merchant’s consent, and in the event that the Merchant withdraws the amounts before they are retrieved by Hala, the Merchant is obligated return the amount within 7 days from the notification after which Hala can start the necessary legal action to retrieve such amount.

17.9 HALA is entitled to collect all fees and payments that are due. The customer shall pay such fees and payments promptly and acknowledges HALA’s entitlement to such even if an invoice/payment notification is not received by the customer.

17.10 In the event, the ownership of the sole proprietorship of Hala’s client is transferred within its commercial register, Hala’s customer (the previous owner of the commercial registry) is obligated to:

• – Pay all financial dues and settle any financial or non-financial claims and rights retroactively from the beginning of the relationship with Hala.
• – Close any wallet open under the previous sole proprietorship registered at Hala.

Once the above is done, the new owner of the sole proprietorship can register at Hala.