Part A — General

1. These terms are legally binding

1.1 Sadapay Private Limited (“SadaPay”, “us”, “we”, “our”) and you agree to these Terms and Conditions (the “Terms”) when you open or use a SadaBiz Account. These Terms form a legally binding agreement between you and us. Please take the time to read them carefully.

1.2 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 we say otherwise.

1.3 We provide SadaBiz products and services in collaboration with payment system operators, payment service providers, payment gateways, financial institutions, banks and other partners (“Other Service Providers”). You will also be bound by the rules and requirements of the Other Service Providers that apply to your use of SadaBiz, as we notify them to you. In case of inconsistency between these Terms and anything we publish for a specific SadaBiz product, the product-specific terms will prevail for that product.

2. Some words we use

2.1 In these Terms:

(a) Acquiring Partner

The bank or financial institution that acquires and settles payments made to you under the Payment Link Service, currently The Bank of Punjab, and any replacement or additional partner we appoint.

(b) SadaBiz Account

The electronic money account we open for you for business purposes.

(c) SadaBiz Freelancer

The SadaBiz product described in Part B.

(d) SadaBiz SME

the SadaBiz product described in Part C.

(e) QR Payment  

A payment made to you by a Payer through Raast P2M using a QR code we make available to you.

(f) Payer

The person who makes or attempts to make a payment to you.

(g) Payment Partner

The payment system operator or payment service provider through which we make QR Payment acceptance available to you, currently Premier Payfast (Private) Limited, and any replacement or additional partner we appoint.

(h) Raast

The instant payment system operated by SBP, and “Raast P2M” means its person-to-merchant payment service.

(i) Reversal Event

Any recall, return, refund, reversal, chargeback, repayment demand, adjustment, penalty or assessment raised by a Payer, a Payer’s bank, a financial institution, Raast, SBP, a Payment Partner, an Other Service Provider or any court, regulator or law enforcement authority in respect of a payment credited or to be credited to your SadaBiz Account.

(j) Schedule of Charges

Our schedule of fees, as updated from time to time.

(k) Working Day

A day (other than a Saturday, Sunday or public holiday) on which banks are open for business in Pakistan.

2.2 References to “you” and “your” are references to the individual in whose name the SadaBiz Account is opened. SadaBiz Accounts are currently available only to individuals who carry on a business.

3. What SadaBiz is

3.1 SadaBiz has two products:

1. SadaBiz Freelancer — a SadaBiz Account together with the Payment Link Service, which allows you to generate links and invoices to receive payment for goods or services, including from clients outside Pakistan; and
2. SadaBiz SME — a SadaBiz Account for a business that sells goods or services to customers, together with the QR Payment acceptance service described in Part C.

3.2 We will tell you which product you have been onboarded to. Part A, Part D, Part E and Part F apply to both products. Part B applies only to SadaBiz Freelancer. Part C applies only to SadaBiz SME. If we make both products available to you, all Parts apply.

3.3 We may change, add to, suspend or withdraw any SadaBiz feature or product. Where a feature depends on an Other Service Provider or a Payment Partner, we may withdraw it if that arrangement ends or changes, and we will not be liable to you for doing so.

3.4 SadaBiz Freelancer and the Payment Link Service are not available at present. Only SadaBiz SME is currently open for onboarding. Part B describes SadaBiz Freelancer for information only, and it will not apply to you unless and until we make that product available and tell you that you have been onboarded to it. We will let you know if anything in Part B changes before then.

4. Who can open a SadaBiz Account

4.1 SadaBiz Accounts are currently available only to individuals. You can open a SadaBiz Account if you:

1. are at least eighteen (18) years of age;
2. are a resident of Pakistan;
3. have an existing SadaPay personal account;
4. carry on a genuine business of your own, whether online or otherwise, and can give us the documentary evidence of that business described in clause 5.2; and
5. satisfy our onboarding, due diligence and risk requirements.

4.2 You cannot open or use a SadaBiz Account in the name of, or on behalf of, a company, partnership, association of persons or any other entity, or on behalf of any other individual. Unless we agree otherwise, you may hold only one SadaBiz Account.

4.3 We may refuse to open a SadaBiz Account, or to make any particular feature available, at our discretion and without giving reasons.

5. Opening your account, and the information you give us

5.1 We will ask you for information and documents, in addition to the information you gave us when you opened your SadaPay personal account, so that we can identify you, understand your business and comply with law. This will normally include the type and nature of your business, the goods or services you sell, the address and location from which you carry on your business, your expected monthly turnover, and evidence that you carry on the business you have told us about.

