JAZP TERMS AND CONDITIONS

1. INTRODUCTION
   • 1.1 Applicable Terms: Please read the following terms and conditions (“Terms and Conditions”) before accessing or using the JAZP website located at https://qatar.jazp.com/qa-en/ (“JAZP Site”) and the JAZP seller portal located at https://sell.jazp.com/ (“JAZP Seller Portal”), in any way, downloading, installing or using JAZP’s Site or JAZP Seller Portal or any other software supplied by JAZP (“Software”) (hereinafter collectively, referred to as the “Platform”), or accessing or using any information, services, features or resources available or enabled via the Platforms on any supported electronic device.
   • 1.2 JAZP Trading WLL, is a limited liability company incorporated in the State of Qatar and having CR No. 117171 (hereinafter referred to as “JAZP”). It enables Order Services (as defined below) transactions on its Platform between Partner Merchants (as defined below) and Users (as defined below). The Users can choose and place Order (as defined below) from a variety of products and services listed and offered for sale by Partner Merchants.
   • 1.3 In respect of the above, JAZP enables the initiation of the JAZP Ship service (as described below), undertaking the responsibility of providing pick-up and delivery services for Orders, as per the requests made by Partner Merchant(s) using the Platform.
   • 1.4 JAZP is not a manufacturer or distributor of the products and Services listed on the Platform and merely facilitates the placing of Order(s) against the Partner Merchant on behalf of the User pursuant to a contract for sale and purchase of goods and services between the User and Partner Merchants, as governed by Law No. 22 of 2004 Promulgating the Civil Code of the State of Qatar.
   • 1.5 For avoidance of doubt, it is clarified that JAZP only acts as an intermediary that facilitates the transactions between the Users and the Partner Merchants. It is specifically clarified that the Partner Merchants are independent contractors and are free to determine their method/ manner of work. JAZP does not exercise control over the Partner Merchants.The relationship between JAZP and the Partner Merchants is not that of agent and principal or employee and employer or partners/ joint venture partners.
   • 1.6 Acceptance: This Terms and Conditions constitute a legally binding agreement between JAZP and the Partner Merchants. By installing, downloading or using the Platform, the Partner Merchants shall be contracting with JAZP and shall be deemed to have read, understood, accepted and agree to be bound to the Terms and Conditions. If these Terms and Conditions (or any part thereof) are not acceptable, such person must not access/use or continue to access/use the Platform. In any event, JAZP reserves the right to suspend or terminate access to or usage of all or any part of this Platform at any time, without any liability to the Partner Merchant and/or any other authorised representative.
   • 1.7 Updates to this Terms and Conditions: JAZP reserves the right to update, change or replace any part of this Terms and Conditions by posting updates and/or changes to the Platform, with or without notification to the Partner Merchants. Any new features or tools which are added to the Platform shall also be subject to these Terms and Conditions. Any new version of this Terms and Conditions shall take effect and will govern the use of the Platform and the Partner Merchant’s relationship with JAZP, immediately upon the date of uploading such revised version on the Platform. The Partner Merchant’s continued usage/access to the Platform following the upload of any changes constitutes acceptance of those changes.
2. DEFINITIONS
   • For the purposes of this Terms and Conditions:
   • “Account” shall have the meaning ascribed to it under clause 3.1 of this Terms and Conditions.
   • “Admin” shall mean authorized personnel of the Partner Merchant having access to limited to or unlimited features on the Platform.
   • “Affiliates” shall mean any individual, corporation, partnership, limited liability company, association, trust, unincorporated entity or other legal entity that directly, or indirectly through one (1) or more intermediaries, controls, is controlled by, or under common control of JAZP.
   • “Agreement” shall mean the Partner Merchant Agreement and this Terms and Conditions.
   • “Applicable Law(s)" shall mean all applicable laws, rules, regulations, guidelines, statutory or government notifications of the State of Qatar.
   • “Authorised Signatory” shall mean the person named in the computer card/ establishment card or the Commercial Registration (CR) of the Partner Merchant.
   • “Brand Owner” shall mean the entity or individual that legally owns the rights to a particular brand or trademark and has the rights to use, license, and protect the brand or trademark in commerce.
   • "Confidential Information" means information relating to us, to the Services or JAZP customers that is not known to the general public including, but not limited to, any information identifying or unique to specific customers; reports, insights, and other information about the Services, data derived from the Services except for data (other than Customer personal 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 this Terms and Conditions, customer personal data constitutes Confidential Information at all times.
   • “Data Protection Legislation” shall mean (a) Law No. 13 of 2016 of the State of Qatar; and (b) any other legislation in force from time to time relating to privacy and/or the processing of personal data and applicable to the provision of Services under these Terms and Conditions.
   • “Existing Product” shall mean any product that is already listed on the Platform.
   • “Excluded Product” shall mean a product (a) that is defective, damaged, unfit for a particular purposes, or lacking required labels; (b) the labels for which was not properly registered with JAZP before shipment or do not match the product that was registered; (c) any product not approved by JAZP; or (d) any other product not permitted for Selling under company CR or Applicable Law.
   • “Feedback” shall mean any submission of any ideas, suggestions, and/or proposals to JAZP through its Platform.
   • “Fulfilment by JAZP” shall mean a fulfilment service that allows Partner Merchants to use JAZP to store and ship Customer Orders.
   • “Intellectual Property Right” shall mean any patent, copyright, trademark, domain name, moral right, trade secret right, or any other intellectual property right arising under any Applicable Laws and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing.
   • “JAZP Associated Properties” shall mean any website or other online point of presence through which the Platform, or any products or services available on it, are syndicated, offered, merchandised, advertised, or described.
