WELLNESS VENDOR SERVICE & MERCHANDISE PROVIDER AGREEMENT

 

 

THIS AGREEMENT between WOWINC TRADING LLC Limited Liability Company, with an address at Building E, Office 0551, Business Park, Dubai World Central, Dubai, UAE, P.O Box 643744 owners of Wellness Adviser Platform, hereinafter referred to as “Wellness Advisers” and

 

 

You: (as per the details and documents upload by you) hereafter refer as “WELLNESS VENDOR.”

 

WITNESSETH

 

WHEREAS, it is a wellness service & merchandises business; and

 

WHEREAS, Wellness Advisers establishes relationships with WELLNESS VENDORs of all types of service & merchandises, which can provide first class service & merchandise to Wellness Adviser’s Buyers, hereinafter referred to as “Buyer”; and

 

WHEREAS, WELLNESS VENDOR is in the business of Wellness Service & merchandise desired by our Buyers such as but not limited to Wellness, SPA, Beauty and healthcare service & merchandises; and

 

WHEREAS, WELLNESS VENDOR is desirous of contracting with Wellness Adviser to become and remain a part of Wellness Advisers’ preferred WELLNESS VENDOR list; and

 

WHEREAS, Wellness Adviser is desirous of contracting for WELLNESS VENDOR’s service & merchandises:

 

WHEREAS, Subject to the terms and conditions of this Agreement, the WELLNESS VENDOR shall operate as a non-exclusive distributor of Wellness Advisers.

NOW, THEREFORE, in consideration of the business opportunities provided to WELLNESS VENDOR by being on Wellness Adviser’s preferred WELLNESS VENDOR list, as described herein in further detail, and in further consideration of the promises, covenants, and agreements herein contained, it is hereby agreed by and between the parties hereto as follows:

 

1. SERVICE & MERCHANDISES TO BE PERFORMED BY WELLNESS VENDOR:

1.1. WELLNESS VENDOR shall provide such service & merchandises to Buyers as are usually provided by WELLNESS VENDOR in its business and will provide such service & merchandises upon request by Wellness Adviser.

 

1.2 WELLNESS VENDOR agrees to provide exemplary service & merchandise, with Buyer’s complete satisfaction being the ultimate goal. WELLNESS VENDOR’s exemplary service & merchandise will be measured, among other factors, by Buyer’s satisfaction, and WELLNESS VENDOR’s ability to work with Wellness Advisers. WELLNESS VENDOR agrees to provide service & merchandise to all of Wellness Adviser’s Buyers without prejudice. 2. WELLNESS VENDOR RATES: WELLNESS VENDOR agrees to bill Wellness Adviser’s Buyers at the rates agreed upon and set forth on Schedule A attached hereto. Wellness Advisers acknowledges that from time to time WELLNESS VENDOR may wish to raise its rates. However, WELLNESS VENDOR agrees that it cannot collect any charges above and beyond the fees set forth in Schedule A, unless it gives at least thirty (30) days prior written notice to Wellness Advisers and such changes are approved by Wellness Advisers, in writing.

 

1. 3 If WELLNESS VENDOR is requested to provide additional service & merchandises to Buyer which are not listed on Schedule A, WELLNESS VENDOR must first provide Concierge with a written estimate of service & merchandises to be performed and WELLNESS VENDOR’s fees therefor. Said estimate must be approved, in writing, prior to the rendering of such service & merchandises. Failure to obtain written approval for additional service & merchandises not listed on Schedule A will result in WELLNESS VENDOR’s inability to collect fees from either Wellness Advisers or Buyer for service & merchandises rendered in violation of this paragraph.

 

2. WELLNESS VENDOR COMPENSATION:

 

Wellness Advisers will remit payment to WELLNESS VENDOR within five (5) days of receipt by WELLNESS VENDOR of payment by the Buyer for service & merchandises rendered by WELLNESS VENDOR. In the case of using Trade Safe  service, either bu the buyer or by the vendor, Wellness Advisers will not be responsible for payment for WELLNESS VENDOR’s service & merchandises until customer is fully satisfied and until Customer has made payment for said service & merchandises to Wellness Advisers. The Buyer’s satisfaction is based on the quality of the wellness service & merchandises. WELLNESS VENDOR’s compensation will be for the service & merchandises rendered, minus any referral fees as set forth herein for the use of Trade Safe .

