By using the acceptance button in the Pyypl App, or by signing this Agreement, you, the Dealer is deemed to have read, understood and accepted these terms (this “Agreement”) as a legally binding agreement between yourself and Pyypl Ltd, with registered address at Al Maqam Tower, PO Box 35665, Abu Dhabi Global Market (“ADGM”) Square, Abu Dhabi, United Arab Emirates (“UAE”), with commercial registration number: CL: 000001116 (“Pyypl”), regulated by the ADGM Financial Services Regulatory Authority.
Pyypl and Dealer shall be referred to as the “Parties”.
Pyypl is the owner or licensee of the Pyypl brand and trademarks and the Products will be sold under those brands and trademarks.
Pyypl hereby appoints the Dealer person as a non-exclusive promoter and seller of the Pyypl Products as may advised by Pyypl in writing from time to time (“the Products”) in the United Arab Emirates (“the Territory”) and the Dealer accepts the appointment under the terms of this Agreement.
The Dealer acknowledges that as part of his/her obligations hereunder, the Dealer will have ability to distribute, transfer, load, top up or convey balance on the Pyypl app to the digital wallet of the customers of Pyypl ("Balance”). Repayment of the monetary equivalent of any Balance, shall, until deposited with or to the account of Pyypl, remain an outstanding liability of the Dealer owed towards Pyypl.
The Dealer acknowledges and agrees he/she/it is not an employee of Pyypl and is acting as an independent reseller of Products and is entirely responsible for, and accepts all liability for, his own acts and sales.
The Dealer shall not:
give any warranty or make any representation on behalf of the Pyypl or authorised distributor or agent; or
make any promises or give any guarantees with reference to the Products beyond those contained in the Dealer Handbook or the promotional or training material supplied by Pyypl.
The Dealer must:
perform the obligations hereunder to a standard recognised as a high standard by the selling industry to which Dealer belongs and to Pyypl’s satisfaction; and in a manner which complies with, any manuals, training materials or other reasonable and lawful instructions issued by Pyypl during the Term;
ensure that all services provided by Dealer (“Services”) are suited to Pyypl’s requirements;
use best endeavours to promote, explain and sell the Products and at all times act to protect the high reputation and goodwill of Pyypl in the Products;
maintain complete books of sale and account records in respect of the Services rendered and give Pyypl or its agents, distributors or other nominees access to those records at any reasonable time during normal business hours;
ensure that he/she/it maintains own insurances, including public liability insurance, with a reputable insurer in UAE and, upon request by Pyypl,
immediately provide a current certificate of insurance evidencing such insurance(s);
comply with all the requirements of Pyypl as advised in writing from time to time (which advice may be by email, SMS or other electronic means) and all legal requirements in UAE, including any required State or Municipal permissions, for selling the Products in UAE, in particular whenever dealing directly with customers;
ensure that you (and any persons assisting you with the sale of the Products) are lawfully entitled to work in the UAE and be competent, honest and qualified to demonstrate and explain the Products;
participate actively in training activities arranged by Pyypl or its agents from time to time;
obtain and promptly pass on to Pyypl:
if needed, copies of identification documents or any other document required by, Pyypl or its authorised distributor or agent from time to time.
obtain the Products from Pyypl or an authorised distributor or agent of Pyypl only.
not undertake any action or make any representation or commitment to any customer or a third party in connection with performance of his/her/its obligations hereunder which results in a shortfall, deficit, outstanding payment, or loss to Pyypl.
The Dealer shall:
display advertising literature, sales materials and other media provided by Pyypl or its authorised distributor from time to time as directed by Pyypl or the authorised distributor;
where possible, permit Pyypl or its authorised distributor to install marketing material and sales materials (“Promotional Materials”), in such part of its premises as shall be mutually agreed by the Parties;
maintain and safeguard all display materials and signage provided by Pyypl or the authorised distributor.
The Dealer must:
not display or use any of Pyypl’s trademarks (“Trademarks”), names or similar material other than in accordance with Pyypl instructions. The Trademarks may not be displayed or used in combination with any other marks, names, words, logos, symbols or devices;
not do or fail to do anything which is likely to prejudice Pyypl’s rights in the Trademarks;
not use the Trademarks in any manner which would bring Pyypl or its authorised distributor or agent into disrepute or otherwise damage the goodwill or reputation of the Trademarks or Pyypl or which would allow the Trademarks to lose their distinctiveness; and
immediately notify Pyypl of any infringement or suspected misuse or infringement of the Pyypl Trademarks or any other intellectual property rights in or relating to the Products.
Dealer may not appoint subagents to act on their behalf under the terms of this Agreement without the express written permission of Pyypl. Any permitted sub-agency will be subject to any policies procedures established by Pyypl from time to time.
If Dealer receives a complaint from a Customer, whether written or oral, during the Term, Dealer must notify Pyypl in writing of the complaint as soon as practicable. Such notification must include:
the name of the complainant Customer;
the complainant’s Customer details; and
a description of the complaint and what steps (if any) Dealer has taken to resolve the complaint.
