Merchant agreement
Draft v1.0 — under review. The Arabic text governs; this English text is for convenience only.
English convenience translation
This English text is an unofficial convenience translation. The Arabic text in Part One is the sole governing text. In the event of any discrepancy or conflict in meaning between the two, the Arabic text prevails.
Merchant Program Agreement
Recitals and Parties
This Agreement is made on [●] between:
First: [●] Company W.L.L. — a Kuwaiti limited liability company registered with MOCI under commercial licence no. [●] and commercial register no. [●], of [●], Kuwait, represented by [●] in his capacity as [●] (the "Company").
Second: [●] — a Kuwaiti [company / sole establishment], registered under commercial licence no. [●] and commercial register no. [●], digital-commerce register entry no. [●], of [●], represented by [●] in his capacity as [●] (the "Merchant").
Whereas the Company operates the Coodooo platform and through it sells marketing services in its own name and for its own account; Whereas the Merchant wishes to purchase those services to promote its products or services; Whereas each party warrants its capacity and licence to enter into and perform this Agreement;
The parties have agreed as follows:
Article 1 — Recitals and Documents
1.1 The above recitals and the following documents form an integral part of this Agreement: the Platform Terms of Use; the Program Terms of each approved Program; the Privacy Notice; the Vesting and Adjustment Policy; the fee schedule in Article 5.
1.2 Terms used bear the meanings given in Article 1 of the Platform Terms of Use.
Article 2 — Contractual Character
2.1 The Company contracts as principal for its own account. It sells marketing services to the Merchant in its own name and for its own account, and separately and independently purchases marketing services from marketers subcontracting with it, in its own name and for its own account.
2.2 No direct contractual relationship arises between the Merchant and any Marketer under this Agreement. The Company receives no amount from the Merchant for the account of a Marketer, holds no amount for a third party, and operates no segregated account.
2.3 Commissions appearing on the Merchant's invoices are the price of marketing services which the Company purchased for its own account and resold to the Merchant within the overall service, and are not funds owned by the Marketer held by the Company for onward transfer.
2.4 No commercial agency within the meaning of Law No. 13 of 2016, no commission agency, no partnership, no joint venture and no employment relationship arises under this Agreement.
2.5 The Company has no authority to conclude any act in the Merchant's name or bind it towards third parties, and the Merchant has no authority to bind the Company.
Article 3 — Services Purchased
The Company shall provide the following services, according to the Programs activated:
3.1 Tracking and attribution: operating the Company-owned redirect domain, logging clicks after bot filtering and de-duplication, and attributing Conversions to the entitled Marketer by the attribution methods enabled in the Program.
3.2 Code issuance: generating unique textual codes per Marketer per Program, preventing duplication, screening for improper wording, managing activation and deactivation, and supplying them to the Merchant for mirroring in its own checkout.
3.3 Validation and approval: receiving order data from the Merchant or its integrations, matching against Codes and Links, administering the validation and vesting periods, and recording adjustments.
3.4 Statements and reporting: issuing periodic statements of Validated Conversions and commissions, monthly invoices in Arabic, and Program performance reports.
3.5 Compliance records: retaining agreements, Program Terms, Code allocations, Conversions, Statements and payments for not less than five (5) years, and enabling one-click export to the Merchant, so as to enable it to discharge its duty under Article 23 of Decree-Law 10/2026.
3.6 Creatives: generating publishing templates automatically bearing the #إعلان tag and the Merchant's name, and tools to request removal of non-compliant content.
3.7 Eligibility: operating the eligibility gate under which no Code or Link is issued to a Marketer that has not submitted its own registration or licence and the prescribed declarations. This is a procedural verification service and is not a guarantee by the Company of any Marketer's legal position.
3.8 Services are provided with professional care; the Company undertakes no commercial result.
Article 4 — Merchant Obligations and Warranties
4.1 Registration and licence: the Merchant is duly licensed to carry on its activity and registered in the registers prescribed under Article 3 of Decree-Law 10/2026 where applicable, and shall provide and update supporting documents. No Program is activated before the Company has verified them.
