TERMS AND CONDITION

Background

FIFOPlus (the Web-Platform and Application) is made available to you by Adequate Solution Ltd with commercial registration number 1010770406 whose registered office address is Startup Hub, Airport Road, Riyadh – KSA

When we refer to 'you' and 'your', we mean where the context indicates, a buyer or a seller or anyone who uses and accesses the Platform.

These Terms and Conditions, and all other terms and conditions and documents referred to herein govern the conditions on which you are entitled to access and use the Platform. Please take the time to read them carefully.

By accessing and continuing to use the Platform, you will be deemed to agree to these Terms and Conditions and shall be bound by them. If you do not agree to these Terms & Conditions, then you must stop using or accessing the Platform immediately.

We reserve the right to modify or amend these Terms and Conditions from time to time. You should check these Terms and Conditions each time you access the Platform to ensure that you are aware of and are complying with the current version. Changes are binding on users of the Platform and will take effect immediately from posting of the revised documentation on the Platform.

Privacy and Data Protection

We take your privacy seriously. To find out more about how we handle your personal information please see our Privacy Policy (Privacy Policy). By accessing and/or using the Platform, you are agreeing that we can process your information in the ways set out in our Privacy Policy.

 

The Platform

The Platform is a business-to-business e-commerce marketplace for the restaurant, cafes and hotels industry that allows suppliers (Sellers) to advertise, offer and sell their items (Goods), and buyers (Buyers) to browse and buy such Goods.

We reserve the right to modify or discontinue the Platform at any time and without notice to you.

We also reserve the right to change our fee structure from time to time, and all changes will be posted on the Platform.

Furthermore, you accept that Platform unavailability may occur in order to allow for improvements, scheduled maintenance or may also be due to outside factors beyond our control.

Account Registration and Use

In order to access and use the Platform, you must:

• be a legal entity duly registered under the laws of Kingdom of Saudi Arabia;

• in the case of the Sellers, have a current trade license permitting you to sell the Goods within the geography of Kingdom of Saudi Arabia;

• provide any other information reasonably requested from us as part of your verification process; and

• have a user account (Account).

You can set-up your Account by following the process notified by us from time to time. You acknowledge that you will not be able to fully use the Platform until your Account has been activated and your complete details have been uploaded. We have the right to reject the creation or activation of an Account for any reason.

You will be solely responsible for maintaining the confidentiality and security of your Account details. You may not share, assign, or permit the use of your Account or password with another person. You agree to notify us immediately if you become aware of any unauthorized use of your Account or password.

You are responsible for all use and all activities that occur under your Account(s) and will be considered authorized by you, and that you solely bear the responsibility for the consequences of the misuse of your Account.

We may limit, suspend, cancel, deactivate or withdraw your Account at any time, without prior notice, for breach of these Terms, or for any reason in our sole discretion.

Goods

All Goods purchased through the Platform are made pursuant to a contract between the relevant Buyer and Seller and we act as a platform provider only. This means that the risk of loss, damage and title to such Goods is determined between the Seller and Buyer. Furthermore, any loss or damage caused by a Seller or the Goods is the responsibility and liability of the relevant Seller. 

All Goods shall be approved by us (on our sole discretion) before being offered for sale on the Platform. We retain the right to remove any Goods from the Platform at any time in our sole discretion.

Each Seller is responsible for ensuring that all pricing, descriptions and other content in relation to the Goods on the Platform is correct, valid and complies with the Terms and Conditions, the relevant laws and any requirements notified to the Seller from time to time. 

Each supplier will clarify the delivery period upon receiving the order and as per the supplier agreement.

User Generated Content

By posting or displaying any Goods, information, reviews or other content on the Platform (Content), you grant an irrevocable, perpetual, worldwide, royalty-free, and sub-licensable license to us to use the Content in any form, media, or technology in any manner and for any purpose.

When you post comments or reviews on the Platform, you also grant us the right to use your username, in connection with such review, comment, or other content.

You shall not use or provide any false information to us, pretend to be someone other than yourself or otherwise mislead us or third parties in any Content.

Content on the Platform is generated by the relevant user and may not reflect our opinions. We may, but shall not be obligated to, remove or edit any Content provided by you.

You will not attempt to hold us liable for any inaccuracies or defects in any Content. As a Seller, it is your responsibility to review the Content of your listings for accuracy and you will not attempt to hold us responsible for inaccuracies.

