1.1 Agreement: This agreement, the Seller data generated automatically, its Annexes, fee schedules, the Related Documents identified in Annex (F), and the fixed copies retained together with the record of the Platform’s final approval.

1.2 Platform: The OTNZA website, applications, dashboards, integration interfaces, and any related digital services.

1.3 Partner Platform: The system used by the Seller to manage its account, Products, inventory, Orders, settlements, advertising, and reports.

1.4 Seller: The person approved to list and sell Products, including its branches, employees, authorised representatives, and account users to the extent relevant to this Agreement.

1.5 Customer: A person who purchases or attempts to purchase a Product through the Platform.

1.6 Product: Any goods that the Platform permits to be listed and sold, including their contents, packaging, accessories, and warranty. This definition does not include services unless the Platform adopts a separate annex and terms for them.

1.7 Order: A purchase order created through the Platform, including any related amendment, cancellation, return, or claim.

1.8 Fees: Commissions and payment, financing, shipping, storage, advertising, processing, return, and chargeback fees, together with any other fees or costs set out in the applicable fee schedule or policies and notified to the Seller in accordance with this Agreement.

1.9 Net Entitlements: Collected sales proceeds after deduction of Fees, taxes, refunds, returns, discounts, set-off, reserves, disputes, and any amounts due to the Platform or any third party.

1.10 Service Providers: Any independent parties engaged by the Platform to provide or support any of its services, including, without limitation, payment gateways, financing and buy-now pay-later providers, shipping and storage providers, hosting providers, verification providers, cybersecurity providers, analytics providers, customer-support providers, and marketing providers.

1.11 Business Day: Any official business day in the Kingdom of Saudi Arabia, excluding Friday, Saturday, official public holidays, and days on which banking operations are suspended.

1.12 Electronic Record: Any record, data, event, notice, consent, or technical log created or retained by the Platform or its Service Providers in connection with the account, this Agreement, Orders, or transactions.

1.13 Material Breach: Any breach capable of exposing the Platform, Customers, or Service Providers to a material legal, financial, operational, or security risk, including, without limitation, the cases identified in this Agreement.

1.14 Related Documents: The OTNZA Platform User Terms of Use, the Payment, Cancellation, Return and Refund Policy, the User Privacy and Data Confidentiality Policy, and the Merchant Privacy Policy and Data Processing Addendum, in each case at the version and fixed copy identified in Annex (F). Annex (D), Confidentiality, Non-Disclosure and Non-Use, and Annex (E), Product and Restricted Products Policy, are incorporated into this Agreement. Seller-specific shipping terms are set out in Article 9, and retention and destruction terms are set out in the applicable privacy policies; no separate documents are required for those matters. No later version shall apply retroactively or otherwise than through the amendment mechanism in Article 3.

1.15 Any conflict shall be interpreted in a manner that ensures compliance with the applicable laws and regulations of the Kingdom of Saudi Arabia. Article headings do not limit the scope of their provisions.

2.1 The Seller’s selection of the acceptance checkbox constitutes an acknowledgement that it has reviewed and accepted the terms of this Agreement and a request to join the Platform, but it does not create any obligation on the Platform. The Agreement is not concluded and does not become effective until the Platform has reviewed the application, data, and documents and recorded its final approval. It becomes effective from the date and time of that recorded approval.

2.2 The person selecting the acceptance checkbox represents that he or she has the legal authority required to bind the Seller. The Seller is responsible for the consequences of use of the account by any user to whom it has granted access

2.3 The Platform automatically incorporates into the Agreement the information submitted by the Seller during registration and verification, including its legal, commercial, and tax information, address and contact details, bank account details, account identifier, approved sections and categories, applicable commissions, and Fees in force at the time of final approval. Such information forms part of the Agreement.

2.4 Before the checkbox is selected, the Platform enables the Seller to review the Agreement, its data, commissions, and Fees. The Seller acknowledges that those details correspond to the information it submitted and shall correct any error before acceptance or notify the Platform immediately upon discovering it. Automatic incorporation does not relieve the Seller of responsibility for the accuracy of its information.

2.5 The Platform retains an approved fixed copy that includes the version number, Seller data, a snapshot of the sections, categories, commissions, and Fees, all Annexes and Related Documents, the date and time of checkbox selection and final approval, and the associated technical records. The fixed copy is not altered retroactively; the system generates a new version or annex where a material change or new acceptance is required. The Platform also makes the Seller’s approved Agreement available through the Seller Dashboard and enables the Seller to download it.

2.6 The Platform may establish identity, authority, the Seller’s acceptance, and the Platform’s approval through the account record, timestamps of checkbox selection and final approval, IP address, device identifier, event logs, and any other means of evidence permitted by applicable law.

2.7 The contractual relationship consists of this Agreement, the Seller data, its Annexes, the Related Documents, Orders, and service-specific instructions. In the event of conflict, the order of precedence is: mandatory law; any later specific agreement approved by the Platform; this Agreement and its Annexes; the fee snapshot approved for the relevant transaction; and the Related Documents to the extent relevant. For confidentiality matters, the provision affording greater protection to the information shall apply unless prohibited by law.

3.1 This Agreement is for an indefinite term and remains in force until terminated in accordance with its provisions.

3.2 The Platform may amend this Agreement, its Annexes, policies, and Fees. An amendment is material if it materially increases Fees, imposes a new financial obligation, materially changes the settlement mechanism, or materially changes a fundamental Seller obligation. The Seller shall be notified at least fifteen (15) days before such amendment takes effect through the Partner Platform or the registered contact channels, and the amendment shall apply to transactions created after its effective date.

3.3 An amendment may take effect immediately if required to comply with law or an order of a competent authority, to address a security or fraud risk, as a result of an effective change imposed by a payment, financing, or shipping provider, or to protect Customers or the Platform. No retroactive effect shall apply except to the extent required by law or imposed by the relevant Service Provider on the transaction itself.

3.4 Selecting the acceptance checkbox for an amendment constitutes acceptance. If the Seller does not accept a material amendment, it may terminate the Agreement before the amendment takes effect, subject to completing existing Orders and obligations and paying amounts due.

3.5 No amendment shall result in recalculation of Orders completed before its effective date, except to correct an error, implement a legal requirement, or address fraud or an existing claim.

4.1 The Seller must be a Saudi entity or practitioner that is duly registered and authorised to conduct its activity and must provide a commercial registration or accepted freelance certificate, national address, identity information, beneficial-owner information, VAT certificate where applicable, bank account details, and any licence or authorisation requested by the Platform.

4.2 The Seller must be the lawful owner of the brand offered on the Platform, or a manufacturer that owns the brand of the Products it manufactures. Intermediaries, agents, distributors, resale of third-party products, and fulfilment of Orders from another supplier are not accepted, even where the party is an authorised distributor. If the brand owner’s name differs from the Seller because of an affiliate relationship or ownership structure, the Seller must establish the relationship, ownership of the brand, and the right to sell through legally valid documentation.

4.3 The Seller warrants that all information is accurate, complete, and current and shall update it immediately upon any change. The Platform may verify information with government authorities or authorised verification providers.

4.4 The bank account must be held in the Seller’s legal name. The Platform may suspend transfers in the event of a mismatch, suspicion, or expiry of required documents.

