Marketing Services Agreement
| Marketing Services Agreement |
| The Client (as defined below), and the Provider (as defined below), have agreed as follows: |
| Terms and Definitions |
| ‘Agreement’ shall mean this Marketing Services Agreement entered into by and between The Client and the Counterparty placed online at https://yango.com/legal/marketing_global. |
| ‘Marketing Annex’ shall mean a document the most recent version of which is available on-line in the Partner Web Interface applicable in the respective Country. The Fees for Marketing Services are incorporated into the Agreement by reference and constitutes an integral part of the Agreement. The Marketing Annex may change, supplement, and (or) disapply any provisions of the Agreement. In case of any discrepancies between the provisions of the present Agreement and the provisions of the Marketing Annex, the provisions of the Marketing Annex shall prevail. |
| ‘Data Processing Agreement’ shall mean the agreement as available at https://yango.com/legal/dpa that is deemed to be incorporated into the Agreement by reference. |
| ‘Marketing Services’ or ‘Services’ shall mean the services detailed in the respective Marketing Annex. |
| ‘Country’ shall have the meaning attached to this term in the Marketing Annex. |
| ‘E-Service’ shall mean the services detailed in the E-Service Agreement entered into by Client and Provider. |
| ‘Provider’ shall mean a legal entity rendering services of passenger and baggage transportation under the applicable laws. Provider has concluded an E-Service Agreement available online at https://yango.com/legal/saas_global with the Client |
| ‘User’ shall mean an individual who has unconditionally accepted the terms and conditions of the Terms of Use and the License Agreement for the E-Service application for mobile devices. |
| ‘Request’ shall mean information on a potential demand for services involving the transportation of passengers and baggage by a passenger vehicle in the territory of the Country. |
| ‘Driver’ shall mean an individual who concluded an agreement with the Provider or any other third party, has the relevant right to drive the vehicle and actually drives the Vehicle to be used for transportation of passengers and baggage by a passenger vehicle and is registered with the Client by the Provider. |
| ‘Partner Web Interface’ means the section of the website containing information about the Provider, statistics data and other information with regard to the services to be rendered by the Provider to the Client hereunder, services related to provision of access to the E-Services to be rendered by the Client under the E-Service Agreement, and providing opportunity of remote interaction between the Parties under the said Agreements, which shall be accessible for the Provider after logging in on the Client’s website using the login and password of the Provider. |
| ‘Reporting Period’ means the period of time following which the Parties shall calculate the cost of the Services under this Agreement; it may be equal to a calendar month unless otherwise defined in the Marketing Annex. At the same time the Reporting Period means the period of time from the date when this Agreement comes into force to expiration of the respective month period (unless the report expressly provides for otherwise), while the last Reporting Period means the period of time from the date when the respective calendar period starts to the date of expiration of the validity period or termination hereof. |
| ‘The Client’ shall mean RideTechnology Global FZ-LLC, a Free Zone Limited Liability Company with the registered place of business at 104A, First floor, Bld. 12, Dubai Internet City, Emirate of Dubai, the UAE. |
| ‘Effective Date’ shall mean the date of the Agreement determined pursuant to the electronic records of the Service and Agreement on Acceptance as provided by ss. 5.1.-5.2. below |
| This Agreement may contain the terms not defined in this Section of the Agreement. In this case such a term shall be interpreted in accordance with the text of this Agreement, the E-Services Agreement and respective annexes. |
| 1. Subject Matter of the Agreement |
| 1.1. The Provider undertakes to render to the Client the Marketing Services intended to increase the accessibility to and the quality of the E-Service, to promote and to increase the number of active Users of the E-Service in the territory of the Country. |
| 1.2. The Client undertakes to pay for the Services to be rendered by the Provider according to the procedure and on the terms agreed upon between the Parties herein. |
| 1.3. The Client is entitled to control performance by the Provider of its obligations hereunder. |
| 1.4. The Provider is entitled to engage third parties to render the Services (including, but not limited to, the “scouts” to render the services for offline driver acquisition), while remaining liable for their actions as if they were its own. |
| 2. Obligations of the Parties |
| 2.1. The Client shall: |
| 2.1.1. Transfer the information about targeted audience of the Services; |
| 2.1.2. Ensure access of the Provider through the Partner Web Interface to the statistics data under the Requests that are subject to the Services. |
| 2.2. The Provider shall: |
| 2.2.1. Ensure that the Services are provided at industry standards level. |
| 2.2.2. Unless agreed otherwise, On or before the fifth (5th) day of the month following the Reporting Period, submit to the Client the Services Report. |
