Terms and Conditions Agreement
- Contractual Relationship
Please read these terms and conditions carefully. These terms and conditions constitute a legally binding Agreement (together with the Enrollment Form, the “Agreement”) between you whether personally or on behalf of an entity acting as a food service provider (the “Restaurant” or “you”) and Careem Inc., a company with its registered office at P.O. Box 146, Road Town, Tortola, British Virgin Islands (Registration number 1723752) (“Careem”, “we”, “us” or “our”), by which expression includes our legal representatives, administrators, successors-in-interest, permitted assigns and affiliates (“Affiliates”).
This Agreement governs your use of the Careem application, website, call centre and technology platform (collectively, the “Careem Platform” or the “Platform”) which facilitates the listing and sale of Goods (as defined below) to Customers (as defined below). In many jurisdictions, the right to operate the Careem Platform is licensed by Careem Inc. to its relevant Affiliates, and the relevant Affiliate in your jurisdiction provides you the non-exclusive and revocable right to access and use the Careem Platform and the Restaurant Application (as defined below) in your jurisdiction. Where no Affiliate exists in your jurisdiction but use of the Careem Platform and the Restaurant Application is available to you, the right to access and use the Careem Platform and the Restaurant Application will be provided to you by Careem Networks FZ-LLC.
YOU SHOULD READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING THE CAREEM PLATFORM AND/OR THE RESTAURANT APPLICATION. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE CAREEM PLATFORM OR THE RESTAURANT APPLICATION.
Your access and use of the Careem Platform and the Restaurant Application constitutes your agreement to be bound by this Agreement, which establishes a contractual relationship between you and Careem. Careem may immediately terminate this Agreement with respect to you, or generally cease offering or deny access to the Careem Platform and the Restaurant Application or any portion thereof, at any time for any reason without notice.
Careem may amend this Agreement from time to time. Amendments will be effective upon Careem’s posting of an updated Agreement at this location. Your continued access or use of the Careem Platform and/or the Restaurant Application after such posting constitutes your consent to be bound by this Agreement, as amended.
Careem 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 a death or injury, involving you, a Customer and/or a third party transport provider and such information or data is relevant to the complaint, dispute or conflict.
“Applicable Law” means any national, state, local, municipal legislation, regulation, statutes, by-law, consents and/or other law and any other instrument having the force of law as may be issued and in force from time to time (and any amendment or subordinate provisions) relating to or connected with the activities contemplated under this Agreement wherever so located or performed;
“Commission Percentage” means the commission percentage with respect to each Order calculated on a Net Sales basis payable by Restaurant to Careem pursuant to the terms of the Enrollment Form.
“Customer” means a user who place Orders through the Careem Platform.
“Device” means an internet enabled mobile or tablet device capable of accessing the Restaurant Application.
“Effective Date” means the date of execution of the Enrollment Form.
“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.
“Enrollment Form” means the enrollment form signed by you and Careem by which you agree to be bound by the terms of this Agreement;
“Good Industry Practice” means the practices, methods and procedures and that degree of skill, diligence, prudence, foresight and judgment which would be expected to be observed by a skilled and experienced supplier engaged in the same or similar activities under the same or similar circumstances.
“Goods” means any food and beverages items being sold by Restaurant to Customers as listed from time to time in a relevant Menu.
“Group” means in relation to any person, that person and any company which is from time to time a subsidiary or holding company of that person or a subsidiary of any such holding company.
“Information” means the information set out in, and to be provided in connection with, the Enrollment Form including any information which is supplied by Restaurant to Careem under or with respect to this Agreement such as the Menu, the price lists underlying the Menu, opening hours of the Restaurant, delivery areas serviced by the Restaurant and related delivery terms, and any other specific information the Restaurant is requested by Careem to provide.
“Menu” means any e-document or virtual page which sets out the Goods offered for sale by Restaurant to Customers together with related pricing and which is made available on the Careem Platform.
“Net Order Value” means the Order Value of a relevant Order, less the applicable Commission Percentage, any applicable payment gateway fees and any other charges that are due to Careem from the Restaurant under this Agreement or the Enrollment Form.