4.5 The account is personal to the Seller and may not be sold, leased, transferred, or made available to a third party without written approval. The Seller is responsible for passwords, users, devices, and any transaction made through its account before it notifies the Platform of compromise, unless it is established that the transaction resulted directly from a security failure attributable to the Platform.

4.6 The Platform may reject registration, impose additional conditions, or require a guarantee, reserve, or insurance depending on the Product category or level of risk, without being required to state reasons for rejection unless applicable law requires otherwise.

4.7 The Seller agrees that registration and verification data may be used to generate contracts, Annexes, invoices, settlements, and notices automatically. Inclusion of such data in the Agreement or any Platform-issued document does not constitute confirmation by the Platform of its accuracy or a waiver of the Platform’s right to verify it or request additional documentation.

4.8 The Seller shall immediately update any change to its data, licences, authorised representatives, or bank account. Previous information remains effective against the Seller until the Platform approves the update. The account and transfers may be suspended until verification of the new information is completed.

5.1 The Platform provides intermediary and technology services connecting the Seller with the Customer. The Platform does not purchase or own the Products and does not become their manufacturer, supplier, importer, or distributor merely by listing them or collecting their price, unless a specific agreement expressly provides otherwise.

5.2 The Seller is the seller and legal supplier of the Product to the Customer and is responsible for the Product, its description, price, tax treatment, invoice, warranty, after-sales service, and related compliance. The contract of sale for the Product is formed directly between the Seller and the Customer. The Platform is not a party to that sale contract and does not acquire title to the Product, except where applicable law or a specific agreement provides otherwise.

5.3 The Seller grants the Platform limited authority to list Products, receive Orders, send collection and refund instructions to the contracted payment service provider, and implement deductions and settlements in accordance with this Agreement and the contracts of Service Providers. The current payment service provider is HyperPay, and the Platform may replace it or add another provider in accordance with Article 3. This authority does not permit the Platform to provide a regulated payment service or operate a wallet or payment account.

5.4 Any balance displayed in the Seller Dashboard is not a bank account, payment account, wallet, deposit, or electronic money. It is an indicative accounting record of net transactions, subject to final settlement, deductions, set-off, and the records of the licensed payment service provider.

5.5 The Platform may add, modify, restrict, or discontinue services in whole or in part, perform maintenance, and change design, display, ranking, search, and recommendation methods. The Platform does not guarantee any minimum level of visits, Orders, or sales.

5.6 The Platform may engage independent Service Providers. No partnership, general agency, franchise, or employment relationship is created between the parties, except for the limited collection authority expressly set out in this Agreement.

6.1 The Seller shall comply with Annex (E), Product and Restricted Products Policy, and shall provide accurate, complete, and non-misleading listing information, including the name, description, images, price, origin, ingredients or components, size, weight, warnings, warranty, expiry date, licences, and any mandatory information.

6.2 The Seller warrants that its Products are genuine, new, fit for purpose, safe, compliant with applicable specifications and regulations, not counterfeit, stolen, prohibited, or subject to recall, and that it has the right to sell and market them.

6.3 The Seller is responsible for obtaining all approvals and registrations required by competent authorities, including, depending on the Product, the Saudi Food and Drug Authority, the Saudi Standards, Metrology and Quality Organization, the Communications, Space and Technology Commission, municipal and customs authorities, and any other competent authority.

6.4 It is prohibited to list any unlawful, counterfeit, stolen, recalled, dangerous, expired, or unfit Product, any unauthorised weapon, narcotic, or tobacco product, any material contrary to public morals, security, or third-party rights, or any Product restricted by a competent authority or Service Provider. Any Product-specific licence or approval must be obtained in advance.

6.5 Upon request, the Seller shall provide brand-ownership documents, invoices, manufacturing records, authenticity certificates, licences, inspection results, and batch or lot numbers. The Platform may request samples, tests, or conformity certificates and may suspend a Product until they are provided. The Seller bears the cost where the inspection identifies a breach or where the request is based on reasonable indicators relating to the Seller or its Product.

6.6 The Platform may reject, remove, or suspend any listing; adjust its classification or content formatting; correct non-substantive errors without changing its material characteristics; and restrict quantity, countries, or shipping methods. It may temporarily remove content where there is reasonable suspicion of a breach or intellectual-property infringement and request evidence from the parties, without being required to finally determine ownership of the right.

6.7 The Seller shall immediately notify the Platform upon becoming aware of any defect, risk, recall, or serious concern regarding the safety or legality of a Product. The Seller bears all direct costs and losses relating to its Product or failure, including notification, withdrawal, refund, replacement, shipping, inspection, investigation, remediation, compensation, fines, and any reasonable administrative costs incurred by the Platform in addressing the incident.

6.8 The Seller grants the Platform a non-exclusive, royalty-free licence, exercisable by its Service Providers, to display the brand name, logo, images, and content, operate the Platform, and market the Products for the duration of the listing. The licence continues to the extent necessary for prior Orders and legally required records.

6.9 The Factories section is limited to wholesale sales of Products manufactured by the factory under a brand it owns. Retail sales and resale of third-party products are prohibited in that section.

7.1 The Seller sets the base Product price before tax. If the Seller is registered for VAT and is legally the supplier, the system adds VAT in the Seller’s name according to the Product’s tax classification. VAT is not added in the name of a non-registered Seller. If OTNZA is treated by law as the deemed supplier, OTNZA shall charge VAT in its own name on the onward supply to the Customer according to the approved tax configuration. The final legally required price is displayed to the Customer, and the Seller warrants the accuracy of the price and discount and that neither is misleading.

7.2 The Seller shall display only inventory that is actually available and ready for delivery and shall keep inventory data current. The system reserves the quantity for fifteen (15) minutes when payment is initiated, confirms the reservation and automatically accepts the Order after successful payment, and releases the quantity if payment fails. The Seller bears Fees, refunds, compensation, and actual costs arising from inaccurate or outdated inventory data attributable to it.

7.3 After automatic acceptance, the Seller may not reject or cancel an Order except for an exceptional reason accepted by the Platform and supported by reasons and evidence. The Seller shall prepare the available Product and hand it to the carrier promptly when requested in accordance with Platform instructions. An Order is not considered shipped merely because a label or tracking number has been created; actual carrier receipt or electronic scan is required.

7.4 The Seller may not divert a Customer whom it learned of or dealt with through the Platform to an off-Platform sales or payment channel to complete the transaction or avoid Fees, request direct payment, or include contact details or links for that purpose. In the event of a breach, the Platform may suspend or restrict the account and hold or deduct the commission and Fees that would have been payable had the transaction been completed through the Platform, together with direct costs and losses, to the extent permitted by law.

7.5 It is prohibited to create fictitious Orders, manipulate ratings, visits, keywords, prices, or campaigns, or use related accounts to influence results, whether by the Seller itself, its employees or affiliates, or any party acting for its account or under its direction.

7.6 The Platform does not bear discounts funded by the Seller. Discounts expressly funded by the Platform are borne by the Platform in accordance with the applicable campaign terms.

