Terms and Conditions For Agencies

Welcome to Arabity!

Please read these Terms and Conditions carefully before using or dealing with any of our services through our website or mobile applications as they contain important information about limitations of liability and resolution of disputes. You should also read our Privacy Policy .

If you do not accept all of these Terms, then please do not use the Services.

We may modify, revise or update these Terms and/or the Privacy Policy, at any time, by updating this posting.
You should visit this page from time to time to review the then- current Terms because they are binding on you.
Your continued use of our Services, following the posting of conspicuous notice of any modification,
will be subject to the Terms in effect at the time of your use.

General Conditions

In this Agreement, we agree to use reasonable endeavours:
1. to market your Car Rental services and/or extras to customers.
2. to ensure that all the customers are made aware that their Car Rental Contract is with You and not with us.
By clicking on the "I AGREE" button, you agree to the terms of this agreement which will bind you.

Definitions

Definitions In this Agreement, the following terms shall have the following meanings:
“Arabity Commission” means the commission payable by you to us for the Services under this Agreement.
“Arabity Services” means the services we provide to you, namely to market to customers the car rental services on Your behalf.
“Agreement” means the agreement comprising of the Marketplace Dashboard and these General Conditions plus any schedules, annexes or appendices thereto, which collectively form and are referred to as “this Agreement.”
“Cancellation” means where a Customer has made a booking for the Car Rental Services and Extras (as applicable) but cancels and fails to enter into the related Car Rental Contract;
“Cancellation Charge” means any fees payable by Customers to Us as a result of a Cancellation or No-show;

“Car Rental Contract”

means a rental agreement made by a Customer with You for the Car Rental Services and any Extras (as applicable);

“Car Rental Services”

means the car rental services which You provide to Customers, subject to each of the Customer’s meeting the Principal Requirements; “Car Rental Sale Price”
means the gross amount paid by each of the Customers for or in respect of the Car Rental Services together with any mandatory fees and Taxes properly chargeable thereon excluding any Extras;

“Confidential Information”

means all confidential information (however recorded, - contractors and - preserved or disclosed) disclosed by a party (or its employees, agent, sub professional advisors) to the other party (and/or that party’s employees, agents, sub contractors and professional advisors) whether before, on or after the date of this
Agreement that is (1) connected to the terms of this Agreement; or
(2) would be regarded as confidential by a reasonable business person including information relating to the business, finances, affairs, customers, clients, suppliers, plans, proposals, proprietary products, source codes, or trade secrets, trading prospects and the operations and processes of the disclosing party or one of its group;
(3) any information or analysis derived from Confidential Information, but excluding any information that:
(a) is or becomes generally available to the public other than as a result of breach of this Agreement; or
(b) was lawfully received by the receiving party from a third party not under an obligation of confidentiality; or
(c) the parties agree in writing is not confidential or may be disclosed; or
(d) was independently developed by the receiving party without reference to or reliance upon any Confidential Information;
“Content” means all text and graphic content (including the Principals Requirements), pricing data (including the Rates), photographs and any other material, including any Intellectual Property in the same, owned or used by You from time to time in relation to Your business and made available by You to Us via Marketplace for inclusion on the Platforms;
“Customers” means the customers visiting our Platforms who wish to hire vehicles from the Principal in the Territory via Arabity Services;
“Customers” means the customers visiting our Platforms who wish to hire vehicles from the Principal in the Territory via the Agency Services.
-mail “Customer Data” means any information that We transfer to You relating to Customers (including without limitation, for example, Customers' names, addresses, destinations, e addresses, passport, driver’s licence or any other information) which would allow Customers to be identified directly or indirectly.
“Extras” means any additional equipment, drivers, products or services which You may offer to Customers as part of or connected with the Car Rental Contract as may be added and set out on the appropriate page within Marketplace.
“General Conditions” means these general conditions which form part of the Agreement.
“Marketplace” is the online platform used in order to facilitate the transmission and receipt of data (relating to rates, fleet availability and payments.)
“No-show” means where a Customer has made a booking for the Car Rental Services and Extras (as applicable) but does not collect the Vehicle or Extras (as applicable) for any reason.
“Personal Data” means any information which would allow an individual to be directly or indirectly identified.
“Platforms” means the Arabity website, apps.
“Process, Processes, Processed, Processing” means any operation or set of operations that is performed upon Customer Data, including, but not limited to access, use, collection, disclosure, recording, organisation, structuring, retrieving, alteration, and storage.
“Rates” means the rates to be provided by You for the Car Rental Services and/or Extras (as applicable), which shall consist of the final sales prices to be paid by Customers and must include any and all mandatory fees and Taxes.
“Refunded Amount” means any amount refunded to Customers including but not limited to in respect of any deductions made pursuant to the Service Levels and Procedures, the indemnities and/or any other relevant terms of this Agreement.
“Request for Payment” means Your request for the Net Amount which may be requested by - governmental, fiscal or other authority, such as, but not limited to, VAT and car taxes.
“VAT” means value added tax and any similar sales tax in any jurisdiction such as sales tax and goods and services tax.
You via the relevant pages on Marketplace and following such request We prepare on Your behalf (not including any deductions other than in respect of the Agency Commission, Cancellations or No shows.)
“Taxes” means any national, governmental, provincial, state, municipal or local taxes, levies, imports, duties, (sur)charges, (fixed) fees and withholdings of any nature imposed by any

