Terms & Conditions

General Terms

You and Comfi agree as follows:

1. Your Comfi Account

Eligibility

1.1 Comfi Services are only available to Eligible Customers. Whether you are eligible will be determined by us at our discretion and will depend on numerous factors such as our assessment of your creditworthiness, your history of transactions, your Merchant's/Purchaser’s account history, as well as the following criteria:

1. Your company is registered in the United Arab Emirates and has an active permitted trade license;
2. Your company is more than 6 months old;
3. You don’t have ongoing court cases as a defendant that may affect your financial stability or ability to fulfill payment obligations;
4. You have a company authorization to enter into an agreement with Comfi;
5. You have provided all requested information and documentation to our satisfaction; and
6. You confirm that all payment obligations arising from your purchases will be fulfilled in accordance with the agreed payment terms.

1.2 The following general conditions must be met at all times for an Order to remain an Eligible Order:

1. You have provided accurate and complete Invoice details, along with all required Transaction Evidence;
2. The same receivable evidenced by the Invoice has not been assigned, pledged, sold, discounted, factored, or otherwise used as collateral or security in favor of any third party (in whole or in part), and no other party has any interest therein;
3. The Invoice was not fully prepaid by a Buyer;
4. The same Invoice was not financed by Comfi more than once;
5. The underlying transaction reflects a bona fide sale of goods or services that have been properly delivered, fulfilled, or rendered to a Buyer, and Comfi received valid Transaction Evidence confirming delivery;
6. The Merchant must not charge the Buyer a higher price for using Comfi’s payment option;
7. No unresolved disputes may exist between the Buyer and Merchant regarding Product quality, quantity, or delivery;
8. The Invoice complies with applicable laws, and there is no reasonable suspicion of fraud, misrepresentation, or other material irregularity;
9. You are not in breach of any clause of this Agreement;
10. You have not committed any act or omission that materially impairs its ability to perform its payment obligations or Comfi’s ability to enforce them;
11. You are not subject to any insolvency, bankruptcy, liquidation, or similar proceedings;
12. No material change has occurred in the Customer’s ownership, structure, or financial condition that, in Comfi’s reasonable opinion, increases the risk of non-payment.

Registration

1.4 To register for a Comfi Account, you or the person or people submitting the application (your "Authorised Signatory") must provide us with your business or trade name, physical address, email, phone number, business identification number, URL, the nature of your business or activities, and certain other Customer Information that we require. We may also collect personal information (including name, birthdate, residential address and government-issued identification number) about your beneficial owners, principals, and your Authorised Signatory. Until you have submitted, and we have reviewed and approved, all required information, your Comfi Account will be available to you on a preliminary basis only, and we may terminate it at any time and for any reason.

1.5 You and your Authorised Signatory must not attempt to create a Comfi Account on behalf of or for the benefit of a Customer whose use of the Services was suspended or terminated by Comfi, unless Comfi approves otherwise.

Authorised Signatory

1.6 You and your Authorised Signatory individually affirm to Comfi that:

1. Your Authorised Signatory is authorised to provide Customer Information on your behalf and to bind you to this Agreement; and
2. The Authorised Signatory shall be the person whose authority is evidenced in the company’s trade licence and/or Memorandum of Association, or, where applicable, under a duly executed power of attorney or notarised shareholders’ resolution. You or your Authorised Signatory must provide such documentation to Comfi as evidence of this authority to enter into and sign commercial or financial agreements on behalf of the Client;
3. If you are a sole proprietor (sole establishment), the owner shall be the Authorised Signatory, unless otherwise evidenced by the documents referred to in sub-clause b).

2. Your Information

2.1 You and your Authorised Signatory agree that when you provide Customer Information to us on behalf of a company, such information at all times is true, accurate, current, and complete, and you agree not to misrepresent your identity or any of your account information or related details.

2.2 You further agree to keep your Comfi Account information up to date and accurate. You warrant and represent that any registered/principal business address, your company and representative details, email address or mobile phone number that you provide to us is current and belongs to you.

2.3 You must promptly notify us of any changes to this information, as well as significant changes in your company's management (e.g., a change of an Authorised Signatory), ownership, structure, licensed activities, or any other pertinent information that may impact Comfi’s decision to provide Services or its collection processes. We may suspend your Comfi Account or terminate this Agreement if you fail to keep this information current. You also agree to promptly notify us in writing no more than three days after any of the following occur: you are the subject of any voluntary or involuntary bankruptcy or insolvency application, petition or proceeding, receivership, or similar action (any of the foregoing, a “Bankruptcy Proceeding”); there is an adverse change in your financial condition; there is a planned or anticipated liquidation or substantial change in the basic nature of your business; you transfer or sell 25% or more of your total assets, or there is any change in the control or ownership of your business or parent entity; or you receive a judgment, or warrant of attachment or execution, lien against 25% or more of your total assets.

2.4 We store information about your previous purchases and transactions through Comfi Services for compliance purposes, to enhance your use of Services, and to provide you with relevant offers and benefits.

2.5 You agree that Comfi may at any time make inquiries about you / your company and request any information about you / your company that Comfi requires to provide your company with a Comfi Service, including but not limited to your / your company credit score or a credit indicator relating to you / your company that Comfi considers appropriate from any financial institution, credit bureau, or reference agency (including the Al Etihad Credit Bureau) or any other source that Comfi considers necessary, to assess your eligibility to use the Comfi Services. A credit score may also be requested in connection with an extension or increase of your purchase Limit, account renewal, account collection action, or dispute investigation. The execution of this Agreement shall be deemed the Customer’s consent (and that of its authorised Representative) to such inquiries with no further consents to be required thereafter during the term of this Agreement.

