Terms and Conditions

The Terms and Conditions described here constitute a legal agreement (“Agreement”) among the sole proprietor or business listed as the “Merchant” in Ripae service registration page, (the “Merchant” on the registration page, sometimes referred to as “you,” “your”, “user”), Ripae Tech Consult DIFC Pvt Ltd. (“Ripae”), Payment Reseller. (“Reseller”), collectively with Ripae and the payment processing partner referred to as “we”, “our” or “us”).

1. Ripae Merchant Account (the “Service”)
2. The Reseller:The Payment services Reseller is a technical service provider and may offer the services as an agent of one or more financial institutions in the operating countries (each, a “Financial Services Provider”). The processing and settlement of your Transactions (as defined below) (“Payment Processing”) are carried out by the Financial Service Provider. By accepting this Agreement, you are also accepting and agreeing to be bound by the Reseller Terms which are a legal agreement between you and the Reseller.”
   
   Ripae is not a party to the Reseller Terms and is not liable to you in respect thereof. By accepting this Agreement and the Reseller Terms you are agreeing to the creation of an account with the Reseller for Payment Processing (the “Reseller Account”). We reserve the right to change the Reseller, subject to the terms of our agreement with Reseller. In the event of any inconsistency between this Agreement and the Reseller Terms, this Agreement shall prevail, except in the event of any inconsistency between this Agreement and the Reseller Terms concerning Payment Processing or the Reseller Account, in which case the Reseller Terms shall prevail.
   
   The Financial service provider’s role is to accept and process credit card, debit card and other types of payments (collectively “Cards”) with respect to sales of your products and services through internet-based transactions (“Card Not Present Transactions” or “CNP Transactions”). If applicable, POS Equipment permits transmission of data to the Reseller from in-person, point-of-sale transactions (“Card Present Transactions” or “CP Transactions”) as well as manually entered transactions (“Keyed Transactions”). CNP Transactions, CP Transactions and Keyed Transactions shall be referred to herein, collectively, as “Transactions”.

2. The Software – The Financial service provider and Ripae provide the payment software to enable you to use the Service. We reserve the right to require you to install or update any and all software updates to continue using the Service. The foregoing offering is separate and distinct from the Ripae e-commerce and other services that are provided by Ripae under separate terms and conditions, which are independent of this Agreement (such services being a “Ripae Account” and such agreement being the “Ripae Merchant Agreement”).
   
   Our Service may 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 compliance with applicable legal requirements Visa International (collectively, “Visa”) and MasterCard International Incorporated (“MasterCard”), Discover, American Express or other applicable card network (collectively, the “Payment Networks”) payment rules.

3. Authorization for Handling of Funds – By accepting this Agreement, you authorize Financial Service Provider to hold, receive, and disburse funds on your behalf when such funds from your card transactions settle from the Payment Networks. You further authorize Financial service provider to determine the manner of how your card transaction settlement funds should be disbursed to you (such as by ACH credit transaction or sending you a paper check payable to you) and the timing of such disbursements. You also authorize Financial Service Provider to hold settlement funds in a deposit account at a local financial institution pending disbursement of the funds to you in accordance with the terms of this Agreement. You agree you are not entitled to any interest or other compensation associated with the settlement funds held in the deposit account at Local financial institution 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 or grant any security interest or lien in the settlement funds or the deposit account at Local financial institution. From time to time, we may make available to you information in the Merchant Account regarding anticipated settlement amounts that we have received on your behalf from the Payment Networks and are being held by us pending settlement. The settlement information reflected in the Merchant Account is for reporting and informational purposes only, and does not create any ownership or other rights in settlement funds, which are provisional credits only, until such funds are credited to your designated bank settlement account. Your authorizations set forth herein will remain in full force and effect until your Merchant Account is closed or terminated.

4. Payment Methods – Ripae card processing service supports any U.S.- issued card and most non-U.S. issued cards with a Payment Network logo, including credit, debit, pre-paid, or gift cards. Financial Service Provider will only process card transactions that have been authorized by the applicable Payment Network or card issuer. You are solely responsible for verifying the identity of users and of the eligibility of a presented payment card used to purchase your products and services, and Ripae or Financial Service Provider does not guarantee or assume any liability for transactions authorized and completed which may later be reversed or charged back (See Chargebacks section below). You are solely responsible for all reversed or charged back transactions, regardless of the reason for, or timing of, the reversal or chargeback. Ripae may add or remove one or more types of cards as a supported payment card any time without prior notice to you.

5. Customer Service Reseller – Ripae will provide you with customer service to resolve any issues relating to your Merchant Account, your card payment processing and use of our software, and the distribution of funds to your designated bank settlement account. You and you solely, 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 Service.

