Ogram FZ LLC (“Company”) operates an Online Platform (as hereinafter defined) under the brand “Ogram” which allows Clients (as hereinafter defined) to book, arrange and schedule a Service (as hereinafter defined) and/or purchase and/or rent a product with licensed and independent third party Service Providers (as hereinafter defined). The Company itself is not a provider of Services. These General Terms and Conditions shall govern the access and the use of the Online Platform as well as the application procedure of the Service Provider until the Company and the Service Provider have entered into a separate binding service agreement. Any application by the Service Provider on the Online Platform shall be non-binding and does not constitute a binding contractual relationship between the Company and the Service Provider. Any application by the Service Provider shall be subject to changes, including but not limited to the hourly rate suggested by the Service Provider. The Company has the right to reject the whole application of the Service Provider without any reason or to request the Service Provider to change her / his suggested hourly rate before accepting her / his application for the further application procedure. Any acceptance of an application shall be at the sole discretion of the Company. The Service Provider undertakes and agrees to provide true, accurate, current and complete information about him / her as prompted by the applicable registration or log-in form, and he / she shall be responsible for keeping such information up-to-date, including but not limited to contact information, so that the Company can reliably contact the Service Provider. Any typographical, clerical or other error or omission in the content of the Online Platform, any Job Posting (as hereinafter defined), price list, Job (as hereinafter defined) offer, hourly rate of the Service Provider, invoice or other document of information issued by the Company shall be subject to correction without any liability on the Company’s part. These General Terms and Conditions may not be varied unless expressly agreed to in writing by duly authorized representatives of the Company and the Service Provider.
“Client” shall mean any person ordering any Services from the Online Platform irrespective of their geographical location.
“Job” shall mean the delivery of the Service Provider’s Services at the specified Premises (as hereinafter defined) as mentioned in the Job Posting provided to the Service Provider by the Company and / or according to other relevant instructions given to the Service Provider by the Company.
“Job Posting” Job Posting is a document provided electronically beforehand and / or by hand to the Service Provider upon his / her arrival at the office of the Company and contains all details of a Client’s order including but not limited to: costume requested, occasion, name of Recipient, Premises, time & date, personal message to be orally delivered, and any add-ons requested.
“Online Platform” shall mean the website of the Company (www.ogram.co) or any other website, app and/or social media account used by the Company to offer Services to Clients.
“Personal Data” shall mean information that can be used to identify the Service Provider or contact the same as an individual, as well as information attributed with such information, including but not limited to the name, age or date of birth, address, email, phone numbers, pictures, spoken languages, nationality, weight and height, passport copy, visa copy, Emirates ID copy, personal biography, video or sound clips and any other Personal Data of the Service Provider required by the Company.
“Premises”: The office, home, restaurant or any other private or public buildings and/or premises where the Service is booked to be performed.
“Recipient”: The person(s) receiving the Service which may be identical or different from the Client.
“Service” shall mean services provided by the Service Provider as agreed upon between the Company and the Service Provider based on a separate service agreement and as per the respective Client’s Job request.
“Service Provider” shall mean a licensed and independent service provider with profound experience in his / her area of expertise, in his / her capacity as entrepreneur, i.e. a natural or legal entity acting in exercise of his / her commercial or independent professional activities in the conclusion of a legal transaction.
PURPOSE AND SCOPE OF PERFORMANCE
Subject to the Company and the Service Provider having entered into a separate binding service agreement, the Company appoints the Service Provider to perform specific Services for Clients if Clients request such Services from the Company to be performed by a Service Provider through the Online Platform or any other means of communication.
The Service Provider is required to deliver the respective Services as agreed upon in his / her service agreement at the specified Premises as mentioned in the Job Posting provided to the Service Provider by the Company and / or according to other relevant instructions given to the Service Provider by the Company.
Jobs will be allocated based on availability, character assignment and preferences of the Clients. For the avoidance of doubt, the Service Provider acknowledges that Jobs are solely dependent on demand of Clients and accordingly the Company does not guarantee a minimum amount of Jobs to the Service Provider.
