Terms & Conditions

In these Company Terms and Conditions (“Terms”), unless the context otherwise requires, the following words and expressions shall have the meanings set out below:

• ·Headings are included for convenience only and shall not affect interpretation.
• ·Words importing the singular include the plural and vice versa.
• ·References to any statute or regulation include any amendment, re-enactment, or replacement thereof.
• ·References to "including" shall mean including without limitation.
• ·References to a party include its permitted successors and assigns.
• ·In the event of any inconsistency between these Terms and information displayed on the Platform, these Terms shall prevail unless expressly stated otherwise in writing.

Drby operates a technology platform that enables Companies to initiate and manage payments for education-related goods and services on behalf of their Employees and associated Students through a licensed Payment Gateway.

The Services provided by Drby are limited to:

• ·enabling the Company to access the Platform and manage payment activities;
• ·generating payment requests and Payment Links;
• ·transmitting payment instructions to the Payment Gateway for processing; and
• ·providing reporting, tracking, and reconciliation tools.

Drby acts solely as a technology platform provider facilitating payment initiation between the Company and Recipients. Drby does not act on behalf of the Company, Employees, or Recipients.

Drby is not a bank, payment service provider, wallet provider, stored-value facility, or lending institution and does not perform regulated financial services. Drby is not a party to the underlying contract between the Recipient and the Employee for the goods or services provided by Recipients.

Drby does not process payments, authorise transactions, capture funds, or execute settlement. All payment processing and settlement activities are performed exclusively by the Payment Gateway. Drby does not guarantee that all payment instructions will be successfully completed.

At no time does Drby receive, hold, store, or control funds. Payments are made directly by the Company to the Recipient through the Payment Gateway.

The functionality of the Services depends on third-party providers, including the Payment Gateway. Drby does not control and is not responsible for their operations, decisions, or settlement timelines. The Payment Gateway is responsible for payment authorization and authentication, fraud detection and prevention, funds capture and settlement, and chargeback processing.

Recipients are independent entities responsible for their goods, services, pricing, and policies, including refunds and cancellations. Drby does not supervise, control, or endorse any Recipient.

Drby does not guarantee payment completion, transaction success, or any commercial outcomes.

The Company appoints Drby, on a non-exclusive basis, to provide access to the Platform and the Services in accordance with these Terms.

Drby shall:

• ·enable the Company to access and use the Platform;
• ·facilitate the initiation of payments to Recipients through the Payment Gateway;
• ·generate and transmit payment requests and Payment Links; and
• ·provide transaction visibility, reporting, and reconciliation tools.

Drby's role is limited to providing the Platform and facilitating payment initiation, coordination, and reporting. Drby does not execute, process, or settle payments.

• ·Drby does not process payments — all payments are processed by the Payment Gateway.
• ·Drby does not hold funds — funds are transmitted directly from the Company's payment method to the Recipient's designated account.
• ·Drby does not guarantee transaction outcomes — transaction success depends on payment method validity, sufficient funds, fraud prevention measures, and Recipient acceptance.
• ·Drby does not provide education, goods, or services offered by Recipients.
• ·Drby does not determine pricing, fees, charges, policies, or payment amounts set by Recipients.

The Company retains full control over its internal policies, payment decisions, and obligations to Employees.

Drby does not guarantee transaction success, payment timing, or any commercial outcomes.

Drby does not guarantee uninterrupted or error-free access to the Platform. Access may be temporarily limited due to maintenance, upgrades, or third-party dependencies.

To use the Platform, the Company must be a duly incorporated and legally operating entity authorised to conduct its business under Applicable Law.

The Company shall designate authorised representatives to access and use the Platform on its behalf. The Company remains responsible for all actions taken by such representatives, including ensuring that all necessary consent has been obtained to make payments and share data on Students' behalf.

The Company shall provide accurate, complete, and up-to-date information during onboarding, including legal, licensing, ownership, and payment details, as required by Drby or the Payment Gateway.

Access to the Services is subject to verification and approval by the Payment Gateway and may be subject to ongoing compliance checks.

The Company shall promptly notify Drby of any material changes to its legal status, ownership, authorised users, or payment arrangements.

The Company shall comply with all Applicable Law in connection with its use of the Platform, including data protection and employment-related obligations.

Drby may suspend or restrict access where eligibility requirements are not met or where required to comply with Applicable Law or third-party requirements.

Drby shall not be liable for any delay, rejection, or suspension arising from verification or compliance decisions made by the Payment Gateway or regulatory authorities.

Drby provides a technology platform enabling payment initiation, payment link generation, transaction visibility, and reporting for the Company.

