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Capitalised terms used in this Platform Agreement have the meaning provided in Definitions. As used in this Platform Agreement, “you” and “your” refers to the Company, and “we”, “us” and “our” refers to Qashio.
Qashio Platform Agreement
This Platform Agreement is made between Company and Qashio and governs Company’s use of the Services. By signing the Qashio Service Agreement, the Company agrees to open a Qashio Account and consent to the applicable Card Terms, and to receive all Notices and communications from Qashio electronically.
You may only open and maintain a Qashio Account and use the Services if you accept this Platform Agreement.
1. The Qashio Platform
The Services allow you to issue and manage Cards for your Users; manage and control spending, manage reporting; access, use, and connect to Third-Party Services through your Qashio Account; and, subject to the terms and conditions of the Qashio Terms and any related addenda hereto, access other optional services through your Qashio Account. Qashio may change existing Services or provide new Services at any time without Notice; provided that Qashio shall make commercially reasonable efforts to Notify you in advance of any material changes to Services on which you rely.
1.2 Opening a Qashio Account
1.2.1 Registration and Permitted Activities: Only businesses (including sole proprietors), bona fide charitable organisations, and other entities or persons located in the United Arab Emirates are eligible to apply for a Qashio Account to use the Services described in this Agreement. Qashio and its affiliates may provide Services to the Company or its affiliates in other countries or regions under separate agreements.
To register for a Qashio Account, the Company Representative must provide Qashio with the Company business or trade name, physical address, email, phone number, trade licence copy and TRN certificate copy, the nature of the Company’s business or activities, and certain other information/documents about the Company that Qashio requires for the purpose of compliance approval. Qashio will also collect information required for the KYB approval process which includes but is not limited to:
Until the Company has submitted, and 3rd Party Compliance Approver has reviewed and approved, all required information, the Qashio Account will be available to the Company on a preliminary basis only, and Qashio may terminate it at any time and for any reason.
1.2.2. Representative: The Company and the Representative severally and jointly affirm to Qashio that the Representative is authorised to provide the information described in this Section 1 on behalf of the Company and to bind the Company to this Agreement. Qashio may require the Company or the Representative to provide additional information or documentation demonstrating the Representative’s authority. Without the express written consent of Qashio, neither the Company nor the Representative may register or attempt to register for a Qashio Account on behalf of a User Qashio previously terminated from use of the Services.
If the Company is a sole proprietor, the Company and the Representative also affirm that the Representative is personally responsible and liable for the Company’s use of the Services and obligations including payment of any amounts owed under this Agreement.
By submitting an application for a Qashio Account, the Representative represents and warrants in an individual capacity and as an authorised representative of Company that:
1.2.3. Validation and Underwriting: At any time during the term of this Agreement and your use of the Services, Qashio may require additional information from the Company to maintain compliance, verify beneficial ownership or control of the business, validate information provided, verify the Company or the Representative’s identity, and assess the risk associated with the Company. This additional information may include business invoices, copies of government-issued identification, business licences, or other information related to your business, its beneficial owners or principals.
The Company authorises Qashio to retrieve information about the Company from Qashio’s service providers and other third parties, including credit reporting agencies and information bureaus and the Company authorises and directs such third parties to compile and provide such information to Qashio. The Company acknowledges that this may include the Company name, addresses, credit history, and other data about the Company or the Representative. The Company acknowledges that Qashio may use this information to verify any other information provided and that any information Qashio collects may affect Qashio’s assessment of the Company’s overall risk to its business. The Company acknowledges that in some cases, such information may lead to suspension or termination of its Qashio Account. Qashio may periodically update this information as part of its underwriting criteria, compliance and risk analysis procedures.
1.2.4. Changes to the Business and Keeping your Qashio Account Current: The Company agrees to keep the information in its Qashio Account current. The Company must promptly update its Qashio Account with any changes affecting the Company, the nature of its business activities, the Representative(s) or Administrator(s), beneficial owners, principals, or any other pertinent information. Qashio may suspend the Company’s Qashio Account or terminate this Agreement if the Company fails to keep this information current.
The Company also agrees to promptly notify Qashio in writing no more than three days after any of the following occur: the Company is the subject of any voluntary or involuntary insolvency application, petition or proceeding, receivership, or similar action; there is an adverse change in the Company’s financial condition; there is a planned or anticipated liquidation or substantial change in the basic nature of your business; you transfer or sell 25% or more of your total assets, or there is any change in the control or ownership of the Company’s business or parent entity; or the Company receives a judgment, writ or warrant of attachment or execution, lien or levy against 25% or more of the Company’s total assets.