2.6 Comfi may also conduct credit or background checks on the company’s beneficial owners, and you undertake to obtain and provide all necessary consents or authorizations from such beneficial owners to enable Comfi to carry out such checks.

2.7 You hereby authorize Comfi (and those organizations acting on its behalf) to make such inquiries and obtain such information about you without the need for further consent or approval from you or notification to you, for the purposes of determining your eligibility for the Comfi Services.

2.8 We may also disclose any information aggregated by us or report your company repayment history and credit behavior to any credit bureaus (including Al Etihad Credit Bureau) or any other agency authorized and approved by the UAE Central Bank (“CBUAE”) or any other regulator within the UAE, in accordance with our obligations under applicable law or as mandated by the CBUAE.

3. Services and Updates

Services

3.1 Comfi (and its Affiliates, as applicable) will make available to you the Services, including those described in the applicable Product Terms, and give you access to a Comfi Account.

Product Terms; Order of Precedence

3.2 The Product Terms contain specific terms governing the parties’ rights and obligations related to the Services described in those Product Terms. If there are no Product Terms for a particular Comfi Service, then only these General Terms govern. By accessing or using a Service, you agree to comply with the applicable Product Terms. If any term in these General Terms conflicts with a term in any Product Terms or set of terms incorporated by reference into this Agreement, then unless terms of lower precedence expressly state to the contrary, the order of precedence is: (a) the Product Terms; (b) these General Terms; and (c) all terms incorporated by reference into this Agreement. Your access to or use of the Services may also be subject to additional terms, which you agree to through your Comfi Account.

Modifications and Updates

3.3 We reserve the right to modify the Services and the Agreement at any time by updating our Website to incorporate any new or amended terms. Any such update/change will be communicated to you via your registered email address and shall take effect from the date of notice. You are responsible for regularly reviewing the information posted on the Website to obtain timely notice of any amendments to this Agreement.

4. Services Fees; Taxes.

Service Fees

4.1 Comfi will provide the Services to you at the rates and for the fees (“Comfi Fees”) applicable to each Service:

1. For Invoice Discounting Services, the Merchant agrees to the Comfi Fees when submitting an Order via its Comfi Account.
2. For Pay Later Services, the Merchant agrees to the Comfi Fees when submitting the Order via its Comfi Account, and the Buyer shall be deemed to have agreed to the applicable Comfi Fees when authorizing the Order to be financed by Comfi.

4.2 Comfi Fees schedule form an integral part of this Agreement and are binding on the Customers. Comfi Fees may be displayed in your Comfi Account, communicated by email, or otherwise agreed in writing between you and Comfi. Comfi may revise the Comfi Fees at any time or, from time to time, introduce new Fees or offer certain Services without charge.

4.3 If Comfi increases or introduces any fee applicable to an existing Service, Comfi will notify you at least ten (10) days before such revised or new fee takes effect. The current Comfi Fees shall remain applicable to all previously authorized Orders, and any revised fees shall apply only to new Orders placed after the effective date of the change.

4.4 All applicable fees under this Agreement, including but not limited to Service Fees, Extension Fees, and Late Fees, as well as any material changes to such fees, shall be communicated through your Comfi Account, email or any other channel mutually agreed upon between the Parties.

Taxes

4.5 Unless expressly stated as inclusive, Comfi Fees are exclusive of VAT and any other applicable taxes. VAT (if applicable) shall be charged at the prevailing rate and is payable by you in addition to the Comfi Fees. You have sole responsibility and liability for:

1. determining which, if any, taxes or fees apply to the sale of your products and services, or payments you make or receive in connection with your use of the Services; and
2. assessing, collecting, reporting and remitting taxes for your business.

4.6 If UAE tax laws, regulations, or interpretations change after the execution of this Agreement, and such changes:

1. Impact this Agreement or the Parties’ obligations, or
2. Affect taxes levied on transactions under this Agreement,

Comfi, acting in good faith, shall amend the Agreement accordingly.

5. Payment Methods; Statements

Payment Methods

5.1 Enrollment in Comfi Services requires the signing of a Direct Debit Authorization (DDA) form, aligning with the UAEDDS regulations, to authorize direct debit transactions with daily debiting frequency from your compatible bank account. The DDA shall serve as the default payment method for collecting due payments across multiple Orders. Alternatively, for approved accounts, bank transfers or PDC (post-dated cheque) may be used as a payment method.

5.2 Payment amounts determined per Order will be debited from your account according to the payment schedule. Regular notifications for upcoming payments may not always be provided, but payment instructions will be accessible in your Comfi Account and may also be communicated via your registered email or WhatsApp.

5.3 You may need to register multiple bank accounts with your Comfi Account. You will be prompted to designate a default account from which payments will be automatically debited.

5.4 Should your default bank account be unavailable for charging, you authorize Comfi to charge any other registered bank account within your Comfi Account at our discretion.

5.5 You can settle the total amount due, either partially or in full, at any time without incurring additional charges for prepayment.

5.6 Comfi retains the discretion to determine acceptable payment methods and may cease accepting any particular payment method without prior notice.

5.7 If your bank account is closed, canceled, or becomes invalid, or if you wish to change your bank account, you must update your account details in your Comfi Account with a new, eligible UAE bank account at least three business days before your next due payment. Comfi reserves the right to reject any change or removal of registered payment methods.

5.8 Ensure that the bank account used for payments remains valid, active, and sufficiently funded to cover all payments and pre-authorizations required under this Agreement.

5.9 Security. As security for any amounts advanced under this Agreement, Comfi may, at its discretion, request the Customer to issue an undated security cheque in favour of Comfi for the Limit amount.

Statements

5.10 Upon accessing Comfi Services, you will be granted access to monthly account statements (“Statements”) detailing your balance and all payments from individual purchases made under the applicable Comfi Service. You can view and settle your Statement through your Comfi Account.