Drby does not receive, hold, store, safeguard, or control any funds at any time.

Drby does not process payments, authorise transactions, capture funds, or execute settlement. All payment processing and settlement are performed exclusively by the Payment Gateway.

Nothing in these Terms creates any agency, fiduciary, partnership, or trust relationship. Drby does not act as a collection agent, escrow agent, or financial intermediary for the Company.

The Company acknowledges that payment functionality depends on third-party providers, including the Payment Gateway, and that Drby is not responsible for their internal processes, authorisation decisions, or settlement timelines.

The Company acknowledges that Drby operates solely as a technology platform and does not perform regulated financial services.

Each party operates as an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment, agency, fiduciary, or trust relationship between Drby and the Company.

Neither party has authority to bind, represent, or act on behalf of the other in any capacity.

Any arrangements between the Company and its Employees, or between the Company and Recipients, are separate from these Terms. Drby is not a party to such arrangements.

• ·The Company is responsible for initiating payments.
• ·Recipients are responsible for goods, services, pricing, and policies.
• ·The Payment Gateway is responsible for payment processing and settlement.
• ·Drby is responsible solely for providing the Platform and the Services.

Drby does not owe fiduciary, trustee, or custodial duties to the Company in relation to any payments or services.

Payments are initiated by the Company through the Platform on behalf of its Employees for education-related goods or services provided by Recipients.

All payments are processed and settled directly by the Payment Gateway to the relevant Recipient. Drby does not receive, hold, or disburse any funds.

The Company is responsible for confirming payment details, including amounts, recipients, and any applicable schedules, prior to initiating payments.

Drby does not guarantee that any payment will be authorised, processed, or successfully completed.

The Company shall ensure that all payment-related information provided through the Platform is accurate and compliant with Applicable Law.

Payments are initiated by the Company through the Platform based on payment details provided by the Company or Recipients and confirmed at the time of payment.

Drby may generate Payment Links through the Payment Gateway to enable payments to be initiated directly via the Payment Gateway interface.

Payment Links are associated with specific payment details, including the Recipient and payment amount, and must be used only for their intended purpose.

The Company may use or distribute Payment Links internally in accordance with its policies and these Terms.

The initiation or use of a Payment Link does not result in Drby processing, holding, or controlling funds. All payment execution is handled exclusively by the Payment Gateway.

The Company is responsible for verifying the accuracy of all payment details before completing any payment.

All payments initiated through the Platform are processed and settled by the Payment Gateway directly to the relevant Recipient.

Settlement timing, frequency, and availability of funds are determined by the Payment Gateway in accordance with its processes and the Recipient's arrangements.

Any settlement or transaction information displayed on the Platform is based on data received from the Payment Gateway and is provided for reference purposes only.

Drby does not guarantee settlement timing or completion and is not responsible for delays, failures, or discrepancies arising from the Payment Gateway, issuing banks, or payment networks.

Instalment payment options may be made available through the Platform where supported by the Payment Gateway and permitted by the relevant Recipient.

The Company determines whether to utilise instalment payment options and remains responsible for managing any internal policies relating to such payments.

Each instalment is initiated by the Company and processed by the Payment Gateway in accordance with the agreed schedule.

The Company is responsible for managing any consequences of missed or failed instalments in accordance with its arrangements with Recipients or Employees.

Drby does not guarantee the availability or completion of instalment payment schedules.

The Company shall pay fees to Drby for access to and use of the Platform as agreed in a separate commercial agreement or fee schedule.

Fees payable to Drby are independent of payments made to Recipients and are not deducted from funds settled to Recipients unless expressly agreed and facilitated by the Payment Gateway.

All fees are exclusive of any applicable taxes, duties, or governmental charges, which shall be borne by the Company in accordance with Applicable Law.

Drby may amend fees or commercial terms with prior notice. Any changes shall apply prospectively unless otherwise agreed. The updated Fees will apply to Transactions initiated after the effective date of the change. If you do not agree to the Fee increase, you may terminate your Account before the effective date. Continued use of the Platform after the effective date constitutes acceptance of the updated Fees.

The Company shall ensure timely payment of all fees due to Drby in accordance with the agreed terms.

Banks, card issuers, payment gateways, or payment networks may impose additional charges. Such charges are the responsibility of the Company and are separate from Drby's Fees. Recipients may charge their own fees for goods or services; these are determined solely by the Recipient and are not charged by Drby.

Refunds, cancellations, and adjustments are governed by the policies of the relevant Recipient.

The Company is responsible for managing any arrangements with Employees relating to refunds or cancellations.

Where a refund is approved by the Recipient, it shall be processed through the Payment Gateway in accordance with the Recipient's instructions and the Payment Gateway's procedures.

