Super App Terms and Conditions

PART I

1. Purpose and Terms of Agreement
  1. Thank you for using the Super App provided by PT Arabia Limited Ltd , Having its address at 7988 Al Takhasasi Branch Road,4168 Al Nakheel Dist, Riyadh, Kingdom of Saudi Arabia (hereinafter, the “Company”) via its social commerce, marketplace platform (“Platform”) which will allow you as our (“Merchant”) to promote and/or transact your products and services (“Product(s)”).
  2. The Platform includes a range of e-commerce transaction solutions, including but not limited to the payment processing through a payment gateway provided by partner payment service provider (“Partner PSP(s)”) by means of ‘plug-in’ and customizable integrations with or via access to its Platform, accommodating alternative payment methods and value-added services.
  3. Supper App is our proprietary application with built-in store creator and varied payment methods features, which will enable you to create and manage your own online store on the Platform (“Super App”).
  4. Super App shall support you with multiple payment options, including but not limited to Invoice Links, Pay Links (for remote payments), QR Codes, Soft POS, other contactless functionalities and Alternate Payment Methods, Automatic Verification as well as Transaction Reconciliation and Reporting Services. Additionally, it will allow you to build your own online store (“Store Builder”) on the Platform and/or to integrate your existing e-commerce websites with the Platform (together the “Merchant Store”), thus facilitating the convenient processing of your end-user/end-customer (“Customers”) transactions from your Merchant Store, and enabling you with a centralized solution for managing all your e-commerce sell/promotion and payment operations (together the “Service(s)”) .
  5. The Company has established the Super App and Supper App Account comprehensive login system and these Super App Account Terms and Conditions thereto (hereinafter, the “Super App T&Cs“) to provide a more diverse and convenient e-commerce marketplace platform and internet and mobile payment features as part of the Services.
  6. These Super App T&Cs prescribe general provisions about the rights, duties and responsibilities, terms of use, and procedures required in use of the Super App, Super App Account and Services. The Company appreciates your taking time to read it carefully.
  7. All access to any part of the Super App and Super App Account and any updates or supplements to them are governed by the Super App T&Cs and our privacy policy (“Privacy Policy”) as noted in PART III.
  8. Please read the Super App T&Cs carefully before using the Super App as they contain important information regarding your legal rights, remedies and obligations.
  9. BY CLICKING ON “I ACCEPT’’ BUTTON AT END OF THE T&Cs YOU CONSENT AND CONFIRM TO AGREE TO THESE T&Cs AND THE PRIVACY POLICY WHICH WILL BIND YOU. IF YOU DO NOT AGREE TO THESE SUPER APP T&Cs, YOU MUST DISCONTINUE USING THE SUPPER APP IMMEDIATELY.
  10. In these Super App T&Cs, the words “we’’, “our’’ and “us’’ refer to the Company and “you” and “your(s)” refer to the Merchant and “Party” refers to either the Company or Merchant individually and “Parties” refers to both the Company and Merchant together.
  11. Platform and Super App is owned by us, and we license to you the Super App as permitted in these Super App T&Cs for limited purposes on non-exclusive, non-transferable, non-sublicensable and revokable basis. The license is granted only to Merchant, and not to any affiliated companies or entities. The Company’s acceptance of Merchant as user of the Services and the relevant payment methods is strictly personal and limited to the use by Merchant for enabling payment and provision of Services for Merchant’s Product(s).
  12. The Super App T&Cs only apply to the use of the Supper App and your Super App Account. The ways in which you can use the Super App and your Super App Account may also be controlled by the Company’ s rules and policies and/or of any of its Partner PSP(s) and other service partners, as required.
  13. You must be 18 years or over to accept these Super App T&Cs and use the Super App.
  14. You may not sell, lease, license, sublicense, assign, or otherwise transfer the Super App Account created specifically for you to someone else, whether for money, for anything else or for free. If you sell any device on which the Super App and your Super App Account are installed and active, you must remove it.
  15. You shall not copy, modify, adapt, enhance, customize, edit, display, distribute, transmit, broadcast, publish, make available, and communicate regarding Platform and Super App and/or intellectual property in any manner other than as specifically allowed by this Super App T&Cs.
  16. You shall not reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code from the Platform.
  17. You shall not use or do or attempt to do anything in relation to the Platform and Super App not expressly allowed by this Super App T&Cs.
  18. You shall not provide processing services, commercial timesharing, rental, sharing arrangements, or permit access of the Platform and Super App to third parties.
  19. We reserve the right to suspend your use of the Super App or specific Services related to it at any time, for any reason, including, but not limited to, your breach of these Super App T&Cs or the Privacy Policy or the Merchant Agreement, without notice or any liability to us.
  20. The Super App T&Cs described herein constitute a legal agreement binding between you as the sole proprietor/freelancer or e-commerce business entity, as the case may be, who is registered as the Merchant on the Super App registration page, and the Company, in connection with your use of the Super App and associated Services.
2. Effect and Modification of Super App T&Cs
  1. This Super App T&Cs shall be posted on the relevant pages of the Company’s website or the Platform and shall enter into force between the Parties that have consented hereto.
  2. The Company, if deemed necessary, can revise and modify this Super App T&Cs within the scope not contravening the relevant laws and regulations at any time by updating this page. If in Company’s sole discretion, the foregoing modification unavoidably operates to your disadvantage, the Company shall individually transmit the notice thereon, at least ten (10) days prior to the effective date, to your email address via email or to your mobile phone number or text messages.
  3. Unless you explicitly refuse to accept the aforementioned modification within a set period, from the date of announcement or notification hereby to three (3) days after the effective date, the Company shall presume your consent thereto.
  4. If you do not accept the notified changes/modifications you may continue to use the Super App and in accordance with the existing terms, but certain new features may not be available to you or Parties may agree to terminate the Super App/Platform access and delete the Super App Account and Merchant Store (as applicable).
3. Your Privacy and Confidentiality
  1. Under data protection legislation, we are required to provide you with certain information regarding who we are, and how we process your personal data and for what purposes and your rights in relation to your personal data and how to exercise them. This information is provided in the Privacy Policy and it is important that you read this information.
  2. You consent to your confidential information and any personal data use, transfer and storage in relation to the Super App account. You consent to use, sharing and transferring of your confidential information and personal data to our appropriate Partner PSP(s), our affiliates/group entities, government department and regulatory agencies and competent courts, as necessary, for handling your request and provision of Services and any issues/disputes thereto.
  3. It is important that you keep your Super App account username and password in a secure location and completely confidential. We are not liable for any loss or damage that results from your failure to keep your password or username secure, and you can change them at any time.
  4. You acknowledge that any information provided through the Super App, and any programs or applications in the Super App and Platform, serve as general information only, and such information is not to be viewed or relied upon as professional consultation or advice related to any Service. We do not warrant or make any representations regarding the correctness, accuracy, reliability, or otherwise of the information in the Super App or Platform or related to Services.
  5. You are advised to do your own verifications regarding the accuracy and reliability of the information contained in the Super App or Platform. Any reliance on any information in the Super App and Platform is done entirely at your own risk.
  6. We disclaim all liability, claims, costs, expenses with respect to any reliance by you on the information contained in Super App, Platform or any associated Services.
  7. Subject to the functionalities of your account, we may enable you to access, amend and/or use data or information relating to you and your Super App Account.
  8. You acknowledge and consent to retention and storage of your confidential information, Service related and payment transaction related information and your personal data by us and/or any of our affiliate/group entity, as per our retention policy and applicable data protection regulation and other regulatory requirements.
4. Access to the Super App and Merchant Onboarding Requirements
  1. Anyone may download and use the Super App via the App Store or Google Play or access it via Company’s website or Platform. However, you will be required to register for an account with us before you are entitled to use the functionalities of the Super App and the associated Services.
  2. The accessibility and operation of the Super App may rely on systems, databases and technologies not within our control. We do not guarantee continuous accessibility or uninterrupted operation of the Super App or Platform. We will not be liable to you if, for any reason access to the Super App or Platform is delayed or unavailable for any period.
  3. We may at any time change, suspend, or discontinue the Super App or Platform, any of its content, and/or access to part of it, at any time, without notice and for any reason.
  4. If you download or stream the Super App and your Super App Account onto any phone or device that is not owned by you, you must have the owner’s permission to do so. You will be responsible for complying with these Super App T&Cs, whether or not you own the phone or the device.
  5. Upon downloading/accessing the Super App, you will be required to register and create your own Super App Account. Post which if you wish you may use Super App Services to either create your own Merchant Store and/or use the Platform and integrate it with link to your website and avail varied payment processing related Services.
  6. Super App Account can be created under the following categories:

Freelancer or Sole Proprietor
Corporate and Business Entity

1. 1. Depending on the nature of Super App Account you create, we may request you to provide the necessary know your customer (‘KYC’) documents, for example (including but not limited):

For Freelance/Sole Proprietor Super App Account – we would require your freelance license and individual identification documents; and

For Corporate Business Entity Super App Account – we would require a trade license/corporate registration of your entity and signatory personal identification documents etc.

