Platform Terms & Conditions

As of July 05, 2023

Welcome, and thank you for your interest in XAAN Platform (”Platform, “we,” “our,” or “us”) and by which expression includes Platform relevant legal representatives, administrators, successors-in-interest, permitted assigns and affiliates (“Affiliates”). These Platform Terms & Conditions (the “Terms”) constitute a legally binding agreement between you and Platform governing your access to and use of Platform applications, website, mobile app, сall center, products, and services (collectively, the “ Platform”).

By entering into these Terms, and/or by accessing or using the Platform, you expressly acknowledge that you have read, understood, and agree to be bound by these Terms. These Terms applies to all visitors, users, customers, service providers, suppliers, property managers, and others who access or use the Platform (“Users,” “you,” or “your”). “Property managers” include the following: real estate owner, hotelier, holiday homes entity, management companiy, or hostel manager interested in short-term sub-leasing of a property/properties. These Terms are for multiple categories of Users (such as consumers, guests, customers, hosts, companies, suppliers, and third-parties), so some terms may not apply to your specific use case. If you are using the Platform and agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on behalf of your organization or entity and to bind them to these Terms (in which case, references to “you” and “your” refer to that organization or entity).

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING THE PLATFORM. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE PLATFORM.

Your access and use of the Platform constitutes your agreement to be bound by this Agreement, which establishes a contractual relationship between you and Platform. Platform may immediately terminate this Agreement with respect to you, or generally cease offering or deny access to the Platform or any portion thereof, at any time for any reason without notice. Supplemental terms may apply to certain parts/functionality of the Platform (as defined below), such as policies for a particular event, loyalty programme, activity or promotion, and such supplemental terms will be disclosed to you in connection with the applicable part/functionality of the Platform. Supplemental terms are in addition to, and shall be deemed a part of, this Agreement for the purposes of the applicable part/functionality of the Platform. Supplemental terms shall prevail over this Agreement in the event of a conflict with respect to the applicable part/functionality of the Platform.

Platform may amend this Agreement from time to time. Amendments will be effective upon Platform posting of an updated Agreement at this location or the amended policies or supplemental terms on the applicable part/functionality of the Platform. Your continued access or use of the Platform after such posting constitutes your consent to be bound by this Agreement, as amended. Platform may provide to a claims processor or an insurer any necessary information (including your contact information) if there is a complaint, dispute or conflict, which may include an accident, involving you and a third party provider and such information or data is necessary to resolve the complaint, dispute or conflict.

1. The Commodity/Goods

Platform provides a digital network that functions as a marketplace where persons (“Users”) who seek personal transportation services, the delivery of goods, groceries, products, medicines, inventory, restaurant meals, mobile phone top-up, tours and attractions, and/or any other goods and services (“Commodity”, “Goods”) can be matched with persons or third party companies (“Suppliers”) who can provide the Commodity. Each User shall create a User account that enables access to the Platform. Any decision by a User to make use of or accept Goods is a decision made in such User’s sole discretion. Each Commodity provided by a Supplier to a User shall constitute a separate agreement between such persons.

With respect to goods or services which you can order through the Platform, these goods or services are prepared, undertaken and provided by the relevant Supplier.

Materials posted on the Platform are not intended to amount to advice on which reliance should be placed. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor to the Platform, or by anyone who may be informed of any of its contents.

We aim to update the Platform regularly and may change the content at any time. If the need arises, we may suspend access to the Platform and the Goods or close them indefinitely. Any of the material on the Platform or the Goods may be out of date at any given time, and we are under no obligation to update such material.

YOU ACKNOWLEDGE THAT NEITHER Platform NOR ITS AFFILIATES PROVIDE TRANSPORTATION, GOODS OR LOGISTICS SERVICES OR FUNCTION AS A TRANSPORTATION, GOODS OR LOGISTICS CARRIER OR A TRANSPORTATION, GOODS OR LOGISTICS SERVICE PROVIDER, OR OWN ANY VEHICLES FOR TRANSPORTATION, GOODS OR LOGISTICS AND THAT ALL SUCH SERVICES ARE PROVIDED BY INDEPENDENT THIRD PARTY CONTRACTORS WHO ARE NOT EMPLOYED BY Platform OR ANY OF ITS AFFILIATES.

2. Privacy Policy and Supplemental Terms

Our Privacy Notice explains how we collect, use, and share your information, and is hereby incorporated into these Terms. You agree that your access to and use of the Platform is governed by our Privacy Policy. Your use of the Platform is subject to all supplemental terms, policies, rules, or guidelines referenced in these Terms or that we may post on or link from the Platform (the “Supplemental Terms”), such as end-user license agreements for any downloadable software applications, or rules applicable to a particular feature or content on the Platform. All Supplemental Terms are incorporated by reference into and made a part of, these Terms.

3. Eligibility

To use the Platform you must be, and hereby represent that you are, an individual 18 years or older who can form legally binding contracts. Persons under the age of 18, or any higher minimum age in the jurisdiction where that person resides, are strictly prohibited from accessing or using the Platform. Additionally, you are prohibited from accessing or using the Platform if you are barred from receiving certain services under applicable law or have previously been suspended or removed from the Platform.

4. Registration

To access and use the Platform you will be required to provide us with certain information such as your name, contact information, and additional information we may ask you to provide. If you are a Supplier you will need to create an account. You must provide accurate, current, and complete information during the registration process and keep your information up-to-date at all times. You are responsible for all activity that occurs in association with your use of the Platform. We are not liable for any loss or damage caused by your failure to maintain the confidentiality of your account credentials. Please contact us at the email below if you discover or suspect any security breach related to the Platform or your account.

5. User Content

You are solely responsible for the accuracy, content, and legality of all data and information you provide to us and/or transmit through the Platform (“User Content”). As between us and you, you own all User Content and you represent and warrant that all User Content does not and will not violate third-party rights of any kind, including without limitation any intellectual property rights or rights of privacy. We reserve the right (but not the obligation) to reject and/or remove any User Content that we believe, in our sole discretion, violates these Terms. You hereby grant to us: (i) a nonexclusive, worldwide, fully paid, royalty-free, right and license to download, receive, collect, access, modify, copy, store, retain, and otherwise use User Content in order to provide and support the Platform or otherwise upon your consent or direction, and to develop and improve the Platform; and (ii) a nonexclusive, worldwide, perpetual, irrevocable, fully paid, royalty-free right and license to collect, retain, store, use, modify, distribute, and disclose User Content in aggregated and anonymized form and any inferred insight relating to User Content for any purpose whatsoever, provided that any such disclosure does not identify you or any third party by name or description sufficient to identify you or such third party as the source or subject of such information, in whole or in part. You acknowledge and agree that User Content will be shared with other Users you engage in transactions with through the Platform.

