The following terms and conditions apply specifically to the Merchant’s use of Comera Pay’s POS, SoftPOS, card-present, contactless, QR-enabled, and other point-of-sale acceptance services, as enabled by Comera Pay from time to time (the “POS Services”). This Annexure forms part of, and shall be read together with, the Comera Pay Merchant Service Standard Terms and Conditions, the Merchant Onboarding Form, the Application Form, the Schedule of Charges, the Operating Guide, and any other applicable product-specific schedule or instruction issued by Comera Pay from time to time.

Unless expressly defined in this Annexure, capitalized terms shall have the meanings given to them in the Comera Pay Merchant Service Standard Terms and Conditions. In the event of inconsistency between this Annexure and the Merchant Service Standard Terms and Conditions, this Annexure shall prevail only in respect of POS Services and only to the extent of such inconsistency, provided that the provisions relating to regulatory compliance, AML/CFT/PF, sanctions, consumer protection, data protection, safeguarding, settlement holds, set-off, audit, indemnity, limitation of liability, and termination in the Merchant Service Standard Terms and Conditions shall continue to apply to the POS Services.

1. Definitions and Interpretation

• Account: A mobile/digital wallet, QR-based payment account, or other non-card payment account as enabled for acceptance from time to time.
• Acquiring Services: Enabling card and enabled Account acceptance on POS/SoftPOS, including authorization, clearing, settlement, refunds, chargebacks, representments, and related processing.
• Authorization: Confirmation from the relevant issuer/scheme that the card/account appears valid with available funds at the time of the request (not a payment guarantee).
• Approved Outlet: Approved Outlet means each physical store, branch, kiosk, mobile sales location, event location, or other point of sale approved by Comera Pay for use of the POS Services.
• Bank Account: Bank Account means the bank account approved and verified by Comera Pay for Settlement to the Merchant, which must be held in the Merchant’s legal name unless Comera Pay expressly approves otherwise in writing.
• Business Day: A day banks are open for business in the UAE.
• Card / Cardholder: A payment card (debit/credit/prepaid/charge/commercial) issued under an applicable scheme, and its authorized user.
• Cardholder Data: Cardholder Data means any data relating to a Card or Cardholder, including primary account number, cardholder name, expiry date, service code, authentication data, PIN, CVV, magnetic stripe data, chip data, tokenized card data, and any other sensitive payment data protected under PCI DSS, Scheme Rules, or Applicable Law.
• Chargeback: A transaction reversal initiated under applicable scheme rules; includes any related scheme assessments and Comera Pay’s reasonable costs.
• DCC: Dynamic Currency Conversion offered at POS (if enabled) allowing foreign cardholders to transact in their billing currency.
• Equipment: POS terminals, SoftPOS software, and any related hardware, consumables, or software provided/approved by Comera Pay.
• Floor Limit: The monetary limit above which explicit authorization is required. Unless otherwise agreed in writing, the Floor Limit is zero.
• Manual Key Entry: Manual Key Entry means the manual entry of Card details into a POS Terminal, SoftPOS Device, or other payment interface without the Card being read through chip, contactless, swipe, tokenized credential, or other approved card-present method.
• Operating Guide: Comera Pay’s operating instructions and manuals (as amended from time to time).
• PCI DSS: Payment Card Industry Data Security Standards (as amended).
• Personal Data: Information relating to an identified or identifiable natural person processed in connection with the Services.
• POS Record / Receipt: The printed/electronic record of a transaction or refund.
• Scheme Rules: Rules, operating regulations, and manuals of payment schemes.
• Settlement: Payment from Comera Pay to Merchant for completed transactions, net of set-offs.
• SoftPOS Device: SoftPOS Device means a mobile phone, tablet, or other device approved by Comera Pay to operate SoftPOS software and accept Transactions without a traditional POS Terminal.
• Terminal ID: Terminal ID means the unique identifier assigned to a POS Terminal, SoftPOS Device, or acceptance point approved by Comera Pay.

2. Application and Onboarding

The Merchant must complete and sign (including e-signature) the Application Form with accurate KYC details and contact information for authorized representatives.

