Capitalised terms in this Agreement shall have the following meanings:
|Agreement||means this Services Agreement executed by and binding on the Parties;|
|Business Days||means a day (except Saturday, Sunday or public holidays) when banks in the UAE are open for business;|
|Confidential Information||has the meaning as defined in clause 10;|
|Effective Date||means the date as recorded by the Platform, on which the Business ‘accepts’ this Agreement and agrees to be legally bound to the terms hereunder;|
|Entrepreneurs||means registered Users who wish to browse or avail Services;|
|Intellectual Property||means and includes all copyrights, rights related to copyright such as moral rights and performers rights, patents, rights in inventions, rights to use and protect the confidentiality of Confidential Information (including, but not limited to know-how and trade secrets), trademarks, geographical indications, service marks, trade names, design rights, rights in get-up and trade dress, database rights, databases, domain names, business names, rights in computer software, typography rights, the right to sue for infringement, unfair competition and passing off, all similar rights of whatever nature wherever in the world arising, in each case:|
(i) whether registered or not,
(ii) including any applications to protect or register such rights,
(iii) including all renewals and extensions of such rights or applications,
(iiii) whether vested, contingent or future; and
(v) wherever existing.
|Licence||means valid and duly authorised, professional licence and/or permits required by the Business to provide the Services;|
|Listing Fees||means fees charged by The Hyfin from the Business for premium listing and sponsored listing;|
|Listing Term||means duration of time which the Business is listed on the Platform;|
|Party or Parties||The Hyfin and Business are individually referred to as a “Party” and collectively as “Parties” in this Agreement;|
|Platform||means the website of The Hyfin, with URL www.thehyfin.com;|
|Registration Documents||means the identification and registration documents and information submitted by the Business in order to register itself on the Platform;|
|Services||means the services offered, promoted and displayed through or on the Platform by the Business as specified in clause 2.5;|
|UAE||means United Arab Emirates; and|
|Users||any individual or business entity visiting, using or accessing the Platform.|
Registration on the Platform
- To be able to be listed on the Platform as Verified or Pending Verification Business, the Business should first be registered on the Platform.
- The Business shall provide the following Registration Documents to The Hyfin to complete registration:
- name of the Company;
- industry/sector it is operating in;
- contact details including social media platforms, mobile number and email;
- description of the Services offered by the Business; and
- the country and state the Business operates in.
- At the time of registration, the Business shall be prompted to accept or reject that it is fully licensed and authorised to perform the Services it declares on the Platform. If the Business accepts the Platform’s prompt, it warrants and confirms that it holds the valid Licence, authorisations and permits to undertake the Services, is willing to submit such documentation on the Platform for verification and this Agreement is conditional on the verification process conducted by The Hyfin.
- Pursuant to clause 2.3, The Hyfin shall tag the Business as follows:
- ‘Verified’ Business: The Hyfin has verified the Registration Documents submitted by the Business.
- ‘Pending verification’ Business: The Hyfin’s verification process is on-going and it may request the Business for additional verification documents.
- ‘Unverified’ Business: We have uploaded on the Platform, Business information that is publicly available on the internet however do not provide any guarantee for the truthfulness or accuracy of this information. In such case the Business shall have limited access and utilisation of the Platform.
- Complete Business profile: The Business has submitted all relevant details and information to complete its profile on the Platform.
- Incomplete Business profile: The Business has not submitted all relevant details and information required to complete its profile on the Platform.
- The Listing Term continues to be valid until terminated by either Party providing one (1) month prior written notice in accordance with clauses 7 and 10.
- All registration requests are subject to The Hyfin’s review, verification and approval. The Hyfin reserves the right to reject a registration at its sole discretion and without providing a reason.
- During the Listing Term, The Hyfin may request further information/documentation for ongoing verification purposes, as deemed necessary from the Business. Failure to provide such requested information/documentation shall result in the Business not being ‘verified’.
- Nothing in this Agreement shall prevent The Hyfin from registering and on-boarding other businesses providing Services that are similar to the Services provided by the Business.
- The Hyfin offers a free listing option and paid listing options. The paid listing options incurs monthly, quarterly or annual fee for listings. The Parties agree all and any Listing Fees paid under this Agreement are non-refundable in any circumstances.
- The Hyfin reserves the right to impose additional Listing Fees or amend the current Listing Fees with prior written notice of thirty (30) days to the Business. The updated Listing Fees shall automatically be applicable upon the expiry of such notice period.
- The Hyfin may impose restrictions and penalties with respect to late payments or non-payments by the Business. No liability for losses or damages shall be attributed to The Hyfin from, or in connection to such restrictions or penalties. The Hyfin further reserves the right to limit or downgrade the Business’s access to the Platform in case of non-payment for a period of seven (7) days or more.
- Payments made by the Business are not reversible and will be automatically charged per month commencing on the Effective Date.
- Upon termination of this Agreement for any reason whatsoever, The Hyfin shall not be responsible for reimbursement of payments of any kind to the Business. The Business waives all claims in this respect.
