General Terms & Conditions

1. Introduction and Acceptance of Terms

1.1 Scope of Application and Amendments

1.1.1 These General Terms and Conditions (“Terms and Conditions”) apply to all sales, services, and products provided by Marn Company. These Terms shall supersede any conflicting or additional terms or conditions contained in any purchase order or correspondence issued by the other party.

1.1.2 “Marn” Company reserves the absolute right to amend or update these Terms and Conditions at any time at its sole discretion, subject to notifying the Client of any amendment at least thirty (30) days before its effective date in accordance with Article (39). The Client is obligated to review these Terms periodically to stay informed of any updates. Continued access to or use of the Services after the effective date of any amendments constitutes explicit and legal agreement to be bound by the Terms and Conditions as amended.

1.2 Nature of the Agreement and Legal Obligation

1.2.1 These Terms and Conditions, together with any price quotes, order forms, policies, or related addenda, constitute a legally binding contract between “Marn” Company and the Client. Please read these Terms carefully prior to accessing or using any of the Platform’s services.

1.3 Acknowledgment and Legal Capacity

1.3.1 The Client’s creation of an account, signing of a price quote, or use of, access to, or integration with the Services and Platform constitutes explicit acknowledgment of having read, understood, and fully agreed to be bound by the provisions herein, and “Marn” shall keep an electronic record of the Client’s acceptance (Account details, version number of these Terms, and date and time of acceptance), which shall constitute evidence of such acceptance.

1.3.2 If accepting these Terms on behalf of a legal entity (such as a company, establishment, or commercial entity), the representative warrants and represents that they possess the necessary legal authority and delegated powers to bind such entity to these Terms and Conditions.

1.3.3 If the Client does not agree to any provision of these Terms, the Client must immediately refrain from using the Services or accessing the Platform.

2. Parties

2.1 “Marn Business for Information Technology Company” (Single Person Company), Commercial Registration No. 1010426988, National Address:

Located on King Abdulaziz Bin Abdulrahman Bin Saud Street, King Salman District, Building No. 2788, Riyadh, Kingdom of Saudi Arabia. (referred to as “Marn”, the “Company”, or “We”): Refers to the legal entity that owns or operates “Marn” services, including, without limitation, the electronic platform, applications, software, systems, hardware, and all associated or affiliated services and products.

2.2 “Client” (referred to as “Merchant”, “User”, “Beneficiary”, or “You”): Refers to any natural person (individual) or legal entity (company, establishment, or commercial entity) subscribing to, purchasing, requesting, using, accessing, or authenticating and authorizing affiliated users to use the Services on its behalf, provided that it contracts for the purposes of its business or professional activity and acknowledges that it does not contract in the capacity of a consumer.

3. Definitions

3.1 The following words and expressions, wherever appearing in these Terms and Conditions, shall have the meanings assigned to them below, unless the context otherwise requires:

3.1.1 Account: Refers to the electronic account assigned to the Client or User on the Platform, enabling them to access, manage, and operate “Marn” services.

3.1.2 Services: Refers to all products, software, and services provided by “Marn”, including, without limitation, the electronic platform, applications, website, Point of Sale (POS) systems and services, Application Programming Interface (API) integration services, control dashboards and reporting, installation services, training services, technical support, hardware, and any other services explicitly specified in the price quote or order form.

3.1.3 Price Quote / Order Form: Refers to the instrument (whether physical, electronic, or a digital approval document) issued by “Marn” and approved by the Client, detailing the contracted Services, Fees, subscription duration, hardware, packages, and any commercial or special terms.

3.1.4 Fees: Refers to all monetary amounts payable to “Marn” in consideration of providing the Services or supplying hardware, including subscription, setup, installation, hardware, training, support, export, API integration, professional and technical services, third-party fees, and any other amounts set out in the price quote or fee schedule.

3.1.5 Fee Schedule: Refers to the schedule approved by “Marn” establishing the prices of services, packages, applicable transaction fees, subsequent payment schedules, and amendments issued thereto from time to time.

3.1.6 Authorized Users: Refers to individuals authorized by the Client to access and use the Services on its behalf or through its Account, whether such individuals are its employees, agents, contractors, or legal representatives.

3.1.7 Hardware: Refers to all equipment, tools, electronic devices, and accessories provided by “Marn” to the Client for direct use in connection with the Services.

3.1.8 Client Content: Refers to any data, information, price lists, images, commercial records, operational transactions, or inputs uploaded, entered, or processed through the Services by the Client or its Authorized Users.

3.1.9 Client Data: Refers to all data and information automatically or manually generated, collected, or processed as a result of using the Services, including sales data, purchase operations, end-customer data, payments, financial records, and operational integrations.

3.1.10 Confidential Information: Refers to any non-public information disclosed by either party to the other (in writing, orally, or electronically), including trade secrets, financial, operational, and technical data, source code, designs, plans, price lists, and contractual terms.

3.1.11 Third-Party Services: Refers to products, systems, applications, payment gateways, delivery services, and external platforms provided by independent third parties that are connected or integrated with “Marn” services.

3.1.12 Subscription Term: Refers to the period specified in the price quote or order form during which the Client is licensed to access and use the Services pursuant to the agreement.

3.1.13 Intellectual Property Rights: Refers to all patents, copyrights, software and source code rights, moral rights, trademarks, service marks, logos, database rights, confidential information, trade secrets, domain names, and all other intellectual and industrial property rights (registered or unregistered) worldwide, including the right to apply for registration, renewal, recovery, and the right to sue and claim damages for prior infringements.

3.1.14 Force Majeure: Refers to any exceptional, public, and unforeseeable event beyond the reasonable control of the affected party that makes the performance of contractual obligations impossible, including, without limitation, natural disasters such as fires, floods, and earthquakes; hostile acts such as war, invasion, and terrorist attacks; general labor disputes such as strikes and lockouts; failure or interruption of essential public utilities such as telecommunication networks, internet services, power, or water; and regulations or decisions issued by governmental authorities and regulatory bodies. Financial inability or liquidity distress shall not constitute a Force Majeure event for either party.

3.1.15 Promotional Offers: Any promotional offer or campaign made available by Marn to the Client that includes discounts or price reductions, Hardware or accessories offered at a discounted or zero price, or any other promotional benefits associated with the subscription to the Services.

4. Interpretation

4.1 The interpretation of the provisions of these Terms and Conditions shall be governed by the following legal rules and principles:

4.1.1 Words in the singular include the plural and vice versa, as the context may require.

4.1.2 References to “writing” include officially approved email communications between the parties, as well as digital notifications, approvals, and signatures executed via the Platform, unless the law or these Terms provide otherwise.

4.1.3 Terms such as “for example”, “including”, “includes”, or similar expressions shall be construed as illustrative and without limitation, and shall not restrict the generality of the clause or section in which they appear.

