Reseller Services Agreement
THIS AGREEMENT is made on the date that the Reseller accepts these terms and conditions via the priohub Website ("Commencement Date") and remain in force until terminated in accordance with the provisions set out in clause 7 ("Term").
- (1) Travel Partners LLC trading as 'priohub', a company incorporated under the laws of Dubai, License No. 721063, and having its principal address at dnata Travel Centre, P.O. Box 1515, Dubai, United Arab Emirates ("priohub" or "we"); and
- (2) The reseller whose details are entered as part of the priohub Website sign up process (“Reseller”)
- (a) priohub provides a platform which facilitates the booking and management of ticket sales for various leisure services and products available in Dubai;
- (b) Reseller is a company engaged in the business of promoting and selling access tickets to entertainment venues and attractions and aims to provide the best possible service and experience for its customers;
- (c) The Reseller wishes to access the platform and receive the accompanying services offered by priohub, and priohub agrees to provide such access and the related services, on the terms and conditions set out in these Schedules and Annexes and any other documents annexed or referred to in these documents (collectively the "Agreement"). The Reseller confirms their understanding and acceptance of the terms contained in the Agreement
Schedules & Annexes
- Schedule 1: General Connectivity Terms
- Schedule 2: priohub Resale Conditions
Schedule 1 General Connectivity Terms
IT IS HEREBY AGREED AS FOLLOWS:
Schedule 1: General Connectivity Terms
1. Definitions & Interpretation
1.1. In this Agreement, (unless the context otherwise requires) the following words and phrases shall apply:
Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with another entity;
API means the application program interface owned by priohub which enables an authorised third party to access the prioMarketplace;
API Specifications mean the specifications to access the API, as amended from time to time by priohub;
API Development Centre means a web-based software application through which the Reseller can (i) view copies of any documentation made available by priohub relating to the API (including the API Specifications); and (ii) access a test environment to trial bookings, from time to time;
Applicable Laws means all applicable laws of any jurisdiction (including any amendments as may be made from time to time) including antitrust laws, anti-human trafficking laws, labour laws, anti-corruption laws, health and safety, anti-money laundering and anti-terrorist financing laws and sanctions laws, ordinances, judgments, decrees, injunctions, writs, codes of conduct, guidance and orders or like actions of any Competent Authority and the rules, regulations, orders, interpretations, licenses and permits of any Competent Authority (including any licenses and permits required by the same);
Booking means an order for Products made via the priohub Platform;
Competent Authority means any national, local or municipal government body, agency, court, department, official or public or statutory person having jurisdiction over this Agreement or either of the Parties including any duly appointed authority upon which responsibility for enforcing data protection legislation has been devolved;
Confidential Information shall mean any information or document in whatever form or format belonging to, in the possession of, under the control of, in the knowledge of, or howsoever related to a Party (the Disclosing Party), which has been disclosed or made available, directly or indirectly, to the other Party, including its personnel, representatives, agents and subcontractors, (the Receiving Party) in any manner, which (i) is confidential and proprietary in nature or, (ii) has been designated as confidential by the Disclosing Party, or (iii) the unauthorised disclosure of which would, or would be likely to, prejudice the interests of the Disclosing Party, and this includes all the business plans, activities, technologies, technical or commercial know-how, trade secrets, specifications, inventions, processes or initiatives, and all discussions, negotiations and services provided or to be provided relating wholly or partly to this Agreement or the affairs of the Disclosing Party;
Conditions of Contract means the terms and conditions upon which a Product is provided by a Supplier to a Customer, as made available through the API or the Portal (or such other method agreed between the Parties) and which may be amended from time to time by the Supplier;
Customer means any and all person(s) who purchase or book a Product(s) on their own behalf, or any person on whose behalf the Product(s) are purchased or booked, in each case via the priohub Platform;
Data Protection Legislation means all Applicable Laws relating to data protection, privacy or the Processing of Personal Data, which may include the EU General Data Protection Regulation 2016/679 ("GDPR");
Force Majeure the cessation, interruption or delay in the performance of a Party's obligations hereunder due to causes beyond its reasonable control including: natural disaster, lockout, strike, labour controversy or threat thereof, riot, insurrection, civil disturbance, boycott, war or armed conflict, sabotage, embargo, the inability to obtain sufficient material, supplies, labour, transportation, power or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, ordinance, rule, regulation, order, judgment or decree;
Intellectual Property Rights means all intellectual property rights including patents, utility models, rights to inventions, copyright (including images) and neighbouring and related rights, trademarks and service marks, , business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
List Price means the recommended or mandated sale price of a Product as set out in the priohub Platform;
Personal Data means any information defined as such in Data Protection Legislation, which is Processed by the Parties pursuant to, or in connection with the Agreement;
Portal means the web-based software application provided by priohub to enable Resellers to access the prioMarketplace and make and amend Bookings;
Process or Processing means any operation or set of operations which is/are performed upon data which are included in Personal Data (whether or not by automatic means) including, but not limited to, collection, recording, organisation, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction;
priohub Platform means collectively, the prioMarketplace, the Portal, the API Development Centre, the API, the API Specifications and related websites, apps, tools or other software made available by priohub to the Reseller in accordance with the terms and conditions of this Agreement;
prioMarketplace means the software provided by priohub, upon which a Supplier may connect with the Reseller, and which enables the Reseller to promote and sell the Products, make and manage Bookings, and issue vouchers/tickets in accordance with the terms of this Agreement;
Products means entertainment services, attractions or similar products;
priohub Website means www.priohub.com and its related sub-domains, sites, services and tools
Resale Rate means the amount to be remitted by the Reseller for the Products to the Supplier or priohub, as applicable, as stipulated on the priohub Platform from time to time;
Reseller Information means any details relating to the Reseller (including logo, telephone number, contact person, email and physical address, bank details) and provided to priohub, orally, in writing or in any other way pursuant to this Agreement;
Service Level Agreement means the service level agreement communicated by priohub to the Reseller.