1.2.4. Maintaining minimum Balance Amount: The Company agrees that it will maintain a minimum Balance Amount as advised by Qashio from time-to-time failing which Qashio or its affiliates by giving a written notice to the Company shall lend the Differential Amount to the Company and immediately credit it into the Company’s Qashio Account.
1.2.5. Maintaining minimum Balance Amount: The Company agrees that it will maintain a minimum Balance Amount as advised by Qashio from time-to-time failing which Qashio or its affiliates by giving a written notice to the Company shall lend the Differential Amount to the Company and immediately credit it into the Company’s Qashio Account.
1.2.6. Invoice Discounting Agreement: The Company upon signing of this Platform Agreement shall be required to sign an Invoice Discounting Agreement with Qashio or its affiliate(s) whereunder the Company would sell to Qashio certain Invoice(s) raised or to be raised by the Company to its Buyers and who are liable to pay monies to the Company pursuant to such Invoices. Qashio shall be entitled to recover the Differential Amount plus any service charges in accordance with the terms of the Invoice Discounting Agreement.
The Company shall on Qashio’s demand issue/sign such other security documents in favor of Qashio or its affiliate(s) as may be required by Qashio including but not limited to corporate/individual guarantees, assignment of proceeds, promissory notes etc.
The Company shall take all such actions as may be necessary for the purpose of creation, perfection, protection or maintenance of security interest contemplated in the aforesaid documents.
1.3 Fees and Spreads
Qashio will provide the Services to the Company at the rates and for the fees (“Fees”) described in the Schedule Of Fees section of the Qashio Service Agreement. The Fees include charges for local Transactions and for other events connected with the Company’s Qashio Account (such as handling a disputed transaction). Charges related to International transactions, which may be subject to a foreign exchange spread (FX spread), and Automated Teller Machine (ATM) usage charges will be borne by the Company. Qashio may revise the Fees at any time by providing Company with at least 30 days advance notice before revisions become applicable to the Company (or a longer period of notice if this is required by applicable Law).
In addition to the Fees, Company is also responsible for any penalties or fines imposed in relation to the Company’s Qashio Account on the Company or Qashio by any Payment Method Provider or Payment Method Acquirer resulting from the Company’s use of the Services in a manner not permitted by this Agreement or in contradiction to a Payment Method Provider’s rules and regulations.
The Company is also obligated to pay all taxes, fees, and other charges imposed by any governmental authority, including any value added tax, goods and services tax, sales tax, and applicable indirect and transactional taxes (“Taxes”) on the Services provided under this Agreement. If the Company is tax-exempt, the Company will provide Qashio with an appropriate certificate or other evidence of tax exemption that is satisfactory to Qashio.
1.4 Managing your Qashio Account
You must specify at least one Administrator to manage your Qashio Account when submitting your Application. Administrators can add, remove, or manage additional Administrators and Users; request and manage Cards; set or change per-User spending limits; view transactions; run reports and download statements; provide or update Company Data and Personal Data; connect Linked Accounts, Third-Party Services, and other accounts to your Qashio Account; and perform other tasks on behalf of the Company. Company is responsible for any actions or failure to act on the part of Administrator, Users, and those using credentials issued to Administrators or Users to access Company’s Qashio Account.
All potential Users will be required to accept Authorised User Terms. All Users who are authorised to use Cards will also be required to undergo a KYC process which will require the User to provide identification or other information required to verify their identity or authorise them to use the Card. Company represents and warrants that each User enters into and complies in all respects with the Authorised User Terms.
1.5 Adding Funds to Your Qashio Account
Funding of your Qashio Account will be done via bank transfer. Qashio holds all Company funds in segregated, ring-fenced, client accounts held with our banking provider. These accounts are separate from any Qashio corporate accounts. Company funds are never commingled with those of Qashio or any other company and Qashio cannot use them to settle any of our own obligations.
The Customer will be responsible for any transfer fees which may be incurred during the course of the account funding process. Qashio may deduct from any deposits or transfers such amounts as may be required by law or as may be charged by either party’s banking provider in respect of the transfer.
Funds transferred into your Qashio Account may not be immediately available for use, and such funds may be held, in compliance with United Arab Emirates laws or regulations, or in compliance with the policies of our banking provider.