 

3. ADDITIONAL SERVICE & MERCHANDISES AND FAILURE TO PERFORM:

 

WELLNESS VENDOR agrees to be solely responsible for additional service & merchandises needed to satisfy the customer, if the service & merchandises provided by WELLNESS VENDOR were not originally provided to customer’s satisfaction. WELLNESS VENDOR acknowledges that its failure to perform as contracted, whether due to quality of service & merchandise, timely service & merchandise, or other failure to perform may severely impact Wellness Advisers’s business. Accordingly, any failure of WELLNESS VENDOR to perform its service & merchandises in a timely manner, or at the required location, pursuant to its contracts, or in the exemplary quality it has promised herein, will result in providing the same service & merchandise free of charge with the next request. This provision in no way limits Wellness Advisers’s ability to terminate this Contract as set forth herein.

 

4 General Terms:

 

4.1. For the term of this Agreement, Parties have agreed that the Service & merchandise shall be made available by WELLNESS VENDOR to the Affiliate as set out in Affiliate Partner Registration Form (i.e. Link, or Micro Site) and on the website(s) as set out in Affiliate Partner Registration Form (i.e. the Affiliate Website(s)).

4.2. When a selection is made by a buyer on or through the WELLNESS VENDOR Websites through the System, and after processing Wellness Advisers shall be solely responsible for the transmit of the relevant selection details from the visitor who completed a selection for wellness service & merchandise (e.g. the date of selection, service & merchandises, and service & merchandise rate, project name and address) and (sending of) the subsequent (email) confirmation to the Buyer.

4.3. The Service & merchandise shall include customer service & merchandises to and for the benefit of the Buyers. The WELLNESS VENDOR shall promptly refer and/or forward all customer service & merchandise related issues and questions in respect of the Service & merchandise, (the consummation of) the selection (including any amendment or cancellation of the selection), the WELLNESS VENDOR and all other relevant (payment) issues, complaints and questions directly to (the customer service & merchandise center of Wellness Advisers and not provide any further service & merchandises in this respect in the case of using Trade Safe  service by wellness adviser.

 

 

5. CONCIERGE TRADE SAFE  FEE (OPTIONAL):

 

WELLNESS VENDOR agrees to pay Wellness Advisers a fee for Trade Safe  WELLNESS VENDOR to Buyers. This fee (hereinafter “Trade Safe  fee”) shall be deducted from the final payment to be made to WELLNESS VENDOR as described herein. The Trade Safe  fee shall be charged at a rate of 15 %. For removal of doubt, the % deduction includes Trade Safe  fee, bank transfer fee and any other associate costs.  THIS FEES PAID ONLY IF THE BUYER OR THE VENDOR REQUESTED TRADE SAFE  SERVICE FROM WELLNESS ADVISER.

 

 

6. ADVERTISING:

 

WELLNESS VENDOR hereby agrees to allow Concierge to utilize WELLNESS VENDOR’s name on Wellness Advisers’s website, pamphlets, or other publications to promote the relationship created herein.

 

 

7. REPRESENTATIONS AND WARRANTIES

7.1     WELLNESS VENDOR warranties

The WELLNESS VENDOR hereby represents and warrants to WELLNESS ADVISERS that for the term of this Agreement:

(i)      the WELLNESS VENDOR has all necessary rights, title to, power and authority to own, operate and use the Affiliate Website(s) (including the relevant domain name(s)) and to include the Link, the Micro Site or the Connection (as applicable) on the WELLNESS VENDOR Website(s);

(ii)     the WELLNESS VENDOR Website(s) shall not (a) violate Spamming Regulations, public policy and morals, or (b) contain any inappropriate, improper or unlawful content, reference, material, information, links or banners (e.g. in respect of porn or racism), defamatory statements, elements which violate the privacy of third parties or are abusive, offensive or obscene;

(iii)    the WELLNESS VENDOR holds and has complied with all permits, licenses and other governmental authorizations necessary for conducting, carrying out and continuing its operations and business, and

(iv)    the WELLNESS VENDOR is an independent contractor for all purposes, and will be responsible and liable for its own taxes, social contributions and all other tax related matters.

