Welcome to www.noon.com. The owner and operator of the Site is Noon E Commerce Solutions One Person Company LLC, a company registered in the Kingdom of Saudi Arabia (“KSA”) under commercial registration number 1010569666, with its registered office located at Airport Road, King Khalid International Airport, Riyadh Front, Unit No. 1, Riyadh 13414, Riyadh, KSA (“noon”, together with all relevant Affiliates, “we”, “our”, “us”). The Seller Terms, together with the Legal Documents, as amended or modified by us from time to time (collectively, the “Agreement”) is hereby entered into between us and the Person identified by us as owning the Seller Account and accepting the Agreement (“Seller”, “you”, “your”).

 

PLEASE READ THE AGREEMENT CAREFULLY AS THEY AFFECT YOUR RIGHTS AND LIABILITIES UNDER THE APPLICABLE LAW. BY SIGNING THE AGREEMENT, YOU ACKNOWLEDGE THAT THE AGREEMENT HAS BEEN REVIEWED AND ACCEPTED IN ITS ENTIRETY. IF YOU DO NOT ACCEPT THE AGREEMENT IN ITS ENTIRETY OR IF THE AUTHORISED SIGNATORY DOES NOT HAVE THE REQUISITE AUTHORITY TO BIND YOU, THE AGREEMENT MUST NOT BE ACCEPTED AND YOU AND THE AUTHORISED SIGNATORY MUST IMMEDIATELY DISCONTINUE ALL USE OF THE SITE AND SERVICES.

 

1.     Definitions

 

1.1.   Unless defined otherwise in the Agreement, capitalized terms shall have the following meaning:

 

(a)   “Affiliates” means	with respect to any entity, any other entity that is directly or indirectly controlled by, in control of or under common control with that entity.
(b)   “Authorised Signatory” means	the individual(s) designated by the Seller as its authorized representative(s) on Noon Partners Platform to legally bind the Seller and accept the Agreement on its behalf and who are either: (i) mentioned in the trade license or similar license of the Seller; or (ii) who has been duly authorized by the Seller in writing by way of a notarized power of attorney, resolution or any other form of authorization accepted by us.
(c)   “Applicable Laws” mean	provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees or orders of any governmental authority applicable in the Territory.
(d)   “Confidential Information” means	information relating to us, to the Services or the Customers that is not known to the general public, including any information identifying or unique to specific Customers; reports, insights, trade secrets, processes, operations, style of works, or apparatus, or to the production, sales, shipments, purchases, transfers, identification of customers, inventories, or amount or source of any income, profits, losses, or expenditures and other information about the Services, data derived from the Services except for data arising from the sale of your Products comprising of Products sold, prices, sales, volumes and time of the transaction; and technical or operational specifications relating to the Services. For the purposes of the Agreement, customer Personal Data constitutes Confidential Information at all times.
(e)   “Counterfeit Products” mean	Products that are or contain items misrepresented as having been designed, produced, and/or sold by an authorized manufacturer and seller, including unauthorized copies, replicas, or substitutes.
(f)    “Customer” means	the final consumer of the Products and related services.
(g)   “Customer Loss Fee” means	shall have the meaning given to it in Rocket Model Terms.
(h)   “Defective Products” mean	Products that are faulty, deficient, damaged, fake, date-expired, incomplete in any respect or suffer from any shortcoming or imperfection, does not meet quality standards, harmful, from an unauthorized source/distributor/manufacturer, or unfit for the intended purpose for which they are sold or used or unfit for use or consumption.
(i)   “Effective Date” means	the date on which the Agreement is accepted by the Seller on the Site.
(j)   “E-invoice(s)” means	any valid electronic tax invoices obligated under KSA VAT e-invoicing guidelines, and required the seller to generate and issue to the customer.
(k)   “E-invoicing Regulations” means	collectively regulations, rules, including but not limited to guidelines, technical specifications issued by Zakat, Tax and Customs Authority (‘ZATCA’) of the Kingdom of Saudi Arabia, from time to time.
(l)   “E-invoicing Services” means	a suite of digital platforms and solutions designed to enable sellers to electronically generate, validate, submit, and issue invoices in compliance with ZATCA regulations.
(m)    “Fees” mean	all fees and amounts payable by you to us under the Agreement, including any default fees, storage fees, referral fees, warranty fees, fees for Rocket Model, retention penalty fees and applicable fees for any other Service that we provide to you, such fees being detailed in Noon Program Policies, set out on Noon Partners Platform or agreed otherwise between us and you.
(n)    “Intellectual Property” means	any patent, copyright, trademark, domain name, moral right, trade secret right, or any other intellectual property right arising under Applicable Laws and all ancillary and related rights, including all rights of registration and renewal.
(o)   “Legal Documents” mean	collectively, (i) Noon Program Policies, (ii) Terms of Use, (iii) Terms of Sale and (iv) Privacy Policy available on the Site and as amended or modified by us from time to time.
(p)    “Net Sales Proceed” means	all proceeds received from the sale of Products through the Site after deducting: (i) all applicable Taxes; (ii) Fees; (iii) any shipping, handling; (iv) any payments withheld under the Agreement; and (v) any other charges payable by you to us arising out of or in connection with the Agreement.
(q)  “Noon Partners Platform” means	the online portal and tools made available by noon to you, for you to create your store and Seller Account.
(r)   “Noon Program Policies” mean	the current versions of noon’s program policies which are available on the Site at this uniform resource locator (“URL”): https://help.noon.partners/hc/en-us/categories/13386920019607-Noon-Program-Policies or any other URL, along with any successor or replacement of such policies.
(s)   “Onboarding Documents” mean	include: (i) complete legal business name, registered address of your business, and contact details such as, email address of the Authorised Signatory, email address of your business, phone number; (ii) a valid trade license or similar license to sell Products in the Territory; (iii) VAT registration certificate (if applicable); (iv) VAT registration certificate as non-resident business (for non KSA based legal entities); (v) certified bank details; (vi) valid credit card information relating to credits cards accepted by us; (vii) notarized power of attorney; (viii) valid identification documents of the Authorised Signatory; and (ix) as well as any other information we may request from time to time.
(t)   “Person” means	Any natural person (except a minor under the Applicable Law) or a juridical person recognized under the Applicable Law, including a limited liability company, a partnership, foundation and public or private joint stock company.
(u)   “Personal Data” means	any data relating to an identified natural person, or a natural person who can be identified, directly or indirectly, through the linking of data, by reference to an identifier such as his name, voice, image, identification number, online identifier, geographical location, or one or more physical, physiological, economic, cultural or social characteristics.
(v)    “Privacy Policy” means	the current version of the privacy policy which is available on the Site at URL: https://www.noon.com/saudi-en/privacy-policy/,or any other URL, along with any successor or replacement of such policy.
(w)   “Products” mean	any goods and/or service that you: (i) have offered for sale to Customers through the Site; or (ii) have made available for advertising through our advertising service.
(x)    “Product Liability” means	any and all liability arising out of the sale of Defective Products.
(y)   “Product Liability Claims” mean	any all claims named by Customers, regulatory bodies, authorities or any third parties that arise out of or are in relation to with Product Liability.
(z)   “Required Documents” mean	include brand authorization letters, trademark registration certificates, documents relating to product registration and any other documents relating to the Products requested from you from time to time.
(aa)   “Rocket Model Terms” mean	the current version of the terms and conditions relating to the Rocket Model available at URL: https://help.noon.partners/hc/en-us/articles/22092630274455-Rocket-Program-Seller-Policy or any other URL, along with any successor or replacement of such website and related mobile application.
(bb)  “Seller Account” means	the account created by you on the noon Partners Platform for the purposes of registration for selling Products.
(cc)   “Seller Terms” mean	the noon seller terms and conditions that are accepted by the Seller on the Site and that form a part of the Agreement.
(dd)   “Services” mean	any or all services provided by us to you, the terms and conditions of which are further detailed in Noon Program Policies, or any other services agreed between us and you in writing from time to time.
(ee)   “Site” means	the current version of the website and related mobile application available at URL: www.noon.com or any other URL, along with any successor or replacement of such website and related mobile application.
(ff) “Taxes” mean	any and all sales, goods and services, use, excise, premium, import, export, consumption, and other taxes, regulatory fees, levies (specifically including environmental levies), or charges and duties assessed, incurred, or required to be collected or paid for any reason in connection with any Services.
(gg) “Terms of Sale” mean	the current version of the terms of sale which is available on the Site at URL: https://www.noon.com/saudi-en/terms-of-sale/ , or any other URL, along with any successor or replacement of such terms.
(hh)  “Terms of Use” mean	the current version of the terms of use which is available on the Site at URL:https://www.noon.com/saudi-en/terms-of-use/, or any other URL, along with any successor or replacement of such terms.
(ii) “Territory” means	the KSA.
(jj) “VAT” means	value added tax, as applicable in the Territory.
(kk)   “Your Materials” means	Your Trademarks and any other Intellectual Property made available by you to us.
(ll) “Your Trademarks” means	any trademarks that you provide us: (a) in non-text form for branding purposes; and (b) separate from (and not embedded or otherwise incorporated in) any product specific information or materials.

