Terms of Use

IMPORTANT — READ CAREFULLY. These Terms of Use ("Terms") form a binding legal agreement between you and RetailDirect, a company registered in Dubai under commercial licence number [INSERT LICENCE NUMBER] with its registered office at Majan, Dubai ("RetailDirect", "we", "us", "our").

By registering for an account, clicking "I agree", accessing or using the Platform, or permitting any of your personnel to do so, you confirm that you have read, understood and accepted these Terms, and that the individual accepting them has full authority to bind your business.

If you do not agree, do not access or use the Platform.

THE PLATFORM IS OFFERED FOR BUSINESS USE ONLY. It is not directed at consumers. You confirm that you are entering into these Terms exclusively for the purposes of a trade, business, craft or profession, and that consumer-protection legislation, including UAE Federal Law No. 15 of 2020 on Consumer Protection, does not apply to your relationship with us.

ATTENTION IS PARTICULARLY DRAWN TO CLAUSE 4 (OUR ROLE), CLAUSE 12 (FEES), CLAUSE 17 (DATA AND ANALYTICS RIGHTS), CLAUSE 20 (DISCLAIMERS), CLAUSE 21 (INDEMNITY), CLAUSE 22 (LIMITATION OF LIABILITY), CLAUSE 23 (SUSPENSION AND TERMINATION) AND CLAUSE 28 (GOVERNING LAW AND DISPUTES). THESE CLAUSES LIMIT OUR OBLIGATIONS AND ALLOCATE RISK TO YOU. THEY ARE MATERIAL TERMS AND HAVE BEEN BROUGHT TO YOUR ATTENTION IN BOLD BEFORE ACCEPTANCE.

1. Definitions and Interpretation

1.1 In these Terms:

1.2 Headings are for convenience only. "Including" means "including without limitation". References to a document include that document as amended or replaced from time to time. The singular includes the plural and vice versa.

1.3 Order of precedence. If there is a conflict, the following order applies: (a) your signed Commercial Terms; (b) any module-specific schedule to these Terms; (c) the body of these Terms; (d) any policy, guideline or help-centre material published on the Platform.

2. Eligibility, Registration and Account Security

2.1 Eligibility. To register you must: (a) be a duly incorporated or licensed business holding a valid trade licence issued in the UAE (or such other jurisdiction as we approve in writing); (b) act through an individual who is at least 18 years of age and duly authorised to bind you; and (c) not be subject to any sanctions, debarment or restriction that would make your use of the Platform unlawful.

2.2 Verification (KYB). You authorise us to request, collect, verify, re-verify and retain documentation and information about you, your owners, your authorised signatories and your business, including trade licence, memorandum of association, establishment card, Emirates ID and passport copies of signatories and beneficial owners, VAT registration and Tax Registration Number (TRN), bank account details, proof of address and any other information we reasonably require. We may conduct screening against sanctions, politically exposed person and adverse media databases, and may make enquiries with credit bureaux, payment providers and other third parties.

2.3 Approval is discretionary. We may accept or refuse any registration, and may withdraw approval at any time, at our sole discretion and without obligation to give reasons. Nothing in these Terms obliges us to onboard you, list you, keep you listed, or transact with you.

2.4 Accuracy. You warrant that all information you provide is true, complete, accurate and current, and you will notify us within seven (7) days of any material change, including any change of ownership, licence status, trade name, TRN, bank details or authorised signatory.

2.5 Account security. You are solely responsible for: (a) all activity occurring under your Account and under any User credentials issued under it, whether or not authorised by you; (b) maintaining the confidentiality of credentials; (c) configuring role-based access appropriately for your Users; (d) immediately deactivating credentials of any User who leaves your business or changes role; and (e) notifying us immediately at support@retaildirect.me of any suspected compromise. We are not liable for any loss arising from unauthorised use of your Account, and you remain liable for all Orders, transactions, Fees and instructions transmitted through it.

2.6 Responsibility for Users. You are responsible for the acts and omissions of your Users as if they were your own, and you will ensure each User complies with these Terms. You will ensure your Users are lawfully informed of any monitoring, location-tracking or recording functionality that applies to them (see clause 18).

2.7 One Account per business. You may not create multiple Accounts to obtain additional free trials, evade Fees, evade a suspension, manipulate rankings or promotions, or misrepresent your identity.

3. Grant of Rights and Permitted Use

3.1 Licence. Subject to your continuous compliance with these Terms and payment of all Fees when due, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to access and use the Platform, during the term, solely for your own internal business purposes in the territory in which we make the Platform available.

3.2 No other rights. No rights are granted except as expressly stated. We reserve all rights not expressly granted. Nothing transfers ownership of any part of the Platform to you.

3.3 Restrictions. You will not, and will not permit any person to: (a) resell, sublicense, rent, lease, distribute, white-label or provide the Platform to any third party, or use it on a service-bureau basis; (b) copy, modify, translate, adapt, decompile, disassemble or reverse-engineer the Platform or attempt to derive its source code, algorithms, models, data structures or underlying ideas; (c) scrape, crawl, harvest, index or bulk-extract Content, catalogue records, pricing or any other data from the Platform by any automated or manual means, except through APIs we expressly authorise in writing and in accordance with their documentation; (d) build, train or improve any competing product, database, model or service using the Platform, its outputs or any data obtained from it; (e) circumvent, disable or interfere with any security, rate-limiting, authentication, watermarking, licensing or access-control feature; (f) introduce malware or conduct penetration testing, vulnerability scanning, denial-of-service testing or load testing without our prior written consent; (g) use the Platform to transmit unlawful, infringing, defamatory, deceptive or offensive material; (h) misrepresent your identity, affiliation or authority; or (i) use the Platform in any way that could damage, disable, overburden or impair it, or that breaches Applicable Law.

3.4 Benchmarking. You will not publish or disclose any benchmark, performance test, availability measurement or comparative review of the Platform without our prior written consent.

