Tabashir Buyer Terms and Conditions

RECITALS & INTRODUCTION

This Platform User Terms and Conditions (hereinafter referred to as the “Terms” or “Platform User T\&Cs”) govern the legal relationship between Tabashir Arabia for Trading (“Tabashir,” “we,” “us,” or “our”) and the platform user (“you” or the “Platform User”). These Terms shall be read in conjunction with the Merchant/Buyer Terms and Conditions, which collectively constitute the primary agreement between the parties (the “Parties”).

WHEREAS, Tabashir is engaged in providing value-added services, including facilitating the purchase and sale of goods and services through its proprietary platform and systems;

WHEREAS, the Merchant operates a business offering goods and/or services (hereinafter referred to as “Products”) and seeks to collaborate with Tabashir under the terms and conditions of this Agreement and the Platform User Terms and Conditions (“Platform User T\&Cs”);

WHEREAS, Tabashir agrees to purchase the Products from the Merchant at a pre-agreed discounted rate through immediate or timely cash payment, in exchange for which the Merchant agrees to offer its Products on mutually agreed terms;

WHEREAS, Tabashir intends to resell the Products to its Buyer, who may enter into a trade credit agreement with Tabashir, under terms solely determined by Tabashir;

WHEREAS, Tabashir and the Merchant agree to eventually integrate their respective platforms to ensure seamless communication, transaction processing, and operational efficiency in accordance with the terms of this Agreement;

WHEREAS, the Parties acknowledge that this Agreement comprises two distinct but interrelated components: Commercial Terms, addressing the terms of product purchase, pricing, and resale; and  Technical Component, addressing system integration, data exchange, and platform interoperability requirements,and Schedule A – Service Levels attached to this Agreement that outlines the performance standards, availability targets, response times, and other service-related obligations applicable to Tabashir’s Platform and API.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties, and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. General Provisions for Platform Use

1.1 By accessing the Tabashir Platform, integrating with the Tabashir API, or otherwise utilizing the Tabashir Services, you expressly acknowledge and agree to be bound by these Terms, which apply to your use of Tabashir’s platform (“Tabashir Platform” or “Platform”) and services, including but not limited to the application programming interface (“Tabashir API”) and all related functionalities (“Tabashir Services”).

1.2 Tabashir reserves the right to amend these Terms. Notice of amendments will be provided through your registered contact details or published on the Tabashir Platform at least 30 days before the changes take effect, where feasible. If you object to any amendments, you must notify Tabashir in writing within 10 days of receiving notice. Your continued use of the Tabashir Services after the notice period constitutes acceptance of the amended Terms.

1.3 You are responsible for regularly reviewing these Terms to stay informed about updates or changes. Tabashir encourages you to review these Terms periodically to ensure ongoing compliance. 

1.4         Subject to the terms of this Agreement and the Platform User Terms and Conditions Tabashir hereby grants the Merchant limited, non-transferable, revocable, non-sublicensable, and non-exclusive license to access the Tabashir API and Platform during the Term of this Agreement for the sole purposes of (I) integrating and interoperating with the Merchant Application so as to interface with the Platform through the Tabashir API, and (ii) allowing end users (alternatively use buyers) to purchase Products.

1.5         The Merchant acknowledges and agrees that access to and use of Tabashir’s Platform by the Merchant must meet the terms of Tabashir’s Platform Requirements and Guidelines, as amended by Tabashir from time to time.

1.6         This Agreement includes and incorporates by reference Schedule A (Service Levels), which shall form an integral part of this Agreement.

2.                       Definitions

“Agreement” means the Merchant/Buyer Terms and Conditions signed by and between the Platform User and Tabashir.

“Intellectual Property Rights” means all industrial, copyright and other intellectual property rights comprising or relating, but not limited, to: (i) patents; (ii) trademarks; (iii) Internet domain names, web addresses, web pages, website and URLs; (iv) works of authorship, expressions, designs and industrial design registrations, whether or not copyrightable, copyrights and copyrightable works, software and firmware, application programming interfaces, source code, object code, architecture, files, records, schematics, data, data files, and databases and other specifications and documentation; (v) trade secrets; and (vi) all rights, interests and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether vested, contingent or future and whether registered by any authorized registrar or public authority or unregistered, and including all registrations and applications for, and renewals or extensions of, such rights or forms of protection under the laws of any jurisdiction in any part of the world.

“Metadata” means all ancillary information, usage data, service data, relationships, trends, metrics, logs, Session Information and all other information derived from use of the Tabashir API and Tabashir’s Platform.

“Personal Data” means, in accordance with relevant Privacy Laws, any information relating to an identified or identifiable natural person, who can be identified, directly or indirectly, in particular by reference to such identifier’s name, identification number, location data, online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. In connection with this Agreement, Personal Data includes, but is not limited to, Financial Account Data and Personalized Security Credentials.

“Platform Requirements and Guidelines” means the set of technical, operational, legal, and compliance requirements established by Tabashir, which the Platform User must adhere to for onboarding, accessing, and using the Tabashir Platform. These include, without limitation:

a)       Submission of accurate, complete, and up-to-date documentation and information as required by Tabashir;

b)      Adherence to Tabashir’s compliance policies, procedures, and standards, including anti-fraud, data protection, and cybersecurity requirements;

c)       Technical specifications and integration standards necessary for ensuring compatibility and functionality with the Tabashir Platform;

d)      Operational and procedural guidelines governing the Platform User’s activities on the Platform, including transaction management and settlement processes;

e)      Any updates, amendments, or additional requirements communicated to the Platform User by Tabashir in writing, which may be necessary to comply with Applicable Laws, maintain security standards, or address regulatory obligations.

The Platform Requirements and Guidelines may be amended from time to time at Tabashir’s sole discretion, with notice to the Platform User provided in accordance with the terms of this Agreement.

“Tabashir API” shall also mean Tabashir’s proprietary Platform which provides the technical implementation of the access to account, payment initiation, global data aggregation and data enrichment functionalities. The Tabashir API includes collection and any and all materials, documentation, articles, guidelines, application programming interface (API) reference, SDKs, implementation examples, test suites, instructions, technical publications, specifications, technical guides and release notes provided and/or made available by Tabashir to Platform User in connection with the provision of Tabashir’s Services.

“Tabashir API Data” means any data and/or information delivered or made available via the Tabashir API.

“Tabashir’s Technology” means any and all of Tabashir’s technology, including but not limited to all software tools, hardware designs, algorithms, user interface designs, architecture, source code, object code, class libraries, databases, specifications, objects and documentation (both printed and electronic), design, structure, know-how, business methods, network configuration and related Intellectual Property Rights, whether owned or licensed to Tabashir from a third-party licensor.

