Vendor Terms & Conditions

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The Company and the Client shall be referred to herein either individually as a Party or collectively as the Parties.

WHEREAS:

(A)The Company owns and operates an electronic marketing platform (the Platform) and has considerable skill, knowledge and experience in that field to perform such services;

(B)The Client wishes to use the Company’s Platform as part of the Services (as defined below) to promote its business to customers;

(C)The Company has agreed to allow the Client to use its Platform as part of the Services (as defined below) to the Client, and the Client has agreed to accept the engagement of the Company on the terms and conditions set out in this Agreement.

NOW, THEREFORE, it is agreed as follows:

  1. INTERPRETATION

    1. In this Agreement:
      an Affiliate of the Client, means any person directly Controlling, Controlled by or under direct or indirect Common Control with the Client;
      an Affiliate of the Company means the Company or any subsidiaries Controlled by the Company;
      Commencement Date means the date of this Agreement; Company’s Customer means any of the Company’s Affiliates or other entities to whom the Company provides services;
      Confidential Information has the meaning ascribed to it in Clause 8;
      Controlling (including the terms Controlling, controlled by and under Common Control) with respect to the relationship between two or more persons, means the possession, directly or indirectly by equity ownership, contract or otherwise, of the power to direct the management or policies of the specified person;
      Deliverables means the deliverables to be supplied by the Company to the Client as part of the Services or as agreed between the Parties from time to time;
      Fees means the fee or fees specified in Schedule 1 payable by the Client to the Company in respect of the Services;
      Good Industry Practice means the practices, methods and procedures and that degree of skill, diligence, prudence and foresight which would reasonably be expected to be observed by a skilled and experienced professional of international repute engaged in carrying out activities the same as, or similar to, the Services under the same or similar circumstances;
      Intellectual Property Rights means (i) copyright, patents, database rights and rights in trademarks, designs, know-how and related information (whether registered or unregistered); (ii) applications for registration, and the right to apply for registration, for any of these rights; and (iii) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world; (iii) any imposition or levy of a like nature.
      Project Materials means any works and materials tangible or intangible created, developed, written or prepared by the Company, its employees, agents or subcontractors in relation to, or as part of, the performance of the Services (whether individually, collectively or jointly with the Company and on whatever media) including the Deliverables and any concepts, content, processes, artwork, music, logos, raw footage, working files, graphics, animation, computer software programs, reports, studies, data, databases, diagrams, charts, specifications, pre- contractual and contractual documents and all drafts thereof and working papers relating thereto, but excluding the Client's ordinary correspondence, know-how, methodology and tools; and Services means the services (including provision of the Deliverables) to be provided by the Company under this Agreement including, without limitation, those identified in Schedule1.
      Client's Materials means any property of the Client (other than any Project Materials);
      Company’s Personnel means those employees of the Company assigned by the Company to the provision of the Services and, where appropriate, any replacements of such employees;
      Taxes means all taxes without limitation, including income, excise, gross receipts, value added (e.g. VAT), sales, use, employment, social security, franchise, profits, gains, property, transfer, payroll, stamp taxes, duties or any other taxes (howsoever called and whether payable directly or by withholding) wherever and whenever imposed by whatever Tax Authority or similar body thereto, together with any interest and any penalties thereon or additional amounts (including reasonable costs) in connection with any such taxation.
      VAT Means (i) value added tax, (ii) any goods and services, sales, consumption or turnover tax and/or (iii) any imposition or levy of a like nature.

    2. In this Agreement:
      (a) references to a person include an individual, a body corporate, a partnership and an unincorporated association of persons; and
      (b) references to a party to this Agreement include references to the successors or assigns (immediate or otherwise) of that party.

    3. Clauses 1.1 and 1.2 apply unless expressly defined or set out otherwise.
    4. The headings in this Agreement do not affect its interpretation. The recitals to this Agreement shall form a part hereof.
    5. The schedules and appendices to this Agreement form part of it and any reference to "Clauses", "Schedules" or "Appendices" means a clause, schedule or appendix to this Agreement respectively.
    6. The words "include" or "including" shall mean "including without limitation."
    7. If there is any conflict or inconsistency between a term in the main part of this Agreement and a term in any of the Schedules or Appendices or other documents referred to or otherwise incorporated into this Agreement, the term in the main part of this Agreement shall prevail to the extent of the conflict or inconsistency.

