merchant terms

TOTL MERCHANT CONTRACT GENERAL TERMS AND CONDITIONS, UAE

Merchant:

These terms apply to your access to and use of TOTL Services on totl.ai and our mobile app (the Platform / Service). This service is provided by TOTL or us (Inquest Technologies FZE).

By signing up, accessing or using TOTL / TOTL Features / Services, whether via the mobile and/or any other available electronic medium, you agree to be bound by these Terms & Conditions. If you choose NOT to accept these terms and conditions or any of its revisions, please do not proceed and immediately discontinue your access and/or use of TOTL and inform us via your account representative or by emailing us on partners@totl.ai from your registered email address directly.

You confirm that:

(a) You have authority to do so and to bind the person or company you are accepting for.

(b) You accept our offer to provide all the mentioned services on these terms

(c) You will comply with required checks (Including Valid ID Proof, Trade License, TRN Proof, Signatory Proof, Bank Account Details for Transfer, Other Licenses / Supporting Documents if required) required as a part of TOTL’s compliance from time-to-time

(d) You will update TOTL on any changes or updates on the above mentioned compliance checks by email us on partners@totl.ai with a copy of the updated or changed document if necessary.

(e) You will to your best abilities abide by these terms, which may be updated from time-to-time.

This forms a contract between you and TOTL, which will take effect on a later date of your acceptance or signature of the contract.

You can sign up for other services or features on TOTL (e.g: E-Gift, Takeaway, Click’n’Collect, Vouchers, TOTLPay, Discount, Scan & Pay, Bill Upload, Video, Scan, Quiz, Lucky Draws and other features which may be added by TOTL from time-to-time) by acknowledging and confirming via email the terms and applicable fee and charges, which will be sent to your registered correspondence email address.

If you have any questions about these terms and conditions please contact us on partners@totl.ai and we’ll be happy to help.

TOTL reserves the right to revise the Terms and Conditions at any time. Notification of the changes will be emailed to you on your registered email address, it is your responsibility to view and read the Terms updated. Any usage of TOTL services after the said updates or revisions, will be deemed that you have read and agreed to the updated Terms and Conditions.

2. Parties Obligation

2.1. TOTL’s Obligations

(a) TOTL shall, based on the business information provided by the Merchant, design and feature Merchant’s listing with the desired offer selected by the Merchant.

(b) TOTL, in its sole discretion, shall decide when, where and to the Merchant’s listing is published.

(c) TOTL will provide a platform to allow TOTL Customer to discover Merchant’s places and pay the supply bill by using TOTLPay or StoreCash or Credit Voucher redemption or Discount or Scan & Pay services. .

(d) TOTL will issue Cashback or apply Discount for every eligible transaction paid using TOTLPay and purchase of Credit Vouchers, Takeaway, Click & Collect if applicable on behalf of the Merchant in accordance with these terms.

Cashback shall mean and subject to the terms as follows:
(i) Cashback will be issued to Customer for each specific Merchant at the Cashback rate set out and agreed by Merchant in TOTL.
(ii) Cashback given can be used in full only at the respective Merchant’s establishment where the Cashback was earned.
(iii) TOTL reserves all rights and gives users the option of converting their Cashback from Merchant specific to a general Cashback.
(iv) Cashback is not exchangeable for cash at Merchant’s place.
(v) TOTL reserves the right to change the Cashback expiry period upon notice to Merchant.
(vi) TOTL will deduct the Cashback from Merchant’s payment upon the issuance of Cashback.
(vii) Unutilized, expired Cashback is not exchangeable for cash.

2.2. Merchant’s Obligations

(a) The Merchant – not TOTL – is solely responsible for providing the Merchant Offering, including but not limited to, the supply or delivery of the goods and/or services, Customer service, after-sales-service and return management. The Merchant shall indemnify and holds TOTL free from any possible claims from third party or Customer regarding the Merchant Offering, including, but not limited to, claims of personal injury, death or property damage. Issues arising out of or related to the supply of the Merchant Offering by the Merchant to TOTL Customer do not affect TOTL’s right to retain its TOTL Fee.

