1.                Interpretation

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

"Agreement"	the contract between Margo and the Service Provider for the supply of Services in accordance with these terms and conditions.
" Authorised Users"	those employees, agents and independent contractors of the Service Provider who are authorised by the Service Provider to use the Services and the Documentation.
" Business Day"	a day other than a Friday, Saturday or public holiday in the United Arab Emirates.
"Charges"	the charges payable by the Service Provider to Margo in respect of the Services, 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"	a person who is using the Margo service to obtain information about, or procure, Clearance Services   .
" 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 Service Provider by Margo online via Margo.ae from time to time or such other web address notified by Margo to the Service Provider 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 Service Provider successfully registers through the Margo website at Margo.ae.
" Normal Business Hours"	[8.00 am to 5.00 pm] local UAE time, each Business Day.
"Services"	the services provided by Margo to the Service Provider under the Agreement via the Margo website at Margo.ae or any other website notified to the Service Provider by Margo from time to time, as more particularly described in the Documentation.
" Service Provider Data"	the data inputted by the Service Provider, Authorised Users, or Margo on the Service Provider’s behalf for the purpose of using the Services or facilitating the Service Provider’s use of the Services, including personal data.
"Software"	all software used in the provision of the Services from time to time.
[" Support Services Policy"	Margo’s policy for providing support in relation to the Services as made available at Margo.ae from time to time or such other website address as may be notified to the Service Provider 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 (ii) adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

1.2              Clause, schedule and paragraph headings will not affect the interpretation of the Agreement.

1.3              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.

1.4              A reference to a company will include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5              Unless the context otherwise requires, words in the singular will include the plural and in the plural will include the singular.

1.6              Unless the context otherwise requires, a reference to one gender will include a reference to the other genders.

1.7              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.

1.8              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.

1.9              A reference to writing or written includes faxes but not e-mail.

1.10           References to clauses are to the clauses of these Terms and Conditions.

2.                Use OF the SERVICES

2.1              These Terms and Conditions (together with the other documents referred to below) set out the terms of the Agreement under which you ("Service Provider") use the Services provided by us, Maqta Gateway LLC ("Margo", "we" or "us"), to provide quotes and estimates for charges to Customers for the potential provision of Clearance Services to those Customers and to enter into contracts with them for the provision to them of Clearance Services . You acknowledge and agree that Margo makes no commitment that you will receive any minimum number of opportunities to provide quotes to Customers and/or enter into contracts with Customers for the provision of Clearance Services.

2.2              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.

2.3              If a Customer accepts a quote or estimate given by you , you will enter into a contract with that Customer to provide the relevant Clearance Services. You, not Margo, are responsible for providing those Clearance Services and (subject to clause ‎ 8) the Customer, not Margo, is responsible for payment for those Services.

2.4              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 our website after such changes have been posted on our website or notified to you constitutes your acceptance of those changes.

2.5              Subject to the terms and conditions of the Agreement, Margo hereby grants to the Service Provider a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Service Provider to use the Services and the Documentation during the term of the Agreement solely for the Service Provider’s internal business operations and in order to contract with Customers for Clearance Services.

2.6              You may only use the Services, the Documentation and our 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.

2.7              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:

2.7.1             is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

2.7.2             facilitates illegal activity;

2.7.3             depicts sexually explicit images;

2.7.4             promotes unlawful violence;

2.7.5             is discriminatory based on race, gender, colour, religious belief, sexual orientation or disability; and/or

2.7.6             is otherwise illegal or causes damage or injury to any person or property,

and Margo reserves the right, without liability to the Service Provider or prejudice to its other rights against the Service Provider, to disable the Service Provider’s access to any material that breaches the provisions of this clause and/or suspend access to the Services.

2.8              The Service Provider will not:

2.8.1             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:

2.8.1.1               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

2.8.1.2               attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

2.8.2             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

2.8.3             use the Software, the Services and/or Documentation to provide services to third parties; or

2.8.4             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

2.8.5             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

3.1              Margo will provide the Services and make available the Documentation to the Service Provider on and subject to the terms of the Agreement.

3.2              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.

3.3              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.

3.4              [Margo will, as part of the Services [and at no additional cost to the Service Provider OR and in consideration of the support fees set out in the Documentation], provide the Service Provider with Margo’s standard customer support services during Normal Business Hours in accordance with Margo’s Support Services Policy in effect at the time that the Services are provided. Margo may amend the Support Services Policy in its sole and absolute discretion from time to time. The Service Provider may purchase enhanced support services separately at Margo’s then current rates. ]  

4.                Service Provider data

4.1              The Service Provider will own all right, title and interest in and to all of the Service Provider Data and will have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Service Provider Data.

4.2              Service Provider hereby confirms and consents to the use and transfer, including transfers to third parties within or outside of the United Arab Emirates, of Service Provider Data by Margo for the purposes of the Agreement so that Margo may lawfully use, process and transfer the Service Provider Data on the Service Provider’s behalf.

4.3              Without prejudice to the generality of clause ‎4.6 , the Service Provider will ensure that it has all necessary appropriate consents and notices in place to enable the lawful transfer of such data to Margo for the purposes of the Agreement.

4.4              Margo will follow its archiving procedure for Service Provider Data as set out in the privacy policy available at Margo.ae 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 Service Provider Data, the Service Provider’s sole and exclusive remedy against Margo will be for Margo to use reasonable commercial endeavours to restore the lost or damaged Service Provider Data from the latest back-up of such Service Provider 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 Service Provider Data caused by any third party.

4.5              Margo will, in providing the Services, comply with its Privacy Policy relating to the privacy and security of the Service Provider Data. Service Provider will, in providing the Clearance Services to the Customer, ensure that it makes its Privacy Policy readily available to the Customer and that it adopts appropriate technical and organisational measures to protect any data supplied directly by the Customer.