1. 1. Upon verification of the documents/information provided by you for registration, we will require you to sign our standard marketplace merchant terms and conditions (“MarketPlace T&Cs”) as noted in Part II.
  2. You shall carefully review and agree to the MarketPlace T&Cs and select an appropriate pricing plan based on your account category and Service(s) selection.
  3. At all times during your usage of Super App and Super App Account, you shall be strictly bound by all the terms and obligations including but not limited to obligations related to chargeback, refund, penalties, financial guarantees/security deposit or the rolling financial reserve requirements etc; as per the MarketPlace T&Cs, along with the Super App T&Cs, selected Pricing Plan and the Privacy Policy.
2. Changes and improvements to the App
  1. From time to time, we may automatically update the Platform and Super App and make changes or improvements to it in order to improve performance, enhance functionality, reflect changes to the operating system or address security and regulatory issues (without any notice to you). Alternatively, we may ask you to update the Super App for these reasons. The Merchant shall be obligated to install such changes (including any updates and/or new releases) immediately to guarantee proper use of Platform and Super App. If you choose not to install such updates, or if you opt out of automatic updates, you may not be able to continue using the Platform, Super App, or access your Super App Account or any associated Services.
3. Fee(s)
  1. Post registration as our Merchant on the Super App you can avail the selected Service(s) and you shall be charged fee as per the pricing plan selected by you for using the Super App. However, we reserve the right to revise the fees for the use of Super App and associated Services in the Super App from time to time.
  2. We are not responsible for any fees charged by any third-party website or any application that is not owned or operated by us, or part of the Super App, and we shall not be liable towards you for any fees incurred as a result of using or accessing or making purchases from any such third-party website or application.
4. Parties Services and Responsibilities
  1. Post registration on Super App, you will have access to a platform where you may avail all or any of your selected services/features from the following Services through the Super App:

Store Builder – to build your own online Merchant Store;
Payment Options – to transact and receive funds/payment for Product(s) sold using your Super App Account and Merchant Store:
- Invoice Links;
- Pay Links;
- QR Codes;
- Soft POS;
- Alternate Payment Options;
- Other contactless functionalities.

Transaction reconciliation and reporting services – for reconciliation and report creation of all purchase transactions made and payments received from Customers via your Super App Account.
Automatic Verification – to authenticate end users’/Customer’s identification documents or related credentials.

1. 1. To avail all or any of the above noted Service(s), you may be required to upload certain additional information as may be applicable, in each case.
  2. We hold no guarantee or liability to your Customer(s) for Product(s) orders placed by them on your Super App Account/Merchant Store or that these Product(s) will be available or received and processed. If any Product(s) are not available, Customer shall be contacted and duly informed/notified by you. We will not be liable for any monetary loss, expense, claim with respect to the unavailability of any Product(s) ordered by the Customer through your Super App Account/Merchant Store or any missed or defective Product(s) orders or deficient services.
  3. You shall be solely liable to verify and inform to the Customer that any Product(s) ordered by them through your Super App Account/Merchant Store is available or not; or has been or will be processed or not.
  4. You shall be solely responsible to ensure that you have sufficient Product(s) supplies and services provisions for orders placed by Customers via your Super App Account/Merchant Store, considering the processing, dispatch and other logistics timelines and payment processing timelines.
  5. You shall protect and guarantee the quality, quantity, merchantability and safety of Product(s) sold through your Super App Account/Merchant Store and for handling all Customer complaints and litigations related thereto.
  6. You shall inform the Customer whether or not the purchase of any Product(s) and fee payment therein is refundable or non-refundable and exchangeable or non-exchangeable. We shall not be liable for any such refund/exchange.
  7. The Company will only facilitate your access and integration to the Platform and Super App and shall act merely as an intermediary/facilitator by creating a link between you, your Super App Account/Merchant Store and Partner PSP(s) to enable the Customers to make payment of Total Sale Price to you for the purchases made through your Super App Account/Merchant Store.
  8. The Company shall from time to time enter into agreements/arrangements with Partner PSP(s) and shall keep you posted/connected, at its own discretion, as required to facilitate uninterrupted Services.
  9. Super App shall act merely as a facilitator and technical integrator facilitating and permitting you with your Product(s)/inventory list and management on your Super App Account/Merchant Store and for collecting/sharing and transferring the related purchase transaction for all Product(s) purchases made by Customers on your Super App Account/Merchant Store to the Partner PSP(s) for payment processing activities.
  10. You shall be solely responsible for display and listing of Product(s) and any Product(s)’ related information, pictures, description, warranties, guaranties, disclaimers etc; on your Super App Account/Merchant Store and for building and updating, deleting, revising of your Product(s)’ list or inventory and for utilization of any other additional features, if provided on the Super App.
2. Intellectual Property Rights
  1. All intellectual property rights in the Platform and Super App, the Services accessible or provided on the Super App, including but not limited to, patents, trademarks, service marks, registered designs, applications for any of those rights, trade and business names, unregistered trademarks and service marks, copyrights, database rights, know-how, rights in designs and inventions (the “Intellectual Property Rights’’) throughout the world belong to us and the Intellectual Property Rights are licensed to you on a revocable, non-exclusive, non-sublicensable, non-transferable basis for the sole use of the Super App, and the Services accessible or provided on the Super App and your Super App Account.
  2. The Merchant agrees and acknowledges that nothing in this Super App T&Cs shall be construed to transfer or convey to Merchant any proprietary rights in the Platform and Super App, and one or more of their components.
3. Compliance with laws and appropriate use of the Super App

By using this Super App, you agree and are required:

1. 1. to comply with the Super App T&Cs and all applicable laws and regulations;
  2. not to access any information or data concerning another person without his/her permission;
  3. not to use the Super App Account/Merchant Store for any unlawful purpose and for any prohibited activities or to sell any prohibited Product(s), in any unlawful manner, or any for fraudulent or malicious act, as further noted under the MarketPlace T&Cs (PART II);
  4. not to infringe our Intellectual Property Rights or those of third party;
  5. not to use the Super App in a way that could damage, disable, overburden, disrupt, impair, or compromise our systems, databases, servers or security or to send or upload any data that contains viruses, worms, Trojan horses, spyware or any other harmful programs that could adversely affect the operation of computer software, hardware or systems;
  6. not to submit, publish, transit, post or upload any material that is misleading, deceptive, in contempt of any court, defamatory, offensive, threatening, discriminatory, racist, indecent, or otherwise objectionable to the general public;
  7. not to obtain any unauthorised access, via whatever means, to any user accounts or any of our or third-party systems;
  8. not to copy or duplicate the Super App, except where copying is incidental to normal use; or
  9. not to rent, sub-license, loan, translate, merge, adapt, vary or modify the Super App or allow access to any third party of your Super App Account/Merchant Store.
2. Links to Third Party Site
  1. The Super App Account/Merchant Store may contain links to your or other websites which are not provided by us. Such sites are not under our control, and we are not responsible for and have not checked and approved of the content or their privacy policies (if any). The inclusion of such links to other websites does not imply any endorsement of the material on such websites. We do not operate, control or endorse any information, Product(s), or services provided by you or any third parties. Use of your or third-party sites is solely at your own risk. You are responsible for viewing and abiding by the terms and conditions of use and the privacy statement (as applicable) of other websites.
  2. You shall be liable to strictly follow the terms noted in our Privacy Policy (PART III).
3. Security
  1. We shall endeavour to use available technology to protect your security of communications made through the Super App. However, we do not accept any liability for the security, authenticity, integrity or confidentiality of any transactions and other communications made through the Super App.
  2. You acknowledge that internet may be susceptible to interference or interceptions by third parties, and that we make no warranties that the Super App will be free of infection by computer viruses or other unauthorised software.
  3. You are responsible for taking appropriate steps to keep your information, software and equipment secure, including clearing the internet browser’s cache after any feature, services, tools directions or content on the Super App or your Super App Account.
  4. In addition, you shall be liable to strictly follow the terms noted in our MarketPlace T&Cs (PART II) and Privacy Policy (PART III).
4. No Warranties
  1. The Super App, all associated Services, the Platform and any other sites operated by us, and the content contained on them are all provided on an “as is’’ and “as available’’ basis, and we make no representations or warranties of any kind express or implied as to the operation of them or any content, products or services included on them. To the fullest extent permissible by law, we disclaim all warranties, express or implied including but not limited to implied warranties of merchantability, fitness for a particular purpose, title and/or infringement.
  2. In addition, you shall be liable to strictly follow the terms noted in our MarketPlace T&Cs (PART II) and Privacy Policy (PART III).
5. Limitation of Liability
  1. Some of the materials on the Super App may be provided by third parties and we disclaim any responsibility for, or any liability related to such material. Any questions, complaints or claims related to third party material should be directed to the appropriate third party.
  2. To the extent permitted by law, we will not be liable for any direct, indirect, consequential, incidental or special loss or damage whether in contract or tort, breach of statutory duty, claims, losses or damages that may incur as a result of, or in connection with: (i) your use of, or inability to use the Super App, or associated Services or any content thereof in any way, including, but not limited to, loss of data, loss of profits or anticipated savings; (ii) any inaccuracy, incompleteness in, or errors or omissions in the information on the Super App or any associated Services, (iii) any delay in the operation or transmission, communications failure, internet access difficulties or malfunctions in equipment or software; (iv) the conduct or the views of any person who accesses or uses the Super App; or (v) any external data. Your sole and exclusive remedy in connection with your use or inability to use the Super App is to stop using the Super App.
  3. We will also not be liable for any loss, damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your device, computer equipment, computer programs, data or other material due to your use of the Super App, or associated Services or to your downloading of any materials or websites linked to them.
  4. Our liability will be limited to the quantum noted in MarketPlace T&Cs (PART II).
6. Indemnity
  1. You agree to indemnify us and hold us indemnified and our directors, officers, employees, affiliates, agents, contractors and licensors harmless in respect of any claim arising out of: (i) your breach of these Super App T&Cs; (ii) your use of the Super App; (iii) your access, use or amendment of any external data; (iv) any user contributed information provided by you; (v) any claims made by third parties, or legal action taken by third parties against us, or our affiliates, directors, officers, agents, employees or contractors and resulting from your breach of the Super App T&Cs; or (vi) any action taken by us as part of our investigation of a suspected breach of these Super App T&Cs, or as a result of a finding or decision that a breach of these Super App T&Cs has occurred.
  2. You shall be liable to indemnify us as per the indemnity provision under the MarketPlace T&Cs (PART II).
7. Waiver
  1. If we fail to insist that you perform your obligations under these Super App T&Cs, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean we will automatically waive any later default by you.
8. Transfer
  1. We may transfer your rights and obligations under these Super App T&Cs to another party including but not limited to our group or affiliate entity. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under this agreement.
9. Governing Law and Jurisdiction
  1. The use of the Super App shall be governed by, and construed in accordance with, the laws of the Kingdom of Saudi Arabia and you expressly agree that the courts of the Riyadh have exclusive jurisdiction of any dispute arising in relation to these Super App T&Cs and your use of the Super App or the associated Services.
10. Other
  1. In case of any discrepancy between the Super App T&Cs and MarketPlace T&Cs, the MarketPlace T&Cs shall prevail.
  2. In case of any discrepancy between the Super App T&Cs and Privacy Policy, the Privacy Policy shall prevail.

