Terms and Conditions Agreement
Updated: Nov 22, 2023
- Contractual Relationship
Please read these Terms and Conditions carefully. These Terms and Conditions constitute a legally binding agreement together with the Letter of Agreement between you, whether personally or on behalf of an entity, acting as a provider of the items (the “Provider ” or “you”) and the Hakeem Legal Entity as stated on the Letter of Agreement (“Hakeem”). These Terms and Conditions and the Letter of Agreement shall hereinafter be referred to as the “Agreement”. For the purpose of the Agreement, references to “Affiliates”, includes Hakeem’s administrators, successors-in-interest, permitted assigns and affiliates.
The Agreement governs your use of the Hakeem application, website, call center and technology platform (collectively, the “Hakeem Platform” or the “Platform”) which facilitates the listing, sale and delivery of Pharmacy Items (as defined below) to Patients (as defined below) (“Platform Services”).
IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU MAY NOT USE OR ACCESS THE HAKEEM PLATFORM OR THE PROVIDER APPLICATION.
Your access and use of the Hakeem Platform and the Provider Application constitute your agreement to be bound by the Agreement, which establishes a contractual relationship between you and Hakeem. Hakeem may immediately terminate the Agreement with respect to you, or generally cease offering or deny access to the Hakeem Platform and the Provider Application or any portion thereof, at any time and for any reason without notice to the Provider .
Hakeem may amend these Terms and Conditions unilaterally and in its sole discretion from time to time. Amendments will be effective upon Hakeem’s posting of an updated Terms and Conditions at this location. Your continued access or use of the Hakeem Platform and/or the Provider Application after such posting constitutes your consent to be bound by these Terms and Conditions, as amended.
Hakeem may provide to a claims processor or an insurer any necessary information (including your contact information) if there is a complaint, dispute or conflict, which may include a death or injury, involving you, a Patients and/or a third-party transport provider and such information or data is relevant to the complaint, dispute or conflict.
- Definitions
“Applicable Law” means any national, state, local, municipal legislation, regulation, statutes, by-law, consents and/or other law and any other instrument having the force of law as may be issued and in force from time to time (and any amendment or subordinate provisions) relating to or connected with the activities contemplated under this Agreement wherever so located or performed.
“Drivers” means an individual, validly registered on the Hakeem Platform, who is an independent contractor and is carrying out the delivery of Orders to Patients.
“Patient” means a user who place Orders through the Hakeem Platform.
“Effective Date” means the execution date of the Letter of Agreement .
“Electronic Payment Mechanism” means the online and mobile based payment mechanisms including third party payment gateways, credit card/debit card/net banking transfer and/or e-wallets that are available on the Platform for the purposes of facilitating the payment of the Order Value by the Patients.
“Letter of Agreement ” means the Provider Letter of Agreement signed by you and Hakeem pursuant to which you agree to be bound by the terms of these Terms and Conditions.
“Good Industry Practice” means the practices, methods and procedures and that degree of skill, diligence, prudence, foresight and judgment which would be expected to be observed by a skilled and experienced supplier engaged in the same or similar activities under the same or similar circumstances.
“Pharmacy Items” means any Pharmacy items being sold by you to patients as listed from time to time in a relevant Menu;
“Group” means in relation to any person, that person and any company which is from time to time a subsidiary or holding company of that person or a subsidiary of any such holding company.
“Information” means the information set out in, and to be provided in connection with, the Letter of Agreement including any information which is supplied by you to Hakeem under or with respect to this Agreement such as the Menu, the price lists underlying the Menu, opening hours of the Provider , delivery areas serviced by the Provider and related delivery terms, information required under clause 4.1 of these Terms and Conditions, and any other specific information the Provider is requested by Hakeem to provide;
“Intellectual Property Rights” means patents, inventions (whether patentable or not), copyrights, moral rights, design rights, trade-marks, trade names, business names, service marks, brands, logos, service names, trade secrets, know-how, domain names, database rights and any other intellectual property or proprietary rights (whether registered or unregistered, and whether in electronic form or otherwise) including rights in computer software, and all registrations and applications to register any of the aforesaid items, rights in the nature of the aforesaid items in any country or jurisdiction, any rights in the nature of unfair competition rights, and rights to sue for passing off;
“Provider Application” means the Hakeem application (web-based or otherwise), which provides you with the ability to receive details and updates relating to Orders.
