Terms and Conditions of Use SalesPlus Application

1.1 Agreement: By clicking "Accept" or using the Platform, you agree to be bound by these Terms, as well as any other policies, guidelines, or amendments that may be presented to you from time to time. If you do not agree to these Terms, you may not use the Platform.

1.2 Amendments: Salesplus reserves the right to modify or amend these Terms at any time. Notice of any changes will be provided through the Platform or via email. Your continued use of the Platform after any such modifications constitutes your acceptance of the updated Terms.

1.3 Conflict: In the event of a conflict between these Terms and any separate commercial agreement executed with the Merchant, the commercial agreement shall prevail to the extent of that conflict.

2.1 "Merchant": The company or organization entering into a commercial agreement with SalesPlus for the use of the Platform.

2.2 "User": Any person authorized by the Merchant to access or use the Platform, including sales agents, delivery agents, managers, and administrators.

2.3 "Platform": Collectively refers to the SalesPlus mobile application, web portal, and all connected systems, modules, and interfaces.

2.4 "Data": All order, transaction, delivery, customer, or operational information input, processed, or generated through the Platform.

2.5 "Commercial Agreement": The signed agreement between salesPlus and Merchant outlining commercial terms, pricing, and service scope.

3.1 Registration & Documentation: Only a legally incorporated Merchant with an executed Commercial Agreement may register for a Merchant Account. The Merchant shall provide all documentation of salesPlus requests, including corporate registration, and shareholder details, IDs of signatories, bank information, and tax registration.

Field Agents, if created under the Merchant's Account (via SalesPlus), are considered Users and remain under the Merchant's sole control and responsibility. SalesPlus may reject or suspend any registration or User profile for incomplete, false, or unverifiable data.

3.2 KYC, Screening & Compliance: SalesPlus may conduct KYC, AML, sanctions, and risk screening on the Merchant, and Users (including Field Agents). Access may be suspended or terminated immediately if any associated party appears on sanctions lists or poses reputational, legal, or financial risk. The Merchant shall ensure its Field Agents comply with all screening requirements and acknowledge that SalesPlus bears no liability for resulting business interruptions or losses.

3.3 Authority, Access & Security: The Merchant must designate authorized administrators empowered to manage Users, including Field Agents, who may place orders, record sales, or manage deliveries. The Merchant is solely responsible for assigning, restricting, and monitoring User permissions. All credentials are personal and non-transferable. The Merchant must immediately deactivate access to any departing Field Agent and notify SalesPlus of unauthorized usage. SalesPlus may suspend credentials if misuse, compromise, or fraudulent behavior is detected.

3.4 Acceptable Use & Restrictions: Merchant and all Users (including Field Agents) shall not misuse or interfere with the Platform, attempt to reverse engineering, breach security controls, or engage in fraudulent, misleading, or anti-competitive conduct. Use of the Platform for personal trade, off-platform deals, or unapproved discounts is strictly prohibited. SalesPlus may immediately suspend or terminate access for violations, with no liability or compensation due.

3.5 Suspension, Termination & Data: SalesPlus may suspend or terminate a Merchant's account or any User access (including Field Agents) for non-payment, breach, fraud, or compliance issues. Where practical, SalesPlus will notify the Merchant to rectify non-material issues. Upon termination, the Merchant may request data export within the specified period, subject to retrieval of fees. SalesPlus has no obligation to store any data beyond legal retention requirements.

4.1 Legal & Operational Compliance: The Merchant shall ensure all operations, including those performed by Field Agents, comply with applicable laws, licenses, and regulations. Merchant must maintain accurate product, price, and inventory data. Field Agents acting on behalf of the Merchant must comply with SalesPlus operational, ethical, and data entry standards. SalesPlus bears no obligation to verify product claims, legality, or regulatory conformity.

4.2 Pricing, Taxes & Product Standards: Merchant sets prices and bears full tax responsibility, including VAT, zakat, and duties. Field Agents must not manipulate prices, offer unauthorized discounts, or transact outside approved policies. The Merchant indemnifies SalesPlus against tax or compliance-related liabilities. All products must comply with relevant standards and labeling requirements.

