Vendor Terms & Conditions

Please read these terms carefully before joining our vendor network

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Terms Of Service

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  1. THESE MERCHANT TERMS
    1. The Agreement; Merchant Terms. These Merchant Terms and any Policies (together, the "Agreement"), each as may be modified from time to time as described in Section ‎20.1, apply when you register for a Merchant Account  as set out in this Agreement, or use the Services (the “Effective Date”). In this Agreement, “you”, “your” refer to you the Merchant, as the user of the Services and “we,” “us,” “our,” or “Shopping Gate” refer to the provider of the Services. Further information regarding us is set out in Section ‎2 below.
    2. Why you should read the Agreement. These Merchant Terms tell you who we are, how we will make available and provide the Services to you, how you and we may change or end this Agreement, what to do if there is a problem and other important information.
    3. Nature, provision and language of the Agreement. This Agreement forms a legally binding agreement between you and us. By using the Portal, you confirm that you have read this Agreement, agree to all terms, conditions, and notices contained or referenced in this Agreement, and you provide your express consent to the same. Further:
  1. a copy of the Agreement, as amended from time to time, is available to you on the Portal;
    1. throughout the duration of the Agreement, you may request to be provided with the Agreement, and a link to the Agreement will be sent to your email address free of charge; and
    2. the Agreement will be provided to you in Arabic and English, provided however that at all times your relationship with us will be governed by the Arabic language version. We provide you with the English version for ease of reference only.
  2. INFORMATION ABOUT US AND HOW TO CONTACT US.
    1. We, Qtoon Raqamyah Trading Company (One Partner), a single person limited liability company incorporated in the KSA, with commercial registry number: 5950141263 and having its registered office at 4476, 8323 Najran, P.O. Box: 66231, Kingdom of Saudi Arabia, own and operate the Portal and facilitate your use of the Portal, directly or through our Affiliates, albeit that at all times your relationship regarding the use of the Portal is with us.
    2. We provide the Portal for you to list and sell the Products to Consumers, through the Marketplace.
    3. You can contact us by writing to us by email at support@shoppinggate.app. If we have to contact you, we will do so by email or other methods, as we deem necessary from time to time.
  3. DEFINITIONS
  1. The following terms shall have the meaning ascribed to them wherever they appear in this Agreement unless the context requires otherwise:

“Affiliate” means a third person owned or controlled by us or any entity controlled by, in control of, or under common control with us.

“App” means the Shopping Gate mobile application that runs on mobile devices (such as IOS and Android or any other software recognized by us).

“Applicable Law” means all applicable national, local, municipal legislation, regulations, statutes, by-laws, consents and/or other law, orders, court rulings and any other instrument having the force of law as may be issued and in force from time to time (and any amendment or subordinate provisions) relating to or connected with the activities contemplated under this Agreement (including in KSA).

“Application Form” means the physical or digital document or interface provided by us to you as part of our onboarding and registration requirements, as may be determined by us from time to time.

“Administrative User” means any individual(s) who are granted access, as a user, to your Merchant Account on the Portal to perform relevant administrative, sales, product management or other functions defined by you or your Authorised Signatory.

“AI” means artificial intelligence.

“Authorised Signatory” the individual(s) you designate as your authorised representative or contact person on the Portal to legally bind you and accept the Agreement on your behalf and who are either: (i) mentioned in the commercial license and registration or similar license; or (ii) who has been duly authorised by you in writing by way of a notarized power of attorney, resolution, or other form of authorisation, we may accept from time to time.

“Business Day” means a day other than a public holiday on which banks are normally open for business in KSA.

“Communications” has the meaning ascribed to it under Section 19.

“Confidential Information” means information relating to us, to the Services or the Consumers that is not known to the general public, including any information identifying or unique to specific Consumers; reports, insights, trade secrets, processes, operations, style of works, or apparatus, or to the production, sales, shipments, purchases, transfers, identification of customers, inventories, or amount or source of any income, profits, losses, or expenditures and other information about the Services, data derived from the Services except for data arising from the sale of your Products comprising of Products sold, prices, sales, volumes and time of the transaction; and technical or operational specifications relating to the Services. For the purposes of the Agreement, Consumer personal data constitutes Confidential Information at all times.

“Consumer” means the final customer of the Products.

“Consumer Terms” means the consumer terms and conditions, as amended from time to time, pursuant to which Consumers purchase Products.

“Contributions” has the meaning ascribed to it in Section 5.

“Counterfeit Products” means Products that are or contain items misrepresented as having been designed, produced, and/or sold by an authorised manufacturer, or merchant including unauthorised copies, replicas or substitutes.

“Credentials” means your e-mail address, password and/or any other access keys you, your Authorised Signatory or other Administrative Users use to access your Merchant Account.

“Defective Products” means Products which are faulty, deficient, damaged, fake, date-expired, incomplete in any respect or suffer from any shortcoming or imperfection, do not meet quality standards, harmful, from an unauthorized source/distributor/manufacturer, or unfit for the intended purpose for which they are sold or used or unfit for use or consumption.

“Digital Products” means all digital top-up cards, codes and other products, content and/or software made available in the Marketplace.

“E-invoices” means any valid electronic tax invoices in accordance with Applicable Law to be generated and issued to the Consumer in respect of a purchase of Product(s).

“E-invoicing Services” means the solution made available to the Merchant, enabling the electronic generation, validation, submission and issuance of invoices in accordance with Applicable Law.

“Fees” means all fees and amounts payable by you to us under the Agreement, which may include any referral fees, warranty fees, commission fees, storage fees, warehousing fees and any other applicable fees for any of the Services that we may provide to you, such fees being agreed between us and you in writing.

“Intellectual Property Rights” means all patent rights, copyrights, semiconductor topography rights, rights in software, moral rights, trade mark and/or service marks, logos, rights in or relating to databases, rights in or relating to confidential information or trade secrets, rights in relation to domain names and any other proprietary rights (registered or unregistered) throughout the world, including all rights of reversion and rights to any applications and pending registrations and the right to sue for and recover damages for past infringements.

“KSA” means the Kingdom of Saudi Arabia.

“Marketplace” means the digital marketplace made available by us to; (a) you through the Portal, which allows you to list and sell Products to Consumers; and (b) Consumers for purchasing Products.

“Merchant” means any person or organization that uses the Services to sell Products to Consumers on the Marketplace, including self-employed workers unless the context requires otherwise.

“Merchant Account” means the electronic account you open with us on the Portal for the purposes of registration and selling Products.

