Tamara Payment Services

1. Tamara Payment Services

1.1 Tamara grants the Merchant access to Tamara’s  transaction system as may be updated by Tamara from time to time (“Merchant Portal/Merchant App”).

1.2 The relation between the Customer and Tamara is regulated between Tamara and the Customer and does not form part of the Agreement.

1.3 Tamara (together with its Affiliates) shall use reasonable endeavors to provide the Merchant access to the Order Handling System and any other Tamara software or other facilities required to enable a Merchant to offer the Tamara Payment Service to Customers. The Merchant shall ensure that such Order Handling System and any other applicable Tamara software or other facilities is installed and functional. Merchants shall cooperate fully with Tamara in respect of such process and shall ensure it adheres to all reasonable requests of Tamara (or Tamara Affiliates, or any third Party expressly notified by Tamara in advance and in writing to the Merchant as authorized to act on Tamara’s behalf (as applicable)) and its obligations set out in the applicable documentation available at https://docs.tamara.co.

1.4 Once a Customer selects the Tamara Payment Service at the Merchant’s point of sale, the Customer will be requested to select from a range of repayment terms to be effective as between Tamara and the applicable Customer.

1.5 The Merchant shall then be responsible for providing Tamara with the Requested Information in relation to the Requested Transaction.

1.6 The Requested Information shall then be processed and assessed by Tamara, pursuant to which Tamara shall make a decision as to whether it will accept or reject the Purchase Request. This decision will be made by Tamara at its sole and absolute discretion.

1.7 Tamara accepts to acquire the Requested Transaction from the Merchant, subject to the Merchant’s satisfactory shipment or provision of the relevant goods and/or services, as the case may be, upon Tamara’s authorisation of the Purchase Request through Tamara’s Order Handling System.

1.8 Subject to clause 1.9 and 1.10, for all Requested Transactions with shipped orders/completed services fulfilled by the Merchant between Saturday and Friday of an applicable given week, Tamara shall pay the Purchase Price to the Merchant on Tuesday of the following applicable week by bank transfer to the Merchant’s Bank Account.

1.9 Tamara shall only pay the Purchase Price to the Merchant under clause 1.8 above if such applicable Purchase Price is equal to or in excess of the Base Settlement Amount. In the event that the Purchase Price has not exceeded the Base Settlement Amount within thirty (30) Business Days, Tamara shall then make settlement to the Merchant of the applicable amount under the process set out in clause 1.8.

1.10 Tamara shall be entitled to withhold the payment of the Purchase Price for the first three (3) initial Requested Transactions under the Agreement from the date of such Requested Transactions for a period of thirty (30) calendar days to verify the provided commercial/bank information shared by the Merchant.

1.11 Unless otherwise agreed in writing the Merchant is not entitled to offer delivery to a recipient other than the Customer approved by Tamara in respect of a particular Approved Transaction.

1.12 Tamara shall notify the Merchant through the Order Handling System when a Purchase Request is rejected, Tamara will not complete the related Requested Transaction.

1.13 Tamara shall also notify the Customer through the Order Handling System when a Purchase Request is rejected.

1.14 Tamara has the right to withdraw its approval of an Approved Transaction at any time before delivery of the goods and/or provision of the services (as applicable) in the event of suspicion of fraud or in the event of a dispute or for any reasons contemplated by the Agreement. Tamara’s approval shall be automatically withdrawn if any sales terms are changed by the Merchant in respect of an Approved Transaction without Tamara’s prior written approval or if delivery is unreasonably delayed for ten (10) Business Days from the approved delivery date.

1.15 Tamara agrees to assume all Credit Risk, Fraud Risk and Chargebacks associated with all Approved Transactions except in the following circumstances: 

(a) Approved Transaction that are the subject of any Dispute (with any Dispute related sums being borne by the Merchant); 

(b) If the delivery of the goods and/or services (as applicable) that are the subject of an Approved Transaction have not been provided or otherwise supplied, have been unreasonably delayed for ten (10) Business Days from the approved delivery date, or have been provided, as an end destination, at an address or to a recipient other than the Customer; and 

(c) If the Customer has not utilized any of Tamara’s then current buy-now-pay-later services in relation to an applicable Approved Transaction (and such Customer has therefore opted to “pay-in-full” for such Approved Transaction). In such instances the Fraud Risk (in addition to any Chargeback related sums) shall be borne by the Merchant.

1.16 In the event of the occurrence of any of the circumstances described in clause 1.14 of these Terms, all Credit Risk, Chargebacks and Fraud Risk in respect of such Approved Transaction shall automatically revert to the Merchant and the Merchant shall be liable to return to Tamara any amounts paid in respect of such an Approved Transaction.

1.17 In respect of each Approved Transaction, the Merchant shall provide invoices to both the Customer, and separately to Tamara in a form, medium and frequency to be mutually agreed between Tamara and the Merchant. If requested by Tamara, the Merchant agrees to cooperate with Tamara in relation to its invoicing processes, systems and related documentation (including, without limitation, proof of service/delivery) to enable Tamara to undertake the necessary reviews of applicable invoices and related documentation for the purposes of Tamara considering applicable Requested Transactions and dealing with associated Disputes and Chargebacks.

1.18 In the event that for any reason a payment associated with any Approved Transaction is paid to the Merchant or to the courier that the Merchant is dealing with, the Merchant shall hold such remittance on trust as Tamara’s property and shall immediately deliver them to Tamara in the manner instructed by Tamara.

1.19 The Merchant shall maintain at its official place of business complete and accurate records of all Approved Transactions, including copies of invoices and other relevant documentation in relation thereto. Such records shall be made available to Tamara for inspection upon reasonable request.

