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TERMS OF SERVICE

PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS, AS WELL AS VARIOUS LIMITATIONS AND EXCLUSIONS.

These terms of service (the “Terms”) are a contract between you (“you” or “User” or “Buyer”) and WEST MIDDLE EAST GROUP LLC – FZ, a company incorporated and registered in Meydan Free Zone, with company number 2420214.01, whose registered office is at Meydan Grandstand, 6th floor, Meydan Road, Nad Al Sheba, Dubai, UAE (“WME,” “we,” or “us”). You must read, agree to, and accept all of the terms and conditions contained in the Terms to be a user of our website located at www.westmiddleeast.com and all affiliated websites owned and operated by us, our predecessors or successors in interest, or our Affiliates (the “Site”) and the services/products which can be accessed thereon (the “Services” or the “Site Services”). The date of your initial acceptance of the Terms will be recorded by us and evidenced on the Site (the “Effective Date”).

Subject to the conditions set forth herein, WME may, in its sole discretion, amend these Terms at any time by posting a revised version on the Site. WME will provide reasonable advance notice of any amendment that includes any Substantial Change, by posting the updated Terms on the Site, providing notice on the Site, and/or sending you notice by email. You will not be permitted to continue to use the Services, unless you accept the updated Terms. Any revisions to the Terms will take effect on the date which you accept them. 

YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS. IF YOU DO NOT ACCEPT THE TERMS IN THEIR ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE RELEVANT SITE SERVICES AFTER THE EFFECTIVE DATE EXCEPT AS PERMITTED BY THESE TERMS.

IF YOU AGREE TO THE TERMS ON BEHALF OF AN ENTITY OR AGENCY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY OR AGENCY TO THE TERMS. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO YOU AND THAT ENTITY OR AGENCY.

Defined terms and expressions used herein shall have the meanings given to such terms and expressions in Clause 16 of these Terms.

  • WME ACCOUNTS
    1. REGISTRATION AND ACCEPTANCE
      1. By registering for an account to use the Site or Site Services (an “Account”), by using the Site or Site Services after the Effective Date if you had an Account on the Effective Date, or by clicking to accept the Terms when prompted on the Site, you agree to abide by the Terms.
      2. To access and use certain portions of the Site and the Site Services, you must register for an Account. Subject to the Site Terms of Use, certain portions of the Site are available to Site Visitors, including those portions before your Account registration is accepted.
      3. If you create an Account as an employee or agent on behalf of a company, you represent and warrant that you are authorized to enter into binding contracts, including the Terms, on behalf of yourself and the company.
    2. ACCOUNT ELIGIBILITY
      1. WME offers the Site and Site Services for your business purposes only and not for personal, household, or consumer use. To register for an Account or use the Site and Site Services, you must, and hereby warrant and represent that you (a) have or are an employee or agent of and authorized to act for an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation, limited liability company, or other entity); (b) will use the Site and Site Services for business purposes only; (c) will comply with any licensing, registration (including tax/VAT registrations), or other requirements with respect to your business, or the business for which you are acting; (d) are a legal entity or an individual 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) who can form legally binding contracts; and (e) your business(es) is/are not insolvent; and (f) will keep all of your Account details up to date.
      2. You must inform WME as soon as possible if any circumstances arise which result in your inability to comply with the requirements set out in Clause 1.2.1 of these Terms.
    3. USER ACCOUNT PROFILE

To register for an Account to join the Site, you must complete a User profile (“User Profile”), which you consent to be shown to other users and the public in the context of your utilisation of the Services. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your business, your tax/VAT registrations and/or status, your skills, or the services/products your business provides and to correct any such information that is or becomes false or misleading.

  1. IDENTITY AND LOCATION VERIFICATION

When you register or otherwise onboard with WME for an Account you agree that your Account may be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, tax/VAT registrations and/or status and your ability to act on behalf of your business on the Site. You authorize WME, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must provide us on a timely basis with complete and updated information and documentation about yourself and your business. 

