Terms and Conditions of Use — mwrd Application

1. Introduction

1.1 These Terms and Conditions ("Terms") govern your use of the mwrd application, related websites, and services (collectively, "the Application"), operated by Byan Solutions, a company registered in the Kingdom of Saudi Arabia ("we", "us", "our").

1.2 By registering an account, accessing, or using the Application, you acknowledge your acceptance of and commitment to these Terms. If you do not agree to any of these Terms, you must stop using the Application.

1.3 The Application is intended for use by business customers only (such as grocery stores, restaurants, cafes, offices, hotels, and other commercial establishments) for the purchase of products, and is not intended for personal use by individual consumers.

2. Definitions

2.1 "Account": The account you register on the Application.

2.2 "Order": Any order you place through the Application to purchase products.

2.3 "Supplier": The party from whom mwrd purchases goods for resale to the Customer through the Application.

2.4 "Products": The goods offered for sale by mwrd on the Application.

2.5 "Customer": The registered business entity on the Application that purchases Products from mwrd.

3. mwrd's Operating Model (Principal/Reseller Model)

3.1 mwrd operates as a Principal/Reseller. Accordingly, when the Customer accepts a quote and confirms an Order, mwrd purchases the goods from the approved Supplier and settles the amount with the Supplier through a separate bank transfer, then sells the goods to the Customer and delivers them.

3.2 mwrd is the official seller to the Customer and issues the tax invoice in its own name to the Customer for the full Order value inclusive of VAT, in accordance with the requirements of the Zakat, Tax and Customs Authority (ZATCA).

3.3 The Supplier from whom mwrd purchases the goods issues its invoice to mwrd, and has no direct contractual relationship with the Customer. The Supplier's name does not appear on the Customer's invoice, in line with mwrd's approved anonymous intermediary model.

3.4 mwrd bears full responsibility to the Customer as the seller, including responsibility for the conformity, safety, and delivery of the goods. mwrd retains its right of recourse against the Supplier in cases of defect or breach of specifications under the agreements concluded between them.

4. Eligibility and Account Registration

4.1 To use the Application, you must:

• Be a legally registered business entity or an authorized representative thereof.
• Have the legal authority to bind that entity to these Terms.
• Provide accurate and complete information at registration, including commercial registration number, tax registration number (if applicable), contact information, and any other licenses required by law.

4.2 You are responsible for maintaining the confidentiality of your account login credentials and for all activities conducted through your account. You must notify us immediately of any suspected unauthorized use of your account.

4.3 We may request supporting documents to verify your identity or your entity's details (such as the commercial register, ZATCA certificate, commercial licenses), and we may suspend or terminate the account if you fail to provide the required documents or if verification procedures fail.

5. Orders, Prices, and Availability

5.1 You may place orders through the Application by selecting Products, quantities, delivery address, and any other required information.

5.2 Prices are displayed on the Application based on mwrd's approved pricing, which includes the cost of purchase from the Supplier in addition to profit margin, operating costs, and financing. Prices may be adjusted at any time without prior notice, except for Orders that have been accepted.

5.3 Prices are exclusive of VAT unless stated otherwise; VAT is added on the final invoice in accordance with ZATCA requirements.

5.4 Placing an Order constitutes an offer by you to purchase. mwrd may, at its discretion, accept or reject any Order, including for reasons relating to stock availability, pricing errors, or risk considerations. You will be notified of acceptance or rejection through the Application or approved communication channels.

5.5 Specific conditions may apply, such as minimum order quantity, designated order cut-off times, or other additional terms, which will be clarified on the Application where applicable.

6. Delivery and Risk Transfer

6.1 Delivery options, expected times, and shipping fees (if any) are displayed on the Application when the Order is placed. Delivery dates are estimates for guidance only and are not guaranteed.

6.2 Delivery may be carried out by the Supplier on mwrd's instructions, or through third-party logistics providers, but mwrd remains the party responsible to the Customer for completing the delivery. You undertake to provide correct delivery information and to ensure an authorized person is present to receive the goods at the scheduled time.

6.3 Title and risk in the Products transfer from mwrd to the Customer upon delivery. The Customer must inspect the Products upon delivery and notify mwrd immediately of any visible damage, shortage, or discrepancy in accordance with the Refund Policy.

7. Returns, Cancellations, and Refunds

7.1 Returns, cancellations, and refunds are governed by the Refund, Cancellation, and Dispute Resolution Policy published on the Application, which forms an integral part of these Terms.

7.2 Certain Products may not be returnable (such as perishable products, temperature-sensitive products, or custom products manufactured to your specifications), except where required by law.

7.3 To cancel an Order or request a return or refund, you must follow the procedure outlined in the Refund Policy or contact customer service within the timeframes specified therein.

7.4 Approved refunds are processed via the original payment method used for the Order, in accordance with the timeframes and regulations of the bank or payment service provider.

8. Payment and Credit Terms

8.1 Available payment methods (as displayed on the Application from time to time) include cash on delivery, mada cards, credit or debit cards, bank transfer, or any other methods approved by the payment service provider.

