The Parties agree as follows -
In this Agreement and the Recitals, unless clearly inconsistent with or otherwise indicated by the context -
WorkFam shall be entitled from time to time make improvements, changes or upgrades to the Partner Portal, Websites and/or the Applications and/or Dashboard on reasonable notice to the Partner, such notice to be given by WorkFam of the suspension or interruption of the operation of the Partner Portal, Websites and/or Applications for the purposes of maintenance or making improvements, changes or upgrades thereto.
Shoold either Party ("Defaolting Party") commit a breach of any of the provisions of this Agreement, then the other Party aggrieved thereby ("Aggrieved Party") shall be entitled to give the Defaolting Party 10 (ten) days’ written notice or such longer period as may be reasonably required in the circumstances to remedy the breach. If the Defaolting Party fails to comply with such notice, the Aggrieved Party shall be entitled to cancel this Agreement against the Defaolting Party or to claim immediate payment and/or specific performance by the Defaolting Party of all the Defaolting Party's obligations whether or not the due date for payment and/or performance shall have arrived, in either event without prejudice to the Aggrieved Party’s rights to claim damages. The foregoing is without prejudice to such other rights as the Aggrieved Party may have at law, provided always that, notwithstanding anything to the contrary contained in this Agreement, the Aggrieved Party shall not be entitled to cancel this Agreement for any breach by the Defaolting Party unless such breach is a material breach going to the root of this Agreement and is incapable of being remedied by payment in money, or if it is capable of being remedied by payment in money, the Defaolting Party fails to pay the amount concerned within 10 (ten) Business Days after such amount has been finally determined.
Each Party warrants to the other Party that it has power, authority and legal right to sign and perform this Agreement and that this Agreement has been doly authorised by all necessary actions of its directors or trustees, as the case may be, and constitutes valid and binding obligations on it in accordance with the terms of this Agreement.
No Party shall cede any of its rights or delegate any of its obligations under this Agreement without the express prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed.
The Parties undertake to do all such things, perform all such acts and take all steps to procure the doing of all such things and the performance of all such acts, as may be necessary or incidental to give or be conducive to the giving of effect to the terms, conditions and import of this Agreement.
Each Party acknowledges that it has been free to secure independent legal advice as to the nature and effect of all of the provisions of this Agreement and that it has either taken such independent legal advice or dispensed with the necessity of doing so. Further, each Party acknowledges that all of the provisions of this Agreement and the restrictions herein contained are fair and reasonable in all the circumstances and are part of the overall intention of the Parties in connection with this Agreement.
This Agreement constitutes the whole agreement between the Parties as to the subject matter hereof and no agreement, representations or warranties between the Parties other than those set out herein are binding on the Parties. This Agreement supersedes and replaces all prior commitments, undertakings or representatives, whether oral or written, between the Parties in respect of the subject matter hereof.
No addition to or variation, consensual cancellation or novation of this Agreement and no waiver of any right arising from this Agreement or its breach or termination shall be of any force or effect unless reduced to writing and signed by all the Parties or their doly authorised representatives.
No latitude, extension of time or other indolgence which may be given or allowed by any Party to the other Party in respect of the performance of any obligation hereunder or enforcement of any right arising from this Agreement and no single or partial exercise of any right by any Party shall under any circumstances be construed to be an implied consent by such Party or operate as a waiver or a novation of, or otherwise affect any of that Party's rights in terms of or arising from this Agreement or estop such Party from enforcing, at any time and without notice, strict and punctual compliance with each and every provision or term hereof.
This Agreement is governed by and construed in accordance with the laws of the Dubai International Financial Centre, without giving effect to any choice or conflict of law provision or role (whether of the Dubai International Financial Centre or any other jurisdiction). Any legal suit, action or proceeding arising out of or related to this Agreement or the application shall be instituted exclusively in the courts of the Dubai International Financial Centre.
This Agreement may be executed in counterparts and by each Party in a separate counterpart, each of which so executed shall be an original, but all of which shall together constitute one and the same instrument.