4.1.4 Headings are inserted for organizational purposes and convenience of reading only, and shall not form part of the contractual content nor be taken into account in interpreting the provisions of this agreement.

4.1.5 These Terms and Conditions are drafted in both Arabic and English. In the event of any conflict, discrepancy, or dispute regarding content or interpretation between the two texts, the Arabic version shall be the legally binding version before all judicial and official authorities.

5. Scope of Services

5.1 “Marn” Company provides the Client with technical, operational, and commercial services in accordance with the specified package, price quote, or order form approved between the parties.

5.2 The Services provided include, without limitation, the following:

5.2.1 Licenses and access permissions to the Platform, applications, and dashboards.

5.2.2 Operations management and Point of Sale (POS) services.

5.2.3 Technical API integration services with external platforms and systems.

5.2.4 Extraction of reports, analytics, and data dashboards.

5.2.5 Supply of hardware and operational equipment intended for use with the Services. “where applicable”.

5.2.6 Setup, installation, configuration, and field or digital activation services.

5.2.7 Provision of training, technical support, and approved maintenance.

5.2.8 Any additional services agreed upon by the parties via approved email or a separate contract.

5.3 The obligation of “Marn” is strictly limited to the Services expressly stated in the approved price quote, order form, or package. The Company assumes no responsibility or obligation to provide any additional services not stated in the official written instruments between the parties.

6. Access Rights and Use of Services

6.1 Subject to the Client’s full compliance with these Terms and the regular payment of due Fees, “Marn” grants the Client a limited, non-exclusive, non-transferable, non-assignable, non-sublicensable, and revocable license to access and use the Services strictly during the approved Subscription Term.

6.2 The scope of the licensed use is restricted to the Client’s internal business purposes. The Client is strictly prohibited from reselling, renting, leasing, sublicensing, making available, or offering the Services as a service to third parties in any manner whatsoever, unless prior written consent is obtained from “Marn” via approved email.

6.3 The Client bears full legal and regulatory responsibility for all activities and transactions performed through its Account or credentials, and is directly liable for the acts and omissions of all its Authorized Users.

7. Account Creation and Registration Data

7.1 When creating an Account or requesting Services, the Client agrees to provide accurate, complete, correct, and up-to-date information and data.

7.2 The Client undertakes to promptly update any data that undergoes changes during the Subscription Term, including contact details, billing information, business activities, commercial registration, branch addresses, and information regarding Authorized Users.

7.3 The Client agrees to provide the Company with accurate tax details and commercial registration prior to invoice issuance. If an error occurs in the data provided by the Client after the electronic invoice is issued, the original invoice will not be modified, and any tax adjustment shall be subject to Value Added Tax (VAT) regulations and instructions issued by the Zakat, Tax and Customs Authority (ZATCA) via an approved credit/debit note. The Client shall bear all associated costs and legal consequences.

7.4 “Marn” reserves the right to request additional documentation, instruments, or data to verify the Client’s identity, prove the legal capacity and authority of its legal representative, or verify its capacity to use the Services.

7.5 “Marn” reserves the right to refuse Account creation, suspend access to Services, or terminate the license immediately if the data provided by the Client is found to be inaccurate, incomplete, misleading, or outdated.

8. Account Security and Credential Confidentiality

8.1 The Client undertakes to maintain the strict confidentiality of usernames, passwords, verification codes, and all access criteria assigned to its Account.

8.2 The Client assumes sole legal and financial responsibility for all transactions and activities conducted or executed through its Account, whether performed by the Client, Authorized Users, or any third party obtaining access due to the Client’s act, omission, or negligence.

8.3 The Client undertakes to notify “Marn” immediately through approved communication channels upon learning of or suspecting any unauthorized access, security breach, unlawful use of the Account, or loss of login credentials.

8.4 “Marn” disclaims all liability for any loss, damage, or financial/legal claims arising from the Client’s failure to preserve credential confidentiality or to implement necessary security measures to safeguard its Account.

9. Site Readiness and Operational Obligations of the Client

9.1 The Client undertakes to provide all necessary cooperation to “Marn” to enable optimal service delivery and implementation.

9.2 Where the Services require installation, configuration, field visits, or technical integration, the Client undertakes to prepare the site and operational environment and provide all basic prerequisites at its own expense, including, without limitation, the following components:

9.2.1 An internet connection with stable speed and efficiency.

9.2.2 Necessary electrical power sources and outlets.

9.2.3 Network infrastructure, wiring, and internal cabling.

9.2.4 Hardware and operational equipment designated as the Client’s responsibility.

9.2.5 Obtaining required internal or governmental permits, licenses, and approvals for installation.

9.2.6 Designating an authorized representative or technical officer present during execution times to coordinate and make decisions.

9.3 “Marn” is under no obligation to commence installation, training, operation, or activation if the Client’s site or technical environment is not properly prepared and approved.

9.4 Any delay in service delivery or activation shall not be deemed a breach of contractual obligations by “Marn” whenever such delay results from the Client’s lack of readiness, delay in providing data, or failure to meet the operational requirements specified in this Section.

10. Access Rights and Technical Support

10.1 The Client acknowledges and agrees to grant “Marn’s technical support, implementation, and development teams access to its Account, data, and technical settings whenever necessary for initial setup, configuration, technical troubleshooting, or maintenance and support services.

10.2 The access of “Marn’s team to the Account shall be limited to what is strictly necessary to achieve the specified purpose, in accordance with the Company’s approved security and confidentiality protocols.

10.3 Where access credentials or special administrative privileges are required, such use shall be confined to the designated purpose and required timeframe. The Client’s prior consent shall be obtained via approved communication channels or the Platform’s ticketing system in all cases, and such access shall be made through named accounts of “Marn” personnel protected by multi-factor authentication.

10.4 The Client retains the right to reset passwords, modify access keys, or revoke privileges granted to the support team immediately upon completion of the specific technical task.

10.5 “Marn” undertakes not to use login credentials or granted access rights for any purpose outside the scope of providing, developing, or supporting the Services, or ensuring operational integrity.

10.6 “Marn” applies cybersecurity controls consistent with the Essential Cybersecurity Controls issued by the National Cybersecurity Authority (NCA) and industry standards, and covenants to log and preserve audit trails (Audit Logs) of actions performed by technical support personnel on the Client’s Account, and shall make such logs relating to the Client’s Account available to the Client upon its written request. “Marn” shall not modify or alter sales data or financial records except pursuant to a documented and approved procedural request.

11. Price Quotes and Order Acceptance

11.1 “Marn” provides the Client with a price quote or order form specifying the scope of Services, applicable Fees, selected package, hardware specifications, payment mechanism and terms, Subscription Term, and any special commercial conditions.