“Provider Commission” means the commission fee, including any applicable payment processing fees, with respect to each Order, payable by you to Hakeem pursuant to the terms of the Letter of Agreement .
“Net Sales Value” means the amount charged by the Provider to any Patients that is attributable to an Order placed through the Hakeem Platform, inclusive of any VAT payable in respect of the Pharmacy Items, but net of all discounts being offered by the Provider on the Hakeem Platform.
“Order” means an order made by a Patients on the Hakeem Platform for the purchase of Pharmacy Items.
“Order Value” means the total amount, net of all discounts being offered by the Provider or Hakeem and including all taxes and charges, which is payable by a Patients for the purchase of Pharmacy Items with respect to each relevant Order.
“Parties” means Hakeem and you.
“Service Operator” means a service operator working for Hakeem who is managing Orders received from Patients through the Hakeem Platform.
“Services” means the receipt of Orders from, and if applicable, the delivery of related Pharmacy Items to, Patients and related services; and
“Technical Standards” means all internationally recognizable technical standards applicable to the provision of the Services hereunder.
- Hakeem Obligations
3.1. Hakeem will forward Orders placed by patients to you via a Hakeem-provided URL link and/or via the Provider Application on a real-time basis;
3.2. Hakeem will not be responsible or liable for the (a) quality, quantity, descriptive accuracy and/or taste of the Pharmacy Items added on the Platform; and/or (b) processing of the Orders which have been placed by the Patients with the Provider on the Hakeem Platform; and/or (c) any failure on the part of the Provider to comply with the special requests / instructions of a Patients where such requests and/or instructions have been communicated by the Patients at the time of placing an Order; and/or (d) the delivery of the Pharmacy Items to the Patients including, but not limited to, the acts or omissions of any Drivers. The Provider agrees to take full liability and responsibility in respect of the foregoing in case the delivery handled by the Provider s.
3.4. Except in cases where delivery is conducted through the Provider , Hakeem will use Driverss to deliver Orders to Patientss;
3.5. If an Order cannot be delivered to a Patients, for example if the Patients is not present to receive the Order, Hakeem will use reasonable endeavors to have the Order returned to the Provider . If the Order is returned to the Provider within the same calendar day on which the Order was placed by the Patients, Provider acknowledges and agrees that the Provider will not be paid for such Order and that if the Provider has already received the Net Sales Value and/or any other Payment from Hakeem in respect of such Order (subject to any appropriate reductions hereunder), Hakeem will have a right to deduct the Net Sales Value and/or the value of any other Payment made from or against any monies that are owed by Hakeem to the Provider from time to time under this Agreement;
3.6. Subject to Clause 4.11 below, Hakeem will handle any Patients and Provider complaint related to the Hakeem Platform, the Provider Application and/or the Device (in the event Hakeem has provided Provider with that Device);
3.7. Hakeem will deactivate the Provider ’s account if the Provider is found non-compliant with any Applicable Law;
3.8. Hakeem will be responsible for the costs of any discounted promotions offered on non-medication pharmacy products by Hakeem with respect to Platform Services.
3.9. In the event that an Order is not delivered to a Patients as a direct result of the negligence or willful misconduct of a Drivers, Hakeem shall waive the Provider Commission owed to it in relation to such Order and Hakeem shall put forth its best commercial efforts to procure that such Drivers re-pay Patients or Provider the Net Sales Value if such amount was paid by Patients in advance.
- Provider Obligations
4.1. Before being onboarded onto the Hakeem Platform and/or fulfilling any Orders related to pharmacy products marketplace, the Provider must provide up-to-date and accurate Information to Hakeem including, but not limited to, itemized lists of Pharmacy Items and their availability, description of Pharmacy Items and attributes (weight, volumes, etc.), prices for Pharmacy Items including all applicable taxes and charges, operating hours of the Provider , any recommended usage and dosage information as well as any possible side effects relating to the Pharmacy Items, manufacturers’ instructions and allergy information for any Pharmacy Items, and any other Information that is required to be shown to the Patients in respect of the sale of the Pharmacy Items to Patientss under Applicable Law;
4.2. Provider will ensure that prices for Pharmacy Items displayed on a Menu are at all times inclusive of applicable taxes and charges, including VAT;
4.3. THE PROVIDER WILL NOT SELL ANY PHARMACY ITEMS THROUGH THE HAKEEM PLATFORM THAT REQUIRE A PHARMACY PRESCRIPTION WITHOUT A VALID PRESCRIPTION RELATED TO THE PATIENT WHO REQUESTED THIS SERVICE EXCEPT , NARCOTICS AND/OR A CONTROLLED MEDICATION THAT CAN NOT BE DELIVERED.
