Business Terms and Conditions

Welcome to Penny. The operator of Penny and the entity you are contracting with is Penny Software Arabia for Information Technology Company, a limited liability company incorporated in Saudi Arabia having its registered address at Riyadh, King Abdulaziz St. Saudi Arabia (“us”, “we”, “our” and/or “Penny”). 

These terms and conditions (“Terms and Conditions”) our Privacy Policy, Cookies Policy, and any additional terms (“Legal Documents”) are posted on the Legal section of Penny. and  https://penny.co (collectively referred to as “Platform”). The Legal Documents in addition to the terms presented to you along with your Enrolment Application (”Additional Agreement”) set out the terms and conditions on which we offer you access to and use of our Platform, services, software and applications (collectively, the “Services”). These Legal Documents are incorporated by reference to these Terms and Conditions.

By accessing, registering, and/or continuing to use or access our Platform and/or our Services, you are agreeing to be bound by these Terms and Conditions and the Legal Documents referred to hereof with immediate effect. In addition, you acknowledge that these Terms and Conditions and the Legal Documents apply to all the “Users” of our facilities, services, and/or Platform (individual or legal entity(s) as the case may be) whether the User is accessing and using our Platform as a:

• “Visitor”:  Users who are accessing our Platform without an account and/or registration,
• “Buyer”: Members who have access to the Marketplace feature as a buyer,
• “Supplier”: Users who are accessing our Platform to use the Marketplace feature as a supplier, or
• “Member”: Users who are accessing our Platform to use our Procurement Management Solution feature.

It shall be your responsibility to periodically review these Terms and Conditions and the Legal Documents to familiarize yourself with them. By continuing to use our Platform and/or the Services, you are agreeing to these Terms and Conditions and the Legal Documents in full. You may not use, and shall immediately discontinue your use of our Platform and/or the Services if you are not able to create a legally binding agreement in accordance with applicable laws and/or if you do not agree to these Terms and Conditions and the Legal Documents in full. If you are a registered supplier, you shall provide us with a written notice of your rejection to our updated terms and conditions within 7 days of any update otherwise we shall consider these terms and conditions are accepted.

INTRODUCTION

• Third-Party Terms and Conditions. Certain features of our Platform and/or the Services will be subject to additional terms and conditions from third parties and Suppliers. We do not employ such third parties and Suppliers and the provision of their services will be subject to their terms and conditions. It shall be your responsibility to inform yourself of such third parties’ and Suppliers’ terms and conditions before availing a Service (including but not limited to their terms and conditions regarding payment, cancelation, Warranty, liability and others as may be applicable). Terms and conditions of third parties and Suppliers may differ from one to another and may be amended by them from time to time without prior notice. Such terms and conditions shall form an integral part of these Terms and Conditions and any such third party and/or Supplier shall always have the right to enforce such terms and conditions and be in effect and binding to the services hereof.

• License to Use. Subject to the rest of the content of these Terms and Conditions, we hereby grant you a non-transferable, non-exclusive, revocable, limited license to use and access our Platform in accordance with these Terms and Conditions but reserve our right to revoke any or all of such authorizations at any time.
• Lawful Purposes. You hereby agree to use our Platform and the Services for lawful purposes only and in a way that does not infringe on the rights of any other User and the third party or restrict or inhibit such User or third party use and enjoyment of the same.
• Certain Restrictions. The rights granted to you under these Terms and Conditions are subject to the following restrictions:

1. You may not and shall not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of our Platform or any of the content thereof;
2. You may not and shall not access our Platform in order to build a similar or competitive application, website, platform, product, and/or service;
3. Except as expressly stated herein, no part of our Platform may be copied, modified, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to linked, framed, hyperlinked or deep-linked into any other platform, without our express written consent;
4. All copyright and other proprietary notices on our Platform (or on any content displayed thereon) must be retained on all copies thereof and the source clearly displayed; and
5. Unless otherwise indicated, any future release, update, or other addition to functionality of our Platform shall be subject to these Terms and Conditions.

        Certain activities, whether legal or illegal, may be harmful to you and to others. For your own protection and for the protection of others, you may not at any time during your use of our Platform or the Services:

1. harass or abuse other Users and/or third parties, whether by threatening, stalking, spamming, transmitting junk mail, chain mail and/or any other form of harassment and/or abuse;
2. violate the privacy of other Users and/or third parties, either by infringing applicable privacy laws, soliciting personally identifiable information for the purposes of harassment, exploitation, commercial activities, promotional activities, or any other reason which is contrary to the reason such information was;
3. unfairly interfere with any other User or third party’s uninterrupted use and enjoyment of the Services and/or our Platform;
4. upload or transmits viruses or other harmful, disruptive or destructive files;
5. disrupt, interfere with, or otherwise harm or violate the security of our Platform, system resources, accounts, passwords, servers or networks connected to or accessible through our Platform; or
6. act culturally or religiously offensive in any way, and

          All your actions during the uses of our Platform and Services shall at all the times be compliant with the applicable laws in addition to the Islamic cultural sensitivity, morals, values, ethics and traditions.

