Legal

Safepay Services Agreement

Please read our Services Agreement thoroughly

1. Introduction

This Safepay Services Agreement ("Agreement") is a legal agreement and is intended to create legal relations between Safepay (Private) Limited, a private limited company registered with the Securities and Exchange Commission of Pakistan with registration number 0162364 and registered office no. 42C, South Park Avenue, Phase 2 Extension, DHA, Karachi, Pakistan and an authorized payment service provider regulated by the State Bank of Pakistan ("Safepay") and a merchant that shall use the Safepay Services and shall be connected to a Safepay Account ("Merchant").

2. Interpretation

      2.1 Unless the context states otherwise, all capitalized terms used in this Agreement shall have the meanings ascribed to them in Definitions below.
      2.2 In this Agreement, except where the context requires otherwise:
  • words indicating one gender include all genders;
  • words indicating the singular also include the plural and words indicating the plural also include the singular;
  • "written" or "in writing" means hand-written, type-written, printed or electronically made, and resulting in a permanent record;
  • references to clauses are, unless the context otherwise requires, references to clauses of this Agreement;
  • headings shall not be taken into consideration in the interpretation of this Agreement;
  • references to a person shall include any individual, firm, body corporate, unincorporated association, association, joint venture or partnership, in each case whether or not having a separate legal personality; and
  • a reference to any law, or any statutory form, schedule, annexure attached thereto, or any filing required to be made thereunder shall be construed to include such law, statutory form, schedule, annexure or filing as may be amended or replaced from time to time.

3. Effectiveness and Term

This Agreement shall become effective from the Effective Date and shall continue to apply in full force and effect unless terminated in accordance with its terms.

4. Safepay Services

      4.1 Safepay agrees to provide Merchant access to Safepay Services, which includes but is not limited to the processing of payment transactions through various methods, including credit cards, debit cards, and other electronic payment methods. The Safepay Services shall be provided in accordance with the terms and conditions set forth in this Agreement.
      4.2 Merchant acknowledges that Safepay is not a bank and cannot directly accept deposits, provide loans or extend credit.

5. Service Specific Terms

      5.1 The rights and obligations of the parties concerning specific Safepay Services are governed by the Service-Specific Terms applicable to those Safepay Services. In the absence of Service-Specific Terms for a particular Safepay Service, the provisions of this Agreement shall solely govern. By accessing or utilizing any Safepay Service, the Merchant agrees to be bound by the relevant Service-Specific Terms and also the terms of this Agreement.
      5.2 In the event of any inconsistency or conflict between the provisions of this Agreement and the Service-Specific Terms, or any other terms incorporated by reference into this Agreement, the following order of precedence shall apply unless explicitly stated otherwise: (a) the Service-Specific Terms; (b) the terms of this Agreement; and (c) any other incorporated terms.

6. Acceptable Use of Safepay Services

      6.1 The Merchant shall only use the Safepay Services in compliance with Safepay's Acceptable Use Policy for a legitimate and legal Transaction with Merchant's Customer for the specific business on-boarded with Safepay and shall not use the Safepay Services for any personal transactions including but not limited to sending money for purposes other than a Transaction or for any other purposes prohibited by this Agreement.
      6.2 Merchant shall not:
  • (i) work around any of the technical limitations of the Safepay Services or enable functionality that is disabled or prohibited;
  • (ii) perform or attempt to perform any actions that would interfere with the normal operation of the Safepay Services or affect use of the Safepay Services by other users; or
  • (iii) impose an unreasonable or disproportionately large load on the Safepay Services.
      6.3 The Merchant shall be independently responsible for complying with all Applicable Laws related to its use of the Website and the Safepay Services.

7. Safepay Account and API Keys

      7.1 In order to use the Safepay Services, the Merchant shall create a Safepay Account on the Website. Safepay shall also allow the Merchant to provide access of its Safepay Account to multiple people in different roles. The Merchant shall bear full responsibility for all activities conducted through its Safepay Account. It is the Merchant's duty to monitor access to its Safepay Account and to implement adequate security measures and controls to mitigate the risk of security incidents and protect against any unauthorized access or misuse, regardless of the manner.
      7.2 Safepay shall also make publishable and secret API keys for live and test Transactions using the Safepay Services available to the Merchant. Publishable keys identify Transactions with the Customers, and secret keys permit any API call to the Merchant's Safepay Account. The Merchant is solely responsible for securing the secret keys and shall not publish or share them with any unauthorized persons.
      7.3 Merchant further undertakes to ensure that any person that has been provided access to the Safepay Account and/or the API Keys by the Merchant has taken all reasonable steps to protect the security of the personal electronic device through which they or any other person access the Safepay Account and/or the API Keys (including not sharing their device with any unauthorized third party).
      7.4 Safepay shall not be held liable for any losses or damages incurred by the Merchant for any mis-use of the Safepay Account and the API Keys if the Merchant shares its Safepay Account's log in details and/or the API Keys with any third party.

8. Safepay Charges and Taxes

      8.1 In consideration of the Safepay Services to be provided to the Merchant under this Agreement, the Merchant agrees to pay the applicable Service Charges to Safepay in accordance with Pricing available here, which may be amended by Safepay from time to time with reasonable notice.
      8.2 In the case that Merchant refunds a Transaction, for any reason whatsoever, Safepay reserves the right to not reimburse the Safepay Charges and Taxes already charged for the Transaction either partially or entirely and/or charge Merchant a penalty in connection with this up to the value of any loss incurred by Safepay in processing such refund.
      8.3 Safepay's Charges exclude all Taxes, except where expressly stated otherwise in the applicable pricing documentation. The Merchant shall bear sole responsibility and liability for determining which, if any, Taxes or fees are applicable to the sale of the Merchant's products and services, the acceptance of donations, or payments made or received in connection with the use of the Safepay Services; and assessing, collecting, reporting, and remitting all applicable Taxes in relation to the Merchant's business operations.
      8.4 In the event that Safepay is legally obligated to withhold any Taxes, Safepay reserves the right to deduct such Taxes from the amounts otherwise payable to the Merchant and to remit the withheld Taxes to the appropriate taxing authority. Should the Merchant be exempt from paying or be eligible for a reduced rate on such Taxes, the Merchant shall submit to Safepay a valid and legally sufficient certificate attesting to the Merchant's tax-exempt status or eligibility for a reduced tax rate, in which case Safepay shall not withhold the Taxes covered by the certificate.
      8.5 The Merchant is required to provide accurate and complete information regarding its tax status as reasonably requested by Safepay and shall promptly notify Safepay of any inaccuracies or omissions in the tax information prepopulated by Safepay. Safepay may issue and submit tax-related documents to the Merchant and to the appropriate taxing authorities for Transactions processed through the Safepay Services. Furthermore, Merchant agrees and acknowledges that Safepay may be required by law to file periodic informational returns with taxing authorities in relation to the Merchant's use of the Safepay Services.

