1. Agreement to these terms
By creating a trial, signing an order form, accessing a workspace or otherwise using Mercato (together with related implementation and support, the “Services”), you agree to these Terms of Service and to any order form, subscription confirmation or written agreement that refers to them. The same applies to your use of the reosoft.ai website (the “Website”). “ReoSoft”, “we” and “us” mean ReoSoft, Dubai, United Arab Emirates; “you” and “Customer” mean the business that uses the Services.
If you act for a company, you confirm that you are authorised to bind it to these terms. The Services are offered to businesses, not consumers.
These public terms are meant to work together with an order form for paying customers. Larger customers may sign a separate master agreement; if it conflicts with these terms, the signed agreement prevails.
2. The Services
Mercato is a cloud platform for managing shopping malls and retail centres. Depending on the plan and modules in your order form, it covers leasing, turnover rent and retailer sales declarations, service charges, collections and cheques, accounting and VAT, mall operations and a retailer portal, with optional visitor marketing and an optional AI assistant. We provide the Services with reasonable skill and care and may improve or change them over time, provided we do not materially reduce the functionality you have subscribed to during a paid term.
Service levels and support hours are described in the SLA and support terms.
3. Accounts and users
You are responsible for the accuracy of the information you give during signup, onboarding and workspace set-up, and for all activity under your company workspace and user accounts. You agree to:
- keep credentials confidential, and use two-factor authentication, passkeys or single sign-on where available;
- give each user only the roles and property access their work requires;
- remove access promptly when people leave; and
- tell us without delay if you suspect unauthorised access.
4. Trials, subscriptions and payment
We may offer a trial or pilot workspace. Trial access may be limited, suspended or ended if the workspace is misused, was set up with inaccurate information, or creates a security or operational risk.
Paid subscriptions, prices, modules, unit and user limits, billing cycles, taxes, renewal terms and implementation services are set out in an order form or subscription confirmation. Fees are exclusive of VAT and other applicable taxes, which you pay in addition. Subscription billing may be handled by Stripe or by invoice, as the order form states.
Unless agreed otherwise in writing, fees are non-refundable once a paid subscription period or implementation service has started. If an invoice is overdue we may, after notice, suspend access until it is paid.
5. Acceptable use
You may use the Services only for lawful business purposes. You must not reverse engineer the platform, try to bypass its security or the isolation between companies, misuse APIs, upload malicious content, send unsolicited messages or use the Services to infringe third-party rights. Further rules are in the Acceptable Use Policy.
You are responsible for your own compliance when you use the Services to contact retailers, tenants or visitors, including obtaining the consents that visitor marketing, e-mail, SMS and WhatsApp messaging require.
6. Customer data and privacy
Your company owns the business data it enters or uploads into the Services (“Customer Data”) and is the controller of any personal data in it. ReoSoft acts as processor and handles personal data under the Data Processing Agreement, which forms part of these terms. We process Customer Data only to provide the Services, to follow your instructions and to meet legal obligations.
Our handling of personal data for which we are the controller is described in the Privacy Policy. You can export Customer Data through the platform’s export tools at any time during your subscription.
7. Intellectual property
ReoSoft and its licensors keep all rights in the software, platform, code, design, workflows, documentation, templates and related intellectual property. During your subscription we grant you a limited, non-exclusive, non-transferable right to use the Services for your internal business operations. You grant us the limited right to host and process Customer Data to provide the Services. If you give us feedback, we may use it to improve the Services without obligation to you.
8. Optional features and AI
Some features are optional and switched on by you. When you enable them, the sub-processors named in the Privacy Policy and the Data Processing Agreement process the data the feature needs.
- Ask Mercato answers questions using read-only queries on your own records, through Anthropic. It follows the permissions of the signed-in user. AI output can be incomplete or wrong, so review it before relying on it or acting on it.
- Messaging through WhatsApp Business or SMS is subject to the rules of those providers and to your own sender and consent obligations.
- Visitor marketing through POS receipts and guest Wi-Fi collects personal data only with the visitor’s consent, which you are responsible for obtaining and recording.
9. No professional advice
Mercato provides software tools, workflows, calculations and reports, including turnover-rent, service-charge, VAT and tax-return calculations. It does not replace professional legal, tax, accounting, audit or regulatory advice. You are responsible for configuring rates and rules correctly for your contracts and jurisdiction and for reviewing outputs before relying on them or filing them with an authority.
10. Warranties and liability
Except where a written agreement states otherwise, the Services are provided on an “as is” and “as available” basis. We do not guarantee that the Services will be uninterrupted, error-free or suitable for every business process; any service commitment is limited to what the SLA states.
To the maximum extent permitted by law, ReoSoft’s total liability for claims relating to the Services is limited to the fees paid for the affected service during the period stated in the applicable order form or, if there is no order form, during the previous three months. ReoSoft is not liable for indirect or consequential loss, or for loss of profit, revenue or goodwill. Nothing in these terms limits liability that cannot be limited by law.
11. Suspension, termination and data export
We may suspend access for non-payment, security risk, unlawful use or material breach. Either party may terminate according to the applicable order form or written agreement, and either may terminate for the other’s material breach that remains unremedied after reasonable written notice.
After termination, Customer Data remains available for export for a limited period, unless prohibited by law, security requirements or unpaid obligations. After that period we delete or anonymise it as the Data Processing Agreement describes, subject to backup cycles and to records we must keep by law.
12. Governing law and disputes
These terms are governed by the laws of the United Arab Emirates as applied in the Emirate of Dubai. The parties will first try to resolve any dispute in good faith. Failing that, the courts of Dubai have exclusive jurisdiction, unless a signed agreement states otherwise.
13. Changes and contact
We may update these terms. For existing customers, material changes take effect after at least 30 days’ notice by e-mail or in the platform, and do not alter a paid term already agreed in an order form. Continued use after the effective date means you accept the update.
Questions about these terms: info@reosoft.ai. Our company details are in the legal notice.