Merchant shall disclose all relevant details pertaining to Problem Order(s) to Careem upon becoming aware of the same; and 4.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location. We are entitled to perform partial delivery and partial services within the agreed delivery and performance periods if reasonable to the Orderer. Careem will not be responsible or liable for the (a) quality, quantity, descriptive accuracy and/or taste of the Goods advertised on the Platform; and/or (b) processing of the Orders which have been placed by the Customers with the Merchant on the Careem Platform; and/or (c) any failure on the part of the Merchant to comply with the special requests / instructions of a Customer where such requests and/or instructions have been communicated by the Customer at the time of placing an Order; and/or (d) the delivery of the Goods to the Customer including, but not limited to, the acts or omissions of any Captain. No responsibility will be accepted by the Client for any Goods/Deliverables unless delivery notes have been signed by the Client. Delivery periods are given under the reservation that the Orderer meets his contractual duties of cooperation. Merchant will also be responsible for any and all issues and costs associated with delayed delivery resulting from its failure to comply with the relevant preparation time or Captain waiting time (as stipulated above), including costs associated with compensating the Customer; These third-party beneficiaries are not parties to this contract and are not responsible for the provision or support of the Careem Platform in any manner. The Device will be collected by Careem from the Merchant at the sole expense of Careem. The Merchant further agrees that a breach of this provision would cause Careem to suffer irreparable harm and damage that could not be adequately remedied by payment of monetary damages and therefore, in addition to monetary damages and other legal remedies, the Merchant agrees that Careem will be entitled to obtain equitable and injunctive relief as may be necessary to restrain any threatened, continuing or further breach by the Merchant. 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 Merchant must meet all of the following requirements when it receives an online payment Order: Please read these Terms and Conditions carefully. 9.4. 4.7. 4.15. The Orderer is entitled to a right to set-off our claims only if his counter claims are res judicata, undisputed, or have been acknowledged by us. 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. Careem may give notice by means of a general notice on the Careem Platform, electronic mail to your email address in the Merchant Account, or by written communication sent to your address as set forth in the Enrollment Agreement. 9.5.3. any liability which cannot be lawfully excluded by that party. If, contrary to Sentence 2, an account current relationship exists between the Orderer and the purchasers of our reserved goods, the account receivable assigned in advance shall also relate to the accepted balance and, in the case of the purchaser’s insolvency, to the balance existing at that date. Delivery dates are estimates, unless a fixed date for the transactions has been expressly agreed in writing. 3.3. The proceeds from such exploitation will be credited to our accounts receivable from the Orderer, less reasonable exploitation costs. 4.19. The Merchant may give notice to Careem by written communication to Careem’s email address at legal@careem.com for any matter and will give 5 calendar days’ written notice with respect to terminating its use of the Careem Platform and the Merchant Application. Careem may immediately terminate the Agreement with respect to you, or generally cease offering or deny access to the Careem Platform and the Merchant Application or any portion thereof, at any time and for any reason without notice to the Merchant. At least 20% of the invoice value, or at least 30 euros, will deducted for the cost of examination, treatment, alteration, and repackaging. We agree to release, upon the Orderer’s request, the securities of our choice to which we are entitled, to the extent that the realisable value of our securities exceeds our receivables from the Orderer, that are the matter to be secured, by more than 20%. The Orderer herewith immediately assigns to us all – future and contingent – accounts receivable resulting from a resale of the goods delivered by us, together with all ancillary rights, at an amount of 100% gross of the value of the delivered goods, which will take precedence over the residual part of his accounts receivable. The Careem Platform and the Merchant Application and all rights therein are and shall remain Careem’s property or the property of Careem’s licensors. by accepting delivery of the goods and services covered hereby, buyer waives all terms and conditions contained in its purchase orders or other documents which are different from or additional to those contained herein and all such different or additional terms and conditions shall be null and void. Merchant will use the Merchant Application to make timely changes or updates to their Information, including but not limited to Menu items and their availability, item descriptions and attributes, item prices, operating hours and any other Information. All rights reserved. Prices, terms of payment, default in payment, IV. If no price has been expressly determined, the prices in effect at the time of the conclusion of contract as per our price list shall apply. Careem and the Merchant are and shall remain independent parties. The Dispute shall be resolved by one (1) arbitrator to be appointed in accordance with the ICC Rules. 