Terms & Conditions

These ("Terms & Conditions") as set out below shall apply to MAWAD ONLINE’s Subscribers where applicable and shall be read in conjunction with the LOA. In the event of conflict between these T&Cs and the LOA, any other agreement signed between the parties, or any other terms and conditions, these Terms & Conditions shall prevail unless expressly otherwise agreed in writing between the parties.

"Agreement/this Agreement": means the LOA and the T&Cs collectively.

"Business Day": means a day (other than a Saturday or a Sunday) on which banks are open in UAE.

"Commission and Fees": A percentage of the Total Order Value charged to the Subscriber for the orders made on MAWAD ONLINE’s Platforms by the Customers in return for each of the services provided and/or made available by MAWAD ONLINE’s, as defined and outlined in the LOA, including but not limited to MAWAD ONLINE’s commission, and any other fees . Such Commission and Fees shall be agreed upon as set forth and outlined in the LOA.

"Confidential Information": means any information of a confidential or proprietary nature in relation to the Disclosing Party, including without limitation, details of its business methods, the identity of any of its customers or suppliers, its pricing structure or margins, any financial information or its terms of business with subscribers, customers.

"Customer/s": means MAWAD ONLINE’s customer who uses MAWAD ONLINE’s Platform to buy the Subscribers Products listed on MAWAD ONLINE’s Platform.

"Electronic Payment/s": All online payment methods as made available to the Customer on MAWAD ONLINE’s Platforms operated by any Payment Services Provider at MAWAD ONLINE’s sole discretion.

"LOA": means the Letter of Agreement signed by and between the Subscriber and MAWAD ONLINE in which the Subscriber's payable fees, and in which the Subscriber agrees to be bound by these T&Cs.

"Order/s": the purchased Subscriber's Products by a Customer via MAWAD ONLINE’s Platforms.

"Order Number": means the unique identification number given to an Order made via MAWAD ONLINE’s Platforms and communicated to the Subscriber.

"Partial Refund": means whenever a Customer gets a partial refund of an Order's price due to -for instance- wrong grade, or any other factors that resulting in the original Order's items are not complete or not part of it fit for pouring.

"Party" means either MAWAD ONLINE or the Subscriber.

"Parties": means MAWAD ONLINE and the Subscriber collectively.

"Payment Service Provider" "PSP": means the third-party payment service providers hired by MAWAD ONLINE to enable the Electronic Payment on MAWAD ONLINE’s Platforms. 

"Subscriber": means you as a Concrete Provider as described in the LOA.

"Subscriber's Menu": means the list of the Subscriber's Products offered and described to the Customer, and the price of each product as published on MAWAD ONLINE’s Platform.

"Subscriber's Products" : the type of concrete listed and sold by the Subscriber via MAWAD ONLINE’s Platform.

" MAWAD ONLINE ": means (Companies Name as per Trade License) 

" MAWAD ONLINE T&Cs": Means these terms and conditions as set out below.

" MAWAD ONLINE’s Platforms" : means MAWAD ONLINE’s website(…………………..) and/or its Mobile Application, (……………….. App), and/or any online portal used to perform the Agreement.

"Total Order Value": means the Order value including the Delivery Fees and any other charges and/or fees charged to the Customer prior to any discount provided by either Party to the Customer, and prior to any Partial Refund as defined above.

"UAE": The United Arab Emirates.

MAWAD ONLINE, through its Platform, provides one or more of the services as defined herein to its Subscribers and as agreed upon in the LOA subject to the provisions of this Agreement.
The Parties may agree from time to time on additional services to be provided by MAWAD ONLINE to the Subscriber, such additional services agreed upon in the Letter of Agreement or any other agreement shall be governed by these T&Cs, and the fees for such services, if any, shall be payable in accordance with Clause “Pricing and Fees” of these T&Cs, unless otherwise agreed between the Parties in a separate agreement.