Comera Pay may rely on electronic signatures, electronic acceptances, portal acceptances, and email instructions that appear to originate from the Merchant’s authorized representatives, registered email addresses, authorized domains, or other communication channels notified to Comera Pay. The Merchant represents and warrants that each person submitting, signing, or accepting the Application Form or any POS-related instruction on behalf of the Merchant has full authority to do so. The Merchant shall be liable for all losses, liabilities, Chargebacks, Refunds, fees, costs, and claims arising from inaccurate information, unauthorized acceptance, compromised email accounts, internal authority disputes, or instructions submitted or appearing to be submitted on the Merchant’s behalf, except to the extent caused by Comera Pay’s fraud, willful misconduct, or gross negligence.

Provision of Services is subject to completion of due diligence and Comera Pay’s approval at its sole discretion.

Approval to use the POS Services is specific to the Merchant, Approved Outlet, Bank Account, Terminal ID, business activity, transaction profile, products, services, and acceptance channels approved by Comera Pay. The Merchant shall not use the POS Services at any location, website, application, event, branch, franchise, sub-merchant, third-party location, or business activity that has not been approved by Comera Pay in writing.

The Merchant shall notify Comera Pay in advance of any proposed change to its ownership, UBOs, directors, authorized signatories, business activity, MCC, Approved Outlet, settlement Bank Account, website, application, products, services, refund model, delivery model, expected transaction volume, average ticket size, transaction geography, POS Terminal location, SoftPOS Device usage, or any other information provided during onboarding. Comera Pay may suspend or restrict the POS Services until such change has been reviewed and approved.

3. Acceptance of Cards and Accounts (POS/SoftPOS)

The Merchant shall accept valid Cards and enabled Accounts only for bona fide sales of goods or services sold by the Merchant in the ordinary course of business at Approved Outlets and within the Merchant’s approved MCC and business profile. The Merchant shall not discriminate against Cardholders or Account holders, impose prohibited surcharges, impose undisclosed payment fees, set unlawful minimum or maximum transaction values, or apply payment acceptance practices that breach Applicable Law, Scheme Rules, Consumer Protection Requirements, or Comera Pay’s instructions.

For each POS Transaction, the Merchant shall, as applicable, obtain Authorization through Comera Pay’s systems, ensure that the Card or enabled Account is valid and present where required, capture PIN, signature, biometric authentication, contactless approval, or other Cardholder verification method required by the POS Terminal, SoftPOS Device, Operating Guide, Scheme Rules, or Comera Pay’s instructions, and issue a POS Record or Receipt where required. The Merchant shall comply with all applicable Scheme Rules and Cardholder verification requirements. Comera Pay is not responsible for the independent rules, privacy notices, service terms, system availability, decisions, actions, or omissions of Scheme Owners, Issuers, Acquirers, payment networks, or Account providers.

Floor Limit is zero unless Comera Pay agrees otherwise in writing. The Merchant must not complete transactions after an authorization decline or re-submit declined transactions.

Authorization confirms fund availability at that moment; it is not a payment guarantee and does not preclude chargebacks.

Double-swiping or capturing sensitive card data outside the POS/SoftPOS flow is prohibited.

The Merchant shall not process transactions inconsistent with its declared business model, including but not limited to unusual ticket sizes, excessive key-entry transactions, rapid refund cycles, or split transactions designed to evade controls.

Manual Key Entry is prohibited unless expressly enabled by Comera Pay in writing. Where Manual Key Entry is enabled, the Merchant shall use it only in accordance with the Operating Guide and Scheme Rules and shall bear all Chargebacks, Refunds, fraud losses, Scheme assessments, and related liabilities arising from Manual Key Entry, except to the extent caused by Comera Pay’s fraud, willful misconduct, or gross negligence. Comera Pay may disable Manual Key Entry at any time without prior notice.

Each POS Record or Receipt must accurately reflect the Transaction amount, currency, date, time, Approved Outlet, Terminal ID where available, authorization code where available, masked Card or Account reference, Merchant name or descriptor, and any other information required under the Operating Guide, Scheme Rules, or Applicable Law. The Merchant shall not issue misleading, incomplete, false, or altered receipts.

4. Equipment (POS / SoftPOS)

The Merchant may use only Equipment and materials provided or expressly authorized by Comera Pay; no alterations, relocations, or integrations (e.g., ECR) without Comera Pay’s approval.

