Terms and Conditions

These terms (“Apaya Terms”), along with the terms set out in the relevant Order Form and the rest of the Agreement, regulate the relationship between Apaya (Merchants) Limited, a company incorporated in the United Kingdom, (“Apaya”, “our”, “we” or “us”) and you and cover your access to the Apaya Platform and use of the Apaya Services.

By accessing the Apaya Platform and using the Apaya Services, you acknowledge that you have read, understood, and agreed to be bound by these Apaya Terms, the Agreement and Privacy Policy, as amended from time to time.

If you do not agree with these Apaya Terms, you must stop accessing the Apaya Platform or using the Apaya Services immediately and must take steps to terminate the Agreement.

1. Definitions

The following terms are used throughout this Agreement and have specific meanings.

“Account” means the account that you are required to register through the Apaya Platform to use the Apaya Services;

“Additional Fees” means the fees payable for the Additional Services, as specified in the Order Form or otherwise agreed in writing between the Parties;

“Additional Services” means any services that Apaya agrees in writing to provide to you in addition to the Apaya Services;

“Agreement” means the Order Form and the Apaya Terms, any other terms, conditions and notices contained or referenced in the Apaya Terms (as amended from time to time) and all other Apaya rules, policies available on the Apaya Platform (including but not limited to the Privacy Policy, guidelines and procedures that may be published from time to time on the Platform);

“Apaya Platform” means the databases, application program interfaces, software development kits, operating systems, or any other technological solutions or tools provided by Apaya from time to time to enable a Merchant to provide a payment solution to End Users of the Merchant;

“Apaya Services” means the services to be provided by Apaya as specified in clause ‎‎2 and includes any Additional Services, the Apaya Platform, and the Apaya Technology;

“Apaya Technology” means the Apaya Platform, any Apaya materials, information and data together with all underlying architecture, systems and database design, hardware, hosting solutions, (operating) software, websites and web portals, owned or licensed by Apaya;

“Apaya Terms” means these terms and conditions, as amended and/or restated, varied or supplemented from time to time;

“Applicable Law(s)” means all the laws, rules, regulations, notifications, guidelines, ministerial decisions or cabinet resolutions in force and effect, as of the date hereof and which may be promulgated or brought into force and effect hereinafter in any Applicable Territory, including judgments, decrees, injunctions, or orders of any court of record, as may be in force and effect during the subsistence of the Agreement;

“Applicable Territory” means (i) the United Arab Emirates and (ii) each Merchant Territory;

“Confidential Information” means any information which is proprietary and confidential to either Party and acquired pursuant to the matters contemplated in the Agreement including but not limited to the Agreement, any of the trade secrets or confidential operations, processes or inventions carried on or used by any Party, any information concerning the organisation, business opportunities, operational concepts, strategic plans, marketing plans and/or concepts, software, finances, transactions or affairs of any Party, dealings of any Party, secret or confidential information which relates to aParty’s business or any of its employees, principals, clients or customers' transactions or affairs, employment and employee data, any Party’s documentation, manuals, budgets, financial statements or information, accounts, dealers' lists, customer lists, marketing studies, drawings, notes, memoranda and the information contained therein, intellectual property or other information relating to the development, marketing, sale or supply or proposed marketing, sale or supply of any products or services by any Party, and plans for the development or marketing of such products or services and information and material which is either marked confidential or is by its nature intended to be exclusively for the knowledge of the recipient alone.

“Connector(s)” means a legal entity which, via an agreement with Apaya, makes a specific payment method or mechanism available to you through the Apaya Platform including, but not limited to, payment gateways, payment processors, fraud protection providers, identity verification organisations and marketing providers.