PART II

MARKETPLACE T&Cs

Once you have successfully registered to the Super App, below Platform and payment processing related terms and conditions shall apply to you (“MarketPlace T&Cs”):

By agreeing to these MarketPlace T&Cs you consent to and authorizes the Company i.e. PT Arabia Limited Ltd, Riyadh, Kingdom of Saudi Arabia; to facilitate your Super App Account set up backed with the Platform access and integration to your Merchant Store/website, to sell the Product(s), and to collect payment online from your Customers and to integrate your Super App Account/Merchant Store with payment processing with our Partner PSP(s) to receive and settle the Total Sale Price in accordance with and subject to the provisions of this MarketPlace T&Cs.

Merchant Onboarding
1. In order to enable the Company and the Partner PSP to comply with anti-money laundering, anti-terrorism, sanctions, fraud prevention, applicable laws, rules and regulations, and the Payment Card Association requirements, the Merchant must provide comprehensive information about its constitution, Social Media Accounts, ownership, legal representatives, legal documentations and activities.
2. Merchant will on first request from the Company provide such additional information and supporting documentation regarding the proprietorship, partnership, company, activities, and identity of its shareholders as the Company may reasonably determine to ensure compliance with applicable laws and regulations and Payment Card Association regulations.
3. Merchant agrees that the Company may run further checks on Merchant’s identity, creditworthiness, and background by contacting and consulting relevant registries, private firms and professionals, and governmental authorities where available.
4. Merchant agrees that the Company may without notice and at its sole discretion visit the Merchant’s premises to verify Merchant’s information.
5. Notwithstanding the foregoing, any Merchant may be subject to additional on boarding requirements, as determined by the Company in its absolute discretion.
Risk Coverage
1. The Company reserves the right to apply a rolling financial reserve, request financial guarantees and/or a security deposit at any time, in proportion to the level of risk associated with the Merchant’s activity, as reflected in the Pricing Plan or as otherwise deemed necessary by the Company throughout the duration of these MarketPlace T&Cs, and the Merchant agrees to such application as required. The rolling financial reserve is calculated on the basis of a percentage of the settlement amounts that the Company maintains as a reserve for the Merchant, equivalent to a percentage of the volume of the Merchant’s processed transactions.
2. The financial guarantee and/or security deposit will be automatically adjusted against the Merchant daily payment settlement figures to maintain the reserve equivalent to the percentage of the Merchant transaction volume.
3. The Company will use this financial guarantee/security deposit as a reserve to the Merchant to settle any financial liability or amount enforced by the Payment Card Association or a law enforcement authority or any other party, charged due to any issue related to the Merchant, Super App/Platform, or Transactions such as any ChargeBacks and/or adjustments prior to the termination of the provision of the Services.
4. Notwithstanding any other provision in this MarketPlace T&Cs, the Company, at any time and without giving any reasons, therefore, shall have the right to increase the amount of the financial guarantees/security deposit or the rolling financial reserve.
5. Upon termination of the Services and settlement of all amounts due to the Company by the Merchant, the Company shall refund the financial guaranty/security deposit or the rolling financial reserve within one hundred and eighty (180) calendar days from the date of termination of the Services or date of settlement of all amounts due to the Company, whichever is later.
6. In the event of an excessive level of ChargeBacks against the Merchant, the Company reserves the right to hold the Collected Payments without releasing any further Collected Payments to the Merchant. These held back Collected Payments may be released only after a period of one hundred eighty (180) calendar days, subject to the Company’s review of the Merchant account and the issuance of a decision regarding the release of payments, based on the status of the account and any claims or disputes over the Transactions. The Company may also determine, at its sole discretion, to extend the holding period beyond 180 days where it deems necessary due to any unresolved concerns, including but not limited to the following incidents:

Suspicious transactions
Excess ChargeBacks
Unclear documentation
Merchant’s bank information not matching or incorrect/incomplete
Expired ID or Commercial Registration Certificate, where applicable, the Company reserves the right to hold the Collected Payments (“Active Freeze”) until the rectification/regularization/resolving of abovementioned defects and/or issues to the Company’s satisfaction. However, the Company may, at its sole discretion, permit the Merchant to continue to use the Platform/Super App for Transactions during this time.
In the event where the Merchant is unable to provide sufficient proof or documents showing the provision of Product(s) to Customer(s).

General Requirements
1. The Merchant shall provide the Company a valid Commercial Registration Certificate, or a Freelancer License (as applicable), e-commerce store authentication certificate from relevant authorities.
2. The Merchant agrees to provide appropriate provisions on and as part of the ‘Store Builder’ option to address inquiries about the sale, quality, quantity, or delivery of Product(s) and also about the return or exchange of Product(s). Such provisions must include at least an e-mail address (derived from the Merchant Store’s domain), telephone number, and mailing address of the Merchant and providing instant chat and a frequently asked questions page. The Merchant agrees to provide an adequate response to any such inquiry within seven (7) calendar days from the date on which the Customer(s) and/or the Company make an inquiry.
3. The Merchant agrees that when a refund of a Product(s) is made to the Customer(s), whether in whole or in part, the Merchant will offset the price of purchased Product(s) with an appropriate credit to the Customer(s) (the “Refund Transaction”). The Merchant must not issue a credit of the Refund Transaction directly to the Customer(s) in the form of cash or by credit to any card other than the Card used in the purchase of the relevant Product(s). The Merchant also must not perform a Refund Transaction for a Transaction that was originally paid in cash or charged to any other card.
4. The Merchant is obligated to maintain verifiable records of all Transactions, including but not limited to order confirmations, delivery receipts and Customer(s) approvals, as evidence of the execution of or delivery of the Product(s). If requested by the Partner PSP or the Company, the Merchant must immediately provide the required documents to prove the delivery of Product(s). The verification process is necessary to handle disputes and complaints. Therefore, if the Merchant is unable to provide sufficient proof of delivery or provision of the Product(s), all or some of the following actions may be taken:

If the Transaction is subject to a Refund Transaction, the Merchant is obligated to return the money to the Customer’s account.
The Merchant may be subject to Penalties, including fees associated with the Refund Transaction and potential fines imposed by the Partner PSP or the Company.
Repeated failure to verify the provisioning of Product(s) may result in suspension or termination of the Merchant’s account, affecting their ability to conduct future transactions.
In cases where the Merchant cannot prove delivery or provision of the Product(s), the Customer(s) may be eligible for a Refund Transaction or other compensation as specified in relevant consumer protection laws and instructions.
1. The Merchant agrees to fully cooperate with any investigations or dispute resolution processes undertaken by the Partner PSP, the Company or regulatory authorities, to address Customer(s)’ complaints and ensure compliance with contractual obligations.
2. The Merchant shall retain all documents related to Transactions for a period of not less than ten (10) years from the date of the Transaction, in accordance with legal and regulatory requirements.

