Terms and Conditions

• Darb, We, Us, or Our: Darb Pay Information Technology Company, an electronic money institution licensed by the Saudi Central Bank.
• Client or You: The business entity or government body registered for Darb services.
• Agreement: These Terms and Conditions, the Client's applicable commercial schedule, and any written amendments agreed with Darb.
• Commercial Schedule: The client-specific schedule stating the services, fees, and commercial terms applicable to the Client.
• Account Administrator: The person authorized by the Client to manage the account, Cards, users, and Platform settings.
• Authorized User or Cardholder: An employee or other individual to whom the Client assigns a Darb Card.
• Card: A physical or virtual payment instrument issued by Darb and linked to the Wallet.
• Virtual Card (VCC): A virtual Card issued for approved business expenses, whether for a single transaction or in batches where available.
• Merchant Category Code (MCC): The code used to classify a merchant and apply permitted spending categories.
• International Transaction: A transaction in a currency other than the Card currency or with a merchant or acquiring party outside Saudi Arabia.
• Platform: Darb's systems and applications used to provide the services, including the Dashboard.
• Dashboard: Darb's web or mobile interface for managing accounts, Cards, transactions, limits, controls, alerts, and reports.
• Wallet: The Client's electronic money account linked to the Darb Card programme.
• KYC: The verification procedures required under Saudi Central Bank rules.

1.1 Order of precedence

If these Terms conflict with a Client's Commercial Schedule, the Commercial Schedule prevails for fees and client-specific commercial matters.

1.2 Language

These Terms are issued in Arabic and English. If the two versions differ, the Arabic version prevails.

2.1

Darb provides Card issuance, Card management, electronic Wallet, and corporate expense-management services through the Platform, subject to the features available from time to time and Darb's approved procedures. Services may include:

• Physical and virtual card issuance
• Customizable spending controls
• Real-time transaction monitoring
• Comprehensive reporting and analytics tools
• Dashboard access for centralized management

2.2

Services are provided in accordance with applicable Saudi laws, regulations, Saudi Central Bank instructions, payment-network rules, and required verification procedures.

2.3

References to features in marketing materials or communications do not guarantee their availability or continued availability unless expressly included in the Client's Commercial Schedule. Darb may develop or modify the Platform without materially impairing the contracted service.

2.4

The Wallet is not a bank account or deposit, does not earn interest, and does not provide credit. Cards may be used only against available Wallet funds.

3.1

The Client must be a business entity or government body registered in Saudi Arabia and approved through Darb's verification procedures.

3.2

At least one Account Administrator must be designated who bears full responsibility for account management and card usage.

3.3

KYC is generally completed electronically. Darb may request documents or additional information where reasonably required for regulatory, compliance, or risk purposes.

3.4

Clients must promptly update their legal and account information. Darb may reject or suspend registration for non-compliance, incomplete information, or regulatory concerns.

4.1

Cards are issued subject to Darb's approval process and regulatory compliance requirements.

4.2

Each card must be activated by the designated Authorized User before first use through Darb's secure activation process.

4.3

Cards may be used only for approved business expenses and must not be used for personal, unauthorized, unlawful, or prohibited purposes.

4.4

Clients may configure available controls, including MCC restrictions, daily, weekly or monthly limits, security checks, and Card freezing, unfreezing or cancellation. Transactions that do not satisfy those controls may be declined or suspended.

4.5

The Client is responsible for ensuring its controls are appropriate for its internal policies and for promptly removing access when an Authorized User's employment, engagement, or authority ends.

4.6

Cardholders must ensure that Authorized Users take all reasonable steps to keep their cards, PINs, and any other personal security credentials safe. The Client is responsible for card usage, and personal use by Authorized Users is strictly prohibited.

4.7

Darb reserves the right to deactivate any card in case of suspicious activity, fraud risk, regulatory non-compliance, or upon Client request.

4.8

A Client may dispute an unauthorized or incorrectly executed transaction by notifying Darb without delay and no later than thirty (30) days after the debit, unless applicable law requires a longer period. Darb may request supporting information and documents.

4.9

Cash withdrawal may be available subject to Client controls, Darb limits, and the fees stated in the Client's Commercial Schedule.

4.10

The Client and Authorized User must immediately notify Darb of any lost or stolen Card, disclosed credentials, or suspected unauthorized use. The Client must promptly freeze or cancel a Card and remove access when an Authorized User's employment, engagement, or authority ends.

