Terms and conditions

MARGO HUB CUSTOMER TERMS AND CONDITIONS

1. INTERPRETATION

   1. The definitions and rules of interpretation in this clause apply in the Agreement.

      “Agreement”

      the contract between MARGO and the Customer for the supply of Services in accordance with these terms and conditions.

      “Business Day”

      a day other than a Friday, Saturday or public holiday in the United Arab Emirates.

      “Charges”

      the fees and other charges as further described in clause 8.

      “Clearance Services”

      the customs clearance, transport or other services to be provided to the Customer by the service provider whose quotation or estimate the Customer has accepted.

      “Confidential Information”

      information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 10.6.

      “Customer Data”

      the data inputted by the Customer or MARGO on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services, including personal data.

      “Data Protection Legislation”

      any federal or emirate level legislation of the United Arab Emirates as applicable in Abu Dhabi relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data.

      “Documentation”

      the documents and information made available to the Customer by MARGO online via [https://www.margohub.com/en] from time to time or such other web address notified by MARGO to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.

      “Effective Date”

      the date on which the Customer successfully registers through the MARGO website at [https://www.margohub.com/en].

      “Normal Business Hours”

      [8.00 am to 5.00 pm] local UAE time, each Business Day.

      “Services”

      the services provided by MARGO to the Customer under the Agreement via the MARGO website at [https://www.margohub.com/en] or any other website notified to the Customer by MARGO from time to time, as more particularly described in the Documentation.

      “Software”

      all software used in the provision of the Services from time to time.

      “Virus”

      any thing or device (including any software, code, file or programme) which may: (i) prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; (ii) prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or (iii) adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

   2. Clause, schedule and paragraph headings will not affect the interpretation of the Agreement
   3. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.
   4. A reference to a company will include any company, corporation or other body corporate, wherever and however incorporated or established.
   5. Unless the context otherwise requires, words in the singular will include the plural and in the plural will include the singular.
   6. Unless the context otherwise requires, a reference to one gender will include a reference to the other genders.
   7. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of the Agreement.
   8. A reference to a statute or statutory provision will include all regulations and subordinate legislation made as at the date of the Agreement under that statute or statutory provision.
   9. A reference to writing or written includes faxes but not e-mail.
   10. References to clauses are to the clauses of these Terms and Conditions.

2. USE OF THE SERVICES

   1. These Terms and Conditions (together with the other documents referred to below) set out the terms of the Agreement under which you (“ Customer”) use the Services provided by us, Maqta Gateway LLC (“MARGO”, “we” or “ us”), to obtain quotes/estimates for charges and request booking for the potential provision of services such as Margo Freight services, Margo Warehouse services, Margo Express services and Margo Trucks services from MARGO Services providers and to enter into contracts with them for the provision by them of above mentioned services.
   2. To use the Services, you must register with us using the MARGO website and provide to us the information which we request as part of that registration process and then from time to time. That information must be accurate and you must promptly inform us in writing of any change to any of the information which you have provided.
   3. If you accept a quote or estimate given by a Services provider, you will enter into a contract with that Services provider for it to provide the relevant Services on that Services provider’s terms and conditions. That Services provider, not MARGO, is responsible for providing those Services. MARGO makes no commitment to you that you will receive a quote or estimate from a Service provider as a consequence of using the Services, or that if you do receive any such quote or estimate, that it will be of any particular amount (including when benchmarked against the market for Services). It is for you to assess whether the quote or estimate is acceptable.
   4. We may make changes to these Terms and Conditions from time to time. You should therefore check these Terms and Conditions periodically to see whether any changes have been made. Your continued use of the Services, the Documentation and the MARGO website after such changes have been posted on that website or notified to you constitutes your acceptance of those changes.
   5. Subject to the Customer paying the Charges and subject to the terms and conditions of the Agreement, MARGO hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Customer to use the Services and the Documentation during the term of the Agreement solely for the Customer’s personal use in order to contract with MARGO Service providers for MARGO Services.
   6. You may only use the Services, the Documentation and the MARGO website for lawful purposes and in compliance with all applicable laws, including without limitation data protection and privacy laws, laws relating to copyright of content and general laws relating to online conduct.
   7. In addition, you must not access, store, distribute or transmit any Viruses, or any material during the course of your use of the Services or the MARGO website that:
      1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
      2. facilitates illegal activity;
      3. depicts sexually explicit images;
      4. promotes unlawful violence;
      5. is discriminatory based on race, gender, colour, religious belief, sexual orientation or disability; and/or
      6. is otherwise illegal or causes damage or injury to any person or property; and MARGO reserves the right, without liability to the Customer or prejudice to its other rights, to disable the Customer’s access to any material that breaches the provisions of this clause and/or suspend access to the Services.
   8. The Service Provider will not:
      1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under the Agreement:
         1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
         2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
      2. access all or any part of the Software, the Services and/or Documentation in order to build a product or service which competes with the Software, the Services and/or the Documentation; or
      3. use the Software, the Services and/or Documentation to provide services to third parties; or
      4. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Software, the Services and/or Documentation available to any third party; or
      5. attempt to obtain, or assist third parties in obtaining, access to the Software, the Services and/or Documentation, other than as provided under this clause 2.