| 2.2.3. To maintain the quality level of the Service provided to the Users, guarantee the accuracy of the data about drivers, including copies of passports, driver’s licenses, licenses for passenger transportation by vehicles, other documents and information in accordance with the E-Services Agreement. The documents and information specified in this clause shall be submitted to the Client within three (3) business days from the date when the respective request is sent to the Provider. |
| 3. Marketing Services Fees and Payment Procedure |
| 3.1. Fees shall be determined in the respective Electronic report and paid in the currency defined in the Marketing Annex. |
| 3.2. The Parties have agreed that the Client may amend the Marketing Annex when he considers necessary without the consent of the Provider and, such amended Marketing Annex shall be binding on the Provider when it becomes available for viewing via the Partner Web Interface. |
| 3.2.1. Each Party to the Agreement shall be liable for calculation and payment of taxes in accordance with the applicable tax laws in force. Fees shall include all the applicable taxes, charges, duties and/or other payments to be calculated in accordance with the tax laws of the country of registration of the Provider (if applicable). Fees shall be transferred by the Client without withholding of any taxes, charges, and/or duties in accordance with the tax laws of the Client country of registration. |
| 3.3. The Client will make payments within the respective Reporting Period, when the amount due to the Provider exceeds the limit, defined in the Marketing Annex. Within ten (10) business days from the date of the end of the Reporting Period, the Client will forward the Provider an Electronic report with respect to the Services provided during such a Reporting Period. For the currency control and accounting purposes, the Provider may issue an invoice for the respective number of payments. The Client may, when considering necessary, make advance payments in the amounts necessary for the provision of the Services. |
| 3.4. The Parties acknowledge that to calculate the cost of the Services rendered by the Provider only the Client’s statistics data reflected in the Partner Web Interface shall be used. |
| 3.5. The Client shall be deemed having performed its obligations to pay for the Services from the date when the respective monetary amount is debited from the Client settlement account. |
| 3.6. If in the Reporting Period the Provider failed to comply with the Requests, including the Requests with the discount (as applicable, the Services shall be deemed not rendered. |
| 3.7. The Parties have agreed that when calculating the cost of the Services according to the procedure established in clause 3.1 of the Agreement no amount of the discounts granted by the Provider when complying with the Requests which were generated in bad faith shall be taken into account, including the Requests generated independently by the Driver complying with the Request and all the other Requests complied with by such driver in the Reporting Period. The Request independently generated by the Driver complying with such Request shall be marked in the Partner Web Interface as “bad”. The Driver independently generating a Request/Requests shall be marked in the Partner Web Interface as “fraud”. The Client is entitled to determine at its own discretion, whether this or that Request is generated in bad faith, and not to disclose to the Provider the algorithm of how to detect the Requests generated in bad faith and to determine the drivers who independently generate the Requests. |
| 3.8. The Client may set off or deduct any amount from any payment that is due and payable to or by the Provider pursuant to this Agreement without any notice to or agreement or permission of the Provider and without signing any document. |
| 3.9. The Provider accepts and agrees that the Client may authorize a third party to make any payment that is due and payable to the Provider pursuant to this Agreement without any notice to or agreement or permission of the Provider and without signing any document; and that such payment shall be deemed as a due fulfillment of the Client’s payment obligations under this Agreement and shall be accepted as such by the Provider. 3.10 In certain cases, the Client may cancel partially or in full the payment of Marketing Services Fees if the Client suspects that the Provider or Provider’s drivers are involved in fraud or abuse of bonuses or compensations. If the Client has reasonable cause to suspect any fraudulent activity by the Provider or the Provider’s drivers, the Client may withhold payments owed until the suspicion of fraud has been cleared. |
| 4. Liability of the Parties |
| 4.1. The Parties shall be liable for violation hereof under this Agreement and the applicable laws. |
| 4.2. In case of improper performance by a Party of its obligations under the Agreement, the other Party is entitled to unilaterally repudiate this Agreement sending to the other Party the respective written notice. |
| 4.3. If the Provider violates clause 2.2.1. hereof, the Provider shall pay to The Client a penalty amounting to 10 units of currency defined in the Cost of Marketing services for each violation. |
| 4.4. If the Provider fails to perform its obligations and if the Provider fails to comply with the guarantee provided for in clause 2.2.1 of the Agreement resulting in any third party claims, complaints and/or lawsuits filed against The Client, the Provider undertakes to settle the said claims, complaints and/or lawsuits by its own forces and at its own expense as well as to reimburse to the Client expenses for the losses sustained in connection therewith. |
