General Terms & Conditions

1. THESE TERMS

   • These urpay Electronic Wallet Services Terms and Conditions (including all [Annexes and Payment Card Terms or other terms will be added as an annex to this Agreement.]] Policies) (together, referred to as the "Agreement"), shall apply when you register for a Wallet Account or use any of the urpay Wallet Services. 
   • In this Agreement, “you”, “your” and “their” refer to the user of the urpay Wallet Services and “urpay”, “we,” “us,” or “our,” refer to Global Digital Financial Solutions Company, the provider of the urpay Wallet Services. Further information regarding urpay is set out in section 2.
   • Agreement start date. This Agreement will take effect from the date that you register for a Wallet Account and indicate acceptance of the Agreement pursuant to these terms. The Agreement will continue unless and until you or we end the Agreement in accordance with the provisions of section ‏14.
   • Why you should read this Agreement. This Agreement tells you who we are, how we will provide the urpay Wallet Services to you, how you and we may change or end this Agreement, what to do if there is a problem and other important information. 

2. CONTACTING US

   • We are Global Digital Financial Solutions Company, a single person closed joint stock company registered in the Commercial Register of Riyadh, Kingdom of Saudi Arabia, under No. 1010679441 and having Unified ID No. 7021176180. We are an Affiliate of Al Rajhi Bank.
   • You can contact us by telephoning our Customer Support Team at 800 100 0081, or by writing to us using "Contact us" form available at the homepage of the website, Twitter: @urpay_sa or at our website: https://www.urpay.com.sa.
   • We may contact you by telephone, email, or other method in our discretion. 

3. DEFINED TERMS

   • The following terms shall have the meanings ascribed to them below wherever they appear capitalised in the Agreement, unless the context requires otherwise: 
     
   • "Affiliate" means an entity owned or controlled by us or any entity controlled by, in control of, or under common control with us.
     
   • "App" means the urpay electronic wallet services app made available and as updated by urpay from time to time that you may use to access and manage your Wallet Account. 
     
   • "Applicable Law" means all applicable national, state, local, municipal legislation, regulations, statutes, by-laws, consents and/or other law, orders, court rulings and any other instrument having the force of law as may be issued and in force from time to time (and any amendment or subordinate provisions) relating to or connected with the activities contemplated under this Agreement in the Kingdom of Saudi Arabia.
     
   • "Available Balance" means the amount labelled as such on the App reflecting the total amounts transferred to your Wallet Account within the Recharge Limit, and is the balance of funds you can use from your Wallet Account in accordance with this Agreement. 
     
   • "Business Day" means any day other than a Friday or Saturday or a public holiday in the Kingdom of Saudi Arabia. 
     
   • "Credentials" means your password and access keys that are set to allow you to access your Wallet Account via the App.
     
   • "Current Balance" means the amount labelled as such on the App reflecting the sum of your Available Balance and any other amounts transferred to your Wallet Account exceeding the Recharge Limit.
     
   • "Cut Off Time" means the last time for making or receiving payments under the relevant payment scheme on a given day.
     
   • "Device" means a smartphone, tablet or smart watch or any other device which is compatible for use with the urpay Wallet Services.
     
   • "International Remittance(s)" means transfer of funds from your Available Balance to a Receiver in a country other than the Kingdom of Saudi Arabia.
     
   • "Marketplace" means the marketplace made available by urpay to you which allows you to purchase Marketplace Products from Sellers.
     
   • "Marketplace Products" means all goods, products and/or services, including packaging, made available for purchase in the Marketplace. 
     
   • "Multiple Payment" means a payment authorization given by you to a merchant to charge your selected payment method variable amounts over a specified time period.
     
   • "Policies" means all applicable policies, notices, procedures, specifications, FAQs, guides and guidelines that are provided or made available to you, appear on the App or are referenced in this Agreement.   
     
   • "Recharge Limit(s)" means the limits of funds that you can transfer in a period of time to your Available Balance, as set by us from time to time, in your Wallet Account, including but not limited to recharge transfers, cash-in, reversals and any other forms of transfers into your Wallet Account. Currently, the recharge limit is SAR 20,000 per month.
     
   • "Receiver" means the person you specify via the App as the receiver of funds transferred via the International Remittance of the urpay Wallet Services. 
     
   • "Recurring Payment" means a payment authorization given by you to a merchant to charge your selected payment method at regular intervals for fixed or variable amounts over a specified time period.
     
   • "Remittance Intermediaries" means third party money transfer and transmission companies that power and service International Remittances as part of the urpay Wallet Services.
     
   • "SCB" means the Saudi Central Bank.
     
   • “SCB Guidelines” means the payment service provide regulatory guidelines issued by SCB dated January 2020, as amended from time to time.
     
   • "SAR" means Saudi Arabian Riyals.
     
   • "Seller" means a third party merchant that makes Marketplace Products available for You to purchase through the Marketplace. 
     
   • "Split Payment" means a payment authorization given by you to a merchant for the full amount of a single order containing more than one item, permitting the merchant to charge your selected payment method for each such item separately at the time the item or service is shipped or fulfilled.
     
   • "Supplemental Wallet Account" means a sub-Wallet Account that you may request subject to the availability of such option on the App.
     
   • "Tax" means and includes all forms of taxation (including value added tax) and statutory, governmental, supra-governmental, state, local governmental or municipal impositions, duties, contributions, deductions, withholdings and levies whether of the Kingdom of Saudi Arabia or elsewhere whenever imposed.
     
   • "Our Materials" means any software (including without limitation developer tools, sample source code, and code libraries), data, materials, content and printed and electronic documentation (including the Specifications and any integration guides) developed and provided by us or our Affiliates to you for download from the App. Our Materials do not include any software, data or other materials specifically made available by us or our Affiliates under separate license terms or that were created by a third party, including without limitation software provided under an open source license.
     
