Merchant Terms and Conditions 

TERMS AND CONDITIONS FOR BECOMING A MERCHANT WITH @ltijara.com Welcome on board! Before you provide us with your details please carefully read the Terms and Conditions for Becoming a Merchant with @ltijara.com. Once you have fully understood the information below click on the "I Accept" button to submit your acknowledgement. From the moment you do this you are deemed to be bound by all our terms and conditions wherever you may be. Once you complete the registration process you, together with your legal assigns and successors (excluding any other subsidiaries, holding companies, divisions, affiliates or associates) are classified as a Merchant with @ltijara.com and for an agreed fee, you can use the services of @ltijara.com in order to have e-commerce functionality and support to sell your goods and services over the Internet. 1. DEFINITIONS 1.1 "Acquirer" means the bank or financial institution that provides credit card authorisation and payment facilities by means of the Service. 1.2 "Merchant ID" is the number issued to the Merchant by the Acquirer to enable the Merchant to use the Service. 1.3 "@ltijara.com" is a trading name of Bahrain Telecommunications Company (B.S.C) used for the marketing and provision of the Service. 1.4 "Billing Period" means the period of one (1) calendar month (or such other period of time as may be notified to the Merchant by @ltijara.com from time to time) in respect of which Charges may be calculated. 1.5 "@ltijara.com Platform" means the computer operating systems used by @ltijara.com for the provision of the Service. 1.6 "Buyer" means a person who offers to purchase a Product by initiating a request for authorisation by completing and forwarding the Order Form. 1.7 "Card" Visa™, Mastercard™, AMEX™ and/or such other cards means the credit cards which @ltijara.com notifies to the Merchant as being covered by the Service from time to time. 1.8 "Card Information" means any information about a Card, a Buyer and the amount to be authorised by the Acquirer pursuant to a transaction made through use of the Service. 1.9 "Charges" means the charges payable by the Merchant to @ltijara.com under this Agreement. 1.10 "Content" means any information entered by or on behalf of the Merchant onto the Merchant's Web Store or the @ltijara.com Platform (including onto the Order Form, all reports related to this service or any other template forms which are part of the Program) and including, without limitation, all other information displayed on and/or which can be transmitted to Buyers, all trade marks, service marks and domain names contained therein from time to time or any information entered by @ltijara.com on the Merchant's Web Site which cannot be changed in any manner otherwise than by @ltijara.com. 1.11 "Documentation" means the user documentation accompanying the Program provided to the Merchant by or on behalf of @ltijara.com from time to time (as may be amended and/or substituted from time to time). 1.12 "Initial Term" means the period of one (1) calendar year from the date of accepting these Terms and Conditions. 1.13 "Force Majeure Event" means any event beyond the reasonable control of a party including (but not limited to) act of God, fire, act of government or state, war, terrorist acts, civil commotion, insurrection, embargo, prevention from obtaining raw materials and labour; 1.14 "Licence" means the sub-licence granted to the Merchant by @ltijara.com. 1.15 "Order Form" means the order form which is displayed by the Program and which is the user interface to the Program on which the Merchant inputs necessary details about Products, their delivery and attributable costs, any applicable local taxes and a Buyer inserts Card Information and other details to order a Product. All Merchant Order Forms shall display the alitijara.com logo including copyright information, as shall be stipulated by @ltijara.com. 1.16 "Product" means the goods or services that are offered for sale by the Merchant from time to time on the Web Site by using the Service. 1.17 "Program" means the Securelink Commerce Manager proprietary software program sub-licensed to the Merchant under the Licence including any updates and upgrades provided by @ltijara.com from time to time. 1.18 "Service" means the services to be provided to the Merchant by (or on behalf of) @ltijara.com as may be amended and/or substituted from time to time. 1.19 "Web Site" means the Merchant's web site through which the Service will be utilised. 1.20 "@ltijara.com" shall include our respective permitted successors and assigns and our respective employees and agents. 