Merchant Terms & Conditions · الشروط والأحكام للتجار

1. Acceptance of these Terms (electronic agreement)

By creating an account, clicking "Create account", signing in (including with Google or Apple), or otherwise accessing or using the Service, you confirm that you have read, understood, and agree to be bound by these Terms, together with the Privacy Policy, the Data Processing Agreement ("DPA"), and the Acceptable Use Policy ("AUP"), each of which is incorporated into these Terms by reference. If you do not agree, do not create an account and do not use the Service.

You agree to transact and contract by electronic means, and that your account creation and continued use constitute your electronic signature and acceptance, with the same legal effect as a hand-written signature, as recognised by the Saudi Electronic Transactions Law and the Law of Evidence. We keep a record of your acceptance (including the version of these Terms, the date and time, and technical information such as your IP address) as evidence of this agreement.

If you accept these Terms on behalf of a business, you represent that you are authorised to bind that business, and "you" and "merchant" mean that business.

2. The Service

Waya is a digital loyalty platform for businesses in Saudi Arabia. It lets you issue Apple Wallet and Google Wallet loyalty passes to your customers, run stamp- and points-based reward programs, send program notifications, and manage your customer base. Waya does not operate a separate consumer app and is not a party to the relationship between you and your customers.

3. Eligibility and account

• You must be at least 18 years old and operating a lawful business to use the Service.
• You must provide accurate, current, and complete information and keep it up to date.
• You are responsible for safeguarding your credentials and for all activity under your account, including activity by your staff and sub-accounts.
• You must notify us promptly of any unauthorised use of your account.

4. Your customers' data — roles and your responsibilities

For your customers' personal data, you are the data controller and Waya is your data processor; this relationship is governed by the DPA. You are solely responsible for: (a) having a lawful basis under the Saudi Personal Data Protection Law (PDPL) and its Implementing Regulations to collect, use, and share your customers' data through the Service; (b) providing your customers with the required privacy notice; and (c) obtaining all required consents, including a separate, specific marketing consent before any promotional message is sent. Waya processes your customers' data only on your documented instructions and as described in the DPA.

5. Acceptable use

Your use of the Service is subject to the Acceptable Use Policy. Among other things, you must not use the Service for any unlawful, misleading, or harmful purpose, must not attempt to access other merchants' data or our systems without authorisation, and must not misuse personal data. Such conduct may also constitute an offence under the Saudi Anti-Cyber Crime Law. We may suspend or terminate access for violations and report them to the competent authorities.

6. Subscription, fees, and billing

• The Service is offered on a subscription basis. Plan prices and billing frequency are shown to you before you subscribe and are stated inclusive of VAT where applicable.
• New eligible businesses may receive a free trial. Billing begins after the trial ends unless you cancel before then.
• Subscriptions renew automatically for successive periods at the then-current price until cancelled. By subscribing you authorise us and our payment processor to charge the applicable fees for each renewal period.
• Payments are processed by our third-party payment processor. You are responsible for keeping a valid payment method on file.
• We may change plans and prices on a prospective basis with prior notice; changes apply from your next renewal.

7. Cancellation and refunds

You may cancel at any time from your account or by contacting us. On cancellation:

• Your subscription stops renewing and you will not be charged again.
• You keep access until the end of the period you have already paid for, after which the subscription is paused and growth features may be restricted as described in Section 8.
• Fees already paid are non-refundable, and we do not provide pro-rata refunds for the unused part of a paid period or term, except where a refund is required by applicable Saudi law. Your statutory rights are not affected.

8. Suspension and termination by Waya

We may suspend or terminate the Service, your account, or these Terms — in whole or in part — at any time and without prior notice, including where: (a) you breach these Terms, the AUP, or the DPA; (b) you fail to pay fees when due; (c) we reasonably suspect fraud, abuse, security risk, or unlawful activity; or (d) we are required to do so by law or by a competent authority. Where reasonably practicable and lawful, we will try to give you notice, but we are not obliged to.

On termination your right to use the Service ends. Sections that by their nature should survive (including Sections 7, 9, 10, 11, 13, 14, 15, 16, and 18) survive termination.

9. Consequences of your breach (data retention and recovery)

If you breach these Terms, the AUP, or the DPA, then in addition to our other rights and remedies we may, to the maximum extent permitted by law:

• retain your account and usage data for as long as necessary to investigate the breach and to establish, exercise, or defend legal claims, and to comply with our legal obligations (such retention is carried out in accordance with the PDPL);
• recover from you all amounts owed to us, together with the losses, costs, and damages we suffer as a result of the breach, and withhold, reverse, or set off any credits, refunds, discounts, or commissions; and
• suspend or terminate your account under Section 8 and require you to indemnify us under Section 15.

