The Terms and Conditions are in relation to Merchant Services provided by Comera Pay. Kindly note these Terms and Conditions constitute the standard terms governing the use of the Comera Pay and related Services. Certain products, features, or service-specific functionalities offered within the Application may be subject to additional, product-specific terms and conditions. Such product-specific terms are provided as annexures to this document and shall be read together with these standard Terms and Conditions. In the event of any inconsistency, the product-specific terms contained in the relevant annexure shall prevail to the extent of such inconsistency.

The list of product-specific annexures as listed below may be updated by Comera Pay from time to time. A product-specific annexure shall apply to the Merchant only where the relevant product, service, feature, Payment Method, or functionality is enabled for the Merchant or used by the Merchant. Comera Pay may amend, suspend, or withdraw any annexure or product-specific functionality where required by Applicable Law, Regulatory Requirements, Scheme Rules, security requirements, CBUAE directions, Acquirer requirements, or Comera Pay’s risk policies. Where reasonably practicable, Comera Pay shall provide prior notice of material commercial changes, provided that immediate changes may be implemented without prior notice where required for legal, regulatory, security, fraud, sanctions, AML/CFT/PF, Scheme Rule, or urgent operational reasons.

Annexure – POS

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Regulatory Status and Scope of Services

Comera Pay LLC is licensed by the CBUAE as a Stored Value Facility and Retail Payment Services and Card Schemes Category II licensed entity. The Services shall be provided only to the extent permitted under Comera Pay’s licence, Applicable Law, Regulatory Requirements, Scheme Rules, and Comera Pay’s approved product scope. Nothing in these Terms shall be interpreted as requiring Comera Pay to provide any service, functionality, payment method, settlement model, credit, lending, deposit-taking, investment, foreign exchange, remittance, crypto-asset, virtual asset, payment token, or other regulated activity unless such activity is expressly approved by Comera Pay in writing and is within Comera Pay’s licensed permissions and applicable regulatory approvals.

Regulatory Priority

The Merchant acknowledges that Comera Pay is a CBUAE-licensed financial institution and that Comera Pay may be required to take or refrain from taking certain actions due to Applicable Law, Regulatory Requirements, Scheme Rules, sanctions, AML/CFT/PF obligations, consumer protection obligations, technology risk obligations, CBUAE directions, or instructions from Scheme Owners, Acquirers, Issuers, or payment networks. Comera Pay shall not be liable to the Merchant for any suspension, delay, rejection, hold, withholding, reversal, reporting, disclosure, termination, refusal to process, refusal to settle, or other action taken in good faith for compliance, risk, regulatory, AML/CFT/PF, sanctions, fraud, security, consumer protection, or Scheme Rule reasons.

DEFINITIONS:

In the Comera Pay Merchant Service Standard Terms and Conditions (the “Terms”), the following definitions shall apply:

Description of the Services

Comera Pay LLC is licensed by the Central Bank of the UAE to provide the following services:

a. Payment Processing

The Comera Pay Services deliver real-time or near real-time transaction processing capability over the Internet with a high availability service level applying to the Payment Interface. The Comera Pay Services include reconciliation services for transactions acquired and settled via Comera Pay, to help match processed transactions with settlements received from the relevant acquirers and scheme owners. All card-not-present transactions shall be submitted to Comera Pay for processing through the Hosted Payment Page as Payment Interface, unless otherwise agreed in the Merchant Onboarding Form. All POS transactions shall be submitted to Comera Pay to the API by means of a Comera Pay approved POS terminal, which complies with the requirements set out in these terms or as directed by Comera Pay in writing from time to time.

If the relevant acquirer or scheme owner settles related funds directly to the merchant (not via Comera Pay), reconciliation services will not be available unless specifically agreed otherwise in writing by Comera Pay.

The merchant is obliged to ensure all data that Comera Pay requests to be provided for a transaction, including those needed for fraud checks, are provided with each transaction submitted for processing by Comera Pay. If the merchant fails to provide the requested data with each transaction, Comera Pay has the right to immediately suspend transaction processing. Comera Pay may revise the required data needed to process transactions from time to time by giving notice to the merchant via the Customer Area as needed to be able to process such transaction and conduct fraud checks.

The processes for authentication, authorization, third-party acquiring, clearing, and settlement of transactions to Comera Pay are controlled by and are the responsibility of the third-party acquirers, scheme owners, and issuing banks and are subject to the scheme rules set by the scheme owner(s). Comera Pay acts in its own name and does not have primary responsibility for services provided by these third parties and does not control the services provided by third-party acquirers, issuing banks, and scheme owners.

Within the context of the overall Comera Pay Services provided to the merchant, Comera Pay’s acquiring service is to be seen as a distinct service from the services performed by scheme owners and other connected parties (such as third-party acquirers or issuing banks), as determined by the applicable scheme rules. The acquiring service allows the merchant to use the scheme owners’ networks and services for the merchant’s benefit.

More specifically, Comera Pay’s acquiring services include the following:

• Accepting transactions from merchants and routing the same to the relevant third-party acquirer, scheme owner, or issuing bank;
• Collecting and settling the resulting funds to the merchant;
• Transmitting pass-through fees, including scheme owner costs, to merchants where interchange plus plus (sometimes referred to as interchange ++ or interchange plus) pricing is agreed; and
• Reconciliation services for transactions acquired and settled via Comera Pay, reconciling processed transactions with settlements received from the relevant third-party acquirers, scheme owners, and issuing banks.

b. Merchant Registration, KYC Check and Compliance

i.

In order to enable Comera Pay to comply with AML laws and regulations, financial services, and other applicable laws and regulations and KYC (‘Know Your Customer’) requirements imposed by the scheme owners and acquirers, the merchant must, when entering into the Merchant Onboarding Form and thereafter on Comera Pay’s first request, provide information about itself, its activities, and its shareholders (the “Registration Information”). The merchant shall provide all information and documents required by Comera Pay to identify and verify the merchant, its legal existence, trade license, ownership and control structure, UBOs, directors, managers, authorized signatories, controllers, group entities, source of funds, source of wealth where relevant, business activities, products and services, expected transaction profile, expected geographies, customer base, settlement account, website, application, store locations, refund model, delivery model, chargeback exposure, and any other matter required by Comera Pay for onboarding, ongoing due diligence, enhanced due diligence, risk assessment, transaction monitoring, sanctions screening, fraud monitoring, regulatory reporting, or compliance with applicable law.

ii.

The merchant will provide Comera Pay with at least thirty business days prior written notice of any change of the Registration Information. The merchant will, on first request from Comera Pay, provide such additional information and supporting documentation regarding its activities and identity and that of its shareholders as Comera Pay may reasonably determine to need to ensure compliance with applicable laws and regulations and scheme owner and acquirer KYC requirements. The merchant agrees that Comera Pay may run further checks on the merchant’s identity, creditworthiness, and background by contacting and consulting relevant registries and governmental authorities.

iii.

Comera Pay’s acceptance of the merchant as a user of the services and the relevant payment methods is strictly personal and limited to the use by the merchant of the services for payment of the merchant’s own products and services. The merchant may not use the services to facilitate the payment for products or services sold by third parties and therefore may not resell the services to third parties. The merchant shall not act as a payment facilitator, payment aggregator, marketplace operator, agent, reseller, nominee, collection agent, intermediary, or payment service provider for any third party, and shall not submit transactions on behalf of any third party, unless expressly approved in writing by Comera Pay and only subject to such additional onboarding, due diligence, sub-merchant, marketplace, settlement, monitoring, and reporting requirements as Comera Pay may impose. Transaction laundering, hidden aggregation, undisclosed sub-merchants, undisclosed marketplaces, undisclosed URLs or applications, and submission of transactions for goods or services not approved by Comera Pay are strictly prohibited.

iv.

Support for each payment method is subject to acceptance by the relevant scheme owner or acquirer used by the scheme owner, which such acquirer or scheme owner may withhold or withdraw at its discretion at any time. Some scheme owners or acquirers may require the merchant to enter into a direct agreement with the acquirer or scheme owner before the merchant may use the relevant payment scheme. The merchant hereby authorizes Comera Pay to submit Registration Information received from the merchant to the relevant scheme owners and acquirers to obtain permission for providing access to their payment methods for the merchant.

v.

