Seller Agreement and Commercial Schedule

This agreement is concluded between:

First party: the platform operator

BOUTEEK MARKETPLACE FOR E-TRANSACTION COMPLEX - L.L.C, registered with the Abu Dhabi Department of Economic Development under number (CN-6176144), whose registered office is at UAE, Abu Dhabi, Al Danah, Dar Alsalam, Office #21,

referred to in this agreement as Bouteek or the platform

Second party: the seller

The natural or legal person identified in the seller registration record and its electronic acceptance, or in the signature page and the commercial schedule attached to this agreement. Its legal details, the details of its authorised representative, its trade licence, address, tax registration and approved means of contact form an integral part of this agreement,

referred to as the seller

This agreement, the approved commercial schedule and the operational policies and procedures referred to in it form part of the contractual framework between the parties. In the event of a conflict, the commercial schedule prevails for the specific commercial terms expressly agreed in it, this agreement prevails for the general contractual provisions, and the operational policies and procedures apply within their subject matter to the extent they do not conflict with the agreement or the commercial schedule, without prejudice to the mandatory provisions of the law.

No change to fees, commissions or commercial obligations may be applied retroactively to completed transactions unless this is legally permissible and agreed between the parties.

The seller must hold the licences, permits and rights needed for its products and activities, provide correct information and report material changes. Access to the assessment or to setting up a private store is different from approval to sell: public listings and transactions are not activated before the approved verification is passed, and verification is not a government certification or a guarantee of product quality.

The seller must keep all licences, permits and approvals needed to carry on its activity valid, and inform Bouteek without undue delay of any material change in its ownership, authorised representatives, bank details, or legal or tax status.

Bouteek may carry out periodic eligibility reviews and reasonably request additional verification documents, and may temporarily suspend account activation or restrict transactions or payouts where material details need to be verified or there are justified risks, subject to proportionality, notice and the applicable legal procedures.

The seller's role in the sale to the customer is (to be confirmed), Bouteek's role is (to be confirmed), and the invoice is issued by (to be confirmed). This text does not assume the capacity of an agent, a seller of record or a regulated payment activity. The seller is responsible for the accuracy of its products, for confirming and fulfilling accepted orders, and for maintaining stock and the approved packaging, delivery and support standards.

The seller acknowledges and warrants that all products offered through the platform are genuine, lawful, safe and compliant with the applicable specifications, standards and regulatory requirements, and that it holds the rights and licences needed to offer and sell them.

The seller is responsible for claims, defects, misleading information and breaches of its contractual obligations attributable to it, and must cooperate with Bouteek in handling customer complaints, regulatory enquiries and any correction or recall procedures required by law, without prejudice to any liability that falls on Bouteek under the law.

Listings must accurately state the necessary characteristics, prices, taxes, availability, origin and warnings, and must not contain misleading medical, environmental, origin or performance claims. Texts and images supported by artificial intelligence are subject to the seller's review, and the seller grants Bouteek a non-exclusive licence to host and display the content to operate and promote the listings within the agreed purpose.

The seller keeps the intellectual property rights it owns in the content it provides, and grants Bouteek a non-exclusive, royalty-free licence to use, host, copy, format, display, publish and distribute the images, videos, descriptions, logos and approved promotional materials the seller provides, for the purposes of operating, marketing and advertising the platform and promoting the seller's products, including through the website, apps, social media, digital advertising, marketing newsletters and approved promotional channels inside and outside the United Arab Emirates, for the term of the agreement.

The seller confirms that it holds all the rights and consents needed for this use, including the consents of third-party rights holders where required.

When the agreement ends, Bouteek will stop new promotional use of the seller's content within a reasonable operational period, and will deal with previously published materials as far as is practically possible and legally required.

The seller confirms and fulfils orders within (to be confirmed), uses the required packaging and provides correct shipping information, and reports immediately any delay, unsafe goods, recalls or inability to fulfil. No substitutes are made without the customer's consent where required. The seller cooperates in returns procedures and remedies for defective, damaged, wrong or not-as-described goods, and a dispute between the seller and Bouteek does not prevent the mandatory remedy from being provided on time.

