Terms of Service
Last updated: 24 June 2026
(Part A — Umbrella Agreement binding every User of the Roster+ Portal)
0. Preamble & Front Matter
0.2 Document. This document is the "Roster+ Portal Terms of Use" (these "Terms" or this "Agreement"), Version 1.0, with an effective date of 24 June 2026 and a last-updated date of 24 June 2026. It is the umbrella agreement governing all use of the Portal (defined in clause 3.1) operated by the Operator (defined in clause 1.1).
0.3 Language. These Terms, and all Schedules, sub-agreements, and incorporated policies, are made available in English and Arabic. Where a User is a consumer in the United Arab Emirates ("UAE"), the Arabic version prevails in the event of any conflict or inconsistency. Any translation provided in a language other than English or Arabic is for convenience only and has no legal effect. The Arabic version must exist and be available before any reliance on these Terms.
0.4 How to read this Agreement. (a) Words and phrases shown in bold and capitalised are defined terms; each is defined on first use and consolidated in clause 3. (b) This Agreement is supported by Schedules and incorporated policies, each of which forms part of this Agreement when you accept it or use the Portal in the relevant capacity, namely: Schedule B — Performer Engagement Terms; Schedule C — Client Terms; Schedule D — Organisation / Management Terms; the Privacy Policy; the Refund & Cancellation Policy; the Acceptable-Use Policy; the AML/CFT & Source-of-Funds Policy; and the Fee Schedule. (c) After you accept this Agreement once at registration, every later instrument formed through the Portal (including each per-booking Engagement Confirmation) is a numbered, sequenced, and timestamped sub-agreement formed under this umbrella, which it expressly incorporates by reference and to which it is subordinate.
0.5 Order of precedence. Where there is a conflict, the following order applies, except that no provision of any document may exclude or limit a mandatory right that the law of the UAE makes non-excludable, and to the extent of any such conflict the mandatory law prevails over all of them: (a) the mandatory laws of the UAE (including the consumer-protection rights described in clause 16); (b) this Agreement (Part A); (c) the applicable role Schedule (B, C, or D); (d) the applicable per-booking Engagement Confirmation; (e) the incorporated policies. Within consumer matters specifically, clause 16 (Fees, Refunds & Cancellation-by-Cause) prevails over any more restrictive statement elsewhere in this Agreement, including clause 6.3.
0.6 Mandatory consumer rights — supremacy. Nothing in these Terms, any Schedule, any sub-agreement, or any incorporated policy excludes, restricts, or limits any right or remedy that the law of the UAE makes mandatory and non-excludable for consumers, including the cause-based cash-refund rights in clause 16. Any provision that would do so is read down to the minimum extent necessary to be valid, and the mandatory right prevails.
1. Parties & Operator
1.1 The Operator. The Portal is operated, and every agreement formed through it is entered into, by TRANSCENDA COMPUTER SYSTEMS & COMMUNICATION EQUIPMENT SOFTWARE DESIGN EST. (the "Operator", and in these Terms also "Roster+", "we", "us", or "our"). The Operator is the sole contracting party with you for all services provided through the Portal. The party legally bound by this Agreement is always the full legal entity named in this clause, even where the text uses the short form "Roster+", "we", "us", or "our".
1.2 Operator identifiers and details.
- DED Licence No.: 1062923
- D-U-N-S No.: 571233731
- Registered office: Office 305-A, 3rd Floor, Mozna Building, Al Qusais 1, Deira, Dubai, United Arab Emirates.
- Official website (detail only): transcenda.io (this is a contact/website detail of the Operator and is not the name of the contracting party; the Portal itself is at rosterplus.io).
- Notices / contact: [email protected] and any designated contact channel published on the Portal.
1.3 You. "You", "your", or "User" means any person who registers for, accesses, or uses the Portal in any capacity, including in any of the role-specific capacities of Performer / Artist, Client / Promoter, Organisation, Owner, or Admin (each defined in clause 3).
1.4 We act as principal. We contract in our own name as principal for our own booking and event services, and as merchant of record vis-à-vis the Client for those Services (meaning the Client's contracting counterparty and supplier of record for the Service — not necessarily the merchant of record for card-acquiring or payment-processing, which may rest with a Payment Service Provider under clause 14A). We are not an agent, broker, marketplace intermediary, or facilitator acting on behalf of any Performer or Client, and the consideration we earn is not a commission. When a Client books through the Portal, the Client purchases our own Service; we separately engage and pay the Performer as a supplier. Nothing in this Agreement, in any Schedule, in any sub-agreement, in the Portal's interface, or in any of our communications shall be read as creating an agency, brokerage, marketplace, or commission relationship between us and any User, or between any two Users.
1.5 Partners, Providers and Sponsors (reserved). We may, from time to time, work with third-party partners, service providers, sponsors, suppliers, or technical or payment providers (each a "Partner / Provider / Sponsor"). Such third parties are referred to only generically. Their identity, role, and any additional terms may be introduced later by way of a defined role or Schedule under this Agreement without re-opening or re-negotiating these Terms. Regardless of who owns, hosts, or contributes to any code repository, channel, or asset, the Operator remains the sole legal operator and contracting party on every document and in respect of every service delivered through the Portal.
2. Acceptance, Formation & Eligibility
2.1 Binding acceptance. By clicking "accept" (or equivalent), by registering, or by accessing or continuing to use the Portal, you agree to be legally bound by this Agreement, the applicable Schedule(s), and the incorporated policies. Your continued use of the Portal constitutes acceptance of this Agreement (and, where applicable to a Client, of Schedule C) at and after onboarding, as well as of any change made under clause 20. If you do not agree, you must not register for or use the Portal.
2.2 What each User accepts. Acceptance is a single act that binds you to this Part A together with the Schedule(s) relevant to your role: (a) a Performer / Artist accepts Part A + Schedule B; (b) a Client / Promoter accepts Part A + Schedule C; (c) an Organisation accepts Part A + Schedule D. The artists an Organisation manages do not hold their own accounts and do not individually accept any Schedule; they exist as Claim Profiles under the Organisation, and the Schedule B standards apply to them through the Organisation's responsibility for them (Schedule D).
2.3 Eligibility — age and capacity. You must be at least 18 years old (or the age of majority in your jurisdiction, if higher) and have full legal capacity to enter into a binding contract under UAE law.
2.4 Authority for organisations. If you accept this Agreement on behalf of a company, entity, or other organisation, you represent and warrant that you have authority to bind that organisation, and "you" includes that organisation.
2.5 Restricted persons. You represent and warrant that you are not a person who is subject to sanctions, designated on any applicable sanctions list, otherwise restricted under UAE law, or barred from using services of this kind. We may decline, suspend, or revoke registration on this basis.
2.6 Accurate single account. You warrant that the information you provide is accurate, current, and complete, and that you will maintain only one account unless we agree otherwise in writing. We may refuse, restrict, or revoke registration at our discretion, subject to mandatory law.
2.7 Record of acceptance. Your acceptance, and each subsequent acceptance of a Schedule, policy, or sub-agreement, is recorded, sequenced, timestamped, and versioned by electronic means (see clauses 24 and 27).
3. Definitions Glossary
In this Agreement, the following definitions apply (and apply equally in the Schedules and sub-agreements unless they expressly provide otherwise):
3.1 "Portal" / "Services" means, broadly, the rosterplus.io website and any current or future mobile application, Operator digital channel, social-media presence, or any other channel through which the booking, event, and related services are offered or delivered, together with all features, functions, content, and Platform Tools. This Agreement and all disclaimers apply to all such channels, present and future.
3.2 "Roster Coins" / "Coins" means the single-purpose stored value described in clause 6, where 1 Coin = 1 AED, redeemable only against our own Services.
3.3 "Wallet" means the Client-side balance of Coins. "Earnings" or "Payouts" means the Performer-side or Organisation-side accounts-payable balance described in clause 6.9; the Performer/Organisation side is never a Wallet.
3.4 "Performer" / "Artist" means a User who offers or supplies performances through us as an independent supplier engaged and paid by us. "Client" means a User who buys our Services; "Promoter" is the in-app role label for the Client and means the same person. "Organisation" means a User that manages or represents Performers and lists or supplies them to us. "Owner" and "Admin" mean internal Operator roles with platform-configuration and administration authority. "Partner / Provider / Sponsor" has the meaning in clause 1.5.
3.5 "Booking Request" means a Client's request to book a Performer through the Portal. "Booking-Request Fee" means the fee in Coins payable by the Client to make a Booking Request (clause 6.6). "Booking" means a confirmed booking of a Service that has progressed to a formed Engagement. "Engagement" / "Engagement Confirmation" means a per-booking sub-agreement formed under this umbrella (clause 7.8). "Listing" means a Performer's published profile. "Availability Calendar" means the Performer-maintained record of available dates and timing.
3.5A "Purpose" (open). "Purpose" means the purpose for which a Client books a Performer, which may be an event or any other lawful purpose — including a private function, performance, appearance, recording or studio session, brand, media, or content collaboration, corporate, hospitality, or promotional engagement, or any other lawful engagement. References in this Agreement to an "event" are illustrative only and are not limiting: the Service, any Booking, and any Engagement may be for any Purpose, and the parties' rights, obligations, and our boundary in clause 15.6 apply with equal force to a Purpose that is not an event (reading "event" as "the relevant Purpose or context").
