These Terms of Service (the "Terms") are a binding legal agreement between Flooff Portal and the Service Provider, a digital application that aggregates all Pet Care Services, [such as veterinary clinics, grooming centres, boarding etc]. The Terms govern the Service Provider’s use of the Application for provision of Pet Care Services to the Pet Owners.
The Service Provider understands and agrees that Flooff Portal may change the Terms from time to time, and that any such changes will be effective when Flooff Portal posts the modified terms on the Application, unless otherwise required by applicable law. Service Provider’s continued access and use of the Application thereafter will constitute its consent to be bound by the modified Terms.
Service
The Application consists of a mobile application and other related tools, support and services (collectively as the "Service") that the Service Provider and the Pet Owners can use to find, communicate with and interact with each other.
The Application is a neutral venue for service providers and Pet Owners. It is not a service provider and does not provide Pet Care Services.
Flooff Portal makes no representations or warranties about the quality of Pet Care Services and/or other services provided by the Service Provider, or about its interactions and dealings with the Pet Owners. Service Provider will not be under the direction or control of Flooff Portal, and Service Provider shall determine in their own discretion how to provide Pet Care Services.
Flooff Portal will not employ, recommend, or endorse the Service Provider and, to the maximum extent permitted by applicable law, will not be responsible or liable for the performance or conduct of the Service Provider, whether online or offline. The Service Provider is solely responsible for making decisions that are in its best interest.
The Service Provider agrees and acknowledges that the Service is solely for its specific commercial use, and it shall be acting as an independent third party that provides Pet Care Services as a vendor in its own name and account.
The Service Provider agrees and acknowledges that the Flooff Portal does not guarantee availability of business through the Application and shall not be liable in any case for non-availability of business thereon.
Account
In order to use the Application for delivery of the Service, the Service Provider must register and create a user account ("Account"), which shall be non-transferrable to any third party. For creation of an Account, the Service Provider shall be required to provide key information about itself and its business, including but not limited to Trade License and Emirates ID.
The Service Provider shall ensure that all information provided by it for purposes of registering to create an Account shall be complete, accurate and specific at the time such information is provided, and the Service Provider agrees to ensure that in the event such information (or any part thereof) changes, it shall promptly update such information with the Application.
By registering to create an Account, the Service Provided shall be deemed to have represented and warranted as follows as on the date of its accessing the Application, creating an Account or otherwise using the Service:
The Service Provider has the legal capacity and authority to enter into legally binding contractual arrangements set out herein and any and all corporate approvals and other authorisations required therefor have been obtained and remain in full force and effect;
The Service Provider is not prohibited under applicable law to use the Service through the Application, and to take all actions and make all omissions incidental thereto.
Privacy
Flooff Portal’s collection and use of Service Provider’s personal information on the Application is described in the Flooff Portal’s Privacy Statement.
Except for the limitations on Flooff Portal’s use and disclosure of personal information described in the Privacy Statement, to the maximum extent and duration permitted under any applicable law, the Service Provider grants Flooff Portal an irrevocable, perpetual, non-exclusive, fully paid license to use, copy, perform, publicly display, reproduce, adapt, modify, transmit, broadcast, prepare derivative works of, and/or distribute the Service Provider’s content in connection with providing and/or promoting the Application, and to sublicense these rights to third parties.
Booking
A Booking may be initiated by a Pet Owner by selecting the type(s) of Pet Care Services to be provided and then following the prompts that appear on-screen.
The Service Provider acknowledges that bookings can be cancelled or altered by the Service Provider or the Pet Owner provided that Flooff Portal shall be entitled to accept or decline any alterations made to a booking at its own discretion.
Content
The Service Provider represents and warrants that:
It is the owner or licensor of its content, and that it has all rights, consents, and permissions necessary to utilize this, and
that it has any necessary consents and releases from individuals who appear or whose pets appear in its content; and
its content does not violate the law or these Terms.
Flooff Portal reserves the right to monitor, screen, edit and/or remove the Service Provider’s content on the Application. Flooff Portal’s enforcement of these Terms with respect to Service Provider’s content is at Flooff Portal’s discretion, and failure to enforce the Terms in one instance does not create a waiver of its right to enforce them in another instance.
Flooff Portal has no obligation to provide the Service Provider with the content of any reviews about the Service Provider submitted by the Pet Owners. Flooff Portal will have no liability to the Service Provider for any deletion, disclosure, loss or modification of these reviews. Flooff Portal reserves the right to screen, edit or remove these reviews from the Application at any time.
Payments
Flooff Portal (either directly or indirectly through an authorized third party) collects payment from the Pet Owner at the time of Booking and initiate payment to the Service Provider every seven (7) days or based on the credit terms defined and agreed with the Pet Service Provider after completion of the service period indicated in the Booking. The Service Provider will be charged a service fee as described in Section 7.2 .
Flooff Portal’s service fee is calculated as a percentage of the fees a Pet Owner agrees to pay to the Service Provider in a Booking and is collected from each Booking. In addition Flooff Portal may charge an annual membership fee.
If the Service Provider fails to provide Pet Care Services as agreed with the Pet Owner or is otherwise in breach of these Terms, then Flooff Portal may, in its sole discretion, cancel a Booking and/or issue a full or partial refund to a Pet Owner.
Flooff Portal reserves the right to issue a hold on amounts otherwise payable to the Service Provider if there is a reasonable suspicion of fraudulent activity involving the Service Provider’s account or for other similarly compelling reason involving protection of the Application and its community or third party rights.