7.7 The Seller shall not participate in a Seller-funded discount or campaign unless it has selected the acceptance checkbox confirming the percentage, duration, and financial effect. The Platform may fund a discount from its own account without reducing the Seller’s entitlement or the commission base.

7.8 The system shall accept an Order only where the entire quantity requested from the Seller is available at one eligible fulfilment location. A Seller Sub-Order shipment shall not be split across multiple locations. If one Product becomes unavailable after acceptance, only that Product is cancelled and refunded, while the remaining Products that can be fulfilled from one location continue.

7.9 The Platform may cancel an Order and refund the amount in the event of suspected fraud, an obvious technical or pricing error, or a legal or regulatory breach, without being required to honour an erroneous price to the extent permitted by law.

8.1 The Seller shall comply with mandatory consumer rights and the provisions referred to in the OTNZA Platform User Terms of Use and the Payment, Cancellation, Return and Refund Policy, Version 1 of each, as identified in Annex (F). Any mandatory protection that affords the Customer greater protection prevails over any conflicting term.

8.2 The commercial return and exchange period and conditions are governed by the Seller’s policy displayed through the Platform, provided that such policy may not in any way reduce the Customer’s mandatory rights. Where the statutory right of cancellation applies, the Customer may cancel the contract during the seven (7) days following receipt of the Product, provided the Product has not been used or benefited from, subject to statutory exceptions. The Seller’s policy may grant a longer period or more favourable benefits. For a change-of-mind cancellation where there is no defect or fault by the Seller, Platform, or carrier, the Customer bears the cancellation or return-shipping costs to the extent permitted by law, unless the Seller’s policy offers a more favourable benefit.

8.3 If the Product is defective, does not conform to its description, or was supplied in error, the Seller bears the Product value, outbound and return shipping charges, inspection costs, and actual costs. The packaging may be opened and the Product tested to the reasonable extent necessary to identify the defect. The Seller’s terms may not reduce the Customer’s mandatory rights. This does not apply to a defect caused by the Customer’s misuse or improper possession.

8.4 If the return is established to have resulted from an error by the carrier or the Platform, the cost shall be allocated to the responsible party in accordance with this Agreement or the relevant Service Provider contract. The Platform’s arrangement of a return does not constitute an admission of liability

8.5 To protect the Customer or comply with applicable law, the Platform may hold the Product value pending inspection and resolution of the dispute, cancel the Order or refund the amount to the original payment method, or approve a partial refund without return of the Product with the Customer’s consent, and may then deduct the amount and associated costs from the Seller’s current or future entitlements.

8.6 The Customer may automatically cancel the Order while the shipment has not yet been physically handed to the carrier. Once the carrier receives it, the cancellation becomes a return request. In a multi-Seller Order, cancellation or return is limited to the relevant Product or Seller Sub-Order, and the remaining Orders continue.

8.7 On a full return, the Platform is not entitled to commission on the returned Product. Commission is adjusted proportionately for a partial return. Non-refundable payment or financing-provider charges remain for the Seller’s account where they relate to the transaction in accordance with the provider’s documents.

8.8 The version of the Payment, Cancellation, Return and Refund Policy identified in Annex (F) and made available through the OTNZA website or Platform as appropriate to the relevant process applies to the Order, including return procedures, inspection, costs, refund timing, and minimum statutory rights. Any additional commercial return or exchange period or benefit is determined by the Seller’s policy displayed through the Platform, provided that it does not reduce mandatory rights. That Policy does not govern the Seller settlement cycle, which remains subject to Article 11 and Annex (A).

8.9 The return period begins on the delivery date evidenced by the carrier. For a change-of-mind return, the Product must remain in its original condition and unused, with its packaging, accessories, and gifts, subject to statutory exceptions and rights.

8.10 The Seller shall inspect the returned Product and respond with supporting evidence within the period specified by the Platform, failing which the Customer’s request may be approved. A refund may be suspended for a reasonable disclosed period where technical inspection is required. The Platform may make the operational determination based on photographs, carrier reports, inspection results, and other evidence, without prejudice to the parties’ rights before the competent authorities.

8.11 A return may be rejected where the serial number or Product code differs, accessories are missing, substitution is established, misuse is proven, or the Product was damaged after delivery. All return, exchange, and warranty requests shall be processed through the Platform and may not be settled by the Seller outside the Platform without its approval.

8.12 If the Seller does not receive the returned Product or rejects it without an acceptable reason, the Platform may, after notifying the Seller and expiry of the applicable period, approve the return, refund the amount, and deal with the Product in accordance with applicable law, and may charge the Seller the costs of storage, reshipment, or lawful disposal.

8.13 The exchange policy is determined by what the Seller offers, without reducing Customer rights. The Seller bears responsibility for statutory warranty, manufacturer warranty, after-sales service, and spare parts. Those obligations continue for Products sold before the account is closed or this Agreement ends.

9.1 This Article constitutes the complete contractual shipping and delivery terms applicable to the Seller. The Seller shall use the carriers, services, and shipping labels approved by the Platform, prepare the Order within the specified period, and physically hand it to the carrier. Creation of a shipping label or tracking number alone does not constitute shipment unless actual receipt or electronic scan by the carrier is established.

9.2 The Seller shall provide suitable packaging materials and package each Product according to its weight, dimensions, fragility, temperature requirements, and nature; affix the correct labels, barcode, invoice, warnings, and legally required documents; and accurately enter the weight, dimensions, contents, and fulfilment location. OTNZA is not required to provide branded bags, containers, or packaging materials, and OTNZA-branded packaging is not required unless the parties agree in writing to a separate packaging service. The Seller bears the consequences of inadequate packaging, inaccurate data, or lack of readiness.

9.3 If the Seller uses a shipping service arranged through the Platform, the Seller authorises the Platform to share the necessary Order data with the carrier, procure the service for the Seller’s account, and deduct its charges in accordance with this Agreement. The carrier remains an independent Service Provider unless a specific agreement provides otherwise.

9.4 The Seller shall cooperate in tracking, investigations, and claims for loss, damage, or delay. Carrier records, electronic scans, proof of delivery, codes, signatures, photographs, and locker or pickup-point records constitute operational evidence subject to review where a supported objection is raised.

9.5 Once the carrier receives a shipment that is intact and packaged in accordance with the requirements, liability for loss, delay, or damage shall be addressed under the carrier contract and applicable law. The Platform shall pursue the claim on the Seller’s behalf without guaranteeing acceptance of compensation, its amount, or timing. The Seller remains responsible for damage resulting from a Product defect, the nature of the Product, inadequate packaging, or information supplied by the Seller.

9.6 The Seller bears the consequences of delay in preparation, refusal to hand the shipment to the carrier, or errors in documents, contents, or fulfilment location. The Platform may cancel the Order and deduct Fees, costs, and direct losses resulting from that failure to the extent permitted by law.

9.7 Title to the Product does not pass to the Platform at any stage. Risk in the Product passes to the Customer upon receipt by the Customer or an authorised recipient in accordance with applicable law, subject to the carrier’s responsibility for the shipment after receipt and the Seller’s responsibility for the Product and packaging.

9.8 Heavy Products and pallet shipments are subject to carrier-specific pricing, requirements, preparation, and schedules and may require unloading space, equipment, or an appointment. The Seller shall accurately disclose weight, dimensions, and handling requirements, and the available service and cost shall be shown to the Customer before payment.

