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Merchant Onboarding Agreement
Electronic Contract for Managed Digital Marketplace Services (Managed Marketplace Agreement)
Issued by Tajarat for TRADING — State of Qatar
First Party (the Platform)
Tajarat for TRADING (Limited Liability Company), established under the laws and regulations applicable in the State of Qatar, and operator of the Tajarat digital Platform.
Second Party (the Merchant)
The trader or Merchant whose details are registered electronically with the Platform and who has the legal and regulatory capacity to conduct commercial activity.
Legal Preamble
Whereas Tajarat is an electronic platform operating under a managed digital marketplace model and specializing in providing a digital marketplace that connects traders and service providers on the one hand with Customers wishing to purchase goods or services on the other, through a technical infrastructure that enables traders to display their products or services, manage Orders and complete sales transactions in accordance with the systems and Policies adopted by the Platform, without the Platform being a principal party to sale, supply or service contracts concluded between the trader and the Customer except to the extent provided by this Agreement or required by law;
And whereas the trader has expressed a desire to benefit from the technical and commercial services provided by the Platform, and acknowledges having reviewed all provisions of this Agreement and Platform Policies and accepting the obligation to comply with them, the parties, being fully legally competent, agree, after acknowledging that this Preamble and all appendices, Policies, guidelines and instructions published or to be published in the future through the Platform form an integral, supplementary and interpretative part of this Agreement, as follows:
Part One: General Provisions
Article (1): Definitions and Terms
For the purposes of this Agreement, the following words and expressions shall have the meanings set out below unless the context requires otherwise:
Platform: the Tajarat digital Platform, including the website, smart applications, Merchant dashboard, and related technical systems and software.
Agreement: the Merchant Onboarding Agreement for the Tajarat Platform, including its appendices, Policies and subsequent amendments.
Company: the legal person that owns or operates the Tajarat Platform, or any company that lawfully succeeds it or to which ownership, management or operation of the Platform is transferred.
Authorized User: any person whom the trader permits to use the Account or manage the store or products.
Electronic Store: the digital space allocated to the trader within the Platform for displaying products or services.
Underlying Sale Contract: the contractual relationship that arises directly between the Customer and the trader upon acceptance of an Order and remains legally independent from this Agreement unless the law or this Agreement provides otherwise.
Electronic Services: all technical, marketing, administrative, logistics, financial, analytical, advertising, software or other services currently or subsequently provided by the Platform.
Balance: all amounts due to the trader after settlements, discounts and statutory or contractual deductions.
Financial Settlement: the process of calculating the respective entitlements of the Platform and the trader and setting them off before transferring amounts due.
Data: all information, documents, records, images, files, content, commercial, personal, technical, financial or operational data provided, exchanged or generated through use of the Platform.
Personal Data: data that directly or indirectly identifies a natural person, in accordance with Qatari legislation governing Personal Data protection.
Intellectual Property Rights: all rights relating to trademarks, trade names, copyright, patents, industrial designs, trade secrets, databases, software, designs, domain names and any similar rights recognized by law.
Applicable Laws: all laws, regulations, decisions and regulatory instructions in force in the State of Qatar, as amended from time to time.
Competent Authority: any ministry, body, regulatory, supervisory, judicial, security, tax, banking or administrative authority or other competent public authority in the State of Qatar.
Electronic Notice: any notice given by email, text message, in-app notification, dashboard or any electronic communication method adopted by the Platform.
Merchant: any natural or legal person whom the Platform approves for registration and permits to sell through the Platform in accordance with this Agreement.
Customer: any natural or legal person who purchases goods and products or benefits from services offered through the Platform.
Account: the electronic Account allocated to the Merchant on the Platform through which the Merchant can manage products, Orders and settlements.
Products: all lawful goods, merchandise and items registered in the Merchant's name and offered for sale through the Platform.
Order: a purchase order issued by the Customer through the Platform and containing one or more products.
Completed Order: an Order successfully received by the Customer for which the specified return period has elapsed without an accepted objection.
Commission: the financial consideration due to the Platform for technical and operational services in accordance with the approved commission schedule or agreement, as applicable.
