Capitalised terms used in these Terms and Conditions have the meanings given to them in the definitions section at clause 1 below.
Please take the time to read these Terms and Conditions carefully before availing of the Services as they set out the key terms and conditions which will govern the relationship between Ziina and you and your use of the Platform and the Services.
By accessing the Platform, you acknowledge that you have read, understood, and agreed to be bound by these Terms and Conditions, as amended from time to time. If you do not agree with these Terms and Conditions or any other part of the Agreement, you must stop using or accessing the Platform immediately. If you are using the Platform on behalf of a Business Entity, you warrant personally that you are authorized and have the authority to bind that Business Entity to these Terms and Conditions and the Agreement.
The following terms are used throughout these Terms and Conditions and have specific meanings when used in any part of the Agreement:
“Account" means the account that the User creates through the Platform to use the Services;
"Agreement" collectively means the agreement between you and us, comprising these Terms and Conditions, any other terms, conditions and notices contained or referenced in these Terms and Conditions (in each case as amended from time to time) and all other Ziina rules or policies available on the Platform (including, but not limited to, the Privacy Policy,guidelines and procedures that may be published from time to time on the Platform);
"App” means Ziina's mobile application;
"Bank Card" means any card (such as credit, debit or prepaid card)issued by a bank or financial institution;
"Business Day" means a day on which banks in the UAE are open for business (excluding Saturdays, Sundays and public holidays);
"Business User" means a Business Entity and includes any natural person/s representing that Business Entity;
"Business Entity" means an entity which conducts business,irrespective of its legal form, including sole proprietorships,limited liability companies, free zone companies and free zone establishments;
"Chargeback”means that an End User has requested their card company or card issuing bank to invalidate a payment which has been processed;
"Claim" means a challenge to a payment that a User or an End User raises directly with Ziia;
"Content" means any content submitted, generated, featured or displayed through the Platform, including but not limited to, any UserProfile, transaction description, text, information,correspondence, graphics, software, applications, video recordings,audio recordings, sounds, company logos, photos, designs, features,and other materials that are available on the Platform. Content includes, without limitation, User Content and Ziina's Content;
"Delegate" means each person to whom access to an Account has been granted by an Owner using Multi-User Access;
"Eligible Bank Account" means a bank account held in the User's name with an appropriately licensed bank in the UAE;
"Eligible Transaction Account" has the meaning given to it in clause 10.1;
“End User(s)” means the person purchasing goods and/or services from the Business User; "Indemnified Entity" means each of Ziina,the Payment Gateway Provider, any TP Provider, any relevant processor, the Nominated Bank and each of their respective employees and agents;
“Losses" means any claim, suit, demand, action or proceeding, loss,liability, damages or assessments of any kind or nature (whether actual, economic or consequential), charges, third party liabilities,costs and/or expenses;
"Multi-User Access" means a feature offered by Ziina whereby the Owner is able to authorise Delegates to have any of the following three levels of authority on a Business User's Account: (i) to manage sales and transactions of the Business User in respect of the Account, (ii) to access and export transaction data in respect of the Business User's Account and (iii) to instruct Ziina to transfer funds from the Business User's Ziina Wallet to the Business User's Eligible Bank Account;
"Network" means any card association, payment network or similar entity;
"Network Rules" means the guidelines, byelaws, rules, and regulations of a Network; “Nominated Bank" means the bank with whom Ziina holds an account in relation to credit balances on Ziina Wallets from time to time;
"Nominated Bank Account" means a bank account held in Ziina's name with the Nominated Bank;
"Offer Terms and Conditions" means separate terms and conditions, which apply in addition to these Terms and Conditions that Ziina may publish from time to time in connection with the operation of, and a User's participation in, an offer, give away or promotion;
“OTP” means a one-time password sent to a User's designated mobile telephone number in connection with the Services;
"Owner" means a legal owner of a Business User (evidence of such ownership having been provided to Ziina's satisfaction);
“Payment" means a payment to or from your Ziina Accont;"Payment Gateway Provider" means the technical service provider that processes payments made;
“Payment Instruction" means an instruction to make a payment;“Platform” means any online tool provided, processed and/or maintained by Ziina (including, but not limited to, all subpages and subdomains, all content, Services and products available at or through Ziina's website, the App and/or any other related domain offering access to, or facilitating the provision of, the Services);
“Privacy Policy” means Ziina's privacy practices in relation to the use of the Platform which is available in the App;
"Prohibited Business Category" means any business or business practice which is prohibited from passing through the Services,including but not limited to the businesses and business practices that involve child labour /forced labour, animal testing, unregulated crypto currency services, diamond trading without Kimberley Process certification, direct or indirect involvement in respect of dual usage/tactical military equipment and any further businesses or business practices which may be specified by any relevant third party, such as a Network; “Recipient” means an individual or entity to whom a payment is sent using the Services;
"Reversal” means a situation where Ziina or a person on Ziina's behalf reverses the settlement of funds from a processed card transaction received by the User. This may occur where (i) the person sending the payment was not authorized to do so, (ii) the card transaction was invalidated by the End User's card issuer, (iii)the settlement funds were sent to the Business User in error by any person, (iv) the payment was made in respect of goods and/or services that violate the Agreement or any other related agreement,or (v) Ziina decided a Claim against the Business User;
"Sender” means an individual or entity that is sending a payment using the Services; “Services” means the online and/or offline payment services provided to Users by Ziina, including the services set out at clause 2.4;
"Tap to Phone” means a feature whereby a Business User can receive to its Ziina Wallet payments from End Users on presentation of their physical Card to the mobile telephone or other device being used on behalf of the Business User to access Tap to Phone;
“Taxes" means all taxes, fees and other charges imposed by any governmental authority,including any value added tax, goods and services tax, sales tax and applicable indirect and transactional taxes;
"Terms and Conditions" means these terms and conditions, as varied,supplemented amended and/or restated from time to time;
"Third-Party Content" means any content other than User Content or Ziina Content;
"TP Provider" means the provider of the technology supporting Tap to Phone;
"UAE" means the United Arab Emirates;
"User", “you" and “your” collectively mean the person or entity that has visited or is using the Platform and/or any Services, including Business Users. A User may be a Sender, a Recipient, both or neither;
"User Content" means any content, written or otherwise,created,submitted, generated, featured and/or displayed by you while using or through the Platform (including but not limited to, any User Profile, review, transaction description, text, correspondence,photographs and videos);
"User Profile" means a personalized profile created by the User on the Platform (which may include information such as a username and mobile number) publicly accessible on the Platform;
"ZiiLink" means a QR code or payment link generated for a Business User by Ziina to allow that Business User to receive payments to their Ziina Wallet;
“Ziina", "we", “our” and “us” means Ziina Payment LLC, license number 1112672;
"Ziina API” means the application programming interface that is integrated into a Business User's website to allow that Business User to receive payments from its End Users to their Ziina Wallet;
"Ziina's Content" means any content (including but not limited to,the name, trademark, and logo of Ziina; all information about Ziina and its employees; any text, correspondence, photographs,graphics, applications; any video recordings, audio recordings,sounds, designs, features, and other materials) generated by and/or belonging to Ziina;
“Ziina Rate" means such exchange rate between (i) the currency in which the End User payment is denominated and (ii) AED, as Ziina may identify based on reference rates obtained by Ziina from reasonable third party sources; and
"Ziina Wallet" means a digital wallet maintained by Ziina on behalf of a Business User on the Platform, linked to the Business User's Account.
