Please read these terms and conditions carefully.
Ignyte Platforms Ltd is a Private Company established in the Dubai International Financial Centre (“Ignyte”).
Ignyte owns and operates the Ignyte platform at leapbydifc.com (or any successor site) and its related sub-domains, sites, online or mobile applications, services and tools ("Platform").
These terms and conditions ("Provider Terms"), the Ignyte Website Terms of Use and Privacy Policy (available on the Platform and as amended from time to time) (collectively the “Terms”) cover details about the aspects of the Platform relevant to you, as a DIFC-registered or third-party service provider (“you”, “your” or “Provider/s”).
By accessing, using, or registering on the Platform, you confirm that you have read, understood and agree to these Terms. If you do not agree with the Terms in their entirety, please do not use this Platform.
We may amend these Terms at any time by posting an updated version. We encourage you to check the Terms regularly for any amendments to it. Your continued use of the Platform will constitute your express consent to these Terms. We will make all reasonable efforts to notify you of any material changes.
1. OUR ROLE
1.1 We will provide you with access to the Platform as a user interface, to connect and facilitate the selling of services, and any goods incidental thereto, offered by you, and as approved and permitted on the Platform by Ignyte acting in its sole discretion (“Services”), including packages of Services, directly to DIFC registered entities and other third parties (“Buyers”).
1.2 We provide the Platform to enable you to offer your Services to Buyers. You may only sell those Services you have the legal right to sell, and must do so consistent with the terms and conditions of these Provider Terms. All transactions with Buyers are between you and the Buyer, and you will be the Provider of record. We are not a party to any transactions and are in no way responsible for the acts or omissions of Buyers. You acknowledge and agree that we may contract with third party service providers to provide the Platform.
2. REGISTRATION AND USE OF THE PLATFORM
2.1 To register as a Provider on the Platform, you must create an account with us (“Account”).
2.2 To create an Account and complete your registration on the Platform as a Provider, you must be a registered and licensed entity, and provide all the necessary KYC/corporate documents, which includes, but is not limited to, company name, commercial license number(s), certificate of incorporation, Articles of Association or equivalent constitutional documentation, manager identification documents and his/her authorisation, Account holder’s name, Emirates ID number or passport copy, email address, phone number, and bank account details or any other document that may be reasonably requested (collectively the “Qualifications”). Registration is limited to one Account per Provider. You will use only the company name you are authorised to use as displayed in your commercial trade licence.
2.3 Your user name should not contain (non-exhaustive list):
(a) any information that violates any applicable laws and regulations;
(b) obscene, insulting, discriminatory or aggressive words;
(c) information like email address, website, phone number;
(d) third-party brand names;
(e) celebrity names;
(f) misleading words; and
(g) any information or words that would infringe on the rights of others, including infringement of copyright or trademark.
2.4 You authorise us to verify the Qualifications provided by you, including any updated information, to obtain credit reports and/or credit authorisations from the issuer of your credit card from time to time. You may only begin using the Platform after we complete all the necessary verifications, which takes up to 3 working days.
2.5 By registering an Account, you warrant that the details you provide to us are correct and complete and you agree that you will inform us immediately of any changes to those details. Your application for registration must otherwise be acceptable to us in our absolute discretion.
2.6 Any Provider Account closed due to serious violations may not be re-registered.
2.7 You are responsible for all of your costs and expenses in connection with these Terms.
2.8 Any payments to you by us will be remitted to your bank account, which details you shall provide to us upon our request, through a banking network or by other means specified by us.
2.9 You may only use the Platform for lawful purposes and you may not use it in a way that infringes the rights of anyone else or that restricts or inhibits anyone else's enjoyment of the Platform. You must comply with the Code of Conduct.
2.10 Without limiting the generality of clause 2.10, when accessing the Platform, or using its services, you must not:
(a) post or transmit false, inaccurate, misleading, defamatory, or libelous content (including but not limited to during the registration process);
(b) violate any laws, regulations, third party rights or our policies, such as third party's intellectual property rights;
(c) undermine the feedback or ratings systems;
(d) transfer your Account (including your username and password) to another party without prior written consent from us;
(e) distribute spam, bulk electronic communications, chain letters, or pyramid schemes on the Platform;
(f) distribute viruses or any other technologies that may harm us and the Platform, or the interests or property of other users; or
(g) otherwise incur any liability to us or the Platform.
