This Foloosi SERVICES AGREEMENT (together with the relevant Client Cover Letter; Client, Services, and Cost Summary; and Additional Terms and Conditions, this "Agreement") is made and entered into as of the Effective Date by and between A. (Foloosi) Tawseel Orders Delivery Services, and B. the Client identified in the Agreement (or, if no Client is specified specifically in the Agreement, or there is no previous or current agreement between the Parties, then the company or individual availing the Services). Foloosi and the Client may be referred to collectively herein as the "Parties" and individually as a "Party" (as the case may be and as the context may so dictate).
Definitions
Unless the context otherwise requires, each of the following words and expressions shall have the following meanings:
"Additional Services" shall mean any services that are not the Services. If Additional Services are performed without a written agreement in place, then the Parties agree that Foloosi's standard terms and conditions shall apply to such Additional Services, including without limitation standard pricing.
"Effective Date" shall mean the Effective Date outlined in the Agreement, or, if no such date is defined, then the date the Services are availed by the Client.
"Goods" shall mean any goods or products (which can include, without limitation, any food products, prepared food, FMCG, etc.) that are sold by the Client to a Customer under a Customer Contract.
"Territory" shall mean the United Arab Emirates ("UAE") (and any other jurisdictions and countries specified in the Agreement and elsewhere where the Services are rendered).
References to a "Party" or the "Parties" shall include their respective successors in title, permitted assignees, estates, and legal personal representatives.
Titles of sections and clauses in this Agreement are used for information purposes only. Such headings shall not form part of the operative provisions of this Agreement.
Unless the context otherwise requires, words denoting the singular shall include the plural and vice versa. Words meaning any gender shall include all genders and words denoting persons shall include bodies corporate and unincorporated, associations, partnerships, and individuals. Unless otherwise indicated, any references to "days" shall mean calendar days, and days and times shall be relative to the jurisdiction within the Territory in which Fetchr is carrying out the Services.
The Client understands, acknowledges, and agrees that with respect to Services provided by Foloosi to the Client involving the delivery of Goods supplied by Foloosi to a Client's Customer (each a "Customer" and collectively, the "Customers"), the involved orders between the Client and each such Customer (the "Customer Order") is solely and exclusively negotiated and executed directly between the Client and each Customer, including without limitation any charges assessed by the Client for shipping, handling, insurance, taxes, and similar charges, fees, and expenses.
Foloosi is not a party to any such Customer Order with the Client or any Customer, and Foloosi's only contractual privity is with the Client for Services. It is the Client's sole and exclusive responsibility to collect any taxes, expenses, insurance premiums, and/or other fees related to the sale of Goods to a Customer under the Customer order. Any express or implied warranties directly or indirectly related to any Goods are exclusively made between the Client and its Customers.
Provision of Services
Foloosi's service offerings the following: Foloosi introduces Tawseel as the courier company, providing order management; delivery to end-customers, payment collection, Specific Services, and Additional Services agreed to between the Parties shall be outlined in the Client, Services, and Cost Summary section of this Agreement and any subsequent amendments to it.
Services shall be provided in each jurisdiction that is a part of the Territory. The Parties may, by a mutual written agreement, revise the scope of the Territory from time to time, which may require corresponding revisions to this Agreement, including with respect to pricing.
Where we are unable to complete the delivery of a shipment for whatever reason, we will try to leave a notice at the receiver's address stating that we attempted the delivery and the whereabouts of the shipment. If delivery has not been made after a second attempt by Tawseel or the receiver refuses to accept delivery, You agree to pay us any costs we incur in forwarding, disposing of, or returning the shipment.
Foloosi.com does not sell or interfere in any way in the production of any products sold at the shops. But what this online market offers to the users is only providing the ability to search for and find local shops that deliver to their addresses. The shops are obligated to comply with country local laws, rules, regulations, sales, marketing, and safety.
Foloosi doesn't guarantee the quality of product or food complies with applicable laws and does not guarantee to match the list displayed on the site with what is actually provided to the users.
Invoicing and Payment Terms; Additional Services.
Unless otherwise agreed in writing, Foloosi shall invoice the Client for each of the Services provided hereunder on a transactions basis. Any fees that Foloosi incurs in connection with the collection of past due amounts, including without limitation attorney's fees, expenses, interest, late fees, and/or court costs, shall be the responsibility of the Client, and the Client as a result of this indemnifies Foloosi for all such costs associated with collection.