Unless expressly sold to the Merchant under a separate written arrangement, all Equipment, POS Terminals, software, SIM cards, peripherals, decals, manuals, security keys, and related materials provided by or on behalf of Comera Pay remain the property of Comera Pay or its relevant supplier. The Merchant shall hold such items in safe custody, use them only for the POS Services, not create any lien or security interest over them, and return them immediately upon request, suspension, or termination.

The Merchant shall not move, transfer, lend, lease, sell, reassign, reconfigure, tamper with, open, repair, alter, substitute, connect to unauthorized systems, or allow any third party to use any POS Terminal, SoftPOS Device, or Equipment without Comera Pay’s prior written approval. Each POS Terminal and Terminal ID may be used only at the Approved Outlet or approved mobile use case for which it has been configured.

The Merchant must ensure only trained, authorized staff operate the Equipment and must immediately report damage, loss, theft, or unauthorized use. The Merchant is responsible for repair/replacement costs except normal wear and tear.

Comera Pay (or its agents) may access outlets on reasonable notice to install, inspect, maintain, or remove Equipment.

The Merchant is responsible for ensuring that devices used for SoftPOS are secure, free from malware, jailbreaking, rooting, or tampering. Any compromise of device security that contributes to fraud shall be the Merchant’s responsibility. The Merchant shall immediately stop using and notify Comera Pay of any SoftPOS Device that is lost, stolen, compromised, suspected to be compromised, reassigned to another user, repaired, reset, jailbroken, rooted, tampered with, or no longer under the Merchant’s secure control.

5. Prohibited Transactions

• Process transactions not arising from genuine sales;
• Process for own staff/related parties to generate cash or benefits;
• Add surcharges where prohibited;
• Accept for goods/services not provided;
• Act as a payment facilitator or process for third parties;
• Give cash advances.

Tobacco, firearms, high-risk crypto, gaming, adult content, counterfeit goods, charities without consent, and in line with applicable laws and regulations.

6. Refunds

Refunds must be processed to the same card as the original sale, through the POS/SoftPOS “Refund” function (or via Comera Pay’s backend if enabled). No cash refunds for card transactions. Refunds shall be processed within 3–5 business days from the date of merchant approval or transaction reversal request, in line with card scheme requirements.

7. Chargebacks and Fraud

Transactions may be charged back under Scheme Rules (e.g., invalid/unauthorized transactions, card-not-present risks if key-entered, defective/non-received goods/services, mismatched or incomplete receipts, counterfeit/expired cards, or excessive chargebacks/fraud).

The Merchant is liable for chargebacks and related fees/assessments; Comera Pay may deduct such amounts from Settlement without notice.

The Merchant must provide requested documents/information within 3 Business Days for any dispute/fraud inquiry. Time is of the essence. If the Merchant fails to provide the requested documents, information, or other cooperation within the time required under clause iii, Comera Pay may, in its sole discretion and without liability to the Merchant: (a) treat the relevant chargeback, retrieval request, fraud inquiry, or other dispute as accepted or conceded by the Merchant; (b) decline to challenge, defend, re-present, or otherwise pursue the matter with any Scheme, issuer, acquirer, processor, or other third party; and/or (c) recover or retain from Settlement, Reserve, or otherwise from the Merchant the full amount of the relevant transaction together with all related chargebacks, refunds, reversals, fees, fines, penalties, assessments, costs, and expenses.

The Merchant shall promptly notify Comera Pay of suspected fraud and cooperate in investigations and risk controls.

Comera Pay applies ongoing risk-based monitoring of Merchant transactional behavior, including volume, ticket size, refund patterns, key-entry ratios, geographic exposure, and chargeback levels. Where risk indicators are identified, Comera Pay may impose controls including additional authentication requirements, rolling reserves, settlement delays, transaction limits, or suspension. Comera Pay is not obligated to disclose internal fraud detection methodologies, risk thresholds, monitoring parameters, or scheme-trigger criteria when exercising its rights under this section.

8. Data Protection, Security & PCI DSS

Each Party will comply with applicable data-protection laws. The Merchant will only use transaction data for purposes of this Agreement and must keep Cardholder data secure, prevent unauthorized access/disclosure, and never store sensitive authentication data contrary to PCI DSS.

