1.                Interpretation

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

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

11.2.3          Margo is given sole authority to defend or settle the claim.

11.3           In the defence or settlement of any claim, Margo may procure the right for the Service Provider 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 Service Provider without any additional liability or obligation to pay liquidated damages or other additional costs to the Service Provider.

11.4           In no event will Margo, its employees, agents and sub-contractors be liable to the Service Provider to the extent that the alleged infringement is based on:

11.4.1          a modification of the Services or Documentation by anyone other than Margo; or

11.4.2          the Service Provider’s use of the Services or Documentation in a manner contrary to the instructions given to the Service Provider by Margo; or

11.4.3          the Service Provider’s use of the Services or Documentation after notice of the alleged or actual infringement from Margo or any appropriate authority.

11.5           Subject to clause ‎12.1 , the foregoing and clause ‎12.4.2 state the Service Provider’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.

12.              LIABILITY

12.1           Nothing in the Agreement limits or excludes our liability to you for:

12.1.1          death or personal injury resulting from negligence;

12.1.2          fraud or fraudulent misrepresentation; or

12.1.3          any other matter for which we are not permitted by law to exclude or limit our liability.

12.2           This 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 .

12.3           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.

12.4           Subject to clause ‎12.1 :

12.4.1          Margo will not be liable for any:

12.4.1.1             loss of profits (whether direct, indirect or consequential);

12.4.1.2             loss of use, loss of revenue, loss of production or loss of business (in each case whether direct, indirect or consequential);

12.4.1.3             loss of goodwill, loss of reputation or loss of opportunity (in each case whether direct, indirect or consequential);

12.4.1.4             loss of anticipated savings or loss of margin (in each case whether direct, indirect or consequential);

12.4.1.5             loss of bargain (whether direct, indirect or consequential);

12.4.1.6             liability of the Service Provider to third parties (whether direct, indirect or consequential);

12.4.1.7             loss of use or value of any data or software (whether direct, indirect or consequential);

12.4.1.8             wasted management, operational or other time (whether direct, indirect or consequential);

12.4.1.9             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;

12.4.1.10          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;

12.4.1.11          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

12.4.1.12          indirect, consequential or special loss; and

12.4.2          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 AED[AMOUNT   ].

13.              Term and termination

13.1           The Agreement will, unless otherwise terminated as provided in this clause ‎13 , commence on the Effective Date and will continue until:

13.1.1          the Service Provider cancels its registration with Margo; or

13.1.2          the Agreement is terminated in accordance with the provisions of these terms and conditions;

whichever is later.

13.2           Without affecting any other right or remedy available to it, Margo may terminate the Agreement and block the access of the Service Provider to the Services, the Documentation and the Margo website with immediate effect by giving written notice to the Service Provider if:

13.2.1          Margo has not received payment of any sum due to it from the Service Provider within [ 14 days ] after the due date for payment   ;

13.2.2          the Service Provider 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

13.2.3          the Service Provider 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 Service Provider   .

13.3           On termination of the Agreement for any reason:

13.3.1          all licences granted under the Agreement will immediately terminate and the Service Provider will immediately cease all use of the Services and the Documentation;

13.3.2          the Service Provider will return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;

13.3.3          Margo may destroy or otherwise dispose of any of the Service Provider 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[, unless Margo receives, no later than ten days after the effective date of the termination of the Agreement, a written request for the delivery to the Service Provider of the then most recent back-up of the Service Provider Data. Margo will use reasonable commercial endeavours to deliver the back-up to the Service Provider within 30 days of its receipt of such a written request, provided that the Service Provider has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Service Provider will pay all reasonable expenses incurred by Margo in returning or disposing of Service Provider Data]; and

13.3.4          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 Service Provider 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 Service Provider 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

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

17.2           If any provision or part-provision of the Agreement is deemed deleted under clause ‎17.1 the parties will negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

18.              Entire agreement

18.1           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.

18.2           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.

18.3           Each party agrees that it will have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement.

18.4           Nothing in this clause ‎18 will limit or exclude any liability for fraud.

19.              Assignment

19.1           The Service Provider 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.

19.2           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

20.1           The Service Provider 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:

20.1.1          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;

20.1.2          comply with Margo’s anti-bribery policy as updated from time to time ;

20.1.3          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;

20.1.4          promptly notify Margo of:

20.1.4.1             any request or demand for any improper financial or other advantage received by it; and

20.1.4.2             any improper financial or other advantage it gives or intends to give

whether directly or indirectly in connection with this Agreement; and

20.1.5          promptly give Margo written notice of any breach of this clause ‎20.1 .

20.2           Any breach of clause ‎ ‎20.1 by the Service Provider 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.

20.3           The Service Provider will include in any sub-contract which it enters into in connection with this Agreement:

20.3.1          a clause equivalent to this clause ‎20 ; and

20.3.2          a right for Margo to exercise equivalent rights over the sub-contractor to those which it exercises over the Service Provider in clause ‎20.1.3 .

20.4           The Service Provider 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:

20.4.1          any breach by the Service Provider 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

20.4.2          any breach by any sub-contractor of the Service Provider 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  

23.1           Any notice required to be given under the Agreement will be in writing and will be delivered by sending a message through the Services.

23.2           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.