These Terms form part of the Merchant Enrolment Form for Online Ordering Services ("Form"). The Merchant hereby agrees and acknowledges that the Services under the Form and the Terms are provided by Kafy Teading and Services LLC within operating name Kafy ("Kafy"), a company duly established under the laws of State of Qatar. (“Company”, “we”, “our”, “us”).
The Merchant agrees that upon signature and delivery of the Form by the Merchant, the Form and the Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity, Kafy regarding use of Kafy Platform (as defined below) for the provision of selling items directly from the Merchant to customers on the Platform.
- "Customer" means users who place Orders through the Platform;
- "Customer Application" means the proprietary online website and/or mobile-based Order placement application of Kafy available on the Platform.
- "Electronic Payment Mechanism" means the online and mobile-based payment mechanisms including the third-party payment gateways, credit card/debit card/net banking transfer and/or e-wallets and/ or Kafy credits that are available on the Platform for the purposes of facilitating the payment of the Order Value by the Customer;
- "Execution Date" means the date of execution of Form;
- "Form" means the Merchant Enrolment Form for Online Ordering Services executed by the Merchant;
- "Information" means the information set out and provided along with the Form and includes any information which is supplied by the Merchant to Kafy under these Terms such as the price lists, operating hours, rates at which the taxes are charged by the Merchant to the Customer, delivery areas serviced by the Merchant and/or delivery terms, specific information the Merchant is under an obligation to supply to Kafy (i) immediately on the Execution Date; and (ii) within 1 (one) day from any change in such information;
- "Merchant" means the entity/individual being the legal owner/operator of the company mentioned in the Form;
- "Merchant Application" means the Kafy developed online and/or mobile-based Order management application;
- “Net Order Value” means Order Value received, less the Commission Percentage and any other amount, charges, etc., that are due to Kafy from the Merchant under these Terms or the Form.
- "Net Sales" means the gross amount charged by the Merchant to any Customer that is attributable to any Order placed through the Kafy Platform, less all applicable taxes, and discounts being offered by the merchant on the Kafy Platform (if any).
- "Order" means the placement of the Order by the Customer with the Merchant via the Platform;
- "Order Fulfilment Fee" means the fee payable by the Merchant to Kafy for the delivery services and as more fully set out in the Form.
- "Order Value" means the amount which is payable by the Customer for the placement of an Order with the Merchant on the Platform;
- "Parties" means Kafy and the Merchant;
- "Platform" means the Website and Customer Application owned by Kafy;
- "Platform Fee": the amount payable by the Merchant to Kafy as set out in the Form; being a percentage of the Net Sales and fixed fee for each Order;
- "Services" means the following services offered by Kafy to the Merchant, on and from the Effective Date, for the provision of selling goods by the Merchant to the Customer through the Platform:
- listing of goods and the price list by Kafy supplied by the Merchant;
- Order placement mechanism by Kafy for the purchase of goods by the Customer from the Merchant on a real-time basis;
- payment mechanism for the payment of the Order Value by the Customer provided by Kafy over the Platform;
- "Website" means www.Kafy.ae (including the webpages contained or hyperlinked therein and owned or controlled by Kafy), and such other media or media channels, devices, mobile applications, software, or technologies as Kafy may choose from time to time.
- Kafy will (i) list Merchant's goods and the price list on the Platform and (ii) transfer to the Merchant, the amounts received from the Customers in accordance with agreed Terms set out herein;
- Kafy will display on the Platform, on a best effort basis, all necessary information provided by the Merchant. However, Kafy is not under any obligation to display any information until the Merchant provides all required information and such information is in compliance with Kafy’s policies and guidelines;
- Kafy will transmit the Orders placed by the Customer with the Merchants.
- Kafy will redress the Customers and the Merchant’s complaints in respect of the functioning of the Platform.
- Kafy may suspend the Merchant’s account if the Merchant is found non-compliant with the applicable laws, rules, regulations, licenses, standards and guidelines, applicable to related services.
- Merchant will ensure that the Information provided to Kafy is current, including but not limited to Merchant name, address, contact telephone number, email id, manager/contact person details, delivery times, price lists, and other relevant information. Kafy shall not be held responsible for any incorrect information provided by the Merchant.
- Merchant shall process and execute the Order(s) promptly.