11.2 The Client’s acceptance of the price quote or order form shall be effective and legally binding upon the occurrence of any of the following events:

11.2.1 Physical or electronic signature on the price quote or order form.

11.2.2 Explicit notice of acceptance via the Client’s approved email.

11.2.3 Approval and confirmation issued by the Client’s authorized representative.

11.2.4 Payment of the specified Fees or any advance payment thereof.

11.2.5 Initial commencement of using the Services or receiving Hardware pursuant to the quote.

11.2.6 Use of any digital approval/acknowledgment mechanism adopted by “Marn”.

11.3 Acceptance and approval must emanate from an individual possessing legal capacity and authority to represent the Client. “Marn” reserves the right to request proof of authorization, commercial registration, or any legal documents proving capacity.

11.4 In the event of any conflict, discrepancy, or inconsistency between the provisions of these Terms and Conditions and what is contained in a price quote, Agreement, or order form, the following order of precedence shall apply: (1) any specific agreement signed by both parties, whether physically or electronically; (2) the price quote or order form with respect to the price, term, package, and its specific commercial terms; (3) the product schedules; (4) these Terms and Conditions; (5) the policies referenced herein.

12. Fees and Payment Terms

12.1 The Client undertakes to pay all due Fees in accordance with the prices, schedules, and mechanisms specified in the price quote, order form, or “Marn’s applicable Fee Schedule.

12.2 All Fees are due in advance unless explicitly provided otherwise in the price quote. “Marn” reserves the right to withhold commencement of Services, delay hardware delivery, or suspend activation until full receipt of due amounts.

12.3 Due Fees include, without limitation, the following items:

12.3.1 Subscription and operational package fees.

12.3.2 Fees for supplied hardware and equipment.

12.3.3 Setup, configuration, and physical/technical installation fees.

12.3.4 Fees for training services and additional support.

12.3.5 Third-party service and subscription fees.

12.3.6 API integration fees.

12.3.7 Statutory taxes and government fees (such as VAT) where applicable.

12.4 The Client authorizes “Marn” or its contracted payment service providers to automatically deduct due amounts and Fees via the Client’s authorized payment methods.

12.5 If a deduction fails, a payment method expires, or the Client defaults on payment by the specified due dates, “Marn” shall notify the Client to settle the payment via approved communication channels. If payment is not made within seven (7) days from the notice date, “Marn” reserves the right to suspend access to the Services, restrict Account privileges, and, if the default continues for more than thirty (30) days from the due date, to terminate the agreement, in each case without incurring any liability. Failure or delay by “Marn” in exercising any of these rights shall not constitute a waiver thereof.

12.6 “Marn” reserves the right, at its sole discretion and as a condition for providing or continuing Services or Hardware delivery, to require additional guarantees from the Client to safeguard its rights, including, without limitation, promissory notes, bank guarantees, direct debit authorizations, or any other security deemed acceptable by “Marn”.

12.7 If the Client delays payment of due Fees or amounts for more than fourteen (14) days from the due date, “Marn” shall have the right, without further notice, to immediately execute upon the provided guarantees. The Client shall also bear all judicial costs and collection expenses resulting from its default.

12.8 “Marn” reserves the right to modify service fees, package prices, introduce new fees, or adjust variable fees/commissions, which amendments shall take effect according to the provisions of this Section without requiring prior notice to the Client. The Client’s continued use of the Services after the updated Fee Schedule is made available within its Account shall constitute its acceptance of the amended Fees, subject to Clause (12.9).

12.9 Any fee increases or adjustments shall not apply to active subscriptions during their contracted term, and modified rates shall only apply upon renewal for a new Subscription Term under Section (15.4), package upgrades, requests for additional services, or direct changes in third-party operational fees and commissions.

12.10 The Client may object to any invoice issued by “Marn” within twenty (20) days of its issuance date through the approved communication channels. Upon the lapse of this period without objection, the Client shall be deemed to have acknowledged the correctness of the invoice and to have waived its right to object to it, without prejudice to “Marn’s right to correct any error in the invoice by means of a credit or debit note in accordance with the law.

13. Payment via Partner Wallet (Jahez Wallet) and Payment Accumulation

13.1 Payment via Partner Wallet (Jahez Wallet)

13.1.1 “Marn” may, at its sole discretion and based on an assessment of the Client’s financial history and sales performance over the three (3) months preceding the subscription request, agree to structure payment of Fees and subscriptions via direct deduction from the Client’s dues in the partner wallet (Jahez Platform Wallet) over a specified payment period not exceeding four (4) months, and the Client expressly authorizes Jahez Company to share its sales and wallet dues data with “Marn” for this purpose and for the purposes of implementing this Article.

13.1.2 The Client grants an absolute, irrevocable authorization to “Marn” and the partner (Jahez Company) to deduct all scheduled Fees and amounts due to “Marn” directly from its available sales proceeds and dues in the wallet. This authorization constitutes an assignment to “Marn” of the Client’s receivables from Jahez Company to the extent of the amounts due to “Marn”, effective against Jahez Company upon its acceptance or notification, and the Client may not revoke it before full settlement of the amounts due.

13.2 Payment Accumulation and Subsequent Deduction Mechanism

13.2.1 If the Client’s wallet balance or sales during any deduction period are insufficient to settle the scheduled installment for that period (in whole or in part), the Client acknowledges and agrees that unpaid amounts shall automatically accumulate, rollover, and be added to subsequent payment periods.

13.2.2 Marn shall have the right to deduct all accumulated and carried-over fees from previous periods as soon as funds or sales become available in the Client’s wallet at any later time, in a single lump sum or consecutive deductions, without requiring additional consent from the Client.

13.2.3 Marn’s postponement of deducting accumulated amounts due to insufficient balance at the time of maturity shall not constitute a waiver of its right to collect them in full, and the Client may not object to the deduction amount whenever it covers overdue or accumulated unpaid subscription fees.

14. Taxes and Government Fees

14.1 Unless explicitly stated otherwise, all Fees specified in the price quote or Fee Schedule are net amounts exclusive of any taxes, government fees, Value Added Tax (VAT), or other regulatory charges.

14.2 The Client alone assumes full legal and financial responsibility for paying all taxes, fees, and sovereign costs legally due regarding its purchase or use of the Services, unless “Marn” is legally required to collect and remit them to competent authorities.

14.3 “Marn” reserves the right to add VAT or any other taxes and fees imposed by governmental and regulatory authorities onto invoices issued to the Client, in accordance with applicable laws in the Kingdom of Saudi Arabia.

14.4 All invoices issued by “Marn” are issued as compliant tax invoices pursuant to the Value Added Tax Law, its Implementing Regulations, and E-Invoicing Regulations issued by the Zakat, Tax and Customs Authority (ZATCA) in the Kingdom of Saudi Arabia.

