Thank you for using Noon Food Services. The owner and operator of the Noon Food App is Arabian Marketplace Trading LLC, a limited liability company registered in Kingdom of Saudi Arabia (“KSA”) under license number 1010627941, with its registered office located at King Khalid International Airport Roshn Riyadh Front S5 Riyadh 13413 - 3666 KSA (“noon Food”, together with all relevant Affiliates, “we”, “our”, “us”). The Noon Food Merchant Agreement, together with the Annex, each, as amended in accordance with the Agreement, from time to time (collectively, the “Agreement”) is hereby entered into between us and the legal person identified by us as owning the Merchant Account and accepting the Agreement (“Merchant”, “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. 1.1. Unless defined otherwise in the Agreement, capitalized terms shall have the following meaning:

      “Affiliates” mean	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.
      “Annex” means	the current version of the annex detailing the Fees, which is available at (“URL”): Service Annex along with any successor or replacement of such annex.
      “Authorised Signatory” means	the individual(s) designated by you as your authorized representative(s) on Platform to legally bind the Merchant and accept the Agreement on its behalf and who are either: (i) mentioned in the trade license or similar license of the Merchant; or (ii) who has been duly authorized by the Merchant in writing by way of a notarized power of attorney, resolution or any other form of authorization accepted by us.
      “Cancellation Penalty” means	has the meaning given in clause 5.4.
      “Claim” means	each and any third-party claim for loss, damage, settlement, cost, expense, or other liability (including any legal costs and attorneys’ fees)
      “Confidential Information” means	any information of a confidential or proprietary nature in relation to the disclosing party, that is not known to the general public, including but not limited to any reports, insights, trade secrets, processes, operations, style of work, data derived from the Services(to the extent its confidential), technical or operational specifications relating to the Services.
      “Customer” means	the final consumer purchasing the Items from you through Noon Food App.
      “Delivery Fee” means	the fee charged by us for facilitating the delivery of the Items from the Restaurant to the Customers.
      “Device Fee” means	the fee charged for a tablet issued by us to you for accessing the Platform and Services.
      “Effective Date” means	the date on which the Agreement is accepted by the Merchant on the Platform.
      “Fees” mean	all fees payable by you to us under the Agreement, as detailed in the Annex.
      “Force Majeure Event” means	occurrences beyond the control of the affected party including, but not limited to, decrees or restraints of Government, acts of God, pandemics, strikes, work stoppage or other labor disturbances, war or sabotage.
      “Intellectual Property” means	any patent, copyright, trademark, logo, artwork, rights to use or access Platform (in your case) or any other intellectual property right and all ancillary and related rights, including all rights of registration and renewal.
      “Items” mean	the food items including beverages, offered for sale to Customers by you through the Noon Food App.
      “Item Revenue” means	the gross amount charged by you to the Customer for the Item(s) purchased through Noon Food App including any Value Added Tax (“VAT”) or other sales tax, less all, (i) discounts offered by you on Noon Food App, if any, and (ii) packaging, delivery and any other charges levied by you.
      “Loyalty Customer” means	Customer participating in Loyalty Program.
      “Loyalty Program” means	a loyalty program offered by us on the terms and conditions mentioned in the Agreement, currently named as “noon one”.
      “Merchant Account” means	the account created by you or by us on your behalf, on the Platform for the purposes of registration for selling the Items on Noon Food App.
      “Noon Food App” means	the food delivery mobile application owned and operated by us.
      “Noon Food Commission” means	the commission charged by us to enable your use of the Noon Food App.
      “Onboarding Documents” mean	include: (i) complete legal business name, registered address of your business, and contact details such as, email address of the Authorized Signatory, email address of your business, phone number; (ii) a valid trade license or similar license to sell Items in the Territory; (iii) VAT registration certificate (if applicable), in case of non-registered a signed Declaration; ; (iv) certified bank details; (v) valid identification documents of the Authorized Signatory; and (vi) any other information we may request from time to time.
      “Personal Data” means	every data of whatever source or form that would lead to the identification of the individual specifically or make it possible to identify him directly or indirectly, including: name, personal identification number, addresses, contact numbers, license numbers, records, personal property, bank account and credit card numbers, fixed or moving pictures of the individual, and other data of personal nature.
      “Platform” means	the online portal and tools made available by us to you to enable the creation and management of Merchant Account.
      “Photographic Fee” means	a fee paid by you to us in consideration for the photography of your Items to be displayed on Noon Food App.
      “Pickup Method” means	a method whereby you allow Customers to collect Items from the specified location of the Restaurant without the involvement of a delivery partner.
      “Regular Customer” means	Customer who has not opted for a Loyalty Program.
      “Restaurants” mean	your outlets listed on Noon Food App from which Customers can place orders.
      “Services” mean	has the meaning given in clause 3.1.
      “Territory” means	Kingdom of Saudi Arabia (“KSA”)

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 registered post or/and email.

