Terms and Conditions

Last Updated: 01 April 2026

This Referral Terms and Conditions, hereinafter the “Agreement”, outlines the terms and conditions basis which Al-Saheb Al-Mutqadama For Information Technology, a company organized under the laws of KSA, with commercial registration number 1010486502 and having registered address at Imam Saud Bin Faisal Rd, Riyadh, 13515, 2nd Floor, Kingdom of Saudi Arabia, hereinafter “Foodics”, “we”, or “us”, will provide the Services to you, hereinafter “Referral Partner” or “you”.

By agreeing to this Agreement, the Referral Partner is agreeing to share leads and contacts who are willing to buy and use Foodics products and services, and to receive a commission in return on each closed deal as per the terms and conditions set within the signed agreement between the referral, whether individual or company, and Foodics.

1. Opportunity Approval Process

a. If the Referral Partner identifies an Opportunity, the Referral Partner will register such Opportunity with Foodics via the affiliate dashboard only. The affiliate dashboard will be the official and exclusive channel for referral submission, and referrals through other mediums such as email, SMS, WhatsApp, or similar channels will not be considered.

b. Foodics shall promptly register such Opportunity on its partner portal, the “Foodics Partner Portal”, after obtaining all the required information from the Referral Partner.

c. Foodics will have the sole discretion to approve or reject any Opportunity submitted by the Referral Partner. In case of acceptance, Foodics shall notify the Referral Partner via the authorized channels, including email, LinkedIn, or other approved channels, the “Approval Notice”.

d. In order for an opportunity to be recognized to the referrer, it needs to be converted into a deal within three (3) months. Otherwise, no referral fee shall be granted to the referrer.

e. Upon the expiration of the three (3) month period, the registration and all rights of the Referral Partner with respect to the Opportunity will automatically expire without notice.

f. Notwithstanding the foregoing, Foodics shall have the sole right to revoke the Referral Partner Opportunity registration if:

  • The Referral Partner introduces a competing technology to the end user with respect to the Opportunity;
  • The Referral Partner is not actively pursuing the Opportunity; or
  • The end user requests to cease working with the Referral Partner.

g. If a conflict arises where two (2) or more Referral Partners claim the same potential Opportunity, Foodics will evaluate the case through a mechanism which might include conditions such as:

  • The Referral Partner is incumbent;
  • The Referral Partner is driving a larger deal where Foodics is part of the same deal; or
  • Any other applicable point which clearly distinguishes one Referral Partner from the other.

h. If Foodics progresses in such Opportunity and reaches business terms and delivery details, such Opportunity shall become a deal, the “Deal”.

2. Payment and Terms

a. In case the Partner refers a new customer that has not been contacted by Foodics, the commission shall be calculated at six percent (6%) payable by Foodics to the Referral Partner, the “Referral Fees”.

b. The Referral Partner agrees that:

  1. The Referral Fees will be paid on the software subscription only.
  2. The Referral Fees will be paid on the first subscription amount only.
  3. There will be no Referral Fees paid on renewals.
  4. No Referral Fees will be paid if the customer terminates the agreement with Foodics within the first 30 days from its subscription start date.

c. Referral Fees will be paid to the Referral Partner within thirty (30) days following the end of the month the customer starts its subscription with Foodics.

3. Independent Contractor; No Authority

a. The relationship between the Parties is that of independent contractors, and does not, and shall not, be deemed to create a company, partnership, employment, agency, representation, or similar relationship between the Parties.

b. The Referral Partner is granted no right or authority whatsoever to assume or create obligations or responsibilities, expressed or implied, on behalf of Foodics, and shall not take any action which has the effect of creating the appearance of it having such right or authority. The Referral Partner shall not have the right to, and shall not, bind or commit Foodics to any agreement, contract, or undertaking, or waive or compromise any of the rights of Foodics against third parties.

4. Related Party Transaction

a. Related Party Referral Limitation – Natural Persons: Where the Referral Partner is a natural person and is determined to be a relative of a Foodics employee up to the fourth degree, including by blood, marriage, or legal guardianship, the Referral Commission shall be capped at three percent (3%), regardless of the number of branches and the standard commission structure. It is the duty of the employee and/or Referral Partner to disclose such relationships in advance. Failure to disclose shall be deemed a material breach of this Agreement. Any undisclosed relationship identified post-signing shall entitle Foodics to suspend or claw back commissions and may result in termination of this Agreement.

b. Referral Commission Limitation for Affiliated Juristic Persons:

Where the Referral Partner is a juristic person, including but not limited to corporations, partnerships, or other legal entities, and a current Foodics employee or his relatives up to the fourth degree:

  • Holds an executive position in the Referral Partner; or
  • Owns or controls fifty percent plus one share (50% + 1) or more of its equity or voting rights;

Then the Referral Commission payable shall be capped at three percent (3%), unless otherwise agreed in writing and approved by the Compliance and Legal Departments.

c. Referral Partners must disclose any such affiliations in advance. Any undisclosed relationship identified post-signing shall entitle Foodics to suspend or claw back commissions and may result in termination of this Agreement.

d. It is further clarified that the Referral Commission mentioned in clause 4(a) shall also be applicable in cases where the Referral Partner was employed by, engaged with, or provided services to Foodics in any capacity, including as a full-time or temporary employee, consultant, or otherwise, at any time during the three (3) years preceding the date of this Agreement.

