1. ACCEPTANCE OF THE TERMS OF SERVICE
1.1. Kema FZ-LLC and its affiliates, subsidiaries and vendors (collectively “Kema”, “kema”, “we”, “us” or “our”) own and operate the platform “www.kema.co” (or any successor site) and its related sub-domains, sites, online applications, services and tools (“Platform”).
1.2. Please read the following Terms of Service (“Terms”) to learn the rules and restrictions that govern the use of our Platform, and any other features, content, applications and/or related services offered from time to time by Kema (“Services”).
1.3. These Terms are a binding agreement. By using our sites or Services in any manner, including but not limited to visiting or browsing the sites, or by registering for an account on the Platform, users of our Platform and/or Services (if acting in their personal capacity) or the entity that such user represents (each a “User”) agree to be bound by these Terms.
1.4. By accepting these Terms electronically by clicking a box indicating your acceptance, by downloading our using the Application or by using the Services in any way, you agree and consent to these Terms, and these Terms will remain in effect at all times during the use of our Services and Platform.
1.5. A User may register on the Platform for the Services and consent to these Terms, either in his/her personal capacity or on behalf of an entity the User represents. Any User registering on behalf of an entity warrants that such User is authorised to bind such entity on whose behalf the User is agreeing to these Terms.
1.6. Kema (through its Services) enables a business engaged in the sale of its products or services (“Merchant(s)”) to receive payments made by card from such Merchant’s customer (“Purchaser(s)”). Users of the Platform are either a Merchant or a Purchaser. Users can be both a Merchant and a Purchaser, if they are both receiving payments and making payments.
1.7. In order to use/access our Services that enable online payment functionality sale and purchase of products and/or services, Users must register to open an account on our Platform (“Account”) in their capacity as a Merchant or Purchaser.
1.8. These Terms apply to all Users of the Platform and/or Services, including Merchants, Purchasers or Users who are also contributors of content, information, and other materials or services on the Platform. These Terms include the provisions in this document, as well as those in the Privacy Policy accessible hereby.
1.9. Users registering as Merchants may register for the Services only as a sole proprietor or as a business organization, and may not use the Platform for personal, family, or home purposes.
2. DESCRIPTION OF OUR SERVICES
2.1. Our Services, which we make available through the Platform, include the following:
2.2. The Platform enables a Merchant to receive a Purchaser’s payment via debit and credit cards, using a URL we enable for the Merchant. The Platform shares this URL in a communication with a Merchant’s Purchaser (such as email, SMS, WhatsApp, a QR code, etc.). The Platform also enables a Merchant to receive Purchaser payments directly from a Purchaser’s existing Account on the Platform or through Kema’s application programming interfaces (“APIs”) integrated with the Merchant’s website or third-party IT system that may be used to access the Services.
2.3. Where a Purchaser attempts to complete a transaction with the Platform for the first time by clicking on a URL (generated by the Platform) or through the API on a Merchant’s website, the Purchaser will be redirected to sign up on the Platform and accept Kema’s Terms.
2.4. The Platform will then establish a connection between the Purchaser and a third-party payment gateway operated by a third party payment processor (“Processor”).
2.5. Card payments are initiated by providing information to a Processor that is either a member of or connected with a credit or other payment card network, bank or association.
2.6. Kema is only initiating a payment transaction by establishing a connection between the Purchaser and the Processor. Kema is not executing the payment transactions. Where a connection with the Processor has been successfully initiated using the Platform, successful execution of the transaction is subject to the Processor’s terms and the responsibility of the Purchaser’s bank. The timings and effectiveness of that payment transaction are outside the sphere of responsibility of Kema. Accordingly, Kema gives no commitments or other guarantees with respect to the payment settlement timings. Users acknowledge and agree that some banks may charge the Purchaser or Merchant a fee for executing the transaction and Kema has no control over this and will not be responsible or liable with respect to any such fees charged by the Purchaser’s bank to the Purchaser or Merchant’s bank to the Merchant.
2.7. Transactions are solely between Merchants and Purchasers, and Kema is not a party to these transactions. Kema is not a bank or money transmitter and we do not offer banking, Monetary Intermediary or Retail Payment Services as defined by the Central Bank of the UAE.
2.8. Kema is not involved in the actual supply of any goods or services between Merchants and Purchasers and any disputes should be resolved directly between the Merchant and its Purchaser.
2.9. When the transaction completes, Users will be able to see information relating to the transaction via their Kema Accounts.
