Service Level Agreement (SLA)

This Service Level Agreement ("SLA") is entered into between Mofawada E-Commerce W.L.L, holding CR number (177421-1) (referred to herein as "the First Party"), and the Vendor (referred to herein as "the Second Party").
The First Party operates the platforms 5dmaty and 5dmaty.ai, which serve as digital e-commerce intermediary platforms facilitating transactions, service listings, and client bookings between Users and independently licensed third-party Vendors, including but not limited to hospitals, medical centers, clinics, laboratories, healthcare service providers, wellness centers, and other health-related entities.

This SLA governs the terms and obligations between the First Party and the Second Party regarding participation on the platforms.

All relevant company and Vendor details are included in the introductory section of this document.

1. Vendor Registration and Obligations

1.1 Registration Information:
The Second Party must provide valid and accurate details, including:

Owner and authorized person information.

Active IBAN within Bahrain for payment settlements.

1.2 Accuracy and Updates:
Registration and Maintenance of Information
The Second Party must provide accurate and complete information at the time of registration, including but not limited to:

• Commercial Registration (CR) Number: A valid and active CR number issued by the relevant authorities in Bahrain or the Vendor's country of registration.
• Owner and Authorized Person Details: Full names, roles, and contact details of the owner and any authorized persons managing the account.
• Bank Details: An active IBAN within Bahrain, linked to a legitimate bank account, to facilitate payment settlements.

The Second Party is solely responsible for ensuring that all provided information remains accurate, complete, and up to date throughout the duration of the agreement. Any changes to the CR number, ownership, authorized persons, or bank details must be communicated promptly to the First Party.
Failure to maintain accurate and updated records may result in the following consequences:

1. Suspension of Services: Access to the App and its services may be temporarily or permanently suspended until the required updates are provided and verified.
2. Loss of Payments: Payments due to the Second Party may be withheld or forfeited if the provided bank details are invalid or if there is a failure to update required information.
3. Termination of Agreement: Repeated failure to maintain updated information may result in the termination of the agreement and loss of access to the platform.

The First Party reserves the right to verify the authenticity and accuracy of the information provided by the Second Party at any time to ensure compliance with legal and operational standards.

1.3 Compliance:
Compliance with Bahraini Laws
The Second Party agrees to comply with all applicable laws and regulations of the Kingdom of Bahrain, including but not limited to:

1. Anti-Money Laundering (AML) Regulations:
   • The Second Party must ensure that all transactions conducted through the App are lawful and free from any form of money laundering or fraudulent activity.
   • The Second Party is required to maintain clear and verifiable records of all transactions for audit purposes and provide such records to the First Party or relevant authorities upon request.
2. Combating Financial Misconduct:
   • The Second Party shall not engage in, support, or facilitate any activities related to financial misconduct, including but not limited to fraudulent schemes, embezzlement, or misrepresentation.
   • Transactions flagged as suspicious by the First Party will be subject to review, and the Second Party may be required to provide justification or additional documentation.
3. Prohibited Activities:
   • The Second Party is strictly prohibited from using the App for any activities that violate Bahraini laws, including but not limited to:
     • The sale or promotion of illegal goods or services.
     • Transactions involving prohibited substances or activities.
4. Reporting Obligations:
   • The Second Party must report any suspicious activities or potential violations of AML regulations to the First Party immediately.

Consequences of Non-Compliance:

• Forfeiture of Payments: Any payments associated with transactions deemed unlawful or in violation of AML regulations may be withheld or forfeited.
• Account Suspension or Termination: Non-compliance with these regulations may result in the suspension or termination of the Second Party's account and access to the App.
• Legal Action: The Second Party may face legal action or reporting to Bahraini authorities for violations of applicable laws.

The Second Party acknowledges and agrees that adherence to these regulations is a fundamental condition of this agreement and the use of the App. Non-compliance will be treated with zero tolerance and addressed in accordance with Bahraini law.

2. Commission and Transaction Fees

2.1 Commission Rate:
The First Party is entitled to a 11% commission on every transaction completed through the App. This commission will be automatically deducted from the total transaction amount at the time of processing.