(b) The Merchant shall use TOTL services responsibly and not use it for any unlawful activities, including but not limited to sale of counterfeit items, fraudulent activity, illegal money lending or activity that is in any way related to gambling. Merchant must have title or ownership over the goods and/or services they offer to customers.

(c) The Merchant shall take all reasonable precautions and diligence to prevent any unauthorised use of TOTL and its features.

(d) The Merchant MUST accept TOTL services from customers as per the agreed terms unless the contract between TOTL and the Merchant has been cancelled / ended by both parties in accordance with the termination clause.

(e) It is the Merchant’s obligation to ensure that the following documents are updated with TOTL on a yearly basis or when the documents have or are about to expire Service License / Trade License, EID copy, Power Of Attorney (if applicable), TNR Certificate (if applicable). Failing to do so, may result in account suspension until the documents have been updated.

(f)In the case of Pay at Store feature, Merchant must accept payments directly at the establishment and must settle TOTL Service Charges as per agreed terms.

(g) The Merchant agrees to allow consumers to pay and settle the bill for an order or service via TOTLPay service.

(h) The Merchant agrees to offer the Cashback / Discount to the Consumers in accordance with these terms.

(i) The Merchant will regulate the Cashback / Discount percentages they wish to offer to consumers via the TOTL Dashboard or through official email communications.

(j) The Merchant allows TOTL to publish and market the said agreed offers to the TOTL users.

(k) The Merchant shall not, directly or indirectly discriminate, discourage, solicit or refuse a Customer from availing the Cashback / Discount for making a payment or transaction via TOTLPay.

(i) The Merchant hereby permits TOTL to contact the Merchant by phone, email, SMS, or other modes of communication, for the purpose of giving feedback or for the purpose of facilitation of any issue in connection with the terms of the Form and these Terms.

3. Cashback (StoreCash) Terms:

Cashback shall mean and subject to the terms as follows:

(a) Cashback (StoreCash) will be issued for a successful eligible transaction made by the Customer for each specific Merchant according to the Cashback rate set out and agreed by Merchant in TOTL.

(b) Cashback (StoreCash) given can be used in full only at the respective Merchant’s establishment where the Cashback was earned.

(c) TOTL reserves all rights and gives users the option of converting their Cashback (StoreCash) from Merchant specific to a general Cashback.

(e) Cashback is not exchangeable for cash at Merchant’s place.

(f) Cashback (StoreCash) is valid for a period of three (3) months from the date of issue, unless otherwise specified or agreed upon. Any communication regarding changes in StoreCash expiry needs to be in writing (email from Merchant’s official (listed) email address to partners@totl.ai)

(g) Expired Cashback (StoreCash) will be calculated for the year 1st January – 31st December on a yearly basis. The calculated Cashback will be settled with the business within 30 days from the date of claim. The Merchant agrees that TOTL will apply a service charge of 10% on the expired Cash Back at the time of settlement. Merchants have the option to claim expired Cashback earlier with the applied fee schedules.
Yearly – 10%
Half Yearly – 15%
Quarterly – 20%
Monthly – 25%

(h) Merchant understands that all expired Cashback (StoreCash) must be claimed by the Merchant by sending an email from their registered email address to (partners@totl.ai) requesting to claim their expired Cashback. Verbal claims or WhatsApp claims or any informally communicated claims will not be processed or accepted. All claims must be filed on or before 31st of January of the following year. If claims are not filed by 31st January of the following year, the Cashback gets forfeited. Forfeited Cashback claimed post 31st January will levy a 50% Service Charge for refunds.

(i) Unutilized, expired Cashback is not exchangeable for cash.

4. Warranties and Representations

4.1. Merchant’s Warranties and Representations

The Merchant warrants, represents and undertakes that:

(a) it is authorised to enter into this Agreement and that this Agreement has been accepted by an authorised representative of the Merchant;

(b) it shall inform TOTL in writing immediately of any changes that could affect this Agreement;

(c) all information provided by the Merchant in TOTL is accurate, complete and correct.

(d) the bank account used for the receipt of Merchant’s Takeback as set out in TOTL belongs to the Merchant.