RESPONSIBILITIES AND OBLIGATIONS OF THE SERVICE PROVIDER
With the submission of the application over the Online Platform, the Service Provider herewith expressly confirms and warrants that
a) He / she is in compliance with the laws and rules & regulations applicable in the United Arab Emirates;
b) All offered Services performed by him / her will be performed in a timely, effective, good and workmanlike manner, in accordance with applicable industry standards established by those engaged in a business similar to that of the Service Provider and in accordance with and subject to a separate binding service agreement having been entered into by the Service Provider and the Company;
c) He / she has obtained at his / her own cost all licenses (including professional licenses), visas, permits, certificates, certifications, approvals, consents and authorizations necessary for the Service Provider to provide the Services in the United Arab Emirates. In the event that the Service Provider shall fail to provide or shall fail to maintain any of the aforementioned such licenses and approvals he / she shall indemnify and hold harmless the Company from all claims made by any third party against the Company in this regard;
d) He / she undertakes to render the Services assigned to him / her personally. Involvement of his / her staff or of subcontractors shall require the Company's prior consent;
a) He / she provides correct and up to date Personal Data to the Company and to ensure that the Personal Data uploaded to the Online Platform is being kept up to date.
The parties shall hold in confidence and shall not disclose to any person any information on the business operations of the respective other party (hereinafter referred to as “Confidential Information”). The parties shall use such Confidential Information only for the purpose for which it was disclosed and shall not use or exploit such information for its own benefit or for the benefit of another person without the prior written consent of the respective other party.
The foregoing obligation shall not apply, however, to such Confidential Information and/or to any part thereof which the parties can prove: is generally known to the public at the time of disclosure or becomes generally known through no wrongful act on the part of the concerned party; becomes known to a party through disclosure by sources other than the respective other party, whether direct or indirect, with respect to such information and having the legal right to disclose such information;is required to be disclosed by a party to comply with applicable laws or governmental regulations, provided that the concerned submits prior written notice of such disclosure to the respective other party and takes reasonable and lawful actions to avoid and/or minimize the extent of such disclosure.3. At the request of the disclosing party, the other party shall return all documents and materials containing or reflecting any Confidential Information.
The Service Provider shall receive for each assignment a fee in UAE dirhams based on the rates per hour as agreed upon between the Company and the Service Provider in a separate service agreement.
The Service Provider acknowledges and agrees that the Company shall receive a fee equal to a gross margin as agreed between the parties upon signing of a separate service agreement. This gross margin shall be added to the hourly rate of the Service Provider. The total hourly rate (i.e. hourly rate of the Service Provider plus gross margin of the Company) will be displayed to the Clients on the Online Platform as total hourly rate of the Service Provider.
The above mentioned fee shall be inclusive of all costs related to the provision of the Services, including but not limited to transportation costs of the Service Provider unless otherwise agreed.
The total fee charged will be based on the duly authorized attendance sheet (By Client and Service Provider) or the built in clock-in and clock-out feature.
RELATIONSHIP & REPRESENTATION
Subject to the conclusion of a separate binding service agreement the Service Provider is an independent third party provider of the respective offered Services and the relationship between the parties shall not be deemed to create a partnership, agency, sponsorship or an employer-employee relationship between the Parties.The Service Provider is neither authorized to represent the Company nor to enter into any obligations or otherwise bind the Company vis-à-vis third parties. Furthermore, the Service Provider is not authorized to collect any monies or other receivables on behalf of the Company.
INDEMNIFICATION AND LIMITATION OF LIABILITY
The Service Provider agrees to indemnify, defend and hold the Company and its affiliates, representatives, directors, officers, employees and agents, harmless from and against any claims, liabilities, losses, damages, costs and expenses, including reasonable attorneys' fees, arising from or relating to the Service Providers’ use of the Online Platform, his / her submissions to the Online Platform, or any violation of these General Terms and Conditions, or applicable law, negligent acts, omissions, misconduct or criminal acts by him / her.
If the Service Provider is dissatisfied with the Online Platform and / or the description of the Services and/or the use of his / her Personnel Data or with any of these General Terms and Conditions his / her sole and exclusive remedy is to discontinue using the Online Platform.
In no event will the Company be liable for any damages, including but not limited to direct and indirect, special, incidental, consequential or punitive damage, arising from or directly or indirectly related to the use of, or the inability to use the Online Platform.
The Company shall not have any liability to the Client for any direct, indirect, special or consequential losses or damages arising in contract, tort (including negligence) or otherwise arising from the Client’s use of or inability to use the Services; any breach or violation of any of these Conditions; and/or any violation of the rights of any third party, including Service Providers .
Whilst it is of utmost importance to the Company that the Service Provider complies with the Company’s standards, the Company does not endorse any individual Service Provider and in no event shall the Company be responsible or liable for any defect in the performance of services by such third party Service Providers.
In the event that the Company is found to be liable to the Client in relation to a Job, the Company’s total aggregate liability shall be limited to Charges paid by the Client for the Job.
