Terms and Conditions: –

These Merchant Terms and Conditions (the “Terms and Conditions”) govern and are incorporated into the Merchant Agreement between MOUSSALLY LTD and the MERCHANT (collectively, the “Agreement”). MOUSSALLY LTD may amend the Agreement in its sole discretion and at any time.  The most recent version of the Terms and Conditions (as may be amended by MOUSSALLY LTD from time to time) will be available to view: (i) in MOUSSALLY LTD’s Mobile app, Website and/or (ii) as part of the MOUSSALLY LTD Merchant Newsletter. The Merchant agrees that either or both of these notification methods constitute adequate notice to inform the Merchant of any amendments to the Agreement and Merchant further agrees to be bound by any such amendments to the Agreement upon such notification.

 

1. Definitions and interpretations

 

In this Agreement the following words and phrases shall have the following meaning:

‘‘Advertising’’ means any and all advertising or promotional materials created in relation to a promotion or a deal;

“App or website content’’ means any and all content and material made available by or on behalf of MOUSSALLY LTD;

“App reporting system’’ means the MOUSSALLY LTD reporting tool on the app;

‘‘Business Day’’ means a day (other than a Saturday, Sunday or public holiday) when banks are generally open for business;

“Closing Day” means the latest date at which the promotion launch date can occur as set out in the App or website;

“Complaint’’ has the meaning set out in the app or website;

“Credit” means the virtual currency within the mobile app and the merchant software provided by MOUSSALLY LTD;

“Credits or Promotional Percentage Rate’’ means the applicable percentage rate set out in the Order Form or made duly available on the app or website or in any other acceptable form unless stated otherwise;

“Customer’’ means a person who is in bona fide possession of a promotion via the mobile app or has Wasel Credits in his App wallet which he wants to redeem;

“Customer Data’’ means all identifiable information of the customer who is in possession of the mobile app;

“Effective date’’ means the date of this agreement;

“Expiry date’’ means the date that a promotion will expire or if no date is set out in the App and/or website the promotion will be available until unless stated otherwise;

“Force Majeure Event’’ has the meaning set out in this agreement as any event outside the reasonable control of either party affecting its ability to perform any of its obligations (other than payment) under this Contract;

“IPR’’ means Intellectual Property Rights and refers  to the rights including without limitation, trade secrets, patents, copyrights, trademarks, service marks, rights (registered or unregistered) in designs, database rights (including rights of extraction), know-how, moral rights, lists of suppliers and customers and the proprietary knowledge in such information, domain names, rights protection of goodwill and reputation and similar rights of all types to the foregoing under the laws of any governmental authority, whether domestic or foreign, including all renewals, applications and registrations relating to the Effective Date;

‘‘Merchant’’ refers to the name of each merchant;

“Merchant Revenue Share” means the percentage rate;

 “Order Form” means the order form from setting out certain details specific to this agreement;

“Print advertising charges” means promotional charges appearing in print media from time to time should the company take this approach;

“Products” goods to sell at Merchant’s business;

“Promotion’’ means an advertisement on the mobile app which can be redeemed (i) at Merchant if the user is using Credits subject to terms of this agreement;

“Promotion Close’’ means the date/time when the promotion is no longer available on the mobile app / website;

“Promotion Launch Date’’ means the date that the promotion is first displayed on the mobile app/website;

“Promotion price’’ means the price at which a promotion will be displayed and or issued on the mobile app/website;

“Promotional program’’ means the activity of goods and services via the mobile app;

“Refunds’’ means refunds made at the exclusive discretion of MOUSSALLY LTD to a merchant due to a honoured complaint or a failure by MOUSSALLY LTD to fulfil its obligation under this agreement, but shall not include refunds made by MOUSSALLY LTD where a Customer has been acting fraudulently; –

 ‘‘Software application’’ means mobile based software application provided to Merchants for redemption and selling of credits by MOUSSALLY LTD.

