Terms of Service

1. Definitions

1.1 In this Agreement: "Signed Terms" means Clauses 1 to 17 and Schedule A (including any Customised plan annexure) as signed by the Parties, and "Agreement" means the Signed Terms together with the Online Terms; "Applicable Law" means the laws of Pakistan in force from time to time that apply to a Party or to this Agreement; "Business Day" means a day other than a Saturday, Sunday or public holiday in Pakistan; "Confidential Information" means information disclosed by or for a Party in connection with this Agreement that is marked confidential or ought reasonably to be regarded as confidential, including its commercial terms, pricing, business plans, customer and supplier information, technical information, source code and trade secrets; "Customer" means an end user registered on the Revolo consumer application who transacts with, enrols with or is engaged by the Merchant through the Platform; "Payer" means a Customer or any other person who pays for an order through the Platform or at an Outlet, including a guest who pays a share of a split bill using a link; "Fees" means the Subscription Fee; "Go-Live Date" and "Grace Period" have the meanings in Clauses 6.2 and 6.3, and "Minimum Commitment Period" and "Term" have the meanings in Clauses 11.2 and 11.1; "In-App Order" means an order placed by a Customer through the Platform for dine-in, takeaway or pickup; "Loyalty Points" means the promotional points the Merchant issues to Customers through the Platform; "Rewards Wallet" means a Customer's balance of Loyalty Points with the Merchant, which the Platform may apply as a discount against the Merchant's goods and services where the Merchant enables it, and which holds no money and no Rupee balance; "Merchant Data" has the meaning in Clause 8.1; "Online Terms" has the meaning in Clause 4.1; "Payment Provider" means a bank, payment gateway or other payment institution contracted directly by the Merchant, in its own name, to accept payments from Payers (Makeways is not a Payment Provider); "Services" has the meaning in Clause 5.1; and "Subscription Fee" means the monthly fee for the Merchant's elected plan in Schedule A Part 1, including the monthly fee for each additional Outlet.

1.2 Headings are for convenience only; "including" is illustrative; "writing" includes email and the Merchant Portal; a day is a calendar day and a month a calendar month unless stated as a Business Day; "Rupees", "PKR" and "Rs." mean Pakistani Rupees; a reference to a statute includes any amendment or re-enactment of it; and "termination" includes expiry at the end of the Term. Where this Agreement requires a document signed by both Parties, it means a document that states that it amends the Signed Terms or introduces a charge, signed by an authorised signatory of each Party by hand or by electronic signature under the Electronic Transactions Ordinance, 2002. Accepting an update to the Online Terms, clicking a button in the Merchant Portal or an exchange of ordinary emails does not meet this requirement, except as Clause 4.10 provides. Part A and Part B have equal force.

2. Payments

Makeways' role

2.1 Technology provider only. Makeways provides technology. It is not a bank, payment system operator, payment service provider, electronic money institution, or issuer of any payment instrument, stored value or deposit, and it does not act as the Merchant's agent for the collection of any payment. Payers pay the Merchant at the Outlet or through the Merchant's own Payment Provider. Makeways never receives or holds the funds of any Payer and has no title to them, and no part of any payment passes through an account of Makeways. When the Platform sends a payment request, status query or refund instruction to the Payment Provider under Clause 2.15, it transmits the Merchant's own instruction, which the Payment Provider executes on the Merchant's account. Loyalty Points and Rewards Wallet balances are not electronic money, stored value, a deposit or a claim against Makeways.

Payments to Makeways (the Subscription Fee)

2.2 The only charge. The Subscription Fee for the Merchant's elected plan, set out in Schedule A (including the fee for each additional Outlet), is the only fee payable by the Merchant to Makeways for the Services. Makeways charges no commission, revenue share, transaction fee, order fee, payment processing fee, setup, onboarding, training or support fee, per-message charge for the Platform's own push and in-app channels, late payment charge or termination charge, save only the early termination charge in Clause 11.5. This Clause does not limit sales tax under Clause 2.3, amounts payable under Clauses 2.4, 3.6, 6.3, 11.7 and 13.1, or the Merchant's liability for breach of this Agreement or under an arbitral award or court order. No new fee or charge for the Services may be introduced except by a separate document signed by both Parties.

2.3 Invoicing. Save as provided in Clause 6.3, no Subscription Fee is payable during the Grace Period. The first invoice is issued on the day after the Grace Period ends, pro-rated to the end of that month; after that the Subscription Fee is invoiced monthly in advance on the first Business Day of each month, pro-rated for any part month. Makeways issues each invoice, as a sales tax invoice, by email to the finance contact in Schedule A. Each invoice is payable within fifteen (15) days of its date, in Pakistan Rupees, by electronic transfer to the account Makeways nominates, without set-off, counterclaim or deduction, except tax the Merchant is required by law to withhold and service credits applied under the Online Terms. Makeways changes its nominated account only by a letter signed by its authorised signatory, which the Merchant shall confirm by telephone to a number in Schedule A before paying to the new account. Fees are exclusive of sales tax on services and any other indirect tax, charged in addition at the rate in force from time to time under the law of the province or territory in which the supply is taxable. If a revenue authority later determines that a different rate or province applies, Makeways may issue a corrected invoice and the Merchant shall pay any difference, and Makeways shall credit any excess it recovers.