3. PROVISION OF THE SERVICES

   1. MARGO will provide the Services and make available the Documentation to the Customer on and subject to the terms of the Agreement.
   2. MARGO will use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week. However, we do not guarantee that access to the Services, the Documentation or the MARGO website or the content on it will always be available or uninterrupted.
   3. We reserve the right to change the Services, the Documentation and the MARGO website and the content on it, including without limitation by adding or removing content or functionality, at any time.
   4. MARGO will, as part of the Services and at no additional cost to the Customer OR and in consideration of the support fees set out in the Documentation, provide the Customer with MARGO’s standard customer support services during Normal Business Hours. The Customer may purchase enhanced support services separately at MARGO’s then current rates. ]

4. CUSTOMER DATA

   1. The Customer will own all right, title and interest in and to all of the Customer Data and will have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
   2. Customer hereby confirms and consents to the use and transfer, including transfers to third parties within or outside of the United Arab Emirates, of Customer Data by MARGO for purposes of the Agreement so that MARGO may lawfully use, process and transfer such data on the Customer’s behalf.
   3. If data is provided on behalf of a third party, Customer will ensure that it has all necessary appropriate consents and notices in place to enable the lawful transfer of such data to and by MARGO purposes of the Agreement.
   4. MARGO will follow its archiving procedures for Customer Data as set out in the privacy policy available at [margohub.com] or such other website address as may be notified to the Customer from time to time at its sole discretion (the “Privacy Policy”). In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy against MARGO will be for MARGO to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by MARGO in accordance with the archiving procedure described in the Privacy Policy. MARGO will not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by MARGO to perform services related to Customer Data maintenance and back-up).
   5. MARGO will, in providing the Services, comply with its Privacy Policy relating to the privacy and security of the Customer Data. MARGO is not responsible for data supplied directly to Service Providers by the Customer.
   6. The Customer consents to MARGO appointing third-party processors of personal data under the Agreement.
   7. If the Customer is not a natural person acting in his personal capacity, both parties will comply with all applicable requirements of the Data Protection Legislation and clauses 4.8 to Clause 4.9. This clause 4 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
   8. The parties acknowledge that Customer Data may be transferred or stored outside the United Arab Emirates, or the country where the Customer is located, in order to carry out the Services and MARGO’s other obligations under the Agreement.
   9. Without prejudice to the generality of clause 5, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to and by MARGO for the duration and purposes of the Agreement so that MARGO may lawfully use, process and transfer the data on the Customer’s behalf.
   10. Each party will ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Customer Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).
   11. The Customer acknowledges that MARGO may disclose Customer Data at the request of law enforcement, regulators or governments departments and agencies, or if required to bring or defend legal proceedings.