| 4.5. The Parties shall be released from liability for partial or full non-performance of the obligations hereunder if it is caused by force majeure. Force majeure occurrence shall be confirmed by the documents to be issued by the competent authorities. The Party prevented from performance of its obligations hereunder shall immediately notify the other Party about occurrence and termination of the above force majeure. |
| 4.6. Client’s maximum aggregate liability under or in connection with this Agreement in respect of liability for breach of contract, misrepresentation (whether tortious or statutory), tort (including negligence), breach of statutory duty or otherwise shall be limited to 100% of the price of the Services or EUR 10,000 whichever amount is the lower. 4.7. Client shall not under or in connection with this Agreement and whether in contract, tort (including negligence), misrepresentation, breach of statutory duty or otherwise have any liability to the Provider for any special, punitive, indirect or consequential loss, whether or not that party had been advised of the likelihood of any such loss or damage. 4.8. The Proivder will indemnify, keep indemnified and hold harmless Client from and against all costs (including the cost of enforcement), expenses, liabilities, injuries, direct, indirect or consequential loss (which includes without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss), damages, claims, demands, proceedings or legal costs (on a full indemnity basis) and judgments which Client incurs or suffers due to any third party claim or action arising as a consequence of a direct or indirect breach or negligent performance by the Provider of the terms of the Agreement, including breach of any warranty given by the Provider under this Agreement, including any warranty given hereunder. 4.9. The Provider will indemnify, keep indemnified and hold harmless Client from and against all costs (including the costs of enforcement), expenses, liabilities, injuries, direct, indirect or consequential loss (which includes without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss), damages, claims, demands, proceedings or legal costs (on a full indemnity basis) and judgments which Client incurs or suffers as a consequence of in respect of any claim or action brought against it by a third party claiming that possession or use by Client of anything or any right provided, supplied, granted, assigned and/or licensed by the Provider to Customer infringes a third party’s intellectual property rights, or any other third party rights. |
| 5. Validity Period of the Agreement |
| 5.1. This Agreement comes into force between the Provider and the Client by performance of the following actions: |
| 5.1.1. Completing of Registration and clicking on the button "I have read, agree and fully accept the terms and conditions" (or similar in meaning); |
| 5.1.2. Receipt by the Client of the Agreement on Acceptance of this Agreement signed by the Provider and sent via e-mail to the Client. Unless the different Agreement procedures were agreed by the Parties in the Marketing Annex. |
| 5.2. This Agreement shall come into force from the Effective Date and be valid for one (1) year since the date of its execution as per s. 5.1. above. |
| 5.3. The Client has the right to refuse the Provider to conclude the Agreement at any stage of negotiations if the Provider does not meet the criteria of good faith and reliability established by the Client. The Client has the right not to disclose to the Provider the reasons why the Client classifies the Provider as counterparty that does not meet the criteria of good faith and reliability. |
| 5.4. Unless either Party notifies the other Party about its intention to terminate cooperation at least 30 calendar days prior to the date of expiration of the validity period of the Agreement, the validity period of the Agreement shall be extended for the following year. The number of such prolongations is not limited. |
| 5.5. This Agreement may be unilaterally terminated by either Party at any time and without cause by providing at least 3 days prior notice to the other Party. |
| 6. Miscellaneous |
| 6.1. By accepting the terms and conditions of this Agreement and (or) acting upon such terms and conditions, the Parties:
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| 6.2. Governing law |
| This 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. |
| 6.3. Changes. The Client may make any changes to this Agreement (including without limitation the Marketing Annex) which changes shall be binding upon the Parties immediately after they become available for viewing at https://yango.com/legal/marketing_global, or via the Partner Web Interface. The term ‘change’ includes any change, amendment, supplement, deletion, or replacement however effected. The Provider herewith consents to and agrees with such amended Agreement in advance. If the Provider does not agree to the change, he has the right to terminate the Agreement by discontinuing to render the Marketing Services and providing Written Notice of termination to the Client. In this case the termination of the Agreement takes effect on the effective date of the proposed amendment, unless otherwise provided in the Provider’s termination notice. The Provider’s continued provision of the Marketing Services on or after the effective date of the amendment constitutes the Provider’s consent to be bound by this Agreement, as amended. |
