The terms and conditions set out below (“These Terms") shall apply to AHLAN subscribers (the ''Subscribers"), where applicable, and shall be read in conjunction with the letter agreement entered into between AHLAN and the Subscribers (the “Letter of Agreement"), and together shall form the agreement between the parties (the "Agreement”). The term "Restaurant" as used herein shall refer, as appropriate to the restaurant subscribing to the Ahlan Services (as defined below), the Subscribers and each restaurant owned and/or operated by Subscribers using the Ahlan Services. In the event of conflict between These Terms and any other terms and conditions, These Terms shall prevail unless expressly otherwise agreed in writing between the parties.
To the extent specified in the Letter of Agreement, AHLAN shall provide the Restaurant the following services (the “Ahlan Services”) in the Kingdom of Bahrain (the “Territory”): (i) receive and transmit third party customers (the “Customers”) orders made through AHLAN’s online food ordering application [to be inserted] and website [to be inserted] (the “Platforms”) and transmit the orders via the Ahlan software (the “Software”) to the Restaurant (the “Ordering Service”); (ii) in addition to the Ordering Service, accept payments from customers on behalf of the Restaurant through Ahlan’s Debit or Credit card payment gateways (“Payment Gateways”) on its Platforms (the “Payment Service”); (iii) in addition to the Ordering Service and Payment Service, oversee the collection and delivery of Customers’ orders from the Restaurant to the Customers at their prescribed delivery address, using AHLAN's or a fleet of drivers provided by any third party as determined by AHLAN from time to time (“Drivers”), (collectively, with the Ordering Service and the Payment Service, the “AHLAN ZOOM Service”). 2.2 To the extent the Restaurant subscribed to the Payment Service or AHLAN ZOOM, the Restaurant hereby authorises AHLAN to (i) accept payment for orders on the Restaurant's behalf, and (ii) inform Customers that AHLAN is authorised to do so and that payment to AHLAN will discharge the Customer’s payment obligations to the Restaurant. 2.3 AHLAN shall have the right to determine, in its complete discretion, the specific area covered by the Ordering Service and/or the AHLAN ZOOM Service and to amend the same from time to time by providing the Restaurant with reasonable prior written notice to such effect. 2.4 AHLAN may from time to time supply the Restaurant with bags and/or other packaging which may bear AHLAN’s branding for the purposes of the AHLAN ZOOM Service.
1.The Restaurant and AHLAN shall jointly determine from time to time which items on the Restaurant menu (“Menu Items”) shall be available to the Customers on the Platforms. AHLAN may give the Restaurant direct access to its menu displayed on AHLAN's Platforms to enable the Restaurant to modify or update the menu from time to time. To the extent the Restaurant does not have direct access to its menu in accordance with the foregoing, the Restaurant shall give AHLAN not less than three (3) days' prior written notice of a (i) change of Menu Items; (ii) discontinuance of any Menu Item; and/or (iii) a material change in the composition or description of a Menu Item.
2.The Restaurant shall provide AHLAN on an ongoing basis with accurate and up to date information, images, photographs and descriptions of all Menu Items for publishing on the Platforms. The Restaurant shall be solely responsible and liable for the content of its menu and Menu Items, and AHLAN assumes no responsibility or liability whatsoever for any errors or omissions in the menu or the Menu Items.
3.The Restaurant shall provide to the Customers any and all special offers and discounts that are available to customers placing orders by phone or through other mediums. The Restaurant shall communicate such special offers and discounts to AHLAN at least 72 hours before the commencement of said offers in order to allow AHLAN sufficient time to publish the same on its Platforms.
4.The Restaurant shall provide Ahlan with the prices for all Menu Items and any updates to the same
5.The price of Menu Items, in addition to the delivery fee (if any) and the minimum order amount (if any) charged by the Restaurant to Customers and published on the Platforms shall reflect the pricing of such Menu Items published in the Restaurant’s dine-in menu.
6.Menu Items prices published on AHLAN's Platforms should be inclusive of VAT, if applicable.