4. Our Role — Marketplace Intermediary Only

4.1 We are a technology provider. RetailDirect provides an electronic platform that enables Shops, Suppliers and Manufacturers to discover each other, exchange commercial information, transmit Orders and manage related operations. We are a venue and a facilitator. We are not a party to any Sales Contract.

4.2 No merchant status. Unless we expressly state in writing on a specific listing that RetailDirect is the seller of record, we do not: buy, own, sell, stock, distribute, import, re-export, label, or take title to any product listed on the Platform. Sales Contracts are formed exclusively between the Buyer and the Supplier or Manufacturer.

4.3 Not an agent. We are not the agent, broker, commercial agent, distributor, representative, partner, employer, joint venturer or fiduciary of any User. Nothing in these Terms creates a commercial agency within the meaning of UAE Federal Law No. 3 of 2022 on Commercial Agencies or any successor legislation, and no User may register or assert any agency, distribution or exclusivity right against us.

4.4 No verification of Content. We do not pre-screen, audit, verify or guarantee: the existence, quality, safety, legality, authenticity, provenance, shelf life, cold-chain integrity, halal status, ingredient accuracy, labelling compliance, country of origin, or fitness for purpose of any product; the accuracy of any price, stock level, image, description, barcode, expiry date or promotional claim; the identity, solvency, licence status, capacity or trustworthiness of any User; or the ability of any Buyer to pay or of any Supplier to deliver.

4.5 Your independent judgement. You are solely responsible for conducting your own due diligence on your counterparties and on the goods you buy or sell, and for satisfying yourself as to compliance with all Applicable Law relating to food safety, product registration, labelling, import, storage, handling and sale.

4.6 Disputes between Users. Any dispute concerning an Order, delivery, shortage, damage, expiry, return, credit note, price, quality or payment is a matter between the Buyer and the Supplier or Manufacturer. You release RetailDirect, our affiliates and our personnel from all claims, demands, losses and damages of every kind arising out of or connected with any such dispute. We may, entirely at our discretion and without assuming any obligation or liability, provide transaction records, mediate informally, apply a dispute-resolution workflow, place funds on hold, reverse a ledger entry or suspend a listing. Any such action is administrative only, is not an adjudication of legal rights, and does not make us a party to the dispute.

4.7 No guarantee of commercial outcome. We do not guarantee that you will receive any Orders, any minimum volume, any revenue, any margin, any listing position, any level of visibility, any number of impressions, any conversion rate, or any commercial benefit of any kind from your use of the Platform.

5. Marketplace Ordering (Applies to Shops, Suppliers and Manufacturers)

5.1 Listings. Suppliers and Manufacturers are solely responsible for the accuracy, completeness, legality and currency of every listing, including product data, images, pack sizes, barcodes, prices, minimum order quantities, lead times, VAT treatment and availability. Listings must reflect genuine, available stock that you are legally entitled to sell in the UAE.

5.2 Order transmission. An Order submitted through the Platform is an offer by the Buyer to purchase on the terms displayed. The Sales Contract is formed only when the Supplier or Manufacturer accepts the Order, whether expressly in the Platform or by conduct (including by dispatching goods). We transmit Orders as a messaging service and do not warrant that any Order will be received, accepted, fulfilled, delivered on time or delivered at all.

5.3 Pricing errors. Where a price, discount or promotion is displayed in error, the Supplier or Manufacturer may cancel the affected Order. We have no liability for any pricing, tax, unit-of-measure or currency error in a listing, however caused, including errors arising from data mapping, catalogue enrichment, automated matching or translation.

5.4 Delivery, van sales and spot sales. Delivery, dispatch, routing, cold chain, handling and proof of delivery are the responsibility of the Supplier or Manufacturer and their carriers, riders or van salespeople. Where the Platform provides route planning, live map tracking, geofencing, electronic proof of delivery, spot-sale invoicing or cash-collection functionality, that functionality is provided as a recording and coordination tool only. We do not perform delivery, do not take custody of goods or cash, and are not a carrier, freight forwarder, logistics operator or bailee.

5.5 Returns, shortages and credit notes. Returns policies, shortage claims, expiry swaps, damage claims and credit or debit notes are agreed and settled directly between the Buyer and the Supplier or Manufacturer. Platform features that record such items reflect what Users enter; they are not our determination of entitlement.

5.6 Anti-circumvention. Where Fees are calculated by reference to transactions, you will not structure, divert, split, re-route, mis-describe, cancel-and-reorder, or move off-Platform any transaction that originated on, or was materially facilitated by, the Platform, for the purpose or with the effect of reducing Fees payable to us. Where we reasonably determine such circumvention has occurred, we may invoice the Fees that would have been payable, together with an administrative charge, and may suspend or terminate your Account.

6. Shop Terms

6.1 Current Marketplace pricing. As at the Effective Date, access to the Marketplace ordering platform is provided to Shops free of subscription charges. This is a commercial concession, not a permanent entitlement.

6.2 Right to introduce charges. We expressly reserve the right, at our sole discretion, to introduce, vary, or restructure fees payable by Shops at any time, including subscription fees, transaction fees, order fees, service fees, delivery-facilitation fees, payment-processing fees, financing fees, listing fees, minimum-order surcharges and feature-based charges. We will notify affected Shops of any new or increased Fee at least thirty (30) days before it takes effect, by email to your registered address and/or by in-Platform notice. If you continue to use the relevant part of the Platform after the effective date of the change, you accept the new Fees. If you do not accept them, your sole remedy is to stop using the affected part of the Platform and terminate your Account under clause 23 before the change takes effect. No compensation is payable in respect of the introduction of, or an increase in, any Fee.

6.3 Free access does not create obligations. Where any part of the Platform is provided to you free of charge, it is provided strictly "as is" and "as available", with no warranty, no service-level commitment, no support commitment and no liability on our part whatsoever, to the maximum extent permitted by Applicable Law. We may modify, degrade, limit, meter, suspend or withdraw free functionality at any time without notice and without liability.

