This IQ FULFILLMENT SERVICES AGREEMENT (together, if applicable, with the relevant Cover Letter, this “Agreement”) is made and entered into as of the Effective Date by and between: A. IQ Fulfillment General Warehousing LLC, a limited liability company organized and existing under the laws and regulations of UAE, holding license number 815807, and having its principal place of business at P.O. Box No 37184, Haseeb Rasoul Industry, Dubai Investment Park First, Dubai, United Arab Emirates (“IQ”); and B. CLIENT identified in the Cover Letter (or, if no Client is specified in the Cover Letter or elsewhere in the Agreement, or in the case there is no previous or current agreement between the Parties, then the company or individual availing the Services as determined by IQ). IQ and the Client may be referred to collectively herein as the “Parties” and individually as a “Party” (as the case may be and the context may so dictate).

Limited license.

Definitions A. Unless the context otherwise requires, each of the following words and expressions shall have the following meanings: “Additional Services” shall mean any services that are not the Services, including, but not limited to, services availed in any jurisdiction identified other than Territory. If Additional Services are performed without a written agreement in place, then the Parties agree that IQ’s standard terms and conditions shall apply to such Additional Services, including without limitation, standard pricing and standard operating procedures as determined solely by IQ. “Affiliate” shall mean, with respect to each Party, any person, corporation, or other entity Controlled by, Controlling, or under common Control of such Party (as and when applicable). “COD” shall mean “cash on delivery”. “Control” shall mean the power (whether directly or indirectly and whether by the ownership of share capital, the possession of voting power, contract, or otherwise) to appoint and/or remove all or such of the members of the board or other governing body of a person as are able to cast a majority of the votes capable of being cast by the members of that board or body on all, or substantially all, matters, or otherwise to control or have the power to control the policies and affairs of that person or to exercise management Control over the services provided by an entity or individual to IQ by contract. “Cover Letter” shall mean a written document executed between the Parties that identifies, inter alia, details about the Client, a description of the Services being rendered by IQ to the Client, a cost summary (including pricing), IQ’s standard operating procedures, additional terms and conditions, and other information deemed relevant as between the Parties In the event the Client avails any Service without any particulars specified in a Cover Letter (or similar mutually agreed written instrument) between the Parties, the Client acknowledges and agrees that the Client shall be bound by this Agreement and all standard default terms and conditions applicable to the Services in the jurisdiction in which the Service(s) is/are availed, including without limitation any default pricing, weight, payment terms, standard operating procedures, and other standard default terms and conditions (as determined by IQ in its sole discretion). “Customer” shall have the meaning ascribed to such term in the Paragraph (F) of this Section 1 (Definitions). “Dedicated Resource Services” shall mean (when, where, and as applicable) any services, including Services and Additional Services (or any portion thereof), that are designated as “Dedicated Resource Services” by IQ in its sole discretion under this Agreement. Unless otherwise stated herein, a reference to “Services” may or may not include Dedicated Resource Services (as the case may be and the context may so dictate). Standard terms and conditions applicable to Dedicated Resource Services may differ materially from standard terms and conditions applicable to Services generally (as determined by IQ in its sole discretion). “Effective Date” shall mean the date the Services are first commenced by IQ on behalf of the Client (as determined by IQ in its sole discretion). “Import VAT” shall mean (when, where, and as applicable), VAT that is due upon the import of goods in each jurisdiction within the Territory. “Goods” shall mean any shipment of goods or products (which can include, without limitation, any food products, prepared food, FMCG, dangerous goods, non-dangerous goods, etc.) that are sold by the Client to a Customer under a Customer Contract. “Services” shall mean any and all services, including, if applicable, any Dedicated Resource Services, provided by IQ under this Agreement as set forth herein and as (i) provided to the Client or (ii) procured for and on behalf of the Client ((i) or (ii) as provided directly by IQ, its subcontractors, or one of its Affiliates). “Territory” shall mean the United Arab Emirates (and any other jurisdictions and countries specified in the Agreement and elsewhere where the Services are rendered). “VAT” shall mean a general consumption tax that is collected incrementally, based on the value added, at each stage of production or sales. It is a consumer tax where the end users will be paying the desired rate of VAT (as per the laws and regulations applicable in each jurisdiction within the Territory).

