SOFTWARE SERVICE PROVIDER AND MERCHANT AGREEMENT
This Software Service Provider and Merchant Agreement (the "Agreement") is made effective as of [Date], (the "Effective Date"), by and between Tawla Portal L.L.C (hereafter referred to as "Tawla"), and [The Agreeing Merchant] (hereafter referred to as "Merchant").
RECITALS
WHEREAS Tawla provides software and technology services to connect merchants with mobile app users for the purpose of enhancing restaurant and venue operations, including digital menus, digital payments, table booking, queue management, and future POS integration.
WHEREAS Merchant desires to utilize Tawla's software services to streamline their operations and provide enhanced digital experiences to their customers.
WHEREAS Tawla agrees to provide the services to the Merchant under the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual promises, covenants, and agreements contained herein, the parties agree as follows:
- SERVICES PROVIDED BY TAWLA
Tawla shall provide the Merchant with the use of its Merchant Software, which includes digital menus, digital payment solutions, table booking, queue management, and future POS integration. Tawla acts solely as a technology provider and does not manage or take responsibility for the Merchant’s operational, financial, or regulatory obligations. Merchants are solely responsible for ensuring the accuracy of their menu, pricing, availability, and any interactions with customers.
- PAYMENT
Tawla provides its services free of charge for the Merchant. However, Tawla reserves the right to introduce optional paid services in the future. If Tawla decides to introduce paid services, it will notify the Merchant in writing, and the parties will mutually agree on the payment methods. Tawla partners with third-party payment processors to facilitate digital transactions. Tawla does not store or control payment information. In case of payment disputes, refunds, or chargebacks, Tawla will support as a mediator between the Merchant and the payment provider to help facilitate a resolution. Tawla reserves the right to withhold or delay transactions if fraudulent activity is suspected.
- TABLE BOOKING RESPONSIBILITIES
Merchants must ensure that all bookings made through the Tawla system are honored. Paid bookings cannot be cancelled from Tawla. If a Merchant cancels a confirmed free booking, they must directly contact the customer and coordinate with them.
Repeated failure to honor bookings may result in the Merchant’s removal from the platform.
- POS INTEGRATION
Tawla may introduce POS services, either directly or via third-party providers. Merchants using the POS system will be responsible for ensuring all transactions comply with applicable financial and tax regulations. Tawla is not responsible for any technical malfunctions, incorrect pricing, or data loss related to POS transactions.
- OWNERSHIP AND USE OF DATA
The Merchant acknowledges that Tawla may collect and store data related to the Merchant's business, including but not limited to contact details, location, menu, operational hours, and venue branding. The Merchant grants Tawla the right to use the venue name, branding, operational hours, and other venue details for marketing and platform-related operations. Tawla will not disclose customer information in any of its marketing efforts.
The Merchant retains full ownership of its operational data, including sales, customer information, and order history. Tawla may use aggregated, anonymized data to improve platform services but will not share identifiable Merchant data with third parties without consent.
- CONFIDENTIALITY
The parties shall keep confidential any information disclosed to each other under this Agreement, including but not limited to the terms and conditions of this Agreement, the software used by Tawla, and any data collected by Tawla related to the Merchant's business.
- TERMINATION
Either party may terminate this Agreement at any time upon written notice to the other party. Upon termination, Tawla shall discontinue its services to the Merchant.
- INDEMNIFICATION
The Merchant agrees to indemnify and hold Tawla harmless from any and all claims, damages, and expenses, including but not limited to attorneys' fees, arising from or related to the Merchant's use of the Tawla services.
- MERCHANT FOOD HEALTH STANDARDS & LIABILITIES
a) The Merchant agrees to comply with all local governing health regulations for food preparation and ensure that all food and beverage are provided to guests. The Merchant acknowledges that violating these standards may result in immediate termination of this Agreement. Furthermore, Tawla will not be held responsible for any food and beverage-related complaints made by guests, as these complaints should be addressed directly between the guest and the Merchant or by involving the relevant authorities. The same rules apply to venue hygiene.
b) Tawla will not be held responsible for any direct issues or conflicts between guests and Merchants.
- OFFERS & DISCOUNTS
a) Offers & Discounts description.
Tawla provides a platform for merchants to publish and promote their offers and discounts. By publishing an offer on our platform, the Merchant agrees to commit and fulfill the offers as advertised to Tawla customers.
b) Same-Day Offers:
Any offers or discounts scheduled for the current day or previous dates cannot be edited or deleted by the Merchant. The Merchant must honor these offers and provide them to Tawla customers as specified in the published details.
c) Future-Dated Offers:
Merchants have the flexibility to edit or modify offers or discounts scheduled for future dates. However, it is the Merchant's responsibility to ensure that any changes made to future-dated offers comply with applicable laws and regulations.
d) Liability:
The Merchant acknowledges and agrees that they are fully liable for fulfilling the offers published on Tawla. Any disputes, issues, or complaints arising from the failure to fulfill offers will be the sole responsibility of the Merchant, and Tawla shall not be held liable for any losses or damages incurred.
e) Offer Accuracy:
The Merchant is responsible for ensuring the accuracy and validity of the offers or discounts published on Tawla. It is essential to provide complete and accurate information about the offer, including terms, conditions, availability, and any restrictions that may apply.
f) Modifications and Removal of Offers:
Tawla reserves the right to review, modify, or remove any offer or discount published on the platform if it violates our guidelines, terms, or applicable laws. In such cases, Tawla will make reasonable efforts to notify the Merchant about the changes or removal.
g) Compliance with Laws:
Merchants are expected to comply with all relevant laws, regulations, and industry standards regarding offers, discounts, and promotions. This includes compliance with pricing, advertising, and consumer protection laws.
- GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the United Arab Emirates, without giving effect to its conflict of laws provisions.
- ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement.
For any inquiries or support please contact us by email: merchants@gettawla.ae
This agreement is confidential and intended solely for official use between Tawla and its merchants and clients, and may not be used by any other authorities, companies, or individuals for any other purpose without the express written consent and acknowledgment of Tawla.