1.In consideration for providing the Ahlan Services, AHLAN shall be entitled to receive the Registration Fee, the Subscription Fee, the Annual Renewal Fee and the Commission, as are defined and set out in the Letter of Agreement.
2.If the Restaurant subscribed to the Payment Service or to AHLAN ZOOM, AHLAN shall collect payment for all orders paid by the Customers through its Payment Gateways. The Restaurant shall bear all bank charges applicable to such service (the "Bank Charges").
3.Within five (5) business days following the end of each month, AHLAN shall send to the Restaurant a statement (the “Summary Report") summarising, for that month: (i) all orders received from Customers and passed to the Restaurant; (ii) to the extent the Restaurant subscribed to AHLAN ZOOM, the deliveries made by AHLAN to Customers; (iii) to the extent the Restaurant subscribed to the Payment Service or AHLAN ZOOM the corresponding amount due to the Restaurant, less the Commission, Bank Charges and such other fees as may be agreed from time to time by the parties due to AHLAN for the relevant period (the “Net Amount”); (iv) any Ahlan Credits allocated through Orders to the Restaurant.
If the Restaurant disagrees with the Summary Report, it must notify AHLAN of the same within fourteen (14) business days (the “Review Period") of receiving the Summary Report, otherwise the Summary Report will be deemed accepted by the Restaurant. The Restaurant's obligations to AHLAN and to provide any other services under this Agreement shall in no way be affected by any dispute in relation to any Summary Report, invoice or payment.
4.To the extent the Restaurant subscribed to the Payment Service or AHLAN ZOOM, AHLAN shall remit the Net Amount due to the Restaurant pursuant to clause 4.3 within seven (7) business days of the end of the Review Period, by electronic bank transfer to the Restaurant’s bank account indicated in the Letter of Agreement.
5.To the extent the Restaurant only subscribed to the Ordering Service, AHLAN shall provide, on a monthly basis, the Restaurant with an invoice stating the aggregate Commission and such other fees as may be agreed from time to time by the parties payable to AHLAN for the preceding month. The Restaurant shall make payment of the invoice within seven (7) business days of receipt of the invoice to AHLAN’s bank account indicated in the Letter of Appointment. In the event of the Restaurant’s delay or failure to make payment of an invoice in accordance with this clause, AHLAN shall be entitled to stop or suspend the Ordering Service, until payment is made.
6.The Parties shall maintain complete and accurate records of (and supporting documentation) all Summary Reports issued, and amounts billable under this Agreement in accordance with generally accepted accounting principles applied on a consistent basis. Parties shall maintain such records for such period as may be required by applicable laws and regulations in the Territory.
7.Each Party is responsible for any goods and services or sales tax, value added tax, levy, charge or impost (”VAT”) implemented by any taxing authority in the Territory in connection with the performance of its obligations under this Agreement.
8.The Parties agree that any amount referred to in These Terms is a reference to that amount expressed exclusive of VAT, unless indicated otherwise.
9.If AHLAN is liable to pay VAT in respect of the supply of any services under this Agreement, the amount(s) payable to AHLAN will be increased by the amount of the VAT payable by AHLAN in respect of that sale or supply.
1.To facilitate the ordering process, AHLAN will provide the Restaurant prior to the Commencement Date (as specified in the Letter of Agreement) with access to its order booking system [to be inserted] (the “Software”)"WLA system” or "9cookies system” system access (the "Software").
2.AHLAN shall transmit to the Restaurant orders received from Customers via the Software.
3.Within three (3) minutes of receiving the Customer order via the Software (”Order”), the Restaurant shall either confirm the order, or notify AHLAN that (i) the order cannot be fulfilled on time, or (ii) any ordered Menu Items are unavailable, in order to allow AHLAN to inform the Customer of the same.
4.If the Restaurant confirms the Order, the Restaurant shall use its best endeavours to ensure that (i) the Order is delivered to the Customer in appropriate packaging within the delivery time stated for the Order , or (ii) where the Restaurant subscribed to the AHLAN ZOOM Service, the Order is ready for pick-up by AHLAN's Drivers at the Restaurant’s designated premises within the prescribed time of the Driver’s arrival at the Restaurant. In any event, the Restaurant shall give priority to all Orders transmitted by AHLAN to ensure that these Orders are fulfilled within the prescribed delivery time.