Pricing and Fees
Prices of the Subscriber's items in addition to the Delivery Fee (if any) and minimum order amount (if any) charged by the Subscriber to the Customers shall reflect the pricing of such menu items published in the Subscriber's physical store's menu or on any other medium. The Subscriber's Menu prices should be VAT amount inclusive, if applicable. The Subscriber shall maintain competitive prices on MAWAD ONLINE ‘s Platforms at all times.
MAWAD ONLINE shall be entitled to receive the Commission (As defined above) and as collectively set forth and/or outlined in the LOA from the Subscriber for the services provided by MAWAD ONLINE under this Agreement.
Upon subscription with MAWAD ONLINE, the Subscriber authorizes MAWAD ONLINE to (i) accept payment for orders on the Subscriber's behalf, (ii) collect all payments made by the Customers for all Orders made via MAWAD ONLINE’s Platform from the Subscriber (Electronic Payments).
Within five (5) business days following the end of each month, MAWAD ONLINE shall send to the Subscriber a statement (the " Summary Report") summarizing, for the relevant period, all the orders made within the previous month. The Summary Report shall also include the corresponding amount due to the Subscriber, less the applicable Commission and Fees, and/or bank charges, and any applicable fees. The said fees shall in no way be affected by any dispute in relation to any Summary Report, invoice or payment. If the Subscriber disagrees with the Summary Report, the Subscriber shall notify MAWAD ONLINE within fourteen (14) Business Days form the date of sending the Summary Report (the " Review Period") without prejudice to MAWAD ONLINE’s right to collect the payment. If no such notice is provided within the prescribed period, the Summary Report shall be deemed final and accepted by the Subscriber.
MAWAD ONLINE shall remit the net amount due to the Subscriber Fourteen (14) Business Days of the end of the Review Period, by electronic bank transfer or through cheque after deducting all the MAWAD ONLINE’s due Commission and Fees.
Parties shall maintain accurate and comprehensive records supported with documents of all the Summary Reports issued and amounts billable under this Agreement in accordance with the accepted accounting principles applied on a consistent basis. Parties shall maintain such record for such period as may be required by the UAE applicable laws and regulations.
 Each Party is responsible for its own taxes (including any value added taxes " VAT") and levies resulting from its activities under or in connection of this Agreement.
The Parties agree that any amount referred to in these T&Cs, the LOA or any other agreement signed by the Parties, is a reference to that amount expressed on a VAT exclusive basis, unless indicated otherwise.
The Subscriber shall be liable and responsible for the payment of any taxes whatsoever applicable on the services provided by MAWAD ONLINE, whether it is payable on the registration day or may be imposed thereafter by the authorities.

Ordering Process
MAWAD ONLINE shall transmit to the Subscriber the Order received from the Customer via the agreed transmit method within the agreed time period of the receipt thereof through the agreed electronic link connections.

Within specified time of the Subscriber receiving the Order transmitted by MAWAD ONLINE in accordance with clause ‎above, the Subscriber shall either confirm the Order or notify the customer that the Order cannot be fulfilled on time

The Subscriber shall ensure the Order is completed from its side within the Delivery Time of the Subscriber accepting an Order via the Software, the Order is delivered to the Customers as requested premises within the estimated time. In any event, the Subscriber shall give priority to any and all Orders transmitted by MAWAD ONLINE to ensure that these orders are delivered within the prescribed time.

MAWAD ONLINE shall not be liable or be held responsible for any delays caused by the Subscriber.

The Subscriber shall ensure that the order is in correspondence with the order placed by the Customer, and the Subscriber shall be fully complied with any and all applicable laws and regulations related to the concrete in the UAE.

MAWAD ONLINE shall not be responsible for any damages or losses arising out of or from a Customer's act or omission (e.g., if the Customer refuses an order or is not present at the address of delivery).

MAWAD ONLINE shall have the right to determine, at its sole discretion, the territory coverage (the "Coverage"). For clarification purposes, MAWAD ONLINE shall have the right, at its sole discretion, to amend the Coverage from time to time by providing written notice to such effect to the Subscriber.

The Subscriber shall use the best care, skill, and diligence and in accordance with best practice in the Subscriber 's industry, profession or trade to process and prepare of the orders.

