Esaal's Merchant Terms and Conditions

Introduction

Please read these terms carefully, as they impose obligations, liabilities and other responsibilities on you in respect of your use of the Services.

Parties to this Agreement

By registering as a merchant in Esaal solutions's platform and agreeing to be bound by and abide by these terms, Merchant enters into a binding agreement with Esaal solutions and agrees to the terms and conditions outlined. If the company does not accept these terms, you must not register as a Esaal solutions merchant on behalf of that company.

Term

This Agreement commences on the date accepted by Merchant (Start Date) and continues until terminated by either party in accordance with this Agreement (Term).

Provision of Services

• Esaal solutions will perform the Services in accordance with this Agreement.
• Merchant acknowledges that Esaal solutions will only be able to provide the Services:
• once it has launched with a banking partner, which may not have occurred by the Start Date;
• once Merchant has completed all necessary onboarding through the Esaal solutions platform; and while Merchant’s POS provider has partnered with Esaal solutions and provides necessary Merchant Material to provide the Services.

Merchant:

must not edit or change any Merchant Material required to provide the Services or prevent such Merchant Material from being sent to Merchant’s POS provider; and acknowledges that if Merchant edits or changes Merchant Material required to provide the Services, or prevents such Merchant Material from being sent to Merchant’s POS provider, Esaal solutions may not be able to provide the Services.

Marketing

Each party must provide marketing support and services to the other party as agreed in writing between the parties.

Compliance with Laws

Each party must at all times and at its own cost comply with all applicable Laws.

Compliance with Esaal solutions Policies

• Merchant acknowledges and agrees that from the Start Date Merchant is subject to and must comply with the Esaal solutions Policies (other than the Network Rules), which are incorporated by reference.
• Merchant acknowledges and agrees that:
• following the Start Date Merchant will be provided with a copy of the Network Rules;
• if Merchant does not accept the Network Rules, Merchant may, by notice in writing to Esaal solutions within 10 days of receipt of the Network Rules, terminate this Agreement with effect from the date upon which such notice is received by Esaal solutions; and if Merchant does not notify Esaal solutions that it does not accept the Network Rules in accordance with paragraph (b)(ii), Merchant will deemed to have accepted the Network Rules and must comply with them from the date that is 10 days after they are received. To the extent of conflict between the Esaal solutions Policies (other than the Network Rules) and the terms of this Agreement, this Agreement will prevail. To the extent of conflict between the Network Rules and this Agreement or the Esaal solutions Policies, the Network Rules will prevail. Esaal solutions will notify Merchant of any additional Esaal solutions Policies or changes to a Esaal solutions Policy (including the date on which those additional or updated Esaal solutions Policies take effect). If there is any addition or update to the Esaal solutions Policies that is materially adverse to Merchant, Merchant may, by notice in writing to Esaal solutions, terminate this Agreement with effect from the date on which the additional or updated Esaal solutions Policies are due to take effect.

Merchant Fees

1. Obligation to pay

   If applicable, Esaal solutions will invoice Merchant for the Merchant Fees on a monthly basis in arears, on either the first or sixteenth day of the month (at Esaal solutions's sole discretion).

   Merchant must pay to Esaal solutions the Merchant Fees within 30 days of the date of each invoice issued by Esaal solutions.

2. Changes to Merchant Fees

   Esaal solutions reserves the right to review and change the Merchant Fees at any time by giving at least 30 days’ notice to Merchant.

   If Merchant does not accept any change to the Merchant Fees, Merchant may, by notice in writing to Esaal solutions within 10 days of receipt of notice of a change in Merchant Fees, terminate this Agreement with effect from the date on which the updated Merchant Fees are due to take effect.

3. Reimbursement (net down)

   If a payment to a party under this Agreement is a reimbursement or indemnification, calculated by reference to a loss, cost or expense incurred by that party, then the payment will be reduced by the amount of any input tax credit to which that party is entitled for that loss, cost or expense.

Intellectual Property Rights

1. Merchant Material

   Esaal solutions agrees that Merchant or its third party licensors will retain all rights, title and interest (including all Intellectual Property Rights) in and to the Merchant Material.

   Merchant grants to Esaal solutions a non-exclusive, royalty-free licence (including the right to sub-license) to use Merchant's name, logo, other branding and details of Merchant's website in Esaal solutions and Esaal solutions's partners’ marketing collateral (including posts on website and social media channels) during the Term and for a reasonable period of time after the end of the Term to allow Esaal solutions time to cease such use. Merchant grants to Esaal solutions a non-exclusive, royalty-free, perpetual licence (including the right to sub-license) to use Merchant Material (including the Merchant Receipt Information and the Merchant Material contemplated by paragraph (b)), without attribution and without charge, for the purposes of: performing the Services, including, after the Term, for:

   administrative purposes pertaining to the Term (such as billing); and the purpose of continuing to make receipts available to Merchant's customers who used the Services to obtain receipts during the Term;

   disclosing Merchant Material provided to Esaal solutions in relation to a customer of Merchant to a third party partner of Esaal solutions that provides services to that customer (but subject to that third party partner obtaining appropriate consent from the customer to effect that disclosure); and allowing a third party partner referred to in paragraph (ii) to use the Merchant Material for any purposes for which the relevant customer has consented to their personal information being used.