5.The Restaurant must confirm each Order with the Driver prior to dispatch including in order ensure that the right Order is delivered to the Customer.
6.To the extent the Restaurant has subscribed to the AHLAN ZOOM Service, the Restaurant shall make available to AHLAN’s Drivers a suitable place to wait in case an Order is not ready for dispatch.
7.The Restaurant shall ensure that the Menu Items packaged fully correspond to the Order, and that the Menu Items are properly packaged for delivery.
8.AHLAN shall not be responsible for any damages or loss arising from a Customer’s act or omission (e.g. if the Customer refuses an order or is not present at the address of delivery).
9.The Restaurant shall use the best care, skill and diligence, in accordance with best industry practice in the preparation of the Menu Items.
10.The Restaurant shall use its best endeavours to satisfy any Customer request for a refund or proportionate price reduction relating to any Order as a result of the Restaurant's act or omission in connection with that Order. In the event a refund or proportionate price reduction is granted by the Restaurant, this shall not affect the Commission due to AHLAN in respect of the Ahlan Services provided in connection with that Order and the Commission shall be due in full.
1.AHLAN may suspend the Ahlan Services provided to the Restaurant in the following events, until the Restaurant’s performance and service level are improved:
2.The percentage of the cancelled Customer orders, due to Restaurant related reasons over a period of seven (7) consecutive days, is over 3%
3.The average time a Restaurant takes to respond to an Order, over a period of seven (7) consecutive days, is over three (3) minutes.
4.The manual call and transmission between AHLAN's call center and the Restaurant, over a period of seven (7) consecutive days, is over 5%.
5.The percentage of Customer contact (including calls, chats, emails) linked to an Order, over a period of seven (7) consecutive days, is over 5%.
6.The average time a Restaurant takes to hand over the Order to the Driver, is over five (5) minutes.
7.1 AHLAN rewards it Customers for their use of the Platforms by obtaining credit through its loyalty program, Ahlan Credit. In addition to any promotion or discount that may be made available from time to time to Customers by the Restaurants, Ahlan Credit rewards a certain percentage (“Credit”) from any Order. AHLAN and the Restaurant will agree the specific credit system for calculating the Credit that will be awarded to Customers in connection with Orders placed from the Restaurant. 7.2 Additionally, AHLAN may, from time to time, award Customers with Ahlan Credits redeemable against any Order. 7.3 Ahlan shall honour all Ahlan Credit. The value of the redemption of any Ahlan Credit shall be borne by the Restaurant.
1.During the term of the Agreement, and for a period of two (2) years thereafter, each Party (the "Recipient”) shall, and shall use all reasonable endeavours to procure that it and its personnel, employees and directors shall keep confidential all Confidential Information received from the other party (the “Disclosing Party”). In doing so, the Recipient shall use at least the same degree of care it uses to keep its own information confidential, but in no event less than a reasonable degree of care.
2.The Recipient shall not disclose the Disclosing Party’s Confidential Information to any third party without the Disclosing Party's prior written consent, and shall not use such Confidential Information for any other purpose than as contemplated by this Agreement
3.The obligations under clauses 8.1 and 8.2 shall not apply to any information to the extent the Recipient can demonstrate by appropriate evidence that such information:
4.is (at the time of disclosure) or becomes (after the time of disclosure) known to the public or part of the public domain through no breach of this Agreement by the Recipient;
5.was known to, or was otherwise in the possession of, the Recipient prior to the time of disclosure by the Disclosing Party or any of its affiliates;
6.is disclosed to the Recipient on a non-confidential basis by a third party who is entitled to disclose it without breaching any confidentiality obligation to the Disclosing Party; or
7.is independently developed by or on behalf of the Recipient, as evidenced by its written records, without reference to the Confidential Information disclosed by the Disclosing Party under this Agreement.
