1. Definitions

Terms in the preamble and elsewhere in this document have their assigned meanings, and each of the following terms has the meaning assigned to it.

“Affiliate” means in relation to Garage+ any entity that from time to time directly or indirectly controls, is controlled by, or is under common control with Garage+.

“Agreement” or “Buyer Terms of Business” means this agreement, which sets out the terms and conditions upon which Garage+ shall provide their Services to the Partner and which comes into effect on the Effective Date.

“Bank Charges” has the meaning in Section 17 of this Agreement.

“Booking Terms and Conditions” means Garage+’s Booking Terms and Conditions for Customers using the Garage+ Services.

“Business Day” means a day other than a Friday, Saturday or public holiday in the United Arab Emirates when banks are open for business.

“Cancellation Penalty Period” has the meaning given in Section 10 of this Agreement.

“Cancellation Policy” means a policy that is included in the Terms of Sale of a Garage+ Booking whereby you may charge a Customer (through the Garage+ Payment Services) a certain fee for a canceled Garage+ Booking, which may be up to 100% of the value of the Garage+ Booking.

“Closing Balance” has the meaning in Section 17 of this Agreement.

“Commission” means the commission (plus any applicable indirect taxes, such as sales tax, VAT, GST, HST, etc.) payable by the Partner to Garage+ as set out in this Agreement or any other agreement between the Partner and Garage+, and calculated based on the total amount payable by a Garage+ Customer for a Garage+ Booking.

“Confidential Information” has the meaning in Section 20 of this Agreement.

“Current Balance” has the meaning in Section 17 of this Agreement.

“Customer” means any person who purchases or receives the Partner Services via the Garage+ Website or the Garage+ App.

“Customer Database” means the Partner’s database of Customers on the Garage+ Website and Garage+ App.

“Data Protection Legislation” means any applicable laws relating to the processing of personal data and privacy that may exist in any relevant jurisdiction.

“Effective Date” means the earliest of (a) the Partner beginning to receive the Garage+ Services, (b) the date on which the Partner ticks the box to confirm its acceptance of this Agreement on the Garage+ Website and, (c) the date of any other agreement signed by the Partner concerning Garage+ Services.

“Garage+,” “we,” or “us” has the meaning set out below:

• If you are a Partner in the United Arab Emirates, Garage+ means www.Garage+.com, Marka Technology Consultancy LLC a company incorporated under the laws of the United Arab Emirates, Abu Dhabi.

“Garage+ Booking” means a booking made on the Garage+ Website or the Garage+ App by a Customer to receive Partner Services, where at the time of making the booking the Customer chooses a time and/or date at which to receive those Partner Services.

“Garage+ Booking Services” means all appointment booking services, including creating appointments, adjustment, rescheduling, and canceling appointments, provided through the Garage+ Website and the Garage+ App.

“Free Cancellation Time” has the meaning provided in Section 10 of this Agreement.

“Garage+ Customer” means a Customer who books Partner Services through the Garage+ Customer Mobile App..

“Garage+ Customer Account” means an account on the Garage+ Customer Mobile App created by and belonging to a Garage+ Customer.

“Garage+ Payment Services” means the online and in-app payment facility of the Garage+ Website and the Garage+ Customer Mobile App. The Garage+ Payment Services assist Partners with collecting payments from Customers and benefiting from protection against late cancellations and no-shows.

“Garage+ Services” means the benefits and services a Partner may receive from Garage+, as set out in this Agreement and any other commercial agreement and/or in written exchange between Garage+ and the Partner, in return for paying the Service Fees to Garage+.

“Garage+ Website” or “Website” means the website www.thegarageplus.com, accessible through any web browser or through our mobile apps published on the Apple Store and Google Play Store.

“Garage+ App” or “App” means the web interface owned and provided by Garage+, which a Partner may embed on their own website and/or social media channels, and through which the Partner’s customers may book online with the Partner directly.

“Intellectual Property Rights'' means all intellectual property rights on a world-wide basis whether currently in existence or otherwise and whether vested or contingent including (without limitation) copyright (including foreign language translation rights), design rights, database rights, rights in any domain names, registered designs, patents, trademarks, trade names, signs and other designations provided the foregoing are of a proprietary nature and all similar rights whether registered or otherwise (including, without limitation, all extensions, reversions, revivals and renewals thereof). The above shall include, in relation to registrable rights, any applications made or rights to make applications in respect of any such rights.

“Invoice Statement” has the meaning in Section 17 of this Agreement.

“Material Breach” means a breach (including an anticipatory breach) which is not minimal or trivial in its consequences to Garage+. In deciding whether any breach is material, no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.

“No-Show Policy” means a policy that is included in the Booking Terms whereby you may charge a Customer (through the Garage+ Payment Services) a certain fee for a Garage+ Booking in which the Customer fails to show up at the time indicated on the Garage+ Booking, which may be up to 100% of the value of the Garage+ Booking.

“Partner” and “you” mean a selected third-party provider of goods and services, who offers their goods and services for sale on the Garage+ Website or the Garage+ App.

“Partner Account” means an account on the Garage+ Website and Garage+ App belonging to a particular Partner that the Partner’s owners, staff, and other individuals may access.

“Partner Services” means any products, goods and/or services of a Partner offered for purchase or booking on the Garage+ Website or the Garage+ App.

“Payment Processor” means third-party payment processors supporting Garage+ with the provision of the Garage+ Payment Services.

“Pricing Change Notice” has the meaning provided in Section 4 of this Agreement. “Prohibited Business” means a business identified in Section 14 of this Agreement. “Security Incident” has the meaning provided in Section 12 of this Agreement.

“Service Fees” means the Commission and any other fees (plus any applicable indirect taxes, such as sales tax, VAT, GST, HST, etc.) payable by the Partner in order to receive the Garage+ Services;

“Terms of Sale” mean the date, time, price, Partner Services, discount, location, cancellation policy, and any other details and conditions shown on the Garage+ Website at the time that a Garage+ Booking is made.

2. Description of the Garage+ Booking Services

Garage+ provides the Garage+ Services to make it easy for Customers to book appointments online with you and a variety of other participating Partners. The Garage+ Website includes a consolidated list of Partner Services, and Customers may discover, review, and book these Partner Services using the Garage+ Booking Services.