   Merchant grants to Esaal solutions a non-exclusive, royalty-free, perpetual licence (including the right to sub-license) to use the Merchant Receipt Information for Esaal solutions’s business purposes, including:

   internal enhancement of Esaal solutions products and services;

   to provide insights and analytics tools; and to produce benchmarking standards and industry insights. Merchant must obtain any third party consents or licences (including consents from individuals to whom receipts will be sent) as necessary to enable Esaal solutions to use the Merchant Material in accordance with paragraphs (b), (c) and (d).

2. 9.2 Esaal solutions IPR

   Esaal solutions will retain all Intellectual Property Rights in the Esaal solutions platform, service and all Material delivered to Merchant under this Agreement (Esaal solutions IPR).

   To the extent that Merchant needs to use any Esaal solutions IPR to receive the benefit of the Services or Deliverables, Esaal solutions grants to Merchant a fully paid-up, non-transferable, non-exclusive licence (without a right to sub-license) to use that Esaal solutions IPR during the Term.

Information provided by Merchant

Merchant represents and warrants that the Merchant Material shared with Esaal solutions for the purposes of Esaal solutions providing the Services is accurate and complete.

Marketing collateral

Esaal solutions may, at its discretion, provide Merchant with marketing collateral to be used in store. If Esaal solutions provides such collateral to Merchant, Merchant must (acting reasonably) display this marketing collateral in store as soon as practicable.

Confidential Information and privacy

1. Use and disclosure A Receiving Party:

   May use Confidential Information of the Disclosing Party only for the purposes of this Agreement;must not reproduce Confidential Information of the Disclosing Party in any form except to the extent necessary for the purposes of this Agreement; and must keep confidential all Confidential Information of the Disclosing Party except: to the extent required to enjoy the benefit of the licences granted under section 10.1 or section 10.2 (as applicable); for disclosures permitted under this section; and to the extent (if any) the Receiving Party is required to disclose any Confidential Information by Law or the rules of any recognised stock exchange (provided that if practicable, the Receiving Party gives the Disclosing Party prior written notice of such requirement and an opportunity to seek confidential treatment of the information).

2. Use and disclosure of Confidential Information

   A Receiving Party may disclose Confidential Information of the Disclosing Party to its officers, directors, employees, contractors and advisors who: have a need to know for the purposes of this Agreement (and only to the extent that each has a need to know); and before disclosure have been directed by the Receiving Party to keep confidential all Confidential Information of the Disclosing Party.

3. Existing confidentiality arrangements

   If the parties have executed a Mutual Non-Disclosure Agreement or Confidentiality Agreement (MNDA) prior to the date of this Agreement, all confidential information (or equivalent) under the MNDA will constitute the relevant party's Confidential Information under this Agreement.

Privacy

Esaal solutions will process and use all personal information in accordance with Esaal solutions's Privacy Policy (where applicable). Further information about how Esaal solutions handles personal information can be found in Esaal solutions's Privacy Policy. Esaal solutions's Privacy Policy also describes the information Esaal solutions holds about users of Esaal solutions's services, permitted access and use of data by third parties, as well as information on how to complain about how Esaal solutions has handled personal information.

Merchant acknowledges and agrees that:

Esaal solutions has no control over the content of the Merchant Material provided to it by the Merchant, including as to whether the Merchant Material contains sensitive information responsibility to ensure that Merchant either: removes or obfuscates sensitive information from the Merchant Material that is provided to Esaal solutions; or

has obtained all consents necessary in order for Esaal solutions to display that sensitive information within the Services;

in the event that Merchant provides sensitive information to Esaal solutions as part of the Merchant Material, Esaal solutions will not be: subject to any heightened standard of care under this Agreement with respect to the treatment of such sensitive information beyond Esaal solutions’s obligations with respect to Merchant Material that is not sensitive information; or subject to any heightened liability, cost, or damages with respect to sensitive information beyond Esaal solutions’s liability, cost or damages under this Agreement with respect to Merchant Material that is not sensitive information.