6. Obligations & Restrictions

You are responsible for the acquisition of rights to the content that you upload to Platform (e.g. pictures in reviews) and represent that you thereby do not violate the rights of any third parties.

You are responsible and represent that you have the rights and/or authorization in the properties that you upload details on through Platform, when applying for receipt of the services to the other Users.

You are responsible to acquire appropriate insurance policies according to standard industry practices in your field of activity which sufficiently cover the provision of Goods to our the other Users.

You hereby warrant and guarantee that you will not to use the Platform to create content that:

is not objective or intentionally untrue,
immoral, pornographic or in any other way offensive,
infringes upon the rights of third parties, in particular copyright,
violates applicable laws in any way or constitutes a criminal offense,
contains viruses or other computer programs that may damage software or hardware or that may affect the use of computers,
is a survey or chain letter,
is aimed at collecting or using personal data from other users, especially for commercial purposes.

In addition to any other restrictions set forth in these Terms, you agree not to engage in, attempt to engage in, or permit or assist others in engaging in, any of the following prohibited activities: (i) use any software, script, code, device, crawler, robot, or other means not provided by us to access the Platform; (ii) circumvent, disable, or otherwise interfere with security-related features on the Platform; (iii) modify, adapt, translate, reverse engineer, decipher, decompile, or otherwise disassemble any portion of the Platform; (iv) access or use the Platform in any manner that may damage, disable, unduly burden, or impair any part of the Platform, or any servers or networks connected to the Platform; (v) post information or interact with the Platform in a manner which is fraudulent, libelous, abusive, obscene, profane, harassing, or illegal; (vi) use the Platform for any illegal purpose or in violation of any law, statute, rule, permit, ordinance or regulation; (vii) gain or attempt to gain unauthorized access to the Platform; (viii) interfere or attempt to interfere with the Platform provided to any User or network, including, without limitation, via means of submitting a virus to the Platform, spamming, crashing, or otherwise; (ix) engage in commercial use or distribution of the Platform in violation of these Terms, or copy or create any derivative work of the Platform; (x) use the Platform in any way that infringes or misappropriates any third party’s rights, including intellectual property rights, copyright, patent, trademark, trade secret, or other proprietary rights, or rights of publicity or privacy; or (xi) develop or operate products or services intended to be offered to third parties in competition with the Platform. In addition to the foregoing, if you are a Supplier, you may not sell or offer for sale goods or services in the categories listed here.

7. Goods and the Platform Availability

We make no representations that the Goods are appropriate or available for use in any location or geographical region. You access and use the Platform at your own volition and are entirely responsible for compliance with all applicable laws, rules, and regulations in the applicable jurisdiction.

We may, without prior notice and at our sole discretion, change the Platform, stop providing access to the Platform or certain features of the Platform, or create usage limits for the Platform. Notwithstanding the foregoing, we will endeavor to take reasonable steps to notify you prior to discontinuing any features or making any other changes to the Platform.

Although it is our intention for the Platform to be available as much as possible, there will be occasions when the Platform may be interrupted, including, without limitation, for scheduled maintenance or upgrades, emergency repairs, unscheduled downtime, system and server failures, or due to failure of telecommunications links and/or equipment. You also acknowledge that the Internet may be subject to breaches of security and that the submission of Content or other information may not be secure.

8. Third-Party Services

Suppliers may offer goods and services to other Users, and Buyers may purchase goods and services from Suppliers or engage third-party couriers through the Platform, (collectively, “Third-Party Services”). Any such activity, associated or additional fees, and disputes are solely between you and the applicable third party. Your use or provision of any Third-Party Services is subject to these Terms and to any third-party terms applicable to such Third-Party Services. When using or providing Third-Party Services, you are responsible for any information provided to such third party. We have no responsibility or liability for any Third-Party Services. If you are a Supplier who has signed a separate agreement with us, such agreement will control in the event of any conflict with these Terms.

9. Fees and Payment s Chargebacks, refunds and disputes

When you use the Platform, you agree to the applicable pricing and payment terms. We may add new features for additional fees and charges, or amend fees and charges for existing features, at any time in our sole discretion. Any change to our pricing or payment terms shall become effective in the billing cycle following notice of such change to you as provided in these Terms. Your continued use of the applicable part/functionality of the Platform after any price change becomes effective constitutes your agreement to pay the changed amount. All payments are nonrefundable unless otherwise expressly stated herein.

All fees, including any applicable taxes and transaction fees, are in U.S. Dollars, EURO, AED Dirhams in dependence of the Supplier region. You must provide a valid credit card at the time you purchase the Goods/Platform subscription and you will promptly update us if there is any change to your payment information. Any recurring fees will automatically renew at the rates then in effect, are automatically charged to your credit card, and will continue until canceled in accordance with these Terms. We use a third-party payment processor and you must agree to their terms when entering your payment information, if applicable. By providing your payment information, you agree that we may charge you for all fees when they become due to us without additional notice or consent.

All the payment process is provided by AGAINGENCY LTD as a payment processor a company incorporated under the laws of the Republic of Cyprus, licence No. 7144.

Chargebacks, refunds and disputes.

When you use a card for payment through your User Account the issuer of that card is responsible for the settlement of the transaction. You acknowledge that transaction errors relating to such transactions may result in a reversal of the transaction, fees, claims, penalty or chargeback from the financial institution that has issued the payment card or payment services provider. You acknowledge that the financial institution or payment services provider which issues or supports the designated payment method you have linked to the wallet determines any amount reversed, returned or charged back. Platform is bound to follow the instructions of that financial institution or payments services provider. You agree that you will be responsible for resolving any disputes with the financial institution which has issued your card.

Any dispute must be submitted within 90 days of the transaction in dispute. We may ask for information about the disputed transaction but please note that we will never ask you for any security information about your User Account.

