CONTRACT/AGREEMENT:

• All assigned contracts, with the agreed scope of work, work schedule and deliverables with any and all amendments, supplements, extensions, and renewals thereof including, without limitation, now or hereafter existing: (a) warranties, and guarantees provided for or arising out of or in connection with any of the foregoing agreements; (b) to all other amounts from time to time paid or payable under or in connection with any of the foregoing agreements; or (c) to exercise or enforce any and all covenants, remedies, powers, and privileges thereunder will be between the “Client” and the “Provider”.

1. PREPARATION OF WORK BREAKUP STRUCTURE (WBS)

• The Provider shall prepare a Work Breakup Structure (WBS) for the Services to be provisioned. In general, the purpose of the WBS is to identify the work, functions, specifications, design elements, facilities and other resources to be provided by the client for the tasks specified in the WBS to be performed by Provider.1.1 A listing of all items to be delivered to Client under this Agreement (“Deliverables”).1.2 Deployment, Hosting & Publisher Accounts. Following are the hosting details to be created on the client account. (Client to consume the cost)
  • Amazon AWS Hosting (recommended, but are always open to other suggestions)
  • Website Domain
  • Apple and Play store developers’ account (IF REQUIRED)
  • App Sharing Platform (Appforshare Subscription)
  • Google Maps API services (IF REQUIRED)
  • SMS Account API services (IF REQUIRED)
  • Email Account (IF REQUIRED)
  • Firebase Account for Notifications (IF REQUIRED)
  • Any 3rd party API or Service Integration (IF REQUIRED)
      1.3 Adjustments During the different project stages, the Client and Provider may mutually agree to adjust, cancel or deter functionality or elements of the project defined in the proposal, either written, discussed or implied. In the event of a change, the Provider will adjust the estimated number of hours towards other functionality(ies) and/or reduce from pending invoices as an adjustment to the contracted estimated cost. The hourly rate will remain as defined in the original agreement and will not change during the life cycle of the project (including all phases and any new inclusions/features), unless mutually agreed between both parties.

2. COMPLETION DATE

• Provider shall complete the Project as mutually agreed after the signing and initial kick-off payment.Future scope of work will be defined in addendums to this agreement if both parties mutually agree to continue the relationship. The Provider agrees to work expeditiously to complete the Project within the deadline. The Client shall conduct discovery sessions and shall give a walkthrough of the existing prototype to the Provider. The discovery sessions shall be scheduled on the availability of the of the Client or Client’s appointed representative. The Provider will initiate the Project when this Agreement is duly signed, and the initial payment has been made as per the development fee breakup.The timeline mentions Monday to Friday as working days 09:00 – 18:30. The Client shall reply with his feedback on designs, sprint builds and or testing materials sent by the Provider within 3 working days or timeline mutually agreed between both parties in writing (official Email only).

3. DEVELOPMENT FEES.

• 3.1 The Client shall pay for the compliant services for Project delivery on a fixed fee basis or time & material or augmentation or monthly retainer basis and according to the payment schedule as agreed and negotiated between the client and the provider.3.2 The Provider shall issue the invoice against the Client’s written approvals of the completed and signed-off deliverable as per the schedule set forth above. The Client must send the payment within three (03) working days after the receipt of the invoice.   3.3 No extra works should be carried out by the Provider as part of this Agreement. However, if additional work is identified by either Party (e.g., optional feature requiring significant workflow addition and/or adjustment, additional function, …), not originally considered as part the Project, the Provider must submit a variation proposal, including at least a technical description, a detailed breakdown, the mitigation plan, and agree the variation fees with the Client, prior to initiation of the effort. If there is no discussion on a Change Request (CR) prior to initiation and/or completion of the effort, then the Client is not liable to accept this as a monetary change request. The Provider agrees to use the same hourly/daily rate for the variation proposals. The Provider is only entitled to execute the variation works against a formal written validation from the Client. In such event, the Agreement should be complemented by the specific addendum for the dedicated variation order.   3.4 The Provider will proactively and as part of the project management tool provide clear communication and visibility of the expectations of the Client. The Provider understands that clarity on timelines and expectations is of utmost importance to ensure no delays take place.   3.5 Technical Support of the solution will be provided for a period of 30 days to ensure stability and tacking of any identified bugs in the application (mobile and web) of modules developed. The Provider undertakes to ensure specific resources, reviewed by the Client and available for the duration of the support period, is available in the event of any technical issues.