The Merchant must at all times maintain PCI DSS compliance (current version) and implement appropriate risk controls.

The Merchant will maintain proper facilities and records related to transactions for at least 18 months (or longer if required by applicable law/scheme rules).

Merchant acknowledges Comera Pay may process/store data on servers outside Merchant’s domicile for operational reasons, subject to applicable law.

The Merchant shall notify Comera Pay immediately upon becoming aware of any actual or suspected security incident, data breach, POS Terminal compromise, SoftPOS Device compromise, malware, unauthorized access, credential compromise, skimming, phishing, fraudulent staff activity, loss or theft of Equipment, Cardholder Data compromise, or any other incident that may affect the POS Services, Cardholder Data, Transactions, Customers, Settlement, Scheme Rules, PCI DSS, or Regulatory Requirements. The Merchant shall cooperate fully with Comera Pay, Scheme Owners, Acquirers, Issuers, regulators, forensic investigators, and law enforcement in relation to any such incident.

9. Fees, Taxes and Charges

Merchant shall pay the fees set out in the Schedule of Charges (including MSF, transaction fees, chargeback fees, and any “Fall Below Fee” if volumes fall below a set threshold), plus applicable VAT/Taxes.

Comera Pay may change Charges (or packaged offers) on 30 days’ prior written notice, except where regulatory/scheme/interchange changes require shorter notice or immediate effect. Merchant may terminate during the notice period; otherwise, changes are deemed accepted.

Comera Pay may pass through to the Merchant, with immediate effect where required, any increase, new fee, assessment, fine, charge, interchange fee, Scheme fee, Acquirer fee, Issuer fee, processor fee, regulatory fee, tax, levy, or other third-party cost imposed in connection with the POS Services.

Late amounts accrue interest at 2% per month until paid.

10. Set-Off; Suspension

Comera Pay may set off, withhold, or deduct any amounts due (e.g., fees, refunds, chargebacks, assessments, claims) from Settlement or otherwise invoice the Merchant.

Comera Pay may suspend Transactions, Settlement, POS Services, Terminal IDs, SoftPOS Devices, Refunds, DCC, Manual Key Entry, specific Payment Methods, or any related functionality immediately and without liability where Comera Pay suspects or identifies breach, fraud, criminal activity, AML/CFT/PF concerns, sanctions exposure, regulatory concern, Scheme Rule breach, pending investigation by any competent authority, Scheme Owner, Issuer, Acquirer, or law enforcement authority, excessive Refunds, excessive Chargebacks, unusual velocity patterns, mismatched MCC utilization, abnormal transaction values, compromised Equipment, data breach, security incident, unauthorized location, unauthorized terminal use, settlement account risk, customer harm, or material deviation from the Merchant’s approved business model. Settlement shall not resume until Comera Pay is satisfied that the relevant risk, investigation, exposure, or breach has been resolved.

Suspension may also occur where Merchant fraud ratios, chargeback ratios, or other scheme risk indicators exceed acceptable levels, or where transaction patterns materially deviate from the Merchant’s approved business model.

Comera Pay shall not be liable for any loss, claim, cost, delay, business interruption, loss of revenue, reputational harm, or other consequence arising from any suspension, restriction, withholding, Reserve, Settlement delay, rejection, or termination undertaken in good faith for legal, regulatory, Scheme Rule, AML/CFT/PF, sanctions, fraud, security, customer protection, operational, or risk reasons.

11. Settlement

Merchant must submit daily POS Records no later than 3 calendar days following the transaction date; late or incomplete submissions may be declined and/or charged back.

Unless otherwise agreed by Comera Pay in writing, Settlement shall be made in AED to the Bank Account approved and verified by Comera Pay, net of all fees, taxes, Refunds, Chargebacks, reversals, assessments, fines, penalties, set-offs, Reserves, negative balances, and other amounts due or potentially due from the Merchant. Currency conversions, where applicable, shall be made using Comera Pay’s prevailing rate or the applicable Scheme, Acquirer, Issuer, processor, or settlement bank rate at the relevant processing or settlement date.