Indemnity

Merchant indemnifies Esaal solutions and its Personnel (those indemnified), and will hold those indemnified harmless, against all actions, claims, charges, costs (including legal costs on a full indemnity basis), expenses, losses, damages and other liability that they may sustain or incur, directly or indirectly, as a result or as a consequence of:

a breach by Merchant of this Agreement; or Esaal solutions's use of the Merchant Materials.

Liability

1. No exclusion or limitation

   To the extent that Merchant acquires goods or services from Esaal solutions as a consumer within the meaning of the UAE Consumer Law, Merchant may have certain rights and remedies (including, without limitation, consumer guarantee rights) that cannot be excluded, restricted or modified by agreement.

2. Exclusion of implied obligations

   Except in relation to Non-excludable Obligations, all conditions, warranties, guarantees, rights, remedies, liabilities or other terms that may be implied by custom, under the general law or by statute are expressly excluded under this Agreement.

3. Limitation of liability

   Except in relation to Non-excludable Obligations, Esaal solutions’s liability to Merchant arising directly or indirectly under or in connection with this Agreement or the performance or non-performance of this Agreement and whether arising under any indemnity, statute, in tort (for negligence or otherwise), or on any other basis in law or equity is limited as follows:

   Esaal solutions will have no liability whatsoever to Merchant for any loss, harm, damage, cost or expense (including legal fees), or in the nature of special, indirect or consequential loss or damage (including, without limitation, economic loss, loss of contract, loss of profit or revenue, loss of opportunity, loss of production, production stoppage or loss of data); and the aggregate of Esaal solutions's liability to Merchant is otherwise limited to an amount not exceeding the Merchant Fees paid by Merchant under this Agreement in the 12 months immediately preceding the claim. In relation to Non-excludable Obligations (other than a guarantee as to title, encumbrances or quiet possession conferred by the Australian Consumer Law), except for goods or services of a kind ordinarily acquired for personal, domestic or household use or consumption (in respect of which Esaal solutions's liability is not limited under this Agreement), Esaal solutions's liability to Merchant for a failure to comply with any Non-excludable Obligation is limited to:

   in the case of services, the cost of supplying the services again or payment of the cost of having the services supplied again; and in the case of goods, the cost of replacing the goods, supplying equivalent goods or having the goods repaired, or payment of the cost of replacing the goods, supplying equivalent goods or having the goods repaired.

Termination

1. Termination

   Either party may terminate this Agreement by giving the other party at least 30 days’ notice.

2. Consequences of expiry or termination

   On expiry or termination of this Agreement for any reason: Esaal solutions must cease providing the Services;

   Merchant must pay Esaal solutions for those Services that have been rendered by Esaal solutions up to the effective date of termination; and except to the extent that Esaal solutions has a perpetual licence to use any Confidential Information of Merchant, each Receiving Party must, at the Disclosing Party's direction, either return to the Disclosing Party, or destroy and certify in writing to the Disclosing Party the destruction of, all Confidential Information in the Disclosing Party (or its Personnel's) possession or control. Termination of this Agreement does not affect any accrued rights or remedies of either party.

Dispute resolution

1. Negotiations

   The parties must attempt to resolve any dispute, difference of opinion or question arising out of this Agreement (Dispute) by referring the Dispute to suitable representatives and engaging in good faith negotiations.

2. Court proceedings if procedure fails

   If the parties cannot resolve the Dispute within 30 days (or such longer period as agreed between the parties) after the Dispute is referred to them, then either party may seek any relief it considers appropriate in a court of competent jurisdiction.

3. Release if other party breaches

   If a party breaches this section in relation to a Dispute, the other party need not comply with this section in relation to that Dispute.

4. Obligations continue

   The parties must continue to perform their respective obligations under this Agreement pending the resolution of a Dispute.

Notices

1. Service of notices

   Where a party is required to give another party a notice, demand, consent, approval or communication under this Agreement (Notice), such Notice must be given either by hand delivery, prepaid post, email or, in the case of Esaal solutions issuing a notice, through the Esaal solutions platform to the recipient's address for Notices (in the case of Esaal solutions, the address specified above, and in the case of Merchant the address specified in the Merchant's Esaal solutions platform account).

2. Effective on receipt

   A Notice given in accordance with section takes effect when taken to be received (or at a later time specified in it), and is taken to be received:

   if hand delivered, on delivery; if sent by prepaid post, on the second Business Day after the date of posting (or on the seventh Business Day after the date of posting if posted to or from a place outside UAE);

   if sent by email, when the sender receives an automated message confirming delivery or eight hours after the message has been sent (as recorded on the device from which the sender sent the message), unless the sender receives an automated message stating that delivery of the message failed; or if delivered through the Esaal solutions platform, at the time the message is posted to the Esaal solutions platform or sent to Merchant's Esaal solutions platform account (as recorded within the Esaal solutions platform),

General

All monetary amounts specified or described in this Agreement are in AED unless expressly stated otherwise.

