2. Yalah’s obligations:

i. Yalah will (i) list Merchant's menu and the price list on the Platform and (ii) transfer to the Merchant, the amounts received from the Customers in accordance with agreed Terms set out herein;

ii. Yalah will display on the Platform, on best effort basis, all necessary information provided by the Merchant. However, Yalah is not under any obligation to display any information until the Merchant provides all required information and such information is in compliance with Yalah’s policies and guidelines;

iii. Yalah will transmit the Orders placed by the Customer with the Merchants as per below

a. Merchants having Yalah hand held devices with pre-loaded Merchant Application or receiving Orders through a third party point of sale system or Yalah API or a Yalah provided web dashboard, Order transmission on a real time basis.

b. Merchant device having the Merchant Application.

c. communicate its response within two (02) minutes on (i) acceptance/rejection of the Customer Order and/or (ii) Order delivery timelines.

iv. Yalah will redress the Customers and the Merchant’s complaints in respect of the functioning of the Platform and/or the Yalah hand held devices (as the case may be);

v. For the avoidance of doubt it is hereby expressly clarified that Yalah is only responsible for providing a Platform to the Merchant to list, offer and sell the Restaurant Services to the Customers and that Yalah will not be responsible or liable for the (i) quality of the Restaurant Services listed and advertised on the Platform; and/or (ii) processing of the Orders which have been placed by the Customers with the Merchant on the Platform;

vi. Furthermore, Yalah shall not be responsible or liable for the delivery of Orders or any issues associated therewith unless, Yalah has contractually undertaken the obligation to provide logistics support to the Merchant. In the event Yalah has contractually undertaken the obligation to provide logistics support to the Merchant, Yalah shall only be responsible totally the number of items ordered against the Order received;

vii. Yalah may suspend the Merchant’s account if the Merchant is found non-compliant with the applicable laws, rules, regulation, licenses, standards and guidelines, applicable to operate Restaurant Services

viii. While providing Delivery Services:

a. In the event Merchant opts for Delivery Services Merchant acknowledges and agrees that the same may be undertaken by Yalah through a third party logistics service provider. Please note that Yalah uses its best endeavors to fulfill the Delivery Services opted by the Merchant. Yalah has no control, in any manner whatsoever, with respect to the ratings or reviews received by the Merchant for the Delivery Services availed through Yalah, as such ratings are dependent on multiple factors including but not limited to each Customer’s experience with the Merchant and the Restaurant Services.

b. Merchant shall not be hold Yalah liable for any claims raised by the Customer where the delay in handing over the Order to the delivery personnel is not attributable to Yalah.

c. Yalah may at its sole discretion charge Delivery Charge from Customer for delivery of the Order.

ix. Merchant acknowledges and agrees that Yalah is a mere facilitator in relation to the Delivery Services whereby Yalah facilitates logistics services by connecting delivery personnel with Merchant for delivery of Order(s) from the Restaurant(s) to the Customer and hence cannot be held liable for any illegal/unlawful activity of the delivery personnel.

x. Yalah shall provide the Merchant with a web dashboard, in the event, the Merchant has a designated device to access such web dashboard, high-speed internet connection and speakers.

3. Merchant’s Obligations

i. Merchant will not discriminate while providing Restaurant Services to Customers and in servicing Orders received from Customer ordering via the Platform. Merchant will not provide any preferential treatment to customers ordering independently from the Merchant or via other service providers (i.e customers ordering without using the Platform);

ii. Merchant shall ensure that all mandatory information pertaining to taxes, levies and charges applicable on the Order(s) are clearly visible to the Customers on their invoice as per the applicable laws.

iii. Merchant will ensure that the Information provided to Yalah is current, including but not limited to Merchant name, address, contact telephone number, email id, manager/contact person details, delivery times, opening hours, menus, price lists, service addresses, and other relevant information. This information shall be captured in the Merchant Information Form forming part of the Form; Yalah at no time shall be held responsible for any incorrect Information provided by the Merchant in the Merchant Information Form. ;

iv. Merchant shall process and execute the Order(s) promptly;

v. Merchant shall be obligated to turn off “Accepting Delivery” feature on its online ordering mechanism whenever the Merchant is unable to provide Restaurant Services to the Customer.

vi. Merchant shall not reject any order transmitted by Yalah. In the event the Merchant rejects any order, Yalah reserves the right to levy or recover a charge of an amount up to the Order Value of the order that is rejected.

vii. Merchant shall inform Yalah about any change or modification made to the Order by the Customer, directly with the Merchant;

viii. Merchant shall ensure that when a Customer pays online for an Order and the Merchant is undertaking logistics, the Merchant or its representative collects a signed receipt from the Customer upon delivery of the Order. In the event of a dispute in respect of whether the Merchant is entitled to a payment by Yalah in accordance with these Terms, Yalah will not be required to make any such payment unless the Merchant provides Yalah with a copy of the signed receipt;

ix. Merchant shall retain proof of delivery for a period of 180 days from the date of delivery of delivery;

x. In the event Merchant undertakes delivery of any Order, it shall ensure only trained personnel undertakes such delivery and the safety of the food and beverage is not compromised at any time until the Order is received by the Customer. The Merchant agrees to indemnify Yalah for any claims that may arise on account of delivery of Order undertaken by the Merchant.