  2. SERVICES

    With effect from the Commencement Date, the Client hereby appoints the Company to perform the Services and the Company hereby accepts the appointment to perform the Services in accordance with this Agreement.

  3. TERM

    This Agreement shall commence on the Commencement Date and shall continue, unless earlier terminated pursuant to this Agreement or otherwise agreed by the Parties in writing, for one year thereafter.

  4. TIME FOR PERFORMANCE

    The Company shall not be liable to the Client for any delay in providing the Services caused either in whole or in part by any failure to act of the Client nor for any delay caused either in whole or in part resulting from acts beyond the reasonable control of the Company, including acts of God, war, fire, flood, explosion, epidemics or civil commotion.

  5. CLIENT'S UNDERTAKINGS

    1. The Client represents, warrants and undertakes to the Company that:

      (a) it has been duly incorporated, organize and/or established and is validly existing under the laws of the jurisdiction of its incorporation, organization or establishment (as the case may be) and has the relevant constitutional approvals to conduct the Services in accordance with the terms of this Agreement;
      (b) the agreement has been duly authorized by, and upon execution will constitute a valid and legally binding agreement of, the Client, enforceable against the Client in accordance with its terms;
      (c) it possesses all requisite certificates, authorizations and permits (whether issued by any regulatory authority or otherwise) for the performance of its business;
      (d) it will, at all times during the performance of the Services, keep itself acquainted with and comply with all relevant laws, decrees, regulations, rules, procedures and codes of practice of the Company, if applicable;

  6. THE COMPANY'S OBLIGATIONS

    1. The Company shall provide the Client with any information and documents as the Client may reasonably request for the proper performance of its obligations under this Agreement; and
    2. The Company makes no representation or warranty, express or implied, whether as to the accuracy, reliability or completeness (or otherwise) of any information or documents.

  7. PAYMENT

    1. In consideration for the Company performing the Services on the terms of this Agreement, the Client shall pay to the Company the Fees and expenses, if any, in accordance with the terms of Payment Schedule.
    2. Other than as expressly provided in Schedule, the Fees shall be exclusive of all charges and disbursements of any nature whatsoever.
    3. The Client shall pay a Redemption Commission Deposit of AED200 (Clause E), which will act as a refundable security deposit for the Company & is subject to deduction & usage by the Company in case the Client fails to pay the Commissions owed to the Company on time.
    4. Towards the end of the Agreement, the amount that remains in the Redemption Commission Deposit will be refunded in full to the Client within 7 days after the conclusion of the Agreement. Refunds will be done only through the Original Mode of Payment.
    5. All other dues related redemption commission and selected services package will be charged to the client via website. Vendor will be able to view their outstanding dues on their Dashboard through the website.
    6. These service package once selected are non-refundable. Once the payment is made, the confirmation notice will be sent to the client via email within 24 hours of receipt of payment. 

