Article 1: Terms and Definitions

1.1. Platform: is an online platform along with its electronic interfaces, owned by Myginny which shall provide receiving, supporting Retailer’s data related to the sales, purchases, Inventory cycle, Inventory expiry management and accounting on periodic basis and connecting the Retailer with the Suppliers, Payment Aggregators and Facilitators, Fleet Partners and Customers.

1.2. Myginny: MYGINNY INFOTECH a Limited Liability Company, Commercial register number 196874 and its address is at First Floor above Ground in Building no.14, Plot 14/1164 El Walid Ben Thanian El Saoud Sheraton El Nozha, Cairo or any other affiliated or sister company (hereinafter referred to as "Myginny").

1.3. Retailer: The juristic person, the partnership or any other entity that is operating a retail store is licensed to perform commercial affairs in accordance with the provisions of the laws and regulations in Egypt.

1.4. Service: availing a platform to assist the Retailer with supporting Retailer’s data related to the sales, purchases, Inventory cycle, Inventory expiry management and accounting on periodic basis, and providing maintenance support, and updates of the Platform and proper training for the Retailers to use the Platform and connecting the Retailer with the Suppliers, Payment Aggregators or Facilitators, Fleet Partners and Customers and collection of the Retailers receivables.

1.5. Service Fee: The fee agreed upon to perform the services provided by Myginny to the Retailer, including Value Added Tax and all applicable taxes.

1.6. Bank Account: An account created and managed by Myginny at a bank licensed by the Central Bank of Egypt, through which the Service Fee is settled from Retailers to the benefit of Myginny by any means licensed by the Central bank of Egypt.

1.7. Supplier: Any Supplier having a valid agreement with Myginny who shall provide its products and services to the Retailers having a valid agreement with Myginny through the Platform.

1.8. Fleet Partner: Any entity licensed by the Land Transport Regulatory Authority (“LTRA”) to provide delivery services of goods in compliance with all the provisions of the Law and safety regulations which has a contract with Myginny to provide delivery services of goods.

1.9. Payment Aggregators or Facilitators: Any entity having its license from the Central Bank of Egypt and which has a contract with a locally licensed bank in Egypt to provide payment aggregators or facilitators services in Egypt.

1.10. Customers: All the Customers using the Platform for Customers and benefiting from the Retailer’s services and products displayed on the Platform.

Article 2: Contractual Framework & Termination

2.1 This Agreement shall include the basic terms and conditions regulating the relationship between Myginny and the Retailer with respect to the provision of the Service.

2.2 Myginny reserves the right to amend the Terms and Conditions published on the Platform at its sole discretion, provided that the Retailer shall be electronically notified (via email) or through the Platform within 30 days from the date of publication of the amendment. The Retailer is entitled to terminate this Agreement after serving a prior notice to Myginny of its desire to terminate the Agreement (30) days prior to termination, without the need for a court ruling.

2.3 The Retailer is entitled to terminate the contract immediately with Myginny if there are serious reasons (according to the customary and common business practices) including but not limited to:

• Critical defaults that could lead to immediate termination of the Service
• Unauthorized access, or duplication of the application
• Deliberate attempt to corrupt the application by mala fide intentions

Article 3: The Scope of the Agreement and Nature of Relationship

3.1 This Agreement shall govern the relationship between Myginny and the Retailer with respect to availing receiving, supporting Retailer’s data related to the sales, purchases, Inventory cycle, Inventory expiry management and accounting on a periodic basis, and providing maintenance support, and updates of the Platform and proper training for the Retailers to use the Platform and connecting the Retailer with the Suppliers, Payment Aggregators or Facilitators, Fleet Partners and Customers. This Agreement shall not, in itself, be deemed as a partnership agreement, agency or consulting agreement between the Parties.

3.2 The Retailer agrees and acknowledges that Myginny does not provide any service of supply, sale or purchase of goods, delivery services, or payment services. However, Myginny connects the Retailer electronically with warehouses, the Suppliers, Fleet Partners, Payment Aggregators or Facilitators contracting with Myginny to enable the Retailers to operate their business swiftly. The role of Myginny is limited to connecting each party to the other party, providing the relevant Platform services and obtaining its Service Fee prescribed under this Agreement.