5. THIRD PARTIES

   The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties (including Service Providers) and that it does so solely at its own risk. MARGO makes no representation, warranty or commitment and will have no liability or obligation whatsoever in relation to any transactions completed with, or any contract entered into by the Customer with, or any products or services supplied by any such third party (including Service Providers) or in relation to the content or use of, or correspondence with, any third-party website. Any contract entered into and any transaction completed with any third-party (including Service Providers) is between the Customer and the relevant third party, and not MARGO. MARGO recommends that the Customer reviews and obtains legal advice in respect of the third party’s terms and conditions and privacy policy prior to entering into any contract with the relevant third party.

6. MARGO’S OBLIGATIONS

   1. MARGO undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
   2. The undertaking at clause 6.1 will not apply to the extent of any non-conformance which is caused by use of the Services contrary to MARGO’s instructions, use of the Services contrary to these Terms and Conditions or modification or alteration of the Services by any party other than MARGO or MARGO’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, MARGO will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 6.1. Notwithstanding the foregoing, MARGO:
      1. does not warrant that the Customer’s use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer’s requirements; and
      2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
   3. MARGO warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Agreement.

7. CUSTOMER’S OBLIGATIONS

   1. The Customer will:
      1. provide MARGO with:
         1. all necessary co-operation in relation to the Agreement; and
         2. all necessary access to such information and documents as may be required by MARGO; in order to provide the Services.
      2. without affecting its other obligations under the Agreement, comply with all applicable laws and regulations with respect to its activities under the Agreement; and
      3. be, to the extent permitted by law and except as otherwise expressly provided in the Agreement, solely responsible for procuring, maintaining and securing the network connections and telecommunications links required to use the Services, and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or otherwise caused by the internet.

8. CHARGES AND PAYMENT

   1. The Customer will pay to MARGO the charges for the Services in accordance with this clause 8 [and the support fees in accordance with clause 3.4].
   2. If the MARGO Service provider provides a quote for the charges for the Services and the customer accepts that quotation, the Customer must then pay those fees before the Services provider provides the Services.
   3. The Services provider may not be able to provide a quote for the charges for the Services when the Customer requests a quote. In those circumstances, the Services provider may provide an estimate of the charges for the Services. If the Customer accepts that estimate, Customer must then pay 50% of the amount of that estimate before the Services provider provides the Services. The Services provider will as soon as reasonably practicable provide to the Customer the amount of the Charges for the Services which are being provided, but the Customer acknowledges that the Services provider may not be able to do so until after provision of the Services has been completed. When the Services provider has done so and provided the final quote charges, the Customer must then pay that amount, less the amount already paid after receipt of the estimate. b) For Margo Express service the estimate rates provided are based on the origin/destination country and the actual/volumetric weight (based on dimensions provided). Once the shipment has arrived at Margo service provider facility, the shipments actual and volumetric weight will be reweighed and the shipping charges based on whichever is higher (actual or volumetric) will be updated. The customer will then be charged as per the updated shipping charges. Any rates quoted by MARGO Express for carriage are inclusive of local airport taxes, but exclusive of any value added taxes, duties, levies, imposts, deposits or outlays incurred in respect of carriage of the customer's goods. Should the customer indicate by endorsement in the space provided on the airwaybill that the receiver shall be liable for any customs duty, the customer shall be liable for such customs duty in the event of a default in payment by the receiver. MARGO or MARGO service provider will not be liable for any penalties imposed or loss or damage incurred due to the customer's documents or goods being impounded by customs or similar authorities and the customer hereby indemnifies MARGO or its service provider against such penalty or loss. (for more detailed terms and conditions of carriage refer “Terms and conditions of carriage”)
   4. All amounts and charges stated or referred to in any quote or estimate, or otherwise arising from or in relation to the Agreement:
      1. will be payable in United Arabs Emirates Dirhams;
      2. are, subject to clause 12.4.2, non-cancellable and non-refundable;
      3. are exclusive of value added tax, which will be added to the relevant amounts at the appropriate rate.
   5. MARGO and the MARGO service provider will be entitled to increase the Charges [and the support fees payable pursuant to clause 3.4].
   6. If MARGO has not received payment of any amounts or charges payable to it within 14 days after the due date, and without prejudice to any other rights and remedies of MARGO, interest will accrue on a daily basis on such due amounts at an annual rate equal to 8% per year, commencing on the due date and continuing until fully paid.
   7. MARGO may set-off any sums due to the Customer under this Agreement against any other sums due from the Customer to MARGO whether under this Agreement or any other contract between the parties. The Customer may not set off any sums due to MARGO under this Agreement against any Charges or other sums due from MARGO.

