Terms & Conditions

1. Registering for Gateway Services

You shall be required to register with us to use the Gateway Services (see Registering for Gateway Services) You shall provide us with information about your company and we will verify your information (directly or through third parties).

2. Eligibility
• We may ask you for further information or Documentation and we may require you to confirm ownership of your information, including your email address. You give us permission to do this and to periodically update the information or we must decline to offer our services to you. Please refer to our privacy policy on how we treat your information. We may approve your account unless deemed ineligible by us or the Acquiring Bank. If deemed ineligible we shall terminate the Agreement upon notice to you. Ineligibility may include but shall not be limited to any activities related to the Restricted Activities.
• In order to maintain an account, you must provide us with correct and updated information. It is your responsibility to keep your primary email address up to date so that we can communicate with you electronically. You understand and agree that if We send you an electronic communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic communications, we will be deemed to have provided the communication to you effectively. Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add us to your email address book so that you will be able to view the communications we send to you.
• We shall only be obliged to provide the Gateway Services to you if and for so long as you (and not any other Entity) have a valid Acquirer Agreement in place with the Acquirer Bank for international payment methods and/or an Agreement with a bank that provides local payment methods such as direct debit.
3. Use of the Gateway Services
• Subject to the terms of the Agreement, we grant to you a non-exclusive and non-transferable right to use the Platform, Software and Documentation in order to make use of the Gateway Services during the term of the Agreement solely in relation to the Transactions and for the purposes expressly described in the Documentation. Provision of the Gateway Services is subject to any operational limitations notified to you from time to time (and subject to any specific Software or other technical system interface requirements we may notify to you that you may be required to fulfill (at your cost) in order to receive the Gateway Services.
4. Fees
• You agree to pay all fees assessed by us for providing the Gateway Services and we reserve the right to revise our Fees upon thirty (30) days’ notice to you.
5. Payment of Fees and Taxes
• You agree to pay all Fees within 30 days of invoice. Unless otherwise stated all Fees and any other payments to be made by you under the Agreement are exclusive of any taxes (if any). Any taxes, charges or duties plus any interest and penalties imposed with respect thereto shall, where applicable be added to such amounts retrospectively if necessary and shall be due and payable at the same time and in the same manner, so that the amount actually received by us, net of any applicable taxes, charges, duties interest and penalties shall not be less than the amount that we would have received had the same not been applicable.
6. Restrictions
• You shall not engage in any Restricted Activities and shall not use the Gateway Services in any way other than for Production and shall not cause any third party to:
1. Use the Gateway Services in any way, other than in accordance with the Agreement or as otherwise instructed by us in writing
2. Circumvent or attempt to circumvent any applicable security measures of any element of the Gateway Services including disassembling, decompiling, decrypting, extracting, reverse engineering or modifying the Software or otherwise apply any procedures or process to the Software in order to ascertain derive and/or appropriate for any reason or purpose, the source code or source listings for the Software or any algorithm, process procedure or other information contained in the Software
3. Except as specifically authorized in accordance with the Agreement, allow to any third-party access to the Gateway Services other than to your authorized employees and contractors who are subject to a written confidentiality Agreement, the terms of which are no less restrictive than the confidentiality provisions of the Agreement
4. Remove or alter in any way whatsoever any trademark, brand name, copyright notice or acknowledgements appearing on any element of the Gateway Services from time to time save to the extent instructed and/or approved in writing by us.
7. Credentials
• You shall ensure that if you receive a Token or key from us to access any element of the Gateway Services you will (i) keep the Token/key confidential, (ii) not allow any other party to use the Token/key or gain access to the Gateway Services except as expressly agreed by us; (iii) be liable for all acts or omissions of any user of the Token/key; and (iv) notify us immediately if the Gateway Services has been compromised by use of the Token/key. If you receive Tokens/keys from a third party on our behalf or otherwise in connection with the Agreement, you must protect such Tokens/keys in the manner required by such third party. Furthermore, you shall ensure and warrant that each user accessing the Gateway Services is issued with a separate user account
8. Variation
• You acknowledge and agree that the Gateway Services may be modified at any time by us on notice by electronic communication to you (and we do not guarantee to future proof any technical or functional aspects of the Gateway Services accordingly).
9. Integration with Merchant Systems