• You should review these Terms and Conditions on a routine and periodic basis as we reserve our right, at any time and without prior notice to you, to amend or modify these Terms and Conditions, suspend or discontinue our Platform or the Services, whether in whole or in part, and delete any accounts in relation thereto.
• No Support, Maintenance, or Protection. You acknowledge and agree that we will have no obligation to provide you with any support or maintenance in connection with our Platform or your use thereof unless such services is expressly agreed upon in your Additional Agreement and the terms stated therein. We also take no liability and cannot guarantee that there will be no viruses or other harmful code embedded in our Platform which could adversely affect the device(s) you are accessing it from. It shall be your sole responsibility to ensure that your device is adequately protected against such threats. 
• These Terms and Conditions shall remain valid and enforced at all times during your use of our Platform and the Services. Without limiting the generality of the foregoing, these Terms and Conditions (as many be amended from time to time at Penny’s sole discretion) shall apply and shall continue to apply each and every time you visit our Platform, open an account with us or avail a Service through our Platform and/or otherwise access our Platform for any other reason.
• Our B2B Marketplace is intended for use only by the corporate bodies duly registered in Kingdom of Saudi Arabia (KSA) and/or United Arab Emirates (UAE). If you choose to use the Platform from locations outside KSA and/or UAE, you do so at your sole risk. For avoidance of doubt, the information, products or Services provided on our Platform is not intended for distribution to or use by any User, person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any compliance or registration requirement within such jurisdiction or country.
  

  We reserve the right to limit the availability of the Platform to any person, geographic area, or jurisdiction, at any time and in our sole discretion.

ABOUT OUR SERVICES.

• Penny is a digital Procurement Management Solution and a Marketplace.
  • The “Procurement Management Solution” B2B feature: this is a cloud-based procurement management solution which helps companies execute and manage their procurement activities including budgeting, manage invoices and manage suppliers.

  • The “Marketplace” B2B feature: this is a B2B marketplace offering variety of products that are available and offered by the Suppliers. Also, marketplace can be in form of a supplier directory inside our procurement management solution which provides a list of registered suppliers. Marketplace feature can be presented under the name of penny or customer’s white labelled platforms. This feature is only available in KSA at the present time and allows you to view, compare, and procure products directly from the principal Suppliers within KSA. 

• The features, functions and options available on your account varies depending on the type of package, account and subscription that you purchase and full details related to the same shall be confirmed on the Enrolment Application and/or the Additional Agreement .
• That is your responsibility to obtain access to internet and the equipment necessary for obtaining access to our Platform and Services.

CREATING AN ACCOUNT WITH US.

General:

• If you want to access our Platform as a Member, or a Supplier, you will be required to create an account with us. There will be different requirements for registering an account with us depending on the type of account that you desire. Such requirements will be advised to you upon creating your account. Among other things however, you will be asked to provide your email address, phone number and your company documents. Your registration may not be accepted if you do not provide us with the required information. The required information will be collected in form of an Enrolment Application and the specific conditions related to the type of account that you are signing up for shall be included in the same Enrolment Application and/or the Additional Agreement attached to the same. If you opt for a customized package such conditions shall be confirmed to you in writing in your Additional Agreement.
• In general, you are eligible to register and create an account if you meet the following eligibility criteria:
  • You are corporate body duly registered in your own country and you provide us with a current, active and valid company license and VAT certificate, if applicable;
  • You confirm and acknowledge that the individual person acting on behalf of your organization is authorized and has the full legal capacity to represent your organization and enter into this Terms and Conditions (and any additional legal documents) on behalf of your organization, as a legally binding contract.
• Upon the successful creation of an account with us, you will be given a profile on our Platform.
• You shall be responsible for ensuring the accuracy of the information you submit when creating an account with us. All information provided by you must be provided in good faith. Such information must be true and accurate in all material respects and not misleading as of the date such information is given. You should also revise this information regularly to check that the information we have for you is correct and current. You may delete or update the information that you have saved with your account at any time. Any amendments as such shall be applicable to new transactions and all transactions executed against you with previous information shall be valid and binding. We may request supporting documents and/or information to verify that the information you have provided to us is correct. We reserve the right to remove or suspend accounts that are not truthful or whereby the applicant and/or the registered accountholder is unable to provide the documents we require. We shall not be liable for any costs, expenses or liabilities incurred by you or your customers due to inaccurate information.
• All information and interactions you make through your account or through your use of our Platform and Services must be in line with the applicable rules and regulations, appropriate, factual, and remain professional at all times. You shall, at all times, and procure that your employees and representatives shall at all times, (i) comply with applicable laws, rules and regulations, (ii) must not infringe on any intellectual or proprietary rights of any third party, (iii) must not promote, contain, or display information that is inaccurate, none ethical, false or misleading in any way to us or the other Users whatsoever, including but not limited to, impersonating or purporting to impersonate any other person, (v) must not be against any Islamic cultural sensitivity, morals, values, ethics and traditions, and (vi) must not be offensive, illegal or inappropriate in any way.
• You are responsible for keeping your login information secret and secure at all times. You hereby agree not to permit any other person to use your username and password and not to disclose or provide any other person with your username, your password or any other information that may allow any other person to gain access to your account. You will remain responsible for all activity(s) that occurs through or associated with your account. For the avoidance of doubt, you may not use the account of anyone else or set-up more than one account for yourself (especially if your account has been suspended or deleted by us for any reason). We do not accept responsibility for any activity that occurs through your account.
• We reserve the right to reject or approve any request to create an account, to suspend your account and/or to delete your account at our sole discretion without any liability for the same.

Members:

• If you are a Member, you might be eligible for a super user-account with the capability of creating sub-accounts (each with separate username and password) allowing variety of access rights. The details related to your type of account, rights and limitations attached to the same (if applicable) is described in full in your Enrolment Application and/or the Additional Agreement attached to the same.

Suppliers

• All Suppliers must be able to provide and maintain throughout the entire time that they are a licensed manufacturer and/or Supplier in KSA. We reserve our right to request copies of such documents and updates as may be applicable at any time throughout your use of our Platform and Services. Buyers shall also have the right to request such information from the Supplier before availing a service. Notwithstanding the foregoing, we do not under any circumstances guarantee the accuracy, reliability, quality, availability or sustainability of any Suppliers or the services provided by them. All Users should exercise caution and common sense when interacting with each other and shall remain responsible for protecting themselves and their property at all times while using our Platform and the Services.
• Penny may work with payment service providers to facilitate different types of payment services into penny platform and marketplace. Penny may share supplier and transaction information including but not limited to order details, product images and invoice amount. Supplier herby authorize penny to share its information with payment providers. 
• Transactions are processed directly between supplier and customer. Penny does not act as supplier, biller, or a trader between the customer and the supplier. Therefore, invoice is issued directly by the supplier to the customer.
• Supplier herby authorize penny to issue invoices (Tax invoice, Advance invoice, Credit invoice) and payment receipt on his behalf for direct purchases and accepted orders.

