1. Scope

These Loyalty and Rewards Terms govern any cashback, rebate, bonus, referral reward, revenue share, promotional credit, fee discount, volume incentive or other loyalty arrangement made available by the System Owner through CardsPro (each a “Programme”).

These Terms create a general framework only. No reward is offered, accrued or payable unless a specific Programme is expressly activated for the relevant Client through a published or executed Programme Schedule, Order Form, commercial offer, dashboard notice or other written confirmation.

The Client and the System Owner are collectively the “Parties” and individually a “Party”. Capitalised terms not defined here have the meanings stated in the CardsPro Terms of Service.

2. Relationship with other documents

These Terms supplement the CardsPro Terms of Service. The applicable Programme Schedule sets the commercial rules for a particular Programme, including eligibility, formula, exclusions, caps, timing, currency, settlement and expiry.

If documents conflict, mandatory law and Partner rules apply first, followed by an executed master agreement or Order Form, the specific Programme Schedule, these Terms and then general promotional materials.

Marketing examples, forecasts, calculators and presentations are illustrative and do not override the Programme Schedule or final settlement data.

3. CardsPro and Partner roles

CardsPro is a technology platform. A Programme does not convert the System Owner into a bank, issuer, payment institution, electronic-money institution, deposit-taker, investment firm or fiduciary.

Qualifying card and payment activity may be authorised, processed, settled or reported by independent licensed or authorised Partners. A reward may therefore depend on Partner approval, final settlement, card-network data, merchant classification, fees received and the absence of later adjustments.

No reward constitutes a deposit, safeguarded account balance, electronic money, interest, security, investment product or guaranteed return. A Programme does not grant the participant any ownership interest in Partner income, interchange, System Owner revenue or other funds before the reward becomes due under the applicable Programme Schedule.

4. Creation and activation of a Programme

A Programme is active only after the System Owner identifies its effective date and applicable participants. The Programme Schedule should state:

• Programme name and purpose;
• eligible Clients, End Users, cards, BINs, products and jurisdictions;
• qualifying activity and excluded activity;
• calculation formula, rate, caps and thresholds;
• measurement and settlement period;
• reward currency and method of payment or credit;
• minimum payout amount and timing;
• expiry, forfeiture and clawback rules;
• tax and invoicing requirements;
• dispute deadline and supporting evidence; and
• suspension, modification and termination rules.

If a required item is not expressly stated, the System Owner may apply the reasonable operational rule most consistent with these Terms, Partner data and the purpose of the Programme.

5. Eligibility and participation

Participation is limited to approved Clients, partners or End Users identified in the Programme Schedule and in good standing.

The System Owner may require completed KYB or KYC, sanctions screening, a signed agreement, tax information, payment details, Partner approval and absence of overdue obligations before enrolment or payment.

Participation is personal to the approved participant and may not be transferred, sold, assigned, pooled or made available to another person unless expressly permitted.

The following are ineligible unless the Programme Schedule states otherwise:

• suspended or terminated accounts;
• sanctioned persons or prohibited jurisdictions;
• persons under investigation for fraud, misuse or compliance concerns;
• employees or related persons where conflict rules prohibit participation;
• unapproved sub-distributors or referrals; and
• activity outside the approved business model, card, BIN, merchant category or territory.

6. Types of Programmes

Subject to an applicable Programme Schedule, CardsPro may support:

• Partner revenue share: an agreed share of defined net revenue actually received in relation to approved activity;
• Volume incentive: a reward based on qualifying settled turnover, active cards, approved transactions or another threshold;
• Referral reward: a one-time or recurring reward for introducing an eligible prospect that is accepted and satisfies stated activation criteria;
• Promotional credit: a non-cash credit applied against specified CardsPro fees or services;
• Cashback or rebate: a return calculated on qualifying settled transactions or charges; and
• Custom incentive: an individually negotiated reward, discount or margin stated in an executed document.

Different Programmes may have different economic sources and conditions. A description of one Programme must not be used to interpret another.

7. Qualifying activity

Activity qualifies only if it:

• is performed by an eligible participant during the Programme period;
• uses an eligible card, account, API configuration, product and Partner route;
• complies with these Terms, the Terms of Service, Partner rules and applicable law;
• is genuine, authorised and connected with the approved business purpose;
• is successfully cleared and finally settled where settlement is relevant; and
• is not excluded, reversed, refunded, charged back, disputed or adjusted.

