This is a summary of the Terms of Business with MyGaragePlus. It should not be a substitute for reading the full version. Capitalized terms used in this summary are defined in the Buyer Terms of Business.
If you want to talk to us, please get in touch with our team and we’d be happy to help:
Email: info@themarkacommunications.com
Address: Abu Dhabi, UAE
Full Version of the Partner Terms of Business
Please read these Partner Terms of Business carefully. If you do not agree to these Partner Terms of Business in their entirety, you may not use the MyGaragePlus Services.
1. Definitions
Terms in the preamble and elsewhere in this document have their assigned meanings, and each of the following terms has the meaning assigned to it.
“Affiliate” means in relation to MyGaragePlus any entity that from time to time directly or indirectly controls, is controlled by, or is under common control with MyGaragePlus.
“Agreement” or “Buyer Terms of Business” means this agreement, which sets out the terms and conditions upon which MyGaragePlus shall provide their Services to the Partner and which comes into effect on the Effective Date.
“Bank Charges” has the meaning in Section 17 of this Agreement.
“Booking Terms and Conditions” means MyGaragePlus’s Booking Terms and Conditions for Customers using the MyGaragePlus Services.
“Business Day” means a day other than a Friday, Saturday, or public holiday in the United Arab Emirates when banks are open for business.
“Cancellation Penalty Period” has the meaning given in Section 10 of this Agreement.
“Cancellation Policy” means a policy that is included in the Terms of Sale of a MyGaragePlus Booking whereby you may charge a Customer (through the MyGaragePlus Payment Services) a certain fee for a canceled MyGaragePlus Booking, which may be up to 100% of the value of the MyGaragePlus Booking.
“Closing Balance” has the meaning in Section 17 of this Agreement.
“Commission” means the commission (plus any applicable indirect taxes, such as sales tax, VAT, GST, HST, etc.) payable by the Partner to MyGaragePlus as set out in this Agreement or any other agreement between the Partner and MyGaragePlus, and calculated based on the total amount payable by a MyGaragePlus Customer for a MyGaragePlus Booking.
“Confidential Information” has the meaning in Section 20 of this Agreement.
“Current Balance” has the meaning in Section 17 of this Agreement.
“Customer” means any person who purchases or receives the Partner Services via the MyGaragePlus Website or the MyGaragePlus App.
“Customer Database” means the Partner’s database of Customers on the MyGaragePlus Website and MyGaragePlus App.
“Data Protection Legislation” means any applicable laws relating to the processing of personal data and privacy that may exist in any relevant jurisdiction.
“Effective Date” means the earliest of (a) the Partner beginning to receive the MyGaragePlus Services, (b) the date on which the Partner ticks the box to confirm its acceptance of this Agreement on the MyGaragePlus Website and, (c) the date of any other agreement signed by the Partner concerning MyGaragePlus Services.
“MyGaragePlus,” “we,” or “us” has the meaning set out below:
If you are a Partner in the United Arab Emirates, MyGaragePlus means www.MyGaragePlus.com, Marka Technology Consultancy LLC a company incorporated under the laws of the United Arab Emirates, Abu Dhabi.
“MyGaragePlus Booking” means a booking made on the MyGaragePlus Website or the MyGaragePlus App by a Customer to receive Partner Services, where at the time of making the booking the Customer chooses a time and/or date at which to receive those Partner Services.
“MyGaragePlus Booking Services” means all appointment booking services, including creating appointments, adjustment, rescheduling, and canceling appointments, provided through the MyGaragePlus Website and the MyGaragePlus App.
“Free Cancellation Time” has the meaning provided in Section 10 of this Agreement.
“MyGaragePlus Customer” means a Customer who books Partner Services through the MyGaragePlus Customer Mobile App..
“MyGaragePlus Customer Account” means an account on the MyGaragePlus Customer Mobile App created by and belonging to a MyGaragePlus Customer.
“MyGaragePlus Payment Services” means the online and in-app payment facility of the MyGaragePlus Website and the MyGaragePlus Customer Mobile App. The MyGaragePlus Payment Services assist Partners with collecting payments from Customers and benefiting from protection against late cancellations and no-shows.
“MyGaragePlus Services” means the benefits and services a Partner may receive from MyGaragePlus, as set out in this Agreement and any other commercial agreement and/or in written exchange between MyGaragePlus and the Partner, in return for paying the Service Fees to MyGaragePlus.
“MyGaragePlus Website” or “Website” is accessible through any web browser or through our mobile apps published on the Apple Store and Google Play Store.
“MyGaragePlus App” or “App” means the web interface owned and provided by MyGaragePlus, which a Partner may embed on their own website and/or social media channels, and through which the Partner’s customers may book online with the Partner directly.
“Intellectual Property Rights'' means all intellectual property rights on a worldwide basis whether currently in existence or otherwise and whether vested or contingent including (without limitation) copyright (including foreign language translation rights), design rights, database rights, rights in any domain names, registered designs, patents, trademarks, trade names, signs, and other designations provided the foregoing is of a proprietary nature and all similar rights whether registered or otherwise (including, without limitation, all extensions, reversions, revivals and renewals thereof). The above shall include, in relation to registrable rights, any applications made or rights to make applications in respect of any such rights.
“Invoice Statement” has the meaning in Section 17 of this Agreement.
“Material Breach” means a breach (including an anticipatory breach) which is not minimal or trivial in its consequences to MyGaragePlus. In deciding whether any breach is material, no regard shall be given to whether it occurs by some accident, mishap, mistake, or misunderstanding.
“No-Show Policy” means a policy that is included in the Booking Terms whereby you may charge a Customer (through the MyGaragePlus Payment Services) a certain fee for a MyGaragePlus Booking in which the Customer fails to show up at the time indicated on the MyGaragePlus Booking, which may be up to 100% of the value of the MyGaragePlus Booking.
“Partner” and “you” mean a selected third-party provider of goods and services, who offers their goods and services for sale on the MyGaragePlus Website or the MyGaragePlus App.
“Partner Account” means an account on the MyGaragePlus Website and MyGaragePlus App belonging to a particular Partner that the Partner’s owners, staff, and other individuals may access.
“Partner Services” means any products, goods, and/or services of a Partner offered for purchase or booking on the MyGaragePlus Website or the MyGaragePlus App.
“Payment Processor” means third-party payment processors supporting MyGaragePlus with the provision of the MyGaragePlus Payment Services.
“Pricing Change Notice” has the meaning provided in Section 4 of this Agreement. “Prohibited Business” means a business identified in Section 14 of this Agreement. “Security Incident” has the meaning provided in Section 12 of this Agreement.
“Service Fees” means the Commission and any other fees (plus any applicable indirect taxes, such as sales tax, VAT, GST, HST, etc.) payable by the Partner in order to receive the MyGaragePlus Services;
“Terms of Sale” mean the date, time, price, Partner Services, discount, location, cancellation policy, and any other details and conditions shown on the MyGaragePlus Website at the time that a MyGaragePlus Booking is made.