The Subscriber shall satisfy any request for a refund or Partial Refund of any Order made by a Customer where the Subscriber 's act or omission is the cause of the refund or reduction request. In the event that such a refund or Partial Refund is granted by the Subscriber, this shall not affect the Commission and Fees due to MAWAD ONLINE, which shall be calculated on the full original amount of the order (i.e., regardless of any refund or Partial Refund).

MAWAD ONLINE shall be entitled to refund the Customer in full, and pay the Customer a reasonable compensation as may be determined by MAWAD ONLINE at its sole discretion ("the Customer Compensation") in the event the Customer cancels an Order due the Subscriber's act, default, negligence or omission resulted in -for instance but without limitation to- a delayed delivery over the threshold, wrong grade of concrete, , quality issues and less quantity. In such event, the Customer Compensation, Commission and Fees and any other fees shall be charged and invoiced to the Subscriber on a monthly basis.

Temporary Suspension of the Service
The services provided by MAWAD ONLINE to the Subscriber on its platform may be suspended on temporary or permanent basis, in the following events:

The percentage (………….) of the cancelled orders, due to Subscriber related reasons.

The average time a Subscriber takes to respond to an order

The manual call and transmission between the MAWAD ONLINE’s call center and the Subscriber.

 The percentage of customer contact (including: calls, chats, emails) linked to an order

The event where a dispute arises between any third party and the Subscriber in relation to the use of the Subscriber's trademark, commercial name, or brand name. In such event MAWAD ONLINE reserves the right to suspend the Subscriber's account (at its sole discretion) for a maximum period of 30 days or the date of a final verdict from the competent court (whichever is sooner). Should the dispute continue over the 30 days suspension period, MAWAD ONLINE reserves the right to immediately terminate the Agreement (if MAWAD ONLINE elects to at its sole discretion) without a further notice.

During the term of the Agreement, and for a period of two (2) years thereafter, each Party (the " Recipient") shall use all reasonable endeavors to procure that its staff keep confidential all Confidential Information received from the other party (the " Disclosing Party"). In doing so, the Recipient shall use at least the same degree of care it uses to keep its own information confidential, but in no event less than a reasonable degree of care.
The Recipient shall not disclose the Disclosing Party's Confidential Information to any third party without the Disclosing Party's prior written consent, and if the consent is granted by the Disclosing Party, the Recipient shall not use such Confidential Information for any other purpose than as contemplated by this Agreement.
The obligations mentioned above shall not apply to any information to the extent the Recipient can demonstrate by appropriate evidence that such information.
Is (at the time of disclosure) or becomes (after the time of disclosure) known to the public or part of the public domain through no breach of this Agreement by the Recipient.
Was known to, or was otherwise in the possession of, the Recipient prior to the time of disclosure by the Disclosing Party or any of its affiliates.
Is disclosed to the Recipient on a non-confidential basis by a third party who is entitled to disclose it without breaching any confidentiality obligation to the Disclosing Party; or is independently developed by or on behalf of the Recipient, as evidenced by its written records, without reference to the Confidential Information disclosed by the Disclosing Party under this Agreement.
Nothing contained in this Agreement shall prevent the Recipient from disclosing any Confidential Information, or doing any act, pursuant to any order of a court of competent jurisdiction, or any requirement of law, order, regulation or ruling applicable to the Recipient, or any requirement or request of any applicable government department or agency, regulatory authority, provided that, so far as it is lawful and practical to do so prior to such disclosure, the Recipient shall promptly notify the Disclosing Party of such requirement or request with a view to providing the opportunity for the Disclosing Party to contest such disclosure or otherwise to agree the timing and content of such disclosure. The Recipient will disclose only that portion of the Confidential Information which is strictly required to be disclosed and endeavor to ensure that the persons to whom it is disclosed continue to observe its confidentiality.
The Recipient acknowledges and agrees that damages alone could not be an adequate remedy in the event of a breach of its obligations under this clause. Accordingly, it is agreed that the Disclosing Party shall be entitled, without proof of special damages, to seek an injunction or other interim remedy for any threatened or actual breach of this clause by the Recipient, without prejudice to any other rights and remedies which the Disclosing Party may have.