1. Applicability:
   • The 11% commission applies to all sales and transactions facilitated through the App, regardless of the product or service category.
   • This rate is non-negotiable and is agreed upon by the Second Party upon registration and use of the App.
2. Calculation:
   • The commission will be calculated as a percentage of the total transaction value, including any applicable taxes or fees.
3. Deductions:
   • The commission amount will be deducted prior to the settlement of payments to the Second Party.
4. Transparency:
   • The Second Party will receive a detailed breakdown of each transaction, including the commission deducted, via the App’s reporting tools or settlement statement.
5. No Refunds on Commission:
   • Commission fees are non-refundable, even in cases of order cancellations, refunds, or disputes, unless otherwise agreed upon in writing by the First Party.

By agreeing to this SLA, the Second Party accepts the commission structure and acknowledges that the First Party’s commission will be deducted from all transactions completed through the App.

2.2 Responsibility:
The First Party acts solely as a digital platform provider facilitating listings, discovery, and transactions between the Second Party and Clients.
The First Party does not assume any responsibility for the actions, service quality, medical decisions, or disputes arising from such transactions.
1. Transaction Independence:

• All transactions conducted through the App are exclusively between the Second Party and the Client.
• The First Party does not act as a guarantor, service provider, supervisor, or legal party to any transaction or medical service performed.
• Medical consultations, diagnostic services, treatment outcomes, and clinical advice are the sole responsibility of the Second Party.

2. Disputes:

• The Second Party is solely responsible for addressing and resolving any disputes with Clients regarding:
  • Quality of medical or healthcare services provided
  • Delivery issues, refunds, cancellations, dissatisfaction with service outcomes
  • Allegations of malpractice, negligence, or clinical misjudgment
• The First Party will not mediate, intervene, or be held liable in such disputes unless expressly required by law.

3. Liabilities:
The First Party shall not be held liable for:

• Any damages, injuries, complications, or adverse outcomes arising from medical services, wellness services, or products provided by the Second Party.
• Any professional errors, omissions, malpractice, negligence, or failure to meet clinical standards by the Second Party.
• Breaches of agreements, ethical violations, or misconduct by either the Second Party or the Client.
• Any legal, regulatory, or financial consequences arising from the Second Party’s operations, including loss of licensure, sanctions, or penalties.

4. Compliance:

• The Second Party is responsible for ensuring that its medical services, wellness offerings, diagnostic operations, and all transactions comply fully with:
  • Applicable healthcare laws
  • Licensing regulations
  • Medical ethics and clinical standards
  • Bahrain’s commercial, healthcare, and consumer protection laws
• The Second Party must maintain all required licenses, certifications, insurance coverage, and professional qualifications at all times during the use of the App.

5. Exclusions of Responsibility:

• The First Party is not liable for any indirect, incidental, consequential, punitive, or special damages resulting from:
  • The Second Party’s use of the App
  • Any services booked or delivered through the platform
  • Any Client dissatisfaction, health deterioration, complications, or claims associated with Vendor services
• The First Party does not verify the medical appropriateness, accuracy, or adequacy of services listed or delivered.

🛡️ Final Clause:
By agreeing to this SLA, the Second Party acknowledges that all responsibilities and liabilities related to their medical, health, wellness, diagnostic, or service-related transactions with Clients lie solely with them.
The Second Party fully releases the First Party from any associated risk, liability, or obligation.

3. Payment Settlements

3.1 Settlement Schedule:
3.1 Payment Settlements
Payments due to the Second Party will be processed and settled twice a month in accordance with the following schedule:

1. Settlement Dates:
   • Payments will be settled on the 1st of each month.
2. Adjustments for Non-Working Days:
   • If the settlement date falls on a weekend or public holiday in Bahrain, payments will be processed on the next working day.
3. Payment Processing:
   • Settlements will include all cleared transactions up to the cutoff time on the day prior to the scheduled payment date.
   • Payments will be transferred to the active IBAN provided by the Second Party.
4. Notification:
   • The Second Party will receive a payment confirmation detailing the transactions included in the settlement, along with any applicable deductions such as commission fees.
5. Disruptions:
   • In the event of technical or operational disruptions that delay payment processing, the First Party will make reasonable efforts to resolve the issue promptly and notify the Second Party of the revised settlement timeline.

By agreeing to this SLA, the Second Party acknowledges and accepts the payment settlement schedule and related conditions as outlined.