1.20 Any settlements that are bona fide owing by Tamara to the Merchant shall be transferred to the Merchant Bank Account. The receipt of settlements as cleared funds in the Merchant Bank Account(s) may be delayed because of interbank systems over which Tamara has no control.

1.21 The Merchant is responsible for providing Tamara with accurate bank account information with appropriate Merchant Bank Account information. Tamara is not liable for rejected transactions (Requested Transactions, Approved Transactions or otherwise) by any Card Issuers, Card Scheme and/or Other Financial Institutions because of bank account information accuracy issues or other issues with the applicable Card Issuer, Card Scheme and/or Other Financial Institution

1-22 The Merchant shall provide all reasonable information requested by Tamara (or Tamara Affiliates, or any third Party expressly notified by Tamara in advance and in writing to the Merchant as authorized to act on Tamara's behalf (as applicable) during the Term which Tamara considers is necessary in order to provide the Tamara Payment Services or to comply with applicable law (including, without limitation, to enable Tamara (or Tamara Affiliates, or any third Party expressly notified by Tamara in advance and in writing to the Merchant as authorized to act on Tamara's behalf (as applicable) to complete KYB/KYC checks of the Merchant or any Customers during the Term). In the event that, acting reasonably, Tamara considers that the Merchant is not providing such reasonably requested information: (a) within seven (7) calendar days of any request from Tamara, Tamara shall be entitled to (at its sole discretion) to withhold any applicable Purchase Price which would otherwise be due and owing to the Merchant on or after such seven (7) calendar days period above has lapsed; and

 (b) within fourteen (14) calendar days of any request from Tamara, Tamara shall be entitled (at its sole discretion) to

(i) suspend the applicable service partially or fully in a temporary manner or permanently or  (ii) terminate the Agreement immediately on notice to the Merchant;

1.23 Tamara has the absolute right at its sole discretion, by giving thirty (30) calendar days prior notice (herein referred to as “Notice Period”) through its standard means of communication as described in clause 10.1, to amend and adjust by way of increase, decrease, fixing or varying any of its fees, commissions, rates or charges (herein referred to as “Fees”) at it sees fit and at its sole discretion without the need for prior or subsequent approval from the Merchant. Following the expiration of the Notice Period, the adjusted and amended Fees shall take effect and shall be deemed as the Fees in respect to these Terms and Conditions and shall remain in effect until otherwise amended. During the Notice Period, any merchant has the option to terminate its relationship with Tamara in accordance with these Terms and Conditions. Any merchant failing to terminate their relationship during the Notice Period in accordance with these Terms and Conditions shall be deemed to have irrevocably and unconditionally accepted the amended and adjusted Fees.

1.24 Notwithstanding clause 1.23, Tamara may, at its sole and absolute discretion, by giving seven calendar (7) days prior notice, vary the Tamara Fees and the basis on which they are calculated where there are inaccuracies, errors (intentional or otherwise) in the information provided about the merchant’s products, services, or any aspect of its operations that would affect Tamara’s products, services, and/or its ability to serve its customers accurately and diligently. In such cases, the variation to the fees charged to the merchant shall be deemed a correction and shall not be considered in any way a change to Tamara’s Fees nor a change to these Terms and Conditions

2. Managing Disputes

2.1 The Merchant acknowledges and agrees that:

(a) whilst Tamara may provide support to the Merchant and/or applicable Customers in relation to Disputes or Chargebacks and that Customer’s rights in respect of any Dispute will be subject to the Merchant’s returns policy (provided always such policy is reasonable) and relevant consumer protection legislation), that such support is at Tamara’s absolute discretion and as such Tamara has no obligation to engage as an intermediary with regards to such Disputes and/or Chargebacks;

(b) in the event of a Dispute or Chargeback, Tamara’s determination as to who was at fault will be final and binding; and

(c) any applicable Refund   or other credit activity relating to all Requested Transactions and Approved Transaction shall be managed by Tamara and it shall not Refund   or otherwise credit any amount related to a Requested Transaction and/or Approved Transaction directly to any Customer unless specifically requested to do so in advance and in writing by Tamara.

2.2 In the event that Tamara identifies potential fraudulent activity of a Customer, the Merchant shall, immediately on notice from Tamara (if the Merchant is reasonably able to), suspend the supply or shipment of the applicable goods and/or services relating to such Customer.

2.3 If Tamara elects under clause 2.1 to engage in any Dispute or Chargeback  (as applicable), Tamara shall use reasonable endeavors to liaise with the Authorized Representative and applicable Customer in order to assist in resolving the applicable Dispute(s) or Chargeback(s).

3. Merchant Obligations, Representations and Warranties

3.1 Merchant represents, warrants, and covenants that:

(a) the Merchant is, and will remain during the term of the Agreement:

(i) duly organized, validly existing, and in good standing under the laws of jurisdiction of its incorporation; and

(ii) duly authorized to carry on its business and perform its obligations under the Agreement;

(b) the Merchant’s execution, delivery, and performance of the Agreement does not and will not breach any other agreement to which it is a Party, and does not require the consent of any third Party;

(c) the Merchant is now solvent, and will remain solvent at all times during the Term;

(d) the Merchant shall promptly notify Tamara of any Dispute (or Chargeback, as applicable), and will settle all Disputes at its own expense, including attorneys’ fees;