2. Provision of the Service and Grant of Licence @ltijara.com shall provide the Service to the Merchant pursuant to and subject to the terms of this Agreement. The Merchant must pay the Charges, have and maintain a suitable Web Site and must have an agreement with an Acquirer. @ltijara.com will then provide the Merchant with the Service no later than ten (10) days from the date of this Agreement providing all information that has been supplied by the merchant is correct and complete. The Merchant will in turn be provided with a non-exclusive and non-transferable sub-licence to install and use the Program for as long as the Merchant has an agreement with @ltijara.com. 3. Charges and Payment The Merchant is responsible for paying the Charges for the provision of the Service by @ltijara.com. Details of these charges are displayed on the @ltijara.com homepage at (http://www.altijara.com/merchants_tarrifs.asp). @ltijara.com shall at the end of each Billing Period post on the merchant's site the merchant's statement where the merchant logs in and checks the transactions made and the amount due to Batelco and the amount of @ltijara.com Commission payable to @ltijara.com for such Billing Period. These charges will be exclusive of any taxes applicable in the Merchant's jurisdiction from time to time, which the Merchant shall pay. All payments due shall be made in full without any set-off, deductions or withholdings whatsoever. All charges for the Service shall be payable by the Merchant regardless of the amount of use of the Service made by the Merchant. @ltijara.com may change any of the Charges at any time upon giving the Merchant at least sixty (60) days prior written notice provided that if any increase to any of the Charges is to take effect within the Initial Term. The Merchant may terminate the Agreement by giving to @ltijara.com at least thirty (30) days notice in writing. @ltijara.com may levy a charge at the sole discretion of @ltijara.com where changes to the service charge options or billing currency are requested by the Merchant. 4 OTHER VARIATIONS 4.1 @ltijara.com may at any time during the term of this Agreement make modifications to the Program and/or the Service and shall where practicable give the Merchant prior notice. 4.2 If a modification made pursuant to sub-clause 4.1 requires a material amendment to be made to the Agreement, @ltijara.com will notify the Merchant of that amendment and either the Merchant may terminate this Agreement within 60 days of notification by @ltijara.com by giving at least thirty (30) days notice in writing to @ltijara.com or if the Merchant continues to make use of the Service after the date of such notice without the Merchant giving notice of termination, the Merchant will be deemed to have accepted such amendments with effect from such date. 5. Warranties and Undertakings The Merchant hereby warrants and undertakes to @ltijara.com that they: shall at all times be responsible for the accuracy and completeness of the content on its sites and the information which the Merchant provides during the registration process; shall use due care to fulfill purchase orders and deliver all Products purchased by a Buyer through use of the Service; are and shall continue to be in compliance with any data protection legislation enacted in the Merchant's jurisdiction from time to time in respect of all information received or communicated through use of the Service including, without limitation, all information entered onto the Order Form or other template forms by Buyers, all Card Information and statements; and shall not make available Products which are themselves or by their description (a) in violation of any law or regulation or (b) defamatory, menacing or obscene, or (c) in breach of any third party intellectual property rights (including, but not limited to, copyright) or (d) in breach of the duty of confidence or any other right or duty owed to a third party. shall ensure the installation of all security software, including but not limited to, Verified by Visa VbV, as made available by @ltijara.com to the Merchant from time to time. @ltijara.com makes no warranties or representation to the Merchant about the Service except as are expressly stated in this Agreement. Furthermore despite the generality of the clause above, @ltijara.com makes no warranty or representation to the Merchant: that the Program will be free from defects or that the Merchant's use of the Program will be interrupted or error free; that the Service will increase the Merchant's revenues or be of particular benefit to the Merchant and/or the Merchant's business; that the contracts entered into between the Merchant and Buyers through use of the Web Site shall be enforceable. 