Terms and Conditions

These terms and conditions (the “Terms”) govern the provision of Services (defined below) and the use of the website (https://retailo.co/) (the “Website”), the Retailo app or software, other applications or softwares to be used in conjunction with the Retailo app, and any ancillary services, applications, or softwares we may offer for download or use through the Website (the “Application(s)”) offered by Retailo Technologies Holding Limited, a holding company incorporated under the laws of Abu Dhabi Global Market with company number 000004616, acting and operating through its subsidiaries in Pakistan, Saudi Arabia, United Arab Emirates, or wherever geographically you make the use of the Services (hereinafter referred to as “Retailo”, “us”, “our”, “we”, or “Company”) and utilised, accessed, or used by you (hereinafter referred to as “user”, “users”, “you”, or “your”, as the context may permit).

Retailo is engaged in supply of an agent-assisted online local B2B marketplace and commerce platform that aims to assist retail supply chains, provide bookkeeping solutions, and facilitate lending products (the “Services”). The Services may be provided to you through the Application or via our Website. We may offer for downloading from the Website or using through the Website certain products to be used in conjunction with the Services (the “Products”). By accessing and/or using the Website, the Application or using our Services and Products, you agree to be bound by these Terms, the Privacy Policy, and other supplemental terms (collectively the “Agreement”).

Your access and use of our Website, Application, Services, and/or Products (collectively the “Retailo Services”) constitutes your agreement to accept and be bound by these Terms. If you do not agree to these Terms, you may not access or use the Retailo Services. These Terms expressly supersede prior agreements or arrangements with you. Retailo may immediately terminate these Terms or any of the Retailo Services with respect to you, or generally cease to offer or deny access to the Retailo Services or any portion thereof, at any time for any reason whatsoever.

Supplemental terms may apply to certain Services, such as policies for a particular event, activity, or promotion, and such supplemental terms will be disclosed to you in connection with the Services from time to time. Supplemental terms are in addition to and shall be deemed to be a part of, our Agreement with you. It is being clarified that the Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the Services.

We may amend these Terms related to the Retailo Services from time to time. Amendments shall be effective upon Retailo’s posting of such updated Terms on our Website or the amended policies or supplemental terms for the Retailo Services or part thereof. Your continued access or use of Retailo Services after such modifications and amendments constitutes your consent and acceptance to be bound by those Terms.

The headings of the clauses, sections, schedules etc. herein are for reference only and shall not affect the interpretation.

To get access to Retailo Services, you will require to register an account (the “Retailo Account” or “Account”) on our Website or via our Application. Our Services for users are directed towards individuals of and above eighteen (18) years of age and we do not intend to provide Services to users below this age. Account registration may require you to submit to us certain personal information, i.e., name, address, contact number, age, government-issued identity card, photograph, or payment or banking information if required. In certain instances, you may be asked to provide proof of identity to access or use our Services, and you agree that you may be denied access to or use of our Services if you refuse to provide proof of identity. Thereafter, you agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information including, without limitation, having an invalid or expired payment method may result in your inability to access or use the Services or Retailo’s termination of these Terms with you.

Unless otherwise permitted by us in writing, you may only possess only one Retailo Account. You are fully responsible for all activities that occur under your Account whether or not such use was authorized by you. You must immediately notify us at info@retailo.co of any unauthorized use of or access to your Account or any other breaches of security. You acknowledge and agree that Retailo shall not be held liable for any acts or omissions by you including, without limitation, any damages of any kind incurred as a result of such acts or omissions. You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable and prevalent laws when using our Services and you may only use our Services for lawful purposes (e.g., not for sales of illegal or hazardous substances). You shall not, in your use of our Services, cause nuisance, annoyance, inconvenience, property damage, etc., whether to the user, user, or any other party.

The Company reserves the right to refuse or cancel any order for any reason at any given time whether or not the order has been confirmed and your prepayment processed. The user also retains the right to cancel any order at its sole discretion prior to your receipt of it. We will ensure that there is a timely intimation to you of such cancellation via the Application, an email, or SMS. If Retailo or a user cancels your order for which payment from your account has been authorised, we may refund the same payment back to you. To request a refund, you must email us at info@retailo.co. You agree and acknowledge that Retailo shall not be held liable for any unforeseeable delays for refunds due to events not under reasonable control of Retailo. Retailo further reserves the right to amend its refund terms from time to time as it deems appropriate.

You may use your account to upload data, information, material, and documents for verification (the “Content”). Subject to these Terms, your Content may be used in any manner that has been authorized by you. You acknowledge and agree that Retailo has no liability of any kind against any individual (whom you had given access to your Account to do so) that modifies, destroys, corrupts, copies, or distributes your Content.

