HAPPY SAMPLES MASTER SERVICE AGREEMENT
This Technology Service Provider Agreement (the “AGREEMENT”) is entered into force between:
HAPPY SAMPLES FZ LLC, Free Zone Limited Liability Company registered under the laws of the United Arab Emirates with registered office is in5 Tech, Knowledge Village, Dubai Internet City, Dubai – 54106 (hereinafter referred to as “HAMPLES”; and the Company using Hamples platform to promote its business though Sampling (hereinafter referred to as the “SELLER”).
Collectively Hamples & Brand are referred to as the "PARTIES".
By registering for or using the services, the Seller agrees to be bound by the terms of this agreement, including the service terms and program policies that apply for each country for which the service is registered.
SAMPLES: Not for Sale Products & Services offered by the Seller
PRODUCT SAMPLES: Physical Products, which can be stored and shipped to the consumer
SERVICE SAMPLES: Services for which the user either would physically visit the store to avail the service
DIGITAL SAMPLES: Any activity which can be done digitally (interacting with Website or App) using the device
BRAND: The trademark or identity of Seller of Product or Digital or Service
PLATFORMS: Hamples Website, Social Media Platforms, Communication Channels (including but not limited to Emails, SMS), Advertising Channels (including but not limited to Google, Facebook, Instagram, etc) & App Platforms
CONSUMERS: The registered users of Hamples Platforms
CAMPAIGNS: The process of listing the samples on Platforms & targeting the Consumers
By signing this agreement, the Seller agrees to the following terms of the business.
- All Samples provided by Seller to Hamples are the sole responsibility of the Seller. Seller confirms its possession of ownership or rights to promote them in the selected country.
- Prior to Sampling Campaign, the Seller agrees to seek relevant permissions from applicable authorities (as per their line of business).
- In case the seller is not the owner of the Brand, the Seller agrees to seek permission from the brand owner.
- It is the Seller’s responsibility to possess & maintain active business license & certificates from respective authorities & follow the government rules & regulations.
- The Seller agrees to honor the commitment of providing the promised Sample Product or Voucher of Digital Sample or Service Sample to the Consumers through the expiration date.
- Any Consumer Complaint related to the Seller/Brand/Product/Service/Sample or any damage due to usage or application of Samples is the sole responsibility of the Seller & the Brand. The Seller would be required to deal with it as per their company policies and inform Hamples about the resolution within set time frame.
- Seller agrees to maintain their profile on the Hamples Platform by updating business-related information.
- Seller agrees to NOT ask for money or any in-kind activity (including but not limited to asking the consumer to follow on Social Media) for providing the Samples to the Consumers. Seller understands that doing so might lead to immediate termination of the agreement with Hamples & might attract legal actions against the Seller.
- Seller agrees and takes the responsibility of legal implications for listing or providing expired or near to expiry Sample to Consumer. Any penalty on Hamples because of the Seller would be settled by the seller.
- Sellers agree to allow Hamples to list the Samples on Hamples Platforms and allow Hamples to use Brand Logo & Trademark in communication & advertising.
Seller Onboarding Process
- Samples and Samples Information: Once the Seller Registration is completed, Seller will provide accurate and complete required Information for each Sample that they offer in a Campaign and promptly update that information as necessary to ensure it at all times remains accurate and complete. Seller will also ensure that the Materials, details of the Samples (including content & images & packaging) on the Platform comply with all Applicable Laws (including all minimum age, marking and labeling requirements) and do not contain any sexually explicit (except to the extent expressly permitted under our applicable Program Policies), defamatory or obscene materials.
Digital Samples & Service Samples: The seller would issue Voucher Codes (Unique – One Time Use) to Hamples. These Vouchers would be electronically shared with the Consumer upon successful checkout. It is Seller's responsibility to share the details of Terms & Conditions associated with the Voucher at the listing stage.