9.9 Batteries, liquids, chemicals, flammable or refrigerated materials, and any dangerous or restricted materials shall not be handed to a carrier that is not authorised to transport them. The Seller shall comply with the applicable classification, packaging, labelling, and transport-document requirements. The Platform may cancel the Order or suspend the Product if no lawful and safe transport route is available.

9.10 The Platform may change carriers, services, or operational coverage, or suspend shipping from the Seller’s location, where there is repeated lack of readiness, inadequate packaging, discrepancies in weight or dimensions, or a legal, regulatory, or security risk, without affecting accrued rights in existing Orders except to the extent necessary for safety or compliance

10.1 OTNZA’s commission rate varies according to the section or category selected by the Seller. During registration, for each section the Seller requests to activate, the Platform displays the applicable commission rate, minimum commission, and related Fees under the then-current schedule, and the Seller acknowledges reviewing and accepting them before completing registration or activating the section. If the Seller later requests a new section or category, the applicable commission and Fees are displayed to the Seller, and that section or category is not activated until the Seller accepts them through the Platform’s applicable mechanism.

10.2 Commission for each Product is calculated according to the actual section or category in which the Product is classified at the time of the Order, and the commissions for the Products in the relevant Seller Sub-Order are then aggregated. The minimum total OTNZA commission payable for one Seller Sub-Order is one Saudi Riyal (SAR 1), regardless of the number of Products or categories included in that Seller Sub-Order. This minimum does not apply separately to each Product unless the fee schedule expressly states an exception. If a Product has been misclassified, the Platform may apply the correct rate to the relevant transaction.

10.3 Commission is calculated on the Product price after any Seller-funded discount and before VAT, excluding shipping charges. A discount funded by the Platform or a third party does not reduce the commission base. Where a discount is jointly funded, only the Seller-funded portion reduces the commission base.

10.4 The Seller bears payment-gateway, card, digital-wallet, and buy-now-pay-later charges at the actual amount payable under the provider’s contracts and invoices, including the provider’s VAT where applicable. The Platform does not add separate VAT where it passes through the charge as agent or where the Seller is the direct recipient of the service; however, a recharge of a service supplied to the Platform is subject to the tax treatment required by law.

10.5 The Seller also bears shipping, storage, return, advertising, optional-service, and operational costs that it has accepted or that arise from its breach, in accordance with this Agreement, the applicable fee snapshot, and the relevant Order.

10.6 VAT and any other tax legally due on Platform Fees shall be added, and the Platform shall issue a tax invoice for its Fees in accordance with applicable law.

10.7 Fees are amended in accordance with the notice mechanism in Article 3. Transactions created before the effective date of an amendment remain subject to the previous schedule. Retroactive effect applies only to correct an error, implement a legal requirement, or pass through a charge imposed by a Service Provider on the same transaction.

11.1 The Seller grants the Platform and its contracted payment service provider limited authority to collect Order amounts on the Seller’s behalf and to process refunds, deductions, and set-off. The current operational flow is as follows: HyperPay processes and collects Customer payments under its contractual and banking arrangements, then transfers the collected and transferable amounts to OTNZA’s bank account with Alinma Bank. Once the funds have actually reached OTNZA and become eligible for settlement, OTNZA transfers the Seller’s Net Entitlements to the Seller’s registered bank account in accordance with the settlement cycle in Article 11.2, after applicable deductions, holds, and set-off. Payment by the Customer through an approved payment method discharges the Customer’s obligation to the Seller to the extent of the amount actually collected. This flow shall not be interpreted as OTNZA providing a regulated payment service or operating a wallet or payment account. The payment provider or banking partner may be changed in accordance with Article 3 without retroactively affecting the Seller’s accrued rights.

11.2 Eligible Net Entitlements are settled and transferred to the Seller within a pooled cycle of ten (10) Business Days. Each cycle begins on the first Business Day following the close of the preceding cycle and closes at 11:59 p.m. Riyadh time at the end of the ninth Business Day. The tenth Business Day is the scheduled transfer date only for amounts that have actually reached OTNZA and have become eligible for settlement. Orders that become eligible up to the cut-off are included in that cycle; an Order that becomes eligible after the cut-off enters the next cycle. If the scheduled transfer date falls on a non-Business Day, transfer is made on the next Business Day. An Order becomes eligible only after delivery is evidenced and there is no open return, objection, or dispute. Later returns are deducted from subsequent settlements. The cycle calendar is displayed in the Seller Dashboard or settlement notice.

11.3 The Platform may deduct or set off any amount due to it, a Customer, or a Service Provider against any current or future Seller balance, including Fees, returns, compensation, taxes, fines, chargebacks, and settlement differences.

11.4 Based on financial, operational, legal, or regulatory facts or indicators, the Platform may establish a reserve or hold all or an appropriate portion of the Seller’s entitlements where there is a claim, complaint, expected return, dispute, suspected fraud or counterfeiting, chargeback, increased risk, breach, missing documentation, negative balance, request from a competent authority, or where a hold is necessary to protect the Customer, the Platform, or a Service Provider. The hold shall, where practicable, be proportionate to the risk and expected amount. Where legally permitted and without prejudicing an investigation or regulatory requirement, the Platform shall inform the Seller of the reason and category of the hold and the amount held or the basis on which it was estimated. The Platform shall review the continuing need for the hold every thirty (30) days while the reason remains. The hold continues until its basis has ceased and its effects are settled, but shall not continue for more than sixty (60) days after termination of the Agreement unless a binding order from a competent authority prevents transfer. At the end of that period, undisputed amounts shall be transferred, without prejudice to the Platform’s right to deduct, set off, or recover any amount later established to be due.

11.5 If the Seller’s balance becomes negative or an overpayment is transferred to it, the Seller shall repay the amount within seven (7) calendar days after notice. The Platform may correct incorrect, duplicate, or incomplete entries and recover any overpayment from current or future entitlements. Expiry of the objection period does not extinguish this right.

11.6 Settlement statements, invoices, and financial notices are deemed received for the purposes of this Agreement when made available in the Seller Dashboard and a notice is sent to the Seller’s registered email address. Any reasoned and supported objection must be submitted within seven (7) calendar days, failing which the statement is deemed accepted for accounting purposes, without preventing correction of clerical errors, fraud, or overpayments.

11.7 No interest or return accrues on balances or held amounts. The Seller may not use the account balance as a means of payment or transfer to a third party unless the system separately offers a licensed service permitting this.

11.8 Eligibility of funds, timing of collection and transfer to OTNZA, refunds, and chargebacks are subject to the records and arrangements of the payment service provider and the relevant bank, currently HyperPay and Alinma Bank in accordance with the flow in Article 11.1. In the event of conflict on a payment or banking-settlement matter, applicable legal requirements and binding contractual arrangements with the provider and bank take precedence. This Agreement shall not be interpreted, and no financial flow under it shall be implemented, in a manner inconsistent with those arrangements, without prejudice to OTNZA’s right to deduct Fees or recover amounts from the Seller under this Agreement to the extent permitted by law.