“Net Sales Proceeds” means all proceeds received from the sale of the Products through the Marketplace after deducting:

  1. all applicable Taxes;
    1. Fees;
    2. any shipping and handling as applicable;
    3. any payments withheld under the Agreement; and
    4. any other charges payable by you to us arising out of or in connection with this Agreement.

“Onboarding Documents” includes:

  1. complete legal name (and name of your store, if different), type of store, logo, registered address, contact details such as email and phone numbers (including that of the Authorised Signatory and all Administrative Users);
    1. a valid commercial license and registration, or similar, permitting you to sell the Products in the KSA;
    2. VAT registration certificate, as applicable;
    3. bank details (bank name, beneficiary name, account number, IBAN);
    4. valid payment card information relating to payment cards accepted by us;
    5. notarized power of attorney (or similar authorisation letter issued in the name of the Authorised Signatory);
    6. valid identification documents of the Authorised Signatory; and
    7. any other information or documents that we may request from time to time.

“Policies” means all of our policies, notices, procedures, specifications, frequently asked questions (“FAQs”), guides, and guidelines that are provided or made available to you, appear on the Portal or are referenced in this Agreement including but not limited to our Privacy Policy.

“Portal” means the App, the Site and related tools made available by us to you, for you to create your store and Merchant Account.

“Products” means all physical goods, products, services, and/or Digital Products, that you have offered for sale to Consumers through the Marketplace.

“Product Liability” any and all liability arising out of the sale of Defective Products.

“Product Liability Claims” any and all claims made by Consumers, regulatory bodies, authorities or any other third parties that arise out of or in connection with Product Liability.

“Required Documents” include brand authorization letters, trademark registration certificates, documents relating to product registration and any other documents relating to the Products requested from you from time to time.

“Services” means any or all services provided by us to you, the terms and conditions of which are further detailed in this Agreement and our Policies, or any other services agreed between us and you in writing from time to time, including enabling your access to the Portal.  

“Shopping Gate IP” means the Portal (including the Site and the App) and any reports, software (including without limitation developer tools, sample source code, and code libraries), data, materials, content and printed and electronic documentation (including any integration guides), and underlying data (including threat data, usage data and other aggregated or anonymized data) in or generated by the Portal; any related documentation, specifications and know-how; and any updates, code fixes, modifications design elements, branding, and proprietary technology or processes used in or related to the Portal or derivative works of any of the foregoing provided by us or our Affiliates to you to access or use or otherwise download, including this Agreement. For the avoidance of doubt, Shopping Gate IP does not include any software, data or other materials specifically made available by us or our Affiliates under separate license terms or that were created by a third party, including without limitation software provided under an open-source license.

“Site” the current version of the website available at URL: https://www.shoppinggate.app or any other URL, along with any successor or replacement of such website.

“Taxes” means any and all taxes and duties, including without limitation, sales, use, transfer, VAT, withholding, and other statutory, governmental, state, local governmental or municipal impositions, duties, contributions, deductions, withholdings, and levies assessed, incurred, or required to be collected, paid, or withheld for any reason in connection with any request for or performance or use of the Marketplace, your use of the Portal, the selling of any Products or the Services, or otherwise in connection with any action, inaction, or omission by you or any affiliate of yours and whether of the KSA or elsewhere whenever imposed.

“Trademarks” any trademarks that you provide us with: (i) in non-text form for branding purposes; and (ii) separate from (and not embedded or otherwise incorporated in) any Product specific information or materials.

“VAT” means value added tax, as applicable in KSA.

  1. References to 'sections' shall correspond to the numbered sections within the Merchant Terms.
  2. A reference to legislation or a legislative provision is a reference to it, as amended or re-enacted.
  3. Any words following the words “include”, “includes”, “including”, “in particular” or any similar words or expressions will be construed without limitation and accordingly will not limit the meaning of the words preceding them. 
  4. A reference to a ‘person’, means any natural person (except a minor under Applicable Law) or juridical person under Applicable Law, including a limited liability company, a partnership, foundation and public or private joint stock company.
  1. REGISTRATION
    1. Whilst you may engage with us free of charge, you acknowledge that without creating a Merchant Account, your use of the Services will be limited.
    2. In order to list and sell Products on the Marketplace you must first register for a Merchant Account through the Portal or complete and submit the Application Form. As a part of the registration process for the Merchant Account, you must provide us with the Onboarding Documents. All fields marked as ‘mandatory’ on any forms issued to you on the Portal to complete as part of your registration process must be populated before you will be permitted to access the Portal to list and sell Products on the Marketplace. 
    3. We reserve the right to at any stage of your use of the Services, request any additional information from you, including the Required Documents as well as any other information requested to enable us to complete the registration process for the Merchant Account, provide the Services or for compliance with Applicable Law. Any personal data provided to us, including that of the Authorised Signatory (as a part of the registration process) and Administrative Users will be handled in accordance with the Privacy Policy.
    4. You:
      1. must provide current, complete, and accurate information in the Onboarding Documents and Required Documents and maintain it as complete and accurate during your use of the Services. You shall be liable for the correctness and validity of all information you provide to us at all times; and
        1. authorise us to make, directly or through any third party, any inquiries we consider necessary to validate information that you provide to us, including cooperating with us and other reliable third parties engaged by us to verify the authenticity of Products, if required.
    5. By applying to open a Merchant Account to sell Products you represent and warrant that:
  1. you are lawfully permitted to enter into and form legally binding contracts under Applicable Laws;
    1. you hold relevant licenses and have appropriate registrations for the purposes of offering Products or operating online stores either directly or through the Marketplace in KSA;
    2. you are not a person barred from using the Marketplace under Applicable Law; and
    3. you have not previously had a registration application for a Merchant Account declined or a Merchant Account terminated.
  1. You acknowledge and agree that the continued availability of the Services provided by us is at our sole discretion. We may suspend or cancel any of the Services we provide, temporarily or permanently, at any time. You further understand that we reserve the right to defer or suspend activation of the Merchant Account for reasons including a reasonable suspicion that:
  2. you do not meet the eligibility criteria (whether in whole or in part) stated in Section 4.5 above;
  3. the Onboarding Documents and Required Documents are untrue, incomplete, inaccurate and/or invalid;
  4. you are conducting your business in contravention of the activities listed on your trade license; and
  5. any other reason that we may deem fit at our discretion.
    1. We treat all activities in respect of a Merchant Account to be yours. You are responsible for nominating your Authorised Signatory while registration for a Merchant Account, all Administrative Users and each Administrative User’s respective role and level of access. You may include additional Administrative Users through the ‘Dashboard’ and ‘Role Management’ functionalities, made available on your Merchant Account on the Portal. Your Authorised Signatory and Administrative Users must only use the Merchant Account to participate on the Marketplace on behalf of you and not any other person or entity.
    2. The Credentials will be used to access your Merchant Account on our Portal and for communications with you. You, your Authorised Signatory and all Administrative Users are responsible for maintaining the secrecy and security of the Credentials. Neither you, your Authorised Signatory or nominated Administrative Users should disclose the Credentials to any third party. If any Credentials are compromised, you must notify us immediately by email at support@shoppinggate.app, so that we can suspend use of your Merchant Account with our Services in order to avoid unauthorized actions. We assume no obligation to verify the authenticity of any instruction received from you, your Authorised Signatory or nominated Administrative Users, or alleged to have been sent by you, your Authorised Signatory or nominated Administrative Users through methods other than verification of Credentials, or other verification processes we may use at our sole discretion.
    3. Once your registration application has been accepted and you have been granted access to the Portal, you can access the Marketplace by logging into the Portal and following the instructions provided on the Portal interface to upload information about and list Products (including but not limited to linking your multi-channel online stores).
  6. ACCEPTABLE USE AND CONTRIBUTIONS
    1. Whenever you use the Services or interact with the Marketplace in any way, you must comply with the obligations and restrictions set out in this Section. You must comply with any instructions that we give you regarding your use of the Marketplace.

