TERMS OF USE

The ‘Distinguished for Electronic Payments’ (“We”, “Us”, “Swypex”) extends our warmest welcome! These terms of use ("Terms") govern the Company’s use of banking and other financial services we make available to You on our platform ("Platform" app.swypex.com), prepaid cards ("Cards''), and mobile application ("App"), collectively referred to as the ("Services"). (“Company”) means the legal entity that is applying for or that has opened a Swypex (“Account”) to use the Services, and (“Users”) means the individual using the Account and Services after being duly authorized by the Company to do so. ("You" and “Your”) refer to the authorized representative of the Company who is using the App and applying for opening an Account to avail the Services provided by Swypex.

If you are applying for an account, you are stating that you are an authorized representative of the company and have the power to enter into this agreement on behalf of the company. You are agreeing to this agreement on behalf of the company. By accessing or utilizing our services, you agree to be bound by these terms, which are legally binding and form an agreement between you and Swypex.

1. Use of Services

1.1 Eligibility

You may use Swypex’s Services only if you meet certain requirements, specifically:

1.2 Registering/Opening an Account

When opening an Account with Swypex, you gain access to Services that are provided by our (“Banking Partner”), being Mashreq Bank, a bank duly incorporated under the laws of the Arab Republic of Egypt having commercial register number 40051, such as the Account and Cards. By using our Services you agree to any supplemental terms and agreements provided by our Banking Partner.

To open an Account, you must fulfill the related application form by submitting certain information about the Company and personal information (“Information”) about you, including your National Identification Card, phone number and email. We also require providing the Company’s commercial registration number, tax registration number, nature of business, phone number, email, fax and any other documentary information used to verify business and personal information, or any other information requested by Swypex or our Partner Bank if deemed necessary

By opening an Account and using our Services you agree that the Information is accurate and up to date and acknowledge that we may share part or all of the Information with our Banking Partner when required by laws and regulations, or competent authorities. If the Information is incomplete, inaccurate, or out of date, we may deny your application or suspend our Services and our Banking Partner may also deny your application at their discretion.

The Company and you are solely responsible for maintaining accurate, up to date and complete information throughout the use of our Services, and you shall promptly notify Swypex if any changes occur to the Information provided by you.

We may require you to verify Information previously provided or request the provision of additional information. We may prohibit you from using the App if you deny the provision of any additional information that we might request at any time.

1.3 Account Management and Security

You are responsible for any actions or failure to act on the part of Users, or those using their credentials to access your Account. You are solely responsible and liable for the activity that occurs on your Account.

We adhere to the highest security standards to provide you with our Services. We also recommend you to take the necessary security precautions when using our Services, such as using strong passwords and keeping your credentials private. We will never ask you to share your password, passcode, card PIN or CVV or full card number. If you have received a request asking you to share your credentials or information then report it to Swypex immediately. You must also report lost or stolen Cards, phone or laptop, or any breach or potential breach of your Account immediately at [email protected].

We will not be liable for any losses caused by any unauthorized use of your Account.

We may suspend access to your Account if we believe that your Account has been compromised and will notify you in doing so.

1.4 Prohibitions

By using our Services you agree and understand that you shall not:

1.5 Fees

To provide you with certain Services, we charge you (“Fees”). By using our Services you agree that Swypex will deduct these Fees from your Account when using these Services via Direct Debit. We will always notify you of any Fees before their deduction and you can always learn more about Swypex Fees on our Platform.

1.6 Cashback

Effective Date: October 8, 2024 to December 31, 2024.

1.6.1 Introduction to the Cashback Program

By joining our cashback program, You unlock exclusive rewards as part of our commitment to giving back to our valued Users as part of our marketing benefits. These Terms outline how You can earn cashback on your qualifying purchases. By participating, you agree to the following Terms, so dive in and start maximizing your benefits with Us today!

1.6.2 Eligibility and Cashback Rate

Eligible Users can earn a cashback to their Account based on the total amount of qualifying purchases. For every EGP 1,000,000 You spend, We are going to reward You with EGP 10,000 in cashback into your Swypex account (“Cashback”). Swypex retains the right to determine the eligibility of Users or Cashback subject to Swypex’s discretion. Noting that the most Cashback You can earn in a single calendar month is capped at EGP 100,000; however, We may choose to adjust or exceed this cap at our discretion with a prior written notice to eligible Users. Once You meet the qualifying spend during the current month, the Cashback will be credited to your Account within 7 working days of the following calendar month.