7.2     Parties warranties and undertakings

7.2.1  Each Party represents and warrants to the other Party that for the term of this Agreement:

(i)      it has the full corporate power and authority to enter into and perform its obligations under this Agreement;

(ii)     it has taken all corporate action required by it to authorize the execution and performance of this Agreement;

(iii)    this Agreement constitutes legal valid and binding obligations of that Party in accordance with its terms.

 

8. TERM, TERMINATION AND SUSPENSION

8.1     Term, termination and suspension

8.1.1  Unless agreed otherwise, this Agreement shall commence on the date hereof for indefinite period of time.

8.1.2  Each Party may terminate this Agreement with immediate effect at any time and for any reason, by written notice to the other Party.

8.1.3  Each Party may terminate this Agreement or suspend this Agreement in respect of the other Party, with immediate effect and without a notice of default being required in case of:

(a)     a material breach by the other Party of any term of this Agreement;

(b)     bankruptcy or suspension of payment in respect of the other Party, or

(c)     a change of Control in respect of the other Party.

8.1.4  This Agreement will terminate automatically in the case that no Materialized Transactions are effected in a period of 12 consecutive months.

8.1.5  Upon termination of this Agreement WELLNESS ADVISEERS shall continue to pay to the WELLNESS VENDOR any outstanding payment in accordance with this Agreement for a period of 12 months after the termination date, on the condition that WELLNESS ADVISERS has the correct contact and banking details for the WELLNESS VENDOR during that period. Should the Affiliate fail to claim any unpaid Payments within that 12 month period, such failure shall constitute an effective waiver of the WELLNESS VENDOR’s right to claim such Commission.

9. DISPUTES:

 

Any controversy or claim arising out of, or relating to, this Agreement, or the breach thereof, will initially be mediated by a mediator mutually agreed upon by the parties. In the event that the parties cannot mutually agree upon a mediator, or if the mediation is unsuccessful, the controversy or claim shall then be submitted to binding arbitration in accordance with the Rules of the Dubai Chamber of Commerce, and judgment upon the award of the Arbitrator may be entered in any Court having jurisdiction thereof. The fees of the mediator and/or the arbitrator shall be equally paid by the parties hereto.

 

10. INDEPENDENT CONTRACTOR:

 

Both Wellness Advisers and WELLNESS VENDOR agree that the relationship created by this Agreement is that of Independent Contractor, and not that of employee and employer, and shall not be construed otherwise. WELLNESS VENDOR shall furnish duly qualified persons to provide the service & merchandises under this Agreement, which persons shall at all times be either employees or subcontractors of WELLNESS VENDOR, and not employees of Wellness Advisers. Wellness Advisers is not responsible for deducting, and shall not deduct, from payments to WELLNESS VENDOR any amounts for withholding tax or other similar items relating to WELLNESS VENDOR or WELLNESS VENDOR’s employees. WELLNESS VENDOR shall be solely responsible for deducting and paying such items.

 

11. NON-LIABILITY:

 

WELLNESS ADVISERS SHALL NOT BE HELD LIABLE OR RESPONSIBLE FOR ANY PORTION OF WELLNESS VENDOR’S SERVICE & MERCHANDISES TO WELLNESS ADVISERS’S BUYERS. WELLNESS ADVISERS MAKES NO WARRANTY, OR GUARRANTY, NEITHER EXPLICIT NOR IMPLIED, THAT ANY OF WELLNESS ADVISERS’S BUYERS WILL MAKE PAYMENT FOR SERVICE & MERCHANDISES RENDERED BY WELLNESS VENDOR. WELLNESS ADVISERS WILL NOT BE RESPONSIBLE TO MAKE PAYMENT TO WELLNESS VENDOR FOR SERVICE & MERCHANDISES RENDERED UNTIL WELLNESS VENDOR HAS COMPLETED ITS SERVICE & MERCHANDISES AS DESCRIBED HEREIN AND UPON PAYMENT FOR THOSE SERVICE & MERCHANDISES FROM BUYER.