2.4 Withholding tax. Where the Merchant must deduct income tax under Section 153 of the Income Tax Ordinance, 2001, or sales tax under provincial withholding rules, it shall deposit the tax within the prescribed time and give Makeways the Computerised Payment Receipt or other proof of deposit within fifteen (15) days of deposit; tax so evidenced counts as paid. If the proof is not given, the Merchant shall on demand pay Makeways an amount equal to the tax deducted, which Makeways shall refund within fifteen (15) days after the proof is supplied or the deduction is otherwise credited to it, and shall indemnify Makeways against any resulting penalty or loss.

2.5 Late payment. Makeways shall not charge, and the Merchant is not liable for, any markup, interest, penalty, default surcharge, reconnection charge or other late payment charge on any overdue amount. Makeways shall send written reminders by email to the finance contact in Schedule A: (a) not less than seven (7) days before the due date; (b) on the due date; and (c) seven (7) and fifteen (15) days after the due date. A failure to send a reminder does not affect the obligation to pay; it only postpones Makeways' rights under Clauses 11.4 and 11.6 until seven (7) days after the missed reminder is sent.

2.6 Extension of time to pay. The Merchant may ask in writing, before the due date or within thirty (30) days after it, for more time to pay, stating the period sought and the date by which it will pay. Makeways shall reply in writing within five (5) Business Days and shall not unreasonably refuse where the Merchant is otherwise in good standing and asks in good faith. An extension is effective only if given in writing by Makeways (an email from its authorised representative is enough) and states the revised payment date. While an extension is in force the Merchant is not in default, the Services shall not be suspended under Clause 11.6, this Agreement shall not be terminated under Clause 11.4 for non-payment, and no charge accrues because of the delay. An extension may be granted more than once; granting one does not oblige Makeways to grant another or waive the obligation to pay.

2.7 Disputed invoices. The Merchant shall notify any good-faith dispute in writing within ten (10) days of the invoice date, identifying each disputed item and the grounds, and shall pay the undisputed balance by the due date. A complaint that the Services were unavailable or below service levels is dealt with only by service credits under Clause 3.10 and is not a ground to withhold the Subscription Fee. The Parties shall try to resolve the dispute within fifteen (15) days. An amount agreed or determined to be payable is due within seven (7) days of agreement or determination. If the Merchant has not referred the dispute to directors under Clause 15.1 within thirty (30) days of its dispute notice, the invoice is treated as undisputed for the purposes of Clauses 11.4 and 11.6, without limiting either Party's rights under Clause 15.

2.8 Fee revision. Makeways may revise the Subscription Fee on not less than sixty (60) days' written notice, provided that no revision takes effect during the Grace Period or the Minimum Commitment Period and the fee is not revised more than once in any twelve (12) months. If a revision raises the fee by more than ten per cent (10%), the Merchant may terminate without charge by written notice within thirty (30) days of the revision notice, effective on the date the revision would have applied.

Customer payments

2.9 Paid directly to the Merchant. Every amount a Payer pays, for an In-App Order or any other transaction at an Outlet, is paid directly to the Merchant, either at the Outlet or into the Merchant's own account with its Payment Provider as configured on the Platform under Clause 2.15. Makeways makes no settlement or remittance to the Merchant because it never holds the money.

2.10 Counter payments. Cash and card payments taken at the counter fall entirely outside the Platform. The Merchant may record them on the Platform to award Loyalty Points and warrants that each recorded transaction is a genuine sale. An In-App Order to be paid at the Outlet is cancelled automatically if the Merchant's staff do not confirm payment on the Platform within the time stated in the Online Terms.

2.11 Point-of-sale integration. If the Merchant connects its own point-of-sale system to the Platform, it does so with integration credentials it creates in the Merchant Portal. The Merchant is responsible for keeping those credentials secret, for revoking them if they may be compromised, and for every sale reported with them, each of which is treated as a transaction the Merchant has recorded under Clause 2.10. The integration reports completed sales only, not refunds or voids.

2.12 Bank and card offers. The Platform may show Customers discounts that banks or card schemes publish for cards used at the Merchant's Outlets, and may apply such a discount to the total of an In-App Order that the Customer will pay by card at the Outlet. Makeways compiles those offers from information the banks publish, does not guarantee them and is not their issuer; whether a discount applies is decided by the bank or card scheme and the Merchant's own arrangements with it. Before confirming such an order as paid, the Merchant's staff shall check that the card presented qualifies and that the amount collected matches the total shown; if it does not, the Merchant records the sale under Clause 2.10 instead.

2.13 Records. The order and transaction records shown in the Merchant Portal are a technical log for operating the loyalty programme. They are not a statement of account, do not evidence receipt of funds and do not replace the Payment Provider's settlement statements. The Merchant shall report any discrepancy within fifteen (15) days of the transaction, without limiting either Party's rights under Clause 15.

The Merchant's payment arrangements

2.14 Payment Provider. The Merchant shall contract in its own name with a Payment Provider licensed or authorised to operate in Pakistan and keep that arrangement in good standing; the Platform's online checkout supports the Payment Providers listed in the Online Terms. All fees, deductions, holds, reserves, settlement cycles and chargeback rules under that arrangement are solely between the Merchant and its Payment Provider; Makeways is not a party to them, receives no part of them and gives no warranty about them.