12.1 A Seller registered for VAT is responsible for classifying its Products and reporting and paying VAT on its sales to the competent authority where the Seller is the supplier. A non-registered Seller shall not charge or collect VAT in its own name. If OTNZA is treated as the supplier or deemed supplier, OTNZA shall perform the tax obligations applicable to it in its own name and using its own VAT registration number. In all cases, the treatment required by applicable law and the competent authority shall apply according to the identity of the supplier and the nature of the transaction.

12.2 The Seller authorises the Platform to issue invoices and electronic notices automatically on its behalf. The invoice of a VAT-registered Seller shall display the Seller’s name, VAT registration number, and details. The Seller remains responsible for the accuracy of that information and for reporting the VAT and shall not issue another invoice for the same Order. If the Platform is the supplier or deemed supplier under applicable law, the invoice shall be issued in the Platform’s name and under its VAT registration number in accordance with the applicable requirements.

12.3 The Platform may withhold or deduct any amount required by law and may provide information and invoices to competent authorities without liability to the Seller.

12.4 Upon cancellation or return, the Platform shall issue a credit note linked to the original invoice and using the same tax identity. In a partial return, the credit note is limited to the returned Products and quantities. With each settlement cycle, the Platform shall issue to the Seller a consolidated fee invoice for its commission and taxable services, including 15% VAT, and provider and shipping charges shall appear separately in accordance with the underlying supporting documents.

12.5 An individual Customer receives a simplified tax invoice, while a VAT-registered Customer receives a standard tax invoice after supplying the required details. In a multi-Seller Order, payment and the Order summary may be unified, but a separate invoice is issued for each Seller Sub-Order according to the tax identity of the applicable supplier.

12.6 The Seller shall immediately notify the Platform when it registers or deregisters for VAT. The Platform may suspend sales or transfers pending verification. The new status applies to Orders placed after verification, while prior invoices and notices retain their original tax identity. The Platform may correct or cancel a document issued on the basis of incorrect information and charge the resulting consequences to the Seller.

12.7 The system applies the approved tax classification for each Product. The 15% rate is the default rate only for a taxable supply where the supplier is a VAT-registered Seller or OTNZA as supplier or deemed supplier, unless an exemption, zero rate, or other legally prescribed treatment is established. The default rate shall not be used to impose VAT in the name of a non-registered Seller.

12.8 The Platform retains invoices, notices, and records for the statutory period and enables the Seller to download copies from the Seller Dashboard during the retention period, including after the Seller stops selling, unless access is restricted by law or a security measure.

13.1 The Platform owns all rights in its software, design, aggregated data, trademarks, logos, databases, and user interfaces. This Agreement grants the Seller no right in them other than a limited, revocable licence to use the services.

13.2 The Seller warrants that it owns or is licensed to use every image, description, mark, and item of content it uploads. The Seller grants the Platform and its Service Providers a worldwide, non-exclusive, royalty-free licence, for the duration of the listing and for a reasonable period thereafter, to host, copy, translate, technically adapt, display, market, and otherwise use the content for operation of the services and proof of transactions.

13.3 The Platform may remove content upon receiving a complaint or where infringement is suspected without being required to obtain prior judicial verification. The Seller shall provide evidence of its rights and indemnify affected persons and the Platform.

13.4 The Seller may not copy the Platform, automatically collect its data, reverse engineer its systems, or use its trademarks without written approval.

14.1 The parties shall comply with the Saudi Personal Data Protection Law and its implementing regulations, the Merchant Privacy Policy and Data Processing Addendum identified in Annex (F), and this Article. To the extent processing concerns Customer data, the User Privacy and Data Confidentiality Policy identified in Annex (F) shall also apply. The Platform may process Seller and Customer data for lawful and specified purposes, including registration, verification, Orders, payment, collection, settlements, bank transfers, shipping, support, fraud prevention, analytics, and compliance.

14.2 The Seller may use Customer data only to the extent necessary to fulfil the Order, provide after-sales service, and comply with legal obligations. It is prohibited to copy, sell, share, market with, or otherwise use such data for off-purpose communications without a lawful basis and any required consent.

14.3 The Seller shall implement appropriate technical and organisational measures, restrict access to authorised persons, notify the Platform within twenty-four (24) hours after discovering any loss, leak, or unauthorised access, and cooperate in investigation, notifications, and remediation.

14.4 The Seller shall destroy or return Customer data when the purpose ends or upon Platform request, retaining only what applicable law requires and using secure methods.

14.5 The terms of this Agreement, Customer data, reports, non-public pricing, and technical and commercial information are Confidential Information and are governed by Annex (D), Confidentiality, Non-Disclosure and Non-Use, which forms an integral part of this Agreement.

14.6 Confidentiality continues for the periods stated in Annex (D). Protection of personal data, trade secrets, source code, and access credentials continues for any longer period required by their nature or applicable law.

14.7 Each party is an independent controller with respect to the purposes and means it determines for itself. The Seller is an independent controller of Customer data necessary to perform the sale, warranty, and after-sales service and may not process it for another purpose without a lawful basis.

14.8 The Platform may engage processors and sub-processors that provide appropriate safeguards and shall maintain a record of their categories and processing purposes. The Seller shall not appoint a sub-processor to process Customer data except under a written agreement and safeguards no less protective than the requirements of this Agreement.

14.9 Customer data shall not be transferred outside the Kingdom of Saudi Arabia or made accessible from outside the Kingdom except in accordance with the Personal Data Protection Law and the applicable transfer regulations, after satisfying the required legal basis, safeguards, and risk assessment where required.

14.10 Each party shall retain data only for the period necessary for the purpose, a legal obligation, or an existing claim, and in accordance with the retention and destruction periods set out in the Merchant Privacy Policy and Data Processing Addendum and, for Customer data, the User Privacy and Data Confidentiality Policy. When the purpose and period end, the data shall be securely destroyed or irreversibly anonymised, subject to a legal hold or longer statutory retention period where applicable.

14.11 Without delay, the Seller shall provide the Platform with information required to enable the Platform to respond to data-subject rights and competent-authority requests and to manage data incidents, impact assessments, and audits. The Seller shall not communicate with a data subject or competent authority regarding a shared incident except in coordination with the Platform unless applicable law requires otherwise.

15.1 The Seller represents that it is eligible and duly authorised and that entering into and performing this Agreement does not breach any contract, judgment, or obligation binding on it.

15.2 The Seller warrants that the Products, content, and transactions are lawful, genuine, safe, free of third-party rights violations and malicious software, and that the funds and sources of Products are lawful.

15.3 The Seller shall comply with laws and regulations relating to anti-money laundering, counter-terrorist financing, bribery, commercial concealment, sanctions, and trade restrictions, and shall disclose beneficial-owner information upon request.

15.4 The Seller warrants that it will not offer unlawful gifts or benefits to Platform employees or Service Providers and shall report any improper request.

16.1 The Seller shall indemnify and defend the Platform, its affiliates, directors, employees, and Service Providers against all claims, losses, fines, costs, and legal fees arising from: the Product or any injury or damage; defect or recall; misleading conduct; intellectual-property infringement; breach of law or tax obligations; data breach; acts of account users; fraud; or the Seller’s breach of this Agreement.