As a Partner, you may elect to offer certain Partner Services for sale on the Garage+ Website. You are allowed to choose which Partner Services you would like to sell on the Garage+ Website, and remove certain Partner Services from the Garage+ Website that are currently listed. You can make these changes through your Partner Account, and the changes will automatically be updated on the Garage+ Website and the Garage+ App.

When a Customer makes a Garage+ Booking, the Terms of Sale of the Garage+ Booking will be sent to the Customer and the Partner by Garage+ electronically. The Customer will view and agree to the Terms of Sale prior to confirming a Garage+ Booking.

3. Description of the Garage+ Payment Services

Garage+ offers Partners the Garage+ Payment Services to make it easy for Partners to collect, process, and refund payments from Customers (e.g. via Garage+ Bookings with Online Payments).

4. Garage+ Services and Charges

In consideration of payment by the Partner of the Service Fees, and the Partner performing all of its other obligations herein and subject to this Agreement, Garage+ shall provide the applicable Garage+ Services to the Partner, which shall (unless otherwise agreed) include a personal, non- exclusive, non-transferable and fully revocable license to use Garage+ Website and Garage+ App.

In respect of all Garage+ Bookings with Online Payments, Garage+ shall act and is hereby appointed as agent at law for the Partner to conclude those Garage+ Bookings with a Customer and (where applicable, e.g. for Garage+ Bookings with Online Payments) collect and process payments on behalf of the Partner. Nothing herein shall prevent or limit the Partner from remaining fully responsible and liable for their provision and supply of Partner Services to Customers.

The Partner must not apply a surcharge to Customers who make bookings through the Garage+ Website, if that surcharge would not be applied to other Partner Customers in the ordinary course of business. For the avoidance of doubt, the Partner is permitted to offer lower prices or discounts to Partner Customers in accordance with its own promotional campaigns or loyalty schemes, but may not offer higher prices to Customers than they could receive through offline channels. In other words, a Partner may not “pass on” Service Fees onto Customers who make Garage+ Bookings. A breach of this clause shall be a Material Breach of this Agreement.

Additionally, the Partner shall not solicit Customers to make bookings otherwise than through the Garage+ Website and Garage+ App. In other words, if a Customer expresses an intent or preference to make a Garage+ Booking, the Partner may not encourage the Customer to book through other means. In particular, where a Customer makes a Garage+ Booking and the Partner encourages that Customer to cancel their Garage+ Booking and make a separate booking directly with the Partner, the Partner shall be in Material Breach of this Agreement.

If Garage+ has reasonable grounds to suspect that the Partner has made or makes any direct or indirect attempt to avoid paying any Service Fees, for example and without limitation, by fraudulently canceling a Garage+ Booking and rebooking it, this shall be a Material Breach of this Agreement, and shall give Garage+ the right, without limiting other remedies available to it, to withhold and retain any payments due to the Partner under this Agreement.

Where a Partner has elected to receive Garage+ Services which attract Service Fees, if the Partner wishes to cease receiving one or more of those Garage+ Services, the Partner must give Garage+ at least 30 days’ notice in writing of its intention to terminate usage of the Garage+ Services. The Partner will remain liable to pay any applicable Service Fees for the duration of the notice period.

Garage+ may, in its sole discretion, change the amount of any Service Fees and/or the rate of Commission at any time with 30 days’ notice to the Partner (“Pricing Change Notice”). The Partner’s continued use of the Garage+ Services after receipt of such Pricing Change Notice will be deemed to be acceptance of the new Service Fee. If a Partner does not agree to a change in the Service Fees, their sole recourse will be to cease using the Garage+ Services.

5. Partner Acknowledgements and Consents

The Partner understands and accepts that:

• Garage+ uses third-party vendors and hosting partners to provide the hardware, software, networking, storage, and related technology required to run The Garage+ Website (including the Partner Profile), and the Garage+ App;
• Garage+ shall have administrator access to all parts of the Garage+ Website and Garage+ App;
• Garage+ will track, using third party tools such as Google Analytics, the Partner’s use of, and the Partner’s employees’ use of the Garage+ Website and Garage+ App. The tracking will cover each single interaction the user has and the technical details of the browser and device being used and will include but not be limited to (a) appointment creation, (b) editing employees, and (c) viewing the calendar. This tracking will assist Garage+ in understanding how the Garage+ Website and Garage+ App is used by Partners and will allow Garage+ to develop and improve the same. The Partner is responsible for alerting its employees that such tracking will take place. References to the tracking are included in Garage+’s Privacy, which should be brought to the attention of Partner's employees; and
• The Garage+ Customer Mobile App is “Powered by Garage+”, contains Garage+ branding including logos, trademarks and images, and will give Customers the opportunity to opt-in to receiving email marketing from the Partner and/or Garage+.
• Garage+ will provide the Partner with a user account and password which allows the Partner to access the Garage+ Website & Garage+ App. The Partner shall safeguard and keep the user account details and password confidential and safely stored and shall not disclose them to any person other than those who need to have access to the Garage+ Website and who are aware of the Partner’s obligations to keep those details secure. The Partner shall immediately notify Garage+ of any suspected security breach or improper use, including any use which would breach this Agreement, Garage+’s reasonable instructions given from time to time and/or applicable law.
• The Partner must ensure that it has obtained the consent of each of its employees and contractors to be advertised on the Garage+ Website and the Garage+ App to Customers. These details include, but are not limited to, details such as name, photograph, expertise, contact details, availability and services offered.

6. License to Use the Garage+ Services

Subject to payment of applicable Service Fees, the Partner may use the Garage+ Website (including the receipt of Garage+ Bookings), and the Partner Profile for the purpose of processing Garage+ Bookings of Partner Services for and on behalf of itself only.

The Partner’s use of the Garage+ Services is at the Partner’s sole risk. The Garage+ Services are provided on an “as is” and “as available” basis. Technical support is provided by email primarily, and is a benefit for the Partner, but is not a right of the Partner.