Comprehensive Due Diligence and Continuing Compliance: Notwithstanding anything else contained in these terms, the merchant acknowledges and agrees that:

• As a regulated financial entity, Comera Pay is subject to stringent obligations to conduct comprehensive due diligence at the onset of the business relationship and on an ongoing basis.
• To comply with these obligations, Comera Pay reserves the right to request from the merchant any document or information deemed necessary by Comera Pay for the purpose of due diligence, risk assessment, or any other purpose related to Comera Pay’s legal or regulatory obligations. This right extends to both the initial onboarding process and the entire duration of the business relationship.
• The merchant acknowledges its obligation to provide such documents or information promptly upon request by Comera Pay. This obligation is a condition of the commencement and continuation of the business relationship.
• If the merchant fails to provide the requested documents or information in a timely manner, or if the provided documents or information do not meet Comera Pay’s standards for compliance, Comera Pay reserves the right to not commence, or to discontinue, the business relationship at its sole discretion without prior written notice.
• The merchant agrees to indemnify and hold Comera Pay harmless from any loss, liability, or expense arising from the merchant’s failure to provide required documents or information, or from the merchant’s provision of inaccurate, incomplete, or misleading documents or information.
• Comera Pay reserves the right to revise its requirements for documents or information at any time and will notify the merchant of any such changes. The merchant’s continued provision of services following such notification will constitute acceptance of the revised requirements.
• This clause shall survive the termination of the agreement between Comera Pay and the merchant for any reason.

vi. Anti-Money Laundering (AML) and Counter-Terrorist Financing (CTF) Compliance

Notwithstanding anything else contained in these terms, the merchant acknowledges and agrees that:

• In recognition of the significant role of the financial industry in preventing money laundering and terrorist financing, the merchant agrees to strictly adhere to all applicable AML and CTF laws and regulations, both within its jurisdiction and those prescribed by international authorities.
• The merchant undertakes to maintain robust internal controls and procedures designed to identify, assess, monitor, manage, and mitigate money laundering and terrorist financing risks associated with its business activities. This includes but is not limited to conducting thorough customer due diligence, implementing ongoing transaction monitoring systems, and establishing a risk-based approach to evaluate and manage AML/CTF risks.
• The merchant is required to promptly report any suspicious or unusual transactions or activities to Comera Pay, and, where applicable, to the relevant regulatory authorities in compliance with local and international reporting obligations. The merchant acknowledges that any failure to report suspicious activities could lead to the termination of the business relationship and potential legal repercussions.
• Comera Pay reserves the right to review and assess the merchant’s AML and CTF compliance programs and policies at any time. The merchant agrees to provide such evidence promptly upon request. Failure to provide satisfactory evidence may result in the suspension or termination of the business relationship.
• The merchant further agrees to ensure they are equipped with the necessary knowledge and skills to comply with AML and CTF laws, regulations, and internal controls.
• The merchant acknowledges that Comera Pay is entitled to perform audits, either directly or via a third party, on the merchant’s AML and CTF compliance programs and procedures to ensure their adequacy and effectiveness.
• Comera Pay may screen the merchant, its UBOs, directors, authorized signatories, controllers, customers, counterparties, beneficiaries, settlement accounts, transactions, and related parties against sanctions lists, PEP databases, adverse media, fraud databases, credit databases, internal watchlists, and other sources. Comera Pay may refuse onboarding, suspend services, reject transactions, freeze or hold funds, delay settlement, terminate the merchant relationship, report to competent authorities, or take any other action where Comera Pay identifies or suspects AML/CFT/PF, sanctions, fraud, regulatory, reputational, or compliance risk.
• Comera Pay shall not be required to disclose to the merchant the reason for any action where such disclosure is prohibited by applicable law, may constitute tipping-off, may prejudice an investigation, may breach regulatory requirements, may compromise security controls, or may expose Comera Pay to regulatory, sanctions, AML/CFT/PF, fraud, or legal risk.
• In the event of a change in AML/CTF laws or regulations that may impact the merchant’s obligations under this agreement, the merchant agrees to promptly adapt its procedures and controls to remain in compliance, and to notify Comera Pay of any such changes.
• The merchant represents and warrants that neither it, nor any of its UBOs, directors, authorized signatories, controllers, affiliates, customers, beneficiaries, or relevant counterparties, is a sanctioned person or is owned or controlled by a sanctioned person. The merchant shall not submit any transaction involving a sanctioned person, sanctioned country, restricted jurisdiction, prohibited sector, blocked asset, sanctioned goods or services, or any activity designed to evade sanctions. Comera Pay may reject, freeze, block, delay, reverse, report, or otherwise deal with any transaction or funds in accordance with applicable law, sanctions, scheme rules, regulatory requirements, or Comera Pay’s compliance policies. The merchant shall indemnify Comera Pay against all losses, fines, penalties, claims, costs, chargebacks, settlement losses, regulatory action, and expenses arising from breach of this clause.

Comera Pay shall settle merchant funds only to a bank account approved and verified by Comera Pay. Unless expressly approved by Comera Pay in writing, the settlement account must be held in the legal name of the merchant with a bank licensed or otherwise acceptable to Comera Pay. Comera Pay may reject any request to settle to a third-party account, foreign account, individual account, account in a different name, high-risk jurisdiction, or account that does not satisfy Comera Pay’s due diligence, AML/CFT/PF, sanctions, fraud, or regulatory requirements.

No settlement shall be due unless and until Comera Pay has received the relevant funds from the applicable acquirer, scheme owner, issuer, payment network, or settlement partner and the relevant transaction is not subject to hold, reversal, chargeback, refund, investigation, sanctions concern, regulatory restriction, processing error, set-off, reserve, deposit, or other deduction under these terms.

Comera Pay may outsource certain services but remains fully responsible for regulatory compliance and service delivery. Comera Pay will ensure its outsourcing contracts: (i) grant audit and access rights to Comera and the CBUAE; (ii) require equivalent security controls; (iii) set incident notification obligations; and (iv) ensure data location/transfer complies with UAE law.

Payment Method and Currency Support

Comera Pay will support the payment methods and currencies as specified in the Merchant Onboarding Form, as long as Comera Pay continues to support these in its general product portfolio.

In case of: (i) materially different terms imposed by the relevant Scheme Owner or Acquirer; (ii) material malperformance by the relevant Scheme Owner or Acquirer (or reasonable ground for Comera Pay to expect such malperformance); (iii) reasonable grounds to doubt the creditworthiness of the Scheme Owner or Acquirer; or (iv) sharply increased costs for Comera Pay to offer the Payment Method due to new circumstances; then Comera Pay may decide in its reasonable discretion to stop supporting a particular Payment Method or make future support conditional on the acceptance by Merchant of additional conditions or fees. Comera Pay will give at least 1 month written notice of any discontinued or changed support of any Payment Method, unless this is not reasonably possible given the cause for this decision. Comera Pay will use its reasonable endeavours to offer an alternative for any discontinued Payment Method to the Merchant.

Merchant understands that Acquirers and/or Scheme Owners might cancel certain Payment Methods, change the characteristics thereof, or change the acceptance criteria under which they make them available. As a consequence, Comera Pay may be forced to block Merchant from further use of a Payment Method or impose additional restrictions or conditions on its continued use as a consequence of such decisions of the relevant Acquirer and/or Scheme Owner. Where possible, Comera Pay will use its reasonable efforts to give Merchant prior notice of any such change or cancellation with respect to the Payment Methods agreed to be offered under the Merchant Onboarding Form. Comera Pay will, on request of Merchant in such case, reasonably assist Merchant in finding alternative Payment Methods available to Merchant or manners in which to (re-)gain the approval of the relevant Scheme Owner or Acquirer.

Expense Management

Comera Pay is a Central Bank of the UAE–licensed payments platform offering businesses a suite that includes merchant acquiring and corporate expense management. Its expense management capability is positioned around issuing corporate prepaid/debit cards and supporting business wallets to control employee spend, alongside multicurrency wallets for operational needs. The platform emphasizes operational controls including real-time transaction tracking, daily settlement summaries, and streamlined reconciliation to simplify finance and close cycles.

Cardholder Authentication Methods

For all Transactions processed through the Hosted Payment Pages, 3D Secure authentication will be offered as an option to use by the Merchant where supported by the Acquirer and Payment Method used in combination with the then current Software of Comera Pay.

Account Holder Payment Currency

Comera Pay will have the right to offer the Account Holder the option to use a different Payment Currency than the Order Currency, in which case the Merchant will still always receive Settlement of the Transaction amount in the Order Currency (except in case another currency is agreed in the Merchant Onboarding Form or the Merchant does not make a bank account available for Settlement in the Order Currency).

Fraud Control

All Transactions processed by the Comera Pay Services will be screened by the Comera Pay Fraud Control Tool, which performs a number of checks on the Transactions and attaches a resulting total score to each Transaction, which represents the likelihood of the Transaction being fraudulent. Comera Pay may configure the scoring values for the Comera Pay Fraud Control Tool via the Customer Area on the Comera Pay website to determine how the Comera Pay Fraud Control Tool will judge Transactions.

The Fraud Control Tool does not guarantee the prevention of fraudulent Transactions, nor against resulting Chargebacks or Fines. Regardless of the resulting total score or the result of the Comera Pay Fraud Control Tool, Transactions may be fraudulent or non-fraudulent.

Comera Pay reserves the right to change the scoring values or add additional factors at its sole discretion in the Fraud Control Tool in case Comera Pay, in its reasonable discretion on the basis of clear and objective indications, judges these to pose an unacceptable risk for accepting fraudulent Transactions or creating increased Chargeback levels. (Comera Pay is not under any obligation to check these or any other setting made by Merchant in the Customer Area.) Furthermore, Comera Pay has the right to add new checks to the Fraud Control Tool or change existing checks without prior notice.

Comera Pay reserves the right to conduct ongoing, risk-based monitoring of Merchant transactional behaviour, including but not limited to transaction volume, transaction value, refund patterns, geographic distribution, and consistency with the Merchant’s declared business profile. Comera Pay may take appropriate protective action where material deviations from the Merchant’s declared business model or approved risk parameters are identified.

Each party shall promptly notify the other upon becoming aware of any security incident, suspected fraud, or data breach affecting Transactions or data, cooperate in investigations, and support any reports legally required to authorities.