6.4 Your obligations. You will: (a) use the Platform only to procure goods for resale in the ordinary course of your licensed retail business; (b) accept goods, inspect them on delivery and raise shortage or damage claims within the timeframe agreed with your Supplier; (c) pay Suppliers in accordance with the credit terms agreed with them; and (d) maintain accurate stock, pricing and tax data where you use the POS Add-On.

6.5 Credit and rewards. Where the Platform displays a credit limit, ageing balance, outstanding-dues figure, cashback entitlement, reward balance or promotional threshold, that display is a convenience record based on data provided by you, your Suppliers and third parties. It is not a statement of account by us, not a confirmation of any legal debt or entitlement, and not an offer of credit by us. Rewards, cashback and promotional benefits are subject to the specific terms of each campaign, may require minimum billing thresholds, may be withheld where we suspect abuse or manipulation, and may be varied, suspended or withdrawn at any time.

7. Supplier and Manufacturer Terms

7.1 Commercial Terms. Your use of the Platform as a Supplier or Manufacturer is subject to the Commercial Terms agreed with us, which set out the usage fee, listing charges, promotional charges and any other Fees applicable to you.

7.2 Fees vary by customer. You acknowledge and agree that Fees are negotiated individually and vary from business to business by reference to factors including category, volume, order profile, SKU count, service scope, integration requirements, support level, promotional commitments, term length and market conditions. You have no right to the Fees, discounts, terms, placement or commercial treatment offered to any other User, and no most-favoured-customer, parity, benchmarking or equal-treatment right of any kind arises under these Terms.

7.3 Confidentiality of Commercial Terms. Your Commercial Terms are our Confidential Information. You will not disclose them, or any element of them, to any third party (other than your professional advisers and auditors under equivalent duties of confidence, or as required by Applicable Law with prior written notice to us where lawful). This obligation survives termination for three (3) years. Breach of this clause entitles us to suspend your Account immediately.

7.4 Listing and catalogue charges. Charges may apply to add, maintain or enrich products in the catalogue, to publish products to Shop dashboards, to enable specific categories or territories, to obtain enhanced product pages, and to access analytics, reporting or AI features. These charges are payable whether or not any Order results.

7.5 Your warranties. You represent and warrant on a continuing basis that: (a) you hold all licences, registrations, permits and approvals required to import, store, distribute, market and sell each listed product in the UAE, including any required municipality, ESMA, MoHAP, Dubai Municipality or FTA registration; (b) each product complies with all applicable safety, labelling, halal, shelf-life, ingredient-disclosure and packaging requirements; (c) you own or are licensed to use all intellectual property in your Content and listings, and your use does not infringe any third-party right; (d) all product data, images and claims are accurate and not misleading; (e) you have title to the goods and can pass good title free of encumbrance; and (f) your pricing complies with all Applicable Law, including competition and price-control rules.

7.6 Recalls and safety. You will notify us within twenty-four (24) hours of any product recall, safety notice, regulatory enforcement action, contamination, mislabelling incident or withdrawal affecting any listed product, and will bear all costs of communicating with affected Shops. We may de-list any product immediately at our discretion.

7.7 Fulfilment standards. You will fulfil accepted Orders within the lead times you publish, maintain accurate stock availability, and not systematically cancel, short-ship or refuse Orders. Persistent failure entitles us to reduce your visibility, restrict features, suspend listings or terminate your Account, without liability.

7.8 Sales representatives, riders and lead capture. Where your personnel use Platform functionality to capture new shop leads, record locations, photograph premises or collect contact details, you are responsible for ensuring that collection and use is lawful, that appropriate notice is given to the individuals concerned, and that you hold a valid lawful basis under Applicable Law. You indemnify us in full in respect of any claim arising from data captured by or on behalf of you. All lead records created on the Platform form part of Platform Data under clause 17.

8. POS Add-On

8.1 Nature. The POS Add-On is a paid subscription module. Access requires an active, paid subscription except during a valid Free Trial.

8.2 Free Trial. We may offer a thirty (30) day free trial of the POS Add-On. The Free Trial: (a) begins on the date POS access is first activated for your Account; (b) is limited to one trial per business, per group of businesses under common ownership or control, and per set of premises, regardless of the number of Accounts, trade licences, email addresses or telephone numbers used; (c) is provided entirely "as is" and "as available", with no warranty, no service level, no support commitment, no data-retention commitment and no liability on our part of any kind, to the maximum extent permitted by Applicable Law; (d) may be limited by till count, transaction volume, SKU count, user count or feature set, and may be modified, shortened, suspended or withdrawn at our discretion at any time; (e) converts automatically to a paid subscription at the end of the trial period at the then-current rate for your selected plan, unless you cancel in the Platform before the trial ends. Where you have provided a payment method or direct debit mandate, you authorise us to charge it on conversion; and (f) confers no entitlement to any renewal, extension or repeat trial.

8.3 Subscription, billing and renewal. Subscriptions are billed in advance, per till or per plan as specified in your Commercial Terms, monthly or annually as selected. Subscriptions renew automatically for successive periods of the same length unless cancelled in the Platform at least seven (7) days before the end of the then-current period. Cancellation takes effect at the end of the paid period.

8.4 No refunds. All Fees are non-refundable and non-creditable, in whole or in part, including where you cancel mid-period, stop using the Platform, are suspended or terminated for breach, or where a feature is modified or withdrawn. No refund or credit is given for unused periods, unused tills, downtime, or partial months.

8.5 Hardware and third-party equipment. Unless we expressly supply it under a separate written agreement, you are responsible for procuring, installing, configuring, maintaining, insuring and replacing all hardware and connectivity, including tills, tablets, barcode scanners, receipt printers, cash drawers, card terminals, customer displays, weighing scales, network equipment and internet access. We give no warranty as to compatibility with any hardware and are not liable for any hardware failure, incompatibility, or third-party device defect. Any hardware we resell carries only the manufacturer's warranty, which we pass through to the extent we are permitted to do so; we give no warranty of our own.

