Partner With Us

On this day of…………… corresponding to….. /…../2020, it has been mutually agreed by and between:

The First Party: WALAYEM BROKERAGE SERVICES L.L.C, having the nationality of: United Arab Emirates, located in the Emirate of Abu Dhabi, registered with Abu Dhabi Department of Economic Development under License Number CN-2888883, hereafter referred to as (“the First Party” or “WALAYEM COMPANY”), the aforementioned reference shall include their legal representatives and administrative officials, their address is as follows: Emirate of Abu Dhabi, Sector E 18/3, in front of the Embassy of Sri Lanka, Al Amthal St, Mr. Abdullah Muhammad Saeed Al Maroushid Building, Mezzanine floor.

(Hereafter referred to as “the First Party” or “WALAYEM COMPANY”)

The Second Party: Company / Institution of……………………………………………………., located in Emirate of……………., holding License No. (………………………….) represented herein by Mr. / Mrs…………………………………… (holding the nationality of:……………..) ID card no: (……………………………) 

(Hereafter referred to as “the Second Party” or “Business Partner”)

Preamble

The purpose of concluding this Agreement is that WALAYEM BROKERAGE SERVICES L.L.C (“The First Party” or “WALAYEM”) is one of the leading companies in the field of displaying home food orders, through its own application registered under its name or through its website, which will be referred to hereafter as (WALAYEM System). This system works as a shopping website, as it enables the Business Partner to display, market and sell home-cooked meals that he / she prepares and processes in his / her home or kitchen in order to sell and deliver them to customers for a specific fee or price to be agreed upon later between the Parties of this Contract. This Preamble shall conistitute an integral part of the terms of this Contract. In order to achieve the above-mentioned goals and objectives, it has been agreed between the Parties on the following:

First Clause: Nature of Relationship

A broker contract for displaying, marketing and selling home-cooked food that the Business Partner cooks, prepares and processes in his / her home in order to sell it (to customers or users) through (WALAYEM) system, owned by WALAYEM Company, which includes a menu, a price list, electronic payment services, as well as facilities in the delivery process for a fixed monthly fee of 195 AED to be paid by the Business Partner, in addition to a 3% commission for every order executed within the framework of this Agreement.

Second Clause: Payment: 

The Two Parties of the contract have agreed that the First Party shall receive the monthly fees on day (1) of each calendar month through the payment methods available to the Business Partner (whether by direct transfer to a bank account or by credit card payment). 

Third Clause: Termination of Contract: 

This Contract may be terminated and/or cancelled under several conditions, including but not limited to;

(A) Either Party may cancel the Contract for any reason whatsoever by notifying the other Party with a written Notice of period not less than (15) fifteen days prior to their desire to cancel and/or terminate the agreement.

(B) In the event that one of the Parties breaches any of the terms of this Contract and the Party in breach failed to rectify and resolve the breach within a maximum period of (7) seven days from receipt of a written Notice, from the other Party, clarifying the breach of the terms. 

Fourth Clause: Responsibility and duties of each party towards the other after cancelation of the Contract:

In the event of cancellation of the Contract for any reason whatsoever by any of the Parties, the following responsibilities shall be imposed on each Party and it shall be bounding and obligatory for both Parties upon the cancellation:

(A) (“The First Party” or “WALAYEM”) pays the Second Party the price of the cooked and prepared meals by (“the Second Party” or “the Business Partner ”) based on the conditions and rules detailed in the Appendix, until the date prior to the cancellation of the Agreement, unless the cancellation is immediate by (“The First Party” or “WALAYEM”) for any reason. 

(B) The Parties agreed that the Second Party may not claim any material compensation or any kind of financial payments later after canceling this Agreement for any reason related to any Party.

Sixth Clause: Responsibility of each party towards the other during the term of Contract: 

First: The binding responsibilities of the Business Partner during the contract: 

(1) The Business Partner undertakes to prepare, process and cook the meals according to the offer agreed upon between the parties to the contract, which will be published, displayed and announced in (WALAYEM) system. The Business Partner also undertakes to maintain the highest standards of hygiene and food safety and that these prepared meals are identical and of the same weight and quantity declared.

(2) The Business Partner undertakes to devote as much productivity, time and effort as possible to processing and preparing all the meals required and to carry out all that is clarified and required of him / her according to the messages, requests and meals that might be requested from him / her at the time determined by the First Party and with high productivity. 