As part of the license terms for the Partner to use the Garage+ Services (including, without limitation, the Garage+ Website, the Garage+ App, and the Partner Profile), the Partner agrees not to do any of the following:

• reproduce, duplicate, copy, sell, resell or exploit the whole or any part of the Garage+ Website, the Garage+ App, or the Partner Profile;
• allow any third party (including group companies of the Partner) to use or access the Garage+ Website and Garage+ App without express prior written permission from Garage+ (which may be denied or granted on such terms as Garage+ in its sole discretion may determine);
• send unsolicited emails, SMS or other electronic forms of marketing to Customers via the Garage+ Website and Garage+ App (or otherwise); or
• disclose, share or resell any login details or passwords for the Garage+ Website and Garage+ App.

The Partner expressly understands and agrees that as regards its use of the Garage+ Website and Garage+ App and without prejudice to Section 20, Garage+ shall not be liable for any loss of income or profits, loss of contracts, loss of goodwill, loss of data, or other intangible losses or for any indirect or consequential loss or damage (even if Garage+ has been advised by the Partner of the possibility of such loss or damage) resulting from:

• the Partner’s use of, or inability to use, the Garage+ Website, the Garage+ App, and/or the Partner Site;
• unauthorized access to or alteration of the Partner’s transmissions or data;
• statements or conduct of any third party on the Garage+ Website and Garage+ App, the Garage+ Website, the Garage+ App, and/or the Partner Site; or
• any other matter relating to the Garage+ Website, the Garage+ App, and/or the Partner Site.

7. General Partner Obligations

In consideration of receiving the Garage+ Services, the Partner agrees to pay all applicable Service Fees to Garage+ and to accept all Garage+ Bookings and process and supply the Partner Services to the highest industry standards and in line with any specific terms and conditions set out in this Agreement generally, and particularly in this Section 7. A breach of this Section 7 will be a Material Breach of this Agreement.

Additionally, Partners under this Agreement have other specific obligations concerning Garage+ Bookings, including:

1. Accuracy of Partner Information. Partners are responsible for ensuring that the content listed on the Garage+ Website and the Garage+ App are accurate at all times, and are reflective of Partner Services, pricing, staff availability, Cancellation Policies and No- Show Policies, and other content that the Partner actually offers. It is the Partner’s obligation to transfer this information to Garage+ by keeping this information on their Partner Account on the Garage+ Website and Garage+ App (including calendar availability) up-to-date at all times. Garage+ has the right to suspend or terminate any Partner Account if the Partner fails to provide the required information to Garage+.
2. Partner Profile. The Partner shall create a Partner Profile on the Garage+ Website and/or Garage+ App to promote their Partner Services. Partners are responsible for maintaining accurate information in their Partner Profile, and where photographs are used, Partners are responsible for ensuring that photos uploaded onto their Partner Profile accurately reflect their services and place of business. Partners may manage and modify the contents of their Partner Profile through the “Online Booking” section of the Garage+ Website and Garage+ App. The Partner acknowledges and agrees that its Partner Profile should not contain any contact details, direct references or links to the Partner or its website, app, platform, tool or other devices or to websites, apps, platforms, tools or other devices of third parties.
3. Order Fulfillment. The Partner shall fulfill their obligation to provide Partner Services Offerings for all Garage+ Bookings. In particular, the Partner must honor the Terms of Sale of Garage+ Bookings for their Partner Services, which includes the Cancellation Policy and No-Show Policy that were in place at the time that the Garage+ Booking was made.
4. Payment Terms. Customers using the Garage+ Booking Services may settle the Terms of Sale of the Garage+ Booking through their choice of payment method, including via the Garage+ Payment Services. A Partner must accept payments from the Garage+ Payment Services as equal to a direct payment by Customers, and seek no further claim from the Customer in connection with that Garage+ Booking.
5. Service Fulfillment. The Partner must accept all Garage+ Bookings. Partners may not impose any extra or additional fees or charges that contradict or otherwise alter the Terms of Sale of any Garage+ Booking, unless expressly agreed by the Customer. If a Customer receives Partner Services that are less than the value of the amount paid for the Garage+ Booking, they may be entitled to a refund by the Partner equal to the difference between the value of the service received and the value of the Garage+ Booking.

If a Partner fails to honor any of its obligations listed above, the Partner shall be considered to be in Material Breach of this Agreement and may forfeit any payments due to it in connection with that Garage+ Booking, other penalties as defined within this Agreement notwithstanding.

8. Garage+'s Responsibility

1. Promotion and Publication of Partner Services. Garage+ shall promote the Garage+ Website in accordance with this Agreement and subject to the restrictions set forth herein. In order to maximize the exposure of your business online and the number of appointments scheduled through the Garage+ Website, Garage+ may, at its sole discretion, enter into agreements with third-party websites and businesses, optimize any current or future listings for your business to take advantage of search engine optimization, search engine marketing, lead generation or social networking opportunities, and perform any other actions Garage+ deems appropriate to increase traffic and use of the Garage+ Website. Garage+ may promote certain Partner Services through a variety of online and offline channels, including: advertising, promotion mediums, social media accounts, search engines, Google, Google AdWords, keyword advertising, Facebook Ads, Twitter, email distribution lists, Garage+ homepage, email newsletters, third-party marketplaces, business partner websites or mobile applications, or through Garage+’s affiliates and their networks. Such promotional efforts may include information pertaining to the Partner’s business, including its business name, scheduling information, menu, service descriptions, pricing, staff names, staff titles, location, photos, and other data relating to the Partner’s business. In addition, from time-to-time, Garage+ may provide Consumers with additional information on Partners subject to the limitations of this Agreement.
2. Third-party and Affiliate Websites and Applications. Garage+ may publish or promote any information acquired under this Agreement, including calendar availability, business information, service descriptions and prices, on any third-party websites or mobile applications, particularly through the Garage+ App or through other Application Program Interfaces (APIs). Garage+ may supply affiliates and other third-parties with the Garage+ App or other APIs to promote particular Partner Services. Garage+ is not obligated to promote all Partner Services using these third-party and affiliate websites.
3. Curation. In order to maintain a high-quality booking platform for the beauty and wellness industry, we may remove your particular Partner Profile from the Garage+ Website if we believe, in our sole discretion and without needing to provide explanation, that your particular business is not suited for the Garage+ Website.
4. Liability. To the maximum extent permitted by applicable law, Garage+ is not liable to or responsible for the quality, safety, or fulfillment of the products or services offered on the Garage+ Website. You are responsible for the Partner Services which you provide to Customers. The extent of Garage+’s liability is further detailed in Section 20 of this Agreement.