4.3 Customer Service & Insurance: The Merchant manages all customer communication, after-sales support, returns, and disputes unless expressly delegated to SalesPlus. Field Agents must follow the Merchant's approved service and return policies. Merchant shall maintain commercial, liability, and product insurance at its own cost, providing proof when required.

4.4 Indemnity & Cooperation: Merchant indemnifies SalesPlus and its affiliates against any claims or damages arising from Merchant's actions or its Field Agents' conduct, including misrepresentation, unauthorized offers, or violation of laws. The Merchant must cooperate with SalesPlus during audits, investigations, or compliance reviews.

4.5 Data Rights & Integrations: Merchant owns its operational data but grants SalesPlus a license to process and aggregate it for service performance, analytics, and product improvement. Data collected from Field Agents (sales logs, delivery confirmations, GPS, photos, etc.) are included under this license. The Merchant must ensure its integrations comply with SalesPlus technical and security protocols.

4.6 Credit Usage and Limits: Merchants may define credit limits and payment terms for their customers, and Field Agents act on their behalf. Merchants are responsible for monitoring outstanding credit balances, payment collections, and any credit risk. SalesPlus provides tools to enforce limits but does not guarantee payment of recovery.

4.7 Loyalty & Rewards Programs: Merchants may configure loyalty programs for their customers, including points, tiers, or rewards redeemable via the Platform. Merchants are responsible for program design, compliance with applicable law, and ensuring rewards fulfillment. Field Agents may earn or redeem points only as authorized by the Merchant.

4.8 Promotional Offers, Discounts, Cashbacks, and Bundles: Merchants may define promotions, discounts, cashbacks, and product bundles in the Platform. Merchants bear responsibility for configuring, communicating, and honoring such offers. Field Agents must execute offers according to Merchant instructions. SalesPlus is not liable for errors in promotion execution arising from Merchant configurations.

5.1 Order Process & Responsibility: Orders placed by any User or Field Agent under the Merchant's account are binding on the Merchant. SalesPlus acts solely as a facilitator unless otherwise agreed. Merchant assumes full responsibility for order accuracy, including buyer details entered by Field Agents.

Orders exceeding credit limits, or involving loyalty to redemption or promotional offers, will be governed by Merchant-defined rules. Field Agents must adhere to these rules when placing or modifying orders. SalesPlus facilitates enforcement and records transactions, but errors or exceptions due to Merchant setup are the Merchant's responsibility.

5.2 Modifications, Cut-offs & Cancellations: Orders may be modified or canceled within defined cut-off times on the Platform. SalesPlus may reject late modification requests or charge handling/re-routing fees. Field Agents are not permitted to cancel or modify orders after confirmation unless enabled by the Platform. SalesPlus may cancel orders for fraud or compliance reasons.

5.3 Delivery, Rejection & Returns: If orders are rejected or undeliverable, Merchant bears costs of returns or re-delivery. Field Agents must ensure proof of delivery or buyer acknowledgment is properly captured through the Platform. SalesPlus may charge for storage or disposal where applicable.

5.4 Fraud Controls & Risk Management: SalesPlus may impose fraud filters, manual reviews, or temporary holds. SalesPlus has full discretion to delay or block suspicious orders placed by Field Agents or A merchant remains liable for any resulting losses or chargebacks if fraud originates from its side.

5.5 Records & Audit Trail: SalesPlus maintains electronic records for all order lifecycle events, placement, dispatch, delivery, and POD. Entries made by Field Agents via the SalesPlus app are considered valid and attributable to Merchant. These records constitute conclusive evidence unless proven otherwise.

6.1 Payment Model & Processing: All payment, fee, and commission structures follow the Commercial Agreement. SalesPlus may use approved PSPs. Field Agents may not accept payments directly unless expressly authorized by the Merchant and recorded on the Platform. SalesPlus disclaims any responsibility for off-platform or manual payments.

6.2 Settlements, Withholding & Offsets: SalesPlus settles amounts per the agreed schedule once payments are cleared and verified. It may withhold or offset settlements for disputes, chargebacks, or suspected fraud (including Field Agent for misconduct). SalesPlus bears no liability for resulting delays or cash flow impacts.

6.3 Chargebacks & Refunds: Merchant is responsible for refunds, returns, and chargebacks. SalesPlus may recover related costs or reversals from Merchant settlements. Field Agents have no authority to process or commit refunds outside the Platform.