Platform reserves the right to investigate the circumstances of each complaint and determine the most appropriate course of action, including: a) declining your application for any or all of the services, b) terminating any or all of the services, c) reversing any relevant transaction, d) withholding funds from you or restricting your access to your User Account, or e) doing anything else we reasonably consider necessary.

We will inform you of any such actions we take unless we have reasonable belief that we are prevented from doing so by law or regulation or we believe that doing so would compromise our anti-fraud or security measures.

You acknowledge that Platform is under no obligation to recall funds and will not be liable if it is unable to partially or fully recall the funds subject to the dispute. You may not be eligible to receive a refund if you failed to keep the security details relating to your card safe or are a victim of financial fraud, even if the transaction was done by third parties without your knowledge or permission.

10. Ownership and Proprietary Rights

Subject to your compliance with this Agreement, Platform grants you a limited, non-exclusive, non-sub-licensable, revocable, non-transferrable license to: (i) access and use the Platform Platform on your personal device solely in connection with your use of the Platform; and (ii) access and use any content, information and related materials that may be made available through the Platform, in each case solely for your personal, non-commercial use. Any rights not expressly granted herein are reserved by Platform and Platform licensors.

Except for User Content and Third-Party Services, all data, text, images, logos, software, content, and other information and content available on or through the Services (“Our Material”), are our property. Our Material is protected by copyright, trademark, and/or other intellectual property laws and you acknowledge and agree that we retain all right, title, and interest in and to Our Material. Except as expressly stated in these Terms, you may not sell, transfer, alter, reproduce, distribute, republish, download, display, post, transmit, or use any of Our Material, in whole or in part, by any means.

You acknowledge and agree that any feedback, comments, or suggestions you may provide regarding the Platform (“Feedback”) will be the sole and exclusive property of us and you hereby irrevocably assign to us all of your right, title, and interest in and to all Feedback. Any data that we generate from your usage of the Platform will be owned by us and handled subject to the terms of our Privacy Policy, as applicable.

11. Termination

These Terms are effective until terminated as described herein. We may permanently or temporarily terminate or suspend your access to the Platform without notice and liability for any reason, including if in our sole determination you violate any provision of these Terms, or for no reason. Any Third-Party Services that you access or provide, as applicable, may also terminate upon termination of the Platform access. You may deactivate your account in your Settings. To delete your account, please contact us at the email address below. Any removal or deletion of User Content is governed by our Privacy Policy.

12. Disclaimer

THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE PLATFORM IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM ACCESS IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PRIVACY, SECURITY, ACCURACY, TIMELINESS, QUALITY, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE PLATFORM WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, WE, OUR SUBSIDIARIES, OUR AFFILIATES, AND OUR LICENSORS DO NOT WARRANT THAT: (I) THE PLATFORM PERFORMANCE OR RESULTS THAT ARE OBTAINED FROM USE OF THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR CORRECT; (II) THE PLATFORM PERFORMANCE OR RESULTS THAT ARE OBTAINED FROM USE OF THE PLATFORM WILL MEET YOUR REQUIREMENTS; (III) THE PLATFORM WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, TIMELY, UNINTERRUPTED, OR SECURE; (IV) ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR (V)THE PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PLATFORM IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE PLATFORM.

WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE PLATFORM OR ANY HYPERLINKED WEBSITE OR SERVICE, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

WE EXERCISE NO CONTROL OVER AND EXPRESSLY DISCLAIM ANY LIABILITY RELATED TO OR ARISING OUT OF ANY THIRD PARTY’S DATA COLLECTION AND USE PRACTICES. TO THE FULL EXTENT PERMITTED UNDER APPLICABLE LAW, WE SHALL NOT BE LIABLE FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, OR ANY OTHER INJURY OR DAMAGE SUFFERED BY ANY USER HEREUNDER.

WE DO NOT PROVIDE ANY INSURANCE COVERAGE RELATED TO YOUR USE OF ANY PRODUCT OR SERVICE OFFERED BY A SUPPLIER AND IT IS SOLELY YOUR RESPONSIBILITY TO PURCHASE INSURANCE AS YOU SEE FIT.

If you live in a state that do not allow for the disclaimer of certain warranties, the disclaimers above may not apply to you.

13. Indemnity

You agree to defend, indemnify, and hold us and our officers, directors, employees, agents, and affiliates (the “Platform Entities”) harmless from any and all third-party claims, proceedings, damages, injuries, liabilities, losses, costs and expenses (including reasonable attorneys’ fees and litigation expenses), in any way related to your access to or use of the Platform, your User Content, your use or provision of Third-Party Services, or your breach of any of this Agreement. If you are an organization or entity, then your indemnification obligations under this Section also apply to any use of the Platform by your authorized Users.

Platform retains the exclusive right to settle, compromise, and pay, without your prior consent, any and all claims or causes of action that are brought against us. We reserve the right, at your expense, to assume the exclusive defense and control over any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter in which we are named as a defendant and/or for which you have indemnity obligations without our prior written consent.

14. Limitation of Liability

TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY KIND, OR FOR ANY LOSS OF DATA, REVENUE, PROFITS OR REPUTATION, ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, Platform, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

IN ANY EVENT, OUR TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES AND LOSSES THAT ARISE UNDER OR IN CONNECTION WITH THESE TERMS, OR THAT RESULT FROM YOUR USE OF OR INABILITY TO USE Platform, SHALL NOT IN ANY CIRCUMSTANCE EXCEED THE TOTAL AMOUNTS, IF ANY, ACTUALLY PAID BY YOU TO US FOR RECEIVING THE RELEVANT SERVICE.

REGISTERED SUPPLIERS TO WHICH Platform WILL PROVIDE INFORMATION ON OUR REGISTERED PROPERTY MANAGERS FOR THE PURPOSE OF OFFERING TO THEIR SERVICES TO AND ANY REGISTERED PROPERTY MANAGERS CONNECTING GUESTS TO OUR REGISTERED SUPPLIERS ARE INDEPENDENT CONTRACTORS AND NOT AGENTS OR EMPLOYEES OF XAAN OR ITS AFFILIATES, AND XAAN AND ITS AFFILIATES ARE NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES OR NEGLIGENCE OF ANY SUCH REGISTERED SUPPLIERS OR REGISTERED PROPERTY MANAGERS, OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM.