If you are a Supplier, your profile will have information about you available to the other Users. For example, your profile may include the name of your business, the services that you specialize in, your products’ details and specifications. Such information may appear on various sections of our Platform as well as on various marketing tools of Penny including catalogues and any other form of marketing material that Penny may choose to produce at its own sole discretion.

Product Policy for the Marketplace.

• General Guidelines. The Supplier will not list, market, promote, offer for sale, or sell any Products through the Platform in violation of this Terms and Conditions. The Supplier shall comply with applicable laws, rules and regulations, legal requirements, generally accepted industry standards, packaging and product safety, product testing, labelling, and pricing rules and regulations. The Supplier only sell the Product on the Platform if the Supplier has a legal right to sell that Product.
• Prohibited listing. in our sole discretion, we may prohibit you or ask you to refrain from listing any Products or providing any Product Content. In addition, we may remove your listings in our sole discretion in response to notices of alleged copyright infringement, trademark misappropriation, or other intellectual property claims. If we request that you remove Products or Product Content from the Platform, you will make commercially reasonable efforts to remove the same within 24 hours of such request so that the Products and related Product Content no longer visible to the Users on the Platform.
• Product Content. The Supplier is required to provide certain product name and information and any related media, materials, links, images, and other content and technical specifications (together, the “Product Content”) to us for the purpose of uploading the same on the Platform on behalf of the Supplier. The Supplier represent and warrant that all Product Content provided are truthful and accurate. The Supplier hereby grant us and our affiliates, and our service providers and marketing partners, a non-exclusive, royalty-free, perpetual, sublicensable, irrevocable right and license (a) to publish, reproduce, display, distribute, transmit and otherwise use Supplier’s name, trademarks, service marks, and logos (“Supplier Marks”), and (b) to publish and perform, reproduce, distribute, transmit, display, modify, edit, translate to other languages, create derivative works of, and otherwise use and commercially exploit all Product Content (including without limitation advertising, marketing and promoting the Products, through the Platform, e-mail, social media or any other medium). We may permit third parties to share and post Product Content on their websites, applications, and social media outlets. For avoidance of doubt, we shall not be held liable for the use of the rights and licenses provided to us by the Supplier under this clause.
• Subject to the provisions of this clause 4, we may (with no obligation to do so) provide the Supplier with access to directly upload Product Content on the Marketplace. If such access is provided, the Supplier must always upload the Product Content in accordance with the system guidelines available on the Platform and at all the times in accordance with these Terms and Conditions and any additional terms which we may communicate to the Supplier in writing from time to time.

Supplier Code of Conduct

This policy requires that suppliers act fairly and honestly on penny marketplace to ensure a safe buying and selling experience. All supplier must:

• Commit to complete every transaction initiated through penny within penny’s platform. This including but not limited to transactions initiated through our RFQ/ Offer feature, customer’s call, or penny’s chatting system. For avoidance of doubt, completing a transaction through penny means payment is settled through penny available payment methods.
• Commit to do any subsequent transaction with the customer through penny. Transfer any subsequent transaction outside penny marketplace is considered a violation to penny supplier code of conduct.
• Provide accurate information to Penny and our customers at all times
• Act fairly and not misuse Penny’s features or services
• Not attempt to damage or abuse another Supplier, their listings, or ratings
• Not attempt to influence customers’ ratings, feedback, and reviews
• Not send unsolicited or inappropriate communications
• Not contact customers except through Buyer-Supplier Messaging
• Not attempt to circumvent the Penny sales process
• Not operate more than one selling account on Penny without a legitimate business need

Violating the Code of Conduct or any other Penny policies may result in actions against your account, such as cancellation of listings, suspension or forfeiture of payments, and removal of selling privileges. 

Communications

You may not send unsolicited or inappropriate messages. All communications to customers must be sent through Buyer-Seller Messaging and be necessary for fulfilling the order or providing customer services. Marketing communications are prohibited.

Customer Information

If you receive customer information such as addresses or phone numbers to fulfil orders, you may use that information only to fulfil orders and must delete it after the order has been processed. You may not use customer information to contact customers (except through Buyer-Seller Messaging) or share it with any third-party.

Penny shall consider every customer using our marketplace feature whether through our marketplace directory inside our B2B procurement management solution or marketplace public website as penny referred customer. Such transaction is subject to penny service fees unless otherwise clearly stated in separate agreement.

Buyer shall not attempt, request, or solicit to transfer any penny supplier to a regular vendor on our procurement solution.

Circumventing the Sales Process

You may not attempt to circumvent the penny sales process or divert penny customers to another website. This means that you may not provide links or messages that prompt users to visit any external website or complete a transaction elsewhere.

LIABILITY.