4.2 Advertising content (Article 18): all advertising content relating to its Programs shall state the provider's name, the price inclusive of additions, an accurate description, and an effective contact channel.
4.3 No misleading content (Article 19): it shall not approve, request or encourage misleading or deceptive advertising content or untrue claims as to product, price, availability or results of use.
4.4 Honouring codes: it shall activate every Code issued by the Platform in its own checkout within two business days, accept it on use throughout the Program, not deactivate it or reduce its value save on seven (7) days' prior notice through the Platform, and not steer consumers to an alternative code so as to break attribution.
4.5 Truthful reporting: it shall report code-linked redemptions and orders completely, accurately and on time by any available means (automated integration, file upload, weekly confirmation, manual entry), shall not withhold, delay or distort order data, and shall retain the underlying documents.
4.6 No direct contracting (anti-circumvention): it shall not — itself or through an affiliate or controlled entity — enter into any paid marketing arrangement outside the Platform with a Marketer first introduced to it through the Platform, for twelve (12) months from that Marketer's last Validated Conversion in any Program of the Merchant. (a) The prohibition does not apply where the Merchant evidences by prior documentation a contractual relationship or prior contact with the Marketer preceding its registration on the Platform. (b) On breach, the Company is entitled to agreed compensation equal to the Validated Conversion fees that would have accrued on orders attributable to that Marketer during the period of breach, subject to a minimum of KWD 300.000 and a maximum of KWD 3,000.000 per Marketer. (c) The parties acknowledge that this figure is a reasonable and good-faith estimate of the loss foreseeable at the time of contracting, and that it is subject to the court's power of adjustment under Articles 302 and 303 of Civil Code No. 67 of 1980, and waive in advance any contrary plea.
⚠️ Reviewer note (Civil Code 302–303)
4.7 Technical cooperation: it shall enable the technical methods agreed in the Program and notify the Company of any change to its store or payment gateway affecting attribution.
4.8 Privacy: it shall pass to the Platform no personal data of its customers beyond what is necessary for attribution (order reference, amount, code, delivery status), and shall subject any tracking tag to its own visitor-consent mechanism.
4.9 Consumer relationship: it alone is responsible for the sale contract with the consumer, delivery, warranty, returns and Arabic electronic invoicing, and for compliance with Consumer Protection Law No. 39 of 2014 and Decree-Law 10/2026.
Article 5 — Fee Schedule
Platform membership is free. There are no subscriptions and no paid-placement fees. The Company's fees are fixed and announced as follows (in Kuwaiti Dinars):
| # | Item | Fee (KWD) | Accrual | |---|---|---:|---| | 1 | First Program activation | 150.000 | On Program approval, before it goes live | | 2 | Each additional Program activation | 75.000 | On approval of the additional Program | | 3 | Validated Conversion fee — order value below 25.000 | 0.250 | Per Validated Conversion | | 4 | Validated Conversion fee — order value 25.000 to 99.999 | 0.750 | Per Validated Conversion | | 5 | Validated Conversion fee — order value 100.000 to 499.999 | 2.500 | Per Validated Conversion | | 6 | Validated Conversion fee — order value 500.000 and above | 8.000 | Per Validated Conversion | | 7 | Relaunch of a paused or closed Program, or band reset | 50.000 | On execution | | 8 | Settlement statement pack (optional) | 25.000 | Per pack on request | | 9 | Commissions purchased | Per Program Terms | Monthly, at cost |
5.1 The Validated Conversion fee accrues only on a Validated Conversion. It does not accrue on a declined, cancelled or reversed Conversion within the Vesting Period.
5.2 Commissions purchased are included in the Merchant's monthly invoice at cost and without any margin, being the price of the marketing services the Company purchased from Marketers and resold to the Merchant. They are calculated per the Program Terms set by the Merchant itself.
5.3 No subscriptions, no monthly fees, no paid placement and no ranking or priority fees in any form.
5.4 Take-rate ceiling: the Company may, in compliance with any regulatory limit in force on the commission or take rate of intermediary platforms, subject the Validated Conversion fee to a percentage ceiling of the order value; this operates in the Merchant's favour and in no case increases fees.