2. Enrollment

To enable us to provide the Services to you, you must provide the required Onboarding Documents during the Merchant Account registration, along with any requested information, for us to complete the registration process for your Merchant Account. If the Onboarding Documents provided by you are near to expiry or have expired or are amended, during the Term of the Agreement, then you must promptly provide the updated versions to us. We reserve the right to defer or suspend activation of Merchant Account or suspend Merchant Account post activation for reasons including a reasonable suspicion that a. the Onboarding Documents/ updated Onboarding Documents are untrue, incomplete, inaccurate and/or invalid; or b. 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 may provide the following Services to you to enable you to sell the Items through the Noon Food App:

  (a) ability to receive orders for Items through Noon Food App;

  (b) delivery service;

  (c) payment processing service;

3.2. The Services may be provided to you by us, any of our relevant Affiliates or any other third parties.

3.3. We may, at our cost and expense, and in accordance with our internal policies, provide promotional offers (including discounts) to the Customers on the Items offered by you for sale through Noon Food App. If any promotional offers are co-funded by you and us, then we will provide such promotional offers on terms mutually agreed between us and you in writing.

3.4. We reserve exclusive right, upon notifying you (a) to refuse to list or suspend or de-list any items or/and (b) temporarily or permanently suspend your access to the platform, for reasons such as non-compliance with applicable laws, breach with the agreement, legal concerns, or potential harm to our reputation.

3.5. We will assume liability up to a maximum of SAR 150 for orders prepared by the Merchant but refused for pickup or not picked up by the delivery partner due to any reasons attributable to us

4. Pickup Method

1. 1. 1. 4.1. You may elect to subscribe to the Pickup Method offered by us by writing to us at ksa.resops@noon.com. Upon activation and during the period of your subscription, you must comply with the terms of this clause.

      2. 4.2. You will prepare, properly pack and keep ready the order within the pickup time for collection by the Customer from the Restaurant.

      3. 4.3. In case you exceed the pickup time, you will inform the Customer about the delay. Additionally, you must have a separate waiting area for Customers at the Restaurant.

      4. 4.4. You will not accept or demand any cash or additional payments from the Customers during the collection of the order from your Restaurant.

      5. 4.5. You will not hold us responsible for any acts or omission of the Customer including but not limited to refusal/ failure to collect the order from the Restaurant, unprofessional conduct of the Customer, damage to the Restaurant by the Customer etc.

5. Merchant Obligations

1. 1. 1. 5.1. You understand that Noon Food App is a technology platform that facilitates the sale of Items from you to the Customers. You agree that the contract for sale for the Items is strictly between you and the Customers. At no point we shall have any obligations or liabilities in respect of such contract. We are not responsible for any non-performance or breach of any contract between you and the Customers.

      2. 5.2. You shall be responsible for issuing an invoice to Customers for the Items that have been purchased via Noon Food App.

      3. 5.3. You shall ensure that the Items, price list, content and other details, as displayed on Noon Food App by you are correct and accurate. In the event you have requested our team to display such details on the Noon Food App, you shall ensure that all details provided to us are accurate and in compliance with the applicable laws. If there are any changes to these details, then you should immediately either update them yourself or provide us with the revised details for updating on your behalf. You will be responsible for any impact (including differential amount due to price change, fines and/or damages) as a result of your failure to provide correct details.

      4. 5.4. For the orders that have been canceled by you, post acceptance on the Platform, you will be liable for Cancellation Penalty on such orders. For the purposes of this Agreement, cancellation penalty shall be equivalent to Noon Food Commission and Payment Processing Fee.

      5. 5.5. You will be using the device for accessing the Platform in order to receive the Services from us. Once we recover the full Device Fee from your Item Revenue, the ownership of the device shall be transferred to you.

      6. 5.6. For any promotional offers that will be entirely funded by you, you shall provide, on or before two (2) working days from the date of such promotion, all information necessary to enable us to display such promotional offer on Noon Food App.