• To the maximum extent permitted by applicable laws, we will not accept any liability in any event to you or any third party for any loss of profits, loss of data, costs of procurement of substitute goods, or any indirect, consequential, exemplary, incidental, special or punitive damages arising from or in relation to these Terms and Conditions and/or your use, or inability to use, our Platform and/or the Services. Access to, and your use of our Platform or the Services, shall be strictly at your own risk. You agree to indemnify and hold us (our affiliates, officers, employees, and agents) harmless from any and all claims and demands (including reasonable costs and attorneys’ fees) arising out of (a) your use of our Platform, (b) your violation of these Terms and Conditions or any other terms or guidelines referred to herein (including third party or Supplier terms and conditions), or (c) your violation of applicable laws and regulations. We reserve our right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to fully cooperate with us with regards thereto and not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
• To the maximum extent permitted by law and notwithstanding anything herein to the contrary, our maximum liability arising from or in relation to these Terms and Conditions, your use of our Platform (for any cause whatsoever and in any form of action) and/or the Services, shall be limited to fifty USD ($50.00) or the value of the Service availed (whichever is higher) per claim. The existence of more than one claim will not enlarge this limit as it shall be in the aggregate. You agree that our Suppliers will have no liability of any kind arising from or relating to these Terms and Conditions.
• We will not be liable to you for any breach of these Terms and Conditions and/or costs and expenses occurred as the result of such breach if that is caused by any event beyond our reasonable control including but not limited to, acts of God, explosions, floods, tempests, fires or accidents; wars or threats of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, decrees or laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes; difficulties in obtaining materials, labor, fuel, parts or machinery; power failure or breakdown in machinery.
• Your interactions with other Users and/or third parties shall be solely between you and such other Users and/or third parties. We will not accept responsibility for any loss, damage, cost, expense or other liability having occurred as a result of any such interactions. If there is a dispute between you and any other User, we are under no obligation to become involved or defend the same. You hereby release and forever discharge us and our affiliates, officers, employees, agents, successors and assigns (as applicable) from and against each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind (including personal injuries, death, and property damage) that has arisen or arises directly or indirectly, in whole or in part, out of your use of our Platform (including any and all interactions with, or act or omission of, other Users and/or Third-Party Links & Ads).
• All Users agree that each transaction that takes place on the Marketplace shall be an agreement between that Buyer and that Supplier only. We make no representations, guarantees or warranties with regards to the quality of the services provided by the Suppliers, the terms and conditions surrounding the service, the accountability of a Buyer, nor that the Supplier’s services will be available at all or any times throughout your use of our Platform. Both the Buyers and the Suppliers are independent contractors and as such, we have no control over, nor do we accept any responsibility for them in any way whatsoever.
• These Terms and Conditions shall not affect your legal rights under any mandatory consumer protection laws, which cannot be excluded or limited by the applicable law.

SUBSCRIPTION FEES. PAYMENT. REFUND. CANCELATION

• Marketplace feature:
  • for purchasing any product that is offered on the Marketplace, the payment shall be made directly to the Supplier in accordance with that Supplier’s terms and conditions for payment. We would like to remind you that our Marketplace feature only provides a platform to connect Buyers and Suppliers. The Service will be provided pursuant to the Supplier’s terms and conditions, including but not limited to the Supplier’s refund policy, shipping policy, cancellation policy, payment terms, and terms of liability. The Marketplace feature will allow the Buyers to compare variety of products presented by the Suppliers and request for a fee quotation for such product. If the Buyer is willing to accept the fee quotation and/or likes to negotiate the terms of such quotation they will contact the Supply directly and offline to proceed with and complete the transaction.
  • Suppliers’ Subscription Fees: whether a Supplier account is subject to a subscription fee for using the Marketplace feature as a Supplier ( the “Supplier Subscription Fees” or “SSF”) will be decided on case by case basis and should the SSF be applicable the relevant figures will be communicated to you in due course.
  • Supplier herby authorize penny and payment service providers to deduct service fees from every transaction routed via penny platform. Service & payment fees and category descriptions are available under https://penny.co/service-fees.
  • Penny reserve the full right to revise and amend or modify the service and payment fees upon its sole discretion with 15 days prior notice to all suppliers. Continuing using penny services means your acceptance to modified fees.
  • Notice to be sent to suppliers registered email during the registration process.
  • It shall be the supplier sole responsibility to update contact email, address, and legal information.
• Procurement Management Solution feature:
  • Members’ Subscription Fees. The Member will pay Penny the relevant subscription fees set out in the Enrolment Application and/or the Additional Agreement for using the Procurement Management Solution features (the “Member Subscription Fees” or “MSF”) in accordance with the terms set out herein and in the Enrolment Application and/or the Additional Agreement.
  • If Member’s usage exceeds the service capacity set forth on its Enrolment Application and/or the Additional Agreement or otherwise requires the payment of additional fees, the Member will be billed for such usage in accordance with Penny’s then-current rates and the Member will pay the additional fees. Unless otherwise noted on an Enrolment Application and/or the Additional Agreement, all Member Subscription Fees are identified in US dollars and are payable in advance.
  • There are currently two (2) types of packages available to Members, the specifications of which can be found at https://penny.co/pricing/.
• Subscription Fees Payment. The Member and/or Supplier shall have the option to pay the MSF and/or SSF on a monthly or yearly basis or as otherwise that is specified expressly on the Enrolment Application and/or the Additional Agreement. Payments can be made through a bank transfer or a credit card that the Member and/or Supplier registers with its account (via a secure connection provided by one of our third-party payment providers). We reserve our right to delete any account which remains unused and unpaid. By providing credit card billing information to Penny, you authorize us to charge such credit card for SSF and/or MSF by the applicable date that payment for such SSF and/or MSF becomes due.
• You will receive an invoice for any SSF and/or MSF that is due and payable. Unless otherwise expressly stipulated in the Enrolment Application and/or the Additional Agreement, all the invoices issued by Penny are immediately due and payable. If you fail to pay the entire invoice amount within fifteen (15) calendar days of the invoice date, without limiting Penny’s other rights, Penny may suspend your access to the Platform and Services. If you believe you were invoiced incorrectly, please contact us immediately (no later than 7 days from the date of invoice).
• Subject to Clause 6.6 below, SSF and MSF payments are non-refundable however, you may cancel your subscription at any time upon providing a written 30 days’ notice to us. No additional SSF and/or MSF payments shall be invoiced and/or deducted from your credit card following completion of such notice period and your account shall be disabled and deleted on the date until which the SSF and/or MSF are paid in full.
• Refund Policy. If Penny fails to provide and/or removes any material functionality from the Platform that is included in your package as per the Enrolment Application and/or the Additional Agreement, you may request a refund, upon providing a thirty (30) days written notice to Penny indicating: (a) request for refund pursuant to this clause; (b) description of the missing and/or removed material functionality; and (c) Description of how it has affected your operations.