“Effective Date” means the date on which you register to use the Apaya Services via an Order Form;

“End User(s)” means customers of the Merchant who use the Apaya Services to pay for your goods and services;

“Fees” means (i) the Subscription Fee and (ii) any Additional Fees;

“Government Authority” means any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, or any government authority, agency, department, board, commission or instrumentality of each Applicable Territory;

“Merchant Territory”means (i) any territory in which you are incorporated and (ii) any territory in which you supply goods and/or services;

“Order Form” means each order form issued to you by Apaya that details, amongst others, the applicable Fees, and which is incorporated in this Agreement by reference;

“Party” means Apaya or the Merchant and “Parties” means Apaya and the Merchant;

“Privacy Policy” means the privacy policy which outlines Apaya’s privacy practices in relation to the use of the Apaya Platform and which is available at www.apaya.io/privacypolicy ;

“Subscription” means the subscription, purchased by the Merchant (as per the Order Form) which entitles the Merchant to access and use the Apaya Services for the Subscription Fee in accordance with the Agreement.

“Subscription Fee” means the subscription fees payable for the Apaya Services as provided in the Order Form;

“Term” means the term of the Agreement;

“Transaction(s)” means a payment for your goods and/or services which is requested by an End User via the Apaya Platform;

“you”, “your”, “Merchant” means the merchant entity listed on an Order Form.

2. About Apaya

2.1 Apaya offers you the following services:

(a) The Apaya Platform is an online portal, which can be accessed at www.apaya.io, where you can set up and manage your Account, build and manage your payments, workflows, set-up and manage your Connector partnerships, and access all Apaya reporting and policies;

(b) A single payment integration and unified application programme interface (“API”), together with a software development kit that provides a front-end checkout experience for you to offer your End Users the opportunity to make payments for your goods and/or services through the Connectors accessible through the Apaya Platform;

(c) The Apaya Technology, which includes the ability to identify and authenticate the End User and optimize their experience accordingly; and

(d) Any Additional Services,

(collectively, the “Apaya Services”).

2. 2 Apaya is not a payment gateway or merchant account provider and we do not assume any direct or indirect liability or responsibility in connection with any Connector or their operations.

3. License

3.1 In consideration of you paying the Fees pursuant to the Agreement, we grant you a limited, non-exclusive, non-transferable license, without the right to grant sub-licenses, to access and utilize the Apaya Platform during the Term for your own internal business operations (“License”).

4. Access to Apaya Platform and availing Apaya Services

4.1 To use the Apaya Services, you must create an Account on the Apaya Platform. You shall use your Account only for yourself and for your own business purposes. You agree and acknowledge that you are solely responsible for maintaining the security of your Account and for all activities that occur under your Account and any other actions taken in connection with your Account. You undertake to provide accurate and complete information and to keep your Account information updated. You agree to notify us immediately of any unauthorized use of your Account, or any other breaches of security. We will not be responsible for any liabilities, losses, or damages of any nature and howsoever described which arise out of the unauthorized use of your computer, mobile device, or other computing device and/or your Account.

4.2 You may not impersonate someone else, create or use an Account for anyone other than yourself, provide an email address other than your own, create multiple Accounts, or provide or use false information to obtain access to an Account.

4.3 We may suspend access to the Apaya Platform without notice where we reasonably believe that you are in breach of the provisions of the Agreement or immediately in the event (i) we suspect or become aware of illegal activity or (ii) where suspension is required by any Connector, Government Authority, court order or Applicable Law.

4. 4 We reserve the right to require you to install and/or update any and all software updates to continue using the Apaya Services.

4.5 You agree that the Apaya Services shall be provided by such Apaya group entity as shall be specified in the Order Form.

5. Integration with Connectors

5.1 You acknowledge that the Apaya Services will enable you to access and integrate with the services of Connectors. You acknowledge and agree that Connectors are independent of Apaya and you may only use any Connector services via the Apaya Services where you have entered into a direct contract with each relevantConnector.

5.2 The use of any Connector is at your own risk. We do not endorse nor make any representation, warranty or commitment, and shall have no liability or obligation whatsoever in relation to your use of any Connector. Any contract entered into with and any transaction completed via any Contractor is between you and the relevant Connector, and Apaya shall have no responsibility or liability in connection therewith.