8.Nothing contained in this Agreement shall prevent the Recipient from disclosing any Confidential Information, or doing any act, pursuant to any order of a court of competent jurisdiction, or any requirement of law, order, regulation or ruling applicable to the Recipient, or any requirement or request of any applicable government department or agency, regulatory authority, provided that, so far as it is lawful and practical to do so prior to such disclosure, the Recipient shall promptly notify the Disclosing Party of such requirement or request with a view to providing the opportunity for the Disclosing Party to contest such disclosure or otherwise to agree the timing and content of such disclosure. The Recipient will disclose only that portion of the Confidential Information which is strictly required to be disclosed and endeavour to ensure that the persons to whom it is disclosed continue to observe its confidentiality.
9.The Recipient acknowledges and agrees that damages alone could not be an adequate remedy in the event of a breach of its obligations under this clause 8. Accordingly, it is agreed that the Disclosing Party shall be entitled, without proof of special damages, to seek an injunction or other interim remedy for any threatened or actual breach of this clause 8 by the Recipient, without prejudice to any other rights and remedies which the Disclosing Party may have.
10.For the purpose of this clause 8, “Confidential Information" shall means any information of a confidential or proprietary nature in relation to the Disclosing Party or the Disclosing party’s business, including without limitation, details of its business methods, know-how, trade secrets, database of client and suppliers,the identity of any of its customers or suppliers, its pricing structure or margins, any financial information or its terms of business with restaurants, customers or drivers.
1.The Restaurant acknowledges and agrees that AHLAN may display on its Platforms and other social media ratings, comments, reviews and links to social media posts provided by Customers (“Reviews”) regarding an order and the Restaurant. AHLAN may remove any Reviews it determines in its sole discretion to be explicit, offensive, derogatory or otherwise in breach of any applicable laws in the Territory however, the Restaurant acknowledges that AHLAN shall be under no obligation to remove or edit the Reviews. AHLAN assumes no liability or responsibility to the Restaurant or otherwise for any Reviews posted or shared on its Platforms and other social media.
2.The Restaurant shall immediately upon request from AHLAN (i) display any marketing material provided by AHLAN in connection with the Ahlan Services (including, but not limited to, folded tent cards, door sticker, posters for the chef and tables etc.); (ii) advertise the service feature provided by AHLAN to its customers; and (ii) add the AHLAN trademarks to the Restaurant’s online and off-online marketing tools and marketing campaigns.
3.The Restaurant shall under no circumstances actively encourage Customers who have placed an order to place future orders directly with the Restaurant.
4.The Restaurant shall not and shall ensure that its employees, personnel and third party contractors shall not, under any circumstance, market, their own ordering services or other mediums, products, third party’s branding or own offerings via AHLAN’s Ahlan Services, Platform, Drivers, or any other AHLAN related function, product or service, including, but not limited to, printed collateral in delivery boxes and bags like flyers, and/or digital marketing via SMS, or data based messaging platforms to Customers through AHLAN.
1.AHLAN hereby grants to the Restaurant a non-exclusive, non-transferable, royalty free, revocable, licence throughout the Territory (the “Licence”), to use the Software solely in connection with and for the purposes of the Agreement, in accordance with the terms of the Agreement.
2.The Licence shall be valid for an initial term of twelve (12) months from the Commencement Date (unless the Agreement is terminated prior to the expiry of such period, in which case the license would expire concurrently with the termination of the Agreement). The license may be renewed at the end of the initial twelve (12) month term for subsequent periods of twelve (12) months or more, at AHLAN's sole discretion.
3.The Software shall remain the property of AHLAN at all times. AHLAN may make modifications, provide new updates or upgrades to the Software or replace the Software from time to time at its discretion. The Restaurant shall take reasonable care of the Software running on the Restaurant's equipment and shall follow any directions given by AHLAN in respect of the same from time to time.
4.AHLAN shall own any data which is processed on, utilizing or resulting from the use of the Software.
5.The Restaurant shall provide its staff with appropriate training in relation to operating and maintaining the Software as directed by AHLAN from time to time.
