Terms & Conditions

1. Scope and Acceptance of the Agreement

1-1 These Terms & Conditions govern your use of any application or service owned or controlled by Ads System Company. This Agreement consists of the Terms & Conditions set out below, together with the Privacy Policy attached to them and any amendments made to either in accordance with Clause (9) below.

1-2 These Terms & Conditions constitute an express and clear agreement between the CODI Platform and every person who deals with it. If you access, register for, and/or continue to use the services, you agree to be bound by these Terms. Merely obtaining any service covered by this Agreement constitutes express acceptance of everything stated in it, without prejudice to any other agreements that may apply to the provision of that service.

1-3 To use the Platform, the User must have full legal capacity and must have reached eighteen years of age. No person below this age may be registered, nor may their data be processed, without the express consent of their guardian or lawful representative. The Organization bears full responsibility for verifying this when adding its Organization Members.

1-4 The Arabic version is the authoritative version. In the event of any discrepancy between the Arabic and English versions, the Arabic version shall prevail.

2. Definitions

Agreement

The Terms & Conditions governing use of the CODI Platform/application and its associated accounts, as defined below.

CODI Application

(“CODI – Codi”), also referred to in this document as the “Platform/System/Application,” means the system that grants Organizations licences to create an application for each Organization bearing its identity, through which participating Merchants provide Discounts, and that gives each Merchant a dashboard through which to add and manage Discounts.

Organization Account

The account that enables the administration of an Organization — for which CODI has created an application/electronic Platform bearing its identity — to manage its account, add its own Terms & Conditions and Privacy Policy, add and activate its Organization Member accounts, publish its news for Organization Members, and follow reports and orders made by its Organization Members. Each Organization is responsible for establishing its own Privacy Policy and Terms & Conditions and is accountable for them before third parties.

Organization Member Account

Persons affiliated with entities and Organizations connected to the CODI Platform, including, without limitation, their employees or students, through their accounts in the Organization’s application. They may benefit from Discounts and Offers provided by Merchants; locate the points of sale for those Offers; view other persons’ comments and opinions about them; share them with colleagues; save them as favourites; view the Organization’s posts and news through the “Events” page; review prior accepted and returned orders; and manage their personal profile. Each Organization’s Privacy Policy and Terms & Conditions apply to its Organization Members, and the Organization is responsible for them.

Merchant Account

The account that enables a Merchant to create a page for its brand and open a dashboard through which it can manage its account and the Seller accounts under its administration, add new branches, view the cities and Offer categories and manage their scope, add a new Offer displayed to the Organization Members available through the Platform, view previous Offers and orders, and receive complaints. A Merchant providing an exclusive Discount to an Organization must apply the policies established by that Organization, namely each Organization’s Privacy Policy and Terms & Conditions, and is responsible for them toward the Users of that Organization.

Seller Account

The account that enables a Seller to execute and complete sales to Organization Members so they may obtain Discounts or Offers, in accordance with the terms and use policy of each Merchant.

Customers/Users

The beneficiaries of the applications, Offers, and Discounts provided by Merchants registered on the Platform, such as Organization Members and their families.

3. CODI Platform Features

• Available to all Organization Members upon registration.
• Organization Members receive special and exclusive benefits that help them preserve their savings and manage their expenses through exclusive Offers on the CODI Platform, while raising employees’ general responsiveness to workplace programmes and activities through loyalty applications and programmes.
• Easy and rapid access to Discounts offered through the Platform in sale and purchase transactions.
• Achieving the best level of efficiency from commercial-sector services, particularly for Organization Members.
• Providing an administrative dashboard for the Organization and transaction account statements for the Merchant.
• Providing electronic applications for Organizations under their own identities, available for all types of smartphones.
• Awarding the beneficiary points for every purchase transaction, which may then be redeemed for other Offers through the application.
• Introducing technology and enhancing loyalty-programme activities in the labour market.
• Enabling visitors to browse Offers and Discounts displayed on applications affiliated with the Platform without services being provided or transactions being completed.
• Increasing sales for Merchants registered on the Platform by enabling them to list their Offers and Discounts and allowing Users to benefit from them.
• Providing accounts with different capabilities and features: an Organization account, Organization Member accounts, a Merchant account, and a Seller account.