2.11 You may not copy, modify, distribute, sell, or lease any part of the Platform. You may not reverse engineer or attempt to extract the source code of the Platform. You may only access the Platform through the interfaces that we provide for that purpose (for example, you may not "scrape" the Platform through automated means or "frame" any part of the Platform), and you may not interfere or attempt to disrupt the Platform.
2.12 You may not attempt to gain unauthorized access to any portion or feature of the Platform, or any other systems or networks connected to the Platform, or to any of the services offered on or through the Platform, by hacking, password "mining" or any other illegitimate means.
2.13 You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Platform or our systems or networks, or any systems or networks connected to the Platform or to us.
2.14 You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Platform or any transaction being conducted on Platform or with any other person's use of the Platform.
2.15 You agree that via the Platform we may collect, aggregate and analyse Provider data and activity on the Platform and in relation to the Services in order to monitor your performance, manage our relationship with you and for purposes otherwise set out in our Privacy Policy.
3. YOUR SERVICES LISTINGS
3.1 You will provide accurate and complete information for each Service that you offer on the Platform, and promptly update that information as necessary to ensure it, at all times, remains accurate and complete (“Service Description”). This includes the following:
(a) description, including, as applicable, availability and options, and Service cancellation policies;
(b) categories within each Service category;
(c) price;
(d) term of Services;
(e) any text, disclaimers, warnings, notices, labels, warranties, or other content required by applicable laws to be displayed in connection with the offer, advertising, or sale of your Services; and
(f) any other information reasonably requested by us.
3.2 You will also ensure that the Service Description, your Services, your offer and subsequent sale of any of the same via the Platform comply with all applicable laws.
3.3 If your Services require a warning under any applicable laws, you will provide us with such warning, and agree to display it on the Service Description listing page.
3.4 We will enable you to list and promote your Services on the Platform in accordance with this Agreement. We may use mechanisms that rate, or allow Buyers to rate, your Services and your performance as a Provider, and we may make these ratings and feedback publicly available.
3.5 Services ratings are important because they help to inform other Buyers’ purchases. We make commercially reasonable efforts to help ensure that the Services ratings are authentic and, where applicable, written by genuine Buyers. Whilst we take reasonable and proportionate steps to ensure that ratings are authentic, we cannot completely rule out the chance that false reviews may be submitted or generated. We may publish any ratings as long as they are relevant and appropriate and may reject any ratings which don’t comply with our requirements.
3.6 We, in our sole discretion, may prohibit you or ask you to refrain from listing any Services or providing any Service Description on the Platform. In addition, we may, in our sole discretion, without notice to you, remove your access, listings or any Service Description from the Platform. Reasons for removing or restricting your access or listings from the Platform may include, but are not limited to, notices of alleged copyright infringement, trademark misappropriation, other Intellectual Property Right claims or breach of this Agreement. If we request that you modify or remove any Services or Service Description on the Platform, you will make commercially reasonable efforts to modify or remove the Services or Service Description within 24 hours of such request so that the Services and related Service Description no longer appear on the Platform.
4. ORDERS
4.1 All transactions with Buyers are between you and the Buyer, and you will be the Provider of record. Buyers will be redirected to your website via the Platform in order to place orders (“Orders”) with you.
4.2 You will, at your own expense, be solely responsible for, and bear all liability for, the fulfilment of the Order/s and the provision of the Services.
4.3 If your Services require shipping and delivery of products, you will determine the shipping and delivery charges for the products required by Buyers as part of the Services sold through the Platform. You will provide us with the shipping, handling and any other charges for each Service, separate from the purchase price.
4.4 You agree to:
(a) offer, sell and fulfil your Services, in accordance with the terms of the applicable Order information, these Provider Terms, and all terms provided by us and displayed on the Platform at the time of the Order, and be solely responsible for and bear all risk for those activities;
(b) provide us the relevant information regarding fulfilment and Order status in each case, as requested by us, and we may make any of this information publicly available; and
(c) identify yourself as the original and authorised seller of each of your Services on all information included or provided in connection with your Services.
4.5 You will bear all other risk of fraud or loss and all costs related to an Order.
4.6 You are responsible for any non-performance, non-delivery, or other act or omission in connection with the fulfilment of your Services.
4.7 You are responsible for processing all Buyer cancellations, returns, refunds and/or Service price adjustments. You will stop and/or cancel any Order if requested by us.
4.8 The contract formed in respect of any Order is between you and the Buyer directly. We are not responsible for any contractual dispute between you and the Buyer.
