Terms and Conditions

Whereas, the First Party is a company that owns a platform and digital sales network to display and sell the various services that are provided by the Merchants on it and because of its experience in this field and sees in itself the efficiency and ability to complete and finish the agreed work. Whereas, the Second Party wishes to display and sell its products and services on the platform of the First Party.

Therefore, the Second Party has submitted in connection with a request to deal with and contract the First Party under this contract. Both Parties are in a full legal capacity, in a way that negates ignorance and deception and confirms satisfaction in the content, terms, and conditions of this contract and in everything contained therein.

The mentioned means of communication in the contract are the only legal means that have legal and regulatory effects, and no other means through which any obligation is contracted shall be considered. In the event of changing the stipulated means of communication in this contract to another, the two parties shall notify the other party in writing through the stipulated means in this contract.

integrated part of this contract and complementary to the contract. products and services of the Second Party on the platform of the First Party which lets customers book these products and services and pay advance to the First Party as per the agreed pricing.
  • The First Party earns a pre agreed percentage for each product or service sold by using online payment.
  • The contract value mentioned (on the title page) does not include the tax or any imposed taxes or fees.
The First Party earns a pre-agreed percentage of the service fee or the product of the Second Party which is displayed on the platform of the First Party.
  • The Contract shall be valid for one (1) Year and shall start the day of signing the contract, (refer to the title page for details).
  • The Contract "Unless terminated" will automatically renew unless one of the parties notifies the other party in writing by email that one of the parties does not wish to renew the contract thirty days (30) before the renewal date.
  • The First Party pays the Second Party’s percentage of the total sales over the pre-agreed period, i.e : 30 days or when it qualifies minimum amount above the bank / processing charges.
  • The First Party transfers the entitlements of the Second Party via bank transfer to the bank account of the Second Party affiliated to the Bank (refer to the title page for details).
  • The First Party has the right to change the conditions for the fees mentioned in Article No. (3) at any time, provided that the Second Party is notified in writing within two weeks from the date of the change.
  • The First Party disclaims its full responsibility for the incorrectness of the data or offers submitted by the Second Party, as the First Party is considered a way to display the products and services of the Second Party without committing the consequences of the Second Party's lack of seriousness in front of his customers.
  • The First Party disclaims its full responsibility for any incidents, accidents, or problems that might occur during the contract period or after.
  • The First Party disclaims its full responsibility for any damages or compensations that occur in case the Second Party does not fulfill its responsibilities and obligations mentioned in this contract.
  • The First Party has the right to use the trademark of the Second Party and other relevant information without misusing them.
  • The First Party has the right to claim the Second Party for the material and moral compensation and for all costs, expenses, losses, if the Second Party breaches one of its obligations resulting from this contract, for example, but not limited to canceling or not performing reservations without an acceptable excuse, any tax claims received by the First Party as a result of the non-conformity or the expiration of the license of the Second Party and any claims from customers due to the misuse of their data by the Second Party.
Obligations and Rights of the Second Party
  • The Second Party can consider making a post that includes a tag for (Vivirna Tech Inc.) on all of its social media accounts, for example, but not limited to (Instagram, Twitter, Snapchat, WhatsApp etc), in addition to clarifying in all of them about the possibility of Online Booking through the First Party platform (Vivirna Tech Inc.).
  • The Second Party is obligated to provide the First Party with all the requirements that the First Party requests from him/her, within a maximum period of 5 days.
  • The Second Party is obligated to provide the First Party with all the correct and accurate documents and data about its work and its field which are necessary for the implementation of this contract.
  • The Second Party is obligated to provide the best prices in the market for its products and services displayed on the platform of the First Party, as the Second Party is obligated to pay the price difference to customers within five working days from the date of the customer’s proof that he/she has found the same product or service with a lower price.
  • The Second Party adheres to the prices displayed on the First Party platform, as selling lower than what was committed with Vivirna Tech Inc. will be considered as a breach of this contract and might lead -if not fixed immediately- to the termination.
  • The Second Party is obligated to complete all reservations made through the Vivirna Tech Inc. platform to the fullest.
  • The Second Party is obligated to pay a fee (refer to the title page) of the service or product fee, in the event that it cancels the reservation, postpones it, or stops its performance.