      7. 5.7. You should adhere to terms of use, terms of sale and privacy policy of Noon Food App available on https://food.noon.com/saudi-en/.

6. Fees and Payment terms

1. 1. 1. 6.1. All Fees payable by you to us shall be determined in accordance with the Annex. We will invoice you for the Fees on a weekly basis.

      2. 6.2. You agree that the Item Revenue collected by us on your behalf will be considered as if the payment for purchase of Items was made directly to you by the Customers.

      3. 6.3. From any Item Revenue collected by us, we will be deducting (a) the Fees, (b) any, Cancellation Penalty, (c) any, refunds given by us on your behalf to the Customers, (d) discount funded by you, (e) any fines or penalties that may have been imposed on us due to your default, breach of applicable laws and/or breach of this Agreement; (f) withholding taxes, prevailing under applicable tax laws, and (g) any other amount required to be deducted under applicable laws. The remaining balance will be remitted to you by us on a fortnightly basis. In case of any concerns with the remitted balance, Merchant must raise it to Noon Food team by writing at ksa.resops@noon.com, within fourteen (14) days of  receipt of the balance amount.

      4. 6.4. In the event the remaining amount, as stated above, to be remitted is in negative, you shall pay the differential amount within seven (7) working days of being notified by us to you. In case of non-payment or delay in the payment, we shall have the right to stop or suspend all Services, until the receipt of all of our dues without prejudice to any other right granted to us by the law.

      5. 6.5. You acknowledge and undertake to comply with all applicable laws, including any tax laws in the Territory and fulfill your obligations to the tax or any authorities in a timely and complete manner, including but not limited to, keeping any tax or other 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, pay all related taxes to the authority.

      6. 6.6. We reserve the right, in compliance with any applicable local country legislations to withhold taxes. If there are any applicable withholding tax obligations under the local tax any applicable laws, we have the right to deduct these taxes from the Item Revenue.

      7. 6.7. We may charge Customers a delivery charge or service charge for the use of the Platform. Any such amounts collected should be retained by us and you agree that you shall not be entitled to receive such amounts, whether in whole or in part.

      8. 6.8. We reserve the right, in our sole discretion, to seek reimbursement from you if we discover payment processing errors. We may deduct from your Item Revenue or seek reimbursement from you or go through any other lawful means to correct any errors. You authorizes us to use any or all of the above methods to seek reimbursement.

7. Loyalty Program

1. 1. 1. 7.1. During the Term of the Agreement, you may participate or nominate any of your Restaurants to participate in the Loyalty Program by opting for it on Platform or writing to us at ksa.resops@noon.com.

      2. 7.2. You can opt-out from the Loyalty Program at any time by giving us seven (7) days advance notice by writing to us at ksa.resops@noon.com. Post completion of the notice period, the Fees applicable to regular Merchant will be charged to you.

      3. 7.3. The Loyalty Program has no predetermined termination date and may continue until such time as we decide to cancel the Loyalty Program, with or without notice.

      4. 7.4. If we believe that your use of the Loyalty Program may be in breach of law or the Agreement, then in addition to termination right available to us under clause 12.3. of the Agreement, we may immediately suspend or terminate your access to the Loyalty Program or/and the Platform and take such other action as we deem reasonable in the circumstances.

8. Representations and Warranties

8.1. Each party hereby represents and warrants that:

8.2. You represent and warrant that:

9. Intellectual Property Rights

1. 1. 1. 9.1. You, being duly authorized to do so, hereby grant us a limited, revocable, royalty-free, non-transferable, and non-exclusive license to use your Intellectual Property, to carry out marketing or promotional related activities in relation to this Agreement, without any prior consent. You shall, on request by us, supply us with your Intellectual Property to be used in materials for such marketing or promotional activities.

      2. 9.2. We, being duly authorized to do so, hereby grant you a limited, revocable, royalty-free, non-transferable, and non-exclusive license to use our Intellectual Property solely for the purpose of advertising the fact that you are listed on noon Food App or we are your online food delivery partner in KSA.

