1.1 These Terms and Conditions (these “Terms“) are issued by Watermelon Limited, a company incorporated in the Abu Dhabi Global Market (“ADGM“) with registered office at Al Khatem Tower, ADGM Square, Al Maryah Island, Abu Dhabi, United Arab Emirates, commercial licence no. 000009264 (“Watermelon“, “we“, “us“).
1.2 These Terms govern: (a) access to and use of the Platform by Buyers and their Authorised Users; (b) the purchase of Products from Suppliers through the Platform; (c) invoicing, payment and collection in respect of those purchases; and (d) the framework under which deferred payment or credit arrangements may be made available or arranged under separate Credit Terms (see Clause 10).
1.3 These Terms are a business-to-business agreement. The Platform is available only to businesses acting in the course of trade, and not to consumers.
1.4 By clicking “I agree” (or equivalent) when registering a Buyer Account, or by accessing or using the Platform, you accept these Terms and agree to be bound by them. If you do not agree, do not register or use the Platform.
In these Terms:
“Affiliate” means, in relation to a person, any entity that directly or indirectly controls, is controlled by, or is under common control with that person;
“Aggregated Data” means data derived from use of the Platform (including procurement and transaction data) that has been aggregated and/or anonymised so that neither you nor any identifiable counterparty or individual pricing can be identified from it;
“Authorised User” means an individual authorised by the Buyer to access the Buyer Account on its behalf;
“Business Day” means a day (other than a Saturday, Sunday or UAE public holiday) on which banks are generally open for business in the United Arab Emirates;
“Buyer” or “you” means the business entity that registers a Buyer Account under these Terms;
“Buyer Account” or “Account” means the account registered by the Buyer on the Platform;
“Credit Terms” means the separate terms governing any deferred payment or credit arrangement made available to, or arranged for, a Buyer from time to time (however titled), together with the related credit application and any security documents;
“Delivery Confirmation” means evidence of delivery of Products, which may consist of any one or combination of: electronic or physical signature, one-time password (OTP) confirmation, recipient name, company stamp, photograph, GPS or time stamp, courier or carrier record, Platform confirmation, warehouse or receiving-system acceptance, or other reasonable electronic or documentary evidence;
“Fee Schedule” means the schedule of Platform fees and charges published on the Platform or notified to you (including the Standard Fees set out in Schedule 1), as amended from time to time in accordance with these Terms;
“Listing” means a Product or stock keeping unit (SKU) listed on the Platform;
“Our Entities” means Watermelon, its holding companies, subsidiaries and Affiliates, and its and their directors, officers, employees and agents;
“Platform” means the web and mobile versions of the site operated by or for Watermelon (currently at www.watermelon.market), the Watermelon mobile applications, and the related APIs, notifications, content and services;
“Product” means goods (and any associated services) offered by a Supplier through the Platform;
“Supplier” means a merchant registered to offer Products through the Platform (also referred to as a “Seller” or “Vendor”).
Headings are for convenience only. “Including” means “including without limitation”.
3.1 To register a Buyer Account you must: (a) be a legal entity or licensed sole establishment holding a valid trade licence (or equivalent) in the jurisdiction where you operate; (b) provide the registration information we request, which must be true, accurate, complete and kept up to date; and (c) complete any verification, know-your-customer or onboarding checks we require.
3.2 The individual accepting these Terms represents and warrants that they are at least 18 years of age, legally competent, and duly authorised to bind the Buyer. Acceptance by that individual constitutes acceptance by the Buyer.
3.3 We may accept or decline any registration at our discretion, and may make continued access conditional on completion of verification checks.
3.4 These Terms may be accepted electronically. In accordance with the ADGM Electronic Transactions Regulations 2021, these Terms, and any records of click-acceptance (including timestamp, account identifier and IP address) and Platform transaction records, shall not be denied legal effect solely because they are in electronic form, and are admissible as evidence of acceptance and of the matters they record.
