4. FEES

4.1 Quiqup will provide the Services at the rates and fees (Fees) specified in the Services and Fees Schedule.

4.2 On a lump-sum contract basis, Quiqup will charge the Customer a lump-sum for five orders per month as specified in the Services and Fees Schedule. The specific pricing structure, including the applicable rates, is further detailed in the Services and Fees Schedule.

4.3 Quiqup reserves the right to adjust the Fees at any time, including increases to reflect changing market conditions and other factors. In such cases, a minimum written notice of 30 calendar days will be provided to the Customer before the revised Fees take effect.

4.4 Quiqup shall have a general and particular lien over any Items held by an approved third-party warehousing or fulfilment provider in connection with the Services, to secure all sums due under this Contract. The Customer acknowledges and agrees that such third-party provider may, upon Quiqup’s written instruction, exercise a warehouseman’s lien in Quiqup’s favour over the Items until all outstanding sums owed to Quiqup are settled. If any amount remains unpaid for 30 days after its due date, Quiqup (or the third-party provider acting on Quiqup’s instruction) may, after giving the Customer 10 days’ written notice, sell or dispose of the Items and apply the proceeds against outstanding amounts (less reasonable costs). Any remaining surplus shall be accounted to the Customer.

5. PAYMENTS

5.1 General
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5.1.1 The Customer agrees to pay Quiqup for the Services in accordance with Services and Fees Schedule, upon receipt of an invoice.

5.1.2 Payments shall be made in AED, unless otherwise agreed in writing, via electronic bank transfer to Quiqup’s designated bank account, or via automatic credit card billing.

5.1.3 Each party shall bear its respective bank charges.

5.2 Invoices

5.2.1 Quiqup shall issue invoices to the Customer on a monthly basis, detailing the charges incurred during the preceding calendar month. These invoices will be sent to the invoicing and email address provided in the Services and Fees Schedule.

5.2.2 Invoices are payable by the Customer within ten days from invoice date (or unless otherwise specified in the Services and Fees Schedule).

5.2.3 Where invoices are to be paid via electronic transfer, the following bank account details should be used:
Account Name: Quiqup Delivery LLC.
‍Bank: RAK Bank
‍Account Number: 0182923174001
‍IBAN: AE840400000182923174001
‍SWIFT CODE: NRAKAEAK
‍Branch: Oud Metha Branch

5.2.4 Any discrepancies or disputes related to an invoice must be reported to Quiqup’s within seven days of receipt. If the Customer does not raise a dispute within this period, the invoice will be considered accepted, undisputed and payable in full by the Customer.

5.2.5 Disputing a charge, group of charges, or an invoice does not exempt the Customer from paying the invoice.

5.2.6 The Customer must always pay the invoice in full, but if the dispute is resolved in the Customer’s favour, Quiqup will issue a credit note applicable to future invoices.

5.2.7 Late payments will incur interest at the rate of 4% per annum, calculated daily from the due date until paid.

5.3 Payments Collected

5.3.1 Quiqup’s liability is limited to collecting and returning the payments entered by customers via the Quiqup platform or pushed to Quiqup via any integrated API’s, for the relevant period.

5.3.2 Quiqup reserves the right to offset any amounts the Customer owes Quiqup against amounts Quiqup owes the Customer. Such adjustments will be clearly detailed in the invoice and credit note sent to the Customer.

5.3.3 Any amounts owed to the Customer will be transferred once a month (or unless otherwise specified in the Services and Fees Schedule) after the Customer provides written confirmation of the amount.

5.4 Cash on Delivery (COD) Handling

5.4.1 If Quiqup collects COD on the Customer’s behalf from End Customers, it does so as agent for the Customer only, and risk of counterfeit, fraud or theft by third parties remains with the Customer except to the extent caused by Quiqup’s proven gross negligence or wilful misconduct.

5.4.2 Collected COD payments will be included in the monthly invoice alongside the fees incurred for that period. Any COD discrepancy must be reported within seven days of the invoice date; otherwise the COD accounting is deemed accepted.

5.4.3 If the COD amount to be transferred in a single payment is less than AED 1,000, a bank charge of AED 15 will apply.

5.4.4 Quiqup may refuse high-denomination notes. Quiqup will accept COD payments up to a maximum of AED 5,000 per order. Quiqup shall only accept cash payments in denominations not exceeding AED 500.

