FOODZAPP™ ONLINE MERCHANT MASTER TERMS & CONDITIONS

1. PREAMBLE & CORPORATE STRUCTURE

1.1 Provider Details & Legal Entities

Technology Provider: This Agreement framework is established by SPRYNTZ TECHNOLOGIES L.L.C, a limited liability company incorporated under the laws of the Emirate of Dubai, United Arab Emirates, holding Commercial License No. 1121529, with registered office at 205 Rania Business Center, Al Barsha First, Dubai, UAE, operating under the commercial brand name 'FoodZapp' (hereinafter referred to as 'FoodZapp' or 'Company').

Merchant Entity: The Merchant subscribing to FoodZapp™ services is the commercial corporate entity specified in the executed Specific Agreement, acting on its own behalf and on behalf of its registered branches, operating divisions, affiliated entities, and commercial food brands listed in Schedule A of the executed Specific Agreement.

1.2 Collective Designation

FoodZapp and the Merchant shall individually be referred to as a 'Party' and collectively as the 'Parties'.

2. RECITALS, PURPOSE & DEFINITIONS

2.1 Purpose & Commercial Model

Platform Scope: Spryntz owns and operates proprietary cloud software, mobile applications, natural language processing tools, and technical data routing interfaces under the brand name FoodZapp™ (the 'Platform'). The Merchant operates a food and beverage business in the UAE across one or multiple physical locations and/or commercial food brands, and wishes to utilize FoodZapp™ software to enable direct consumer ordering via WhatsApp, custom web storefronts, and dining room QR codes, and to facilitate automated delivery dispatch.

2.2 Intermediary Technology Status

3. SAAS LICENSE GRANT & PLATFORM SCOPE

3.1 Software License Grant

Subject to full compliance with this Agreement and payment of applicable fees set forth in Schedule B of the executed Specific Agreement, Spryntz grants to the Merchant a non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to access and use the FoodZapp™ SaaS Platform solely for managing direct customer ordering, digital menu publishing, customer relationship management (CRM), and delivery dispatch operations across its authorized physical outlets and registered commercial food brands listed in Schedule A of the Specific Agreement.

3.2 Commercial Autonomy

Merchant retains full commercial autonomy over its operations, including menu composition, dish preparation, item pricing, operating hours, food quality, customer refund policies, and choice of delivery logistics (whether utilizing third-party 3PL fleets or the Merchant’s own delivery drivers).

3.3 Brand Customization Scope & Trademark License Grant

System-Bound Customization Scope: The Merchant acknowledges and agrees that the application of the Merchant’s brand assets, logos, color schemes, and visual identity across the Platform (including WhatsApp interfaces, custom web storefronts, and digital table ordering QR menus) shall be accommodated strictly to the extent supported by Spryntz's standard system configurations and pre-existing software templates. Nothing in this Agreement shall be construed as an obligation for Spryntz to perform bespoke web design, custom UI/UX development, website redesign, or to provide visual layouts, user views, or functional frameworks beyond those standard options available within the core FoodZapp™ platform architecture.

Multi-Brand Trademark & IP License Grant: The Merchant hereby grants to Spryntz a non-exclusive, worldwide, royalty-free, revocable license during the Term to use, reproduce, display, adapt (solely as necessary for technical formatting), and transmit the brand names, trade names, logos, color schemes, product trademarks, and food menu imagery across all registered commercial brands specified in Schedule A of the Specific Agreement (collectively, the 'Authorized Brands') across all enabled FoodZapp™ digital channels, marketing collateral, social media integrations, and promotional materials for the sole purpose of enabling, marketing, and processing food orders under this Agreement. The Merchant warrants that it owns or possesses valid commercial rights and licenses for all Authorized Brands listed across all active outlets.

3.4 Future Services, Pilot Rollouts & Non-Automatic Subscription Inclusion

Development & Deployment: The Company may, from time to time at its sole discretion, develop, test, release, or deploy new software features, operational tools, digital modules, or value-added technical services designed to assist the Merchant in operating and expanding its business ('Future Services').

