This E-Service Agreement (Agreement) is entered into on the Effective Date (as defined below) by and between you as the Partner (as defined below) and Hayya (as defined below).
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. DEFINITIONS AND CONSTRUCTION
1.1. Definitions
In this Agreement:
Acceptance Agreement means an acceptance agreement by executing which the Parties become bound by the terms and provisions of the Agreement. The Acceptance Agreement shall be an integral part of the Agreement.
Additional Services means services (if any) additional to the transportation of passengers and/or baggage by taxi.
Affiliate means in relation to any person, any other person directly or indirectly Controlled by, or Controlling of, or under common Control with, that person.
Confidential Information means all non-public, confidential, or proprietary information of a Party, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by one Party to the other Party, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as «confidential», in connection with this Agreement, each of the Parties and their business, including the Agreement itself and the fact that it has been executed by the Parties.
Control means in relation to a company (whether directly or indirectly, through one or more companies and whether by the ownership of share capital, the possession of voting power, by contract or otherwise):
(a) beneficial ownership with respect to more than 50% of the economic interests in that company (via trust or otherwise) while a third party (whether in a capacity of a trustee or otherwise) does not satisfy any of the tests in items (a)-(e) below in respect of such company; or
(b) the ownership or control (directly or indirectly) of more than fifty per cent (50%) of the voting share capital of that company; or
(c) the ability (whether in law or fact) to direct the casting of more than fifty per cent (50%) of the votes exercisable at general meetings of that company on all, or substantially all, matters; or
(d) the right to appoint or remove (or the ability to direct the appointment or removal of) directors of that company, holding a majority of the voting rights at meetings of the board on all, or substantially all, matters; or
(e) the right to appoint or remove (or the ability to direct the appointment or removal of) the sole executive body of that company and/or majority of members of the collective executive body holding a majority of the voting rights at meetings of such collective executive body on all, or substantially all, matters; or
(f) any other right or ability, whether or not documented or evidenced by any of the abilities in (a)-(e) above, to exercise a dominant influence over that company (for example, by having the power to give, or by actually giving, directions with respect to its operating and financial policies, with which its directors are obliged to comply), and Controlled, Controlling, or under Control shall be construed accordingly.
Country Terms means the additional terms and conditions (as amended from time to time) available in the Service for Partners which shall be incorporated into this Agreement by way of reference and constitute an integral part of this Agreement. The Country Terms may change, supplement, and/or disapply any provision of the Agreement. The Country Terms (as amended or restated) shall be binding upon the Parties immediately after they have become available in the Service for Partners.
Data Processing Agreement means the Data Processing Agreement available at https://hayya.ae/dpa_hayya which shall be incorporated into this Agreement by way of reference and constitute an integral part of this Agreement.
Driver means an individual who (i) in Hayya’s opinion is an employee, agent or contractor of the Partner, (ii) has all licenses and/or permissions required by the Law to operate the Vehicle and perform the Transfer and (iii) is actually capable of driving the Vehicle at all relevant times during the Transfer.
Effective Date means the date on which (i) this Agreement as made available at https://hayya.ae/saas has been accepted by the Partner by way of execution of the Acceptance Agreement and (ii) the Operational Agreement has been entered into by the parties thereto.
Electronic Notice means an electronic notice sent by one Party to the other Party: (i) in the Service for Partners and/or (ii) to a Party’s e-mail address specified in the Acceptance Agreement (if to the Partner) and in Clause 16.2 (if to Hayya).
E-Service means electronic informational services provided by Hayya to the Partner in the Emirate of Dubai, United Arab Emirates, for a fee subject to the terms and conditions hereof through the Service for Partners enabling the Partner to have access to the Service and manage the Transfer.
E-Service Fee means a fee payable by the Partner to Hayya for the provision of the E-Service upon the terms and conditions hereof.
Event of Force Majeure means an event that occurred after the date hereof and which is evidenced by a certificate issued by a competent regulatory authority, including any federal, state, or local agency, EU, US and/or UN institution, or similar organization in the relevant jurisdiction (Certificate of Force Majeure) determining: (i) that such event is of an external nature, (ii) it could not have been foreseen or prevented by any of the Parties, and (iii) that it renders performance of this Agreement impossible at all or for the relevant time.
Governmental Authority means any federal or local authority, any ministry, department or political subdivision thereof, and any person exercising executive, judicial, regulatory or administrative functions of, or pertaining to, government (including any independent regulator) or any other governmental entity, instrumentality, agency, authority, corporation, committee or commission under the direct or indirect control of a government, and for the avoidance of doubt includes any court or competent authority or tribunal. The references to a competent Governmental Authority shall mean a Governmental Authority that has jurisdiction over a Party or matter concerned.
Hayya means HAYYA TAXI L.L.C, a limited liability company duly registered under the laws of the United Arab Emirates at 122-0, Warba Centre, Al Murqabat, Dubai, United Arab Emirates, license number 1239182.
Law means all federal and local laws, regulations, decrees, directives, statutes, subordinate legislation, common law and civil codes of the United Arab Emirates, all judgments, orders, notices, instructions, circulars, decisions and awards of any competent Governmental Authority and all codes of practice having force of law, statutory guidance and policy notes, in each case to the extent applicable to the Parties or any of them, as the context requires, existed at the relevant time in the United Arab Emirates.
Net Transfer Fee means the Transfer Fee less the E-Service Fee and any other amount payable by Hayya to the Partner as any set-off and/or deduction permitted hereunder.
Partner means a company which has become a Party hereto following the execution of the Acceptance Agreement.
Parties mean the Partner and Hayya, and a Party means each of them.
Personal Details means any the of following details of an individual: (i) phone number, (ii) e-mail address, (ii) travel routes and other personal data as defined in the Data Processing Agreement and/or the Law.
PIM means promotional and informational materials related to the Service which may be placed inside and/or outside the Vehicle.
Registration means a registration by the Partner for the purpose of getting access to the Service for Partners by the provision by the Partner of documents and information in the form and substance satisfactory to Hayya.
Reporting Period means a period of time which starts on the first day and ends on the last day of the relevant calendar month. The first Reporting Period shall be a period of time from the Effective Date until the last day of a relevant calendar month. The last Reporting Period shall be a period of time from the first day of the relevant calendar month until the date of expiration, repudiation, or termination of the Agreement.
Request means the request for the Transfer made by the User through the Hayya mobile application or another application authorized to distribute Hayya’s ride-hailing services in Dubai, United Arab Emirates.
