This MARKETPLACE SERVICE AGREEMENT (the ""Agreement"") is entered into as of 23 Feb 2017 (the ""Effective Date""), by and between HELP4U.TODAY FZ LLC, a corporation maintaining offices in United Arab Emirates, ( ""HELP4U.TODAY"" ), and, <AGENCY BUSINESS NAME>, maintaining offices in <AGENCY ADDRESS> ( ""the Service Provider"" ). HELP4U.TODAY and the Service Provider are sometimes referred to herein individually as a ""Party"" and collectively as the ""Parties"".
HELP4U.TODAY is a technology company and not a provider for the Services listed on section C of the recitals of this Agreement. HELP4U.TODAY does not intend to provide such Services or act as a provider of such Services. HELP4U.TODAYs Platform is intended to facilitate offering and request of Services directly from a Service Provider to a Client. The company is not responsible or liable for the acts or omissions of any Services provided, and for any illegal action committed by users of the Platform. NOW THEREFORE, in consideration of the above and subject to the terms and conditions stated herein, the Parties agree as follows:
1.1 The Service Provider acknowledges that HELP4U.TODAY is a marketplace that allows to arrange and schedule cleaning and housekeeping Services, babysitter and after school care Services, eldercare Services, gardening and home maintenance, In-home nursing Services, pet walking Services, surgery patient non-medical aftercare Services, etc. (the ""Services""), with third party providers, using an interactive technology service Platform (the ""Platform"") that provides a web and mobile applications for enabling people (""Clients"") to request the Services from third party Service Providers.
1.2 The Service Provider agrees that HELP4U.TODAY acts solely as a site that enables Service Providers and Clients to be connected with each other to request and provide the Services. HELP4U.TODAY is not involved in the actual service provided by the Service Provider to the Client. The Service Provider shall guarantee the quality, safety, morality or legality of any aspect of the Services provided, the truth or accuracy of the listings, and their ability to provide the Services. HELP4U.TODAY shall not be liable for the inability of Clients to pay for the Services.
The Service Provider warrants and undertakes towards HELP4U.TODAY as follows:
2.1 That it has the skills, professional, technical, organizational and financial knowledge, and possesses the suitable manpower, all means and equipment required for the performance of the Services according to this Agreement, and undertakes to fulfill all provisions of this Agreement and perform the Services with skill, professional level and high quality, with loyalty and good faith.
2.2 That it received full and sufficient explanations regarding the Services to be provided and that it is willing and able to perform the Services pursuant to this Agreement.
2.3 That will supply, under its responsibility and at its expense, all means, equipment and materials that are required for the performance of the Services according to this Agreement. The Service Provider hereby undertakes that all equipment, materials and tools used thereby for provision of the Services will be suitable for its needs.
2.4 That there is no legal, business, contractual or other limitation preventing it or that might prevent it from performing its obligations according to this Agreement in their entirety.
2.5 That starting on the date of commencement of provision of the Services and onwards, it fulfilled and will continue to fulfill, during the entire term of this Agreement, the requirements of every law, regulation or provision of any competent authority regarding performance of its obligations, including all approvals, permits and licenses required for fulfillment of its obligations according to this Agreement, to the extent required.
3.1 The Service Provider agrees to create a user profile through the Platform that is administered independently by them. The Service Provider agrees to provide true and complete information and to update this information when it changes. Once the registration process is completed, the Service Provider will receive an email confirmation of their new account, username and password.
3.2 The Service Provider agrees to insert on its website or in its online presence, HELP4U.TODAYs reference which links to the HELP4U.TODAYs home page.
3.3 The Client uses the Platform to book a Service. Each time a Client books a service, the Service Provider will be notified using commercially reasonable efforts.
3.4 The Service Provider shall confirm their availability for the provision of the Services by replying to a booking request within the next 45 minutes after notification was sent. If the service provider will not reply within the 45 minutes timeframe, the booking request will be passed on to another party. A confirmation phone call shall be done to the Client as acceptance of the requested Services.