“Term’’ has the meaning given to it in Clause 3;

“Trade Marks’’ means the trademarks, service marks, logos, trade names, business names and brands provided by Merchants to MOUSSALLY LTD for use in connection with this agreement;

“Validated Promotion’’ means a promotion which has been validated;

“Validated Promotion Revenue’’ means all sums received by MOUSSALLY LTD in respect of issues of Validated promotions excluding any Refunds;

“Validation’’ means a confirmation by MOUSSALLY LTD that a promotion is valid and can be exchanged for promotional products (and “validated” shall be construed accordingly);

“Wallet” means the software which stores the credits and allows buying, selling and redemption of credits;

“Wasel Gifts” refers to the name of the mobile app available on Apple store and Google Play.

2. Contract Between MOUSSALLY LTD and Merchant

 

2.1    No contract shall subsist between MOUSSALLY LTD and Merchant until the order form is fully and unequivocally signed by MOUSSALLY LTD and Merchant.

2.2    The Agreement between MOUSSALLY LTD and Merchant shall compromise the order form and these conditions.

 

3. Term

 

The term of the Agreement shall commence on the Effective Date and termination in accordance with Clause 14 of this Agreement.

 

4. Content

 

4.1    Merchant hereby grants MOUSSALLY LTD a non-exclusive, royalty free licence without prohibition to use the Merchant’s business and company content, including the Merchant Trade Marks, for use within the app and in the promotion of the app subject to any instruction or brand guidelines as may be notified to MOUSSALLY LTD by Merchant in writing and prior to 14 working days before the use of the said content within the app.

4.2    MOUSSALLY LTD acknowledges that nothing in this Agreement shall confer on MOUSSALLY LTD any right of ownership in the Merchant’s content by undertaking and executing this Agreement, MOUSSALLY LTD will acquire the right to lawfully use the Merchant’s content free of prohibition and legal restrictions.

 

5. MOUSSALLY LTD Obligations

 

5.1    MOUSSALLY LTD shall:

5.1.1    Use its reasonable means to actively display and promote the promotions on the app / website after the opening date at its sole discretion and as it sees fit. This clause does not restrict MOUSSALLY LTD’s discretion to decide:

5.1.1.1    Whether to display and promote the deal and/or offer on the app and/or website;

5.1.1.2    The frequency with which the deal or offer is to be promoted and

5.1.1.3    Whether to promote the deal or offer on consecutive or non-consecutive days;

5.1.2    Use reasonable means to allow Merchant the period of forty-eight (48) hours prior notice to the Promotion Launch Date; and

5.1.3    Provide the Merchant with Login details and access to the App Reporting Admin System.

This clause is not limited to the above matters and any dispute as to the display and promotion of any promotions and deals must be forwarded to MOUSSALLY LTD in writing who will determine the matter at its exclusive discretion.

 

6. Merchant Obligations

 

6.1    Merchant shall:

6.1.1    Provide Wasel Gifts app users with the facility to redeem the credits in the user’s wallet in return for the products once the Merchant receives the credits to his software system provided by MOUSSALLY LTD.

6.1.2    Ensure that it satisfies all applicable money laundering requirements pertaining to its business and reports all suspicious activity. The Merchant must conduct due diligence with customer verification and put into place controls to prevent its business being used for money laundering purposes, if covered by the Money Laundering Regulations 2007 and its associated provisions.

6.1.3    Directly pay and discharge and also indemnify MOUSSALLY LTD against all present and future taxes, charges, impositions, liabilities and outgoings whatsoever whether parliamentary, local or of any other description which now or hereafter may be assessed, charged, imposed or payable in connection to the terms of this Agreement.

6.1.4    Fully observe and comply with the terms of the Consumer Rights Act 2015 and to indemnify MOUSSALLY LTD against all actions, proceedings, claims and demands thereof

6.1.5    Honour the promotions for the Merchant Offering until the Promotional Value Expiry Date.

6.1.6    Subject to subsection 6.1.2 above which refers to the Merchant’s money laundering requirements, permit a Wasel Gifts app user the service of redeeming the credits in exchange for the products

6.1.7    Not inflate prices or impose any additional fees, charges, conditions or restrictions when providing the Merchant Offering that contradict or are inconsistent with the terms stated on the promotion, including the mobile app or website.