For some Payment Methods, Transactions can be cancelled by the Merchant after they have been Authorised. The final responsibility for accepting or rejecting a Transaction will remain with the Merchant. Comera Pay reserves the right to cancel Transactions that it has reasonable grounds to suspect to be fraudulent or involving other criminal activities, even if the Fraud Control Tool failed to block the Transaction.

Suspension of Transactions and Service Delivery

In the event Comera Pay has reasonable grounds to believe that a Transaction is fraudulent, involves criminal activity, or otherwise violates any applicable laws, regulations, or these Terms, Comera Pay reserves the right to issue an instruction to the Merchant to immediately suspend acceptance of such Transaction.

The Merchant agrees to comply promptly with any such instruction from Comera Pay. This includes immediately halting the delivery of goods or services related to the Transaction in question.

The Merchant acknowledges that any failure to comply with an instruction from Comera Pay to suspend a Transaction or halt the delivery of goods or services could lead to immediate termination of this agreement, potential legal liability, and other adverse consequences.

The Merchant agrees to cooperate fully with Comera Pay and any relevant authorities in the investigation of any suspected fraudulent or criminal activities. This cooperation may include, but is not limited to, providing any relevant records or information, facilitating interviews or discussions, and implementing remedial or preventive measures as advised by Comera Pay or the authorities.

This clause shall survive the termination of the agreement between Comera Pay and the Merchant for any reason.

Captures

For some Payment Methods, it is possible to ask for Authorisation of a payment (to check whether the Account Holder indeed has an account that can be charged for the payment amount) without immediately Capturing the Transaction. The prior Authorisation gives the Merchant some additional assurance that when Merchant Captures the Transaction, it will be Settled to the Merchant (and not blocked or subject to Chargeback). The Merchant is responsible for Capturing Transactions; this can be realised via the Customer Area or the API. Merchant understands that Authorised Transactions have a limited maximum Capture Period in which they can be Captured, which is set by the Issuing Bank or the relevant Scheme Owner. Beyond the applicable Capture Period, the additional assurance granted by the prior Authorisation is no longer valid, increasing the chances of the Capture not leading to a successful Settlement of the related payment. It is Merchant’s responsibility to check the applicable Capture Period via the Customer Area to ensure it timely Captures Authorised Transactions. Merchant should generally take into account that the Capture Period can be as short as 5 days after Authorisation.

Settlements

1. Settlement Conditions

i. Subject to the Deposit being at the applicable Deposit Level, funds from the Account Holders charged for the validly processed Transactions of the Merchant which are Acquired via Comera Pay are paid by the Acquirer or the Scheme Owner to Comera Pay, who will subsequently Settle received funds to the Merchant.

ii. Comera Pay is only obliged to provide Settlement of Transactions for which it has received settlement(s) by the Acquirer or the Scheme Owner. It is the Merchant’s responsibility to evaluate if the conditions imposed by the Payment Methods for settlement (as communicated from time to time via the Customer Area and/or by the Scheme Owners themselves via their websites and other communication channels to the Merchant) are acceptable to the Merchant. This is specifically relevant for the Merchant to take into account with respect to Payment Methods that are not monitored and regulated by governmental financial services authorities such as, but not limited to, non-Card Scheme related prepaid cards and SMS and IVR payments. The Merchant understands and agrees that Comera Pay will not compensate the Merchant for late or non-performance, insolvency, or bankruptcy of the Acquirer or Scheme Owner due to which the Merchant receives late Settlement or no Settlement at all for processed Transactions.

iii. Comera Pay reserves the right to withhold Settlement of Transactions if they are Captured, but suspected to be fraudulent, related to illegal activities, or likely to become subject to a Chargeback by Comera Pay and/or the relevant Acquirer and/or Scheme Owner, until satisfactory completion of Comera Pay’s investigation, that of the relevant Acquirer or Scheme Owner, or that of a third party nominated by any of these parties. The Merchant will give its full cooperation to any such investigation.

iv. No interest will be due over amounts held by Comera Pay prior to Settlement of such funds to the Merchant, except in case Settlement is delayed for more than 90 days due to the intent or gross negligence of Comera Pay. In such case, interest will be due by Comera Pay over the late Settled amount at the rate of 0.01% per month starting after the above-stated 90 days period.

v. Comera Pay may not sell or pledge its receivables on or via the Scheme Owners resulting from Transactions processed for a Merchant.

vi. The Merchant acknowledges that if a third party Acquirer, Scheme Owner, or Issuing Bank does not timely or correctly settle funds to Comera Pay, Comera Pay does not have any control over timely settlement or correction of incorrect settlement by such Scheme Owner, Issuing Bank, or third-party Acquirer. Comera Pay will, however, on request, on a best efforts basis (without guaranteeing a successful outcome) and on behalf of all of its merchants, request settlement and/or correction of an error by a Scheme Owner or third-party Acquirer.

2. Safeguarding of Funds

Comera Pay safeguards customer and settlement funds in segregated accounts with UAE-licensed banks, performs daily reconciliation, and ring-fences such funds from its own. For SVF balances, redemption is at par value subject to lawful set-off under these Terms. Unclaimed funds and dormant balances will be handled in accordance with applicable CBUAE regulations and laws.

3. Required Data

The Merchant shall from time to time, on the first request of Comera Pay, provide all required information regarding the then current actual or expected Delivery Dates for processed Transactions and estimates for the average time between Transaction Authorisation and the related Delivery Date. Further, the Merchant shall provide Comera Pay, on its first request, with all requested information on the Merchant’s then current ability to provide the Merchant Products and Services, its financial status, solvability, and liquidity.

4. Cooperation in Risk Assessment

To facilitate comprehensive risk assessment, the Merchant agrees to cooperate fully with Comera Pay in providing specific details about the Customer and Transaction as required. This may include, but is not limited to, historical Transactional data, such as the number of successful orders in the past, whether a card is on file, and other relevant Customer information.

In addition to Customer-specific information, the Merchant is also required to provide order-specific details, such as the make, model, origin details of the product being sold, or any other information relevant to the Transaction.

The Merchant understands and agrees that the provision of such information is crucial for Comera Pay to perform its risk assessment functions effectively and to ensure compliance with applicable regulatory requirements.

The Merchant shall promptly respond to any request for information from Comera Pay and shall provide accurate, complete, and up-to-date information to the best of its knowledge and belief.

The Merchant acknowledges that any failure to provide the required information, or the provision of inaccurate or misleading information, may result in immediate termination of this agreement, potential legal liability, and other adverse consequences.

The Merchant agrees to implement and maintain adequate systems and procedures to collect and retain the required Customer and Transaction-specific information for the duration of this agreement and for any additional period as may be required by applicable law or by Comera Pay.

This clause shall survive the termination of the agreement between Comera Pay and the Merchant for any reason.

This information is used by Comera Pay to estimate the likely Uncompleted Order Amount as used to determine the Deposit Level as per these Terms. In case Comera Pay has reasonable grounds to question (i) the accuracy or reliability of the information regarding Delivery Dates and/or (ii) Merchant’s financial stability and/or (iii) its ability to provide the Merchant Product and/or the Merchant Services to the Account Holders, Comera Pay may, in its discretion, take this into account in estimating the Uncompleted Order Amount for setting the Deposit Level. Comera Pay will not take such action arbitrarily and will, where reasonably possible (considering the grounds and urgency of the adjustment), request and consider Merchant’s input on Comera Pay’s amended assessment of the Uncompleted Order Amount before using it to amend the Deposit Level.

5. Merchant Obligations and Restrictions

The Merchant may only use the Services for payment of those Merchant Products and Services which the Merchant registered for when entering into the Merchant Onboarding Form with Comera Pay as reflected in the Merchant Onboarding Form. The acceptance by Comera Pay of the Merchant as a customer is strictly linked to the description of the Merchant’s Products and Services the Merchant registered for when entering into the Merchant Onboarding Form. The Merchant must ask for prior written approval for any change or addition to the Merchant’s Products and Services prior to submitting payment requests therefor.

The Merchant shall not use the Services for the payment of Merchant Products and/or Merchant Services where it is illegal to offer or provide these to or from the relevant country and/or which are stated in Comera Pay’s Prohibited and Restricted Products and Services List. The Merchant may obtain a written waiver for Products and Services in the ‘restricted’ section of this list, but such waiver may be revoked by Comera Pay in its discretion. This list may be updated in Comera Pay’s discretion where needed to ensure legal compliance, compliance with Scheme Rules, prevent high levels of Chargebacks, reputational risks, and/or to reduce exposure to potentially fraudulent or illegal transactions. The Merchant will be informed of updates of this list by Comera Pay publishing an updated list in the Customer Area. Where a published change affects a significant portion of the Merchant’s Product or Services, the Merchant may terminate the Merchant Onboarding Form by giving written notice to Comera Pay.

Comera Pay’s acceptance of the Merchant as a customer should not be interpreted as advice or opinion of Comera Pay as to the legality of the Merchant’s Products and Services and/or of the Merchant’s intended use of the Services therefore. The Merchant is and remains solely responsible to ensure the Merchant Products and Services sold are compliant with the Scheme Rules and applicable laws in its country of origin and the countries its Customers are based in. Further, some Payment Methods apply additional restrictions as set out in the applicable Scheme Rules which the Merchant must at all times ensure compliance with.

The Services of Comera Pay may not be used (and Transactions may not be submitted for processing) for prepaying Merchant Products and Services for which the Delivery Date is in part or in whole more than 6 months after the date the Transaction is submitted for processing.

