English Version

NEFAYA

Terms and Conditions of Use

Operated by Visible Twin Co.

Version 1.0 | Effective date: 1 July 2026

DRAFT FOR LEGAL REVIEW. This document is a working draft prepared as a starting point and must be reviewed,

completed, and finalised by qualified legal counsel licensed in the Kingdom of Saudi Arabia before publication or use.

Text in square brackets [ ] requires completion or confirmation. This is not legal advice. See Annex B for the

assumptions on which this draft is based.

Contents

• 1. Introduction and Acceptance
• 2. Definitions and Interpretation
• 3. Our Role — Marketplace Only
• 4. Eligibility and Accounts
• 5. Provider Verification, Licensing and Compliance
• 6. Provider Listings and Pricing
• 7. Bookings and Contract Formation
• 8. Customer Obligations and Warranties
• 9. Prohibited and Restricted Waste
• 10. Container Placement, Permits and Access
• 11. Delivery, Hire Period and Collection
• 12. Charges, Fees, Surcharges and Taxes
• 13. Payment, Collection and Settlement
• 14. Cancellations, Changes and Refunds
• 15. Damage, Loss and Spillage
• 16. Insurance
• 17. Ratings, Reviews and User Content
• 18. Acceptable Use and Anti-Circumvention
• 19. Intellectual Property
• 20. Disclaimers and Limitation of Liability
• 21. Indemnity
• 22. Suspension and Termination
• 23. Disputes Between Users
• 24. Compliance, Anti-Bribery, AML and Sanctions
• 25. Force Majeure
• 26. Changes to the Platform and these Terms
• 27. Consumer Provisions
• 28. General
• 29. Governing Law and Dispute Resolution
• 30. How to Contact Us
• Annex A — Items to Complete
• Annex B — Assumptions and Notes for Counsel

1. Introduction and Acceptance

1.1 These Terms and Conditions (the "Terms") govern your access to and use of the Nefaya mobile application, website, and related services (together, the "Platform")

operated by Visible Twin Co., a company registered in the Kingdom of Saudi

Arabia under commercial registration no. [CR No.], with its registered office at 15b, Ash Shulah Dist.1, Dammam, Saudi Arabia ("the Company", "we", "us", or "our").

1.2 The Platform is a digital marketplace that connects: (a) persons who require the delivery,

placement, hire, and collection of waste containers ("Customers"); with (b) independent

third-party businesses that own, supply, deliver, place, collect, and lawfully dispose of the

contents of such waste containers ("Providers"). Customers and Providers are together

referred to as "Users".

1.3 By creating an account, accessing, or using the Platform, you confirm that you have read,

understood, and agree to be bound by these Terms and by our Privacy Policy, which is

incorporated by reference. If you do not agree, you must not access or use the Platform.

1.4 Where you use the Platform on behalf of a business or other legal entity, you represent

that you are authorised to bind that entity to these Terms, and "you" refers to that entity.

1.5 The Platform is made available in the Kingdom of Saudi Arabia and in any other territory

we designate from time to time. You are responsible for compliance with local laws

applicable to your use.

2. Definitions and Interpretation

2.1 In these Terms, unless the context requires otherwise:

(a) "Booking" or "Order" means a request submitted by a Customer through the

Platform for Provider Services;

(b) "Charges" means all amounts payable in connection with an Order, including the

price of the Provider Services, surcharges, taxes, and any Platform Fees payable

by the Customer;

(c) "Container" means a waste skip, bin, roll-on/roll-off container, dumpster, or similar

receptacle offered through the Platform;

(d) "Content" means any text, image, photograph, rating, review, listing, or other

material submitted to or through the Platform by a User;

(e) "Hire Period" means the period during which a Customer hires a Container,

beginning on delivery and ending on collection;

(f) "Platform Fees" means the commissions, service fees, or other amounts payable

to the Company as described in clause 12;

(g) "Prohibited Waste" and "Restricted Waste" have the meanings given in clause 9;

(h) "Provider Contract" means the contract for Provider Services formed between a

Customer and a Provider under clause 7;

(i) "Provider Services" means the supply, delivery, placement, hire, collection,

transport, and lawful disposal of Containers and their contents by a Provider.