Sub-Reseller means any resellers appointed by the Reseller to onward distribute the Products in accordance with the terms of this Agreement;
Supplier means any business or entity who makes available for sale the Products on the prioMarketplace;
Supplier Information means all information about or in relation to a Product (including images, Resale Rate, List Price, cancellation policies, restrictions, and availability) provided by a Supplier to priohub or loaded into the priohub Platform by the Supplier;
Support Services means the technical support and system maintenance services provided by priohub in accordance with the Service level Agreement;
Term shall have the meaning ascribed to it in clause 7.1;
Tax or Taxes means any and all present and future taxes, duties, withholdings, levies, duties, assessments, imposts, fees and other governmental charges of all kinds (including without limitation any Value Added Tax ("VAT") and any stamp, documentary, license, registration or similar fees or tax) imposed by a relevant tax authority;
Tax Invoice means an invoice which specifies all the relevant information as required by all relevant tax law, regulations, executive orders and circulars;
VAT Law means Federal Decree Law No. (8) of 2017 and includes any related regulations, executive orders and circulars.
1.2. In this Agreement:
a) any reference to the singular includes the plural and vice versa and any reference to one gender includes all genders;
b) references to persons shall include bodies corporate, partnerships, unincorporated associations and any other legal or commercial entity or undertaking;
c) any reference to a clause or a Schedule is to a clause or schedule of this Agreement and any reference in a Schedule to a paragraph is to a paragraph of that Schedule;
d) the headings used in this Agreement are included for convenience only and shall not be used in construing or interpreting this Agreement;
e) a reference to any Party to this Agreement shall include, where the context permits, a reference to its legal successors and permitted assignees;
f) any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms; and
g) a reference to writing includes email, but not fax, and in the case of notice in writing to be given by priohub, includes information communicated by way of the priohub Platform.
2. Access to priohub Platform
2.1. Subject to the Reseller complying with the terms and conditions of this Agreement, priohub hereby grants to the Reseller a non-exclusive, non-transferable right, to access and use the priohub Platform during the Term solely for the purpose of promoting, selling and distributing the Products.
2.2. Where the Reseller accesses the prioMarketplace via the API:
a) the Reseller will develop the link to the API at its own cost to enable it to integrate with the API and will ensure that such link complies at all times with the API Specification;
b) the Reseller shall ensure that it receives the Supplier Information accurately and completely and that Bookings and any amendments thereto (such as cancellations and refunds) are processed accurately through the API;
c) priohub will assist the Reseller in developing and testing the API connection by providing the Reseller with access to the API Development Center;
d) the Parties will co-operate regarding appropriate testing procedures and acceptance tests and agree that the Reseller will not sell the Products until such acceptance tests are passed (in priohub's sole discretion);
e) priohub shall have the right, at any time, to change or otherwise modify the API Specification (without liability), and to release subsequent versions of the API Specification provided however, that priohub shall provide at least 30 days' prior written notice of such a change to the API;
f) the Reseller shall use its commercially reasonable efforts to update the API link to reflect any upgrades or changes to the functionality of the API in order to access prioMarketplace without interruption.
g) the Reseller shall ensure that the most recent version of the API Specification is utilized by the Reseller at all times in order to maintain access to the prioMarketplace without interruption;
h) the Reseller shall:
- i. ensure that the Supplier Information is refreshed regularly (which shall be not less than once per calendar month);
- ii. notify priohub immediately upon becoming aware of any issues with the API and shall work with priohub to minimise any potential adverse effects;
- iii. notify priohub in advance if it believes that it may significantly increase the number of searches performed via the API; and
- iv. use its best endeavours to maximise the look-to-book ratio, and
- i). priohub will issue the Reseller with a login ID and password to access the Reseller account on the priohub Platform and enable it to update the Reseller Information and view its Bookings.
2.3. Where the Reseller accesses the prioMarketplace via the Portal:
a) priohub will issue the Reseller with a login ID and password for the Portal ("Portal Log In") to enable the Reseller to make and amend Bookings; and
b) the Reseller may create individual user accounts from the Portal Login to share with its employees and any the Sub-Resellers ("User Log In").
3. Reseller Classification
3.1. Reseller acknowledges and agrees that it is at each Supplier's sole discretion to either:
a) engage with the Reseller directly and appoint the Reseller to distribute the Products directly to Customers in accordance with clause 3.2(a); or
b) appoint priohub as reseller, whereby priohub acts as an agent for the Supplier and distributes the Products to the Reseller in accordance with Schedule 3 (Resale Conditions); or
c) restrict the Reseller from distributing its Products through the priohub Platform.
and the Reseller shall be notified of each Supplier’s election on the priohub Platform.