2.1 Ziina is a payment platform which enables Users to (i)securely transfer and receive payments, and (ii) transfer such funds to their Eligible Bank Account.
2.2 The Business User shall maintain direct contact with its End Users and is solely responsible for the nature and quality of the goods and/or services provided to End Users, including delivery, refunds, returns and any related customer service requirements and ancillary services, including in relation to issues relating to the processing of any payment on an End User's payment card. Ziina shall not be responsible for providing any support to End Users unless expressly agreed by Ziina.
2.3 Subject to clause 5.8, all transactions in or through the Platform are denominated in UAE Dirhams (AED).
(a) Request payment from an End User;
(b) Receive money on their Ziina Wallet, including through ZiiLink or Ziina API where applicable;
(c) Send money to another User via the balance in the User's Ziina Wallet, Bank Card and/or Apple/Google Pay account;
(d) Pay for goods and services using their Ziina Wallet;
(e) Transfer money from their Ziina Wallet to their Eligible Bank Account;
(f) Review their transaction history;
(g) Activate the Multi-User Access feature; (h) Activate the Tap to Phone feature; and(i) Interact with Ziina (such as customer services).
2.5 Users must provide and maintain complete, accurate and up to date details of the Eligible Bank Account associated with their Account from time to time. Users are solely responsible for maintaining correct and complete details of their Eligible Transaction Account in connection with their Account and Wallet. If there is any change in Eligible Transaction Account,the User (a) shall notify Ziina of the correct bank account details and any such other information as Ziina may require and (b) shall not process or request the processing of any transactions unless and until the new Eligible Transaction Account details have been accepted by Ziina and are displayed on the User's Account. Ziina shall not be liable for any Losses associated with a User's failure to comply with this clause,including Losses relating to User funds being sent to an incorrect recipient and/or delayed or lost in transit.
2.6 We charge fees as described at www.ziina.com/fees and reserve the right to charge or change the fees associated with a User Account or use of the Services at any time. Ziina is not responsible for identifying or notifying a User of any fees imposed by a thirdparty.
2.7 There may, from time to time, be specific technical requirements in relation to your equipment and software,which will need to be met in order for you to access the Services. As such, we reserve the right to require you to install and/or update any software/software updates in order to access and/or continue using the Services. Any such requirements will be specified on the Platform.
3.1 You agree that Ziina may amend the Agreement or any part of it from time to time, and in Ziina's sole discretion. Ziina will, where possible, provide you with notice of any amendments to the Agreement. Ziina will publish any amendment or change to the Agreement (or any part of it) on the Platform and will specify the date on which such amendment becomes effective. Ziina will also usually send a notification of any such amendment to the email address associated with your Account. However, your continued use of the Platform and/or any Services after the stated effective date constitutes your acceptance of the relevant revised document, amendment or change.
3.2 You agree and undertake to review the Agreement each time you visit our Platform and/or prior to each use of the Services. If you do not agree to the Agreement, as updated from time to time, you undertake to cease using our Platform and/or Services immediately.
4.1 In order to use our Services, the User is required to create an Account with Ziina by providing certain information, which may include a phone number, valid Emirates ID (both front and back sides) and face biometrics. Each Account should have a unique username and pin-code. You can upload a profile photo if you wish to do so.
4.2 Users will be required to verify a phone number associated with their account using our automated verification system.Any information provided in relation to the Account registration process will be subject to Ziina's Privacy Policy. The phone numbers provided will be used for the purpose of verification and may be used by Ziina for marketing and communication purposes. Ziina reserves the right to request additional information from a User in order to verify a User's identity, to comply with any request from the Payment Gateway Provider or Nominated Bank and/or to complete any legal or regulatory requirements.
4.3 Ziina offers personal Accounts and, for Business Users,business Accounts. Each User may only have one personal Account.
4.4 To create a personal Account, you must be a resident of the United Arab Emirates, be at least 18 years old and use a cellular/wireless phone number that is registered in your name.
4.5 We may also offer certain Users the ability to set up a business Account, which can be used to receive payments for the sale of goods and services. This feature isoffered at our sole discretion and may not be available to all Users.
4.6 Your Ziina Account is a personal Account unless you have received our express written approval to open a business Account. Personal Accounts may not be used to conduct business, commercial or merchant transactions with other Accounts, which includes paying or accepting payment from other personal Accounts for goods or services. If you plan to use your Account to sell goods or services, you must have a business Account. Please refer to clause 5 to review the business Account rules.
4.7 Your Account, including any information pertaining to it, is strictly personal to you. You may therefore not sell or charge others for the right to use your Account, or otherwise transfer your Account.
4.8 By creating an Account or using the Services, you consent to us contacting you about your interest in our Services by email,phone or through any other contact information you have chosen to provide. If you do not want to receive offers from us, please notify us at any time via one of the contact methods listed in the 'Get in touch' section on the Platform.
4.9 We reserve the right to suspend or terminate your Account at any time, including if any User Content or information provided during the sign-up process or thereafter proves to be inaccurate,false or misleading, in connection with any legal or regulatory requirement or to reclaim any username that violates the Agreement.
4.10 You may request that we close your Account, unlink your payment methods and/or terminate your relationship with us at any time by contacting us at [email protected].
Your request may take up to 30 Business Days to process. You will remain liable for all obligations related to your Account even after your Account is closed. Any incomplete transactions or transfers must be completed or cancelled before closing your Account or unlinking your payment methods. You must transfer any balance available in your Ziina Wallet before closing your Account. In certain cases, you or we may not be able to close your Account or unlink your payment methods,including (i) to evade an investigation; (ii) if you have a pending transacton or an open dispute or claim; (iii) if you owe any amount to us; or (iv) if your Account is subject to a hold or limitation as per clause 18.
4.11 If you hold more than one Account in the name of the same legal person, even if holding such Accounts is in breach of the Agreement, you authorise us to combine and/or consolidate any such Accounts and/or set off money owed to us in respect of one or more Accounts against amounts to which you are entitled on any other one or more Accounts.
5.1. In addition to the terms set out in clause 4, business Accounts are also subject to the terms set out under this clause 5. Business Accounts must be applied for and explicitly authorized by Ziina.
5.2. In order to create a business Account, you will be required to provide additional information such as a copy of the business' license and constitutional documents, email, phone number and registered business address and Emirates ID of the business' representative.
5.3. By creating an Account, each User represents that (i) it is duly authorized to conduct business in the United Arab Emirates; (ii) its business does not violate any applicable laws or regulations; and (iii) it and its employees, officers,representatives, and other agents accessing the Platform are duly authorized to access the Platform and to legally bind the Business User to the Agreement and all transactions conducted under its username, pin-code and/or OTP.
