This agreement is effective on the same date the Taker’s client accepts the terms and conditions of Taker (taker.io/terms)

PARTIES

Taker’s client who opts into the agreement through Taker’s platform (“Customer”); and

 

CAREEM TRANSPORTATION INFORMATION TECHNOLOGY COMPANY LLC, a limited liability company having its registered office at Exit 8, P.O. Box 17845, Dammam Road, City Code 11494, Riyadh, K.S.A (“Careem” or “Supplier”).

 

RECITALS

Supplier is a digital transportation and logistics network which operates a software platform matching, amongst other things, Service Providers (as defined below) with users seeking to deliver items from one location to another, using the Supplier’s technology.

Supplier accepts, amongst other things, item food delivery bookings on behalf of its Service Providers via the Careem Platform.

Customer wishes to appoint Supplier to provide the Services (as defined below) in accordance with the terms of this Agreement.

 

1. DEFINITIONS

In this Agreement, unless the context otherwise requires, the following words and phrases shall have the following meaning:

Agreement

means this agreement for the supply of Services by Supplier to Customer;

Agreement Date

means the date set out above;

Applicable Law

means all national, state, local, municipal legislation, regulations, statutes, by-laws, consents and/or other laws and any other instrument having the force of law as may be issued and in force from time to time (and any amendment or subordinate provisions) relating to or connected with the activities contemplated under this Agreement wherever so located or performed;

Bookings

means any booking for Delivery Services made by the Customer via the Careem Platform;

Business Day

means any day other than a weekend, official public holiday or a day when banks are closed for business in the Territory;

Buyers

means a person to whom a Product shall be or is delivered by a Service Provider as identified by a Customer via the Careem Platform;

Careem Platform

has the meaning given to it in recital (A);

Charges

means the amount payable by Customer to Supplier for the supply of the Services and the Delivery Services under this Agreement, such amounts being as set out in Schedule 1 (Charges) to this Agreement and as displayed on the Supplier App;

Claim

means any claim, action, suit or proceeding asserted by any person;

Confidential Information

means this Agreement and all information of any nature which a Party may have or acquire before or after the Agreement Date, however conveyed (whether in writing, verbally or by any other means), which relates to the business, price lists, Personnel, Service Providers, Buyers, suppliers and customers of a Party and its affiliates (whether or not designated as Confidential Information by the disclosing Party), and all information designated as confidential or which ought reasonably to be considered confidential;

Consents

means any consents, licences and permissions (statutory, regulatory or otherwise) that a Party may require whether to comply with Applicable Law, to perform its obligations under this Agreement, or otherwise;

Currency

means Saudi Riyals;

Delivery Services

means the delivery of a Product by a Service Provider to a Buyer on behalf of the Customer via the Careem Platform;

Direct Loss

means any loss or damage of whatever nature that is not Indirect Loss and which flows naturally from the event giving rise to it;

Dispute

means any dispute, question or difference of opinion between Customer and Supplier arising out of or in connection with this Agreement;

Dispute Notice

means a notice by a Party specifying the existence of a Dispute under or in connection with this Agreement and calling for its resolution under Clause 15;

Force Majeure Event

means any event or occurrence which prevents a Party from performing any or all of its obligations under this Agreement and which arises from, or is attributable to acts, events, omissions or accidents which are unforeseeable and beyond the reasonable control of the Party so prevented or affected and may include governmental act, regulatory changes/actions, war, fire, flood, explosion or civil commotion;

Future Booking

means any Booking made more than 1 hour in advance of the required pick up time;

Good Industry Practice

means the practices, methods and procedures and that degree of skill, diligence, prudence, foresight and judgment which would be expected to be observed by a skilled and experienced supplier engaged in the same or similar activities under the same or similar circumstances;

Immediate Bookings

means any Booking made with no advance notice;

Indemnify

means the indemnification and holding harmless of one Party by the other against any losses, damages and Claims, of whatsoever nature, which the indemnified party may suffer, incur or sustain arising out of or in connection with a particular Indemnified Event;

Indirect Loss

means all indirect loss of profit, loss of use, loss of revenue, loss of contracts, increased costs and expenses and all indirect, consequential or special loss or damage arising out of or in connection with this Agreement whether or not the possibility of such damage could have been reasonably foreseen;

