THIS AGREEMENT between Super
Massive White Hole DWC LLC Limited Liability Company, with an address at Building E, Office 0551, Business Park, Dubai World Central,
Dubai, UAE, P.O Box 643744 owners of Spa Adviser Platform, hereinafter referred to as “Spa Advisers” and
You: (as per the details and documents upload by you) hereafter refer as “Wellness Center.”
WITNESSETH
WHEREAS, it is
a wellness services business; and
WHEREAS, Spa
Advisers establishes relationships with Wellness Centers of all types of
services, which can provide first class service to Spa Adviser’s Clients,
hereinafter referred to as “Client”; and
WHEREAS, Wellness
Center is in the business of Wellness Service desired by our clients such as
but not limited to SPA, Beauty and healthcare services; and
WHEREAS, Wellness
Center is desirous of contracting with Spa Adviser to become and remain a part
of Spa Advisers’ preferred Wellness Center list; and
WHEREAS, Spa
Adviser is desirous of contracting for Wellness Center’s services:
WHEREAS,
Subject to the terms and conditions of this Agreement, the Wellness
Center shall operate as a non-exclusive distributor of Spa Advisers.
NOW,
THEREFORE, in consideration of the business opportunities provided to Wellness
Center by being on Spa Adviser’s preferred Wellness Center list, as described
herein in further detail, and in further consideration of the promises,
covenants, and agreements herein contained, it is hereby agreed by and between
the parties hereto as follows:
1. SERVICES
TO BE PERFORMED BY WELLNESS CENTER:
1.1. Wellness
Center shall provide such services to Clients as are usually provided by Wellness
Center in its business and will provide such services upon request by Spa Adviser.
1.2 Wellness
Center agrees to provide exemplary service, with Client’s complete satisfaction
being the ultimate goal. Wellness Center’s exemplary service will be measured,
among other factors, by Client’s satisfaction, and Wellness Center’s ability to
work with Spa Advisers. Wellness Center agrees to provide service to all of Spa
Adviser’s Clients without prejudice. 2. WELLNESS CENTER RATES: Wellness Center
agrees to bill Spa Advisers at the rates agreed upon and set forth on Schedule
A attached hereto. Spa Advisers acknowledges that from time to time Wellness
Center may wish to raise its rates. However, Wellness Center agrees that it
cannot collect any charges above and beyond the fees set forth in Schedule A,
unless it gives at least thirty (30) days prior written notice to Spa Advisers
and such changes are approved by Spa Advisers, in writing.
1. 3 If Wellness
Center is requested to provide additional services to Client which are not
listed on Schedule A, Wellness Center must first provide Concierge with a
written estimate of services to be performed and Wellness Center’s fees
therefor. Said estimate must be approved, in writing, prior to the rendering of
such services. Failure to obtain written approval for additional services not
listed on Schedule A will result in Wellness Center’s inability to collect fees
from either Spa Advisers or Client for services rendered in violation of this
paragraph.
2. WELLNESS
CENTER COMPENSATION:
Spa Advisers
will remit payment to Wellness Center within five (5) days of receipt by Wellness
Center of payment by the Client for services rendered by Wellness Center. Spa
Advisers will not be responsible for payment for Wellness Center’s services
until customer is fully satisfied and until Customer has made payment for said
services to Spa Advisers. The client’s satisfaction is based on the quality of
the wellness services. Wellness Center’s compensation will be for the services
rendered, minus any referral fees as set forth herein.
3.
ADDITIONAL SERVICES AND FAILURE TO PERFORM:
Wellness
Center agrees to be solely responsible for additional services needed to
satisfy the customer, if the services provided by Wellness Center were not
originally provided to customer’s satisfaction. Wellness Center acknowledges
that its failure to perform as contracted, whether due to quality of service,
timely service, or other failure to perform may severely impact Spa Advisers’s
business. Accordingly, any failure of Wellness Center to perform its services
in a timely manner, or at the required location, pursuant to its contracts, or
in the exemplary quality it has promised herein, will result in providing the
same service free of charge with the next request. This provision in no way
limits Spa Advisers’s ability to terminate this Contract as set forth herein.
4 General
Terms:
4.1. For the
term of this Agreement, Parties have agreed that the Service shall be made
available by Wellness Center to the Affiliate as set out in Affiliate Partner
Registration Form (i.e. Link, or Micro Site) and on the website(s) as set out
in Affiliate Partner Registration Form (i.e. the Affiliate Website(s)).
4.2. When a
booking is made by a visitor on or through the Wellness Center Websites through
the System, Spa Advisers shall be solely responsible for the transmit of the
relevant reservation details from the visitor who completed a booking for
wellness service (e.g. the date of appointment, services, and service rate,
guest name and address) and (sending of) the subsequent (email) confirmation to
the Client.