2.2 Headings are for convenience only. Words in the singular include the plural and vice

versa. "Including", "includes", and "for example" are not words of limitation. References to

a statute or regulation are to that statute or regulation as amended or replaced from time

to time. References to a person include companies and other legal entities.

3. Our Role — Marketplace Only

3.1 The Platform is a neutral technology platform that enables Users to find one another and

to enter into contracts for Provider Services. We provide the technology; the Provider

Services are provided by Providers.

3.2 We are not a party to any contract for Provider Services. Each Order, once accepted,

forms a binding contract solely between the relevant Customer and Provider (the

"Provider Contract"). We act only as an intermediary and, in respect of payments, as a

limited collection agent for the Provider as described in clause 13.

3.3 We do not own, operate, control, supply, deliver, place, or collect Containers; we do not

transport, handle, treat, or dispose of waste; and we hold no waste-management,

transport, or environmental licence in respect of the Provider Services. Providers are

independent contractors and are not our employees, agents, partners, or representatives.

3.4 We do not guarantee the quality, safety, legality, timing, or availability of any Provider

Services, the accuracy or completeness of any listing, or that any User will perform its

obligations. Any rating, verification badge, or screening that we display or perform is

provided for convenience only and does not constitute a warranty or endorsement.

3.5 [Note for counsel: if the Company elects to contract with Customers as principal

(merchant of record) and to subcontract Providers, this clause 3 and the liability,

payment, tax, and consumer provisions must be revised accordingly.]

4. Eligibility and Accounts

4.1 To use the Platform you must be at least 18 years old and have the legal capacity to

enter into a binding contract under the laws of the Kingdom of Saudi Arabia.

4.2 You must provide accurate, current, and complete information when registering and must

keep your account information up to date.

4.3 You are responsible for maintaining the confidentiality of your account credentials and for

all activity that occurs under your account. You must notify us immediately of any

unauthorised use or security breach.

4.4 Customer accounts may be opened by individuals (consumers) or by businesses, as

indicated on registration.

4.5 Provider accounts must be opened by a business. A Provider must supply its legal name,

commercial registration and applicable licence numbers, and authorised-representative

details, and must complete the verification in clause 5 before listing Containers or

accepting Orders.

4.6 We may refuse, restrict, suspend, or terminate any account at our discretion, including for

breach of these Terms, suspected fraud, risk, or legal or regulatory reasons.

5. Provider Verification, Licensing and Compliance

5.1 As a continuing condition of using the Platform, each Provider represents, warrants, and

undertakes that it:

(a) holds and maintains all licences, permits, registrations, and approvals required to

provide the Provider Services, including any waste-collection, transport, and carrier

authorisations required by the National Center for Waste Management ("MWAN")

and by applicable Saudi environmental, municipal, and transport laws;

(b) transports and disposes of waste only at facilities lawfully permitted to receive and

treat it, and in accordance with applicable law;

(c) complies with all applicable health, safety, environmental, traffic, and labour laws;

(d) maintains the insurance required under clause 16;

(e) engages trained and authorised personnel and uses roadworthy, compliant

vehicles and equipment; and

(f) will provide evidence of any of the foregoing to us promptly on request.

5.2 We may, but are not obliged to, verify Provider information and documents. Any

verification we carry out is for our own and Users' convenience and does not transfer to

us any responsibility for the Provider's compliance, which at all times remains solely with

the Provider.

5.3 The Provider must notify us promptly if any licence, permit, registration, or insurance is

suspended, revoked, expires, lapses, or becomes subject to investigation, and must

immediately cease accepting Orders it is not lawfully able to fulfil.

5.4 The Provider is solely responsible for determining and discharging its duty-of-care and

chain-of-custody obligations in respect of waste it collects, including the completion and

retention of any waste transfer notes, manifests, or other documentation required by law.