4.11

Darb may suspend, freeze, or cancel a Card for suspicious activity, fraud, unauthorized use, breach of these Terms, or security, legal, compliance, or regulatory reasons. Darb may act without prior notice where reasonably necessary to protect the Client, account, funds, Cards, or transactions and will notify the Client when reasonably possible.

5.1 General Description

Darb may allow eligible Darb Cards to be added to and used through supported digital wallet or mobile wallet services, including Apple Pay, mada Pay, or any other wallet service made available by Darb from time to time ("Digital Wallets"). A Digital Wallet allows an eligible Darb Card to be digitally represented on a compatible mobile device, wearable device, or other supported device. When a Darb Card is added to a Digital Wallet, the actual card number may be replaced by a virtual card number, device account number, token, or other digital credential used to process transactions securely.

Apple Pay is a service provided by Apple and is subject to Apple's applicable terms and conditions. mada Pay and other Digital Wallets may be provided by their respective operators and may be subject to separate terms and conditions. Darb does not own or operate Apple Pay, mada Pay, or any third-party Digital Wallet.

5.2 Eligibility and Availability

Use of a Darb Card with a Digital Wallet is subject to eligibility, device compatibility, card status, merchant acceptance, applicable laws and regulations, payment network requirements, and Darb's approval.

Darb will make Darb Cards available for use with a Digital Wallet in line with the requirements of the relevant payment network and Digital Wallet provider. Darb will not exclude eligible Darb Cards from use with a Digital Wallet without the prior consent of the relevant Digital Wallet provider, where such consent is required. Where a Digital Wallet provider sets minimum availability or eligibility requirements, Darb will comply with them, including any requirement to obtain the provider's prior consent before excluding cards that would otherwise be eligible. Darb may suspend, restrict, remove, or decline the use of a Darb Card in a Digital Wallet only for security, fraud prevention, compliance, legal, or regulatory reasons, or as otherwise permitted or required by the relevant Digital Wallet provider or payment network.

A Darb Card may not be eligible for use with all Digital Wallets, all devices, all merchants, or in all countries. The availability and functionality of Digital Wallet services may change from time to time.

5.3 Adding a Darb Card to a Digital Wallet

To add a Darb Card to a Digital Wallet, the Cardholder may be required to complete authentication or verification steps, including verification through Darb, the Digital Wallet provider, the payment network, or another authorized service provider.

By adding a Darb Card to a Digital Wallet, the Client and Cardholder authorize Darb, its payment partners, payment networks, processors, and Digital Wallet providers to verify the Darb Card, provision the digital credential, process transactions, and exchange information required to provide and secure the Digital Wallet service.

The Client is responsible for ensuring that each Cardholder is authorized to add and use the relevant Darb Card in a Digital Wallet.

5.4 Use of Darb Cards in Digital Wallets

Transactions made using a Darb Card through a Digital Wallet will be treated as Darb Card transactions and will be subject to these Terms and Conditions, the Client's agreement with Darb, applicable card controls, spending limits, merchant category restrictions, available balance, transaction monitoring rules, and any other restrictions set by Darb or the Client.

Use of a Darb Card through a Digital Wallet does not change the Client's or Cardholder's responsibility for transactions made using the Darb Card. Digital Wallet transactions may be accepted wherever the relevant Digital Wallet, payment network, and contactless or online payment method are supported, subject to Darb's controls and applicable merchant acceptance.

Darb applies the same transaction limits, controls, spending rules, authorization criteria, and approval processes to Digital Wallet transactions — including Apple Pay — as it applies to equivalent transactions made with a physical Darb Card or through other payment channels. Darb will not apply controls, limits, or authorization rules that treat Digital Wallet transactions less favorably than equivalent physical card or contactless transactions.

5.5 Device Security and Cardholder Responsibility

The Client and Cardholder are responsible for keeping any device used with a Digital Wallet secure. This includes maintaining control of the device, using appropriate device security features, and keeping passcodes, passwords, biometric credentials, and authentication methods confidential.

If a device containing a Darb Card in a Digital Wallet is lost, stolen, compromised, accessed by an unauthorized person, or no longer under the Cardholder's control, the Client or Cardholder must immediately notify Darb and take available steps to suspend, remove, or disable the Darb Card from the Digital Wallet.

The Client and Cardholder may remain responsible for transactions made using the Darb Card through the Digital Wallet before Darb receives and processes notice of loss, theft, compromise, or unauthorized use, subject to applicable law and Darb's investigation.

