1. These terms are legally binding some text

1. Sadapay Private Limited (SadaPay, us, we) and you agree to these Terms of Service (the ‘Terms’) when you use SadaBiz. These Terms form a legally binding agreement between you policyand us. Please take the time to read them carefully.
2. You should read this document along with our Terms of Service and Privacy Policy. In case of any conflict, these Terms will prevail to the extent of such conflict unless provided otherwise.   
3. We may provide SadaBiz products and services in collaboration with payment gateway services providers, financial services providers, or banks (“Other Service Providers”). You will also be bound by the terms and conditions of the Other Service Providers. In case of inconsistency, these Terms will prevail.  

2. SadaBiz

2.1 SadaBiz consists of two products:

1. SadaBiz Account: An Electronic Money Institution based e-wallet catering for business transactions; 
2. Payment Link Service: a service for sellers to generate links/invoices to receive payment for goods or services. 

2.2. When you onboard to SadaBiz Account, you will be entitled to use Payment Link Service subject to Seller’s Terms of Service. You expressly agree to abide by the Seller’s Terms of Service if you choose to use the Payment Link Service.‍

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3. Who can open a SadaBiz Account? 

You can open a SadaBiz Account if you: 

1. are eighteen (18) years of age; 
2. are a resident of Pakistan; 
3. have an existing SadaPay Personal account. 

4. How to open your SadaBiz Account?

We may ask you to provide the following information in addition to the information already submitted when opening your personal account with SadaPay, such as:

1. Type/nature of your business; and
2. Expected monthly turnover. 

You confirm that all information you submit to us is correct and up-to-date. You consent that we can verify all information provided by you, either ourselves or through third parties. 

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You also consent that we may perform checks in accordance with applicable know-your-customer, anti-money laundering, and anti-terrorism financing laws.  You also agree to assist us and provide all information we request. 

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5. SadaBiz Account Balances

5.1 Available Earnings (in USD)

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• Payments received using the Payment Link Service through your commercial agent i.e. SadaPay UK Limited, will be reflected in your SadaBiz Account as “Available Earnings” in USD. Such Available Earnings will be treated as receivables from the commercial agent, which may be accumulated in USD and withdrawn in PKR at your discretion. 
• Please note that the Available Earnings balance does not provide you with a USD e-money account and it cannot be used to make transfers in USD or spend in USD. All payments received through the Payment Link Service, must be converted to PKR to be used.

5.2 Withdrawal

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• When you opt to “withdraw” all or part of the Available Earnings in your SadaBiz Account, the proceeds will be converted into PKR and deposited to your SadaBiz Account as your “Current Balance”. The Current Balance will be available for you to spend or transfer.
• When withdrawn, the Available Earnings will be converted to PKR on the market exchange rate at the day of the withdrawal. Deposit of the Current Balance into the SadaBiz Account may take up to one (01) business day. 
• In the event your transaction through the Payment Link Service is deemed suspicious, fraudulent or unauthorised in any manner whatsoever, SadaPay will deposit such Current Balance into the SadaBiz Account after performing necessary checks, which may take up to six (06) business days. In the event of a bank holiday in Pakistan or any of the territories where our Other Service Providers are based, the withdrawal may take longer.

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6. Fees and taxes

• We will charge you fees for using the SadaBiz as per our Schedule of Charges.  We reserve the right to revise these charges at any time, without any prior notice to you.
• You are solely responsible for payment of all taxes applicable to your use of or SadaBiz. We may withhold or deduct any taxes from the transaction(s) through SadaBiz as per applicable law.

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7. Disclaimer and Limitation of Liability

• We or any of our officers, directors, employees, Other Service Providers, affiliates or agents shall not be liable to you for any indirect, incidental, consequential, special or exemplary damages in connection with these Terms or SadaBiz, including for damages for lost revenue, loss of data, lost profits, anticipated profits, lost business, injury to business reputation, or cost of procurement of substitute services, under any theory of liability or cause of action whether in tort (including negligence), contract or otherwise, regardless of whether we were aware or informed of the possibility of such damages.   
• Despite our best efforts, services or goods provided through SadaBiz may not always be accessible, uninterrupted, timely, secure, accurate, complete, or error-free. You agree that we shall not be liable for disruptions or impairments of the services which are caused by factors outside of our control. 