Article 4: Registering and Onboarding the Retailer on the Platform

4.1 For the purpose of registering the Retailer on the Platform, each Retailer should submit a registration request and must be an establishment registered in accordance with the laws/regulations applicable in the Arab Republic of Egypt, and should upload electronically the required documents and data for the completion of the registration request on the Platform.

4.2 After finishing the registration request and uploading all the data and documents on the platform electronically, Myginny shall contact the Retailer to set a date for the inspection of the Retailer’s goods and warehouses and registering of the Retailer’s Products and inventory on the Platform electronically and for training the Retailer’s employees regarding the usage of the platform.

4.3 The main user shall have the authorization to manage the Retailer’s account and is entitled to create additional users. Therefore, the Retailer shall be responsible for protecting the data of the main user and the additional users. Each action carried out on the Platform by using the main or additional login data is deemed acceptable by the Retailer and shall follow all guidelines of data protection, safety, SOPs (standard operating procedures) as prescribed by Myginny.

4.4 Using the services of Myginny may require using the services of other entities such as internet, hosting, data hosting, electronic payment service providers. Those services are subject to the terms and conditions of those service providers. Myginny does not indemnify against any damage resulting from the performance or non-availability of third-party services when needed.

Article 6: Myginny’s obligations towards The Retailer

6.1 The Retailer shall, upon being registered on the Platform, enjoy the following Services of the Platform available to the Retailer:

• Access to his sales, purchase, inventory data on the platform
• View the expiry of products where such details are entered on the platform
• Issuance of purchase order using the platform
• Avail the myginny choice of wholesaler service to place the periodic Purchase order

In all cases, the provided Service shall not violate public order or morals, the society values or the laws and regulations in force in the Arab Republic of Egypt.

6.2 Myginny shall provide to the Retailer support and data on sales, purchases, Inventory cycle, Inventory expiry management and transactions periodically each Month through the Platform against a service fee to be agreed upon between Myginny and the Retailer.

6.3 Myginny shall send its representatives to the Retailer in order to provide the Retailer and its employees with training on the use of the Platform.

6.4 Myginny shall maintain the Platform and provide upgrades and support during the validity period of this agreement.

6.5 Myginny shall comply with all legal, statutory requirements for activities under this Agreement as applicable under Egyptian Laws.

Article 7: The Retailer’s obligations towards Myginny

7.1 The Retailer shall not delay the payment of the dues payable by it as the service fee to Myginny and service providers for non-serious reasons or clearly unjustified objections. The Retailer shall also be responsible for payment of Myginny’s due amounts or Service providers. In case unjustified procrastination is proven, Myginny may cancel the Retailers’ registration, suspend its account or suspend its right to create a new service request on the Platform, without any liability on Myginny. Myginny reserves the right to take the legal action that it deems appropriate to receive its dues.

7.2 The Retailer undertakes to follow all guidelines of data protection, safety, SOPs (standard operating procedures) as prescribed by Myginny. The Retailer also undertakes to protect the Customer’s privacy and the confidentiality of their information and not to share it with any third parties, except within the limits required by the nature of the contracted duty or with their prior written consent.

7.3 The Retailer undertakes that it grants Myginny the right to use, retain, publish, share the data collected (except for Personal Data) from Retailer with others as per the discretion of Myginny free of charge or for a paid arrangement with Myginny’s clients as per Myginny’s discretion.

7.4 The Retailer acknowledges that Myginny has the right to use digital payment gateways and payment aggregators or facilitators for the sale of the Retailer’s inventory on the “Platform” and Myginny to provide collection services for the benefit of the Retailer. The Retailer agrees to periodic reimbursement of the amounts collected by Myginny to the Retailer after deduction of agreed-upon Service Fee.

7.5 The Retailer acknowledges that Myginny has the right to use Fleet Partners available on the Platform for delivery of the Retailer’s inventory products on the “application” to the Customers as per the terms and conditions defined by Myginny. The Retailer agrees that such delivery Service Fee will be added to the invoice value of the Retailer and collected by the Fleet Partner and retained by Myginny after deduction of agreed-upon Service Fee.

For obtaining this Service, the Retailer is obligated to supply the confirmed customers’ orders received on the platform. In case of noncompliance by the Retailer, it is agreed between the Parties that the Retailer shall pay Myginny a contractual penalty in the amount of (*) for each incidence of breach separately. Furthermore, in case of recidivism Myginny shall have the right to either immediately suspend the Retailer’s account or terminate the T&Cs without the need for notification or obtaining a court order.