5.2 Confirming that you carry on a business. You confirm that you carry on a genuine business of your own, that the information you give us about it is accurate, and that you will use your SadaBiz Account only for that business. You must give us the documents we ask for to evidence your business, which may include your National Tax Number certificate, any business or sole proprietorship registration you hold, any trade, shop or professional licence, invoices, contracts or purchase orders, a business bank account statement, your business letterhead, photographs of your business premises or signage, or details of the website, app, marketplace profile or social media page through which you sell. We may ask for further or updated evidence at any time, and we may refuse to open your SadaBiz Account, or restrict, suspend or close it, if you cannot provide it.

5.3 You confirm that all information and documents you give us are true, complete, accurate and up to date, and that you have the right to give them to us. You consent to us verifying that information, either ourselves or through third parties.

5.4 You consent to us carrying out checks in accordance with applicable know-your-customer, know-your-business, customer due diligence, anti-money laundering, counter-terrorism financing and sanctions screening requirements, on you and on your business. You agree to assist us and to provide all information we ask for.

5.5 You must tell us promptly, and in any event within seven (7) days, if any of the following happens:

1. any information or document you have given us stops being accurate or complete;
2. you stop carrying on the business you told us about, or you stop carrying on business at all;
3. there is a material change in the nature of your business, the goods or services you sell, the location from which you carry it on, or your expected turnover;
4. you lose or fail to renew any licence, registration or approval you need for your business;
5. you register or incorporate a company, partnership or other entity through which you carry on that business;
6. you become subject to any investigation, enforcement action, insolvency or bankruptcy proceeding; or
7. you become aware of any actual or suspected fraud, security incident or misuse affecting your SadaBiz Account.

5.6 We may ask you at any time to re-verify your information or to provide updated documents. If you do not provide what we ask for within fifteen (15) Working Days, we may restrict, suspend or close your SadaBiz Account.

6. Your SadaBiz Account is personal to you

6.1 Your SadaBiz Account is opened in your own name. You are personally responsible for everything done through it, and personally liable for every amount owed to us under these Terms, including any negative balance.

6.2 You must not transfer or sell your SadaBiz Account, give anyone else control of it, or allow anyone else to use it, your credentials or your QR code. If you employ or engage anyone to help you run your business, you remain fully responsible for everything they do in connection with your SadaBiz Account.

6.3 We may act on any instruction given using your credentials, and you will be bound by it.

6.4 If you later carry on your business through a company, partnership or other registered entity, you must tell us under clause 5.5(e). Your SadaBiz Account remains your personal account and cannot be transferred to that entity. We will tell you what options are available at that time.

7. Limits on your account

7.1 We will set limits on your SadaBiz Account, which may include limits on the value or number of transactions in a period, and on the balance you may hold. We set these limits in accordance with SBP’s requirements, the merchant category that applies to your SadaBiz Account, your declared and actual turnover, and your risk profile. Because your SadaBiz Account is opened in your own name as an individual, the limits SBP prescribes for that category will apply to you, and we cannot exceed them.

7.2 We may change your limits at any time, including reducing them, where we consider it appropriate for risk, fraud, compliance or regulatory reasons. We will tell you about your limits and any change to them through the app, on our website, or by email.

7.3 You must not structure, split or arrange transactions in order to avoid a limit, a reporting requirement or a due diligence check.

8. Fees and taxes

8.1 We will charge you fees for using SadaBiz as set out in our Schedule of Charges. Fees are exclusive of taxes, which will be added where applicable.

8.2 We may revise our fees. We will give you at least thirty (30) days’ notice of any increase or new fee, unless the change is required by law or by a regulator or Other Service Provider at shorter notice, in which case we will tell you as soon as we can. If you do not accept the change you may close your SadaBiz Account under clause 30 before it takes effect.

8.3 You are solely responsible for determining and paying all taxes, duties and levies applicable to your business and to your use of SadaBiz, and for issuing any invoice or tax document your customers are entitled to.

8.4 We may deduct or withhold from any amount payable to you, or from your SadaBiz Account, any amount we are required to deduct or withhold under applicable tax law, including any withholding or collection obligation that applies to us as a payment intermediary, and we will account for that amount to the relevant authority. You must give us any information, registration number, exemption certificate or document we need in order to apply the correct rate. If you do not, we may apply the highest applicable rate.

8.5 Unless we tell you otherwise in writing, you must not impose any surcharge, fee or other charge on a Payer for choosing to pay you through SadaBiz, and you must not offer a different price depending on the payment method used, except where this is expressly permitted under applicable law and by the applicable payment scheme rules.