   • "Wallet Account" means the account you open with us for the use of the urpay Wallet Services.
     
   • "urpay Wallet Service(s)" means the urpay services that you may avail via the App including but not limited to using the electronic wallet to cash-in, pay for goods and services (including via the Marketplace), withdraw / redeem funds in your Wallet Account and transfer funds both within the Kingdom of Saudi Arabia and internationally. 
     

4. GENERAL – AVAILABILITY AND ELIGBILITY FOR URPAY WALLET SERVICES 

   • This Agreement sets out the terms on which urpay enables you register for a Wallet Account and use any of the urpay Wallet Services. 
   • Provision and language of the Agreement. A copy of the Agreement, as amended from time to time, is available to you via the App. You may also request that we provide a copy to you by email. This Agreement forms a legally binding contract between you and urpay. You can choose to have this Agreement provided to you in Arabic or in English and your relationship with us will be governed by the language version of the Agreement that you select.

   • Your eligibility. You may not use any Services and this Agreement will not be effective if:

     1. You are not at least 18 years old and able to form a binding contract with us; 
     2. Your Agreement is terminated or the provision of your Wallet Account and/or the urpay Wallet Services have been put on hold in accordance with the terms of this Agreement; or 
     3. You are a person barred from receiving the urpay Wallet Services or not permitted to make or receive payments relating to the urpay Wallet Services under the laws of the Kingdom of Saudi Arabia.

     If you do not meet these eligibility requirements you may not use the urpay Wallet Services and may not accept this Agreement.

   • Identification verification and anti money laundering and credit checks. We may require you to provide information to verify your identity or in order for us to carry out anti-money laundering and credit checks as a condition of providing the urpay Wallet Services to you or before we permit you to make payments or receive or redeem funds from your Wallet Account. If you are an existing customer of Al Rajhi Bank, you consent to us requesting that Al Rajhi Bank share your personal data with us for us to carry out such anti-money laundering and identification verification checks. If you would prefer that Al Rajhi Bank do not share your personal data with us, please inform us. In such circumstances, we may need to collect additional information directly from you in order to provide the urpay Wallet Services to you. We may also make, directly or through any third party, any inquiries we consider necessary to validate information that you provide to us, including without limitation checking commercial databases or credit reports. While we will take steps to verify the identity of our users, we cannot and do not guarantee any user identity.  
   • Security and your Credentials. Your mobile telephone number, biometric information and a password that you select will be used to access the App and for communications with you. You may also be prompted to answer several security questions or select other issued security access keys or credentials that may be used to enable access to the urpay Wallet Services and authorise transactions contemplated by this Agreement. You are responsible for maintaining the secrecy and security of your Credentials and should not disclose your Credentials to any third party. If any of your Credentials are compromised, you must notify us immediately by using the methods specified in section ‏2-2 above so that we can suspend use of your Wallet Account with the urpay Wallet Services in order to avoid unauthorized transactions. You will not be financially responsible for any use of your Wallet Account by an unauthorized person or for fraudulent transactions occurring before or after you properly notify us of the loss or compromise, unless
     (a) you have acted fraudulently or negligently; or
     (b) you did not take reasonable steps to keep your Credentials safe and secure. You must notify us through the methods described in section ‏2-2 above if you wish to request us to unblock your Wallet Account after any issues with the security of your Credentials has been resolved.
   • You will comply with all Policies. 
   • You acknowledge and agree that we may establish general practices and limits concerning the use of the urpay Wallet Services without prior notice to you, including without limitation individual or aggregate transaction limits on the value or number of transactions during any specified time period(s) and Recharge Limits. In addition to any applicable account limits and Recharge Limits, we may restrict transactions to or from your Wallet Account or limit access to your Wallet Account in such amounts and for such time as we reasonably deem necessary to protect us or other users if
     (a) we are subject to financial risk,
     (b) you have violated any term of this Agreement,
     (c) any dispute exists involving your Wallet Account or transaction conducted in connection therewith, or
     (d) needed to protect the security of our systems. 
   • We may restrict access to your Wallet Account while we complete any pending investigation or resolve a pending dispute. We also may hold the funds in your Wallet Account as required by law or court order or if otherwise requested by law enforcement or any governmental entity. For the facilitation of the foregoing, your Wallet Account will show the Current Balance and the Available Balance. You will only be able to use funds showing in your Available Balance for payments and transfers from your Wallet Account. Amounts in your Current Balance exceeding the Available Balance may not be used for payments and transfers from your Wallet Account and they will automatically and gradually be transferred to your Available Balance as soon as the Recharge Limit(s) permit doing so, otherwise, you may request the transfer of the full Current Balance to a bank account you own upon the closing of your Wallet Account. We may decline any request to load your Wallet Account while the Recharge Limits are reached.
   • urpay may change or suspend the provision of urpay Wallet Services, in whole or in part, as necessary to perform maintenance or updates to any of the urpay Wallet Services, or where urpay has any concerns about the manner in which you use such urpay Wallet Services. 
   • urpay will from time to time send you via the App messages on the various marketing and promotional messages. If you wish to stop receiving electronic commercials, please let us know. 

