Agreement For Use Of The Dubai Trade Portal
Welcome to www.dubaitrade.ae. This site is owned and operated by Dubai Trade FZE, a company organised and existing under the laws of United Arab Emirates.
1. User Requirements
1.1 These are the terms and conditions of the web portal of Dubai Trade FZE and its affiliates (collectively referred to here as “Dubai Trade” or “we” interchangeably) located at www.dubaitrade.ae (the "Portal"). These terms and conditions in effect from 19 March 2011 (together referred to as the "Agreement") govern your use of the Portal and your use of any services offered via the Portal and you agree to be bound by them. "You" and "your" refers to the organisation which you have named as the user on the registration form relating to the Portal. You confirm that the individual who has completed the registration process for the Portal is fully authorised to bind your organisation to this Agreement. You will make all your users of the Portal aware of this Agreement and will ensure they comply with its terms at all times.
1.2 Following registration, you will be accepted as a user of the Portal, and you will be permitted to use the Portal. This Agreement governs all your use of the Portal and your use of any services offered via the Portal. If you don’t agree with these terms, then your only recourse is to not use the Portal.
1.3 You can make payments to third party service providers using the “Rosoom ePayment Gateway” by way of credit card, debit card, advance deposit, and the “Rosoom Wallet”, subject to the specific payment method accepted by the relevant third party service provider (and this will be made clear on the relevant third party service provider’s website). Payments to any third party service providers will be subject to the Terms and Conditions of Online Payments Made Using the “Rosoom ePayment Gateway” available at the Portal. For the avoidance of doubt, the Subscription Service fees are solely for the provision by Dubai Trade of the Portal to you and are not for the provision of any kind of financial services or for processing payments (using the “Rosoom ePayment Gateway”) to any third party service providers.
1.4 Dubai Trade may amend this Agreement at any time, and the amended version will be posted on the Portal, and be effective from that date of posting.
2. Subscription Service
2.1 Dubai Trade offers different types of subscription bundles including, for example, weekly, monthly and yearly subscriptions to access services provided by third party service providers (“Subscription Service”) on the Portal. Details of the Subscription Service will be available on the Portal at [insert link]. We may modify the Subscription Service from time to time, including by adding or deleting features, functions and services. We may make changes to the price of the Subscription Service and such change shall be published on the Portal and will be binding on you from the date on which the change is published.
2.2 The initial subscription term will begin on the effective date of your Subscription Service and expire at the end of the period selected during the subscription process (“Initial Subscription Term”). We will notify you of the pending expiration of the Initial Subscription Term within thirty (30) days prior to the date of expiration. Upon receipt of notification, you may renew the Subscription Service for a further period (“Renewal Subscription Term”). The Renewal Subscription Term will be on the current terms and conditions of this Agreement and subject to the renewal pricing provided for in your payment confirmation form. The Initial Subscription Term and any Renewal Subscription Term (collectively “Subscription Term”) will end on the expiration date and cannot be cancelled before its expiration.
2.3 The fees to be paid for your Subscription Service will be made clear to you on the payment confirmation form. You agree to pay the fees at the rates notified to you at the time you purchase your Subscription Service. All payment obligations are non-cancellable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Subscription Term. Dubai Trade may, in its sole discretion, exempt you from payment of fees and, in this instance, you will not be entitled to a refund of any credits or pre-payments which remain unused at the time of exemption.
2.4 We may suspend your access to all or any part of the Subscription Service upon two (2) days’ notice to you of non-payment of any amount past due. If the Subscription Service is suspended for non-payment, we may charge a re-activation fee to reinstate the Subscription Service.
2.5 When you purchase a Subscription Service, you must provide us with complete and accurate contact information and credit card information (if applicable). You authorise us to charge your credit card for all fees payable at the beginning of the Initial Subscription Term and each Renewal Subscription Term. You further authorise us to use a third party to process payments, and consent to the disclosure of your payment information to such third party. Unless you have paid by cheque, your Subscription Service will only be activated when we have successfully verified your payment, at which point we will provide you with access to your Subscription Service. If we do not receive payment authorization or any authorization is subsequently cancelled, we may immediately terminate or suspend your access to your Subscription Service. If you have paid by cheque, then we will activate your Subscription Service on the date of the cheque and if the cheque fails to clear then we may immediately terminate or suspend your access to the Subscription Service unless you pay us with a valid alternative payment method.
