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These Dobrh Agreement Standard Terms (“Terms”) govern the agreement in respect of any Goods or Services offered by a provider through the Dobrh Platform (the “Goods and Services”) under the Dobrh Agreement (“Dobrh Agreement”) between the “Provider” and the “Client”.
This Dobrh Agreement incorporates (i) the Platform User Terms, (ii) the General Terms, (iii) any applicable Transaction Terms as selected by the Parties through the Platform, and (iv) any additional standard form agreements or contracts uploaded by the Parties on to the Platform and used to document their agreement in respect of the Goods and Services provided through the Platform (“User Provided Agreements”). Capitalized terms used herein that are not otherwise defined shall have the meaning assigned thereto in the Platform User Terms governing the use of the Platform and the Project and Project Acceptance process.
The order or preference for the documentation in the event of any inconsistency shall be as follows:
By checking the “I accept” box, you confirm your acceptance of these Terms.
These General Terms apply to both the Provider and the Client in respect of the performance of their respective obligations under the Dobrh Agreement.
The Provider represents and warrants that they:
will comply with the Platform User Terms;
will render all Goods and Services (the nature and content of which they acknowledge have been fully explained to them, and they accept) in accordance with the terms of the relevant Service and the Dobrh Agreement as described in User Terms;
will provide the Goods and/or perform the Services conscientiously and in a competent manner and to the full limit of their skill and ability and comply with all reasonable directions and requirements of the Client;
possess the necessary authorities, licenses, experience, knowledge, and ability to provide the Goods and/or perform the Services and will comply with all relevant licensing and registration requirements when providing the Goods and/or performing the Services through the Platform;
will act professionally and with good faith at all times and maintain all Provider confidences and discretion regarding the Client and the relevant Goods and Services;
have and will maintain any product and public liability insurance lawfully required for the relevant Goods and Services that will protect the Client against losses arising from any claims, actions, or damages that may arise as a direct or indirect result of any use of the relevant Goods and Services, and have provided a copy of the policy to Dobrh;
will ensure that all of the Goods and Services that are provided are, to the best of their knowledge, safe and fit for their intended use;
The Client represents and warrants that they:
will comply with the Platform User Terms;
possess the necessary licenses, experience, knowledge, and ability to receive the relevant Goods and Services and will comply with all relevant licensing and registration requirements when receiving the relevant Goods and Services through the Platform;
in the case of acting on behalf of any business entity, have the full authority to act on behalf of such business and to request Goods and Services, and that any such request is made in accordance with the business’s internal policies and procedures;
will act professionally and with good faith at all times and maintain all Provider confidences and discretion regarding the Provider and the relevant Goods and Services received through the Platform;
will ensure that all of the Goods and Services are used in a safe and proper manner in accordance with the nature and scope of such Goods and Services as explained by the Provider or as may be reasonably inferred from the nature of the relevant Goods and Services and the manner in which they were provided;
will act in a reasonable manner when assessing Goods and Services for compliance with the terms of any Dobrh Agreement and provide prompt feedback to the Provider when requested by the Provider or when required to do so in accordance with the Terms of the Service;
acknowledges and agrees that should the Client fail to provide feedback (including acceptance or rejection of the relevant Goods and Services provided by the Provider) no later than seven (7) days after receipt of the drafts and samples provided by the Provider, Dobrh and the Provider may regard the relevant Goods and Services as having been accepted without objection
ensure that all activities or other work requested from the Provider shall be Shariah compliant, and shall not ask the Provider to be involved in any activity or other work which, in the reasonable opinion of the Provider or Dobrh, is demeaning to the Provider, obscene, offensive or racist, or which would otherwise impugn the character of the Provider or their work and career. All activities should be in compliance with Shariah and free from any political, social, cultural, or activist agenda.
promptly pass on to the Provider any complaints the Client receives in relation to any Goods and Services;
inform the Provider as promptly as reasonably practicable of any material developments or changes in the Client’s circumstances which could reasonably be expected to adversely affect the Client’s receipt of the relevant Goods and Services;
shall be solely liable for any misrepresentation made in connection with the request for such Goods and Services, whether such misrepresentation is made knowingly or unknowingly. As a Client, this includes any misrepresentation regarding the business, financial status, or ability to request and settle the fees for the Goods and Services; and
acknowledge that any breach of these representations and warranties may result in cancellation of this Dobrh Agreement and/or their account on the Platform.