4.6              Both parties will comply with all applicable requirements of the Data Protection Legislation in respect of personal data. 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.

4.7              Service Provider acknowledge that the personal data may be transferred or stored outside the UAE or the country where the Service Provider and the Authorised Users are located in order to carry out the Services and Margo’s other obligations under the Agreement.

4.8              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 personal 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).

4.9              The Service Provider consents to Margo appointing third-party processors of Service Provider Data under the Agreement.

4.10           The Service Provider acknowledges and agrees that Margo my disclose Service Provider 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 Service Provider acknowledges that the Services may enable or assist it to correspond with, and enter into contracts with, third parties (including Customers) 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, and any contract entered into by the Service Provider, with any such third party (including Customers). Any contract entered into and any transaction completed with any third party (including Customers) is between the Service Provider and the relevant third party, and not Margo. Any such contract will be on the terms and conditions provided by the Service Provider along with its quote or estimate to the third party.

6.                Margo’s obligations

6.1              Margo undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.

6.2              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 all reasonable commercial endeavours to correct any such non-conformance promptly. Such correction or substitution constitutes the Service Provider’s sole and exclusive remedy for any breach of the undertaking set out in clause ‎6.1 . Notwithstanding the foregoing, Margo:

6.2.1             does not warrant that the Service Provider’s use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by the Service Provider through the Services will meet the Service Provider’s requirements; and

6.2.2             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 Service Provider acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

6.3              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.                Service Provider’s obligations

7.1              The Service Provider will:

7.1.1             provide Margo with:

7.1.1.1               all necessary co-operation in relation to the Agreement; and

7.1.1.2               all necessary access to such information and documents as may be required by Margo;

in order to provide the Services, including but not limited to Service Provider Data and security access information;

7.1.2             without affecting its other obligations under the Agreement, comply with all applicable laws and regulations with respect to its activities under the Agreement;

7.1.3             carry out all other Service Provider responsibilities set out in the Agreement in a timely and efficient manner. In the event of any delays in the Service Provider’s provision of such assistance as agreed by the parties, Margo may adjust any agreed timetable or delivery schedule as reasonably necessary;

7.1.4             ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of the Agreement and will be responsible for any Authorised User’s breach of the Agreement;

7.1.5             obtain and will maintain all necessary licences, consents, and permissions necessary for Margo, its contractors and agents to perform their obligations under the Agreement, including without limitation the Services;

7.1.6             ensure that its network and systems comply with the relevant specifications provided by Margo from time to time; and

7.1.7             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 Service Provider’s network connections or telecommunications links or otherwise caused by the internet.

8.                Charges and payment  

8.1              The Service Provider will pay to Margo the Charges at the rates and in accordance with the procedure set out in the Documentation, as amended by Margo from time to time, and in this clause ‎8 , or as otherwise agreed in writing by the parties   [and the support fees in accordance with clause ‎3.4 ].

8.2              The Service Provider may invoice Margo once per month for an amount equal to the payments actually received at the date of the relevant invoice by Margo from Customers in respect of Clearance Services, and which have not yet been invoiced by the Service Provider, less the amount of the Charges due to Margo in respect of those Clearance Services.

8.3              All amounts and charges payable to Margo arising from or in relation to the Agreement:

8.3.1             will be payable in United Arabs Emirates Dirhams;

8.3.2             are, subject to clause ‎12.4.2 , non-cancellable and non-refundable;

8.3.3             are exclusive of value added tax, which will be added to the relevant amounts at the appropriate rate.

8.4              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.

8.5              Margo may set-off any sums due to the Service Provider under this Agreement against any other sums due from the Service Provider to Margo whether under this Agreement or any other contract between the parties. Subject to clause ‎8.2 the Service Provider may not set off any sums due to Margo under this Agreement against any Charges or other sums due from Margo.

9.                Proprietary rights

9.1              We, or our licensors, own the copyright and all other intellectual property rights in the Software, the Services, the Documentation, our website(s) and all content on it/them.

9.2              We confirm that we have all the rights in relation to the Services and the Documentation that are necessary to grant all the rights we purport to grant under, and in accordance with, the terms of the Agreement.

10.              Confidentiality

10.1           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:

10.1.1          is or becomes publicly known other than through any act or omission of the receiving party;

10.1.2          was in the other party’s lawful possession before the disclosure;

10.1.3          is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

10.1.4          is independently developed by the receiving party, which independent development can be shown by written evidence.

10.2           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.

10.3           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.

10.4           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.

10.5           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).

10.6           The Service Provider acknowledges that details of the Services and details of Customers constitute Margo’s Confidential Information.

10.7           The Service Provider will not make, or permit any person to make, any public announcement concerning the Agreement without the prior written consent of Margo (such consent to be in the absolute discretion of Margo), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

10.8           The above provisions of this clause ‎10 will survive termination of the Agreement, however arising.

11.              Indemnity

11.1           The Service Provider 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 Service Provider’s use of the Services and/or Documentation (including any Losses incurred from or in respect of a Customer or potential Customer). Margo shall ensure that:

11.1.1          the Service Provider is given prompt notice of any such claim;

11.1.2          Margo provides reasonable co-operation to the Service Provider in the defence and settlement of such claim, at the Service Provider’s expense; and

11.1.3          the Service Provider is given sole authority to defend or settle the claim.

11.2           Margo will defend the Service Provider, 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 Service Provider for any amounts awarded against the Service Provider in judgment or settlement of such claims, provided that:

11.2.1          Margo is given prompt notice of any such claim;

11.2.2          the Service Provider pro