6. Taxes and Reporting – 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 Service (“Taxes”). It is solely your responsibility to assess, collect, report, or remit the correct tax to the proper tax authority. We are not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction. You acknowledge that we may make certain reports to tax authorities regarding transactions that we process and merchants to which we provide card payment services.

7. Security – Ripae and Financial Service Provider maintain commercially reasonable administrative, technical and physical procedures to protect all the personal information regarding you and your customers that is stored in our servers from unauthorized access and accidental loss or modification. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use such personal information for improper purposes. You acknowledge that you provide this personal information regarding you and your customers at your own risk.

8. Audit Right – If we believe that a security breach or compromise of data has occurred, Ripae may require you to have a third party auditor that is approved by Ripae conduct a security audit of your systems and facilities and issue a report to be provided to Ripae, financial banks, and the Payment Networks.

9. Privacy – Your privacy and the protection of your data are very important to us. Ripae works with Reseller to provide Ripae service, and both Ripae and Reseller may collect or receive certain personal data about you and your customers.

10. Privacy of Others – You represent to us that you are in compliance with all applicable privacy laws, you have obtained all necessary rights and consents under applicable law to disclose to us, or allow Ripae or Financial Service Provider to collect, use, retain and disclose any Cardholder Data that you provide to us or authorize us to collect, including information that we may collect directly from your end users via cookies or other means, and that we will not be in breach of any such laws by collecting, receiving, using and disclosing such information in connection with the Service. As between the parties to this Agreement, you are solely responsible for disclosing to your customers that we are processing credit card transactions for you and obtaining Data from such customers. We will provide some or all of the Service from systems located within the United Arab Emirates and outside Middle East. As such, it is your obligation to disclose to your customers that Cardholder Data may be transferred, processed and stored outside of the United States and, as set forth in our Privacy Policy, may be subject to disclosure as required by applicable law.
    
    If you receive information about others, including Cardholders, through the use of the Service, you must keep such information confidential and only use it in connection with the 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 the buyer customer.

11. Restricted Use – You are required to obey all laws, rules, and regulations applicable to your use of the Service (for example, those governing financial services, consumer protections, unfair competition, anti-discrimination or false advertising). In addition to any other requirements or restrictions set forth in this Agreement, you shall not: (i) utilize the credit available on any Card to provide cash advances to Cardholders,(ii) submit any card transaction for processing that does not arise from your sale of goods or service to a buyer customer, (iii) act as a payment intermediary or aggregator or otherwise resell our services on behalf of any third party, (iv) send what you believe to be potentially fraudulent authorizations or fraudulent card transaction, or (v) use your Merchant Account or the Service in a manner that Visa, MasterCard, American Express, Discover or any other Payment Network reasonably believes to be an abuse of the Payment Network or a violation of Payment Network rules.
    
    You further agree not to, nor to permit any third party to, do any of the following: (i) access or attempt to access our systems, programs or data that are not made available for public use: (ii) copy, reproduce, republish, upload, post, transmit, resell or distribute in any way material from us; (iii) permit any third party to use and benefit from the Service via a rental, lease, timesharing, service bureau or other arrangement; (iv) transfer any rights granted to you under this Agreement; (v) work around any of the technical limitations of the Service, use any tool to enable features or functionalities that are otherwise disabled in the Service, or decompile, disassemble or otherwise reverse engineer the Service, except to the extent that such restriction is expressly prohibited by law; (vi) perform or attempt to perform any actions that would interfere with the proper working of the Service, prevent access to or use of the Service by our other users, or impose an unreasonable or disproportionately large load on our infrastructure; or (vii) otherwise use the Service except as expressly allowed under this section.

12. Suspicion of Unauthorized or Illegal – Use We reserve the right to not authorize or settle any transaction you submit which we believe is in violation of this Agreement, any other Ripae or Reseller agreement, or exposes you, other Ripae users, our Resellers or Ripae or Financial Service Provider to harm, including but not limited to fraud and other criminal acts. You are hereby granting us authorization to share information with law enforcement about you, your transactions, or your Merchant Account if we reasonably suspect that your Merchant Account has been used for an unauthorized, illegal, or criminal purpose.

13. Payment Network Rules – The Payment Networks have established guidelines, bylaws, rules, and regulations (“Payment Network Rules”). You are required to comply with all Payment Network Rules that are applicable to merchants. You can review portions of the Payment Network rules at Visa and MasterCard. The Payment Networks reserve the right to amend the Payment Network Rules. Ripae, reserves the right to amend the Agreement at any time with notice to you as necessary to comply with Network Rules or otherwise address changes in the Service.

The responsibilities listed above do not supersede the terms of this Agreement and are provided to ensure that you understand some important obligations of each party. Local financial institution is the ultimate authority should you have any problems.