Platform AND THE Platform AFFILIATES HAVE NO LIABILITY AND WILL MAKE NO REFUND IN THE EVENT OF ANY DELAY, CANCELLATION, STRIKE, FORCE MAJEURE OR OTHER CAUSES BEYOND THEIR DIRECT CONTROL, AND THEY HAVE NO RESPONSIBILITY FOR ANY ADDITIONAL EXPENSE, OMISSIONS, DELAYS, RE-ROUTING OR ACTS OF ANY GOVERNMENT.

15. Alerts and Notifications

By entering into these Terms or using the Platform, you agree to receive communications from us, including general notice on the Platform, e-mails, text messages, alerts, and other electronic communications. Standard message and data rates apply to all messages sent to or received from us. Any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that the communication be in writing. Any notification by you to us must be sent to the email address provided below.

16. Governing Law and Disputes

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH US AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

These Terms shall be governed by and is to be construed in accordance with laws of DIFC (Dubai International Financial Center), UAE. The parties irrevocably agree that the courts of DIFC shall have exclusive jurisdiction to settle any claim, dispute or issue (including non-contractual claims) which may arise out of or in connection with this Agreement.
The parties shall use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations, which shall be a precondition to either party initiating a lawsuit or arbitration. If the parties do not reach an agreed upon solution within a period of thirty (30) days from the time such informal dispute resolution is pursued, then either party may initiate binding arbitration.
However, each party retains the right to bring an individual action in small claims court or the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyright, trademark, trade secret, patent, or other intellectual property right. If any court or arbitrator determines that the foregoing class action waiver is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision herein shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

Arbitration.

You agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof or the use of the Platform or Services (collectively, “Disputes”) will be settled by binding arbitration between you and any relevant Affiliate in your jurisdiction, or between you and XAAN Platform if no other Affiliate is incorporated in your jurisdiction, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you and XAAN are each waiving the right to a trial by jury or to participate as a plaintiff or class in any purported class action or representative proceeding. Further, unless both you and the relevant Affiliate otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of this Agreement. This “Dispute Resolution” section applies to all Disputes (as defined below) between you and Platform and/or any of its Affiliates.

Arbitration Process and Rules.

Any dispute, conflict, claim or controversy arising out of or broadly in connection with or relating to the Platform or this Agreement, including those relating to its validity, its construction or its enforceability (any “Dispute”) shall be first mandatorily submitted to mediation proceedings under the International Chamber of Commerce Mediation Rules (“ICC Mediation Rules”). If such Dispute has not been settled within sixty (60) days after a request for mediation has been submitted under such ICC Mediation Rules, such Dispute can be referred to and shall be exclusively and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (“ICC Arbitration Rules”). The ICC Rules’ Emergency Arbitrator provisions are excluded. The Dispute shall be resolved by one (1) arbitrator to be appointed in accordance with the ICC Rules. The place of both mediation and arbitration shall be in the city in which the applicable Affiliate with which you have a Dispute has its registered office. The language of the mediation and/or arbitration shall be English, unless you do not speak English, in which case the mediation and/or arbitration shall be conducted in both English and your native language. The existence and content of the mediation and arbitration proceedings, including documents and briefs submitted by the parties, correspondence from and to the International Chamber of Commerce, correspondence from the mediator, and correspondence, orders and awards issued by the sole arbitrator, shall remain strictly confidential and shall not be disclosed to any third party without the express written consent from the other party unless: (i) the disclosure to the third party is reasonably required in the context of conducting the mediation or arbitration proceedings; and (ii) the third party agrees unconditionally in writing to be bound by the confidentiality obligation stipulated herein.

17. Other Provisions

General.

You may not assign or transfer your rights under this Agreement in whole or in part without Platform prior written approval. You give your approval to Platform for it to assign or transfer its rights and obligations under this Agreement in whole or in part, including to: (i) a subsidiary or affiliate; (ii) an acquirer of Platform equity, business or assets; or (iii) a successor by merger. No joint venture, partnership, employment or agency relationship exists between you, Platform or any Supplier as a result of the contract between you and Platform or use of the Platform.

If any provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of this Agreement but the legality, validity and enforceability of the other provisions in this Agreement shall not be affected. In that event, the parties shall replace the illegal, invalid or unenforceable provision or part thereof with a provision or part thereof that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable provision or part thereof, given the contents and purpose of this Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter.

18. Contact

Please contact us with any questions regarding these Terms, for support, claims of Copyright Infringement, or to cancel the Platform access at support@xaan.co.

Suppliers’ Terms & Conditions

‍Effective Date - 26th of July, 2023‍

Background‍

These Suppliers’ Terms and Conditions together with the Form of Agreement, together with its annexures including but not limited to the Commercial Terms set out in the Annex, executed between the Legal entity, providing the goods, services, and products and the employees of this entity (hereinafter “Supplier”) and the XAAN (hereinafter “Platform Provider”), the Platform Terms and Conditions available at www.xaan.co/terms (“Platform Terms and Conditions”) and Privacy Policy available at www.xaan.co/terms (“Privacy Policy”) as amended from time to time, and other documentation referred to in the Agreement, form the basis of the agreement between the Supplier and the Platform Provider.

This Agreement, together with the Platform Terms and Conditions, the Privacy Policy and other documentation referred to above (together the “Terms”), govern the conditions on which the Supplier is entitled to access, use and sell, deliver goods, products and services as defined in the Platform Terms and Conditions (the “Commodity”, “Goods”) on the Platform Provider’s platform at: www.xaan.co and the Platform application and to access the associated Supplier Business App (together the “Platform”).

By executing the Form of Agreement together with its annexures, the Supplier will be deemed to agree to the Agreement including but not limited to these Suppliers’ Terms and Conditions and the other Terms and shall be bound by them. If the Supplier does not agree to these Suppliers’ Terms and Conditions or any other Terms, then the Supplier will not execute the Form of Agreement.