4.4. Provider is responsible for monitoring (through the Provider Platform), providing and maintaining up to date and accurate Information at all times. Provider will use the Provider Platform to make timely changes or updates to their Information, including but not limited to Menu items and their availability, item descriptions and attributes, item prices, operating hours and any other Information. If for any reason these changes cannot be made via the Provider Platform, Provider will notify Hakeem by email of any changes or new Information and will provide at least 48 working hours’ notice for Hakeem to reflect such changes on the Hakeem Platform. If Provider fails to do any of the foregoing, Provider shall pay to Hakeem (i) the Provider Commission or 5% of the Net Sales Value, whichever is higher, on any Orders placed by Patientss that have to be cancelled due to outdated Information including, but not limited to, unavailability of all items in the Order; (ii) any compensation issued to Patientss by Hakeem for Orders that are cancelled or modified due to outdated Information; and (iii) any price difference Hakeem has to pay to Patientss due to outdated prices;
4.5. Where Hakeem is required to make changes or updates to Information on behalf of the Provider pursuant to clause 4.4, Hakeem reserves the right to seek written confirmation from the Provider of the changes or edits prior to uploading them, such confirmation shall be provided promptly by the Provider and the time taken between any such request for confirmation submitted by Hakeem and written confirmation being provided by the Provider shall not count towards the 48 hour time period within which Hakeem must reflect any changes as set out under clause 4.4;
4.6. The Provider will send to Hakeem, at least once a week, a stock update sheet for all Pharmacy Items being sold on the Hakeem Platform. The stock update sheet will necessarily contain the inventory count for each item or Stock Keeping Unit (SKU) and will reflect the most updated inventory status at the time of sending the update sheet;
4.7. Provider will ensure that no Order contains any Pharmacy Items past their expiry and/or consumption date. In case any Patients informs Hakeem that the Patients has received any expired Pharmacy Item(s), Provider acknowledges and agrees that the Provider will not be paid for such Order, and that if the Provider has already received any Payment (as defined below) from Hakeem in respect of such Order (subject to any appropriate reductions hereunder), Hakeem will have a right to deduct or offset such amount from or against any monies that are owed by Hakeem to the Provider from time to time under this Agreement;
4.8. The Provider will not require a minimum value with respect to any Order.
4.9. Provider will accept all Orders placed by patients within tow minutes of the Order appearing on the Provider Platform and, in the event that the Provider fails to do the same, the Provider ’s ranking on Hakeem’s Patients-facing application for provision of the Services may decline and a higher expected delivery time may be shown to Patients for the Provider . The Provider will also be responsible for any and all issues and costs associated with delayed delivery resulting from its failure to comply with the five -minute order acceptance time, including costs associated with compensating the Patients.
4.10. The Provider will contact the Hakeem Patients care team immediately – and before accepting the Order — if an Order cannot be processed as requested by the Patients or to clarify the details of an Order.
4.11. If Patients contacts Provider to request any change or modification to an Order, Provider will direct Patients to contact Hakeem directly. Notwithstanding the foregoing, if a Patients has a question or issue in relation to any Pharmacy Item(s) or is seeking any Pharmacy advice then Hakeem shall direct Patients to speak directly with the Provider by calling the Pharmacy Contact Number provided in the Letter of Agreement .
4.12. Hakeem may communicate to the Provider , expected Order preparation time or expected waiting time for the Drivers at the Provider . Where such times are not communicated, the standard order preparation time should be within 30 minutes . If the preparation time of an Order exceeds the communicated expected preparation time, or the waiting time for the Drivers exceeds the communicated expected waiting time or, where these times are not communicated, the preparation time of an Order exceeds the standard order preparation time of Letter of Agreement , the Provider ’s ranking on Hakeem’s Patients-facing application for provision of the Services may decline and a higher expected delivery time will be shown to Patients for the Provider . Provider will also be responsible for any and all issues and costs associated with delayed delivery resulting from its failure to comply with the relevant preparation time or Drivers waiting time (as stipulated above), including costs associated with compensating the Patients.
