MoU & Contract Templates

MERCHANT PARTNER AGREEMENT - ENGINE A (HIGH-MARGIN)

This Merchant Partner Agreement ("Agreement") is entered into as of [DATE] ("Effective Date")

BETWEEN:

NUQTA TECHNOLOGIES LLC
[Freezone Address]
United Arab Emirates
("Nuqta" or "Platform")

AND:

[MERCHANT LEGAL NAME]
Trade License No: [LICENSE NUMBER]
Address: [MERCHANT ADDRESS]
United Arab Emirates
("Merchant" or "Partner")

RECITALS:

A. Nuqta operates a mobile loyalty and rewards platform enabling consumers to earn and redeem rewards at participating merchants in the UAE.

B. Merchant operates a [BUSINESS TYPE] business and wishes to participate in the Nuqta platform to increase customer acquisition, engagement, and retention.

C. The parties wish to establish the terms under which Merchant will participate in the Nuqta platform.

NOW, THEREFORE, the parties agree as follows:

1. DEFINITIONS

1.1 "Commission" means the percentage of Qualifying Transaction value payable by Merchant to Nuqta.
1.2 "Nuqta Coins" means the virtual reward currency issued by Nuqta to users.
1.3 "Qualifying Transaction" means any purchase made by a Nuqta user at Merchant's premises using the Nuqta app.
1.4 "GMV" means Gross Merchandise Value, the total value of transactions processed.

2. PARTNERSHIP TERMS

2.1 Commission Structure:
   - Standard Rate: [15-20]% of Qualifying Transaction value
   - Breakdown: [X]% Nuqta platform fee, [Y]% user rewards pool, [Z]% marketing fund

2.2 Package Selection: [SELECT ONE]
   □ STARTER (FREE) - 20% commission, basic features
   □ GROWTH (AED 999/month) - 18% commission, CRM tools
   □ PREMIUM (AED 2,499/month) - 16% commission, full features
   □ ENTERPRISE (AED 4,999/month) - 15% commission, dedicated support

2.3 Minimum Commitment: None required for Starter package.

3. MERCHANT OBLIGATIONS

3.1 Honor all Nuqta user transactions and reward redemptions.
3.2 Display Nuqta promotional materials at point of sale.
3.3 Provide accurate transaction data through POS integration or manual entry.
3.4 Maintain service quality standards consistent with Nuqta brand values.
3.5 Not discriminate against Nuqta users versus other customers.

4. NUQTA OBLIGATIONS

4.1 Provide access to merchant dashboard and analytics.
4.2 Process user payments and settle merchant funds within T+2 days.
4.3 Promote Merchant on Nuqta platform and marketing channels.
4.4 Provide technical support for platform integration.
4.5 Issue Nuqta Coins to users for Qualifying Transactions.

5. PAYMENT TERMS

5.1 Settlement: Nuqta will remit (100% - Commission) of Qualifying Transaction value to Merchant.
5.2 Settlement Cycle: T+2 business days via bank transfer.
5.3 Invoicing: Monthly statements provided by 5th of following month.
5.4 Currency: All amounts in UAE Dirhams (AED).

6. TERM AND TERMINATION

6.1 Initial Term: 12 months from Effective Date.
6.2 Renewal: Auto-renewal for successive 12-month periods unless terminated.
6.3 Termination for Convenience: Either party may terminate with 30 days written notice.
6.4 Termination for Cause: Immediate termination for material breach, fraud, or illegal activity.

7. DATA PROTECTION

7.1 Both parties shall comply with UAE Personal Data Protection Law (PDPL).
7.2 Nuqta may share anonymized, aggregated transaction data with Merchant.
7.3 Merchant shall not use user data for purposes outside this Agreement.

8. INTELLECTUAL PROPERTY

8.1 Each party retains ownership of its pre-existing intellectual property.
8.2 Merchant grants Nuqta license to use Merchant's logo and name for promotional purposes.
8.3 Nuqta grants Merchant license to use Nuqta branding per brand guidelines.

9. LIMITATION OF LIABILITY

9.1 Neither party shall be liable for indirect, consequential, or punitive damages.
9.2 Total liability shall not exceed fees paid/received in preceding 12 months.

10. GOVERNING LAW

10.1 This Agreement shall be governed by the laws of the United Arab Emirates.
10.2 Disputes shall be resolved through arbitration in Dubai, UAE.

11. GENERAL PROVISIONS

11.1 Entire Agreement: This Agreement constitutes the entire understanding between the parties.
11.2 Amendments: Modifications must be in writing and signed by both parties.
11.3 Assignment: Neither party may assign without prior written consent.
11.4 Notices: All notices shall be in writing to the addresses above.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

FOR NUQTA TECHNOLOGIES LLC:

_____________________________
Name: [AUTHORIZED SIGNATORY]
Title: [TITLE]
Date: _______________

FOR [MERCHANT LEGAL NAME]:

_____________________________
Name: [AUTHORIZED SIGNATORY]
Title: [TITLE]
Date: _______________

Trade License No: _______________

SCHEDULE A: COMMERCIAL TERMS

Commission Rate: ______%
Package Selected: _______________
Monthly Fee: AED _______________
Effective Date: _______________
Locations Covered: _______________