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WorkFam has developed the Websites and the Applications for Users to obtain information and marketing materials, and special offers, and to participate in reward and incentive programs in respect of various activities, experiences and services offered by a variety of service providers.
The Partner wishes to offer the Service Offerings to the Users of the Websites and Applications.
WorkFam is prepared to agree to permit the Partner to offer the Service Offerings to the Users of the Websites and Applications upon the terms and subject to the conditions as set forth in this Agreement.
The Parties agree as follows
In this Agreement and the Recitals, unless clearly inconsistent with or otherwise indicated by the context -
"Agreement" means the agreement set out in this document;
"Account" means a designated username and password which enables the User to sign in and utilise
"Applications" means WorkFam’s applications used by the Users to access from time to time in
respect of the Service Offerings;
“Dashboard” means an integrated data tool providing a visual metric of the customer journey, top performing
corporate WorkFams and revenue generated for the Partner in respect of the User.
"Employee/s" means any person who is associated with or employed or engaged with the Organisation,
who has an Account;
"Intellectual Property" means all intellectual property, whether or not registerable, including,
but not limited to, copyright, patents, proprietary material, trademarks, designs, know-how, methods, techniques,
processes, adaptations, ideas, and technical specifications in respect of the Websites, Applications and Accounts;
"Organisation" means any company, firm, association or other entity who signs up with WorkFam
and agrees to the charges and commercial terms of WorkFam for its Employees to be granted an Account by WorkFam,
and for it to be granted access to an organisation portal;
"Organisation Portal" means a portal provided by WorkFam to an Organisation for the Organisation
to monitor and track employee's activities on the Websites and Applications;
"Parties" means WorkFam and the Partner as defined herein and "Party" means either
of them as the context may indicate;
"Partner" means the service provider entering into this agreement that is company duly registered
and incorporated in accordance with the laws of the United Arab Emirates;
“Partner Portal” means a portal provided by WorkFam to the Partner to access and upload its Service Offerings,
to track and monitor Users activities on the Websites and Applications in relation thereto and to track bookings
for the Service Offerings;
“Services” means any support services provided by WorkFam in relation to the Partner Portal and/or Websites
and/or Applications and/or Dashboard;
"Service Offerings" means the services offered by the Partner as set out in Appendix 1 hereto,
and in respect of which appropriate discounts, special offers and rewards will be formulated and agreed from time
to time between the Partner and WorkFam in a manner that will make such Service Offerings attractive to the User;
"Signature Date" means the date of signature of this Agreement by the Party signing last in
"User" means an Organisation or Employee who signs onto the Websites and the Applications using
"Websites" means the website of WorkFam located https://workfam.com, and other websites of
WorkFam to which the Applications direct the User, depending on the User’s interaction with the Applications from
time to time; and
"Workfam" means WorkFam FZ-LLC a Free Zone Limited Liability Company incorporated in the Dubai
Creative Clusters, the free zone established in accordance with Law No. 15 of 2014 concerning the Creative Clusters
in the Emirate of Dubai and having Licence No. 94482.
In this Agreement, unless clearly inconsistent with or otherwise indicated by the context
any reference to the singular (including in the expressions defined in 1.1 ) includes the plural and vice versa,
any reference to natural persons includes legal persons and vice versa and any reference to a gender includes the
any reference to a number of days shall be a reference to calendar days, unless it is specifically stated that such
reference is a reference to Business Days;
where appropriate, meanings ascribed to defined words and expressions in 1.1 , shall impose substantive obligations
on the Parties;
a reference to a recital, clause, sub-clause, paragraph, sub-paragraph, schedule or appendix is, unless indicated
to the contrary, a reference to a recital, clause, sub-clause, paragraph, schedule or appendix of this Agreement;
the clause headings in this Agreement have been inserted for convenience only and shall not be taken into account
in its interpretation; and
where any term is defined within the context of any particular clause or sub-clause, the term so defined shall, unless
it appears clearly from such clause or sub-clause that such term has limited application to the relevant clause
or sub-clause, bear the meaning ascribed to it for all purposes in terms of this Agreement, notwithstanding that
such term has not been defined in 1.1
In the interpretation of this Agreement, no provision of this Agreement shall be construed against or interpreted
to the disadvantage of WorkFam on the basis of it having or being deemed to have structured, drafted or introduced
as a provision of this Agreement.
WorkFam shall provide the Partner with access to the Websites, Applications and Dashboard through the Partner Portal
free of any consideration, for the purpose of:
marketing and offering the Service Offerings to Users through the Websites and Applications, via IOS or Android operating
arranging and confirming bookings by Users to participate in the Service Offerings,
WorkFam shall provide the Partner with access to the Partner Portal and Dashboard for the Partner to upload its Service
Offerings on the Websites, Applications, and Dashboard and to enable the Partner to track the User’s views, visits,
bookings and sales. The Partner expressly acknowledges that in maintaining the accuracy of the Partner Portal,
WorkFam shall rely on the accuracy of the information and data captured by the Partner on the Partner Portal.