2.6 Dubai Trade may terminate your access to your Subscription Service for: (i) a breach of this Agreement; (ii) unauthorised use of the Subscription Service; or (iii) misconduct including, without limitation, conduct having an adverse impact on the reputation of Dubai Trade. If your use of the Subscription Service is terminated by Dubai Trade pursuant to this clause 2.6, you will not be entitled to receive a refund of any credits or pre-payments which remain unused at the time of such termination.
2.7 No refunds, cancellations, or changes to the Subscription Service will be allowed, unless otherwise agreed in writing by Dubai Trade.
2.8 You are not allowed to sublicense, assign, share, sell, rent, lease, or otherwise transfer your Subscription Service.
3. The relationship between Dubai Trade and you
3.1 Dubai Trade is an independent contractor for all purposes. Dubai Trade does not have control of, or liability for, the products and services that are paid for with the Portal. We do not guarantee the completion of any transaction made by way of the Portal.
4.1 We agree to provide you with access to the Portal. There may, however, be times when we are unable to provide such access. Access to or use of the Portal or pages linked to it will not necessarily be uninterrupted or error free. We may log off any user for inactivity on the Portal during such period as we may decide.
4.2 Dubai Trade accepts no obligation to monitor the use of the Portal. Dubai Trade does, however, reserve the right to block your access to the Portal and/or to take such other action as may be necessary to prevent any breach of these terms and conditions or any breach of applicable laws or regulations.
4.3 The Portal includes links to external portals, websites and may include links to co-branded pages. We have included links to these portals, websites and co-branded pages to provide you with access to information and services that you may find useful or interesting. We are not responsible for the content of these portals, websites and pages or for anything provided by them.
4.4 We may change the format and content of the Portal from time to time. The most up to date version of the Portal will be available when you refresh your browser and each time you log on to the Portal.
4.5 We and our affiliates and agents make no representations or warranties about the suitability, reliability, availability, timeliness, security or accuracy of the Portal and the Subscription Service for any purpose. To the fullest extent permitted by law, the Portal and the Subscription Service are provided ‘as is’ without warranty or condition of any kind. We disclaim all warranties or conditions of any kind with regard to the Portal and the Subscription Service including all implied warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement.
4.6 We disclaim all liability with respect to any third party products/services that you use. You understand and agree that absent your agreement to this limitation of liability, we would not provide the Subscription Service to you.
5. Password Use, Data Collection and Security
5.1 As part of the sign-up process, you will be asked to nominate the number of your employees you wish to be able to access the Portal and provide their names. Once your registration on the portal is confirmed (as described in clause 1.2), the number of prospective users for your account will be determined. User profiles (including passwords and user names) in respect of approved prospective users will be then be entered by our Portal Administrator. Each user with an assigned user name and password is referred to as a "Permitted User".
5.2 Access to those parts of the Portal which are password protected using the issued passwords is restricted exclusively to Permitted Users. Your passwords must not be disclosed to, nor used for or on behalf of anyone but the relevant Permitted User, whether in or outside your organisation.
5.3 You must keep all user names and passwords confidential at all times (and ensure that Permitted Users do the same), and must not disclose any user name or password to any other person other than the relevant Permitted User. You must ensure that user names and passwords are only used by the relevant Permitted Users and only for authorised access to the Portal in accordance with this Agreement. If anybody else using a user name or a password issued to you, breaches this Agreement, or carries out any act in accessing the Portal then this breach or act will be treated as a breach or act by you. Dubai Trade shall not be liable for any loss or damage arising out of any unauthorised use of any user name and/or password issued to you.
5.4 We will change a password and username issued in respect of Permitted Users (including your User Administrator) at your request and reserves the right to issue a new username and/or password and block access to the previous one(s) at any time if we reasonably believe it is appropriate for the security or proper operation of the Portal.
5.6 Dubai Trade also reserves the right to take such action in relation to and disclose such information as it considers appropriate to law enforcement and other relevant authorities with respect to any investigation of suspected unlawful activity or violation of network security, and to use the information for statistical reports on Portal usage.
