Version 2026-09-25. Merqadia is a trade name of Over IP Middle East Technology FZE, licence no. 4203927.01, Sharjah Publishing City Free Zone, United Arab Emirates. Questions: legal@merqadia.com.
Part A — Platform terms (all users)
1. Role of Merqadia
Merqadia operates a private, managed sourcing and supplier-matchmaking service and an online platform (the “Platform”) through which it identifies, qualifies and introduces buyers of food and beverage products and industrial food ingredients to qualified suppliers, and manages the resulting enquiry, quotation, negotiation and award process.
Merqadia is not a trader, buyer, seller, distributor, freight forwarder, escrow service or agent of either party to any resulting sale. Buyers and suppliers contract directly with each other. Merqadia’s sole commercial interest is the Success Fee payable by suppliers under Part B.
2. Direct contracting
Buyers and suppliers remain responsible for negotiating and performing their commercial agreement, including product specifications, quality, compliance, payment, delivery and remedies.
3. Qualification is not a guarantee
Supplier screening and verification support sourcing decisions but do not constitute a guarantee of product quality, performance, regulatory compliance, creditworthiness or fulfilment.
4. Confidential process
Users must protect confidential requests, offers, pricing, documents and identities. Information received through the Platform may only be used for the relevant qualified sourcing opportunity. Supplier identities are disclosed to buyers, and buyer identities to suppliers, only when Merqadia does so through the Platform.
5. Accounts
Access to the Platform is by invitation. You are responsible for keeping your credentials confidential and for all activity under your account. Merqadia may suspend or remove any account that breaches these terms.
6. Privacy
Personal data is processed as described in the Privacy Policy.
Part B — Supplier Registration and Success Fee Terms
By ticking “I agree to the Terms and Conditions” when applying to join the Merqadia supplier network, the applicant company (the “Supplier”) agrees to the following terms with Merqadia. Merqadia and the Supplier are each a “Party” and together the “Parties”. A signed and stamped copy of the Supplier Success Fee Agreement is also collected during onboarding; where both exist, the signed agreement prevails.
Background
Merqadia’s introductions have substantial commercial value which is realised by the Supplier over the whole life of the customer relationship, not merely on the first order. The Supplier accordingly agrees to the fee, tail and non-circumvention provisions below, which the Parties confirm are a reasonable and proportionate protection of Merqadia’s legitimate business interest.
1. Definitions
- Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with a person, and in relation to the Supplier also includes any shareholder holding 10% or more of its capital, any company in which such a shareholder holds 10% or more, any entity sharing a common ultimate beneficial owner, director, general manager or trading name, and any successor to all or a material part of its business.
- Customer Payment means any payment received by the Supplier or its Affiliates from an Introduced Customer, its Affiliates, its bank, a confirming bank, a letter of credit, a documentary collection, an escrow, a factor, an insurer or any other person paying on its behalf, in respect of a Transaction.
- Introduction means the disclosure by Merqadia to the Supplier of the identity of, or of a purchase requirement of, a customer or prospective customer, or the disclosure by Merqadia to a customer of the Supplier’s identity, capability or offer, whether made through the Platform, by email, messaging application, telephone, in person or otherwise.
- Introduction Notice means a notice issued by Merqadia recording an Introduction. Invitations to quote and deal records issued through the Platform are Introduction Notices.
- Introduced Customer means any person named in an Introduction Notice that has become an Introduced Customer under clause 4, together with all of that person’s Affiliates, and any agent, buying office, trading house, procurement intermediary or nominee purchasing for or on behalf of that person.
- Net Invoice Value means the gross value of the goods stated on the Supplier’s commercial invoice for a Transaction, before any deduction, discount, set-off, retention, claim or counterclaim, including all packaging, handling, freight, insurance and other charges invoiced by the Supplier, but excluding value added tax and equivalent turnover taxes actually payable.
- Products means the food, beverage, agricultural, frozen, processed, dried, freeze-dried and industrial food ingredient products offered by the Supplier, and any other goods supplied by the Supplier to an Introduced Customer.
- Protected Period means the period beginning on the date of the relevant Introduction Notice and ending thirty-six (36) months after that date, as extended under clause 6.
- Success Fee means the fee calculated in accordance with clause 5.
