“Agreement” means this Supplier Agreement.
“Business Day(s)” means any day, which is not a Friday or Saturday, or a public holiday in the United Arab Emirates.
“Effective Date” means the date of this Agreement as set forth in the Agreement Particulars.
“Force Majeure Event” means in relation to either Party, any circumstances beyond the reasonable control of that Party (including, without limitation, any act of God, strike, lock-out, other form of industrial action, act of war, explosion or civil commotion, fire or flood);
“Monthly Newsletter” means a monthly newsletter featuring suppliers and shall be sent to Customers on a monthly basis through the Supplier’s email.
“Off-Portal” means transactions which shall not be carried out through the Portal.
“Portal” means www.exploreTECH.io, the on-line portal-marketplace developed by ET from which the Supplier will access the Services.
“Services” means the features and benefits related to the Portal to be provided by ET subject to Suppliers selected Tier Package.
“Territory” means the United Arab Emirates, or any other jurisdictions ET may, in its sole discretion, expand to in the future.
“Tier(s)” means the basic, enhanced and premium tiers offered to suppliers by IOC with different features and benefits determined by the corresponding Subscription Fee.
“Trade Marks” means the trademarks, trade names, tag lines and/or logos of ET.
- SCOPE OF THE AGREEMENT
- The Portal is intended to provide a platform that offers customers options to review, compare, select and connect with all categories of technology software offered by suppliers specifically for the purposes of hospitality, travel and tourism.
- Customers may pursue the software options provided by suppliers and issue a Request for Information (RFI’s) and/or a Request for Proposals (RFP’s) through the Portal to the suppliers who the Customer chooses to include in its distribution/invitation list.
- ET shall only facilitate the Customer’s issuance of RFI’s and RFP’s and shall be not involved in any subsequent discussions, agreements or transactions beyond providing suppliers the RFI’s and RFP’s through the Portal.
- Supplier must choose the tier which each provide corresponding Services depending on the tier (“Tier Package(s)”), and a subscription payment option as set out in Clause 5. Payment shall commence pursuant to the payment terms for each option.
- No funds shall be exchanged between Supplier and Customers through the Portal. The Customer shall make payments directly to Supplier outside of the Portal. IOC is not liable for:
- any actions or obligations of Supplier or Customer;
- who the Customer chooses to appoint as its supplier;
- any contractual or commercial terms of agreements between Supplier and Customer; or
- failing to provide agreements between the Supplier and Customers. Supplier is required to provide its own agreements and sign such agreements separately between Supplier and Customer.
- IOC has the right to modify the Services, including the features and benefits of each Tier, subject to review and amendment from time to time and Supplier and Customers shall be bound by such terms which shall be posted on the Portal.
- OBLIGATIONS OF SUPPLIER
- The Supplier shall:
- pay all subscription fees owed to IOC through the Portal;
- provide information about Supplier’s products and services (“Supplier Information”), as set out in Schedule A, within ten (10) days of Effective Date;
- provide content for the Monthly Newsletter when it is the Supplier’s assigned slot on ET’s posting schedule. If Supplier does not submit content per the schedule provided by ET, Supplier forfeits its rights to be featured in the Monthly Newsletter and must wait until the next available scheduled Monthly Newsletter to be featured. Missed postings due to Supplier’s failure to provide content does not carry forward to the next post;
- provide content for social media. If Supplier does not provide content per the schedule provided by ET, Supplier forfeits its right to be featured on ET’s social media platforms and must wait until the next availability in the social media posting schedule. Missed postings due to Supplier’s failure to provide content does not carry forward to the next post;
- respond in a timely manner to communications sent through the Portal, including without limitation, messages sent by ET to Supplier notifying Supplier of Monthly Newsletter and social media content due dates. Supplier shall send the requested content to ET by email.
- Directly respond in a timely manner to any communication by Customers through the Portal in the event Supplier receives Customer’s RFI’s and RFP’s; and
- If any agreements are made with a Customer, enter into such agreements and payments “Off-Portal”, in separate agreements provided by the Supplier or Customer, without the involvement of ET and IOC.
- OBLIGATIONS OF IOC
- IOC shall:
- Provide the Portal and Services provided that the subscription payments are current;
- Review and complete the Supplier Information provided by Supplier to the dedicated page for the Supplier on the Portal prior to ET publishing supplier’s content on portal;
- Provide Features as set out in the Supplier’s selected Tier in Schedule A;
- Provide prior notice to Supplier by communications through the Portal of the timeline schedule for content submission for Monthly Newsletter and social media content; and
- Provide the timeline and schedule for the Monthly Newsletter and social and media content submission by Supplier.
- SUBSCRIPTION FEES AND PAYMENT
- The Supplier shall pay monthly subscription fees, in advance, as set out in the Agreement Particulars (“Subscription Fees”), with the first month payable upon the Effective Date.
- The first payment shall be made within seven (7) days of the Effective Date by credit/debit card payment through the Portal. Subsequent Subscription Fees shall be payable automatically by credit/debit card through the portal on the due date].
