إتفاقية مقدم الخدمة
Service Provider Agreement
This Service Provider Agreement (this “Agreement”), effective as of the date of joining TabibDeals, this Agreement (the “Effective Date”), is entered into by and between the following,
The first signatory of this Agreement is TabibDeals
The second signatory on the execution page, (the “Service Provider” more particularly defined below).
Each a “Party” and collectively the “Parties”:
WHEREAS TabibDeals is a marketing and sales Platform (as defined below) that provides a range of marketing solutions, including promoting deals, accepting online payment, data management, and reporting services (collectively “Services” more particularly defined below).
WHEREAS Service Provider wish to receive and subscribe for certain Services from TabibDeals, and TabibDeals wishes to provide certain Services to Service Provider on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, this terms and conditions witnessed that, in consideration of the mutual covenants contained herein, the Parties hereto agree as follows:
- General Provisions
Interpretation: In this Agreement, unless the context otherwise requires:
1.1 words importing the singular include the plural and vice versa;
1.2 words importing a gender include every gender;
1.3 references to any document are references to that document as amended, consolidated, supplemented, novated or replaced from time to time;
1.4 references to sections, paragraphs, recitals and annexes are references to sections and paragraphs of, and recitals and annexes to, this Terms and Conditions;
1.5 headings are for convenience only and will be ignored in construing this Agreement;
1.6 references to Parties or to any Party include references to their or its respective successors, legal heirs, permitted assigns, executors and administrators;
1.7 references to law shall be law as amended, consolidated, supplemented or replaced from time to time and include references to any constitutional provision, treaty, convention, statute, act, regulation, rule, ordinance, subordinate legislation, rule of common law and of equity
1.8 references to any judgment include references to any order, injunction, decree, determination or award of any court or tribunal;
1.9 references to any person include references to any individual, company, corporate body, association, partnership, firm, joint venture, trust and governmental agency.
- Scope of TabibDeals Services
2.1 TabibDeals is a marketing and sales Platform
2.2 The Service Provider has created an account on TabibDeals to sell the Deals and to collect payment online from the Customer
2.4 In order to provide Service, TabibDeals has entered into agreements with various Partner and Third Parties
2.5 The Service Provider hereby directs and authorizes TabibDeals to receive and settle the Total Sale Price in accordance with and subject to the provisions of this Agreement.
- Sales Commission
3.1 The Service Provider shall pay TabibDeals up to (Twenty) 20% percent commission on any sales made by TabibDeals on behalf of the Service Provider. Each deal might have a different sales commission based on the agreement between both parties. Sales shall be calculated based upon the cash basis of accounting rather than accrual.
- Cash on arrival
In case the Service Provider has this option enabled, TabibDeals has the right to collect the sales commission from the service provider available balance, and in case of he has no balance The sales commission shall be payable on the 30th day of each month based upon payments received in the prior month.
- Balance Settlement
TabibDeals will settle the available balance to the service provider every seven(7) working days
- Duration of the Contract
- This Agreement shall continue to be in full force and effect until termination.
- Suspension and/or Termination of the Services
7.1 TabibDeals may, with immediate effect and without notice, terminate or temporarily suspend the provision of
Services in the following events:
- Service Provider fails to pay any amount on the due date of payment; or
- Service provider and/or its' principals, agents, subsidiaries or affiliates conduct it business in an illegal manner or against its governing laws; or
- the Service provider commits a breach of this Agreement and if such breach is remediable, fails to remedy that breach within a period of seven 7 calendar days after being notified in writing to do so; or
- the Service Provider suspends, or threatens to suspend, payment of its debts or is unable to pay its debts or admits inability to pay its debts or (being a partnership) has any partner to whom any of the foregoing apply; or
- the Service Provider commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors; or
- a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of the Service Provider; or
- an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Service Provider; or
- the Service Provider, being an individual, is the subject of a insolvency/bankruptcy petition or order; or
- the Service Provider suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
- the Service Provider, being an individual, dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his/her own affairs or becomes a patient under any mental health legislation.
