1. Who we are and who these terms are between#
Uqail (the “Platform”) is a platform for building and running online stores. These terms are an agreement between the Platform and the subscriber acting as a merchant (the “Merchant”), and they govern the Merchant's use of the studio, of the storefronts the Platform generates and hosts, and of every service the Platform makes available.
2. Accepting these terms#
Creating an account or using the Platform constitutes acceptance of these terms. Where they are accepted on behalf of an organization, the person accepting them represents that they are authorized to bind it, and “Merchant” means that organization. Use of the Platform requires full legal capacity to contract.
3. What the Platform provides#
The Platform provides the Merchant with the tools to build a store, list products, receive orders, and publish that store on a Uqail domain or on a domain the Merchant connects, together with hosting for that store and the systems that run it.
The Platform is not a marketplace and does not sell the Merchant's products. Any contract of sale made through a storefront is directly and only between the Merchant and the customer. The Merchant is the seller and merchant of record for all sales, bears the obligations that contract creates towards the customer, and the Platform disclaims liability for the goods and services the Merchant sells.
Payments are processed by a licensed payment provider and not by the Platform. The Merchant undertakes to complete that provider's verification process before payments can be activated, and the provider alone decides whether to approve the account. Until then, the store continues to operate with the payment methods available to it.
The Platform aims to keep the service available and continues to develop it, which means features change from time to time. The Platform reserves the right to modify or discontinue any feature; where a change materially reduces what the Merchant has paid for, the Merchant is told before it takes effect.
4. The Merchant's account#
The Merchant undertakes to provide the Platform with accurate information and to keep it up to date. The Merchant is responsible for its account credentials and for everything done through the account, including the actions of any staff it grants access to, and undertakes to notify the Platform as soon as it suspects the account has been compromised.
5. The Merchant's rights#
Under these terms the Merchant is entitled to:
- use the Platform and the features of its subscribed plan for the duration of the subscription;
- own its store content and its customer data, as set out in the Merchant content section;
- export its store, customer, and order data in a readable format, at any time and before closing the account;
- advance notice of any material change to pricing, to features, or to these terms, and the right to end the subscription rather than accept the change;
- notice and an opportunity to remedy before its account is suspended, other than in cases of serious breach or where the law requires immediate action;
- raise a complaint and have it handled in accordance with the complaints section, and to escalate to the competent authority if it is not satisfied with the outcome; and
- protection of its personal data as described in the Privacy Policy, and the exercise of the rights the Personal Data Protection Law grants it.
6. The Merchant's obligations#
Selling online in the Kingdom of Saudi Arabia creates obligations that fall on the Merchant and not on the Platform. The Merchant represents and warrants that it will comply with all applicable laws, and in particular that it will:
- publish accurate details of its business in its store, including the store name, a means of contact, and commercial registration details where the law requires them;
- describe every product accurately, including its main specifications, the total price inclusive of taxes and fees, delivery costs, and delivery times;
- publish its return, exchange, and refund policies and abide by them;
- state its payment terms and any warranty it offers, in clear language, before the customer completes a purchase;
- handle its customers' personal data in accordance with the law, and publish its own privacy notice explaining how it uses that data;
- obtain and maintain the licences and registrations its activity requires, and sell only what it is legally permitted to sell; and
- meet its tax obligations.
The Platform provides tools that make several of these obligations easier to meet, including the policy pages generated for a store. Using those tools does not transfer the obligation to the Platform: store content remains the Merchant's sole responsibility.
7. Merchant content#
The Merchant's products, images, text, brand, and customer data remain the Merchant's own. The Merchant grants the Platform a non-exclusive licence limited to hosting, displaying, backing up, and processing that content for the purpose of operating the Platform for the Merchant, and no broader licence than that. The Platform does not use store content to market its own products to the Merchant's customers.
The Merchant represents and warrants that it holds the rights to everything it uploads and that none of it infringes the rights of others, and bears sole responsibility for any claim arising from it.
8. Fees and payment#
Subscription fees, the billing cycle, and what each plan includes are set at the point of subscription. Fees are payable in advance and are exclusive of value added tax unless stated otherwise. The payment provider's fees on the Merchant's transactions are set by that provider and are separate from what is paid to the Platform.
