TERMS AND CONDITIONS

1. Definitions

For the purposes of these Terms and Conditions, the following definitions shall apply:

  1. 1.1 “Seller” means any business entity, company, firm, or professional user that registers on the Platform for the purpose of offering, advertising, listing, or supplying products and/or services to Buyers, whether on a subscription or other commercial basis.
  2. 1.2 “Buyer” means any business entity, company, firm, or professional user that registers on the Platform to view listings, submit inquiries, request quotations, or express interest in products or services offered by Sellers.
  3. 1.3 “Users” means collectively and individually, as the context requires, Sellers and Buyers registered on or accessing the Platform.
  4. 1.4 “Terms” means these Platform Terms and Conditions, together with any schedules, policies, guidelines, or documents expressly incorporated by reference, as may be amended, updated, or replaced by the Platform from time to time.
  5. 1.5 “Intellectual Property” or “IP” means all intellectual property rights of any nature, whether registered or unregistered, including but not limited to copyrights, trademarks, service marks, trade names, domain names, patents, design rights, database rights, trade secrets, know-how, and all similar proprietary rights anywhere in the world.
  6. 1.6 “Controller” has the meaning assigned under applicable data protection laws, including the UAE Personal Data Protection Law and, where applicable, GDPR or UK GDPR, and refers to the entity that determines the purposes and means of processing personal data.
  7. 1.7 “Processor” has the meaning assigned under applicable data protection laws and refers to an entity that processes personal data on behalf of a Controller and under its documented instructions.
  8. 1.8 “Listings” means all products, services, or capability offerings published, uploaded, or displayed by Sellers on the Platform, including descriptions, specifications, pricing information (if any), warranty terms, images, documents, and related materials.
  9. 1.9 “Seller Content” means all information, data, text, images, documents, logos, trademarks, product details, warranty terms, marketing materials, and other content uploaded, submitted, or made available on the Platform by or on behalf of a Seller, including content forming part of Listings.

2. Scope and Registration

2.1 Scope of the Platform

The Platform is a B2B online marketplace enabling Sellers to create accounts and publish company profiles, products, services, and business capabilities, and enabling Buyers to register, browse profiles and listings, express interest, and communicate with Sellers.

The Platform acts solely as an intermediary facilitating introductions and communications between Sellers and Buyers. The Platform is not a party to any transaction, does not participate in contract formation between Users, and does not guarantee the performance, quality, legality, pricing, or delivery of any product or service offered by Sellers.

2.2 Eligibility

2.2.1 Sellers must:

  1. be duly incorporated and validly existing under the laws of their jurisdiction;
  2. hold all necessary commercial licences, permits, and regulatory approvals relevant to their operations;
  3. provide documentation proving the authority of the individual registering the account;
  4. maintain an active subscription plan (where applicable); and
  5. comply with all product-category specific requirements imposed by the Platform from time to time.

2.2.2 Buyers must:

  1. be legally competent and authorised to represent their business entity; and
  2. provide accurate business identification information during registration.

2.3 Registration Requirements

2.3.1 Information Requirements

During registration, Users must provide true and complete information to the Platform, including but not limited to:

  1. company name, address, and registration details;
  2. authorised representative information;
  3. contact information;
  4. billing and payment details (for Seller subscriptions); and
  5. any additional information required for verification.

2.3.2 Platform Rights

The Platform reserves the right to:

  1. reject or approve any registration at its sole discretion;
  2. request further information to verify the identity or authority of a Seller; and
  3. suspend or terminate accounts if information provided is inaccurate, misleading, incomplete, or outdated.
Continued access after verification remains subject to these Terms.

2.4 Registration Acceptance

Registration becomes effective once the Platform approves the application. The Platform reserves the right to decline any registration request for any lawful reason. Users are responsible for keeping their account credentials confidential and ensuring authorised access only.

2.5 Account Responsibility

Users are responsible for maintaining the confidentiality of their login credentials and shall be liable for all activities conducted under their accounts. Users shall immediately notify the Platform of any unauthorised access or security breach.

3. Subscription and Payment

3.1 Subscription Plans

Sellers may subscribe to one of the available subscription plans offered by the Platform. Each subscription plan provides access to specific features, services, or benefits as described on the Platform at the time of purchase.