- Transaction means any sale, supply, contract, purchase order, framework agreement, call-off, tolling arrangement, joint venture, distribution appointment or other commercial arrangement of any kind, for Products or any other goods or services, between the Supplier (or any of its Affiliates) and an Introduced Customer, whether concluded through the Platform or outside it, and whether concluded directly or through any intermediary, agent, trading company, broker or nominee.
“Including” means “including without limitation”. A reference to writing includes email and messages sent through the Platform. Business Days are working days in Dubai, United Arab Emirates.
2. Appointment and scope
2.1 The Supplier appoints Merqadia, on a non-exclusive basis, to introduce customers to the Supplier and to manage the enquiry, quotation and award process in respect of such customers.
2.2 Merqadia acts as an introducer and commercial broker only. It does not buy, sell, take title to, take possession of, inspect, test, insure, transport or clear any Products, and is not a party to any Transaction.
2.3 Merqadia gives no warranty that any Introduction will result in a Transaction and is under no obligation to make any minimum number of Introductions.
2.4 The Supplier is free to accept or decline any enquiry. Nothing in these terms restricts the Supplier from selling to any customer that is not an Introduced Customer.
2.5 Nothing in these terms creates a partnership, joint venture, employment relationship or commercial agency within the meaning of UAE Federal Law No. 3 of 2022 concerning the Regulation of Commercial Agencies, or any equivalent law in any jurisdiction. Merqadia is not a registered commercial agent of the Supplier.
3. Registration, qualification and supplier warranties
3.1 The Supplier shall complete Merqadia’s registration and onboarding process and shall provide, and keep current, the documents requested, including commercial registration, tax registration, export licence, food safety and quality certifications, factory audit reports, product specifications, production capacity and bank details.
3.2 The Supplier warrants and represents on acceptance of these terms and on each date on which it submits an offer through the Platform that: (a) it is duly incorporated, validly existing and holds all licences, registrations and approvals required to manufacture, process, store, sell and export the Products; (b) all information, documents, certificates, specifications, samples, capacity figures and prices it provides are true, accurate, complete and not misleading; (c) the Products conform to the food safety, labelling, traceability, phytosanitary and halal requirements of the destination market notified to it; (d) the person accepting these terms is duly authorised to bind the Supplier; and (e) accepting these terms does not breach any exclusivity, agency or distribution arrangement to which the Supplier is party.
3.3 The Supplier shall notify Merqadia in writing within five (5) Business Days of any material change to the information provided, including any suspension or withdrawal of any certification, licence or export approval.
3.4 Merqadia may suspend or remove the Supplier from the Platform at any time, with immediate effect, if any warranty in clause 3.2 is or becomes untrue, or if the Supplier fails a quality, food safety, sanctions or compliance check. Suspension or removal does not affect Merqadia’s accrued and future entitlement to the Success Fee under clauses 5, 6 and 7.
4. Introductions and the register
4.1 Merqadia records each Introduction on the Platform. The Supplier’s invitations and deals pages constitute the register of Introduction Notices.
4.2 Deemed acceptance. A customer named in an Introduction Notice becomes an Introduced Customer, and the Introduction Notice becomes final and binding on the Supplier, unless the Supplier serves a written objection under clause 4.3 within five (5) Business Days of the date the Introduction Notice is issued. If no such objection is served within that period, the Supplier irrevocably waives any right to dispute the Introduction.
4.3 Objection on grounds of pre-existing relationship. The Supplier may object only on the ground that it had a direct, active and documented commercial relationship with the named customer before the date of the Introduction Notice. An objection is valid only if served within the period in clause 4.2 and accompanied by documentary evidence dated before the Introduction Notice consisting of at least two of: (a) a signed contract or purchase order; (b) a commercial invoice and matching bill of lading; (c) a customs export declaration; (d) a letter of credit or bank payment advice; or (e) dated correspondence in which the customer identifies the Supplier by name in a commercial context. General assertions, trade-directory membership, prior unanswered marketing contact, attendance at the same exhibition or a business-card exchange are not sufficient.
4.4 The burden of proving a pre-existing relationship rests entirely on the Supplier. Evidence produced after the objection period is inadmissible unless the Supplier proves it was not and could not reasonably have been available within that period.