6.The Restaurant shall promptly notify AHLAN of any faults with, or damage to, the Software, and shall allow AHLAN access to the Restaurant at any time during normal opening hours to inspect, repair, replace or remove the Software. AHLAN shall be entitled to charge a reasonable fee and any third party costs incurred in connection with the repairing or replacing the Software or any parts thereof due to the Restaurant’s wilful misconduct or gross negligence, and shall be entitled to deduct such fee and third party costs from any payments otherwise due to the Restaurant from AHLAN pursuant to clause 4.6.
7.The Restaurant undertakes not to: (i) directly or indirectly permit any third party to use the Software on behalf of or for the benefit of any third party in any way whatever or provide access to the Software to any unauthorised third party; (ii) use, copy, modify or distribute the Application or any part thereof except as expressly permitted by Ahlan; (iii) reverse assemble, reverse compile, otherwise translate, or reverse engineer the Software or any part thereof, except as expressly permitted by law without the possibility of contractual waiver; (iv) sublicense, rent, or lease the Software or any part thereof.
11.1To facilitate the ordering process, and to the extent specified in the Letter of Agreement, AHLAN shall provide to the Subscriber on a lease basis electronic devices (the “ Devices ") enabling the Subscriber to use the Software pursuant to clause 9 of These Terms. 11.2The Devices shall be used by the Subscriber solely for the purposes of processing Orders received from AHLAN. 11.3 Upon termination or expiration of the Agreement, the Subscriber shall immediately return to AHLAN all Devices in the same condition they were when provided by AHLAN , save for normal wear and tear. 11.4To the extend specified in the Letter of Agreement, the Devices shall remain the property of AHLAN at all times until otherwise notified by AHLAN in writing whereby AHLAn shall delete the Software from the Devices. 11.5The Restaurant will maintain the Devices in good order to ensure that Orders can be received and processed. The Restaurant shall promptly notify AHLAN of any faults with, or damage to, the Devices, and shall allow AHLAN access to the Restaurant at any time during normal opening hours to inspect, clean, repair, replace or remove the Devices. AHLAN shall be entitled to charge a reasonable fee and any third party costs incurred in connection with repairing or replacing any Devices damaged as a result of the Restaurant’s or the Restaurant employees actions, inaction, wilful, misconduct or gross negligence. AHLAN shall be entitled to deduct the fee and third party costs from any payments otherwise due to the Restaurant from AHLAN pursuant to clause 4.6.
12.1 The Restaurant warrants that is it the owner or authorised licensee of its Trademarks. The Restaurant hereby grants to AHLAN a non-exclusive, non-transferable, revocable, royalty free licence throughout the Territory to use its trade name, trade marks, logos and service marks (“Trademarks”) solely in connection with and for the purposes of the Agreement. The Restaurant shall, on request, supply to AHLAN such images or other artwork of its trademarks in order to enable AHLAN to accurately reproduce the same in advertising materials and/or the Platform. 12.2 AHLAN warrants that it is the owner and/or authorised licensee of its Trademarks. AHLAN hereby grants to the Restaurant non-transferable, revocable, royalty free licence throughout the Territory to use its trade name, trade marks, logos and service marks (“Trademarks”) solely in connection with and for the purposes of the Agreement. AHLAN shall, on request, supply the Restaurant such images or other artwork in order to enable the Restaurant to accurately reproduce AHLAN’s trademarks in advertising materials. 12.3 The Restaurant shall indemnify the other Party, its employees, directors, affiliates and its affiliates’ employees and directors against all claims, liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by AHLAN or its affiliates arising out of or in connection with any claim made against AHLAN for actual or alleged infringement of a third party’s intellectual property rights in the Restaurant Trademarks. 12.4 Except as provided in clauses 12.1 and 12.2, nothing in the Agreement shall cause either Party to acquire, or entitle it to use, any Intellectual Property Rights of the other Party (including Intellectual property Rights in its Trademarks). Ownership of all Intellectual Property rRghts shall at all time remain the property of, and vested in, the Party licensing such intellectual property. Intellectual Property Rights means any patents, utility models, rights to inventions, copyright and neighbouring and related rights (including future copyright and design right), know-how, methodology, trade secrets and all other intellectual property, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