3.6 "Communications" means any message, notice, or notification of any kind through any channel described in clause 9. "Verified WhatsApp" means a Performer's WhatsApp number verified for use with the Portal. "Company Number" means our number +971 4 368 2705 operated through the WhatsApp Business API. "24-Hour Window" means the negotiation window described in clause 7.7.
3.7 "Content" means any text, image, audio, video, artwork, or other material on or submitted to the Portal. "User Content" means Content submitted by a User. "Artwork / Likeness" means a Performer's artwork, photographs, image, name, or likeness. "Platform Tools" has the meaning in clause 11.
3.8 "Account" means your Portal account. "Verification" / "KYC" means the identity, document, and account-ownership verification described in clauses 5.4 and 21. "Top-Up" means a Client's purchase of Coins. "Receipt" / "Invoice" means an automatically generated receipt or tax invoice. "Credit Note" means a VAT credit note issued on a refund. "PSP" means a third-party Payment Service Provider (clause 14A).
3.9 "Cancellation Cause" means one of the categories in clause 16.2. "Seller-Side Failure" means non-delivery, our or the Performer's cancellation, or faulty or non-conforming Service. "Buyer Change-of-Mind" means a Client's voluntary cancellation outside any cooling-off right. "Cooling-Off" means any statutory cooling-off right that applies.
3.10 "Applicable Laws" means the laws referred to generally in clause 25.2. "Force Majeure" has the meaning in clause 23. "Confidential Information" means non-public information disclosed through or in connection with the Portal, including booking terms, pricing, negotiation content, and platform data. "Including" means "including without limitation".
3.11 "Float" means the aggregate of Client prepayments represented by paid Coins. As to us, the Float is treated as deferred revenue / a contract liability (an obligation to provide Services or a refund where due), and is held and accounted for separately from amounts we owe Performers or Organisations. "Merchant of record" has the meaning in clause 1.4.
4. The Portal & Services (Scope)
4.1 Description. Roster+ is an online artist-booking and engagement-services Portal operated by us as principal. Through the Portal, we provide our own booking and engagement Services — for an event or any other lawful Purpose (clause 3.5A) — and engage Performers as suppliers to fulfil them.
4.2 Broad scope. The Portal and Services comprise the rosterplus.io website and any current or future mobile application, Operator digital channel, social-media presence, or any other channel through which they are offered. This Agreement and all disclaimers apply to every such channel. Engaging with us through social media or any future channel is also governed by this Agreement and its disclaimers.
4.3 End-to-end coverage. This Agreement legally governs the entire Portal flow: registration → onboarding and Verification → Listing → Availability Calendar → Booking Request → negotiation → Engagement → secured payment → completion of the Service → Payout → and cancellation/refund.
4.4 Availability. The Portal is provided on an "as-is" and "as-available" basis. We do not guarantee uninterrupted, secure, or error-free access. We may modify, add, suspend, or discontinue any feature, channel, or part of the Portal at any time, subject to mandatory law and your accrued rights.
4.5 Payment features. Payment, Top-Up, and gateway features may be enabled, disabled, limited, or changed by us at our discretion, and are processed through a PSP as set out in clause 14A.
5. Accounts, Roles & Verification
5.1 Account creation. You must register an Account with accurate, current, and complete information, and keep it up to date. Only one Account per User is permitted unless we agree otherwise.
5.2 Roles. The Portal supports the roles of Performer / Artist (Schedule B), Client / Promoter (Schedule C), Organisation (Schedule D), the internal Owner and Admin roles, and the reserved Partner / Provider / Sponsor role (clause 1.5). The Schedule(s) for your role attach to and form part of this Agreement on your acceptance.
5.3 Credentials. You are responsible for keeping your credentials secure and for all activity under your Account, and you must notify us immediately if you suspect any unauthorised use or compromise.
5.4 Identity and document verification (KYC). We may require, before any money moves and at any time, verification of your identity and standing, including Emirates ID or passport, corporate documents, and ownership of any bank account (including a name match). We apply tiered KYC (with verification tiers, limits, and enhanced-diligence thresholds set out in the AML/CFT & Source-of-Funds Policy) and sanctions/PEP screening at onboarding and before any Payout (see clause 21). You authorise us to carry out such Verification and to use third-party providers for it.
5.5 Activation-gating. Your Account is not activated, not listed, and not shown until both (a) you have accepted the applicable umbrella and Schedule(s) (Part A + B for a Performer; Part A + C for a Client; Part A + D for an Organisation), and (b) you have submitted all required documents. For a Performer, required documents include a passport photograph, identity document, and flyer/artwork (clause 8).
5.6 Refusal, suspension, termination. We may refuse, suspend, downgrade, or terminate any Account in accordance with clause 19.
5.7 Accuracy. You are responsible for the accuracy of your Account information. Providing false, misleading, or forged information is a breach of this Agreement and may result in suspension or termination and, where required, reporting to the authorities.
5.8 Username / public handle. You may choose a username (public handle). The username is your durable public identifier, forms your public profile address (rosterplus.io/@username, also reachable as the subdomain username.rosterplus.io, which shows the same public profile), and may also be used as a sign-in name. A connected custom domain of your own may be offered as a paid option (clause on paid services / Fee Schedule). You must not choose a handle that is unlawful, infringing, impersonating, misleading, offensive, or that you have no right to use. We may refuse, reclaim, reassign, or reset a handle where it breaches these terms, infringes a third party's rights, is used in bad faith (including squatting), impersonates another person, is dormant, or where required by law or a competent authority. A username gives you no trade-mark or other proprietary right. We assign each Account a non-transferable, display-only membership number; that number is a label and is never a credential, access key, or proof of authority.
5.9 Public profile page & visibility. Your public profile page displays the content you choose to publish — your handle, display name, photo, headline, biography, location (e.g. city/country), links, badges, and, for a Performer, your EPK content. You are responsible for that content and warrant you have the rights to publish it; clauses 8, 10, and 12 apply to it. Verification and premium badges are indicators we control: a verification badge reflects a completed verification step and may be added, withheld, or removed by us, and a managed Performer is not verified until both the Organisation↔Performer arrangement and that Performer's own documents are in place; a premium badge reflects a paid status and is cosmetic. You can control the visibility of your public page (including unlisting it) in your settings; some information may still be processed as described in the Privacy Policy, and search engines may retain cached copies after a change. Location is treated as a discovery signal, not a restriction (your profile can appear beyond a single location).
6. Roster Coins & the Wallet (single-purpose stored value)
6.1 Nature — express single-purpose undertaking. Roster Coins are single-purpose stored value, where 1 Coin = 1 AED, redeemable only against our own catalogue of Services and for nothing else. Coins cannot be used to buy any third-party goods or services, any money, or any other money's worth; they buy only Services that we ourselves provide. We undertake that, where Coins are applied to pay for Services we provide, we will provide those Services. Coins are not money, currency, e-money, a deposit, a security, or a claim on any third party, and they bear no interest. This express single-purpose, issuer-provided-services-only character is a core term of this Agreement.
6.2 Non-transferable. Coins are non-transferable between Users. They may not be gifted, sold, split, pooled, or moved between accounts or sub-accounts.
6.3 Non-cash-redeemable to the buyer. Coins are not convertible to cash and are not withdrawn or refunded to any card or bank account on a Buyer Change-of-Mind. This clause is expressly subject to the mandatory consumer-rights carve-out in clause 16: where a refund arises from a Seller-Side Failure or an applicable Cooling-Off right, the AED actually paid is refunded in money to the original payment method as set out in clause 16.
6.4 Top-Up. A Client buys Coins by Top-Up. A Top-Up is a prepayment toward our own Services, processed through a PSP under clause 14A. Top-Up amounts may be subject to tiered limits pending the completion of KYC, and to source-of-funds enquiry for larger amounts (clause 21).
6.5 Cost-basis ledger and non-expiry. Coins acquired by Top-Up ("paid Coins") and Coins granted as a bonus or promotion ("bonus Coins") are tracked separately, including the AED cost basis per Coin, so that any refund returns the AED actually paid (clause 16.5). Paid Coins do not expire. Any expiry of paid Coins will apply only if and to the extent confirmed lawful by UAE-licensed counsel and prominently disclosed to, and accepted by, the Client before purchase. Bonus Coins may expire only where they are distinctly labelled and the expiry is disclosed in advance.
6.6 The Booking-Request Fee. Making a Booking Request costs the Booking-Request Fee, payable by the Client in Coins. The amount of the Fee is set by us, published in the Fee Schedule, and may be varied by us from time to time (clause 20); no specific amount is fixed by this Agreement. The Performer receives nothing from the Booking-Request Fee; it is our own revenue, and it is not a commission.
6.7 Owner-configurability. The Booking-Request Fee, any consideration retained by us, VAT treatment, Payout terms, and every fee or parameter are configurable by the Owner role. No such retained consideration is, or is to be labelled as, a commission. Changes apply prospectively only; the fees and terms in force and disclosed at the point of sale govern that Booking (see clause 20). Receipts and Invoices are generated automatically on the amounts in force at the time (clause 17).
6.8 Automatic Receipts and Invoices. A Receipt or tax Invoice is generated automatically based on the amount of the relevant transaction. Where a tax Invoice is issued to a Client, it names us as the supplier (with our TRN) and shows the full price plus our VAT, consistent with the principal/Model-B treatment in clause 17. No Performer TRN, and no seller pass-through VAT line, appears on a Client Invoice. The precise VAT treatment is subject to confirmation under clause 17.
