Terms and Conditions

PLEASE READ THESE TERMS CAREFULLY. This Agreement governs your use of the Fortis Software and Services. By executing an Order Form referencing these Terms, or by accessing or using the Services (including any Free Trial), you agree to be bound by this Agreement.

This Terms and Conditions document (the "Terms"), together with the applicable Order Form and any documents referenced herein (including the Fortis Data Privacy Notice), forms a legally binding agreement (the "Agreement") between:

Fortis MENA Digital Solutions LLC, a company incorporated and registered in the United Arab Emirates, with its registered office as specified in the applicable Order Form, and with company registration number 1376626 (together with its Affiliates that perform obligations or provide services under this Agreement, "Fortis," "we," "us," or "our"; provided that Fortis MENA Digital Solutions LLC remains the contracting party responsible for this Agreement unless a different Fortis Affiliate is expressly named as the contracting party on the applicable Order Form), and

The entity identified as the customer in the applicable Order Form ("Customer," "you," or "your").

If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this Agreement. If you do not have such authority, or if you do not agree with these Terms, you must not accept this Agreement and may not use the Services.

KEY TERMS AT A GLANCE

This summary is for convenience only and does not replace the full Terms below, which shall take precedence in the event of any conflicts.

1. DEFINITIONS

Capitalized terms used herein shall have the meanings set forth below or as defined elsewhere in this Agreement:

"Account" means the online account created by or for the Customer to access and manage the Services.

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

"Agreement" means these Terms, together with any applicable Order Form(s) and documents incorporated by reference (like the Data Privacy Notice).

"Confidential Information" means all information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Fortis Confidential Information includes the Software and Fortis Property; Customer Confidential Information includes Customer Data. Exclusions include information that is: (a) publicly known without breach of this Agreement; (b) known to the Receiving Party prior to disclosure; (c) received from a third party without breach of any obligation owed to the Disclosing Party; or (d) independently developed by the Receiving Party.

"Customer Data" means all electronic data, information, or material submitted by or for the Customer to the Software or collected and processed by or for the Customer using the Services, excluding Fortis Property.

"Data Privacy Notice" means Fortis's data privacy notice applicable to the use of the Services and Website (www.wefortis.com), available at Fortis Privacy Notice, as updated from time to time.

"Documentation" means the official user guides, manuals, and technical documentation relating to the Services provided by Fortis.

"Fees" means the subscription fees and any other charges specified in the applicable Order Form payable by the Customer to Fortis.

"Fortis Property" means the Software, Documentation, Fortis's technology, platforms, know-how, methodologies, algorithms, usage metrics related to the Services, feedback provided by the Customer, and all associated Intellectual Property Rights.

"Free Trial" means temporary access to the Services provided by Fortis free of charge for evaluation purposes, as may be specified in an Order Form or separate trial agreement.

"Initial Term" means the initial duration of the paid subscription specified in the applicable Order Form.

"Intellectual Property Rights" means patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

"Order Form" means the Fortis ordering document(s) or online order executed by both parties or confirmed by Fortis (including any issued for a Renewal Term) that specify the Services purchased, the Subscription Term, the applicable Usage Metric(s) and quantities, Fees, payment terms, and other commercial details, incorporating these Terms by reference.

"Personal Data" means any information relating to an identified or identifiable natural person, as defined under applicable UAE data protection laws.

"POS Device" means a specific point-of-sale terminal or computing device. If the Usage Metric specified in the Order Form is "per POS Device", this term defines the licensed unit.

"Renewal Term" means each subsequent renewal period of the paid subscription following the Initial Term or a previous Renewal Term.

“Service” means the Software and all associated services and add-ons as detailed within the Order Form, including but not limited to the Loyalty Program, Table Pay, and POS Device.

"Software" means the Fortis point-of-sale (POS) and customer relationship management (CRM) software platform provided as a service, including any related components, APIs, updates, and modifications made available by Fortis under this Agreement. For clarity, any new or additional module, feature, or product that Fortis makes available for a separate fee (as identified in the applicable Order Form or Fortis's then-current price list) does not form part of the Software unless and until the Customer purchases it.

"Subscription Term" means the Initial Term together with all Renewal Terms during which the Customer is authorized to use the Services under a paid subscription.

"Taxes" means any taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes, assessable by any jurisdiction.

"Usage Metric(s)" means the unit(s) by which the Software license is measured, quantified, and limited, as explicitly defined in the applicable Order Form (e.g., per POS Device, per named user, per concurrent user, per location, per transaction volume, etc.).
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2.LICENSE GRANT AND USE OF SERVICES