Drby does not approve, deny, initiate, or execute refunds, cancellations, or adjustments.

Any adjustments to payment amounts or schedules must be authorised by the Recipient and implemented through the Payment Gateway.

The Company is responsible for handling any disputes with Employees relating to payments, while disputes relating to goods or services must be addressed with the relevant Recipient.

Drby is not responsible for refund outcomes, timing, or disputes arising from Recipient decisions or Company arrangements.

Chargebacks may be initiated through issuing banks in accordance with applicable card scheme rules and the Payment Gateway's procedures.

The Company is responsible for managing and responding to chargebacks, including providing supporting documentation required by the Payment Gateway or issuing banks.

The Company shall manage any financial or operational impact of chargebacks in accordance with its internal policies and arrangements with Employees.

Drby may provide transaction records or platform data for reference but does not manage or determine dispute outcomes.

The Company shall comply with all requirements of the Payment Gateway and applicable payment networks in relation to disputes and chargebacks.

Drby is not liable for any losses, penalties, fees, or consequences arising from chargebacks or payment disputes.

The Company shall comply with all Applicable Laws and regulations in connection with its use of the Platform, including data protection, employment, and consumer protection obligations.

The Company shall ensure that all information provided through the Platform, including Employee and Student data, is accurate, complete, and kept up to date.

The Company shall use the Platform solely for legitimate purposes and shall not use it for any unlawful, fraudulent, or unauthorised activity.

The Company shall ensure that any Personal Data relating to Employees or Students is collected, used, and shared in compliance with Applicable Law and that all necessary consents or authorisations have been obtained.

The Company shall not share sensitive Personal Data through the Platform unless permitted under Applicable Law and necessary for the provision of the Services.

The Company is responsible for maintaining internal policies governing payments made on behalf of Employees.

The Company shall cooperate with Drby in relation to compliance requirements, including providing information or documentation reasonably requested.

Each party shall process Personal Data in accordance with Applicable Law, including UAE data protection laws.

• ·Drby acts as a data controller in relation to operating the Platform and managing accounts;
• ·Drby may act as a data processor when processing Personal Data on behalf of the Company for payment facilitation; and
• ·Drby and the Company may act as independent or joint controllers where both determine the purposes and means of processing Personal Data.

The Company shall:

• ·ensure that it has a lawful basis for processing Personal Data;
• ·obtain all necessary consents or authorisations from Employees and, where applicable, Students or their Parents or Guardians; and
• ·ensure that Personal Data shared with Drby is accurate and lawfully obtained.

The Company authorises Drby to process and share Personal Data with the Payment Gateway and other service providers as necessary to provide the Services.

Personal Data shall be used only for purposes related to payment facilitation, reporting, compliance, and the provision of Services.

The Company shall not disclose Personal Data through the Platform in violation of Applicable Law or without appropriate authorisation.

The Company shall be responsible for any breach of Applicable Law arising from its collection, use, or sharing of Personal Data.

Drby may share Personal Data with third-party service providers that support the operation of the Platform, including hosting, infrastructure, analytics, and communication services.

Personal Data required for payment processing shall be shared with the Payment Gateway, which processes such data in accordance with its own terms and policies.

Drby may share relevant Personal Data with the Company to facilitate payments, reporting, reconciliation, and internal management.

Drby may disclose Personal Data to regulatory authorities, law enforcement agencies, or other third parties where required to comply with Applicable Law or legal obligations.

Third parties receiving Personal Data are responsible for processing such data in accordance with their own legal and regulatory obligations.

Drby does not control the processing activities of third parties once Personal Data is shared in accordance with these Terms.

Personal Data may be transferred to, stored in, or processed in jurisdictions outside the United Arab Emirates where Drby or its service providers operate.

Where Personal Data is transferred outside the United Arab Emirates, Drby implements appropriate safeguards in accordance with Applicable Law to ensure that such data remains protected.

Cross-border transfers may occur through the use of third-party service providers, including cloud hosting providers and the Payment Gateway, or when Recipients are located outside the UAE.

The Company acknowledges and agrees that Personal Data may be transferred outside the United Arab Emirates in accordance with this Section, and that it has obtained the necessary consents before providing the data to Drby.

The Company shall ensure that any cross-border transfer of Personal Data it initiates complies with Applicable Law.

Drby retains Personal Data only for as long as necessary to provide the Services, comply with Applicable Law, enforce our agreements, and resolve disputes.

Personal Data may be retained for longer periods where required to comply with legal, regulatory, or reporting obligations.