(e) subject always to clause 1.15, the Merchant agrees to return to Tamara any amount paid in relation to an Approved Transaction that is the subject of a Dispute or Chargeback, including: (i) any Approved Transaction in relation to which a Dispute or Chargeback arises; and (ii) any Approved Transaction subject to a request for a Refund   by the Customer due to the inability of the Merchant to deliver to the Customer due to Force Majeure or otherwise;

(f) the Merchant shall promptly deliver or otherwise provide the goods or services that are the subject of an Approved Transaction as close to the date of the order as possible and within the timeframe communicated to the Customer by the Merchant;

(g) the Merchant shall provide Tamara with the Requested Information in order for Tamara to satisfactorily provide the Tamara Payment Service and perform any necessary credit, fraud, anti-money laundering and any other assessments of Customers;

(h) The Merchant shall not suspend the Tamara Payment Service without the prior approval of Tamara, and the Merchant must request a suspension (including reasons for the suspension) of the Tamara Payment Service at least five (5) Business Days prior to the date the Merchant intends to suspend the Tamara Payment Service; and.

(i) The Merchant shall notify Tamara in writing of any changes with regards to their trademark or brand name or web address for the Merchant Website before such changes are made.

3.2 Tamara will provide advice to the Merchant with regards to advertising the Tamara Payment Service to the Merchant’s Customers, and the Merchant will obtain Tamara’s prior written approval of any advertising of the Tamara Payment Services not produced by Tamara or previously approved by Tamara in writing.

3.3 Notwithstanding clause 1.15, the Merchant shall be liable cover Dispute and Chargeback costs where the Merchant’s  applicable advertisement(s) are not within Tamara’s applicable policies and guidelines.

3.4 Tamara has the right to cancel all orders and refuse to complete Requested Transactions related to an advertisement that is not compliant with Tamara’s applicable policies and guidelines as notified to the Merchant from time to time.

3.5 The Merchant agrees to have a clear Refund   and exchange policy published on the Merchant Website, and will not amend that policy without prior written notice to Tamara. In the event that Tamara considers, in its absolute discretion, that any such changes are detrimental or otherwise unacceptable to Tamara, Tamara shall have the right to immediately terminate the Agreement.

3.6 The Merchant agrees to respond to all inquiries and Customer   complaints and all matters related to Customer orders within two (2) Business Days from receiving such cases from Customer  s.

3.7 The Merchant agrees to respond to all Dispute and Chargeback cases within three (3) Business Days from receiving them from Tamara or otherwise.

3.8 The Merchant will at all times comply with all applicable laws in relation to the conduct of its business and the performance of its obligations under the Agreement.

3.9 The Merchant shall not impose any fees or otherwise charge Customers a higher price for any goods or services on the basis that such purchase was made using the Tamara Payment Service.

3.10 The Merchant acknowledges and agrees that a breach of clause 3.9 or 3.11 by the Merchant will be considered a material breach and Tamara shall be entitled to, in the event of such material breach, to: 

(a) immediately suspend the Merchant’s access to the Tamara Payment Service; and/or 

(b) if the breach is not remedied by the Merchant within fourteen (14) days of Tamara notifying the Merchant of such breach, terminate, with immediate effect, the Agreement.

3.11 The Merchant shall not, and shall procure that all of its personnel shall not, act in a manner which is any way defamatory to Tamara’s (or any of its Affiliates   ) business or which would otherwise deter a third Party (including, without limitation, any of its Customers) from using services that Tamara (or any of its Affiliates   ) provides. The Merchant acknowledges that Tamara shall be entitled to immediately terminate this Agreement if Tamara determines, in its sole discretion, that the Merchant’s activities violate this clause.

4. Term and Termination

4.1 The Agreement shall be effective from the Commencement Date and shall continue in full force and effect for the Initial Term and any applicable Subsequent Term, unless earlier terminated in accordance with the terms of these Terms.

4.2 Either Party may give written notice to the other Party not later than thirty (30) calendar days before the end of the Initial Term or the relevant Subsequent Term, to terminate the Agreement effective at the end of the Initial Term or the relevant Subsequent Term, as applicable.

4.3 The Agreement may be terminated at any time by either Party giving written notice to the other Party, specifying a termination date not less than sixty (60) calendar days from the date of such notice.

4.4 Tamara has the right to (i) suspend the applicable service partially or fully in a temporary manner or permanently and (ii) terminate the Agreement immediately, with, notwithstanding clause 1.15, all Dispute and/or Chargeback costs covered by the Merchant, in the event:

(a) the Merchant does not respond to a Dispute, Chargeback or other Customer   service case or to Tamara’s Merchant relations team within five (5) Business Days of receipt of any such Dispute, Chargeback, case, or notice.

(b) the Merchant uses the Tamara Payment Service to sell digital products (such as balance cards, software codes, gift cards, and similar products) or any Restricted Products.

(c) the Merchant uses the Tamara Payment Service to sell products or services in a Restricted Territory.

(d) the Merchant uses the Tamara Payment Services to sell services (not physical products) or to sell low quality or counterfeit products as reasonably determined by Tamara.

(e) the Merchant does not have a return and exchange policy or has removed or amended their return and exchange policy without prior written notice to Tamara.

(f) the Merchant is having recurring issues with Customers in Customer   service or in delivery of Customer orders, as determined in Tamara’s absolute discretion.

(g) the Merchant has stopped selling products on the Merchant Website.

(h) any applicable Customer has a low repayment rate compared to other Tamara Merchants as reasonably determined by Tamara in its sole capacity.

(i) an Event of Default arises.

(j) Tamara has not received a Requested Transaction for a period of twelve (12) months or more.

(k) amendments are made to the Merchants website or branding under Clause 3.1(j) (or otherwise) which Tamara considers are vulgar, distasteful, or otherwise do not align with Tamara’s values.