xi. The Merchant warrants that the food and beverages provided to Customers under the Restaurant Services are:

a. of high quality and fit for human consumption; and

b. comply with all applicable rules, legislations, licenses, including all applicable food industry regulations.

xi. Merchant shall solely be responsible for the fulfilment of Customer Orders or the delivery of such Orders to Customers where the Merchant provides its own logistics;

xii. Where the Merchant avails any Optional Services, the Merchant will additionally be liable to abide with the terms and conditions of such Optional Services or any other terms and conditions pertaining to the Optional Services, communicated by Yalah from time to time;

xiii. Contact a Customer if an Order cannot be processed as requested or to clarify the details of an Order, if required, post confirmation of the Order;

xiv. Merchant shall only accept Orders for food, non-alcoholic beverages and accompaniment (if made available) through the Platform and reject any other items;

xv. To promptly redress the Customer complaints which have been referred by Yalah to the Merchant in respect of the (i) quality, quantity and/or taste of the food and beverage; (ii) delivery of the Orders (where such delivery has been undertaken by the Merchant and the delivery issues are attributable directly to the Merchant); and (iii) failure on part of the Merchant to comply with the special requests / instructions of the Customers where such requests and/or instructions have been clearly communicated by the Customer at the time of the placement of Order;

xvi. The Merchant shall remove any/all menu items unavailable with the Merchant;

xvii. The Merchant acknowledges and agrees that it will be exclusively responsible for delivering the Restaurant Services to the Customers (where the delivery obligation is not undertaken by Yalah) for Orders placed by the Customers with the Merchant on the Platform. Unless required by the Merchant, it is clarified that Yalah will not provide any Delivery Services for, and on behalf of the Merchants, in respect of the delivery of the Orders to the Customers.

xviii. For the avoidance of doubt it is hereby expressly clarified that Yalah is not responsible or liable to the Customer for the (i) quality of the Restaurant Services advertised on the Platform; and/or (ii) processing and (iii) delivery of the Orders (unless Yalah has contractually agreed to undertake delivery) that have been placed by the Customers with the Merchant through the Platform. The Merchant acknowledges and agrees that it will be solely responsible and liable to the Customer for the (i) quality of the Restaurant Services listed and advertised on the Platform; and/or (ii) processing of the Order and (iii) delivery of the Orders (unless Yalah or has contractually agreed to undertake delivery) that have been placed by the Customers with it on the Platform;

xix. In the event Merchant opts for Delivery Services, Merchant acknowledges and agrees that the same may be undertaken by Yalah through a third party logistics service provider;

xx. The Merchant shall ensure that the Order(s) are (a) in accordance with Order placed by the Customer and (b) appropriately packed and adequately fastened to avoid any spillage during the transportation;

xxi. Merchant shall (a) undertake and maintain adequate police verification and background checks for its delivery personnel and maintain records of the same; (b) ensure that the delivery personnel are not intoxicated; (c) ensure that delivery personnel don’t misbehave with the Customer; (d) make timely payment of all applicable statutory dues and (e) maintain adequate insurances; and (f) provide proper training to its delivery personnel to ensure delivery personnel deliver the Order efficiently without any spillage or delay.

xxii. Merchant shall ensure, while making deliveries, it does not commingle the Order along with other orders it receives directly from customers or from any third parties, not using the Platform, Merchant shall pack the Order either in Yalah provided packing material or other packaging material. However, under no circumstances shall the Merchant pack and/ or deliver and / or send for delivery the Order, in third party branding in the packaging material used for the Order.;

xxiii. Merchant shall be required to pay refund charges as per the Refund Policy towards all orders delayed and thereafter rejected by the Customer on account of delays attributable to the Merchant;

xxiv. Merchant shall, where Yalah undertakes delivery of Order, indicate the time required to prepare the Order and hand it over to the delivery personnel. Merchant acknowledges and agrees that the delivery personnel shall only be responsible to tally the number of items ordered against the Order received.

xxv. Merchant shall be obligated to reimburse to Yalah any amounts associated with Orders, for which delivery was delayed on account of delays in handing over the Order to the Yalah’s authorized delivery personnel;

xxvi. Where Merchant avails Delivery Services from Yalah, Merchant shall ensure that it hands over all Orders to the Yalah’s authorized delivery personnel in a spill proof packaging;

xxvii. Furthermore, where Yalah undertakes delivery, Merchant shall indicate to Yalah and/ or its delivery personnel an indicative preparation time. Where the Merchant fails to handover the Order to the delivery personnel within the indicated preparation time, Merchant shall be responsible for any and all issues and costs associated with delayed delivery including costs associated with reimbursing the Customer;

xxviii. Merchant acknowledges and agrees that it shall not make any independent call to the Customer and ask the Customer to make payments of amounts greater than what was agreed by the Customer at the time of placing the Order through the Platform;

xxix. Merchant shall not engage in any fraudulent activity or misuse any benefits extended by Yalah to the Customers and shall be liable to Yalah in the event Yalah becomes aware of any fraudulent activity undertaken by the Merchant;

xxx. While availing Delivery Services from Yalah, Merchant shall ensure that the Order is ready at the time the delivery personnel arrives to collect the Order.