Obtaining Authorization

Prior to purchasing any Approved Product from the Merchant, the Customer(s) shall enter the Card details requesting Authorization via the various payment options made available as part of the Platform/Super App. An Authorization received through the Platform/Super App indicates that the Card Issuing Bank has authorized such Transaction to the Merchant.

The request for Authorization must include the pertinent information specified by the Merchant, including the advertised price of an Approved Product and any applicable goods and service tax (GST), sales tax, insurance, value added tax (VAT), customs or other duties and taxes, and the shipping charges associated thereto which the Customer(s) has agreed to pay for such Approved Product (in aggregate the “Total Sale Price”).

The Merchant acknowledges that the receipt of Authorization for an Approved Product only indicates that, as of the date of Authorization, the Card Issuing Bank has reason to believe that the Card to which the Customer(s) requests Authorization:

has sufficient credit with the Payment Card Issuer to pay the Merchant;
is being used within the Card’s valid dates;
has not been reported as lost or stolen; and
is not an illegitimate copy of the Card.
1. An Authorization is not a guarantee that the Customer(s) to whom the Merchant delivered the Approved Product is, in fact, the Card holder; nor is an Authorization a representation from the Card Issuing Bank that the transaction will not be subject to ChargeBack to the Merchant.

ChargeBacks

The Payment Card Issuer shall have the right to ChargeBack a Transaction, without prior notice to the Merchant, for any reason, including but not limited to:

the Customer(s) fails to obtain the Authorization in accordance with above noted point;
Disputed Transaction;
the Merchant fails to provide any documentation or information pertaining to a Transaction within seven (7) calendar days of the Merchant’s receipt of such request;
that a Transaction is alleged to have been accepted or requested improperly without the authority of the Customer(s);
is reversed for any reason by any payment processor, financial institution, or Payment Card Issuer; or
is allegedly unlawful, suspicious, or in violation of this MarketPlace T&Cs or other applicable terms and conditions.
1. The Merchant agrees that, for a period of two (2) years after the termination of the Services, the Merchant will be responsible for payment of Chargebacks fees and adjustments resulting from any Transactions.

Payment to Merchant Account

It is the primary obligation of the Company to ensure transfer of Collected Payments to Merchant Account in accordance with this MarketPlace T&Cs. This liability is not subject to any limitation of liability that may be expressed elsewhere in this MarketPlace T&Cs.

Subject to this MarketPlace T&Cs, the Company will transfer to the Merchant Account the Collected Payments for the Transaction using the Platform/Super App. Such transfer will be made by crediting the Collected Payment to Merchant Account, less any applicable fees and taxes.

In the event the Company need to conduct an investigation or resolve any Disputed Transaction or as required by law or court order, or if otherwise requested by a law enforcement or governmental entity, the Company may defer transfer of Collected Payments to Merchant.

In the event of suspension or termination of Services, the Company may withhold that portion of the Collected Payments that the Company deems necessary to cover the reasonable outstanding risk of ChargeBacks, penalties, refunds and/or any other obligations of Merchant under all applicable terms and conditions including but not limited to this MarketPlace T&Cs. Upon request, the Company shall provide written notice detailing its justification for withholding the Collected Payment. Such funds shall continue to be withheld until the Company determines at its sole discretion that no risks or obligations remain, and all amounts due to the Company have been settled.

Fees Payable by the Merchant

In consideration of the provision of the Services by the Company, the Merchant acknowledges and agrees to pay to the Company a fee based on the Pricing Plan and the transaction volume of the Merchant. All terms for the fees for such commercial proposals and Pricing Plans are subject to change in accordance with the terms of this MarketPlace T&Cs. This fee will be debited from the Collected Payment prior to being credited into the Merchant Account.

Merchant must maintain a specified minimum account balance, as part of their transaction account maintained on the Company’s Platform/Super App. Any Chargebacks Fees, administrative charges (if any), or other amounts due to the Company from the Merchant as per the Pricing Plan will be automatically deducted from the Collected Payments and in the event of any insufficiency of funds, such charges will be deducted from financial guaranty and/or security deposit. Any deficiency related thereto shall promptly be cured by the Merchant upon demand by the Company.

By subscribing to Supper App, you authorize the Company to securely store your designated payment method, including credit or debit card information (“Card on File”), and to automatically charge such payment method on a recurring basis for subscription fees and any applicable taxes, in accordance with the billing cycle associated with your chosen Pricing Plan.

You acknowledge and agree that:

You grant the Company permission to initiate recurring charges to your Card on File without requiring further consent for each transaction.
Your payment information will be stored and processed in accordance with applicable data protection laws and industry security standards (e.g., PCI- DSS compliance).
You may update your payment method at any time through your account settings.
If a payment is declined, the Company may attempt to process the charge again or suspend or terminate the provision of Services in accordance with this MarketPlace T&Cs until payment is successfully received.

Merchant’s Obligations

The Merchant shall be obligated to inform the Customer(s) that its Product(s) are charged for payment through the payment option made available by the Super App/Platform.

The Merchant shall be obligated to manage passwords and login details of the Super App Account in a secure and confidential manner. The Merchant shall not disclose such information or make it available to third parties.

The Merchant shall inform the Company in writing and in a timely manner (within three (3) working days or subsequently updated timeline) of any changes in ownership structure, authorized signatories, address, entity registered name, or “doing business as’’ DBA name. In this respect, Merchant will ensure, in all cases, that the Company maintains an up-to-date copy of the Merchant’s Commercial Registration Certificate/Freelancer License (as applicable), trademark/trade name certificate, and domain ownership, each issued by an appropriate authority. Merchant(s) agree that any failure on their part to inform about the changes shall lead to difficulties and disadvantages and the Company shall not be responsible for the same in any manner whatsoever.

The Merchant must demonstrate that it has and will continue to have a filing system policy and procedures that enable all ordering and delivery information of the Customer(s) to be stored in a secure place for a period of at least ten (10) Gregorian years, in order to minimize its liability towards any potential ChargeBack.

The Merchant will comply with all laws applicable to the Merchant’s business activities including, without limitation, any export, import, customs, licensing requirements or other restrictions on distributing the Product(s) sold by the Merchant.

The Merchant undertakes to notify the Company, without delay, of any intended suspension of its Product(s) offered to the Customer(s).

The Merchant shall immediately inform the Company about any potential infringement of any of the Company’s intellectual property rights and/or proprietary rights.

The Merchant agrees not to sell, promote, or advertise any or all its Product(s) either on ‘Store Builder’ option of the Platform/Super App or elsewhere using the Company name, in any manner whatsoever.

The Merchant shall disclose in his Merchant Store the following data:

the store’s privacy policy (if any), including measures to protect Personal Customer(s) Data, and the scope of dealing with user profiles (if any).
the store’s refund and return and replacement policy.
procedures and methods used to receive and resolve Customer(s) complaints.
the Merchant ’s tax number (if any).
clear and detailed Product(s) description.
1. The Merchant shall provide access to the data noted above by providing a link to it in Merchant Store, with an explanation of any subsequent amendment to the data.
2. The Merchant shall be responsible for the Product(s) and any related marketing material. The Merchant in particular represents and warrants the following: (i) Merchant owns all rights necessary to distribute the Product(s) listed on the Super App/Platform as contemplated by this MarketPlace T&Cs; (ii) each Product(s) conforms in all material respects to the description and documentation made available by Merchant on the Super App Account/Platform and otherwise; (iii) no Merchant Product(s) infringes any third party’s intellectual property rights; (iv) each Merchant Product(s) (including information about applicable fees) and all marketing material are, at all times, accurate, complete, not misleading, and in compliance with applicable laws and the terms of the MarketPlace T&Cs, and in particular comply with privacy and data protection laws and meet any security or other standards of the industries for which they are intended or useful; and (v) each Product(s) can be legally sold and/or distributed in the Kingdom of Saudi Arabiain accordance with applicable laws and regulations.