5.6 Suspension, Removal, or Deactivation

Darb may suspend, remove, deactivate, or restrict a Darb Card from a Digital Wallet at any time where Darb considers it necessary or appropriate, including where:

• the Darb Card is permanently cancelled, or the underlying Client account is closed;
• the Client account is suspended or terminated;
• the Cardholder is no longer authorized by the Client;
• Darb identifies suspected fraud, misuse, security risk, or unauthorized activity;
• Darb is required to do so by law, regulation, SAMA requirements, payment network rules, a Digital Wallet provider, or any competent authority;
• the device, Digital Wallet, or Darb Card no longer meets eligibility or technical requirements.

The Cardholder may also remove a Darb Card from a Digital Wallet through the relevant device or Digital Wallet settings, where supported.

Notwithstanding the foregoing, for Digital Wallets that apply card lifecycle management rules, including Apple Pay, where a Darb Card or its related account is temporarily blocked or suspended for reasons other than fraud or financial crime concerns, expires and is renewed or replaced, or has individual transactions declined, Darb will not deactivate or suspend the corresponding digital credentials (including device account numbers, tokens, and provisioning references). Upon card renewal or replacement, Darb will link the existing digital credentials to the new Darb Card. Darb will only deactivate or delete the corresponding digital credentials in the case of account closure, or suspension or termination for fraud, financial crime, or similar concerns, or where required by law, regulation, the payment network, or the Digital Wallet provider.

5.7 Data, Privacy, and Information Sharing

When a Darb Card is added to or used through a Digital Wallet, Darb may process and share information with payment networks, processors, Digital Wallet providers, technology service providers, regulatory authorities, and other authorized parties as required to provide, authenticate, secure, monitor, and support the Digital Wallet service.

This information may include card information, token or device account information, Cardholder information, device information, transaction information, fraud and risk signals, authentication results, and other information required for provisioning, transaction processing, dispute handling, compliance, and security.

Darb will process personal data in accordance with its Privacy Policy, applicable data protection laws, SAMA requirements, and any other applicable regulatory requirements.

Where Apple Pay supplies provisioning data elements and associated reason codes, Darb retains those data elements only for as long as necessary for the purposes described above and, in any event, deletes them within eighteen (18) months of receipt, in accordance with Apple's requirements. Retention periods for provisioning data from other Digital Wallet providers will be governed by the relevant provider's requirements and applicable law.

5.8 Third-Party Terms and Service Availability

Digital Wallet providers may impose their own terms, conditions, privacy policies, eligibility requirements, device requirements, software requirements, and service limitations. The Client and Cardholder are responsible for complying with those third-party terms when using a Darb Card in a Digital Wallet.

Darb is not responsible for the availability, functionality, performance, security, or operation of any third-party Digital Wallet, device, operating system, telecommunications network, merchant system, or payment terminal. Darb will not be liable for any failure or inability to use a Darb Card through a Digital Wallet where the issue is caused by a third-party Digital Wallet provider, device, merchant, network, operating system, or other third-party service.

5.9 Fees, Limits, Refunds, and Disputes

Darb Card transactions made through a Digital Wallet are subject to the same fees, limits, controls, refunds, chargeback rules, and dispute processes that apply to equivalent Darb Card transactions. Darb will not apply fees, limits, or controls to Digital Wallet transactions, including Apple Pay, that discriminate against them compared to equivalent transactions made with a physical Darb Card.

Refunds for transactions made through a Digital Wallet will be processed in accordance with the relevant merchant policy, payment network rules, Darb's processes, and applicable law.

The Client's right to dispute unauthorized or incorrectly executed transactions under Section 4.8 applies equally to transactions made through a Digital Wallet, including Apple Pay.

5.10 Changes to Digital Wallet Services

Darb may amend, suspend, discontinue, or change the availability of Digital Wallet support at any time, subject to applicable law and regulatory requirements. Continued use of a Darb Card through a Digital Wallet after any change constitutes acceptance of the updated terms.

6.1

Exchange Rate Source: All transactions made in a currency other than the card's billing currency will be converted using the Visa exchange rate applicable on the transaction processing date. The Visa exchange rate is determined by Visa and may differ from the rate on the transaction date.

6.2

International Transactions are subject to a 2.75% markup, excluding VAT. Where currency conversion occurs, it is applied in addition to the applicable Visa exchange rate and included in the amount debited from the Wallet.

6.3

Exchange Rate and Fee Variations: The exchange rate and margin fees applied to the following transaction events may differ from those used at the time of original authorization:

• Settlement (when the merchant completes the transaction).
• Refunds.
• Authorization reversals.