16.2 The Platform may notify the Seller of a claim where reasonably practicable and may control the defence or settlement where it is exposed to liability or reputational harm. The Seller may not admit liability or settle in a manner that binds the Platform without the Platform’s consent.

16.3 The Platform may deduct expected or actual indemnity amounts from the Seller’s entitlements or require security. Termination or suspension of the account does not limit this right.

17.1 The services are provided on an as-available basis and subject to technical capabilities. The Platform does not guarantee that they will be free from interruption, error, attack, or incompatibility with the Seller’s systems, or that they will generate any particular sales, ranking, or visibility.

17.2 The Platform is not responsible for the acts of the Seller, Customer, carrier, payment gateway, financing provider, or any other independent party, or for the accuracy of Seller-provided content, except to the extent of fault by the Platform established under applicable law.

17.3 To the extent permitted by law, the Platform’s contractual liability is limited to proven direct loss and does not include loss of profit, opportunity, data, reputation, or any indirect or consequential loss.

17.4 To the extent permitted by applicable law, the Platform’s aggregate contractual liability to the Seller for all claims arising in any twelve-month period shall not exceed the greater of: (a) the total Platform commissions actually paid by the Seller during the six (6) months immediately preceding the event giving rise to the claim; or (b) five thousand Saudi Riyals (SAR 5,000). This cap does not include sales proceeds due to the Seller and does not apply to liability arising from the Platform’s fraud or gross fault, or to any liability that may not lawfully be limited or excluded.

17.5 No exclusion or limitation of liability applies where applicable law prohibits exclusion or limitation. The limitations in this Article do not apply to the Seller’s indemnity obligations or obligations relating to intellectual property, data, taxes, counterfeit Products, or fraud.

18.1 The Platform may immediately and without prior notice suspend the account, Products, payouts, permissions, or advertisements where there is suspected fraud or counterfeiting, a security or health risk, a breach, elevated cancellation or complaint levels, an expired document, or a request from a competent authority.

18.2 The Platform may request information, samples, invoices, inventory inspection, and communications with the brand owner, competent authority, Customer, or Service Provider. The Seller shall cooperate within the specified period.

18.3 Subject to mandatory law, the Platform is not liable for Seller losses resulting from a protective measure taken in good faith to protect Customers, comply with law, or conduct an investigation.

18.4 The Platform may make reactivation subject to conditions, including a remediation plan, financial security, reduced selling limits, additional evidence, or a change in shipping method.

19.1 Either party may terminate this indefinite-term Agreement by giving the other party fifteen (15) Business Days’ notice. During the notice period, the Platform may stop accepting new Orders while prior Orders and obligations continue to be performed.

19.2 The Platform may terminate or suspend immediately and without notice in the event of a Material Breach, including fraud, counterfeiting, safety risk, data breach, commercial concealment, Customer abuse, repeated cancellations, failure to cooperate, insolvency, a request from a competent authority, or any conduct that threatens the Platform or its Customers.

19.3 For a remediable breach, the Platform may, without obligation, grant a period specified by it for correction. This does not prevent a protective suspension.

19.4 Upon termination, listings and acceptance of new Orders stop. The Seller remains responsible for existing Orders, returns, warranties, complaints, payment of any negative balance, and cooperation in transition matters.

19.5 The Platform may retain entitlements, data, and records for periods necessary to address returns, disputes, investigations, and legal obligations, and shall then pay the final balance after applicable deductions.

19.6 Provisions concerning Fees, settlements, taxes, intellectual property, data, confidentiality, indemnity, limitation of liability, dispute resolution, and any other provision that by its nature is intended to survive shall continue after termination.

19.7 The Platform may display Customer reviews and is not required to remove a negative review merely because the Seller objects to it, while unlawful or irrelevant content may be removed. Offering consideration for a misleading review or manipulating reviews or Orders is prohibited.

19.8 The Platform may monitor cancellation, delay, defect, and complaint indicators and may impose a remediation plan, restrict Products, reduce visibility, or suspend the account where performance falls below acceptable levels.

20.1 The Seller shall respond to Platform requests, Customer complaints, and competent authority requests within the specified period and shall provide documents, remedies, replacements, and refunds as required.

20.2 The Platform may communicate with Customers, manage complaints, and take corrective action on the Seller’s behalf and deduct its cost if the Seller fails to respond or where urgent action is required.

20.3 The Platform may disclose Seller, Order, and Product data to competent authorities, rights holders, or Service Providers where necessary to comply with law, conduct an investigation, or protect a legitimate right, subject to applicable data-protection requirements.

21.1 The Seller shall retain records, invoices, licences, supply-chain documentation, inspection certificates, Orders, and warranties for the statutory period or any longer period necessary for an existing claim.

21.2 The Platform or its auditor may request review of records relevant to sales, Products, Fees, and compliance, subject to confidentiality. The Seller shall provide them within five (5) Business Days or immediately where a risk requires urgent review.

21.3 The Platform may require product-liability or professional-liability insurance in an amount appropriate to the relevant category, and the Seller shall name the Platform as an additional insured or beneficiary where available and reasonable.

22.1 Where international sales are enabled, the Seller shall provide accurate and complete information and documents concerning the Product, origin, classification, value, restrictions, and licences and shall comply with the laws applicable to it as seller or shipper. Merely by listing the Product, arranging shipping, or collecting its price, the Platform does not become the exporter, importer of record, customs broker, or agent of any party before customs authorities.

22.2 The carrier or approved customs broker shall prepare the declaration and customs clearance based on the shipment data, importer or recipient details, and transport terms. The Seller or Customer, according to its role, the shipment terms, and applicable law, bears responsibility for documents, charges, taxes, restrictions, and consequences of an incorrect declaration, prohibited Product, or refusal of customs clearance. The Platform does not bear duties, fines, confiscation, delay, or refusal except to the extent of its sole proven fault.

22.3 The Platform may block a country, category, or Product or suspend international shipping at any time due to legal, regulatory, or operational risk.

23.1 Neither party is liable for delay beyond its reasonable control, including disasters, epidemics, war, government orders, or disruption of networks or Service Providers, provided that reasonable steps are taken to mitigate the impact.

23.2 Force majeure does not relieve the Seller of the obligation to refund Customers, deliver paid Products where performance remains possible, or pay Fees and amounts that became due before the event.

23.3 The Platform may cancel Orders or suspend services if force majeure continues or performance becomes impossible and may take arrangements necessary to protect Customers.

24.1 Platform notices are valid if sent to the registered email address or mobile number, displayed in the Partner Platform, or published on the designated policies page. A notice is deemed received when sent or published unless a general system failure is established.

24.2 The Seller shall send its notices to the official email stated at the beginning of this Agreement or through the approved support channel and shall keep its contact details current.

24.3 Failure by the Seller to read a notice does not prevent it from taking effect where it was sent to the registered contact details.

25.1 This Agreement is governed by and shall be interpreted in accordance with the laws and regulations of the Kingdom of Saudi Arabia.

25.2 Any dispute or claim arising from this Agreement shall begin with a written notice setting out the relevant facts and requested relief in reasonable detail. The parties’ authorised representatives shall then seek in good faith to resolve the matter commercially within fifteen (15) Business Days from the date of the notice. No court proceedings may be commenced in relation to the dispute before that period expires without resolution, unless proceedings are necessary to preserve a right that may otherwise expire, obtain interim or urgent protective relief, or comply with a statutory deadline that cannot be extended.