5.5 Taxes

5.5.1 Quiqup is responsible for meeting its tax obligations, including providing all necessary notifications and making required payments under the applicable laws for its products and services.

5.5.2 The Customer is responsible for bearing the cost of VAT payments on the charges provided a valid VAT invoice is issued by Quiqup.

6. SERVICE LEVELS AND PROOF OF FULFILMENT

6.1 Target service levels are set out in the Services and Fees Schedule/SOPs (including receiving time, order cut-offs, on-time dispatch, picking accuracy, and inventory accuracy) and are non-binding targets unless expressly marked “guaranteed.”

6.2 In the absence of manifest error, Quiqup’s WMS records are deemed evidence of receiving, storage, pick/pack and dispatch status, times, and charges. For shipped orders, the carrier tracking status updates evidence handover.

6.3 If inbound shipments arrive without ASN or outside booking windows, waiting time, off-schedule receiving, or rework fees may apply.

6.4 Where End Customer delivery fails, re-delivery, or re-stocking fees apply per Schedule.

7. BOOKINGS AND OPERATIONS

7.1 Inbound receiving requires an advance shipment notice (ASN), packing lists, commercial invoices, and any documents requested by Quiqup, as well as a booked delivery slot via the Quiqup dashboard, API, or booking link. Outbound orders are submitted via the dashboard or plain API.

7.2 Outbound orders must include complete and accurate ship-to details and service offering (e.g., next-day, same day, etc…) and, where applicable, any special handling instructions.

7.3 Orders marked ‘pending with no errors’ by the cut-off times in the Schedule/SOPs will be processed under the applicable workflow detailed in the SOPs.

7.4 While Quiqup will make commercially reasonable efforts to meet the service levels, it does not accept liability for any failure to meet these levels.

7.5 The Customer must notify Quiqup in writing at least 30 days in advance of any marketing campaigns or activities expected to increase the demand for the Services. Failure to do so may result in Quiqup being unable to meet the expected service levels.

7.6 Quiqup has multiple warehouses/facilities across the UAE (either directly or through affiliates or partners) and reserves the right to select/change the location of any Items depending on space availability, product type and service provided.

7.7 Visits to the warehouses are possible with 24 hours’ notice, between 10am-1pm and 4pm-6pm Monday to Friday, excluding public holidays. In case of emergencies, clients are requested to contact their Account Managers.

8. ITEMS AND ITEM COMPLIANCE

8.1 When using the Services to fulfil Items for an End Customer, the contract of sale for the Item is strictly between the Customer and the End Customer, and Quiqup is not a party to that contract.

8.2 Subject to paragraph ‎8.5, Items may not include:

a. Counterfeit goods, illegal items, firearms, weapons, living organisms or animals, medical waste, bullion, precious stones, currency, explosives, ammunition, human remains, ivory, narcotics, or any other prohibited items.

b. Goods classified as hazardous, dangerous, prohibited, or otherwise illegal under applicable laws.

8.2.1 If the Customer fails to disclose that Items constitute dangerous goods or fail to comply with applicable special conditions specified in paragraph ‎8.5, the Items may be isolated, neutralised, or otherwise dealt with by Quiqup or any third party in whose custody they are held, acting at their sole discretion, without liability to the Customer.

8.2.2 Items may only be destroyed or permanently disposed of where they pose an imminent danger to persons, property, or other goods; or where required by any government authority; or where the Customer, having been given at least 48 hours’ written notice to remove or remedy the non-compliance, fails to do so.

8.2.3 Except in cases of immediate emergency or mandatory government intervention, Quiqup shall notify the Customer before any destruction or disposal action is taken and shall obtain the Customer’s acknowledgement.

8.2.4 Quiqup shall document any destruction or disposal undertaken in accordance with this paragraph and provide reasonable evidence to the Customer.

8.2.5 The Customer shall remain liable for all costs, charges, losses, damages, and expenses arising from or connected to any dangerous goods, whether disclosed or undisclosed, and shall indemnify Quiqup for such amounts.

8.3 Quiqup reserves the right, either directly or through a third-party, to inspect any Items if there is a suspicion of a breach of paragraph ‎8.2.

8.4 Quiqup may, at its sole discretion, reject any fulfilment request placed by Customer without providing a reason.

8.5 Dangerous Goods – Special Conditions

8.5.1 Certain categories of Items that would otherwise be restricted or require specialised handling may be accepted by Quiqup only where expressly agreed in writing and subject to the conditions set out in the applicable Services and Fees Schedule and any operational requirements specified in the SOPs.