2. Description of the MyGaragePlus Booking Services
MyGaragePlus provides the MyGaragePlus Services to make it easy for customers to book appointments online with you and a variety of other participating Partners. The MyGaragePlus Website includes a consolidated list of Partner Services, and Customers may discover, review, and book these Partner Services using the MyGaragePlus Booking Services.
As a Partner, you may elect to offer certain Partner Services for sale on the MyGaragePlus Website. You are allowed to choose which Partner Services you would like to sell on the MyGaragePlus Website and remove certain Partner Services from the MyGaragePlus Website that are currently listed. You can make these changes through your Partner Account, and the changes will automatically be updated on the MyGaragePlus Website and the MyGaragePlus App.
When a Customer makes a MyGaragePlus Booking, the Terms of Sale of the MyGaragePlus Booking will be sent to the Customer and the Partner by MyGaragePlus electronically. The Customer will view and agree to the Terms of Sale prior to confirming a MyGaragePlus Booking.
3. Description of the MyGaragePlus Payment Services
MyGaragePlus offers Partners the MyGaragePlus Payment Services to make it easy for Partners to collect, process, and refund payments from Customers (e.g. via MyGaragePlus Bookings with Online Payments).
4. MyGaragePlus Services and Charges
In consideration of the payment by the Partner of the Service Fees, and the Partner performing all of its other obligations herein and subject to this Agreement, MyGaragePlus shall provide the applicable MyGaragePlus Services to the Partner, which shall (unless otherwise agreed) include a personal, non-exclusive, non-transferable and fully revocable license to use MyGaragePlus Website and MyGaragePlus App.
In respect of all MyGaragePlus Bookings with Online Payments, MyGaragePlus shall act and is hereby appointed as an agent at law for the Partner to conclude those MyGaragePlus Bookings with a Customer and (where applicable, e.g. for MyGaragePlus Bookings with Online Payments) collect and process payments on behalf of the Partner. Nothing herein shall prevent or limit the Partner from remaining fully responsible and liable for their provision and supply of Partner Services to Customers.
The Partner must not apply a surcharge to Customers who make bookings through the MyGaragePlus Website if that surcharge would not be applied to other Partner Customers in the ordinary course of business. For the avoidance of doubt, the Partner is permitted to offer lower prices or discounts to Partner Customers in accordance with its own promotional campaigns or loyalty schemes, but may not offer higher prices to Customers than they could receive through offline channels. In other words, a Partner may not “pass on” Service Fees to Customers who make MyGaragePlus Bookings. A breach of this clause shall be a Material Breach of this Agreement.
Additionally, the Partner shall not solicit Customers to make bookings otherwise than through the MyGaragePlus Website and MyGaragePlus App. In other words, if a Customer expresses an intent or preference to make a MyGaragePlus Booking, the Partner may not encourage the Customer to book through other means. In particular, where a Customer makes a MyGaragePlus Booking and the Partner encourages that Customer to cancel their MyGaragePlus Booking and make a separate booking directly with the Partner, the Partner shall be in Material Breach of this Agreement.
If MyGaragePlus has reasonable grounds to suspect that the Partner has made or makes any direct or indirect attempt to avoid paying any Service Fees, for example, and without limitation, by fraudulently canceling a MyGaragePlus Booking and rebooking it, this shall be a Material Breach of this Agreement and shall give MyGaragePlus the right, without limiting other remedies available to it, to withhold and retain any payments due to the Partner under this Agreement.
Where a Partner has elected to receive MyGaragePlus Services which attract Service Fees, if the Partner wishes to cease receiving one or more of those MyGaragePlus Services, the Partner must give MyGaragePlus at least 30 days notice in writing of its intention to terminate usage of the MyGaragePlus Services. The Partner will remain liable to pay any applicable Service Fees for the duration of the notice period.
MyGaragePlus may, in its sole discretion, change the amount of any Service Fees and/or the rate of Commission at any time with 30 days’ notice to the Partner (“Pricing Change Notice”). The Partner’s continued use of the MyGaragePlus Services after receipt of such Pricing Change Notice will be deemed to be acceptance of the new Service Fee. If a Partner does not agree to a change in the Service Fees, their sole recourse will be to cease using the MyGaragePlus Services.
5. Partner Acknowledgements and Consents
The Partner understands and accepts that:
MyGaragePlus uses third-party vendors and hosting partners to provide the hardware, software, networking, storage, and related technology required to run The MyGaragePlus Website (including the Partner Profile), and the MyGaragePlus App;
MyGaragePlus shall have administrator access to all parts of the MyGaragePlus Website and MyGaragePlus App;
MyGaragePlus will track, using third-party tools such as Google Analytics, the Partner’s use of, and the Partner’s employees’ use of the MyGaragePlus Website and MyGaragePlus App. The tracking will cover every single interaction the user has and the technical details of the browser and device being used and will include but not be limited to (a) appointment creation, (b) editing employees, and (c) viewing the calendar. This tracking will assist MyGaragePlus in understanding how the MyGaragePlus Website and MyGaragePlus App is used by Partners and will allow MyGaragePlus to develop and improve the same. The Partner is responsible for alerting its employees that such tracking will take place. References to the tracking are included in MyGaragePlus’s Privacy, which should be brought to the attention of Partner's employees; and
The MyGaragePlus Customer Mobile App is “Powered by MyGaragePlus”, contains MyGaragePlus branding including logos, trademarks, and images, and will give Customers the opportunity to opt-in to receiving email marketing from the Partner and/or MyGaragePlus.
MyGaragePlus will provide the Partner with a user account and password which allows the Partner to access the MyGaragePlus Website & MyGaragePlus App. The Partner shall safeguard and keep the user account details and password confidential and safely stored and shall not disclose them to any person other than those who need to have access to the MyGaragePlus Website and who are aware of the Partner’s obligations to keep those details secure. The Partner shall immediately notify MyGaragePlus of any suspected security breach or improper use, including any use that would breach this Agreement, MyGaragePlus’s reasonable instructions given from time to time, and/or applicable law.
The Partner must ensure that it has obtained the consent of each of its employees and contractors to be advertised on the MyGaragePlus Website and the MyGaragePlus App to Customers. These details include but are not limited to, details such as name, photograph, expertise, contact details, availability, and services offered.
6. License to Use the MyGaragePlus Services
Subject to payment of applicable Service Fees, the Partner may use the MyGaragePlus Website (including the receipt of MyGaragePlus Bookings), and the Partner Profile for the purpose of processing MyGaragePlus Bookings of Partner Services for and on behalf of itself only.
The Partner’s use of the MyGaragePlus Services is at the Partner’s sole risk. The MyGaragePlus Services are provided on an “as is” and “as available” basis. Technical support is provided by email primarily, and is a benefit for the Partner, but is not a right of the Partner.