5. CUSTOMER SERVICE, DATA PROTECTION AND INFORMATION SECURITY
5.1 You will be responsible for all customer service in relation to Buyers’ Orders of your Services. In performing such customer service, you will always represent yourself as a separate entity from us. You will not disparage us or the Platform when performing customer service obligations or any other obligation under these Provider Terms. If you monitor or record customer service calls, you must give notice of such monitoring or recording to all Buyers during each such call, prior to providing any customer service.
5.2 Subject to any cooling-off period (or equivalent) under applicable laws and the applicable Provider terms and conditions in respect of the Services, we reserve the right to provide a customer service adjustment (not to exceed the total amount paid by such Buyer in connection with the Services, including without limitation, taxes) to a Buyer that we reasonably determine has not been dealt with correctly by your customer service, whether in respect of refunds, returns or otherwise, and offset such amounts against amounts otherwise owed to you or by billing you and/or to take such steps as we consider to be appropriate to ensure the performance of the Services or any element of the Services to the standards required by these Provider Terms.
5.3 In your provision of the Services, you will comply with all laws, rules, regulations and regulatory guidance relating to the processing, privacy and/or use of personal data, including the DIFC Data Protection Law and DIFC Data Protection Regulations, together with laws implementing or supplementing any such laws in the DIFC (“Applicable Data Protection Legislation”). Ignyte acts as an independent controller of any Buyer Data that is personal data collected via the Platform, to the extent the processing of such Buyer Data is required by us to operate, provide, and improve the Platform. You are an independent controller of the Buyer Data that is personal data you process to fulfill Orders, provide associated services to Buyers, or comply with applicable laws.
5.4 You are responsible for preserving the integrity of all data owned by or relating to a Buyer (including any personal data under Applicable Data Protection Legislation) that is disclosed and/or processed pursuant to the Services (“Buyer Data”), including preventing unauthorised access to and the corruption, loss, theft, alteration or degradation of such data, in your possession or control.
5.5 You must (and must procure that your personnel) process Buyer Data only to the extent and in such manner as is necessary for you to comply with your obligations in respect of the Services and as is permitted by applicable laws.
5.6 You guarantee that you have appropriate technical and organisational security measures against the risks of unlawful or unauthorised processing of Buyer Data and against the risks of accidental loss or destruction of, or damage to, such data.
5.7 Transfers of Personal Data from within the DIFC to an data importer outside of the DIFC must comply with the approved standard contractual clauses described in Regulations 5 of the DIFC Data Protection Regulations and available at this link, which set out safeguards for such transfers.
5.8 In no circumstances will Ignyte have any liability to you under or in connection with the Services for loss or corruption of Buyer Data arising as a result of the malicious acts of third parties.
6. COMPENSATION AND COMISSION
6.1 The listing of your Services on the Platform will be provided to you without charge or payment to us for an initial period of six (6) months (the “Initial Period”). The Initial Period may be extended at our sole discretion.
6.2 Prior to the expiry of the Initial Period, the parties shall endeavour to agree in writing the commission rates and payment terms for continued access to and the listing of your Services on the Platform. If no agreement is reached by the end of the Initial Period, Ignyte may without notice to you, remove your access, listings or any Service Description from the Platform.
6.3 Once a Buyer has procured and purchased a Service, you agree to ensure that any future transaction with such Buyer in relation to any Service (even if not initiated or completed via the Platform) is undertaken through the Platform in accordance with these Provider Terms. You agree to provide us with full access to your website/s (and your related infrastructure, systems and/or servers) at all reasonable times for purposes of us monitoring and ascertaining your compliance with such ongoing obligation, subject to your access, security and/or health and safety policies. You further agree to co-operate with and provide to us, at our request, such information and/or documentation relating to any future transaction with or Service purchased by a Buyer as is necessary to enable us to confirm your compliance with such ongoing obligation.
6.4 You further agree that the rates offered to Buyers in respect of the Services via the Platform will never be higher than those offered by you or available via any other channel or on any other basis for the same Services. If any Buyer is offered or pays lower rates for the Services than those offered via the Platform, then the rates indicated on the Platform in respect of such Services will be reduced by you as soon as reasonably possible to reflect the lowest rates offered or available.
