Merchant Terms & Conditions

These Merchant Terms and Conditions (“Agreement”) set out the terms on which Saudi Digital Payments Company will enable the Merchant to accept payment for Products through stc pay’s Wallet Services.

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

DEFINITIONS
The following defined terms appear in this Agreement:

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

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

“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 stc pay.

“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.

“Intellectual Property Rights” means all patent rights, copyrights, semiconductor topography rights, 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 disaster; 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.

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

“Merchant Web Site” means the web site 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 stc pay to execute a Transaction authorised 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 stc pay from its Settlement Account an amount corresponding to a Refund Amount.

“Service” means the service provided by stc pay described in this Agreement that includes the processing of Transactions on behalf of the Merchants relating to the purchase of Products 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 stc pay 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 stc pay for the Service.

“Settlement Account” means the bank account of the Merchant maintained at a bank located in Saudi Arabia that is designated by the Merchant and notified in writing to and approved by stc pay for receipt of funds.

“stc” means Saudi Telecom Company, and its subsidiaries and affiliates.

“stc pay”, “we”, “us”, “our” means Saudi Digital Payments Company, a single person limited liability company registered in the Commercial Register under number 1010901344 in Riyadh, Kingdom of Saudi Arabia.

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

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

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

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

2.2 The Merchant acknowledges and agrees that:

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

(b) stc pay processes Transactions on behalf of the Merchants.

2.3 The Merchant acknowledges that stc pay is offering and continues to offer the Service to the Merchant on the condition that the Merchant satisfies all due diligence and identity checks stc pay may conduct, and that the Merchant complies with stc pay regulatory and anti-money laundering requirements. The Merchant will provide all assistance requested by stc pay 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 stc pay may require.

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

2.5 stc pay 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 authorises a purchase with his Wallet Service, stc pay will after receiving a Payment Order from the Merchant process the Transaction on behalf of the Merchant through the appropriate payment processing network. stc pay will transfer all funds in respect of Transactions to the Merchant’s Account. The Merchant may from time to time request via the stc pay 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 that is purchased by a Customer through a legitimate sale of the Product.

2.8 stc pay 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 stc pay from time to time. Such policies may include:

(a) The stc pay Policies and Guidelines notified to the Merchant from time to time;

(b) stc pay’s technical and implementation requirements; and

2.11 stc pay may change or suspend the Service, in whole or in part, as necessary to perform maintenance or updates to the Service, or where stc pay 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.

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 stc pay 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, stc pay may collect the Merchant’s debt to stc pay by debiting the Merchant’s Account following a subsequent Transaction or by any other means not prohibited by law.

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

SERVICE IMPLEMENTATION
3.1 As part of the Merchant’s implementation of the Service and as a condition of stc pay providing the Service, the Merchant will establish, register and maintain a Settlement Account with the Service.

3.2 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. stc pay may require the Merchant to provide additional information from time to time as a condition of continued use of the Service, or to assist stc pay in determining whether to permit the Merchant to continue to use the Service.

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

3.4 stc pay will investigate Service Disputes, provided that the Merchant provides reasonable assistance to stc pay as requested by stc pay, from time to time. To avoid Service Disputes, the Merchant hereby undertakes to respond to and resolve with stc pay any Customer enquiries and claims that stc pay passes on to the Merchant within a maximum period of three (3) Business Days of the Merchant’s receipt of such enquiries and claims.

3.5 Any Service Dispute should in the first instance be referred to stc pay’s Customer Support Team. For more information please visit www.stcpay.com.sa; or contact stc pay call center at (from within the Kingdom of Saudi Arabia) 920011444.

BRAND FEATURES
4.1 Subject to the terms and conditions of this Agreement, stc pay grants to the Merchant a limited, non-exclusive licence (without the right to sub-license) during the term of this Agreement to display those stc pay Brand Features provided to the Merchant by stc pay solely for use in connection with the implementation of the Service. stc pay may revoke the licence 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 stc pay, stc and its affiliates a limited, non-exclusive (except as set out in this clause) licence (without the right to sub-license) 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 licence) in or to any Brand Features of the other party.

SERVICE FEES AND PAYMENT TERMS
5.1 (a) The Merchant will pay the Service Fees specified by stc pay from time to time. The fees will be communicated to the Merchant via email or the App, as stc pay may determine at its sole discretion, and You hereby agree to consider such communication valid as of its receipt without any further confirmation. stc pay may in its discretion increase or decrease the Service Fees. All changes to Service Fees will be notified by stc pay to the Merchant through the aforementioned communication methods.

(b) To enable a speedy reconciliation process, stc pay will deduct Service Fees automatically and instantaneously from each Transaction such that the Merchant will receive for each Transaction an amount equivalent to the Payment Order less the Service Fees and any applicable value added tax. Any balance Service Fees and/or value added tax will be reflected in the statement(s) communicated as per the preceding paragraph to be paid accordingly.

5.2 stc pay may withhold or reject a Payment Order:

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

(b) If stc pay, 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 stc pay policies, or

(c) In the event stc pay 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 to Customers. 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 authorise a Refund Transaction 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 stc pay’s net income. stc pay is not responsible for, and is not the entity collecting sales or income or other taxes with respect to Transactions.

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 stc pay or in relation to a Customer without stc pay’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 (“Authorised 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 Authorised Person in breach of this clause. The Merchant will protect stc pay 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 unauthorised use, dissemination or publication to any unauthorised 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 authorised 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.

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 stc pay that the Merchant:

(a) Owns and controls the Merchant Web Site(s); and

(b) Has and will maintain throughout the term of this Agreement all rights, authorisations and licences that are required to permit the Merchant to implement the Service.

7.3 The Merchant warrants to stc pay 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.

7.4 stc pay warrants to the Merchant that it will provide the Services with reasonable care and skill.

7.5 stc pay 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.

7.6 stc pay 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.

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;

(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 stc pay for the related Service Fees 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.

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.

ANNEX A
Fee
Offline Services Free up to 31/12/2019G
Online Services 1.70% will be deducted from any Transaction to the benefit of stc pay.