“Net Sales” means the net amount charged by the Restaurant to any Customer that is attributable to an Order placed through the Careem Platform, excluding any VAT tax payable on the Goods and all discounts being offered by the Restaurant on the Careem Platform
“Order” means an order made by a Customer on the Careem Platform for the purchase of Goods.
“Order Value” means the total amount which is payable by a Customer for the purchase of Goods with respect to each relevant Order.
“Parties” means Careem and Restaurant.
“Restaurant Application” means the Careem application (web-based or otherwise) which provides Restaurant with the ability to receive details and updates relating to Orders.
“Service Operator” means a service operator working for Careem who is managing Orders received from Customers through the Careem Platform.
“Services” means the receipt of Orders from Customers and related services.
“Technical Standards” means all internationally recognizable technical standards applicable to the provision of the Services hereunder.
- Careem Obligations
- Careem will display Information and the Menu on the Careem Platform at its discretion.
- Careem will forward Orders placed by Customers to Restaurant via a Careem provided URL link and/or via the Restaurant Application on a real-time basis.
- 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 Restaurant on the Careem Platform; (c) any Customer complaints; (d) any failure on the part of the Restaurant 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 (e) the delivery of the Goods to the Customer.
- The Restaurant will be solely responsible for the delivery of the Goods to the Customer.
- Careem will handle any Customer and Restaurant complaint related to the Careem Platform and/or the Restaurant Application and/or the Device.
- Careem will deactivate the Restaurant’s account if the Restaurant is found non-compliant with any Applicable Law.
- Careem will be responsible for the costs of any discounted promotions offered by Careem with respect to Goods.
- Careem will transfer the Net Order Value to the Restaurant weekly in accordance with the terms and conditions of this Agreement.
- Careem shall provide the Restaurant with a URL link, in the event, the Restaurant has a designated device to access such URL link, high-speed internet connection and speakers.
- Restaurants Obligations
- Restaurant shall treat Orders received from Customer ordering via the Careem Platform with the same level of care and attention, including as to Customer service and preparation times and delivery, as it treats Customer orders received via its own sales channels or via any third party.
- Restaurant will provide an invoice to a Customer for each Order and will use the Careem invoice format available on the Restaurant Application (or such other format mutually agreed to by the Parties) and also ensure that information pertaining to all charges (including VAT) are clearly visible to a Customer on an applicable invoice.
- Restaurant will ensure that the Information provided to Careem is up to date and accurate at all times.
- Restaurant will notify Careem by email of any permanent changes or updates relating to a Menu and will provide 48 hours’ notice for Careem to reflect such changes on the Careem Platform.
- Restaurant will process, execute and deliver Orders promptly and in accordance with the timelines prescribed by Careem.
- The Restaurant will not require a minimum value with respect to any Order.
- Restaurant will accept all Orders placed by Customers unless it is unable to fulfil such Order due to supply constraints or other reasons approved by Careem, and in such case Restaurant shall reject such Order within two minutes of receiving such Order. In the event that the Restaurant fails to fulfil or deliver any accepted Orders or erroneously rejects or delivers Orders, it will be liable to pay any relevant commissions and fees payable to Careem pursuant to this Agreement or the Enrollment Form.
- Restaurant will inform Careem about any change or modification made to an Order by the Customer directly with the Restaurant.
- The Restaurant warrants that the Goods provided to Customers are: (a) of high quality and fit for human consumption; and (b) comply with all relevant local legislations, including all applicable food industry regulations including all packaging and labeling requirements required for Goods of that type.
- If the Restaurant provides any additional services, the Restaurant will comply with the terms and conditions of such additional services as set out in the Enrollment Form or as otherwise communicated by Careem in writing from time to time.
- The Restaurant will contact the Careem customer care if an Order cannot be processed as requested or to clarify the details of an Order, if required, post confirmation of the Order.
- Restaurant will only accept Orders for food and non-alcoholic beverages through the Platform and reject any other items.
- The Restaurant will remove any unavailable Goods from a Menu via the Restaurant Application and, in the event that it fails to do so, it shall pay to Careem the cost of any unavailable Goods ordered by Customers from time to time.
- The Restaurant will ensure that the Order(s) are: (a) the same as placed by the Customer and (b) delivered within 45 minutes from receipt of the relevant Order in accordance with Good Industry Practice and the delivery terms and conditions prescribed by Careem from time to time.