You represent, warrant and agree that any Content that you submit, post or display on the Platform:

• does not otherwise violate any of the copyright, patent, trademark, trade name, trade secrets or any rights of any third party;

• is true, accurate, complete and complies with all relevant laws;

• does not contain:

  • information that is discriminatory or promotes discrimination;

  • information that is defamatory, threatening, harassing, obscene, explicit, offensive, or otherwise objectionable, or that may be considered culturally or religiously offensive in any way;

  • anything which may not be considered to be in compliance with general local law, Islamic law, rules, morals, values, ethics and traditions;

  • information that may threaten national security;

  • content or items which may constitute or be considered to promote gambling;

  • references to financial instruments of any description;

  • any weapons of any description;

  • any liquor, tobacco products, drugs, psychotropic substances, narcotics, intoxicants of any description and medicines; or

  • any items that are defective, fake, damaged, false or misleading.

Your Responsibilities

You represent, warrant and agree that:

• you have full power and authority to enter into these Terms and Conditions, and have full power to execute and perform your obligations under these Terms and Conditions;

• you shall fully comply and will at all times continue to fully comply with all applicable laws, statutes and regulations, including but not limited in relation to anti-money laundering;

• if you create or use an Account on behalf of a business entity, you represent that you are authorised to act on behalf of such business and bind the business to these Terms and Conditions. Such Account is deemed to be owned and controlled by the business entity;

• you own or have the authority to grant the rights and licenses granted to us by you under these Terms and Conditions;

• any content you submit as part of your use of the Platform and any Goods that you list do not violate the rights of any third party anywhere in the world including, without limitation, any intellectual property rights (whether registered or not);

• the documents and information submitted during the Account registration process are true, accurate, current and complete, and you will maintain and update all information as applicable;

• you are solely responsible for obtaining all required licenses, permits and certifications for the Content that you submit, post or display on the Platform;

• If you are a Seller, you have the right and authority to sell, trade and distribute the Goods listed on the Platform (including a valid and subsisting trade license allowing the sale of such Goods onshore in the Kingdom of Saudi Arabia) and the listing of these Goods does not violate any third-party rights (for example, exclusive agency or distribution agreements); and

• neither you, your company, its directors, officers nor affiliates are the subject of any trade restrictions, sanctions or other legal restrictions of any country, international organization or other jurisdiction.

Furthermore you represent, warrant and agree that you will not:

• use the Platform to defraud any person or entity;

• impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity;

• as a seller contact privately the buyer and offer them lower pricing than that provided to Fifoplus

• manipulate feedback through multiple user accounts or third parties by leaving positive feedback for yourself or unjustified negative feedback for another user;

• copy, reproduce, download, republish, sell or distribute any information, text, images, graphics, video clips, sound, directories, files, databases or listings, available on or through the Platform for any purpose;

• engage in spamming, phishing or spreading viruses;

• engage in any activity that would create liability for us;

• use the Platform solely to collect information about other users;

• use information provided to you on the Platform to solicit additional sales offline;

• cancel any order, or encourage another party to cancel any order made on the Platform with a view to removing our involvement from the sale; or

• make offers on your own Goods, or make an offer on Goods offered by someone you know (or encourage someone else to do the same) with the intent to increase its desirability or increase Seller’s ratings artificially.

We have the right to remove a posting or listing or suspend or terminate any Account, if there is a violation or suspected violation of these Terms and Conditions.

Payment

By placing an order on the Platform for online payment, you authorise our third-party payment processer to process your credit/debit card details for the amount of your order. In order to authorise credit/debit card payments, we may be required to create an account for you with our third-party payment processors, including accepting their standard terms and conditions and submitting your details to them on your behalf. You hereby authorise us to do so and we shall not be liable to you for any damage or loss you may incur as a result. For the avoidance of doubt, we do not store or collect your card information.

We may remove or add other payment methods that we accept at any time without prior notice to you.

We shall transfer payment to the relevant Seller once we are satisfied that the Buyer has accepted the Goods in accordance with these Terms and Conditions.

• Mada or Visa or MasterCard debit and credit cards in SAR will be accepted for payment

• Bank Transfers will be accepted for payment

• Credit Facility is available for you to apply for and it is completely at Fifoplus discretion to make the decision on the application

• Cardholder must retain a copy of transaction records and Merchant policies and rules.