1. License Grant: Conditioned upon compliance with this Agreement and payment of all applicable Fees, Fortis grants the Customer a limited, non-exclusive, non-transferable (except as permitted in Section 17.4), non-sublicensable license, granted for the Subscription Term and subject to suspension and termination as set out in this Agreement (or Free Trial period) to access and use the Services solely for the Customer's internal business operations, strictly in accordance with the Documentation and the Usage Metrics specified in the applicable Order Form.
2. License Scope and Usage Limits: The Customer's access and use of the Services is limited to the scope, quantities, and Usage Metrics specified in the applicable Order Form. Usage exceeding these limits may require the purchase of additional license capacity and incur additional Fees.
3. Free Trial: If Fortis provides a Free Trial, the Customer may use the Services solely for internal evaluation purposes during the specified trial period, subject to the terms of this Agreement. Free Trials are provided "AS IS" without warranty or support. Data entered during a Free Trial may be permanently deleted unless a paid subscription is purchased before the trial ends. Fortis may terminate a Free Trial at any time for any reason.
4. Use Restrictions: The Customer shall not, directly or indirectly, and shall not permit any third party to: (a) sublicense, sell, resell, rent, lease, distribute, market, or otherwise commercially exploit the Services or make it available to anyone other than authorized users within the defined scope; (b) use the Services in violation of applicable laws or regulations; (c) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services; (d) modify, translate, or create derivative works based on the Services; (e) remove or obscure any proprietary notices or labels on the Services or Documentation; (f) use the Services to build a competitive product or service; (g) interfere with or disrupt the integrity or performance of the Services or its infrastructure; or (h) attempt to gain unauthorized access to the Services or its related systems or networks.
5. Usage Verification: Fortis may, no more than once per contract year and on at least fourteen (14) days' prior written notice, request that the Customer confirm its then-current usage against the Usage Metrics purchased (e.g., number of active POS Devices or users), including by way of a self-certified report or remote usage data already available to Fortis within the Software. If verification shows usage in excess of the licensed Usage Metrics, the Customer shall purchase the additional capacity required, backdated to the start of the excess usage, at the Fees set out in the applicable Order Form or Fortis's then-current list price.
6. Setup and Configuration: Fortis will perform the initial setup and configuration in respect of the relevant Services as per the Customer’s requirements.

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3. ACCOUNT MANAGEMENT & SECURITY

1. Account Registration: The Customer must provide accurate, current, and complete information during the Account registration process and keep its Account information updated.
2. Customer Responsibilities: The Customer is responsible for: (a) maintaining the confidentiality of its Account credentials; (b) all activities that occur under its Account(s); (c) ensuring its users comply with this Agreement; (d) promptly notifying Fortis of any unauthorized use or security breach related to its Account. Fortis is not liable for losses caused by the Customer's failure to maintain the security of its Account credentials.
3. Security Suspension: Notwithstanding Section 4.4, Fortis may suspend access to the Services, in whole or in part, without prior notice where Fortis reasonably believes such action is necessary to (a) prevent unauthorized access to, or compromise of, the Services or any customer's data, or (b) address a security vulnerability, suspected fraud, or a violation of Section 2.4 (Use Restrictions). Fortis will give notice as promptly as reasonably practicable and will restore access once the issue giving rise to the suspension has been resolved.
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4. FEES AND PAYMENT

1. Fees: The Customer shall pay all Fees specified in the relevant Order Form(s). Fees are based on subscriptions purchased according to the Usage Metrics, not actual usage, and are non-refundable except as expressly provided herein. Subscription quantities purchased cannot be decreased during the Subscription Term. The Customer may reduce its Usage Metric quantities with effect from the start of the next Renewal Term by giving Fortis written notice at least thirty (30) days before that Renewal Term begins; quantities may not be decreased during the Initial Term or any Renewal Term already underway.
2. Invoicing and Payment: Fees will be invoiced in advance and otherwise in accordance with the applicable Order Form. Unless otherwise stated, invoiced amounts are due net thirty (30) days from the invoice date. The Customer is responsible for providing complete and accurate billing and contact information and notifying Fortis of any changes.
3. Late Payments: Overdue Fees may accrue late interest at the rate of 1.5% per month (calculated as reasonable compensation for late payment and not as a penalty, consistent with Federal Decree-Law No. 50/2022 on the Regulation of Commercial Transactions) or the maximum rate permitted by law, whichever is lower.
4. Suspension for Non-Payment: If Fees are overdue by more than 15 calendar days, Fortis may, after providing at least 7 calendar days' prior written notice, suspend the Customer's access to the Services until all overdue amounts are paid in full.
5. Taxes: Fees are exclusive of Taxes. The Customer is responsible for paying all Taxes associated with its purchases. If Fortis is legally obligated to pay or collect Taxes for which the Customer is responsible, the amount will be invoiced to and paid by the Customer, unless the Customer provides a valid tax exemption certificate. If withholding Taxes are required by law, Customer will pay such additional amounts as necessary so that the net amount received by Fortis equals the Fees otherwise payable.
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5. TERM, RENEWAL, AND TERMINATION