3.2. Where the Reseller:
a) is permitted by a Supplier to distribute its Products directly in accordance with clause 3.1a), the Reseller shall distribute the Products on the Supplier’s terms or as otherwise agreed between the Reseller and the Supplier and any other instructions of the Supplier (“Direct Agreement");
b) receives the Products from priohub in accordance with clause 3.1b), the Reseller shall promote and sell the Products via the priohub Platform in accordance with the terms set out in Schedule 3 (Resale Conditions);
c) is restricted from selling Products pursuant to clause 3.1c) through the priohub Platform, and it shall not promote or sell such Products unless and until such Supplier amends its classification of the Reseller.
4. Appointment of Sub-Resellers
4.1. The Reseller may appoint Sub-Resellers to promote and sell the Products.
4.2. Where the Reseller appoints Sub-Resellers the Reseller shall be responsible and liable directly to priohub and each Supplier, for compliance by its Sub-Resellers with the applicable terms of this Agreement and each Direct Agreement, and must procure the compliance of all Sub-Resellers with the applicable terms of this Agreement and each Direct Agreement. Unless the context otherwise requires, all of the Reseller's obligations in this Agreement shall apply equally to Sub-Resellers.
4.3. The Reseller acknowledges and accepts complete responsibility for Bookings placed by the Sub-Resellers through any User Log In or through any other channel including financial liability for speculative, false, dummy, fraudulent and/or cancelled Bookings.
5. Reseller's obligations
5.1. Use of the priohub Platform Reseller shall:
a) ensure that it has commercially reasonable precautions in place to prevent any virus or other damaging matter from affecting the priohub Platform;
b) upload the Reseller Information onto the priohub Platform, which shall at all times be complete, true, accurate and not misleading;
c) promptly notify priohub of any changes to the Reseller Information. Unless priohub agrees otherwise, all changes, updates and amendments of the Reseller Information shall be made by Reseller directly through the priohub Platform. Reseller Information that contains updates and changes in respect of pictures, photos and descriptions will be processed by priohub as soon as reasonably possible;
d) immediately cease selling the Products upon request from Supplier or priohub; and
e) use the priohub Platform only for its own business and that of the Sub-Resellers and not encumber, dispose of or otherwise transfer, directly or indirectly, the rights of usage, to any third party, other than as expressly permitted by clause4
5.2. Making and Managing Bookings
a) ensure that all Bookings made using its unique password are bona fide and that it will take appropriate steps to keep any passwords secure;
b) provide Customers with a full copy of all booking conditions including the Conditions of Contract, applicable to a Booking, before the Booking is made;
c) ensure that the Customer accepts the Conditions of Contract prior to confirming a Booking;
d) provide the Customer with a ticket/voucher to present to the Supplier to receive the Products and to provide any other relevant booking documentation immediately upon booking (or receipt from the Supplier, if later), or at such other times as are required by applicable law; and
e) where a Booking is made via the Portal, unless otherwise agreed with priohub, ensure that such Bookings and amendments thereto (such as cancellation and refunds) are made via the priohub Platform.
Reseller shall, and shall ensure that the Sub-Resellers shall:
a) co-operate with priohub in all matters relating to the priohub Platform and the Products and provide in a timely manner such information as priohub may reasonably request;
b) act in good faith towards priohub at all times and ensure that all Reseller personnel act in a courteous manner towards priohub, the Suppliers and Customers at all times;
c) comply with any market restrictions and any offers/rates as or notified by priohub from time to time; and
d) maintain in force all licences and consents necessary for the Reseller to carry out its business in its country of operation.
Reseller shall not and shall ensure that the Sub-Resellers shall not:
a) amend the Supplier Information in any manner whatsoever;
b) misrepresent the relationship between the Reseller and priohub nor create the impression that the Customers or the Sub-Resellers are the customers or resellers or agents of priohub. The Reseller will be solely responsible for negotiating and settling commission with the Sub-Resellers, where applicable;
c) engage in any conduct which in the reasonable opinion of priohub is prejudicial to priohub's business or the marketing of the Products generally;
d) decompile, reproduce or translate the code or otherwise reverse engineer the priohub Platform, the API and the API Specifications or any part of it;
e) publish, copy, reproduce or use in any other manner the Supplier Information otherwise than in accordance with the instructions of the relevant Supplier or priohub;
f) use the Supplier Information to sell Products otherwise than as an agent for the Supplier or priohub (or, if a Sub-Reseller, as a sub-agent of the Reseller), as applicable; or
g) make speculative, false, dummy or fraudulent Bookings. If a Booking is interpreted (on reasonable grounds) by priohub or the relevant Supplier as a dummy Booking, priohub and/or the Supplier shall each have the right to cancel that reservation without liability.
6. priohub obligations
6.1. priohub shall:
a) act with due care and skill in performing its obligations under this Agreement;
b) issue the Reseller with a login ID and password for the priohub Platform;
c) grant access to the priohub Platform to the Reseller in accordance with clause 2.1 to enable the Reseller and, if applicable, the SubResellers, to make Bookings for Products in accordance with the terms of this Agreement;
d) obtain and maintain all necessary licences and consents and comply with all relevant laws in the United Arab Emirates relating to its obligations under this Agreement; and
e) provide the Support Services to the Reseller in accordance with the Service Level Agreement.
7. Term, Suspension and Termination
7.1. This Agreement shall commence on the date on which the Reseller accepts these terms and conditions via the priohub Website (“Commencement Date") and remain in force until terminated in accordance with the provisions set out in this clause 7 (“Term").