Acceptable uses.

  1. You may not use the Marketplace:
  2. in any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect;
  3. directly or indirectly, for or in connection with money laundering, terrorist financing, or other illicit financial activity, or in any way in connection with the violation of any Applicable Law;
  4. for the purpose of harming or attempting to harm us, the Marketplace, any Consumer or another user of the Marketplace in any way;
  5. to bully, insult, intimidate or humiliate any person;
  6. to submit, use or re-use any material which does not comply with our content standards (as set out in this Section);
  7. to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam); or
  8. to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
    1. You also agree:
  1. not to reproduce, duplicate, copy, modify, create derivative works from, frame, download, or resell any part of the Marketplace in contravention of the provisions of the Agreement;
    1. not to conduct, facilitate, authorise or permit any text or data mining or web scraping in relation to any data accessed on the Marketplace (including using, permitting the use of, or attempting the use of any automated device, program, tool, algorithm, code, process or methodology); and
    2. not to use, or permit the use of, any content, data, text, images, or any other materials from the Marketplace or the Portal for the purpose of training, fine-tuning, or developing AI models, including but not limited to large language models (“LLMs”), machine learning algorithms, or automated systems, including:
      1. using any manual, automated, or AI-powered methods to collect, store, or process any content from the Marketplace or the Portal for model training, dataset creation, or algorithmic development;
        1. submitting any content from the Marketplace or Portal into any AI training dataset, machine learning framework, or generative AI system; and
        2. using the Marketplace or Portal in a manner that facilitates or enables AI-driven content generation, automated summarization, or any other AI-powered function that reproduces or repurposes content from the Marketplace or Portal.
    3. not to access without authority, interfere with, damage or disrupt:
      1. any part of the Marketplace;
      2. any equipment or network on which the Marketplace is stored;
      3. any software used in the provision of the Marketplace; or
      4. any equipment or network or software owned or used by any third party.

Content Standards.

    1. These content standards apply to any and all content or other material which you post, list, upload or otherwise contribute to the Marketplace, through your Merchant Account on the Portal, including your Trademarks and Product related terms of sale (“Contribution”). The standards apply to each part of any Contribution as well as to its whole. We will determine, in our sole discretion, whether a Contribution breaches the content standards.
      1. A Contribution must:
  2. be accurate (where it states facts); and
  3. comply with all Applicable Laws.
    1. A Contribution must not:
  4. be defamatory of any person;
  5. be obscene, offensive, hateful or inflammatory;
  6. bully, insult, intimidate or humiliate;
  7. infringe any Intellectual Property Rights of us and any other person or entity;
  8. be likely to deceive any person;
  9. breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
  10. contain illegal or discriminatory content or promote any illegal or discriminatory content or activity;
  11. be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety;
  12. be likely to harass, upset, embarrass, alarm or annoy any other person;
  13. impersonate any person or misrepresent your identity or affiliation with any person;
  14. give the impression that the Contribution emanates from us, if this is not the case;
  15. advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse; or
  16. contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism.
    1. You warrant that any such Contributions (including your Product related terms of sale) comply with the standards set forth in this Section 5 and any other requirements under the Applicable Laws, and you are liable to us and shall indemnify us for any breach of such standards.
    2. You are solely responsible for securing and backing up your Contributions.
    3. Any content you submit to the Marketplace will be considered non-confidential and non-proprietary. You retain the ownership of all Intellectual Property Rights in your Contributions, but you grant us a royalty-free, non-exclusive, worldwide, right and license for the duration of the Agreement to use, reproduce, display, manage, distribute and store any and all of your Contributions (including all Trademarks) for the Services, and to sublicense the foregoing rights to our Affiliates and approved third parties. We will not alter any of your Trademarks from the form provided by you (except to re-size Trademarks to the extent necessary for presentation on our Marketplace, so long as the relative proportions of such Trademarks remain the same) and will comply with your removal requests as to specific uses of your Contributions, provided however, that nothing in the Agreement will prevent or impair our right to use the Contributions without your consent to the extent that such use is allowable without a license from you or your Affiliates under Applicable Law.
    4. We are under no obligation to compensate you for any use of your Intellectual Property Rights under this Agreement or any other use on the Marketplace.
    5. You specifically represent and confirm that the Products do not infringe any third-party Intellectual Property Rights. If we are notified by another Merchant, Consumer, brand owner or a third party, or via a court, administrative or government order that the Products or a portion or Product branding violates the Intellectual Property Rights of a third party (whether registered or unregistered), we may remove such Products (and related Contributions) from the Marketplace in our sole discretion and without incurring any expense or liability, or ask you to remove such Products within a reasonable timeframe notified in writing. You shall be liable and responsible for any claim by a third party for infringement of Intellectual Property Rights arising from the listing, sale or use of the Products.
    6. In addition to the other provisions of this Section 5, we reserve the right to impose additional acceptable use terms in relation to the operation of the Merchant Account and the provision of any Services.
  17. SERVICES AND ORDERS