• You acknowledge that the Gateway Services are in themselves insufficient to allow the Merchant Systems to function with the Platform Programming, and hence development and maintenance of the Merchant Systems and their functionality are your sole responsibility. You have the ultimate responsibility to ensure the Merchant Systems function correctly. You shall be responsible for all technical support for the Merchant Systems and integration related issues on your side. You will be responsible for all of your own development and implementation costs associated with such integration.
10. Shutdown and Suspension
1. We reserve the right in our absolute discretion, from time to time, without prior notice, to suspend the provision of the Gateway Services for a reasonable period for any reason including but not limited to, maintenance and/or Software upgrades.
11. Intellectual Property Rights
• All Intellectual Property Rights with respect to the Gateway Services and our and/or any of our licensor’s names and trademarks/brands whether now existing or in the future, are reserved to us or our applicable licensors as may be the case.
• Save for the limited license granted under this Agreement nothing in the terms and conditions of this Agreement shall be interpreted as granting to you a license to use our Intellectual Property Rights or the Intellectual Property Rights of any licensors
• You will promptly notify us of any infringement or threatened infringement or of any challenges to validity or ownership of any Intellectual Property Rights or other rights belonging to us of which you become aware and you will provide reasonable assistance to us at our reasonable expense in connection therewith
• We may include at our discretion your company name, description and hyperlink on our website and other marketing material
• You may at your discretion display any graphic and/or hyperlink provided to you by us on your website(s) (without altering the form or presentation of such graphic, and in no way that implies or represents that you operate or own any element of the Gateway Services and our related brand(s)
12. Use of Data
• You agree that for the following listed purposes Merchant data may also be made available to us and our nominated subcontractor(s) in relation to or in the course of performing our obligations under the terms and conditions of this Agreement:
• For the provision of the fraud services to you and/or to third parties, including protecting against or preventing actual or potential fraud, unauthorized Transaction or other liability, including to third parties providing these services; and
• For preparing and furnishing compilations, analyses, and other reports of aggregated information; and anonymizing personal data, provided that such compilations, analyses or other reports do not identify any (a) Party other than us or you for which the relevant subcontractor prepares the compilation, analysis or other report or (b) data subject whose Transactions were involved in the preparation of the compilation, analysis, or other report.
• Your privacy policies shall be adequately displayed within your websites and meet current legal and industry standards within your reasonable determination
• Any system or media containing Card, Cardholder or Electronic Commerce Transaction information shall be stored in a secure manner in compliance with PCI-DSS to prevent access by or disclosure to anyone other than Authorized Persons. Save to the extent necessary to comply with any legal requirement, the Merchant shall destroy all such information once it is no longer required.
• You agree that no credit or debit Card information will be shared with us via email or any other channel except through approved system integration.
13. Legal Responsibility
• You acknowledge that neither we nor any of our subcontractors underwrites or agrees to compensate you or any third party (including your customers) for the value of any Transaction (or Transaction Data) as a result of any failure or delay in processing of any such Transaction pursuant to the terms and conditions of this Agreement. Your sole remedy for such failure or delay shall be for us to use commercially reasonable endeavors to complete processing of the relevant Transaction as soon as practicable after receipt of notification from you of the relevant failure or delay.
• By mere virtue of the provision of Gateway Services by us, we shall bear no additional or separate liability for the Authorization or non-Authorization of Transactions, Chargebacks or any other Losses incurred by you.
• You acknowledge and accept that we will only be able to provide the Gateway Services to you if you properly collect and deliver relevant data (including without limitation if applicable, Transaction Data) to us in accordance with the Documentation or as otherwise advised by us.
• You acknowledge and accept that neither we nor our subcontractors shall have any liability whatsoever or howsoever to you in relation to any data submitted to you or the results of the Gateway Services, including without limitation any Authorization request sought on your behalf. By submitting a Transaction requested by you for Authorization does not represent any guarantee or representation or warranty on our part that such Transaction will be authorized.
• You acknowledge and accept that we do not in any way guarantee the valid or non-fraudulent use of any payment method for the purchase of goods or services or of any of the Gateway Services by your customers. Fraudulent or invalid use of a payment method cannot be exhaustively checked for and without prejudice to the terms of the Agreement we expressly exclude any liability for invalid or fraudulent use of any payment method or any of the Gateway Services to the maximum extent permitted by applicable laws.