9. Keeping your account secure

9.1 You are responsible for keeping your login credentials, device, PIN, one-time passwords and API or dashboard credentials secure, and for all activity that takes place using them. You must not share them with anyone.

9.2 You must tell us immediately if you know or suspect that your SadaBiz Account, credentials or QR code have been lost, stolen, compromised or misused.

9.3 You are responsible for the security and integrity of your own systems, devices, website and premises, and for making sure that anyone you allow to use your SadaBiz Account complies with these Terms.

10. What you must not do

10.1 You must not use SadaBiz for any personal, family, household or other non-business purpose, and you must not use it to receive money that is not payment for goods or services you have actually supplied.

10.2 You must not use SadaBiz on behalf of any other person or business, accept payments for goods or services supplied by anyone other than you, or use your SadaBiz Account or QR code to aggregate, process or pass on payments for any third party.

‍

• 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. ‍

• firearms, ammunition, explosives or weapons of any kind;
• alcoholic beverages, except where lawfully licensed and permitted under applicable law;
• narcotics, banned or controlled substances, or drug paraphernalia;
• pornographic, obscene or sexually explicit material or services, or escort or companionship services;
• gambling, betting, lottery, satta or games of chance of any kind;
• cryptocurrency, virtual currency or other digital asset trading, exchange, wallet or mining services, except where carried on by an entity licensed by the Pakistan Virtual Assets Regulatory Authority in compliance with applicable law and SBP directives;
• multi-level marketing, pyramid or matrix schemes, or “work-at-home” or get-rich-quick schemes;
• unlicensed money service business, remittance, currency exchange, lending, deposit-taking or credit-provision activity;
• counterfeit goods, or goods or services that infringe anyone’s intellectual property rights;
• fireworks, pyrotechnic devices, or hazardous, combustible or corrosive materials;
• bulk or unsolicited email or messaging services, or the sale of email or contact lists;
• stolen goods, or goods or services prohibited under any applicable law; and
• any other product, service or activity that is prohibited under, or does not comply with, applicable law or SBP regulations, whether federal, provincial or local.

10.4 You must not make or accept any transaction which:

• is against the law;
• we believe may be linked, directly or indirectly, with money laundering, terrorism financing, proliferation financing, bribery, corruption, criminal activity or fraud;
• involves a person, entity or country subject to sanctions;
• appears deceptive, unfair or predatory;
• is prohibited by our arrangements with a Payment Partner or Other Service Provider, or under their rules; or
• infringes or appears to infringe the intellectual property rights of others.

10.5 You must not:

• use SadaBiz to give cash to a Payer against a payment, or to convert a payment into cash for a Payer;
• process a transaction that does not arise from a genuine sale of goods or services by you to the Payer;
• process a transaction on your own behalf as both merchant and Payer;
• misrepresent your identity, your business or the goods or services you sell;
• interfere with, circumvent, overload or attempt to reverse-engineer SadaBiz or any Payment Partner’s systems; or
• hold yourself out as our agent or partner, or as the agent or partner of a Payment Partner or Other Service Provider.

10.6 You are responsible for making sure that your employees, agents, contractors and anyone acting for you complies with this clause 10. A breach by any of them is a breach by you.

11. Information, records and audits

11.1 You must keep complete and accurate records of your transactions, your customers, your due diligence on your customers where applicable, your invoices, and your dealings with Payers, for at least the period required by applicable law and in any event for ten (10) years.

11.2 If we ask, you must give us any record, document, information or explanation relating to your business, a transaction, a Payer or a Reversal Event, within three (3) Working Days, or sooner if we tell you the request is urgent or comes from a regulator or law enforcement authority.

11.3 You agree that we, our Payment Partner, SBP and any other competent regulator or authority may audit or inspect your records, systems and premises in connection with your use of SadaBiz, on reasonable notice and during business hours, and you agree to cooperate fully with any such audit, inspection or investigation. Where we ask for information on behalf of a Payment Partner, we will do so through our own channels, and you agree that we may pass your response on.

11.4 If you do not provide the records we ask for, or do not cooperate with an audit or investigation, we may suspend settlement to you and restrict, suspend or close your SadaBiz Account.

12. Data and privacy

12.1 We collect, use and share your information as described in our Privacy Policy.

12.2 You consent to us sharing information about you, your business, your due diligence records and your transactions with our Payment Partner, Other Service Providers, banks, Raast, SBP, tax authorities, law enforcement agencies and other competent authorities, to the extent needed to provide SadaBiz, to manage risk and fraud, to resolve a Reversal Event, or to comply with applicable law or a request from a regulator or authority.