3.2 Subscription Fees

Subscription fees shall be payable in advance for the selected billing cycle (monthly, quarterly, annually, or as otherwise specified). All fees are exclusive of applicable taxes, levies, or government charges, which shall be borne solely by the Seller.

3.3 Payment Method

The Seller agrees to make payments through the payment methods supported by the Platform. By providing payment details, the Seller authorises the Platform to charge the applicable subscription fees automatically at the start of each billing cycle.

3.4 Auto-Renewal

Unless cancelled by the Seller prior to the end of the current billing cycle, the subscription shall automatically renew for the same duration and at the then-applicable subscription rates.

3.5 Non-Refundability

Subscription fees once paid are non-refundable, whether in whole or in part, including but not limited to cases of early termination, non-usage, suspension, or removal of listings by the Seller.

3.6 Failure of Payment

In the event of a failed, reversed, or delayed payment:

  1. The Platform reserves the right to suspend or restrict the Seller’s account and services without notice.
  2. Continued access shall be restored only upon successful receipt of all outstanding dues.

3.7 Price Changes

The Platform reserves the right to revise subscription fees or introduce new charges by providing prior notice to the Seller. Continued use of the Platform after such notice shall constitute acceptance of the revised pricing.

3.8 Termination for Non-Payment

Persistent failure to pay subscription fees may result in termination of the Seller’s account, without prejudice to the Platform’s right to recover any outstanding amounts.

3.9 No Set-Off

The Seller shall not withhold, delay, or set off any subscription fees due to disputes, chargebacks, or claims against the Platform.

3.10 Invoices and Records

Electronic invoices or payment receipts shall be made available to the Seller through the Platform and shall be deemed valid for all legal and accounting purposes.

4. Seller’s Obligations

4.1 Accuracy and Legality of Listings

The Seller shall:

  1. ensure that all Listings, company profiles, product descriptions, specifications, and documents uploaded are accurate, complete, up to date, and not misleading;
  2. ensure they hold all rights, licences, and approvals necessary to market, display, and sell the listed products or services;
  3. ensure that all listings comply with applicable UAE laws, international trade regulations, and the laws of the Seller’s jurisdiction.

4.2 Compliance with Applicable Laws

The Seller agrees not to:

  1. upload, list, or promote illegal, prohibited, counterfeit, fraudulent, or unsafe products;
  2. infringe any third-party intellectual property rights;
  3. post content that is defamatory, offensive, culturally insensitive, or otherwise unlawful;
  4. engage in fraudulent, unethical, or deceptive business practices;
  5. misuse Buyer contact details for unsolicited marketing or communications outside the Platform.

4.3 Prohibited Conduct

Sellers shall not:

  1. publish illegal, defamatory, offensive, or otherwise prohibited content;
  2. post products or services that are counterfeit, stolen, illegal, or unsafe;
  3. engage in unfair or abusive practices aimed at manipulating pricing, ratings, or other metrics; or
  4. misuse Buyer data or collect information for off-Platform solicitation.

4.4 Performance and Liability with Buyers

Sellers acknowledge that they are solely responsible for all obligations arising from transactions with Buyers, including contract performance, delivery, payment terms, customs clearance, warranties, and any liabilities associated with product quality and regulatory compliance.

4.5 Representations and Warranties

Sellers represent and warrant that:

  1. they are fully authorised to act on behalf of the business entity they represent;
  2. the information provided on the Platform is true, accurate, and complete; and
  3. the products or services they list comply with all applicable regulatory, quality, safety, labelling, and export/import requirements.

4.6 Indemnity

Sellers shall indemnify and hold the Platform and Buyers harmless against any loss, claim, or liability arising out of or relating to, including but not limited to:

  1. inaccurate or illegal listings;
  2. breach of applicable laws;
  3. infringement of third-party rights;
  4. violation of applicable intellectual property rights;
  5. any disputes between Sellers and Buyers;
  6. defects in products or services supplied;
  7. breach of Seller Warranty;
  8. violation of safety, quality, certification, or regulatory standards;
  9. claims of IP infringement relating to Seller products or listings;
  10. misrepresentation or inaccuracies in product information;
  11. warranty disputes or claims raised by Buyers.