3.5 It is up to the Service Provider to decide whether or not to provide the Services for any Client through the Platform.
3.6 After Services have been completed, HELP4U.TODAY will issue an invoice and will collect payment for the Services performed on behalf of the Service Provider.
3.7 At all times, Service Provider shall be responsible for offering current, accurate and complete details and information in relation with the provision of the Services.
4.1 The Service Provider must provide the Services at the service location requested by the Client.
4.2 The Service Provider must perform the Services efficiently and in a proper and skillful manner, to the satisfaction of the Client.
4.3 In providing the Services the Service Provider must comply with the instructions of the Client.
4.4 The Service Provider acknowledges that prior to entering this Agreement it has made such enquiries and examined such information as it considers necessary to satisfy itself:
4.4.1 As to the nature, scope, extent and degree of difficulty of the Services to be performed by it pursuant to this Agreement;
4.4.2 As to its ability to undertake the Services to a high standard and within the time specified in this Agreement ; and,
4.4.3 As to the availability of suitably qualified and experienced staff and all other facilities and information which it is required to provide for the purpose of undertaking the Services.
4.5 The Service Provider must notify HELP4U.TODAY immediately when they become aware of any circumstances which may affect their ability to provide the Services in accordance with this Agreement.
4.6 HELP4U.TODAY will be entitled, at any time, without providing grounds, to demand from the Service Provider to cease provision of the Service by a certain staff member, in which case the Service Provider will cease, within reasonable time, provision of the Services and will replace the latter with another staff member that meets the requirements of this Agreement.
4.7 Service Providers are responsible for offering current, accurate and complete details and information in relation with the provision of the Services.
4.8 Unless otherwise specified and agreed from the parties, platinum membership grants 4 hours of customer service, from 09am until 01pm. Our customer service is responsible to answer only to request related to booking using our technology.
5.1 The Service Provider must supervise its staff (Service Providers Staff) and ensure:
5.1.1 All Service Providers Staff perform the Services to the highest standard as provided by in Clause 6 of this Agreement.
5.1.2 Only Service Providers Staff reasonably required for the performance of the Services are on a Service location.
5.2 The Service Provider must ensure all Service Providers Staff are experienced and trained in providing the Services.
5.3 The Service Provider must ensure all Service Providers Staff comply with all requirements set out in this Agreement including but not limited to personal qualities, code of conduct, behavior, dress appearance and identification.
5.4 The Service Provider must ensure to provide all equipment and supplies required for the staff member to perform the Services.
5.5 The Service Provider acknowledges the Service Provider is solely responsible for the payment of all wages and other remuneration to Service Providers Staff and further that it is solely responsible for the deduction and payment to the appropriate authority of all payroll, group, income, benefits and other taxes whatsoever.
5.6 The Service Provider must pay all Service Providers Staff in accordance with the applicable law and regulations.
5.7 The Service Provider must ensure the Service Providers Staff attend the Service locations at the times requested and agreed with the Client.
5.8 The Service Provider must repair any damage to the Client s personal property attributable to acts and/or omissions of the Service Provider, its staff members, and/or anyone acting on behalf of, or otherwise attributable to the Services, except to the extent such damage is attributable to the negligence of the Client.
5.9 The Service Provider must ensure that whilst providing the Services, the Service Providers Staff do not:
5.10.1 Entertain or allow visitors to enter Service locations; or
5.10.2 Check or listen to private audio equipment or documents, accept or send private telephone calls, view television or any other form of video equipment, mobile device or printed matter, whilst on the Service locations.
5.10 The Service Provider must ensure that only authorized persons reasonably required for the performance of the Services are on the Service locations.