 

1.2.   Interpretation

(a)   References to clauses are to the clauses of the Agreement. A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes any subordinate legislation made under that legislation or legislative provision.

(b)   Any words following the words “include”, “includes”, “including”, “in particular” or any similar words or expressions will be construed without limitation and accordingly will not limit the meaning of the words preceding them.

(c)   A reference to writing or written includes fax, registered post and email.

 

2.     Eligibility and Enrollment

2.1.   Use of Services is limited to: (a) parties that can lawfully enter into and form legally binding contracts under Applicable Laws; (b) legal entities registered in the Territory with appropriate authorities and holding relevant licenses for the purposes of the Agreement; (c) if registered outside the Territory, legal entities holding relevant licenses and permissions for the purposes of the Agreement and that have completed the VAT registration as non-resident business in the Territory; and (d) any other Person(s) that have been granted any exceptions or approvals at our sole discretion.

2.2.   As a part of the registration process for the Seller Account, you must provide us with the Onboarding Documents. Upon our request, you must also provide the Required Documents as well as any other information requested to enable us to complete the registration process for the Seller Account and provide the Services. Any Personal Data provided to us will be handled in accordance with the Privacy Policy.

2.3.   You shall provide us with the most updated copies of the Onboarding Documents and Required Documents and notify us of any changes to the information contained in the Onboarding Documents or Required Documents at all times. You shall be liable for correctness and validity of all Onboarding Documents and Required Documents at all times.

2.4.   You understand that we reserve the right to defer or suspend activation of Seller Account for reasons including a reasonable suspicion that: (a) you do not meet the eligibility criteria (whether in whole or in part) stated in clause 2.1 above; (b) the Onboarding Documents and Required Documents are untrue, incomplete, inaccurate and/or invalid; (c) you are conducting your business in contravention of the activities listed on your trade license; and any other reason that we may deem fit at our discretion.