If we receive a deposit or transfer on a day that is not a business day, we may not credit your Account until the next business day. You may contact us at [email protected] for information on the status of any deposit or transfer or if you believe we are holding your funds in error.
Qashio accepts no responsibility/liability for any delay in onward payment attributable to the late arrival of your fund transfer relative to the cut-off times of our banking provider. You hereby indemnify and hold Qashio, its directors, officers, employees and agents harmless from and in respect of any loss, damage, liability, cost or expense that you may suffer or incur by reason of delays in funding of your Qashio Account.
You agree and represent that all funds deposited by you in respect of funding your Qashio Account will be legally and beneficially owned by you in full and will not be subject to any charge or lien or other encumbrance of any kind.
1.6 Security and Monitoring your Qashio Account
The Company will keep its Qashio Account secure and only provide access to the Administrator, the Representative and/or the User(s) that the Company has authorised. The Company will immediately disable User access to the Services if the Company knows or believes their Qashio Account has or may have been compromised or has been or may be misused; and Company will promptly notify Qashio (via the Qashio Dashboard or by contacting our support team) of any known or reasonably suspected unauthorised access or use.
1.7 Authorised Users
Authorised Users will be required to agree to the terms included in the Qashio Authorised Users Agreement.
1.8 Requirements and Prohibited Activities
Only UAE entities may apply for a Qashio Account. Companies registered outside the UAE, as well as consumers, sole proprietors and unincorporated partnerships, are not permitted to use, or attempt to open or use, a Qashio Account. Foreign offices or affiliates of UAE Entities, and Users based at such foreign offices, may use the Services and be issued Cards subject to any requirements imposed by Qashio and the Issuer.
The Company’s Qashio Account, Services, and Cards may only be used for the Company’s bona fide business expenses. The Company’s Qashio Account, Services, and Cards may not be (a) used for any purpose that is unlawful or prohibited by this Platform Agreement or the Card Terms; (b) used for any personal, family, or household use; (c) provided to or used for the benefit of an individual, organisation, or country that is blocked or sanctioned by the UAE; (d) used by unaffiliated third parties; or (e) used for any other activities not for the benefit of the Company.
Qashio will not approve and may close Qashio Accounts that are known or believed to be engaged in any of the prohibited activities identified in the Prohibited Activities List, or any other restricted category as determined by Qashio or any Issuer in their sole discretion. Where the Company is engaged in certain restricted activities, Qashio may require that you provide additional information to open or maintain your Qashio Account. Qashio may update the list of prohibited or restricted activities at any time and from time to time. Company agrees to review this regularly and contact Qashio with any questions you have about how this list may apply to your business.
Qashio may suspend or terminate access to your Qashio Account or Cards if we believe, at our sole discretion, that this section was violated, if required by an Issuer, or to comply with UAE Laws & Regulations. Without limiting any of the Company’s indemnification or other obligations to Qashio, Company agrees to pay all Fines imposed on Qashio or any affiliate, officer, employee, agent or representative thereof by Issuers, regulators, or government agencies for your violation of this section.
1.9 Identification as Company
Qashio may publicly reference Company as a Qashio Company on our website or in communications during the term of this Agreement. We will not express any false endorsement or partnerships. Company grants Qashio a limited license to use Company trademarks or service marks for this purpose. Company will notify Qashio if they prefer that Qashio not identify them as a Qashio
Company and Qashio will use best efforts to remove references to Company from their website or in communications.
1.10 Ownership and Licence
As between you and Qashio, Qashio and/or its licensors own all Qashio Property. The Company, Administrators, and Users may use Qashio Property only as and for the purposes provided in this Platform Agreement and the Card Terms. You may not modify, reverse engineer, create derivative works from, or disassemble Qashio Property; or register, attempt to register, or claim ownership in Qashio Property or portions of Qashio Property.
Qashio grants you a limited, nonexclusive and nontransferable licence to use Qashio Property as permitted by this Platform Agreement to the extent that Qashio provides it to you via the Services. This licence terminates upon termination of this Platform Agreement unless terminated earlier by us.