Invoice

means an invoice raised by Supplier setting out the Charges to be applied to Customer for the relevant period and any other amounts owing by the Customer to the Supplier;

IPR

means patents, inventions (whether patentable or not), copyrights, moral rights, design rights, trade marks, trade names, business names, service marks, brands, logos, service names, trade secrets, know-how, domain names, database rights, trade zone information, customer information and any other intellectual property or proprietary rights (whether registered or unregistered and whether in electronic form or otherwise) including rights in computer software, and all registrations and applications to register any of the aforesaid items, rights in the nature of the aforesaid items in any country or jurisdiction, any rights in the nature of unfair competition rights and rights to sue for passing off;

Mandatory Disclosure

means any announcement or disclosure of Confidential Information that a Party is required to make under Applicable Law or as otherwise required by any order of a court of competent jurisdiction;

Personal Information

means any information relating to an identified or identifiable person being an employee of the Customer who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to his physical, physiological, mental, economic, cultural or social identity;

Personnel

means all employees, agents and sub-contractors (but excluding Service Providers) of a Party who are assigned, engaged or otherwise employed from time to time to work in connection with the performance or discharge of a Party’s obligations under this Agreement;

Processing

means collecting, holding, using, transferring, destroying and any other dealing in connection with any Personal Information;

Products

means any restaurant-prepared food products and/or related items to be delivered by a Service Provider on behalf of the Customer;

Service Provider

means a third-party service provider authorized by Supplier to provide Delivery Services to the Customer via the Careem Platform from time to time;

Service Provider Pre-payment

means a cash payment by a Service Provider for a Product at the time of pick-up from the Customer and for which the Service Provider will be reimbursed by the Buyer at the time of delivery in accordance with Clause 6.2.3 or otherwise by the Customer in accordance with Clause 6.2.3;

Services

means the taking of bookings for Delivery Services and the facilitation of Delivery Services by the Supplier to the Customer in accordance with this Agreement;

Supplier App

means the application developed by or on behalf of Supplier as the booking platform for, amongst other things, Delivery Services;

Term

means the period of time running from and including the Agreement Date until the date which is the earlier of:

(a) this Agreement being terminated in accordance with its terms, or

(b) the period of one year from the date of this Agreement or, if renewed pursuant to Clause 3.1, upon the conclusion of the renewal term.

Termination Notice

means a notice to terminate this Agreement issued by a Party in accordance with this Agreement;

Territory

means the Kingdom of Saudi Arabia;

VAT

means value added tax or any other sales tax or any other similar taxes which may become payable relating to the supply of the Services in the Territory.

 

2. INTERPRETATION PROVISION

In this Agreement, the following rules of interpretation shall apply:

2.1.1 any reference to a Party shall be construed to include its successors and permitted assigns or transferees;

2.1.2 any reference to day or daily shall be construed as a reference to a calendar day construed in accordance with the Gregorian Calendar;

2.1.3 the words including and include shall be construed without limitation;

2.1.4 a reference to writing or written includes email;

2.1.5 reference to the singular includes the plural, and a reference to the plural includes the singular;

2.1.6 references to this Agreement, or any schedule or document referred to shall be construed as a reference to it as may be varied, supplemented or novated (other than in breach of this Agreement); and

2.1.7 any reference to any statute or other legislative provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation under it.

 

3. TERM

3.1 The Parties acknowledge and agree that this Agreement shall remain in full force and effect for the duration of the Term.

This Agreement shall automatically renew for a term of one (1) year unless either Party provides a Termination Notice to the other at least thirty (30) Business Days prior to the expiry of the Term.

 

4. SCOPE OF SERVICES

General

4.1 Supplier shall do all things necessary so that the Services are delivered in accordance with:{1}

4.1.1 Good Industry Practice; and

4.1.2 this Agreement.

 

5. SUPPLIER PERSONNEL

5.1 Supplier is required to supply all Personnel necessary and in suitable numbers for the proper performance of its obligations under this Agreement.