6. Provider Listings and Pricing

6.1 Providers are solely responsible for the accuracy and completeness of their listings,

including Container types and sizes, coverage areas, prices, Hire Periods, permitted and

excluded waste types, and any conditions.

6.2 A Provider must honour the prices and terms displayed at the time a Customer places an

Order, subject only to permitted surcharges under clause 12.

6.3 Listings must not be false, misleading, or unlawful, and must not offer services the

Provider is not licensed to perform.

7. Bookings and Contract Formation

7.1 A Customer places an Order by selecting a Container, a delivery location, a Hire Period,

and any other required details through the Platform and confirming the Order.

7.2 An Order constitutes an offer by the Customer to enter into a Provider Contract with the

relevant Provider on the terms displayed. A Provider Contract is formed when the

Provider, or the Platform acting on the Provider's behalf through automated acceptance,

confirms the Order.

7.3 Any price or delivery window shown before confirmation is an estimate and becomes

binding only as stated in the confirmed Order.

7.4 The Customer is responsible for selecting the correct Container size and type for its

requirements and for the suitability of the chosen Provider Services.

8. Customer Obligations and Warranties

8.1 The Customer represents, warrants, and undertakes that it will:

(a) use the Container only for waste of the types permitted by the listing and these

Terms, and not deposit any Prohibited Waste;

(b) accurately declare the nature of the waste before, and at the time of, delivery;

(c) not overload the Container beyond its stated weight or fill limits and keep waste

level with the rim;

(d) ensure safe, lawful, and unobstructed access for delivery, placement, and

collection at the agreed location and time;

(e) obtain and pay for any permit or consent required to place a Container on a public

road or land, in accordance with clause 10;

(f) keep the Container free from damage and not move, modify, deface, or mark it;

(g) comply with all applicable laws and the Provider's reasonable instructions; and

(h) pay all Charges when due.

8.2 The Customer is responsible for the contents of the Container until collection and shall

indemnify the relevant Provider and the Company in respect of any breach of this clause

8, in accordance with clause 21.

9. Prohibited and Restricted Waste

9.1 Unless expressly stated as permitted in the listing and agreed in writing with a suitably

licensed Provider, the following must not be placed in any Container ("Prohibited

Waste"): hazardous, toxic, or chemically reactive waste; asbestos and asbestos-

containing materials; clinical, medical, or infectious waste; liquids, oils, fuels, solvents,

paints, and chemicals; batteries; tyres; gas cylinders and pressurised containers;

explosives, ammunition, and flammable materials; waste electrical and electronic

equipment (unless expressly arranged); refrigeration and air-conditioning units containing

refrigerants; animal carcasses; radioactive materials; and any item the storage, transport,

or disposal of which is regulated or prohibited under applicable law.

9.2 "Restricted Waste" means waste accepted only on specific terms, or for an additional

charge, as stated in the listing.

9.3 If Prohibited Waste, or undeclared Restricted Waste, is found in a Container, the Provider

may (without limiting any other remedy): refuse to collect the Container; remove and

segregate the waste; return it to the Customer; arrange lawful disposal at the Customer's

cost; and charge the Customer for additional handling, transport, disposal, fines,

penalties, and clean-up. The Customer is liable for all such costs, penalties, and third-

party claims.

9.4 The Customer remains legally responsible, as the producer of the waste, for any unlawful

waste it deposits, including for any regulatory penalties imposed.

10. Container Placement, Permits and Access

10.1 Where a Container is to be placed on a public road, pavement, or land, the Customer is

responsible for obtaining and paying for any permit, licence, or consent required by the

relevant municipality or authority, unless the listing expressly states that the Provider will

arrange it.

10.2 The Customer warrants that any private land on which a Container is to be placed is

suitable and that the Customer is entitled to authorise placement there.

10.3 The Customer is responsible for compliance with any lighting, signage, and safety

requirements applicable to a placed Container, except to the extent the Provider has

expressly agreed to provide these.