1. Initial Subscription Term: The Initial Term of the paid subscription is specified in the Order Form.
2. Renewal Following Free Trial: If the Customer starts with a Free Trial, the Agreement shall convert into a paid subscription for an Initial Term (as defined in the corresponding Order Form, or if not specified, for one year) upon the expiration of the Free Trial period. Fortis will notify the Customer of the upcoming conversion, and either Party may give the other written notice of non-renewal. Fortis will send the Customer a reminder at least seven (7) days before the Free Trial ends, identifying the applicable Fees and explaining how the Customer may decline the paid subscription. Such renewal is subject to the Fees specified in the Order Form or Fortis's then-current list prices.
3. Renewal of Paid Subscription Term: Following the Initial Term or any Renewal Term, the applicable Services subscription under this Agreement shall renew for a subsequent period equal to the preceding term (each a "Renewal Term"). Fortis will provide the Customer with prior written notice at least thirty (30) days before the start date of such Renewal Term, specifying the Fees applicable to that Renewal Term. The Customer may prevent renewal by giving Fortis written notice of non-renewal at least fifteen (15) days before the start date of the Renewal Term. Any renewal shall be at the then-applicable list price or the Fee quoted by Fortis for such Renewal Term, unless the Customer has separately agreed to a different Fee in the applicable Order Form. If Fortis proposes an increase beyond this limit, the Customer may terminate the Agreement effective at the end of the then-current term by giving notice within the fifteen (15) day period referred to above, without further liability other than for Fees already accrued. The Initial Term and all Renewal Terms are collectively the "Subscription Term".
4. Termination for Cause: Either party may terminate this Agreement for cause: (a) upon thirty (30) days' written notice of a material breach occurring if such breach remains uncured at the expiration of such period; or (b) immediately if the other party becomes insolvent, files for bankruptcy, or undergoes a similar proceeding. Fortis may also terminate for cause if Fees remain unpaid 30 calendar days after the due date. This right is in addition to, and does not limit, Fortis's right to suspend access for non-payment under Section 4.4.
5. Effect of Termination: Upon termination or expiration: (a) all licenses granted hereunder terminate immediately; (b) the Customer must cease all use of the Services; (c) the Customer must pay any unpaid Fees accrued prior to termination; (d) each party will, upon request, return or destroy the other's Confidential Information. Fortis may delete Customer Data according to its data retention policies after termination. Before doing so, Fortis will make Customer Data available for export by the Customer, in a common machine-readable format, for a period of thirty (30) days following termination or expiration, provided the Customer requests such export within that period and has paid all Fees due as of the termination date.
6. Survival: Sections 1, 4, 5.5, 5.6, 9, 10, 11, 12.2, 13, 14, and 15 shall survive termination or expiration of this Agreement.
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6. REFUND POLICY

1. The Customer shall have the right to cancel an Order Form within seven (7) days of signing. The right to a refund will cease upon expiry of the seven-day period.
2. To request a refund, the Customer must send its request in writing to onboarding@fortis.world along with the following information: (i) the name of the business, (ii) the Customer’s main point of contact, (iii) the Services of which you would like a refund, (iv) the cancellation reason.
3. Any possible refund will only apply to costs associated with software licenses. No refund will be possible for hardware and professional services, including but not limited to training and implementation-related costs. Nevertheless, if you wish to cancel the Order Form before the hardware is delivered to you, We may consider refunding the full amount (including the hardware), only on an exceptional basis and in our sole discretion.
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7. SERVICE AVAILABILITY AND SUPPORT

1. Availability: Fortis will use commercially reasonable efforts to make the Services available 24/7, except for: (a) planned downtime (with advance notice where practicable); (b) emergency maintenance; or (c) unavailability caused by factors beyond Fortis's reasonable control (Force Majeure Events, see Section 17.9).
2. Fortis provides standard technical support during the following hours: Monday to Sunday 9 AM - 6 PM UAE via designated channels (support@fortis.world and dedicated chat by logging on the merchant Admin panel Help Center (https://support.wefortis.com/hc/en-us)  and Whatsapp at +971 50-213-4201. Response time targets may be communicated but are not guaranteed unless specified in a separate Service Level Agreement (SLA), if purchased. Support is available all days of the week addressing all Fortis-related issues. Support excludes issues arising from the Customer's misuse or non-Fortis systems.
3. Downtime Disclaimer: The Customer acknowledges potential interruptions and agrees Fortis is not liable for losses resulting from downtime, except as expressly provided in an applicable SLA.
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8. CUSTOMER DATA AND RESPONSIBILITIES

1. Customer Data Ownership: The Customer retains all ownership rights in and to Customer Data.
2. License to Fortis: The Customer grants Fortis and its Affiliates a worldwide, limited-term, royalty-free license to host, copy, transmit, display, and process Customer Data, and to sublicense these rights to its third-party service providers, solely as necessary to provide, maintain, and improve the Services and related services in accordance with this Agreement and the Data Privacy Notice. The Customer further grants Fortis a worldwide, perpetual, royalty-free license to compile, aggregate, and de-identify Customer Data (such that it no longer identifies the Customer, its End-Customers, or any natural person) and to use such aggregated, de-identified data for benchmarking, analytics, and improving and developing Fortis's products and services, including through machine learning and artificial intelligence, provided that Fortis does not disclose such data in a form that identifies the Customer as its source without the Customer's consent.
3. Customer Responsibilities: The Customer is solely responsible for: (a) the accuracy, quality, legality, and integrity of Customer Data; (b) ensuring Customer Data and its use of the Services comply with all applicable laws, regulations (including data privacy laws), and third-party rights; (c) obtaining all necessary consents and permissions for Fortis to process Customer Data as contemplated herein; (d) implementing and maintaining backups of Customer Data. For the purposes of applicable data protection law, the parties acknowledge that, as between them, the Customer is the data controller and Fortis is a data processor in respect of Personal Data within Customer Data, and Fortis will process such Personal Data only as necessary to provide the Services and in accordance with the Privacy Policy.
4. Branding Assets: The Customer will provide Fortis with all necessary branding materials (logos, colour schemes, etc.) in the required format to allow Fortis to carry out the customisation of the Services, per the specifications of the Customer.
5. Management: The Customer is solely responsible for managing the use of the Services provided by Fortis.
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9. DATA PRIVACY