Pilot & Beta Testing: All Future Services may undergo pilot rollouts, phased releases, or beta testing programs made available selectively to designated merchants or outlets prior to platform-wide commercial availability.

Non-Automatic Subscription Addition: The Merchant explicitly acknowledges and agrees that the introduction, pilot testing, or general commercial release of any Future Service shall NOT automatically modify, expand, or add to the Merchant's existing SaaS subscription tier or scope of licensed services under this Agreement, nor shall it entitle the Merchant to automatic access or use of such Future Services. Access to and commercial activation of any Future Service shall be strictly subject to the Merchant's explicit written or platform opt-in, agreement to applicable commercial terms, and execution of a relevant service schedule or addendum.

4. INDIVIDUAL SERVICES AND ALLOCATION OF RESPONSIBILITIES

4.1 WhatsApp AI Voice & Text Ordering

• Functional Scope & AI Software Provision: Spryntz shall provide WhatsApp Business API integration and natural language AI processing software enabling consumers to place food orders via voice notes or text messages sent directly to the Merchant's designated WhatsApp numbers per outlet or brand. Spryntz warrants software translation functionality and messaging pipeline delivery.
• Kitchen Verification Protocol: Merchant kitchen staff shall be solely responsible for reviewing and verifying printed kitchen order tickets and incoming message transcripts against order details before food preparation commences.
• Merchant Liability Allocation & AI Disclaimer: Inasmuch as natural language AI translation engines operate on probabilistic non-deterministic processing, and physical food preparation is under the Merchant's sole operational control, the Merchant assumes sole and exclusive operational and financial liability for order accuracy, ingredient selection, allergen compliance, dish preparation, and kitchen fulfillment. The Merchant shall defend, indemnify, and hold Spryntz harmless against any customer claims, refund demands, health complications, or disputes arising from unintelligible or ambiguous consumer messages, incorrectly prepared dishes, or unstated dietary allergens.

4.2 Custom Branded Web & Mobile Storefront & Menu Management

• Functional Scope & Storefront Hosting: Spryntz shall host mobile-optimized direct ordering websites and custom digital storefronts branded with Merchant's logos, color schemes, and menus in accordance with Section 3.3.
• Merchant Menu Control & Data Entry Protocol: The Merchant explicitly acknowledges that all menu items, dish descriptions, item categories, modifier options, ingredient allergen disclosures, operating hours, and retail prices published across all digital channels are configured, updated, and managed directly by the Merchant through Spryntz’s administrative portal. Spryntz exercises zero editorial control, verification, or audit over merchant-entered data.
• Merchant Liability Allocation & Tax/Menu Compliance: The Merchant bears strict, exclusive operational and legal liability for the veracity, pricing accuracy, tax compliance (including 5% UAE VAT inclusion under Section 5.4), and allergen disclosures of all published menu content. The Merchant shall defend, indemnify, and hold Spryntz harmless against any customer pricing disputes, consumer protection claims, tax authority penalties, or health claims resulting from inaccurate, misleading, or outdated menu data published on the storefronts.

4.3 Smart Table QR Code Ordering & Dine-In Checkout

• Functional Scope & QR Interface: Spryntz shall generate unique table QR codes and digital menu interfaces for dine-in guests enabling digital menu browsing, table order submission, and dine-in checkout options. Spryntz warrants QR ordering session availability.
• Floor Management & Table Verification Protocol: Merchant staff shall be solely responsible for physically affixing QR codes to correct table numbers, verifying table order receipts against physical seating allocations, and managing guest bill settlements (whether collected directly via cash/doorstep POS or via online payment gateway).
• Merchant Liability Allocation for Dine-In Operations: Spryntz disclaims all liability for dine-in guest walkouts ('dine and dash'), unpaid table balances, incorrectly assigned table numbers, physical restaurant seating disputes, or dine-in service delays. The Merchant assumes 100% financial liability for all uncollected table order balances and shall defend, indemnify, and hold Spryntz harmless against any guest claims, disputes, or loss of revenue occurring on the Merchant's premises.