10.4 Neither the Company nor the Provider is liable for damage to surfaces (such as

driveways, paving, or underground services) arising from placement at a location

nominated or approved by the Customer, except to the extent caused by the Provider's

negligence.

11. Delivery, Hire Period and Collection

11.1 Delivery and collection windows are estimates and may be affected by traffic, access,

weather, and other factors.

11.2 The Hire Period begins on delivery and ends on the agreed collection date. Extended hire

may incur additional charges under clause 12.

11.3 If the Provider is unable to deliver or collect for reasons attributable to the Customer (for

example, no access, an overloaded or blocked Container, or an obstructed vehicle), a

failed-visit or wasted-journey charge may apply.

11.4 Risk in the Container itself remains with the Customer during the Hire Period. Risk in, and

responsibility for, the waste passes to the Provider on lawful collection, except in respect

of Prohibited or undeclared Restricted Waste.

12. Charges, Fees, Surcharges and Taxes

12.1 The Customer agrees to pay the price for the Provider Services shown in the Order,

together with any applicable surcharges, including for: extended hire; overloading or

exceeding weight limits; Prohibited or undeclared Restricted Waste; failed or wasted

visits; permit costs; and re-delivery.

12.2 Our remuneration comprises a commission and/or service fee charged to Providers

and/or a booking or service fee charged to Customers, in each case as disclosed within

the Platform (together, the "Platform Fees").

12.3 All amounts are stated exclusive of value added tax (VAT), currently 15% in the

Kingdom of Saudi Arabia, which will be added and charged where applicable. Each party

is responsible for its own taxes, except as required by law to be collected or withheld.

12.4 Prices are stated in Saudi Riyals (SAR) unless stated otherwise on the Platform.

13. Payment, Collection and Settlement

13.1 Payments are processed through one or more third-party payment service providers (the

"PSP"). By making or receiving payment, you agree to the applicable PSP terms.

13.2 We collect Charges from the Customer as a limited collection agent for the Provider.

Receipt of payment by us (through the PSP) discharges, to that extent, the Customer's

payment obligation to the Provider. We remit amounts due to the Provider, less Platform

Fees and any applicable deductions, within [number] days of completion of the Provider Services, subject to clause 13.4.

13.3 We may place a hold on, set off against, or reverse amounts in cases of suspected fraud,

chargebacks, refunds, disputes, or breach of these Terms.

13.4 The Customer authorises charges to its selected payment method for all Charges,

including any post-service surcharges under clause 12.

13.5 Late or failed payment may result in suspension and, subject to applicable law and

Sharia principles, the recovery of reasonable administration and collection costs. [Note

for counsel: confirm whether any late-payment charge is permissible and how it should

be characterised.]

14. Cancellations, Changes and Refunds

14.1 A Customer may cancel or amend an Order up to [number] hours before the scheduled

delivery at no charge. Later cancellations may incur a charge of up to [percentage]% of

the Order value to cover the Provider's costs.

14.2 Once a Container has been delivered, cancellation is treated as an early termination, and

charges for delivery, hire, and collection may apply.

14.3 Refunds, where due, are made to the original payment method through the PSP.

14.4 Where the Customer is a consumer, this clause does not affect any mandatory

cancellation or withdrawal rights under applicable Saudi consumer-protection and e-

commerce law. However, the right of withdrawal may not apply once a service has been

fully performed, or has begun with the consumer's express consent, in accordance with

that law.

15. Damage, Loss and Spillage

15.1 The Customer is responsible for loss of, or damage to, a Container during the Hire Period

(other than fair wear and tear or damage caused by the Provider) and agrees to pay

reasonable repair or replacement costs.

15.2 The Customer is responsible for any damage, spillage, or contamination caused by

overloading, Prohibited Waste, or its own acts or omissions.

15.3 Claims relating to property damage or spillage are matters between the Customer and

the Provider. We are not responsible for such matters except as expressly stated in these

Terms.

16. Insurance

16.1 Each Provider must maintain, at its own cost and with reputable insurers, adequate

insurance for the Provider Services, including public and third-party liability, motor and vehicle, and environmental and pollution liability cover, and must provide evidence of

such insurance to us on request.