For E-commerce Transactions, the Merchant is obliged to provide on its website the following information to an Account Holder for every Transaction: complete description of the goods or services offered, returned merchandise and refund policy, Customer service contact (including email address and/or telephone number), address, delivery policy, Merchant’s consumer data protection policy, and all other legally required information to be provided to the Account Holder in the relevant jurisdiction.

The Merchants must maintain a copy of all electronic and other records related to the Transaction and the ordering and delivery of the Merchant Product and Services for the greater of (i) 2 years subsequent to the Transaction being processed or (ii) the applicable warranty period of the delivered Merchant Product and Services. The copy of the records shall include, but not be limited to: shipping details (if relevant), invoices for the delivered Merchant Product and Services, and all contacts with the Account Holder. In case of investigations by Comera Pay, the Acquirers, and/or the Scheme Owners with respect to Chargebacks, suspected fraud, or other RFIs from the Scheme Owners, the Merchant will fully cooperate in the auditing of such records. The Merchant’s obligations to maintain documentation of its business according to applicable laws remain unaffected by this clause.

The Merchant is obligated to maintain accurate and verifiable records demonstrating the successful delivery of goods or services to the Customer in connection with each Transaction processed through Comera Pay. This proof of delivery may encompass various forms of evidence, including but not limited to delivery receipts, signed acknowledgment of receipt by the Customer, tracking numbers, service completion reports, or other documentary evidence reasonably acceptable to Comera Pay. Upon Comera Pay’s request, the Merchant is required to provide such proof of delivery promptly, ensuring that the requested proof is delivered no later than five (5) days from the date of Comera Pay’s request, unless an alternative timeline has been agreed upon by Comera Pay in writing. The Merchant acknowledges and accepts that the failure to provide satisfactory proof of delivery within the stipulated timeframe may result in immediate suspension of its relationship with Comera Pay, potential withholding of settlement amounts, potential legal liability, and other adverse consequences. As part of this agreement, the Merchant shall indemnify and hold Comera Pay harmless against any losses, damages, costs, or expenses arising out of or in connection with the Merchant’s failure to provide satisfactory proof of delivery as required under this agreement. Importantly, this obligation is enduring and shall survive the termination of the agreement between Comera Pay and the Merchant for any reason.

The Merchant is expressly prohibited from altering the delivery address for any transaction subsequent to the request for Authorisation. Any deviation from this protocol may subject the Merchant to full liability for any chargebacks or related losses that arise as a result of such changes. This obligation is binding and non-negotiable. Accordingly, the Merchant acknowledges that any chargeback loss incurred due to a breach of this provision will be borne solely by the Merchant, without any recourse to Comera Pay. This clause is designed to mitigate potential fraud risks and protect the integrity of Comera Pay’s transaction processing system, and as such, it shall survive the termination of the agreement between Comera Pay and the Merchant for any reason.

6. Returns and Warranties

The Merchant agrees to establish, maintain, and strictly adhere to clear and fair policies regarding product returns, refunds, and warranties. These policies shall be in compliance with all applicable laws and regulations and shall provide for adequate protection of Customers’ rights and interests.

These policies must be made readily accessible to Customers at all times through the Merchant’s website, physical store, or other appropriate means.

The Merchant shall ensure that all Customers are made aware of these policies prior to the completion of any transaction.

In the event of a breach of this clause, or if Comera Pay determines that the Merchant’s return, refund, or warranty policies are not available to Customers or are inadequate, Comera Pay reserves the right to suspend its relationship with the Merchant immediately.

Furthermore, Comera Pay reserves the right to withhold all settlement amounts and deposits due to the Merchant in order to settle any claims by Customers arising out of or in connection with the Merchant’s failure to uphold its return, refund, or warranty policies.

The Merchant acknowledges and agrees that such suspension and withholding of funds are without prejudice to any other rights or remedies that Comera Pay may have under this agreement, at law or in equity.

The Merchant further agrees to indemnify and hold Comera Pay harmless against any losses, damages, costs, or expenses arising out of or in connection with any claim by a Customer related to the Merchant’s return, refund, or warranty policies.

This clause shall survive the termination of the agreement between Comera Pay and the Merchant for any reason.

Warning – Fines Scheme Owners

For violations of certain key requirements under the Scheme Rules by Merchants, some Scheme Owners (and in particular the Card Schemes) can levy significant fines. The Scheme Owners do this to protect the Account Holders, Merchants, and providers of the Payment Methods collectively against misuse, fraud, illegal activities, breach of applicable laws, reputational damage, and excessive costs. Key examples of Scheme Rules which are subject to such fines:

1. Using the Payment Method for other Merchant Products and Services than for which the Merchant received express authorization to use it for;
2. Using the Payment Method for Merchant Products and Services which are violating applicable laws;
3. Using the Payment Method for selling Merchant Products and Services for which the Scheme Owner explicitly prohibited its use (e.g., adult content, drugs, arms, gambling);
4. Using the Payment Method for the benefit of a third party/reselling the use of the Payment Method to a third party (the authorization for Merchant to use a Payment Method is strictly personal);
5. Percentage of Transactions of a Merchant which is subject to a Chargeback is above the applicable acceptable level (see clause 7.1 for more information on this);
6. Breaches of security and confidentiality obligations with respect to Payment Details (see clauses 4.1 and 4.2 for more information on this);
7. Fraudulent, misleading activities of which Account Holders are the victim.

Via the Customer Area, more detailed information on the current applicable fines and Scheme Rules is available for Merchant. Merchant is strongly advised to regularly review the current Scheme Rules and relevant changes to applicable laws as applicable to its Merchant Products and Services and business practices to ensure their compliance with applicable Scheme Rules. Comera Pay assists Merchant in this by providing access to and summaries of applicable Scheme Rules via the Customer Area. Where Merchant finds the Scheme Rules (including fine possibility) to be unacceptable, Merchant is free at any point in time to stop using the relevant Payment Method (the Scheme Rules and these terms remain applicable to previously processed Transactions for Merchant).

Where Comera Pay becomes aware of and/or receives any notice of a potential exposure to a fine related to any Merchant behavior, Merchant will on first request provide all reasonable cooperation to help investigate the relevant circumstances and remedy the relevant violation, notwithstanding all other rights and remedies of Comera Pay in such situation as per these Terms. Where possible, Comera Pay will share relevant feedback received by Merchant with the Acquirer/Scheme Owner handling the potential fine so it can be taken into consideration by the Acquirer/Scheme Owner. If fines are applied for Merchant violations, these may be invoiced by the Scheme Owners and/or the relevant Acquirer to Comera Pay as their contracting party (for the benefit of the Merchant). Merchant shall fully indemnify and hold Comera Pay harmless from any fines applied by the Scheme Owners as a result of Merchant’s breach of the terms of the Merchant Onboarding Form and/or the Scheme Rules.

Right Of Set-Off

Without prejudice to any right to set-off which Comera Pay may be entitled to as a matter of law, Comera Pay may set off any amounts due to the Merchant against any amounts owed or other liabilities of the Merchant, now or at any time hereafter due, owing, or incurred by the Merchant to Comera Pay under, in connection to, or pursuant to these Terms and/or the Merchant Onboarding Form. This right of set-off includes but is not limited to the situation where proceedings are initiated for the winding up, bankruptcy, or dissolution of the Merchant (or similar proceedings). Comera Pay may also set off if: (i) Comera Pay’s debt is conditional or not due; and/or (ii) the Merchant’s debt is not due.

The Merchant will be informed of Comera Pay’s use of its set-off rights. Claims expressed in different currencies will be set off at the prevailing exchange rate(s) at the date of set-off.

Pricing and Invoicing

Invoicing

Comera Pay will invoice the Merchant monthly for the Services rendered. Invoices provide an overview of (i) the Transaction Fees and other costs and fees due for the past month, calculated on the basis of last month’s Transaction volume, (ii) an overview of the Transaction Fees and other fees already withheld from the Settlements, and (iii) where relevant, the remaining amount due or credited to the Merchant. Amounts due or credited are subsequently added to or subtracted from the next Settlement to the Merchant or in absence of a next Settlement are payable or credited as applicable within 15 days of the invoice date. The invoice currency will be AED unless expressly otherwise agreed in writing.

Comera Pay provides electronic invoices as standard. Printed invoices or statements can be requested for subsequent invoices via the Customer Area (additional costs may be charged by Comera Pay).

Pricing

Comera Pay shall be unilaterally entitled to raise the prices for its Services, with one (1) month prior notice. Such price increases shall only become effective for the Services rendered by Comera Pay starting at the end of the notice period. The Merchant may, however, during the one-month notice period, cancel the Merchant Onboarding Form by providing written notice to Comera Pay per the end of the one-month notice period.

For the avoidance of doubt, this clause does not apply to any communicated increase of fees charged by the Acquirers or Scheme Owners for the use of their Payment Methods where such fees are not included in the fees charged by Comera Pay (e.g., in case the Interchange Fee is increased by the relevant Scheme Owner or Acquirer where an Interchange Plus pricing is agreed to apply) or due to changes in applicable laws.

Comera Pay reserves the right, at its sole discretion, to impose a fee for the non-utilization of the Services (Non-Usage Fees) on the Merchant.

Inflation

Comera Pay shall be entitled to change its prices to adjust for inflation with a maximum of last year’s published inflation. Said price change may be applied by Comera Pay only once annually and will be announced at least one month in advance. For an increase under this clause, the termination right referred to in the above clause does not apply.

