PayBy Account Terms and Conditions


UPDATED: January 11, 2024
1. Definitions

"Affiliates" means any entity directly or indirectly controlling or controlled by or under direct or indirect common control with another entity. For the purposes of this definition, "control" when used with respect to any specified entity means the power to direct the management and policies of such entity, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.  

"Aggregate Salary Disbursement Amount" means the aggregate funds to be disbursed by PayBy to Employees 

"Agreement" means the Payroll Account Agreement between the Employer and PayBy.

"Applicable Laws" means the laws enacted or to be enacted in the UAE including any applicable laws, decrees and regulations that are enacted after the date of the Agreement.

"Authorized Representative" means the person who is authorized to represent the Employer, as notified to PayBy from time to time.

"Business Day" means a day when banks are generally open for business in the UAE.

"CBUAE" means the Central Bank of the United Arab Emirates.

"Confidential Information" means all information and materials, whether in oral, written or other form, related to a Party and its Affiliates (including, without limitation, business plans, capitalization tables, budgets, and financial statements; costs, prices, and marketing plans; contracts and licenses; employee, customer, supplier, shareholder, partner or investor lists; technology, know-how, business processes, trade secrets and business models; notes, sketches, flow charts, formulas, blueprints, and elements thereof; and source code, object code, graphical design, user interfaces and other intellectual property, including that of any customer, supplier or other third party) provided by a Party or its Affiliate (the "Disclosing Party") to the other Party or its Affiliate (the "Recipient") which has not been made publicly available by the Disclosing Party and which is either: (i) communicated or disclosed by or on behalf of the Disclosing Party to the Recipient under oral or written instruction to keep such information or material confidential; or (ii) any other information or material that is disclosed or communicated by or on behalf of the Disclosing Party to the Recipient which, by its nature or by the circumstances of its disclosure, is or could reasonably be expected to be regarded as confidential. For the avoidance of doubt, the term Confidential Information shall include the fact that the Parties are considering the matters contemplated herein and the fact that the Recipient or its Representatives (as defined below) have received any portion of the Confidential Information or that any portion of Confidential Information has been made available to the Recipient or its Representatives, and any terms discussed between the Parties in relation to the matters contemplated herein. Regardless whether the Recipient obtains such information solely or partially from the Disclosing Party, Confidential Information shall not include information that: (i) is or becomes (through no improper action or inaction by the Recipient) generally known to the public; (ii) was in the Recipient's possession or known by it prior to receipt from the Disclosing Party; (iii) was lawfully disclosed to the Recipient by a third party and received in good faith and without any duty of confidentiality by the Recipient or the third party; or (iv) was independently developed without use of any Confidential Information of the Disclosing Party by employees of the Recipient who have had no access to such Confidential Information.

"Employee" means an employee of the Employer.

"Fees" means the fees set out in Section 2.1 of the Payroll Account Agreement, collectively.

"Labour Regulatory Authority" means one or more (as the context requires) of the labour regulatory authorities in the United Arab Emirates.

"Ministry of Labour" means the Ministry of Labour of the United Arab Emirates.

"Salary" means the salary of an Employee (inclusive of allowances).

"Salary Account" means an account in the name of the Employer held with PayBy.

"Salary Card" means a payroll card issued by PayBy to an Employee.

"Salary Disbursement" means a disbursement of the Salary of an Employee by PayBy to the Employee as directed by the Employer.

"Salary Disbursement Date" means the date of a Salary Disbursement.

"Salary Information File" or "SIF" means the salary file generated by the Employer in the format mandated by WPS.

"Services" means the payroll account services provided by PayBy to the Employer in accordance with the Payroll Account Agreement and these Terms as further ascribed in Section ‎3 hereto.

"Terms" means these Payroll Account Terms and Conditions.

"WPS" means the Wages Protection System regulated by the CBUAE, Ministry of Labour and Labour Regulatory Authorities

"WPS Manual" means the Wages Protection Systems Specifications Manual issued by the CBUAE and Ministry of Labour, as may be amended, replaced and supplemented from time to time.
2. Interpretation

In these Terms, (unless the context requires otherwise), any reference to:

   (a) a Recital, Clause or Schedule is to the relevant recital, Clause or Schedule of or to these Terms, any reference to a part or paragraph is to a part or paragraph of a Schedule to these Terms, any reference within a Schedule to a part is to a part of that Schedule, and any reference within a part of a Schedule to a paragraph is to a paragraph of that part of that Schedule;