1. Fortis's handling of Personal Data is described in the Data Privacy Notice at https://www.wefortis.com/legal/privacy-policy  
2. Both parties agree to comply with applicable data protection laws, including the UAE PDPL, concerning the processing of Personal Data under this Agreement. The Customer confirms it has the necessary rights to permit Fortis to process Personal Data contained within Customer Data according to this Agreement.
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10. INTELLECTUAL PROPERTY RIGHTS

1. Fortis Property: Fortis owns all right, title, and interest, including all Intellectual Property Rights, in and to the Fortis Property. No rights are granted to the Customer hereunder other than the limited license expressly set forth in Section 2.1.
2. Feedback: If the Customer provides any suggestions, ideas, enhancement requests, or other feedback ("Feedback") to Fortis, the Customer grants Fortis a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use, incorporate, and exploit such Feedback for any purpose without restriction or obligation.
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11. CONFIDENTIALITY

1. Obligation: Each Receiving Party agrees to: (a) protect the Disclosing Party's Confidential Information using the same degree of care it uses for its own similar information (but no less than reasonable care); (b) not use Confidential Information for any purpose outside the scope of this Agreement; (c) limit access to Confidential Information to its employees, contractors, and agents who need access for purposes consistent with this Agreement and are bound by confidentiality obligations no less restrictive  than those herein.
2. Compelled Disclosure: A Receiving Party may disclose Confidential Information if legally compelled, provided it gives the Disclosing Party prior notice (where legally permitted) and reasonable assistance, at the Disclosing Party's cost, to contest or limit the disclosure.
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12. WARRANTIES AND DISCLAIMERS

1. Mutual Warranties: Each party warrants it has the legal power and authority to enter into this Agreement.
2. DISCLAIMERS: EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, FORTIS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. FORTIS DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, SECURE, OR MEET THE CUSTOMER'S REQUIREMENTS, OR THAT DATA WILL BE ACCURATE OR RELIABLE. THE CUSTOMER ACKNOWLEDGES THAT FORTIS DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH FACILITIES.
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13. INDEMNIFICATION

1. By Fortis: Fortis will defend the Customer against third-party claims alleging that the Customer's use of the Services (as permitted herein) infringes a UAE-registered patent or copyright and will pay damages finally awarded or settlement amounts approved by Fortis. This obligation does not apply if the claim arises from: (a) use in combination with non-Fortis products/services; (b) modifications not made by Fortis; (c) the Customer's breach of this Agreement; (d) use of a non-current version if infringement could be avoided by using the current version. If an infringement claim occurs, Fortis may (at its option): (i) procure the right for the Customer to continue using the Services; (ii) replace or modify it to be non-infringing; or (iii) terminate the subscription and refund prepaid, unused Fees.
2. By Customer: The Customer will defend Fortis against third-party claims arising from: (a) Customer Data (including infringement or privacy violations); (b) the Customer's use of the Services in violation of this Agreement or applicable law; or (c) the Customer's products or services offered using the Services. The Customer will pay damages finally awarded or settlement amounts approved by the Customer.
3. Procedure: The indemnified party must promptly notify the indemnifying party of the claim, grant sole control over defence and settlement, and provide reasonable cooperation. The indemnifying party's counsel for the defence must be reasonably competent and free of material conflicts of interest, the indemnified party may participate in the defence with its own counsel at its own expense, and the indemnifying party shall not settle any claim in a manner that admits fault by, or imposes any non-monetary obligation on, the indemnified party without the indemnified party's prior written consent (not to be unreasonably withheld).
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14. LIMITATION OF LIABILITY

1. EXCLUSION OF INDIRECT DAMAGES: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS, REVENUE, GOODWILL, OR DATA, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2. LIMITATION OF DIRECT DAMAGES: EXCEPT FOR THE CUSTOMER'S PAYMENT OBLIGATIONS, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE CUSTOMER TO FORTIS UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
3. EXCLUSIONS: THE LIMITATIONS IN SECTIONS 14.1 AND 14.2 SHALL NOT APPLY TO: (a) THE CUSTOMER'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 13.2; (b) LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (c) LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE; (d) LIABILITY FOR FRAUD OR FRAUDULENT MISREPRESENTATION; (e) A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 11; OR (f) ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW. NOTWITHSTANDING SECTION 14.2, FORTIS'S AGGREGATE LIABILITY UNDER ITS INDEMNIFICATION OBLIGATIONS IN SECTION 13.1, AND EACH PARTY'S AGGREGATE LIABILITY FOR BREACH OF SECTION 11 (CONFIDENTIALITY), SHALL NOT EXCEED TWO (2) TIMES THE TOTAL FEES PAID OR PAYABLE BY THE CUSTOMER TO FORTIS UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
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15. THIRD-PARTY PAYMENT PROVIDER DEPENDENCIES &REQUIREMENTS

