#Terms & Conditions
Terms & Conditions
Eligibility
By agreeing to the Terms, you represent and warrant to us: (i) that you have read and fully comprehend these Terms & Conditions and all resulting in duties, obligations, and rights (ii) that you have not previously been suspended, removed or deactivated from the Service, and (iii) that your registration and your use of the Service is in compliance with any and all applicable laws and regulations.
Any breach of these representations may result in MTHMR revoking your permission to use the Service and your account may terminate, pursuant to these Terms.
If you are using the Service on behalf of an entity, organization, or company (collectively "Subscribing Organization"), you are an authorized representative of that Subscribing Organization with the authority to bind such organization to these Terms; and agree to be bound by these Terms on behalf of such Subscribing Organization. In such a case, "you or the Merchant" in these Terms refers to your Subscribing Organization, and any individual authorized to use the Service on behalf of the Subscribing Organization, including you.
Accounts & Registration
To access most features of the Service you must register for a Merchant account. When you register for an account, you may be required to provide us with some information about yourself and your organization (such as CR, Licenses, Postal Address, Email Address, and other Contact Information).
You agree that the information you provide to us is and will be accurate and up-to-date at all times.
When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password.
You also agree to use one or more of the following multi-factor authentication methods in order to provide further security to your account:
(i) phone number,
(ii) email address, or
(iii) such other method as may be offered by MTHMR in its sole discretion.
If you are accessing your MTHMR account from a new device (or if you are logging in to your MTHMR account for the first time), you must first log in using your username and password, then complete the multi-factor authentication process you have selected. Once you confirm your identity via the multi-factor authentication process, you will have full access to your MTHMR account.
You agree to accept responsibility for all activities that occur within and pursuant to your account.
If you have reason to believe that your account is no longer secure for any reason (for example, in the event of a loss, theft, or unauthorized disclosure or use of your password), then you agree to notify us immediately by submitting a ticket from within the app or portal or visiting our Help Center. If you are unable to log in to the Help Center please send an email to Support@mthmr.com.
Location Data
Some features of the Service enable us to tailor your experience in the Service based on your location. If you decline to provide location information, or if, in our judgment, we cannot verify your location, you will be unable to utilize some features of the Service.
Definitions
In these Terms & Conditions, the following words and expressions shall have the meaning stated:
MTHMR is a fintech company that owns and controls fintech platforms and applications named (MTHMR). MTHMR is a partner with financial institutions that provides merchants with data-driven marketing opportunities.
The Merchant or (Subscribing Organization) is any merchant or retailer that sells goods and products to his own customers (end-user), offers a cashback opportunity, and wishing to advertise on MTHMR's platforms and application to utilize the marketing and advertising services provided by the platforms and application.
Terms & Conditions: are the terms stated herein governing the relationship between MTHMR and the Merchant and under which MTHMR is required to carry out the services stated hereof-. These Terms & Conditions are considered as the binding agreement between MTHMR and the Merchant.
Advertisement: the electronic advertisement on MTHMR platforms and applications as specified in these terms and related to the products and campaigns.
MTHMR Platforms: the platforms owned by and in the control of MTHMR Tech on which the advertisement is to be displayed in accordance with these Terms & Conditions in addition to the financial institutions’ platforms.
MTHMR Application: the application owned by and in the control of MTHMR Tech on which the advertisement is to be displayed in accordance with these Terms & Conditions.
Cash-Back: has the same meaning as stated in these Terms & Conditions.
Redeemed Cashback: the percentage of cashback that is deducted from Merchant’s sales through MTHMR platforms.
Fees and Revenue: the service fee paid by the merchant to MTHMR in consideration for the services as set forth in these Terms & Conditions.
Effective Date: the effective date of these Terms & Conditions governing the relationship between MTHMR and the Merchant that commences on the date of the Merchant’s subscription and acceptance of these Terms & Conditions.
Force Majeure: has the meaning given in these Terms & Conditions.
