1. Application and Contract Structure
These Terms and Conditions apply to the participation by a Merchant in the Yahala merchant programme, the making available of merchant offers, discounts, benefits and redemptions through the Yahala mobile application platform and related digital products, and any optional POS, API or technical integration expressly agreed in the applicable Merchant Corporate Offer Agreement.
The applicable Merchant Corporate Offer Agreement, these Terms and Conditions, and any written amendments signed by authorised representatives together form the agreement between the Company and the Merchant. Where there is any inconsistency, the Merchant Corporate Offer Agreement shall prevail only in respect of deal-specific details expressly set out in it, including merchant details, offer details, dates, commercial variables, redemption method, and operational variables. These Terms and Conditions shall prevail in respect of legal, compliance, data protection, confidentiality, intellectual property, audit, liability, termination and general operational matters unless expressly amended in writing.
No service level, commercial term, data processing term, change, waiver, variation or exclusion shall bind the Company unless it is set out in the applicable Merchant Corporate Offer Agreement or otherwise agreed in writing by authorised representatives of both Parties.
2. Definitions and Interpretation
In these Terms and Conditions, capitalised terms have the following meanings unless the context requires otherwise:
"Activated Merchant" means the Merchant once it is successfully approved by the Company and live on the Yahala mobile application platform with at least one active and redeemable offer available to users; "Applicable Law" means all applicable UAE federal and local laws, regulations, decrees, circulars, directives, orders and regulatory requirements; "Business Day" means any day other than a Saturday, Sunday or public holiday in Abu Dhabi; "Company" means Innolink LTD and its affiliates, subsidiaries, parent companies, holding companies, related entities, and their respective successors and assigns; "Confidential Information" has the meaning set out in Clause 14; "Merchant" means the merchant legal entity identified in the applicable Merchant Corporate Offer Agreement; "Merchant Materials" means the Merchant name, logo, trade marks, offer details, outlet images, menu or product images, brand materials, content, information, and other materials supplied by or on behalf of the Merchant; "Personal Data" means personal data under applicable UAE data protection law; "Services" means the merchant participation, offer listing, offer redemption, operational support, optional integration and related services described in the applicable Merchant Corporate Offer Agreement and these Terms and Conditions; "Yahala" means the Company’s mobile application platform and related digital products.
Headings are for convenience only. The word "including" means including without limitation. References to laws include amendments, replacements and successor provisions. Words in the singular include the plural and vice versa.
3. Merchant Participation and Company Approval Rights
The Company permits the Merchant, on a non-exclusive basis, to participate in the Yahala merchant programme and make offers, discounts and benefits available to Yahala users during the term, subject to these Terms and Conditions and the applicable Merchant Corporate Offer Agreement.
The Company retains sole and absolute discretion to approve, reject, suspend, remove, deactivate, modify visibility of, or decline any Merchant, outlet, offer, content, campaign, benefit, redemption method, integration, listing or related service where the Company considers it necessary for legal, regulatory, operational, fraud, reputational, user-experience, brand or quality reasons. Exercise of this discretion shall not constitute a breach of the agreement and shall not create any liability for the Company.
4. Term, Renewal and Transition
The term shall commence on the effective date stated in the applicable Merchant Corporate Offer Agreement and continue for one calendar year unless the Merchant Corporate Offer Agreement states a different period or the agreement is terminated earlier in accordance with these Terms and Conditions. Upon expiry, the agreement shall automatically renew for successive periods of one calendar year each unless either Party gives written notice of non-renewal not less than sixty calendar days before expiry of the then-current term, unless the applicable Merchant Corporate Offer Agreement states otherwise.
Natural expiry of the agreement shall not entitle the Merchant to compensation, indemnity or payment beyond amounts properly due and expressly agreed in writing. Upon expiry or termination, the Merchant shall cooperate with the Company to remove, transition, close, disable or wind down any offer, listing, integration or campaign in an orderly manner.
5. Merchant Obligations
• The Merchant shall honour all approved offers, discounts and benefits made available through Yahala in accordance with the approved offer terms and the applicable Merchant Corporate Offer Agreement.
• The Merchant shall maintain at least one active and redeemable offer live on Yahala throughout the term, unless otherwise approved by the Company in writing.
• The Merchant shall ensure that all offer details, outlet details, category information, redemption rules, exclusions, merchant terms, images, menus, products and content supplied to the Company are accurate, complete, current, lawful and not misleading.
