LAST UPDATED: MARCH, 19 2025
1.1. “Agreementˮ means the Cover Letter, the General Terms and Conditions, and other terms as might be reflected in the Merchantʼs Comfi Account.
1.2. “Customer” means an organisation purchasing a service/goods from the Merchant.
1.3. “Merchantˮ means the legal entity identified on the Cover Letter.
1.4. “Comfiˮ means COMFI L.L.C FZ, a company incorporated in Dubai, with a registered office at Meydan Grandstand, 6th floor, Meydan Road, Nad Al Sheba, Dubai, U.A.E, business registration number 2424151.01.
1.5. “Claimˮ means the Merchantʼs legally enforceable right to receive payment from a customer for goods or services supplied, arising from an invoice, contract, or other binding obligation between the Merchant and the Customer.
1.6. “Authorised Claimˮ means the acceptance of a customerʼs request for payments by Comfi whereby a Claim is transferred from the Merchant to Comfi, including any credit and other (fraud) risks.
1.7. “Guaranteed Paymentˮ means the transfer of an Authorised Claim from the Merchant to Comfi, including any credit and other (fraud) risks.
1.8. “Failed Claimˮ means any Guaranteed Payment or Authorised Claim that no longer fulfills the conditions as set forth in the Agreement and for which reason Comfi revokes its obligation to disburse or retain liability for the Claim, resulting in the Merchant becoming/remaining liable (again) for any Claims.
1.9. “Confidential Informationˮ means all information, in whatever form (whether in writing, verbally or in electronic form or by any other means) which is, directly or indirectly, disclosed between the Parties before, on or after the date of this Agreement, including:
(i) the content of this Agreement;
(ii) KYC documentation, Payment data, financial performance, forecasts, business plans, strategies, methods, customer and supplier lists, technical specifications, any information relating to products, services, operations, processes, knowhow, employees, market opportunities and business affairs, intellectual property rights, trade secrets or software of the disclosing party (or any of its group companies); and
(iii) all documents, reports or other information prepared by the receiving party which contain or reflect all or part of any Confidential Information.
Confidential information excludes the information that:
(i) is, or becomes, generally available to the public other than as a direct or indirect result of any breach by the receiving party or any of its representatives of this Agreement;
(ii) was lawfully in the possession of the receiving party before the information was disclosed by the disclosing party; or
(iii) the Parties agree in writing that the information is not confidential.
1.10. “Invoice Discountingˮ means an advance receivables arrangement whereby Comfi advances funds to the Merchant against outstanding Invoices while the Merchant retains full credit control and remains responsible for collecting payments from Customers.
1.11. “Invoiceˮ means a commercial document issued by the Merchant to a customer specifying the goods or services supplied, the amount due, payment terms, and any other relevant details required for the Claim to be valid.
1.12. “Discounted Invoiceˮ means an Invoice for which Comfi has agreed to advance funds to the Merchant under the Invoice Discounting service, subject to the Merchantʼs obligation to repay Comfi in accordance with the terms of this Agreement.
1.13. “Liabilitiesˮ shall refer to any and all fees charged by Comfi, any Failed Claims and any and all actual and reasonably anticipated losses incurred by Comfi as a result of: (i) negligence, fraud, dishonesty or willful misconduct by the Merchant or its affiliates, officers, directors, employees, agents, representatives or customers of the Merchant; and/or (ii) any breach of the Agreement, including but not limited to any Payments that are refunded, reversed, withdrawn or refused for any reason.
1.14. “Limitˮ means the maximum amount assigned by Comfi to a customer or the Merchant for the utilization of Comfi Services, as determined by Comfi at its sole discretion.
1.15. “Merchantˮ means the legal entity identified in the Cover Letter as a Party to this Agreement.
1.16. “Paymentˮ means a purchase of a good and/or service by a customer from the Merchant, with a Payment Service provided by Comfi.
1.17. “Payment Servicesˮ means the payment options offered by Comfi, named Pay Later and/or Pay In Installments or any other name as determined solely by Comfi.