Ownership: Seller also ensures that they have the valid rights & permissions to publish the information provided & any complaint, from any source, related to the infringement of Brand / Product / Service / Samples guidelines would be Seller’s responsibility.
- Sample Listing: Hamples will enable the Seller to list Samples & setup a Campaign on the Platform and show Samples to the Consumers in accordance with the terms of the Service Agreement.
- Audience Selection: Hamples may use its algorithms that match the targeted audience with the Samples. All Samples might not be visible to all users. The matching would be done automatically by the Platform and would be based on the Campaign objective & Seller brief.
- Campaign: A Campaign is set live, once the Samples are listed on Hamples Platform. The Samples would then be visible to all or part of Hamples Consumer base and segmented by various variables including gender, age, location, and consumer preferences for redemption. The Seller understands that Hamples cannot force Consumers to avail or redeem the Samples.
- Reviews & Rating: Hamples Platforms allow Consumers to rate the Samples & write their Reviews. By Default, these reviews would neither be published on the Platform nor be shared with the Seller unless it included in the service subscription package. The seller can anytime subscribe for the package to get the access of the reviews, but the contact details of the Consumer would not be shared in any scenario.
- Order Processing: The seller would be provided with the Campaign reports which would include the anonymous data (without the contact details of the Consumers) including the number of Views, Clicks, Orders, Details of Demographics etc. It should be noted that the Hamples will not share the contact details of the Consumer would not be shared in any scenario.
- Rejection Rights: Hamples reserves the continuing right to reject, revise, or discontinue any Sellers Offering, at any time and for any reason in Hample’s sole discretion, and to terminate the Sellers Offering and to remove all references to the Seller Offering and Voucher from the Platforms; and redirect or delete any URL used in connection with the Seller Offering.
Fulfillment Services - Physical Product Samples
Hamples Sampling activities are limited to Physical Samples that are shipped to and from Hamples (owned or assigned 3rd Party) fulfillment centers located, to be delivered to Customers in the same country.
- Shipping to Hamples Fulfillment Center: Seller will ship Physical Samples to us in accordance with applicable Program Policies. Seller will be responsible for all costs incurred to ship the Physical Samples to the fulfillment centers (including costs of freight and transit insurance) and Hamples will not pay any shipping costs. Seller is responsible for payment of all customs, duties, taxes, and other charges. In the case of any improperly packaged or labeled Physical Samples, Hamples may return the Physical Samples to Seller at Seller’s expense or re-package or re-label the Physical Samples and charge Seller an administrative fee.
3rd Party Carrier Service: In case, Seller wants Hamples to pick the products from Seller’s warehouse, Hamples will provide the assist the Seller with discounted shipping rates that Hamples may make available to Seller for certain carriers. For which, the Seller will be liable to pay for the service.
For any purpose, nor disclose such information to any third party, and Seller will protect such information as Hample's confidential information in accordance with the General Terms of this Agreement.
Title and risk of loss for any Physical Samples shipped using discounted rates provided by Hamples under this Section will remain with the Seller, and Hamples provision of such shipping rates will not create any liability or responsibility for Hamples with respect to any delay, damage, or loss incurred during shipment.
Seller authorizes the applicable carrier to provide Hamples with all shipment tracking information.
International Shipment to Fulfillment Center: If the Seller ship Physical Samples from outside the applicable Elected Country / State / Emirates to fulfillment centers, Seller will list itself as the importer/consignee and nominate a customs broker. Any permission needed to issue the Physical Samples in the country would be acquired by the Seller.
Storage of Samples: Hamples will provide storage services once receipt of delivery is confirmed. Hamples will keep electronic records that track the inventory of Physical Samples by identifying the number of Physical Samples stored in any fulfillment center. Hamples will not be required to physically mark or segregate Physical Samples from different Sellers (e.g., Physical Samples within the same category might same have standard identification number) stored in the same fulfillment center. The Seller agrees to pay the applicable fees described in the application as per the agreed terms. The Seller will be charged the Storage Fees beginning on the day (up to midnight) that the Physical Samples arrives at a fulfillment center and is available for fulfillment by Hamples (or in the case of any Unsuitable Physical Samples, the arrival day (up to midnight), until the earlier of the day (up to midnight) Hamples actually ship the Physical Samples to the Sellers designated return location or dispose of the Physical Samples.