“SDKs” means the software development kits for different platforms made available by Tabashir to Platform User as part of the Tabashir API and which facilitates the integration of the Platform User Application with the Tabashir API.

“Security Breach” means a singular event or a series of linked events that result in unauthorized access of data, applications, software, services, networks and/or devices employed by either Party in connection with this Agreement by bypassing their underlying security mechanisms, and which have or will likely have an adverse impact on the integrity, availability, confidentiality, authenticity and/or continuity of such data, applications, software, services, networks and/or devices. A Security Breach may lead to a Personal Data Breach.

Commercial Terms

1.           THE TERMS

1.1 These Terms and Conditions (the “Terms”) govern the relationship between Tabashir Arabia for Trading, a company registered in the Kingdom of Saudi Arabia ("Tabashir", "we", "us", or "our") and the Buyer ("you" or "Buyer") regarding the resale and trade credit facilitation service (the “Tabashir Services”). By creating a Tabashir account or using Tabashir Services, you agree to be bound by these Terms and the Platform User Terms and Conditions.
1.2 The Buyer may receive a discount on the purchase price ("Discounted Price") if all installment payments are made on time. Late payments result in the application of the full purchase price ("Full Price").
1.3 Tabashir reserves the right to amend these Terms with at least 30 days' notice. Continued use after the notice period constitutes acceptance.
1.4 You are responsible for regularly reviewing the Terms for updates.

2.           TABASHIR SERVICES

2.1 Tabashir facilitates the resale of Products to Buyers under a Deferred Payment Plan.
2.2 Buyers must pay in installments as per the Deferred Payment Plan directly to Tabashir.
2.3 Discounted Price applies if payments are timely; otherwise, Full Price applies.
2.4 The Amount Payable will be either the Discounted Price or Full Price based on your payment history.
2.5 Approval to use Tabashir Services is subject to credit and eligibility assessments.
2.6 Product quality/disputes are the responsibility of the Merchant.

3.           ELIGIBILITY CRITERIA

3.1 You must:
• Be a resident of Saudi Arabia.
• Be a corporate entity operating for at least one year.
• Provide valid contact and financial information.
• Have the ability to fulfill payment obligations.
3.2 Tabashir may conduct credit and identity checks.
3.3 Promotional offers may be provided under separate terms.

4.           REGISTRATION AND ACCOUNT MAINTENANCE

4.1 You must create a Tabashir Account with accurate and updated information.
4.2 Misrepresentation may lead to account suspension.
4.3 Keep all account details current.
4.4 You are responsible for your account credentials.
4.5 Tabashir is not liable for unauthorized use.
4.6 You acknowledge the obligation to repay the purchase price in installments.
4.7 Tabashir may obtain credit data and retain transaction history for compliance and risk assessment.
4.8 Credit history may be shared with authorities or credit bureaus.
4.9 Account data may be retained post-termination as required by law.

5.           PAYMENTS

5.1 Payments must be made on time as per the plan.
5.2 Acceptable payment methods include debit/credit cards.
5.3 Multiple payment methods may be required.
5.4 You must update expired or invalid payment methods.
5.5 Payment method updates must be made 3 business days prior to due dates.
5.6 Insufficient funds or invalid cards may result in fees and Full Price application.
5.7 Early or full repayment is allowed without penalty.
5.8 Chargebacks on valid payments are not allowed.
5.9 Payments are not complete until cleared.
5.10 Late fees may apply.
5.11 Debt recovery actions may be undertaken.
5.12 Recovery costs may be added where allowed by law.

6.           REFUNDS AND DISPUTES

6.1 Refunds are subject to the Merchant’s policies.
6.2 If approved, full or partial refunds will be applied accordingly.
6.3 Refunds processed after Merchant confirmation.
6.4 Buyer must resolve disputes with the Merchant.
6.5 Tabashir is not liable for Merchant-related issues.
6.6 No warranties or guarantees by Tabashir on Products.
6.7 Claims must be directed to the Merchant.
6.8 Deferred Payment obligations remain enforceable during disputes.
6.9 Non-refundable items may apply.
6.10 Buyers must keep records related to refunds or disputes.

7.           ACCOUNT SUSPENSION AND TERMINATION

7.1 Grounds include non-compliance, default, fraud, or misinformation.
7.2 Upon suspension, all amounts become due, including Full Price and penalties.
7.3 Tabashir may refer cases to debt collectors or legal action.
7.4 Notice will be given with reasons and remedies.
7.5 Severe cases may result in immediate termination.
7.6 Payments remain due even if account access is suspended.
7.7 Reinstatement may be offered upon resolution.
7.8 Tabashir may retain data as required.

8.           TERM AND TERMINATION

8.1 These Terms are valid during your use of the Services.
8.2 They remain in effect unless terminated per clause.
8.3 Tabashir may suspend or terminate services at its discretion.
8.4 You must settle any outstanding amounts within 10 days of termination.
8.5 Termination hereunder does not affect other related agreements.
8.6 Merchant agreements remain separate and valid.
8.7 Data retention applies per privacy laws.

9.           PRIVACY AND DATA PROTECTION

9.1 Tabashir complies with Saudi Arabia’s Personal Data Protection Law.
9.2 Data collected may include company, contact, and payment information.
9.3 Data is used for identity checks, payments, notifications, and compliance.
9.4 Data may be shared with credit bureaus, regulators, and service providers.
9.5 You may request corrections or information per the Privacy Policy.

10.         LIMITATION OF LIABILITY

10.1 Tabashir provides services "as is" without warranties.
10.2 Not liable for technical issues, product defects, or losses from non-payment.
10.3 Aggregate liability is limited to fees paid to Tabashir.
10.4 No liability for indirect or consequential damages.
10.5 Tabashir is not the manufacturer or guarantor of Products.
10.6 Not liable for force majeure events.
10.7 Not liable for transaction interruptions or platform inaccessibility.
10.8 Full Price applies if Buyer misses payments.
10.9 Buyer shall indemnify Tabashir for misuse or breach.
10.10 Excludes special and indirect damages.
10.11 Liability exclusions do not apply to fraud or death caused by negligence.
10.12 Buyer uses the platform at their own risk.
10.13 Liability capped to total fees paid.
10.14 Rights not granted here are excluded by law.

11.          GOVERNING LAW AND DISPUTE RESOLUTION

11.1 These Terms are governed by the laws of Saudi Arabia.
11.2 Disputes will be resolved exclusively in the courts of Riyadh.

12.         MISCELLANEOUS

12.1 If any provision is invalid, others remain in force.
12.2 No waiver unless in writing.
12.3 These Terms supersede all prior terms.
12.4 Notices shall be sent via listed emails.
12.5 Amendments only in signed writing.
12.6 Severability applies by jurisdiction.
12.7 These Terms bind successors and assigns.
12.8 Buyer Commercial Terms form part of this Agreement.
12.9 Counterparts are valid collectively.