 

3.     Services

3.1.   We provide Services to you as a Seller to enable you to offer your Products to Customers registered on the Site. Depending on the business model, the Services, provided by us, any of our relevant Affiliates or other third parties, may include: (a) access to the Site; (b) warehousing, order management and fulfilment (e.g. communication with a Customer on his/her purchase, obtaining payment from a Customer and organizing delivery); (c) shipping the Product from your warehouse/premises to the Customer; (d) cash collection and processing of payments; (e) call centre and customer support; (f) advertising services; and (g) seller financial assistance program; (h)expedited delivery through the Rocket Model.Based on the Service elected by you, you agree to be bound by the terms and conditions of the applicable policy listed on the Noon Program Policies page, all of which are deemed to be incorporated into and form a part of the Agreement.

3.2.   We reserve the right to determine the content, appearance, design, functionality and all other aspects of the Site and the Services (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of the Site and the Service and any element, aspect, portion or feature thereof, from time to time), and to delay or suspend listing of, or to refuse to list, or to de-list, or to require you not to list, any or all Products in our sole discretion. We may also, in our sole discretion, withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or cancel any of your sale transactions if we consider it necessary for legal purposes or to ensure compliance with the Agreement.

3.3.   noon has no control over and is not liable or responsible for content, validity and performance of any third-party websites linked to the Site. Inclusion of such links does not imply that we endorse the linked websites.

3.4.   noon shall monitor your performance on the key metrics including (a) returns; (b) cancellation; (c) negative feedback of products from end customers; (d) order processing speed; (e) illegal non-compliant products; and (f) sales performance. In case of any unsatisfactory performance on above metrics, we may issue warnings to you and have the right to suspend or block the Seller Account without notice and without liability. Additionally, we reserve the right to charge any additional fees and/or penalty (including circumstantial fees) at our discretion and in accordance with noon Program Policies.

3.5.   Rocket Model
Access to Rocket Model is by invitation only. In the event you have received an invite, you may opt in by taking the necessary steps in accordance with the invite. We reserve the right to enable the Rocket Model for you. In the event the Rocket Model is enabled for you by us, in addition to agreeing to the Rocket Model Terms, you confirm that the following additional conditions will be applicable:

(a)   in addition to fees payable for any other Services, fees for Rocket Model in accordance with Noon Program Policies shall be payable;

(b)   you consent to us transferring the Products from one warehouse to another warehouse or to any dark stores in order to enable us to deliver the Products using the Rocket Model;

(c)   if you wish to opt out of the Rocket Model, you agree to provide us with seven (7) business days’ notice by sending an email to seller@noon.com. You acknowledge and agree that upon receipt of the opt-out request, the Products will be in the course of return to our main warehouse and therefore may or may not be delivered under the Rocket Model. To the extent any sale of Products during this period is made through the Rocket Model, you agree that the Rocket Model Fee shall be applicable to such sales. The Products returned to the main warehouse shall be dealt with in line with the business model you have agreed with us.

(d)   In the event of high return rates, you agree that Customer Loss Fee in accordance with Rocket Model Terms shall be borne by you. In addition to charging you the Customer Loss Fee, we may also disable the Rocket Model for your account.

 

4.     Your Obligations

4.1.   You agree to the following binding obligations:

(a)   provide accurate information and content of Products (including description, pictures, specifications etc.);

(b)    Comply with any style guides, brand guidelines and rules provided by noon from time to time

(c)    Promptly update any information in real time about your Products on the Site so that the information is at all times accurate and complete;

(d)   if applicable, deliver Products in accordance with the labeling and packaging requirements and other instructions we notify you of in writing in advance;

(e)   Package and transport the Products safely and in a ship worthy manner so that there is no adverse effect on the quality or condition of the Products;

(f)    Obtain all necessary documentation, permits and consents to deliver the Products;

(g)   Any shipment, delivery and/or return of Products in accordance with the Agreement shall be in accordance with the relevant policies mentioned in Noon Program Policies. You agree and acknowledge that time is of essence for shipment and delivery of the Products;

(h)   Where applicable, arrange pick-up of Products that are the subject of a return, replacement or exchange request or are otherwise rejected by us at the quality check stage;

(i)    Update the price of the Product(s) to take into account any applicable Taxes;

(j)    Accept without contesting, a returned Product where noon or Customer have the right to return the Product;

(k)   Replace or exchange a Product returned by a Customer; and

(l)    Be responsible for any public or private recall and/or safety alerts relating to the Products. You will promptly notify us of any potential recalls, recalls and/or safety alerts.

4.2.   You understand that once you have accepted an order, you cannot cancel the order for any reason, including unavailability of the product or a pricing error on your part. You confirm to be liable for any costs or expense arising out of such cancellation, including any refund made by us to any Customer or any compensation which is paid or in our opinion is payable to any Customer pursuant to such cancellation.

4.3.   Furthermore, you agree that:

(a)   at our sole discretion, we may, for operational or any other reason, choose to purchase the Product from you and resell to the Customer; and, in such case, your obligations relating to Products, warranty, returns, and payment terms, will remain applicable to the Customer who first made the order on the Site as if the sale was directly to that Customer;

(b)   you retain all title to Products until delivered and paid for by a Customer, and at no point during the provision of our Services will we have title to the Products (except in circumstances where clause 4.3(a) of the Seller Terms applies, or where noon pays the full cost of the Products through a penalty or otherwise or  where you fail to comply with the inventory confiscation policy (which forms part of the Noon Program Policies), to which in any circumstance ownership of the product(s) shall transfer fully to noon and noon at it sole discretion can re-sell in any manner as it may deem fit); and

(c)   unless otherwise agreed between the parties, the primary invoicing relationship is between you and the Customer, therefore, you will not issue any invoices to us for the Products. Only a packing list or delivery slip can be issued to us.