B. References to a “Party” or the “Parties” shall include each Party’s respective successors in title, permitted assignees, estates, and legal personal representatives. C. Titles of sections and clauses in this Agreement are used for information purposes only. Such headings shall not form part of the operative provisions of this Agreement. D. Unless the context otherwise requires, words denoting the singular shall include the plural and vice versa, words denoting any gender shall include all genders and words denoting persons shall include bodies corporate and unincorporated, associations, partnerships and individuals. Unless otherwise indicated, any references to “days” shall mean calendar days, and days and times shall be relative to the jurisdiction within the Territory in which IQ is carrying out the Services.

Permitted use.

Obligations of the Client A. The Client understands, acknowledges, and agrees that, with respect to Services provided by IQ to the Client involving the delivery of Goods by IQ to the Client’s customer (each a “Customer” and collectively, the “Customers”), the underlying contract between the Client and each such Customer (the “Customer Contract”) is solely and exclusively negotiated and executed directly between the Client and each Customer, including without limitation any charges assessed by the Client for shipping, handling, insurance, taxes, and similar charges, fees, and expenses. IQ is not a party to any such Customer Contract with the Client or any Customer, and IQ’s only contractual privity is directly with the Client for Services. It is the Client’s sole and exclusive responsibility to collect any taxes, expenses, insurance premiums, and/or other fees related to the sale of Goods to a Customer under the Customer Contract. Any express or implied warranties directly or indirectly related to any Goods are exclusively made between the Client and each of its Customer. B. As part of this Agreement, the Client shall be required to supply any information reasonably requested and/or required by IQ for the purposes of allowing IQ to perform its obligations under this Agreement. It is the Client’s sole responsibility to ensure that any such information provided to IQ is accurate, proper, and in compliance with all applicable laws and regulations, including without limitation any applicable data privacy laws, regulations, and corporate policies applicable to the Client, IQ, and/or the Client’s Customers. Should the Client fail to provide IQ with such information, and any other information required by IQ to perform the Services, IQ shall not be held responsible for any liability or other expense arising from such action, and the Client shall indemnify IQ for any liability or expense incurred (including attorney’s fees and expenses) resulting therefrom. C. The Client is responsible for insuring all Goods in transit until the Goods are transferred to the Customer under the terms and conditions of the Client Contract (and as determined by IQ in its sole discretion). If applicable, the Client is further responsible for insuring all Goods collected from the Customer to be returned under the terms and conditions of the Client Contract. The Client is also responsible for insuring any COD proceeds in transit that have been collected by IQ on behalf of the Client until such COD proceeds have been transferred to the Client under the terms and conditions of the Client Contract (and as determined by IQ in its sole discretion). In the event of damage, theft, or loss of any Goods/COD proceeds in the context of a delivery by IQ, such Goods/COD proceeds shall be reported to the Client immediately in writing. All claims for damage or loss of Goods must be submitted to IQ within three (3) days from the date that the Client’s Customer accepts the shipment; otherwise, IQ shall not be liable or responsible for any such damage or loss to Goods. Claims are subject to all terms and conditions set forth in this Agreement and are limited to one (1) claim per shipment of Goods, settlement of which will be full and final settlement for all loss or damage in connection therewith.  D. The Client agrees to provide any constitutional documents (or other relevant information such as audited financials) following demand by IQ in connection with any know your client (“KYC”) and anti-money laundering (“AML”) obligations. Any failure, or perceived failure, by the Client to adhere to KYC and AML laws and regulations applicable to this Agreement shall constitute a material breach giving rise to IQ’s immediate termination rights without prejudice to IQ’s further rights and remedies under this Agreement or by law. In addition, IQ shall have the right to withhold any COD proceeds in full unless and until the Client complies with all laws and regulations applicable to the Client, including without limitation any KYC and AML obligations (including without limitation constitutional documents, passport copies/utility bills of directors (or similar officers), audited financials, etc.). IQ shall have the right to transfer, freeze, or otherwise move COD proceeds and/or Goods that become the subject of any law enforcement or government instrumentality investigation, or in response to any court order.