xxxi. Merchants with Yalah hand held devicess and Yalah Device (With Embedded Merchant Application):

a. Merchant shall ensure it has a functional Yalah hand held devices / Yalah Device at all times in Order to receive and confirm Customer Orders and provide estimates of delivery times or reject the Order through the Merchant Application;

b. Merchant may decline Orders through the Yalah hand held devices / Yalah Device provided however, Merchant shall not use alternate means (phone/ emails) to connect with the Customer in parallel to take Orders and thereby circumventing the order process.

c. Execute the Order promptly and indicate the estimated time of delivery to process the Order delivery including updating the Order status (e.g. out for delivery etc.) through the Merchant application.

xxxii. Merchant with Merchant device (without Embedded Merchant Application):

a. ensure it has a functional device at all times in Order to (a) receive reject Orders, (b) provide estimates of delivery time, (c) communicate with Service Operator through phone call and/or SMS.

b. Merchant may decline Customer Orders placed through the Service Operator however, Merchant shall shall not use alternate means (phone/ emails) to connect with the Customer in parallel to take Orders and thereby circumventing the process.

xxxiii. The Merchant shall not charge any delivery fee from Customers on Orders where Yalah provides Delivery Service for and on behalf of the Merchant.

xxxiv. Where the Merchant undertakes Delivery Services through Yalah, Merchant shall be required to pay Order Fulfilment Fee, as set-out in the Form.

xxxv. The Merchant hereby agrees and acknowledges that the undertakings, covenants, assurances, warranties provided by the Merchant under the Form and/or the Terms shall inure to benefit of both Yalah. Any right available to Yalah under law shall be without prejudice to the rights and remedies of Yalah and vice versa.

xxxvi. Pickup: Where a Merchant has agreed to provide an option to the Customers to collect Order themselves from the Merchant’s Restaurant on which such Order is placed ("Pickup"), the Merchant agrees to the following terms and conditions:

a. Merchant shall ensure the Order is ready as per the Pickup Time mentioned on the Form.

b. In the event, the Merchant fails to handover the Order to the Customer by the Pickup Time, Merchant shall be liable to the Customer for such delay.

c. The period of participation for Pickup shall be for one (1) year ("Pickup Term"). The Pickup Term shall be automatically renewed at the sole discretion of Yalah for the same period as the previous Pickup Term. In the event, the Merchant does not wish to automatically renew the Pickup Term for an additional period, the Merchant shall provide Yalah a written notice of 7 (seven) days prior to the expiry of the Pickup Term.

d. In the event the Customers raises any claims on Yalah on account of any delay beyond the Pickup Time or any complaint with respect to the Order due to any fault attributable to the Merchant, Yalah shall be entitled to refund to the Customer an amount up to the Order Value or any other such amount at its sole discretion ("Claimed Amount") and Yalah shall be entitled to deduct such Claimed Amount from any amount payable to the Merchant by Yalah under the Form and the Terms.

e. The Parties hereby agree that the Commission payable by the Merchant to Yalah towards each Order for Pickup shall be in accordance to the option selected in the Form or as agreed by the Merchant.

f. Merchant agrees that the amount of Commission towards Pickup, Exit Fee and/or Claimed Amount due to Yalah shall be settled in accordance to the payment settlement process set out in the Terms.

g. All amounts payable herein shall be exclusive of Payment Mechanism Fees and applicable taxes, which shall be payable by the Merchant.

xxxviii. Promotions & cashbacks: Where a Merchant has agreed to extend Promotions or cashbacks (as defined below) to Customers on Order placed at the Restaurant via the Yalah Platform, the Merchant agrees to the following terms and conditions:

a. The Merchant hereby agrees that at its sole discretion it shall determine and make available Promotions or cashbacks to Customers.

b. For the purpose of these Terms, “Promotions or cashbacks” shall mean the discount offers determined and made available for Customers on Orders placed with the Restaurant via the Yalah Platform.

c. The Merchant hereby agrees that the cost of discount under the Promotions or cashbacks shall be completely funded by the Merchant.

d. To enable the Merchant to make available the Promotions or cashbacks to Customers, Yalah shall provide access to a website or mobile application interface on the Merchant platform.

e. The Merchant at its sole discretion shall determine the discount percentage, period and validity of the Promotions or cashbacks.

f. The Merchant acknowledges and agrees that the Promotions or cashbacks once determined and made available via the Yalah Platform cannot be modified during the validity of such Promotions or cashbacks.

g. The Promotions or cashbacks during its validity period, may be suspended or revoked any time at its sole discretion.

h. The Merchant can have a maximum of five (5) Promotions or cashbacks running at any time.

i. Promotions or cashbacks shall only be valid on online ordering.

j. Unless specified otherwise, the Promotions or cashbacks cannot be combined with any other offers extended by Merchant or Yalah or any other third party.

k. The Merchant hereby agrees to indemnify and hold Yalah harmless (and its directors, officers, agents, representatives and employees) from and against any and all claims, suits, liabilities, judgments, losses and damages arising out of or in connection with (a) any claim or suit or demand on account of Merchant failing to honor any Promotions or cashbacks; and/or (b) breach of any applicable law.