14. Liability
• Subject to clause 14.2 the maximum aggregate liability of Noon Payments for all claims or Losses, shall not in any Contract Year exceed the amount of Fees received by us for one month from you in consideration for the provision of the Gateway Services to you in the relevant Contract Year in which the claim arises.
• Neither party shall be liable whatever the cause for any loss of profit, loss of business, loss of goodwill, loss of data, or loss of revenue or anticipated saving, or special, indirect or consequential loss or damage of any nature whatsoever.
15. Indemnification
1. You shall on demand indemnify and keep indemnified and hold harmless us, our subcontractors and their officers, directors, employees, shareholder and agents from and against all loss, liabilities, actions, claims, proceedings, demands, damages and expenses (including legal fees) arising out of or in connection with:
• your negligence default or breach of any term of this Agreement including any act or omission of your personnel agents or subcontractors or
• any representations made to a Cardholder concerning the Gateway Services, including without limitation, any communications made to a Cardholder about the availability or non-availability of funds in its account.
2. Upon written notice from us to you, you shall immediately undertake the defense of any claim or action by representatives of your own choosing, subject to our reasonable approval. The above indemnification shall not be subject to any liability limitation (to the maximum extent permitted by law) and is without prejudice to any other rights or remedies available to us under the Agreement in respect of any matter or liability covered by this Agreement.
16. Warranties
• We warrant that (i) the Intellectual Property Rights in the Software used in providing the Gateway Services vests in us and/or our licensors; and (ii) we have the right to enter to the Agreement and provide the Gateway Services pursuant to the Agreement.
• You warrant at all times throughout the Term that:
• You will perform your obligations under the Agreement in compliance with applicable laws and the Scheme Rules and all relevant PCI DSS requirements applicable;
• You will continue to have, maintain and comply with all approvals, licenses and Authorisations needed to perform your obligations;
• You have full capacity and authority to enter into and to perform the Agreement;
• Once you have submitted a completed and signed Registration Form to us and/or been approved by us to receive Gateway Services the Agreement shall constitute legal, valid and binding obligations on you;
• Your proposed activities under the Agreement do not infringe any applicable laws and/or the rights of any third party including any third party’s Intellectual Property Rights;
• The terms and conditions of this Agreement do not conflict with any contract entered by you with any third party;
• Any information provided by you to us pursuant to the Agreement (including any information contained in the Registration Form completed by or on your behalf) has been collected and provided to us in compliance with all applicable laws and be materially correct, complete and not misleading;
• All Transactions submitted for processing by us will originate from original sales Transactions within the Territory and in no event will you send Transactions deemed by the Scheme Rules to be originating from any country outside of the Territory to us for processing; and
• You will not act in any way in performing your obligations under the Agreement which you know, or ought reasonably to have known, would materially damage our goodwill or reputation.
• Upon written notice from us to you, you shall immediately undertake the defense of any claim or action by representatives of your own choosing, subject to our reasonable approval. The above indemnification shall not be subject to any liability limitation (to the maximum extent permitted by law) and is without prejudice to any other rights or remedies available to us under the Agreement in respect of any matter or liability covered by this Agreement.
17. Term
• This Agreement is effective upon the date you agree to it (by completing the Registration Form) and continues so long as you use the Noon Payments Gateway Services or until terminated by you, or us.
18. Termination
• You may without giving any reason end the Agreement at any time by giving 60 days’ notice in writing.
• Any party to the Agreement will be entitled to end the Agreement at any time with immediate effect by notice to the other party if (i) the other party breaches the Agreement, (ii) the other party becomes insolvent, or any step is taken for the liquidation bankruptcy, receivership, administration or other similar action of the other party or (iii) if the other party makes any Agreement with its creditors generally
• We will be entitled to end the Agreement at any time with immediate effect by notice to you if: (a) you fail to pay any amount due to us under the Agreement, on the due payment date, (b) there is a significant change or we suspect a significant change is impending (as determined by us) in the nature, level, scope or control of your business activities or your financial condition, (c) there is a fraud or suspicion of fraud or other criminal activity in relation to you, (d) we are required to do so by any regulator or Scheme or the integrity or reputation of ourselves is brought into disrepute by you or (e ) where your activities are in breach of any applicable laws.
• We will not be responsible for any Losses incurred by you howsoever arising in relation to third party contracts or otherwise in terminating the Agreement.