4.13. Provider acknowledges that a Drivers may not accept any Order from the Provider if Drivers deems that any of the Pharmacy Items are not packaged correctly or are at risk of spillage, spoilage or destruction. If Drivers does not accept the Order, Provider will not receive the Net Sales Value and/or any Payment for such Orders. Notwithstanding the foregoing, it is not the responsibility of the Drivers to inspect the Pharmacy Items to ensure there will be no spillage, spoilage or destruction and this remains the sole responsibility of the Provider ;
4.14. Provider shall treat Orders received from Patients ordering via the Hakeem Platform with the same level of care, preparation times, delivery times if delivery is conducted by the Provider , and attention, including providing the correct items as per the Patients order and providing the right packaging to avoid spoilage, spillage or destruction of items, as it treats Patients orders received via its own sales channels or via any third party;
4.15. Provider warrants, represents and undertakes that prior to dispatch of any Pharmacy Items, any such Pharmacy Items have at all times been handled, stored and maintained in hygienic and sanitary conditions and in accordance with Applicable Law, Good Industry Practice and any instructions or requirements of the manufacturer and/or producer of the Pharmacy Items.
4.16. Where the delivery is conducted by the Provider , the Provider will process, execute and deliver Orders (a) promptly and within 45 minutes from receipt of the relevant Order; and (b) in accordance with Good Industry Practice. In such case, the Provider will be responsible for all issues and costs associated with any delayed deliveries, including costs associated with compensating the Patients.
4.17. In the event that the Provider fails to fulfil and/or deliver (as the case may be) any accepted Orders the Provider will not have the right to receive the Net Sales Value and/or any other Payments (defined below) for such Orders;
4.18. The Provider warrants, represents and undertakes that the Pharmacy Items provided to Patients are: (a) of high quality and fit for human consumption; (b) comply with all relevant local legislations, including all applicable industry regulations including all packaging and labeling requirements required for Pharmacy Items of that type; and (c) will not contain any references to any third party which offers services that are identical or similar to the Services provided by Hakeem under this Agreement;
4.19. THE PROVIDER WARRANTS, REPRESENTS AND UNDERTAKES THAT IT HAS, AND WILL MAINTAIN, ALL NECESSARY LICENSES AND PERMITS REQUIRED FOR MARKETING (IN ALL CHANNELS), SALE AND DELIVERY OF THE PHARMACY ITEMS IN ALL TERRITORIES WHERE THE SERVICES ARE PERFORMED. IF ANY SUCH LICENSE OR PERMIT IS REVOKED, EXPIRES, OR IS TERMINATED FOR ANY REASON WHATSOEVER THEN THE PROVIDER SHALL PROMPTLY NOTIFY HAKEEM IN WRITING.
4.20. Provider will not engage in any fraudulent activity or misuse any benefits extended by Hakeem to it or to patients.
4.21. Provider will be responsible for the costs of any discounted promotion offered on the pharmacy products by the Provider with respect to Pharmacy Items (a “Provider Promotion”), as agreed from time to time via email.
4.22. Unless Provider decides in its sole discretion to run a promotion or discount in respect of the Pharmacy Items, Provider will not at any time offer by way of any medium a price for any item which is lower than the then-current price of the applicable item set out in the Menu, unless agreed in writing between the two Parties.
4.23. If the Provider has supplied poor quality or inaccurate Pharmacy Items to the Patients in the opinion of Hakeem, or if applicable has not delivered the Pharmacy Items in accordance with the terms and conditions stated in the Agreement, the Provider will be responsible for any and all issues and costs associated with these Orders, hereinafter “Problem Orders”, including costs associated with compensating the Patients. Where Hakeem has (pursuant to the Patient’s complaint) refunded the Order Value to the Patients for a Problem Order, the Provider acknowledges and agrees that the Provider will not receive the Net Sales Value and/or any other Payments (defined below) for such Problem Order and that if the Provider has already received the Net Sales Value and/or any other Payments from Hakeem in respect of such Problem Order (subject to any appropriate reductions hereunder), Hakeem will have a right to deduct or offset such amount from or against any monies that are owed by Hakeem to the Provider from time to time under this Agreement;
4.24. Provider shall disclose all relevant details pertaining to Problem Order(s) to Hakeem upon becoming aware of the same; and
4.25. Provider shall perform its obligations hereunder in accordance with: (a) Good Industry Practice; (b) Technical Standards; (c) All applicable professional rules, code of conduct, regulations and associated guidelines; (d) Any timescales set out herein; and (e) Applicable Law.