4. Registration of Organization Members

4-1 Registration begins with an agreement with the Organization to create an application bearing its identity and the name it chooses. Its employees or other Organization Members are then entered in the dashboard, which constitutes their registration and grants them access and the ability to log in through their application. The Organization is responsible for activating Users through the dashboard.

4-2 Pursuant to the Privacy Policy published on the website, the CODI Platform safeguards the confidentiality of information supplied to the application during registration, facilitating the operation and promotion of services by applications affiliated with the Platform in accordance with the Use Agreement and Privacy Policy.

4-3 Organization Members must follow these steps to benefit from the services:

• Download the Organization’s application from the electronic stores available through App Store / Google Play, or any other platform authorised to operate in the Kingdom of Saudi Arabia.
• Enter the specified Personal Data and choose a secret password for use when logging into the account.
• Receive the registration confirmation code on the registered mobile number.
• The registration must correspond to the identity number entered by the Organization and the data entered must be accurate. Incorrect entered or attached data will prevent completion of registration or result in suspension of the account by “CODI — Ads System Company,” to protect valid registration rights.

4-4 When a registration request is accepted, the User is deemed a registered member of the application and thereby agrees to the following.

5. User Obligations

5-1 The User undertakes that they are solely responsible for all information they enter. The application’s role is limited to permitting that information to be displayed on the interface of the User’s account.

5-2 The User is specifically responsible for keeping account information confidential by protecting the password and preventing others from accessing it.

5-3 If any unlawful use or breach of the User’s account occurs, the User must immediately contact CODI management regarding such use.

5-4 The User is responsible for using the application seriously and honestly and must compensate the CODI Platform for any loss or damage caused by unlawful, inauthentic, or unauthorised use of the account by the User or by any other person who has obtained access credentials using the username and password, whether with or without the User’s authorisation, limited to proven actual direct damage causally connected to the breach.

5-5 The Organization confirms that all information used to register its Organization Members is genuine, accurate, up to date, and complete, represents them, and corresponds to what is required by the registration form.

5-6 The CODI Platform may monitor usage in accordance with the terms governing your use of its applications, to the extent necessary to operate the service and protect Users and in compliance with applicable laws.

5-7 Users of Platform applications undertake to comply with all Terms & Conditions stated and published on the application of their Organization.

5-8 The Merchant undertakes to comply with all Terms & Conditions stated and published on the application made available to it through the dashboard for presenting its Discounts.

6. Conditions for Describing Discounts, Offers, and Products

6-1 Content Controls

1. Publishing information, content, or news in descriptions of Offers and products that is inappropriate under recognised customs and traditions is prohibited.
2. Transmitting false, fraudulent, incorrect, misleading, defamatory, libellous, intimidating, or disturbing information through the application is prohibited.
3. Do not publish any information or content or list goods that violate local culture, religion, or traditions.
4. Do not publish information, content, or products that may be inconsistent with the provisions, principles, values, and ethics of Islamic Sharia.
5. Do not publish information, content, or products that may be inconsistent with applicable laws or matters regulated by the ruler and official authorities.
6. Do not use inappropriate words when describing Offers and products displayed for sale, or in the names or headings of Discounts or Offers, to attract attention or direct Customers to products.

6-2 Discount and Product Controls

1. All discounted Offers for products sold must be genuine and free of defects as stated in the Offer description. If this clause is breached, the Merchant must immediately compensate the affected Organization Member for the value of the item purchased using the Offer, or for any other financial claims for resulting damage.
2. The Merchant must not send promotional information or additional contact information to Organization Members.
3. Discounts may not be offered on products unauthorised in the markets of the Kingdom of Saudi Arabia under laws and regulations issued by the competent authorities.
4. Discounts may not be offered on counterfeit products bearing globally or locally registered brands.
5. Discounts may not be offered on stolen products, products of unknown origin, or products without an official sale licence.
6. Discounts must not be offered on goods prohibited under religious law.
7. Discounts must not be offered on products of unlawful animal origin.
8. Discounts must not be offered on damaged, defective, counterfeit, or unfit goods, or goods that could harm application Users through their use.
9. Discounts must not be offered on any good or product whose sale, import, or use has been officially or unofficially prohibited by any relevant government authority in the Kingdom of Saudi Arabia, whether before or after it is displayed on the website/application. CODI may delete or suspend it and prevent it from being displayed.

7. Merchant Operational Obligations

7-1 The Merchant must provide the products displayed to Organization Members.