Technical Terms

1.         PLATFORM AND TABASHIR API LICENSE GRANT

1.1    Subject to these Terms and to the terms of the Agreement, Tabashir hereby grants Platform User a limited, non-transferable, revocable, non-sublicensable, and non-exclusive license to access the Tabashir API and Platform during the Term of the Agreement for the sole purposes of (i) integrating and interoperating with the Platform User Application so as to interface with the Platform through the Tabashir API, and (ii) allowing any a natural or legal person who is a customer/end-user of Platform User (“End Users”) to purchase goods and/or services (“Products”). Except for the rights expressly granted to Platform User hereunder, Tabashir reserves all other rights, title and interest in and to the Platform and Tabashir API, and all underlying Tabashir’s Technology, used to provide Tabashir’s Services to Platform User. Platform User acknowledges that only Tabashir shall have the right to maintain, enhance or otherwise modify the Platform, Tabashir API and Tabashir’s Technology, including any and all underlying Tabashir’s Technology, unless specific permission is granted by Tabashir to Platform User.

1.2    Platform User shall use the Platform and Tabashir API solely as provided under these Platform User T&Cs and the Agreement. As such, Platform User shall not (and shall not allow any third party, including, without limitation, End Users), either directly or indirectly:

(i)                  access, use, authorize, or permit any third party (including, without limitation, End Users) to access or use the Platform, Tabashir API, or any of Tabashir’s Technology except as expressly permitted under these Platform User T&Cs, nor distribute, provide access to, or otherwise transfer the Tabashir API, any of Tabashir’s Technology, or any copies thereof, to any third party.

(ii)                translate, reverse engineer, decompile, disassemble, or otherwise attempt to discover, derive or alter the source code, object code, underlying structure, algorithms, content, Metadata, or data schemata of the Platform, Tabashir API, and any Tabashir’s Technology;

(iii)               modify, translate, or create derivative works based on the Platform, Tabashir API, or any of Tabashir’s Technology without Tabashir’s prior written consent, nor copy, sublicense, or permit any third party to copy or sublicense any part of the Platform, Tabashir API, or any of Tabashir’s Technologyy;

(iv)               sell, assign, lease, pledge, or otherwise transfer the Platform, Tabashir API, or any Tabashir’s Technology, nor use or permit their use for any illegal, unauthorized, or improper purpose, or in violation of laws, regulations, or third-party rights;

(v)                 access or use the Platform or Tabashir API, in any manner that impacts the stability of Tabashir’s servers, networks, data or other applications, and the integrity of any of Tabashir’s data, servers or networks;

(vi)               remove any legal, copyright, trademark or other proprietary rights notices contained in or on materials the Platform User receives or accesses pursuant to this Platform User T&Cs or the Agreement, including but not limited to, the Platform, Tabashir API, and Tabashir’s Technology;

(vii)             use the Tabashir API in a manner that, as determined by Tabashir in its sole discretion, violate usage limits, exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of the Platform and/or Tabashir API;

(viii)           use the Tabashir API in an application that competes with products or services offered by Tabashir;

(ix)               copy adapt, reformat, reverse-engineer, disassemble, decompile, download, translate or otherwise modify the Tabashir APIs, Tabashir’s Website, other content or services, or any of Tabashir’s other services, through automated or other means;

(x)                 use the Platform, Tabashir API, or any of Tabashir’s Technology to market, analyze, or disclose metrics about them, nor engage in systematic or automated data collection activities such as scraping, mining, extraction, harvesting, or similar activities without Tabashir’s prior written consent.;

(xi)               use the Platform and Tabashir API to transmit or send unsolicited commercial and marketing communications for any purpose, without Tabashir’s prior written consent;

(xii)             otherwise use the Platform and Tabashir API in any manner and/or for any purpose not expressly permitted under this Platform User T&Cs or the Agreement.

1.3    Tabashir shall own all rights, title, and interest in and to the Platform, Tabashir API, and Tabashir’s Technology and all inventions, works of authorship, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, in relation to the Tabashir API. Subject to the foregoing, Platform User shall own all rights, title and interests in and to the Platform User Application. Except to the limited extent expressly provided under this Platform User T&Cs or the Agreement, neither Party grants, and the other Party shall not acquire, any right, title or interest (including, without limitation, any implied license) in or to any property of the other Party. All rights not expressly granted herein are deemed withheld/reserved. Platform User hereby agrees to make all assignments necessary for Tabashir to accomplish the foregoing ownership.

1.4         Tabashir may, at its sole discretion, release updated versions of the Platform and/or Tabashir API and, upon written notice, require the Platform User to adopt the latest version, acknowledging that such updates may impact the Platform User Application's operability and necessitate modifications for compatibility, the costs of which shall be solely borne by the Platform User; furthermore, Tabashir reserves the right to perform maintenance, alter access methods, or suspend the Platform User's use of the Platform and/or Tabashir API, temporarily or permanently, with prior notice where feasible, without liability for any resulting costs or damages to the Platform User, whose sole remedy in the event of unacceptable modifications is to terminate the Agreement in accordance with its terms, with continued use constituting binding acceptance of any changes.

2.                        ACCESS TO AND USE OF THE TABASHIR API

2.1    . The Platform User acknowledges and agrees that access to and use of Tabashir’s Platform and Tabashir API must comply with Tabashir’s Platform Requirements and Guidelines, as amended by Tabashir from time to time. Tabashir reserves the right to change the Platform Requirements, Guidelines, or API access limits and restrictions, including but not limited to the number and frequency of access requests and data volumes, to ensure compliance with this Agreement or the Platform User T&Cs, enhance security and integrity, or meet regulatory or legal requirements. Tabashir shall provide the Platform User with thirty (30) calendar days’ advance written notice of such changes where reasonably practicable. If advance notice is not feasible due to circumstances beyond Tabashir’s reasonable control, such as regulatory or security requirements, notice will be provided as soon as reasonably practicable

2.2         The Platform User shall register on Tabashir’s Platform in accordance with the terms of the Agreement and this Platform User T&Cs and the Platform Requirements and Guidelines.

2.3    Tabashir:

i.            Reserve the right to reject or delay onboarding if the Platform User fails to meet the onboarding criteria.

ii.            Is not be liable for delays or failures caused by the Platform User’s systems, staff, or third-party vendors.

iii.            Disclaim liability for transaction failures caused by:

·       The Platform User’s non-compliance with Platform Requirements and Guidelines;

·       Technical issues or infrastructure problems outside Tabashir’s control; or

·       Force majeure events or other external factors beyond Tabashir’s reasonable influence.

iv.            If a settlement transaction is declined due to errors in the Platform User’s payment information, Tabashir reserves the right to impose an administrative fee for reprocessing the settlement.