9. PROPRIETARY RIGHTS

   1. 1 We, or our licensors, own the copyright and all other intellectual property rights in the Software, the Services, the Documentation, the MARGO website and all content on it.
   2. You may download the content we own from the MARGO website and/or print one copy of any page on that website. You must not make any changes to any content which you have downloaded or printed from that website. If you use, download, print or reproduce content from the MARGO website in breach of these Terms and Conditions your right to use the Services, the Documentation and that website will immediately end and you must return to us or destroy (at our option) all digital and paper copies of the content that you have made.

10. CONFIDENTIALITY

    1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Agreement. A party’s Confidential Information will not be deemed to include information that:
       1. is or becomes publicly known other than through any act or omission of the receiving party;
       2. was in the other party’s lawful possession before the disclosure;
       3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
       4. is independently developed by the receiving party, which independent development can be shown by written evidence.
    2. Subject to clause 10.4, each party will hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of the Agreement.
    3. Each party will take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the Agreement.
    4. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 10.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
    5. Neither party will be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party (other than an agent, employee or contractor).
    6. The Service Provider acknowledges that details of the Services and details of Clearance Service providers constitute MARGO’s Confidential Information.
    7. The above provisions of this clause 10 will survive termination of the Agreement, however arising.

11. INDEMNITY

    1. The Customer will defend, indemnify and hold harmless MARGO against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) (together, “Losses”) arising out of or in connection with the Customer’s use of the Services and/or Documentation (including any Losses incurred from or in respect of a service provider or potential service provider). MARGO shall ensure that:
       1. the Customer is given prompt notice of any such claim;
       2. MARGO provides reasonable co-operation to the Customer in the defense and settlement of such claim, at the Customer’s expense; and
       3. the Customer is given sole authority to defend or settle the claim.
    2. MARGO will defend the Customer, its officers, directors and employees against any claim that the Services or Documentation infringes any United Arab Emirates patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and will indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
       1. MARGO is given prompt notice of any such claim;
       2. the Customer provides reasonable co-operation to MARGO in the defense and settlement of such claim, at MARGO’s expense; and
       3. MARGO is given sole authority to defend or settle the claim.
    3. In the defense or settlement of any claim, MARGO may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate the Agreement on [2] Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
    4. In no event will MARGO, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
       1. a modification of the Services or Documentation by anyone other than MARGO; or
       2. the Customer’s use of the Services or Documentation in a manner contrary to the Agreement or the instructions given to the Customer by MARGO; or
       3. the Customer’s use of the Services or Documentation after notice of the alleged or actual infringement from MARGO or any appropriate authority.
    5. Subject to clause 12.1, the foregoing [and clause 12.4.2] state[s] the Customer’s sole and exclusive rights and remedies, and MARGO’s (including MARGO’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality (other than an agent, employee or contractor).