4.5 Where the Supplier validly objects and Merqadia accepts the objection, no Success Fee is payable in respect of that customer for Products of the type previously traded. Where Merqadia does not accept the objection, the dispute is resolved under clause 18 and, pending resolution, the Supplier shall pay the disputed Success Fee into the escrow arrangement described in clause 9.6.
4.6 Merqadia may withhold the identity and contact details of a customer until the Supplier has submitted a binding offer. Anonymised enquiries are a legitimate protection of Merqadia’s interest, and the Supplier shall not attempt to identify the customer by any means other than through the Platform.
5. Success Fee
5.1 In consideration of each Introduction and of Merqadia’s services, the Supplier shall pay Merqadia the Success Fee on every Transaction.
5.2 Unless a different rate is agreed in writing for a specific product category or opportunity, the Success Fee is three per cent (3%) of the Net Invoice Value of each Transaction. The rate applicable to an opportunity is stated in the invitation or deal record on the Platform.
5.3 The Success Fee is earned in full on the earlier of the date the Supplier and the Introduced Customer conclude the Transaction and the date the Supplier issues its proforma or commercial invoice. Once earned it is non-refundable and is not affected by any subsequent dispute, claim, quality deduction, demurrage, delay or renegotiation between the Supplier and the Introduced Customer, save where the Transaction is cancelled in its entirety before any goods are shipped and no payment of any kind is received by the Supplier.
5.4 The Success Fee is payable irrespective of whether the Transaction was concluded through the Platform, and irrespective of whether Merqadia participated in the negotiation, pricing, documentation or logistics.
5.5 The Success Fee is calculated on the full Net Invoice Value, not on the Supplier’s margin, and no deduction may be made for the Supplier’s costs, freight, financing, insurance, third-party commissions, taxes (save as expressly permitted by clause 10.2), bank charges or any claim the Supplier may have against Merqadia or the Introduced Customer.
5.6 Where a Transaction is concluded in a currency other than United States Dollars, the Success Fee is converted at the spot rate published by the Central Bank of the United Arab Emirates on the date the Success Fee is earned.
5.7 Where a Transaction results from a reverse auction or other savings-based process operated by Merqadia, Merqadia may in addition charge the Introduced Customer a share of the savings achieved. Any such fee does not reduce the Success Fee payable by the Supplier.
6. Continuing entitlement (tail)
6.1 The Success Fee is payable on every Transaction concluded during the Protected Period, not only on the first Transaction, and not only in respect of the Product or quantity that was the subject of the original enquiry.
6.2 The Protected Period is thirty-six (36) months from the date of the relevant Introduction Notice. Each Transaction concluded during the Protected Period extends it, for that Introduced Customer, by a further twelve (12) months from the date of that Transaction, subject to an overall maximum of sixty (60) months from the original Introduction Notice.
6.3 This entitlement survives expiry or termination of these terms for any reason, the Supplier’s removal or withdrawal from the Platform, any change of control, restructuring, merger or transfer of business of the Supplier, and any assignment or novation of the Transaction to an Affiliate or third party.
6.4 Where the Supplier transfers all or part of its business, or the benefit of a customer relationship, to any person, it shall procure that the transferee assumes the Supplier’s obligations under clauses 5, 6, 7, 9 and 10 in respect of that relationship. Failure to do so is a material breach and the Supplier remains liable for the Success Fee as if the Transaction had been concluded by the Supplier itself.
7. Non-circumvention and non-disclosure of introductions
7.1 During the Protected Period the Supplier shall not, and shall procure that its Affiliates, directors, officers, employees, agents, representatives and sub-contractors shall not, directly or indirectly: (a) conclude, negotiate, solicit or perform any Transaction with an Introduced Customer otherwise than in accordance with these terms and without accounting to Merqadia for the Success Fee; (b) route, structure, invoice or document any Transaction through an Affiliate, related party, trading company, shell entity, freight forwarder, family member, employee, third-party “paper” seller or any other intermediary for the purpose or with the effect of avoiding or reducing the Success Fee; (c) understate the Net Invoice Value, split a Transaction into multiple contracts, issue dual invoices, recharacterise the price as freight, commission, packaging, service or rebate, or apply any other device that reduces the apparent value of a Transaction; (d) disclose to any Introduced Customer or third party the existence, terms or rate of these terms, or the fact that Merqadia charges the Supplier a Success Fee, without Merqadia’s prior written consent; (e) encourage, assist or acquiesce in any attempt by an Introduced Customer to deal with the Supplier outside the Platform, and the Supplier shall notify Merqadia in writing within three (3) Business Days of any such approach; or (f) solicit, entice away or employ any employee, contractor or customer-facing representative of Merqadia.