2. Commission

2.1 Subject to clause 3.9 and 3.10, We shall hold the amount(s) paid by Customers in respect of the Sales Price less any Refunded Amounts referable to each Car Rental Contract for You and shall:
1. be entitled to deduct and retain our Arabity Commission from each Sales Price.
2. pay to You the Net Amount.
2.2 In respect of each Car Rental Contract, the Arabity Commission shall be calculated based on a percentage of the Sales Prices (net of VAT), the percentage of which is as set out in the contracts.

3. Payments

3.1 The Arabity Commission due by You to Us for the provision of the Agency Services shall be calculated in accordance with clause 2.
3.2 Such Commission, notwithstanding that We collect the Sales Price from Customers following -up date (i.e. the date a booking as Agent on Your behalf, shall accrue and be payable at the pick of collection of the vehicle specified in the booking).
3.3 All Agency Commission payable under this Agreement is exclusive of Taxes. If You and/or We are compelled to make a deduction or withholding for or on account of any Taxes, You ensure that We are entitled to the full amount of Arabity Commission which We would have received but for such a deduction or withholding. You shall be responsible and liable for the payment and remittance of any Taxes over and above the full (net) Agency Commission payment due from You to Us. VAT shall be added (if appropriate) to the Agency Commission at the rate prevailing at the relevant tax point.
3.4 You shall be responsible for and shall provide the Customers with a valid VAT invoice in relation to the Sales Price and a Car Rental Contract where required.
3.6 At least seven working days after a Car Rental Contract ends, a Request for Payment may be made. The information on the Request for Payment is created by Us based upon sources of information shared by You with Us, which We believe to be reliable. We are not responsible for the accuracy or completeness of the content of such Request for Payment and the results referred to therein, on which You should satisfy Yourself, and We will not have any liability to You for incorrect or incomplete information having been provided or for any inaccuracies in the Request for Payment.
3.7 After We have received the Request for Payment, We shall provide to You via Marketplace an invoice for the total amount of the Agency Commission payable by You. Hard copy invoices will not be posted to You.
3.8 All Net Amounts due must be requested by a Request for Payment within twelve (12) months of the Vehicle drop - off date (“Cut - off Date”). Any amounts requested or invoiced by the Principal after this period will not be honoured.
3.9. should there be a Cancellation or No show, then You shall owe no amount whatsoever to Us in respect of such Cancellation or No - show and We shall owe no amounts whatsoever to You in respect of such Cancellation or No show - -.
3.10 Should there be a Cancellation or No-show, We shall be able to levy an independent Cancellation Charge on the Customer.
3.11 You are responsible for reconciling the Summary of the Completed Bookings, Agency Commission and Net Amount against the invoices and remittance advice, any discrepancies must be raised with Us within 14 days of the remittance advice date by sending an email to the email address provided. Any dispute should clearly identify the affected bookings and provide a clear rationale for the discrepancy and/or dispute. Any discrepancies or disputes raised after 14 days of the invoice date will not be considered. Our decision in relation to such discrepancies and/or disputes shall be final.