4.5 Termination of the Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.

5. Indemnity and Liability

5.1 In using Tamara’s services (including but not limited to the Tamara Payment Service or the Order Handling System) the Merchant acknowledges and agrees that:

(a) Tamara is not an agent or representative acting on behalf of the Merchant;

(b) Tamara makes no representation and gives no warranty as to the condition, Merchantability, or fitness for a particular purpose of the goods or services sold/ provided by the Merchant;

(c) any claims a Customer may have in relation to goods purchased from a Merchant must be resolved by the Merchant and not Tamara; and

(d) Tamara will have no liability to the Customer whatsoever for any claim for loss or damage that arises from the Customer’s use or purchase of goods from the Merchant.

5.2 Without limiting clause 5.1 above, to the extent permitted by law, the Merchant indemnifies and releases Tamara, its Affiliates, and each of their officers, employees and agents (the “Indemnified Parties”) from and against all actions, claims (actual or threatened), proceedings (including proceedings where Tamara are joined pursuant to any proportionate liability regime) or demands (including any costs and expenses in defending or servicing same) which may be brought against the Indemnified Parties, in respect of any loss (including any indirect or consequential loss, loss of opportunity, loss of revenue, loss of profit, loss of reputation), death, injury, illness or damage to persons or property, and whether direct or indirect and in respect of any breach of any industrial or intellectual property rights, howsoever arising out of the use of, reliance on, or benefit of, the goods purchased from the Merchant.

5.3 To the maximum extent permitted by law, Tamara does not warrant or represent: (a) the performance of the Tamara Payment Service or the Order Handling System; (b) that the use or access to the Tamara Payment Service or the Order Handling System will be uninterrupted; (c) that the Tamara Payment Service or the Order Handling System are free of any virus or other computer software routine intended or designed to permit unauthorized access to computer systems or disable, damage, erase, disrupt or impair the normal operation of computer system; or (d) the accuracy, reliability, or completeness of any content.

5.4 The Tamara Payment Service and the Order Handling System are provided “as is” and on an “as available” basis without warranty of any kind, except as expressly stated herein or implied by law and on the condition that the Merchant undertake all responsibility for assessing the suitability of accessing and using the Tamara Payment Service and the Order Handling System, and access and use of the Tamara Payment Service or the Order Handling System is at the Merchant’s own risk.

5.5 Subject to clause 5.1, Tamara will have no responsibility or liability to the Merchant in relation to any loss or damage that the Merchant incurs, including but not limited to damage to the Merchant’s software or hardware or loss of data, arising from the use of the Tamara Payment Service or the Order Handling System, or the unavailability of the Tamara Payment Service or the Order Handling System.

5.6 To the full extent permitted by law, Tamara excludes all representations, warranties, terms, conditions, or undertakings not stated in the Agreement, whether expressed or implied or statutorily, in relation to the Tamara Payment Service or the Order Handling System, or services (“Implied Terms”) to the fullest extent permitted by law. Where any law implies any Implied Terms into these Terms that cannot be modified or excluded, then such Implied Terms will deem to be included. However, to the full extent permitted by law, Tamara’s liability to the Merchant or any third Party for any breach of any Implied Terms that cannot be excluded by law, is limited to an amount equal to the Limitation Amount.

5.7 Except as expressly stated in clause 5.8, 

Tamara shall not in any circumstances have any liability for any losses or damages which may be suffered by the Merchant or any Customer (or any person claiming under or through the Merchant), whether the same are suffered directly or indirectly or are immediate, incidental, punitive or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories (but not limited to):

(i) special damage even if Tamara was aware of the circumstances in which such special damage could arise;

(ii) loss of profits;

(iii) trading losses

(iv) loss of anticipated savings;

(v) loss of business opportunity;

(vi) loss of time or goodwill and or;

(vii) loss or corruption of data,

provided that this clause 5.7(a) shall not prevent claims for loss of or damage to the Merchant’s tangible property that fall within the terms of clause 5.7(b) or any other claims for direct financial loss that are not excluded by any of categories (i) to (viii) inclusive of this clause 5.7(a); and

(b) the total liability of Tamara, whether in contract, tort (including negligence) or otherwise and whether in connection with the Agreement or any collateral contract, shall in no circumstances exceed the Limitation Amount.

5.8 The exclusions in clause 5.6 and clause 5.7 shall apply to the fullest extent permissible at law, but Tamara does not exclude liability for:

(a) death or personal injury caused by the negligence of Tamara, its officers, employees, contractors or agents;

(b) fraud or fraudulent misrepresentation; or

(c) any other liability which may not be excluded by law.

5.9 Tamara may at any time, without notice to the Merchant, deduct, withhold or otherwise set-off any fees payable by Tamara to the Merchant against any fees Tamara has or will incur in relation to any:

(a) subject always to clause 1.15, Dispute or Chargeback relating to the applicable Customer(s) and applicable Requested Transaction(s);

(b) marketing campaign under clause 8.5;

5.10 In the event that Tamara does not hold sufficient funds on account to enable it to otherwise set-off the applicable amount owing to Tamara under clause 5.9, the Merchant acknowledges that it shall be liable to pay such applicable amounts on demand to Tamara within seven (7) calendar days of such demand.

5.11 The Merchant further acknowledges and agrees that Tamara shall be entitled to make a demand under clause 5.10 or otherwise after termination of this Agreement for any sums which are due and owing to Tamara under the Agreement, including in relation to any fees regarding Disputes and Chargebacks (as applicable).