‍8.5.2 The Customer must comply at all times with all special conditions applicable to such Items, including packaging, labelling, documentation, regulatory requirements, storage or handling standards, and any additional Fees.

8.5.3 If the Customer fails to comply with the relevant special conditions, Quiqup may suspend handling of the affected Items, isolate them, return them to the Customer, or take any other reasonable action required to ensure safety, compliance, or operational integrity.

8.5.4 Acceptance of any such Items by Quiqup or its approved third-party providers does not waive or diminish the Customer’s obligations under this Contract, nor does it obligate Quiqup to accept similar Items in the future.

‍8.6 Packaging Standards

8.6.1 The Customer is responsible for ensuring inbound Items are properly packaged (i.e. inbound packaging) to survive transport and warehouse handling. Quiqup is responsible for outbound packing in accordance with agreed SOPs and/or the Services and Fees Schedule.

8.6.2 Quiqup is not liable for damage caused by improper or inadequate inbound packaging, inherent vice, or latent defects.

8.6.3 Fragile, perishable, or high-value Items must be clearly marked and fit-for-purpose packaged. Quiqup will not be held responsible for any damage to delicate or fragile goods transported.

8.7 Weight, Dimensions & Handling Limits

8.7.1 Items must not exceed the weight and dimension thresholds specified in the Services and Fees Schedule. Quiqup will measure/weigh Items and apply charges based on the actual weight of the Items.

8.7.2 Oversized/heavy Items may require special handling and attract surcharges. Quiqup may refuse unsafe loads or Items exceeding stated limits.

8.8 Inventory Holding Limit

8.8.1 The Customer agrees not to maintain more than six months’ worth of Items at the facility of any third-party warehousing or fulfilment provider engaged by Quiqup. For the purposes of this paragraph, Items levels shall be determined by dividing the total number of units stored at the warehouse by the average monthly outbound units over the preceding six months.

8.8.2 If the resulting figure exceeds six, Quiqup may notify the Customer to reduce Items levels within 30 days.

8.8.3 If the Customer fails to reduce Items levels within the notice period, Quiqup (or the approved third-party provider, acting on Quiqup’s instruction) may:

a. apply additional storage Fees as set out in the Services and Fees Schedule or as otherwise reasonably notified; and/or

b. reject inbound shipments until Items levels are brought back within the permitted threshold.

8.8.4 Nothing in this paragraph obligates Quiqup or any third-party provider to provide additional storage capacity beyond that agreed in the Services and Fees Schedule or SOPs.

9. INTELLECTUAL PROPERTY RIGHTS

9.1 Ownership of Intellectual Property

9.1.1 Quiqup (or its licensors) retains full ownership of all intellectual property rights associated with the Services, including but not limited to the Quiqup dashboard, integrated APIs, software, databases, designs, graphics, trademarks, service marks, trade names, content, algorithms, and any related documentation or proprietary information (collectively, the Quiqup IP). No ownership or proprietary rights to the Quiqup IP are transferred to the Customer under these Conditions or otherwise.

9.2 Limited License to Use

9.2.1 Subject to these Conditions, Quiqup grants the Customer a revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free, limited right to use the Quiqup IP strictly for the purpose of accessing and using the Services as intended. This license is granted solely for the Customer’s internal business operations and does not include any right to modify, distribute, exploit, or create derivative works from the Quiqup IP. All rights not expressly granted to the Customer under these Conditions are reserved by Quiqup.

9.3 Restrictions on Use

9.3.1 The Customer agrees and warrants that they will not, under any circumstances:a. copy, reproduce, distribute, publish, transmit, modify, adapt, translate, create derivative works of, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or algorithms of the Quiqup IP or any part thereof, including but not limited to the Quiqup dashboard and integrated APIs.

b. remove, obscure, or alter any copyright, trademark, confidentiality, or other proprietary notices affixed to or contained within the Quiqup IP.

c. use the Quiqup IP for any purpose that is unlawful, harmful, or inconsistent with the intended purpose of the Services.

d. sell, license, sublicense, transfer, assign, lease, rent, or distribute the Quiqup IP or otherwise exploit it for commercial gain beyond the intended use of the Services.
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e. use any automated systems, bots, scraping tools, or similar mechanisms to access or interact with the Quiqup IP, unless expressly authorised by Quiqup in writing.