6.9 Performer side — Earnings / Payouts, not a Wallet. A Performer's (or Organisation's) balance is Earnings / Payouts, an accounts-payable amount that we owe for Services supplied to us. It is not a Wallet, not stored value, and not a withdrawable on-demand balance. Performers and Organisations never Top-Up or deposit. A Payout is a vendor settlement made from our own funds, outside the Coin facility, on a fixed settlement cycle (T+N, as set out in Schedule B) rather than an indefinitely-held drawable balance, with no Wallet ledger line linking the Client's payment to the Payout. Payout is made only to a verified account in the Performer's (or Organisation's) own name (clauses 13.7 and 21).
6.10 Separate ledgers — no pooling, no netting. The Float (Client prepayments / paid Coins) and amounts we owe Performers and Organisations (Earnings) are held and accounted for as two separate liability accounts: the Float as our deferred revenue / contract liability, and Earnings as our trade payables. They are never pooled and never netted against each other, and no ledger entry links a particular Client payment to a particular Payout. What we pay a Performer is set independently and is not computed or presented as the Client's payment minus a margin or commission, and is not a per-Booking pass-through of the Client's payment.
6.11 No deposits, no interest. Balances of any kind are not bank deposits, are not e-money, currency, or securities, and bear no interest.
7. The Full Portal Flow (end-to-end, under the umbrella)
7.1 Registration & acceptance. You register and accept the umbrella plus your role Schedule (clause 2).
7.2 Onboarding & Verification. You submit required documents and complete KYC; your Account is activation-gated (clause 5.5).
7.3 Listing. A Performer's profile is published as a Listing only after activation.
7.4 Calendar / availability. A Performer maintains the Availability Calendar (available dates and timing). Booking Requests and Engagements respect it. The Performer is responsible for keeping the Availability Calendar accurate. We, Clients, and Organisations may rely on it.
7.5 Booking Request. To make a Booking Request, a Client must hold or buy sufficient Coins. The Booking Request costs the Booking-Request Fee in Coins, which the Client pays and from which the Performer receives nothing (our revenue — clause 6.6).
7.6 Notification. On a Booking Request, the Performer is notified by Portal email sent by us / the Portal (never by the Client) and on Verified WhatsApp via the Company Number (+971 4 368 2705) WhatsApp Business API.
7.7 24-Hour Window. A 24-Hour Window then opens for negotiation, conducted on the company-channel thread that is bound to {that Performer, that Client, that Booking Request}.
7.8 Engagement sub-agreement. A per-booking Engagement Confirmation is formed under this umbrella as a ready template. The Performer adds price and the Performer's fields; the Client adds the Client's fields; terms may vary per booking and per Performer. This umbrella only references that Engagement Confirmations will be formed; the template mechanics are settled at the per-booking step (clause 24.4).
7.9 Secured payment. The Client pays our price for our Service in Coins. The Client's booking instrument reaches "signed" on the Client's signature alone (our counter-acceptance is a system act). The Performer signs a separate Engagement with us; there is no shared signing ceremony between Client and Performer (clause 24.3).
7.10 Completion. We deliver the booked Service as principal and bear delivery risk (clause 15).
7.11 Payout. The Performer (or Organisation) is paid by a separate accounts-payable disbursement from our own funds, outside the Coin facility (clauses 6.9, 13.7).
7.12 Cancellation / refund-by-cause. Cancellations and refunds branch on the Cancellation Cause (clause 16): a Seller-Side Failure or an applicable Cooling-Off gives a cash refund of the AED actually paid to the original payment method (with a VAT Credit Note); a Buyer Change-of-Mind outside Cooling-Off gives credit or forfeiture per the disclosed schedule.
7.13 Client fulfilment proofs. Where an Engagement requires it, the Client uploads fulfilment proofs (for example flight ticket, accommodation, permits) on the Portal (detailed in Schedule C).
7.14 Performer document delivery — purpose-limited. Where an Engagement requires it, Performer documents needed for the specific booking (for example for flights or permits) are unlocked and delivered to the booking Client through the Engagement, subject to the consent and data-minimisation conditions in clause 8 (detailed in Schedule B).
7.15 Delivery-risk / dispute. The Client's sole remedy for non-delivery, no-show, or non-conforming Service is against us. Our recourse against the Performer is a separate supplier matter that does not concern the Client. There is no exclusion of our responsibility for the delivery of our own Service.
7.16 Reschedule / substitution. A Booking may be rescheduled, or a substitute Performer provided, only with the Client's informed consent. A reschedule or substitution accepted by the Client is a variation of the existing Booking and is not a non-delivery. Where we cannot deliver and a reschedule or substitute is not validly agreed with the Client, the matter is treated as a Seller-Side Failure and the Client's cash-refund right under clause 16 applies.
7.17 Lapsed or declined Booking Request. The Booking-Request Fee is consideration for our processing and routing of the request and the opening of the 24-Hour Window. If the Performer declines, does not respond, or the 24-Hour Window lapses with no Engagement, the Fee is treated as set out in the Fee Schedule and clause 16;. Any retention is disclosed in advance and is subject to the mandatory consumer rights in clause 16.
8. Identity, Documents, Artwork & Likeness
8.1 Document submission. A Performer must submit a passport photograph, identity document, and flyer/artwork. These are used to (a) verify identity, (b) enable bookings, and (c) where an Engagement requires it, be unlocked and delivered to the booking Client for the specific travel or permit purpose of that Booking.
8.2 Purpose-limited disclosure of Performer documents. Where a Performer's passport, identity, or similar document is unlocked and delivered to a booking Client: (a) the Performer's specific, informed consent to that disclosure is captured per Booking before any document is released; (b) disclosure is limited to the documents necessary for the specific travel or permit purpose of that Booking (data minimisation); and (c) the Client may use the documents only for that purpose, must keep them confidential, and must not retain, repurpose, or further disclose them beyond what that purpose requires. This processing is high-risk sensitive-data processing and is handled in accordance with clause 22 and the Privacy Policy. Further detail may be set out in Schedule B, but the per-Booking consent and purpose-limitation principle in this clause governs.
8.3 Artwork / Likeness authorisation. Each Performer authorises us to use the Performer's Artwork / Likeness to market and promote the Portal and the Services across all current and future channels described in clause 3.1, for the duration of the Performer's use of the Portal and a reasonable period thereafter for material already published, subject to the IP terms in clause 10. The scope, channels, and any limits on revocation are as set out in Schedule B.
8.4 Accuracy. You warrant that all documents and information you submit are genuine, accurate, and current. False or forged documents are a breach (clause 19).
8.5 Data protection. Documents and personal data are handled in accordance with clause 22 and the Privacy Policy.
9. Communications (all channels)
9.1 Channels covered. "Communications" is broad and channel-agnostic and includes: in-Portal notifications and messages; email (transactional messages and Booking-Request notifications, sent by the Portal / us, never by the counterparty); WhatsApp via the Company Number (+971 4 368 2705) WhatsApp Business API; SMS; mobile-app push notifications; voice or telephone where used; and social media and any other current or future channel. All such channels are governed by this Agreement and its disclaimers. Your use of any third-party communications channel (including WhatsApp) may also be subject to that provider's own terms, with which you agree to comply (clause 14B).
9.2 Electronic-communications consent. You consent to receive all Communications and notices electronically. Electronic notices satisfy any requirement that a notice be "in writing" under UAE law (including the UAE Electronic Transactions & Trust Services Law). Notices are deemed given to the email address or Account on file and deemed received on transmission.
9.3 No direct contact / anti-disintermediation. Users do not receive each other's phone number, email, or other personal contact details. All Communications are routed through the Portal and the Company Number. The WhatsApp thread for a booking is bound to {Performer, Client, Booking}, subject to the 24-Hour Window. Performers must maintain a Verified WhatsApp. Every message on a company channel is operated by us; no message constitutes a direct communication from, or made using the personal contact details of, the counterparty.
9.4 Monitoring & recording. All Communications through the company channels (including any voice or telephone calls, where used) are monitored, recorded, stored, and may be used for safety, quality, dispute resolution, fraud prevention, AML/CFT, and compliance. This is disclosed here and consented to by you. The lawful basis is your consent and the necessity of such processing for the performance of this Agreement and for our fraud-prevention, AML/CFT, safety, and compliance obligations, together with our legitimate operational and compliance interests where permitted by the UAE Personal Data Protection Law, and all such processing is carried out in line with the Privacy Policy and that law. Where you use a voice or telephone channel, you specifically consent to the recording of that call.
9.5 Anti-circumvention. You must not solicit or arrange off-Portal contact, take or attempt to take a booking off-Portal, exchange personal contact details, or otherwise circumvent the Portal or its fees. Breach may result in suspension and liability (clauses 12, 18, 19). We are not responsible for anything that any User arranges, agrees, pays, or does off-Portal in breach of this clause, and the delivery undertaking in clause 15 and the refund rights in clause 16 do not apply to any off-Portal arrangement.
9.6 Marketing communications. Marketing Communications are separate and consent-based, with opt-in and opt-out, in line with Applicable Laws.
9.7 Legal notices. We may give you notice by in-Portal message, email, or your Account. You must give us notice in writing at the registered address in clause 1.2, the contact email [email protected], or any designated contact channel we publish. Notices are subject to the deemed-receipt rules in clause 9.2.