5.11 Your billing cycle for Statements begins with your first purchase, triggering the creation of your first Statement. Any subsequent purchases made within the next 30 days will be included in that Statement.

5.12 A separate payment schedule detailing Due Dates and installment amounts (if applicable) will be available in your Comfi Account or communicated via your registered email or WhatsApp.

6. Payment Default

6.1 We have the right, subject to any specific requirements under applicable law, including any mandatory cure period, to declare you in default if you fail to pay any outstanding payment by the Due Date, you are no longer compliant with Clause 1.1 and 1.2 or are in breach of any clause of this Agreement (“Event of Default”).

6.2 If you are declared in default, you acknowledge we have the right to require immediate payment of the full outstanding balance, along with any applicable Service/Late Fees, by charging the bank account you provided for pre-authorization under this Agreement, with repayments allocated in accordance with the priority order specified in Clause 6.3.

6.3 The repayments across multiple orders will be allocated in the following order of priority:

1. Any outstanding Late Fees,
2. Applicable Service Fees, and
3. The outstanding principal amount.

6.4 Any material Event of Default by the Customer under any other agreement or product with Comfi may, at Comfi’s discretion, be qualified as an Event of Default under this Agreement and vice versa (“Cross Default”). For the avoidance of doubt, if Comfi has reasonable grounds to suspect fraud, misrepresentation, or other material irregularity by the Customer in relation to any Comfi product, that suspicion constitutes a Cross Default under all agreements between the Customer and Comfi.

6.5 In the event of Cross Default declared or if the Customer violates Clauses 1.2, 1.3 and/or

6.6 more than once within any rolling 60-day period, Comfi shall have full recourse against the Customer and may, without prejudice to any other rights or remedies, take one or more of the following actions:

1. Suspend the Customer’s access to its Services;
2. Declare all outstanding Orders immediately due and payable;
3. Terminate this Agreement with 10 days’ prior written notice;
4. Pursue legal action to recover the unsettled balance.

6.6 In the Event of Default, any amounts recovered by Comfi may be collected through the designated collection account held by COMFI SPV ONE HOLDINGS LIMITED, Comfi Affiliate, or Financial Partner without affecting your obligations under this Agreement.

7. Late Payment.

7.1 In the event any payment is not paid in full on the Due Date, Comfi will apply a late fee, which will be added to your outstanding balance with Comfi (“Late Fee”). The Late Fee will be determined by Comfi based on the due amount and your Comfi Customer profile. The structure for late fees is as follows:

• 7.1.1 Initial Late Fee: The initial Late Fee will be charged 3 days after the Due Date for the first missed payment and 1 day after the Due Date for any second or subsequent missed payments.
• 7.1.2 Late Fee: If the payable is not paid within 7 days after the due date, an additional late fee will be charged. An extra fee will be added every 7 days thereafter.
• 7.1.3 VAT on Late Fees: VAT is applicable on the Late Fees, as per the prevailing VAT rate.

7.2 Comfi calculates these fees to ensure fairness and encourage timely payments. If you have any questions or concerns about late fees or your payment schedule, please don’t hesitate to email our customer service team at support@comfi.ai for assistance.

7.3 We may initiate debt collection procedures and incur (extra-judicial) costs to recover any amounts due. Any reasonable costs incurred, including collection fees, legal expenses, and attorney’s fees, will be added to your outstanding balance with Comfi, unless prohibited by applicable law.

8. Extension Option

8.1 The option to extend the Due Date of any payment (“Extension”) may be offered at Comfi’s sole discretion.

8.2 If you require additional time to ensure sufficient funds are available on your payment method before the Due Date, you may apply for the Extension option.

8.3 Extensions cannot be applied for more than 14 (fourteen) days from the original due date.

8.4 If you choose to extend the Due Date, you will incur a fee for this service (“Extension Fee”). The specific fee amount and the duration of the extension period will be disclosed at the time of approval by Comfi and will be determined based on the due amount and your customer profile with Comfi.

8.5 VAT is applicable on the Extension Fees, as per the prevailing VAT rate.

8.6 The extension will only be confirmed upon payment of the extension fees, which need to be completed at least two (2) business days before the due date.

8.7 If you opt for an extension and fail to pay the extension fee at least two (2) business days before the due date, the original payment will proceed as scheduled. Non-payment may result in collection proceedings and could negatively impact your company's credit score.

8.8 Choosing the Extend Due Date option does not affect or limit your obligations under this Agreement, including your obligation to pay outstanding payments.

9. Our Rights

9.1 We may set a total utilization limit (“Limit”) for you, which will be disclosed in your Comfi Account when you log in via our Website.

9.2 This Limit represents the maximum amount available to you for Order financing with Merchants/Customers and will decrease as Orders are financed by Comfi.

9.3 We may adjust your Limit at our sole discretion based on various factors, including, but not limited to, your creditworthiness and payment/transaction history.

9.4 We reserve the right to decline any transaction for any reason at our discretion. We are not liable for any refusal to honour a transaction or Comfi Account.

9.5 We may, upon notice to you, assign (whether absolutely or by way of security), sell, or transfer our rights and/or obligations under this Agreement, including your Comfi Account and any amounts due, to a third party. This may be done individually or as part of a pooled group of accounts. This clause ‎9.5 shall constitute our prior notice of any such assignment, sale or transfer and your advance consent to the same.

9.6 The third party or parties to whom we make any such assignment, sale, or transfer shall be entitled to all our rights under this Agreement to the extent assigned, sold, or transferred.

9.7 We may disclose information related to your Comfi Account and your agreement with us, including your repayment history and credit behaviour, to any person or entity to whom we assign, sell, or transfer our rights or obligations.