   • “JAZP Material” shall mean any products, images, photographs, including any person represented in the photographs, illustrations, icons, texts, video clips, music, written and other materials that are owned by JAZP or its Affiliates and protected by legislation such as copyright, designs and trademark legislation and under international treaty provisions and national laws worldwide.
   • “JAZP Ship” shall mean the delivery service that allows the Partner Merchant to use JAZP to deliver Customer Orders.
   • “JAZP Seller Portal” or “Seller Portal” shall mean the seller portal which is identified by the URL https://sell.jazp.com/,and any successor or replacement of such website.
   • “JAZP Site” shall mean the website, the primary home page of which is identified by the URL https://qatar.jazp.com/qa-en/ , and any successor or replacement of such website.
   • “Order Information” shall mean, with respect to any of the Order Services ordered through the Platform, the order information and shipping information that we provide or make available to you.
   • “Order Services” shall mean the selling of Your Products, listed, advertised and marketed by the Partner Merchant including, but not limited to, (a) consumer goods, and (b) other products and services that is available for Order by the User on the Platform which the Partner Merchants may or may not accept at its absolute discretion.
   • “Order” shall mean a request for Order Service placed by the User on the Platform.
   • “Partner Merchants” or “you” or “your” shall mean all establishments and merchants participating in connection with the Order Services. Specifically, Partner Merchants, in the context of this Terms and Conditions, are those establishments and merchants, duly registered and authorised by JAZP, who accesses or uses the Services for the purpose of sharing, displaying, hosting, publishing, transacting or uploading information, views, pictures and engages in the sale of an Order on the Platform.
   • “Privacy Policy” shall mean JAZP’s privacy policy located at https://qatar.jazp.com/qa-en/privacypolicy
   • “Purchase Price” shall mean the total amount payable or paid for Your Product (including taxes, shipping, handling and Additional Charges, as specified in the Merchant Agreement, to the extent specified in the Fee Schedule).
   • “Product Price” shall mean the price of Your Product, which you, at your discretion, select when listing Your Product on the Platform.
   • “Platform” shall mean the JAZP Site and JAZP Seller Portal.
   • "Required Product Information or Product Information" shall mean specific details related to each of Your Products on the Platform. This includes: (a) a description, encompassing location-specific availability, options, scheduling guidelines, and service cancellation policies; (b) SKU and UPC/EAN/JAN numbers, along with any other identifying information requested by Customer or JAZP; (c) information about in-stock status, availability, shipping limitations or requirements, and Shipment Information, adhering to JAZP's categorizations; (d) categorization within JAZP's product category and browse structure as outlined by JAZP; (e) a digitized image accurately depicting Your Product, complying with JAZP's image guidelines, and excluding additional logos, text, or markings; (f) Product Price; (g) any required text, disclaimers, warnings, notices, labels, warranties, or other content mandated by Applicable Laws for Your Product's offer, merchandising, advertising, or sale; (h) vendor requirements, restocking fees, or other terms and conditions applicable to the product, known to Customers before purchase; (i) brand; (j) model; (k) product dimensions; (l) weight; (m) a delimited list of technical specifications; (n) SKU and UPC/EAN/JAN numbers (and other requested identifying information) for accessories related to Your Product available in the catalogue; and (o) any other information reasonably requested by JAZP, such as the condition of used or refurbished products, and invoices or documentation verifying the safety and authenticity of Your Products.
   • "Sales Proceeds" shall mean the gross proceeds from any of Your Transactions, including (a) all shipping and handling, gift wrap and other charges to the extent specified in the applicable Fee Schedule.
   • “Service(s)” shall mean services provided by JAZP on the Platform to facilitate Selling, delivery, marketing and advisory services.
   • “Sensitive Information” shall mean Customer’s private information including, but not limited to, name, address, phone number, debit card numbers and credit card numbers.
   • “Shipment Information” shall mean with respect to any of Your Products, the estimated or promised shipment, delivery date, the mode of delivery/ shipment and the designated shipping partner (as applicable).
   • “Selling” shall mean a Service that allows you to list and offer Your Products directly on the Platform.
   • “Super Admin” shall mean an authorised personnel of the Partner Merchant having access to all the features of the JAZP Seller Portal.
   • “Terms and Conditions” shall mean the service terms applicable to each Service, which are made part of this Terms and Conditions upon the date you elect to register on the Platform for or the use of the applicable Service, and any other subsequent modifications we make to those terms.
   • “Territory” shall mean the State of Qatar.
   • "User" or “Customer” shall mean any person who accesses or uses the Platform for the purpose of placing an Order.
   • "We", "we" or "us" or “our” shall mean JAZP.
   • “Your Materials” shall mean all technology, Your Trademarks, content, Your Product Information, data, materials, and other items or information provided or made available by you or your Affiliates to JAZP or its Affiliates.
   • “Your Product(s)” shall mean any product or service that you: (a) have offered for Selling on the Platform; (b) have made available for advertising through the Platform; or (c) have fulfilled or otherwise processed through Fulfilment by JAZP or JAZP Ship.
   • “Your Trademark” shall mean trademarks of yours that you provide to 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.
   • “Your Transaction” shall mean any sale of Your Product(s) through the Platform.
3. ACCOUNT REGISTRATION
   • 3.1To access and participate in using certain features of the Seller Portal (including Selling of Orders), you will need to create a password-protected account ("Account").
   • 3.2To create an Account, you must provide your details by filling the necessary account opening details such as your full name, company name, address, phone number and email address through the account registration page/screen on the Seller Portal.
   • 3.3Upon furnishing your details, you will be prompted to generate a One-Time Password (OTP). This OTP serves as a security measure designed to validate and confirm the authenticity of the Account details associated with your Account.