Services

    1. We provide Services to you to enable you to offer your Products to Consumers registered on the Marketplace. You acknowledge that unless otherwise agreed by us or our Affiliates, we are not the buyer of the Products you sell on the Marketplace and the contract arising from the sale of any Product will be between you and the relevant Consumer. We will not have any liability or responsibility arising out of or in connection with such contract.  
    2. Depending on the business model, the Services provided by us, any of our relevant Affiliates or other third parties, may include:
      1. access to the Marketplace through the Portal;
        1. order management warehousing and fulfilment (e.g. communication with a Consumer on his/her purchase, obtaining payment from a Consumer and organising delivery);
        2. shipping the Product from your warehouse/premises to the Consumer;
        3. processing of payments from Consumers; and/or
        4. any other related Services that we may introduce from time to time.
    3. For the avoidance of doubt, where we make available warehousing, storage, and fulfilment Services, such Services shall be provided by third-party service providers on behalf of Merchants, and Merchants shall not engage such services directly.
    4. You hereby agree to be bound by any additional terms and conditions which we may impose in our Policies depending on the Services you elect to avail. All such Policies are deemed to be incorporated into and form a part of the Agreement.
    5. We reserve the right to determine the content, appearance, design, functionality and all other aspects of the Marketplace and the Services (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of the Marketplace and the Service and any element, aspect, portion or feature thereof, from time to time), and to delay or suspend listing of, or to refuse to list, or to de-list, or to require you not to list, any or all Products in our sole discretion. We may also, in our sole discretion, withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or cancel any of your sale transactions if we consider it necessary for legal purposes or to ensure compliance with the Agreement and Applicable Laws.
    6. We will monitor your performance on key metrics through the Portal, including:
  1. new orders;
    1. return orders;
    2. cancellations or rejections;
    3. completed orders;
    4. negative feedback on Products from Consumers;
    5. order processing speed;
    6. illegal non-compliant Products (whether Defective Products or Counterfeit Products); and
    7. sales performance.
  1. In case of any unsatisfactory performance on any of the above metrics, we may issue warnings to you and have the right to suspend or block the Merchant Account without notice and without liability (including removing all your Product listings). Additionally, we reserve the right to charge any additional Fees and/or penalties at our discretion and in accordance with this Agreement.

Orders

 