1. Acknowledgement of Dependency: The Customer acknowledges and agrees that certain features or functionalities of the Services, particularly those enabling or related to the processing of electronic payments, payment acceptance, transaction settlement, or related financial services ("Payment Features"), may integrate with, rely upon, or require access to systems, networks, applications, or services provided by independent third-party payment service providers, payment gateways, acquiring banks, or similar financial institutions (collectively, "PSPs").
2. PSP Terms and Compliance: Access to and continuous use of such Payment Features through the Services is strictly contingent upon the Customer: (a) Establishing and maintaining, where necessary, a direct contractual relationship, account, and good standing with the relevant PSP(s) chosen or required for the desired Payment Features; and (b) Fully adhering to all applicable agreements, terms of service, policies, operational procedures, technical requirements, and compliance mandates imposed by such PSP(s).
3. PSP Onboarding and Verification: The Customer understands that compliance with PSP requirements typically includes, without limitation, undergoing and successfully completing mandatory verification processes such as Know Your Customer (KYC), Know Your Business (KYB), Anti-Money Laundering (AML) checks, business underwriting reviews, security assessments, and any other onboarding or ongoing due diligence procedures required by the PSP, its partners, or applicable financial laws and regulations.
4. Customer Responsibility & Fortis Disclaimer: The Customer is solely responsible for understanding, agreeing to, and complying with all requirements of its chosen or required PSP(s). Fortis is not a party to any agreement between the Customer and any PSP. Fortis makes no representations, warranties, or endorsements regarding any PSP or its services and expressly disclaims all liability and responsibility for the acts, omissions, performance, availability, security, compliance processes, fees, or data handling practices of any PSP. Any issues related solely to the PSP's services or requirements must be resolved directly between the Customer and the PSP.
5. Impact of Non-Compliance: Failure by the Customer to establish or maintain its necessary relationship(s) with PSPs, or failure to comply with any PSP requirements (including onboarding, compliance, or technical mandates), may prevent or disrupt the Customer's ability to access or utilize the related Payment Features within the Software. Fortis shall have no liability whatsoever for any inability of the Customer to use Payment Features due to such circumstances originating from the PSP or the Customer's non-compliance with PSP requirements.
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16. OTHER THIRD-PARTY INTEGRATIONS

The Customer acknowledges that the Services may contain features or functionalities that integrate with or rely on third-party platforms or services (e.g., for loyalty programs). The Customer's use of these integrated features constitutes its consent to the transmission of Customer Data to such third parties as required for the features to operate. Fortis is not responsible for the data handling practices, performance, or availability of any such third-party services. Any issues arising from a third-party service must be resolved directly between the Customer and the applicable third-party provider.
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17. GENERAL PROVISIONS

1. Governing Law & Jurisdiction: This Agreement is governed by the Federal Laws of the United Arab Emirates as applied in the Emirate of Dubai. The parties irrevocably submit to the exclusive jurisdiction of the Courts of Dubai, UAE for any disputes arising hereunder.
2. Notices: Notices must be in writing and sent to the addresses on the Order Form (for the Customer) or to Fortis's registered address as provided on your Order Form and/or Fortis’ website with a copy to legal@fortis.world  (attn. Fortis Legal Department). Notices are deemed given upon personal delivery, five days after sending by certified mail, or one day after sending by reputable overnight courier or confirmed email (except for notices of termination or indemnity claims, which require confirmed delivery).
3. Relationship: The parties are independent contractors. Nothing herein creates a partnership, joint venture, agency, or employment relationship.
4. Assignment: Neither party may assign this Agreement without the other's prior written consent (not unreasonably withheld), except Fortis may assign it without consent to an Affiliate or in connection with a merger, acquisition, or sale of substantially all its assets.
5. Entire Agreement: This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior communications, representations, or agreements, oral or written. Any conflicting or additional terms in purchase orders or other Customer documents are void. This Agreement does not create any right enforceable by any person who is not a party to it (including any End-Customer), except as expressly stated in any applicable Supplementary Terms.
6. Amendments: Subject to the Customer's right to decline auto-renewal under Section 5.3, Fortis may unilaterally amend these Terms by providing the Customer at least thirty (30) days' notice (e.g., via email or in-app notification) prior to the date on which they are to take effect. If the Customer objects to material changes, its sole remedy is to not renew the subscription. 
7. Waiver: No failure or delay by either party to exercise any right constitutes a waiver of that right. Waivers must be in writing.
8. Severability: If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect. The invalid provision will be modified to the extent necessary to render it enforceable while preserving the parties' original intent.
9. Force Majeure: Neither party is liable for delay or failure to perform (excluding payment obligations) due to causes beyond its reasonable control, such as acts of God, government actions, natural disasters, pandemics, cyber-attacks, or internet service failures ("Force Majeure Event").
10. Publicity: Fortis may use the Customer's name and logo in its standard marketing materials and customer lists, subject to the Customer's reasonable brand guidelines provided in writing.
11. Compliance with Laws: Each party agrees to comply with all applicable laws and regulations in its performance of this Agreement.
12. Execution: This Agreement may be executed electronically and in counterparts. Electronic signatures shall be deemed valid and binding in accordance with applicable UAE laws
13. Supplementary Terms: Fortis may offer additional modules or features (such as the Fortis Loyalty Platform) that are governed by supplementary terms specific to that module ("Supplementary Terms"). Supplementary Terms are incorporated into, and form part of, this Agreement by reference once the Customer subscribes to the relevant module via an Order Form, and shall govern, in the event of any conflict with these Terms, but solely with respect to that module.
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SCHEDULE A – Fortis Point-of-Sale Terminals

Fortis will provide the Customer with access to point-of-sale computing device supplied by Fortis under an Order Form on which the Fortis Software operates, together with its embedded firmware and software, chargers, and any accessories or peripherals identified in a corresponding Order Form (“Fortis Terminal” or “Terminal”). 

