ANNEX

1) Fees payable by the Merchant for Noon Food App Services

Item Revenue means the gross amount charged by you to the Customer for the Items 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.

Payment frequency -  Fortnightly

Cancellation Fees equal to 2% of Item Revenue will be charged in addition to the applicable Noon Food Fees and Payment Processing Fee

2) Fees payable by the Merchant for availing Rider on Demand Service

Rider on Demand Service Fee

* For the purpose of this Annexure, the term 'week'  means following dates of the particular month -  1st to 7th, 8th to 15th, 15th to 22nd, and 23rd to the end of the month.

Service Level Metrics and Service Level Charges

All Fees as mentioned above in the Annex shall be deemed to be exclusive of Value Added Tax (VAT). The term "VAT" includes any VAT or other sales tax.

Thank you for choosing Noon Food’s Services. Services are being provided by Noon Food LLC, a limited liability company registered in United Arab Emirates (“UAE”) under license number 937129, with its registered office located at Level 7, Boulevard Tower 2, Downtown, Dubai, United Arab Emirates (“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 Person identified by us as owning the Merchant Account and accepting the Agreement (“Merchant”, “you”, “your”). Each Party will be referred to as a "Party," and collectively, we will be referred to as the "Parties."

1. a. Definitions

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

(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.

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.

Services will be as follows:

(a) We will provide you with the services of listing, receiving orders, fulfilling orders (through delivery or Pick-up Method), and payment processing to enable you to sale the Items through Noon Food App;

(b) 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;

(c) We may provide you with photography services upon your election on the platform for capturing images of your Items intended for display on Noon Food App;

(a) We may provide you with the logistics and delivery services referred to as Rider on Demand Service, in order to facilitate the delivery of the orders received by you through channel other than Noon Food App;

(b) You shall not avail the Rider on Demand Service for delivering the orders received by you through our competing food ordering platforms;

(c) Rider on Demand Service can be availed only upto distance of 15 Kms from the Restaurant from which the delivery service is requested. This limit of distance is subject to change at our sole discretion;

(d) In Rider on Demand Service, one rider shall be delivering only one order; you shall not batch multiple orders in a single delivery. However, if a single order is large and requires multiple riders to deliver it, then in such case, Rider on Demand Service Fee will be charged based on the number of riders needed to fulfill that particular order;

(e) Incase, Parties have mutually agreed for integration between their respective platforms in regards to Rider on Demand Service, then we will ensure that the riders update the status of the orders being delivered, on the Platform;

(f) We shall make all reasonable efforts to assign the riders for delivering the orders, subject to the availability of riders.

(g) You will not hold us responsible for any acts or omissions, including but not limited to refusal or failure to accept the order due to any reasons attributable to the Person who has placed the order with you;

The Services mentioned in this clause may be provided to you by us, any of our relevant Affiliates or any other third parties. We will provide you with a device to access the Platform for managing the Services.

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.

a. You may elect to subscribe to the Pickup Method offered by us by writing to us at resops@noon.com. Upon activation and during the period of your subscription, you must comply with the terms of this clause and any additional terms that we may communicate to you in writing from time to time.

b. You can unsubscribe the Pick-up Method, at any time by giving us 48 hours advance notice by writing to us at resops@noon.com.

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

d. 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.

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

f. 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.

a. Obligations in case of Noon Food Services

(a) 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.

(b) 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.

(c) You shall not cancel the orders post your acceptance of it on the Platform. However if you do for any reason attributable to you, you will be liable for a Cancellation Fee.

(a) You shall ensure that the Items ordered are properly packed, marked, and labeled in a manner suitable for the delivery, and that the orders are correctly handed over to the assigned rider;

(b) You agree that the order for delivery shall not contain any illegal or prohibited Items;

(c) You authorize the rider to collect the cash payments on your behalf, in case the cash on delivery orders are being delivered by the rider;

(d) You are responsible for providing all the correct and accurate information, including but not limited to the delivery address, contact details of the Person to whom the order is to be delivered, order value, and cash amount to be collected, if applicable ("Delivery Information"), for the provision of Rider on Demand Service by us. We shall not be liable for any failed delivery or loss of monies due to incomplete, inaccurate or wrong Delivery Information provided by you and in such event we shall remain entitled to the Rider on Demand Service Fee;

(e) You shall be solely responsible for collecting Delivery Information and obtaining necessary consents (to the extent the Delivery Information contains Personal Data) from the Person who has placed the order with you;

(f) You shall immediately communicate to us about any change in the delivery address, after the rider has accepted your request for the delivery of the order. We shall then share the revised delivery address with the rider. We won't be liable for failed deliveries due to any direct communication between you and the rider for change in delivery address. In case of change in delivery address, we will be entitled to Service Level Charges in accordance with the Service Level Metrics mentioned Annex, in addition to Rider on Demand Fees;

(g) You shall be responsible for providing, at your expense, any special equipment, materials or tools, required for the delivery in addition thermal bag available with the rider.