9. No Implicit Warranties

Except for any express warranties stated herein, nothing in this Agreement shall be construed or interpreted to be an implicit warranty by or of Garage+. In particular, Garage+ explicitly does not warrant that:

• that the Garage+ Website and Garage+ App, or the Partner Profile will meet the Partner’s specific requirements;
• that the quality of any products, services, information, or other material purchased or obtained by the Partner through the Garage+ Website, the Garage+ App, or the Partner Profile will meet the Partner’s requirements or expectations; or
• that the Garage+ Website and Garage+ App, or the Partner Profile will be uninterrupted, timely, secure, or error-free;
• that any information or results that may be obtained from the use of the Garage+ Website and Garage+ App, or the Partner Profile will be accurate or reliable;
• that any errors in the Garage+ Website, the Garage+ App, or the Partner Profile will be corrected.

By entering the Agreement, the Partner understands that the Garage+ Services (including the Garage+ Website and Garage+ App) are provided on an “as is” basis without implicit warranties of any kind.

10. Partner Obligations Regarding Canceled Appointments

In respect of Garage+ Bookings, the Partner is obliged to comply with the cancellation and rescheduling policy set out in Section 6 of the Booking Terms and Conditions. In summary and in regards to Garage+ Bookings:

• A Partner may specify a time (e.g. 24 or 48 hours) before when an appointment is scheduled to start (the “Cancellation Penalty Period”), after which rescheduling an appointment through the Garage+ Website or the Garage+ App will not be possible, and a cancellation by a Customer will incur a cancellation penalty. Partners may set their own Cancellation Penalty Period for Garage+ Bookings through the Garage+ Website and Garage+ App. If a Customer cancels an appointment through the Garage+ Website / Garage+ App before the Cancellation Penalty Period, the Customer will not be liable to pay any fees to the Partner, and neither the Customer nor the Partner shall have any further obligation towards each other in regards to that Garage+ Booking.
• If a Customer cancels an appointment through the Garage+ Website / Garage+ App during the Cancellation Penalty Period, the Customer will be obligated to pay the fee set forth in the Cancellation Policy that was in effect at the time of their Garage+ Booking. In this case, Garage+ will collect cancellation fees from the Customer through the Garage+ Payment Services for later remittance to the Partner.
• The Partner agrees to collect cancellation fees for Garage+ Bookings only through the Garage+ Payment Services. If the Partner collects cancellation fees through the Garage+ Payment Services, the Customer will be exempt from all further penalty or liability to the Partner, and the Partner may not impose additional fees or penalties to the Customer in connection with that Garage+ Booking.
• Partners may, at their sole discretion, choose not to enforce their Cancellation Policy on a case- by-case basis, even if the Cancellation Policy was included in the Terms of Sale of the Garage+ Booking. If a Partner cancels an appointment of a Garage+ Booking through the Garage+ Website and Garage+ App (as opposed to a Customer canceling an appointment of a Garage+ Booking through the Garage+ Website / Garage+ App), the Partner will have the option to waive the cancellation fees. Canceling a Garage+ Booking without imposing the Cancellation Policy would then conclude the contract between the Partner and Customer in connection with that Garage+ Booking.
• Partners are able to modify their Cancellation Policies (including the Cancellation Penalty Period and amount they wish to charge for cancellations) through the Garage+ Website and Garage+ App, and the updated cancellation terms will be included in the Terms of Sale for all subsequent Garage+ Bookings with that Partner. Changes to a Partner’s Cancellation Policy will not affect previous bookings, and a Partner may not enforce Cancellation Policies retroactively if they differ from the Terms of Sale to which the Customer consented at the time of making a Garage+ Booking.
• A Customer may choose to reschedule an appointment made through a Garage+ Booking through the Garage+ Website / Garage+ App. If the Customer reschedules their appointment in accordance with the Partner’s Cancellation Policy (i.e. the reschedule occurs before the Cancellation Penalty Period), then the Partner will accept the updated time as an amendment to the Terms of Sale of the Garage+ Booking.

11. Customer Service and Complaints

The Partner shall use best endeavors to provide top quality Partner Services to all Customers and shall promptly deal with any sales enquiries, matters or issues relating to Garage+ Bookings or potential Garage+ Bookings, including dealing with Customer complaints.

The Partner shall be directly responsible to the Customer for any failure to fulfill the Customer’s expectations or for any other legal liability which arises in respect of the Partner Services, excepting for cases where such liability arises as a result of Garage+’s negligence.

Garage+ shall refer any Customer complaints it receives to the Partner, and the Partner shall acknowledge all complaints, and shall respond to the relevant Customer within 24 hours of the Partner’s receipt of a complaint, whether the complaint has come directly from the Customer or via Garage+.

The Partner shall make all efforts to reach a resolution to any complaints within 7 days, and must notify Garage+ of any correspondence between the Partner and the Customer relating to the complaint and generally keep Garage+ apprised of its progress and the status of the complaint.

The Partner hereby acknowledges and accepts that the Garage+ Website and the Garage+ App includes a reviewing platform, upon which Customers may post publicly viewable reviews about their experiences with Garage+ and with the Partner (particularly in relation to the Partner Services). The Partner further acknowledges that a selection of reviews from preceding months will also be made available on the Partner Site (if applicable). The Partner should note that this platform may not be opted out from, and may from time to time contain negative reviews and/or feedback from Customers, which is outside Garage+’s control. There is an option for the Partner to reply to reviews about them. However, any content the Partner posts in response to user reviews must be polite and professional and non-threatening or confrontational, and it may be subject to review by Garage+ (and may be removed or amended in Garage+’s sole discretion if Garage+ deems it reasonably necessary to do so). For the avoidance of doubt, the Partner shall have no right to any remedy (including without limitation, any right to terminate this Agreement) as a result of any reviews or other public communications of Customers naming or referring to the Partner. However, if the Partner, acting reasonably, feels that any public communications of Customers is defamatory of the Partner or any person or in some other way is a violation of any person’s legal rights, the Partner may flag and report such communications to Garage+. In such case, Garage+ shall review the same and in its sole discretion take any action it deems necessary or desirable (including, for example, removing or amending such defamatory content from the Garage+ Website).