Recall of Samples: In any scenario, the Seller or Brand wants to recall the Physical Samples from the fulfillment center or warehouse, it would be done by Hamples at a fee based on the volumes, shipping and efforts involved. Hamples doesn’t take the responsibility of recall of Physical Samples in transit or delivered to the Consumers.
- Shipping & Handling: As part of the fulfillment services, Hamples ship Physical Samples from its inventory of available Physical Samples to the shipping addresses in the valid customer orders or submitted by the Seller or the Brand as part of a Fulfillment Request.
Delivery Operations: Hamples will outsource last-mile delivery operations to one or more 3rd party logistics delivery companies.
Delivery Location: Consumers would be required to provide a shipping address for every order they place, but they would be given an option to either get the shipment delivered at the address provided or pick the shipment from the pick-up location (provided by Hamples Logistic Partner or Affiliates).
Single Shipments: It should be noted that in either case, the Consumer would be allowed to order multiple Physical Samples from Multiple Brands (including competitor Brands) in a single shipment. Hamples may ship Physical Samples together with Physical Samples availed from other Sellers, including any of Hample’s Affiliates & same category Physical Samples. Hamples also may ship Physical Samples separately that are included in a single Fulfillment Request.
International Shipments: If the Seller participates in export fulfillment services, Hamples will also ship the eligible Physical Samples (each, a "Foreign-Eligible Product") to Foreign Addresses within countries determined to be eligible for foreign shipments, subject to the additional terms on foreign shipments
Gift Wrapping: In case Seller wants their Samples to be Gift wrapped, Hamples would provide the service to the Seller at a cost.
Warehousing Fees: In the event, Hamples distribution facility receives Physical Samples or Physical Vouchers from Seller, and Seller does not complete Campaign Launch Form within 7 days of receipt, the Seller agrees to pay Hamples Warehousing & Handling Fee of USD $1000 per month on pro-rata basis. If the Seller has not completed Campaign Launch Form relating to the distribution of such Offers within 90 days of receipt, Hamples would refer to Section 31 of this agreement for resolution.
- Delivery Errors and Nonconformities; Recalls: The Seller will be responsible for any non-performance of the Physical Samples, non-delivery or missed delivery to the fulfillment center before the Campaign Launch. Seller & Brand are also responsible for any non-conformity or defect in, any public or private recall of, or safety alert of any of the products or other products provided by the same brand. It is Seller's responsibility to notify us promptly as soon as they have knowledge of any public or private recalls, or safety alerts of the products or other products provided by the same brand. In any scenario the Seller or Brand wants to recall the Physical Samples from the fulfillment center or from the Consumers, it would be done by Hamples at a fee based on the volumes, shipping and efforts involved.
- Hamples Platform and Services: Hamples has the right to determine, the design, content, functionality, availability and appropriateness of its websites, selection, and any Physical Samples or listing in the Hamples Platforms, and all aspects of each Service, including your use of the same. Hamples may assign any of these rights or delegate any of its responsibilities to its partners anywhere in the world.
- Guarantee & Warranty: If the Physical Samples provided included any Guarantee or Warranty, then it is Sellers responsibility to adhere to the terms promised, as per their company policies.
Fulfillment Services – Digital Samples or Services Samples (Restaurants, Gyms, Online Apps, eCommerce Website etc)
- Definition: In the case of Online and In-Store Services Samples, a Free service (for which the consumer is not required to pay) would be considered as a Sample. It should be noted that these Samples would be provided without any Spend X and Get Y Clause.