8.6 Offline mode and data integrity. Where the POS Add-On supports offline operation, transactions recorded offline synchronise when connectivity is restored. We do not warrant that offline data will synchronise completely, accurately or at all, and we are not liable for any loss of, corruption of, or discrepancy in offline transaction data. You are responsible for reconciling till data, cash counts and stock daily.

8.7 Your records. You remain solely responsible for the accuracy of your books, stock records, VAT returns, tax invoices, Z-reports, cash reconciliation and statutory filings. Platform reports are tools to assist you; they are not accounting, audit, tax or legal advice, and are not a substitute for your own controls and professional advisers.

8.8 Cash, till and staff controls. You are solely responsible for your cash-handling procedures, till floats, staff supervision, shrinkage, theft and internal fraud. We are not liable for any loss arising from the acts or omissions of your personnel, including unauthorised discounts, void transactions, no-sale openings, price overrides, refund abuse or cash shortages, whether or not the Platform records or reports such events.

9. Promotions, Merchandising and Advertising

9.1 Paid promotions. Suppliers and Manufacturers may purchase promotional placements, campaigns, sponsored positions, banners, featured listings, category takeovers, basket-builder offers, cashback-funded campaigns and other merchandising products on the Shop dashboards and elsewhere in the Platform ("Promotions"), subject to the Fees in your Commercial Terms.

9.2 No performance guarantee. We do not guarantee any impressions, reach, clicks, add-to-basket events, Orders, redemptions, sales uplift, return on investment or other outcome from any Promotion, and no such outcome is a condition of your payment obligation. Any forecast, estimate, projection or historical benchmark we provide is indicative only and creates no commitment. Delivery figures we report are our sole record and are final absent manifest error.

9.3 Editorial and placement control. We retain absolute discretion over the design, layout, ranking, placement, targeting, timing, duration, frequency and presentation of all Promotions and listings, and over the algorithms and ordering logic used across the Platform. We may reject, edit, reposition, pause, remove or decline to publish any Promotion or creative at any time, without liability and without refund where the reason is your breach or the unlawfulness of the material.

9.4 Your responsibility for promotional content. You are solely responsible for all Promotion content and mechanics, including price claims, comparative claims, health and nutrition claims, competition and prize-draw mechanics, redemption terms, stock backing, expiry, and all required regulatory approvals and permits (including any UAE media, advertising, raffle or promotion permit). You warrant that all such content complies with Applicable Law and is not misleading. You indemnify us in full under clause 21 in respect of any Promotion.

9.5 Funding and honouring offers. Where a Promotion involves a discount, cashback, reward, bundle or rebate, you are responsible for funding and honouring it in full. We may recover from you, or set off against amounts owed to you, any amount we have advanced, credited or paid to any Shop in reliance on your Promotion.

9.6 Prohibited content. Promotions must not contain content that is unlawful, misleading, defamatory, discriminatory, politically or religiously sensitive, contrary to UAE public morals, or that infringes third-party rights. Alcohol, tobacco, vaping, pharmaceutical, infant-formula, medical-claim and similar restricted categories may be promoted only where you demonstrate full regulatory compliance and we consent in writing.

10. Payments, Credit and Collections

10.1 Payment processing. Where payments are made through the Platform, they are processed by licensed third-party payment service providers, banks, acquirers or financing partners. We do not provide banking, lending, deposit-taking, money-transmission, stored-value, insurance or investment services, and we do not hold, control or safeguard funds on your behalf except where expressly stated and permitted under a licence held by us or by a licensed partner acting for us. Your use of any payment service is additionally subject to that provider's own terms.

10.2 No credit provided by us. Any credit, payment terms, deferred payment, "bill-to-bill" arrangement, ageing balance or khata-style ledger recorded in the Platform is credit extended by a Supplier, Manufacturer or licensed financing partner to a Buyer, on terms agreed between them. RetailDirect does not lend, does not guarantee any receivable, does not underwrite any credit risk, and does not act as a debt collector, unless we expressly agree otherwise in a separate written agreement. Credit-related scores, limits, recommendations or flags generated by the Platform are informational only and must not be relied on as a credit decision.

10.3 Cash collection. Where riders, van salespeople or your other personnel collect cash or cheques, they do so as your agents and at your risk. Recording a collection in the Platform is a record of what was entered, not our confirmation of receipt. We bear no responsibility for cash in transit, shortfalls, dishonoured cheques or misappropriation.

10.4 Reconciliation. You must review statements, settlement reports, ledgers and invoices promptly. Any discrepancy must be notified to us in writing within thirty (30) days of the relevant report or invoice date, failing which the record is deemed accepted by you as correct and final, and you waive any claim in respect of it.

10.5 Chargebacks and reversals. You are responsible for all chargebacks, reversals, refunds, scheme fees, fines and penalties arising from transactions attributable to you, and we may deduct these from amounts payable to you or invoice you for them.

11. Tax, Invoicing and E-Invoicing

11.1 Your tax responsibility. You are solely responsible for determining, charging, collecting, reporting and remitting all taxes applicable to your transactions, including VAT, excise tax, customs duty and corporate tax, and for the accuracy of every tax invoice, credit note and tax record you issue or receive through the Platform.

11.2 Invoice generation is a tool. Where the Platform generates, formats, numbers, translates or stores tax invoices, credit notes, debit notes or related documents, it does so as an administrative tool using data supplied by you. We do not warrant that any document generated by the Platform is compliant with UAE VAT legislation, FTA requirements or your specific circumstances, and we accept no liability for any tax assessment, penalty, interest, disallowed input credit or other loss arising from any such document.

11.3 E-invoicing. The UAE is implementing a mandatory Peppol-based electronic invoicing regime (PINT AE) under Ministerial Decisions No. 243 and 244 of 2025 and related decisions, with phased go-live dates. Compliance is your obligation. Unless we expressly notify you in writing that we are an accredited service provider (ASP) accredited by the UAE Ministry of Finance, or that we have contracted with a named ASP to provide transmission for you: (a) we are not an ASP; (b) we do not transmit invoices to the FTA reporting layer or the Peppol network on your behalf; (c) you must appoint your own ASP by the applicable deadline; and (d) we are not liable for any penalty, rejected invoice, lost input VAT recovery or enforcement action arising from non-compliance.

