Terms and Conditions (Main)

Terms and Conditions

VENDOR AGREEMENT

THIS VENDOR AGREEMENT (the “Agreement”)

BETWEEN:

MYFITAPE

(the “Client”)

– AND –

XXXXXXXXXXX

 (the “Vendor”)

 

BACKGROUND:

  1. The Client is of the opinion that the Vendor has the necessary qualifications, experience and abilities to provide services to the Client.
  2. The Vendor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Vendor (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:

Services Provided

  1. The Client hereby agrees to engage the Vendor to provide the Client with the following services (the “Services”)
  2. The Services will also include any other tasks which the Parties may agree on. The Vendor hereby agrees to provide such Services to the Client.

Term of Agreement

  1. The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term of this Agreement may be extended with the written consent of the Parties.
  2. Client is entitled to the use of media and re-used on Social media and all belongs to Client once uploaded.
  3. No promotional material to be used on the website such as banners or numbers to be placed on any profiles or commented on the website.
  4. Client is obligated to amend the commission and provide different commissions for the different account on performance reviews at Clients discretion and if there are any changes, this will be notified every 2 weeks.
  5. The use of mobile phone booking on both the app and the website fall under this agreement.

Client’s Obligation

  1. CLIENT shall, based on the specifications provided by the Vendor and set out in the remainder of the terms and condition, design and publish advertisements (the “advertisements”) for bookings (as defined below) which are issued by the vendor.
  2. The bookings shall be published and listed on behalf of the vendor with full-intellectual property rights to CLIENT.
  3. CLIENT has full discretion in the amendment, suspension and deletion of listings on the marketplace. Whether for guideline, marketing and discretional reasons that CLIENT sees fit.
  4. Listing refers to an instrument, provided to customers on behalf of the vendor, in either physical or electronic form, which, when presented to the customer to book the booking slot, product both digital and physical goods.
  5. CLIENT will provide support to both customers and vendors through the following communication channels: phone, email and live chat support.
  6. CLIENT will charge and capture the payment details of customers on behalf of the customer and make payment in a reasonable time to the vendors
  7. Payment will be issued by CLIENT and will accrue the processing fees and admin cost(s) with online and offline transactions.
  8. CLIENT under their discretion will offer media shoots, public exposure for the purpose of advertising online and offline. There will be no additional costs for this unless stated otherwise, in which case, a written notice will be given 1 week in advance.

Vendor’s obligations.

  1. The vendor shall follow the vendor guidelines and procedures as set-out by CLIENT both current guidelines and future guidelines where updated.
  2. The vendor must be transparent with any listing(s), advertisement(s) and promotion to both customers and CLIENT on the platform and offline.
  3. The vendor will provide transparent pricing, clear communication and make their listings accessible to all on the marketplace.
  4. Vendor must maintain their branding and include profile pictures, cover photos and ensure that all the details available on the website is accurate.
  5. Communication for both Vendors and customers must be on the platform using the CLIENT messaging system. Phone calls, text messages and other means of communication are strictly not allowed and any communication outside the platform will affect the accounts standing and breach terms of service.
  6. Clause (15) does not apply where vendor’s onboard their current clients gained outside of CLIENT.

Payment Terms

  1. The vendor accepts the commission charged per transaction on the platform and accept amendments to the commission where amended, changed or updated.
  2. The vendor accepts CLIENT platform to capture payments and escrow amounts on behalf of vendor’s.
  3. Payments will be issued every 2 weeks at the latest, to avoid any frauds, transaction disputes with customers.
  4. The vendor will receive their percentage (%) commission + VAT according to the weekly rota.
  5. The vendor exclude and accept that no liability should be placed for a delay in payment
  6. The vendor will always accept bookings online through CLIENT marketplace and never accept cash, cheque or any other means of monetary value other than CLIENT’s booking platform where a customer books directly with CLIENT.

 

Set-off

  1. The vendor accepts to return any additional amount issued either in fault, error or miscommunication to CLIENT and its customers. This will be applied in a monetary refund in cash or Direct Bank Wire to the CLIENT.
  2. CLIENT may set off against any amounts payable to the vendor any amount owed by the vendor to CLIENT (or to a third party, if such third party claims such amount from CLIENT, or, in CLIENT’s reasonable opinion, will likely do so). The vendor shall not have the right to set off any amounts by the CLIENT.

Confidentiality

  1. Confidential information (the “Confidential Information”) refers to any data or information relating to the Client, whether business or personal, which would reasonably be considered to be private or proprietary to the Client and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
  2. The Vendor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any confidential information which the Vendor has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the term of this Agreement and will survive 2 years upon termination of this Agreement.
  3. All written and oral information and material disclosed or provided by the Client to the Vendor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Vendor.

Ownership of Intellectual Property

  1. All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the “Intellectual Property”) that is developed or produced under this Agreement, is a “work made for hire” and will be the sole property of the Client. The use of Intellectual Property by the Client will not be restricted in any manner.
  2. The Vendor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Vendor will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.