4. Exclusivity

‘Exclusive’ means that We are the exclusive intermediary providing the Agency Services for ‘Non- services the same or similar to the Agency Services and We de facto become a Non- exclusive agent, the Agency Commission percentage shall immediately revert to the standard Agency Commission percentage as set out in Marketplace for all applicable locations. You and if so we may agree an Agency Commission percentage that reflects this relationship. exclusive’ means there are other intermediaries providing services the same or similar to the Agency Services on behalf of You. Should You allow other intermediaries to provide

5. Your Warranties and Undertakings

5.1 You warrant and undertake that You: will provide Us with Your Requirements via Marketplace. will provide the Car Rental Services and any Extras selected at the Rates You record in the Pricing pages of Marketplace and in accordance with all applicable laws, statutes, regulations, industry guidelines and/or codes of practice including without limitation all applicable health and safety legislation.
will be responsible for inputting and updating on a regular basis all relevant information into Marketplace to enable the sale of vehicles and Extras under this Agreement, including but not limited to the Requirements, Rates, availability and/or any other information. Any information provided to Us by You shall at all times be accurate, not misleading or fraudulent and shall be compliant with all applicable laws, statutes, regulations, industry guidelines and/or codes of practice. In particular, terms, conditions, fees and Taxes shall all be provided in a clear and accurate manner that We are able to pass on to the Customers and We shall have a right to challenge or refuse to provide to Customers any terms, conditions, fees and Taxes that We reasonably believe are not compliant with any applicable laws, statutes, regulations, industry guidelines and/or codes of practice.

shall not make any changes to the Requirements, Rates or any other terms after a booking has been made by Customers, unless and until required to do so by law (except for any changes in Taxes comprised in the Rates or otherwise) and providing Customers are notified of such changes with as much notice as possible, as permitted by law, in writing;
have and will have all necessary (tax) registrations, permits, licences and authorisations necessary for carrying out its business, providing the Car Rental Services and Extras and complying with its obligations under this Agreement; will be responsible for the guaranteed provision of safe, good quality vehicles and Extras to Customers who have booked and prepaid for the vehicles and Extras via Us and/or Our affiliates (a booking is deemed accepted automatically once We have sent You a booking request). You shall also ensure that Customers are provided with professional services at all times;
in the event of any damage to the vehicles and/or Extras caused by the Customer (“Damage”), save as follows, You shall only charge the Customers: (i) the actual and true net cost of repairing such Damage including passing through any discounts or rebates that have been applied to such costs; and/or (ii) by attributing a fair and reasonable value to any write down of the vehicle’s value; and these costs can be substantiated by copies of any repair invoices, photographs or an independent third party’s opinion upon Our written request. This does not prejudice Your ability to charge any other lawful fees to the Customers, such as loss of use fees or administration charges, associated with such Damage;
will not use or retain any of the Customer Data or any other information, data or details held or processed by it in relation to any of the Customers for any purpose (including but not limited to direct marketing purposes) other than as required for the performance of its obligations under this Agreement, namely providing the Car Rental Services and Extras (as applicable) to Customers;
pre-establish and maintain good security practices in the selection and use of passwords on its own systems and on Our systems to which You are given access and ensure all users follow those practices. You shall notify Us immediately in the event that Your password is lost or stolen. will not (nor attempt to) solicit, attract or persuade Customers to contract directly with You without the assistance of the Agent or otherwise divert orders for vehicle hire from Customers away from Us. will ensure that You comply with all of Our mandatory policies as set out in Marketplace, including but not limited to Cancellation, amendment and No
- show policies. ensure that You adopt the appropriate mandatory charges, fees and Taxes, as set out in Marketplace, and include such fees in the Sales Price.