7.2. priohub may suspend Reseller's access to the priohub Platform, always acting reasonably and with prior written notice where possible, in the event:
a) of maintenance works, security reasons or a Force Majeure Event occurring, with no liability for the same;
b) that, in priohub's reasonable opinion, the volume of queries originating from the Reseller's use of the priohub Platform via API is creating capacity issues or resulting in any additional costs and the Reseller does not, within 5 days of receipt of notification, make the necessary changes to its systems as reasonably required by priohub;
c) that the Reseller (or any of its Sub-Resellers) has undertaken any activity which in the reasonable opinion of priohub may threaten priohub's IT systems, or jeopardise the priohub Platform or priohub's ability to deliver the priohub Platform or the Support Services to the required standard to other users;
d) that priohub deems the look-to-book ratio of the Reseller or any of its Sub-Resellers to be unreasonable;
e) that any of the circumstances set out in clause 7.4 or 7.5 below occur.
7.3. Where priohub has suspended access to the priohub Platform pursuant to clause 7.2 it shall remain suspended until priohub is satisfied that the event giving rise to the suspension has been resolved and is unlikely to reoccur.
7.4. priohub may terminate this Agreement immediately on written notice to Reseller (without liability) in the event:
a) that priohub determines in its sole discretion that the Reseller or any of its Sub-Resellers have jeopardized priohub's relationship with one or more Suppliers or has breached a Direct Agreement;
b) of a change of control of the Reseller;
c) that the services remain suspended for a period of 14 days or more, pursuant to clause 7.2.
7.5. Either Party shall be entitled to terminate this Agreement forthwith by written notice to the other Party if such other Party:
a) is in breach of this Agreement and in the case of such breach being capable of remedy, fails to remedy the same within fourteen (14) days after receipt of written notice giving particulars of that breach and requiring it to be remedied;
b) repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;
c) is unable to perform its obligation as a result of Force Majeure falling within the scope of clause 14 which continues for more than thirty (30) days as a continuous period; or
d) becomes insolvent or ceases to be authorised to carry on its business.
7.6. priohub shall be entitled to terminate this Agreement on 30 days' written notice to the Reseller.
8. Consequences of Termination
On the termination of this Agreement for any reason:
8.1. all Support Services and licences granted under this Agreement shall immediately cease and terminate and the Reseller shall immediately cease all use of the priohub Platform;
8.2. any sums that the Reseller owes to priohub shall be immediately due and payable as a debt on demand;
8.3. priohub may destroy or otherwise dispose of any Reseller Information in its possession;
8.4. the Reseller shall destroy or deliver up to priohub (as requested by priohub) at its own expense, any materials and documents which feature the priohub name, logo or other Intellectual Property Rights or Confidential Information of priohub or its Affiliates and the Reseller shall not keep copies of the same;
8.5. any clauses that are expressly or by implication intended to survive termination of this Agreement shall remain in full force and effect notwithstanding termination; and
8.6. 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 expiry or termination shall not be affected or prejudiced.
9.1. priohub shall have the right to change or otherwise modify the terms of this Agreement (“Change") at any time.
9.2. priohub will communicate any Change on the priohub Platform.
9.3. If the Reseller does not accept the Changes, the Reseller may terminate this Agreement with written notice of thirty (30) days to priohub.
9.4. If the Reseller does not terminate this Agreement within thirty (30) days of priohub communicating the Changes on the Platform, the Reseller is deemed to have accepted the Change.
10. Intellectual Property Rights
10.1. The Reseller hereby acknowledges that all existing Intellectual Property Rights of priohub or its Affiliates shall remain the Intellectual Property Rights of priohub or its Affiliates (as applicable) and no right or license is granted to the Reseller in respect of priohub's Intellectual Property Rights except as expressly set out in this Agreement.
10.2. The Reseller understands and agrees that:
a) it shall access and use the priohub Platform pursuant to the licence granted in clause 2.1 and solely in accordance with the terms and conditions of this Agreement;
b) as between the Parties, the Intellectual Property Rights in the priohub Platform and all other information, resources and documentation made available by priohub to the Reseller under this Agreement (whether existing or brought into being during the term) are proprietary to priohub or its licensors and shall remain at all times the property of priohub or its licensors;
c) the Support Services and priohub Platform (or any part of it) may include the use of third party components / Intellectual Property Rights (or open source software). The use of such third party components may therefore be subject to separate license agreements. If a third party license agreement expressly supersedes this Agreement, that third party license agreement will govern the use by Reseller of that third party component;
d) it shall not seek to register any Intellectual Property Rights on behalf of priohub without priohub's express consent;
e) it shall not use any trademarks, trade names or get-up which resemble priohub's trademarks, trade names or get-up and which would therefore be likely to confuse or mislead the public or any section of the public; and
f) it shall not do or omit to do, or authorize any third party to do or to omit to do, anything which could invalidate or be inconsistent with priohub's Intellectual Property Rights or bring priohub or its Affiliates into disrepute, or otherwise harm the reputation or goodwill of priohub or its Affiliates.
10.3. priohub understands and agrees that Reseller owns the Reseller information and all Intellectual Property Rights therein.
10.4. The Reseller shall notify priohub of:
a) any actual, threatened or suspected infringement of priohub's Intellectual Property Rights of which the Reseller becomes aware; and
b) any claim by any third party for alleged infringement of that third party's Intellectual Property Rights relating to this Agreement of which it becomes aware.
10.5. The Reseller shall, at the request and expense of priohub and on a full indemnity basis, take all such steps during the term of this Agreement as priohub may reasonably require to assist priohub in maintaining the Intellectual Property Rights as valid and effective, or to take or defend any court or other dispute proceedings concerning intellectual property matters.