5.3 Your right to use the Apaya Services is conditional on your compliance with the Connector terms and conditions which apply to your use of the relevant Connector.

5.4 By using the Apaya Services, you consent to each Connector in respect of which you utilise via the Apaya Services, accessing your error code, fraud, chargeback and authentication and authorization level data for your transactions for the purposes of reporting and improving and enhancing the functionality and capabilities of the Apaya Technology for you and in general.

5.5 Apaya may interact with Connectors on your behalf in connection with the Apaya Services. You unconditionally authorize Apaya to interact with such Connectors in relation to the Apaya Services. Apaya will make available to you information regarding any intended changes concerning the addition or replacement of any Connector, and give you the opportunity to object to such changes. In the event you do object to any such changes, you shall be entitled to terminate the Agreement by written notice of termination of not less than 30 days prior to the applicable end date, without prejudice to your obligations to make payment as necessary under clause 18.1.

5.6 As part of accessing the Apaya Platform and availing the Apaya Services, Apaya may provide you with convenient links to third-party platform(s) as well as other forms of third-party content. These links are provided as a courtesy to you. We have no control over third-party content or platforms or the promotions, materials, information, goods or services available on them. We are not responsible for any third-party content accessed through the Apaya Platform. If you decide to leave the Apaya Platform and access third-party content, you do so at your own risk and you should be aware that the Apaya Terms and policies no longer govern. The Agreement does not authorize you to distribute, publicly display, publicly perform, make available, alter, or otherwise use any third-party content.

6. Security

6.1 Apaya has implemented and will maintain security systems for the transmission of Transactions and associated data, consisting of encryption and ‘firewall’ technologies that are understood in the industry to provide adequate security for the transmission of such information over the internet. Apaya will maintain commercially reasonable procedures to protect all the personal information regarding you and the End Users that is stored in our servers from unauthorized access and accidental loss or modification. Apaya takes security very seriously and is committed to invest and update our security measures in a timely manner to ensure that they are, at all times, of a level commensurate with industry practices. However, we are unable to guarantee that unauthorized third-parties will not be able to access personal information provided to us. As such, you acknowledge and agree that all such personal information and data relating to you and your End Users is provided at your own risk.

6.2 You are solely responsible for ensuring that any Connector which you choose to use via the Apaya Services complies with applicable data privacy and security requirements under the PCI-DSS and complies with Applicable Laws related to the processing of personal data. Apaya does not provide any warranty or representation as to such compliance by any Connector.

7 Subscription and Fees

7.1 On or before the 3rd working day of every month, Apaya shall issue an invoice to you in respect of the preceding calendar month which shall include the Fees.

7.2 The Merchant may upgrade their Subscription by written notice to Apaya or via the ‘Manage my Account’ function on Apaya.io, which upgrade shall apply from the next calendar month following notice.

7.3 You must raise any discrepancy in relation to the invoice within 10 days of receipt of such invoice. You agree that the invoice shall be prima facie evidence of the amounts due to Apaya, save for any manifest error. If a discrepancy is not raised by you within the period specified above, then such invoice shall be deemed irrevocably accepted by you for the purpose of determining the amounts due to Apaya.

7.4 You shall pay such invoices within 15 days in US Dollars (USD), or a currency agreed in writing with us.

7.5 Apaya may, without liability to you, suspend your Account and/or access to all or part of the Apaya Services in the event any Fees are not paid according to this Agreement, unless a bona fide dispute has been raised in accordance with clause 7.3.

7.6 You shall be solely responsible for determining what, if any, taxes apply to Transactions and collecting, reporting and remitting the correct tax to the appropriate tax authority.

7.7 The Merchant agrees that its obligation to pay the Subscription Fees is an annual obligation, notwithstanding that such fees may be expressed in the relevant Order Form as a monthly fee.