The Subscriber shall under no circumstances actively encourage Customers who have placed an order to place future orders directly with the Subscriber.
The Subscriber , and/or its own employees, and/or any other party contract with the Subscriber, shall under no circumstances market, their own ordering services nor other mediums, products, third party's branding or own offerings via MAWAD ONLINE’s services, platform or any other MAWAD ONLINE related function or product, unless agreed upon with MAWAD ONLINE’s paid advertising on the platform. The charges for advertising & the period of advertising (days) will be agreed separately in written between MAWAD ONLINE & the Subscriber.

To facilitate the ordering process, MAWAD ONLINE shall provide the Subscriber prior to the commencement date (as specified in the LOA) with system access (the " Software") which the Subscriber must use in a proper, workmanlike and professional manner for processing all orders passed by Customer. The Software is licensed to the Subscriber free of charge and on a non-exclusive basis for an initial term of twelve (12) months and any renewal term thereafter from the Commencement Date (unless the Agreement is terminated prior to the expiry of such period, in which case the license would expire concurrently with the termination of the Agreement).

The Subscriber shall maintain the Software to ensure that orders can be received and processed. The Subscriber shall promptly inform MAWAD ONLINE of any faults with, or damage to, the Software, and shall allow MAWAD ONLINE access to the Subscriber at any time during normal opening hours to inspect & repair the Software. 

Intellectual Property
The Subscriber, being duly authorized to do so, hereby grants to MAWAD ONLINE a non-exclusive royalty free license for the term of the Agreement to use its logo and/or name for the purposes of this clause and as otherwise reasonably necessary in connection with the Agreement. The Subscriber shall on request supply to MAWAD ONLINE such images or other artwork in order to enable MAWAD ONLINE to accurately reproduce the Subscriber 's logo on advertising materials.
The Subscriber shall be solely responsible for compliance with applicable laws, regulations, rules, standards, ownership, ownership safety, government related approvals. MAWAD ONLINE shall not be held responsible for any non-compliance by the Subscriber with the foregoing, or any issue related to the usage of its logo with any third party.
The Subscriber hereby warrants that it is the sole owner of or controls and will have paid for and cleared for all copyright consents, releases, trademarks, logos, service marks, designs, slogans, title, artwork, music, graphics, computer generated material throughout the relevant territory in the Subscriber 's logo. The Subscriber hereby confirms that the Subscriber 's logo does not infringe the copyright, trademarks or any other rights of any third party throughout the relevant territory.
The Subscriber shall indemnify MAWAD ONLINE in full against all costs, expenses, damages and losses, including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by MAWAD ONLINE as a result of or in connection with any claim brought against MAWAD ONLINE for actual or alleged infringement of a third party's intellectual property rights arising out of, or in connection with, the receipt and/or use of the Subscriber 's logo and/or name, and/or its trademark.
Except as provided in clauses mentioned above (first two paragraphs of this clause) and, nothing in the Agreement shall cause either Party to acquire, or entitle the other Party to use, any intellectual property of the other Party. Ownership in all intellectual property shall at all times remain the property of, and vested in, the Party licensing such intellectual property.

Either Party may terminate the Agreement at any time and without cause by giving the other Party a thirty (30) day prior written notice.

If any sum owing to that Party under any of the provisions of the Agreement is not paid within Fourteen (14) days of the due date for payment, or if the other Party commits any material breach of any of the provisions of the Agreement which is incapable of remedy or, if deemed capable of being remedied, continues unremedied for seven (7) days after receipt of written notice thereof.

In the event of termination of the Agreement for any reason, each Party shall immediately cease to use the other Party's intellectual property (including the Software)

Compliance with Laws
The Subscriber shall be solely responsible for the compliance with all the UAE applicable laws, regulations, rules, and standards related to preparation, selling, marketing and safety of the orders and its components.

