WAAFER NEGOTIATION & SOURCING AUTHORIZATION AGREEMENT · Version NSA-0.2-TEST
This Agreement sets out the rights and obligations of both parties. Plain-language summaries in brackets are for convenience; the clause text governs.
1. Parties
1.1 Array Labs DWC LLC, a company licensed in Dubai, United Arab Emirates, trading as “Waafer” (“Waafer”, “we”).
1.2 [Customer business name], trade licence [licence no.], of [address] (the “Customer”, “you”), represented by [Representative], [title] ([email], [phone]) (the “Representative”).
1.3 The Representative confirms they have authority to bind the Customer. Waafer confirms it is duly licensed to provide the services described here.
2. Definitions
2.1 “Request”: a Negotiate or Source request the Customer submits in the Waafer app. 2.2 “Supplier”: any existing or prospective provider of goods or services to the Customer. 2.3 “Offer”: a written price or terms from a Supplier that Waafer records in the app with its source. 2.4 “Baseline”: what the Customer paid for the same goods or services before the Request, shown by invoices, statements or contracts. 2.5 “Verified Savings”: the reduction in cost against the Baseline, measured on the Customer’s actual invoices or statements for comparable volume and service level after the change takes effect. 2.6 “Approval”: the Customer’s explicit acceptance in the app or in writing.
3. What Waafer does
3.1 For each Request, Waafer may analyse the documents the Customer provides, identify suppliers, request quotations, negotiate prices and terms, present Offers, help with switching, and verify savings.
3.2 Waafer uses reasonable skill and care, acts in good faith and in the Customer’s interest, and follows the Customer’s written instructions for each Request.
4. Limited authority
4.1 The Customer authorises Waafer, for each Request only, to: (a) contact Suppliers; (b) share the information needed for that Request; (c) request quotations; and (d) negotiate within the Customer’s instructions.
4.2 Waafer may NOT, without the Customer’s Approval for that specific action: sign or accept any contract or quotation; place orders; cancel, terminate or change any existing service; make, receive or hold any payment; give guarantees; or otherwise bind the Customer.
4.3 The Customer may limit, change or withdraw this authority for any Request at any time in the app. Withdrawal stops further outreach on that Request.
5. Customer rights
5.1 You decide: no Offer is accepted and no supplier change happens without your Approval.
5.2 Transparency: every Offer shows the supplier, price, key terms, its source, and any fee or commission Waafer would receive.
5.3 Information: you can see the status and activity history of each Request at any time.
5.4 No saving, no success fee: a success fee is only payable on Verified Savings.
5.5 Your data: you can access, correct, export or ask us to delete your data, subject to legal retention duties (clause 13).
5.6 Cancellation: you can cancel any open Request, your Plus subscription, or this Agreement at any time (clause 17).
5.7 Complaints: you can complain and receive a response within the timelines in clause 18.
6. Customer responsibilities
6.1 Provide accurate, complete and lawful information and documents, and update them if they change.
6.2 Hold the authority needed for each Request and comply with the laws that apply to your business.
6.3 Review Offers and respond within a reasonable time; delays may cause Offers to expire.
6.4 Contract with and pay Suppliers directly, and comply with your own existing contracts (including notice periods and exit fees).
6.5 Not use Waafer for unlawful, misleading or abusive purposes.
7. Waafer responsibilities
7.1 Act only within the authority in clause 4 and the Customer’s instructions.
7.2 Have a Waafer staff member review every outbound Supplier communication before it is sent.
7.3 Record only genuine Offers received from Suppliers, with their source, and never present an estimate as a confirmed Offer.
7.4 Disclose any commission, referral fee or other benefit Waafer would receive from a Supplier before you accept that Supplier’s Offer.
7.5 Keep records of Requests, Offers, Approvals and communications for at least 5 years or as the law requires.
7.6 Tell you promptly if Waafer cannot continue a Request or if a conflict of interest arises.
8. Suppliers and payments
8.1 Any contract resulting from a Request is made directly between the Customer and the Supplier. Waafer is not a party to it.
8.2 The Customer pays Suppliers directly. Waafer does not collect, hold or transfer the Customer’s funds to Suppliers.
8.3 Waafer does not guarantee Supplier performance, but will share any information it holds that helps the Customer enforce its rights against a Supplier.
9. Fees
9.1 Waafer Plus is AED 99 a month (plus VAT if applicable), billed in advance, separate from any success fee, and cancellable at any time with effect from the end of the current billing period.
9.2 Success fee: for negotiations and cost-reducing supplier switches, 15% of the Verified Savings over the first three (3) months after the new price or terms take effect. Example: AED 600 a month verified saving × 3 months × 15% = AED 270, charged once.
9.3 Sourcing fee: for a new need with no Baseline, any sourcing fee is agreed in writing before Waafer starts work. Where Waafer receives a Supplier commission for that Request and no fee was agreed, the Customer pays no sourcing fee.