9.8 Language. Communications are provided in English and Arabic, with Arabic prevailing for UAE consumers.
9.9 WhatsApp & the Company Number. Certain Communications are delivered through the WhatsApp Business Platform using our business number (the "Company Number"). By providing a WhatsApp number and using this channel you opt in to receive business messages from us through WhatsApp at the Company Number, and you acknowledge that: (a) WhatsApp / Meta is a third-party provider and your use of WhatsApp is subject to WhatsApp's and Meta's own terms and privacy policies (clause 14B), and your messages are processed on their infrastructure, which may involve transfer and storage outside the UAE as described in the Privacy Policy; (b) the Company Number is our business number, operated by us — messages through it are business communications governed by this Agreement (including the monitoring, recording, and anti-circumvention terms in clauses 9.4–9.5) and are not a personal communication channel of any counterparty, and you obtain no right to the Company Number; (c) you must use the channel lawfully and must not send spam, bulk, unsolicited, unlawful, harassing, or prohibited messages, consistent with WhatsApp's Business Messaging Policy and applicable UAE telecommunications rules (including TDRA requirements); (d) you may opt out of non-essential WhatsApp messages, but essential transactional and booking-related Communications form part of the Services; and (e) message delivery depends on WhatsApp's availability and the accuracy of your Verified WhatsApp number, for which we are not responsible (clause 14B.5).
9.10 Content of Communications; unlawful discussions; side-deals. You are solely responsible for the content of your Communications and for anything you say, share, agree, or arrange through any channel. We do not pre-screen, endorse, verify, or guarantee the content of User Communications, and the monitoring/recording in clause 9.4 does not make us responsible for, or a party to, what Users discuss or agree. You must not use any channel to discuss, plan, facilitate, or conduct anything unlawful (including fraud, money laundering, trafficking, illegal goods or substances, or any other criminal activity), nor to circumvent these Terms. Where we become aware of unlawful or prohibited content or conduct on our channels, we may (subject to your mandatory rights and the Privacy Policy) review, restrict, remove, suspend, or terminate, preserve evidence, and report to and cooperate with the competent authorities and law enforcement. Any agreement, side-deal, or arrangement that Users purport to make between themselves — through the chat or otherwise — that is outside the Portal's formal Booking process is not a Portal Booking, carries no delivery undertaking (clause 15) and no refund protection (clause 16), breaches the anti-circumvention terms (clause 9.5), and we are not a party to it and bear no liability for it. You indemnify us (clause 18) in respect of your Communications and any such arrangement.
10. Intellectual Property & Content Licence
10.1 Our IP. We and our licensors own the Portal, its software, the "Roster+" and Operator brands, trademarks, look-and-feel, and the Platform Tools. All rights not expressly granted are reserved.
10.2 Licence to you. We grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to use the Portal for its intended purpose, subject to this Agreement.
10.3 Licence to us in User Content. You grant us a worldwide, royalty-free, non-exclusive, sub-licensable licence to host, store, use, reproduce, adapt, display, and distribute your User Content (including Artwork / Likeness per clause 8.3) across all current and future channels described in clause 3.1, and on, through, or in cooperation with any other platform, channel, or third party with whom we cooperate, partner, integrate, syndicate, or cross-promote (clause 10.7), to operate, promote, and market the Portal, the Services, and you.
10.4 Your warranties. You warrant that you own or have all necessary rights in your User Content and that it does not infringe any third-party right or any law. You indemnify us in respect of breach (clause 18).
10.5 Feedback. Any feedback or suggestions you provide may be used by us freely, without obligation or compensation.
10.6 Takedown. We operate a notice-and-takedown process for alleged IP infringement; contact details are in clause 28.8.
10.7 Cooperation & cross-promotion (authorised). You authorise us to cooperate, partner, integrate, syndicate, advertise, market, and cross-promote with or through any other platform, channel, marketplace, network, agency, sponsor, or third party, now or in the future, including to promote you, your Listing, profile, Artwork/Likeness, and Content on or through such platforms or channels. We may do so on our own behalf and as principal, are under no obligation to do so, and may add, change, or end any such cooperation at any time. This does not change the principal relationship in clause 1.4 or transfer any contracting role to such third party, and we remain the sole legal operator and contracting party (clause 1.5).
10.8 Venue, copyright, performance licences & permits — your responsibility. You are solely responsible for, and warrant that you hold or will obtain, all rights, licences, clearances, consents, and permits necessary for any Booking or event, including: (a) the right and authorisation to use, perform at, or host the event at the relevant venue; (b) the right to use any venue's name, trademark, logo, or branding; (c) all copyright, public-performance, and music-licensing rights (including collecting-society / performing-rights-organisation licences and copyright clearances); and (d) all event, entertainment, municipality, and regulatory permits and approvals and venue health-and-safety compliance. The specific allocation of these responsibilities is detailed in the role Schedules (the Client bears the venue, venue-name, performance-licence, and permit responsibilities for events it books — Schedule C; the Performer warrants its own performance and material — Schedule B; the Organisation warrants its managed performers' rights — Schedule D). We do not provide, procure, verify, or guarantee any such right, licence, clearance, or permit, and we have no liability for their absence or for any infringement, unauthorised use, or missing permit. You indemnify us in respect of any related claim (clause 18).
11. Platform Tools (present & future)
11.1 Definition. "Platform Tools" means any tools, features, or functionality of the Portal now or in the future, including calendaring, messaging, payments, analytics, and any AI-assisted features.
11.2 As-is. Platform Tools are provided as-is, may be changed or withdrawn, carry no warranty, and are covered by the disclaimers and limitation of liability in clauses 14 and 14C.
11.3 Future Tools. Future Platform Tools are automatically governed by this Agreement without re-acceptance, subject to clause 20 (Change of Terms).
11.4 Premium status. "Premium" is an optional, cosmetic paid status that adds a premium badge (clause 5.9) and a small, hard-capped, fair-chance-respecting discovery boost (clause 15A.9(c)); it confers no pay-to-win advantage and is granted by us under a plan whose price and duration are set out in, and may be varied prospectively per, the Fee Schedule (clause 20). Premium is a presentation/visibility benefit only and is not a guarantee of views, enquiries, bookings, or any outcome (clause 15A.9(d)). Where charged, the applicable price disclosed at the point of sale governs (clause 16.9).
11.5 Custom domain (paid add-on). We may offer, as a paid add-on, the ability to connect your own domain name to your public profile page. The price and billing period are set out in, and may be varied prospectively per, the Fee Schedule (clause 20). You warrant that you own or are authorised to use the domain; you remain responsible for your domain registration and DNS, and we are not responsible for your registrar or for third-party DNS/certificate providers (clauses 14B, 5.9). The feature is provided as-is (clause 11.2) and may be unavailable in your region or until activated.
11.6 Music catalogue. A Performer may publish a music catalogue (track listings with optional cover art, preview/listen links, an external buy link, and a display price) on its public profile. This is User Content: the Performer warrants it owns or is licensed for all rights in the tracks, artwork, and metadata and that publishing them infringes no third-party right (clauses 10, 15A.1(e)), and we may moderate, unpublish, or remove any item that breaches these Terms or the Acceptable-Use Policy (including IP infringement, AUP clause 3.8). In-platform purchase of music is not currently enabled; any external buy/listen link is the Performer's own and any transaction through it is between the Performer (or its provider) and the buyer, outside this Portal (clause 14B). If and when in-platform music sales are enabled, they will be governed by the Fee Schedule and any additional terms presented at that time (clause 11.3).
12. Acceptable Use & Prohibited Conduct
12.1 Lawful use. You must use the Portal lawfully and in compliance with all Applicable Laws and the Acceptable-Use Policy.
12.2 Prohibited conduct. You must not: commit fraud, money laundering, or sanctions breaches; conduct wash, circular, or sham bookings; impersonate any person; submit false or forged documents; solicit off-Portal contact or circumvent fees (clause 9.5); initiate improper or abusive chargebacks (clause 14A); scrape, reverse-engineer, or interfere with the Portal; introduce malware; infringe IP; or post or transmit harassing, unlawful, or harmful content.
12.3 Protecting the Coin model. You must not attempt to cash out, transfer, gift, or otherwise convert Coins contrary to clause 6.
12.3A Respect & anti-harassment (zero tolerance). In any Communication or content on the Portal or our channels, you must not: use abusive, offensive, threatening, hateful, discriminatory, or harassing language; swear at, insult, intimidate, or fight with another User or our staff; engage in sexual harassment or make unsolicited sexual advances; or send disrespectful, obscene, or sexually explicit emojis, images, photographs, nude or indecent material, or any unlawful content. This applies notwithstanding that Communications run on our channels (clause 9). We operate zero tolerance for sexual, harassing, or abusive content: we may immediately warn, restrict, mute, remove the content, suspend, or terminate (clause 19), and we will preserve evidence and report unlawful content (including child-sexual-abuse material and sexual offences) to the competent authorities and law enforcement (clauses 9.10, 21).
12.4 Consequences. Breach may result in warning, content removal, suspension, termination, lawful forfeiture, set-off (clause 14D), and reporting to the authorities (clauses 19, 21).
12.5 Investigation and monitoring. We may investigate suspected breaches and monitor Communications as set out in clause 9.4.