The Partner shall be obliged to comply with its obligations in terms of this Agreement as well as all applicable
laws and regulatory requirements with respect to its access and use of the Websites and Applications through the
WorkFam reserves the right to update, modify, restrict access to, or discontinue the Partner Portal, the Websites
and/or Applications or any part thereof at any time within its sole and absolute discretion.
The Partner will provide WorkFam with the necessary logos, marketing material and information pertaining the Service
Offerings from time to time to enable WorkFam to display and to market same on the Websites, Applications and Dashboard.
The Partner shall be responsible for uploading the Service Offerings through the Partner Portal. Workfam shall assist
the Partner in uploading its first Service Offerings.
The Partner may make requests to WorkFam’s administration to upload the Service Offerings and/or edit existing Service
Offerings on the Dashboard, which shall be subject to the approval of such request by WorkFam
To the extent that the Partner does not have a website where the User can book to participate in the Service Offerings,
the Partner shall provide WorkFam with e-mail addresses and/or phone numbers for WorkFam to display on the Websites
and/or Applications and/or Dashboard, or a link to the Partner’s website for Users to use to book to participate
in Service Offerings from the Websites or Applications.
To the extent that the Partner has a website where the User can enquire as to the availability of bookings for Service
Offerings, the Partner will facilitate an integration of their website with the Websites and Applications such
that booking enquiries by Users and confirmations of bookings by the Partner to the User are directed through the
Websites and/or the Applications and/or the Dashboard and are logged through the Partner Portal.
To the extent that the Partner has a website where the User can book to participate in the Service Offerings instantly,
the Partner will facilitate an integration of the Partner's Application Programming Interface (“API”) to the Websites
and/or Applications, including providing WorkFam with open access to its API’s to enable WorkFam to attend to such
integration to facilitate bookings for the Service Offerings directly from the Websites and/or the Applications
and/or the Dashboard.
To ensure optimal benefits from the promotion, marketing and booking of the Service Offerings, the Partner shall
follow all reasonable instructions given by WorkFam from time to time with respect to the use of the Partnership
Portal and compliance with the Partner’s obligations in terms of 3.1.
WorkFam shall rely on the accuracy of the information and data captured by the Partner in respect of the Service
Offerings on the Partner Portal, which in turn will be displayed to Users on the Website and/or Applications.
The Partner shall be obliged to ensure that all information captured in the Partner Portal complies with all applicable
laws and regulations, does not infringe WorkFam’s rights or the rights of any third party, is not unreliable, misleading
or otherwise objectionable and is free of bugs, worms, viruses or other malicious code or software.
WorkFam reserves the right to terminate access to the Partner Portal and/or remove Service Offerings from the Websites,
Applications and Dashboard in the event of a Partner providing false or misleading information in respect of the
Partner or the Service Offerings.
The Partner agrees to update the information pertaining to the Service Offerings from time to time.
The Partner hereby agrees to indemnify, defend and hold harmless WorkFam, its affiliates and their officers, directors,
employees, agents, licensors and suppliers from any and all liabilities, fines, losses, expenses, legal costs and
damages resulting from the provision of information on the Partner Portal or otherwise which is not true, accurate
and correct or arising from the Partner’s failure to update such information as required in terms of 4.4 .
WorkFam grants the Partner a non-exclusive, worldwide, and non-transferable licence to use the Partner Portal, Websites,
Applications and Dashboard strictly in accordance with the provisions of this Agreement.
The Partner shall not be entitled to sublicence, redistribute or resell the Partner Portal or to allow access to
the Partner Portal by any third person(s) under any circumstances.
The Partner agrees not to translate, function map or create derivative works based on the Partner Portal. Websites
and Applications, nor reverse assemble, decompile or reverse engineer any of the Partner Portal and/or Dashboard,
Websites and Applications, whether in whole or in part, or otherwise attempt to utilise any source code in respect
of the Partner Portal, Websites and Applications.
The Partner is entirely responsible for any and all acts and activities in utilizing the Partner Portal, Websites
A Partner may remove the Service Offerings from the Partner Portal, which may be done at any time.
The Partner may terminate the Partner Portal by disabling same, which may be done at any time.
The Partner undertakes to comply with any applicable data protection laws and legislation. Notwithstanding the generality
of the aforegoing, the Partner shall not under any circumstance use, disclose or publish in any manner or form
the identity or any information pertaining to any User to any third party.
The Partner undertakes to immediately notify WorkFam of any known or suspected unauthorized use of the Partner Portal
or any other security breaches in respect of the Partner Portal, the Websites or the Applications. WorkFam shall
not be liable for any acts or omissions on the part of the Partner including damages of any kind arising from any
acts or omissions from the Partner, and hereby indemnifies WorkFam from any and all damages howsoever caused and
howsoever arising from such acts or omissions including all legal costs.
WorkFam cannot and does not guarantee that the Websites and/or Applications and/or the Partner Portal will operate
in accordance with the Partner’s specific requirements or that same will be uninterrupted or error free.