1.11 Data and Privacy
The Card Networks, Qashio, and Issuers collect and process Company Data and Personal Data through your use of the Cards, the Services (including received through Linked Accounts), and Third-Party Services. The Card Networks, Qashio, and Issuers may use and disclose Company Data and Personal Data (a) to provide Services to Company and Users; (b) as required by law or Card Network rules; (c) for underwriting, identity verification, and fraud prevention; (d) to verify account balances and account information, establish spending limits, identify spending patterns, and determine spending limits; (e) to analyze and report transactions; (f) to report Company performance to credit reporting agencies and credit rating agencies, where appropriate (g) for internal analytics and reporting; (h) as needed in dispute resolution; and (i) as otherwise permitted by law.
We will not share any Company Data or Personal Data with third parties for marketing their unaffiliated products without your consent but may use Company Data and Personal Data to identify Services, Third-Party Services, and programs that we believe may be of interest to you for the purpose of promoting them to you, including as part of a rewards or benefits program.
Except as prohibited by law, Qashio may use and disclose De-Identified Data for Qashio’s own purposes, including to improve and develop Qashio products, services, and marketing efforts (such as developing data products and providing aggregate insights to other customers). Qashio may also include De-Identified Data in both public and private reports.
1.12 Rewards and Benefits
Qashio may determine when, how, and under what conditions Company or Users may qualify for or earn rewards. Certain Cards or transactions may not be eligible for some or any rewards. Any right to rewards or benefits shall terminate upon the termination of this Agreement, the closure of your Qashio Account, or in the event of any breach of this Agreement. Certain rewards or benefits may be subject to additional agreements or disclosures.
1.13 Beta Services
Qashio may make Beta Services available to you, which may be subject to additional terms and conditions. You acknowledge that Beta Services may be unstable and subject to frequent, substantial interruptions and to erroneous output and operation. You agree not to use any Beta Services for any mission-critical or other important functions without taking appropriate precautions to prevent loss or damage resulting from such use.
Company hereby grants Qashio a royalty-free, fully-paid, irrevocable, perpetual, nonexclusive, worldwide, assignable and otherwise transferable licence, with the unrestricted and unlimited right to grant sublicenses, (1) to create derivative works based upon any Feedback and (2) to use, copy, display, publish, distribute or otherwise commercialise or exploit in any manner any Feedback or derivative works based thereon. You acknowledge and agree that any Feedback you submit is not confidential. Qashio has no obligation to compensate or credit you for Feedback you provide, regardless of whether or how we may use or otherwise commercialise or exploit it.
2. Subscription Fees
You are responsible for payment in full of all Subscription Fees. You will be required to link a Qashio card to your Qashio Account which will be used for monthly billing of applicable Subscription Fees. Fees will either be automatically charged to your linked card based on your selected subscription option or at the discretion of Qashio a payment link or an invoice will be provided for you to settle the payment.
Subscription Fees are listed in the Schedule of Fees section of the Qashio Service Agreement and are applicable from the Go-live date, or 30 days from the date of signing the Service Agreement, whichever occurs first. Any failure to pay the Subscription Fees owed to Qashio when required is a breach of this Agreement and may result in the suspension of all accesses or termination of this agreement.
In case of failed or delayed on-boarding due to incompletion of KYB or KYC as a result of lack of documentation provided by the client, the Implemetation Starter fee and 3 months of Subscription Fees will be payable to Qashio.
Without prejudice to any other right or remedy that it may have, if Client fails to pay Qashio on the Due Date, except with respect to invoices that have been disputed, in whole or in part, by notice by Client to Qashio, the services will be suspended after 30 days of nonpayment until all outstanding amounts are paid and received by Qashio.
3. Additional Terms
3.1 Term and Termination
This Platform Agreement is effective from the Go-live date, or 30 days from the date of signing the Service Agreement, whichever occurs first, for the Service Period as listed in the Schedule of Fees section of the Service Agreement. This Agreement shall be renewed automatically for succeeding terms of twelve (12) months each with a price increase capped at ten (10) percent unless either party gives written notice to the other at least ninetyty (90) days prior to the expiration of any term.
Nonrenewal of this Agreement will not extinguish or waive any of Qashio’s rights hereunder. If you reapply or reopen your Qashio Account or use or attempt to use the Services or Cards you are consenting to the Platform Agreement in effect at that time. Qashio may terminate this Platform Agreement, or suspend your Qashio Account or Cards, by providing you Notice. Upon termination of the Company’s Qashio Account, any related Cards will immediately expire and any pending account balance will be transferred back to the Company upon submission of the Balance Transfer Application to Qashio by email to [email protected]
If the Balance Transfer Application is not submitted upon termination of this Agreement, the Qshio Account will be considered dormant and Qashio may be required by Law to deem any balance remaining in the account to be abandoned by you, and to deliver them to various government agencies/courts. To the extent required by UAE Laws & Regulations, we will attempt to provide you Notice of any remaining account balance. If we are unable to contact you, we will treat the funds in your Qashio Account to be abandoned, and will deliver them to the appropriate government authority.