13. Roles — Cross-References & Supplier Framing
13.1 Performer (Schedule B). A Performer lists and offers performances through us as an independent supplier engaged and paid by us; provides identity and documents; authorises use of Artwork / Likeness; is engaged per booking via Engagement Confirmations; is subject to no-show/cancellation terms; and is paid via Earnings / Payouts.
13.2 Client (Schedule C). A Client buys Coins, pays the Booking-Request Fee, uploads fulfilment proofs where required, and buys our Service (not the Performer's).
13.3 Owner / Admin. Owner and Admin are internal Operator roles with configuration and administration authority (clause 6.7).
13.4 Organisation (Schedule D). An Organisation is a trade-licensed entity that manages or represents artists, warrants its authority to do so, deals with us as principal, and is the single responsible party for the artists it lists — including their obligations, conduct, IP/likeness rights, and the accuracy of their information. Its managed artists do not hold their own accounts, are not individually our counterparty, are not individually verified by us, and do not individually accept Schedule B; they exist as Claim Profiles under the Organisation, and the Schedule B standards apply to them through the Organisation's responsibility. The Organisation is verified (trade licence, signatory, UBO). We pay the Organisation, which distributes to its artists (the split is internal to the Organisation and outside the Coin facility, clause 6.9); a managed artist may later claim their profile to migrate to a direct Performer account (Schedule B).
13.5 Performer is not the Client's counterparty. A Performer is never named as the Client's counterparty on the Client's signed instrument, and no Performer TRN appears on any Client Invoice.
13.6 Separate Performer engagement. Each Performer is engaged under a separate Operator↔Performer Engagement that the Client never sees and is never party to (Schedule B).
13.7 Earnings as a payable. Performer Earnings are a trade payable owed by us. Payout is made only to a verified account in the Performer's own name, on the settlement cycle and terms set out in Schedule B, and is not an on-demand indefinitely-held balance (clause 6.9).
14. Disclaimers
14.1 As-is / as-available. Except as expressly stated and subject to clauses 14.5 and 15, the Portal and Services are provided "as-is" and "as-available", and we disclaim all implied warranties, including merchantability, fitness for a particular purpose, uninterrupted or error-free operation, security, and the accuracy of User Content or third-party content, to the fullest extent permitted by law. This disclaimer is subordinate to, and does not reduce, our principal delivery obligation in clause 15.
14.2 All channels and Tools. These disclaimers apply to all channels (web, app, social media, any channel) and all Platform Tools, present and future.
14.3 Performance quality. We do not warrant the subjective quality of any performance beyond our obligation as principal to deliver our own Service (clause 15). Nothing in this clause negates or reduces that delivery obligation or the delivery-risk allocation in clause 7.15.
14.4 Third parties. We disclaim liability for third-party services (including WhatsApp, payment providers, and hosting) to the extent permitted by law, as further provided in clauses 14A and 14B.
14.5 Mandatory rights preserved. All disclaimers and limitations in this Agreement are expressly subject to the mandatory rights of consumers under UAE law, which cannot be excluded or limited and which prevail to the extent of any conflict.
14A. Payments & Payment Processing (PSP)
14A.1 Processing by a PSP. Coin Top-Ups and payments are processed, secured, and transmitted by a third-party Payment Service Provider (PSP). We may use one or more PSPs, and may add, change, or remove a PSP at any time, without naming any PSP in these binding terms (PSP categories appear in the Privacy Policy processor list).
14A.2 Card data / PCI. We do not store full payment-card data; card data is handled by the PSP, which is responsible for PCI-DSS compliance for the processing it performs.
14A.3 Authorisation and PSP terms. You authorise the relevant PSP to process your payment, and the PSP's own terms and privacy notice apply to that processing. We are not liable for the acts, omissions, or availability of the PSP, subject to mandatory law.
14A.4 You always deal with us. As between you and us, we are the merchant of record vis-à-vis the Client for the Services and the contracting party with the PSP. We administer transaction-related back-end matters (documents, reconciliation, and chargebacks) so that, for the Services, you always deal with us, acting with or through the PSP. Whether the PSP or another licensed provider holds the Float is an operational and regulatory matter for us and the provider; this does not change our role as the Client's contracting principal for the Service.
14A.5 Chargebacks. You agree to use our internal complaints and refund process (clause 26.1) and the cancellation-by-cause process (clause 16) before initiating any card chargeback, and not to initiate improper or abusive chargebacks. Initiating a chargeback in respect of Coins that have been consumed, or of a completed Service, otherwise than through the proper refund process, is a breach of this Agreement. We may dispute such chargebacks, suspend the Account, recover the disputed amount, and exercise set-off under clause 14D, in each case subject to your mandatory consumer rights.
14A.6 Refund to originating instrument only. Any cash refund is made only to the original payment instrument / card used for the relevant payment, and never to a different card, account, or third party. A reversal of a Top-Up itself is permitted only for an unconsumed, recently made, failed, or duplicate Top-Up.
14A.7 Payment-instrument warranty. You warrant that you are the authorised holder of, and are authorised to use, every payment instrument you use on the Portal, and that you will not use any stolen, unauthorised, fraudulent, or compromised card or payment instrument, and will not use the Portal to launder funds or process payments for any other person without authority.
14A.8 Unauthorised / fraudulent payments. Where we reasonably suspect, or are notified (including by a chargeback, fraud alert, the PSP, a bank, or a card scheme), that a Top-Up or payment was made with a stolen, unauthorised, or fraudulent instrument, we may, immediately and without prior notice (subject to your mandatory rights): (a) reverse and claw back the Coins credited from that payment and any Coins or balance derived from them; (b) freeze, suspend, void, or reverse any related Booking Request, Engagement, or Booking; (c) withhold, hold, or recover any related Payout (subject to clause 14A.10); (d) suspend or terminate the Account (clause 19); (e) recover the full amount, plus any chargeback fees, scheme fines, and reasonable costs, including by set-off (clause 14D); and (f) require additional identity verification before any further use. The person who made or authorised the unauthorised payment is liable for all resulting losses and indemnifies us (clause 18).
14A.9 Fraud controls & reporting. We may screen, hold, delay, decline, limit, or reverse any Top-Up, payment, Booking, or Payout we reasonably suspect to be fraudulent, unauthorised, or in breach of clause 14A.7, and may apply velocity and value limits and additional verification (clauses 5.4, 21). We may report suspected payment fraud or stolen-card use to the PSP, card schemes, banks, regulators, the UAE Financial Intelligence Unit, and law-enforcement authorities, and cooperate with their investigations, as permitted or required by law.
14A.10 Settlement timing & Performer protection. To manage chargeback and fraud risk, Payouts to Performers may be held until the applicable dispute / chargeback window has passed (a settlement period set out in Schedule B / the Fee Schedule). Where we have already paid a Performer who delivered the Service in good faith, and the underlying Client payment is later reversed for fraud, we (as principal) bear that loss and pursue recovery from the responsible party; we do not claw back the good-faith Performer's earnings for a Service actually delivered. A Performer who is complicit in the fraud is not protected by this clause.
14B. Third-Party Services & Providers
14B.1 Use of providers. We use, and may in the future use, third-party providers in connection with the Portal, including for payment processing, the wallet/float, hosting and infrastructure, authentication, communications and messaging (including the WhatsApp / landline API), email and marketing, analytics, and identity verification / KYC, and similar services, used now or in the future. These third parties act as our service providers / processors.
14B.2 Generic only. No provider is named in these binding terms. The categories of processors and a maintainable named sub-processor list are set out in the Privacy Policy, which may be updated without amending this Agreement.
14B.3 Providers' own terms. Your use of the Portal may be subject to those providers' own terms and privacy policies, and you agree to comply with them where they apply to you.
14B.4 Add / change / remove. We may add, change, or remove providers at any time.
14B.5 No liability. We are not liable for third-party services, to the fullest extent permitted by law and subject to clause 14.5.
14C. Limitation of Liability
14C.1 Exclusion of indirect loss. To the fullest extent permitted by law, and subject to clause 14C.3, we are not liable for any indirect, incidental, special, consequential, or punitive loss, or for any loss of profit, revenue, goodwill, opportunity, or data, however arising.
14C.2 Aggregate cap. To the fullest extent permitted by law, and subject to clause 14C.3, our total aggregate liability to you arising out of or in connection with this Agreement and your use of the Portal is limited to the total amount you paid to us (whether by Top-Up or fees) in respect of the matter giving rise to the claim in the twelve (12) months preceding the event giving rise to the claim.
14C.3 Mandatory carve-out. Nothing in clauses 14, 14A, 14B, or this clause 14C excludes or limits: (a) any liability that cannot be excluded or limited under UAE law, including mandatory consumer rights and the cause-based cash-refund rights in clause 16; (b) our principal delivery obligation in clause 15; or (c) liability for death or personal injury caused by our negligence, or for our fraud, in each case to the extent UAE law does not permit its exclusion.
14D. Set-Off & Recovery
14D.1 Set-off. We may set off and recover any amount you owe us (including a chargeback we have honoured, a fraud or anti-circumvention loss, a fee, or an over-credited amount) against any amount we hold for you or owe you, including a Performer's or Organisation's Earnings or a Client's Coin balance, subject to your mandatory consumer rights and to applicable law.