5.7 We may in the future decide to make the use of digital signatures mandatory for all users of the Portal in relation the ordering of services from Dubai Trade and any other activity conducted via the Portal as we may decide. Users will be notified of this move before it is implemented, and if any user does not enter into an agreement with a certification provider (or equivalent third party) nominated by us for the provision of digital signature certification services by a date specified by us (allowing a reasonable time for users to conclude that agreement), that user's access to all or certain parts of the Portal or services available via the Portal may be denied.
6. Intellectual Property Rights
6.1 This is an Agreement for access to and use of the Portal and the Subscription Service, and you are not granted a license to any software by this Agreement.
6.2 All intellectual property and other rights in any information or material accessible at or available from the Portal, including any text, graphics, data and screen lay-outs and software relating to the Portal (the "Content") belong to Dubai Trade (or the third party which owns the rights to such content). You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Content, the Subscription Service, or the Portal in whole or in part, by any means, except as expressly authorised in writing by us.
7. Your Responsibilities
7.1 You are allowed to browse the Portal and (subject to the provisions in clause 1.2), to order and use services from service providers accessible at and promoted via the Portal.
7.2 You must not:
(a) Download, print, copy or otherwise reproduce any Content except those which relates solely to you (such as invoices, manifests and other documents which relate to you but to no other user of the Portal); or
(b) Remove or change anything on the Portal or add anything to it, including without limitation by unauthorized changes through system manipulation or hacking.
7.3 You must only use the Portal and all services provided on the Portal for lawful purposes, and you must comply with all applicable laws, statutes and regulations. You must not use the Portal to:
(a) Harass, stalk, threaten or otherwise violate the rights of others;
(b) Harm or threaten to cause harm to minors; or
(c) Impersonate anyone else or otherwise misrepresent your identity or status.
7.4 You must not hack into the Portal or any other related computer system, make excessive traffic demands, deliver viruses or forward chain letters, surveys, contests, pyramid schemes or otherwise engage in any other behaviour that may reasonably be expected to inhibit other users from using and enjoying the Portal or any other web Portal or damage or destroy the reputation of Dubai Trade or any third party.
8. Exclusions and Limitations
8.1 The information on this Portal is provided on an "as is" basis. To the fullest extent permitted by law, Dubai Trade excludes all representations and warranties relating to this Portal and its contents or which is or may be provided by any affiliates or any other third party, including in relation to any inaccuracies or omissions in this Portal and/or the organisation’s literature.
8.2 In no event shall we be liable (whether for breach of contract, negligence or for any other reason) for any loss of profits, exemplary or special damages, loss of sales, loss of revenue, loss of goodwill, loss of any software or data, loss of bargain, loss of opportunity, loss of use of computer equipment, software or data, loss of or waste of management or other staff time, or for any indirect, consequential, punitive or special loss, however arising.
8.3 Subject to clauses 8.1, and 8.2 our maximum aggregate liability to you in connection with the Portal and/or this Agreement whether in contract, tort, negligence or otherwise is limited to the amount actually paid by you to us in connection with the provision of the Portal and our provision of services to you through it.
8.4 While Dubai Trade will use reasonable efforts to ensure that all information which on the Portal is correct, Dubai Trade does not accept any liability for any error or omission. The information on the Portal is provided as a general guide only and not for any specific purpose.
8.5 You will indemnify, defend and hold harmless, at your expense, against any third party claim, suit, action, or proceeding brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party arising out of or relating to: (i) the unauthorised use of the Portal or the Subscription Service; (ii) your non-compliance with or breach of this Agreement; (iii) the unauthorised use of the Portal or the Subscription Service by any other person using your user information.
9. Suspension and termination of Portal
9.1 Dubai Trade reserves the right to terminate your access to the Portal at any time without prior notice. Access will be withdrawn automatically if a password issued to you has not been used for such period as we may decide.
10. Provision of services
10.1 Any services other than the provision of the Portal itself (which shall be referred to as "Services") made available to you via the Portal are made available as set out below and are subject to the limitations of liability in clause 8 above.
10.2 Dubai Trade may terminate or suspend the availability of any Services, or other services displayed on the Portal at any time, without notice for support or maintenance work, in order to update content or for any other reason.