● ● ● 5.2 You agree to perform your obligations in accordance with this Agreement and:- ● in accordance with Our reasonable standard policies and procedures in force from time to time; ● ●

in such a way so as to maintain Our goodwill and high reputation; in accordance with the Service Levels and Procedures and subject to any additional service level terms or procedures as communicated to You through Marketplace from time to time;
● shall ensure that when each vehicle is provided to Customers it is in a good condition, provide to Us or the Customers on demand copies of such documentation. ●
clean, roadworthy, fully taxed and insured and has the benefit of any necessary vehicle inspection certifications (e.g. for road safety or environmental standards) and You can in the event that the class of vehicle booked by Customers is not available, You shall provide Customers with a higher class of vehicle (in the Customer’s reasonable opinion) at the same rate and at no extra charge as the vehicle class originally booked, however for the avoidance of doubt You shall ensure the vehicles booked are guaranteed as available in accordance with clause 5.1(f).
5.3 You agree to provide Us with the best market Rates at the relevant time. Please NOTE: We undertake investments to attract consumers to, and enable them to compare Car Rental Services on, Our Platforms. Clause 5.3 aims to ensure that Rates and availability conditions posted on the Platform are competitive, so that consumers may benefit from lowered search costs, and to prevent that a supplier would ‘free ride’ on significant investments undertaken by Us.
5.4 Without prejudice to any other provisions of this Agreement, If You receive any complaint (whether from Customers or Us) regarding any matter to which this Agreement relates (each a “Complaint”), You shall investigate the Complaint promptly and comprehensively and take such steps as We may reasonably request to remedy the matter or matters giving rise to the Complaint.
5.5 You shall not charge or demand payment from Customers in connection with any pre- payable amounts related to the Agency Services or Car Rental Contract. You shall be entitled to charge Customers a deposit to cover any car insurance excesses and/or other loss or damage not covered by Your car insurance policies, or other charges in accordance with the terms and conditions of the Car Rental Contract, provided these are not a pre-payable amount. You shall provide Us with Rates that allow Customers to pre-pay all mandatory, fixed fees and Extras associated with the Car Rental Contract (save for any that are only capable of being paid at pick- up, in which case You shall provide us with details of these).
5.6 You shall maintain all books, records and reports (including invoices to the Customers or otherwise) as may be/have been required for the purposes of any reporting, remittance or payment of any Taxes, for the period as required by law in the Territory following the completion of the Car Rental Contract. You shall provide to Us on demand details and copies of any such books, records and reports in order for Us to comply with Our own liabilities for Taxes and/or requests from any governmental, fiscal or other authority in relation to such Taxes.

6. Party Obligations

6.1 Both parties agree to perform their obligations in accordance with this Agreement and:- A. B. C. in an ethical manner; in compliance with all applicable laws, statutes, regulations, industry guidelines and/or codes of practice; using reasonable skill and care.
6.2 Both Parties shall use reasonable endeavours to not disparage, bring in to disrepute and/or speak detrimentally of the other, or cause and/or carry out any activities that may cause damage to the other’s name, brand, reputation, goodwill, business or relationships with any of its partners and/or other third parties.
6.3 Each party shall be responsible for its own costs relating to the use, development and maintenance of Marketplace. The parties acknowledge that the operation of Marketplace will not be uninterrupted or error
- free and may be subject to temporary shutdowns due to causes beyond the reasonable control of the parties. Marketplace is provided “as is” and without warranty of any kind.

7. Confidentiality

7.1 Each party undertakes that it shall not at any time during the Term of this Agreement, and for a period of five years after termination of this Agreement, disclose to any person any Confidential Information, except as permitted by clause 7.2 and 7.3.
7.2 Each party may disclose the other party's Confidential Information:
A.
to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 7; and as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. B.
7.3 Each party can disclose any Confidential Information to any member of its corporate group, and such party shall ensure that any member of its corporate group to whom the confidential information is disclosed shall comply with this clause 7.

