Merchant Terms – Qitea Platform

Introduction

These Terms govern the contractual relationship between the Qitea Platform and any merchant wishing to display or offer products through the Platform. By accepting these Terms, completing registration or verification, applying an electronic signature, or continuing to use the Merchant Dashboard, the merchant agrees to be bound by these Terms and by all laws and regulations applicable in the Kingdom of Saudi Arabia.

Regulatory Framework

These Terms shall be subject to the laws and regulations applicable in the Kingdom of Saudi Arabia, including the E-Commerce Law, the Personal Data Protection Law and its Implementing Regulations issued by the Saudi Data and Artificial Intelligence Authority (SDAIA), the Electronic Transactions Law insofar as it relates to electronic records, acceptance, and electronic signatures, the relevant tax and regulatory obligations, and, where applicable, the regulations governing the provision of cloud computing services issued by the Communications, Space and Technology Commission (CST).

Definitions

For the purposes of these Terms, the following words and expressions shall have the meanings assigned to them below, unless the context requires otherwise:

Platform: The Qitea electronic platform and any related website, application, Merchant Dashboard, or supporting services.
Company: Lambda Co. Ltd., the owner or operator of the Platform.
Merchant: Any establishment, store, warehouse, or product supplier accepted on the Platform to display products or fulfill orders.
Merchant Representative: The person lawfully authorized to create the account, accept the Terms, or manage the relationship with the Platform on behalf of the merchant.
Dashboard: The electronic interface designated for the merchant to manage its account, products, orders, fees, reports, and settlements.
Customer: A user who requests products or services through the Platform, whether an individual or a workshop.
Product: Any spare part, accessory, or related product displayed on the Platform.
Order: Any purchase order, transaction, return, replacement, or objection made through the Platform.
Fee Schedule: Any table, page, notice, or policy setting out fees, commissions, settlement timelines, or subscription packages.
OTP: A one-time password sent to the mobile number for registration, signature, login, or transaction verification purposes.
Electronic Signature: Any electronic acceptance, OTP verification, or other suitable electronic verification method adopted by the Platform to evidence the merchant’s acceptance of these Terms or any related contracts or annexes.

Onboarding and Verification Requirements

4.1 In order to be approved, the merchant must provide the information and documents requested by the Platform, which may include:
- Establishment name or trade name.
- Commercial registration, where applicable.
- Tax number, where applicable.
- National address or establishment address.
- IBAN.
- Merchant representative details, such as name, mobile number, email address, and position or capacity.
- Any other supporting documents or information the Platform deems necessary for verification, compliance, or operation.
4.2 The merchant represents that all information and documents provided are true, current, complete, and capable of verification.
4.3 The Platform may carry out any verification procedures it deems appropriate, including verification of the mobile number, the authorized representative’s details, documents, representative capacity, or any other lawful means.
4.4 The merchant shall promptly update its data upon any material change affecting its relationship with the Platform, its eligibility, the accuracy of its information, or its legal obligations.

Registration and Review Statuses

The merchant’s relationship with the Platform shall pass through the following statuses:

Preliminary Registration
Under Review
Accepted
Rejected

The merchant shall not be deemed approved or activated unless and until its status becomes Accepted.

Grounds for Rejection, Suspension, Deactivation, or Termination

The Platform may reject a merchant’s application, suspend its account, deactivate it, or terminate it in any of the following cases:

a. Submission of false or incomplete registration data, including commercial registration, tax, national address, IBAN, or other relevant information.
b. The merchant’s location falls outside the Platform’s coverage area or city.
c. Failure to pass verification, or suspicion of forgery, impersonation, or conflict regarding the representative’s identity or authority.
d. Breach of the Platform Terms or related policies, including the listing of unlawful or misleading products, unrealistic pricing, or manipulative practices.
e. Repeated material complaints relating to delay, lack of availability, non-conformity, refusal to process returns, or poor service.
f. Misuse of customer data or unauthorized communication with customers outside the Platform.
g. Security or technical violations, including hacking attempts, unlawful use of interfaces, spam, or any conduct threatening system integrity.
h. Failure to comply with laws, decisions, or instructions issued by the competent authorities in the Kingdom.

Reconsideration Following Rejection

A merchant whose application has been Rejected may request reconsideration after rectifying the reasons for rejection and submitting the supporting documents or information. Submission of a reconsideration request shall not create any obligation on the Platform to approve the application unless all applicable requirements have been satisfied.