The Merchant shall include the following in the statement given to the Customer(s) clarifying the terms and conditions of the contract to be concluded:

Reference to the Customer’s right to terminate the contract with the Merchant where termination is permissible, and the costs incurred by the Customer(s) in the exercise of this right, the steps the Customer(s) should take if he wishes to exercise the right to terminate the contract, or reference that the Customer(s) is not entitled to terminate the contract due to the applicability of point 18 bellow.
details of the price to be paid, such as the original price, delivery costs, and taxes (if any) in addition to any other costs that may be incurred in the future, along with an indication of how they are calculated and their terms of entitlement.
After-sales services (if any) and conditions for the provision of these services.
The duration of the contract and its expiry date, if applicable.
Payment terms, recurring payments (if any), and shipping and delivery provisions.
1. The Merchant shall clarify to the Customer(s) the procedure for concluding the contract by stating in the field designated for payment that once this field has been clicked, the contract shall be concluded, and that the contract shall entail the obligation to pay, in a clear and easy fashion.
2. The Merchant shall submit to the Customer(s) after concluding the contract a downloadable receipt which includes the following data:

the name of the Merchant if he is a Freelancer, or the trade name of the Merchant if it is a company, and a description of the Product(s) subject to the contract.
confirmation of the contract and the date of its execution.
the Total Sale Price of the Product(s), and the value of taxes (if any) clarifying the details of the Total Sale Price, how it is calculated and the conditions of claiming it.
shipping, transportation and delivery charges (if any).
the Merchant’s tax number (if any).
the delivery date of the Product(s).
the name of the carrier delivering the Product(s), and delivery route tracking data (if any).
a summary of the replacement and refund provisions in cases where this is permissible (if applicable).
the method of payment, and confirmation of full payment if it has been made.
if the Merchant is practicing as a profession subject to special regulation and requiring a license or permit to practice shall be obliged to disclose the license or permit number, its expiry date and the granting authority in the Merchant Store.
1. When sending or publishing an electronic advertisement, the Merchant is obligated to include the following:
a clear statement that it is an advertisement.
information related to the Product(s) that allows the Customer(s) to make an informed and conscious decision.
1. The Merchant shall provide the Customer(s) with a means to request the cessation of the transmission of electronic advertisements, and the Merchant shall cease sending electronic advertisements to the Customer(s) upon receipt of this request.
2. The Merchant must comply with the provisions of the laws and regulations related to advertisements, and obtain the required licenses in accordance with the nature of the Product(s).
3. The Customer(s) shall not be entitled to terminate the contract with the Merchant in the following cases, unless otherwise agreed:

if the subject of the contract is a Product(s) liable to deteriorate within the period of permissibility of the contract termination.
if the subject of the contract is a Product(s) that cannot be resold for health reasons.
if the subject of the contract is a Product(s) containing several elements that have been merged and cannot be returned to its original condition.
if the subject of the contract is a hotel reservation service, travel ticket, vehicle rental, transportation or event management service.
if the subject of the contract is a Product(s) designed and produced specifically for the Customer(s) according to the specifications of the Customer’s request.
if the contract is concluded at a public auction.
if the subject of the contract is a Product(s) for which the price may be subject to change during the period in which the contract may be terminated, depending on a market characterized by continuous price volatility outside the control of the Merchant, such as gold and silver.

Customer Personal Data Protection

Any data – whatever its source or form – that leads to specific knowledge of the Customer’s identity, including: names, identity information, addresses, contact numbers, license numbers, records and personal property, account and bank card numbers, and still and moving pictures, is considered protected Personal Customer Data (“Personal Customer Data”).
The Merchant shall comply with the following:

protection of Personal Customer Data from access, disclosure, alteration or processing for nonlegitimate purposes, by applying technical and administrative measures commensurate with the nature of such data.
Personal Customer Data shall not be retained except for the purpose of fulfilling the obligations of the Merchant, and shall not be used for any other purpose, such as advertising or marketing, without the express prior consent of the Customer.
if Personal Customer Data is breached, the Merchant must notify the relevant authorities according to the mechanism determined by the relevant authorities, within twenty-four (24) hours from the date of the Merchant’s knowledge of the breach, with an explanation of the scope of the breach and its effects, and the measures taken to address it. The notice shall not exempt the Merchant from liability towards the Customer(s), and the Merchant must comply with what is issued by the competent authorities in this regard.
to comply with the provisions of the laws and regulations related to data protection issued by the competent authorities.
if the Customer’s relationship with the Merchant Store is continuous and requires the establishment of an account to facilitate future contracts, the Merchant may, after obtaining the consent of the Customer(s), retain Personal Customer Data until the Customer(s) requests the closure of this account or return or deletion of such data, and the Merchant shall allow for the closure of the account in a clear and easy fashion.

Disclaimer of Warranty

The Company will make all reasonable efforts to provide uninterrupted Service subject to down time and regular maintenance. However, notwithstanding anything contained in this MarketPlace T&Cs, the Merchant acknowledges that the Platform, Super App and Services and Partner PSP services may not be uninterrupted or error free or free from any virus or other malicious, destructive, or corrupting code or program. The Company explicitly disclaims all warranties, express or implied, written, or oral including but not limited to warranties of merchantability and fitness of the Services or Super App or Platform for a particular purpose. The Merchant also acknowledges that the arrangement between one or more Partner PSPs and the Company may terminate at any time and such Partner PSP services may be withdrawn. Although, the Company adopts security measures it considers appropriate for the offer of Services, it does not assure or guarantee that no person will overcome or subvert the security measures and gain unauthorised access to the Merchant/Customer(s) data. The Company shall not be responsible or liable if any unauthorised person hacks into or gains access to the Platform or to the Merchant’s Super App Account. Merchant also acknowledges that the Company is not liable for the accuracy and completeness of data submitted by the Merchant, payment service providers and other third parties, and/or taken from public directories, and/or data managed by it or any third party. In addition, the Company shall not be liable to the Merchant for any loss or damage, whatsoever or howsoever caused or arising, directly or indirectly, including without limitation, as a result of loss of data, interruption, or stoppage to the Customer’s access to and/or use of the Platform, Super App and Services. The Company will not be liable to the Merchant for fraudulent or unauthorized transactions made by the Customer(s) through the Platform or Super App, howsoever or whosesoever originated. The Company liability is excluded if damage is related to the use of interface information that is out of date or has been inadmissibly changed as compared to the original interface version or related to the interrupted connection to the Platform or Super App. The Merchant unconditionally and unilaterally agrees that the Company, by way of its provision of the Platform or Super App, does not warrant, support, protect, or guarantee any Product(s) that Merchant may offer on Super App Account or via Super App or Platform features/components such as ‘Store Builder’ option or on its Merchant Store.

Indemnification

The Merchant hereby undertakes and agrees to indemnify and hold harmless the Company including their officers, directors, and agents from and against all actions, proceedings, claims (including third party claims), liabilities (including statutory liability), penalties, demands and costs (including without limitation, legal costs), awards, damages, losses and/or expenses, howsoever, arising directly or indirectly, including but not limited to, as a result of:

breach or non-performance by the Merchant of any of its undertakings, warranties, covenants, declarations, or obligations made under this MarketPlace T&Cs;
breach of confidentiality and intellectual property rights/obligations by the Merchant;
any claim or proceeding brought by the Customer(s) or any third party against the Company in respect of the Product(s) offered by the Merchant;
any claim or proceeding brought by the Customer(s) or any third party against the Company in respect of the Company Services;
any act, deed, negligence, omission, misrepresentation, default, misconduct, non-performance, or fraud by the Merchant, its employees, contractors, agents, Customer(s), or any third party;
any hacking or lapse in security caused by the Merchant impacting aspects including but not limited to Platform or Super App security, the Customer(s) data, etc;
Chargeback or refunds relating to the Transactions contemplated under this MarketPlace T&Cs;
breach of law, rules, regulations, and legal requirements including Payment Card Association rules, and Partner PSPs rules in any place where Customer(s) is making the Transaction and/or where the Product(s) is to be delivered and/or where the Card Issuing Bank is incorporated/registered/established; or
any fines, Penalties, or interest imposed directly or indirectly on the Company, on account of Merchant or Transactions conducted through the Super App under this MarketPlace T&Cs.
any claims or liability arising as a result of financial losses, defamation or any damages arising as a result of misuse, inability to use the Platform and Super App.
1. The indemnities provided herein shall survive the termination/ expiration of this MarketPlace T&Cs.

Limitation of Liability

Notwithstanding anything stated under this MarketPlace T&Cs, the aggregate liability of the Company under this MarketPlace T&Cs shall be limited to the fees paid by the Merchant to the Company with respect to the applicable Transaction. In no event shall the Company be liable to the Merchant for any direct, indirect, consequential, or special damage or losses, including without limitation, lost profits, lost revenues, costs of delay, or punitive damages, however, incurred, even if the Merchant has been advised in advance of the possibility of such damages.