As part of the license terms for the Partner to use the MyGaragePlus Services (including, without limitation, the MyGaragePlus Website, the MyGaragePlus App, and the Partner Profile), the Partner agrees not to do any of the following:
reproduce, duplicate, copy, sell, resell or exploit the whole or any part of the MyGaragePlus Website, the MyGaragePlus App, or the Partner Profile;
allow any third party (including group companies of the Partner) to use or access the MyGaragePlus Website and MyGaragePlus App without express prior written permission from MyGaragePlus (which may be denied or granted on such terms as MyGaragePlus in its sole discretion may determine);
send unsolicited emails, SMS or other electronic forms of marketing to Customers via the MyGaragePlus Website and MyGaragePlus App (or otherwise); or
disclose, share or resell any login details or passwords for the MyGaragePlus Website and MyGaragePlus App.
The Partner expressly understands and agrees that as regards its use of the MyGaragePlus Website and MyGaragePlus App and without prejudice to Section 20, MyGaragePlus shall not be liable for any loss of income or profits, loss of contracts, loss of goodwill, loss of data, or other intangible losses or for any indirect or consequential loss or damage (even if MyGaragePlus has been advised by the Partner of the possibility of such loss or damage) resulting from
the Partner’s use of, or inability to use, the MyGaragePlus Website, the MyGaragePlus App, and/or the Partner Site;
unauthorized access to or alteration of the Partner’s transmissions or data;
statements or conduct of any third party on the MyGaragePlus Website and MyGaragePlus App, the MyGaragePlus Website, the MyGaragePlus App, and/or the Partner Site; or
any other matter relating to the MyGaragePlus Website, the MyGaragePlus App, and/or the Partner Site.
7. General Partner Obligations
In consideration of receiving the MyGaragePlus Services, the Partner agrees to pay all applicable Service Fees to MyGaragePlus and to accept all MyGaragePlus Bookings and process and supply the Partner Services to the highest industry standards and in line with any specific terms and conditions set out in this Agreement generally, and particularly in this Section 7. A breach of this Section 7 will be a Material Breach of this Agreement.
Additionally, Partners under this Agreement have other specific obligations concerning MyGaragePlus Bookings, including:
Accuracy of Partner Information. Partners are responsible for ensuring that the content listed on the MyGaragePlus Website and the MyGaragePlus App is accurate at all times, and is reflective of Partner Services, pricing, staff availability, Cancellation Policies and No- Show Policies and other content that the Partner actually offers. It is the Partner’s obligation to transfer this information to MyGaragePlus by keeping this information on their Partner Account on the MyGaragePlus Website and MyGaragePlus App (including calendar availability) up-to-date at all times. MyGaragePlus has the right to suspend or terminate any Partner Account if the Partner fails to provide the required information to MyGaragePlus.
Partner Profile. The Partner shall create a Partner Profile on the MyGaragePlus Website and/or MyGaragePlus App to promote their Partner Services. Partners are responsible for maintaining accurate information in their Partner Profile, and where photographs are used, Partners are responsible for ensuring that photos uploaded onto their Partner Profile accurately reflect their services and place of business. Partners may manage and modify the contents of their Partner Profile through the “Online Booking” section of the MyGaragePlus Website and MyGaragePlus App. The Partner acknowledges and agrees that its Partner Profile should not contain any contact details, direct references, or links to the Partner or its website, app, platform, tool, or other devices or to websites, apps, platforms, tools, or other devices of third parties.
Order Fulfillment. The Partner shall fulfill their obligation to provide Partner Services Offerings for all MyGaragePlus Bookings. In particular, the Partner must honor the Terms of Sale of MyGaragePlus Bookings for their Partner Services, which includes the Cancellation Policy and No-Show Policy that were in place at the time that the MyGaragePlus Booking was made.
Payment Terms. Customers using the MyGaragePlus Booking Services may settle the Terms of Sale of the MyGaragePlus Booking through their choice of payment method, including via the MyGaragePlus Payment Services. A Partner must accept payments from the MyGaragePlus Payment Services as equal to direct payment by Customers, and seek no further claim from the Customer in connection with that MyGaragePlus Booking.
Service Fulfillment. The Partner must accept all MyGaragePlus Bookings. Partners may not impose any extra or additional fees or charges that contradict or otherwise alter the Terms of Sale of any MyGaragePlus Booking unless expressly agreed by the Customer. If a Customer receives Partner Services that are less than the value of the amount paid for the MyGaragePlus Booking, they may be entitled to a refund by the Partner equal to the difference between the value of the service received and the value of the MyGaragePlus Booking.
If a Partner fails to honor any of its obligations listed above, the Partner shall be considered to be in Material Breach of this Agreement and may forfeit any payments due to it in connection with that MyGaragePlus Booking, other penalties as defined within this Agreement notwithstanding.
8. MyGaragePlus's Responsibility
Promotion and Publication of Partner Services. MyGaragePlus shall promote the MyGaragePlus Website in accordance with this Agreement and subject to the restrictions set forth herein. In order to maximize the exposure of your business online and the number of appointments scheduled through the MyGaragePlus Website, MyGaragePlus may, at its sole discretion, enter into agreements with third-party websites and businesses, optimize any current or future listings for your business to take advantage of search engine optimization, search engine marketing, lead generation or social networking opportunities, and perform any other actions MyGaragePlus deems appropriate to increase traffic and use of the MyGaragePlus Website. MyGaragePlus may promote certain Partner Services through a variety of online and offline channels, including advertising, promotion mediums, social media accounts, search engines, Google, Google AdWords, keyword advertising, Facebook Ads, Twitter, email distribution lists, MyGaragePlus homepage, email newsletters, third-party marketplaces, business partner websites or mobile applications, or through MyGaragePlus’s affiliates and their networks. Such promotional efforts may include information pertaining to the Partner’s business, including its business name, scheduling information, menu, service descriptions, pricing, staff names, staff titles, location, photos, and other data relating to the Partner’s business. In addition, from time-to-time, MyGaragePlus may provide Consumers with additional information on Partners subject to the limitations of this Agreement.
Third-party and Affiliate Websites and Applications. MyGaragePlus may publish or promote any information acquired under this Agreement, including calendar availability, business information, service descriptions, and prices, on any third-party websites or mobile applications, particularly through the MyGaragePlus App or through other Application Program Interfaces (APIs). MyGaragePlus may supply affiliates and other third-parties with the MyGaragePlus App or other APIs to promote particular Partner Services. MyGaragePlus is not obligated to promote all Partner Services using these third-party and affiliate websites.
Curation. In order to maintain a high-quality booking platform for the beauty and wellness industry, we may remove your particular Partner Profile from the MyGaragePlus Website if we believe, in our sole discretion and without needing to provide an explanation, that your particular business is not suited for the MyGaragePlus Website.
Liability. To the maximum extent permitted by applicable law, MyGaragePlus is not liable to or responsible for the quality, safety, or fulfillment of the products or services offered on the MyGaragePlus Website. You are responsible for the Partner Services which you provide to Customers. The extent of MyGaragePlus’s liability is further detailed in Section 20 of this Agreement.