- The Business agrees to:
- adhere to applicable protocols, guidelines, laws and regulatory requirements in relation to providing Services;
- provide Services in a professional manner and with a high standard of care;
- not provide Services in any other manner than as stated in its description;
- provide Services using employees who are legally employed or contracted or licensed by the Business;
- provide Services within its licensed activities on the basis of the Licence provided to The Hyfin;
- be fully responsible for the information provided about the Service to be accurate and not misleading.
- The Hyfin reserves the right to:
- terminate this Agreement if the Service is deemed fraudulent, inappropriate or in breach of the terms of this Agreement;
- have access to information on communications between the Business and Entrepreneur or User to the extent it is investigating a breach of this Agreement; and
- use the details of the Business or Services (including any marketing or promotional material) for promotional and advertising purposes.
- The Hyfin may take up to seven (7) Business Days to approve the acceptability of the Services prior to posting it on the Platform.
- In the event that any claims or disputes arise between the Entrepreneurs or Users and the Business, these must be resolved between the Entrepreneurs or Users and the Business outside the Platform. The Hyfin must be notified of such disputes
Undertakings of the Business
- The Business hereby undertakes to:
- when requested, provide authentic and valid documentation to The Hyfin at all times;
- not utilise the Platform for any other purpose other than agreed under this Agreement;
- not influence, coerce or solicit Entrepreneurs or Users or potential Entrepreneurs or potential Users away from the Platform, whether directly or indirectly; and
- not list Services that encourage illegal activities, discrimination, promote hatred, or are religiously or ethically derogatory.
- Any breach of clause 5.1 above by the Business shall amount to a material breach of this Agreement.
Acknowledgments, Representations and Warranties
- Each Party represents, warrants, and covenants to the other Party that it has the right, power, and authority to enter into thisAgreement and the performance of any of its obligations will not conflict with, or result in a breach of the terms, conditions, or provisions of, or constitute a default under, any contract, covenant, instrument or law under which such Party is obligated.
- The Business represents that it has the necessary skills, qualifications and experience to provide Services. The Business represents all information provided to The Hyfin is true and correct in all respects and is not misleading.
- The Hyfin makes no representations regarding the volume of Entrepreneurs or number of interactions the Business may conclude with Entrepreneurs or Users on the Platform.
- The Hyfin cannot ensure Entrepreneurs will complete a transaction or hold any responsibility for non-payment by Entrepreneurs.
- The Business agrees to be listed on the Platform at the Effective Date, subject to clause 4.3.
Termination or De-listing
- The Hyfin reserves the right to unilaterally terminate this Agreement or de-list the Business immediately with or without notice in the following events:
- the Business is, or The Hyfin reasonably believes the Business is in material breach of this Agreement; or
- upon receiving multiple negative complaints from Entrepreneurs regarding the overall client experience and poor ratings in client satisfaction and community feedback surveys that may be conducted by The Hyfin from time to time.
- Effects of termination:
- The following clauses shall cause termination of this Agreement: Clause 8 (Intellectual Property), Clause 9 (Limitation of Liability), Clause 10 (Notices), Clause 11 (Confidentiality), and Clause 20 (Governing Law and Dispute Resolution).
- The termination of this Agreement shall be without prejudice to any accrued rights of The Hyfin up to such date of termination.
- The Hyfin reserves the right to cancel the Business’s subscription to the Platform for any reason without any liability for incurred losses or damages arising from the termination.
- The Business shall not be entitled to any damages, compensation or indemnification as a result of termination or de-listing of this Agreement and waives all claims in this respect.
- The Business shall use selected Intellectual Property of The Hyfin with the prior written consent of The Hyfin for promotional activities, provided the Parties have agreed to the social or digital media posts in advance.
- Notwithstanding anything else in the Agreement, Business hereby grants The Hyfin all rights, Licences, and permissions to use, market, and advertise its logos, trademarks and tradenames of, or relating to the Business on the Platform or, The Hyfin’s social or digital media.
- Except as expressly agreed in this Agreement, no Intellectual Property rights of either Party shall be transferred or licensed as a result of this Agreement.
- The Business understands and agrees that its sole remedy in case it wishes for The Hyfin to cease using any of its intellectual property, is a request to The Hyfin to cease usage. The Business waives any additional claims against The Hyfin in this regard.
Limitation of Liability
- The Business acknowledges The Hyfin cannot guarantee that the Platform will be error-free or bug-free and The Hyfin will continue to use best efforts to keep the Platform updated and maintained. In the event any Platform discrepancies or issues arise to the attention of the Business, the Business shall immediately notify The Hyfin in writing of any discrepancies or issues.
- The Hyfin shall not be responsible or liable for any circumstances arising beyond its reasonable control that prevent the Business from accessing or using the Platform. Once notified of any issue, The Hyfin will use its endeavours to resolve any impending issues within its direct control.