10.3 You will provide all information and documents to Dubai Trade relevant to the Services you have ordered, where relevant to those Services, and any other information and/or documents reasonably required by Dubai Trade from time to time. You bear full responsibility for all information (including its accuracy) sent to Dubai Trade in connection with Services you have ordered and you acknowledge that any misuse of the Portal may result in the imposition of legal sanctions under applicable laws or regulations.
10.4 Prices for each Service and for the provision of access to the Portal (if any) are as set out and are exclusive of VAT and other applicable taxes, government fees and other similar charges (‘Taxes’) whether it is applicable at the time being or in the future. You will be solely responsible for payment of any chargeable VAT and other Taxes and shall, pay any additional amounts in respect of VAT and other Taxes as are chargeable. The Prices are in United Arab Emirates Dirham and Dubai Trade may change the prices at any time.
10.5 Dubai Trade will use reasonable efforts to correct errors and omissions as soon as is practicable after becoming aware of them. An example of an error may be where the price displayed for certain Services is incorrect. In that circumstance Dubai Trade reserves the right to either:
(a) cancel that contract with you, without any liability to you on our part, or
(b) perform the Services in question and charge you the correct price, which ought to have been entered on the portal.
10.6 The information relating to the Services is displayed on the Portal for your information and to help you decide whether you would like to make a service request to Dubai Trade to obtain to obtain any of the Services. Once you go to the "Order" page of the Portal, clicking to "confirm" to purchase any of the Services constitutes a service request made to Dubai Trade by you. Acceptance by Dubai Trade of your service request will only occur once you receive e-mail notification from Dubai Trade of its acceptance of your order at which point there will be a binding contract between you and Dubai Trade.
10.7 Dubai Trade shall have no obligation in relation to or liability arising out of any products or services supplied or procured by a service provider for which you make payment using the Portal, responsibility for which in all cases and for all reasons shall be that of the service provider. You shall release and hold harmless Dubai Trade from and against all costs, claims, liabilities, damages (including reasonable legal fees) arising directly and indirectly as a result of (a) your use of the Portal; (b) products or services supplied or procured by a service provider for which you make payment using the Portal.
10.8 Dubai Trade has agreements with each of the service providers from whom you can purchase products or services using the Portal. You are not a party to these agreements. However, under the terms of these agreements, such service providers may have obligations to Dubai Trade which could impact upon the way in which those service providers provide their products or services or otherwise deal with you. You acknowledge that while Dubai Trade takes all reasonable steps to ensure the satisfaction of customers using the Portal it may be necessary for Dubai Trade to exercise its rights under such agreements with service providers in order to protect Dubai Trade’s interests.
10.9 If you have signed-up to an account to use the Portal, and a continuous period of eighteen (18) calendar months elapses during which no person authorised by you accesses the Portal using that account, the account for which you signed-up will be rendered dormant and inactive and any unused fees will be deemed forfeited and you will not be entitled to receive a refund of any credits or pre-payments which remain unused. In that circumstance you may apply to Dubai Trade for your account to be re-activated. Dubai Trade will review such a request acting in its sole discretion.
11. Information provided by you
11.1 You agree to ensure that any information provided by you shall be complete and accurate. You shall not at any time provide us with information which is false, inaccurate, misleading, obsolete or deceptive.
11.2 If Dubai Trade has reasonable grounds to believe that you have not provided it with accurate information, Dubai Trade may choose not to proceed with the processing of your payment and the relevant service charges shall remain outstanding.
11.3 You authorise Dubai Trade, directly or through third parties, to make any enquiries we consider necessary to validate your identity. This may include asking you for further information, requiring you to provide some form of identification number or reference, requiring you to take steps to confirm ownership of your email address or financial instruments, ordering a credit report, or verifying your personal information against third party databases or through other sources. If and to the extent Dubai Trade considers it necessary to order a credit report in relation to you having regard to your actual or proposed use of the Portal, you will hereby provide all necessary consents and permissions to enable Dubai Trade to obtain such a credit report.