   • 3.4You agree and expressly consent that JAZP may, through automated means, access your messages on your mobile device and mobile number and retrieve and use information from your messages to provide you with enhanced services from JAZP or its Affiliates. For example: OTP is a one-time password provided to carry out the second-factor authentication. By allowing us to access your messages, you understand that we may retrieve your OTP from the message received on your mobile device and populate and submit the OTP for second-factor authentication.
   • 3.5Upon the successful creation of your Account, you are required to furnish your company details (“Company Details”). Please ensure the completion of the necessary account registration details, including but not limited to:
     • (i) Company Name (in English and Arabic);
     • (ii) Commercial Registration (CR) Number;
     • (iii) CR Expiry Date;
     • (iv) Name and contact details of the Authorized Signatory; and
     • (v) Registered Address of the Company.
   • 3.6Failure to provide accurate and complete information may result in the inability to proceed with or complete the account registration process.
   • 3.7Upon the submission of the Company Details, you are hereby instructed to proceed with the upload of the CR document and the Qatar ID (QID) of the Authorized Signatory.
   • 3.8Upon providing the aforementioned Company Details, you will be prompted to download the Agreement associated with this Seller Portal. The Seller Portal’s functionalities will guide you through the process of downloading, signing, and subsequently uploading the Agreement. By engaging in this process, you agree to enter into a legally binding agreement with JAZP.
   • 3.9It is imperative to underscore that the Authorized Signatory of your Company is obligated to affix their signature to the Agreement. Failure to comply with this requirement may result in the inability to complete the registration process.
   • 3.10 In the event that you fail to upload the duly signed Agreement by the authorized signatory of your Company, your access to the Platform will be restricted. Limited access entails the ability solely to complete profile information and update the inventory list of Your Products. It is important to note that updating the inventory list of Your Product does not automatically result in their public listing. Your Products will only be made visible on your page for public listing once the signed Agreement have been successfully signed and uploaded.
   • 3.11 You agree that any registration information you give to us will always be true, accurate, correct, complete and up to date. Any phone number used to register with the Seller Portal needs to be registered in your name. You understand and agree that you are responsible for the accuracy of all the information provided for availing Services.
   • 3.12 We reserve the right to suspend or terminate your Account and your access to the Services if:
     • (i) any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete;
     • (ii) if it is believed that your actions may cause legal liability for you, any persons who have access to the Platform or us; and/or
     • (iii) if you are found to be non- compliant with this Terms and Conditions and the Agreement.
   • 3.13 You agree you will take sole responsibility for any activities or actions under your Account. You shall notify JAZP immediately in case of any breach of security or any unauthorized use of your Account. You agree that you will not misrepresent yourself or represent yourself as another Partner Merchant of the Seller Portal. You hereby expressly acknowledge and agree that you will be liable for any losses, damages (whether direct or indirect) caused to you, JAZP or any others as a result of unauthorized use of your Account. You agree not to create an Account or use the Services if you have been previously removed by JAZP, or if you have been previously banned from use of the Services.
4. USE OF THE PLATFORM
   • 4.1Through the Seller Portal, JAZP shall furnish you with a portal enabling the online listing of a product or service of your choosing. It is crucial to acknowledge that you are constrained to publish or list only those products or services that conform to the authorized activities of in accordance with the CR of your company. Customers of the Platform have the ability to access the Order Services provided by Partner Merchants listed on the Seller Portal. They can place Orders with these Partner Merchants through the Seller Portal, with the understanding that the acceptance or rejection of such Orders rests solely within the absolute discretion of the respective Partner Merchants.
   • 4.2The Seller Portal will guide you to the principal page, hereinafter referred to as the "Dashboard", providing access to various features, including but not limited to:
     • (i) Open Orders;
     • (ii) Buyer Messages;
     • (iii) Monitoring of Sales;
     • (iv) Account Health;
     • (v) Total Account Balance;
     • (vi) Communications from JAZP; and
     • (vii) Actions to be taken on your part in connection with your utilization of the Platform.
   • 4.3Orders: The Seller Portal will facilitate the listing of Your Products on the JAZP Site and the execution of merchandising activities, as well as the promotion of Your Products in accordance with the terms outlined in this Terms and Conditions. We may employ mechanisms that either rate Your Products or allow Customers to provide ratings for both Your Products and your performance as a seller. JAZP reserves the right to make these ratings and feedback publicly accessible. Order Information for each transaction involving Your Products through the Platform will be made available to you through the Dashboard. Additionally, we will collect all Sales Proceeds on your behalf for these transactions, holding exclusive rights to do so, and will remit the proceeds to you in adherence to the mutually agreed-upon terms between us. Should the Brand Owner of the Product you intend to list impose restrictions on its listing, both the Partner Merchant and other sellers on the JAZP Site will be prohibited from listing the Product, and JAZP will consequently remove such Products from the JAZP Site.
   • 4.4When an Order is placed through the JAZP Site, you will receive a push notification (“Push Notification”) from JAZP confirming the purchase of Your Product. The contract for the supply of any Order will be between you and the Customer and will only be formed when we have sent you the Push Notification. Please ensure that you have given us a correct email address as this is how we will communicate with you about your Order.
   • 4.5You are required to furnish accurate and comprehensive Required Product Information for each of Your Products you offer through the Seller Portal. It is essential to promptly update the Product Information, as needed, to maintain its accuracy and completeness consistently. Additionally, you must ensure that Your Materials, Your Products (including packaging), and your offerings and subsequent sale of any such items on the Seller Portal comply with all Applicable Laws, including minimum age requirements, marking and labeling standards. They must not contain any sexually explicit content or any material that we, in our sole and reasonable discretion, deem defamatory, obscene, or in violation of Applicable Laws. Furthermore, Your Products should not infringe upon any third party's copyright, trademark, design, or other rights. Copyright disputes regarding Product information or images listed by the Partner Merchant will be the sole responsibility of the Partner Merchant. JAZP shall bear no responsibility for any such disputes.