5.2 Supplier shall ensure that its Personnel engaged to provide any part of the Services are suitably skilled, qualified and experienced to work always in accordance with Good Industry Practice.

 

6. CUSTOMER BOOKINGS

6.1 Clause 6 applies to all Bookings made in any Territory, unless otherwise agreed by the Parties in writing.

6.2 Customer acknowledges and agrees that:

6.2.1 all Customer bookings must be made via the Careem Platform;

6.2.2 at the time of booking, the Customer shall provide the Service Provider with the pick-up location, drop-off location (“Buyer Location”), the Buyer’s order number, telephone number of the Buyer at the Buyer Location, and price of the Customer order;

6.2.3 in the event that the Customer has not received payment for the Product(s) from the Buyer at the time of pick up, the Customer can request that the Service Provider pay the Service Provider Pre-payment and, if the Service Provider elects to make such the Service Provider Pre-payment, the Buyer shall pay the Service Provider Pre-payment to the Service Provider in full when the Service Provider drops off the Product(s) to the Buyer; provided that, in the event that the Service Provider has paid the Service Provider Pre-payment and the Buyer refuses or fails to pay the full amount of the Service Provider Pre-payment for any reason, the Service Provider may refuse to drop off the Product(s) and in such case the Service Provider shall return the Product(s) to the Customer and the Customer shall promptly pay the full amount of the Service Provider Pre-payment to the Service Provider and the relevant amount set forth in Clause 6.2.5 below; provided further that in the event that neither the Customer nor the Buyer pays a Service Provider Pre-payment as provided hereunder to a Service Provider within 48 hours of the Service Provider making the Service Provider Pre-payment, the Supplier shall be entitled to pay such amount to the Service Provider and the Customer shall reimburse the Supplier for such amount;

6.2.4 Each Service Provider Pre-payment shall not in any event exceed two hundred and fifty Saudi Riyals (SAR 250);

6.2.5 with respect to cancellations, the following fees shall apply:

(a) no Charge will be payable if: (i) the Booking is cancelled before the Service Provider is assigned, (ii) in the event of an Immediate Booking, the relevant Booking is cancelled within 2 minutes of the relevant Booking being made or (iii) in the event of a Future Booking, the relevant Booking is cancelled at least 45 minutes before the time that the Products are scheduled to be picked up by the Service Provider (“Permitted Cancellation Period”);

(b) the Charge set forth in Schedule 2 will be paid by Customer (“Post Booking Cancellation Fees”) if: (i) in the event of a Now Booking, the relevant Booking is cancelled more than 2 minutes after the relevant Booking is made and before the Service has collected the Product from the Customer or (ii) in the event of a Future Booking, the relevant Booking is cancelled anytime after the Permitted Cancellation Period and before the Service Provider has collected the Product from the Customer;

(c) If the Booking is cancelled after the Service Provider has collected the Product from the Customer and before the Service Provider has arrived at the Buyer Location, the Service Provider shall return the Product to the Customer and the charge set forth in Schedule 2 will be paid by Customer (“Post-Pick Up Cancellation Fees”); and

(d) If the Service Provider arrives at the Buyer Location to deliver the Product and the Service Provider is unable to deliver the Product to the Buyer (whether because the Buyer is unavailable, the Buyer refuses to accept delivery of the Product, the Buyer is unable to pay the Service Provider Pre-payment in full or for any other reason), the Service Provider shall return the Product to the Customer and the charge set forth in Schedule 2 will be paid by Customer (“Post-Delivery Cancellation Fees”);

6.2.6 Customer shall not request a Service Provider to deliver any Product or any other good or item which is prohibited by law within the Territory;

6.2.7 in the event of a vehicle breakdown, accident or driver illness, Supplier may replace the assigned car or Service Provider at their discretion subject to availability; and

6.2.8 the privacy policy and customer terms of service published from time to time on Supplier’s website apply to the provision of the Services.

 

7. PAYMENT TERMS

General

7.1 The Customer will pay Supplier for the Charges relating to the Customer corporate account in accordance with this Clause 7 upon receipt of an Invoice, as well as any Service Provider Pre-payment fees claimed by the Supplier pursuant to Clause 6.2.3.