- The Hakeem Platform
Hakeem is a digital healthcare delivery and transportation network which operates a software platform matching, amongst other things, Patientss seeking to place Orders with Provider s via the Hakeem Platform.
THE PROVIDER ACKNOWLEDGES THAT NEITHER HAKEEM NOR ITS AFFILIATES PROVIDE DELIVERY OF PHARMACEUTICAL SERVICES OR FUNCTION AS A TRANSPORTATION SERVICE PROVIDER OR OWN ANY VEHICLES FOR DELIVERY AND THAT ALL DELIVERY SERVICES ARE PROVIDED BY INDEPENDENT THIRD-PARTY CONTRACTORS WHO ARE NOT EMPLOYED BY HAKEEM OR ANY OF ITS AFFILIATES.
5.1 License.
Subject to your compliance with this Agreement, and solely until termination of this Agreement, Hakeem grants you a limited, non-exclusive, non-sub-licensable, revocable, non-transferrable license to: (a) access and use the Hakeem Platform and the Provider Application solely with respect to the Services; and (b) access and use any content, information and related materials that may be made available to the Provider through the Hakeem Platform, in each case solely to provide Services to Patientss. Any rights not expressly granted herein are reserved by Hakeem and Hakeem’s licensors.
5.2 Restrictions
You may not: (a) remove any copyright, trademark or other proprietary notices from any portion of the Hakeem Platform or the Provider Application; (b) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Hakeem Platform or the Provider Application except as expressly permitted by Hakeem; (c) decompile, reverse engineer or disassemble the Hakeem Platform or the Provider Application except as may be permitted by Applicable Law; (d) link to, mirror or frame any portion of the Hakeem Platform or of the Provider Application; (e) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Hakeem Platform or of the Provider Application or unduly burdening or hindering the operation and/or functionality of any aspect of the Hakeem Platform or the Provider Application; or (f) attempt to gain unauthorized access to or impair any aspect of the Hakeem Platform or the Provider Application or their related systems or networks.
5.3 Intellectual Property Rights
The Hakeem Platform and the Provider Application and all rights therein are and shall remain Hakeem’s property or the property of Hakeem’s licensors. Neither this Agreement nor your use of the Hakeem Platform or of the Provider Application convey or grant to you any rights: (a) in or related to the Hakeem Platform or the Provider Application, as applicable, except for the limited license granted above; or (b) to use or reference in any manner Hakeem’s company names, logos, product and service names, trademarks or services marks or those of Hakeem’s licensors; or (c) except for the limited license granted above, to any Intellectual Property Rights that are owned by or licensed to Hakeem prior to the commencement date of this Agreement, which shall be owned by and remain the property of and vested in Hakeem.
The Provider hereby assigns with full title guarantee, free of all encumbrances and in the case of copyright, by way of a present assignment of future copyright, all of the Intellectual Property Rights that arise, or are created or developed by Hakeem or are adapted from Hakeem’s Intellectual Property Rights in connection with this Agreement upon creation, together with the right to sue for past infringement of the Intellectual Property Rights.
The Provider hereby grants to Hakeem a worldwide, perpetual, non-exclusive, assignable, royalty-free license (with full right to sublicense) for the term of the Agreement to use, reproduce, publicly display, exploit, modify, alter or integrate its Intellectual Property Rights as are provided by the Provider to Hakeem (whether directly or indirectly) or are uploaded by the Provider onto the Hakeem Platform or Provider Application, from time to time, for the purpose of providing the Platform Services and any marketing campaigns it runs in relation to the Services. The Provider warrants, represents and undertakes that none of the content, information or related materials that it provides to Hakeem under this Agreement, or that are uploaded by the Provider onto the Hakeem Platform or Provider Application, will violate or infringe any third party Intellectual Property Rights or any other third party rights.