Deposit Level Calculation

Comera Pay shall set the Deposit Level to be applied by Comera Pay to account for and cover the potential indebtedness of Merchant for fees, fines, and chargebacks payable from Merchant to Comera Pay, based on Comera Pay’s reasonably assessed then current estimate of the Uncompleted Order Amount, potential fine exposure, and other potential liabilities. Comera Pay has the right to adjust the Deposit Level in its discretion from time to time to bring it in line with its then current estimates. Upon Merchant’s first request, Comera Pay will inform Merchant of the information, estimations, assumptions, and calculations used by Comera Pay to establish the then current Deposit Level.

Deposit Reservation

The initial Deposit Level will be set by Comera Pay on the basis of the information provided by Merchant regarding its anticipated initial use of the Services when entering into the Merchant Onboarding Form. Comera Pay may require Merchant to transfer the Initial Deposit to Comera Pay before it may start using the Services for commercial (so non-testing) purposes.

Comera Pay shall subsequently keep the Deposit at the Deposit Level by deducting funds from or adding funds to each Settlement. If at any point in time the Deposit drops below the then current Deposit level, Comera Pay may require Merchant to immediately transfer such funds to Comera Pay as is necessary to bring the Deposit in line with the then current Deposit Level.

After termination of the Merchant Onboarding Form or after processing of Transactions is stopped, the Deposit shall be released by Comera Pay in monthly steps to the Merchant to account for the decrease in Uncompleted Order Amount, fraud exposure and/or Fine exposure until the full Deposit is released to the Merchant or where applicable, in part or in whole applied by Comera Pay to pay for Chargebacks, cover Fines or fraud claims or pay for unpaid Comera Pay fees due by Merchant. The Deposit will as standard be fully released to the Merchant 12 months after processing of Transactions for Merchant has stopped unless specifically identified potential liabilities still exist at that point in time.

MSC Calculation

For the ‘Blend Fee’ pricing structure for the MSC, Merchant acknowledges that the underlying Interchange Fee is calculated by Comera Pay based on Traffic characteristics provided by the Merchant and documented in the Merchant Onboarding Form when agreeing the Blend Fee. If the actual Traffic differs materially from the figures provided by the Merchant, Comera Pay has the right to proportionally adjust the Blend Fee per direct, based on the actual then current Traffic characteristics. Reason for this is that certain types of Transactions (e.g. Transactions made with Credit Cards issued outside Europe for transactions with European Merchants) are charged at higher rates by the Card Schemes than similar Transactions with European issued Cards.

For the ‘Interchange Plus’ pricing structure, Merchant acknowledges that the actual MSC is calculated by Comera Pay based on the actual then current Interchange Fee per Transaction attracted by that Transaction, according to Card Scheme Interchange pricing which varies from time to time. The then current Card Scheme Interchange pricing level is published by the Card Schemes. In the Customer Area (internet links to) the then current published Interchange Fees are published.

The agreed MSC pricing structure is documented in the Merchant Onboarding Form.

With respect to the ‘Blend Fee’ pricing structure, any charges and/or fees from the relevant Scheme Owners, Issuers, and/or third party Acquirers are collected on behalf of such third parties by Comera Pay.

With respect to the ‘Interchange Plus’ pricing structure, Merchant acknowledges that the Interchange Fees (including ‘scheme fees’) are borne by Merchant, including any increases or decreases thereof. Interchange Fees are collected by Comera Pay on behalf of Scheme Owners and payable by Merchant to Comera Pay. The Comera Pay Acquiring mark-up is agreed between Comera Pay and Merchant as compensation for Comera Pay’s risk and efforts related to the Acquiring of Transactions for Merchant. Merchant acknowledges that the Interchange Fees (including any ‘scheme fees’) are set by the Scheme Owners (and not by Comera Pay).

Payment

Merchant agrees with the withholding of any fees and other sums due to Comera Pay under the Merchant Onboarding Form including Chargebacks and Fines from the Settlement amounts and including funds required to meet the then current Deposit Level requirements. If the Settlement amounts are not sufficient to cover amounts due to Comera Pay, the amounts remain due as per the due date as stated on the invoice and shall be paid separately by the Merchant within 15 days of the date of the relevant invoice.

Comera Pay has the right at any time to require immediate payment of sums or to set-off Merchant’s debts to Comera Pay against Settlements to Merchant in the following cases:

• Refunds and/or Chargebacks in case the outstanding Refund and/or Chargeback amounts exceed the Settlement amount.
• Any amount required by Comera Pay to cover any (potential) liability of the Merchant under this Agreement.
• Any other charges or amounts due by Merchant under this Agreement including Fines from the Card Schemes.

Retrospective Recovery of Fees and Charges

In the event that Comera Pay, due to its own error, system malfunction, or other inadvertent oversight, fails to levy or recover any applicable fees or charges from the Merchant, Comera Pay reserves the right to rectify such oversight.

Comera Pay shall be entitled to retrospectively recover such applicable fees or charges from the Merchant. This retrospective recovery may take into account any fees or charges that should have been applied and were not due to the aforementioned circumstances.

Comera Pay will notify the Merchant of any such retrospective recovery of fees or charges, detailing the nature of the oversight and the amount to be recovered.

The Merchant agrees to pay such retrospectively recovered fees or charges within seven (7) days from the date of the notice from Comera Pay.

Interest shall accrue on any unpaid amounts owed by the Merchant to Comera Pay at the rate of 1% per month.

Taxes

All fees of Comera Pay are excluding applicable VAT, turnover and other taxes or levies which will be separately payable by Merchant where applicable to invoiced amounts or services.

INTEGRATION

Hosted Payment Pages

The Services shall be used by the Merchant for Card Not Present Transactions via the Hosted Payment Pages unless agreed otherwise in the Merchant Onboarding Form. The Merchant redirects the Account Holder to the secured Hosted Payment Page of Comera Pay. The Hosted Payment Pages can be tailored on some points by the Merchant by using the standard ‘skin’ options embedded therein.

Merchant shall not capture, register and/or have the Account Holder fill in any Payment Details (expressly including Credit Card data) on its own site, but will use the Hosted Payment Pages instead to have the Account Holder submit its Payment Details there. Merchant will not use screen grabbing or other emulation technologies to input Payment Details onto the Hosted Payment Pages.

API Interface

(The following is only applicable for Merchants with which Comera Pay expressly agreed to provide a Payment Interface via the API method for Card Not Present Transactions.)

Connections to the API interface are made with “SOAP” calls using HTTPS. Authentication is performed via a combination of username/password, IP and/or client certificate checks.

If Merchant does not activate 3D-Secure for Transactions offered via the API interface where such option is available, Merchant understands that a higher Interchange Fee may be applied by the Card Schemes / Acquirers and other restrictions may be applied by the Card Schemes / Acquirers.

The Merchant using the API interface must at all times fully comply with the then current PCI-DSS rules and on Comera Pay’s first request demonstrate such compliance and provide its valid certification of its compliance. If the Merchant cannot prove the compliance to the PCI-DSS rules or its certification/compliance becomes invalid, Merchant will notify Comera Pay immediately. Comera Pay has the right to immediately suspend Transaction processing for Merchant in case Comera Pay has any indication that Merchant is not compliant with the PCI-DSS standards which Merchant cannot immediately prove to be not founded. Merchant shall fully indemnify and hold Comera Pay harmless from any losses, claims (including applied Fines by the Scheme Owners), costs or damage Comera Pay incurs as a result of Merchant’s breach of this obligation.

Merchant Equipment and Software / POS Terminals

The Merchant shall be solely responsible for the installation, servicing, maintenance, security and operation of the equipment and software needed to connect to the Payment Interface and submit Transactions for processing by Comera Pay. Comera Pay provides standard software modules and installation guides to the Merchant to help enable the connection to the Payment Interface and may provide software tooling to interact with POS Terminals provided or approved by Comera Pay to connect to the API. Comera Pay shall ensure its input is provided in a professional manner, but Merchant remains responsible to ensure the correct implementation and use of the Services in its own systems in accordance with the then current installation and usage instructions and software updates provided by Comera Pay via the Customer Area.

Merchant may only submit POS Transactions to Comera Pay if this is explicitly agreed in the Merchant Onboarding Form. Merchant may only submit POS Transactions for processing using POS Terminals approved by Comera Pay for such purpose from time to time, adhering strictly to any then current usage instructions as issued by Comera Pay with respect thereto via the Customer Area, including by updating the software embedded on the POS Terminal with software updates made available by Comera Pay.

The Merchant acknowledges and agrees to maintain the highest level of security by promptly updating its Point-of-Sale (POS) software in a timely manner, in accordance with the timelines and specifications provided by Comera Pay or the software provider. The Merchant understands that failure to update the POS software could potentially expose Comera Pay to vulnerabilities and fraudulent activities. Consequently, any losses, damages, liabilities, costs, or expenses incurred by Comera Pay due to the Merchant’s failure to update the POS software within the stipulated time will be borne solely by the Merchant. The Merchant hereby indemnifies and holds Comera Pay harmless against any such consequences. This clause is binding and shall survive the termination of the agreement between Comera Pay and the Merchant for any reason.