2.10. Kema does not give any assurance that the Services will be uninterrupted or available at any time. Kema shall use reasonable endeavours to schedule any maintenance or other downtime for generally quiet trading periods and times of the day in the UAE. However, the Users acknowledge that urgent maintenance may be necessary at any time for security reasons or to protect against fraud. Kema will use reasonable endeavours to give as much advance notice as possible of any scheduled maintenance downtime.
2.11. Each transaction may be subject to the verification requirements of the Processor from time to time that a Purchaser may have to complete. Kema accepts no responsibility for, and is held harmless by the Users for, any transaction failure due to the inability of the Processor or the Purchaser’s bank to complete the transaction for any reason, including without limitation an inability to validate a Purchaser or due to any lack of funds of the Purchaser.
2.12. Kema may change existing Services or provide new Services at any time, without notice; provided that, Kema shall make commercially reasonable efforts to notify Users in advance of any material changes to Services on which Users rely.
3. KEMA'S ROLE; THIRD-PARTY RELATIONSHIPS
3.1. In order to use our Services for completing a payment transaction, Purchasers will be redirected to a third party payment processing website/gateway operated by a Processor.
3.2. Kema may enter into agreements with other Processors from time to time. Users are not a third-party beneficiary of these agreements. Some of these third parties may require a direct agreement with a Merchant and/or Purchaser and may require them to provide personal data in order to process payment transactions. If a Merchant or a Purchaser is required to enter into such an agreement and provide such information and declines to do so, we may suspend or terminate its User Account and not be able to provide our Services.
3.3. Processors and banks can collect, analyse, process and transmit information about Merchants or Purchasers, their financial credentials, their bank account balances and their transactions in connection with payments between Purchasers and Merchants. Both Merchants and Purchasers authorise these third party Processors to provide this information to other Processors and/or banks in order for the Processor or bank to facilitate payments from Purchasers to Merchants through the payment card network, bank, association and/or the Payment Systems.
3.4. Kema does not hold, own or control funds in connection with the Services, nor does Kema transmit money or monetary value. In connection with the Services, Kema does not actually or constructively receive, take possession of or hold and process any sensitive financial information, money or monetary value for transmission, and does not advertise, solicit or hold itself out as receiving money for transmission. Purchasers’ and Merchants’ banks are the parties with sole responsibility for conducting the settlement of funds between Purchasers and Merchants.
3.5. Users are responsible for the accuracy and correctness of information they provide for processing of the payment transactions.
4. PRIVACY
4.1. Users represent and warrant that Users are and will continue to be in compliance with all applicable privacy laws. In addition, Users represent and warrant that Users have obtained and will maintain all necessary rights and consents under applicable law to (a) disclose any data that Users provide to us, or (b) authorise us to collect, retain, and/or disclose any data that Users provide to us, including information that we may collect from Merchants or Purchasers directly or indirectly.
4.2. Merchants represent and warrant that Merchants will disclose, and acknowledge that Merchants are solely responsible for disclosing to their Purchasers that Kema is processing credit/debit card (via third party Payment Gateway) on Merchants’ behalf and may obtain data from such Purchasers.
4.3. Kema may, with a User’s consent, collect, analyse, process and transmit information about the User, its business bank account balances and its transactions in connection with and as required in order to provide certain Services that the User may opt for.
5. ACCOUNTS
5.1. In order to access our Services, Users must register to create an Account (either in their personal capacity or on behalf of the entity they represent) and become a Kema member. When registering Users agree to: (a) provide true, accurate, current and complete information about themselves (or, if applicable, the corporate member they represent) as prompted by the registration form (such information being the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete.
5.2. In order to open an Account with us, Users will need to provide information including company data and personal data, as the case may be (such data is to be handled in accordance with our Privacy Policy).
5.3. Users may also need to provide documentary information used to verify such company data and personal data (such as corporate registration certificate, proof of address, or personal identification). Use of specific Services or features may also require that Users permit us to access company data and personal data through third-party services. Users may change or provide new linked accounts through their Account.
5.4. We may provide company data and personal data to Processors to determine User eligibility for our Services. We may approve or deny User application(s) or grant a User with provisional access to the Services while the User’s application is pending additional review. We rely on the accuracy of all such company data and personal data when opening, maintaining and using User Accounts. We may deny applications, interrupt provision of the Services to Users, or suspend or close a User Account for any reason including where required company data or personal data is incomplete, inaccurate, untrue or out of date. We may request information from credit reporting agencies using the company data Users have provided, and may report the performance of User Accounts to one or more credit reporting agencies.
