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Escrow Terms & Conditions

This document (“Escrow Terms” or “Terms”) is an agreement between you (“you”, “your” or “yourself”) and Trustin Limited, a Private Company Limited by Shares, registered with Abu Dhabi Global Market, under Commercial License no. 000008461, having its registered address at Office 512, Level 11, Al Sarab Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United Arab Emirates (“Company”). The Company is regulated by the Financial Services Regulatory Authority (FSRA) of ADGM under Financial Services Permission Number 240003 and authorized to provide Money Services Business (including escrow services). These Terms set outs the term and conditions governing your use and access of:

  • the electronic platform that is owned and operated by the Company (“Platform”); and
  • the products and services offered in the Platform by the Company and third parties engaged by, or in partnership with the Company (“Services”).

These Escrow Terms are an agreement between you and the Company, which set outs the terms and conditions governing your use and access of Escrow Services and associated services. Being regulated by the Financial Services Authority (FSRA) to provide Money Services Business (including escrow services), under the Financial Services Permission Number 240003, the Company provides the Escrow Service for facilitating payments (“Escrow Amount”) through the Platform for Registered Users conducting domestic and cross-border Business to Business (B2B), and Business to Customers (B2C) and Customer to Customer (C2C) activities. The Registered Users shall enter into an escrow agreement (“Escrow Agreement”) which shall be subject to the approval of the Company.

General

By agreeing to these Escrow Terms, you expressly employ, authorize and instruct the Company to act as escrow agent in connection with each Escrow Agreement subject to these Escrow Terms.

You expressly appoint the Company to act as the merchant of record for the purposes of collecting, holding, disbursing, or remitting the Escrow Amount domestically, as well as currency conversion and associated services.

You should log onto the Account to verify the details and status of each Escrow Agreement to which you are a party.

Any reference to time or calendar day in the Escrow Terms shall be a reference to Gulf Standard Time and a calendar day in United Arab Emirate, respectively.

All communications shall be made in the English language.

By using the Escrow Service, you accept the Escrow Service Terms, and your intent and agreement to be bound by them.

The General Terms and Conditions of the Company are incorporated into the Escrow Terms by way of reference and in the event of any inconsistency between the Escrow Terms and the General Terms and Conditions, the terms of the Escrow Terms shall prevail.

Defined terms used but not defined herein, shall have the meaning as set out in the Article 1 - Definitions of the General Terms and Conditions.

ESCROW MECHANISM

As a Registered User, you can create and send an escrow proposal (“Escrow Proposal”) to your escrow counterparty (“Counterparty”) for acceptance.

You can create an Escrow Proposal in the role of a Buyer or a Seller.

You are required to provide transaction information when creating an Escrow Proposal, either as on-screen input or documents containing information such as (but not limited to):

  • details of the products & services to be offered as part of the Escrow Proposal;
  • details of the Counterparty;
  • details of the shipment and delivery of the product and services;
  • details of the milestone payment mechanism contemplated under the Escrow Proposal (if applicable);
  • any split in the TrustIn's Fees between the Buyer and the Seller to be paid to the Company;
  • countries where products & services(a) originate from, (b) pass through or(c) will be delivered in; and
  • such other information as the Company may require to provide the escrow Service;

You must create and customize the Escrow Proposals using the templates provided by the Company.

Once you create the Escrow Proposal, you can send it to your Counterparty for acceptance through the Platform. You can also save as “draft” without sending it to your Counterparty on the Platform. Once the Buyer has agreed to these Escrow Service Terms by selecting the “Send to Seller" button at the bottom of the Escrow Proposal screens, these instructions shall constitute a binding agreement between all parties.

The Company shall notify your Counterparty and provide instructions to access the Escrow Proposal for their acceptance based on your Instructions. Your Counterparty’s acceptance is required to create a legally binding Escrow Agreement with you.

Until your Counterparty’s acceptance, the status of the Escrow Proposal appears on your Platform dashboard as “pending” or “awaiting confirmation” or with a similar description.

Any Escrow Proposal that is not accepted by the Counterparty within fifteen (15) days is flagged on Platform dashboard as “expired”.

Upon acceptance of the Escrow Proposal by your Counterparty, the Company notifies both parties and updates the Escrow status as “accepted” on your Platform dashboard.

The accepted Escrow Proposal shall govern your relationship with the Counterparty based on the transaction you and the Counterparty are undertaking. The Escrow Agreement shall be available on the platform and the Company shall maintain a record of this Escrow Agreement which shall be binding on you and the Counterparty. The accepted Escrow Proposal shall form an integral part and must always be read in conjecture with the General Terms and Conditions and these Escrow Terms.

The Company shall assign a unique identification number (“Escrow Number”) to each Escrow Proposal.

Depending on your country of domicile, the escrow Service may not be available or may limit your role to either only Buyer or only Seller. The Company may also limit (a) the Escrow Amount notional (b) available invoice currencies (c) currencies and payment methods available for the Buyer and (d) currencies in which the Seller can receive the Escrow Amount.