2.4         Tabashir shall perform the services described in the Agreement with due care, skill, and diligence in accordance with commercially reasonable standards.

2.5         Tabashir makes no representations or warranties regarding uninterrupted or error-free operation of the Platform.

2.6         Tabashir shall not be liable for any direct, indirect, incidental, or consequential damages arising from service interruptions, errors, or operational failures, except where caused by Tabashir’s gross negligence or willful misconduct.

2.7         The Platform User shall:

a)       Provide all required documentation and information necessary for onboarding in a timely manner and ensure compliance with the Platform Requirements and Guidelines.

b)      Ensure that its business operations, systems, and practices comply with all applicable laws, regulations, and Tabashir’s internal policies.

c)       Notify Tabashir in writing of any material changes to its business operations, ownership structure, or other relevant factors that may affect the Platform User’s relationship with Tabashir.

d)      Take full responsibility for maintaining the security and confidentiality of any access credentials or authorizations provided by Tabashir for Platform use.

e)      Platform User shall be solely liable for any liability arising from: (a) any development, use, support, distribution of and access to the Platform User Application, and (b) Platform User’s processing of any Personal Data acquired or accessed through Tabashir’s Platform;

f)        Platform User shall be solely responsible for any liability arising from Platform User’s provision of access to End Users via the Platform User Application;

g)       Platform User shall comply with all the relevant local, statutory, national and international laws, statutes or directives, and regulations of governing bodies or agencies in countries in which Platform User operates or markets or disseminates the Platform User Application into, as well as the territories from which Platform User acquires Personal Data, including, without limitation, all applicable Privacy Laws;

h)      the Platform User Application shall not be used by Platform User and/or End Users to perpetrate any felony, fraud or other illegal action;

i)        Platform User will not include any material in the Platform User Application that would suggest that the Platform User Application is Tabashir’s or has been reviewed or endorsed by Tabashir; and

j)        Platform User will only make use of Tabashir’s name, symbol or trademarks in accordance with the terms of this Platform User T&Cs or the Agreement.

2.8         Open Source. Platform User acknowledges that certain software packages, archives, or parts of the Tabashir API may include open-source components as authorized under an open-source software license (“Open-Source Components”). As such, Platform User understands that Platform User’s use, replication and/or distribution of any such Open-Source Components are exclusively dictated by the terms of the applicable open-source software authorization and not this Platform User T&Cs or the Agreement. Tabashir has not incorporated or otherwise used any Open Source Components, in whole or in part, in the Tabashir API in any manner that requires such Open Source Components be: (i) disclosed or distributed in source code form, (ii) licensed for the purposes of making derivative work(s), (iii) redistributable at no or minimal charge, or (iv) that otherwise imposes any limitation, restriction or condition on the right or ability of Tabashir to make use of or distribute the Tabashir API.

2.9    Metadata. Platform User acknowledges and agrees that Tabashir retains ownership of all Metadata. Tabashir shall at all times ensure that Tabashir does not use the Metadata which is capable of identifying Platform User and/or an individual End User for any purpose other than the provision of Tabashir’s Platform and related internal (i.e., support, management, and audit) and regulatory compliance. For the avoidance of doubt, nothing in this Platform User T&Cs or the Agreement, including this Section, shall restrict Tabashir from using any Metadata in anonymized and aggregated form both during and after the Term of this Platform User T&Cs or the Agreement for any purpose. To the extent Tabashir decides in its sole discretion to make Metadata or any portion thereof available to Platform User, Platform User may only use such Metadata internally to improve Platform User’s services, provide technical assistance and for troubleshooting purposes.

3        TECHNOLOGY INTEGRATION

3.1         Integration Obligations of the Platform User: The Platform User agrees to undertake all necessary steps to facilitate the successful integration of its systems with the Tabashir Platform, including but not limited to:

a)       Ensuring its systems, infrastructure, and processes meet the technical specifications and compatibility requirements outlined in the Platform Requirements and Guidelines.

b)      Assigning competent personnel and resources to manage and oversee the integration process in coordination with Tabashir’s technical team.

c)       Providing all required documentation, system access, and technical support to Tabashir within the timelines specified by Tabashir to avoid delays in the integration process.

d)      Promptly addressing and resolving any technical deficiencies, compatibility issues, or non-compliance identified by Tabashir during the integration process.

e)      Ensuring that any third-party systems, vendors, or service providers involved in the integration process comply with Tabashir’s technical and security requirements. The Platform User shall remain solely responsible for any delays or issues caused by such third parties.

3.2    Integration Support by Tabashir: Tabashir shall provide reasonable support to the Platform User during the integration process, limited to:

a)       Offering technical specifications, documentation, and guidelines necessary to enable the integration of the Platform User’s systems with the Platform.

b)      Providing reasonable efforts to address integration-related queries or technical challenges raised by the Platform User.

c)       Collaborating with the Platform User to conduct necessary tests and validations to confirm successful integration.

d)      Tabashir’s support shall be limited to its proprietary systems and infrastructure. Tabashir shall not be responsible for resolving issues related to the Platform User’s internal systems or third-party dependencies. Tabashir shall not be liable for any losses, damages, or liabilities incurred by the Platform User arising from the integration process.

e)      The integration services provided by Tabashir are offered on an “as-is” basis, and the Platform User assumes all risks associated with the integration process.

3.3    Integration Timeline:

a)       The Platform User acknowledges that the integration process must be completed within the timeline agreed upon by the Parties. Any delays caused by the Platform User, including failure to provide required information, cooperation, or resources, may result in suspension of the integration process, at Tabashir’s discretion.

b)      Tabashir reserves the right to modify the integration timeline due to unforeseen circumstances, such as regulatory changes, technical constraints, or other factors outside its control.

3.4    Integration Costs

a)       All costs associated with the integration process, including but not limited to software development, system upgrades, hardware procurement, licenses, and third-party services, shall be solely borne by the Platform User. Such costs are incurred for the Platform User's own operational purposes and shall not directly or indirectly benefit Tabashir.

b)      Tabashir shall not be liable to reimburse or indemnify the Platform User for any integration-related expenses, regardless of the outcome of the integration, as these expenses are entirely for the Platform User's own use and benefit.

c)       Any additional costs arising from delays, rework, or non-compliance on the part of the Platform User shall be borne exclusively by the Platform User.

3.5    Post Integration

a)       The Platform User shall ensure the ongoing compatibility of its systems with the Tabashir Platform and comply with any updates, modifications, or new requirements communicated by Tabashir.

b)      The Platform User shall be solely responsible for implementing any changes or adjustments to its systems to maintain integration integrity and operational compatibility with the Platform.

c)       Tabashir reserves the right to impose additional technical or security requirements post-integration to address evolving risks or compliance obligations, which the Platform User must promptly implement.