| 6.4. Any notices hereunder shall be forwarded by the notifying Party to the address of the Party to be notified by e-mail. At the same time copies of the documents delivered by e-mail shall be recognized by the Parties as binding. |
| 6.5. All the Reports, appendixes and exhibits to the Agreement shall be an integral part hereof. |
| 6.6. Invoices and Reports shall be forwarded by the Provider to the Client by e-mail. |
| 6.7. In the event that one or more provisions of this Agreement are found to be invalid, such invalidity shall not affect the validity of any other provision of this Agreement and the Agreement as a whole. |
| 6.8. Dispute resolution 6.8.1. Any dispute, claim, or controversy arising out of or in connection with this Agreement, including but not limited to issues concerning its existence, termination, validity, interpretation, performance, breach, consequences of nullity, or any non-contractual obligations arising from or in connection with this Agreement ("Dispute"), shall be referred to and finally resolved by arbitration under the Arbitration Rules of the Dubai International Arbitration Centre, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat of arbitration shall be Dubai, United Arab Emirates. The language to be used in the arbitration shall be English. 6.8.2. Prior to initiating any legal proceedings in accordance with clause 6.8.1 above, the Parties agree to undertake mandatory pre-trial amicable negotiations in an earnest effort to resolve the Dispute, during which neither Party shall initiate legal proceedings in relation to the Dispute. The Parties shall use their best efforts to engage in good faith negotiations with the intention of resolving the Dispute amicably. 6.8.3. If the Dispute remains unresolved within 14 (fourteen) calendar days following the occurrence of the Dispute, either party may proceed to initiate legal proceedings as outlined in clause 6.8.1 above. |
| 6.9. The information contained in the Agreement and the information about the fact that the Agreement was concluded shall be confidential. Except when expressly provided for in the Agreement or agreed upon between the Parties in writing in advance in the form of an additional agreement to the Agreement, neither Party is entitled to use in any way the full or abbreviated trade name, trademarks, brands and other means of individualization of the other Party without prior permission of the latter. |
| 6.10. Previous relations with the Provider. The Parties agree and acknowledge that, notwithstanding anything to the contrary contained herein and/or in any agreement to which the Provider was or has been a party: |
| 6.10.1. any amount which was due from a Previous Client to the Provider on the date of termination of the relevant Marketing Services Agreement entered into between the Provider and such Previous Client (“Previous Agreement”) and has not been paid as of the date hereof shall be paid to the Provider by such relevant Previous Client; and |
6.10.2. any amount which was due from the Provider to any Previous Client on the date of termination of the relevant Previous Agreement and has not been paid by the Provider as of the date hereof shall be paid to the Client, subject to the terms of the relevant Previous Agreement. Each of the Previous Clients has agreed to be bound by the provisions of this Clause 6.10. by executing the accession letter available at https://yastatic.net/s3/doc-binary/src/legal/en/marketing_global/RIBV_UMNL_MENL_MANL_20230920_BV_Accession_Letter _to_New_Marketing_Services_Agreement-EXECUTION_VERSION_signed.pdf, and the Parties hereby confirm the accession contained in such accession letter. In this Clause 6.10. the “Previous Client” shall mean each of the following: (i) Ridetech International B.V., a company duly registered under the laws of the Netherlands at Schiphol Boulevard 291, 1118 BH Schiphol, the Netherlands; (ii) Uber ML B.V., a company duly registered under the laws of the Netherlands at Schiphol Boulevard 291, 1118 BH Schiphol, the Netherlands; (iii) MLU Africa B.V., a company duly registered under the laws of the Netherlands at Schiphol Boulevard 291, 1118 BH Schiphol, the Netherlands; and (iv) MLU Europe B.V., a company duly registered under the laws of the Netherlands at Schiphol Boulevard 291, 1118 BH Schiphol, the Netherlands. |
| 7. ADDRESSES AND DETAILS OF THE PARTIES |
| 7.1. The Client: |
| 7.1.1. Registered address: 104A, First floor, Bld. 12, Dubai Internet City, Emirate of Dubai, the UAE |
| 7.1.2. Place of business: 104A, First floor, Bld. 12, Dubai Internet City, Emirate of Dubai, the UAE |
| 7.1.3. Postal address: 104A, First floor, Bld. 12, Dubai Internet City, Emirate of Dubai, the UAE |
| 7.1.4. Banking details: As provided by the Provider to the Client via the Web Interface. Addresses and other details of the Provider have been provided by the Client in course of Registration. |
| 7.2. The Provider: |
| 7.3. A Party shall immediately notify the other Party by a Written Notice about any changes in the information contained in this Section 7. |
| Date of publication: 19.08.2024 Date of entering into force: — |
| Previous version of the document: https://yango.com/legal/marketing_global/28122023 Previous version of the document: https://yango.com/legal/marketing_global/13072023 |