You further agree and acknowledge that Retailo shall always reserve the right, but not an obligation, to remove the Content that may be unlawful or may violate these Terms at any time, with or without notice.

Retailo may, in its discretion, permit you from time to time to submit, upload, publish, or otherwise make available to us through our Services content and information including, without limitation, comments and feedback related to our Services, initiation of support requests, and submission. If you submit feedback, opinions, or provide suggestions (the “Feedback”), you acknowledge and agree that: (a) we shall not be under any obligation of confidentiality, whether express or implied, regarding the Feedback; (b) we shall have the right to use or disclose the Feedback for any purpose in any way we deem fit; (c) the Feedback once posted shall become our intellectual property; and (d) any Feedback that you provide with regards to your use of the Services is entirely voluntary and we shall have full freedom to use the Feedback without any obligation to you.

You represent and warrant that: (i) you either are the sole and exclusive owner of all the Content or you have all rights, licenses, consents and releases necessary to grant Retailo the license to the Content as set forth above; and (ii) neither the Content nor your submission, uploading, publishing or otherwise making available of such Content to Retailo or Retailo’s further use of the Content as permitted herein; will infringe, misappropriate, or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. You agree to not provide the Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as may be determined by Retailo in its sole discretion, whether or not such material may be protected by law. Retailo may, but shall not be obligated to, review, monitor, or remove the Content at Retailo’s sole discretion and at any time and for any reason with or without notice to you.

Subject to your agreement and compliance with these Terms, we only grant a limited, non-exclusive, non-perpetual, revocable, non-sub-licensable, non-transferable license to (i) access and make use of the Services and Application on your personal device solely in connection with your use of our Services; and (ii) access and use any content, information, and related materials that may be made available through our Services; in each case solely for your personal use. Any rights not expressly granted herein are reserved by Retailo.

You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party the Application in any way; (ii) modify or make derivative works based on the Application and/or the intellectual property; (iii) create internet “links” to the Application or “frame” or “mirror” the Application on any other server or wireless or internet-based device; (iv) reverse engineer or access the Application in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions, or graphics of the Application, or (c) copy any ideas, features, functions, or graphics of the Application; (v) launch an automated program or script including, but not limited to, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the Application; (vi) use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Services or its contents; (vii) post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior consent of the owner of such proprietary rights; and (viii) remove any copyright, trademark or other proprietary rights notices contained in the Services.

You may use the Application only for your valid legal business’ use, and shall not use the same to: (i) send spam or otherwise duplicative or unsolicited messages; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material including but not limited to, materials harmful to children or in violation of third party privacy rights; (iii) send material containing software viruses, worms, trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Application or the data contained therein; (v) attempt to gain unauthorized access to the Application or its related systems or networks; and (vi) use the Services in or for any unlawful or fraudulent activities by either impersonation of another person or entity or through misrepresentation of an affiliation with a person or entity in a manner that does or is intended to mislead, confuse or deceive others.

If you violate any of these Terms, your access to our Website and/or Services may be terminated immediately and without notice. Retailo shall further reserve the right to take any remedial action available under the applicable law including, without limitation, immediate suspension or termination of the Services and access to your Account.

You agree and acknowledge that in consideration of the use of our Services, you will be charged and will be required to pay for the Services you receive (“Charges”). Charges paid by you are final and non-refundable, unless otherwise determined by Retailo. The Charges may be subjected to applicable taxes prescribed under the law depending on our or your geographic location or of the delivery address.

All financial transactions relating to our Services and Application are processed via three basic payment procedures: (i) payment at order placement; (ii) payment at delivery; and (iii) payment after delivery. The Charges could be paid via: (i) cash; (ii) credit/debit card; (iii) bank transfer; or (iv) secured wallets; subject to the availability of the Retailo’s payment method. You shall be liable to make the payment in full, unless otherwise agreed, of the goods or the Services rendered. Retailo reserves the right to apprise you about the due date of a payment for Charges; for instance, for an immediate payment, the Charges shall be due at the time of delivery of goods. For late payment, you shall be eligible for our credit plan (buy now pay later program); however, Retailo always reserves the right for determining the eligibility criteria for late payment (or credit plan) after conducting its due risk profiling. In circumstances where Retailo permits the late payment, the payment of Charges shall be due when the loan matures. You agree and acknowledge that you are bound to make the payment of Charges by the due date; however, upon late payment or no payment, Retailo shall reserve the right to impose penalties, interest, and recover such amount using a third party. Provided that the payment of Charges was due at the time of delivery, Retailo reserves the right to reduce the quantity of goods at the delivery if you fail to provide full payment or provide an underpayment. You acknowledge and agree that in case of partial payment at time of delivery, Retailo shall have the right to proceed with partial delivery of goods.