5. Intellectual Property

5.1 Platform Intellectual Property

All intellectual property rights, including but not limited to copyrights, trademarks, service marks, logos, trade names, designs, software, source code, databases, workflows, user interfaces, and documentation used or made available on the Platform are and shall remain the exclusive property of the Platform and/or its licensors.

5.2 Limited Licence to Seller

Subject to the Seller’s compliance with these Terms, the Platform grants the Seller a limited, non-exclusive, non-transferable, non-sublicensable, and revocable licence to access and use the Platform solely for lawful business purposes in connection with the Seller’s subscription during the term of the agreement.

5.3 Restrictions on Use

The Seller shall not:

  1. copy, modify, reverse engineer, decompile, disassemble, or create derivative works from the Platform or Platform IP.
  2. remove or alter any proprietary notices, branding, or trademarks;
  3. use the Platform IP for any purpose other than as expressly permitted under these Terms; or
  4. permit any third party to access or use the Platform IP without prior written consent.

5.4 Seller Content Ownership

All intellectual property rights in the content, materials, product descriptions, images, trademarks, logos, pricing, and other information uploaded, displayed, or submitted by the Seller (as the “Seller Content”) on the Platform shall remain the sole property of the Seller or its respective licensors.

5.5 Licence Granted by Seller

By uploading or submitting Seller Content, the Seller grants the Platform a worldwide, royalty-free, non-exclusive, transferable, and sublicensable licence to host, store, reproduce, display, distribute, adapt, translate, and use such Seller Content solely for the purposes of:

  1. operating, promoting, and improving the Platform;
  2. enabling transactions and related services; and
  3. complying with legal or regulatory obligations.

5.6 Representations and Warranties

The Seller represents and warrants that:

  1. it owns or has valid rights and licences to all Seller Content; and
  2. the Seller Content does not infringe any third-party intellectual property rights, confidentiality obligations, or applicable laws.

5.7 Infringement and Indemnity

The Seller agrees to indemnify, defend, and hold harmless the Platform from and against any claims, losses, damages, liabilities, costs, or expenses arising out of or related to:

  1. any alleged or actual infringement of third-party intellectual property rights by Seller Content; or
  2. the Seller’s misuse of the Platform or Platform IP.

5.8 Feedback

Any suggestions, feedback, or improvements provided by the Seller regarding the Platform shall be deemed non-confidential and shall become the exclusive property of the Platform, which may use such feedback without restriction or obligation to compensate the Seller.

5.9 Survival

All intellectual property rights and obligations under this clause shall survive the termination or expiry of the Seller’s subscription or account.

6. Data Privacy

6.1 Data Controller and Processor Roles

  1. Depending on the processing activity:
    1. The Platform acts as Controller for user account data, subscription/billing data, platform analytics, and access logs.
    2. The Platform acts as Processor where it hosts, displays, or stores Seller-uploaded business contact information and product data on behalf of Sellers;
    3. Sellers are Controllers of all data they upload; and
    4. Buyers are Controllers of data they submit.

6.2 Compliance with Data Protection Laws

The Platform shall process personal data in accordance with applicable data protection laws, including:

  1. UAE Federal Decree-Law No. 45 of 2021 (UAE PDPL);
  2. General Data Protection Regulation (EU GDPR) (where applicable);
  3. UK GDPR; and
  4. any other applicable international privacy regulations.

6.3 Categories of Data Processed

The Platform may collect and process the below:

  1. company details and trade licence information;
  2. employee contact details (names, job titles, emails, phone numbers);
  3. login credentials;
  4. product and service listings;
  5. Buyer interest indicators;
  6. technical data such as IP addresses, device information, cookies, and log data; and
  7. any other related data.

6.4 International Data Transfers

Users acknowledge and agree that personal data may be transferred to, stored in, or processed in the United Arab Emirates, which may have different data protection standards than their jurisdiction. All international transfers shall be carried out pursuant to lawful mechanisms, including contractual safeguards where required.

6.5 User Responsibilities

As independent Controllers, Users must:

  1. collect, upload, or share only business-related contact data with proper lawful basis;
  2. comply with all applicable privacy laws in their respective jurisdictions; and
  3. ensure they have authority to provide the data submitted to the Platform.