5.4 Third Party Services and Content.
The Hakeem Platform and the Provider Application may be made available or accessed in connection with third party services and content (including advertising) that Hakeem does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such third-party services and content. Hakeem does not endorse such third-party services and content and in no event shall Hakeem be responsible or liable for any products or services of such third-party providers. Additionally, Apple Inc., Google, Inc., and/or their applicable international subsidiaries and affiliates will be third-party beneficiaries to this contract if you access the Hakeem Platform using applications developed for Apple iOS or Android-powered mobile devices, respectively. These third-party beneficiaries are not parties to this contract and are not responsible for the provision or support of the Hakeem Platform in any manner. Your access to the Hakeem Platform using these services or applications is subject to terms set forth in the applicable third-party beneficiary’s terms of service.
5.5 Exclusivity
Pursuant to the terms of the Letter of Agreement , you may opt to work exclusively with Hakeem as your chronic care management program partner in certain projects based on separate agreement and terms & conditions as service provider (a “Hakeem Exclusive Partner”).
- Use of the Hakeem Platform
6.1. The Provider ’s use of the Hakeem Platform and the Provider Application shall be subject to the terms and conditions set forth in this Agreement and the Letter of Agreement and the privacy policy published from time to time on Hakeem’s website.
- Charges, Payments and Commission
7.1. The Provider acknowledges and agrees that while Hakeem will use its reasonable efforts to ensure that the Hakeem Platform is not misused by Patientss for the placement of wrong Orders, it is the ultimate responsibility of the Provider to determine whether an Order is wrong or not. In the event of a wrong Order, the Provider undertakes to report such a wrong Order to Hakeem through the Platform or call Hakeem for Hakeem’s action and investigation.
7.2. Hakeem may perform a variety of marketing activities to promote the Provider and the Provider ’s menu; provided, however, that all such marketing activities will be determined in Hakeem’s sole and absolute discretion and the Hakeem Platform may be modified or updated, without notice and from time to time, to reflect any such changes.
7.3. The Provider acknowledges and agrees that the Hakeem Platform will provide the following payment mechanisms to Patientss for the payment of the Order Value: (a) Cash on delivery; (b) Electronic Payment Mechanism; and (c) Redemption of vouchers and/or discount promotion (if any) approved by Hakeem.
7.4. Hakeem will settle Net Sales Value owed to Provider in accordance with the payment terms specified on the Letter of Agreement (“Payments”). Provider agrees that Hakeem shall be entitled to set-off any amounts Provider owes to Hakeem hereunder (including the Provider Commission) from the Payments. Provider will be responsible for any taxes or charges payable on the Pharmacy Items including collecting, paying and reporting such taxes to the appropriate authorities and providing Patientss with compliant Tax Invoices where required under local laws for the Pharmacy Items.
7.5. The Parties acknowledge and agree that Order ratings are entirely under the control of Patientss and a Provider ’s accumulated average rating is calculated using the ratings which are given by the Patients in respect of each Order which is placed by such Patients with a particular Provider on the Hakeem Platform.
- Restricted Activities
8.1. The Provider must meet all of the following requirements when it receives an online payment Order:
8.1.1. Ensure that it does not receive any additional payment from a Patients (including but not limited to payment by cash) when payment has been made online by a Patients; and
8.1.2. Follow all special instructions contained on the Order receipt or as communicated to the Provider by a Service Operator.
8.2. The Provider agrees that it will treat all information concerning this Agreement and the Letter of Agreement (including their respective terms), Hakeem and its Group, the Hakeem Platform and all information concerning Patientss which has been provided to it pursuant to the terms of this Agreement as confidential information (“Confidential Information”) and will not, except as provided in this Agreement, disclose, use or permit the disclosure or use of such information to any third party. The Provider further agrees that a breach of this provision would cause Hakeem to suffer irreparable harm and damage that could not be adequately remedied by payment of monetary damages and therefore, in addition to monetary damages and other legal remedies, the Provider agrees that Hakeem will be entitled to obtain equitable and injunctive relief as may be necessary to restrain any threatened, continuing or further breach by the Provider . The restrictions referred to in this Clause will not apply to any Confidential Information to the extent that such information: (a) is already known to the Provider , (b) is in or comes into the public domain otherwise than as a result of any breach of this Agreement or (c) is required to be disclosed by law.