12.3 Where you collect or handle personal information about your own customers, you are solely responsible for doing so lawfully, including giving them any notice and obtaining any consent required. You must not store, on our systems or through SadaBiz, any payment credentials or sensitive authentication data belonging to a Payer.

12.4 You must keep confidential any information we or a Payment Partner give you that is not public, including transaction data, technical information, security requirements and our commercial terms, and use it only for the purpose of using SadaBiz.

12.5 You must tell us immediately if you become aware of any actual or suspected security incident or data breach affecting Payer information, transaction information or your access to SadaBiz, and you must cooperate with us in investigating and remedying it.

Part B — SadaBiz Freelancer

13. The Payment Link Service

13.1 The Payment Link Service lets you generate links and invoices so that your clients can pay you for goods or services.

13.2 The Payment Link Service is provided subject to these Terms. You must also comply with any operating requirements, rules or instructions we publish for the Payment Link Service, and with the rules of any Other Service Provider that apply to it, as we notify them to you.

13.3 You are solely responsible for the goods or services you supply, for supplying them in accordance with what you have agreed with your client, and for resolving any dispute with your client.

14. Receiving payments through the Payment Link Service

14.1 Payments you receive through the Payment Link Service may be made in United States Dollars (USD). Those payments are converted into PKR before they reach us. We receive the funds in PKR and credit the amount received to your SadaBiz Account. We cannot receive or hold payments to you in any currency other than PKR.

14.2 Your SadaBiz Account is a PKR electronic money account. You cannot hold, receive, transfer or spend a balance in any other currency, and we do not offer you a foreign currency account.

14.3 We do not set the exchange rate. Your payment is converted into PKR before it reaches us, at the rate set under the applicable payment scheme rules, which may include a spread and conversion charges. We do not add any margin of our own, and we will tell you the rate applied to your payment.

14.4 You bear the effect of any movement in the exchange rate between the time your client makes a payment and the time we convert it. If a payment is later reversed, refunded or charged back, the amount you owe us is the amount needed to reimburse that payment in the currency in which it was made, converted at the rate applying at the time of the reversal. That amount may be more than the amount we originally credited to you, and you are responsible for the difference.

14.5 We deduct our fees, and any tax we are required to deduct or withhold, before crediting your SadaBiz Account.

14.6 We receive payments made to you through our Acquiring Partner, in accordance with applicable foreign exchange regulations and the rules of the applicable payment scheme.

15. When we credit your SadaBiz Account

15.1 We will credit the converted amount to your SadaBiz Account once we have received the funds. Crediting may take up to one (1) Working Day.

15.2 If a payment is considered suspicious, fraudulent or unauthorised in any way, we will credit it to your SadaBiz Account only after carrying out the necessary checks, which may take up to six (6) Working Days. If there is a bank holiday in Pakistan or in any territory where our Other Service Providers are based, crediting may take longer.

15.3 Any amount we credit to your SadaBiz Account under this Part B is provisional. It becomes final only when the underlying payment is no longer capable of being reversed, refunded, charged back or recalled, and is not subject to any investigation, hold or instruction from a bank, card scheme, Other Service Provider, regulator or law enforcement authority. Until then, we may reverse, debit or withhold the credit, in whole or in part.

15.4 We may also delay, withhold or decline to credit a payment in any of the circumstances set out in clause 24.

15.5 You must check your transaction information regularly and tell us in writing about any error or discrepancy within thirty (30) days of the transaction.

16. Reversal Events on Payment Link transactions

16.1 A payment you receive through the Payment Link Service may later be reversed, refunded or charged back, including where your client disputes the transaction, where the transaction is found to be fraudulent or unauthorised, where a card scheme or acquirer requires it, or where a duplicate or late-presented transaction is identified.

16.2 You remain fully responsible for the amount of any such Reversal Event, together with any related fee, assessment, penalty or cost. We may recover that amount under Part D.

16.3 A payment may be charged back for a period after the transaction set by the applicable payment scheme rules, which may be up to one hundred and eighty (180) days or longer. You remain responsible for the amount of a chargeback raised within that period, even if you have already spent or withdrawn the amount we credited to you, and even if your SadaBiz Account has since been closed.

Part C — SadaBiz SME and QR Payments

17. What the QR Payment service is

17.1 If you have a SadaBiz SME account, we will make available to you a QR code, which may be static or dynamic, that allows a Payer to pay you through Raast P2M.