In case of termination for any reason by any party all outstanding Fees accruing until the date of termination, and payable to Qashio under this Agreement, shall be due immediately on its termination.
In case of early termination or breach by client, all discounts, promotions or other benefits such as free periods will be payable in full at list price from Effective Date until the date of termination, without affecting any other rights and/or remedies available to Client under this Agreement and/or by law in the event of termination for breach by either party.
Sections 1.5 (Security and Monitoring your Qashio Account), 1.10 (Data and Privacy), 1.12 (Beta Services), 1.13 (Feedback), 2.2 (Set Off and Collections), 3.1 (Term and Termination), 3.2 (Notice and User Notifications), 3.3 (Limitation of Liability), 3.5 (Disclaimer of Warranties by Qashio), 3.6 (Indemnification), 3.7 (Governing Law), 3.8 (Binding Arbitration), 3.9 (Legal Process), and 3.10 (Assignment); the provisions of the Card Terms that identify continuing obligations; and any other provisions of this Agreement giving rise to continued obligations of the parties will survive termination of this Platform Agreement.
3.2 Notice and User Notifications
By registering for a Qashio Account and signing this Platform Agreement, you agree that such registration constitutes your electronic consent to us providing Notices to you and User Notifications to Users, including in each case those required by Law, and you shall ensure that all Users consent to receiving User Notifications, electronically. You understand that this consent has the same legal effect as a physical signature.
Our Notices to you will be effective if provided to an Administrator or the Representative, and User Notifications will be effective if provided to the applicable User, in each case electronically through the Qashio Dashboard, via email, or (except as provided below) via SMS to the contact information provided to us by the Administrators or the User, as applicable; provided that Notice of any material change to or amendment of this Agreement will be provided via email to an Administrator or the Representative.
Notices and User Notifications will be deemed to be received 24 hours after they are sent, provided that Notices or User Notifications captioned or otherwise designated as “URGENT” or “READ IMMEDIATELY” will be deemed to be received when sent. You understand that you may not use the Services or Cards unless you consent to receive Notices and all Users consent to receive User Notifications electronically as provided herein. Consent to receive Notices or User Notifications electronically may be withdrawn only by closing your Qashio Account.
Notices and User Notifications may include alerts about Services, Cards or Charges and may provide Administrators and Users the ability to respond with information about Charges on Cards or your Qashio Account. Administrators and Users may elect to not receive certain Notices or User Notifications through the Qashio Account, but this will limit the use of certain Services and may increase the financial risks to the Company. The Company warrants that it will secure appropriate authorisation from Users to send SMS messages to Users on the Company’s behalf.
Administrators and Users are responsible for all costs imposed by Internet or mobile service providers for sending or receiving Notices electronically. You acknowledge that you are solely responsible for ensuring that no Notices are blocked or delayed by any spam filter or otherwise.
Notify us immediately if you are or believe you are having problems receiving Notices. 3.3 Limitation of Liability
Qashio is not liable to you or any other party for consequential, indirect, special, exemplary, or punitive damages, lost profits, damage attributable to reputational harm, physical injury or property damage, or lost revenue arising from or related to this Agreement or to the Services or Cards, including your use of or inability to use Services or Cards, whether or not we were advised of their possibility by you or third parties. Our aggregate liability to you under this Platform Agreement for all claims is limited to the greater of the total amount of Fees actually paid by you to Qashio in the three months preceding the event that is the basis of your claim or $10,000. These limitations apply regardless of the legal theory on which your claim is based.
3.4. Representations and Warranties
In addition to other representations and warranties provided by You in this Agreement, You represent and warrant that (a) Company is and will continuously throughout this Platform Agreement be duly organised and in good standing under the laws of its jurisdiction of incorporation, (b) Administrators have requisite organisational power and authority to conduct business on and manage Company’s Qashio Account in all respects, and Company has irrevocably authorised each and every action taken by any Administrator that relates to this Agreement, the Services, any Card or any Third Party Services (c) you are opening an account on behalf of a Company registered in the United Arab Emirates and that you are not opening an account as a consumer or unincorporated partnership; (d) you and Users will not engage in activities prohibited by this Platform Agreement, and (e) all Company Data and Personal Data provided to Qashio is and shall be complete, accurate, and current.