6. MANAGING USER ACCOUNTS
6.1. Users must specify at least one administrator to manage a User Account when submitting a User application. If a User is an individual or sole proprietor, they will also be the administrator. Administrators can add, remove, or manage additional administrators and Users; request and manage invoices; view transactions; run reports and download statements; provide or update company data and personal data; connect linked accounts, third-party services and other accounts to a User Account; and may perform other tasks on another User’s behalf. Users are responsible for any actions or failure to act on the part of administrators, other authorised Users, and those using credentials issued to administrators or other Users to access a User Account.
6.2. By accessing or using our Services, Users represent and warrant that: (i) Users are of legal age to form a binding agreement; (ii) all registration information that a User submits is accurate, current and complete; (iii) User will maintain the accuracy and completeness of such information; (iv) if a User is accepting these Terms on behalf of a company or other legal entity, the User has the authority to bind that company or legal entity to these Terms. Users also certify that Users are legally permitted to use and access our Services and take full responsibility for the selection and use of and access to our Services. These Terms are void where prohibited by law, and the right to access our Services is automatically revoked in such jurisdictions.
6.3. By providing us with an email address, Users agree to receive all required notices electronically, to that email address. From time to time, we will use this email address to send Users notifications about product updates and improvements, company news and events, and updates.
7. AUTHORISED USERS
7.1. Users may authorise other Users and allow them to use the Services and access certain functionality of a User Account. Users are responsible for ensuring that other authorised Users are aware of and comply with the Account holding User’s obligations under these Terms.
7.2. Users may not authorise any third party (other than, if applicable, the employees, consultants or agents of the corporate member that Users represent) to access or use our Services on a User’s behalf. Users are responsible for maintaining the confidentiality of the User ID and password, and are fully responsible for all activities that occur under their User ID or password. Users agree to immediately notify us of any unauthorised use of their User ID or password or any other breach of security. We cannot and will not be liable for any loss or damage arising from any unauthorised use of a User’s account.
7.3. Users acknowledge and agree that Users will be held liable for the acts and omissions of third parties (including any User) on their User Account.
8. SECURITY AND MONITORING USER ACCOUNTS
8.1. Users will keep their User Account secure and only provide access to individuals that the User has authorised. Users will immediately disable other authorised User access to the Services if the User knows or believes that the User Account has or may have been compromised or has been or may be misused; and the User will promptly notify us (via the dashboard in the Platform or by contacting our support team) of any known or reasonably suspected unauthorised access or use.
8.2. Users agree not to give or make available their passwords or other means to access the Services or any Accounts to any unauthorised individuals. Users are responsible for all payments Users authorise using the Services. Users agree that security procedures imposed by Kema are commercially reasonable and that we may deem any payment instructions issued pursuant to the Services as valid and authorised if such security procedures were followed. Users assume all liability for all payments initiated after such security procedures have been followed, even if Users did not intend for such payment to occur or the User did not actually authorise such payment.
8.3. If Users suspect an unauthorised payment from any of their accounts in connection with the Services, Users must contact us immediately. Users assume all liability for any unauthorised use of the Services and agree that no third party (including the Processors or banks) is liable for any unauthorised payments made using the Services.
9. ERROR RESOLUTION
9.1. In case of errors or questions about any transactions using the Services, a User must notify us promptly. A User’s notice to Kema must include the User’s name, User’s Account number, why the User believes it is an error or why the User needs more information, and the amount and currency of any suspected error. If we do not receive appropriate notice from the User regarding an error within sixty (60) days of such error being reflected in any transaction summary or other information provided to the User on the Platform or reflected on a statement for the User’s Account, then we will have no obligation to address the error even if we otherwise might be so obligated.
10. FEES AND PERIODIC STATEMENTS
10.1. Some of our Services are free for Users. If Users choose to upgrade to paid services, or where they provide payment information to us after being prompted to do so, Users agree to the pricing, payment, and billing policies as set forth (a) herein, (b) on our website or the mobile application, and/or (c) if applicable, in a separately executed or accepted purchase order. All fees paid for our Services are non-refundable and non-transferable except as may be expressly provided in these Terms. All fees and applicable taxes, if any, are payable in United Arab Emirates Dirham. Users are solely responsible for the payment of, and shall pay when due, all applicable sales and use taxes and similar fees now in force, enacted, or imposed in the future on the delivery of our Services and/or any related transactions. All fees and charges specified are exclusive of any applicable sales tax, such as VAT, which Users agree to pay to Kema in addition if Kema is required to collect such taxes.