- Business shall indemnify, keep indemnified and hold harmless The Hyfin (its affiliates, subsidiaries, employees and shareholders) from and against any losses, claims, damages, liability, costs and expenses arising in connection with the Services provided to Entrepreneurs or Users, or as a result of a breach of this Agreement or infringement of any third-party rights, including any Intellectual Property rights, publicity, confidentiality, property or privacy right.
- Neither Party shall be liable for any indirect, incidental, consequential or punitive damages of any nature whatsoever, in connection with this Agreement.
- For the purposes of this Agreement, any notice addressed by either Party to the other is valid if issued in writing, by email, to the contact information provided by one Party to the other at the time of registration. A Party receiving any notice hereunder is obligated to confirm and acknowledge receipt in writing by email to the other Party. Either Party may change its contact details by providing written notice of such change to the other Party.
- It shall be the responsibility of the issuer of the notice to ensure that the recipient receives it and the issuer is able to confirm delivery and receipt. Failing successful delivery by email, the issuer may opt for hand delivery or courier service or delivery to alternative, verified email.
- not to disclose to any third party or use for any purpose, or reason whatsoever, in any manner, any Confidential Information without the consent of such disclosing party except as may be required by any law or regulation;
- to exercise such standard of care as applicable to a professional of similar nature and as may be prescribed under relevant Licences in handling Confidential Information;
- not to use Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Agreement;
- includes any information (including any proposal to act) produced or created by the Parties in connection with the Agreement; but
- excludes information, which is disclosed in compliance with any law or a court order, provided that the receiving Party gives the disclosing Party reasonable notice of the intended disclosure under this provision and allows the disclosing Party opportunity to defend and/or attempt to limit the disclosure; excludes information available in the public domain or information that was disclosed to the receiving Party in a legal and valid manner or information that was already known and in the possession of the receiving Party prior to the date of this Agreement.
- Except to the extent approved in writing by both Parties, the Parties shall:
- not disclose Confidential Information to any person other than either Party’s designated officers, employees, directors, advisors, agents and other representatives (collectively referred to as “Party Representatives”) who are directly involved in the Agreement and have been notified to each Party as being involved in the Agreement;
- ensure that the Confidential Information is disclosed to as small a number of the Party Representatives as is appropriate having regard to the Services and only after making them aware of the confidential nature of the information;
- take reasonable security measures, and use care to preserve and protect the secrecy of, and to avoid disclosure or use of, the Confidential Information;
- immediately advise the other Party in writing of any unintended disclosure, misappropriation or misuse by any person of the Confidential Information in breach of this Agreement as soon as it comes to the attention of either Party;
- use the Confidential Information only for the purposes agreed between the Parties; and
- ensure that the respective Party Representatives comply with the Party’s obligations under this Agreement and do not do anything to adversely affect this Agreement.
- The Parties confirm that at the Effective Date, neither Party nor its Party Representatives are part of any international or national sanctions list Listing Term of this Agreement, if either Party becomes aware or is notified that any international or national sanctions list or the provisions of the United States Foreign Corrupt Practices Act are applicable to them or their Party Representatives, then such Party will immediately notify the other Party in writing.
The covenants contained in this Agreement which, by their terms, require performance by the Parties after the expiration or termination of this Agreement shall be enforceable notwithstanding expiration or other termination of this Agreement for any reason whatsoever.
This Agreement may be assigned by The Hyfin without the prior written notice to the Business. The Business shall not assign, sub-contract, share, transfer, sell, adapt or otherwise deal, part with, or dispose of its interest in this Agreement or any part of it.
This Agreement and documents referred to in it sets out the entire agreement and understanding between the Parties with respect to the subject matter of it. This Agreement supersedes all prior discussions and correspondence with respect to the subject matter of it which will not have any further force or effect.
Nothing in the Agreement will be deemed to constitute a partnership, agency or employment between the Parties or entitle any Party to commit or bind the other Party in any manner. The Parties agree The Hyfin shall only facilitate the Business to display, promote and showcase its Services including connecting with Entrepreneurs and Users and to such extent the Business shall be considered as an independent contractor.
If any provision of this Agreement is void or is so declared, such provision shall be severed from this Agreement, and the remainder of the Agreement shall otherwise remain in full force and effect.
Waiver of Rights
The waiving of any provision of this Agreement will not be interpreted as a waiver of any other provision of the Agreement. No waiver will be valid unless it is made in writing and signed by the Party that may waive the relevant right. No failure to exercise, or any delay in exercising, any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy.
If legal proceedings are required to enforce any provision of this Agreement, the prevailing Party shall be entitled to an award of reasonable and necessary expenses of formal dispute resolution, including reasonable attorney fees.
Governing Law and jurisdiction
- This Agreement shall be governed by the laws of the UAE.
- Any dispute, controversy, difference or claim arising out of or in relation to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it, shall be first sought to be amicably resolved by the Parties.
- If the dispute, controversy, difference or claim is not amicably settled between the Parties, it may be referred to binding arbitration by three (3) arbitrators under the rules of Dubai International Arbitration Centre, conducted in the English language, with its seat of arbitration in Dubai, UAE.
Last Updated in June 2023.