Operating Fees: any additional financial obligations relating to optional services, shipping, packaging or digital payment processing.
Content: all text, images, data, trademarks and logos entered by the Merchant on the Platform.
Customer Data: Personal Data and Customer information made available solely for the purposes of Order fulfilment and delivery.
Policies: all controls, regulations and instructions published on the Platform, such as the Privacy Policy, Terms and Conditions and Returns Policy, together with instructions adopted by the Platform and published or communicated to the trader by any electronic means.
Force Majeure: any general exceptional event that cannot be foreseen, prevented or its effects avoided and that results in impossibility of performing an obligation, in accordance with Qatari law.
Article (2): Rules of Interpretation
1. Headings of Parts, Chapters and Articles are inserted for convenience only and shall not be used to interpret this Agreement.
2. Words in the singular include the plural, and words in the plural include the singular, where the context requires.
3. References to a natural person include a legal person, and vice versa, where appropriate.
4. A reference to any law, regulation or decision includes all amendments to it and any replacement legislation.
5. Appendices, Policies, guidelines, operational manuals and instructions issued by the Platform form an integral part of this Agreement and have the same legal effect in accordance with this Agreement.
6. In the event of conflict between this Agreement and an operational Policy, this Agreement shall prevail unless a subsequent amendment was issued in accordance with the amendment mechanism in this Agreement.
7. No ambiguity, omission or conflict in this Agreement shall be construed against either party on the basis that such party drafted it. Its provisions shall instead be interpreted to give effect to good faith, the economic purpose of the contract and a balance between the parties' interests, to the extent not inconsistent with mandatory rules of law.
Article (2): Nature of the Legal Relationship
1. The Platform operates as a technical intermediary and operator of a managed electronic marketplace according to the second version. Its role is limited to operating and managing an electronic marketplace that provides the technical means enabling traders and Customers to meet and conclude transactions in accordance with this Agreement.
2. This Agreement does not under any circumstances create an employment relationship, formal agency, commercial partnership, joint venture or franchise between the parties.
3. The Merchant remains fully and independently responsible for all of its acts, products, and tax and legal obligations toward Customers and official authorities.
4. The Platform provides operational and technical interconnection services without ownership of displayed goods transferring to it, and is not a party to the direct sale contract between the Merchant and the Customer except to the extent expressly provided by law.
Article (3): Scope of Platform Services
The Platform provides the Merchant with the following services and solutions in accordance with the approved operating model:
1. Providing digital storefronts and enabling listing and marketing of products.
2. Managing Order processes and facilitating digital payment processing through approved gateways.
3. Issuing operational and financial reports and conducting periodic financial settlements.
Technical integration with logistics service providers and transport and delivery companies.
Article (4): No Exclusive Rights
1. This Agreement does not grant the trader any exclusive right to use the Platform or benefit from its Services.
2. The Platform may accept any number of traders, including the trader's competitors, conduct any similar activity or enter into agreements with any other parties, without this constituting a breach of this Agreement.
3. The trader must notify the Platform if the trader wishes to conduct its activity through any other platforms or means, unless the parties agree otherwise in writing.
Part Two: Merchant Registration and Verification Procedures (KYC)
Article (5): Conditions for Joining
Acceptance of a Merchant and continued operation of the Account require:
1. Full legal and commercial capacity to carry on the activity.
2. Submission of all identification data and official documents requested by the Platform.
3. Legality of the activity and products under the laws and regulations of the State of Qatar.
4. The Merchant Account must not previously have been cancelled or terminated because of material violations of public morals or regulations.
Article (6): Registration Procedures
When submitting a Registration Application, the Merchant shall accurately complete the forms, provide approved bank account details in the Merchant's name, and choose a trade name that does not infringe third-party Intellectual Property Rights or public order.
Article (7): Know Your Customer (KYC) Verification
The Platform may require submission of a personal identification card, Commercial Registration, Commercial License, national address details and ultimate beneficial owner information to verify the Merchant's identity and compliance with financial regulations and anti-money-laundering requirements.
Article (8): Updating Data
The Merchant shall notify the Platform and update its registered information (trade name, contact details, bank account and licenses) immediately upon any change and no later than five (5) business days thereafter.
