MEMBERSHIP SERVICES AGREEMENT

 

TERMS  AND  CONDITIONS

 

Use of the Services

 

1.      Tejari will provide the Member with access to its online buyer membership services (the “Services”) subject to the terms and conditions of this Agreement.

 

2.      The Member acknowledges that the use of the Services is governed by the Legal Notices and Terms of Use (“Terms”) and Tejari’s Privacy Policy (“Policy”) on Tejari’s website www.tejari.com as amended from time to time. The Member agrees to comply with the Terms and the Policy, which are deemed incorporated herein.

 

3.      The Member acknowledges and agrees that it must register with Tejari prior to using the Services.

 

4.      The Services are provided on a non-exclusive, non-transferable and terminable basis. The Member may not assign or sub-license the use of the Services to any third party. The Member agrees that the use of the Services and the terms of this Agreement are restricted to the Member and shall not extend to the subsidiaries and affiliates of the Member without the prior written consent of Tejari.

 

5.      The Member acknowledges that fees payable under this Agreement are based on and subject to the Annual User Parameters and the Member agrees to use the Services within such Parameters.

 

6.      The Member shall not (and shall not permit any third party to) use the Services or any of Tejari’s websites and sub-domains (the “Site”) in such a manner as to copy, reverse engineer, modify, disassemble, or decompile the Site, Services or any part thereof for any purpose whatsoever.

 

Fees

 

7.      The Member agrees to pay to Tejari the Membership Fee in respect of the Initial Term and each Renewal Term (if applicable) in advance in accordance with the Fee Schedule.

 

8.      The Member agrees to pay to Tejari the Transaction Fees, [Auction Fees (if applicable)] [and Consultation Fee (if applicable)], quarterly within 7 days of receiving an invoice from Tejari for such fees, in accordance with the Fee Schedule. [The Member agrees to pay to Tejari the Installation / Activation Fee (if applicable) within 7 days of receiving an invoice from Tejari for such fees, in accordance with the Fee Schedule.]

 

9.      The Member will be required to sign a separate Cataloging Services Agreement for the creation of Catalogue items.

 

10. Tejari may change the level or basis of charging of the Membership, Transaction, Auction and Consultation Fees (together the “Fees”) by giving the Member one month’s notice in writing.

 

11. If the Member exceeds the Annual Users Parameters. Tejari may change the membership category and/or amend the Fees payable by the Member by notice in writing to the Member.

 

12. In the event that the Member fails to pay the Fees, or any part thereof, within 7 days of the due date for payment of such fees, Tejari may, entirely at its discretion and without further notice to the Member, prevent the Member from using the Services.

 

Term and Termination

 

13. This Agreement shall be valid for a period of one year starting on the date of registration  (the “Initial Term”). After the Initial Term, this Agreement shall be automatically renewed for successive periods of one year each (each the “Renewal Term”) unless the Member gives written notice to Tejari of its intention to terminate this Agreement not less than 30 days prior to expiry of the Initial Term or each Renewal Term (if applicable).

 

14. This Agreement may be terminated without notice by Tejari if the Member: (a) breaches the provisions of this Agreement; (b) compounds with or negotiates for any composition with its creditors generally or permits any judgment against it to remain unsatisfied for 7 days; (c) being an individual or partnership, he or any of his partners dies, has a receiving order made against him or commits any act of bankruptcy; or (d) being a company, calls any meeting of its creditors, has an administrator, administrative receiver or other receiver of all or any of its assets appointed or applied for, enters into any liquidation.

 

15. In the event of termination of this Agreement by Tejari: (a) any Membership Fees paid by the Member in advance shall be reimbursed by Tejari to the Member pro rata for the remaining period of the Initial Term (or Renewal Term, if applicable), except in the event of a termination of this Agreement by Tejari in accordance with paragraph 14 above, in which case no Fees shall be repayable; and (b) the Member shall discontinue the use of all material that would make it appear to the public that the Member is still a member of the Services.

 

16. Tejari shall be entitled to set off any monies due to it from the Member against Fees paid by the Member in advance.

 

17. In the event of termination of this Agreement by either party all indebtedness of the Member to Tejari shall become immediately due and payable.

 

18. The termination of this Agreement (for any reason) shall be without prejudice to any rights or obligations, which shall have accrued prior to such termination and shall not destroy or diminish the binding force of any of the provisions of this Agreement, which are expressly provided to come into force on, or continue in force after, such termination.

 

Notices

 

19. Any notice or other document to be served on a party under this Agreement may be delivered or sent by (a) first class recorded delivery post or (b) email or facsimile confirmed by post, at its address appearing in this Agreement or such other address as it may have notified to the other party in accordance with this clause.

 

General

 

20. The complete or partial invalidity or unenforceability of any provision in this Agreement for any purpose shall not affect the validity or enforceability of such provision for any other purpose or the remaining provisions in this Agreement.

 

21. This Agreement shall be binding on the parties hereto, their respective successors and permitted assigns, heirs and/or legal representatives but it is personal to the Member who may not assign it or any rights conferred on it without Tejari’s prior written consent.

 

22. This Agreement (including the Terms and the Policy) contains the entire agreement between the parties relating to the membership and use of the Services and supersedes all previous agreements between the parties relating to these transactions. There are no other conditions, warranties, terms, representations, collateral contracts, promises or other obligations, whether written, oral, express or implied.

 

Governing Law and Jurisdiction

 

23. This Agreement is governed by and shall be construed in accordance with the laws applied in the Emirate of Dubai, United Arab Emirates.

 

24. Both parties agree to submit to the non-exclusive jurisdiction of the Dubai courts for all purposes relating to this Agreement.

 

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