5.11 The Service Provider must ensure that all persons engaged by the Service Provider for the performance of the Services:
5.12.1 Are aware of and comply with safe work practices and perform the Services in accordance with the policies and regulations stipulated by law;
5.12.2 Wear appropriate identification and uniforms whilst on the Service locations; and
5.12.3 Have the competence and personal qualities required to perform the Services.
The Service Provider must ensure that the staff members perform the Services: (i) within the time stipulated and agreed according to the Client s request; (ii) to the standards set out in this Agreement, (iii) diligently, carefully and competently in accordance with the best practice current in the Service Providers industry, and (iv) in accordance with the reasonable Client s request.
7.1 HELP4U.TODAY agrees to grant to the Service Provider :
8.1 The Service Provider acknowledges that the username and password provided to access their account, is strictly private and confidential information and shall not be disclosed or shared with third parties. Any use of these with a purpose other than intended, may allow HELP4U.TODAY to terminate this Agreement and cancel the Service Providers registration at its own discretion, without prior notice. In no event shall HELP4U.TODAY be held liable for any unauthorized access to the Service Providers account or use of their password.
8.2 The Service Provider is solely responsible for all activities which occur under their account whether authorized or not authorized. HELP4U.TODAY will not be liable for loss or damage caused by these circumstances.
8.3 The Service Provider agrees to ensure that their Profile is constantly up to date, frequently listing their availability and other changes in relevant information. Any failure to do so, will result in difficulties and disadvantages for the service provider, for which HELP4U.TODAY shall not be held responsible. The Service Provider undertakes to notify HELP4U.TODAY, without delay, of any changes on the Services to be provided to the Clients.
8.4 HELP4U.TODAY is allowed to release the business name and logos of the Service Provider as a reference to third parties. This applies in particular to promote the offer of the Service Provider through the Platform, brochures, correspondence, directories, advertising materials and other external communications. The Service Provider acknowledges that HELP4U.TODAY has no obligation to promote, publish, distribute, list or offer any service.
8.5 The Service Provider agrees to provide to HELP4U.TODAY the same rate that its publishing on its online presence. Upon any breach of this provision, HELP4U.TODAY may, in its sole discretion, terminate this Agreement,
8.6 The Service Provider shall not publish or share through their account any type of material that: a) is unlawful, illegal or contrary to good faith and public order; b) provides false, wrong or misleading information about their offer; c) contains viruses, robots, spiders, webbots, web wanders, crawlers, worms or webants, spam or any other process that may interfere or attempt to interfere with the operation of the Platform or the experience of the users of such Platform; d) forges headers or otherwise manipulates identifiers in order to disguise the origin of any information transmitted through the Platform; e) ""frame"" or ""mirror"" any part of the Platform, without HELP4U.TODAYs prior written authorization, or use meta tags or code or other devices containing any reference to HELP4U.TODAY in order to direct any person to any other website for any purpose; f) cause any third party to engage in the restricted activities above.
The Service Provider shall ensure that the HELP4U.TODAY Platform is used solely as set forth in this Agreement and all applicable laws. HELP4U.TODAY makes no warranty that the Platform or the Service will be uninterrupted or error-free. There may be delays, omissions, and interruptions in the availability of the Service. In no case HELP4U.TODAY shall be responsible for and disclaims all liability for any loss, liability, claim, damage, expense of any nature whatsoever, arising from any delays, inaccuracies, errors in, or omission of information or the transmission thereof, use or the inability to use the Platform, or for any actions taken in reliance thereon or occasioned thereby or by reason of non-performance or interruption, or termination thereof.
The Service Provider is solely responsible for their interactions with others while offering or providing the Services, or in connection with the provision of the Services. In no event shall HELP4U.TODAY, its affiliates or partners be liable (directly or indirectly) for any losses or damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of anyone in connection with the use of the Platform or Service including, without limitation, death, bodily injury, emotional distress, property damage, lost time or wages and/or any other damages resulting from or related to any of the Services enabled by the Platform. The Service Provider hereby agrees that their use of the Platform and the provision of the Services is at their sole risk. The Service Provider agrees to exercise caution and good judgment, and to take all necessary precautions in all interactions with others.
