Terms of Service

These Terms of Service ("Terms") govern your access to and use of the Tabadal platform, operated by Tabadal FZ LLC ("Tabadal", "we", "us"). By registering as a Member or accessing the Platform, you agree to be bound by these Terms in full. If you do not agree, do not use the Platform.

These Terms constitute a legally binding agreement under UAE law. Please read them carefully before proceeding.

01 Definitions

In these Terms, the following words have the meanings set out below:

02 Eligibility

To register as a Member, you must meet all of the following requirements:

• Valid UAE trade license: Your business must hold a current, valid trade license issued by the Dubai Department of Economy and Tourism (DED) or a recognised UAE free zone authority. Trade licenses must be in good standing and not expired, suspended, or under regulatory investigation.
• Authorised signatory: The individual registering on behalf of the business must be an authorised signatory of that business entity and must be 18 years of age or older.
• One account per entity: Each business entity is permitted one (1) Member account. Creating multiple accounts for the same legal entity, or using an account on behalf of multiple entities, is a breach of these Terms.
• Legal capacity: By registering, you represent and warrant that neither you nor your business is subject to sanctions, trade restrictions, or regulatory prohibitions that would prevent you from lawfully engaging in barter transactions in the UAE.

Tabadal reserves the right to decline any registration at its sole discretion, without obligation to provide reasons.

03 Verification

Trade license verification is a mandatory condition of membership. By submitting your trade license details, you:

• Consent to Tabadal verifying your trade license against DED or free zone authority records;
• Confirm that the information provided is accurate, complete, and up to date;
• Agree to notify Tabadal promptly of any changes to your trade license status (renewal, cancellation, suspension, change of activity).

Re-verification: Tabadal reserves the right to re-verify your trade license at any time, including at the annual renewal of your membership. Failure to provide re-verification documentation within 14 days of a request may result in account suspension.

04 What Tabadal does

Tabadal is a marketplace platform. Specifically, Tabadal:

• Facilitates introductions between Verified Members with complementary service offerings;
• Generates deal documentation including Deal Agreements and completion records;
• Auto-produces VAT invoice templates for both parties to a confirmed Deal, based on the agreed Barter Value and Member TRN data;
• Provides a platform for deal management including messaging, deal confirmation, delivery tracking, and review submission.

Tabadal expressly does NOT:

• Guarantee any deal outcome, including that either party will deliver the agreed services;
• Warrant the quality, fitness for purpose, or completeness of services exchanged between Members;
• Act as a party to any Exchange — all Trades are direct agreements between the relevant Members;
• File VAT returns on behalf of Members — VAT invoice templates are provided as a convenience only;
• Provide legal, tax, or financial advice — Members should seek independent professional advice.

05 Deal mechanics

The following rules govern the creation and management of Deals on the Platform:

• Dual confirmation required: A Deal is not active until both parties have confirmed the terms on the Platform. Unilateral confirmation does not create a binding Deal.
• Written Deal Agreement for large deals: A signed Deal Agreement (generated by the Platform and executed by authorised signatories of both parties) is required for all Deals with an agreed Barter Value of AED 10,000 or more. Deals above this threshold will not be marked as active until the signed agreement is uploaded.
• VAT invoice templates: Upon Deal confirmation, Tabadal automatically generates VAT invoice templates for both parties. Each invoice reflects the relevant party's supply — the service they are providing — at the agreed Barter Value. Members are responsible for reviewing, finalising, and issuing these invoices in compliance with UAE VAT law.
• VAT responsibility: Both parties to a Deal are solely responsible for accounting for VAT on their own supply, filing their own VAT returns with the UAE FTA, and retaining VAT records as required by law. Tabadal's invoice template generation does not constitute tax advice or a VAT filing service.
• Completion: A Deal is marked complete only when both parties confirm delivery on the Platform. Disputed completions are handled under Section 10 (Dispute Resolution).

06 Barter value & VAT

The following rules apply to Barter Value and VAT on the Platform:

• Standard rate: The applicable UAE VAT rate is 5% for most services. Some services may be exempt or zero-rated — Members are responsible for determining the correct VAT treatment of their own supplies.
• Fair market value: Each party must account for VAT at the fair market value of the service they receive (i.e. the value of the services they acquire from the counterparty, which equals the value of their own supply in a balanced exchange).
• Platform Barter Value as proxy: The AED Barter Value agreed by both parties on the Platform shall be used as the fair market value for VAT purposes, unless both parties provide documented evidence (e.g. market comparable quotes) demonstrating that a different market rate applies.
• Invoice obligations: Each party must issue a valid tax invoice to the other if they are registered for VAT (TRN holder). Tabadal's generated invoice template is a starting point — Members must verify and issue these themselves.
• FTA registration threshold: Members with annual taxable supplies exceeding AED 375,000 are required to register for VAT in the UAE. This obligation is independent of Tabadal membership.

Tabadal generates invoice templates but does not file VAT returns, provide tax advice, or represent Members before the UAE Federal Tax Authority. Members are strongly encouraged to seek advice from a UAE-registered tax agent.

07 Non-circumvention

The Platform creates value by matching businesses that would otherwise not find each other. To protect this value, the following non-circumvention obligation applies:

Members who are introduced to one another through the Platform (whether or not a Deal is completed) may not conduct subsequent commercial transactions with that counterparty outside the Platform for a period of 12 months from the date of introduction, without Tabadal's prior written consent.

"Introduction" means the first occasion on which Tabadal presents one Member's business profile to another, regardless of whether contact or communication follows.

Tabadal may request evidence of off-platform transactions where it has reasonable grounds to suspect circumvention. Failure to cooperate with such a request may be treated as an admission of breach.