Where a POS Terminal is provided by Comera Pay or recommended for use by Merchant in combination with a third party device like a tablet, iPad, cash register, etc., a “Third Party Device,” Merchant must install the then current version of the software and related updates issued by Comera Pay for such Third Party Device on such Third Party Device. Comera Pay is not responsible or liable with respect to the proper functioning of the Third Party Device and use of such third party device will be subject to license and usage terms imposed by the relevant third party providers of such Third Party Device. Then current supported Third Party Devices are listed in the Customer Area.

Comera Pay may also provide Merchant with software building blocks (such as software libraries) to enable Merchant to create applications to interact with Comera Pay provided or Comera Pay approved POS Terminals. Support by Comera Pay with respect to the use of such tooling and software building blocks and the applications created therewith is not included in the Services of Comera Pay and such tools are provided on an “as is” basis without any warranty.

Hardware Warranty POS Terminals Provided By Comera Pay

Each POS Terminal is provided by Comera Pay with a three months limited hardware warranty, which starts on the day the POS Terminal is made available to Merchant. The hardware warranty solely entitles Merchant to the free reparation or replacement of a Comera Pay provided POS Terminal which through a defect in the POS Terminal cannot be used to submit Transactions to Comera Pay. In order to claim the reparation or replacement of a defective POS Terminal under the hardware warranty, Merchant must contact the Comera Pay Service Desk prior to the expiry of the term of the hardware warranty and obtain a return address to send the defective POS Terminal to, together with a filled out hardware claim form as provided to Merchant by Comera Pay for such purpose.

The hardware warranty does not apply in case: (i) the defect is caused by any undue external influence (e.g. contact with water, extreme temperatures, dropping the device, etc.); (ii) the defect is caused by any (attempt to) open, change, repair or add to the POS Terminal by parties other than Comera Pay or approved by Comera Pay in writing; (iii) the defect is caused by use contrary to the operating instructions in the then current usage guides and operating instructions issued by Comera Pay for such POS Terminal via the Customer Area; (iv) the defect is caused by use of the POS Terminal in combination with any third party software or device other than the then current Comera Pay approved versions of Third Party Devices, using then current approved versions of Comera Pay released software applications for the relevant Third Party Device.

Any discontinued approval by Comera Pay for connection to the API by means of a type of POS Terminal provided or previously approved by Comera Pay will where reasonably possible be announced at least 3 months in advance by Comera Pay via the Customer Area. Comera Pay will use commercially reasonable efforts to continue to support a specific model of POS Terminal it previously provided to Merchant for at least 2 years from the date it is made available for use by Merchant. Comera Pay reserves the right to apply a shorter notice period where reasonably deemed necessary: (i) to comply with new Scheme Owner requirements; (ii) to comply with changes in applicable laws; or (iii) to address an imminent security threat identified by Comera Pay. If Comera Pay discontinues support of a previously provided POS Terminal during the applicable hardware warranty period as specified in this clause 4, Comera Pay will on Merchant’s request replace such POS Terminal at no additional charge.

The Merchant is expressly prohibited from engaging in any unauthorized tampering, alteration, modification or interference with the software or hardware modules provided or licensed by Comera Pay. Such actions are strictly prohibited and may result in immediate termination of the agreement and other legal consequences. The Merchant acknowledges that any such tampering could potentially expose Comera Pay to significant risks, including but not limited to, security breaches, data losses, operational disruptions, and reputational damage. Consequently, the Merchant agrees to indemnify and hold Comera Pay harmless from and against any and all losses, damages, liabilities, costs, or expenses incurred by Comera Pay as a result of any such unauthorized tampering by the Merchant.This clause is binding and shall survive the termination of the agreement between Comera Pay and the Merchant for any reason.

Merchant Integration Responsibility:

It is the responsibility of the Merchant to comply with the relevant instructions and installation manuals issued by Comera Pay regarding its integration into the Comera Pay Services and Software, including updates issued from time to time to Merchant via the Customer Interface. Comera Pay is not obliged to provide notification of changes to the Software and the interfaces thereto which would not impact Merchant’s use of the Services if it had correctly followed the integration instructions and other usage manuals.

Defensive Programming:

Comera Pay strongly advises to use “defensive programming” when integrating with the Comera Pay Services. This implies, for example, that automated decisions programmed into the systems of Merchant should be defaulted to non-delivery of products and services. E.g., program your systems only to deliver products or services after receiving an express authorization of the payment requested and not program your system to deliver in case no explicit rejection is received.

Meaning Of Payment Status “Authorised”

If a payment request receives the status “Authorised” (or similarly worded status), this means the payment transaction is likely to be successful. However, this is not 100% certain. Payment may still be blocked or subject to Chargeback by the Account Holder (where Chargeback is possible under the relevant Scheme Rules). The likelihood of a payment marked as “Authorised” being blocked or unsuccessful depends on the Payment Method which is used. For example, for direct debit transactions, this risk is significant because in most cases the status “Authorised” only means the Account Holder’s bank account exists and not that there are enough funds on the bank account to actually perform the payment.

Changes To Software

Comera Pay reserves the right to change or amend the Software and the interface to it at any time, to provide the Merchant with a new version thereof, and/or to change the functionalities and characteristics of the Software. No changes will be implemented by Comera Pay which materially reduce functionality of the Services which was explicitly committed to be provided under the Merchant Onboarding Form, except where this is made necessary by: (i) the need to follow generally accepted changes in industry standards, (ii) changes in applicable laws or Scheme Rules, (iii) the need for increased security due to security risks identified by Comera Pay, (iv) other reasonable grounds which warrant the reduction of functionality. If Merchant is significantly impacted by a material reduction of functionality due to a change in the Software, it may terminate the Merchant Onboarding Form by giving written notice to Comera Pay within one month after Comera Pay announced the change.

Comera Pay will announce material changes to the API Interface for the Merchant where reasonably possible at least 12 months in advance to allow Merchant to prepare for any impact. Comera Pay endeavours to minimise changes to the API Interface. Shorter notice periods may have to be made to comply with applicable laws, changes in requirements from Acquirers or Scheme Owners, or the need for increased security due to security risks identified by Comera Pay.

Security Of Payment Details

Merchant guarantees not to copy, capture, or intercept Payment Details such as credit card numbers, CVM Codes, ‘PIN’ codes that are entered on the Hosted Payment Page or on the POS Terminal. This rule is imposed by the Scheme Owners to protect Account Holders against misuse of their Payment Details (like credit card numbers) and is strictly enforced by the Scheme Owners, and a violation of this rule can lead to the application of high fines by the Scheme Owners. If Comera Pay has reason to believe that Merchant is copying, capturing, or intercepting Payment Details, Comera Pay has the right to suspend processing of Transactions and Settlement. Merchant shall fully indemnify and hold Comera Pay harmless from any losses, claims (including applied fines by the Scheme Owners), costs, or damage Comera Pay incurs as a result of Merchant’s breach of this obligation.

CUSTOMER SUPPORT

Regular support is available by email, web, or telephone on Business Days during Working Hours. Emergency support is provided 24 hours per day. Supported helpdesk language is English. Support documentation is available in English. The support website will contain a knowledge base, news items, and troubleshooting helpers on a personalised basis.

SERVICE LEVEL AGREEMENT

Uptime Commitment Payment Interface

Comera Pay commits to use all commercially reasonable efforts to achieve an average minimum uptime of 99.5% (measured on a quarterly basis) of the Payment Interface, to receive Transaction requests, excluding from the uptime calculation any downtime of the Payment Interface caused by acts or omissions of Merchant, Acquirers or Scheme Owners, changes implemented on specific Merchant request, general internet failures, failures of individual Payment Methods, or force majeure. Merchant is obliged to immediately notify Comera Pay of any downtime of the Payment Interface which it experiences and to provide all reasonably requested cooperation in investigating and resolving any such downtime.

Comera Pay uses all reasonable efforts to avoid having to take the Payment Interface offline for executing planned maintenance. Should under exceptional circumstances such maintenance nevertheless prove necessary, Comera Pay will provide as much notice as practically possible and plan such maintenance in a manner and on a date and time to minimize the potential number of affected Transactions for all its Merchants. Should under emergency situations (e.g., in case of force majeure event or terrorist attack) unplanned maintenance be necessary to the Payment Interface necessitating it to be taken offline, Comera Pay will use all available resources to keep the required downtime to the absolute minimum.

Security And Compliance

Comera Pay takes reasonable measures to provide a secure payment system and shall keep its systems used to provide the Services PCI-DSS certified.

Backoffice Maintenance

Planned maintenance to the back office of Comera Pay’s payment processing system (the Customer Area) will happen in the standard weekly maintenance window on Tuesdays from 10:00 – 11:00 hours GST or at other times as determined by Comera Pay and communicated to Merchant. The Customer Area may be temporarily not available during planned maintenance. As specified above, back-office maintenance will only in exceptional circumstances affect the availability of the Payment Interface for accepting Transactions.

CHARGEBACKS AND REFUNDS

Chargeback Liability

Many Scheme Owners, and in particular including most Scheme Owners issuing Credit Cards, allow Account Holders to Chargeback Authorised and Settled Transactions by requesting a Chargeback from the Scheme Owner or the Issuing Bank. Merchant’s receipt of a Settlement and/or Authorisation confirmation regarding a particular Transaction therefore does not unconditionally entitle Merchant to receive Settlement of the Transaction amount or to keep the Settled amount, as in case the Account Holder claims a Chargeback in accordance with the relevant Scheme Rules, Merchant loses entitlement for the relevant amount and must return it via Comera Pay to the Account Holder. Please check the relevant Scheme Rules to see which Payment Methods allow Chargebacks and what procedures apply. Comera Pay credits a Merchant with Settlement amounts on the condition that no Chargeback shall occur. If there is a Chargeback, Comera Pay is authorized to adjust or set-off that credit from any other amount with Comera Pay, due to Comera Pay or becomes due to Comera Pay in future.