• User is responsible for maintaining the confidentiality of his account.

Delivery

If you are a Seller organising delivery with the Buyer, you must:

• deliver the Goods within the timeslot selected by the Buyer and as per the fulfilment timeline; and

• notify us once the Goods have been delivered to the Buyer via a copy of the delivery note.

Refund and Return Policy

Once accepted, most Goods sold on the Platform are non-returnable and non-refundable unless stated otherwise as per special circumstances. For example, all food items are non-returnable and non-refundable. We urge you to inspect the Goods on delivery and seek all relevant information from the Seller before making a purchase of any Goods. For Goods that we (and the relevant vendor) have agreed to return, you must initiate the return request within three (3) hours of delivery of the Goods.

Refund Credits and Returns

• The Buyer has been provided with a copy of the Platform Provider’s Terms and Conditions, which include its return policy (Return Policy) (which may be amended from time to time in the Platform Provider’s absolute discretion).

• The Buyer acknowledges that most Goods are non-returnable and non-refundable, except as agreed by the Vendor in conjunction with the Platform Provider.

• The Buyer should carefully inspect the Goods upon delivery and immediately report any issues to the Platform Provider and the Vendor (via the Buyer dashboard within the Platform).

Payment Confirmation - the customer will receive the payment confirmation by email after the specifically applicable payment terms have been met

Third-Party Sites or Services

We may give you access to third-party sites or services through hyperlinks, API or other means on the Platform. We have no control over and do not monitor such third-party sites and we will not be liable to you for the content of these sites or your use of them.

We may present you with other third-party services on the Platform, including but not limited to payment providers. These services will be subject to a separate agreement between you and the service provider. We will not be liable to you for the use of such services, or for any failures on the part of these service providers.

Creating a link to our Platform is strictly forbidden without our prior written consent. Furthermore, we reserve the right to revoke our consent without notice or justification.

Intellectual property

You agree that all intellectual property rights and database rights, whether registered or unregistered, in the Platform and any associated software (Software), information on the Platform and Software and the design, including, but not limited to, text, graphics, software, photos, video, music, sound, and their selection and arrangement, and all software compilations, underlying source code and software shall remain at all times vested in us or our licensors. Use of such material will only be permitted as expressly authorized by us or our licensors.

Any unauthorized use of the material and content of the Platform or the Software is strictly prohibited, and you agree not to, or facilitate any third party to, copy, reproduce, transmit, publish, display, distribute, commercially exploit or create derivative works of such material and content.

Our Liability

Nothing in these Terms and Conditions shall limit or exclude a party’s liability:

• for fraud, including fraudulent misrepresentation, perpetrated by that party;

• for death or personal injury caused by the negligence of that party; or

• for any other liability that cannot be limited or excluded under applicable law.

We verify that each Seller is a licensed business when it signs up to use the Platform. However, we do not control the quality, legality, safety, or availability of the goods offered for sale, the ability of Sellers to complete a sale, or the ability of Buyers to complete a purchase and to the extent permitted by law we disclaim all liability in relation to any purchases made on our Platform.

The services provided by us and the Goods displayed on the Platform are provided "as is” without representations, warranties or conditions of any kind. We disclaim all warranties, conditions and representations of any kind, whether express, implied or collateral, including, but not limited to, all conditions, representations or warranties of merchantability, of fitness for a particular or general purpose, of non-infringement, of compatibility or that the Platform and services are secure or error free or will operate without interruption or will be provided in a timely or proper manner or at all.

We shall not be liable to pay any consequential, indirect, punitive or incidental damages (including but not limited to damages for loss of profits or savings, business interruption or loss of information) arising out of or in connect with these Terms and Conditions, even if we had been advised of the possibility of such damages.

In addition, to the extent permitted by applicable law, we are not liable, and you agree not to hold us responsible, for any damages or losses resulting directly or indirectly from:

• the Content or other information you provide when using the Platform;

• your use of or your inability to use the Platform;

• delays or disruptions in our services or the Platform;

• viruses or other malicious software obtained by accessing or linking to our Platform;

• bugs, errors or inaccuracies of any kind in our Platform;

• the content, actions or inactions of third parties using our Platform, or providing services to you;

• a suspension or other action taken by us with respect to your use of the Platform;

• your need to modify practices, Content or behaviour or your loss of or inability to do business as a result of changes to these Terms and Conditions; and

• unsatisfactory or delayed performance of a Seller, or any other third party.