6.4

Client Responsibility: By using Darb's services, you acknowledge and accept that exchange rates and fees may vary depending on the timing and nature of the transaction, and that Darb is not responsible for any loss or gain resulting from these currency fluctuations.

7.1

7.2

Clients receive tax invoices detailing applicable fees. Unless the Commercial Schedule states otherwise, invoices must be paid within three (3) business days after issue.

7.3

The Client must review each invoice and submit any written dispute within the payment period while paying the undisputed amount on time. Darb will determine the dispute within ten (10) business days.

7.4

Late payment may result in service suspension, Card deactivation, or lawful collection action. All fees exclude VAT and other applicable taxes.

7.5

The Client authorizes Darb to deduct amounts due under these Terms and the Commercial Schedule directly from the Wallet when due. Darb will provide deduction details through the Dashboard.

8.1

Darb complies with the Personal Data Protection Law (PDPL) and SAMA's Cybersecurity Framework.

8.2

Client data, including transaction records and cardholder information, will be stored securely within Saudi Arabia unless otherwise permitted by SAMA.

8.3

Client information remains confidential and is disclosed only with the Client's written consent or another authorization expressly given under the Agreement, or where required by the Saudi Central Bank, another competent authority, or applicable law.

8.4

Clients are responsible for informing their users about Darb's data processing policies and obtaining any necessary consents.

8.5

If a personal-data breach or unauthorized access affects Client data, Darb will notify the Client within seventy-two (72) hours after becoming aware of it, describe the incident and steps taken, and comply with any separate regulatory-notification duties.

9.1

The Dashboard enables Clients to:

• View transaction history and available expense data.
• Configure card usage controls (such as time restrictions and spending limits).
• Set budgets per card.
• Activate or deactivate cards.
• Use product-specific controls and data fields where included in the Client's contracted service.
• Create and manage spending policies.
• Monitor alerts for suspicious or policy-violating behavior.
• Export transaction reports.

9.2

During the Agreement, Darb grants the Client a non-exclusive, non-transferable right to use the Platform solely to receive the services. Darb retains all intellectual-property rights. The Client must not copy, modify, reverse engineer, or make the Platform available to unauthorized third parties.

9.3

Clients are responsible for maintaining the confidentiality of their own and their users' access credentials and for activity performed through those credentials.

9.4

Darb may suspend Dashboard access for a security breach, policy violation, non-payment, required maintenance, or legal or regulatory reasons.

10.1

Darb is committed to safeguarding client funds in accordance with applicable regulatory requirements. All client funds are held in segregated accounts with licensed financial institutions and are not commingled with Darb's operational funds.

10.2

Your wallet can only be topped up via bank transfer to Darb's designated account. Processing times may vary depending on the issuing bank.

10.3

Clients are responsible for ensuring accurate reference details during top-up transactions to avoid delays in fund allocation.

10.4

Darb reserves the right to set minimum or maximum top-up limits and may refuse or delay top-ups if they appear suspicious or violate applicable regulations.

10.5

Wallet funds are non-investment funds, do not earn interest or returns, and may be used only for authorized business transactions or amounts due to Darb.

10.6

On account closure or termination, remaining funds will be returned to the Client's registered bank account within fifteen (15) business days after completion of closure checks and deduction of amounts due. Darb may retain an amount covering unsettled authorized transactions and open disputes for up to ninety (90) days, after which any remainder will be returned.

10.7

The Account Administrator may request redemption of Wallet funds at par value to the Client's registered bank account, subject to compliance checks and any fee disclosed in the Commercial Schedule.

11.1

Darb is licensed and regulated by the Saudi Central Bank.

11.2

Clients must not use Darb Cards or services for money laundering, terrorism financing, activities prohibited under Saudi law, or activities that violate applicable international sanctions.

11.3

Darb may freeze funds or suspend access upon authorization from SAMA or relevant authorities.

11.4

Clients agree to cooperate with any investigation or audit conducted by Darb or regulatory authorities.

11.5

Clients must comply with applicable Visa network rules and any instructions Darb issues to implement those rules.

12.1

Darb shall not be liable for:

• Indirect or consequential damages or lost profits.
• Transactions occurring before loss or theft of card is reported.
• Outages or failures of third-party systems outside Darb's reasonable control.

12.2

The Client indemnifies Darb against claims arising from misuse of the Platform or Cards, negligence by the Client or its users, or breach of law or these Terms, except to the extent caused by Darb's gross negligence or wilful misconduct.

12.3

In accordance with SAMA guidelines, Clients have the right to raise disputes regarding unauthorized or incorrect transactions, which will be investigated and resolved according to regulatory timelines.