Merchant Obligations Regarding Products and Data

8.1 The merchant shall enter product information accurately, clearly, and correctly, including description, price, availability, and vehicle compatibility data where available.
8.2 The merchant shall regularly update inventory, prices, and availability status, and shall process accepted orders without undue delay.
8.3 The merchant warrants that the products displayed are lawful, authorized for circulation, and do not infringe the rights of third parties, applicable laws, safety requirements, or relevant legal provisions.
8.4 The merchant shall not upload misleading content, false images, inaccurate technical descriptions, or claims that cannot be substantiated.
8.5 The merchant shall retain the documents, records, or evidence necessary in relation to orders, warranties, complaints, or any other legal obligations applicable to it.
8.6 When listing any product on the Platform, the merchant shall clearly and accurately state the relevant OEM part number. The merchant may not classify or describe a product using terms such as “Genuine,” “Original,” or similar expressions unless the approved part number is provided. Where the part is aftermarket or non-genuine, the merchant must state the reference OEM part number together with a clear distinguishing suffix, letters, symbol, or any classification method approved by the Platform, in a manner that makes clear to the customer that the product is an aftermarket part and not a genuine part. The merchant shall bear full responsibility for any misleading statement, lack of clarity, or incorrect classification.

Merchant Obligations Toward Customers

9.1 The merchant shall supply the part that matches the description, part number, and product condition displayed on the Platform.
9.2 The merchant shall handle cases of non-conformity, defect, damage, shortage, or dispatch error in accordance with the Platform’s approved policy and without prejudice to applicable law.
9.3 The merchant shall bear reverse shipping charges where the return is attributable to its error, non-conformity, damage, or defect.
9.4 The merchant shall honor any warranties it announces or is legally required to provide, and shall be responsible for the clarity of such warranties, including their scope and duration.
9.5 The merchant shall cooperate with the Platform in resolving customer objections and shall provide responses, documents, and relevant evidence within the reasonable timeframe specified by the Platform.

Delivery and Fulfillment

10.1 Depending on the order settings and the area, delivery may be carried out through:
- The merchant directly.
- A driver affiliated with the Platform or an in-system delivery partner.
- Pickup from the store.
10.2 The merchant shall prepare the order and hand it over for delivery or make it available for pickup in accordance with the order status and the approved fulfillment method.
10.3 Where delivery is the merchant’s responsibility, the merchant shall bear responsibility for the accuracy of execution and related updates unless the Platform expressly provides otherwise.
10.4 The merchant shall immediately notify the Platform of any shortage in availability, material delay, or circumstance affecting the fulfillment of pending orders.

Fees, Commissions, and Subscriptions

11.1 The Platform may charge a commission or service fee on each successful order, whether as a percentage of the product value, a fixed amount, or a combination thereof, as announced in the Dashboard or in the Fee Schedule.
11.2 The Platform may impose monthly or annual subscriptions, or packages with additional benefits, provided that the merchant is notified of their value and terms before application.
11.3 Delivery fees may be charged to the customer or the merchant depending on the type of service, the area, and the fulfillment method.
11.4 In the case of electronic payment, the Platform may deduct its fees before remitting the merchant’s proceeds, or may collect such fees separately in accordance with the settlement policy.
11.5 In the case of cash on delivery, the collection and settlement mechanism shall be determined in the Dashboard, the Fee Schedule, or the relevant operational notices.
11.6 The Platform may amend fees, commissions, or subscriptions upon prior notice, and such amendments shall apply only to future transactions.
11.7 The Fee Schedule, settlement policy, and operational notices displayed in the Dashboard, once issued or made available to the merchant, shall form a supplementary part of these Terms in relation to fees, commissions, settlement dates, deductions, holds, and financial refunds, unless contrary to applicable law or to an express provision of these Terms.

Financial Settlement

12.1 Settlement dates, mechanisms, and cases of temporary hold, deduction, set-off, or refund shall be specified in the Dashboard, the Fee Schedule, or the related policies.
12.2 The Platform may hold any amounts that are subject to dispute, claim, suspected fraud, refund, or violation until verification or resolution is completed.
12.3 The merchant shall be responsible for the accuracy of its banking details and shall bear responsibility for any consequences arising from incorrect transfer information provided by it.
12.4 Any transfer or financial settlement shall not prejudice the Platform’s right to conduct a subsequent review, set-off, recovery, or hold where a lawful or legitimate basis arises.

Regulatory Compliance

The merchant shall comply with all laws, requirements, and regulations applicable in the Kingdom of Saudi Arabia, including:

The E-Commerce Law.
Relevant tax and regulatory obligations.
The Personal Data Protection Law and its Implementing Regulations, where the merchant processes personal data through or because of the Platform.
Any sector-specific, technical, logistical, product safety, or consumer protection requirements, where applicable.