Intellectual Property Rights: all intellectual property rights including without limitation MTHMR platforms, application, Trademarks, and copyrights, in each case whether or not registered and including applications for the registration or grant of any of the foregoing and further including any such rights in specifications, data, technical information, software, formulae, calculations, and other materials.1.
Tax or Taxes: any tax including VAT, imposed by any competent government authority in connection with the service.
Viruses: any computer code or programming instructions that are constructed with the ability to damage or affect computer programs, data files, or hardware.
Service
MTHMR advertising and marketing services provide merchants with data-driven marketing opportunities.
MTHMR service utilizes anonymized transaction data from financial institutions to identify and target customers for cashback offers.
These offers are funded by the merchants and facilitated through MTHMR platforms.
MTHMR reserves the right to involve a third party in the approval of the advertisement prior to delivery to MTHMR for display.
Term
This binding agreement resulting from the Merchant’s acceptance of these Terms & Conditions commences on the agreeing date by the Merchant.
Currency
1. Any payments, prices, fees or transfers under the provisions of these Terms & Conditions shall be made and calculated in Saudi Arabian Riyals (SAR).
Licenses & Permits
1. LICENSES: The Merchant undertakes the obtaining of all necessary licenses from the relevant authorities required for, cashback campaigns and/or entering into such agreements and performing the obligations stated hereof.
2. PERMITS: The Merchant undertakes the obtaining of all necessary permissions from the relevant authorities required for, cashback campaigns and/or entering into such agreements and performing the obligations stated hereof.
Cashback
The Cashback concept is any amount, percentage, or payment that is redeemed according to any cashback advertisement campaign that appeared and registered in MTHMR platforms by the Merchant.
2. The Merchant undertakes that all cashback shall be paid back to the end user through MTHMR platforms.
Advertising
MTHMR provides access to the Merchant to advertise in MTHMR platforms, which includes (but not be limited to) the following:
The- Merchant’s ability to advertise and display the campaign on MTHMR platforms and or applications
Access to proprietary platforms that utilize bank transaction data to target relevant customer segments for marketing campaigns.
Creation and management of cashback offers.
Detailed reports based on the performance of the Merchant’s campaigns, which includes redemption rates, customer engagement metrics, and ROI analysis.
Advertising in MTHMR platforms is subject to the following conditions:
Any advertisement should be approved by MTHMR at its own discretion.
The Merchant is responsible for ensuring that the advertisement satisfies the technical requirements and complies with the applicable laws and regulations of the Kingdom of Saudi Arabia.
MTHMR has the right, in its absolute discretion to decline to display, omit, suspend, or remove any advertisement from MTHMR platforms or applications.
The advertisement should be delivered together with all materials required for the display of the advertisement on MTHMR platforms and applications.
The Merchant may change or revise the advertisement campaign during the term of these Terms & Conditions.
The parties shall be subject to the cookies regulations or relevant rules prevailing in the Kingdom of Saudi Arabia.
Cashback Campaign
The Merchant may create any cashback campaign by selecting the data provided by MTHMR through the Merchant Personal Portal in MTHMR platforms. The Merchant shall perform all the obligations with regard to the agreed and selected payment portfolio hereunder.
MTHMR shall create for the Merchant a personal portal to advertise in MTHMR platforms and the Merchant may state his own cashback campaign conditions.
The Merchant shall have the right to change and/or amend the conditions of his campaign by following the instructions stated in the platforms.
MTHMR shall not be liable for any changes and/or amendments that are made in breach of these Terms & Conditions.
Payment Portfolio
Calculation and Collection of Service Fees:
The service fees shall be calculated as follows:
The Merchant shall open a pre-paid portfolio account with MTHMR and deposit cash into that account subject to the terms set forth.
MTHMR shall manage and maintain this portfolio account and deduct any due fees and expenses according to the provisions stated in these Terms & Conditions.
The service fees shall be collected from the pre-paid portfolio account as follows:
The Merchant shall add the service fee percentage of 00% in addition to the campaign deposited amount.
