Terms & Conditions

ZIMMA SOLUTIONS (PRIVATE) LIMITED

TERMS OF SERVICE

Effective Date: 07 April 2026

Last Updated: 07 April 2026

Version: 1.0

SECP Incorporation No: 0331469 | NTN: I782094

plot no 01-B sector, Street 10, G-14/4 G 14/4 G-14, Islamabad, Pakistan

hello@zimma.com.pk | www.zimma.com.pk

IMPORTANT — PLEASE READ CAREFULLY

These Terms of Service constitute a legally binding agreement between you and Zimma Solutions (Private) Limited. By downloading the Zimma application, registering an account, completing the KYC process, or creating or participating in any escrow transaction, you confirm that you have read, understood, and agreed to be bound by these Terms of Service in their entirety, together with Zimma's Privacy Policy, Dispute Resolution Policy, Refund Policy, and AML/KYC Policy, all of which are incorporated herein by reference.

If you do not agree to these Terms of Service, you must immediately cease using the Zimma platform and application.

1. DEFINITIONS

For the purposes of these Terms of Service, the following terms shall have the meanings set out below. Capitalized terms used but not defined in this section shall carry the meanings assigned to them under the applicable laws of Pakistan.

"Applicable Laws" means all statutes, ordinances, regulations, guidelines, circulars, and orders applicable to Zimma and its users in Pakistan, including but not limited to those specified in Section 2.3 of these Terms.

"AWS Rekognition" means the biometric facial recognition service provided by Amazon Web Services, Inc., used by Zimma during KYC to compare a user's live selfie against their CNIC photograph.

"Buyer" means a registered and KYC-verified user of the Zimma platform who initiates an Escrow Transaction by depositing funds into the Escrow Account for the purpose of purchasing goods or services from a Seller.

"CNIC" means a Computerized National Identity Card issued by the National Database and Registration Authority (NADRA) of Pakistan.

"Dispute" means a formal disagreement raised by a Buyer or Seller through the Zimma platform in relation to an Escrow Transaction, including but not limited to disputes regarding the condition, quality, delivery, or non-delivery of goods or services.

"Escrow Account" means the designated Pakistani Rupees bank account maintained with United Bank Limited (UBL), Account No. 358906012, IBAN: PK17UNIL0109000358906012, into which the Buyer's funds are deposited and held by Zimma pending completion of an Escrow Transaction.

"Escrow Agent" means Zimma in its capacity as a neutral third party holding and releasing funds between Buyers and Sellers in accordance with these Terms.

"Escrow Funds" means the PKR amount deposited by a Buyer into the Escrow Account in connection with a specific Escrow Transaction.

"Escrow Transaction" means a transaction facilitated through the Zimma platform in which a Buyer deposits PKR funds into the Escrow Account, Zimma holds those funds as Escrow Agent, and Zimma releases those funds to the Seller or returns them to the Buyer upon the occurrence of the applicable Release Trigger or Return Trigger as defined in these Terms.

"KYC" means the Know Your Customer identity verification process that all users must complete before creating or participating in any Escrow Transaction.

"PKR" means the Pakistani Rupee, being the sole currency in which Escrow Transactions may be denominated on the Zimma platform.

"Platform" means the Zimma mobile application, website (www.zimma.com.pk), and any associated digital interface through which users access Zimma's services.

"Release Trigger" means the event or confirmation that authorizes Zimma to release Escrow Funds to the Seller, as further described in Section 7.

"Return Trigger" means the event or determination that authorizes or requires Zimma to return Escrow Funds to the Buyer, as further described in Section 7.

"Seller" means a registered and KYC-verified user of the Zimma platform who agrees to deliver goods or services to a Buyer in exchange for funds held in escrow.

"Transaction Terms" means the agreed description of goods or services, the PKR amount, the delivery or performance conditions, and any other agreed parameters of a specific Escrow Transaction, as entered into the Zimma platform at the time of transaction creation.

"User" means any natural person registered on the Zimma platform, whether as a Buyer, a Seller, or both.

"Veevo Tech" means the SMS gateway service provider used by Zimma for One-Time Password (OTP) delivery via SMS using the sender ID "ZIMMA."

"Zimma" means Zimma Solutions (Private) Limited, SECP Incorporation Number 0331469, and its successors and assigns.

2. NATURE OF ZIMMA'S SERVICE

2.1 What Zimma Is

Zimma Solutions (Private) Limited operates Pakistan's first dedicated escrow and buyer protection mobile application. Zimma's service consists of acting as a neutral Escrow Agent between Buyers and Sellers engaged in online transactions, holding funds deposited by Buyers in the Escrow Account, and releasing or returning those funds in accordance with these Terms.

2.2 What Zimma Is Not

Zimma is not a bank. Zimma is not an Electronic Money Institution (EMI) licensed by the State Bank of Pakistan. Zimma does not issue electronic money, accept deposits in the banking sense, extend credit, or provide any service regulated under the Banking Companies Ordinance, 1962. The Escrow Account is a designated account maintained with United Bank Limited (UBL) for the sole purpose of holding Escrow Funds on behalf of Buyers and Sellers, and the existence of this account does not constitute Zimma as a financial institution under any applicable law.

