1. Definition

For the purposes of this document, a Force Majeure Event means any event or circumstance that is beyond the reasonable control of the affected party, that was not reasonably foreseeable at the time the relevant obligation arose, and that prevents or materially delays the performance of such obligation despite the affected party having taken reasonable mitigation measures.

Force Majeure Events may include, without limitation:

1. Acts of God, including natural disasters such as earthquakes, floods, storms, fires, or epidemics.

2. War, armed conflict, terrorism, civil unrest, riots, or acts of sabotage.

3. Governmental actions, including laws, regulations, embargoes, sanctions, lockdowns, curfews, or compulsory orders issued by any competent authority in the United Arab Emirates or elsewhere.

4. Failure or interruption of utilities or infrastructure not controlled by the affected party, including telecommunications networks, internet backbone failures, or payment network outages.

5. Systemic failure of third-party service providers that are not controlled by the affected party, including payment gateways, logistics providers, hosting providers, or cloud infrastructure providers, provided that commercially reasonable alternatives are not immediately available.

2. Excluded Events

Force Majeure Events do not include:

1. Financial hardship, lack of funds, or changes in market conditions.

2. Labor disputes or staffing shortages limited to the affected party or its contractors.

3. Failures caused by negligence, willful misconduct, fraud, or breach of contractual or legal obligations by the affected party.

4. Failures of Vendors to source inventory, manage stock, price products, or arrange delivery, except where directly caused by a qualifying Force Majeure Event.

3. Effect on Obligations

If a party is prevented from performing any obligation under the marketplace framework due to a Force Majeure Event:

1. The affected obligation shall be suspended for the duration of the Force Majeure Event.

2. The affected party shall not be deemed in breach of its obligations solely to the extent performance is prevented by the Force Majeure Event.

3. No party shall be entitled to damages, penalties, or termination solely as a result of such suspension, except as expressly permitted under mandatory law.

4. Platform-Specific Application

1. The Platform shall not be liable for any failure or delay in platform availability, transaction processing, settlement timing, enforcement actions, or data access where such failure or delay is caused by a Force Majeure Event.

2. The Platform does not assume responsibility for Vendor non-performance, delivery delays, product unavailability, or service failures resulting from a Force Majeure Event affecting a Vendor or its logistics providers.

3. The Platform retains full discretion to implement temporary operational measures, including suspensions, extensions, or adjusted enforcement timelines, to preserve marketplace integrity during a Force Majeure Event.

5. Vendor and Buyer Responsibilities

1. Vendors remain responsible for promptly informing Buyers through the Platform of material delays or disruptions caused by a Force Majeure Event affecting order fulfillment.

2. Buyers acknowledge that delivery timelines, availability, and dispute resolution processes may be extended or modified during a Force Majeure Event without giving rise to Platform liability.

3. Vendors must use commercially reasonable efforts to mitigate the effects of a Force Majeure Event and resume normal performance as soon as practicable.

6. Notification and Evidence

1. The affected party must notify the Platform, or where applicable the counterparty, of the occurrence of a Force Majeure Event within a reasonable time after becoming aware of it.

2. The Platform may require objective evidence reasonably sufficient to substantiate the existence and impact of the claimed Force Majeure Event.

3. Failure to provide timely notice or reasonable evidence may result in loss of Force Majeure protection for the affected obligation.

7. Termination for Prolonged Force Majeure

If a Force Majeure Event continues for a continuous period exceeding ninety calendar days and materially affects the operation of an eShop or the Platform:

1. The Platform may suspend or terminate affected accounts or services without liability.

2. Vendors and Buyers may terminate affected transactions that cannot reasonably be completed, subject to applicable refund and settlement rules.