14.5 Where payment is scheduled via partner wallet deductions (Section 13), VAT shall become due in full based on the supply event date or e-invoice issuance date (whichever is earlier) in accordance with VAT Law provisions.

15. Subscription Term and Service Commencement

15.1 The official Subscription Term commences and is calculated from the date of issuance of the subscription invoice by “Marn”.

15.2 The Client may not request to postpone or freeze the subscription start date for any reason, and the Subscription Term shall be legally active and running upon invoice issuance.

15.3 If service activation or operation is delayed due to the Client’s lack of readiness, failure to prepare its site, or delay in providing operational data/requirements, the Subscription Term shall remain active without extension or compensation, and “Marn” assumes no liability for such delay.

15.4 Subscription Renewal and Operational Limits

15.4.1 The approved Subscription Term automatically expires at the end of the duration specified in the price quote, order form, or invoice issued by “Marn”, and subscriptions shall under no circumstances renew automatically.

15.4.2 Renewal of the subscription for subsequent periods requires completion of any of the following procedures prior to the expiration date of the active subscription:

15.4.2.1 Submission of an explicit written renewal request by the Client via approved digital channels.

15.4.2.2 Approval and acceptance of a new price quote issued by “Marn”.

15.4.2.3 Full payment of the invoice for the new renewal period.

15.4.3 If none of the renewal conditions under Clause (15.4.2) are met prior to the expiry of the active Subscription Term, “Marn” reserves the right to immediately cease providing Services and suspend access for the Client and associated accounts without prior notice or warning, and without incurring any legal or financial liability.

16. Upgrading Packages and Subscriptions

16.1 The Client may request to upgrade its current package or add new services in accordance with available options in its Platform account, or via explicit written approval from “Marn” through approved communication channels.

16.2 The Client is strictly prohibited from requesting a downgrade or reduction in contracted service scope during an active Subscription Term, and agreed Fees for the original package shall remain payable in full without reduction.

16.3 Upon upgrading, “Marn” shall calculate the fee difference immediately, either pro-rata for the remaining period of the active Subscription Term or by issuing a separate invoice per Company procedures.

16.4 The Client is responsible for verifying that requested upgrades suit its operational needs. “Marn” assumes no liability for changes in technical features or licensing capacity resulting from an upgrade requested by the Client.

17. Hardware and Equipment

17.1 All hardware and equipment supplied by “Marn” are sold to the Client, and ownership transfers to the Client upon full payment and delivery, subject to the specifications and conditions set out in the price quote or purchase invoice.

17.2 The Client undertakes to use hardware strictly for designated purposes and to benefit from “Marn” Services in accordance with approved operating guidelines.

17.3 The Client assumes full risk and responsibility for hardware upon receipt, including damage, loss, theft, tampering, misuse, or unauthorized technical modification.

17.4 Marn’s liability for hardware maintenance or replacement is strictly limited to manufacturing defects not caused by the Client, for a maximum period of ninety (90) days from the subscription start date, excluding faults resulting from misuse, intentional damage, or negligence.

17.5 Upon expiration of the ninety (90) day period mentioned in Clause (17.4), “Marn’s direct warranty liability ceases, and the Client must recourse directly to the manufacturer or local agent under their approved warranty policy.

17.6 Where any hardware is provided to the Client on a rental or loan basis, title thereto shall remain with “Marn”, and the Client shall preserve it, use it solely for its designated purpose, refrain from disposing of, pledging, or relocating it from its site, return it in sound condition within seven (7) days of the end of the subscription or of “Marn’s request, and pay its published replacement value in case of loss or damage. “Marn” may immediately repossess such hardware upon the Client’s breach of any of its obligations.

18. Installation, Training, and Support

18.1 On-site setup and installation services are tied to specific package limits provided by “Marn”, and constitute an add-on service requested based on package selection, field team availability at the Client’s site, and explicit terms in the price quote or order form.

18.2 All training services and instructional materials are provided remotely (via approved electronic means) according to the contracted package. Direct on-site training requests remain at “Marn”‘s discretion and subject to separate additional fees.

18.3 Delivery of installation and setup services is contingent upon full site readiness by the Client and completion of all technical and operational prerequisites before implementation begins.

18.4 The Client undertakes to appoint an authorized representative or technical lead to coordinate with “Marn” on all operations related to installation, activation, remote training, hardware receipt, and execution of handover/completion sign-offs.

19. Reports and Dashboards

19.1 “Marn” grants the Client access to reports, dashboards, and analytics available on its Platform as a non-exclusive right limited to the active Subscription Term and within the scope of the contracted package.

19.2 The Client acknowledges and agrees to “Marn’s absolute right to modify, update, discontinue, or enhance data display methods, or add/remove technical and analytical features from time to time without prior notice.

19.3 Reports and data generated by the Platform are provided as operational support tools and are prepared in accordance with the applicable requirements and standards of the Zakat, Tax and Customs Authority (ZATCA). Nevertheless, the Client remains responsible for reviewing and verifying the accuracy of such reports and data and ensuring their consistency with its accounting records and books before relying on them for the preparation or submission of any financial or tax returns or documents to the competent authorities.

20. Third-Party Services and Integrations

20.1 “Marn” platform services may integrate with applications, platforms, systems, or service providers belonging to third parties (such as payment gateways, delivery platforms, accounting software, and marketing tools).

20.2 The Client acknowledges and agrees that using third-party services and integrations is done at its sole risk and may be subject to independent terms, conditions, and privacy policies issued by those third parties.

20.3 Any delay or failure in API integration resulting from modifications or updates performed by a third party without prior notice to “Marn” shall not constitute a contractual breach by “Marn” nor entitle the Client to compensation.

20.4 The Client explicitly authorizes “Marn” to share and exchange necessary technical and operational data with third-party providers to the extent required to deliver Services, operate API integrations, or execute Client requests.

20.5 The Client alone assumes legal and contractual responsibility for ensuring that its use of third-party services and integrations complies with all applicable regulations and does not violate existing obligations.

20.6 Payment acceptance services for the Client’s customers are provided by banks or payment service providers licensed by the Saudi Central Bank under their own agreements with the Client. “Marn” is neither a party to nor a provider of such services, and its role is limited to technical integration with them.

21. Responsibilities of the Client

21.1 The Client undertakes to access and use the Services in accordance with this agreement and applicable laws in the Kingdom of Saudi Arabia, without harming “Marn”, its platform, or third-party rights.

21.2 The Client is prohibited from using the Services or Hardware for illegal, fraudulent, or deceptive purposes, or in any manner causing infringement of intellectual property, privacy, or other rights of “Marn” or third parties.

21.3 The Client agrees not to upload, publish, or transmit unlawful, harmful, defamatory, or destructive content via the Platform. Hacking attempts, disrupting infrastructure, bypassing technical/security controls, or using automated tools/bots for unauthorized access are strictly prohibited.