- Quantity of Services & Digital Samples: Hamples is authorized to promote up to the Maximum Number of Vouchers in multiple markets and on dates in its discretion. The Seller shall specify the Maximum Number of Vouchers and, if applicable and may increase either number in its discretion.
- Unavailability of Samples: In continuation to Clause 5, if the Samples constituting the Sellers Offering is no longer available, the Seller must always offer the Consumer to any Sample then offered by the Seller equivalent to at least the same value.
- Partial redemptions: If applicable, and if a consumer wishes to redeem partial Vouchers, the Seller has the right to handle such situations as per their policy.
- Delivery of Digital & Services Samples: Hamples would electronically share the Vouchers with the Consumer upon every successful checkout. It is up to Consumer to visit the store OR complete the Digital journey to redeem the issued Voucher. It should be noted that Hamples would not force the Consumer to redeem the Vouchers.
Returns & Disposals
It should be noted that the cost of Return or Disposal or Return would be borne by the Seller. Sellers would not have any right to pressurize (even legally) Hamples to share the data of the consumers to facilitate return or recall. It would be the sole decision of Hamples to involve in such activities.
- Return from Consumer: Since these are Sample Sizes, Hamples would recommend the Consumer to simply dispose of the Physical Samples.
- Brand Recall: In any scenario, the Seller or Brand wants to recall the Physical Samples from the warehouse or fulfillment centers or from the Consumers, it would be done by Hamples at a fee based on the volumes, shipping and efforts involved.
- Returns to You and Disposal: Hamples will receive Consumers' returns to its Fulfillment Center.
Returned or Not Redeemed Physical Products: All Physical Samples, including on termination of these FBH Service Terms. Returned or Not Redeemed Physical Samples will be either disposed or sent to your designated shipping address. It is Seller’s responsibility to direct Hamples to return or dispose of the Physical Samples.
Shipping to Seller: Hamples may, with notice, return Physical Products to the Seller, including upon termination of Campaign. Returned Units will be sent to Seller’s designated shipping address.
Abandoned Physical Products: The Physical Samples will be deemed abandoned and Hamples may elect to dispose of the Physical Samples as appropriate based on the inventory (e.g., by selling, recycling, donating, or destroying) and retain any proceeds Hamples may receive from the disposal if,
a). The designated shipping address Hamples has for the Seller is outdated or incorrect,
b). The Seller has not provided or, upon Hamples request, confirmed a designated shipping address
c). Hamples cannot make arrangements for the seller to pay for the return shipment,
Immediate Disposal: Hamples may dispose of any Unsuitable Physical Samples (and the Seller will be deemed to have consented to the action) immediately if Hamples determine that
a). The Physical Samples creates a safety, health, or liability risk to Hamples, our personnel, or any third party
b). The seller has engaged in fraudulent or illegal activity
c). Hamples has cause to terminate the Seller’s use of Services with immediate effect pursuant to breach of any clause of this
d). If the Seller fails to direct Hamples to return or dispose of any Unsuitable Physical Samples within seven (7) days after Hamples notify the Seller
e). If the Seller fails to direct Hamples to return or dispose of any Unsuitable Physical Samples within seven (7) days
f). The seller may, at any time, request to dispose of Physical Samples.
It should be noted that the Seller will reimburse for expenses incurred in connection with any Unsuitable Physical Samples.
Customer Service & Quality Control
It is Seller’s responsibility to provide all relevant information related to the Samples on Seller’s website & communication channels.
- Quality: Hamples may audit Sellers response times using various methods, including but not limited to, auto-dialers, call forwarding and pre-recorded calls. If Hamples, in its sole discretion, determines Sellers response times or the quality of service provided to purchasers is unsatisfactory, Hamples may terminate the Agreement and return unredeemed Voucher & Physical Samples.
- Hamples to Consumer: Hamples will have no obligation to provide Sample related information to the Consumer. At best Hamples will share the listed information to the consumer or ask the consumer to directly contact the Seller, in case the Consumer has any query.