4.4.   In order to facilitate transactions between you and the Customer, we may raise invoices and credit notes on your behalf, based on the VAT registration details you provide on noon Partners Platform. You agree to receive such invoices and credit notes in electronic format.

4.5.   We may, at our discretion, provide you with the ability to use our pricing engine tool (“Pricing Engine Tool”). You shall be responsible for setting the minimum and the maximum price for the Products. Based on your inputs, Pricing Engine Tool will automatically assign the final price for the Product within the price range provided by you. All orders placed by the Customers that fall within the price range selected by you shall be final and you undertake to fulfill all such orders. You acknowledge that you shall be liable for all costs or liabilities arising due to any pricing errors arising due to inputs provided by you on the Pricing Engine Tool.

4.6.   You are responsible for ensuring that: (a) you are duly authorised to sell the Products on the Site; (b) the Products you offer for sale have been or can be legally imported (if applicable) and  offered for sale in the Territory; (c) all Products comply with all applicable relevant regulations, including with respect to quality, safety, public interest, religious sentiments, certifications, and sustainability; (d) the sale of the Products does not infringe any third party’s Intellectual Property or right to sell such Products; and (e) you shall not supply Defective Products to us or the Customers.

4.7.   You are responsible for maintaining the confidentiality and security of all Noon Partners Platform access credentials and Seller Account details issued to or generated by you and for implementing appropriate controls and measures within your organization accordingly. Noon is not obliged to investigate the authorization or credentials of any user who accesses your account using your access credentials. You acknowledge and agree that, unless your access credentials are disclosed by noon to a third party, you are responsible for all activity conducted on your account by any person. If you believe your access credentials have been compromised, you must update them as soon as possible and you should inform noon.

4.8.   In the event you opt in for E-invoicing Services, you agree to the following:

(a)   You are obligated to consistently ensure the accuracy of details provided, including the correct VAT rate for the Products, to support the effective generation, issuance, and submission of E-invoices.

(b)   It is mandatory for the Seller to ensure that the VAT rate specified on the Platform aligns with the current laws, regulations, and rules within the KSA, with the Seller bearing full responsibility for regularly updating this VAT rate.

(c)   You are required to accurately identify and declare any Products listed on the noon Partners Platform that qualify for VAT exemption, taking on the responsibility to correctly categorize and periodically revise the tax status of their products in accordance with KSA's VAT legislation.

(d)   Should the Seller manage multiple accounts, whether under identical or differing VAT tax registration numbers (TRN(s)), it is incumbent upon the Seller to enroll each account in the E-invoicing Services offered by us. This includes ensuring compliance with the terms and conditions specified herein for every account.

(e)   The Seller must furnish any information and materials that may be reasonably necessary for the provision of the E-invoicing Services, guaranteeing the completeness and accuracy of such information in all significant respects.

(f)   Take any and all steps to ensure compliance with E-invoicing Regulations.

(g)   You shall download, store and maintain all the relevant information from time to time.

4.9.   You further agree and acknowledge that:

(a)   we reserve the right to amend the specification of the E-invoicing Services without notice if we are required to do so by any applicable statutory authority, regulatory requirement, or if the requirement will not materially affect the nature or quality of the services.

(b)   If any document or information uploaded by you is inaccurate or misleading in any way, we reserve the right to immediately stop the provision of E-invoicing Services

(c)   In the event of any failure or delay by us in the provision of E-invoicing Services, we shall not be responsible for any costs or losses that the Seller sustains or incurs that arise directly or indirectly from our failure or delay to provide the E-invoicing Services.

 

 

5.     Fees and Payments

5.1. The Fees for the Services are detailed in the corresponding Noon Program Policies and such Fees will be revised at our sole discretion, which shall take effect in accordance with clause 15 of the Seller Terms you are responsible for all of your expenses in connection with the Agreement.

5.2. You authorize us (and will provide us documentation evidencing your authorization upon our request) to verify your information (including any updated information), to obtain credit reports about you from time to time, to obtain credit authorizations from the issuer of your credit card, and to charge your credit card (in reimbursement or otherwise). We, our relevant Affiliates or any third parties engaged to provide the Services may charge you for services including: (a) listing Products; (b) a percentage of a sales transaction; (c) using our delivery, warehousing and logistics services; (d) payment processing fees, chargeback or related fees; (e) customs or other taxes we may incur in providing you the Services; (f) costs we may incur if you breach the Agreement; and (g) any other fees in relation to any services agreed between that will be notified to you in advance.

5.3. You can verify sales reports through Seller Account and the report will include the Net Sales Proceed.

5.4. Without prejudice to our right to withhold or deduct any amounts in accordance with the Agreement, we will invoice you on a periodic basis.Net Sales Proceed will be paid to your bank account in accordance with the payment policy detailed in Noon Program Policies. Net Sales Proceed can be credited only to bank accounts designated by you on Noon Partners Platform as supported by our standard functionality and enabled for your account. We shall not be liable for any incorrect bank account details provided by you, and the consequences thereof.

5.5. To authorize payments to you, we may be required to create an account for you with our third-party payment processors, including accepting their standard terms and conditions and submitting your details to them on your behalf. You hereby consent to and authorize us to submit your details to such third-party payment processors on your behalf and we shall not be liable for any damage or loss you may incur as a result.

5.6. You agree that we may choose to offer discounts against your products. In such instance, we will include a discount in the invoice raised from you to the Customer and will pay for this discount by adjusting our Fee invoice.

5.7. If we determine that your account has been used to engage in deceptive, fraudulent, or illegal activity, or to repeatedly violate our Program Policies, then we may in our sole discretion permanently withhold any payments to you.