  1. When a Consumer places an order for a Product on the Marketplace this will be deemed an offer by them to purchase the Product(s). The Consumer will receive a communication (including but not limited to via email, SMS, the App, Site, etc.)from us to confirm receipt of payment, once they have completed the payment. You will also receive an email notifying you of the order, along with an update on the Portal. If you can fulfil the order, you must promptly (and in any event within 3 hours or as otherwise we communicate to you in advance) change the status of the Order on the Portal which will then prompt an email to be sent to the Consumer either confirming their order or declining the order. The contract for sale between you and the Consumer is formed when you confirm the order.
    1. We may also make available a tool which allows you to automatically accept orders placed by Consumers for Products. Where you opt-in to use such tool, you acknowledge and agree that:
      1. any order automatically accepted through the tool will be deemed to have been accepted by you, without any intervention or review by us;
      2. you are solely responsible for ensuring that you have the capacity to fulfil all automatically accepted orders in accordance with this Agreement;
      3. we shall have no liability to you, the Consumer, or any third party for any issues arising from your use of the automatic acceptance tool, including but not limited to overselling, inventory discrepancies, or inability to fulfil an order; and
      4. you may disable the automatic acceptance tool at any time via the Portal.
    2. We reserve the right to disable your use of the automatic acceptance tool at any time and without prior written notice, including but not limited to where:
      1. we have reasonable grounds to believe that you are unable or unlikely to fulfil orders in accordance with this Agreement;
      2. we receive multiple Consumer complaints regarding unfulfilled or delayed orders;
      3. you fail to maintain accurate stock levels, leading to repeated order cancellations; or
      4. disabling the tool is necessary to comply with any Applicable Law or a request from a regulatory authority.
    3. Where you have accepted the order, you will then promptly process and dispatch the relevant Products to the Consumer and update the status of the order on the Portal. Once you have changed the status of the Order on the Portal, the Consumer will receive an email confirming that specific Product(s) are being sent. If you cannot accept or fulfil an order, you must promptly (and in any event within 3 hours or as otherwise we communicate to you in advance) update the Portal and an email will be sent to the Consumer confirming that their Order has not been accepted.
    4. Rejection of an order otherwise than in accordance with our Agreement, or failure to fulfil an Order in accordance with our Agreement may constitute a material breach of the Agreement.
    5. The terms on which the contract between you and the Consumer is formed will relate to the specific Product(s) whose dispatch is confirmed when you confirm the order.
    6. We will facilitate the sale of Products between you and Consumers through the use of the Portal and e-mail communication services operated and managed by us, together with the Marketplace.
    7. Subject to the relevant provisions under Section 7.3, we will not be responsible for any orders placed by any Consumer, and you will be wholly responsible for managing any and all orders, sales, complaints, refunds and other enquiries you receive from the Consumer in accordance with this Agreement.
    8. We do not guarantee the volume of orders or revenue you will receive through the Marketplace.
  2. YOUR OBLIGATIONS
    1. You agree to the following binding obligations:
      1. provide accurate information and content of Products (including descriptions, pictures, specifications, age ratings, all information regarding safety, compliance, industry standards etc);
        1. comply with any style guides, brand guidelines, rules or any other specifications provided by us from time to time;
        2. promptly update any information in real time about your Products on the Marketplace so that the information is at all times accurate and complete;
        3. if applicable, deliver Products in accordance with the labeling and packaging requirements and other instructions we notify you of in writing;
        4. package and transport the Products safely and in a ship worthy manner so that there is no adverse effect on the quality or condition of the Products;
        5. obtain all necessary documentation, permits and consents to deliver the Products;
        6. any shipment, delivery and/or return of Products in accordance with the Agreement shall be in accordance with the relevant Policies. You agree and acknowledge that time is of essence for shipment and delivery of the Products;
        7. where applicable, arrange pick-up of Products that are the subject of a return, replacement or exchange request or are otherwise rejected by us at the quality check stage;
        8. accept without contesting, a returned Product where we or a Consumer have the right to return the Product;
        9. replace or exchange a Product returned by a Consumer; and
        10. be responsible for any public or private recall and/or safety alerts relating to the Products. You will promptly notify us of any potential recalls, recalls and/or safety alerts.
    2. You understand that once you have accepted an order, you cannot cancel the order for any reason except as permitted under Applicable Law. You acknowledge that you will be liable for any costs or expense arising out of such cancellation, including any refund made by us to any Consumer or any compensation which is paid or in our opinion is payable to any Consumer pursuant to such cancellation.
    3. Furthermore, you agree that:
  1. at our sole discretion, we may, for operational or any other reason, choose to purchase the Product from you and resell to the Consumer; and, in such case, your obligations relating to Products, warranty, returns, and payment terms, will remain applicable to the Consumer who first made the order on the Marketplace as if the sale was directly to that Consumer;
    1. you retain all title to Products until delivered and paid for by a Consumer, and at no point during the provision of our Services will we have title to the Products (except in circumstances where Section 7.3(a) of the Merchant Terms applies, whereby the ownership of the Product(s) shall transfer fully to us and we in our sole discretion can re-sell in any manner as we may deem fit); and
    2. unless otherwise agreed between the parties, the primary invoicing relationship is between you and the Consumer, therefore, you will not issue any invoices to us for the Products. Only a packing list or delivery slip can be issued to us.
  1. In order to facilitate transactions between you and the Consumer, we may raise invoices and credit notes on your behalf, based on the VAT registration details you provide to us. You agree to receive such invoices and credit notes in electronic format.
    1. You shall be responsible for setting the minimum and the maximum price for the Products through the Portal. All orders placed by the Consumers that fall within the price range selected by you shall be final and you undertake to fulfill all such orders. You acknowledge that you shall be liable for all costs or liabilities arising due to any pricing errors arising due to inputs provided by you on the Portal.
    2. You are responsible for ensuring that:
  1. you are duly authorised to sell the Products on the Marketplace;
  2. the Products you offer for sale have been legally imported (if applicable) and offered for sale in KSA;
  3. all Products comply with all applicable relevant regulations, including with respect to quality, safety, public interest, religious sentiments, certifications, and sustainability;
  4. the sale of the Products does not infringe any third party’s Intellectual Property Rights or right to sell such Products; and
  5. you shall not supply Defective Products to us or the Consumers.
    1. In the event you opt in for E-invoicing Services, you agree to the following:
  1. we will submit all your E-invoices to applicable regulatory authorities; 
  2. you are obligated to consistently ensure the accuracy of details provided, including adhering to the correct VAT rate for the Products, to support the effective generation, issuance, and submission of E-invoices;
  3. you are required to accurately identify and declare any Products listed on the Portal that qualify for VAT exemption, taking on the responsibility to correctly categorize and periodically revise the tax status of the Products in accordance with Applicable Law on VAT;
  4. you must furnish any information and materials that may be reasonably necessary for the provision of the E-invoicing Services, guaranteeing the completeness and accuracy of such information in all significant respects;
  5. if you operate more than one branch through the Portal, connected to the same VAT and
  6. take any and all steps to ensure compliance with Applicable Law.
    1. You further agree and acknowledge that:
  1. we reserve the right to amend the specifications of the E-invoicing Services without notice if we are required to do so by any applicable statutory authority, regulatory requirement, or if the requirement will not materially affect the nature or quality of the services.
  2. If any document or information uploaded by you is inaccurate or misleading in any way, we reserve the right to immediately stop the provision of E-invoicing Services.
  3. In the event of any failure or delay by us in the provision of E-invoicing Services, we shall not be responsible for any costs or losses that you sustain or incur that arise directly or indirectly from our failure or delay to provide the E-invoicing Services.
  1. FEES AND PAYMENTS
    1. You are responsible for the payment of the Fees for the Services. We, our relevant Affiliates or any third parties engaged to provide the Services may charge you for Services including:
      1. listing Products;
      2. a percentage of a sales transaction in respect of a Product;
      3. using our delivery and logistics services;
      4. payment processing fees, chargeback or related fees;
      5. any Taxes we may incur in providing you the Services;
      6. costs we may incur if you breach the Agreement; and
      7. any other fees in relation to any Services agreed between you and us.
    2. You can verify sales reports through the Merchant Account and the report will include the Net Sales Proceeds.
    3. Without prejudice to our right to withhold or deduct any amounts in accordance with the Agreement, the Net Sales Proceeds will be paid to your bank account. Net Sales Proceeds can be credited only to bank accounts designated by you. We shall not be liable for any incorrect bank account details provided by you, and the consequences thereof.
    4. To authorize payments to you, we may be required to create an account for you with our third-party payment processors, including accepting their standard terms and conditions and submitting your details to them on your behalf. You hereby consent to and authorize us to submit your details to such third-party payment processors on your behalf and we shall not be liable for any damage or loss you may incur as a result.
    5. We may refuse to execute any transactions or orders or other use of the Services if we have reasonable grounds to suspect fraud, a breach of the Agreement by you or a violation of law. Transactions may also be delayed due to our or a third party's compliance with its obligations under applicable anti-money laundering legislation, including if we or the relevant third party suspect the transaction involves fraud. In the event that we refuse to execute a transaction or order or other use of the Services, you will be notified, we may withhold any payments to you and we will provide you with objectively justifiable reasons for the refusal, unless it is unlawful for us to do so, or would compromise reasonable security measures.
    6. Without prejudice to our other rights and remedies, you acknowledge our right to:
      1. withhold all and any amounts owing to you and to recover from such amounts all losses or damages suffered by us, Consumer or any third party; and
      2. to suspend the Merchant Account or terminate your access to the Merchant Account and/or Services.
    7. Following suspension or termination of your Merchant Account or your use of the Services, you acknowledge our right to set off against any payments to be made to you, an amount determined by us to be adequate to cover chargebacks, refunds, adjustments or other amounts owed to us, paid or payable to Consumers or any third parties in connection with the Agreement.
    8. You acknowledge and agree that in line with the Applicable Law, it is always your responsibility as a Merchant to ensure that E-invoices for all the transactions on the Marketplace are generated and issued by you.
  2. TAXES, DUTIES AND VAT
    1. You acknowledge and undertake to comply with all Applicable Laws, (including all applicable tax laws in the KSA) and fulfill your obligations to the tax authorities in a timely and complete manner, including keeping any tax registration certificates up to date.
    2. All sums payable by you are exclusive of any Taxes (including VAT) that may be chargeable. You shall pay VAT in respect of all taxable supplies made in connection with the Services.
    3. You will be solely responsible for the collection, reporting, and payment of any and all Taxes as applicable in relation to sales and/or services made to the Consumers. You agree to bear any applicable Taxes and/or other charges levied thereon as may be applicable to the sale of Products. You, as a Merchant, agree that you must issue correct and complete invoices as per prevailing Applicable Laws, including on E-invoices. Notwithstanding anything contained in the Agreement, you, as a Merchant shall be solely responsible for any liability that shall be imposed on us or you as a result of your failure to comply with tax requirements.
    4. We shall reserve the right to amend, update and change relevant terms, based on any amendment or clarification or such other similar update from the tax authorities in the country of operation.
    5. You acknowledge and agree that your operations shall be conducted at all times in compliance with all applicable anti-money laundering laws, regulations, rules, and guidelines the KSA and no action, suit or proceeding by or before any court or governmental authority involving you or your subsidiaries with respect to any Applicable Law, to the best of your knowledge, pending, threatened or contemplated.
  3. TERM AND TERMINATION
    1. This Agreement commences on the Effective Date and will continue unless and until terminated in accordance with the provisions in this Agreement.
    2. You may at any time terminate your use of any Service by providing thirty (30) days’ prior written notice of termination to us. Subject to Section 10.3, we may terminate your access to the Marketplace and/or use of any Services or terminate the Agreement for convenience at any time with thirty (30) days’ advance written notice and without the need of obtaining any court order.
    3. Without limiting the foregoing, if during the term of this Agreement:
  1. you violate, breach, abuse or exploit the terms of this Agreement, including without limitation:
    1. you provide or have provided false, incomplete, inaccurate, or misleading information (including without limitation any Onboarding Documents or Required Documents);
  1. you misuse Credentials not belonging to you;
    1. you use invalid addresses, e-mail addresses or mobile numbers; or
    2. other activities conducted with the intention to cause loss to us;
    3. you engage in fraudulent or illegal conduct;
    4. you become insolvent, or your financial position deteriorates to such an extent that we believe your ability to fulfil your obligations under this Agreement is at risk;
    5. we reasonably consider that, your access to the Marketplace could expose us to disrepute, contempt, scandal or ridicule;
    6. we reasonably determine or receive information or notice from the competent government body that you are not meeting your relevant legal or tax obligations;
    7. we have security concerns regarding the Merchant Account, including the Credentials, or our systems;
    8. we suspect unauthorized or fraudulent use of the Merchant Account or our Services;

