YallaGo! — Merchant Terms & Conditions

1. Definitions

“App” means the YallaGo! Merchant application and dashboards. “Orders” are customer purchase requests via YallaGo!. “Courier” means a delivery partner (your own or ours, where enabled). “Service Fees” are commissions and charges stated in the Merchant Sign‑Up or Rate Card. “Payouts” are settlement amounts payable to Merchant after fees, taxes, adjustments, reserves, and any set‑off.

2. Scope & Relationship

YallaGo! operates a marketplace connecting customers, couriers, and Merchants. The parties are independent contractors; no employment, agency, franchise, or partnership is created. Unless expressly stated, the relationship is non‑exclusive.

3. Account, KYB & Access Control

Provide accurate corporate/KYB information, maintain required licenses/permits, and keep credentials secure. You control your staff’s access/roles and remain responsible for their actions.

4. Merchant Obligations

(a) Compliance & Quality: comply with applicable laws (consumer protection, food/health standards, advertising, e‑transactions) and sector permits.

(b) Menu & Pricing: keep items/prices/taxes/availability accurate; honor accepted Orders; issue lawful receipts where required.

(c) Packaging & Handover: safe packaging; tamper‑evident seals for food where feasible; on‑time handover.

(d) Prohibited Items: do not list illegal, hazardous, or restricted goods under applicable law or YallaGo! rules.

(e) Customer Care: handle issues professionally; cooperate on refunds/returns per §7.

(f) Good Faith & No‑Loopholes: do not exploit bugs, API/feature behavior, or operational gaps (see §12). Promptly notify us of any discovered loophole and stop using it.

5. Order Flow, Acceptance & Cancellations

Use the App to accept/decline Orders, set prep/pack times, and manage availability. Cancellations should be exceptional (e.g., stockout). Repeated late prep or unjustified cancellations may trigger controls under §13.

6. Fees, Taxes & Invoices

(a) Service Fees: as per the signed Rate Card or in‑App schedule, which we may update on notice.

(b) Taxes: you are responsible for taxes/VAT on item prices and must issue compliant invoices where required. We may add taxes to fees where applicable.

(c) Adjustments: we may adjust for refunds, promotions funded by you, or agreed marketing contributions.

7. Refunds, Chargebacks & Customer Remedies

YallaGo! may, acting reasonably, issue customer remedies for missing/incorrect/poor‑quality items or service failures. Refunds/chargebacks related to Merchant faults may be charged back or set off from Payouts. Keep evidence (order tickets, CCTV where available, handover slips) for 3–7 years and provide it on request.

8. Payments & Payouts

(a) Settlement: net of Service Fees, adjustments, refunds/chargebacks, reserves, and set‑offs; according to the cycle shown in your dashboard or Rate Card.

(b) Investigation Holds & Reserves: we may apply investigation holds or rolling reserves based on risk indicators (chargeback/refund velocity, device/routing anomalies, unresolved KYB variances). Funds are released when risk abates or investigations close.

(c) Negative Balances: any negative balance is immediately due; we may collect via set‑off against future Payouts.

9. Delivery & Logistics

Depending on configuration: (i) your couriers; (ii) YallaGo! couriers; or (iii) hybrid. Follow handover protocols. Do not solicit YallaGo! couriers to leave the platform. Safety rules and ratings apply.

10. Marketing, Placement & Brand Use

YallaGo! may feature, rank, or run campaigns at its discretion (with transparent funding rules). You grant YallaGo! a non‑exclusive, royalty‑free license to use your trademarks, menus, images, and content to operate and promote the Service. Do not misuse YallaGo! marks.

11. Data, Privacy & Security

Each party is an independent controller for its own processing. Refer to the Merchant Privacy Policy. You will safeguard credentials/devices, comply with reasonable security requirements, and notify YallaGo! without undue delay of security incidents affecting the Service.