11. RETURNED AND DELAYED PAYMENTS
11.1. In using the Services, Users understand that payments may be returned, for example, due to invalid information being provided, the inability to locate a payee account, or a payee account being paid in full.
11.2. Additionally, due to circumstances not directly within our control, such as delays in handling and posting payments by Processors, banks or other financial institutions or payees, payees’ inability to accept a form of payment, or other delays in the payment clearing process, some transactions may take longer to be credited to a payee account. Users agree that we are not responsible for any delays in payment for any reason.
12. REQUIREMENTS AND PROHIBITED ACTIVITIES
12.1 The Platform and our Services may only be used for a User’s bonafide business transactions. User Accounts may not be (a) used for any purpose that is unlawful or not set out by these Terms; (b) used for any personal, family, or household use; (c) provided to or used for the benefit of an individual, organisation, or country that is blocked or sanctioned; or (e) used for any other activities not in a User’s ordinary course of business.
12.2. We will not approve and may close Accounts that we know or believe are engaged in any of the prohibited activities identified above, or any other restricted category as determined by us in our sole discretion. Where a User is engaged in certain restricted activities, we may require that the User provide additional information to open or maintain an Account. We may update the list of prohibited or restricted activities at any time and from time to time. Users agree to review this regularly and contact us with any questions a User may have about how this list may apply to a User’s business.
12.3. We may suspend or terminate access to an Account if we believe in our sole discretion that this section was violated, or to comply with applicable laws or regulations. Without limiting any of a User’s indemnification or other obligations to us, the User agrees to pay all fines imposed on us or any affiliate, officer, employee, agent or representative thereof by issuers, regulators, or government agencies for the User’s violation of this section.
13. GENERAL PROHIBITIONS
13.1. Users represent, warrant, and agree that they will not contribute any content or otherwise use our Platform or our Services or interact with our Platform or Services in a manner that:
14. LICENSE GRANTED BY KEMA
14.1. Subject to a User’s compliance with these Terms, we grant Users a limited non-exclusive, non-transferable licence to use the Platform (including installing a copy of our application on a User’s mobile device and running such copy of the application) for their ordinary business purposes. This licence terminates upon termination or expiration of an Account. An account will be considered expired where there has been no activity on the Account (including no log-ins) for a continuous period of six (6) months.
15. INTELLECTUAL PROPERTY
15.1. As between Users and us, we shall own and retain all rights, title and interests in and our Services (except for any licensed content and software components included therein). Users agree not to reverse engineer, decompile, distribute, licence, sell, transfer, disassemble, copy, alter, modify, or create derivative works of our Services or otherwise use our Services in any way that violates the use restrictions contained in these Terms. We do not grant Users any licence, express or implied, to any of our intellectual property or that of our licensors. Users further acknowledge and agree that any information regarding the design, “look and feel”, specifications, components, functionality or operation and payment terms and pricing (if applicable) of our Services is considered our confidential and proprietary information.
15.2. Users shall retain all rights, title and interests in and to (a) all graphics, images, files, data and other information transmitted by Users to us in connection with its use of our Services and (b) reports and other materials generated by our Services following such transmission, provided, however, that Users hereby grant to us a worldwide, royalty-free, non-exclusive licence to use (i) data generated as a result of Users’ use of our Services solely for purposes of (x) maintaining and improving our Services and (y) providing Users with access to special product offers and promotions and (ii) non-identifiable, anonymous, aggregated data regarding Users’ use of our Services compiled by us.
15.3. Our graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of Kema. Our trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without our prior written permission.
16. LINKS TO THIRD-PARTY WEBSITES
16.1. Our Services may now or in the future contain links to third-party websites, advertisers, services, or resources that are not owned or controlled by Kema. Users acknowledge and agree that Kema has no control over and is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, privacy policies, practices, or services on or available from such websites or resources.
16.2. Links to such websites or resources do not imply any endorsement by Kema of such websites or resources or the content, products, practices, privacy policies, or services available from such websites or resources.
16.3.Users acknowledge sole responsibility for and assume all risk arising from use of any such websites or resources or the content, products, or services on or available from such websites or resources. Additionally, Users dealings with or participation in promotions of any third parties, including payment and delivery of goods, and any other terms are solely between Users and such third parties. Users agree that Kema shall not be responsible for any loss or damage of any sort relating to dealings with such third parties.
16.4. We encourage Users to be aware of when Users leave our Services and to read the terms and conditions and privacy policy of any third-party website or service that Users visit.
16.5. Users expressly relieve Kema from any and all liability arising from Users’ use of any third-party website or services or third-party content.