11.4 Archiving. You are responsible for retaining tax records and e-invoices for the periods and in the manner required by Applicable Law, including any requirement to archive within the UAE. Platform storage is a convenience and is not a compliant statutory archive unless we state otherwise in writing. You must maintain your own records.

11.5 Fees exclusive of tax. All Fees are exclusive of VAT and other taxes, which you will pay in addition at the prevailing rate. All amounts payable to us will be paid free and clear of any withholding, deduction or set-off; if any withholding is required by law, you will gross up so that we receive the full amount.

12. Fees, Invoicing and Payment

12.1 Fees. You will pay all fees, subscription charges, usage fees, listing charges, promotional charges, integration charges, support charges and other amounts set out in your Commercial Terms or displayed in the Platform at the point of purchase ("Fees").

12.2 Payment terms. Unless your Commercial Terms state otherwise, Fees are payable in UAE Dirhams in advance, and invoices are due for payment within fourteen (14) days of the invoice date. Payment obligations are non-cancellable.

12.3 Late payment. Without prejudice to our other rights, if you fail to pay any amount when due we may: (a) charge late-payment compensation at twelve per cent (12%) per annum, calculated daily from the due date until payment in full, subject to any statutory maximum; (b) charge our reasonable costs of recovery, including legal and collection agency fees; (c) suspend or restrict your access to the Platform, in whole or in part, without notice; (d) withhold delivery of reports, data exports or support; and (e) accelerate all amounts payable for the remainder of your then-current term so that they become immediately due.

12.4 Set-off. We may set off any amount you owe us against any amount we owe you, under these Terms or otherwise. You may not withhold, set off, counterclaim or deduct any amount from Fees payable to us for any reason.

12.5 Fee changes. We may change Fees on thirty (30) days' written notice, effective from the start of your next billing period or, for usage-based Fees, from the effective date stated in the notice. Continued use after the effective date constitutes acceptance. Where you reasonably object to an increase in a subscription Fee, your sole remedy is to terminate the affected subscription with effect from the end of your current paid period.

12.6 Disputed invoices. You must notify us of any disputed invoice within fourteen (14) days of the invoice date, with full particulars. Undisputed amounts remain payable in full and on time.

12.7 Taxes and charges. You are responsible for all bank charges, currency-conversion costs and third-party transaction fees associated with your payments to us.

13. Intellectual Property

13.1 Our IP. The Platform, and all software, source code, object code, databases, database structures, master SKU catalogue, matching logic, models, algorithms, machine-learning weights, user interfaces, designs, workflows, documentation, reports, templates, trade marks, brand assets, logos, colour schemes and all other materials comprising or connected with the Platform, together with all intellectual property rights in them anywhere in the world, are and remain the exclusive property of RetailDirect and our licensors. Nothing in these Terms assigns any such right to you.

13.2 Your Content. You retain ownership of your Content. You grant us a worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable and transferable licence to host, store, reproduce, adapt, reformat, translate, enrich, normalise, index, classify, compress, create derivative works from, publish, display, distribute and otherwise use your Content: (a) to operate, provide, secure, support and promote the Platform; (b) to display your listings and Promotions to other Users; (c) to build, maintain, correct and enhance the master SKU and product catalogue; and (d) to create Aggregated Data under clause 17.

13.3 Catalogue records. Catalogue records, master SKU entries, product-matching decisions, normalised attributes, category taxonomies, enrichment and any derivative product data created or improved by us or by the Platform are our property, notwithstanding that they may originate in part from Content you contributed. The licence in clause 13.2(c) and (d) is perpetual and irrevocable in respect of catalogue and Aggregated Data, and survives termination. Your underlying trade marks, brand imagery and copyright works remain yours, and we will cease public display of your branded creative on request after termination.

13.4 Feedback. Any suggestion, idea, feature request, enhancement, bug report or other feedback you provide is provided free of charge and you assign to us all rights in it, or where assignment is not effective, grant us an unrestricted, perpetual, irrevocable, royalty-free licence to use and exploit it without attribution, compensation or obligation.

13.5 Publicity. We may identify you as a customer of RetailDirect and use your trade name and logo on our website, in investor and marketing materials, in case studies and in press, subject to your reasonable brand guidelines notified to us in writing. You may not use our name, marks or branding without our prior written consent, except to state factually that you use the Platform.

14. Confidentiality

14.1 Each party will keep confidential all non-public information disclosed by the other that is marked confidential or would reasonably be understood to be confidential ("Confidential Information"), including Commercial Terms, pricing, roadmaps, technical information, business plans and customer data. The receiving party will use it only to perform these Terms and will protect it with at least reasonable care.

14.2 The obligation does not apply to information that is or becomes public through no breach, was lawfully known before disclosure, is lawfully received from a third party without restriction, or is independently developed. Disclosure required by Applicable Law or by a regulator is permitted, with prior written notice to the disclosing party where lawful and practicable.

14.3 These obligations survive termination for three (3) years, and indefinitely in respect of trade secrets and personal data.

15. Availability, Support and Changes to the Platform

15.1 No availability commitment. We aim to provide a reliable service but we do not warrant uninterrupted, error-free, timely or secure operation. Unless a written service-level agreement forms part of your Commercial Terms, no uptime, response-time, resolution-time or performance commitment applies.

15.2 Maintenance. We may suspend access for scheduled or emergency maintenance, upgrades, security patching, migration or infrastructure changes, with or without notice. We will use reasonable efforts to schedule planned maintenance outside peak hours.

15.3 Changes to the Platform. We may add, modify, deprecate, restrict or remove any feature, module, integration, report, API endpoint or functionality at any time, at our discretion. Where a change materially and adversely reduces core functionality you pay for, we will give thirty (30) days' notice where practicable, and your sole remedy is to terminate the affected paid subscription with effect from the end of your current paid period.