Article (9): Acceptance or Rejection of Application
The Platform reserves the absolute right to accept or reject any application to join based on its operational criteria, legal compliance and risk assessment, without any obligation to pay compensation for rejection.
Article (10): Account and Compliance Review
The Platform may periodically review the Merchant's activity and records on the Platform to verify compliance with relevant Policies and laws.
Article (11): Account Suspension and Reactivation
The Platform may temporarily suspend the Merchant Account in the event of contractual violations, elevated complaint levels, suspected fraud or pursuant to orders from competent government authorities.
Part Three: Merchant Obligations
Article (12): General Obligations
The Merchant shall fully comply with the laws of the State of Qatar, particularly laws relating to electronic commerce, consumer protection, data protection, intellectual property, terrorist financing, economic sanctions, licensed commercial activities, product safety and any other regulatory requirements relevant to the nature of the trader's activity, and shall conduct business in good faith. The trader shall refrain from any act or practice that may harm the Platform, its Users or other traders, or adversely affect the integrity of transactions or trust. The trader shall conduct business independently and in a manner that does not cause the Platform to incur legal, financial or regulatory liability as a result of the trader's acts or omissions.
Article (13): Guarantee of Product Quality and Legality
The Merchant undertakes that all products are genuine, not counterfeit, not adulterated, compliant with Qatari standards, safe for use and free from hidden defects.
Article (14): Accuracy of Product Descriptions
The Merchant shall provide an accurate description in Arabic (and English where possible), stating prices inclusive of taxes, sizes, materials, country of origin and instructions for use.
Article (15): Inventory and Availability Management
The Merchant shall update inventory through the dashboard in real time. Selling unavailable products constitutes an operational violation for which the Merchant bears the consequences.
Article (16): Pricing and Fair Competition
The Merchant shall clearly determine product prices. Fictitious pricing or manipulation of discounts and promotional offers in a manner that misleads Customers is prohibited.
Article (17): Order Acceptance and Preparation
The Merchant shall accept Orders promptly upon receipt and prepare and package them in accordance with approved standards within the timeframe specified in the operating manual.
Article (18): Customer Communication and Prohibition on Off-Platform Dealings
The Merchant is prohibited from communicating directly with Customers outside the channels approved by the Platform, or inducing Customers to purchase directly in order to avoid Platform commissions.
Article (19): Compliance with Operating Instructions
The Merchant shall comply with all operating instructions and work manuals issued by the Platform to ensure the quality and speed of service delivery.
Article (20): Cooperation in Investigations and Complaints
The Merchant shall respond to Platform inquiries and Customer complaints within twenty-four (24) hours from the date of notice.
Article (21): Compliance with Internal Policies
1. The Platform may adopt internal Policies and procedures relating to risk management, compliance, information security, anti-fraud, Customer protection or other operational requirements.
2. The trader shall comply with such Policies in accordance with this Agreement.
3. Such Policies may not be interpreted in a manner inconsistent with this Agreement or mandatory rules of law. In the event of conflict, this Agreement shall prevail, followed by mandatory legal rules.
Article (22): Confidentiality of Login Credentials
1. The trader shall maintain the confidentiality of all Account login credentials, including usernames, passwords, multi-factor authentication tools, activation codes and any other security methods adopted by the Platform.
2. The trader is prohibited from disclosing such credentials or enabling any unauthorized person to use them.
3. The trader is responsible for all transactions performed using the Account until the Platform is formally notified of loss of control over it and takes the necessary technical measures in accordance with approved Policies.
4. The Platform is not responsible for damage resulting from the trader's negligence in safeguarding or misuse of access methods.
Article (23): Authorized Users
1. If made available by the Platform, the trader may appoint Authorized Users to manage the Account.
2. The trader is fully responsible for all acts and conduct of Authorized Users as if personally performed by the trader.
3. Granting permissions to Authorized Users does not create any direct legal relationship between them and the Platform.
4. The Platform may determine technical permission levels for each User in accordance with its operating systems.
Article (24): Personal Nature and Non-Transferability of the Account
1. The Account is personal and linked to the trader in whose name it was issued. It may not be sold, assigned, leased, licensed, pledged, transferred or otherwise disposed of, in whole or in part, without prior written approval of the Platform.