12. LIABILITY

    1. Nothing in the Agreement limits or excludes our liability to you for:
       1. death or personal injury resulting from negligence;
       2. fraud or fraudulent misrepresentation; or
       3. any other matter for which we are not permitted by law to exclude or limit our liability.
    2. The Agreement governs your access to and use of the Services, the Documentation and the MARGO website. Therefore, and subject to clause 12.1 , all warranties, conditions and other terms relating to the Services, the Documentation, the MARGO website and/or its content which would otherwise be implied by law are excluded.
    3. We will not be liable to you for any loss or damage arising out of or in connection with your use of (or inability to use) the Services, the Documentation, the MARGO website or your use of or reliance upon any content on that website.
    4. Subject to clause 12.1:
       1. MARGO will not be liable for any:
          1. loss of profits (whether direct, indirect or consequential);
          2. loss of use, loss of revenue, loss of production or loss of business (in each case whether direct, indirect or consequential);
          3. loss of goodwill, loss of reputation or loss of opportunity (in each case whether direct, indirect or consequential);
          4. loss of anticipated savings or loss of margin (in each case whether direct, indirect or consequential);
          5. loss of bargain (whether direct, indirect or consequential);
          6. liability of the Service Provider to third parties (whether direct, indirect or consequential);
          7. loss of use or value of any data or software (whether direct, indirect or consequential);
          8. wasted management, operational or other time (whether direct, indirect or consequential);
          9. loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Agreement;
          10. wasted expenditure incurred in reliance upon the anticipated performance of this Agreement by MARGO (whether direct, indirect or consequential); for the avoidance of doubt, the term “wasted expenditure” does not include the Charges;
          11. loss or damage arising out of any failure by the Service Provider to keep full and up to date security copies of any computer program and data held or used by or on behalf of the Service Provider (whether direct, indirect or consequential); or
          12. indirect, consequential or special loss; and
       2. MARGO’s total aggregate liability (including in respect of the indemnity at clause 11.2), arising in connection with the performance or contemplated performance of the Agreement will be limited to the amount of fees received by MARGO from the Customer for the specific transaction in litigation.

13. TERM AND TERMINATION

    1. The Agreement will, unless otherwise terminated as provided in this clause 13, commence on the Effective Date and will continue until:
       1. the Customer cancels its registration with MARGO; or
       2. the Agreement is terminated in accordance with the provisions of these terms and conditions; whichever is later.
    2. Without affecting any other right or remedy available to it, MARGO may terminate the Agreement and block the access of the Customer to the Services, the Documentation and the MARGO website with immediate effect by giving written notice to the Customer if:
       1. MARGO has not received payment of any Charges within [14 days] after the relevant payment link is sent to the Customer
       2. the Customer commits a material breach of any other term of the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of [7] days after being notified in writing to do so; or
       3. the Customer becomes bankrupt or goes into compulsory liquidation (not being a voluntary liquidation for the purpose of reconstruction or amalgamation) or has any attachment order or other seizure under execution or other legal process in respect of its assets or a receiver or trustee is appointed for the Customer.

    3. Without affecting any other right or remedy available to it, MARGO may, without cause, terminate the Agreement and block the access of the Customer to the Services, the Documentation and the MARGO website on giving not less than [30] days’ written notice[, such notice to expire on the expiry or termination of the last remaining contract with a Clearance Services provider arranged pursuant to this Agreement]OR[. Upon the expiry of such notice, the Customer shall not use the Services or the MARGO website to contract with Clearance Service providers however the provisions of the Agreement shall continue in force insofar as they relate to then-active Clearance Service contracts and/or services performed by MARGO in relation to them until such time as those contracts expire or are terminated.]

    4. On termination of the Agreement for any reason:
       1. all licenses granted under the Agreement will immediately terminate and the Customer will immediately cease all use of the Services and the Documentation;

       2. MARGO may destroy or otherwise dispose of any of the Customer Data in its possession after the completion of the provision of all Clearance Services or [30] days after termination of the Agreement, whichever is later; and

       3. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination will not be affected or prejudiced.

14. FORCE MAJEURE

    MARGO will have no liability to the Customer under the Agreement if it is prevented from or delayed in performing its obligations under the Agreement, 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 MARGO 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 Customer is notified of such an event and its expected duration.