14D.2 Recovery. Where set-off is not available or is insufficient, you remain liable to us for the balance, and we may pursue recovery and report the matter where required.
15. Principal Delivery Obligation & Risk
15.1 Principal undertaking. We undertake, as principal, to deliver our own booking and event Service.
15.2 Delivery risk and disputes. We bear delivery risk and own Client disputes. The Client's remedy for non-delivery is against us.
15.3 Independent pricing. We set the Client price independently. What we pay a Performer is a separate supplier term, is set independently, is not a transparent pass-through of the Client's payment, and is not presented to the Client as "fee minus commission".
15.4 No self-defeating carve-out. There is no clause disclaiming our responsibility for the delivery of our own Service; this clause is consistent with clauses 7.15, 14.1, and 14.3, each of which is subordinate to this delivery undertaking.
15.5 Scope of our Service — what is included. Our "Service" comprises (a) making the Portal available, and (b) as principal, procuring the Performer to perform the booked engagement and delivering that booked performance to the Client through to its completion, together with the related payment, invoicing, payout, and refund administration. Our delivery obligation under clause 15.1 is limited to that booked performance Service and is discharged on completion of the booked performance.
15.6 Boundary — what we are NOT responsible for. We are not the event organiser, producer, or promoter — the Client (or the relevant host) is the organiser of, and is responsible for, the event. Save for our delivery obligation in clause 15.1, we give no warranty as to and are not responsible for: the venue, its suitability, access, or condition; event production, logistics, staging, sound, equipment, staffing, or security; health, safety, and crowd management; permits, licences, or regulatory approvals (clause 10.8); travel, accommodation, visas, or entry/work permits for any person (the Client arranges these — clauses 7.13, 8); the audience, attendance, ticketing, or the commercial success of the event; or anything occurring at, around, before, or after the event beyond delivery of the booked performance. Anything arranged or done off-Portal is outside our responsibility entirely (clause 9.5). This boundary is subject to the mandatory rights of consumers (clause 14.5) and does not reduce our delivery obligation in clause 15.1.
15A. Warranties, Guarantees, Quality Assurance & Transparency
15A.1 Mutual warranties. Each User represents, warrants, and undertakes, on acceptance and on a continuing basis, that: (a) it has the capacity and authority to enter into and perform this Agreement, and authority to bind any entity it represents; (b) it meets the eligibility requirements in clause 2.3 (including being at least 18); (c) all information and documents it provides are true, accurate, current, complete, and not misleading, and it will keep them up to date; (d) it will use the Portal and perform its obligations lawfully and in compliance with all Applicable Laws; and (e) its access, User Content, and conduct do not and will not infringe any third-party right or breach any law.
15A.2 Role-specific warranties. Each User additionally gives the warranties for its role: the Performer (Schedule B) — authority over and ownership of or licence to its performance and material, accuracy of its Availability Calendar, and performance of each Engagement to the agreed specification; the Client (Schedule C) — payment-instrument authority (clause 14A.7) and the venue, venue-name, copyright/performance-licence, and permit warranties (clause 10.8); the Organisation (Schedule D) — authority for, and the rights of, its managed Performers.
15A.3 What we guarantee. We guarantee that we will, as principal, deliver the booked Service through to completion in accordance with clause 15, and that we will honour all mandatory guarantees and rights that UAE consumer-protection law confers on you and that cannot be excluded (clauses 14.5, 16). Where a delivered Service does not conform to what was booked, your remedies are in clause 16 (including a cash refund for Seller-Side Failure).
15A.4 What we do NOT guarantee. Except as stated in clause 15A.3 and to the fullest extent permitted by law, we do not guarantee: the subjective quality, artistic merit, or taste of any performance beyond conformity with the booked specification; the success, attendance, profitability, or outcome of any event or Purpose; that any Performer will accept a Booking Request or reply within the 24-Hour Window; uninterrupted, secure, or error-free operation; or the acts, omissions, or availability of any third party (clauses 14, 14A, 14B). These exclusions are subject to clause 14.5.
15A.5 How we assure quality. We assure the quality and integrity of the Service through, among other measures: (a) verification of Performers and the requirement to be identity-verified and document-complete before being listed or bookable (clauses 5.4–5.5); (b) defining the deliverable in the Engagement Confirmation, so quality is measured against the agreed specification (set, timing, rider, Purpose) rather than subjective taste; (c) ratings, reviews, and feedback mechanisms where provided; (d) a complaints, dispute, and resolution process (clause 26) and the cancellation-by-cause remedies (clause 16); (e) our principal delivery obligation (clause 15); and (f) enforcement against misuse and poor conduct (clauses 12, 19). These are operational measures and commitments, not additional guarantees beyond clauses 15 and 15A.3, and do not enlarge our liability beyond clause 14C.
15A.6 Transparency. We operate transparently: (a) prices, the Booking-Request Fee, and applicable charges are shown before you commit, and all restrictive terms are disclosed and accepted pre-purchase (clause 16.9); (b) every transaction generates a numbered, sequenced, timestamped document (receipt, invoice, Engagement, credit note) available to the relevant party; (c) Communications run on recorded company channels, providing a transparent, auditable record for fairness and dispute resolution (clause 9.4); and (d) the Performer sees its own fee and the Client sees the Client price, each consistent with the principal model (clauses 6.10, 15.3). This transparency operates without requiring us to disclose our margins, our commercial terms with suppliers or providers, or any confidential or security information.
15A.7 Continuing & breach. These warranties are repeated each time you use the Portal, make a Booking Request, list, or form an Engagement. A breach is a material breach (clauses 18, 19).
15A.8 Reputation indicator & star ratings (no free-text reviews). We may operate (a) a reputation / demand indicator (a "trust" indicator) and (b) a simple star rating, to help assure quality and inform Users. We do not operate free-text public reviews. You acknowledge that: (i) the reputation / demand indicator is our own calculation (from factors such as completed bookings, delivery, response times, ratings, and disputes), which we may calculate, weight, display, change, suspend, and recalibrate, and it is indicative only and is not a guarantee of any Performer, outcome, or future demand; (ii) any star ratings submitted by Users are the raters' own opinions, not statements by us, and the rater is responsible for them (clauses 10.4, 18); (iii) you must rate honestly and lawfully and must not manipulate, inflate, trade, or game ratings or the indicator (clause 12); and (iv) we may moderate, withhold, reset, or remove ratings or indicator entries that breach these Terms or the Acceptable-Use Policy, and we are not liable for the indicator or for any User's rating (clauses 14, 14C). Any payout benefits tied to a Performer's reputation or track record (e.g. faster or instant payout for trusted Performers) are set out in Schedule B and the Fee Schedule.
15A.9 Discovery, search ordering & fair exposure. Where the Portal lists, searches, or ranks profiles (the directory and feed), the order of results is our own calculation and is indicative, not a recommendation or endorsement. (a) Signals. Ordering is based on factors such as how well a profile matches your search and filters, location used as a signal (to surface nearby talent — it does not hide or exclude anyone outside a location), the reputation/quality factors in clause 15A.8 (such as ratings, completed bookings, and profile completeness), and a fair-exposure mechanism. (b) Fair chance. The fair-exposure mechanism gives under-shown profiles and newly created profiles a guaranteed exposure window and rotates results over time, so visibility is not permanently captured by a few profiles; it can only add exposure and never demotes a profile below where its match and quality alone would place it. (c) Promoted/premium placement. A premium (paid/cosmetic) status (clause 5.9) may give a small, capped placement boost that is clearly labelled as promoted at the point of display and is capped so it can never override the fair-chance mechanism or outrank a stronger profile — there is no pay-to-win, and premium status is granted by us, not bought to manipulate ranking. (d) No guarantee; no gaming. Ordering is indicative only and is not a guarantee of views, enquiries, bookings, or outcome; you must not manipulate, inflate, or game discovery (including by artificially generating views/impressions of your own or another profile) (clause 12), and we may change, weight, suspend, recalibrate, or correct the mechanism, and moderate or remove entries that breach these Terms or the Acceptable-Use Policy. We disclose the categories of signals without disclosing the exact formula, weights, or other confidential or security information (clause 15A.6). How we process the data behind discovery (including impression and location-signal data) is described in the Privacy Policy.
15B. Allocation of Responsibility Between Users (back-to-back) — Platform Protection
15B.1 Separate contracts; no privity between Users. We contract as principal separately with the Client (who issues a proposal/Booking Request to us for our Service) and with the Performer (whom we engage as our supplier, and who sets their fee in the Performer↔us Engagement). The Client and the Performer are not in contract with each other, and neither is a third-party beneficiary of our agreement with the other. The negotiation chat (clause 9) is to confirm fit and standards only and creates no contract between the Users.
15B.2 Back-to-back performance and payment. We deliver the Service to the Client through the Performer's engagement. Our obligation to pay the Performer arises only in respect of a Booking that the Client has duly funded and that the Performer has duly performed under the Engagement. Our obligation to deliver to the Client is discharged by procuring the Performer's performance (clauses 15, 15.5).
15B.3 Client default — Performer's recourse is limited. If the Client fails to fund, cancels, no-shows, or otherwise defaults, our obligations to the Performer are suspended or reduced accordingly, and the Performer's recourse in respect of the Client's conduct is against us only to the extent we have actually received cleared, funded payment for that Booking, and not otherwise. The Performer has no claim against us, and we have no liability to the Performer, for the Client's acts, omissions, or default beyond that funded amount.