5. Terms and Termination

a. Foodics shall have the right at any time to terminate this Agreement at its sole discretion after serving a seven (7) days written notice to the Referral Partner, the “Termination Date”. In case of default or bankruptcy of the Referral Partner, Foodics is entitled to terminate with immediate effect.

b. Once this Agreement is terminated according to clause 5(a) above, any due payments to the Referral Partner shall be paid within thirty (30) days from the Termination Date.

6. Fraud Prevention, Referral Integrity and Commission Protection

6.1 Referral Validity and Eligibility

6.1.1. A “Valid Referral” shall mean a bona fide, new prospective customer that:

  1. Is not an existing or previously contracted customer of Foodics;
  2. Has not been previously introduced, referred, or is not already under active engagement, negotiation, or sales pipeline with Foodics at the time of submission, as determined solely by Foodics; and
  3. Has been submitted through the prescribed referral process with complete, accurate, and verifiable information.

6.1.2. Foodics shall have the sole and absolute discretion to determine whether a referral qualifies as a Valid Referral.

6.2 Prohibited Conduct

The Referral Partner shall not engage in any fraudulent, abusive, or manipulative practices, including but not limited to:

  1. Self-Referrals: referring itself, its affiliates, employees, agents, or any entity under common ownership or control;
  2. Duplicate Referrals: submitting the same prospective customer multiple times, whether directly or indirectly, or attempting to claim credit for a referral already submitted by another party or already known to Foodics;
  3. Fake or Misleading Submissions: providing false, inaccurate, incomplete, or misleading information, including fabricated leads or non-genuine prospects;
  4. Pre-Existing Leads: submitting referrals that are already in discussion, negotiation, onboarding, or engagement with Foodics, whether directly or through another partner, channel, or internal team;
  5. Circumvention: attempting to bypass Foodics’ referral validation processes, commission structures, or program terms.

6.3 Verification and Audit Rights

6.3.1. Foodics reserves the right to verify the authenticity, ownership, and eligibility of any referral at any time.

6.3.2. The Referral Partner shall maintain complete and accurate records relating to all referrals and shall, upon reasonable request, provide supporting documentation to substantiate the legitimacy of any referral.

6.3.3. Foodics may reject any referral where sufficient verification is not provided or where there is reasonable suspicion of non-compliance with this clause.

6.4 Rejection, Suspension and Disqualification

6.4.1. Foodics reserves the right, at its sole discretion, to:

  1. Reject any referral that does not meet the eligibility criteria;
  2. Suspend or disqualify the Referral Partner from the program; and/or
  3. Withhold or deny any commission payments;

In each case where Foodics determines that:

  1. The referral is invalid;
  2. The Referral Partner has breached this Agreement; or
  3. Fraudulent, deceptive, or abusive conduct has occurred.

6.5 Commission Clawback and Adjustments

6.5.1. Notwithstanding any provision to the contrary, Foodics shall have the right to withhold, offset, or claw back any commissions paid or payable to the Referral Partner in the event that:

  1. A referral is subsequently determined to be invalid, fraudulent, or non-compliant;
  2. The referred customer cancels, terminates, or fails to activate the services within the applicable qualification period;
  3. Any transaction is refunded, reversed, or subject to chargeback;
  4. The referral results from a breach of this Agreement or the referral program terms; or
  5. The Referral Partner engages in any conduct prohibited under Clause 2.

6.5.2. Foodics may recover such amounts by:

  1. Setting off against any future commissions payable; or
  2. Issuing a written demand for repayment, which shall be payable within ten (10) days of notice.

6.6 Survival

This clause shall survive termination of the Agreement and shall continue to apply to any referrals submitted prior to termination.

7. Trademarks and Other Intellectual Property

a. The Referral Partner shall not have the right to use directly or indirectly the trademarks, brand names, commercial names associated with Foodics, and other intellectual property, collectively the “Trademarks” and other intellectual property, without Foodics’ prior written consent.

b. The Referral Partner hereby acknowledges that Foodics is the sole owner of the Trademarks and the goodwill pertaining thereto, and that nothing contained herein shall constitute an assignment of the Trademarks or grant to the Referral Partner any right, title, or interest therein.

c. If the Referral Partner acquires any rights to the Trademarks for any reason, the Referral Partner undertakes to promptly return such rights to Foodics immediately and without expense to Foodics.

8. Confidentiality

a. The Referral Partner acknowledges that by reason of its relationship with Foodics hereunder, it may have access to certain information and materials relating to Foodics’ business, suppliers, customers, personnel, technology, and marketing strategies that is confidential and of substantial value to Foodics, collectively “Confidential Information”.

The Referral Partner agrees that it will not use Confidential Information in any way for its own benefit, other than to perform under this Agreement, or for the benefit of any third party, nor will the Referral Partner disclose to any third party any Confidential Information.

The Referral Partner further agrees that it will return to Foodics or destroy all copies of Confidential Information under its custody or control upon request by Foodics or termination of this Agreement. The provisions of this clause shall survive the termination of the Agreement for any reason.

Upon any breach or threatened breach of this clause, Foodics shall be entitled to injunctive relief in addition to other remedies, which injunctive relief shall not be contested by the Referral Partner.

b. Each Party shall comply with all applicable laws and regulations, including but not limited to all applicable data protection and privacy laws and regulations, in connection with its performance under this Agreement.

9. Applicable Law, Jurisdictional Matters

a. This Agreement is governed by and construed under the laws of KSA, without regard to its conflict of law rules.

b. Each Party irrevocably agrees that the courts of Riyadh shall have exclusive jurisdiction to settle any dispute or claim, including non-contractual disputes or claims, arising out of or in connection with this Agreement or its subject matter or formation.