1. INTERPRETATION

The rules of interpretation in this clause apply to this Agreement:

1.1 Capitalized terms or expressions used in these Suppliers’ Terms and Conditions and not otherwise defined shall have the meaning ascribed to such terms in the Form of Agreement.
1.2 Clause, schedule, annex, and paragraph headings shall not affect the interpretation of the Agreement.
1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).
1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.7 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of the Agreement.
1.8 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of the Agreement under that statute or statutory provision.
1.9 References to clauses, schedules, and annexes are to the clauses, schedules, and annexes of the Agreement; references to paragraphs are to paragraphs of the relevant schedule to the Agreement.

2. USE OF THE PLATFORM AND SOFTWARE

2.1 Subject to the compliance with the Terms, the Platform Provider grants to the Supplier a non-exclusive, non-transferable, non-assignable, non-licensable, revocable right to use the Platform and associated software solely for the promotion and sale of the Supplier’s Goods on the Platform, however, no license is granted to use the of any associated software.
2.2 From time to time, the Platform Provider may offer integration capabilities via an API and the Supplier’s use of the API may be subject to additional costs, additional policies, and terms and conditions (which shall prevail in relation to the Supplier’s use of the API). The Supplier may not access or use the API in any way that could cause damage to the Platform Provider or the Platform, or in contravention of any applicable laws. The Platform Provider reserves the right in its sole discretion, to: (i) update any API from time to time; (ii) place limitations around the Supplier’s use of any API; and (iii) deny the Supplier access to any API in the event of misuse by the Supplier or to otherwise protect the Platform Provider’s legitimate interests.
2.3 SALE OF GOODS ON THE PLATFORM
2.4 All Goods shall be approved by the Platform Provider (in its sole discretion) before they are offered for sale on the Platform. The Platform Provider is permitted to remove any of the Goods from sale at any time in its sole discretion without any notice to the Supplier.
2.5 In order to publish services and goods on the Platform, the Supplier provides the Platform with a description of the Goods, photos, characteristics of the service, which fully correspond to the service provided. The Supplier is responsible for ensuring that all pricing, descriptions and other content in relation to the Goods on the Platform is correct, complete and complies with the Terms and Conditions and any requirements of the Platform Provider and applicable law.
2.6 The Supplier represents and warrants that the Goods shall:
(a) correspond with their description and any applicable specification;
(b) be of satisfactory quality and fit for any purpose described by the Supplier;
(c) except as approved by the Platform Provider all materials and other items incorporated in the Goods are new, the rented inventory are have to me in a good condition to use it;
(d) where relevant, be free from defects in design, material and workmanship and remain so for 12 months after delivery or, in the case of food and beverage Goods, shall remain so until the expiry or use-by date specified in the label of such Goods; and
(e) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling, and delivery of the Goods and service provision.
2.7 The Supplier shall ensure that at all times it has and maintains all the licenses, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Agreement.
2.8 The Platform publishes the list of Goods at its own discretion in strict compliance with the description of Goods provided by the Supplier.
2.9 The Platform is installed as a web application in the accommodation facilities and allows to familiarize and order Goods from the clients of the accommodation facilities (hereinafter "Customers").
2.10 The customer places an order, pays for it and is authorized, thus confirming the placing of the order.
2.11 The order enters the Supplier Business App and is forwarded to the relevant Supplier.
2.12 Once the order is placed or/and assigned to the Supplier must confirm or cancel the order, if the order includes the booking of the services, the Supplier must provide and book a free slot of the provided services for the Customer.
2.13 The Supplier must update the order status to the corresponding status on the Supplier Business App around 2 min after the status changes to relevant.

3. DELIVERY

3.1 The Supplier shall organize and be solely responsible for organizing the delivery of its Goods sold through the Platform to Customers.
3.2 The Supplier shall be responsible for delivering the Goods within the timeslot agreed with the Customer via the Platform and provide complete delivery information including delivery tracking details, if required or applicable.
3.3 The Supplier must notify the Platform Provider (via the Supplier Business App within the Platform) once the Goods have been dispatched and/or delivered to the Customer.
3.4 The Platform may provide its own delivery, in which case the Supplier is obliged to ensure that the goods are received and sent in proper condition to the company that provides delivery of the Goods by the Platform. The cost of delivery provided by the Platform shall be added to the cost of the Supplier's Goods and shall be paid by the Customer.

4. ADDITIONAL SERVICES

4.1 The Platform Provider will, as part of the services provided under this Agreement and at no additional cost to the Supplier, provide the Supplier with its standard customer support services which may be changed from time to time in the Platform Provider’s sole discretion (“Support Services”).
4.2 The Platform Provider may from time to time provide additional:
(a) marketing services to the Supplier; and/or
(b) data analytics services,
on commercial terms to be agreed by the Parties. Such services shall be provided under the terms and conditions of this Agreement and any other terms and conditions mutually agreed at such time.

5. OBLIGATIONS

5.1 The Supplier should familiarise itself with the obligations set out in the Terms and Conditions which form an integral part of this Agreement, prior to conducting any activity on the Platform.
5.2 In addition, the Supplier warrants, acknowledges and agrees:
(a) to act professionally and with good faith at all times;
(b) to comply with all relevant laws and industry norms and guidelines;
(c) to not knowingly or negligently take or do any action or omit to take any action that would be detrimental to the goodwill associated with the Platform Provider’s name or create unfavorable publicity or bring disrepute to any person;
(d) that it has the necessary qualification, experience and expertise which would reasonably be expected and required for carrying out its obligations under this Agreement;
(e) that it shall comply with its obligations with care, skill and diligence required in accordance with good industry practice and all applicable laws;
(f) to refrain from selling any dangerous, hazardous, illegal or otherwise restricted Goods on the Platform;
(g) to finalize all transactions with Customers on the Platform and must not contract with Customers directly outside the Platform without the payment of the Consideration (as this term is defined in clause 7.2 below), provided however this clause 5.2(g) shall not apply to any goods and products which are unavailable or not hosted on the Platform sold by the Supplier to any person other than Customers; and
(h) cancel any order or encourage another party to cancel any order made on the Platform with a view to removing the Platform Provider’s involvement or losing its Consideration.
5.3 At any time during the Initial Term and any Renewal Period, if any, the Platform Provider may, by issuing a notice to the Supplier (“Information Request”), request evidentiary and supporting documents with respect to orders in relation to any Goods to confirm the Supplier’s compliance with the terms of this clause 5 and other provisions of the Terms.
5.4 In the event that either (i) the Platform Provider is not satisfied, in its sole and absolute discretion, with such evidentiary or supporting documents provided by the Supplier in response to the Information Request, or (ii) the Supplier fails to provide any evidentiary or supporting documents to the Platform Provider within the timelines specified in the Information Request, the Platform Provider, in its sole and absolute discretion, may, by issuing a notice to the Supplier, either
(a) terminate this Agreement with immediate effect without the need for any further proceedings (legal or otherwise) or court judgment and without affecting any other right or remedy available to the Platform Provider; or
(b) request to audit the Supplier’s compliance with the terms of this clause and the provisions of the Terms generally, including by visiting the Supplier’s premises and inspecting the relevant records of the Supplier and may appoint an independent auditor to do the same.
5.5 In the event either (i) the Platform Provider is not satisfied, in its sole and absolute discretion, with the results of the audit specified in clause 5.4(b) above, or (ii) the Supplier fails to (a) provide access to the Platform Provider to carry out such audit, or (b) respond to the audit request issued by the Platform Provider within the timelines specified in therein, the Platform Provider, in its sole and absolute discretion, may, by issuing a notice to the Supplier, terminate this Agreement with immediate effect without the need for any further proceedings (legal or otherwise) or court judgment and without affecting any other right or remedy available to the Platform Provider.