The Company prohibits the use of the escrow Service in connection with any product and/or service that involves:

  • a Sanctioned Entity;
  • a Sanctioned Person;
  • any illegal, unlawful, criminal, banned activities;
  • violating any domestic and international laws or regulations;
  • any obscene material;
  • any munitions or firearms;
  • pirated software, DVD or videos or item(s) otherwise infringing copyrighted works;
  • illegal drugs, controlled substances, alcohol or tobacco products;
  • the sale or transfer of liquor licenses;
  • the sole purpose of exchanging currencies, including digital currencies; and
  • involves transactions directly or indirectly involving persons (individuals or entities) with whom the UAE Government or other persons are prohibited from engaging pursuant to sanctions and export controls administered by the UAE Government.
  • involves transactions directly or indirectly involving persons (individuals or entities) with whom the UAE are prohibited from engaging pursuant to the Applicable Laws.

ESCROW ACCOUNT

The Company may engage one or more UAE based banks regulated by Central Bank of UAE (“Bank(s)”) and Payment Service Providers authorized in UAE to provide escrow payment services and maintain escrow accounts for the benefit of its Registered Users (“Escrow Account(s)”). The Company may from, time to time, partner with additional banks or payment service providers.

The Bank shall operate and maintain Escrow Accounts to hold Escrow Amounts pursuant to the Escrow Agreements executed by and between Registered Users on the Platform.

All Escrow Accounts are domiciled in United Arab Emirates and are denominated in the invoice currency.

Neither the Buyers nor the Sellers can directly access (a) the Escrow Accounts, or (b) the Escrow Amounts in the Escrow Accounts.

The Bank or Payment Service Providers perform the collection of the Escrow Amounts from the Buyers, hold the Escrow Amounts in the Escrow Accounts, and disburse Escrow Amounts to the Sellers (or refunds to Buyers) based on the instructions of the Company.

By agreeing to these Terms and Escrow Service Terms, you hereby agree and acknowledge to the terms and conditions of escrow payment service provided by and the terms and conditions of the Bank and Payment Service Providers (“Bank/PSP Terms and Conditions”). In the event of any inconsistency between the Escrow Service Terms and the Bank/PSP Terms and Conditions, the terms of the Escrow Terms shall prevail. You may access the Bank/PSP Terms and Conditions at (as amended from time to time) through their website.

List of Banks the Company has engaged:
  • Emirates NBD;
List of Payment Service Providers the Company has engaged:
  • Emirates NBD

You expressly acknowledge that you have read the Bank/PSP Terms and Conditions and accept that these Terms and Conditions (a) constitute a legal, valid, and binding agreement between you and Bank/Payment Service Providers within the framework of the contractual relationship between you and the Company (b) are an integral part of the Escrow Terms.

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Since the use of a bank account or the making of an electronic funds transfer to your Escrow Account may be limited by your agreement with your financial institution and/or by Applicable Laws, the Company is not liable to any Registered User if the Company does not complete an escrow Service or any act relating thereto, as a result of any such limit, or if your financial institution fails to honor any credit to the Escrow Account.

ESCROW CANCELLATION

You can cancel an Escrow Proposal at any time prior to your Counterparty’s acceptance.

You can reject an Escrow Proposal sent to you by your Counterparty.

You can cancel or request the Company to cancel an Escrow Agreement at any time prior to the date of delivery of the product and/or service (“Due Date”) with the consent of your Counterparty.

If the Buyer fails to deposit the Escrow Amount and the Trustin Fee in the Escrow Account within fifteen (15) days of acceptance of the Escrow Proposal, the Escrow Agreement is automatically cancelled.

An Escrow Agreement cannot be cancelled by the Seller or the Buyer, once the Seller has uploaded the Proof of Delivery and triggered the Verification Process.

Any cancellation of an Escrow Agreement by the Company shall be effective immediately.

ESCROW AMENDMENT

You can amend or request the Company to amend an Escrow Agreement at any time prior to the shipment date for Product Delivery with the consent of your Counterparty.

DEPOSIT OF ESCROW AMOUNT

Upon the acceptance of an Escrow Proposal, the Company shall notify the Buyer to deposit the Escrow Amount and TrustIn Fee (if any) in the Escrow Account.

The Company shall provide onscreen instructions to the Buyer to make the required payment. The Platform may offer multiple payment methods as detailed in Article 9 – Payment Modes of the General Terms and currencies to the Buyer to choose from. However, currencies and payment methods available to the Buyer may vary depending on its domicile.

If you are the Buyer, you must deposit the Escrow Amount and TrustIn Fee in the Escrow Account within seven (07) days of the acceptance of the Escrow Proposal. However, the Buyer may choose to pay a portion of the Escrow Amount pursuant to opting for a milestone payment mechanism, subject to a maximum of 5 (five) milestones as may be agreed between the Buyer and the Seller in the Escrow Proposal. All milestone payments shall not be less than ten percent (10%) of the total Escrow Amount.

The Company may set different limits for Escrow Amount for different payment methods.

Once the Buyer has funded the Escrow Account through the available payment methods and the Company has received the Escrow Amount in the Escrow Account, the Escrow Account balance shall be reflected on screen on both Buyer and Seller dashboards and both parties shall be notified within 24 (twenty-four) hours. There may be a time lag between the Buyer’s funding and when the Escrow Amount is reflected in Escrow Account balance on Buyer and Seller dashboards, due to inherent delays in cross border funds transfer (if any).