Dealer must provide Pyypl with all reasonable information and assistance relating to the receipt and investigation of a complaint and must comply with any reasonable directions of Pyypl in respect of the resolution of such complaint.
Dealer indemnifies Pyypl against all damages that Pyypl may suffer or incur arising directly or indirectly out of or in connection with:
a breach of any provision of this Agreement by Dealer;
a claim by a third party arising out of or in connection with any act or omission of Dealer or any of its employees, agents, subagents, and contractors in connection with this Agreement, whether negligent or not; or
a negligent, wilful, reckless or unlawful act or omission of Dealer or any person assisting the Dealer in connection with this Agreement.
Dealer warrants that he/she/it:
has the full right, power and authority to enter this Agreement, to provide the Services, and to carry out its other obligations under this Agreement;
it has disclosed to Pyypl any conflict which may exist or is likely to arise during the Term between the interests of itself, its employees, agents, subagents, and contractors, and those of Pyypl;
is suitably experienced and qualified and has sufficient sales expertise to provide the Services;
has and will maintain all legally required licences, accreditations, certifications and approvals necessary for Dealer to provide the Services;
has good standing in the community and with relevant authorities and is financially stable and not a bankrupt or insolvent person; and
not subject to any bankruptcy or liquidation process or any special compromise arrangements with or for the benefit of banks or other creditors.
This Agreement shall commence on the date of acceptance on the App or upon signing by the Parties, and shall continue until terminated (the “Term”):
by either Party giving 14 days written notice to the other;
with immediate effect and without notice if:
the Dealer commits any breach of any of the terms of this Agreement and the Dealer fails to fully remedy that
breach within such period of time Pyypl determines as reasonable in the circumstances as notified to the Dealer following the breach (if such a breach is remediable);
where the Dealer ceases to carry out business or becomes insolvent; or
the Dealer assigns or purports to assign its rights or obligations under this Agreement.
Upon termination the Dealer shall promptly return to Pyypl or the authorised distributor or agent all samples, technical pamphlets, catalogues, signages, advertising materials, specifications and other materials, documents
or papers whatsoever sent to the Dealer in performance of this Agreement.
To the full extent permitted by law, neither Party will be liable under this Agreement for any indirect, special, economic or consequential loss or damage suffered by the other party or loss of revenue, profits, or opportunities or loss of anticipated savings regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise, even if the Party has been advised of the possibility of such damages.
In this Clause, unless the context requires otherwise, confidential information (Confidential Information) means information that:
is by its nature confidential;
is designated by a Party as confidential;
a Party knows or is reasonably expected to know is confidential, and includes without limitation:
information relating to the financial position and assets or liabilities of a party and any other matter that does or may affect the financial position or reputation of a party;
information of or in the possession of a party which a party is required by law or any governmental agency to keep private and confidential; and
information relating to a party’s suppliers or other clients.
Each Party must keep secret and confidential all Confidential Information of the other Party which:
is disclosed, communicated or otherwise delivered to it by that Party pursuant to this Agreement;
comes to its knowledge or into its possession in connection with this Agreement,
Dealer must not use, disclose or copy such Confidential Information except:
for the purposes of this Agreement and only to the extent necessary to fulfil those purposes; and
to the extent that disclosure is required by law.
Dealer must establish and observe procedures adequate to protect the Confidential Information of Pyypl.
This Agreement shall be governed by and construed in accordance with the laws of the UAE and the Parties shall submit to the exclusive jurisdiction of the courts of ADGM, Abu Dhabi.
Waiver and variation
A provision or a right under this Agreement may not be waived except in writing signed by the Party granting the waiver or varied except in writing signed by the Parties.
Failure or delay of any Party at any time to take action against the other Party as provided in this Agreement will not affect such first-mentioned Party’s right to require full performance of this Agreement at any time thereafter. Waiver by any Party of a breach of any provision of this Agreement will not constitute a waiver of any subsequent breach nor in any way affect any right, power or remedy of that Party under this Agreement.
Further assurances
Each Party must, at its own expense, do everything reasonably necessary to give full effect to this Agreement.
Entire agreement
This Agreement contains the entire agreement and understanding between the Parties relating to its subject matter and supersedes and cancels in all respects any previous letters of intent, agreements or arrangements between the Parties on this subject matter.
Severability
If any provision of this Agreement is construed to be illegal or invalid, it will not affect the legality, validity and enforceability of the other provisions of this Agreement. The illegal or invalid provisions will be treated as being deleted from this Agreement and no longer incorporated, but all other provisions of this Agreement will continue to be binding on the parties.
Assignment
Dealer must not assign or transfer its rights, powers, obligations or remedies under this Agreement without the prior written consent of Pyypl.
Pyypl may, at its absolute discretion, assign its rights, powers, obligations or remedies under this Agreement to a related body corporate, without the prior written consent of Dealer.