3.2 Claim Period:
In the event of a payment bounce or failure, the following terms and conditions will apply:

1. Notification of Bounce:
   • The Second Party will be notified of any payment that fails to process successfully due to invalid bank details, account issues, or other reasons.
2. Claim Period:
   • The Second Party must claim the bounced payment within 90 days from the date of the original settlement attempt.
   • Claims submitted after the 90-day period will not be honored, and the First Party will not be held liable for unclaimed amounts.
3. Claim Procedure:
   • To initiate a claim, the Second Party must contact the First Party via the designated support channel, providing necessary details such as the transaction ID, original payment date, and valid bank details.
4. Resolution Timeline:
   • Upon receiving a valid claim, the First Party will investigate and process the payment within a reasonable timeframe, subject to operational and banking constraints.
5. Responsibility of the Second Party:
   • The Second Party is responsible for ensuring that their provided bank details, including the IBAN, are accurate and active to avoid payment bounces.

By agreeing to this SLA, the Second Party acknowledges and accepts the claim procedure and associated deadlines for resolving payment bounces.

4. Misconduct and Penalties

4.1 Forfeiture:
4.1 Misconduct and Penalties
The First Party maintains a zero-tolerance policy for misconduct and reserves the right to take decisive action against the Second Party in cases of violations.

1. Definition of Misconduct:
   Misconduct includes, but is not limited to:
   • Fraudulent transactions or misrepresentation of products or services.
   • Violations of anti-money laundering (AML) regulations or other financial laws.
   • Engagement in illegal activities or transactions through the App.
   • Providing false or misleading information during registration or operations.
2. Consequences of Misconduct:
   • Forfeiture of Payments:
     • All unsettled payments owed to the Second Party will be forfeited immediately upon confirmation of misconduct.
   • Account Termination:
     • The Second Party’s account will be suspended or permanently terminated, revoking access to the App and its services.
   • Legal Reporting:
     • The First Party may report any suspected violations of AML regulations or other laws to the relevant Bahraini authorities for investigation and potential prosecution.
3. Review and Investigation:
   • The First Party reserves the right to conduct investigations into any suspected misconduct and may request supporting documentation or explanations from the Second Party.
   • Failure to cooperate during the investigation may be treated as confirmation of misconduct.
4. No Liability:
   • The First Party is not liable for any losses incurred by the Second Party as a result of actions taken under this clause, including forfeiture of payments or account termination.

By agreeing to this SLA, the Second Party acknowledges and accepts the strict enforcement of this policy and agrees to act in compliance with all applicable laws and regulations.

4.2 Suspicious Activities:
4.2 Transaction Monitoring and Justification
The First Party reserves the right to monitor all transactions conducted through the App to ensure compliance with applicable laws and prevent money laundering or other illicit activities.

1. Identification of Unusual Transaction Patterns:
   • Transactions flagged for review may include:
     • High Transaction Volumes: A significant increase in the number of transactions within a short period.
     • Inconsistent Values: Discrepancies between typical transaction amounts and recent activity.
     • Other Suspicious Indicators: Patterns that deviate from normal business operations or raise concerns under AML regulations.
2. Requirement for Justification:
   • The Second Party must provide clear and verifiable justifications for any flagged transactions or patterns, including:
     • Supporting documents such as invoices, receipts, or contracts.
     • Explanations regarding the nature of the transactions or changes in business activity.
3. Review Process:
   • The First Party will assess the provided justifications and determine whether the transactions comply with applicable laws and this SLA.
   • Transactions deemed non-compliant may result in payment holds, further investigation, or account suspension.
4. Failure to Justify:
   • Failure to provide adequate justification for flagged transactions may lead to:
     • Forfeiture of unsettled payments.
     • Immediate account suspension or termination.
     • Reporting of the Second Party to Bahraini authorities for further investigation.
5. Proactive Compliance:
   • The Second Party is encouraged to maintain transparent records and proactively report any anticipated changes in transaction patterns to the First Party.

By agreeing to this SLA, the Second Party acknowledges and accepts their obligation to justify unusual transaction patterns and cooperate with the First Party’s compliance efforts to prevent money laundering and other illegal activities.

5. Data and Privacy

5.1 Privacy Policy:
5.1 Acknowledgment of Privacy Policy
The Second Party acknowledges and agrees to the terms outlined in the Privacy Policy provided by the First Party, which governs the collection, handling, processing, and storage of all data shared through the App.