Comera Pay shall not be required to Settle to any third-party account, foreign account, individual account, account in a different name, high-risk jurisdiction account, or any account that does not satisfy Comera Pay’s due diligence, AML/CFT/PF, sanctions, fraud, regulatory, and risk requirements. If Comera Pay exceptionally agrees in writing to settle to an account that is not held in the Merchant’s legal name, such Settlement shall be subject to enhanced due diligence and any additional documentation, indemnity, verification, or control required by Comera Pay, and shall constitute good discharge of Comera Pay’s Settlement obligation once made in accordance with the approved instructions.

12. Marketing; IP; Confidentiality

Merchant may display Comera Pay/scheme decals and promotional materials as reasonably instructed; on termination, all such materials must be removed.

All Comera Pay IP remains Comera Pay’s property; no rights are granted except to use materials as instructed.

Each Party will keep the Agreement and confidential information confidential, subject to customary carve-outs (law/authority disclosures, public domain, third-party source).

13. Compliance and Audit

Merchant will comply with Scheme Rules, the Operating Guide, and applicable laws (including AML/CFT and sanctions) and shall enable audits in case of fraud/scheme investigations or AML issues.

Merchant will provide information and access for audits/inspections on reasonable notice and cooperate with investigations by Comera Pay, schemes, or regulators.

The Merchant shall be responsible for all losses, fines, penalties, assessments, monitoring programme fees, remediation costs, operational costs, Chargebacks, Refunds, Settlement delays, Reserves, customer redress, regulatory costs, and other liabilities arising from excessive fraud levels, excessive Chargebacks, Scheme monitoring programme enrolment, regulatory investigations, law enforcement inquiries, AML/CFT/PF reviews, sanctions reviews, security incidents, or other risk events triggered by or connected with the Merchant’s Transaction activity, systems, personnel, products, services, customers, outlets, devices, or breach of these Terms. The Merchant shall provide Comera Pay, the CBUAE, any competent regulator, Scheme Owner, Acquirer, Issuer, payment network, auditor, forensic investigator, or person appointed by any of them with access to premises, Equipment, POS Terminals, SoftPOS Devices, systems, records, personnel, Transaction data, Customer data, proof of delivery, refund records, complaint records, policies, controls, and other information reasonably required for audit, inspection, investigation, compliance monitoring, Chargeback defense, fraud review, AML/CFT/PF review, sanctions review, Scheme Rule compliance, regulatory review, or enforcement purposes.

14. Indemnities and Liability

i. Without prejudice to the indemnities in the Merchant Service Standard Terms and Conditions, the Merchant shall indemnify and hold harmless Comera Pay, its shareholders, directors, officers, employees, affiliates, agents, service providers, Scheme Owners, Acquirers, Issuers, and payment networks from and against all claims, losses, liabilities, damages, penalties, fines, assessments, Chargebacks, Refunds, reversals, Settlement losses, negative balances, taxes, customer redress, Scheme monitoring programme costs, regulatory actions, legal fees, investigation costs, forensic costs, remediation costs, and expenses arising out of or in connection with:

• Chargebacks, Refunds, reversals, duplicate processing, incorrect processing, unauthorized processing, Manual Key Entry, key-entry risks, CNP-like risks, DCC claims, customer disputes, or transaction errors;
• Merchant Products, Merchant Services, delivery, non-delivery, defective goods, defective services, cancellations, warranties, complaints, mis-selling, misleading advertising, unfair practices, pricing, taxes, or customer support;
• Fraud, suspected fraud, transaction laundering, unauthorized aggregation, hidden sub-merchants, prohibited transactions, illegal activity, AML/CFT/PF concerns, sanctions exposure, or breach of Comera Pay’s risk requirements;
• Any data breach, PCI DSS breach, POS Terminal compromise, SoftPOS Device compromise, Equipment misuse, malware, phishing, credential compromise, skimming, unauthorized access, or security incident involving the Merchant, its systems, personnel, service providers, or subcontractors;
• Any breach of Applicable Law, Regulatory Requirements, Scheme Rules, PCI DSS, Consumer Protection Requirements, AML/CFT/PF requirements, Sanctions, the Operating Guide, this Annexure, or the Merchant Service Standard Terms and Conditions; and
• Any failure by the Merchant to cooperate with any RFI, audit, investigation, complaint, Chargeback, Refund, regulatory request, law enforcement request, sanctions review, AML/CFT/PF review, consumer protection matter, or security review.