8. Term and Termination

8.1 The Parties agree that this Agreement shall come into force and have effect from the date of acceptance by Us of Your application to join Marketplace and the date on which You are set “live” on Marketplace (the “Commencement Date”) and shall continue until either Party terminates the Agreement in accordance with the terms set out in this clause 8.
8.2 You may terminate this Agreement immediately by providing written Notice to Us.
In the event that You remove Your vehicles from Marketplace and/or have no availability, We may deem this as notice from You to Us that this Agreement has been terminated by You, notwithstanding the provisions on notices in clause 9.
8.3 We may terminate this Agreement immediately at any time in the event of (i) a legal or regulatory obligation requiring termination of the Agreement in a manner which does not allow Us to provide 30 calendar days’ notice, (ii) an imperative reason under applicable law (for example but not limited to, where We cannot reasonably be expected to continue the contractual relationship, considering all the circumstances and weighing the interests of both You and Us), (iii) a repeated infringement of this Agreement or (iv) a material breach, including but not limited to instances of illicit or inappropriate content, fraud, data breaches or a breach of any of clauses 12.14 to 12.15. In such case, and subject to clause 8.6, We shall provide You with a notice in
8.5 Where in this clause 8 We are otherwise required to provide You with a statement of reasons, We shall not be required to provide You with a statement of reasons:
(1) insofar as it would infringe a legal or regulatory obligation not to provide the facts/circumstances/grounds or
(2) where You have repeatedly infringed the Agreement resulting in its termination. 8.6 The termination of this Agreement shall not affect any accrued rights or liabilities of any Party nor any other rights of the terminating Party in relation to the matter in giving rise to the termination nor shall it affect the coming into force or the continuance in force of any provisions of this Agreement which are expressly intended to come into or continue in force on or after such expiry or termination.
8.7 On termination of this Agreement (for whatever reason) the following provisions shall apply: A.B.C. - each Party shall promptly return to the other or dispose of in accordance with that other’s instructions all Confidential Information and other data and documents and copies thereof disclosed or supplied to it pursuant or in relation to this Agreement and shall certify in writing to the other when the same has been completed;
We reserve the right to reallocate any pre-booked rentals to alternative supply partners. This right also applies in the event that You have been suspended or excluded from sale/bookings for any reason;
Subject to 8.7(b), You shall honour any pre booked rentals and shall continue to provide the applicable Car Rental Services and Extras in respect of all pre-booked rentals booked prior to expiry or termination of this Agreement
(“Post terms of this Agreement shall remain in full force and effect for such period as may be Termination Services”),
and the necessary to enable the completion of the Post - Termination Services; A final Request for Payment should be made within 60 days of termination or (if later) completion of the Post
- Termination Services;
We will use reasonable endeavours to produce a final invoice within 70 days of termination or (if later) completion of the Post Termination Services.
D. E. -

9. Notices

9.1 All notices and consents to be given under this Agreement (collectively "Notices") shall be in writing and shall be addressed to the Managing Director or Chief Executive Officer of the recipient. Notices shall be:
where Notice is sent by You to Us, by sending such Notice to us through the A. B. C. Notices cannot be served via fax.
9.2 Provided that the Party sending a Notice has complied with the requirements set out in clause 9.1, Notices shall be deemed to have been received by the addressee: 1. 2. communication channels within Marketplace as available to You; or where the Notice is sent by Us to You, We may serve Notice solely via email or via Marketplace at our discretion. You shall ensure that You provide Us with an up to date email address and/or shall check Marketplace regularly for any Notices.
on the same day on which it was sent by email; or on the same day on which the Notice was posted or communicated on Marketplace;

10. Insurance

10.1 Throughout the Term and for a period thereafter as required by law You shall maintain in force public liability insurance, vehicle insurance (covering damage and injury to or caused by vehicles and the drivers and passengers of vehicles) and any other insurance that is required by law in the Territory in respect of Your business activities, in each case with reputable insurance companies and with no less than the minimum amount of insurance cover required by law in the Territory or such other amount of cover as We may reasonably specify from time to time.
10.2 On Our request, You shall provide Us with copies of the insurance policies and/or insurance policy certificates and evidence that the premiums have been paid up to date. 10.3 You shall do nothing to invalidate any insurance policy or to prejudice Our entitlement under it and shall notify Us if any policy is (or will be) cancelled or its terms are (or will be) subject to any material change.