1.18. “Servicesˮ means the Payment Services provided by Comfi, including but not limited to Pay Later and Pay in Installments, as well as advance receivables and payables services, including Invoice Discounting.
1.19. “Transaction Evidenceˮ means such evidence as Comfi reasonably requires, including the names and prices of the good(s) sold, together with relevant proof that the good(s) have been properly delivered to the customer, and the transaction receipt and the name and contact information of the customer who made payments for the product(s).
2.1. These General Terms and Conditions form an integral part of the Agreement, together with the Cover Letter, which may be tailored for each Comfi Service and signed separately. For the avoidance of doubt, this Agreement governs only the relationship between Comfi and the Merchant.
2.2. In consideration of the fees outlined in the Cover Letter, the Merchant engages Comfi to provide the Services, and Comfi undertakes to perform such Services in accordance with this Agreement and in compliance with applicable laws. Comfi shall provide the Services based on the information supplied by the Merchant, and the Merchant acknowledges that inaccurate or incomplete information may affect the availability or terms of the Services.
2.3. Comfi shall perform its obligations under this Agreement with reasonable care and skill and shall maintain, at all times, the permits, licenses, authorizations, and consents necessary for the provision of the Services. Each Party shall comply with applicable regulations governing commercial transactions and shall cooperate to ensure the efficient execution of Services.
2.4. Comfi reserves the right, by giving ten 10 days’ notice to the Merchant via the Merchantʼs Comfi Account or any other channel mutually agreed upon between the Parties, to modify, enhance, suspend, or discontinue any aspect of the Services or amend any provision of this Agreement. If the Merchant does not accept an amendment, it may terminate this Agreement by providing written notice within ten 10 days from the date of notification. The current terms shall remain applicable during the notice period. Continued use of the Services beyond the notice period shall constitute acceptance of the changes.
2.5. If a modification is required to comply with applicable laws or regulatory directives, Comfi may implement such change prior to notifying the Merchant, provided that Comfi will notify the Merchant of the relevant change as soon as reasonably practicable if Comfi reasonably believes the relevant change may adversely impact the Services.
3.1. As part of the Payment Services, including but not limited to Pay Later and Pay in Installments, Comfi may take over the Merchantʼs Claim under the terms set forth below.
3.2. The Claim will be designated as an Authorised Claim, subject to the following conditions:
(i) A customer requests to use Comfi’s Payment Services via the Customer’s Comfi Account;
(ii) Comfi performs a credit assessment and, if the customer meets the requirements, at its sole discretion, accepts the request.
Comfi shall determine a Limit for each customer and may adjust it at any time.
3.4. A Claim shall transition from an Authorised Claim to a Guaranteed Payment once the goods have been delivered, shipped (for online purchases), or collected by the customer (for offline purchases), provided the conditions in Clause 3.5 are met. Comfi shall transfer the value of the Guaranteed Payment, less applicable fees, to the Merchant within the timeframe specified in the Cover Letter. Comfi shall be responsible and liable for collecting the value of the payment from the customer.
3.5. The following conditions must be met for an Authorised Claim and Guaranteed Payment to remain valid:
(i) The Merchant does not charge the customer a higher price for purchases made via Comfiʼs Payment Services;
(ii) Comfi receives Transaction Evidence proving delivery;
(iii) No unresolved disputes exist between the customer and Merchant related to quality, quantity, or delivery;
(iv) The customer has not exercised any statutory rights to cancel, return, or refund the good(s) under UAE law, and the Merchant has not independently extended such rights;
(v) The purchase complies with applicable laws, and there is no reasonable suspicion of fraud or other illegal activity by the Merchant.
3.6. If any condition under Clause 3.5 is breached, Comfi may re-transfer the Claim back to the Merchant, designating it as a Failed Claim. Any incurred costs by Comfi in relation to the re-transfer of Claims shall be borne by the Merchant. Comfi may offset any Failed Claims and related costs against future settlements of funds to the Merchant.