(e) it has obtained (and shall obtain and maintain throughout the term of this Agreement) all necessary licenses, consents and permissions relevant to this Agreement and to the Merchant Offering;

(f) all data and information provided by the Merchant to TOTL shall (and the Merchant’s behaviour shall at all times) be in compliance with all applicable laws and regulations and in accordance with any guidelines, standards and relevant codes of practice.

(g) execution and performance of this Agreement shall not violate any provision of its
(i) constitutional documents,
(ii) any document binding upon it,
(iii) any law, regulation or decree binding on it; and
(iv) intellectual property rights of any third party; and

(h) no litigation, arbitration or any dispute, current or pending or, to its knowledge, threatened, which is likely to have a material adverse effect upon its ability to perform its obligations hereunder.

4.2. TOTL’s Warranties and Representations

(a) TOTL warrants, represents and undertakes that it will execute its obligations arising under or in connection with this Agreement with reasonable care and skill.

(b) TOTL does not warrant or guarantee that services offered on or through the Internet will be uninterrupted or error- free or that its services will result in any revenue or profit for the Merchant.

5. Exclusion of Liability

5.1. TOTL does not exclude or limit any liability that cannot be excluded or limited by applicable law.

5.2. Subject to Clause 4.1, TOTL shall not be liable for any indirect loss. Further, TOTL shall not be liable, whether directly or indirectly, for (i) loss of actual or anticipated profits; (ii) loss of goodwill; or (iii) loss of data and/or the costs of restoration of data.

5.3. Subject to Clauses 4.1 and 4.2, TOTL’s total liability under this Agreement, howsoever arising, shall in no circumstances exceed the greater of UAE Dirhams One Thousand (AED 1,000.00) Only or the cumulative total amount of the TOTL Fee that TOTL has received under this Agreement, whichever lower.

6. Payment and Payment Terms

6.1. General

(a) The Customer paid the supply bill or purchased/redeemed Credit Voucher, Takeaway, Discount, Scan & Pay through TOTL or Pay at Store.

(b) The Merchant must delivered the goods and/or services in full to the Customer.

(c) The Merchant may need to provid to TOTL evidence of (a) and (b) including the receipt id and/or other evidence TOTL may reasonably request as proof of the provision of the goods and/or services, for example, but not limited to a delivery confirmation in case of delivery of physical goods.

(d) Payment will be made on a weekly basis, subject to clearance from the Financial Institution.

(e) A minimum balance of AED 200 (net) must be collected through TOTLPay or Credit Voucher Redemption.

(f) In case, the minimum balance has not reached. The total amount collected will be credited in the first week of the following month.

(g) Accurate bank details must be provided to avoid any discrepancies or delayed fulfillment.

(h) Merchant is liable for any losses or charges incurred due to transfers made to incorrect banking details provided (provided by the merchant).

(i) Should the error be done by TOTL, NO charges will be applicable to the Merchant.

(j) Banking details must be upto date. It is the responsibility of the Merchant to ensure that the banking details are updated on TOTL platform. Any changes NOT updated or informed to TOTL, will not be TOTL’s responsibility.

(k) Any banking details changes, must be informed to TOTL, Fifteen (15) days in advance via merchants registered email address with TOTL.

(l) TOTL is NOT liable for ANY charges that the Merchant’s Banking partners may apply for transfers.

(m) The parties agree that a TOTL transaction is deemed confirmed when:
Bill Upload: When a user has uploaded a bill and TOTL has successfully APPROVED the bill.
Credit Voucher: When a user has successfully, REDEEMED a Credit Voucher at the Merchant’s establishment. Note, that only the REDEEMED amount will be calculated as a transaction, based on which the transfers will be initiated in accordance with 5.1
TOTLPay: When a user has successfully paid a bill or made a transaction at the merchant’s establishment with TOTLPay (feature for Cashback or Discount).
TakeAway: When a user has successfully paid a bill for takeaway.
Click & Collect : When a user has successfully paid a bill for Click & Collect.
Special Offer : When a customer successfully utilizes a special offer as available on TOTL by using store cash available for the respective merchant/brand.
Pay at Store: When a user has successfully paid a bill and the merchant has accepted the payments as calculated by TOTL.