2.15 Gateway credentials. The Merchant shall enter, through a Merchant administrator account, the gateway credentials and account details reasonably required to connect the Platform to its Payment Provider, and warrants that its agreement with its Payment Provider permits it to do so. The Merchant authorises Makeways to use them solely to: (a) create payment requests on the Merchant's own Payment Provider account, including hosted checkouts and payment QR codes; (b) receive and verify payment notifications; (c) query the status of payments and refunds to reconcile the Platform's records; and

(d) transmit to the Payment Provider any refund the Merchant instructs through the Platform, where the

Platform supports it. This is authorised access for all purposes, including the Prevention of Electronic Crimes Act, 2016. Makeways shall store the secret credentials encrypted, use the credentials for no other purpose, and delete them within thirty (30) days after termination. A change saved through a Merchant administrator account is the Merchant's instruction and takes effect when saved. Makeways' personnel shall not enter or change the credentials except on the written instruction of the Merchant's authorised signatory or a Merchant administrator, and Makeways shall email the Merchant's contacts in Schedule A whenever the Merchant's payment account or credentials are changed on the Platform, by whomever. Makeways is not liable for any payment credited to a wrong account because of details the Merchant supplied or changed, but is liable, subject to Clause 3, for a change made by its personnel without such an instruction.

Refunds, cancellations and chargebacks

2.16 Merchant's responsibility. The Merchant alone decides and funds every refund, cancellation, chargeback and reversal, and handles every complaint by a Customer or other Payer about the goods and services it supplies. Any dispute between the Merchant and a Customer about its goods, services, bills, discounts or rewards is a matter between them.

2.17 Refund tool. Authorised Merchant staff may use the refund tool to record a full or partial refund of an In-App Order that the Customer paid at the Outlet in cash or by card terminal. The Platform records the refund and adjusts Loyalty Points under Clause 2.19; it moves no money, and the Merchant returns the refunded amount to the Customer at the Outlet. The refund tool cannot refund or record a payment made through the Merchant's Payment Provider, or any share of a split bill however that share was paid. The Merchant refunds such a payment directly, at the Outlet for a share paid there and with its Payment Provider in every other case, and adjusts any Loyalty Points awarded on it under Clause 2.19. If Makeways extends the refund tool to payments made through the Payment Provider, it shall describe the extension in the Online Terms. The Merchant decides which of its staff may record refunds, and a refund recorded through a Merchant user account is the Merchant's act, except to the extent it results from a breach of Makeways' security obligations or is recorded by Makeways' personnel in breach of Clause 5.5.

2.18 Payments the Platform does not record. The Merchant's Payment Provider may occasionally capture a payment that the Platform does not record against an order, for example where two payments are made for the same share of a split bill, where a share is paid after the bill has been collected in full, or where a split bill expires after only some shares are paid. Makeways shall notify the Merchant by email promptly, and in any event within two (2) Business Days, after detecting such a payment. The payment is held by the Merchant, which shall promptly refund it to the Payer through its Payment Provider or, for a part-paid split bill, collect the balance or refund the shares paid.

2.19 Points on refunds. When a refund is recorded through the refund tool, the Platform reverses the Loyalty Points earned on the order in proportion to the amount refunded, but only to the extent the Customer still holds them. Points already spent are not recovered, and points the Customer spent on the refunded order are not restored automatically. For any other refund, including of a split-bill payment, an in-store award or a sale reported by the Merchant's point-of-sale system, the Merchant adjusts the Customer's points itself with the points adjustment tool in the Merchant Portal. The cost of any points not recovered falls on the Merchant under Clause 2.23.

2.20 No funding by Makeways. Makeways has no obligation to fund, advance or reimburse any refund, chargeback or reversal, and chargebacks are governed by the Payment Provider's rules. Makeways is liable, subject to Clause 3, only where the Platform records or transmits a refund that differs from the Merchant's instruction.

Loyalty costs

2.21 Merchant is the issuer. The loyalty programme is the Merchant's own promotion. The Merchant is the issuer and sole obligor of all Loyalty Points, Rewards Wallet balances, vouchers, rewards and offers issued in its name; Makeways provides the technology that calculates, records and redeems them and is not their issuer, guarantor or obligor. Any points Makeways issues on its own account (such as a platform bonus for completing a Customer profile) are Makeways' own promotion and cost, and the Merchant need not honour them unless it agrees. Loyalty Points are issued free of charge as a promotion and never in exchange for money, are a conditional discount redeemable only against the Merchant's own goods and services at its Outlets, have no monetary value until validly redeemed, cannot be redeemed for cash, bought, topped up, withdrawn, transferred or sold, are not a deposit or a debt owed by Makeways, and are forfeited when they expire after the configured number of months without an earning transaction at the Merchant.

2.22 Errors. If Loyalty Points, a voucher or a discount are credited or applied in error because of a Platform malfunction or an action taken in breach of Clause 5.5, Makeways may, and at the Merchant's request shall, correct the affected balances and tell the Merchant and the affected Customers. Correcting an error is not a change that reduces value under Schedule A Part 3 or Clause 4.7(f). Points or discounts redeemed before the correction are dealt with under Clause 3.5.