13.1 Notwithstanding any other provisions in the Agreement, either Party may terminate the Agreement immediately by giving written notice to the other Party: 13.1.1 if any sum owing to that Party in accordance with the Agreement is not paid within ten (10) days of the due date for payment; 13.1.2 if the other Party is in material breach of any of the provisions of the Agreement which is incapable of remedy or, if deemed capable of being remedied, continues unremedied for seven (7) days after receipt of written notice thereof; or 13.1.3 if the other Party enters into liquidation, is declared bankrupt, suspends its payments, makes an assignment for the benefit of its creditors or otherwise becomes insolvent. 13.2. Either Party may terminate this Agreement by giving the other Party a thirty (30) day prior written notice of termination. 13.3 In the event of termination of the Agreement for any reason: 13.3.1 any sum owing by either Party to the other under any of the provisions of this Agreement shall become immediately due and payable; 13.3.2 the Restaurant shall cease access to and use of the Software and delete the Software from all its devices; 13.3.3 each Party shall each Party shall immediately cease to use the other Party's intellectual property and trademarks; and 13.3.4 all clauses which, either expressly or by their nature, relate to the period after the expiry or termination of this Agreement shall remain in full force and effect;
The Restaurant shall comply with all laws, statutes, bylaws, regulations, orders, regulatory policies, guidance or industry codes applicable in the Territory including all health, safety and hygiene regulations, codes and standards related to the preparation, sale, marketing and delivery of food products generally and the Menu Items, their components, descriptions and the representations made thereof by the Restaurant.
15.1 The Supplier shall indemnify AHLAN, its employees, directors, affiliates and its affiliates’ employees and directors against all claims, liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by AHLAN or its affiliates arising out of or in connection with: 15.1.1 any claim made against AHLAN by a third party arising out of or in connection with the Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of this Agreement by the Restaurant, its employees, agents or subcontractors; 15.1.2 any claim made against AHLAN by a third party for death, personal injury or damage to property arising out of or in connection with the performance of its obligations under this Agreement; 15.1.3 any claims or complaints made against AHLAN by a Customer relating to the quality, quantity, accuracy, content or packaging of the Order, including but not limited to the Order (i) having been delivered late or cold (except where the Restaurant subscribed to AHLAN ZOOM and AHLAN handled the delivery of an Order); (ii) does not match the description or is in breach of the representations made (including in relation to any allergen or dietary requirements e.g. gluten-free, dairy-free, vegetarian or otherwise) of the Menu Items on the Platform; (iii) is not properly cooked, is not palatable or not fit for consumption; (iv) was not packaged appropriately; and 15.2 The indemnity set out in clause 15.1 shall not cover the Client to the extent that a claim under it results from the Client’s negligence or wilful misconduct. 15.3 If AHLAN determines that the Restaurant has engaged in any intentional harmful and/or fraudulent act, by way of collusion with a Customer or otherwise, then, in addition to the indemnity set out in clause 15.1, AHLAN shall have the right, but not the obligation, to immediately terminate this Agreement.. 15.4 Each Party (the “Indemnifier”) shall indemnify the other Party, its employees, directors, affiliates and its affiliates’ employees and directors (the “Indemnitee”), against all claims, liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by the Indemnitee arising out of or in connection with any act, omission, fault or negligence whether active or passive of the Indemnifier or of anyone acting under the Indemnifier's direction or control on its behalf in connection with the performance of this Agreement. 15.5 Neither Party shall be liable to the other Party for any loss of profit, goodwill, business opportunity, and anticipated savings or for any indirect or consequential loss or damage suffered or flowing from either Party.
Neither Party shall be liable for any failure nor delay in performing their obligations under the Agreement, where such failure or delay results from any event that is unforeseeable, unavoidable or beyond a Party’s control and which makes the performance of an obligation(s) impossible, including but not limited to acts of Gods, acts of government, cyber piracy and unusual technical fault, power failure, breakdown or failure of telecommunication services, industrial action, civil unrest, fire, flood, storms, earthquakes, pandemic, epidemic, acts of terrorism, acts of war, royal demise.