7.2 The Supplier acknowledges that these restrictions are limited in time, subject matter and the persons to whom they apply; that they protect Merqadia’s legitimate interest in the commercial value of its introductions and customer network; and that it has had the opportunity to take independent legal advice and considers them reasonable and proportionate.
7.3 Deemed circumvention. Where an Introduced Customer, or any entity sharing an address, telephone number, bank account, beneficial owner, director or trading name with an Introduced Customer, purchases Products from the Supplier or any of its Affiliates during the Protected Period, that purchase is presumed to be a Transaction subject to the Success Fee. The Supplier may rebut that presumption only by producing, within fifteen (15) Business Days of Merqadia’s written request, complete documentary evidence establishing that the purchase arose wholly independently of the Introduction.
8. Agreed compensation for circumvention
8.1 A breach of clause 7 causes Merqadia loss which is difficult to quantify precisely, comprising the lost Success Fee, the cost of investigation and recovery, and the loss of the wider customer relationship.
8.2 The Parties therefore agree, as a genuine pre-estimate of that loss and as agreed compensation within the meaning of Article 390 of the UAE Civil Transactions Law, that on each breach of clause 7 the Supplier shall pay Merqadia: (a) the Success Fee that would have been payable on the Transaction had it been properly declared; plus (b) an additional amount equal to one hundred per cent (100%) of that Success Fee; plus (c) all reasonable costs of investigation, forensic accounting, audit, legal fees and arbitration or court costs incurred by Merqadia in establishing and recovering the amounts due; plus (d) interest under clause 9.5 from the date the Success Fee would have fallen due.
8.3 Where the concealed Transaction cannot be valued from the Supplier’s records, the Net Invoice Value is determined by reference to the Supplier’s last quoted price to that Introduced Customer multiplied by the quantity shipped as shown in bill of lading, customs, port or inspection records or, failing that, the prevailing market price for the relevant Product and destination on the date of shipment, as certified by an independent commodity price reporting agency selected by Merqadia.
8.4 These remedies are without prejudice to Merqadia’s right to seek specific performance, an injunction, an account of profits or any other relief available at law. Nothing in this clause limits the Supplier’s liability for fraud.
9. Declaration, invoicing and payment
9.1 The Supplier shall confirm each Transaction to Merqadia within three (3) Business Days of concluding it, stating the Introduced Customer, the Products, the quantity, the unit price, the Net Invoice Value, the Incoterms, the payment terms and the expected shipment date. Deal records on the Platform serve this purpose.
9.2 The Supplier shall notify Merqadia in writing within two (2) Business Days of receiving each Customer Payment, attaching the corresponding bank credit advice.
9.3 Merqadia issues its invoice for the Success Fee on receipt of the deal confirmation. The Supplier shall pay each Merqadia invoice, in full and in cleared funds, in United States Dollars to the bank account notified by Merqadia, within five (5) Business Days of receipt of the corresponding Customer Payment and in any event no later than ninety (90) days after the date of the bill of lading (or, where no bill of lading is issued, ninety (90) days after delivery), whether or not the Supplier has by then been paid by the Introduced Customer.
9.4 Where a Customer Payment is received in instalments, the Success Fee is paid pro rata within five (5) Business Days of each instalment, subject always to the long-stop date in clause 9.3.
9.5 Late payment. Any amount not paid when due bears simple interest at one per cent (1%) per month, or the maximum rate permitted by applicable law if lower, accruing daily from the due date until payment in full, without the need for any notice or demand.
9.6 Escrow of disputed amounts. Where the Supplier disputes any part of a Merqadia invoice, it shall pay the undisputed part when due and deposit the disputed part with the escrow agent or into the joint account nominated by Merqadia, pending resolution under clause 18. Failure to do so entitles Merqadia to treat the disputed amount as admitted for the purposes of any application for interim or summary relief.