4.1 You are responsible for: (a) all activity occurring under your Account, including activity of your Authorised Users; (b) keeping credentials confidential and secure; and (c) ensuring that only Authorised Users access the Account. You must notify us promptly of any unauthorised access or security breach.
4.2 You must ensure each Authorised User complies with these Terms. Any act or omission of an Authorised User is deemed your act or omission. The Platform may support user roles and permission levels (such as owner, administrator, procurement, finance, approver or viewer). You are responsible for configuring, and keeping current, the roles, permissions and approval limits of your Authorised Users, and we may rely on the permissions configured on your Account without independently verifying any user’s internal authority for any order or action.
4.3 You must notify us within ten (10) Business Days of any change of ownership, control, legal form, trade name, licence status, address or bank mandate relevant to your Account.
4.4 Orders placed for any branch, outlet, department or delivery location operated under your Account are obligations of the registered Buyer, regardless of which branch placed or received the order, unless we expressly agree otherwise in writing. Each separate legal entity must register (or be expressly approved under) its own Account.
5.1 The Platform is a business-to-business e-procurement marketplace through which Buyers can procure Products from Suppliers, together with related workflow, invoicing, data and support services.
5.2 Unless we expressly state otherwise for a particular transaction, each contract for the sale and purchase of Products is formed directly between the Supplier (as merchant of record) and the Buyer. Watermelon is not the seller of the Products, takes no title to the Products, and gives no warranty in respect of them. Claims relating to the quality, quantity, safety, delivery or fitness of Products lie against the Supplier, subject to Clause 8 (Delivery; Inspection; Disputes).
5.3 Watermelon may: (a) issue invoices and statements and collect payment in respect of Platform purchases, for the account of the Supplier or of any person to whom the relevant receivable has been assigned or transferred (see Clause 11), or as otherwise notified to you for a given transaction; and (b) provide onboarding, catalogue, ordering, reporting and support services in connection with Platform purchases.
5.4 Watermelon does not guarantee, check, audit or monitor Listings, and is not responsible for the performance by any Supplier of its obligations, save as expressly set out in these Terms. We are not an agent of the Buyer.
5.5 Listing content (including descriptions, images, availability and indicative prices) is based on information provided by Suppliers, who remain responsible for it. We do not warrant that Listings are accurate, complete or error-free.
6.1 An order submitted through the Platform is a binding offer by you to purchase the relevant Products at the price and on the terms stated at the point of order. An order becomes binding on acceptance (which may be electronic and may be communicated by order confirmation, dispatch or delivery).
6.2 You are responsible for the accuracy of every order submitted through your Account, including SKUs, quantities, delivery locations and delivery windows.
6.3 Minimum order quantities or values, delivery schedules, and substitution rules may apply per Supplier and will be indicated on the Platform or at onboarding.
6.4 Orders may be cancelled or amended only in accordance with the cancellation windows shown on the Platform (or, where none is shown, with the Supplier’s consent).
6.5 Your internal procurement, approval, budgeting, purchase-order and accounting procedures are your responsibility alone. No failure to raise an internal purchase order, obtain internal approval or record an invoice in your systems, and no departure of personnel, affects your obligation to pay for an order validly placed through your Account, and none of these constitutes a valid dispute (Clause 8.2).
7.1 Prices shown on the Platform are set by Suppliers and, unless stated otherwise, are indicative until confirmed at order acceptance. We do not offer price matching or price guarantees.
7.2 Access to the Platform’s core procurement functions is currently provided without a subscription fee. We may introduce or amend fees for Platform services (including transaction fees, commissions, payment-processing charges, subscription fees, premium services, business reports, integrations, dedicated support or services outside standard support hours) by publishing or notifying an updated Fee Schedule at least thirty (30) days in advance. Continued use of the relevant service after the effective date constitutes acceptance of the updated Fee Schedule. A change to the Standard Fees in Schedule 1 applies only to invoices issued after the change takes effect; no change increases any fee in respect of amounts already overdue.