6. DATA PROTECTION AND USE

The rules of interpretation in this clause apply to this Agreement:

6.1 Each Party shall comply with all applicable laws and the Privacy Policy relating to the privacy and security of any personal data (Data) and such document may be amended from time to time by the Platform Provider in its sole discretion.
6.2 The Supplier agrees to process the Data in accordance with the terms of this Agreement, the Privacy Policy and any lawful instructions reasonably given by the Platform Provider from time to time.
6.3 The Supplier must not use the Data obtained in via the use of the Platform to market directly to, or otherwise contact the Customers in any manner and for any reason.
6.4 Each Party shall take appropriate technical and organizational measures against unauthorized or unlawful processing of the Data or its accidental loss, destruction or damage.
6.5 In the course of providing the Platform, the Platform Provider collects data about the Supplier, the Supplier’s customers/Customers and the Supplier’s operations. This data is used to deliver and improve the Platform and the services set out in this Agreement. In addition, where this data is, or can be converted into, anonymized data, the Platform Provider may use such anonymized data for other purposes including but not limited to analytics and benchmarking. The Supplier hereby grants to the Platform Provider a non-exclusive, irrevocable, worldwide, perpetual, sub-licensable, royalty-free license to use such data for the purpose and in the manner set out in this clause and this Agreement. For the avoidance of doubt, the Platform Provider will not disclose any data obtained under this agreement which is not anonymized to any third party other than on the Supplier’s written instructions, as required by law, or to parties involved in the fulfillment of the Parties obligations under this Agreement.

7. CHARGES AND PAYMENT

7.1 The Supplier shall pay the Consideration (as this term is defined in Annex A to the Form of Agreement) to the Platform Provider in accordance with the provisions of Annex A to the Form of Agreement. The Consideration shall not be payable on any returned Goods, provided the Supplier has complied with the process outlined in clause 9 of these Supplier Terms and Conditions.
7.2 Total Transaction Value:
(a) For the purposes of this Agreement, the “Total Transaction Value” is the total price paid by a Customer for the purchase of the Supplier’s Goods on the Platform, including any shipping costs but excluding taxes and shipping costs, in case of delivery services, provided by Platform.
(b) Where the Total Transaction Value is collected via the Platform, the Consideration will be deducted from the Total Transaction Value collected by the Platform Provider from the Customer, with the remainder being transferred to the Supplier within 30 (thirty) days for supplied Goods only, unless agreed otherwise and specified in Annex A to the Form of Agreement.
(c) Where the Total Transaction Value is collected offline by the Supplier, the Supplier shall remit the Consideration to the Platform Provider in accordance with Annex A to the Form of Agreement. If any payment is to be collected by the Supplier offline, such as cash on delivery, this must be specified on or via the Platform at the time of completing the transaction that payment is to be collected by the Supplier offline, otherwise, Total Transaction Value must be collected via the Platform.
7.3 If there is a dispute in relation to the Goods, then the Supplier acknowledges that payment under clause 7.2 may be delayed until such date that the dispute has been resolved to the satisfaction of all Parties.
7.4 The Consideration is non-cancellable, non-refundable and payable to the Platform Provider irrespective of whether any order placed is canceled, refunded (in whole or in part) or if payment is not received by the Supplier.
7.5 The Platform Provider has the right to deduct any Commission owed to it from any amounts owed to the Supplier, including from any future sales made on the Platform.
7.6 The Platform Provider shall be entitled to increase the Consideration (or any part thereof) by giving at least 15 days’ notice to the Supplier, provided that, notwithstanding clause 11.3 below in the Supplier may terminate this Agreement with immediate effect by issuing written notice thereof to the Platform Provider prior to the effective date of such increase in Consideration, failing which, approval shall be deemed to have been provided by the Supplier of such increase in Consideration.

8. CUSTOMERS PAYMENTS

8.1 The payments are made by the Customers with such payment methods as credit, debit cards, Apple pay, Google pay.
8.2 When the Customer makes a payment, the Supplier must take action on the order (i.e., Accepted/In Progress/Cancelled, Done in Supplier Business App).
8.3 Once the order is completed or delivered, The Supplier must update the order status to Done on the Supplier Business App.
8.4 The Platform Provider will consolidate all transactions, assigned to the Supplier and make the payments to The Supplier on Tuesday bi-weekly.
8.5 All orders placed before Friday 4 p.m. (Gulf Standard Time) will be included in the payment on the following Tuesday for all Customer’s transactions (e.g., if an order has been placed on Friday at 3 p.m. (Gulf Standard Time), The Supplier will be paid the following Tuesday. If the order was placed on Friday at 5 p.m. (Gulf Standard Time), the payment to The Supplier will not be included as part of the following Tuesday’s payment, but the Tuesday after that).
8.6 The payment to The Supplier will be done through a bank wire transfer by the Platform Provider.
8.7 The bank account details of the Supplier wherein the Platform Provider will effect such payment is set out in Annex B to the Form of Agreement.
8.8 The Platform Provider will process the wire transfer and send The Supplier a tax credit note along with the proof of transfer by e-mail. The email address to which such proof of payments will be sent is set out in the Agreement of the Platform Usage for Property Managers.
8.9 Customer’s payments will only be processed and paid to The Supplier for the orders that have the order status as delivered or completed after 2 days after the order was completed by the Supplier. If an order was delivered but the order status has not been updated by The Supplier, the payment will not be made to The Supplier until the order status is updated.
8.10 The Supplier agrees and acknowledges that the invoice sent to the Platform Provider must not be addressed to the Platform Provider, the invoice must be addressed to the Supplier as the Platform Provider is processing such payment on behalf of the Customer.
8.11 To ensure the accuracy of the invoice that is being paid for, the Supplier shall make any appropriate amendments to the order through the Supplier Business App before accepting the order.
8.12 In case the Supplier cannot receive payments through bank transfer, the Supplier shall contact its Platform account manager or email support@xaan.co.