2.3 Applicable Legal Framework

Zimma operates in compliance with the following laws of Pakistan, among others:

Contract Act, 1872 — governing the legal validity of agreements entered into through the Zimma platform;
Payment Systems and Electronic Fund Transfers Act, 2007 ("PS&EFT Act 2007") — Sections 7, 15, 30, and 70, governing disclosure obligations, electronic security standards, and privacy of transaction information;
Electronic Transactions Ordinance, 2002 ("ETO 2002") — Section 5 (validity of electronic contracts) and Section 6 (retention of electronic records), confirming the legal standing of agreements and records created through the Zimma platform;
Prevention of Electronic Crimes Act, 2016 ("PECA 2016") — Sections 3, 4, 14, 20, and 21, governing unauthorized access, data privacy, and electronic fraud;
Consumer Protection Act, 2019 — Section 10 (prohibition of misleading conduct) and Section 11 (right to information), applied in connection with Zimma's obligations to its users;
Anti-Money Laundering Act, 2010 ("AML Act") — Section 7 (record-keeping) and other applicable provisions;
SECP AML/CFT Regulations, 2018 — governing Zimma's Customer Due Diligence and AML/CFT obligations as a SECP-registered entity engaged in financial intermediation;
NADRA Ordinance, 2000 — governing the use of CNIC-based identity verification;
Companies Act, 2017 — Section 452 (books of account), governing Zimma's financial record-keeping obligations.

3. ELIGIBILITY

3.1 Age Requirement

You must be at least eighteen (18) years of age to register on the Zimma platform. By registering, you represent and warrant that you are at least eighteen (18) years of age and possess full legal capacity under the laws of Pakistan to enter into a binding agreement.

3.2 CNIC Requirement

You must hold a valid Computerized National Identity Card (CNIC) issued by NADRA. Registration and KYC verification are not possible without a valid CNIC. Zimma does not accept NICOP, passport, or any other identity document in lieu of a CNIC for KYC purposes.

3.3 Pakistan Only — PKR Only

The Zimma platform is intended for use by residents of Pakistan. All Escrow Transactions are denominated in PKR only. Zimma does not support cross-border transactions or transactions in any currency other than Pakistani Rupees.

3.4 One Account Per Person

Each individual may hold only one registered account on the Zimma platform. The creation of multiple accounts by the same individual is prohibited and may result in the immediate suspension of all associated accounts and the freezing of any Escrow Funds pending investigation.

3.5 Grounds for Refusal

Zimma may refuse registration or close an existing account, at its sole discretion, where:

The applicant is under eighteen (18) years of age;
The applicant has previously had a Zimma account closed for breach of these Terms;
The applicant's CNIC cannot be verified by AWS Rekognition biometric matching;
Registration appears to involve fraudulent, fictitious, or duplicate identity;
Registration would violate any Applicable Law.

4. ACCOUNT REGISTRATION

4.1 Registration Process

To access Zimma's escrow services, you must download the Zimma application, create an account by providing your full legal name, mobile phone number, and email address, and complete the KYC process described in Section 5.

4.2 Accuracy of Information

All information you provide during registration and at any time thereafter must be accurate, truthful, and complete. You agree to promptly update your account information if any of the registered details change. Zimma may suspend or close your account if it discovers that you have provided false, inaccurate, or misleading information.

4.3 Mobile Number as Primary Identifier

Your registered mobile phone number is your primary identifier on the Zimma platform. It is used to deliver OTPs via SMS through Veevo Tech (sender ID: ZIMMA) for account access and transaction authorization. You are responsible for maintaining access to your registered mobile number. If you change your mobile number, you must update your account immediately by contacting hello@zimma.com.pk.

4.4 Electronic Contract

By completing the registration process and accepting these Terms, you enter into a legally binding electronic agreement with Zimma in accordance with Section 5 of the Electronic Transactions Ordinance, 2002. You acknowledge that electronic acceptance of these Terms carries the same legal effect as a handwritten signature.

5. KYC VERIFICATION — MANDATORY REQUIREMENT

5.1 KYC Is Mandatory

No user may create an Escrow Transaction, participate in an Escrow Transaction as a Buyer or Seller, or access any financial feature of the Zimma platform without first completing the KYC process to Zimma's satisfaction. Account registration without KYC completion grants access to the platform only in a limited, non-transactional capacity.

5.2 KYC Process

KYC verification on the Zimma platform consists of the following steps:

Submission of your 13-digit CNIC number;
Upload of a clear digital image of the front of your CNIC;
Upload of a clear digital image of the back of your CNIC;
Capture of a live selfie through your device camera;
Automated biometric facial comparison by AWS Rekognition between your live selfie and the photograph on your CNIC;
Verification of an OTP delivered to your registered mobile number via Veevo Tech (sender ID: ZIMMA).

5.3 Biometric Consent

By proceeding through the KYC process, you explicitly consent to Zimma collecting your biometric facial data and submitting it to AWS Rekognition for the purpose of identity verification. This consent is specific to the purpose of KYC and does not authorize Zimma to use your biometric data for any other purpose. Please refer to Zimma's Privacy Policy for full details on biometric data processing.