Hamples will be responsible for all queries issues relating to Packaging, Handling and Shipment, and Returns, Refunds, and Adjustments related to Shipping Fee.
- Hamples to Seller: Hamples will have no customer service obligations other than to pass any inquiries to the Seller’s attention at the contact provided, and to make available a reasonable amount of information regarding the status of the fulfillment of your Sample if you request it and if and to the extent Hamples possess the requested information.
- Seller to Consumer: In situations where the information provided in the Sample Listing doesn’t match the Samples issues to the Consumer and it is concluded that it was caused by the Seller or any of Seller’s employees, agents, or contractors, the Seller will:
a). Provide a replacement Sample to the Hamples & Bear the cost of Shipping the in case of Physical Sample to Consumer
b). Compensate the Consumer with an equivalent gift in case of Digital Sample or In-Store Sample
Effect of Termination
- Term and Termination: This Agreement will continue in effect until terminated by either party in accordance with this Section (“Term”). Hamples is authorized to terminate this Agreement, at any time for any reason, upon written notice to Seller. Seller is authorized to terminate this Agreement upon seven (7) business days prior written notice to Hamples.
a). Post Termination, no new Samples from the Seller would be issued to the Consumers and all active Campaigns from the Seller would be terminated.
b). Termination of this Agreement will not in any way affect Seller’s obligation to honor any assigned Sample or Voucher according to the terms of this Agreement, including the obligation to honor the already assigned Voucher. Provisions in this Agreement that are intended to survive termination will continue in full force and effect after the Term.
c). 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 hereof which is expressly or by implication intended to come into or continue in force on or after such termination.
Marketing & Advertising
- Permission & Trademark Rights: Hamples is authorized to promote Samples on Seller’s behalf subject to the terms of this Agreement. The Voucher will evidence the Seller Offering and will be sent to the Consumer electronically once the Consumer avails the Samples. The Consumer will then redeem the Voucher with the Seller by presenting the Voucher in paper or electronic form. Seller is the issuer of the Vouchers and provider of the Seller’s Offering. During the Term, the Seller & Brand hereby grant to Hamples a limited, non-exclusive, non-transferable, royalty-free, worldwide license to use the Sellers & Brands Trademarks for the purpose of promotion.
- Marketing Activities: Hamples and its business partners may communicate with the Seller with regard to the promotion of Samples to increase awareness. This may include email, other communications, featured listings etc. Hamples may also solicit Seller's opinion for market research purposes.
- Post Sampling Activities: Sellers who would engage in Post sampling understand that Consumer data security would be the first priority for both the parties.
Miscellaneous Terms & Conditions
- Payment Terms: The seller agrees to pay Hamples the Fees set forth in the applicable Purchase Order before the start of the Campaign.
a). The Seller shall pay any and all taxes, however, designated or incurred, which are paid or payable as a result of or otherwise in connection with the transactions contemplated in this Agreement including, without limitation, federal, state or provincial and local, excise, sales, use, goods, and services, harmonized, value-added and any taxes or other amounts in lieu thereof, except for any taxes based on Hamples net income.
b). The Payment Terms are as set forth in the applicable Purchase Order. The Seller shall pay Hamples the Fees as required herein except in the case where Seller, acting reasonably and in good faith, has disputed an invoice in writing.
c). The Parties agree to discuss any disputed invoice including applicable adjustments, if any, and attempt to reach a resolution. Hamples may continue to perform all of its obligations under this Agreement notwithstanding the existence of a good faith dispute regarding the Fees.
d). Hamples reserves the right to stop all or part of Campaign till the time both parties don’t resolve the raised dispute. During this duration, Hamples would refer to Section 20.f of this agreement for resolution.
e). Hamples reserves the right to charge interest at 1.0% per month on any undisputed amounts past due.
