Terms and Conditions

These Merchant Terms and Conditions ("Agreement") set out the terms on which WSMA Soft Payments Systems Company will enable the Merchant to accept contactless payment with different payment methods and transaction types for Products and services through WSMA Soft POS. 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 account WSMA 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.
• "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/ KYC" means the Merchant Enrollment Form completed and signed by the Merchant and submitted to WSMA Soft for approval for the onboarding of the Merchant.
• "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.
• "WSMA", "we", "us", "our" means WSMA Soft Payments Company, Registered in the 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.
• "Product" means any merchandise, good, or service that a customer may purchase from a Merchant by using the Service.
• "Refund Amount" means an amount to be refunded to a Customer in accordance with the Merchant's return/cancellation policy.
• "Refund Transaction" It is the process in which the Merchant requires a Refund for an amount that was refunded to the customer, for a product/service they had returned.
• "Purchase Transaction" It is the Initial transaction done by the Merchant to transfer money from the customer to himself for a product/service acquired by the customer.
• "Reconcile Transaction" The transaction in which the Merchant wants all of previous payment that were done by customers on the WSMA Soft Application to be transferred to his personal bank account.
• "Reverse Transaction" It is a transaction that the merchant is able to do within 60 seconds after the purchase to reverse a payment on the spot.
• "Service" means the service provided by WSMA 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 WSMA 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 WSMA for the Service.
• "Transaction" means the transaction by which WSMA transfers an amount equivalent to the Purchase Amount to the Merchant's Account which would be deducted from the customer's bank/card account.

2. THE SERVICES

• 2.1 WSMA Soft is a POS Service which enables Merchants to accept contactless payments and transactions in which customers pay by card for the purchase of Products or Services supplied by merchants.
• 2.2 The Merchant acknowledges and agrees that:
• (a) WSMA offers the Service to facilitate the processing of handling the Transaction with the service provider on behalf of Merchants to enable payment for Products by Customers
• (b) WSMA processes Transactions on behalf of the Merchants.
• 2.3 The Merchant acknowledges that WSMA Soft is offering and continues to offer the Service to the Merchant on the condition that the Merchant satisfies identity checks WSMA may conduct, and that the Merchant complies with WSMA regulatory and anti-money laundering requirements as well as CTF Security programs. The Merchant will provide all assistance requested by WSMA in carrying out such checks and determining compliance with anti-money laundering requirements, including the provision of such additional registration or identity verification information that may be required.
• 2.4 The Merchant acknowledges and agrees that sales of Products are transactions between the Merchant and the Customer and not with WSMA Soft.
• 2.5 WSMA is not responsible for the quality, safety or legality of the Products supplied or for any representation made in relation to them.
• 2.6 WSMA will process the Transaction on behalf of the Merchant through the appropriate payment processing network. WSMA will transfer all funds in respect of Transactions to the Merchant's Account in which the Merchant may request via the WSMA Soft POS Services to "Reconcile" the balance in his personal Account.
• 2.7 The Merchant will only use the Soft POS 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 WSMA may establish general practices and limits concerning use of the Service without prior notice to the Merchant to comply with regulation.
• 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 WSMA.
• Such policies may include:
• (a) WSMA Soft's Privacy Policy and Cookies Policy
• (b) WSMA Soft's Terms and Conditions
• 2.11 WSMA may change or suspend the Service, in whole or in part, as necessary to perform maintenance or updates to the Service, or where WSMA has any concerns about the manner in which the Merchant 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.

3. SERVICE IMPLEMENTATION

• 3.1 The Merchant will provide current, complete and accurate registration information ____ and Bank Account information and will update such information to maintain it as current and accurate. WSMA may require the Merchant to provide additional information from time to time as a condition of continued use of the Service or to assist in determining whether to permit the Merchant to continue to use the Service.
• 3.2 If WSMA 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. Mobile specification should comply with the recommended application specification mentioned in app store.

4. BRAND FEATURES

• 4.1 Subject to the terms and conditions of this Agreement, WSMA Soft grants to the Merchant a limited, non-exclusive license (without the right to sub-license) during the term of this Agreement to display those WSMA Soft's Brand Features provided to the Merchant by WSMA Soft solely for use in connection with the implementation of the Service. We may revoke the license granted by it in this clause with notice to the Merchant, 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 WSMA Soft 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 Service Fees are non-refundable. The Service Fees will be communicated to the Merchant via email or the App, as WSMA may determine at its sole discretion, and You hereby agree to consider such communication valid as of its receipt without any further confirmation. WSMA may in its discretion increase or decrease the Service Fees. All changes to Service Fees will be notified to the Merchant through the aforementioned communication methods.
• 5.2 WSMA may withhold or reject a Transaction/Terminal/Merchant:
• (b) If WSMA, 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 Terms and Conditions; or
• (c) In the event WSMA requires additional information from the Merchant to fulfil identity verification or anti-money laundering and terrorism financing requirements.
• 5.4 WSMA Soft will not be liable for transaction 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. WSMA is not responsible for and is not the entity collecting sales or income or other taxes with respect to Transactions.