All notices under the Agreement shall be in writing and be deemed duly given:
⦁ on the same day when delivered, if delivered by hand during normal business hours of the recipient; or
⦁ on the same day when sent, if transmitted by facsimile, by telex, e-mail and a successful transmission report or return receipt is generated; or
⦁ on the third Business Day following mailing, if sent by post;
⦁ All notices under this Agreement shall be sent to the address and the e-mail address of each Party identified in the Letter of Agreement (or such other address as otherwise notified by one Party to another).
Both Parties shall comply with the relevant provisions of the data protection laws and all other legislation and regulatory requirements (Data Protection Laws) in force from time to time in the Kingdom of Bahrain and any associated legislation in respect of the activities which are the subject of this Agreement and shall not, as far as is practicable, knowingly do anything, or permit anything to be done, which might lead to a breach by the other Party of the Data Protection Laws or any associated legislation.
18.1 The Restaurant agrees that it has not and will not in connection with the activities contemplated by this Agreement, make any payment or transfer of value which has the purpose or effect of (a) public or commercial bribery; (b) acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business; or (c) otherwise obtaining an improper advantage for AHLAN or its affiliates 18.2 No waiver by AHLAN of any breach by the Restaurant of the Agreement shall be considered as a waiver of any subsequent breach. A waiver of any term of the Agreement shall be effective only if given in writing and signed by AHLAN . 18.3 No failure or delay on the part of any Party in exercising any right under the Agreement shall operate as a waiver of such right. 18.4 This Agreement constitutes the entire agreement between the Parties and supersedes, cancels and replaces any and all prior agreements, understanding or arrangements of any nature whatsoever between the Parties, whether written, oral or implied relating to the subject matter hereof and thereof. 18.4 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part- provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 17.5 shall not affect the validity and enforceability of the rest of this Agreement. 18.5 Neither Party shall assign any of its rights and/or obligations under this Agreement to any third party without the prior written consent of the other Party, provided that AHLAN shall have the right to assign this Agreement to any of its affiliates. 18.6 In the event of a Change of Control, the Restaurant shall remain liable towards AHLAN for any and all accrued liabilities (including but not limited to any accrued and unpaid amounts due to AHLAN ) as at the effective date of the Change of Control. For the purposes of this clause 17.7 , “ Change of Control" shall mean, in relation to the Restaurant, the Subscriber and/or any restaurant owned or operated by the Subscriber, the occurrence of any of the following events: (i) its acquisition by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation), or (ii) a sale of all or substantially all of its assets (collectively, a “Merger”), where its shareholders hold less than fifty percent (50%) of the voting power of the surviving or acquiring entity. 18.7 In the event a Subscriber sells or otherwise divests any of the restaurants subject to the Agreement, AHLAN shall have the right to amend the Letter of Agreement in order to take into consideration such sale or divestiture. For clarification purposes, AHLAN shall have the right to reasonably amend the commercial terms of the Letter of Agreement to accurately reflect the new number of restaurants subject to the Agreement. 18.8 Nothing contained or implied in this Agreement shall constitute or be deemed to constitute a partnership between the Parties and neither Party shall have any authority to bind or commit the other Party in any way, except as expressly set forth herein. 18.9 AHLAN shall have the right to amend These Terms from time to time (including but not limited to incorporate new legislations) upon a 30-day prior written notice to the Restaurant. For the avoidance of doubt, a notice given to a Subscriber shall be deemed a notice to each restaurant owned and/or operated by the Subscriber). 18.10 This Agreement shall be governed by and construed in accordance with the laws in force in the Kingdom of Bahrain. In the event of any dispute, claim or controversy arising from or connected with this Agreement, including one regarding the existence, validity or termination of this Agreement or the consequences of its nullity or relating to any non-contractual or other dispute arising from or connected with this Agreement (a “ Dispute ”), the Parties shall first endeavour to amicably settle the same amicably in good faith In the event the Parties are unable to resolve a Dispute in accordance with the foregoing within one (1) month from the date the Dispute has arisen, such Dispute shall be referred to the exclusive jurisdiction of the Courts of Bahrain.