3.7. If the Merchant violates Clause 3.5 more than once within any rolling 60-day period, Comfi may:
(i) Suspend the Merchantʼs access to its Services,
(ii) Re-transfer all outstanding Authorized Claims, or
(iii) Terminate the Agreement with 10 daysʼ prior written notice.
3.8. As part of its advance receivables & payables services, Comfi may provide early access to funds by discounting outstanding Invoices issued by the Merchant.
3.9. The Invoice will be designated as a Discounted Invoice, subject to the following conditions:
(i) The Merchant submits a request to discount an invoice via its Comfi Account or any other channel mutually agreed upon between the Parties;
(ii) Comfi reviews the request and, at its sole discretion, approves the invoice for discounting based on internal risk assessments.
3.10. Comfi reserves the right to decline to discount all or any of the Invoices presented by the Merchant without assigning any reasons.
3.11. Upon approval, Comfi shall advance up to 100% of the Invoice value, less applicable discounting fees, to the Merchant within the timeframe specified in the Cover Letter.
3.12. Comfi shall determine a Limit for each Merchant and may adjust it at any time.
3.13. The Merchant shall ensure that all Discounted Invoices and associated fees are repaid in full on or before the agreed due date, regardless of whether the customer has made payment.
3.14. The following conditions must be met for a Discounted Invoice to remain valid:
(i) The Merchant has provided accurate and complete invoice details and supporting documentation;
(ii) The underlying transaction represents a bona fide sale of goods or services that have been delivered, fulfilled, or rendered to the customer;
(iii) The Merchant retains full credit control over the customer and remains responsible for any collections or payment arrangements with the customer;
(iv) The invoice complies with applicable laws, and there is no reasonable suspicion of fraud, misrepresentation, or any other irregularity by the Merchant.
3.15. If the Merchant breaches any condition in Clause 3.14, Comfi may issue a written notice declaring an event of default. In such case, Comfi may, at its sole discretion:
(i) Demand immediate repayment of the outstanding Discounted Invoice amount, including any associated fees, with repayments applied in the following order of priority:
a. Late fees,
b. Other associated service fees, and
с. The remaining Discounted Invoice amount;
(ii) Debit the Merchantʼs designated account via Direct Debit Authorization DDA for the unpaid balance, with repayments applied in accordance with the priority order specified in Clause 3.15(i);
(iii) Offset outstanding amounts against any future settlements owed to the Merchant.
3.16. If the Merchant violates Clause 3.14 more than once within any rolling 60-day period, Comfi may:
(i) Suspend the Merchantʼs access to its Services;
(ii) Declare all outstanding Discounted Invoices amounts immediately due and payable;
(iii) Terminate this Agreement with 10 daysʼ prior written notice.
(iv) Pursue legal action to recover the unpaid balance.
4.1. Comfi shall deduct applicable fees from the amounts transferred to the Merchant, as outlined in the Cover Letter.
4.2. If UAE tax laws, regulations, or interpretations change after the execution of this Agreement, and such changes:
(i) Impact this Agreement or the Partiesʼ obligations, or
(ii) Affect taxes levied on transactions under this Agreement,
the Parties shall negotiate in good faith to amend the Agreement accordingly. Any agreed changes shall be executed via an addendum, forming an integral part of this Agreement.
4.3. Comfi retains the right to amend the fees; any such changes shall be communicated to the Merchant through the Merchantʼs Comfi Account or any other channel mutually agreed upon between the Parties. If the Merchant does not accept the revised fees, it may terminate this Agreement by providing written notice within ten 10 days. The current fees shall remain applicable during the notice period.
4.4. In relation to the Payment Services, if the Payment between the Merchant and the customer is canceled and subject to Comfi receiving proof of return of the good(s) to the Merchant:
(i) The Merchant shall refund Comfi the initially transferred amount Guaranteed Payment less applicable Comfi fees);
(ii) Comfi shall refund the customer the amount already transferred to Comfi, subject to any other fees as mutually agreed between Comfi and the customer.