9.4 Reservation of Rights

9.4.1 All rights, title, and interest in and to the Quiqup IP, including any updates, enhancements, improvements, modifications, or customisations made to the Services, remain exclusively with Quiqup or its licensors. The Customer acknowledges and agrees that any feedback, suggestions, or ideas provided to Quiqup regarding the Services may be used by Quiqup without restriction, compensation, or obligation, and any resulting developments shall be the sole property of Quiqup.
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9.5 Third-Party Intellectual Property

9.5.1 The Services may include software, tools, or other materials owned by third parties (Third-Party Components). The Customer’s use of such Third-Party Components is subject to the terms and conditions provided by the respective third-party licensors. Quiqup disclaims any responsibility for Third-Party Components and makes no representations or warranties regarding their use or performance.

9.6 Indemnification

9.6.1 The Customer agrees to indemnify, defend, and hold harmless Quiqup and its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including legal fees) arising from or related to:

a. the Customer’s breach of this paragraph ‎9;
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b. the unauthorised use, reproduction, or distribution of the Quiqup IP; or

c. any infringement of third-party intellectual property rights caused by the Customer’s use of the Services in violation of these Conditions.

9.7 Termination and Consequences

9.7.1 Upon termination or expiration of the Contract, the Customer’s license to use the Quiqup IP shall immediately cease. The Customer shall promptly discontinue all use of the Quiqup IP. Quiqup reserves the right to take any legal action necessary to enforce this requirement.‍

10. WARRANTIES

10.1 The Customer represents, warrants and undertakes that it shall:

a. not to use the Services for illegal purpose or in a manner that interrupts, damages or impairs the Services;

b. not to use the Services to deliver items that are hazardous, dangerous, illegal, restricted or intended only to harass or abuse other users or third parties (including Quiqup);

c. not to use the Services to transmit any viruses, malicious code, or any material that is infringing, obscene, defamatory, threatening or unlawful or harmful to Quiqup or third parties;

d. keep its account username and password secure at all times and not to disclose them to unauthorised persons or permit unauthorised access to the account; and

e. perform its obligations under these Conditions with due care, skill, and in accordance with industry standards.

10.2 Quiqup warrants that it will provide the Services with reasonable care, skill, and in accordance with industry standards. However, the Services are provided "as-is," and Quiqup disclaims all implied warranties, including fitness for a particular purpose or merchantability, to the fullest extent permitted by law.

11. COMPLAINTS

11.1 Complaints about Quiqup’s Services should be emailed to support.dubai@quiqup.com, including the order reference number if applicable, within the following timelines:
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a. Inbound receiving discrepancies must be raised within two Business Days of receiving report issuance.

b. Outbound fulfilment complaints must be raised within three Business Days of delivery confirmation or seven days of dispatch, whichever occurs first.

11.2 Quiqup will not accept responsibility for any complaints submitted outside these timelines.

12. FORCE MAJEURE

12.1 Except for payment obligations, neither party shall be liable for delays or failures to perform obligations due to events beyond their reasonable control that could not have been avoided with reasonable measures. If such an event persists for more than 90 days, either party may terminate the Contract with immediate written notice.

13. NON-DISCLOSURE & CONFIDENTIALITY

13.1 The receiving party (Disclosee) agrees to keep all proprietary or Confidential Information disclosed by the disclosing party (Discloser) strictly confidential. Such information may only be used as necessary to fulfil obligations under these Conditions or as authorised in writing by the Discloser.

13.2 Notwithstanding paragraph ‎13.1, the Disclosee may disclose the Confidential Information as required by law. Quiqup may share information with third parties as necessary to perform its obligations under these Conditions.

13.3 If the Disclosee shares Confidential Information with its employees, directors, contractors or agents, it must ensure these individuals adhere to confidentiality provisions. The Disclosee assumes full responsibility for breaches by such individuals and indemnifies Quiqup for any resulting damages.

13.4 All Confidential Information remains the property of the Discloser. No rights or licenses, express or implied, are granted to the Disclosee concerning the Discloser’s intellectual property. Upon termination or expiration of the Contract, the Disclosee shall cease using the Confidential Information and return or destroy it upon the Discloser’s request, unless required by law to retain it.

13.5 Any retained Confidential Information must be securely stored for compliance purposes only, and all other copies must be destroyed upon the Discloser’s request.