16.2 We do not provide insurance to Users in respect of the Provider Services.

17. Ratings, Reviews and User Content

17.1 Users may submit ratings, reviews, photographs, and other Content. Content must be

accurate and lawful, must not infringe any third-party right, and must not contain the

personal data of others without a lawful basis.

17.2 We may, but are not obliged to, moderate, refuse, edit, or remove Content, and we may

suspend Users who misuse ratings or reviews.

17.3 Your submission of Content is subject to the licence in clause 19.

18. Acceptable Use and Anti-Circumvention

18.1 You must not: misuse the Platform; breach any applicable law; infringe our or any third

party's rights; introduce malware or harmful code; attempt to gain unauthorised access to

the Platform or related systems; scrape, harvest, or extract data; reverse engineer the

Platform; or otherwise interfere with its operation or security.

18.2 You must not use the Platform to arrange, or to solicit other Users to arrange, Provider

Services off the Platform in order to avoid Platform Fees ("disintermediation"), during

your use of the Platform and for [number] months afterwards.

18.3 You must not create listings or Orders that are fraudulent or misleading, or that relate to

unlawful waste or unlicensed activity.

19. Intellectual Property

19.1 The Platform, including all software, source and object code, databases, designs, text,

graphics, user interfaces, "look and feel", trademarks, logos, trade names, and other

materials, together with all intellectual property rights in them, is owned by or licensed to

the Company and is protected under applicable laws. All rights not expressly granted are

reserved.

19.2 Subject to your compliance with these Terms, we grant you a limited, revocable, non-

exclusive, non-transferable, and non-sublicensable licence to access and use the

Platform for its intended purpose. No other rights are granted, by implication or otherwise.

19.3 You must not copy, modify, distribute, sell, lease, sublicense, reverse engineer,

decompile, disassemble, create derivative works from, or attempt to extract the source

code of, the Platform, except to the extent such restriction is prohibited by applicable law.

19.4 User Content licence. You retain ownership of Content you submit. You grant the

Company a worldwide, royalty-free, transferable, and sub-licensable licence to host,

store, use, reproduce, adapt, publish, translate, display, and distribute that Content for

the purposes of operating, providing, promoting, and improving the Platform and our

business, for the maximum duration permitted by applicable law. You represent and

warrant that you own or have all rights necessary to grant this licence and that the

Content does not infringe any third-party right or any law.

19.5 Trademarks. You must not use our trademarks, logos, or brand features without our prior

written consent, except as expressly enabled within the Platform. A Provider is granted

no right to use our marks other than as we expressly authorise for the purpose of

receiving and fulfilling Orders.

19.6 Feedback. If you provide suggestions, ideas, or feedback about the Platform, you grant

us a perpetual, irrevocable, worldwide, royalty-free licence to use them without restriction

or obligation, to the maximum extent permitted by applicable law.

19.7 Infringement notices. If you believe Content on the Platform infringes your intellectual

property rights, please notify us at support@nefaya.com with: identification of the right and the

work concerned; identification and location of the allegedly infringing Content; your

contact details; a statement that you have a good-faith belief that the use is not

authorised; and a statement that the information in your notice is accurate. We may

remove allegedly infringing Content and may suspend or terminate repeat infringers. The

affected User may submit a counter-notice.

19.8 Third-party and open-source components are used subject to their own licence terms,

which prevail over these Terms in respect of those components.

20. Disclaimers and Limitation of Liability

20.1 To the maximum extent permitted by applicable law, the Platform and all information on it

are provided on an "as is" and "as available" basis, and we disclaim all warranties,

whether express or implied, including as to merchantability, fitness for a particular

purpose, accuracy, availability, and non-infringement.

20.2 To the maximum extent permitted by applicable law, we are not responsible or liable for

the acts, omissions, conduct, performance, or services of any User, including any

Provider's delivery, collection, transport, handling, or disposal of waste, or any

Customer's waste or conduct.