- Merchant shall inform Kafy about any change or modification made to the Order by the Customer, directly with the Merchant;
- In the event Merchant undertakes delivery of any Order, it shall ensure only trained personnel undertakes such delivery and the safety of the items is not compromised at any time until the Order is received by the Customer. The Merchant agrees to indemnify Kafy for any claims that may arise on account of the delivery of Order undertaken by the Merchant.
- The Merchant warrants that items provided to Customers are of high quality and shall be at the highest standards following the practice related to each industry, ensuring that the relevant products are in stock and available for delivery.
- Merchant shall solely be responsible for the fulfilment of Customer Orders or the delivery of such Orders to Customers where the Merchant provides its own logistics;
- Merchant shall not engage in any fraudulent activity or misuse any benefits extended by Kafy to the Customers and shall be liable to Kafy in such event;
Fees and Payments
- In consideration for the Services offered by Kafy to the Merchant, the Merchant undertakes to pay to Kafy commission at the rates set out in the Form. This commission amount may be determined by way of a percentage of the amount of each Order and a fixed charge for each Order ("Platform Fee").
- The Merchant acknowledges and agrees that any Order Value which is collected by Kafy for, and on behalf of, the Merchant in accordance with these Terms, shall be passed on by Kafy to the Merchant subject to the deduction of the following (as applicable) amounts by Kafy from such Order Payment ("Settlement Process"):
- Platform fee as per the Form
- Registration Fee
- Annual Renewal Fee
- any amount that is payable and due by Merchant to Kafy hereunder or under any other agreement between Merchant and Kafy and/or its affiliates.
- The Parties acknowledge and agree that the Settlement Process and Net Order Value due to the Merchant shall be remitted by Kafy within a period of 7 bank working days from the day of delivery of the Order.
- Merchant agrees that we may choose to offer discounts against his orders. In such event, Kafy will include a discount on the invoice raised from the Merchant to the Customer and will pay for this discount by adjusting our commission.
- Merchant shall be under an obligation to pay refund charges of the Orders in case of any.
Merchant hereby grants us a non-exclusive, royalty-free, sub-licensable, transferrable, assignable, perpetual and worldwide licence to use your trademarks and other intellectual property you may provide to us in order for us to provide the Services to our end users and as may be otherwise required under the Form. This includes, but is not limited to, a) use of the Merchant’s name in the context of Google adwords to support advertising and promotional campaigns to promote online ordering on the internet which may be undertaken by Kafy; b) preparation of derivative works of, or incorporate into other works, all or any portion of the marketing materials which will be made by Kafy for the purposes of its business. Any material the Merchant transmits or submits to Kafy either through the Platform or otherwise ("Material"), unless specifically mentioned as “confidential”, shall be considered and may be treated by Kafy as non-confidential, subject to SuppltMe’s obligations under relevant data protection legislation. The Merchant also grants to Kafy a royalty-free, perpetual, irrevocable, non-exclusive licence to use, copy, modify, adapt, translate, publish and distribute world-wide any Material for the purposes of providing services under these Terms or to or for the purposes of advertising and promotion of the Platform. The Merchant agrees that all information provided to Kafy that is published, may be relied upon and viewed by Customers to enable them to make decisions and constitute a legally binding contract.
Warranties, Representations and Undertakings
- Merchant warrant, represent and undertake that:
- you have full power and authority to enter into these Terms and you shall, at all times, fully comply with all applicable laws, statutes and regulations, including, without limitation: (i) anti-bribery, anti-corruption, export control and sanctions laws; (ii) consumer protection laws; (iii) import regulations, including with respect to type approvals; and (iv) customs duties and other applicable taxes;
- you have all the necessary licenses, permissions, authorizations, proprietary rights, consents and permits in the products you list or which are listed on your behalf and to sell and promote these products in the Qatar;
- your listed products conform to the required quality and safety standards in the Qatar;
- you are solely responsible for any liability arising from the purchase and use of your listed products by Platform users or other third parties;
- you own or have the authority to grant the licenses granted to us by you under these Terms and any content 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, without limitation, any intellectual property rights (whether registered or not); and
- Furthermore, whilst we attempt to be as accurate as possible, we do not warrant that product descriptions or other content of any Service is accurate, complete, reliable, current, or error-free.
- Other than for the provision of Service(s) by Kafy, Kafy does not share any information of the Merchant with third parties unless requisitioned by government authorities.
- Other than for the purpose of availing Service(s) from Kafy, the Merchant must not disclose any confidential information about Kafy, including but not limited to its business strategies, pricing, revenues, expenses, and Order information to third parties.