   (b) the Clause and paragraph headings and table of contents are included for convenience only and will not affect the interpretation of these Terms;

   (c) use of the singular includes the plural and vice versa;

   (d) any phrase introduced by the terms "including", "include", "in particular" or any similar expression will be construed as illustrative and will not limit the sense of the words preceding those terms;

   (e) references to any document or agreement are to be construed as references to such document or agreement as is in force for the time being and as amended, varied, supplemented, substituted or innovated from time to time;

   (f) "law" or "laws" includes all Applicable Laws (whether civil, criminal, or administrative), federal law, common laws or civil codes, legislation, subordinate legislation, treaties, regulations, directives and by-laws in any jurisdiction, in each case for the time being in force (whether before, on or after the date of these Terms); and

   (g) references to a person will include bodies corporate, unincorporated associations, and partnerships, in each case whether or not having a separate legal personality.
3. Employer Registration

   3.1. The commencement and provision of any Services by PayBy is contingent upon the successful completion (in PayBy's sole discretion) by the Employer of (a) the various forms contained in PayBy's Payroll Account Services Onboarding Forms and Terms and Conditions document, (b) PayBy's know-your-customer, anti-money laundering, and counter-financing of terrorism onboarding procedures, as determined by PayBy ("Customer Due Diligence"), and (c) any other onboarding requirement PayBy, in its sole discretion, deems necessary or desirable.

   3.2. PayBy's Customer Due Diligence will be conducted in accordance with Applicable Laws, and the Employer is obliged to provide all necessary documentation and information promptly as requested for the purpose of these procedures. Failure to comply with these requirements, or the provision of inaccurate, incomplete, or misleading information, may result in the refusal to commence or the termination of services at PayBy's sole discretion.    (g) references to a person will include bodies corporate, unincorporated associations, and partnerships, in each case whether or not having a separate legal personality.
4. Payroll Account Services

   4.1. PayBy agrees to provide to the Employer the services specified in the Payroll Account Agreement (the "Services"), including some or all of the following services as is further set out in Schedule 1 hereto:
       4.1.1. WPS Payroll Account Services;
       4.1.2. Non-WPS Payroll Account Services; and
       4.1.3. Payroll Information and Reporting Services.

   4.2. In addition to the above Services, PayBy shall issue Salary Cards to allow the Employee to (a) withdraw Salary from PayBy, and (b) interact with PayBy's other financial services offered from time to time (in accordance with any terms and conditions applicable thereto).

   4.3. PayBy's record of any transaction completed relating to the Services shall be conclusive evidence of such transaction having been completed and shall be binding on the Employer.

   4.4. PayBy shall have the right to reject or cancel any transaction relating to the Services in the event of any transaction or instruction being incomplete, inconsistent, incorrect, or in breach of PayBy's statutory or regulatory obligations.

   4.5. PayBy may, without being required to give reasons, refuse to accept any instruction from the Employer relating to the Services and at its sole discretion, may withdraw at any time all rights and privileges of the Employer relating to the Services.
5. Fees and Payment Terms

   5.1. The Fees are exclusive of any governmental taxes, duties, fees, and levies and the Employer shall be responsible to pay all taxes, duties, fees or levies of any kind whatsoever.

   5.2. The Employer hereby undertakes and agrees that PayBy shall have the right to set-off any Fees, charges, or other amounts owed by the Employer to PayBy under this Agreement against any funds held in the Salary Account. The Employer acknowledges and agrees that PayBy may, at its sole discretion, deduct such outstanding amounts from the Employer's Salary Account without requiring prior notice. These set-off rights are in addition to, and not in limitation of, any other rights and remedies that PayBy may have under this Agreement or in accordance with Applicable Law.

   5.3. The Employer hereby irrevocably and unconditionally accepts all authorized debits arising from its use of the Services.

   5.4. If for any reason the Salary Account is overdrawn by the Employer's use of the Services, the Employer shall immediately make any payment required to bring the Salary Account into good standing. PayBy may, without being required to give reasons, refuse to accept any instruction from the Employer relating to the Services and at its sole discretion, may withdraw at any time all rights and privileges of the Employer relating to the Services.
6. Refunds and Reversals

   6.1. If an Employer notifies PayBy of a refund or instruction reversal request, PayBy will use reasonable efforts to give effect to such request. However, once an Employer has given PayBy an instruction, it may not be possible for PayBy to refund or reverse it. Accordingly, PayBy shall not be under any legal obligation to reverse any instruction given by an Employer relating to the Services.