As between you and Retailo, we reserve the right to establish, remove, and/or revise Charges for any or all Services obtained at any time in Retailo’s sole discretion. Further, you acknowledge and agree that Charges applicable in certain geographical areas may increase substantially during times of high demand. Retailo will use reasonable efforts to inform you of Charges that may apply, provided that you will be responsible for Charges incurred under your Retailo Account regardless of your awareness of such Charges or the amounts thereof. Retailo may, from time to time, provide certain users with promotional offers and discounts that may result in different amounts charged for the same or similar services obtained using our Services, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of our Services or the Charges applied to you.

After you have received Services obtained through our Application, we may give you an opportunity to rate your experience and leave feedback about your user.

The Website, Application, Retailo’s logo, and any and all other marks indicated on the Website, or the Application are our intellectual property (whether registered or not). Our graphics, logos, page headers, button icons, scripts and service names are the trademarks or trade dress and shall not be used in connection with any product that does not belong to us or in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits us. All other trademarks that appear on the Website or Application, if any, are the property of their respective owners. We do not take responsibility for the actions of such respective owners, who are solely responsible therefore at law.

All such intellectual property rights, whether registered or unregistered, and the Website design, including, but not limited to, text, graphics, software, photos, video, music, sound, and their selection and arrangement, and all software compilations, underlying source code, and the Application itself shall always remain our sole property. The entire contents of the Retailo Services also are protected by copyright as a collective work under applicable copyright laws and international conventions.

Unless otherwise specifically provided herein or authorized by Retailo in writing, all rights in the Website or the Services not expressly granted herein are reserved by us. You agree not to copy, republish, reproduce, download, distribute, scrape, display, post, transmit, or sell in any form or by any means, in whole or in part, or otherwise exploit the intellectual property or create derivative works based on the intellectual property.

By accepting these terms or using the Retailo Services, you agree and acknowledge that:

In no event, Retailo shall be liable for any direct, indirect, consequential, punitive, special, or incidental damages including, without limitation, damages for loss of business, contract, revenue data, information, or business interruption, under any theory of liability, resulting from, arising out of, or in connection with the Website, Application, Services, or the Products, even if Retailo has been advised of the possibility of such damages. Retailo shall not be liable for any damages, including, but not limited to, (i) the use, or inability to use the Website, Application, and the Services for any reason; (ii) your use or reliance on the Retailo Services; (iii) for delay or failure in performance resulting from causes beyond Retailo’s reasonable control; (iv) the statements or actions of any third party on or through the Website or the Services including, without limitation, any defamatory, offensive, or illegal conduct of other users or third parties; (v) any unauthorized access to or alteration of your transmission or data; (vi) any failure to store data, any loss of data, loss or damage of files, and the Content available through the Website or the Services; and (vii) any non-performance, delay, error, data loss, or other loss caused by any events or conditions that are beyond the reasonable control of Retailo. You agree that neither Retailo nor its affiliates will be liable to you in any way for the termination, suspension, interruption, or delay of any of the Website, Products, or the Services. Notwithstanding anything herein to the contrary, the aggregate liability of Retailo for damages in connection with these Terms, whether for breach of contract or in tort shall not exceed an aggregate of United States Dollar (US$) one hundred (100). The foregoing shall not apply to the extent prohibited by applicable law.

The limitations and disclaimers in this section or the Terms do not purport to limit liability or alter your rights as a consumer that cannot be excluded under the applicable law.

You agree to indemnify and hold harmless Retailo, its affiliates, licensors, and licenses, its contractors, officers, directors, agents, and employees, from any expense, loss, claim, damage, fine, penalty, or liability, including reasonable fees for attorneys and other professionals, payable under any judgment, verdict, court order or settlement, to the extent resulting from any claim, demand, action, suit, arbitration, or other proceeding initiated by any third party including the assessment, claim, or demand arising out of or in connection with (i) your use of the Retailo Services; (ii) your breach or violation of these Terms; or (iii) your violation of the rights of any third party, including the user’.

You may not assign any rights or delegate your obligations under these Terms without our prior written consent. We may, however, assign the rights and obligations under the Terms in its entirety, including all terms and conditions incorporated herein, without your consent.

No waiver of any breach of any provision of these Terms shall be construed as a further or continuing waiver of any other breach of that provision or any breach of any other provision of the Terms.

If any provision of these Terms is found by a court or other binding authority to be invalid, you agree that every attempt shall be made to give effect to the parties’ intentions as reflected in that provision, and the remaining provisions contained herein shall continue in full force and effect.

This Agreement shall be governed by and construed in accordance with the applicable and prevalent laws of England and Wales, without regard to the conflict of law provisions thereof. You irrevocably agree that the courts of Abu Dhabi Global Market have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement including a dispute relating to the existence, validity, or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement, and any proceedings arising out of or in connection with this Agreement shall be brought in such courts.