3.5. Disclaimer of Warranties by QASHIO
THE SERVICES, QASHIO PROPERTY, AND BETA SERVICES ARE PROVIDED TO YOU AS IS AND AS AVAILABLE. QASHIO DISCLAIMS ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, AND YOU ACKNOWLEDGE THAT NO QASHIO PERSONNEL ARE AUTHORISED TO PROVIDE ANY SUCH WARRANTY (EXCEPT IN A WRITTEN DOCUMENT IDENTIFIED AS AN AMENDMENT TO THIS AGREEMENT AND EXECUTED BY AN AUTHORISED REPRESENTATIVE OF QASHIO AND AN AUTHORISED REPRESENTATIVE OF THE COMPANY).
THIRD-PARTY SERVICES ARE NOT PROVIDED, CONTROLLED, RECOMMENDED OR ENDORSED BY QASHIO. QASHIO DOES NOT PROVIDE SUPPORT FOR AND DISCLAIMS ALL LIABILITY ARISING FROM FAILURES OR LOSSES CAUSED BY OR RELATING TO THIRD-PARTY SERVICES.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU ASSUME ALL RISKS ASSOCIATED WITH ANY FAILURE OF ANY: (A) SERVICES OR DATA PROVIDED UNDER THIS PLATFORM AGREEMENT TO BE ACCURATE AND ERROR-FREE; (B) SERVICES TO MEET YOUR SPECIFIC NEEDS OR REQUIREMENTS; (C) SERVICES TO BE USABLE BY COMPANY, ADMINISTRATORS, OR USERS AT ANY PARTICULAR TIME OR LOCATION; (D) SPECIFIC MERCHANTS TO PERMIT PURCHASES USING CARDS ISSUED BY AN ISSUER; (E) SERVICES TO BE UNINTERRUPTED, SECURE, OR FREE FROM HACKING, VIRUSES, OR MALICIOUS CODE; AND (F) ANY DEFECTS IN THE SERVICES TO BE CORRECTED, EVEN WHEN WE ARE ADVISED OF SUCH DEFECTS.
You agree to indemnify Qashio, its affiliates, employees, contractors and each such affiliate’s employees and contractors, and any other Third-Party Service Providers (each an “Indemnitee“) and hold them harmless from and against any losses, liabilities, damages, claims, costs or expenses (including reasonable attorneys’ fees) arising out of or relating to claims, proceedings, suits, or actions brought by or initiated against Qashio or any of the other Indemnitees specified above by any third party (i) due to the breach by you or by any Administrator or User of this Platform Agreement, the User Terms, the Card Terms, any terms applicable to any Third-Party Services or any other agreements with Qashio or any Issuer or that otherwise relate to the Services, Cards or Third Party Services; (ii) for amounts owed by Company to third parties; (iii) for acts or omissions of Administrators, Users, Representative or other Company employees or agents; (iv) for Company’s use of any Beta Services or Third-Party Services; or (v) for disputes over Charges between Company and merchants. Qashio may defend any claim subject to indemnification hereunder, using counsel of its choice, and you will pay or promptly reimburse Qashio for the reasonable fees of such counsel and all related costs and reasonable expenses.
3.7. Governing Law & Jurisdiction
This Platform Agreement will be construed and enforced in accordance with the laws of the United Arab Emirates. This Platform Agreement will be construed and enforced in accordance with the laws of the United Arab Emirates. The Courts of Dubai, United Arab Emirates shall have exclusive jurisdiction over all disputes or differences between the Parties in connection with the interpretation, implementation or purported termination of this Agreement.
3.7.1. Class Waiver: To the fullest extent permitted by Law, each of the parties agrees that any dispute arising out of or in connection with this Agreement, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim or dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement or any of the transactions contemplated between the parties.
3.9. Legal Process
We may respond to and comply with any legal order we receive related to your use of the Services, including subpoenas, warrants, or liens. We are not responsible to you for any losses you incur due to our response to such legal order. We may take any actions we believe are required of us under legal orders including holding funds or providing information as required by the issuer of the legal order. Where permitted, we will provide you reasonable Notice that we have received such an order.