2. Any disposition in breach of the foregoing is ineffective against the Platform and entitles the Platform to take the actions provided for in this Agreement.
Article (25): Graduated Contractual Sanctions
If the Merchant breaches its obligations, the Platform may take graduated measures including, for example, a written warning, operational fines, withholding disputed amounts, suspension of the Account, or any other measures it considers appropriate under the followed Policy, or termination of the Agreement.
Part Four: Products, Quality Standards and Compliance
Article (26): Product Acceptance Conditions
Products must be owned by the Merchant or the Merchant must be officially authorized to sell them, and they must not be included on any prohibited or restricted materials list.
Article (27): Storage and Safety Requirements
The Merchant shall store and transport products in suitable health and environmental conditions that preserve their safety and prevent damage.
Article (28): Products Subject to Special Licensing
Products requiring licenses from the Ministry of Public Health, Ministry of Commerce and Industry or other authorities must have their valid certificates and licenses submitted to the Platform before listing.
Article (29): Prohibition on Counterfeit and Non-Compliant Products
It is strictly prohibited to offer counterfeit, expired, stolen or pornographic goods, or goods contrary to the values and public order of the State of Qatar.
Article (30): Removal of Non-Compliant Goods
The Platform may immediately and without prior notice block or remove any product that violates laws or rights or poses a risk to consumers.
Article (31): Consumer Safety Responsibility
The Merchant bears full civil and criminal responsibility for any bodily or material harm suffered by a Customer as a result of manufacturing defects or product-safety issues.
Article (32): Product Recall Procedures
If any product is discovered to be dangerous, the Merchant must immediately notify the Platform and bear all costs of recalling the product, withdrawing returned items and refunding Customers.
Article (33): Integrity of Ratings and Reviews
Manipulation of the ratings system by publishing false reviews or purchasing positive ratings is prohibited, and the Platform may delete violating reviews.
Article (34): Participation in Offers and Marketing Seasons
Merchant participation in discount and promotional campaigns shall be based on the Merchant's approval or the terms of the selected commercial plan.
Article (35): Product Availability
The trader shall display only products or services that are actually available.
The trader must continuously update availability status whenever a material change occurs.
The trader alone bears the consequences of accepting Orders for unavailable products or services, without prejudice to the Platform's rights to apply the measures provided in this Agreement.
Article (36): Audit and Inspection
The Platform may request random samples or conduct an inspection to verify that offered products conform to advertised specifications.
Part Five: Order Management, Shipping and Delivery
Article (37): Order Rules and Receipt
Orders received through the Platform become binding once accepted. The Merchant may not cancel an Order after acceptance except in force majeure circumstances approved by the Platform.
Article (38): Packing and Packaging
The Merchant shall use appropriate packaging that protects products from breakage and damage during transport and shipping.
Article (39): Shipping and Delivery Mechanism
Delivery and shipping are carried out through logistics partners approved by the Platform in accordance with the timeframes specified for Customers.
Article (40): Transfer of Risk
The risk of loss or damage to goods remains with the Merchant until formal handover to the shipping company or the Customer, depending on the approved operational mechanism.
Article (41): Handling Delays and Cancellations
The Merchant bears administrative and shipping fees arising from Order cancellations caused by preparation delays or lack of stock.
Part Six: Commissions, Payments and Financial Settlements
Article (42): Commission and Fee Structure
The Platform is entitled to a commission estimated at 25% of the value of each Completed Order in accordance with the commercial schedule attached to this Agreement, and the Platform may increase or decrease this percentage.
Article (43): Collection of Funds and Authorization
The Merchant fully authorizes the Platform to collect sales and Order amounts on the Merchant's behalf through electronic payment gateways.
Article (44): Financial Settlement Cycles
Approved financial settlements are carried out and net profits due are transferred periodically on a monthly basis to the bank account registered in the Merchant's name, after verification that Orders have been completed, Customers have received products, and the periods required to process any returns or claims have elapsed, and after deduction of commissions, fees and amounts due under this Agreement and the Policies approved by the Platform.