17. TERM, TERMINATION AND ACCOUNT CANCELLATION
17.1. If a User breaches any of these Terms, we have the right to suspend, disable or terminate the User Account or terminate these Terms, at our sole discretion and without prior notice to the User. We reserve the right to revoke User access to and use of our Services at any time, with or without cause. In the event Kema terminates these Terms, a User and/or Merchant will remain liable for any and all amounts due hereunder.
17.2. A User may terminate its Account by paying all amounts owed and providing notice to us but are still responsible for any outstanding charges and other amounts owed. User payments and Kema's acceptance of any amounts does not extinguish or waive any of Kema's rights hereunder.
17.3. If a User reapplies or reopens an Account or uses or attempts to use the Services then the User is consenting to the Terms in effect at that time.
17.4. Kema may terminate or suspend a User Account, by providing the User with written notice.
17.5. These Terms are effective when a User starts to sign up for an Account and continues until terminated by either the User or us.
18. ELECTRONIC SIGNATURES AND CONSENT
18.1. By registering for an Account, a User agrees that such registration constitutes the User’s electronic signature, and the User consents to us providing notices to the User, including in each case those required by law, and the User shall ensure that all other authorised Users of its Account consent to receiving User notifications electronically. User understands that this consent has the same legal effect as a physical signature.
19. NOTICES
19.1. Our notices to a User will be effective if provided to an administrator designated by the User for its Account, and notifications to Users will be effective if provided to the applicable User, in each case electronically through the dashboard in the Platform, via e-mail, or (except as provided below) via SMS to the contact information provided to us by the administrators or the User, as applicable; provided that notice of any material change to or amendment of these Terms will be provided via email to an administrator of the Account.
19.2. User agrees that any notice or other type of communication provided to the User pursuant to the terms of this Agreement, and any future disclosures required by law, including electronic fund transfer disclosures, may be made electronically by posting the notice on the Platform or emailing the User, to the extent allowed by law. Any notice we send the User will be deemed to have been received by the User within three days of being sent. If any of the User Accounts has more than one co-owner, notice to any one co-owner will be considered effective notice to all. Users may request a paper copy of the information up to sixty days after receiving our electronic message. Users agree to notify us immediately of any change in their email address.
20. LiIMITATIONS OF LIABILITY
20.1. To the extent permitted by law our Services are provided “as is” and without warranty. Users acknowledge and agree that from time to time, our Services may be delayed, interrupted or disrupted for an indeterminate period of time. Such events may include, without limitation: server updates, software updates, power outages, equipment malfunctions, natural disasters, attacks on infrastructure by hackers or terrorists and interruptions or delays in transmission by a User’s telecommunications carrier. We, and our affiliates, are not liable for any claim arising from any such delay, interruption, disruption or similar failure. In no event will we, or our affiliates, be liable for indirect, consequential or special damages, including lost profits, arising from a User’s use of our Service, even if such damages were reasonably foreseeable and notice was given regarding them. These limitations will apply to all causes of action, whether arising from breach of contract, tort (including negligence) or any other legal theory.
21. REPRESENTATIONS AND WARRANTIES
21.1 In addition to other representations and warranties provided by the User under these Terms, Users represent and warrant that (a) the entity which a User represents is and will continuously throughout the time the User has an operative Account, be duly organised and in good standing under the laws of its jurisdiction of incorporation, (b) administrators designated by a User have requisite organisational power and authority to conduct business on and manage the Account in all respects; (c) User and its other authorised Users for a User Account will not engage in activities prohibited by these Terms, and (d) all company data and personal data provided to Kema is and shall be complete, accurate and current.
22. INDEMNIFICATION
22.1. The User indemnifies, defends and holds harmless Kema, our affiliates and each such affiliate's employees and contractors, and any other third-party service providers (each an "Indemnitee") and hold them harmless from and against any losses, liabilities, damages, claims, costs or expenses (including reasonable attorneys' fees) arising out of or relating to claims, proceedings, suits, or actions brought by or initiated against Kema or any of the other Indemnities specified above by any third party (i) due to the breach by the User of the Platform, any terms applicable to any third-party services or any other agreements with Kema or any third party or that otherwise relate to the Services. Kema may defend any claim subject to indemnification hereunder; using counsel of its choice, and the User will pay or promptly reimburse Kema for the reasonable fees of such counsel and all related costs and reasonable expenses.