we may at our sole discretion and without prejudice to any of our rights and remedies and without any liability to you:

  1. immediately, temporarily or permanently withdraw your access to the Marketplace by blocking your Merchant Account or suspending the Services;
    1. issue a warning to you;
    2. commence legal proceedings, as appropriate, against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from any such breach; and/or
    3. disclose such information to competent governmental bodies as we reasonably deem necessary or as required by Applicable Law.
    4. If your Merchant Account has been suspended temporarily pursuant to Section 10.3. above, we will either reactivate the Merchant Account or Credentials, or replace them as needed, once the reasons for the suspension have been resolved.
    5. If your Merchant Account has been closed or blocked and your access to our Services has been withdrawn for any reason, all your Contributions on the Portal will be removed and your Merchant Account will be marked as such. Deactivation of the Merchant Account does not prejudice our rights to pursue and claim any debt or receivables of any kind owed to us by you.
    6. On termination of the Agreement, all related rights and obligations under the Agreement immediately terminate, except that:
      1. you will remain responsible for performing all of your obligations in connection with the Consumer orders which have been initiated and accepted before termination and for any liabilities that accrued before or as a result of termination; and
      2. Sections 8, 9, 11, 13, 14, 15 and 16 of the Merchant Terms shall survive the termination of the Agreement.
  2. INTELLECTUAL PROPERTY
  1. All Intellectual Property Rights in and to the Shopping Gate IP shall remain our sole property.
  2. You shall not use, or permit to be used, any Shopping Gate IP, including our name, trademarks or logos in any advertisements, promotional literature or information without our prior written consent. Where such consent is provided, the use of our name, trademarks and logos shall be strictly in accordance with the permission and direction provided by us.
  1. DISCLAIMER AND GENERAL RELEASE
    1. The Marketplace is provided “as is” and on an “as available” basis. In particular, we and our Affiliates (and their licensors) do not represent or warrant to you that:
  1. the use of the Marketplace will meet your requirements;
    1. the use of the Marketplace will be uninterrupted, timely, secure or free from error; and
    2. any information obtained by you as a result of the use of the Marketplace will be accurate or reliable.
  1. As a user of the Services, your use of the Marketplace (including the Portal) and the Services are at your own risk. We do not make any representation or warranty of any kind, whether express or implied in relation to the Marketplace, the Services or any content, provided through the Marketplace including, without limitation, any warranties in relation to fitness for a particular purpose or infringement of the rights of third parties or compatibility with any or all systems or in relation to the quality, completeness, accuracy or reliability of the Marketplace, the Services and all content provided through it.
    1. As we are not involved in transactions between you and Consumers or other participant dealings, if a dispute arises between one or more participants, each participant releases us (and our agents and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
    2. We may provide storage Services in accordance with this Agreement. At all other times, you will be solely responsible for any loss of, or damage to, any Product. Our confirmed receipt of delivery does not:
      1. indicate or imply that any Product has been delivered free of defect or damage, or that any defect or damage to any Product later discovered occurred after confirmed receipt of delivery;
      2. indicate or imply that we actually received the number of units of your Product(s) specified by you for such shipment; or
      3. waive, limit, or reduce any of our rights under the Agreement. We reserve the right to change, scheduling restrictions and volume limitations on the delivery and storage of your inventory at out fulfillment centers, and you agree to comply with any of these restrictions or limitations.

 