Article (45): Right of Set-Off and Financial Hold
The Platform may hold amounts due to the Merchant or set them off against financial obligations, fines or returns arising from Customer claims.
Article (46): Taxes and Government Fees
The Merchant bears all taxes and government fees due on its activity and sales in accordance with tax legislation issued in the State of Qatar.
Part Seven: Returns, Exchanges and Refunds
Article (47): Compliance with Consumer Protection Law
All return and exchange requests are subject to Law No. (8) of 2008 concerning Consumer Protection and the Platform's Returns Policy.
Article (48): Approved Return Cases
The Customer is entitled to return a product and recover its value where there is a manufacturing defect, non-conformity with the description or damage during delivery.
Article (49): Products Excluded from Return
Goods manufactured to special order, personal and perishable goods, and opened digital products are excluded from return.
Part Eight: Data Protection, Confidentiality and Intellectual Property
Article (50): Compliance with Personal Data Protection Law
Both parties shall comply with Law No. (13) of 2016 concerning Personal Data Privacy Protection in the State of Qatar.
Article (51): Prohibition on Use of Customer Data
The Merchant is prohibited from exploiting, storing or selling Customer Data or using it for direct external marketing without express consent.
Article (52): Platform Intellectual Property
All trademarks, software, interfaces and Intellectual Property Rights relating to the Platform are the exclusive property of Tajarat for TRADING.
Article (53): License to Use Content
The Merchant grants the Platform a free, non-exclusive license to use product images and descriptions for display and marketing through the Platform.
Part Nine: Liability, Indemnity and Limitations of Liability
Article (54): Full Merchant Responsibility
The Merchant bears full legal responsibility for products, Content and obligations toward consumers and official authorities.
Article (55): Comprehensive Indemnity
The Merchant undertakes to indemnify and protect the Platform, its directors and employees against any damage, claims, fines or litigation costs arising from the Merchant's breach of this Agreement.
Article (56): Limitations of Platform Liability
The Platform is not liable for lost profits or indirect losses, and the cap on the Platform's direct liability is limited to the total commissions collected from the Merchant during the three months preceding the dispute.
Part Ten: Term and Termination of the Agreement
Article (57): Effectiveness and Term
This Agreement takes effect from the date of electronic acceptance and continues for an indefinite term unless terminated by either party on thirty (30) days' written notice.
Article (58): Immediate Termination for Misconduct
The Platform may immediately terminate this Agreement and block the Account if the Merchant commits fraud, sells prohibited products, seriously infringes third-party rights, commits a material breach, uses the Platform for unlawful activity, submits forged data or documents, repeatedly commits serious violations, or where continuation of the contractual relationship would expose the Platform, its Users or third parties to serious legal, financial or operational risk, or in the event of any breach of this Agreement.
Article (59): Settlement Upon Termination
Upon termination, outstanding amounts and Orders shall be settled within sixty (60) days to ensure satisfaction of Customer rights and returns.
Part Eleven: Dispute Resolution
Article (60): Governing Law
This Agreement is governed by and interpreted in accordance with the laws and regulations applicable in the State of Qatar.
Article (61): Capacity and Dispute Resolution
If any dispute arises in connection with the interpretation or performance of this Agreement, it shall be settled amicably within thirty (30) days. If settlement is not possible, the Qatari courts shall have jurisdiction. Add to these provisions the Platform's right to make any subsequent amendments to the provisions of this Agreement without requiring Customer approval and that the Customer's signature on this Agreement is a signature on the amendments, without prejudice to the Customer's fundamental rights.
Part Twelve: General Provisions
Article (62): Severability of Provisions
If any provision of this Agreement is found to be invalid, this does not affect the validity and enforceability of the remaining provisions and terms.
Article (63): Official Notices and Correspondence
All correspondence and alerts exchanged through the registered email address or dashboard are official notices and produce their legal effects.
Article (64): Prohibition on Circumventing the Platform
1. The trader is prohibited, directly or indirectly, from exploiting the Platform to solicit Customers for the purpose of completing transactions outside the Platform in order to avoid commissions, fees or contractual obligations due to the Platform.