 

12. LIMITATION OF LIABILITY: THE LIABILITY OF THE WELLNESS ADVISERS, IF ANY, AS A RESULT OF THIS CONTRACT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL CHARGES BILLED BY WELLNESS VENDOR TO WELLNESS ADVISERS DURING THE PERIOD OF ONE (1) YEAR FROM THE DATE OF THIS CONTRACT. THE WELLNESS ADVISERS WILL NOT BE LIABLE FOR DAMAGES WHICH ARE INCIDENTAL OR CONSEQUENTIAL DAMAGES EVEN IF THE WELLNESS ADVISERS HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. SUCH DAMAGES INCLUDE, BUT MAY NOT BE LIMITED TO, SUCH ITEMS AS LOSS OF PROFITS. ALL CLAIMS OF ANY TYPE BY WELLNESS VENDOR AGAINST WELLNESS ADVISERS MUST BE BROUGHT WITHIN ONE (1) YEAR OF OCCURRENCE OR BE FOREVER BARRED. THE REMEDIES EXPRESSED IN THIS CONTRACT ARE THE SOLE AND EXCLUSIVE REMEDIES AVAILABLE.

 

13.       CONFIDENTIALITY

 

13.1     Confidential Information

 

Parties understand and agree that in the performance of this Agreement, each Party may have access to or may be exposed to, directly or indirectly, confidential information of the other party (the "Confidential Information"). Confidential Information includes Customer Data, transaction volume, marketing and business plans, business, financial, technical and operational information, usage statistics, ranking data, information in respect of rate, product and availability parity, pricing policies, conversion data and volume of click-troughs, and other related statistics, personal data of Guests, any software or information regarding software provided or used by WELLNESS ADVISERS in connection with this Agreement, the terms of this Agreement and such other non-public information that either a disclosing party designates as being private or confidential or of which a receiving party should reasonably know that it should be treated as private and confidential.

 

13.2     Protect and safeguard Confidential Information

 

Each Party agrees that: (a) all Confidential Information shall remain the exclusive property of the disclosing party and receiving party shall not use any Confidential Information for any purpose except in furtherance of this Agreement, (b) it shall maintain, and shall use prudent methods to cause its employees, officers, representatives, contracting parties and agents (the "Permitted Persons") to maintain, the confidentiality and secrecy of the Confidential Information, (c) it shall disclose Confidential Information only to those Permitted Persons and who need to know such information in furtherance of this Agreement, (d) it shall not, and shall use prudent methods to ensure that Permitted Persons do not (i) copy, publish, transmit, reproduce, divulge, disclose or make the Confidential Information available to any third party, or (ii) use or store it in an unprotected retrieval system or data base (other than pursuant to the terms hereof), and (e) it shall return or destroy all ((hard and soft) copies of) Confidential Information upon written request of the other Party.

 

13.3     Permitted disclosure

 

Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it (i) is or becomes part of the public domain through no act or omission on the part of the receiving party, (ii) was possessed by the receiving party prior to the date of this Agreement, (iii) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto, or (iv) is required to be disclosed pursuant to law, court order, subpoena or governmental authority.

 

13.4     Customer Data

 

The Parties shall use commercially reasonable efforts to safeguard the confidentiality and privacy of Customer Data and to protect it from unauthorized use or release.

 

14. NON-COMPETITION AGREEMENT:

 

WELLNESS VENDOR hereby agrees to utilize Wellness Advisers for all Buyers referred to WELLNESS VENDOR by Wellness Advisers, in perpetuity. WELLNESS VENDOR agrees not to independently negotiate with Buyers without the prior written consent of WELLNESS ADVISERS with other websites or portals. WELLNESS VENDOR further agrees not to establish any service & merchandise similar to that run by WELLNESS ADVISERS, or to engage in a relationship with any other company similar to that run by Wellness Advisers without written permission of Wellness Advisers.

 

 

 

 

15. BUSINESS HOURS:

 

WELLNESS ADVISERS is available 9-6 pm, Sunday-Thursday. WELLNESS ADVISERS and its personnel can be reached by telephone at +971 4 311 6609 or by facsimile at help@wellness-adviser.com or on the portal twenty four hours a day whole year.

