Mediation Contract

Definitions

In this contract unless otherwise required by the context, the following terms shall have the meanings referred to.

“First Party” refers to “Nool” application and NOOL FOR GENERAL TRADING in the United Arab Emirates.

“Second Party” refers to each one who registers in the application and identifies the services that he will provide to customers for the purpose of providing delivery and/or transportation services to customers by his own vehicle according to the working mechanisms of the application and according to the terms and conditions of this agreement.

“Customer” refers to each one who orders the services provided by the second party through the application.

“Application” refers to Nool application.

“Service” refers to any of the transportation and delivery services in which the second party registers its vehicle through the application.

“Vehicle” refers to the vehicle used by the second party to provide delivery or transportation services through the application for customers.

“Personal Data” refers to the personal data of the customers that is had access to by the second party for performing the services.

“Contract” refers to this document including the terms, conditions and the clauses signed by the two parties.

“Agreement” refers to this contract, the terms and conditions and privacy policy of Nool application, all pages of the application, descriptions of services, all information, the content of services, all instructions and the special agreements made between the first party on one hand and the second party on the other hand.

Preamble

The first party owns an online application called (Nool) that specializes in delivery and transportation services, so the application acts as a broker between the service provider and the customer, then the service provider can register in the application and provide a vehicle to provide the allowed services, and allows customers to access service providers through the application. The second party wishes to benefit from the services provided by the first party to the service providers and this wish has been accepted by the first party, Therefore, the two parties have declared their legal full capacity necessary for contracting and acting and they have agreed and consented to the conclusion of this contract and the performance of the service according to the following clauses and conditions:

Introductory Provisions

1. The preceding preamble shall be deemed to be an integral part of this contract.

2. This contract shall be considered to be an integral part of the terms and conditions of Nool application and the privacy policy and it shall be connected with them in relation to the existence and non-existence. The second party acknowledges that once ha accepts the conditions online, he shall be considered to have signed actually the contract and he acknowledges that they all are one online contract with full conditions and elements between him and the first party.

Subject Matter of The Contract

1. The two parties have agreed that the first party allows the second party to register in the application, to show his services to be booked via the application, to communicate directly with the customers and to provide services to them at its vehicles according to the agreement between them.

2. The first party acts as an online broker between the second party and customers, the first party receives and notifies the second party of the orders through the application to carry them out under the provisions of this contract, the terms and conditions.

Contract Term

1. The two parties have agreed that the term of this contract shall be one year and it shall be renewed for another term in case neither party notifies the other party of its wish not to renew the contract before the expiry of its term and in case of the termination of the contract, each party shall be bound to liquidate the dues of the other party within 7 days from the date of termination.

2. The first party shall be entitled to change the contracting system and turning it into monthly subscription or annual subscription system at any time for a fee or not without having to get the consent of the second party and the new system shall directly apply to the new orders.

Financial Rights

1. The two parties agreed that the first party will get a commission from the second party worth of (10%) Deducted from every booking process made through the application for electronically promoting of the second party services. The commission of the first party is calculated from the value of the actual book process contained in the invoice, excluding the value-added tax.

2. The first party collects electronic payments through the application, and the second party collects cash payments "cash on delivery", and the dues are settled and transferred monthly (the first of every calendar month) to the second party, and the commission due to the first party and the application is final and may not be claimed in any way.

4. In cases of paying cash on delivery, the second party must transfer the commission due to the first party within a maximum period from the date of payment until the beginning of the calendar month directly following the date of the service ordering, and the dues are settled by both parties at the beginning of the calendar month, and if the second party does not pay the commission due from the cases of cash payment on time, then this amount is added to the account of the second party in the application in minus and owes it to the first party, and the first party has the right to deduct the amounts due to it from any subsequent transactions, and the first party has a right of a legal and judicial claim.(4) The second party provides us with the details of his own bank account for the purposes of transferring financial receivables and "the bank account is required to be owned by the second party and the deputizing is not accepted, so it is prohibited to provide a bank account on behalf of others.

5. The first party shall pay the dues of the second party via bank transfers. The second party shall pay the dues of the first party via bank transfers.

6. The second party acknowledges not to claim the payment of any amounts more than those agreed upon within the application from the customer.

7. In case of the termination of the contract for any reason, all the dues shall be settled within 7 days.

Professional Stipulations

1. The second party shall be bound to get all permits and licenses connected with the exercise of his activities and the first party shall not ensure the validity or legality of these permits and licenses and it shall not ensure that they have been issued by their legal competent bodies.