Qashio may assign, pledge, delegate or otherwise transfer this Platform Agreement or its rights, powers, remedies, obligations, and duties of performance under this Platform Agreement at any time. Any such assignee will have all rights as if originally named in this Platform Agreement instead of Qashio. You may not assign this Platform Agreement or any rights hereunder, or delegate any of your obligations or duties of performance, without Qashio’s express written consent.
3.11. Headings and Interpretation
Except where otherwise specified, all references to sections or provisions refer to this Platform Agreement or the applicable incorporated terms. The phrases including, for example, or such as do not limit the generality of the preceding provision; the word or will be read to mean either… or… or any combination of the proceeding items; and provisions listing items and using and requiring all listed items.
All monetary amounts owed under this Platform Agreement will be made in US Dollars (USD).
This Platform Agreement, including incorporated terms, comprises the entire understanding of the parties with respect to the subject matter described and supersedes all other proposals or previous understandings, written or oral, between the parties.
3.12. Changes to this Platform Agreement
We may modify this Platform Agreement upon thirty (30) days prior Notice; provided that such modification may take effect sooner than thirty (30) days after Notice (or upon Notice) in exigent circumstances, including where required to comply with applicable law, regulation or Card Network rules or to avoid or mitigate any material risk, loss or damage. If you do not accept any such modification, you must cancel your Qashio Account. If you continue to use the Services or Cards after any such modification takes effect as provided in the applicable Notice, you will be deemed to have consented to the revised Platform Agreement.
Alternatively, and notwithstanding the foregoing, Qashio may (but has no obligation to) provide in any such Notice of any modification to this Platform Agreement that such modification will take effect only upon affirmative acceptance thereof by Company or Representative via email or another means of communicating such consent as described in such Notice. In that event, Qashio may terminate your
Qashio Account and any further right to use any Services or Card upon Notice if you do not timely accept the proposed modification in accordance with the method described in the Notice.
Any waiver, modification, or indulgence that we provide to Company, of any kind or at any time, applies only to the specific instance involved and will not act as a general waiver or a waiver, modification, or indulgence under this Platform Agreement for any other or future acts, events, or conditions. Further, any delay by Qashio in enforcing our rights under this Platform Agreement does not constitute forfeiture of such rights.
3.13. Entire Agreement
This Platform Agreement (including any addenda that are mutually agreed to by the parties, all of which are incorporated herein) constitutes the entire understanding between Company and Qashio regarding the subject matter of this Platform Agreement and such addenda, and no other agreements, representations, or warranties other than those provided in this Platform Agreement and any such addenda will be binding unless in writing and signed by Company and Qashio.
Except as may be otherwise specified in this Platform Agreement, notices from you to Qashio will be provided via the Services by contacting Qashio by email to [email protected], with a copy sent concurrently by email to [email protected] Each notice will be deemed to be effective on the first business day following the day that you post such notice as provided in this section.
4. Payment Card
4.1. Qashio Payment Card
The Qashio Payment Card is a corporate card issued to the Company under the Qashio Agreement. The Qashio Payment Card is issued by a banking institution regulated by the Central Bank of the United Arab Emirates (“Issuer”).
4.2. Card Terms
Cards are issued by the Issuer identified on the back of physical Cards issued to you, in the Card Terms, and relevant program materials provided to you. This Platform Agreement and the Card Terms govern your use of the Cards. You may only use the Cards if you, your Administrators, and your Users consent to the applicable Card Terms. Issuers may update Card Terms at any time by providing Notice to you through Qashio and, notwithstanding any other provision hereof or of the Platform Agreement, your continued use of the Cards after such Notice constitutes your acceptance of the updated Card Terms.
4.3. Spending Limits
4.3.1. Users may not make any Charge that would cause Company to exceed or violate any of the limits set forth in this Section 4.2. Company may view these limits through the Qashio Dashboard.
4.3.2. When the Company opens a Qashio Account, the Administrator will be responsible for setting spending limits per User and ensuring their Qashio Account has been credited with the required funds as determined by the Company. Administrators may set and adjust spending limits for particular cards, as well as overall daily spending limits.
4.3.3. The aggregate amount available for Transactions on Cards associated with Company’s Qashio Account at any given time (the “Account Balance”) will be available on the Qashio Dashboard. The amount available for Transactions on a particular Card will be subject to the Card Spending Limit and/or Daily Spending Limit (if any) for such Card.