7.2 TabibDeals reserves the right to terminate the provision of the Services to the Service Provider without disclosing any cause by giving the Service Provider at least seven (7) calendar days’ prior written notice. Notwithstanding such termination, TabibDeals will pay to the Service Provider for all Bookings captured in the Platform in accordance with the respective provisions of this Agreement.
7.3 The Service Provider acknowledges and agrees that the Services may be suspended in case of transfer of ownership or sale of part of the Service Provider’s business.
- Miscellaneous Provisions.
8.1 Governing Law, Settlement of Disputes and Jurisdiction
This Agreement (and any dispute or claim relating to it, its enforceability or its termination) is to be governed by and construed in accordance with the laws of Bahrain and each Party hereby expressly accepts and submits to the jurisdiction of the courts of Bahrain. Notwithstanding the foregoing, Service Provider agrees that TabibDeals may seek enforcement of this Agreement in any competent court of a country where Merchant has business operations.
All notices, requests, demands, waivers and other communications required or permitted to be given under this Agreement shall be in writing, through certified or registered mail, courier, email, facsimile to be send to the following address;
In the case of TabibDeals:
In the case of the Service Provider:
Address provided by the Service Provider during affiliation process
All such notices, requests, demands, waivers and other communications shall be deemed duly given (i) if by personal delivery on the day after such delivery (ii) if by certified or registered mail on the seventh (7th) day after the mailing thereof (iii) if by courier service or similar service, on the day delivered or (iv) if by email or facsimile on the day following the day on which such email or facsimile was sent
It is the desire and intent of the parties that the provisions of this Agreement shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Agreement shall be deemed by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and in lieu of such illegal, invalid or unenforceable provision, there shall be added as part of this Agreement, a provision as similar as Agreement as may be possible and be legal, valid and enforceable.
English language to prevail – This Agreement is drawn up in the English language. If this Agreement is translated into any language other than English, and in the event of any conflict, the English language text shall prevail.
All notices in English - Each notice, instrument, certificate or other communication to be given under or in connection with this Agreement shall be in the English and in the event that such notice, instrument, certificate or other communication is translated into any other language, the English language text shall prevail.
8.5 Entire Agreement
This Agreement, constitute the entire agreement and understanding between the parties with respect to the subject matter of this Agreement and supersedes and extinguishes any prior drafts, agreements, undertakings, understandings, promises or conditions, whether oral or written, express or implied between the parties relating to such subject matter.
8.6 No Partnership/Agency
Nothing in this Agreement are intended to or shall operate to create a partnership, joint venture or employer/employee relationship of any kind between the Parties, or to authorize either Party to act as agent for the other, and (save as otherwise expressly set out in this Agreement) neither Party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability, the pledging of any credit or the exercise of any right or power).
8.7 Force Majeure
Neither Party will be responsible for loss or damages suffered by the other Party as a result of either Party’s failure to perform its obligations under this Agreement due to any event beyond the either party’s control which events include, but are not limited to, war or terrorist activities, civil commotion, government actions, fire, riots and ‘acts of god’.
Neither Party shall assign or transfer this Agreement or any or all of their rights and/or obligations under this
Agreement, nor any benefit nor interest in or under it, to any third party without the written consent of the other
Party which consent shall not be unreasonably withheld.
Unless otherwise expressly stated in this Agreement, the failure to exercise or delay in exercising a right or remedy under this Agreement shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other rights or remedies.
Survival of Provisions: The terms and provisions of this Agreement that by their nature and content are intended to survive the performance hereof by any or all parties hereto shall so survive the completion and termination of this Agreement.
This Agreement may be varied, amended, or modified by mutual agreement and such variation, modification or amendment shall be agreed upon in this agreement itself. The amended Section or clause of this Agreement and such contents shall alter the contents of this Agreement only to the extent expressly agreed upon between Service Provider and TabibDeals; all other conditions shall remain unchanged.