The Provider and the Client agree that:
they acknowledge and agree that they have read and consent to the Platform User Terms and that such terms will apply to the obligations of each party under any Dobrh Agreement;
they will not knowingly or negligently take any action or omit to take any action that would be detrimental to the goodwill associated with Dobrh, each other, or the Platform, or create unfavorable publicity, or bring into disrepute Dobrh, each other, or the Platform;
where they are acting in the capacity of an agent (whether as a marketing agency or in any other capacity) for a party that will be acting as the ultimate beneficiary of any Dobrh Agreement, each of the Provider and the Client represent and warrant that they have full legal capacity and authority to make these representations and gives these warranties on behalf of such beneficiary and that these Terms are legally binding on them;
they will not:
while they maintain a Dobrh Account, in their own capacity or through an agent, engage or otherwise contract outside of the Platform, with any Client or Provider introduced to them, or of whom they otherwise become aware, by virtue of their access to or use of the Platform, for the provision of Goods or performance of Services; and
they use the Platform and enter into this Dobrh Agreement entirely at their own risk; and
where any User Provided Agreements include additional documentation (Provider Documentation) as may be required by any applicable industry governing body or regulator, these Terms shall prevail in the event of any inconsistency between these Terms and the Provider Documentation, except;
where the Provider Documentation imposes a higher standard, or
otherwise prohibited by the relevant industry governing body or regulator, in which case, the relevant provisions of the Provider Documentation shall prevail.
once the Client places an order and completes the payment through the Dobrh Platform, Dobrh will temporarily authorize the payment, and the Provider has 24 hours to either accept or reject the requested Service;
once the Service is accepted, Dobrh will authorize the payment;
if there is no response within 24 hours, the order will be canceled, and the Client can also choose to cancel at any time during the 24-hour period. The Client will only pay if they are satisfied with the Service;
if the Provider rejects the Service request, Dobrh will return the payment to the Client immediately. For more details, please refer to the Buyers Policy; and
any additional fees incurred at the time of delivery, including but not limited to customs duties, import taxes, or local shipping surcharges, are the sole responsibility of the Client. These charges are not covered by the Platform and must be settled directly with the applicable authority or courier Service.
To the extent the Client or the Provider provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care, and will: (a) not disclose or permit others to disclose another’s Confidential Information to anyone without first obtaining the express written consent of the owner of the Confidential Information; (b) not use or permit the use of another’s Confidential Information, except as necessary for the provision of the Goods or performance of the Services (including, without limitation, the storage or transmission of Confidential Information on or through the Platform for use by Provider); and (c) limit access to another’s Confidential Information to its personnel who need to know such information for the provision of the Goods or the performance of the Services;
If and when Confidential Information is no longer needed for the performance of the provision of the Goods or the performance of the Services or at Client’s or Provider’s written request (which may be made at any time at the Client’s or the Provider’s sole discretion), the Party that received Confidential Information, will, at its expense, promptly destroy or return the disclosing Party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. The Party that received Confidential Information agrees to provide written certification to the Party disclosing the Confidential Information of compliance with this subsection within 7 days after the receipt of the disclosing Party’s written request for such certification; and
As used herein, Confidential Information means all information, in whatever form:
relating to the parties, including business transactions, customers, suppliers, commercial or financial arrangements (including operations, product information, Intellectual Property Rights, and the Service) of the parties, of which a Party becomes aware in its capacity as a Party to this Dobrh Agreement from any other Party which is either marked as "confidential" or by its nature is intended to be for the knowledge of the other Party, or that would be regarded as confidential by a reasonable business person,
but does not include information that:
is public or which is made public by or with the consent of the Parties;
The Provider Represents and Warrants that:
all or any Intellectual Property Rights created by the Provider in the course of the Service will be and automatically become the exclusive property of the Client, and the Provider will, at the request and expense of the Client, execute all such documents and do or refrain from doing such things as may be required by the Client in order to vest the right, title and interest in and to the Intellectual Property Rights in the Client and the Provider hereby irrevocably appoints any representative for the time being of the Client to be the Provider’s authorized attorney to do all such things and to execute all such documents in the Provider’s name and on the Provider’s behalf as may be reasonably necessary to secure that the full benefit of the Intellectual Property Rights is obtained by the Client;
the Provider hereby unconditionally and irrevocably waives in favor of the Client, any Associated Client, and its executives any author’s rights under UAE Federal Law for Copyrights No. 7 of 2002 (or any other applicable laws) or any moral right or other similar rights available in any part of the world in relation to all or any Intellectual Property Rights created by the Provider in the Service;
the Provider shall provide to the Client all reasonable assistance with any proceedings, which may be brought by or against the Client against or by any third party relating to the Intellectual Property Rights of the Client; and
the Provider agrees to do such acts and execute such documents as the Client may reasonably require to vest in or confirm to the Client or (as appropriate) its successors in title and licensees the copyright and all other rights assigned or granted or purported to be assigned or granted by the Provider to the Client under this agreement. The Client shall pay the Provider for reasonable costs incurred by them in doing so.
For the avoidance of doubt, the provisions of these Transaction Terms will remain in full force and effect, notwithstanding that after any relevant intellectual property has been made or originated by the Provider, the Service may have terminated for any reason.
As used herein, Intellectual Property Rights means patents, utility models, rights to inventions, copyright, and related rights, trademarks and service marks, trade names and rights in domain names, rights in get-up, goodwill, and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.