5.4 Ongoing KYC Obligations

Zimma may request additional information or documentation from you at any time in order to maintain compliance with its AML/CFT obligations under the SECP AML/CFT Regulations 2018 and the AML Act 2010. This may include, without limitation, requests for source-of-funds documentation, updated CNIC information, or additional identity verification. Failure to comply with such requests within a reasonable time may result in the suspension of your account or the freezing of any Escrow Funds.

5.5 NADRA Verification

Zimma may, through permissible channels, verify your CNIC information against NADRA's records to confirm the authenticity of the identity document presented. By registering on the Zimma platform, you authorize Zimma to conduct this verification under the NADRA Ordinance, 2000.

6. ACCOUNT SECURITY

6.1 User Responsibility

You are solely responsible for maintaining the confidentiality of your account login credentials, including your password, PIN, and the registered mobile number used for OTP receipt. You must not share your login credentials or OTP with any third party under any circumstances.

6.2 OTP Security

OTPs delivered by Zimma via SMS (sender ID: ZIMMA) through Veevo Tech are single-use and time-limited. Zimma will never ask you to share an OTP over the telephone, by email, or through any channel other than direct entry on the Zimma platform. If you receive a communication purporting to be from Zimma that asks you to share your OTP, you must not comply and must immediately report this to hello@zimma.com.pk.

6.3 Unauthorized Access

You must notify Zimma immediately at hello@zimma.com.pk if you suspect that your account has been accessed without authorization, your registered mobile number has been compromised, or your CNIC details have been misused. Zimma will take reasonable steps to secure your account upon receiving such notification.

6.4 Liability for Unauthorized Activity

Zimma shall not be liable for any loss arising from unauthorized access to or use of your account where such unauthorized access results from:

Your failure to keep your credentials secure;
Your sharing of your OTP or password with a third party;
Your use of the platform on an unsecured or compromised device.

6.5 Device Security

You are responsible for ensuring that the device on which you use the Zimma application is secured with appropriate access controls and is not shared with unauthorized persons. Zimma collects device-level information for security and fraud prevention purposes as described in the Privacy Policy.

7. THE ESCROW SERVICE — HOW IT WORKS

7.1 Overview

Zimma's escrow service operates as follows: a Buyer agrees to purchase goods or services from a Seller; the Buyer deposits the agreed PKR amount into Zimma's Escrow Account; Zimma holds those funds as a neutral Escrow Agent; and Zimma releases the funds to the Seller (or returns them to the Buyer) upon the occurrence of the applicable Release Trigger or Return Trigger, as set out in this Section.

7.2 Creating an Escrow Transaction

An Escrow Transaction is created by a KYC-verified Buyer through the Zimma platform. The Buyer must specify the following Transaction Terms at the time of creation:

The full name and Zimma-registered mobile number of the Seller;
A clear and accurate description of the goods or services being purchased;
The PKR amount to be held in escrow;
The delivery or performance conditions that must be satisfied for funds to be released to the Seller;
Any agreed timelines for delivery or performance.

The Buyer acknowledges that the accuracy and completeness of the Transaction Terms are the Buyer's sole responsibility. Zimma does not verify, validate, or guarantee the accuracy of the Transaction Terms entered by the Buyer.

7.3 Seller's Acceptance

Upon creation of an Escrow Transaction, the Seller will receive a notification through the Zimma platform. The Seller must review and accept the Transaction Terms before the Buyer is prompted to deposit the Escrow Funds. By accepting the Transaction Terms, the Seller agrees to deliver the goods or services described therein in accordance with the agreed conditions and timelines.

7.4 Deposit of Escrow Funds

Following the Seller's acceptance of the Transaction Terms, the Buyer must deposit the agreed PKR amount into the Escrow Account via the payment method supported by the Zimma platform. Escrow Funds are considered deposited only upon Zimma's confirmation of receipt in the Escrow Account. Until Zimma confirms receipt, the Escrow Transaction shall be in "Pending" status and the Seller is under no obligation to perform.

7.5 Holding of Escrow Funds

Once deposited, the Escrow Funds are held by Zimma in the Escrow Account in trust for the parties to the Escrow Transaction, pending the occurrence of a Release Trigger or Return Trigger. The Escrow Funds do not form part of Zimma's own assets. Zimma does not earn interest on Escrow Funds and does not invest Escrow Funds. Escrow Funds are not commingled with Zimma's operating funds.

7.6 Release Trigger — Funds Released to Seller

Zimma will release the Escrow Funds to the Seller upon the occurrence of any of the following Release Triggers:

Both the Buyer and the Seller confirm through the Zimma platform that the transaction has been completed to the Buyer's satisfaction ("Mutual Confirmation");
The Buyer confirms satisfaction through the Zimma platform without a concurrent objection from the Seller;
A Dispute raised by the Buyer is resolved by Zimma's dispute resolution process in favor of the Seller, in accordance with Zimma's Dispute Resolution Policy;
The Buyer fails to raise a Dispute within the Dispute Window specified in Section 13.2, and the transaction is automatically closed in the Seller's favor.