2.23 Cost and breakage. The full cost of every redemption falls on the Merchant. A voucher, reward or offer is redeemed when the Merchant's staff validate it on the Platform and apply the stated benefit at the till, and validating a voucher marks it as used; where the Platform itself applies a discount to an In-App Order, the Payer pays correspondingly less. Makeways neither funds any redemption nor takes any share of it. All breakage from expired points and from vouchers that expire unused belongs to the Merchant. The Merchant shall apply the benefit of every voucher its staff validate, honour every valid redemption at face value at every Outlet, and account for outstanding points as its own contingent liability; Makeways' report of outstanding points is provided to help and carries no warranty that it is sufficient for accounting or audit purposes.

Taxes

2.24 Taxes on the Merchant's supplies. The Merchant alone is responsible for the taxes on its own supplies to Customers, including the checkout tax rates applied on the Platform, whether it sets them or leaves the defaults in Schedule A in place, and any FBR or provincial invoicing or point-of-sale integration requirement. The default rates are placeholders, not tax advice, and Makeways accepts no responsibility for rates configured on the Platform. Order confirmations and receipts generated by the Platform are not tax invoices unless the Merchant has integrated the Platform with the relevant revenue authority's system. Each Party bears its own income tax.

3. Liability

3.1 Excluded loss. Neither Party is liable to the other for any indirect, incidental, special or consequential loss, or for any loss of profit, revenue, anticipated savings, business opportunity or goodwill, or loss or corruption of data, however arising (in contract, tort including negligence, breach of statutory duty or otherwise) and whether or not foreseeable. This Clause does not exclude the Merchant's liability for Fees and other sums payable under this Agreement, or Makeways' claim for the Subscription Fee that would have been payable for any notice period or unexpired Minimum Commitment Period the Merchant fails to observe.

3.2 Cap. Subject to Clauses 3.3 and 3.4, Makeways' total liability to the Merchant arising out of or in connection with this Agreement in any twelve (12) month period shall not exceed the greater of

(a) the Fees actually paid by the Merchant in the six (6) months before the event giving rise to the

claim and (b) Rupees five hundred thousand (Rs. 500,000). The floor in (b) applies because no Fees are payable during the Grace Period.

3.3 Unlimited liability. Nothing in this Agreement excludes or limits liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; wilful misconduct; any liability that cannot lawfully be limited; the Merchant's obligation to pay Fees and other sums due under this Agreement; the Merchant's indemnity under Clause 3.6; Makeways' indemnity under Clause 3.7(a); or the Merchant's breach of Clause 5.3 (licence restrictions) or Clause 9 (confidentiality).

3.4 Data and confidentiality cap. Makeways' total liability under Clause 3.7(b), and for any breach of Clause 8 or Clause 9, for all claims together, shall not exceed the greater of (a) three (3) times the Fees paid or payable in the twelve (12) months before the event giving rise to the first claim and (b) Rupees two million (Rs. 2,000,000). This cap is in addition to the cap in Clause 3.2. Clause 3.1 applies to these claims, except that sums Makeways must pay to a third party under Clause 3.7 are recoverable.

3.5 Payments outside Makeways' control. Makeways is not liable for any act or omission of a Payment Provider, bank or card scheme, including a declined, delayed, held or reversed payment, a settlement delay, a reserve, a chargeback, a gateway outage, or a payment credited to a wrong account because of details the Merchant supplied. Makeways is not liable for the cost of any Loyalty Point, reward, voucher or offer, except one created or applied by Makeways' personnel in breach of Clause 5.5 or through a Platform error under Clause 2.22, for which Makeways is liable subject to Clauses 3.1 and 3.2. Makeways is not liable for suspending a Customer account, a feature or proximity messaging in good faith under this Agreement or the Online Terms.

3.6 Merchant indemnity. The Merchant shall indemnify, defend and hold harmless Makeways and its directors, officers and employees against all claims, demands, proceedings, losses, damages, fines, penalties, costs, expenses and reasonable legal fees arising from: (a) the goods and services the Merchant supplies, including their quality, safety, description, price or non-supply; (b) any injury, illness or death alleged to arise from them; (c) the Merchant's breach of Applicable Law or of any licence; (d) any failure to honour a Loyalty Point, reward, voucher or offer; (e) any refund, chargeback, reversal or Customer dispute, except to the extent caused by Makeways' breach of this Agreement; (f) content the Merchant uploads, including intellectual property claims; (g) the Merchant's taxes, including any claim by a revenue authority; (h) the Merchant's breach of Clause 8 (data); and (i) any message, campaign or offer the Merchant sends or publishes through the Platform.

3.7 Makeways indemnity. Makeways shall indemnify and hold harmless the Merchant against all claims, losses and costs arising from (a) any claim that the Platform, as provided by Makeways and used in accordance with this Agreement, infringes a third party's intellectual property rights in Pakistan, and (b) Makeways' breach of Clause 9 (confidentiality) or of its obligations as a processor of Merchant Data under Clause 8.2. For (a), Makeways may at its option and cost procure the right to continue use, modify or replace the affected element, or, if neither is reasonably possible, terminate on notice and refund any Fees paid in advance for the unexpired period.