4.4 Meal Plan Subscriptions & Pre-Scheduled Orders

• Functional Scope & Subscriber Tools: Spryntz shall provide software tools enabling consumers to schedule advance meal deliveries, weekly office orders, or recurring meal subscriptions, including automated subscriber management and pre-scheduled order creation.
• Fulfillment & Standalone Delivery Protocol: Merchant retains complete autonomy over subscriber menu selection and daily meal preparation schedules. The Merchant explicitly acknowledges that delivery fulfillment for subscription meals is strictly the operational responsibility of the Merchant on a per-order basis (unless independent 3PL dispatch is separately enabled).
• Merchant Liability Allocation for Subscription Obligations: The Merchant assumes 100% operational, legal, and financial liability for fulfilling ongoing meal subscription obligations, delivery schedules, and dietary commitments. If the Merchant fails to deliver scheduled subscription meals due to kitchen closure, operational default, or menu failure, the Merchant shall directly refund all affected subscribers. The Merchant shall defend, indemnify, and hold Spryntz harmless against all prepaid subscription claims, subscriber refund demands, or failure-to-deliver disputes.

4.5 WhatsApp Broadcasts & Customer CRM Software

• Functional Scope & Broadcast Engine: Spryntz shall provide guest database management, customer segmentation tools, and targeted broadcast messaging capabilities connecting the Merchant directly to its customer base using Meta-approved WhatsApp Business API templates.
• Consent & Regulatory Compliance Protocol: The Merchant is solely responsible for obtaining explicit consumer opt-in consent prior to dispatching marketing broadcasts, maintaining compliant customer distribution lists, adhering strictly to Meta WhatsApp Business policies, and complying with UAE anti-spam regulations (including honoring mandatory 'STOP' opt-out requests).
• Merchant Liability Allocation for Marketing Broadcasts: The Merchant assumes sole and exclusive legal liability for all broadcast content, marketing claims, promotional offers, and messaging timing. The Merchant shall defend, indemnify, and hold Spryntz harmless against any Meta WhatsApp API suspensions, account bans, consumer privacy complaints, or UAE regulatory fines (including under UAE PDPL Federal Decree-Law No. 45 of 2021 or telecommunications regulations) resulting from unauthorized, unsolicited, or spam broadcasts sent by the Merchant.

4.6 Social Media Click-to-WhatsApp Ad Integration

• Functional Scope & Technical Deep-Linking: Spryntz shall provide technical deep-linking tools and campaign tracking scripts connecting Merchant social media advertisements (Instagram, Facebook, TikTok) directly into active WhatsApp ordering chat flows.
• Campaign Management Protocol: The Merchant is solely responsible for ad account setup, third-party ad spend budgets, audience targeting, and ad creative materials. Spryntz does not manage social media ad accounts or guarantee click conversion rates, order volume, or Return on Ad Spend (ROAS).
• Merchant Liability Allocation for Ad Campaigns: The Merchant assumes 100% financial liability for all third-party advertising spend, social media campaign costs, and claims made in ad creatives. The Merchant shall defend, indemnify, and hold Spryntz harmless against any ad account suspensions, third-party copyright or trademark infringement claims, or consumer protection complaints arising from the Merchant's social media advertising content.