6.2. TOTLPay Transaction

6.2.1. Pay via TOTLPay (Cashback / Discounts / Scan & Pay)

(a) TOTL shall collect the payment of each transaction from Customer through TOTLPay feature. This payment shall be against a said service or product that the consumer has purchased from the merchant.

(b) TOTL shall deduct from the payment as per agreed terms (i) its TOTL Fee, (ii) License fees, (iii) its Cashback amount issued to Customer; and (iv) any legally applicable VAT in respect of Clauses 5.1(a) and (b), and thereafter to remit the balance (“Merchant’s Takeback”) to the Merchant.

6.2.2. Pay at Store

(a) Customers will make the Payment at Point of Sale directly to the merchants.

(b) Payments will be collected by merchants at the Point of Sale, post validation via / through the TOTL Merchant portal which is deemed final.

(c) Merchant takes the responsibility of receiving payments from the customers and TOTL shall not be accountable for any discrepancy occurred for the respective transaction.

(d) Store will take payments based on the Value shown on the TOTL portal. The same shall be deemed confirmed once Merchant or its employee hits “Confirm Payment” on the Merchant portal.

(e) TOTL will provide and manage Cashback on behalf of the merchants for its users.

(f)TOTL will NOT be responsible for any claims from the Merchant or the User in regards to payments made and collected via Pay at Store feature.

(g) Incase of dispute on payment made or collected, TOTL may require additional information from Merchant. But upon confirm payment received on TOTL Merchant Portal, Merchant takes full responsibility that the payment has been fully collected.

(h) TOTL will not be responsible for any refund / rebate for any goods or services provided by the Merchant to the User. Such refunds and rebates must be handled solely by the Merchant.

(i) Should the merchant decide to cancel the contract with TOTL. The Merchant MUST settle the Cashback amount given to customers on behalf of the merchant.

(j) Merchant also agrees to pay 50% of the unused, unclaimed and expired rewards to TOTL as per invoice as maintenance charges should the customer not use the rewards before expiry.

6.3. Credit Voucher Transaction

(a) Merchant shall be paid upon successful Credit Voucher Redemption by consumers. The Balance Credit Voucher amount will be maintained and managed by TOTL until fully redeemed by the user.

(b) TOTL shall deduct from the payment:
(i) its TOTL Fee,

(ii) its Cashback amount issued to Customer, if any; and

(iii) any legally applicable VAT or other Government manditory charges (if any) and thereafter to remit the balance to the Merchant’s Account. Detailed transaction table along with invoice shall be provided for the same by TOTL.

(c) Credit Voucher validity is 12 months from the date of purchase, unless specified by the Merchant. Upon Credit Voucher expiry; TOTL will deduct a service charge 50% of the expired Credit Voucher amount towards the merchant. The same shall be settled on a yearly basis.

(d) Expired Voucher will be calculated at the year ending 31st December each year and settled as per terms on or before 15th February of the following next year.

(e) Merchant must accept Credit Voucher redemption against the final bill generated at the POS. This is irrespective of any ongoing offer / promotion.

(f) If the Merchant decides not to accept the Voucher, the Merhcant can not hold TOTL responsible for any actions or claims from their Customers. 

6.4 Takeaway

These terms apply to your use and access of Takeaway or features on TOTL “Services or Platforms” (Web, Mobile App). Takeaway features will be provided by TOTL. The merchant confirms that:

(a) Merchant / Person / Employee / Representative confirm that they have the authority to accept and to bind the person or company they accepting for

(b) Merchant accept the offer are provided for takeaway on these terms

(c) Merchant agrees to and shall / will comply in full with these terms

(d) Merchant agrees to satisfactory completion of required documents by TOTL from time to time.

This shapes a contract between the Merchant and TOTL, which shall apply from or on the date of signing the agreement or acceptance of activation of the offer on TOTL.

If you have access to or using the Takeaway service after being notified of a change, it is interpreted that you have accepted the change.