6.4 Taxes & Invoicing: Merchant handles all tax obligations. SalesPlus may issue e-invoices for service fees, deemed accepted if undisputed within 30 days. SalesPlus invoices cover only its own services, not Merchant for product sales.

6.5 Currency, Late Payments & Security Reserves: All payments occur in the currency specified in the Commercial Agreement. SalesPlus may convert, apply late fees, or maintain reserves for risk of exposure or future liabilities, including fraudulent transactions initiated by Merchant or its Field Agents.

6.6 Credit, Loyalty, and Promotions: Payments, settlements, or account adjustments related to credit usage, loyalty points, rewards, or promotional offers are the responsibility of the Merchant. SalesPlus may provide reporting, tracking, and ledger updates, but does not guarantee reconciliation or coverage of any Merchant program liabilities.

7.1 Role, Engagement, and Liability: SalesPlus facilitates logistics through its Platform and selected 3PLs but is not a carrier or warehouse operator unless explicitly agreed. Field Agents may coordinate delivery via the Platform but cannot independently engage carriers on SalesPlus behalf. 3PLs's own carriage terms apply, and SalesPlus is not liable for third-party delays or losses.

Field Agents must execute deliveries, redemptions, and promotional item distributions per Merchant instructions, including handling orders linked to credit accounts, bundled products, or loyalty rewards. SalesPlus provides tracking, proof of delivery, and workflow support, but fulfillment accuracy remains the Merchant's responsibility.

7.2 Risk Transfer and Proof of Delivery: Risk passes per agreed Incoterms or upon recorded Proof of Delivery (POD) in the Platform. Digital signatures, geolocation, or photo confirmations by Field Agents or drivers serve as valid POD. SalesPlus digital records are final unless a clear error is proven.

7.3 Service Levels, Scheduling, and Exceptions: Pickup and delivery times follow SLA parameters. SalesPlus strives to meet schedules but provides no absolute guarantee. Field Agents must adhere to operational timing and routing protocols. Service interruptions due to Force Majeure or safety concerns do not entitle the Merchant to any claim or penalty.

7.4 Failed Deliveries, Returns, and Storage: If a delivery fails, Merchant must provide new instructions through the Platform within specified timelines. Field Agents are responsible for following return workflows. Merchant bears associated costs. SalesPlus may dispose of unclaimed, restricted, or perishable goods after notice.

7.5 Insurance, Customs, and Claims: Merchant must maintain insurance and compliance for goods handled. Field Agents must not interfere with customs or claim handling processes. Claims for loss or damage must include valid Platform proof. SalesPlus liability is limited to its actual role as technology facilitator.

8.1 Scope and Merchant Responsibility: SalesPlus provides the technology to facilitate return and refund workflows through the Platform but is not the seller or merchant of record unless expressly stated in writing. The Merchant is solely responsible for defining, publishing, communicating, and enforcing its return/refund policies in compliance with applicable laws. Field Agents and Users may assist in logging returns, capturing proof, or facilitating communication through the SalesPlus App, but they act solely on behalf of the Merchant. The Merchant bears full responsibility for any commitments or actions taken by its Field Agents in this regard.

8.2 Platform Facilitation and PSP Flows: Refunds initiated through the Platform or integrated PSPs are processed per PSP policies, cut-off times, and chargeback rules. SalesPlus is not responsible for PSP errors, latency, reversals, or operational constraints triggered by Merchant or Field Agent actions. SalesPlus digital records timestamps, POD, delivery logs serve as conclusive evidence in any refund or dispute case.

8.3 Chargebacks, Reversals, and Indemnities: The Merchant bears all financial responsibility for chargebacks, reversals, and penalties, including those arising from Field Agent actions, customer misrepresentation, or policy violations. SalesPlus may offset such amounts against pending settlements or recover them by direct invoicing. SalesPlus involvement in chargeback resolution is purely supportive and discretionary. The Merchant indemnifies SalesPlus from any cost, loss, or claim arising from refund disputes, policy breaches, or consumer protection violations.