4.7 Delivery Dispatch & Fleet Management (3PL & In-House Fleet)

• Third-Party Logistics (3PL) Dispatch Scope & Disclaimer: Where enabled in Schedule A of the Specific Agreement, Spryntz provides automated API routing to independent 3PL delivery providers and warrants software transmission of order coordinates upon kitchen acceptance. Physical delivery transport is conducted by independent third-party logistics companies. Spryntz disclaims all liability for 3PL transit delays, spillage, temperature degradation, rider conduct, or traffic accidents.
• Merchant In-House Fleet Scope & Employer Responsibility: Where the Merchant utilizes its own delivery drivers, Spryntz provides driver application software modules within FoodZapp enabling order assignment, route tracking, vehicle allocation, and doorstep delivery coordination. The Merchant retains sole employer, operational, supervisory, and legal responsibility for all delivery drivers, vehicles, fuel, traffic compliance, and UAE Labor Law (MOHRE) compliance.
• Fleet Liability Allocation & Indemnification: Spryntz provides strictly the driver software interface and assumes zero liability for driver traffic accidents, personal injuries, vehicle loss/damage, doorstep delivery disputes, or rider misconduct. The Merchant warrants that all in-house riders hold valid UAE driving licenses, commercial delivery permits, and adequate third-party liability insurance. The Merchant shall defend, indemnify, and hold Spryntz harmless against any claims, traffic liabilities, workplace injuries, or third-party damage suits arising from in-house fleet operations.

4.8 Multi-Outlet & Virtual Brand Operational Configuration

• Functional Scope & Provisioning: Each active Outlet or Virtual Brand listed in Schedule A of the Specific Agreement is provisioned with designated admin portal credentials, WhatsApp routing pipelines, kitchen printing routes, and custom storefront URLs.
• Outlet Configuration Protocol: Merchant personnel are solely responsible for configuring internal staff access permissions, physical kitchen receipt hardware per outlet, and location-specific menu item availability, stock status, and localized pricing.
• Merchant Liability Allocation for Multi-Outlet Setup: The Merchant assumes full operational and financial liability for coordinating store setups, stock availability, and brand routing. The Merchant shall defend, indemnify, and hold Spryntz harmless against any customer disputes, order fulfillment failures, or brand confusion resulting from incorrectly configured branch credentials, misrouted kitchen tickets, or out-of-stock menu items across its outlets.

4.9 Phone & Verbal Order Capture & CRM System

• Functional Scope & Order Capture: Spryntz shall provide a specialized order capture interface enabling the Merchant to manually receive and log phone and verbal orders directly into the FoodZapp™ Platform. The system enables Merchant staff to search and retrieve past order delivery locations for returning customers, analyze customer ordering frequency to apply appropriate promotional or loyalty discounts, and transmit completed orders directly into the central dispatch workflow for automated rider assignment and delivery fulfillment.
• Staff Verification & Order Accuracy Protocol: Merchant staff shall be solely responsible for verbally verifying and confirming all order details—including item selection, item customization, allergen notes, final order total inclusive of applied discounts, delivery address, and customer contact numbers—with the caller prior to committing the order in the Platform.
• Merchant Liability Allocation for Phone Orders: Inasmuch as phone and verbal orders are manually taken and entered by Merchant personnel without direct digital input by the consumer, the Merchant assumes sole and exclusive operational and financial liability for any data entry errors, miscommunicated dishes, delivery address mistakes, miscalculated discounts, or uncollected cash payments (under Model B). The Merchant shall defend and hold Spryntz harmless against any customer claims, refund demands, or delivery failure charges resulting from phone order entry defaults.