The Merchant shall add the VAT percentage of 15% in addition to the campaign deposited amount.
MTHMR shall deduct any due fees and expenses that MTHMR is entitled to according to the provisions stated in these Terms & Conditions.
MTHMR shall inform the Merchant at the end of each month of all the deductions operations on the portfolio account.
Service Fees
The service fee that shall be paid by the Merchant to MTHMR is 20-40% of the total cashback amount redeemed through MTHMR platforms according to the payment portfolio clause.
In consideration of the payments to be made by the Merchant to MTHMR under these Terms & Conditions, MTHMR hereby covenants with the Merchant to fully perform the services therein in conformity with the provisions of these Terms & Conditions.
In consideration of MTHMR obligations to be performed under these Terms & Conditions, the Merchant covenants to pay to MTHMR the fees, at the times and in the manner prescribed by these Terms & Conditions in the payment portfolio clause.
Any late payments of the service fees will incur a 5% late fee on the outstanding amount for every 30 days of delay.
MTHMR Bank account: Any payments or transfers to MTHMR shall be made to the following account:
Account name: Mthmr Tech
Account No: 0108095383900017
Bank name: Arab National Bank
IBAN: SA7930400108095383900017
Payment
Calculation and Collection of Service Fees:
Payments shall be made on the basis and in accordance with these Terms & Conditions as follows:
All payments due, deductions or transfers under these Terms & Conditions shall be made by electronic bank transfer to the account stated in these Terms & Conditions or designated in the relevant report, or as designated by written notice to the Merchant by MTHMR.
Any fees and all payments shall be made in SAR (Saudi Arabia Riyal) in accordance with the provisions of these Terms & Conditions.
In the event of any disagreement between MTHMR and the Merchant with respect to cashback redeemed, the matter shall be promptly brought to the attention of the top management and the matter shall be settled amicably by a written agreement between MTHMR and the Merchant.
Payment default & Service Suspension
If the Merchant fails to comply with the payment terms within the allowed period as stipulated under the provisions of these Terms & Conditions, MTHMR shall have the right to suspend providing the service to the Merchant until all due amounts and/or outstanding amounts are paid to MTHMR in addition to any penalties and/or costs.
Taxes & VAT
The fees and payment are exclusive of taxes and VAT, the Merchant shall bear all taxes and VAT connected with any payment made according to these Terms & Conditions , in the event that MTHMR paid on behalf of the Merchant any taxes, duties or other government charges in relation to these Terms & Conditions, that the Merchant is required to pay, such taxes, duties or other government charges, the Merchant indemnifies MTHMR in relation to the same and shall repay MTHMR at cost.
Upon request and during each fiscal year, MTHMR shall provide to the Merchant all of the VAT-related documentation relating to these Terms & Conditions to assist the Merchant with its tax deduction claims with tax authorities.
Obligations
The Merchant shall Pay the 20-40% service fee, charged by MTHMR, on the total cashback amounts redeemed by customers.
The Merchant shall define the parameters of their offers, including the target customer segment, duration of the offer, and the cashback percentage.
The Merchant shall pay any VAT fees required and perform all the obligations set out in these Terms & Conditions.
The Merchant shall apply any marketing offer changes on the Merchant Portal at the time of the change decision.
The Merchant shall make sure that the advertisement complies with applicable laws and regulations.
The Merchant shall make sure that the advertisement does not infringe the rights of any third party.
The Merchant shall make sure that no hypertext link used in the advertisement shall cause MTHMR to incur any liability.
MTHMR shall permit the Merchant to access MTHMR platforms.
MTHMR shall manage the campaign setup, execution, and performance analysis.
MTHMR shall use its reasonable endeavours to adhere and comply with any specific instructions provided by the Merchant in relation to the campaign.
MTHMR shall use its reasonable endeavours to display the advertisement as stated in the provisions of these Terms & Conditions.