11. Liability

11.1 Your liabilities under this Agreement shall not be deemed to be released or limited by Your taking out the insurance policies referred to in clause 10.1.
11.2 You acknowledge and agree that the Car Rental Contract is made between You and the Customer and that We will have no liability whatsoever in respect of any costs, expenses, liabilities (including any liability for Taxes), injuries, direct, indirect and consequential loss (all three (3) of which terms include pure economic loss, loss of profits, loss of business and/or depletion of goodwill), damages, claims, demands, proceedings and/or legal costs incurred or suffered by the Customers and/or You under or in connection with any Car Rental Contract.
- 11.3 The following provisions set out the entire liability of the parties, their affiliates and partners and their respective employees, directors, agents and/or sub contractors in respect of any breach of this Agreement, any claim under an indemnity, any breach of statutory duty, any representation, or any tortious act or omission, including negligence, arising under or in connection with this Agreement (“Liability”).
11.4 Subject to clause 11.5 and 11.6 the total aggregate Liability which arises from or in connection with this Agreement shall not exceed the aggregate Arabity Commission (excluding Taxes) paid to Us by You during a period of 12 months immediately preceding the date on which the first notification of a claim for Liability is made in writing to either party or any of their affiliates and partners or any of its or their respective employees, directors, agents or sub if such notification of claim arises during the first twelve (12) months of our working relationship 11.5 Subject to clause 11.6, neither party shall have Liability for:
A.loss of profit or anticipated profit (in each case whether direct, indirect or consequential); B. C. D. E. F. G. contractors (or with You, then calculated by reference to such amount paid assuming that the full twelve (12) month period had occurred calculated on a pro rata basis adjusted for Our typical seasonality).
loss of revenue, loss of production, loss of contract, loss of business or economic loss (in each case whether direct, indirect or consequential);
loss of goodwill, loss of reputation or loss of opportunity (in each case whether direct, indirect or consequential); loss of anticipated savings or loss of margin or loss of overhead recovery (in each case whether direct, indirect or consequential);
loss of data (whether direct, indirect or consequential); liability of Customers to third parties (whether direct, indirect or consequential); or indirect, consequential or special loss.
11.6 Nothing in this Agreement shall operate to exclude or limit the Liability of either party for:
● death or personal injury caused by its negligence; or
● fraud or fraudulent misrepresentation; or
● Liability under the indemnity contained in clause 13; or
● deliberate breach of this Agreement by either party; or
● any matter for which the parties are not permitted by law to exclude or limit, or to attempt to exclude or limit, its liability.

12. General Terms

12.1 Each party warrants that it has full capacity and authority to enter in to and perform the obligations under the terms of this Agreement.
12.2 We reserve the right to update or amend these General Conditions (plus schedules, annexes or appendices thereto) from time to time. Any update or amendment shall take effect 15 days after the date a Notice (“Contract Update Notice”) is provided to You unless the Contract Update Notice specifies a longer notice period (“Notice Period”). Such Contract Update Notice may be via email and/or on Marketplace. You may terminate this Agreement during the Notice Period and such termination will take effect on the date being 1 month from receipt by You of the Contract Update Notice (or immediately if You do not serve notice to terminate until after that date in the case the Notice Period is longer than 15 days). However, (i) continued use of Marketplace confirms acceptance of the update or amendment or (ii) You can confirm in writing Your acceptance of the update or amendment at any time.
12. 3 Neither party may assign this Agreement or any rights under it nor delegate nor sub- contract any obligations under it without the express written consent of the other party, save that We may assign to any group company without requiring Your written consent.
12.4 Nothing in this Agreement shall constitute or shall be deemed to constitute a partnership or joint venture relationship between the Parties.
12.5 No delay or failure on the part of any Party to exercise or enforce any right or remedy under this Agreement shall constitute a waiver of that right or remedy or any other right or remedy under the Agreement or operate so as to prevent the subsequent exercise or enforcement of any such right or remedy. No waiver shall be valid unless confirmed in writing by the waiving Party.
12.6 If any term or provision of this Agreement or any part thereof shall become or be declared illegal, invalid or unenforceable for any reason whatsoever including by reason of the provisions of any legislation or other provisions having the force of law by any body or authority having jurisdiction over the Parties such term or provision shall be divisible from this Agreement and shall be deemed to be deleted from this Agreement and the remainder of this Agreement shall continue in full force provided always that if any such deletion substantially affects or alters the commercial basis of this Agreement the Parties shall negotiate in good faith to amend and modify the terms and provisions of this Agreement as may be necessary or desirable in the circumstances.
12.7 If any sums are due to Us from You, then We shall be entitled to exercise the right to set-off such sums against any payments due from Us to You under or in relation to this or any other agreement. 12.8 This Agreement may be entered into online by clicking on the sign up button as indicated and subject to the provisions of clause 8.1.
12.9 This Agreement is enforceable only by the Parties and by their successors in title and permitted assigns. The Parties do not intend that any of its terms will be enforceable by any other person or party. 12.10 Each party (including its employees, directors, officers, agents or other representatives) confirms that during the Term it shall:
1. not directly or indirectly