⚠️ Reviewer note (Q-119)
5.5 The fee schedule may be amended only under Article 14 of the Platform Terms of Use, prospectively only.
5.6 Fees accrued for services performed are non-refundable.
Article 6 — Validation and Deemed Approval
6.1 The validation window for each Program is stated in the Program Terms; it is not less than fourteen (14) days, default twenty-one (21) days, running from the date the Conversion is recorded on the Platform.
6.2 Deemed approval: if the validation window expires without the Merchant declining the Conversion through the Platform with supporting evidence, the Conversion is deemed approved, with consequent effect on commission and the conversion fee.
6.3 Reasoned decline: a decline must state one of the reasons prescribed in the Vesting and Adjustment Policy and attach supporting evidence (cancellation notice, refund notice, proof of non-delivery, proof of duplication, proof of breach). A decline without reason or without evidence is not accepted.
6.4 Deemed approval is a presumption of the Conversion's validity and may not be revisited after expiry of the Vesting Period save in the case of proven fraud or forgery.
Article 7 — Vesting and Adjustments
7.1 Commission is an entitlement conditional upon vesting. No final entitlement arises for the Marketer until the Vesting Period has expired without a documented cancellation, return or reversal. Fulfilment of the condition creates the right; its failure is not a penalty or fine.
7.2 The Vesting Period is not less than fourteen (14) days, having regard to the consumer's right of withdrawal under Article 17 of Decree-Law 10/2026.
7.3 Cash on delivery: for COD orders the Vesting Period runs from confirmed delivery, not from order creation. The Merchant shall report delivery status.
7.4 Reversal within the Vesting Period: a cancellation, return or payment dispute occurring before expiry of the Vesting Period is treated by a reversing adjustment on the Conversion, and the corresponding Validated Conversion fee falls away. This is effected by set-off on the next invoice or statement.
7.5 After expiry of the Vesting Period no recovery is permitted, whether against the vested commission or the conversion fee, save in the case of proven fraud or forgery evidenced by document, and within thirty (30) days of its discovery.
7.6 The words "fine" or "penalty" are not used in any communication or interface to describe a reversal; the description used is "not yet vested".
Article 8 — Invoicing, Credit Terms and Payment
8.1 The Company issues a monthly invoice in Arabic on the first day of each month for the preceding month, comprising activation fees due, Validated Conversion fees, commissions purchased at cost, and any adjustments.
8.2 Due date: within seven (7) days of the invoice date.
8.3 New merchants: during the first three (3) months — or for so long as two consecutive invoices have not been paid when due — the Merchant shall provide either prepayment of a balance covering expected commissions and conversion fees, or a cash deposit of KWD [●], drawable on default and refundable after final settlement within thirty (30) days of the end of the Agreement.
8.4 Auto-debit authorisation: the Merchant irrevocably authorises the Company, throughout the term, to debit the amount of the due invoice from its tokenised bank card held with a payment services provider licensed by the Central Bank of Kuwait, from the due date. The Company holds no full card data, only the tokenised identifier.
8.5 Non-payment escalation: day 7 first notice; day 14 second notice and block on activating new Programs; day 21 suspension of Programs and deactivation of Codes and Links; day 30 right to terminate under Article 12.
8.6 The Company charges no default interest. Where payment is more than fourteen (14) days late, a fixed, disclosed late fee of KWD 15.000 per invoice accrues in respect of the administrative cost of follow-up, non-recurring for the same invoice. The parties acknowledge it is subject to the court's discretion under Articles 302 and 303 of the Civil Code.
⚠️ Reviewer note (Civil Code 302–303)
8.7 Suspension for non-payment does not extinguish commission vested to a Marketer before suspension; the Company remains liable for it out of its own funds, reserving its recourse against the Merchant for the amount.
8.8 Set-off: the Company may set off sums due to and from the Merchant.
Article 9 — Data, Records and Confidentiality
9.1 The parties comply with Chapter Seven of Law No. 20 of 2014 and with the annexed Privacy Notice.
9.2 The Company retains records of this Agreement, the Programs, Conversions, Statements and payments for not less than five (5) years under Article 23 of Decree-Law 10/2026, and enables the Merchant to export them at any time within ten (10) business days of request.