12. Customer Data

For the purposes of this clause, “data controller”, “data processor”, “data subject”, “personal data”, “process”, “processing” and “appropriate technical and organizational measures” shall be interpreted in accordance with applicable Data Protection Legislation, if any.

Garage+ and the Partner each acknowledge that, for the purposes of the Data Protection Legislation:

• in respect of Partner Customers’ personal data, the Partner is the data controller and Garage+ is the data processor; and
• in respect of Garage+ Customers’ personal data, the Partner and Garage+ each act as independent data controllers.

Where Garage+ and the Partner are independent controllers, each acknowledge and agree that:

• save as is required by this Section 12, each party is responsible for its own compliance with applicable Data Protection Legislation;
• the Partner must promptly (and in any event within 24 hours of the Partner or its employees becoming aware of the matter) notify Garage+ of any accidental or intentional damage, alteration, destruction, unauthorized disclosure, loss, misuse or theft of or to the personal data of any Customer which the Partner has access to (“Security Incident”). Partner shall provide full cooperation and prompt assistance to Garage+ in respect of its efforts to (i) investigate, remediate, and mitigate the effects of the Security Incident, and (ii) comply with notification obligations to individuals, clients or regulatory authorities;
• Partner must not do, or omit to do, and must ensure that its personnel and other representatives do not do or omit to do, anything that would cause (or may be reasonably expected to cause) Garage+ or its Affiliates to be in breach of any provision of any Data Protection Legislation and take all reasonable steps to ensure the reliability of its employees and agents who may have access to the personal data and ensure that such staff and agents are informed of the confidential nature of the personal data and have undertaken training in the laws relating to handling personal data;
• Partner agrees to implement and maintain appropriate technical and organizational measures in respect of its processing of the personal data sufficient to comply with the Data Protection Legislation and to protect the personal data against unauthorized or unlawful processing and against accidental loss, destruction, damages, theft, alteration or disclosure;
• Partner agrees to only process personal data of Customers for the purpose of providing the Partner Services to such Customers and, in the case of Customers who have expressly agreed by way of opt-in consent to receiving email marketing from the Partner, for the purposes of email marketing and in all cases only whilst receiving the Partner Services; and
• Should Partner, its affiliates or its suppliers need to transfer the personal data of Customers to locations outside the UAE, Partner takes full responsibility (and accepts full liability) for ensuring that such personal data is processed fully in compliance with Data Protection Legislation.

Where the Partner is data controller and Garage+ is data processor, in respect of Partner Customers’ (except in respect of email marketing of Customers where the Partner and Garage+ are independent data controllers), such personal data shall be processed by Garage+ in accordance with this Section 12 below and subject to Garage+ being able to charge the Partner for providing any assistance not expressly specified as a service requirement of Garage+ under this Agreement.

Garage+ reserves the right to process Customer personal data as set out in its Privacy Policy, as may be updated from time to time) and the Partner hereby irrevocably and unconditionally agrees and consents to the processing of such personal data by Garage+ and further warrants that each Partner Customer has been informed how Garage+ will process their personal data. Without limiting Partner’s obligations elsewhere in this Agreement, the Partner undertakes promptly to include any information reasonably requested by Garage+ in its website privacy policy or other Partner Customer literature to assist each party in compliance with Data Protection Legislation.

The Partner acknowledges that ownership of all Intellectual Property Rights in Customer’s personal data in the Garage+ Website and Garage+ App shall vest in Garage+ or its Affiliates, and Partner irrevocably and unconditionally assigns with full title guarantee all such rights to Garage+. Garage+ grants the Partner a non-exclusive license to use such personal data to operate its business subject to Partner's ongoing compliance with the provisions of this Agreement.

Where the Partner elects to use the Garage+ Website and Garage+ App’s marketing automation features, the Partner may send marketing or promotional communications to Customers whose details are stored in the Garage+ Website and Garage+ App and who have given their consent via an ‘opt-in’ box on signing up to receive the Garage+ Services or when booking Partner Services via the App, to receive marketing or promotional communications from any Partner from whom they book Partner Services and/or specifically from the Partner with which they are booking.

The Partner undertakes and warrants that it will only process the personal data of Partner Customers in compliance with Data Protection Legislation and in particular that it, its employees, its partners and its suppliers will only send marketing or promotional communications to Partner Customers who have given their consent to receive the same. The Partner’s use of the personal data of Partner Customers is undertaken at the Partner’s sole risk with Partner being responsible and liable for ensuring it, its employees’, its partners’ and its suppliers’ use fully complies with all applicable Data Protection Legislation.

In the event that a Customer notifies the Partner or one of its employees that it does not wish to receive further marketing materials from Garage+ and/or its Affiliates, the Partner shall promptly (and in any event no later than 48 (forty-eight) hours from being so informed) notify Garage+ with full details of the same in writing so that Garage+ can honor such request. In the event that a data subject makes a request to either party to exercise one or more of the rights afforded to data subjects under Data Protection Legislation then to the extent that either party reasonably requires input or assistance from the other party in order to give effect to any of the rights afforded, that other party shall provide all such input or assistance within a reasonable timeframe with each party meeting their own costs in doing so;

In the event that either party receives a request from a data protection authority for information relating to this Agreement or the relationship between the parties, that party shall promptly notify the other unless prohibited by law.

Any breach of this Section 12 by the Partner will be a Material Breach of this Agreement.

The Partner will indemnify and hold Garage+ and its Affiliates harmless against all losses, claims, costs, damages or proceedings suffered or incurred by Garage+ and/or its Affiliates arising out of or in connection with the Partner's breach of this Section 12

This Clause in its entirety shall survive the termination or expiry of this Agreement.

13. Partner Warranties

As a condition for entering into this Agreement with Garage+, you represent and warrant that:

• you are at least eighteen (18) years of age;
• you are either (a) a sole proprietor managing a registered business in your local jurisdiction, or (b) an authorized signatory of your duly incorporated business
• you are eligible to register and use the Garage+ Services, and have the right, power, and ability to enter into and perform under this Agreement;
• the name identified by you when you registered is your name or business name under which you sell goods and services;
• any sales transactions submitted by you will accurately describe the products and/or services sold and delivered to a purchaser;
• you and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to your business, including any applicable tax laws and regulations;
• you will not use the Garage+ Payment Services, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of any aspect of the Garage+ Website; and
• you are not engaged in any of the Prohibited Business activities as detailed in Section 14.