17.2 We provide this service through our Payment Partner. We are not the operator of Raast, and neither we nor our Payment Partner controls Raast, the Payer’s bank, or any other bank or system involved in a QR Payment.

17.3 We will provision your QR code when we have completed your onboarding and approved your account. We do not guarantee that any particular acceptance method, feature or QR format will be available at any time, or that it will continue to be available.

17.4 The QR Payment service is provided to you only for use in your own business, at your own premises or through your own sales channels, and only for the business activity you have declared to us.

18. Using your QR code

18.1 You must:

• display your QR code only in the manner and at the locations we permit, and use only the QR code we make available to you;
• display, at the point where a Payer pays you, our name and logo and, where we tell you to, the name and logo of our Payment Partner, in the form and position we specify;
• show prices in Pakistan Rupees;
• make sure the amount presented to the Payer is correct and matches the goods or services being supplied; and
• provide the Payer with a receipt or confirmation of payment where required by law or by the Payer.

18.2 You must not:

• copy, alter, obscure, relabel, transfer or share your QR code, or allow anyone else to use it;
• use your QR code at a location, or for a business, other than the one you have declared to us;
• continue to display or use your QR code after your SadaBiz Account has been suspended, restricted or closed, or after we tell you to stop; or
• present a QR code to a Payer for a transaction that is not a genuine sale by you.

18.3 The QR code, and any Raast merchant identifier associated with it, remain ours or our Payment Partner’s. You do not acquire any right in them. Your right to use them ends immediately when your SadaBiz Account or the QR Payment service ends, and you must then remove all QR codes and all of our and our Payment Partner’s branding from your premises and channels.

18.4 If you also operate a website or app through which you accept QR Payments, that website or app must clearly display an accurate description of what you sell, your refund and return policy, your privacy policy, your terms of sale, your customer service contact details including a working telephone number and email address, your business address, and where your business requires a licence or registration, its number.

19. Receiving QR Payments and settlement

19.1 When a Payer makes a QR Payment, the funds are routed to us through our Payment Partner and we credit the corresponding amount to your SadaBiz Account, after deducting our fees and any applicable taxes and any other amount you owe us under these Terms.

19.2 Any amount we credit to your SadaBiz Account in respect of a QR Payment is provisional. It becomes final only when we have received a final and irrevocable settlement of that amount from our Payment Partner and the QR Payment is no longer subject to any Reversal Event, investigation, hold or instruction from Raast, SBP, a bank, a regulator or a law enforcement authority. Until then, we may reverse, debit or withhold the credit, in whole or in part.

19.3 We will credit QR Payments to your SadaBiz Account within two (2) Working days of receiving settlement from our Payment Partner. Settlement times depend on Raast, SBP, our Payment Partner and the banks involved, and may change. We are not liable for any delay caused by any of them, or by any circumstance beyond our reasonable control.

19.4 A confirmation, notification or balance shown in the app is not by itself proof that a QR Payment has been finally settled. Our records of transactions and settlement will be evidence of the amounts due, in the absence of manifest error.

19.5 You must check your transaction and settlement information regularly and tell us in writing about any error or discrepancy within thirty (30) days of the transaction. If you do not, we may treat the information as agreed by you, except where the error is a manifest error or is due to fraud, or where a Payer, a regulator or a law enforcement authority raises the matter within a longer period allowed by law.

20. Refunds, returns and Reversal Events

20.1 You are solely responsible for the goods and services you sell, for supplying them in accordance with what you have agreed with the Payer, and for making sure they match how you described them.

20.2 You must publish and honour a clear refund, return and cancellation policy, and you must process any refund, return or cancellation that the Payer is entitled to under that policy or under applicable law, promptly and in full. Nothing in these Terms limits a Payer’s right to a valid refund, and you must not rely on these Terms to delay or refuse one.

20.3 You must fund every refund you make. If your SadaBiz Account does not hold enough money, you must pay us the shortfall within three (3) Working Days of our notice, and we may recover it under Part D.

20.4 A QR Payment made through Raast may be recalled, returned or reversed, including where the Payer’s bank, Raast, SBP, a regulator or a law enforcement authority requires it, where the payment was made in error, or where it is found to be fraudulent, unauthorised or connected to unlawful activity. You agree that:

1. we may act on any such requirement or instruction without needing your consent;
2. you are responsible for the full amount of the Reversal Event, together with any related fee, assessment, fine, penalty, cost or expense; and
3. you must give us all information and documents we need to respond to it, within the time we specify.