7.2 The Charges shall be paid in the Currency and unless otherwise agreed, made by electronic transfer to Supplier’s bank account as notified to Customer from time to time.

7.3 Each Party shall be responsible for paying its own bank charges.

Charges

7.4 Customer acknowledges that the tariff plan relating to Charges may be amended by Supplier at any time, during the Term to take into account market supply and demand.

Supplier shall use its best efforts to notify Customer in advance of such tariff plan amendments being implemented, and in any event, Supplier will share the amended tariff plan with the Customer.

Approved Invoices

7.5 Supplier will invoice Customer at the end of each calendar month in respect of the Charges incurred during such month.

7.6 An Invoice (if correct and approved) shall be payable by Customer within a period of 30 days from receipt by electronic transfer to Taker’s bank that Customer will receive.

7.7 Where Customer fails to pay the Charge in an invoice in accordance with Clause 7.7 the Supplier will have the right to suspend the Agreement immediately.

Disputed Invoices

7.8 Customer will notify Supplier within 5 days of the receipt of an Invoice if Customer:

7.8.1 Disputes (in good faith) any part or all of the Charges amounts as stated in the invoice; or

7.8.2 considers such invoice to be incorrect or incorrectly issued for any reason.

7.9 Customer shall make payment of any undisputed amount within 30 days of receipt of the Invoice that is Disputed.

7.10 Where Supplier agrees with Customer in relation to the Disputed Invoice it shall promptly issue a credit note for the Disputed portion or if the whole Invoice is Disputed, it shall cancel it and re-issue a correct Invoice.

7.11 If the Parties are unable to resolve Disputes related to Invoices by reference to the procedure in this Clause 7, then (and only then) it shall be considered a Dispute which is subject to the procedure at Clause 15.

Taxes

7.12 Supplier shall give all notices and pay all taxes where applicable (including withholding tax), duties and fees that it is required of it by Applicable Laws in relation to its provision of the Services.

7.13 Customer shall bear the cost of any VAT payments on the Charges subject to receiving a valid VAT invoice.

 

8. INDEMNIFIED MATTERS

8.1 Each Party shall Indemnify the other from and against all loss or damage of whatever nature suffered, sustained or incurred, arising from any breach, negligent act or omission or willful misconduct by it in connection with this Agreement.

8.2 Customer shall Indemnify the Supplier from and against all loss or damage of whatever nature suffered, sustained or incurred, arising in respect of:

8.2.1 All legal expenses incurred by Supplier in order to enforce any of the indemnification obligations of Customer in this Clause 8;

8.2.2 Customer’s failure to pay the Charges and any other amount under this Agreement;

8.2.3 Buyer’s failure to pay the Service Provider Pre-payment or other due amount relating to any Product;

8.2.4 any physical loss or damage to the Product(s) prior to pick up by a Service Provider; and

8.2.5 any violation by Customer of its obligation under Clauses 6.2.3 and/or 6.2.4.

8.3 Each Indemnity in this Agreement is a continuing obligation separate and independent from each Party’s other obligations.

Careem shall not be liable under this Clause 8 to the extent that the loss or damage arises out of or in connection with the Customer’s negligence, wilful misconduct or fraudulent conduct or the negligence, wilful misconduct, or fraudulent conduct of Customer’s Personnel.

9. LIABILITY

Liability not limited

9.1 Nothing in this Agreement shall exclude or limit either Party’s liability to the other in relation to:

9.1.1 death or personal injury caused by negligence or wilful or reckless misconduct of that Party;

9.1.2 any fraud or fraudulent misrepresentation of that Party; and/or

9.1.3 any liability which cannot be lawfully excluded by that Party.

Indirect Loss

9.2 Neither Party shall be liable to the other for any Indirect Loss arising out of or in connection with this Agreement.

Cap on Liability

9.3 Each Party’s total liability under this Agreement (excluding, for the avoidance of doubt, any payment obligations relating to the Charges pursuant to Clause 7 and any payment obligations relating to the Service Provider Pre-payment pursuant to Clauses 6.2.3 and 6.2.4) shall be limited to ten thousand Saudi Riyals (SAR 10,000).