The Escrow Amount does not earn any interest.

TRUSTIN FEE & CURRENCY CONVERSION

TRUSTIN FEE

The TrustIn Fee can be paid by the Buyer, the Seller or split between them in a manner determined by the parties. The party creating the Escrow Proposal can choose the relevant option.

Where the TrustIn Fee is paid by the Buyer, the TrustIn Fee shall be added to the amount of funds the Buyer is required to pay into the Escrow Account.

Where the TrustIn Fee is to be paid by the Seller, the TrustIn Fee shall be deducted from the Escrow Amount prior to the disbursement to the Seller.

Where the TrustIn Fee is split between the Buyer and the Seller:

  • the portion of the TrustIn Fee payable by the Buyer is added to the amount to be paid by the Buyer into the Escrow Account; and
  • the TrustIn Fee payable by the Seller shall be deducted from the relevant Escrow Amount under the Escrow Agreement prior to the disbursement to the Seller.

For the avoidance of any doubt, it is hereby clarified that the TrustIn Fee payable either by the Buyer or the Seller or by both the Buyer and the Seller (as may be applicable) shall be segregated from the Escrow Amount and adequately safeguarded by the Company pursuant to requirement set out by the FSRA in the Client Money Rules.

The Company may, from time to time, provide promotional offers/ discounts on the TrustIn Fee, subject to its sole discretion.

CURRENCY CONVERSION

Where you are the Buyer, you may pay the Escrow Amount and any TrustIn Fee into the Escrow Account in the national currency of your domicile (“Buyer Currency”) or AED.

Where you are the Seller, you may receive the Escrow Amount (less any TrustIn Fee) in the national currency of your domicile (“Seller Currency”) or AED.

Where the Buyer Currency is different from the currency of the invoice, the payment by the Buyer is subject to a currency conversion (“Currency Conversion”). The same shall apply to the Sellers if the Seller Currency is different from the currency stipulated in the invoice.

When a Currency Conversion is involved, the Company shall display an indicative foreign exchange rate (“Indicative Rate”) at the time Escrow Proposal creation and acceptance.

The Indicative Rate reflects only the prevailing foreign exchange rate at the time of display. The Company shall update the foreign exchange rate, display the final applicable exchange rate on screen and apply it for Currency Conversion when collecting the payment from the Buyer and making the payment to the Seller (as applicable).

ESCROW TERM

The Company shall hold the Escrow Amount for a maximum 90 (ninety) calendar days (“Escrow Term”) from the date of receiving the Escrow Amount in the Escrow Account. If for any reason, the Escrow Agreement is not concluded on or before the expiry of the Escrow Term, then the Company shall refund the entire Escrow Amount to the Buyer without deducting TrustIn Fee. However, if for any reason, the Escrow Agreement is not concluded after the expiry of the Escrow Term and the Escrow Amount is held by the Company after the expiry of the Escrow Term, then the Company shall refund the remaining Escrow Amount to the Buyer after deducting the TrustIn Fee and Currency Conversion costs.

Notwithstanding, where an Escrow Agreement is the subject of a Dispute between the Buyer and Seller during the Escrow Term, the following process will apply:

prior to the expiry of the Escrow Term, if the Disputing Parties have not initiated the External Arbitration proceedings or have not notified the Company about the commencement of External Arbitration proceedings, then the Company shall refund the Escrow Amount to the Buyer on the next business day of the expiry of Escrow Term after deducting applicable TrustIn Fee and Currency Conversion costs.

prior to the expiry of the Escrow Term, if the Disputing Parties have initiated the External Arbitration proceedings and have notified the Company about the commencement of External Arbitration proceedings, then the Company shall continue to hold the Escrow Amount in the Escrow Account until the conclusion of the External Arbitration proceedings and receipt of the full details of the arbitration outcome and disburse it through the Company’s escrow account, after deducting applicable TrustIn Fee and Currency Conversion costs.

ESCROW RELEASE AND REFUND

PROCEDURE FOR RELEASE OF ESCROW AMOUNT AND/OR REFUND

If you are the Seller, you must upload the Proof of Delivery (of goods or services) on or before the Due Date to trigger verification of the Proof of Delivery (“Verification Process”) by the Company.

The Company endeavours to complete the Verification Process in 48 hours (“Review Period”).

The Company has the right to:

  • ask you to provide explanation, clarification, and information to scrutinize the Proof of Delivery and complete the Verification Process.
  • directly contact the Buyer to verify the Buyer’s Consent for remitting the Escrow Amount after deducting the TrustIn Fee and the Currency Conversion costs.
  • directly contact your Counterparty to verify requests for amendment or cancellation of Escrow Agreement.
  • extend such Review Period for as long as the Company, at its sole discretion, to conduct the Verification Process adequately and accurately.

If the Company finds the Proof of Delivery to be satisfactory and upon receiving confirmation from the Buyer, the Company may remit the corresponding pending payment to be made to the Seller.