3.8 Claims procedure. The indemnified Party shall promptly notify the claim in writing, shall not admit liability or settle without the other's consent (not to be unreasonably withheld), and shall give the indemnifying Party conduct of the defence and reasonable help at the indemnifying Party's cost. Makeways may, however, keep conduct of any claim brought against it by a regulator, revenue authority or other public body, or that concerns the Platform generally or other merchants; it shall then consult the Merchant, keep it informed, and not settle the claim at the Merchant's cost without the Merchant's consent, not to be unreasonably withheld. The indemnified Party may take part in the defence with its own advisers at its own cost. Late notice reduces the indemnity only to the extent it causes prejudice.

3.9 Disclaimer. Save as expressly stated in this Agreement, all implied warranties and conditions are excluded to the extent the law allows. Makeways does not warrant that the Platform will be uninterrupted or error-free, compatible with any third-party system, or that it will increase the Merchant's sales, footfall, retention or revenue. Any projection or estimate of benefit, including a modelled give-back, is indicative only and not a warranty.

3.10 Availability remedy. Service credits under the Online Terms are the Merchant's sole financial remedy for missing the availability target, save where the failure is a material breach entitling the Merchant to terminate under Clause 11.3. While the Grace Period is running, the remedy is the day-for-day extension of the Grace Period under Clause 6.3 for the duration of any Priority 1 outage.

3.11 Mitigation and fairness. Each Party shall take reasonable steps to mitigate its loss. The Merchant accepts that these limits are reasonable having regard to the Fees, including the waiver of Fees during the Grace Period.

4. Online terms and updates

4.1 Online Terms. The operational detail of the Services is set out in the Revolo Merchant Terms published by Makeways at an address it notifies to the Merchant (the "Online Terms"), which form part of this Agreement. The Online Terms cover: the features and limits of each plan and the Payment Providers the Platform supports; service levels, support hours and service credits; acceptable use of the Platform; data-processing particulars, security measures and sub-processors; loyalty configuration rules; and Platform policies on content, listings, reviews and the use of Customer communications. Each version carries a version number and effective date, and Makeways shall keep every version, including superseded ones, available at that address. The version in force at the Effective Date is identified in Schedule A, and the Merchant acknowledges receiving a copy of it.

4.2 Updates. Makeways may update the Online Terms by publishing a new version at the address in Clause 4.1 and sending notice of it by email to the operations and finance contacts and the Online Terms contact in Schedule A Part 4, with a PDF copy of the new version. Each notice shall summarise the changes in plain language, state the date they take effect and whether Makeways treats them as a Material Change, and mark the changes. Makeways may also show the notice in the Merchant Portal, but email notice alone is sufficient.

4.3 Notice periods. An update takes effect:

(a) on publication, or on any later date stated, if it adds features, clarifies wording, or otherwise does not reduce the Merchant's rights or increase its obligations;

(b) not less than thirty (30) days after notice, if the update, alone or together with other updates in the previous twelve (12) months, materially reduces the Merchant's rights, materially increases its obligations or costs, or materially reduces the service levels, service credits or core functionality of its plan, whether by an update to the Online Terms or by a change to the Platform (a "Material Change"); and

(c) on such shorter notice as is reasonably practicable, if it is required by Applicable Law, a regulator, a court or a Payment Provider, or is urgently needed to protect the security of the Platform or to prevent fraud.

4.4 Objection. If the Merchant reasonably considers that an update notified under Clause 4.3(a) is a Material Change, it may say so in writing within thirty (30) days of the notice. Unless Makeways then withdraws the update for the Merchant, the update is treated as a Material Change for the purposes of Clause 4.6, and the time for the Merchant's notice under Clause 4.6 runs from Makeways' reply.

4.5 Acceptance. Subject to Clause 4.6, the Merchant accepts an update by confirming it in writing (including by email or, where the Merchant Portal offers it, by accepting it there) or by continuing to use the Platform after the update takes effect. Acceptance given by the Merchant's authorised signatory, its Online Terms contact in Schedule A or a Merchant administrator binds the Merchant. Makeways may ask the Merchant to confirm a Material Change, but shall not withhold any feature of the Merchant's plan because it has not done so. Makeways shall keep an electronic record of each version, each notice sent (with its date, time and recipient address) and each confirmation. The Parties agree that these records may be produced in evidence in accordance with the Electronic Transactions Ordinance, 2002 and the Qanun-e-Shahadat Order, 1984, and are prima facie evidence of their contents.

4.6 Right to exit. If an update is a Material Change, the Merchant may terminate this Agreement by written notice given before the change takes effect or within thirty (30) days after it takes effect. Termination under this Clause is without any early termination charge, but does not affect Fees or other liabilities accrued before it takes effect. It takes effect on the date stated in the notice (no later than sixty (60) days after the notice) and entitles the Merchant to a pro-rata refund of Fees paid in advance for the period after termination. From the notice until termination, Makeways shall not apply the Material Change to the Merchant where that is reasonably practicable; where it is not, the Subscription Fee for that period is reduced fairly to reflect the change. Any part of an update made under Clause 4.3(c) applies from its effective date, without any reduction. Continued use of the Platform while the Merchant may still give notice under this Clause is not acceptance of the Material Change.