1.6.3 What are the Qualifying and Non- Qualifying Transactions?

For your purchases to qualify, they shall total at least EGP 1,000,000 within calendar month. Only Users’ purchases that meet this threshold will be eligible for Cashback.

However, some transactions will not earn You Cashback, including:

1.6.4 Refunds and Reversals

If You process any refunds or reversals, your total qualifying spend will be reduced. If this causes your total to drop below the Cashback threshold, We will adjust or deduct the applicable Cashback from your Account.

1.6.5 Cashback Program Duration

The Cashback program will remain valid until December 31, 2024 and may be extended by Swypex with a prior written notice to Users regarding its duration.

1.6.6 Changes and Modifications to the Cashback Program

We may modify or terminate the Cashback program, including its terms and conditions with a prior written notice to Users. Should any material changes be made, We will inform You via email or on our Platform.

2. Proprietary Rights

Subject to the terms and conditions herein, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Services as permitted by the features of the Services.

We may terminate this license at any time for any reason or no reason. The Services and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the "Swypex IP"), and all Intellectual Property Rights related thereto, are the exclusive property of Swypex and its licensors. Except as explicitly provided herein, nothing in the Terms shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Swypex IP. Use of the Swypex IP for any purpose not expressly permitted by this Agreement is strictly prohibited.

By submitting any feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction, and will not place Swypex under any fiduciary or other obligation, and that we are free to use your feedback without any additional compensation to you, or to disclose your Feedback on a non-confidential basis or otherwise to anyone muffin. You further acknowledge that, by acceptance of your submission, Swypex does not waive any rights to use similar or related ideas previously known to Swypex, or developed by its employees, or obtained from sources other than you.

For the purposes of the Terms, "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

3. Site Data and Privacy

You acknowledge, understand, and agree that we will collect, process, and share the Company’s data and personal data provided by the Company to

Swypex to provide the Services, comply with Swypex’s regulatory obligations, or as otherwise described in the Terms and Swypex’s Privacy Policy.

Use of Customer Business Logos

In addition to our Privacy Policy, this section outlines the terms governing the use of customer business logos on the Swypex website and marketing materials:

Logo Usage Authorization: By using our banking services and providing your business logo, you grant Swypex the non-exclusive right to use your logo for advertising and promotional purposes related to our banking services.

Consent and Revocation: Swypex will seek your explicit consent before featuring your business logo on our website, marketing collaterals, or promotional content. You retain the right to revoke this consent at any time by contacting our support team at [email protected], and We will take action within 10 business days. .

Intellectual Property Rights: You affirm that you own all necessary rights to grant Swypex the right to use your business logo for advertising and promotional purposes. Swypex acknowledges that your business logo remains your intellectual property, and we do not claim any ownership or additional rights to it beyond the scope of this agreement.

Display and Modifications: Swypex may display your business logo on our website's "Clients" or "Partners" page, marketing materials, and other promotional content. While we will not make substantial modifications to your logo without your prior consent, minor alterations, such as resizing for display purposes, may be applied as necessary.

Third-Party Sharing: Swypex may share your business logo with our affiliates, partners, and third-party service providers for advertising and promotional purposes, but only in line with our Privacy Policy and the clauses related to logo sharing.

Retention Period: Your business logo will be retained for as long as it remains relevant to our advertising and promotional initiatives. Upon discontinuing our services or your request for removal, we will promptly remove your logo from our advertising materials.

Compliance: By accepting our Terms of Use, you acknowledge and agree to the use of your business logo as described in this section and in our Privacy Policy.

4. Third Party Links

The Services may contain links to third-party materials that are not owned or controlled by Swypex. Swypex does not endorse or assume any responsibility for any such third-party services, information, materials, products, or Services. If Users access a third-party website, application or service from the Services, Users do so at the Company’s own risk, and you understand that the Terms as well as the Privacy Policy do not apply to the Users use of such third-party services. You expressly relieve Swypex from any and all liability arising from the Users use of any third-party websites, applications, services, or content.