7.7 Return Trigger — Funds Returned to Buyer

Zimma will return the Escrow Funds to the Buyer upon the occurrence of any of the following Return Triggers:

Both the Buyer and the Seller agree through the Zimma platform to cancel the Escrow Transaction and return the funds to the Buyer;
A Dispute raised by the Buyer is resolved by Zimma's dispute resolution process in favor of the Buyer, in accordance with Zimma's Dispute Resolution Policy;
The Seller fails to accept the Transaction Terms within the acceptance window specified on the Zimma platform, causing the transaction to lapse;
Zimma determines, in its reasonable judgment, that the Escrow Transaction involves a Prohibited Transaction under Section 11, in which case funds will be returned to the Buyer after completion of any required AML/CFT checks.

7.8 Escrow Fee Deduction

Prior to release or return of Escrow Funds, Zimma will deduct its applicable escrow service fee as set out in Section 10 of these Terms.

7.9 Transaction Status Labels

Each Escrow Transaction will be assigned one of the following status labels on the Zimma platform:

Pending — awaiting Buyer's deposit of Escrow Funds;
Active — Escrow Funds received and held; Seller performing;
Confirmation Requested — Buyer's confirmation of satisfaction awaited;
Disputed — a Dispute has been raised and is under review;
Completed — Escrow Funds released to Seller;
Refunded — Escrow Funds returned to Buyer;
Cancelled — transaction cancelled by mutual agreement prior to deposit.

7.10 Transaction Records

Zimma will maintain a complete electronic record of each Escrow Transaction, including the Transaction Terms, all status changes, all communications submitted through the platform in relation to the transaction, and all fund movement records. These records are maintained in accordance with Section 7 of the PS&EFT Act 2007 and Section 6 of the ETO 2002, and constitute prima facie evidence of the transaction under Section 34 of the PS&EFT Act 2007.

8. BUYER OBLIGATIONS

By creating or participating in an Escrow Transaction as a Buyer, you agree to the following:

You will only deposit Escrow Funds for genuine, lawful transactions for the purchase of goods or services. You will not use the escrow service to simulate transactions, conduct test payments, or engage in any form of fraudulent or deceptive conduct.
You will ensure that the Transaction Terms you enter are accurate, complete, and agreed upon by the Seller before depositing Escrow Funds.
You will deposit the full agreed PKR amount as specified in the Transaction Terms. You will not make partial deposits unless explicitly agreed with the Seller and supported by the platform.
You will promptly review the goods or services delivered by the Seller and confirm satisfaction or raise a Dispute through the Zimma platform within the Dispute Window specified in Section 13.2. You will not delay confirmation of satisfaction unreasonably or in bad faith.
You will not attempt to raise a Dispute that is frivolous, vexatious, or made in bad faith. Abuse of the Dispute mechanism may result in the suspension of your account.
You acknowledge that once the Release Trigger has occurred and Zimma has released Escrow Funds to the Seller, the transaction is final and Zimma cannot reverse or recover the released funds on your behalf, except in cases of demonstrable platform error by Zimma.
You will not attempt to claim a return of Escrow Funds by initiating a chargeback, bank reversal, or any other external mechanism that circumvents Zimma's Dispute Resolution process. Any such attempt will constitute a material breach of these Terms.

9. SELLER OBLIGATIONS

By accepting an Escrow Transaction as a Seller, you agree to the following:

You will review the Transaction Terms carefully before accepting. By accepting, you represent that you are willing and able to deliver the goods or services described in the Transaction Terms in accordance with the agreed conditions and timelines.
You will deliver the agreed goods or services in good faith, in the condition described in the Transaction Terms, and within the agreed timeline.
You will not misrepresent the goods or services you intend to deliver, whether through the Transaction Terms or through any other communication channel.
You acknowledge that Escrow Funds will not be released to you until the applicable Release Trigger occurs. You will not demand or pressure the Buyer to confirm satisfaction prematurely.
You will cooperate fully and promptly with Zimma's dispute resolution process if a Dispute is raised, including providing all requested evidence and documentation within the deadlines specified by Zimma.
You acknowledge that in the event of a Dispute resolved in the Buyer's favor, the Escrow Funds will be returned to the Buyer and you will have no claim against Zimma in respect of those funds.
You will provide accurate bank account or payment details for the receipt of released Escrow Funds. Zimma shall not be liable for any delay or failure in fund release caused by inaccurate or incomplete payment details provided by you.

10. ESCROW FEES AND CHARGES

10.1 Fee Structure

Zimma charges an escrow service fee for each completed Escrow Transaction. The applicable fee rate is published in the Schedule of Charges on the Zimma platform, which forms part of these Terms and may be updated from time to time in accordance with Section 23.

10.2 Fee Deduction

Zimma's escrow service fee is deducted from the Escrow Funds at the time of release or return. The fee deducted shall be as specified in the Schedule of Charges applicable at the time the Escrow Transaction was created.

10.3 Non-Refundability of Fees

Unless a refund is expressly required under Zimma's Refund Policy, or where an error by Zimma has resulted in overcharging, Zimma's escrow service fee is non-refundable once the transaction has been processed.

10.4 Taxes

Users are solely responsible for any taxes, duties, withholding taxes, or levies applicable to their transactions or to amounts received from or through the Zimma platform. Zimma does not provide tax advice and is not responsible for calculating, withholding, or remitting any taxes on behalf of users.