Provision of Services;

Handling of Illegal and Abandoned Goods A. IQ’s service offerings include, but are not limited to, the following: warehouse-to-warehouse management; order management; customer care and scheduling; delivery to end-customers; feedback management; limited payment collection agent; and return management. Specific Services, Dedicated Resource Services, and Additional Services agreed to between the Parties shall be set forth in the Cover Letter and any subsequent amendments thereto. The Client may, but is not obligated to, select one (1) or more of IQ’s Service offerings. B. For the absolute avoidance of doubt, if no written document has been agreed to between the Client and IQ prior to the Effective Date, then IQ shall reasonably determine what Services are considered Services, Dedicated Resource Services, and Additional Services in its sole discretion. Moreover, a Cover Letter is not necessary in order for IQ to provide Services to any Client written instrument between the Parties, means that the Client shall be bound by IQ’s standard default terms and conditions, including without limitation any terms and conditions related to pricing, payment terms, and any other relevant standard terms and conditions (as determined solely by IQ). If IQ commences Services and the Parties have not agreed to any additional terms and conditions prior to the Effective Date, then IQ’s standard terms and conditions shall apply to all aspects of the Services as determined by IQ in its sole discretion. C. Services shall be provided in each jurisdiction that is a part of the Territory. The Parties may, by mutual written agreement, revise the scope of the Territory from time to time, which may require corresponding revisions to this Agreement, including without limitation, with respect to pricing. D. Services by IQ under this Agreement shall be provided in accordance with IQ’s standard operating procedures and IQ’s Privacy Policy (as such Privacy Policy is set forth on IQ’s website at www.IQ.us). IQ reserves the right to amend its standard operating procedures, these terms and conditions, and the Privacy Policy from time to time at its sole, reasonable discretion. For more information, please contact your IQ-appointed account manager. IQ reserves the right, in its sole discretion, to refuse the provision of Services in the event the provision of Services is deemed impossible, dangerous, or otherwise commercially or practically unreasonable. E. IQ has the right to open and inspect any and all Goods without notice to the Client or any Customer for safety, security, customs, or other regulatory reasons. Goods cannot be delivered to a post office box or postal codes. Unless otherwise agreed to with the Client, Goods are delivered to the Customer’s address given by the Client but not necessarily to the named Customer personally (unless both Parties have agreed otherwise in writing in advance to another arrangement with respect to the delivery of Goods to a Customer). Shipments of Goods to addresses with a central receiving area may be delivered to that area (e.g. a concierge service as opposed to an individual apartment). IQ shall not, and will not, be responsible for delivering Goods to a person other than the Client’s Customer if the Goods are delivered to the address provided by the Client. F. IQ may notify the Customer of an upcoming delivery or a missed delivery. The Customer may be offered alternative delivery options such as delivery on another day, no signature required, redirection, or collection at an alternate location. The Client may exclude some delivery options on request provided the Client has made such requests known to IQ in writing. G. The Client agrees to all routing and diversion, including without limitation the possibility that the Goods may be carried to the ultimate destination via intermediate stopping places or using intermediary third parties. IQ will make every reasonable effort to deliver the Goods according to IQ’s regular delivery schedules, but the delivery of Goods according to such schedule is not guaranteed and does not form part of this Agreement. IQ is not liable for any damages or loss caused by delay. The Client agrees that any of the Goods may be re-weighed and re-measured by IQ to confirm a calculation and that IQ shall have the right to adjust pricing (up or down and if applicable) in the event the Goods are found to be materially different than the weight and/or measurements provided to IQ by the Client. H. If the Goods are deemed to be unacceptable (Compliance with Applicable Laws and Regulations), or a Good has been undervalued for customs purposes, or the Customer cannot be reasonably identified or located, or the Customer refuses delivery or to pay customs duties or other any other charges related to the Goods, then IQ shall use reasonable efforts to return the Goods to the Client at the Client’s cost. If IQ is unsuccessful at returning the unacceptable Goods, then the Goods may be released, disposed of, or sold without incurring any liability whatsoever to the Client, the Customer, or any other third party, with the proceeds applied against customs duties, any other charges related to the Goods, payment of Services, and any other related administrative costs (with the balance of the proceeds of a sale to be used by IQ as it deems fit). If the Client fails to collect the Goods and/or the proceeds of any sale of the Goods for the aforementioned reasons following a reasonable time (as determined by IQ in its sole discretion), then such Goods, or corresponding proceeds, shall be considered abandoned with full title, interest, and ownership transferred and forfeited to IQ. IQ may take any action it deems fit (including without limitation sale, auction, and/or donation of the Goods and/or proceeds). Exclusive of the foregoing, IQ shall have the right to destroy any Goods in the event any law prevents IQ from returning and/or selling the Goods to the Client (as well as any Goods that are considered dangerous Goods). IQ shall not be liable for any such destruction of Goods by the Client, the Customer, or any other third party. I. The Client shall be liable for any and all costs, fees, and expenses related to the Services in connection with any abandoned Goods. The foregoing shall be exclusive of the Client’s responsibility for costs, fees, and expenses related to the storage, movement, destruction, or disposal of such Goods in a safe, legal, and orderly manner as determined by IQ. For the avoidance of doubt, IQ reserves the right to dispose of any Goods if: i) the Client does not meet warehousing requirements; ii) the legality of the Goods is in question (as determined by IQ in its sole discretion); iii) no return address is mentioned; and/or iv) the Goods are deemed unacceptable in accordance herein. Moreover, if the warehousing requirements are not met, then Fetch reserves the right to return to the Goods to their origin(s), and the Client will be responsible for any associated costs, fees, and expenses related thereto. In addition, and exclusive of the foregoing, in the event a Client, or one of the Client’s Customers, provides IQ Goods that are either illegal or dangerous in IQ’s sole reasonable opinion, then IQ shall have the right to immediately suspend, or terminate, the Services and/or this Agreement without prejudice to IQ’s further rights and remedies under this Agreement or at law.