In the circumstance of a milestone payment mechanism contemplated under the Escrow Agreement, the Company shall after receipt of the applicable Escrow Amount from the Buyer, within 48 (forty-eight) hours, transfer the applicable Escrow Amount to the Seller after deducting applicable TrustIn Fee and Currency Conversion costs as per the procedure set out herein below.

The Company, at the minimum, requires the Proof of Delivery to prove the Seller’s obligations under the Escrow Agreement are satisfied. Such proof must clearly and unambiguously clarify:

  • proof of value - industry standard documents providing sufficient information about the commercial value of the products and services such as final invoice/purchase order, sale and purchase agreement, software license agreement, service agreement, or other documents acceptable to the Company.
  • proof of transfer - industry standard documents providing sufficient information about the delivery or acceptance arrangement of the products and/or services, such as bill of lading, airway bill, proof of transfer of digital goods, proof of service delivery, or other documents acceptable to the Company.
  • proof of quantity - industry standard documents providing sufficient information about the quantity of products & services such as packing list, inspection report, installation report, itemized list, official logs, or other documents acceptable to the Company.

The Company shall not be liable to prove the authenticity/ legality of the Proof of Delivery, the Company shall only conduct the Verification Process to internally confirm the remittance of the Escrow Amount to the Seller.

The Company may allow the Buyer and Seller to add more items to Proof of Delivery such as a certificate of origin, inspection report, etc. You are required to provide these documents in addition to the Proof of Delivery to trigger the Verification Process.

There is no limit on the number of documents you can provide as Proof of Delivery.

You must upload all Proof of Delivery in accordance with the Escrow Agreement to trigger the Verification Process by the Company. Thereafter, the Company shall require the Buyer’s explicit written consent (“Buyer Consent”) to the Company through the Platform to release the Escrow Amount to the Seller.  The Company shall remit the Escrow Amount to the Seller only upon receiving the Buyer’s Consent.

It is hereby clarified that the Buyer cannot withdraw the Buyer Consent in the following circumstances:

After the Company receives the Buyer Consent; or

If the Company has already initiated the payment of the Escrow Amount to the Seller after receiving the Buyer Consent;

You as the Seller shall be deemed to have failed to meet the Escrow payment release condition if:

  • You do not trigger the Verification Process by the Shipment Date.
  • the authenticity of the Proof of Delivery cannot be reasonably established.
  • The Company has reasons to believe that the Proof of Delivery is fraudulent.
  • You fail to respond to the Company’s request for explanation, clarification, and information to scrutinize the Proof of Shipment and complete the Verification Process within a reasonable timeframe.
  • The Buyer denies issuing the Buyer Consent.

The Company shall, after receiving the Buyer Consent, provide the transaction details to the Buyer and the Seller which shall include the following details:

  • Date of receipt of the Buyer Consent;
  • Confirm the initiation of the release of the Escrow Amount to the Buyer and Seller;
  • Confirm the receipt of the Escrow Amount by the Seller’s account to the Buyer and the Seller;
  • The Currency in which the Escrow Amount was released; and
  • The TrustIn Fee and Currency Conversion Costs applicable along with the breakdown of the charges expressed in the currency of the Escrow Amount.

When the Company is not able to successfully conclude the Verification Process, the Company shall notify you and allow the Buyer to claim a refund of the Escrow Amount.

For the avoidance of doubt, after the Company has initiated the payment of the Escrow Amount to the Seller after receiving the Buyer Consent, the Company shall not be held liable for any non-execution or defective or late execution of the payment of the Escrow Amount if the Company, within 48 (forty-eight) hours, transfers the applicable Escrow Amount to the Seller after deducting applicable TrustIn Fee and Currency Conversion cost, and has complied with the relevant Business Conduct Rules.

DUE DATE EXTENSION

Where you are the Seller, you can request a one - time extension of the Due Date any time before the Shipment Date (“Extension Request”) and the Company shall immediately notify the Buyer of the Extension Request.

Where the Buyer accepts an Extension Request, the Company shall revise the Due Date as agreed by the Buyer (“Extended Due Date”) and the Extended Due Date shall become binding on you. If the Buyer rejects the Extension Request, then you must complete the upload of Proof of Delivery by the Due Date.

SELLER FRAUD

You cannot claim a refund if the Company released the Escrow Amount to the Seller based on the Buyer Consent provided by you.

The Company has the right to ask you for documents to establish Seller fraud and an undertaking that you did not receive the Product & Services.

The Company shall not be liable for any fraud, fraudulent or negligent activities committed by the Seller, and the Buyer shall hold only the Seller liable.

ESCROW REFUND

Where you are the Buyer, you will be eligible for refund only if it is mutually agreed between the Buyer and the Company after the Buyer has provided sufficient justifiable reasons for the refund of the Escrow Amount.

As the Buyer, who is eligible for refund, you must submit a refund request (“Refund Request”) to claim the Escrow Amount.

Upon receipt of a Refund Request, the Company will notify the relevant Seller of such Refund Request and process the Refund Request within two (2) Business Days and transfer the Escrow Amount to you after deducting applicable TrustIn Fee and Currency Conversion costs.