6. Limitation of Liability For the avoidance of doubt, @ltijara.com has not undertaken to provide anything other than the Service and consequently @ltijara.com shall not be liable to the Merchant for any claims, demands, expenses, costs or other liabilities arising from or in respect of anything other than the provision of the Service in accordance with this Agreement including in particular but without limitation: the Merchant's Web Site or anything on it including the content and information entered by a Buyer (save for the Program and any information entered by @ltijara.com which is not affected in any way by information entered by the Merchant, a Buyer or another person); the use of the Program in conjunction with any hardware or software which is not supplied by @ltijara.com; v any infringement of any third party right contained on the Web Site (save by the reason only of any act of @ltijara.com); any act or omission of persons who may gain access to the Web Site; the Products advertised by the Merchant or sold directly or indirectly through the Web Site; the fraudulent utilisation by any person of the Service; v any failure to receive payments authorised by the Acquirer by means of the Service; the non-compliance by the Merchant of any applicable laws (including tax laws in any jurisdiction) concerning any sale of a Product or use by the Merchant of the Web Site; the misuse by the Merchant of any @ltijara.com trade mark or logo; the Service not being available to the Merchant by reason of any act or omission of the Acquirer or any other third party; the information transmitted by the Acquirer by means of the Program to the Merchant. v the Merchant's failure to install all security software, including but not limited to, Verified by Visa VbV, as made available to the Merchant by @ltijara.com from time to time. The Merchant shall fully indemnify and keep indemnified @ltijara.com against all damages, costs, actions, proceedings, claims, demands, liabilities and expenses (including, without limitation, legal and other professional fees and expenses) which @ltijara.com may suffer, incur or pay arising from or in connection with any breach of the warranties given by the Merchant. Neither party shall be liable to the other in contract for: any loss of revenue, business contracts, data, anticipated savings or profits; or for any other indirect, special or consequential loss whatsoever. Neither party shall be liable to the other in tort or on any other basis for any loss of revenue, business contracts, anticipated savings or profits or for any other indirect, special or consequential loss whatsoever. Nothing in this Agreement shall limit @ltijara.com's liability for death or personal injury resulting from its negligence or the negligence of its employees while acting in the course of their employment or any other liability to the extent that it cannot be limited by law. 7 Suspension or Disconnection of the Service @ltijara.com may at its sole discretion without liability to the Merchant suspend or disconnect the Service forthwith until further notice and where practicable give the Merchant prior notice either orally or in writing if: Charges have not been paid in compliance with this Agreement, or @ltijara.com is entitled to terminate the Agreement; or there is an event of force majeure; or v maintenance work is being undertaken on the Program or the @ltijara.com Platform or any other aspect of the Service by @ltijara.com; or the Licence is suspended for any reason; Where disconnection of the Service occurs, the Service shall only be reconnected at @ltijara.com sole discretion @ltijara.com shall use reasonable endeavours to effect such reconnection the Merchant shall pay a reconnection charge - where the Service has to be reconnected for a reason where disconnection has been caused due to a fault on the Merchant's part. In this event, there shall be a fixed Service Reconnection Charge of thirty Bahraini Dinars (BHD 30.000) for every reconnection made. Any suspension of the Service shall not exclude @ltijara.com right subsequently to terminate the Agreement where appropriate. 8 Term and Termination This Agreement shall commence on the date on which the Merchant clicks on the "I Accept" button. Thereafter this Agreement shall continue unless and until terminated by either party on giving no less than thirty calendar (30) days' written notice to the other. This Agreement may be terminated by either party if any circumstances of a Force Majeure Event have occurred which may affect parties in performing their obligations. This Agreement may be terminated by either party if the other party commits any material breach or fails to comply with any of the material terms of this Agreement and such breach or failure is not remedied within thirty calendar (30) days following written notice to the other demanding such remedy. This Agreement may be terminated by @ltijara.com forthwith on notice in writing to the Merchant: if the Merchant fails to pay any Charge or other sum when due and such failure continues unremedied for fourteen calendar (14) days following written notice having been given to the Merchant by @ltijara.com; or if a voluntary arrangement is proposed or approved or an administration order is made, or a receiver, administrative receiver, liquidator, manager or similar officer is appointed in respect of all or part of the Merchant's assets or a winding-up resolution or petition is passed or presented (otherwise than for the purposes of a solvent amalgamation or reorganisation where the resulting entity assumes all