l. The Merchant is solely liable for compliance with all applicable laws as a result of extending the Promotions or cashbacks including but not limited to compliance of applicable laws and payment of applicable taxes.

m. The arrangement between the parties shall commence from the date of acceptance of these Terms by the Merchant and shall be valid and binding unless terminated in accordance with these Terms.

n. The merchant hereby agrees that the amount of cashback must be higher than the percentage of promotional discount. Further, such cashback may be held in Yalah wallet & shall be utilised for placing the next order on Yalah app by the user. Such order can be placed to any registered merchant on Yalah. Merchant hereby agrees & waives away any right on the cashback or promotions provided to the user on our app. Further, in case of order cancellation by the user, merchant does not have any right to claim monetary refund for cashback or promotional discount provided to the user while placing the order. 

o. The Merchant cannot opt out of any Promotions or cashbacks without any prior notice to Yalah. You must provide a minimum notice period of three business days to Yalah prior to such opt out.

p. Yalah may terminate the arrangement at any time with a (1) day prior written notice of termination to the Merchant.

4. License

Merchant grants to Yalah an unrestricted, non-exclusive, royalty-free license in respect of all content and information provided to Yalah by the Merchant (including the Merchant’s name, establishment name, logo menu items and price list for the menu item) for the purposes of inclusion on the Platform and as may be otherwise required under the Form. This includes, but is not limited to, a) use of the Merchant’s name in the context of Google adwords to support advertising and promotional campaigns to promote online ordering on internet which may be undertaken by Yalah b) preparation of derivative works of, or incorporate into other works, all or any portion of the marketing materials which will be made by Yalah for the purposes of its business. Any material the Merchant transmits or submits to Yalah either through the Platform or otherwise ("Material") shall be considered and may be treated by Yalah as non-confidential, subject to Yalah’s obligations under relevant data protection legislation. The Merchant also grants to Yalah a royalty-free, perpetual, irrevocable, non-exclusive licence to use, copy, modify, adapt, translate, publish and distribute world-wide any Material for the purposes of providing services under these Terms or to or for the purposes of advertising and promotion of the Platform. The Merchant agrees that all information provided to Yalah that is published, may be relied upon and viewed by Customers to enable them to make decisions and constitute a legally binding contract.

5. Merchant Menu and Price List

.i. Yalah will display on the Platform the menu and price list for all of its Merchants. The Merchant agrees that Yalah reserves the right to modify and delete certain items from the Merchants’ menu list as its sole discretion, listed on the Platform, to ensure compliance with applicable law, legislation, regulations or standards. Yalah shall endeavour to update price lists within 48 hours of being notified of changes (in writing) by a Merchant. Where the Merchant has a unilateral right to access Merchant admin panel or dashboard (subject to Yalah’s consent in this regard) to edit and update the Information which is displayed on the Platform by Yalah, the Merchant should ensure that it (i) keeps such information true, accurate and updated at all times; and (ii) complies with Yalah’s internal terms and conditions of use in this regard.

ii. The Merchant shall provide Yalah with a separate list of all Pre-Packed Goods, which form part of the Merchant’s menu list, to be listed on the Platform, in the format acceptable to Yalah.

iii. The Merchant must not display or offer to Customers different menu prices for Orders placed through phone versus Orders placed through the Yalah Platform or with the Merchant through a third party platform.

iv. The Merchant acknowledges and agrees that while Yalah will use its best endeavours to ensure that the Platform is not misused by the Customers for the placement of erroneous Orders/fraudulent Orders, it is the ultimate responsibility of the Merchant to determine whether an Order is erroneous or not. In the event of an erroneous Order, the Merchant undertakes to report such an erroneous Order to Yalah through the Yalah hand held devices or call Yalah’s action and investigation. In this regard, Yalah provides a built-in feature(s) in the Merchant Application and web dashboard access that will allow the Merchant to report erroneous Orders.

v. Yalah may perform a variety of marketing activities to promote the Merchant and the Merchant's menu; provided, however, that all such marketing activities will be determined in Yalah’s sole and absolute discretion and the Platform may be modified or updated, without notice and from time to time, to reflect any such changes.

6. Use of Yalah Handheld Device

i. In the event Yalah provides the Merchant with the Yalah hand held devices, it  shall be used by the Merchant solely for the purpose of (i) confirming, cancelling and accessing the Order; (ii) reviewing the particulars underlying the Orders; (iii) updating the Order status; (iv) communicating with Yalah; (v) reporting erroneous Orders; and/or (vi) any other use that may be prescribed in writing by Yalah in this regard.

ii. The Merchant undertakes to use the Yalah hand held devices in compliance with the instructions for use that may be issued by Yalah in this regard. In particular, the Merchant shall not remove the preloaded SIM Card from the Yalah hand held devices and/or make/receive calls, text messages etc. using the SIM Card under any circumstances whatsoever. It is clarified that the SIM Card has been issued to Yalah (in Yalah’s name) by a third party telecom service provider and that Yalah has in turn transferred to the Merchant a limited right to use this SIM Card, for the duration specified in the Form, exclusively for the purposes of confirming or declining the placement of Orders.