5.8. Without prejudice to our other rights and remedies, you acknowledge our right to:

(a)   withhold all and any amounts owing to you and to recover from such amounts all losses or damages suffered by us, Customer or any third party.

(b)   To suspend the Seller Account or terminate your access to the Seller Account and/or Services. Following suspension or termination of your account or your use of the Services, you acknowledge our right to set off against any payments to be made to you, an amount determined by us to be adequate to cover chargebacks, refunds, adjustments or other amounts owed to us, paid or payable to Customers or any third parties in connection with the Agreement.

5.9. You acknowledge and agree that in line with the E-invoicing Regulations, it is the Seller’s primary obligation at all times to ensure that E-invoices for all the transactions on the Site are generated and issued by the Seller.

5.10. Opt-in. You may opt for E-invoicing Services offered by us in the manner set out here. The E-invoicing Services are currently being offered at our discretion on a complimentary basis, and we may discontinue providing these E-invoicing Services at any time. However, we reserve the right to amend and charge fees to the Seller at a later stage, after providing notice to the Seller.

 

6.     Taxes, Duties, VAT and Compliance Matters

6.1. You acknowledge and undertake to comply with all Applicable Laws as per your country of operation and the Territory You will comply with all applicable tax laws in the Territory and fulfill your obligations to the tax authorities in a timely and complete manner, including, keeping any tax registration certificates up to date, keeping VAT registration certificates up to date and obtaining VAT registration certificates whenever your business’ revenue achieves the thresholds prescribed by the applicable tax laws. Upon receiving the relevant certificate and documents from the tax authorities including VAT registration certificates, you undertake to update noon Partners Platform immediately.

6.2. All sums payable by the Seller are exclusive of any VAT that may be chargeable. You shall pay VAT in respect of all taxable supplies made to it in connection with the Services opted and rendered by noon.

6.3. You will be solely responsible for the collection, reporting, and payment of any and all Taxes and VAT as applicable in relation to sales and/or services made to the Customers. You agree to bear any applicable Taxes, VAT and/or charges levied thereon as may be applicable to the transaction. You, as a Seller, agree that you must issue correct and complete invoices as per prevailing VAT regulations, including e-invoicing regulations. Notwithstanding anything contained in the Agreement, you, as a Seller shall be solely responsible for any liability that shall be imposed on noon or you as a result of your failure to comply with tax requirements.

6.4. You, as a Seller, shall be solely responsible to ensure accurate mapping of the corresponding Harmonised System Nomenclature (HSN)/GS1/EGS code number for every Product listing as it is deemed fit. In the event that you do not provide the applicable code number that particular Product will be delisted and you will no longer be able to sell the Product on the Site.

6.5. Noon shall reserve the right to amend, update and change relevant terms, based on any amendment or clarification or such other similar update from the tax authorities in the country of operation.

6.6. You, as a Seller, agree that your performance under the Agreement will be in full compliance with any Applicable Laws relating to anti-bribery and anti- corruption, including Foreign Account Tax Compliance Act (“FATCA”) and the Common Reporting Standard (“CRS”) regime prevailing in the country of operation.

6.7. Your operations shall be conducted at all times in compliance with all applicable anti-money laundering laws, regulations, rules, and guidelines in its jurisdiction of incorporation and in each other jurisdiction of operation, as the case may be, conducts business (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental authority involving the Seller or its subsidiaries with respect to any of the Money Laundering Laws is, to the best knowledge of the Seller, pending, threatened or contemplated.

 

7.     Term and Termination

7.1. The term of the Agreement will commence on the Effective Date and continue until terminated by us or you as provided below.

7.2. You may at any time terminate your use of any Service by providing thirty (30) days’ prior written notice of termination to us. Subject to clause 7.3, we may terminate your access to the Site and/or use of any Services or terminate the Agreement for convenience at any time with thirty (30) days’ advance written notice and without the need of obtaining any court order.

7.3. We may suspend or terminate your use of any Services immediately if we determine that (a) you have materially breached the Agreement and failed to cure within seven (7) days of a cure notice unless your breach exposes us to liability toward a third party, in which case we are entitled to reduce, or waive, the aforementioned cure period at our reasonable discretion; (b) your account has been, or our controls identify that it may be used for deceptive or fraudulent, or illegal activity; or (c) your use of the Services has harmed, or our controls identify that it might harm, other sellers, customers, or our legitimate interests.

7.4. We will promptly notify you of any such termination or suspension via email or similar means, including Noon Partners Platform, indicating the reason and any options to appeal, except where we have reason to believe that providing this information will hinder the investigation or prevention of deceptive, fraudulent, or illegal activity, or will enable you to circumvent our safeguards.

7.5. On termination of the Agreement, all related rights and obligations under the Agreement immediately terminate, except that: (a) you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination, and (b) clauses 5, 6, 8, 10, 11, 12, 13, 14 and 16 of the Seller Terms shall survive the termination of the Agreement.

7.6. On termination of your Services, your account shall be deactivated immediately. Deactivation of the account does not prejudice our rights to pursue and claim any debt or receivables of any kind owed to us by you. If you decide to recommence receipt of services from noon, we may reactivate your previous account (unless there are material changes in the business, trade license and tax documentation) but any services will be provided subject to your agreement of our prevailing terms and conditions.

 

8.     Intellectual Property

8.1. You grant us a royalty-free, non-exclusive, worldwide, right and license for the duration of your original and derivative Intellectual Property to use any and all of Your Materials for the Services, and to sublicense the foregoing rights to our Affiliates and approved third parties; provided, however, that we will not alter any of Your Trademarks from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of Your Materials (provided you are unable to do so using standard functionality made available to you via the applicable Site or Service); provided however, that nothing in the Agreement will prevent or impair our right to use Your Materials without your consent to the extent that such use is allowable without a license from you or your Affiliates under applicable law (e.g., fair use under copyright law, referential use under trademark law, or valid license from a third party).