8. Merchant Obligations and Undertakings

8.1 You shall co-operate with Apaya in relation to the Agreement and the Apaya Services, and shall grant to Apaya such access and licenses as are necessary in order for Apaya to provide the Apaya Services.

8.2 You shall not (i) except to the extent expressly permitted under the Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any part of the Apaya Technology in any form or media or by any means; or (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceptible form all or any part of the Apaya Technology; or (iii) access all or any part of the Apaya Technology in order to build a product or service which competes with any of the Apaya Technology; or (iv) except to the extent expressly permitted under the Agreement use the Apaya Technology to provide services to third-parties; or (v) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Apaya Technology available to any third-party; or (vi) attempt to obtain, or assist third-parties in obtaining, access to the Apaya Technology, other than as expressly provided for in the Agreement.

8.3 You shall not transmit any data through the Apaya Platform that contains or installs any viruses, worms, malware, trojan horses, or other content that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third-party.

8.4 You shall not, under any circumstances, use the Apaya Services in connection with any goods and/or services that are banned or unlawful in any Applicable Territory, including for the avoidance of doubt for gambling, betting, narcotics, and pornography.

8.5 You may use the Apaya Services for only legitimate transactions with your End Users. We are not responsible for your goods and services. You agree and acknowledge that you are solely responsible for the nature and quality of the goods or services you promote and sell, and for any/all delivery, support, refunds, returns, and for any other ancillary services you provide to End Users.

8.6 You acknowledge and agree that you are responsible for determining whether any transaction undertaken by your End Users using the Apaya Services is suspicious or accidental and for any losses you incur due to any such suspicious or accidental transactions in connection with your use of the Apaya Services. Apaya does not conduct or provide any verification or assurance in connection with any End User or their ability to settle any amounts due to you.

8.7 You must at all times comply with Applicable Laws and all Apaya policies communicated to you from time to time, in each case in relation to the use of the Apaya Services, your interaction with Connectors and the provision of your goods and services to your End Users.

8.8 You shall maintain and make available to End Users your internal data protection and/or privacy policy for all End User data, relating to them and their use of your goods and services, that you receive, process or hold. End User data must be collected, processed, retained and transferred in a secure and confidential manner and in accordance with Applicable Law. You shall not without express written consent of Apaya and the End User use any End User data obtained via the Apaya Platform for any purpose other than the delivery of your goods and services and in compliance with Applicable Law.

8.9 You shall ensure that your personnel’s use of the Apaya Services complies with the terms and conditions of the Agreement and you shall be responsible for any breach by them of the Agreement.

9 Apaya’s Obligations

9.1 We shall provide the Apaya Services with reasonable skill and care and use suitably qualified personnel to carry out our obligations under the Agreement.

9.2 We shall ensure that the Apaya Services comply with all Applicable Laws and that all data held with us is held and processed in accordance with Applicable Laws which are binding upon us.

9.3 We shall from time to time publish and/or update our service level agreement, security processes, data protection and privacy policy, and other policies relating to your use of the Apaya Services. Such updates may be in the form of email notification, notifications posted on our websites, notifications added to your account area or any other reasonable communication method. We may from time to time provide suggestions on how you can remain compliant with Applicable Laws outside of the scope of mandatory requirements for the use of the Apaya Services or our existing policies and procedures, however, such suggestions are not intended as and should not be construed as legal or regulatory advice.

10 Intellectual Property

10.1 Other than the intellectual property owned by a Connector, the Merchant acknowledges and agrees that Apaya owns all intellectual property rights in the Apaya Technology. Except as expressly stated herein, the Agreement does not grant the Merchant any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Apaya Technology.

10.2 The Merchant agrees and acknowledges that the Merchant owns all the data pertaining to the End Users and their Transactions. On written request by the Merchant, Apaya agrees to provide the relevant data, including payment card details and payment tokens, to the Merchant in a secure and encrypted form provided that such action does not render Apaya in breach of any Applicable Laws or regulations.