20.3 To the maximum extent permitted by applicable law, we are not liable for any indirect,

incidental, special, consequential, or punitive damages, or for any loss of profit, revenue,

business, goodwill, or data, or for any damage arising from the Provider Services, User

Content, third-party services, or events beyond our reasonable control.

20.4 To the maximum extent permitted by applicable law, our total aggregate liability arising

out of or in connection with the Platform and these Terms is limited to the greater of: (a)

the total Platform Fees you paid to us in the 3 months immediately before the event

giving rise to the claim; and (b) SAR [amount].

20.5 Nothing in these Terms excludes or limits any liability that cannot lawfully be excluded or

limited, including liability for death or personal injury caused by negligence, or for fraud or

fraudulent misrepresentation. The mandatory statutory rights of consumers are not

affected by this clause.

21. Indemnity

21.1 You agree to indemnify and hold harmless the Company, its affiliates, and their

respective officers, employees, and agents from and against all claims, liabilities, losses,

damages, fines, penalties, costs, and expenses (including reasonable legal fees) arising

out of or in connection with:

(a) your breach of these Terms or of any Provider Contract;

(b) your violation of any applicable law or any third-party right;

(c) for Customers, the nature of the waste deposited, any Prohibited Waste,

contamination, or Container placement;

(d) for Providers, the provision of the Provider Services and any licensing,

environmental, safety, transport, or disposal failure; and

(e) any Content you submit.

22. Suspension and Termination

22.1 We may suspend or terminate your access to the Platform immediately and without

liability if you breach these Terms, create risk or legal exposure for us or others, provide

false information, or for legal or regulatory reasons.

22.2 You may close your account at any time. Closure does not affect any accrued rights or

obligations, or any Order in progress at the time of closure.

22.3 Provisions that by their nature are intended to survive termination (including clauses 2,

8.2, 9, 15, 19, 20, 21, 23, and 29) survive termination of these Terms.

23. Disputes Between Users

23.1 Disputes regarding the Provider Services are between the Customer and the Provider.

We are not obliged to resolve such disputes, but we may, at our discretion, provide

information or assistance (for example, by facilitating a refund through the PSP) without

assuming any liability.

23.2 Users must cooperate reasonably and in good faith to resolve disputes between them.

24. Compliance, Anti-Bribery, AML and Sanctions

24.1 Each User must comply with all applicable laws, including environmental, consumer-

protection, e-commerce, data-protection, anti-bribery, anti-money-laundering, and

economic-sanctions laws.

24.2 You represent that you are not the subject of applicable economic sanctions and that you

will not use the Platform for any unlawful purpose or to facilitate any unlawful activity.

25. Force Majeure

25.1 We are not liable for any failure or delay in performance caused by events beyond our

reasonable control, including acts of God, natural disasters, epidemics or pandemics,

war, terrorism, civil unrest, governmental action, and failures of utilities, networks, or

third-party services.

26. Changes to the Platform and these Terms

26.1 We may modify the Platform and these Terms from time to time. We will notify you of

material changes through the Platform or by other reasonable means. Changes take

effect on the date stated, and your continued use of the Platform after that date

constitutes acceptance. If you do not accept the changes, you must stop using the

Platform.

27. Consumer Provisions

27.1 Where you are a consumer, nothing in these Terms affects your mandatory statutory

rights under applicable Saudi consumer-protection and e-commerce law.

27.2 [Note for counsel: insert any required consumer disclosures, cooling-off or withdrawal

rights, complaint-handling mechanisms, and mandatory statements under applicable

consumer-protection and e-commerce regulations.]

28. General

28.1 Notices. We may give notices through the Platform, by email, or by in-app message, and

you consent to receiving communications electronically.

28.2 Assignment. You may not assign or transfer your rights or obligations under these Terms

without our prior written consent. We may assign, transfer, or novate our rights and

obligations to an affiliate or successor.

28.3 Entire agreement. These Terms, together with the Privacy Policy and any terms

referenced in them, constitute the entire agreement between you and us regarding the

Platform and supersede any prior arrangements. You confirm that you have not relied on

any statement not expressly set out in these Terms.

