Latest update: 01/03/2024
1. ACCEPTANCE OF TERMS
1.1 These Terms and Conditions govern the financial technology services provided to you by Pemo Payments Service Provider L.L.C., referred as "Pemo", "us", "we" or “our”, on Pemo’s Web and Mobile applications (the “Platform”) (the “Services”). Pemo Payments Service Provider L.L.C. is a private limited company incorporated in the United Arab Emirates with registered number 1081638 and registered address at office no. 09-124, 8th & 9th Floor, The Office 4, We Work, One Central, Dubai World Trade Centre, Dubai, United Arab Emirates.
1.2 By signing up for our Services, or by downloading, installing or otherwise accessing or using the Platform, you agree that you have read, understand, and accept these terms and conditions (the "Terms and Conditions") and you agree to be bound by these Terms and Conditions and all terms, policies and guidelines incorporated in the Terms and Conditions by reference including our Privacy Policy. If you do not agree to these Terms and Conditions, please refrain from using our Platform.
2. DESCRIPTION OF SERVICES
2.1 We provide the following Services:
2.2 You acknowledge and agree that we are not an accounting service and that we are not responsible for checking the accuracy and correctness of your data.
2.3 We reserve the right to modify or discontinue any part of the services.
3. YOUR PEMO ACCOUNT AND SUBSCRIPTION FEES
3.1 To access certain features of the Platform and utilize the Services, you are required to create an account (a "Pemo Account"). Only businesses and individuals conducting a legitimate business activity are eligible to apply for a Pemo account and use the Services described in these Terms and Conditions. You confirm you are an authorised signatory for the business you represent. You are fully responsible for all activity that occurs under your Pemo Account, including for any actions taken by persons to whom you have granted access to the Pemo Account either knowingly or unknowingly.
3.2 To register for a Pemo Account, you or the person submitting the application (your "Representative") must provide us with your business or trade name, physical address, email, phone number, business identification number, URL, the nature of your business or activities, and certain other information about your business that we may require. We may also collect personal information (including name, date of birth, and government-issued identification number) about your beneficial owners, principals, directors, and your Pemo Account administrator. You must use your and your business’ true and accurate name when signing up for a Pemo Account. Until you have submitted, and we have reviewed and approved all required information, your Pemo Account will be available to you on a limited basis only, and we may terminate your Pemo Account at any time and for any reason, including but not limited to failure to provide satisfactory KYC documentation.
3.3 Depending on the Subscription Plan you have elected, we charge subscription fees for the use of the Services (“Subscription Fees”). You will be billed periodically via any billing method that we may from time to time decide to implement. Should automatic billing fail to occur for any reason, we will contact you. Thereafter you must provide a valid payment method within 5 business days. Should you fail to pay or to correct your billing details within such a period, we reserve our rights to terminate the Service and recover any outstanding debt.
3.4 We may at our sole discretion change the fees and charges in effect or add new fees and charges from time to time, unless otherwise agreed. You will be notified 30 days in advance if regular charges increase and be given the option to opt out of the Service.
3.5 You may cancel your Pemo Account at any time. If you cancel your Pemo Account, your recurring billing schedule will be ended and no cancellation fee shall be levied, however, you will be charged for the month of your cancellation and any outstanding months for which payment has not been received.
4. SECURITY AND USE OF YOUR PEMO ACCOUNT
4.1 You are responsible for ensuring that the user credentials of your Pemo Account are kept securely and that all Instructions, notices and documents provided to us are complete, accurate and properly initiated by you or your Representatives. “Instruction” shall mean a notice, request, document or such other form of communication given by you or your Representative relating to your Pemo Account, including without limitation an authorisation or request for making a payment using funds standing to the credit of your Pemo Virtual Wallet (as defined hereafter), which (i) contains the information required by Pemo to enable Pemo to give effect to the communication or request; (ii) is received by Pemo in writing; and (iii) Pemo believes in good faith to have been given by you or your Representative.