Physical damage

9.4 Customer accepts liability for damage or loss to any Product arising from the acts or omission of Customer’s Personnel or a Buyer.

9.5 The Customer accepts liability for damage or loss to any Product at any time prior to pick up by a Service Provider and after drop off to a Buyer by a Service Provider.

9.6 The Supplier shall not be responsible for any damage or loss to a Product while being transported to a Buyer by a Service Provider or for any of the acts or omissions of a Service Provider in respect of providing the Delivery Services; provided that, notwithstanding the foregoing, (a) the Supplier shall be entitled, as determined in its sole and absolute discretion, to reimburse the Customer or a Buyer for any damage or loss to a Product while being transported to a Buyer by a Service Provider up to a maximum value of two hundred and fifty Saudi Riyals (SAR 250); and (b) in the event that a Service Provider commits fraud, willful misconduct or gross negligence in connection with the delivery by such Service Provider of a Product to a Buyer and the Customer suffers a Loss, the Supplier will put forth its reasonable commercial efforts to procure payment from such Service Provider for such Loss.

9.7 The Supplier will institute quality compliance measures for Service Providers, and penalties for violations thereof in an effort to minimize non-compliance.

Disclaimer of liability

9.8 Customer understands and accepts that Supplier does not provide transportation, food delivery or logistics services or function as a transportation carrier and that all such transportation, food delivery or logistics services are provided by independent third party contractors who are not employed by Supplier or any of its affiliates.

Customer understands and accepts that the Careem Platform and the Supplier’s Application is provided “as is” and “as available.”

Supplier disclaims all representations and warranties, express, implied or statutory, not expressly set out in this Agreement, including the implied warranties of merchantability, fitness for a particular purpose and non-infringement.

In addition, Supplier makes no representation, warranty, or guarantee regarding the reliability, timeliness, quality, suitability or availability of the Supplier service or any services or goods requested through the use of the Supplier service or that the Supplier service will be uninterrupted or error-free.

Supplier does not guarantee the quality, suitability, safety or ability of Supplier customers.

Customer agrees that the entire risk arising out of its use of the Careem Platform, and any service or good requested or provided in connection therewith, remains solely with it, to the maximum extent permitted under Applicable Law.

 

10. INSURANCE

10.1 Supplier shall always during the Term insure and keep itself insured with a reputable insurance provider as:

10.1.1 required by Applicable Law; and

10.1.2 is customary in accordance with Good Industry Practice.

10.2 Supplier shall cause each Service Provider, on the date approved by Supplier to provide Delivery Services, to take at their own cost and expense, motor vehicle third party legal liability insurance for a limit not less than the local statutory minimum requirements in each country, state, province or other local municipality of rental to cover the legal liability for death, bodily injury or property damage to any customer of Supplier caused by or arising out of use of any vehicle pursuant to the terms of this Agreement, and Supplier shall use its best efforts to cause each Service Provider to maintain such insurance from time to time.

10.3 Supplier shall maintain at its own cost and expense master liability insurance covering the legal liability of Supplier for death, bodily injury or property damage to any third party riding in a vehicle which is fulfilling a booking made via the Careem Platform for the full limit of cover maintained by Supplier at any point of time during the Term which in any case shall not be less than US$5,000,000 per any one occurrence.

 

11. MUTUAL TERMINATION RIGHTS

11.1 Each of the Parties may terminate this Agreement at any time without cause by serving a termination notice to the other Party giving not less than 30 days’ notice.

11.2 Either Party may serve a termination notice to terminate this Agreement with immediate effect if the other Party:

11.2.1 commits one or more breaches of this Agreement that is/are not remedied within 20 Business Days’ of receipt of a remedial notice to do so;

11.2.2 commits a material breach;

11.2.3 experiences, or is reasonably likely to experience, an insolvency event or similar event;

11.2.4 is prevented from performing its obligations as a result of a Force Majeure Event for a period exceeding 30 Business Days; or

11.2.5 ceases to trade or threatens to cease trading.