9. Relationship with Acquiring Bank(s) and Networks (only applicable on Card Payment Method)

      9.1 The Merchant acknowledges and agrees that Safepay may appoint any Acquiring Bank and/or Network as a Sub-Agent on the Merchant's behalf to receive funds from a Customer and/or to perform any actions necessary for the provision and execution of Safepay Services.
      9.2 The Merchant hereby agrees and acknowledges that Merchant's acceptance and use of Safepay Services is subject to applicable Acquiring Bank and Network Rules. The use of Safepay Services by the Merchant constitutes acceptance to all applicable Acquiring Bank and Network Rules, if any. In the event of any inconsistency between any provision of this Agreement and the Acquiring Bank or Network Rules, the applicable Acquiring Bank and Network Rules will prevail to the extent of the inconsistency. The Acquiring Bank and Network Rules may be amended from time to time. Merchant's continued use of Safepay Services constitutes its agreement to those amended terms.
      9.3 The Merchant acknowledges that it has no direct relationship with any Acquiring Bank or Network. All communication and transactions with the Acquiring Bank or Network will be managed by Safepay as part of Safepay Services.
      9.4 The Merchant understands that, in connection with Safepay Services, it is not establishing a depository account with any Acquiring Bank. The relationship with the Acquiring Bank is limited solely to the extent necessary for Safepay to perform Safepay Services.
      9.5 The Merchant acknowledges that any Acquiring Bank and/or Network is not responsible for the provision of the Safepay Services and bears no obligation to provide the Merchant with any information, support, or customer service related to the Safepay Services.
      9.6 The Merchant agrees that in addition to the Safepay Charges, Merchant shall also be responsible for any penalties or fines imposed in relation to the Merchant's Safepay Account by Safepay or the Acquiring Bank, Regulator any Network and/or any other governmental authority.

10. Relationship with Regulator (only applicable on Raast Payment Service)

      10.1 The Merchant acknowledges and agrees that the Safepay Services will also allow Merchants to receive payments from Customers via Pakistan's instant payment system, Raast as implemented by the Regulator.
      10.2 The Merchant hereby agrees and acknowledges that Merchant's acceptance and use of Safepay Services in connection with Raast payments are subject to the applicable rules and regulations set forth by the Regulator for Raast and the Merchant's use of the Safepay Services constitutes acceptance of all such applicable rules and regulations (as amended from time to time). In the event of any inconsistency between any provision of this Agreement and the Raast rules and regulations, the Raast rules and regulations will prevail to the extent of the inconsistency.
      10.3 The Merchant agrees that, in addition to the Safepay Charges, the Merchant shall also be responsible for any penalties, fines, or fees imposed in relation to the Merchant's Safepay Account by Safepay, Regulator or any other third party in relation to Raast transactions.

11. Merchant Business and Customers

      11.1 Merchant hereby agrees and acknowledges that Safepay's principal role is facilitating and managing Transactions between Merchant and the Customers as specifically provided in this Agreement. Safepay explicitly disclaims any involvement or obligation regarding the quality, performance, or delivery aspects of Merchant's products or services that the Customers may choose to purchase or subscribe to or any other activities conducted by the Merchant for which Transactions are initiated.
      11.2 Safepay shall have no responsibility or liability towards a Customer for the nature and quality of the products or services or charitable projects/activities that form the basis of any Transaction. Safepay shall not be responsible in any way for (i) the fulfilment of any Transaction (including, but not limited to, deliveries, maintenance, support, refunds, returns or any add-on services provided by the Merchant to the Customers or (ii) ensuring that any Transaction is fit for any particular purpose.
      11.3 Merchant shall be solely responsible for verifying the identity of any Customer, ensuring that they are authorized to carry out any Transaction on Merchant's platform, and determining their eligibility to purchase Merchant's products or services or make donations, as applicable. In the event that Merchant suspects any fraudulent activity by a Customer, Merchant agrees to notify Safepay immediately and use best efforts to suspend the delivery of the products or services or the acceptance of donations, as applicable.
      11.4 Merchant agrees to make the following information available to the Customers (either through Merchant website/mobile application or any other means of communications):
  • complete description of the goods and/or services being offered for sale or subscription;
  • terms and conditions;
  • refund and return policy;
  • customer service contact including electronic mail address;
  • shipping/delivery policy;
  • privacy policy; and
  • subscription plan terms (where applicable);
  • terms and conditions governing the donation (where applicable);
  • details of the charitable projects or activities conducted by the Merchant (where applicable).

12. Transactions

      12.1 The Merchant agrees that all Transactions conducted by Customers using Safepay Services will be 3-D secured.
      12.2 The Merchant agrees and acknowledges that Safepay is not responsible for any Transactions conducted as part of the Merchant's business or any activity carried out by the Customers and Safepay does not confirm the accuracy, completeness, or typicality of any Transaction for the Merchant's business/activities and has no control over the Customer's identity.
      12.3 The Merchant is solely responsible for identifying and assessing Transactions for errors, fraud, or other suspicious activity, including unintended purchases or unauthorized transactions. If the Merchant has any doubts regarding a Transaction, it shall conduct its own investigation and, if necessary, contact the Customer before fulfillment or completion. In the event the Merchant suspects an unauthorized or otherwise suspicious Transaction, it shall promptly notify Safepay. Upon such notification, Safepay shall take reasonable measures, where practicable, to mitigate potential financial losses.
      12.4 The Merchant acknowledges and agrees that, while Safepay Services incorporate a fraud management system designed to monitor and mitigate suspicious or fraudulent transactions, Safepay does not guarantee or warrant that the Services will provide complete protection against fraud. Safepay shall not be liable for any losses or damages incurred by the Merchant as a result of any erroneous or fraudulent Transactions in connection with the use of the Safepay Services.

13. Refusal of a Transaction

Merchant hereby agrees and acknowledges that Safepay shall have the right to refuse, condition, or suspend any Transaction that Safepay (i) believes may violate this Agreement; or (ii) suspects is unauthorized, fraudulent or illegal; or (iii) suspects exposes Merchant, Safepay, or any other third party to unacceptable risks; or (iv) suspects or know that Merchant or the Customer is using or has used the Safepay Services for unauthorized, fraudulent, illegal purposes or in contravention to the Acceptable Use Policy. Safepay may share any information related to such activity with the Acquiring Bank, Networks, Regulator or any other law enforcement agency consistent with its legal obligations. This information may include information about Merchant, its Safepay Account, the Customers, and Transactions.

14. Appointment of a Reserve

      14.1 Merchant hereby agrees that Safepay shall have the right to impose a Reserve on the Merchants in the following situations:
  • Any activity of Merchant or the Customers increases the risk of loss to Safepay, its Acquiring Bank, or any Network;
  • Merchant has committed a breach of this Agreement;
  • Safepay deems it necessary due to pending disputes, excessive or anticipated excessive Chargebacks, Reversals or Refunds, or other suspicious activity associated with Merchant's use of the Safepay Services and the Safepay Account;
  • Safepay suspects that there has been unauthorized, fraudulent or illegal activity on Merchant's Safepay Account;
  • if Safepay is required to do so by the Acquiring Bank, any Network or the Regulator.
      14.2 Unless restricted by any Law, if Safepay imposes a Reserve, it shall establish the terms of the Reserve and provide Merchant Notice of the amount, timing, and conditions upon which the funds held in the Reserve will be released.