9. No Implicit Warranties
Except for any express warranties stated herein, nothing in this Agreement shall be construed or interpreted to be an implicit warranty by or of MyGaragePlus. In particular, MyGaragePlus explicitly does not warrant that:
that the MyGaragePlus Website and MyGaragePlus App, or the Partner Profile will meet the Partner’s specific requirements;
that the quality of any products, services, information, or other material purchased or obtained by the Partner through the MyGaragePlus Website, the MyGaragePlus App, or the Partner Profile will meet the Partner’s requirements or expectations; or
that the MyGaragePlus Website and MyGaragePlus App, or the Partner Profile will be uninterrupted, timely, secure, or error-free;
that any information or results that may be obtained from the use of the MyGaragePlus Website and MyGaragePlus App, or the Partner Profile will be accurate or reliable;
that any errors in the MyGaragePlus Website, the MyGaragePlus App, or the Partner Profile will be corrected.
By entering the Agreement, the Partner understands that the MyGaragePlus Services (including the MyGaragePlus Website and MyGaragePlus App) are provided on an “as is” basis without implicit warranties of any kind.
10. Partner Obligations Regarding Canceled Appointments
In respect of MyGaragePlus Bookings, the Partner is obliged to comply with the cancellation and rescheduling policy set out in Section 6 of the Booking Terms and Conditions. In summary and in regards to MyGaragePlus Bookings:
A Partner may specify a time (e.g. 24 or 48 hours) before when an appointment is scheduled to start (the “Cancellation Penalty Period”), after which rescheduling an appointment through the MyGaragePlus Website or the MyGaragePlus App will not be possible, and cancellation by a Customer will incur a cancellation penalty. Partners may set their own Cancellation Penalty Period for MyGaragePlus Bookings through the MyGaragePlus Website and MyGaragePlus App. If a Customer cancels an appointment through the MyGaragePlus Website / MyGaragePlus App before the Cancellation Penalty Period, the Customer will not be liable to pay any fees to the Partner, and neither the Customer nor the Partner shall have any further obligation towards each other in regards to that MyGaragePlus Booking.
If a Customer cancels an appointment through the MyGaragePlus Website / MyGaragePlus App during the Cancellation Penalty Period, the Customer will be obligated to pay the fee set forth in the Cancellation Policy that was in effect at the time of their MyGaragePlus Booking. In this case, MyGaragePlus will collect cancellation fees from the Customer through the MyGaragePlus Payment Services for later remittance to the Partner.
The Partner agrees to collect cancellation fees for MyGaragePlus Bookings only through the MyGaragePlus Payment Services. If the Partner collects cancellation fees through the MyGaragePlus Payment Services, the Customer will be exempt from all further penalty or liability to the Partner, and the Partner may not impose additional fees or penalties to the Customer in connection with that MyGaragePlus Booking.
Partners may, at their sole discretion, choose not to enforce their Cancellation Policy on a case- by-case basis, even if the Cancellation Policy was included in the Terms of Sale of the MyGaragePlus Booking. If a Partner cancels an appointment of a MyGaragePlus Booking through the MyGaragePlus Website and MyGaragePlus App (as opposed to a Customer canceling an appointment of a MyGaragePlus Booking through the MyGaragePlus Website / MyGaragePlus App), the Partner will have the option to waive the cancellation fees. Canceling a MyGaragePlus Booking without imposing the Cancellation Policy would then conclude the contract between the Partner and Customer in connection with that MyGaragePlus Booking.
Partners are able to modify their Cancellation Policies (including the Cancellation Penalty Period and the amount they wish to charge for cancellations) through the MyGaragePlus Website and MyGaragePlus App, and the updated cancellation terms will be included in the Terms of Sale for all subsequent MyGaragePlus Bookings with that Partner. Changes to a Partner’s Cancellation Policy will not affect previous bookings, and a Partner may not enforce Cancellation Policies retroactively if they differ from the Terms of Sale to which the Customer consented at the time of making a MyGaragePlus Booking.
A Customer may choose to reschedule an appointment made through a MyGaragePlus Booking through the MyGaragePlus Website / MyGaragePlus App. If the Customer reschedules their appointment in accordance with the Partner’s Cancellation Policy (i.e. the reschedule occurs before the Cancellation Penalty Period), then the Partner will accept the updated time as an amendment to the Terms of Sale of the MyGaragePlus Booking.
11. Customer Service and Complaints
The Partner shall use best endeavors to provide top quality Partner Servic,es to all Customers and shall promptly deal with any sales enquiries, or issues relating to MyGaragePlus Bookings or potential MyGaragePlus Bookings, including dealing with Customer complaints.
The Partner shall be directly responsible to the Customer for any failure to fulfill the Customer’s expectations or for any other legal liability that arises in respect of the Partner Services, except for cases where such liability arises as a result of MyGaragePlus’s negligence.
MyGaragePlus shall refer any Customer complaints it receives to the Partner, and the Partner shall acknowledge all complaints and shall respond to the relevant Customer within 24 hours of the Partner’s receipt of a complaint, whether the complaint has come directly from the Customer or via MyGaragePlus.
The Partner shall make all efforts to reach a resolution to any complaints within 7 days, and must notify MyGaragePlus of any correspondence between the Partner and the Customer relating to the complaint and generally keep MyGaragePlus apprised of its progress and the status of the complaint.
The Partner hereby acknowledges and accepts that the MyGaragePlus Website and the MyGaragePlus App include a reviewing platform, upon which Customers may post publicly viewable reviews about their experiences with MyGaragePlus and with the Partner (particularly in relation to the Partner Services). The Partner further acknowledges that a selection of reviews from preceding months will also be made available on the Partner Site (if applicable). The Partner should note that this platform may not be opted out from, and may from time to time contain negative reviews and/or feedback from Customers, which is outside MyGaragePlus’s control. There is an option for the Partner to reply to reviews about them. However, any content the Partner posts in response to user reviews must be polite and professional and non-threatening or confrontational, and it may be subject to review by MyGaragePlus (and may be removed or amended in MyGaragePlus’s sole discretion if MyGaragePlus deems it reasonably necessary to do so). For the avoidance of doubt, the Partner shall have no right to any remedy (including without limitation, any right to terminate this Agreement) as a result of any reviews or other public communications of Customers naming or referring to the Partner. However, if the Partner, acting reasonably, feels that any public communications of Customers is defamatory of the Partner or any person or in some other way is a violation of any person’s legal rights, the Partner may flag and report such communications to MyGaragePlus. In such case, MyGaragePlus shall review the same and in its sole discretion take any action it deems necessary or desirable (including, for example, removing or amending such defamatory content from the MyGaragePlus Website).
12. Customer Data
For the purposes of this clause, “data controller”, “data processor”, “data subject”, “personal data”, “process”, “processing” and “appropriate technical and organizational measures” shall be interpreted in accordance with applicable Data Protection Legislation, if any.
MyGaragePlus and the Partner each acknowledge that, for the purposes of the Data Protection Legislation:
in respect of Partner Customers’ personal data, the Partner is the data controller and MyGaragePlus is the data processor; and
in respect of MyGaragePlus Customers’ personal data, the Partner and MyGaragePlus each act as independent data controllers.