5.4. You shall be responsible for all actions by current and former officers, employees, agents, Delegates, representatives and others, regardless of whether authorized by you, that access the Services using your username, pin-code and/or OTP.If you issue a refund in respect of a payment made using the Services, any fees paid in respect of the original transaction will not be refunded.
5.5. Fees associated with a business Account will be specified at ziina.com/fees and any changes will be notified to you in advance wherever possible.
5.6. Each Business Entity may only have one Account (subject to completion of all Ziina onboarding requirements and any applicable legal or regulatory requirements) and must only use that Account for business purposes.
5.7. The Business User undertakes to notify its End Users that Ziina's name may appear as the merchant in the End User's bank or card statements/transaction history in connection with payments and hereby agrees indemnify Ziina in relation to all Losses associated with any failure by the Business User to comply with this clause 5.7.
5.8. Ziina may permit Business Users to collect payments from End Users in a currency other than AED. In such cases, (i) the relevant non-AED payment amount will be converted to AED at the Ziina Rate and (ii) any applicable fees or charges will be specified at www.ziina.com/fees. The amount you receive from an End User in respect of non-AED payments and the related service may be affected by changes in foreign currency exchange rates.
5.9. Ziina may permit Business Users to enable Multi-User Access on the Account. In such cases, the Owner must select the appropriate permissions for each Delegate and generate an invitation to each such Delegate using the link available on the App. If a Delegate already has an active personal account with Ziina, they will receive access to the Account, the Ziina Wallet and the Services in respect of the Business User in accordance with the authorisation/s set by the Owner. If a Delegate does not have an active personal account with Ziina,then they must create a personal Ziina account and complete Ziina's onboarding process to Ziina's satisfaction, after which they will receive access to the Account, the Ziina Wallet and the Services in respect of the Business User in accordance with the authorisation/s set by the Owner. If the Owner wishes to alter or remove authorisation/s of any Delegate, they must disable access in respect of those authorisations/that Delegate through the Owner's profile on the Platform - any such alterations made will be effected on the Platform as soon as reasonably possible, but may take up to 4 hours. The Multi-User Access is provided for the Business User's administrative ease and, as such, the Business User remains responsible for the Account, its Ziina Wallet, all transactions on its Account and the acts and omissions of each Delegate.
5.10. Ziina may allow Business Users to access Tapto Phone and,in such cases, the Business User may have to download the TP Provider's application and accept the TP Provider's terms and conditions. As the technology in relation to Tap to Phone is provided by the TP Provider, Ziina shall not be liable or responsible for any issues, claims, losses and/or unavailability of Tap to Phone or any related service issues.
6.1 Fees associated with an Account will be specified at www.ziina.com/fees. In addition,you must reimburse us for any penalties or fines imposed on Ziina by the Payment Gateway Provider, TP Provider, Nominated Bank or any other financial institution associated with your Account or transactions resulting from use of the Services or Payment Gateway Provider services in a manner not permitted by the Agreement,TP Provider terms and conditions or the Payment Gateway Provider's rules and regulations (as applicable). Any such amounts may be set off against any amounts owed to you by us at any time, without notice or may otherwise be claimed from you, at our sole discretion (in which case such amounts shall be payable on demand).
6.2 Any change to the transaction fees associated with an Account will be sent to the email account associated with the Account and may also be notified through the Platform, in
advance of such changes becoming effective wherever possible. You agree to frequently check the fees applicable to your Account and the email address associated with your Account and acknowledge that, by maintaining your Account,you shall be deemed to have agreed and approved the relevant fees from time to time.
6.3 If a Business User issues a refund in respect of a payment received from an End User through the Services, any fees paid in respect of the original transaction will not be refunded by Ziina and fees or charges may apply to action such refund.
6.4 A Business User shall not impose any fee or surcharge where an End User (i) seeks to use or uses a ZiiLink or (ii) seeks to make a payment or makes a payment through the Ziina API or Tap to Phone.
7.1 Each User is responsible for maintaining the security of their Account,for all activities that occur under, and any other actions taken in connection with, the Account.
7.2 Each User undertakes to provide accurate and complete information and keep their Account information and details of their Eligible Bank Account updated. Users must not share their pin-code or any OTP with any third-party. You assume the entire risk for any fraudulent, unauthorized or otherwise improper use of your Account and/or password. Ziina shall be entitled to rely on the genuineness and authority of all instructions received by it when accompanied by such pin-code and/or OTP, and to act on such instructions.
7.3 Users agree to notify Ziina immediately of any unauthorized use of their Account, or any other breaches of
security. Users are fully responsible for use of their pin-code,any OTP, Account and username, or registration,whether by themselves,their Delegates or others.
7.4 Ziina is authorized to act on instructions received through use of an Account or the Platform, and is not liable for any Losses arising from a User's failure to comply with this clause as regards that User's own Account.
7.5 If a fraud has occrred in relation to your Account, or you suspect it may have occurred or there is a security threat in relation to your Account, you must contact us via the 'Get in touch' section on the Platform immediately. Failure to notify us immediately on identifying any such transactions or threats may affect our ability to freeze your Account and/or reduce the risk of further security breaches or unauthorized transactions.
7.6 If we identify or are notified of any security threat,actual/suspected fraud or any other irregularity in respect of your Account, we may place a stop on your Account, which would mean that you are unable to conduct transactions,and may also freeze incomplete transactions and/or reverse completed transactions.
7.7 You undertake not to effect any transaction within a Prohibited Business Category. This includes use of the Services in or for the benefit of a country, organization, entity,or person embargoed or blocked by any government, including those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC), the European Commission, or the United Arab Emirates. You shall indemnify Ziina against any Losses incurred by Ziina in connection with any such transaction or attempt to effect such a transaction.
7.8 Where the Business User is engaging with End Users that are individuals, the Business User specifically agrees to provide consumers disclosures required by applicable law, and to not engage in unfair, deceptive,or abusive acts or practices.
8.1 Users can link certain payment methods (such as Bank Card) to their Ziina account. Users must keep their payment method information current (e.g., Bank Card number and expiration date).
8.2 If a User's payment method information changes, we may update it using information and third-party sources available to us without any action on the User's part. If you do not want us to update your card information, you may contact your issuer to request this.
8.3 If a User has sufficient balance in their Ziina Wallet to cover the entire amount of a particular transaction, the Platform will by default direct the User to use their balance in the Ziina Wallet. If a User's Ziina Wallet balance is not sufficient to cover the entire amount of a particular transaction, the User will be required to select another payment method. In those instances, the full transaction amount will be placed on the User's preferred payment method and the transaction amount will not be split between the User's Ziina Wallet balance and preferred payment method. If the User's preferred payment method is unavailable (e.g., a debit card expired), the User's transaction may be declined.
9.1 Users may request that a Sender (including an End User)transfers funds to that User's Ziina Wallet through (i) ZiiLink by designating the amount of funds requsted and entering the Sender's phone number or (ii) where the feature is available to and activated by the Business User, Tap to Phone.
9.2 Business Users may be able to receive funds from a Sender (including an End User) through the Ziina API as per the transaction details specified on the checkout page of the Business User's website.