15. Transaction Information

Safepay shall provide information regarding any payment in connection with a Transaction on the Safepay Dashboard. While Safepay provides a transaction history in the Safepay Dashboard, the Merchant shall be solely responsible for compiling and retaining permanent records of all Transactions and other data associated with its Safepay Account as may be required by the Merchant or its business. Safepay is not responsible for maintaining the Merchant's Transaction history or other records in a manner consistent with the Merchant's record retention obligations or requirements.

16. Linked Bank Account

      16.1 The Merchant shall designate a Linked Bank Account in the Safepay Dashboard in connection with their use of Safepay Services. The Merchant represents and undertakes that the Linked Bank Account that is connected to the Safepay Dashboard is a valid bank account opened in the Islamic Republic of Pakistan for the purposes of conducting Merchant's business.
      16.2 Merchant undertakes to keep the Linked Bank Account information up-to-date and valid and promptly provide Safepay with a new Bank Account Maintenance Certificate when the Merchant updates the Linked Bank Account information on the Safepay Dashboard.
      16.3 Merchant represents and undertakes that Linked Bank Account is only used for the sole purpose of conducting the Merchant's business and the Merchant will not use the Linked Bank Account for any personal transactions or any other illegal purposes. The Merchant further agrees and acknowledges that Safepay shall not have any liability for Merchant's usage of the Linked Bank Account for any illegal purpose or any purpose other than the Merchant's business.
      16.4 If the Merchant's Linked Bank Account becomes non-operational and the Merchant fails to designate a new Linked Bank Account, leaving funds associated with its Safepay Account dormant and without settlement instructions, Safepay may, in accordance with Applicable Law, treat such funds as abandoned and remit them to the appropriate governmental authority. Where required by law, Safepay shall make reasonable efforts to notify the Merchant before proceeding with such remittance.

17. Safepay Settlement Account

      17.1 The Merchant agrees and acknowledges that prior to settlement in accordance with provisions below, the Available Net Funds will be held in the Safepay Settlement Account. The Safepay Settlement Account is a pooled account where Safepay accepts, collects, administers and handles funds from all merchants that use the Safepay Services.
      17.2 All Funds in the Safepay Settlement Account will be made available in Pakistani Rupees. The Merchant agrees and acknowledges that Safepay shall apply any foreign exchange rate (for any Transaction in any currency other than Pakistani Rupees) offered by the Acquiring Bank on the date of that Transaction.
      17.3 While the Available Net Funds are within the Safepay Settlement Account, Merchant agrees that Merchant shall not be entitled to access the Available Net Funds prior to the same being credited to the Linked Bank Account. Without prejudice to the foregoing, it is hereby agreed that the ownership of the Available Net Funds shall, at all times (including when the same are in the Safepay Settlement Account), remain with the Merchant.
      17.4 The Merchant agrees and acknowledges that Safepay may administer the Funds as it considers reasonable for the purpose of providing and performing the Safepay Services (for example, if we have to move the Safepay Settlement Account to another Acquiring Bank) provided that Safepay shall provide 10 Business Days' notice in writing before performing any such action.
      17.5 The Merchant agrees and acknowledges that the Funds Safepay collects from a Customer are due consideration for a Transaction and the Merchant shall not have any right to direct any Acquiring Bank to distribute any Available Net Funds, and may not grant or assign any interest in the Available Net Funds held at any Acquiring Bank to any third party until such time the same are deposited into the Linked Bank Account.

18. Settlement into Linked Bank Account

      18.1 Safepay shall also provide funds settlement services as part of the Safepay Services for each successful Transaction to the Merchant via the Linked Bank Account through its settlement bank.
      18.2 Merchant's Linked Bank Account shall be automatically settled with the aggregate Available Net Funds collected by Safepay for Transactions according to the Settlement Schedule. For avoidance of doubt, it is clarified that the Settlement Schedule only provides an estimated time for settlements and delays may occur due to reasons beyond the reasonable control of Safepay. Merchant hereby agrees that Safepay shall have no liability towards the Merchant for any delays in settlement caused by reasons beyond Safepay's reasonable control.
      18.3 Merchant hereby expressly grants permission to Safepay to credit the Linked Bank Account of the Merchant through its settlement Bank with the Available Net Funds for each Transaction and agrees that all settlement obligations on Safepay for a Transaction shall stand discharged following a successful transfer of Available Net Funds to the Linked Bank Account. Thereafter, Safepay shall not have any further liability towards the Merchants in this regard.
      18.4 Merchant hereby agrees and acknowledges to open a bank account with United Bank Limited within 6 (six) calendar months of getting approved as a Merchant with Safepay.

19. Payment Errors

      19.1 Merchant shall notify Safepay immediately if any error is detected while reconciling Transactions. Safepay shall use reasonable endeavors to investigate and rectify the errors where verified.
      19.2 In case Safepay owes any money to the Merchant as a result of any such error(s), it will use its best endeavors to credit the Linked Bank Account with Available Net Funds linked to such error(s) together with any Available Net Funds that would normally be credited to the Linked Bank Account for Transactions that take place on the next Business Day (or as agreed differently) after identification of such error(s).
      19.3 In case Merchant owes money to Safepay as a result of any such error(s), Safepay will reduce any payout of Available Net Funds to the Linked Bank Account by the amount linked to such error(s) that would normally be credited for Transactions that take place on the next Business Day after identification of such error(s).
      19.4 Safepay may also require return of any money owed by Merchant via a bank transfer to any account specified by Safepay. Merchant further agrees that any amounts owed to Safepay will be considered a debt. This debt is payable on demand to Safepay and Safepay shall be entitled to set-off any amounts owed by Merchant against future Funds attributable to Merchant.
      19.5 All claims against Safepay related to errors in payments should be made within 30 (thirty) days after the date of such payment. Failure to notify Safepay within 30 (thirty) days of the date of payment, to the fullest extent permitted by Applicable Law, shall constitute a waiver of Merchant's rights to amounts that are owed to Merchant due to an error.