10.3 Notwithstanding the above, you may use Apaya’s trademarks (where authorized to do so) in the following manner:

(a) You may only use the images of Apaya’s trademarks that are made available to you by us;

(b) You shall not use Apaya’s trademarks in a misleading or disparaging way;

(d) You shall not use Apaya’s trademarks in a way that violates Applicable Law or in connection with an obscene, indecent, or unlawful topic or material.

10.4 You acknowledge and agree that Apaya may use your name in Apaya’s marketing materials to identify your relationship with Apaya. You may withdraw this authorization at any time by giving not less than 14 days’ written notice to Apaya.

10.5 Apaya agrees and acknowledges that the Merchant exclusively owns all materials and intellectual property provided by the Merchant to Apaya. Furthermore, if Apaya utilizes any Merchant intellectual property in the course of the Merchant utilizing the Apaya Services, Apaya shall not acquire any ownership in the Merchant’s intellectual property as a result of the Merchant using the Apaya Services.

11 Foreign Jurisdictions

If you are using the Apaya Services from a jurisdiction other than the United Arab Emirates, you should verify whether your use of the Apaya Services is permitted pursuant to the local laws of your Merchant Territory. Apaya makes no representations that the Apaya Services will be available for use in other locations – if you access any part of the Apaya Services from a jurisdiction other than the United Arab Emirates, you do so at your own risk. You may not use the Apaya Services if you reside in a country sanctioned, embargoed or blocked by the United Arab Emirates.

12 Relationship with Apaya

The relationship between you and Apaya under the Agreement shall be that of an independent contractual relationship. Nothing contained in the Agreement shall be construed as creating a partnership, joint venture or agency relationship between Apaya and the Merchant. You are not authorized to make contracts in Apaya’s name, or to transact any business in the name of Apaya, or to assume or create any obligation or responsibility binding on Apaya in any matter whatsoever.

13 Representations and Warranties

(a) You represent and warrant that:

(b) you have the capacity and authority to validly enter into and/or be bound by the Agreement;

(c) you are duly incorporated, validly existing and lawfully licensed to receive the Apaya Services and carry out your business in each Merchant Territory;

(d) you hold all governmental approvals necessary for the provision of your goods and services, and your license and such governmental approvals are valid and up to date; and

(e) you will comply, at your own expense, with all Applicable Laws applicable to you and/or your operations.

14 Confidentiality

14.1 Each Party undertakes that it shall not without the express written consent of the other Party at any time during the Agreement, and for a period of two years after termination of the Agreement, disclose to any person any Confidential Information except as permitted by clause 14.2 herein. Confidential Information also includes provisions of the Agreement.

14.2 Each Party may disclose the other Party’s Confidential Information:

(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the Party’s rights or carrying out its obligations under or in connection with the Agreement. Each Party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other Party's Confidential Information comply with this clause; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

14.3 No Party shall use any other Party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Agreement.

14.4 The provisions of clause 14.1 herein shall not apply to any Confidential Information which:

(a) is or becomes public knowledge other than by breach of this clause;

(b) is already in the possession of a Party without restriction in relation to disclosure before the date of its receipt from the other Party; or

(c) is received from a third Party (who, for the avoidance of doubt, is not a member of the receiving Party's group) who lawfully acquired or developed it and who is under no obligation restricting its disclosure.

15 Disclaimer of Warranties

15.1 The Apaya Platform and Apaya Services are provided on an “AS IS” basis. Apaya makes no representation or warranty that the information provided or that is provided through the Apaya Platform is accurate, reliable or correct; that the Apaya Platform or Apaya Services will meet your requirements; that the Apaya Platform will be available at any particular time; that the Apaya Platform will function in an uninterrupted manner or be secure; that any defects or errors will be corrected; or that the Apaya Platform is free of viruses or other harmful components. You assume full responsibility and risk of loss resulting from their use of information, content or other material obtained from the Apaya Platform.