The Service Provider agrees to be rated by the Client for the Services performed. Ratings may be presented as a numeric value and/or as a comment. Failure to comply with the feedback and rating system constitutes a material breach of this Agreement and may result in the suspension and/or termination of the service providers account.
This Agreement shall commence upon the Effective Date and shall continue until the Service Provider maintains utilizing the Services, or until either party elects to terminate it in accordance with the provisions contained in Clause 17.
13.1 HELP4U.TODAY acts as an escrow service, in charge of collecting and disbursing the funds paid by the Client, on behalf of the service provider.
13.2 All payments shall be made by Clients through the HELP4U.TODAY Platform. On receipt of the payments made by the Client, HELP4U.TODAY will hold such funds on behalf of the Service Provider until such time as they are remitted to the Service Provider. The Service Provider acknowledges and agrees that such amounts shall not include any interest and will be net of any amounts that HELP4U.TODAY is required to withhold by law.
13.3 For the use of HELP4U.TODAYs technology Platform, the Service Provider agrees to pay HELP4U.TODAY an administrative fee of 20% of each payment made by a Client, calculated over the service booked through HELP4U.TODAYs Platform (""Administrative Fee""). In case the Service Provider is a gold or premium member, the administrative fee is reduced to 12%. Unless otherwise agreed by the parties in writing, HELP4U.TODAY shall remit the payments due to Service Providers, only under his request, hereunder less the Administrative Fee, based on membership, on the 15th and 31st of the month, if such payment exceeds the amount of 1500 AED. If the payment received is below 1500 AED, payment shall be fulfilled in the first payment cycle that reaches the threshold. In any case all payments shall be fulfilled at the end of every quarter (March, June, September and December). To ensure proper payment, Service Providers are responsible for providing and maintaining all accurate and necessary contact and banking information associated with their account. HELP4U.TODAY shall transfer funds to the Service Provider via wire transfer, whose fees will be charged to the Service Provider, thus deducted from the payments due to Service Provider.
13.4 HELP4U.TODAY reserves the right to withhold payment made on behalf of a Service Providers account due to any breach of this Agreement by a Service Provider, pending HELP4U.TODAYs reasonable investigation of such breach. If HELP4U.TODAY reasonably believes that it is obligated to obtain tax information and a Service Provider does not provide this information to HELP4U.TODAY within ten (10) days after a request in writing by HELP4U.TODAY, HELP4U.TODAY may withhold Service Provider payments until such information is provided. If a Service Provider disputes any payment made hereunder, Service Provider must notify HELP4U.TODAY in writing within fifteen (15) days of such payment. Failure to do so shall result in the waiver by Service Provider of any claim relating to such disputed payment. Service Provider understands and agrees that the any amounts, taxes or state or local fees imposed on and collected by HELP4U.TODAY shall be retained solely by HELP4U.TODAY as required by law.
13.5 HELP4U.TODAY reserves the right to increase the final price to the Client in case of special requests such as, but not limited to, Express Service.
Service Provider is responsible for paying all duties, fees, and other impositions as may be levied under the applicable law, associated with using HELP4U.TODAYs Platform, and all related taxes to any transaction, service provision, or other monetary transaction interactions. It is the Service providers sole responsibility to determine which taxes are applicable and required to comply with the applicable local tax law and pay any corresponding taxes.
15.1 The Service Provider acknowledges that the Client is entitled to request a refund if a member of the Service Providers Staff:
a) Fails to attend or shows up late at the service location, or leaves the service location substantially earlier. b) Accidentally damages or breaks an item during the visit c) Fails to complete the requested work.
15.2 HELP4U.TODAY shall conduct a reasonable investigation of any of the mentioned situations. Before soliciting a refund, the Client must provide a proof of evidence of the occurrence of the incident. Feasible proof for considering a refund may be: (i) Mobile application notifications (check-in and check-out times, task list, etc.); (ii) Witnesses.