20. Refunds, Chargebacks and Reversals

      20.1 Merchant shall only process payments authorized by a Customer. Safepay shall only process Transactions that have been authorized by the applicable Network and the card issuer/payment instrument issuer. Safepay does not guarantee or assume any liability for any Transaction authorized and completed that is later subject to a dispute including but not limited to a Refund, Reversal or Chargeback. Merchant shall be solely responsible for all Transactions that are subject to a Refund, Reversal or Chargeback, regardless of the reason for, or timing of, the Refund, Reversal or Chargeback.
      20.2 For clarity, Safepay is not responsible for monitoring any Customer activity on behalf of Merchant. Merchant acknowledges that Safepay Charges are non-refundable, regardless of whether the transaction is accurate, fraudulent, or erroneous. Safepay may (but is not obligated to) assist Merchant with any transaction disputes, but it is not Safepay's responsibility to investigate any Network fees, chargebacks, or related losses for Merchant.
      20.3 Merchant shall be required to maintain information and proof of service or product delivery to a Customer in relation to every Transaction. In case of a dispute, Merchant shall be required to provide such information and proof of service or product delivery to Safepay within two (2) Business Days of request. If after the provision of such evidence a decision is made against Merchant by Safepay, that decision will be final and binding unless Merchant can provide evidence to the contrary to Safepay's satisfaction.
      20.4 In the event that Safepay makes any payment to the Acquiring Bank, any Network and/or a Customer due to a Refund, Reversal or Chargeback or other dispute in connection with a Transaction that Merchant has processed using the Safepay Services, the Merchant agrees that such amounts paid by Safepay will be considered a debt that Merchant owes to Safepay and Safepay will be entitled to set-off any amounts owed by Merchant against future Funds attributable to Merchant's Safepay Account.
      20.5 In the event, Safepay, for any reason whatsoever, is unable to set-off any amounts owed by Merchant to Safepay against any future Funds attributable to Merchant in the Merchant's Safepay Account, the Merchant shall pay such outstanding amount by direct transfer to Safepay within three (3) Business Days' from the date of the demand made by Safepay for the same.

21. Process of Refunds from Safepay Dashboard

      21.1 The Merchant may process a Refund to a Transaction through a Card Payment Method directly through the Safepay Dashboard only within ninety (90) calendar days of that Transaction. After expiry of ninety (90) calendar days of a Transaction, the Merchant will be unable to refund a Customer through the Safepay Dashboard.
      21.2 After expiry of ninety (90) calendar days from the date of Transaction but before expiry of one hundred and twenty (120) calendar days of that Transaction, the Merchant shall request Safepay in writing to process the Refund, in which case Safepay shall either (i) process the Refund directly from back end or (ii) temporarily enable the Merchant to process the particular Refund directly through the Safepay Dashboard. The Merchant acknowledges and agrees that Safepay shall require Customer's information including but not limited to bank name, account number, routing number from the Merchant.
      21.3 The Merchant further agrees and acknowledges that after expiry of one hundred and twenty (120) calendar days of a Transaction, Safepay shall not be responsible for processing any Refunds in any manner whatsoever.
      21.4 The Merchant agrees and acknowledges that for Safepay to process a Refund in relation to a successful Transaction through a Card Payment Method on Merchant's behalf Safepay shall deduct the Available Net Funds associated with the Merchant's Safepay Account against the refunded amount. If the Available Net Funds associated with the Merchant's Safepay Account are less than the amount of the refund(s), Safepay shall reduce any subsequent payout of Available Net Funds to the Merchant's Linked Bank Account by the amount linked to such refund(s) that would normally be credited for Transactions that take place following such refund(s).
      21.5 In the event that Merchant has insufficient Available Net Funds associated to its Safepay Account to process a Refund, Reversal or Chargeback attributable to a Merchant, Merchant agrees to deposit by itself any and all amounts Safepay deems necessary into a bank account specified by Safepay in order to process the relevant Refund.
      21.6 Unless otherwise agreed in writing between the parties, the Merchant shall bear full responsibility for processing refunds to Customers for any Transactions conducted through a Direct Bank Payment Method. This entails that the Merchant must issue the refund directly to the Customer, either via a separate bank transfer or by other means. Safepay shall have no obligation or liability to assist the Merchant in facilitating refunds for Transactions conducted through a Direct Bank Payment Method.

22. Confidentiality

      22.1 The Parties acknowledge that in the performance of their duties under this Agreement, either party may communicate to the other (or its designees) certain confidential and proprietary information, including without limitation information concerning each party's services, know how, technology, techniques, or business or marketing plans (collectively, the "Confidential Information") all of which are confidential and proprietary to, and trade secrets of, the disclosing party. Confidential Information does not include information that:
  • (i) is public knowledge at the time of disclosure by the disclosing party;
  • (ii) becomes public knowledge or known to the receiving party after disclosure by the disclosing party other than by breach of the receiving party's obligations under this section or by breach of a third party's confidentiality obligations;
  • (iii) was known by the receiving party prior to disclosure by the disclosing party other than by breach of a third party's confidentiality obligations;
  • (iv) is independently developed by the receiving party.
      22.2 As a condition to the receipt of the Confidential Information from the disclosing party, the receiving party shall:
  • (i) not disclose in any manner, directly or indirectly, to any third party any portion of the disclosing party's Confidential Information;
  • (ii) not use the disclosing party's Confidential Information for any purpose except to perform its duties under this Agreement or with the disclosing party's express prior written consent;
  • (iii) disclose the disclosing party's Confidential Information, in whole or in part, only to employees and authorized representatives who have a bona fide need to have access thereto for the purposes of this Agreement;
  • (iv) take all necessary steps to ensure that its employees and authorized representatives are informed of and comply with the confidentiality restrictions contained in this Agreement; and
  • (v) take all necessary precautions to protect the confidentiality of the Confidential Information received hereunder and exercise at least the same degree of care in safeguarding the Confidential Information as it would with its own confidential information, and in no event shall apply less than a reasonable standard of care to prevent disclosure.
      22.3 In the event of any legal action or proceedings or asserted legal requirement for disclosure of proprietary or Confidential Information furnished under this Agreement, the receiving party will, to the extent permissible by law, promptly notify the disclosing party and, upon the request and at the expense of the disclosing party, will cooperate with the disclosing party in lawfully contesting such disclosure or obtaining a protective order. Except in connection with any failure to discharge its responsibilities under the preceding sentence, the receiving party will not be liable for any disclosure pursuant to any legal action or proceedings or asserted legal requirement, if no protective order is obtained.
      22.4 All Confidential Information will remain the property of the disclosing party and upon termination and/or expiry of this Agreement the Parties shall forthwith return to the other party all Confidential Information in its possession and in possession of its employees and shall not retain copies of such Information. This obligation to return shall not apply to the transaction data records stored and retained by Safepay pursuant the directions issued by the Regulator.
      22.5 The obligations of confidentiality set out in this clause shall survive expiry or termination of this Agreement.

23. Data Privacy

      23.1 Safepay shall collect personal information that is available from the Registration Documents (such as image, name, birthdate, address and national identification card number) and the same shall be stored and processed in accordance with Safepay's Privacy Policy available on the Website.
      23.2 Merchant agrees and acknowledges that Safepay may share any information from the Registration Documents, any other documents or evidence that Safepay may have requested from Merchant with any Acquiring Bank, Network and/or Regulator in order to:
  • (i) verify Merchant's eligibility to use the Safepay Services;
  • (ii) conduct risk management and compliance reviews; or
  • (iii) facilitate with applicable rules and laws issued by the Regulator and the Network.
      23.3 Safepay also acknowledges and covenants that it shall be responsible for the security and protection of Customer card holder data that it collects and stores. Safepay warrants that it implements access control measures, security protocols and standards including the use of encryption and firewall technologies to ensure that such data is kept safe and secure in compliance with PCI DSS requirements. Safepay also warrants to implement periodical security updates to ensure that our security infrastructures are in compliance with reasonable industry standards.