15. WAIVER

    No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law will constitute a waiver of that or any other right or remedy, nor will 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 will prevent or restrict the further exercise of that or any other right or remedy.

16. RIGHTS AND REMEDIES

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

17. SEVERANCE

    1. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable,t will be deemed deleted, but that will not affect the validity and enforceability of the rest of the Agreement.

18. ENTIRE AGREEMENT

    1. The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
    2. Each party acknowledges that in entering into the Agreement it does not rely on, and will have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement.
    3. Each party agrees that it will have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement.
    4. Nothing in this clause 18 will limit or exclude any liability for fraud.

19. ASSIGNMENT

    1. The Customer will not, without the prior written consent of MARGO, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.
    2. MARGO 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 the Agreement.

20. ANTI-CORRUPTION

    1. The Customer will, and will procure that its officers, employees, agents, sub-contractors and any other persons who perform services for or on behalf of it in connection with this Agreement will:
       1. not commit any act or omission which causes or could cause it or MARGO to breach, or commit an offence under, any laws relating to anti-bribery and/or anti-corruption;
       2. comply with MARGO’s anti-bribery policy as updated from time to time
       3. keep accurate and up to date records showing all payments made and received and all other advantages given and received by it in connection with this Agreement and the steps it takes to comply with this clause 20.1, and permit MARGO to inspect those records as required;
       4. promptly notify MARGO of:
          1. any request or demand for any improper financial or other advantage received by it; and
          2. any improper financial or other advantage it gives or intends to give whether directly or indirectly in connection with this Agreement; and
       5. promptly give MARGO written notice of any breach of this clause 20.1.
    2. Any breach of clause 20.1 by the Customer will be a material breach of this Agreement which is not capable of being remedied, irrespective of whether any financial loss or reputational damage arises and irrespective of the level of any financial loss or deprivation of benefit arising as a consequence of such breach.
    3. The Customer will include in any sub-contract which it enters into in connection with this Agreement:
       1. a clause equivalent to this clause 20; and
       2. a right for MARGO to exercise equivalent rights over the sub-contractor to those which it exercises over the Customer in clause 20.1.3.
    4. The Customer will indemnify MARGO against all losses (including but not limited to all direct, indirect and consequential losses), liabilities, costs, damages and expenses that MARGO does or will incur or suffer, all claims or proceedings made, brought or threatened against MARGO by any person and all losses (including but not limited to all direct, indirect and consequential losses), liabilities, costs (on a full indemnity basis), damages and expenses MARGO does or will incur or suffer as a result of defending or settling any such actual or threatened claim or proceeding, in each case arising out of or in connection with:
       1. any breach by the Customer of clause 20.1 (including without limitation any failure or delay in performing, or negligent performance or non-performance of, any of its obligations under clause 20.1); and/or
       2. any breach by any sub-contractor of the Customer of any equivalent provisions contained in the relevant sub-contract (including without limitation any failure or delay in performing, or negligent performance or non-performance of, any obligations).

21. NO PARTNERSHIP OR AGENCY

    Nothing in the Agreement is intended to or will operate to create a partnership between the parties or, except as expressly provided in the Agreement, authorise either party to act as agent for the other, and neither party will 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).

22. THIRD PARTY RIGHTS

    The Agreement does not confer any rights on any person or party other than the parties to the Agreement and, where applicable, their successors and permitted assigns.

23. NOTICES

    1. Any notice required to be given under the Agreement will be in writing and will be delivered by sending a message through the Services.
    2. A notice delivered in accordance with clause 23.1 will be deemed to have been received when the necessary steps have been taken for it to be sent through the Services.

24. GOVERNING LAW

    The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) will be governed by and construed in accordance with the law of the United Arab Emirates as applied in the Emirate of Abu Dhabi. The courts of the United Arab Emirates have non-exclusive jurisdiction to determine any dispute arising out of or in connection with this Agreement (including in relation to any non-contractual obligations).