4.10 3PL Delivery Rate Cards, Pass-Through Pricing & Configurable Fee Sharing

• Consolidated Standard Delivery Rate Card: The Company contracts with authorized third-party logistics ('3PL') delivery partners who fulfill delivery services for restaurant orders placed through the Platform. The Company consolidates the individual distance-based rate cards established by its 3PL partners into a standardized, distance-calculated delivery rate card and provides this standard rate card to the Merchant via the Platform.
• Pass-Through Commercial Model & Handling Charges: The Parties explicitly agree that third-party delivery fee billing operates strictly on a pass-through basis. The Company does not generate profit margins, markups, or per-delivery sales revenue on 3PL delivery charges, acting solely as a pass-through billing and facilitation entity, subject only to any standard administrative, operational, or gateway payment handling charges as specified in Schedule B of the Specific Agreement.
• System Configuration & Customer Cost-Sharing Options: The Merchant is provided with administrative system settings within the FoodZapp™ Platform dashboard allowing the Merchant to configure and elect how distance-based delivery fees are shared or allocated between the Merchant and its end-customers ('Clients'). The Merchant retains full commercial autonomy to select from various percentage-based or fixed-value cost-sharing models available on the system.
• Settlement & Collection Mechanics: Delivery fee collection and settlement shall be processed dynamically in real time according to the Merchant’s active system configuration. Illustrative Worked Example: If the standard rate card calculates a total delivery fee of AED 12.00, and the Merchant configures a 50% / 50% fee-sharing option on the Platform: (1) Client Portion (50%): The end-client pays AED 6.00 directly during online checkout; (2) Merchant Portion (50%): The Company collects AED 6.00 from the Merchant (via deduction against weekly Model A gateway settlements or invoice recovery under Model B); (3) 3PL Settlement: The Company remits the consolidated AED 12.00 delivery fee directly to the respective 3PL delivery partner.

5. DUAL PAYMENT COLLECTION & SETTLEMENT MODELS

5.1 Model A — FoodZapp Online Gateway Collection (Weekly Remittance)

Where consumer orders are paid online through FoodZapp's integrated payment gateway, funds are collected by Spryntz. Spryntz shall remit net collected consumer order funds to the Merchant's bank account(s) designated in Schedule A of the Specific Agreement on a weekly basis (every Monday or the next business day), covering all settled online transactions (T+7 days), minus applicable gateway processing charges, third-party delivery fees, and any due platform subscription fees. The Merchant may elect in Schedule A.3 of the Specific Agreement to receive a single consolidated settlement for all Outlets/Brands to its central corporate account, or separate payouts per Outlet/Brand.

5.2 Model B — Direct Merchant Collection & Gateway Setup Fee

Direct Collection Scope: Where consumer orders are paid directly to the Merchant (via Cash on Delivery, POS card terminal at doorstep/table, or Merchant's own payment gateway), 100% of order funds are received directly by the Merchant. Merchant incurs an obligation to reimburse third-party delivery dispatch fees and platform charges incurred through FoodZapp™. Merchant explicitly agrees and covenants to pay all weekly/monthly statements issued by Spryntz within ten (10) calendar days of invoice date.

Merchant Payment Gateway Integration & Setup Fee: If the merchant payment gateway is to be enabled on our platform, then there will be a one-time non-refundable technical integration and setup fee of AED 3,500 (Three Thousand Five Hundred UAE Dirhams), exclusive of applicable 5% UAE VAT. This setup fee shall be invoiced and payable upon the commercial activation and enablement of the Merchant Payment Gateway module on the Platform.

5.3 Intermediary Role & Settlement Scope

Merchant acknowledges that Spryntz operates solely as a technical intermediary and payment facilitation interface, and does not retain consumer food funds nor own the end-client commercial relationship.

5.4 Tax Structure, VAT Responsibility & Future Consumer Platform Fees

Inclusive Menu Pricing & Merchant VAT Responsibility: All retail food and beverage prices quoted and displayed on the Platform (including WhatsApp, custom web storefronts, and Table QR ordering) across all active Outlets and Brands must be strictly inclusive of applicable Value Added Tax (VAT) in accordance with Federal Tax Authority (FTA) laws of the United Arab Emirates. The Merchant assumes sole legal responsibility for calculating, collecting, accounting for, and remitting all applicable VAT on food sales to the FTA across all registered TRNs. Spryntz operates strictly as a technology intermediary and shall have zero responsibility or liability for the Merchant's sales tax compliance, VAT accounting, or tax filings.

Spryntz Taxable Services Scope: The Merchant acknowledges that Spryntz’s tax liability is strictly limited to charging and collecting 5% UAE VAT on its own taxable commercial services—namely, the monthly SaaS subscription fees, onboarding setup charges, merchant gateway setup fees, and platform service fees billed directly to the Merchant under Schedule B of the Specific Agreement.