• The Merchant shall comply with all Applicable Law and the Company’s reasonable operational, technical, user-experience, brand and quality requirements notified from time to time.
• The Merchant shall promptly correct any error, inaccuracy, expired offer, unavailable offer, incorrect redemption term, misleading content or non-compliant listing at its sole cost and expense.
• The Merchant shall ensure that its outlets, employees and representatives are aware of, trained on, and capable of honouring Yahala offers and redemption methods.
• The Merchant shall not reject, refuse, reduce, misrepresent, impose undisclosed conditions on, or fail to honour an approved Yahala offer except where the user fails to meet the offer terms expressly stated in the applicable Merchant Corporate Offer Agreement or on Yahala.
• The Merchant shall promptly notify the Company of any legal proceedings, regulatory investigation, Data Breach, user complaint pattern, fraud issue, conflict of interest, change in ownership/control/key management, or Force Majeure Event that may affect the Merchant, the offers, the outlets, the redemption process or Yahala users.
6. Redemption Method and Optional Technical Integration
The redemption method shall be as stated in the applicable Merchant Corporate Offer Agreement. The redemption method may include display of the Yahala app, QR code, promo code, online checkout code or link, POS/API integration, or any other method approved by the Company.
Where POS, API or other technical integration is agreed, the Merchant shall maintain the integration in accordance with the agreed specifications, implement appropriate security controls, cooperate with testing and go-live requirements, not make unilateral technical changes that materially affect Yahala without prior written consent, and give prior written notice of planned maintenance, version changes, deprecations or technical changes that may affect Yahala users or the Company.
7. Merchant Fees, Invoicing and Payment
Any fees, commissions, participation fees, listing fees, marketing fees or other amounts payable by either Party shall be only as expressly set out in the applicable Merchant Corporate Offer Agreement. If the Merchant Corporate Offer Agreement states that no fees apply or leaves fees as not applicable, no fees shall be payable.
Any invoice must be valid, comply with applicable UAE VAT requirements, and reference the applicable agreement number, service period, campaign, offer or agreed fee item. Subject to receipt of a valid undisputed invoice, payment shall be made within the period stated in the applicable Merchant Corporate Offer Agreement or, if no period is stated, within thirty Business Days.
If the Company disputes an invoice in good faith, it shall notify the Merchant of the dispute and pay any undisputed portion on the normal payment schedule. No charges, costs or expenses are payable by the Company beyond amounts expressly agreed in writing by authorised representatives.
8. Offer Fulfilment, Reporting and Records
The Merchant shall maintain complete and accurate records relating to offers, redemptions, user complaints, outlet participation, fulfilment, cancellations, rejected redemptions and any technical or operational issue affecting Yahala users.
Upon the Company’s request or in connection with an audit, the Merchant shall provide redemption reports, supporting records and evidence of offer fulfilment in the format and timeframe reasonably requested by the Company. The Merchant shall retain complete and accurate records relating to the agreement for not less than seven years.
9. Company Obligations
The Company shall provide the Merchant with reasonable information and access necessary to list approved offers on Yahala, review Merchant submissions within any agreed timeframes, and, where applicable, pay any amounts expressly agreed in the applicable Merchant Corporate Offer Agreement, subject to valid invoices, satisfactory performance, acceptance and the Company’s rights under these Terms and Conditions.
10. General Protections
• The Merchant is an independent contractor. Nothing creates any partnership, joint venture, agency, fiduciary or employment relationship. The Merchant has no authority to bind, represent or otherwise obligate the Company unless expressly authorised in writing.
• Nothing grants the Merchant exclusivity. The Company may appoint other merchants, list competing offers, operate similar offers internally, or engage third parties to perform similar or identical activities.
• The Company may suspend the Merchant’s activities, offers, listings, integrations or redemptions without liability where it reasonably determines there is legal, compliance, regulatory, fraud, Data Breach, operational, user-experience or reputational risk.
• Any deficient, inaccurate, misleading, non-compliant or rejected offer, content, listing, redemption method or Merchant submission shall be corrected, re-performed or replaced by the Merchant at its sole cost within the timeframe specified by the Company.
• The Company may recover, set off or claw back any amounts paid or credit given in respect of any offer, redemption, benefit, content or service later determined to be fraudulent, misleading, non-compliant, based on inaccurate or falsified information, or made in breach of Applicable Law or Company policies.