24. Intellectual Property

      24.1 Any and all Intellectual Property Rights and any other proprietary rights in the data, information, software or hardware including the Safepay Services to be made available for access by Safepay to the Merchant and any technology in respect of and attached thereto shall vest in and continue to be the sole and exclusive property of Safepay.
      24.2 Merchant shall only use the Safepay Services to extent of the licenses or permissions granted by Safepay under this Agreement.
      24.3 Nothing herein contained shall be construed to mean or imply the transfer of any proprietary right, title or interest nor the grant of any copyrights or other Intellectual Property Rights in the Safepay Services from and by Safepay to the Merchant.
      24.4 Merchant hereby agrees and acknowledges that the Acquiring Bank and/or the Networks own all rights, title, and interest in the patents, copyrights (including rights in derivative works), moral rights, rights of publicity, trademarks or service marks, logos and designs, trade secrets, know-how, domain names, database rights and any other intellectual property that belongs to them.
      24.5 Merchant hereby grants Safepay permission to use Merchant's name and logo in Safepay's marketing materials including, but not limited to use on Safepay's Website, in customer listings, in interviews and in press releases.

25. Licenses

      25.1 Safepay hereby grants the Merchant a revocable, non-exclusive, non-transferable license to use the Safepay Services only in the manner described in this Agreement. The license granted to the Merchant in the Safepay Services includes all updates, upgrades, new versions and replacement software for its use in connection with the Safepay Services.
      25.2 Unless agreed by Safepay in writing, Merchant shall not have the right to:
  • (i) alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the Safepay Services or
  • (ii) sublicense the Safepay Services to any third party, whomsoever. Upon expiration or termination of this Agreement, Merchant shall immediately cease all use of any Safepay Services.
      25.3 Safepay reserves the right to suspend, revoke or terminate the license granted to the Merchant to use the Safepay Services at any time if Merchant's use of these is in a manner prohibited by this Agreement.
      25.4 Upon suspension and/or termination of this Agreement and/or any of the Merchant's Safepay Account, Merchant will immediately cease all display, advertising and use of all licenses provided by Safepay to use the Safepay Services.

26. Updates and Maintenance

      26.1 Safepay reserves the right to update, enhance, or modify the Safepay Services from time to time. Such updates may include new features, improvements, bug fixes, or other modifications aimed at improving performance, security, or usability. Safepay will use reasonable endeavors to notify the Merchant of any material updates or changes that may affect the Merchant's use of the Safepay Services but it may require action on Merchant's part before it may use the new Safepay Services (including activation through the Dashboard, or acceptance of new or additional terms).
      26.2 Safepay may perform scheduled maintenance on the Safepay Services to ensure their proper functioning and security. Safepay shall provide the Merchant with reasonable advance notice of any scheduled maintenance activities that may result in temporary unavailability or limited functionality of Safepay Services. The Merchant acknowledges that scheduled maintenance is necessary for the continued operation and improvement of the Safepay Services.
      26.3 Merchant hereby agrees and acknowledges that in certain circumstances, Safepay may need to perform emergency maintenance on the Safepay Services to address critical issues, security vulnerabilities, or other urgent matters. In such cases, Safepay may not be able to provide advance notice to the Merchant. Safepay will, however, use reasonable efforts to minimize the impact of emergency maintenance on the Merchant's use of the Safepay Services and to restore normal operation as quickly as possible.
      26.4 Safepay shall not be liable for any loss, damage, or inconvenience arising from the temporary unavailability of the Safepay Services due to scheduled or emergency maintenance activities, provided that Safepay has acted in accordance with the terms of this Agreement.
      26.5 The Merchant agrees to take all reasonable precautions and implement necessary measures to mitigate any potential impact on its business operations resulting from scheduled or emergency maintenance activities. This may include, but is not limited to, planning for potential downtime and ensuring that critical transactions are completed outside of the maintenance windows.
      26.6 The Merchant acknowledges that updates to Safepay Services may change the appearance, functionality, or performance of the Safepay Services. Safepay will use reasonable efforts to ensure that such updates do not materially and adversely affect the Merchant's use of the Safepay Services. The Merchant agrees to accept and implement such updates as they become available to maintain continued access to and use of the Safepay Services.

27. Warranties and Representations

The Merchant hereby warrants and represents that:
  • it is duly organized, authorized and in good standing under the laws of the Islamic Republic of Pakistan and duly authorized to carry on the business for which it will use the Safepay Services;
  • any Person that enters this Agreement on behalf of the Merchant has been duly authorized to enter into this Agreement with Safepay;
  • it has the capacity, power and authority to enter into and perform its obligations under this Agreement and has taken all requisite corporate actions, as applicable to approve execution, delivery and performance of this Agreement;
  • this Agreement constitutes a legal, valid and binding obligations of Merchant, enforceable against it in accordance with its terms and the fulfilment of its obligations does not and will not constitute or result in a violation of any existing Applicable Laws, or any agreement to which it is a party or the terms of any license held by it;
  • all Registration Documents provided to Safepay as part of the Application are true and currently valid and the Merchant shall promptly update Safepay if there are any changes or updates to such documents during the subsistence of this Agreement;
  • Merchant's use of the Safepay Services and all Transactions conducted through the Safepay Services shall comply with all Applicable Laws, regulations, and prevailing industry standards, including but not limited to those imposed by the Regulator, Acquiring Bank, Networks and any other regulatory authorities.

28. Safepay Disclaimers

Safepay provides the Safepay Services on an "as is" and "as available" basis. Safepay makes no representations or warranties of any kind, express or implied, regarding the operation or availability of Safepay Services, or that the Safepay Services will be uninterrupted, timely and error-free. Except as expressly stated as a "warranty" in this Agreement, and to the fullest extent permitted by Applicable Law, Safepay expressly disclaims all warranties, express, implied, statutory, or otherwise, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising out of the course of dealing, usage, or trade practice. Safepay shall not be liable for any losses, damages, or costs that the Merchant or any other party may suffer arising out of or relating to hacking, tampering, or other unauthorized access or use of the Safepay Services, Safepay Account, or Confidential Information, or Merchant's failure to use or implement anti-fraud or data security measures.