23. GOVERNING LAW AND JURIDISCTION
23.1. The Terms will be governed by the laws of the Dubai International Financial Centre (DIFC), United Arab Emirates. Any dispute regarding these Terms will be subject to the exclusive jurisdiction of the DIFC Courts. If any portion of the Terms is held to be unenforceable, invalid or illegal by any court of competent jurisdiction, the remainder of the Terms will not be affected.
24. GENERAL TERMS
24.1. Severability: If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal or unenforceable and can be deleted without altering the essence of these Terms, the invalid, illegal or unenforceable provision will be severed and the remaining provisions will remain in full force or effect.
24.2. No Waiver: Any failure by us to enforce any terms set out in these Terms or other policies with a User is not a waiver of our rights to enforce those terms.
24.3. Assignment and third-party rights: Users may not assign or sub-contract any of their rights or obligations under these Terms to any third party unless we agree in writing. We may assign, transfer or sub-contract any of our rights or obligations under these Terms to any third party at our discretion.
24.4. Entire agreement: The Terms (as amended from time to time) set out the entire understanding and agreement between a User and us with respect to the use of the Platform.
25. ASSISTANCE
25.1. If you have any questions, comments or complaints about the Platform, please contact us at: support@kema.co
Please read this Privacy Policy carefully. This policy describes the way Kema FZ-LLC and its affiliates, subsidiaries and vendors (collectively “Kema”, “kema”, “we”, “us” or “our”) collect, protect, use and store your personal information ("Personal data"). By using our products and services through any means, you accept this Privacy Policy. If you do not accept the terms of this policy, you must stop using or accessing this website or platform.
Respect for the privacy of your personal and other information is important to us.
We are the Controller for the purposes of the Data Protection Law of the personal information that we collect or receive from you as more fully described in this policy.
This website (www.kema.co, or any successor site) and its related sub-domains, sites, online applications, services and tools (“Platform”) are owned and operated by Kema FZ-LLC.
We collect personal information via different means, including:
We may collect, store, use and transfer your personal information, this includes:
We may also collect, use and share anonymised aggregated data about visitors to the website or platform for reporting purposes. However, no single individual will be identifiable from the aggregated data we collect or disclose by us for these purposes.
Kema’s website and platforms are not targeted, intended or expected to be of use by children and we do not knowingly collect data related to children.
We may use the information we obtain about you for the following purposes:
We may share your personal information with third parties in order to provide you with our services. This may include:
We will not disclose, rent or sell your personal information to any third party other than as set out in this policy unless you have consented to this. If you give us your consent for processing your personal information in a certain way but later change your mind, you may contact us to proceed with such changes (see “How to contact us?”).
We might share your transactional information with other Kema users, but only when strictly necessary (eg: the company you are buying from).
Your information may be transferred to and stored in locations outside of the United Arab Emirates (“UAE”) . When we do this, we will ensure appropriate safeguards are in place to ensure a similar degree of protection is afforded to it and that the transfer is lawful.
This website may include links to third party websites, plug-ins and/or applications. Clicking on those links or enabling those connections may allow third parties to collect or share information about you. We do not control these third party websites and are not responsible for their privacy statements.
You have a number of rights when it comes to your personal information. This includes:
There may be situations when you wish to exercise one of your rights and we are unable to agree to your request (e.g. because we have compelling legitimate grounds for using your information, or because we need to keep your information to comply with a legal and/or regulatory obligation).
You will not ordinarily have to pay fees to access your personal data (or to exercise any other rights). However, we may charge a reasonable fee if your request is clearly unfounded, repetitive or excessive. Alternatively, we could refuse to comply with your request in these circumstances.
We may need to request specific information from you to help us confirm your identity and ensure your right to access your personal data (or to exercise any of your other rights).
We try to respond to all legitimate requests within 30 working days. Occasionally it could take us longer if your request is complex or you have made several requests. In this case, we will notify you and keep you updated.
Cookies are files that websites put on your device to provide you with a better, more personal and relevant experience online. Some cookies are essential for websites to work and others are there to give you a better, more enjoyable experience online. By continuing to use our websites or platforms, you are agreeing to our use of cookies. Alternatively, you can manage them in your browser settings.
Kema has put in place appropriate security measures to prevent your personal data from being accidentally used or accessed in an unauthorised way, altered or disclosed. We store and process your information maintaining physical, electronic and procedural safeguards. We maintain physical security measures to guard against unauthorised access to systems and use safeguards such as firewalls and data encryption. We enforce physical access controls to our buildings, and we authorise access to personal information only for those employees or agents who require it to fulfil the responsibilities of their jobs.
While we aim to protect your personal data, we cannot ensure or guarantee the security of any personal data you transmit to us. Any transmission of your personal information is done at your own risk.