1. Agreement to Privacy Policy:
   • By entering into this SLA, the Second Party confirms that it has read, understood, and accepted the Privacy Policy in its entirety.
   • The Privacy Policy forms an integral part of this agreement and applies to all interactions, transactions, and operations conducted via the App.
2. Compliance with Data Practices:
   • The Second Party agrees to handle all data, including Client information, in accordance with the Privacy Policy and applicable data protection laws.
   • Any misuse of data by the Second Party, including unauthorized sharing or processing, constitutes a breach of this SLA and may result in penalties, including account suspension or termination.
3. Updates to the Privacy Policy:
   • The Second Party acknowledges that the Privacy Policy may be updated periodically, and continued use of the App constitutes acceptance of the revised terms.

By agreeing to this SLA, the Second Party affirms their commitment to adhering to the Privacy Policy and understands that any breach of the Policy will be subject to enforcement actions as detailed in the SLA and Privacy Policy.

5.2 Confidentiality:
5.2 Confidentiality of Client Data
The Second Party agrees to maintain the confidentiality and integrity of all Client data shared through the App. The following conditions apply:

1. Data Protection Obligations:
   • The Second Party must handle Client data in compliance with Bahrain’s Personal Data Protection Law (Law No. 30 of 2018) and the Privacy Policy provided by the First Party.
   • Client data includes, but is not limited to, names, contact details, delivery addresses, and transaction information.
2. Prohibition of Misuse:
   • The Second Party is strictly prohibited from:
     • Sharing Client data with unauthorized third parties.
     • Using Client data for purposes other than fulfilling transactions or providing agreed-upon services.
   • Any misuse of Client data will be considered a material breach of this SLA.
3. Explicit Consent:
   • The Second Party must obtain explicit consent from the Client before using their data for purposes not covered by the App’s Privacy Policy or this SLA.
4. Data Security Measures:
   • The Second Party is responsible for implementing adequate security measures to protect Client data from unauthorized access, loss, or disclosure.
5. Reporting Breaches:
   • In the event of a data breach involving Client information, the Second Party must notify the First Party immediately and cooperate fully to mitigate the impact and comply with legal requirements.
6. Consequences of Breach:
   • Breach of confidentiality obligations may result in:
     • Forfeiture of unsettled payments.
     • Suspension or termination of the Second Party’s account.
     • Reporting to relevant regulatory authorities for legal enforcement.

By agreeing to this SLA, the Second Party acknowledges their obligation to ensure the confidentiality of Client data and accepts full responsibility for any misuse or breach.

6. Termination of Services

6.1 Breach of Terms:
6.1 Termination of Agreement
The First Party retains the right to terminate this SLA and suspend the Second Party’s access to the App in the event of any breach of the terms and conditions outlined in this agreement.

1. Grounds for Termination:
   • Breach of any clause in this SLA, including but not limited to:
     • Providing false or inaccurate information.
     • Engaging in fraudulent or illegal activities.
     • Violating anti-money laundering (AML) regulations or other Bahraini laws.
     • Failing to maintain confidentiality of Client data.
   • Repeated non-compliance or refusal to provide requested justifications for unusual transaction patterns.
2. Notification of Termination:
   • The First Party will notify the Second Party in writing or via the App of the decision to terminate this SLA, specifying the reason(s) for termination.
3. Immediate Suspension:
   • In cases of severe breaches, the First Party may suspend the Second Party’s access to the App immediately, without prior notice, to prevent further violations.
4. Consequences of Termination:
   • Loss of Access: The Second Party’s account will be deactivated, and access to all App features and services will be revoked.
   • Forfeiture of Payments: Any unsettled payments owed to the Second Party may be withheld or forfeited if the termination is due to misconduct or violations of AML laws.
5. Final Settlement:
   • If applicable, the First Party will provide a final settlement of cleared and legitimate transactions prior to termination, subject to deductions for any penalties or fees.
6. No Liability:
   • The First Party will not be liable for any damages, losses, or inconveniences incurred by the Second Party as a result of termination.

By agreeing to this SLA, the Second Party acknowledges and accepts the First Party’s right to enforce termination in cases of non-compliance or breach of terms.