12. Restricted activities
12.1 In connection with your use of the Portal, you will not:
(a) provide false, inaccurate or misleading information;
(b) send or receive what Dubai Trade reasonably believes are potentially fraudulent funds;
(c) refuse to cooperate in an investigation or provide confirmation of your identity or any personal information you provide to Dubai Trade;
(d) take any action that imposes an unreasonably or disproportionately large load on Dubai Trade’s infrastructure;
(e) take any action that may cause Dubai Trade to lose any of the services from internet service providers, payment processes, or other suppliers or service providers;
(f) control an account that is linked to another account that has engaged in any of these restricted activities; or
(g) use fraudulent accounts for payment of fees.
13.1 Dubai Trade uses all reasonable endeavours to ensure the integrity of the Portal’s security. Despite Dubai Trade’s endeavours, breaches of security and confidentiality could occur. You acknowledge that Dubai Trade is not liable for any loss suffered by you as a result of any breaches in security.
14. Defects in Portal
14.1 Dubai Trade shall not in any way be liable for any delay, disruption or defects in the Portal. You acknowledge that you assume all the risks involved in using the Portal and Dubai Trade shall not be in any way liable for any damage, loss, expense or detriment caused (directly or indirectly) by a defect in the Portal.
14.2 Dubai Trade will use reasonable efforts to keep the Portal online at all times. You understand that scheduled maintenance and problems out of the control of Dubai Trade can cause the Portal to be temporarily unavailable. You acknowledge that Dubai Trade shall not in any way be liable to you for any damage or loss resulting from any such unavailability.
15. General and governing law
15.1 This Agreement forms the entire understanding of the parties and supersedes all previous agreements, understandings and representations relating to the subject matter.
15.2 If any provision of the Agreement is found to be unenforceable, this shall not affect the validity of any other provision. Dubai Trade may delay enforcing its rights under the Agreement without losing them.
15.3 You may not assign your rights or obligations under this Agreement to any third party without the prior express consent in writing of Dubai Trade.
15.4 This Agreement shall be governed and interpreted in accordance with the laws of the United Arab Emirates as applied in the Emirate of Dubai and you consent to the non-exclusive jurisdiction of the Dubai courts.
16. Log Files
16.1 Dubai Trade uses IP addresses to analyse trends, administer the site, track user’s movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information. Additionally, for systems administration, detecting usage patterns and troubleshooting purposes, our web servers automatically log standard access information including browser type, access times/open mail, URL requested, and referral URL. This information is not shared with third parties and is used only within Dubai Trade on a need-to-know basis. Any individually identifiable information related to this data will never be used in any way different to that stated above without your explicit permission.
18. Entire agreement
18.1 Any previous agreement between you and PCFC, Dubai World Corporation, Dubai World Corporate Services or any of its subsidiaries or business units is hereby terminated by agreement, without prejudice to any accrued rights and obligations of the parties. You agree that any outstanding payments payable by you under any such agreements shall remain payable, and that the right to receive such payment is hereby assigned with your consent to Dubai Trade.
19. Force majeure
19.1 Should either party be prevented or hindered from performing any of its obligation under the provisions of the Agreement or any part thereof owing to Events of Force Majeure (as defined herein), then the times fixed for the performance of such obligation shall be extended by a period reasonably agreed in writing by the parties taking into consideration the causes of the Events of Force Majeure and the importance of the timely completion of the obligations. The Events of Force Majeure in this clause shall only mean and be limited to fire, flood, declared war, acts of god, any other event outside of the performing party’s reasonable control that are not the fault of the party whose performance is excused and any government action which prevents a party from performing any obligations.
19.2 The party who is affected by the Events of Force Majeure shall notify the other party as soon as reasonably practical after becoming aware of any the Events of Force Majeure which prevents or hinders its performance under this Agreement and detail the existence, nature and commencement date of the said event of Force Majeure and shall, where practicable, notify the other party of the estimated extent of the delay likely to be occasioned by the said event.
19.3 The party affected by the Events of Force Majeure shall take such steps as are reasonably available to it to mitigate the effects of the said event and shall notify the other Party of the steps to mitigate the effects that it intends to take or is taking.
19.4 If the affected party is prevented by the Event of Force Majeure from performing its obligations under this Agreement for more than thirty (30) working days or such other period as the parties may agree in writing, then the unaffected party may in its sole discretion immediately terminate the Agreement by giving notice in writing of termination to the other party.