  1. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS
    1. You represent and warrant that:
      1. you are duly organized, validly existing and in good standing under all laws applicable to you in your jurisdiction of incorporation and you hold and will maintain all applicable registrations and other authorizations needed to conduct business as contemplated under this Agreement;
      2. you, the Authorised Signatory and all nominated Administrative Users have all requisite right, power, and authority to enter into the Agreement, perform any actions, and grant the rights, licenses, and authorizations in the Agreement;
      3. any information provided or made available by one party to the other party or its affiliates is at all times accurate and complete;
      4. you are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including the lists maintained by the United Nations Security Council, the Government of United States of America (“US”) including the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list, Office of Foreign Assets Control, and the US Department of Commerce’s Entity List, the European Union or its member states, or other applicable government authority;
      5. you will comply with all Applicable Laws in performance of its obligations and exercise of its rights under the Agreement;
      6. you comply with all applicable data protection laws including data protection laws as applicable in the KSA;
      7. in relation to the Products offered for sale by you on the Marketplace, you confirm that:
  1. you hold clear title to the Products;
    1. you are either the lawful owner or the authorised licensee or authorised distributor of your Contributions (including Trademarks);
    2. Products conform to the required quality and safety standards in the KSA (including as set forth by the Saudi Standards, Metrology and Quality Organisation);
  1. unless stated otherwise on the Marketplace, all Products are new (and not refurbished or used), are genuine, free from any defects, not misbranded, misrepresented or mislabeled;
    1. you are solely responsible for any liability arising from the purchase and use of your listed Products by Consumers or other third parties;
    2. you have obtained all relevant approvals, authorisations, consents, licenses, permissions necessary to offer the Products for sale on the Marketplace from all relevant regulatory authorities;
    3. you agree to provide all necessary after-sale services for the Products, including warranty and replacement services. While we may assist with communication to ensure timely responses to Consumers, you will indemnify us against any claims related to these services;
    4. you have the authority to grant the licences granted to us by you under the Agreement and any Contributions you submit as part of your use of the Services and any Products that you list do not violate the rights of any third party anywhere in the world including any Intellectual Property Rights (whether registered or not); and
    5. any descriptions relating to the Products including specifications, dimensions, ingredients, restrictions and disclaimers provided by you are correct and accurate. If the description and/or dimensions are not correct, you will be liable for any additional shipping costs that might be incurred.
    6. You represent and warrant that access to and custody of your Credentials and the Merchant Account on the Marketplace shall always remain with competent persons(s). You shall procure that your representatives are authorized to use the Marketplace and the Services and shall use the Marketplace and the Services with due care.
    7. You understand that Shopping Gate is a technology platform and you wish to use our technology and services to sell your Products to Consumers. We cannot and do not guarantee that you and Consumers concerned will perform transaction(s) concluded on the Marketplace. We shall not and are not required to mediate or resolve disputes or disagreements between you and the Consumers.
    8. You undertake that you are responsible for all Product Liability and Product Liability Claims.
  2. ANTI-COUNTERFEITING
    1. The listing or sale of Counterfeit Products on the Marketplace is prohibited.
    2. You will not display or offer any Products for sale that belong to another person or which infringe upon or violates any third party’s Intellectual Property Rights; or products which promote an illegal or unauthorized copy of another person’s work or is fraudulent or involves the sale of counterfeit or stolen items or which violates Applicable Law.
    3. We reserve the right to verify and determine whether the Products sold on the Marketplace are original and authentic. In the event we, at our sole discretion, determine a Product is a Counterfeit Product we may withdraw all Products listed by you, impose a penalty without the need of obtaining a court order and terminate this Agreement. This penalty shall be in addition to any fine or levy imposed by any governmental authority or agency.
    4. You agree to our right to withhold any amounts due and payable to you by us pending the resolution of any issues relating to Counterfeit Products, including any internal investigations or settlement of such issues with Consumers and/or third parties.
  3. LIMITATION OF LIABILITY
    1. Nothing in the Agreement will exclude or limit our liability for losses which may not be lawfully excluded or limited by Applicable Law.
    2. Subject to Section 15.1., in no event will we, our Affiliates, and our and their directors, officers, agents, employees, suppliers, subcontractors or licensors be liable, whether based on an action or claim in contract, tort, negligence, breach of statutory duty or otherwise arising out of or in relation to this Agreement for any:
      1. loss of profit, sales, revenue or business;
      2. loss of anticipated savings;
      3. loss of goodwill or reputation;
      4. loss of agreements, contracts or other business opportunities;
      5. interruptions;
      6. loss of data; or
      7. any indirect or consequential losses.
    3. In addition, to the extent permitted by Applicable Law, we (including our parent company, subsidiaries and Affiliates and our and their directors, officers, agents, employee, suppliers, subcontractors or licensors) are not liable, and you agree not to hold us responsible, for any damages or losses resulting directly or indirectly from:
      1. your Contributions;
      2. sale of Defective Products;
      3. any defects or damage to a Product that occurred prior to us gaining possession of the Product;
      4. damage to your hardware device from the use of our Marketplace;
      5. bugs, errors or inaccuracies of any kind in our Services;
      6. any change which we may make to the Marketplace (or the Services), or any permanent or temporary cessation in the provision of the Marketplace (or any features within the Services);
      7. any delays, disruptions or malfunctions of the Marketplace;
      8. the deletion of corruption of or failure to store any communications data maintained or transmitted by or through your use of the Marketplace;
      9. your failure to provide us with accurate information (including Onboarding Documents and Required Documents);
      10. any fraudulent use of the Marketplace by you;
      11. the actions or inactions of third parties;
      12. a suspension or other action taken by us with respect to your use of the Services;
      13. the duration or manner in which your listings appear in search results; or
      14. your need to modify practices, content or performance or your inability to do business as a result of changes to the Agreement.
    4. Except where otherwise required under Applicable Law, we shall have no liability to you in respect of your use of the Marketplace and any use by you of the Marketplace and/or sale of any Product is at your own risk.
    5. Our maximum aggregate liability for any claims under the Agreement, our parent company, subsidiaries and Affiliates and our and their directors, officers, agents, employee, suppliers, subcontractors or licensors, to you, (including legal fees), whether based on an action or claim in contract, negligence or breach of statutory duty or otherwise, arising out of or in relation to the Agreement shall be limited to the commissions you have paid us during the prior 6 month period in respect of the sale of Products giving rise to the claim.
  4. INDEMNIFICATION
    1. You will defend, indemnify, release and hold harmless us and our Affiliates (and our and their directors, officers, agents, employees, suppliers, subcontractors or licensors) from and against any and all claims, costs, actions, suits, or demands and any related losses, damages, liabilities, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to:
      1. your non-compliance with Applicable Laws;
      2. your Products, including their offer, sale, use, labeling, packaging, fulfillment, refund, cancellation, return or adjustments thereof;
      3. your Contributions, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death (to the extent the injury or death is not caused by us), or property damage related thereto;
      4. Taxes and duties or the collection, payment, or failure to collect or pay your Taxes or duties, or the failure to meet tax registration obligations or duties;
      5. Product Liability for damage caused by your Product; or
      6. actual or alleged breach of any representations you have made.
  5. CONFIDENTIALITY AND PERSONAL DATA
    1. During the course of your use of the Services, you may receive Confidential Information. You agree that for the duration of the Agreement and 5 years after termination:
      1. all Confidential Information will remain our exclusive property except for Consumer personal data owned by the respective Consumer;
      2. you will use Confidential Information only as is reasonably necessary for your participation in the Services;
      3. you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement; and
      4. you will retain Confidential Information only for so long as its use is necessary for participation in the Services or to fulfill your statutory obligations and in all cases will delete such information upon termination or as soon as no longer required for the fulfillment of statutory obligations.
    2. The obligations imposed under Section 17.1 do not restrict your right to share Confidential Information:
      1. with any governmental entity, provided that you limit the disclosure to the minimum necessary and explicitly indicate the confidential nature of the shared information to the governmental entity; or
      2. to employees, agents or subcontractors on a need-to-know basis only
    3. You may not issue any press release or make any public statement related to the Services, or use our name, trademarks, or logo, in any way (including in promotional material) without our prior written permission or misrepresent the relationship between us in any way.
    4. You will maintain the confidentiality of all Confidential Information we may provide you or which you receive as a result of your access to or use of the Marketplace, and/or the Services and will not release, disclose, use, make available or copy any such Confidential Information without our prior written consent.
    5. The provisions under this Section 17 do not apply to Confidential Information which:
      1. is known or becomes known to you directly or indirectly from a third party source not having an obligation of confidentiality to us;
      2. becomes publicly known or otherwise ceases to be secret, proprietary or confidential, except through your breach of the Agreement; or
      3. is independently developed by you.
    6. You consent and agree that we may share your information with any third parties for the purposes of providing the Services.
    7. You may only use Consumer personal data as necessary to fulfill orders and may not use any such information (including contact information) for any purpose other than fulfilling orders or providing any services in connection with the Agreement. Without prejudice to the generality of the foregoing, you must not market directly to any such Consumer nor disclose their personal data to any third party (other than as strictly necessary to complete any fulfilment obligations).
  6. PORTAL ACCESS
    1. The Portal is accessible via the World Wide Web. To use our Services, you must have access to the internet and a web browsing software. We recommend you use the latest versions of web browsers for optimal experience.
  7. COMMUNICATIONS
    1. We will communicate with you in English or in Arabic. When you visit the Portal, submit any forms on the Portal or send e-mails to us, you are communicating with us electronically. By registering on the Portal and accepting the terms of this Agreement, you affirmatively consent to receive notices electronically from us. We may provide all communications and information related to the Portal, the Services and the Account, including without limitation agreements related to the Portal and the Services, amendments or changes to such agreements or any Policies, disclosures, notices, transaction information, statements, responses to claims and other communications that we may be required to provide to you by law (collectively, “Communications”) in electronic format. Communications may be posted to you on the Portal or sent by e-mail to the e-mail address on file for you, and all such Communications will be deemed to be in “writing” and received by and properly given to you. You are responsible for printing, storing and maintaining your own records of Communications, including copies of this Agreement.
    2. You can ask to stop sending you marketing communications at any time by following the instructions set out in the footer of any marketing communication sent to you or by contacting us by email at support@shoppinggate.app. If you opt out of receiving marketing communications, you will still receive any Service-related communications that are essential for administrative or customer service purposes (for example, updates to this Agreement or checking that your Merchant Account details or Authorised Signatory details or Administrative User details are still correct).
    3. We may monitor, record, store and use any telephone, email, or other electronic communications for training purposes, to check instructions given to us, and to improve the quality of our customer service, however all personal data is collected, stored, processed, and managed in accordance with our Privacy Policy.