The Parties shall perform their obligation in good faith.
The Parties shall comply with applicable laws and regulations.
The Parties shall acknowledge that any Cookies Regulations are relevant to third-party cookies.
Reports
MTHMR shall provide the Merchant with monthly reports detailing campaign performance, including the number of offers redeemed, total cost of redeemed offers, and an analysis of the campaign’s impact on sales.
The Merchant shall provide MTHMR with monthly reports detailing the cashback redeemed through the platforms.
The Merchant will have access to a dashboard for real-time performance tracking.
Termination
These Terms & Conditions and the rights granted herein, may be terminated by MTHMR in the event that:
THE Merchant defaults in the performance of any of its duties or obligations under these Terms & Conditions and fails to cure such default within (10) ten days from receiving a notice from MTHMR specifying the basis of the default.
Termination notice sent by MTHMR to the Merchant.
The Merchant entered into a liquidation process whether compulsory or voluntary.
Termination of these Terms & Conditions for any reason shall not release the Merchant from any obligation to pay to MTHMR any amount that has accrued or become payable at or prior to the date of termination.
The Merchant shall have the right to terminate these Terms & Conditions at any time provided there are no pending or outstanding obligations on the Merchant.
Upon termination MTHMR shall have the right to suspend or delete all accounts and portals of the Merchant from the platforms or from the application.
Indemnities
The Merchant shall defend, indemnify, and keep MTHMR indemnified both during and after the term of these Terms & Conditions, from and against all claims, damages, losses, and expenses in respect of:
Damages arising out of or in connection with or by reason of display of the advertisement or breach of any obligations set forth. Or
Any negligence or wilful act of the Terms & Conditions by the Merchant.
Notwithstanding any other provision in these Terms & Conditions to the contrary, the indemnities set forth in this clause, shall survive the termination or expiry, for any reason, of these Terms & Conditions.
Each party agrees to defend, indemnify, and hold harmless the other party, from any and all liability or penalty including costs, fines, claims or damages, and lawyers’ fees, which may arise because of the failure or breach of that party or any of its employees with any Applicable Law or regulation.
Force Majeure
No delay or failure of performance of any obligation under these Terms & Conditions by either Party shall constitute default hereunder or give rise to any claims for damages (if any) to the extent that such delay or failure:
(i) Is beyond the Party's reasonable control.
(ii) Results from an event or condition which is unforeseeable.
(iii) Cannot by the exercise of reasonable diligence, be prevented or avoided.
Force Majeure events shall include, but not be limited to, earthquakes, floods, hurricanes, lightning, fire, or other natural disasters, orders, restraints, or prohibitions by any governmental authority, acts of war hostilities, riots, and civil disorder.
If a condition of Force Majeure continues for ninety (90) consecutive days and makes the performance under these Terms & Conditions entirely impossible, either party may terminate the Agreement forthwith by notice in writing to the other party.
If a condition of Force Majeure that makes the performance under these Terms & Conditions only partially impossible continues for ninety (90) consecutive days, then MTHMR may, at its option, terminate such portions of these Terms & Conditions that cannot be reasonably performed as provided under these Terms & Conditions by notice in writing to the Merchant; Performance of the remainder of these Terms & Conditions shall continue to be required unless otherwise agreed by the parties.
Intellectual Property Rights
Definition
For the purposes of these Terms & Conditions, Intellectual Property means all copyright (throughout the world in all languages), designs, Marks, products, confidential information, ideas, know-how, techniques, patents and other intellectual property (whether registered or unregistered) which is owned or used by the Seller and its affiliates and includes the Products.
"MTHMR IPR" all Intellectual Property Rights created by MTHMR or licensed to MTHMR (other than by the Merchant), whether before or after the date of these Terms & Conditions.
"Merchant IPR" means all Intellectual Property Rights created by the Merchant or licensed to the Merchant, whether before or after the date of this Contract.