16 Release and Indemnification

16.1 You agrees that to the fullest extent permitted by law, Apaya shall not be liable or otherwise responsible, to you or to third-parties for any damages or losses (including, without limitation, direct, indirect, incidental, consequential, special, exemplary or punitive damages, lost profits, loss of use, loss of data, personal injury, fines, fees, penalties or other liabilities) that may arise from (i) the failure, interruption or disruption to your access to the Apaya Platform, regardless of whether such access or any related service is provided by Apaya or a third-party; (ii) the conduct, performance, quality, qualification, legality, suitability, accuracy, timeliness, reliability or performance of the Apaya Platform, completeness or delays, breach, omissions, or interruptions in the delivery of any Apaya Services, or information available on or through the Apaya Platform (including without limitation any breach by you of any obligation); (iii) any failure or delay in the execution of any transactions through the Apaya Platform; (iv) any dispute, conflict or disagreement between you and the End Users, the Connectors and/or any third-party in connection with any Apaya Services; or (v) any injury, accident, physical or property damage, loss of profit, property or business reputation, or otherwise that may be caused by or to you,an End User or a Connector as a result of use of the Apaya Platform or Apaya Services. To the extent that the foregoing limitation does not apply, in no event will our total aggregate liability in connection with, or under, the Agreement, your use of, or inability to make use of the Apaya Platform or the Apaya Services, exceed the Fees paid to Apaya in the 12 months prior to the relevant event giving rise to the relevant claim.

16.2 You release Apaya from any and all claims, demands and damages (actual and consequential) or losses of every kind and nature, arising out of any dispute with an End User or a Connector.

16.3 You agree to compensate, indemnify, and hold harmless Apaya from and against any and all claims, demands, actions, losses, damages, assessments, charges, liabilities, costs and expenses (including without limitation lawyers’ fees, penalties, interests or loss of profits) made by an End User, a Connector or any third-party and which may at any time be suffered or incurred by, or be assessed against, Apaya, directly or indirectly, as a result of (i) your violation of the Agreement or the contractual relationship; (ii) errors, mistakes, or inaccuracies of the information available on or through the Apaya Platform; (iii) unauthorized access to or use of Apaya’s servers and/or any and all personal information stored therein, and/or any interruption or cessation of transmission to or from Apaya’s servers, and/or any bugs, viruses, trojan horses, or the like, which may be transmitted by you to or through the Apaya Platform; (iv) any failure or delay in the execution of any transactions through the Apaya Platform; or (v) any dispute, conflict or disagreement with any End User and/or Connector in connection with the Apaya Platform or information.

17 Force Majeure

17.1 Neither Party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure result from any circumstance not within a Party'sreasonable control including, without limitation acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic; terrorist attack, civil war, civil commotion or riots, imposition of sanctions, any law or any action taken by a government or public authority; collapse of buildings, fire, explosion or accident; industrial action or lockouts (other than in each case by the Party seeking to rely on this clause, or companies in the same group as that Party); non-performance by suppliers or subcontractors (other than by companies in the same group as the Party seeking to rely on this clause); or interruption or failure of utility service.

17.2 The time of performance of such obligations shall be extended accordingly. If an event of force majeure occurs and its effect continues for a period of 180 days, either Party may give to the other a notice of termination, which shall take effect 28 days after the giving of the notice. If, at the end of the 28-day period, the effect of the force majeure continues, the Agreement shall stand terminate.

18 Term and Termination

18.1 The Agreement shall come into effect on the Effective Date and continue for a minimum term 12 months (“InitialTerm”). In order to terminate the Agreement during the Initial Term, you must pay to Apaya an amount equal to (i) the amount of the Subscription Fees specified in the relevant Order Form multiplied by 12 less (ii) the amount of Subscription Fees that have been paid since the Effective Date by the Merchant.

18.2 On completion of the Initial Term, you may terminate the agreement on 30 days’ notice to be provided in writing or via the My Account.