8.2. You shall not use, or permit to be used, noon’s name, trademarks or logos in any advertisements, promotional literature or information without the prior written consent of noon. Where such consent is provided, the use of noon’s name, trademarks and logos shall be strictly in accordance with the permission and direction provided by noon.

8.3. You must not use any automated tool of any type to scrape data from the noon platform. Such activity will be considered to be a material breach of the Agreement.

8.4. You specifically represent and confirm that the Products do not infringe any third-party Intellectual Property. If we are notified are by another seller, Customer, brand owner or a third party, or via a court, administrative or government order that (a) the Products or a portion or Product branding violates the Intellectual Property of a third party (whether registered or unregistered), noon may remove such products from the Site and warehouses (if relevant) at its sole discretion and without incurring any expense or liability, or ask you to remove such Products within a reasonable timeframe notified in writing. Any claim by a third party for infringement of Intellectual Property arising from the sale or use of the Products shall be at your sole liability and responsibility. You shall accept any test reports from a reliable international agency engaged by us for verifying the authenticity of Products, if required.

 

9.     Disclaimer & General Release

9.1. The Site and the Services, including all content, software, functions, materials, and information made available on or provided in connection with the Services, are provided "as-is". As a user of the Services, your use of the Site, the Services, and Noon Partners Platform are at your own risk. To the fullest extent permissible by law, we and our Affiliates disclaim:

(a) any representations or warranties regarding the Agreement, the services or the transactions contemplated by the Agreement, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement;

(b) implied warranties arising out of course of dealing, course of performance, or usage of trade; and (c) any obligation, liability, right, claim, or remedy in tort, whether or not arising from our negligence. We do not warrant that the functions contained on the Site and the Services will meet your requirements or be available, timely, secure, uninterrupted, or free of any bugs, errors, inaccuracies, viruses or other malware. We will not be liable for any service interruptions, including system failures or other interruptions that may affect the receipt, processing, acceptance, completion, or settlement of any transactions.

9.2. Because noon is not involved in transactions between Customers and sellers or other participant dealings, if a dispute arises between one or more participants, each participant releases noon (and its agents and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

9.3. We will provide storage services in accordance with Noon Program Policies. At all other times, you will be solely responsible for any loss of, or damage to, any Product. Our confirmed receipt of delivery does not:

(a) indicate or imply that any Product has been delivered free of defect or damage, or that any defect or damage to any Product later discovered occurred after confirmed receipt of delivery;

(b) indicate or imply that we actually received the number of units of your Product(s) specified by you for such shipment; or

(c) waive, limit, or reduce any of our rights under the Agreement. We reserve the right to change, scheduling restrictions and volume limitations on the delivery and storage of your inventory at out fulfillment centers, and you agree to comply with any of these restrictions or limitations.

 

10.  Representations, Warranties and Undertakings of the Sellers

10.1.  The Seller represents and warrants that:

(a)   it is duly organized, validly existing and in good standing under the laws of the country or territory in which the business is registered and it holds and will maintain all applicable registrations and other authorizations needed to conduct business in that country or territory and you are not under any restriction that prevents you from conducting business in that country or territory;

(b)   it or the Authorised Signatory has all requisite right, power, and authority to enter into the Agreement, perform any actions, and grant the rights, licenses, and authorizations in the Agreement;

(c)   any information provided or made available by one party to the other party or its affiliates is at all times accurate and complete;

(d)   it is not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including the lists maintained by the United Nations Security Council, the Government of United States of America (“US”) including the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list, Office of Foreign Assets Control, and the US Department of Commerce’s Entity List, the European Union or its member states, or other applicable government authority;

(e)   it will comply with all Applicable Laws in performance of its obligations and exercise of its rights under the Agreement;

(f)    it comply with all applicable data protection laws including data protection laws as applicable in the Territory.

(g)   In relation to the Products offered for sale by you on the Site, you confirm that:

                      i.        you hold clear title to the Products;

                     ii.        You are either the lawful owner or the authorised licensee or authorised distributor of Your Trademark;

                    iii.        Products conform to the required quality and safety standards in the Territory;

(h)   unless stated otherwise on the Site, all Products are new (and not refurbished or used), 100% genuine are free from any defects, not misbranded, misrepresented or mislabeled;

(i)    you are solely responsible for any liability arising from the purchase and use of your listed Products by Site users or other third parties;

(j)    you have obtained all relevant approvals, authorisations, consents, licenses, permissions necessary to offer the Products for sale on the Site whether from all relevant regulatory authorities.

(k)   you undertake to provide all necessary after-sale services in relation to the Products including providing warrantee and replacement services;

(l)    You have the authority to grant the licences granted to us by you under the Agreement 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 any Intellectual Property (whether registered or not); and

(m)  Any descriptions relating to the Products including specifications, dimensions, ingredients, restrictions and disclaimers provided by you are correct and accurate. If the description and/or dimensions are not correct, you will be liable for any additional shipping costs that might be incurred.

10.2.  You represent and warrant that access to and custody of your account on the Noon Partners Platform shall always remain with competent persons(s). You shall procure that your representatives are authorized to use the Site, the Services and the Noon Partners Platform and shall use the Site, the Services and Noon Partners Platform with due care.