Where MyGaragePlus and the Partner are independent controllers, each acknowledge and agree that:
save as is required by this Section 12, each party is responsible for its own compliance with applicable Data Protection Legislation;
the Partner must promptly (and in any event within 24 hours of the Partner or its employees becoming aware of the matter) notify MyGaragePlus of any accidental or intentional damage, alteration, destruction, unauthorized disclosure, loss, misuse or theft of or to the personal data of any Customer which the Partner has access to (“Security Incident”). Partner shall provide full cooperation and prompt assistance to MyGaragePlus in respect of its efforts to (i) investigate, remediate, and mitigate the effects of the Security Incident, and (ii) comply with notification obligations to individuals, clients or regulatory authorities;
Partner must not do, or omit to do, and must ensure that its personnel and other representatives do not do or omit to do, anything that would cause (or may be reasonably expected to cause) MyGaragePlus or its Affiliates to be in breach of any provision of any Data Protection Legislation and take all reasonable steps to ensure the reliability of its employees and agents who may have access to the personal data and ensure that such staff and agents are informed of the confidential nature of the personal data and have undertaken training in the laws relating to handling personal data;
Partner agrees to implement and maintain appropriate technical and organizational measures in respect of its processing of the personal data sufficient to comply with the Data Protection Legislation and to protect the personal data against unauthorized or unlawful processing and against accidental loss, destruction, damages, theft, alteration or disclosure;
Partner agrees to only process personal data of Customers for the purpose of providing the Partner Services to such Customers and, in the case of Customers who have expressly agreed by way of opt-in consent to receiving email marketing from the Partner, for the purposes of email marketing and in all cases only whilst receiving the Partner Services; and
Should Partner, its affiliates or its suppliers need to transfer the personal data of Customers to locations outside the UAE, Partner takes full responsibility (and accepts full liability) for ensuring that such personal data is processed fully in compliance with Data Protection Legislation.
Where the Partner is the data controller and MyGaragePlus is a data processor, in respect of Partner Customers (except in respect of email marketing of Customers where the Partner and MyGaragePlus are independent data controllers), such personal data shall be processed by MyGaragePlus in accordance with this Section 12 below and subject to MyGaragePlus being able to charge the Partner for providing any assistance not expressly specified as a service requirement of MyGaragePlus under this Agreement.
MyGaragePlus reserves the right to process Customer personal data as set out in its Privacy Policy, as may be updated from time to time) and the Partner hereby irrevocably and unconditionally agrees and consents to the processing of such personal data by MyGaragePlus and further warrants that each Partner Customer has been informed how MyGaragePlus will process their personal data. Without limiting Partner’s obligations elsewhere in this Agreement, the Partner undertakes promptly to include any information reasonably requested by MyGaragePlus in its website privacy policy or other Partner Customer literature to assist each party in compliance with Data Protection Legislation.
The Partner acknowledges that ownership of all Intellectual Property Rights in Customer’s personal data in the MyGaragePlus Website and MyGaragePlus App shall vest in MyGaragePlus or its Affiliates, and the Partner irrevocably and unconditionally assigns with full title guarantee all such rights to MyGaragePlus. MyGaragePlus grants the Partner a non-exclusive license to use such personal data to operate its business subject to the Partner's ongoing compliance with the provisions of this Agreement.
Where the Partner elects to use the MyGaragePlus Website and MyGaragePlus App’s marketing automation features, the Partner may send marketing or promotional communications to Customers whose details are stored in the MyGaragePlus Website and MyGaragePlus App and who have given their consent via an ‘opt-in’ box on signing up to receive the MyGaragePlus Services or when booking Partner Services via the App, to receive marketing or promotional communications from any Partner from whom they book Partner Services and/or specifically from the Partner with which they are booking.
The Partner undertakes and warrants that it will only process the personal data of Partner Customers in compliance with Data Protection Legislation and in particular that it, its employees, its partners, and its suppliers will only send marketing or promotional communications to Partner Customers who have given their consent to receive the same. The Partner’s use of the personal data of Partner Customers is undertaken at the Partner’s sole risk with the Partner being responsible and liable for ensuring it, its employees, its partners, and its suppliers’ use fully comply with all applicable Data Protection Legislation.
In the event that a Customer notifies the Partner or one of its employees that it does not wish to receive further marketing materials from MyGaragePlus and/or its Affiliates, the Partner shall promptly (and in any event no later than 48 (forty-eight) hours from being so informed) notify MyGaragePlus with full details of the same in writing so that MyGaragePlus can honor such request. In the event that a data subject makes a request to either party to exercise one or more of the rights afforded to data subjects under Data Protection Legislation then to the extent that either party reasonably requires input or assistance from the other party in order to give effect to any of the rights afforded, that other party shall provide all such input or assistance within a reasonable timeframe with each party meeting their own costs in doing so;
In the event that either party receives a request from a data protection authority for information relating to this Agreement or the relationship between the parties, that party shall promptly notify the other unless prohibited by law.
Any breach of this Section 12 by the Partner will be a Material Breach of this Agreement.
The Partner will indemnify and hold MyGaragePlus and its Affiliates harmless against all losses, claims, costs, damages or proceedings suffered or incurred by MyGaragePlus and/or its Affiliates arising out of or in connection with the Partner's breach of this Section 12
This Clause in its entirety shall survive the termination or expiry of this Agreement.
13. Partner Warranties
As a condition for entering into this Agreement with MyGaragePlus, you represent and warrant that:
you are at least eighteen (18) years of age;
you are either (a) a sole proprietor managing a registered business in your local jurisdiction, or (b) an authorized signatory of your duly incorporated business
you are eligible to register and use the MyGaragePlus Services, and have the right, power, and ability to enter into and perform under this Agreement;
the name identified by you when you registered is your name or business name under which you sell goods and services;
any sales transactions submitted by you will accurately describe the products and/or services sold and delivered to a purchaser;
you and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to your business, including any applicable tax laws and regulations;
you will not use the MyGaragePlus Payment Services, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of any aspect of the MyGaragePlus Website; and
you are not engaged in any of the Prohibited Business activities as detailed in Section 14.
Any breach of these representations and warranties shall constitute a Material Breach of this Agreement.
14. Prohibited Businesses
The following list of prohibited business activities may be updated by us from time to time. As a Partner entering this Agreement, you represent and warrant that your business is not engaged in any activities of these Prohibited Businesses.