- Restaurant will be required to incur all costs associated with all Orders delayed and / or rejected by the Customer on account of delays attributable to the Restaurant.
- Restaurant shall further ensure that the Order is delivered in accordance with the time periods communicated to the Customer. Restaurant will be responsible for any and all issues and costs associated with any delayed deliveries.
- Restaurant will ensure that the preparation time of an Order will not exceed 20 minutes from the acceptance time of the relevant Order.
- Restaurant acknowledges and agrees that it shall not make any independent call to the Customer and ask the Customer to make payments of amounts greater than what was agreed by the Customer at the time of placing the Order through the Platform.
- In consideration for the services offered by Careem to the Restaurant, the Restaurant shall pay to Careem the Commission Percentage.
- Restaurant will not engage in any fraudulent activity or misuse any benefits extended by Careem to it or to Customers.
- Restaurant will be responsible for the costs of any discounted promotion offered by the Restaurant with respect to Goods (a “Restaurant Promotion”) and shall at all times adhere to a minimum discount percentage with respect to Restaurant Promotions (the “Restaurant Promotion Minimum Discount Percentage”) as set out in the Enrollment Form.
- Restaurant will not at any time offer by way of any medium a price for any food and beverage item which is lower than the then-current price of the applicable item set out in the Menu.
- Restaurant will ensure that prices for Goods displayed on a Menu from time to time are inclusive of applicable taxes and charges, including VAT.
- Careem will have no responsibility or liability for the delivery of the Goods to a Customer and/or for the acts, performance or behavior of any person delivering the Goods to a Customer. The Restaurant will use all due care in order to deliver Goods professionally and in a timely manner to a Customer. Restaurant represents, warrants and undertakes it holds and will maintain all required permits, licenses and other governmental authorizations necessary for conducting, carrying out and continuing to provide the services related to the Goods to Customers (including delivery thereof), and all expressly required commercial licenses, if any, required by Applicable Law.
- Restaurant 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.
- The Careem Platform
5.1 Nature of Careem Services
Careem is a digital delivery and transportation network which operates a software platform matching, amongst other things, Customers seeking to place Orders with Restaurants via the Careem Platform. RESTAURANT ACKNOWLEDGES THAT NEITHER CAREEM NOR ITS AFFILIATES PROVIDE DELIVERY, TRANSPORTATION OR FOOD SERVICES OR FUNCTION AS A TRANSPORTATION, DELIVERY OR FOOD SERVICE PROVIDER OR OWN ANY VEHICLES FOR DELIVERY AND THAT ALL SUCH FOOD AND DELIVERY SERVICES ARE PROVIDED BY THE RESTAURANT OR INDEPENDENT THIRD PARTY CONTRACTORS WHO ARE NOT EMPLOYED BY CAREEM OR ANY OF ITS AFFILIATES.
Subject to Restaurant’s compliance with this Agreement, Careem grants Restaurant a limited, non-exclusive, non-sub-licensable, revocable, non-transferrable license to: (a) access and use the Careem Platform and the Restaurant Application solely with respect to the Services; and (b) access and use any content, information and related materials that may be made available to the Restaurant through the Careem Platform, in each case solely to provide Services to Customers. Any rights not expressly granted herein are reserved by Careem and Careem’s licensors.
Restaurant may not: (a) remove any copyright, trademark or other proprietary notices from any portion of the Careem Platform or the Restaurant Application; (b) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Careem Platform or the Restaurant Application except as expressly permitted by Careem; (c) decompile, reverse engineer or disassemble the Careem Platform or the Restaurant Application except as may be permitted by Applicable Law; (d) link to, mirror or frame any portion of the Careem Platform or of the Restaurant Application; (e) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Careem Platform or of the Restaurant Application or unduly burdening or hindering the operation and/or functionality of any aspect of the Careem Platform or the Restaurant Application; or (f) attempt to gain unauthorized access to or impair any aspect of the Careem Platform or the Restaurant Application or their related systems or networks.
The Careem Platform and the Restaurant Application and all rights therein are and shall remain Careem’s property or the property of Careem’s licensors. Neither this Agreement nor Restaurant’s use of the Careem Platform or of the Restaurant Application convey or grant to Restaurant any rights: (a) in or related to the Careem Platform or the Restaurant Application, as applicable, except for the limited license granted above; or (b) to use or reference in any manner Careem’s company names, logos, product and service names, trademarks or services marks or those of Careem’s licensors.