8.2 By providing payment information, you confirm that you are authorized to use the selected payment method and that the information provided is accurate.

8.3 If we offer deferred payment facilities or credit, those facilities will be subject to separate terms (such as credit limits, due dates, late fees). We may review, modify, or withdraw such facilities at any time.

8.4 You are responsible for all fees, amounts, taxes, and government charges arising from Orders placed through your account.

9. Lawful Use

9.1 You must use the Application in accordance with all applicable laws and regulations in the Kingdom of Saudi Arabia and any country in which you operate.

9.2 You are prohibited, by way of example and not limitation, from:

• Using the Application for any fraudulent or unlawful purposes.
• Causing any disruption or damage to the Application or our technical systems.
• Attempting unauthorized access to any accounts, data, or systems.
• Disassembling, reverse engineering, or modifying any part of the Application.
• Uploading or transmitting any malicious software, spam, or content infringing third-party rights.
• Using the Application to resell or export products in violation of applicable regulations.

10. Intellectual Property Rights

10.1 All intellectual property rights in the Application, including the name "mwrd", logos, designs, software, text, images, and content, belong to us or our licensors and are protected under applicable laws.

10.2 We grant you a limited, non-exclusive, non-transferable, revocable license to use the Application for your internal business purposes in accordance with these Terms.

10.3 You may not copy, distribute, modify, create derivative works from, display, or commercially exploit any part of the Application without our prior written consent.

11. User Content and Communication

11.1 If the Application allows you to submit reviews, comments, photos, or other content ("User Content"), you grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, display, and distribute such content in connection with the operation and improvement of the Application.

11.2 You represent and warrant that you own or have the necessary license to submit the User Content and that it does not infringe any third-party rights or violate any law.

11.3 We may, without obligation, review, modify, or remove any User Content at our discretion.

12. Warranties and Disclaimer

12.1 mwrd, as the seller, warrants that the Products delivered to the Customer conform to the specifications stated at the time of Order, and are free from visible defects at the time of delivery, in accordance with applicable Saudi laws.

12.2 The Application and all related electronic services are provided "as is" and "as available" without any express or implied warranties regarding the Application's technical performance, to the maximum extent permitted by law.

12.3 We do not warrant the following in relation to the Application:

• That the Application will operate uninterrupted, be secure, or be free from technical errors.
• That Product availability or prices displayed on the Application will be up-to-date at all times.
• That the Products will meet specific operational needs not agreed in writing.

13. Limitation of Liability

13.1 To the maximum extent permitted by law, we shall not be liable for any indirect, incidental, special, or consequential damages (including, without limitation, loss of profits, business, or data) arising out of or relating to your use of the Application, the Orders, or these Terms.

13.2 In any event, our total liability to you for any claims arising out of or relating to a specific Order shall not exceed the amount actually paid to mwrd for that Order. Our total liability for claims not connected to a specific Order shall not exceed the total amounts paid to mwrd in the three (3) months preceding the event giving rise to the claim.

13.3 Nothing in these Terms shall exclude or limit any liability that cannot be excluded or limited under applicable law.

14. Indemnification

14.1 You agree to indemnify and hold us, our affiliates, employees, and agents harmless from any claims, losses, damages, liabilities, or costs (including reasonable attorneys' fees) resulting from:

• Your breach of these Terms or any applicable law.
• Your misuse of the Application.
• Any third-party claim relating to your User Content or misuse of the account.

15. Suspension and Termination

15.1 We may, at our discretion, suspend or terminate your account or restrict your access to the Application at any time, including if we believe these Terms have been violated, inaccurate information has been provided, or any fraudulent or unlawful activity has been conducted.

15.2 You may stop using the Application and request closure of your account at any time by contacting us, with your obligation to settle any outstanding amounts remaining in effect.

15.3 Provisions that by their nature should survive termination (such as provisions on intellectual property, limitation of liability, and indemnification) shall remain in force and effect.

16. Privacy

16.1 The processing of your personal data is governed by our Privacy Policy, which forms an integral part of these Terms. By using the Application, you acknowledge that you have read and understood the Privacy Policy.

17. Modification of Terms

17.1 We may modify these Terms from time to time, and the updated version will be published on the Application or our website with the "Last updated" date indicated.

17.2 Your continued use of the Application after the effective date of modifications constitutes your acceptance of the modified Terms. If you do not agree to the modifications, you must stop using the Application.

18. Governing Law and Jurisdiction

18.1 These Terms, and any dispute or claim arising out of or relating to them, are governed by the laws of the Kingdom of Saudi Arabia.

18.2 The competent courts in the Kingdom of Saudi Arabia have jurisdiction over any disputes arising out of or relating to these Terms or your use of the Application, without prejudice to any mandatory legal provisions.

18.3 In the event of any discrepancy between the Arabic and English versions of these Terms, the Arabic version shall prevail.

19. Contact Us

19.1 For any inquiries regarding these Terms, you can contact us via:

• Email: info@mwrd.io
• Website: www.mwrd.io