Upon termination of the Company's Account, Personal Data may be retained for a reasonable period for compliance, record-keeping, and dispute resolution purposes.

Where Personal Data is no longer required, Drby will take reasonable steps to delete or anonymise such data in accordance with Applicable Law.

The Company shall retain and manage its own records in accordance with Applicable Law and its internal policies.

Drby implements appropriate technical and organisational measures to protect Personal Data against unauthorised access, loss, misuse, or alteration.

Access to Personal Data is restricted to authorised personnel and service providers on a need-to-know basis.

Drby uses reasonable security practices, including encryption, authentication controls, and monitoring systems, to safeguard Personal Data.

Where Personal Data is processed by third-party providers, Drby takes reasonable steps to ensure that such providers implement appropriate security measures.

The Company shall implement appropriate security measures within its own systems and ensure that access to the Platform is properly controlled.

While reasonable measures are taken, no system can be guaranteed to be completely secure.

Each party shall maintain procedures to identify, assess, and respond to incidents involving Personal Data.

Where required under Applicable Law, the affected party shall notify the other party and, where applicable, affected individuals and regulatory authorities of a Personal Data breach.

The parties shall cooperate in good faith to investigate, mitigate, and remediate any Personal Data breach.

The affected party shall take reasonable steps to contain the breach, prevent further unauthorised access, and reduce any potential harm.

The Company shall promptly notify Drby of any Personal Data breach arising from its systems or use of the Platform.

The Company represents and warrants that it has full legal authority to enter into and perform its obligations under these Terms.

The Company confirms that all necessary internal approvals have been obtained and that its authorised representatives are duly authorised to act on its behalf.

The Company represents that it complies with all Applicable Law in relation to its operations, including employment, data protection, and financial obligations.

The Company represents that all information provided to Drby and the Payment Gateway is accurate, complete, and kept up to date.

The Company agrees not to use the Platform for any unlawful, fraudulent, or prohibited activity. The Company shall not:

• ·use the Platform for any unlawful, fraudulent, or misleading purpose;
• ·interfere with or disrupt the operation of the Platform;
• ·attempt to gain unauthorised access to any system, Account, or data;
• ·use the Platform in a manner that could harm Drby, other users, or third parties;
• ·misuse Payment Links or payment functionalities;
• ·transmit viruses, malware, or other malicious code or reverse engineer the Platform; or
• ·violate any Applicable Law, these Terms, or any other policy or guideline issued by Drby.

Violation of this clause may result in immediate suspension or termination of your Account without prior notice, reporting to law enforcement authorities, and legal action by Drby.

The Company represents that it has obtained all necessary consents or authorisations from Employees and, where applicable, Students or their guardians for the processing of Personal Data.

The Company represents and warrants that it shall use the Platform solely in accordance with these Terms and Applicable Law. If the Platform incurs any losses arising out of the Company's use of the Platform for Prohibited Activities, the Company shall be liable to fully compensate the Platform for such amounts.

Drby does not guarantee uninterrupted or error-free access to the Platform.

Access to the Platform may be suspended or limited for maintenance, updates, or improvements. We shall use commercially reasonable efforts to restore Platform availability as quickly as possible.

Certain functionalities depend on third-party providers, including the Payment Gateway. Drby is not responsible for interruptions or failures caused by such providers.

Drby is not liable for delays, errors, or interruptions caused by technical issues, system failures, or connectivity problems beyond its control.

Drby may modify, update, or discontinue features of the Platform from time to time.

All intellectual property rights in the Platform and Services, including software, source code, algorithms, user interfaces, designs, trademarks, databases, and all improvements and derivatives, remain the exclusive property of Drby or our licensors. These Terms do not transfer or assign any intellectual property rights to you.

Drby (including the Drby logo) is a registered trademark of Drby. Nothing in these Terms grants the User any right, license, or permission to use the Drby trademark or any confusingly similar trademark. Any unauthorized use of the Drby trademark is strictly prohibited.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform solely for your internal business purposes. This licence does not permit you to copy, modify, reverse engineer, sublicense, or use the Platform in any manner that infringes third-party intellectual property rights.

The Company shall not copy, modify, distribute, or create derivative works from the Platform, reverse engineer or attempt to extract source code, or use the Platform for any purpose other than as permitted under these Terms.

You retain ownership of data you upload or submit to the Platform. However, you grant Drby a worldwide, non-exclusive, royalty-free licence to use such data solely for purposes of providing the Platform, processing Transactions, providing customer support, improving the Platform, and complying with legal obligations.

“Confidential Information” means any non-public information relating to the other party's business, technology, customers, finances, operations, or these Terms, including commercial terms, Platform architecture, Recipient and Student data, and Drby's proprietary technology and trade secrets.