7.3 Professional services (including systems integration) may be agreed separately and charged per the applicable order form or statement of work. Where we do not provide integration services, you are responsible for your own integrator and its costs.
7.4 All amounts are inclusive of VAT and similar taxes, which are payable in addition at the applicable rate. You are responsible for any taxes, duties or charges applicable to your purchases, other than taxes on our income.
8.1 Delivery of Products is made by or on behalf of the Supplier. Delivery dates are estimates unless expressly agreed otherwise. Watermelon is not responsible for delivery, and risk in Products passes per the Supplier’s terms of sale. Delivery to, or acceptance by, any employee or other person apparently authorised to receive goods at the designated delivery location constitutes delivery to, and acceptance by, the Buyer.
8.2 You must inspect Products on delivery. Any dispute concerning Products (including quality, quantity, condition or non-delivery) must be logged through the Platform within seven (7) days of delivery or, for pricing or quantity discrepancies appearing on a statement, within five (5) Business Days of the relevant statement. To be valid, a dispute must be made in good faith and must identify the invoice, the affected items and amounts, the grounds of dispute and the supporting evidence. A general or unsupported objection, a request for reconciliation or a statement of account, an internal approval delay, a missing internal purchase order, a change of personnel, or a failure of the Buyer’s internal accounting or payment processes does not constitute a valid dispute.
8.3 A valid dispute logged in time and in accordance with Clause 8.2 pauses, for the disputed invoice (or disputed portion) only, all late payment consequences — including every fee, suspension and recovery-cost consequence under Clause 9.6 — until the dispute is resolved under the Platform dispute procedure (target resolution within ten (10) Business Days). The undisputed portion of any invoice, and all other invoices, remain payable on their due dates.
8.4 Your remedies in respect of Products are against the Supplier and are limited to the remedies in the Supplier’s terms of sale, provided that any credit note issued by the Supplier and accepted through the Platform will be applied to your account. A request for a return or replacement does not of itself reduce, suspend or cancel any invoice: the invoiced amount remains payable (subject to Clause 8.3 where a valid dispute has been logged) unless and until the Supplier approves the return, any returned Products are received and verified, and the corresponding credit note is recorded on the Platform, at which point the credit is applied to your account.
8.5 Watermelon’s transaction records, including any Delivery Confirmation and other delivery records recorded on the Platform, constitute a rebuttable presumption of the facts they record.
8.6 Product safety; recalls. The Supplier remains primarily responsible for Product safety and regulatory compliance. If a Product is subject to a recall, withdrawal, contamination or expiry issue, food-safety alert or regulatory notice, you must promptly: stop using, selling or distributing the affected Products; quarantine remaining stock; follow the recall or withdrawal instructions issued by the Supplier, Watermelon or a competent authority; and cooperate reasonably with the recall. Watermelon may remove or suspend affected Listings and notify affected Buyers immediately, and is not liable for acting in good faith on a safety notice. Costs and remedies in respect of recalled Products lie against the Supplier per Clause 8.4.
9.1 You must pay each invoice in full, in the invoiced currency, on or before its due date, as stated on the invoice or applicable statement, without deduction, withholding, counterclaim or set-off (except to the extent of credit notes accepted through the Platform). Punctual payment is of the essence.
9.2 Unless Credit Terms apply to your Account, invoices are payable on the payment terms stated at order acceptance or, if none are stated, immediately on invoice.
9.3 Payments must be made to the collection account designated by us (or, where we direct, by the relevant Supplier or assignee), by bank transfer, direct debit, cheque, cash on delivery (where made available, see Clause 9.11) or any other method we make available. We may change the designated account on notice.
9.4 Payments received are applied in the following order, irrespective of any contrary designation: (a) the principal of the oldest outstanding invoice first; (b) documented recovery costs; (c) fees payable under these Terms (including Late Payment Administration Fees). We may depart from this order only where required by law or, where Credit Terms apply, by the Credit Terms.