9.3 When the Payment Gateway Provider notifies Ziina that it has authorised a payment to the User, the balance on the User's Ziina Wallet will be updated with the relevant payment amount less any fees or other amounts due to Ziina in connection with the Agreement.
9.4 We may place limits on the value or number or transactions which may be completed through the Platform or using the Services and/or fees for exceeding any such limits.Any applicable limits or fees will be specified on the Platform and may also be notified to your nominated email address.
9.5 The User is solely responsible for verifying the identity of Senders.
9.6 Business Users are solely responsible for ensuring that the respective transaction details (including but not limited to the purchase price, any applicable shipping costs or Taxes) are correctly specified ontheir website prior to enabling the End User to make a payment through the Ziina API.
9.7 Ziina may show a credit on the User's Ziina Wallet in respect of transactions that have been authorized by the applicable Network and card issuer. However, Ziina does not guarantee or assume any liability for Payments authorized and completed which may later be invalidated, reversed or charged back.
9.8 If you receive a Payment and we later determine in our sole discretion that the Payment was invalid for any reason,you hereby authorize us to move funds from your Ziina Wallet in an amount equal to the relevant Payment.
9.9 You acknowledge and agree that, to the fullest extent permitted by applicable law and regulation, we will not be liable in any way for any Payments that you may receive,regardless of whether you authorized the End User to send them to you.
9.10 Business Users shall ensure that any transaction with an End User is not erroneous or suspicious and agree to contact an End User before fulfilling or completing any suspicious transaction. The Business User agrees to indemnify Ziina against any Losses incurred by Ziina in connection with any such transaction or attempt to effect such a transaction.
9.11 At the conclusion of each transaction with an End User,the Business User shall provide a receipt to the End User which includes all information required under applicable law.
9.12 The Business User shall have the sole responsibility to (i)determine what Taxes apply to the sale of the goods and/or services provided to End Users, or payments received from End Users, and (ii) assess, collect, report, and remit such Taxes to the appropriate governmental authorities.
10.1 Once you have opened an Account and either have funds available in your Ziina Wallet or you have linked a Bank Card (each an "Eligible Transaction Account"), you will be able to send funds via your Ziina Wallet with our payment service using funds loaded from that Eligible Transaction Account.
10.2 As a Sender, you may send funds to Recipients by designating the Recipient and the transfer amount on the Platform.
10.3 Your Payment Instruction authorizes us to move funds from your Eligible Transaction Account to your designated Recipient. By submitting a Payment Instruction, you are also authorizing us to move funds to your Eligible Transaction Account for Payments that are cancelled or otherwise returned.
10.4 You understand and agree that when you initiate a Payment Instruction, the processing of the Payment Instruction will begin and we may process the requested transfer of funds to the Recipient at any time after you initiate the Payment Instruction. However, we may delay processing the transfer and retain such funds, if we require additional information about the transaction or your identity or the identity of the Recipient. You hereby authorize and direct us to retain such funds until such time as you or the Recipient has provided us with all the information we require.
10.5 You agree that, to the fullest extent permitted by applicable law and regulation, we shall incur no liability if we are unable to complete any transaction because of: (i)insufficient funds in any account in your name; (ii) malfunction of the Ziina payment service due to circumstances beyond our control or due to circumstances that you were already aware of at the time you initiated your Payment Instruction; (iii)inaccurate or insufficient Payment Instructions; or (iv) either you or the Recipient does not provide us with any additional information that we request, for example to verify the transaction or your identity or the identity of the Recipient.
11.1 A User's Ziina Wallet balance consists of the funds that the User has in the User's Account that are (i) available for new transactions and (ii) not subject to pending transactions.Users are solely responsible for all funds necessary to complete any payments initiated through the Services. Users agree to reimburse Ziina for any fees, costs, or expenses it incurs as a result of insufficient or unavailable funds in connection with any payment the User initiates through the Services.
11.2 Users may add funds to their Ziina Wallet,by linking their Bank Card to their Ziina Wallet. To do so, Users must have a valid Bank Card and enter their card details (such as the 16-digit card number, card expiration date, 3-digit security code and name written on the card) on the Platform.
11.3 Users can keep funds received from Payments in their Ziina Wallet for a maximum period of five (5) calendar days.Failure to transfer such funds out of the User's Zina Wallet within this period, constitutes authorisation to Ziina to effect a transfer of those funds to the relevant User's Eligible Bank Account, less any administrative costs and expenses incurred by Ziina in connection with such transfer.
11.4 Ziina may, at its sole discretion impose limits on the maximum amount the User is allowed to accrue in its Ziina Wallet. Any such limits will be stated on the Platform. To comply with this requirement, Users must make routine transfers to their Eligible Bank Account. Ziina reserves the right to change any such limits at any time and will provide notification of such changes as soon as reasonably practicable.
11.5 Ziina is not a bank and does not accept deposits, provide loans or extend credit. If a Business User accepts Payments in their Ziina Wallet for products or services that are not immediately deliverable to the End User (a "Preorder"), Ziina may, in its sole discretion, initiate a Reversal or transfer such received funds to the Business User's Eligible Bank Account.Business Users must contact Ziina in advance if they would like to receive payment for a Preorder.
11.6 Users may transfer funds from their Ziina Wallet to their Eligible Bank Account via Ziina's deposit feature. To do so,simply select 'Cash out', enter the transfer amount and designate the IBAN number and beneficiary name of the Eligible Bank Account. Ziina reserves the right to limit which banks or what types of accounts constitute an Eligible Bank Account.
11.7 A User's Payment Instruction authorizes us to move funds from the relevant Ziina Wallet to the relevant Eligible Bank Account.
11.8 Ziina may limit how many transfers Users can initiate from their Ziina Wallet to their Eligible Bank Account and the amount of funds that they can transfer in a single transaction.
Ziina reserves the right to delay or further limit such transfers while Ziina screens for risk, or Ziina may request Users to provide additional information to verify their identity and/or the transaction.
11.9 Ziina will not be held liable for any funds transferred out of a Ziina Wallet that are misplaced, lost, incorrectly allocated or unidentified by the recipient bank with which the relevant User holds its Eligible Bank Account.
11.10 Users may not transfer funds from their Ziina Wallet to their Eligible Bank Account to evade a payment investigation.If you attempt to transfer funds from your Ziina Wallet while we are conducting an investigation, we may hold your funds at our discretion to protect Ziina or a third-party against the risk of reversals, claims, fees, fines, penalties and other liability.We also may defer or redirect pay-out or restrict access to your funds as necessary to comply with applicable laws, court orders, or if requested by any governmental entity. You will remain liable for all obligations related to your Account even after the Account is closed.
11.11 The Business User authorises Ziina to receive, hold and disburse monies in connection with its transactions with End Users. Funds to which the Business User is entitled will be held in an account with the Nominated Bank. The Business User agrees that it will have no right to direct actions in relation to such account and that it will not grant, or purport to grant,any security interest or lien over such account or funds.
11.12 The User agrees that it will not receive interest on, or other monies derived from, the funds that Ziina handles and places in any account even if Ziina receives interest on such funds.