8.4 Refunds and Service Credits: All Platform usage, SaaS, and subscription fees are non-refundable except where expressly stated in the Commercial Agreement. Any service credits approved by SalesPlus (e.g., related to verified SLA deviations) constitute the Merchant's sole and exclusive remedy, capped at the percentage defined in the Commercial Agreement (default 25% of the monthly fee). Field Agents are not authorized to request or negotiate refunds or credits on SalesPlus behalf.

8.5 Compliance and Notification: Merchants must ensure all refund operations comply with applicable laws and must notify SalesPlus of any relevant dispute or claim within 30 days of occurrence, supported by evidence. Late, unsupported, or Field-Agent-only claims are invalid. The Merchant indemnifies SalesPlus against any legal, financial, or consumer claim stemming from its non-compliance or mishandling of return and refund processes.

8.6 Credit, Loyalty, and Promotions Adjustments: Returns, refunds, or cancellations impacting credit balances, loyalty rewards, or promotional offers must be processed according to Merchant-defined rules. Field Agents executing returns or pickups must follow Merchant instructions. SalesPlus facilitates recordkeeping and workflow but is not liable for misapplied adjustments due to Merchant configuration.

9.1 Suspension Grounds: SalesPlus may suspend Merchant or User (including Field Agent) access without prior notice for fraud, AML/CTF or sanction issues, data compromise, non-payment, or any breach that risks legal, operational, or reputational harm. Suspension of one User does not automatically reinstate access for others. Suspension does not release the Merchant from pending fees or liabilities.

9.2 Termination Rights: Either party may terminate as per the Commercial Agreement for material breach uncured within the notice period agreed. SalesPlus may terminate immediately for misconduct, security risk, or regulatory breach. SalesPlus may also terminate or restrict Field Agent and other users' access individually without terminating the overall Merchant Account. Termination for convenience must follow written notice procedures and may trigger non-refundable fee obligations.

9.3 Post-Termination Consequences: Upon termination: (a) All Merchant and User access, including Field Agent logins, are disabled; (b) Outstanding invoices become immediately due; (c) SalesPlus may hold back settlements to cover chargebacks or potential liabilities; (d) All SalesPlus license and data access cease. The Merchant has a 30-day window to export permitted data before SalesPlus deletes or archives it per legal retention standards.

9.4 Transition & Survival: SalesPlus may provide offboarding or data transition assistance for an additional fee and subject to available capacity. Clauses on confidentiality, payments, IP ownership, liability limits, and indemnities continue after termination. SalesPlus will comply with legitimate audit or regulatory requests during and after termination.

9.5 Regulatory Holds and Data Retention: SalesPlus may retain or preserve Merchant or User Data if required by law, regulator, or investigation. Once such a hold is lifted, deletion will resume per SalesPlus internal policy. Notification may be withheld where legally prohibited.

10.1 Ownership and License Grant: All IP rights in the SalesPlus App, management portal, software, APIs, and documentation remain in the exclusive property of SalesPlus. SalesPlus grants the Merchant a non-exclusive, revocable, non-transferable license to use the Platform solely for its internal business use. Field Agents are granted limited user access under the Merchant's license and may only use the App for authorized business purposes.

10.2 Merchant Data and License to SalesPlus: The Merchant retains ownership of its data, including sales, order, and customer information captured through Field Agents. The Merchant grants SalesPlus a perpetual, worldwide, royalty-free license to store, process, analyze, and use such data for providing and improving the Service, complying with regulations, and producing anonymized analytics. SalesPlus may aggregate usage statistics and behavioral data from Field Agents without revealing Merchant identity.

10.3 Developments and Enhancements: All software updates, enhancements, and derivative works developed remain in SalesPlus sole IP. Even where improvements are based on Merchant feedback or Field Agent usage patterns, all rights remain vested in SalesPlus unless expressly transferred under a separate written agreement.

10.4 IP Restrictions and Obligations: Neither Merchant nor its Users or Field Agents may copy, decompile, modify, or distribute any portion of the Platform. Unauthorized reproduction, tampering, or integration with non-approved systems constitutes a material breach. Merchant indemnifies SalesPlus for all damages or third-party claims arising from such infringement.

10.5 IP Infringement and Remedies: If any Platform component becomes the subject of an infringement claim, SalesPlus may at its discretion: (a) obtain a license; (b) replace or modify the software; or (c) terminate the affected service and refund prepaid fees pro-rata. These remedies are exclusive and constitute SalesPlus total liability for IP-related disputes.