If Penny is unable to make available equivalent functionality on the Platform within 30 days of such request, then you are eligible to cancel your subscription and receive a refund of any prepaid and unused SSF and/or MSF. Notwithstanding the foregoing, this limited warranty shall be voided if any such modification or defect made or caused are beyond Penny’s control for instance are carried out by third parties (including the Suppliers) or have taken place in compliance with any amendments or requirements of the applicable laws governing the operation of Penny.  

• Late Payment. you may not withhold or setoff any amounts due. Penny reserves the right to suspend your access to the Platform and Services until all due amounts are paid in full. Any late payment will be increased by the costs of collection (if any) and will incur interest at the rate of two percent (2%) compounded monthly or the maximum legal rate (if less) per month or fraction thereof, plus all expenses of collection, until fully paid.

INTELLECTUAL PROPERTY.

• As between you and us, you acknowledge that any and all intellectual property rights, including copyrights, patents, trademarks and trade secrets (collectively “Intellectual Property”) in our Platform and its content are owned and shall be owned by us or our Suppliers (as applicable). Neither these Terms and Conditions (nor your access to or use of our Platform or the Services) shall transfer to you or any third party, any rights, title or interest in or to such Intellectual Property, except for the limited access rights expressly set forth in clause 1.3 above. We reserve all of our rights not granted in these Terms and Conditions and reserve the same for our third-party providers.

THIRD-PARTY LINKS & ADS; OTHER USERS.

• Our Platform may contain links to third-party websites and services and/or display advertisements for third parties (collectively “Third-Party Links & Ads”). We do not review, approve, monitor, endorse, warrant, or make any representations with respect to any Third-Party Links & Ads found on our Platform and hereby expressly disclaim any and all liability in relation thereto. Access to Third-Party Links & Ads have been provided for your convenience only. Your use of any Third-Party Links & Ads shall be at your own risk. When accessing any Third-Party Links & Ads, additional terms and conditions are likely to apply, including but not limited to, the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with or any access to any Third-Party Links & Ads.

DISCLAIMERS.

• Our Platform and all of the information hereon, is provided on a strictly “as is” basis. Except as expressly set out in this Terms and Conditions and to the extent permitted by applicable law,  we expressly disclaim any and all warranties and conditions of any kind, whether express, implied or statutory, including without limitation, warranties and conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy and non-infringement. We make no warranty that our platform or the Services will meet your requirements and/or expectations, will be available on an uninterrupted, timely, secure and error-free basis, or will be accurate, reliable, free of viruses or without other harmful code, complete or safe at all or any times. If applicable law requires any warranties with respect to our Platform and/or the Services to be given, all such warranties are limited in nature and duration to the minimum requirements imposed on us by law.    

TERM AND TERMINATION.

• Subject to this clause, these Terms and Conditions and the Legal Documents will remain in full force and effect for the entire time that you use the Platform or receive the Services. We may suspend or terminate your rights to use our Platform or the Services at any time for any reason at our sole discretion. Upon termination of your rights under these Terms and Conditions, any account you may have with us and any right to access our Platform and/or Services shall be terminated immediately. We shall not be liable in any way whatsoever for any termination of your rights under these Terms and Conditions. Even after your rights under these Terms and Conditions have been terminated, the following provisions of these Terms and Conditions will remain in effect and shall be fully enforceable against you under law: clauses 5, 7, 8, 9, 10, and 11.

GOVERNING LAW AND DISPUTE RESOLUTION.

• These Terms and Conditions shall be governed and construed in accordance with the laws of England for the time being in force.
• All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with these Terms and Conditions shall be amicably resolved between us within ninety (90) days from the date thereof. Failure to reach amicable settlement shall cause the dispute to be referred to and finally settled by the Saudi Centre for Commercial Arbitration.

GENERAL.

• Survival of Agreement. These Terms and Conditions will survive the termination of your account with us for a period of five (5) years from the date you last visited our Platform. 
• Electronic Communications. All communications between us and you will be in electronic form. For contractual purposes, you (i) consent to receive communications from us in an electronic form and (ii) you agree that all terms and conditions, agreements, notices, disclosures, and other forms of communication that we may provide you with, satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy. The foregoing does not affect any non-waivable rights.
• Entire Terms. These Terms and Conditions, together with our privacy policy and cookies policy, along with the terms presented to you upon filling the Enrolment Application in the Additional Agreement constitute the entire agreement between us and you regarding the use of our Platform and the Services and in case of any inconsistency among any of the said documents and unless any other document expressly states otherwise, the provisions of these Terms and Conditions shall prevail. Our failure to exercise or enforce any right or provision of these Terms and Conditions shall not operate as a waiver of such right or provision. The section titles in these Terms and Conditions are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. Any or all of the rights and limitations set forth in these Terms and Conditions may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of these Terms and Conditions. If any part or parts of these Terms and Conditions are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of these Terms and Conditions shall continue in full force and effect. These Terms and Conditions, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without our prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. We may freely assign these Terms and Conditions at our sole and absolute discretion. The terms and conditions set forth in these Terms and Conditions shall be binding upon assignees.
• A User having used the service of a Supplier may be able to leave positive feedback about the Supplier through the methods provided. Should you have a complaint or comment to make about a User, you can submit such complaint or comment to us in writing at the email address provided in these Terms and Conditions. We have no liability to the Users for the content or accuracy of any ratings or reviews. The recipient of such feedback will have no ownership interest in or license to use any rating or reviews posted on the Platform.
• Copyright/Trademark Information. Copyright ©2020 Penny. All rights reserved.  All trademarks, logos and service marks (“Marks”) displayed on our Platform and in relation thereto are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
• Contact. Should you wish to contact us, please feel free to do so at the following email address majid[at]penny.co