6. Data Protection

6.1 Tamara may periodically conduct due diligence on the Merchant and the Merchant’s business during the term of the Agreement. During such due diligence, Tamara may request information from the Merchant, including Personal Data of the Merchant’s beneficial owners and management for internal purposes, including conducting KYC checks. Tamara shall process such Personal Data as a Data Controller in order to conduct Customer   due diligence, anti-money laundering, counter-terrorist financing, sanctions, anti-bribery and corruption and similar checks.

6.2 If the Merchant or Tamara, as the case may be, collects Personal Data in performance of their obligations under the Agreement the Parties acknowledge and agree that each Party is an independent Data Controller and shall independently determine the purposes and means of such Processing.

6.3 Each of the Merchant and Tamara, will: 

(a) comply with all data protection laws applicable to it, and to the its collection, processing, use, and disclosure of Personal Data; 

(b) only collect or use Personal Data for the purpose of performing its obligations under the Agreement and to the Customer, and as otherwise required by Applicable Law; 

(c) promptly notify the other Party in writing, and give the other Party full details, about any accidental or unauthorized access to any Personal Data.

6.4 To the extent that Tamara is processing the Merchant’s own Personal Data, for example the Merchant is a sole trader, please refer to Tamara’s Privacy Policy which sets out how Tamara will use such Personal Data.

6.5 Each Party (a Data Indemnifying Party) will indemnify and keep indemnified the other Party, its related entities, and each of their officers, employees and agents (the Data Indemnified Parties) in full from and against all claims, proceedings, actions, damages, costs, fines, expenses and any other liabilities which may arise out of, or in consequence of the Data Indemnifying Party’s breach of the data protection laws or the performance or non-performance by its sub-processor(s) and/or personnel of its obligations in connection with the Agreement in relation to the data protection laws, (including loss of or damage to property, financial loss arising from any breach of the data protection laws or any other loss which is caused directly or indirectly by any act or omission arising from any breach of the data protection laws).

7. New Markets and Products

7.1 During the Term the Merchant or an Affiliate of the Merchant may request Tamara or any of Tamara’s Affiliates to provide the Tamara Payment Service in a Country not already specified in the Merchant Onboarding Form, or for a product or brand not already specified in the Merchant Onboarding From by submitting a request to Tamara in writing.

7.2 The Merchant or Affiliate of the Merchant will provide Tamara with all information and documentation requested by Tamara in relation to any request under clause 7.1 above.

7.3 Tamara in its absolute discretion will approve or reject any request under clause 7.1 above, and the Merchant acknowledges and agrees that Tamara will have no liability whatsoever to the Merchant or Affiliate of the Merchant if Tamara rejects any such request.

7.4 If Tamara approves a request under clause 7.1 above, the Merchant acknowledges and agrees that the services outlined in such request will be performed by Tamara subject to the terms and conditions of the Agreement unless the Parties otherwise agree in writing. If a request is submitted in relation to an Affiliate of the Merchant, then any reference to the Merchant in the Agreement will be a reference to such relevant Affiliate of the Merchant.

7.5 The Merchant and any Affiliate of the Merchant that becomes bound by the terms of the Agreement will together be jointly and severally liable for each of their obligations and liabilities to Tamara and its Affiliates pursuant to the terms of the Agreement.

8. Intellectual Property, Branding and Marketing

8.1 Tamara retains all ownership and Intellectual Property Rights to anything developed by Tamara and provided to or accessed by the Merchant under the Agreement. The Merchant warrants that it will not directly or indirectly reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from the Tamara Payment Services.

8.2 After termination of the Agreement or the removal of the Tamara Payment Services (in whole or in part), the Merchant undertakes to immediately remove all respective Intellectual Property Rights and similar of Tamara and/or of any Other Financial Institution specifically relating to such removed Tamara Payment Services. This does not apply if the Other Financial Institution entitles the Merchant to continue the use of its Intellectual Property Rights.

8.3 Tamara is entitled to refer to the Merchant as a user of the Tamara Payment Services.

8.4 The Merchant agrees to abide by Tamara’s Branding Policy regarding advertisement and description of the Tamara Payment Service. The Merchant agrees that any marketing or other advertising collateral produced or otherwise shared by the Merchant which includes reference to Tamara, Tamara’s Affiliates, or it’s (or their) Intellectual Property Rights, must be approved by Tamara in advance and in writing.

8.5 The Merchant may request that Tamara provides certain “click-through” marketing services that Tamara makes available from time to time. Tamara may elect to provide such marketing services to the Merchant, at its absolute discretion, by giving the Merchant written notice of its acceptance of the applicable request.

8.6 The Merchant acknowledges and agrees that any “click-through” marketing which Tamara elects to provide to the Merchant under clause 8.5, will be provided by Tamara based on the terms of the click through marketing document as set out in the Merchant Portal (including any fees associated with such “click-through” marketing) as may be updated by Tamara from time to time).

9. Governing Law

9.1 The Agreement shall be governed by and interpreted in accordance with the provisions of the laws of Selected Governing Law in the Merchant Onboarding Form.

9.2 The Parties hereby submit to the exclusive jurisdiction of the courts of Selected Court Jurisdiction for any legal proceedings arising out of or in connection with the Agreement, the legal relationships established by them, or the various subject matters hereof. The Parties hereto hereby waive and agree not to assert (by way of motion, as a defense, or otherwise) that any such proceeding is brought in an inconvenient forum or that the venue thereof is improper).

9.3 The Parties undertake and agree that all arbitral proceedings conducted with reference to this clause will be kept strictly confidential, as well as any decision or award that is made or declared during the proceedings. Information covered by this confidentiality undertaking may not, in any form, be disclosed to a third Party without the written consent of the other Party.