Adjustments due to refunds shall be reconciled and paid to Comfi within 14 days through a bank transfer or, subject to Comfiʼs approval, deducted from the next settlement made to the Merchant, or otherwise as may be mutually agreed upon between the Parties in writing.
5.1. Each of the Parties may be a recipient of Confidential Information. The recipient of Confidential Information shall take care to prevent the publication, copying, distribution, or utilization of the Confidential Information with at least the same degree of care that the recipient takes to protect its own confidential information of a similar nature, but in any case, no less than an appropriate and reasonable degree of care.
5.2. Parties shall be permitted to disclose Confidential Information to those of its subsidiaries, advisors and lenders who are informed of the confidential nature of the information and have agreed to be bound by confidentiality obligations at least as stringent as those under this Agreement.
5.3. Recipients may disclose or utilize the Confidential Information:
(i) When necessary to perform the Services under this Agreement;
(ii) When required by law;
(iii) To solicitors, barristers, attorneys, accountants or other professional advisers.
5.4. The obligations of this clause will remain in full force and effect until twelve 12 months after the termination or expiration of this Agreement.
6.1. Comfi warrants and undertakes that it shall process personal data (including, but not limited to, any of its customersʼ personal data embedded in a transaction) in accordance with applicable UAE data protection laws and handle such personal data with care and in a confidential manner. Comfi shall only process personal data to the extent necessary to perform its obligations under the Agreement and shall implement appropriate physical, technical, and organizational measures to ensure an appropriate level of security for the processing of personal data.
6.2. To the extent that Comfi possesses, stores, processes, or transmits cardholder data, Comfi shall comply with all applicable PCI DSS requirements, including but not limited to: (i) PCI DSS Req. 12.8.2, ensuring that all third-party service providers maintain written agreements and compliance obligations related to cardholder data security; and (ii) PCI DSS Req. 12.9, ensuring that Comfi upholds all security requirements necessary to protect the Customerʼs Cardholder Data Environment CDE .
7.1. The Merchant and Comfi shall indemnify each Party and hold each Party and its affiliates, officers, employees and agents free and harmless from any liability, loss, damage, claim or compliant, and reasonable attorneyʼs fees and costs, arising out of:
(i) Partyʼs breach of this Agreement, including but not limited to, misrepresentation or breach of any covenants or warranties herein contained,
(ii) The (contractual) relationship between each Party and its customers, and/or
(iii) Any fraud, negligent or willful misconduct by each Partyʼs employees/ subcontractors,
provided that the indemnified party gives the indemnifying party prompt notice of such claim, full information about the circumstances giving rise to it, and reasonable assistance in dealing with the claim and grants to the indemnifying party the sole authority to manage, defend, and/or settle such third-party claims.
7.2. In no event will either Party be liable for any consequential, indirect, special, incidental, or punitive damages arising out of or related to this Agreement.
8.1. The Term of the Agreement shall be as outlined in the Cover Letter.
8.2. Comfi shall have the right, at its sole discretion, to suspend or terminate the provision of Services, in whole or in part, with immediate effect, by providing written notice to the Merchant, in the following circumstances:
(i) The Merchant is in breach of this Agreement and/or applicable laws;
(ii) The Merchant infringes the brands or marks of Comfi or uses these other than in strict accordance with Comfiʼs instructions;
(iii) A law or regulatory authority mandates suspension;
(iv) There is suspicious activity in relation to the Merchantʼs use of the Services, as reasonably determined by Comfi;
(v) The business conducted by the Merchant would endanger or negatively impact the safety, soundness of the business, integrity, good name, brand and/or the reputation of Comfi;
(vi) The Merchant, its directors or ultimate beneficial owners is/are wilfully dishonest, engage(s) in misconduct with respect to its/their business or affairs and/or Comfi reasonably suspects or has evidence that Merchant is conducting fraudulent activities; and/or
(vii) Any other event or series of events (including any adverse change in the Merchantʼs business, assets, or financial condition) or any acts or omissions by the Merchant which, in the sole but reasonable opinion of Comfi, may affect the Merchantʼs ability to comply with the all or any of its obligations under the Agreement.