5.5 Third Party Services and Content.
- Use of the Careem Platform
- In the event Careem provides you with a Device, the following terms and conditions shall apply:
- (a) The Device shall be used by the Restaurant solely for the purpose of (1) confirming, cancelling and accessing the Order; (2) reviewing the particulars underlying the Orders; (3) updating the Order status; (4) communicating with Careem; (5) reporting erroneous Orders; and/or (6) any other use that may be prescribed in writing by Careem in this regard;
- (b) Careem’s terms and conditions relating to Devices shall apply to any Device provided by Careem to the Restaurant;
- (c) The Restaurant undertakes to use the Device in compliance with the instructions for use that may be issued by Careem in this regard;
- (d) On the delivery of the Device by Careem to the Restaurant, the Restaurant will be required to acknowledge the receipt of the Device in writing by executing an Asset Handover Form in the format annexed to the Agreement, and the cost of the Device will be charged to the Restaurant pursuant to the terms of the Enrollment Form;
- (e) Careem grants a limited, non-exclusive, non-transferable, royalty free license to the Restaurant for the use of the Device solely until the termination of this Agreement;
- (f) The Restaurant undertakes to and shall use the Device only for the purposes prescribed under this Agreement and that the Restaurant should not violate the intellectual property rights of Careem over and in respect of the Device at any point in time;
- (g) The Restaurant undertakes to return the Device along with the accessories (in a full working condition) to Careem immediately upon the termination of this Agreement or when requested by Careem;
- (h) The Device will be collected by Careem from the Restaurant at the sole expense of Careem;
- (i) The Restaurant acknowledges and agrees that any failure on part of the Restaurant in returning the Device (whenever requisitioned by Careem or on the termination of this Agreement) will render the Restaurant liable to pay for such unreturned Device including for an appropriate action under the Applicable Laws; and
- (j) The Restaurant acknowledges and agrees that Careem is not the manufacturer of the Device provided hereunder; therefore, Careem cannot provide any warranties or guarantees vis-à-vis the quality, Restaurant ability, durability of the Device. The Restaurant acknowledges using the Device keeping the aforementioned information in mind.
- Charges, Payments and Commission
- Careem will display on the Careem Platform the menu and price list for all Restaurants. Careem shall endeavour to update price lists within 48 hours of being notified of changes (in writing) by a Restaurant but shall not be liable in any way for a failure do to do. Where the Restaurant has a unilateral right to access Restaurant admin panel or URL link (subject to Careem’s consent in this regard) to edit and update the Information which is displayed on the Careem Platform by Careem, the Restaurant should ensure that it (a) keeps such information true, accurate and updated at all times; and (b) complies with Careem’s internal terms and conditions of use in this regard.
- The Restaurant acknowledges and agrees that while Careem will use its reasonable efforts to ensure that the Careem Platform is not misused by Customers for the placement of wrong Orders, it is the ultimate responsibility of the Restaurant to determine whether an Order is wrong or not. In the event of a wrong Order, the Restaurant undertakes to report such a wrong Order to Careem through the Device or call Careem for Careem’s action and investigation. In this regard, Careem provides a built-in feature(s) in the Restaurant Application that will allow the Restaurant to report wrong Orders.
- Careem may perform a variety of marketing activities to promote the Restaurant and the Restaurant’s Menu; provided, however, that all such marketing activities will be determined in Careem’s sole and absolute discretion and the Careem Platform may be modified or updated, without notice and from time to time, to reflect any such changes.
- The Restaurant acknowledges and agrees that the Careem Platform will provide the following payment mechanisms to Customers for the payment of the Order Value: (a) Cash on delivery; (b) Electronic Payment Mechanism; and (c) Redemption of vouchers and/or discount promotion (if any) approved by Careem.
- In the event the Restaurant or its employees damages or loses the Device or any of its accessories during the subsistence of this Agreement, Careem shall replace the same at additional cost to the Restaurant, which will be AED 900 in case of damage to the Device; and any damage to the accessories provided by Careem to the Restaurant, the Restaurant will be charged at actual cost for the same.