12. Anti‑Fraud, Good Faith & No‑Loopholes (core)

(a) Prohibited Conduct. Including but not limited to: fake/duplicated or self‑funded Orders; order‑status manipulation; price/incentive gaming; collusion with couriers; mislabeling/underdelivering items; identity/document falsification; sanctions evasion; money‑laundering; spam/harassment via in‑app channels.

(b) Cooperation & Audit. On reasonable notice, provide order logs, staff rosters, prep records, refunds, inventory/stock proofs, settlement evidence, and relevant CCTV/hand‑over proofs. Remote audit checks (data pulls, mystery orders, geo‑reasonableness) may be performed to verify integrity.

(c) Controls & Remedies. We may (acting reasonably) limit features/cap order volumes, place investigation holds/rolling reserves, withhold/delay/claw back Payouts, and suspend or terminate accounts.

(d) Set‑Off & Clawback. We may set off any amounts due (refunds, penalties, scheme assessments, investigation outcomes) from current/future Payouts.

(e) Good‑faith reminder (Arabic for in‑app use): ⁧يلتزم التاجر وطاقمه بحسن النية والامتناع عن استغلال أي ثغرة أو خلل فني لتحقيق مكاسب غير مشروعة أو الإضرار بالمنصّة أو المستخدمين.⁩

13. Platform Integrity & Changes

We may modify features, apply trust/safety controls, or perform maintenance. We aim to avoid material adverse impact and will notify where feasible.

14. Term, Renewal & Termination

Initial term 12 months, auto‑renewal for successive 12‑month terms unless either party gives 30 days’ written notice before expiry. After the initial term, either party may terminate for convenience on 30 days’ notice. We may suspend or terminate immediately for cause (fraud, illegality, data‑integrity manipulation, repeated high‑risk behavior, refusal to cooperate with an investigation).

15. Effects of Termination

Delisting from the app; survival of accrued rights; settlement of outstanding amounts (including reserves/holds and lawful set‑offs); return/deletion of confidential materials as applicable.

16. Confidentiality

Non‑public information shared remains confidential; use only for this agreement; protect with reasonable measures; disclose only as required by law (with notice where lawful).

17. Warranties

Each party warrants due organization and authority. Merchant warrants legal compliance, truthful menus/pricing, quality/food safety, and non‑infringement of third‑party rights in uploaded content.

18. Indemnity

Merchant shall indemnify and hold harmless YallaGo! and its officers/employees/partners from losses, penalties, fines, and claims arising from Merchant’s breach, fraud/illegality, bad‑faith conduct, product defects, or regulatory non‑compliance (including card‑scheme assessments and payment‑partner claims).

19. Liability Cap

To the extent permitted by law, YallaGo!’s aggregate liability is capped at the Service Fees paid by Merchant to YallaGo! in the three (3) months preceding the claim. Exclusions: death/personal injury caused by negligence, willful misconduct, non‑payment, and Merchant’s indemnity obligations. No indirect, consequential, or punitive damages.

20. Compliance

Follow anti‑corruption, anti‑money laundering, and sanctions/export‑control laws. We may screen Merchant entities and authorized representatives. No facilitation payments.

21. Governing Law & Dispute Resolution

Governing law: Local laws.

22. Force Majeure

Neither party is liable for delays/failures due to events beyond reasonable control (e.g., network outages, conflict, natural disasters), except payment obligations already due.

23. Assignment

You may not assign without our consent (not unreasonably withheld). We may assign to affiliates or in connection with a reorganization/transaction.

24. Notices

By email to the addresses provided in onboarding and/or via dashboard. Keep contact details current.

25. Language; Entire Agreement; Precedence; Survival

This Agreement is issued in English and Arabic. In case of conflict, Arabic prevails. These Terms, the Rate Card, and referenced policies (Privacy, Fees, Prohibited Items, Marketing Rules) constitute the entire agreement and supersede prior terms. If inconsistent, Merchant‑specific Special Terms (if any) prevail, then these Terms, then policies. Clauses on payments, confidentiality, IP, indemnity, liability, compliance, dispute resolution, and survival remain in force after termination.