ESCROW DISPUTES AND RESOLUTION

Step 1: Raising an Escrow Agreement Dispute

Where you are the Buyer, you can raise a dispute against the Seller (“Escrow Agreement Dispute”) on the Platform for determination by the Company (the party raising the dispute, the “Disputing Party” and the Counterparty, the “Dispute Counterparty” and collectively, the “Disputing Parties”).

You must raise the Escrow Agreement Dispute on the Platform within ten (10) business days of the occurrence of event (s) for the Company to accept the Dispute.

Following disputes are not considered as Escrow Agreement Disputes:

  • Disputes in relation to the Company’s services. These are governed under the Terms and Escrow Service Terms.
  • Disputes in relation to the provision and availability of services of the Bank/ Payment Service Provider in relation to the Escrow Account. Those are governed by Bank/PSP Terms and Conditions.

A Disputing Party must select from the following dispute categories when raising an Escrow Agreement Dispute on the Platform:

  • Delivery delay – where the Seller was unable to ship the Products & Services by the Due Date and the Buyer does not accept the Extension Request.
  • Insufficient Documents – where the Seller is unable to provide Proof of Delivery.
  • Inspection Fail – where the Products & Services do not meet the physical inspection, digital verification, service quality or outcome requirements set in the Escrow Agreement.
  • Items not Received – where the Buyer does not receive the Products & Services following the release of Escrow Amount.
  • Others – any other issue.

The Disputing Party must provide all the supporting evidence to explain the cause of the Escrow Agreement Dispute such as documents, screen shots, pictures, videos and copies of electronic communications (“Dispute Evidence”). The Company may require you to provide additional information to ensure completeness of Dispute Evidence to accept the Escrow Agreement Dispute.

Once the Company accepts the Escrow Agreement Dispute, the Company shall notify the Dispute Counterparty (“Dispute Notice”) along with the Dispute Evidence.

Where you are the Dispute Counterparty, you must respond within seven (7) Business Days of receiving the Dispute Notice (“Notice Period”). During the Notice Period, you can (a) accept the Escrow Agreement Dispute, or (b) reject the Escrow Agreement Dispute and provide evidence, such as documents, screen shots, pictures, videos and copies of electronic communications (“Counterparty Dispute Evidence”). The Company may require you to provide additional information to ensure completeness of Counterparty Dispute Evidence.

As the Dispute Counterparty, if you fail to respond to a Dispute Notice within the Notice Period, then you are deemed to have accepted the Dispute Evidence. The Company shall refund the Escrow Amount after deducting applicable TrustIn Fee and Currency Conversion costs to the Disputing Party within seven (07) Business Day from the end of Notice Period.

Step 2: Resolution by Negotiation

If you, as the Dispute Counterparty, respond to the Dispute Notice within the Notice Period, the Company shall notify the Disputing Party providing the Counterparty Dispute Evidence, and direct the Disputing Parties to engage in a good faith negotiation (“Negotiation”) to resolve the Escrow Agreement Dispute for fifteen (15) Business Days (“Negotiation Period”).

If the Disputing Parties reach an agreement to resolve an Escrow Agreement Dispute within the Negotiation Period, the Disputing Parties shall provide the details of the official version of the agreement in writing to the Company. The Company shall act in accordance with such agreement within seven (07) Business Day of receiving it and close the Escrow Agreement Dispute.

Step 3: Resolution by the Company (if no resolution by negotiation in step 1)

Escrow Agreement Dispute in Dispute Categories (i), (ii), (iii) or (iv), as set out in Article 10.1 (d) hereinabove are automatically escalated for resolution by the Company (“Decision”) where:

any Disputing Party terminates the Negotiation before the conclusion of the Negotiation Period and escalates the Escrow Agreement Dispute to the Company; or

Negotiation Period concludes and the Disputing Parties cannot resolve the Escrow Agreement Dispute, in which case the Escrow Agreement Dispute gets automatically escalated to the Company.

The Company has the right to investigate and take such steps, in its sole discretion, necessary to resolve the Escrow Agreement Dispute to reach the Decision, including:

reviewing Dispute Evidence and Counterparty Dispute Evidence.

request more information from the Disputing Parties.

The Company shall provide a Decision within seven (7) Business Days from the date of escalation and carry out such Decision.

Step 3.1: Resolution by Arbitration (if no resolution by negotiation in step 1)

Escrow Agreement Dispute in Dispute Category (d) is resolved by external arbitration (“External Arbitration”) where:

  • any Disputing Party terminates the Negotiation before the conclusion of the Negotiation Period and escalates the Escrow Agreement Dispute to the Company; or
  • Negotiation Period concludes and the Disputing Parties cannot resolve the Escrow Agreement Dispute, in which case the Escrow Agreement Dispute gets automatically escalated to the Company, and the Company in its sole discretion deems it unable to reach a decision acceptable to the Disputing Parties.

Currently the Company refers Escrow Agreement Dispute to arbitration administered in accordance with the International Chamber of Commerce Arbitration Rules, 2021 (as amended) (“ICC Arbitration Rules”), the ICC Arbitration Rules shall be deemed to be incorporated by reference in this paragraph. The seat of arbitration shall be the Abu Dhabi Global Market Arbitration Centre (“ADGMAC”). The arbitration shall be conducted by a single arbitrator and wholly in the English language.