3.6    Security and Data Protection

a)       The Platform User shall ensure that its systems and processes adhere to Tabashir’s data security and protection standards, as outlined in the Platform Requirements and Guidelines.

b)      The Platform User agrees to implement industry-standard security measures, including but not limited to encryption, access controls, and secure storage of any credentials or data shared during the integration process.

c)       Tabashir shall not be liable for any data breaches, unauthorized access, or security incidents arising from the Platform User’s systems or third-party dependencies.

3.7    Tabashir makes no representations or warranties, express or implied, regarding the compatibility of the Platform User’s systems with the Platform or the success of the integration process.

3.8    Integration Testing and Acceptance

a)       Upon completion of the integration process, the Parties shall conduct joint testing to verify the successful integration of the Platform User’s systems with the Tabashir Platform.

b)      The Platform User shall confirm acceptance of the integration in writing within five (5) business days of successful testing. If no such confirmation is received within this period, the integration shall be deemed accepted.

c)       Any issues identified during the testing process shall be resolved promptly, with the Platform User bearing responsibility for any deficiencies arising from its systems.

 

4        RIGHTS & OBLIGATIONS OF THE PARTIES

4.1         Platform User’s Obligations. Platform User shall:

a)       procure and maintain during the Term all applicable licenses, permits, registrations or authorizations issued by the relevant competent authority or regulatory body in Platform User’s jurisdiction required to provide Access to End User’s Account Information and notify Tabashir promptly as soon as Platform User becomes aware of, or is informed about, any changes relating to the status of such licenses, permits, registrations or authorizations, as applicable, including, without limitation, expiration or revocation thereof; and

b)      be solely responsible for complying with its obligations as a Processor or Controller under the applicable Privacy Laws with respect to the retention, deletion and, if applicable, further processing of any Personal Data acquired or made available in connection with Tabashir’s Platform provided under this Agreement.

4.2         Platform User shall be solely liable for any and all actions of Platform User’s authorized users who were given access, by Platform User, to the Tabashir API.

4.3         Platform User is solely responsible for providing all support and technical assistance to its End Users with respect to Tabashir’s Platform. Platform User acknowledges and agrees that Tabashir has no obligation to provide support or technical assistance directly to End Users in connection with Tabashir’s Platform and Platform User shall not represent to any such End Users that Tabashir is available to provide such support. Platform User agrees to use commercially reasonable efforts to provide support to End Users relating to Tabashir’s Platform.

4.4         Tabashir’s Obligations. Subject to the terms and conditions of this Agreement, Tabashir:

a)        agrees to provide Platform User with access to the Platform and Tabashir API in accordance with the terms and conditions of this Agreement, and

b)      will use Tabashir’s reasonable endeavors to prevent interruption to Platform User’s access to the Tabashir API as is reasonably practicable for Tabashir to do so. Tabashir reserves the right to deny Platform User with access to the Platform, Tabashir API at any time if Tabashir deems, in its sole discretion, that such denial is necessary in order to ensure Platform User’s compliance with this Agreement or to protect Tabashir’s rights, property, and interests.

4.5         Tabashir may, at Tabashir’s sole expense, monitor or audit all activities relating to the Platform User Application at any time, with or without notice to Platform User. Platform User shall not block or otherwise interfere with such monitoring or audit. Platform User’s failure to reasonably comply with Tabashir’s efforts to monitor or audit any of Platform User’s activities under this Agreement, shall constitute a material breach and be grounds for Tabashir to terminate this Agreement.

4.6         Platform User acknowledges and agrees that Tabashir shall not be responsible for any failure, loss, destruction, corruption, modification or deletion of any data resulting from any third-party product(s) that Platform User uses/accesses with the Platform User Application.

Platform User acknowledges and agrees that regardless of the manner in which the Platform User Application and services/products may be offered to End Users, Tabashir merely acts as an intermediary platform between Platform User, the End User and Financial Institution, and Tabashir shall not in any way be responsible with respect to any decisions, actions, communications, interaction or business transactions/dealings between Platform User and such End User and Financial Institution.

4.7    Suspension of Services: Tabashir reserves the right to deny registration, suspend or terminate the Platform User’s access to the Platform and/or Tabashir API, withhold settlements, or terminate the integration process or this Agreement, without liability, if:

a)       the Platform User fails to comply with the Platform Requirements and Guidelines, this Agreement, or the Platform User T&Cs;

b)      the Platform User engages in activities that harm or risk harm to Tabashir’s business, reputation, security, or compliance obligations;

c)       the Platform User causes material delays, disruptions, or technical infeasibility during the integration process;

d)      the Platform User fails to cooperate with Tabashir in investigating, preventing, or resolving fraud, disputes, chargebacks, or other related matters;

e)      the Platform User fails to respond to disputes or customer service cases within ten (10) business days or experiences recurring disputes, fraud, or customer service issues, including delays exceeding fifteen (15) business days in fulfilling customer orders or services;

f)        the Platform User lacks or fails to publish and implement a compliant return and exchange policy;

g)       the Platform User exhibits delinquency, default, or complaint rates significantly higher than other Platform Users using Tabashir’s services;

h)      the Platform User ceases to offer products or services integrated with the Tabashir Platform or fails to process orders for thirty (30) consecutive days without explanation; or

i)        Tabashir reasonably determines that the Platform User or its authorized users are engaging in fraudulent, illegal, or otherwise improper activities. Tabashir shall provide prior notice where feasible and shall bear no liability for any losses or damages resulting from such actions, except in cases of gross negligence or willful misconduct. Continued access to the Platform following any modification or action under this clause shall constitute the Platform User’s irrevocable acceptance of such modification or action. Tabashir reserves the right to suspend services and/or terminate this Agreement by providing the Platform User with no less than two (2) business days’ prior written notice in the event that any of the following circumstances occur:

4.8         Tabashir shall not be liable for any losses or damages incurred by the Platform User as a result of the suspension or termination of services under this Section, except where such suspension or termination was due to Tabashir’s gross negligence or willful misconduct.

5        AVAILABILITY AND SECURITY OF THE TABASHIR API

5.1         Temporary Suspension: In the event of degradation or instability of the Tabashir API, an emergency, Force Majeure, or exposure of a critical security vulnerability, or if the Tabashir API is subject to attacks or technical failures beyond the reasonable control of Tabashir, whether as a result of the conduct of Platform User, third parties, or otherwise, Tabashir may in its sole discretion temporarily suspend Platform User’s access to the Tabashir API and Tabashir’s Platform by providing advance written notice to Platform User whenever feasible. Tabashir shall have no responsibility or liability to Platform User for any liabilities, losses, lost profits, potential lost business opportunities or damages that might arise in relation to Tabashir’s suspension of access to the Tabashir API and Tabashir’s Platform pursuant to this Section.