9.5 Where payment processing is provided through third-party payment gateways, we are not responsible for the availability of those gateways, and your use of them may be subject to the provider’s terms.
9.6 If any amount is not paid when due (after any grace period stated in the applicable Credit Terms or invoice):
Clause 8.3 (dispute pause) applies to this Clause 9.6 in full: no fee, suspension or recovery-cost consequence arises in respect of a disputed invoice (or portion) for the duration of the pause.
9.7 We may set off any matured amount you owe us against any amount we owe you.
9.8 By transacting on the Platform you authorise us to obtain and transmit information reasonably required to verify your identity, validate payment instruments, assess and monitor your account, protect against fraud, and arrange delivery, including enquiries with, and reporting to, licensed credit information bureaus — in each case only where and to the extent Watermelon (or its partner) holds the required status under applicable law — in accordance with Clause 17 (Data Protection).
9.9 Statements; deemed acceptance. Where we issue statements of account, a statement is deemed accepted unless disputed in writing, with reasons, within five (5) Business Days of issue, save for manifest, arithmetical or billing error (which may be corrected within ninety (90) days). Non-receipt of a statement does not postpone any due date. A certificate of the amount outstanding signed by an authorised officer of Watermelon constitutes a rebuttable presumption of the amount due.
9.10 Security on request. Where any amount is overdue, or your outstanding balance exceeds a threshold notified to you, we may require, as a condition of accepting further orders: (a) registration of a direct debit mandate; (b) delivery of a security cheque; and/or (c) execution of an acknowledgement of the outstanding balance — in each case in the form we reasonably specify (and, where Credit Terms apply, per the Credit Terms). We may suspend new orders until the requirement is met.
9.11 Cash on Delivery (COD). Where we make cash on delivery available for an order or a Buyer: (a) the invoiced amount must be paid in full at the point of delivery, in cash or by such other instrument as we accept at delivery; if payment is not made in full on delivery, the Products may be withheld or retrieved, and any amount outstanding after an accepted delivery is immediately due and subject to Clause 9.6; (b) we may charge a COD Handling Fee per order paid by cash on delivery, and a Failed COD Delivery Fee where a delivery is attempted and the payment due on delivery is not made, in each case at the amounts published in the Fee Schedule; (c) COD is offered at our discretion: we may make it available per order, per Buyer or generally, may impose limits or conditions on its use, and may suspend or withdraw it as a payment option (for you or generally) at any time with effect for future orders — withdrawal does not affect orders already accepted; and (d) the Platform’s record of collection at delivery is evidence in accordance with Clause 8.5. Where you select or are designated for COD, you must ensure that an authorised person and an accepted payment method are available at the delivery location at the time of delivery; a failed COD delivery may result in cancellation of the order, re-delivery charges per the Fee Schedule, and suspension or withdrawal of COD availability. Where Credit Terms apply to your Account, orders are payable in accordance with the approved payment terms and COD is not available as a payment method, unless we expressly agree otherwise in writing.
10.1 Deferred payment terms or other credit arrangements may, at Watermelon’s sole discretion, be made available to, or arranged or facilitated for, a Buyer. Any such arrangement is subject to, and governed exclusively by, the separate Credit Terms and the approved credit application. Where any regulated financial service is required in connection with a credit arrangement, it will be provided by, or arranged with, persons appropriately licensed to provide it. Nothing in these Terms obliges us to offer, arrange, continue or extend any credit arrangement to any Buyer, and nothing on the Platform constitutes an offer of credit or a financial promotion.
10.2 If Credit Terms apply to your Account, you must comply with them in full, including: (a) payment of each invoice by its due date under the approved payment terms; (b) all fees and charges under the Credit Terms (including any late payment administration fees); (c) any credit limits, security, guarantee, cheque, direct debit or documentation requirements; and (d) all information and notification obligations.