4.3. The
Service shall include customer services to and for the benefit of the Clients.
The Wellness Center shall promptly refer and/or forward all customer service
related issues and questions in respect of the Service, (the consummation of)
the booking (including any amendment or cancellation of the booking), the
Wellness Center and all other relevant (payment) issues, complaints and
questions directly to (the customer service center of Spa Advisers and not
provide any further services in this respect.
5.
CONCIERGE REFERRAL FEE:
Wellness
Center agrees to pay Spa Advisers a fee for referring Wellness Center to
Clients. This fee (hereinafter “referral fee”) shall be deducted from the final
payment to be made to Wellness Center as described herein. The referral fee
shall be charged at a rate of 10 % for personal accounts and 15% for corporate
accounts. Accounts are considered corporate when the client is not signing on
as an individual but as a business, organization, residential society, etc. For
removal of doubt, the 10% deduction includes referral fee, bank transfer fee
and any other associate costs.
6.
ADVERTISING:
Wellness
Center hereby agrees to allow Concierge to utilize Wellness Center’s name on Spa
Advisers’s website, pamphlets, or other publications to promote the
relationship created herein.
7.
REPRESENTATIONS AND WARRANTIES
7.1 Wellness Center warranties
The Wellness
Center hereby represents and warrants to SPA ADVISERS that for the term of this
Agreement:
(i) the Wellness Center has all necessary
rights, title to, power and authority to own, operate and use the Affiliate
Website(s) (including the relevant domain name(s)) and to include the Link, the
Micro Site or the Connection (as applicable) on the Wellness Center Website(s);
(ii) the Wellness Center Website(s) shall not
(a) violate Spamming Regulations, public policy and morals, or (b) contain any
inappropriate, improper or unlawful content, reference, material, information,
links or banners (e.g. in respect of porn or racism), defamatory statements,
elements which violate the privacy of third parties or are abusive, offensive
or obscene;
(iii) the Wellness Center holds and has complied
with all permits, licenses and other governmental authorizations necessary for
conducting, carrying out and continuing its operations and business, and
(iv) the Wellness Center is an independent
contractor for all purposes, and will be responsible and liable for its own
taxes, social contributions and all other tax related matters.
7.2 Parties warranties and undertakings
7.2.1 Each Party represents and warrants to the
other Party that for the term of this Agreement:
(i) it has the full corporate power and
authority to enter into and perform its obligations under this Agreement;
(ii) it has taken all corporate action required
by it to authorise the execution and performance of this Agreement;
(iii) this Agreement constitutes legal valid and
binding obligations of that Party in accordance with its terms.
8. TERM,
TERMINATION AND SUSPENSION
8.1 Term, termination and suspension
8.1.1 Unless agreed otherwise, this Agreement shall
commence on the date hereof for indefinite period of time.
8.1.2 Each Party may terminate this Agreement with
immediate effect at any time and for any reason, by written notice to the other
Party.
8.1.3 Each Party may terminate this Agreement or
suspend this Agreement in respect of the other Party, with immediate effect and
without a notice of default being required in case of:
(a) a material breach by the other Party of any
term of this Agreement;
(b) bankruptcy or suspension of payment in
respect of the other Party, or
(c) a change of Control in respect of the other
Party.
8.1.4 This Agreement will terminate automatically in
the case that no Materialized Transactions are effected in a period of 12
consecutive months.
8.1.5 Upon termination of this Agreement SPA ADVISEERS
shall continue to pay to the Wellness Center any outstanding Commission in
accordance with this Agreement for a period of 12 months after the termination
date, on the condition that SPA ADVISERS has the correct contact and banking
details for the Wellness Center during that period. Should the Affiliate fail
to claim any unpaid Commission within that 12 month period, such failure shall
constitute an effective waiver of the Wellness Center’s right to claim such
Commission.
9. DISPUTES:
Any
controversy or claim arising out of, or relating to, this Agreement, or the
breach thereof, will initially be mediated by a mediator mutually agreed upon
by the parties. In the event that the parties cannot mutually agree upon a
mediator, or if the mediation is unsuccessful, the controversy or claim shall
then be submitted to binding arbitration in accordance with the Rules of the Dubai
Chamber of Commerce, and judgment upon the award of the Arbitrator may be
entered in any Court having jurisdiction thereof. The fees of the mediator
and/or the arbitrator shall be equally paid by the parties hereto.
10.