12.1 Our ability to stop a Payment Instruction or recover funds associated with an unauthorized Payment Instruction will depend on how the Payment Instruction was initiated, and whether the Payment Instruction has begun processing and will at all times be subject to clause 10.5.
12.2 We will attempt to return any refused, refunded,prohibited, or denied payment to the applicable Eligible Transaction Account or Ziina Wallet (depending on the method in which the relevant transaction was initiated). If we are not able to do so, we may use other reasonable means to return the Payment to you, as permitted by applicable law.
12.3 We will not be liable in any way for any Payments that we are unable to cancel or recover after receiving the relevant Payment Instruction from you.
13.1 By accepting the Terms and Conditions, each User hereby expressly authorizes Ziina and our Nominated Bank (i) directly or through third parties, to make any inquiries we consider necessary to validate the User's identity, company information and Account information; (ii) to hold, receive and retain funds on behalf of the User; (iii) to transfer funds from any Eligible Transaction Account to the designated Recipient's Ziina Wallet as per the Sender's instructions; (iv) to debit funds from the User's Ziina Wallet and deposit such funds into the Eligible Bank Account as per the User's instructions; and (v) to initiate any other actions required under the Agreement for the provision of the Services on behalf of that User.
13.2 By accepting the Terms and Conditions, each User hereby expressly authorizes the Payment Gateway Provider and the TP Provider (i) directly or through third-parties, to make any inquiries it considers necessary to validate the User's identity company information and account information; and (ii) to initiate any other actions required under the Agreement for the provision of the Services in respect of that User.
User transactions will be private and we will not publicly share the transaction information anywhere other than the User's own personal feed. If the transaction is a payment to another User,the transaction information will also be displayed on the personal feed of the other User.
15.1 Users may view their Account statement by logging into their Account on the Platform and visiting "Transaction history" on the “Home" tab.
15.2 Users should regularly log into their Account and review activity on their Account and the transaction history to protect themselves from unauthorized activity in their Account. We will notify Users of each transaction through the Platform.Users should review these transaction notifications to ensure that each transaction was authorized and accurately completed. Except as required by applicable law, you are solely responsible for reconciling your transaction history with your actual payment transactions. You agree to notify us of any discrepancies arising from such reconciliation and verification.
16.1 Ziina reviews User transactions to check, among other things, any suspicious or illegal activity, and whether their Account and the activity of Users with whom they have interacted comply with the Agreement. In connection with our review process, Users may be required to provide us with additional information and/or documentation to verify their identity. We may limit a User's Account and transactions until our verification is completed.
(a) delayed, blocked or cancelled transfers;
(b) Payments being held by us;
(c) money to which a User is entitled being applied to amounts that such User owes to us or used to offset Losses incurred by us;
(d) Payments Users previously received being reversed (i.e.,sent back to the End User or the Sender's Bank Card);
(e) Account limitation;
(f) Account or transaction holds; and/or (g) Account termination.
17.1 Should a User receive a Payment that is later invalidated or reversed for any reason (including Chargebacks), that User will be liable to us for the full amount of the Chargeback and any associated fines expenses or penalties (including any imposed by the relevant Network or any payment gateway or processor. We may recover any such amount in such manner as we see fit, including setting it off against or deducting it from any amounts owed to the User by us (subject to applicable law) or requiring the User settles such amount on demand. The User agrees to pay all costs and expenses including without limitation legal advisors' fees and other legal expenses, incurred by or on our behalf in connection with collecting any unpaid Chargebacks from it.
17.2 Chargebacks may be assessed against a User in relation to (i) transactions that do not comply with the Agreement, the applicable Network Rules, and the rules of the Payment Gateway Provider and/or payment methods, (ii) transactions that are suspicious or unlawful, (iii) disputes with End Users, or (iv) Reversals for any reason by the Network, any payment gateway or processor, acquiring bank or the relevant cardholder's issuing financial institution.
17.3 If we believe that a Chargeback is likely in connection with any particular transaction, the User agrees that we may withhold the amount of that potential Chargeback from payments due to it under the Agreement until the later of (i) a Chargeback being assessed due to an End User's complaint (in which case we shall be entitled to retain the relevant amount),(ii) expiry of the maximum period during which the End User may dispute a transaction as per applicable law and regulation, and (iii) we determining, at our sole discretion,that a Chargeback will not take place.
17.4 When recovering the amount of an invalidated Payment from a User, a limitation may be placed or other action may be taken on their Account as outlined under clause 18.
17.5 If you make a payment to your Ziina Wallet using a Bank Card or any other reversible payment method, you hereby waive any right you may have to pursue or request a chargeback or reversal of such payment.
17.6 If at any time, Ziina or any relevant third-party considers that the volume of Chargebacks is excessive, without prejudice to our other rights under the Agreement, we may impose additional fees, fines or penalties and/or additional restrictions on the Business User's Account.
17.7 Business Users must disclose details of their refund policy to all End Users and shall not grant a cash refund to an End User in connection with a payment made through ZiiLinkor Ziina API, except where required by applicable law. Where a refund has been processed, we will deduct the amount of the refund (including any applicable Fees) from settlement funds owed to the Business User. If such funds are insufficient,the Business User agrees to pay to us the relevant amount upon demand. For avoidance of doubt, Ziina has no responsibility for accepting and/or processing returns of your products and/or services.
17.8 Full refunds which the Business User agrees, or is obliged,to make to End Users must be for the exact amount of the original Payment including tax, handling charges, and other charges. The refund amount may not exceed the original sale amount except by an amount equal to any reimbursements to an End User for additional costs incurred for product returns.Refunds processed though the Services must be submitted within 60 calendar days of the original transaction but in all cases, within 3 calendar days of approving the End User's refund.
17.9 Users are responsible for all Reversals, Chargebacks,Claims, fines, fees,penalties and any other Losses arising out of or relating to their breach of the Agreement, and/or use of the Services and agree to reimburse the End User, Ziina, the Payment Gateway Provider, any processor, the Nominated Bank and any third-party selected by any of them, for any and all such amounts.
17.10 We will have the final decision-making authority with respect to Claims, including without limitation claims for refunds for purchased items that are filed with us by a Business User or its customers. In such cases, Business Users will be required to reimburse us for the full purchase price of the relevant goods/services plus the original shipping cost (and in some cases the Business User may not receive the item back). In such cases, the Business User will not receive a refund of any fees paid to Ziina.
18.1 In order to protect Ziina and the security of our Users,we may in our sole discretion take Account-level or transaction-level actions under certain circumstances. The decision about holds and limitations may be based on confidential criteria. In addition, we may be restricted by law,regulation or any governmental authority from disclosing certain information to you about such decisions. We have no obligation to disclose the details of our risk management or security procedures to you.
18.2 A hold is an action that may be taken under certain circumstances either at the transaction-level or the Account-level. When Ziina places a temporary hold on a transaction, the money is not available to the User. Many factors are reviewed before placing a hold on a transaction,including Account tenure, transaction activity and any past disputes.