Any breach of these representations and warranties shall constitute a Material Breach of this Agreement.

14. Prohibited Businesses

The following list of prohibited business activities may be updated by us from time-to-time. As a Partner entering this Agreement, you represent and warrant that your business is not engaged in any activities of these Prohibited Businesses.

15. License of Partner's content to Garage+

The Partner hereby grants Garage+ a non-exclusive, royalty free, irrevocable and worldwide right and license (or sublicense as applicable) to use, reproduce, distribute, sublicense, communicate and make available content that Partner’s publish on the Garage+ Website and Garage+ App and on their Partner Profiles on the Garage+ Website and the Garage+ App, and for any other purposes which are necessary for Garage+ or required by Garage+ to exercise its rights and perform its obligations under this Agreement. Garage+ may sublicense, make available, disclose and/or offer the Partner content to Affiliates and third parties. In no event shall Garage+ be liable to the Partner for any acts or omissions on the part of any third-party platforms. The sole remedy available to the Partner in respect of such third-party platforms is to (a) request Garage+ (which has the right and not the obligation) to disable and disconnect with such third-party platforms in respect of the Partner; or (b) terminate this Agreement, in accordance with Section 18.

The Partner hereby grants Garage+ the right to:

• remove, edit, cut-down or otherwise amend content supplied by the Partner that is published on the Partner Profile or elsewhere on the Garage+ Website or Garage+ App, including without limitation where such content does not, in Garage+’s reasonable opinion, comply with the warranties identified in this Section 15, or is otherwise in breach of the terms of this Agreement; and
• make use of search engine optimisation services, pay-per-click advertising, and other mechanisms that embody, incorporate or quote (in whole or part) the trading name of the Partner or any brands used in connection with the Partner Services.

The Partner warrants, represents and undertakes that:

• all content that the Partner supplies to Garage+ in connection with this Agreement and/or publishes (or provides to Garage+ for publication) on its Partner Profile or elsewhere on the Garage+ Website will be accurate in all material respects and shall not infringe any other person’s rights (including Intellectual Property Rights) or be defamatory, unlawful, offensive, threatening, or pornographic or otherwise falling below general standards of taste and decency; and
• it shall comply with all applicable laws and advertising regulations in the marketing, sale and provision of the Partner Services and shall obtain all licenses, consents, authorities, qualifications and insurance it is either necessary or reasonably prudent for the Partner to obtain in respect of all its business activities and personnel (but especially in connection with the provision of Partner Services).

Any breach of the warranties in this Section 15 will be a Material Breach of this Agreement.

16. Indemnity

The Partner hereby agrees to indemnify, keep indemnified and hold harmless Garage+ and its officers, directors and employees, from and against any and all claims, demands, obligations, actual or alleged causes of action and lawsuits and all damages, liabilities, fines, judgments, costs (including settlement costs), expenses associated therewith (including the payment of reasonable legal charges and disbursements) and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis)) and all other reasonable professional costs and expenses arising out of or in connection with any breach by the Partner of any term of this Agreement or arising out of any action brought by any third party relating to the Partner Services provided (or not provided), or actions (or failures to act), of the Partner or any person (other than Garage+) acting on its behalf, including, without limitation any action brought in connection with any Data Protection Legislation, Intellectual Property Rights, or a Customer visit to the Partner's place of business.

The Partner acknowledges that Garage+ enters into this Agreement for its own benefit but also as an agent for the benefit and on behalf of each of its officers, directors and employees (each an “Indemnified Third Party” and, collectively, the “Indemnified Third Parties’”) and that the rights in respect of indemnification set out this Section 16 shall be rights and benefits of each such Indemnified Third Party (as if, in each case, a party to this Agreement in its own right). Such rights shall be enforceable under this Agreement by Garage+ as agent for each such Indemnified Third Party. Notwithstanding the foregoing, the Partner and Garage+ may agree in writing to amend any provision of this Agreement without the consent of any of the Indemnified Third Parties, even if that amendment affects or will affect the rights conferred on any Indemnified Third Party hereunder.

This Section 16 shall survive the termination or expiry of this Agreement.

17. Payment Term

• Invoicing: Garage+ will issue an invoice statement to the Partner once a month (the “Invoice Statement”) which will include, among other things, the following contents:
• the balance carried over from the previous Invoice Statement (the “Opening Balance”), if any;
• what Garage+ owes the Partner in respect of Garage+ Bookings with Online Payments in the period since the last Invoice Statement; and
• the resulting account balance (the “Closing Balance”) payable either by Garage+ to the Partner or the Partner to Garage+.

The Invoice Statement will also itemize all categories of Garage+ Bookings and Service Fees, including:

• Garage+ Bookings with Online Payments;
• Collections and Service Fees from cancellations and no-shows; and
• Other Service Fees payable to Garage+ by the Partner which are not directly tied to a collection by Garage+ of payment for a specific Garage+ Booking from a Customer (e.g. an onboarding fee or other professional fee from time to time that may be payable by the Partner to Garage+).
• Partner Payouts: Garage+ will payout Partners daily or weekly in arrears, considering the balance on the Partner Account accrued during the previous day or week (the “Current Balance”). If, for the period of service under consideration, the Current Balance is positive, Garage+ will transfer the amount of the Current Balance to the Partner on the date specified on the Garage+ Website and Garage+ App. Such transfers from Garage+ to the Partner will be made to the Partner’s bank account (the details of which shall be supplied by the Partner on the Garage+ Website and Garage+ App); no further action in respect of the Current Balance will be required by the Partner.

If the Current Balance is negative, the Partner is in debt to Garage+, and no payout will be remitted to the Partner. If the Current Balance remains negative as of the end of the month, the Partner shall remit the same to the Garage+ forthwith, failing which Garage+ will have a right to recover the same alongwith interest @18% p.a.

If the Current Balance is zero, then for the period under consideration, neither Garage+ or the Partner have any obligation towards each other, and there is nothing further for Garage+ or the Partner to do in respect of that period.