Reservation of Right for Consumer Platform Usage Fees: Spryntz explicitly reserves the commercial right, at its sole discretion upon prior notice, to introduce and levy a direct platform usage fee or convenience fee on end-consumers placing orders through the FoodZapp™ Platform. Where such consumer platform usage fees are charged by Spryntz, applicable UAE VAT shall be assessed, collected, and remitted by Spryntz directly on its fee portion, without affecting the Merchant's underlying VAT obligations on food sales.

6. PAYMENT DISPUTES, CANCELLATIONS AND FRAUDULENT TRANSACTIONS

6.1 Direct Merchant Collection Disputes

Where orders are collected directly by the Merchant (Model B), the Merchant assumes sole liability for resolving consumer payment disputes, chargebacks, customer refunds, and order cancellations. Spryntz shall have no liability or involvement in direct cash or merchant card reader settlements.

6.2 Gateway Collection Disputes & Cancellations

Where orders are collected through FoodZapp's online gateway (Model A), order cancellations and legitimate customer refund requests processed prior to kitchen preparation shall be handled by Spryntz in accordance with platform policy, with corresponding adjustments made against weekly net settlements.

6.3 Intermediary Role & Fraudulent Activity

Merchant acknowledges that Spryntz operates solely as a technical intermediary and payment facilitation interface, and does not retain consumer food funds nor own the end-client commercial relationship. Suspected fraudulent orders, stolen card usage, or malicious order flooding shall be evaluated jointly by Spryntz and the Merchant on a case-by-case basis.

7. SERVICE LEVEL AGREEMENTS (SLAS) & OPERATIONAL BENCHMARKS

7.1 FoodZapp Technical SLA

Spryntz commits to maintaining a target platform availability SLA of 98.0% uptime for core software services (WhatsApp order engine, web storefronts, API routing), calculated monthly, excluding scheduled emergency maintenance.

7.2 Merchant Operational Benchmarks

To ensure positive consumer experience, Merchant covenants to maintain:

• Order Rejection Rate: Equal to or less than 1.0% of total incoming orders;
• Rider Held Time: Equal to or less than 5.0 minutes once a delivery rider arrives;
• Customer Service Responsiveness: Under 2.0 minutes for live inquiries; and
• Menu Price Parity: Ensuring food prices on FoodZapp™ are equal to or lower than third-party aggregators.

7.3 Continuous Upgrades, Maintenance & Downtime Indemnity

Controlled Upgrades & Phased Rollouts: The services provided by Spryntz are constantly being upgraded, enhanced, maintained, or modified and released in a controlled, phased manner. Spryntz shall make commercially reasonable efforts to follow industry standards for software deployment and maintenance, including scheduling major updates during periods of low order volume, conducting incremental rollout testing, and deploying patches or feature releases in a controlled manner.

Uninterrupted Service Disclaimer: The Merchant explicitly acknowledges and agrees that continuous software updates, feature releases, system enhancements, or platform modifications may occasionally cause temporary system bugs, feature unavailability, order routing delays, or operational glitches, and that 100% uninterrupted or error-free software execution cannot be guaranteed.

Rollout & Non-Availability Indemnification: To the maximum extent permitted under applicable UAE laws, the Merchant agrees to defend, indemnify, and hold harmless Spryntz, its directors, officers, employees, and technology partners from and against any and all claims, liabilities, losses, order dropouts, kitchen delays, operational disruptions, customer demands, or commercial damages arising out of, directly or indirectly, software rollouts, controlled feature updates, system upgrades, patch deployments, or any temporary non-availability, downtime, or performance degradation of the Platform or integrated third-party APIs for any period of time.

7.4 Artificial Intelligence (AI) Risk Disclaimer

Inherent AI Non-Deterministic Risk: The Merchant explicitly acknowledges that the natural language processing engines, AI voice-to-text translators, and automated chat algorithms utilized in the WhatsApp AI Ordering module operate on probabilistic models. Due to inherent technical limitations in speech recognition, background noise, regional accents, dialect variations, ambiguous phrasing, or conversational context, there is an unavoidable, non-deterministic risk that AI systems may misinterpret consumer intent, produce unexpected responses, or generate incorrect order items.