Service means ride-hailing electronic services and infrastructure provided and held by Hayya and/or its Affiliates through the Service for Partners and other services, websites and interrelated support service systems, which may be updated, or modified from time to time by Hayya acting at its sole discretion. Any reference to the Service includes a reference to any and all parts and functions of the Service.
Service for Partners means a part of the Service available to the Partner at https://fleet.yango.com/ after the Registration has been completed by the Partner.
Statistical Data means Hayya’s automated systems data, which may contain data for the calculation of the amount of the E-Service Fee and any other data relating to the performance of the Agreement, in each case available in the Service for Partners.
Supervision means activity performed by Hayya at its absolute discretion to evaluate the Partner’s compliance with the terms and conditions of the Agreement.
Tariff means the tariff used to calculate the Transfer Fee as available at https://hayya.ae/tariff.
Transfer means (i) transportation of passengers and/or baggage in the United Arab Emirates by taxi and (ii) the Additional Services (if applicable).
Transfer Fee means the price of the Transfer due from the User in connection with the Request.
User means an individual who has unconditionally accepted the terms and conditions of the Terms of Use available at https://hayya.ae/terms_of_use.
Vehicle means a motor vehicle operated by the Driver to perform the Transfer.
1.2. Construction
1.2.1. In this Agreement, unless the contrary intention appears, a reference to:
(a) any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall in respect of any jurisdiction other than England be deemed to include that which most nearly approximates in that jurisdiction to the English legal term. If any term or expression, whether capitalised or not, is not defined in the Agreement, and its meaning cannot be ascertained from the generally accepted plain meaning of this term or expression in the English language, the following sources shall be used in the following order to ascertain its meaning: (i) the general context of the Agreement, (ii) established (commonly used) on the Internet or (iii) the laws of England and Wales;
(b) the Agreement shall include such reference to the Agreement, the Data Processing Agreement and any amendments, schedules, supplements, annexes to any of them which may be executed by the Parties from time to time, which jointly form an integral part of the Agreement. A reference to any document (including the Agreement) or a provision of any document includes such document or provision thereof as amended or supplemented in accordance with its terms, and whether or not such other document or provisions thereof is or becomes ineffective for any reason;
(c) a company includes any corporate body;
(d) a Party or any other person includes its successors in title, permitted assigns and permitted transferees;
(e) a person shall include a reference to any individual, firm, company or other body corporate, an individual’s executors or administrators, the Governmental Authority, unincorporated association, trust or partnership (whether or not having separate legal personality), and shall include a Party’s Affiliate but shall not include a reference to the Parties and their respective employees and officers;
(f) a Section, Clause, or paragraph shall be a reference to a section, clause, or paragraph of the Agreement;
(g) writing or written and similar expressions shall include any modes of reproducing words in any legible form on paper (including attaching a scanned version of an executed written document to a mesaage sent as the Electronic Notice); and
(h) time or the time of any day is to the United Arab Emirates time (at the location of its capital) on the relevant date and events stated or deemed to occur upon, or actions required to be performed by, any given date shall be deemed to occur at, or must be performed before, 11:59:59 pm.
1.2.2. In this Agreement, unless the contrary intention appears:
(a) any headings and titles in the Agreement are for convenience only and shall not affect its interpretation;
(b) words in the singular shall include the plural and vice versa, and references to one gender shall include other genders;
(c) words introduced by the word other shall not be given a restrictive meaning because they are preceded by words referring to a particular class of acts, matters or things;
(d) general words shall not be given a restrictive meaning because they are followed by words which are particular examples of the acts, matters or things covered by the general words and the word including shall be construed without limitation;
(e) if a period is specified as from a given day, or from the day of an act or event, it shall be calculated exclusive of that day, unless otherwise specified; and
(f) if a Party may or has a right to perform an action or activity, or to refrain from performing an action or activity, then such Party has a full unrestricted discretion to perform or refrain from performing the relevant action or activity and it does not have a duty to seek for a consent of, or to inform, the other Party thereof.
2. E-SERVICE
Hayya shall provide to the Partner and the Partner shall accept from Hayya the E-Service at the price and upon terms and conditions set forth in this Agreement. Hayya acting at its sole discretion may provide the E-Service, similar and/or identical services to any other person.
3. TERM
Hayya shall provide the E-Service from the Effective Date and until the date on which the Agreement has been terminated pursuant to the terms hereof.
4. SERVICE
4.1. General Provisions
4.1.1. The Partner’s rights to access and/or use the Service and/or any part thereof are always subject to the Partner’s full compliance with: (i) the terms and conditions of the Agreement, including the Partner’s obligation to duly pay the E-Service Fee and (ii) the Law.
4.1.2. The Partner shall use the Service for Partners for its intended use only, upon terms and conditions of the Agreement and as required by the Law.
4.1.3. The Partner agrees and acknowledges that Hayya shall not be responsible for, does not and will not exercise and has no intention to exercise any degree of control over, the Partner, the Driver, including the Driver’s way of performing the Transfer, providing transportation services (and/or Additional Services) to the User, the operation of the Partner’s business generally, acts or omissions of the Partner, the Driver and/or the operation and maintenance of the Vehicle by any person.
4.1.4. The Partner agrees and acknowledges that the Service for Partners does not represent a billing system, and any information related to payments that may be available in the Service for Partners and the Service is provided for informational purposes only.
4.1.5. Hayya shall advise the Partner on how the Service operates in the manner Hayya deems necessary.
4.2. Registration and Access to the Service
4.2.1. It is a condition precedent to receiving access to the Service that the Partner shall complete the Registration and provide Hayya with a signed version of the Acceptance Agreement through the Electronic Notice.
4.2.2. Upon a successful completion of the Registration, the Partner will, within a reasonable period, be provided with access to the Service for Partners. Hayya may reject such access for any reason. Hayya may also decide not to start rendering the E-Service at all, in that case any advance payment which has been received by the Partner shall be returned by Hayya to the Partner within 30 calendar days following a request from the Partner.
4.2.3. During the Registration, the Partner shall provide Hayya with information and documents in the form and substance satisfactory to Hayya.
4.2.4. The Partner shall not transfer its credentials used to log on to the Service for Partners to any person, and shall be solely liable for the confidentiality of the credentials.
4.2.5. Subject to Clause 4.5, the Partner will have access to the Service for Partner twenty-four (24) hours a day and seven (7) days a week.