9.4 Notwithstanding the foregoing, nothing herein shall be construed to prohibit either Party from seeking preliminary or permanent injunctive relief, restraining orders, decrees of specific performance, or other equitable remedies, in any court of competent jurisdiction.

10. Miscellaneous 

10.1 Notices. All notices and other communications under the Agreement shall be in writing and shall be sent to the Merchant Authorized Representative and Tamara Relationship Manager (as applicable) via email, in person, or by pre-paid, recorded post. Such notices and communications shall be delivered: (a) if sent by email, on the day on which the communication is sent and no report of non-delivery is received by the sender PROVIDED THAT (i) any notice dispatched after 17:00 on any Business Day or on a non-Business Day, shall be deemed to have been given at 9:00 on the next Business Day; (b) if delivered personally, at the time of delivery; and (c) if sent by pre-paid, recorded post, two Business Days from the date of posting.

10.2 Tamara website notices. Notices given by Tamara may refer to documents and materials made available on Tamara’s website, by providing the Merchant with a website URL address where the Merchant can access such documents and materials. The Merchant acknowledges and agrees that the full contents of these documents and materials will be deemed to be communicated and notified to the Merchant as if set out in full in the applicable notice.

10.3 Amendments. Subject to clause 10.4, neither the Agreement nor any provision hereof may be amended, modified except in writing signed by both Parties (or their authorized representatives).

10.4 Tamara Amendments. Tamara reserves the right to update the Terms from time to time by giving the Merchant thirty (30) calendar days’ notice. If the Merchant does not object to any such updated Terms by the end of the applicable thirty (30) calendar days notice period, the Merchant acknowledges that they will be deemed to have accepted the applicable updated Terms.

10.5 Remedies. Except as expressly provided in the Agreement, the rights and remedies provided under the Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

10.6 Waiver. No failure or delay by a Party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

10.7 Successors and Assigns. The provisions of the Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns. The Merchant acknowledges and agrees that Tamara may at any time sub-licence, sub-contract, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under the Agreement to any of its Affiliates or any third party by written notice to the Merchant. The Merchant shall not sub-licence, assign or novate in whole or in part or deal in any other manner with any or all of its rights and obligations under the Agreement, without the prior written consent of Tamara, such consent not to be unreasonably withheld or delayed.

10.8 Counterparts. The Agreement and any amendments, waivers, consents, or supplements hereto may be executed in counterparts (and by different Parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. The Agreement constitutes the entire contract between the Parties with respect to the subject matter hereof and supersedes all previous agreements and understandings, oral or written, with respect to the subject matter hereof.

10.9 Severability. If any term or provision of the Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision hereof or invalidate or render unenforceable such term or provision in any other jurisdiction.

10.10 Confidentiality. The Parties hereby agree:

(a) Subject to clause 10.10(c), during the term of the Agreement (and for a period of three (3) years after termination): (a) not at any time, disclose to any person any Confidential Information of the other Party and shall use their best endeavors to keep all Confidential of the other Party confidential (whether it is marked as such or not) without the prior written consent of the other Party; (b) use the Confidential Information only for the purpose of the Agreement; (c) protect and safeguard Confidential Information against unauthorized disclosure and access to a standard that it applies to its own confidential information and in any case with reasonable skill and care; and (d)

(b) promptly inform the other Party to the extent permitted by applicable law, of any breach or suspected breach of any of the obligations set out in this clause;

(c) that each Party may disclose the other Party’s Confidential Information: (a) to its representatives or advisers who need to know such information for the purposes of carrying out the receiving Party’s obligations under or in connection with the Agreement. Each Party shall ensure that its representatives or advisers to whom it discloses the other Party’s Confidential Information comply with this clause; or (b) as may be required by applicable law, a court of competent jurisdiction or any governmental or regulatory authority; and

(d) upon request in writing by either Party, that the other Party shall: (a) promptly deliver to requesting Party; or (b) destroy, all copies of all or part of the Confidential Information (regardless of the form or the medium on which it is stored) and confirm in writing that all copies of such Confidential Information has been so delivered or destroyed as requested.

10.11Language. To the extent of any inconsistency between the English and Arabic translation of the Agreement, the terms of the ِArabic translation will prevail.

10.12 Independent Contractors. Tamara and the Merchant are independent contractors and shall have no power or authority to assume or create any obligation or responsibility on behalf of each other. The Agreement shall not be construed to create or imply any partnership, agency or joint venture.

10.13 Entire Agreement. The Agreement constitutes the entire agreement between the Parties in relation to the Tamara Payment Services and supersedes and replaces all prior oral or written representations or agreements between the Parties on the subject matter or parts hereof.

10.14 Third Party rights. A person who is not a party to the Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement, but this does not affect any right or remedy of a third Party which exists, or is available, apart from that Act.

11. Definitions and Interpretation

11.1 In the Agreement the following terms shall have the following meanings (unless the context requires otherwise):

“Agreement” has the meaning given to it in the Merchant Onboarding Form.

“Affiliate” means any entity controlling, controlled by or under common control with the either Tamara or the Merchant (as applicable), where “control” means the direct or indirect ownership of more than 49% of (i) voting securities or (ii) an interest in the assets, profits or earning of an entity.

“Approved Transaction” means a Requested Transaction that has been accepted by Tamara.

“Base Settlement Amount” means the amount specified in the Merchant Onboarding Form.

“Business Day” means a day (other than a Friday or a Saturday) on which licensed banks are open for general business in the country in which Tamara is incorporated.