• The Merchant shall not do or omit to do anything which may harm or threaten the reputation, goodwill, brand, users, products or regulatory standing of the Company or Yahala. Any breach constitutes a material breach.
11. Audit Rights
The Company, its auditors, professional advisers and any competent regulatory authority may, upon reasonable prior written notice, and without notice where required by a competent regulatory authority or where there is suspected breach, fraud, Data Breach or material risk, audit and inspect the Merchant’s records, processes, controls, systems, facilities, outlets and personnel to verify compliance with the agreement and Applicable Law.
The Merchant shall grant full access to all relevant information, facilities, outlets, records, systems and personnel; provide reasonable assistance at no additional charge; and rectify any material deficiencies within the timeframe specified by the Company. The Company may share audit findings with its auditors, professional advisers, regulators and any competent authority. The Merchant shall bear the reasonable cost of any audit where material non-compliance is identified.
12. Intellectual Property, Brand Materials and Data Ownership
The Company and Yahala retain all rights in their names, logos, trade marks, trade names, service marks, applications, platforms, software, systems, data, user interfaces, content, know-how and other intellectual property. The Merchant shall not use any Company or Yahala name, logo, mark or identifying material without prior written consent.
The Merchant grants the Company and Yahala a non-exclusive, worldwide, royalty-free, sublicensable licence during the term to use, reproduce, display, publish, distribute, adapt, resize and format the Merchant Materials for the purposes of listing, displaying, promoting, operating, marketing, administering and supporting the Merchant offers on Yahala and related promotional channels.
The Merchant warrants that it owns or has all rights and permissions necessary to provide the Merchant Materials and grant the licence in this Clause, and that the Merchant Materials do not infringe any third-party Intellectual Property Rights or violate Applicable Law.
All user data, redemption data, transaction data, analytics, platform data and Company data processed, generated or compiled in connection with Yahala or the agreement are the exclusive property of the Company. The Merchant shall have no right to use, retain, commercialise, disclose, transfer or process such data except strictly as required to verify and complete a redemption at the point of sale in accordance with Clause 15.
13. Representations and Warranties
• Each Party represents and warrants that it is duly incorporated or validly existing, has full power and authority to enter into and perform the agreement, that the agreement is legally binding, and that all required approvals for entry into the agreement have been obtained.
• The Merchant represents and warrants that it holds and will maintain all licences, permits and authorisations required to operate its business, outlets and offers; all offers will be honoured professionally and consistently with good industry practice; all information provided to the Company is accurate, complete and not misleading; its personnel are qualified and trained to fulfil Yahala redemptions; the Merchant Materials do not infringe third-party rights; and any optional POS/API integration is fit for purpose and free of viruses, malware, ransomware, time bombs, back doors and other malicious or disabling code.
14. Confidentiality
Confidential Information means all proprietary or non-public information of the Company or any third party held in confidence by the Company, disclosed to or accessed by the Merchant in connection with the agreement, whether oral, written, electronic or otherwise, including technical, business, financial, legal and operational information; user data; product designs and plans; software and systems; commercial terms; and the existence, nature and terms of the agreement.
Confidential Information does not include information that becomes public through no act or omission of the Merchant, was lawfully in the Merchant’s possession before disclosure as evidenced by written records, was independently developed without use of Company Confidential Information, or must be disclosed by Applicable Law or court order, provided the Merchant gives prompt prior written notice where legally permissible.
The Merchant shall hold Confidential Information in strict confidence; not disclose it to any third party without prior written consent; use it solely for performing the agreement; restrict access to personnel with a genuine need to know and who are bound by equivalent obligations; notify the Company of any unauthorised use or disclosure; and upon expiry or termination promptly return or securely destroy all Confidential Information and confirm such return or destruction in writing.
The Merchant shall not disclose the existence of the agreement, the nature of the commercial relationship, or information about the Company business, products, users or regulatory standing without prior written consent. Any press release, announcement or public disclosure requires prior written approval.
The obligations in this Clause survive expiry or termination for five years and survive indefinitely for trade secrets and Personal Data. Breach of this Clause is a material breach and entitles the Company to immediate termination and all available remedies, including injunctive relief.