13.6 For the purposes of this paragraph ‎13, Confidential Information means any and all information, whether written, oral, electronic, visual, or in any other form, that:

a. is identified as confidential at the time of disclosure; or

b. is of such a nature that a reasonable person would understand it to be confidential or proprietary, including but not limited to trade secrets, business plans, financial data, technical specifications, customer information, and any other information that, if disclosed, could harm the Discloser.

13.7 Confidential Information does not include information that:

a. is or becomes publicly available through no breach of this Contract by the Disclosee;

b. was lawfully known to the Disclosee prior to its disclosure by the Discloser;

c. is disclosed to the Disclosee by a third party lawfully possessing such information without any obligation of confidentiality; or

d. is independently developed by the Disclosee without use of or reference to the Discloser’s Confidential Information.

14. DATA PROTECTION

14.1 Compliance with Data Protection Laws

14.1.1 Each party shall comply with all applicable data-protection and privacy laws in connection with the processing of any personal data under this Contract, including data relating to End Customers (PersonalData).

14.2 Roles of the Parties

14.2.1 The Customer is the data controller of Personal Data shared with Quiqup for the purpose of providing the Services. Quiqup acts as a data processor in respect of such Personal Data and shall process it solely in accordance with the Customer’s documented instructions and this Contract.

14.3 Sub-Processors (Including Third-Party Warehousing Providers)

14.3.1 The Customer authorises Quiqup to appoint third-party warehousing and fulfilment providers, technology providers, and other service partners as sub-processors to enable performance of the Services. Quiqup shall ensure that any such sub-processors are subject to written obligations no less protective than those set out in this paragraph ‎14.

14.4 Processing Obligations

14.4.1 Quiqup shall:
a. process Personal Data only as necessary to perform the Services or as required by law;

b. implement appropriate technical and organisational measures to protect Personal Data against unauthorised or unlawful processing, accidental loss, destruction, or damage;

c. ensure personnel and sub-processors are subject to confidentiality obligations;

d. assist the Customer, where reasonably required, in responding to data-subject requests and regulatory inquiries relating to Personal Data processed under this Contract;

e. notify the Customer without undue delay upon becoming aware of any actual or suspected personal-data breach affecting Personal Data; and

f. securely delete or return Personal Data at the Customer’s direction upon termination or expiry of the Contract, unless retention is required by applicable law.

14.5 Customer Responsibilities

14.5.1 The Customer warrants that:
a. it has provided all required notices and obtained all necessary consents or lawful bases for Quiqup to process Personal Data in connection with the Services (especially the personal data of the any End Customers);

b. all Personal Data provided to Quiqup is accurate and limited to what is necessary for the fulfilment and delivery of Items; and

c. it shall not provide Quiqup with any special categories of personal data or other data that is unnecessary or inappropriate for the provision of the Services.

14.6 Data Retention

14.6.1 Quiqup may retain Personal Data for the duration of the Contract and thereafter as required for legal, regulatory, audit, accounting, insurance, or operational purposes, or in accordance with its internal retention policies. Personal Data no longer required will be securely deleted or anonymised.

14.7 Data Subject Requests

14.7.1 Quiqup shall provide reasonable assistance to the Customer, at the Customer’s cost, in responding to data subject access requests or regulatory inquiries relating to Personal Data processed in connection with the Services, except where such requests relate to data processed by Third-Party Carriers under their own legal obligations.

15. LIABILITY

15.1 Risk and Bailment

15.1.1 The Customer acknowledges that Items are stored and handled by approved third-party warehousing and fulfilment providers engaged by Quiqup. Such third-party providers hold the Items as bailees on behalf of the Customer. Title and risk in the Items remain with the Customer at all times.

15.1.2 Quiqup does not take physical possession of the Items, save for performing any last-mile deliveries. Quiqup’s responsibility is limited to exercising reasonable care and skill in selecting, coordinating, and managing such third-party providers in connection with the Services. While Items are in Quiqup’s physical custody during the performance of any last-mile deliveries, Quiqup holds the Items as a bailee and shall exercise reasonable care consistent with industry standards.

15.2 Customer Insurance

15.2.1 The Customer is responsible for maintaining all-risk insurance adequate for the nature and value of Items, including storage and transit by third-party carriers, theft, and consequential loss.