“Branding Policy” Tamara’s policy in relation to permitted use of Tamara Intellectual Property Rights as is available on the Merchant Portal including the in-store page, banners, content, and other material and guidelines set out therein Tamara.

“Cards” means a credit, debit, charge, purchase or other card issued by a Card Issuer under a Card Scheme whose payments Tamara are able to process (as notified by Tamara to the Merchant from time to time).

“Card Issuer” means an entity which issues Cards.

“Card Scheme” means Visa Inc, Mastercard Worldwide and any others as Tamara may approve as notified by Tamara to the Merchant from time to time.

“Chargeback” means either (a) any circumstances where Card Issuers, Card Scheme and/or Other Financial Institutions either refuse to Settle a Requested Transaction or Approved Transaction (as applicable), or demand payment from Tamara in respect of a Requested Transaction or Approved Transaction (as applicable) that has been Settled and/or in respect of which Remittance has been made to the Merchant; or (b) any other circumstances where any Other Financial Institution either refuses to make a payment to Tamara or otherwise demands payment from Tamara in respect of a disputed payment made to Tamara in respect of a Requested Transaction or Approved Transaction (as applicable), or in respect of which payment has otherwise been made to the Merchant.

"Commencement Date" means the date the Merchant Onboarding Form is last signed by all applicable Parties.

"Confidential Information" means all confidential information (however recorded or preserved) disclosed by a Party or its representatives or advisors to another Party and their representatives or advisors, whether before or after the Commencement Date including (i) any information which is marked as confidential or has otherwise been indicated as being confidential, and (ii) information relating to the business, affairs, Customer  s, clients, licensors, suppliers, new products, plans, research, intentions, or market Party belongs); (iii) the existence and terms of the Agreement; and (iv) information relating to the operations, processes, product information, ideas, formulas, data, Intellectual Property Rights or software of the disclosing Party (or of any member of the Affiliates  to which the disclosing Party belongs). Confidential Information shall exclude (a) information known to the Parties prior the signing of the Agreement, (b) information received by the Parties from a third Party not under any obligation to keep such information confidential; and (c) sales material pre-approved in writing by Tamara and provided to the Merchant.

"Credit Risk" means the risk of any loss due solely to the inability of a Customer   to pay the related invoice at maturity, provided that Customer has received and approved the goods or services to which the Approved Transaction relates without a Dispute or Chargeback.

"Customer(s)" means any person who or which has ordered goods and/or services from the Merchant and has initiated a Requested Transaction in respect of that order.

"Data Controller" means any person who alone or jointly with others determines the purposes for which and the way Personal Data are, or are to be, Processed.

"Data Indemnifying Parties" has the meaning given to it in clause 6.5.

"Data Subject" means an independent and identifiable individual whose Personal Data is Processed under the Agreement.

"Dispute" means any Refund   request, deduction, setoff, claim, or counterclaim of any kind by a Customer against the Merchant relating to goods or services that gave rise to an Approved Transaction (including, without limitation, relating to goods or services not supplied by the Merchant, missing goods or services, incorrectly received goods or services or damaged goods/unsatisfactory services).

"Event of Default" includes the occurrence of any of the following events or conditions: 

(a) Merchant fails to pay any obligation when due, and such failure remains un-remedied for thirty (30) days; 

(b) any representation or warranty made or deemed made by Merchant under the Agreement proves to have been false or misleading in any material respect on or as of the date made or deemed made; 

(c) Merchant fails to perform or observe any covenant, term, condition, or agreement contained in the Agreement, and such failure continues un-remedied for thirty 

(30) days after written notice from Tamara; 

(d) Merchant commences any case or proceeding seeking relief under any existing or future bankruptcy law; 

(e) Merchant is unable, or admits in writing its inability, to pay its debts as they become due; 

(f) there occurs a material change in the beneficial ownership of Merchant resulting in a change of control of Merchant; or 

(g) Merchant sells, leases, transfers, or otherwise disposes of all or substantially all of its property or assets, or consolidates with or merges into or with any corporation or other entity.

"Fixed Fee" refers to the fee detailed in the Merchant Onboarding Form as the "fixed fee" payable by the Merchant to Tamara in respect of each Approved Transaction.

"Force Majeure" means (i) political violence, including war, terrorism, civil unrest, revolution, and insurrection; (ii) government expropriation and confiscation of assets; (iii) frustration of contracts by governmental action and regulatory change, including cancellation of import and export licenses; (iv) frustration of contracts due to pandemics or other public health related government measures, regulatory change or inability to perform; and (v) currency inconvertibility and foreign exchange risk (but not devaluation risk).

“Fraud Risk” means the risk of loss of the value of a product or service sold pursuant to a Requested Transaction arising solely out of the fraudulent activity of a Customer provided always that the Merchant is not aware of such fraudulent activity.

“Implied Terms” has the meaning given to it in clause 5.6.

“Indemnified Parties” has the meaning given to it in clause 5.2.

“Intellectual Property Rights” means any patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.

“Limitation Amount” means a sum equal to the Fees paid during the 12-month period immediately before the date on which the cause of action first arose.

“Merchant” has the meaning given to it in the Merchant Onboarding Form.

“Merchant App” has the meaning given to it in clause 1.1.

“Merchant Authorized Representative” has the meaning given to it in the Merchant Onboarding Form.

“Merchant Bank Account” means the Merchant’s bank account specified in the Merchant Onboarding Form.

“Merchant Portal” has the meaning given to it in clause 1.1.

“Merchant Website” means the website specified in the Merchant Onboarding Form.