9. REFUND CREDITS AND RETURNS

9.1 The Supplier agrees to abide by the Platform Provider’s Terms and Conditions, which include its return policy (“Return Policy”) (which may be amended from time to time in the Platform Provider’s absolute discretion).
9.2 If a Customer initiates a refund or return request, either via the Platform or by calling or emailing the Platform Provider’s support services team, then provided the request is initiated within one (1) day from delivery of the Commodity, the Supplier acknowledges that:
(a) no later than 2 days after receiving, or collecting the returned Commodity from the Customer, the Supplier must confirm to the Platform Provider in writing whether or not the Customer is eligible for a refund, or credit in accordance with the Return Policy;
(b) If the Customer is not eligible for a refund, or credit in accordance with the Return Policy, then the Supplier must provide its reasons in writing to the Platform Provider along with photographic evidence of the same so that the Platform Provider can liaise with the relevant Customer.
(с) If the Supplier has fulfilled and delivered the order but has been unable to contact the Customer and has provided evidence of repeated attempts to contact the Customer and the goods in question, due to their characteristics, are non-returnable, in this case, the Supplier shall leave the goods in or near the Customer's registered accommodation provided by the Property Manager, without the Customer's consent.
(d) If the Customer is eligible for a refund, or credit then:
(i) If the Total Transaction Value was collected via the Platform, then, the Platform Provider shall either refund the Customer.
(ii) If the Total Transaction Value is collected offline by the Supplier, the Supplier shall refund the Customer directly.
9.3 Where the Supplier’s Goods delivered to a Customer are deemed to be defective, not as described, or otherwise not in compliance with this Agreement or applicable laws and have been returned to the Supplier in accordance with this clause 9, then the Platform Provider will not be required to remit payment for such Goods to the Supplier and it will either refund the same to the Customer, or hold such amounts as credit against future purchases by the Customer.
9.4 The Supplier acknowledges that it shall not receive payment for any Goods sold on the Platform, until any refund or return is finalised with the Customer, or until such date that any dispute in relation to Goods sold on the Platform is finalised to the satisfaction of all Parties.
9.5 If payment for any returned Commodity has already been remitted to the Supplier by the Platform Provider, then the Supplier shall immediately return the same to the Platform Provider.
9.6. Refunds are subject to additional fees. For payments collected via the Platform, in case of a refund due to (i) the fault of the Supplier and (ii) for orders canceled by the Supplier, the Supplier pays the refund fee determined by the payment service provider. This fee will be deducted from the amount due to the Supplier for the delivered Goods.
For reference. As of July 26, 2023, the refund fee is 0.4$ (or 1.5AED) per transaction.

10. CONFIDENTIALITY

10.1 Each Party may be given access to confidential information of the other Party in order to perform its obligations under this Agreement (“Confidential Information)”. A Party's Confidential Information shall not be deemed to include information that:
(a) is or becomes publicly known other than through any act or omission of the receiving Party;
(b) was in the other Party's lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving Party by a third party without restriction on disclosure;
(d) is independently developed by the receiving Party, which independent development can be shown by written evidence; or
(e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
10.2 Each Party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Agreement.
10.3 Each Party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is only disclosed to such employees of a Party on a need-to-know basis and who are made aware of the confidentiality obligations under this Agreement, are bound by confidentiality obligations as protective as the obligations under this Agreement and is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
10.4 Neither Party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
10.5 No Party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other Party, except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
10.6 The above provisions of this clause shall survive termination of this agreement, however arising.

11. TERM AND TERMINATION

11.1 This Agreement shall, unless otherwise terminated as provided below, commence on the Effective Date stated in the Form of Agreement and shall continue for the Initial Term and, thereafter, this Agreement shall be automatically renewed for successive periods of 12 months or as may be agreed in writing by the Parties (each a “Renewal Period”), unless terminated early in accordance with this clause 11 or any other provision of this Agreement or the Terms.
11.2 The Initial Term together with any subsequent Renewal Periods shall constitute the Term.
11.3 Either Party may terminate this Agreement in its sole discretion at any time and without any reason by giving three (3) months prior written notice to the other Party without the need for any further proceedings (legal or otherwise) or court judgment.
11.4 Without affecting any other right or remedy available to it, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if:
(a) the other Party commits a material breach of any provision of the Terms which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so;
(b) in accordance with clause 5.4 or clause 5.5 above;
(c) in accordance with the provisions of Annex A to the Form of Agreement;
(d) the other Party repeatedly breaches any provision of the Terms in such a manner that will reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to or abide by the Terms;
(e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other Party;
(f) an application is made to court, or an order is made, for the appointment of an administrator, receiver, or liquidator or if a notice of intention to appoint an administrator, receiver, or liquidator is filed; or
(g) the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
11.5 On termination or expiry of this Agreement for any reason:
(a) the Supplier’s right to use the Platform in its capacity as a Supplier or in any capacity shall immediately terminate;
(b) All orders tied to the customer and not rendered to the Customer are canceled and the entire amount of the order is returned to the Customer;
(c) The Supplier shall pay to the Platform Provider any Consideration due, under clause 7.2 above, within thirty (30) days from the date of termination or expiry;
(d) the Platform Provider shall pay the Supplier all due amounts within thirty (30) days from the date of termination or expiry provided that all the issues with and liabilities to Customers are settled/cleared (including any refund periods passing) to the satisfaction of the Parties;
(e) all use rights or licenses granted to the Supplier under this Agreement shall immediately terminate without further notice; and
(f) any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.
(g) Any Confidential Information and copies thereof of the other Party in the possession or control of a Party shall be promptly returned to the other Party and henceforth any use or disclosure thereof to any person is hereby expressly prohibited.