5.2         Denial of Access to End User: Tabashir may in its sole discretion end or temporarily deny access to the Platform to any End User at any given time without liability, including, without limitation, upon fraudulent End User’s behavior or other illegal actions attributable to End User. Tabashir shall have no responsibility or liability to Platform User for any liabilities, losses, lost profits, potential lost business opportunities or damages that might arise in relation to Tabashir’s denial of access to any End User under this Section.

5.3         Cooperation: Platform User shall promptly correct any errors, bugs or faults in the Platform User Application, detected by Platform User or Tabashir, that cause the Platform User Application to incorrectly access the Tabashir API and/or Tabashir’s Platform, and notify Tabashir upon completion of the corrective actions.

5.4         Performance: Tabashir’s Platform depend on Internet availability, including networks, cabling facilities and equipment that are not in Tabashir’s control. Accordingly:

a)       notwithstanding anything contrary in the Platform User T&Cs or the Agreement and without limiting any other provision of this Platform User T&Cs or the Agreement, any representation made by Tabashir regarding access, performance, speed, reliability, availability, use or consistency of the Tabashir API and Tabashir’s Platform is based on a commercially reasonable effort basis; and

b)      no guarantee is given in respect of any minimum service level regarding such access, performance, speed, reliability, availability, use or consistency of the Tabashir API and Tabashir’s Platform in respect of Internet availability, including networks, cabling facilities and equipment that are not in Tabashir’s control, but Tabashir agrees it will use commercially reasonable efforts to restore such availability where it is within its power to do so.

5.5         Notification of Security Breach: Each Party must notify the other Party promptly of any: (i) Security Breach of the Platform User Application (in the case of Platform User), Tabashir API (in the case of Tabashir) or any system, software or network employed by either Party in connection with Tabashir’s Platform, or (ii) Personal Data Breach within the Platform User Application (in the case of Platform User), Tabashir API (in the case of Tabashir) or any system, software or network employed by either Party in connection with Tabashir’s Platform, in order to allow the other Party to take the required remediation actions and apply preventive measures with respect to its system, software or networks and, if applicable, to meet the Personal Data Breach and/or Security Breach reporting requirements as set forth under Applicable Laws. Such notification shall include a description of the breach and, if applicable, identification information of each End User whose Personal Data has been, or the Party reasonably believes to have been, unlawfully accessed, acquired, altered, deleted or disclosed during such breach.

6        CONFIDENTIAL INFORMATION

6.1         Confidential Information” shall mean (a) with respect to Platform User, the Platform User Application; (b) with respect to Tabashir, the Platform, Tabashir API; and (c) any know-how, trade secrets, information, data, materials or other confidential and/or proprietary information disclosed by one Party to the other under this Platform User T&Cs or the Agreement that is either conspicuously marked or otherwise identified as ‘Confidential’ or ‘Proprietary’ at the time of disclosure; or should reasonably be understood by the receiving Party to be confidential based upon the nature of the information disclosed or the circumstances of the disclosure. Confidential Information includes any:

a)       business records and plans, user or Platform User feedback, and online accounts;

b)      form of scientific, technical or data information, website identification, passwords, technical and business information relating to disclosing Party’s proprietary ideas, software, business or otherwise;

c)       concepts, reports, data, knowledge, works in progress, information, trade secrets, trademarks, patentable ideas, copyrights, existing and/or contemplated products and services, development tools, specifications, software, maps, drawings, source code, object codes, flow charts, databases, inventions, website content, designs, logos, brochures, images, schematics, research and development;

d)      form of financial information, production, costs, profit and margin information, finances and financial projections, list or information about users, vendors, suppliers, business partners, business associates, Platform Users or customers, marketing information, sales leads, strategic alliances, partners, and current or future business plans and models; and

e)      personal identifiable information including but not limited to the name, contact details, address, date of birth, personal preferences, etc. related to any Platform Users, employees, contractors, users or any other person whosoever.

6.2         The Parties acknowledge and agree that each Party will have access to certain trade-secrets and other non-public Confidential Information of the other during and in connection with the performance of its obligations hereunder, and hereby agrees not to disclose any Confidential Information to any third party and not to use any such Confidential Information for any purpose other than as strictly required for the purpose of performing its obligations under this Platform User T&Cs or the Agreement. All such Confidential Information is and shall remain the exclusive property of the disclosing Party and no license shall be granted or implied with respect to such Confidential Information by reason of the other Party’s access to such Confidential Information. Each Party agrees to protect the Confidential Information of the other with the same standard of care and procedures used by such Party to protect its own Confidential Information of similar importance while at all times using the same standard of care.

6.3         Each Party shall take such sufficient precautions to enable such Party to comply with all the terms hereof and to ensure similar compliance thereof by each of their respective employees, contractors, agents, and personnel. Furthermore, each Party shall bind the Party’s respective employees, contractors, agents, and personnel to ensure and maintain complete and effective secrecy and confidentiality regarding any and all information whatsoever pertaining to the other Party and which comes to such Party’s knowledge in the course of performing its obligations under this Platform User T&Cs or the Agreement.

6.4         Use and Compelled Disclosure of Confidential Information. A Party may use Confidential Information of the other Party: (i) to the extent reasonably necessary to exercise its rights and perform its obligations under this Platform User T&Cs or the Agreement. Either Party may disclose the existence of this Platform User T&Cs or the Agreement for the purposes of financing, audits, or internal processes. In the event that a Party receives a subpoena or other validly issued administrative or judicial notice requesting the disclosure of the other Party’s Confidential Information, they, to the extent legally permissible, promptly notify the other Party and, if requested, tender to the other Party the defense of the subpoena or notice. If requested by the disclosing Party, the receiving Party will cooperate (at the expense of the requesting/disclosing Party) in opposing the subpoena or notice. Unless the subpoena or notice is timely limited, quashed or extended, the receiving Party will then be entitled to comply with the request to the extent permitted by Law.

6.5         Exclusions. Confidential Information shall not include information that was: (i) previously known to the receiving Party without an obligation not to disclose such information; (ii) independently developed by or for the receiving Party without use of the other Party’s Confidential Information; (iii) acquired by the receiving Party from a third-party which was not, to the receiving Party’s knowledge, under an obligation not to disclose such information; or (iv) is or becomes publicly available through no fault of the disclosing Party.

6.6         Each Party acknowledges that monetary damages may not be a sufficient remedy for unauthorized disclosure by such Party of any Confidential Information of the other Party and that such other Party shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.

6.7         The Parties’ obligations arising under this Section 8 (Confidentiality) shall (i) survive the termination or expiration of the Agreement and remain indefinitely in force after the termination or expiration of the Agreement.