15B.4 Performer default — Client's remedy is limited. If the Performer fails, no-shows, under-performs, or otherwise defaults, the Client's remedy is the cause-based refund in clause 16 together with the Client's mandatory consumer rights, and not any indirect, consequential, or third-party loss (clause 14C). The Performer indemnifies us for its default, and we may recover our resulting losses from the Performer.
15B.5 Each User bears its own default. Each User is responsible for, and indemnifies us (clause 18) against, the consequences of its own breach, no-show, cancellation, or default. We are not liable to either User for the acts, omissions, or default of the other User, save only for our delivery obligation (clause 15) and the Client's mandatory consumer remedies (clauses 14.5, 16). The same back-to-back allocation is restated in Schedule B (Performer) and Schedule C (Client) and in each Engagement, so it binds on both sides.
15B.6 Our responsibility is bounded. Although we contract as principal with each of the Client and the Performer, our responsibility to each is limited to our defined obligations and remedies in these Terms, the applicable Schedule, and the Engagement; it is not a guarantee of, or open-ended liability for, the other User's performance.
16. Fees, Refunds & Cancellation-by-Cause
16.1 Fees. Fees, including the Booking-Request Fee, are owner-configurable and set out in the Fee Schedule incorporated by reference (clause 6.7).
16.2 Cancellation Cause. Every cancellation is classified by Cancellation Cause: SELLER_NONDELIVERY, SELLER_CANCEL, SERVICE_FAULTY, BUYER_CHANGE_OF_MIND, or COOLING_OFF.
16.3 Seller-Side Failure and Cooling-Off → cash refund. Where the Cause is SELLER_NONDELIVERY, SELLER_CANCEL, or SERVICE_FAULTY (each a Seller-Side Failure), or where a statutory Cooling-Off right applies, you are entitled to a cash refund of the AED you actually paid, to the original payment instrument (clause 14A.6), together with a VAT Credit Note. This right is mandatory under the UAE Consumer Protection Law and cannot be excluded. A re-spendable credit is not a substitute for this money refund where this clause applies.
16.4 Buyer Change-of-Mind → credit or forfeit. Where the Cause is BUYER_CHANGE_OF_MIND (a voluntary cancellation outside any Cooling-Off right), the remedy is credit or forfeiture per the disclosed schedule. This is the only circumstance in which the credit-only / non-cash rule in clause 6.3 applies.
16.5 Refund quantum and waterfall. A cash refund returns the AED actually paid (including any VAT element actually paid, reflected on a VAT Credit Note under clause 17), never the face value of bonus Coins. The refund waterfall is: cash-backed (paid) Coins → cash to the original instrument on Seller-Side Failure or Cooling-Off; bonus Coins → credit or forfeiture. Mixed-tender bookings are refunded according to this waterfall.
16.6 Statutory rights preserved. Nothing in the Coin terms limits your mandatory rights under the UAE Consumer Protection Law. To the extent of any conflict, this clause 16 prevails over clause 6.3 for Seller-Side Failure and Cooling-Off (see also clause 0.6).
16.7 Timeline. Cash refunds are made within the period required by UAE consumer-protection law and, in any event, without undue delay, and in any event within the applicable statutory period of the refund becoming due.
16.8 Cooling-off scope. A statutory Cooling-Off right applies only where and to the extent UAE law provides one, which may be excluded for dated event bookings and certain time-specific services. We reserve our position accordingly.
16.9 Pre-purchase disclosure. All restrictive terms (no cash refund for Buyer Change-of-Mind, any expiry, and any forfeiture or cancellation-fee schedule) are disclosed and affirmatively accepted at Top-Up and re-surfaced at booking. Consent is logged, timestamped, and versioned. These terms are available in Arabic, which prevails for UAE consumers.
16.10 Forfeiture / cancellation-fee schedule. Any forfeiture or cancellation fee is proportionate to genuine cost and is disclosed in advance.
16.11 No-show / Force Majeure. On non-delivery (including Performer no-show or Force Majeure preventing delivery), the Client receives a cash refund of the AED paid; our recovery from the Performer is a separate supplier matter borne by us, not the Client.
16.12 Sham / wash bookings. A booking found to be a sham, wash, circular, or otherwise fraudulent transaction (clauses 12.2, 21.4) is void, confers no consumer cash-refund right under this clause 16, and is dealt with under clauses 19, 21, and 14D, including possible forfeiture, recovery, and reporting.
17. Taxes & VAT (principal)
17.1 Output VAT on the full price. As principal, we account for output VAT on the full Client price, not on a commission.
17.2 Client Invoice. The Client tax Invoice names us as supplier (our TRN) and shows the full price plus our VAT. No Performer TRN, and no seller pass-through VAT line, appears on it.
17.3 Performer fee as input cost. A Performer's fee is our input cost. The Performer invoices us (or we self-bill). Input-VAT recovery applies only where the Performer is UAE VAT-registered and provides a valid tax invoice.
17.4 Coin voucher tax point. The VAT tax point for Coins (as a single-purpose voucher / prepayment for our own Service) is treated in accordance with the UAE VAT Law.
17.5 Inclusive/exclusive of VAT. Whether prices are stated inclusive or exclusive of VAT is shown at the point of sale, and is reconciled with the refund quantum in clause 16.5. You are responsible for any of your own taxes outside our VAT.
17.6 Breakage / forfeiture VAT. The VAT treatment of forfeited paid credit is applied in accordance with the UAE VAT Law.
17.7 Cross-border / non-resident Users. The VAT place-of-supply treatment for non-resident Clients, and for events held outside the UAE, may differ (including possible zero-rating or out-of-scope treatment), and the AED/VAT statements in clauses 6 and 17 are expressly subject to that cross-border carve-out.
17.8 Automatic documents. Receipts and Invoices are generated automatically on the amounts in force (clause 6.7).
18. Indemnity
18.1 Indemnity. You will indemnify and hold harmless the Operator and its Partners / Providers / Sponsors and other relevant third parties against claims, losses, and costs to the extent arising from: your breach of this Agreement; your User Content or any IP infringement; false or forged documents; unlawful use; breach of the anti-circumvention terms; improper chargebacks; or your tax or regulatory violations.
18.2 Scope and limits. We may control the defence of any indemnified claim and will give you reasonable notice. This indemnity: (a) does not extend to loss caused by our own breach, negligence, or wilful default, and is reduced to the extent we or our personnel caused or contributed to the loss (proportionate-fault carve-back); (b) is subject to the limits of mandatory law, including UAE mandatory consumer rights; and (c) as against a consumer User, applies only to the extent permitted by mandatory consumer law (indemnities of this kind are intended principally to bind business Users and Organisations).
19. Suspension & Termination
19.1 Termination by you. You may close your Account. On closure, outstanding bookings and balances are settled in accordance with this Agreement (including your mandatory refund rights in clause 16).
19.2 Suspension / termination by us. We may suspend or terminate your Account or access, including without notice for cause or risk, where there is: breach of this Agreement; suspected fraud, AML/sanctions risk, or anti-circumvention; false or forged documents; an improper chargeback; a legal or regulatory requirement; or a threat to the Portal or other Users.
19.3 Effect of suspension on balances. Suspension does not of itself forfeit any Coin balance, Earnings, or accrued refund right. During suspension, pending Bookings may be paused and Top-Ups, Payouts, and new Bookings may be withheld pending review. Suspension is not used as a substitute for the lawful forfeiture gate in clause 19.6, and you may seek to cure the issue or appeal it through the contact channels in clauses 9.7 and 28.8. Where a suspension is resolved in your favour, paused balances and Bookings are restored or settled in accordance with this Agreement.
19.4 Effect of termination. On termination, your licence ends; Coins and Earnings are treated in accordance with this Agreement and your mandatory refund rights (clause 16); and clauses that by their nature survive (including IP, indemnity, disclaimers and liability limits, set-off, AML record-keeping, tax records, and governing law) continue (clause 28.7).
19.5 Closure with a balance. If a Client closes or terminates an Account holding unspent paid Coins where no Seller-Side Failure or Cooling-Off right applies, the no-cash-out rule in clause 6.3 means those Coins are not cashed out; they remain available as credit for our Services for so long as permitted, subject to any lawful, pre-disclosed treatment and to your mandatory consumer rights. We will not force a cash-out, and we will not forfeit paid Coins except where forfeiture is lawful and disclosed under clause 19.6.
19.6 Forfeiture. Forfeiture applies only where lawful and disclosed and is not used to defeat a mandatory refund.
19.7 Reporting. We report to the authorities where required (clause 21).
20. Change of Terms
20.1 Right to amend. We may amend this Agreement, the Schedules, the incorporated policies, and the fees (which are owner-configurable).
20.2 Notice. We give notice of changes by in-Portal message or email, stating the effective date. For material changes (including changes to price, fees, refund rights, or other terms affecting your rights), we give advance notice of the applicable statutory period before the change takes effect.
20.3 Continued use = acceptance; material changes. Your continued use of the Portal after the effective date constitutes acceptance of the change. For material changes, and wherever mandatory consumer law so requires, the change applies to you only on advance notice and, where law requires, your affirmative acceptance. If you reject a material change, you may close your Account, and your balances and pending Bookings are then treated under clauses 16 and 19. Changes to fees and terms apply prospectively only; the terms in force and disclosed at the point of sale govern an existing Booking (clause 6.7).