The parties acknowledge and agree that they have entered into the Dobrh Agreement entirely at their own risk. Neither Party nor any of their respective affiliates, agents, officers, employees, suppliers, or licensors will be liable to the other Party or anyone else for any:
Subject as provided below, each Party (the Indemnifying Party) shall indemnify the other party (the Indemnified Party) in full in respect of any liability incurred by Indemnified Party for any loss, cost, damage, or expense howsoever caused, or suffered by the Indemnified Party as a result of the Indemnifying Party’s breach of these Terms or any Dobrh Agreement. Where the Indemnifying Party uses the Platform inappropriately or maliciously or breaches the terms of any Dobrh Agreement, the Indemnifying Party agrees that it will indemnify the Indemnified Party against any losses suffered by it or any third parties as a result of or in connection with such use.
A Party’s total liability in connection with these Terms, any Dobrh Agreement, and any Service shall not exceed the Service Price. All exclusions and limitations of liability set out in these Terms shall apply to the fullest extent permissible under the applicable law.
The Parties acknowledge and agree that Dobrh, as a Platform, will not be held liable for any liabilities arising out of the negligence between the Client and the Provider. The Parties further acknowledge and agree that Dobrh does not provide any warranties or guarantees as to the quality of the Goods and Services offered by Providers on the Platform, nor does Dobrh endorse or validate the representations or recommendations of any Provider or Client on the Platform. In the event of any dispute or claim arising out of or in connection with the Goods and Services provided through the Platform, the Parties agree to hold Dobrh harmless from any such dispute or claim. Dobrh may take action to suspend or terminate the account of any Provider or Client who engages in any fraudulent, illegal, or unethical activities on the Platform or who otherwise breaches the terms of any Dobrh Agreement.
Either Client or Provider has the right to terminate a Dobrh Agreement at any time with the consent of the other Party on completion of the agreed Service or in the event of a material breach. Except as required by law or as otherwise may be agreed to by the Parties, the Client remains obligated to pay the Provider the agreed Service Price (or a pro-rata portion thereof) for any Goods and Services provided prior to termination of the Dobrh Agreement.
It remains the Client’s responsibility to ensure that the Service provided by the Provider complies with the terms of the relevant Dobrh Agreement. The Client does not have the right to recover any portion of the Service Price already paid to the Provider.
All restrictions and all disclaimers and exclusions and limitations of liability, and any other section that expressly or by its nature contemplates performance after the termination of this Dobrh Agreement, will continue to apply during suspension and will survive any termination.
If any clause or part of any clause of this Dobrh Agreement is found to be void, unenforceable, or invalid, then it will be severed from this Dobrh Agreement, leaving the remainder in full force and effect, provided that the severance has not altered the basic nature of this Dobrh Agreement;
No single or partial exercise, or failure or delay in exercising any right, power, or remedy by Party shall constitute a waiver by such Party of, or impair or preclude any further exercise of, that or any right, power, or remedy arising under this Dobrh Agreement or otherwise;
All disclaimers, indemnities, and exclusions in these Terms shall survive termination of the Dobrh Agreement;
This Dobrh Agreement and the documents referred to in it set out the entire agreement between the Provider and the Client with respect to the relevant Goods or Services specified in the Dobrh Agreement and supersede any and all prior or contemporaneous representations, communications, or agreements made between the Provider and the Client;
Each Party agrees that the other Party will not be responsible for any delay or failure to perform any obligation under this Dobrh Agreement for a reasonable period due to labor disturbances, accidents, fires, floods, pandemics, telecommunications, internet failures, strikes, wars, riots, rebellions, terrorism, blockages, acts of government, governmental requirements and regulations or restriction imposed by law or any other similar event beyond the parties’ reasonable control;
The relationship between the Provider and the Client is restricted to this Dobrh Agreement, it being understood that each party is acting as an independent contractor for its own risk and account. Entering into the Dobrh Agreement does not establish a joint venture, licensing, agency, or partnership relationship between the Provider and the Client, nor does it create an employer/employee relationship; and
This Dobrh Agreement, together with the documents referred to in it and any non-contractual obligations arising out of or in connection with them, shall be governed by the laws of the Abu Dhabi Global Market. You irrevocably submit to the exclusive jurisdiction of the Abu Dhabi Global Market Courts over any claim or matter arising under or in connection with this Dobrh Agreement, and we submit to the non-exclusive jurisdiction of the Abu Dhabi Global Market Courts in connection with the same.
This Agreement is intended to supplement, and shall in no way be construed as superseding or overriding, the official policies and governing documents of the Dobrh Platform, including but not limited to the User Terms, Provider Code of Conduct, Return Policy, and Buyers Policy. All such Platform policies shall remain in full force and effect and shall apply concurrently with the terms set forth herein. In the event of any inconsistency, contradiction, or conflict between this Agreement and any applicable Platform policy, the terms of the Platform policy shall take precedence unless expressly and mutually agreed to in a written instrument signed by both Parties. No verbal or informal arrangements shall be deemed to alter this hierarchy of authority.