 

 

 

Representations by you.

By visiting the Site, you represent, warrant and covenant that (a) you are at least 18 years old; (b) that all materials of any kind submitted by you to IQ FULFILLMENT through the Site or for inclusion on the Site will not plagiarize, violate or infringe upon the rights of any third-party including trade secret, copyright, trademark, trade dress, privacy, patent, or other personal or proprietary rights.

Price, fees and expenses

Client shall pay the Price for Services at agreed rates in Commercial Terms, without any set-off, deduction, withholding, charge or discount. IQ may change the Prices after one year by giving prior written notice of such increase to Client as to effectiveness of such change. IQ may increase Prices for postage, freight, or other shipping services upon prior written notice to Client. In the event that IQ’s third party contractors increase the rates charged to IQ, IQ shall provide notice of such increase to Client and such increase will be effective at the time the increase is imposed upon IQ. Additionally, if IQ allocates the cost of service provided by such contractor to multiple customers (e.g. the service comprises part of “overhead”), such notice of increased third party vendor rates shall be accompanied by a reasonably detailed description of the basis on which IQ is allocating the increased rates among its customers. If the revised third-party contractor prices are unacceptable to Client, Client shall stipulate to IQ, in writing, an alternate third-party vendor source to be used for Client. IQ may consider using the services of third-party vendors selected by Client. If IQ is unable for any reason whatsoever to engage such third-party contractor, IQ shall have the discretion to engage a third-party vendor from its own contractors. Any increase in costs for the Services in this clause, provided by third party contractors shall be borne by Client.

 

The Price shall be invoiced to Client on a monthly basis and shall:  (a)   Exclude all taxes, charges, bank and transfer charges, duties and fees arising out of or in connection with the performance and completion of IQs obligations under this Agreement, for which taxes, charges, duties and fees Client shall assume full and exclusive liability; and (b) Include all costs and expenses which will be incurred by IQ (including but not limited to cost of equipment, materials, transportation, labour, mobilization and demobilization, sourcing, procurement, delivery as well as licensing and other regulatory requirements) in the performance and completion of Services.

 

The invoices will be paid in a timely manner, in the currency of their issuance, Client being solely responsible for any bank fees deriving from currency exchange or transfer of payments. If Client does not pay any invoices within thirty (30) days as of the invoice date, IQ may, at its sole discretion: (i) discontinue providing all or any Services until payment in full is made, or (ii) charge a late fee of AED 100 per day of delay.  Any amounts subsequently paid by Client shall be first applied towards the late fee and subsequently to the principal outstanding amounts due to IQ.

 

IQ shall collect the value of Products sold (up to AED 5,000) upon delivery and provide collected gross amount (value of Products less delivery charges) to Client as per agreed terms. Client is solely responsible for payment of any and all VAT imposed as a result of the sale, storage and/or distribution of Products under terms of this Agreement. Client will reimburse IQ for or indemnify IQ against VAT imposed on inventory stored in any of IQ’s facilities, subject to Client’s receipt of sufficient documentation verifying the imposition of such VAT, and the amounts paid by IQ in connection with same. Optional Charges requested by Client to be paid in accordance with invoice terms. The rates offered in Commercial Terms are based on the traffic profile and volumes provided in Client request for IQ to quote. If the actual volumes of traffic deviate significantly from the expected volumes, IQ reserves the right to review the rates offered following a reasonable trading period.  IQ reserves the right to make adjustments to the tariff by giving thirty (30) days’ prior written notice of its intention to do so that Client agrees to.