Scheme Owners and Comera Pay do not accept Merchant generating excessive levels of Chargebacks as Chargebacks are an indication of Merchant’s inability to provide the Merchant Products and Services in accordance with Account Holder expectations and create additional work and costs for all parties involved (including Scheme Owner, the Issuing Bank, and Comera Pay). If Chargeback levels of the Transactions of the Merchant for a specific Payment Method are above levels acceptable for Comera Pay and/or the relevant Scheme Owner for that Payment Method or are expected to become above unacceptable levels, Comera Pay reserves the right to suspend the availability of said Payment Method in its discretion.

In general, Merchant should take into account that a Chargeback level of more than 0.5% of the total volume of Transactions which is Authorised is considered unacceptable for Comera Pay and most Scheme Owners and can lead to suspension of Transaction processing for the relevant Payment Method and/or fines being applied (for which Merchant will be responsible). For some Payment Methods, higher or lower tolerances for Chargeback levels may apply; please check the relevant then current version of the relevant Scheme Rules for this (see Customer Area for more information). Please note that the relevant Scheme Owner, Acquirer, and/or Comera Pay not taking immediate action in case of excessive Chargeback levels occurring cannot be interpreted as consent or a waiver of related rights by Comera Pay, the relevant Acquirer, or Scheme Owner.

Merchant may not provide Refunds to an Account Holder for a previously processed Transaction using a different Payment Method than the method used for the original Transaction. The original Transaction can in such case still be subject to Chargeback by the Account Holder or Issuer, causing the Merchant to have to refund the received funds twice. This is a well-known method to make fraudulent use of stolen Credit Cards at the expense of Merchants.

The Merchant acknowledges that excessive instances of refunds, Customer complaints, or returns are indicative of potential shortcomings in the Merchant’s ability to provide its products and services in accordance with Customer expectations. Such excessive occurrences place undue burdens on all involved parties, including but not limited to Comera Pay, the Scheme Owners, and the Issuing Bank, due to the additional work and associated costs. Therefore, Comera Pay and the Scheme Owners do not accept an overabundance of these instances. The Merchant agrees to take all necessary steps to minimize such events and to promptly address any related issues that arise. Failure to do so may result in the imposition of penalties, up to and including termination of the agreement. The Merchant further agrees to indemnify and hold Comera Pay harmless from any losses, damages, liabilities, costs, or expenses incurred as a result of excessive refunds, Customer complaints, or returns. This clause is binding and shall survive the termination of the agreement for any reason.

In case Comera Pay has reasons to suspect that Merchant is not delivering its Merchant Services or Merchant Product on or prior to the Delivery Dates used to calculate the Uncompleted Order Amount and/or if Comera Pay has reason to suspect that the Merchant Products or Merchant Services for which Comera Pay processes Transactions are based on fraud, likely to cause high Chargeback volumes, and/or illegal, Comera Pay has the right to suspend Settlement of all related Transactions and/or block Authorisations therefor until Comera Pay has been given assurances to its satisfaction that the relevant Merchant Products and Services are actually delivered in accordance with applicable laws and orders placed by the Account Holder.

Chargeback Fee

For every Chargeback, a non-refundable Chargeback Fee will be charged to the Merchant as set out in the Merchant Onboarding Form.

Chargeback Payment

For every Chargeback where Comera Pay is obliged to pay the Chargeback amount, Merchant gives Comera Pay authority to deduct the same amount from the Merchant Settlements or where the Settlement amount is too low, from the Deposit.

Chargeback Period

As Chargebacks may arise a considerable period after the date of the relevant Transaction, the Merchant acknowledges and agrees that, notwithstanding the termination of the Merchant Onboarding Form for any reason, Comera Pay shall remain entitled to recover Chargebacks and Chargeback Fees and related fines from the Merchant in respect of all Chargebacks that occur in relation to Transactions effected during the term of the Merchant Onboarding Form.

Refund Charges

1. Refunds will be charged as a Transaction by Comera Pay and a Refund fee can be applied by Comera Pay after giving prior notice to Merchant, if manual intervention is needed or additional costs are incurred by Comera Pay to process such Refund.
2. Comera Pay will not execute a Refund (meaning the relevant sum will not be returned by Comera Pay to the relevant Account Holder, directly or via the relevant Acquirer/Scheme Owner) in case the funds for this cannot be subtracted from the next Settlement. Refunds are not funded by Comera Pay from the Deposit (as the Deposit is not calculated taking Refunds into account) or funded from its own means. On Merchant’s request, an additional deposit specifically for funding Refunds may be created with Comera Pay to ensure the immediate execution of Refunds, irrespective of then current Settlement amounts.

No Refund of Fees

Fees charged for executing the original Transaction will not be refunded in part or in whole to the Merchant if the Transaction is Refunded or made subject to a Chargeback.

PROPERTY RIGHTS

The property rights in the Software and other materials and all other intellectual property rights related to Comera Pay Services are owned by Comera Pay and its licensors. The Merchant Onboarding Form or these Terms does not transfer any intellectual property rights with respect thereto and only provides Merchant a limited, non-exclusive, and non-transferable license to use the Software and all other materials made available by Comera Pay solely for the purpose of using the Services in accordance with these terms and the applicable usage instructions communicated to Merchant via the Comera Pay website from time to time.

CONFIDENTIALITY, PRIVACY AND COMPLIANCE

Confidentiality

All information relating to the Merchant or to Comera Pay and designated as being confidential, and all information not expressly designated as confidential but which should reasonably be deemed confidential by reason of its nature or content, is considered “Confidential Information.” Each party remains the owner of all data made available to the other party. Merchant acknowledges that the terms of the Merchant Onboarding Form and any information provided by Comera Pay on its Services (including communications from Comera Pay’s support functions) are Confidential Information.

Each party undertakes to take all necessary steps to protect the confidential nature of all Confidential Information of the other party, agreeing, in particular:

• to share Confidential Information solely with personnel and representatives of the parties which have a need to have access to such information in order to exercise rights and obligations under the Merchant Onboarding Form; and
• to refrain from making any Confidential Information available to any third party without the prior written consent of the other party except for Comera Pay where necessary to perform the Services.

The obligation to maintain confidentiality does not apply to information:

• available to the general public;
• disclosed to one of the parties by a third party without any obligation of confidentiality;
• already in the possession of or known to one of the parties at the time of disclosure;
• developed independently of the Confidential Information by the other party; or
• if and to the extent to one of the parties and/or their employees are obliged under an act or by decision of a court or administrative authority to disclose such information.

The obligation of confidentiality as described in this clause shall remain in effect also following the termination of the Merchant Onboarding Form, regardless of the grounds for termination.

The following data is to be considered confidential, without need for special mention:

• all financial data;
• any agreed Merchant specific terms and conditions in the Merchant Onboarding Form, if applicable; and
• all user manuals, guides, and any Software relating to Comera Pay’s products and services.

The Merchant shall provide Comera Pay, the CBUAE, any competent regulator, any Scheme Owner, Acquirer, Issuer, auditor, investigator, or person appointed by any of them with prompt access to records, systems, premises, personnel, Transaction data, Customer data, proof of delivery, refund records, complaint records, policies, controls, licences, permits, and other information reasonably required in connection with the Services, Transactions, compliance monitoring, audits, investigations, disputes, Chargebacks, complaints, regulatory reviews, inspections, enforcement matters, or Scheme Rule compliance. The Merchant shall procure equivalent access and cooperation from its employees, contractors, agents, service providers, and subcontractors involved in the Merchant’s use of the Services.

Cooperation

The Merchant shall not obstruct, delay, mislead, or fail to cooperate with any audit, inspection, regulatory request, RFI, investigation, complaint, Chargeback, suspected fraud review, sanctions review, or AML/CFT/PF review. Failure to cooperate shall constitute a material breach and shall entitle Comera Pay to suspend processing, withhold Settlement, increase the Deposit Level, impose limits, or terminate the Merchant relationship immediately.

Compliance with Applicable Law

The Merchant shall comply with all Applicable Law relating to consumer protection, e-commerce, advertising, pricing, refunds, cancellation rights, delivery, warranties, complaints, data protection, and fair treatment of Customers. The Merchant shall ensure that all Customer-facing disclosures are clear, accurate, fair, not misleading, easily accessible, and provided before the Customer completes a Transaction. Such disclosures shall include the Merchant’s legal name, contact details, product or service description, total price, applicable taxes, delivery terms, cancellation terms, refund policy, warranty terms, complaint channels, and any material restrictions.

Representation

The Merchant shall not make any representation that Comera Pay is the seller, supplier, manufacturer, service provider, guarantor, or warrantor of the Merchant Products or Merchant Services. Comera Pay’s role is limited to providing the relevant payment services, unless expressly agreed otherwise in writing. The Merchant shall remain solely responsible for the quality, legality, delivery, fulfilment, refund, cancellation, warranty, after-sales support, and customer service relating to Merchant Products and Merchant Services.