18.3 A hold on transactions involving your Account may be placed if, in our sole discretion, we believe that there may be an excessive level of risk associated with you, your Account, or your transactions or that placing such a hold is necessary to comply with legal or regulatory requirements.
18.4 Transaction limits may be imposed on the amount and/or the number of payments you can send and/or receive. Please note that the transaction limits may change from time to time at our sole discretion and will usually be displayed on the Platform and in our FAQs.
18.5 Account limitations may also be set on particular Accounts at our discretion. There are several reasons why an Account could be limited, including:
(a) If we suspect someone could be using your Account without your knowledge; (b) In order to comply with legal or regulatory requirements; or (c) If we believe that you have breached the Agreement.
18.6 Users may be required to provide us with the information we request to resolve any issues with their transaction limits and/or Account limitations. If we believe that a risk still exists after you have provided us with the requested information, we may continue to limit your transactions and/or Account and take any necessary action to protect ourselves and our Users.
19.1 If you notice an error in your transactions, you must contact us at [email protected] immediately. Subject to clause 10.5, we will investigate and endeavour to correct any error,provided that we receive an email from you providing complete details in relation to the error no later than 7 days after the transaction notification on which the error appeared.
Filing a complaint with any other financial institution or person related to a transaction that you initiated through the Platform does not constitute notice of an error to us. You must contact us directly to notify us of any errors. When you notify us,you must tell us your username, name and account number and describe the error as clearly as you can and the reason why you believe there is an error. Failure to notify us of an error or discrepancy in your transaction in accordance with the Agreement will be deemed a waiver of any right to amounts owed to you in connection with any such error or discrepancy.
19.2 By accepting the Terms and Conditions, you undertake to cooperate with us to correct any error related to your transactions, including repayment of any overpayment made to you in error. If you do not cooperate with us or do not follow any procedures that we impose to correct an error, we may (i) initiate legal action against you to recover all Losses that we may have incurred as a result of your non-compliance with this clause; (ii) limit, suspend or terminate your Account;and/or (iii) deny access to your use of any Services.
19.3 We will confirm safe receipt of any complaint within 7Business Days of having received the complaint. We will endeavour to notify you of the outcome of our investigation and any proposed resolution within 15 Business Days of receiving your complaint. If we are unable to complete our investigation within 15 Business Days of receiving it, we will notify you of the reasons for the delay and will provide an updated deadline for completing our investigation.
20.1 In connection with your use of our Platform, your Account, the Services, or in the course of your interactions with us, End Users, or third-parties, you must not (i) breach the Agreement or any other agreement between you and us;
(ii) violate any applicable law or regulation; (iii) violate any applicable Network Rules or rules of the Payment Gateway Provider and/or payment methods, (iv) provide false,inaccurate or misleading information; (v) refuse to cooperate with us to correct an error related to your transactions; (vi)refuse to cooperate in an investigation or to provide confirmation of your identity or any other information; or (vii)use the Services in a manner that results in or may result in complaints or disputes.
20.2 You further agree that you will not, under any circumstances, transmit any Content that (i) is unlawful or promotes unlawful activity; (ii) defames, harasses, abuses,threatens, or incites violence towards any individual or group;(iii) is political, anti-national, antigovernmental, pornographic,discriminatory, or otherwise victimizes or intimidates an individual or group on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability; (iv) is spam,constitutes unauthorized or unsolicited advertising, any other form of unauthorized solicitation; (v) contains or installs any viruses, worms, malware, Trojan horses, or other content that is designed or intended to disrupt, damage, or limit the functioning of the Platform or any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of Ziina and/or any third party; (vi) infringes on any proprietary right of Ziina and/or any third party, including patent, trademark, trade secret, copyright, right of publicity, or other rights; (vii)impersonates any person or entity, including any of Ziina's employees or representatives; or (viii) violates the privacy of Ziina and/or any third party.
20.3 By accessing and/or using the Platform and/or the Services, Users represent and warrant that: (i) they have the authority to validly enter into and/or be bound by the Agreement; (ii) their use of the Services will be solely for lawful purposes that are permitted by the Agreement;and (iii)their use of the Services will comply with all applicable laws,rules, and regulations, and with the Agreement; as amended from time to time.
20.4 Ziina has the right to, in its sole discretion, determine whether or not any User conduct is appropriate and complies with the Agreement. You agree that Ziina has the right to terminate or deny access to the Platform and to any Services for any reason, with or without prior notice.
21.1 We are not responsible for any display or misuse of your User Content. You are solely responsible for the content of,and any harm resulting from, any User Content that you submit, post, upload, link to or otherwise make availableon the Platform while using the Services. You acknowledge that any liability, Losses or damage that occurs as a result of any such User Content is solely your responsibility. You further undertake and agree to indemnify and hold us (and any third-party) harmless from any liability, Losses or damage that may occur as a reslt of any such User Content.
21.2 Ziina may allow Users to include comments, GIFs or photos to their transactions and/or payment requests. Ziina may also enable Users to submit their reviews of the Services and their experience with Ziina; these comments and reviews do not constitute a guarantee, warranty, or prediction regarding the outcome of any future Service. Ziina shall be under no obligation to display such comments and reviews on the Platform and may remove such comments and reviews from the Platform at any time at its sole discretion. Ziina will have no responsibility or liability of any kind for any comment or review you encounter on or through the Platform. Any use of or reliance on such comments and reviews is solely at your own risk.
21.3 All Content posted on the Platform, such as blog posts or reviews, is provided for information purposes only, with no assurance that such Content is true, correct, or accurate.
21.4 Users represent and warrant that they have the right to post all User Content they submit. Specifically, Users warrant that they have fully complied with any third-party licenses relating to User Content (if applicable) and have taken all steps necessary to pass through to End Users any required terms.
21.5 Users agree and acknowledge that Ziina has the right to,in its sole discretion, view and monitor any User Content, and to determine whether or not any User Content is appropriate and complies with the Agreement, or refuse or remove any User Content that, in Ziina's opinion, violates any Ziina policy or is in any way harmful, inappropriate, or objectionable.You further agree that Ziina has the right to make formatting, edits and other changes to User Content or the manner any User Content is displayed on the Platform.
21.6 Except for Content that originates from Ziina, Ziina does not claim ownership of any Content that you post, upload or link to the Platform. You retain all ownership of, control of, and responsibility for the User Content you post. By posting any Content including without limitation profile photos,transaction descriptions, and reviews via the Platform, you however expressly grant Ziina and Ziina's successors a worldwide, sub-licensable, fully-paid and royalty-free,and non-exclusive license to use, publish, reproduce, display,modify, adapt, and distribute such Content in connection with Ziina's business and marketing purposes, including for the purposes of any promotion or offer that may be implemented by Ziina from time to time.
22.1 You agree that Ziina may, from time to time, institute promotions or offers, which may or may not be directly related to the Services,and which may be subject to Offer Terms and Conditions.
22.2 The Offer Terms and Conditions will be published by us on the dedicated link available on our Platform and may also be sent to you by SMS and/or email in accordance with clause 26.2, and you agree that your continued participation in a promotion or offer or your continued use of the Platform and/or Services after the publication date of the Offer Terms and Conditions constitutes your acceptance of its terms.