Protection of Customer Data

14.1 The merchant acknowledges that customer data obtained through the Platform may only be used to the extent necessary to fulfill the order or comply with a lawful regulatory obligation.
14.2 The merchant is prohibited from copying, storing, exploiting, or sharing customer data outside the permitted purpose within the Platform, or using such data for direct marketing or unauthorized external communication.
14.3 The merchant may be considered a controller or processor of data depending on the nature of the processing and the operational relationship, and in all cases shall comply with applicable legal requirements and with any lawful instructions issued by the Platform in this regard.

Complaints, Disputes, and Service Levels

15.1 The merchant shall cooperate with the Platform in handling complaints and disputes and in providing responses, documents, and evidence within the reasonable timeframe specified by the Platform.
15.2 In customer disputes relating to returns, replacements, or non-conformity, the Platform may conduct a review, mediate, or request supporting documents within an initial period not exceeding three (3) business days from the date the basic documents or evidence have been fully submitted. This shall not constitute a final commitment to resolve the dispute within that period where further verification or communication with other parties is required.
15.3 If an operational or amicable resolution cannot be reached, the Platform may take the appropriate operational decision in accordance with the approved policies, without prejudice to the parties’ right to resort to the competent authority.

Breaches and Contractual Sanctions

Depending on the seriousness and recurrence of the breach, the Platform may take one or more of the following actions:

Notice or warning.
Suspension of certain products or features.
Temporary suspension of the account.
Holding of dues connected to a violation or dispute.
Termination of the contractual relationship or deletion of the account.
Taking any necessary legal or regulatory action where appropriate.

Any contractual action taken by the Platform shall not prejudice its right to claim compensation, protect its rights, or comply with any applicable legal requirements.

Intellectual Property in Content

17.1 Each party shall retain its rights in the trademarks, logos, or content it owns, while granting the licenses necessary for operation of the Platform and the display and marketing of products within the Platform environment.
17.2 The merchant warrants that any content uploaded by it does not infringe any third-party right, and shall bear responsibility for any claim arising therefrom in accordance with applicable law.
17.3 The Platform may remove any content that is in breach of, or suspected to be in breach of, these Terms, applicable laws, or third-party rights.

Electronic Signature and Electronic Records

18.1 The Platform may rely on electronic signature or electronic acceptance through OTP or any suitable electronic verification method to evidence the merchant’s acceptance of these Terms or of any related contracts, annexes, or amendments.
18.2 The merchant agrees that electronic records, including the time of signature, IP address, device or browser data, and the contract copy or its reference, may be used to evidence contracting, acceptance, approval, or amendment, to the extent permitted by the laws of Saudi Arabia relating to electronic transactions.

Term, Termination, and Effects of Termination

19.1 The relationship shall commence from the date of the merchant’s acceptance, account activation, or electronic signature, and shall continue until terminated in accordance with these Terms or any supplementary agreement.
19.2 Either party may terminate the relationship in accordance with the available operational mechanism, subject to pending orders, accrued rights, outstanding amounts, and any legal or contractual obligations that by their nature continue after termination. A termination request by the merchant shall not result in the immediate cessation of obligations connected with open orders, complaints, settlements, or records that must be retained by law.
19.3 Termination shall not affect provisions that by their nature survive termination, including settlement, confidentiality, intellectual property, data protection, record retention, and dispute resolution.
19.4 The Platform may take reasonable transitional measures upon termination, including discontinuing the display of products, closing the account, settling outstanding dues, or retaining such records as required under applicable law.

Limitation of Liability

20.1 The Platform shall not be liable for the content, accuracy, legality, or technical suitability of products except to the extent imposed by law or where its direct fault is established.
20.2 The merchant shall remain responsible for its obligations toward customers, applicable laws, and competent authorities in relation to its products, their descriptions, warranties, availability, safety, and conformity.
20.3 No limitation or exclusion of liability set out in these Terms shall apply in cases of fraud, willful misconduct, or violations for which liability may not be excluded or limited under the laws applicable in the Kingdom of Saudi Arabia.

Amendments to the Terms

21.1 The Platform may amend these Terms from time to time in line with operational, legal, or technical developments.
21.2 The updated version shall take effect from the date of its publication or from the date specified therein.
21.3 Continued use of the Platform by the merchant after such amendments become effective shall constitute acceptance thereof to the extent permitted under applicable law, and the merchant may discontinue use of the service if it does not accept future amendments.

Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the Kingdom of Saudi Arabia, and the competent courts within the Kingdom shall have jurisdiction over any disputes arising therefrom, unless the law requires otherwise.

Contact

For communications relating to these Terms, requests for review, objections, or operational matters, contact may be made through:

General Email: info@qiteapp.com
Privacy and Data Subject Requests Email: privacy@qiteapp.com
Phone: +966129873657