6.8         Return of Confidential Information. At the expiration or termination of the Agreement, or at the disclosing Party's request, the receiving Party shall surrender to the disclosing Party (or confirm the destruction or non-recoverable data erasure of computerized data) all embodiments of any Confidential Information, together with any memoranda, notes, files, records, drawings, manuals and other documents or materials, together with all any copies in any medium. At the request of the disclosing Party, the receiving Party shall certify in writing that all of the materials have been surrendered to the disclosing Party or destroyed as required above. Notwithstanding the foregoing, the receiving Party may retain a copy that is: (i) retained in the receiving Party's computer backup system as part of the normal operation of the system and is not readily accessible to users of receiving Party's computer systems; or (ii) is required to be retained in order to comply with applicable document retention or other similar laws, regulations or policies; provided, in each case, that the receiving Party continues to safeguard the confidentiality of each such copy.

7        PERSONAL DATA

7.1         Each Party agrees to implement a privacy policy that provides its obligations as both a Controller and a Processor in relation to the security and privacy practices of such Party, the purposes of Personal Data processing, data deletion and retention practices, and the protection of End Users' Personal Data. Each Party shall be responsible for ensuring compliance with applicable Privacy Laws when acting as a Controller and for processing Personal Data in accordance with the documented instructions of the other Party when acting as a Processor. Liability arising from such Party’s processing (including, without limitation, access, use, or storage) of Personal Data shall be determined by its role as a Controller or Processor in connection with Tabashir’s Platform.

7.2         When acting as the Processor, each Party shall: a) Process Personal Data only on the documented and lawful instructions of the other Party acting as the Controller; b) Not collect or process more Personal Data than is necessary for the purposes of fulfilling its obligations under this Agreement; c) Not use or process Personal Data for any purpose other than for the purposes explicitly authorized under this Agreement; d) Ensure that all personnel authorized to process Personal Data have committed to confidentiality or are under a statutory obligation of confidentiality; e) Promptly report any Personal Data Breach to the other Party, in time to allow the Controller Party to meet the deadlines set out in Applicable Laws, and provide reasonable assistance for investigating and reporting such breaches; and f) Assist the Controller in responding to requests from End Users to exercise their rights under Applicable Privacy Laws, such as access, rectification, or deletion of their Personal Data. When acting as the Controller, each Party shall: a) Determine the purposes and means of processing Personal Data in compliance with Applicable Privacy Laws; b) Obtain and document the requisite consent from End Users for the processing and use of their Personal Data; c) Ensure that all processing activities are lawful, fair, and transparent; d) Implement appropriate technical and organizational measures to safeguard Personal Data from unlawful or unauthorized processing; and e) Retain Personal Data only for as long as necessary for the purposes for which it was collected or as required by Applicable Laws.

7.3         If both Parties act as joint Controllers for specific processing activities, they shall: a) Cooperate in determining the respective roles and responsibilities under Applicable Privacy Laws; b) Ensure clear communication with End Users regarding the scope and purpose of joint processing activities; and c) Provide mechanisms for handling data subject requests related to joint processing in a transparent and efficient manner.

7.4         Tabashir and Platform User agree to retain Personal Data only for the periods necessary to fulfill their respective obligations under this Agreement or as required by Applicable Laws. Any retention periods for specific types of Personal Data shall be consistent with each Party's role as a Controller or Processor and aligned with internal retention policies.

7.5         The Parties agree that, when acting as Processors, any anonymized or aggregated data derived from Personal Data shall only be used in compliance with documented instructions from the Controller Party. When acting as Controllers, the Parties may generate and use anonymized data for purposes such as analytics, performance tracking, or improving services, provided that the data no longer identifies any natural person.

7.6         . Each Party undertakes that it has put in place and sustains appropriate technological and organizational security measures to protect Personal Data from unlawful and unauthorized use and disclosure, and to ensure secure processing of such data in conformity with the applicable Privacy Laws and generally prevailing industry standards.

7.7         Tabashir’s Use of Anonymized Aggregated Data. Platform User acknowledges and agrees that Tabashir shall have the right to generate anonymous data derived from or based on Personal Data so that the relevant End User is no longer personally identifiable from such data (“Anonymized Data”), and combine or incorporate such Anonymized Data with or into other similar data or information acquired from other users or derived from other users’ use of the services provided by Tabashir (such resulting data, “Anonymized Aggregated Data”). Tabashir may use the Anonymized Data and Anonymized Aggregated Data for any business purpose both during and after the Term of this Platform User T&Cs or the Agreement, including but not limited to:

a)       providing, supporting and improving Tabashir’s Platform;

b)      conducting analytical research, compiling statistical reports and performance tracking;

c)       developing and/or improving other Tabashir services and products; and

d)      sharing such Anonymized Data and Anonymized Aggregated Data with Tabashir’s affiliates, agents or other third parties with whom Tabashir has a business relationship.

7.8         Notwithstanding anything to the contrary in this Section, Tabashir will retain Personal Data or portions thereof (i) in backup files on its backup servers for a period of up to one (1) month from the date of deletion from the production servers in order to ensure compliance with internal business continuity and disaster recovery procedures, and (ii) in technical log files in order to comply with the requirements of Applicable Laws or regulations, exercise or defend (ongoing) legal claims, and meet audit or statutory requirements. The retention period for Personal Data retained in log files shall be a minimum of five (5) years from the date of deletion from the production servers, or such longer period as required by Applicable Laws, unless subject to statutory or regulatory change.

7.9         Except as specifically set out in this Platform User T&Cs or the Agreement, the Tabashir API, Tabashir API data, Metadata, support services, Tabashir’s Platform and any optional services are provided “as is”, “with all faults” and "as available". Tabashir and its licensors and/or suppliers make no other representations and give no other warranties, express, implied, statutory, or otherwise, regarding the Tabashir API, Tabashir API data, Metadata, support services, Tabashir’s Platform and any optional services provided under this Platform User T&Cs or the Agreement and Tabashir specifically disclaims any and all implied representations and warranties of fitness for a particular purpose, title, Platform User ability, Platform User able quality, accuracy, title, or any implied warranty arising from course of performance, course of dealing or usage of trade, or non-infringement to the maximum extent permitted by applicable laws.