7.7 The Retailer acknowledges that Myginny has the right to give the option of “cash on delivery” on the “application” for the sales of the Retailer. The Service Fee, if any, for such delivery will be added to the invoice of the Retailer and collected by Myginny and retained by them as per the Annex 1 of this Agreement.

7.8 Retailer agrees that Myginny has the right to run promotional activities on the Platform through licensed companies for providing marketing (digital / conventional), SMS, e-mail, social media messaging. Myginny has all rights to use the data (except for Personal Data) collected on the Platform from Retailer to be used for such promotional campaigns. Myginny also has the right to charge the proportionate cost of such promotions to the Retailer based on prior agreement with the Retailer. The Retailer agrees that such promotional Service Fee will be added to the invoice value of the Retailer and collected by the Promotion companies and retained by Myginny after deduction of agreed-upon Service Fee.

Article 8: Costs and Service Fee

8.1 Myginny shall receive from the Retailer the Service Fee determined through the Platform upon the creation of the service request. The Service Fee of Myginny and service providers shall be paid via tax invoices including Value Added Tax. The Service Fee shall be as mentioned in Annex A.

8.2 Myginny confirms that there are no other Service Fees to be paid by the Retailer other than the Service Fee mentioned in this Agreement.

8.3 The Retailer shall bear the Value Added Tax in accordance with the laws and regulations in force in this regard in the Arab Republic of Egypt. The Service Fee shall be paid in return for the performance of the Service in Myginny’s bank account, the details of which are as follows (*). Myginny is entitled to deduct its Service Fee from the amounts deposited in its bank account by the Retailer without the need for the Retailer’s approval.

Article 9: Intellectual Property

9.1 All the intellectual property rights relating to the Platform shall be solely owned by Myginny, such as designs, logos, trademarks, drawings, interfaces, software codes, source codes, workflow, templates, content, collected information and data, legal documents and all the technical technological and linguistic elements of the Platform.

9.2 This Agreement shall not grant the Retailer any rights to use the intellectual property rights of Myginny except within the limits of its use of the Platform. The Retailer shall not, without prior written consent of Myginny, copy, imitate or reproduce the Platform’s content, or copy it to any paper or electronic media, or amend or use any part of the intellectual property elements protected under these Terms and Conditions for any purpose other than what is stated herein.

9.3 Any proposals submitted by the Retailer to develop the Platform are deemed the property of Myginny. The Retailer is not entitled to claim any damages, dues or intellectual property rights relating to the outputs of those proposals.

9.4 The Retailer reserves all its intellectual property rights such as trademarks and others. Myginny shall not, without the prior written approval of the Retailer, use the Retailer’s logo or its intellectual property except within the limits necessary for providing the service thereto.

Article 10: Confidentiality of Information

10.1 The information received by the Retailer due to its use of the Platform shall be confidential, including information on Myginny, the service providers, their data, experience, and appraisals. It shall not disclose or share this information with any third parties unless with a written approval of Myginny.

Article 11: Approvals and Notices

11.1 The Parties agree to serve any notices relating to this Agreement via email. The electronic notice is deemed received by the recipient and effective as of the date of sending it, regardless of the date of its receipt, unless it is proven that a technical defect has led to delayed delivery.

Article 12: The Applicable Law and Settlement of Disputes

The relationship between the Parties, resulting from this Agreement and the disputes that may arise therefrom shall be governed by the laws applicable in the Arab Republic of Egypt. In case there is a dispute between the Parties over this Agreement, its interpretation, execution, or termination Myginny shall exert its best efforts to settle it amicably. In case no amicable settlement is reached within (30) days, either Party may refer the matter to arbitration under the Rules of the Cairo Regional Centre for International Commercial Arbitration (CRCICA). The number of arbitrators shall be one. The arbitration shall be conducted in the English language in the city of Cairo. The arbitration award shall be final and binding upon the Parties.

Article 13 Language of the Agreement

This Agreement was concluded in Arabic and English languages, and in case of discrepancy between both languages, the Arabic language shall prevail. The Parties also declare that they have read, understood and agreed on the Terms and Conditions of this Agreement as stated herein.

ANNEX – A

Annex A Myginny’s Service Fee and the Service Providers Service Fee

The Retailer shall pay Myginny a Monthly Service Fees of EGP 100 (Egyptian Pounds One Hundred only inclusive of vat) for usage of the My Ginny platform.