2. The trader is also prohibited from including in products, messages, parcels or any communication any data, links or contact methods intended to redirect Customers to complete the transaction outside the Platform unless the Platform permits this in writing.
3. This does not prejudice the trader's right to conduct business outside the Platform through independent means, provided that this does not result from direct exploitation of the relationship, data or Customers obtained through the Platform in breach of this Agreement.
Article (65): Conditions for Listing Products and Services
1. The trader may not list any product or service on the Platform unless legally authorized to offer, sell or provide it.
2. Every product or service must satisfy all legal, regulatory and technical requirements applicable to its nature.
3. The trader alone is responsible for verifying that a product or service may lawfully be offered before listing it on the Platform.
4. Acceptance by the Platform of publication or continued display of any product or service does not constitute acknowledgment of its legality or compliance with the law or this Agreement.
Article (66): Content Review
1. The Platform has the right to review commercial Content before or after publication using human, technical or automated methods adopted by the Platform.
2. Review, non-review or delayed review of Content does not transfer legal responsibility from the trader to the Platform.
3. Platform approval of any Content or permission to publish it does not guarantee its accuracy or legal compliance.
Article (67): Amendment or Removal of Content
The Platform may, without obtaining prior approval from the trader, modify, block, remove or disable access to any Content if it:
1. Violates this Agreement.
2. Violates the law.
3. Is subject to a request from a Competent Authority.
4. Involves a potential infringement of third-party rights.
5. Would, if retained, expose the Platform or its Users to legal, technical or operational risks.
6. Is established to be materially inaccurate or incomplete.
Removal of Content does not prevent the trader from being held responsible for violations connected with it.
Article (68): Notice of Impediments
If circumstances arise that may cause delay in fulfilling an Order, make fulfilment impossible or result in non-conformity, the trader must notify the Platform immediately upon becoming aware of them, stating the reasons and proposed remedial measures, without prejudice to the rights of the Customer or Platform under this Agreement or the law.
Article (69): Marketing Materials
1. The Platform may use product images, descriptions and related offers in the Platform's marketing, advertising or promotional campaigns, whether within the Platform or through its official channels, provided that this does not alter the essence of the product or attribute inaccurate characteristics to it.
2. Such use does not entitle the trader to additional financial consideration unless the parties agree otherwise in writing.
3. The trader may not use the Platform name, trademark or any element of its brand identity in any advertisement, campaign, statement or media material in a manner suggesting sponsorship, partnership or special endorsement without the Platform's prior written approval.
(70): Amendment of the Agreement
1. The Platform reserves the right at any time to amend, update, replace, delete or add any provision of this Agreement or its supplementary Policies whenever it considers this necessary due to operational, technical, commercial or regulatory development, compliance requirements or any other legitimate reason, without obtaining prior User approval.
2. Users shall be notified of amendments through the means adopted by the Platform, including publication on the website or application, Electronic Notice or any other communication method the Platform considers appropriate. Continued use of the Platform or any of its Services after the amendments take effect constitutes express and binding acceptance of them.
3. The User acknowledges that acceptance of this Agreement extends to future amendments made by the Platform in accordance with this Article, without the need to enter into a new agreement or obtain separate approval each time. No amendment shall affect acquired rights or obligations arising before its effective date, or reduce fundamental rights granted to the User under mandatory laws, consumer protection rules or other applicable provisions.
Article (70): Force Majeure
Neither party shall be liable for delay or non-performance directly resulting from Force Majeure. The affected party shall notify the other within a reasonable period and take appropriate measures to limit its effects.
Appendix (A): Commercial Schedule and Commissions
This Appendix specifies commission rates and financial fees imposed on transactions and services:
Product sales commission for sales made through the Platform: 25% of the Completed Order value | Settlement cycle: monthly following the Customer's receipt of the product or products.
Electronic payment processing fee: ........ QAR per transaction | Settlement cycle: deducted immediately upon collection.
Local shipping and delivery fee: according to the pricing of the approved shipping company | Settlement cycle: calculated per Order.
Acknowledgment and Signature of the Parties
The parties acknowledge that they have read and understood all provisions of this Agreement, agree to them, and sign them electronically or in writing: