Terms and Conditions
1. Parties Involved
This agreement is entered into between Netscribes Data and Insights Private Limited (the “Service Provider”) and the Seller (the “Client”).
Noon E-Commerce, owned by Noon AD Holdings One Person Company LLC, its affiliates, subsidiaries, employees, agents, and representatives (collectively referred to as “Noon”), is not a party to this agreement and bears no responsibility or liability regarding the services provided by Netscribes.
Noon’s role is limited to being the platform where sellers operate and has no involvement in:
- The terms, execution, or enforcement of this agreement.
- The quality, timeliness, or delivery of services provided by Netscribes.
- Any disputes or claims between Netscribes and the Seller.
- Payment terms or financial transactions agreed upon between Netscribes and the Seller.
The Seller acknowledges that all obligations and liabilities under this agreement rest solely with Netscribes and the Seller. Noon is indemnified against any claims or disputes related to the services provided under this agreement.
2. Scope of Services
Netscribes will provide the following advisory services to the Seller:
- Catalog Management: Advising on the creation, updating, and maintenance of product catalogs.
- E-Commerce Content: Offering guidance on the development of product descriptions, images, and other marketing content.
- E-Commerce Analytics: Providing insights and recommendations for optimizing sales, pricing, and inventory management.
- Seller Onboarding and Support: Advising on registration processes, platform navigation, and operational training.
- E-Commerce Returns Management: Recommending processes for handling product returns and exchanges.
The execution of all recommendations and advisory services provided by Netscribes is the sole responsibility of the Seller. Netscribes does not take responsibility for the implementation or outcomes resulting from such execution.
3. Relationship with Noon
This agreement is exclusively between Netscribes (the “Service Provider”) and the Seller (the “Client”). Noon E-Commerce Owned by Noon AD Holdings One Person Company LLC, its affiliates, subsidiaries, employees, agents, or representatives (collectively referred to as "Noon") have no involvement in the services provided under this agreement.
Clarification of Noon’s Role
- Noon operates solely as a platform provider and facilitator for sellers and buyers but does not participate in the services offered by Netscribes.
- Noon does not monitor, oversee, or validate the quality, accuracy, or timeliness of services provided by Netscribes.
Noon’s Limited Responsibility
- Noon holds no liability for any issues, errors, or disputes arising out of this agreement between Netscribes and the Seller.
- Noon is not responsible for:
- Delays or deficiencies in service delivery by Netscribes.
- Any claims, damages, or losses incurred by the Seller due to Netscribes’ services.
- Ensuring compliance with the terms of this agreement.
Noon’s Indemnity
- The Seller and Netscribes explicitly acknowledge and agree to indemnify Noon, its affiliates, subsidiaries, employees, and representatives from any claims, disputes, or liabilities arising from the execution or breach of this agreement.
- Noon shall not be called upon to mediate or resolve any conflicts related to this agreement and the services provided by Netscribe.
Disclaimers
- Sellers are advised to carefully review and agree to the terms and conditions offered by Netscribes independently of Noon.
- All financial transactions, service quality concerns, and performance-related issues must be handled solely between Netscribes and the Seller.
4. Payment Terms
- The Client shall pay Netscribes directly for services rendered, per the agreed-upon pricing.
- Payment terms, methods, and schedules will be outlined in a separate agreement between Netscribes and the Client.
5. Service Level Agreement (SLA)
- Sellers can book an appointment by visiting Noon.netscribes.com. Appointment slots can be selected based on the seller's availability, with slot durations of 30 minutes, 60 minutes, 90 minutes, or 120 minutes.
- If the seller fails to book an appointment within the designated time, the appointment may be carried over for a maximum of one week.
- In the event that Netscribes fails to provide the seller with two dedicated hours of service support, Netscribes shall compensate the seller by allowing them to book additional slots beyond the immediate next week.
6. Confidentiality
Both Netscribes (the "Service Provider") and the Seller (the "Client") agree to maintain strict confidentiality of all proprietary, sensitive, and personal information shared during the course of this agreement. This clause defines the confidentiality obligations of both parties and excludes Noon E-Commerce Owned by Noon AD Holdings One Person Company LLC, its affiliates, subsidiaries, employees, and representatives (collectively referred to as "Noon") from any involvement or liability related to data handling under this agreement.
We authorize Noon to share information of our seller account with Netscribes to allow Netscribes an effective account management service.
Responsibilities of Netscribes
A. Data Protection:
Netscribes will ensure that any data shared by the Seller, including but not limited to product catalogs, sales information, operational workflows, and personal identifiers, is:
- Protected from unauthorized access, disclosure, or misuse.
- Used solely to deliver services outlined in this agreement.
- Stored and processed in compliance with applicable data protection regulations, such as GDPR or local privacy laws
B. Secure Handling:
Netscribes is responsible for implementing robust technical and organizational measures to secure confidential information, including encryption, access controls, and secure data transmission protocols.
C. Third-Party Sharing:
- Data shared with any subcontractors or third-party service providers must be limited, anonymized where necessary, and governed by appropriate confidentiality agreements.
- The Seller must be informed if third-party involvement is required for service delivery.
Responsibilities of the Seller
A. Data Accuracy: The Seller must provide accurate, complete, and up-to-date information necessary for Netscribes to deliver its services.
B. Access Controls: The Seller is responsible for safeguarding credentials or access provided to Netscribes and ensuring that only authorized personnel communicate sensitive information.
Noon’s Role in Confidentiality
- Noon has no access to or control over the information exchanged between Netscribes and the Seller.
- Noon is not liable for breaches of confidentiality arising from this agreement or the services provided by Netscribes.
- Any claims or disputes related to confidentiality violations must be resolved directly between Netscribes and the Seller.
Breach of Confidentiality
- In the event of a confidentiality breach by Netscribes, the Seller has the right to seek redress directly from Netscribes as per the terms of this agreement.
- Noon is indemnified against any liability resulting from data breaches or misuse by either party.
Survival of Confidentiality Obligations
- The confidentiality obligations outlined in this agreement shall survive termination or expiration of this agreement and remain in effect for a period of two (2) years thereafter.
7. Limitation of Liability
This agreement establishes the limits of liability for Netscribes (the "Service Provider") and explicitly excludes Noon E-Commerce Owned by Noon AD Holdings One Person Company LLC, its affiliates, subsidiaries, employees, agents, or representatives (collectively referred to as "Noon") from any liability related to the services provided under this agreement.
Netscribes’ Liability
- Scope of Liability:
Netscribes assumes full responsibility for the execution, quality, and timeliness of the services provided to the Seller.
- Exclusions:
Netscribes shall not be liable for:
- Any indirect, incidental, or consequential damages, such as loss of profit, revenue, or data.
- Delays, disruptions, or issues caused by factors beyond their reasonable control, including but not limited to force majeure events.
- Breach of Obligations:
In the event of failure to meet agreed service levels or breach of obligations, Netscribes shall take corrective actions in line with the terms outlined in this agreement.
Seller’s Liability
- Data and Information:
The Seller shall ensure that all data, materials, and information provided to Netscribes are accurate, complete, and free from any infringement of third-party rights, including but not limited to intellectual property rights.
- Indemnification:
The Seller agrees to indemnify and hold harmless Netscribes from and against any claims, damages, losses, or expenses (including legal fees) arising out of:
- Inaccuracies or errors in the data or information provided.
- Misuse or unauthorized use of the shared data or materials.
- Any breach of applicable laws or regulations by the Seller.
- Fraud and Illegal Activities
The Seller acknowledges that both Noon and Netscribes shall not be held liable or responsible for any fraudulent or illegal activities in which the Seller may be involved.
The Seller assumes full responsibility for adhering to all applicable laws and regulations while engaging with the services provided by Netscribes.
Noon’s Exclusion from Liability
- No Role in the Agreement:
Noon is not a party to this agreement and, therefore, bears no responsibility for:
- The performance, quality, or timeliness of services rendered by Netscribes.
- Any disputes, claims, or damages arising between Netscribes and the Seller.
- Indemnification:
Both Netscribes and the Seller agree to indemnify Noon, its affiliates, subsidiaries, employees, and representatives against any claims or liabilities resulting from this agreement.
- Disclaimers:
Noon provides no guarantees, warranties, or assurances regarding the services offered by Netscribes. Any reliance placed on these services is solely between Netscribes and the Seller.
Survival of Liability Provisions
- The limitation of liability provisions will survive the termination or expiration of this agreement and remain in effect for a period of two (2) years thereafter.
8. Dispute Resolution
- Any disputes arising out of this agreement will be resolved between Netscribes and the Client through mutual discussion or arbitration as specified in the agreement.
- Noon shall have no involvement in dispute resolution or arbitration processes.
9. Governing Law
- This agreement shall be governed by and construed in accordance with the laws of the United Arab Emirates (UAE). Netscribes shall represent itself in the countries where its services are offered and comply with the applicable laws and regulations of those jurisdictions.
- Noon shall not be considered a stakeholder in any legal proceedings related to this agreement.