The Service Provider agrees to provide accurate and complete information about itself and its business and authorizes Flooff Portal to share it solely for the purposes of facilitating the payment process.
Intellectual Property
The Application and all rights to it are and will remain the property of Flooff Portal.
Subject to the terms hereof, Flooff Portal grants the Service Provider a limited, non-exclusive, revocable, and non-transferable licence that cannot be sub-licensed:
to access the Application and use it on its hardware device;
to access all content, information and related material available through the Application and use it for specific commercial purposes that have been disclosed by the Service Provider to Flooff Portal.
The Service Provider shall not:
remove references to copyrights, trademarks or other intellectual property rights from any component of the Application.
reproduce, modify, derive second-hand works from, sell, license, rent out, sell, resell, transfer, publicly disclose or display, transmit, stream, send or otherwise exploit the Application without the express consent of Flooff Portal.
decompile, reverse engineer, or disassemble the Application beyond the limits of what is legally permissible.
create a link, frame, or mirror a component of the Application.
develop or install programs or scripts to scrape, index, survey or otherwise mine data or to unduly limit or inhibit the functionality of aspects of the Application; and or
attempt to gain unauthorised access to or impede a component of the Application and its related systems or networks.
The Service Provider hereby grants Flooff Portal a free, irrevocable, and transferable license to all its content, in particular to use, duplicate, market, alter, publish, disclose, exhibit in public and otherwise use in all formats and on all sales channels, regardless of whether these currently exist and or are known or whether they emerge or become known only in the future.
The Service Provider is responsible for ensuring that it is either the sole and exclusive owner of all content or hold all rights, licences, permits and clearance required to grant Flooff Portal the aforementioned licence to the content; and neither the content itself nor the act of sending, uploading, publishing or otherwise disclosing it, violates or ignores intellectual property rights or other rights of third parties, publication rights, personal rights or data privacy rights of third parties or could be held to represent a violation of applicable laws or regulations.
Limitation of Liability
To the maximum extent permitted under applicable law, in no event will Flooff Portal be liable to the Service Provider for any indirect, special, incidental, or consequential damages, or for any business losses, or loss of profit, revenue, contracts, data, goodwill or other similar losses or expenses that arise out of or relate to the use of or inability to use the Application.
The Service Provider acknowledges that Flooff Portal shall not in any manner be liable to the Service Provider or any third party in relation to damages incurred and or suffered, from or in connection with a contract between the Service Provider and a Pet Owner that is concluded at the time of an accepted Booking. Any complaints related to a Pet Owner/Customer should therefore be addressed to the relevant Pet Owner/Customer.
IF THE SERVICE PROVIDER HAS A DISPUTE WITH A PET OWNER, THE SERVICE PROVIDER AGREES TO RELEASE FLOOFF PORTAL FROM ALL CLAIMS, DEMANDS AND DAMAGES OF EVERY NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES, EXCEPT AS SPECIFICALLY SET FORTH BY FLOOFF PORTAL. IN NO EVENT WILL FLOOFF PORTAL BE LIABLE FOR DIRECT OR INDIRECT CONSEQUENCES OF A PET OWNER OR SERVICE PROVIDER FAILING TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS.
Flooff Portal provides no guarantees, warranties, assurances and makes no commitments to the Service Provider in context of the Application, and as to the quality or suitability of any Pet Owner. In addition, all implied representations and warranties, to the extent permitted by applicable law, are excluded. The Service Provider acknowledges that the Application is provided on an ‘as is’ basis. Periodic and temporary disruptions or errors may occur and the Application might experience restrictions, disruptions, delays or other problems.
9.5 Should a Pet Owner contact Flooff Portal regarding a dispute with the Service Provider, Flooff Portal will refer it to the Service Provider. Without prejudice to the generality of the foregoing, Flooff Portals reserves the right to provide a Pet Owner such information about the Service Provider as it may require for purposes of resolving the dispute in question.
Non-Solicitation
The Service Provider agrees and undertakes that it shall not, without the prior written consent of the Flooff Portal, bypass the Application and/or solicit or attempt to solicit, divert or hire away any Pet Owner who has an Account on the Application;
The Service Provider agrees and acknowledge that the non-solicitation obligation described in the aforesaid clause is essential to the protection of the Flooff Portal’s business. If and when the Service Provider breaches this obligation, it agrees to indemnify Flooff Portal for the amount of losses it will suffer because of such bypass and solicitation.
Penalty
The Service Provider shall be liable to pay a penalty in the event of violation the Service Provider’s obligations under this Agreement or the Terms at a rate of (5%) of the relevant transaction.
Miscallaneous
If any provision hereof (or part of any provision) is or becomes invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions herein shall not be affected. In such an event and where legally permissible, invalid, illegal or unenforceable provision will be replaced by a provision that best approximates its original economic purpose.
Any unauthorised assignment of rights or transfer of obligations in violation of the terms hereof shall be void and without legal effect.
These terms contained herein shall be governed and construed in accordance with Dubai International Financial Centre (DIFC) laws. In the event of any dispute arising out of the terms contained herein, such dispute shall be subject to the exclusive jurisdiction of the Courts of the DIFC.
This Agreement does not constitute and shall not be construed as constituting a partnership or joint venture, agency among the Parties hereto, or an employee-employer relationship.
These Terms are non-exclusive and do not prohibit Service Providers from offering pet care services via other means or third parties. The invalidity, illegality or unenforceability of any term or provision of these Terms will in no way effect the validity, legality or enforceability of any other term or provision of these Terms.