   • 4.6You affirm that Your Products were not produced, manufactured, assembled, or packaged using forced or child labor. Offering any Excluded Product on the Seller Portal is strictly prohibited.
   • 4.7The Seller Portal provides the Partner Merchant with the ability to incorporate multiple employees from their company ("Multiple Users") to assist in managing their listings on the Seller Portal. The Multiple Users are employees of the Partner Merchant and can only be added to the Seller Portal by the Super Admin. The successful registration of such Multiple Users necessitates the submission of the following credentials: (a) name, (b) role (Admin or Super Admin), (c) email, (d) mobile number, (e) status, and (f) date of activation.
   • 4.8You are accountable for the actions and obligations of the Super Admin and Admin added under your Account on the Seller Portal. JAZP shall not bear responsibility for any misconduct or liability arising from the activities of the Multiple Users on the Seller Portal. Furthermore, this Terms and Conditions herein apply equally to the Multiple Users in the same manner as they apply to the Partner Merchant.
   • 4.9The Super Admin shall possess access to all features available on the Seller Portal. The Admin, will be granted access to features at the discretion of the Super Admin.
   • 4.10 The Super Admin and Admin possess the authority to list pre-existing products on the Seller Portal on behalf of the Partner Merchant at a price determined at their discretion. If you intend to add a product not currently available on the JAZP Site, it is imperative to ensure that it adheres to all the Required Product Information and any listing guidelines as set out herein.
   • 4.11 You hereby affirm the accuracy of the provided Product Information, as required for listing. By initiating the listing of Your Product, you expressly consent to the stipulations outlined in Clause 7, which pertains to information regarding Counterfeit Products.
   • 4.12 Buyer Messages: The Seller Portal allows the Partner Merchant and Customer to be connected ("Chat Function"). The Chat Function is exclusively activated subsequent to the placement of an order by the Customer. Within this feature, Customers have the option to directly engage with you for additional information regarding the Products or services you offer and the Order status. It is strongly recommended that you respond to these Customer inquiries promptly. Through this Seller Portal function, a direct connection is established between you and the Customer. The Partner Merchant undertakes not to share any personal contact details. Should such sharing be observed, the Partner Merchant’s Account will be subject to suspension or termination, as deemed fit by JAZP. However, it is explicitly disclosed that JAZP retains the right to oversee these messages. Pursuant to this right, JAZP is authorized to read and respond to messages from Customers as necessary.
   • 4.13 By acknowledging and adhering to these Terms and Conditions, you expressly comprehend that the Chat Function is not a channel for the exchange of Personal Information. JAZP shall not be held liable, under any circumstances, for any breach, damage, or unforeseen events leading to legal action or liability arising from conversations within the Chat Function. Furthermore, the Partner Merchant hereby warrants compliance with non-circumvention as outlined in Clause 6 in connection to the stipulations within Clause 4.11 and 4.12.
   • 4.14 Shipment: Upon receipt of an Order from the Customer, you are required to ship the item according to the Shipment Information you provide at the time of listing Your Product. You retain the discretion to either independently manage and process the order ("Self-Ship") or alternatively, opt to have the order handled and processed through JAZP ("JAZP Ship").
   • 4.15 Self-Ship: For Your Products ordered by Customers on or through the Platform that are not delivered using JAZP Ship, you will determine the shipping, handling charges and timings.
   • 4.16 Under the Self Ship option, you assume full responsibility for all Orders processed. It is imperative that you furnish the Platform with accurate information pertaining to the handling, processing, and shipping timelines (“Deadlines”). You are obligated to specify operational days, holidays, and the warehouse shipping address.
   • 4.17 Failure to adhere to the stipulated Deadlines may result in a penalty charge imposed by JAZP as set out in the Fee Schedule. Any delays on your part, whether in terms of handling, processing, or shipping, leading to non-compliance with the Deadlines, shall not be attributed to JAZP. The Partner Merchant has the discretion to choose the time for handling an order (“Handling Time”). The Handling Time selected by the Partner Merchant shall be the maximum time attributed to the Partner Merchant for handling an Order. Consequently, JAZP will not be held accountable for any Customer complaints arising from delays in meeting the Deadlines. Any liabilities or costs incurred due to such delays shall be borne solely by you. Any delays pertaining to the Handling Time shall also be subject to penalty charges levied by JAZP, in accordance with the provisions delineated in the Fee Schedule.
   • 4.18 Partner Merchants have the option to choose credit card transactions or cash on delivery subject to Clause 4.14.
   • 4.19 Cash on delivery is not automatically offered as a payment option to the Partner Merchant. However, if you opt to activate the cash on delivery option, it is imperative to maintain a minimum balance in the JAZP Wallet from the outset to ensure timely commission of payments to JAZP. The activation of the cash on delivery option requires a minimum balance of QAR 100 ("Subscription Amount "). Any balance below this Subscription Amount will result in the automatic disabling of the cash on delivery option.
   • 4.20 Should the Customer choose to utilize their credit card to activate the cash on delivery option, an additional 2% service fee shall be levied on the Subscription Amount and shall be payable to JAZP. It is hereby clarified that the said fee is not applicable to the Subscription Amount in circumstances where activation of the cash on delivery option is facilitated through a bank transfer.
   • 4.21 In the event that the cash on delivery option is exercised, you expressly warrant and agree to credit the Subscription Amount to your JAZP Wallet before receiving the cash on delivery amount. This is to facilitate JAZP in receiving their commission promptly.