9.8 You hereby acknowledge, agree and consent to:

• 9.8.1 The perfection and registration of such security interests in the DIFC Security Registry, pursuant to Article 132 of DIFC Law No. 4/2024 of 2024, and in the Emirates Integrated Registries Company L.L.C., in accordance with Cabinet Resolution No. 29 of 2021 on the executive regulations of Federal Law No. 4 of 2020 regarding security over rights in movable assets, or any other successor register, entity or forum;
• 9.8.2  Waiving any right of set-off or counterclaim under this Agreement; and
• 9.8.3 Acknowledging receipt of notice regarding the creation or future creation of security interests on the terms and conditions set out in this Agreement, as required under applicable law.

9.9 You grant Comfi and its affiliates a non-exclusive, worldwide, royalty-free, revocable licence to use the your name, logo and trademarks for the purpose of identifying the you as a Comfi customer in Comfi’s marketing and promotional materials, including without limitation on websites, social media, investor and sales decks, advertisements, and physical event materials (e.g., conference banners and signage). Comfi will use the Customer marks in accordance with any reasonable brand guidelines provided by the Merchant and will not alter any Customer mark except to the extent necessary for formatting.

10. Dispute Rights

10.1 Any complaints in relation to Products shall be handled exclusively by the Merchant. You acknowledge that Comfi is not responsible for the performance, merchantability, or suitability of the Products and bears no liability for any related issues.

10.2 Subject to us receiving confirmation from a Merchant in writing or by email from the registered email address to support@comfi.ai, Comfi will refund up to the total amount previously received from you within the relevant order and/or adjust the refund amount against future payments as per the payment schedule for that order. The refund will be credited to your Comfi Account, or otherwise handled as mutually agreed upon between the Parties in writing. If you have elected to pay via a Post-Dated Cheque (PDC), the applicable Comfi fee for this payment method will not be refunded.

10.3 If you believe there has been an unauthorized transaction, incorrect charge, or billing error, you must notify Comfi in writing within seven (7) days of the transaction. Comfi will review the claim and respond within a reasonable timeframe.

10.4 Any complaints regarding Comfi or Comfi Services may be submitted in writing via email at support@comfi.ai.

11. Restricted Use and Intellectual Property Rights

11.1 We own or hold the rights to any and all intellectual property in our Website (“Core IP”), as well all intellectual property and other rights in all material (including all text, graphics, logos, audio and software) made available on or through our Website (“Content”).

11.2 Your use of the Comfi Services or our Website does not grant or transfer to you any rights, title, or interest in either the Core IP or the Content.

11.3 We hereby grant to you a license to access and use the Website solely for the purpose of your use and enjoyment of the Comfi Services, as outlined in this Agreement and, where applicable, as expressly authorised by us.

11.4 You are expressly prohibited from:

• 11.4.1 Using our Website otherwise than in accordance with this Agreement and other than for the purpose of using the Comfi Services;
• 11.4.2 Reselling or sub-licensing the use of our Website;
• 11.4.3 Reverse engineering, copying or otherwise reproducing our Website or any Content; or
• 11.4.4 Modifying, adapting, developing, creating any derivative work, reverse engineering, decompiling, disassembling, unlocking or carrying out any act restricted by the scope of your license, in relation to the Core IP, our Website, or the Content.

11.5 Any reproduction or redistribution of our Website or any Content is prohibited and will result in civil and/or criminal penalties. In addition, the copy (in whole or in part) of any Content to any other server, location or support for publication, reproduction or distribution is expressly prohibited.

11.6 All other use, copying or reproduction of our Core IP, Website, or Content (or any part of) is strictly prohibited in accordance with applicable law.

12. Availability and Security

12.1 You are responsible for maintaining the secrecy of the login credentials to your Comfi Account with us and for notifying us immediately of the loss, theft, or possible unauthorized use of your Comfi Account.

12.2 If you permit any person to use your Comfi Account information, login, or other details with the authorization to obtain credit on your Comfi Account, you will be liable for all transactions made by that person including transactions for which you may not have intended to be liable, even if the amount of those transactions causes your limit to be exceeded.

12.3 You acknowledge and agree that you will not hold us responsible for any liability arising from the actions or inactions of any third party in connection with any permissions you grant under clause 12.2.

12.4 We provide no warranty or guarantee that your access to our Website or the Comfi Services will be uninterrupted, timely or error-free.

12.5 We will occasionally carry out repairs, maintenance or introduce new facilities and functions, and access to the Website or the Comfi Services may be suspended or withdrawn to or from you personally or all Customers temporarily or permanently at any time and without notice.

12.6 We may impose restrictions on the length and manner of usage of any part of the Comfi Services for any reason.

12.7 If we impose restrictions on your company, you must not attempt to bypass such restrictions by using a different company name or customer account.

12.8 It is your responsibility to keep your desktop, mobile device, and access to Comfi Account secure. We strongly recommend that you do not jailbreak or root your mobile device, as this process removes security restrictions imposed by the official operating system, potentially exposing your device to malware, viruses, and security vulnerabilities. Unauthorized modifications may also prevent Comfi Services from functioning properly or at all.

12.9 We provide no warranty or guarantee the Website will be compatible with all hardware and software that you may use.

12.10 We shall not be held liable for damage caused by or related to any viruses or other code that may affect, any equipment (including but not limited to your desktop and mobile device), software, data or other property either directly or indirectly as a result of your download, installation, access to or use of the Website or your obtaining any material from, or as a result of using the Website. We shall also not be liable for the actions of third parties.

13. Data Protection

13.1 Comfi and our affiliates will process your company data and, where applicable, the personal data of your authorized representatives, in compliance with all applicable data protection laws and regulations.