12. FORCE MAJEURE

12.1 Neither Party will be in breach of its obligations under this Agreement if it is unable to perform or fulfill any of its obligations hereunder as a result of the occurrence of a Force Majeure Event. A “Force Majeure Event” shall mean any event or condition beyond the reasonable control of the affected Party, which arises after the date of this Agreement and prevents or delays its proper performance (but not arising as a result of its own fault or negligence). A Force Majeure Event includes but is not limited to:
(a) war, revolution, riot, or terrorism;
(b) radiation or contamination by radioactivity from any nuclear waste or any other hazardous properties or chemicals;
(c) interruption or failure of utility service including but not limited to electricity, gas, or water;
(d) natural catastrophes including but not limited to pandemics, epidemics or diseases, earthquakes, floods, fire, tsunamis;
(e) criminal damage, sabotage, strike, lockout or other industrial disturbances; and
(f) material adverse governmental action or decision of any nature whatsoever which materially and adversely affects the legal position of a Party to continue with its obligations under this Agreement.
12.2 If any Force Majeure Event occurs which renders a Party unable to perform or complete the performance of any of its obligations under this Agreement, the Party so affected shall immediately notify the other Party in writing of the occurrence of any Force Majeure Event and its impact on the obligations under this Agreement giving full details thereof and measures being taken by the Party so affected to reduce the severity of or to mitigate the impact of such event and subsequently the cessation of such event.
12.3 The Party affected by the Force Majeure Event shall not be liable for any delay in performing its obligations under this Agreement to the extent that such delay has been caused by one or more of Force Majeure Event and the time for completion of any obligation under this Agreement and the Term shall be extended by the amount of the delay caused by such Force Majeure Event.
12.4 If a Force Majeure Event has occurred and either Party reasonably considers such Force Majeure Event applicable to it to be of such severity or to be continuing for a period of more than 3 (three) continuous months then either Party may terminate this Agreement by giving notice in writing to the other Party having immediate effect.
12.5 If this Agreement is terminated pursuant to this clause, all rights and obligations hereunder shall forthwith terminate and neither Party shall have any claim against each other arising out of or in connection with the termination due to a Force Majeure Event, save and except for rights, remedies and obligations which have already accrued to either Party prior to termination, for any antecedent breach, or rights or remedies or obligations and any provision of this Agreement which is expressly or by implication intended to come into force or continue in force on or after termination.

13. LIABILITY AND INDEMNITY

13.1. The Supplier should familiarise itself with the limits on the Platform Provider’s liability and indemnity provisions set out in the Terms and Conditions which govern the Supplier’s use of the Platform, supply of the Goods and form an integral part of this Agreement.
13.2. The Supplier shall defend, indemnify and hold harmless the Platform Provider against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Supplier’s promotion, sale and supply of the Goods, its use of the Platform or any breach of any provision of the Terms.

14. CONFLICT

If there is an inconsistency between any of the provisions in the main body of this Agreement and the Terms & Conditions or Privacy Policy the provisions in the main body of this Agreement shall prevail, unless otherwise specified in the Form of Agreement which shall take precedence.

15. WAIVER

No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

16. RIGHTS AND REMEDIES

Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive or in lieu of, any rights or remedies provided by law.

17. SEVERANCE

17.1 If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
17.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the Parties.

18. ENTIRE AGREEMENT

18.1 This Agreement, and any documents referred to in it, constitute the whole agreement between the Parties and supersede any previous arrangement, understanding or agreement, whether oral or in writing, between them relating to the subject matter they cover.
18.2 Each of the Parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.

19. ASSIGNMENT

19.1 The Supplier shall not, without the prior written consent of the Platform Provider, assign, transfer, charge, sub-contract to any person or deal in any other manner with all or any of its rights or obligations under this Agreement.
19.2 The Platform Provider may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

20. NO PARTNERSHIP OR AGENCY

Nothing in this Agreement is intended to or shall operate to create a partnership, joint venture, or employment relationship between the Parties, or authorize either Party to act as agent for the other, and neither Party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

21. NOTICES

21.1 Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid registered post, or courier service to the other Party at its address set out in this Agreement, or such other address as may have been notified by that Party for such purposes.
21.2 A notice delivered by hand shall be deemed to have been received when delivered or deposited (or if delivery is not in business hours, at 9 am on the first business day following delivery) at the other Party’s address. A correctly addressed notice sent by pre-paid registered post, or courier service shall be deemed to have been received three (3) days after the date it was handed to the postal or courier service provider.

22. VARIATION

22.1 No variation of this Agreement shall be effective unless:
(a) it is in writing and signed by the Parties (or their authorized representatives);
(b) the Parties agree to new terms and conditions electronically on the Platform, which is intended to replace this Agreement.

23. GOVERNING LAW

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Dubai International Finance Centre, Dubai, United Arab Emirates.

24. DISPUTES AND JURISDICTION

24.1 In the event of any dispute, difference, claim, controversy, or question among the Parties, directly or indirectly, arising at any time under, out of, in connection with, or in relation to this Agreement (or the subject matter of this agreement) or any term, condition or provision hereof, including without limitation any of the same relating to the existence, validity, interpretation, construction, performance, enforcement and termination of this Agreement (a “Dispute”), the Parties shall first endeavor to reach an amicable settlement by good faith consultation and negotiation.
24.2 In the event that the Parties are unable to resolve the Dispute by good faith consultation and negotiation within one (1) month from the date the Dispute has arisen, then either party may initiate legal proceedings in the Courts of the Dubai International Finance Centre and each party irrevocably agrees that the Courts of the Dubai International Finance Centre shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims) and to submit to the exclusive jurisdiction of the Courts of the Dubai International Finance Centre.

25. CONTACTS

Please contact us with any questions regarding these Terms, for support, or to cancel the Services at support@xaan.co.

Platform Terms & Conditions