INDEPENDENT CONTRACTOR:
Both Spa
Advisers and Wellness Center agree that the relationship created by this
Agreement is that of Independent Contractor, and not that of employee and
employer, and shall not be construed otherwise. Wellness Center shall furnish
duly qualified persons to provide the services under this Agreement, which
persons shall at all times be either employees or subcontractors of Wellness
Center, and not employees of Spa Advisers. Spa Advisers is not responsible for
deducting, and shall not deduct, from payments to Wellness Center any amounts
for withholding tax or other similar items relating to Wellness Center or Wellness
Center’s employees. Wellness Center shall be solely responsible for deducting
and paying such items.
11.
NON-LIABILITY:
SPA ADVISERS
SHALL NOT BE HELD LIABLE OR RESPONSIBLE FOR ANY PORTION OF WELLNESS CENTER’S
SERVICES TO SPA ADVISERS’S CLIENTS. SPA ADVISERS MAKES NO WARRANTY, OR
GUARRANTY, NEITHER EXPLICIT NOR IMPLIED, THAT ANY OF SPA ADVISERS’S CLIENTS
WILL MAKE PAYMENT FOR SERVICES RENDERED BY WELLNESS CENTER. SPA ADVISERS WILL
NOT BE RESPONSIBLE TO MAKE PAYMENT TO WELLNESS CENTER FOR SERVICES RENDERED
UNTIL WELLNESS CENTER HAS COMPLETED ITS SERVICES AS DESCRIBED HEREIN AND UPON
PAYMENT FOR THOSE SERVICES FROM CLIENT.
12.
LIMITATION OF LIABILITY: THE LIABILITY OF THE SPA ADVISERS, IF ANY, AS A RESULT
OF THIS CONTRACT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE
TOTAL CHARGES BILLED BY WELLNESS CENTER TO SPA ADVISERS DURING THE PERIOD OF
ONE (1) YEAR FROM THE DATE OF THIS CONTRACT. THE SPA ADVISERS WILL NOT BE
LIABLE FOR DAMAGES WHICH ARE INCIDENTAL OR CONSEQUENTIAL DAMAGES EVEN IF THE SPA
ADVISERS HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. SUCH DAMAGES INCLUDE,
BUT MAY NOT BE LIMITED TO, SUCH ITEMS AS LOSS OF PROFITS. ALL CLAIMS OF ANY
TYPE BY WELLNESS CENTER AGAINST SPA ADVISERS MUST BE BROUGHT WITHIN ONE (1)
YEAR OF OCCURRENCE OR BE FOREVER BARRED. THE REMEDIES EXPRESSED IN THIS
CONTRACT ARE THE SOLE AND EXCLUSIVE REMEDIES AVAILABLE.
13. CONFIDENTIALITY
13.1 Confidential Information
Parties
understand and agree that in the performance of this Agreement, each Party may
have access to or may be exposed to, directly or indirectly, confidential
information of the other party (the "Confidential Information").
Confidential Information includes Customer Data, transaction volume, marketing
and business plans, business, financial, technical and operational information,
usage statistics, ranking data, information in respect of rate, product and
availability parity, pricing policies, conversion data and volume of
click-troughs, and other related statistics, personal data of Guests, any
software or information regarding software provided or used by SPA ADVISERS in
connection with this Agreement, the terms of this Agreement and such other
non-public information that either a disclosing party designates as being
private or confidential or of which a receiving party should reasonably know
that it should be treated as private and confidential.
13.2 Protect and safeguard Confidential
Information
Each Party
agrees that: (a) all Confidential Information shall remain the exclusive
property of the disclosing party and receiving party shall not use any
Confidential Information for any purpose except in furtherance of this
Agreement, (b) it shall maintain, and shall use prudent methods to cause its
employees, officers, representatives, contracting parties and agents (the
"Permitted Persons") to maintain, the confidentiality and secrecy of
the Confidential Information, (c) it shall disclose Confidential Information
only to those Permitted Persons and who need to know such information in
furtherance of this Agreement, (d) it shall not, and shall use prudent methods
to ensure that Permitted Persons do not (i) copy, publish, transmit, reproduce,
divulge, disclose or make the Confidential Information available to any third
party, or (ii) use or store it in an unprotected retrieval system or data base
(other than pursuant to the terms hereof), and (e) it shall return or destroy
all ((hard and soft) copies of) Confidential Information upon written request
of the other Party.
13.3 Permitted disclosure
Notwithstanding
the foregoing, Confidential Information shall not include any information to
the extent it (i) is or becomes part of the public domain through no act or omission
on the part of the receiving party, (ii) was possessed by the receiving party
prior to the date of this Agreement, (iii) is disclosed to the receiving party
by a third party having no obligation of confidentiality with respect thereto,
or (iv) is required to be disclosed pursuant to law, court order, subpoena or
governmental authority.