15.2.2 The Customer must provide proof of such insurance within 14 days of a written request from Quiqup.

15.3 Liability Cap

15.3.1 Quiqup’s liability for loss of or damage to Items arising out of or in connection with the Services shall be limited as follows:

a. Fulfilment Services: in respect of any single Item, Quiqup’s liability shall not exceed AED 100 per Item (unless otherwise specified in the Services and Fees Schedule);

b. Last-Mile / Delivery Services: in respect of any single order, Quiqup’s liability shall not exceed AED 100 per order (unless otherwise specified in the Services and Fees Schedule).

15.3.2 In all cases, Quiqup’s liability shall be further limited to the lower of:

a. the applicable cap set out in paragraph ‎‎15.3.1; or

b. the CIF value of the affected Item(s) (being the cost of goods at source, freight, and customs duties, where applicable), as reasonably evidenced by the Customer.

15.3.3 Without prejudice to paragraphs ‎‎15.3.1 and ‎15.3.2, Quiqup’s total aggregate liability arising out of or in connection with this Contract (whether in contract, tort, statute or otherwise) shall not exceed the total Fees paid or payable in the two months preceding the event giving rise to liability.

15.4 Exclusion of Indirect Loss
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15.4.1 Neither party is liable for any loss of profit, revenue, goodwill, business interruption, or any indirect, special, or consequential loss or damage.

15.5 Exclusions

15.5.1 Quiqup is not liable for loss or damage arising from:

a. inbound non-compliance (no ASN, wrong labels, concealed damage);

b. inadequate or improper packaging;

c. inherent vice, latent defect or perishability;

d. address errors or carrier or third-party actions outside Quiqup control;

e. End Customer error, refusal or unavailability;

f. Force Majeure;

g. electronic or magnetic damage to data or images; or

h. Items prohibited by paragraph ‎8.2.

15.6 Claims and Time-Bar

15.6.1 Claims for loss, shortage or damage on inbound: notify within two Business Days of receiving report.

15.6.2 Claims for outbound loss or damage: notify within seven Business Days of carrier delivery/first delivery attempt and no later than 30 days from dispatch.

15.6.3 Quiqup may require supporting documents (invoice, photos, packaging, POF).

15.7 Mitigation and Set-Off

15.7.1 Each party shall mitigate its losses. Quiqup may set off any sums owed by the Customer against amounts otherwise payable by Quiqup to the Customer.

15.8 Mandatory Law

15.8.1 Nothing excludes liability that cannot be excluded under applicable law, or for death or personal injury caused by negligence or fraud.

15.9 Shrinkage allowance

15.9.1 A reasonable shrinkage allowance of up to 0.5% of total Items handled (defined as: total Items inbounded + total Items outbounded during the period) shall not give rise to claims, reflecting industry-standard inventory variance.

15.9.2 Calculation of and settlement for shrinkage shall be completed at the end of each agreement year if cargo inventory is sufficiently low to permit shrinkage calculation.The Customer shall not be obligated to pay the Service Provider for any unused shrinkage credit allowance.

15.9.3 If the Customer requests an inventory calculation at any time when storage is not empty, the Customer will be responsible for any related costs unless the inventory calculation is necessary due to breach of inventory accuracy standards as specified in the Services and Fees Schedule/SOPs. If the Customer requests that cargo not be emptied into storage until an inventory calculation is completed, any resulting demurrage costs shall be borne by the Customer.
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15.9.4 Shrinkage tolerances do not apply to: identified theft, documented incident losses (fire, damage), inbound receiving discrepancies, unauthorised disposals, or high-value items designated by the Customer as zero-tolerance.‍

16. TERM AND TERMINATION

16.1 Commencement

16.1.1 This Contract shall commence on the earlier of:

a. the date of signing of the Services and Fees Schedule/ SOPs; or 

b. the date the Customer begins using Quiqup’s Services.

16.1.2 The Contract shall remain in effect from commencement indefinitely, unless terminated earlier in accordance with these Conditions (the Term).

16.2 Suspension or Termination by Quiqup

16.2.1 Quiqup reserves the right to suspend, restrict, or terminate the Customer’s access to the Services at any time without prior notice if it has reasonable grounds to believe the Customer has breached any of its obligations set out in the Contract. Quiqup shall not be liable for any non-performance of the Services, loss, damage or inconvenience suffered as a result of such suspension, restriction or termination.

