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Platform Agreement & SaaS Terms

Terms of Service

Effective Date: May 2026

These Terms of Service (“Terms”) constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you,” “Merchant,” or “User”), and Mirno Ventures (“Company,” “we,” “us,” or “our”), concerning your access to and use of the MirnoFlow application, website, and digital multi-tenant restaurant ecosystem (collectively, the “Platform”).

By accessing or using the Platform, or by scanning any platform-generated QR code, you explicitly agree that you have read, understood, and agreed to be bound by all of these Terms. If you do not agree with all of these Terms, you are expressly prohibited from using the Platform and must discontinue use immediately.

1. Definition of Roles & Services

MirnoFlow functions strictly as an intermediate software-as-a-service (SaaS) provider.

  • The Platform: Provides digital menu hosting, multi-language localization frameworks, consumer interface routing, real-time Kitchen Display System (KDS) order tracking, and third-party localized payment gateway configurations.
  • The Merchant: Any independent restaurant, cafe, cloud kitchen, or venue hosting a workspace on MirnoFlow to present menus and collect orders.
  • The Diner: Any end-consumer scanning a MirnoFlow QR code to browse, translate, order, or pay at a Merchant’s physical or digital storefront.

Crucial Liability Boundary

MirnoFlow is not a restaurant, food delivery aggregator, or payment processor. We do not prepare, handle, cook, or verify food safety, nor do we directly process financial transactions. All fulfillment, preparation, and operational responsibilities remain exclusively with the Merchant.

2. Accounts, Tenancy, and Plan Structures

A. Merchant Registration

Merchants must provide accurate, current, and complete corporate registration details, including business name and contact parameters. Merchants are solely responsible for maintaining account credential confidentiality.

B. Plan Tiers & Hard Operational Ceilings

By selecting a tier, you agree to comply with the structural boundaries coded into the Platform:

  • Free (Introductory Sandbox): Explicitly restricted to a maximum of 15 active food/beverage items and a lifetime total capacity of 150 customer scans. The Company reserves the right to automatically lock, freeze, or display an upgrade prompt to diners the exact moment a tenant breaches these boundaries.
  • Advanced & Pro Packages: Subject to recurring monthly or annual billing intervals.

C. The Annual Promotion Rule

Merchants electing the Annual Billing Option receive a promotional structure of 12 months of service for the cost of 11 months. Annual purchases represent a fixed, 365-day commitment. Subscriptions are non-refundable and auto-renew at the conclusion of the term unless canceled via the dashboard prior to the renewal date.

D. Cancellation, Early Termination, and Non-Refundability Policy

  • Absolute Non-Refundability: All fees, charges, and subscription payments made to MirnoFlow are 100% non-refundable and non-creditable. This applies unconditionally to all monthly and annual billing cycles, regardless of platform usage or tenant activity levels.
  • Physical Restaurant Closures & Force Majeure: In the event that a Merchant permanently closes their physical premises, liquidates assets, undergoes bankruptcy, has their municipal license revoked, or suspends business operations midway through an active subscription term, Mirno Ventures is under no legal or financial obligation to issue a pro-rated refund, cash return, or service credit for the remaining unused months of the subscription.
  • The Rationale for Annual Commitments: The annual subscription tier is a heavily discounted promotional package predicated on a guaranteed, unbroken 365-day technical infrastructure reservation on our multi-tenant servers. Early termination by the Merchant voids the operational context of the discount, and the remaining balance is forfeited as liquidated damages to cover server allocation costs.
  • Subscription Transferability Option: If a Merchant closes a specific physical location but remains an active legal entity under the same Mirno Ventures Commercial Registration (CR), the Merchant may submit a written request to support@mirnoflow.com to transfer the remaining time balance of the software subscription to a new branch, new culinary concept, or a successor entity. Approval for such transfers is granted at the sole operational discretion of Mirno Ventures and may be subject to a nominal administrative transfer fee.
  • Billing Disputes: Any billing discrepancies or disputes regarding automated card renewals must be brought to our attention in writing within fourteen (14) days of the transaction date. Failure to flag a dispute within this window constitutes an absolute waiver of any claims regarding that transaction.

3. Merchant Responsibilities & Legal Indemnification

Merchants utilize the platform at their own risk and assume total regulatory liability for the contents of their workspaces.

  • Saudi Food and Drug Authority (SFDA) Compliance: The Merchant assumes 100% legal responsibility for inputting accurate calorie counts, mandatory allergen warning indicators, high-sodium tags, and required health labels. If a Merchant faces municipal audits or regulatory fines for inaccurate data rendering on their menu, the Merchant shall entirely indemnify Mirno Ventures from any legal action or financial penalties.
  • Pricing Accuracy: The Merchant is solely responsible for verifying the accuracy of prices, VAT calculations, and branch availability listed on their digital storefront.

4. Diner Interactions & Third-Party Payments

  • Transaction Disputes: All payments made by Diners via Mada, Apple Pay, or credit cards are securely processed through third-party financial aggregators (e.g., Moyasar, Geidea, PayTabs). MirnoFlow does not retain card data and assumes zero liability for payment failures, double charges, chargeback disputes, or fraudulent card activities. All financial remediation must occur directly between the Diner, the Merchant, and the processing bank.
  • Fulfillment Failures: MirnoFlow assumes no liability if a restaurant misses an order routed to their kitchen board, delivers incorrect ingredients, or fails to satisfy a diner's specific allergy restriction.

5. Absolute Limitation of Liability

To the maximum extent permitted by applicable law in the Kingdom of Saudi Arabia, Mirno Ventures, its partners, and employees shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, or restaurant operational downtime resulting from:

  1. The use or inability to use the MirnoFlow platform.
  2. Any server connection outages, cloud infrastructure failures (including Supabase, Vercel, or local telecom networks), or SMS/Email verification delivery delays.
  3. Any modifications, price updates, or menu changes executed by automated scripts within your workspace.

The Liability Cap

Under no circumstances shall the total aggregated liability of Mirno Ventures for any legal claim arising from the platform exceed the actual total amount paid by the Merchant to MirnoFlow for the specific software subscription tier during the three (3) months immediately preceding the event giving rise to liability.

6. Intellectual Property Rights

  • Our Property: Mirno Ventures retains exclusive ownership of all software code, databases, system architecture, UX design system tokens (including specific component styles, fonts, and layout logic), and the trademarks associated with MirnoFlow and ميرنو فلو. You are granted a limited, non-transferable, revocable license to access the application during your paid subscription tenure.
  • Your Property: The Merchant retains ownership of original image assets, branding graphics, and text entries explicitly uploaded into their menu settings dashboard. By uploading, you grant MirnoFlow a technical baseline license to host, render, and cache these assets to public storefront domains.

7. Platform Misuse and Suspension

We reserve the right, without notice or liability, to immediately suspend or permanently terminate any Merchant account or Diner browsing access if we discover, in our sole discretion, behavior that violates local regulations, involves automated scrapers targeting our data tables, attempts to circumvent Free Tier scanning ceilings, or damages the system performance of other multi-tenant environments.

8. Governing Law and Dispute Resolution

These Terms and your use of the Platform are governed by and construed in accordance with the laws of the Kingdom of Saudi Arabia.

Any dispute, controversy, or legal claim arising out of or relating to these software terms, including its formation or breach, shall be subject to the exclusive jurisdiction of the competent Commercial Courts in Riyadh, Saudi Arabia.