4.2.6. Any operations in the Service for Partners shall be deemed as operations by the Partner which shall be solely liable for them.
4.2.7. The Partner shall obtain and maintain all technical means (which includes smartphones and tablets with power supply, access to the Internet by any means etc.) required for accessing and usage of the Service for Partners, and Hayya shall never be required to provide such technical and other means or compensate for obtaining or maintaining any of them.
4.3. Suspension and Termination of the Partner’s Access to the Service
4.3.1. Without prejudice to any other provisions of the Agreement, Hayya may suspend or terminate the Partner’s access to the Service for Partners a if Hayya believes at its sole discretion that the Partner and/or the Driver is not compliant with the terms of this Agreement or the Law. Examples of such non-compliance are the following:
(a) charging Users the Transfer Fee that exceeds the Tariff;
(b) provision to Hayya of out-of-date or false data and/or information on the Partner, the Driver, the Vehicle, including GPS data, cancelled Requests and reasons for such cancellations;
(c) discrimination in relation to the Request without objective, fair or reasonable cause;
(d) performing the Transfer which does not comply with the relevant Request and/or Law;
(e) non-compliance with the Data Processing Agreement;
(f) creation by the Driver, or causing someone else to have created, of a false Request and/or performance by the Driver of a false Request. A Request is deemed to be «false» if it has not been generated by the User acting consciously and in good faith. Hayya may determine in its sole discretion whether the Request is false or not;
(g) in Hayya’s sole opinion, unconscionable behaviour of the Driver towards the Service, the User and/or the Passenger;
(h) rude or impolite behaviour or other misconduct of the Driver towards the User, the Passenger and/or passengers of the Vehicle and/or their property;
(i) putting Users, the Passenger and/or other passengers of the Vehicle in danger by dangerous driving, improper condition of the Vehicle, or otherwise failing to comply with the traffic safety rules, including using multiple devices in the Vehicle obstructing the view of the road or distracting the Driver’s attention; and
(j) failure to assist Hayya on the Supervision or providing incorrect or false information to Hayya during the Supervision.
4.3.2. The Partner may be requested to justify the Partner’s non-compliance with the terms of the Agreement or the Law. Hayya may consider such reasons but, following consideration, is under no obligation to restore access to the Service and/or the E-Service.
4.4. Operation, Update and Maintenance of the Service
4.4.1. Hayya shall correct errors identified in the Service within a reasonable time.
4.4.2. The Service malfunctions or errors caused by or related to:
(a) the Partner’s and/or the Driver’s (i) equipment, hardware, or devices malfunction or technical inadequacy, or (ii) lack of skill or knowledge required to access or use the Service; and/or
(b) any person’s mistake, omission, fault, wrongdoing, negligence etc (including inadequate Internet services), shall not be considered as Hayya’s breach of the Agreement and shall not give rise to Hayya’s liability and duty to correct such malfunctions or errors.
4.4.3. Hayya may at any time conduct preventive maintenance of Hayya’s equipment which is used for the operation of the Service. The total time of unavailability of the Service associated with preventive maintenance shall not exceed twenty four (24) hours per month. The unavailability of the Service may exceed twenty four (24) hours per month in the circumstances that require immediate action.
4.4.4. Hayya shall notify the Partner by an Electronic Notice of the preventive maintenance that will materially affect the operation of the Service.
4.4.5. Hayya may at its discretion update the Service from time to time without the Partner’s consent, which includes making changes to the content, functionality, and user interface of the Service, and the Service manuals.
4.4.6. Hayya does not guarantee and shall not be liable for any failure to ensure a stable and reliable operation and availability of the Service.
4.4.7. Hayya may suspend or restrict access to or operation of the Service for Partners any technical, technological, or other reasons for the time period required to eliminate such reasons.
4.5. Service for Partners
4.5.1. The Service for Partners shall be the only method for receiving Requests in the Service. For avoidance of any doubt, any request for the Transfer received by the Partners from any passenger shall be performed through the Service for Partners, in which case such request shall be deemed as the Request, and the passenger shall be deemed as the User.
4.5.2. The Partner may use other services to provide transportation services. The Partner shall not discriminate the Service for Partners by giving other services a particular preference or advantage without objective, fair and reasonable cause.
4.5.3. The following electronic signals are used by the Service to indicate the status of a Driver:
(a) ‘busy’ signal means that the Driver is unwilling to accept Requests;
(b) ‘driving’ signal means that the Driver is on a way to the pick-up location as specified in the Request;
(c) ‘free’ signal means that the Driver is willing to accept Requests;
(d) ‘transporting’ signal means that the Driver is performing the Transfer services as specified in the Request;
(e) ‘waiting’ signal means that a Driver has arrived to the pick-up location as specified in a Request and expecting the User to board the Vehicle.
4.6. Information, Statistical Data, Personal Details and Other Information and Data
4.6.1. Hayya shall make available to the Partner in the Service for Partners or otherwise the following information, which information, subject to Clause 4.4, will be available twenty-four (24) hours a day and seven (7) days a week:
(a) information necessary to ensure the proper operation of the Service and timely correction of errors, failures, and malfunctions in the operation of the Service; and
(b) the Statistical Data.
4.6.2. The Parties expressly agree and confirm that for all purposes of the Agreement, including the calculation of the E-Service Fee, they will rely on the Statistical Data only.
4.6.3. Hayya may delete all information and data provided by the Partner to Hayya via the Service within fifteen (15) calendar days after the date of repudiation, termination, or expiration of the Agreement, with the exception of information and data that must be stored for a certain period of time as required by the Law.
4.6.4. All rights and duties of the Parties with regard to Personal Details, including Personal Details of the User and the Driver, are set forth in the Data Processing Agreement and the Law. The Parties undertake to comply with the provisions of the Data Processing Agreement and the Law at all times.
4.6.5. The Partner shall ensure a timely provision of relevant information and data, including the Driver’s Personal Details and Vehicle-related information, to Hayya in full compliance with the Agreement, the Data Processing Agreement and the Law which, among other things, imply that such information and data (i) shall not violate rights of any person, (ii) shall be free from rights of any person and (iii) shall not create for Hayya any liability or a duty to pay to any person.