1. offer, promise or give to any third party (including any governmental official or political
party's official, representative or candidate), or
2. seek, accept or get promised for itself of for another party,
2. any gift, payment, reward, consideration or benefit of any kind which would or could be construed as bribery or an illegal or corrupt practice; and
3. put in place and maintain its own policies and procedures to ensure compliance with the relevant anti-bribery and anti-tax evasion / facilitation of tax evasion requirements and will enforce them where appropriate. 12.11 On Our request at any time throughout the Term, You shall (within the time period provided by Us) fully complete and provide to Us or any advisor to Us any screening or re- screening questionnaire and/or associated documents or records as are required by Us for the purposes of Our Sanctions screening policy.
,

13. Indemnity

13.1 Subject to the provisions of clause 11 You shall at all times during the Term and thereafter indemnify Us, (“Indemnitee”) fully against all claims, fines, liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other costs and expenses) suffered or incurred by the Indemnitee arising out of or in connection with:
A. any material breach or negligent performance or non-performance by You, Your employees, agents and/or permitted subcontractors of the warranties and obligations contained in clause 5 (in particular the guarantee of provision of good quality vehicles);
B. the exercise by Us of the right contained in clause 8.7(b) following a breach by You, Your employees, agents and/or permitted subcontracts, or following Your insolvency/bankruptcy;
C. any breach of the intellectual property provisions at clause 14.2 by You, Your employees, agents and/or permitted subcontractors;
D. any breach of the Data Protection provisions at clause 15 by You, Your employees, agents and/or permitted subcontractors;
E. any claim made against Us by a third party (including in respect of death, personal injury or damage to property) arising out of or in connection with the Car Rental Services, Extras or vehicles, to the extent that such claim is attributable to any act or omission of the Principal, Your employees, agents and/or permitted subcontractors;
F. any claim made against Us by a third party arising out of or in connection with Your, Your employees, agents and/or permitted subcontractors breach of any applicable laws, statutes, regulations, industry guidelines and/or codes of practice

14. Intellectual Property

14.1 You hereby grant to Us a non-exclusive fully paid-up, royalty-free licence for the Term of this Agreement to use, reproduce, have reproduced, distribute, communicate, make available in any method and in any and all media including to the public, copy, display, modify and adapt the Content in relation to the provision of the Agency Services for the purposes of exercising Our rights and performing Our obligations under this Agreement, together.
14.2 You shall remain the owner of such Content and Intellectual Property in the Content.
You warrant that the receipt, use and onward supply of the Content by Us, we shall not infringe the rights, including any Intellectual Property rights, of any third party.
14.3 We shall remain the owner of our trademarks and any data, including but not limited to the Customer Data, booking data and any Intellectual Property, we provide to You via Marketplace or otherwise.
You shall not use any trademarks or other Intellectual Property, both registered and unregistered, owned or used by Us from time to time without prior written approval.