| Marketing Services Agreement |
| The Client (as defined below), and the Provider (as defined below), have agreed as follows: |
| Terms and Definitions |
| ‘Agreement’ shall mean this Marketing Services Agreement entered into by and between The Client and the Counterparty placed online at https://yango.com/legal/marketing_global. |
| ‘Marketing Annex’ shall mean a document the most recent version of which is available on-line in the Partner Web Interface applicable in the respective Country. The Fees for Marketing Services are incorporated into the Agreement by reference and constitutes an integral part of the Agreement. The Marketing Annex may change, supplement, and (or) disapply any provisions of the Agreement. In case of any discrepancies between the provisions of the present Agreement and the provisions of the Marketing Annex, the provisions of the Marketing Annex shall prevail. |
| ‘Data Processing Agreement’ shall mean the agreement as available at https://yango.com/legal/dpa that is deemed to be incorporated into the Agreement by reference. |
| ‘Marketing Services’ or ‘Services’ shall mean the services detailed in the respective Marketing Annex. |
| ‘Country’ shall have the meaning attached to this term in the Marketing Annex. |
| ‘E-Service’ shall mean the services detailed in the E-Service Agreement entered into by Client and Provider. |
| ‘Provider’ shall mean a legal entity rendering services of passenger and baggage transportation under the applicable laws. Provider has concluded an E-Service Agreement available online at https://yango.com/legal/saas_global with the Client |
| ‘User’ shall mean an individual who has unconditionally accepted the terms and conditions of the Terms of Use and the License Agreement for the E-Service application for mobile devices. |
| ‘Request’ shall mean information on a potential demand for services involving the transportation of passengers and baggage by a passenger vehicle in the territory of the Country. |
| ‘Driver’ shall mean an individual who concluded an agreement with the Provider or any other third party, has the relevant right to drive the vehicle and actually drives the Vehicle to be used for transportation of passengers and baggage by a passenger vehicle and is registered with the Client by the Provider. |
| ‘Partner Web Interface’ means the section of the website containing information about the Provider, statistics data and other information with regard to the services to be rendered by the Provider to the Client hereunder, services related to provision of access to the E-Services to be rendered by the Client under the E-Service Agreement, and providing opportunity of remote interaction between the Parties under the said Agreements, which shall be accessible for the Provider after logging in on the Client’s website using the login and password of the Provider. |
| ‘Reporting Period’ means the period of time following which the Parties shall calculate the cost of the Services under this Agreement; it may be equal to a calendar month unless otherwise defined in the Marketing Annex. At the same time the Reporting Period means the period of time from the date when this Agreement comes into force to expiration of the respective month period (unless the report expressly provides for otherwise), while the last Reporting Period means the period of time from the date when the respective calendar period starts to the date of expiration of the validity period or termination hereof. |
| ‘The Client’ shall mean RideTechnology Global FZ-LLC, a Free Zone Limited Liability Company with the registered place of business at 104A, First floor, Bld. 12, Dubai Internet City, Emirate of Dubai, the UAE. |
| ‘Effective Date’ shall mean the date of the Agreement determined pursuant to the electronic records of the Service and Agreement on Acceptance as provided by ss. 5.1.-5.2. below |
| This Agreement may contain the terms not defined in this Section of the Agreement. In this case such a term shall be interpreted in accordance with the text of this Agreement, the E-Services Agreement and respective annexes. |
| 1. Subject Matter of the Agreement |
| 1.1. The Provider undertakes to render to the Client the Marketing Services intended to increase the accessibility to and the quality of the E-Service, to promote and to increase the number of active Users of the E-Service in the territory of the Country. |
| 1.2. The Client undertakes to pay for the Services to be rendered by the Provider according to the procedure and on the terms agreed upon between the Parties herein. |
| 1.3. The Client is entitled to control performance by the Provider of its obligations hereunder. |
| 1.4. The Provider is entitled to engage third parties to render the Services (including, but not limited to, the “scouts” to render the services for offline driver acquisition), while remaining liable for their actions as if they were its own. |
| 2. Obligations of the Parties |
| 2.1. The Client shall: |
| 2.1.1. Transfer the information about targeted audience of the Services; |
| 2.1.2. Ensure access of the Provider through the Partner Web Interface to the statistics data under the Requests that are subject to the Services. |
| 2.2. The Provider shall: |
| 2.2.1. Ensure that the Services are provided at industry standards level. |
| 2.2.2. Unless agreed otherwise, On or before the fifth (5th) day of the month following the Reporting Period, submit to the Client the Services Report. |