- Insurance of Samples: Hamples would at all times maintain a valid 3rd party insurance for the stored Samples in its own facilities (limited to Warehouse, Fulfillment Center & owned last-mile delivery service). In the case of outsourced operations, Hamples would rely on the insurance facility provided by the outsourced partners as per the agreement between Hamples & its respective partner.
- Non-Circumvention: The Sellers agrees that during the term of this Agreement and for a period of one (1) year following the execution of this Agreement, the Seller shall not circumvent Hamples by attempting to communicate, enter into transactions, or otherwise do business with Hamples Network of Merchants, without the express written consent of Hamples. The Seller agrees to promptly notify Hamples of any attempt to communicate directly with Hample’s Network, or otherwise circumvent without written authorization.
- Proprietary Rights & Confidentiality: Hamples alone shall own all rights, title, and interest, including all related intellectual property rights, in and to Hamples Services and Hamples technology and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Seller or any other party relating to the technology or the Services.
a). This Agreement is not a sale and does not convey or transfer to Seller any rights of ownership in or related to the technology or the Service, or any intellectual property rights owned by Hamples.
b). The Hamples Services, API, and any Hamples data, including all Intellectual Property Rights (“Intellectual Property Rights” means all intellectual property rights including without limitation all copyright and all exclusive rights in all copyrighted and copyrightable works, all design rights and the right to apply for a registered design or similar protection, all rights in trademarks, business names and domain names, all patent rights, rights to invention, know-how, expertise and trade secrets all database rights an rights of whatsoever nature in computer software and data and all other similar economic and proprietary rights whether registered or unregistered, unloading any associated goodwill, in all parts of the world for the full term of such rights, including all renewals and extensions) therein, are and shall remain the property of Hamples. Hamples hereby grants Seller a non-exclusive, non-transferable, non-sub licensable, non-assignable license, during the term of this Agreement, to use the Hamples Services (including API) solely for the purposes of this Agreement.
c). Confidential Information (“Confidential Information” means all business, financial, commercial, legal, technical and non-technical information) being disclosed by one party to the other party (including but not limited to data, research, analyses, compilations, notes, studies, presentations, memoranda, business strategies, business plans, financials, investor information, product information, plans and pricing, marketing plans, customer information, and all documents derived from, containing or reflecting such information, as well as the potential existence of a potential collaboration, partnership and/or transaction between or facilitated by the parties and/or their affiliates) in which tangible Confidential Information is marked as “Confidential”, intangible Confidential Information is identified as such by the disclosing party to the receiving party at the time of disclosure, or in any case where information that a reasonable person would consider to be confidential given the nature of the information in question and the means of its delivery and/or disclosure shall be deemed as Confidential Information under the terms set forth in this Agreement. Confidential Information also includes contact information (names, email addresses, phone numbers and addresses) and other private data of, without limitation, any existing or prospective investor, partner, financial provider, lending corporation, bank, broker, agent, associate, client, supplier, borrower, consultant, manufacturer, or business contact, that is provided by the disclosing party. The parties agree that the identities of these contacts are valuable and exclusive contacts of the disclosing party shall remain the exclusive property of the disclosing party; it shall not use Confidential Information of the other party for any purpose except in furtherance of this Agreement. Confidential Information includes but is not limited to Merchants’ Information (including without limitation name of the merchant, location of the merchant and the merchant’s staff as well as data and the transaction volume, marketing and business plans, business, financial, technical, operational).
d). The Seller or any of its Affiliates shall not, at any time for any purpose, unless such approval is specifically granted in written form by the Hamples:
i). Directly or indirectly, initiate, solicit, negotiate, contract or enter into any business transactions, agreements or undertakings with Hamples Partners
ii). Seek to by-pass, compete, avoid or circumvent the disclosing party from any business opportunity by utilizing the Contacts or any Confidential Information or by otherwise exploiting or deriving any benefit from the Contacts or Confidential Information
iii). Each Party acknowledges and agrees hereby that in the event of any violation hereof, the affected party shall be authorized and entitled to obtain from any court of competent jurisdiction, preliminary and permanents injunctive relief towards such violation, which rights and remedies shall be cumulative and in addition to any other rights or remedies to which the Seller shall be entitled under law or under this Agreement.