10.3 Any credit limit or deferred payment arrangement is uncommitted: it may be reviewed, reduced, suspended or withdrawn as to future orders at our discretion on notice, including where required by our credit assessment, insurers or funding arrangements. Amounts already outstanding remain due on their existing terms.
10.4 In the event of any conflict between these Terms and the Credit Terms in respect of credit, invoicing, payment, security or collections, the Credit Terms prevail.
10.5 Failure to pay any amount when due under the Credit Terms, or any default under the Credit Terms, is also a breach of these Terms and may result in suspension of your Account and new orders in accordance with these Terms and the Credit Terms.
11.1 You acknowledge that receivables arising from your purchases (or interests in them) may be assigned, transferred or funded, without your consent, in favour of funders, financial institutions, insurers or special purpose vehicles, in accordance with the applicable contractual arrangements (including, where relevant, the Credit Terms). You agree, on notice of assignment, to pay the assigned amounts to the account directed by the person entitled to them, and your no-set-off obligations run equally in favour of any assignee.
11.2 Watermelon may disclose information relating to your Account and payment performance to actual or prospective funders, insurers, credit bureaus (where lawfully permitted) and professional advisers in accordance with Clause 17.
12.1 You must use the Platform only for legitimate business procurement, in compliance with applicable law (including food safety, health, licensing, import and consumer protection requirements applicable to your business).
12.2 You must not (and must ensure your Authorised Users do not):
12.3 We may remove content, restrict features, or investigate suspected breaches, and may report unlawful conduct to competent authorities, cooperating with law enforcement where legally required. Where we reasonably suspect a breach of Clause 12.2(j) or other fraud, we may additionally cancel or suspend the affected transactions, freeze the Account and withhold related Platform benefits pending investigation, and may report the suspected conduct to competent authorities, funders and insurers where legally permitted.
13.1 All intellectual property rights in the Platform, its content (other than Supplier or Buyer content), and the Watermelon name, logos and marks belong to Watermelon or its licensors. We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform for your internal business procurement purposes during the term of these Terms.
13.2 No right or licence is granted to use any trade mark, trade name or logo displayed on the Platform without the owner’s prior written consent.
13.3 You grant us a non-exclusive, royalty-free licence to use content you submit to the Platform (including order data, feedback and reviews) for the purposes of operating, improving and promoting the Platform, subject to Clause 17 and Clause 14.
14.1 Each party will keep confidential all non-public information disclosed by the other in connection with these Terms and use it only to perform its obligations and exercise its rights under these Terms. Disclosure is permitted: (a) to employees, Affiliates, professional advisers and insurers on a need-to-know basis under equivalent confidentiality obligations; (b) to the extent required by law, regulation, court or competent authority; and (c) with the discloser’s prior written consent. This Clause does not apply to information that is or becomes public other than through breach, was lawfully known before disclosure, is received from a third party without breach, or is independently developed.
14.2 The confidentiality obligations survive for three (3) years after termination of these Terms, save for trade secrets, which remain confidential for as long as they remain trade secrets.
14.3 Notwithstanding Clause 14.1, Watermelon may create and use Aggregated Data (including derived datasets, benchmarks, indices and analytical models) for analytics, benchmarking, product improvement and market intelligence and the development and commercialisation of data products and services, and may share Aggregated Data with third parties, provided it does not identify you or disclose your individual pricing or identity. Watermelon’s rights in Aggregated Data are perpetual, irrevocable and survive termination of these Terms.
14.4 We host Platform data with reputable third-party cloud providers, which may be located outside the ADGM, subject to Clause 17.
15.1 We may suspend or restrict your Account or access to any part of the Platform, with immediate effect and with notice to you, where: (a) any amount due from you is overdue; (b) we reasonably suspect fraud, unlawful activity or material breach of these Terms or the Credit Terms; (c) required by law, a regulator, an insurer or a funding arrangement; (d) verification or compliance checks are outstanding; or (e) your Account has been inactive for twelve (12) months or more.