10.6. The Reseller shall seek the prior written approval of priohub, before printing any brochure and marketing collateral featuring any of priohub's name or Intellectual Property Rights (including logo and brand names) or those of any Supplier. Notwithstanding the foregoing, priohub shall not be liable in any respect for any losses arising out of or in relation to the Reseller's marketing materials.
11. Liability and Indemnity
11.1. priohub makes no warranties or representations in relation to the priohub Platform, the API, the content, accuracy or completeness of the Supplier Information or Products made available on the priohub Platform, including warranties of fitness, quality, non-infringement, or arising out of course of dealing, performance or trade usage. priohub makes no warranty or representation that the priohub Platform will be uninterrupted or error free and will not be liable for any such interruptions.
11.2. priohub shall not be liable for any non-availability of the priohub Platform caused by a third party, such as the Supplier or any of priohub's third party software providers or for any faults resulting from a Supplier's system failure, or downtime of the Supplier's system.
11.3. To the extent permitted by law, priohub excludes all liability whatsoever pertaining to availability, interoperability, compatibility, connectivity or lack thereof of the API.
11.4. priohub shall have no liability to the Reseller, its Customers or otherwise in respect of the acts and omissions of a Supplier, or in respect of the Products or their supply, including in relation to any claims in respect of personal injury, illness, property damage or any other loss (direct or indirect) or expense arising from third party Suppliers. Any Products provided by a Supplier are subject to the terms and conditions imposed by that Supplier and their liability may be limited by the Conditions of Contract.
11.5. The Reseller acknowledges and accepts that:
a) the Supplier Information is provided by the Supplier to priohub and priohub accepts no liability in respect of any inaccuracies or errors in the Supplier Information; and
b) Suppliers may change Products or withdraw them from distribution through the priohub Platform at any time, and such amendments or non-availability may occur without notice to priohub.
11.6. Nothing in this Agreement shall be construed to exclude or limit any liability of priohub for death or personal injury caused by its negligence.
11.7. In no event will priohub be liable for any loss of profits, or any indirect, special or consequential losses, howsoever arising.
11.8. Subject to clause 11.3 and clause 11.6, priohub’s aggregate maximum liability arising out of or in relation to this Agreement in each contract year, howsoever caused, shall be limited to AED 50,000.
11.9. The Reseller agrees to fully and effectively indemnify priohub against any and all direct or indirect damages, compensation, claims, liabilities, penalties, fines, expenses, actions, proceedings, demands or losses of whatever nature it or its Affiliates incur (including reasonable legal expenses) ("Losses") arising out of or in connection with this Agreement or the promotion and sale of the Products, including Losses that:
a) arise from inaccurate, erroneous or misleading Reseller Information;
b) concern or relate to the details or operation of Reseller or the Sub-Re-Sellers or repayment, refund or charge back of the Resale Rate;
c) arise from any acts, omissions, failures or breach or alleged breach of the terms of this Agreement by the Reseller, its servants, agents, employees, Sub-Resellers or anyone instructed by/acting on behalf of the Reseller;
d) arise from the failure of Reseller to:
i. properly register with relevant tax authorities, or
ii. pay, collect, remit or withhold any applicable Taxes, fees and (sur)charges levied or based on the services or other charges hereunder in the relevant jurisdiction (including Resale Rate and commission payments); or
e) any non-compliance by the Reseller or the Sub-Resellers with a Direct Agreement, any Applicable Laws, guidelines or regulations of any relevant authority.
11.10. The provisions of clause 11 shall remain in full force and effect notwithstanding termination of this Agreement (for whatever reason).
12. Data Protection
12.1. In order to fulfil their obligations under this Agreement, Reseller and priohub will Process Personal Data.
12.2. Each Party will Process Personal Data in accordance with this Agreement and in compliance with applicable Data Protection Legislation.
12.3. Each Party warrants and represents that it has in place, appropriate technical and organisational measures to prevent unlawful or unauthorised processing, accidental or unlawful destruction, accidental loss, alteration, unauthorised disclosure or access and adequate security procedures to ensure that unauthorised persons will not have access to the Personal Data, or to equipment used to Process the Personal Data, and that any persons it authorises to have access to the Personal Data will respect and maintain the confidentiality and security of the Personal Data.
12.4. Without prejudice to the aforementioned, Reseller warrants, represents and undertakes that, when Processing, in particular transferring Personal Data to priohub, Reseller has established proper legal basis for such Processing, and where applicable, provided appropriate notification to the Customers and has the necessary rights, or where applicable, consents or licenses to allow priohub, to Process the Personal Data.
12.5. priohub agrees to
a) only Process the Personal Data in connection with this Agreement for and behalf of the Reseller or a Supplier for the purpose of performing its obligations under and accordance with this Agreement.
b) provide reasonable assistance to Reseller to facilitate the fulfilment of Reseller's obligations under the Data Protection Legislation;
c) notify Reseller and/or Supplier if it receives a request from a Customer of a Reseller in respect of Personal Data;
12.6. Reseller acknowledges and accepts that:
a) Reseller shall do nothing, nor omit to do anything, which would cause priohub to be in breach of the Agreement or Data Protection Legislation;
b) without limitation to the other provisions of the Agreement, Reseller shall be and remain responsible for the Processing of Personal Data, including, but not limited to, for the accuracy of Personal Data;
c) Reseller shall indemnify priohub against any loss or damage which priohub may sustain or incur, in relation to any third party claim, including claim from the Supplier, to the extent such claim is based upon any breach by Reseller of the provisions of this clause 11(Data Protection) or of the Data Protection Legislation;
d) if Reseller appoints a Sub-Reseller which Processes Personal Data, Reseller shall ensure that a suitable agreement is in place with such Sub-Reseller and that it includes terms so far as they relates to the Processing of Personal Data that are no less protective of the Personal Data as the level of protection imposed on Reseller under this Agreement; and
e) if Reseller appoints a Sub-Reseller, Reseller remains liable for all the acts and omissions of such Sub-Reseller which result in a breach of this clause by Reseller.