  1. USERNAMES AND PASSWORDS

When you register for an Account, you will be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password and agree not to share your username or password with any person who is not authorized to use your Account. You authorize WME to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to the password for any Account. You further agree not to use the Account or log in with the username and password of another User of the Site if (a) you are not authorized to use either or (b) the use would violate the Terms.

  1. PURPOSE OF SITE AND SERVICES
    1. The Site is a marketplace where User may access WME database through Site or otherwise with WME’s permission to get Introduced to potential trading partners and to enter into sale and purchase transactions with such partners Introduced through the Site Services provided by WME (the “Transaction”).
    2. The key features of WME’s Transaction process are as follows:
      1. A database with complete and up-to-date information on industry operators, including verified contact details.
      2. An innovative marketplace where buyers will place their inquiries with WME of potential purchase offers by way of submission of RFQ forms.
      3. A seamless system designed by WME whereby the marketplace ensures that the relevant buyers are matched with the relevant seller, Introductions are made, and the Transaction is executed.
      4. KYC checks of the buyers upon request and subject to additional charges.
      5. Support for buyers in executing the Transaction.
  2. RELATIONSHIP WITH WME
    1. WME provides the Site Services to User on the basis of these Terms. Through the Site and Site Services and User is responsible for evaluating and determining the suitability of any service/product offered on or though the Site. If the User decides to enter into a Transaction, the Transaction is directly between the User and the respective seller. WME is only responsible for the Introductions leading to the Transaction and additional services it may provide upon User’s request.
    2. Without limitation and subject to non-circumvent provisions hereunder, User is solely responsible for (a) ensuring the accuracy and legality of any Transaction, (b) determining the suitability of respective sellers for a Transaction, (c) negotiating, agreeing to, and executing any terms or conditions of the Transaction including verification of all terms and/or (d) paying for services/products offered thereunder. You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Transaction with seller and for verifying any information about seller. WME does not make any representations about or guarantee the truth or accuracy of any information shared by any User, unless it is part of the KYC checks requested by a selling User. You acknowledge, agree, and understand that WME does not, in any way, supervise, direct, control, or evaluate User and/or sellers and/or their products/services and is not responsible for same or for any User content. WME makes no representations about and does not guarantee, and you agree not to hold WME responsible for, the quality, safety, or legality of User products/services; the qualifications, background, or identities of Users; the ability of Users to pay for goods/services; or the ability or willingness of a User to actually complete a Transaction.
    3. You also acknowledge, agree, and understand that User and/or sellers are solely responsible for determining, and have the sole right to determine, which products/services to exchange information on via the Site; the time, place, manner, and means of providing any such products/services; and the price they charge for their products/services or how that pricing is determined or set. You further acknowledge, agree, and understand that: (i) you are not an employee, agent, contractor or consultant of WME, and you are not eligible for any of the rights or benefits of employment with WME; (ii) WME will not have any liability or obligations under or related to a Transaction and/or products/services in respect of which information is exchanged via the Site for any acts or omissions by you or sellers; (iii) WME does not, in any way, supervise, direct, or control any seller or seller’s content; and does not impose quality standards or a deadline for completion of the delivery of any products/services; and (iv) WME does not provide sellers with training or any equipment, labor, tools, or materials related to any Transaction; and (v) WME does not provide the premises at which sellers will perform services or provide products.
  3. TAXES, CUSTOM DUTIES AND BENEFITS

Each User acknowledges and agrees that it is solely responsible: (a) for all tax liability associated with payments made to sellers or received from sellers (including but not limited to all VAT, custom duties and similar taxes), and that WME will not have any responsibility in this regard; (b) for determining whether it is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the products/services in respect of which information is exchanged via the Site and remitting any such taxes or charges to the appropriate authorities, as appropriate; and (c) for determining if it is required by applicable law to withhold any amount relating to amounts paid or payable regarding products/services in respect of which information is exchanged via the Site, and indemnifying WME for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). 