Where an Escrow Agreement Dispute is resolved by External Arbitration, the Company acts as per the official decision of the External Arbitration that has attained finality per Applicable Laws (“Enforceable Award”), which you are required to provide to the Company. The Company, at its own discretion, has the right to independently verify the Enforceable Award passed in the External Arbitration. Thereafter, the Company shall carry out the Enforceable Award passed in the External Arbitration to the extent it is possible being a third party thereto within two (2) business days of verification.

Any costs incurred by the Company arising out of or in connection with referring the Escrow Agreement Dispute to the External Arbitration and carrying out the Enforceable Award passed in the External Arbitration as set out in Article 10.4 (c) above shall be paid out of the applicable Escrow Amount in priority to any transfer of the Escrow Amount to be made to you or your Counterparty after deducting applicable TrustIn Fee and Currency Conversion costs.

COMPLIANCE AND RISK MANAGEMENT

The Company continuously monitors all Accounts for compliance and other risks.

You are required to meet the Company’s compliance requirements at all times, as maybe specified by the Company from time to time.

The Company may ask you to provide such documents and information as the company, at its sole discretion, deems necessary to monitor compliance and other risks.

To mitigate or prevent compliance issues or other risks, the Company may

  • require you to place a reserve with the Company;
  • suspend your Account and block your funds available with the Company;
  • suspend or deny the Escrow Service to you; and
  • take any necessary action,
The Company may block the processing of your Escrow Agreement at any time where it has reasons to believe that:
  • the funds in the Escrow Account does not belong to the Buyer;
  • the Buyer or the Seller in the Escrow Agreement is a Sanctioned Person or Sanctioned Entity (as maybe applicable);
  • there is escrow Service contemplated for any of the prohibited categories mentioned in Article 2.12 – Escrow Mechanism of these Escrow Terms;
  • there is a high risk of Chargeback or Fraud in the transaction; or
  • there is a violation of Applicable Laws.

Take additional actions as appropriate in such situations under the Applicable Laws.

In the event of the Company’s insolvency, winding up or any other event as set out in the Business Conduct Rules stipulated by the FSRA, the Escrow Amount of the Registered User(s) will be subject to the Client Money Distribution Rules.

DISCLAIMERS

TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAWS, THE COMPANY MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, REGARDING ANY MATTER, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, ACCURACY OF INFORMATIONAL CONTENT, SYSTEMS INTEGRATION, NON-INTERFERENCE WITH ENJOYMENT, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, RESULTS TO BE DERIVED FROM THE USE OF OR INTEGRATION WITH THE ESCROW SERVICE.

THE ESCROW SERVICE IS PROVIDED 'AS IS', AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER. ADDITIONAL ACTIONS AS APPROPRIATE IN SUCH SITUATIONS UNDER THE APPLICABLE LAWS.THE COMPANY DOES NOT MAKE ANY WARRANTY THAT THE ESCROW SERVICE WILL BE ERROR FREE OR UNINTERRUPTED. THE ESCROW SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER ISSUES INHERENT IN THE USE OF THE INTERNET AND THE TYPE OF TECHNOLOGY THAT THE COMPANY MAY USE.WHILE THE COMPANY SHALL MAKE THE BEST EFFORTS TO IMMEDIATELY RELEASE OF ESCROW AMOUNT WHEN DUE TO YOU AS THE SELLER (OR BUYER IN CASE OF A REFUND), THERE MAY BE DELAYS IN THE FUNDS REACHING YOUR ACCOUNT DUE TO (A) DEPENDENCY ON THE BANK/ PAYMENT SERVICE PROVIDERS (B) COMPLIANCE REASONS (C) FORCE MAJEURE (D) TECHNICAL BREAKDOWN.

LIABILITIES AND INDEMNIFICATION

YOU AGREE THAT YOU SOLELY BEAR ALL RISKS FROM YOUR USE OF THE ESCROW SERVICE WITHOUT ANY RECOURSE WHATSOEVER TO THE COMPANY. WHERE YOU ARE THE SELLER, YOU ARE LIABLE TO THE COMPANY FOR CHARGEBACK AND FRAUD. YOU SHALL INDEMNIFY, DEFEND, SAVE AND HOLD HARMLESS THE COMPANY, ITS RELEVANT PERSONS AND AFFILIATES FROM LOSSES AND CLAIMS DUE TO YOUR VIOLATION OF THE ESCROW TERMS.

THE COMPANY, AND ITS RELEVANT PERSONS AND AFFILIATES SHALL NOT BE LIABLE TO YOU FOR ANY LOSSES OR CLAIMS ARISING FROM:

PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM USE OF THE ESCROW SERVICE;
EVENTS OUTSIDE THE COMPANY’S CONTROL SUCH AS BUT NOT LIMITED TO:
  • FORCE MAJEURE;
  • TECHNICAL BREAKDOWN;
  • SOFTWARE BUGS, ERRORS, INACCURACIES, OR OMISSIONS; OR
  • CONDUCT OF ANY SERVICE PROVIDER OR THIRD PARTY.