4.2 Pemo shall be entitled to rely on any Instruction, notice, certificate, report or document believed by it to be genuine and correct, and shall be under no duty to inquire into or investigate the validity, accuracy or content of any such Instruction, notice, certificate, report or document.
4.3 We shall have the right to determine the order of priority in effecting the Instructions and any other existing arrangements which you have made with us.
4.4 Unless otherwise expressly provided, all Instructions shall continue in full force and effect until cancelled or superseded. Instructions may be amended, cancelled or revoked by you only with Pemo’s consent.
4.5 Notwithstanding anything else herein contained, Pemo may refrain without liability from doing anything that would or might in its opinion be contrary to any law of any state or jurisdiction or any directive or regulation of any agency of any such state or jurisdiction and may without liability do anything which is, in its opinion, necessary to comply with any such law, directive or regulation. In the event that Pemo receives Instructions which, in its opinion, are unclear or conflicting or which conflict with any of the provisions of these Terms and Conditions, it shall be entitled to refrain from taking any action until it receives such confirmations and clarification from you to its satisfaction.
4.6 You shall, under no circumstances and whether with or without your knowledge, use or allow the use of your Pemo Account to effect any transaction which would contravene the laws of any jurisdiction.
4.7 You acknowledge and accept that any limitation or impairment in your ability to use, access and operate the Pemo Account or any Services may be due to factors outside the control of Pemo. This includes acts of third parties who are not acting on behalf of Pemo, technical conditions of the internet that cannot be influenced by Pemo, decisions made by our Banking Partners (as defined below) and Force Majeure Events (as defined hereafter). The hardware, software and any other technical infrastructure that you use can also influence your ability to use, access and operate your Pemo Account or any Services. You acknowledge and accept that your usage of any such hardware, software and any other technical infrastructure shall be at your own risk.
5. KNOW-YOUR-CLIENT
5.1 In order to enable Pemo and its Banking Partners to comply with the relevant anti-money laundering (“AML”), the counter terrorist financing laws (“CTF”) and the Retail Payment Services and Card Schemes Regulation of the UAE Central Bank (“CBUAE”) and such other Know-Your-Client and compliance requirements (“KYC Requirements”), Pemo will require information about your identity, business, directors, officers, shareholders, employees, customers, suppliers and/or sources of funds (“KYC Information”). KYC information is required during the initial onboarding phase and from time-to-time post-onboarding.
You undertake to:
5.1.1 Promptly provide such KYC Information, any additional information and supporting documentation as Pemo or its Banking Partners may reasonably determine is necessary to ensure full compliance with all KYC Requirements; and
5.1.2 promptly provide Pemo with written notice of any change to any KYC Information and supporting documentation and evidence of any change.
5.2 You warrant to Pemo that all KYC Information provided by you is correct, complete, authentic and up-to-date.
5.3 By accepting these Terms and Conditions, you hereby agree and consent that Pemo may run further checks on your identity and other background information by contacting and consulting relevant registries, public sources and government authorities as Pemo may select in its sole discretion.
6. PEMO VIRTUAL WALLET AND PEMO CARDS
6.1 Subject to successful completion of Know-Your-Client verification, your Pemo Account may include a virtual wallet set up with any of Pemo’s banking partners to hold funds (the “Pemo Virtual Wallet”). Physical or virtual prepaid corporate cards (“Pemo Cards”) can be associated with your Pemo Virtual Wallet. Pemo Cards are issued by NymCard Payment Services LLC that holds a license from the Central Bank of the UAE under Retail Payment Services and Card Scheme (RPSCS) (license number 07.01.02.001.2022.02.) dated 01.06.2022 to provide you with the Card services as mentioned in the Card Terms and Conditions.
6.2 In accordance with Article 14 of the Retail Payment Services and Card Schemes Regulation of the CBUAE, all funds uploaded to your Pemo Virtual Wallet are securely held in a safeguarded client pool account held in custody with Mashreq Bank PSC in the United Arab Emirates (together with Nymcard Payment Services LLC, the “Banking Partners”). They are not accessible to Pemo or Nymcard nor commingled with their respective funds. In the event of Nymcard or Pemo would cease to operate for any reason (including but not limited to being the subject of any voluntary or involuntary liquidation or insolvency application, petition or proceeding, receivership or similar action) your funds would be safeguarded.
