STAK Customer Terms of Service

Contents

1. In brief (not part of the Terms)
2. Recitals
3. 1. Parties and acceptance
4. 2. Definitions and interpretation
5. 3. Documents forming the Agreement
6. 4. Accounts, Users and access security
7. 5. Plans, Fees and payment by Pay Link
8. 6. Non-payment: Freeze, and deletion only after notice
9. 7. AI Features and AI Credits
10. 8. The Customer's responsibilities
11. 9. Connected Providers and Third-Party Services
12. 10. Availability, maintenance and service levels
13. 11. Suspension
14. 12. Customer Data, Backups and export
15. 13. Data protection and confidentiality
16. 14. Intellectual property
17. 15. Warranties and disclaimers
18. 16. Limitation of liability
19. 17. Indemnities
20. 18. Force Majeure
21. 19. Term, termination and export on termination
22. 20. Changes
23. 21. Notices and electronic communications
24. 22. Governing law and dispute resolution
25. 23. General provisions

Version: 1.2 · Published: 16 October 2026 · Effective: on acceptance for new Workspaces; for Workspaces that accepted an earlier Version, on the date STAK gives in its notice under clause 20 of the Customer Terms of Service · Governing text: English (clause 23.9 of the Customer Terms of Service)

Issued by: STAK Global, LLC, a limited liability company formed in the State of Delaware, United States of America (file number 10798493), which owns STAK (ستاك) and the Services. Contact: [email protected].

In brief (not part of the Terms)

• STAK provides its services to commercial and professional businesses. They are not offered to individual consumers. You accept these Terms on behalf of your business.
• You contract with STAK Global, LLC, wherever your Business is established (clause 1.1).
• Paid Plans are charged per back-office user. Users of the point of sale, the kitchen screen, the staff app and the driver app are free (clause 4.4).
• You can use one App for free, with no time limit. Paid Plans are paid in advance by Pay Link, and we never charge your card automatically unless you expressly opt in.
• If a STAK Invoice is not paid, your Workspace is Frozen on the eighth day, counting the Renewal Date as day 1. Freezing never deletes any data. At any time you can pay, move to the Free Plan or export your data.
• AI Features run only on AI Credits paid for in advance, so you never receive a usage bill afterwards, and an Owner can switch them off at any time (clause 7.7).
• You keep ownership of your data. You can export it at any time, and it stays available to export for 30 days after the Agreement ends.
• Your data is hosted in Germany, with copies of its Backups in Ireland. We tell you about any personal data breach affecting your data within 24 hours of learning of it where feasible, and within 48 hours at most.
• If your data is lost because of us, we restore it free of charge from the most recent Backup. If restoring fails because of us, you can claim compensation within the Liability Cap, end the affected subscription and get back what you prepaid for the remaining period. Even so, please export your data regularly.
• Our contractual liability is capped (clause 16). We remain fully liable for fraud and gross negligence, and for anything the law does not allow us to limit.
• If either side commits a material breach and does not fix it within 15 days of notice, the other side may terminate, and the Agreement then ends automatically on the date stated, without going to court (clause 19.4). Disputes are resolved by arbitration in English (clause 22).
• Your payment, WhatsApp and delivery-platform accounts belong to you and you connect them yourself. We never hold your money.

Recitals

STAK provides cloud software for running a business, covering point of sale, restaurants, online stores, inventory, invoices, accounting, human resources and payroll, bookings and more. The Customer wishes to use these services in its business on the following terms. The Parties have therefore agreed as follows. These recitals form an integral part of the Agreement.

1. Parties and acceptance

1.1 This Agreement is made between:

• the natural or legal person that owns the Business for which a Workspace is created in the Services (the "Customer", "you"); and
• STAK Global, LLC, a limited liability company formed in the State of Delaware, United States of America, which owns the Services ("STAK", "we").

The Customer's country of establishment is the one it gives when it creates the Workspace, as shown on the Plan and billing page.

1.2 The Authorised Signatory who accepts these Terms confirms that they are at least eighteen years old and are authorised to bind the Customer. If the Customer is a natural person, the Customer confirms that they have reached the age of majority and have full legal capacity under Applicable Law (in the State of Kuwait the age of majority is twenty-one full Gregorian years), or that they are lawfully authorised to manage their property and trade. The Customer is bound by the Agreement from the date of acceptance.

1.3 Acceptance is given electronically, subject to clause 20.6, in either of these ways:

• ticking the acceptance box when the Workspace is created;
• accepting an updated Version of the Terms within the Services.

For each acceptance STAK records:

• the identity of the person accepting;
• the Version;
• the date and time;
• the internet protocol (IP) address;
• the browser used to accept;
• the hash value (digital fingerprint) of the text of the accepted Version.

STAK keeps the text of every Version, in Arabic and English, in the form in which it was displayed, and gives the Customer a copy of the Version it accepted on request. The Customer may download or print the Version in force from the terms pages on the Website. Each acceptance is shown to Owners in the audit trail. The Parties agree that the acceptance record is evidence of acceptance, unless the contrary is proved, under Law No. 20 of 2014 concerning Electronic Transactions.

1.4 The Services are intended for commercial and professional businesses to use in their business. They are not offered to anyone who contracts for personal or household purposes as a consumer under Law No. 39 of 2014 on Consumer Protection. The Customer confirms that it contracts as a trader, a professional or a licensed business. It must give its commercial registration or licence number, or the equivalent in its country, before subscribing to any Paid Plan and whenever asked. This does not affect any mandatory rights Applicable Law gives the Customer.

1.5 The Customer confirms that:

• it carries on a commercial or professional activity;
• it has read these Terms and had the opportunity to study them before accepting them;
• the Services are not essential goods or utilities, and STAK is not their only provider;
• it may contract with others instead, use the Free Plan, or terminate the Agreement at any time at no cost.

2. Definitions and interpretation

2.1 The following words and expressions, wherever they appear in the Agreement, have the meanings given next to each, unless the context requires otherwise:

• Agreement: these Terms and the documents listed in clause 3.
• Services: STAK's software, Apps, the Website, application programming interfaces, and the Support provided for them, as described on the Website and in the Documentation.
• Website: stakpos.com and app.stakpos.com, the Customer's store and ordering sites at staki.co, their subdomains, and any other domain STAK names on the Website for the Services, including trystak.co and app.trystak.co while they remain in use.
• App: one of STAK's applications, such as the point of sale, Invoices or Bookings.
• Business: the Customer's commercial or professional activity as set up in the Services.
• Workspace: the Customer's environment within the Services, representing its Business and its Branches.
• Branch: each location of the Business set up in the Workspace.
• Device: each point-of-sale device, tablet or phone enrolled to a Branch in the Services.
• Account: a User's sign-in identity.
• User: any natural person whom the Customer allows to use the Services with their own sign-in identity, including Owners and Admins.
• Owner: each User who holds the owner role in the Workspace. There may be more than one Owner.
• Admin: each User who holds the admin role in the Workspace.
• Authorised Signatory: the natural person who accepts the Terms on behalf of the Customer.
• Staff Member: any User, and any person who uses a shared Device with a personal identification number (PIN).
• End Customer: the Customer's own customers, guests, patients and buyers.
• Public Pages: the online store, the ordering and booking pages, the Customer's own payment links, and any other pages the Customer publishes to its customers through the Services.
• Offline Mode: running the point of sale on the Device while the connection to the Services is lost.
• Plan: the subscription level the Customer chooses, namely the Plans named "Free", "Standard" and "Custom" as described on the Pricing Page, or any Plan STAK adds later.
• Free Plan: the Plan named Free. Paid Plan: any Plan that is not free.
• Billable User: a User who can sign in to the back office of the Workspace, such as an Owner, an Admin, a manager or an accountant. A person whose access is limited to the point of sale, the kitchen screen, the staff app, the driver app or another front-line work screen, including with a PIN on a shared Device, is not a Billable User.
• Add-on: an optional paid service added to a Plan, as listed on the Pricing Page.
• Fees: the amounts owed to STAK for Paid Plans, Add-ons and AI Credits, determined by the Pricing Page and clause 5.2.
• Pricing Page: the page on which STAK publishes its prices, on the Website or within the Services.
• Subscription Period: the monthly or annual period for which Fees are paid in advance.
• Renewal Date: the first day of each new Subscription Period.
• STAK Invoice: the invoice STAK issues to the Customer for its Fees.
• Pay Link: a secure link that STAK issues so a STAK Invoice can be paid on a payment page hosted by the payment provider STAK uses under clause 5.4. Payment links that the Customer creates for its own customers are called "the Customer's own payment links".
• Grace Period: the seven days beginning on the Renewal Date, under clause 6.1.
• Freeze: the restriction of the Workspace for non-payment of Fees under clause 6.
• Suspension: the temporary stopping of all or part of the Services, under clause 11, for reasons of breach, security or law, or at a Connected Provider's request.
• AI Features: features that use artificial intelligence models, including the "Staki" assistant and receipt reading.
• AI Credits: prepaid units that are consumed when AI Features are used.
• AI Output: the text, figures, suggestions or extracted data that AI Features produce.
• Customer Data: all data and content that the Customer or its Users put into the Services or that are created for the Customer through them, including Customer Personal Data. AI Output generated for the Customer forms part of Customer Data.
• Account Data: data about Users and the Customer that STAK processes as Controller to manage Accounts, billing and security, as set out in the Privacy Policy.
• Personal Data: any data relating to an identified or identifiable natural person.
• Aggregated Data: statistics derived from use of the Services that identify neither the Customer nor any natural person.
• Payment Service Provider: any licensed entity that processes electronic payments.
• Connected Provider: any outside party that the Customer connects to the Services through its own account with that party. Examples are Payment Service Providers, banks, WhatsApp Business, delivery platforms, couriers, and government and tax platforms.
• Third-Party Services: any product or service not provided by STAK that the Customer chooses to use or connect to the Services, including the services of Connected Providers. This does not include the Sub-processors or infrastructure providers that STAK uses to provide the Services.
• Beta Feature: any feature that STAK describes as beta, preview or experimental.
• Documentation: the help pages and guidance available within the Services.
• Confidential Information: any non-public information that one Party discloses to the other in connection with the Agreement, including Customer Data, trade secrets and security information. It does not include information that:
  • becomes public without a breach of the Agreement;
  • the recipient held before disclosure without a duty of confidentiality;
  • the recipient developed independently;
  • the recipient received from a third party without a duty of confidentiality.
• Intellectual Property Rights: copyright, trademarks, patents, trade secrets and all similar rights.
• Version: each dated edition of the Terms or of any document forming the Agreement. Effective Date: the date on which a Version takes effect.
• Applicable Law: the laws, regulations and decisions in force that apply to the Party concerned or to the use of the Services.
• Parties: STAK and the Customer; each is a "Party".
• Support: the help STAK gives Users in using the Services, as described in the Documentation.
• Business Day: any day from Monday to Friday, excluding United States federal holidays.

Expressions defined in the Service Level Agreement and the Data Processing Agreement have the meanings given there.

2.2 Interpretation rules:

• "Including" and similar words introduce examples and do not limit.
• The summary in brief is for convenience only and does not affect interpretation.
• "In writing" includes email and notices within the Services.
• Periods are counted in calendar days unless Business Days are stated, and the day of the event from which a period runs is not counted.
• Times are calculated in Coordinated Universal Time (UTC), except renewal, reminder and Freeze dates, which follow the time zone set for the Business in the Services.

3. Documents forming the Agreement

3.1 The Agreement consists of these Terms and the following documents, all of which form an integral part of it:

• (a) the Service Level Agreement;
• (b) the Data Processing Agreement;
• (c) the Acceptable Use Policy;
• (d) the prices and conditions published on the Pricing Page, and the conditions of any promotional offer the Customer chooses.

3.2 The Privacy Policy and the Security Overview are informational documents. They create no contractual obligations except to the extent that the Data Processing Agreement expressly refers to them.

3.3 If the provisions of these documents conflict, they apply in this order:

1. the Data Processing Agreement, for matters concerning Customer Personal Data, and the Service Level Agreement, for availability, maintenance and Service Credits;
2. these Terms;
3. the Acceptable Use Policy;
4. the conditions of promotional offers;
5. the Pricing Page.

4. Accounts, Users and access security

4.1 The Customer must provide true and up-to-date information about its Business and its Users. It is responsible for everything that happens through its Workspace and the Accounts and Devices belonging to it, unless caused by STAK's breach of the Agreement.

4.2 The Customer must give each User only the role and permissions their work requires, and remove without delay the access of anyone whose relationship with it ends, and not give an Account to anyone under eighteen. It must also:

• keep sign-in codes, personal identification numbers (PINs) and API keys confidential;
• switch on two-step sign-in for Owners and Admins wherever the Services offer it.

4.3 The Customer must notify STAK immediately when it learns of, or suspects, unauthorised access to any Account or Device, or the compromise of either.

4.4 Paid Plans are charged per Billable User for each Subscription Period. Users who are not Billable Users are free, whatever their number. The Free Plan has no charge for any User. If the number of Billable Users rises during a Subscription Period, STAK issues a STAK Invoice for the added Billable Users for the rest of that period, pro rata, payable under clauses 5.3 and 6. If it falls, the Fees change from the next Renewal Date. Each Plan's other limits, such as Branches, Devices, storage and messages, are shown on the Pricing Page.

5. Plans, Fees and payment by Pay Link

5.1 The Free Plan lets the Customer use one App and the related Apps it needs, with no charge for any User and with one Branch, with no time limit and within the limits shown on the Pricing Page.

5.2 Fees for Paid Plans and Add-ons are payable in advance for each Subscription Period. They follow the Pricing Page in force on the date of the order or renewal, subject to clause 20.3.

5.3 STAK does not charge Fees automatically and never stores the Customer's card details. If STAK later offers automatic renewal, it applies only with the Customer's separate, express consent, and the Payment Service Provider then stores the card details.

On each Renewal Date, STAK issues a STAK Invoice and sends the Pay Link to the Owners. The Pay Link is sent within the Services, and by WhatsApp, text message or email where those channels are available.

5.4 How STAK Invoices are paid: the Customer pays through the online reseller or payment provider shown at checkout. Where checkout shows Paddle (Paddle.com Market Limited or the Paddle company named at checkout), Paddle is STAK's online reseller and the merchant of record for that order: Paddle sells the subscription to the Customer, collects payment, issues the receipt or tax invoice, charges and pays any sales tax or value added tax due, and handles payment queries and refunds, under the buyer terms Paddle shows at checkout. Everything else in the Agreement, including the Customer's right to use the Services, remains between the Customer and STAK. Until STAK shows, within the Services and on the Pricing Page, that Paid Plans can be bought in the Customer's country, the Customer can use only the Free Plan and promotional offers, and STAK issues it no STAK Invoice.

Payment is complete only once STAK has verified it with the provider concerned.

5.5 Taxes:

• (a) Where Paddle is the merchant of record under clause 5.4, the price at checkout shows the tax Paddle charges, and Paddle accounts for it. A Customer that wants the reverse charge applied gives Paddle a valid tax registration number at checkout.
• (b) In every other case, Fees are set in the currency shown on the STAK Invoice and exclude value added tax and any similar tax or charge imposed by Applicable Law, and STAK adds such taxes to the invoice when due. In addition:
  • If the law requires the Customer to withhold any tax from amounts due to STAK, the Customer must increase its payment so that STAK receives the full amount shown on the STAK Invoice.
  • If the Customer gives a value added tax registration number, it warrants that the number is valid and accounts for the tax under the reverse-charge mechanism where that applies. It indemnifies STAK against any tax, interest or penalty arising from an invalid or missing number.
  • If the law requires the Customer to withhold tax, it must apply at source any exemption or reduction available under a double taxation agreement, and send STAK the official withholding receipt within 30 days of payment.

5.6 Promotional offers, including any upgrade linked to payment volume, are governed by their published conditions. STAK may end an offer in accordance with those conditions.

5.7 First-subscription refund: a Customer that subscribes to a Paid Plan for the first time may cancel that subscription within 14 days of the first payment. It then receives back the amount paid, less the value of AI Credits used and of Add-ons for the period they were used, and the Workspace moves to the Free Plan. This right applies only once to the same Business.

5.8 Fees paid for a Subscription Period that has started are not refundable, except:

• as set out in clauses 5.7, 7.3, 10.4, 11.4, 12.4, 15.1, 17.2, 18.4, 19.3, 19.4, 20.2, 20.4 and 23.7 of these Terms;
• under clause 8 of the Service Level Agreement;
• under clauses 6.4 and 7.5 of the Data Processing Agreement;
• where Applicable Law requires a refund.

Where Paddle was the merchant of record, Paddle pays the refund to the original payment method on STAK's instruction.

6. Non-payment: Freeze, and deletion only after notice

6.1 If a STAK Invoice is not paid on the Renewal Date, STAK gives the Customer a Grace Period of seven days, the first of which is the Renewal Date itself, as an exception to clause 2.2. It sends one reminder on day 3 and another on day 6 of the Grace Period. Non-receipt of a reminder does not affect this clause.

6.2 A Freeze is STAK's lawful withholding of its own performance until the Customer performs its obligation to pay. If the Grace Period ends without payment, the Workspace is Frozen from the eighth day, counting the Renewal Date as day 1. While Frozen:

• (a) End Customers see "temporarily unavailable" on the Public Pages, without the reason being disclosed;
• (b) access to the Workspace is limited to the Plan and billing page, where the Customer can pay, view and export STAK Invoices, and export Customer Data under clause 12.6;
• (c) transactions already in progress continue to be processed until money in the course of settlement has settled. This includes confirming payments that End Customers have already made and tracking orders already placed;
• (d) no data is deleted because of the Freeze.

6.3 The Freeze is lifted as soon as payment of the STAK Invoice is verified. The current Subscription Period then continues with its original start and end dates, and is not extended by the Freeze. If the current Subscription Period ends while the Freeze continues, the unpaid STAK Invoice is cancelled, and the Freeze is then lifted only by paying a STAK Invoice for a new Subscription Period, or by moving to the Free Plan.

At any time the Customer may move to the Free Plan instead. This cancels the unpaid STAK Invoice and lifts the Freeze. The Customer then becomes subject to the limits of the Free Plan. If the Workspace has more Branches than the Free Plan allows, the Customer chooses the Branch that stays active, and the other Branches are archived before the move, by the Customer or, during a Freeze, by STAK at the Customer's request. Data beyond the Free Plan's limits, including that of archived Branches and of Apps no longer in use, stays stored and available to export, and becomes available to view again on an upgrade to a Plan that includes it.

6.4 If the Freeze continues for 90 consecutive days without payment or a move to the Free Plan:

• STAK may notify the Customer that it is terminating the Agreement. That notice is formal notice (إعذار) to the Customer. Termination takes effect 30 days after the notice unless, before then, the Customer pays the STAK Invoice due under clause 6.3 or moves to the Free Plan;
• the export and deletion provisions of clause 19.5 then apply;
• STAK sends a further notice at least seven days before deletion.

STAK deletes Customer Data for non-payment only in accordance with this clause.

6.5 Subject to clause 16.5, STAK is not liable for the consequences of a Freeze or a termination carried out under this clause. This does not affect STAK's right to claim other amounts that fell due before then, except STAK Invoices cancelled under clause 6.3 or one left unpaid at termination under clause 6.4.

6.6 STAK may not Freeze the Workspace, suspend the Services or terminate the Agreement merely because a decision has opened preventive composition or restructuring proceedings for the Customer under the Bankruptcy Law issued by Law No. 71 of 2020. Nor may it do so for non-payment of Fees that fell due before that decision, as long as the Customer keeps paying the Fees that fall due after it. Recovery of Fees from before the decision is governed by that law.

7. AI Features and AI Credits

7.1 AI Features are available on the Plans that include them, as shown on the Pricing Page. They work only against prepaid AI Credits.

• Before each run, the Services set aside the maximum number of AI Credits the run may consume, and never deduct more than that maximum. The maximum is shown before each request a User makes to the Staki assistant, and when an automation with an AI step is set up.
• The features stop when the AI Credits run out.
• STAK never charges any Fees for AI use after the event.

7.2 AI Credits granted under a monthly Add-on expire at the end of the month for which they were granted and do not carry over to the next month. AI Credits bought as a separate pack remain valid for the period shown at purchase, which is at least 12 months from the date of purchase.

7.3 AI Credits have no cash value and cannot be transferred to another Workspace. Their value is refunded only in these two cases:

• (a) where Applicable Law requires a refund;
• (b) where STAK permanently withdraws AI Features, or the Agreement or the subscription ends for a reason not attributable to the Customer, including termination under clauses 12.4, 15.1, 17.2, 18.3, 19.3, 20.2 and 20.4 of these Terms, clause 8 of the Service Level Agreement and clauses 6.4 and 7.5 of the Data Processing Agreement, and termination by the Customer for STAK's breach under clause 19.4. STAK then refunds the value of unused AI Credits bought as separate packs.

No AI Credits are deducted for a request that is refused or cannot be carried out before it is sent to the AI model. For a request sent to the model, AI Credits are deducted according to measured use even if its result cannot be used; if use cannot be measured, the maximum set aside for it is deducted. The deduction never exceeds that maximum.

7.4 AI Output may be inaccurate or incomplete.

• The Customer must review AI Output before relying on it or sending it to anyone else.
• AI Output is not legal, tax, accounting, medical or other professional advice.
• AI Features change a record in the Workspace only after a User's express confirmation, or under an automation that an authorised User has set up and switched on.
• As between the Parties, the Customer owns AI Output to the extent the law allows, as part of Customer Data. STAK does not warrant that AI Output is unique or free of third-party rights, and similar output may be produced for others.

7.5 STAK does not use Customer Data, or Aggregated Data derived from it, to train artificial intelligence models. It does not allow the AI providers it works with to use them for that purpose either. Only the data needed to carry out a request is sent to those providers, under clause 6.6 of the Data Processing Agreement.

7.6 STAK designs AI Features so that people know when they are dealing with artificial intelligence. When the Staki assistant replies to an End Customer automatically, its first reply in each conversation says that it is an AI assistant and that the End Customer can ask for a person at any time. The Customer must not remove or hide that notice. The Customer must not use AI Features:

• to make decisions that have a legal or similarly significant effect on any person without human review; or
• for any purpose that the European Union Artificial Intelligence Act treats as prohibited or high-risk, such as screening or ranking job applicants, evaluating employees' performance, or assessing creditworthiness.

Where Applicable Law requires further disclosure of AI-generated content that the Customer publishes, the Customer makes it.

7.7 Switching AI off: an Owner can switch AI Features off for the Workspace at any time from the Staki page, and STAK can switch them off for all Workspaces at once. The switch takes effect immediately: no AI model is called, no change proposed by Staki is applied and no automatic reply to End Customers is sent. Undoing a change, rejecting a proposal and viewing records continue to work, and the rest of the Services are not affected. A change proposed by Staki is shown to the Customer in full, with the record as it is before and as it will be after, and is applied only after a User who holds the permission for that change approves it; every proposal, approval, application and undo is recorded in an audit trail that cannot be edited. Staki acts only with the permissions and Branch scope of the User who asked, and sends nothing to End Customers except replies within the rules, topics, hours and daily limit that the Customer has switched on.

8. The Customer's responsibilities

8.1 Accuracy of data and settings: without affecting STAK's obligation in clause 8.2, the Customer is responsible for the accuracy of the data and settings it enters into the Services, and for checking the results before using them. This includes:

• (a) tax data, such as value added tax rates, registration numbers, e-invoicing settings and anything submitted to tax authorities;
• (b) legal and commercial data, such as displayed prices, licences, commercial registration details and legally required disclosures;
• (c) employment and payroll data, such as wages, allowances, deductions, social-security contributions, end-of-service indemnity, leave, working hours and residency details.

8.2 The Services make their calculations from two sources:

• the rules and data the Customer configures;
• the country rule sets that STAK publishes and takes reasonable care to keep up to date.

These calculations do not replace professional advice. The Customer must review invoices, payslips, tax returns and similar documents before issuing or filing them.

8.3 Keeping a copy of the data: the Customer must export a copy of Customer Data regularly: at least once a month, and before any termination or change of Plan. The Customer also remains responsible for keeping the books and records that Applicable Law requires it to keep, for the whole of the required periods. STAK is not the party legally responsible for keeping the Customer's records.

8.4 Offline Mode: transactions recorded in Offline Mode are kept on the Device until they are synchronised. The Customer must reconnect to the internet and synchronise its Devices regularly. It must not wipe, unenrol or sign out of a Device before synchronisation is complete. STAK is not responsible for the loss of transactions that were never synchronised, unless the failure to synchronise was caused by a defect in the Services.

8.5 Compliance with law: the Customer must comply with Applicable Law in all business for which it uses the Services, including the laws on consumer protection, e-commerce, digital commerce, e-invoicing, labour, tax and data protection that apply in its country. This includes:

• registering in any register that the competent authorities require for those who carry on digital commerce;
• obtaining End Customers' prior and express consent before sending them marketing messages, and letting them unsubscribe at any time;
• complying with the Acceptable Use Policy.

8.6 Devices and connectivity: the Customer must provide the devices, equipment, printers, internet connection and supported browsers described in the Documentation, and is responsible for their security and maintenance.

9. Connected Providers and Third-Party Services

9.1 The Customer contracts with each Connected Provider under a separate contract that it makes directly with that provider, and STAK is not a party to it. That contract governs matters such as:

• whether the provider accepts the Customer;
• the provider's fees and commissions;
• chargebacks and disputed transactions;
• holds on funds;
• settlement times;
• acceptance of orders.

9.2 STAK never receives, holds or transfers the funds of the Customer or of its End Customers. Payments settle directly from the Payment Service Provider to the Customer's own settlement bank account. STAK does not collect payments on behalf of others, issue or provide electronic payment instruments, issue or store electronic money, or operate a payment system. Card-entry and checkout pages, card acceptance terminals and tap-to-phone payment apps are provided by the Customer's Payment Service Provider, which is responsible for its own regulatory registration and licensing. The Customer's own payment links are Public Pages that show the amount requested and send the End Customer to that provider's payment page; no card details are entered on them and no funds pass through them. The Services only let the Customer send instructions to its accounts with providers and record the results.

STAK may receive a referral fee or a share of fees from some Payment Service Providers. Any such amount is paid out of the provider's own revenue and does not increase the fees the Customer agrees with the provider. On request, STAK tells the Customer whether it receives such a fee from the Customer's provider.

9.3 The Customer authorises STAK to use the connection details the Customer creates in its own accounts with Connected Providers, such as API keys, which the Customer may restrict or revoke at any time. STAK uses them only to carry out the actions offered in the Services. For the Customer's accounts with Payment Service Providers, those actions are limited to:

• creating payment requests in which the Customer is the payee;
• charging cards that End Customers have saved with the Payment Service Provider, for the purposes they agreed to on the payment page and under the rules the Customer sets;
• issuing refunds that the Customer approves or sets as a rule;
• reading transaction status.

STAK never initiates a payment from any bank account, and never decides on its own to make a payment or a refund. This authorisation covers only the technical execution of the Customer's instructions and does not make STAK the Customer's agent for dealing with its funds. STAK stores the connection details encrypted.

9.4 Subject to clause 16.5, STAK is not responsible for Third-Party Services, or for their decisions, outages, or changes to their terms, interfaces or prices. This includes:

• (a) decisions of Payment Service Providers and banks to accept the Customer, hold its funds, delay settlement or reverse payments;
• (b) decisions of Meta about WhatsApp Business accounts, message templates and their prices, and restrictions on numbers;
• (c) decisions of delivery platforms and couriers about orders, menus, commissions and delivery;
• (d) the availability of government and tax platforms, and whether they accept or reject submissions.

STAK takes reasonable care to restore a connection affected by a change on the provider's side.

9.5 Within the Services, each service that depends on the Customer's country or on a provider's approval shows its status, for example not connected, setup incomplete, pending approval, active, blocked, or not available in the Customer's country. STAK does not guarantee that any of these services is available in a particular country.

10. Availability, maintenance and service levels

10.1 STAK takes reasonable care to make the Services available around the clock, in accordance with the Service Level Agreement. That agreement sets out the target availability for the Paid Plans, how it is measured, the Scheduled Maintenance windows and the Service Credits.

10.2 STAK carries out Scheduled Maintenance after notifying the Customer, within the window and limits set in the Service Level Agreement. It may carry out Emergency Maintenance without prior notice where the security or integrity of the Services requires it.

10.3 The Service Level Agreement does not apply to the Free Plan or to Beta Features. The Free Plan is provided as available.

10.4 Service Credits under the Service Level Agreement are agreed compensation for not meeting the target availability, and STAK applies them without any claim being needed, under clause 7 of the Service Level Agreement. They, together with the Customer's right to terminate the affected subscription and receive a refund of Fees prepaid for the remaining period under clause 8 of the Service Level Agreement, are all the Customer is entitled to for that failure, except in the cases in clause 16.5.

11. Suspension

11.1 STAK may suspend all or part of the Services, or any User, Device or Public Page, in the following cases. It gives prior notice under clause 11.2, or acts without prior notice in urgent cases:

• (a) if the Customer commits a serious breach of the Acceptable Use Policy;
• (b) if there is a serious risk to the security of the Services or to the integrity of others' data;
• (c) if there is a reasonable suspicion of fraud or unlawful use;
• (d) if Applicable Law or an order of a competent authority requires it;
• (e) if a Connected Provider requests it, within the scope of the service connected to that provider.

11.2 Except in urgent cases, STAK notifies the Customer first and gives it a reasonable period to remedy the cause of the Suspension. STAK limits a Suspension to the scope needed and the shortest time possible, and lifts it as soon as its cause has gone.

11.3 During a Suspension the Customer can still export its data, unless the law or an order of a competent authority prevents it.

11.4 If the cause of a Suspension is not attributable to the Customer, no Fees are due for the period of the Suspension, to the extent of its scope. Their value is deducted from the next STAK Invoice or credited by a credit note.

12. Customer Data, Backups and export

12.1 The Customer keeps all its rights in Customer Data. It grants STAK a non-exclusive licence to process Customer Data to the extent needed to:

• provide, secure and support the Services;
• carry out the Customer's instructions;
• comply with Applicable Law.

The licence lasts for the term of the Agreement and until deletion is complete and Backups have expired under clause 19.5.

12.2 STAK may create Aggregated Data and use it to improve the Services and to produce statistics. STAK may not sell Customer Data or use it for advertising.

12.3 STAK keeps automated Backups of its databases that allow point-in-time recovery, with copies stored in a separate geographic location, as described in clause 12.3 and Annex 2 of the Data Processing Agreement. STAK keeps Backups for service continuity and recovery, not as an archive for the Customer.

12.4 Loss of data: if Customer Data is lost or corrupted for a reason attributable to STAK or to the Services:

• STAK must take reasonable care to restore the lost or corrupted data, free of charge, from the most recent available Backup it holds, including uploaded files to the extent the Backups contain them;
• if restoration fails in whole or in part for a reason attributable to STAK, the Customer may claim compensation for direct loss within the Liability Cap, and may terminate the affected subscription and receive a refund of Fees prepaid for the remaining period.

In assessing compensation, account is taken of how far the Customer complied with clause 8.3. The above is all the Customer is entitled to for the loss or corruption of data, except in the case of fraud or gross negligence by STAK.

12.5 Subject to clause 16.5, STAK is not responsible for:

• data that the Customer or its Users delete or change;
• deleted data whose retention period in the recycle bin, as shown in the Services for each deleted record, has ended;
• the unsynchronised transactions referred to in clause 8.4;
• data changed by a Connected Provider.

12.6 The Customer may export Customer Data at any time, on every Plan and during a Freeze, using the export tools in the Services and in commonly used formats. If any part of Customer Data, such as uploaded files, encrypted records or data beyond the size limit of the direct download, cannot be exported from the Plan and billing page, STAK provides a copy of it free of charge within 10 Business Days of the Customer's request.

13. Data protection and confidentiality

13.1 STAK processes Customer Personal Data as a Processor acting on the Customer's behalf, under the Data Processing Agreement. That agreement sets out the hosting locations, the Sub-processors and the security standards. STAK processes Account Data as a Controller under the Privacy Policy.

13.2 The Customer confirms that it is the Controller of Customer Personal Data, or processes it on behalf of another controller under clause 1.2 of the Data Processing Agreement, and that it or that controller has a lawful basis to collect it, process it and enter it into the Services. This includes informing Data Subjects and obtaining their consent where needed.

13.3 Each Party must keep confidential the Confidential Information it receives from the other Party. It may use it only for the purposes of the Agreement. It may disclose it only:

• to those of its employees, advisers and service providers who need it and are bound by confidentiality, including STAK's Sub-processors;
• where the law requires it;
• within the limits of clause 11.2 of the Acceptable Use Policy.

This obligation continues for five years after the Agreement ends. For trade secrets and Customer Data it continues without time limit.

13.4 Hosting location: Customer Data is hosted in the Federal Republic of Germany, with copies of its Backups kept in the Republic of Ireland, under clause 7 of the Data Processing Agreement. By accepting these Terms, the Customer expressly consents to Customer Data being hosted and transferred in this way. The Customer must not keep in the Services any data that Applicable Law requires to be kept within a particular country, unless the Services show under clause 9.5 that hosting in that country is available for the App concerned. This includes:

• medical records of patients of healthcare facilities in the State of Kuwait, which the data classification policy of the Communication and Information Technology Regulatory Authority places in the third tier;
• health data about health services provided in the United Arab Emirates, which the law there requires to be kept within that country.

Hosting of patients' medical records within the State of Kuwait or the United Arab Emirates is not currently available, and the patient-record features of the clinic Apps must not be used for patients receiving health services in either country.

14. Intellectual property

14.1 STAK and its licensors keep all Intellectual Property Rights in the Services, their software, designs and trademarks, including the name and logo "STAK" and the helper character "Staki". STAK grants the Customer a non-exclusive, non-transferable right to use the Services for its business for the term of the Agreement.

14.2 The Customer keeps its rights in its marks, logos and content. It grants STAK, for the term of the Agreement, a non-exclusive, royalty-free licence to use, copy, display and resize them to the extent needed to provide the Services, including displaying them on the pages and documents created for the Customer through the Services.

14.3 The Customer may not copy, modify, reverse engineer or resell the Services, or use them to build a competing product, except to the extent Applicable Law expressly permits despite this prohibition.

14.4 STAK may freely use any feedback and suggestions the Customer gives about the Services, without any obligation to pay, provided it does not reveal the Customer's identity without its consent.

14.5 STAK does not use the Customer's name or logo in publicity or customer lists without the Customer's prior consent.

15. Warranties and disclaimers

15.1 STAK warrants that it will provide the Services under Paid Plans with reasonable care and skill, and substantially in accordance with the Documentation. If STAK breaches this warranty and the Customer notifies it, STAK must correct the defect within a reasonable time. If it cannot, the Customer may terminate the subscription to the affected service and receive a refund of Fees prepaid for the remaining period.

15.2 Each Party warrants that it has the authority needed to enter into and perform the Agreement.

15.3 Except as expressly stated in the Agreement, and to the fullest extent permitted by Applicable Law, the Services are provided as available and STAK gives no other warranty, express or implied. STAK does not warrant:

• that the Services will be error-free or uninterrupted;
• that they will meet particular needs of the Customer that STAK has not agreed to in writing;
• that using the Services will by itself make the Customer compliant with tax, labour or other laws.

This does not affect any warranty that the law does not allow to be excluded, or STAK's liability for its fraud, its gross negligence or its deliberate concealment of a defect in the Services.

15.4 Beta Features and the Free Plan are provided as is. STAK may change them, and may withdraw Beta Features. The Free Plan as a whole may be withdrawn only on 90 days' notice under clause 19.3.

16. Limitation of liability

16.1 Excluded loss: within contractual liability between the Parties arising out of or relating to the Agreement, and within any other liability that the law allows to be excluded or limited by agreement, neither Party is liable to the other for the following, even if that Party was told such loss was possible:

• indirect, consequential, special or punitive loss;
• loss of profit;
• loss of revenue, sales, customers or business opportunities;
• loss of goodwill;
• business interruption.

Amounts due from either Party under the Agreement, including Fees, refunds and Service Credits, are not excluded loss. Each Party must make reasonable efforts to avoid and reduce its loss.

16.2 Liability Cap: within the scope set out in clause 16.1, STAK's total liability to the Customer for all claims arising out of or relating to the Agreement does not exceed the greater of the following two amounts (the "Liability Cap"):

• (a) the total Fees the Customer paid STAK in the twelve months before the event that gave rise to the first claim; and
• (b) one hundred Kuwaiti dinars (KWD 100).

Prepaid Fees that STAK refunds under the Agreement, and Service Credits, are payable in addition to the Liability Cap and do not reduce it.

16.3 The Liability Cap does not increase with the number of claims or claimants.

16.4 Clause 12.4 sets out STAK's entire liability for the loss or corruption of data, and the compensation provided for in it is subject to the Liability Cap.

16.5 Exceptions: nothing in the Agreement limits or excludes either Party's liability for:

• (a) its fraud or gross negligence;
• (b) death or personal injury caused by its fault;
• (c) any liability that cannot be limited or excluded under Applicable Law;
• (d) liability in tort, where an agreement to exclude or limit it is void by law.

Clauses 16.1 to 16.3 also do not apply to:

• the Customer's obligation to pay Fees;
• the Customer's indemnity obligations under clause 17.1;
• the Customer's liability for breaching the Acceptable Use Policy or STAK's Intellectual Property Rights.

16.6 The Parties acknowledge that the Fees have been set taking into account the allocation of risk in this clause, without affecting clause 23.3.

17. Indemnities

17.1 Customer indemnity: the Customer must indemnify and hold harmless STAK and its affiliates, directors and employees against:

• any claim or action brought against them by a third party;
• any fine or financial penalty imposed by an official body, to the extent the law permits, but not criminal penalties imposed on any of them for their own personal act;
• the resulting losses and reasonable costs, including legal fees and reasonable defence costs.

For this clause, third parties include End Customers, the Customer's employees, Connected Providers, and government and tax authorities. The indemnity applies where any of the above arises from one of the following, and to the extent it is not caused by STAK's breach of the Agreement or its fault:

• (a) unlawful use of the Services, or a breach of the Acceptable Use Policy;
• (b) Customer Data, or the Customer's collection or use of it, including any claim that it infringes third-party rights or was collected without a lawful basis;
• (c) the Customer's products or services, and its dealings with its End Customers and employees;
• (d) the taxes, returns and legal obligations that fall on the Customer;
• (e) the Customer's accounts and funds with Connected Providers, including chargebacks and disputed transactions.

17.2 STAK indemnity: STAK must indemnify and hold harmless the Customer against any third-party claim alleging that the Services, when used in accordance with the Agreement, infringe that third party's Intellectual Property Rights, and must bear the reasonable costs of defending it.

In that case STAK may, at its own expense, either obtain the right for the Customer to continue using the Services, or modify the Services so that they no longer infringe. If neither is possible, STAK may terminate the affected service, in which case it must refund the Fees prepaid for the remaining period.

This obligation does not apply to claims arising from:

• Customer Data;
• Third-Party Services;
• modification of the Services, or their combination with other things, by anyone other than STAK.

It is subject to clause 16.

17.3 Procedure: the Party entitled to an indemnity must:

• notify the other Party of the claim without delay;
• let the other Party direct the defence and any settlement, to the extent court procedure allows;
• cooperate with it reasonably.

The indemnifying Party must join the proceedings, or accept being joined to them as guarantor, when asked. No settlement that imposes an obligation or an admission of liability on the indemnified Party may be made without its consent.

18. Force Majeure

18.1 Neither Party is liable for delay or failure in performing its obligations, other than payment obligations, where this results from Force Majeure. Force Majeure means any event beyond the reasonable control of the affected Party that it could not foresee or prevent. The following are Force Majeure events where they meet those conditions:

• (a) war, military operations, regional conflict, acts of terrorism and civil unrest;
• (b) decisions of government authorities and international sanctions;
• (c) epidemics and natural disasters;
• (d) failure of electricity, telecommunications or the international internet network;
• (e) failure of the data centres or hosting regions of cloud computing providers for a reason not attributable to the affected Party;
• (f) cyber attacks, such as denial-of-service attacks, ransomware and the exploitation of previously unknown vulnerabilities, where they occur even though the affected Party maintained reasonable security measures appropriate to the nature of its business. In assessing whether STAK's measures were reasonable, the measures described in Annex 2 of the Data Processing Agreement are taken into account.

The events in paragraphs (e) and (f) count as Force Majeure for the purposes of the Agreement even though events of that type are foreseeable in general, provided they are beyond the affected Party's reasonable control and it could not prevent them or avoid their effects despite maintaining the reasonable measures referred to. Nothing that results from the affected Party's fraud or gross negligence is Force Majeure.

18.2 The affected Party must notify the other Party without delay and take reasonable care to limit the effects of the Force Majeure and resume performance. Meanwhile STAK must activate its continuity and recovery plans.

18.3 If the Force Majeure continues for more than 30 consecutive days, either Party may terminate the Agreement, or the affected subscription, by notice in writing. If performance becomes permanently impossible, the Agreement is dissolved by operation of law, and clause 18.4 applies.

18.4 On termination under clause 18.3, STAK refunds the Fees prepaid for the remaining part of the Subscription Period. The export provisions of clause 19.5 apply as far as circumstances allow.

18.5 Force Majeure does not relieve STAK of its obligation to notify a Personal Data Breach under the Data Processing Agreement, nor of its obligation to restore from Backups under clause 12.4 where possible.

19. Term, termination and export on termination

19.1 The Agreement takes effect on the date it is accepted and continues until it is terminated. Each new Subscription Period starts on the Renewal Date, subject to clause 6.

19.2 The Customer may end its subscription to any Paid Plan at any time by moving to the Free Plan, with effect from the end of the current Subscription Period. The Customer may also terminate the Agreement at any time by a notice from an Owner to STAK under clause 21.2, or by closing the Workspace in the settings where the Services offer this; only Owners can close it. Termination takes effect on the date STAK receives the notice or on the date of closing, and clause 19.5 applies.

19.3 STAK may terminate the Agreement without giving reasons on 90 days' notice. In that case it refunds the Fees prepaid for the period remaining after the termination date.

19.4 Either Party may terminate the Agreement if the other Party breaches any of its material obligations and does not remedy the breach within 15 days of being notified of it in writing. That notice is formal notice (إعذار) to the Party in breach. Termination in that case is by a notice from the Party not in breach, given after that period ends without the breach being remedied, and takes effect on the date stated in it or, if none is stated, on its receipt. If the Customer terminates for STAK's breach, STAK refunds the Fees prepaid for the remaining period. STAK may terminate the Agreement by a notice that takes effect on its date in the following cases:

• (a) use of the Services for an unlawful activity, where the use is serious or deliberate;
• (b) serious or repeated breach of the Acceptable Use Policy;
• (c) an order of a competent authority requiring termination;
• (d) a judgment declaring the Customer bankrupt, or the start of its liquidation or dissolution, subject to the Bankruptcy Law issued by Law No. 71 of 2020 and to clause 6.6.

However, in cases (a) and (b), where the contract is not commercial on the Customer's side, the notice is formal notice, and termination takes effect only if the breach continues for seven days after it. STAK may suspend the Services under clause 11 during that time.

In all the cases above, and in the cases in clauses 6.4, 18.3, 19.6 and 23.7, the Agreement is rescinded or ends automatically on the date termination takes effect, without the need for a court judgment or for any further formal notice or warning. The Parties acknowledge that they intended this provision expressly and with full awareness of its effect.

19.5 Export, then deletion: when the Agreement is terminated for any reason:

• Owners and Admins have access to the export tools for 30 days from the date of termination, unless the law or an order of a competent authority prevents it.
• After that period, STAK deletes Customer Data from its Production environment within 30 days.
• Backups containing that data expire on the retention periods in clause 12.3 of the Data Processing Agreement, which are 12 months at most. Until then they are kept beyond use, and are used only for technical recovery or where the law requires it.
• STAK does not delete Customer Data while it has been notified of a court dispute, an investigation or a request from a competent authority concerning that data, until it ends. STAK tells the Customer unless the law prohibits it.
• STAK may keep its own billing, acceptance and security records for the periods the law requires or the protection of its rights needs.

19.6 Inactive free Workspaces: STAK may terminate the Agreement and close a Workspace on the Free Plan if it records no sign-in, transaction or API use for 24 consecutive months. It must give the Owners at least 60 days' notice first. Clause 19.5 then applies.

19.7 Provisions that by their nature are meant to survive termination continue after it. These include:

• clauses 6.5, 7.3, 8.3, 9.4, 12.1, 12.2, 12.4, 12.5, 13, 14, 15.3, 16, 17, 18.4, 19.5, 21, 22 and 23;
• payment and refund obligations that fell due before termination.

19.8 Switching to another provider: if the Customer wants to move to another provider or to its own systems, it may tell STAK at any time, by an Owner's notice. STAK then gives reasonable help, keeps the export tools available for a transition period of up to 30 days (longer where the Customer asks for it, or where STAK shows it is technically necessary), and keeps the Customer Data available to export for at least 30 days after that period. The exportable data includes all Customer Data the Customer entered or that was created for it through the Services, in the formats described in the Documentation. STAK charges no fee for switching or export. When the switch is complete, the Agreement ends and clause 19.5 applies to deletion.

20. Changes

20.1 STAK develops the Services continuously and may add, change or withdraw features.

20.2 If a change materially reduces a paid feature the Customer uses, STAK notifies the Customer at least 30 days in advance. The Customer may then terminate the affected subscription before the change takes effect and receive a refund of Fees prepaid for the remaining period.

20.3 STAK notifies the Customer of any increase in Fees at least 60 days in advance. An increase never applies to a Subscription Period that has already been paid. It applies from the first Renewal Date after the notice period ends. This clause alone governs Fee increases; clause 20.4 does not apply to them.

20.4 STAK may amend these Terms, or any document forming the Agreement, by issuing a new Version. A change is adverse to the Customer if it materially reduces the Customer's rights or increases its obligations. Changes are governed by the following:

• (a) If a change is adverse to the Customer, STAK notifies the Customer at least 30 days before its Effective Date. Before that date, or within 30 days after it, the Customer may terminate the Agreement and receive a refund of Fees prepaid for the remaining period.
• (b) A change may take effect after a shorter notice period if Applicable Law or an order of a competent authority requires it, or if it is not adverse to the Customer.

20.5 STAK asks Owners and Admins to accept each new Version within the Services. After a new Version's Effective Date and until it is accepted, access to the Workspace may be restricted. This does not affect the Customer's right to terminate and receive a refund under clause 20.4. The Plan and billing page and the export tools always remain available.

20.6 Continued use of the Services after the Effective Date of a new Version counts as acceptance of it, except for changes to clauses 16, 17 and 22 that are adverse to the Customer. Those apply to the Customer only once it accepts them expressly under clause 20.5. This does not affect the Customer's right to terminate under clause 20.4.

21. Notices and electronic communications

21.1 STAK sends notices to the Customer by any of these means:

• (a) within the Services;
• (b) to the registered email address of any Owner;
• (c) by WhatsApp to the verified phone number of any Owner.

Notices about termination, deletion or a change adverse to the Customer are also sent, in addition to being sent within the Services, to the registered email address of every Owner who has one, or otherwise by WhatsApp to that Owner's verified phone number.

The Customer designates the registered email addresses of its Owners, their verified WhatsApp numbers and the notification centre within the Services as the information systems for receiving notices. A notice is received when it enters any of those systems, as shown by STAK's delivery records. If that happens after 5:00 pm in the time that applies under clause 2.2 or on a day that is not a Business Day, it is received on the next Business Day. If STAK learns that a notice was not delivered, it sends it again by another means. The same applies to notices the Customer sends to STAK at the address in clause 21.2.

21.2 The Customer sends notices to STAK at [email protected], unless STAK names another address in writing.

21.3 The Customer agrees to receive communications, invoices and notices electronically. The Parties agree that the electronic records kept by the Services, including the audit trail, acceptance records and delivery records, are evidence unless the contrary is proved, to the extent the law permits.

22. Governing law and dispute resolution

22.1 The Agreement is governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

This does not affect any mandatory provision of the law of the Customer's country that cannot be excluded by agreement.

22.2 The Parties will try to settle amicably any dispute arising out of or relating to the Agreement, including its existence, validity, interpretation, performance or termination. This starts with a written notice describing the dispute, followed by a meeting between authorised representatives of both Parties within 15 Business Days of the notice.

22.3 If a dispute is not settled under clause 22.2 within 30 days of the notice, it is finally resolved by arbitration administered by the International Centre for Dispute Resolution under its International Arbitration Rules, before one arbitrator, seated in New York, New York, United States of America, and conducted in English. Where the amount claimed is below USD 100,000, the arbitration proceeds on documents and by video unless the arbitrator decides that a hearing is needed. Claims are brought only by each Party on its own behalf, not as part of a class or representative action. Judgment on the award may be entered in any court that has jurisdiction.

22.4 Clause 22.2 does not prevent either Party from applying to the competent court for urgent interim or protective measures, from taking any step needed to preserve a right or prevent it from becoming time-barred, or from applying for a payment order for Fees due. Failure to complete the amicable settlement steps does not make a claim inadmissible once 30 days have passed since the notice.

23. General provisions

23.1 Assignment: the Customer may not assign the Agreement, or any of its rights or obligations under it, without STAK's written consent, which STAK will not withhold unreasonably. The Customer may, however, assign it to a successor to the whole Business by notifying STAK. STAK may assign the Agreement to one of its affiliates or to a successor to its business by notifying the Customer.

23.2 Entire agreement: the Agreement is the entire agreement between the Parties on its subject matter. It replaces any earlier agreements or understandings. Terms the Customer sets out in purchase orders or elsewhere have no effect.

23.3 Severability: if any provision of the Agreement is held void or unenforceable, in whole or in part, that affects only the provision or part concerned. It applies to the fullest extent the law permits, and the remaining provisions continue in force. The Parties acknowledge that they would have entered into the Agreement without the void part had they known it was void. This applies in particular to the provisions limiting and excluding liability.

23.4 No waiver: a Party's failure or delay in exercising a right does not waive that right.

23.5 Relationship of the Parties: the Parties are independent contractors. The Agreement does not create a partnership, agency or employment relationship between them. STAK is not a payment service provider and does not collect, receive or hold any amount for the Customer. STAK does not act for any Payment Service Provider in contracting with, verifying or settling with the Customer.

23.6 Third parties: the Agreement creates no rights for anyone other than the Parties, except the persons indemnified under clause 17.1. Each of them has, as a stipulation for the benefit of a third party, a direct right to claim that indemnity from the Customer, and STAK keeps its own right to claim it for them. The Parties may amend or terminate the Agreement without the consent of any of them.

23.7 Sanctions and export controls: the Customer confirms that neither it, nor any person that owns or controls it, nor any of its partners, shareholders, beneficial owners or managers:

• (a) is designated on, or owned 50% or more by persons designated on, a sanctions list of the United Nations Security Council, the State of Kuwait (including the lists of the committee for the implementation of Security Council resolutions), the United States of America (including the Specially Designated Nationals and Blocked Persons List of the U.S. Department of the Treasury's Office of Foreign Assets Control), the European Union or the United Kingdom; or
• (b) is located, organised or ordinarily resident in a country or region subject to comprehensive sanctions under any of those regimes, such as Cuba, Iran, North Korea, and the Crimea, so-called Donetsk People's Republic and so-called Luhansk People's Republic regions of Ukraine.

The Customer must not use the Services, or allow them to be accessed or used, in breach of those sanctions, of the laws of the State of Kuwait or of applicable export control laws, including the U.S. Export Administration Regulations, or for the benefit of any person or region described above. The Services are not offered to persons located in the Russian Federation or Belarus. STAK may screen the Customer against these lists, and may refuse or stop service, suspend the Services or terminate the Agreement immediately and without liability where continuing would breach any of them. STAK then refunds Fees prepaid for the remaining period unless the law prohibits the payment.

23.8 Headings: headings do not affect the interpretation of the Agreement.

23.9 Language: the English text of the Agreement and of every document forming it applies, and the Arabic text is a translation for convenience. Translations into other languages, and translations of the Services' screens and help pages, are provided for convenience only and do not change the Agreement.