10.5 Changes to Fees

Zimma reserves the right to amend its fee structure at any time. Any amendment to the Schedule of Charges will be notified to users via the Zimma platform and by SMS to their registered mobile number at least twenty-one (21) days before the amended fee takes effect, consistent with the notification requirements under Section 31(1) of the PS&EFT Act 2007.

11. PROHIBITED TRANSACTIONS AND USES

11.1 Prohibited Transaction Categories

The following categories of transactions are strictly prohibited on the Zimma platform. Users may not use the escrow service in connection with:

Any goods or services whose sale, purchase, or transfer is illegal under the laws of Pakistan, including narcotics, controlled substances, and their paraphernalia;
Weapons, firearms, ammunition, explosives, or any article regulated under the Arms Act, 1878, or any other applicable weapons legislation;
Pornographic, obscene, or adult content of any nature;
Counterfeit goods, pirated software, or any goods infringing intellectual property rights;
Gambling services, unlicensed lottery operations, or any activity prohibited under Pakistani gambling laws;
Services of an unlicensed financial nature, including unlicensed money lending, unlicensed foreign exchange dealing, or unlicensed investment schemes;
Pyramid schemes, Ponzi schemes, multi-level marketing programmes, or any scheme designed to defraud participants;
Human trafficking, forced labor, or any form of exploitation of persons;
Goods or services that facilitate or constitute money laundering, terrorism financing, or any offence under the AML Act 2010 or the Anti-Terrorism Act, 1997;
The circumvention of sanctions imposed by the Government of Pakistan or international sanctions applicable in Pakistan;
Any sham transaction whose underlying purpose is to deceive either party or Zimma, including transactions designed to simulate legitimate commerce for illicit purposes.

11.2 Prohibited Platform Uses

In addition to the prohibited transaction categories above, you must not use the Zimma platform to:

Impersonate any person or entity, or misrepresent your identity or affiliation;
Create multiple accounts or register under a false identity;
Interfere with, disrupt, or compromise the security of the Zimma platform, including through the use of malware, automated bots, or any unauthorized means of access contrary to Sections 3, 4, and 6 of PECA 2016;
Harvest, scrape, or collect personal data of other users from the Zimma platform;
Use the Zimma platform to transmit spam, unsolicited communications, or fraudulent messages;
Attempt to reverse-engineer, decompile, or otherwise extract the source code of the Zimma application;
Use the platform in a manner that violates any Applicable Law.

11.3 Consequences of Prohibited Use

Where Zimma determines, in its reasonable judgment, that a transaction or use falls within the prohibited categories in this Section, Zimma reserves the right to:

Immediately freeze the relevant Escrow Transaction and associated funds;
Return the Escrow Funds to the Buyer after completion of any required AML/CFT checks, with Zimma's fee deducted;
Suspend or permanently close one or both of the associated user accounts;
File a Suspicious Transaction Report (STR) with the Financial Monitoring Unit (FMU) as required by the AML Act 2010;
Report the matter to law enforcement authorities.

12. ZIMMA'S ROLE AS NEUTRAL ESCROW AGENT

12.1 Zimma Is a Neutral Intermediary

Zimma acts solely as a neutral Escrow Agent. Zimma is not a party to the underlying commercial agreement between the Buyer and Seller. Zimma does not verify, inspect, or guarantee the quality, authenticity, legality, or fitness for purpose of any goods or services that are the subject of an Escrow Transaction.

12.2 No Endorsement

The fact that a transaction is facilitated through the Zimma platform does not constitute Zimma's endorsement, approval, or verification of the goods, services, Buyer, or Seller involved. Users transact with each other at their own commercial risk in relation to the underlying transaction.

12.3 No Advice

Zimma does not provide legal, financial, tax, investment, or commercial advice to users. Nothing in these Terms, the Zimma platform, or any communication from Zimma constitutes such advice.

12.4 Zimma's Obligations as Escrow Agent

Zimma's obligations are limited to:

Receiving and holding Escrow Funds in the Escrow Account in trust for the parties;
Releasing or returning Escrow Funds upon the occurrence of the applicable Release Trigger or Return Trigger;
Facilitating the Dispute Resolution process in accordance with Zimma's Dispute Resolution Policy;
Maintaining records of Escrow Transactions in accordance with Applicable Laws.

13. DISPUTE RESOLUTION

13.1 Dispute Resolution Policy

Zimma maintains a separate Dispute Resolution Policy that sets out the full procedure for raising, managing, and resolving Disputes between Buyers and Sellers. The Dispute Resolution Policy is incorporated into these Terms by reference and is available on the Zimma platform.

13.2 Dispute Window

A Buyer may raise a Dispute through the Zimma platform within seven (7) calendar days of the Seller's confirmation of delivery or performance ("Dispute Window"). If the Buyer does not raise a Dispute within the Dispute Window and does not confirm satisfaction, Zimma will notify both parties. If no action is taken by the Buyer within a further forty-eight (48) hours of such notification, the transaction will be automatically closed in the Seller's favor and the Escrow Funds will be released to the Seller, less Zimma's fee.