  8. CONFIDENTIALITY AND ANNOUNCEMENTS

    1. The Client undertakes to the Company and for the benefit of each of the Company's Affiliates (who shall be entitled to enforce the terms of this Clause 8) to treat as confidential all Confidential Information. Confidential Information means all information of whatever nature relating wholly or partly to the Services or the affairs of the Company or its Affiliates which:
      (a) is mutually supplied by or on behalf of the Company to the Client or its Authorized Recipients (as defined below) in writing or orally and whether before or after the date of this Agreement;
      (b) is obtained by the Client or its Authorized Recipients in writing or orally, through or following discussions with the management, employees, agents or advisers of the Company or an Affiliate thereof;
      (c) is acquired by observation or attendance by the Client or its Authorized Recipients at the offices or other premises of the Company; or
      (d) consists of any reports, analyses, compilations, studies or other documents prepared by, on behalf of or for the Client, and which contain or are derived from or otherwise reflect any information described in Clause 8.1(a) to Clause 8.1(c).
    2. The Client may only use the Confidential Information for the purposes of this Agreement. The Client may, with the Company's prior written consent, provide its employees, officers, directors, subcontractors and professional advisers (the Authorized Recipients) with access to the Confidential Information on a strictly "need-to-know" basis only. The Client shall ensure that each of its Authorized Recipients is bound to hold all Confidential Information in confidence to the standard required under this Agreement. Where an Authorized Recipient is not an employee, officer or director of the Client, the Client shall use its best endeavors to procure that the Authorized Recipient enters into a written confidentiality undertaking with the Client on substantially equivalent terms to this Clause 8.
    3. This Clause 8 shall not apply to any information which:
      (a) at the time of its supply by (or on behalf of) the Company is in, or subsequently comes into, the public domain, except through breach of any of the undertakings set out in this Agreement;
      (b) is already in the lawful possession of the Client or an Authorized Recipient;
      (c) subsequently comes lawfully into the possession of the Client or an Authorized Recipient from a third party who does not owe the Company an obligation of confidence in relation to it; or
      (d) is required to be disclosed by law, regulation or any governmental or competent regulatory authority (including any securities exchange); provided that, to the extent reasonably practicable, the Party required to make such disclosure shall consult in advance with (and take into account the reasonable requests of) the Company on the proposed form, timing, content and purpose of the disclosure.
    4. Without affecting any other rights or remedies that the Company may have; the Client acknowledges that a person with rights under this Clause 8 may be irreparably harmed by any breach of its terms and that damages alone may not necessarily be an adequate remedy. Accordingly, the Client hereby acknowledges (without proof of actual damages) that injunctive relief, specific performance or other equitable relief in favour of the Company or any Affiliate thereof may be an appropriate and necessary remedy for any threatened or actual breach of the terms of Clause 8.
    5. This Clause 8 shall remain in full force and effect notwithstanding any termination or expiry of this Agreement for three years from the date of completion of the Services.

  9. Termination

    1. The Company shall be entitled to terminate this Agreement without cause at any time on giving the Client not less than 30 days' prior written notice of termination.
    2. Each Party shall have the right, without prejudice to its other rights or remedies, to terminate this Agreement immediately by written notice to the other:
      (a) if the other Party is in material breach of any of its obligations under this Agreement and either that breach is incapable of remedy or the other Party shall have failed to remedy that breach within ninety (30) days after receiving written notice requiring it to remedy that breach;
      (b) if the other Party is unable to pay its debts or becomes insolvent or an order is made or a resolution passed for the administration, winding-up or dissolution of the other Party (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the assets of the other Party or the other Party enters into or proposes any composition or arrangement with its creditors generally or anything analogous to the foregoing occurs in any applicable jurisdiction; or
    3. If the Company terminates this Agreement pursuant to Clause 9.1 or If the Company exercises its rights of termination under Clause 9.2, it shall not be liable to the Client for any losses, claims, damages, fees, liabilities, costs or expenses suffered or incurred by the Client and resulting from such termination. In any event, under no circumstances shall the Company be liable to the Client for any indirect or consequential loss (including loss of goodwill, loss of profit, loss of any contract, loss of opportunity, loss of anticipated profits or revenue or costs of capital) as a result of termination of this Agreement.
    4. If the Company exercises its rights of termination under Clause 9.2, it shall not be liable to the Client for any losses, claims, damages, fees, liabilities, costs or expenses suffered or incurred by the Client and resulting from such termination. In any event, under no circumstances shall the Company be liable to the Client for any indirect or consequential loss (including loss of goodwill, loss of profit, loss of any contract, loss of opportunity, loss of anticipated profits or revenue or costs of capital) as a result of termination of this Agreement.
    5. Upon expiry or termination, as the case may be, of this Agreement, the Client shall promptly deliver to the Company, upon its request, all Project Materials, Deliverables (in any state of completion) and Confidential Information together with any books, papers, materials and other related property relating to the business of the Company or relating to this Agreement or the Services that are in the Client's possession or under the Client's control. No copies of the foregoing items may be retained by the Client for record purposes, except as required by law.
    6. Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party, nor shall it affect the coming into force or the continuance in force of any provision of this Agreement which is expressly or by implication intended to come into force or continue in force on or after termination.