2. The second party shall warrant the property of the means of transport and shipment by which it carries out the services of customers and shall undertake to get all the official documents of these means and shall ensure their fitness and renewal according to the laws in force.

3. The second party must have a valid driving license in force in the city in which he exercises his activity and it is stipulated that he renews it at the legally determined dates and he acknowledges the validity and legality of this license and that he has got it from its legal sources and he shall be criminally responsible in case of otherwise.

4. The second party has the right to use the application for the license period issued to him, and it is prohibited to use the application in case the license expires or it is cancelled.

5. The second party knows and acknowledges that the first party don’t provide any medical insurance to him while driving. The relationship between second party and the first party isn’t an employment relationship.

6. The second party guarantees valid insurance for the vehicle used in the service, as well as providing a valid driving license compatible with the type of vehicle used in the service.

7. The vehicle insurance policy must be valid, provided that it covers ,at a minimum, the civil liability to the others, without violating the relevant regulations and instructions.

8. The periodic technical examination of the vehicle must be valid in accordance with the law.

9. The equipment and necessities for the type of transported goods must be available, in addition to the vehicle's basic equipment.

10. The vehicle must have a valid operating card to carry out goods transport activity on the road.

11. The second party shall be bound to take all precautionary measures sanctioned by the State represented by the Ministry of Health or any other legal body, on dealing with Corona epidemic when delivering requests, when receiving and delivering and in any direct dealing with other persons.

12. In all cases, the second party complies with all the conditions and procedures imposed on him under the laws, regulations and decisions.

Service Orders Managing

1. The second party shall be bound to activate the application on his mobile phone defined in the system before commencing the order of the customer provided that there is the internet service on this mobile phone. The second party guarantees its ability to use the application for the purposes of implementing the services.

2. The second party shall comply with all the regulatory and policies connected with the provision of services provided for in the terms and conditions and the second party knows and agrees that these provisions might change from time to another.

3. The customer communicates with the second party through the application to implement the service orders, and after the second party had accepted, the order goes into effect, and the application issues an electronic bill clarifying (details of the order, details of the amount paid by the customer, delivery/transport fees, tax, and any discounts, etc.). The second party is committed to implement during the period agreed upon and which its maximum limit is indicated in the application. Also the order must be implemented in accordance with the agreement.

4. After the second party had made the transport, he must transfer the order from "into effect" to a "completed order", in this case the customer has the right to object to the service if it is not implemented as required, while showing the refusal to receive the service.

5. The service provider shall undertake not to follow any illegal or illegitimate means as for the carriage or shipment of the goods such as bridge, forgery and other illegal practices. The service provider shall undertake not to accept any offers of carriage or shipment of any illegal goods or those with debts or rights of third parties.

6. The second party guarantees the service in terms of speed, honesty, and maintaining the safety of the goods and the load, undertakes to deliver the goods at the time identified for pick-up and delivery, and also sticks to the amount identified for the service.

7. The second party guarantees the commitment to traffic laws, providing the service within the geographical location identified for providing the service, and not receiving orders outside the geographical scope or orders that are more than the orders it can implement, so that the second party does not cause a poor quality of the application services.

8. The second party guarantees the quality of dealing with the customer in terms of language, style, and respect, and the second party is not allowed to deal with the customer outside the scope of the application.

9. In case of the receipt by the second party of the amount in cash from the customer, the second party shall be liable for paying any fees of the application and paying any amounts decided to the customer in case of the occurrence of a difference between the two parties.

10. The application's administration investigates all complaints provided to it by the customer, the second party and the service provider and the complaint is adjudicated based on information and correspondence proven in the application.

11. If the orders could not be delivered for any voluntary or involuntary reasons, the application will cancel the order and notify the transport process parties about that via the application.

12. The second party shall provide the first party with the reasons in case of cancelling the order during the performance or its incompletion for any reason and the first party shall be entitled to accept or to refuse these reasons according to his vision and to take the appropriate action for this fact.

13. In all cases, the second party agrees to the technical working mechanisms related to service management through the application, which are subject to continuous updating and change in order for the application services to be provided in the best possible way.

14. Through the application, we allow customers to review service providers, and therefore the reviews that the second party gets in the application may affect receiving orders in the future.

Operation of The Service

1. The second party subscribes to the application by registering a service provider account in the application and providing all the data and documents required in the registration form in the application while adhering to the privacy policy of the application regarding the collection, processing, and management of data.