6.1.8   Take responsibility for all customer service and for undertaking due diligence in connection with credit redemption, credit selling and promotion offerings.

6.1.9    Take direct responsibility for any customer loyalty programs associated with the Merchant Offering.

6.1.10    Provide any necessary training as to how the software application is to be used enabling staff and authorised parties to sell credits, redeem credits and withdraw credits.

 

7. Credit Redemption

 

7.1    Each time a Wasel Gifts app user seeks to redeem the credit, the merchant receives the credits on his software system provided by MOUSSALLY LTD, where every 10 Credits are equal to £1.

7.2    Merchant is responsible for checking the transaction on the software system provided by MOUSSALLY LTD. Merchant is prohibited from undertaking and authorising the transaction without checking the credits are received in his wallet. Merchant will be solely responsible for any loss and liability incurred due to transactions which have not been checked.

 

8. Merchant Revenue Share

 

8.1    MOUSSALLY LTD is responsible for withdrawing the merchant’s Wallet and reimbursing him with the wallet monetary value every 16 business days

8.2    Any App Credit which has not been received by the merchant will not be included for the purpose of calculating credits or revenue share and MOUSSALLY LTD will not accept any claim or demand by Merchant in respect of this matter.

8.3    All Merchant credit redemptions or credit sale value are inclusive of VAT.

8.4    MOUSSALLY LTD is not a financial advisor or officer of the Courts of England and Wales and cannot provide any financial, tax related or legal advice to Merchant. It is agreed that prior to entering into this Agreement Merchant has obtained due advice and assistance in respect of all financial, legal and regulatory matters which do and may in future affect Merchant’s ability to undertake this Agreement.

8.5    If MOUSSALLY LTD fails to pay any amount due to Merchant and if the sum remains unpaid for 7 business days then Merchant shall be entitled to claim the payments back and may address this matter in writing to MOUSSALLY LTD.

8.6    Any dispute in relation to a promotion or credit redemption must be notified to MOUSSALLY LTD within 28 business days of electronic receipt.

 

9. Payment

 

9.1    The software provided by MOUSSALLY LTD will provide a full statement for all transactions and subject to Merchant observing and adhering to its obligations following 16 working days MOUSSALLY LTD will settle the account with the Merchant by making payment where Merchant wants to withdraw credits from the Wallet.

9.2    MOUSSALLY LTD will have no obligation to advance amounts that have been paid directly to MOUSSALLY LTD by the purchaser until Merchant has complied with its obligations under this Agreement. This clause does not affect any other action or remedies available to MOUSSALLY LTD for non-performance of this Agreement.

9.3    Merchant agrees that MOUSSALLY LTD and parties authorised by MOUSSALLY LTD may review Merchant’s credit history, which may include a soft credit check and if applicable, Merchant will be provided with written notice of this intended review from MOUSSALLY LTD and its authorised parties not less than 48 hours prior to conducting the same.

9.4    Merchant agrees that MOUSSALLY LTD and parties authorised by MOUSSALLY LTD may inspect the (records/documents/software system in place) in order to ascertain whether the obligations on behalf of Merchant are being observed and performed. If applicable Merchant will be provided with written notice of this inspection not less than 48 hours prior to conducting the same.

9.5    If Merchant is unwilling or cannot perform its obligations under this Agreement, MOUSSALLY LTD is authorised to offset or withhold future payment and secure reimbursement from Merchant for any refunds.

9.6    MOUSSALLY LTD can access the Merchant account details and history via the software application and make necessary changes if required.

9.7    MOUSSALLY LTD is authorised to initiate credit transaction entries to Merchant’s account following receipt of the relevant transaction details in writing from Merchant.

9.8    In the event of administrative or numerical errors, MOUSSALLY LTD is authorised to initiate debit entry adjustments in the Merchant Bank Account to rectify any error.