29. Indemnification and Limitation of Liability

      29.1 The Merchant hereby agrees and undertakes to indemnify, keep indemnified, defend and hold Safepay, its directors, officers, shareholders, representatives, successors, assigns employees, and agents (together the "Indemnified Parties") harmless from and against any and all claims, actions, suits, demands, assessments, judgments, losses, liabilities, recoveries, damages, costs and expenses that may be incurred or suffered by the Indemnified Parties resulting or arising from or related to:
  • a breach or non-compliance by Merchant with any terms, representations, warranties, or obligations of this Agreement; or
  • any misuse of the Safepay Account or failure by Merchant to secure the API keys shared by Safepay under this Agreement.
  • any violation or non-compliance by Merchant with any Applicable Laws in relation to this Agreement; or
  • use of the Safepay Services by Merchant under this Agreement; or
  • any negligence, fraud or willful misconduct of Merchant or its employees, contractors, agents or representatives in relation to this Agreement;
  • all third part indemnity obligations Safepay incurs as a direct or indirect result of any act or omission of Merchant (including indemnification of any Acquiring Bank, Network, card issuer or intermediary bank).
      29.2 Safepay shall indemnify, keep indemnified, defend and hold harmless the Merchant against any third-party claim alleging that Safepay's technology, services, or trademarks infringe or misappropriate intellectual property rights ("IP Claim") and shall cover all direct losses, damages, and reasonable legal fees incurred in connection with such claims ("IP Claim Losses"). Safepay's indemnification obligations shall not apply where the IP Claim arises from the Merchant's use of Safepay's technology or Safepay Services in combination with third-party software, hardware, data, or processes not provided by Safepay, the Merchant's failure to use Safepay's technology or Safepay Services in accordance with this Agreement and applicable documentation, the Merchant's breach of this Agreement, or the Merchant's negligence, fraud, or willful misconduct. The Merchant shall promptly notify Safepay of any IP Claim and provide reasonable assistance in its defense. Safepay shall have sole control over the defense and settlement of any IP Claim, provided that the Merchant may participate in the defense at its own expense and that Safepay shall not settle any claim imposing non-monetary obligations on the Merchant without its prior written consent. If an IP Claim arises, Safepay may, at its discretion and cost, modify or replace the infringing technology or Safepay Service to be non-infringing, obtain a license for the Merchant to continue its use, or terminate the Merchant's use of the affected technology or service with thirty (30) days' notice. This clause states the Merchant's sole remedy and Safepay's exclusive liability for any intellectual property infringement claims.
      29.3 Neither Party shall be liable to the other Party for special, incidental, consequential, indirect, punitive or exemplary damages (including but not limited to lost data, lost profits or savings, loss of business or other economic loss) arising out of or related to this Agreement.
      29.4 The Merchant shall have no claim against Safepay for any liability except as expressly provided in this Agreement. To the fullest extent permitted by law, Safepay disclaims all liability, whether arising in contract, negligence, strict liability, tort, or any other legal or equitable theory. Where liability cannot be excluded under applicable law, Safepay's total aggregate liability to the Merchant under this Agreement shall be limited to the total Safepay Charges paid by the Merchant in the one (1) month preceding the event giving rise to such liability.

30. Force Majeure

      30.1 Neither party shall be liable for any failure or delay in performing its obligations under this Agreement, if and to the extent that such failure or delay is caused by, or results from, events beyond the reasonable control of the affected party (hereinafter referred to as a "Force Majeure Event"). Force Majeure Events shall include, but are not limited to, acts of God, natural disasters, fire, flood, earthquake, explosion, pandemics, acts of war, terrorism, civil unrest, strikes, labor disputes, acts or decrees of governmental or regulatory authorities, power outages, or failures in telecommunications or internet services.
      30.2 The party affected by a Force Majeure Event shall promptly notify the other party in writing of the occurrence of such event, detailing the nature of the event and its expected impact on the performance of obligations under this Agreement. The affected party shall exercise all reasonable efforts to mitigate the effects of the Force Majeure Event and to resume full performance of its obligations as soon as practicable.
      30.3 During the continuation of a Force Majeure Event, the obligations of the affected party under this Agreement shall be suspended to the extent and for the duration of the Force Majeure Event. The unaffected party shall also be relieved from its corresponding obligations that are contingent on the performance of the affected party's obligations.
      30.4 If the Force Majeure Event continues for a period exceeding [60] days, either party shall have the right to terminate this Agreement by providing written notice to the other party. Upon such termination, neither party shall have any further liability or obligation to the other except for any payment obligations or other obligations that have accrued prior to the effective date of termination.

31. Suspension of Safepay Services

      31.1 Safepay reserves the right, at its sole discretion, to suspend the Safepay Services and/or the Safepay Account at any time. Safepay shall provide the Merchant with written notice of such suspension, except in circumstances where immediate suspension is necessary to protect Safepay, its customers, or its services from harm or loss, including, but not limited to any breach by the Merchant of the terms of this Agreement, any fraudulent activity conducted by the Merchant, or any threat to the security, integrity, or operation of the Safepay Services.
      31.2 During the suspension period, the Merchant acknowledges and agrees that it shall not be entitled to process any payment transactions through Safepay Services. Safepay shall make reasonable efforts to resolve the issues leading to the suspension and may reinstate Safepay Services upon satisfactory resolution. However, Safepay shall not be liable for any damages, losses, or liabilities incurred by the Merchant as a result of the suspension of Safepay Services.
      31.3 In case of suspension, Safepay shall not settle any Net Available Funds to Merchant Linked Bank Account until the circumstances or breach leading to such suspension have been resolved or remedied by the Merchant. For the avoidance of doubt, if the Merchant maintains multiple Safepay Accounts and Safepay suspends any one of these accounts for any reason, Safepay reserves the right to suspend the Merchant's access to Safepay Services across all other Safepay Accounts held by the Merchant.

32. Termination

      32.1 This Agreement may be terminated, and the Safepay Account may be closed, without any cause, by Safepay by giving the Merchant a prior notice of not less than three (3) Business Days.
      32.2 Safepay shall have the right to terminate this Agreement immediately upon notice, at any time, if:
  • Safepay, in its sole discretion, determines that Merchant is ineligible for the Safepay Services because of significant fraud or credit risk, or any other risks associated with the Safepay Services and Safepay Account;
  • Safepay terminates another Safepay Account of Merchant;
  • Merchant uses the Safepay Services in a prohibited manner;
  • Any Acquiring Bank, Network, Regulator or governmental authority requires Safepay to do so;
  • Merchant commits any breach of any of its obligations, warranties, representations or covenants under this Agreement;
  • Merchant is subject to any insolvency, winding-up, liquidation (voluntary or involuntary), bankruptcy or any other similar or analogous proceedings.
      32.3 Merchant shall also have the right to terminate this Agreement and request Safepay to close the Safepay Account by providing a prior written notice of not less than three (3) Business Days to Safepay. For avoidance of doubt, it is clarified that this Agreement shall not be terminated until Safepay closes the Safepay Account.
      32.4 Upon termination of this Agreement and the Safepay Account, for any reason whatsoever:
  • Safepay shall not settle any Available Net Funds until Merchant settles all its financial obligations towards Safepay until the date of termination;
  • Merchant shall complete all Transactions and remove all Safepay logos from its website and from any other material where it refers to Safepay (such as marketing material or Merchant's social media pages);
  • All licenses granted to the Merchant under this Agreement shall stand revoked;
  • Safepay shall not be liable for any compensation, reimbursement or damages arising out of Merchant's use of Safepay Services or termination thereof; and
  • Merchant shall be liable to pay any or all amounts incurred by Safepay in relation to the Safepay Services provided to Merchant up till the date of termination.
      32.5 Without prejudice to the foregoing, upon termination of this Agreement (for any reason, whatsoever) Merchant hereby agrees to settle all outstanding liabilities towards Safepay within 30 days from the date of termination.
      32.6 Termination of this Agreement shall be without prejudice to the rights and obligations which have accrued prior to the termination or which by their terms are intended to operate/continue after termination.