This Agreement may be amended by Esaal solutions by giving at least 30 days’ notice to Merchant. If Merchant does not accept the proposed changes to this Agreement, Merchant may, by notice in writing to Esaal solutions within 10 days of receipt of notice of a change to this Agreement, terminate this Agreement with effect from the date on which the amended terms are to take effect.

Neither party may assign any of its rights or purport to novate any of its obligations arising out of this Agreement to a third party without the other party's prior written consent (not to be unreasonably withheld or delayed). Except that Esaal solutions may transfer some or all of its rights and obligations under this Agreement to any successor to its business by merger or consolidation or to any party acquiring substantially all of the assets or business of Esaal solutions or any Related Body Corporate of Esaal solutions.

Neither party may make any public statement or press release regarding the terms of this Agreement or any aspect of this Agreement without the prior written consent of the other party. Any term by its nature intended to survive termination of this Agreement survives termination of this Agreement, including sections 10, 13, 14, 15, 16, 17.2, 18, 19.

The parties agree that this Agreement may be executed electronically, including by checking an online acceptance box or otherwise indicating acceptance of this Agreement through the Esaal solutions website or Esaal solutions platform. By accepting this Agreement on behalf of a party, the accepting individual warrants that it is duly authorised to do so.

A provision or part of a provision of this Agreement that is illegal or unenforceable may be severed from this Agreement and the remaining provisions or parts of the provisions of this Agreement continue in force. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver and does not operate as a waiver of any other or subsequent right, power or remedy.

Except where this Agreement expressly states otherwise, it does not create a relationship of employment, trust, agency or partnership between the parties. This Agreement is governed by the law of UAE.

This Agreement constitutes the entire agreement between the parties in connection with its subject matter and supersedes all previous agreements or understandings between the parties in connection with its subject matter.

Defined terms

In these terms: Agreement means an agreement formed between Esaal solutions and a Merchant on these terms. Business Day means a day that is not a Saturday, Sunday, bank holiday or public holiday in UAE.

Confidential Information of a Disclosing Party means:

the following information, regardless of its form and whether the Receiving Party becomes aware of it before or after the date of this Agreement:

information that is by its nature confidential; information that is designated by the Disclosing Party as confidential; and information the Receiving Party knows, or ought to know, is confidential; and all notes and other records prepared by the Receiving Party based on or incorporating information referred to in all sections, and in the case of Esaal solutions, includes these terms and the Esaal solutions Policies, but excludes information that: the Receiving Party creates (whether alone or jointly with any third person) independently of the Disclosing Party; or is public knowledge (otherwise than as a result of a breach of confidentiality by the Receiving Party or any of its permitted disclosees). Disclosing Party means the party who discloses or makes available Confidential Information to the other party or whose Confidential Information otherwise becomes known to the other party.

Intellectual Property Rights means all intellectual property rights, including the following rights:

patents, copyright, rights in circuit layouts, designs, moral rights, trade and service marks (including goodwill in those marks), domain names and trade names and any right to have Confidential Information kept confidential; any application or right to apply for registration of any of the rights referred to in all paragraphs.

Law means any statute, regulation, by-law, ordinance or subordinate legislation in force from time to time, the common law and equity, and any industry codes of conduct, each to the extent applicable to the performance by a party of its obligations under this Agreement.

Material means any documentation, documented methodology or process, software, information, data, branding or other material, in whatever form, including reports, specifications, business rules or requirements, user manuals, user guides, operations manuals, training materials and instructions.

Merchant Fees means the fees payable by Merchant under these terms, which (as at the Start Date) are nil unless agreed otherwise between Esaal solutions and Merchant on or prior to the Start Date, as updated by Esaal solutions.

Merchant Material means any:

Merchant Receipt Information; or other Material, that Merchant makes available to Esaal solutions for the purpose of this Agreement.

Merchant Receipt Information means all information, including transaction, store and product catalogue information, transferred to Esaal solutions by Merchant (or Merchant’s POS provider) for the purposes of incorporation into, or Esaal solutions otherwise generating and delivering, a digital receipt.

Network Rules means the network rules that outline the obligations of Esaal solutions and each merchant and issuing financial institution that participates in the ‘Esaal solutions Network’, as those rules are amended from time to time.

Receiving Party means the party who obtains Confidential Information of the other party.

Services means the delivery of a digital receipt with returns and warranty features and rich product purchase information to the Merchant’s customers via esaal solutions app or SMS. Esaal solutions Policies means:

the Network Rules;

Esaal solutions’s Privacy Policy; and any other policies, procedures, terms and conditions applicable to Merchant made available to the Merchant from time to time and notified to Merchant.