9.9    Merchant will accept the amounts received from MOUSSALLY LTD without dispute as payment in full for all services provided by Merchant as delivered pursuant to the Credit sale and redemption.

9.10    Merchant is solely responsible for complying with any contractual requirements imposed by its contracts with Third-Parties, including but not limited to requirements related to offering discounted services.

9.11    It is agreed that Merchant will pay, discharge and fully indemnify MOUSSALLY LTD against any taxes and rates which may be payable in respect of Merchant’s income and business.

 

10. Customer Data Restrictions

 

10.1    Merchant undertakes that it shall use Customer Data only to fulfil its redemption obligations in connection with the Merchant Offering as authorised by this Agreement. Merchant expressly agrees that all Customer Data shall be used only for this purpose (including, but not limited to, the redemption of Vouchers, promotions, offers and provision of goods and services to purchasers), and not to enhance a file or list owned by Merchant, or any third party.

10.2    Merchant represents, warrants and covenants that it will not resell, broker or otherwise disclose any Customer Data to any third party, in whole or in part, for any purpose, unless required by applicable law.

10.3    If Merchant engages any third party to facilitate its redemption obligations hereunder, Merchant shall ensure that the third party implements and complies with reasonable security measures in handling all Customer Data. If any Customer Data is collected directly by Merchant or a third party engaged by Merchant to facilitate its redemption obligations hereunder, Merchant shall ensure that it or such third party adopts, posts and processes the Customer Data in conformity with its posted privacy policy and all applicable laws.

10.4    Merchant shall immediately notify MOUSSALLY LTD if Merchant becomes aware of any matters or suspects any unauthorised access to or use of Customer Data or any confidential information of MOUSSALLY LTD using the Mobile App and shall cooperate with MOUSSALLY LTD in the investigation of such breach and the mitigation of any damages. Merchant will bear all associated expenses incurred by MOUSSALLY LTD to comply with applicable laws (including, but not limited to, any data breach laws) or arising from any unauthorised access or acquisition of Customer Data while such data is in Merchant’s reasonable possession or control. Upon termination or expiration of this Agreement, Merchant shall, as directed by MOUSSALLY LTD destroy or return to MOUSSALLY LTD all the Customer Data in Merchant’s or any agent of Merchant’s possession.

 

11. Disclosure of Information

 

11.1    Merchant agrees that it will not use, disclose, or communicate and shall use all reasonable means to prevent the improper use, disclosure and/or communication of any information of a secret or confidential nature (including but not limited to business plans, maturing new business opportunities, research and development projects, product formulae, processes, inventions, designs, discoveries or know-how, sales statistics, marketing surveys and plans, costs, profits or loss figures or accounts or related information, pricing structures, the names and address and contact details of customers and potential customers)  provided that this restriction shall not apply to any such information that reaches the public domain other than as a result of unauthorised disclosure by Merchant.

 

12. Term and Termination

 

12.1    This Agreement will continue in effect until terminated by either party in accordance with this Section (“Term”).

12.2    MOUSSALLY LTD is authorised to terminate this Agreement, at any time for any reason, upon written notice to Merchant.

12.3    Merchant is authorised to terminate this Agreement upon providing not less than 14 days notice in writing to MOUSSALLY LTD.

Provisions in this Agreement that are intended to survive termination will continue in full force and effect after the Term without prejudice to any of the rights that MOUSSALLY LTD may have.

 

 

 

 

13. Marketing

 

MOUSSALLY LTD and its business partners may communicate with Merchant with regard to products, promotions, and other services that may be of interest to Merchant. This may include email or other communications. MOUSSALLY LTD may also solicit Merchant’s opinion for market research purposes.