The Client shall fully indemnify the Company against:
(a) all costs, claims, demands, liabilities, damages and expenses (including legal costs and expenses) incurred by the Company in connection with any prosecution or civil claims (including regulatory action) by any third party against the Company in relation to either party’s performance of this Contract including the performance of a Job by a Service Provider, or the defense of any such prosecution or civil claim; and
(b) During the term of the Contract, the Client shall maintain in force, professional indemnity insurance, public liability and insurance cover for any loss, injury or damage caused to any third party and by or to any Service Provider.
DATA PROTECTION POLICY
The Company is committed to a policy of protecting the rights and privacy of the Service Provider and Client. In accordance with the laws of the United Arab Emirates the Company gathers and uses certain Personal Data about the Service Provider and the Service Provider hereby explicitly agrees to the collection of Personal Date by the Company.
The Company collects Personal Data via the Online Platform in a variety of circumstances, such as when the Service Provider uploads an application and / or documents; conducts a transaction on the Online Platform; creates an account on the Online Platform; edits his / her online profile; signs up for newsletters or certain services or submits a comment or question to us by using a "contact us" or similar feature on the Online Platform.
The Service Provider and Client hereby agree that such Personal Data may be held by the Company, including but not limited, for the following purposes:
b. Accounts & records;
c. Advertising, marketing & public relations;
d. Publication on the Online Platform and/or social media accounts of the Company;
e. Information and databank administration;
f. Journalism and media;
g. Communication with the Client and Service Provider;
h. Servicing the Client and Service Provider
i. Billing the Client and paying the Service Provider
4. The Service Provider hereby accepts and agrees to the above mentioned use of his / her Personal Data.5. The Personal Data visible on the Online Platform will be deleted by the Company immediately after the termination of the separate service agreement between the Service Provider and the Company.6. Appropriate technical and organizational measures have been taken against unauthorized or unlawful processing of Personal Data and against accidental loss or destruction of Personal Data. All Company computers have a log in system and the Company’s contact database is password protected, which allow only authorized staff to access Personal Data.7. The Company shall be entitled to edit profiles, delete images and text of the Service Provider and to amend the content on the Online Platform at its sole discretion, e.g. if the Company is of the opinion that the respective content is not suitable to be published on the Online Platform.8. The Service Provider irrevocably agrees that the Company may access, maintain, and disclose information the Service Provider provided to the Online Platform if required to do so by law or if the Company, in good faith, believes that such access, maintenance or disclosure is reasonably necessary to: (i) comply with any legal process; (ii) enforce these General Terms and Conditions; (iii) respond to claims that any material or information posted, provided, transmitted, or otherwise made available over the Online Platform violates the rights of third parties; (iv) or otherwise protect the rights and property of the Company, its Clients and the general public.
The Online Platform and all rights therein are and shall remain the Company’s property. Neither these General Terms and Conditions nor the Service Providers’ use of the Online Platform convey or grant to the Service Provider any rights: (i) in or related to the Online Platform; or (ii) to use or reference in any manner the Company’s company names, logos, product and service names, trademarks or services marks. Certain names, logos, and/or phrases on the Online Platform may constitute trademarks and/or copyrights the Company. The brand “Ogram” and the contents of the Online Platform are the sole property of the Company. Reproduction in whole or in part is strictly prohibited without the Company’s express written permission. This copyright extends to original material of the Company, any user-generated content, and any compilations of user-generated content, whether or not edited or filtered. The right to download and store or output the materials found on the Company’s website is granted for viewing use only. Materials may not be reproduced in any form. Any reproduction or editing by any means mechanical or electronic without explicit written permission is expressly prohibited.
APPLICABLE LAW AND JURISDICTION
These General Terms and Conditions shall in all respects be governed by and be construed and interpreted and take effect in accordance with the laws of the United Arab Emirates. Any dispute arising out of or in connection with these General Terms and Conditions shall be referred to the Dubai International Financial Centre (DIFC) Courts in the Emirate of Dubai, United Arab Emirates.
The governing language between the Parties shall be English.
All dates, periods and terms related to these General Terms and Conditions shall be given and counted in accordance with the Gregorian calendar.
The invalidity of any term, condition or stipulation of these General Terms and Conditions shall not affect the validity of the remaining terms, conditions or stipulations of these General Terms and Conditions or the validity of these General Terms and Conditions itself. In case of invalidity of such term, condition or stipulation, the Parties shall compensate the respective provision by a valid regulation coming closest to the meaning of the original provision.