9.7 Direct collection. If the Supplier fails to pay any Success Fee within ten (10) Business Days of its due date, Merqadia may, on written notice, require that all future Success Fees in respect of that Introduced Customer be settled by direct payment from the Introduced Customer to Merqadia, or by an irrevocable payment instruction, assignment of receivable, or transferable/back-to-back letter of credit apportionment in Merqadia’s favour. The Supplier shall sign all documents and give all bank instructions reasonably required to give effect to this clause and irrevocably authorises Merqadia to notify the Introduced Customer and its bank accordingly.
9.8 No set-off. The Supplier shall pay all amounts due in full without any set-off, counterclaim, deduction, retention or withholding, save as required by law under clause 10.2.
9.9 All bank charges, correspondent bank charges and transfer costs are for the Supplier’s account. Merqadia must receive the full invoiced amount.
10. Taxes and withholding
10.1 All amounts are exclusive of value added tax and similar taxes, which are added where applicable.
10.2 Gross-up. If the Supplier is required by law to make any withholding or deduction from a payment of the Success Fee, the amount payable is increased so that, after that withholding or deduction, Merqadia receives the amount it would have received had no withholding or deduction been made.
10.3 The Supplier shall make the withholding or deduction within the time allowed by law, pay the full amount withheld to the relevant tax authority, and deliver to Merqadia within thirty (30) days the original tax certificate or official receipt evidencing the payment, in a form sufficient for Merqadia to claim credit or relief.
10.4 Merqadia shall provide the Supplier with a tax residence certificate and any other documentation reasonably required to obtain relief under an applicable double taxation treaty. Where treaty relief is available and Merqadia has provided the required documentation in time, the Supplier shall apply the treaty rate, and clause 10.2 applies only to any residual withholding.
10.5 Each Party is responsible for its own corporate and income taxes. Nothing in these terms constitutes tax advice.
11. Records, reporting and audit
11.1 The Supplier shall keep complete and accurate books and records of all Transactions, including contracts, purchase orders, proforma and commercial invoices, packing lists, bills of lading and other transport documents, customs export declarations, certificates of origin, inspection certificates, letters of credit, bank credit advices and correspondence with Introduced Customers, for five (5) years from the date of each Transaction.
11.2 The Supplier shall provide Merqadia with a quarterly statement, within fifteen (15) days of each calendar quarter end, listing every Transaction with every Introduced Customer in that quarter (or confirming that there were none), certified as complete and accurate by a director or the general manager of the Supplier.
11.3 Audit right. Merqadia may, on ten (10) Business Days’ written notice and not more than twice in any twelve-month period (or at any time and without limit where Merqadia has reasonable grounds to suspect a breach of clause 7), appoint an independent firm of accountants or auditors to inspect and take copies of the records in clause 11.1, at the Supplier’s premises or remotely. The Supplier shall give the auditor full access to those records and to its accounting system, and shall procure the same access in respect of its Affiliates.
11.4 Cost of audit. The cost of an audit is borne by Merqadia, unless the audit reveals an underpayment or under-declaration of five per cent (5%) or more in the period audited, or any breach of clause 7, in which case the Supplier bears the full cost of the audit and shall pay the amounts found due, with interest under clause 9.5, within ten (10) Business Days of the audit report.
11.5 A refusal or failure to permit an audit within twenty (20) Business Days of notice entitles Merqadia to assess the Success Fee due on the basis of the best information available to it, including customs, port, bill of lading and market data, and that assessment binds the Supplier unless the Supplier disproves it by producing the records it declined to make available.
11.6 The Supplier irrevocably consents to Merqadia obtaining and using information about the Supplier’s shipments from public and commercial trade-data sources, customs databases, bill of lading records and inspection agencies for the purpose of verifying compliance with these terms.
12. Confidentiality
12.1 Each Party shall keep confidential all non-public information disclosed by the other, including customer identities, requirements, volumes, prices, offers, the contents of the Platform and the terms of this agreement, and shall use it only for the purpose of performing it.