iii. The Merchant acknowledges and agrees that any unauthorized use or misuse of the SIM Card by the Merchant (i) shall be considered as a material breach of these Terms; and/or (ii) will render the Merchant liable for action under the relevant Applicable Law.

iv. On the delivery of the Yalah hand held devices by Yalah to the Merchant, the Merchant will be required to acknowledge the receipt of the Yalah hand held devices in writing by executing an Asset Handover Form in the format annexed to the Form.

v. The Merchant acknowledges and agrees that these Terms envisage the grant of a limited, non-exclusive, non-transferable, royalty free license from Yalah to the Merchant for the use of the Yalah hand held devices together with the Merchant Application embedded in the Yalah hand held devices (only during the subsistence of these Terms). The Merchant undertakes to and shall use the Merchant Application and the Yalah hand held devices only for the purposes prescribed under these Terms and that the Merchant should not violate the intellectual property rights of Yalah over and in respect of the Yalah hand held devices and the Merchant Application at any point in time.

vi. In the event the Merchant or its employees damages or loses the Yalah hand held devices or any of its accessories during the subsistence of these Terms, Yalah shall replace the same at additional cost to the Merchant, which will be AED 500 in case of damage to the Yalah Device; and any damage to the accessories provided by Yalah to the Merchant, the Merchant will be charged at actuals for the same

vii. The Merchant undertakes to return the Yalah hand held devices along with the accessories (in a full working condition) to Yalah immediately upon the termination of these Terms or when requested by Yalah. The Yalah hand held devices will be collected by Yalah from the Merchant through its authorized representatives specifically designated by Yalah to collect the same from the Merchant. The Merchant acknowledges and agrees that any failure on part of the Merchant in returning the Yalah hand held devices (whenever requisitioned by Yalah or on the termination of these Terms) will render the Merchant liable to pay Yalah towards such failure or appropriate action under applicable laws..

viii. The Merchant acknowledges and agrees that Yalah is not the manufacturer of the Yalah hand held devices provided hereunder. Therefore, Yalah cannot provide any warranties or guarantees viz-a-viz the quality, merchantability, durability of the Yalah hand held devices. The Merchant acknowledges using the Yalah hand held devices keeping the aforementioned information in mind.

7. Payments Mechanisms

i. The Merchant acknowledges and agrees that the Platform will provide the following payment mechanisms to the Customers for the payment of the Order Value:

a. Cash on delivery;

b. Electronic Payment Mechanism; and

c. Redemption of vouchers and/or discount coupons (if any) approved by Yalah.

ii. The Merchant acknowledges and agrees that Yalah will provide the Merchant with a monthly invoice within a period of 7 (seven) days from the last date of the expiry of the preceding month for the (as applicable) Commission, Convenience Fee, Order Fulfilment Fee, Commission towards Pickup, Delivery Charges, Perks Premium and other amounts, charges that is payable by the Merchant to Yalah in respect of Orders.

iii. Invoices will be sent to the Merchant by email.

iv. The Merchant acknowledges and agrees that all amounts that are payable to Yalah under these Terms shall be exclusive of the applicable taxes and that all applicable taxes will be charged separately.

v. The Merchant shall be liable to pay all applicable tax payments, fees, and any other liabilities arising in connection with Customer Orders and the Merchant’s use of the Platform and Services. The Merchant shall be solely responsible for verifying and filing the appropriate tax returns, and remitting the proper amount to the appropriate taxing authorities wherever applicable. It is clarified that Yalah will not be liable for payment of any taxes that the Merchant is required to pay under the applicable laws.

vi. With the implementation of proposed Value Added Tax, the Merchant shall be responsible to pay Yalah the taxes as may be levied on the Services for which Yalah will issue invoices as applicable under the law.

vii. From time to time, Yalah may change the Commission Percentage/ Service Fee for Services, including without limitation any recurring or one-time fees, under Form or include any additional charges; provided, however, that Yalah communicates such change(s) via email or any other modes of communication seven (7) days prior to the date that such change(s) are to take effect.

8. Obligations of Parties in Case of Online Payment Orders

i. The Merchant must meet all of the following requirements when it receives an online payment Order:

a. Ensure that it does not receive any additional payment from a Customer (including but not limited to payment by cash) when payment has been made online by a Customer;

b. Follow all special instructions contained on the Order receipt or as communicated by Service Operator; and

c. Obtain a signature from the Customer acknowledging receipt of the Order when the Merchants undertake delivery of the Orders independently or through third parties, other than Yalah.

ii. If the Merchant has not complied with the delivery instructions (as set forth in this Order receipt) or has supplied bad quality Goods to the Customer, whereby Yalah has (pursuant to the Customer’s complaint) been constrained to refund the Order Value to the Customer ("Problem Order"), the Merchant acknowledges and agrees that the Merchant will not be paid for such Problem Order and that if the Merchant has already received the Order Value from Yalah in respect of such Problem Order (subject to the appropriate reductions under Clause 10), Yalah will have a right in accordance with these Terms to deduct or offset such amount from or against any monies that are owed by Yalah to the Merchant (in respect of future Orders) under these Terms.

iii. Merchant shall disclose all relevant details pertaining to Problem Order(s) with Yalah, if required by Yalah.

iv. Yalah will communicate promptly with its bank if it becomes aware of any fraud having been committed by a Customer

9. Refund Policy

Merchant shall be under an obligation to pay refund charges as intimated by Yalah, upon happening of any events which shall include but not be limited to (i) instances where the Merchant has not complied with the delivery instructions (set forth in the Order receipt, or (ii) has provided poor quality Restaurant Services to the Customer, or (iii) any food and beverage item are missing from the Order, or (iv) Order delayed and/or rejected by the Customer on account of delays attributable to the Merchant (“Refund Instances”).