  • In the event that the Second Party cancels the reservation, postpones it or stops providing it, or if the customer requests a refund, the Second Party acknowledges that they are aware of the following:
  • The below two scenarios would be applicable in case of refund/cancellation:
  • If the customer requests the refund during the permissible period pertaining to the Second Party, the First Party refunds but retains the pre-agreed commission as agreed on the title page.
  • If the Second Party cancels for any reason, the First Party refunds to the customer and deducts pre-agreed commission as agreed on the title page, from the subsequent booking the Second Party receives.
  • The Second Party shall be responsible for all refunds or changes due for payment or any other procedures for customers in relation to all canceled, suspended, or postponed reservations within five working days from the date of cancellation, suspension, or postponement.
  • The Second Party shall be responsible for all refunds or changes due for payment or any other procedures for customers in relation to all canceled, suspended, or postponed reservations within five working days from the date of cancellation, suspension, or postponement.
  • The Second Party is obligated to notify the First Party in writing within 24 hours and immediately upon the occurrence of the interruption or when a decision is taken to postpone or cancel, also he/she is obligated to deal with customers whose reservations have been canceled.
  • The Second Party is obliged to attend onboarding training when it's required.
  • The Second Party is obligated to the limited use of the trademark of the First Party and the trademarks of the partners of the First Party and the customer's data, with his obligation not to misuse them, as the First Party has the right to refer to the Second Party to claims for compensation for the misused.
  • The Second Party acknowledges that he/she is aware that to go live with the First Party’s platform, which might take 10 working days or earlier from the date of the artwork submission and training.
  • The Second Party agrees that the First Party does not guarantee that any minimum or fixed number of bookings will be sold for any Merchant.
  • The Second Party agrees, if applicable, to install Point of Sale material which might include and not be limited to countertops, banners, stickers, shelf tokkers, and other relevant material which help promote the brands of the First Party.
  • Both Parties shall not disclose any of the secrets related to the contract that one of the parties obtained because of its relationship with the other party of this contract, in addition, that the First Party is not liable for sharing customer data with the Second Party at any point in time.
  • Neither party shall have the right to use what constitutes the exclusive right of one party without taking the express consent of the other party.
  • This contract and its wording, terms, form, and content shall be considered the exclusive right of the First Party. The
  • Second Party shall not use the above-mentioned for any purpose or disclose the above-mentioned to anyone for
  • any reason, except for government authorities that expressly request this contract.
  • The First Party has the right to terminate this contract without any obligations in the event that the other party fails to fulfill his/her duties or causes damage to the work, after being notified in writing and given a maximum period of two weeks to correct the situation and he did not do so.
  • The First Party has the right to terminate this contract in the event that the other party cancels any reservations without reason or without prior notice to the other party.
  • Neither party of this contract shall be considered incapable of implementing its obligations or in breach of the terms and conditions of this contract or responsible for any delay, postponement, or failure of its obligations under this contract arising out of or related to force majeure, including, unusual natural phenomena, wars, civil disturbances, and diseases rampant, laws, regulations and governmental procedures, fires, earthquakes, or any other circumstances out of the control of this party provided that the other party is immediately notified in writing.
  • In the event that the force majeure continues for more than (30) days, the injured party has the right to terminate this contract, without prejudice to any rights of the other party in accordance with its provisions and the applicable laws and regulations.
  • The fulfillment and interpretation of all terms and conditions of this contract shall be subject to the laws, regulations, and decisions in force in Canada.
  • In the event of any dispute arising, it shall be resolved amicably between the two parties, and in the event that no solution is reached, the jurisdiction shall be for arbitration, according to the Standard Arbitration System.
  • The terms of this Agreement are confidential, and the Parties agree not to disclose the terms described in this
  • Agreement to any party (other than to their respective employees, parent companies, shareholders, lawyers and accountants if necessary).
  • In no event is the Vivirna Technologies Inc. liable or obligated to the Merchant or any third party for any special, incidental, exemplary, consequential, punitive, direct or indirect damages regardless of the form of action, whether in contract, tort or otherwise, arising directly or indirectly from the Content, the Artwork, Offers and/or the issuance or redemption of the Offers.
Two copies of this contract shall be signed and each party shall have a copy thereof.