Partner Payment Terms: The Partner and Garage+ mutually accept that all monies collected through the Garage+ Payment Services are owed to the Partner, and that as a commercial agent, Garage+ is unable to draw from these monies for any purpose not explicitly mentioned in this Agreement. The Partner also understands and accepts that its usage of the Garage+ Payment Services is available in consideration for the payment of Service Fees, and that the Current Balance may be either decreased (in terms of debits for Service Fees) or increased (in terms of credits granted by Garage+) based on specific, strict criteria related to the commercial terms outlined in this Agreement.

Applicable debits (Service Fees) include:

• Marketplace Fee: Service Fees owed to Garage+ for provision of the Garage+ Booking Services or the Garage+ Payment Services;
• Payment Fee: Service Fees owed to Garage+ for the Partner’s use of the Garage+ Payment Services;
• Chargeback: Service Fees imposed by Garage+ as a result of loss Chargebacks related to the Partner’s use of the Garage+ Payment Services;
• Chargeback Fee: Service Fees imposed by Garage+ as a result of additional penalties from Chargebacks beyond the amount of loss;
• Violation: Service Fees owed to Garage+ for the Partner’s breach of terms outlined in this Agreement or in other commercial agreements executed between Garage+ and the Partner;
• Foreign Exchange Fee: Service Fees owed to Garage+ by the Partner in exchange for foreign exchange fees incurred by the Partner via the Garage+ Payment Services.

Applicable credits include:

• Payment Failure: Credits owed by Garage+ to a Partner to correct for failed payments;
• Bonus: Credits owed by Garage+ to a Partner for bonuses granted by Garage+;
• Refund: Credits owed by Garage+ to a Partner as a refund for Service Fees;
• Credit: Credits owed by Garage+ to a Partner as a credit or grant towards future Service Fees;
• Compensation: Credits owed by Garage+ to a Partner for other types of compensation.

The above lists of applicable debits and credits are comprehensive; neither Garage+ nor its Payment Processors are authorized to debit or credit funds owed to Partners except as explicitly set forth in the use cases above. Invoices generated by Garage+ and provided to Partners will itemize each adjustment to the Current Balance with the applicable reason for adjustment (in cases where multiple reasons may apply, only one justification will be provided).

The Partner and Garage+ mutually accept that all monies collected, Garage+ receives pre-payments from Customers as the Partner's commercial agent and the Customer's debt to the Partner in respect of that shall be discharged when the payment is received by Garage+. Further, unless otherwise agreed in writing between Garage+ and the Partner, any onward payment of amounts collected by Garage+ and due to the Partner will be strictly subject to the Partner having provided the Partner Services pursuant to a Garage+ Booking in accordance with this Agreement. Subject to the preceding condition being satisfied by the Partner, onward payment of any balance will be payable by Garage+ or the Partner, as applicable, as described earlier in this Section 17.

• Remedies: The Partner shall make all payments due to Garage+ without any deduction. If any sum due from the Partner to Garage+ under these terms is not paid on or before the due date for payment, all sums owing by the Partner to Garage+ shall become due and payable immediately and without prejudice to any other right or remedy available to Garage+, Garage+ shall be entitled to:
• suspend or terminate its provision of the Garage+ Services and this Agreement, including disabling the Partner Profile or access to the Garage+ Website or Garage+ App, until arrangements as to payment or credit have been established which are satisfactory to Garage+;
• charge the Partner the cost of obtaining judgment or payment, to include all reasonable professional costs (including legal fees) and other costs of issuing proceedings or otherwise pursuing a debt recovery procedure; and
• where the Partner has multiple venues with Garage+, offset the sums due from Partner to Garage+ against payments due by Garage+ to the Partner in relation to those other venues.
• Payment Methods: The Partner shall make all payments due to Garage+ through the Bank Transfer without any deduction whether by way of set-off, withholding, counterclaim, discount or otherwise. If any sum due from the Partner to Garage+ under these terms is not paid on or before the due date, The Partner shall be responsible for any refunds, chargebacks, banking charges or other administrative expenses (“Bank Charges”) incurred by Garage+ as a result of Partner’s failure to notify Garage+ in advance of changes in payment details and/or arrangements, including but not limited to:
• bank account details;
cancellation of a direct debit mandate;
• insufficient funds;
• card expiry

Garage+ reserves the right to deduct any sums payable to Garage+ by the Partner and any such Bank Charges, from any balance collected by Garage+ on behalf of the Partner, prior to onward payment of the Current Balance to the Partner.

All payments due from Garage+ to the Partner shall be made via bank transfer using the bank details provided by the Partner to Garage+ in the Garage+ Website and Garage+ App (and as set out in the Invoice Statement). It is the Partner’s responsibility to ensure that these details are correct. Garage+ will only make payments due to the Partner directly to the Partner, and cannot make payments to any third party. The Partner shall fully indemnify Garage+ and hold Garage+ harmless against any losses, damages or claims arising out of the Partner’s failure to notify Garage+ of a change of bank account details, including but not limited to any Bank Charges incurred by Garage+ as a result.

In the event of a dispute between Garage+ and the Partner, any undisputed amount of Service Fees will be paid in accordance with this Section 17 to Garage+. The Partner must notify Garage+ of its disagreement within 7 days of receipt of the Invoice Statement setting out in detail the reason. If the Partner fails to do so, the Invoice Statement shall be deemed accepted by the Partner.

The Partner is responsible for withholding and reporting taxes applicable to the Service Fees in accordance with all applicable laws and the requests of the relevant tax authorities, including for any interest and penalties imposed for late payment or failure to withhold. If required, the Partner shall be solely responsible for agreeing with the relevant tax authorities on the tax treatment of the Service Fees. The Partner shall on the request of Garage+ provide copies of tax payment certificates and/or tax exemption certificates. The Partner represents and warrants that it is duly registered with all relevant tax authorities, where applicable.

• Further Acknowledgements: The Partner understands and acknowledges that Garage+ is a commercial booking agent and does not provide the Partner Services to the Customer. The contract for the Partner Services is between the Partner and the Garage+ Customer and as a result, it is the Partner’s responsibility, if the Partner is registered for indirect taxes, to charge indirect tax on the total value of the Garage+ Booking and to provide a tax receipt to the Customer, if requested. Garage+ only charges indirect tax, if any to the Partner on the Service Fees, in consideration for the provision of the Garage+ Services.