Absolute Disclaimer & Indemnity: Spryntz disclaims all liability for commercial losses, kitchen waste, order cancellations, rider dispatch costs, or reputational damage resulting from AI misinterpretations, incorrect order generation, or software update glitches. The Merchant agrees that its kitchen staff retains final operational duty to review, verify, and confirm all AI-generated kitchen order tickets prior to food preparation, and the Merchant hereby indemnifies and holds Spryntz harmless against all claims arising from AI order processing errors or temporary software anomalies.

8. TECHNICAL INFRASTRUCTURE, HARDWARE & SYSTEM COMPATIBILITY

8.1 No Hardware Provisioning

The Merchant acknowledges and agrees that Spryntz Technologies does not provide, lease, sell, or supply physical hardware, order terminals, laptops, POS screens, receipt printers, or network equipment. FoodZapp™ software is designed to operate on off-the-shelf, commercially available smartphones, desktop computers, laptops, and tablets.

8.2 Minimum System Configurations & Merchant Responsibility

Spryntz shall specify recommended minimum technical system configurations (operating system, web browser standards, RAM, and thermal printer compatibility) necessary for optimal software execution. The Merchant is solely responsible for acquiring, maintaining, and updating all necessary hardware devices, operating system software (Windows, Android, iOS, macOS), receipt printers, and stable high-speed internet/broadband connectivity at its own expense.

8.3 System Access for Support

Merchant grants Spryntz authorized administrative and remote technical access to its designated operating devices strictly for the purpose of initial software installation, system configuration, printer driver setup, troubleshooting, and ongoing technical support. The Merchant agrees to grant FoodZapp technical personnel access to the premises and Physical hardware for troubleshooting when required.

9. CONFIDENTIALITY, DATA PRIVACY & POST-TERMINATION DATA EXPORT

9.1 Confidentiality

Each Party agrees to protect and maintain in strict confidence all technical, financial, and operational information disclosed by the other Party during the Term, and for three (3) years following termination.

9.2 Customer Data Ownership, Data Privacy & Software Access Scope

9.3 Strict Non-Replication Covenant

Merchant covenants and agrees that it shall not, directly or indirectly, reverse-engineer, decompile, copy, clone, adapt, or replicate FoodZapp's proprietary software architecture, WhatsApp AI workflows, user interface designs, or business processes, nor assist any third party in creating a competing tool during the Term and for two (2) years post-termination within the UAE.

10. TERM, RATE ADJUSTMENTS, AUTO-DEBIT BILLING & TERMINATION RIGHTS

10.1 Initial Term & Annual Rate Review

This Agreement is entered into for an Initial Term of one (1) year from the Effective Date specified in the Specific Agreement and shall automatically renew for successive one (1) year periods unless either Party provides written notice of non-renewal at least thirty (30) calendar days prior to the expiration of the active term. Commercial fee rates set forth in Schedule B of the Specific Agreement are strictly guaranteed for a period of one (1) year (12 months) from the Effective Date, and may be reviewed annually by Spryntz upon thirty (30) calendar days' written notice.

10.2 Convenience Termination & Material Breach

Either Party may terminate this Agreement for convenience, without cause, at any time upon sixty (60) calendar days' prior written notice to the other Party. Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within fourteen (14) days.

10.3 Partial Termination / Outlet Deactivation

The Merchant may deactivate or remove a specific Outlet or Brand from the Platform upon providing thirty (30) calendar days' written notice to Spryntz. Upon deactivation of a specific Outlet/Brand, subscription fees for that specific Outlet/Brand shall cease at the end of the notice period, while this Master Services Agreement framework and all remaining active Outlets and Brands listed in Schedule A of the Specific Agreement shall remain in full force and effect.