11.1 Roles and Compliance: Merchant acts as a data controller for Merchant and Field Agent data; SalesPlus acts as a data processor except for independently collected system or analytics data. Both parties shall comply with the Saudi Personal Data Protection Law (PDPL) and any other applicable privacy laws. SalesPlus processes data strictly for service delivery, monitoring, and compliance purposes.

11.2 Purpose and Lawful Basis: Merchant confirms that all Field Agent consents and disclosures required under law are properly obtained before usage. SalesPlus processes Merchant and Field Agent data to: Enable order, delivery, and payment workflows, Improve Platform functionality and fraud prevention, and comply with regulatory or contractual obligations.

11.3 Security and Sub-processors: SalesPlus employs robust technical and organizational measures, including encryption, MFA, limited access controls, regular audits, and penetration testing. Approved sub-processors may assist with hosting or analytics, subject to equivalent contractual safeguards. SalesPlus remains accountable for their compliance.

11.4 Data Subject Rights, Breaches, and Notification: SalesPlus assists the Merchant in responding to data access, correction, or deletion requests. If a personal data breach involving Merchant or Field Agent data occurs, SalesPlus will notify the Merchant within 72 hours (or as legally required), providing details of the incident and mitigation measures.

11.5 Retention, Audits, and Disclosure: Merchant Data and Field Agent Data are retained only for operational, regulatory, or legal purposes. Upon account termination, data is securely deleted or anonymized unless retention is legally required. SalesPlus may disclose data only under lawful request and provide reasonable compliance evidence upon request.

12.1 Efforts and Objectives: SalesPlus uses commercially reasonable efforts to maintain Platform availability and performance. Service uptime and reliability may depend on User connectivity, device quality, and third-party infrastructure beyond SalesPlus control (e.g., PSPs, 3PLs, telecom networks).

12.2 Availability, Maintenance, and Exclusions: Availability targets are indicative unless specifically defined in an SLA. Planned or emergency maintenance, network outages, or user device issues (including Field Agent devices) are excluded from uptime calculations. SalesPlus may temporarily suspend access for upgrades, maintenance, or risk of mitigation without liability.

12.3 Support and Incident Management: SalesPlus provides technical and operational support per the service tier in the Commercial Agreement. Support includes issue of triage, escalation, and resolution; however, on-site or Field Agent-level support is not included unless specifically agreed. SalesPlus commitment is limited to reasonable effort within defined response times.

12.4 Service Credits and Remedies: If SLA thresholds are not met, the Merchant's exclusive financial remedy is a service credit (up to 25% of the monthly fee). Service credits must be requested within 30 days and do not apply to issues caused by Merchant systems, Field Agent for misuse, or excluded events.

12.5 Monitoring, Reporting, and Change Management: SalesPlus monitors Platform performance, generates analytical reports, and communicates scheduled upgrades or version changes. Merchants are responsible for ensuring their Field Agents update their apps and test any dependent integrations. SLA breaches do not grant termination rights unless explicitly provided in the Commercial Agreement.

13.1 Definitions and Scope: "Direct Losses" are actual proven losses caused by breach, gross negligence, or willful misconduct. "Indirect Losses" (lost profits, business interruption, goodwill, etc.) are excluded. Neither SalesPlus nor the Merchant is liable for Indirect Losses. Field Agents or Users acting on behalf of the Merchant are considered part of the Merchant for liability purposes; SalesPlus bears no liability for any actions or omissions of Field Agents.

13.2 Liability Cap and Exceptions: SalesPlus aggregate liability for Direct Losses is capped at the total fees paid by the Merchant in the 12 months preceding the claim, if no fees were paid. Exceptions include statutory obligations, death, personal injury, or fraud. Liability arising from Field Agent for misuse or negligence is included within the Merchant's responsibility.

13.3 Data and Third-Party Claims: Liability related to personal data breaches or third-party claims arising from Merchant Data, including those recorded or submitted by Field Agents, is capped at the Liability Cap and limited to Direct Losses.

13.4 Exclusive Remedies and Mitigation: Exclusive remedies, including SLA credits, apply. Both parties must use reasonable efforts to mitigate losses. All claims against SalesPlus must be initiated within 12 months of the event, or as required by law; otherwise, the claim is waived.

