1. Purpose
The Platform operates an online marketplace designed to facilitate connections between service receivers and qualified service providers. The Service Provider desires to be listed on the Platform and to receive work opportunities and client referrals from service receivers through the Platform. In consideration for such referrals, the Service Provider agrees to pay the Platform a referral fee as detailed in this Terms.
2. Referral Fee
2.1. Fee Structure
For every work engagement or project secured by the Service Provider that originated from a service receiver referred through the Platform, the Service Provider shall pay the Platform a referral fee. This fee shall be equal to 5% (FIVE) of the total value of the invoice raised by the Service Provider to the respective service receiver for that specific work or project.
2.2. Billing and Payment Terms
The referral fee obligation shall arise and become due and payable by the Service Provider to the Platform at the time the Service Provider raises an invoice to the service receiver for work obtained through the Platform.
The Service Provider shall remit the full referral fee amount to the Platform within thirty (30) days from the date of the Service Provider's invoice to the service receiver.
The platform does not assume any liability or responsibility for default or non-payment or any sort of dispute between the service provider and the service requestors. The service providers liability to pay the referral fee to the platform is not dependent on them receiving payment from the service requestor/ founder for the services rendered.
2.3. Reporting and Verification
The Service Provider agrees to provide/ upload on the Platform with accurate and timely copies of all invoices issued to service receivers for work obtained through the Platform. These copies shall be provided within [e.g., "one (1) day"] of their issuance. The Platform reserves the right to request and review the Service Provider's records pertaining to work obtained via the Platform to ensure the accurate calculation and payment of all due referral fees.
3. Platform's Responsibilities
The Platform undertakes to:
Maintain the Service Provider's profile and service listings on the online marketplace subject to terms referred in section 6.
Utilize commercially reasonable efforts to facilitate introductions and connect the Service Provider with potential service receivers.
Ensure the general functionality, accessibility, and maintenance of the online platform.
4. Service Provider's Responsibilities
The Service Provider undertakes to:
Keep their Platform profile and service offerings accurate, complete, and current.
Execute all services obtained through the Platform with professional diligence, competence, and in full compliance with all applicable laws, regulations, and recognized industry standards.
Promptly and fully pay all referral fees owed to the Platform in strict adherence to the payment terms stipulated in this Terms.
Immediately notify the Platform upon entering into any agreement or engagement with a service receiver initially referred by the Platform.
5. Confidentiality
Both Parties acknowledge and agree to maintain strict confidentiality regarding all non-public information disclosed or exchanged during the term of this Terms, including, but not limited to, business strategies, operational procedures, customer lists, and financial data.
6. Term and Termination
6.1. Term
This Terms shall commence on the Effective Date and shall remain in full force and effect until terminated by either Party in accordance with the provisions outlined herein.
6.2. Termination by Either Party
The Service Provider may terminate this Terms without cause by providing [e.g., "thirty (30) days'"] prior written notice to the other Party. During this period, the service provider shall not undertake any new tasks/ assignments/ service requests from the service requestors/ founders and complete all the tasks/ assignments/ service requests which are open/ pending to be completed.
The Platform can terminate this terms at anytime without any notice or any damager or compensation. The platform does not assume any liability or responsibility for default or non-payment or any sort of dispute between the service provider and the service requestors.
6.3. Termination for Cause
The Platform reserves the right to terminate this Terms immediately upon written notice to the Service Provider if the Service Provider:
Fails to pay any referral fee due to the Platform within the stipulated thirty (30) day payment term outlined in Section 2.2.
Commits any other material breach of this Terms and fails to remedy such breach within [e.g., "three (3) days"] of receiving written notice (via platform or email) from the Platform or comments received from the service requestors or Founders.
Engages in any conduct that, in the Platform's reasonable discretion, is detrimental to the reputation, integrity, or goodwill of the Platform or its users.
Tries to provide services outside the platform to the service requestor after being introduced to the service requestor over the platform.
6.4. Effect of Termination
Upon the termination of this Terms for any reason:
The Service Provider shall immediately cease all representations of being associated with or referred by the Platform.
All outstanding referral fees owed by the Service Provider to the Platform, including for work obtained prior to termination but invoiced thereafter, shall become immediately due and payable.
Sections 2 (Referral Fee), 5 (Confidentiality), 7 (Indemnification), 8 (Limitation of Liability), 10 (Governing Law and Dispute Resolution), and 14 (Severability) shall survive the termination of this Terms.
7. Indemnification
The Service Provider agrees to indemnify, defend, and hold harmless the Platform, its affiliates, directors, officers, employees, and agents from and against any and all claims, demands, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in any way connected with: (a) the provision of services by the Service Provider to service receivers; (b) any breach by the Service Provider of any term or condition of this terms; or (c) any act or omission by the Service Provider in connection with its engagement with service receivers referred by the Platform.
8. Limitation of Liability
In no event shall the Platform be liable for any indirect, incidental, special, consequential, or punitive damages, including, but not limited to, loss of profits, data, or goodwill, arising out of or in connection with this Terms or the use of the Platform, even if the Platform has been advised of the possibility of such damages. The Platform's total cumulative liability to the Service Provider under this Terms for any cause whatsoever, and regardless of the form of action, will at all times be limited to the total amount of referral fees actually paid by the Service Provider to the Platform towards the specific service request over which a dispute or any other claim has risen.
9. Independent Contractor
The Parties expressly acknowledge and agree that the Service Provider is an independent contractor and is not an employee, agent, joint venturer, or partner of the Platform. The Service Provider shall be solely responsible for all taxes, insurance, licenses, and other liabilities associated with its business operations and its performance of services. The platform will collect taxes on the invoices as per the local governing law and remit to the respective authorities.
10. Governing Law and Dispute Resolution
This Terms shall be governed by and construed in accordance with the laws of [The United Arab Emirates].
11. Entirity
This Terms constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
12. Amendments
No amendment, modification, or waiver of any provision of this Terms shall be effective unless it is in writing and signed by duly authorized representatives of both Parties.
13. Notices
All notices and communications required or permitted under this Terms shall be in writing and shall be deemed to have been duly given when delivered personally, sent by reputable overnight courier, or by email with confirmation of receipt, to the addresses set forth at the beginning of this Terms or to such other address as a Party may designate by written notice to the other Party.
14. Severability
If any provision of this Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed from this Terms, and the remaining provisions shall continue in full force and effect as if the invalid, illegal, or unenforceable provision had never been part of this Terms.