13.2 To provide Comfi Services, we collect and process the following company’s and your representative’s data:

• 13.2.1 Company name, trade license number, and corporate registration details;
• 13.2.2 Business address, corporate email, and contact number;
• 13.2.3 Authorized representative’s name, designation, and contact details;
• 13.2.4 Payment and transaction details related to your company’s use of Comfi Services;
• 13.2.5 Creditworthiness and financial information necessary for risk assessment.

13.3 We process this data for the following legitimate purposes directly related to your use of the Comfi Services, including:

• 13.3.1 Conducting credit assessments on your company to determine eligibility for Comfi Services;
• 13.3.2 Confirming the identity and authority of your company’s authorized representatives;
• 13.3.3 Issuance invoices via email, text message or push notification;
• 13.3.4 Facilitating payments via bank transfer, direct debit or any other payment method approved by Comfi;
• 13.3.5  Engaging in business development and marketing communications, where legally permitted;
• 13.3.6  Administering and tracking payments received and sending payment reminders; and
• 13.3.7 Engaging debt collection agencies in case of non-payments.

13.4 You hereby acknowledge and agree that we may share any personal data we hold on you with the Merchants from whom you have bought Products.

13.5 You can request details of your personal information held by us by emailing support@comfi.ai. If the information is incorrect, you may request correction to any personal/company data we hold about you.

13.6 We have implemented adequate technical and organizational measures to prevent any unauthorized access or loss of your personal/company data.

13.7 The collection, storage, and protection of your data are further detailed in our Privacy Policy. By using Comfi Services, you acknowledge that you have read and understood our Privacy Policy.

14. Disclaimer

14.1 To the extent permitted by law, Comfi excludes all warranties and conditions, whether express or implied by statute, common law or otherwise, including but not limited to:

• 14.1.1 The performance and availability of our Website;
• 14.1.2  Uninterrupted access to or use of our Website;
• 14.1.3 Our Website is free of any virus or other computer software routine intended or designed to permit unauthorised access to your computer system or disable, damage, erase, disrupt or impair the normal operation of your computer system; or
• 14.1.4  The accuracy, reliability, or completeness of any Content on our Website.

14.2  Our Website (including any Content) is provided to you “as is” and on an “as available” basis and on the condition that you undertake all responsibility for assessing the suitability of accessing and using our Website and Comfi Services, and your use and access of our Website or the Comfi Services is entirely at your own risk.

14.3 We will have no responsibility or liability to you in relation to any loss or damage that you incur, including but not limited to damage to your software or hardware or loss of data, arising from your use of or access to our Website or Comfi Services, or the unavailability of our Website or Comfi Services.

14.4 To the full extent permitted by law, we exclude all warranties (express or implied), terms, conditions, or undertakings not stated in this Agreement, whether expressed or implied, in relation to our Website or the Comfi Services.

14.5  Comfi hereby excludes any and all liability for any loss or damages incurred by you or a third party as a result of any act or omission by us in respect of the provision of the Comfi Services or the Website.

15.Liability

15.1 Neither you nor Comfi excludes or limits liability for:

• 15.1.1 Fraud or fraudulent misrepresentation; or
• 15.1.2 Any other loss which cannot be excluded or limited under the governing law of this Agreement

15.2 Comfi shall not be held liable for any indirect or consequential loss or damage, including, without limitation, any loss of business or profits in each case, whether arising from negligence, breach of contract, or otherwise.

15.3 Subject always to clauses ‎15.1‎ and 15.2, the total liability of Comfi for any breach of this Agreement, whether for negligence, misrepresentation, breach of contract or otherwise for any direct loss or damage under or related to the Comfi Services or this Agreement shall be capped for the duration of this Agreements at a total amount of Ten Thousand United Arab Emirates Dirhams (AED10,000).

15.4 When using Comfi Services (including our Website) to purchase Products you hereby acknowledge and agree that:

• 15.4.1 Your purchase of Products is subject to the Merchant’s terms and conditions of sale;
• 15.4.2 We are not agents or representatives acting on behalf of the Merchant;
• 15.4.3 The Merchant’s terms and conditions of sale, and any policies or promotions are independent of Comfi and are not controlled by us;
• 15.4.4 We provide no warranty as to the condition, merchantability, or fitness for a particular purpose of the goods sold by the Merchant and purchased by you;
• 15.4.5 You will address all claims you may have in relation to the Products directly to the Merchant and not us; and
• 15.4.6 We have no liability to you whatsoever for any claim for loss or damage that arises from your use or purchase of Products from a Merchant.

15.5 Without prejudice to clause above, to the extent permitted by law, you hereby indemnify release and hold harmless Comfi, our directors, officers, employees and agents from and against any and all losses, actions, claims (actual or threatened), proceedings (including proceedings where we are joined pursuant to any proportionate liability regime) or demands (including any costs and expenses in defending or servicing same) which may be brought against us, in respect of any loss (including any indirect or consequential loss, loss of opportunity, loss of revenue, loss of profit, loss of reputation), or damage to persons or property, and whether direct or indirect and in respect of any breach of any industrial or intellectual property rights, howsoever arising out of the use of, reliance on, or benefit of, any Products purchased from a Merchant.

16. Term and Termination

16.1 This Agreement represents an agreement you have with us for the duration of your use of the Comfi Services.

16.2  This Agreement applies (as amended from time to time) until terminated in accordance with this Clause 16.

16.3 Comfi shall have the right, at its sole discretion, to suspend or terminate this Agreement, in whole or in part, with immediate effect, by providing to you written notice, in the following circumstances:

1. You are in material breach of this Agreement and/or applicable laws;
2. You infringe the brands or marks of Comfi or use these other than in strict accordance with Comfi’s instructions;
3. A law or regulatory authority mandates suspension;
4. There is suspicious activity in relation to your use of the Services, as reasonably determined by Comfi;
5. The business conducted by you would endanger or negatively impact the safety, soundness of the business, integrity, good name, brand and/or the reputation of Comfi; and/or
6. Any other event or series of events (including any adverse change in your business, assets, or financial condition) or any acts or omissions by you which, in the sole but reasonable opinion of Comfi, may affect your ability to comply with all or any of its obligations under the Agreement.