To the maximum extent permitted by law, neither Party is liable for indirect or consequential losses. Comera Pay’s aggregate liability for the Services is limited to the fees paid by Merchant for the Services in the 3 months preceding the event giving rise to liability (excluding amounts settled to Merchant). Nothing limits liability for death/personal injury caused by negligence, fraud, or any liability that cannot be limited by law.

Comera Pay shall not be liable for any claim, loss, complaint, Refund, Chargeback, warranty claim, delivery failure, product defect, service failure, misrepresentation, pricing dispute, tax issue, consumer claim, or other liability arising from or connected with Merchant Products, Merchant Services, the Merchant’s store, website, application, personnel, service providers, SoftPOS Devices, POS Terminals under the Merchant’s control, or the underlying relationship between the Merchant and the Customer.

15. Force Majeure

No liability for delay/failure caused by events beyond reasonable control (including system/network outages, scheme/issuer actions, labor disputes, disasters, war/civil unrest, epidemics/pandemics).

If such event continues 60 days, either Party may terminate on 30 days’ written notice.

17. Notices; Communication

Notices shall be in writing (email acceptable) to the addresses set out below or updated in writing.

Comera Pay may act on email instructions appearing to originate from Merchant but may refuse if authenticity is in doubt. Merchant indemnifies Comera Pay for acting on such instructions unless Comera Pay is negligent or at fault.

Comera Pay: merchantservices@comerapay.com Merchant: as per Application Form.

18. General

No assignment by Merchant without Comera Pay’s consent; Comera Pay may assign within its group or successor businesses.

No partnership/joint venture/agency is created. No third-party rights. No waiver by delay/partial exercise. If any provision is invalid, the rest remains effective. Entire agreement clause applies. Amendments require written notice as stated in Section 9.2 (charges) and in this Section (Agreement updates with 30 days’ notice; Merchant may terminate within notice period).

Governing Law & Jurisdiction: This Annexure, the Merchant Service Standard Terms and Conditions, the Merchant Onboarding Form, and any non-contractual obligations arising out of or in connection with them shall be governed by the laws of the United Arab Emirates, as applicable in the Emirate of Abu Dhabi. Subject to any mandatory jurisdiction of the CBUAE, any competent regulator, or any competent UAE court, the courts of Abu Dhabi Global Market shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Annexure, the Merchant Service Standard Terms and Conditions, the Merchant Onboarding Form, or any non-contractual obligations connected with them. Nothing in this clause shall prevent Comera Pay from seeking interim, injunctive, protective, recovery, enforcement, or urgent relief before any court or authority of competent jurisdiction.

Schedule A – Dynamic Currency Conversion (DCC) [Only if enabled]

If enabled, Merchant will offer DCC to eligible foreign cardholders and clearly disclose: local amount, billing-currency amount, the conversion rate, and markup (as determined by Comera Pay). Cardholder choice will be honored.

Merchant shall not force, steer, mislead, or pressure a Cardholder to select DCC. The Cardholder must be given a clear and genuine choice to pay either in the transaction currency or the Cardholder’s billing currency, and the Merchant must ensure that the DCC rate, margin or markup, transaction amount, billing-currency amount, and Cardholder choice are clearly disclosed before the Transaction is completed.

Failure to disclose/offer choice or to honor choice may result in chargebacks borne by Merchant. Refunds should use the same method/currency logic where technology permits; otherwise, refunds are processed per Scheme Rules.

Comera Pay may train Merchant staff, modify DCC parameters, and suspend/terminate DCC at any time by notice. DCC-related chargebacks, claims, or disputes are the Merchant’s responsibility.

If a DCC rebate is applicable, the rate and calculation will be as per the Application Form.

Disclaimer: This Annexure forms part of the Merchant Agreement for POS/SoftPOS acquiring services, together with the Merchant Service Standard Terms and Conditions, the Merchant Onboarding Form, the Application Form, the Operating Guide, the Schedule of Charges, and any applicable Service Schedule. This Annexure does not operate as a standalone agreement unless expressly agreed by Comera Pay in writing.