12.2 The identity of, and all information relating to, every Introduced Customer and every enquiry is the confidential information and trade secret of Merqadia. The Supplier shall restrict access to it to those of its personnel who need it to prepare and perform an offer, and shall procure that those persons are bound by equivalent confidentiality obligations.
12.3 These obligations survive termination for five (5) years, and indefinitely in respect of customer identities and Merqadia’s customer network data.
12.4 Merqadia may disclose the fact of the Supplier’s registration, its certifications and its product range to prospective customers for the purpose of making Introductions.
13. Compliance, sanctions and anti-bribery
13.1 The Supplier shall comply with all applicable laws, including food safety, export control, customs, anti-money laundering and economic sanctions laws of the United Arab Emirates, the United Nations, the United States, the United Kingdom and the European Union.
13.2 The Supplier warrants that neither it, nor any of its Affiliates, directors or beneficial owners, is a sanctioned or restricted person, and shall notify Merqadia immediately if that ceases to be true.
13.3 Neither Party shall offer, promise, give, request or accept any bribe, kickback or improper payment in connection with these terms or any Transaction.
13.4 Breach of this clause entitles Merqadia to terminate with immediate effect, without prejudice to its accrued and continuing rights under clauses 5, 6 and 7.
14. Merqadia’s role and liability
14.1 Merqadia is not a party to any Transaction and gives no warranty, guarantee or representation as to the creditworthiness, solvency, good faith or performance of any Introduced Customer; the payment of any Transaction; the quality, quantity, conformity, safety or fitness of any Products; or the outcome of any negotiation.
14.2 The Supplier is solely responsible for satisfying itself as to the creditworthiness of each Introduced Customer and for agreeing appropriate payment security. Non-payment by an Introduced Customer does not relieve the Supplier of its obligation to pay the Success Fee under clause 9.3.
14.3 Merqadia’s total aggregate liability to the Supplier under or in connection with these terms, whether in contract, tort (including negligence) or otherwise, shall not exceed the total Success Fees actually received by Merqadia from the Supplier in the twelve (12) months preceding the event giving rise to the claim.
14.4 Merqadia is not liable for any indirect, consequential, special or punitive loss, or for loss of profit, revenue, contract, goodwill or opportunity.
14.5 The Supplier shall indemnify Merqadia against all claims, losses, fines and costs arising from any Product supplied by the Supplier; any breach of the warranties in clause 3.2; any breach of clause 13; and any claim brought against Merqadia by an Introduced Customer in respect of the Supplier’s acts or omissions.
14.6 The limitations in clauses 14.3 and 14.4 do not apply to Merqadia’s entitlement to the Success Fee or to the Supplier’s liability under clauses 7, 8, 11, 12, 13 and 14.5.
15. Term and termination
15.1 These terms take effect when the Supplier accepts them and continue for an initial term of twelve (12) months, renewing automatically for successive twelve (12) month periods unless either Party gives sixty (60) days’ written notice of non-renewal.
15.2 Merqadia may migrate the Supplier to a subscription-based or hybrid commercial model on ninety (90) days’ written notice. Any such change applies only to Introductions made after the effective date of the change.
15.3 Either Party may terminate immediately on written notice if the other commits a material breach that is not remedied within fifteen (15) Business Days of notice; becomes insolvent, enters liquidation, administration, bankruptcy or composition with creditors, or has a receiver appointed; or ceases to carry on business.
15.4 Survival. Termination or expiry does not affect accrued rights. Clauses 1, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15.4, 16, 17 and 18 survive termination. In particular, the Success Fee remains payable on every Transaction with an Introduced Customer concluded within the Protected Period, notwithstanding termination for any reason, including termination by the Supplier.
16. General
16.1 Entire agreement. These terms, together with any signed Supplier Success Fee Agreement, constitute the entire agreement between the Parties in relation to their subject matter and supersede all prior discussions, representations and understandings.
16.2 Amendments. Merqadia may update these terms by publishing a new version on this page and notifying registered suppliers through the Platform; updated fee rates apply only to Introductions made after the effective date of the update. Any other amendment must be in writing and agreed by both Parties.
16.3 Assignment. The Supplier may not assign or transfer its rights or obligations without Merqadia’s prior written consent. Merqadia may assign, novate or charge its rights, including its right to the Success Fee, to any Affiliate or financing party on written notice to the Supplier.