Age-restricted products or services
Age verification
Airlines
Alcohol
Any product or service that infringes upon the copyright, trademark, or trade secrets of any third-party
Any product, service or activity that is deceptive, unfair, predatory or prohibited by one or more card networks
Bail bonds
Bankruptcy lawyers
Bidding fee auctions
Chain letters
Check cashing, wire transfers or money orders
Collection agencies
Counterfeit goods
Credit card and identity theft protection
Cruise lines
Currency exchanges or dealers
Door-to-door sales
Drug paraphernalia
Embassies, foreign consulates or other foreign governments
Engaging in any form of licensed or unlicensed aggregation or factoring
Engaging in deceptive marketing practices
Essay mills
Evading a Payment Network’s chargeback monitoring programs
Extended warranties
Firms selling business opportunities, investment opportunities, mortgage consulting, credit repair or protection or real estate purchases with no money down
Flea markets
Gambling
“Get rich quick” schemes
Illegal products or services
Mail-order brides
Money transmitters or money service businesses
Multi-level marketing or pyramid schemes
Negative response marketing
Pharmacies or pharmacy referral services
Prepaid phone cards
Pseudo pharmaceuticals
Quasi-cash or stored value
Securities brokers
Sexually-oriented products or services categorized as:
Child pornography
Fetish gear and services including S&M paraphernalia
Hard-core sexually oriented products and services
International match-making services
Pornographic materials displaying sexually explicit pictures, images, and videos
Sexually explicit telephone or online conversations and chat
Sexually-oriented dating services, including companion/escort services and prostitution
Sexually-oriented massage parlors, sex shows, sex clubs, topless bars, strip shows, and other adult entertainment
Apps that allow you to access pornography or pornographic ads
Selling social media activity, such as Twitter followers, Facebook likes for YouTube views
Sharing cardholder’s data with another merchant for payment of up-sell or cross-sell product or service
Shipping or forwarding brokers
Sports forecasting or odds making
Substances designed to mimic illegal drugs
Telecommunications equipment and telephone sales
Telemarketing
Timeshares
Tobacco, e-cigarettes, vaporizers and accessories including e-juice
Virtual currency that can be monetized, re-sold or converted to physical or digital goods or services or otherwise exit the virtual world or related services
Weapons and munitions
15. License of Partner's content to MyGaragePlus
The Partner hereby grants MyGaragePlus a non-exclusive, royalty-free, irrevocable, and worldwide right and license (or sublicense as applicable) to use, reproduce, distribute, sublicense, communicate, and make available content that partners publishes on the MyGaragePlus Website and MyGaragePlus App and on their Partner Profiles on the MyGaragePlus Website and the MyGaragePlus App, and for any other purposes which are necessary for MyGaragePlus or required by MyGaragePlus to exercise its rights and perform its obligations under this Agreement. MyGaragePlus may sublicense, make available, disclose and/or offer the Partner content to Affiliates and third parties. In no event shall MyGaragePlus be liable to the Partner for any acts or omissions on the part of any third-party platforms. The sole remedy available to the Partner in respect of such third-party platforms is to (a) request MyGaragePlus (which has the right and not the obligation) to disable and disconnect with such third-party platforms in respect of the Partner; or (b) terminate this Agreement, in accordance with Section 18.
The Partner hereby grants MyGaragePlus the right to:
remove, edit, cut-down or otherwise amend content supplied by the Partner that is published on the Partner Profile or elsewhere on the MyGaragePlus Website or MyGaragePlus App, including without limitation where such content does not, in MyGaragePlus’s reasonable opinion, comply with the warranties identified in this Section 15, or is otherwise in breach of the terms of this Agreement; and
make use of search engine optimisation services, pay-per-click advertising, and other mechanisms that embody, incorporate or quote (in whole or part) the trading name of the Partner or any brands used in connection with the Partner Services.
The Partner warrants, represents and undertakes that:
all content that the Partner supplies to MyGaragePlus in connection with this Agreement and/or publishes (or provides to MyGaragePlus for publication) on its Partner Profile or elsewhere on the MyGaragePlus Website will be accurate in all material respects and shall not infringe any other person’s rights (including Intellectual Property Rights) or be defamatory, unlawful, offensive, threatening, or pornographic or otherwise falling below general standards of taste and decency; and
it shall comply with all applicable laws and advertising regulations in the marketing, sale and provision of the Partner Services and shall obtain all licenses, consents, authorities, qualifications and insurance it is either necessary or reasonably prudent for the Partner to obtain in respect of all its business activities and personnel (but especially in connection with the provision of Partner Services).
Any breach of the warranties in this Section 15 will be a Material Breach of this Agreement.
16. Indemnity
The Partner hereby agrees to indemnify, keep indemnified and hold harmless MyGaragePlus and its officers, directors and employees, from and against any and all claims, demands, obligations, actual or alleged causes of action and lawsuits and all damages, liabilities, fines, judgments, costs (including settlement costs), expenses associated therewith (including the payment of reasonable legal charges and disbursements) and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis)) and all other reasonable professional costs and expenses arising out of or in connection with any breach by the Partner of any term of this Agreement or arising out of any action brought by any third party relating to the Partner Services provided (or not provided), or actions (or failures to act), of the Partner or any person (other than MyGaragePlus) acting on its behalf, including, without limitation any action brought in connection with any Data Protection Legislation, Intellectual Property Rights, or a Customer visit to the Partner's place of business.
The Partner acknowledges that MyGaragePlus enters into this Agreement for its own benefit but also as an agent for the benefit and on behalf of each of its officers, directors and employees (each an “Indemnified Third Party” and, collectively, the “Indemnified Third Parties’”) and that the rights in respect of indemnification set out this Section 16 shall be rights and benefits of each such Indemnified Third Party (as if, in each case, a party to this Agreement in its own right). Such rights shall be enforceable under this Agreement by MyGaragePlus as agent for each such Indemnified Third Party. Notwithstanding the foregoing, the Partner and MyGaragePlus may agree in writing to amend any provision of this Agreement without the consent of any of the Indemnified Third Parties, even if that amendment affects or will affect the rights conferred on any Indemnified Third Party hereunder.
This Section 16 shall survive the termination or expiry of this Agreement.
17. Payment Term
Invoicing: MyGaragePlus will issue an invoice statement to the Partner once a month (the “Invoice Statement”) which will include, among other things, the following contents:
the balance carried over from the previous Invoice Statement (the “Opening Balance”), if any;
what MyGaragePlus owes the Partner in respect of MyGaragePlus Bookings with Online Payments in the period since the last Invoice Statement; and
the resulting account balance (the “Closing Balance”) payable either by MyGaragePlus to the Partner or the Partner to MyGaragePlus.
The Invoice Statement will also itemize all categories of MyGaragePlus Bookings and Service Fees, including
MyGaragePlus Bookings with Online Payments;
Collections and Service Fees from cancellations and no-shows; and
Other Service Fees payable to MyGaragePlus by the Partner that are not directly tied to a collection by MyGaragePlus of payment for a specific MyGaragePlus Booking from a Customer (e.g. an onboarding fee or other professional fee from time to time that may be payable by the Partner to MyGaragePlus).
Partner Payouts: MyGaragePlus will pay Partners daily or weekly in arrears, considering the balance on the Partner Account accrued during the previous day or week (the “Current Balance”). If, for the period of service under consideration, the Current Balance is positive, MyGaragePlus will transfer the amount of the Current Balance to the Partner on the date specified on the MyGaragePlus Website and MyGaragePlus App. Such transfers from MyGaragePlus to the Partner will be made to the Partner’s bank account (the details of which shall be supplied by the Partner on the MyGaragePlus Website and MyGaragePlus App); no further action in respect of the Current Balance will be required by the Partner.