   6.2. If PayBy is able to refund amounts or reverse an instruction, the Employer shall be solely responsible for any costs PayBy incurs as a result of such refund or reversal, including any applicable service fees. If for any reason the Salary Account is overdrawn by the Employer's use of the Services, the Employer shall immediately make any payment required to bring the Salary Account into good standing. PayBy may, without being required to give reasons, refuse to accept any instruction from the Employer relating to the Services and at its sole discretion, may withdraw at any time all rights and privileges of the Employer relating to the Services.
7. Employer's Obligations

   7.1. The Employer hereby undertakes and agrees to:
       7.1.1. establish and maintain a Salary Account with PayBy for the provision of the Services to the Employer by PayBy;
       7.1.2. execute any document, now or in the future, that may be required by PayBy in connection with the provision of the Services. Where the Employer fails to comply with PayBy's requirements, PayBy shall be entitled to cease providing the Services to the Employer;
       7.1.3. appoint and maintain Authorized Representatives entitled to initiate Payroll Account Transactions on behalf of the Employer by completing the Authorized Representatives Form;
       7.1.4. obtain and maintain at all times any licenses, authorizations, exemptions, and registrations under any Applicable Laws as may be required in the UAE for the Employer to undertake its business and perform its duties and obligations hereunder and under the WPS Manual;
       7.1.5. inform PayBy immediately if at any time it is, or anticipates it will be, in breach of or unable to maintain any of the authorizations, licenses or registrations referred to in Section ‎7.1.1;
       7.1.6. promptly provide to PayBy any information PayBy reasonably requests in connection with the Services, including but not limited to information relating to know-your-customer, anti-money laundering, counter-terrorist financing due diligence;
       7.1.7. inform and educate its Employees about WPS and the Services that PayBy will be providing to the Employer (and thus the Employee) hereunder, including but not limited to information regarding Salary Disbursement and PayBy's other financial services available to the Employee;
       7.1.8. (a) each month, provide to PayBy no later than one (1) day prior to the Salary Disbursement Date, the Salary Information File, or (b) engage PayBy to create the Salary Information File on its behalf, at an additional charge; 
       7.1.9. ensure that the Salary Account has sufficient funds, free and clear of any encumbrances, to cover the Aggregate Salary Disbursement Amount and Fees;
       7.1.10. promptly respond to PayBy with regard to any requests to rectify errors in the SIF or insufficient balance in the Salary Account to cover the Aggregate Salary Disbursement Amount and Fees;
       7.1.11. perform its obligations under the Payroll Account Agreement and these Terms with the reasonable skill, care and diligence to be expected of a qualified, experienced, and sophisticated commercial party; and
       7.1.12. comply at all times with the WPS Manual;
8. PayBy's Obligations

   8.1. PayBy hereby undertakes and agrees to:
       8.1.1. obtain and maintain at all times any licenses, authorizations, exemptions, and registrations under any Applicable Laws as may be required in the UAE for PayBy to undertake its business and perform its duties and obligations hereunder and under the WPS Manual;
       8.1.2. develop and maintain all software, hardware, and other equipment necessary for PayBy to perform its obligations hereunder and in accordance with the WPS Manual;
       8.1.3. provide reasonably timely customer support to the Employer; and
       8.1.4. perform its obligations under the Payroll Account Agreement and these Terms with the reasonable skill, care and diligence to be expected of a qualified, experienced, and sophisticated commercial party.
9. Representations and Warranties

   9.1. The Employer hereby represents and warrants to PayBy that:
       9.1.1. it is authorizing PayBy to act upon instructions given by the Employer and/or its Authorized Representatives 
       9.1.2. the information contained in each SIF (or, in the case that the Employer has engaged PayBy to create the SIF on its behalf, the information provided to PayBy in lieu of the SIF) is true and accurate in all respects and that it has conducted or will conduct all necessary background checks on each Employee to verify their identities as per the satisfaction of PayBy's KYC and will ensure each Salary Card is delivered to the Employee without being disclosed to any other person and that it has the consent of the Employees to provide this information to PayBy;
       9.1.3. it is duly incorporated and is in good standing under the laws of the jurisdiction in which it is incorporated and has the full power and authority to enter into and perform its obligations under this Agreement;
       9.1.4. it has taken all necessary actions to authorise the execution. delivery and performance of this Agreement and this Agreement constitutes legal, valid and binding obligations. and is enforceable in accordance with its terms;
       9.1.5. it operates and conducts and will continue to operate and conduct its business in accordance with the requirements of all Applicable Laws; and
       9.1.6. it is not in default under any law, regulation, judgment, order or agreement applicable to it or any of its assets, the consequences of which default would have a material adverse effect on:
           9.1.6.1. its business or financial condition or prospects: or
           9.1.6.2. its ability to enter into or to perform its obligations under this Agreement; and
       9.1.7. it is availing the Services solely on its own behalf and for its own benefit and not on behalf of or for the benefit of any other person.