4.7 What an update cannot do. No update to the Online Terms may: (a) introduce a new fee or charge, or change the Subscription Fee (which may change only under Clause 2.8); (b) change the Grace Period, the Minimum Commitment Period or the early termination charge; (c) limit Makeways' liability beyond Clause 3, or widen the Merchant's liability or indemnities; (d) change the governing law or the dispute resolution clause; (e) take effect retrospectively; (f) reduce the value of Loyalty Points already issued to Customers; (g) reduce the availability target or service credits below those in the version in force at the Effective Date; or (h) widen the purposes for which Makeways may use Merchant Data, or the Customer data shared with the Merchant, beyond Clause 8, or change which Party is controller or processor of any personal data.

4.8 Precedence. If the Online Terms conflict with the Signed Terms, the Signed Terms prevail. Within the Signed Terms, Schedule A prevails over Clauses 1 to 17 on fees, dates, the number of Outlets included and any limit written into Schedule A or a Customised plan annexure. The other features and limits of each plan are those in the Online Terms as updated under this Clause 4.

4.9 Customer-facing terms. Makeways shall, before the Go-Live Date, publish terms of use for the Revolo consumer application that Customers must accept, stating at least that Loyalty Points and vouchers are issued by the participating merchant, have no cash value, cannot be transferred or sold, and expire as configured on the Platform. Makeways may update those terms and the privacy policy, and operates the Platform's consent and preference framework. The Merchant's own terms of sale govern its goods and services. Makeways shall not, through the consumer application's terms, make any promise to Customers on the Merchant's behalf or impose any obligation on the Merchant about its goods, services, prices, refunds or rewards beyond what the Merchant configures on the Platform, and a change to those terms that increases the Merchant's obligations is a Material Change. The Merchant shall not make statements to Customers about the Platform that contradict the consumer application's terms.

4.10 Amendments to the Signed Terms. Any change to the Signed Terms requires a document signed by both Parties, except: (a) a fee revision under Clause 2.8; (b) a plan change or an added Outlet under Clause 5.2; (c) Makeways' written confirmation of the Go-Live Date, of the Grace Period expiry and of the date an Outlet goes live; and (d) configuration changes the Merchant makes in the Merchant Portal. Makeways shall confirm each change under (a) to (c) to the Merchant by email.

5. Services, plans and licence

5.1 Services and plans. Makeways shall provide the Platform and related onboarding, support and maintenance (the "Services") at the Outlets, on a non-exclusive basis. The Merchant's plan (Basic, Pro or Customised) is recorded in Schedule A and its features and limits are described in the Online Terms. A feature Makeways makes available outside that plan creates no charge and may be withdrawn on thirty (30) days' notice.

5.2 Plan changes and Outlets. The Merchant may upgrade at any time, effective on Makeways' written confirmation at the Schedule A fee (or accepted written quote for Customised), pro-rated. The Merchant may add an Outlet by creating it on the Platform; it is an Outlet from the date it goes live and is charged from the later of that date and the end of the Grace Period, without a new Grace Period. A downgrade takes effect from the next billing cycle on thirty (30) days' notice; the Merchant shall bring its configuration within the lower plan's limits, failing which Makeways may deactivate the excess on seven (7) days' notice without liability. A downgrade does not shorten the Minimum Commitment Period or reduce the fee payable for it.

5.3 Licence. Subject to compliance with this Agreement, Makeways grants the Merchant a non-exclusive, non-transferable, non-sublicensable, revocable licence to use the Platform during the Term for its internal business at the Outlets. The Merchant and its personnel shall not copy, modify, reverse engineer or resell the Platform, use it to build a competing product, circumvent its security or limits, scrape it, or use it unlawfully. The Parties are independent contractors and neither may bind the other, except that Makeways transmits the Merchant's instructions to its Payment Provider under Clause 2.15.

5.4 Platform safeguards. Makeways may take the operational measures set out in the Online Terms to protect Customers and the Platform, including suspending points on a Customer account reasonably suspected of fraud and declining an unfair or unlawful loyalty configuration.

5.5 Support access. Makeways' personnel may access the Merchant's account only to onboard and support it, investigate a fault, security incident or suspected fraud, or as the law requires. Without a Merchant administrator's written instruction they shall not adjust points, create offers, discounts, campaigns or listings, message Customers, change loyalty or tax settings, record refunds, or change payment details. Makeways shall log each such action and give the log to the Merchant on request.

6. Onboarding, go-live and grace period

6.1 Onboarding. On the basis of the Merchant's Registration & Onboarding Form (Form REV-MRF-01), which it warrants is true, Makeways shall at no charge set up its profile and Outlets, load its menu, configure its loyalty programme per Schedule A, supply QR codes and train its staff. The Merchant shall supply the materials, access and staff time reasonably required.

6.2 Go-Live Date. The "Go-Live Date" is the date the first Outlet becomes visible to Customers and able to record transactions, as confirmed by Makeways in writing within three (3) Business Days (conclusive absent manifest error). Go-live shall not occur before the terms in Clause 4.9 are published. If go-live has not occurred within forty-five (45) days of the Effective Date for reasons attributable to the Merchant, it is deemed to occur on the forty-sixth (46th) day.