 

Parties agree to the following maximum weight and dimensions per Product piece for delivery purposes:

Length x Width x Height (in meters):  1.0 x 0.6 x 0.7

Piece Weight (in kilograms):  25 kg

Volumetric Conversion Factor: 200 kg/m3

Product pieces exceeding the above weight and dimensions limitations may be subject to volumetric pricing. In such case, IQ may use the following formula to calculate whether such Product may be charged according to its gross weight or volumetric weight – whichever is greater:

Length x Height x Width x VCF (kg/m3).

 

Client shall be solely responsible for payment of all fees, costs and expense set forth in Commercial Terms which are incurred by Client in connection with Services, or that IQ otherwise properly (and at the written request of Client) incurs on behalf of Client that are not specifically set forth in Commercial Terms, other than expenses payable by IQ. Such costs and expenses may include, but are not limited to, freight surcharges incurred at either the time of shipment or any time after shipment billed to IQ by freight or common carrier, facsimile charges, postage, express delivery service used to transmit labels, listings and reports to Client, taxes, and import duties. IQ shall not bill Client for any costs and expenses not set forth in the Specific unless Client has consented to such charges in writing.

 

Upon termination of this Agreement for any reason, Client shall remain fully responsible for payment of all outstanding invoices for Services property and fully rendered, as well as invoices not yet prepared respecting Services properly and fully furnished prior to the date of termination. The remaining cargo of Products’ held by IQ at termination date will not be released until the settlement of all outstanding invoices. If Client fails to pay all outstanding amounts due under this Agreement within thirty (30) days after termination of this Agreement and demand for final payment by IQ, then IQ, at its option may (but shall not have any obligation to): sell all or any Products in its inventory at public or private sale; and exercise any and all other rights of a warehouse or secured party in accordance with applicable laws.

 

Costs incurred by IQ in sale of Products under this clause are Client’s sole responsibility and shall be deducted from proceeds of such sale. Sale of Products under this clause does not relieve Client of its obligation to pay any outstanding balance due to IQ under this Agreement. Client confirms it shall have no counter claims in this respect. IQ may in its sole discretion have an unconditional right to approach either courts in Dubai or Dubai International Financial Center to seek an execution award to reinforce this provision. All related costs shall be borne by Client.

 

 

No commercial use.

This Site may not be used by you for any commercial purposes such as to conduct sales of merchandise or services of any kind. You must obtain IQ FULFILLMENT prior written consent to make commercial offers of any kind on the Site, whether by advertising, solicitations, links, or any other form of communication. IQ FULFILLMENT will investigate and take appropriate legal action against anyone who violates this provision, including without limitation, removing the offending communication from the Site and barring such violators from use of the Site.

Links and search results.