5. WALLET ACCOUNT

   • How you can use your Wallet Account 
     You can use your Wallet Account to:

     1. top-up your Wallet Account by transferring funds from a valid funding instrument such as your bank account, debit card or credit card, or using SADAD, approved third party payment platforms (for example, Apple Pay) or Al Mubasher (see section ‏7 below);
     2. transfer funds from your Available Balance to bank accounts held in the name of a third party (including third parties located outside of the Kingdom of Saudi Arabia) (see section ‏8 below); 
     3. authorize payments to merchants and billers (see section ‏9 below); 
     4. purchase Marketplace Products through the Marketplace (see section ‏10 below); 
     5. request International Remittances (see section ‏10-1 below);
     6. access the Saudi Arabian Riyal Interbank Express (SARIE) system so that you can transfer funds inter-bank which is subject to a transfer fee i.e., from your Wallet Account to an account held by a third party with a bank in the Kingdom of Saudi Arabia; 
     7. access the SADAD Payment System to pay bills; 
     8. make wallet to wallet transfers; and 
     9. receive a payment card [in accordance with the urpay Payment Card Terms and Conditions.] 
   • If you wish to cash-in or cash-out from your Wallet Account, you may do this through one of the valid funding instruments detailed in section ‏1-1‌أ) above, or such other valid funding instrument as we may determine from time to time. The funding instrument must be associated with a billing address in the Kingdom of Saudi Arabia.
   • We treat all activities in respect of a Wallet Account to be yours. You must only use the urpay Wallet Services to transact on your own account and not on behalf of any other person or entity. 
   • Your Wallet Account is an e-money account. You acknowledge that your Wallet Account is not a bank account. There is no overdraft facility available on your Wallet Account. 
   • You acknowledge and agree that we may stop providing the urpay Wallet Services to you as provided in the Agreement. You may stop using the urpay Wallet Services at any time. Further details on how you or we may bring this Agreement to an end are set out in section ‏14 below. 
   • Your Transaction History
     We will provide you with a history of the transactions that you make under this Agreement at least once per month free of charge, including details of the amounts, the fees, charges and commissions, the dates and times of execution and the reference numbers for each transaction.
     
   • Funding, payments and transfers are displayed in your Wallet Account and you should check your Wallet Account balance and transaction history regularly. You should report any irregularities or clarify any questions you have as soon as possible using the methods specified in section ‏2-2 above.
     
   • Prohibited Payments 
     We reserve the right to impose acceptable use terms in relation to the operation of your Wallet Account and the provision of any urpay Wallet Services including the prohibition of certain categories of transactions for example payments in relation to gaming, cryptocurrencies and all other virtual currencies by specifying these on the App. We will notify you in the event that we impose such terms in relation to your Wallet Account at least thirty (30) days before the terms are implemented.  
     
   • You must not use your Wallet Account for any illegal purposes including without limitation fraud and money laundering. If you conduct or attempt to conduct any transaction in violation of these prohibitions we reserve the right (at our sole discretion) to
     (a) reverse the transaction,
     (b) close or suspend your Wallet Account,
     (c) report the transaction to the relevant law enforcement agency and/or
     (d) claim damages from you.
     
   • When we may refuse or delay your transactions
     We may refuse to execute any transactions or orders or other use of the urpay Wallet Services if we have reasonable grounds to suspect fraud, a breach of the Agreement by you or a violation of law. Transactions may also be delayed due to our or a third party's compliance with obligations under applicable anti-money laundering legislation, including if we or the relevant third party suspect a transaction involves fraud. In the event that we refuse to execute a transaction or order or other use of the urpay Wallet Services, you will be notified and we will provide you with objectively justifiable reasons for the refusal, unless it is unlawful for us to do so, or would compromise reasonable security measures.
     
   • Supplemental Wallet Accounts
     We may open a Supplemental Wallet Account at your request for the use of your dependents under the age of 18.  You will be fully responsible for the use of any Supplemental Wallet Account which we will treat as forming part of your Wallet Account.
     

6. PAYMENT CARDS

   • Upon setting up your valid and active Wallet Account, we may automatically issue for you a payment card linked to your Wallet Account. You hereby agree and accept that we issue such payment card automatically. 

   • Your payment card(s) will not be valid unless you activate such payment card [in accordance with the urpay Payment Card Terms and Conditions]. You are free to decide whether you activate and accept the payment cards or not. 
   • This section ‏6 shall apply to any payment cards issued in respect of your Supplemental Wallet Accounts, if any.

7. TOPPING UP YOUR WALLET AND RECEIVING PAYMENTS

   • Where you elect to top up your Wallet Account or receive any payments, you agree to comply with the following terms of this section. 

   • Funds paid by you or a third party will be credited to your Wallet Account on the Business Day they are received.  If we receive funds after the Cut Off Time on a Business Day or on a day that is not a Business Day, funds will be deemed to have been received on the next Business Day. We shall not be responsible for the funds until they are received by us.
   • In the event that the funds are subject to a reversal, we will deduct such reversed transaction from the balance of your Wallet Account. If your Wallet Account balance is insufficient to cover the reversal, we reserve the right to require repayment from you.
   • You should regularly reconcile incoming payments with your own records. You should be aware that the crediting of funds to your Wallet Account does not mean that these transactions cannot be reversed. We reserve the right to reverse a payment where the payer or the payer’s bank or payment service provider has reversed (or is reasonably likely to reverse) a payment to your Wallet Account.
   • All payments to us must be ascribed a clear and complete reference so that we can credit the funds into your Wallet Account. Further details as to what references must be used are set out on the App. 
   • It is your responsibility to ensure that accurate, complete and correct references are ascribed for each incoming payment you make into your Wallet Account so that we can credit the funds into your Wallet Account. If no reference or an incorrect reference is provided then we will not be able to credit your Wallet Account. In such cases, we will not be liable for any loss you incur, although we will use reasonable efforts to investigate and credit or return incorrect and inaccurately referenced payments into or from your Account.
   • We will provide you, after the execution of a payment credited to you, with the following information:
     (a) a reference to enable you to identify the payment transaction and where appropriate the payer and any information transferred with the payment transaction,
     (b) the amount of the payment transaction in the currency in which the funds are at your disposal;
     (c) the amount of fees or charges for the payment transaction payable by you;
     (d) the exchange rate used in the payment transaction by Us; and
     (e) the date on which the payment transaction was credited to your account.