16.3 Preservation of Rights

16.3.1 Any suspension, restriction or termination of the Customer’s access to the Services will not prejudice the accrued rights and remedies which either party may have accrued prior to the date of suspension, restriction or termination. Quiqup retains the right to pursue additional legal action against the Customer, where applicable.

16.4 Termination by Either Party

16.4.1 Either party may terminate this Contract upon 30 days’ written notice to the other party, effective at the end of the next Quiqup billing cycle. Following such termination, Quiqup reserves the right close the Customer’s account.
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16.5 Survival of Payment Obligations

16.5.1 All outstanding payment obligations arising under these conditions shall survive termination or expiration of this Contract.

16.6 Inventory disposition on termination

16.6.1 Upon termination, the Customer shall, within 30 days, arrange removal or alternative disposition of Items at its cost. Storage and handling Fees continue to apply until removal. If Items remain after 60 days, Quiqup may, after 10 days’ written notice, dispose of the Items and apply proceeds against sums owed, accounting for any surplus.

17. NON-SOLICITATION OF PERSONNEL

17.1 During the term and for 12 months thereafter, the Customer shall not, directly or indirectly, solicit for employment any Quiqup contractor or employee materially involved in the Services. If breached, a one-time fee equal to three months’ gross compensation of the individual is payable as liquidated damages. The parties agree that that is reasonable and fair compensation for the breach of this provision.

18. TECHNICAL LIMITATION

18.1 Network Dependencies

18.1.1 The Customer acknowledges that access to the Services depends on third party communications networks and facilities outside Quiqup’s control. Such network and facilities may be subject to limitation, delays, or other disruption that may affect the performance of the services.

18.2 No Warranty of Uninterrupted Service

18.2.1 Quiqup does not guarantee that the Services will be uninterrupted or error free. While Quiqup will endeavour to provide a consistent and reliable service, it shall not be held liable for any loss or damage arising from interruptions, delays, or data transfer errors during the use of the Services.‍

19. CONTACT INFORMATION

19.1 For general inquiries, please email support.dubai@quiqup.com.

19.2 For finance related queries, please contact dubaifinance@quiqup.com.

19.3 For legal queries and notices, please contact legal@quiqup.com.

20. PUBLICITY

20.1 Without the Customer’s consent, Quiqup may display the Customer’s name and logo in client lists and case studies relating to the Services.

21. GENERAL LEGAL TERMS

21.1 Notices to Quiqup

21.1.1 All notices served on Quiqup by the Customer shall delivered in writing via email to the address listed in paragraph ‎19.3 unless otherwise agreed in writing.

21.2 Notices to the Customer

21.2.1 All notices served on the Customer by Quiqup will be delivered in writing via email to the addresses listed in the Services and Fees Schedule/ SOPs unless otherwise agreed in writing.

21.3 Assignment and Subcontracting

21.3.1 Quiqup may assign, sub-contract, or transfer any or all of its rights and/or obligations under these Conditions without prior notice.

21.3.2 The Customer may not assign, sub-contract, or transfer its rights or obligations under these Conditions without prior written consent from Quiqup.

21.4 Variation and Waiver

21.4.1 No variation or waiver of any provision of these Conditions shall be valid unless agreed in writing and signed by the party to be bound. A waiver of any breach of these Conditions shall not constitute a waiver of any other breach.

21.5 Severability

21.5.1 If any provision of these Conditions is found to be invalid, unlawful, or unenforceable by a court or competent authority, such provision shall be severed, and the remaining provisions shall remain valid and enforceable.
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21.6 Entire Agreement

21.6.1 The Contract constitutes the entire agreement between the parties concerning its subject matter and supersede all previous agreements, understandings, representations, whether written or oral.

21.6.2 In case of any discrepancy between these Conditions and the Services and Fees Schedule/SOPs, the latter shall prevail.

21.7 No Reliance on Representations

21.7.1 Each party acknowledges and agrees that it has not relied on any promise, assurance, statement, or representation not expressly set out in this Contract and its sole remedy shall be for breach of contract.
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21.8 Governing Law and Jurisdiction

21.8.1 The Contract including its formation, interpretation, performance, and enforcement, shall be governed by and construed in accordance with the laws of Dubai, United Arab Emirates.

21.9 Dispute Resolution

21.9.1 Any disputes, controversies, or claims arising out of, or in connection with, the Contract, including its validity, interpretation, breach, termination, or enforcement, shall be referred to and exclusively resolved by the courts of Dubai (excluding the DIFC Courts).‍