10. Commission Structure

i. In consideration for the Services offered by Yalah to the Merchant, the Merchant undertakes to pay to Yalah commission at the rates set out in the Form. This commission amount maybe determined by way of a percentage of the amount of each Order (irrespective of the payments mechanism underlying the Order) ("Commission Percentage").

ii. The Merchant acknowledges and agrees that the applicable Commission Percentage that shall be payable by the Merchant to Yalah will be a percentage rate of the Net Sales and more specifically set out in the Form. For some Merchants, the Commission Percentage for the first 3 (three) Months from the Execution Date will be a fixed percentage (“Fixed Commission Period”). Further, upon the expiry of the Fixed Commission Period, the Commission Percentage for each Month may vary and it will be automatically determined by Yalah’s internal system of delivery ratings on the first day of each Month.

iii. Where applicable, the Merchant acknowledges and agrees that the updated Commission Percentage applicable for every succeeding month after the expiry of the Fixed Commission Period, shall be directly dependent upon the accumulated average of the delivery ratings that will be received by the Merchant from its Customers during the previous 90 (ninety) days prior to the start of each calendar month. For the purpose of clarity, while calculating the Commission Percentage based on aforementioned delivery rating, Yalah shall take into consideration the delivery rating received by the Merchant during the Fixed Commission Period as well. For the remaining Merchants, the Commission Percentage for each Month shall be fixed as per the terms of the Form.

iv. Where applicable, the Parties acknowledge and agree that the accumulated average delivery rating is entirely under the control of the Customers and that it is calculated using the ratings which are given by the Customer in respect of each Order which is placed by such Customer with a particular merchant on the Platform.

v. The Merchant acknowledges and agrees that Yalah reserves the right to review and modify the foregoing delivery rating system and the Commission Percentage slabs periodically and that Yalah’s decision in this regard shall be final and binding on the Merchant.

11. Yalah Receivable Service Fee and Payment Settlement Process

i. For the purposes of this Clause, the term "Yalah Receivable Commission" means and includes the commission payable by the Merchant to Yalah on all Orders which are settled by the Customers through the cash on delivery mechanism.

ii. The Merchant acknowledges and agrees that any Order Value which is collected by Yalah for, and on behalf of, the Merchant in accordance with these Terms, shall be passed on by Yalah to the Merchant subject to the deduction of the following(as applicable) amounts by Yalah from such Order Payment ("Settlement Process"):

a. Yalah Receivable Commission (commission through cash on delivery mechanism);

b. Commission chargeable by Yalah on all Orders which are settled by the Customers through the Electronic Payment Mechanism and redemption of vouchers and/or discount coupons (if any) approved by Yalah.

c. Commission towards Pickup;

d. the amount underlying the Problem Orders;

e. amount of Delivery Charges;

f. amount of Order Fulfilment Fee;

g. Registration Fee

h. Annual Renewal Fee

i. amount of Convenience Fee due from the Merchant (if applicable);and

j. any amount that is payable and due by Merchant to Yalah hereunder or under any other agreement between Merchant and Yalah and/or its affiliates.

iii. The Parties acknowledge and agree that the Settlement Process and Net Order Value due to the Merchant shall be remitted by Yalah or by Yalah’s bank (as the case maybe) within a period of 7 bank working days from the payment of the Order Value by the Customer.

iv. Notwithstanding anything to the contrary contained herein, the Merchant hereby agrees and acknowledges that where the Merchant has agreed to pay the Registration Fee and Annual Renewal Fee to Yalah via per week deductions, Yalah shall be recovering the aforementioned fee weekly until the full amount is recovered by Yalah, post which the Order Value less any other amounts due to Yalah will be transferred to the Merchant.

12. Confidentiality

i. Other than for provision of Service(s) by Yalah, Yalah does not share any information of the Merchant with third parties unless requisitioned by government authorities.

ii. Other than for the purpose of availing Service(s) from Yalah, the Merchant must not disclose any confidential information about Yalah, including but not limited to its business strategies, pricing, revenues, expenses, and Order information to third parties.