Liability & indemnity
The Subscriber shall be responsible and liable for any claims against MAWAD ONLINE from Customers arising (directly or indirectly) from the description, quality or quantity of the orders, or any damages caused as a result of the Subscriber's act, negligence, default or omission, including without limitation, allegations or claims that the orders do not correspond with the descriptions set out on the website (including, without limitation, indications that particular orders 
If MAWAD ONLINE determines that the Subscriber has engaged in any intentional harmful and/or fraudulent act, by way of collusion with a Customer or otherwise, then MAWAD ONLINE shall have the right, but not the obligation, to immediately terminate this Agreement. In addition, the Subscriber shall fully indemnify MAWAD ONLINE from all losses, claims, damages, liabilities, and third-party suits (regardless of nomenclature) directly or indirectly resulting from such fraudulent act.

The Subscriber shall indemnify, defend and hold MAWAD ONLINE harmless and all of its employees and authorized representatives, from and against any and all third party suits, actions, legal or administrative proceedings, claims, demands, damages, liabilities, interest, attorney's fees costs and expenses of whatsoever kind or nature in any matter directly or indirectly occasioned, or contributed in whole or in part, or claimed to be caused, occasioned or contributed to in whole or in part, by reason of any act, omission, fault or negligence whether active or passive of the Subscriber or of anyone acting under the Subscriber's direction or control on its behalf in connection with the performance of this Agreement.

MAWAD ONLINE will make commercially reasonable efforts to provide a continuous uptime of its Services and Platform. However, MAWAD ONLINE shall not be liable in any respect whatsoever for the inadequacy, stoppage, interruption or discontinuous of any of it services or its software, payment system, or platform for whatsoever reason including but not limited to the permanent stoppage of its software or platform where such stoppage is a result of a court or any competent governmental body order, decision, or verdict for whatsoever reason, any technical problem, or closure by MAWAD ONLINE due to extraordinary event. The Subscriber, herein, exempt MAWAD ONLINE from any liability, damage, loss, or the loss of profit or any other losses in relation to one or more of the aforementioned incidents.


Force Majeure
Neither Party shall be liable for any failure nor delay in performing their obligations under the Agreement, where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include but are not limited to: cyber piracy and unusual technical fault, power failure, Internet Service Provider failure, industrial action, civil unrest, strikes, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other similar event.

All notices under the Agreement shall be in writing and be deemed duly given on the same day when delivered, if delivered by hand during normal business hours of the recipient, or on the same day when sent, if transmitted by facsimile, by telex, e-mail and a successful transmission report or return receipt is generated, or on the third Business Day following mailing, if sent by post.

All notices under this Agreement shall be sent to the address or the e-mail address of each Party identified in the LOA (or as otherwise modified, provided that such modification has been notified to the other Party in accordance with this clause).

Miscellaneous Provisions
The Subscriber agrees that it has not and will not in connection with the activities contemplated by this Agreement, make any payment or transfer of value which has the purpose or effect of (a) public or commercial bribery; (b) acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business; or (c) otherwise obtaining an improper advantage for MAWAD ONLINE or its affiliates.

No waiver by MAWAD ONLINE of any breach by the Subscriber of the Agreement shall be considered as a waiver of any subsequent breach. A waiver of any term of the Agreement shall be effective only if given in writing and signed by MAWAD ONLINE.

No failure or delay on the part of any Party in exercising any right under the Agreement shall operate as a waiver of such right.

This Agreement constitutes the entire agreement between the Parties and supersedes, cancels and replaces any and all prior agreements, understanding or arrangements of any nature whatsoever between the Parties, whether written, oral or implied relating to the subject matter hereof and thereof.

If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause (this paragraph) shall not affect the validity and enforceability of the rest of this Agreement.

The Subscriber shall not assign any of its rights and/or obligations under this Agreement to any third party without the prior written consent of MAWAD ONLINE. MAWAD ONLINE reserves the right to assign all or part of its rights and obligations under this Agreement to any third Party at any time and without the consent of the Subscriber or the need to notify the Subscriber.