8. SENDING PAYMENTS 

   • Where you elect to send a payment from your Wallet Account, you agree to comply with the following terms of this section. 

   • We will consider any instruction for a payment transaction to have been authorised by you once you have given us consent to carry it out. You consent to making a payment by following the on-screen prompts when using the App. 
   • Sending payments from your Wallet Account means either making payments from your Wallet Account to third party beneficiaries, instructing funds in your Wallet Account to be transferred to another account in your name with a third party or withdrawing funds in cash.
   • All payment instructions must be made through the App. It is your responsibility to ensure that accurate, complete and correct payment instructions for the beneficiary of a payment (including payments to yourself) are provided to us through the App.
   • If you provide incorrect beneficiary details we will not be liable for any loss you incur, although we will use reasonable efforts to assist you in the recovery of your payment. We reserve the right to charge you a fee to cover our reasonable costs for doing this. If we are unable to recover the funds on your behalf, we will, on receipt of a written request from you, provide to you all available relevant information in order for you to attempt to claim repayment of the funds at no extra cost.
   • You are required to provide us with any additional information that we request relating to a payment within two (2) Business Days of our request. You consent to us including your full name, address and account number (and any other details as are required to enable us to comply with our anti-money laundering procedures) on the payment details to be sent to the beneficiary's bank or payment service provider.
   • You may revoke or cancel a payment instruction for a future outgoing payment transaction at any time prior to payment execution through the App. You are responsible for confirming via the App that a payment instruction has been received and processed by us. we are not liable for any loss in circumstances where erroneous duplicate payment instructions are sent by you.
   • If we receive a payment instruction by the Cut Off Time on a Business Day, your payment instruction will be deemed to have been received by us on that Business Day. If your payment instruction is received after the Cut Off Time or on a day that is not a Business Day, your payment instruction will be deemed to have been received on the next Business Day. 
   • After the receipt of a payment instruction, we will provide you with:
     (a) a confirmation of the successful or unsuccessful initiation and execution of the payment instruction,
     (b) a reference number to track the status of the payment instruction,
     (c) the amount of the payment instruction, any related fees or charges, including the actual currency and conversion rates used, and withdrawal charges, where applicable; and
     (d) the date on which we received the payment instruction. We will ensure that all payment instructions that we send to you or third party beneficiaries under your instructions are accompanied by the information required in accordance with the SCB Guidelines. 
   • You must notify us by telephone or in writing as soon as is reasonably practicable after you become aware of any unauthorised or incorrectly executed payments.  In order to claim a refund for an unauthorised or incorrectly executed payment transaction on your Wallet Account you must notify us without undue delay after becoming aware of the unauthorised or incorrect transaction. We will not be liable for incorrectly executed payments where you have failed to provide prompt notice of such matters. We will use reasonable efforts to recover the funds from the incorrect recipient of the funds and the recipient’s payment service provider. 

9. MAKING PAYMENTS

   • Where you elect to make a payment to a merchant using your Wallet Account, you agree to comply with the following terms of this section. 

   • The urpay Wallet Services permit you to authorize payments to merchants (including Sellers) and billers directly. The actual payment will not be completed until the merchant or service provider processes your payment authorization with us. A merchant or service provider may delay processing your authorization. The payment authorization will be held with us until the transaction is completed.
   • You may preauthorize merchants or billers to charge your selected payment method using Recurring Payment, Multiple Payment or Split Payment, as you may be prompted via the App and upon such request being initiated by a merchant. Multiple Payment may be used only for multiple payments which are not Recurring Payments. You may cancel or stop a Recurring Payment or a Multiple Payment at any time via the App or if you need any assistance by contacting our customer support centre. The charges applied by a merchant for a Split Payment may not exceed the full amount of the order you agreed to pay.
   • You are entitled to a refund of the full amount of any payment transaction authorized by you and initiated by or through a merchant, provided the following conditions have been met
     (a) the authorization given to the merchant did not specify the exact amount of the transaction at the time the authorization was made,
     (b) the amount of the transaction exceeded the amount that you could reasonably have expected, taking into account your previous spending patterns and this Agreement, and
     (c) you make the request for a refund as soon as possible and within the timeframe notified to you by us. We reserve the right to request further information to ascertain whether these conditions have been satisfied. If you receive a refund for a purchase but you fail to return the product to the merchant, we may charge you for the product consistent with the original order.
   • In case of a non-executed or defectively executed transaction, we will rectify the error subject to the terms of this Agreement. In this case, we will refund your Wallet Account with the amount of the non-executed or defectively executed transaction without undue delay and take any other action necessary to restore the account in the state in which it would have been had the defective transaction not taken place. We will make efforts to trace the transaction and will notify you of the outcome.

10. MARKETPLACE 

    • Where you elect to use the Marketplace, you agree to comply with the following terms of this section. 