 

 

14. Intellectual Property Rights

 

14.1    Merchant grants to MOUSSALLY LTD a non-exclusive, worldwide, royalty free, paid-up, perpetual, irrevocable, transferable and sub-licensable license and right to use, modify, reproduce, sublicense, publicly display, distribute, broadcast, transmit, stream, publish and publicly perform: Merchant’s name, logos, trademarks, service marks, domain names, and any audiovisual content, video recordings, audio recordings, photographs, graphics, artwork, text and any other content provided, specified, recommended, directed, authorised or approved to use by Merchant (collectively, “Merchant IP”); and (b) any third party’s name, logos, trademarks, service marks, domain names, audiovisual recordings, video recordings, audio recordings, photographs, graphics, artwork, text and any other content provided, specified, recommended, directed, authorized or approved for use by Merchant (collectively, “Third Party IP”), in each case in connection with the promotion and resale of the goods and services in all media or formats now known or hereinafter developed (“License”). Any use of the Merchant IP or Third Party IP as contemplated in this Agreement is within MOUSSALLY LTD’s sole discretion.

14.2    Merchant acknowledges and agrees that, as between the parties, MOUSSALLY LTD owns all interest in the Mobile App Website, Customer Data, MOUSSALLY LTD trade names, logos, trademarks, service marks, domain names, social media identifiers, all data collected through or from the Website, all audiovisual content, video recordings, audio recordings, photographs, graphics, artwork, text or any other content created by MOUSSALLY LTD or at MOUSSALLY LTD’s direction, or assigned to MOUSSALLY LTD, and any materials, software, technology or tools used or provided by MOUSSALLY LTD to promote, resell or distribute the goods and services and conduct its business in connection therewith.

14.3    Merchant shall not use, sell, rent, lease, sublicense, distribute, broadcast, transmit, stream, place shift, transfer, copy, reproduce, download, time shift, display, perform, modify or timeshare the MOUSSALLY LTD IP or any portion thereof, or use such MOUSSALLY LTD IP as a component of or a base for products or services prepared for commercial use, sale, sublicense, lease, access or distribution, except that MOUSSALLY LTD grants Merchant a limited, non-exclusive, revocable, non-transferable, non-sub licensable license during the Term to use one copy of MOUSSALLY LTD’s mobile merchant software application on a single mobile computer, tablet computer, or other device, solely for the purposes permitted by that software, and to make one copy of the software for back-up purposes.

14.4    Merchant shall keep MOUSSALLY LTD IP confidential, and shall not prepare any derivative work based on the MOUSSALLY LTD IP or translate, reverse engineer, decompile or disassemble the MOUSSALLY LTD IP.

14.5    Merchant shall not take any action to challenge or object to the validity of MOUSSALLY LTD rights in the MOUSSALLY LTD IP or MOUSSALLY LTD ownership or registration thereof. Except as specifically provided in this Agreement, Merchant and any third party assisting Merchant with its obligations in this Agreement, are not authorised to use MOUSSALLY LTD IP in any medium without prior written approval from an authorised representative of MOUSSALLY LTD.

14.6    Merchant shall not include any trade name, trademark, service mark, domain name, social media identifier, of MOUSSALLY LTD or its affiliates, or any variant or misspelling thereof, in any trademark, domain name, email address, social network identifier, metadata or search engine keyword.

14.7    Merchant shall not use or display any MOUSSALLY LTD IP in a manner that could reasonably imply an endorsement, relationship, affiliation with, or sponsorship between Merchant or a third party and MOUSSALLY LTD. All rights to the MOUSSALLY LTD IP not expressly granted in this Agreement are reserved by MOUSSALLY LTD.

14.8    If Merchant provides MOUSSALLY LTD or any of its affiliates with feedback, suggestions, reviews, modifications, data, images, text, or other information or content about a MOUSSALLY LTD product or service or otherwise in connection with this Agreement, Merchant irrevocably assigns to MOUSSALLY LTD all rights, title, and interest in and to such content aforementioned .

14.8.1    Use, reproduce, perform, display, and distribute Feedback and

and adapt, modify, re-format, and create derivative works of Feedback for any purpose and sublicense the foregoing rights to any other person or entity.