10. Disclaimer and General releases

10.1. The Platform, Noon Food App and the Services are provided to you on “as-is” and “as available” basis. To the fullest extent permissible by law, we and our Affiliates disclaim any representations and warranties, express, implied or statutory, whether set out in this Agreement or not, including any express or implied warranties of merchantability, fitness for a particular purpose, or non-infringement and implied warranties of merchantability, fitness for a particular purpose and non-infringement. We do not warrant that the functions contained on the Platform and the Services will meet your requirements or be available, timely, secure, uninterrupted, or free of any bugs, errors, inaccuracies, viruses or other malware. You agree that the entire risk arising out of your use of Platform and Services, and any service requested in connection therewith, remains solely with you, to the maximum extent permitted under applicable law.

10.2. Since contract of sale for Items is between you and Customers, if any dispute arises out of or in relation to such contract of sale between you and any Customer, you agree to release us (and our affiliates, third parties, 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.

11. Confidentiality

The parties agree that any Confidential Information exchanged under the Agreement will be handled with the same level of confidentiality as each party handles its own Confidential Information. The parties will not, without the prior written consent of the disclosing party, disclose or use such Confidential Information except for the purposes of performing its obligations under the Agreement. This clause does not apply to information which the receiving party can show by reference to documentary or other evidence, a. was rightfully in its possession prior to disclosure to it by the disclosing party; b. is already public knowledge or which becomes so at a future date (otherwise than as a result of breach of this clause; c. is received from a third party who is not under an obligation of confidentiality in relation to the information; d. is developed independently by receiving party without access to, or use or knowledge of, the Confidential Information; e. is trivial or obvious or f. is required to be disclosed by the receiving party in accordance with the applicable laws and orders from government or court; provided that, in this case, the receiving party shall provide prior written notice of such disclosure to the providing party and take reasonable and lawful actions to avoid and/or minimize the degree of such disclosure. All tangible copies or storage media of Confidential Information shall be destroyed or deleted immediately on the instructions of the disclosing party and no copies of such Confidential Information shall be retained by the receiving party following expiration or termination of the Agreement.

12. Term and Termination

1. 1. 1. 12.1. The term of the Agreement shall commence from the Effective Date and, unless earlier terminated in accordance with the below clause, will continue for a period of one (1) year from the Effective Date ("Initial Term"). Thereafter the term will be automatically renewed for successive one (1) year periods (each, a "Renewal Term" and together with the Initial Term, the "Term") unless terminated in accordance with below clause.

      2. 12.2. Either party may terminate the Agreement for convenience upon thirty (30) days written notice to the other party, without any court order.

      3. 12.3. We may terminate the Agreement immediately if we determine that (a) you have materially breached the Agreement and failed to cure within seven (7) days of a cure notice; (b) Merchant Account has been, or our controls identify that it may be used for deceptive or fraudulent, or illegal activity; (c) your use of the Services has harmed, or our controls identify that it might harm, other merchants, Customers, or our legitimate interests; or (d) your use of Loyalty Program is in breach of any applicable law or Agreement.

      4. 12.4. You may terminate the Agreement by providing fifteen (15) days written notice, in case you do not agree to any amendments as mentioned in clause 15 of the Agreement.

      5. 12.5. Upon any termination or expiration of the Agreement for any reason, (a) the Services shall be terminated and Merchant Account may be deactivated.; (b) you shall settle all due and accrued Fees up to the date of termination or expiration; and (c) return or destroy all Confidential Information in your possession. No party shall be liable to the other party for any harm, loss, or damage arising solely from the termination of the Agreement, nor shall you be entitled to any compensation for services or goodwill enjoyed by us during or after the Term.

      6. 12.6. Deactivation of the Merchant 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, we may reactivate Merchant Account (unless there are material changes in the business, trade license and tax documentation) and the Services will be provided subject to your acceptance of the then prevailing Agreement of the Services.

13. Indemnity and Liability

1. 1. 1. 13.1. You will indemnify, defend and hold harmless us from and against any and all Claims arising out of or related to: (a) your violation or alleged violation of any applicable law (b ) defects or deficiency in the Items (c) VAT, other fees, penalties, interest and other costs related to your obligations; (d) you copying, storing, retaining, removing from the Platform or otherwise processing the personal data; (e) any third party claim for actual or alleged infringement of a third party’s intellectual property or other proprietary rights and/or (f)  breach of any provisions of the Agreement by you

      2. 13.2. We will provide prompt notice to you of any potential Claim subject to indemnification hereunder. You will assume the defense of the Claim through counsel appointed by you and reasonably acceptable to us. You will not settle or compromise any Claim, or consent to the entry of any judgment, without our written consent, which will not be unreasonably withheld. We will reasonably cooperate with you in the defense of a Claim, at your expense. We may, upon notifying you, withhold such amounts payable to you by us. in relation to the Claims. Failure by us to provide notice regarding a Claim shall not relieve you of any liability that may exist between the Parties.