THE COMPANY’S DECISION IN A DISPUTE;

THE COMPANY’S VERIFICATION PROCESS;

ANY DELAY IN RECEIVING ESCROW AMOUNT DUE TO COMPLIANCE OR DEPENDENCY ON PAYMENT SERVICE PROVIDERS;

CURRENCY CONVERSION;

PAYMENT OF TRUSTIN FEE;

YOUR VIOLATION OF MATERIALS TERMS OF THE AGREEMENT;

GROSS NEGLIGENCE, WILFUL MISCONDUCT OR FRAUD BY YOU;

THE EXERCISE OF THE COMPANY’S RIGHTS UNDER THE ESCROW TERMS;

NON-DELIVERY OF ESCROW SERVICES;

ISSUES WITH THE QUALITY, QUANTITY OR SPECIFICATION OF THE PRODUCTS & SERVICES; AND

DAMAGE TO THE PRODUCTS & SERVICES.

VARIATION AND TERMINATION

The Company at its sole discretion may amend, revise or restate the Escrow Terms without your consent or notification to you.

The Company may vary TrustIn Fee depending on the nature of the transaction and associated risks.

The Bank/Payment Service Providers at their sole discretion may amend, revise or restate the Bank/PSP Terms and Conditions without your consent or notification to you.

The Company may, at its sole discretion, change the Bank/Payment Service Providers or distribute different parts of an Escrow Payment among more than one Payment Service Providers.

The Company may vary (a) the domicile of Escrow Accounts (b) available Invoice Currencies (c) currencies and payment methods available for the Buyer and (d) currencies in which the Seller can receive the Escrow Amount.

The Company may delegate a part or whole of the Escrow Service to its Affiliates or cause its Affiliates to delegate a part or whole of the Escrow Service to the Company.

The Company may terminate your Account in the following situations:

  • the Company determines that you or your escrow transaction pose significant risk.
  • it becomes illegal for the Company to provide the escrow Service to you.
  • there is a violation or possible violation by you of the General Terms and Conditions, Escrow Terms or Bank/PSP Terms and Conditions.

REGISTERED USER ACKNOWLEDGEMENTS

You acknowledge and agree that:

The Company is not responsible for the handling or delivery of Products & Services.
The Company may demand and you shall provide additional documents:
  • during the Verification Process;
  • after release of the Escrow Amount; or
  • at any time for compliance and other risk assessment.
the Company may share any information provided by you with parties it is contractually or legally obligated to share, such as (but not limited to):
  • any governmental or regulatory body properly exercising its powers; or
  • Payment Service Providers.
Where you are the Seller, you expressly acknowledge and agree that you are responsible for arranging the shipment and delivery of the Products & Services and providing the Proof of Shipment or Buyer Consent to the Company.
Where you are the Buyer, you expressly acknowledge and agree that the Company is not responsible for:
  • non delivery of Products & Services;
  • issues with the quality, quantity, or specification of the Products & Services; or
  • damages to the Products & Services.
Where you are one of the Dispute Parties in a Dispute, you acknowledge and agree that:
  • The Company has the right to verify the agreement reached by the Disputing Parties and may ask you for more information and documents.
  • The Company shall not accept agreements that

      - are in violation of General Terms and Conditions, Escrow Terms and Conditions, Bank/PSP Terms and Conditions or the Applicable Laws; or
       - cause Losses to or any claims on the Company.

The Company has the authority to investigate the Escrow Agreement Dispute and take such steps as the Company, in its sole discretion, deems necessary to resolve the Escrow Agreement Dispute and reach a Decision, including:
  • reviewing Dispute Evidence and Counterparty Dispute Evidence.
  • contact you and request for more information from you.
you shall fully cooperate with the Company.
any Decision is final and binding on you and that you expressly waive any rights to challenge the Decision, whether in a court of competent jurisdiction or otherwise.
you waive your right to bring any claim or subsequent claims against the Company (whether in a court of competent jurisdiction or otherwise) in making such Decision.
any costs incurred by the Company arising from the Decision shall be paid out of the Escrow Amount prior to the payment to you or your Counterparty.

Where you are a party to an External Arbitration, you expressly acknowledge and agree:

that the decision of the External Arbitration shall be final and binding on you; and

to waive your right to bring any claim or subsequent claims against the Company in carrying out the result of the Enforceable Award issued in the External Arbitration.

You warrant that the information provided by you to the Company:
  • are complete, true and accurate in all respects at all times;
  • where applicable, is provided within reasonable time;
  • is not false, misleading or deceptive in any respect at all times; and
  • does not omit anything that affects or is likely to affect the meaning or significance of such documents or information in any respect at all times.

COMMON TERMS AND CONDITIONS

The below-mentioned provisions shall apply commonly to both the General Terms and Conditions, and the Escrow Terms.

NOTICES

You acknowledge and agree that any communication and/or document to be sent to you may be by way of electronic communication and you shall be considered to have received any such communication and/or document:

at the time of posting of such communication on our Website and/or the Platform or such other time as may be prescribed in such communication;

at the time of which the email containing such communication and/or document is sent to you or such other time as may be prescribed in the email;

at the time of posting (whether through ordinary post or otherwise) such communication and/or document to you or such other time as may be prescribed in such communication and/or document;

through such other means at such times as the Company may prescribe from time to time.