“Net Amount” means the total amount to be paid by a Customer (including any VAT, shipping or other applicable taxes) in respect of a Purchase Request giving rise to a Requested Transaction less (i) all returns; and (ii) any discounts, credits, or allowances claimed by, or granted to, a Customer.

“Other Financial Institution” means any third-Party credit or financial institution (including Card Issuers) which may be involved or which Tamara in Tamara’s sole and absolute discretion involve, in the course of Tamara’s provision of the Tamara Payment Services.

“Order Handling System” means Tamara’s technology interface between Tamara, the Merchant and/or Customers pursuant to which the Tamara Payment Service is administered.

“Parties” means Tamara and the Merchant, and a “Party” means any of them.

“Personal Data” means data which relates to a Data Subject who can be identified from such data, or combination of such data and other information in the possession of, or likely to come into the possession of, the Data Controller.

“Privacy Policy” means Tamara’s privacy policy which is updated from time to time and is available at LINK TO PRIVACY POLICY.

“Processing” means any operation which is performed upon Personal Data, whether or not by automatic means, and “Process” shall be construed accordingly.

“Purchase Request” means a request by a Customer to purchase goods or services from the Merchant using the Tamara Payment Service.

“Purchase Price” means the Net Amount of the Approved Transaction minus the Tamara Fees, Chargebacks or other Dispute fees (as applicable) in respect of such Approved Transactions.

“Refund” means a Requested Transaction, in respect of an initiating Requested Transaction, made wholly or partially to reverse that initiating Requested Transaction.

“Remittance” means any payment Tamara make to the Merchant under the Agreement in the course of Tamara Payment Services.

“Restricted Products” means the list of goods and/or services (as applicable) notified by Tamara to the Merchant from time to time.

“Restricted Territory” means the list of territories notified by Tamara to the Merchant from time to time.

“Requested Information” means the information for each applicable Customer   as set out in Schedule 1, as may be amended or otherwise updated by Tamara from time to time.

"Requested Transaction" means any payment by a Customer for goods and/or services purchased by a Customer from and provided by the Merchant using the Tamara Payment Services (whether through the Merchant Website or otherwise). Unless the context requires otherwise, "Requested Transaction" shall include a reference to a "Refund" and a series of connected transactions.

"Selected Court Jurisdiction" means the courts with jurisdiction over the Agreement as set out in the Merchant Onboarding Form.

"Selected Governing Law" means the law which governs the Agreement as set out in the Merchant Onboarding Form.

"Settled" means the crediting to Tamara, Tamara's agent or Other Financial Institution (as applicable) of the value of a Requested Transaction as determined by the relevant Card Scheme or Other Financial Institution as the case may be (and "Settle" and "Settlement" shall be construed accordingly).

"Tamara Fee(s)" means the relevant fees payable by the Merchant in connection with the Tamara Payment Services, whether attached or included with the Merchant Onboarding Form and/or as otherwise provided by Tamara to the Merchant from time to time and includes any applicable "Fixed Fee" and "Variable Fee" as set out in an applicable Merchant Onboarding Form.

"Tamara Payment Service" means the service selected by a Customer on the Merchant Website or at any other Merchant point of sale pursuant to which the Customer selects to purchase goods or services from the Merchant using the applicable Tamara service(s) that are subject to the Agreement.

"Tamara" has the meaning given to it in the Merchant Onboarding Form.

"Tamara Relationship Manager" has the meaning given to it in the Merchant Onboarding Form.

"Term" means the Initial Term (together with any Subsequent Term, if applicable) as specified in the Merchant Onboarding Form.

"Territory" means the Middle East.

"VAT" means value added tax.

11.2 Headings shall not affect the interpretation of these Terms.

11.3 Unless the context otherwise requires:

(a) words in the singular shall include the plural and words in the plural shall include the singular;

(b) a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time; and

(c) any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

11.4 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns.

11.5 Any reference to ‘in writing’ in the Agreement shall expressly include email.

11.6 The Schedule forms part of these Terms and shall have effect as if set out in full in the body of these Terms. Any reference to these Terms includes the Schedule.

Schedule 1 – Requested Information

Customer Personal Information Needed

• Email address

• Phone number

• Full name as it appears on the Customer’s national identification card

• Date of birth

• Gender

• Returning Customer - e.g., Customer made prior orders (yes/no)

• Registered Customer (yes/no) - compared to guest checkout.

• Customer since (date and time field)

• Customer Unique Identifier (code or any similar identifier that can be used to trace the Customer)

• Customer Shipping Address

  • First Name

  • Last Name

  • Address Line 1

  • Address Line 2

  • Address Line 3

  • City

  • Zip/Postal Code

  • Country

  • Phone Number

• Customer Billing Address

  • Address Line 1

  • Address Line 2

  • Address Line 3

  • City

  • Zip/Postal Code

  • Country

  • Phone Number

• Information pertaining to a Purchase Request

  • Order reference identifier

  • Full name of Customer  

  • Customer unique identifier

• Shipping address:

  • Address line 1

  • Address line 2

  • Address line 3

  • Region

  • City

  • Zip/postal code

  • Country

  • Phone number

• Order amount (equals to item amount + tax

  • amount + shipping amount - discount amount)

• Order currency

• Order description

• Order country

• Locale - language defined by the Merchant

  • English is default.

• Number of items in order

• Following information for each item ordered:

  • Type (physical, digital etc.)

  • Item name

  • Stock keeping unit

  • Brand

  • Item code/model

  • Quantity

  • Main category (e.g., clothing)

  • Sub-category 1 (e.g., shoes, sneakers, etc.)