7-2 The Merchant must comply with the start and end times of an Offer displayed to Users through the application.

7-3 When using a local Discount, the User must present the Discount’s QR code. When using an online Discount, the User must enter the Promo Code.

8. CODI Responsibility

8-1 CODI is a technical intermediary that communicates Offers and Discounts from Merchants to Users. It is neither the seller of the goods nor the provider of the services covered by the Offer. The Merchant alone is responsible for the goods or services, their quality and availability, and their delivery.

8-2 CODI is not responsible for any unsatisfactory or delayed performance by Merchants providing Discounts or Offers due to unavailable goods, delayed delivery, or poor service quality.

8-3 CODI bears no claims arising from errors or negligence by Merchants or Sellers, whether resulting directly, indirectly, incidentally, or through a third party.

8-4 CODI states that, if it observes suspicious activities being planned, in progress, or conducted through the Platform, it will report those activities to the competent authorities and bears no responsibility for those violations.

8-5 The User acknowledges that CODI is not responsible for any incorrectly processed transaction or unlawful or fraudulent access to the User’s account, identifiers, or data, unless caused by CODI’s gross error or negligence.

8-6 If the User does not immediately report unlawful use of, or an attempted breach of, the User’s account, CODI and its affiliated applications bear no responsibility for damage resulting from that delay.

8-7 Limitation of Liability

(a) CODI’s total liability for any claims, costs, damages, losses, or expenses — whether arising from negligence, tort, contract, or otherwise — shall not exceed the total fees actually paid by the claiming party for transactions conducted through the Platform during the twelve (12) months immediately preceding the date on which the cause of claim arose.

(b) As an exception to paragraph (a), this limitation and any other exclusion in this Agreement do not apply to fraud or misrepresentation, gross error, wilful misconduct, breach of confidentiality and Personal Data protection obligations, personal injury, or any liability that may not lawfully be excluded by agreement.

9. Amendments

9-1 Ads System Company may amend these Terms & Conditions and the Privacy Policy. Any amendments will be published on the official CODI Platform website (www.codi.mobi).

9-2 The User, Organization, and Merchant shall be notified of material amendments by email or in-application notification at least fifteen (15) days before they take effect. Amendments shall not apply retroactively to transactions completed before their effective date.

9-3 If an amendment is not accepted, the User, Organization, or Merchant may terminate use and close the account before its effective date without incurring any penalty, subject to settlement of pending transactions. Continued use after the effective date constitutes acceptance of the amendments.

9-4 Ads System Company may introduce new services from time to time. The Agreement as amended to reflect the introduction of new services will be published on the official website (www.codi.mobi).

9-5 The CODI Application may amend CODI Platform subscription fees. If prices were not agreed in advance, the amendment is binding on the Organization and Merchant if neither objects within five (5) business days after notice of the amendment. If prices have been agreed in advance in writing for a specified period, the amendment applies only after that period expires or with both parties’ consent.

10. Warnings and Account Suspension

10-1 The User must disclose any suspicious transactions. If the User does not respond, Ads System Company may suspend the account until the required information is provided. The Company may also suspend the account if full verification is unavailable.

10-2 The Company is not responsible for compensation for indirect or consequential losses or damage, including potential profits or anticipated sales, arising from the lawful suspension of an account in accordance with this Agreement, subject to Clause (8-7/b).

10-3 Services to an Organization Member account shall cease when the member leaves that Organization. If the member joins an Organization that has an application affiliated with the CODI Platform, the information shall be transferred automatically after the member gives express consent to the transfer.

10-4 Ads System Company, represented by the CODI Platform, may suspend Merchant accounts for failure to respond to financial queries, questions concerning prohibited products, or inquiries from any official government authority.

10-5 An Organization application, and consequently the accounts of its Organization Members, may be closed or its CODI Platform membership cancelled for a material breach of the Terms & Conditions, after written notice of the breach and a seven (7)-day period to remedy it, unless the breach affects User safety or constitutes a legal violation requiring immediate suspension.

10-6 Upon suspension or termination of an account, the provisions concerning confidentiality, Data protection, intellectual property, limitations of liability, governing law, and dispute resolution remain effective.