14.9    Merchant warrants that:

14.9.1    Feedback is Merchant’s original work, and Merchant obtained Feedback in a lawful manner; and

14.9.2    MOUSSALLY LTD and its sublicenses’ exercise of rights under the clauses above will not violate any person’s or entity’s rights, including any copyright rights. Merchant agrees to provide MOUSSALLY LTD such assistance as MOUSSALLY LTD might require to record or maintain MOUSSALLY LTD rights in relation to Feedback.

 

15     Representations and Warranties

 

15.1    Merchant represents and warrants that:

15.1.1    Merchant has the relevant power and authority to enter into and be bound by this Agreement;

15.1.2    Merchant, if required by law, is registered for sales and tax reporting and collection purposes in all jurisdictions where Merchant’s goods and services will be provided;

15.1.3    The Promotion / Voucher, upon being made available via the Mobile App and delivered by MOUSSALLY LTD, will be available immediately for redemption and Merchant will have it in stock until the Promotional Value Expiration Date. There will be a sufficient number of units of the Merchant Offering that enable Merchant to fulfil its redemption obligations;

15.1.4    Merchant owns all interest in relation to the Merchant IP and has licensing rights;

15.1.5    the Merchant IP and the Third Party IP and the goods or services, MOUSSALLY LTD uses and promotion thereof and the results of such goods or services, will not infringe, misappropriate, or otherwise violate, any patent, copyright, logo, trademark, service mark, trade name, rights in designs, or other intellectual property right or right of privacy or publicity of any third party or any applicable law;

15.1.6    The Merchant IP and Third Party IP does not include any material that is unlawful, threatening, abusive, defamatory, vulgar, obscene, profane or otherwise objectionable, or encourages conduct that constitutes a criminal offence, gives rise to civil liability or otherwise violates any law;

15.1.7    Merchant represents that Merchant and its employees, contractors and agents have received training and hold all required and up-to-date regulatory authorisation, licenses and certifications relating to any Merchant Offering to provide the goods or services described in this Agreement;

15.1.8    Merchant’s business information and direct deposit details as provided in this Agreement, are accurate and Merchant is the authorised entity to deal with the funds forwarded to and by MOUSSALLY LTD;

15.1.9    Merchant is not authorised to resell, broker or otherwise disclose any Customer Data to any third party, in whole or in part, for any purpose, and Merchant is not authorised to copy or otherwise reproduce any Customer Data other than for the purpose of redeeming or verifying the validity of Mobile App Code;

15.1.10Merchant Offering is free from defects in workmanship, materials and design, merchantable and suitable for the purposes stated.

 

16. Indemnifications

 

To the extent allowed under applicable law, Merchant agrees to protect and indemnify MOUSSALLY LTD, its affiliated and related entities, and any of its respective officers, directors, agents and employees, against any claims, lawsuits, investigations, penalties, damages, losses or expenses (including but not limited to reasonable legal fees and costs) arising out of or relating to any of the following:

16.1    Any breach or alleged breach by Merchant of this Agreement, or the representations and warranties made in this Agreement;

16.2    Any claim for tax obligations of Merchant arising from the sale and redemption Wasel Credits;

16.3    Any claim arising out of a violation of any law or regulation governing Merchant’s goods and/or services;

16.4    Any claim by a purchaser or anyone else arising out of or relating to the goods and services provided by Merchant and/or pick up of the goods and services at the Redemption Site, including but not limited to, any claims for false advertising, product defects, personal injury, death, or damage to property;

16.5    Any claim by a customer for the credits redeemed and

16.6    Any claim arising out of Merchant’s misuse of Customer Data, or any violation of an applicable data privacy or security law.

 

17. Confidentiality

 

17.1    The terms of this Agreement are strictly confidential, and Merchant agrees not to disclose the terms described in this Agreement to any party other than to its employees, parent companies, shareholders, lawyers and accountants on a strict need-to-know basis or as required by applicable public records and other law.

17.2    In the event of a breach, MOUSSALLY LTD is entitled to injunctive relief and a decree for specific performance, and any other relief allowed under applicable law including monetary damages if appropriate.