2. The first party revises the data and documents provided by the second party in the application and then activates the second party's account if this data is complete, noting that the second party may be required to update the data and documents that it provides in the application or add new data or documents from time to time.

3. The operation of the service through the application may require governmental procedures or compliance with obligations or terms imposed by the competent authorities or the implementation of laws and regulations designated for the application services or delivery and transportation services in the country or some cities, and all the imposed requirements are mandatory for the second party.

4. The first party shall be entitled to change the operating plans, prices, fees, packages and subscription at any time in increase or decrease or turning the fee service into paid services and the new plans shall directly apply to the new orders.

5. The first party shall be entitled to suspend the operation of the services in case of the breach by the second party of the clauses to this contract or the terms and conditions of the application or the privacy policy as well as the breach of any of our rights, the rights of the customer or the rights of third parties.

6. The first party shall be entitled to suspend one or more services of the available services via the application at any time in case of implementing the laws, decisions or regulations or in case these services have been suspended by the authorities concerned.

7. The second party shall be bound not to provide a new offer for a new order of any customer in case this offer contradicts another offer provided by the second party to another customer in view of the performance time where the two offers are performed within the same period of time.

Offers

1. The second party can deliver offers that it delivers through other online applications within the application to fully benefit both parties.

2. Both parties have the right to agree on delivering exclusive offers to customers through the first party's online applications only, and in this case, the second party has no right to deliver these offers through other online applications.

Advertising and Marketing

1. Each party advertises and markets its services separately from the other party, however, both parties agree to mutually share the names and the brands in advertising for the purposes of marketing campaigns, and each party shall not misuse any names, brands, content, information or data of the other party.

2. Each party shall afford all costs related to the advertising campaigns, advertising and marketing that it conducts for its services, without either party committing to pay any advertising costs conducted by the other party.

Cancellation, Compensation and Return

The second party shall abide by the cancellation, return and compensation terms set forth in the terms and conditions document, as well as any modifications made by the first party on this policy.

Legal Liability

1. In case the second party or his persons destroy all or some of the customer's movables, or caused damages to the places where they provided the service, the second party shall be bound to compensate the customer for the value of the damages amicably, and in case of disagreement, the customer has the right to turn to the competent authorities to take appropriate action and valuation of the damages.

2. In case of the complaints by the customer of the delay of the second party or the breach by the second party of any term of this contract or terms and conditions, the first party shall be entitled to rescind the contract and to terminate all the orders performed by the second party via the application as well as deducting an appropriate amount of the customer form the gross amount paid to the second party.

3. The second party shall incur all the liability and compensations for breaching the license conditions, traffic contraventions, accidents, injuries and death while performing the services whether to the customer or the third parties without any liability of the first party.

4. The second party declares that the first party shall be exempted from any legal liability arising from the communication by the second party with customers. The second party shall relieve the first party of the legal liability for any personal actions done by the customer and the second party has to take all the legal procedures without having recourse against the first party anyway. The second party shall be fully liable for the faults of the persons belonging to him or the persons used by him for carrying out the processes of shipment or carriage.

5. The second party declares that the first party shall be exempted from liability and from being claimed compensations in case in case of the inability of the first party to publish the services due to force majeure such as natural disasters, the disconnection of internet in general, public incidents and the other circumstances of force majeure.

6. The application is only a broker between the customer and the second party, and neither the first party nor the application is responsible for the safety of the load or the operating vehicle and the driver and the customer's material and legal claims.

7. The first party has the right to temporarily or permanently suspend the second party's account in the application or to deprive the second party of using the application if the service is not provided with the required quality.

8. The customer has the right to inform the official authorities or any competent authorities about the second party if there are any excesses or compensation claims if any damage is caused to him, and in this case, the first party has the right to provide all the second party's data that it provided to us or that was collected about it to the official authorities if requested.

9. All Clauses of the disclaimer set forth in the terms and conditions document are applied.

Settlement of Differences

1. The first party shall interfere to resolve any dispute or difference arising between the customer and the second party at the request of either party to the dispute. The first party shall interfere in cases connected with the performance or management of orders only and it shall not interfere in any personal problems taking place between the parties.

2. The decisions shall be taken by the first party light of this contract and terms and conditions and the decision might be one or more of the following sanctions (whole cancellation of order, partial cancellation of order, deduction of a financial amount, obligation to pay a financial amount, temporary suspension of the account, cancellation of the account).

Maintaining Reputation

1. The second party shall be bound to maintain the reputation of the first party and the application owned by him and not to do any personal acts and not to exercise activities that distort their image, prestige and credibility.