20.5 You remain responsible for a Reversal Event even after your SadaBiz Account has been closed, and even if the Reversal Event relates to a transaction that took place before closure.

20.6 You must respond to Payer enquiries, complaints and disputes promptly, and in any event within the turnaround times required by applicable law and by SBP, and you must maintain a working mechanism for receiving and resolving them.

21. Monitoring, fraud and suspicious transactions

21.1 You must monitor your own transactions and tell us immediately if you become aware of, or suspect, any erroneous, unauthorised, suspicious or fraudulent transaction, or any unusual pattern of transactions or refunds.

21.2 We may monitor, review, investigate, decline, delay, suspend, hold or reverse any transaction which we or our Payment Partner reasonably believe to be erroneous, unauthorised, suspicious, fraudulent, unlawful, in breach of these Terms, or subject to review by a bank, regulator or law enforcement authority.

21.3 We may report any transaction or activity to SBP, the Financial Monitoring Unit, law enforcement or any other competent authority, and we are not required to tell you if we do, where telling you would be unlawful or would prejudice an investigation.

21.4 You are responsible for all losses arising from erroneous, unauthorised, suspicious or fraudulent transactions connected with your SadaBiz Account, your QR code, your business or your customers, except to the extent that the loss is directly caused by our own fraud, gross negligence or wilful misconduct.

22. Our Payment Partner

22.1 The QR Payment service depends on our arrangement with our Payment Partner. You agree that:

1. our Payment Partner may require us to suspend or stop providing the QR Payment service to you, or to provide information about you and your transactions, and we may act on any such requirement without needing your consent;
2. if our arrangement with our Payment Partner is suspended or ends, or if our Payment Partner suspends or restricts our access to its services, we may suspend or withdraw the QR Payment service without liability to you; and
3. we may change our Payment Partner, or add another one, at any time.

22.2 Our Payment Partner is not a party to these Terms and owes you no duty and no liability in connection with SadaBiz. All your dealings in relation to the QR Payment service are with us.

22.3 The protections given to us in clauses 11.3 (audits and records), 12 (data and confidentiality), 28 (indemnity) and Part D also apply for the benefit of our Payment Partner, and we hold the benefit of those clauses for ourselves and on trust for our Payment Partner and its directors, officers and employees.

Part D — Money you owe us, and our security

23. Reserve

23.1 We may require you to maintain a reserve as security for amounts you may owe us under these Terms (a “Reserve”). We may set, increase, decrease or remove a Reserve at any time, based on your transaction volumes, your refund and Reversal Event history, the nature of your business, your risk profile, or a requirement of a Payment Partner, Other Service Provider or regulator.

23.2 A Reserve may be created by withholding a percentage of the amounts otherwise payable to you, by holding a fixed amount, by requiring you to deposit funds, or by any combination of these. We will tell you when we create or change a Reserve, and the basis on which it is held.

23.3 We may apply the Reserve against any amount you owe us. We will release any part of the Reserve we no longer need, as soon as we no longer need it. If your SadaBiz Account closes, we will release whatever is left within 90 days, after taking off anything you owe us and anything we reasonably expect to have to pay because of a refund or a Reversal Event..

24. Our right to withhold settlement

24.1 We may withhold, delay, suspend or restrict all or part of an unpaid or expected settlement to you where:

1. we suspect that unauthorised, fraudulent, illegitimate or unlawful transactions are being conducted through your SadaBiz Account, in which case we may withhold settlement until we have investigated and established the validity of those transactions;
2. we have asked you for information in order to establish the validity of transactions, in which case we may withhold settlement until you have provided information satisfactory to us and the transactions have been verified;
3. you are in breach of these Terms, or of the rules of a Payment Partner or Other Service Provider, in which case we may withhold settlement until the breach has been remedied and any requirement imposed on you has been met;
4. your acts or omissions give rise to a repayment obligation on us, in which case we may withhold settlement until we have completed our investigation;
5. we determine that the funds in your SadaBiz Account will not cover your existing or reasonably expected obligations, including fees, claims, refunds and Reversal Events, in which case we may withhold settlement until your SadaBiz Account holds sufficient funds;
6. a Payment Partner, Other Service Provider, bank, court, regulator or law enforcement authority requires it, in which case we may withhold settlement for as long as required; or
7. we are required to withhold settlement under applicable law.

24.2 We will tell you when we withhold settlement, and the general reason for it, unless telling you would be unlawful or would prejudice an investigation.

25. Set-off, debit and recovery

25.1 You authorise us to debit your SadaBiz Account, without prior notice, for any amount you owe us under these Terms, including fees, taxes, refunds, Reversal Events, fines, penalties, assessments, indemnified amounts, and any amount we have credited to you provisionally or in error.