15.3 In case the request for a refund is approved by HELP4U.TODAY, the Service Provider may offer: a) Reconciliation: in which a complimentary service is offered by the Service Provider to the Client. b) Refund: HELP4U.TODAY will refund to the Client the total price minus HELP4U.TODAYs administrative fees. The Service Provider is responsible to pay chargeback fees (US $ 25) which will be deducted from the next payment cycle. This service shall be considered as non-rendered and will not be remunerated and therefore paid for, on the next payment cycle.
HELP4U.TODAY is entitled, at any time without notice, and without the consent of the Service Provider, to make or order changes to the HELP4U.TODAY Platform (including any updates and/or new releases). HELP4U.TODAY shall use its best endeavors to create such changes in a way as to not limit the Services or the use of the Platform by the Service Provider. The Service Provider shall be obligated to install immediately the provided changes to the HELP4U.TODAY Platform to guarantee functionality.
17.1 This Agreement may be terminated by accordance between the Parties at any time. Either party may give not less than fifteen (15) calendar days' prior written notice to terminate this Agreement.
17.2 Either party shall have a right to immediately terminate this Agreement, without further notice to the other party, if any of the following events shall occur in relation to the other party (the ""Defaulting Party""): (i) if the Defaulting Party commits a material breach of this Agreement, or any other Agreement between the Parties entered into pursuant to this Agreement, and fails to remedy the breach within thirty (30) days after being given notice by the other party to do so; (ii) at any time where disputes, complaints, the negligence or misconduct or any charges or complaints made by other users against the Service Provider reach a level which HELP4U.TODAY in its sole discretion, may consider to be of a negative effect; (iii) if the Service Provider and/or its' principals, agents, subsidiaries or affiliates conduct business in an illegal manner or against its governing laws, as determined by HELP4U.TODAY in its sole discretion;
17.3 Notwithstanding termination, all funds held on behalf of the Service Provider by HELP4U.TODAY for the Services provided in the previous payment cycle, shall be paid to the Service Provider in accordance with the respective provisions of this Agreement, at the time of such termination.
17.4 In the event of termination, the terms of this Agreement shall automatically terminate except that:
17.4.1 The provisions of Confidentiality, Liability and Dispute Resolution Procedure shall continue together with any other provisions specified in this Agreement as surviving termination;
17.4.2 Each party shall remain liable for any breach of its obligations prior to termination.
This Agreement does not create a joint venture, partnership, or principal/ agent relationship between the parties and nothing in this Agreement may be used to imply such a relationship. The Service Provider warrants that it is and will continue to be, during the entire term of this Agreement, the sole employer of all Service Provider staff members. The Service Provider undertakes to bear, solely and exclusively, all obligations imposed on an employer towards its employees, including full and timely performance of any payment it must perform to the local authorities according to the law and any regulation. Any dispute, damage and or liability related to a Service Provider staff member that may arise in connection with the performance of the Services will be to the sole responsibility of the Service Provider.
19.1 The Service Provider undertakes that during the term of this Agreement and afterwards, the Service Provider, its employees, agents or any other person on its behalf will maintain under strict confidentiality any information related to the Client, which has obtained during the performance of this Agreement, and that they will not divulge, submit, transfer to any third party or make any use, directly or indirectly, whether orally or in writing, of such Information.
19.2 Each party shall adopt such confidentiality procedures as may be reasonably necessary or prudent in accordance with good industry practice to ensure the safe custody of any materials forming part of the Client s information. These might include storage and processing practices, as well as physical security measures to protect unauthorized access to systems.
19.3 The Service Provider is obliged to protect their computer systems against unauthorized access, alteration, disclosure, destruction loss, counterfeiting, theft, unlawful use, unauthorized change and copying of data, and other unauthorized edits, as well as against technical failure, adequately in accordance with latest technology standards.
20.1 HELP4U.TODAY is not liable for the accuracy, efficacy, completeness or timeliness of data submitted by the Service Provider, payment Service Providers and other third parties, and/or taken from public directories, and for data managed by it or any third party. The foregoing limitation of liability applies particularly to information with incorrect or incomplete content, auditory errors, input errors, transfer and transmission errors, identity confusion, especially in consequence of incomplete personal data, incorrect or incomplete information as a result of technical defects, and restrictions or failure of the readiness to provide information for technical reasons.