(3) The Business Partner undertakes that the food is well prepared and cooked using all appropriate and healthy ingredients. 

(4) The Business Partner undertakes that the food is prepared and cooked by him / her from the best ingredients and basic foodstuffs, and that it does not contain expired food items or their shelf life is nearing the end. 

(5) The Business Partner undertakes that the food is processed and prepared using (halal) ingredients and foods in accordance with the laws and regulations of the United Arab Emirates. 

(6) The Business Partner undertakes to strictly adhere to maintaining the cleanliness of meal packing materials at all the times, for example: Plastic food containers and all types of paper food containers, paper labels, cleanliness of plastic tableware, placing clean scented tissues, toothpicks, paper bags, and maintaining the cleanliness of any type of packing material in which the meal is wrapped. 

(9) The Business Partner undertakes not to delay the preparation of the meals assigned to him / her by WALAYEM, and in the event of delay, he / she is notified (3) times only, and if the delay is repeated more than (3) three times, the First Party is entitled to cancel the Contract. 

(10) The Business Partner undertakes to communicate with WALAYEM and notify them immediately about any matter that negatively affects the progress of work or bout his / her unwillingness to prepare the specified meal, or any matter that would lead to his / her inability to prepare all or part of the quantity of meals required.

(11) The Business Partner undertakes to keep his / her commercial license valid for the duration of this Contract and to inform WALAYEM immediately if any amendment or cancellation of the commercial license is made. 

(12) The Business Partner undertakes to bear the value of the meal in the event that it is not delivered to the correct customer to whom the meal is required to be delivered if the mistake in the preparation and processing is due to the Business Partner, or in the case of its return for lack of quality or lack of cleanliness, while WALAYEM retains its legal right to issue a warning to the Business Partner not to repeat the violation and mistake.

(14) The Business Partner is obligated that all orders and meals prepared, processed and cooked by him / her are of the same quantity of orders that are at the same daily price, and with the same quantity and weight of the orders advertised by WALAYEM. Meaning, an order shall not be less than the same order that was sold before and to be at the same price, unless it was in case of marketing offers stipulated in the previous clause. Also, it is not permissible to reduce the weight and size of the food or reduce the number of meals advertised on (WALAYEM System) so as not to question the credibility of WALAYEM. 

(15) The Business Partner undertakes to verify all his / her channels and means of communication through which he / she will be informed and notified by the company of the order to be prepared or the schedule of the meals that will be prepared, and that the means of communication shall include but not limited to: (phone calls, WhatsApp, SMS, or email). 

(17) The Business Partner undertakes to allow WALAYEM or its representative to conduct visits to the concerned kitchen to ensure that the partner follows the highest levels of food hygiene and safety measures.

(18) The Business Partner acknowledges that there is no criminal, penal or civil liability on WALAYEM, in the event of any case of poisoning to a consumer or any injury or disease arising from contamination and lack of hygiene of meals prepared by the Business Partner. The Business Partner shall bear full criminal and civil liability for the consequences he / she causes. In the event that any customer returns to WALAYEM to request compensation, this Contract shall constitute a disclaimer from the company, and all criminal liability, civil compensation and financial obligations fall on the Business Partner.

Second: Liabilities of (“The First Party” or “WALAYEM”): 

WALAYEM acknowledges its commitment to the Business Partner with several obligations as follows: 

(1) WALAYEM Company undertakes to publish advertisements for meals and home made foods that the Business Partner will prepare and process, provided that these meals and home foods are published through the application of WALAYEM or (WALAYEM System), owned by the First Party. 

(2) WALAYEM Company undertakes to provide all kinds of support and assistance to the Business Partner to ensure that all meals are provided in a timely and accurate manner, provided that this assistance is, for example, and not limited to, as follows: (Communicating and contacting the Second Party to inform him / her of the primary order that the customer requests, or other additional orders that have been added by the customer or user of the application after requesting the primary meal, as well as informing the Business Partner in the event of any modification by the customer to change the timing of receipt of the order, helping in preparing list of prepared food by the Business Partner and publishing it on (WALAYEM System) in order to ensure providing the best service to customers by both Parties to the Contract. 

(4) WALAYEM undertakes to inform the Business Partner of all opinions and reviews of customers or users on the quality, taste and safety of food as well as complaint from a customer or user, if any. 