9.4 Invoices for success fees are issued only after Verified Savings are calculated and shared with the Customer, showing the Baseline, the new cost and the method. Payment is due within 14 days.
9.5 The Customer may dispute a fee calculation within 14 days of the invoice. Both parties will review the evidence in good faith; the undisputed part remains payable.
9.6 No other fees apply unless agreed in writing in advance.
10. No guarantee
10.1 Waafer does not guarantee that any Request will succeed, that any Supplier will make an Offer, or that any saving will be achieved. Estimates are indications, not promises.
11. AI-assisted work
11.1 Waafer uses AI tools to read documents, prepare analyses and draft communications. AI output is reviewed by Waafer staff before any Supplier communication is sent or any Offer is presented.
11.2 The Customer consents to this use and to Waafer stating in communications that it acts on the Customer’s behalf.
11.3 Waafer remains responsible for its staff’s review of AI-assisted work under this Agreement.
12. Confidentiality
12.1 Each party keeps the other’s non-public information confidential, uses it only for this Agreement, and protects it with at least reasonable care.
12.2 Waafer shares Customer information with a Supplier only as needed for a Request the Customer submitted.
12.3 These duties continue for three (3) years after the Agreement ends and do not apply to information that is public, already known, independently developed, or required to be disclosed by law (with notice where lawful).
13. Data protection
13.1 Waafer processes personal data in line with UAE Federal Decree-Law No. 45 of 2021 on Personal Data Protection and other applicable law, only to provide the services and meet legal duties.
13.2 Documents are stored securely with access limited to authorised staff and service providers bound by confidentiality.
13.3 Waafer notifies the Customer without undue delay of any security incident affecting the Customer’s data.
13.4 Waafer may use anonymised, aggregated data (which cannot identify the Customer) to improve pricing benchmarks and services.
13.5 On termination, Waafer deletes or returns the Customer’s documents within 30 days on request, except where the law requires retention.
14. Intellectual property
14.1 The Customer owns its data and documents and grants Waafer a limited licence to use them only to provide the services.
14.2 Waafer owns its platform, software, templates and benchmarks.
15. Liability
15.1 Neither party is liable for indirect or consequential loss, or loss of profit, arising from this Agreement.
15.2 Waafer is not liable for Suppliers’ acts or omissions or for the Customer’s decisions to accept Offers.
15.3 Each party’s total liability under this Agreement is limited to the fees paid or payable by the Customer to Waafer in the 12 months before the claim.
15.4 Nothing limits liability for fraud, gross negligence, wilful misconduct, breach of confidentiality or data-protection duties, or anything that cannot be limited by law.
16. Indemnities
16.1 The Customer indemnifies Waafer against third-party claims caused by false information or lack of authority provided by the Customer.
16.2 Waafer indemnifies the Customer against third-party claims caused by Waafer acting outside the authority in clause 4 or breaching clause 12 or 13.
17. Suspension and termination
17.1 Either party may end this Agreement at any time by notice in the app or in writing.
17.2 Waafer may suspend services immediately in case of suspected fraud, unlawful use or serious breach, and will tell the Customer the reason unless the law prevents it.
17.3 On termination, outreach stops, Waafer informs Suppliers it no longer acts for the Customer, and success fees remain payable only for savings arising from Offers the Customer approved before termination and verified afterwards.
18. Complaints and disputes
18.1 Complaints go to support@arrayae.com. Waafer acknowledges within 2 business days and responds in substance within 10 business days.
18.2 The parties will first try to resolve any dispute through good-faith negotiation for 30 days.
18.3 Unresolved disputes go to the competent courts of Dubai. [Forum, including DIFC or arbitration options, pending legal review.]
19. Changes to these terms
19.1 Waafer gives at least 30 days’ notice of changes. Material changes need the Customer’s renewed acceptance; if the Customer does not accept, it may terminate without penalty and the previous version continues for open Requests.
20. General
20.1 Force majeure: neither party is liable for delays caused by events beyond its reasonable control. 20.2 Assignment: neither party may transfer this Agreement without the other’s consent, except Waafer to a successor business with notice. 20.3 Severability: if any clause is invalid, the rest remains in force. 20.4 Entire agreement: this Agreement, the Waafer terms of use and privacy notice form the whole agreement on this subject. 20.5 Language: an Arabic version will be provided; if they differ, the Arabic version prevails before UAE courts. [Pending legal review.] 20.6 Electronic signature: the parties agree this Agreement may be signed electronically and that the electronic record is valid evidence.
21. Governing law
21.1 The laws of the United Arab Emirates as applied in the Emirate of Dubai.
Version
NSA-0.2-TEST · Customers sign this agreement electronically in the Waafer app after business verification. The signed copy includes the verified business details.