Prohibited Product(s)

The Merchant acknowledges and agrees that it will only offer the Product(s) that are indicated in its Commercial Registration Certificate/Freelancer License and agreed at the time of affiliation and acceptance of this MarketPlace T&Cs. If the Merchant subsequently offers any other type/category of Product(s), the Merchant shall obtain prior written approval from the Company before entering into any Transaction in connection with such new Product(s).
The Merchant acknowledges and agrees that the following transactions are prohibited by the Company for use on the Platform and Super App:

Penalties or fines of any kind, damages, losses, or any other costs that are beyond the Total Sale Price of any Product(s) offered by the Merchant or any other amounts for which a Customer(s) has not specifically agreed to pay the Merchant;
Gambling services, lotteries, gambling chips gambling credits, or similar services;
Sales made under a different trade name or business affiliation than that has been informed at the time of affiliation and/ or otherwise approved by the Company in writing;
Any Transaction that violates any law, ordinance, or regulations within the Merchant or the Company domicile or place of business;
Cash, traveler’s cheques, cash equivalents, or other negotiable instruments; or
Any other reason specified in the Company website or stated otherwise by the Company.
1. Unless otherwise mutually agreed by the parties/Customer(s), the Merchant will not collect the Card information, including but not limited to:
the Card number;
Expiration date; and
Numbers on the back or front of the Card, known as the CVV.
1. The Merchant shall not publish any wrong or misleading information about its offer of Product(s), in particular when offering paid services on the internet, to designate them accordingly and not offer them as “free content”. Furthermore, the Merchant is also obligated to not spam.

Confidentiality

Confidential Information Pursuant to the Services to be rendered hereunder, each Party now has or will have possession of or access to Confidential Information (as defined below) relating to the other Party. The Party receiving any Confidential Information will be referred to as the “Recipient” and the Party disclosing such Confidential Information will be referred to as the “Discloser”. As used herein, “Confidential Information” means all confidential, proprietary, or non-public data or information including without limitation any personal or personally identifiable information, other than information which the Recipient can demonstrate:

is or becomes a matter of public knowledge through no fault of the Recipient;
was rightfully in the Recipient’s possession in a complete and tangible form before it received the Confidential Information from the Discloser;
was furnished to the Recipient on a non-confidential basis from a third party, provided that such third party is not bound by an obligation of confidentiality to the Discloser with respect to such Confidential Information; or
was independently developed by the Recipient without reference to the Discloser’s information.
1. Required Disclosure – If the Recipient is required to disclose in order to comply with applicable laws or regulations, or with a valid order of a court or other governmental body or any political subdivisions thereof, it may do so without breach of this MarketPlace T&Cs, but only to the extent and for the purposes of such required disclosure and provided that:
to the extent practicable under such requirement, the Recipient promptly notifies Discloser in order to provide the Discloser with the opportunity to seek a protective order; and
The Recipient takes all reasonable actions to assist the Discloser in obtaining confidential treatment for such information and, if possible, to minimize the extent of such disclosure. Any Confidential Information so disclosed will continue to be treated by the Discloser as confidential for all purposes hereunder.
1. Protection of Confidential Information – the Recipient agrees to hold secret and protect the Confidential Information and uses that degree of care that the Recipient uses or would use with respect to his own proprietary and confidential information (but in any event not less than a reasonable degree of care) to keep the Confidential Information secret. Further, the Recipient agrees that it will not:
disclose any Confidential Information to any person or entity other than its employees and agents with a need to know in connection with its performance of this MarketPlace T&Cs; and
use or exploit in any manner the Confidential Information for itself or any person, or other entity other than in connection with its performance of this MarketPlace T&Cs.
the Recipient will return to the Discloser all Confidential Information, and reproductions thereof that are in its possession immediately upon request and in any event upon the expiration or termination of this MarketPlace T&Cs.
1. Remedy – The Company and the Merchant hereby acknowledges that disclosure of the Confidential Information by it or breach of the provisions contained herein may give rise to irreparable injury to the other party and such breach or disclosure may be inadequately compensable in money damages. Accordingly, the Discloser may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings. Such a remedy will not be deemed to be the exclusive remedy for any such breach or threatened breach but will be in addition to all other remedies available at law or equity.
2. Publicity – Merchant hereby permits the Company to publicly disclose (including use of tradename, trademarks on the Company website) (in any press release, prospectus, offering memorandum, Customer(s) list, or otherwise) that Merchant has entered into MarketPlace T&Cs with the Company or that Merchant is availing Services from the Company.

Duration of the MarketPlace T&Cs

Without prejudice to the Merchant’s obligation and liabilities to perform all obligations related to the provision of sale and delivery of Product(s) to Customer(s) for Transactions arising before the effective date of termination/expiry of Merchant’s association with the Company and deletion of Merchant’s access to the Platform and Super App, this MarketPlace T&Cs shall continue to be in full force and effect until termination.

Suspension and/or Termination of the Services

The Company may, with immediate effect and without notice and at its sole discretion, terminate or temporarily suspend the provision of Services in the following events:

The Merchant fails to pay any amount on the due date of payment;
at any time where the amount of ChargeBacks, credits, or the Customer(s) disputes or complaints reaches a level which the Company may consider in its sole discretion to have a negative effect to its business;
the Merchant and/or its’ principals, agents, subsidiaries or affiliates conduct it business in an illegal manner or against its governing laws;
the Merchant commits a breach of this MarketPlace T&Cs and if such breach is remediable, fails to remedy that breach within a period of fourteen (14) calendar days after being notified in writing to do so;
the Merchant suspends, or threatens to suspend, payment of its debts or is unable to pay its debts or admits inability to pay its debts or (being a partnership) has any partner to whom any of the foregoing apply;
the Merchant commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or making a proposal for or enters into any compromise or arrangement with its creditors;
a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Merchant;
an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Merchant;
the Merchant, being an individual, is the subject of an insolvency/bankruptcy petition or order; and being corporate, is subject to winding up/insolvency/liquidation/bankruptcy and/or any restructuring
the Merchant suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;
the Merchant, being an individual, dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his/her own affairs or becomes a patient under any mental health legislation; or
if the nature of transactions appears to be suspicious or abnormal.
1. The Company reserves the right to terminate the provision of the Services to the Merchant without disclosing any cause by giving the Merchant at least fifteen (15) calendar days’ prior written notice. Notwithstanding such termination, the Company will pay the Merchant for all Transactions captured in the Platform/Super App in accordance with the respective provisions of this MarketPlace T&Cs.
2. The Merchant acknowledges and agrees that the Services may be suspended in case of transfer of ownership or sale of all or part of the Merchant’s business.

Miscellaneous Provisions

Governing Law, Settlement of Disputes and Jurisdiction – This MarketPlace T&Cs (and any dispute or claim relating to it, its enforceability, or its termination) is to be governed by and construed in accordance with the laws of the Kingdom of Saudi Arabia and each Party hereby expressly accepts and submits to the jurisdiction of the courts of Riyadh, Kingdom of Saudi Arabia.
Customer complaints policy and settling disputes between Customers and the Merchant – In the event of a complaint submitted by the Customer(s) towards the Merchant, the following procedures shall be followed:

Submit a complaint via the designated link, customer support plugin, or an artificial intelligence driven chatbot in the Super App/Platform, provided that the complaint includes: complaint details, supporting documents and Merchant name. The Company will then refer the complaint to the Merchant for resolution.
If the Merchant does not respond to the Customer(s) within seven (7) days, the Customer(s) will be informed of this and provided with the Merchant ’s information if he wishes to file a complaint against him with the competent authorities.
The Customer(s) has the right to take what he deems appropriate after reviewing the Merchant’s response to the complaint. If the Customer(s) is not satisfied with the Merchant’s response, he has the right to request the Merchant’s identity information to take appropriate legal action.
1. Notices – All notices, requests, demands, waivers, and other communications required or permitted to be given under this MarketPlace T&Cs shall be in writing, through certified or registered mail, courier, email, to be send to the following address:
  In the case of the Company: PT Arabia Limited Ltd
  For the attention of:
  [email protected]
  In the case of the Merchant:
  Address provided by the Merchant during affiliation process.
  All such notices, requests, demands, waivers, and other communications shall be deemed duly given/delivered:

if by personal delivery on the next business day after such delivery;
if by certified or registered mail on the tenth (10th) day after the mailing thereof;
if by courier service or similar service, on the day delivered if delivered on a business day during business hours or otherwise on the next business day; or
if by email on the business day following the day on which such email was successfully sent.
1. Severability – It is the desire and intent of the parties that the provisions of this MarketPlace T&Cs shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this MarketPlace T&Cs shall be deemed by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remainder of this MarketPlace T&Cs shall not be affected thereby, and in lieu of such illegal, invalid or unenforceable provision, there shall be added as part of this MarketPlace T&Cs, a provision as similar to the MarketPlace T&Cs as may be possible and be legal, valid and enforceable.
2. Language – This MarketPlace T&Cs is drawn up in English.
  All notices in Arabic or English – Each notice, instrument, certificate, or other communication to be given under or in connection with this MarketPlace T&Cs shall be in the Arabic or English language and in the event that such notice, instrument, certificate or other communication is translated into any other language, Arabic language text shall prevail depending on the case.
3. Entire Agreement – This MarketPlace T&Cs along with Super App T&Cs (PART I) and Privacy Policy (PART III) shall constitute the entire agreement and understanding between the Parties with respect to the subject matter of this MarketPlace T&Cs, usage and access to Platform, Super App, Super App Account and Merchant Store and related features/Services and supersedes and extinguishes any prior drafts, agreements, undertakings, understandings, promises or conditions, whether oral or written, express or implied between the Parties relating to such subject matter.
4. No Partnership/Agency – Nothing in this MarketPlace T&Cs are intended to or shall operate to create a partnership, joint venture, or employer/employee relationship of any kind between the Parties, or to authorize either Party to act as agent for the other, and (save as otherwise expressly set out in this MarketPlace T&Cs) neither Party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability, the pledging of any credit or the exercise of any right or power).
5. Force Majeure – Neither Party will be responsible for loss or damages suffered by the other Party as a result of either Party’s failure to perform its obligations under this MarketPlace T&Cs due to any event beyond either Party’s control which events include, but are not limited to, war or terrorist activities, civil commotion, government actions, fire, riots and ‘Acts of God’, provided at all times Merchant’s obligations towards chargebacks, providing documentation or regulatory/cards scheme compliance shall continue and subsist as is.
6. Assignment – Neither Party shall assign or transfer this MarketPlace T&Cs or any or all of their rights and/or obligations under this MarketPlace T&Cs, nor any benefit nor interest in or under it, to any third party without the written consent of the other Party which consent shall not be unreasonably withheld.
7. Waiver – Unless otherwise expressly stated in this MarketPlace T&Cs, the failure to exercise or delay in exercising a right or remedy under this MarketPlace T&Cs shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies and no single or partial exercise of any right or remedy under this MarketPlace T&Cs shall prevent any further exercise of the right or remedy or the exercise of any other rights or remedies.
8. Survival of Provisions – The terms and provisions of this MarketPlace T&Cs that by their nature and content are intended to survive the performance hereof by any or all Parties hereto shall so survive the completion and termination of this MarketPlace T&Cs.
9. Amendment – Any updates or revisions of this MarketPlace T&Cs be effective immediately upon posting of the information on the Platform/Super App. Merchant shall check this MarketPlace T&Cs periodically for updates or revisions. Merchant’s continued access or use of the Services following the posting of any updates or revisions to this MarketPlace T&Cs constitutes confirmation of your acceptance of this MarketPlace T&Cs as updated or revised.
10. Pricing Plan – The Pricing Plan may be varied, amended, or modified by the Company with a notice to the Merchant and such variation, modification or amendment shall be enforceable from the date made effective by the Company. The Merchant shall have the right to terminate its access to the Platform/Super App and delete its Super App Account and its Merchant Store (as the case may be) if such pricing change is not acceptable, provided such right is exercised within the stipulated period to raise an objection noted by the Company in its notice.

PART III

PRIVACY POLICY

Company’s Privacy Policy

This privacy policy governs the manner in which Platform/Super App (including associated service providers and advisers) collect, use, maintain and disclose personal and non-personal information when you/user use our website, web application, mobile application. This privacy policy applies to the website, web application, mobile application and all products and services offered by the Company or under the brand names affiliated or associated with it.

The Company will always ensure that your privacy is protected and secured with reasonable controls and measures. You can be certain that we shall use your personal information only in accordance with this privacy policy. Please read and understand this policy carefully to know our practices regarding collection, storage, transfer, maintenance, disclosure, retention and usage of your personal data.

The Company reserves the right to make changes to this policy at any point in time at its sole discretion, and accordingly update this page. Please check this page periodically to make sure you read and agree with the changes. And, if deemed necessary, we will provide more prominent notice. By signing up to our website, web application or mobile application and utilizing or accessing the features built – in thereby, you accept and agree to adhere to the terms of our Privacy Policy.

Personal Information Company Requests From You

By personal information, we mean information related to a specific individual from which such individual can be identified. Anonymous information does not constitute personal information as the identity of the individual cannot be recognized. The personal information which may be collected by the Company includes the following:

Personal Information you and/or your customers are directly providing to the Company while signing up to Platform
Personal documents and financial records you and/or your customers are directly providing to the Company as part of integration
Financial information which is provided by you and/or your customers while using payment gateway for payment processing

Information collected by cookies and other tracking technologies while using the Company’s website. We will collect information from your browser such as your computer’s internet protocol, browser type and version, length of the visit and the pages viewed etc.

From our service:

Data collection from our payment services: the data collected from the merchants: we collect, store and process personal information related to you when you apply to become a merchant. Additional personal information may be required such as full name, email address, date of birth, home address, proof of address, bank statement, personal identification card or passport and other information as may be required to on-board you and to meet applicable legal and regulatory requirements.
Data collected from cardholders/buyers: we collect, store, process financial and transaction related to personal data about the cardholders/buyers and their transaction, which may include, full name, email address, phone number, credit card number, expiry date, CVV, billing and shipping address, intellectual property (IP) address, browser type and version, purchase amount, date of the purchase, and cart description.

Why Does Company Collect Your Personal Information?

To personalize user experience: we may use information to understand how our users as a group/collectively use the services and resources provided on the website, web application and mobile application.
To improve customer service: your information helps us to respond effectively to your customer(s) service requests, inquiries and support needs.
To process your application: we may use the personal information collected to understand the nature and profile of your business and access your application.
For marketing purposes: we may use your personal information if you have “Opt In” for promotional activities of our new products and features, special offers and advertising our products.
To send periodic emails: the email address provided by you will be used to send information and updates pertaining to our site, products and our services. It may also be used to respond to your inquiries, and/or other requests. If the user decides to opt-in to our mailing list, they will receive emails that may include news, updates, related product, or service information, etc.
To identify and reduce fraudulent activity: we may use your information to detect, prevent, mitigate fraudulent activities such as risks associated with transactions, our systems and to monitor illegitimate activities.
To comply with the law: we may use your information when it is required to comply with legal obligations, financial, regulatory requirements and for audit purposes.

Data Storage and Access

The data we collect from you are stored on our system servers. We take reasonable measures to protect your personal information from unauthorized access, use and/or disclosure. Although we have adopted security measures appropriate which are in accordance with industry practices, it does not assure or guarantee that no person will overcome or subvert the security measures and gain unauthorized access to your personal information. You should always ensure that your username and password are not shared with any third party to protect your personal information.

We may allow third party applications to access your information in cases where a need arises for verification of your data and other validation purposes. The Company ensures that verification processes used by third party applications will help to make your account safe from being used for fraud or any money laundering. By providing your personal information to us, you agree to the transfer to a third party, storing and processing your personal information.

Your Rights Over Your Personal Information

You have certain rights over your personal information as per the applicable data protection laws including the following:

Request to erase personal information: you reserve the right to request to remove any personal information except personal information is required to comply with the applicable data protection laws and regulations, for legal proceedings, compliance purposes and for any financial crime prevention purposes.
Request for personal information transfer: you have the right to request to export your information to a third-party where technically and legally feasible.
Request correction: you reserve the right to request to correct any information held by us where the personal information is incomplete, inaccurate, or outdated. This step will require verification of the new personal information provided.
Right to access your personal information: you have the right to receive a copy of your personal information that we hold, including certain information about how we are processing your personal information to the extent permissible by PCI-DSS, applicable data protection laws and the applicable financial data regulations.
Right to object to direct marketing: you have the right to object processing of your personal information for direct marketing purposes. To unsubscribe and “Opt Out” from marketing and promotional mails, visit Login details in merchant dashboard.

Disclosure of your Personal Information to Third Parties

Company may allow third party applications to access your information in cases where a need arises for verification of your personal information and other validation purposes. We ensure that verification processes used by third party applications will help to make your account safe from fraud, any money laundering or illegal activities related to our services. We may disclose personal information to third parties for the purpose of providing payment services, promoting the business, as well as for legal reasons, as follows:

Service Providers: we may share your personal information with a limited number of service providers when it is necessary to deliver services, such as identity verification services, infrastructure hosting, data analysis, payment processors, customer service, email delivery. These service providers may need to access personal information to perform their services.
Business Partners: Company may share personal information with third-party business partners when it is necessary to provide the services to the Users such as acquiring banks and Payment processors.
Legal Claims: Where necessary, Company may utilize your personal information to protect the interest, rights, property or safety of the Company, its employees and affiliates in the event of a legal claim and disclose them with any third party if we have a belief in good faith that access, use, maintenance or disclosure of the personal information is judiciously necessary to meet any applicable law, regulation, legal process or enforceable governmental request, and enforce applicable terms of service including investigation of potential violation, fraudulent and security issues.

Retention of your Personal Information

The Company securely retains personal information in an identifiable format for the duration required by applicable laws and regulations in the jurisdiction where the service is being offered and for business purposes. We may retain personal information for longer periods than required retention period by law for business interests if it is not prohibited by applicable data protection law or any regulatory agency/authority.

Third Party Websites

You may find advertising or other content on our website that provides links to the sites and services of our partners, suppliers, advertisers, sponsors, and other third parties. We do not control the content or links that appear on these sites and are not responsible for the content published or practices employed by those websites.