- General Terms: Hamples alone shall own all rights, title, and interest, including all related intellectual property rights, in and to Hamples Services and Hamples technology and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Seller or any other party relating to the technology or the Services.
Warranty: Hamples represents and warrants that:
a). It will perform the Services with reasonable care and skill, and
b). The Services and the Materials provided by Hamples to the Seller under this agreement will not infringe or violate any intellectual property rights or another right of any third party.
Limitation of liability: The Sellers attention is specifically drawn to Hample’s limited liability to the lower of
a). AED 500.00 (five hundred Arab Emirates Dirhams) howsoever arising, per each domestic shipment
b). Fee paid by the Seller to Hamples
- Relationship of the Parties: The Parties acknowledge and agree that the Services performed by the Hamples, its employees, agents or sub-contractors shall be as an independent contractor and that nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency relationship or otherwise between the parties
- Notices: Any notice which may be given by a Party under this Agreement shall be deemed to have been duly delivered if delivered by hand, first-class post, facsimile transmission or electronic mail to the address of the other Party as specified in this Agreement or any other address notified in writing to the other Party. Subject to any applicable local law provisions to the contrary, any such communication shall be deemed to have been made to the other Party, if delivered by:
a). Registered courier, two (2) days from the date of posting
b). Hand or by facsimile transmission, on the date of such delivery or transmission; and
c). Electronic mail, when the Party sending such communication receives confirmation of such delivery by electronic mail.
- Governing Law & Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of England and Wales without regard to the conflict of laws provisions thereof. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the Arbitration Rules of the DIFC-LCIA Arbitration Centre, which Rules are deemed to be incorporated by reference herein. The number of arbitrators shall be one (1). The seat or legal place of arbitration shall be the Dubai. The language to be used in the arbitration shall be English.
- Force Majeure: Neither party shall be responsible for any failure to perform due to unforeseen circumstances or to causes beyond the party’s reasonable control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authorities, fires, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor or materials. In event of any such delay in delivery or payment, the party in delay may defer the performance date for a period equal to the time of such delay. Lack of liquidity by one party, shall not constitute a Force Majeure.
- Headings: The headings of the Articles of this Agreement are inserted only for the purposes of convenience and they shall not be construed as to affect the scope, meaning or intent of the provisions of this Agreement or any part or portion thereof, nor shall they otherwise be given any legal effect.
- Language: This Agreement shall be made in English. The said language shall be controlling in all respects. Any and all correspondence, documents or notices exchanged between the Parties and/or third party relating to this Agreement shall be in English only.
- Miscellaneous: This clause and the following clauses shall survive any termination of this Agreement, clauses 4, 5, and 9 shall each survive termination of this Agreement.
a). The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.
b). If any part, term or provision of this Agreement is held to be illegal or unenforceable neither the validity nor enforceability of the remainder of this Agreement shall be affected.
c). This Agreement may not be amended for any other reason without the prior written agreement of both Parties.
d). This Agreement constitutes the entire understanding between the Parties relating to the subject matter hereof unless any representation or warranty made about this Agreement was made fraudulently and, save as may be expressly referred to or referenced herein, supersedes all prior representations, writings, negotiations or understandings with respect hereto.
e). Neither Party shall be liable for failure to perform or delay in performing any obligation under this Agreement if the failure or delay is caused by any circumstances beyond its reasonable control, including but not limited to acts of God, war, civil commotion or industrial dispute or acts of the government or enactment of new laws or enforcement of any law. If such delay or failure continues for at least seven (7) days, the Party not affected by such delay or failure shall be entitled to terminate this Agreement by notice in writing to the other.
- Survival: In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.