The terms and conditions set out below (“Photography Terms") shall apply to any Photography Services provided by AHLAN to Restaurants.
1. Definitions

“Material" means all works, materials, photographs, and data produced as a result of, or in connection with, the Photography Services.
“Photography Services" means all the work conducted by Ahlan for the purposes of producing the Material including but not limited to the works of photographing the Products, editing, designing, creating, and publishing the Material.
“Photo Session" the time slot in which the Products are photographed by Ahlan for the purposes of Photography Services.
“Complementary Photo Session” means the photography service provided by Ahlan for newly registered restaurants consisting of one photography session free of charge.
“Products” means the products of the Restaurant to be photographed (which products shall be determined by Ahlan based on selling performances and Restaurant's recommendation).
2. Photography Services

⦁ Each Photo Session should last up until twenty (20) styled or forty (40) simple style products are photographed (the “Maximum Photographed Products”); provided, however, that each Photo Session shall not last more than four (4) hours (1 hr of setting up and packing up and 3 hours of photography).
⦁ In case the Restaurant is not able to produce or prepare the Products, Ahlan will not provide additional photography sessions.
⦁ The Restaurant shall ensure that:
⦁ the chosen venue is ready, safe, and suitable for the Photo Session;
⦁ all necessary permits (including location permit) are obtained for the purposes of conducting the Photo Session (including but not limited to access to the chosen venue);
⦁ the Restaurant's authorised representative, and the chef who will be preparing the Products, are available and present on the agreed date and time of the Photo Session;
⦁ an onsite support by the Restaurant’s staff is available for Ahlan’s team; and
⦁ the Products are presentable and freshly cooked.
3. PAYMENT, RESCHEDULES, AND CANCELLATIONS

⦁ The fee payable by the Restaurant for each Photo Session is Bahraini Dinars [ ] (the “Fee”).
⦁ No fees for rescheduling the Photo Session shall be charged by Ahlan if: 3.2.1 the Restaurant notifies Ahlan of its wish to reschedule 24 hours at least prior to the scheduled Photo Session; or 3.2.2 Ahlan reschedules the Photo Session. 3.3 The full Fee shall be payable by the Restaurant to Ahlan in the event the Restaurant cancels a scheduled Photo Session; 3.4 A fee of Bahraini Dinars [ ] shall apply if the Restaurant: 3.4.1 reschedules the Photo Session within 24 hours of its scheduled time or after the photographer reaches the chosen venue. 3.4.2 reschedules a Photo Session for more than three (3) times. 3.4.3 notifies Ahlan of its wish to reschedule other than in in the circumstances described in clause 3.4. 3.5 Ahlan shall be entitled to deduct all fees payable by the Restaurant in relation to the Photo Sessions from the balance of the Restaurant account maintained in accordance with a subscription sgreement to the Ahlan Services. In the event (i) the Restaurant’s account balance is insufficient to cover the fees payable under this clause 3, or (ii) the Restaurant does not have an account under a subscription agreement, all fees payable in relation to Photo Sessions shall be payable in advance of each Photo Session. Payments shall be made to the bank account designated by Ahlan.
4. Deliverables and License

4.1 Ahlan will deliver social media standard resolution images upon completion of the Photo Session. Ahlan grants the Restaurant a license to use the Material for marketing purposes on all the Restaurant’s social media accounts, websites and in the Restaurant premises only (the “License").

⦁ An additional charge of Bahraini Dinars [ ] shall be applicable for high resolution images for printing, and an additional charge of Bahraini Dinars [ ] shall be applicable for raw images.
⦁ The License shall not extend to and the Restaurant’s parent, subsidiary, affiliate or any other third party shall not be entitled to use or exploit the Material for any purposes without Ahlan's prior written approval; provided always that the Material shall in no event be used on any of Ahlan's competitors’ social media or online e-commerce platforms.
5. Ownership

⦁ All the Material produced under this Agreement is and shall remain the sole property of Ahlan.
⦁ No transfer of intellectual property rights in the Material is made pursuant to by these Photography Terms.