4.6.6. The Parties agree and acknowledge that the Driver shall provide the following information to Hayya on behalf of the Partner:
(a) geographical location data (GPS tracks) of the Vehicle;
(b) the Partner’s status data (that is ‘available’, ‘waiting’, ‘driving’ and other signal as available in the Service);
(c) Partner’s Personal Details and Partner’s driving license details: as set forth in the Data Processing Agreement;
(d) the Vehicle’s details: (i) license plate number, (ii) vehicle manufacturer (as stated in a Vehicle’s registration certificate), (iii) manufacturing year (as stated in the Vehicle’s registration certificate), a Vehicle’s color, (iv) if requested by Hayya, scanned copy of the Vehicle’s registration certificate (all pages).
4.6.7. If the Partner receives, either by a way of an Electronic Notice, a written notice, or otherwise, from Hayya a request related to an accident involving, or related to, a User or the Passenger (as a case may be) and occurred during the Transfer (including a road traffic accident or any other accident involving a threat to life, health, well-being, and/or property of the User or the Passenger (as a case may be)), the Partner shall immediately provide Hayya with information and documents mentioned in the request (including documents issued by a public authority overseeing traffic safety and any other authorised body involved into the accident investigation). Unless prohibited by the Law, Hayya may provide such information and documents to a User and/or the Passenger (as a case may be) affected and/or otherwise involved in such incident.
5. REQUIREMENTS TO THE TRANSFER
5.1. The Partner shall ensure that at all times the quality of the Transfer satisfies the relevant Request, the Agreement and the Law. The Partner shall at all times keep all relevant approvals and authorisations related to the Transfer valid.
5.2. The Partner shall at all times present itself to any person as a provider of the transportation services relating to the Transfer and it shall be liable to the User for the Transfer, which includes full responsibility and liability for the rides, the User’s and the Passenger’s security and safety, safety of the User’s and the Partner’s luggage and personal belongings.
5.3. If the Partner has accepted a Request, the Partner undertakes that at all times:
5.3.1. a Vehicle is available at the location and time specified in the Request;
5.3.2. the discounted free waiting time is at least equal to the minimum free waiting time as specified by the Tariff;
5.3.3. no phone calls are made to a User who has activated the ‘Do Not Call Me’ option in the Service mobile application unless it is necessary to ascertain the pick-up location or a driving route to the pick-up location and there is no other means to ascertain this information;
5.3.4. the Transfer Fee shall comply with the Tariff;
5.3.5. Users’ and Passenger’s complaints with regard to their Requests and relevant Transfer services are replied to and all required measures are taken within twenty-four (24) hours of the complaint receipt by the Partner or sooner if the nature of the complaint requires a more immediate response; and
5.3.6. a cancellation of a Request comply with the relevant provisions of the Tariff.
6. REQUIREMENTS TO THE PARTNER, THE DRIVER AND THE VEHICLE
6.1. If the Partner and/or the Driver at any time and for any reason fails to satisfy the criteria of the Partner and/or the Driver provided for in the Agreement or by the Law but continues to perform the Transfer or use the Service, the Partner shall be fully responsible for such Transfer.
6.2. The Partner undertakes, and shall ensure, that:
6.2.1. it will at all times comply, and ensure the Driver and the Vehicle will comply, with the requirements set forth in the Law and the Agreement;
6.2.2. only those Drivers and Vehicles that fully satisfy the requirements set forth in this Section 6 shall be allowed to perform the Transfer. Any Driver who does not meet any such requirement shall not be allowed to perform the Transfer;
6.2.3. a Vehicle which does not meet any condition set forth herein shall not be allowed to perform the Transfer;
6.2.4. a Vehicle’s geographical location data (GPS tracks) and other information and data as required by the Agreement is continuously transferred to the Service in real-time;
6.2.5. information and data that is transferred pursuant to the Agreement is relevant and accurate, including those provided by the Driver acting on behalf of the Partner; and
6.2.6. it shall, and ensure that the Driver shall, comply with the Law including consumer protection legislation (for example, if applicable: it informs the consumer of its identity and full particulars of its permit or license that makes it legal to perform the Transfer).
6.3. The Partner shall ensure that that every Driver has complied with other requirements of the Law to the extent necessary to perform the Transfer.
6.4. The Partner shall ensure that every Vehicle:
6.4.1. as and when required by the Law, has been issued with a permit, licence, vehicle operting card or any other document that makes it lawful to use it to perform the Transfer;
6.4.2. as and when required by the Law, has passed a procedure for control of the Vehicles’ technical condition and in regard to which a relevant certificate or other evidence confirming that the Vehicle is safe and fit for the usage to perform the Transfer; and
6.4.3. has complied with other requirements of the Law to the extent necessary to perform the Transfer.
7. SUPERVISION
7.1. Hayya may conduct Supervision at any time and unlimited number of times without any notification and may choose any means and methods of the Supervision. The Supervision may include the evaluation of (i) the quality of the Transfer and (ii) the accuracy of the data provided by the Partner.
7.2. Information and data obtained during Supervision shall not constitute an exclusive source for evaluation whether the Partner complies with the terms and conditions of the Agreement, and Hayya may use any other information and data to make such evaluation.
7.3. The Partner shall timely, actively and diligently assist Hayya on anything that may be necessary to conduct the Supervision. The Partner’s failure to provide such assistance shall be considered as a material breach of the Agreement.
8. TRANSFER FEE
8.1. The Partner shall ensure that the Transfer Fee shall be compliant with applicable taxi fare for city taxi in the Emirate Dubai (except for promotional trips nominated by Hayya) and comply with the fares availble at https://hayya.ae/tariff.
8.2. The Transfer Fee is calculated automatically by the Service algorithms at the time when the pick-up and destination location for the Request have been specified, and may be based on, without limitation, the maximum applicable tariffs, an estimate of the Transfer (as a case may be) duration and distance from the pick-up location to the destination location (taking into account traffic and other applicable details of the route). The Transfer Fee as calculated by the Service, represents the maximum price that the Partner may charge for the transportation services rendered to the User at the Request.
8.3. The Transfer Fee calculated by the Service may be automatically adjusted, including without limitation, in the circumstances when the Request parameters are altered by the User (including without limitation: a destination location is changed, paid waiting time or the Additional Services are added or removed etc.), or when a certain period of time has passed since the time when the pick-up location and destination location have been specified. The Transfer Fee shall be also adjusted at the end of the Request execution based on an actual destination.
8.4. Hayya may change the Tariff any time (provided such change complies with applicale laws and regulations) and shall notify the Partner on the change of the E-Service Fee by sending an Electronic Notice to the Partner at least five (5) days prior to the time and date when such changes take effect.