7.10           Tabashir does not warrant that the Tabashir API, Tabashir API data, Metadata, support services, Tabashir’s Platform and any optional services or other items provided by or on behalf of Tabashir under the Agreement are free from bugs, viruses, harmful components, errors, or defects, or that the Tabashir API, Tabashir API data, Metadata, support services, Tabashir’s Platform and any optional services will meet any specified service level or will operate without interruptions or downtime. Tabashir makes no warranty that the operation of any of the foregoing will be secure or uninterrupted, nor does Tabashir make any warranty as to the results that may be obtained from the use of the Tabashir API, Tabashir API data, Metadata, support services, Tabashir’s Platform and any optional services. Platform User shall not have the right to pass on any representation or warranty of Tabashir to any third-party or end user, nor does Tabashir promise to backup any of Platform User’s data/information/content. Platform User acknowledges that there are risks inherent in internet connectivity that could result in the loss of privacy, confidential information and property. Tabashir specifically disclaims and makes no representation or warranty, oral or in writing, concerning the viability, enforceability, or compliance with applicable laws in relation to the Tabashir API, Tabashir API data, Metadata, support services, Tabashir’s Platform and any optional services and the use by Platform User of Tabashir API, Tabashir API data, Metadata, support services, Tabashir’s Platform and any optional services in a particular country, territory, or region. 

7.11           Tabashir and its vendors do not warrant, and expressly disclaim any warranty or representation that the Tabashir API including the access thereto and use thereof, will be uninterrupted, timely, secured, virus-free, error-free, that Platform User’s data will not be lost when accessing/using the Tabashir API, that defects in the Tabashir API will be corrected, or that the Tabashir API is free from viruses or other harmful code. Tabashir and its vendors further disclaim any and all liability or responsibility for any delays, failures, interception, alteration, loss, or other damages that Platform User may suffer, and that are beyond Tabashir ’s control.

7.12           Except as expressly set forth herein, Tabashir  does not warrant, and expressly disclaims any warranty or representation (i) that the Tabashir API, Tabashir API data, Metadata, support services, Tabashir’s Platform and any optional services (or any portion thereof) is complete, accurate, of any certain quality, reliable, suitable for, or compatible with, any of Platform User’s applications, contemplated activities, devices, operating systems, browsers, software or tools (or that it will remain s such at any time), or comply with any laws applicable to Platform User; and/or (ii) regarding any content, information, or results that client obtains through the use of the Tabashir API, Tabashir API data, Metadata, support services, Tabashir’s Platform and any optional.

Schedule A- Service Levels

This Schedule A (Service Levels) sets forth the terms applicable to the correction of Defects, the Service Levels, and the Tabashir Support Services. 

1.     Definitions

The following additional definitions shall apply to this Schedule A(Service Levels):

• Defect means the Tabashir Services not materially complying with the requirements specified in the product documentation or not being available or accessible in accordance with the terms of this Agreement.
• Initial Response Time means the time between Merchant first submitting a request for support for a Defect on Tabashir Support Desk in accordance with this Schedule A (Service Levels) and Tabashir acknowledging the request and informing Merchant that resolution efforts have commenced, calculated per section 3.3 below.
• Tabashir Support Services means the delivery of support for the Tabashir Services and provides a system-of-record for all issue logs and resolutions.
• Resolution Time means the time between Merchant submitting a request for support for a Defect in accordance with this Schedule B (Service Levels) and Tabashir informing Merchant that a resolution has been found, calculated per section 3.3 below.

2.     Availability Service Level

2.1  Tabashir will use all reasonable commercial efforts to ensure that the Tabashir Services are operating and shall have a service availability of 99%; permitting Tabashir up to 3 days 15 hours 40 minutes per year downtime ("Unplanned Downtime").

2.2  The following downtime and maintenance shall not constitute Unplanned Downtime:

2.2.1 any scheduled maintenance of which Merchant has been notified at least 48 hours prior to such scheduled maintenance and which takes place within a “scheduled maintenance window” as may be notified to Merchant from time to time, or unavailability or performance issues caused by:

·       factors outside of Tabashir's reasonable control;

·       that resulted from any actions or inactions of Merchant or any third parties (including unavailability, blockage or performance issues caused by internet, online and mobile banking facilities, and/or Saudi Central Bank payment rails);

·       general overload, slowdown or non-availability of the internet;

·       non-availability of central internet services (e.g. DNS server) due to Malicious Software, a virus or hacker attacks;

·       a Force Majeure Event;

·       service disruption caused by major changes in the Tabashir API and/or Tabashir-side integration maintenance (for the avoidance of doubt, major changes to Tabashir’s API shall only be permitted two times each calendar year; and/or

·       that resulted from Merchant's equipment and/or third-party equipment (not within the primary control of Tabashir), including problems caused by systems, hardware, software and/or network infrastructure to which the Tabashir Services are connected, which are controlled by Merchant, Merchant’s suppliers or third parties (other than Tabashir's Service Providers).

3.     Support Service Level 

3.1  Tabashir shall: (I) respond to Merchant's requests to correct Defects; and (ii) correct Defects in accordance with the applicable Initial Response Time and Resolution Time service levels indicated in section 3.3 below. The applicable Severity Levels shall be reasonably determined by Merchant at the time of notification to Tabashir, whereby Merchant shall act in good faith and follow the definitions of Severity Levels under this section and provide such supporting information as Tabashir may reasonably require.

3.2  The following definitions shall be used for classifying Defects:

Severity Level	Description	Initial Response Time	Resolution Time
Severity 1 (Urgent):	Any error reported by Merchant where the majority of End-users for a particular part of the Tabashir Services are affected, the error has high visibility, there is no workaround, and it affects Merchant's ability to perform its business.	First reply within 30 minutes of Merchant reporting to Tabashir	Within 24 hours of Initial Response Time
Severity 2 (High):	Any error reported by Merchant where the majority of End-users for a particular part of the Tabashir Services are affected, the error has high visibility, a workaround is available; however, performance may be degraded or functions limited and it is affecting Merchant's revenue.	First reply within one (1) Business Hour of Merchant reporting to Tabashir	Within 48 hours of Initial Response Time
Severity 3 (Medium):	Any error reported by Merchant where the majority of End- users for a particular part of the Tabashir Services are affected, the error has high visibility, a workaround is available; however, performance may be degraded or functions limited and it is not affecting revenue.	First reply within one (1) Business Hour of Merchant reporting to Tabashir	Within seven (7) Business Days of Initial Response Time
Severity 4 (Low):	Any error reported by Merchant where a single End-user is severely affected or completely inoperable or a small percentage of End-users are moderately affected or partially inoperable and the error has limited business impact	First reply within one (1) Business Hour of Merchant reporting to Tabashir	Not applicable

3.3  All timeframes are calculated from the time at which Merchant files a ticket on the Tabashir Support Desk, taking into account the applicable business hours. If Defects are notified outside of business hours, the Initial Response Time and the Resolution Time are calculated from the first minute of the subsequent business hours period.

3.4  Tabashir is not required to provide support to issues caused by:

1. the hardware, software or operating system used by Merchant; 
2. use of the Platform not in accordance with the Tabashir policies and guidelines, misuse or operator error; 
3. any other cause which, in the Parties’ mutual reasonable determination, is not inherent in or caused by the Tabashir Services.