Authorisation, a pending status or a dashboard entry does not by itself establish qualification. A transaction may cease to qualify after later settlement information or investigation.

8. Excluded activity

Unless expressly included in the Programme Schedule, rewards are not calculated on:

• declined, cancelled, expired or failed authorisations;
• refunds, reversals, chargebacks, retrievals or disputes;
• taxes, duties, tips, cash withdrawals, quasi-cash or cash-equivalent transactions;
• fees, fines, penalties, reserves, security deposits or pass-through costs;
• prohibited or restricted merchant categories;
• transactions involving the participant, its affiliates or related persons where treated as self-dealing;
• test, artificial, duplicated, split, circular or manipulated transactions;
• activity resulting from stolen credentials, fraud or unauthorised use; or
• activity excluded by a Partner, card network or applicable law.

The System Owner may treat substantially connected transactions as a single transaction when assessing a cap, threshold or anti-abuse rule.

9. Calculation

Rewards are calculated using the formula and measurement period in the Programme Schedule. Unless stated otherwise, calculation occurs after receipt and reconciliation of relevant Partner and card-network data.

The calculation base may be reduced by refunds, chargebacks, reversals, taxes, network fees, Partner costs, currency conversion, negative balances, reserves, unpaid invoices, fines and other amounts specified in the Programme Schedule.

If more than one Programme appears applicable to the same activity, only one reward applies unless stacking is expressly authorised. The System Owner may apply the Programme that is more specific to the relevant activity.

Rounding, conversion and timing rules may be applied at transaction, daily, monthly or payout level as stated in the Programme Schedule. Minor differences may arise because Partners process settlement and exchange rates at different times.

System Owner records, together with final Partner and network records, are prima facie evidence of calculation. A participant may demonstrate a manifest error under Section 19.

10. Accrual and status of rewards

A displayed, estimated or pending reward is provisional. It does not create an unconditional debt or ownership right until all eligibility, settlement, compliance, invoicing and minimum-threshold requirements are satisfied and the reward is confirmed as payable.

The System Owner may place an amount on hold while a transaction, refund, chargeback, sanctions alert, compliance review, Partner reconciliation or suspected abuse remains unresolved.

Promotional credits may be limited to specified CardsPro fees and may be non-transferable, non-refundable and not redeemable for cash. Their use does not constitute acceptance or safeguarding of funds by the System Owner.

11. Payment, credit and redemption

Rewards may be paid by an approved transfer method, credited against CardsPro fees or made available through another method stated in the Programme Schedule.

Before payment, the System Owner may require:

• completion or refresh of KYB/KYC and compliance checks;
• a valid invoice or tax document;
• verified payment instructions in the participant’s name;
• satisfaction of a minimum payout threshold;
• absence of overdue amounts, negative balances or unresolved chargebacks; and
• confirmation that payment is lawful and supported by the relevant Partner.

Bank, network, blockchain, intermediary and conversion charges may be deducted where the Programme Schedule so provides. A payment instruction may be rejected if it is unsupported, third-party, anonymous, sanctioned or otherwise unacceptable.

12. Caps, thresholds and expiry

A Programme may impose per-transaction, daily, monthly, annual, participant, card, merchant, country or aggregate caps. Transactions above a threshold do not qualify beyond the cap unless stated otherwise.

Where a minimum payout threshold applies, eligible amounts may roll forward during the Programme period. If the threshold is not reached before expiry or account closure, the amount may be forfeited unless mandatory law or the Programme Schedule provides otherwise.

Rewards and promotional credits may expire on the date stated in the Programme Schedule. The System Owner will not restore an expired amount unless an error attributable to the System Owner prevented timely use.

13. Tax and regulatory responsibility

The participant is responsible for determining and paying taxes, social charges, duties, reporting and licensing obligations arising from participation or receipt of rewards.

The System Owner may request tax-residence information, forms or invoices and may withhold or report an amount where required by law. A withheld amount is treated as paid to the extent remitted to the competent authority.

Nothing in a Programme is tax, legal, investment or accounting advice.

14. Prohibited conduct and abuse

Participants must not manipulate a Programme or generate activity lacking genuine commercial purpose. Prohibited conduct includes:

• artificial volume, self-dealing or circular transactions;
• split transactions designed to evade a cap or control;
• trial-subscription abuse, repeated registrations or multi-accounting;
• collusion with merchants, referrals or End Users;
• false identity, inaccurate information or use of stolen credentials;
• excessive declines, refunds or chargebacks inconsistent with legitimate use;
• automated activity contrary to technical or merchant rules; and
• any activity intended to obtain a reward without satisfying its economic conditions.