We reserve the right to modify or amend this policy from time to time. You are advised to check this policy periodically to ensure that you are aware of and comply with the current version of the policy. Changes are binding on users of the website or platform and will take effect immediately on posting of the revised policy on the website. You will always be able to find the most recent version on Kema’s websites.
If you have any questions or requests, or if you want to exercise any of your rights related to Kema’s Privacy Policy, please contact us at support@kema.co
1. SERVICES AND SUPPORT
1.1. Kema shall provide the Services to the Merchant as set out in a separate document signed between the Merchant and Kema on the terms and conditions of this Agreement from the Effective Date.
1.2. Any term contained (but not defined herein) shall have the meaning attributed to it in either Agreement or in the Privacy Policy (found at https://www.kema.co/privacy-policy).
1.3. Subject to the terms hereof, Kema will provide Merchant with technical support services and material in accordance with Kema’s standard practice.
2. RESPONSIBILITIES AND RESTRICTIONS
2.1. Merchant represents, covenants, and warrants that Merchant will use the Services only in compliance with Kema’s standard policies and all applicable laws and regulations. Although Kema has no obligation to monitor Merchant’s use of the Services, Kema may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
2.2. Merchant shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services. Merchant shall also be responsible for maintaining the security of the Equipment, Merchant account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Merchant account or the Equipment with or without Merchant’s knowledge or consent.
2.3. Merchant (and its users) represent, warrant, and agree that they will not contribute any content or otherwise use our Platform or our Services or interact with our Platform or Services in a manner that:
3. CONFIDENTIALITY; INTELLECTUAL PROPERTY
3.1. The Merchant and Kema respectively agree to keep in confidence, and not to disclose or use for their own benefit or for the benefit of any third party (except as may be required for the performance of services under this Agreement or as may be required by law), and to take all reasonable efforts to maintain confidentiality of any Confidential Information, documents, or materials that are specified/marked as or are reasonably considered confidential regarding each other’s products, businesses, customers, suppliers, or methods of operation, any information regarding the Merchants; provided, however, that such obligation of confidentiality will not extend to anything in the public domain or that was in the possession of either party prior to disclosure. “Confidential Information” means any information relating to the business of the Parties, including but not limited to trade secrets, customer lists, marketing plans, contracts, technical or non-technical, financial or non-financial information, databases, software, technology, and know-how of the Parties.
3.2. As between Merchant and Kema, we shall own and retain all rights, title and interests in and our Services (except for any licensed content and software components included therein). Kema does not grant Merchants any licence, express or implied, to any of our intellectual property or that of our licensors. Merchants further acknowledge and agree that any information regarding the design, “look and feel”, specifications, components, functionality or operation and payment terms and pricing (if applicable) of our Services is considered our confidential and proprietary information.
3.3. Merchants shall retain all rights, title and interests in and to (a) all graphics, images, files, data and other information transmitted by Merchants to us in connection with its use of our Services and (b) reports and other materials generated by Kema’s Services following such transmission, provided, however, that Merchants hereby grant to us a worldwide, royalty-free, non-exclusive licence to use (i) data generated as a result of Merchants’ use of our Services solely for purposes of (1) maintaining and improving our Services and (2) providing Merchants with access to special product offers and promotions, and (ii) non-identifiable, anonymous, aggregated data regarding Merchants’ use of our Services compiled by Kema.
3.4. Kema’s graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of Kema. Kema’s trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without our prior written permission.
4. PRIVACY POLICY
4.1. By using Kema’s products and services, the Merchant accepts the terms of the Privacy Policy, which is available at https://www.kema.co/privacy-policy
5. MARKETING
5.1. Throughout the Term of this Agreement, in connection with the operation and marketing of the Platform, the Merchant hereby grants to Kema a free of charge right to use, copy and publicly display, any photo, logo, video and information available on the Merchant’s website or publicly available.
6. PAYMENT OF FEES
6.1. Merchant will pay Kema the then applicable fees described in Annex 1: “Service & fees” for the Services in accordance with the terms therein (the “Fees”). Kema reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then current renewal term, upon thirty (30) days prior notice to Merchant (which may be sent by email). If Merchant believes that Kema has billed Merchant incorrectly, Merchant must contact Kema no later than 30 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Kema’s support department.
6.2. Kema may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Kema seven (7) days after the mailing date of the invoice. Any failure to pay the full amount owed to Kema when required is a breach of this Agreement and may result in Service Disruption.