6.5 As between you and Ignyte, you will be responsible for the collection, reporting, and payment of any and all value added, sales, use, excise, import, export and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with the Services offered on the Platform (“Taxes”) except to the extent that (i) Ignyte automatically calculates, collects, or remits Taxes on your behalf according to applicable laws; or (ii) Ignyte expressly agrees to receive Taxes or other transaction-based charges on your behalf in connection with tax calculation services made available by Ignyte and used by you. All fees and payments payable by you to Ignyte under these Provider Terms are exclusive of any applicable taxes, deductions or withholding, and you will be responsible for paying Ignyte any taxes imposed on such fees and any deduction or withholding required on any payment.
7. TERM AND TERMINATION
7.1 The term of your agreement with us under these Provider Terms will start on the date of your completed registration for use of the Platform and continue until terminated by us or you, as provided below.
7.2 You may, at any time, terminate your use of the Platform immediately on notice to us via the Platform. We may terminate your use of the Platform or terminate your agreement with us under these Provider Terms, for convenience, with 30 days’ advance notice.
7.3 We may suspend or terminate your use of the Platform immediately if we determine that
(a) you have materially breached the Provider Terms;
(b) your Account has been, or our controls identify that it may be, used for deceptive or fraudulent, or illegal activity; or
(c) your use of the Platform has harmed, or our controls identify that it might harm, other users or our legitimate interests.
7.4 We will promptly notify you of any such termination or suspension via the Platform, indicating the reason and any options to appeal, except where we have reason to believe that providing this information will hinder the investigation or prevention of deceptive, fraudulent, or illegal activity, or will enable you to circumvent our safeguards.
7.5 On termination of your agreement with us under these Provider Terms, all related rights and obligations under these Provider Terms immediately terminate, except that you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 You grant us a royalty-free, non-exclusive, worldwide right and license for the duration of your original and derivative intellectual property rights to use any and all of Service Descriptions on the Platform, and to sublicense the foregoing rights to us; provided, however, that we will not alter any of your trademarks from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same).
8.2 Unless otherwise expressly stated, all contents of the Platform are copyrights, trademarks, trade dress and/or other intellectual property owned, controlled or licensed by us or one of our affiliates or by third parties who have licensed their materials to us and are protected by the applicable laws.
8.3 We, together with any licensors, expressly reserve all intellectual property rights in all programs, products, processes, technology, content (that is graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code, including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such content) and other materials, which appear on the Platform. Access to the Platform does not confer and will not be considered as conferring upon anyone any license under any of our or any third party’s intellectual property rights. Any use of the Platform, or its contents, including copying or storing it or them in whole or in part, other than for your own personal, non-commercial use, is prohibited without our permission.
9. REPRESENTATIONS AND WARRANTIES
9.1 You represent and warrant that:
(a) you have the requisite power and authority to enter into these Provider Terms and to carry out your obligations as contemplated by these Provider Terms;
(b) you will comply with all applicable laws, statutes and regulations, including, without limitation: (i) anti-bribery, anti-corruption, export control and sanctions laws; (ii) consumer protection laws; (iii) import regulations, including with respect to type approvals; and (iv) customs duties and other applicable taxes;
(c) any financial promotions that you may make through the platform comply with the DFSA’s Financial Promotions regime;
(d) you have all the necessary licenses, permissions, authorisations, proprietary rights, consents and permits in the Services which are listed on your behalf and to sell and promote these Services in the DIFC;
(e) your Services conform to the applicable quality and safety standards in the UAE;
(f) Service descriptions displayed by you on the Platform are correct and accurate;
(g) you own or have the authority to grant the licenses granted to us by you under these Provider Terms and any content you submit and/or Services do not violate the rights of any third party anywhere in the world including, without limitation, any intellectual property rights (whether registered or not); and
(h) your Services are fit for purpose listed on the Platform.
10. INDEMNIFICATION
10.1 You will defend, indemnify, and hold harmless us, our parent company, subsidiaries and affiliates and our and their directors, officers, agents, employee, suppliers, subcontractors or licensors against any third-party claim, loss, damage, settlement, cost, expense, or other liability (including, without limitation, attorneys’ fees) arising from or related to:
(a) your non-compliance with the applicable laws;
(b) your Services, including the offer, sale, fulfilment, refund, cancellation, or adjustments thereof;
(c) any actual or alleged infringement of any intellectual property rights by any of the foregoing, and any personal injury, death, or property damage related thereto;
(d) your taxes and duties or the collection, payment, or failure to collect or pay your taxes or duties, or the failure to meet tax registration obligations or duties; or
(e) actual or alleged breach of any representations you have made.