8.5. The Parties agree and acknowledge that the Tariff shall only apply to the Requests and shall not apply to any services rendered by the Partner without engaging the Service.
9. PAYMENTS
9.1. E-Service Fee
9.1.1. The amount of the E-Service Fee shall be an amount in AED calculated according to the Country Terms. Applicable VAT amount shall not be included in the E-Service Fee and is accured on top of the amount of the E-Service Fee. Hayya may provide a discount on the E-Service Fee in any Reporting Period.
9.1.2. No later than seven (7) days following the Reporting Period in which the E-Service has been provided Hayya shall send to the Partner’s e-mail set forth in Clause 16.3 a tax invoice relating to the E-Service provided in that Reporting Period (Invoice).
9.1.3. If, within four (4) calendar days from the date of the Report Hayya has not, for any reason, received from the Partner a notice by e-mail with the Partner’s objections, relevant justifications, and explanations, then:
(a) the Partner shall be deemed to have accepted and agreed with the content of the Invoiceand to have confirmed that the E-Service rendered in the relevant Reporting Period in all respects complies with the provisions hereof Agreement; and
(b) the Partner shall have no right to raise any objections with regard to the E-Service rendered in the relevant Reporting Period.
9.1.4. The Partner shall, within five (5) calendar days following the Invoice date, transfer to Hayya the full amount of the E-Service Fee denominated in AED always without deduction of any taxes, charges, and/or other payments (jointly, Deduction).
9.1.5. If the Law requires the Partner to make any Deductions from the E-Service Fee amount, then the total amount of the E-Service Fee shall be automatically increased by the amount of such Deductions, so the E-Service Fee amount actually received by Hayya after the relevant Deductions is equal to the amount calculated pursuant to the Agreement.
9.1.6. The Partner shall be deemed to have discharged its obligation to pay the E-Service Fee from the date of receipt by Hayya of a bank confirmation of crediting the entire amount of payment to the settlement account of Hayya. Hayya may choose to rely on other evidence at its absolute discretion.
9.1.7. Notwithstanding anything to the contrary in Clause 9.1.5, Hayya may request from the Partner an advance payment for the provision of the E-Service.
9.1.8. If the Partner does not wish to be bound by a changed E-Service Fee, it may unilaterally terminate the Agreement within ten (10) business days following the E-Servie Fee change date by giving to Hayya a notice by e-mail thereof at least two (2) calendar days prior to the date of the termination.
9.2. Currency and Payment
9.2.1. All payments hereunder shall be in AED.
9.2.2. The Partner agrees and acknowledges that:
(a) availability of non-cash payments functionality is an optional feature of the Service which may or may not be available at the Effective Date and is enabled by Hayya at its discretion;
(b) the Service is configured to process non-cash payments from the Users as described in Clause 9.2.2(b), which is an inherent feature of the Service intended to guarantee the interests of Hayya, which feature cannot be changed by the Partner; and
(c) the User’s obligation to pay the Transfer Fee (if paid with non-cash only) to the Partner shall be deemed fulfilled if the User has made to Hayya a non-cash payment in the amount equal to the relevant Transfer Fee.
9.2.3. Hayya shall remit the cashless Transfer Fee to the Partner once a week if these days are working days in the United Arab Emirates, and provided that the Net Transfer Fee is equal to, or exceeds 1,800 (one thousand eight hundred) AED.
9.2.4. The E-Service Fee shall include Hayya’s fee for collection of the Transfer Fee from the User and transferring it to the Partner (less the E-Service Fee).
9.2.5. For the avoidance of doubt, any amount of the Transfer Fee which Hayya shall remit to the Partner on the terms and conditions of this Agreement, is a cashless amount of the Transfer Fee collected by Hayya on behalf of the Partner.
9.3. Set-Off and Deduction
9.3.1. Unless otherwise expressly provided for in the Agreement, any amount payable by the Partner hereunder shall be paid in full without any set off or counterclaim howsoever arising and shall be free and clear of, and without deduction of, or withholding for or on account of, any amount which is due and payable to Hayya under the Agreement.
9.3.2. Hayya may set off or deduct any amount from any payment that is due and payable to the Partner pursuant to the Agreement without any notice to or agreement or permission of the Partner and without signing any document.
10. PIM
10.1. Hayya may provide the Partner with PIM, and the Partner shall place such PIM as requested by Hayya. The particular details of the PIM’s placement (including number of Vehicles with PIM, instruction in regard to PIM placement, commercial terms etc) are communicated to the Partner by Hayya by an Electronic Notice.
10.2. With regard to PIM, the Partner shall:
10.2.1. obtain all necessary permits and/or approvals required by the Law for placing the PIM;
10.2.2. ensure that the PIM are placed in full compliance with the Law including all technical regulations;
10.2.3. ensure that the PIM placement does not create a threat to people and traffic safety, including the PIM do not limit the sight of and do not distract the Partner and other road users;
10.2.4. provide weekly reports on the number of Vehicles carrying PIM by sending them to Hayya as an Electronic Notice;
10.2.5. notify Hayya if the PIM are unsafe, unreadable or otherwise unfit and require restoration and/or replacement;
10.2.6. if the Partner has the required capabilities, to restore the unreadable PIM; and
10.2.7. if the spare PIM are available with the Partner, to replace the unsafe, unreadable, or otherwise unfit PIM.
10.3. Upon the receipt of Hayya’s Electronic Notice, the Partner shall:
10.3.1. within two (2) hours provide pictures of the PIM placed by sending them to Hayya as an Electronic Notice;
10.3.2. within twenty-four (24) hours remove and/or replace the PIM in full compliance with Hayya’s Electronic Notice; or
10.3.3. within twelve (12) hours comply with other requirements as contained in Hayya’s Electronic Notice.
11. GUARANTEES AND WARRANTIES
11.1. Each Party guarantees and warrants to each other Party that each of the guarantees and warranties set forth below are true, accurate, and not misleading in respect of itself at the Effective Date:
11.1.1. a Party is duly organized and validly existing under the laws of its jurisdiction and has full power to conduct its business as conducted at the date of the Agreement;
11.1.2. a Party has legal power and authority to enter into and perform the Agreement and any agreement entered into pursuant to the terms of the Agreement and the provisions of the Agreement and any agreement entered into pursuant to the terms of the Agreement, constitute valid and binding obligations on it and are enforceable against it, in accordance with their respective terms; and
11.1.3. a Party has duly authorised and accepted the Agreement in its entirety and will, when required, have authorised, accepted, executed and delivered, as the case may be, any agreements to be entered into pursuant to the terms of the Agreement.