13.3 Raising a Dispute

To raise a Dispute, the Buyer must submit a Dispute notification through the Zimma platform, clearly describing the basis for the Dispute and attaching any supporting evidence. Upon receipt of a Dispute notification, Zimma will immediately place the Escrow Funds on hold and notify the Seller.

13.4 Zimma's Role in Disputes

Zimma's role in the dispute resolution process is limited to that of a facilitating intermediary. Zimma will:

Invite both parties to submit their evidence and representations;
Review the submissions made by both parties in good faith;
Render a decision as to whether the Release Trigger or Return Trigger has been satisfied, based on the available evidence.

Zimma's decision is administrative in nature and is not a judicial or arbitral determination. Either party who is dissatisfied with Zimma's decision may pursue the matter through the courts of competent jurisdiction in Islamabad, Pakistan.

13.5 Escalation

Where Zimma is unable to determine the outcome of a Dispute based on the available evidence, or where the Dispute involves a claim of criminal conduct, Zimma reserves the right to freeze the Escrow Funds and refer the matter to the relevant law enforcement or regulatory authority.

14. REFUND AND RETURN OF FUNDS

14.1 Refund Policy

Zimma maintains a separate Refund Policy that governs the circumstances under which Escrow Funds will be returned to the Buyer. The Refund Policy is incorporated into these Terms by reference and is available on the Zimma platform.

14.2 General Principles

The return of Escrow Funds to the Buyer is not automatic. Funds will be returned only upon the occurrence of a Return Trigger as specified in Section 7.7 or as determined under Zimma's Dispute Resolution Policy.

14.3 Timing

Where a Return Trigger has occurred and there is no AML/CFT concern requiring additional verification, Zimma will process the return of Escrow Funds to the Buyer within three (3) to five (5) Business Days, being days on which United Bank Limited and commercial banks in Pakistan are open for business.

14.4 No Return After Release

Once Escrow Funds have been released to the Seller following the occurrence of a Release Trigger, those funds cannot be recovered or returned by Zimma. Any post-release dispute between the Buyer and Seller is a matter between those parties and does not engage Zimma's refund obligations.

15. SUSPENSION, RESTRICTION, AND TERMINATION

15.1 User-Initiated Closure

You may request the closure of your Zimma account at any time by contacting hello@zimma.com.pk. Account closure will not be processed while you have any active Escrow Transactions in "Active" or "Disputed" status. Once all active Escrow Transactions are resolved, your account will be closed and any residual amounts owed to you will be returned.

15.2 Immediate Suspension Without Notice

Zimma may immediately suspend, restrict, or terminate your account and freeze any associated Escrow Funds, without prior notice, in any of the following circumstances:

You have breached any provision of these Terms of Service;
Zimma has reasonable grounds to suspect that your account is being used for money laundering, terrorism financing, fraud, or any other criminal activity;
A competent authority has issued a direction requiring Zimma to freeze, suspend, or close your account;
Your KYC verification has been found to be based on false, forged, or misappropriated identity documentation;
You have violated Sections 3, 4, or 6 of PECA 2016 in relation to the Zimma platform;
You have created multiple accounts in breach of Section 3.4;
Continued operation of your account poses a risk to the security, integrity, or reputation of the Zimma platform or its users.

15.3 Termination With Notice

Zimma may terminate your account for any other reason by giving you thirty (30) days' written notice via the Zimma platform or by email to your registered email address. During this notice period, your account will remain operational for the purpose of completing or resolving any active Escrow Transactions.

15.4 Effect of Termination

Upon termination of your account, whether by you or by Zimma:

All active Escrow Transactions will be resolved in accordance with these Terms and the Dispute Resolution Policy;
Your access to the Zimma platform will be revoked;
Zimma will retain your account data and transaction records for the periods required by Applicable Laws, as set out in the Privacy Policy.

16. ZIMMA'S RIGHT TO FREEZE ESCROW FUNDS

16.1 Grounds for Freezing

Zimma reserves the right to freeze Escrow Funds — preventing their release or return — in the following circumstances:

A Dispute has been raised and is under active review;
Zimma has reasonable grounds to suspect that the Escrow Transaction involves money laundering, terrorism financing, fraud, or any other illegal activity;
A competent authority has directed Zimma to freeze the funds;
The transaction appears to violate Section 11 of these Terms;
Zimma is awaiting additional KYC or source-of-funds documentation from one or both parties.

16.2 Duration

Zimma will keep Escrow Funds frozen only for as long as is reasonably necessary to resolve the circumstance giving rise to the freeze. Zimma will notify both parties of the freeze and, where permitted by Applicable Laws, provide a reason for the freeze.

16.3 AML/CFT Reporting

Where a freeze arises from a suspicion of money laundering or terrorism financing, Zimma is required by the AML Act 2010 and the SECP AML/CFT Regulations 2018 to file a Suspicious Transaction Report (STR) with the Financial Monitoring Unit (FMU). In such circumstances, Zimma may be legally prohibited from informing the affected user of the STR filing ("tipping-off" prohibition).