Compliance with Applicable Laws and Regulations and Other Procedures A. It shall be the sole and exclusive responsibility of the Client to ensure that all Goods offered for sale to its Customers comply with all applicable laws and regulations (along with all customs and norms related to each jurisdiction), including without limitation applicable tax, copyright, and anti-counterfeiting laws, at all points in the delivery chain, and that all authorizations, permits, or licenses that are necessary and/or desirable have been obtained. B. The Client consents, without condition or reservation, to the inspection of all packages. IQ reserves the right, but is not required, to open and inspect Goods, or any portion thereof, without prior notice to the Client, the Client’s Customer, or any other third party. IQ reserves the right to refuse any item that by reason of danger or other character of its contents is likely, in the sole judgment of IQ, to soil, taint, or otherwise damage other merchandise or equipment, or that is economically or operationally impracticable to transport, or that is improperly packed or wrapped. For the further avoidance of doubt, IQ reserves the right to open and inspect any and all Goods without notice for safety, security, customs or other regulatory reasons. C. The Client agrees, represents, and warrants that its shipment of Goods is acceptable for transportation. The Client agrees that the shipment of Goods is deemed unacceptable if: (i) it is classified as hazardous material, dangerous goods, prohibited, or restricted under IATA (International Air Transport Association), ICAO (International Civil Aviation Organization), any applicable government department, or other relevant organization; (ii) no customs declaration is made when required by applicable customs regulations; or (iii) IQ decides it cannot transport an item safely or legally (such items include without limitation: animals, bullion, currency, bearer form negotiable instruments, precious metals and stones, firearms, parts thereof and ammunition, human remains, pornography, illegal narcotics/drugs, or anything else deemed unsafe or against the customs, laws, and/or regulations with respect to the country of origin and/or country of destination in IQ’s reasonable opinion. D. The Client shall be responsible for any costs, expenses, fees, penalties, etc. imposed by government authorities in connection with the Client’s failure to comply with applicable laws and regulations, such as, without limitation, any tax obligations, licensing related to the sale of Goods, etc. In the event government authorities impose sanctions (financial penalties, suspension of license, etc.) of any kind against IQ related to the Client’s failure to comply with applicable laws and regulations related to the sale of Goods, including without limitation any tax obligations, the Client shall indemnify IQ against any costs, expenses, fees, penalties, etc. imposed by the government authorities on IQ directly or indirectly related thereto. E. In no event shall either Party be responsible for the consequences of any failure by the other Party to comply with laws and regulations applicable to such Party, including without limitation any failure by the Client to insure any Goods. F. The Client understands and agrees that in the event any Goods become the subject of an investigation by law enforcement, IQ shall have the right to cooperate, exclusive of any legal obligation, with law enforcement, including without limitation opening the Goods and providing law enforcement with contact information and other personally identifiable information (“PII”), or sensitive personal information (“SPI”) of the Client and/or the Customer. G. The foregoing notwithstanding, IQ may amend any terms of this Agreement solely in order to comply with any change in law or regulation that occurs to applicable laws and regulations related to the Services, including without limitation material terms such as pricing. Under such limited circumstances, IQ shall notify the Client as soon as possible prior to implementation H. The Client agrees not to poach, either directly or indirectly, any employee, consultant, or associate (whether directly or indirectly employed) of IQ without IQ’s prior written consent for so long as this Agreement is in effect and for a period of one (1) year following effective termination of this Agreement. This provision shall apply globally, and IQ shall have the right to enforce this provision in any jurisdiction globally, including without limitation any free zone and/or any jurisdiction where IQ does not have a legal presence.