9.3 The Company transfers no customer data of the Merchant to any Marketer, and creates and sells no customer lists.
9.4 Each party keeps the other's commercial information confidential during the term and for three (3) years afterwards, save for disclosures required by law or by a competent authority.
9.5 The Merchant retains ownership of its marks and materials, and grants the Company and enrolled Marketers a non-exclusive, non-assignable licence, within the State of Kuwait, to use them solely to promote its Programs and for their duration.
Article 10 — No Exclusivity, No Agency
10.1 This Agreement is non-exclusive. Each party may contract with third parties without restriction, and the Merchant may run affiliate programs with others or directly.
10.2 There is no defined territory, no minimum volume and no purchase commitment.
10.3 The Company has no authority to bind the Merchant, to represent it, or to conclude any act in its name.
10.4 The parties acknowledge that this Agreement is not a commercial agency within Law No. 13 of 2016, and its termination gives rise to no agency-termination compensation.
Article 11 — Limitation of Liability
11.1 The Company is not liable for indirect or consequential loss, loss of profit, or loss of reputation, opportunity or data.
11.2 The Company's aggregate liability for any and all claims arising from this Agreement is limited to the total platform fees (items 1 to 8 of the fee schedule, excluding commissions purchased) actually paid by the Merchant in the twelve (12) months preceding the event giving rise to the claim.
11.3 This limitation does not apply to fraud, gross fault, or any liability that may not lawfully be limited.
11.4 The Company is not liable for: failure of third-party systems, payment gateways or social platforms; the accuracy of data reported by the Merchant; content published by a Marketer in breach of the Program Terms after the Company has exercised due care; or the Merchant's legal position before any regulator.
11.5 The Merchant indemnifies the Company against third-party claims arising from its products, advertising content or data, or from its breach of Article 4.
Article 12 — Term and Termination
12.1 This Agreement takes effect on electronic acceptance and continues for an indefinite term. There is no minimum term and no renewal commitment.
12.2 Either party may terminate on fourteen (14) days' written notice without cause.
12.3 The Company may terminate immediately in the cases in Article 11.1 of the Platform Terms of Use, or on continued non-payment after day 30.
12.4 Effects of termination: Codes and Links are deactivated on the effective date; Conversions recorded before it continue to be administered to the end of their Vesting Period; a closing invoice issues within fifteen (15) days of the end of the last Vesting Period; fees accrued for services performed are non-refundable, including activation fees.
12.5 The Merchant remains bound by its own retention duty under Article 23 of Decree-Law 10/2026 and may request export within sixty (60) days of termination.
Article 13 — General
13.1 Entire agreement: this Agreement and its documents constitute the entire agreement on its subject matter, superseding prior understandings.
13.2 Assignment: the Merchant may not assign without written consent. The Company may assign to a universal or particular successor on notice.
13.3 Force majeure: performance of the affected obligation — other than payment for services performed — is suspended for the duration of the foreign cause; either party may terminate if it exceeds sixty (60) days.
13.4 Law and jurisdiction: the law of the State of Kuwait applies and the courts of the State of Kuwait have exclusive jurisdiction, without prejudice to recourse to the dispute committee under Articles 36 to 38 of Decree-Law 10/2026.
13.5 Language: this Agreement is made in Arabic; an English translation may be made available for convenience only. In the event of any difference or conflict in meaning between the two texts, the Arabic text alone prevails and is the governing text.
13.6 Electronic acceptance: this Agreement is concluded by clicking the acceptance button coupled with the one-time code, under Law No. 20 of 2014 and Article 13 of the Platform Terms of Use.
Electronic Signature Block
| Field | Company | Merchant | |---|---|---| | Name | [●] Company W.L.L. | [●] | | Capacity | [●] | [●] | | Version | v1.0-draft | v1.0-draft | | Document hash | [●] | [●] | | Acceptance timestamp (UTC) | [●] | [●] | | IP address / OTP | [●] | [●] |
End of document 02 — v1.0-draft — 2026-08-23