10.3.  You understand that noon is a technology platform and you wish to use noon’s technology and services to sell your Products to Customers. You agree that contract of sale in relation to Products will be strictly between you and Customers. At no point shall noon have any obligations or liabilities in respect of such contract. noon is not responsible for any non-performance or breach of any contract between you and the Customers. noon cannot and does not guarantee that you and Customers concerned will perform transaction(s) concluded on the Site. noon shall not and is not required to mediate or resolve disputes or disagreements between you and the Customers.

10.4.   You undertake that you are responsible for Product Liability and Product Liability Claims.

 

11.  Anti-Counterfeiting

11.1.  The listing or sale of Counterfeit Products on the Site is prohibited.

11.2.  You will not display or offer any Products for sale that belong to another person and over which you have no right or which infringe upon or violates any third party’s rights, including IPR, rights of privacy or rights of publicity; or products which promote an illegal or unauthorized copy of another person’s copyrighted work or infringes any patent, trademark, copyright, proprietary rights, third-party’s trade secrets, rights of publicity or privacy, or is fraudulent or involves the sale of counterfeit or stolen items or which violates any law for the time being in force in the Territory.

11.3.  We reserve the right to verify and determine whether the Products sold on the Site are original and authentic. In the event we, at our sole discretion, determine a Product is a Counterfeit Product we may impose a penalty of up to SAR 200,000 without the need of obtaining a court order. This penalty shall be in addition to any fine or levy imposed by any governmental authority or agency.

11.4.  You agree to our right to withhold any amounts due and payable to you by us pending the resolution of any issues relating to Counterfeit Products, including any internal investigations or settlement of such issues with Customers and/or third parties.

 

12.  Limitation of Liability

12.1.  Nothing in the Agreement shall limit or exclude a party’s liability for:

(a) for fraud, including fraudulent misrepresentation;

(b) death or personal injury caused by the negligence of that party; or

(c) any other liability that cannot be limited or excluded under Applicable Law.

12.2.  Subject to clause ‎12.1, we, our parent company, subsidiaries, Affiliates, and our and their directors, officers, agents, employees, suppliers, subcontractors or licensors will not be liable for any special, indirect, incidental or consequential damages, loss of profits, loss of data or information, business interruption or other pecuniary loss.

12.3.  In addition, to the extent permitted by Applicable Law, we (including our parent company, subsidiaries and Affiliates and our and their directors, officers, agents, employee, suppliers, subcontractors or licensors) are not liable, and you agree not to hold us responsible, for any damages or losses resulting directly or indirectly from:

(a)   the content or other information you provide when using the Services;

(b)   sale of Defective Products;

(c)   any defects or damage to a product that occurred prior to noon gaining possession of the Product;

damage to your hardware device from the use of our Site;

(d)   the actions or inactions of third parties;

(e)   a suspension or other action taken by us with respect to your use of the Services;

(f)    the duration or manner in which your listings appear in search results; or

(g)   your need to modify practices, content or performance or your inability to do business as a result of changes to the Agreement.

12.4.  Our maximum aggregate liability for any claims under the Agreement, our parent company, subsidiaries and Affiliates and our and their directors, officers, agents, employee, suppliers, subcontractors or licensors, to you, (including 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 the Agreement shall be limited to the lower of, (a) the price of the Product(s) sold on our Site giving rise to any liability and its original shipping costs (where applicable); or (b) the total amounts during the prior three (3) month period paid by you to noon in connection with the particular service giving rise to the claim.

 

13.  Indemnification

13.1.  You will defend, indemnify, release and hold harmless noon and our parent company, subsidiaries and Affiliates, directors, officers, agents, employee, suppliers, subcontractors or licensors against any third-party claim, loss, damage, settlement, cost, expense, or other liability (including any legal costs and attorneys’ fees) (each, a “Claim”) arising from or related to circumstances including: (a)  your non-compliance with Applicable Laws; (b) your Products, including their offer, sale, use, labeling, packaging, fulfillment, refund, cancellation, return or adjustments thereof; (c) Your Materials, any actual or alleged infringement of any Intellectual Property by any of the foregoing, and any personal injury, death (to the extent the injury or death is not caused by noon), or property damage related thereto; (d) Taxes and duties or the collection, payment, or failure to collect or pay your Taxes or duties, or the failure to meet tax registration obligations or duties; (e) Product Liability for damage caused by your Product; or (f) actual or alleged breach of any representations you have made.

13.2.  In our opinion, if any Claim might adversely affect us, we may select and appoint legal counsel to represent our interest and you shall remain responsible for the Claims. We may withhold any amounts payable to you by us or debit your account and/or your credit card with any expense incurred by us in relation to such Claims.

13.3.  Where the substance of a Claim relates to a dispute between you and a Customer, but noon has been wrongly identified as a defendant in the dispute, you agree to provide all assistance to noon in order for noon to be removed as a defendant in such Claim.

13.4.  Our failure to provide a notice regarding a Claim shall not relieve you of any liability that you may have towards us.