21.4 The Client warrants the accuracy of all data and documents provided to “Marn” and assumes sole responsibility for obtaining required statutory consents and licenses from its customers, employees, or end-users to share, process, or transfer their data via the Platform under applicable laws (including Personal Data Protection Law).

22. Client Content and Data

22.1 The Client retains ownership of all data and content related to its business (“Client Content”) and “Client Data” as defined in Clause (3.1.9), without prejudice to licenses and authorizations granted to “Marn” under this agreement.

22.2 The Client grants “Marn” a non-exclusive, worldwide, royalty-free, sublicensable license to use, copy, store, host, process, transmit, display, and modify Client Content and data to the extent necessary to provide, operate, support, enhance, and secure the Services.

22.3 The license referenced in Clause (22.2) includes processing sales data, menus, orders, products, branch/user logs, payments, and integrations as required by the operational nature of the Services.

22.4 The Client warrants full ownership or receipt of necessary legal rights and express consents permitting it to provide content and data to “Marn”, and that “Marn’s use thereof does not infringe third-party IP rights, trade secrets, or applicable laws.

22.5 “Marn” assumes no legal or financial liability regarding the accuracy, quality, completeness, or legality of Client Content entered into the Platform, and the Client shall be directly liable for any consequences arising therefrom.

23. Analytical Data and Aggregated Statistics

23.1 The Client, in its capacity as Data Controller, authorizes “Marn” to aggregate and anonymize all operational and behavioral data generated by the Client’s use of Services, and to use, process, and analyze the resulting aggregated or anonymized data for operational, commercial, and analytical purposes, including platform development, feature quality enhancement, performance benchmarking, and generating general sector metrics, and the Client’s acceptance of these Terms constitutes written instructions to that effect without the need for any additional consent.

23.2 “Marn” undertakes that all data and metrics extracted for analytical or benchmarking purposes shall be fully aggregated (Aggregated Data) or anonymized (Anonymized Data) to ensure that neither the Client, its business, customers, nor employees can be directly or indirectly identified, in accordance with applicable data protection laws and the anonymization rules issued by the Saudi Data and Artificial Intelligence Authority.

24. Privacy and Data Protection

24.1 All personal data collection and processing activities are governed by Marn’s Privacy Policy, which forms an integral part of this agreement and is incorporated herein by reference.

24.2 “Marn” has the right to collect, use, store, process, and transfer personal or commercial data relating to the Client or its users to the extent necessary for service provision, platform operation, support, performance enhancement, and regulatory compliance.

24.3 The Client explicitly consents to the transfer and exchange of transaction data, orders, menus, and end-customer data with external platforms or third-party service providers as technically necessary to operate integrations requested by the Client.

24.4 The Client, in its capacity as Data Controller, assumes full responsibility for complying with relevant laws (including Personal Data Protection Law), providing legal grounds, notifying data subjects, and securing required consents from customers, employees, and end-users regarding data processing via “Marn”.

24.5 For the purposes of implementing the Personal Data Protection Law (PDPL) and its Executive Regulations in KSA, the Client (Merchant) is the “Data Controller” and “Marn” is the “Data Processor” regarding consumer and end-customer personal data.

24.6 “Marn” covenants to process personal data strictly in accordance with written instructions issued by the Client and consistent with service purposes. “Marn” shall not sell, rent, or share personal data with third parties for marketing purposes.

24.7 In the event of a security breach or leakage of personal data stored with “Marn”, the Company covenants to notify the Client in writing immediately and in any event within seventy-two (72) hours of becoming aware of the incident, outlining the impact and corrective measures taken.

24.8 The Client grants “Marn” a general authorization to engage sub-processors for the processing of personal data, including Jahez Group companies for support, finance, audit, and cybersecurity purposes. “Marn” shall make a list of such sub-processors available within the Client’s Account and update it from time to time.

24.9 “Marn” applies appropriate organizational and technical measures to protect personal data against loss, damage, or unauthorized access or disclosure, consistent with regulatory requirements and industry standards.

24.10 “Marn” shall refer to the Client without delay any request received from data subjects concerning data processed on the Client’s behalf, and shall provide the Client with reasonable technical assistance to respond within the statutory periods, against reasonable fees where this requires exceptional effort.

24.11 Upon expiration or termination of the Services, Clause (31.1.6) shall apply to the Client’s data, and “Marn” shall destroy any personal data held by it and processed on the Client’s behalf after the lapse of the period specified therein, unless applicable laws require its retention.

24.12 “Marn” shall provide the Client, upon its written request, with evidence of its compliance with this Article. The Client may audit such compliance upon at least thirty (30) days’ prior notice, no more than once per year, at its own expense, and without prejudice to the security of the Platform or the confidentiality of the data of “Marn’s other clients.

24.13 “Marn” may transfer or process personal data outside the Kingdom of Saudi Arabia where operationally required, in accordance with the Personal Data Protection Law and the Regulation on Personal Data Transfer Outside the Kingdom and subject to the safeguards prescribed therein, and shall notify the Client thereof within its Account.

24.14 “Marn” shall not send marketing communications to the Client or its representatives except with their prior consent given upon Account creation or thereafter, with an unsubscribe option in every message; this does not apply to operational and contractual notifications.

25. Confidentiality and Non-Disclosure

25.1 Each party undertakes to maintain strict confidentiality of information and data (“Confidential Information”) obtained from the other party under or in connection with this agreement, and agrees to use it solely to perform these provisions and benefit from the Services.

25.2 Neither party may disclose Confidential Information to any third party, except under the following circumstances:

25.2.1 Obtaining prior explicit written consent from the disclosing party.

25.2.2 Disclosure to employees, professional advisors, legal representatives, or service providers whose duties require access to perform obligations, provided they are bound by confidentiality obligations no less protective than these terms.

25.2.3 Mandatory disclosure pursuant to applicable law, regulation, judicial order, or directive from a competent governmental authority.

25.3 Confidentiality obligations shall not apply to information that can be proven to:

25.3.1 Have become publicly available without breach of this agreement.

25.3.2 Have been lawfully known to the receiving party prior to receipt from the disclosing party.

25.3.3 Have been independently developed by the receiving party without reference to or use of Confidential Information.

25.3.4 Have been lawfully obtained from a third party not bound by a confidentiality obligation to the disclosing party.

25.4 Confidentiality obligations shall remain in effect throughout the business relationship between the parties and for five (5) years following the expiration or termination of this agreement for any reason, or for a longer period as mandated by laws governing trade secrets, and shall continue without time limit with respect to trade secrets and personal data.

26. Intellectual Property

26.1 Marn retains sole and exclusive ownership of all rights, titles, and interests in and to the Services, Platform, software, applications, designs, user interfaces, codes, logos, and trademarks belonging to it, in addition to all documentation and intellectual property rights associated therewith or derived therefrom.