7. Rights of the Platform

7.1 Right to Access and Operate

The Platform reserves the right to operate, manage, modify, enhance, or discontinue any part of the Platform, features, or services at its sole discretion, with or without prior notice.

7.2 Right to Use Seller Content

The Platform may use, display, reproduce, distribute, and promote Seller Content strictly in accordance with the licence granted under these Terms for the purposes of operating, marketing, and improving the Platform.

7.3 Right to Suspend or Terminate

The Platform may suspend, restrict, or terminate the Seller’s account or access to the Platform, with or without notice, in the event of:

  1. breach of these Terms;
  2. non-payment or delayed payment of subscription fees;
  3. suspected fraudulent, unlawful, or abusive activity; or
  4. compliance with legal, regulatory, or governmental requirements.

7.4 Right to Modify Fees and Terms

The Platform reserves the right to revise subscription fees, introduce new charges, or amend these Terms from time to time. Continued use of the Platform after such changes shall constitute acceptance of the updated Terms.

7.5 Right to Remove Content

The Platform may remove, disable access to, or restrict Seller Content that is inaccurate, misleading, infringing, unlawful, or otherwise violates these Terms or the applicable laws.

7.6 Right to Audit and Monitor

The Platform may monitor, review, and audit Seller activity, listings, or content to ensure compliance with these Terms and applicable laws, without assuming any liability or obligation.

7.7 Right to Enforce Intellectual Property

The Platform reserves the right to protect and enforce its intellectual property rights, including taking legal action against unauthorised use, copying, or infringement of Platform IP.

7.8 Right to Data and Analytics

The Platform may collect, use, and analyse aggregated and anonymised data relating to Seller activity for internal business purposes, analytics, reporting, and service improvement.

7.9 Right to Legal Compliance

The Platform may disclose Seller information or content if required by law, court order, or regulatory authority, or where necessary to protect the Platform’s rights, Users, or operations.

7.10 No Waiver

Failure by the Platform to enforce any right or provision under these Terms shall not constitute a waiver of such right or provision.

8. Liability and Limitation of Liability

8.1 Service Provider “As-Is”

The Platform provides all Services on an “as-is” and “as-available” basis and disclaims all warranties of merchantability, fitness for a particular purpose, accuracy, and non-infringement.

The Platform makes no warranties that the Platform will be uninterrupted, secure, error-free, or fit for a particular purpose. Opinions, content, and listings are provided by Users and the Platform does not guarantee their completeness or accuracy.

8.2 Intermediary Role

The Platform is not responsible for:

  1. the quality, authenticity, legality, safety, or delivery of Seller offerings;
  2. any commercial dealings, negotiations, or contracts formed between Buyers and Sellers; or
  3. disputes, losses, or damages arising from business interactions between Users.

All transactions are strictly between Users.

8.3 Exclusion of Damages

To the maximum extent permitted by law, the Platform shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, business interruption, or loss of data.

8.4 Limitation of Liability

To the maximum extent permitted under applicable UAE law:

  1. the Platform shall not be liable for any indirect, consequential, special, punitive, or exemplary damages, including loss of profits, revenues, or business interruption; and
  2. the Platform’s total aggregate liability for any claim arising out of the use of the Services shall not exceed the total subscription fees paid by the Seller in the twelve (12) months preceding the event giving rise to the claim.

9. Product Warranty by the Seller

9.1 Seller Obligations

9.1.1 Sole Responsibility of Seller

All warranties relating to products or services listed, sold, promoted, or supplied through the Platform are solely provided by the Seller. The Platform does not provide, extend, administer, or verify any product or service warranties.

9.1.2 Minimum Warranty Requirements

For all products and services listed on the Platform, each Seller shall provide a clear and legally compliant warranty (as the “Seller Warranty”) that specifies:

  1. warranty duration and applicable categories;
  2. coverage scope, including defects in materials, design, workmanship, or performance;
  3. available remedies (repair, replacement, credit, or refund);
  4. any authorised service centre information;
  5. exclusions or limitations; and
  6. contact details for submitting warranty claims.

9.1.3 Product Warranty Terms

Unless otherwise stated in the product listing, Sellers must ensure that the warranty:

  1. begins from the date of delivery to the Buyer;
  2. covers product defects arising during normal, intended, and lawful use;
  3. includes repair or replacement within commercially reasonable timelines; and
  4. is consistent with manufacturer warranty terms (where applicable).
  5. applies equally to new replacement or repaired units (without resetting the warranty period).