4.4. Requesting Cards
Administrators may request Cards for Users through your Qashio Account but will only request Cards for and provide Cards to individuals (whether or not employees of the Company) who are authorized by the Company. Cards may be denied or canceled due to changes in Issuers’ policies, as required by law, or for other reasons we determine are appropriate under the circumstances. Cards may be issued to Users as virtual Cards (i.e., Cards issued without an associated physical card) or physical Cards. Administrators will be able to view transactions and manage their Cards through the Qashio Dashboard. Physical cards will be subject to a card issuance fee as outlined in the Schedule of Fees section of the Qashio Service Agreement.
4.4. Using Cards
Users may only use Cards for bona fide business-related Charges. The Company is responsible for selecting who in your organisation should have access to Cards. You agree to establish and maintain controls designed to ensure that the Cards are only used for bona fide Company purposes and in compliance with Card Network rules. You are solely responsible for Charges made by any individuals given access to Cards even if they are not the person associated with or named on the Card. Qashio, Issuers, Card Networks, or other intermediary Third-Party Service Providers (including merchant acquirers) may deny or reverse Charges for any reason. Qashio is not responsible for any losses, damages, or other harms caused by Charges that are denied or reversed.
4.5. Disputed Charges
If you have a dispute with a merchant or seller regarding the product or service that is the subject of a Charge, you should contact the merchant or seller to resolve the dispute. If a Charge is not appropriately addressed with the merchant or seller, then you may submit a chargeback of the Charge by contacting Qashio via the Qashio Dashboard or by email at [email protected] You acknowledge that Issuer and Qashio are subject to the Card Network Rules with respect to chargebacks and may not be able to successfully charge back the Charge. If you believe a Charge was unauthorised, or if you believe the Periodic Statement contains any errors, you should contact Qashio immediately through the Qashio Dashboard orby email at [email protected] You must report any disputed Charge or error no more than 60 days after the disputed Charge posted to your Periodic Account. Notices for disputed Charges must specify your details, details about the User, details about the disputed Charge, and an explanation of your belief that the disputed Charge was made in error or was unauthorised. Qashio will review the information submitted in a commercially reasonable manner. If the dispute is deemed valid, Issuer and Qashio will credit the disputed Charge amount back to your Qashio Account. You hereby assign and transfer to Issuer any rights and claims, excluding tort claims, that you may have against any merchant or seller for any disputed Charge fully or partially credited to your Qashio Account.
4.6 Lost or Stolen Cards
You will promptly notify us and take appropriate measures to prevent unauthorised transactions when a Card is lost, stolen, breached, or needs to be replaced. In such cases, Administrators may request the issuance of replacement Cards by Issuers through your Qashio Account. Replacement Cards may have new account numbers that will require you to update the Card on file for any scheduled or recurring payments. If you do not update the Card for scheduled or recurring payments, the transactions may not be completed. You are solely responsible for updating Cards stored with merchants where account numbers have been changed. You will keep your Qashio Account secure and only provide access to individuals that you have authorised. You will immediately disable User access to the Cards if you know or believe your Qashio Account or Cards have or may have been compromised or stolen or have been or may be misused, and you will promptly disable the Card via the Service and notify us of any known or reasonably suspected unauthorised access or use. You are ultimately responsible for financial loss caused by Administrators, Users, or other persons given access to the Services, your Qashio Account, or Cards, except as provided by Card Network rules. We may suspend access to your Qashio Account or Cards if we believe your Qashio Account or Cards have been compromised or that not doing so may pose a risk to you, Qashio, Issuers, or any third parties.
Replacement of lost, stolen or damaged cards will be charged at the rate mentioned in the Schedule of Fees Section of the Qashio Service Agreement.
4.7 Drawing Down from Qashio Account
You can draw down the complete or partial balance from your Qashio Account Balance at any time. The Administrator is required to complete the Balance Transfer Application and submit to Qashio by email to [email protected]. The fund transfer process will be initiated within 24 hours of the receipt of the Balance Transfer Application.
5. Non-Solicitation and Non-Competition
The Company shall not, without the prior written consent of Qashio, at any time from the date of this Agreement to the expiry of 12 months after the last date of supply of the Services or termination of this Agreement (whichever is the latest), solicit or entice away from Qashio or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or sub- contractor of Qashio.
6. Prohibited and Restricted Activities
6.1 Prohibited Activities
Companies that are primarily engaged in the following activities will be prohibited for using Services:
6.2 Restricted Activities
Companies that are engaged in the following activities may be required to provide additional information or documentation:
Please contact us at [email protected] if you are unsure whether your business or activities are permitted by Qashio.