6.3 Grace Period. The Subscription Fee is waived for three (3) months from the Go-Live Date, as extended under this Clause (the "Grace Period"), with full Services. It extends by one (1) month if the Activation Milestones in Schedule A are met by the end of month two (Makeways confirming within seven (7) days), and day for day for any Priority 1 outage (platform, ordering, payments or redemptions unavailable at an Outlet during trading hours) attributable to Makeways or any Force Majeure Event affecting Makeways. A signed addendum may add up to three (3) months (seven (7) months maximum, excluding day-for-day extensions). Makeways shall give thirty (30) days' notice of expiry. Waived fees are never charged retrospectively, except that if Makeways terminates under Clause 11.4(e) it may invoice the fees for the elapsed Grace Period.

6.4 During the Grace Period the Merchant shall not run another third-party digital loyalty programme at the Outlets (paper stamp cards and bank discounts excepted), shall promote the Platform and display its QR collateral, and shall keep its menu, prices and hours current. Either Party may terminate during the Grace Period on thirty (30) days' notice without charge. The Grace Period is granted once per Merchant and its affiliates.

7. Obligations

7.1 Merchant. At its own cost the Merchant shall keep its menu and prices accurate and no higher than walk-in prices; fulfil In-App Orders promptly; train its staff and display the QR collateral; provide its own connectivity, devices and collateral; keep credentials secret and report any compromise; comply with Applicable Law and hold all licences; never create a transaction, enrolment, check-in, review or redemption that is not genuine; notify changes to its name, ownership, tax status, Outlets or contacts within seven (7) days; and co-operate in fraud or security investigations. The Merchant is responsible for its staff and anyone using its accounts.

7.2 Makeways. Makeways shall provide the Services with reasonable skill and care, use reasonable endeavours to achieve 99.5% monthly availability as measured and credited under the Online Terms, keep daily encrypted backups for at least thirty (30) days, and provide training, support and a named contact. It may improve the Platform from time to time; a material reduction in core functionality is a Material Change under Clause 4.

8. Data, privacy and intellectual property

8.1 Ownership. The Merchant owns the data uploaded by or for it and the transaction and Customer records generated at its Outlets ("Merchant Data"), and licenses Makeways to process it to provide and improve the Services and to create aggregated, de-identified data. Makeways owns the Platform and all other data generated by operating it, including Customer account data and aggregated data, and may use aggregated data only in a form that identifies no Merchant, Outlet or Customer.

8.2 Customers. For Customers who transacted or enrolled at its Outlets, the Merchant receives their name, membership code, the contact details and birth date they chose to share, and their activity at the Merchant, and no other Customer data (no location, card, device or cross-merchant data). The Merchant uses that data as an independent controller only to run its loyalty programme, and shall not use the Platform to obtain any other Customer's data (save to identify a Customer at the till). Makeways processes Merchant Data on the Merchant's instructions. Each Party keeps appropriate security, reports a personal data breach to the other within seventy-two (72) hours, sells no personal data for third-party marketing, and messages Customers only as the Platform's opt-outs and Applicable Law allow. Sub-processors, including overseas hosting, are listed in the Online Terms.

8.3 Location data. Location is collected only from Customers who permit it. The Platform uses it to send an automatic notice, worded by the Platform, when a Customer enters an Outlet's zone, at most once per Customer per Outlet in thirty (30) minutes. The Merchant sets a proportionate radius at premises it operates and never receives any Customer's location.

8.4 Export and deletion. The Merchant may download the Platform's exports during the Term and, on request made up to thirty (30) days after termination, receive its Merchant Data in a machine-readable format within fifteen (15) Business Days. Makeways deletes or anonymises Merchant Data within ninety (90) days after termination, subject to legal retention or a pending dispute.

8.5 Intellectual property. All rights in the Platform and the Revolo brand remain with Makeways or its licensors. The Merchant licenses Makeways, royalty-free during the Term, to display its name, logo, images and menu on the Platform and in Platform marketing (archived and printed copies need not be recalled), and warrants it has the rights to all content it uploads. Makeways may name the Merchant as a customer unless it objects on sixty (60) days' notice. Neither Party issues a press release about this Agreement without the other's consent.

9. Confidentiality

9.1 Each Party shall keep the other's Confidential Information confidential, use it only for this Agreement, and disclose it only to personnel, advisers and sub-contractors bound by equivalent duties, or as the law requires. Public, already held or independently developed information is excluded. These duties last three (3) years after termination, and indefinitely for trade secrets and source code.

10. Warranties

10.1 Each Party warrants that it may sign and perform this Agreement. The Merchant also warrants that it holds all licences for each Outlet, that its onboarding information is true, that its goods and services are safe and accurately described, and that it is not insolvent.

11. Term, termination and suspension

11.1 Term. This Agreement runs from the Effective Date until the later of twelve (12) months after the Go-Live Date and the end of the Minimum Commitment Period, then renews for twelve (12) months at a time unless either Party gives sixty (60) days' notice before the end of the current period (the "Term").

11.2 Minimum Commitment Period. The Merchant commits to receive and pay for the Services for six (6) months from the day after the Grace Period ends (the "Minimum Commitment Period"), and may not terminate for convenience during it. After it, either Party may terminate on sixty (60) days' notice.

11.3 Breach. Either Party may terminate immediately by written notice if the other fails to remedy a material breach within thirty (30) days of written notice specifying it.