4. ACCOUNT & PROJECT MANAGEMENT TOOLS

• The Provider uses JIRA, a third-party project management tool to connect the Provider’s members of staff such as the project manager, account manager, developers and designers with the Client’s nominated team who would be assigned by the Client to manage the Project.All communication, intimations, feedback is logged, and the trails shall be maintained on Slack, the project management tool. The Client shall be granted access to Slack, the project management tool as this upon the execution of this Agreement.

5. INTELLECTUAL PROPERTY

• 5-1. During the term of this Agreement, the Provider is NOT authorized to use the trademarks of the Client in connection with the Services.Upon expiration or termination of this Agreement, the Provider shall immediately discontinue and forever desist of any and all use of the Trademarks and shall not seek to register the Trademarks or any name or mark which in whole or in part either substantially resembles or is confusingly similar to the Trademarks. All deliverables including website, mobile apps, back-end system and other assets shall be Client property. The ownership of the software license shall become 100% Client property as soon as they are produced and/or created. For the avoidance of doubt, the Client shall be the exclusive owner of all patents, copyrights, trademarks, design rights and other intellectual property rights and know-how including discoveries, inventions, technical information, procedures, manufacturing or other processes, hardware and software developed by or, directly or indirectly, on behalf of the Provider before or after the signing of this Agreement and that (i) are related to the products, or (ii) arise as a result of any work provided to Client under this Agreement as amended from time to time5-2. The Provider hereby agrees that all work products, results, ideas, inventions, improvements, discoveries, products, methods, techniques, know-hows, designs, specifications, drawings, computer programs or codes, derivative works, or processes (hereinafter referred to as the “Inventions”), whether or not patentable or copyrightable, that are discovered, conceived, reduced to practice, made, or developed by the Client or the Provider, either alone or jointly with others, based on, deriving from or in conjunction with the deliverables defined in this Agreement shall be and remain the sole and exclusive properties of the Client.  The Provider shall transfer all inventions to the Client as soon as they are produced and/or discovered. The Provider may not, during the performance of the development or thereafter, use, directly or indirectly, the Inventions and/or the same or similar ideas, concepts or themes as those forming part of the Project for any other party than the Client.   5-3 This clause shall remain effective after the termination of the Agreement.

6. CONFIDENTIAL INFORMATION

6-1.  The Provider agrees that any and all business, technical, creative, financial, proprietary and other information, including but not limited to the Inventions, disclosed or otherwise made available or known to the Provider, either before or after the Effective Date, for the purposes of this Agreement constitutes confidential information (hereinafter referred to as the “Confidential Information”). 6-2.  The Provider uses the “Confidential Information” solely for the development of the Project.  The Provider may divulge the “Confidential Information” only to those of its employees who have a direct need to know for the development of the Project; provided that the Provider shall obligate in writing all such employees, both during and after their relationships with the Provider, to use and hold in confidence the “Confidential Information” in a manner consistent with the obligations of the Provider  under this Agreement and shall take all necessary actions to ensure their compliance.  The Provider shall be fully responsible and liable to the Client for any unauthorized use or disclosure of any “Confidential Information” by any of such employees of The Provider. Two step secured Password protection for back-end database and all Client information will be only with the Client authorized personals and support team at the Provider. 6-3. Except as expressly provided otherwise in this Agreement, The Provider shall hold in strict confidence and not disclose, communicate, use, sell, assign, disseminate, lecture upon, publish or divulge any Confidential Information to any person or entity in any manner whatsoever.  All “Confidential Information” shall be the sole property of the Client, and the Client shall be the sole owner of all patents, copyrights and other rights in connection therewith. 6-4.  The Provider shall strictly safeguard all Confidential Information and shall, upon the Client’s request, destroy or return all written materials, documents and other tangible things that contain or derive from the “Confidential Information”, including without limitations, any analyses, compilations, summaries, notes, documentations, computer files, computer programs, plans and drawings, as well as any copies, extracts or reproductions in whole or in part and in any medium thereof; provided however, that subject to the terms and conditions of this Agreement. 6.5 The Confidentiality clauses remain effective after the termination of the Agreement.