 

  1. GENERAL PROVISIONS
    1. Changes. We may modify the terms of this Agreement (including our Policies), or the features of the Services and/or the Portal from time to time. We will try to give you reasonable notice of any major changes; however, you are at all times responsible for reading and understanding each version of this Agreement and Policies as we publish such changes. We may change or modify the Agreement at any time with immediate effect: (a) for legal, regulatory, fraud and abuse prevention, or security reasons; (b) to change existing features or add additional features to the Services (where this does not materially adversely affect your use of the Services); and/or (c) to restrict Products or activities that we deem unsafe, inappropriate, or offensive. All such changes are deemed binding on you as soon as they are posted on the Portal, unless otherwise stated. If you do not agree to any change to this Agreement, or feature of the Services, you may terminate this Agreement and request to close your Merchant Account. 
    2. Relationship. Nothing in this Agreement creates or is intended to create any type of joint venture, employee-employer, escrow, partnership, or any fiduciary relationship between you and us or our Affiliates. Further, neither you nor us shall be deemed to be an agent or representative of the other by virtue of this Agreement. Neither you nor us is authorized to, and will attempt to, create or assume any obligation or liability, express or implied, in the name of or otherwise on behalf of the other. Without limiting the generality of the foregoing, neither you nor us will enter into any contract, agreement or other commitment, make any warranty or guaranty, or incur any obligation or liability in the name or otherwise on behalf of the other.
    3. Assignment. You may not assign or transfer any rights, obligations, or privileges that you have under this Agreement without our prior written consent. We may transfer our rights and obligations under these terms to another person (including but not limited to our Affiliates). We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the Agreement.
    4. Waiver. To be effective, any waiver by us of any of our rights or your obligations under this Agreement must be made in writing signed by us. No failure or forbearance by us to insist upon or enforce performance of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement or otherwise, constitutes a waiver or relinquishment to any extent of our right to assert or rely upon any such provision, right, or remedy in that or any other instance; rather, the same will be and remain in full force and effect.
    5. Severability. If any portion of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect and, upon our request, the court will construe any invalid or unenforceable portions in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from this Agreement and the rest of the Agreement remains in full force and effect.
    6. Entire Agreement. Except where additional terms and conditions are provided on the Portal which are Product specific, this Agreement, including without limitation the Policies, constitutes the entire agreement with respect to the subject matter of this Agreement, and supersedes and cancels all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter of this Agreement. Except as expressly provided above, no modification or amendment of this Agreement will be binding on us unless set forth in writing and signed by us.
    7. Third Party Rights. This Agreement does not create or infer any rights that are enforceable by another person who is not a party to this Agreement.
    8. Sale only in KSA. You acknowledge that the Products listed and sold on the Marketplace (and any other material made available on the Portal) is presented solely for the purpose of sale in the KSA and are in compliance with all Applicable Laws (including specifications made available by the Saudi Standards, Metrology, and Quality Organization - SASO). You may not make available the Products on the Marketplace (and the Portal) which are in accordance with specifications for use in other locations/countries other than KSA.
    9. Force Majeure. We will not be liable to you for any loss or damage or for any delay or failure in performance due to acts beyond our control whether or not such acts could reasonably be anticipated (including acts of God, legislative, judicial or regulatory acts of any provincial or the federal government, court or regulatory authority, acts of any of our subcontractors or any third party providers of goods or services to us, labour disruptions, blackouts, embargoes).
    10. Governing Law and Jurisdiction. This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be governed and interpreted in accordance with the laws of the KSA.
    11. Complaints. If you wish to make a complaint about the Services, or the Portal you can make a complaint by notifying our customer service centre by email at support@shoppinggate.app. We will ensure that all complaints are handled and addressed in a fair and timely manner.

Dispute resolution. If we are unable to resolve your complaints or issues amicably within a period of forty five (45) days from the date you reach out to us, you agree that any disputes or claims arising out of or in connection with this Agreement, including any non-contractual rights or obligations arising out of or in connection with this Agreement shall be referred to and finally resolved by the courts of the KSA.