Concerning any payment under this Agreement, the Client shall ensure that the net amount received by Foloosi corresponds to the amount invoiced by Foloosi and due by the Client, and, in this context, any bank wiring fees, taxes, or similar costs shall be the responsibility of the Client.
If any of the Services provided to the Client require additional work or services not agreed upon in this Agreement, including without limitation an expansion or contraction of existing Services, then the Parties may agree in writing on applicable terms and conditions for such Additional Services. This may include a revision to the pricing of the relevant Additional Services and/or existing Services (as the case may be). In the event any such services are performed by Foloosi for the Client without a written agreement in place, all such services shall be considered Additional Services, and Foloosi's standard terms and conditions shall apply to all such services.
Unless otherwise allowed herein, Foloosi may only amend pricing at any time during the Term by providing the Client at least thirty (30) calendar days' prior written notice.
You agree to pay the charges for the shipment between the locations specified on the consignment note, or for the performance by us of other services, and any value-added taxes.
Charges are calculated in accordance with the rates applicable to your shipment, as set out in our current rate card. Our current rate card is available on request. Below is the Rates card for your reference:
Delivery current rate card:
Next day delivery: Same city = AED 30
Two to Three days delivery: Same city = AED 20
City to city = AED 45
City to city = AED 30
Obligations of the Client
As part of this Agreement, the Client shall be required to supply any information reasonably requested by Foloosi to allow Fetchr to perform its obligations under this Agreement. It is the Client's sole responsibility to ensure that any such information provided to Foloosi is accurate, proper, and in compliance with all applicable laws and regulations, including without limitation any applicable data privacy laws, regulations, and corporate policies applicable to the Client, Foloosi, and/or the Client's Customers. Should the Client fail to provide Foloosi with such information, and any other information required by Foloosi to perform the Services, Foloosi shall not be held responsible for any liability or other expense arising from such action, and the Client shall indemnify Foloosi for any liability or expense incurred (including attorney's fees and costs) resulting therefrom.
Foloosi.com gives you direct access to the Customer using Foloosi platforms, you will have direct access to the Customer's orders, and you will be responsible for fulfilling the order request.
Term and Termination
This Agreement shall remain in effect for a term of (1) one year from the Effective Date (the "Initial Term"). Following the Initial Term, this Agreement shall automatically renew for successive one-year renewal terms (each a "Renewal Term" and together with the Initial Term, the "Term") unless terminated earlier by either Party in accordance herewith.
Solely for Services that are not Dedicated Resource Services, either Party may terminate this Agreement at any time by providing the non-terminating Party with thirty (30) days' prior written notice.
Working hours:
The working hours of each week shall be as follows: Saturday to Thursday: From 9 AM to 3 AM. Friday from 2 PM to 3 AM (according to the time of Friday prayer).
Disclaimer:
THE INFORMATION, CONTENT, PRODUCTS, SERVICES, AND MATERIALS AVAILABLE THROUGH THE SITE (WHETHER PROVIDED BY FOLOOSI.COM, YOU, OTHER USERS OR OTHER AFFILIATES/THIRD PARTIES), INCLUDING WITHOUT LIMITATION, FOOD/PRODUCT ORDERS, SUBMISSIONS, TEXT, PHOTOS, GRAPHICS, AUDIO FILES, VIDEO, AND LINKS, ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, FOLOOSI.COM DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, FREEDOM FROM COMPUTER VIRUS, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
Indemnity:
You agree to indemnify and hold Foloosi.com, its parents, subsidiaries and affiliates, agents, officers, directors, or other employees harmless from any claim, demand, or damage (whether direct, indirect, or consequential), including reasonable attorneys' fees, made by anyone in connection with your use of the site, with your submissions, with any alleged infringement of intellectual property or another right of any person or entity relating to the site, your violation of these Terms of Use, and any other acts or omissions relating to the site.
Limitation of Liability:
To the extent permitted by law, Foloosi.com provides this site and content on an "as-is" and "as available" basis, and we make no representation or warranty of any kind, express or implied, regarding the content or availability of this site, or that it will be timely or error-free, that defects will be corrected, or that the site or server that makes it available are free of viruses or other harmful components. Subject to the previous paragraph, neither Foloosi.com nor Foloosi.com directors, officers, agents, employees or contractors shall have any liability for any direct, indirect, special or consequential losses or damages (including without limitation, damages for loss of business or loss of profits), arising in contract, tort or otherwise from the use or inability to use this site. Nothing in these terms shall exclude or limit liability for death or personal injury resulting from our negligence or that of our agents or employees.