6.2 Outstanding Payments:
6.2 Forfeiture of Payments upon Termination
In the event of termination resulting from misconduct by the Second Party, the following terms regarding payments will apply:

1. Definition of Misconduct:
   • Misconduct includes, but is not limited to:
     • Fraudulent transactions or activities.
     • Breaches of anti-money laundering (AML) regulations or other legal obligations.
     • Misuse or unauthorized sharing of Client data.
     • Providing false or misleading information to the First Party.
2. Forfeiture of Payments:
   • All outstanding payments due to the Second Party at the time of termination will be forfeited.
   • This includes payments for transactions completed but not yet settled, as well as any amounts pending disbursement.
3. Irrevocable Action:
   • Forfeiture of payments is final and non-reversible. The Second Party forfeits all rights to claim or recover withheld amounts.
4. Allocation of Withheld Payments:
   • Withheld payments may be utilized by the First Party to cover:
     • Costs associated with investigating and addressing the misconduct.
     • Any legal or administrative expenses incurred due to the Second Party’s violations.
5. Notification:
   • The First Party will provide written notice to the Second Party specifying the misconduct and confirming the forfeiture of payments.
6. Legal Reporting:
   • In cases of severe misconduct, such as violations of AML laws, the First Party may report the incident to the relevant Bahraini authorities for further action.

By agreeing to this SLA, the Second Party acknowledges and accepts that any outstanding payments may be forfeited in the event of termination due to misconduct, with no recourse for recovery.

7. Dispute Resolution

7.1 Jurisdiction:
All disputes arising under or related to this SLA shall be resolved in accordance with the laws of the Kingdom of Bahrain.

1. Governing Law:
   • This SLA is governed by and construed in accordance with Bahraini law, including but not limited to:
     • The Commercial Companies Law.
     • The Anti-Money Laundering and Combating Terrorism Financing Law.
     • The Personal Data Protection Law.
2. Jurisdiction:
   • Any disputes that cannot be resolved amicably between the First Party and the Second Party shall be submitted to the exclusive jurisdiction of the courts of Bahrain.
3. Resolution Mechanism:
   • Both parties are encouraged to engage in good-faith negotiations to resolve disputes informally before seeking legal remedies.
4. Legal Costs:
   • The party found at fault in any legal proceedings will bear the associated legal costs, unless otherwise determined by the court.

By agreeing to this SLA, the Second Party acknowledges and accepts that all disputes will be resolved under the jurisdiction of Bahrain’s legal framework, and they waive any objection to such jurisdiction or venue.
7.2 Resolution Mechanism:
The First Party and Second Party agree to resolve disputes arising under this SLA through the following process:

1. Amicable Resolution:
   • Both parties will make all reasonable efforts to resolve any disagreements or disputes amicably through good-faith negotiations.
   • The parties may communicate via email, phone, or in-person meetings to discuss and resolve issues.
2. Escalation to Formal Resolution:
   • If the parties are unable to reach an agreement within a reasonable timeframe, the dispute shall be referred to the appropriate legal channels in Bahrain.
3. Referral to Bahraini Courts:
   • Disputes that cannot be resolved amicably will be submitted to the exclusive jurisdiction of the courts of the Kingdom of Bahrain.
4. Binding Resolution:
   • The decision of the Bahraini courts shall be final and binding on both parties.
5. Costs and Fees:
   • Unless otherwise determined by the court, the party found at fault will bear all legal costs, court fees, and other related expenses arising from the dispute.

By agreeing to this SLA, the Second Party confirms their understanding and acceptance of the dispute resolution process, including the requirement to pursue amicable solutions prior to legal escalation.

8. Acknowledgment

By signing this Service Level Agreement (SLA) or accessing the App provided by the First Party, the Second Party explicitly acknowledges and agrees to all terms and conditions outlined in this document.

1. Binding Agreement:
   • The Second Party’s signature or use of the App constitutes a legally binding acceptance of this SLA.
2. Full Understanding:
   • The Second Party confirms that they have read, understood, and agreed to the terms, including all obligations, responsibilities, and limitations of liability.
3. Reference to Related Policies:
   • The Second Party further acknowledges their agreement to related documents, including the Privacy Policy, as referenced in this SLA.
4. Continued Compliance:
   • By continuing to access or use the App, the Second Party reaffirms their acceptance of this SLA and any amendments made in accordance with the terms outlined herein.
5. Confirmation of Authority:
   • If the Second Party is a business entity, the individual signing or accessing the App confirms that they have the legal authority to bind the entity to this SLA.

By agreeing to this SLA, the Second Party accepts all conditions and terms, and acknowledges that any breach may result in actions as detailed within this document.

9. Signatures

This Service Level Agreement (SLA) is executed and entered into by the duly authorized representatives of both parties as of the date indicated below.