Term and Termination

A. This Agreement shall remain in effect for a term of (1) one year from the Effective Date (the “Initial Term”). Following the Initial Term, this Agreement shall automatically renew for successive one-year renewal terms (each a “Renewal Term” and together with the Initial Term, the “Term”) unless terminated earlier by either Party in accordance herewith. B. This Agreement may be terminated in any of the following circumstances: (1) In the event that a Party breaches the terms of this Agreement and such violation(s) continue(s) and remain(s) unresolved to the reasonable satisfaction of the non-breaching Party for a period of five (5) days following written notice by the non-breaching Party of such violation(s), such non-breaching Party may terminate this Agreement by sending written notice thereof to the breaching Party. (2) In the event of a change in the Control of any of the Parties (it being specified that any such change is required to be notified to the other Party), then the other Party shall have the right to terminate the Agreement immediately by sending written notice the Party experiencing the Change of Control. (3) Solely for Services that are not Dedicated Resource Services, and subject to any immediate termination rights set forth herein, IQ may terminate this Agreement at any time by providing the Client with seven (7) days’ prior written notice. Solely for Services that are not Dedicated Resource Services, the Client may terminate this Agreement at any time by providing the non-terminating Party with thirty (30) days’ prior written notice. In the event the Client wishes to terminate for convenience and any minimum order provisions have been agreed to by the Parties for an extended period of time that shall exceed the notice of termination, then the Client shall be required to continue with such minimum orders on the same terms and conditions until the term of the minimum orders agreed to between the Parties lapses. (4) Default termination provisions for Dedicated Resource Services are set forth. (5) IQ may immediately terminate this Agreement in the event of non-payment by the Client that remains outstanding for more than fifteen (15) days following the date such invoice is due. A termination by IQ of this Agreement for non-payment of fees for Services shall be without prejudice to any of IQ’s further rights and remedies hereunder or at law. (6) IQ may terminate this Agreement immediately in the event of a material breach involving fraud, theft, misrepresentation, or other similar serious violations as determined by IQ in its sole discretion. (7) IQ may suspend Services, terminate Services, set off any monies owed to IQ against any funds held by IQ for the Client (including without limitation COD proceeds from Customer Contracts), assess interest and/or late fees in accordance with this Agreement, assess reinstatement fees, or take any other reasonable action as a result of non-payment, partial payment, or late payment (as the case may be) by the Client to IQ. Late payment shall mean any payment that is seven (7) or more days past due as determined by IQ. (8) For the avoidance of doubt, a termination of one or more Services by either IQ or the Client shall not necessarily constitute a termination of this Agreement as a whole unless otherwise specified by a Party. 7. Relationship of the Parties; Indemnity A. By entering into this Agreement, the Parties do not intend to create any relationship of employment, partnership, or joint venture, and at no time shall IQ position itself as affiliated with the Client in any way other than as an independent contractor for the provision of Services as described herein. B. Each Party shall, in good faith, take commercially reasonable measures to mitigate the impact, including without limitation any financial impact, to itself and/or the other Party for any breach(es), even when the other Party is the cause of such breach(es). This duty shall apply to each Party through effective termination, including without limitation actions and obligations prior to effective termination. C. The Client agrees to indemnify IQ against, and keep IQ (together with its shareholders, directors, officers, employees, agents, contractors, etc.) and its Affiliates (together with its shareholders, directors, officers, employees, agents, contractors, etc.) harmless from, all costs, claims, liabilities, and demands of any nature that may be incurred, directly or indirectly, with respect to third parties in connection with any breach(es) related to the Goods that are being delivered by IQ that are the subject of the Customer Contract executed directly between the Client and each of its Customers. D. The Client shall fully indemnify (including without limitation attorneys’ fees) and hold IQ harmless for any loss or damage arising out of the Client’s failure to comply with the following warranties and representations: (i) all information provided by the Client or its representatives is complete and accurate; (ii) the Goods are acceptable for transport (Compliance with Applicable Laws and Regulations); (iii) the Goods were prepared in secure premises by reliable persons and were protected against unauthorized interference during preparation, storage, and any transportation to IQ; (iv) the Client has complied with all applicable customs, import, export, data protection laws, sanctions, embargoes, and other laws and regulations; and (v) the Client has obtained all necessary consents in relation to personal data provided to IQ including the Customer’s data as may be required for transport, customs clearance, and delivery, such as, but not limited to, physical address, legal name, e-mail address, mobile phone number, etc. (all as determined by IQ in its sole discretion). E. The Client represents and warrants, and covenants, that all Goods that are the subject of the Customer Contract are not counterfeit, are legally able to be shipped to the Customer in the jurisdiction of the Territory where the Customer requests delivery of the Goods, and meets the description of the Goods as advertised to the Customer online and under the Customer Contract. The Client shall fully indemnify (including without limitation attorneys’ fees) and hold IQ harmless for any loss or damage arising out of the Client’s failure to comply with the foregoing or any acts of assault, battery, or other damage caused by a Customer against IQ or any of its agents performing the Services.

Copyright policy.

Confidentiality A. This Agreement, all of the negotiations and communications resulting therefrom, and all data exchanged accordingly shall be treated as strictly confidential. Disclosing any of the information contained herein may be cause for immediate termination on providing credible evidence by either Party. Public announcements with respect thereto may only take place in close consultation and after prior written approval of the Parties. B. Each Party acknowledges that the other Party may be irreparably harmed by a breach of this Agreement and a Party’s confidentiality obligations and that damages alone may not necessarily be an adequate remedy. Accordingly, each Party acknowledges that injunctive relief, specific performance, or other equitable relief in favor of the compliant Party may be an appropriate and necessary remedy for any actual breach.

 

Force Majeure

 

A. Neither Party shall be liable for any failure to perform any of its obligations under this Agreement if such failure is caused by Force Majeure. “Force Majeure” shall include acts of God (e.g. earthquake, hurricane, cyclone, storms (rain, sand, etc.), flood, fog, etc.), war, forced evacuations, fire, plane crash, automobile crash, embargo, riot, extreme financial hardship, civil commotion, government action(s), change of law (or application of existing law), industrial action, banking malfunctions, or any other cause that is outside the scope of control of the Parties. B. In such cases, each Party agrees to use commercially reasonable efforts to mitigate any damages that might be caused to either Party as a result of Force Majeure. C. For the avoidance of doubt, in the event the Client declares Force Majeure, the Client’s obligation to pay all costs, fees, and expenses owed to IQ shall continue and survive any suspension or termination of this Agreement due to Force Majeure.