13.1. Each Party undertakes that it shall not at any time during the Term, disclose to any person any Confidential Information of the other Party except as permitted by clause 13.2.
13.2. Each Party may disclose the other Party's Confidential Information;
a) to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the Party’s obligations under this Agreement. Each Party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other Party’s confidential information comply with this clause 13 and
b) as may be required by law, court order or any governmental or regulatory authority.
13.3. For the avoidance of doubt this clause 13 shall survive the termination of this Agreement.
14. Force Majeure
14.1. Neither Party will be liable for any failure to comply or delay in complying with its obligations under this Agreement to the extent resulting from an event of Force Majeure.
14.2. A Party shall not be entitled to rely on this clause 14 to the extent that it fails to use all reasonable endeavours to resume performance of its obligations as soon as is practicable, and in the meantime, to mitigate the effects of any such event.
14.3. If either Party is affected by an event of Force Majeure, it will promptly notify the other Party of the nature and extent of the circumstances giving rise to the event of Force Majeure, and both Parties shall co-operate to mitigate the effect of the event of Force Majeure to the fullest extent reasonably practicable.
15.1. This Agreement is personal to the Reseller and the Reseller shall not, save as expressly permitted by this Agreement, assign, mortgage, charge or sub-license all or any of its rights or obligations under this Agreement (or purport or agree to do so) without the prior written consent of priohub, such consent shall be at priohub's absolute discretion.
15.2. priohub may assign, transfer sub-license or sub-contract, declare a trust over or deal in any other manner with any of its rights or obligations under this Agreement provided it gives prior written notice to the Reseller.
16.1. Nothing in this Agreement shall create, or be deemed to create, a partnership or joint venture of any kind between the Parties.
16.2. Each Party acknowledges that, in entering into this Agreement, it does not do so on the basis of, and does not rely on, any representation, warranty or other provision except as expressly set out or referred to in this Agreement and all conditions, warranties or other items implied by statute or common law are excluded to the fullest extent permitted by law.
16.3. If any provision of this Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, unenforceable or illegal, it shall be amended to the minimum extent required to make it valid and enforceable, and the other provisions of this Agreement shall remain in full force and effect.
16.4. No waiver by priohub of any breach of the Reseller's obligations shall constitute a waiver of any prior or subsequent breach and priohub shall not be affected by any delay, failure or omission to enforce any obligation of the Reseller.
16.5. This Agreement constitutes the entire agreement and understanding between the Parties with respect to the matters contained herein and supersedes any and all agreements, written or oral, express or implied between the Parties with respect to its subject matter.
16.6. This Agreement and any amendment hereto may be executed in any number of counterparts, each of which shall be enforceable with respect to the Parties actually executing such counterparts. An electronic signature on this Agreement shall serve as an original signature for all purposes.
17. Governing Law and Jurisdiction
17.1. This Agreement will be governed by and construed in accordance with the laws of the Emirate of Dubai and federal laws of the United Arab Emirates applicable in the Emirate of Dubai.
17.2. If any dispute arises out of or in connection with this Agreement, the dispute will be referred to authorized representatives of priohub and Reseller who will attempt to settle the dispute by negotiation.
17.3. If the Parties are unable to settle the dispute within 21 days of the dispute being referred in accordance with clause 17.2, the dispute will be submitted to the exclusive jurisdiction of the courts of Dubai.
Schedule 2: priohub Resale Conditions
These Resale Conditions form an integral part of the Agreement and shall apply to the Reseller whenever a Supplier appoints priohub as its agent to distribute its Products via the priohub Platform pursuant to clause 3.1b) of the General Connectivity Terms, and priohub appoints the Reseller as its non-exclusive sub-agent to promote and sell the Products of such Supplier in accordance with this Schedule 2
1. Definitions & Interpretations
Except where the context otherwise requires, all words and phrases defined in the General Connectivity Terms shall have the same meanings when used in these Resale Conditions. In addition, the following definitions shall apply:
Appointment has the meaning ascribed to it in clause 2.1 of these Resale Conditions.
Appointment Term means the period beginning on the Commencement Date and ending when terminated in accordance with clause 10 of these Resale Conditions.
Credit Limit means the ceiling value of the Resale Rate amount owed by the Reseller to priohub at any time.
2.1. Where a Supplier authorises priohub to be the reseller of its Products via the priohub Platform, priohub appoints the Reseller as its non-exclusive sub-agent to promote and sell the Products of such Supplier ("Appointment"), and the Reseller accepts such Appointment, in accordance with the terms herein.
2.2. These Resale Conditions shall apply to the Appointment in addition to the General Connectivity Terms SAVE THAT, where these Resale Conditions apply, in the event that there is any inconsistency between any provision in the General Connectivity Terms and a provision in these Resale Conditions, the provision in these Resale Conditions shall prevail.