Privacy

Comera Pay processes personal data in accordance with Federal Decree-Law No. 45 of 2021 (PDPL). For onboarding, fraud/AML, and risk, Comera Pay acts as a Controller; for payment processing of Merchant’s customers, Comera Pay acts as Processor on Merchant’s documented instructions. Comera Pay will honor Data Subject rights (access, rectification, deletion, restriction, objection), implement appropriate security, and ensure any cross-border transfers meet PDPL requirements.

Compliance

The Merchant’s use of the Hosted Payment Page is PCI compliant under Comera Pay’s PCI DSS certification for the Hosted Payment Pages subject to Merchant complying with these Terms.

DURATION AND CANCELLATION

Duration

Except where explicitly agreed otherwise in the Merchant Onboarding Form, the Merchant Onboarding Form is entered into for an indefinite period until it is terminated by either party by giving at least two (2) months’ written notice to the other party.

Termination

Merchant has the right to terminate the Merchant Onboarding Form immediately if:

The Service availability in any given calendar month is less than 85%; and/or

The SLA commitments in these Terms are not met during two consecutive quarters.

Comera Pay has the right to terminate the Merchant Onboarding Form and/or stop the processing or Settlement of Transactions for Merchant immediately in part or in whole if:

• The provision of Merchant’s Services/Products is reasonably suspected by Comera Pay to be in breach with legislation in the country where the Merchant Services/Products are offered from or to;
• Merchant has materially changed the type of Merchant Services or Merchant Products without obtaining Comera Pay’s prior written permission to use the Services for the new or changed types of Merchant Services or Merchant Products;
• Merchant materially breaches any of the terms of the Merchant Onboarding Form, the Scheme Rules, and/or applicable laws in the context of using the Services;
• An Acquirer or Scheme Owner demands Comera Pay to terminate or suspend providing Services to Merchant with respect to Payment Methods made available by such Acquirer or Scheme Owner to Comera Pay;

• Comera Pay finds there are clear indications that Merchant is, or is likely to become insolvent and/or unable to provide a material part of the Merchant’s Products and/or Services.

Comera Pay retains the unilateral right to terminate this agreement, inclusive of the Merchant Onboarding Form and associated Terms, without any liability, should the Merchant remain inactive for a period of three (3) months (Non-Usage). The determination of inactivity and the decision to terminate the agreement rest solely at the discretion of Comera Pay

Liability

No Liability for Scheme Owners and Third Party Acquirers

Comera Pay shall only be liable for its own acts or omissions and not for acts or omissions of third parties. This exclusion expressly applies to acts or omissions of Scheme Owners and Acquirers or for events or activities originating outside the systems of Comera Pay (such as internet disturbances or malfunctions in third party systems), except in case such events were caused by the intent or gross negligence of Comera Pay.

Limitation of Liability

The total liability of Comera Pay under the Merchant Onboarding Form towards Merchant for breach of contract, tort or under any other legal theory in any calendar year is limited to an amount equal to the total Processing Fees paid by the Merchant to Comera Pay during the previous three months.

Comera Pay shall not be liable for breach of contract, tort or under any other legal theory for any loss of profit, business, contracts, revenues or anticipated savings, or damage to good name; or for any special, indirect, or consequential damages.

Neither Comera Pay nor any other party to the Merchant Onboarding Form excludes or limits its liability under the Merchant Onboarding Form for intent, gross negligence, death, fraud or personal injury.

Indemnification and Fines

If any claims for damages, costs and expenses are asserted against Merchant by third parties asserting that these third parties are the owner of any rights regarding the Software and/or systems of Comera Pay, Comera Pay shall indemnify Merchant without delay from these third-party claims, including Merchant’s reasonable costs of its legal defence, and offer Merchant the necessary assistance in its legal defence.

Merchant shall indemnify and hold Comera Pay harmless from any claim (including legal fees) brought against Comera Pay by any third party (expressly including Scheme Owners and Acquirers and their claims for payments of fines) as a result of Merchant’s breach of the terms of the Merchant Onboarding Form, applicable laws and/or the Scheme Rules applying to the Payment Methods used by Merchant.

General Provisions

Transfer

Comera Pay shall be entitled, at any time, to assign, novate or otherwise transfer the Merchant Onboarding Form to another company in the Comera Pay group or its affiliates without the prior consent of the Merchant by providing written notice to Merchant of such transfer.

Null Provisions

In the event that any provision in the Merchant Onboarding Form (including these Terms) is declared null and void or inapplicable, said provision shall be deemed nonexistent, and all other provisions of the Merchant Onboarding Form (including these Terms) shall remain applicable. The parties undertake to take all steps to eliminate the provision declared null and void and/or inapplicable and to replace the same with a provision approaching, insofar as possible, the economic objective of the provision declared null and/or inapplicable.

Entire Agreement

The Merchant Onboarding Form and these Terms contain all the commitments between the parties and replace all other prior contractual commitments between the parties. No representation, warranty or undertaking given by any of the parties to any of the other parties under the Merchant Onboarding Form or these Terms shall be of any force or effect unless expressly reduced to writing and repeated in the Merchant Onboarding Form, and all implied or prior representations, warranties and undertakings are, save to the extent expressly set out in the Merchant Onboarding Form, expressly excluded to the fullest extent permitted by law.

Use of Name of the Parties

The Merchant agrees that its name and standard logo (as published by the Merchant) may be included by Comera Pay in the Comera Pay client list on its website and in its sales materials. Comera Pay shall be entitled to use said list freely in its commercial efforts. Any other use of Merchant’s name, logo or information shall only occur with Merchant’s prior written approval which Merchant may withhold in its discretion.

The Merchant may on its website in the section “frequently asked questions,” or in a similar informational section on its website, refer to Comera Pay as its payment service provider, explaining that this is the reason why the name Comera Pay may appear on bank statements of the Customer. Merchant may also include an internet link to the website of Comera Pay in such context. Merchant may not mention Comera Pay on the home page of its website in any situation. Merchant must in each case also clearly state that Customers of Merchant should not contact Comera Pay for support or questions regarding payments processed by Comera Pay for Merchant. Merchant may not use the logo of Comera Pay anywhere on its website without the prior express written approval of Comera Pay, which Comera Pay may refuse or withdraw in its discretion.

Changes to These Terms

Comera Pay may revise the Terms from time to time by giving 7 days written notice to the Merchant via email or a notice in the Customer Area. If the change has a material adverse impact on Merchant and Merchant does not agree to the change, Merchant may give written notice of its objection to Comera Pay within 7 days after receiving notice of the change. If Comera Pay receives such notice, Comera Pay will contact Merchant to discuss the objections of the Merchant. If the Merchant continues to refuse to accept the change and Comera Pay refuses to withdraw the announced change, Merchant may terminate the Merchant Onboarding Form by giving at least one month written notice to Comera Pay (such termination notice to be sent at the latest 60 days after Merchant received notice of the change). Merchant is not entitled to object to and shall not have the rights set out in this clause for any change which Comera Pay implements in order to comply with applicable law or requirements imposed by the relevant Acquirers and/or Scheme Owners. For such imposed changes, shorter notice periods may be applied by Comera Pay as is needed to comply with the relevant requirement.

Deviating Terms

The applicability of Merchant’s purchasing or other general terms and conditions is expressly rejected. If Merchant accepts a proposal made by Comera Pay (including a proposed Merchant Onboarding Form) by issuing a separate written statement – for example, a purchase order – which refers to the proposal and/or the Merchant Onboarding Form, then additional or deviating terms or conditions contained in or referred to in such separate document shall not apply between the parties unless such deviating terms are explicitly accepted in a written statement issued and signed by a Comera Pay senior executive who is authorized to sign such written statement as per the policies of Comera Pay. In any case, the terms of the Merchant Onboarding Form as proposed by Comera Pay, including these Terms shall take precedence over any terms and conditions contained or referred to in any such acceptance document from Merchant.

Online Contracting – Written Confirmation

In case Merchant has concluded the Merchant Onboarding Form with Comera Pay via Comera Pay’s website or via any other online means, Comera Pay may at any time request that Merchant reconfirms its acceptance of the terms of the Merchant Onboarding Form (including these Comera Pay Terms) by means of a written document signed by an authorised representative of the Merchant. If Merchant does not comply with such request within 5 days after receiving a request by Comera Pay to do so (which request may be issued to Merchant via the contact email address submitted by Merchant when concluding the Merchant Onboarding Form), Comera Pay reserves the right to suspend part, or all of the Services until Merchant has complied with such request.

Settlement of Disputes

Dispute Handling

The parties undertake to take all steps to reach an amicable agreement to any dispute arising in relation to the validity, interpretation or fulfilment of the Merchant Onboarding Form. This clause is without prejudice to a party’s right to seek interim relief against any other party (such as an injunction) through the competent courts to protect its rights and interests, or to enforce the obligations of any of the other parties.

Applicable Law and Jurisdiction

The Merchant Onboarding Form and these terms and conditions are solely governed by the UAE law to the extent it is not in violation or conflict with any law or regulations of the UAE. In the absence of an amicable agreement, any dispute relating to the validity, interpretation or fulfilment of the Merchant Onboarding Form and these Terms shall be submitted to the exclusive jurisdiction of the court of Abu Dhabi Global Market for both contractual and non-contractual claims.