18.3 We may terminate the Agreement immediately at any time if (i) you fail to pay any amount due to us or any other person when it falls due; or (ii) you commit a breach of the Agreement which we in our sole discretion judge to be irreparable or you fail to remedy a breach within seven (7) days of notice of the breach; or (iii) you are subject to any corporate action or step taken towards bankruptcy, winding up, liquidation, dissolution, administration, receivership, composition with any creditor or analogous event or circumstance; or (iv) if there is a change in your ownership; or (v) we are otherwise entitled to do so under the Agreement.

18.4 Upon termination of the Agreement for any reason:

(a) We shall cease providing the Apaya Services, you shall cease to have any access to the Apaya Platform and Account, and the right to use any of the Apaya Services and all rights, licenses or other permissions granted under the Agreement shall be immediately revoked.

(b) Any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination shall not be affected or prejudiced.

(c) Each Party shall return or destroy any Confidential Information of the other Party in its possession and shall provide, if requested, certification of destruction.

(d) All provisions of the Agreement which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

19. Order of precedence

19.1 In the event of any conflict or inconsistency between any provision of the Apaya Terms and any Order Form, the provisions of the Order Form shall prevail.

19.2 In the event of any conflict or inconsistency between the provision of two Order Forms, the provisions of the Order Form which is latest in time (based on the date of the relevant Order Forms) shall prevail.

20 Miscellaneous

20.1 Governing Law and Jurisdiction: The Agreement and any access to or use of the Apaya Platform are governed by the laws of Dubai and the applicable federal laws of the United Arab Emirates. The Parties shall seek to resolve any dispute which may arise pertaining to the existence, implementation or interpretation of the Agreement (“Dispute”) by amicable discussions for a period of 30 Business Days (or such other period as they may agree in writing). If the relevant Dispute has not been resolved at the end of such period, it shall be referred to the Courts of Dubai.

20.2 Amendments: You agree that Apaya may amend the Agreement from time to time, and in Apaya’s sole discretion. You agree and undertake to review the Apaya Terms each time you visit the Apaya Platform and/or prior to your use of any Apaya Services. Although we will use our best endeavors to notify you of any amendment to the Agreement through a dedicated link available at the Apaya Platform, we will not be required to provide you with prior notification of such amendments or changes to the Agreement and your continued use of the Apaya Platform or Apaya Services shall constitute your acceptance of such amendments or changes to the Agreement.

20.3 Severability: If any part of the Agreement is held invalid or unenforceable, that part of the Agreement will be construed to reflect the Parties’ original intent. The remaining portions will remain in full force and effect. Any failure on the part of Apaya to enforce any provision of the Agreement will not be considered a waiver of our right to enforce such provision. Apaya’s rights under the Agreement will survive any termination of the Agreement.

20.4 Assignability: Apaya may assign or delegate its rights or obligations under the Agreement, in whole or in part, to any person or entity at any time with or without your consent. You shall not assign or delegate any of their rights or obligations under the Agreement without our prior written consent, and any unauthorized assignment and delegation by you shall be considered as null and void.

20.5 Notices to the Merchant: Reports, statements, notices and any other communications may be transmitted by Apaya to you via the email address provided to Apaya. All communications and notices shall be deemed to be duly served by Apaya to you when electronically sent by Apaya to you to the email address provided by you.

20.6 Notices to Apaya: All notices and any other communications may be transmitted to Apaya (and shall be deemed to be received by or served on Apaya) when electronically received by Apaya at legal@apaya.com.

20.7 Headings: The headings and captions in the Agreement are for convenience only and in no way define or describe the scope or content of any provision of the Agreement.

20.8 Gender Neutral: Wherever used herein and required by the context, the singular number shall include the plural, the plural shall include the singular number, and the use of either gender shall include both genders and the words “hereof” and “herein” and “hereafter” shall refer to the entire Agreement and not to any provision or section.

Terms and Conditions

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