Takeaway service / feature allows customers to place orders on TOTL platform and pick up the order from your establishment.

By accepting this agreement, you authorize TOTL to act as your agent to solicit, promote and publish Takeaway with the Cash Rewards (StoreCash) of your choice allowing TOTL to collect payments owed to you for the orders placed.

Your use of the Takeaway service is subject to an applicable service fee from time to time. Our service fee shall be calculated in percentage of the order amount placed. This shall be mutually agreed upon as per the contract and official communication between the Merchant and TOTL.

TOTL shall pay the Merchant in accordance with our payment schedule and terms applicable.

6.4.1 What TOTL will do

(a) If you are new to TOTL, you will be onboarded upon acceptance of these terms. The Merchant agrees that the onboarding process may be subcontracted if required.

(b) A real-time ordering process shall be implemented by TOTL, enabling customers to place and pay for their Takeaway orders.

(c) TOTL shall provide support for consumers to deal with complaints or enquiries relating to the Takeaway orders.

(d) TOTL shall provide a Takeaway manager Software to accept and manage your orders and menu items.This software constitutes TOTL IP.

(e) You can use your own device (which you are responsible for obtaining and maintaining).

(f) You may choose to lease a device from TOTL

6.4.2 What the Merchant must do

(a) Provide all relevant information, materials, assistance required by TOTL to onboard the Merchant on the platform.

(b) Ensure that all information, materials provided to TOTL and customers in or in respect to your Takeaway are accurate and complete in all aspects.

(c) The price provided for display on TOTL Takeaway feature must be the same as the price of the menu published in your establishment.

(d) Keep your menu up to date and ensure to provide TOTL with the changes required for us to help change the menu on display on TOTL services. The same shall be intimated to us at least with three days notice to change.

(e) Ensure that all items are available for consumers, if the items are shown on the TOTL Takeaway order page.

(f) Cancellations or Rejections of Takeaway orders are done with appropriate reasons. Strive to keep the rejections less than 1% of the total Takeaway orders placed on TOTL platform.

(g) You shall not accept any Cash payment from the consumers for Takeaway orders.

(h) Ensure orders are packed in a way to avoid tampering or leaks.

(i) Orders are prepared on time.

(j) You should be available and online to accept orders on the opening hours mentioned.

(k) You shall not keep the consumer waiting for more than 5 minutes, once the order is available for collection.

(l) Merchant must promptly implement any patches, updates, upgrades and/or new versions of the software provided by TOTL from time to time.

(m) You grant us and our affiliates a non-exclusive, royalty-free licence to use your branding which includes your logos, name and website address(es)

(n) It is the Merchant’s responsibility to promptly deactivate any item that is not siva in stock to avoid any disputes due to such delay in taking appropriate measures. In the event of such disputes Merchant is liable to pay (%) of the cancelled order, this will be computed at the time of merchant payment settlement

7. VAT and Invoices

TOTL shall account for the amount of VAT for which it is liable, under the laws applicable to this Agreement. The Merchant shall account for the amount of VAT for which it is liable, under the laws applicable to this Agreement.

TOTL shall send an invoice to the Merchant on its TOTL Fee charged.

The Merchant shall provide the Customer with an invoice in compliance with applicable law.

8. Refunds

TOTL has the right to refund any Customer of TOTL who, in TOTL’s reasonable opinion, has a valid complaint about the Merchant Offering, including, but not limited to, its supply or delivery. If TOTL has already paid the Merchant in respect of such refunded payment, TOTL may recover the refunded amount from the Merchant.

TOTL may recover the refunded amount from the Merchant, along with any additional charges of refund or chargeback fees that the payment provider may levy on TOTL.

All charges will be borne by the Merchant without any dispute or protest.

TOTL shall not charge or claim any refund from the merchant in the case that the issue is not related to the service / product / supply from the Merchant.

8.1 Set-off

TOTL may set off against any amounts payable to the Merchant any amount owed by the Merchant to TOTL (or to a third party, if such third party claims such amount from TOTL or, in TOTL’s reasonable opinion, will likely do so). The Merchant shall not have the right to set off any amounts owed by TOTL.