2. The first party shall save the reputation of the second party and not offend them through the application, through any digital channels or through any other means.

Confidentiality of Information

Each party shall maintain the confidentiality of all information that will be particularly delivered to it by the other party and be exclusive to its owner, and the party to which the information is disclosed shall not share it with any third party or disclose it without obtaining the written consent of the party who owns the information. The second party warrants to keep the contact information of the customer and that it isn’t exploited in a way contrary to the privacy policy of the application.

Non-competition

The second party shall be bound not to compete the first party in relation to the services he provides and not to establish a project similar to the project of the first party. In case of doing so by second party, it shall be deemed an illegal competition according to legal provisions. The obligation of non-competition shall be valid for the period identified in this contract and for two years from the date of expiry or termination of this contract.

Nature of Legal Relation Between The Two Parties

1. The second party declares that the role of the first party in relation to the performance of the role is purely technical role and is limited to the display of services via the application owned by him only and the first party doesn’t carry out any technical role connected with the service or its content. Also, the second party declares that the first party shall not be deemed to be a publisher or distributor of the service or its content.

2. The two parties declare that the legal relation arising between them isn’t an employment relation and that this contract isn’t an employment contract. The first party shall not have a supervisory or controlling power over the second party while doing his work and he shall be independent while doing his work. Also, they declare that the first party employs the publication tool owned by him to perform the service only without having a role in providing services and he doesn’t provide a warranty connected with their high quality. Consequently, any of the provisions of labour, suretyship and guarantee laws shall not apply to this legal relation.

Rescission of Contract

1. Rescission of Contract By First Party: The two parties have agreed that the rescission by the first party of the contract according to the provisions of this clause shall be deemed to be a conventional rescission without the need to resort to judiciary. The first party shall be entitled to rescind the contract of his sole will in case of the breach by the second party of his obligations connected with the payment, the services or any other obligations provided for in this contract or terms and conditions. The two parties have agreed that the first party shall be entitled to rescind the contract of his sole will in case of the repeated complaints by the users of the application against the second party due to the bad service or otherwise after ascertaining and making sure that they are not malicious complaints. In all cases, the first party shall be entitled to resort to judiciary for claiming all compensations connected with damages caused by the second party who shall incur the judicial costs and the lawyer’s fees.

2. Rescission of Contract By Second Party: The second party shall not be entitled to apply for the rescission of the contract or suspending the provision of the services via the application in case he has existing orders. The contract is annulled by first party breaches of the obligations imposed under this contract, and the annulment shall be effective in case the second party notifies the first party to implement his obligations under the contract and the first party does not implement those obligations within 3 days from the date of the notification, unless the reason for non-implementation is an acceptable legal justification or force majeure.

Notices

1. Any notices the second party likes to send to first party shall be sent through the features specified within the application. Any notices sent outside the application shall not be considered.

2. Any notices the first party likes to send to the second party shall be either by publicizing them via the application or sending them to the second party via the mobile phone number you provided us with during the registration process. You are supposed to have known of the notice as soon as the notice is publicized via the application.

Governing Law and Competent Courts

1. The laws applied in the United Arab Emirates shall apply to this contract.

2. Each dispute arising from the interpretation or performance of any Article, clause or condition of this contract shall be resolved by the competent courts in the United Arab Emirates.

General Provisions

1. In case of contradiction between Arabic copy and English copy of this contract, the Arabic copy shall prevail and result in all its legal effects in relation to the two parties.

2. In case of contradiction between any of the provisions of this contract and the terms and conditions of the application referred to hereinabove, the texts of this contract shall be applied as being a special agreement between the two parties.

3. The first party shall be entitled to update, modify or delete any of the terms and conditions as well as the privacy policy of the application and in case of the non-consent by the second party to these updates, he/she shall not use the application. In this case, the contract shall be deemed to be rescinded as a consequence of terminating the terms and conditions with the second party. But in case the second party continues the use of the application, this shall be deemed to be an express consent by him to the updates and he/she shall not be entitled to object to them thereafter.

Digital Signature

1. By registering to get an account in the application, or by clicking to accept the terms of contract when claiming it on the Application, that is considered as an electronic signature on this contract. This contract is legally effective against you from the date of registering your account or from the date of your clicking to accept the terms of contract.

2. Your use of the application or any of the services available through it is considered as express consent to the terms and clauses stipulated in this document and all other policies, is an electronic signature on this contract, and is legally binding on it from the date of this use.