11.2. The Partner guarantees and warrants to Hayya that each of the guarantees and warranties set forth below are true, accurate, and not misleading in respect of itself at the Effective Date:
11.2.1. the acceptance by the Partner of, and the performance by the Partner of its obligations under the Agreement will not:
(a) result in a material breach of, or constitute a material default under, any instrument to which it is a party or by which it is bound, or
(b) result in a breach of the Law;
11.2.2. the Partner is a company, or a corporation duly licensed in the Emirate of Dubai of the United Arab Emirates to transport passengers in taxis and deliver items by vehicles;
11.2.3. all consents, permissions, authorisations, approvals and agreements of third parties and all authorisations, registrations, declarations, filings with any governmental department, commission, agency or other organisation having jurisdiction over the Partner which are necessary or desirable for it to obtain in order to enter into and perform the Agreement and any agreement entered into pursuant to the terms of the Agreement in accordance with its terms, have been unconditionally obtained in writing;
11.2.4. no order has been made, petition presented or meeting convened for the winding up of the Partner, nor any other action taken in relation to the appointment of an administrator, liquidator, receiver, administrative receiver, compulsory manager or any provisional liquidator (or equivalent in the United Arab Emirates) (or other process whereby the business is terminated and the assets of the company concerned are distributed amongst the creditors or shareholders or any other contributors), and there are no proceedings under any applicable insolvency, reorganisation or similar laws in the United Arab Emirates, and no events have occurred which, under applicable law of a relevant jurisdiction, would justify any such proceedings;
11.2.5. no bankruptcy petition has been presented against the Partner, nor have they been declared bankrupt, been served with a statutory demand, are unable to pay their debts, have entered into or proposed to enter into any composition or arrangement with or for their creditors or been subject to any other event analogous to the foregoing in any jurisdiction; or
11.2.6. the Partner has duly complied with its tax obligations, from an income tax, corporate tax and value added tax perspectives, in accordance with the applicable tax laws and regulations in the United Arab Emirates; all necessary tax filings have been made in a timely manner, all due taxes have been paid, and no tax liens or legal claims are currently imposed or pending against the Partner. The Partner further warrants that it has maintained complete and accurate records of its income and transactions as required by the tax authorities in the United Arab Emirates.
11.3. Save for the guarantees and warranties expressly stated in Clause 11.1, Hayya provides no other express or implied guarantees and warranties and expressly disclaims any other guarantees, warranties, and provisions. Hayya expressly disclaims any guarantee, warranty, or provision with regard to the correct, trouble-free, and error-free operation of the Service and compliance of the Service with the Partner’s specific goals and expectations.
12. ANNOUNCEMENTS AND CONFIDENTIALITY
12.1. Announcements
12.1.1. Unless otherwise expressly provided for in Clause 12.1.2, neither Party shall (and each Party shall procure that none of its Affiliates shall) (i) make or send or (ii) permit another person to make or send on its behalf, a publication, public announcement, or circular regarding the existence or the subject matter of the Agreement, the details of relations of the Parties.
12.1.2. Clause 12.1.1 does not apply to a publication, announcement, or circular:
(a) which is required by the Law, a court of competent jurisdiction or a competent judicial, governmental, supervisory or regulatory body;
(b) which is required by a rule of a stock exchange or listing authority on which the shares or other securities of a Party or its Affiliate are listed or traded; or
(c) in regard to which a Party has obtained the other Party’s prior written permission.
12.1.3. If the Partner is required to make or send a publication, announcement, or circular in the circumstances contemplated by Clause 12.1.2(a), or Clause 12.1.2(b), it shall, before making or sending the publication, announcement, or circular, consult with Hayya and take into account Hayya’s requirements as to the timing, content and manner of making the publication, announcement, or circular to the extent it is permitted to do so by the Law and to the extent it is reasonably practicable to do so.
12.2. Confidentiality
12.2.1. Save as provided in Clause 12.2.2, no Party shall, without the written consent of the other Party, disclose to any person, or use or exploit commercially for its own purposes any Confidential Information.
12.2.2. Subject to Clause 12.2.3, Clause 12.2.1 does not apply to a disclosure or use of the Confidential Information in the following circumstances:
(a) the disclosure or use is required by the Law or required or requested by a competent Governmental Authority;
(b) the disclosure or use is required by a rule of a stock exchange or listing authority on which the shares or other securities of a Party or its Affiliate are listed or traded;
(c) to the extent that the relevant Confidential Information is in the public domain otherwise than by breach of the Agreement by any Party;
(d) the Confidential Information has been disclosed to such Party by a person who is not in breach of any undertaking or duty as to confidentiality whether express or implied;
(e) the disclosure or use is required for the purpose of legal proceedings arising out of or in connection with the Agreement;
(f) the disclosure is made to a professional adviser of the disclosing Party, in which case the disclosing Party is responsible for ensuring that the professional adviser complies with the terms of Section 13 as if it were a party to the Agreement;
(g) the disclosure by means of references to the Partner as a user of the Service in Hayya’s informational, promotional, or advertising materials;
(h) the disclosure to or use by Hayya’s Affiliates (which includes the information and data provided by the Partner to Hayya via or collected by Hayya by means of the Service, such as the data on the Vehicles’ location (GPS tracking data));
(i) the disclosure by Hayya is required to react to or otherwise deal with any person’s accusations, claims, publications, requests, and/or statements including those related to the Parties and their relations;
(j) the disclosure by Hayya is required to ensure the operation of the Service in full compliance with Hayya’s standards, rules, and internal regulations, including the communication and/or performance of the Requests;
(k) the disclosure by Hayya is required to provide support to the User, the Passenger and/or the Partner, reply to the User’s, the Passenger’s or the Partner’s requests and questions, ensure the quality of the Service, and/or ensure an efficient communication with the User, the Passenger and/or the Partner;
(l) the disclosure is required in the circumstances provided for in the Agreement.
12.2.3. If the Partner is required to make a disclosure in the circumstances contemplated by Clauses 12.2.2(a), 12.2.2(b), or 12.2.2(e), it shall, before making such disclosure, to the extent it is permitted to do so by Law and to the extent it is reasonably practicable to do so, notify Hayya of such disclosure and consult with Hayya and take into account Hayya’s requirements as to the timing, content, and manner of making the disclosure (except for disclosure for legal or regulatory reasons where the disclosure is made to a regulatory body only in the ordinary course of its supervisory function).