9. Intellectual Property

9.1 Licensing of IP by the Merchant

For the term of this Agreement, the Merchant grants to TOTL a non-exclusive, worldwide, royalty free, paid-up, irrevocable, transferable and sub-licensable right to use the Merchant’s registered and unregistered intellectual property rights (


“Merchant IP”), and any third party’s intellectual property rights supplied by the Merchant to TOTL ( “Third Party IP”), including, but not limited to, any editorial text or images.

9.2 Merchant’s Warranties regarding Licensed IP

The Merchant warrants that it owns all interest in and to the Merchant IP, has licensing rights (including the right to sublicense to TOTL) in the Third Party IP, and has the right to grant the license stated in this Agreement.

9.3 TOTL’s IP

The Merchant shall not use any of TOTL’s intellectual property rights or prepare any derivative work based thereon.

10. Confidentiality and Privacy

The Merchant agrees to keep strictly confidential the terms of this Agreement, all of its contents and all information that it obtained about TOTL’s business, including, but not limited to, the finances, technology and affairs of TOTL.

10.1 Customer Data

TOTL or an affiliated entity owns all personal data about Customer. Where TOTL (or an affiliated entity or other third party) makes personal data about Customers available to the Merchant, the Merchant shall use the personal data of Customer only to fulfil its obligations in connection with the Merchant Offering, and for no other purpose. The Merchant shall ensure that at all times it implements and complies with reasonable security measures, including, but not limited to, such security measures as prescribed by applicable law, in the handling of any personal data of Customer. If the Merchant engages any third party to facilitate any of its obligations hereunder, the Merchant shall ensure that such third party complies in the same way with all of the Merchant’s obligations under this Agreement.

10.2 Background Checks

(a) TOTL reserves the right to make general and specific credit and financial checks and credit-related enquiries about the Merchant and certain individuals and/or legal entities working with and/or for the Merchant. The Merchant consents to these checks and agrees to cooperate with TOTL’s reasonable requests in respect of conducting these checks.

(b) The Merchant acknowledges that TOTL may record phone calls with the Merchant for quality assurance and compliance purposes.

11. Term and Termination

11.1. This Agreement shall be valid and effective until this Agreement is terminated in accordance with the provisions of this Agreement.

11.2. No fault termination: Notwithstanding Clause 12.1 above, either Party may, at any time, terminate this Agreement for whatsoever reason by giving thirty (30) days’ written notice to the other Party.

11.3. Termination due to breach: This Agreement may be terminated immediately on a written notice by one Party to the other where the other Party is in breach of any provision of this Agreement, where such breach is capable of remedy, and has failed to fix such breach within fourteen (14) days of written notice to do so by the non-defaulting party. Without prejudice to the foregoing, TOTL reserves the right to terminate this Agreement at any time immediately by providing a written notice to the Merchant if any of the Merchant’s representations and warranties is found to be untrue, false or inaccurate, the Merchant becomes insolvent or compounds with or makes arrangement with its creditors, the Merchant have a winding up order (other than for the purpose of amalgamation or reconstruction) made against it, or the Merchant have a provisional liquidator, receiver or manager of its business or undertaking duly appointed.

11.4. In case merchants terminates the contract;

11.5. In case the Merchant does not accept Credit Redemptions, StoreCash redemption, TOTLPay payment, Takeaway Orders or any refusal of TOTL features. The customer is entitled for a full refund/charge-back from TOTL which TOTL will then charge the Merchant based on the charges incurred by the payment gateway on such refunds/charge-backs.

11.6. In the event of termination of this Agreement, TOTL shall be entitled to the TOTL Fee, License Fee and Cashback; and the Merchant shall be entitled to the net payment up to the date of termination of this Agreement.

11.7. Termination of this Agreement shall in no circumstances affect:
(i) the accrued rights or liabilities of the parties on the date of termination; and/or

(ii) the validity of any agreement arrangement and/or transaction made between the Merchant and the Customer.