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8. Compensation for losses (Indemnification)

You will indemnify, defend and hold us and our employees, directors, agents, affiliates, Other Service Providers and representatives harmless from and against all claims, costs (including reasonable attorneys’ fees), losses and damages arising out of any claim, action, audit, investigation or other proceeding resulting from (i) your breach of any applicable law, rule or regulation, or of any of the provisions of these Terms; (ii) your wrongful or improper use of SadaBiz; (iii) any transaction for goods or services submitted by you through SadaBiz; (iv) your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; or (v) any other party’s access and/or use of the services with your username, password or other access information.‍

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9. Restrictions and closing your account

• You cannot register for a SadaBiz Account or use SadaBiz on behalf of any third party. 
• You cannot use the Sadabiz for any personal, family, household or non-business purpose. 
• You cannot make any transaction, which:  

1. is against the law;
2. we believe may be linked (directly or indirectly) with money laundering, terrorism financing, bribery, corruption, criminal activity, or fraud;
3. appears deceptive, unfair, or predatory;
4. is prohibited by our contracts with Other Service Providers or, under the terms and conditions or privacy policies of Other Service Providers; 
5. infringes or appears to infringe any intellectual property rights of others, including counterfeit goods;

• If we believe that (a) you have exposed us, other Sadabiz users or Other Service Providers to any harm, damages or risk (including fraudor criminal acts); (b) your SadaBiz Account has been compromised or other security concerns exist, or (c) you have provided incomplete, incorrect, misleading or untrue user information, we reserve the right:  

1. to not process, put on hold, suspend, or reverse a transaction; 
2. to report the transaction to the relevant law enforcement agency; 
3. suspend, or close your SadaBiz Account without prior notice; and
4. to claim damages from you.

• In addition to the above, we reserve the right to close your SadaBiz Account without notice and for any reason (upon having been investigated internally) which may include but are not limited to the following:
• 5. (a) as required by applicable law
  6. (b) based on SadaPay’s evaluation of its risk and fraud appetite
  7. (c) as required by the Other Service Provider (i.e Mastercard or Checkout) rules and/or any other applicable guidelines, as a result of a breach of the same or otherwise
  8. (d) SadaPay discovers that use of Payment Link Services is not in accordance with applicable law and/ or are being used for illegitimate/fraudulent transactions
  9. (e) SadaPay discovers that there has been a material change in the nature of the SadaBiz user’s business
  10. (f) SadaPay discovers that there is a change of control of the SadaBiz user
  11. (g) SadaPay discovers that the SadaBiz user’s actions or omissions, have impacted SadaPay’s or the Other Service Provider’s brand, image, reputation or goodwill or may otherwise cause harm or loss to the goodwill of the Other Service Provider’s payment system
  12. (h) the SadaBiz user does not make payment of any amount due to the SadaBiz Account as per these Terms or the Seller Terms, and such breach has not been remedied by the SadaBiz user within fourteen (14) days of being notified thereof
  13. (i) SadaPay reviews KYC of the customers and observes irregular or excessive transaction activity refunds exceeding the reasonable threshold set, suspected fraudulent/illegitimate transactions or any other factor which may affect the SadaBiz user’s ability to comply with its obligations under these Terms or the Seller Terms
      
      (j) The SadaBiz user has breached these Terms and/or the Seller Terms and has not remedied such breach within a period of fourteen (14) days thereof in case of a material breach and within thirty (30) days in case of non-material breach thereof.
      
      (k) the SadaBiz user fails to provide information which SadaPay considers necessary for the purposes of conducting risk assessments and due diligence of the SadaBiz user, provided that such requested information is not shared within five (5) days of such request.