For any other information or support, please contact us:

by email: care@trustin.ae; or

by post to the following address: Trustin Limited, Office 512, Level 11, Al Sarab Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United Arab Emirates.

In the event on any change to the Terms and/ or the Escrow Terms, the Company shall inform the Registered User(s) and provide a copy of the revised Terms and/or Escrow Terms to the registered email of the Registered User(s) within 2 months of such revision.

ASSIGNMENT

The Company may, at any time, assign, mortgage, charge or otherwise transfer any or all of our rights and obligations under the Terms and Escrow Terms without restriction.

You may not assign, mortgage, charge or otherwise transfer any of your rights and obligations under the Terms (including the Account granted to you under these Terms) and Escrow Terms without the prior written consent of the Company and any attempted assignment mortgage, charge or otherwise transfer in violation of the Terms and Escrow Terms shall be null and void.

SEVERABILITY

If any provision of the Terms and Escrow Terms or part thereof is rendered void, invalid, illegal or unenforceable by the Applicable Laws to which it is subject or by a decision of a court of competent jurisdiction (“Affected Provision”), the Affected Provision shall be rendered void, invalid, illegal or unenforceable only to that extent and it shall in no way affect or prejudice the enforceability of the remainder of the Affected Provision or the other provisions of the Terms and Escrow Terms.

WAIVER

No failure or delay to exercise or enforce any right conferred upon the Company under the Terms and Escrow Terms shall be deemed to be a waiver of any such rights or operate so as to bar the exercise or enforcement thereof at any subsequent time or times.

Any waiver of any right arising from a breach or non-performance of the Terms and Escrow Terms or arising upon default under the Terms and Escrow Terms granted to you shall be null and void unless made in writing and signed by the Company.

TRANSLATION

If the Terms and Escrow Terms are translated into a language other than the English language and there is any conflict or inconsistency between such translation and the English text, the English text shall prevail.

RIGHTS OF THIRD PARTIES

Save for an Affiliate of the Company, no person or entity who is not a party to the Terms and Escrow Terms shall have any right under the Applicable Laws to enforce the Terms and Escrow Terms or any part thereof, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description.

For the avoidance of doubt, any amendments to the Terms and Escrow Terms in accordance with the provisions herein shall not require any consent from any person or entity (including any Affiliates) who is not a party to the Terms and Escrow Terms.

Nothing in paragraph ‎above shall affect the rights of any permitted assignee or transferee under the Terms and Escrow Terms.

GOVERNING LAW AND JURISDICTION

The Terms and Escrow Terms shall be governed by and construed in accordance with the laws of the Abu Dhabi Global Market.

In the event of any claim, dispute or difference (“Dispute”) that may arise out of or in connection with the Terms and Escrow Terms (including any question relating to the existence, validity of the termination of the Terms and Escrow Terms), the Platform and/or the Services, you agree to enter into negotiations with the Company in good faith to resolve such Dispute within 30 days (“Good Faith Negotiations”). The Good Faith Negotiations shall be conducted wholly in the English language.

Where a Dispute is not resolved within 30 days of the commencement of Good Faith Negotiations, the Dispute shall be referred to and resolved through mediation within 45 days in accordance with the International Chamber of Commerce Mediation Rules, 2015 (as amended) (“ICC Mediation Rules”), the ICC Mediation Rules shall be deemed to be incorporated by reference in this paragraph. The mediation shall be conducted wholly in the English language.

Where a Dispute is not resolved within 45 days of the commencement of mediation proceedings, the Dispute shall be referred to and resolved finally by arbitration administered in accordance with the International Chamber of Commerce Arbitration Rules, 2021 (as amended) (“ICC Arbitration Rules”), the ICC Arbitration Rules shall be deemed to be incorporated by reference in this paragraph. The seat of arbitration shall be the Abu Dhabi Global Market Arbitration Centre (“ADGMAC”). The arbitration shall be conducted by a single arbitrator and wholly in the English language.

Any decision and/or award made by an arbitrator in accordance with these Terms and Escrow Terms shall be final and binding on the parties to such arbitration and the parties to such arbitration expressly waive their rights to appeal any such decision and/or award.

REVISION OF TERMS AND ESCROW TERMS

The Company may, from time to time, amend, restate or supplement the Terms and Escrow Terms (including the Fees) at the sole discretion of the Company, including but not limited to taking into account future developments such as a change in industry trends and/or any changes in legal and/or regulatory requirements applicable to the Company.

Any amendment, restatement, or supplement to the Terms and Escrow Terms shall be available through the Company and on the Website and unless stated otherwise, shall be effective and binding on you upon publication or at such time as may be prescribed by the Company.

You agree that the publication of any amendment, restatement or supplement to the Terms and Escrow Terms through the Website shall be sufficient notice to you and that your continued access and/or use of the Platform and/or the Services after such amendment shall constitute your acceptance of such amendment, restatement or supplement to the Terms and Escrow Terms.

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