| 2.2.3. To maintain the quality level of the Service provided to the Users, guarantee the accuracy of the data about drivers, including copies of passports, driver’s licenses, licenses for passenger transportation by vehicles, other documents and information in accordance with the E-Services Agreement. The documents and information specified in this clause shall be submitted to the Client within three (3) business days from the date when the respective request is sent to the Provider. |
| 3. Marketing Services Fees and Payment Procedure |
| 3.1. Fees shall be determined in the respective Electronic report and paid in the currency defined in the Marketing Annex. |
| 3.2. The Parties have agreed that the Client may amend the Marketing Annex when he considers necessary without the consent of the Provider and, such amended Marketing Annex shall be binding on the Provider when it becomes available for viewing via the Partner Web Interface. |
| 3.2.1. Each Party to the Agreement shall be liable for calculation and payment of taxes in accordance with the applicable tax laws in force. Fees shall include all the applicable taxes, charges, duties and/or other payments to be calculated in accordance with the tax laws of the country of registration of the Provider (if applicable). Fees shall be transferred by the Client without withholding of any taxes, charges, and/or duties in accordance with the tax laws of the Client country of registration. |
| 3.3. The Client will make payments within the respective Reporting Period, when the amount due to the Provider exceeds the limit, defined in the Marketing Annex. Within ten (10) business days from the date of the end of the Reporting Period, the Client will forward the Provider an Electronic report with respect to the Services provided during such a Reporting Period. For the currency control and accounting purposes, the Provider may issue an invoice for the respective number of payments. The Client may, when considering necessary, make advance payments in the amounts necessary for the provision of the Services. |
| 3.4. The Parties acknowledge that to calculate the cost of the Services rendered by the Provider only the Client’s statistics data reflected in the Partner Web Interface shall be used. |
| 3.5. The Client shall be deemed having performed its obligations to pay for the Services from the date when the respective monetary amount is debited from the Client settlement account. |
| 3.6. If in the Reporting Period the Provider failed to comply with the Requests, including the Requests with the discount (as applicable, the Services shall be deemed not rendered. |
| 3.7. The Parties have agreed that when calculating the cost of the Services according to the procedure established in clause 3.1 of the Agreement no amount of the discounts granted by the Provider when complying with the Requests which were generated in bad faith shall be taken into account, including the Requests generated independently by the Driver complying with the Request and all the other Requests complied with by such driver in the Reporting Period. The Request independently generated by the Driver complying with such Request shall be marked in the Partner Web Interface as “bad”. The Driver independently generating a Request/Requests shall be marked in the Partner Web Interface as “fraud”. The Client is entitled to determine at its own discretion, whether this or that Request is generated in bad faith, and not to disclose to the Provider the algorithm of how to detect the Requests generated in bad faith and to determine the drivers who independently generate the Requests. |
| 3.8. The Client may set off or deduct any amount from any payment that is due and payable to or by the Provider pursuant to this Agreement without any notice to or agreement or permission of the Provider and without signing any document. |
| 3.9. The Provider accepts and agrees that the Client may authorize a third party to make any payment that is due and payable to the Provider pursuant to this Agreement without any notice to or agreement or permission of the Provider and without signing any document; and that such payment shall be deemed as a due fulfillment of the Client’s payment obligations under this Agreement and shall be accepted as such by the Provider. 3.10 In certain cases, the Client may cancel partially or in full the payment of Marketing Services Fees if the Client suspects that the Provider or Provider’s drivers are involved in fraud or abuse of bonuses or compensations. If the Client has reasonable cause to suspect any fraudulent activity by the Provider or the Provider’s drivers, the Client may withhold payments owed until the suspicion of fraud has been cleared. |
| 4. Liability of the Parties |
| 4.1. The Parties shall be liable for violation hereof under this Agreement and the applicable laws. |
| 4.2. In case of improper performance by a Party of its obligations under the Agreement, the other Party is entitled to unilaterally repudiate this Agreement sending to the other Party the respective written notice. |
| 4.3. If the Provider violates clause 2.2.1. hereof, the Provider shall pay to The Client a penalty amounting to 10 units of currency defined in the Cost of Marketing services for each violation. |
| 4.4. If the Provider fails to perform its obligations and if the Provider fails to comply with the guarantee provided for in clause 2.2.1 of the Agreement resulting in any third party claims, complaints and/or lawsuits filed against The Client, the Provider undertakes to settle the said claims, complaints and/or lawsuits by its own forces and at its own expense as well as to reimburse to the Client expenses for the losses sustained in connection therewith. |