    • You can access the Marketplace via the App. On accessing the Marketplace through the App, you will be directed to an external website hosted and maintained by us. 
    • We provide the Marketplace for you to negotiate and complete transactions for Marketplace Products and we allow Sellers to list and sell Marketplace Products through the Marketplace. When you purchase a Marketplace Product, you will receive a message via the App confirming the identity of the Seller. While we help facilitate transactions that are carried out in the Marketplace, we are neither the buyer nor the seller of the Seller's items which are made available through the Marketplace. Accordingly, the contract formed at the completion of a sale for any Marketplace Products is solely between you and the Seller. We are not a party to this contract nor do we assume any responsibility or liability arising out of or in connection with such contract. We do not act as the agent of the Seller. 
    • The Seller is responsible for the sale of the Marketplace Products and for dealing with any claims that you may have or any other issue arising out of or in connection with the contract between you and the Seller. You should contact the Seller directly if you wish to make any claims and/or complaints in respect of Marketplace Products that a Seller has provided to you.
    • On request, we will provide you with support to contact the Seller and provide you with reasonable assistance in settling any complaint or dispute that you may have with a Seller. 
    • All Marketplace content including, but not limited to, texts, graphic designs, logos, buttons icons, codes, audio tracks, and digital content (including all intellectual property rights contained therein) in the Marketplace are solely owned by us and/or the Sellers (as applicable) and no ownership rights will be granted to you by your use or access to the Marketplace. 

    • In accessing the Marketplace, you shall not:

      1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Marketplace;
      2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Marketplace; 
      3. do anything that would negatively impact any other user of the Marketplace;
      4. access all or any part of the Marketplace in order to build a product or service which competes with the Marketplace; or 
      5. allow any third party to access the Marketplace through your Wallet Account.

      If you breach the terms of this section ‏10-7, we reserve the right to suspend your access to the Marketplace immediately.
      

    • You may post reviews, comments, and other content, send communications and submit suggestions, ideas, comments, questions, or other information in the Marketplace, so long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringes intellectual property rights (including publicity rights), or otherwise injurious to third parties or objectionable, and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam" or unsolicited commercial electronic messages. If you breach the terms of this section ‏10-8, we reserve the right to suspend your access to the Marketplace immediately. 
    • We may delete from the Marketplace any content that violates any applicable laws and/or regulations of the Kingdom of Saudi Arabia. 
    • We will do our utmost to ensure that availability of the Marketplace will be uninterrupted and that transmissions will be error-free. However, due to the nature of the internet, this cannot be guaranteed. Your access to the Marketplace may also be occasionally suspended or restricted to allow for repairs, maintenance, or the introduction of new facilities or services. We will attempt to limit the frequency and duration of any such suspension or restriction.
    • We will take all reasonable steps to ensure that the Marketplace is secure. If the Marketplace is subject to a security breach which affects your rights or personal data, we will notify you of this security breach within three (3) days from the date that we become aware of the security breach and we shall provide you with information regarding the scope of the security breach and its effects, and the measures we have taken to remedy it.

11. INTERNATIONAL REMITTANCES 

    • You may transfer funds from your Available Balance through International Remittances. You hereby acknowledge and agree that the urpay Wallet Services is powered and serviced by Remittance Intermediaries and such International Remittances will be subject to special terms and conditions as described below:

      1. Unless applicable law in the destination country you specify for a Receiver requires otherwise, you will bear all fees, charges, local taxes, exchange fees, and any other fees and charges of whatever nature for International Remittances. 
      2. Where possible, charges for International Remittances will be shared with you on the App prior to the completion of the transfer order.  You acknowledge that such charges cannot always be calculated in advance. On requesting a transaction order, we will promptly share with you the applicable charges relating to the transaction. 
      3. In the event you cancel a transaction, or a transaction is declined or for any other reason reversed, transaction fee and charges in relation to any International Remittances are non-refundable and therefore will not be returned to your Wallet Account. You are therefore advised to ensure that your requests for International Remittances are carefully reviewed before submission via the App.
      4. Remittance Intermediaries may be prohibited from completing an International Remittance transaction by applicable law, including laws administered by the US Treasury Department’s Office of Foreign Assets Control (OFAC) and the European Union. 
      5. International Remittances are normally paid out in the currency of the destination country. If the currency that you select is not the currency to be received by the Receiver, the amount of the International Remittance will be converted at the then current rate of the destination country and as we may determine from time to time, in addition to the applicable transfer fee. Such currency conversion will be made at the time of making the transfer and the Receiver will receive the converted foreign currency amount. Where local regulations at the destination country require, the currency of the International Remittance must be converted at the time the International Remittance is paid out to your Receiver, in which case the exchange rate and any amounts related to your International Remittance may be subject to exchange rate fluctuations between the time of transfer and the time your Receiver collects the corresponding funds. In countries that provide payment in multiple currencies, you must select the currency of payment to the Receiver.  The transfer fee that the Remittance Intermediaries make when changing the funds into foreign currency may vary based upon the payment currency you selected.
      6. With respect to International Remittances from your Wallet Account to another bank account, where available, you are liable for any additional fees applicable where the Receiver's account is not in the local currency or if you choose to complete a transaction in currency other than the local currency, or where local regulations in the destination country require the currency to be converted at the time the Receiver is paid, the Receiver's receiving institution may, at its discretion, convert the funds at its own exchange rate or reject the transaction.  The exchange rate applied may be less favourable than some publicly reported commercial exchange rates used in transactions between banks and other financial institutions.
      7. Remittance Intermediaries will refund the principal amount of an International Remittance (at the applicable exchange rate in effect at the time the refund is made) upon your request via the App when possible or if payment to the Receiver is not made or credited within 45 days. Transfer fees and charges are not refundable.  To the extent allowed by law, we and Remittance Intermediaries may deduct an administrative charge from International Remittances that are not picked up within one year of the send date.
      8. We and the Remittance Intermediaries do not guarantee the delivery or suitability of any goods or services paid for by means of International Remittance. In no event shall we or any Remittance Intermediary be liable if you communicate transactional data to any person other than the Receiver or if your Receiver communicates such transactional data to any other person. We are not responsible for any delay in the completion of an International Remittance transaction resulting from any cause whatsoever, including (without limitation) from: (i) a transaction exceeding any amount limitations, and/or (ii) regulatory restrictions or other restrictions.  In no event shall we or any Remittance Intermediary be liable for damages for delay, non-payment or underpayment of an International Remittance, or non-delivery of any supplemental message, whether caused by negligence on the part of their employees or representatives or otherwise, other than refunding the principal amount of the International Remittance. 
      9. In no event shall we or Remittance Intermediaries be liable for: (i) any fees, exchange rates used for conversion to non-local currency, (ii) acts or omissions of the destination or intermediary financial service providers, (iii) any losses resulting from any charges or fees being applied to your International Remittance transaction, or (iv) any indirect, special, incidental, or consequential damages.