This clause does not apply to businesses that had a pre-existing commercial relationship documented prior to their introduction through the Platform.

08 Prohibited categories

The following categories of goods, services, and activities are absolutely prohibited on the Platform. Members may not list, offer, request, or complete Deals involving:

• Alcohol or alcoholic beverages (unless the Member holds a valid UAE liquor licence applicable to the specific transaction)
• Tobacco products or vaping devices
• Weapons, ammunition, or military equipment
• Adult content, pornography, or escort services
• Unlicensed financial services including money lending, investment management, or insurance
• Gambling, sports betting, or lottery services
• Pyramid schemes, multi-level marketing, or referral-based income structures
• Counterfeit goods or intellectual property infringement
• Any item, service, or activity prohibited under UAE federal or emirate-level law
• Services to sanctioned individuals or entities under UAE, UN, or applicable international sanctions regimes

Tabadal reserves the right to expand this list at any time. Listings in prohibited categories will be removed without notice, and repeated violations will result in account suspension.

09 Fees

• VAT on fees: All Platform fees are stated exclusive of UAE VAT (5%). VAT is added to invoices where applicable.
• Subscription price changes: The current monthly rate is fixed for the duration of your current billing period. Future standard-rate price changes apply from the next renewal date, with 30 days' prior email notice. The Founding rate ladder (2 months free → 3 months at AED 99 → AED 200 standard) is honoured in full for the first 20 verified Founding Members.
• Future tiered pricing: Tabadal may introduce additional membership tiers (e.g. Standard + Premium) for new Members joining after the founding cohort onboards. Any such change does not retroactively alter the entitlements of existing Members.
• Tax obligations between Members: Each Barter creates two taxable supplies under UAE VAT (VATP042). Each Member is responsible for the VAT on its own side of every Deal. Tabadal generates dual tax invoices automatically but is not party to those tax obligations.

10 Dispute resolution

If a dispute arises between Members in connection with a Deal, the following escalation process applies:

Nothing in this clause prevents either party from seeking urgent injunctive or interim relief from a UAE court where necessary to prevent irreparable harm.

11 Limitation of liability

To the maximum extent permitted by UAE law, Tabadal's liability to Members is limited as follows:

• Non-delivery: Tabadal is not liable for any loss, damage, or cost arising from a Member's failure to deliver services agreed under a Deal. The Deal is a direct agreement between Members.
• Quality disputes: Tabadal makes no warranty as to the quality, standard, or fitness for purpose of services exchanged between Members. Quality disputes are matters between the Members involved.
• VAT miscalculations: Tabadal is not liable for any tax liability, penalty, or interest arising from a Member's incorrect VAT accounting, incorrect use of invoice templates, or failure to file VAT returns correctly.
• Business losses: Tabadal is not liable for indirect, consequential, incidental, special, or punitive damages, including loss of profit, loss of revenue, or loss of business opportunity, arising from use of the Platform.
• Platform availability: Tabadal does not warrant uninterrupted or error-free availability of the Platform and is not liable for losses arising from downtime, data loss, or technical failures, except where caused by our gross negligence or wilful misconduct.

Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded by UAE law.

12 Suspension & termination

Tabadal may suspend or terminate a Member account (with or without prior notice, depending on severity) in the following circumstances:

• Providing false, misleading, or fraudulent information in registration or verification;
• Breach of the non-circumvention clause (Section 7);
• Listing goods or services in a prohibited category (Section 8);
• Two or more unresolved disputes within any 12-month period;
• Repeated failure to deliver agreed services without reasonable justification;
• Abusive, threatening, or harassing behaviour toward other Members or Tabadal staff;
• Any activity that Tabadal reasonably believes is illegal or in violation of UAE law;
• Expiry or cancellation of the Member's UAE trade license without renewal within 60 days.

Where possible, Tabadal will give 7 days' written notice before suspension, allowing the Member an opportunity to remedy the breach. Immediate suspension may be applied for serious violations without prior notice.

Member-initiated closure: Members may close their account at any time by emailing support@tabadal.ae with the subject line "Account Closure Request". Active Deals must be resolved or handed off before closure is processed. Subscription fees are not refunded for partial billing periods.

On termination, all public listings and profile data are removed from the Platform. Data is retained as required by law (see Privacy Policy Section 5).

13 Amendments

Tabadal may update these Terms from time to time. For material changes, we will provide 14 days' written notice by email to the registered business email address on your account before the changes come into effect.

Continued use of the Platform after the effective date of any amendment constitutes your acceptance of the revised Terms. If you do not accept the amended Terms, you may close your account in accordance with Section 12.

Non-material amendments (clarifications, formatting changes, corrections of typographical errors) may be made without prior notice.

14 General provisions

• Entire agreement: These Terms, together with the Privacy Policy and any Deal Agreement, constitute the entire agreement between Tabadal and the Member in relation to the Platform.
• Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions remain in full force.
• Waiver: Tabadal's failure to enforce any provision of these Terms shall not constitute a waiver of its right to do so in the future.
• Language: These Terms are drafted in English. In the event of any conflict between an English version and any Arabic translation, the English version shall prevail.
• Assignment: Members may not assign their account or rights under these Terms without Tabadal's prior written consent. Tabadal may assign its rights and obligations to any successor entity.
• Notices: All formal notices under these Terms should be sent by email to legal@tabadal.ae (for notices to Tabadal) or to the registered business email on the Member's account (for notices to Members).
• Governing law & jurisdiction: These Terms are governed by the laws of the United Arab Emirates. The parties submit to the non-exclusive jurisdiction of the Dubai Courts.

For questions about these Terms, contact us at legal@tabadal.ae.