 

18. Limitation of Liability

 

18.1    Save for Merchant’s indemnification obligations under the terms of the Agreement, under no circumstances is either party liable or obligated to the other party or any third party for any lost profits, lost business, special, incidental, exemplary, consequential, punitive, or indirect damages regardless of the form of action, whether in contract, or otherwise, even if informed of the possibility of any such damages in advance.

18.2    It is agreed that MOUSSALLY LTD’s sole and complete liability to Merchant for any claims arising out of or relating to this agreement, or any errors and omissions of any Promotional offers or App Unique Code is limited to the sums retained by MOUSSALLY hereunder for the preceding six (6) months final calculation and reconciliation of funds.

 

19. Dispute Resolution

 

All disputes arising out of, or relating in any way to this Agreement, shall be resolved pursuant to this Section of Dispute Resolution.

 

19.1    Binding Arbitration

19.2    EXCEPT AS SPECIFICALLY STATED HEREIN, ANY DISPUTE OR CLAIM BETWEEN MERCHANT AND MOUSSALLY LTD ARISING OUT OF, OR RELATING IN ANY WAY TO, THIS AGREEMENT (“DISPUTES“) SHALL BE RESOLVED EXCLUSIVELY BY FINAL and BINDING ARBITRATION.

19.3    The provisions of this section shall constitute Merchant’s and MOUSSALLY LTD’s written agreement to arbitrate Disputes under the Arbitration Act. The arbitration will be administered by the UK Arbitration Association (“UKAA”) and conducted before a single independent arbitrator pursuant to its applicable rules, including those applicable to Commercial Disputes.

19.3.1    The arbitrator will apply and be bound by this Agreement, apply applicable law and the facts, and issue a reasoned award.

19.4    To begin an arbitration proceeding, Merchant or MOUSSALLY LTD must submit the Dispute by making a demand for arbitration. If Merchant demands arbitration, it shall simultaneously send a written copy of the completed demand to the following address of MOUSSALLY LTD, 1630 The Cube West, Wharfside Street, Birmingham, B1 1PP.

19.5    If MOUSSALLY LTD demands arbitration, it shall simultaneously send a written copy of the completed demand to Merchant’s address as recorded in this Agreement.

19.6    It is agreed that payment for all filing, administration and arbitrator fees will be governed by the applicable rules. MOUSSALLY LTD will reimburse Merchant with those fees for Disputes totaling less than the sum of £5,000.00 pounds sterling if Merchant is the prevailing party in such arbitration and it is determined that Merchant’s demand was well founded.

19.7    MOUSSALLY LTD will not seek legal fees and costs in arbitration unless the arbitrator determines that a Merchant Dispute is frivolous or unfounded.

19.8    The arbitration will be conducted based upon written submissions unless Merchant requests and/or the arbitrator determine that a telephone or in-person hearing is necessary. If the arbitrator grants the request or determines that an in-person hearing is necessary, the hearing will proceed in United Kingdom unless the arbitrator determines or that the matter should proceed in the country of Merchant’s principal place of business.

 

20. Injunctive Relief / Legal Fees

 

Notwithstanding anything to the contrary in this Agreement, either party may bring suit in Courts of England seeking an injunction or other equitable relief arising out of or relating to claims that the other party’s conduct may cause the other irreparable injury.
In the event MOUSSALLY LTD is the prevailing party in any Dispute, subject to any exceptions in this section, Merchant shall pay to MOUSSALLY LTD all reasonable legal fees and costs incurred by MOUSSALLY LTD in connection with any dispute.

 

 

21. Transfer or Assignment

 

21.1    Merchant is not authorised to transfer or assign its rights or obligations under this Agreement, whether by operation of law or otherwise, without obtaining the express written consent to the same from MOUSALLY LTD

21.2    Any waiver must be in writing and signed by an authorised signatory of MOUSALLY LTD.

21.3    MOUSALLY LTD is authorised to transfer or assign this Agreement to a present or future affiliate or pursuant to a merger, consolidation, reorganization or sale of all or substantially all of the assets or business, or by operation of law, without notice to Merchant.

If any provision of this Agreement should be held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement are not affected.