• You can terminate and close your SadaBiz Account at any time by making a request in writing through our in-app chat. 
• If your SadaBiz Account is terminated or closed for any reason you will continue to be bound by these Terms, but you must immediately stop using the SadaBiz.  
• You accept that we reserve the right, but shall have no obligation, to delete all of your SadaBiz data stored on our servers. ‍

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SadaBiz's Right to Withhold Settlement

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SadaPay reserves the right to withhold unpaid and/or an expected settlement from the SadaBiz user, in the following circumstances:

• (a) if SadaPay suspects unauthorised/fraudulent/illegitimate transactions being conducted through the SadaBiz Account. In such a case, SadaPay is authorised to withhold settlement until it has investigated and ascertained the validity of such transactions
• (b) if an authorised representative of SadaPay has requested information in order to ascertain the validity of the the transactions mentioned in 10.1 (a) above, SadaPay is entitled to withhold settlement until information satisfactory to SadaPay’s has been provided and the transactions are duly verified. 
• (c) if the SadaBiz user violates these Terms or the Seller Terms and/or the Other Service Provider rules, SadaPay is authorised to withhold settlement until the violation has been remedied and any obligations/requirements imposed on the SadaBiz user have been fulfilled
• (d) if the SadaBiz user's actions/ omissions give a rise to any repayment obligations on SadaPay, it is authorised to withhold settlement until the investigation of the matter has been completed by SadaPay
• (e) when it is determined by SadaPay that the amount of funds in the SadaBiz Account in relation to transactions will not secure the SadaBiz user's future obligations towards any transactions conducted through SadaBiz, including but not limited to fees, claims and refunds, SadaPay is authorised to withhold settlement until the SadaBiz Account is credited with sufficient funds in connection with the SadaBiz user's future transactions 
• (f) where required by the Other Service Provider, SadaPay may withhold settlement of funds in the SadaBiz Account for as long as may be required
• (g) where SadaPay is under an obligation to withhold settlement as per applicable law

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Negative Balance

If your account has a negative balance, any incoming payments will automatically be applied to clear the outstanding amount. SadaPay reserves the right to recover the owed amount from any other accounts you hold with SadaPay, including your Personal Wallet Account. SadaPay may transfer funds from any such account(s) without prior notice to the customer, to cover the outstanding negative balance.

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SadaPay shall not be held responsible or liable for clearing any negative balance that may arise in the customer's account. By agreeing to these Terms, the customer acknowledges that it is the customer’s sole responsibility to clear any negative balance in their account. The customer agrees to promptly repay any amount that causes their account to fall into a negative balance, including any fees or charges associated with the overdraft.

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Your account balance may become negative for several reasons, including but not limited to:

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• Transactions involving fluctuating foreign exchange rates
• Chargebacks on your account
• Late presentment of a mastercard transaction
• Duplicate charges

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For freelancers, chargebacks may occur if a client requests a refund due to a disputed transaction.

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If your account balance remains negative, you will have 30 calendar days from the date of the initial notification to deposit the outstanding amounts. Should the balance not be cleared within this timeframe, we will contact you via email or in-app messaging, providing you an additional 7 calendar days to clear the owed amounts. If no response is received, we reserve the right to issue a formal legal notice, specifying a final deadline for settling the outstanding balance. Failure to clear the outstanding amount within the specified time frame may result in a formal initiation of legal proceedings.

SadaPay’s decision not to immediately enforce its rights under these terms shall not constitute a waiver of those rights and shall not preclude us from taking further action to recover the negative balance at a later date. 

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How to make a Complaint 

If you have a complaint, please contact us and we’ll do our best to fix the problem (see ‘How to contact us’ in Terms of Service).If you’re still not happy, you can refer your complaint to the Consumer Protection Department. For more details, you can visit their website at http://www.sbp.org.pk/cpd/CPD.asp

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Changes to these Terms

We may make changes to these Terms from time to time and shall notify you of such changes. If you do not agree with any of the changes we make, you can let us know and we will close your account. We’ll transfer any money in your account to another account of your choice. If you owe us any money, you will need to pay it back. If we don’t hear from you, we’ll assume that you’re happy with the changes we made.

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Governing law

Any disputes in relation to the SadaBiz Account will be governed by the laws of Pakistan and will be settled by the courts of Islamabad Capital Territory.

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