PRIVACY POLICY

This Privacy Policy (“Privacy Policy”) describes how Penny (“us”, “we” and “our”) collect, use and share Personal Data (as defined below) of you (“you”) as the User of our Platform and Services. Terms used in this Privacy Policy that are not defined herein, shall have the same meanings ascribed to them in our Terms and Conditions.

By using our Services and/or accessing our Platform, you are accepting the terms of this Privacy Policy and are consenting to our collection, use, disclosure, retention and protection of your Personal Data, but as described in more detail herein. We reserve the right to amend this Privacy Policy at any time without prior notice to you. While we may send you email notifications of such changes, it shall be your sole responsibility to review this Privacy Policy periodically and update yourself with any changes that might be made. By continuing to access our Platform and/or use the Services, you are accepting the terms of this Privacy Policy in full. Should you not agree to any of the terms in this Privacy Policy, you should stop accessing our Platform and/or using the Services immediately.

PERSONAL DATA THAT WE COLLECT.

We may automatically collect Personal Data about you and any devices you use for accessing our Platform (for any reason whatsoever) and the Services and correspond with us regarding the Platform and the Services.

“Personal Data” includes any data which may be used to identify or contact you, including but not limited to, your name, billing and postage address, telephone number, email address, date of birth, nationality, occupation, username and/or other data which may be necessary to create an account with us or use the Services. This may also include financial data (such as credit card/debit card or bank account details) when you pay for the Services via our Platform and additional data required by applicable laws to collect and process an order to authenticate or identify you or to verify the data that we have collected is correct. Personal Data shall not include aggregated data or data that, by itself, does not permit the identification of individual persons.

We will only gather Personal Data that is relevant for the purposes as described in this Privacy Policy and will not gather excessive or unnecessary information and/or Personal Data about you. 

We may also collect Personal Data about your interactions with our Platform, your advertising preferences and your communications with us. This is Personal Data we receive from the devices you use when you access our Platform, register to receive Services, provide us data on a web form, or when you otherwise correspond with us regarding the Services. The information sent to us includes but is not limited to the following: data about the pages you access, computer IP address, device ID or unique identifier, device type, geo-location information, computer and connection information, mobile network information, statistics on page views, traffic to and from the sites, referral URL, ad data, and standard web log data and other information.

Kindly note that we may retain a copy of your Personal Date for compliance reasons. This includes updated Personal Data and previous Personal Data for our records.

COOKIES.

We may use cookies, web beacons, unique identifiers and similar technologies to collect data about the pages that you view, the links that you click and other actions you may take on our Platform, within our advertising or e-mail content. For more information, please refer to our Cookie Policy. 

OUR USE OF YOUR PERSONAL DATA.

We may use the Personal Data we collect about you to provide you with continuity in Services, a personalized experience when you visit our Platform, to contact you about our Platform and Services, provide customer service, a personalized advertising and marketing experience, and detect, prevent, mitigate and investigate fraudulent or illegal activities.

We may therefore use and retain your Personal Data as follows:

• To give you access to the Services provided through our Platform, including the processing of orders, administering your account with us and handling any involvement with disputes;
• Operate, maintain, customize, measure and improve our Platform and Services;
• Verify and carry out financial transactions, including payments, refunds and fraud protection and prevention;
• Send you data including confirmations, invoices, technical notices, updates, security alerts, support and administrative messages;
• To identify users to our Platform;
• Provide information and services that you require;
• Carry out market research;
• To link or combine user data with other Personal Data;
• To provide you with location-based services (such as advertising, search results and other personalized content using your GPS).
• For customer service related matters including training our customer service agents and providing you with the best customer support.
• Subject to first obtaining your consent, we may contact you to provide you with further “Marketing Communications” about us, our Platform, products, sales promotions, newsletters and/or information relating to other companies in our group or our Suppliers and Services. If you prefer not to receive any Marketing Communications from us, you can opt-out at any time.

THIRD-PARTY PERSONAL DATA.

If you give us Personal Data about someone else, you must do so only with their explicit and prior consent. You must inform them how we collect, use, disclose and retain their personal data according to this Privacy Policy.

LINKS TO OTHER WEBSITES.

Our Platform may from time to time contain links to and from other websites. This includes websites owned or controlled by independent parties not controlled or authorized by us. If you follow a link to any of these websites please note that these websites have their own privacy policy, data collection practices and security measures and we do not accept any responsibility or liability for these policies. Please ensure you check these policies before submitting any personal data.

SHARING OF PERSONAL DATA.

We may disclose your Personal Data to third parties. This disclosure may be required for us to deliver the Services  and to provide you access to our Platform and, to comply with our legal obligations, to enforce our Terms and Conditions, to facilitate our marketing and advertising activities, or to prevent, detect, mitigate and investigate fraudulent or illegal activities related to our Platform. We minimize the amount of Personal Data we disclose to what is directly relevant and necessary to accomplish the specified purpose. We do not disclose your Personal Data to third parties for their marketing and advertising purposes without your explicit consent.