 

14.  Confidentiality and Personal Data

14.1.  During the course of your use of the Services, you may receive Confidential Information. You agree that for the duration of the Agreement and 5 years after termination: (a) all Confidential Information will remain our exclusive property except for customer personal data owned by the respective customer; (b) you will use Confidential Information only as is reasonably necessary for your participation in the Services; (c) you will not otherwise disclose Confidential Information to any other Person except as required to comply with the Law; (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement; and (e) you will retain Confidential Information only for so long as its use is necessary for participation in the Services or to fulfill your statutory obligations (e.g. tax) and in all cases will delete such information upon termination or as soon as no longer required for the fulfillment of statutory obligations. The foregoing sentence does not restrict your right to share Confidential Information with a governmental entity that has jurisdiction over you, provided that you limit the disclosure to the minimum necessary and explicitly indicate the confidential nature of the shared information to the governmental entity. You may not issue any press release or make any public statement related to the Services, or use our name, trademarks, or logo, in any way (including in promotional material) without our advance written permission or misrepresent or embellish the relationship between us in any way. You will maintain the confidentiality of all Confidential Information we may provide you or which you receive as a result of your access to or use of the Site and/or the Services and will not release, disclose, use, make available or copy any such Confidential Information without our prior written consent. You may disclose Confidential Information to employees, agents or subcontractors on a need-to-know basis only. Excluded from this obligation of confidentiality is Confidential Information which: (a) is known or becomes known to you directly or indirectly from a third party source not having an obligation of confidentiality to us; (b) becomes publicly known or otherwise ceases to be secret, proprietary or confidential, except through your breach of the Agreement; (c) is independently developed by you; or (d) is required to be disclosed by a government authority or by law, provided that you give us reasonable prior written notice sufficient to permit us to contest such disclosure.

14.2.  You consent and agree that noon may share your information with any third parties for the purposes of providing the Services.

14.3.  You may only use Personal Data as necessary to fulfill orders and may not use any such information (including contact information) for any purpose other than fulfilling orders or providing any Service in connection with the Agreement. Without prejudice to the generality of the previous sentence, you must not market directly to any such Customer nor disclose their Personal Data to any third party (other than as strictly necessary to complete any fulfilment obligations). Generally, you may not use such data in any way inconsistent with applicable law. You must keep Personal Data confidential at all times.

 

15.  Amendments and Modifications

15.1.  We reserve the right to change, modify, replace, add, or remove any terms of the Agreement at any time by providing a minimum of one-week notice (in a manner as stated in clause 17.6) prior to the effectiveness of such amendment(s).

15.2.  We may change or modify the Agreement at any time with immediate effect (a) for legal, regulatory, fraud and abuse prevention, or security reasons; (b) to change existing features or add additional features to the Services (where this does not materially adversely affect your use of the Services); and/or (c) to restrict Products or activities that we deem unsafe, inappropriate, or offensive.

15.3.  Your continued access to or use of the Site, Services and/or Noon Partners Platform after the effective date of any change to the Agreement in accordance with this clause 15 will constitute your acceptance of that change. If you do not agree to any amendments or modifications to the Agreement, you shall not to use the Site and/or Services and you shall terminate the Agreement as described in clause 7 of the Seller Terms by sending us a notice in a manner stated in clause 17.6.

 

16.  Governing Law and Jurisdiction

16.1.  The Agreement shall be governed by and construed in accordance with the laws of KSA. Both parties irrevocably submit to the exclusive jurisdiction of the courts in the emirate of KSA.

 

17.  General 

17.1.  Waiver. The failure of either party to enforce, at any time or for any period of time, the provisions hereof, or the failure of either party to exercise any option herein, shall not be construed as a waiver of such provision or option and shall in no way affect that party’s right to enforce such provisions or exercise such option.

17.2.  Force Majeure Event. We will not be liable for any delay or failure to perform any of our obligations under the Agreement by reasons, events or other matters beyond our reasonable control. 

17.3.  Assignment. You may not assign or transfer your rights under the Agreement, in whole or in part, without our prior written consent. We may assign or transfer the Agreement or any or all of its rights or obligations hereunder, in whole or in part, under the Agreement without consent or notification. We shall be expressly discharged from all obligations and responsibilities arising after the assignment or transfer. Subject to the foregoing, the Agreement shall be binding upon and shall inure to the benefit of each party hereto and its respective successors and assigns.

17.4.  Relationship between the Parties. You and we are independent contractors, and nothing in the Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. The Agreement will not create an exclusive relationship between you and us. Nothing expressed or mentioned in or implied from the Agreement is intended or will be construed to give to any person other than the parties to the Agreement any legal or equitable right, remedy, or claim under or in respect to the Agreement. The Agreement and all of the representations, warranties, covenants, conditions, and provisions in the Agreement are intended to be and are for the sole and exclusive benefit of noon and you. As between you and us, you will be solely responsible for all obligations associated with the use of any third party service or feature that you permit us to use on your behalf, including compliance with any applicable terms of use. You will not make any statement, whether on your site or otherwise, that would contradict anything in this clause.

17.5.  Dates. All references to days, dates, months, years, and otherwise the passage of time herein shall refer to the Gregorian calendar.

17.6.  Notices. noon will provide any notice to you under the Agreement by posting changes to Noon Partners Platform or by sending an email notification on the email address of the Authorised Signatory provided by you on noon Partners Platform. Where you have registered more than one authorized signatories on Noon Partners Platform, the email notification sent to any of the authorized signatories shall be deemed as a valid receipt and acceptance of such notice. All such notices shall be effective upon receipt. You undertake to keep the email addresses and other details of the Authorised Signatory/ies updated on Noon Partner Platform at all times. You must send all notices and other communications relating to us at seller@noon.com. We may also communicate with you electronically and in other media, and you consent to such communications. You may change your e-mail addresses and certain other information in Noon Partners Platform, as applicable. You will ensure that all of your information is up to date and accurate at all times.

17.7.  Translations. We may make available translations to the Agreement and Noon Program Policies, but the English version will control. To the extent that a translation is required for any reason under applicable law, only a translation prepared or arranged by us may be relied upon in any formal proceedings and only with our prior written consent. You agree we may communicate with you in English during the Term.

17.8.  If any provision of the Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from the Seller Terms and will not affect the validity and enforceability of any remaining provisions. The Agreement represents the entire agreement between the parties with respect to the Services and related subject matter and supersedes any previous or contemporaneous oral or written agreements and understandings.