26.2 Nothing in this Agreement shall grant or convey to the Client any ownership rights in Marn’s services, infrastructure, or intellectual property; rather, the Client is granted only a limited, temporary, non-exclusive, non-transferable right to use the Services strictly to the extent necessary to benefit from the available Services during the active Subscription Period only.

26.3 The Client is prohibited from using Marn’s trade name, logos, trademarks, or any elements of its intellectual property in any printed materials, advertising campaigns, or media outlets without obtaining prior written consent from Marn.

26.4 All suggestions, feedback, enhancement ideas, or feature requests provided by the Client regarding the Services or Platform shall become the sole property of Marn immediately upon submission. Marn shall have the right to use, develop, and integrate them into its services and platform without any financial compensation or obligation to the Client, provided that such use does not involve the disclosure of the Client’s data or confidential information.

27. Updates and Changes to Services

27.1 Marn reserves the right to perform periodic updates and developments to the Platform without prior notice, provided that such modifications aim to enhance performance or patch security vulnerabilities without diminishing the core functionality of the Service.

27.2 In the event that Marn intends to discontinue or remove a core feature or essential service contracted under the plan, Marn undertakes to provide written notice to the Client at least thirty (30) days prior to the date of discontinuation, committing to provide a reasonable technical equivalent or grant the Client a discount or financial adjustment proportionate to the cancelled features for the remaining term of the subscription.

27.3 Certain developmental updates may require the Client to take specific technical actions, such as updating the application’s operating system version, upgrading the specifications of its hardware and devices, or reconfiguring system settings.

27.4 The Client’s continued use of the Platform or utilization of the Services following any updates or modifications constitutes express acceptance and approval of such modifications in their new condition without any reservation.

27.5 Marn commits to conducting installations, maintenance, and periodic system updates during low-usage maintenance windows (typically between 2:00 AM and 5:00 AM KSA time), while providing at least twenty-four (24) hours’ advance notice to the Client in cases of scheduled maintenance, unless emergency breakdown conditions or cyber threats necessitate immediate maintenance outside this window, in which case the company shall endeavor to minimize service downtime to the extent possible.

28. Availability and Support

28.1 Marn strives to make the Platform and Services available in a stable and continuous manner within commercially reasonable limits, without this constituting a guarantee of uninterrupted, continuous service availability or complete freedom from errors and technical defects.

28.2 The Client acknowledges and accepts the possibility of service interruptions or degraded operational performance due to various factors, including: scheduled or emergency maintenance, technical updates, telecommunication network and equipment failures, outages caused by third-party service providers, force majeure events, or any other reasons beyond Marn’s reasonable control.

28.3 Marn shall exercise commercially reasonable professional efforts to address material outages and operational failures, and update the Platform to resolve them within appropriate and acceptable timelines according to the nature of the Service and the contracted plan type, without incurring any compensatory obligations unless explicitly agreed otherwise in writing.

28.4 Business Continuity and Data Backup:

28.4.1 “Marn” shall implement technically approved procedures and policies for the periodic backup of the Client’s data stored on the Platform and maintain such backups in a secure and independent cloud environment within the Kingdom of Saudi Arabia. Where the provision of the Services requires the processing or transfer of certain data outside the Kingdom, such processing or transfer shall be limited to the minimum extent necessary and carried out in accordance with applicable laws and regulations.

28.4.2 The company maintains a Business Continuity and Disaster Recovery (DR) plan designed to restore Platform operations and recover primary data as promptly as possible, in accordance with commercially and technically reasonable standards.

28.4.3 In the event of a technical incident resulting in partial loss or corruption of Client data due to a direct failure in Marn’s infrastructure, the company will exercise reasonable efforts to restore the data from the latest uncorrupted backup available, without incurring any financial compensation exceeding the liability caps specified in Clause 34 herein.

29. Refund and Cancellation Policy

29.1 As a general rule, all fees and payments made to Marn are final and non-refundable, except as expressly provided under the terms of this Clause.

29.2 The Client’s right to request subscription cancellation and fee refunds is strictly limited to a maximum period of fourteen (14) days from the invoice issuance date. No cancellation after the expiration of this period shall entitle the Client to any refund, and the fees for the contracted Subscription Term and the hardware installments shall remain fully due and payable. The following conditions and exceptions apply during the aforementioned 14-day window:

29.2.1 Cancellation Prior to Hardware Dispatch: If the cancellation request is submitted before hardware dispatch procedures begin and prior to the items leaving the warehouse, the Client shall be entitled to a full refund of all amounts paid (subscription fees and hardware fees).

29.2.2 Cancellation During Transit/Shipping: If the cancellation request is submitted while hardware is in transit and prior to physical receipt by the Client, the Client shall be entitled to a refund of subscription and hardware fees, whereas shipping fees and costs shall be non-refundable.

29.2.3 Cancellation After Hardware Delivery: If the cancellation request is submitted after the hardware has been delivered and received, hardware fees and shipping costs shall be strictly non-refundable, and any refund shall be limited solely to the remaining unused subscription fees.

29.2.4 Subscriptions via “Jahez Wallet”: The Client may not cancel subscriptions executed via Jahez Wallet unless full payment for the hardware items and associated fees has been settled in advance, as hardware is non-refundable and must be fully settled to complete cancellation.

29.2.5 Hardware and Accessories under Promotional Offers: If the Client receives any Hardware or accessory under a promotional offer at a discounted or zero price, the Promotional Discount shall be conditional upon the Client’s continued subscription. If the Client cancels the subscription after receiving such Hardware or accessory, even within the permitted cancellation period, the Hardware or accessory shall be non-returnable and non-refundable, and the Client shall no longer be entitled to the Promotional Discount. Its value shall be calculated based on the original pre-discount price disclosed to the Client at the time of subscription and deducted from any amount refundable to the Client. The Client shall pay any remaining balance before the cancellation is completed.

29.3 Subject to the conditions set forth in Clause 29.2, where a refund is granted within the eligible timeframe, the refunded amount shall in no case include: installation services, training, professional services, third-party services, government fees, or any actual expenses incurred by Marn to execute the contract.

29.4 Upon approval by Marn of any refund request in accordance with this Clause, payments shall be processed and returned in accordance with Marn’s internal financial cycles and operational approval procedures.

29.5 Cancellation or termination of subscription shall not relieve the Client of its obligation to pay any outstanding fees or amounts accrued and due to Marn prior to the date of cancellation.