If the Current Balance is negative, the Partner is in debt to MyGaragePlus, and no payout will be remitted to the Partner. If the Current Balance remains negative as of the end of the month, the Partner shall remit the same to the MyGaragePlus forthwith, failing which MyGaragePlus will have a right to recover the same alongwith interest @18% p.a.
If the Current Balance is zero, then for the period under consideration, neither MyGaragePlus or the Partner have any obligation towards each other, and there is nothing further for MyGaragePlus or the Partner to do in respect of that period.
Partner Payment Terms: The Partner and MyGaragePlus mutually accept that all monies collected through the MyGaragePlus Payment Services are owed to the Partner, and that as a commercial agent, MyGaragePlus is unable to draw from these monies for any purpose not explicitly mentioned in this Agreement. The Partner also understands and accepts that its usage of the MyGaragePlus Payment Services is available in consideration for the payment of Service Fees, and that the Current Balance may be either decreased (in terms of debits for Service Fees) or increased (in terms of credits granted by MyGaragePlus) based on specific, strict criteria related to the commercial terms outlined in this Agreement.
Applicable debits (Service Fees) include:
Marketplace Fee: Service Fees owed to MyGaragePlus for provision of the MyGaragePlus Booking Services or the MyGaragePlus Payment Services;
Payment Fee: Service Fees owed to MyGaragePlus for the Partner’s use of the MyGaragePlus Payment Services;
Chargeback: Service Fees imposed by MyGaragePlus as a result of loss Chargebacks related to the Partner’s use of the MyGaragePlus Payment Services;
Chargeback Fee: Service Fees imposed by MyGaragePlus as a result of additional penalties from Chargebacks beyond the amount of loss;
Violation: Service Fees owed to MyGaragePlus for the Partner’s breach of terms outlined in this Agreement or in other commercial agreements executed between MyGaragePlus and the Partner;
Foreign Exchange Fee: Service Fees owed to MyGaragePlus by the Partner in exchange for foreign exchange fees incurred by the Partner via the MyGaragePlus Payment Services.
Applicable credits include
Payment Failure: Credits owed by MyGaragePlus to a Partner to correct for failed payments;
Bonus: Credits owed by MyGaragePlus to a Partner for bonuses granted by MyGaragePlus;
Refund: Credits owed by MyGaragePlus to a Partner as a refund for Service Fees;
Credit: Credits owed by MyGaragePlus to a Partner as a credit or grant towards future Service Fees;
Compensation: Credits owed by MyGaragePlus to a Partner for other types of compensation.
The above lists of applicable debits and credits are comprehensive; neither MyGaragePlus nor its Payment Processors are authorized to debit or credit funds owed to Partners except as explicitly set forth in the use cases above. Invoices generated by MyGaragePlus and provided to Partners will itemize each adjustment to the Current Balance with the applicable reason for adjustment (in cases where multiple reasons may apply, only one justification will be provided).
The Partner and MyGaragePlus mutually accept that for all monies collected, MyGaragePlus receives pre-payments from Customers as the Partner's commercial agent and the Customer's debt to the Partner in respect of that shall be discharged when the payment is received by MyGaragePlus. Further, unless otherwise agreed in writing between MyGaragePlus and the Partner, any onward payment of amounts collected by MyGaragePlus and due to the Partner will be strictly subject to the Partner having provided the Partner Services pursuant to a MyGaragePlus Booking in accordance with this Agreement. Subject to the preceding condition being satisfied by the Partner, onward payment of any balance will be payable by MyGaragePlus or the Partner, as applicable, as described earlier in Section 17.
Remedies: The Partner shall make all payments due to MyGaragePlus without any deduction. If any sum due from the Partner to MyGaragePlus under these terms is not paid on or before the due date for payment, all sums owing by the Partner to MyGaragePlus shall become due and payable immediately and without prejudice to any other right or remedy available to MyGaragePlus, MyGaragePlus shall be entitled to:
suspend or terminate its provision of the MyGaragePlus Services and this Agreement, including disabling the Partner Profile or access to the MyGaragePlus Website or MyGaragePlus App, until arrangements as to payment or credit have been established which are satisfactory to MyGaragePlus;
charge the Partner the cost of obtaining judgment or payment, to include all reasonable professional costs (including legal fees) and other costs of issuing proceedings or otherwise pursuing a debt recovery procedure; and
where the Partner has multiple venues with MyGaragePlus, offset the sums due from Partner to MyGaragePlus against payments due by MyGaragePlus to the Partner in relation to those other venues.
Payment Methods: The Partner shall make all payments due to MyGaragePlus through the Bank Transfer without any deduction whether by way of set-off, withholding, counterclaim, discount, or otherwise. If any sum due from the Partner to MyGaragePlus under these terms is not paid on or before the due date, The Partner shall be responsible for any refunds, chargebacks, banking charges, or other administrative expenses (“Bank Charges”) incurred by MyGaragePlus as a result of Partner’s failure to notify MyGaragePlus in advance of changes in payment details and/or arrangements, including but not limited to:
bank account details;
cancellation of a direct debit mandate;
insufficient funds;
card expiry
MyGaragePlus reserves the right to deduct any sums payable to MyGaragePlus by the Partner and any such Bank Charges, from any balance collected by MyGaragePlus on behalf of the Partner, prior to onward payment of the Current Balance to the Partner.
All payments due from MyGaragePlus to the Partner shall be made via bank transfer using the bank details provided by the Partner to MyGaragePlus in the MyGaragePlus Website and MyGaragePlus App (and as set out in the Invoice Statement). It is the Partner’s responsibility to ensure that these details are correct. MyGaragePlus will only make payments due to the Partner directly to the Partner, and cannot make payments to any third party. The Partner shall fully indemnify MyGaragePlus and hold MyGaragePlus harmless against any losses, damages, or claims arising out of the Partner’s failure to notify MyGaragePlus of a change of bank account details, including but not limited to any Bank Charges incurred by MyGaragePlus as a result.
In the event of a dispute between MyGaragePlus and the Partner, any undisputed amount of Service Fees will be paid in accordance with this Section 17 to MyGaragePlus. The Partner must notify MyGaragePlus of its disagreement within 7 days of receipt of the Invoice Statement setting out in detail the reason. If the Partner fails to do so, the Invoice Statement shall be deemed accepted by the Partner.
The Partner is responsible for withholding and reporting taxes applicable to the Service Fees in accordance with all applicable laws and the requests of the relevant tax authorities, including for any interest and penalties imposed for late payment or failure to withhold. If required, the Partner shall be solely responsible for agreeing with the relevant tax authorities on the tax treatment of the Service Fees. The Partner shall on the request of MyGaragePlus provide copies of tax payment certificates and/or tax exemption certificates. The Partner represents and warrants that it is duly registered with all relevant tax authorities, where applicable.