15.4 Beta features. Features labelled beta, preview, pilot, trial, early access or similar are provided for evaluation only, "as is", with no warranty, no support and no liability, may be discontinued at any time, and may not be relied upon for business-critical operations.

15.5 AI-assisted features. The Platform may include features that use artificial intelligence or machine learning, including demand forecasting, reorder suggestions, stock and promotion recommendations, product matching, voice ordering, translation and analytics. Such outputs are probabilistic, may be inaccurate or incomplete, and must be independently verified before you rely on them. They are not professional advice. You remain solely responsible for all business decisions. We disclaim all liability for decisions taken, or not taken, in reliance on AI-assisted output.

15.6 Third-party services. The Platform may interoperate with third-party services (payment providers, mapping, messaging, speech, translation, cloud, accounting, e-invoicing). We are not responsible for those services, their availability, their terms, their pricing or their acts and omissions, and their failure does not entitle you to any refund or claim against us.

16. Acceptable Use and Compliance

16.1 You will comply with all Applicable Law in your use of the Platform, including laws on trade licensing, food safety, product registration, consumer protection, VAT and tax, competition, anti-money-laundering and counter-terrorist financing, sanctions, anti-bribery and corruption, data protection, cybercrime, electronic transactions and advertising.

16.2 Sanctions and AML. You represent that neither you nor any of your owners, directors or beneficial owners is a designated person under any UAE, UN, US, UK or EU sanctions regime, and that you will not use the Platform to facilitate money laundering, terrorist financing, sanctions evasion, trade-based money laundering, tax evasion or any other financial crime. We may freeze, block, delay, reverse, report or refuse any transaction or Account, and may disclose information to authorities, where we suspect financial crime, without notice to you and without liability.

16.3 No bribery. You will not offer, give, request or accept any bribe, kickback, facilitation payment or improper inducement in connection with the Platform.

16.4 Prohibited goods. You will not list, order or transact in any product that is prohibited, restricted, counterfeit, smuggled, expired, recalled, re-labelled, unregistered or otherwise unlawful in the UAE.

16.5 Audit and cooperation. You will cooperate promptly and fully with any investigation, audit, regulatory request or information request we make in connection with these Terms, financial crime, tax, product safety or a suspected breach, and will provide records within seven (7) days of request.

17. Platform Data, Analytics and Aggregated Data

17.1 Platform Data. All data generated by, recorded in, derived from or observed through the operation of the Platform — including transaction records, order flows, order and delivery timestamps, price points recorded on the Platform, stock movements, ledger entries, usage logs, telemetry, device data, session data, search and browsing behaviour, route and geolocation records, scan events, error reports, model inputs and outputs, catalogue matching decisions and lead records — is Platform Data and is owned by us, without prejudice to your ownership of your own underlying Content and any rights of data subjects under Applicable Law.

17.2 Our rights. We may use Platform Data and your Content, on a perpetual and irrevocable basis, to: operate, secure, troubleshoot, support, improve, develop and extend the Platform and any other product or service we offer; train, tune, test and evaluate models and algorithms; produce analytics, insights, indices, benchmarks, market reports, category studies and forecasts; detect fraud and abuse; and meet legal and regulatory obligations.

17.3 Aggregated Data. We may create statistical, aggregated, de-identified and anonymised data and insights derived from Platform Data ("Aggregated Data"). Aggregated Data is our exclusive property and we may use, publish, license, sell and commercialise it without restriction, without attribution and without payment to you, provided it does not directly identify you or any individual. Category-level, geographic and market-level reporting is expressly permitted.

17.4 Your data. On request during the term, and for thirty (30) days after termination, we will make available an export of your transactional records in a standard machine-readable format, subject to payment of all outstanding Fees and to a reasonable extraction charge for non-standard formats. After that period we may delete your data, subject to our retention obligations.

17.5 Backups. You are responsible for maintaining your own records and backups of data critical to your business. We do not guarantee backup, recovery or restoration of any data, and are not liable for any data loss.

18. Data Protection

18.1 Our processing of personal data is described in the RetailDirect Privacy Policy at https://retaildirect.me/privacy.php, which forms part of these Terms.

18.2 Roles. Where we process personal data for our own purposes (Account administration, platform operation, security, analytics, billing, compliance) we act as controller. Where we process personal data on your documented instructions in connection with your own business operations — including your customers' loyalty and transaction records captured through the POS Add-On, and your own employees' records — you act as controller and we act as processor on the terms of the Data Processing Addendum (available on request).

18.3 Your obligations as controller. You warrant that: (a) you have a valid lawful basis under UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data (and any executive regulations issued under it) and any other applicable data-protection law for all personal data you enter into, generate through, or instruct us to process via the Platform; (b) you have given all required notices to, and where required obtained valid consent from, the individuals concerned, including your customers, employees, drivers, riders, cashiers and the contacts of prospective shops captured by your personnel; (c) you have notified your personnel of any location tracking, geofencing, route recording, till monitoring, session recording or voice recording functionality that applies to them, and have a lawful basis for it; and (d) you will not upload special-category or sensitive personal data except where strictly necessary and lawful.

18.4 Indemnity. You indemnify us in full under clause 21 against all claims, fines, penalties and losses arising from your breach of this clause 18 or of Applicable Law relating to personal data.

19. Your Warranties

You represent and warrant, on the date of acceptance and on each day of use, that: (a) you have full power and authority to enter into these Terms and the individual accepting has been duly authorised; (b) you hold and will maintain all licences, permits and registrations required for your business; (c) your use of the Platform complies with Applicable Law; (d) all information you provide is true, accurate and not misleading; (e) you are solvent, are not subject to any insolvency, bankruptcy, preventive composition or restructuring proceeding, and have no reason to believe you will be unable to pay your debts as they fall due; and (f) you have not relied on any statement, representation, assurance, forecast, demonstration or warranty not expressly set out in these Terms.