29.6 The Client must submit cancellation requests via approved email or Marn’s unified communications number. Under penalty of rejection, the request must include the following mandatory documents and details:

29.6.1 Subscription invoice.

29.6.2 Proof of payment (payment receipt or bank transfer confirmation).

29.6.3 International Bank Account Number (IBAN) used for the transaction.

29.6.4 Copy of the subscribing entity’s Commercial Registration (CR).

29.6.5 Entity name as stated in the Commercial Registration.

29.6.6 Reasons for the cancellation request.

29.6.7 Proof of Hardware Settlement: In cases where the Client has received hardware (Clause 29.2.3) or subscribed via Jahez Wallet (Clause 29.2.4), the cancellation request shall not be deemed complete or valid, nor shall recurring billing cease, until the Client provides proof of full advance payment or complete financial settlement of the hardware value.

Marn undertakes to issue an “Acknowledgement and Cancellation Validation Notice” within three (3) business days from the date of receiving a complete request with all required documentation.

29.7 The issuance date of the approved Cancellation Notice shall serve as the official governing date to stop upcoming automated billing and direct debits. Marn’s billing department commits to stopping any active automated debits from partner wallets (such as Jahez Wallet) immediately upon approval of the cancellation request and completion of required financial settlements.

29.8 Promotional Offers and Additional Services: Except as otherwise provided in this Article, all fees paid for promotional offers and additional services, including, but not limited to: (Prime, Top Listing), shall be strictly non-cancellable and non-refundable once the service or offer has been activated for the Client.

30. Service Suspension and Termination for Breach

30.1 Marn reserves the right, at its sole discretion and without incurring any liability, to suspend access to the Services, restrict functionality, or terminate the Agreement immediately in any of the following events:

30.1.1 The Client violates or breaches any provision of this Agreement.

30.1.2 The Client provides incorrect, incomplete, or misleading information, data, or documentation.

30.1.3 The Platform or Hardware is used for illegal, fraudulent, or harmful purposes impacting Marn’s business operations or reputation.

30.1.4 Infringement or violation of the intellectual property or privacy rights of Marn or any third party.

30.1.5 Failure or delay by the Client to provide necessary operational data, information, or setup requirements needed to activate the Service.

30.1.6 Determination that the Client’s usage poses a security threat or operational risk to the stability or infrastructure of the Platform.

30.1.7 Issuance of an order, direction, or regulatory mandate from a competent judicial or governmental authority requiring such action.

30.2 Marn may, at its sole discretion, issue a notice allowing the Client a specified cure period to remedy the breach, unless the breach is material, poses a security threat, or requires immediate suspension in Marn’s judgment.

30.3 In the event of Service or Agreement termination due to Client breach, the Client forfeits all rights to refunds for any prepaid amounts or fees, and all outstanding deferred amounts become immediately due and payable to Marn, unless mandatory applicable laws provide otherwise.

31. Consequences of Expiration or Termination

31.1 Upon expiration or termination of this Agreement for any reason, the following consequences shall immediately apply:

31.1.1 Immediate termination of the Client’s right to use the Platform and access available Services thereunder.

31.1.2 Immediate and complete cessation by the Client of all use of the Services and associated tools or features.

31.1.3 Marn reserves the right to disable the Client’s account and revoke API access and integration credentials immediately.

31.1.4 Full settlement and immediate payment by the Client of all outstanding amounts and fees due to Marn.

31.1.5 Obligation of the Client to return all hardware, tools, and equipment owned by Marn (if any) in sound and usable condition.

31.1.6 The Client is obligated to export and extract all operational and financial data prior to the date of contract expiration or termination. Marn undertakes to keep Client data available for export and download upon written request for a period of thirty (30) days from the service termination date, subject to applicable an export service fees. Upon expiration of this period, Marn reserves the right to permanently purge and delete the data from its operational servers, unless Saudi regulations mandate longer retention periods for specific digital records and certificates.

31.1.7 The Client assumes full responsibility for backing up, exporting, and saving its data outside the Platform prior to the effective termination date or the window specified in Clause 31.1.6.

31.2 Provisions and obligations which by their nature are intended to survive termination shall remain in full force and effect following expiration or termination, including without limitation: confidentiality obligations, non-disclosure, intellectual property rights, outstanding payment obligations, limitation of liability, indemnities, governing law, and jurisdiction.

31.3 “Marn” may, at its discretion, archive or close the Client’s Account and delete its data if the Client has no active subscription and has not used the Services for six (6) consecutive months, in which case Clause (31.1.6) shall apply to the data.

32. Disclaimers and Warranties

32.1 The Services, Platform, and Hardware are provided on an “AS IS” and “AS AVAILABLE” basis. The Client’s use of the Services and Platform is at its sole and independent risk.

32.2 To the maximum extent permitted by applicable law, Marn disclaims all warranties of any kind, whether express or implied, including but not limited to warranties regarding:

32.2.1 Fitness of the Services or quality for a particular purpose or specific commercial activity of the Client.

32.2.2 Freedom of the Services from errors, technical bugs, security vulnerabilities, or unscheduled downtime.

32.2.3 Accuracy, completeness, or reliability of reports, data, or results generated through the Platform.

32.2.4 Compatibility of the Services with all devices, operating systems, or internal technical requirements of the Client.

32.2.5 Continuous operation of third-party services or stability of external API integrations and connections.

32.3 The Client acknowledges and agrees that Marn may rely on third-party vendors and providers (for hardware, software, telecommunication networks, or infrastructure), and Marn assumes no liability for the acts, omissions, or failures of such third parties, save for the data sub-processors engaged by Marn, to whom Article (24) shall apply, nor for any external links or content accessed through the Services.

32.4 Marn disclaims all liability for failures, damages, or technical issues resulting from:

32.4.1 Misuse of the Services by the Client, or unauthorized/incorrect usage by its employees or users.

32.4.2 Client’s technical configurations, or defects in its internal systems, hardware, or internet connection.

32.4.3 Non-compliance by the Client with operational guidelines, instructions, or technical prerequisites issued by Marn.

32.5 Any warranties, whether statutory or explicitly stated in writing, shall expire upon the expiration or termination of this Agreement for any reason.

33. Force Majeure

33.1 In the event of a Force Majeure event causing impossibility of or delay in the performance of obligations under this Agreement, the affected party shall notify the other party in writing within seven (7) calendar days from the occurrence date.

33.2 Upon occurrence of Force Majeure, performance obligations of the affected party under this Agreement shall be suspended for the duration of the event, and the affected party shall not be liable for any delay or failure in performance during this period.

33.3 Force Majeure shall not relieve the Client from its obligation to settle any amounts or fees due to the company for services or hardware delivered prior to the event.

33.4 If a Force Majeure event continues for more than sixty (60) consecutive days, either party shall have the right to terminate this Agreement via written notice without incurring liability or compensation obligations to the other party.

34. Limitation of Liability and Waiver

34.1 Subject to Clause (34.2), the Client expressly waives, to the fullest extent permitted by law, any claims, demands, or causes of action against Marn or its affiliates (including subsidiaries, officers, directors, employees, agents, licensors, and suppliers) arising out of or related to the use of Services or third-party products and integrations.