We may disclose your Personal Data for the following purposes:

• To assist us with the prevention, detection, mitigation and investigation of potentially illegal acts, violations of our Terms and Conditions, fraud and/or security breaches, bill collection.
• Your Personal Data may be transferred to our Suppliers and third party service providers who help us to provide the Services through our Platform, payment processing services, and those assisting us in providing customized advertising or persons acting as our agents (these may be located in a country outside of your country of origin). We will require that any such service providers agree to keep your Personal Data secure and confidential, use it only for the purposes for which your Personal Data is transferred and use it only in accordance with our directions subject always to the provisions of this Privacy Policy.
• We may share Personal Data when we do a business deal, or negotiate a business deal, involving the sale or transfer of all or a part of our business or assets. These deals can include any merger, financing, acquisition, or bankruptcy transaction or proceeding.
• We may share Personal Data for legal, protection, and safety purposes.
• To protect the safety, rights and property of Penny, our agents, customers, users and others. This includes enforcing our agreements, policies, and Terms and Conditions and further to comply with our legal requirements and respond to claims that a use of our Platform, a listing or other content violates the rights of others.
• To respond to lawful requests and legal processes.
• To respond to law enforcement or governmental agencies, or authorized third-parties, in response to a verified request relating to a criminal investigation or alleged or suspected illegal activity or any other activity that may expose us, you, or any of our users to legal liability. We will only disclose data we deem relevant to the investigation or inquiry.
• To credit agencies or bureaus as authorized by applicable laws (e.g. data on late or missed payments or other defaults on your account that may be reflected in your credit report or file).
• We may share data in an emergency. This includes protecting the safety of our employees and agents, our customers, or any person.
• We may share data with those who need it to do work for us.

UPDATED DATA.

We take steps to ensure that the Personal Data we collect from you is accurate and up to date, and that you have the ability to access and make corrections to it which includes reviewing and updating your Personal Data upon request and honoring any statutory right you might have to access, modify or erase your Personal Data.  You have a responsibility to keep the data that you provide to us updated and we will take reasonable steps to facilitate this. Where you have a statutory right to request access or request the modification or erasure of your Personal Data, we can still withhold that access or decline to modify or erase your Personal Data in some cases in accordance with applicable laws, but will give you reasons if we do so. Examples of Personal Data you can access on out Platform include:

• Up-to-date information regarding recent orders;
• Personally, identifiable information (including name, e-mail, password, communications and personalized advertising preferences);
• Payment settings (including credit card information); and
• E-mail notification settings.

DATA CHOICES.

Our marketing emails tell you how to “opt-out.” If you opt out, we may still send you non-marketing emails. Non-marketing emails include emails about the services we are providing you and our business dealings with you. For “opting-out” of marketing via our mobile application, you will need to adjust your notifications settings in the general section of your mobile phone.

You may send requests about Personal Data to our email address provided below. You can request to change contact choices, opt-out of our sharing with others, and update your Personal Data.

You can typically remove and reject cookies from our Platform with your browser settings. Many browsers are set to accept cookies until you change your settings. If you remove or reject our cookies, it could affect how our Platform works for you and you may not be able to access or use certain areas of our Platform or receive full functionality.

You may sign-up to receive email or newsletter from us. If you would like to discontinue receiving this data, you may update your email preferences by replying to the email or clicking the “unsubscribe” link found in emails we send to you.

Note that if you choose to ‘opt-out’, withhold, block or request that we delete your personal data, you may not be able to receive the benefit of our products or Services.

WHERE WE STORE YOUR DATA.

The data that we collect from you may be transferred to and stored at a destination outside Kingdom of Saudi Arabia (KSA). It may also be processed by staff operating outside KSA working for us. Such staff may be engaged in, among other things, the fulfilment of your order, operation of your account with us, the processing of your payment details and the provision of support services. By submitting your Personal Data, you agree to this transfer, storing and processing. We will take all steps reasonably necessary to ensure that your data is treated securely, in accordance with your rights and in accordance with this Privacy Policy. However, the transmission of information via the internet is not always completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of your data transmitted to our Platform – any transmission is at your own risk.

SECURITY.

We maintain commercially reasonable safeguards to ensure your Personal Data is protected and used in accordance with this Privacy Policy. Only those authorized individuals who have a need to know your Personal Data shall have access to such information.

In addition, however, it is also important for you to implement sufficient safeguards to protect yourself from any unauthorized access to your login details and the device you are accessing our Platform from.

We take precautions to protect your Personal Data but unfortunately, the transmission of any information over the internet is not completely secure. Although we will do our best to protect your Information, we cannot guarantee the security of your information transmitted to our Platform and any transmission is at your own risk. We have or may however, implement policies that forbid our employees or anyone having access to your Personal Data from using or disclosing your Personal Data in an inappropriate or unlawful manner and maintain security measures to safeguard the personal data that it maintains from unauthorized access, misuse, alteration, loss or destruction. We shall not collect, use, disclose or transfer your Personal Data except as described in this Privacy Policy unless you give us your permission to collect, use, disclose or transfer it for other purposes.

CREDIT CHECK AND FRAUD PREVENTION.

We may use fraud prevention agencies to help us make decisions as to whether to accept an order for product/Services on our Platform. If you would like more information on this, please contact us. Kindly note however, that if we detect any false or inaccurate information and/or identify or suspect fraud in any way whatsoever, details may be passed to such fraud protection agencies and we reserve our right not to process such orders and suspend or terminate your account. 

CONTACT DATA.

We welcome your comments or questions about this Privacy Policy.

Should you have any concerns about our Privacy Policy, you can contact us at majid[at]penny.co with a description of your concern and we will try to resolve it.

COOKIE POLICY

Our Platform uses Cookies that are small data files placed on your computer, tablet, mobile phone, or any other device you use to access our Platform (referred to collectively as your “Device“) that allow us to record certain pieces of information about you whenever you visit or interact with our Platform and/or use our Services. Capitalized terms not defined in this Cookie Policy are defined in the Terms and Conditions. 