   9.2. PayBy hereby represents and warrants to the Employer that:
       9.2.1. it is duly incorporated and is in good standing under the laws of the jurisdiction in which it is incorporated and has the full power and authority to enter into and perform its obligations under this Agreement;
       9.2.2. it has taken all necessary actions to authorise the execution. delivery and performance of this Agreement and this Agreement constitutes legal, valid and binding obligations. and is enforceable in accordance with its terms;
       9.2.3. it operates and conducts and will continue to operate and conduct its business in accordance with the requirements of all Applicable Laws; and
       9.2.4. it is not in default under any law, regulation, judgment, order or agreement applicable to it or any of its assets, the consequences of which default would have a material adverse effect on:
           9.2.4.1. its business or financial condition or prospects: or
           9.2.4.2. its ability to enter into or to perform its obligations under this Agreement; and

   9.3. Except for the express representations and warranties contained in this Section ‎9, neither Party, nor any other person on such Party's behalf, has made or makes any express or implied representation or warranty, either oral or written, whether arising by law, course of dealing or performance
10. Limitation of Liability

   10.1. The Employer hereby acknowledges and agrees that it is solely liable to Employees for the full and timely payment of Salaries. Under no circumstances shall a failure by the Employer to comply with its obligations under this Agreement or Applicable Law obligate PayBy to pay any amount (including but not limited to salaries) to the Employer's Employees.

   10.2. PayBy shall not be responsible for any losses, claims or damages arising out of errors or omissions by the Employer.

   10.3. The Employer acknowledges and agrees that Salary Disbursement through the Services will make use of the CBUAE's systems. The Employer further acknowledges that no Salary Disbursement will take place unless and until the CBUAE approves such disbursements, and PayBy shall not be liable for any proposed Salary Disbursements that are not approved by the CBUAE.

   10.4. PayBy shall not be liable for any delay, damages or losses arising from the malfunction or failure of CBUAE systems or any other reason beyond the reasonable control of PayBy. 

   10.5. Nothing in this Agreement shall exclude or limit the liability of either Party in respect of:
       10.5.1. any indemnity given by a Party in this Agreement;
       10.5.2. gross negligence or wilful misconduct of a Party; and
       10.5.3. liability that may not be limited or excluded pursuant to Applicable Laws.

   10.6. To the maximum extent permitted by Applicable Laws, neither Party shall be liable for any loss of profit or any consequential, indirect or special damages including without limitation loss of opportunity. damages for personal injury or damages related to lost revenue. increased costs, or downtime costs of the other Party.

   10.7. Neither Party shall be liable for any delay or failure to perform or comply with any obligation contained herein to the extent such delay or failure is attributable to any act or omission by the other Party or its agents or representatives.
11. Indemnity

   11.1. The Employer hereby indemnifies and shall keep indemnified and hold PayBy, its shareholders, directors, officers, employees, affiliates and agents harmless from and against any losses, damage, claims, costs (including reasonable attorneys' fees) or expenses of whatever nature, arising out of the Employer's use of the Services.
12. Termination

   12.1. The Employer may cancel its use of the Services at any time by notifying PayBy in writing not less than thirty (30) days prior to such cancellation. Such notification shall not affect PayBy's right to execute all pending transfers and/or transactions previously received from the Employer, and this Agreement shall remain in full force and effect until the date of such cancellation.

   12.2. PayBy may terminate this Agreement at any time and for any reason by providing the Employer not less than fifteen (15) days prior written notice.

   12.3. Termination of this Agreement shall be without prejudice to any rights of any Party that may have accrued up and to the date of such termination and the rights to terminate this Agreement are not intended to be exclusive but shall be in addition to every other remedy or right available to a Party at law or otherwise.
13. Salary Cards

   13.1. The Employer shall inform PayBy which Employees will be receiving Salary Disbursement to a Salary Card.

   13.2. If one or more Employees of Employer shall receive Salary Disbursement to a Salary Card, such Employer shall also be bound by this Section ‎13 containing the Salary Card terms and conditions.