11.4 Makeways' termination rights. Makeways may also terminate immediately by written notice if:

(a) the Merchant becomes insolvent or makes an arrangement with its creditors; (b) the Merchant ceases,

or threatens to cease, business at all Outlets; (c) continuing would breach Applicable Law or a requirement of a regulator, bank or Payment Provider; (d) an undisputed invoice is unpaid sixty (60) days after its due date with all reminders under Clause 2.5 sent and no extension under Clause 2.6 in force; (e) the Merchant engages in fraud or manipulation of transactions, enrolments, check-ins, reviews or redemptions; or (f) the Merchant's conduct is, in Makeways' reasonable opinion, likely to cause material damage to Revolo's reputation or to Customer safety.

11.5 Early termination charge. If, during the Minimum Commitment Period, the Merchant terminates other than as this Agreement allows, or Makeways terminates under Clause 11.3 or Clause 11.4(b), (d) or (e), the Merchant shall pay within fifteen (15) days of invoice the Subscription Fee that would have fallen due for the rest of that period, less any already paid, plus sales tax. This is a genuine pre-estimate of Makeways' loss, given the Services provided free during the Grace Period, and not a penalty. No charge is payable on any other termination by Makeways.

11.6 Suspension. Makeways may suspend access, in whole or in part and only as far and as long as reasonably necessary, (a) for an undisputed invoice unpaid thirty (30) days after its due date, after all reminders, with no extension in force and seven (7) days' further notice; (b) for a security risk;

(c) when required by law, a regulator, a bank or a Payment Provider; or (d) on reasonable suspicion of

fraud or non-genuine activity. The Subscription Fee continues during a suspension under (a) or (d) and abates during any other suspension not caused by the Merchant.

11.7 On termination the licence ends; the Merchant removes Revolo branding and QR collateral, honours outstanding points for sixty (60) days (with redemption kept available at no charge) and returns any loaned hardware within fifteen (15) days or pays its replacement value; accrued amounts fall due; and Fees paid in advance for the period after termination are refunded pro rata within thirty (30) days, except on a termination that carries the charge in Clause 11.5. Accrued rights are unaffected. Clauses 1, 2.4, 2.7, 2.13, 2.16, 2.19 to 2.24, 3, 6.3, 8, 9, 11.5, 11.7 and 14 to 17 survive.

12. Force majeure

12.1 Neither Party is liable for any failure or delay (other than paying money due) caused by an event beyond its reasonable control, such as natural disaster, epidemic, war, civil unrest, government action, telecom or internet shutdown (including by PTA order), sustained power failure or a wider outage of a third-party cloud, payment or telecom provider despite Makeways' reasonable precautions (a "Force Majeure Event"), provided it gives prompt notice, mitigates and resumes as soon as practicable. If a Force Majeure Event affecting Makeways stops the Services for more than seven (7) consecutive days, the fee abates proportionately; beyond thirty (30) consecutive days either Party may terminate without liability.

13. Compliance and audit

13.1 Each Party shall comply with anti-bribery, anti-money laundering, counter-terrorist financing and sanctions law, and the Merchant shall provide know-your-customer information reasonably requested by Makeways or its Payment Provider. Makeways may audit the Merchant's Platform-related records once a year on seven (7) days' notice (more often if fraud is suspected), at the Merchant's cost if a material breach is found.

14. Non-solicitation

14.1 During the Term and for twelve (12) months after, neither Party shall solicit the other's employees involved in this Agreement, except through general advertisement.

15. Disputes and governing law

15.1 Any dispute arising out of or in connection with this Agreement, including its validity or termination (a "Dispute"), goes first to the Parties' operational representatives and after fifteen (15) days to a director of each. A Dispute unresolved thirty (30) days after first reference is finally settled by a sole arbitrator under the Arbitration Act, 1940, appointed by agreement or, failing agreement within fifteen (15) clear days of a notice to concur, by the court, seated in Lahore, in English, each Party bearing its own costs and half the arbitrator's fees unless the award directs otherwise. This Agreement is governed by the laws of Pakistan; the courts at Lahore have exclusive jurisdiction subject to arbitration, and either Party may seek interim relief. The Parties keep performing during a Dispute, save as to the matter in dispute.

16. Notices

16.1 Notices are in writing, by hand, courier or email to the notice details in Schedule A Part 4, and are received on delivery, on the second Business Day after courier despatch, or on email transmission without a non-delivery message (next Business Day at 9:00 a.m. if sent after 5:00 p.m.). Notices of termination or material breach must also go by hand or courier. Online Terms notices are given under Clause 4.2.

17. General

17.1 This Agreement is the entire agreement and supersedes all prior proposals and pitch materials; neither Party has relied on any statement not set out in it, save for fraud. The Merchant may not assign or transfer it without Makeways' consent; Makeways may assign or novate it to an affiliate or a purchaser of its business on notice. An unenforceable term is severed or read down. A waiver must be in writing. No third party may enforce it except those indemnified under Clause 3.6. It may be signed in counterparts and electronically under the Electronic Transactions Ordinance, 2002, and shall be duly stamped (e-stamp or non-judicial stamp paper) under the Stamp Act, 1899 as applicable in the province of execution, the duty being borne as the Parties agree in writing. English governs.