(a) You understand that we are providing you with the Services to sale your Items 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;

(b) You shall be responsible for issuing an invoice to Customers for the Items purchased by them;

(c) 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. In case of damage or missing device, you will have to apply for a new device as per the applicable Agreement and Device Fee;

(d) Merchant shall be solely responsible for compliance with applicable local laws of the country of its operations, regulations, rules and standards related to preparation, selling, marketing and safety of any Items being offered for sale through Noon Food App or being delivered under the Rider on Demand Service;

(e) You will act reasonably and in good faith and cooperate with us in all matters relating to the Services availed by you;

(f) You should adhere to terms of use, terms of sale and privacy policy of Noon Food App available on https://food.noon.com/uae-en/.

a. 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. It can be mutually agreed between the Parties, in writing, to change the invoice frequency from weekly to monthly.

b. 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.

c. From any Item Revenue collected by us, we will be deducting (a) the Fees , (b ) Cancellation Fee , (c) Rider On Demand Service Fee, (d) any Service Level Charges (e) any, refunds given by us on your behalf to the Customers, (f) discount funded by you, (g) 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; (h) withholding taxes, prevailing under applicable tax laws, and (i) 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, you must raise it to us by writing at resops@noon.com, within fourteen (14) days of receipt of the balance amount.

d. 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.

e. 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.

f. 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.

g. We may charge Customers a delivery charge or service charge for the use of Noon Food App. 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.

h. 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.

a. 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 resops@noon.com.

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

c. 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.

d. 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 13. c. 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.

a. Each Party hereby represents and warrants that:

(a) it has full power and authority to enter into this Agreement and perform its obligations hereunder;

(b) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin;

(c) it has not entered into, and during the Term will not enter into, any agreement that would prevent it from complying with or performing under this Agreement;

(d) it will comply with all applicable laws, rules, regulations, orders, licenses, permits, in its performance of this Agreement;

(e) the content, media and other materials used or provided as part of this Agreement shall not infringe or otherwise violate the intellectual property rights, rights of publicity or other proprietary rights of any third Party; and

(f) Parties will act in accordance with applicable law with respect to Personal Data.

b. You represent and warrant that:

(a) Items conform to the required quality and safety standards in UAE and you are solely responsible to the Customers or third parties for any liability arising in relation to the Items sold by you;

(b) you are the sole owner or authorized licensee or authorized franchisee of the Restaurants that are listed on Noon Food App;

(c) you own or have the authority to grant the license in the Intellectual Property required to be provided by you in relation to the Agreement and you do not violate any intellectual property rights (whether registered or not) of any third Party;

(d) you will not: (i)modify, decompile, sublicense or reverse engineer any software or link related to the Platform; (ii) remove or alter any product identification or (iii) use Platform for third party’s benefit;

(e) all nutritional and allergen information that is made available through the Noon Food App is, and at all times will remain, accurate and compliant with all applicable laws; and

(f) you will ensure that all food law requirements are fulfilled, in particular regarding allergens and/or origin of products of animal origin to the extent required by applicable laws.

a. 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.

b. 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 ordering and food delivery partner in UAE.

a. The Platform, Noon Food App and the Services are provided to you on “as-is basis”. As a user of the Services, your use of the Platform, the Services, and Noon Food App are at your own risk. To the fullest extent permissible by law, we and our Affiliates disclaim:

(a) any representations , or warranties, obligation, liability, right, claim, or remedy arising out of or in relation to the Agreement, the Platform, and/or the Services, including any express or implied warranties of merchantability, fitness for a particular purpose, or non-infringement; and

(b) implied warranties arising out of course of dealing, course of performance, or usage of trade.

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. We will not be liable for any service interruptions, including system failures or other interruptions that may affect the receipt, processing, acceptance, completion, or settlement of any transactions.

b. As we are not involved in transactions between you and Customers, if any dispute arises out of or in relation to a 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.

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 shall use the Confidential Information only for the purpose of performing its obligations under the Agreement. The Parties will not disclose any Confidential information to any third Party, without the prior written consent of the disclosing Party. 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. In the event you fail to comply with this clause, we will have the right to terminate the Agreement in accordance with clause 13. c. of the Agreement and take any legal action as we may deem necessary.

a. 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.

b. Either Party may terminate the Agreement for convenience upon thirty (30) days written notice to the other Party, without any requirement of court order.

c. 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) any fraudulent or illegal activity has occurred or suspected; (c) your use of the Services has harmed, or our controls identify that it might harm, other merchants, Customers, or our legitimate interests; (d) your use of Loyalty Program is in breach of any applicable law or Agreement or; (e) you have breached the Confidentiality clause of the Agreement.

d. 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.

e. 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.

f. 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.

a. 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 ) the description, quality, content or packaging of the Items, including but not limited to delivery of wrong Items, Items did not correspond with the descriptions or image set out on the Noon Food App or any other channel through which order was placed, Items being improperly cooked or is not otherwise fit for consumption ;Items are not appropriately packaged etc. (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 actual or alleged infringement of a third Party’s intellectual property or other proprietary rights; (f) any intentional harmful and/or fraudulent act, by way of collusion with a Customer or any third Party (g) any of your act, omission, fault, fraud, misrepresentation or negligence whether active or passive or of anyone acting under your direction or your behalf in connection with the performance of this Agreement and/or (h) breach of any provisions of the Agreement by you.

b. 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.

c. 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.

d. 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.

15. Data Protection

a. We will give you the details of the Customer’s order to allow you to process and fulfil it (“Order Information”). You must not access or use any Order Information for any purpose other than the fulfilment of the order to which it relates in accordance with the Agreement. We may also provide access to Personal Data of the Customer 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.

b. You will share the Delivery Information with us to the extent required for availing the the Rider on Demand Service provided by us.

c. The Parties recognize and consent that information mentioned above, shared by respective Parties, may contain Personal Data. Each Party is considered to be an independent controller with respect to Personal Data. 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.

a. We reserve the right to amend any and/or all provisions of the Agreement or Fees, from time to time, by providing a minimum of one-week notice (in a manner as stated in clause 18. e. (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 13. d. of the Agreement by sending us a notice in a manner stated in clause 18.e.(a).

b. We may amend the Agreement at any time with immediate effect and without any prior notice (i) where necessary 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.