16.4 Notices. Notices must be in writing and sent to the email addresses registered on the Platform (for Merqadia: legal@merqadia.com). They are deemed received on transmission by email, provided no failure notice is received, or on signature if sent by courier. Notices sent through the Platform to the Supplier’s registered account are validly served.
16.5 Severability. If any provision is held invalid or unenforceable, it is modified to the minimum extent necessary to make it enforceable while preserving the Parties’ intention, and the remainder continues in full force. If the Protected Period or any restriction in clause 7 is held excessive, it applies with the longest period and widest scope that is enforceable.
16.6 No waiver. No failure or delay in exercising a right is a waiver of it. Third parties. No person other than the Parties and their permitted assigns has any right to enforce these terms.
16.7 Electronic acceptance. Acceptance of these terms by ticking the acceptance box on the Platform, and any agreement executed by electronic signature, is binding and has the same effect as a signed original. Merqadia records the date, time and version of acceptance.
16.8 Language. These terms are published in English. Where a bilingual English/Arabic agreement is executed, the English text prevails in the event of any inconsistency, except where mandatory law requires otherwise.
16.9 Force majeure. Neither Party is liable for failure to perform (other than an obligation to pay money) caused by an event beyond its reasonable control, provided it notifies the other promptly and mitigates the effect.
17. Governing law
These terms, and any non-contractual obligations arising out of or in connection with them, are governed by and construed in accordance with the laws of the United Arab Emirates as applied in the Emirate of Dubai.
18. Dispute resolution
18.1 Negotiation. A Party raising a dispute shall notify the other in writing setting out the dispute and the relief sought. The Parties shall use reasonable endeavours to resolve it by good-faith negotiation between senior representatives within thirty (30) days of that notice.
18.2 Arbitration. Any dispute not resolved under clause 18.1 is finally settled by arbitration under the Arbitration Rules of the Dubai International Arbitration Centre (DIAC), which Rules are deemed incorporated by reference into this clause. The seat of the arbitration is the Dubai International Financial Centre (DIFC); there is one (1) arbitrator; the language is English; the Expedited Proceedings provisions of the DIAC Rules apply where the aggregate amount in dispute does not exceed USD 1,000,000; the award is final and binding, and the Parties waive any right of appeal insofar as such waiver may validly be made; and the tribunal may award Merqadia its legal and expert costs, the costs of any audit under clause 11, and interest under clause 9.5.
18.3 Interim and enforcement relief. Nothing in this clause prevents either Party from applying to any court of competent jurisdiction, including the courts of the United Arab Emirates, the DIFC Courts and the courts of the jurisdiction in which the Supplier, its assets, bank accounts or receivables are located, for urgent interim, conservatory or protective relief, including injunctions, attachment or freezing of assets, precautionary attachment of receivables and orders for the preservation of evidence, before or during arbitration proceedings.
18.4 Enforcement. The Parties acknowledge that the United Arab Emirates and the Supplier’s jurisdiction are each expected to be party to the 1958 New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards, and agree that any award made under this clause may be enforced in any court of competent jurisdiction, including where the Supplier’s assets are located. The Supplier irrevocably waives any objection to enforcement on the grounds of forum, sovereign immunity or inconvenience of the seat.
18.5 Consolidation. Merqadia may consolidate into a single arbitration claims arising under these terms and under any other agreement between the Parties or their Affiliates relating to the same Introduced Customer or Transaction.
Onboarding checklist
After approval, suppliers are asked to provide through the Platform: commercial registration extract; tax card / VAT registration; the signed and stamped Supplier Success Fee Agreement; photos of products and of the facility; a video of the production line or process; food safety and quality certifications (for example ISO 22000, FSSC 22000, BRCGS, HACCP, Halal); and export certifications or licences. Any customer the Supplier wishes to exclude as a pre-existing relationship must be declared with supporting documents at registration; a customer not declared at registration may only be excluded through the objection procedure in clause 4.3.
Contact
Merqadia, a trade name of Over IP Middle East Technology FZE · Licence No. 4203927.01 · Business Centre, Sharjah Publishing City Free Zone, Sharjah, United Arab Emirates.
Legal notices: legal@merqadia.com · General enquiries: contact@merqadia.com