Browsing and interaction on any other website, including websites which have a link to Company site, is subject to third party website terms and policies. We do not guarantee the protection and privacy of information which you may provide to such websites.

Internet Cookies

“Cookies” are text files, used by your computer’s browser, that store visitor session data. Cookies, by themselves, do not identify the individual user. Cookies are commonly used on the Internet and do not harm your system.

Cookies are mainly used to measure web traffic, for keeping records and to let you know when you visit a particular site. But cookies never give us access to any other information other than what you chose to share with us.

Cookies also help us in analyzing data to be used in improving our website, eventually giving you better user experience. Users generally have the option to accept or decline cookies. However, please note that you will not get the full benefit of using the website if you chose to decline.

For more information on how we use cookies, please refer to our Cookie banner posted on the site. By using the Company site and accepting the cookie banner, you agree to be bound by our Cookie Policy.

Updating your Information

If your personal or professional information (such as your name, address, or telephone number) needs change, you must update your details by contacting the Company on our ‘Contact Us’ page.

To avoid inconvenience to all, the Company strongly advices to keep all information up-to-date and correct. The Company will be exempt from any responsibility in the rare event where losses may arise from not updating your information.

Contact Us

If you have questions, comments or complaints about these Super App T&Cs, MarketPlace T&Cs or Privacy Policy or any action is required in relation to your personal information, please contact us at [INSERT CUSTOMER ID FOR MARKETPLACE] [email protected]

KEY DEFINITIONS

“Active Freeze” shall have the meaning ascribed in the MarketPlace T&Cs
“Alternate Payment Methods” meany any payment methods or payment options that are cash free including but not limited to bank transfers, digital wallets, mobile wallets, cryptocurrency, electronic cash, and more
“Approved Product” means the Product(s) purchased from Merchant’s Super App Account/Merchant Store and for which Total Sale Price is paid by the Customer(s)
“Authorization” means approval by the Card Issuing Bank validating a Transaction
“Automatic Verification” means a verification process conducted through certified third-party providers, which utilizes automated systems to read, analyze, or authenticate users’ identification documents or related credentials of Merchant(s)
“Card” means the debit or credit card issued by the Payment Card Issuer and used by the Customer(s) to purchase Products from the Merchant
“Card Issuing Bank”/ “Payment Card Issuer” means any financial institution that issued the Card used by the Customer in any Transaction
“Card Licensor” means a member of the Payment Card Association such as Visa International, MasterCard, Diners Club, Discover Cards, CUP, JCB, and American Express
“ChargeBacks” means the procedure by which a Transaction (or portion thereof) is denied or returned by the Card Licensor or the Payment Card Issuer which may result in a debit to the Merchant(s)
“ChargeBack Amount(s)” means the Transaction amount which may be debited to the Merchant, pursuant to a ChargeBack
“Collected Payments” means the Total Sale Price credited to the Company’s bank account pursuant to a valid Transaction and matched to Merchant’s Super App Account identity (ID) by the Company
“Commercial Registration Certificate” means the permits issued by government agencies that allow Merchant to conduct the specified business where the Merchant is a commercial/business entity
“Company” means PT Arabia Limited Ltd
“Confidential Information” as defined under the MarketPlace T&Cs
“Cookies” as defined under the Privacy Policy
“Cookie Policy” means the Company’s policy related to Cookie
“Customer(s)” means the end customers who purchase the Product(s) from the Merchant(s) via Super App Account or Merchant Store
“CVV” means card verification value
“Discloser” means the Party disclosing the Confidential Information
“Freelancer License” means a work permit that enables individuals to be self-employed as a freelancer or work without being tied to one particular company as an employee
“Invoice Links” means a system that enables the Merchant(s) to generate and share unique payment links associated with specific invoices, thereby allowing Customer(s) to make payments electronically in respect of such invoices
“Intellectual Property Rights” as defined under the Super App T&Cs
“MarketPlace T&Cs” means Platform and payment processing related terms and conditions as noted in Part II
“Merchant(s)” means the merchant who registers on Super App and creates its Super App Account/Merchant Store to endorse and sell Product(s) to the Customer(s)
“Merchant Store” means the customized store created by Merchant(s) on the Platform using Super App Store Builder option
“Partner PSP(s)” shall mean banks, financial institutions, Payment Card Associations, and/or payment service providers, that are integrated with the Super App/Platform and with whom the Merchant(s) has entered directly or through the Company into an online Transaction(s) processing and settlement agreement
“Party”/ “Parties” means the Company and the Merchant
“Pay Link” means a proprietary feature that enables Merchant(s) to generate and distribute unique payment links, which Customers may use to initiate and complete payment transactions
“Payment Card Association” means any Card Licensors, such as Visa International, MasterCard, Diners International, Discover Cards, CUP, JCB and American Express and similar associations
“PCI-DSS” mean payment card industry data security standards
“Penalties” means any fine or amount (together with any associated costs) which may be levied on the Company or Merchant as a result of the contravention of a rule, law, statute, or guideline of a bank, Payment Card Issuer and/or Payment Card Association including but not limited to any Chargeback Amount
“Personal Customer Data” as defined under the MarketPlace T&Cs
“Platform” means Company’s social commerce/marketplace platform
“Pricing Plan” means the pricing plan selected by the Merchant to avail the Services from the Company
“Privacy Policy” means Company’s current and update privacy policy.
“Product(s)” means the goods and services endorsed and sold by the Merchant(s) on Super App
“Recipient” means the Party receiving Confidential Information
“Refund Transaction” shall have meaning ascribed in MarketPlace T&Cs
“Service(s)” means varied services/features provided by the Company on the Platform and Super App to the Merchant(s), enabling Merchant to utilize the Store Builder option to create their Merchant Account and maintain their Product(s) inventory, commence payment processing services including hosted online checkout solution, transaction reconciliation, and reporting services, and any other services provided by the Company through the Super App to facilitate online purchasing or other activity via Social Media Account or Merchant Account and other means of communication
“Store Builder” means the unique feature/application on Super App that allows Merchant(s) with the option to build their own online Merchant Store
“Soft POS” means a software-based point-of-sale solution that enables Merchant(s) to accept Card payments directly on their compatible mobile/electronic devices, through integration with a certified third-party provider
“Social Media Account” a business freelancer account maintained by the Merchant(s) on one or more social media platforms, messaging applications, and other means of communication online
“Super App” means the Company’s mobile and web application that provides Merchant(s) the option to avail varied Service(s) via Company’s Platform
“Super App Account” means the specific account created for the Merchant on the Super App/Platform post successful completion of Merchant onboarding by the Company which will serve as an administrative/reporting dashboard providing access/information to the Merchant on aspects including but not limited to access to their Product(s) inventory, Transaction history, available balance, refund processing, and settlement initiation processes etc.
“Transaction(s)” means any payment made by a Customer to the Merchant for the Product(s) purchased/received from the Merchant via Super App, Super App Account and Merchant Store
“Transaction Reconciliation and Reporting Services” means the reconciliation and reporting services provided by the Company to the Merchant for all the transactions related to Merchant’s Product(s) sale via Super App
“Total Sale Price” shall have a meaning ascribed in MarketPlace T&Cs
“QR Code” means a payment system utilizing quick response code generated by the Company for assisting Merchant’s Customer(s) for paying the Total Sale Price for Merchant’s Product(s) bought via Super App, and enables the Merchant to generate and use such codes to facilitate the electronic collection of Total Sale Price

Payment Gateway Platform

Realtime Onboarding

Dashboard & App

Invoices & QR

Payment links

Integrations

Repeat Billing

Payment Methods

Installments

What's New?

Payment Orchestration

PayTabs Issuance

PayTabs Touch: Soft Pos

Unified API Gateway

Dining

Education

Government

Hospitality

Payouts

PayTabs Market

Retail & Ecommerce

Travel & Aviation

3D Secure Payments

ATM Management

PayTabs SwitchOn

Prepaid Card Management

Private Labelling - By Invitation Only

Terminal Management & POS

Mobile SDK

Our Story

PayTabs Blog

Newsroom

Brand Resources

Career

PayTabs Partner

Business Opportunity

Share Stories, Sell More

Get in Touch

Check Status

FAQS

Solutions Portal

Community Forums

Payment Gateway Platform

Realtime Onboarding

Dashboard & App

Invoices & QR

Payment links

Integrations

Repeat Billing

Payment Methods

Installments

What's New?

Payment Orchestration

PayTabs Issuance

PayTabs Touch: Soft Pos

Unified API Gateway

Dining

Education

Government

Hospitality

Payouts

PayTabs Market

Retail & Ecommerce

Travel & Aviation

Secure Payments

ATM Management

PayTabs SwitchOn

Prepaid Card Management

Private Labelling - By Invitation Only

Terminal Management & POS

Mobile SDK

Our Story

PayTabs Blog

Newsroom

Brand Resources

Career

PayTabs Partner

Business Opportunity

Share Stories, Sell More

Get in Touch