"Measurement Data" means all data and information collected by the Merchant (including all data collected by its measurement platforms and related hardware and software), or which the MTHMR makes available to the Merchant or individuals or organizations who participate in the Project (such as internet users and internet service providers), including all analysis data relating to the same.
Grant of License
The Merchant grants MTHMR a non-exclusive licence of the Intellectual Property for the Term, solely for use in connection with and as required for the performance of the advertising and marketing cashback Campaign of the merchant and/or for marketing the platforms’ services.
The ownership of the intellectual property rights provided by the MTHMR in implementation of the provisions of these Terms & Conditions, such as designs, programs, methods, and others is the ownership of MTHMR and no license granted means the transfer of ownership nor a part of the ownership of MTHMR's IPR.
MTHMR grants The Merchant a non-exclusive license of the Intellectual Property for the Term, solely for use in connection with and as required for the performance of the advertising and marketing the cashback Campaign of the merchant and/or for marketing the platforms’ services.
The Merchant acknowledges and agrees that:
MTHMR (and/or its affiliates) are the sole owner or owners of the Intellectual Property;
it must not do anything that would infringe or allow the infringement of the Intellectual Property, or that would be prejudicial to the rights and interests of MTHMR and/or its affiliates in relation to the Intellectual Property;
it must immediately cease to use any part of the Intellectual Property on written request by MTHMR.
Claims and Changes to the Intellectual Property:
The Merchant must immediately but in any event within three (3) Business Days notify MTHMR, in writing, of any claim by a third party in relation to the Intellectual Property and/or any changes to be made to the Intellectual Property. The changes include but are not limited to colour, size or font. it must not do anything that would infringe or allow the infringement of the Intellectual Property, or that would be prejudicial to the rights and interests of MTHMR and/or its affiliates in relation to the Intellectual Property;
Only the MTHMR and/or its affiliates will be entitled to defend or take any action in relation to the Intellectual Property owned by MTHMR.
Only the Merchant and/or its affiliates will be entitled to defend or take any action in relation to the Intellectual Property owned by the Merchant (and/or its affiliates, grantors).
The Merchant shall indemnify, defend and hold MTHMR harmless from and against any and all judgments, settlements, damages, penalties, costs and expenses (including, but not limited to, reasonable legal fees) against the Merchant arising from any successful third party claim that the provision of the services or the use of the Merchant IPR or Measurement Data in accordance with the terms of this Contact infringes the Intellectual Property Rights of a third party, provided that the Merchant: (i) promptly notifies the MTHMR in writing of any such actual or threatened claim; (ii) ceases to use the infringing items at the Merchant request.
Regulation of Marks
Each Party shall regulate their respective marks and for the avoidance of doubt, marks belonging to both Parties appearing on (including but not limited to) any labels/ packaging/ advertising & promotion materials shall not be deemed as co-branding.
Costs of Registration or Application
In the event of any applications to register an Intellectual Property and/or applications for any approvals/ waiver/ consents to (including but not limited to) any organizations/ bodies, all registration/ MTHMR shall not incur application costs or any other costs.
Communications
Any notice, request or other communication to be given under these Terms & Conditions shall be in writing and directed through official communication channels whether to the official addresses of the parties or by email to the designated email addresses for such purposes or through the communication and contact option in the platform, Merchant portal or application (any change or new addresses shall be notified to the other Party).
A notice or communication shall be delivered when sent by email or after two (2) business days after the date of posting on the platforms.
Confidentiality
Definition
For the purposes of this clause, Confidential Information means all confidential information, material, and technology (including the Intellectual Property) disclosed or provided in any form by any Party to the other Parties in connection with the subject matter of these Terms & Conditions.
Mutual Obligation
Subject to this clause, each Party must maintain in confidence all Confidential Information and ensure that the Confidential Information is kept confidential.
Without limiting the generality of the clause, no Party may issue any press release or make any other form of announcement or disclosure to any person of the terms of these Terms & Conditions, or the transactions contemplated by these Terms & Conditions, without the prior written consent of the other Party.