   • 4.22 Credit Card Fraud: If a User claims, or it has been brought to JAZP’s attention, that a Transaction(s) was made without the authorisation of the User, or made fraudulently, or is suspicious, or otherwise made in error, then JAZP and the Partner Merchant shall cooperate to investigate and seek to determine the root cause of the problem and mutually agree to resolve the same. In this regard, the Partner Merchant shall:
     • (i) upon request, provide JAZP with the relevant details of the Transaction(s), all the necessary documentation and/or information in its possession within fourteen (14) days from the date of such request;
     • (ii) in the event of a chargeback order from the authorized bank of JAZP in relation to a fraudulent Order, the Partner Merchant is obligated to submit any and all document requested by the bank or JAZP including, but not limited to, proof of delivery. If the Self Ship option has been exercised, then the Partner Merchant shall provide all information pertaining to the delivery and Transaction. In such instances, the bank shall reject the payment towards the purchase of the product and shall deduct the corresponding amount from JAZP, and subsequently, JAZP shall deduct this amount from the Partner Merchant. This provision is particularly pertinent to transactions involving fraud.
     • (iii) in good faith conduct the necessary investigation together with JAZP and seek to find a mutually acceptable resolution to the Transaction(s) in question and take such other steps in order to prevent similar occurrences in the future.
     • (iv) If JAZP does not receive the cooperation of the Partner Merchant within the time frames stipulated herein, JAZP shall be entitled to assume that the Partner Merchant is the cause of the unauthorized, fraudulent, suspicious, or erroneous Transaction(s) and the Partner Merchant shall bear the cost of any refund of the Transaction Amount(s) to the User together with any other related cost.
     • (v) Based on the outcome of the investigation, the Parties agree that if the cause of the unauthorised, fraudulent, suspicious, or erroneous Transaction(s) is due to negligence or default of the Partner Merchant, the Partner Merchant shall bear the cost of refunding any Transaction Amount(s) or such other refunded sums to the User, and other costs directly related thereto.
   • 4.23 JAZP Ship: You hereby provide consent for JAZP to pick up and deliver Orders on behalf of you. To enable this mode of shipment, you agree to furnish us with the requisite details pertaining the delivery region, transit time, and pricing band (associated with the price of Your Product) (“JAZP Ship Configuration”).
   • 4.24 It is at the discretion of the Partner Merchant to determine the price band for the shipment of the Order. For exemplary purposes, a pricing band, ranging from QAR 0 to QAR 99.9 ("Band 1"), imposes a maximum shipment price of QAR 10 to be charged by the Partner Merchants towards shipment of the product. For the pricing band exceeding QAR 100 ("Band 2"), the shipment price charged to the Customer cannot exceed a maximum of QAR 10. It is emphasized that the Partner Merchant retains discretion in setting the shipment price for the Customer; however, under no circumstances should it surpass QAR 10. Furthermore, notwithstanding the above, the Partner Merchant acknowledges and agrees to remit a fixed amount of QAR 13 to JAZP ("Base Charge") for each transaction. Thus, irrespective of the shipment price applicable to the transaction, JAZP shall receive the Base Charge for every transaction.
   • 4.25 You expressly agree and acknowledge that the Base Charge for JAZP Ship is subject to adjustment contingent upon the weight and dimensions of Your Product. Such charges are comprehensively set out in the Fee Schedule.
   • 4.26 When opting for the JAZP Ship option, JAZP will facilitate the delivery of the product to the Customer's location on your behalf through a "Drop Shipment" process. For Drop Shipment, we will provide you with designated drop-off locations where you can dispatch Your Product for shipment on your behalf to the Customer. It is understood that the handling, packing, and labeling of Your Product before Drop Shipment is the responsibility of the Partner Merchant and should not exceed the Handling Time. It is your responsibility to ensure that Your Product is delivered to the specified location within the stipulated Deadline. Alternatively, if you opt for the "Collect Shipment" option, you are required to provide us with your warehouse details to facilitate the pickup process. By selecting the Collect Shipment option, you explicitly agree to have Your Product packed and ready for collection as soon as our designated delivery partner arrives at your warehouse location. Any delays on your part in handing over Your Product to JAZP at the time of collection may result in penalties imposed by JAZP as set out in more detail under the Fee Schedule.
   • 4.27 Any delay attributable to your actions, whether exceeding the Handling Time or stemming from delays concerning Drop Shipment and Collect Shipments as specified in clause 4.23, shall result in incurring a penalty charge as specified in the Fee Schedule.
   • 4.28 In relation to any liability that may arise from JAZP Ship, it is hereby specified that our liability shall be restricted to a maximum limit of USD 100. It is hereby clarified that, in the event of any loss, damage, or other liabilities associated with JAZP Ship, JAZP's responsibility is capped at the aforementioned amount of USD 100.
   • 4.29 Account Health: Your prompt compliance with the handling and processing time of Orders, coupled with strict adherence to the stipulations outlined in these Terms and Conditions and JAZP's policies, will be considered in the assessment of your Account Health. Failure to comply may result in the depreciation of your Account Health. JAZP retains the right to block your Account and restrict access to the Platform in instances of non-compliance. Should your Account be blocked, JAZP assumes no liability for refunding any funds in your Account derived from prior or ongoing Orders.
5. PAYMENT
   • 5.1 JAZP shall be entitled to receive all compensation and charges as specified in the Fee Schedule. It is crucial to emphasize that all payments received by JAZP on your behalf from the Customers, save and except payments made through cash on delivery, shall be settled within a period of 30 (thirty) days from the date of receipt by JAZP.