25.3 If the dispute is not resolved within the period in Article 25.2, the competent commercial courts in Riyadh shall have jurisdiction, unless mandatory law requires another jurisdiction.

26.1 The Seller may not assign this Agreement, its rights, or the account without written approval. The Platform may assign this Agreement to an affiliate, successor, acquirer, or as part of a restructuring and may outsource services to Service Providers.

26.2 Failure by the Platform to exercise a right does not constitute a waiver. Any waiver must be express and in writing.

26.3 If any provision is invalid, it shall be modified to the minimum extent necessary and the remaining provisions shall remain in force.

26.4 This Agreement constitutes the entire understanding concerning its subject matter and supersedes prior understandings, subject to existing Orders and specific agreements in accordance with the order of precedence.

26.5 The Arabic version of this Agreement is the original, authoritative, and governing version for interpretation and application. Any translation is provided for convenience only. In the event of any conflict, inconsistency, or ambiguity between the Arabic version and any translation, the Arabic version shall prevail to the extent permitted by the laws and regulations of the Kingdom of Saudi Arabia.

26.6 The approved copy, checkbox-selection record, final-approval record, and associated technical records shall have legal and evidentiary effect for the purposes of Article 2 to the extent permitted by applicable law.

For each Seller, the system creates within the Seller’s Agreement a fixed snapshot of the approved sections or categories, their commissions, applicable minimums, and Fees in force at the time of the Platform’s final approval. The commission rate varies by section or category, and the snapshot forms part of the Agreement and is not changed retroactively by updates to the account or fee schedule.

Approval is not completed until this information has been displayed to the Seller and the Seller has been enabled to review it. Activation of any section or category added later requires the applicable commission and Fees to be displayed to the Seller and accepted through the Platform’s applicable mechanism.

C.1 Maintain immediate readiness of available inventory, prepare automatically accepted Orders, and hand them to the carrier in accordance with Platform instructions.

C.2 Maintain accurate inventory and prices and minimise cancellations, complaints, and returns resulting from Seller error.

C.3 Respond to Customers and the Platform within one (1) Business Day and respond immediately to safety or fraud reports.

C.4 Provide authenticity and licensing documents within the specified period, failing which suspension and a hold may be imposed.

C.5 The Platform may establish and amend detailed performance indicators and thresholds and may issue warnings, reduce visibility, suspend, or terminate where the Seller fails to meet them.

This Annex forms an integral part of the Seller Agreement and is accepted through the same acceptance checkbox. No separate signature or acceptance is required. It supersedes any prior confidentiality form relating to the relationship unless the parties later adopt a written provision affording greater protection.

D.1 Parties and Capacity

OTNZA and the Seller are the parties to this Annex, and either may be the Disclosing Party or the Receiving Party depending on the circumstances. The Seller includes its employees, authorised representatives, contractors, and account users and remains responsible for their acts and omissions as if they were its own.

D.2 Confidential Information

Confidential Information includes all non-public information disclosed by one party or accessed by the other because of the relationship, whether or not marked confidential, where its confidential nature should reasonably be understood. It includes, in particular, source code, APIs, technical architecture, vulnerabilities, credentials and keys, databases, Customer and Seller data, prices, commissions, settlements, contracts, plans, forecasts, research, designs, models, processes, correspondence, analytics, and information derived from them.

D.3 Permitted Purpose and Non-Use

Confidential Information may be used only to evaluate, perform, support, or comply with the relationship and within the authorised scope of access. It may not be used to compete with the Disclosing Party, circumvent the Platform, divert or solicit Customers or Sellers using Confidential Information, or obtain a benefit unrelated to performance of the Agreement.

D.4 Exclusions and Burden of Proof

Confidential Information does not include information that the Receiving Party proves through contemporaneous records was lawfully known to it before disclosure, became public without breach by the Receiving Party, was lawfully received from an unrestricted third party, was independently developed without use of the Confidential Information, or was approved for disclosure in writing by the Disclosing Party. The Receiving Party bears the burden of proving an exclusion.

D.5 Protection and Access

The Receiving Party shall protect Confidential Information with no less care than it uses for comparable information of its own and with reasonable professional care, limit access on a need-to-know and least privilege basis, and use approved devices and accounts together with appropriate controls for identity, encryption, logging, monitoring, updates, and backups.

D.6 Prohibited Acts

• Copying, downloading, transferring, publishing, selling, licensing, or disclosing Confidential Information outside the Permitted Purpose.
• Reverse engineering, decompiling, vulnerability testing, or bypassing security controls without OTNZA’s written approval.
• Entering Confidential Information into public artificial-intelligence tools or unapproved services, or using it to train a model, without written approval.
• Removing ownership or confidentiality notices, sharing credentials, or storing Customer data outside approved systems.

D.7 Representatives and Contractors

Disclosure to an employee, adviser, or contractor who needs the information for the Permitted Purpose is allowed only if that person is bound in writing by obligations no less protective than this Annex. Delegation to a third party does not relieve the Receiving Party of responsibility.

D.8 Security Incidents

The Receiving Party shall notify the Disclosing Party without delay, and in any event within twenty-four (24) hours after discovery, of any actual or suspected loss, access, use, or disclosure. It shall provide available information and updates and immediately take steps to contain the incident, preserve evidence, investigate, recover, and cooperate in notifications and remediation. Notification does not relieve the Receiving Party of responsibility.

D.9 Compelled Disclosure

If disclosure is required by law or by an order of a competent authority, the Receiving Party shall, where legally permitted, notify the Disclosing Party in advance, allow it an opportunity to seek protection, disclose only the minimum necessary information, request confidential treatment, and preserve evidence of the request and disclosure.

D.10 Personal Data

Personal data is subject to the Saudi Personal Data Protection Law and Article 14 of the Agreement. This Annex does not grant the Seller any independent right in Customer data or expand the permitted processing purpose. Specific legal requirements applicable to personal data prevail over any general provision.

D.11 Return and Destruction

Upon request by the Disclosing Party or when the purpose ends, the Receiving Party shall stop use and return or destroy the information and copies within seven (7) Business Days and confirm completion in writing upon request. Information required to be retained by law and backups that cannot immediately be isolated are excluded, provided they are segregated, not used, and remain protected until routine destruction.

D.12 Ownership and No Licence

The information, rights, and copies remain the property of the Disclosing Party. Disclosure does not transfer ownership or grant any express or implied licence in any patent, trademark, copyright, software, or trade secret and does not require the Disclosing Party to disclose additional information.

D.13 No Publicity

The Seller may not use OTNZA’s name or trademark, announce the relationship, or issue a public statement about it without OTNZA’s written approval, except to the extent required by law and, where practicable, after coordinating with OTNZA.

D.14 Duration

The obligations apply from the first disclosure or acceptance of the Agreement, whichever occurs first, and continue throughout the relationship and for five (5) years thereafter. Protection of trade secrets, source code, credentials, keys, and personal data continues for as long as they retain their confidential character or for any longer period required by applicable law.

