Merchant Agreement — Wateer Platform
1. Introduction
The Wateer platform is Masarat Wateer for Information Technology Company (LLC), registered in the Kingdom of Saudi Arabia under Commercial Registration No. 1010795924, with its head office in Riyadh.
This Agreement governs the relationship between Wateer and a merchant subscribed to its services. It is distinct from the Terms of Use addressed to end customers, and none of its provisions apply to an end customer.
This Agreement, together with the Privacy Policy and any annex or plan the merchant subscribes to, constitutes the entire agreement between the parties. It takes effect as soon as the merchant subscribes to or uses the service.
2. Definitions
Wateer / the Platform / we: Masarat Wateer for Information Technology Company, in every form through which it delivers the service — website, application, or APIs.
Merchant / you: the commercial establishment subscribed to the Platform's services in order to issue digital invoices and receipts to its customers.
End customer: the natural person who receives a digital invoice or receipt from the merchant through the Platform.
Digital invoice: an electronic financial document evidencing a sale and purchase.
The Service: issuing, delivering, and managing digital invoices and receipts, together with the associated dashboards, reports, and integration interfaces.
Plan: the bundle of services, service levels, and fees selected by the merchant.
The Laws: the laws and regulations in force in the Kingdom of Saudi Arabia.
PDPL: the Personal Data Protection Law issued by Royal Decree M/148 dated 05/09/1444 AH and its Implementing Regulation.
Customer personal data: the personal data of end customers processed by Wateer on the merchant's behalf under this Agreement.
3. Scope of the Service
3.1 Wateer's service is limited to the electronic link between the merchant and its customer, enabling the merchant to issue and deliver digital invoices and receipts.
3.2 Wateer is not a party to the sale contract between the merchant and the end customer, nor to the products or services invoiced, nor to the collection of their price.
3.3 Wateer does not provide tax or legal advice. Responsibility for the correctness of invoice content rests with the merchant.
4. Subscription
4.1 Use of the Service requires a subscription to one of the available plans.
4.2 Wateer may request the statutory documents needed to verify the merchant's eligibility, including the commercial registration and the VAT certificate.
4.3 Wateer may refuse a registration request or terminate an existing account where the conditions of this Agreement are not met or the Laws are breached, provided the merchant is notified of the reason in writing and refunded for the unused term.
4.4 The account name must match the merchant's official records. Registration under false, misleading, or third-party names is prohibited.
5. Fees and payment
5.1 Fees are calculated in Saudi Riyals and are subject to VAT in accordance with the Laws.
5.2 Fees are payable on issue of the invoice, through the payment methods approved on the Platform.
5.3 On late payment, Wateer will notify the merchant in writing and allow fifteen (15) days to settle the amount due. If the period expires without payment, Wateer may suspend the Service until payment is made.
5.4 If the merchant cancels its subscription before the end of its term, the cancellation fees stated in the description of the plan in force at the time of subscription apply. No cancellation fee not stated in that plan may be charged.
5.5 Wateer may amend fees on written notice given at least thirty (30) days before the end of the current subscription term. The amendment applies to the following term only, and the merchant may decline to renew without cancellation fees.
6. Term, renewal, and termination
6.1 This Agreement runs for the subscription term and renews automatically for an equal period unless either party notifies the other of its wish not to renew at least thirty (30) days before the end of the term.
6.2 Either party may terminate this Agreement on thirty (30) days' written notice.
6.3 Wateer may terminate immediately where the merchant materially breaches the Laws or this Agreement, stating the reason for termination.
6.4 On termination for any reason, Wateer will allow the merchant to export its data and invoices within thirty (30) days of the termination date, after which they are deleted or destroyed in accordance with the retention periods in the Privacy Policy, subject to mandatory statutory retention.
7. Merchant obligations
7.1 To use the Service in a lawful activity and to comply with the Laws, including the E-Commerce Law, consumer protection, e-invoicing, and data protection.
7.2 To ensure all data and documents provided to Wateer are accurate, correct, and up to date.
7.3 To keep credentials and integration keys confidential, and to bear responsibility for everything done through its account.
7.4 To ensure the content of invoices issued through the Platform is correct and meets tax requirements.
7.5 Not to send its customers' personal data to the Platform without a valid legal basis.
7.6 To handle its customers' complaints regarding products, services, and returns.
8. Wateer's obligations and service level
8.1 Wateer will endeavour to make the Service available at a monthly uptime of no less than 99.5%, excluding scheduled maintenance notified in advance and events of force majeure.
8.2 Wateer will notify the merchant of scheduled maintenance at least forty-eight (48) hours in advance.
8.3 Where availability falls below that threshold in a calendar month, the merchant is entitled to a credit against the following month's fees proportionate to the duration of the outage, on a request submitted within thirty (30) days.
8.4 Wateer will apply appropriate technical and organisational measures to protect the merchant's data and its customers' data.
9. E-invoicing and tax compliance
9.1 Wateer is a technical solution provider. The merchant is the taxpayer of record before the Zakat, Tax and Customs Authority.
9.2 Wateer undertakes that the technical solution complies with the e-invoicing requirements in force.
9.3 The merchant is responsible for the accuracy of the tax data it enters and for retaining its records in accordance with the Laws.