33. Notices

      33.1. All agreements, notices, disclosures, and other communications provided electronically by Safepay shall satisfy any legal requirement that such communications be in writing. Sending an email to the email address associated with the Safepay Account shall be considered a valid form of communication from Safepay.
      33.2. To validly send notice to Safepay under this Agreement, communication must be directed to support@getsafepay.com via email or should be sent by post to Safepay's registered address provided above.

34. Amendments to this Agreement

      34.1 Safepay reserves the right to amend any part of this Agreement at any time by posting a revised version of this Agreement on the Website, or by providing the Merchant with notice of such amendments. The amended Agreement will become effective upon posting or, if Safepay provides notice, as specified in the notice. The Merchant's continued use of the Safepay Services after the effective date of any amendment constitutes acceptance of the amended Agreement. It is Merchant's responsibility to regularly review the Website for any changes to this Agreement.
      34.2 For any amendments specific to Merchant's relationship with Safepay that do not apply generally to all merchants, such amendments shall only be effective if made in writing and signed by both Merchant and Safepay.

35. Dispute Resolution

      35.1 In case there is a dispute between the Parties, the Parties shall endeavor to settle it amicably, failing which shall be referred to the arbitration. The arbitration will be conducted as per the Arbitration Act, 1940, as amended from time to time. The seat of arbitration shall be Karachi, Pakistan and its language English. The decision of the arbitration shall be final and binding on both the Parties.
      35.2 Subject to the arbitration clause above, should any recourse to the courts of law become necessary, the Parties hereto submit to the jurisdiction of the courts of law at Karachi, Pakistan which courts shall have exclusive jurisdiction to settle any claims and/or dispute arising out of this Agreement.

36. Assignment

Nothing in this Agreement shall be construed to permit the assignment by Merchant of any of its rights and/or its obligations hereunder, and such assignment without the prior written consent of Safepay, is expressly prohibited

37. Severability

If any provision of this Agreement or of a clause hereof is determined to be illegal or unenforceable by any court of law or any competent governmental or other authority, the remaining provisions within that clause and the remainder of this Agreement shall be severable and enforceable in accordance with their terms so long as this Agreement without such terms or provisions does not fail of its essential purpose. The parties shall negotiate in good faith to replace any such illegal or unenforceable provisions with suitable substitute provisions that shall maintain, as far as possible, the purposes and the effect of this Agreement.

38. Waiver

Failure by Safepay on any occasion to insist upon the observance or performance by the Merchant of any obligation and/or provision herein contained shall not amount to a waiver of such breach or acceptance of such variation by Safepay. Furthermore, no waiver by Safepay of any breach of an obligation and/or provision of this Agreement, express or implied shall operate as a waiver of another breach of the same or of any other obligation and/or provision of this Agreement, express or implied.

39. Non-Exclusivity

Nothing herein contained is intended to nor shall limit or restrict Safepay's ability to enter into similar agreements, understandings or arrangements with other persons, parties or entities.

40. Governing Law

This Agreement shall, in all respects, be governed by and construed in accordance with the laws of the Islamic Republic of Pakistan.