• Whenever a party gives notice to terminate in accordance with this clause 18, the Agreement will terminate, without recourse for Termination by court order or moratorium.
19. Effects of Termination
• Upon Termination, we will immediately discontinue your access to the Gateway Services. You agree to stop accepting Transactions through the Gateway Service and immediately remove all Noon Payments logos from your site or in your app.
• Termination does not relieve you of any actual or contingent liabilities or any claims against you which accrue before the Agreement ends and clauses 4, 5, 14, 15, 16 20 shall continue to apply.
• Upon Termination you must (i) promptly return all materials supplied by us or our agents and (ii) pay us all amounts owed by you under the Agreement. If we terminate the Agreement under clauses 18.2, 18.3(a) we may notify the Schemes of the Termination and the reasons for it.
20. General
• If we choose not to or if we cannot enforce any term which forms part of the Agreement, this will not affect our right to subsequently enforce that term or to enforce any of the remaining terms.
• Assignment. We may assign or novate the Agreement and/or transfer or sub-license any or all of our rights and obligations under it at any time and you hereby consent to any such assignment, novation, transfer or sub-license. Any such transfer will not reduce your rights under this Agreement unless you agree otherwise. You authorize disclosure of details relating to you to any prospective persons or Entity to which we are novating, assigning and or sublicensing the Agreement.
• You are not permitted to assign, novate, transfer and/or sublicense the Agreement or your rights or obligations under it without the prior written consent of us.
• Confidentiality. You shall not, except for the purposes of the Agreement, compile or make use of any information relating to us or the terms of the Agreement or any documents provided with it, except where necessary for the performance of the Agreement. You shall use your best endeavors to ensure that your employees and agents will maintain strictest confidence with respect thereto and not divulge or communicate to any third-party information concerning our business which may come to your notice during the term of the Agreement.
• Disclosure. You acknowledge that we may disclose information about your business to our associated companies, the Schemes, regulator or any other investigating body for use in the prevention or detection of fraud or other criminal activity
• Force Majeure. Neither party shall be liable for any failure to perform their obligations under the Agreement where such failure arises directly or indirectly through any circumstances beyond their reasonable control.
• Right of Set Off. We may at any time without notice to you set off any sums due and payable by us to you under the Agreement against any sums due and payable by you to us.
• No waiver. No waiver by any party of any breach of the Agreement or any delay or omission by any party in enforcing the terms of the Agreement shall prejudice their rights or operate as a waiver of any subsequent or continuing breach.
• Severability. If any provision of the Agreement is or becomes illegal or invalid, that provisions will be deemed deleted from the Agreement and the remaining provisions shall continue in force.
• Notices. Any notice required to be given under the Agreement must be by electronic email or in writing. Notice can be served by us to you by email to the email address advised by you, or by notification on a statement.
• Agency/Subcontractors. We may appoint at any time and without notice to you an agent or subcontractor to perform any of our obligations under the Agreement. You may not appoint a subcontractor or agent without our prior written approval.
• Compliance. Each party shall comply with all laws, regulations and Scheme Rules which they are obliged to follow for the purpose of this Agreement.
• Joint and Several. If you comprise more than one person, the liability of such persons to us shall be joint and several and if such persons are a partnership then any act or omission of any one partner shall be deemed to be an act or omission of all the partners.
• No third-party beneficiaries. Any person that is not a party to this Agreement shall not have any rights under or in connection with it except where such rights are expressly granted under this Agreement.
• Entire Agreement. This Agreement constitutes the entire Agreement between the parties with respect to its subject matter and supersedes any previous Agreements and understandings.
• Remedies are Cumulative. Except where expressly agreed otherwise in the Agreement the rights and remedies of the parties under the Agreement are cumulative, may be exercised as often as the parties consider appropriate and are in addition to their rights and remedies under general law.
• Governing Law. This Agreement shall be governed and construed in accordance with the laws of Dubai.
• Availability of Reports. We will store the Transaction Data for a period of one (1) year from the Transaction date or from the expiry of the Token.
• Timeframe to Complete an Authorization. From the time of initiating the Transaction until the Authorization, the maximum time allowed shall be thirty (30) minutes.
• Refund. The Refund of a Transaction is only available for one hundred and eighty (180) days after capture date.
• Time for Authorization. You should capture an Authorization within a period of ten (10) days from Authorization time, unless approved by us.
• Maintenance Mode. We can periodically put the Platform to maintenance mode where the Transaction processing is not affected, however, you cannot perform changes to your account. Such maintenance mode is communicated via the Merchant Portal.