- Each of the Parties shall pay to the other Party any amounts owed by it to the other Party on a weekly basis. Restaurant agrees that Careem shall be entitled to set-off any amounts Restaurant owes to Careem hereunder (including the Commission Percentage) from such weekly payments it pays to Restaurant. Restaurant will be responsible for any taxes or charges payable on the Goods.
- The Restaurant acknowledges and agrees that Careem will provide the Restaurant with a monthly statement within a period of 7 (seven) business days from the last day of each month setting forth all of the Orders during such month and any amounts due to Careem in respect of Orders (including the Commission Percentage) and any amounts due to Customer in respect of Orders. Such statements will be sent to the Restaurant by email specified in the Enrollment Form.
- The Parties acknowledge and agree that the accumulated average restaurant rating is entirely under the control of the Customers and that it is calculated using the ratings which are given by the Customer in respect of each Order which is placed by such Customer with a particular Restaurant on the Careem Platform.
- The Restaurant acknowledges and agrees that Careem reserves the right to review and modify the foregoing restaurant rating system and the Commission Percentage periodically and that Careem’s decision in this regard shall be final and binding on the Restaurant.
- Restricted Activities
- The Restaurant must meet all of the following requirements when it receives an online payment Order:
- Ensure that it does not receive any additional payment from a Customer (including but not limited to payment by cash) when payment has been made online by a Customer; and
- Follow all special instructions contained on the Order receipt or as communicated by Service Operator.
- If the Restaurant has not complied with the delivery instructions (as set forth in an Order receipt) or has supplied poor quality or inaccurate Goods to the Customer in the opinion of Careem or has not delivered the Goods to the Customer professionally and on time or in accordance with the terms and conditions of this Agreement in the opinion of Careem, whereby Careem has (pursuant to the Customer’s complaint) refunded the Order Value to the Customer (“Problem Order”), the Restaurant acknowledges and agrees that the Restaurant will not be paid for such Problem Order and that if the Restaurant has already received the Order Value from Careem in respect of such Problem Order (subject to the appropriate reductions under Clause 10), Careem will have a right to deduct or offset such amount from or against any monies that are owed by Careem to the Restaurant from time to time under this Agreement.
- Restaurant shall disclose all relevant details pertaining to Problem Order(s) to Careem upon becoming aware of the same.
- The Restaurant agrees that it will treat all information concerning this Agreement and the Enrollment Form (including their respective terms), Careem, its Group, the Careem Platform and all information concerning Customers which has been provided to it pursuant to the terms of this Agreement as confidential information (“Confidential Information”) and will not, except as provided in this Agreement, disclose, use or permit the disclosure or use of such information to any third party. The Restaurant 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 Restaurant 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 Restaurant. The restrictions referred to in this Clause will not apply to any Confidential Information to the extent that such information: (a) is already known to the Restaurant, (b) is in or comes into the public domain otherwise than as a result of any breach of this Agreement or (c) is required to be disclosed by law.
- Restaurant shall Process any Personal Information received from Careem or any Customer in accordance with Applicable Law and only for the purposes of discharging its obligations under this Agreement. For the purposes of this Clause, the following definitions shall apply: (a) “Personal Information” means any information relating to an identified or identifiable person who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to his physical, physiological, mental, economic, cultural or social identity, and (b) “Process” means to collect, hold, use, transfer, destroy and otherwise deal in any with Personal Information.