- Nothing in these Terms shall limit or exclude a party’s liability: (a) for fraud, including fraudulent misrepresentation, perpetrated by that party; (b) for death or personal injury caused by the negligence of that party; or (c) for any other liability that cannot be limited or excluded under applicable law.
- Subject to clause 8.1, in no event will Kafy, subsidiaries and 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 these Terms for loss of profits, loss of data or information, business interruption or other pecuniary loss or for any special, indirect, incidental or consequential damages, even if we, our affiliates, directors, officers, agents, employees, licensors, subcontractors or suppliers have been advised of the possibility of such damages.
- 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:
- the content or other information you provide when using the Services;
- your use of or your inability to use our Services and/or delays or disruptions in our Services;
- pricing, shipping, format or other guidance and information provided by us or used for product listings;
- any defects or damage to a product that occurred prior to our acknowledged receipt of your product;
- bugs, errors or inaccuracies of any kind in our Services, viruses or other malicious software obtained by accessing or linking to our Services;
- damage to your hardware device from the use of our Platform;
- the content, actions or inactions of third parties using our Services;
- a suspension or other action taken by us with respect to your use of the Services;
- the duration or manner in which your listings appear in search results; or
- your need to modify practices, content or behaviour or your loss of or inability to do business as a result of changes to these Terms.
- Subject to clause 8.1, if clauses 8.2 or 8.3 are held to be unenforceable or inapplicable for any reason, then the total liability applicable to us, subsidiaries and affiliates and our and their directors, officers, agents, employee, suppliers, subcontractors or licensors, to you, (including reasonable 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 these Terms shall be limited to the lower of, (a) the price the product sold for on our Platform and its original shipping costs; (b) the amount of fees in dispute not to exceed the total fees that you paid to us in the three (3) months prior to the action giving rise to the liability.
- You agree to indemnify and hold us, subsidiaries and affiliates and our and their directors, officers, agents, employee, suppliers, subcontractors or licensors harmless from and against any losses, damages and expenses (including legal fees and attorney’s fees) (“Claims”) arising out of or relating to:
- any claims or demands made by any third party (including Customers) due to or arising out of your use of the Services;
- your violation of any of provisions of these Seller Terms, including, without limitation, any of the warranties, representations and undertakings;
- your violation of any applicable laws, including, without limitation, data protection or anti-spam laws as well as any anti-bribery, anti-corruption, export control and sanctions laws;
- your listed products, including with respect to defects in the products, losses suffered by third parties arising from the use of your products; or
- the manner in which you use our Services, including, without limitation, that the content you post, the products you list or trademarks infringe the intellectual property rights of any third party or that the content of your listings is slanderous, defamatory, obscene or violates any other rights (including privacy rights) of any third party (including other Platform users).
- In the event that you breach or fail to comply with any of your obligations as set out in these Terms, you hereby agree that we reserve the right to disclose your information to third parties, including but not limited to, government or regulatory authorities and/or registered trademark owners, in order to resolve any issues arising from such breach.
Suspension and Termination of Account
- Without prejudice to any of our rights and remedies and without any liability to you, we may limit, suspend or withdraw your access to the Services and/or remove hosted content submitted by you or on your behalf, if we consider, at our sole discretion that: (a) you have breached these Terms in any manner whatsoever; (b) you are not reasonably cooperating with an investigation by us or any law enforcement or regulatory agency; or (c) our continued provision of Services to you would expose us or other Platform users to regulatory action or other material risks. Upon termination of your account, your seller account registration shall cease to exist.
- Termination of these Terms (howsoever occasioned) shall not: (a) affect any accrued rights or liabilities of either party; (b) affect any provision of these Terms that is expressly or by implication intended to continue on or after termination; or (c) require a court order.
- Kafy may modify these Terms from time to time, and any such changes will (i) be reflected on the Website, and (ii) be effective immediately upon the changes being reflected on the Platform. The Merchant agrees to be bound to any such changes or modifications and understands and accepts the importance of regularly reviewing these Terms as updated on the Platform.
- Further, in the event Kafy upgrades, modifies or replaces the Services ("Service Modifications") offered to the Merchant, Kafy will notify the Merchant prior to making the same and give the Merchant the opportunity to review and comment on the Service Modifications before continuing to use the Service or any alternative service offered by Kafy. The Service Modifications will also be reflected on the Kafy Platform. If the Merchant continues to use the Service or any alternate service offered by Kafy, following any notice of the Service Modifications, it shall constitute the Merchant’s acceptance of such Service Modifications.