8.3. Should Comfi elect to suspend the Services pursuant to Clause 8.2, the Merchant shall have ten 10 business days from the date of suspension to remedy the issue to Comfiʼs satisfaction. If the Merchant fails to cure the issue within the specified timeframe, Comfi shall have the right to terminate this Agreement. Comfi will have no liability for any losses the Merchant may attribute to any suspension or termination of the Services.
8.4. If a Party commits a material breach of this Agreement and such breach is not cured within ten 10 days of receipt of written notice by the other Party, giving the particulars of the breach and, where appropriate, requiring it to be cured, then the other Party has the right to terminate this Agreement by written notice, which termination will be effective on the date set out in that notice.
8.5. Either Party shall have the right to immediately terminate this Agreement upon written notice if the other Party:
(i) becomes bankrupt or insolvent, is unable to pay its debts as they fall due, or enters into any arrangement with its creditors;
(ii) has a receiver, administrator, provisional liquidator, or liquidator appointed over any material part of its assets or business operations or suffers an execution in respect of any of its property;
(iii) has a petition for bankruptcy, liquidation, or winding up filed against it, which remains undismissed for a period of thirty 30 days.
8.6. Upon termination, Merchant agrees to:
(i) complete all pending transactions and payment orders initiated before the termination date;
(ii) settle any outstanding fees, refunds, or other Liabilities owed to Comfi in accordance with the provisions of this Agreement;
(iii) stop accepting new Claims and issuing new payment orders through the Services; and
(iv) immediately remove all Comfi branding, trademarks, and marketing materials from its website, stores, or any other platforms.
8.7. Termination of this Agreement will not affect a Party’s liability towards the other Party as of the date of termination.
8.8. Notwithstanding any other provisions of this Agreement, either Party hereto may terminate this Agreement at any time by giving thirty 30 daysʼ written notice to the other Party.
8.9. The provisions relating to confidentiality, indemnification, and dispute resolution shall survive the termination or expiration of this Agreement.
9.1. Governing Law and Jurisdiction. This Agreement is governed by and will be construed in accordance with the laws of the United Arab Emirates. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the Dubai Courts and waives any right to object to any proceedings being brought in those courts.
9.2. Entire Agreement. This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof, and shall supersede any and all other communications, understandings, representations and agreements.
9.3. Assignment. Comfi may assign, sell, or transfer its rights and obligations under this Agreement, or in relation to the Merchantʼs Comfi Account, in whole or in part, to any third party(s). This Clause constitutes prior notice to the Merchant of such assignment, sale, or transfer, and the Merchant hereby provides its advance consent to the same. Upon such transfer, the third party shall assume Comfiʼs rights and obligations under this Agreement or in relation to the Merchantʼs Comfi Account to the extent transferred.
9.4. Force Majeure. The Parties to this Agreement shall be released from liability for failure to perform any of the obligations hereunder where such failure to perform occurs by reason of any act of God, fire, pandemic, cyclone, storm, earthquake, tidal wave, communication failure, sabotage, war, military operation, national emergency, mechanical or electrical breakdown, malfunction of any communications media, insurrection, riot, civil commotion, governmental proclamation, regulation or priority failure or interruption (whether partial or total) of power supplies or other utility service, strike or other stoppage (whether similar or dissimilar to any of the foregoing) of labour, any law, decree, regulation, order, requisition, request or recommendation of any government, governmental body, governmental agencies or acting governmental authority (including any court or tribunal), either partyʼs compliance therewith, or any other cause beyond either partyʼs reasonable control, whether similar or dissimilar to such causes.
9.5. Notices. All notices required under this Agreement shall be in writing and delivered by registered mail or email to the addresses specified in the Cover Letter.
License Number: 2424151.01
Meydan Grandstand, 6th floor, Meydan Road, Nad Al Sheba
Dubai, United Arab Emirates
Helping UAE businesses close more deals and collect revenue faster by offering zero risk credit terms.