10.4 Automated Recurring Billing & Cancellation Protocol

Auto-Debit Authorization & Payment Capture: All monthly recurring SaaS subscription fees, platform charges, and accrued variable fees payable under this Agreement shall be enabled and automatically debited via the Company's designated payment gateway. The Merchant expressly authorizes the Company and its payment gateway service provider to securely store and tokenise the Merchant's payment credentials (credit card, debit card, or banking details) and automatically capture and debit all applicable monthly recurring fees, charges, and applicable 5% UAE VAT on or after each monthly billing date during the Term.

Cancellation Protocol & Explicit Termination Requirement: Automated recurring billing shall remain continuously active and enabled until such time as the Company receives and confirms an explicit termination notice from the Merchant. To validly cancel or halt automated auto-debits, the Merchant must issue an explicit termination request delivered either: (i) via the designated cancellation workflow within the FoodZapp administrative platform dashboard, or (ii) via formal written termination notice delivered to the Company in accordance with Section 10.2. The Merchant acknowledges and agrees that verbal communications, informal text messages, unverified requests, or partial service disuse shall NOT constitute valid cancellation notice, and automated payment capturing shall continue unabated until explicit termination is properly registered and confirmed by the Company.

11. INDEMNIFICATION, LIMITATION OF LIABILITY & GOVERNING LAW

11.1 Merchant Indemnification & Hold Harmless

Spryntz shall defend and indemnify Merchant against third-party claims alleging that the FoodZapp™ software infringes valid UAE intellectual property rights. The Merchant agrees to defend, indemnify, and hold harmless Spryntz, its affiliates, directors, officers, and employees against any and all third-party claims, consumer disputes, liabilities, municipal health fines, legal expenses, reputational damage ('loss of face'), or regulatory penalties arising from:

• errors, omissions, inaccurate descriptions, incorrect prices, unstated allergens, or non-inclusive VAT published in the Merchant's digital storefronts or menus under Section 4.2;
• food safety defaults, food preparation errors, AI message misinterpretations, or health complications arising from kitchen fulfillment under Sections 4.1 & 4.2;
• data entry errors, item miscommunications, address inaccuracies, price disputes, or uncollected funds arising from phone or verbal orders manually entered under Section 4.9;
• dine-in guest walkouts, unpaid table balances, seating disputes, or uncollected table bills under Section 4.3;
• unfulfilled subscription meal obligations, daily delivery failures, or subscriber refund demands under Section 4.4;
• Meta WhatsApp Business API suspensions, account bans, consumer privacy complaints, or UAE anti-spam/telecommunications regulatory penalties arising from merchant marketing broadcasts under Section 4.5;
• third-party advertising spend, social media campaign content, or marketing creative claims under Section 4.6;
• traffic accidents, driver injuries, third-party property damage, labor law non-compliance, or doorstep disputes arising from Merchant in-house fleet operations under Section 4.7;
• misconfigured outlet credentials, misrouted kitchen order tickets, or branch stock failures across multi-location/multi-brand operations under Section 4.8;
• non-compliance with applicable UAE data privacy regulations (UAE Federal Decree-Law No. 45 of 2021) in respect of merchant-managed customer data;
• any municipal fine, health inspection failure, closure order, or consumer protection penalty issued by UAE authorities against the Merchant or its outlets; or
• any order dropouts, business interruption, customer disputes, or operational losses resulting from controlled software updates, feature rollouts, patch deployments, or temporary non-availability or downtime of the Platform under Section 7.3.

11.2 Limitation of Liability Cap

11.3 Governing Law & Dispute Resolution (DIFC Courts)

This Agreement shall be governed by and construed in accordance with the laws of the Emirate of Dubai and applicable UAE Federal Laws. The Parties shall attempt in good faith to resolve any dispute arising out of or in connection with this Agreement through informal mediation within fifteen (15) calendar days of written notice. Any dispute, claim, or controversy not resolved through mediation shall be subject to the exclusive jurisdiction of the Courts of the Dubai International Financial Centre (DIFC Courts). The language of the arbitration/court proceedings shall be English.

12. FORCE MAJEURE