8.3. Provider shall Process any Personal Information received from Hakeem or any Patients in accordance with Applicable Law and only for the purposes of discharging its obligations under this Agreement. For the purposes of this Clause, the following definitions shall apply: (a) “Personal Information” means any information relating to an identified or identifiable person who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to his physical, physiological, mental, economic, cultural or social identity, and (b) “Process” means to collect, hold, use, transfer, destroy and otherwise deal in any with Personal Information.
- Disclaimers; Limitation of Liability; Indemnity
9.1. DISCLAIMER.
THE HAKEEM PLATFORM AND THE PROVIDER APPLICATION IS PROVIDED “AS IS” AND “AS AVAILABLE.” HAKEEM AND ITS AFFILIATES DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, NOT EXPRESSLY SET OUT IN THIS AGREEMENT, INCLUDING THE IMPLIED WARRANTIES OF PROVIDER ABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, HAKEEM AND ITS AFFILIATES MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE HAKEEM PLATFORM OR OF THE PROVIDER APPLICATION OR ANY SERVICES OR PHARMACY ITEMS REQUESTED THROUGH THE USE OF THE HAKEEM PLATFORM OR THE PROVIDER APPLICATION, OR THAT THE HAKEEM PLATFORM OR PROVIDER APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE. NEITHER HAKEEM NOR ITS AFFILIATES GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF PATIENTSS. THE PROVIDER AGREES THAT THE ENTIRE RISK ARISING OUT OF THE PROVIDER ’S USE OF THE HAKEEM PLATFORM AND PROVIDER APPLICATION, AND ANY SERVICE OR GOOD REQUESTED OR PROVIDED IN CONNECTION THEREWITH, REMAINS SOLELY WITH THE PROVIDER , TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
9.2. LIMITATION OF LIABILITY
THE PROVIDER UNDERSTANDS AND ACCEPTS THAT HAKEEM DOES NOT PROVIDE PHARMACEUTICAL OR LOGISTICS SERVICES OR FUNCTION AS A TRANSPORTATION OR PHARMACY ITEMS CARRIER AND THAT ALL SUCH TRANSPORTATION OR LOGISTICS SERVICES ARE PROVIDED BY INDEPENDENT THIRD-PARTY CONTRACTORS WHO ARE NOT EMPLOYED BY HAKEEM OR ANY OF ITS AFFILIATES. HAKEEM’S LIABILITY FOR ANY LOSS SUFFERED BY THE PROVIDER ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED TEN THOUSAND AED (AED 10,000) (OR THE EQUIVALENT AMOUNT IN THE RELEVANT LOCAL CURRENCY).
THE PROVIDER AGREES THAT HAKEEM HAS NO RESPONSIBILITY OR LIABILITY TO THE PROVIDER RELATED TO ANY DELIVERY SERVICES PROVIDED BY THE PROVIDER TO PATIENTSS OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT.
9.3. Indemnity.
The Provider agree to indemnify and hold Hakeem, its Affiliates and their officers, directors, employees and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees) arising out of or in connection with: (a) the Provider ’s use of the Hakeem Platform and/or Provider Application and the sale of Pharmacy Items and delivery services obtained through the Provider ’s use of the Hakeem Platform and the Provider Application and/or any delivery services provided by the Provider (if applicable); (b) the Provider ’s breach or violation of this Agreement; or (c) the Provider ’s violation of the rights of any third party, including Drivers.
9.4. Indirect Damages
Hakeem will not be liable to the Provider for any indirect or consequential losses (including loss of profit, opportunity and goodwill).
9.5. Exclusions from Limitation of Liability
Notwithstanding the foregoing, nothing in this Agreement shall exclude or limit either party’s liability to the other in relation to:
9.5.1. death or personal injury caused by negligence or willful or reckless misconduct of that party;
9.5.2. any fraud or fraudulent misrepresentation of that party; and/or
9.5.3. any liability which cannot be lawfully excluded by that party.