  1. CONTRACTUAL RELATIONSHIP BETWEEN User and Sellers
    1. TRANSACTIONS
      1. If User decides to enter into a Transaction, the Transaction is a contractual relationship directly between User and seller, while WME acts as an Introducer and facilitates execution and implementation of the Transaction. Such User has complete discretion both with regard to whether to enter into a Transaction with any seller on the Site and with regard to the terms of any Transaction. You acknowledge, agree, and understand that WME is only responsible for the Introductions and other services underpinning the Transaction, and that the formation of a Transaction between User and the seller will not, under any circumstance, create an employment, agency or other service relationship between WME and any User or a partnership or joint venture between WME and any User. Other than its role as Introducer and provider of the services pursuant to these Terms, WME is not responsible for the negotiation or content of any Transaction and such Transactions are entered into solely at the risk of the User.
      2. Always subject to the User respecting Clause 8 (Non-Circumvention), with respect to any Transaction, User may enter into any written agreements that it deems appropriate (e.g., supply of good/services agreements, confidentiality agreements, invention assignment agreements, assignment of rights, etc.) with its counterparty provided that any such agreements cannot conflict with, narrow, or expand WME’s rights and obligations under the Terms.
      3. User is responsible for complying with any local requirements in respect of the Transactions. WME expressly disclaims any and all liability with respect to actions or omissions of any User.
    2. DISPUTES AMONG USER AND SELLERS

WME shall have no involvement in disputes between User and sellers. User may pursue disputes independently, but you acknowledge and agree that WME will not and is not obligated to provide any dispute assistance.

    1. FEES
      1. WME will charge User in each Transaction an introduction fee for each Introduction made pursuant to these Terms, in the amount of 5% of the Transaction value (the “Introduction Fee”). The Introduction Fee shall be paid to WME by the User upon execution of the Transaction (signing or conclusion of the definitive agreement underlying the Transaction) but no later than within 2 (two) Business Days from execution, for which WME will issue invoices to the User setting out relevant payment instructions.
      2. If WME has not received payment on the due date, and without prejudice to any other rights and remedies of WME:
        1. WME may, without liability to the User, disable the User’s password, account and access to all or part of the Services and WME shall be under no obligation to provide any or all of the Services while the amount concerned remains unpaid; and
        2. Interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of the WME’s bankers in the United Arab Emirates from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
        3. WME shall be entitled to seek and recover from Users damages, including but not limited to direct, indirect, incidental, or consequential damages, to the extent permitted by applicable law. Such damages shall include, without limitation, compensatory damages, legal fees, court costs, and any other expenses incurred in connection with the enforcement of WME’s rights under these Terms. Additionally, WME may recover any lost profits, loss of business opportunities, and any other economic losses that may arise as a result of a breach or other wrongful conduct of the User. This entitlement to damages shall not be construed to limit any other rights or remedies that WME may have under applicable law.
        4. WME shall at all times and at its absolute discretion, be entitled to suspend, disable or terminate an Account or a Transaction and/or put on the “blacklist” thereby banning you from accessing our Site or our Services where we reasonably suspect that you have failed to comply with your obligations under these Terms.
      3. All amounts and fees stated or referred to in these Terms:
        1. shall be payable in USD;
        2. are non-cancellable and non-refundable;
        3. are exclusive of value added tax, which shall be added (if applicable) at the appropriate rate.
  • WME CONFIDENTIAL INFORMATION
      1. To the extent that any User has access to Confidential Information , it shall hold such Confidential Information in confidence and, unless required by law, not make such Confidential Information available to any third party, or use such Confidential Information for any purpose other than the implementation of these Terms. Each User shall take all reasonable steps to ensure that Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Clause.
      2. Confidential Information shall not be deemed to include information that: (i) is or becomes publicly known other than through any act or omission of the User; (ii) was in the User’s lawful possession before the disclosure; (iii) is lawfully disclosed to the User by a third party without restriction on disclosure; (iv) is independently developed by the User, which independent development can be shown by written evidence; or (v) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
      3. Upon the termination of these Terms or at the written request of WME, the User shall promptly: (i) return all Confidential Information in its possession, custody, or control; or (ii) permanently delete or destroy any copies of Confidential Information in any medium, including electronic formats, and certify in writing to WME that such deletion or destruction has been completed.
      4. The User acknowledges that damages may not be an adequate remedy for any breach of the terms of this Clause 7. Accordingly, WME shall be entitled to seek equitable relief, including the remedies of injunctions or specific performance, for any threatened or actual breach of this Clause 7 by the User, in addition to all other remedies available to WME at law or in equity.
      5. The obligations of confidentiality under this Clause 7 shall survive the termination or expiration of these Terms for a period of 2 years.
  • NON-CIRCUMVENTION
    1. The User acknowledges and agrees that it shall not directly or indirectly circumvent, avoid, bypass, or obviate WME in any business dealings or future transactions with the sellers, or any of its related parties and agrees for itself, its officers, employees and/or parties acting under its directions, that, it and/or any of them shall not in any manner, directly or indirectly, personally or through third parties contact, continue, re-start, enter into, initiate or participate in any negotiations, solicit any offer or expression of interest, contract or procure in any manner any transaction or any business with the sellers and/or its Affiliates and/or any third party whose name has been communicated to User by WME or through the Site, regardless of any activity by the latter or whose identity can be deduced or inferred from communications between the Parties, unless it has received WME’s specific prior written approval. All direct and indirect contact by User and their Affiliates and representatives with WME’s contacts shall be as agreed in advance with WME and always with its full knowledge.
  2. RECORDS OF COMPLIANCE