41. Definitions

  • Acceptable Use Policy means Safepay's acceptable use policy which can be accessed here.
  • Acquiring Bank means any bank(s), financial institution(s) or other partner(s) (as may change from time to time) that have a relationship with any Network through which Safepay is able to make the Safepay Services available to Merchants. Where the singular term "Acquiring Bank" is used, this refers to any and all entities through which Safepay is able to access any and all Networks.
  • Acquiring Bank and Network Rules means any or all rules, regulations, and guidelines established by any Acquiring Bank and/or any Network or any other payment processors involved in the facilitation of Safepay Services in connected with Card Payment Method.
  • Applicable Laws means any applicable law of Pakistan including but not limited to any constitutional law, statute, regulation, resolution, rule, ordinance, enactment, judgment, order, code, decree, directive, notification, clarification, guideline, policy, license, injunction, permit, requirement, or other governmental restriction and any decision of or determination by or interpretation of any of the foregoing (whether or not having the force of law) by any competent authority, now or hereafter in effect, in each case as amended, re-enacted or replaced in the relevant jurisdiction.
  • Application means the process after the Merchant has created a Safepay Account with Restricted Access and submits the Registration Documents and/or any other information to Safepay in order to enable Safepay to provide a Safepay Account with Unrestricted Access to the Merchant.
  • Available Net Funds means Funds minus any applicable Safepay Charges that are transferred to the Merchant's Linked Bank Account.
  • Bank Account Maintenance Certificate means the document issued by Merchant's bank which identifies the Merchant's account number, account name and date of account opening to confirm the Linked Bank Account.
  • Business Day means a day (other than a Saturday or Sunday or public holiday) on which banks are open for business in Pakistan.
  • Card Payment Method means a Transaction in which a Customer pays the Merchant using a Network enabled credit or debit card.
  • Charge means an instruction to capture Funds from an account that a Customer maintains with a bank or other financial institution through which they pay the Merchant using the Safepay Services in connection with a Transaction.
  • Chargeback means when a Customer raises a dispute with their card/payment instrument issuing institution (such as a bank). This usually occurs when a merchant fails to provide the product or service that was part of a Transaction to the Customer, or where the payment card/instrument holder did not authorize the Charge.
  • Customer means any Person that attempts to and/or uses the Safepay Services to pay the Merchant in connection with a Transaction.
  • Demonstration Safepay Account means a sandbox Safepay account created on the Website for demonstration and testing purposes and which does not allow real payments to be made to a Merchant.
  • Direct Bank Payment Method means a Transaction in which a Customer pays the Merchant using their bank account (including Raast) or mobile wallet present in Pakistan.
  • Effective Date means the date this Safepay Services Agreement is electronically signed by both Parties.
  • Funds means the gross amount the Merchant charges a Customer in connection with a Transaction that is processed using the Safepay Services.
  • Intellectual Property Rights means patents, inventions (whether patentable or not), copyrights, moral rights, design rights, trade-marks, trade names, business names, service marks, brands, logos, service names, trade secrets, know-how, domain names, database rights and any other intellectual property or proprietary rights (whether registered or unregistered, and whether in electronic form or otherwise) including rights in computer software, and all registrations and applications to register any of the aforesaid items, rights in the nature of the aforesaid items in any country or jurisdiction, any rights in the nature of unfair competition rights, and rights to sue for passing off.
  • Linked Bank Account means the bank account that Merchant has connected to the Production Safepay Account to receive any Available Net Funds.
  • Network means Visa, Mastercard, Raast, or any other organization through which we make the Safepay Services available to Merchants and collect the Funds from a Customer.
  • Network Charges means any fees, costs or expenses that are payable to the Networks due to the provision of Safepay Services to Merchants receiving payment from a Customer in connection with a Transaction.
  • Notice means a notice sent by either Safepay or the Merchant in accordance with this Agreement.
  • Payment Method means either (1) a Card Payment Method or (2) a Direct Bank Payment Method (depending on which of the Safepay Services are being used).
  • Person means any natural or legal person. A legal person can be any validly registered sole-proprietors, private limited companies, public limited companies, partnerships, limited liability partnerships, validly registered non-profit organizations, trusts, societies and voluntary social welfare agencies.
  • Privacy Policy means our privacy policy which can be accessed here.
  • Production Safepay Account means a production Safepay Account created on the Website that is capable of accepting real payments from Customer in relation to a Transaction.
  • Refund means the return of Funds to a Customer, initiated by the Merchant or Safepay, in response to a transaction dispute or Chargeback and Reversal.
  • Registration Documents means all the documents provided by the Merchant at the time of on-boarding with Safepay.
  • Regulator means the State Bank of Pakistan.
  • Reserve means when Safepay shall hold the settlement of any Available Net Funds to the Merchant by imposing certain conditions for release or when Safepay requires the Merchant to place funds in reserve in the Safepay Settlement Account (or any other bank account of Safepay).
  • Reversal means an instruction initiated by an Acquiring Bank, Network or Safepay to return Available Net Funds to a Customer for an existing Charge. Reversals may result from (i) invalidation of a charge by an Acquiring Bank or a Network; (ii) submission of a Charge in violation of the applicable Network Rules, or where submission of the Charge or Merchant's use of the Safepay Services violates this Agreement.
  • Restricted Access means a Safepay Account that is not able to accept real payments.
  • Safepay Account means any Demonstration Safepay Account and/or Production Safepay Account.
  • Safepay Accounts means all Safepay Accounts that Merchant has opened with Safepay, in case Merchant has more than one Safepay Account with Safepay.
  • Safepay Charges means any or all amounts to be paid by the Merchant to Safepay in consideration for making the Safepay Services available to the Merchant in accordance with pricing available here, which may be amended by Safepay from time to time.
  • Safepay Dashboard means the dashboard created by Safepay to which the Merchant has access to when the Merchant logs-in to its Safepay Account.
  • Safepay Settlement Account means any bank account opened with a third-party settlement bank in compliance with the rules of the Regulator for the purposes of settlement of a Transaction.
  • Safepay Services means all financial and technological services provided by Safepay to facilitate electronic payment transactions between Merchants and Customers. This includes, but is not limited to, services related to integration, transaction processing, payment authorization, settlement of Funds or any other services or products that Safepay may offer from time to time. Safepay Services expressly encompass products and platforms such as checkout, quick links, Safepay Dashboard, subscriptions, routing, Shopify plug-ins, APIs, and SDKs, which are an integral part of the overall services provided by Safepay.
  • Service-Specific Terms means the additional terms in this Agreement that apply to particular Safepay Services as maybe seen below.
  • Settlement Schedule means the timeline listed in Annexure C to this Agreement Safepay signs with Merchant for settlement of Available Net Funds in the Merchant's Linked Bank Account following a Transaction.
  • Sub-Agent means any entity we appoint as sub-agent on Merchant's behalf to provide and perform the Safepay Services pursuant to the provisions of this Agreement.
  • Taxes mean any taxes, customs, duties, fees and other charges imposed by any governmental authority, including any value added tax, goods and services tax, provincial sales tax, federal sales tax and/or withholding tax applicable on Safepay for providing the Safepay Services to the Merchant.
  • Transaction means any purchase, sale, order, donation or other transaction that takes place as part of Merchant's business or any other activities for which Merchant is paid using Safepay Services.
  • Unrestricted Access means a Safepay Account that is able to accept real payments.
  • Website means our website which can be accessed here.

42. Service-Specific Terms

42.1 Subscriptions

These additional terms for subscription services provided to Merchants shall be read in conjunction with and interpreted in light of this Agreement.

42.1.1 Creation of Subscription Plans via Safepay Dashboard

All subscription plans must be created by the Merchant through the Safepay Dashboard.
The Merchant acknowledges and agrees that it is solely responsible for accurately entering all relevant information required for the creation of subscription plans, including but not limited to plan name, pricing, currency, product ID, type (recurring/one-time), intervals, interval counts, frequency, and trial period. The Merchant also has the discretion to set the activation date for each subscription plan created.

42.1.2 Supported Currencies

Safepay currently offers various supported currency options, as well as subscription intervals and billing cycle frequencies. Any changes to these options will be duly communicated to the Merchant in writing.

42.1.3 Errors and Inaccuracies in Plan Instructions

The Merchant acknowledges that Safepay's role is limited to facilitating the billing and collection of payments for subscription plans based on the Merchant's instructions. Safepay shall not be liable for any errors or inaccuracies arising from incorrect information entered by the Merchant during the creation of subscription plans.

42.1.4 Modification of Subscription Plans

After creating a subscription plan on the Safepay Dashboard, the Merchant may only modify the plan's name, product ID, description, and trial period.
Any changes to the name, product ID, or description will apply to both existing and future subscriptions under the modified plan. Changes to the trial period will only affect future subscriptions initiated after the modification date.

42.1.5 Deactivation, Pausing, or Cancellation of Subscription Plans

The Merchant may deactivate a subscription plan via the Safepay Dashboard, which will prevent any new Customers from subscribing to the plan. This deactivation will not affect existing subscriptions under the plan.
The Merchant may pause or cancel individual subscriptions on the Safepay Dashboard, either at its discretion or upon a Customer's request. Once a subscription is cancelled, it cannot be automatically reactivated. Customers will need to re-subscribe through the Merchant's website.

42.1.6 Indemnification

Safepay assumes no responsibility for any requests from Customers to modify, pause, or cancel a subscription. The Merchant agrees to fully indemnify and hold Safepay harmless from any claims, damages, or losses arising from the modification, pausing, or cancellation of any subscription plans or individual subscriptions.

42.1.7 Failed Payments

Safepay's system will attempt to charge a Customer's payment instrument up to three (3) times for a subscription payment. If all three attempts fail, the subscription will automatically be cancelled. The Merchant is strongly advised to regularly monitor the status of subscriptions via the Safepay Dashboard. Safepay shall not be liable for any cancellation resulting from failed payment attempts.