      3. 13.3. 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.

      4. 13.4. In no event shall either party be liable for any Claim for indirect or consequential damages of any kind, including loss of business profits, or damages for loss of business or any third party arising out of this Agreement, or loss or inaccuracy of data of any kind, or loss of, compensation for, or damage to goodwill, whether based on contract, tort or any other legal theory, even if such party has been advised of the possibility of such damages. Our total cumulative liability of each and every kind under this Agreement shall not exceed the amount of Fees actually accepted by us from you in the immediately preceding 3 months of giving rise to such Claim . The foregoing limitation of liability and exclusion of certain damages shall apply regardless of the success or effectiveness of other remedies.

      5. 13.5. Where the substance of a Claim relates to a dispute between you and a Customer, but we been wrongly identified as a defendant in the dispute, you agree to provide all assistance, at your expense, to us in order for us to be removed as a defendant in such Claim. We may, upon notifying you, withhold such amounts payable to you by us

14. Data Protection

1. 1. 1. 14.1. We will give you the details of the Customer's order to allow you to process and fulfil it (“Order Info”). You must not access or use any Order Info for any purpose other than the fulfilment of the order to which it relates in accordance with these terms. We may also provide access to Personal Data at your request if you reasonably require access to deal with a customer complaint or respond to a data subject request that may have been made in accordance with the applicable law. To the extent permitted by law, you must not issue any public statement or notification about Personal Data without first obtaining our written consent.

      2. 14.2. The parties acknowledge and agree that, in respect of Personal Data, each party is an independent controller. Each party shall comply with the applicable laws relating to the protection of Personal Data and its obligations under these terms in connection with the access to and use of Personal Data.

15. Amendments

1. 1. 1. 15.1. We reserve the right to amend by changing, modifying, replacing, adding, or removing, as the case may be, any terms of the Agreement and/or Fees at any time by providing a minimum of one-week notice (in a manner as stated in clause 17.5.(b) prior to the effectiveness of such amendments. Your continued access to or use of the Services after the effective date of any amendment to the Agreement or Fees in accordance with this clause will constitute your acceptance of that amendment. If you do not agree to any amendments, you shall not use the Services and you shall terminate the Agreement as described in clause 12.4. of the Agreement by sending us a notice in a manner stated in clause 17.5.(a).

      2. 15.2. We will not amend the Fees till 30 June, 2025 unless, it is mutually agreed, between the Parties, in writing. Consequently, the above clause, does not apply to the Fees till 30th June, 2025.

      3. 15.3. We may amend the Agreement at any time with immediate effect (i) for legal, regulatory, fraud and abuse prevention, or security reasons; (ii) 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 (iii) to restrict Items or activities that we deem unsafe, inappropriate, or offensive.

16. Governing Law

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 Riyadh, KSA.

17. General

1. 1. 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.

   2. 17.2. Force Majeure Event. We will not be liable for any delay or failure to perform any of our obligations under the Agreement due to Force Majeure Event.

   3. 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.

   4. 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. The Agreement will not create an exclusive relationship between you and us.

   5. 17.5. Notices. (a) General- We will provide any notice to you under the Agreement on the Authorized Signatory's email mentioned on the Platform. Such email 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 Authorized Signatory updated on the Platform at all times. You must send all notices and other communications relating to us at ksa.resops@noon.com. You may change your email addresses and certain other information on the Platform, as applicable. You will ensure that all of your information is up to date and accurate at all times. (b) Notice under clause 15 of the Agreement- Any notice in relation to amendment of Fees or the Agreement as mentioned under clause 15.1. of the Agreement shall be communicated by us to you via Platform and/or by sending an email as per the above clause.

   6. 17.6. Translations. In the event of any conflict or inconsistency between the Arabic edition and the English edition of the Agreement, the Arabic edition shall prevail. However, you agree we may communicate with you in English during the Term.

   7. 17.7. Severability and Entire Agreement. If any provision of the Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from the Agreement 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.

   8. 17.8. Dates. All references to days, dates, months, years, and otherwise the passage of time herein shall refer to the Gregorian calendar to the exclusion of the Hijri calendar.