 

12. CONSEQUENCES OF TERMINATION

12.1 Upon receipt of a Termination Notice, Parties shall immediately:

12.1.1 take all possible action to mitigate any liabilities which may arise as a result of such termination;

12.1.2 return all Confidential Information to the Party that disclosed such Confidential Information; and

12.1.3 cease performance of its obligations hereunder in accordance with, and to the extent specified in, the Termination Notice.

12.2 Notwithstanding any other provision of this Agreement, where either Party terminates this Agreement the Customer shall pay to Supplier all outstanding amounts for Services performed in accordance with this Agreement up to and including the termination date.

12.3 The termination or expiry of this Agreement shall be without prejudice to the rights and remedies of either Party which may have accrued under this Agreement or Applicable Law up to the date of termination or expiry thereof.

12.4 The provisions of Clauses 8, 9, 12, 14, 15, 16, 17, 18, 23, 24, 25, 28, 29, 30 and 31shall survive the termination and / or expiry of this Agreement.

 

13. FORCE MAJEURE

13.1 No Party shall be liable to the other for any delay or non-performance of its obligations under this Agreement arising as a direct result of a Force Majeure Event.

13.2 Without prejudice to any other obligation herein, when notice of a Force Majeure Event is given, the Parties shall initiate discussions in good faith with a view to adopting appropriate measures in light of the circumstances.

13.3 Where a Force Majeure Event, lasts for more than 30 Business Days then the non-impacted party may terminate this Agreement at its election in accordance with Clause 11.2.4.

13.4 Each Party shall bear all costs and expenses that it incurs as a result of the Force Majeure Event.

13.5 A Force Majeure Event shall not excuse Customer from any payment obligations under this Agreement unless such an event is the cause of non-payment.

 

14. IPR

14.1 The IPR owned by a Party before the Agreement Date and made available to the other Party under or in the connection with this Agreement shall remain the absolute property of the granting Party.

14.2 Each Party shall grant to the other Party a non-exclusive, royalty free license to use its IPR for the Term to the extent required so that the Parties may deliver or receive the deliverables required as part of the Services, as relevant.

14.3 Notwithstanding Clause 14.2 and Clause 16.6, any use by a Party of the other Party’s IPR shall be subject to prior written approval from such other Party in advance.

 

15. DISPUTES

15.1 This Clause 15 relates to all Disputes except for those that related to Invoices which must first be dealt with by reference to 7.8 to 7.11.

15.2 If there is a Dispute (or an Invoice subject to a Dispute cannot be resolved first by reference to Clauses 7.8 to 7.11) a Party may give to the other Party a Dispute Notice.

15.3 If the Dispute is not resolved within 10 Business Days after a Dispute Notice is given to the other Party, each Party must nominate one representative from its senior management to resolve the Dispute.

15.4 If the Dispute is not resolved within 30 Business Days of the Dispute being referred as contemplated in Clause 15.3, then either Party may refer the Dispute to be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with the said rules.

The seat or legal place of the arbitration shall be Riyadh.

The language of the arbitration shall be English

15.5 During the existence of any Dispute, each Party shall (and shall procure that its Personnel shall):

15.5.1 continue to perform all of its obligations under this Agreement without prejudice to its position in respect of such Dispute, unless the Parties otherwise agree; and

15.5.2 act in good faith and in a fair and equitable manner in accordance with Good Industry Practice with a view to resolving the Dispute without the requirement for formal proceedings.

15.6 Nothing in this Clause 15 prevents a Party from seeking any urgent interlocutory relief which may be required in relation to this Agreement.

 

16. CONFIDENTIALITY, SECURITY AND PUBLICITY

16.1 Supplier shall keep Customer’s Confidential Information confidential and shall not disclose it to any third party (save where it is a Mandatory Disclosure) without Customer’s prior written consent.

16.2 Each Party shall use Confidential Information solely in accordance with the performance of its obligations under this Agreement.

Supplier shall not use or refer to Customer’s name, trade names or trade marks, including as a commercial reference, without Customer’s prior express written authorisation.

16.3 Customer will and procures that Customer Personnel will ensure at all times that its allocated user ID and password to the Supplier booking platform are kept confidential and Customer will inform Supplier immediately in the event of any suspected loss or access to such Confidential Information.

