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.”
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.
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.
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.
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.
13.1 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 email@example.com or on the portal twenty four hours a day whole year.
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 firstname.lastname@example.org
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.
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.
22.1. 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.
24.1 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.