The seller must keep appropriate and accurate records of the preparation, packing, shipping and delivery of orders in accordance with Bouteek's approved operational standards. These records may include photographs of the products and packaging, videos, proof of shipping and delivery and other supporting documents where requesting them is justified and proportionate.

The seller must provide the relevant records at Bouteek's reasonable request to verify customer complaints, damage, loss, returns, payment disputes or disputes relating to orders, in compliance with the data protection and record retention requirements.

No fees arise except under the completed commercial schedule. The settlement ledger distinguishes gross amounts, taxes, delivery, commissions, processing fees, discounts, refunds, disputes, and amounts held and amounts eligible for payout. A held balance is not described as an escrow. The basis, cap, review, release and notice of any reserve or hold are set out. This draft does not create an unlimited power of deduction or recovery.

Bouteek may, in accordance with this agreement, the commercial schedule and the approved settlement procedures, deduct amounts due and established against the seller from the payouts due to it, including the agreed commissions and fees, refund amounts, payment disputes and other financial adjustments permitted by contract and by law.

If the available balance is not enough to cover those amounts, the seller remains responsible for paying the amounts due and established, and Bouteek may claim payment under the approved reconciliation and collection procedures, providing a reasonable statement of the amounts and the reasons they are due and a means to dispute them.

Any deductions, collection measures or holds on payouts must be proportionate, documented and subject to the agreed limits and conditions and the legislation in force, and this clause does not create an unlimited power of deduction or withholding.

The start, renewal, cancellation, proration and suspension of a subscription and the handling of failed payments follow the commercial schedule, with recurring fees disclosed before acceptance. Credits are service entitlements and not stored money or transferable value unless approved otherwise. There is no guarantee of a readiness score, traffic, acceptance, sales or investment.

Customer data is used only for authorised fulfilment, support, compliance and dispute handling, and is not added to independent marketing lists without a lawful basis. The controller and processor roles must be confirmed, together with any separate processing or sharing arrangement. Each party protects the other party's non-public information and uses it only for the agreed purpose.

The seller must not use customer data, transaction records, correspondence or confidential business information obtained through Bouteek, directly or indirectly, to get around the platform or to divert transactions that began on or were facilitated through it to outside channels in order to avoid commissions, fees or the approved transaction procedures.

The seller must also not use Bouteek's customer data to contact customers by direct message, phone call, email, social media or any other channel in order to complete transactions connected with the platform outside it so as to avoid contractual obligations.

The seller may not disclose Bouteek's confidential business information, or transfer or exploit customers' personal data, except within the limits permitted by this agreement or the law.

Bouteek may take proportionate measures for a breach of this clause in accordance with the agreement, and reserves the right to claim compensation for proven damage or to take any other measures permitted by law.

Bouteek may take proportionate action in cases of fraud, safety risks, legal requirements or a material breach, with notice and an opportunity to remedy where appropriate. Termination deals with orders, returns, disputes, balances, subscriptions, record retention, removal of content and payout of eligible funds according to the approved schedule.

Bouteek may restrict, suspend or terminate the seller's rights to use the platform if the seller repeatedly breaches the approved service standards, material complaints about the quality of its products or the fulfilment of orders are substantiated, it offers prohibited or non-compliant products, it commits fraudulent or misleading acts, it gets around the platform's policies, or it materially breaches its contractual obligations.

Bouteek may remove the affected listings, restrict transactions or temporarily suspend selling rights where this is reasonably necessary to protect buyers, the platform or its legitimate business interests.

Measures are proportionate to the nature and seriousness of the breach, with notice and an opportunity to remedy where appropriate, without prejudice to Bouteek's right to take urgent measures where there are risks relating to safety, fraud or legal requirements.

Bouteek may propose changes to subscription fees, commissions, service fees, delivery arrangements, service levels or other commercial terms, provided that the seller is notified of material changes before they take effect, according to the notice period set out in the commercial schedule.