WorkFam shall not be liable for any delay, failure, breakdown, damage, loss, cost, claim, penalty, fine, legal expenses
or expense arising from,
The use of the Partner Portal, Websites and Applications or the Services;
Operator error on the part of the Partner; and/or
fault in hardware, third party software or software supplied to or obtained by the Partner in utilizing the Partner
Portal, Websites and/or Applications; and/or
The intentional or negligent act or omission of any person not being a duly authorised employee, sub-contractor,
or agent of WorkFam, or any third party not authorised to act, and/or
The actions, omissions or service interruptions in respect the application of a utilities provider or third party
service provider, including a telecommunications network service provider.
WorkFam shall not be liable for loss of data, loss of profits or for indirect, incidental, special or consequential
damages arising out of or in connection with:
The performance or use of the Partner Portal, Websites, Applications and Services, and/or
Arising from the Partner’s incorporation or attachment of any program, plug-in or device to the Partner Portal, Websites
and/or Applications; and/or
Changes to the Partner Portal from time to time, and/or
Failure on the part of the Partner to provide a suitable operating environment for the use of the Partner Portal,
Websites and/or Applications by the Users, and/or
Any failure on the part of the Partner to backup any data captured using the Partner Portal, Websites and/or Applications;
Use of Partner Portal, Websites and/or Applications for any purpose other than that for which Partner Portal, Websites
or Applications were designed.
WorkFam shall not be liable or held responsible for any, cancellation of bookings or failure on the part of a User
to effect payment to the Partner in respect of a User’s participation in the Service Offerings.
Use of the Partner Portal, Websites and/or Applications is entirely at the Partner’s own risk and it is understood
and acknowledged by the Partner that no warranties are given by WorkFam with respect to any common law, statutory
or regulatory requirement or obligation to which the Partner may be subject to.
The Partner is entirely responsible for ensuring that all of its safety requirements are met in relation to all of
its Service Offerings and/or activities marketed and displayed via the Partner Portal and/or Websites and/or Applications
and/or Dashboard, and warrants that it shall conduct the necessary health checks and any other relevant compliance
measures necessary to ensure the safe participation of the User in such Service Offerings or activities marketed.
The Partner further agrees to indemnify, defend and hold harmless WorkFam, its affiliates and its officers, directors,
employees, agents, licensors and suppliers from any and all liabilities, fines, losses, expenses, legal costs and
damages resulting from any Service Offerings offering marketed via the Partner Portal and/or Websites and/or Applications
and/or Dashboard (including negligent, unlawful or wrongful conduct) by the Partner.
The Partner hereby indemnifies and holds WorkFam harmless against any claim by a third party arising out of the use
of the Partner Portal, Websites or Applications, The Partner further agrees to indemnify, defend and hold harmless
WorkFam, its affiliates and its officers, directors, employees, agents, licensors and suppliers from any and all
claims from such third parties and all expenses and legal costs relating to such a claim.
WorkFam may from time to time provide hyperlinks to websites not controlled by WorkFam and such links shall not imply
any endorsement, agreement or support for the content of such websites. The Partner acknowledges that WorkFam does
not control or monitor the content of such websites and shall not be liable for the access to, inability to access
or the content available on or through such hyper links.
The Partner acknowledges that it has no rights in and to the Intellectual Property Rights.
Nothing contained in this Agreement shall convey any title or proprietary rights or interest to the Partner in or
to the Intellectual Property.
Should either Party ("Defaulting 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 Defaulting Party
10 (ten) days’ written notice or such longer period as may be reasonably required in the circumstances to remedy
the breach. If the Defaulting Party fails to comply with such notice, the Aggrieved Party shall be entitled to
cancel this Agreement against the Defaulting Party or to claim immediate payment and/or specific performance by
the Defaulting Party of all the Defaulting 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 Defaulting 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 Defaulting 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 duly 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 duly authorised representatives.
The agreements and undertakings of the Parties contained in this Agreement shall each be construed as an agreement
and undertaking independent of any other provision of this Agreement.
The Parties hereby expressly agree that it is not the intention of any Party to violate any public policy, statutory
or common law, and that if any sentence, paragraph, clause or combination of the same is in violation of the law
of South Africa, such sentence, paragraph, clause or combination of the same alone shall be void in the jurisdiction
where it is unlawful, and the remainder of such clause and this Agreement shall remain binding upon the Parties
The Parties further acknowledge that it is their intention that the provisions of this Agreement be binding only
to the extent that they may be lawful under existing applicable laws of the Republic of South Africa, and in the
event that any provision thereof is determined to be overly broad and unenforceable, the Parties hereto agree to
the modification of such provisions to the minimum extent required to make it valid and enforceable.
No latitude, extension of time or other indulgence 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 rule (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.
Save to the extent otherwise provided in this Agreement, each Party shall pay its own cost of negotiating, drafting,
preparing and implementing this Agreement and the appendices to it.
Any costs incurred by a Party successfully enforcing its rights in terms of this Agreement shall be borne by the
unsuccessful Party on the scale as between attorney and client.
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.