Confidential information shall be used solely for the purpose of performing obligations under these Terms and using the Services.

Neither party shall disclose confidential information to any third party without prior written consent, except where disclosure is required by Applicable Law or to authorised service providers on a need-to-know basis.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach of these Terms; (b) was already known to the receiving party without obligation of confidentiality; (c) is lawfully obtained from a third party without restriction; (d) is independently developed without reference to the Confidential Information; or (e) is required to be disclosed by Applicable Law or court order.

Confidentiality obligations shall survive termination of these Terms.

The Company shall comply with all Applicable Law relating to anti-money laundering, counter-terrorism financing, sanctions, and fraud prevention.

Drby may conduct verification checks on the Company, including its ownership, authorised representatives, and business activities, and may require supporting documentation.

Drby reserves the right to monitor activity on the Platform to detect suspicious or unlawful behaviour.

Drby may report any suspected illegal, fraudulent, or suspicious activity to relevant authorities, including the UAE Financial Intelligence Unit, where required under Applicable Law.

Drby may suspend or restrict access to the Platform where it reasonably believes that the Platform is being used in violation of Applicable Law.

The Company agrees to receive all communications from Drby electronically, including transactional communications (confirmations, receipts, security alerts), service communications (Platform updates, policy changes), customer support responses, and marketing communications if opted in.

The Company is responsible for maintaining accurate and up-to-date contact information. Drby is not responsible for failed or delayed communications resulting from inaccurate or outdated contact information.

Communications shall be deemed received when delivered through the Platform or sent to the contact details provided by the Company.

Drby may suspend or restrict access to the Platform where it reasonably believes that these Terms have been breached, there is suspected misuse or unlawful activity, or suspension is required to comply with Applicable Law.

The Company may terminate its use of the Platform subject to any agreed notice period and any outstanding obligations.

Drby may terminate access to the Platform where there is a material breach of these Terms or where required by Applicable Law.

Termination or suspension does not affect any rights or obligations accrued prior to such action, including payment or compliance obligations.

To the maximum extent permitted by Applicable Law, Drby shall not be liable for any indirect, incidental, consequential, punitive, or special losses or damages, including loss of profits, revenue, data, reputational harm, business interruption, or loss of anticipated savings.

Drby is not liable for any loss arising from: use or inability to use the Platform; reliance on information provided through the Platform; actions or omissions of the Company, Employees, or Recipients; or failures caused by the Payment Gateway or other third-party providers.

To the extent permitted by Applicable Law, Drby's total liability arising out of or in connection with these Terms shall be limited to the fees paid by the Company to Drby in the twelve (12) months preceding the event giving rise to the claim.

Nothing in these Terms excludes or limits any liability that cannot be excluded under Applicable Law.

If the Platform incurs any losses arising out of the Company's use of the Platform for Prohibited Activities as defined in Clause 21.5, the Company shall be liable to pay and fully compensate the Platform for such amounts. Such amounts shall be payable immediately upon demand and shall survive termination of these Terms.

You agree to indemnify, defend, and hold harmless Drby and its affiliates, directors, officers, employees, and agents from and against any and all losses, damages, liabilities, claims, costs, and expenses (including reasonable legal fees) arising out of or resulting from:

• ·your breach of these Terms, including using the Platform for unlawful purposes or unauthorized transactions;
• ·your breach of Applicable Law, including data protection, anti-money laundering, or consumer protection laws;
• ·lack of authority or consent, including making payments without proper authority or failing to obtain necessary consents;
• ·inaccurate or false information provided during Account registration or in connection with Transactions;
• ·disputes between you and Employees;
• ·unauthorised access to your Account resulting from your failure to safeguard your credentials;
• ·infringement of third-party intellectual property, privacy, or proprietary rights;
• ·fraudulent chargebacks initiated without reasonable basis; or
• ·any other act or omission by you that causes harm to Drby, other users, Recipients, or third parties.

The Company shall indemnify Drby against any claims arising from the unlawful collection, use, or sharing of Personal Data relating to Employees or Students.

The Company may not assign, transfer, or delegate any of its rights or obligations under these Terms without the prior written consent of Drby.

Drby may assign or transfer its rights and obligations under these Terms to an affiliate or as part of a corporate transaction, including a merger, acquisition, or sale of assets.

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

The courts of Dubai shall have exclusive jurisdiction to resolve any dispute arising out of or in connection with these Terms.

Before initiating formal dispute resolution proceedings, the Parties agree to attempt to resolve any dispute through good faith negotiations for a period of thirty (30) days from the date of written notice describing the dispute.