22.3 Any promotion or offer will always be subject to the provisions of these Terms and Conditions in addition to any Offer Terms and Conditions. In the event of any discrepancy or inconsistency between the Offer Terms and Conditions and the provisions of these Terms and Conditions, the provisions of these Terms and Conditions will take precedence.
22.4 A promotion or offer may include the participation of a third-party. In such case, you agree to review any terms and conditions imposed by the third party. Further, you agree that Ziina will in no event be liable or responsible for any act or omission of the thirdparty, nor will Ziina be liable or responsible in any way for any Losses arising from any interaction with the third-party or any third-party platform or service. Any use or interaction with a third-party or third-party platform or service is entirely at the User's own risk.
22.5 By participating in a promotion or offer, you expressly grant Ziina an irrevocable, perpetual, non-exclusive worldwide license to publish, post, display, copy, distribute, transmit, edit,use alone, together or with other works, and otherwise exploit your name, persona, likeness, logo, photograph, video, audio,promotion or offer information, and/or any quotes attributable to you throughout the world, including on the Internet, and at any time, in connection with the promotion or offer, in any and all forms of media, now known or hereafter discovered, and in any format, without any compensation,review or approval rights, notification or permission, and you release Ziina from any and all liability related thereto. If you do not wish us to use your name, persona, likeness, photograph,video, audio and/or any quotes attributable to you, please inform us by sending an email to [email protected].
23.1 As part of the Services, Ziina may provide you with convenient links or access to thirdparty platform(s) as well as other forms of Third-Party Content. These links and access are provided as a courtesy to you and Ziina has no control over third-party platforms or content or the promotions, materials,information,goods or services available on them. Ziina is not responsible for any Third-Party Content accessed through our Platform. If you decide to leave the Platform and access Third-Party Content, you do so at your own risk and you should be aware that the Agreement no longer governs.
23.2 By using our Platform and/or Services, you confirm and acknowledge that you, and any third-party acting on your behalf, have reviewed the terms and conditions (including terms governing use of any relevant debit, credit or prepaid card) of the banks, service providers (including the TP Provider,if applicable) or financial institutions that may be accessed during the provision of our Services. You further acknowledge and understand that the provision of our Services may affect your rights and legal position under such terms and conditions.
23.3 For avoidance of doubt, neither these Terms and Conditions or any other part of the Agreement authorize you to distribute, publicly display, publicly perform, make available,alter, or otherwise use any Third-Party Content.
24.1 Ziina takes commercially reasonable steps to protect personal information about you and End Users which is processed by Ziina systems against loss, modification or unauthorised access, but is unable to guarantee the security of such personal information. You therefore acknowledge and agree that any personal information about you or any End User is provided at your own risk.
(a) you have complied with all applicable data and/or privacy laws in the collection, retention and sharing of End User data;and
(b) you have obtained any and all necessary rights and consents in connection with (i) your disclosure of End User data to us, the TP Provider and the Payment Gateway Provider and the processing of such End User data by us,the TP Provider and the Payment Gateway Provider and (ii)collection of personal information by Ziina, the
TP Provider and/or the Payment Gateway Provider directly from End Users by way or cookies or other such means;and
(c) we will not be in breach of any such data and/or privacy laws in collecting, receiving, using and disclosing any such personal information.
24.3 If you receive from Ziina any personal information which is protected under applicablelaw, you undertake to keep such information confidential and secure and only to use such information to the extent necessary in connection with the Services (excluding for the avoidance of doubt, any marketing purposes unless the relevant person has provided their prior written consent to such use of their personal information).
24.4 Any information provided to Ziina will be subject to Ziina's Privacy Policy.
25.1 Ziina retains ownership of all intellectual property rights belonging to Ziina, including any applicable copyrights,patents, trademarks and other proprietary rights in connection with Ziina's Content. Other trademarks, service marks,graphics and logos used on the Platform may appear on the Platform as Third-Party Content. Ziina does not claim ownership of any intellectual property rights over any Third-Party Content made accessible through the Platform (including, but not limited to, any trademark or logo belonging to banks or financial institutions). These Terms and Conditions do not transfer from us to you any of Ziina's intellectual property rights or any intellectual property rights over Third-Party Content, and all right, title, and interest in and to such intellectual property will remain (as between the parties)solely with the respective owners of such intellectual property rights. Ziina reserves all rights that are not expressly granted to you under these Terms and Conditions.
25.2 The Ziina logo as displayed on the Platform is a registered trademark of Ziina; and may not be copied, downloaded,reproduced, used, modified, or distributed in any way without prior written permission from Ziina.
25.3 If you believe that any material located on or linked to the Platform violates your copyright or other intellectual property rights, please notify us at [email protected] may without notice terminate a User's access to (and use of)the Platform if, under appropriate circumstances, a User is determined to be infringing the copyrights or other intellectual property rights of Ziina or any other person.
26.1 We use email and electronic means to stay in touch with our Users. You agree and understand that Ziina may send you emails or Platform notifications or messages about the Services and your Transactions.
26.2 For contractual purposes, Users(i) consent to receive communications from Ziina in an electronic form via the Platform or via the email address they have provided to us;and (ii) agree that all Terms and Conditions, other parts of the Agreement, notices, disclosures, amendments to any of the foregoing and other communications that Ziina provides to them electronically satisfy any legal requirement that such communications would satisfy if it were in physical form or sent by traditional mail; and (iii) without prejudice to clauses 26.2(i) and 26.2(ii), the User undertakes to comply with clause 30.5 for any notification to Ziina.
26.3 We will communicate with you in English.
27.1 If you wish to terminate your relationship with us, you may do so by following the relevant steps on the Platform. If you wish to delete your Account data,please contact Ziina at [email protected]. Ziina will retain and use your information as necessary to comply with Ziina's legal and/or regulatory obligations, resolve disputes, and enforce Ziina's agreements (including the Agreement), and Ziina will, following request,delete your full profile to the extent possible (if applicable).
27.2 If we close your Account or terminate your use of the Services for any reason, your access to our Services will be ceased (including without limitation your access to the Ziina API)and we will provide you with notice of our actions and make available for bank transfer any unrestricted money held in your Ziina Wallet. Termination of your use of the Services will not affect our or your rights, remedies, obligations or liabilities that have accrued up to the date of termination.
27.3 If you decide to terminate the Agreement and your use of the Services, you must also transfer any balance on your Ziina Wallet to your Eligible Bank Account.
27.4 If you do not conduct or receive any transactions for a period of one calendar year (Inactive Period), then Ziina reserves the right to terminate the Agreement with effect from the day following expiry of the Inactive Period.Any balance on your Ziina Wallet will be available to you for a period of 6 years from the date of termination of the Agreement by you or by Ziina.
27.5 Following a request for Account closure, you must not issue any further ZiiLinks or enable your End Users to send funds through the Ziina API. We may withhold funds due to you for such duration and to the extent necessary to cover amounts in respect of any ZiiLinks issued, any Payments made through the Ziina API and amounts in respect of Chargebacks or Reversals. If we do not hold funds sufficient to cover any such amounts, you shall pay them to us on demand.