13. Warranty and Indemnity

i. Merchant warrants that if the Merchant ceases to do business, closes operations for a material term or is otherwise unable to offer services to Customers it will inform Yalah promptly. Where the Merchant neglects do so, whether by omission or fault, Yalah will not be held responsible for misplaced Orders or any other liabilities, whether financial or otherwise.

ii. Merchant warrants that it will not offer for sale any potentially hazardous food, alcoholic beverage, tobacco product, or any other item prohibited by law;

iii. Yalah warrants that it will undertake its obligations with reasonable skill and care.

iv. Yalah does not guarantee or warrant that the Platform, Application, Yalah hand held devices, Yalah Device, software, hardware or services will be free from defects or malfunctions. If errors occur, it will use its best endeavours to resolve these as quickly as possible.

v. Merchant will ensure that all food provided to Customers complies with the relevant food safety standards and regulations required under applicable laws.

vi. Merchant warrants that it complies and will remain compliant with the applicable rules, regulations, standards and laws.

vii. The Merchant agrees indemnifies and holds Yalah harmless (and its directors, officers, agents, representatives and employees) from and against any and all claims, suits, liabilities, judgments, losses and damages arising out of or in connection with any claim or suit or demand:

a. by a Customer (or any party on whose behalf a Customer has been acting) for reasons not attributable to the Service;

b. in respect of, arising out of, or in connection with, Restaurant Services (or any other goods or services actually or purportedly offered in respect of or connected to the Restaurant Services); and delivery of such Restaurant Services when undertaken by the Merchant;

c. in respect of the quality of the Restaurant Services served/sold or the services provided by the Merchant.

d. In respect of warranties provided by the Merchant in Clause 13.

e. Relating to harm caused by the Merchant by supplying any unsafe Restaurant Services, any product failure, defect or hazard in any Restaurant Services supplied or sold by the Merchant or on account of inadequate instructions or warning provided to Customer pertaining to any hazards arising from or associated with the use of any Restaurant Services supplied or sold by the Merchant.

f. brought by Yalah, and/or third party on account of misuse, abuse, cheating, fraud, misrepresentation carried out by the Merchant.

g. For any misleading or incorrect or false, information or data provided by the Merchant.

h. misuse and/ or unauthorized or fraudulent use of SIM card provided along with Yalah Yalah hand held devices/ Yalah Device.

i. damage or loss to the Yalah hand held devices / Yalah Device.

14. Customer Data

The Merchant agrees that Customer Data will only use the Customer Data in fulfilling the applicable Customer Order and in complying with the Merchant’s obligations in this Form, and the Merchant agrees that Customer Data will not be used to enhance any file or list of the Merchant or any third party. The Merchant represents, warrants, and covenants that it will not resell, broker or otherwise disclose any Customer Data to any third party, in whole or in part, for any purpose whatsoever. The Merchant agrees that it will not copy or otherwise reproduce any Customer Data other than for the purpose of fulfilling the applicable Customer Order. The Merchant (and any other persons to whom the Merchant provides any Customer Data) will implement and comply with reasonable security measures in protecting, handling, and securing the Customer Data. If any Customer Data is collected by the Merchant (or otherwise on its behalf), the Merchant shall ensure that it (and any applicable third parties) adopt, post, and process the Customer Data in conformity with an appropriate and customary privacy policy. For purposes of this Form, the restrictions set forth herein on the Merchant's use of Customer Data do not apply to: (a) data from any customer who was a customer of Merchant prior to the Merchant using the Platform or the Yalah Services, but only with respect to data that was so previously provided to the Merchant by such Customer; or (b) data supplied by a customer directly to the Merchant who becomes a customer of the Merchant and who explicitly opts in to receive communications from the Merchant for the purposes for which such Customer Data will be used by Merchant; and, provided in all cases, that the Merchant handles and uses such Customer Data in compliance with applicable Laws and the Merchant's posted privacy policy.

15. Term and Termination

i. The arrangement between parties shall start on the Execution Date and unless terminated earlier under this clause shall continue indefinitely.

ii. Either party may terminate the arrangement, with or without cause, at any time upon seven days prior written notice to the other party.

iii. Yalah may terminate or suspend the Services of the Merchant the arrangement with immediate effect if:

a. The Merchant fails to conduct its business in accordance with these Terms and /or the information given to Yalah, such as Merchant proprietary rights, opening hours, delivery areas, delivery conditions, nature of food served or prices;

b. The user experience for the Merchant is not found satisfactory as per the Yalah standards;

c. For a continuous period of 14 days, the Merchant fails to deliver Order(s) which are not fraudulent or unintentional;

d. Upon the happening of any of the insolvency events such as bankruptcy, appointment of receiver, administrator, liquidator, winding up, dissolution

e. Yalah identifies any fraudulent or suspicious activity on the Merchant’s account;

f. The Merchant fails to comply with applicable law and/or these Terms.

iv. Parties may terminate their arrangement with immediate effect by notice in writing to the other party if the other party commits a material breach, which, in the case of a material breach capable of remedy, is not remedied within 14 days after written notice is given to the breaching party, specifying the default. Termination of the arrangement: (i) in accordance with its Terms, shall not affect the accrued rights or liabilities of the parties at the date of termination; and (ii) shall have no effect on: (a) the validity of Services already issued to Customers; or (b) Merchant’s obligations to provide Services availed in accordance with this Agreement.

v. Yalah, at its sole discretion, reserves the right to suspend the Services immediately without any notice to the Merchant on account of any alleged or threatened or actual (a) suspicious activity; and /or (b) breach of any intellectual property right of Yalah or any third party by Merchant.

16. Notice requirements

Factors that prevent you from fulfilling your obligations towards Yalah or Customers should promptly be reported to Yalah by contacting the account manager appointed by Yalah.