Further Acknowledgements: The Partner understands and acknowledges that MyGaragePlus is a commercial booking agent and does not provide the Partner Services to the Customer. The contract for the Partner Services is between the Partner and the MyGaragePlus Customer and as a result, it is the Partner’s responsibility, if the Partner is registered for indirect taxes, to charge indirect tax on the total value of the MyGaragePlus Booking and to provide a tax receipt to the Customer, if requested. MyGaragePlus only charges indirect tax, if any to the Partner on the Service Fees, in consideration for the provision of the MyGaragePlus Services.
In the event of fraudulent or alleged fraudulent activities by the Partner or if MyGaragePlus is required by law, court order, governmental instruction, arbitrational decision, or by its cancellation policy to make a refund, of all or part of a MyGaragePlus Booking, MyGaragePlus reserves the right to claim a repayment from the Partner of any amount required to be repaid by MyGaragePlus to the Customer and for any Bank Charges relating thereto.
18. Term of Agreement
This Agreement commences on the Effective Date and will continue in effect unless terminated in writing on not less than 30 days’ written notice by either party.
Either party shall be entitled to terminate this Agreement with immediate effect by written notice to the other if:
the other party commits a Material Breach of any of the provisions of this Agreement (as defined throughout this Agreement), and either that breach is not capable of being remedied or, in the case of a breach capable of remedy, that party fails to remedy the same within 7 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied; or
the other party is in persistent non-material breach (whether remediable or not) of any of the provisions of this Agreement;
an encumbrancer takes possession or a receiver is appointed over any of the property or assets of that other party;
that other party makes any voluntary arrangement with its creditors or becomes subject to an administration order;
that other party goes into liquidation (except for the purposes of amalgamation or reconstruction and in such manner that the company resulting there from effectively agrees to be bound by or assume the obligations imposed on that other party under this Agreement);
anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to that other party; or
the other party ceases, or threatens to cease, to carry on business.
Termination of this Agreement, however arising, shall not affect any of the parties’ rights and remedies that have accrued as of termination.
19. Confidentiality
Each party acknowledges that, whether by virtue of and in the course of this Agreement or otherwise, it may receive or otherwise become aware of information relating to the other party, their marketing plans, their clients, customers, businesses, business plans, finances, technology or affairs, which is proprietary and confidential to the other party (“Confidential Information”).
Each party undertakes to maintain and procure the maintenance of the confidentiality of Confidential Information at all times and to keep and procure the keeping of all Confidential Information secure and protected against theft, damage, loss, or unauthorized access, and not at any time, whether during the term of this Agreement or at any time thereafter, without the prior written consent of the owner of the Confidential Information, directly or indirectly, use, disclose, exploit, copy or modify any Confidential Information, or authorize or permit any third party to do the same, other than for the sole purpose of the performance of its rights and obligations hereunder.
The terms of and obligations imposed by this Section 19 shall not apply to any Confidential Information which:
at the time of receipt by the recipient is in the public domain;
subsequently comes into the public domain through no fault of the recipient, its officers, employees or agents;
is lawfully received by the recipient from a third party on an unrestricted basis; or
is already known to the recipient before receipt hereunder.
The recipient may disclose Confidential Information in confidence to a professional adviser of the recipient or if it is required to do so by law, regulation, or order of a competent authority. This Clause shall survive the termination or expiry of this Agreement.
20. Liability
Limitations of Liability. Without prejudice to the next paragraph, MyGaragePlus’s maximum aggregate liability under or in connection with this Agreement, or any related contract, whether in contract, tort (including negligence), or otherwise, shall in no circumstances exceed the Service Fees due and payable to MyGaragePlus hereunder on the date of the event giving rise to the relevant claim. Further, MyGaragePlus shall not be liable for any loss of income or profits, loss of contracts, goodwill, or other intangible losses or for any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise (even if MyGaragePlus has been advised by the Partner of the possibility of such loss or damage).
This Section 20 in its entirety shall survive the termination or expiry of this Agreement.
21. Miscellaneous
Interpretation. The division of this Agreement into articles and sections is for the convenience of reference only and shall not affect the interpretation or construction of this Agreement.
Consent to Communication. MyGaragePlus may contact the Partner via e-mail, telephone, SMS, or WhatsApp using the contact information provided on the MyGaragePlus Website and MyGaragePlus App and may be in connection with MyGaragePlus Bookings or other questions regarding MyGaragePlus Services and/or the Partner Services.
Intellectual Property Ownership. All rights to the Website, App, Partner Sites, and the content on it (save for Partner Content) (and all other Intellectual Property Rights belonging to or licensed to MyGaragePlus) remain vested in MyGaragePlus at all times. Nothing in this Agreement shall give the Partner any rights in respect of any such Intellectual Property Rights or of the goodwill associated therewith. In order to streamline the Website and the content on it (including the Partner Content), MyGaragePlus may, at its absolute discretion and from time to time, amend the format, content, and style of venue page descriptions, photos, and menus.
Change of Control. In the event of a change of control or senior management of the Partner, the Partner must bring the existence and terms of this Agreement to the new owner or manager’s attention and inform MyGaragePlus of the relevant new personnel’s contact details.
Notices. Any notice, invoice or other communication which either party is required to serve on the other party shall be sufficiently served if sent to the other party at the address specified in this Agreement (or such other address as is notified to the other party in writing or by email). Notices sent by registered post or recorded delivery shall be deemed to be served three Business Days following the day of posting. In all other cases, notices are deemed to be served on the day when they are actually received.
Amendments. We have the right to revise and amend these terms and conditions from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements, and changes in our system's capabilities, so please review our terms regularly.
Nature of Relationship. The relationship of the parties is that of independent contractors dealing at arm’s length. Except as otherwise stated in this Agreement, nothing in this Agreement shall constitute the parties as partners, joint ventures or co-owners.
Successors and Assignees. Neither party may assign, transfer, charge, sub-contract or otherwise deal with any part or all of this Agreement without the prior written consent of the other party (not to be unreasonably withheld, conditioned, or delayed).
Rights of Third Parties. A person who is not a party to this Agreement has no right to enforce any term of this Agreement.
Non-Waiver of Rights. The failure of either party to enforce or to exercise at any time or for any period of time any term of or any right pursuant to this Agreement does not constitute, and shall not be construed as, a waiver of such term or right and shall in no way affect that party’s right later to enforce or to exercise it.
Severability. If any term of this Agreement is found to be illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining terms, be deemed omitted from this Agreement and shall in no way affect the legality, validity or enforceability of the remaining terms.
Entire Agreement. This Agreement contains all the terms agreed between the parties regarding its subject matter and supersedes any prior agreement, understanding, or arrangement between the parties, whether oral or in writing.
Governing Law. This Agreement shall be governed and interpreted in accordance with the laws of the United Arab Emirates. The parties submit to the exclusive jurisdiction of the courts in Abu Dhabi, United Arab Emirates to settle any dispute arising out of this Agreement.