13.1

The Agreement begins when the Client accepts these Terms or the effective date stated in the Commercial Schedule and continues for twelve (12) months.

13.2

It renews automatically for successive twelve-month periods unless either party gives at least thirty (30) days' written notice before the end of the current term.

13.3

Applicable fees continue during the initial and renewal terms and may be reviewed and changed by written agreement at renewal.

14.1

During the initial term, either party may terminate only for the causes below or by written agreement. After the initial term, either party may terminate without cause on thirty (30) days' written notice.

14.2

Either party may terminate immediately by written notice if:

• the other party materially breaches the Agreement and does not remedy the breach within fifteen (15) days after notice;
• a competent regulatory or judicial authority requires termination;
• fraud, unlawful use, or misuse is suspected; or
• the other party becomes insolvent, enters liquidation, or becomes subject to bankruptcy proceedings.

14.3

Upon termination:

• all active Cards will be deactivated;
• the Client will have at least thirty (30) days to export available data before Dashboard and report access ends; and
• remaining Wallet funds will be returned under Section 10.

14.4

Fees paid for a current term are non-refundable unless termination results from Darb's uncured material breach, in which case prepaid fees for the unused period will be refunded proportionately.

15.1

Darb may amend these Terms and Conditions at any time by providing you with at least thirty (30) days' prior written notice via email or the Darb dashboard.

15.2

Fees in a Commercial Schedule will not change during its current term unless agreed in writing or changed at renewal.

15.3

If the Client does not agree to an amendment, it may terminate without charge by notifying Darb before the amendment takes effect. Prepaid fees for the unused period will be refunded proportionately where applicable.

15.4

Continued use of the Platform after the notified effective date constitutes acceptance of the amended terms.

16.1

Our Commitment: Darb is committed to providing excellent service and will handle any client complaints in a fair, effective, and timely manner.

16.2

How to Submit a Complaint: If you are dissatisfied with any aspect of our service, you can submit a complaint through one of our dedicated channels:

• Email: support@darbpay.com
• Toll-free number (within Saudi Arabia): 8001110980
• Client Dashboard: via the "Support" or "Help" section in your Darb dashboard.
• Your Darb account manager.

16.3

Complaint Handling Procedures:

a) We will acknowledge receipt of your complaint within forty-eight (48) hours, provide a unique reference number, and state the expected handling period.

b) We will investigate the complaint and provide a written response within the legally prescribed period and no later than ten (10) business days after receipt.

c) If the investigation requires additional time for reasons beyond Darb's control, we will notify you and provide a revised timeline that does not exceed the applicable regulatory period.

16.4

Escalation: If you are not satisfied with our final response, you have the right to escalate your complaint to the Saudi Central Bank (SAMA).

17.1

This Agreement is governed by the laws and regulations of the Kingdom of Saudi Arabia.

17.2

The parties will first attempt to resolve disputes amicably for thirty (30) days after written notice. Unresolved disputes will be referred to the competent courts in Riyadh.

19.1

Clients may request a copy of this Agreement at any time via email or through their account dashboard.

19.2

Clients have the right to clear information about all applicable fees, responsibilities, and timelines.

19.3

Darb is committed to transparency, fairness, and compliance with client protection principles issued by the Saudi Central Bank.

20.1 Notices

Notices will be sent to the email address, national address, or contact channel registered for the Client and are deemed received on the next business day after an email is sent. Each party must promptly update its contact details.

20.2 Assignment

Neither party may assign the Agreement without the other's prior written consent. Darb may assign it to an affiliate or as part of a restructuring after notifying the Client.

20.3 Force Majeure

Neither party is liable for delay caused by events beyond its reasonable control if it promptly notifies the other party and mitigates the effect. Either party may terminate if the event continues for more than sixty (60) days.

20.4 Severability and Waiver

If a provision is invalid or unenforceable, the remaining provisions continue in effect. A failure or delay in enforcing a right is not a waiver.

20.5 Entire Agreement

These Terms, the applicable Commercial Schedule, and agreed written amendments form the entire agreement concerning the services and replace earlier proposals or understandings on the same subject.

20.6 Survival

Payment, safeguarding and return of funds, privacy, liability, dispute, and governing-law provisions survive termination to the extent required to give them effect.

20.7 Electronic Communications

Any action or notice required in writing may be completed electronically, digitally, manually, or by email where legally permitted.

20.8 Independent Relationship

The parties are independent contracting parties. The Agreement does not create a partnership, employment, fiduciary, or agency relationship.