6.3 You can top up your Pemo Virtual Wallet only via a bank transfer from a business bank account that is held under your entity name in the country where your company has been verified with us.
6.4 If you have elected to pay the Subscription Fees through your Pemo Virtual Wallet, Pemo may debit your Pemo Virtual Wallet on a monthly basis. All payments to be made to Pemo shall be in full, without set-off or counterclaim and free of any deductions or withholdings on account of any tax or otherwise.
6.5 Any Instruction relating to the operation of your Pemo Virtual Wallet must be directed to support@pemo.io unless otherwise notified to you.
7. PRIVACY
7.1 Pemo will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of your Personal Data and any Personal Data you may transfer to us, as described in our Privacy Policy.
8. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS
8.1 By applying for and using the Pemo Account, you represent, warrant and undertake to us that:
8.1.1 you have all necessary rights, authority and capacity to accept and agree to these Terms and Conditions and to use and access the Pemo Account and any related Services;
8.1.2 all information provided by you is true, accurate and complete and that we may rely on such information;
8.1.3 you will provide us with such KYC Information, certificate and document as we may reasonably request from time to time, and provide us with written notice of any changes to any KYC Information, certificate and document provided promptly upon knowledge of any such changes;
8.1.4 you will only use the Pemo Account and Services for corporate expenses excluding salary payments. In no event, shall the Pemo Account be used for personal use or any unlawful purpose;
8.1.5 you will not do anything that could impair the proper operation of the Platform and the Platform’s systems;
8.1.6 you will keep secure and confidential your Account password or any identification we provide you which allows access to the Pemo Account and any related Services;
8.1.7 you will keep your device’s browser, operating systems and anti-virus software (where applicable) up-to-date in order to ensure that your access to the Pemo Account is secure; and
8.1.8 you will only use an access point or device which you are authorised to use to access the Pemo Account and any related Services.
8.2 It is your responsibility to do the following:
8.2.1 monitor the balance of your Pemo Virtual Wallet and promptly report to us any unauthorised payments or transfers from your Pemo Virtual Wallet or of any suspicious matter to do with your Pemo Virtual Wallet;
8.2.2 promptly tell us in writing about any change in your phone number, or email address that we use to communicate with you, or any relevant change to any of your information we have in our records. You must also send us any documents we need to support this change. We will need at least seven (7) Business Days from receiving this information to change our records, after which the updated change will apply;
8.2.3 take reasonable care and precautions and have adequate internal-control procedures and security arrangements to prevent fraud, forgery or other unauthorised use of your Pemo Account and all related Services;
8.2.4 tell us immediately if you become aware of any actual or suspected fraud, forgery or other unauthorised use of your Pemo Account or any other matter concerning your Pemo Account and all related Services that you think looks suspicious and provide relevant information to us so that we can investigate the matter.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 The intellectual property rights in the Platform and all related Services are owned by Pemo and its licensors. Nothing in these Terms and Conditions shall be interpreted or deemed to transfer to you, your Representatives, employees or contractors any such property rights.
9.2 You retain ownership of all copyright in data you upload or submit through our Platform. You grant us a worldwide, perpetual, non- exclusive, royalty-free, non-terminable license to use, copy, distribute, publish and transmit such data in any manner as we may deem fit for the purpose of providing the Services to you.
9.3 The provisions of this Clause 9 (Intellectual Property Rights) shall survive the termination or expiry of these Terms and Conditions.
10. CONFIDENTIALITY
10.1 All information relating to Pemo and/or its Banking Partners, designated as being confidential, and all information not expressly designated as being confidential, but which should reasonably be deemed confidential by reason of its nature or content is considered confidential information (“Confidential Information”).