7. TAX
7.1. The Fees in this Agreement shall be stated exclusive of any additional taxes, levies, or fees that may apply to the relevant Services, including VAT, sales, use, or consumption taxes, or taxes of similar nature.
7.2. Merchants will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with the Merchant’s activity in connection with our Services, provided that we may, in our sole discretion, do any of the foregoing on a Merchant’s behalf or for itself as it sees fit.
8. TERM AND TERMINATION
8.1. Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in this Agreement, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.
8.2. In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Merchant will pay in full for the Services up to and including the last day on which the Services are provided. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
9. WARRANTY AND DISCLAIMER
9.1. Kema shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimises errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Kema or by third-party providers, or because of other causes beyond Kema’s reasonable control, but Kema shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, Kema does not warrant that the services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the services. Except as expressly set forth in this section, the services and implementation services are provided “as is” and Kema disclaims all warranties expressed or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.
9.2. In no event will we, or our affiliates, be liable for indirect, consequential or special damages, including lost profits, arising from a Merchant’s use of our Service, even if such damages were reasonably foreseeable and notice was given regarding them. These limitations will apply to all causes of action, whether arising from breach of contract, tort (including negligence) or any other legal theory.
10. INDEMNIFICATION
10.1. The Merchant indemnifies, defends and holds harmless Kema, our affiliates and each such affiliate's employees and contractors, and any other third-party service providers (each an "Indemnitee") and hold them harmless from and against any losses, liabilities, damages, claims, costs or expenses (including reasonable attorneys' fees) arising out of or relating to claims, proceedings, suits, or actions brought by or initiated against Kema or any of the other Indemnitees specified above by any third party (i) due to the breach by the Merchant, any terms applicable to any third-party services or any other agreements with Kema or any third party or that otherwise relate to the Services. Kema may defend any claim subject to indemnification hereunder; using counsel of its choice, and the Merchant will pay or promptly reimburse Kema for the reasonable fees of such counsel and all related costs and reasonable expenses.
11. LIMITATION OF LIABILITY
11.1. Kema is not liable to Merchant for consequential, indirect, special, exemplary, or punitive damages, lost profits, damage attributable to reputational harm, physical injury or property damage, or lost revenue arising from or related to this Agreement or to the Service, including a Merchant’s use of or inability to use Services, whether or not we were advised of their possibility by the Merchant or third parties. Our aggregate liability to a Merchant under this Agreement for all claims is limited to the greater of the total amount of fees actually paid by a Merchant to Kema in the three months preceding the event that is the basis of a Merchant’s claim, or 1500 AED. These limitations apply regardless of the legal theory on which a Merchant claim is based.
12. NON-CIRCUMVENTION AND NON-COMPETE
12.1. Up and until the expiry of the Term of the Agreement, as may be renewed, and for a period of 2 years thereafter, it is agreed that the Merchant shall not, either directly or indirectly, by or through itself, an affiliate, its agent or otherwise:
13. NO WAIVER
13.1. Any failure by us to enforce any terms set out in this Agreement or other policies with a Merchant is not a waiver of our rights to enforce those terms.
14. ASSIGNMENT AND THIRD PARTY RIGHTS
14.1. Merchant may not assign or sub-contract any of their rights or obligations under this Agreement to any third party unless we agree in writing. We may assign, transfer or sub-contract any of our rights or obligations under this Agreement to any third party at our discretion.
15. ENTIRE AGREEMENT
15.1. This Agreement (as amended from time to time) set out the entire understanding and agreement between the Merchant and Kema with respect to the use of the Platform.
16. FORCE MAJEURE
16.1. Neither Party shall be liable to the other for a failure or delay in its performance of a required obligation pursuant to this Agreement (except for the payment of amounts due hereunder) to the extent that such failure or delay is caused by events such as fire, riot, flood, labour disputes, natural disaster, regulatory action, Internet or telecommunications failures, or other causes beyond such Party's reasonable control, provided that the non-performing Party gives notice of such condition and continues or resumes its performance of such affected obligation to the maximum extent and as soon as reasonably possible and, provided further, that either Party may terminate this Agreement upon delivery of written notice to the other Party if such condition continues for a period in excess of sixty (60) days.
17. GOVERNING LAW AND JURISDICTION
17.1. This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of the DIFC.
17.2. The Parties irrevocably agree that any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the Rules of the DIFC-LCIA, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one and shall be appointed by the director general of the DIFC-LCIA Arbitration Centre. The seat of the arbitration shall be the Dubai International Financial Centre and the language to be used in the arbitral proceedings shall be English.