- SUSPENSION OF SERVICES
- If the Subscription Fee is not paid within seven (7) days of the due date, the Supplier shall receive a notice of default from the Portal (“Default Notice”). If Supplier doesn’t pay after an additional seven (7) days, access to the Portal and Services shall be suspended until the outstanding Subscription Fee due is paid to reinstate access to the Portal and Services. Suspension of the Services shall not release Supplier of its payment obligations under this Agreement and such suspension of Services shall constitute a breach of this Agreement.
- Supplier shall forfeit the period of time during suspension of the Services and such time shall not be added to the duration of the Term.
- In the event that Supplier fails to pay the due Subscription Fee within thirty (30) days from the date of the Default Notice, this Agreement will be terminated and Supplier shall be blocked from future access to the Portal.
- INTELLECTUAL PROPERTY RIGHTS
- Intellectual Property Rights of Supplier
The Intellectual Property Rights in the Supplier’s software are, and shall remain, the property of the Supplier, and the Supplier reserves the right to grant a license to use such Supplier Software to Customers or any other parties.
- Intellectual Property Rights of IOC:
IOC and ET licensors retain all right, title, and interest in and to all Intellectual Property Rights related in and to the Portal and the Services. The ET logo and names are trademarks of IOC and are registered in the Territory. Supplier must not reverse assemble or reverse compile or directly or indirectly allow or cause a third party to reverse assemble or reverse compile the whole or any part of the Portal or the Services. Supplier shall not conduct, facilitate, authorise or permit any text or data mining or web scraping in relation to www.exploreTECH.io (the Website) or any services provided via, or in relation to, the Website. This includes using (or permitting, authorising or attempting the use of): (a) Any "robot", "bot", "spider", "scraper" or other automated device, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of the Website or any data, content, information or services accessed via the same; (b)Any automated analytical technique aimed at analysing text and data in digital form to generate information which includes but is not limited to patterns, trends and correlations.
Subject to Supplier’s compliance with this Agreement, IOC grants Supplier a non-exclusive, non-sublicensable, revocable, non-transferable license to access and use the Portal. All rights not expressly granted in this Agreement are reserved by IOC. The license granted in this section is conditioned on Supplier’s compliance with this Agreement. Supplier’s rights under this section will immediately terminate if, in the sole judgment of IOC, Supplier has breached any provision of this Agreement.
- ASSUMPTION OF RISK; RELEASE
Supplier knowingly and freely assumes all risk when using the Portal and Services. Supplier voluntarily agrees to release, waive, discharge, hold harmless, defend, and indemnify IOC and its stockholders, officers, directors, employees, agents, affiliates, consultants, representatives, sublicensees, successors, and assigns (collectively, the “IOC Parties”) from any and all claims, actions, or losses for bodily injury, property damage, wrongful death, emotional distress, loss of privacy, or other damages or harm, whether to Supplier or to third parties, that may result from Supplier’s use of the Portal and the Services.
- NO WARRANTIES
IOC expressly disclaims any and all warranties, express or implied, regarding the Portal and the Services, arising by operation of law or otherwise, including without limitation any and all implied warranties of merchantability, fitness for a particular purpose, non-infringement, no encumbrance, or title, in addition to any warranties arising from a course of dealing, usage, or trade practice. IOC does not warrant that the Portal and/or the Services will meet Supplier’s requirements, or that the operation of the Portal and/or Services will be uninterrupted or error-free. IOC disclaims all implied liability for damages arising out of the furnishing of the Portal and/or the Services pursuant to these Terms, including without limitation, mistakes, omissions, interruptions, delays, tortious conduct, errors, representations, or other defects arising out of the failure to the furnish the Portal and/or the Services, whether caused by acts of commission or omission, or any other damage occurring. IOC shall not be liable for any indirect, incidental, special, consequential, or punitive damages (including without limitation damages for lost profits or lost revenues), whether caused by the acts or omissions of IOC, IOC Parties or their agents or representatives.
- LIMITATION OF LIABILITY
In no event shall IOC or IOC Parties be liable to Supplier for any claims arising from commercial and/or contractual terms, transactions and agreements made between Customer and Supplier, including without limitation for special, incidental, or consequential damages, lost profits, lost data or confidential or other information, loss of privacy, costs of procurement of substitute goods or services, failure to meet any duty including without limitation of good faith or of reasonable care, negligence, or otherwise, regardless of the foreseeability of those damages or of any advice or notice given to IOC and/or IOC Parties arising out of or in connection with any commercial and/or contractual terms, transactions and agreements made between Customer and Supplier. This limitation shall apply regardless of whether the damages arise out of breach of contract, tort, or any other legal theory or form of action. Supplier agrees that this limitation of liability represents a reasonable allocation of risk and is a fundamental element of the basis of the bargain between IOC and Supplier. The Services would not be provided without such limitations.
- SUPPLIER REPRESENTATIONS AND WARRANTIES
- Supplier is responsible for providing accurate information related to its services and products. In this respect, Supplier agrees to indemnify, defend and hold harmless IOC and/or IOC Parties from and against all liability, claims, actions, causes of action, suits, demands, damages, judgments, costs, losses and expenses, including reasonable attorney's fees, to which IOC and/or IOC Parties may be subject.