- Disclaimers; Limitation of Liability; Indemnity
THE CAREEM PLATFORM AND THE RESTAURANT APPLICATION IS PROVIDED “AS IS” AND “AS AVAILABLE.” CAREEM AND ITS AFFILIATES DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, NOT EXPRESSLY SET OUT IN THIS AGREEMENT, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, CAREEM AND ITS AFFILIATES MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE CAREEM PLATFORM OR OF THE RESTAURANT APPLICATION OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE CAREEM PLATFORM OR THE RESTAURANT APPLICATION, OR THAT THE CAREEM PLATFORM OR RESTAURANT APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE. NEITHER CAREEM NOR ITS AFFILIATES GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF CUSTOMERS. THE RESTAURANT AGREES THAT THE ENTIRE RISK ARISING OUT OF THE RESTAURANT’S USE OF THE CAREEM PLATFORM AND RESTAURANT APPLICATION, AND ANY SERVICE OR GOOD REQUESTED OR PROVIDED IN CONNECTION THEREWITH, REMAINS SOLELY WITH THE RESTAURANT, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
- LIMITATION OF LIABILITY
THE RESTAURANT UNDERSTANDS AND ACCEPTS THAT CAREEM DOES NOT PROVIDE TRANSPORTATION, FOOD DELIVERY OR LOGISTICS SERVICES OR FUNCTION AS A TRANSPORTATION OR GOODS CARRIER AND THAT ALL SUCH TRANSPORTATION, FOOD DELIVERY OR LOGISTICS SERVICES ARE PROVIDED BY THE RESTAURANT OR INDEPENDENT THIRD PARTY CONTRACTORS WHO ARE NOT EMPLOYED BY CAREEM OR ANY OF ITS AFFILIATES. CAREEM’S LIABILITY FOR ANY LOSS SUFFERED BY THE RESTAURANT ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED TEN THOUSAND AED (AED 10,000). THE RESTAURANT AGREES THAT CAREEM HAS NO RESPONSIBILITY OR LIABILITY TO THE RESTAURANT RELATED TO ANY DELIVERY SERVICES PROVIDED BY THE RESTAURANT TO CUSTOMERS OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT.
The Restaurant agrees to indemnify and hold Careem, its Affiliates and their officers, directors, employees and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees) arising out of or in connection with: (a) the Restaurant’s use of the Careem Platform and Restaurant Application and the sale of Goods obtained through the Restaurant’s use of the Careem Platform and the Restaurant Application and any delivery services provided by the Restaurant; (b) the Restaurant’s breach or violation of this Agreement or (c) the Restaurant’s violation of the rights of any third party, including Customers
9.4 Indirect Damages
Careem will not be liable to the Restaurant for any indirect or consequential losses (including loss of profit, opportunity and goodwill).
- Choice of Law and Dispute Resolution
10.1 Choice of Law.
This Agreement is governed by and construed in accordance with the laws of the jurisdiction in which the relevant Affiliate is incorporated, without giving effect to any conflict of law principles, except as may be otherwise provided in supplemental terms applicable to your region.
You agree that any dispute, claim or controversy arising out of or relating to this Agreement or the Enrollment Form or the breach, termination, enforcement, interpretation or validity thereof or the use of the Careem Platform or the Restaurant Application or the Services (collectively, “Disputes”) will be settled by binding arbitration between you and any relevant Affiliate in your jurisdiction, or between you and Careem Networks FZ-LLC 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 Careem 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 “Arbitration” section and the “Arbitration Process and Rules” section will be deemed void. Except as provided in the preceding sentence, this “Arbitration” section and the “Arbitration Process and Rules” section will survive any termination of this Agreement. This “Arbitration” section and the “Arbitration Process and Rules” section applies to all Disputes between you and Careem and/or any of its Affiliates.
10.3 Arbitration Process and Rules.
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.
- Other Provisions
11.1 Upon Expiry or Termination
In the event that this Agreement expires or is terminated for any reason, Restaurant will no longer be entitled to access and/or use the Careem Platform and the Restaurant Application and Restaurant shall return all Confidential Information it has received from Careem hereunder.
11.2 Claims of Copyright Infringement.
Claims of copyright infringement should be sent to Careem at email@example.com.
Careem may give notice by means of a general notice on the Careem Platform, electronic mail to your email address in the Restaurant Account, or by written communication sent to your address as set forth in the Enrollment Form. The Restaurant may give notice to Careem by written communication to Careem’s email address at firstname.lastname@example.org for any matter and will give 5 calendar days’ written notice with respect to terminating its use of the Careem Platform and the Restaurant Application.
The Restaurant may not assign or transfer its rights under this Agreement in whole or in part without Careem’s prior written approval. 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.
No joint venture, partnership, employment or agency relationship exists between the Restaurant, Careem, its Affiliates or any Customer as a result of the contract between the Restaurant and Careem or use of the Careem Platform or the Restaurant Application. Careem and the Restaurant are and shall remain independent parties. Neither party shall have, or represent itself to have, any authority to bind the other party or act on its behalf.
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. The Enrollment Form shall constitute an integral part of this Agreement. This Agreement, together with the Enrollment Form, 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.