10.2 If any indemnified claim might adversely affect us, we may, to the extent permitted by applicable laws, voluntarily intervene in the proceedings at our own expense. No party may consent to the entry of any judgment or enter into any settlement of an indemnified claim without the prior written consent of the other party, which may not be unreasonably withheld; except that a party may settle any claim that is exclusively directed at and exclusively affects only that party.
11. LIMITATION OF LIABILITY
11.1 To the extent permitted by law, we (including our affiliates and our and their directors, officers, agents, employee, suppliers, subcontractors or licensors) will have no liability to you or any other person for any claims, liabilities or losses whatsoever (whether direct, indirect, incidental, special, consequential or exemplary) arising from, relating to or connected with the Platform or these Provider Terms (including the entry into, performance or breach of these Provider Terms), regardless of whether such losses are foreseeable or we have been advised of the possibility of such claims, liabilities or losses, and notwithstanding the failure of any agreed or other remedy of its essential purpose.
11.2 Without limiting the generality of clause 11.1, to the extent permitted by applicable laws, we (including our affiliates and our and their directors, officers, agents, employee, suppliers, subcontractors or licensors) are not liable for any damages or losses resulting directly or indirectly from:
(a) your use of or your inability to use the Platform and/or delays or disruptions in the Platform services;
(b) the manner or duration in which your Services listings appear in search results on the Platform;
(c) bugs, errors or inaccuracies of any kind in the Platform, viruses or other malicious software obtained by accessing or linking to the Platform;
(d) the content, actions or inactions of third parties using the Platform; or
(e) a suspension or other action taken by us with respect to your use of the Platform.
11.3 If either of clauses 11.1 or 11.2 is held to be unenforceable or inapplicable for any reason, then the total liability applicable to us, our affiliates and our and their directors, officers, agents, employee, suppliers, subcontractors or licensors, to you, including reasonable legal fees, whether based on an action or claim in contract, negligence or breach of statutory duty or otherwise, arising out of or in relation to these Provider Terms shall be limited to the lower of (a) the amount of fees that you paid to us in the twelve (12) months prior to the action giving rise to the liability; or (b) three hundred Dirhams (AED 300).
11.4 Nothing in these Provider Terms shall limit or exclude a party’s liability:
(a) for fraud, including fraudulent misrepresentation, perpetrated by that party;
(b) for death or personal injury caused by the negligence of that party; or
(c) for any other liability that cannot be limited or excluded under applicable laws.
12. FORCE MAJEURE
12.1 Neither party will be liable for any failure or delay in complying with any obligation under these Provider Terms if:
(a) the failure or delay arises from a force majeure event;
(b) on becoming aware of the force majeure event, either party promptly notifies the other party in writing of the nature of, the expected duration of, the obligations affected by, the steps being taken by that party to mitigate, avoid or remedy, the force majeure event; and
(c) that party uses it best endeavours to:
i. mitigate the effects of the force majeure event on that party’s obligations under this agreement; and
ii. perform that party’s obligations which are not affected by the force majeure event.
12.2 Performance of any obligation affected by a force majeure event will be resumed as soon as practicable after the termination or abatement of the force majeure event.
12.3 We will not be liable for any delay or failure to perform any of our obligations under these Provider Terms by reasons, events or other matters beyond our reasonable control.
13. INSURANCE
13.1 You will, at your own expense, ensure that you maintain adequate insurance in respect of your potential liability for loss or damage under these Terms.
13.2 You will, at our request, promptly provide satisfactory evidence that you have complied with the obligations in clause 13.1.
14. RELATIONSHIP OF THE PARTIES
14.1 Nothing in these Provider Terms will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us.
14.2 You will have no authority to make or accept any offers or representations on our behalf.
14.3 These Provider Terms will not create an exclusive relationship between you and us.
14.4 Nothing expressed or mentioned in or implied from these Provider Terms is intended, or will be construed, to give to any person other than the parties to these Provider Terms any legal or equitable right, remedy, or claim under or in respect to these Provider Terms.
14.5 These Provider Terms and all of the representations, warranties, covenants, conditions, and provisions in these Provider Terms are intended to be and are for the sole and exclusive benefit of the us, you, and the Buyers.
14.6 You will not make any statement, whether on your personal site or otherwise, that would contradict anything in this section.
15. GOVERNING LAW
15.1 These Provider Terms will be governed by the laws of the DIFC. Any dispute regarding these Terms will be subject to the exclusive jurisdiction of the Courts of the DIFC.