12.2.4. If a Party has, whether intentionally, unintentionally, or otherwise, disclosed the Confidential Information in the circumstances when it has not been permitted to do it pursuant to the Agreement, that Party shall pay to the other Party actual damages sustained by that other Party for each instance of such non-permitted disclosure within ten (10) calendar days upon the receipt of a written notice from the other Party.
12.3. The obligations of the Parties under this Section 12 shall be in full force and effect during the term of the Agreement and continue for a period of three (3) years from the date of termination of the Agreement.
13. LIABILITY OF THE PARTIES
13.1. Unless expressly provided for to the contrary herein, Hayya shall not be held liable to the Partner and/or its clients (contractors, partners, users, and other persons) for any indirect and/or consequential loss or damage (whether for loss of profit, loss of business, loss of information, loss of production and/or business, or otherwise), costs, expenses, or other claims for consequential compensation whatsoever (howsoever caused), regardless of whether or not the Partner could have foreseen the possibility of such loss or damage in a particular set of circumstances, and regardless whether or not Hayya acted with intent, gross negligence, negligence, or innocently, which [loss, damage etc] arise out of, or in connection with, the Agreement.
13.2. If the Partner fails to comply with any terms and conditions of the Agreement and/or Law, Hayya may without incurring any liability to the Partner and/or any person:
13.2.1. immediately, without notice, suspend or terminate the Partner’s access to the Service, or any part thereof, until the Partner has fully remedied any incompliance to the satisfaction of Hayya; and/or
13.2.2. terminate the Agreement upon an Electronic Notice by Hayya to the Partner with an immediate effect.
13.3. The Partner agrees and acknowledges that Hayya shall not be liable or otherwise responsible for any damage, losses, and expenses, which, directly or indirectly, resulted from, related to, or connected with:
13.3.1. the use of and/or inability to use the Service by the Partner, the User, and/or any person for whatever reason or cause; and/or
13.3.2. the Transfer rendered by the Partner to the User; and/or
13.3.3. the Partner’s intentional, negligent, or innocent non-performance or improper performance of any of its duties under the Agreement, the Law; and/or
13.3.4. the circumstances as provided for in the Agreement.
13.4. Without prejudice to any other provision of the Agreement, in all circumstances the cumulative liability of Hayya in a relevant calendar quarter for all instances of breaches or liability to the Partner shall at all times be limited to the total amount of the E-Service Fee actually received by Hayya from the Partner in a preceding calendar quarter.
13.5. Notwithstanding anything to the contrary herein (including Clause 13.1), the Partner shall indemnify and hold harmless Hayya, its Affiliates, employees, directors, officers, and agents for any liability, damage, losses, and expenses, which, directly or indirectly, resulted from, related to, or connected with:
13.5.1. the use of and/or inability to use the Service by the Partner, the User, and/or any person for whatever reason or cause; and/or
13.5.2. the Transfer rendered by the Partner to Users; and/or
13.5.3. the Partner’s intentional, negligent, or innocent non-performance or improper performance of any of its duties under the Agreement, the Law. The Partner shall, among other things, at its own expense use all efforts to settle amicably any claims, complaints, and/or actions that have been threatened to be submitted or have been submitted against Hayya; however, this does not preclude Hayya from settling of and/or defending itself from any such claims, complaints, and/or actions; and/or
13.5.4. the circumstances as provided for in the Agreement.
13.6. The Partner shall, within ten (10) calendar days from the receipt of a notice from Hayya, reimburse Hayya with any amounts of liability, damage, loss, and expenses, as listed in such notice, that have been sustained by Hayya in the circumstances described in Clause 13.5. The Partner expressly waives any right to (i) challenge, legally or otherwise, the content of the notice and (ii) request any proof or evidence of the existence or the extent of liability, damage, loss, and expenses sustained by Hayya and any other facts mentioned in the notice.
13.7. It is agreed and acknowledged by the Parties that for any instance of the Partner’s intentional, negligent, or innocent non-performance or improper performance of any of its duties under the Agreement the Partner shall be charged 1,000 (one thousand) AED as liquidated damages.
13.8. The Parties confirm that these liquidated damages are reasonable and proportionate to the loss and damage incurred by Hayya.
13.9. Amount of any damages due to Hayya shall be paid by the Partner within ten (10) business days following date on which the Partner has received the relevant Electronic Notification.
14. FORCE MAJEURE
14.1. Neither Party shall be liable for any non-performance or delay in performance hereunder caused by the Event of Force Majeure, provided that such Event of Force Majeure directly affects the performance of either party under this Agreement.
14.2. The Event of Force Majeure shall include acts of God; flood; drought; earthquake or other natural disaster; terrorist attack; civil war; riots; war; epidemics or pandemics including but not limited to detrimental and not reasonably foreseeable consequences of such epidemics or pandemics; threat of or preparation for war; armed conflict; embargo, or breaking off of diplomatic relations; labor disruption; civil commotion; breakdown of machinery equipment or terminal facilities; interaction of transportation or distribution facilities, regulations or any other regulatory acts, issued, requested, or adopted by any governmental authority, including any federal, state, or local agency, including US and/or EU institution, or similar organization in the relevant jurisdiction, including regulations aimed at or imposing any trade restricting measures or remedies, or any other cause whatsoever, whether or not of the same class or kind as set forth above.
14.3. The Party claiming the Event of Force Majeure shall (i) immediately notify the other Party in writing of the beginning and cessation of the Event of Force Majeure circumstances, but in any case, no later than within five (5) business days after such Party has become aware of the Event of Force Majeure and (ii) send to the other Party the Certificate of Force Majeure in the form reasonably acceptable to such other Party.
14.4. Failure to notify the other party of the Event of Force Majeure, as stated above, deprives the Party under the Event of Force Majeure of the right to refer to the relevant circumstances in the future as to a sound cause which may release it from responsibility for partial or complete non-fulfillment of its obligations hereunder. In this case such Party shall compensate to the other Party for expenses and damages caused by failure of proper notification. In case there is an Event of Force Majeure, the time for fulfillment of contractual obligations for the Party experiencing the Event of Force Majeure shall be extended for a period equal to that during which such circumstances and their consequences remain in force. If these circumstances continue to be in force for more than one (1) month, either Party may renounce any further fulfillment of the obligations hereunder. In such a case neither Party will be entitled to make a demand upon the other Party for compensation for any related damage.