7. RECORDS AND INSPECTION

• 7-1.  The Provider shall keep accurate and comprehensive records of the communication logs on JIRA, the project management tool and email trails for the period of three (3) years. Such records shall be kept and maintained for each access and traceability.7-2.  The Client shall have the right to inspect and make copies of the Provider’s communication logs on Slack, the project management tool and email trails, and documents related to the project development for purposes of confirming the Provider compliance with the terms and conditions of this Agreement.

8.LIABILITY & INDEMNIFICATION

8-1. The Provider shall hold harmless and indemnify the Client in full from and against any and all liability arising out of (i) death, injury, loss or damage arising from the Provider’s act or omission, or (ii) the Provider’s failure to satisfy its obligations under this Agreement or any untruthful statements or representations by Provider in this Agreement. 8.2 The Services shall be performed in accordance with and shall not violate any applicable laws, rules, or regulations, and the Provider shall obtain all permits or permissions required to comply with such laws, rules, or regulations.

9. TERMS OF AGREEMENT

This Agreement commences on theEffective Date and shall continue until full performance by both parties. However, this Agreement may be terminated prior the completion by either party within two (02) weeks’ notice. Any such termination will be governed under below sub-clauses. 9.1 If the Agreement is terminated by the Client for convenience, the payment due will be based upon the status of completion of the Project.  Any incomplete milestones will not be compensated. 9.2 Ifthe Agreement is terminated by the Client for the Provider’s non-compliance or default (including insolvency), the Provider will be liable to return the entire amount received at the given time back to the Client.The Provider will also be liable to provide all elements, documentation, code, etc. to the Client. 9.3 Ifthe Agreement is terminated by the Provider for convenience, the Provider will be liable to return the entire amount received at the given time back to the Client. 9.4 In any of the above scenarios none of the parties will held each other accountable for the damages, losses it may have received as a result of termination. 9.6 All progressed work, design, developed materials, code, credentials, source files will be handed over to the Client till the date of any such termination. 9.7 The violation of clause 12 should be treated respectively as sub-clause 9.2

10. ENTIRE AGREEMENT, ASSIGNMENT,GOVERNING LAW AND JURISDICTION

This Agreement supersedes all oral and written representations and Agreements between the parties including, but not limited to any earlier agreement relating to the subject matter thereof. This Agreement and all disputes and claims arising out of or in connection with its subject matter are governed by and construed in accordance with the laws of Dubai International Financial Centre (DIFC). The parties shall use their best endeavors to settle amicably any differences that arise. Any dispute, difference, controversy or claim arising out of or in connection with this Agreement, including (but not limited to) any question regarding its existence, validity, interpretation, performance, discharge and applicable remedies, shall be subject to the exclusive jurisdiction of the Courts of the Dubai International Financial Centre and as far as possible by the DIFC Small Claims Tribunal (SCT).

11. FORCE MAJEURE

Any Party shall be not being considered in breach of or in default under this Agreement on account of, and shall not be liable to the other Party for, any delay or failure to perform its obligations hereunder by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that Party’s reasonable control (each a “Force Majeure Event”); provided, however, if a Force Majeure Event occurs, the affected Party shall, as soon as practicable: 11.1 Notify the other Party of the Force Majeure Event and its impact on performance under this Agreement; and 11.2 Use reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations hereunder. 11.3 The Provider has assessed the current working environment and impact of the global COVID-19 outbreak and, after due care and attention, can confirm that COVID-19 cannot be deemed a force majeure event for the purposes of this Agreement On the inception of agreement, Provider shall share the concerned personnel details responsible for the Project under the agreement. If the assigned personnel of the Project, show any symptoms related with covid-19 and accordingly if the required test results are positive, the Provider is required to notify the client immediately and accordingly share with the client the test results in the form and manner as approved by Ministry of Health, UAE. The Provider undertakes to assign alternate personnel for the Project within a period of 05 days, should the staff working on the Project is disqualified to continue the assigned work due complications related to Covid-19.Any such change, including but not limited to COVID related challenges, should be authorized by the Client