16.4 Should Comfi elect to suspend the Services pursuant to Clause 16.3, you should have ten (10) business days from the date of suspension to remedy the issue to Comfi’s satisfaction. If you fail 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 you may attribute to any suspension or termination of the Services.

16.5 If the material 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.

16.6 Either Party shall have the right to immediately terminate this Agreement upon written notice if the other Party:

1. You, your directors or ultimate beneficial owners are wilfully dishonest, engage(s) in misconduct with respect to your business or affairs and/or Comfi reasonably suspects or has evidence that you are conducting fraudulent activities;
2. becomes bankrupt or insolvent, is unable to pay its debts as they fall due, or enters into any arrangement with its creditors;
3. 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;
4. has a petition for bankruptcy, liquidation, or winding up filed against it, which remains undismissed for a period of thirty (30) days.

16.7 Termination of this Agreement will not affect a Party's liability towards the other Party as of the date of termination. Within ten days of such date of termination, you agree to:

1. complete all pending transactions and payment orders initiated before the termination date;
2. settle any outstanding fees, refunds, or other Liabilities owed to Comfi in accordance with the provisions of this Agreement;
3. stop registering and authorising requests and issuing new payment Orders for the Services; and
4. immediately remove all Comfi branding, trademarks, and marketing materials from its website, stores, or any other platforms.

16.8 Notwithstanding any other provisions of this Agreement, either Party hereto may terminate this Agreement at any time by giving thirty (30) days’ written notice to the other Party.

16.9 The provisions relating to confidentiality, indemnification, and dispute resolution shall survive the termination or expiration of this Agreement.

16.10 For the avoidance of doubt, any suspension or termination under this Clause shall not limit Comfi’s rights under Clause 6 (Payment Default) to accelerate, set-off, or otherwise enforce immediate payment of all outstanding amounts.

16.11 We may suspend or close your Comfi Account or otherwise terminate your right to use your Comfi Account at any time at our absolute discretion.

16.12 Terminating this Agreement does not automatically terminate any other service contract you have entered into in connection with this Agreement.

16.13 Please note that terminating this Agreement will not terminate your purchase agreement(s) with the Buyers/Merchants. Your rights and obligations in relation to your agreements with Buyers/Merchants are governed by those agreements and the legislation relating to them.

16.14 We will retain your information after the closure of your Comfi Account in accordance with our privacy policy.

16.15 You may request the closure and deletion of your Comfi Account at any time, provided that all outstanding amounts and obligations under this Agreement, including any payments due to Comfi, have been fully settled. Upon verification of such settlement, Comfi shall close and delete your Account in accordance with its Privacy Policy.

17. Miscellaneous

17.1 This Agreement contains all the terms agreed between us and you regarding its subject matter and supersede and exclude any prior terms and conditions, understanding or arrangement between us and you, whether oral or in writing.

17.2 If any of this Agreement should be determined to be illegal, invalid, or otherwise unenforceable by reason of the laws of any state or country in which this Agreement are intended to be effective, then to the extent and within the jurisdiction which that term is illegal, invalid or unenforceable, it shall be severed and deleted and the remaining terms shall survive, remain in full force and effect and continue to be binding and enforceable.

17.3 Our failure or delay in exercising any of our rights under this Agreement does not mean that we are unable to exercise those rights later.

17.4 This Agreement is deemed executed upon the creation of your Comfi Account. By clicking the “Accept Terms & Conditions” button, you acknowledge that you have read, understood, and accepted this Agreement in full, and that you agree to be bound by its terms, including your obligation to settle any outstanding payments due Comfi in accordance with this Agreement. Comfi collects and retains metadata associated with your acceptance of this Agreement, including technical and identifying information of the Authorised Signatory, in accordance with its Privacy Policy.

18. Governing Law and Jurisdiction

18.1 This Agreement, the provision of the Comfi Services and all contracts concluded by us are governed by the laws of the United Arab Emirates.

18.2 You irrevocably agree that the Dubai Сourts shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement, the provision of the Comfi Services and any contracts concluded between us.

Definitions

Agreement means the General Terms, Definitions, and Service Terms, and other terms as may be reflected in your Comfi Account.

Customer/Eligible Customer means the Merchant or Buyer (as applicable) that has: (i) entered into this Agreement, (ii) satisfied the eligibility criteria in Clause 1.1 of the General Terms, and (iii) been approved by Comfi at its discretion to access the Services.

Buyer means an entity purchasing services/goods (Products) from the Merchant.

Merchant means an entity that provides services/goods(Products) to Buyers.

Comfi 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, and its Affiliates where applicable.

Affiliate means an entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity.

Authorised Signatory means the person authorised to bind the Customer to this Agreement, whose authority is evidenced in the company’s trade licence or Memorandum of Association, or, where applicable, under a duly executed power of attorney or notarised shareholders’/board resolution; for a sole establishment, the owner is the Authorised Signatory unless otherwise evidenced by the foregoing documents.

Comfi Account means the account assigned to the Customer on the Website (or other Comfi channel) through which the Services are accessed and managed.

Comfi Fees means any fees and charges applicable to the Services, including without limitation the Service Fee, Late Fee, Extension Fee, and any other fee disclosed in the Customer’s Comfi Account, a Cover Letter, or otherwise agreed in writing.

Confidential Information 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:

1. the content of this Agreement;
2. 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
3. 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:

1. 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;
2. was lawfully in the possession of the receiving party before the information was disclosed by the disclosing party; or
3. the Parties agree in writing that the information is not confidential.