3. priohub's Obligations
3.1. In relation to each Appointment, priohub shall use reasonable endeavours to:
a) inform the Reseller about any material changes to the Products as advised by a Supplier to priohub that affect existing Bookings made by the Reseller;
b) ensure that the Suppliers supply Products that comply at all times with all Applicable Laws; and
c) provide the Reseller with assistance in relation to any Supplier charges or other Supplier issues but shall not be liable in respect of any such matters or charges.
4. Reseller's Obligations
4.1. For the purpose of an Appointment, the Reseller shall:
a) ensure that the Products are not sold below the List Price, where the List Price is mandatory, as indicated on the priohub Platform;
b) notify priohub of any special requests to the Booking promptly after they are received to enable priohub to notify the Supplier to see if the request can be facilitated but in no circumstances to guarantee any special request to the Customer. If confirmation of acceptance is received from the Supplier, priohub shall pass this confirmation on to the Reseller as soon as reasonably possible;
c) immediately notify the Customer of any amendments or other information advised to it by priohub, whether before or after the Booking is made;
d) be responsible for accounting for Tax where applicable;
e) implement and maintain procedures and procure that each of its Sub-Resellers shall implement procedures to comply with all Applicable Laws;
f) comply with the guidelines provided by priohub or the relevant Supplier from time to time regarding the display of any Supplier Information and any other information provided by priohub; and
g) comply with the distribution rules notified to it by priohub or a Supplier from time to time.
4.2. The Reseller shall not, without prior consent of priohub, contact any Supplier directly for any reason in relation to the Appointment. In particular the Reseller agrees that it shall not request the Supplier to engage with the Reseller directly and appoint the Reseller to distribute the Products directly to Customers or make bookings directly with any Supplier or try to negotiate new rates with the Suppliers.
4.3. Reseller acknowledges and agrees that:
a) the details, Resale Rate and availability of a Product are only binding once a Booking has been confirmed by priohub with its reference number;
b) priohub shall be entitled to restrict the onward distribution of any Supplier Information at any time in its sole discretion and
c) the Resale Rate and List Prices that are available on the Reseller Portal will be in AED and can be converted to other currencies as available on the portal. However, the exchanged rates will be only indicative, and the Reseller will be liable to pay the original amount in AED to priohub.
5. Failure to maintain, operate or supply the Products
In the event of the failure of a Supplier to provide the Products in accordance with the requirements of this Agreement, priohub shall provide such assistance as it considers reasonable to the Reseller in resolving the issue with the Supplier and shall have no further liability to the Reseller.
6. Customer Care
6.1. The Reseller shall take responsibility for any complaints, claims, issues or after sales enquiries concerning the Products which are brought to the Reseller's attention, and shall promptly inform priohub of any such issues and keep priohub fully informed of the progress of any such issue.
6.2. The Reseller shall not make any offer of compensation or settlement with a Customer without obtaining the prior written consent of priohub.
6.3. Each Party agrees to notify the other Party promptly if it becomes aware that the media has become involved in any complaint, incident, accident or issue relating to the Products.
6.4. The Reseller hereby confirms and agrees that it shall not, under any circumstances agree to bind priohub in any way and must ensure that it does not say or do anything which will prejudice priohub's position in any respect.
7.1. All payments to be made between the parties in relation to the Appointment shall be paid in the Agreed Currency.
7.2. priohub shall invoice the Reseller the Resale Rate and the Reseller shall pay such invoices in accordance with the payment terms as communicated by priohub to the Reseller in the Commercial Terms. Failure to pay by the due date shall entitle priohub to cancel the Bookings without liability and impose any relevant cancellation charges that apply.
7.3. priohub shall set the Credit Limit for the Reseller to the amount communicated by priohub to the Reseller in the Commercial Terms. In the event that priohub, in its reasonable opinion, deems the Credit Limit is unfitting at any time during the Appointment Term, priohub may increase or decrease the value of the Credit Limit, and shall provide a written notice of such change to the Reseller.
7.4. Should the Credit Limit be exceeded (amount of the unpaid Resale Rate is higher than the credit limit), the Reseller will immediately make a payment to priohub to cover the excess over the stated Credit Limit. If immediate remedy to this excess is not timely made, within three (3) working days from when the Credit Limit is exceeded, priohub may review and ultimately suspend.priohub may suspend the Reseller’s access to the priohub Platform or terminate this Appointment in accordance with clause 10.1 c)
7.5. All amounts payable under this Agreement are inclusive of applicable service charges and Taxes (except for such Taxes which are directly collected by the Supplier from the Customer). Parties shall pay such Taxes, as are specified in the VAT Law upon presentation of a valid Tax Invoice.
7.6. Unless otherwise agreed between the parties in writing, payment by Reseller shall be made via bank transfer justified with a SWIFT document and remittance advice to the bank account as communicated by priohub to the Reseller.
7.7. The bank charges, if any, relating to the corresponding bank transfer will have to be borne by the Reseller, and shall not be deducted on settlement.
7.8. For clarity, the Reseller will be liable to pay priohub any and all invoiced sums on the applicable due date, irrespective of whether the Reseller has collected the money from the Customer.
7.9. In the event that the Reseller disputes an item on the invoice, the following provisions shall apply:
a) the Reseller shall pay any undisputed element of such invoice in accordance with this Agreement;
b) within 7 days of invoice receipt, the Reseller shall notify priohub in writing of the disputed items and shall describe in reasonable detail the reasons for disputing the item (including why they cannot be reconciled by the Reseller) ("Disputed Items");
c) following receipt of the notice from the Reseller, the Parties shall work together in good faith to attempt to resolve and settle the Disputed Items as soon as reasonably practicable; and
d) if, within thirty (30) days of the date on which the Reseller originally received the relevant invoice from priohub, the Reseller has been unable to demonstrate to priohub's reasonable satisfaction that it is not liable to pay for the relevant Disputed Items, the Disputed Items shall be payable by the Reseller with immediate effect as a debt.