In the event of a Change of Control, the Subscriber shall remain liable towards MAWAD ONLINE for any and all accrued liabilities (including but not limited to any and all accrued and unpaid amounts due to MAWAD ONLINE) as at the effective date of the Change of Control. For the purposes of this clause , " Change of Control" means (i) a sale of all or substantially all of the Subscriber (i.e. the Subscriber and/or any Subscriber's owned and/or operated by the Subscriber)'s assets, (ii) a merger or consolidation of the Subscriber (i.e. the Subscriber and/or any Subscriber s owned and/or operated by the Subscriber), (iii) a transaction or series of transactions in which a third party acquires the Subscriber (i.e. the Subscriber and/or any Subscriber s owned and/or operated by the Subscriber)'s ownership, or (iv) a transaction or series of transactions in which a third party acquires the beneficial ownership (when applicable) of the Subscriber (i.e. the Subscriber and/or any Subscriber s owned and/or operated by the Subscriber).

In the event a Subscriber sells or otherwise divests any of its plant, MAWAD ONLINE shall have the right to amend the LOA in order to take into consideration such sale or divestiture. For clarification purposes, MAWAD ONLINE shall have the right to reasonably amend the commercial terms of the LOA to accurately reflect the new number of Subscriber s subject to the Agreement.

Nothing contained or implied in this Agreement shall constitute or be deemed to constitute a partnership between the Parties and neither Party shall have any authority to bind or commit the other Party in any way, except as expressly set forth herein.

MAWAD ONLINE reserves the right at any time to amend, add, delete, or consolidate any of the provisions of the existing MAWAD ONLINE T&Cs, LOA, and fees structure at its sole discretion. Such amendment shall be effective after 30 days from the date of sending a written notification to the Subscriber's registered email.
This Agreement shall be governed by and construed in accordance with the UAE laws and regulations. In the event of any dispute, difference, claim, controversy or question among the Parties, directly or indirectly, arising at any time under, out of, in connection with or in relation to this Agreement (or the subject matter of this Agreement) or any term, condition or provision hereof, including without limitation any of the same relating to the existence, validity, interpretation, construction, performance, enforcement and termination of this Agreement (a " Dispute "), the Parties shall first endeavour to amicably settle the same through consultation and negotiation conducted in good faith In the event the Parties are unable to resolve a Dispute in accordance with the foregoing within one (1) month from the date the Dispute has arisen, such Dispute shall be exclusively referred to UAE courts.

Online AD Terms & Conditions
All advertising copy is subject to approval by publisher (MAWAD ONLINE), which reserves the right to reject or cancel any advertisement or part thereof deemed unsuitable for any reason.
MAWAD ONLINE is not bound by any conditions, printed or otherwise, in the advertiser's instructions if they conflict with the rates or specifications of MAWAD ONLINE criteria or any of the terms & conditions contained herein.

MAWAD ONLINE assumes no liability for errors in materials either when we have been asked to modify online ads or when such changes were otherwise considered necessary to meet our production requirements.

MAWAD ONLINE assumes no liability for errors in the advertiser's index.
MAWAD ONLINE is not liable for delays in delivery and/or non-delivery in the event of circumstances beyond control of the Publisher affecting production or delivery in any manner.

All invoices shall be settled by the Subscriber not later than thirty (30) days from the date of the invoice.

All Online AD cancellations must be received 30 days before the start of contractual date, or the whole amount will be deducted from Subscriber and no refunds will be made to the Subscriber.

Orders specifying positions are accepted on a request basis only. Specific positions are not guaranteed.

The advertiser and its representative, each represents that it has the right and authorization to publish any advertisement it has submitted, and that it is fully authorized and licensed to use all content including, but not limited to, the names and/or pictures of persons, living or dead, or of things, trademarks, service marks, copyrighted, proprietary or otherwise private material, testimonials, contained in any advertisement submitted by or on behalf of the advertiser and/or its representative . Each agrees jointly and severally to indemnify and save harmless MAWAD ONLINE against all loss, liability, damage, and expense of whatever nature arising from our copying, printing, or publishing of such advertisement.