   • 5.2 If the total payout or settlement amount due to you is below 1000 QAR, you must submit a formal request for the payout to be processed. In such cases, you shall bear the bank charges and administration fees associated with the transaction. You agree and acknowledge that any bank charges, including but not limited to transaction fees or currency conversion charges, incurred in processing the payout below the specified threshold shall be deducted from the payout amount. Additionally, you shall be responsible for any administrative charges imposed by JAZP related to processing the payout request.
   • 5.3 The total fee payable to JAZP for use of the Services, including the delivery charges and other charges, is available under the Fee Schedule. JAZP reserves its right to amend the Fee Schedule upon prior written notification to the Partner Merchant.
   • 5.4 Promotional Offers: Partner Merchants have the discretion to create promotional offers for the Customers on the Platform with different features and different rates as they deem fit. However, it is essential to note that the fulfillment and validity of these promotional offers are contingent upon your compliance with Applicable Laws. JAZP assumes no responsibility and liability for the non-compliance and/or execution of such offers.
   • 5.5 For each transaction conducted on the JAZP Site concerning your product, a transaction cost will be incurred, the details of which can be referenced in the Fee Schedule.
   • 5.6 JAZP retains the entitlement to commission notwithstanding any mistakes or errors on your part. Additionally, you are obligated to assume liability for any penalties incurred, and you are bound to remit the corresponding amounts as stipulated in the Fee Schedule.
6. NON-CIRCUMVENTION
   • 6.1 During the term of this Terms and Conditions and the Merchant Agreement, the Partner Merchant agrees not to engage in, initiate, or facilitate any transactions with Customers introduced to the Partner Merchant through the Platform, for the purpose of Selling directly to the Customers, without the explicit consent and involvement of JAZP. The Partner Merchant acknowledges and agrees that any attempt to circumvent the Platform by transacting directly with Customers constitutes a material breach of this Terms and Conditions and JAZP reserves the right to take any and all legal action against you.
   • 6.2 In the event of such breach, the Partner Merchant shall be liable to JAZP for damages, including but not limited to any commissions or fees that JAZP would have earned on any and all transactions circumvented by the Partner Merchant.
7. COUNTERFEIT PRODUCTS
   • 7.1 Partner Merchants expressly agree and warrant that they shall not list, offer, sell, or otherwise provide any counterfeit products on the Platform. In the event of a breach of this clause, whereby Partner Merchants are found to be dealing in counterfeit products, JAZP reserves the right to take immediate action, including but not limited to blocking the Partner Merchant's Account on the Platform and terminating the Agreement. The Partner Merchant agrees to indemnify, defend, and hold harmless JAZP, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to the listing, offering, sale, or provision of counterfeit products on the Platform by the Partner Merchant. This indemnity obligation extends to any claims brought by third parties, including but not limited to intellectual property owners, customers, or regulatory authorities, alleging infringement, deception, or any other harm resulting from the sale of counterfeit products.
   • 7.2 JAZP retains the right to initiate legal action against the Partner Merchant for any damages incurred, including but not limited to reputational harm, financial losses, and legal expenses. Partner Merchants acknowledge that the sale of counterfeit products not only violates this Terms and Conditions but also constitutes a violation of the Applicable Laws and Regulations of the State of Qatar. This paragraph shall survive termination of this Terms and Conditions.
8. THIRD-PARTY WEBSITES, APPLICATIONS AND ADVERTISEMENTS
   • 8.1 The Platform may contain links to third-party websites (“Third-Party Websites”) and applications (“Third-Party Applications”) and advertisements (“Third-Party Advertisements”) (collectively, “Third-Party Websites & Advertisements”). When you click on a link to a Third-Party Website, Third-Party Application or Third-Party Advertisement, JAZP will not warn you that you have left the Platform and will not warn you that you are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites & Advertisements are not under the control of JAZP.
   • 8.2 JAZP is not responsible for any Third-Party Websites & Advertisements. JAZP provides these Third-Party Websites & Advertisements only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to such Third-Party Websites & Advertisements, or their products or services. You use all links in Third-Party Websites & Advertisements at your own risk. You should review applicable terms and policies, including privacy and data gathering practices of any Third-Party Websites or Third-Party Applications, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
9. FRAUD OR UNAUTHORISED USE You will be entirely responsible for any unauthorized access or use of your personal or financial information through your Account, including any loss/ damage or claims suffered and/or JAZP, on account or arising from such unauthorized use/ access. To assist in preventing unauthorized use of your Account, you should comply with the security measures recommended by us. If you believe your Account has been accessed or used in an unauthorized manner, please contact [email protected].
10. USE AND PROTECTION OF INTELLECTUAL PROPERTY RIGHTS
    • 10.1 The Platform is owned and operated by JAZP. The visual interfaces, graphics, design, compilation, information, computer code (including source code and object code), products, software, services, and all other elements of this Platform provided by JAZP are protected by Qatari copyright, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and Applicable Laws.
    • 10.2 As between you and JAZP, all JAZP Materials, trademarks, service marks, and trade names contained on the Platform are the property of JAZP. You agree not to remove, obscure, or alter JAZP’s, or any third party’s copyright, patent, trademark, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through this Platform. Except as expressly authorized by JAZP, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the JAZP Materials.
    • 10.3 If you have comments regarding our Platform or ideas on how to improve it, please contact [email protected] . Please note that by doing so, you hereby irrevocably assign to JAZP, and shall assign to JAZP, all rights, title and interests in and to all ideas and suggestions and any and all worldwide intellectual property rights associated therewith. You agree to perform such acts and execute such documents as may be reasonably necessary to perfect the foregoing rights.