15. TERMINATION
15.1. This Agreement shall become effective on the Effective Date and continue in force until terminated subject to the provisions of Clause 15.2.
15.2. The Agreement may be terminated in the following circumstances:
15.2.1. upon a mutual written agreement duly executed by the Parties;
15.2.2. upon a notice by a Party to the other Party delivered at least thirty (30) calendar days prior to the date of termination;
15.2.3. upon termination of the Operational Agreement;
15.2.4. in the circumstances specified in Clause 13.2;
15.2.5. in the circumstances specified in Section 14; and
15.2.6. as provided for by the Agreement.
16. NOTICES
16.1. Any notice or other communication given to a Party under or in connection with this Agreement shall be by the Electronic Notice, unless expressed to be in writing, in which case it shall be in writing, addressed to that Party at its address referred to in this clause below or such other address as that Party may have specified to the other Party in writing in accordance with this clause, and shall be delivered by a registered mail service and, if from Hayya to the Partner, by the Electronic Notice. Any notice from the Partner shall make reference to the Partner’s full company name and the Partner’s company registration number.
16.2. If to Hayya:
Company: HAYYA TAXI L.L.C;
Address: 122-0, Warba Centre, Al Murqabat, Dubai, United Arab Emirates;
Attention: Manager; and
E-mail: ask@Hayya.ae.
16.3. If to the Partner:
Company: as provided during the Registration;
Address: as provided during the Registration; and
E-mail: as provided during the Registration.
16.4. Either Party shall immediately notify the other Party on any changes in its registered and correspondence addresses, the legal status (including the form of incorporation) and/or banking details.
17. GOVERNING LAW AND JURISDICTION
17.1. Governing Law
The Agreement and any non-contractual obligations arising out of or in connection with the Agreement shall be governed by and construed in accordance with the laws of England and Wales without regard to the conflict of law provisions.
17.2. Jurisdiction
Any dispute, difference, controversy or claim arising out of or in connection with this Agreement, including (but not limited to) any question regarding its existence, validity, interpretation, performance, discharge and applicable remedies, shall be subject to the exclusive jurisdiction of the Courts of the Dubai International Financial Centre.
18. DELEGATION BY HAYYA
18.1. Hayya reserves the right to delegate, in whole or in part, the performance of its duties and obligations under this Agreement to a third-party partner (Operational Partner). Such delegation shall not relieve Hayya of its responsibilities under this Agreement.
18.2. In case of the delegation, the Partner shall enter into a separate E-Service Agreement with the Operational Partner nominated by Hayya (Operational Agreement) on or about the date hereof. Such Operational Agreement shall be in the form and substance satisfactory to Hayya, and it shall govern the rights and obligations between the Operational Partner and the Partner regarding the services to be provided by the Operational Partner.
18.3. The Partner acknowledges that the Operational Partner is an independent contractor, and the Partner’s relationship with the Operational Partner is distinct from its relationship with Hayya. The Partner agrees to comply with the terms and conditions of the Operational Agreement.
18.4. Hayya shall remain ultimately responsible for the performance under this Agreement, regardless of any delegation to the Operational Partner. Hayya shall ensure that the Operational Partner complies with the terms of this Agreement and the Operational Agreement.
19. MISCELLANEOUS
19.1. Entire Agreement
This Agreement, including and together with any related exhibits, schedules, attachments and appendices, the Data Processing Agreement and any other documents referred to therein jointly the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.
19.2. Amendments
No amendment to, or modification of, or rescission, termination, or discharge of this Agreement is effective unless it is made according to the provisions hereof. This Agreement may be amended or restated by Hayya at any time, provided the Partner has been notified by Hayya by the Electronic Notice at least five (5) business days before the amendment or restatement should take place (Notification Period). If the Partner continues to use the Service for Partners any time after the Notification Period, the Partner shall be deemed as bound by the relevant amended or restated version of the Agreement.
19.3. Waiver
No waiver by any party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
19.4. Severability
If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
19.5. Assignment
The Partner shall not assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without the prior written consent of Hayya. Any purported assignment or delegation in violation of this Clause 19.5 shall be null and void. No assignment or delegation shall relieve the Partner of any of its obligations hereunder. Hayya may at any time assign, transfer or subcontract any or all of its rights or obligations under this Agreement without the Partner’s prior written consent.
19.6. Successors and Assigns
This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.
19.7. No Third-Party Beneficiaries
Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
19.8. Relationship of the Parties
The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, franchise, business opportunity, joint venture, or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. No relationship of exclusivity shall be construed from this Agreement.
19.9. Anti-Bribery
The Parties shall comply with applicable anti-corruption laws.
The Parties hereby acknowledge and confirm that they have adopted a policy of zero tolerance to bribery and corruption, envisaging a total ban of any corrupt practices and on any facilitation payments.
The Parties, their affiliates, employees, as well as intermediaries and representatives directly or indirectly involved in the performance of obligations of the Parties (including agents, commission agents, customs brokers and other third parties) shall not accept, pay, offer to pay and allow (authorize) the payment/acceptance of any funds or transfer of any benefits (including intangible), directly or indirectly, to/from any persons for the purpose of influencing the actions or decisions with the intention to obtain any improper advantage, including bypassing the procedure established by the laws, or pursuing other illegal purposes.
This clause constitutes representations material for the Parties. The Parties rely on these representations when entering this Agreement.
Either Party may unilaterally withdraw from the Agreement in case the other Party violates the obligations stipulated by this clause, by notice and without recourse to the courts. The Agreement shall be terminated upon ten (10) calendar days from the date of the receipt of such notice by the Party.
If a Party suspects that any provisions of the present clause have been violated or might be violated, the Party concerned undertakes to immediately notify the other Party of its suspicions in writing.
The Parties agree that they will use the following addresses to report any violation/risk of violation of the present clause:
To notify Hayya: Ask@Hayya.ae.
To notify the Partner: Electronic Notice, including credentials provided by the Partner for the purpose of the Registration.
19.10. Translation
The Agreement, the Country Terms, the Data Processing Agreement and any other documents referred to therein are made in English and may be translated into Arabic. Any such translation in the Arabic language is for informational purposes only, and in case of any discrepancies between the English version and the Arabic version, the English version shall prevail at all times and for all purposes.
19.11. Counterparts
This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.
Date of publication: 10.06.2025