20.4 Versioning. Accepted versions are versioned, timestamped, and archived.
21. AML / CFT, Sanctions & Source of Funds
21.1 AML/CFT in substance. We apply AML/CFT controls in substance, independently of any stored-value exemption, in line with the UAE AML/CFT law. Our formal obligated-entity status under that law (including any registration requirement) is reserved and is to be determined with counsel; the controls in this clause apply in substance regardless.
21.2 KYC / CDD and source of funds. We carry out tiered KYC/CDD on both sides before money moves, with enhanced due diligence and source-of-funds enquiry on larger Top-Ups (thresholds and tiers per the AML/CFT & Source-of-Funds Policy). You must cooperate and provide requested evidence of identity and source of funds; refusal or failure to provide it may result in the Top-Up, Booking, or Payout being withheld, and in suspension or freeze under clause 21.6.
21.3 Sanctions / PEP screening. We screen for sanctions and PEP status at onboarding and before any Payout. A blocking hit stops the Top-Up or Payout.
21.4 Monitoring. We monitor transactions for structuring, velocity, circular or wash bookings, and Top-Up-then-immediate-Payout patterns, escalating to human review and, where required, a suspicious-transaction report. Transactions found to be sham or wash are dealt with under clause 16.12.
21.5 Payout controls. Payout is made only to a verified account in the Performer's own name. We do not pay third-party or name-mismatched accounts, and we do not refund to a card other than the originating card (clause 14A.6).
21.6 Records and freezes. We retain records on a tamper-evident basis for five (5) years, may request information, and may freeze or suspend activity pending review.
21.7 Compliance owner. A named compliance owner (MLRO-equivalent) is responsible for our AML/CFT programme, as described in the AML/CFT & Source-of-Funds Policy.
21.8 Cooperation and reporting. We cooperate with the UAE authorities and the Financial Intelligence Unit. Our AML obligations — including any goAML registration and suspicious-transaction reporting — apply to the extent required by UAE AML/CFT law as determined with counsel, and are applied in substance in the meantime. The AML/CFT & Source-of-Funds Policy is incorporated into and binding under this Agreement (clause 29.4).
22. Data Protection & Privacy
22.1 Privacy Policy. Our processing of your personal data is governed by the Roster+ Privacy Policy, incorporated into this Agreement, which includes the categories of processors / recipients and the maintainable named sub-processor list referred to in clause 14B.
22.2 PDPL alignment. We process personal data in line with the UAE Personal Data Protection Law, including the lawful bases for monitoring and recording (clause 9.4), for KYC (clause 21), and for the purpose-limited disclosure of Performer documents (clause 8.2).
22.3 Scope of processing. The Privacy Policy describes the categories of data, purposes (identity, bookings, purpose-limited document delivery, safety, dispute resolution, fraud/AML, and consent-based marketing), retention, your rights, and cross-border transfers (relevant to international Users — clause 27).
22.4 Consents. Your consents to electronic Communications and to monitoring are as set out in clause 9, and the per-Booking consent to Performer-document disclosure is as set out in clause 8.2.
23. Force Majeure
23.1 Force Majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control ("Force Majeure"), and affected obligations are suspended for the duration. Where Force Majeure prevents delivery of a booked Service, the Client's mandatory refund rights in clause 16 (including a cash refund on non-delivery — clause 16.11) are unaffected.
24. E-Signature, E-Acceptance & Sub-Agreement Mechanics
24.1 Validity. Electronic signatures and electronic acceptance are valid and enforceable under the UAE Electronic Transactions & Trust Services Law.
24.2 Mechanics. Click-acceptance is recorded, sequenced, timestamped, and versioned. You accept one master at registration; each later instrument is a numbered sub-agreement that expressly incorporates, and is subordinate to, this Part A (clause 0.4(c)).
24.3 Decoupled signing. The Client's booking instrument is signed on the Client's signature alone (our counter-acceptance is a system act). The Performer signs a separate Engagement. There is no shared signature ceremony between Client and Performer.
24.4 Engagement Confirmation. The per-booking Engagement Confirmation template is referenced here; its detailed mechanics are settled at the per-booking step.
25. Governing Law & Compliance
25.1 Governing law. This Agreement is governed by the laws of the United Arab Emirates as applied in the Emirate of Dubai.
25.2 Applicable Laws. Without inventing or relying on specific article numbers, and subject to confirmation by UAE-licensed counsel, the laws and regulations that apply include, generally: the UAE Personal Data Protection Law; the UAE Consumer Protection Law; the UAE Electronic Transactions & Trust Services Law; the UAE Value Added Tax Law; the CBUAE Stored Value Facilities Regulation and the CBUAE Retail Payment Services and Card Schemes Regulation; and the UAE Anti-Money-Laundering and Counter-Terrorist-Financing Law. The precise legislative and regulatory references, designations, and numbering are subject to confirmation by UAE-licensed counsel.
25.3 Single-purpose / principal positioning. Coins buy our own Services; we act as principal and as merchant of record vis-à-vis the Client for those Services (clause 1.4). This characterisation is consistent across this Agreement, the Schedules, the Invoices, and our marketing, reflecting the substance of the arrangement.
25.4 Interpretation rule — principal story. Any word, label, or reference in this Agreement, any Schedule, any sub-agreement, the Portal interface, or our communications that could be read as implying agency, brokerage, marketplace, or commission is to be read consistently with our principal and merchant-of-record status under clause 1.4 and with the single-purpose nature of Coins under clause 6.1, and does not create any agency, marketplace, or commission relationship.
26. Dispute Resolution
26.1 Good-faith resolution. Before any formal proceedings, the parties will first attempt to resolve any dispute in good faith through our internal complaints process.
26.2 Jurisdiction. Disputes are subject to the courts of Dubai, UAE.
26.3 Consumer remedies preserved. A consumer's mandatory access to UAE consumer-protection remedies is preserved and cannot be ousted by this clause. A consumer may also escalate a complaint to the competent UAE consumer-protection authority (including the Ministry of Economy), and nothing in these Terms removes that right.
26.4 Procedure. Any limitation period applies as provided by UAE law. The language of proceedings and any representative-action limits are as permitted by UAE law.
27. International Users
27.1 Multi-nationality. The Portal serves Users of many nationalities.
27.2 Local compliance. You are responsible for complying with the laws of your own jurisdiction. UAE law governs this Agreement regardless of your location.
27.3 Cross-border data and tax. You consent to cross-border transfer of your personal data as described in the Privacy Policy (clause 22).
27.4 Currency. Coins, refunds, and Payouts are denominated in AED. Any foreign-exchange cost or conversion is your responsibility. The AED and VAT statements in clauses 6 and 17 are subject to the cross-border carve-out in clause 17.7 for non-UAE Users.
28. General / Boilerplate
28.1 Entire agreement. This umbrella, the role Schedules, the incorporated policies, and the per-booking sub-agreements together form the entire agreement between you and us regarding the Portal, and supersede prior understandings.
28.2 Severability. If any provision is held invalid or unenforceable, the remainder continues in effect, and the invalid provision is modified to the minimum extent necessary.
28.3 Assignment. We may assign or transfer this Agreement, provided that any assignment does not reduce your accrued rights or mandatory consumer protections. You may not assign without our prior written consent.
28.4 No waiver; third parties. No failure to enforce is a waiver. There are no third-party beneficiary rights except as reserved for Partners / Providers / Sponsors under clause 1.5.
28.5 Relationship of parties. We act as principal; Performers are independent suppliers; nothing creates an agency, partnership, joint venture, or employment relationship with any User.
28.6 Confidentiality. Each party must keep Confidential Information confidential, use it only for the purposes of this Agreement and the Portal, and not disclose it except as permitted by this Agreement, the Privacy Policy, or law. Booking terms, pricing, negotiation content, and platform data are Confidential Information. This clause does not restrict our use of data as described in clauses 8.2, 9, 10, and 22, nor a Client's purpose-limited use of Performer documents under clause 8.2, and survives termination.
28.7 Survival. Clauses that by their nature survive termination continue after termination, including clauses 6.3, 9.4 (and the resulting records), 10, 12, 14, 14A, 14B, 14C, 14D, 16 (to the extent of accrued rights), 17 (and tax records), 18, 19.3–19.6, 21 (including the five-year records obligation), 22, 23, 25, 26, 28, and 29.
28.8 Interpretation. Headings are for convenience only. The singular includes the plural and vice versa. "Including" means "including without limitation".
28.9 Contact. Legal notices and complaints may be sent to us at the registered address in clause 1.2, the contact email [email protected], or any designated contact channel published on the Portal.
29. Schedules / Incorporated Documents
29.1 Schedule B — Performer Engagement Terms. 29.2 Schedule C — Client Terms. 29.3 Schedule D — Organisation / Management Terms. 29.4 Incorporated policies. Privacy Policy (including the processor / sub-processor list referenced in clause 14B); Refund & Cancellation Policy; Acceptable-Use Policy; AML/CFT & Source-of-Funds Policy; Fee Schedule (owner-configurable). Each is incorporated into and binding under this Agreement. 29.5 Engagement Confirmation. The per-booking Engagement Confirmation sub-agreement template is referenced under this umbrella; its per-booking mechanics are settled at the per-booking step, and each Engagement Confirmation incorporates and is subordinate to this Part A.
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