The Platform reserves the right to change its prices, provided the Merchant is notified before the change takes effect, and the Merchant may cancel the subscription rather than accept the new price. If a payment fails, the Platform may suspend the features tied to an active subscription after notifying the Merchant and allowing a reasonable period to resolve it.
9. Acceptable use#
The Merchant undertakes not to use the Platform to:
- sell anything prohibited by law, or anything it is not licensed to sell;
- mislead customers about a product, a price, a delivery time, or its own identity;
- infringe intellectual property or other rights;
- distribute malware, attempt to breach the Platform's security, probe its systems without authorization, or interfere with other merchants' stores;
- send unsolicited bulk messages, or use customer data for purposes those customers did not agree to; or
- place an unreasonable load on the Platform, including through automated scraping or excessive automated requests.
10. Suspension and termination#
The Merchant may close its account at any time. The Platform reserves the right to suspend or close any account that breaches these terms, is used unlawfully, or carries unpaid amounts. Other than in cases of serious breach or where the law requires immediate action, the Platform notifies the Merchant first and allows an opportunity to remedy.
When an account is closed the storefront stops being served. The Merchant may export its data before closure, and the Platform retains what the law requires it to retain for the periods set out in the Privacy Policy.
11. Personal data protection#
The Privacy Policy sets out the personal data the Platform processes, the purposes of that processing, the legal basis for each purpose, the parties it is disclosed to, where it is stored and for how long, and the rights of the people it concerns. That policy forms an integral part of these terms.
Where the Platform processes personal data belonging to the Merchant's customers, it does so as a Processor, on the Merchant's instructions and for the sole purpose of providing the service to the Merchant. The Platform undertakes to limit staff access to what their role requires, to isolate each merchant's data from every other merchant's, and to bind its service providers contractually to protect it. The Platform does not use the Merchant's customer data for its own purposes.
The Merchant, as the Controller of its customers' data, undertakes to have a legal basis for processing it, to provide its customers with the privacy notice the law requires, and to inform the Platform without delay of any request it receives from a customer that requires action on the Platform's part.
12. Handling complaints#
A Merchant complaint about the Platform is sent to support@uqail.com with the details set out. In handling it the Platform undertakes to:
- acknowledge receipt of the complaint within two business days;
- review the complaint and communicate the outcome and the reasons for it within thirty days of receipt; and
- tell the Merchant, and say why, before that period expires if the complaint needs longer.
If the Merchant is not satisfied with the outcome, it may escalate the matter to the competent authority in the Kingdom of Saudi Arabia.
A shopper's complaint about an order is between that shopper and the merchant they bought from. Where a shopper contacts the Platform about an order, the Platform directs them to the merchant. The Platform may provide the merchant with the information held in its systems where that helps resolve the dispute.
13. Liability#
The Platform is provided on an “as is” and “as available” basis, with reasonable care and skill applied in providing it. The Platform does not warrant that the service will be uninterrupted or error free, nor that it is fit for any particular purpose not expressly agreed.
To the extent the law permits, the Platform disclaims liability for indirect or consequential loss, for lost profits, and for loss arising from the Merchant's breach of these terms or from the goods and services the Merchant sells. Nothing in these terms limits liability that cannot lawfully be limited.
The Merchant bears claims arising from its store, its products, and its handling of customer data, and undertakes to indemnify the Platform for its reasonable costs where such a claim is brought against the Platform because of an act of the Merchant.
14. Changes to these terms#
These terms are updated as the Platform and the applicable law change. The effective date at the top identifies the version being read. The Platform notifies the Merchant of material changes before they take effect, and continued use of the Platform after that date constitutes acceptance of them. A Merchant who does not accept them may close its account.
15. Governing law, jurisdiction, and language#
These terms are governed by and construed in accordance with the laws of the Kingdom of Saudi Arabia. The competent courts of the city named below, in the Kingdom of Saudi Arabia, have jurisdiction over any dispute arising out of or in connection with these terms.
The city whose courts have jurisdiction over disputes is to be inserted here before publication. It is one of the facts a reviewer supplies.
The Arabic version of these terms is the governing text. Translations are provided for convenience, and the Arabic prevails in case of conflict.
16. Contact#
Write to support@uqail.com, or use the help centre in the studio. For privacy and personal data protection matters, write to privacy@uqail.com.
These terms are to be read together with the Privacy Policy.