(5) WALAYEM undertakes to provide the Business Partner with some advice, directions and lectures, if necessary, on food quality, hygiene and food safety procedures and guidelines. 

(6) WALAYEM does not assume any liability in any way in the event of a lack of sales or a decrease in the demand for meals. 

Sixth Clause: Term of Contract: 

  The Parties have agreed that the term of the Contract shall be a full year starting from the date of signing this Contract. 

Seventh Clause: Confidentiality and Non-Disclosure:

The Parties shall undertake to maintain the complete confidentiality of this agreement and all the information thereto circulated between them (Confidential Information). In the event of the Contract expiration or termination, the Second Party may not disclose about any procedures or any information regarding the stages of the project or the agreement to any person, company, institution or entity without obtaining a written permission from WALAYEM. Noting that the confidential information of WALAYEM includes the following: the company’s intellectual property rights, proprietary information, technical information, trade secrets, products, customer list, consumer list, programs, developments, conduct of operations, equations, formulations, designs for programs, technological programs, hardware configuration information, marketing, promotional offers information, accounts and financial matters between the Parties and any commercial information about the First Party disclosed by Walayem to the Business Partner, whether directly or indirectly. Notwithstanding the previous sentence, both parties are free to disclose confidential information when such disclosure is required by law, a regulatory authority or before a judicial body or a government agency. 

Eighth Clause: Work guarantees and permits for both Parties and the authority granted to the Contract: 

Whereas (“the First Party” or “WALAYEM COMPANY”) which is (WALAYEM BROKERAGE SERVICES L.L.C) is a company licensed to practice brokering among a group of clients and merchants; and the Parties hereby acknowledge that this Contract has full legal authority and that all the terms mentioned in this Contract form an integral part thereof; the contracting Parties have agreed on the guarantees and permits of the Contract as follows:

(1) This Contract is binding on both Parties and may not be changed later unless the two Parties change it in writing after having reached a consensual agreement with each other and no Party is entitled to change it by their own will, except that it may be terminated based on the reasons and conditions mentioned in Third Clause (Termination of Contract Conditions).

(2) This Contract shall not be acted upon by any of the Parties without the consent of the other Party and after it is signed by both Parties.

(3) This Contract constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings. 

(4) The Business Partner must present the license or permit to practice the profession of home food processing in the event that it is required from WALAYEM to do so.

(5) The Parties have agreed that this Contract is not and shall not conistitute a working relationship between them, and it is not permissible for the Second Party to claim any laber dues, civil claims or any financial or compensation claims after the termination and / or cancellation of the Contract.

Ninth Clause: Fines and Penalties: 

The Business Partner bears full responsibility in the event that any of the terms described in this Contract is violated or any of the instructions described issued by the company is breached. Accordingly, in the event of any breach or violation by the Business Partner, he /she shall be notified in writing in addition to being fined or to deduct from his due amount, and his / her evaluation shall be reduced by the First Party. Hereinafter, a clarification of the deduction or fine cases:

1- Uncertainty of the sealing and covering of plastic food containers, which may lead to leakage, spillage, loss or damage of foodstuffs, (The fine: WALAYEM deducts the full amount due and does not pay the Business Partner for the number of meals that have been punctured, leaked, etc.). 

2- Delay in packing and preparing for the delivery of meals on time according to the schedule sent by WALAYEM Company (The fine: WALAYEM deducts the full amount due and does not pay the Business Partner for all meals that are delayed)

3- Lack in any of the meals, a lack of meal luxuries, lack of side dishes or if the meal does not match what is described, written and presented in the special menu in (WALAYEM) system (The fine: WALAYEM deducts the full amount due and does not pay the Business Partner for all meals that have decreased) 

Tenth Clause: Notifications and Notices: 

All notices required or permitted under this Contract shall be in writing and shall be either personally delivered by hand or sent by first-class mail, registered return-receipt mail, certified mail, postage prepaid or by means of communication programs (WhatsApp or E-mail). 

Eleventh Clause:  Law Applicable to the Contract: 

The Parties hereto agreed that this Contract shall be governed and interpreted in accordance with the laws and regulations applied in the United Arab Emirates. In the event of any dispute or disagreement between the Parties, the courts of the Emirate of Abu Dhabi shall have the judicial competence to hear the dispute.

Twelfth Clause: Parties Signatures: 

By signing this Contract, the agreement shall be binding on both Parties. In witness whereof, both Parties signed the Contract as of the date first above written.