11.8. Accrual of Rights and Obligations
Termination of this Agreement in accordance with its terms shall not affect the accrued rights or liabilities of the parties at the date of termination and shall have no effect on:
(i) the transactions already transacted prior to termination; or


(ii) the Merchant’s obligations to provide the Merchant Offering in respect of such transaction.

12. Indemnification

12.1. The Merchant agrees to defend, indemnify and hold TOTL, its affiliated and related entities, and any of its respective officers, directors, agents and employees, harmless from and against any claims, lawsuits, investigations, penalties, damages, losses or expenses (including, but not limited to, reasonable attorneys’ fees and costs) arising out of or relating to any of the following:

(a) any claim by the relevant tax authorities for the tax obligations of the Merchant arising from the issuance, sale or transaction of TOTL;

(b) any claim by a TOTL user or anyone else arising out of or in connection with the Merchant Offering (or any goods and/or services actually or purportedly offered in respect of or in connection to TOTL) or any other goods and/or services offered by the Merchant, including, but not limited to, claims for personal injury, death, or property damages; and

(c) any breach (or alleged breach) of Clauses 8,9,10.

13. Miscellaneous

13.1. This Agreement contains all the terms agreed between the parties regarding its subject matter and supersedes and excludes any prior agreement, understanding or arrangement between the parties, whether oral or in writing.

13.2. No terms and conditions or other document submitted, proposed or stipulated by the Merchant shall be binding between the parties in respect of the transaction set out in this Agreement, unless expressly agreed to in writing by TOTL.

13.3. This Agreement may be amended or modified only by mutual written agreement of authorised representatives of the Parties.

13.4. No waiver by TOTL of any violation or default in performance of the provisions of this Agreement shall be deemed a waiver of such provisions or the right of TOTL to thereafter enforce such provisions, or any other provisions, of this Agreement.

13.5. Nothing in this Agreement shall be construed to create a joint venture, agency, partnership, or franchise between the parties. Neither Party has the authority, without the other Party’s prior written approval, to bind or commit the other Party in any way. The Merchant understands and acknowledges that TOTL does work regularly with other merchants who may be direct or indirect competitors with the Merchant. By entering into this Agreement, the Merchant agrees that TOTL is not precluded from entering into similar agreements with other merchants, regardless of whether they are direct or indirect competitors with the Merchant.

13.6. The Merchant is not authorised to transfer or assign its rights or obligations under this Agreement, whether by operation of law or otherwise, without TOTL’s prior written consent. TOTL is authorised to transfer or assign this Agreement or any of its rights thereunder to a present or future affiliate or pursuant to a merger, consolidation, reorganization or sale of all or substantially all of the assets or business, or by operation of law, without notice to the Merchant.

13.7. The Parties agree to use digital signup on TOTL for the purpose of signing this Agreement; the Parties further agree that using the digital signup shall be treated with the same legal force and effect as a signature written by hand, and will not be denied legal validity solely due to the fact that the signature is in electronic form.

13.8. If any provision of this Agreement should be held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement are not affected. Such invalid or unenforceable provision shall be replaced by a valid and enforceable provision which most closely achieves the economic effect contemplated by the invalid or unenforceable provision.

13.9. This Agreement shall be governed and interpreted by the laws of UAE, without regard to its conflict or choice of law principles. Exclusive venue for any disputes shall be the courts of Dubai.

13.10. The Effective Date of this Agreement shall be the date that the last of TOTL or the Merchant agrees to this Agreement or otherwise indicates its assent in writing.

14. General

14.1. TOTL is currently operating under this Agreement and may transfer or enhance its operating platform to another platform at any time for any reason without notice to Merchant.

14.2. This Agreement shall continue to be in full force and effect until termination. Applicable yearly fee will be applicable as mentioned in the table of charges.

14.3. English language to prevail – This Agreement is drawn up in the English language. If this Agreement is translated into any language other than English, and in the event of any conflict, the English language text shall prevail. All notices in English – Each notice, instrument, certificate or other communication to be given under or in connection with this Agreement shall be in the English language and in the event that such notice,instrument, certificate or other communication is translated into any other language, the English language text shall prevail.