15. Data Protection and User Data
The Merchant shall not collect, copy, store, retain, profile, market to, contact, transfer, disclose, commercialise or otherwise process Yahala user Personal Data except what is strictly necessary to verify and complete a redemption at the point of sale in accordance with the approved redemption method.
The Merchant shall process Personal Data only on the documented instructions of the Company and solely for the purposes of verifying and completing the relevant redemption. The Merchant shall not use Yahala user data for its own marketing, analytics, profiling, loyalty databases, customer acquisition, retargeting or any unrelated purpose.
The Merchant shall implement and maintain appropriate technical and organisational security measures, including access controls, confidentiality obligations for staff, secure storage, secure deletion, and reasonable measures to prevent unauthorised access, disclosure, loss or misuse.
The Merchant shall notify the Company of any actual or suspected Data Breach within twenty-four hours of becoming aware of it and shall provide all information reasonably required by the Company to assess the breach and meet regulatory notification obligations.
The Merchant shall not engage any sub-processor or transfer Personal Data outside the UAE without prior written consent. The Merchant shall assist the Company with data subject rights, regulatory requests, audits and inspections. Upon expiry or termination, the Merchant shall promptly return or securely delete all Personal Data as directed by the Company and certify such return or deletion in writing, except where retention is required by Applicable Law.
16. Anti-Bribery, Anti-Corruption and Compliance
The Merchant shall comply, and ensure its personnel, agents and permitted subcontractors comply, with all Applicable Law relating to anti-bribery, anti-corruption, AML/CFT, sanctions, data protection, cybercrime, consumer protection, commercial conduct, advertising, promotions and all sector-specific regulations applicable to the Merchant, its outlets, offers and redemptions.
The Merchant shall not offer, pay, give, promise, authorise, accept or solicit any financial or other advantage, facilitation payment, kickback or improper benefit in connection with the agreement or Yahala.
The Merchant shall promptly notify the Company of any actual or suspected bribery, corruption, sanctions issue, AML/CFT concern, regulatory breach, unlawful conduct, consumer complaint pattern, health and safety issue or other matter that may affect the Merchant’s participation in Yahala. Any breach of Applicable Law in connection with the agreement is a material breach.
17. Liability, Indemnity and Remedies
The Merchant shall be fully liable to the Company for all losses, damages, costs and expenses, including legal fees, arising out of or in connection with Merchant misconduct; failure to honour offers; inaccurate, incomplete or misleading offer, outlet or redemption information; user complaints arising from Merchant acts or omissions; regulatory breach, penalty or enforcement action arising from Merchant acts or omissions; third-party claims arising from Merchant performance or non-performance; Intellectual Property Rights infringement; or any Data Breach attributable to the Merchant.
The Company shall have the right, but not the obligation, to control the defence and settlement of any claim involving its name, brand, regulatory standing or Personal Data, and the Merchant shall not settle, admit liability or make any public statement in respect of any indemnified claim without the Company’s prior written consent.
The Merchant shall indemnify, defend and hold harmless the Company and its affiliates, officers, directors, employees, agents and representatives from and against all claims, demands, actions, proceedings, damages, losses, liabilities, costs and expenses, including reasonable legal fees, arising out of or in connection with Merchant performance or non-performance; failure to honour offers; misrepresentation, breach of warranty, gross negligence, wilful misconduct or unlawful act; infringement of third-party Intellectual Property Rights; breach of Applicable Law; user claims or complaints arising from Merchant acts or omissions; regulatory fines or enforcement costs imposed on the Company due to Merchant acts or omissions; and Data Breach notification, remediation and regulatory response costs attributable to Merchant non-compliance.
To the fullest extent permitted by Applicable Law, the Company shall not be liable to the Merchant for indirect, incidental, consequential, special or punitive damages, including loss of profits, business or opportunity. The Company may seek injunctive relief, specific performance and equitable remedies without the need to prove actual damages and without posting bond or security. Remedies are cumulative and in addition to remedies available at law or equity.
18. Conflict of Interest
The Merchant represents that it has no conflict of interest in relation to its participation in Yahala and shall not accept or maintain any arrangement that creates an actual or potential conflict with the interests of the Company. The Merchant shall promptly notify the Company if any actual or potential conflict arises and shall take steps required by the Company to resolve or mitigate it. Failure to disclose or remedy a conflict is a material breach.