The Fortis Terminal is a computing device that runs the Software. It does not itself provide payment processing, acquiring, or settlement. Any acceptance of electronic payments through the Terminal is provided by third-party PSPs and is governed by Section 15 (Third-Party Payment Provider Dependencies) of the Terms. Where the Usage Metric in an Order Form is stated “per POS Device”, a Terminal may also constitute the licensed “POS Device” for that Software subscription.

These Supplementary Terms are incorporated into and form part of the Agreement. Except as modified here, all provisions of the Terms — including Section 4 (Fees and Payment), Section 5 (Term, Renewal and Termination), Section 12 (Warranties and Disclaimers), Section 13 (Indemnification), Section 14 (Limitation of Liability) and Section 17 (General Provisions) — apply to the Fortis Terminal and its supply.

1. Provision of the Terminal and Retention of Ownership

1. Fortis leases the Terminal(s) to the Customer for the Initial Term (and any renewal) in consideration of the one-time set-up fee and the recurring hardware fee stated in the Order Form.
2. Fortis (or its licensors) retains full legal and beneficial title to, and ownership of, each Terminal, its firmware and embedded software at all times. The Customer acquires only a limited right to possess and use the Terminal in accordance with the Agreement, and acquires no title, proprietary or ownership interest in it. Nothing in this Order Form operates as a sale of the Terminal.
3. The Customer shall not, and shall not permit any third party to: (a) sell, lease, sub-let, lend, assign, transfer, or otherwise dispose of or part with possession of the Terminal; (b) pledge, charge, mortgage, or create or allow to subsist any lien, security interest, or other encumbrance over the Terminal; (c) remove, deface, or obscure any serial number, asset tag, ownership label, or proprietary notice; or (d) hold out or represent that it owns the Terminal. The Customer holds each Terminal as bailee for Fortis.
4. The Customer shall keep each Terminal free from any distress, execution, attachment, or other legal process, and shall immediately notify Fortis in writing if any third party asserts or takes any such step, or any claim of ownership, against a Terminal, and shall take reasonable steps (at Fortis’s reasonable request) to give notice of Fortis’s ownership.
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2. Fees

1. A one-time, non-refundable set-up fee (as stated in the Order Form) is payable in respect of provisioning, configuration, and delivery of the Terminal(s), and is due on the earlier of delivery or the first invoice date.
2. The recurring hardware fee stated in the Order Form is payable throughout the Term and is invoiced and paid in accordance with Section 4 of the Terms.
3. The Customer may be requested to pay the refundable security deposit stated in the Order Form prior to delivery. Fortis may apply or set off the deposit against any amounts due for loss of, damage to (beyond fair wear and tear), or non-return of a Terminal, or any other amount owed under the Agreement. Any unapplied balance is refunded, without interest, within 30 days after the Terminal is returned in acceptable condition.
4. All fees are exclusive of Taxes, which are payable by the Customer in accordance with Section 4.5 of the Terms. Fees for the Terminal are non-refundable except as expressly stated.

3. Delivery, Installation and Acceptance

1. Fortis will deliver or make available the Terminal(s) by the method and target date in the Order Form. Delivery dates are estimates and time is not of the essence.
2. The Customer shall inspect each Terminal on delivery. Unless the Customer notifies Fortis in writing of a visible defect, shortage, or non-conformity within five (5) business days of delivery, the Terminal is deemed accepted. Faulty-on-arrival units notified within this period are handled under the warranty in clause 7.
3. Installation and initial configuration are performed by Fortis or a Fortis-authorised representative. The Customer shall provide a suitable operating environment, power, and network connectivity for the Terminal at the deployment location.

4. Permitted Use of the Terminal

1. The Customer shall use each Terminal solely: (a) for its own internal business operations; (b) at the deployment location(s) stated in the Order Form; (c) with the Fortis Software; and (d) in accordance with the Documentation, this Order Form, the Terms, and all applicable laws. The use restrictions in Section 2.4 of the Terms apply to the Terminal, with any reference to the Software read as including the Terminal, its firmware, and embedded software.
2. The Customer shall not, and shall not permit any third party to: (a) open, tamper with, modify, repair, or attempt to repair the Terminal, or have it serviced by anyone other than Fortis or a Fortis-authorised provider; (b) root, jailbreak, or circumvent any security, lock, or access control on the Terminal; (c) install, load, or run any software, application, or operating system on the Terminal other than as authorised by Fortis, or use the Terminal with non-Fortis software except as expressly permitted; (d) use the Terminal for any purpose other than operating the Software as a point-of-sale device; or (e) use the Terminal in a manner that damages it, compromises its security, or interferes with its intended operation.
3. The Customer shall not relocate a Terminal to any premises other than a deployment location stated in the Order Form without Fortis’s prior written consent (not to be unreasonably withheld) and, in any event, shall notify Fortis of the address at which each Terminal is kept.
4. The Customer shall comply with Fortis’s reasonable operating, safety, and care instructions, use only power supplies and accessories approved or supplied by Fortis, and permit and not interfere with firmware, security, and software updates (see clause 8).