20. Disclaimers

20.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND ALL CONTENT, DATA, REPORTS, FORECASTS, RECOMMENDATIONS, ANALYTICS, DOCUMENTS AND OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY, CONDITION, REPRESENTATION OR GUARANTEE OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR ARISING FROM CUSTOM, COURSE OF DEALING OR TRADE USAGE.

20.2 Without limiting clause 20.1, we specifically disclaim any warranty of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, completeness, currency, non-infringement, security, uninterrupted availability, freedom from error or defect, compatibility with your systems, or that defects will be corrected.

20.3 We make no representation or warranty regarding: the conduct, identity, solvency, licensing or performance of any other User; the quality, safety, legality or existence of any product; the accuracy of any price, stock figure, expiry date, forecast, credit indicator or analytic output; the outcome of any Order or Promotion; the tax or regulatory compliance of any document generated by the Platform; or the results you may achieve from using the Platform.

20.4 No advice or information, oral or written, obtained from us or through the Platform creates any warranty not expressly stated in these Terms.

20.5 Nothing in these Terms excludes or limits liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited.

21. Indemnity

21.1 You will indemnify, defend and hold harmless RetailDirect, our affiliates, and our and their shareholders, directors, officers, employees, agents, contractors and licensors ("Indemnified Parties") from and against all claims, demands, proceedings, investigations, liabilities, damages, losses, fines, penalties, awards, settlements, costs and expenses (including reasonable legal fees on a full indemnity basis) arising out of or in connection with:

(a) your breach of these Terms, your Commercial Terms or any policy incorporated into them; (b) your Content, listings, product data, images, claims or Promotions, including any allegation of infringement, inaccuracy or misleading conduct; (c) any product you sell, buy, distribute, handle, store or transport, including product liability, safety, recall, expiry, contamination, labelling and registration claims; (d) any Sales Contract, Order, delivery, non-delivery, shortage, damage, return, credit note or payment dispute involving you; (e) your violation of Applicable Law, including tax, customs, food safety, competition, advertising, sanctions, anti-money-laundering, cybercrime and data-protection law; (f) your use or misuse of the Platform, including any act or omission of your Users; (g) any personal data you collect, upload, generate, instruct us to process, or capture through your personnel; (h) any claim by your employees, customers, agents, riders or contractors relating to the Platform, including any claim relating to monitoring, tracking, recording or performance data; and (i) any tax assessment, penalty or interest levied on you or on us as a result of your acts, omissions or filings.

21.2 We will notify you of any claim to which the indemnity applies, and you will not settle any claim in a manner that imposes any obligation or admission on any Indemnified Party without our prior written consent. We reserve the right, at your cost, to assume exclusive control of the defence and settlement of any indemnified claim, and you will cooperate fully.

22. Limitation of Liability

22.1 Excluded losses. To the maximum extent permitted by Applicable Law, we will not be liable to you for any: loss of profit; loss of revenue; loss of anticipated savings; loss of business, contracts or opportunity; loss of goodwill or reputation; loss of stock, spoilage or wastage; loss, corruption or inaccuracy of data; cost of procuring substitute services; management or staff time; regulatory fine or penalty imposed on you; or any indirect, special, incidental, consequential, punitive or exemplary loss — in each case whether or not foreseeable and whether arising in contract, tort, breach of statutory duty, restitution or otherwise.

22.2 Aggregate cap. To the maximum extent permitted by Applicable Law, our total aggregate liability arising out of or in connection with these Terms and the Platform, whether in contract, tort or otherwise, in respect of all events occurring in any period of twelve (12) consecutive months, will not exceed the lower of: (a) the total Fees actually paid by you to us under these Terms in the three (3) months immediately preceding the first event giving rise to the liability; and (b) AED 5,000 (five thousand UAE Dirhams).

22.3 Free and trial services. Where you use the Platform, or any part of it, free of charge — including free Marketplace access under clause 6.1, Free Trials under clause 8.2, and beta features under clause 15.4 — our total aggregate liability in respect of that use will not exceed AED 500 (five hundred UAE Dirhams).

22.4 No liability for other Users. We have no liability of any kind for the acts, omissions, insolvency, fraud, non-performance or Content of any other User, or for any Sales Contract.

22.5 Allocation of risk. You acknowledge that the Fees have been set on the basis of the allocation of risk in clauses 20, 21 and 22, that you have had the opportunity to obtain independent legal advice, that these limitations are reasonable in a business-to-business context, and that we would not enter into these Terms without them. You are responsible for maintaining adequate insurance, including product liability, stock, cash, cyber and business-interruption cover.

22.6 Time limit. Any claim against us must be notified to us in writing with full particulars within six (6) months of the date you became aware, or ought reasonably to have become aware, of the circumstances giving rise to it, and any proceedings must be commenced within twelve (12) months of that date, failing which the claim is waived and barred to the fullest extent permitted by Applicable Law.

22.7 Statutory limits. Nothing in this clause excludes or limits liability to the extent that it cannot lawfully be excluded or limited under Applicable Law. Where any limitation is held unenforceable, the remainder continues in full force and the unenforceable part is to be reduced to the maximum permitted extent rather than struck out.

23. Suspension and Termination

23.1 Immediate suspension. We may suspend, restrict or limit your access to the Platform, in whole or in part, immediately and without notice or liability, where: (a) any amount is overdue; (b) we suspect a breach of these Terms, Applicable Law, financial crime, fraud or abuse; (c) we suspect compromise of your Account or a security risk; (d) your licence, registration or verification lapses or fails; (e) we are required to do so by a regulator, court, bank, payment provider or other authority; (f) your use threatens the stability, security or integrity of the Platform; or (g) you become subject to insolvency or similar proceedings.

23.2 Termination by us. We may terminate these Terms and close your Account: (a) immediately on written notice for material breach that is not remedied within seven (7) days of notice, or for any breach that is not capable of remedy; (b) immediately where clause 23.1 grounds apply and continue; or (c) for convenience, on thirty (30) days' written notice, without cause and without liability.