19. Change Control
Any proposed change to offers, redemption methods, outlet participation, technical integration, commercial terms or operational details must be initiated by written change request or written agreement. No change shall take effect until agreed in writing and signed by authorised representatives of both Parties or otherwise approved in writing by the Company. Unless otherwise agreed, the Merchant shall continue to perform the approved offers and obligations as then constituted while any change request is under consideration.
20. Termination
The Company may terminate the agreement for any reason, or for no reason, upon thirty calendar days prior written notice. In a termination for convenience, the Company shall have no liability beyond amounts properly due and expressly agreed in writing for obligations duly performed and accepted before the effective termination date.
Either Party may terminate immediately upon written notice if the other Party commits a material breach and, where capable of remedy, fails to remedy it within ten calendar days of notice. No cure period applies where the breach involves regulatory or AML/CFT violation, Data Breach caused by Merchant non-compliance, reputational harm as reasonably determined by the Company, fraud, wilful misconduct, breach of confidentiality, or failure to honour approved offers.
The Company may terminate immediately if the Merchant suffers an insolvency event, causes or threatens material harm to the Company reputation or regulatory standing, loses a required licence or authorisation, breaches anti-bribery obligations, is subject to sanctions or enforcement action by a competent UAE regulatory authority, or fails to maintain at least one active and redeemable offer live on Yahala.
Upon termination, the Merchant shall stop using Company and Yahala names and marks, return or destroy Confidential Information and Personal Data, cooperate to remove or disable offers and listings, and settle any accrued obligations. Termination or expiry does not affect accrued rights. Clauses relating to intellectual property, confidentiality, data protection, anti-bribery, liability and indemnity, consequences of termination, notices, governing law and miscellaneous provisions survive termination or expiry.
21. Force Majeure
A Force Majeure Event means an event beyond the reasonable control of the affected Party that was not reasonably foreseeable at the date of the agreement and whose effects cannot reasonably be avoided or overcome, including natural disasters, war, terrorism, pandemics or epidemics declared by competent authority, or mandatory governmental orders requiring suspension of operations. Financial difficulty, inability to pay, Merchant staffing shortages, stock shortages, routine supplier issues and general market conditions are not Force Majeure Events.
The affected Party shall promptly notify the other Party, use reasonable endeavours to mitigate the impact and resume performance, and provide regular updates. If the Force Majeure Event continues for more than thirty consecutive calendar days, either Party may terminate without liability, provided that the Company’s accrued rights and rights in respect of unfulfilled or non-compliant offers are unaffected.
22. Notices
Formal notices must be in writing and delivered by hand, registered mail or recognised courier with proof of delivery, or email with confirmed receipt. For notices having immediate legal effect, including termination, breach or clawback, delivery must be by registered mail or courier with a simultaneous email copy.
Company notice details are those stated in the applicable Merchant Corporate Offer Agreement. Merchant notice details are as stated in the applicable Merchant Corporate Offer Agreement.
Notices are deemed received on the day of hand delivery if delivered before 5:00 pm on a Business Day, on the second Business Day after registered posting, on delivery confirmation for courier, and on confirmed receipt for email.
23. Governing Law and Dispute Resolution
The agreement shall be governed by and construed in accordance with the laws of the Emirate of Abu Dhabi and the applicable federal laws of the United Arab Emirates.
The Parties shall first attempt to resolve disputes through good-faith senior management negotiations for not less than twenty Business Days from written notice. If unresolved, the dispute shall be referred to the exclusive jurisdiction of the competent courts of the Emirate of Abu Dhabi, UAE, save that the Company may bring proceedings to enforce its Intellectual Property Rights, Confidential Information or to seek injunctive or equitable relief in any court of competent jurisdiction.
24. Miscellaneous
The applicable Merchant Corporate Offer Agreement and these Terms and Conditions constitute the entire agreement between the Parties and supersede all prior negotiations, discussions, representations and agreements relating to their subject matter.
No amendment is valid unless made in writing and signed by authorised representatives. The Merchant shall not assign, transfer, novate or dispose of rights or obligations without prior written consent. The Company may assign rights to any affiliate or successor entity upon written notice.
If any provision is invalid, illegal or unenforceable, it shall be modified to the minimum extent necessary and the remaining provisions shall continue in force. No failure or delay in exercising a right operates as a waiver. No waiver is effective unless in writing. The agreement may be executed electronically or in counterparts where applicable. The agreement is in English. If translated, the English version prevails.