INTRODUCTION
Welcome to the Agthia B2B Customer Portal (the "Portal"), operated by Agthia (the "Company"). The Portal is designed to facilitate business transactions, order management, customer support, and related services for approved business customers (each, a "Customer" and collectively, "Customers"). By accessing or using the Portal, each Customer agrees to comply with these Terms & Conditions (the "Terms").
CUSTOMER ACCESS
Access to the Portal is restricted to approved Customers only. Login credentials are confidential and must not be shared with unauthorized persons. Each Customer is responsible for maintaining the security and confidentiality of its account information and for all activities conducted through its Portal account.
ORDER PLACEMENT
The Portal enables Customers to place orders directly through the Portal based on approved product availability, pricing agreements, and Customer-specific commercial terms. Submission of an order does not automatically guarantee acceptance. All orders remain subject to the Company's internal approval processes, product availability, and credit/payment validation. All pricing displayed through the Portal is Customer-specific and governed by applicable commercial agreements.
PAYMENT TERMS
The Portal does not support upfront online payment transactions. All orders placed through the Portal shall follow the agreed payment terms. Invoices and payment obligations will be processed in accordance with existing business agreements (if any) between the applicable Customer and the Company, including any Customer-specific pricing or payment terms (each, a "Business Agreement"). If the Customer and the Company do not have a Business Agreement, the Portal payment terms shall prevail. In the event of any inconsistency between these Terms and the applicable Business Agreement, the Business Agreement shall prevail to the extent of the inconsistency, including with respect to pricing, payment, credit, and other commercial terms.
ORDER CONFIRMATION & FULFILLMENT
Orders submitted through the Portal remain subject to payment status, stock availability, price validity, regulatory compliance requirements, and operational planning. The Company reserves the right to amend, partially fulfill, delay, or reject orders when necessary.
PRIVACY & DATA PROTECTION
The Portal collects and processes Customer business information solely for operational and transactional purposes, including order management, account administration, customer support, delivery coordination, and regulatory compliance. Customer data is securely handled and not shared with unauthorized third parties except where required for business or legal obligations. By using the Portal, Customers consent to data processing required for service delivery and contractual fulfillment. The Company shall not be liable for any loss, corruption, deletion, unauthorized access, or unavailability of Customer data.
The Customer is responsible for ensuring that any Customer data submitted to the Portal is accurate, lawful, complete, and authorized for submission, processing, and use through the Portal. The Customer shall not upload or submit any personal data or confidential information unless it has all necessary rights, authorizations, notices, and consents required under applicable law.
The Customer shall comply with applicable data protection and privacy laws of the United Arab Emirates, including Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data, its implementing regulations, and any other applicable data protection laws, regulations, or regulatory requirements in the UAE, including any applicable free zone data protection laws or including compliance of laws at the jurisdiction of the Customer.
PORTAL AVAILABILITY
While the Company makes reasonable efforts to ensure uninterrupted access to the Portal, availability may be affected by system maintenance, technical issues, system upgrades, or external disruptions. Orders submitted during downtime may not be processed and may require resubmission once the Portal is restored. The Company shall not be liable to the Customer if Portal access is disconnected or interrupted for whatsoever reason.
INTELLECTUAL PROPERTY
All Portal content, trademarks, logos, product information, and system materials remain the property of the Company and may not be copied, reproduced, or distributed without the Company's prior written consent.
DISCLAIMER & LIMITATION OF LIABILITY
The Portal, its content, and any related functionality are provided on an "as is" and "as available" basis. Customers access and use the Portal at their own risk and are responsible for verifying the accuracy, completeness, and suitability of all information, orders, pricing, quantities, delivery details, and other submissions made through the Portal. To the maximum extent permitted by applicable law, the Company disclaims all warranties, representations, and conditions, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, availability, security, or uninterrupted operation. The Company shall not be held liable for indirect, incidental, special, punitive, or consequential losses, business interruption, loss of profits, data loss or corruption, or delays caused by system, network, third-party, or external issues. Customers are responsible for ensuring the accuracy of all submitted order details and for maintaining appropriate internal controls before relying on any portal output or confirmation.
Notwithstanding any warranty disclaimer or other provision in these Terms, and to the maximum extent permitted by applicable law, the Company's total aggregate liability arising out of or relating to the B2B Portal, any purchase order, any goods purchased through the B2B Portal, or any related transaction, whether in contract, tort, negligence, strict liability, misrepresentation, breach of statutory duty, or otherwise, will not exceed the total amount paid or payable by the Customer to the Company under the purchase order giving rise to the claim.
AMENDMENTS
The Company reserves the right to modify these Terms at any time without prior notice. Updated Terms will be published on the Portal and become effective immediately upon publication.
GOVERNING LAW AND JURISDICTION:
These Terms shall be governed by the applicable laws and regulations of Abu Dhabi, United Arab Emirates. Any dispute arising out of or in connection with the Terms shall be subject to the exclusive jurisdiction of the Courts of Abu Dhabi, United Arab Emirates.