Capacity/Independent Vendor

  1. In providing the Services under this Agreement it is expressly agreed that the Vendor is acting as an independent Vendor and not as an employee. The Vendor and the Client acknowledge that this Agreement does not create a joint venture between them, and is exclusively a contract for service. The Client is not required to pay, or make any contributions to, any social security, local, state tax, unemployment compensation, workers’ compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Vendor during the Term. The Vendor is responsible for paying and complying with reporting requirements for, all local and state taxes related to payments made to the Vendor under this Agreement.

Indemnification

  1. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

Modification of Agreement

  1. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing accepted by each Party or an authorized representative of each Party.

Entire Agreement

  1. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

Governing Law

  1. This Agreement will be governed by and construed in accordance with the laws of the United Arab Emirates.

Severability

  1. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

Waiver

  1. No waiver of any right hereunder by either party shall operate as a waiver of any other rights, or of the same right with respect to any subsequent occasion for its exercise, or of any right to damages. No waiver of either party or any breach of this agreement shall be held to constitute a waiver of any other breach or of a continuation of the same breach. All remedies provided by this agreement are in addition to all other remedies provided by law. The agreement may not be amended except by writing accepted by each of the Parties.

COVD-19 

42. MYFITAPE offers a platform as a service online and to connect clients and vendors and takes stringent notices for both customers and clients to adhere to all guidelines and measures outlined by the UAE government and respected Government Bodies.

43. All bookings are to adhere to all measure, precautions and safety guides prior to booking, during and post booings.

44. Both clients and vendors are responsible when conducting sessions and any liability that arises excludes MYFITAPE as a relevant party and any loss, damage, injury or death or any related matter that infringes the liability of MYFITAPEs independence to either party will not be valid.

45. Both customer and client agree that in case(s) where they test positive, than MYFITAPE is not liable for any repercussion damages to either party including 3rd parties. 

46. MYFITAPE reserves the right to cancel, amend and terminate access to the platform, agreements, commissions and measures under their discretion if there is reasonable doubt that any party is not adhering to the rules.

 

IN WITNESS WHEREOF the Parties have duly accepted the agreement and by proceeding they accept all terms on the website, app and any access to the platform.

 

Subscriptions

47. MYFITAPE provides the ability for partners to participate in a subscription basis offering to the wider market at a fixed market rate per session

48. All subscriptions are billed monthly in advance and the platform accepts the following payment methods: visa debit, credit and local UAE cards.

49. The Subscriptions are paid monthly and billed monthly and the registered cards are charged on each 30 calendar date.

50. By default ‘auto-renewal(s)’ on plans are activated for auto-renewal unless paused or cancelled.

51. Customers who have yet completed their current month’s sessions will be able to carry forward their current sessions to the new month

52. The client accepts that auto-renew will be credited into their account for future use across the platform (Website or App) and refunds will not be permitted against the time schedule of the availability of the trainer unless under the discretion of MYFITAPE.

53. All subscriptions take effective block bookings a month in advance, all subscriptions will need to be cancelled 14 days.

54. Under MYFITAPE’s discretion, refunds will be processed pro-rata and will count each day as a booking. There are no refunds unless any mitigating circumstances.

55. Request for pausing and cancellation of any plans will have to be administered manually from the accounts page directly or notice to be served in writing. 

56. Any refunds over the amount of 1,000AED will incur a merchant transaction fee of 49AED + 30% deduction which will be issued by the relevant merchant provider. 

57. By subscribing to any Plans, MYFITAPE is not liable for any financial loss, damages incurred through auto-renewals or an error in transactions.

58.  MYFITAPE preserves all data through a 256 bit-encryption server to ensure maximum security at all times but by using the services, clients accept that no loss, damages or financial damages can be imposed for any fault, negligence or error in part from MYFITAPE to the client.

59.  If the client decides to switch from a subscription plan to an ad-hoc booking, then the difference will be calculated on individual sessions with the relevant trainer rates. 

60. Rates of ‘exchanged bookings’ will be calculated on the recent rates offered by the partner and not the prices during the time of booking.

61. If subscriptions are converted to ad-hoc (individual) sessions, then the balance will start at 70% minus any sessions taken at the partners market rates.

6. Any credits left over will be credited to the account to be used within the first 60 calendar days. Wallets will need to then be topped up and used for the plans.

Refunds

– Refunds are valid prior to take the 1st session unless stated otherwise minus administration fees, clients booking will receive a 100% refund.

– Refunds will be calculated against any bookings taken plus a 30% admin fee after the 1st session has been taken

Termination

-Terms of user accounts is a penalty strike the platform will take against, users who violate the terms of services.

This includes, but not limited to; communication outside the platform, payments outside of the platform, fraudulent activities, verbal and physical abuse to other users or partners, discrediting the company, it’s intellectual property rights, abuse of the wallet systems and currencies, sharing logins details of others users or partners and anything deemed under the discretion of the company to constitute a strike.

-Terminations will be issued in writing and MYFITAPE is not obligated to issue any written notice under these terms. 

– Any funds or payouts that have caused irreversible damage caused to MYFITAPE of its services will be withheld and an investigation will be open to finalize final payments for damages to any of it’s physical, digital or intellectual rights or properties.