11. Merchant Financial-Scope Services

CODI communicates Offers and Discounts to Users of its affiliated applications by listing Merchant Offers so that products added by the Merchant are displayed to members of the selected Organization. Upon registering for any of the accounts identified above, every person is deemed to have acknowledged, accepted, and agreed to comply with the mechanism and Terms & Conditions for the sale and display of products. The service includes:

1. A complete brand profile, with the ability to display and locate Discounts and Offers, grant general or product-specific Discounts, and add information about the Merchant and its locations.
2. Connection to multiple segments of distinguished Customers through contracts concluded between CODI and Organizations, to provide Offers and Discounts when they visit the Merchant or through its website.
3. An integrated system for managing and tracking Discounts and Offers, including permissions to allocate them among personnel and indicators and statistics reflecting Customer engagement.
4. A dedicated section displaying the Merchant’s Discounts and Offers, with the ability to set their duration and target entities and to view Customers and the level of their engagement.
5. Specifying and customising Offers for all branches or selected branches, defining branch-specific Offers as needed, and specifying target entities and the cities where they are located.
6. Viewing all Discount and Offer transactions and Customer reports in order to improve the level of service and Offers.
7. Receiving immediate reports and statistics containing multiple indicators concerning Discounts, Offers, and Customer engagement, according to the Organization to which each Customer belongs.

12. Fees and Financial Consideration

12-1 Subscription fees and their payment mechanism are determined by the quotation, purchase order, or specific agreement concluded with the Organization or Merchant and form an integral part of this Agreement.

12-2 Value-added tax and any other statutory fees or taxes are added to the financial consideration in accordance with the laws in force in the Kingdom.

12-3 The refund and cancellation policy is the policy adopted and applied internally by each company or store.

13. Intellectual Property

13-1 All intellectual-property rights relating to the Platform and its affiliated applications — including software, databases, designs, interfaces, trademarks, logos, and content — are owned by or licensed to Ads System Company. No such right is transferred to the User under this Agreement.

13-2 The User is granted a personal, non-exclusive, non-transferable, revocable licence that ends when the contractual relationship ends and is limited to use for the purpose specified in this Agreement.

13-3 Each Merchant and Organization retains ownership of its trademarks and content and grants CODI a limited licence to use them for displaying and promoting the service through the Platform for the duration of the contract.

13-4 The User may not copy the Platform or any part of it, reverse engineer or decompile it, create derivative works from it, or automatically extract its data without prior written permission.

14. General Provisions

14-1 The CODI Application provides membership upon registration with an Organization account, electronically links to Organization Member accounts, and enables Merchant Discounts to be viewed through the Organization’s application. Services are provided in accordance with the Terms & Conditions in this Agreement.

14-2 CODI Platform services are made available to persons registered through the Platform or its affiliated applications by providing a dashboard.

14-3 The Organization may add and delete its Organization Member accounts. For example, when a beneficiary’s period of service ends, the Organization may delete the account immediately upon the beneficiary’s departure.

14-4 No User may use one email address or one mobile number to open more than one account for any reason. CODI Platform management may freeze or cancel non-compliant accounts, or any one of them, subject to settling all transactions related to the account before it is closed or cancelled.

14-5 An Organization account may be linked to all of the Organization’s Member accounts.

14-6 Force Majeure: No party is liable for failure to perform its obligations if caused by an unavoidable circumstance beyond its control, provided that it notifies the other party within a reasonable period. Performance of the affected obligations shall be suspended for the duration of the force-majeure circumstance.

14-7 Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain valid and effective, and the invalid provision shall be replaced with a valid provision that most closely reflects the parties’ intent.

14-8 Assignment: A User, Merchant, or Organization may not assign its rights or obligations under this Agreement without the Company’s prior written consent.

14-9 Notices: Notices sent to the registered email address or mobile number, or within the application, are valid and legally effective.

14-10 Waiver: A party’s failure or delay in exercising a right under this Agreement does not constitute a waiver of that right.

15. Complaints and Dispute Resolution

15-1 Complaints may be submitted through the channels designated in the application or by email to info@codi.mobi and shall be answered within no more than five (5) business days of receipt.

15-2 This Agreement shall be interpreted and implemented in accordance with the laws applicable in the Kingdom of Saudi Arabia.

15-3 The parties shall seek to resolve any dispute amicably. If that is not possible within fifteen (15) days, jurisdiction shall lie with the competent judicial authority in the City of Riyadh, without prejudice to the jurisdiction of judicial and regulatory authorities prescribed by law.