12. URPAY WALLET SERVICES IMPLEMENTATION

    • To use the urpay Wallet Services, you must complete all required information elements on our registration process and open up a Wallet Account with us. If You do not meet our eligibility requirements, you may not be able to register and open a Wallet Account with us or your use of the urpay Wallet Services will be limited. 

    • Information requirements. All information that you provide during the registration process must be current, complete and accurate. You must update registration information promptly upon any changes so that it remains complete and accurate at all times. You agree to promptly provide any information or documents that we may require (for example, to verify your identity) or that may be required by law or our financial institutions to provide the urpay Wallet Services.

    • You will comply with any technical and operational specifications provided or made available by us with respect to the urpay Wallet Services (the “Specifications”). We will provide you with thirty (30) days prior notice of any changes to the Specifications and the terms of section ‏20-3 below shall apply. 

    • Modifications. We may make modifications, updates or upgrades to the urpay Wallet Services and/or Our Materials and we will notify you of such modifications, updates or upgrades (as applicable) at least thirty (30) days in advance of such changes and the terms of section ‏20-3 below shall apply. In such circumstances, you will test and, if necessary, modify your web App or service to ensure that it continues to operate properly with the then-current version of the urpay Wallet Service.

    • Devices. You will need an eligible Device in order to use the urpay Wallet Service. You can request a list of eligible Devices by contacting us using one of the methods set out in section 2.2 above. Devices that have been unlocked in an unauthorised fashion or otherwise modified may not be eligible to use the urpay Wallet Services. 

    • Complaints. If you wish to make a complaint about the urpay Wallet Services or the Marketplace, you can make a complaint by notifying our Customer Support Team as per section 2.2 above. We will ensure that all complaints are handled and addressed in a fair and timely manner. We will communicate with you regarding your complaint within a period of seven (7) calendar days from the date of receipt (unless you notify us that the complaint has been resolved). We will respond to you with a decision regarding your complaint within fourteen (14) calendar days from the date we receive the complaint. 

13. FEES AND PAYMENT TERMS

    • You agree to pay all applicable fees whenever you use the urpay Wallet Services either directly with Us, our Affiliates or via the Marketplace. We will notify you of the applicable fees from time to time but prior to you authorising a payment transaction. If you request any International Remittances, you will also be responsible for any associated fees and charges in accordance with section ‏10-1 of this Agreement. 

    • We reserve the right to change our fees at any time. Fees are assessed against the amount of the transactions, including all applicable charges (e.g., shipping, taxes, etc.). All e-money and all fees, charges, and payments collected or paid through the urpay Wallet Services are denominated in SAR. All changes to fees will be notified by urpay to you via email or the App, as urpay may determine at its sole discretion and in accordance with the terms of section  ‏20-3 by giving at least thirty (30) days’ prior notice. 

    • To the extent permitted by law, if there are any outstanding amounts payable to us, you hereby authorise us to automatically deduct from your Wallet Account the outstanding amount of any fees or other sums you may owe us under this Agreement. If you owe us an amount that exceeds the Balance on your Wallet Account, we may charge or debit the funding instrument or you will pay us the full amount of the outstanding upon receipt of an invoice from us for such amounts. You will be liable for and pay us upon invoice all costs associated with collection in addition to the amount collected. 

    • In the event there is an error in the processing of any transaction, you authorise us to initiate debit or credit entries to your Wallet Account to correct such error, provided that any such correction is made in accordance with Applicable Laws. 

    • You are responsible for determining any and all Taxes and duties assessed, incurred, or required to be collected, paid, or withheld for any reason in connection with any request for or performance or use of the urpay Wallet Service, your use of the App, the sale or purchase of any products or services, or otherwise in connection with any action, inaction, or omission by you. You also are responsible for collecting, withholding, reporting, and remitting correct Taxes to the appropriate tax authority. We and our Affiliates are not obliged to determine whether Taxes apply and are not responsible for calculating, collecting, reporting, or remitting any Taxes to any tax authority arising from any transaction.

14. TERM AND TERMINATION

    • This Agreement will commence on when it becomes effective pursuant to the terms above and, will continue until terminated in accordance with the provisions set out herein. 

    • You may terminate this Agreement at any time by contacting our Customer Support Team as per Section 2.2 above and closing your Wallet Account. Upon closure of your Wallet Account, any pending transactions will be cancelled. 

    • We reserve the right to refuse to provide or discontinue the urpay Wallet Services to any person or entity at any time for any reason.

    • We may terminate the Wallet Services and this Agreement, for any reason at any time by providing prior written notice to you. Without limiting the foregoing, we may also suspend the urpay Wallet Services and block access to your Wallet Account in accordance with section ‏15.

    • If after termination of the Agreement there are funds in your Wallet Account, upon your request, we will redeem the full amount of the outstanding e-money. You may request redemption of your funds to be provided in cash or by transfer to your bank account (in which case you will need to provide us with your bank account details).  We will process your redemption request within one (1) month of receipt of your request. We will do our best to provide redemption of the funds on your Wallet Account by the method you have chosen; however, we retain a discretion to determine the method to be used based on the amount of funds that you hold. 

    • We will not be liable to you for compensation, reimbursement, or damages of any kind, direct or indirect, including damages on account of the loss of prospective profits, anticipated sales, goodwill, or on account of expenditures, investments, or commitments in connection with your use of the urpay Wallet Services, or in connection with any termination or suspension of the urpay Wallet Services. Upon termination of this Agreement for any reason:
      (a) you will remain liable for all fees, charges and other payment obligations that have been incurred before the date of termination with respect to the urpay Wallet Service,
      (b) your access to the App will be terminated, and
      (c) you will no longer be able to make any purchases on the Marketplace.  

    • Any payment obligations under this Agreement that have been incurred before the date of termination and any other terms which by their nature are intended to survive the termination of this Agreement, shall survive and remain in effect upon the termination of this Agreement.

15. SERVICE AND ACCOUNT SUSPENSIONS

    • We may suspend the urpay Wallet Services and block access to your Wallet Account (including without limitation the funds in your Wallet Account) if: 

      1. you have violated the terms of this Agreement; 
      2. we determine that you pose an unacceptable credit or fraud risk to Us;
      3. you provide or have provided false, incomplete, inaccurate, or misleading information (including without limitation any registration information) or otherwise engage in fraudulent or illegal conduct; 
      4. we have security concerns regarding your Wallet Account, including your Credentials; or 
      5. we suspect unauthorized or fraudulent use of your Wallet Account or any payment information in your Wallet Account. 

      In such cases we will inform you of the suspension of your Wallet Account and the reasons for it, where possible, before the suspension and at the latest immediately thereafter, unless we determine giving such information would compromise security concerns or is prohibited by Applicable Law. We will reactivate your Wallet Account or Credentials, or replace it or them (as applicable), once we have resolved the reasons for suspension. You must notify us through the methods specified in section 2.2 above if you wish to request us to reactivate your Wallet Account.
      

16. DATA PROTECTION

    • We use your personal data in the manner set out in our Privacy Policy and as further described in this Agreement. Our Privacy Policy is available in the App and the Marketplace. 

    • By using the urpay Wallet Service, the App and/or the Marketplace, you consent to the collection and use of your personal data in the manner set out in the Privacy Policy. 

    • If we decide to change our Privacy Policy, we will post those changes on the Privacy Policy page so that you are always aware of what information we collect, how we use it and under what circumstances we disclose it. You should check the Privacy Policy frequently for changes. 

    • We will protect your personal data and maintain its confidentiality including where it is held by an agent or third party on behalf of us and ensure that we have in place and maintain adequate policies, procedures and controls.  We will not disclose your personal data unless:
      (a) required to do so by applicable laws and regulations, by SCB or other competent authority in the Kingdom of Saudi Arabia, or
      (b) the disclosure is made with your prior written consent. 

    • We will have in place and maintain adequate policies, procedures and controls, as well as employee awareness training, to protect your personal data and to identify, act to prevent and resolve any information security breaches.

17. WARRANTIES

    • Each party represents and warrants that it has full power and authority to enter into the Agreement.

    • You warrant to us that: 

      1. you are eligible to register and use the urpay Wallet Services and have the right, power, and ability to enter into and perform under this Agreement; 
      2. the name identified by you when you registered is your name; 
      3. any sales transaction submitted by you will represent a bona fide sale by you as described on the App or in the Marketplace;
      4. you will only use the urpay Wallet Services to transact on your own account and not on behalf of any other person or entity; 
      5. you and all transactions initiated by you will comply with all applicable laws, rules, and regulations, including any applicable tax laws and regulations;
      6. you will not use the urpay Wallet Service, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the urpay Wallet Service; 
      7. you are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority.

    • We and our Affiliates (and their licensors) make no express warranties or representations with respect to the provision of the urpay Wallet Services. In particular, we, and our Affiliates (and their licensors) do not represent or warrant to you that your use of the urpay Wallet Services will meet your requirements or that the operation of the Services will be uninterrupted, virus-free, secure or error-free or that any information obtained by you as a result of your use of the Services will be accurate or reliable. 

    • No conditions, warranties or other terms (including any implied terms as to satisfactory quality, fitness for purpose or conformance with description) apply to the urpay Wallet Services or Marketplace except to the extent that they are expressly set out in this Agreement.

18. LIABILITY

    • Nothing in the Agreement will exclude or limit either party’s liability for fraud, fraudulent misrepresentation or any other liability which may not be lawfully excluded or limited by Applicable Law.

    • Subject to section ‏18-1 above, we, and our Affiliates (and its licensors), will not be liable to you for any:

      1. economic losses (including, without limitation, loss of revenues, profits, contracts, data, business, anticipated savings);
      2. cost of substitute services; 
      3. loss of goodwill or reputation; or
      4. special, indirect or consequential losses,

      suffered or incurred by you arising out of or in connection with this Agreement, in any case, whether or not such losses were within the contemplation of the parties at the date of this Agreement.
      

    • Subject to section ‏18-1, our total liability arising out of or in connection with this Agreement will be limited to no more than an amount equal to Fees paid and/or payable by you for the preceding twelve (12) month period of the year in which the cause of action giving rise to the liability arose, or such prorated amount if the urpay Wallet Services have been provided for a period less that twelve (12) months. 

    • Subject to section ‏18-1 above, urpay and our Affiliates (and their licensors), will not be liable to you for any loss or damage which may be incurred by you as a result of:
      (a) any reliance placed by you on the completeness, accuracy or existence of any advertising, or as a result of any relationship or transaction between you and any advertiser or sponsor whose advertising appears on the App or the Marketplace,
      (b) any change which we may make to the urpay Wallet Services, the App or the Marketplace, or any permanent or temporary cessation or suspension in the provision of the urpay Wallet Services (or any features within the urpay Wallet Services) or the Marketplace,
      (c) malfunction of the urpay Wallet Services, the App or the Marketplace,
      (d) the deletion of, corruption of or failure to store any communications data maintained or transmitted by or through your use of the urpay Wallet Services, the App or the Marketplace,
      (e) your failure to provide us with accurate account information,
      (f) any fraudulent use of the urpay Wallet Services by you;
      (g) any delay or failure to comply with our obligations under this Agreement if the delay or failure arises from any cause which is beyond our reasonable control; or
      (h) our termination or suspension of the urpay Wallet Services in accordance with section ‏14-6.

19. INDEMNITY

    • You will indemnify, defend and hold harmless urpay, our Affiliates and/or any financial service provider with whom urpay has an agreement in relation to or in connection with the urpay Wallet Services (the "Indemnified Persons") harmless from and against any and all third party claims brought against any Indemnified Persons and all liability, loss and expenses (including damage awards, settlement amounts, and reasonable legal fees) incurred or suffered by the Indemnified Persons, arising out of or in connection with:

      1. any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement, including without limitation any violation of our Policies; 
      2. any actual or alleged infringement, misappropriation or violation of any third-party rights (including intellectual property rights) or Applicable Law; 
      3. any transaction submitted by you through the urpay Wallet Service;
      4. your negligence, strict liability or intentional misconduct; and/or 
      5. your use of the urpay Wallet Services or Marketplace otherwise than as permitted by this Agreement. 

20. GENERAL PROVISIONS

    • This Agreement, constitutes the entire agreement between the parties in relation to its subject matter and supersedes any previous contracts or arrangements of any kind between the parties relating to its subject matter. Except as expressly stated otherwise in this Agreement, no modification or amendment of this Agreement will be binding on us unless set forth in writing and signed by us.
    • Communications with us. When you visit the App or send e-mails to Us, you are communicating with us electronically. We communicate with you via the App and the e-mail address we have on file for you. By registering for the urpay Wallet Services and accepting the terms of this Agreement, you affirmatively consent to receive notices electronically from us. We may provide all communications and information related to the urpay Wallet Services and your Wallet Account, including without limitation agreements related to the urpay Wallet Service, amendments or changes to such agreements or any Policies, disclosures, notices, transaction information, statements, responses to claims and other customer communications that we may be required to provide to you by law (collectively, “Communications”) in electronic format. Communications may be posted to the App or sent by e-mail, and all such Communications will be deemed to be in “writing” and received by and properly given to you. You are responsible for printing, storing and maintaining your own records of Communications, including copies of this Agreement. This condition does not affect your statutory rights, including the right to request a copy of this Agreement. 

    • Amendments. urpay is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that urpay may provide a new service from time to time by providing you with notice in accordance this section of the Agreement. Should you wish to use such new service(s), their respective terms and conditions apply. In addition we may: 

      1. modify the terms of this Agreement, the Specifications, any Policy, or the features of the urpay Wallet Services at any time. Save for any material amendments or changes to the Marketplace (see section ‏20-3‏‌ب) below), we will provide you with at least thirty (30) days’ notice before making any changes, unless: (a) the change needs to be implemented sooner in order to comply with the laws and/or regulations of the Kingdom of Saudi Arabia; or (b) the changes should be implemented with immediate effect for the best interest of you and us. In such circumstances we will notify you as soon as possible. We will notify you of changes through the App. If you do not agree to any change to this Agreement, the Specifications, any Policy or feature of the urpay Wallet Service, you may terminate this Agreement and close your Wallet Account without charge to you for such termination. You will be deemed to accept the changes to Policies, the Specifications, this Agreement, or the features of the urpay Wallet Services (as applicable) if you do not terminate this Agreement by the date which is thirty (30) days from the date that we notified you of the change. 
      2. make amendments or changes to the Marketplace at any time. We will inform you of any material amendments or changes that we make to the Marketplace by posting details of the amendment or change in the App. We will provide you with at least seven (7) days’ notice before the date the amendment or change takes effect unless (a) the amendment or change needs to be implemented sooner in order to comply with the laws and/or regulations of the Kingdom of Saudi Arabia; or (b) the amendment or change should be implemented with immediate effect for the best interest of you and us. In such circumstances we will notify you as soon as possible. We will notify you of changes through the App.
    • Assignment. You may not assign or transfer any rights, obligations, or privileges that you have under this Agreement without our prior written consent. Subject to the foregoing, this Agreement will be binding on each party’s successors and permitted assigns. Any assignment or transfer in violation of this section will be deemed null and void.
    • Waiver. To be effective, any waiver by a party of any of its rights or the other party’s obligations under this Agreement must be made in a writing signed by the waiving party. No failure or forbearance by either party to insist upon or enforce performance of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement or otherwise constitutes a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision, right, or remedy in that or any other instance; rather, the same will be and remain in full force and effect.
    • Severance. If any portion of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect and, upon our request, the court will construe any invalid or unenforceable portions in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from this Agreement and the rest of the Agreement remains in full force and effect.
    • Governing law and jurisdiction. This Agreement shall be governed by and construed in accordance with the laws and regulations of the Kingdom of Saudi Arabia.  Any dispute arising out of this Agreement shall be submitted to the Committee for the Banking Disputes operating under the SCB.
    • Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter of this Agreement, and supersedes and cancels all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter of this Agreement. Except as expressly provided above, no modification or amendment of this Agreement will be binding on us unless set forth in writing and signed by us.
    • By selecting the "Continue" tab at the starting screen, you confirm that you have read this Agreement, you agree to all terms, conditions, and notices contained or referenced in this Agreement and you provide your express consent to the same.