27.6 All provisions of the Terms and Conditions which by their nature should survive termination will survive termination,including, without limitation, ownershp provisions, warranty disclaimers, indemnity and limitations of liability.
28.1 The Platform and Services are provided on an "AS IS"basis. Ziina makes no representation or warranty that the Services will meet your requirements; that the Services will be available at any particular time or location; that the Services will function in an uninterrupted manner or be secure; or that any defects or errors will be corrected. You assume full responsibility and risk of loss resulting from your use of the Services, Content or any other information available on or through the Platform.
28.2 Ziina does not make any warranty, guarantee, or representation as to any User. You are solely responsible for all of your communications and interactions with other Users with whom you communicate, interact or transact as a result of your use of the Services. You understand that Ziina is not required to screen or inquire into the background of any User, nor does Ziina make any attempt to verify the statements of Users. Ziina makes no representations or warranties as to the conduct of other Users. You agree to take reasonable precautions in all communications and interactions with other Users and with third-parties with whom you communicate,interact or transact as a result of your use of the Services.
29.1 The User agrees to indemnify and hold harmless Ziina from and against any and all Losses which may affect Ziina as a result of (i) the User's use of the Platform and the Service or violation of the Agreement; (ii) any loss of profit, property or business reputation, or otherwise that may be caused as a result of a User's use of any Services; (iii) a third party claim brought against Ziina on the basis of lack of authorization as contemplated under clause 13; (iv) errors, mistakes, or inaccuracies of User Content and/or information available on or through the Platform; (v) the User's infringement of any intellectual property rights of another User or a third party;(vi) any bugs, viruses, Trojan horses, or the like, which may be transmitted by a User to or through the Platform; or (vii) any dispute, conflict or disagreement between Users or between a User and a third-party in connection with any Services.
29.2 Without limiting the foregoing or any other provision of the Agreement, you agree to defend, indemnify, and hold harmless each Indemnified Entity from and against any Losses arising out of or relating to(i) a breach by you of any provision of the Agreement, (ii) your use of any Services,including without limitation any Reversals, Chargebacks, Claims, fines,fees, penalties and attorneys' fees; (iii) your, or your employees' or agents', negligence or wilful misconduct; and/or (iv) any and all third-party indemnity obligations which Ziina incurs as a direct or indirect result of any act or omission by you(including indemnification of any Network or card issuer).
29.3 To the fullest extent permitted by applicable law and regulation, you hereby release Ziina from any and all Losses,arising out of a dispute directly or indirectly related to the Platform, the Services or the Agreement between you and any bank or financial institution and/or between you and another User.
29.4 Users agree that, to the fullest extent permitted by applicable law and regulation, in no event will Ziina be liable or otherwise, responsible, to you or to third parties for any Losses that may arise from (i) the failure, interruption or disruption of the Services or any other service to maintain a User's access to the Platform, regardless of whether the service is provided by Ziina or a third-party including a Nominated Bank; (ii) the quality, accuracy, timeliness,reliability, safety, performance of the Platform and/or the Services; (iii) the completeness or delays, breach, omissions, or interruptions in the delivery of any Services; (iv) errors,mistakes, or inaccuracies of any privacy settings, Content Ziina's Content and/or information available on or through the Platform;((v) any unauthorized access to or use of Ziina's servers and/or any and all personal information stored therein,and/or any interruption or cessation of transmission to or from Ziina's servers, and/or any bugs, viruses, Trojan horses, or the like,which may be transmitted to or through the Platform by any third party; (vi) any rejection or invalidation of a transaction by the respective bank or the Bank Card issuer;(vii) any Payments that the User may receive or any failure or delay in the execution of any transactions through the Platform and/or the Services; (viii) any dispute, conflict or disagreement between a User and the Payment Gateway Provider or between a User and his/her bank or any third-party in connection with any Services; (ix) a User's breach of obligations under any relevant financial institution's terms and conditions; or (x) any refund, return, loss of profits, loss of reputation (whether incurred directly or indirectly), damage or otherwise that may occur to a User as a result of the User's use of any Services.
29.5 Notwithstanding anything to the contrary, Users agree that in all cases Ziina shall not be liable to a User for any Losses whatsoever arising out of or relating to the Services and / or the User's use of the Platform, except where an alleged error has been raised in accordance with clause 19, in which case Ziina shall not be liable for an aggregate amount in excess of the alleged error in question. In no event shall Ziina be liable to any User for consequential, special, indirect,incidental,punitive or exemplary damages, costs, expenses, or losses (including without limitation, lost profits and opportunity costs). The provisions of this clause 29.5 shall apply, to the maximum extent permitted by law, regardless of the form of action, damage, claim, liability, cost, expense, or loss, whether in contract, statute, tort or extra-contractual liability or otherwise. In the event that any part of this clause is held to violate any applicable law, then the parties agree that Ziina's liability shall be excluded and / or limited to the maximum extent permitted by that law.
30.1 Governing Law: The Agreement and any access to or use of the Platform and/or the Services are governed by the laws of the United Arab Emirates. Any dispute which may arise between a User and Ziina pertaining to the implementation or interpretation of the Agreement or any part thereof shall be amicably settled, failing which the courts in Dubai shall have the exclusive authority to settle the same.
30.2 Severability: If any part of these Terms and Conditions or any other part of the Agreement is held invalid or unenforceable, that part of the Terms and Conditions or of the Agreement (as applicable) will be construed to reflect the parties'original intent and the remaining portions will remain in full force and effect. Any failure on the part of Ziina to enforce any provision of the Terms and Conditions or any other part of the Agreement will not be considered a waiver of Ziina's right to enforce such provision. Ziina's rights under the Terms and Conditions and any other part of the Agreement will survive any termination of the Terms and Conditions or other part of the Agreement.
30.3 Assignability: Ziina may assign or delegate its rights or obligations under the Agreement, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any of your rights or obligations under the Agreement without Ziina's prior written consent,and any unauthorized assignment and delegation by you shall be considered as null and void.
30.4 Notices to Users: Reports, statements, notices and any other communications may be transmitted by Ziina to Users via the email address provided by them. All communications and notices shall be deemed to be duly served to a User when electrotonically sent by Ziina to the User to the email address provided by the User.
30.5 Notices to Ziina: Reports, statements, notices and any other communications may be transmitted by a User to Ziina at [email protected] communications and notices shall be deemed to be received or served (as applicable) to Ziina when electronically received by Ziina at [email protected].
30.6 Set off and deductions: We may recover any amount due from you in such manner as wesee fit (subject to applicable law), including by way of set off against or deduction from funds held in your name, including in relation to your Ziina Wallet and/or commencing collection efforts against you in relation to that amount.
30.7 Gender Neutral: Wherever used herein and required by the context, the singular number shall include the plural, the plural shall include the singular number, and the use of either gender shall include both genders and the words “hereof" and "herein” and “hereafter” shall refer to the entire Terms and Conditions and not to any provision or section.
You acknowledge that you have read, understood, and accepted to be bound by these Terms and Conditions.
Effective as of 13 March 2024.