14.1 Merchant Indemnity: The Merchant shall indemnify and hold harmless SalesPlus and its affiliates for claims, losses, or costs arising from: Merchant Data, Products, or IP; Breach of these Terms; Negligence, fraud, or illegal acts, including those committed by Field Agents; Third-party claims relating to refunds, returns, or liabilities; and Failure to collect, report, or remit taxes, duties, or regulatory fees.

14.2 SalesPlus Indemnity: SalesPlus shall indemnify the Merchant against claims that the unmodified Platform infringes third-party IP, provided by the Merchant: Gives prompt written notice; Allows SalesPlus to control the defense and settlement; and cooperates reasonably. No indemnity applies to Merchant Data, customizations, or unauthorized integrations by Field Agents or third parties.

14.3 Control and Settlement: The indemnifying party controls the defense and settlement. Settlements may not impose obligations on the indemnified party without prior consent, which shall not be unreasonably withheld. Timely notice and reasonable cooperation are required; delay does not void indemnity unless materially prejudicial.

14.4 Security for Indemnity and Exclusive Remedies: SalesPlus may require security (e.g., bank guarantee) for high-risk Merchant transactions. Indemnities for third-party claims, SalesPlus IP, fraud, or willful misconduct remain in the exclusive monetary remedies.

15.1 Governing Law and Language: These Terms, and any dispute arising under them (including non-contractual claims), are governed by the laws of the Kingdom of Saudi Arabia. This Agreement is drafted in English. In case of translation, the English version governs in the event of inconsistency.

15.2 Good Faith Negotiation; Escalation: Parties shall attempt to resolve disputes amicably by negotiation between senior executives within 30 days of written notice. Unresolved disputes shall be submitted to the exclusive jurisdiction of competent courts in Riyadh, unless the parties agree to alternative dispute resolution in writing.

15.3 Interim Injunctive Relief: Each party may seek injunctive or urgent equitable relief in any competent court to preserve the status quo, protect confidential information, or prevent irreparable harm. Seeking such relief does not waive the obligation to litigate other claims in Riyadh courts under Clause 15.3.

15.4 Costs and Attorneys' Fees: The prevailing party in any court dispute may recover reasonable attorneys' fees and costs from the non-prevailing party, in addition to any other relief granted.

16.1 Entire Agreement: These Terms, together with the Commercial Agreement, SLA Appendices, Privacy Policy, and any executed DPA, constitute the entire agreement and supersede prior agreements.

16.2 Assignment: The Merchant may not assign rights or obligations without SalesPlus prior written consent. SalesPlus may assign or novate to affiliates or in connection with mergers, sales, or financing, provided by the assignee assumes SalesPlus obligations.

16.3 Amendments: SalesPlus may amend these Terms. Material changes will be communicated at least 30 calendar days in advance. Continued use constitutes acceptance. Individually negotiated Commercial Agreement amendments require written consent.

16.4 Notices: Notices shall be in writing and delivered to addresses in the Commercial Agreement or as notified. Email notices are effective upon receipt with confirmation.

16.5 Relationship of the Parties: Parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, employer-employee, or franchisor-franchisee relationship. Field Agents are independent users under the Merchant's account.

16.6 Force Majeure: Neither party is liable for delay or failure to perform obligations (except payments) caused by events beyond reasonable control (acts of God, government action, epidemics, strikes, power or telecom failures). The affected party shall promptly notify the other and use reasonable efforts to resume performance.

16.7 Severability and Waiver: Invalid or unenforceable provisions are severed; remaining Terms remain in force. Delay or failure to exercise rights is not a waiver.

16.8 Publicity and Marketing: SalesPlus may use Merchant's name/logo in marketing unless the Merchant objects in writing. Joint press releases require mutual agreement.

16.9 Export Controls and Sanctions: Each party shall comply with applicable sanctions, trade, export control, and anti-corruption laws. Merchant shall not use the Platform to process transactions involving sanctioned persons, jurisdictions, or activities.

16.10 Survival: Clauses intended to survive termination (payment, confidentiality, IP, indemnity, limitation of liability, governing law, dispute resolution) continue after expiration or termination of these Terms.