5. Payments and Third-Party Providers

1. For the avoidance of doubt, the Terminal is a computing device running the Software and does not itself process, acquire, or settle payments. Any electronic payment acceptance is provided by third-party PSPs and is subject to Section 15 of the Terms, including the Customer’s responsibility for its PSP relationships and Fortis’s disclaimer of liability for PSPs. Any card-scheme, PCI-DSS, or similar obligations arising from the Customer’s payment acceptance are the responsibility of the Customer and its PSP(s).

6. Responsibility, Loss and Insurance

1. While title remains with Fortis at all times (clause 1.2), the Customer is responsible for loss, theft, or damage to the Terminal (other than fair wear and tear or a defect covered by the warranty in clause 7) from the time of delivery while it is in the Customer’s possession or control, until the Terminal is returned to, or collected by Fortis.
2. If a Terminal is lost, stolen, or damaged beyond economic repair while in possession of the Customer, the Customer shall promptly notify Fortis and pay the replacement / non-return charge stated in the Order Form (which the parties agree is a genuine pre-estimate of Fortis’s loss).
3. Fortis may require the Customer, at its own cost, to keep each Terminal insured for its full replacement value against loss, theft, and damage for so long as it is in the Customer’s possession, and shall provide evidence of such insurance on request.

7. Hardware Warranty and Support

1. Fortis warrants that each Terminal will be free from material defects in materials and workmanship under normal use for a period of twelve (12) months from delivery (the “Warranty Period”).
2. If a Terminal fails to conform to the warranty in clause 7.1 during the Warranty Period, Fortis will, at its option and as the Customer’s sole and exclusive remedy, repair or replace the affected Terminal (with a new or functionally equivalent refurbished unit) under its returns process. A replacement unit is warranted for the remainder of the original Warranty Period or thirty (30) days, whichever is longer.
3. The warranty does not apply to defects or damage arising from: (a) misuse, abuse, accident, or negligence; (b) use other than in accordance with the Documentation or clause 4; (c) unauthorised opening, modification, repair, or servicing; (d) use of non-approved power supplies, accessories, or consumables; (e) liquid ingress, power surge, or abnormal physical or electrical stress; or (f) external causes, fair wear and tear, or cosmetic damage not affecting function.
4. Beyond the express warranty in this clause 7, each Terminal is provided “AS IS” and “AS AVAILABLE”.
5. Support for the Terminal is provided in accordance with Section 7 of the Terms. The Customer shall cooperate with Fortis’s diagnostic and returns procedures, including returning a Terminal for inspection where reasonably required.

8. Updates, Maintenance and Remote Management

1. Fortis may remotely monitor, configure, maintain, update, and patch the Terminal’s firmware and software, and the Customer shall not disable or interfere with this functionality. Such updates may be applied automatically and may modify or enhance features.
2. Fortis may remotely suspend or disable a Terminal where reasonably necessary to address a material security risk, a breach of the Agreement, or non-payment, applying the notice provisions in Section 4.4 of the Terms to a suspension for non-payment, save where immediate action is required to protect security or comply with law.

9. Term and Return of the Terminal

1. The supply of each Terminal runs for the Initial Term stated in the Order Form and, unless otherwise stated, is commensurate with the associated Software Subscription Term (including renewals under Section 5 of the Terms).
2. On expiry or termination of the Agreement or the supply of a Terminal for any reason, the Customer shall, within fourteen (14) days: (a) cease all use of the Terminal and permit Fortis to deactivate it remotely; and (b) return each Terminal and its accessories to Fortis in good working condition (fair wear and tear excepted), at the address Fortis notifies. Return shipping and insurance during return transit are at the Customer’s cost. Alternatively, Fortis may arrange collection, and the Customer shall provide access and reasonable assistance.
3. If the Customer fails to return a Terminal within the period in clause 9.2, or returns it damaged beyond fair wear and tear, the Customer shall pay the replacement / non-return charge stated in the Order Form, which Fortis may deduct from any security deposit and invoice for any shortfall. Fortis and its representatives may, on reasonable notice and during business hours, enter the deployment location to recover a Terminal that has not been returned, to the extent permitted by law.
4. This clause 9 and clause 1 (Retention of Ownership) survive termination or expiry, together with the sections stated to survive under Section 5.6 of the Terms.

10. Liability Relating to the Terminal

1. Without limiting Section 14, Fortis is not liable for any loss, injury, or damage to the extent arising from: (a) the Customer’s misuse of, or failure to operate or maintain, the Terminal in accordance with the Documentation and clause 4; (b) unauthorised opening, modification, repair, or servicing of the Terminal; (c) the use of non-approved power supplies, accessories, or software; or (d) the operating environment or network at the deployment location.
2. Nothing in this Order Form excludes or limits any liability that cannot lawfully be excluded or limited under the laws of the UAE, including liability for death or personal injury caused by negligence and liability for fraud, consistent with Section 14.3 of the Terms.
3. The Customer’s indemnity in Section 13.2 of the Terms extends to third-party claims arising from the Customer’s possession, use, or misuse of the Terminal in breach of the Agreement or applicable law.