13.4 Customer Data
The Parties shall use commercially reasonable
efforts to safeguard the confidentiality and privacy of Customer Data and to
protect it from unauthorized use or release.
14.
NON-COMPETITION AGREEMENT:
Wellness
Center hereby agrees to utilize Spa Advisers for all Clients referred to Wellness
Center by Spa Advisers, in perpetuity. Wellness Center agrees not to
independently negotiate with Clients without the prior written consent of SPA
ADVISERS with other websites or portals. Wellness Center further agrees not to
establish any service similar to that run by SPA ADVISERS, or to engage in a
relationship with any other company similar to that run by Spa Advisers without
written permission of Spa Advisers.
15. BUSINESS
HOURS:
SPA ADVISERS
is available 9-6 pm, Sunday-Thursday. SPA ADVISERS and its personnel can be
reached by telephone at +971 4 311 6609 or by facsimile at help@spa-adviser.com
or on the portal twenty four hours a day whole year.
16. NOTICES:
All notices necessary or desirable to be given hereunder shall be
in writing and delivered in person or sent by certified mail or overnight
delivery, return receipt requested, or by facsimile, if to Spa Advisers,
addressed at:
+971 4 311 6609 or by
facsimile at help@spa-adviser.com
Wellness
Center’s Name: As uploaded to our portal
by Wellness Center
Wellness
Center’s Address: As uploaded to our portal by Wellness Center
or to such
other address as is stated in a notice given in compliance herewith. Any notice
in accordance with the foregoing shall be deemed to have been given when
delivered in person, or by facsimile, or by email, or, if mailed, on the day
received or refused by the intended recipient. Notices by facsimile or email
will be deemed to have been received on the transmission date unless sent
outside of normal business hours, in which case receipt will be deemed to be
the next normal business day.
17. LEGAL
FEES:
If either
party brings an arbitration proceeding or a law suit in order to enforce or
interpret the provisions of this Agreement, the prevailing party shall be
entitled to reasonable attorney’s fees in addition to any other relief to which
that party may be entitled.
18.
APPLICABLE LAW:
The
interpretation, construction, and enforcement of this Agreement shall be in
accordance with the Law of the United Arab Emirates.
19.
AMENDMENTS:
Any changes
or amendments to this Agreement shall be communicate electronically. Wellness
Centers shall approve any amendment to this agreement electronically on the
website of Spa Advisers.
20. PARTIES
BOUND:
This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective heirs, executors, administrators, successors and permitted
assigns.
21. ENTIRE
AGREEMENT:
This
instrument embodies the entire agreement between the parties hereto with
respect to the transactions contemplated herein, and there have been no agreements,
representations or warranties between the parties other than those set forth or
provided for herein.
22. Disclaimer
22.1. Except as otherwise expressly provided in
this Agreement, neither Party makes any representation or warranty, express or
implied, in connection with the subject matter of this Agreement and hereby
disclaims any and all implied warranties, including all implied warranties of
merchantability or fitness for a particular purpose regarding such subject
matter. Spa Advisers provides the
Service on an "as is" and "as available" basis.
22.2. Each Party acknowledges the difficulties
inherent to the use of the Internet, in particular, varying speeds and
congestion in the network can cause interruptions and difficulties in accessing
a Website. Each Party excludes any and all liability in respect of the other
Party which is related to any (temporary (scheduled or unscheduled) and/or
partial or wholly) breakdown or downtime (for maintenance, updates or
otherwise) of the Websites, the Secured Website, the System and/or the Service.
23. Partial
invalidity
If any
provision of this Agreement is or becomes invalid or non-binding, the Parties
shall remain bound by all other provisions hereof. In that event, the Parties
shall replace the invalid or non-binding provision by provisions that are valid
and binding and that have, to the greatest extent possible, a similar effect as
the invalid or non-binding provision, given the contents and purpose of this
Agreement.
24. Translation
24.1 The original English version of this
Agreement may have been translated into other languages. The translated version
of this Agreement is a courtesy and office translation only and the Wellness
Center cannot derive any rights from the translated version. In the event of a
dispute about the contents or interpretation of these terms and conditions of
this Agreement or in the event of a conflict, ambiguity, inconsistency or
discrepancy between the English version and any other language version of this
Agreement, the English language version shall apply and prevail and be
conclusive and binding. The English version shall be used in legal proceedings.
25. Execution,
performance and effect
The Agreement
only enters into force and effect upon digital confirmation of acceptance and
approval of the Wellness Center by Spa Advisers. By registering and signing up
to the Spa Advisers partner programme as affiliate Wellness Center, the Wellness
Center agrees, acknowledges and accepts the terms and conditions of this
Agreement.
By clicking the link
below, you are agreed to the above agreement without any disclaimer or waiver.