| 4.5. The Parties shall be released from liability for partial or full non-performance of the obligations hereunder if it is caused by force majeure. Force majeure occurrence shall be confirmed by the documents to be issued by the competent authorities. The Party prevented from performance of its obligations hereunder shall immediately notify the other Party about occurrence and termination of the above force majeure. |
| 4.6. Client’s maximum aggregate liability under or in connection with this Agreement in respect of liability for breach of contract, misrepresentation (whether tortious or statutory), tort (including negligence), breach of statutory duty or otherwise shall be limited to 100% of the price of the Services or EUR 10,000 whichever amount is the lower. 4.7. Client shall not under or in connection with this Agreement and whether in contract, tort (including negligence), misrepresentation, breach of statutory duty or otherwise have any liability to the Provider for any special, punitive, indirect or consequential loss, whether or not that party had been advised of the likelihood of any such loss or damage. 4.8. The Proivder will indemnify, keep indemnified and hold harmless Client from and against all costs (including the cost of enforcement), expenses, liabilities, injuries, direct, indirect or consequential loss (which includes without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss), damages, claims, demands, proceedings or legal costs (on a full indemnity basis) and judgments which Client incurs or suffers due to any third party claim or action arising as a consequence of a direct or indirect breach or negligent performance by the Provider of the terms of the Agreement, including breach of any warranty given by the Provider under this Agreement, including any warranty given hereunder. 4.9. The Provider will indemnify, keep indemnified and hold harmless Client from and against all costs (including the costs of enforcement), expenses, liabilities, injuries, direct, indirect or consequential loss (which includes without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss), damages, claims, demands, proceedings or legal costs (on a full indemnity basis) and judgments which Client incurs or suffers as a consequence of in respect of any claim or action brought against it by a third party claiming that possession or use by Client of anything or any right provided, supplied, granted, assigned and/or licensed by the Provider to Customer infringes a third party’s intellectual property rights, or any other third party rights. |
| 5. Validity Period of the Agreement |
| 5.1. This Agreement comes into force between the Provider and the Client by performance of the following actions: |
| 5.1.1. Completing of Registration and clicking on the button "I have read, agree and fully accept the terms and conditions" (or similar in meaning); |
| 5.1.2. Receipt by the Client of the Agreement on Acceptance of this Agreement signed by the Provider and sent via e-mail to the Client. Unless the different Agreement procedures were agreed by the Parties in the Marketing Annex. |
| 5.2. This Agreement shall come into force from the Effective Date and be valid for one (1) year since the date of its execution as per s. 5.1. above. |
| 5.3. The Client has the right to refuse the Provider to conclude the Agreement at any stage of negotiations if the Provider does not meet the criteria of good faith and reliability established by the Client. The Client has the right not to disclose to the Provider the reasons why the Client classifies the Provider as counterparty that does not meet the criteria of good faith and reliability. |
| 5.4. Unless either Party notifies the other Party about its intention to terminate cooperation at least 30 calendar days prior to the date of expiration of the validity period of the Agreement, the validity period of the Agreement shall be extended for the following year. The number of such prolongations is not limited. |
| 5.5. This Agreement may be unilaterally terminated by either Party at any time and without cause by providing at least 3 days prior notice to the other Party. |
| 6. Miscellaneous |
| 6.1. By accepting the terms and conditions of this Agreement and (or) acting upon such terms and conditions, the Parties:
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| 6.2. Governing law |
| This 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. |
| 6.3. Changes. The Client may make any changes to this Agreement (including without limitation the Marketing Annex) which changes shall be binding upon the Parties immediately after they become available for viewing at https://yango.com/legal/marketing_global, or via the Partner Web Interface. The term ‘change’ includes any change, amendment, supplement, deletion, or replacement however effected. The Provider herewith consents to and agrees with such amended Agreement in advance. If the Provider does not agree to the change, he has the right to terminate the Agreement by discontinuing to render the Marketing Services and providing Written Notice of termination to the Client. In this case the termination of the Agreement takes effect on the effective date of the proposed amendment, unless otherwise provided in the Provider’s termination notice. The Provider’s continued provision of the Marketing Services on or after the effective date of the amendment constitutes the Provider’s consent to be bound by this Agreement, as amended. |