In the event of fraudulent or alleged fraudulent activities by the Partner or if Garage+ is required by law, court order, governmental instruction, arbitrational decision or by its cancellation policy to make a refund, of all or part of a Garage+ Booking, Garage+ reserves the right to claim repayment from the Partner of any amount required to be repaid by Garage+ to the Customer and for any Bank Charges relating thereto.

18. Term of Agreement

This Agreement commences on the Effective Date and will continue in effect unless terminated in writing on not less than 30 days’ written notice by either party.

Either party shall be entitled to terminate this Agreement with immediate effect by written notice to the other if:

• the other party commits a Material Breach of any of the provisions of this Agreement (as defined throughout this Agreement), and either that breach is not capable of being remedied or, in the case of a breach capable of remedy, that party fails to remedy the same within 7 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied; or
• the other party is in persistent non-material breach (whether remediable or not) of any of the provisions of this Agreement;
• an encumbrancer takes possession or a receiver is appointed over any of the property or assets of that other party;
• that other party makes any voluntary arrangement with its creditors or becomes subject to an administration order;
• that other party goes into liquidation (except for the purposes of amalgamation or reconstruction and in such manner that the company resulting there from effectively agrees to be bound by or assume the obligations imposed on that other party under this Agreement);
• anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to that other party; or
• the other party ceases, or threatens to cease, to carry on business.

Termination of this Agreement, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination.

19. Confidentiality

Each party acknowledges that, whether by virtue of and in the course of this Agreement or otherwise, it may receive or otherwise become aware of information relating to the other party, their marketing plans, their clients, customers, businesses, business plans, finances, technology or affairs, which is proprietary and confidential to the other party (“Confidential Information”).

Each party undertakes to maintain and procure the maintenance of the confidentiality of Confidential Information at all times and to keep and procure the keeping of all Confidential Information secure and protected against theft, damage, loss or unauthorized access, and not at any time, whether during the term of this Agreement or at any time thereafter, without the prior written consent of the owner of the Confidential Information, directly or indirectly, use, disclose, exploit, copy or modify any Confidential Information, or authorize or permit any third party to do the same, other than for the sole purpose of the performance of its rights and obligations hereunder.

The terms of and obligations imposed by this Section 19 shall not apply to any Confidential Information which:

• at the time of receipt by the recipient is in the public domain;
• subsequently comes into the public domain through no fault of the recipient, its officers, employees or agents;
• is lawfully received by the recipient from a third party on an unrestricted basis; or
• is already known to the recipient before receipt hereunder.

The recipient may disclose Confidential Information in confidence to a professional adviser of the recipient or if it is required to do so by law, regulation or order of a competent authority. This Clause shall survive the termination or expiry of this Agreement.

20. Liability

Limitations of Liability. Without prejudice to the next paragraph, Garage+’s maximum aggregate liability under or in connection with this Agreement, or any related contract, whether in contract, tort (including negligence) or otherwise, shall in no circumstances exceed the Service Fees due and payable to Garage+ hereunder on the date of the event giving rise to the relevant claim. Further, Garage+ shall not be liable for any loss of income or profits, loss of contracts, goodwill, or other intangible losses or for any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise (even if Garage+ has been advised by the Partner of the possibility of such loss or damage).

This Section 20 in its entirety shall survive the termination or expiry of this Agreement.

21. Miscellaneous

1. Interpretation. The division of this Agreement into articles and sections is for convenience of reference only and shall not affect the interpretation or construction of this Agreement.
2. Consent to Communication. Garage+ may contact the Partner via e-mail, telephone, SMS or WhatsApp using the contact information provided on the Garage+ Website and Garage+ App and may be in connection Garage+ Bookings or other questions regarding Garage+ Services and / or the Partner Services.
3. Intellectual Property Ownership. All rights to the Website, App, Partner Sites and the content on it (save for Partner Content) (and all other Intellectual Property Rights belonging to or licensed to Garage+) remain vested in Garage+ at all times. Nothing in this Agreement shall give the Partner any rights in respect of any such Intellectual Property Rights or of the goodwill associated therewith. In order to streamline the Website and the content on it (including the Partner Content), Garage+ may, at its absolute discretion and from time to time, amend the format, content and style of venue page descriptions, photos and menus.
4. Change of Control. In the event of a change of control or senior management of the Partner, the Partner must bring the existence and terms of this Agreement to the new owner or manager’s attention and inform Garage+ of the relevant new personnel’s contact details.
5. Notices. Any notice, invoice or other communication which either party is required to serve on the other party shall be sufficiently served if sent to the other party at the address specified in this Agreement (or such other address as is notified to the other party in writing or by email). Notices sent by registered post or recorded delivery shall be deemed to be served three Business Days following the day of posting. In all other cases, notices are deemed to be served on the day when they are actually received.
6. Amendments. We have the right to revise and amend these terms and conditions from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities, so please review our terms regularly.
7. Nature of Relationship. The relationship of the parties is that of independent contractors dealing at arm’s length. Except as otherwise stated in this Agreement, nothing in this Agreement shall constitute the parties as partners, joint ventures or co-owners.
8. Successors and Assignees. Neither party may assign, transfer, charge, sub-contract or otherwise deal with any part or all of this Agreement without the prior written consent of the other party (not to be unreasonably withheld, conditioned or delayed).
9. Rights of Third-Parties. A person who is not a party to this Agreement has no right to enforce any term of this Agreement.
10. Non-Waiver of Rights. The failure of either party to enforce or to exercise at any time or for any period of time any term of or any right pursuant to this Agreement does not constitute, and shall not be construed as, a waiver of such term or right and shall in no way affect that party’s right later to enforce or to exercise it.
11. Severability. If any term of this Agreement is found to be illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining terms, be deemed omitted from this Agreement and shall in no way affect the legality, validity or enforceability of the remaining terms.
12. Entire Agreement. This Agreement contains all the terms agreed between the parties regarding its subject matter and supersedes any prior agreement, understanding or arrangement between the parties, whether oral or in writing.
13. Governing Law. This Agreement shall be governed and interpreted in accordance with the laws of the United of the United Arab Emirates. The parties submit to the exclusive jurisdiction of the courts in Abu Dhabi, United Arab Emirates to settle any dispute arising out of this Agreement.