9.1.4 Service Levels for Repairs

Sellers shall ensure that warranty repairs or replacements:

  1. are completed within the timeframe published in the listing or agreed with the Buyer;
  2. include written confirmation of the repairs performed.

The Seller shall disclose repair lead times, maximum number of repair attempts, and remedies if repairs are not feasible.

10. Warranty Process & Buyer Claims

10.1 Claim Submission

The Seller must provide clear instructions for Buyers to raise warranty claims, including:

  1. email or portal-based submission;
  2. required documentation (such as invoice, photos, or serial numbers); and
  3. steps for product pickup or drop-off.

10.2 Assessment & Resolution

Upon receiving a claim, the Seller shall:

  1. acknowledge receipt within a commercially reasonable timeframe;
  2. assess the defect and verify warranty eligibility; and
  3. provide an outcome (repair, replacement, or denial with justification).

10.3 Repair, Replacement, or Refund

If a defect is confirmed, the Seller shall, at its discretion and cost:

  1. repair the defective product;
  2. replace the defective product (same or equivalent model);
  3. provide a partial or full refund; or
  4. provide credit usable against future transactions.

The Seller’s decision shall be final.

11. Warranty Exclusions

The Seller Warranty shall not apply to defects or damages resulting from:

  1. unauthorised repairs, alterations, modification, root/jailbreak, or tampering;
  2. misuse, abuse, negligence, or failure to use product as per manufacturer’s instructions;
  3. physical damage including cracked screens, dents, broken components, or force impact;
  4. liquid damage, corrosion, humidity exposure, or environmental conditions not intended for the product’s use;
  5. use of incompatible, counterfeit, or unauthorised accessories, parts, or consumables;
  6. normal wear and tear, cosmetic damage, or routine maintenance issues;
  7. consumable components (e.g. batteries, fuses, filters, ink cartridges, bulbs) unless explicitly covered;
  8. missing, altered, or defaced serial numbers, barcodes, or security labels;
  9. damage caused by electrical surges, unstable power supply, or improper installation; or
  10. loss of data or software corruption during repair or replacement.

12. Seller’s Legal Warranties, Representations & Undertakings

12.1 Authority & Compliance

Each Seller represents, warrants, and undertakes that:

  1. it has full legal capacity and authority to enter into these Terms;
  2. its listings, products, and services comply with all applicable UAE and international laws, including safety, customs, product certification, labelling, and regulatory requirements; and
  3. it holds all licences, permits, approvals, and authorisations necessary to manufacture, distribute, export, or sell the listed products.

12.2 Product Authenticity

The Seller warrants that all products supplied are:

  1. genuine, authentic, and free from counterfeit or illicit characteristics;
  2. new, unused, and free from structural defects unless explicitly disclosed; and
  3. compliant with applicable quality and safety standards.

12.3 Intellectual Property

The Seller warrants that:

  1. the products and listings do not infringe any third-party intellectual property rights.
  2. it owns or holds valid licences for all trademarks, logos, images, descriptions, and content provided to the Platform.

13. Platform Warranty Disclaimer

13.1

The Platform provides no warranties (express, implied, statutory, or otherwise) relating to Seller products, Seller warranties, or Seller performance. All product-specific warranties are exclusively between the Seller and the Buyer.

13.2

The Platform disclaims any warranties of merchantability, fitness for a particular purpose, non-infringement, compatibility, or uninterrupted availability of Seller products.

14. Exclusive Remedy

The Seller Warranty constitutes the sole and exclusive remedy available to Buyers for product-related defects. No additional remedies shall be provided by the Platform.

15. Governing Law and Dispute Resolution

15.1 Governing Law

These Terms and any non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with the laws of the United Arab Emirates.

15.2 Dispute Resolution

  1. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the Arbitration Rules of the Dubai International Arbitration Centre, which Rules are deemed to be incorporated by reference into this clause.
  2. The number of arbitrators shall be one. The seat of arbitration shall be Dubai, UAE, and the language used in the arbitration shall be English.

15.3 No Third-Party Rights

No third party shall have any rights to enforce these Terms.