| 6.4. Any notices hereunder shall be forwarded by the notifying Party to the address of the Party to be notified by e-mail. At the same time copies of the documents delivered by e-mail shall be recognized by the Parties as binding. |
| 6.5. All the Reports, appendixes and exhibits to the Agreement shall be an integral part hereof. |
| 6.6. Invoices and Reports shall be forwarded by the Provider to the Client by e-mail. |
| 6.7. In the event that one or more provisions of this Agreement are found to be invalid, such invalidity shall not affect the validity of any other provision of this Agreement and the Agreement as a whole. |
| 6.8. Dispute resolution 6.8.1. Any dispute, claim, or controversy arising out of or in connection with this Agreement, including but not limited to issues concerning its existence, termination, validity, interpretation, performance, breach, consequences of nullity, or any non-contractual obligations arising from or in connection with this Agreement ("Dispute"), shall be referred to and finally resolved by arbitration under the Arbitration Rules of the Dubai International Arbitration Centre, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat of arbitration shall be Dubai, United Arab Emirates. The language to be used in the arbitration shall be English. 6.8.2. Prior to initiating any legal proceedings in accordance with clause 6.8.1 above, the Parties agree to undertake mandatory pre-trial amicable negotiations in an earnest effort to resolve the Dispute, during which neither Party shall initiate legal proceedings in relation to the Dispute. The Parties shall use their best efforts to engage in good faith negotiations with the intention of resolving the Dispute amicably. 6.8.3. If the Dispute remains unresolved within 14 (fourteen) calendar days following the occurrence of the Dispute, either party may proceed to initiate legal proceedings as outlined in clause 6.8.1 above. |
| 6.9. The information contained in the Agreement and the information about the fact that the Agreement was concluded shall be confidential. Except when expressly provided for in the Agreement or agreed upon between the Parties in writing in advance in the form of an additional agreement to the Agreement, neither Party is entitled to use in any way the full or abbreviated trade name, trademarks, brands and other means of individualization of the other Party without prior permission of the latter. |
| 6.10. Previous relations with the Provider. The Parties agree and acknowledge that, notwithstanding anything to the contrary contained herein and/or in any agreement to which the Provider was or has been a party: |
| 6.10.1. any amount which was due from a Previous Client to the Provider on the date of termination of the relevant Marketing Services Agreement entered into between the Provider and such Previous Client (“Previous Agreement”) and has not been paid as of the date hereof shall be paid to the Provider by such relevant Previous Client; and |
6.10.2. any amount which was due from the Provider to any Previous Client on the date of termination of the relevant Previous Agreement and has not been paid by the Provider as of the date hereof shall be paid to the Client, subject to the terms of the relevant Previous Agreement. Each of the Previous Clients has agreed to be bound by the provisions of this Clause 6.10. by executing the accession letter available at https://yastatic.net/s3/doc-binary/src/legal/en/marketing_global/RIBV_UMNL_MENL_MANL_20230920_BV_Accession_Letter _to_New_Marketing_Services_Agreement-EXECUTION_VERSION_signed.pdf, and the Parties hereby confirm the accession contained in such accession letter. In this Clause 6.10. the “Previous Client” shall mean each of the following: (i) Ridetech International B.V., a company duly registered under the laws of the Netherlands at Schiphol Boulevard 291, 1118 BH Schiphol, the Netherlands; (ii) Uber ML B.V., a company duly registered under the laws of the Netherlands at Schiphol Boulevard 291, 1118 BH Schiphol, the Netherlands; (iii) MLU Africa B.V., a company duly registered under the laws of the Netherlands at Schiphol Boulevard 291, 1118 BH Schiphol, the Netherlands; and (iv) MLU Europe B.V., a company duly registered under the laws of the Netherlands at Schiphol Boulevard 291, 1118 BH Schiphol, the Netherlands. |
| 7. ADDRESSES AND DETAILS OF THE PARTIES |
| 7.1. The Client: |
| 7.1.1. Registered address: 104A, First floor, Bld. 12, Dubai Internet City, Emirate of Dubai, the UAE |
| 7.1.2. Place of business: 104A, First floor, Bld. 12, Dubai Internet City, Emirate of Dubai, the UAE |
| 7.1.3. Postal address: 104A, First floor, Bld. 12, Dubai Internet City, Emirate of Dubai, the UAE |
| 7.1.4. Banking details: As provided by the Provider to the Client via the Web Interface. Addresses and other details of the Provider have been provided by the Client in course of Registration. |
| 7.2. The Provider: |
| 7.3. A Party shall immediately notify the other Party by a Written Notice about any changes in the information contained in this Section 7. |
| Date of publication: 19.08.2024 Date of entering into force: — |
| Previous version of the document: https://yango.com/legal/marketing_global/28122023 Previous version of the document: https://yango.com/legal/marketing_global/13072023 |