   13.3. Each Salary Card issued by PayBy to Employees shall be the property of PayBy and will have a unique card number and personal identification number. Such Salary Cards shall function identically to PayBy's pre-paid Mastercards and any terms and conditions applicable to Employers and/or Employees relating to such product shall also apply to the Salary Cards.

   13.4. Upon Salary Card issuance, PayBy shall deliver such issued Salary Cards to the Employer. The Employer shall be solely responsible to ensure the proper delivery of the Salary Cards to Employees.

   13.5. The Employer assumes sole responsibility of promptly information PayBy of any cancellation, deletion or amendment of any Employee's Salary Card information.

   13.6. The Employer shall ensure that Employees understand, acknowledge and agree that by using the Salary Card, such Employee is agreeing to any terms and conditions and other policies of PayBy in force from time to time that apply to such products.

   13.7. The Employer shall be solely responsible, and shall indemnify and hold harmless PayBy from any losses, damages and claims related to misuse of Salary Cards by Employees whether intentionally or negligently.

   13.8. Under no circumstances shall PayBy be liable for financial losses to Employees as a result of lost or stolen cards or scams and frauds related to Salary Cards.
14. Miscellaneous

   14.1. Confidentiality. Each Party undertakes that it shall not at any time disclose to any person any Confidential Information unless required by Applicable Law.

   14.2. Intellectual Property.
Any intellectual property rights in any form whatsoever ("IPR") relating to PayBy, its Affiliates, and the Services remains solely vested in PayBy or its Affiliate (as may be applicable).

   14.3. Information Rights.
Employer hereby acknowledges that PayBy may be required to share information (including Confidential Information and personal information) with certain third parties, including agents, service providers and regulators. Employer hereby consents to the sharing by PayBy of such information and shall ensure that its Employees similarly consent to the sharing of such information.

   14.4. Assignment. This Agreement is personal to the Parties and neither Party shall assign, transfer, subcontract or delegate any rights and obligations under this Agreement without the prior written consent of the other Party.

   14.5. Survival. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.

   14.6. Announcements. Employer shall not make, or permit any person to make, any public announcement concerning the existence, subject matter or terms of this Agreement, the wider transactions contemplated by it, or the relationship between the Parties, without the prior written consent of PayBy except as may be required by Applicable Law.

   14.7. Entire Agreement. This Agreement (inclusive of any forms or documents provided by Employer to PayBy as part of the onboarding process) constitutes the entire agreement between the Parties. Employer acknowledges that in entering into this Agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

   14.8. Variation. PayBy may, in its sole discretion and for any reason, vary the terms of this Agreement (including any agreement ancillary to these Terms) by providing Employer with not less than thirty (30) days' notice of such variation. Employer acknowledges and agrees that it shall be deemed to have accepted any such variation by continuing to use the Services beyond the thirty (30) day notice period.

   14.9. Rights and Remedies. The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

   14.10. Severance. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement. If any provision or part-provision of this Agreement is deemed deleted, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

   14.11. Language. This Agreement is drafted in the English language and the English language version shall prevail if there is a conflict with any translation.

   14.12. No Partnership or Agency. Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties. Each Party confirms it is acting on its own behalf and not for the benefit of any other person.

   14.13. Further Assurance. Each Party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this Agreement.

   14.14. Notices. Any notice given to a Party under or in connection with this agreement shall be in writing and shall be sent by email to an email address of the Party on record with the other Party.

   14.15. Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

   14.16. Governing Law. This Agreement and any dispute or claim arising out of or in connection with or its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales, unless prohibited by law in which case the Agreement shall be governed by the laws of the United Arab Emirates.

   14.17. Jurisdiction. Each Party irrevocably agrees that the courts of Abu Dhabi Global Markets shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter.
SCHEDULE 1

TO THE PAYROLL ACCOUNT TERMS AND CONDITIONS

STANDARD PAYROLL ACCOUNT TRANSACTION FLOW
WPS

1. Employer will provide salary information file and necessary funding to Payby for processing payroll through UAEWPS system.

2. Payby will validate the file and fund and push the SIF to CBUAE for process payroll through WPS system.

3. Based on the response from CBUAE, Payby will disburse the salary to Botim card holders.

4. Payby will update the status to the employer after completing payroll process


NON-WPS

1. Employer will provide salary information file and necessary funding to Payby for processing payroll without UAEWPS system.

2. Payby will validate the file and fund and disburse the salary to the employees

3.Payby will update the status to the employer after completing payroll process.