Integration of Third-Party Invoice Platform - User Responsibilities

When you choose to integrate your Swypex account with a third-party invoice platform, you are solely responsible for providing accurate and up-to-date credentials to enable the integration. By entering your credentials on the Swypex platform, you agree that you have the legal right to access and retrieve data from the third-party platform.

You must maintain the confidentiality of your account credentials and not share them with any unauthorized individuals. Swypex will not be held liable for any unauthorized access, data breaches, or misuse of your account due to the improper handling of your credentials.

You have the option to disable the integration with the third-party invoice platform at any time through your Swypex account. By doing so, you revoke Swypex’ s permission to access and retrieve data from the third-party platform.

5. No Warranties

THE SERVICES ARE PROVIDED BY SWYPEX ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND USERS USE OF THE SERVICES IS AT THE COMPANY’S OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SWYPEX PROVIDES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER FLORAL OR WRITTEN, OBTAINED BY YOU FROM SWYPEX OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

SWYPEX, ITS SUBSIDIARIES, AFFILIATES, AND LICENSORS DO NOT WARRANT THAT THE INFORMATION PROVIDED TO YOU THROUGH THE SERVICES IS ACCURATE, RELIABLE, OR CORRECT, THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, OR SECURE, THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO THE COMPANY’S COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM USERS USE OF THE SERVICES OR DOWNLOADING ANY CONTENT THROUGH THE USE OF THE SERVICES.

SWYPEX DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE. SWYPEX WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

6. Limitations of Liability

SWYPEX’S LIABILITY IS LIMITED WITH RESPECT TO YOUR SWYPEX ACCOUNT AND THE COMPANY’S USE OF THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SWYPEX, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICES. UNDER NO CIRCUMSTANCES WILL SWYPEX BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SWYPEX ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM THE COMPANY’S ACCESS TO OR USE OF OUR SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL SWYPEX, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF SWYPEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

7. Indemnification

You agree to indemnify, defend, and hold harmless Swypex and its affiliates, directors, officers, employees, and agents from and against any and all claims, demands, liabilities, damages, losses, expenses, and costs (including attorneys' fees) arising from or in any way related to your use of the Services, your breach of these Terms, or your violation of any law or the rights of any third party. Swypex reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Swypex in asserting any available defenses.

8. Term and Termination

These Terms are effective when you, the Company or the Users start using our Services, and continues to remain effective until terminated by either the Company or Swypex, or in accordance with the instructions of the competent authorities, our Banking Partner Agreements or as otherwise set forth in the Terms.

You may request to terminate this Agreement by ceasing to use the Services and providing a notice to us [email protected]. We will not terminate the Account for a minimum of fourteen (14) business days to allow for any pending transactions and to ensure that we abide by any regulations, Banking Partner Agreements or requests by relevant authorities.

9. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Arab Republic of Egypt.

10. Arbitration

Any dispute arising out of or in connection with the Terms or its interpretation, implementation, performance or termination shall be finally settled by arbitration in accordance with the Rules of the Cairo Regional Centre for International Commercial Arbitration (CRCICA) in force at the time of the arbitration. The arbitral tribunal shall consist of three arbitrators to be appointed in accordance with the said rules. The language of the arbitration shall be English. The seat of arbitration shall be Cairo, Egypt. The laws of the Arab Republic of Egypt shall be the applicable law.

11. Changes to this Agreement

We may modify the Terms, by posting an amended version and including the date of the revision. The amended version will be effective at the time we post it, unless otherwise noted. If such modifications constitute a material change to the Terms, we will provide you with reasonable prior notice. If you do not accept any such modification, you must cancel your Swypex Account. If you continue to use the Services or Cards after any modification takes effect, you will be deemed to have consented to the amended version.

12. Entire Agreement

This Agreement, together with any amendments and any additional agreements you may enter into with Swypex in connection with the Services, shall constitute the entire agreement between the Company and Swypex concerning the Company’s Account and the Services. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the Terms, which shall remain in full force and effective