12. ETHICS:

12.1 The Parties pledge to carry out their activities respecting the principals of honesty and fairness but also the rules applicable in terms of the competition and prohibition of corruption in the commercial transaction. 12.2 The Parties also pledge to not deliver deeds and/or carry-out transactions that may be considered active or passive corruption, facilitate payments, insider trading, favoritism or complicity in such transactions when negotiating or executing their contracts. 12.3 The Parties guarantee and declare that they have no conflict of interests to carry out the Project. 12.4 Finally, the Parties pledge that they, as well as their own suppliers, service providers and/or sub-contractors, shall respect the rules of conduct mentioned in this Clause. 12.5 Within the framework of conducting their business, the Parties, as well as their own suppliers, service providers and/or sub-contractors, declare and guarantee that they comply with:

1. a) All applicable laws, codes, regulations and decrees within the framework of this Agreement;
2. b) All international sanctions notably issued by the United Nations (UN), the World Bank, the European Union or the Office of Foreign Assets Control (OFAC);
3. c) The OECD Convention on the fight against corruption of foreign public agents in international commercial transactions and any law and/or regulation relating to the fight against corruption, such as, but not limited to, the Sapin II law and the FCPA. For this, each Party declares, guarantees and pledges to not receive, nor offer, pay or promote the payment, directly or indirectly, of anything of value to a person (civil servant or private individual) within the framework of the business opportunity arising from this Agreement. Furthermore, each Party shall immediately inform the other Parties in writing if a whistleblower receives a request from a person requesting illicit payments;
4. d) The rules relating to Anti-Money Laundering (AML) policies and procedures and the measures for combating the financing of Terrorism (CFT);
5. e) All of the applicable rules in terms of competition. To this extent, each Party pledges to respect the independence required for the contract awarding procedure and to not offer its clients other advantages that contribute to maintaining good relations;
6. f) All of the rule of the International Labor Organization (ILO) concerning, notably, but not exclusively, forced labor (as defined in the conventions C29 and C105), child labor (as defined in the conventions C128 and C182) and equal opportunity and treatment (as defined in the convention C111). The Parties also pledge to respect the fundamental rights of their employees, in accordance with the national applicable regulations and texts, such as the Universal Declaration of Human Rights and the United Nations Global Compact.

13. GUARANTEES, WARRANTIES, INDEMNITIES & THIRD-PARTY CODE

The Provider guarantees;

• The code commissioned by the Client has been specifically developed for the Client and that no third party has rights to the code that conflict with those granted to the Client (Warranty of Title).
• The mobile application and related materials, elements, items, etc. and its services will not infringe any third-party rights
• The mobile application will perform according to technical specifications defined and mutually agreed and will meet defined business requirements
• The mobile application’s security configuration complies with best practices and is aligned with local legislation and GDPR protection requirements
• Adherence to the NDA (Non-Disclosure Agreement) signed at the beginning of the Project/Proposal Stage. For the avoidance of doubt, no discussions on the project, its functionality, or any element is discussed outside of the immediate project group defined for the project

The provider guarantees (and provides warranties) to the Client the careful assessment and selection of appropriate resources (tools, development languages, third-party solutions, etc.) for the effective development and launch of the Mobile Application. The code used is compliant with all local legislations, to the best of the Provider’s knowledge. The Provider assures the Client in “perfecting” the assignment and solutions developed by fixing all known and identified bugs and glitches (including performance issues) up to 6 (six) months from the official launch (not BETA version) of the mobile application. The Provider guarantees full compliance with the terms and conditions linked to app stores (Apple App Store, Google Play, etc.) and any other third-party solution provider (hosting providers, etc.).