16.4 Subject to Clause 16.5, neither Party shall issue any press release nor other public document about the entering into of this Agreement or its content without the prior written approval of the other Party.

16.5 Clause 16.4 shall not apply to any announcement, public statement or circular by any Party required by Applicable Law (including by way of a Mandatory Disclosure) or any Supplier marketing materials.

16.6 Each Party agrees to work with the other Party in good faith to do joint promotional campaigns with each other to promote the Delivery Services and the relationship of the Parties; provided that any such campaign shall be subject to mutual agreement of the Parties.

 

17. DATA PROTECTION

17.1 In addition to its general obligations to comply with provisions relating to data protection and/or privacy associated with Applicable Law, Supplier agrees to only Process Customer’s Personal Information for the purposes of this Agreement.

 

18. REPUTATION

18.1 Neither Party shall do anything, or engage in any activity, which is likely to adversely affect, or damage, the other Party’s good name and/or reputation.

 

19. ENTIRE AGREEMENT, AMENDMENTS AND COUNTERPARTS

19.1 This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, and all the counterparts together shall constitute a single instrument.

19.2 Any modifications or amendments to this agreement must be in writing and signed by both Parties.

19.3 This Agreement (and any document referred to in it) constitutes the entire agreement of the Parties relating to the supply and delivery of the Services, to the exclusion of all other terms and conditions.

 

20. RIGHT TO ASSIGN

20.1 Each Party may assign, transfer or deal in any way with its rights under this Agreement including to an Affiliate or any third party in connection with an outsourcing transaction.

 

21.RIGHT TO SUB-CONTRACT

21.1 Supplier may sub-contract any of its obligations set out under this Agreement at any time

 

22.CHANGE IN CONTROL

22.1 Each Party shall promptly notify the other if it undergoes or is likely to undergo a change in control.

22.2 Upon receipt of notice under Clause 22.1, and for a further 90 days afterwards, receiving Party shall be free, at its sole election, to terminate this Agreement without any consequences whatsoever.

 

23. WAIVERS

Any waiver by a Party of any right under this Agreement must be given in writing.

 

24. SEVERABILITY AND ILLEGALITY

24.1 If any provision of this Agreement is determined to be invalid, illegal or void by any court or administrative body of competent jurisdiction then the rest of this Agreement shall still remain in full force and effect.

24.2 Where Clause 24.1 applies, the Parties shall co-operate to promptly amend or replace the affected provision with a new provision that achieves a legal result that is as similar as possible.

 

25. RELATIONSHIP BETWEEN THE PARTIES

25.1 Customer and Supplier are and shall remain independent Parties.

25.2 Nothing in this Agreement shall be construed to make either Party an agent, employee, franchisee, joint venture or legal representative of the other Party.

25.3 Neither Party shall have, or represent itself to have, any authority to bind the other Party or act on its behalf.

 

26. NON-EXCLUSIVITY & PREFERRED PARTNER STATUS

26.1 Supplier is not being appointed as an exclusive supplier of the Services or similar services that Customer may require during the Term.

26.2 Supplier is however appointed as a ‘preferred partner’ and Customer shall notify its Personnel of such fact in writing.

 

27. RIGHTS OF THIRD PARTIES

27.1 This Agreement does not create any rights which are enforceable by any person who is not a Party to this Agreement.

 

28. NOTICES

28.1 Any notice or other communication given under or in connection with this Agreement must be in writing.

28.2 Any notice or communication which is not delivered on a Business Day, or which is delivered after 5pm (local time of the recipient) on a Business Day shall be deemed to have been delivered on the next Business Day.

 

29. GOVERNING LANGUAGE

29.1 This Agreement is drawn up in the English language and the English language version of this Agreement shall always prevail over any translation.

This Agreement shall be construed, interpreted and administered in English.

29.2 All documents and/or notices documents provided under this Agreement must be in English or accompanied by a certified English translation.

 

30. CUMULATIVE RIGHTS

30.1 Unless otherwise stated, the rights and remedies of a Party under this Agreement do not exclude any other right or remedy provided by Applicable Law.

 

31. GOVERNING LAW

31.1 This Agreement shall be governed by and construed in accordance with the laws of the Kingdom of Saudi Arabia.