Any dispute or difference arising out of or in connection with this Agreement including as to the formation, performance, interpretation, nullification, Termination or invalidation of this Agreement or arising therefrom or related thereto in any manner whatsoever, shall be settled by arbitration in accordance with the provisions set forth under the DIAC Arbitration Rules (the “Rules”), by a sole arbitrator appointed in compliance with the Rules.

• Noon Payments’ obligations

Noon Payments will provide the following Services to the Client:

• Noon Payments will monitor review rates, Order acceptance rates, and Chargeback rates relative to the Order profiles to assess the effectiveness of the custom Order profiles and Payment Conversion System rules.
• Noon Payments will provide reasonable access to the Noon Payments team for consultation, Sunday through Thursday, 9:00 am to 5:00 pm, GST, except holidays.
• Noon Payments will confer with the Client on a monthly basis, to review the performance of Payment Conversion System, specifically Order acceptance, Order rejections, reviewed Orders, Chargebacks, and fraud patterns specific to the Client.
• Noon Payments will test and provide payment strategy configuration updates, on an as needed basis, to Payment Conversion System rules, Order profiles, including tuning for situational, seasonal, and product-related screening. Noon Payments will make good faith efforts to update the Client prior to such changes, but Client agrees that Noon Payments is under no obligation to do so.
• Should the Client require additional custom reporting or ad-hoc reports, this will be assessed on a case by case as determined upon level of effort to create the report(s).

• Custom Services

If the Client requires a level of service not previously described in Section 2, the Client and Noon Payments will discuss the additional requirements and associated costs.

• Client’s Obligations
• Client understands and agrees that (i) Noon Payments will have no obligation to provide to the Client with any services except the Services specifically described herein
• The Client shall use the Payment Conversion System in conformance with Noon Payments’ integration guide.
• Client agrees to accept Noon Payments’ recommendations regarding payment strategy and configuration of the Payment Conversion System and not make changes to the foregoing without Noon Payments’ prior written consent.
• For each Order submitted by the Client to the Payment Conversion System, the Client shall provide Noon Payments through the Payment Conversion System with all information necessary to process and review the Order, including, without limitation, the required fields set forth in Noon Payments’ integration guide.
• The Client shall provide to Noon Payments the Noon Payments Request ID of each confirmed Fraud Chargeback (“Request IDs”) for the Client on a monthly basis in a secure in which the Client received the Chargeback information.
• The Client agrees to provide Noon Payments all cooperation and assistance reasonably necessary for Noon Payments to provide Services directly to the Client, including, without limitation promptly providing Noon Payments with the confirmed Chargebacks.
• The Client agrees it is the Client’s sole responsibility to assist End-Users whose Orders have been rejected.
• The Client agrees it is the Client’s sole responsibility to handle Chargebacks.
• The Client agrees that Services does not include any services related to processing End-User credits, processing Chargebacks, Chargeback documentation re-presentment, or negotiation or arbitration with financial institutions or Payment Networks regarding Chargebacks.
• The Client shall give Noon Payments thirty (30) days advanced written notice if the Client wishes to add a new Merchant ID within the same Vertical. For the avoidance of doubt, such new Merchant ID will be added under Client’s Master Merchant ID.
• The Client will staff its support team at a level capable of supporting the volume of transactions sent to the Payment Conversion System that need to be reviewed and decisioned, and provide a solution architect and resources to construct, test and deploy the solution as it applies to Section

• Disclaimers

EXCEPT AS EXPRESSLY STATED IN THESE TERMS AND CONDITIONS, THE CLIENT UNDERSTANDS AND AGREES THAT NOON SHALL BEAR NO LIABILITY OR RISK WITH RESPECT TO THESE TERMS AND CONDITIONS, CHARGEBACKS, SERVICES AND/OR DETERMINING WHETHER AN ORDER SHOULD BE CLEARED FOR FURTHER PROCESSING OR REJECTED.