25.2 If your SadaBiz Account does not hold enough money, you authorise us to recover the amount from any other account you hold with us, including your SadaPay personal account and any other SadaBiz Account, and to transfer funds from any such account without prior notice.

25.3 We may set off any amount you owe us against any amount we owe you, and we have a lien over, and a right to retain, the balance in your SadaBiz Account as security for what you owe us.

25.4 Any amount not recovered under this clause is a debt due and payable by you on demand, and you must pay it within three (3) Working Days of our notice.

25.5 Our rights under this Part are in addition to, and do not limit, any other right or remedy we have under these Terms or at law.

26. Negative balance

26.1 If your SadaBiz Account has a negative balance, any incoming payments will automatically be applied to clear the outstanding amount.

26.2 It is your sole responsibility to clear any negative balance in your account. You agree to promptly repay any amount that causes your account to fall into a negative balance, together with any related fees or charges.

26.3 Your account balance may become negative for several reasons, including:

1. refunds you make or are required to make;
2. Reversal Events, including recalls, returns and chargebacks;
3. fees, taxes, fines, penalties or assessments;
4. reversal of a provisional credit under clause 15.3 and 19.2;
5. transactions involving fluctuating foreign exchange rates;
6. late presentment of a transaction; and
7. duplicate charges.

26.4 If your account balance remains negative, you will have thirty (30) calendar days from the date of the initial notification to deposit the outstanding amount. If the balance is not cleared within that time, we will contact you by email or in-app messaging and give you a further seven (7) calendar days to clear the amount owed. If we receive no response, we may issue a formal legal notice specifying a final deadline for settling the outstanding balance. Failure to clear the outstanding amount within that time may result in formal legal proceedings.

26.5 Our decision not to immediately enforce our rights under these Terms is not a waiver of those rights and does not prevent us from taking further action to recover a negative balance at a later date.

26.6 We may report a negative balance that remains unpaid to a credit bureau or to any other body to which we are entitled or required to report it.

Part E — Liability, indemnity and closing your account

27. Disclaimer and limitation of liability

27.1 Despite our best efforts, SadaBiz may not always be accessible, uninterrupted, timely, secure, accurate, complete or error-free. SadaBiz is provided on an “as is” and “as available” basis, and, except as expressly stated in these Terms, we make no representation or warranty of any kind about it.

27.2 We are not liable for any disruption, delay, failure or impairment caused by factors outside our reasonable control, including any act, omission, failure, outage, delay, suspension or instruction of Raast, SBP, a Payer’s bank, any other bank or financial institution, a Payment Partner, an Other Service Provider, a telecommunications or power network, or any court, regulator or law enforcement authority.

27.3 We, and our officers, directors, employees, affiliates, agents, Payment Partners and Other Service Providers, are not liable to you for any indirect, incidental, consequential, special or exemplary damages in connection with these Terms or SadaBiz, including damages for lost revenue, loss of data, lost profits, anticipated profits, lost business, injury to business reputation, or the cost of procuring substitute services, under any theory of liability or cause of action, whether in tort (including negligence), contract or otherwise, and regardless of whether we were aware of or informed about the possibility of such damages.

27.4 Nothing in these Terms limits or excludes our liability for fraud, or for anything else that cannot lawfully be limited or excluded, or limits our obligation to pay you amounts that have been finally settled and are properly due to you.

27.5 We are not responsible for the goods or services you supply, for any dispute between you and a Payer, or for the acts or omissions of any Payer.

28. Compensation for losses (indemnification)

28.1 You will indemnify, defend and hold harmless us and our employees, directors, officers, agents, affiliates, Payment Partners, Other Service Providers and representatives from and against all claims, costs (including reasonable legal fees), losses, damages, fines, penalties, assessments and liabilities arising out of any claim, action, audit, investigation, regulatory proceeding or other proceeding resulting from:

1. your wrongful or improper use of SadaBiz;
2. any transaction for goods or services submitted by you through SadaBiz, including any Reversal Event, refund or claim relating to it;
3. any goods or services you supply, or fail to supply, or any dispute between you and a Payer or any other person;
4. your carrying on, or accepting payment in connection with, a Prohibited Business;
5. any inaccurate, incomplete or misleading information you give us;
6. your violation of any third-party right, including any right of privacy, publicity rights or intellectual property rights;
7. any security incident, unauthorised access, or failure to protect information, arising from your acts or omissions or those of anyone acting for you;
8. any fine, penalty, assessment or cost imposed on us or on a Payment Partner by SBP or any other authority as a result of your acts or omissions; or
9. any other party’s access to or use of SadaBiz using your username, password, credentials or QR code.