7.10. priohub shall be entitled to set off against any sum due to the Reseller, any sum owed to priohub by the Reseller.
7.11. During the Appointment Term and for a period of six (6) years after the termination of this Appointment (howsoever arising), the Reseller shall permit priohub or its duly authorised agents to audit its business records (in both hard copy and electronic form) for purposes of
a) verifying any sums of money paid or payable to priohub;
b) verifying the information provided to priohub; or
c) obtaining any other information reasonably relevant to the parties' respective rights and obligations under this Agreement,
and the Reseller shall provide to priohub or its representative all co-operation and assistance as may be reasonably required in respect thereof.
8. Bank Guarantee
8.1. priohub may request the Reseller to provide priohub a bank guarantee in favour of priohub at any time during the Appointment.
8.2. If priohub deems that a bank guarantee is required by the Reseller, priohub shall provide a written notice to the Reseller with the required value amount of the bank guarantee.
8.3. The Reseller shall provide the bank guarantee for the amount specified in the notification from priohub within 30 days of receipt, and shall ensure that the bank guarantee is valid at all times during the Appointment Term.
8.4. If the Reseller does not accept to provide the bank guarantee, the Reseller may terminate this Agreement with written notice of thirty (30) days to priohub.
9. Data Protection
9.1. In order to fulfil their obligations under this Agreement, Reseller and priohub will Process Personal Data.
9.2. Each Party will Process Personal Data in accordance with this Agreement and in compliance with applicable Data Protection Legislation.
9.3. Each Party warrants and represents that it has in place, appropriate technical and organisational measures to prevent unlawful or unauthorised processing, accidental or unlawful destruction, accidental loss, alteration, unauthorised disclosure or access and adequate security procedures to ensure that unauthorised persons will not have access to the Personal Data, or to equipment used to Process the Personal Data, and that any persons it authorises to have access to the Personal Data will respect and maintain the confidentiality and security of the Personal Data.
9.4. Without prejudice to the aforementioned, Reseller warrants, represents and undertakes that, when Processing, in particular transferring Personal Data to priohub, Reseller has established proper legal basis for such Processing, and where applicable, provided appropriate notification to the Customers and has the necessary rights, or where applicable, consents or licenses to allow priohub, to Process the Personal Data.
9.5. priohub agrees to
a) only Process the Personal Data in connection with this Agreement for and behalf of the Reseller or Supplier for the purpose of performing its obligations under and accordance with this Agreement.
b) provide reasonable assistance to Reseller to facilitate the fulfilment of Reseller's obligations under the Data Protection Legislation;
c) notify Reseller if it receives a request from a Customer of the Reseller in respect of Personal Data;
9.6. Reseller acknowledges and accepts that:
a) Reseller shall do nothing, nor omit to do anything, which would cause priohub to be in breach of the Agreement or Data Protection Legislation;
b) Without limitation to the other provisions of the Agreement and these priohub Resale Conditions, Reseller shall be and remain responsible for the Processing of Personal Data, including, but not limited to, for the accuracy of Personal Data;
c) Reseller shall indemnify priohub against any loss or damage which priohub may sustain or incur, in relation to any third party claim, including claim from the Supplier, to the extent such claim is based upon any breach by Reseller of the provisions of this clause 8 (Data Protection) or of the Data Protection Legislation;
d) If Reseller appoints a Sub-Reseller which Processes Personal Data, Reseller shall ensure that a suitable agreement is in place with such Sub-Reseller and that it includes terms so far as they relates to the Processing of Personal Data that are no less protective of the Personal Data as the level of protection imposed on Reseller under this Agreement; and
e) If Reseller appoints a Sub-Reseller, Reseller remains liable for all the acts and omissions of such Sub-Reseller which result in a breach of this clause by Reseller;
10. Termination of the Appointment:
10.1. priohub may terminate an Appointment or the entire Agreement immediately on written notice to Reseller (without liability) in the event:
a) that priohub determines in its sole discretion that the Reseller or its Sub-Resellers have jeopardized priohub's relationship with one or more Suppliers;
b) of a change of control of the Reseller;
c) if the Reseller fails to pay any undisputed part of an invoice after it has become due to be paid, and such amount remains to be unpaid 15 days after priohub provided written notification of the non-payment to the Reseller.
10.2. Either Party shall be entitled to terminate an Appointment:
a) with immediate effect if the other party is in material breach of its obligations in these Resale Conditions and in the case of such breach being capable of remedy, fails to remedy the same within fourteen (14) days after receipt of written notice giving particulars of that breach and requiring it to be remedied; or
b) on 30 days' written notice to the other party.
11. Consequences of termination of the Appointment
In the event of termination of a particular Appointment:
11.1. priohub will fulfil any bookings made for the Products prior to termination, provided that all balances due have been paid;
11.2. priohub shall be entitled to withhold commission equal to the value of any bookings made but not yet paid for until cleared funds are received from the Reseller; and
11.3. each party will continue to provide to the other such reasonable assistance as the other party shall require in relation to complaints, after-sales enquiries or other incidents, as set out in clause 6.