- Choice of Law and Dispute Resolution
10.1 Choice of Law.
This Agreement is governed by and construed in accordance with the laws of the jurisdiction in which Hakeem is incorporated, without giving effect to any conflict of law principles, except as may be otherwise provided in supplemental terms applicable to your region.
10.2 Arbitration
You agree that any dispute, claim or controversy arising out of or relating to this Agreement or the Letter of Agreement or the breach, termination, enforcement, interpretation or validity thereof or the use of the Hakeem Platform or the Provider Application or the Services (collectively, “Disputes”) will be settled by binding arbitration between you and Hakeem, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you and Hakeem are each waiving the right to a trial by jury or to participate as a plaintiff or class in any purported class action or representative proceeding. Further, unless both you and Hakeem otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Arbitration” section and the “Arbitration Process and Rules” section will be deemed void. Except as provided in the preceding sentence, this “Arbitration” section and the “Arbitration Process and Rules” section will survive any termination of this Agreement. This “Arbitration” section and the “Arbitration Process and Rules” section applies to all Disputes between you and Hakeem and/or any of its Affiliates.
10.3 Arbitration Process and Rules.
Any Dispute shall be first mandatorily submitted to mediation proceedings under the International Chamber of Commerce Mediation Rules (“ICC Mediation Rules”). If such Dispute has not been settled within sixty (60) days after a request for mediation has been submitted under such ICC Mediation Rules, such Dispute can be referred to and shall be exclusively and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (“ICC Arbitration Rules”). The ICC Rules’ Emergency Arbitrator provisions are excluded. The Dispute shall be resolved by one (1) arbitrator to be appointed in accordance with the ICC Rules. The place of both mediation and arbitration shall be in the city in which the applicable Affiliate with which you have a Dispute has its registered office. The language of the mediation and/or arbitration shall be English, unless you do not speak English, in which case the mediation and/or arbitration shall be conducted in both English and your native language. The existence and content of the mediation and arbitration proceedings, including documents and briefs submitted by the parties, correspondence from and to the International Chamber of Commerce, correspondence from the mediator, and correspondence, orders and awards issued by the sole arbitrator, shall remain strictly confidential and shall not be disclosed to any third party without the express written consent from the other party unless: (i) the disclosure to the third party is reasonably required in the context of conducting the mediation or arbitration proceedings; and (ii) the third party agrees unconditionally in writing to be bound by the confidentiality obligation stipulated herein.
- Other Provisions
11.1 Upon Expiry or Termination
In the event that this Agreement expires or is terminated for any reason, Provider will no longer be entitled to access and/or use the Hakeem Platform and the Provider Application and Provider shall return all Confidential Information it has received from Hakeem hereunder.
11.2 Claims of Copyright Infringement.
Claims of copyright infringement should be sent to Hakeem at info@Hakeem.ae
11.3 Notice.
Hakeem may give notice by means of a general notice on the Hakeem Platform, electronic mail to your email address in the Provider Account, or by written communication sent to your address as set forth in the Letter of Agreement . The Provider may give notice to Hakeem by written communication to Hakeem’s email address at legal@Hakeem.ae for any matter and will give 5 calendar days’ written notice with respect to terminating its use of the Hakeem Platform and the Provider Application.
- General
The Provider may not assign or transfer its rights under this Agreement in whole or in part without Hakeem’s prior written approval. Hakeem may assign and/or transfer its rights and obligations under this Agreement in whole or in part, including to: (a) a subsidiary or affiliate; (b) an acquirer of Hakeem’s equity, business or assets; or (c) a successor by merger.
No joint venture, partnership, employment or agency relationship exists between the Provider , Hakeem, its Affiliates or any Patients as a result of the contract between the Provider and Hakeem or use of the Hakeem Platform or the Provider Application. Hakeem and the Provider are and shall remain independent parties. Neither party shall have, or represent itself to have, any authority to bind the other party or act on its behalf.
If any provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of this Agreement but the legality, validity and enforceability of the other provisions in this Agreement shall not be affected. In that event, the parties shall replace the illegal, invalid or unenforceable provision or part thereof with a provision or part thereof that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable provision or part thereof, given the contents and purpose of this Agreement. The Letter of Agreement shall constitute an integral part of this Agreement. This Agreement, together with the Letter of Agreement , constitutes the entire Agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous Agreements or undertakings regarding such subject matter.