15.2 Either party may terminate these Terms for convenience on thirty (30) days’ written notice. We may terminate immediately on written notice if you commit a material breach which is not remedied within seven (7) days of notice, become insolvent, cease business, or lose a licence necessary to trade.
15.3 On termination: (a) your licence to use the Platform ends and we may deactivate the Account; (b) all amounts outstanding become immediately due and payable; (c) fees already paid are non-refundable save as required by law; and (d) any accrued rights, and the Clauses listed in Clause 25.8, survive.
15.4 On written request within thirty (30) days of termination, we will make available to you, in a commonly used digital format, your supplier details, catalogue and market-list data, invoice data and order data held on the Platform, after which we may delete Account data subject to our legal retention obligations.
15.5 Termination does not affect the Credit Terms, which continue in accordance with their own provisions until all outstanding amounts are irrevocably paid in full.
15.6 Financial condition. If: (a) you become or are presumed insolvent, or stop or threaten to stop payment of your debts; (b) you enter liquidation, restructuring, bankruptcy or any similar procedure, or a receiver or administrator is appointed over you or your assets; (c) your bank accounts or assets are attached or made subject to execution; (d) your trade licence is suspended, revoked or not renewed, or you close or materially reduce your operations; (e) cheques or direct debits issued by you are repeatedly returned unpaid; (f) you provide materially misleading financial or business information; or (g) in our reasonable assessment there is a material deterioration in your creditworthiness — then, without prejudice to Clauses 9.10 and 15.1 and the Credit Terms, we may with immediate effect suspend new orders, require advance payment or security as a condition of accepting further orders, shorten payment terms for future orders, and/or terminate these Terms under Clause 15.2. Where Credit Terms apply to your Account, acceleration and default consequences are governed by the Credit Terms.
16.1 You must provide, promptly on request, all information and documents we reasonably require for know-your-customer, ultimate-beneficial-owner verification, sanctions screening, anti-money-laundering and other compliance purposes, and must ensure such information remains accurate.
16.2 You represent, on acceptance and on each order, that neither you nor any of your owners, directors or Authorised Users is subject to sanctions administered by the UAE, UN, US (OFAC), EU or UK, and that you will not use the Platform in breach of applicable sanctions, anti-money-laundering, anti-bribery or export control laws.
16.3 We may suspend orders, decline transactions or terminate where compliance concerns arise, acting reasonably, and without liability for lawful suspension.
17.1 Each party shall comply with the ADGM Data Protection Regulations 2021 and any other data protection law applicable to it in connection with personal data processed under these Terms.
17.2 Our processing of personal data (including data of Authorised Users and contact persons) is described in our Privacy Policy, which forms part of these Terms by reference. You are responsible for ensuring you have a lawful basis to share with us any personal data of your personnel and representatives.
17.3 You acknowledge that account and transaction information (including payment performance and overdues) may be disclosed to Suppliers (to the extent relevant to their transactions with you), our funders, insurers, credit bureaus (where lawfully permitted), professional advisers and regulators, and may be transferred cross-border with appropriate safeguards, where necessary for the operation, financing and insuring of the Platform and its services.
18.1 Each party warrants that it has full power and authority to enter into and perform these Terms.
18.2 The Platform and all Platform services are provided on an “as is” and “as available” basis. To the fullest extent permitted by law, we exclude all implied warranties, conditions and representations (including merchantability, satisfactory quality, fitness for a particular purpose and non-infringement) in respect of the Platform and any products or services offered through it.
18.3 We do not warrant that the Platform will be uninterrupted, error-free or secure, that defects will be corrected, or that information or content on the Platform is accurate, truthful, complete or current.
18.4 We are not responsible for: (a) the conduct of any user of the Platform; (b) failures caused by your systems, networks or software, or changes to them; (c) causes extraneous to the Platform, including viruses in your environment; or (d) tampering with or modification of the Platform or any software other than by us or our authorised representatives.