20.2 In no case HELP4U.TODAY , its officers, directors, shareholders, employees, or business partners, affiliates and any other authorized agent or representative, or its affiliate companies or associates shall be responsible for and disclaims all liability for any loss, liability, claim, cost, damage (whether direct, indirect, special, punitive, incidental and/or consequential), including, but not limited to physical damages, bodily/personal injury, death, emotional distress and discomfort, loss of enjoyment, disappointment, dissatisfaction, frustration, loss of or damage to property, accident, delay, non-performance, irregularity, or any consequence derived from these circumstances caused and on any theory of liability, whether for breach of contract, tort (including negligence) or otherwise, arising out of or related to HELP4U.TODAYs Services, the use or the inability to use the Platform or the payment processing functionality, and/or any content, or information received or transactions entered into by means of or through the Platform (including any internet payment system downtime or other failures of the internet payment system), the unauthorized access to or alteration of data transmission, or other information that is sent or received or not sent or received, any hacking, tampering or other unauthorized access or use of the service or the Service Providers account or the information contained therein, including but not limited to loss of anticipated profits, loss of business, business interruption, loss of business opportunity, loss of revenues, goodwill, data, or other intangible losses, even if HELP4U.TODAY has been advised of the possibility of such damages, regardless of any negligence of HELP4U.TODAY or any of its affiliates or agents. These limitations shall apply notwithstanding any failure or essential purpose of any limited remedy in particular, neither HELP4U.TODAY nor any third party or data or content provider shall be liable in any way to you or to any other person, for any loss, liability, damage (whether direct or consequential), personal injury or expense of any nature whatsoever arising from any delays, inaccuracies, errors in, or omission of information or the transmission thereof, or for any actions taken in reliance thereon or occasioned thereby or by reason of non-performance or interruption, or termination thereof.
20.3 HELP4U.TODAY explicitly excludes, to the extent that is permissible by law, any liability for direct or indirect damage, as well as consequential damage allegedly caused to the Service Provider, when their behavior has contributed to the production of the damage allegedly suffered. Nor when the Service Provider has failed all or part in the performance of its obligations under this Agreement.
20.4 HELP4U.TODAY shall not be liable for circumstances beyond its control including but not limited to breakdowns, Internet failures, computer equipment failures, telecommunication equipment failures, electrical power failures, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance of third parties.
20.5 The Service Provider accepts that HELP4U.TODAY does not warrant, guarantee or assume any liability for any service requested or provided through the Platform, or in connection with the offer or supply or default in supplying the Services through the Platform, neither warrants, guarantees or assumes any liability for any indirect, consequential or special damages or losses, including without limitation, lost profits, lost revenues, costs of delay or punitive damages, property damage, personal injury, death, that arises as a consequence of the service provided or use of the Platform.
21.1 To the maximum extent permitted by applicable law, the Service Provider must hold harmless, defend and indemnify HELP4U.TODAY , its officers, directors, shareholders, employees, licensors, co-branders or other partners, and any other authorized agent or representative, or its affiliate companies or associates, from any and all loss, liability, demand, penalty, claim, legal proceeding, cause of action, damage, expense, action, settlement, recovery, fine, including without limitation, reasonable legal fees of every kind and nature and other costs arising out from:
(i) any breach of this Agreement by the Service Provider or their staff or occasioned by any breach of the performance of any of the by the Service Providers or their staff's obligations, whether present, future or contingent, under or pursuant to this Agreement ; (ii) any breach of any relevant law or the rights of a third party by the by the Service Provider or their staff; (iii) any negligent or wrongful act or omission by the Service Provider or their staff; (iv) the Service Provider or their staffs negligence or misconduct or any charges or complaints made by the Client against the Service Provider or their staff;
21.2 The Service Provider shall cooperate as fully as reasonably required in the defense of any claim. HELP4U.TODAY reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Service Provider. The Service Providers indemnification obligation shall survive the termination of this Agreement.