The notice must include a clear statement of the change, its effective date and any action required from the seller. Where express consent is required under the agreement or the law, the change does not apply to the seller until the approved acceptance procedure has been completed.

Commercial changes do not apply retroactively to completed transactions, except to the extent permitted by law and agreed between the parties.

The seller may end the contractual relationship under the approved termination and notice procedures if it does not wish to continue on the new terms, with existing obligations settled in accordance with the agreement and the commercial schedule.

Each party is responsible for performing the obligations it owes under this agreement, and for any breach of them or of the applicable laws and regulations arising from its acts, omissions or breach of its obligations, within the limits of its legal and contractual liability.

In particular, the seller is responsible for the correctness and accuracy of product descriptions and the information it provides about them, their lawfulness, holding the licences and permits needed to offer and sell them, their conformity with the stated specifications, and fulfilling orders and handling complaints about them, without prejudice to any legal liability that falls on Bouteek or any other party according to its actual role and its obligations under the law.

To the extent permitted by law, each party must compensate the other party for the direct damage and reasonable costs it incurs as a result of the first party's breach of its obligations under this agreement or a legal violation attributable to it, where the causal link between the breach or violation and the damage is established under the applicable law.

Depending on the nature of the claim and the liability established, this includes reasonable legal defence costs and the costs connected with third-party claims arising from the breach or violation, to the extent that compensation is legally permissible.

No obligation to compensate applies to damage or claims arising from the act, negligence or breach of the party benefiting from the compensation, to the extent determined by law.

A party that receives a third-party claim that may give rise to a liability to compensate under this clause must notify the other party within a reasonable time of becoming aware of it, providing the available information and documents needed to deal with it, to the extent permitted by law.

The parties cooperate in good faith in examining and defending the claim and limiting its effects. The party responsible for compensation may take part in or take over the conduct of the defence under arrangements agreed by the parties, provided that no action is taken and no settlement is concluded that would impose an obligation or an admission of liability on the other party without its prior written consent, where that consent is needed to protect its legitimate interests.

A delay in notice releases the party concerned from its obligations only to the extent that the delay is shown to have caused it actual harm in handling or defending the claim under the applicable law.

The parties may agree in writing on a financial cap on liability for specific types of claims, provided that the cap, the basis for calculating it and the exceptions to it are expressly set out in this agreement or in an approved annex.

No cap on or exclusion of liability applies to cases in which liability cannot legally be limited or excluded, or to the mandatory rights of consumers or third parties where applicable.

The effects of fraud, deceit, gross negligence or wilful breach, and any other exceptions to the limits of liability, are determined under the applicable law and as expressly provided in the agreement, without assuming that any liability whose exclusion is prohibited by law may be excluded.

This agreement is governed by and interpreted under the laws of the United Arab Emirates, and (to be confirmed) have jurisdiction to decide disputes arising from it.

The parties will seek to settle amicably any dispute arising from this agreement or relating to its interpretation, performance or termination, through good-faith negotiation within a reasonable time from the date one party notifies the other of the subject of the dispute.

If an amicable settlement cannot be reached, the dispute is referred to the competent courts in the United Arab Emirates, subject to the rules of jurisdiction established by law.

Notices and correspondence relating to this agreement must be in writing and sent to the postal or email addresses or approved means of contact of each party set out in its contractual details or in the commercial schedule.

Each party must notify the other of any change in its contact details within a reasonable time of the change. Electronic notices take effect according to the means used and its conditions, consistent with the legal requirements relating to sending, receipt and proof.

The expiry or termination of this agreement does not affect rights and obligations that arose before the date it ended, including amounts due, outstanding orders, claims, indemnities and obligations relating to confidentiality, data protection and intellectual property, to the extent needed to perform them and without breaching the law.

To be completed before acceptance: the seller's details, licence, representative, address and tax registration; the plan, price, currency, tax, billing start date and frequency, renewal and cancellation; commission, processing fees, delivery, discounts and refunds; the payment provider, payout eligibility conditions, reserve and settlement; AI features, usage units, their expiry and top-ups; and operating and verification standards. A blank field does not permit any fee or benefit.