Control means, in relation to any person, where another person:

1. has direct or indirect control over the affairs of that first person;
2. is entitled, directly or indirectly, to exercise or control the exercise of more than 50% of the total voting rights conferred by all the issued shares in the capital of that first person which are ordinarily exercisable in a general meeting;
3. is entitled to appoint and remove of a majority of the board of directors of that first person; or
4. in the case where the first person is a limited partnership, is entitled to appoint and remove its general partner or investment manager,

in each case whether pursuant to relevant constitutional documents, contract or otherwise, and Controlled shall be construed accordingly.

Customer Compliance Information means information about you that Comfi requires to comply with Law, and any official authority and Financial Partner requirements, and may include information (including personal data) about your representatives, beneficial owners, principals and other individuals associated with you or your Comfi Account.

Customer Financial Information means (a) information about you that Comfi requires to assess your business and financial condition and outstanding credit exposure, including financial statements (and, where applicable, unaudited management accounts including a profit and loss account, balance sheet and cash-flow statement) and supporting documentation (including bank statements); (b) information and supporting documentation to enable Comfi to calculate your risk of loss; and (c) all other information Comfi requests to assess your risk and ability to perform your obligations under this Agreement.

Customer Information means Customer Compliance Information and Customer Financial Information.

Due Date means the payment date(s) agreed for an Order.

Event of Default has the meaning set out in Clause 6 of the General Terms.

Extension means an option (if offered by Comfi at its discretion) to extend a Due Date for a limited period in accordance with Clause 8 of the General Terms.

Extension Fee means the fee payable to Comfi for an approved Extension

Financial Partner means any third-party financial institution or partner that provides a facility or collaborates with Comfi in providing or funding the Services.

Installment means each equal portion of the Order Amount payable by the Customer on the relevant Due Date under the Comfi Service (if an installment plan is selected).

Invoice Discounting 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.

Invoice means a commercial document issued by the Merchant to a customer no more than fourty-five (45) calendar days prior to the Merchant’s discounting request, specifying the goods or services supplied, the amount due, payment terms, and any other relevant details required for the Invoice to be valid.

Late Fee has the meaning set out in Clause 7 of the General Terms.

Law means all applicable laws, rules, regulations and other binding requirements of any official authority in the UAE.

Liabilities 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 Customer or its affiliates, officers, directors, employees, agents, representatives or customers of the Customer; and/or (ii) any breach of the Agreement, including but not limited to any transactions that are refunded, reversed, withdrawn or refused for any reason.

Limit means the maximum amount assigned by Comfi to a Customer for the utilization of Comfi Services, as determined by Comfi at its sole discretion.

Order/Eligible Order means an Order that satisfies (and continues to satisfy) all eligibility conditions stated in the Agreement.

Order Amount means the total amount financed by Comfi under an Order.

Service Fee means the fee(s) charged by Comfi for providing a Service in respect of an Order.

Services means the services provided by Comfi, including but not limited to Pay Later and Invoice Discounting.

Statements means monthly account statements made available in the Comfi Account showing balances and payments for Orders financed under the Services.

Transaction Evidence 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).

Website means comfi.ai and any other Comfi online portal or application through which the Services are made available.

Product Terms

Pay Later

These terms supplement the General Terms and govern the use of the Comfi Pay Later service (“Pay Later”) by both Buyers and Merchants.

1. Product Overview

1.1 Comfi Pay Later service enables eligible customers (“Buyers”) to purchase goods or services (“Products”) from participating merchants (“Merchants”) on deferred payment terms, while allowing Merchants to receive upfront payment from Comfi.

1.2 When a Merchant registers an Order through its Comfi Account and the Buyer authorizes the deferred payment terms, Comfi may, at its sole discretion, approve the Order for financing and assume responsibility for collecting payment from the Buyer. Once approved:

1. Comfi pays the Order Amount to the Merchant on behalf of the Buyer; and
2. the Buyer undertakes to repay Comfi the Order Amount, together with any applicable Comfi Fees, either in a single payment or in instalments (“Installments”) on agreed Due Dates.

1.3 For each Eligible Order, the Merchant selects a settlement term between 30 and 90 days from the date Comfi’s bank confirms the transfer of the Order amount. Any extension must not result in the total term exceeding 90 days from the original funding date.

1.4 In addition to Clause 1.2 of the General Terms, an Order shall be designated as an Eligible Order only if all of the following conditions are met:

1. Comfi has completed its credit assessment and approved the Order;
2. The Merchant has submitted accurate Invoice details and required Transaction Evidence proving delivery;
3. No unresolved disputes exist between the Buyer and Merchant related to quality, quantity, or delivery;
4. The Buyer 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;
5. The purchase complies with applicable laws, and there is no reasonable suspicion of fraud or other illegal activity by any of the parties.

1.5 If any of the above conditions are breached, Comfi may re-transfer the Order back to the Merchant. Any costs incurred by Comfi in connection with re-transfer shall be borne by the Merchant, and Comfi may offset such amounts against future settlements.

1.6 Comfi reserves the right, at its sole discretion, to decline any Pay Later Order at any time and will notify the relevant parties of its decision.

1.7 If a transaction is cancelled and Comfi receives proof that the Product has been returned to the Merchant:

1. The Merchant shall refund Comfi the Order Amount (less Service Fees); and
2. Comfi shall refund the Buyer the amount collected, subject to applicable deductions or fees.

Refund adjustments must be settled within fourteen (14) days by bank transfer or, with Comfi’s consent, deducted from the next settlement or otherwise as mutually agreed in writing.

1.8 If the Buyer and Merchant are related parties or Affiliates, they shall be jointly and severally liable for all amounts due to Comfi under this Agreement in the Buyer’s Event of Default.