19.1 Nothing in these Terms excludes or limits either party’s liability for fraud or fraudulent misrepresentation, wilful misconduct, death or personal injury caused by negligence, or any other liability that cannot lawfully be excluded or limited. Nothing in these Terms limits your obligation to pay amounts properly due for Products purchased, fees, or under the Credit Terms.
19.2 Subject to Clause 19.1, no member of Our Entities shall be liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for: (a) loss of profits, revenue, business, opportunity, goodwill or reputation; (b) loss or corruption of data; or (c) any indirect, incidental, special, consequential, exemplary or punitive loss or damage, in each case even if advised of the possibility of such loss.
19.3 Subject to Clauses 19.1 and 19.2, the aggregate liability of Our Entities to you arising out of or in connection with these Terms and the Platform in any twelve (12) month period shall not exceed the greater of AED 20,000 and the total fees and charges paid by you to Watermelon in the twelve (12) months preceding the first event giving rise to liability.
19.4 You acknowledge that the Products are supplied by Suppliers, that your remedies in respect of Products lie against the relevant Supplier (Clause 8.4), and that Our Entities have no liability for Products, their delivery, or Supplier acts or omissions.
20.1 You shall indemnify and hold harmless Our Entities from and against all liabilities, damages, claims, fines, costs (including reasonable legal fees) and expenses arising out of or in connection with: (a) your breach of these Terms or applicable law; (b) your use or misuse of the Platform; (c) any misrepresentation made by you; (d) content or data you submit; or (e) any third-party claim arising from your business, your resale or use of Products, or your dealings with Suppliers — except in each case to the extent caused by our fraud or wilful misconduct.
20.2 You shall cooperate fully, at your cost, in the defence or settlement of any such claim. We may assume the defence of any claim at our election.
Neither party is liable for failure or delay in performing its obligations (other than payment obligations) caused by events beyond its reasonable control, including acts of God, epidemic, war, terrorism, civil unrest, fire, flood, embargo, labour dispute, utility or telecommunications failure, or governmental action. The affected party must notify the other and use reasonable efforts to mitigate. If a force majeure event continues for more than sixty (60) days, either party may terminate on written notice.
22.1 We may amend these Terms from time to time. Material amendments will be notified at least thirty (30) days before they take effect, by Platform notice, email or both, except where a shorter period is required to comply with law or regulatory requirements, in which case we will give as much notice as reasonably practicable.
22.2 Amendments apply to orders placed after the effective date. Your continued use of the Platform after the effective date constitutes acceptance. If you do not accept an amendment, you may terminate under Clause 15.2 before the effective date; the unamended Terms apply until termination.
22.3 The current version of these Terms will always be available on the Platform, and its “Last updated” date will be shown at the top. Changes to fees (including the Standard Fees) are governed by Clause 7.2, which prevails over this Clause 22 for fee changes.
22.4 Earlier terms. On your acceptance of these Terms, they replace any earlier platform terms of use published or entered into by Watermelon or its Affiliates in respect of your access to and use of the Platform. Amounts outstanding under earlier terms remain due and payable, and any migration of existing balances or credit arrangements will be effected under the Credit Terms or a separate signed instrument.
23.1 You may not assign, transfer or subcontract any of your rights or obligations under these Terms without our prior written consent.
23.2 We may assign or transfer our rights (including receivables, per Clause 11) without consent. We may also novate these Terms (rights and obligations) to an Affiliate on thirty (30) days’ notice, and you consent in advance to that novation; your rights under these Terms are not reduced by it.
24.1 We may give notices to you via the Platform, or by email, SMS or messaging service to the contact details registered on your Account. Formal notices (including of suspension, termination or default) will be given by email and at least one other channel, and are deemed served on transmission absent a delivery failure notification.
24.2 Notices to us must be sent to legal@watermelon.market (or such other address as we notify), and are deemed served on receipt.