6.2.1. If Seller places Products into storage, the following apply: (i) title and risk of loss immediately pass to Buyer, if they have not already passed, and delivery shall be deemed to have occurred; (ii) any amounts otherwise payable to Seller upon delivery or shipment shall be due; (iii) a fee of two percent (2%) of the value of the Products will be charged to Buyer; and (iv) when conditions permit and upon payment of … Any rights not expressly granted herein are reserved by Careem and Careem’s licensors. 11.2 Claims of Copyright Infringement. THE MERCHANT ACKNOWLEDGES THAT NEITHER CAREEM NOR ITS AFFILIATES PROVIDE DELIVERY, TRANSPORTATION, FOOD, GROCERY, OR PHARMACEUTICAL SERVICES OR FUNCTION AS A TRANSPORTATION SERVICE PROVIDER OR OWN ANY VEHICLES FOR DELIVERY AND THAT ALL DELIVERY SERVICES ARE PROVIDED BY INDEPENDENT THIRD-PARTY CONTRACTORS WHO ARE NOT EMPLOYED BY CAREEM OR ANY OF ITS AFFILIATES. However, he is not entitled to conclude an accounts current agreement, or agree a prohibition of assignment, with his customers in relation to these accounts receivable, or transfer or pledge them to third parties. VIII 1 – 4, this shall also apply to the personal liability for damages on the part of our employees, personnel, representatives and auxiliary persons and vicarious agents. The Goods 5. Merchant agrees that Careem shall be entitled to set-off any amounts Merchant owes to Careem hereunder (including the Merchant Commission) from the Payments. Careem grants a limited, non-exclusive, non-transferable, royalty free license to the Merchant for the use of the Device solely until the termination of this Agreement; Before being onboarded onto the Careem Platform and/or fulfilling any Orders, the Merchant must provide up-to-date and accurate Information to Careem including, but not limited to, itemized lists of Goods and their availability, description of Goods and attributes (weight, volumes, etc. If, however, one of the aforementioned cases occurs, we may demand that the Orderer disclose to us the receivables assigned and their debtors, furnishes all information required for collection of the receivables, and surrenders to us all related documents. Merchant shall perform its obligations hereunder in accordance with: (a) Good Industry Practice; (b) Technical Standards; (c) All applicable professional rules, code of conduct, regulations and associated guidelines; (d) Any timescales set out herein; and (e) Applicable Law. Careem may assign and/or transfer its rights and obligations under this Agreement in whole or in part, including to: (a) a subsidiary or affiliate; (b) an acquirer of Careem’s equity, business or assets; or (c) a successor by merger. The Services 6. ), prices for Goods including all applicable taxes and charges, operating hours of the Merchant, any recommended usage and dosage information as well as any possible side effects relating to the Goods (if Goods are of a medical nature), manufacturers’ instructions and allergy information for any Goods, and any other Information that is required to be shown to the Customer in respect of the sale of the Goods to Customers under Applicable Law; Obvious defects, delivery of the wrong goods, and deviations in quantity, shall be reported to us in writing by the Orderer without undue delay, no later however than 3 days from the Orderer’s receipt of the goods. 12. Notification of such price changes is given no later than four weeks prior to the effectiveness of the new prices. If, in exceptional cases, we agree with the return of a fault-free item, it shall be credited to the Orderer only if we are able to determine that the goods are fully reusable. The ICC Rules’ Emergency Arbitrator provisions are excluded. Severance If any part of these Terms is disallowed or found to be ineffective by any court or regulator, the other Terms shall continue to apply. In the event that any of the Merchant or its employees irreparably damages or loses the Device or any of its accessories during the subsistence of this Agreement, Careem shall replace the same and the Merchant shall be charged for the cost of replacement; 9.5. Your ride, their refuge. 6.1. These transport of goods terms and conditions are designed for use by a small business offering a delivery service for goods. The Orderer is entitled, within the scope of proper and orderly business operations, to dispose of the products created by such processing, alteration, combination, or mixing, excluding pledging or assignment, provided he meets his obligations resulting from the business relationship with us, in a timely manner. Additionally, Apple Inc., Google, Inc., and/or their applicable international subsidiaries and affiliates will be third-party beneficiaries to this contract if you access the Careem Platform using applications developed for Apple iOS or Android-powered mobile devices, respectively. 