Merchant Obligation
The merchant agrees to maintain secret and confidential all information obtained by the other pursuant to these Terms & Conditions directly or indirectly, acquire, disclose or receive from either Party, its shareholders, affiliate companies or from the performance of the intended Business or third parties for use in the intended Business or any other information concerning the technical and business activities and data constituting, incorporating or pertaining to patents, inventions, trade secrets, systems, know-how, technology, plans, discoveries, approaches, techniques, methods, specifications, flow charts, formulas, laboratory books or process books, designs, photographs, drawings, technical literature of either party, its shareholders, subsidiary and affiliate companies or any other material obtained by or made available to the receiving Party.
The merchant shall not use, utilize, or exploit the confidential information furnished by any party to the other party in any way whatsoever for its own or any other third party's business or interests other than the intended agreed business of the parties.
Exceptions to Confidentiality
A Party (Recipient) may reveal Confidential Information of another Party (Provider):
if required by law or by any stock exchange to disclose, in which case the Recipient must immediately notify the Provider of the requirement and must take lawful steps and permit the Provider to oppose or restrict the disclosure to preserve, as far as possible, the confidentiality of the Confidential Information;
if the Confidential Information is in or enters the public domain for reasons other than a breach of these Terms & Conditions;
if the Confidential Information is disclosed to the Recipient by a third party legally entitled to disclose that information and who is not under an obligation of confidentiality to the Provider; or
to its permitted professional advisers to obtain professional advice provided however that the written consent of the Provider is obtained prior to revealing such Confidential Information.
Each Party may provide the confidential information to its authorized personnel such as employees, officers, and advisors who require the confidential information to assist that Party in considering any price offers and implement its agreements with the other Party, however, that Party shall explain the confidential nature of such information to such employees, and officers and obligate them to observe the Terms & Conditions.
Survival of clause
This clause will survive (5) years after the termination of these Terms & Conditions.
Disclosure
If, in the course of performing the obligations of these Terms & Conditions, the Merchant is required to disclose any portion of MTHMR's proprietary information or any information relating to the service to any third party, the Merchant shall secure MTHMR's written approval to disclose such information, identifying such third party. Upon such approval, the Merchant shall, prior to the disclosure of such information, enter into a secrecy and non-disclosure agreement having no less stringent terms than this clause with such third party. MTHMR acknowledges that it has approved the disclosure of proprietary information and information relating to the service to the Merchant for the purposes of performing the service, the Merchant’s disclosure of information to any government authority pursuant to applicable laws or legal process shall not be a breach of the obligations of this clause, provided that the Merchant gives MTHMR prompt, prior notice of such requirement for disclosure and takes all reasonable steps possible to seek a protective order or prevent such disclosure.
Excluded Information
The provisions of this clause shall not apply to any information, documentation, software, or other confidential information, as shown by the Merchant in writing:
at the time of disclosure to the Merchant by MTHMR was already in the possession of the Merchant and was not, directly or indirectly, received from MTHMR and was not subject to any confidentiality obligation on the part of the Merchant;
at the time of communication to the Merchant by MTHMR was, or thereafter became, public knowledge without any violation of the provisions of these Terms & Conditions; or
was obtained by the Merchant from any person in lawful possession thereof, who did not acquire such information from MTHMR and who is entitled to disclose it.
Governing Law
These Terms & Conditions and any questions regarding its enforcement, interpretation, or validity, shall be governed by and construed in accordance with the laws and regulations of the Kingdom of Saudi Arabia.
Settlement of Disputes
The Parties shall attempt to resolve any dispute or difference arising under or out of or in connection with these Terms & Conditions in accordance with either amicable settlement and/or by court.
If a dispute arises between the Parties in respect of these Terms & Conditions, representative of the Parties shall co-operate, in good faith, to attempt to amicably resolve the dispute within twenty (20) days (or such longer period as the Parties may otherwise agree) from receipt of a written statement of the position of other party with respect to the dispute.