15. Data Protection

15.1 Each Party warrants that it will duly observe all its obligations under Applicable Data Protection Law.
15.2 We warrant that any Personal Data disclosed by You (for example Your contact details) on Marketplace shall be subject to the appropriate technical and organisational measures against the unauthorised or unlawful Processing of Personal Data and against the accidental loss or destruction of, or damage to Personal Data.
15.3 To the extent permitted by the Applicable Data Protection Law and subject to the conditions, warranties, and undertakings set out below, We shall provide You with Customer Data for the purposes of providing Car Rental Services to such Customers in accordance with the terms of this Agreement.
15.4 For the avoidance of doubt Customer Data does not include any data provided directly to You or Your permitted subcontractors by Customers.
15.5 Upon receipt of the Customer Data, You shall act as an independent Data Controller and shall be solely responsible for the processing of the Customer Data for the purposes set out in this Agreement You shall remain at all times the Data Processor of the Customer Data and warrant that You shall: A. B. C. D. for Process the Customer Data only to the extent, and in such a manner, as is necessary for the purposes of the Agreement and in compliance with Applicable Data Protection Law and in accordance with Our instructions as set out in this clause;
not use Customer Data for any commercial, promotional or marketing purposes, including but not limited to, You shall not (i) use the Customer Data to send (directly or indirectly) any unsolicited email or make any unsolicited calls or (ii) use it any purpose, save as set out otherwise in this Agreement;
take appropriate technical and organisational security measures to safeguard and maintain the confidentiality and secrecy of the Customer Data and to protect it against the unauthorised or unlawful Processing of Customer Data and against the accidental loss or destruction;
cooperate with, and provide all reasonable assistance to Us in the event (i) a Customer wishes to exercise their rights of access, rectification, erasure, restriction of Processing, data portability, objection to Processing or avoiding automated individual decision making, including profiling, (ii) We are required to demonstrate compliance with our obligations and require information or cooperation from You or (iii) of any legally binding request for disclosure of the Customer Data by any government authority (including any data protection agency, law enforcement agency or other regulatory authority) or requests from competent regulators, unless otherwise legally prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation; limit access to the Customer Data solely to those of Your employees, agents, subprocessors and consultants (“Permitted Persons”) who require access to the Customer Data as strictly necessary for the purpose of performing the Car Rental Services under this Agreement;
E.
F. ensure that all Permitted Persons: 1. are informed of the confidential nature of the Customer Data;
2. have been provided with appropriate written instructions on data protection principles and handling the Customer Data;
3. safeguard and maintain the confidentiality and secrecy of the Customer Data; and
4. are aware that they will be bound by the same obligations imposed on You under this Agreement and the Applicable Protection Data Law;
G. use prudent and diligent methods to ensure that all Permitted Persons:
1. do not copy, publish, transmit, sell, disseminate, reproduce, divulge, disclose or make the Customer Data available to any unauthorised third party; 2. do not use or store Customer Data in an unprotected retrieval system or database;
3. promptly destroy all Customer Data and any copies thereof (including hard and soft copies) as required by the Applicable Data Protection Law; and
4. monitor, enforce and be responsible for the Permitted Persons’ compliance with this clause;
H. in the event that (i) any Customer Data is disclosed by You (including Your Permitted Persons), in breach of this Agreement or Applicable Data Protection Law; or (ii) You (including Permitted Persons) discover, are notified of or suspect unauthorised access, unauthorised or unlawful Processing, any, loss of, damage to or destruction of the Customer Data (“Security Breach”), You will immediately notify Us in writing of any such Security Breach, cooperate fully in the investigation of the Security B reach, and take all measures to end such Security Breach. In the event of a Security Breach You shall, at Your own expense, carry out any and all remediation actions required by Applicable Data Protection Law; and
I. if You receive any complaint, notice or communication which relates directly or indirectly to the Processing of the Customer Data or to either party's compliance with Applicable Data Protection Law and the data protection principles set out therein, You shall immediately notify Us in writing and You shall provide Us with full co-operation and assistance in relation to any such complaint, notice or communication.
15.6 You shall at all times remain responsible and fully liable for the failure of any Permitted Persons to comply with the Applicable Data Protection Law and the terms of this Agreement.
15.7 To the extent permitted by Applicable Data Protection Law, You may use the Customer Data further as strictly necessary for Your own compliance, legal and security purposes
15.8 You understand and acknowledge that We are entitled to cease disclosing or making the Customer Data available at any time and at Our sole discretion. You understand and agree that the Customer Data is provided on an as is basis and that We cannot make any express or implied warranty or representation concerning the accuracy, completeness or usability of the Customer Data. We therefore cannot be held liable for the Customer Data.

16. Force Majeure

Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances, the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for three (3) months, the party not affected may terminate this Agreement by giving seven (7) days' written notice to the affected party.

17. Governing Law and Jurisdiction and Disputes

17.1 The validity, construction and performance of this Agreement and all non- contractual obligations (if any) arising from or connected with this Agreement shall be governed by the United Arab of Emirates Law.
17.2 All disputes, claims or proceedings (including non-contractual disputes or claims) between the Parties arising under or in connection with this Agreement, including relating to its validity, construction or performance, shall be subject to the exclusive jurisdiction of the UAE Courts to which the Parties hereto irrevocably submit.
17.3 In the event of any disputes arising between the Parties, including any that could not be resolved through the internal complaint handling system, the Parties shall make good faith efforts to amicably settle such disputes prior to commencing legal proceedings.