22.1 The Service Provider shall provide and thereafter maintain insurance against all risks in respect of its property and any equipment used for the execution of this Contract, in an adequate amount to cover third party claims, such as employers liability, workmen's compensation insurance, professional indemnity insurance, liability insurance, and any other type of insurance requested by HELP4U.TODAY.
22.2 At the request of HELP4U.TODAY, the Service Provider must provide with an insurance certificate as required in clause 22.1.
22.3 The Service Provider acknowledges and agrees that it is the Contractor's responsibility to assess and consider the risks and scope of insurances required under this Agreement. HELP4U.TODAY accepts no liability for the adequacy of the sum insured, limit of liability, scope of coverage, conditions or exclusions of those insurances in respect of how they may or may not respond to any loss, damage or liability.
Any obligations of the parties stemming from services rendered prior to the expiration or termination of this Agreement shall survive such expiration or termination and be performed by the respective parties.
24.1 This Agreement is personal to the Parties and neither party shall without the prior written approval of the other:
(i) Assign, mortgage, charge or otherwise transfer or deal in, or create any trust over, any of its rights; or
(ii) Delegate the whole or any part of its rights or obligations under this Agreement to another person.
25.1 Each Party represents and warrants that it is permitted by its respective incorporating documents to enter into this Agreement, and is not restrained, prevented or inhibited by any Agreement or arrangement to which it is a Party from entering into this Agreement or undertaking the obligations herein contained.
25.2 Each signatory to this Agreement represents and warrants that is duly authorized by the Party for and on whose behalf is signing this Agreement to execute the same in a manner binding upon the said Party and that all corporate approvals and procedures necessary for vesting such authority have been duly obtained and complied with.
Any notice under this Agreement shall be in writing and may be served by hand, deposited with a nationally recognized overnight carrier, electronic-mail, or mailed by certified mail, return receipt requested, postage prepaid, in each case, to the address of the other party specified below, in a manner that ensures receipt of the notice can be proved. All such notices or communications shall be deemed to have been given and received (i) in the case of personal delivery or electronic-mail, on the date of such delivery, (ii) in the case of delivery by a nationally recognized overnight carrier, on the third business day following dispatch and (iii) in the case of mailing, on the seventh business day following such mailing.
27.1 If a dispute arises out of this Agreement, the Parties shall seek to resolve it by negotiation on an amicable basis.
27.2 If the dispute has not been resolved by negotiation as provided herein within forty five (45) days after delivery of the initial notice of negotiation, or if the parties failed to meet within thirty (30) days after delivery, the parties shall endeavor to settle the dispute by arbitration.
27.3 Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be subject to the exclusive jurisdiction of the Courts of the Dubai International Financial Centre.
27.4 This contract shall be governed by and construed in accordance with the law of the United Arab Emirates.
27.5 All negotiations pursuant to this Clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence.
This Agreement sets out the entire Agreement between the Parties. Neither party has entered into this Agreement in reliance upon any representation, warranty or undertaking of the other party that is not expressly set out or referred to in this Agreement. This Clause shall not exclude any liability for fraudulent misrepresentation. This Agreement may not be varied except by Agreement of the Parties in writing.
If any provision of this Agreement is held by any competent authority to be invalid or unenforceable in whole or in part, this Agreement shall continue to be valid as to its other provisions and the remainder of the affected provision, unless it can be concluded from the circumstances that (in the absence of the provision found to be null and void) the Parties would not have concluded this Agreement. The Parties shall use all reasonable efforts to replace all provisions found to be null and void by provisions that are valid under the applicable law and come closest to their original intention.
This Agreement shall be governed by and construed in all respects in accordance with the laws of the Emirate of Dubai and the applicable laws of United Arab Emirates. The parties hereby irrevocably consent to the personal jurisdiction and venue therein.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first written above.