- INDEMNITY BY SUPPLIER
- Without limiting any indemnification provision of the terms of this Agreement, Supplier (the “Indemnitor”) agrees to defend, indemnify, and hold harmless IOC and IOC Parties (collectively, the “Indemnitees”) from and against any and all claims including but not limited to legal costs and fees, and providing sole and exclusive control of the defense of any action to IOC, including the choice of legal counsel and all related settlement negotiations, arising out of or relating to: (i) the relationship between Supplier and IOC, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory; (ii) Supplier’s breach of these Terms, including without limitation any representation or warranty contained in these Terms; (iii) Supplier’s access to or use of the Services; (iv) Supplier’s provision to IOC or any of the Indemnitees of information or other data; (v) Supplier’s violation or alleged violation of any foreign or domestic, international, federal, state, or local law or regulation; or (vi) Supplier’s violation or alleged violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights.
- The Indemnitees have the right, but not the obligation, to participate through counsel of IOC’s choice in any defense by Supplier of any claim as to which Supplier is required to defend, indemnify, or hold harmless any, the Indemnitee. Supplier may not settle any claim without the prior written consent of IOC.
- TERM AND TERMINATION
- The initial Term of this Agreement is set out in the Agreement Particulars.
- IOC shall have the right to terminate this Agreement with immediate effect if:
- Supplier fails to remit any payment due to IOC under this Agreement and remains in default after receiving the Default Notice and failing to make a payment within thirty (30) days of such notification; or
- With immediate effect if the Supplier breaches any provision of this Agreement.
- On termination of this Agreement for the reasons set out in Clause 14.2, Supplier shall be payable for outstanding and remaining payments for the duration of the Term.
- Either Party may immediately terminate this Agreement if either of the Party is dissolved, wound up or goes into liquidation.
- On termination of this Agreement any reason, the Supplier shall:
- immediately pay any outstanding unpaid invoices due to IOC/ET up to the termination date; and
- no longer have access to the Portal and the Services.
Any notice to be given under this Agreement shall be in writing and delivered, emailed, faxed or delivered by a courier service addressed to the Party to whom it is to be given at the address set out in the Agreement Particulars and such notice shall be deemed to have been given on the day of delivery or on the day it is faxed or emailed, or on the third (3rd) business day after delivery by a courier service, as the case may be. Notice of change of address may be given by either Party in the same manner.
IOC may assign any part or all of this Agreement to third parties without Supplier’s prior written consent. Supplier may not assign this Agreement to any of its affiliates without the prior written consent of IOC, which shall not be unreasonably withheld.
- FORCE MAJEURE
- If a Force Majeure Event occurs in relation to either Party which affects or may affect the performance of any of its obligations under this Agreement, it shall forthwith notify the other Party as to the nature and extent of the circumstances in question.
- Neither Party shall be deemed to be in breach of this Agreement, or shall otherwise be liable to the other, by reason of any delay in performance, or the non-performance, of any of its obligations under this Agreement, to the extent that the delay or non-performance is due to any Force Majeure Event of which it has notified the other Party, and the time for performance of that obligation shall be extended accordingly.
- If the performance by either Party of any of its obligation under this Agreement is prevented or delayed by a Force Majeure Event for a continuous period in excess of ninety (90) days, the Parties shall negotiate in good faith and use their best endeavours to agree upon such alternative arrangements as may be fair and reasonable with a view to alleviating its effects.
- Each Party hereby represents and warrants to the other party that:
- It has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and has been fully authorized by all requisite corporate actions to do so;
- It will perform its obligations under this Agreement in compliance with all applicable and enforceable laws, ordinances and regulations and will obtain and maintain in full force and effect, any permits, licenses, consents, approvals and authorizations necessary for the performance of its obligations hereunder; and
- It will provide such cooperation as the other Party reasonably requests in order to give full effect to the provisions of this Agreement.
- ENTIRE AGREEMENT
This Agreement together with all Schedules constitute the complete and final agreement of the Parties pertaining to the understanding herein and supersede the Parties’ prior agreements, understandings and discussions relating to the contents of this Agreement.
No modification or amendment to this Agreement shall be effective unless made by an instrument in writing, which specifically identifies this Agreement and is executed by each Party hereto.
- If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
- If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
- RELATIONSHIP BETWEEN IOC AND THE SUPPLIER
IOC is not and shall not, directly or indirectly, be a party to any relationship between the Supplier and Customers. IOC has not reviewed and is not a party to any commercial and/or contractual terms between Suppliers and Customers and disclaims all liability with respect to the same.
- GOVERNING LAW AND JURISDICTION
This Agreement is governed by and construed in accordance with the laws of the Dubai International Financial Centre (DIFC). Any disputes arising from this Agreement shall be finally settled by the DIFC Courts, and where applicable, a Party may submit a claim to the Small Claims Tribunal.