  10. LIABILITY

    1. The Client shall defend, hold harmless and indemnify the Company and any Affiliate of the Company, from and against any and all losses, claims, costs, liabilities, damages (including any loss of, or damage to, any property of, or injury to or death of, any person) and expenses suffered or incurred by the Company or any Affiliate of the Company, their respective directors, officers, employees and agents (the Indemnified Persons) arising from or in connection with any willful or negligent act or omission by the Client or its officers, directors, employees, agents or subcontractors and/or any breach by the Client of this Agreement, applicable laws or arising directly or indirectly out of the performance by the Client of its obligations under this Agreement.
    2. The Client shall defend, hold harmless and indemnify the Company and any Affiliate of the Company from and against any levies, demands or claims that may be made by the relevant authorities (outside the United Arab Emirates) against the Indemnified Persons or any payments made by the Indemnified Persons in respect of tax demands or other charges or contributions (outside the United Arab Emirates) relating to the provision of the Services by the Client.
    3. The total liability of the Company’s towards Client and any third parties shall not exceed the amount of Fees paid pursuant to this Agreement.
    4. This Clause 10 shall remain in full force and effect notwithstanding any termination or expiry of this agreement.

  11. NOTICES

    1. Any notice or other document to be served under this Agreement may be delivered or sent by post, email (with receipt confirmed) or facsimile, in the case of the Company, and, in the case of the Client, at its address set out in the preamble of this Agreement or in Schedule 1 or as otherwise agreed between the Parties.
    2. When providing service of a notice or document it shall be sufficient to prove that delivery was made or that the envelope containing the notice or document was properly addressed and posted or that the facsimile message or e-mail was properly addressed and dispatched (as the case may be) in accordance with Clause 11.1.

  12. GENERAL

    1. NO PARTNERSHIP OR AGENCY

      Nothing in this Agreement shall be deemed to constitute a partnership between the Parties, nor constitute either Party constituting or becoming in any way the agent of the other Party for any purpose.

    2. COUNTERPART

      This Agreement may be executed in any number of counterparts. This has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

    3. WAIVER

      The rights of each Party under this Agreement:
      (a)may be exercised often as necessary;
      (a)are cumulative and not exclusive of rights
      (a)may be waived only in writing and specifically.

    4. AMENDMENTS

      Any amendment of this Agreement shall not be binding on the Parties unless set out in writing, expressed to amend this Agreement and signed by authorized representatives of each of the Parties.

    5. SEVERABILITY

      If any term of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect:

      (a) the legality, validity or enforceability in that jurisdiction of any other term of this Agreement; or
      (b) the legality, validity or enforceability in other jurisdictions of that or any other provision of this Agreement.

    6. FURTHER ASSURANCE

      Each Party undertakes, at the request and cost and expense of the other Party, to sign all documents and to do all other acts, which may be necessary to give full effect to this Agreement.

    7. COSTS

      Each Party shall pay the costs and expenses incurred by it in connection with the entering into of this Agreement.

    8. LANGUAGE

      (a) Any notice given in connection with this Agreement must be in English.
      (b) Any other document provided in connection with this Agreement must be:

      1. In English; or
      2. (Unless the Parties otherwise agree) accompanied by a certified English translation, in which case, the English translation prevails unless the document is a statutory or other official document.

    9. THIRD PARTY RIGHTS

      (a) The Company, its assigns and/or any other entity, to the extent that each has provided, is providing, or will provide in the future services to the Company, is a third-party beneficiary of this Agreement.
      (b) Any Affiliate of the Company may enforce any of the terms of this Agreement against the Client under, amongst others, article 254 of UAE Federal Law No. 5 of 1985 promulgating the Civil Code of the UAE (or any replacement or successor provisions).

    10. WHOLE AGREEMENT

      (a) This Agreement, the documents referred to in it and any agreements relating to this Agreement entered into on the date of this Agreement between the Parties contain the whole agreement between the Parties relating to the transactions contemplated by this Agreement and supersede all previous agreements between the parties relating to those transactions.
      (b) Subject to Clause 12.10 (a), each Party acknowledges that in entering into this Agreement it has not relied on any representation, warranty, collateral contract or other assurance (except those set out in this Agreement and the documents referred to in it) made by or on behalf of any other Party before the date of this Agreement. Each Party waives all rights and remedies which, but for this Clause12.10(b), might otherwise be available to it in respect of any such representation, warranty, collateral contract or other assurance.

  13. GOVERNING LAW AND ARBITRATION

    1. This Agreement shall be governed by and construed in accordance with the federal laws of the United Arab Emirates as applied in the Emirate of Dubai.
    2. Any dispute or difference of any kind between the Parties in connection with or arising out of this Agreement or the breach, termination or validity hereof (a Dispute) shall be finally settled in the Federal Courts of Dubai.

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