D.15 Liability and Indemnity

The breaching party bears reasonable direct losses and the costs of investigation, containment, recovery, notification, claims, and any fines that may lawfully be allocated by contract, to the extent caused by its breach or the breach of its representatives. The Platform liability limits in Article 17 do not apply to the Seller’s liability for wilful misconduct, fraud, unauthorised disclosure, misappropriation of trade secrets, or breach of personal data. The Platform’s own liability remains subject to Article 17 except to the extent applicable law does not permit limitation.

D.16 Urgent Relief

The parties acknowledge that unlawful disclosure or use may cause harm for which monetary damages are inadequate. The Disclosing Party may seek urgent injunctive relief, specific performance, or preservation of evidence, in addition to any other rights and remedies.

D.17 Priority and Survival

If this Annex conflicts with another provision of the Agreement concerning confidentiality, the provision affording greater protection to the information applies unless prohibited by law. This Annex survives termination for the periods stated in it, and disputes relating to it are governed by the laws of the Kingdom of Saudi Arabia and the jurisdiction specified in Article 25.

This Annex forms an integral part of the Seller Agreement and is accepted through the same acceptance checkbox; no separate acceptance is required. In the event of conflict, applicable laws, regulations, and decisions of competent authorities prevail. Platform approval of a Product listing does not constitute approval of the Product’s safety or legality and does not relieve the Seller of responsibility.

E.1 Scope and Acceptance Conditions

Only new, genuine, lawful, safe, and fit-for-use Products may be offered unless the Platform approves a different category in writing. The Seller must own the brand or be a manufacturer that owns the Product brand in accordance with Article 4, and inventory must actually exist and be ready for delivery from an approved location.

E.2 Listing Data and Labelling

The Seller shall provide the Product name, description, images, price, origin, ingredients or components, size, weight, dimensions, warnings, warranty, expiry date, batch or serial number where applicable, and any language or other information required by law or the Platform. Information must not be misleading or conceal a material restriction.

E.3 Prohibited Products

The Seller may not list or sell anything prohibited by law, competent authorities, payment providers, or carriers, including, without limitation: narcotics and psychotropic substances and alcohol; weapons, ammunition, explosives, fireworks, or restricted accessories without authorisation; tobacco, electronic cigarettes, nicotine, or age-restricted products without an approved lawful route; counterfeit, stolen, untraceable, expired, or recalled Products; unlicensed medicines, medical devices, or therapeutic claims; unlawful materials or materials contrary to public order; dangerous materials prohibited from transport or circulation; and regulated financial services or instruments, stored-value products, or regulated digital products unless the Platform launches them under separate terms and licensing.

E.4 Restricted Products and Prior Approval

Categories subject to regulation or elevated risk require prior Platform approval, including food, supplements, cosmetics and care products, medical devices, electrical and communications equipment, batteries, chemicals and flammable materials, heavy Products, and goods subject to age restrictions or special licensing. The Platform may impose additional conditions or reject a category even where the Product is otherwise lawful.

E.5 Licences and Conformity

The Seller shall provide any approvals, registrations, or conformity certificates requested by the Platform and issued by the Saudi Food and Drug Authority, the Saudi Standards, Metrology and Quality Organization, the Communications, Space and Technology Commission, municipal or customs authorities, or any other competent authority according to the category. The Seller shall renew them before expiry and immediately stop offering the Product if they are suspended or withdrawn.

E.6 Authenticity and Intellectual Property

The Seller shall maintain a traceable supply chain, invoices, manufacturing records, authenticity certificates, and rights to use images and trademarks. The Platform may suspend a Product on reasonable suspicion and request documents, samples, inspections, or communication with the rights holder, without being required finally to determine ownership of the right.

E.7 Safety and Recall

The Seller shall immediately notify the Platform of any defect, injury, risk, competent-authority notice, or recall, suspend sales where necessary, preserve batch or lot numbers and records required for traceability, and cooperate in notification, withdrawal, replacement, and refund. The Seller shall not wait for completion of an investigation if continued sale may expose persons or property to material risk.

E.8 Used, Refurbished, Open-Box, or Customised Products

Products are new by default. A used, refurbished, open-box, or made-to-order Product may not be offered unless the Platform activates the category and the Product’s condition, warranty, and cancellation and return restrictions are clearly disclosed before purchase.

E.9 Storage, Packaging, and Transport

The Seller shall store Products in accordance with manufacturer instructions and applicable requirements for temperature, humidity, and segregation and shall itself, or through the manufacturer, provide safe packaging or packaging materials, labels, warnings, and correct transport documents, subject to Article 9. No OTNZA-branded bag or wrapping is required. The Seller shall not hand dangerous or restricted materials to an unauthorised carrier.

E.10 Review, Inspection, and Removal

The Platform may review listings automatically or manually, request an inspection or sample, restrict quantity or shipping, and suspend or remove a Product or account where there is a breach or reasonable suspicion. A protective measure is not a final determination, and a reasonable opportunity to respond shall be provided unless there is an urgent case or binding order.

E.11 Liability and Costs

The Seller bears inspection, withdrawal, recall, safe-storage, destruction, replacement, refund, shipping, compensation, and any fines that may lawfully be allocated by contract, to the extent arising from its Product, data, or failure, without reducing the rights of the Customer or competent authority.

E.12 Factories Section

The Factories section is limited to wholesale sales of Products manufactured by the factory under a brand it owns. Retail sales and resale of third-party products are prohibited, and the factory remains subject to all other requirements of this Annex.

E.13 Amendment and Priority

This Annex may be amended in accordance with Article 3. A change required immediately for safety, compliance, or an order of a competent authority may take effect under Article 3.3. If this Annex conflicts with a general provision of the Agreement concerning Product acceptance or restriction, the more specific provision applies unless it conflicts with mandatory law.

The Related Documents are made available electronically through the OTNZA website, the Platform, or the Seller Dashboard, as appropriate to the nature of the document. OTNZA retains the approved copy, version number, and date of last update. The version number and retained approved copy govern the relevant relationship or process. No later update replaces that copy or applies retroactively except in accordance with this Agreement and applicable law.

In the event of conflict, this Agreement governs the financial and operational relationship with the Seller, followed by the more specific Annex, and then the relevant Related Document to the extent of its subject matter, while mandatory law and consumer rights remain effective. No Related Document changes the settlement cycle or Fees except in accordance with Article 3. For confidentiality, Annex (D) governs; for Products, Annex (E) governs, in each case to the extent more specific.

By selecting the acceptance checkbox, the Seller acknowledges that it reviewed the displayed version, its automatically generated data, sections, categories, commissions, Fees, and all Annexes, including Annex (D), Confidentiality, Non-Disclosure and Non-Use, Annex (E), Product and Restricted Products Policy, and the Related Documents identified in Annex (F); verified the accuracy of its information; read, understood, and accepted them; and confirms that the person selecting the checkbox is legally authorised to bind the Seller. The checkbox selection constitutes a request to join and does not bind the Platform. The Agreement is not concluded and does not become effective until the Platform gives final approval in accordance with Article 2. The Platform retains the fixed copy, checkbox timestamp, final-approval timestamp, and associated technical records without retroactive alteration.