This Cookie Policy may change from time to time without prior or further notice to you. By disabling any such Cookies, you may not be able to fully access our Platform. Details have been provided below.

WHAT ARE COOKIES?

“Cookies” are small text files (typically made up of letters and numbers) placed in the memory of your browser or Device when you visit our Platform. Cookies allow a website to recognize a particular Device or browser. They may also include web beacons, which are small graphic images (also known as “pixel tags” or “clear GIFs”) that may be included on our Platforms or with the provision of our Services to identify our users and their behaviors and similar technologies that store information in your browser or Device utilizing local shared objects or local storage, such as flash cookies, HTML 5 cookies, and other web application software methods.

THE TYPES OF COOKIES THAT WE USE.

We do not use Cookies to store Personal Data. Therefore, our Cookies cannot be traced back to any individual user. Once a Cookie is activated, it is given an ID number. Such ID number is solely used for internal reference purposes and to provide you with tailored advertisements and/or notification of offers that may be suited to your unique preferences. Our goal is thereby to provide you with a tailored experience which is best suited to your specific shopping preferences.

Cookies from specific business partners may be permitted for advertising purposes. These Cookies may be stored on your Device when you visit our Site. As with our Cookies, these third-party Cookies will not collect and/or store Personal Data. This will be done completely anonymously by randomly assigned user ID numbers. Therefore, this data will never be pooled with any Personal Data you may have shared with us. Third party Cookies have the sole purpose of allowing our business partners to advertise products that may be of interest to you.

WHEN ARE COOKIES USED?

When you visit or interact with our Platform, we or our authorized third-party service providers may use Cookies to collect and store information about you, to help provide you with a better, faster, and safer experience and for advertising and marketing purposes.

Our Cookies have different functions. They are either necessary for the functioning of our Platform, ability to deliver our Services, to help us improve our performance, give you extra functionalities, or offer you relevant and targeted advertisements and marketing material. The Cookies that we use either remain on your Device only for as long as your browser is active (which expire at the end of your browser session and allow us to observe your actions during that particular browser session only) or for a longer period of time (in between browser sessions, allowing us to remember your preferences or actions across multiple websites). You are free to block, delete, or disable these technologies if the Device you use to access our Platform will allow this. You can manage your cookies and your cookie preferences in your browser or Device settings.

Wherever possible, we have security measures in place to prevent unauthorized access to our Cookies. A unique identifier ensures that only we and/or our authorized third party service providers have access to the data transmitted from such technologies. For the avoidance of doubt, third party service providers are companies that help us with various aspects of our business, such as our Platform operations, advertisements and other tools. We use some authorized third party service providers to help us to serve you relevant advertisements and/or marketing material on our Platforms. These service providers may also place Cookies on your Device.

DISABLING COOKIES

It is not necessary to accept Cookies in relation to our Platform, however, you will need to set your browser to accept Cookies.

Cookies can be disabled or removed by tools that are available in the browsers of most Devices. You will need to set your preferences for each browser that you use separately. Different browsers will offer different options and settings for functionality.

We may offer certain features for our Platform that are only available through the use of these technologies. You are always free to block, delete, or disable Cookies if your browser or Device will allow you to however, if you decide to block, delete or disable our Cookies you may not be able to take advantage of certain site features. You may also be required to re-enter your account information more frequently during your browsing session. For more information on how you can block, delete, or disable these technologies, please review your browser or device settings.

PROTECTION OF INFORMATION

Generally, the use of Cookies allows us to store relevant information in your browser or Device and later read that information in order to identify you to our servers and internal systems. Where applicable, we will protect our Cookies to help ensure that only we and our authorized third party service providers can interpret them by assigning them a unique identifier that is designed for interpretation by us and our authorized third party providers only.

We do not store any of your personal data on any of our Cookies. Any personal data that we collect and store through our use of these technologies is collected in accordance with our Privacy Policy.

WHY DO WE NEED COOKIES?

We may use Cookies that are necessary for the operation of our Platforms. This includes technologies that allow you access to our Platform that are required to identify irregular site behavior, prevent fraudulent activity, improve security, or encourage functionality for example with shopping carts, saved searches, or other similar functions.

We may use Cookies to assess the performance of our Platform including as part of our analytic practices, to help us understand how our visitors use our Platform, determine whether you have viewed any services or accessed a link, or to improve our Platform content, services, or tools.

We may use Cookies that allow us to offer you enhanced functionality when accessing or using our Platform. This may include identifying you when you sign into your account or keeping track of your specified preferences, interests, or past items viewed so that we may enhance the presentation of content on our Platform.

We may use first-party or third-party Cookies to deliver content, including ads relevant to your interests, on our Platform and/or on third party websites. This includes using technologies to understand the usefulness to you of the advertisements and content that has been delivered to you, such as whether you have clicked on an advertisement or not.

Opting out of our first-party advertising-related Cookies, or out of third-party advertising-related Cookies, does not necessarily mean that you will not see any advertising, only that this advertising will not be targeted to you through the use of first-party or third-party Cookies. If you would like to opt-out of all other types of technologies we employ on our Platform, you may do so by blocking, deleting, or disabling them as your browser or Device permits.

RE-TARGETING

Our Platform may use re-targeting, which may make our online offering more interesting for you. Re-targeting is a means whereby we can advertise recently viewed items and/or related products to you and will give us information about recently viewed and/or related products on any business partner’s website. We do this by analyzing user behavior from data collected by our Cookies. The information collected is anonymous, and no Personal Data will be stored.

QUESTIONS AND COMMENTS

Should you have any questions or comments regarding the Cookies that we use, please do not hesitate to contact us on majid[at]penny.co