SUPPLY AGREEMENT
This Loyalty and Supply Agreement (the “Agreement”) is made on ________________________ (hereafter referred to as the “Effective Date”).
BETWEEN:
Metamorphosis FZ LLC, a Free Zone Limited Liability Company, registered with Tecom under registration number 92648, with its address at Business Centre, Sharjah Publishing City Free Zone, Sharjah, United Arab Emirates (the “Company”)
AND
________________________, a ________________________ registered in ________________________, under registration/license number ________________________, with P.O. Box ________________________, Address: ________________________ (the “Partner”).
Each referred to individually as a “Party” and collectively as “Parties”.
Whereas,
- The Company owns and operates the website www.zeendeal.com (“Website”) and the ZeenDeal Customer Application (“Customer App”) on which it advertises discounted offer vouchers for third party products and services to Website and App visitors (“Customers”);
- The Partner is in the business of providing ________________________ services and would like to advertise itself on the Website and Customer App to Customers;
- The Parties set out the terms on which the Partner will avail itself of the Company’s Website services under this Agreement;
This Agreement witnesses as follows:
1. Services
1.1 The Partner shall provide the Company with details of the discounted offer that the Partner wishes to advertise on the Website and Customer App as required under Annexure 1 (the “Offer”), including price, discounts and validity period (the “Offer Period”).
1.2 The Company shall advertise the Offer on the Website and Customer App during the Offer Period and issue vouchers to Customers purchasing the Offer (collectively the “Services”).
1.3 Voucher Issuance & Paperless Redemption:
a. Digital Vouchers: The Company issues paperless electronic/PDF vouchers to Customers upon purchasing an Offer via the ZeenDeal Website or Customer App.
b. Paperless Redemption: The Partner agrees to accept and verify paperless vouchers presented by Customers using the ZeenDeal Merchant Application or Partner Dashboard (“Merchant App”).
1.4 The Company shall retain a platform service fee/commission of 10% of voucher sales ("Hold Back") for providing services and protection of Company and Customer.
1.5 The Company shall use all reasonable endeavors to sell Offer coupons via its Website and Customer App.
1.6 The Company’s liability under this Agreement is limited to payment of the Partner’s net share of purchased vouchers. The Company excludes all liability for:
a. loss of revenue;
b. loss of actual or anticipated profits;
c. loss of business; and
d. indirect or consequential losses.
2. Partner’s Obligations
2.1 The Partner shall provide the Company with necessary logo, artwork, and media material ("Partner Material").
2.2 The Partner grants the Company a royalty-free license to use Partner Material for marketing and services. In case the Partner fails to provide the Partner Material, the Company has the right to use publicly available material in order to provide the Services to the Partner. The Company shall not be liable for any loss suffered by the Partner as a result of the Company’s use of publicly available material.
2.3 The Partner undertakes to provide the goods or services advertised in the Offer to Customers with utmost professionalism and courtesy as it would to a full paying direct customer.
2.4 The Partner warrants that it is duly licensed and authorized to provide the advertised goods or services.
2.5 The Partner is not entitled to change the deal to less favorable terms or cancel within 72 hours prior to confirmed launch date.
2.6 The Partner shall accept paperless redemption of coupons through the ZeenDeal Merchant Application / Partner Dashboard (“Merchant App”).
2.7 The Partner shall indemnify the Company in relation to any losses that the Company may suffer as a result of the Partner’s act or omission under this Agreement, including any losses that the Company may suffer in the event that the Company refunds a Customer the amount paid in relation to the Offer.
2.8 Where the Partner fails to deliver the subject matter of the Offer as set out herein, and the Company deems it necessary to refund the Customer the amount paid in relation to the Offer, the Company will deduct the refunded amount from the Hold Back amount. Should the total refund amount be greater than the Hold Back amount, the Partner will transfer to the Company or provide a cheque to the Company for this amount (“Company Chargeback”) within 7 business days of notice provided by the Company. “Business day” means Sunday to Thursday inclusive, but excluding any public holidays in the UAE.
3. Terms of Payment
3.1 The Company pays to the Partner on the 25th of each month, 100% of the Partner’s share of purchased vouchers (net of 10% commission) for redemptions/purchases recorded till the 10th of the same month.
3.2 Payments shall be transferred via bank transfer to the account specified in Annexure 1 or registered in the Merchant Portal.
3.3 The Hold Back amount will be returned to the Partner within seven (7) business days of the expiration of the validity of the Offer or at such time that all Customers have availed the Offer, minus any approved Customer refunds.
3.4 The Partner shall pay any additional charges that apply to the implementation of this Agreement, including applicable bank transfer charges, government related administration costs, and legal costs.
4. Exclusivity & Miscellaneous
4.1 Exclusivity: The Partner agrees not to advertise identical discount offers on competing group discount websites during the active contract period ("Exclusivity Period").
4.2 Governing Law: This Agreement is governed by and construed in accordance with the laws of Dubai and the federal laws of the United Arab Emirates.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives on the day and year first above written.
By a duly authorized representative of:
Office 1309, DSC Tower, Dubai Studio City, UAE
Name: Metamorphosis Operations
Title: Partner Manager
Signature: Digitally Executed & Verified
Date: ________________________
By a duly authorized representative of:
P.O. Box: ________________________
Name: ________________________
Title: ________________________
Email: ________________________
Phone: ________________________
Signature: ________________________
Date: ________________________
ANNEX 1 - COMMERCIAL & PARTNER DETAILS
| Services Sold by the Business Partner on ZeenDeal | ________________________ services provided by ________________________ |
| Company’s Platform Commission | 10% of total revenue on the deal |
| Contract Validity Period | Contract valid from ________________________ (Ongoing active partnership) |
| Company’s Point of Contact | Name: Metamorphosis / ZeenDeal Merchant Support E-mail: support@zeendeal.com Website: www.zeendeal.com Address: Business Centre, Sharjah Publishing City Free Zone, Sharjah, United Arab Emirates |
| Partner Profile & Contact | Business Name: ________________________ Registration / License: ________________________ Authorized Person: ________________________ E-mail: ________________________ Mobile: ________________________ Address: ________________________ City & Country: ________________________ |
| Terms & Conditions | Standard ZeenDeal Merchant Terms & Conditions apply. The Merchant agrees to honor all valid vouchers issued via the ZeenDeal platform. |
| Cancellation Policy | Standard ZeenDeal Cancellation Policy applies. |
| Partner Banking Details | Payee Name: ________________________ Bank Name: ________________________ Bank Branch: ________________________ IBAN: ________________________ SWIFT: ________________________ |