Subject to the above, our total liability to you, whether based on an action or claim in contract, negligence or breach of statutory duty or otherwise, arising out of or in relation to these Terms and Conditions shall be limited to the lower of:

• if you are a Buyer, the price of the item bought on our Platform and its original shipping costs; or

• if you are a Seller, the amount not to exceed the total fees that you paid to us in the twelve (12) months prior to the action giving rise to the liability.

Indemnity

If a dispute arises between users of the Platform, in particular between a Buyer and a Seller, you agree to release us (and our affiliated companies and each of their respective officers, directors, employees, agents, representatives and service providers) (Platform Parties) from all claims, demands, damages (actual or consequential) of any kind whatsoever arising out of or in any way connected with such dispute.

You agree to defend, indemnify and hold harmless the Platform Parties from any and all losses, claims and liabilities (including legal costs) which may result from your:

• breach of these Terms and Conditions;

• use of the Platform, or the Software or the services provided on the Platform;

• in the case of a Seller, the provision of the Goods, or use of the Goods by the Buyer or any of its employees, customers or affiliates;

• violation of any applicable laws; or

• infringement of any third-party intellectual property rights, or if the content of your listings is slanderous, defamatory, obscene or violates any other rights of any third party.

Payment and pricing

Pricing of Goods is subject to change from time to time in our / the seller’s absolute discretion. You should check the Platform for current pricing.

We are determined to provide the most accurate pricing information on the Platform to our users; however, errors may still occur, such as cases when the price of an item is not displayed correctly on the Platform. As such, if an item is mispriced, we may, at our own discretion, either contact you for instructions or cancel your order and notify you of such cancellation.

We shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit/debit card charged, or offline payment made. In the event that we are unable to provide the Goods, we will inform you of this as soon as possible. A full refund will be given where you have already paid for the Goods.

Cooperation with Authorities

We have the right to cooperate fully with governmental or regulatory authorities or law enforcement in the investigation of any suspected criminal or civil wrongdoing. As permitted by applicable laws and policies, we may disclose a user's identity and contact information regarding a user's account, transactions or activities carried on the Platform. We will not be liable for damages due to such disclosure, and you agree not to bring any claim against us for the disclosure.

General Terms

• Governing Law - these Terms and Conditions and any non-contractual rights or obligations arising out of or in connection with it (including, but not limited to any payments) shall be governed by and construed in accordance with the laws of the Kingdom of Saudi Arabia.

• Dispute Resolution - If you have an issue with the Platform or our services, please contact us. We will endeavour to resolve your issue as soon as possible. Any disputes or claims arising out of or in connection with these Terms and Conditions, including any non-contractual rights or obligations shall be referred to and finally resolved by the Jeddah courts.

• Communication - you agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

• Assignment - assigning or sub-contracting any of your rights or obligations under these Terms and Conditions to any third party is prohibited unless agreed upon in writing. We reserve the right to transfer, assign or sub-contract the benefit of the whole or part of any rights or obligations under these Terms and Conditions to any third party.

• Entire Agreement - these Terms and Conditions represent the entire agreement between us overriding any prior written or verbal agreements that may have been made.

• Relationship between the Parties - these Terms and Conditions do not create an agency, partnership, joint venture, employment or franchise relationship between you and us.

• Severability - If any clause of these Terms and Conditions is considered to be invalid or unenforceable, such clause will be deleted and the remaining clauses will remain valid and enforceable.

• Waiver - if we do not enforce our rights or act against any breach by you under these Terms and Conditions, it does not mean that we are waiving our rights to enforce actions against you in the future.

• Force Majeure - neither party will be liable for any loss or damage or for any delay or failure in performance due to acts beyond the control of such party whether or not such acts could reasonably be anticipated (including acts of God, legislative, judicial or regulatory acts of any provincial or the federal government, court or regulatory authority, acts of any of our subcontractors or any third party providers of goods or services to us, labour disruptions, blackouts, embargoes or a pandemic, epidemic or disease impacting the Party claiming to have been impacted by the relevant force majeure event).

• Survival - all provisions that either expressly or by their nature survive, will survive suspension or termination of your Account.

• Third Party Rights - a person who is not a party to these Terms and Conditions has no right to enforce any of its terms.

If you have any questions regarding these Terms and Conditions, please contact us at [email protected]