User will (a) create and maintain records to document satisfaction of their respective obligations under these Terms, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (b) provide copies of such records to WME upon request. Nothing in this subsection requires or will be construed as requiring WME to supervise or monitor a User’s compliance with these Terms or a Transaction. You are solely responsible for creation, storage, and backup of your business records, including all conclusion of sale receipts and transaction records created or generated in the context of any Transaction. These Terms and registration for or subsequent use of the Site will not be construed as creating any responsibility on WME’s part to store, backup, retain, or grant access to any information or data for any period (subject to the terms of privacy policy).

  1. WARRANTY DISCLAIMER

YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. WME MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, PRODUCTS/SERVICES IN RESPECT OF WHICH INFORMATION IS EXCHANGED VIA THE SITE, OR ANY ACTIVITIES OR ITEMS RELATED TO THESE TERMS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND TO THE EXTENT APPLICABLE, WME DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

  1. LIMITATION OF LIABILITY
    1. WME is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms, including, but not limited to:
      1. your use of or your inability to use our Site or Site Services;
      2. delays or disruptions in our Site or Site Services;
      3. viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;
      4. glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services;
      5. damage to your hardware device from the use of the Site or Site Services;
      6. the content, actions, or inactions of third parties’ use of the Site or Site Services;
      7. a suspension or other action taken with respect to your Account;
      8. your reliance on the quality, accuracy, or reliability of Profiles, ratings, recommendations, and feedback;
      9. your need to modify practices, content, or behaviour or your loss of or inability to do business, as a result of changes to the Terms.
    2. ADDITIONALLY, IN NO EVENT WILL WME, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF WME, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THESE TERMS WILL NOT EXCEED THE LESSER OF: (A) USD500; OR (B) ANY SUBSCRIPTION FEES RECEIVED BY WME FROM SUCH USER DURING THE THREE-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. 
  2. RELEASE
    1. In addition to the recognition that WME is only responsible for the delivery of the services underpinning the Transaction, you hereby release WME, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exist as of the time you agree to these Terms. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the User products/services in respect of which information is exchanged via the Site. 
  3. INDEMNIFICATION
    1. You hereby indemnify, defend, and hold harmless WME, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) the use of the Site and the Site Services by you or your agents, including any payment obligations or default incurred through use of the Site Services; (b) any Transaction entered into by you or your agents, or any dispute between you and another User regarding products/services in respect of which information is exchanged via the Site; (c) failure to comply with the Terms by you or your agents; (d) failure to comply with applicable law by you or your agents; (e) negligence, wilful misconduct, or fraud by you or your agents; and (f) defamation, libel, violation of privacy and or data protection rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents. For the purposes of this Clause 13, your agents includes any person who has apparent authority to access or use your Account demonstrated by using your username and password.
    2. “Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party.
    3. “Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.
  4. TERM AND TERMINATION
    1. TERMINATION