25.1 Entire agreement. These Terms, together with the documents referred to in them (including the Privacy Policy, the Fee Schedule, any order forms and, where applicable, the Credit Terms), constitute the entire agreement between you and us regarding the Platform, and supersede all prior agreements and understandings relating to the same subject matter. Nothing in this Clause excludes liability for fraudulent misrepresentation.
25.2 Order of precedence. If there is a conflict: (a) the Credit Terms prevail as set out in Clause 10.4; then (b) any signed order form or bespoke agreement between you and us; then (c) these Terms; then (d) the Fee Schedule and Platform policies — provided that a Fee Schedule updated in accordance with Clause 7.2 prevails over Schedule 1 to the extent of the update.
25.3 Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary or severed, and the remainder continues in force.
25.4 No waiver. No failure or delay in exercising any right is a waiver of it; no single or partial exercise precludes further exercise.
25.5 No partnership; no agency. Nothing in these Terms creates a partnership, joint venture, employment or (save as expressly stated) agency relationship.
25.6 Third-party rights. A person who is not a party to these Terms has no right to enforce any of these Terms, save that each member of Our Entities may enforce the Clauses expressed to benefit it.
25.7 Language. These Terms are drafted in English. If a translation is provided for convenience, the English text prevails.
25.8 Survival. Clauses which by their nature should survive termination (including Clauses 9, 10, 11, 13.2, 14, 17, 19, 20, 25 and 26) survive.
26.1 These Terms, and any non-contractual obligations arising out of or in connection with them, are governed by the laws of the Abu Dhabi Global Market (which apply English common law as in force in ADGM).
26.2 Subject to Clauses 26.3 and 26.4, the ADGM Courts have exclusive jurisdiction over any dispute arising out of or in connection with these Terms, and each party submits to that jurisdiction.
26.3 For any claim brought by Watermelon (including recovery of amounts due), Watermelon may elect, at its discretion and per counterparty, to bring proceedings before the ADGM Courts or the onshore Dubai Courts, and you irrevocably submit to the jurisdiction of both and waive any objection to venue, forum or Watermelon’s election. Defences and counterclaims connected to a claim brought by Watermelon may be raised in the court seized of that claim.
26.4 Nothing in this Clause limits Watermelon’s statutory right to enforce any cheque or acknowledgement of debt as an executory instrument before the competent execution judge, to seek attachment or other interim or precautionary relief in any jurisdiction, or to enforce any judgment wherever assets are located.
The fees in this Schedule (the “Standard Fees”) are fixed administrative charges compensating actual administrative and collection effort; they are not interest and do not compound. All fees are stated exclusive of VAT and may be updated only in accordance with Clause 7.2 (changes apply to invoices issued after the change takes effect; the current amounts are those in the published Fee Schedule, which prevails over this Schedule to the extent updated). Clauses 8.3 and 9.6 govern when these fees apply and pause.
Late Payment Administration Fee — charged per overdue invoice, for each month (or part of a month) it remains unpaid, by the band corresponding to the amount then outstanding on that invoice: up to and including 2% of the invoice amount per month.
Returned Cheque Fee — AED 250 per cheque presented in payment and returned unpaid (in addition to any bank charges, and without prejudice to Watermelon’s statutory rights in respect of a dishonoured cheque). This fee does not apply to presentation of any security cheque held under Clause 9.10 or the Credit Terms.
Failed Direct Debit Fee — AED 250 per direct debit collection that fails for reasons attributable to the Buyer.
COD Handling Fee — AED 100 per order paid by cash on delivery (charged where COD is selected or used).
Failed COD Delivery Fee — AED 250 per attempted delivery where the payment due on delivery is not made (in addition to any Supplier re-delivery charges). Not charged where the non-payment results from a dispute concerning the Products logged at delivery under Clause 8.2.
Dedicated / out-of-hours support and professional services — as agreed per Clause 7.3 or the applicable order form.