of the obligations of the relevant policy under this Agreement); or if the Licence is suspended, terminated or revoked in accordance with its terms; or v if @ltijara.com looses the benefit of necessary maintenance support from third parties for the Program; or if the agreement between @ltijara.com and the Acquirer for provision of authorisation services is terminated for any reason. If the Acquirer terminates the Merchant Agreement with the Merchant for any reason whatsoever. Upon termination of this Agreement (for whatever reason) : the Licence shall terminate forthwith and the Merchant shall comply with all terms of the Licence applicable on its termination; the Merchant shall pay forthwith all Charges together with any other payments due hereunder under this Agreement accrued and/or incurred as at the effective date of termination; and Termination of this Agreement (for whatever reason) shall not affect any accrued rights or liabilities of either party. 9 Confidentiality Each party agrees and undertakes to the other that during the term of this Agreement and thereafter it shall keep, and shall procure that its directors, employees, servants, representatives, agents and any Associated Company shall keep secret and confidential and shall not use, copy, adapt, alter or part with possession of or disclose to any third party any information or material of a confidential, technical or business nature (including trade secrets and information of commercial value) relating in any manner to the business, products, services or customers of the other (including, where the other is @ltijara.com, details of the Program and the Documentation) which may be received or obtained in connection with or incidental to the performance of this Agreement unless such information or material is required to be disclosed pursuant to this Agreement or by law or is public knowledge or already known to such party at the time of such disclosure or subsequently becomes public knowledge other than by breach of this Agreement or the negligence of the other party or subsequently comes lawfully into the possession of such party from a third party. Each party further agrees and undertakes to the other that access to and disclosure of such information and material shall be restricted to such personnel as are necessary for the performance of this Agreement. Except as otherwise permitted no public statements concerning the existence and terms of this Agreement will be made or released to any person except with the prior approval of both parties or as required by law. 10 Assignment The parties may not assign or otherwise transfer in full or in part any of the parties' rights or obligations under this Agreement or delegate any of the party's duties hereunder. 11 Waiver Failure by either party to exercise or enforce any right conferred by this Agreement shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement of such right or of any other right or any later occasion. 12 Notices In all correspondence with @ltijara.com the Merchant shall refer to the Merchant ID. Notices authorised or required to be given by either party under this Agreement shall be by email. Any such notice sent by email shall be deemed to have been given 7 days after the date of posting and if sent by facsimile transmission at the time of despatch (provided that the sender shall have a transmission report confirming the notice was sent to the correct number and that all the pages were transmitted). 13 Severability In the event any provision of this Agreement is for any reason held to be invalid, illegal or unenforceable in any respect, the remaining provisions will remain in full force and effect and the parties shall immediately begin negotiations to replace invalid or unenforceable provisions that are essential parts of the Agreement. 14 No Partnership Nothing in this Agreement shall be construed so as to create a partnership or joint venture, agency or fiduciary relationship between the parties hereto. 15 Arbitration All disputes and differences which may arise between the parties hereto touching on the provisions of this Agreement or any part thereof or operation or construction thereof or the rights or liabilities of the parties hereto shall be amicably settled, but failing such amicable settlement shall be referred to arbitration to be held in Bahrain by one or more arbitrators agreed upon between the parties or appointed by the competent court in Bahrain on the application of either party in case they fail to agree on such appointment. The award to be made by the arbitrator or arbitrators shall be final and binding on the parties and the persons claiming under them respectively and shall not be the subject of any objection or appeal by either party. 16 Governing Law Save as otherwise provided in this Agreement the parties agree that this Agreement shall be governed and construed by the Laws of Kingdom of Bahrain and the parties hereby submit to the jurisdiction of the Bahrain courts