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SCHEDULE B – Table Pay

Fortis will provide the Customer with access to Fortis Table Pay, a digital in-venue payment solution that enables guests to view their bill and pay via QR code at the table, with optional bill splitting, tipping, and Google Review prompts (“Table Pay”).

The Service is a cloud-based, software-as-a-service (SaaS) platform, accessible to the Customer and their guests via QR code at the table, integrated with the Customer’s existing POS system (Syrve or Foodics).

The platform and any associated materials (e.g., QR codes, digital menu) will be branded with the Customer’s name and logo. The underlying third-party technology provider will not be visible to the Customer or its patrons.

Table Pay is provided on a standalone basis and does not require the use of Fortis POS Devices or backoffice software.

SCHEDULE C – Fortis Loyalty Platform

Fortis will provide the Customer with access to a standalone, white labelled Loyalty Program platform (the “Loyalty Program”). The Loyalty Program is designed to enable the Customer to create and manage a customer loyalty program for its patrons.

The Loyalty Program is a cloud-based, software-as-a-service (SaaS) platform, accessible to the Customer via a dedicated web portal (loyalty.wefortis.com).

The platform and any associated materials (e.g., loyalty cards) will be branded with the Customer’s name and logo. The underlying third-party technology provider will not be visible to the Customer or its patrons.

The Loyalty Platform is provided on a standalone basis and does not require the use of POS Devices or backoffice software.

These Supplementary Terms for the Loyalty Program (the "Loyalty Terms") govern the use of the white-label loyalty platform provided by Fortis MENA Digital Solutions LLC and/or its affiliates ("Fortis," "we," "us"). These terms apply to Customers subscribing to the Loyalty Program features via an Order Form and, where applicable, the relationship between the Customer and their End-Customers.

These Loyalty Terms are "Supplementary Terms" as referenced in the Fortis Terms and Conditions (the "Terms") and are incorporated therein by reference. In the event of a conflict between these Loyalty Terms and the Terms, these Loyalty Terms shall prevail specifically regarding the Loyalty Program.

1. The Service and Platform

1. White-Label Platform: Fortis provides the Loyalty Program powered by third-party technology providers selected by Fortis from time to time.
2. Customer Role: The Customer uses the Loyalty Program to create, manage, and distribute digital loyalty cards and rewards to their own End-Customers.
3. Third-Party Dependency: The Customer acknowledges that the Loyalty Program relies on third-party infrastructure. 
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2. Customer Obligations and Cascading Terms

1. End-Customer Agreement: The Customer is strictly required to ensure that their End-Customers accept a legally binding set of terms and a privacy notice at the point of registration (e.g., when an End-Customer clicks "Join" or "Register").
2. Mandatory Disclosures: The Customer must clearly disclose to End-Customers that: 
   
   1. The Loyalty Program is operated by the Customer, utilizing the Fortis Loyalty Platform.
   2. Personal Data will be collected and processed for the purpose of managing rewards and transaction tracking.
   3. Data may be shared with Fortis and its third-party providers to facilitate the service.
3. Compliance with UAE Law: The Customer must operate their loyalty programs in compliance with all UAE consumer protection and data laws, including the UAE Federal Decree-Law No. 45/2021 (PDPL).
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3. Data Privacy and Security

1. Data Controller Status: For the purposes of the Loyalty Program, the Customer is the primary Data Controller of End-Customer Personal Data, and Fortis acts as a Data Processor.
2. Personal Data Collected: Through the Loyalty Program, we may collect:
   
   1. Account Registration Data: Name, email, phone number.
   2. Transaction Information: Purchase details linked to rewards.
   3. Activity Data: Points earned and redeemed.
3. Marketing Consent: The Customer must obtain explicit consent before sending marketing communications to End-Customers via the Loyalty Program. Fortis shall not be liable for the Customer’s failure to obtain such consent.

4. Fees and Subscription

1. Loyalty Fees: Fees for the Loyalty Program are specified in the applicable Order Form and are subject to the payment terms in Section 4 of the Terms.
2. Usage Metrics: The license is limited to the Usage Metrics (e.g., number of active loyalty members or locations) defined in the Order Form.

5. Intellectual Property and Customization

1. Ownership: Fortis (or its licensors) retains all rights to the Loyalty Program technology. The Customer owns the branding, logos, and specific "Customer Data" uploaded to the platform.

6. Termination and Data Deletion

1. Account Closure: If a Customer or End-Customer closes their loyalty account, data will be deleted or anonymized unless required for legal compliance.
2. Effect of Termination: Upon expiration of the Customer’s subscription, access to the Loyalty Program and all associated digital loyalty cards will cease immediately. Prior to such cessation, Fortis will, on request made before expiration, make available for export a copy of the Customer’s End-Customer loyalty data (e.g., names, contact details, points balances) in a common machine-readable format, save where doing so would breach Fortis's obligations to any third-party provider or applicable law.

7. Limitation of Liability

1. Third-Party Acts: Fortis is not liable for any disputes arising directly between the Customer and its End-Customers regarding rewards, points redemption, or service quality. Any liability of Fortis arising under or in connection with these Loyalty Terms is subject to, and shall not exceed, the limitations and exclusions set out in Section 14 of the Terms.
2. Disclaimer: The Loyalty Program is provided "AS IS." We do not warrant that reward tracking will be 100% error-free or uninterrupted.

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