      1. Unless both you and WME expressly agree otherwise in writing, either of us may terminate these Terms in our sole discretion, at any time, without explanation, upon written notice to the other, except as otherwise provided herein, in accordance with the requirements in Clause 15.9 of these Terms. In the event you properly terminate these Terms, your right to use the Site and Site Services is automatically revoked, and your Account will be closed. WME is only responsible for the delivery of the services underpinning the Transaction between User and sellers. Consequently, User understands and acknowledges that termination of these Terms (or attempt to terminate these Terms) does not terminate or otherwise impact any Transaction entered into between User and sellers. 
      2. Without limiting WME’s other rights or remedies, we may, but are not obligated to, temporarily or indefinitely revoke access to the Site or Site Services, deny your registration, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: (i) you breach the letter or spirit of any terms and conditions of these Terms; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our users, or WME or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit or illegal activity. If your Account is temporarily or permanently closed, you may not use the Site under the same Account or a different Account or reregister under a new Account without WME’s prior written consent. 
      3. You agree as follows: IF WME DECIDES TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT, WME HAS THE RIGHT WHERE ALLOWED BY LAW BUT NOT THE OBLIGATION TO: (A) NOTIFY SELLERS THAT HAVE ENTERED INTO TRANSACTION WITH YOU TO INFORM THEM OF YOUR CLOSED ACCOUNT STATUS, (B) PROVIDE THOSE SELLERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT CLOSURE. YOU AGREE THAT WME WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY NOTICE THAT IT MAY PROVIDE TO ANY USER REGARDING CLOSED ACCOUNT STATUS OR THE REASON(S) FOR THE CLOSURE.
    2. ACCOUNT DATA ON CLOSURE

Except as otherwise required by law, if your Account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep on the Site and that any closure of your Account may involve deletion of any content stored in your Account for which WME will have no liability whatsoever. WME, in its sole discretion and as permitted or required by law, may retain some or all of your Account information.

  1. SURVIVAL

After these Terms terminate, the parts of these Terms that expressly or by their nature contemplate performance after termination or expiration of these Terms will survive and continue in full force and effect. For example, the dispute resolution provisions, indemnification, payment of fees, limitations of liability, disclaimers and waivers, each, by their nature, contemplate performance or observance after these Terms terminate. Without limiting any other provisions of the Terms, the termination or expiry of these Terms for any reason will not release you or WME from any obligations incurred prior to termination of these Terms or that thereafter may accrue in respect of any act or omission prior to such termination.

  1. GENERAL
    1. FORCE MAJEURE

WME shall have no liability to the User under these Terms if it is prevented from or delayed in performing its obligations under these Terms, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the WME or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the User is notified of such an event and its expected duration.

  1. CONFLICT

If there is an inconsistency between any of the provisions in the main body of these Terms and the appendices (if any), the provisions in the main body of these Terms shall prevail.

  1. WAIVER

No failure or delay by WME to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

  1. RIGHTS AND REMEDIES

Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.

  1. SEVERANCE

If any provision (or part of a provision) of these Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of these Terms.

  1. ENTIRE AGREEMENT
    1. These Terms, and any documents referred to herein, constitute the whole agreement between WME and the User and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
    2. The User acknowledges and agrees that in agreeing to these Terms, it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person relating to the subject matter of these Terms, other than as expressly set out in these Terms.
  2. ASSIGNMENT
    1. The User shall not, without the prior written consent of WME, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.
    2. WME may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.
  3. NO PARTNERSHIP OR AGENCY

Nothing in these Terms is intended to or shall operate to create a partnership between WME and any User, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

