This Merchant Services Agreement (the “Agreement”) is entered into between Ummah Services Ltd, a company incorporated in England and Wales (“Ummah”), Nova Advisory Ireland Limited, a company incorporated in Ireland (“Nova”), and the entity or individual accepting this Agreement (the “Merchant”, “you” or “your”).

1. Definitions

In this Agreement, “Services” means the platform services, technology, onboarding support, and related services provided by Ummah together with payment facilitation support provided in conjunction with Nova. “Payment Services” means payment processing, acquiring, settlement, fraud controls, and related services provided by Nova and its third-party partners. “Transaction” means any payment instruction submitted for processing on behalf of the Merchant. “Chargeback” means any reversal of a Transaction initiated by a cardholder, issuing bank, or payment scheme. “Applicable Law” means all applicable laws, regulations, regulatory requirements, and payment scheme rules.

2. Structure and Roles

Ummah provides a technology platform and acts as the primary commercial service provider to the Merchant. Nova acts as a regulated payment facilitator and is responsible for onboarding, compliance, transaction processing, settlement infrastructure, and ongoing monitoring. Payment Services are delivered through Nova and its partners, including acquiring banks and payment processors. The Merchant acknowledges that Ummah does not provide regulated payment services and that Nova is solely responsible for the provision of Payment Services and compliance with Applicable Law and scheme rules. The Merchant further acknowledges that additional terms imposed by Nova, payment processors, acquiring banks, or card schemes may apply and shall be binding where required.

3. Acceptance and Electronic Contracting

By clicking “I agree”, registering for an account, or otherwise using the Services, the Merchant confirms that it has read and understood this Agreement and agrees to be legally bound by its terms. The Merchant further confirms that it has the authority to enter into this Agreement on behalf of the business it represents. This Agreement is concluded electronically and shall have the same legal effect as a written agreement signed by the parties.

4. Onboarding and Verification

The Merchant shall provide accurate, complete, and up-to-date information at all times, including information relating to its business, ownership, directors, and beneficial owners. Nova may carry out identity verification, anti-money laundering checks, fraud assessments, and ongoing monitoring in accordance with Applicable Law and internal policies. The Merchant agrees to provide any additional information or documentation requested without delay. Approval to access the Services is subject to Nova and its partners and may be granted, withheld, or withdrawn at their sole discretion. The Merchant shall promptly notify Ummah or Nova of any material changes to its business, including changes in ownership, control, or nature of activities.

5. Provision of Services

The Services enable the Merchant to accept payments from customers through supported payment methods. All Transactions are subject to authorization, processing, and settlement by third-party financial institutions. Neither Ummah nor Nova guarantees that any Transaction will be approved or successfully processed. The Merchant acknowledges that the availability of payment methods may change and that the Services may be modified, restricted, or suspended where required for operational, compliance, or risk reasons.

6. Settlement and Funds Flow

All funds arising from Transactions shall be processed through Nova and its payment partners. Settlement to the Merchant shall occur after receipt of funds and may be subject to deductions, delays, or adjustments. The timing of settlement is not guaranteed and may be affected by payment network processing timelines, fraud and risk reviews, compliance requirements, or delays caused by third parties. Ummah and Nova reserve the right to delay, withhold, or suspend settlement where reasonably necessary, including where risk is identified or where required by Applicable Law or payment partners.

7. Fees and Charges

The Merchant agrees to pay all fees associated with the Services, including transaction fees, fixed processing fees, foreign exchange fees, chargeback fees, and any other applicable charges. Fees may be deducted directly from settlement amounts or invoiced separately. Ummah reserves the right to amend its pricing upon reasonable notice. The Merchant is responsible for all taxes associated with its use of the Services.

8. Chargebacks, Refunds, and Financial Liability

The Merchant is solely responsible for all Chargebacks, refunds, disputes, fines, penalties, and associated costs arising from its Transactions or business activities. Ummah and Nova may recover such amounts by deducting funds from settlements, offsetting against future payouts, or invoicing the Merchant. Where a negative balance arises, the Merchant shall repay such amount immediately upon request. This obligation shall survive termination of the Agreement.

9. Risk Management and Reserves

Ummah and Nova may, at any time and at their discretion, apply risk management measures, including holding funds, establishing reserves, delaying settlement, or restricting processing. Such measures may be applied where there is increased risk, unusual activity, elevated chargeback levels, or where required by payment partners or regulators. The Merchant acknowledges that such measures are necessary to manage financial and regulatory risk.

10. Compliance and Monitoring

The Merchant shall comply with all Applicable Law and payment scheme rules. Ummah and Nova may monitor Transactions and account activity on an ongoing basis. The Merchant agrees to provide information and cooperation upon request. Where suspicious or unlawful activity is identified, Ummah and Nova may report such activity to payment partners, regulators, or law enforcement authorities.

11. Prohibited Activities

The Merchant shall not use the Services for any illegal, fraudulent, or prohibited activities. The Merchant shall not process Transactions relating to goods or services that fall outside its approved business model or that violate Applicable Law or scheme rules. Breach of this clause may result in immediate suspension or termination of the Services.

12. Suspension and Termination

Ummah or Nova may suspend or terminate the Services at any time for risk, compliance, or operational reasons, including where required by payment partners. Upon termination, the Merchant’s access to the Services shall cease immediately. Funds may be held for a reasonable period to cover potential liabilities, including Chargebacks and refunds. Termination shall not affect any accrued rights or obligations.

13. Data Protection and Information Sharing

The Merchant consents to the collection, use, and processing of its data for the purposes of onboarding, verification, fraud prevention, transaction processing, and compliance. Data may be shared between Ummah, Nova, payment processors, identity verification providers, and regulatory authorities where required. The Merchant confirms that it has obtained all necessary consents to provide personal data relating to directors, shareholders, and beneficial owners.

14. Limitation of Liability

To the maximum extent permitted by law, Ummah and Nova shall not be liable for any indirect, consequential, or economic losses, including loss of profits, revenue, or business. Neither Ummah nor Nova shall be liable for delays, failures, or actions of third-party providers, including payment processors or banks. Nothing in this Agreement shall exclude liability where such exclusion is not permitted by law.

15. Indemnity

The Merchant shall indemnify and hold harmless Ummah and Nova against any losses, claims, liabilities, damages, or expenses arising from the Merchant’s use of the Services, its business activities, or any breach of this Agreement, including any Chargebacks, fines, or regulatory actions.

16. Changes to this Agreement

Ummah may update this Agreement from time to time. Updated versions will be made available through the platform or website. Continued use of the Services after such updates constitutes acceptance of the revised terms.

17. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

18. Contact

For any questions regarding this Agreement, please contact legal@ummah.com.