34.2 Without prejudice to liability for intentional misconduct or gross negligence, the parties expressly agree that Marn’s total cumulative financial and compensatory liability for any direct damages or claims arising out of or related to this Agreement shall in no event exceed an amount equivalent to six (6) months of the subscription fees contracted at the time the dispute or claim arises.

34.3 Marn shall in no event be liable for any loss of profits, revenues, or business opportunities, loss of data, or any indirect or consequential damages, even if advised of the possibility thereof.

34.4 The Client shall indemnify Marn, its affiliates, officers, and employees against any claims, damages, or costs (including reasonable legal fees) arising from Client Content or Client Data, the Client’s violation of applicable laws or of these Terms, its unlawful use of the Services or Hardware, or its breach of its obligations relating to its customers’ data, and Marn shall be entitled to conduct the defense of any such claim at the Client’s expense.

35. Notices

35.1 Notices issued by Marn to the Client shall be deemed valid, legally effective, and binding if sent through any of the following channels:

35.1.1 Email address registered in the Client’s account.

35.1.2 In-app notifications via the Platform, account dashboard, or application.

35.1.3 SMS or approved instant messaging applications sent to the registered mobile number.

35.1.4 Any other address or contact method provided by the Client to Marn.

35.2 A notice shall be deemed delivered and effective against the Client as of the date and time of dispatch to the registered contact details, unless Marn receives an automated delivery failure notification.

35.3 The Client is obligated to regularly review and update its contact information and notify Marn immediately of any changes. The Client assumes full legal responsibility for any consequences arising from failure to maintain updated contact details or non-receipt of notices resulting therefrom.

36. Assignment and Transfer

36.1 The Client may not assign, transfer, or delegate this Agreement, or any of its rights or obligations hereunder, to any third party, whether voluntarily, involuntarily, by operation of law, or pursuant to a change of control or ownership, without prior written consent from an authorized representative of Marn.

36.2 Any attempted assignment or delegation in violation of Clause 36.1 shall be null, void, and of no legal effect, and authorized assignments shall not relieve the Client of its accrued obligations or liabilities under these Terms.

36.3 Marn reserves the right, without requiring Client consent, to assign, transfer, or novate this Agreement or any of its rights and obligations hereunder to any affiliate, legal successor, or entity acquiring its assets, shares, or a substantial portion of its business.

36.4 This Agreement shall be binding upon and inure to the benefit of the parties and their respective legal successors, permitted assigns, and executive heirs under the terms of this Clause.

37. Severability and Savings Clause

37.1 If any provision or condition of this Agreement is held or declared invalid, unlawful, or unenforceable in whole or in part under any applicable law or by a competent court or authority, such invalidity shall not affect the validity, legality, or enforceability of the remaining provisions, which shall remain in full force and effect.

37.2 Any invalid or unenforceable provision shall be automatically construed or replaced by a valid, legal, and enforceable provision that comes closest to expressing the commercial, legal, and economic intent of the original provision.

38. Entire Agreement and Integration

38.1 These Terms and Conditions, together with the Quotation/Offer, Privacy Policy, and any attached schedules or referenced policies, constitute the final, complete, and entire agreement between Marn and the Client regarding the subject matter of service and platform provision.

38.2 This Agreement supersedes and cancels all prior written or oral proposals, understandings, communications, negotiations, promises, and agreements between the parties regarding the same subject matter, unless otherwise agreed in a subsequent written amendment signed by authorized representatives of both parties.

38.3 No delay or failure by either party in exercising any right under these Terms shall constitute a waiver thereof, no waiver of a right in a particular instance shall constitute a waiver in any other instance, and no waiver shall be effective unless made in writing.

38.4 The parties are independent contractors, and nothing in these Terms creates any partnership, agency, joint venture, or employment relationship between them.

39. Amendments to Terms and Conditions

39.1 Marn reserves the right to amend, update, or modify these Terms and Conditions or any related policies from time to time to reflect service developments or legal/operational requirements, provided that the Client is notified of any amendment at least thirty (30) days before its effective date via the registered email or within the Platform, that each version of these Terms bears a version number and an effective date, and that previous versions are retained, except for amendments to Fees, which are governed by Clauses (12.8) and (12.9).

39.2 The Client’s continued access to the Services or use of the Platform and Hardware after the effective date of modifications shall constitute explicit acknowledgment and acceptance of the revised Terms.

39.3 Material amendments relating to Fees or to the scope of the Services shall not apply to active fixed-term subscriptions until their renewal.

39.4 These Terms shall apply to existing Clients upon the expiry of thirty (30) days from the date on which they are notified thereof and shall be presented to them for explicit acceptance upon their next login to the Platform. In all cases, the Client’s continued use of the Services after the expiry of the thirty (30)-day period shall constitute acceptance of these Terms.

40. Governing Law and Jurisdiction

40.1 These Terms and Conditions shall be governed by, construed, and enforced in accordance with the laws, regulations, and administrative instructions in force in the Kingdom of Saudi Arabia.

40.2 The competent court in the City of Riyadh shall have exclusive jurisdiction to settle any dispute, claim, controversy, or legal proceeding arising out of or related to these Terms and Conditions, the Platform, the Services, or the formation, interpretation, performance, breach, or invalidity of this Agreement, unless the parties expressly agree in writing in advance to an alternative dispute resolution mechanism (such as arbitration or mediation).

41. App Store Specific Terms

41.1 If the Client downloads the Marn application through third-party application stores (such as Apple App Store or Google Play), the use of the application shall also be subject to the terms of service of the respective app store.

41.2 This Agreement is entered into exclusively between the Client and Marn. The app store provider is not a party to this Agreement and assumes no responsibility for providing the Services, application maintenance, or technical support, except for the minimum requirements mandated by store policies or applicable law.

41.3 In the event of a direct conflict between the terms of this Agreement and the terms of the relevant app store, the app store terms shall govern strictly to the extent required for downloading, installing, and utilizing the application via that platform.

42. Authorized Communication Channels

42.1 Marn designates the following official communication channels for receiving Client requests, inquiries, formal notices, service reports, or complaints:

42.1.1 Official Support Email: [email protected]

42.1.2 Unified Phone / Official WhatsApp: 966920006276 / 920006276

42.2 Should the Client wish to submit any request (including plan modifications, technical support requests, cancellation requests, inquiries, or formal disputes and complaints), the Client must submit such request strictly through one of the authorized channels specified in Clause 42.1 above, using the contact details registered in its Marn account.

42.3 No requests, correspondence, or notices issued by the Client shall be deemed valid, legally effective, or binding upon Marn unless submitted through the channels specified in Clause 42.1 and accompanied by sufficient information and verification data to confirm the identity and authority of the requesting entity.