23.3 Termination by you. You may terminate by giving thirty (30) days' written notice and closing your Account, subject to payment of all Fees due and accrued. No refund of prepaid Fees is due.

23.4 Effect of termination. On termination: all licences granted to you cease immediately; you must stop using the Platform; all outstanding Fees become immediately due; open Orders and Sales Contracts remain your responsibility to settle directly with your counterparties; and we may delete your data after the export window in clause 17.4, subject to retention required by Applicable Law or for the establishment, exercise or defence of legal claims.

23.5 Survival. Clauses 1, 4, 5.6, 7.2, 7.3, 10.4, 11, 12, 13, 14, 16, 17, 18.4, 19, 20, 21, 22, 23.4, 23.5, 24, 25, 26, 27 and 28 survive termination, together with any other provision that by its nature should survive.

24. Force Majeure

We are not liable for any delay or failure to perform caused by any event beyond our reasonable control, including act of God, fire, flood, sandstorm, epidemic or pandemic, war, terrorism, civil unrest, government or regulatory action, sanctions, embargo, change of law, strike, failure or interruption of internet, telecommunications, electricity, cloud infrastructure, hosting, payment networks or third-party services, cyber-attack, denial-of-service attack, or failure of any supplier or subcontractor. If such an event continues for more than sixty (60) days, either party may terminate on written notice, without liability.

25. Changes to These Terms

25.1 We may amend these Terms at any time. We will publish the amended Terms with a revised version number and effective date and, where the change is material, give you at least thirty (30) days' notice by email and/or in-Platform notice before it takes effect.

25.2 Your continued access to or use of the Platform on or after the effective date constitutes acceptance of the amended Terms. If you do not accept them, you must stop using the Platform and terminate your Account before the effective date. Termination is your sole and exclusive remedy in respect of any amendment.

25.3 We may make changes required by Applicable Law, regulatory direction, security necessity or a third-party provider with immediate effect and shorter notice.

26. General

26.1 Entire agreement. These Terms, together with your Commercial Terms, the Privacy Policy, the Data Processing Addendum and any schedules, constitute the entire agreement between the parties and supersede all prior discussions, proposals, demonstrations, presentations, marketing materials, quotations and understandings. You confirm that you have not relied on any statement, representation, assurance or warranty not expressly set out in these Terms, and you have no remedy in respect of any innocent or negligent misstatement.

26.2 Assignment. You may not assign, novate, charge, subcontract or otherwise transfer these Terms or any right under them without our prior written consent. We may assign, novate or transfer these Terms, in whole or in part, without your consent, including to an affiliate or in connection with any merger, acquisition, restructuring, financing or sale of assets.

26.3 Subcontracting. We may use affiliates, subcontractors, cloud providers, data centres and service providers, including outside the UAE, in providing the Platform.

26.4 No partnership. Nothing creates a partnership, joint venture, agency, franchise, employment or fiduciary relationship between the parties.

26.5 Third-party rights. No person other than the parties and the Indemnified Parties has any right to enforce these Terms.

26.6 Severability. If any provision is held invalid, illegal or unenforceable, it is to be modified to the minimum extent necessary to make it enforceable and to reflect the parties' original intent, and the remaining provisions continue in full force.

26.7 Waiver. No failure or delay in exercising a right is a waiver of it. A waiver is effective only if in writing.

26.8 Notices. Notices to us must be sent to legal@retaildirect.me and, for formal notices, by courier to our registered address. Notices to you may be sent to your registered email address, to any address in your Account, or by in-Platform notification, and are deemed received on the day of sending (or the next business day if sent outside business hours). You must maintain a valid, monitored email address on your Account.

26.9 Non-solicitation. During the term and for twelve (12) months after, you will not directly or indirectly solicit for employment or engagement any of our employees or contractors with whom you had contact through the Platform, except through a general public advertisement not targeted at them.

26.10 Language. These Terms may be provided in English and Arabic. In the event of any inconsistency, the English version prevails for the purposes of interpretation between the parties, save where Applicable Law or a competent UAE court requires the Arabic version to prevail.

26.11 Records and evidence. Our records, logs, timestamps, audit trails and system data are, absent manifest error, conclusive evidence of the matters they record, including the acceptance of these Terms, the placing and content of Orders, the use of features and the calculation of Fees. You agree not to challenge the admissibility, validity or enforceability of electronic records, electronic signatures or click-wrap acceptance, in accordance with UAE Federal Decree-Law No. 46 of 2021 on Electronic Transactions and Trust Services.

26.12 Cumulative remedies. Our rights and remedies are cumulative and in addition to any other right or remedy available at law.

27. Contact

RetailDirect Majan, Dubai Email: legal@retaildirect.me | Support: support@retaildirect.me Website: retaildirect.me

28. Governing Law and Dispute Resolution

28.1 Governing law. These Terms, and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims), are governed by and construed in accordance with the federal laws of the United Arab Emirates and the laws of the Emirate of Dubai, including Federal Decree-Law No. 25 of 2025 promulgating the Civil Transactions Law.

28.2 Escalation. Before commencing proceedings, the parties will use reasonable efforts to resolve any dispute through good-faith discussion between senior representatives for a period of thirty (30) days from written notice of the dispute. This clause does not prevent either party from seeking urgent interim or injunctive relief at any time.

28.3 Jurisdiction. Subject to clause 28.4, the courts of Dubai, United Arab Emirates have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms.

28.4 Our right to sue elsewhere. Nothing in this clause 28 limits our right to bring proceedings against you, or to enforce a judgment or award, in any court of competent jurisdiction, including the jurisdiction in which you are established or hold assets.

28.5 No class or collective claims. To the maximum extent permitted by Applicable Law, each party may bring claims against the other only in its individual capacity, and not as a claimant or class member in any purported class, collective, consolidated or representative proceeding.

By clicking "I agree", registering an Account, or using the Platform, you confirm that you have read and understood these Terms, including the bold clauses identified at the top, and agree to be bound by them.