Amounts recoverable under these Terms are compensatory only (actual loss, cost, and damage); we do not seek and you do not owe punitive damages or interest.

10. Discontinuation of the Service / Waya ceasing operations

We may modify, suspend, or discontinue the Service (or any part of it), and we may cease operations, at any time. If we discontinue the Service or wind down the business, then to the maximum extent permitted by law you will have no claim against us arising solely from that discontinuation, beyond the following: where the discontinuation is for our own convenience (and not caused by your breach), we will, where reasonably practicable, give you advance notice and a reasonable period to export your data before access ends. Our total liability in connection with any discontinuation is subject to the limit in Section 14.

11. Use of data to operate and improve the Service

We use account, configuration, and usage data relating to your use of the Service to provide, secure, support, and improve the Service, and to develop new features, analytics, and machine-learning models. For your customers' personal data, any use beyond providing the Service to you is governed by the DPA and is performed using aggregated or irreversibly anonymised data only, from which individuals cannot be re-identified (such data falls outside the PDPL). We do not sell personal data, and we do not use sensitive personal data, or any inference of it, for marketing.

12. Intellectual property

The Service, including all software, design, branding, and content provided by Waya, is owned by Waya or its licensors and is protected by law. We grant you a limited, non-exclusive, non-transferable, revocable right to use the Service during your subscription, for your internal business purposes, in accordance with these Terms. You retain ownership of the content and data you provide; you grant us the rights needed to host and process it to provide and improve the Service as described in Section 11 and the DPA. You may not copy, modify, resell, reverse-engineer, or create derivative works of the Service except as permitted by law.

13. Warranties and disclaimers

The Service is provided "as is" and "as available", without warranties of any kind to the maximum extent permitted by law, including any implied warranty of merchantability, fitness for a particular purpose, uninterrupted or error-free operation, or specific uptime. Wallet pass delivery, push notifications, and third-party platforms (including Apple, Google, and the payment processor) are outside our control and we do not warrant their availability. Nothing in this Section excludes liability that cannot be excluded under Saudi law, including liability arising from our fraud or gross negligence or from a defect we have intentionally concealed.

14. Limitation of liability

To the maximum extent permitted by Saudi law:

• we are not liable for indirect, incidental, special, or consequential loss, or for loss of profits, revenue, goodwill, data, or business; and
• our total aggregate liability arising out of or in connection with the Service and these Terms is limited to the total fees you paid to us for the Service in the twelve (12) months immediately before the event giving rise to the claim.

These limits do not apply to liability that cannot be limited or excluded under Saudi law, including liability caused by our fraud or gross negligence. We are not liable for failures caused by events beyond our reasonable control.

15. Indemnification

You will indemnify and hold Waya harmless from and against the claims, losses, costs, and damages it actually suffers arising out of: (a) your breach of these Terms, the AUP, or the DPA; (b) your collection, use, sharing, or other processing of your customers' personal data, including any failure to have a lawful basis or required consent, or any marketing sent without a valid consent; and (c) your unlawful or infringing use of the Service. This reflects your own responsibility as the data controller for your customers' data and does not require you to cover loss caused by our own fraud or gross negligence.

16. Confidentiality

Each party will protect the other's non-public information disclosed in connection with the Service and use it only to perform under these Terms, except where disclosure is required by law or a competent authority.

17. Changes to these Terms

We may update these Terms from time to time. The version and effective date are shown at the top of this page. For non-material changes, your continued use of the Service after the effective date constitutes acceptance. For material changes — including to the data-use, billing, or liability terms — we will seek your renewed acceptance, and we keep prior versions on record so we can identify the version you accepted.

18. Governing law and disputes

These Terms are governed by the laws of the Kingdom of Saudi Arabia. The competent courts of the Kingdom of Saudi Arabia [e.g. the Commercial Court in Riyadh] have exclusive jurisdiction over any dispute arising out of or in connection with these Terms or the Service. Remedies are limited to compensatory damages as recognised under Saudi law; no interest is charged or payable.

19. Notices and contact

We may give you notices through the Service, by email, or by posting on our website. You can reach us at [email protected].

20. Language

These Terms are provided in Arabic and English. In case of any conflict or difference in interpretation, the Arabic version prevails for merchants in the Kingdom of Saudi Arabia.