10.2 You hereby undertake to take all necessary steps to protect the confidential nature of all Confidential Information belonging to Pemo and its Banking Partners, including only sharing the Confidential Information with parties which have a need to access such information in order to exercise rights and obligations in connection with the Pemo Account.
10.3 This obligation to maintain confidentiality does not extend to information generally available to the public, already in the possession of or known to you at the time of disclosure, if you and/or your employees are obliged by law to disclose such information, and if the information had been disclosed to you by a third party without any obligation of confidentiality.
10.4 The provisions of this Clause 10 (Confidentiality) shall survive the termination or expiry of these Terms and Conditions.
11. WALLET SUSPENSION
11.1 If so instructed by our Banking Partners, we may suspend your Pemo Virtual Wallet within your Pemo Account due to your failure to comply with any part of the Card Terms and Conditions.
11.2 You acknowledge and agree that we are solely a technology service provider and that we cannot be held responsible for any such decision of our Banking Partners.
12. TERMINATION
12.1 These Terms and Conditions and your Pemo Account shall remain valid until terminated by Pemo or you in accordance with these Terms and Conditions.
12.2 You may terminate your Pemo Account at any time by giving us Instructions to do so.
12.3 Pemo may terminate your Pemo Account at any time by giving 1 month prior written notice by letter or email. Without prejudice to the generality of the foregoing, Pemo may terminate your Pemo Account with immediate effect in any of the following circumstances in which case reasonable notice will be given where possible:
12.3.1 your activities and/or use of the Pemo Account and/or relevant Services are reasonably suspected by us to be in breach of these Terms and Conditions, the Card Terms and Conditions or any law, regulation, guideline, notice, judgment or order of any court or authority;
12.3.2 if any information, certificate or document you provide to us is not true, accurate and complete in any respect;
12.3.3 in order for Pemo to comply with applicable law, regulation, guideline, notice, judgment or order of any court or authority or any undertaking or agreement to which Pemo or any member of the Pemo Group is party or subject to;
12.3.5 we decide or have reason to suspect that the Pemo Account is being used for or in connection with any fraudulent or illegal activities or transactions (including gambling, money laundering, funding terrorism, or tax evasion);
12.3.6 we find out about a continuing or potential dispute or any allegation of fraud or wrongdoing in your organisation or your management team or between your directors, shareholders, authorised signatories or your partners;or
12.3.7 we receive Instructions from your Representatives or any of your directors or partners (whether or not the director or partner is an authorised representative or user) which contradict your Instructions.
12.4 When your Pemo Account is terminated, we will automatically end all Services in connection therewith. Subject to the Card Terms and Conditions, any remaining funds on your Pemo Virtual Wallet will be transferred to the business bank account you initially transferred funds from. We will not be liable for any loss, damage, expense, cost, claim or proceeding, whether direct, indirect or consequential, which you or any other person may suffer or face due to us exercising any of our rights in this Clause.
12.5 Upon the termination of your Account, any accrued liabilities and all obligations under these Terms and Conditions will remain continuing and we shall remain entitled to debit from your Pemo Virtual Wallet or Credit card any amount outstanding and owing to us, including any charges from transfers carried out before the termination of your Pemo Account, and any other charges you owe on the Pemo Account.
12.6 The rights conferred on Pemo under this Clause 12 (Termination shall survive termination.
13. LIMITATION OF LIABILITY
13.1 Pemo shall not be responsible or liable in any way to you for any inconvenience, loss, damage, claim, cost or expense of any nature or embarrassment or injury suffered or incurred by you or any third party, in each case whether foreseeable or not, resulting from, arising out of or in connection with any of the following:
13.1.1 any act, omissions or delay of any Banking Partner or any other third party;
13.1.2 any refusal or delay by any Banking Partner or any other third party to authorise, process, facilitate or approve any transaction you wish to effect in connection with your Pemo Account or any Service;
13.1.4 Pemo is unable to perform its obligations under these Terms and Conditions due, directly or indirectly, to the failure, defect or malfunction of any machine, system of authorisation, data processing or communication system, transmission link, or any industrial dispute, war, act of God, fire, flood, civil or labour disturbance, terrorism, pandemic, act of any governmental authority or any other act or threat of any authority (de jure or de facto), fraud or forgery (other than on the part of Pemo), legal constraint, or anything outside the control of Pemo (“Force Majeure Events”);
13.1.5 any damage to or loss of or inability to retrieve any data or information that may be stored in any microchip or circuit howsoever caused or any failure in the performance or function or breakdown or disruption of any of Pemo's computers (whether hardware or software), machinery, equipment, products and/or systems (whether electronic, telecommunicative or otherwise) maintained by, used for, by Pemo or in connection with Pemo's business or otherwise whatsoever;
13.1.6 the unauthorised use of your Pemo Account or any Service, or any transaction effected by an unauthorised person; or
13.1.7 you failing to keep to the terms of these Terms and Conditions or the Card Terms and Conditions.
13.2 Without prejudice to the generality of the provisions of this Clause 13 (Limitation of Liability), Pemo is not liable in any way to you for any loss, damage, cost or expense of any nature arising out of or in connection with your use of the Pemo Account, any Service and/or these Terms and Conditions except where (and only to the extent that) you have conclusively established in the courts of the United Arab Emirates that the aforesaid has occurred as a direct result of fraud, gross negligence or willful default on our part.
13.3 Notwithstanding any provision of these Terms and Conditions to the contrary, Pemo shall not in any event be liable under any circumstances for any special, indirect, punitive or consequential loss or damages of any kind whatsoever (including but not limited to lost profits, business, goodwill, reputation or opportunity), in each howsoever caused or arising and whether arising directly or indirectly and whether or not foreseeable, even if Pemo is actually aware of or has been advised of the likelihood of such loss or damage and regardless of whether the claim for such loss or damage is made in negligence, for breach of contract, breach of trust or otherwise.
13.4 The provisions of this Clause 13 (Limitation of Liability) shall survive the termination or expiry of these Terms and Conditions.
14. RECOVERY OF COSTS AND INDEMNITY
14.1 Any costs, fees or expenses (including legal costs) we incur as a result of your breach of these Terms and Conditions or otherwise arising out of our enforcement of any rights under these Terms and Conditions shall be recoverable by us from you on a full indemnity basis.
14.2 Without prejudice to the foregoing, you agree to indemnify Pemo and its directors, officers, employees and agents (each a “Pemo Party” and collectively, the “Pemo Parties”) against all claims, demands, action, proceedings, losses, damages, costs and expenses of any nature (including legal costs and expenses) suffered, incurred or sustained in connection with or as a result of any of the following:
14.2.1 your use or misuse of the Pemo Account and/or Services including, without limitation, all transactions;
14.2.2 any dispute you have or may have with your directors, officers, employees, agents and beneficiaries (as may be applicable) about opening, managing, using or maintaining your Pemo Account and any Service;
14.2.3 us acting on the Instructions of your Representatives which we believe in good faith to be genuine;
14.2.4 any breach of any provision of these Terms and Conditions or the Card Terms and Conditions by you or your representatives;
14.2.5 the enforcement or protection of Pemo's rights and remedies against you and/or your representatives, as applicable, under these Terms and Conditions or the Card Terms and Conditions;
14.2.7 your or your representative’s violation of any applicable laws, rules or regulations, including, without limitation, any violation of applicable laws, rules, or regulations resulting from your use of the Pemo Account and/or any Service.
14.3 The indemnities in these Terms and Conditions are in addition to and not in substitution for any other indemnity or right in favour of Pemo given by law or otherwise and shall not be affected or discharged by anything.
14.4 The provisions of this Clause 14 (Recovery of Costs and Indemnity) shall survive the termination or expiry of these Terms and Conditions.