If the parties fail to reach an amicable settlement, then the dispute shall be referred to the competent court in Jeddah, according to the Saudi Arabia Laws and the Implementing Regulations.
Modification of The Terms
We reserve the right, at our discretion, to change the Terms on a going-forward basis at any time. Please check the Terms periodically for changes. Your continued use of the Service after the changes become effective constitutes your binding acceptance of such changes.
In the event that a change to the Terms materially modifies your rights or obligations, we will make an effort to notify you of the change at least (15) fifteen days prior to the effective date of such change, such as by sending you an email to the email address we have on file for you, or presenting a pop-up window or other notification to you through the Service when you log in, and we may require that you accept the modified Terms in order to continue to use the Service.
Immaterial modifications are effective immediately upon publication, and material changes will be effective upon the earlier of:
continued use of the Service with actual knowledge of the modification, or
fifteen (15) days following the change. However, modifications addressing new functions of the Service or modifications made for legal reasons will be effective immediately.
Waiver & Assignment
Any right created by these Terms & Conditions shall not be waived except in writing signed by the Party entitled to that right. Delay or failure by a Party in exercising that right does not constitute a waiver of that right, nor will a waiver (either wholly or in part) by a Party of a right operate as a subsequent waiver of the same right or of any other right of that Party.
These Terms & Conditions are personal to the Merchant and the Merchant shall not assign or sub-license any of its rights hereunder or sub-contract or otherwise delegate any of its obligations hereunder, except with the prior written consent of MTHMR.
Cookies
The parties acknowledge that any Cookie Regulations are relevant to Third Party Cookies. The Cookie Regulations impose an obligation on those setting cookies to:
provide clear and comprehensive information about Third Party Cookies;
obtain the User’s informed, freely given, and unambiguous consent to the planting of the cookie; and
Provide information to Users about how they can disable Third Party Cookies.
Entire Agreement
These Terms & Conditions with our PRIVACY POLICY constitute the entire Agreement between the Parties regarding the matters set out in it and supersedes any prior representations, understandings, or arrangements.
Severance
If any clause or part of any clause is in any way unenforceable, invalid or illegal, it is to be read down so as to be enforceable, valid, and legal. If this is not possible, the clause (or where possible, the offending part) is to be severed from these Terms & Conditions without affecting the enforceability, validity, or legality of the remaining clauses (or parts of those clauses) which will continue in full force and effect.
Preservation of Existing Rights
The expiration or termination of these Terms & Conditions does not affect any right that has been stated to a Party before the expiration or termination date.
No Merger
Any right or obligation of any Party that is expressed to operate or have an effect on or after the expiration or termination of these Terms & Conditions for any reason, will not merge on the occurrence of that event but will remain in full force and effect.
Representation & Warranties
Both parties represent and warrant that they have the full authority to enter into these Terms & Conditions and that; The parties are in compliance with all applicable laws and regulations.
No Agency
Nothing contained in these Terms & Conditions shall be construed to constitute either party as a partner or agent of the other party, nor shall either party have any authority to bind the other in any respect, it being intended that each shall remain an independent party responsible for its own obligations set forth.
Limitation of Liability
In no event shall MTHMR be liable for, to the extent permitted by law any consequential, incidental, or direct damages incurred by the Merchant under these Terms & Conditions such damage includes defective goods, breach of any law, refusal, and rejection of goods.
MTHMR shall not be liable for any of the Merchant’s customers, end users or other third-party claims resulting or arising out in connection or connected with the terms of these Terms & Conditions.
Language
These Terms & Conditions are drafted in English language and should be construed according to the English language, any translation of the Agreement into any language other than English shall be for other purposes.
Acceptance of Terms & Conditions
By accepting these Terms & Conditions, the Merchant shall be bound to all the terms stated and identified herein, any supplements thereto, and all specifications and other documents referred to in this Terms & Conditions that all constitute the binding agreement between the parties.