7.4. 6.2.3. CONDITIONS OF PURCHASE FOR GOODS. Payment 8. This applies particularly for the damages claims based on. If, consequently, the performance of the delivery or service is delayed for more than one month, both we and the Orderer are entitled to withdraw from the contract by written notice in respect of the quantities affected by the delay in delivery, excluding any damages claims and in accordance with No. Careem will display Information and your Menu on the Careem Platform at its discretion; “Parties” means Careem and you; DISCLAIMER. If the Orderer fails to pay due invoices, observe a payment term, or in the event that the Orderer’s financial situation deteriorates after the conclusion of the contract, or if, after the conclusion of contract, we obtain unfavourable information relating to the Orderer that give rise to doubts as to the orderings party’s solvency or credit-worthiness, we are entitled to accelerate the maturity and declare immediately due the Orderer’s residual debt, and, contrary to the agreement, demand advance payment, or payment of a security, or, upon delivery, immediate payment of all our receivables that are based on the same legal relationship. 4.18. 7.5. Neither party shall have, or represent itself to have, any authority to bind the other party or act on its behalf. The Merchant warrants, represents and undertakes that the Goods provided to Customers are: (a) of high quality and fit for human consumption; (b) comply with all relevant local legislations, including all applicable industry regulations including all packaging and labeling requirements required for Goods of that type; and (c) will not contain any references to any third party which offers services that are identical or similar to the Services provided by Careem under this Agreement; THE MERCHANT WILL NOT SELL ANY GOODS THROUGH THE CAREEM PLATFORM THAT REQUIRE A MEDICAL PRESCRIPTION, ARE NARCOTICS OR ARE A CONTROLLED MEDICATION; THE MERCHANT UNDERSTANDS AND ACCEPTS THAT CAREEM DOES NOT PROVIDE TRANSPORTATION, FOOD DELIVERY, GROCERY, PHARMACEUTICAL OR LOGISTICS SERVICES OR FUNCTION AS A TRANSPORTATION OR GOODS CARRIER AND THAT ALL SUCH TRANSPORTATION, FOOD DELIVERY OR LOGISTICS SERVICES ARE PROVIDED BY INDEPENDENT THIRD-PARTY CONTRACTORS WHO ARE NOT EMPLOYED BY CAREEM OR ANY OF ITS AFFILIATES. Where the delivery is conducted by the Merchant, the Merchant will process, execute and deliver Orders (a) promptly and within 45 minutes from receipt of the relevant Order; and (b) in accordance with Good Industry Practice. 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. Upon acceptance of the returned goods we are entitled to exploit them. Merchant will accept all Orders placed by Customers within two minutes of the Order appearing on the Merchant Application and, in the event that the Merchant fails to do the same, the Merchant’s ranking on Careem’s customer-facing application for provision of the Services may decline and a higher expected delivery time may be shown to Customers for the Merchant. 8.2. 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. “Electronic Payment Mechanism” means the online and mobile based payment mechanisms including third party payment gateways, credit card/debit card/net banking transfer and/or e-wallets and/ or Careem credits that are available on the Platform for the purposes of facilitating the payment of the Order Value by the Customer; Upon the return of the Device along with all accessories by the Merchant, Careem and the Merchant will be required to acknowledge the transfer of the Device in writing as instructed by Careem; This shall not apply if a fixed price is agreed. Interpretation 1.1 Definitions. However, he shall be entitled to resell the delivered goods within the scope of a proper and correct business transaction in accordance with the following terms. The Agreement governs your use of the Careem application, website, call center and technology platform (collectively, the “Careem Platform” or the “Platform”) which facilitates the listing, sale and delivery of Goods (as defined below) to Customers (as defined below) (“Platform Services”). If Merchant fails to do any of the foregoing, Merchant shall pay to Careem (i) the Merchant Commission or 5% of the Net Sales Value, whichever is higher, on any Orders placed by Customers that have to be cancelled due to outdated Information including, but not limited to, unavailability of all items in the Order; (ii) any compensation issued to Customers by Careem for Orders that are cancelled or modified due to outdated Information; and (iii) any price difference Careem has to pay to Customers due to outdated prices; Resulting amount is the final total invoice amount ( incl delivery: * free,! Applies particularly for the damages claims based on the Order, Merchant will not engage any! Of business the reservation of title terms and conditions for delivery of goods Internet publications party or act on behalf! Orderer under no a retention right only if his counter claim is on. 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