28.4 Severability. If any provision of these Terms is held to be invalid or unenforceable, the

remaining provisions continue in full force and effect.

28.5 No waiver. Our failure to enforce any provision is not a waiver of our right to do so later.

28.6 Relationship. Nothing in these Terms creates any partnership, joint venture, or agency

between us and any User, except the limited payment-collection agency described in

clause 13.

28.7 Language. These Terms may be issued in both English and Arabic. In the event of any

conflict or inconsistency, the Arabic version prevails.

29. Governing Law and Dispute Resolution

29.1 These Terms, and any dispute or claim arising out of or in connection with them or their

subject matter or formation (including non-contractual disputes or claims), are governed

by, and construed in accordance with, the laws of the Kingdom of Saudi Arabia.

29.2 The parties will first seek to resolve any dispute amicably. Any dispute that is not

resolved amicably within 30 days will be finally settled by arbitration administered by the

Saudi Center for Commercial Arbitration (SCCA) in accordance with its Arbitration Rules.

The seat of arbitration is Riyadh; the language is Arabic; and the tribunal comprises

one arbitrator.

29.3 Nothing in this clause prevents us from seeking interim or injunctive relief from any court

of competent jurisdiction.

30. How to Contact Us

30.1 Visible Twin Co., 15b, Ash Shulah Dist.1, Dammam, Saudi Arabia. Email: support@nefaya.com. Telephone: support@nefaya.com.

Annex A — Items to Complete

Complete or confirm each of the following before publication:

• Nefaya and Visible Twin Co., commercial registration no. [CR No.], and

15b, Ash Shulah Dist.1, Dammam, Saudi Arabia.

• Contact details: support@nefaya.com, support@nefaya.com, and support@nefaya.com for infringement

notices.

• 1 July 2026 and version control.
• Platform Fees model in clause 12.2 (Provider commission and/or Customer service fee).
• VAT treatment in clause 12.3 (exclusive vs inclusive).
• Settlement period to Providers in clause 13.2 ([number] days).
• Cancellation window and charge in clause 14.1 ([number] hours; [percentage]%).
• Required Provider insurance lines in clause 16.1.
• Disintermediation period in clause 18.2 ([number] months).
• Liability cap in clause 20.4 (lookback months and SAR [amount]).
• Amicable-resolution period, seat, language, and number of arbitrators in clause 29.2.
• Governing-language precedence in clause 28.7 (Arabic vs English).

Annex B — Assumptions and Notes for Counsel

This draft was prepared on the following assumptions. Confirm or adjust each before use:

• Marketplace / intermediary model. The Company acts as an intermediary and limited

payment-collection agent, and is not a party to the Provider Contract. If the Company

instead contracts as principal (merchant of record), clauses 3, 12, 13, 20, 21, and 27

must be revised.

• Payments. The Company collects Customer payment via a PSP and remits to Providers

net of Platform Fees. If payment is direct between Users, clause 13 must be revised.

• Users. Both consumers and businesses may be Customers; consumer-protection

provisions (clauses 14.4 and 27) are included and should be tailored to current

regulations.

• Waste scope. Hazardous, clinical/medical, asbestos, and liquid waste are excluded as

Prohibited Waste. If any such streams are in scope, add provider-licensing, manifesting,

indemnity, and insurance provisions.

• Jurisdiction and forum. Governing law is the Kingdom of Saudi Arabia; default dispute

resolution is SCCA arbitration seated in Riyadh, with a courts alternative noted.

• Bilingual issue. The documents are intended to be issued in English and Arabic, with the

Arabic version prevailing (to be confirmed).

• Regulatory references. Confirm the current waste-sector regulator and licensing

framework (referenced as MWAN), the KSA E-Commerce Law and its implementing

regulations, applicable consumer-protection rules, and VAT at 15%.

• Sharia considerations. Confirm the treatment of any late-payment charges, default

interest, and penalty provisions for Sharia compliance.