 

16. NOTICES:

 

All notices necessary or desirable to be given hereunder shall be in writing and delivered in person or sent by certified mail or overnight delivery, return receipt requested, or by facsimile, if to Wellness Advisers, addressed at:

 

+971 4 311 6609 or by facsimile at help@wellness-adviser.com

 

WELLNESS VENDOR’s Name:  As uploaded to our portal by WELLNESS VENDOR

 

WELLNESS VENDOR’s Address: As uploaded to our portal by WELLNESS VENDOR

 

or to such other address as is stated in a notice given in compliance herewith. Any notice in accordance with the foregoing shall be deemed to have been given when delivered in person, or by facsimile, or by email, or, if mailed, on the day received or refused by the intended recipient. Notices by facsimile or email will be deemed to have been received on the transmission date unless sent outside of normal business hours, in which case receipt will be deemed to be the next normal business day.

 

17. LEGAL FEES:

 

If either party brings an arbitration proceeding or a law suit in order to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees in addition to any other relief to which that party may be entitled.

 

18. APPLICABLE LAW:

 

The interpretation, construction, and enforcement of this Agreement shall be in accordance with the Law of the United Arab Emirates.

 

19. AMENDMENTS:

 

Any changes or amendments to this Agreement shall be communicate electronically. WELLNESS VENDORs shall approve any amendment to this agreement electronically on the website of Wellness Advisers. 

 

20. PARTIES BOUND:

 

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns.

 

21. ENTIRE AGREEMENT:

 

This instrument embodies the entire agreement between the parties hereto with respect to the transactions contemplated herein, and there have been no agreements, representations or warranties between the parties other than those set forth or provided for herein.

 

22. Disclaimer

 

22.1.    Except as otherwise expressly provided in this Agreement, neither Party makes any representation or warranty, express or implied, in connection with the subject matter of this Agreement and hereby disclaims any and all implied warranties, including all implied warranties of merchantability or fitness for a particular purpose regarding such subject matter. Wellness Advisers provides the Service & merchandise on an "as is" and "as available" basis.

 

22.2.    Each Party acknowledges the difficulties inherent to the use of the Internet, in particular, varying speeds and congestion in the network can cause interruptions and difficulties in accessing a Website. Each Party excludes any and all liability in respect of the other Party which is related to any (temporary (scheduled or unscheduled) and/or partial or wholly) breakdown or downtime (for maintenance, updates or otherwise) of the Websites, the Secured Website, the System and/or the Service & merchandise.

 

23. Partial invalidity

 

If any provision of this Agreement is or becomes invalid or non-binding, the Parties shall remain bound by all other provisions hereof. In that event, the Parties shall replace the invalid or non-binding provision by provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement.

 

24. Translation

 

24.1     The original English version of this Agreement may have been translated into other languages. The translated version of this Agreement is a courtesy and office translation only and the WELLNESS VENDOR cannot derive any rights from the translated version. In the event of a dispute about the contents or interpretation of these terms and conditions of this Agreement or in the event of a conflict, ambiguity, inconsistency or discrepancy between the English version and any other language version of this Agreement, the English language version shall apply and prevail and be conclusive and binding. The English version shall be used in legal proceedings.

 

25. Execution, performance and effect

 

The Agreement only enters into force and effect upon digital confirmation of acceptance and approval of the WELLNESS VENDOR by Wellness Advisers. By registering and signing up to the Wellness Advisers partner programme as affiliate WELLNESS VENDOR, the WELLNESS VENDOR agrees, acknowledges and accepts the terms and conditions of this Agreement.

26. Account Subscription and Fees

26.1. Your wellness-adviser.com account subscription shall be annual and shall be automatically renewable on the same terms and conditions and for similar periods, unless either party provides notice to the other of their intention not to renew at least 30 business days prior to any renewal date.

26.2. You acknowledge and agree that:

26.2.1. annual subscription and other fees charged by Super Massive White Hole DWC-LLC are to compensate us for the services provided by this Website;

26.2.2. any fees quoted by Super Massive White Hole DWC-LLC for your subscription to this Website must be paid in full in advance and are non-refundable;

26.2.4. Fees for creative registration (only service NON merchandise) is 125 USD annually per registration.

26.2.5. Fees for dealers or contractor which include access to registration of merchandise listing 300 USD.

 

 

By clicking the link below, you are agreed to the above agreement without any disclaimer or waiver.