2. Buyer Terms

2.1 Order Authorization. The Merchant submits the Order through its Comfi Account. You, as the Buyer, must authorize the Order for deferred payment and accept the displayed repayment terms, which include the total Order Amount, the payment plan, and any applicable Comfi Fees.

2.2 Payment Obligation. By authorizing an Order using the Comfi Pay Later option, you confirm that you have read, understood, and accepted these Terms and the Agreement in full. You are legally bound to pay Comfi the Order Amount, Service Fees, and any other charges in accordance with the agreed payment plan.

2.3 Repayment and Collection. You authorize Comfi (and any of its payment processors) to debit the eligible bank account linked to your Comfi Account for each payment due under the Order. If an automatic debit fails, you must immediately pay the outstanding amount together with any applicable Late Fees. Failure to do so may result in Comfi declaring an Event of Default as defined in the Agreement.

2.4 Joint Liability. If you and the Merchant are related parties or Affiliates, you acknowledge and agree that both parties are jointly and severally liable for repayment of all outstanding sums owed to Comfi under the relevant Order in case of Event of Default.

3. Merchant’s Terms

3.1 Payment from Comfi. Comfi will disburse the Order Amount, less applicable Service Fees, to the Merchant’s designated bank account within five (5) Business Days from the date of Order approval. Comfi shall bear its own bank transfer costs. The Merchant shall bear any transfer or exchange costs imposed by its own bank.

3.2 Collection. Comfi shall be solely responsible for collecting the Order Amount from the Buyer in respect of each Eligible Order, provided all eligibility conditions under Clause 1.4 and the General Terms remain satisfied.

3.3 Joint Liability. If you and the Merchant are related parties or Affiliates, you acknowledge and agree that both parties are jointly and severally liable for repayment of all outstanding sums owed to Comfi under the relevant Order in case of Event of Default.

Invoice Discounting

These terms (“Invoice Discounting Terms”) supplement the General Terms and govern your use of the Comfi Invoice Discounting service.

1. Product Overview

1.1 The Comfi Invoice Discounting service enables Merchants to receive upfront payment from Comfi against an Order created from the Invoice issued by the Merchant (the “Order”), while the Merchant retains collection control from its Buyer.

1.2 When the Merchant submits an Order through its Comfi Account (based on a valid Invoice), Comfi may, at its sole discretion, approve the Order for financing. Once approved:

1. Comfi pays the Order Amount to the Merchant, less Service Fee; and
2. You confirm that you have read, understood, and accepted these Terms and the Agreement in full and undertake to repay Comfi the Order Amount, together with any applicable Comfi Fees, on the agreed due date(s) (each a “Due Date”).

1.3 For each Eligible Order, the Merchant selects a settlement term between 30 and 90 days from the date Comfi’s bank confirms the transfer of the Order amount. Any extension must not result in the total term exceeding 90 days from the original funding date.

1.4 Comfi reserves the right to decline to discount all or any of the Invoices presented by the Merchant without assigning any reasons.

1.5 In addition to Clause 1.2 of the General Terms, an Order shall be designated as an Eligible Order only if all of the following conditions are met:

1. Comfi has completed its credit assessment and approved the Order;
2. The Merchant has submitted accurate Invoice details and required Transaction Evidence proving delivery;
3. The Merchant retains full credit control and remains solely responsible for collection from its customer;
4. The Buyer 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;
5. The purchase complies with applicable laws, and there is no reasonable suspicion of fraud or other illegal activity by any of the parties.

1.6 If any of the above conditions are breached, you will be declared in default, in accordance with Clause 6 of the General Terms. Any costs incurred by Comfi in connection with such a default shall be borne by the Merchant, and Comfi may offset such amounts against future settlements.

1.7 Payment from Comfi. Comfi will disburse the Order Amount, less applicable Service Fees, to the Merchant’s designated bank account within five (5) Business Days from the date of Order approval. Comfi shall bear its own bank transfer costs. The Merchant shall bear any transfer or exchange costs imposed by its own bank.

1.8 Repayment and Collection. You authorize Comfi (and any of its payment processors) to debit the eligible bank account linked to your Comfi Account for each payment due under the Order. If an automatic debit fails, you must immediately pay the outstanding amount together with any applicable Late Fees. Failure to do so may result in Comfi declaring an Event of Default as defined in the Agreement.

1.9 Assignment of receivable. Comfi may, as a condition for financing under the Invoice Discounting Service, require the Merchant to execute a letter of assignment of the receivable under the Invoice. The letter of assignment shall be held by Comfi and shall become effective only upon the Merchant’s Event of Default or failure to pay any amount when due under these Terms. Upon such occurrence, Comfi may (a) notify the Buyer of the assignment, (b) demand and collect the Invoice Amount from the Buyer. The Merchant irrevocably instructs the Buyer to make payment to Comfi upon receipt of such notice. Amounts received from the Buyer will be applied toward the Merchant’s obligations to Comfi for the relevant Order. This clause is for collection purposes only and does not transfer risk of non-payment prior to default or otherwise alter the Merchant’s liability under this Agreement.

Other Comfi Products

These terms supplement the General Terms and govern your use of the other Comfi Services as may be agreed between the Parties.

1. Upon entering into the Agreement, you may also elect to use any of the other Comfi Services, which are made available to you either as a permanent service or as part of a promotional offer.
2. Such other Comfi Services may be subject to supplemental or promotional terms (“Additional Terms”), which you will be required to enter alongside the General Terms before accessing such Comfi Service.
3. Together, the Additional Terms, Definitions, and General Terms will constitute your agreement for such Comfi Service with Comfi.
4. If there are any conflicts between the Additional Terms and the General Terms on the same subject in respect of the Comfi Service, the Additional Terms shall prevail.
5. Any modifications to the Additional Terms will be communicated to you via your registered email account and shall take effect from the date of notice.