  1. SANCTIONS
    1. By agreeing to these Terms, the User represents and warrants that, it is not (a) located in, or resident or national of, any country that is subject to comprehensive economic sanctions of the United States, the United Kingdom and the European Union or its member states, or other relevant jurisdiction, including but not limited to Cuba, Iran, North Corea, Syria, Belarus, Myanmar, the Crimea region of Ukraine and the Government of Venezuela; (b) identified on any United States or European Union government restricted party lists, including but not limited to: the OFAC Specially Designated Nationals and Blocked Persons List, the U.S. Denied Persons List, the U.S. Entity List, or the EU Consolidated List of Persons, Groups, and Entities Subject to EU Financial Sanctions; or (c) engaging in any activities that would cause us to be in violation of U.S. or EU economic sanctions or trade restrictions.
    2. WME reserves the right to terminate or suspend the Services without notice if WME determines, in its sole discretion, that User is in violation of this Clause 15.9. User agrees to indemnify and hold WME harmless from any claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to your breach of this Clause 15.9.
  2. NOTICES
    1. Any notice required to be given under these Terms shall be in writing and shall be delivered by pre-paid first-class post or recorded delivery or certified post to the other party at its address set out in these Terms or in a User’s Profile/Account, or such other address as may have been notified by that party for such purposes.
    2. A correctly addressed notice sent by pre-paid first-class post or recorded delivery or certified post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.
  3. GOVERNING LAW

These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Dubai International Financial Center (DIFC). 

  1. JURISDICTION

Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity hereof, shall be referred to and finally resolved under the Arbitration Rules of the DIFC – LCIA Arbitration Centre, which Rules are deemed incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be DIFC. The language to be used in the arbitral proceedings shall be English.

  • definitions
    1. “Services”, “Site”, “Site Services”, “User”, “Buyer” and “Effective Date”: have the meanings given in the introductory Section the Terms.
    2. “Account”: has the meaning given in Clause 1.1.1 of these Terms.
    3. “Affiliates”: any entity that, directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with WME.
    4. “Business Day”: a day on which banks are generally open for business in Dublin, Ireland.
    5. “Confidential Information”: any and all proprietary, sensitive, or non-public information of WME disclosed to User in connection with these Terms, whether disclosed in oral, written, electronic, or any other form, and irrespective of whether such information is marked as “confidential” or not, including but not limited to, business and financial information, information relating to products, services, pricing, marketing, operations, customers, employees, investors, investments, trade secrets, know-how, plans, budgets, strategies, legal documents, agreements, offers, financial and/or other affairs of WME, inventions, ideas, source and object codes, data, programs, software, improvements, discoveries and/or valuation calculations and any other information that due to the context or manner of disclosure, a reasonable person would consider to be confidential.
    6. “Control”: a person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the other person (whether through the ownership of voting shares, by contract or otherwise) and “Controls” and “Controlled” shall be interpreted accordingly.
    7. “Intellectual Property Rights”: any and all intellectual property rights of any nature, whether registered, registerable or otherwise, including patents, utility models, trade marks, registered designs and domain names, applications for any of the foregoing, trade or business names, goodwill, copyright and rights in the nature of copyright, design rights, rights in databases, moral rights, know-how and any other intellectual property rights that subsist in computer software, computer programs, websites, trade secrets, documents, information, techniques, business methods, drawings, logos, instruction manuals, lists and procedures and particulars of customers, marketing methods and procedures and advertising literature, including the “look and feel” of any websites, and in each case all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these that may subsist anywhere in the world, in each case for their full term, together with any future rights and renewals or extensions, and “Intellectual Property” shall be interpreted accordingly.
    8. “Introduction” shall mean the provision to buyers of the contact details of prospective sellers and arrangement of a meeting between buyer and prospective seller. “Introduce”, “Introduces”, and “Introduced” shall be interpreted accordingly;
    9. “Introduction Fee” has the meaning given in Clause 6.1 of these Terms.
    10. “Substantial Change” means any amendment to these Terms which materially alters the terms and conditions applicable to the Services and/or materially affects the User’s interests.
    11. “Transaction”: has the meaning given in Clause 2.1 of these Terms.
    12. “User Profile”: has the meaning given in Clause 1.3 of these Terms.

 

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