28.2 This indemnity is in addition to, and does not limit, any other right or remedy we have under these Terms or at law, and it survives the closure of your SadaBiz Account.

29. Restrictions, suspension and closing your account

29.1 If we believe that (a) you have exposed us, other SadaBiz users, a Payment Partner or an Other Service Provider to any harm, damage or risk (including fraud or criminal acts); (b) your SadaBiz Account has been compromised or other security concerns exist; or (c) you have provided incomplete, incorrect, misleading or untrue information, we reserve the right:

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

29.2 In addition, we reserve the right to close your SadaBiz Account without notice and for any reason, which may include:

1. as required by applicable law, or by a court, regulator or law enforcement authority;
2. based on our evaluation of our risk and fraud appetite;
3. as required by a Payment Partner or Other Service Provider, or under their rules or as a result of a breach of them;
4. we discover that SadaBiz is not being used in accordance with applicable law, or is being used for illegitimate or fraudulent transactions;
5. we discover a material change in the nature of your business or in the goods or services you sell;
6. we discover that you have stopped carrying on the business you told us about, or that you are unable to evidence it;
7. we discover that your acts or omissions have affected our brand, image, reputation or goodwill, or that of a Payment Partner or Other Service Provider, or may otherwise cause harm or loss to the goodwill of a Payment Partner’s or Other Service Provider’s payment system;
8. you do not pay any amount due under these Terms, and the breach is not remedied within fourteen (14) days of notice;
9. on reviewing your due diligence we observe irregular or excessive transaction activity, refunds exceeding a reasonable threshold we have set, suspected fraudulent or illegitimate transactions, or any other factor which may affect your ability to comply with your obligations under these Terms;
10. you have breached these Terms and have not remedied the breach within fourteen (14) days in the case of a material breach, or thirty (30) days in the case of a non-material breach; or
11. you fail to provide information we consider necessary for risk assessment and due diligence, within five (5) days of our request.

29.3 You can terminate and close your SadaBiz Account at any time by making a request in writing through our in-app chat. We may decline to close your account until any outstanding amount has been paid, any Reversal Event has been resolved, and any Reserve has been dealt with under clause 23.3.

29.4 If your SadaBiz Account is terminated or closed for any reason:

1. you must immediately stop using SadaBiz, remove all QR codes and all of our and our Payment Partner’s branding from your premises and channels, and stop presenting any QR code to Payers;
2. all amounts you owe us become immediately due;
3. we will pay you any balance remaining after deducting everything you owe us and any Reserve we are entitled to retain; and
4. you continue to be bound by the provisions of these Terms which by their nature are intended to survive, including clauses 8, 11, 12, 20.5, Part D, and clauses 27, 28, 31 and 32.

29.5 We reserve the right, but have no obligation, to delete your SadaBiz data stored on our servers after the periods required by applicable law have expired.

Part F — Other things you should know

30. Changes to these Terms

30.1 We may make changes to these Terms from time to time and will notify you of the changes. If you do not agree with a change, you can let us know and we will close your account. We will 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 do not hear from you, we will assume you are happy with the changes.

30.2 Where a change is required by law, by a regulator, or by a Payment Partner or Other Service Provider, it may take effect immediately or on shorter notice, and we will tell you as soon as we can.

31. How to make a complaint

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

32. General

32.1 Notices. We may give you notice through the app, by email, by SMS, or by publishing it on our website, and any such notice takes effect when sent or published. You must give us notice through our in-app chat or at hello@sadapay.pk.

32.2 Assignment. We may assign or transfer our rights and obligations under these Terms, including to a Payment Partner or to any person to whom we transfer our business. You may not assign or transfer your rights or obligations without our prior written consent.

32.3 No partnership or agency. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship between you and us.

32.4 Waiver. If we do not enforce a right under these Terms, or delay in doing so, that is not a waiver of that right.

32.5 Severability. If any provision of these Terms is held to be invalid or unenforceable, the rest of these Terms will continue to apply.

32.6 Entire agreement. These Terms, together with our Terms of Service, Privacy Policy, Schedule of Charges and any product-specific terms we publish, are the entire agreement between you and us about SadaBiz.

33. Governing law

33.1 These Terms and any dispute in relation to your SadaBiz Account are governed by the laws of Pakistan and will be settled by the courts of the Islamabad Capital Territory.