15. VARIATION OF THESE TERMS AND CONDITIONS
15.1 We may amend, supplement, delete and/or revise any part of these Terms and Conditions by providing notice in writing, and such changes shall take effect on the date specified in the notice. Any such notices and updated terms will be published on the Platform. We will notify you of changes 30 days before the change is implemented on the Platform, with the exception of changes that need to be implemented immediately by law.
15.2 If you do not accept the revised terms, you have the option to close your Pemo Account before they take effect. If you retain or use the Pemo Account after Pemo has given notice of any changes in these Terms and Conditions, you are deemed to have accepted and agreed to such changes without reservation.
16. NOTICES
16.1 Pemo may serve any writ of summons, statement of claim, statutory demand, bankruptcy application or other legal process or document in respect of any action or proceedings under these Terms and Conditions required by any relevant law, including without limitation, the rules of court or other statutory provisions, to be served on you by personal service, by leaving the same at, and/or sending the same by ordinary post, to the last known address (whether within or outside the United Arab Emirates and whether such address is a post office box or is a place of residence or business) as may be provided or disclosed to Pemo or its solicitors. To the fullest extent permitted by law, you agree that such legal process or document is deemed to have been duly served on you even if it is returned undelivered: (a) on the date of delivery, if sent by hand and/or left at the last known address; or (b) on the date immediately following the date of posting, if sent by post. You further agree that service of such legal process is deemed to be good and effective service of such legal process on you and nothing in these Terms and Conditions shall affect Pemo's right to serve legal process in any other manner permitted by law.
17. GENERAL
17.1 If any one or more of the provisions of these Terms and Conditions or any part thereof is declared to be illegal, invalid or unenforceable under any applicable law, it will not affect the legality, validity or enforceability of the remainder of these Terms and Conditions in such jurisdiction or the legality, validity or enforceability of these Terms and Conditions in any other jurisdiction.
17.2 The remedies under these Terms and Conditions are cumulative and are not exclusive of the remedies provided by law.
17.3 No forbearance or failure or delay by Pemo in exercising any right, power or remedy is to be deemed to be a waiver or partial waiver thereof on the part of Pemo; and no waiver by Pemo of any breach of these Terms and Conditions on your part is to be considered as a waiver of any subsequent breach of the same or any other provision of these Terms and Conditions.
18. ASSIGNMENT AND ENCUMBRANCE
18.1 You may not assign, transfer or otherwise dispose of any of your rights, benefits or obligations under these Terms and Conditions or the Pemo Account. You may not create any security, charge or any other form of encumbrance over your Pemo Account.
18.2 We may assign or transfer to any third party (including, without limitation, to any other corporation within the Pemo Group) any of our rights, benefits and obligations under these Terms and Conditions and/or the Pemo Account without your consent or the need to provide you with any prior notice of such assignment or transfer, and you irrevocably consent to any such assignment or transfer by us.
19. CONCLUSIVENESS OF DOCUMENTS
19.1 Any Instruction authorised by you on the Platform or otherwise made shall be conclusive evidence of the fact that the transaction therein stated or recorded was authorised and properly made or effected by you.
19.2 You shall review any statements, confirmations, advice and records (“Statement”) you receive from Pemo within a reasonable time of receipt and, thereupon, you shall promptly notify Pemo of any mistake or discrepancy of which you become aware..
19.3 Pemo shall not be responsible for your reliance on any Statement which is subsequently updated or corrected or for the accuracy or timeliness of information supplied by any Banking Partner.
19.4 Nothing in this Clause 19 (Conclusiveness of Documents) shall prevent Pemo from rectifying any errors, omissions in any Statement and any such amended Statement shall be binding on you.
20. THIRD PARTIES
20.1 A person who or which is not a party to these Terms and Conditions shall not have any right to enforce any provision of these Terms and Conditions. This provision does not apply to the Pemo Parties.
21. GOVERNING LAW AND JURISDICTION
21.1 Any disputes, which arise under these Terms and Conditions, shall be governed by the laws of the United Arab Emirates (UAE) and are submitted irrevocably to the non-exclusive jurisdiction of the courts of the United Arab Emirates.