17. REPRESENTATIONS AND WARRANTIES

Each User represents and warrants to Zimma, on the date of registration and on the date of each Escrow Transaction, that:

They are at least eighteen (18) years of age and possess full legal capacity to enter into binding agreements under the laws of Pakistan;
All information provided to Zimma, including identity information, CNIC data, and Transaction Terms, is true, accurate, and complete;
They are the genuine and lawful holder of the CNIC submitted for KYC verification;
Their use of the Zimma platform and participation in Escrow Transactions complies with all Applicable Laws and does not violate any court order, regulatory direction, or contractual obligation binding on them;
The goods or services that are the subject of any Escrow Transaction they create or participate in are lawful and are not within the prohibited categories set out in Section 11;
They are not acting on behalf of any undisclosed third party;
They are not subject to any sanction, embargo, or restriction that would prohibit their use of Zimma's services.

18. LIMITATION OF LIABILITY

18.1 Nature of Limitations

The limitations of liability set out in this Section reflect the nature of Zimma's role as a neutral Escrow Agent and the allocation of commercial risk between the parties. They are a fundamental part of the basis on which Zimma provides its services.

18.2 No Liability for the Underlying Transaction

Zimma shall not be liable for any loss, damage, cost, or expense arising from:

The quality, condition, safety, legality, or fitness for purpose of any goods or services that are the subject of an Escrow Transaction;
The failure of a Seller to deliver the agreed goods or services;
Any misrepresentation made by a Buyer or Seller in the Transaction Terms or in communications on the platform;
Any dispute between a Buyer and Seller that is not resolved in a manner favorable to a party.

18.3 Force Majeure

Zimma shall not be liable for any failure or delay in performing its obligations under these Terms where such failure or delay arises from any cause beyond Zimma's reasonable control, including acts of God, strikes, floods, natural disasters, government action, war, pandemic, power failure, or disruption to telecommunications or banking infrastructure, consistent with Section 44 of the PS&EFT Act 2007.

18.4 Third-Party Service Failures

Zimma shall not be liable for any loss or damage arising from:

Any failure, error, or disruption in the services provided by AWS Rekognition or Amazon Web Services, Inc.;
Any failure, error, or delay in SMS OTP delivery by Veevo Tech;
Any failure, disruption, or delay in banking services provided by UBL in connection with the Escrow Account;
Any failure of NADRA's identity verification systems.

18.5 No Indirect Losses

To the maximum extent permitted by Applicable Laws, Zimma shall not be liable for any indirect, incidental, special, consequential, or punitive losses, including loss of profit, loss of business, loss of opportunity, loss of data, or loss of goodwill, arising from or in connection with these Terms or the use of the Zimma platform.

18.6 Cap on Direct Liability

To the maximum extent permitted by Applicable Laws, Zimma's total aggregate liability to any User for direct loss arising from Zimma's breach of its obligations under these Terms shall not exceed the total escrow service fees paid by that User to Zimma in the twelve (12) months preceding the event giving rise to the claim.

18.7 Exclusions

Nothing in this Section limits Zimma's liability for:

Death or personal injury caused by Zimma's gross negligence or wilful misconduct;
Fraud or fraudulent misrepresentation by Zimma;
Any liability that cannot be excluded or limited by Applicable Laws.

19. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Zimma Solutions (Private) Limited, its directors, officers, employees, agents, and affiliates from and against any and all claims, demands, actions, proceedings, liabilities, losses, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

Your breach of any provision of these Terms of Service;
Your breach of any Applicable Law in connection with your use of the Zimma platform;
Any false, inaccurate, or misleading information provided by you to Zimma, including false identity documentation;
Any misuse of the Zimma platform, including Prohibited Transactions or Prohibited Uses under Section 11;
Any claim by a third party arising from goods or services that are the subject of an Escrow Transaction created or participated in by you;
Your infringement of any third party's intellectual property rights, privacy rights, or other legal rights through your use of the Zimma platform.

20. INTELLECTUAL PROPERTY

20.1 Zimma's Intellectual Property

All intellectual property rights in the Zimma application, website, platform, branding, trade marks, trade names, logos, software, and content are owned by or licensed to Zimma Solutions (Private) Limited. Nothing in these Terms grants you any ownership of, or license to, Zimma's intellectual property other than the limited right to use the platform for the purposes described in these Terms.

20.2 Permitted Use

You are granted a personal, non-exclusive, non-transferable, revocable license to use the Zimma application on your personal device for the purpose of accessing Zimma's escrow services in accordance with these Terms. This license does not permit you to:

Copy, reproduce, or redistribute any part of the Zimma application or platform;
Modify, adapt, or create derivative works based on the Zimma application;
Reverse-engineer, decompile, or disassemble the Zimma application;
Use the Zimma brand, logo, or trade marks without Zimma's prior written consent.

20.3 User-Submitted Content

Where you submit text, images, or other content through the Zimma platform (for example, as part of a Dispute submission), you grant Zimma a non-exclusive, royalty-free license to use, store, and process that content for the purpose of facilitating the relevant Escrow Transaction or Dispute, and for Zimma's compliance with its legal obligations.

21. DATA PROTECTION AND PRIVACY

Your use of the Zimma platform is governed by Zimma's Privacy Policy, which is incorporated into these Terms by reference and is available on the Zimma platform and at www.zimma.com.pk. By accepting these Terms, you confirm that you have read and understood the Privacy Policy and agree to the collection, processing, storage, and sharing of your personal data as described therein.