10. Data protection and processing
10.1 Legal roles. For the personal data of end customers sent from the merchant's systems: the merchant is the controller and Wateer is a processor acting on its documented instructions. For a customer who registers an account directly with Wateer, Wateer is the controller of that direct relationship.
10.2 Limits of processing. Wateer processes customer personal data only to deliver the Service and for the purposes agreed in this Agreement, and only as the Laws permit.
10.3 Confidentiality. Everyone at Wateer with access to this data is bound by a confidentiality obligation.
10.4 Sub-processors. The merchant authorises Wateer to engage sub-processors to deliver the Service, provided Wateer binds them to the same obligations, publishes an up-to-date list, and notifies the merchant thirty (30) days before adding a new sub-processor. The merchant may object with reasons within that period, and may then terminate this Agreement without cancellation fees.
10.5 Data subject rights. Wateer will provide the merchant with the tools needed to respond to data subject requests and will assist it in responding within the statutory periods.
10.6 Breach notification. Wateer will notify the merchant without undue delay, and in any event within seventy-two (72) hours of becoming aware of any breach affecting its customers' data, with the information the merchant needs to meet its own statutory obligations.
10.7 Transfers. Personal data is not transferred outside the Kingdom except in the cases permitted by the PDPL and its Implementing Regulation.
10.8 Destruction on termination. On termination, Wateer will destroy the customer personal data or return it to the merchant at the merchant's election, save for what must be retained by law.
11. Confidentiality
11.1 Each party undertakes to keep confidential the commercial and technical information it learns from the other, and not to disclose it to third parties.
11.2 This obligation continues for five (5) years from the end of this Agreement.
11.3 It does not extend to information already public, or to disclosure compelled by a lawful order, provided the other party is notified where the law permits.
12. Intellectual property
12.1 The Platform, its trade marks, interfaces, software, and content are owned by Wateer and protected under intellectual property and trade mark law. Under this Agreement the merchant acquires only a limited, non-exclusive, non-transferable right of use for the subscription term.
12.2 Wateer respects the merchant's intellectual property in its brand and content, and uses them only as far as delivering the Service requires.
12.3 Wateer may name the merchant and display its logo in its customer list, unless the merchant objects in writing.
13. Liability and its limits
13.1 Neither party is liable for indirect or consequential damages, loss of profit, or loss of opportunity.
13.2 Liability cap. Wateer's aggregate liability to the merchant for all claims arising under this Agreement shall not exceed the total fees actually paid by the merchant during the twelve (12) months preceding the event giving rise to the claim.
13.3 Exceptions. Neither the exclusion nor the cap above applies to fraud, gross negligence, breach of confidentiality obligations, breach of data protection obligations, or any liability that may not be limited by law.
13.4 Wateer bears no liability for the products or services the merchant supplies to its customers, or for claims arising from them.
14. Indemnity
The merchant shall indemnify Wateer against direct damages, claims, and fines suffered as a result of the merchant's breach of the Laws or of this Agreement, of the content of the invoices it issues, or of its processing of its customers' data without a valid legal basis. This obligation is limited to what arises from the merchant's act or omission.
15. Suspension and access restriction
15.1 Wateer may suspend the merchant's access to the Platform in two cases: a material breach of the Laws or of this Agreement, or an imminent threat to the security of the Platform or to third-party data.
15.2 The merchant is notified of the suspension and its cause as soon as it occurs, and is given an opportunity to remedy the cause unless the law makes that impossible.
15.3 A lawful suspension gives rise to no compensation for its duration. The suspension is lifted as soon as its cause is removed.
16. Force majeure
Neither party is liable for a failure arising from a cause beyond its reasonable control, such as natural disasters, failure of public infrastructure, or governmental decisions. The affected party must notify the other without delay and use its efforts to limit the impact. If the cause persists for more than thirty (30) days, either party may terminate this Agreement without compensation.
17. Assignment
Neither party may assign this Agreement without the other's written consent, save for an assignment arising from a merger, acquisition, or restructuring, of which the other party must be notified.
18. Notices
18.1 Notices are sent to the email address each party has registered with the other, and take effect from the date of sending.
18.2 The merchant must keep its contact details up to date and bears the consequence of non-receipt caused by out-of-date details.
18.3 Use of electronic means is not a waiver of any statutory right to receive notices by the means prescribed by law.
19. Governing law and dispute resolution
19.1 This Agreement is governed by the laws in force in the Kingdom of Saudi Arabia.
19.2 The parties shall seek to settle any dispute amicably within thirty (30) days of one notifying the other.
19.3 Failing amicable settlement, the competent courts in the city of Riyadh shall have jurisdiction.
20. General provisions
20.1 Amendment. Wateer may amend this Agreement, provided the merchant is notified of material amendments thirty (30) days before they take effect. The merchant may decline the amendment and terminate this Agreement before it takes effect, without cancellation fees.
20.2 Severability. The invalidity of any provision does not affect the validity of the remainder, which continues in force.
20.3 No waiver. A party's failure to exercise a right is not a waiver of it.
20.4 Language. This Agreement is issued in Arabic and English. In the event of any discrepancy, the Arabic text prevails.
20.5 Entire agreement. This Agreement supersedes all prior understandings between the parties on its subject matter, whether oral or written.
21. Contact
- Enquiries, support, and complaints: [email protected]
- Privacy and data protection: [email protected]
- Privacy centre: privacy.wateer.sa