The System Owner may use linked-account, device, transaction, merchant, referral and Partner data to identify abuse, subject to applicable data-protection law.

15. Withholding, reversal and clawback

The System Owner may deny, withhold, cancel, deduct or claw back a reward where:

• underlying activity is later refunded, reversed, charged back or adjusted;
• Partner or network data shows that the activity did not qualify;
• the participant was ineligible or breached applicable terms;
• fraud, sanctions risk, manipulation or material error is identified;
• the reward was calculated or paid twice or on inaccurate information; or
• an amount is required to satisfy a negative balance, fine, fee, refund or indemnity obligation.

A clawback may be deducted from future rewards, balances, reserves or invoices to the extent permitted by the applicable agreement and law. If those amounts are insufficient, the participant shall repay the shortfall on demand.

16. Partner and card-network changes

A Programme may depend on Partner pricing, card-network economics, interchange, merchant classification or another third-party arrangement. These factors may change independently of the System Owner.

The System Owner may modify a Programme where necessary to reflect a mandatory Partner or network change. Where practicable, notice will be given before a materially adverse non-urgent change. No reward accrues from a revenue source that the System Owner does not actually receive unless the Programme Schedule expressly provides otherwise.

17. Suspension, modification and termination

The System Owner may suspend or terminate participation immediately for suspected fraud, sanctions, prohibited use, material breach, security risk, Partner restriction, regulatory requirement or investigation.

The System Owner may modify or discontinue a Programme on reasonable notice for commercial or operational reasons. A change will not remove a reward already finally confirmed as payable, except where clawback, correction, legal restriction or Partner adjustment applies.

Participation automatically ends when the related CardsPro service or Client account terminates, unless the Programme Schedule permits a separate wind-down period.

18. Effect of account closure

Upon account closure, pending rewards remain subject to final settlement, compliance review, chargeback and Partner-adjustment periods. The System Owner may retain amounts reasonably necessary for unresolved exposure.

Confirmed rewards may be set off against amounts owed. Unvested, expired, abusive or non-qualifying rewards are forfeited. Any remaining payable amount will be handled according to the Programme Schedule and supported payment methods.

19. Errors and disputes

A participant should review reward statements and notify the System Owner of a suspected calculation error through contacts within 30 days after the relevant statement or credit, unless the Programme Schedule provides another period.

The notice should identify the Programme, period, transaction or referral and include relevant evidence. The System Owner may request further information and consult Partner records.

Failure to raise a dispute within the stated period makes the record final to the extent permitted by law, except for manifest error, fraud or a correction required by a Partner or authority.

20. Personal data

Personal data may be processed to administer participation, calculate rewards, verify eligibility, prevent abuse, comply with tax and sanctions requirements and resolve disputes. Processing is governed by the CardsPro Privacy Policy and, where applicable, a Data Processing Agreement or Partner privacy notice.

Participants must have lawful authority to submit referral or End User data and must provide any legally required notice before doing so.

21. No guarantee and limitation of liability

The System Owner does not guarantee any level of reward, income, savings, turnover, transaction approval, merchant acceptance or continuing Programme availability. Projections and examples are illustrative only.

To the maximum extent permitted by law, the System Owner is not liable for indirect or consequential loss, lost profit, Partner adjustments, merchant classification, network changes or a participant’s tax treatment. The liability limitations in the CardsPro Terms of Service apply to each Programme.

22. Governing law

These Terms are governed by the laws of the United Arab Emirates, unless otherwise expressly provided in the concluded general agreement, order form, or program schedule.

The dispute resolution provision in the CardsPro Terms of Service applies to disputes arising under the Program. In cases where no other provision applies, the courts of the United Arab Emirates shall have exclusive jurisdiction.

23. Contact

System Owner: Kaizo FZE LLC.

Registered office: UAE, BC-892957, Amber Gem Tower, Ajman.

Programme and rewards questions: contacts.

Annex A. Minimum Programme Schedule

Before a Programme is activated, its Programme Schedule should identify the Programme name, effective period, eligible participants, qualifying and excluded activity, applicable cards and jurisdictions, formula, caps, thresholds, settlement source, payment method, currency, timing, expiry, clawback period, tax requirements, dispute deadline, modification rights and any Partner-specific conditions.

No Programme should be advertised as active until these items have been approved and made available to the relevant participants.