The Privacy Policy sets out, among other things:

The categories of personal data Zimma collects, including biometric data processed by AWS Rekognition;
The legal bases on which Zimma processes your data;
Your rights as a data subject under the Personal Data Protection Bill, 2023;
The data retention periods applicable to your escrow transaction records, KYC data, and account information;
How Zimma shares your data with third parties, including UBL, AWS Rekognition, Veevo Tech, and regulatory authorities.

22. COMMUNICATIONS AND NOTIFICATIONS

22.1 Zimma's Channels

Zimma will communicate with registered users through the following channels:

In-app notifications on the Zimma platform;
SMS to the user's registered mobile number via Veevo Tech (sender ID: ZIMMA);
Email to the user's registered email address.

22.2 User's Obligation to Monitor

You are required to monitor your registered mobile number and email address for communications from Zimma. Zimma shall not be liable for any loss arising from your failure to read, receive, or act upon a notification sent to your registered contact details.

22.3 Zimma Will Never Request Sensitive Information

Zimma will never send you an SMS or email requesting your account password, PIN, or OTP. Any communication purporting to be from Zimma that requests this information should be treated as fraudulent and reported to hello@zimma.com.pk immediately. This is consistent with the security requirements under Section 15 of the PS&EFT Act 2007.

22.4 Electronic Notices

All notices, notifications, and communications sent by Zimma to you through the channels described in Section 22.1 shall constitute valid and effective notices for the purposes of these Terms, in accordance with Sections 5 and 6 of the Electronic Transactions Ordinance, 2002.

22.5 Legal Notices to Zimma

Any formal legal notice to Zimma must be sent in writing to:

Zimma Solutions (Private) Limited

House 1123, Street 10, G-14/4, Islamabad Urban, ICT 42600, Pakistan

Email: hello@zimma.com.pk

23. AMENDMENTS TO THESE TERMS

23.1 Right to Amend

Zimma reserves the right to amend these Terms of Service at any time to reflect changes in its services, business model, or Applicable Laws.

23.2 Notification

Zimma will notify you of any material amendment to these Terms via in-app notification and by SMS to your registered mobile number, providing at least twenty-one (21) days' notice before the amendment takes effect, consistent with the requirements of Section 31(1) of the PS&EFT Act 2007.

23.3 Acceptance

Your continued use of the Zimma platform after the effective date of any amendment constitutes your acceptance of the amended Terms. If you do not accept the amended Terms, you must cease using the Zimma platform and request account closure before the amendment takes effect.

23.4 Active Transactions

An amendment to these Terms will not alter the terms applicable to any Escrow Transaction that was created and is in "Active" or "Disputed" status at the time the amendment takes effect. The terms applicable to that transaction will continue to be governed by the version of these Terms in force at the time the transaction was created.

24. GOVERNING LAW AND JURISDICTION

24.1 Governing Law

These Terms of Service, and any non-contractual obligations arising out of or in connection with them, are governed by and shall be construed in accordance with the laws of the Islamic Republic of Pakistan.

24.2 Jurisdiction

The parties submit to the exclusive jurisdiction of the courts of Islamabad, Pakistan for the resolution of any dispute arising out of or in connection with these Terms of Service. Nothing in this clause prevents Zimma from seeking urgent injunctive or other equitable relief from any court of competent jurisdiction where necessary to protect its interests.

24.3 Internal Complaint Resolution

Users are encouraged to raise any complaint or grievance with Zimma in the first instance by contacting hello@zimma.com.pk or through the in-app support function. Zimma will acknowledge all complaints within forty-eight (48) hours and endeavour to resolve them within fourteen (14) calendar days. Users who remain dissatisfied after Zimma's internal resolution process may refer their complaint to the Securities and Exchange Commission of Pakistan (SECP) or pursue the matter through the courts.

25. SEVERABILITY

If any provision of these Terms of Service is found to be invalid, unlawful, or unenforceable under Applicable Laws, that provision shall be deemed severed from these Terms to the minimum extent necessary to make the remaining provisions valid, lawful, and enforceable. The validity and enforceability of the remaining provisions shall not be affected.

26. ENTIRE AGREEMENT

These Terms of Service, together with Zimma's Privacy Policy, Dispute Resolution Policy, Refund Policy, and AML/KYC Policy, constitute the entire agreement between you and Zimma in relation to your use of the Zimma platform and services, and supersede all prior agreements, understandings, representations, and warranties between the parties in relation to the same subject matter.

27. CONTACT US

If you have any questions, concerns, or complaints in relation to these Terms of Service, please contact us:

Zimma Solutions (Private) Limited

House 1123, Street 10, G-14/4

Islamabad Urban, ICT 42600, Pakistan

Email: hello@zimma.com.pk

Website: www.zimma.com.pk

This document is published in English and constitutes the legally binding version of Zimma's Terms of Service. In the event of any conflict between this document and any translated or summarized version, the English version shall prevail.

Governing Law: Islamic Republic of Pakistan | Jurisdiction: Courts of Islamabad, Pakistan