17. Disclaimers

To the fullest extent permitted by law, neither Yalah nor Yalah and their respective affiliates, and each of their respective officers, directors, members, employees, and agents disclaim all warranties, express or implied, in connection with this Form, the Platform, Services and any use thereof, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Yalah does not make warranties or representations about the accuracy or completeness of the Platform's or the Services, content or the content of any other websites linked to the website, and assumes no liability or responsibility for any (a) errors, mistakes, or inaccuracies of content and materials, (b) personal injury or property damage, of any nature whatsoever, resulting from the Merchant's access to and use of the Platform and the Services, (c) any unauthorized access to or use of Yalah's servers and/or any and all personal information and/or financial information stored therein, (d) any interruption or cessation of transmission to or from the website or otherwise with respect to the Services, (e) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the website or the Services by any third party, and/or (f) any errors or omissions in any content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available via the website or the Services.

18. Limitation of Liability

For the purposes of this clause, "Liability" means liability in or for breach of contract, negligence, misrepresentation, tortious claim, restitution or any other cause of action whatsoever relating to or arising under or in connection with this Form, including liability expressly provided for under this Form or arising by reason of the invalidity or unenforceability of any term of this Form. Yalah will exclude or limit Liability for any Liability that cannot be excluded by law. Subject to the preceding sentence, Yalah shall not be under any Liability for loss of actual or anticipated profits, loss of goodwill, loss of business, loss of revenue or of the use of money, loss of contracts, loss of anticipated savings, loss of data and/or undertaking the restoration of data, fraudulent Orders, any special, indirect or consequential loss, and such liability is excluded whether it is foreseeable, known, foreseen or otherwise. For the avoidance of any doubt, this clause shall apply whether such damage or loss is direct, indirect, consequential or otherwise. Although Yalah will use its best endeavours to ensure that the unintentional operational errors do not occur, Yalah cannot provide any warranty or guarantee in this regard. Notwithstanding anything to the contrary herein set out, Yalah’s aggregate liability under this Form shall not exceed the total value of the Order under which claim arose.

19. Miscellaneous

i. Governing Law and Dispute Resolution: This agreement shall be governed by and construed in accordance with Laws of UAE. Disputes arising in connection with these Terms and the Form shall be subject to the exclusive jurisdiction of the courts of UAE. Any dispute arising out of the formation, performance, interpretation, nullification, termination or invalidation of this agreement or arising therefrom or related thereto in any manner whatsoever, shall be settled by arbitration in accordance with the provisions set forth under the DIAC Arbitration Rules (“the Rules”), by one or more arbitrators appointed in compliance with the Rules.

ii. Waiver: The failure of either party to assert any of its rights under the Form, including, but not limited to, the right to terminate the Form in the event of breach or default by the other party, will not be deemed to constitute a waiver by that party of its right thereafter to enforce each and every provision of the Form in accordance with these Terms.

iii. Invalidity or unenforceability of any provision of or right arising pursuant to these Terms shall not adversely affect the validity or enforceability of the remaining obligations or provisions.

iv. No third party rights: No term of this Form shall be enforceable by a third party.

v. No assignment: The Merchant must not assign, transfer, charge or otherwise encumber, create any trust over or deal in any manner with this Form or any right, benefit or interest under it, nor transfer, novate or sub-contract any of Merchant’s obligations under it. Yalah may assign, novate or assign or otherwise transfer its right and obligations under the Form and these Terms to its affiliates, subsidiaries and/or any third party and the Merchant hereby grants its unconditional and irrevocable consent to any such assignment, novation or transfer.

vi. Independent contractors: The Form does not create any agency, employment, partnership, joint venture, or other joint relationship. Yalah and the Merchant are independent contractors and neither has any authority to bind the other.

vii. Change of control: The Merchant acknowledges that the business and assets of Yalah may be sold in the future and consents to the transfer or disclosure of its personal Information and this Form to any purchaser of the business of Yalah or its assets if that outcome occurs.

viii. Acceptance to Yalah’s Privacy Policy: by signing the Form, the Merchant acknowledges and agrees to be bound by Yalah’s privacy policy. Merchant will immediately notify Yalah if it becomes aware of or suspects any unauthorized use or access to the user data or any other Confidential Information of Yalah, and shall co-operate with Yalah in investigation of such breach and the mitigation of any damage.

20. Modification

Yalah may modify these Terms from time to time, and any such changes will (i) be reflected on the Website, and (ii) be effective immediately upon the changes being reflected on the Yalah Platform. The Merchant agrees to be bound to any such changes or modifications and understands and accepts the importance of regularly reviewing these Terms as updated on the Platform.

Further, in the event Yalah upgrades, modifies or replaces the Services ("Service Modifications") offered to the Merchant, Yalah will notify the Merchant prior to making the same and give the Merchant the opportunity to review and comment on the Service Modifications before continuing to use the Service or any alternative service offered by Yalah. The Service Modifications will also be reflected on the Yalah Platform. If the Merchant continues to use the Service or any alternate service offered by Yalah, following any notice of the Service Modifications, it shall constitute the Merchant’s acceptance of such Service Modifications.