11. INDEMNITY
    • 11.1 You agree to indemnify, save, and hold JAZP, its Affiliates, employees, officers, directors and partners harmless from any and all claims, losses, damages, and liabilities, costs and expenses, including without limitation legal fees and expenses, arising out of or related to: (a) your use or misuse of the Platform; (b) any violation by you of this Terms and Conditions or any other policies applicable to your use of the Platform; or (c) any breach of the representations, warranties, and covenants made by you herein. JAZP reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify JAZP, including rights to settle, and you agree to cooperate with JAZP’s defense and settlement of these claims. JAZP will use reasonable efforts to notify you of any claim, action, or proceeding brought by a third party that is subject to the foregoing indemnification upon becoming aware of it. This paragraph shall survive termination of this Terms and Conditions.
    • 11.2 You are responsible for any issues like missed deliveries, theft, or mistakes related to Selling Your Products. However, if you're using JAZP Ship for fulfilling your Products, these terms still apply to issues like missed deliveries or theft. You're also responsible for any defects in your Products or if they're recalled for safety reasons. You will notify us promptly as soon as you have knowledge of any public or private recalls, or safety alerts of Your Products or other products provided in connection with Your Products.
12. PRIVACY AND COMMUNICATIONS
    • 12.1 Privacy Policy: Our information collection practices on the Platform, such as the types of information we collect in relation to the Platform and the ways in which we may use that information, are governed by the terms of our Privacy Policy.
    • 12.2 Transfer of Data: JAZP may share your payment-related information with banks, third-party providers, and service providers required for operations, settlement payment processing, and promoting Services.
    • 12.3 Data Protection: JAZP offers the use of a secure server for the transactions conducted on the Platform. All supplied Sensitive Information is transmitted and encrypted into our payment gateway providers database. Such information is only to be accessible by those authorized with special access rights to such systems and such Sensitive Information is kept confidential. Sensitive Information shall not be stored on our servers; and the usage of the same shall be in compliance with the Data Protection Legislation.
    • 12.4 Your Submissions and Unsolicited Communications: This clause deals with messages you send to JAZP. It doesn't include sharing personal details for inquiries or using Services via the Platform, which has its own rules outlined in JAZP Privacy Policy. Any messages or materials you send to JAZP, whether through the Platform, email, or other means, like data, questions, comments, or suggestions, won't be considered confidential or proprietary. By sending messages to JAZP, you give them permission to use, modify, publish, distribute, and display your communication worldwide, without any payment to you. This includes using your messages for various purposes such as reproduction, disclosure, transmission, publication, or marketing products.
    • 12.5 Throughout your utilization of the Platform, there may be instances where you receive Confidential Information. You hereby agree that, for the duration of your use of the Platform and a period of 5 years following termination:
      • (i) all Confidential Information will remain the exclusive property of JAZP, except for customer personal data owned by the respective customer;
      • (ii) you shall use Confidential Information only to the extent reasonably necessary for your engagement in the Services;
      • (iii) confidential Information shall not be disclosed to any other individual or entity except as required by applicable laws;
      • (iv) all reasonable measures shall be taken to safeguard Confidential Information from any unauthorized use or disclosure not expressly permitted by this Agreement; and
      • (v) retention of Confidential Information shall be for a duration necessary for participation in the Services or to fulfil statutory obligations (e.g., tax), and in all cases, such information shall be deleted upon termination or when no longer required for statutory compliance.
    • 12.6 The above Clause do not restrict your right to share Confidential Information with a governmental entity having jurisdiction over you, provided such disclosure is limited to the minimum necessary, and the confidential nature of the shared information is explicitly communicated to the governmental entity.
    • 12.7 You are prohibited from issuing any press release or making public statements related to the Platform, or using JAZP's name, trademarks, or logo in any manner without prior written permission. Additionally, any use of the JAZP logo must comply with the applicable laws, and any utilization beyond the scope of these guidelines requires advance written permission from JAZP.
    • 12.8 You are permitted to utilize customer personal information solely for the purpose of fulfilling orders, and any such customer information, including contact details, should not be employed for any other purpose apart from order fulfilment or providing customer service associated with the Platform. In general, the use of such data must align with applicable laws, and you are obligated to maintain the confidentiality of customer personal data at all times. It is important to note that the 5-year term limit specified above does not apply to customer personal data.
13. 13. LIMITATION OF LIABILITY
    • 13.113.1 Your Indemnification obligations: In no event, JAZP or its Affiliates, contractors, agents, licensors, partners or suppliers will be liable to you for any special, indirect, incidental, consequential, punitive, reliance, or exemplary damages arising out of or relating to: (a) this Terms and Conditions and its other policies applicable to you; (b) the Services, the Platform; or (c) Your use or inability to use the Platform, even if JAZP or a JAZP authorized representative has been advised of the possibility of such damages. In such cases, JAZP’s liability will be limited to the fullest extent permitted by Applicable Law. This paragraph shall survive the termination of this Terms and Conditions.
    • 13.213.2 JAZP shall not be liable for any actions or omissions by the Partner Merchant including deficiency in service, wrong delivery or order, quality of food, time taken to prepare or deliver the order etc.
    • 13.313.3 Further, we will not be responsible for any business loss (including loss of profits, revenue, contracts, anticipated savings, data, goodwill or wasted expenditure) or any other indirect or consequential loss that is not reasonably foreseeable to both you and us when you commenced using the Platform.
    • 13.413.4 JAZP shall in no manner be liable in any way for any in-person interactions with representatives or staff of the Partner Merchant or for the Customer’s experience with the Partner Merchant. JAZP in no manner is liable if any outlet of Partner Merchant temporarily or permanently shuts down its operations. JAZP will only take care of claims/liabilities arising out of offers/membership plans advertised by JAZP solely.
    • 13.513.5 You acknowledge that third party services are available on the Platform. We may have formed partnerships or alliances with some of these third parties from time to time in order to facilitate the provision of certain services to you. However, you acknowledge and agree that at no time are we making any representation or warranty regarding any third party's services, nor will we be liable to you or any third party for any consequences or claims arising from or in connection with such third party including, and not limited to, any liability or responsibility for, death, injury or impairment experienced by you or any third party. You hereby disclaim and waive any rights and claims you may have against us with respect to third parties’ services.
    • 13.613.6 The list of products and Services offered under the Platform is provided "as is". We and / or our employees make no warranty or representation regarding the quality, timeliness, content, packaging, efficiency in service, wrong delivery of order, delay in reaching order, order package tampering etc.
    • 13.713.7 In no event will we be liable for any damages (including, without limitation, direct, indirect, incidental, special, consequential or exemplary damages, damages arising from personal injury/wrongful death, and damages resulting from lost profits, lost data or business interruption), resulting from any services provided by the Partner Merchants through the Platform, whether based on warranty, contract, tort (including negligence), or any other legal theory and whether or not we are advised of the possibility of such damages.
    • 13.813.8 JAZP does not warrant that the functional and/or technical aspects of the Platform will be error free or the servers that make them available are free of viruses or other harmful components. If use of the Platform results in the need for servicing or replacing property, material, equipment, data or other element, JAZP is not responsible for those costs. Without limiting the foregoing, everything on the Platform is provided to you "as is" and "as available" and, to the fullest extent permitted by Applicable Law, without warranty of any kind, either expressed or implied, including, but not limited to, the implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, reasonable care and skill, or non-infringement.
    • 13.913.9 To the fullest extent permitted by Applicable Law, JAZP shall not be liable for any indirect, incidental, special or consequential damages of any kind arising out of or in connection with the use of information available from the Platform or any liability relating to any loss of use, interruption of business, lost profits or lost data, regardless of the form of action, whether in contract, tort or otherwise, even if JAZP has been advised of the possibility of such damages.
    • 13.1013.10 You hereby consent to indemnify JAZP against any and all disputes arising between the Partner Merchant and any other third party with whom the Partner Merchant may have a dispute.
14. MODIFICATION
    • 14.1 We will provide a minimum of 15 days' advance notice for any modifications to this Terms and Conditions.
    • 14.2 However, we retain the right to immediately change or modify this Terms and Conditions under the following circumstances: (a) for legal, regulatory, fraud prevention, or security reasons; (b) to alter existing features or introduce additional features to the Platform(where such changes do not significantly impact your use of the Services); or (c) to restrict products or activities that we consider unsafe, inappropriate, or offensive.
    • 14.3 Your continued use of the Platform signifies your acceptance of those changes. If any alteration is deemed unacceptable by you, you agree not to use the Platform.
15. FORCE MAJEURE If JAZP's performance under these Terms and Conditions is hindered, restricted, delayed, or disrupted due to reasons such as labour disputes, strikes, acts of God, natural disasters (including floods, lightning, severe weather), material shortages, government-imposed lockdowns, pandemics, introduction of any virus, Trojan, or other disruptive mechanisms, incidents of hacking or illegal use of the platform, utility or communication failures, earthquakes, war, revolution, acts of terrorism, civil commotion, acts of public enemies, blockade, embargo, or any law, order, proclamation, regulation, ordinance, demand, or requirement with legal effect by any government or judicial authority, or any other unforeseen events beyond the reasonable control of JAZP that could not have been prevented by reasonable precautions, then JAZP shall be excused and released from such performance for the extent and duration of the force majeure event. Such non-performance shall not constitute a breach of JAZP's obligations under these Terms and Conditions.
16. TERMINATION AND SUSPENSION This Terms and Conditions will remain in force until termination and can be ended by the Partner Merchant at any time, provided there are no outstanding liabilities owed to JAZP. In the event of termination, upon JAZP's actual receipt of written notice via registered email or other means, the termination will not impact any transactions executed before that point. Neither party will be relieved of any obligations outlined in this Terms and Conditions, and the Partner Merchant remains bound by obligations arising from prior transactions associated with this Terms and Conditions.
17. GOVERNING LAW AND JURISDICTION This Terms and Conditions shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of Qatar. You irrevocably consent to the exclusive jurisdiction of the courts of the State of Qatar, in connection with any action to enforce the provisions of this Terms and Conditions, to recover damages or other relief for breach or default under this Terms and Conditions, or otherwise arising under or by reason of this Terms and Conditions.
18. WAIVER The failure of JAZP to exercise or enforce any right or provision of this Terms and Conditions will not constitute a waiver of such right or provision. Any waiver of any provision of this Terms and Conditions will be effective only if in writing and signed by JAZP.
19. SEVERABILITY If any provision of this Terms and Conditions is held to be unlawful, void, invalid or otherwise unenforceable, then that provision will be limited or eliminated from this Terms and Conditions to the minimum extent required, and the remaining provisions will remain valid and enforceable.
20. MISCELLANEOUS
    • 20.1 This Terms and Conditions shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of Qatar. You irrevocably consent to the exclusive jurisdiction of the courts of the State of Qatar, in connection with any action to enforce the provisions of this Terms and Conditions, to recover damages or other relief for breach or default under this Terms and Conditions, or otherwise arising under or by reason of this Terms and Conditions.
    • 20.2 JAZP retains the right to immediately halt your use of the Platform, prevent or restrict access to the Platform or take any other action to restrict access to or availability of any inaccurate listing, any inappropriately categorized items, any unlawful items, Excluded Products, counterfeit products or any items otherwise prohibited by Applicable Law.
    • 20.3 As JAZP is not acting as your agent or as the Customer's agent for any purpose, JAZP will not serve as an agent for either party in addressing or resolving any disputes among participants arising from or related to any transaction.