 

Liability

 

A. IQ’s liability is strictly limited to direct loss and damage to a Shipment only subject to any further limitations set forth in this Agreement and/or by applicable law. All other types of loss or damage are excluded (including but not limited to lost profits, income, interest, future business, and any special, punitive, or consequential damages), whether such loss or damage is special or indirect, and even if the risk of such loss or damage was brought to IQ’s attention prior to, or after, its occurrence. B. Exclusive of Force Majeure, IQ shall not be liable for any loss or damage arising out of circumstances beyond IQ’s control (as determined by IQ in its sole discretion). These include without limitation electrical or magnetic damage to, or erasure of, electronic or photographic images, data or recordings; any defect or characteristic related to the nature of the Shipment, even if known to IQ; any act or omission by a person not employed or contracted by IQ – e.g. Client, Customer, third party, customs, or other government official. C. Other than for liability attributable to IQ’s proven gross negligence and/or willful misconduct, IQ’s aggregate liability arising out of, or in connection with, this Agreement shall not exceed, in the aggregate, One Hundred United States Dollars (US$100) (or the equivalent in local currency in the Territory at the time any such liability is incurred). D. Subject to the limitations of liability set forth hereunder, or any further limitations indicated herein, IQ shall be liable for the loss of, or obvious damage to, the Client’s Shipment while, and only while, it is within IQ’s sole custody and control. The Goods shall be in considered in IQ’s sole custody and control when the shipment is picked up at the Client’s address and until the Customer, or an agent of the Customer, acknowledges that the Goods are received. E. Where one or more Services are performed by one or more of IQ’s contracted business partners, the terms of carriage (and other relevant terms and conditions) of the most restrictive terms and conditions among all business partners shall apply with respect to the shipment of any Goods. This shall include any international conventions that may apply at the time of the incident. F. IQ’s liability, with respect to any single shipment, is, in any event, limited to the wholesale value of the Goods constituting the shipment up to a maximum of One Hundred United States Dollars (US$100) in the aggregate (or the equivalent in local currency in the Territory at the time any such liability is incurred). Such limitation shall apply to any COD proceeds. If the Client regards these limits as insufficient, then the Client, or the Client’s Customer, may make its own insurance arrangements in excess of such limitation. G. Where carriage by air (through one of IQ’s third party contracted business partners) involves an ultimate destination or stop outside the country of origin, the Warsaw Convention may apply. The Warsaw Convention governs, and in most cases limits, the liability of carriers in respect of loss of or damage or delay to cargo. (For the purpose of these terms, the phrase “the Warsaw Convention” means (i) the Convention for the Unification of Certain Rules Relating to International Carriage by Air signed at Warsaw on October 12, 1929 or (ii) that Convention as amended or supplemented by any protocol or supplementary convention or (iii) the Montreal Convention 1999, whichever is applicable.) Notwithstanding any clause to the contrary, international carriage by road may be subject to the provisions of the Convention on the Contract for the International Carriage of Goods by Road signed at Geneva on May 19, 1956 (the “CMR Convention”). H. Where the Warsaw Convention, CMR Convention, or any national laws implementing or adopting these conventions apply (for convenience referred to as “Convention Rules”) or where (and to the extent that) other mandatory national law applies, the liability of IQ is governed by, and will be limited according to, the applicable rules. In all circumstances, the terms and conditions of the third party contracted business partner shall apply when IQ’s Services involve international (cross border), air, or long-haul delivery of any nature whatsoever.

Notices:

 

All notices, requests, demands, and other communications provided by a Party under this Agreement shall be made in writing and shall be deemed to have been given or made on the date of delivery, in the case of hand delivery, or upon receipt if transmitted by reputable post or courier, by electronic transmission, or any other means recognized by applicable law, addressed (in any case) as follows: If to IQ, address to: IQ FULFILLMENT ATTN: Legal Department P.O. Box No 37184, Haseeb Rasoul Industry, Dubai Investment Park First, Dubai, United Arab Emirates.  If to the Client, address to: See the Agreement, or Cover Letter, for the Client’s notice address. If no address is known, then the Client’s address on their trade license, or, in the case of an individual, their identification shall be used for notice purposes (along with any electronic mail address).  Non-Assignment; Amendments; Rights of Third Parties A. The rights and obligations of a Party set forth herein may not be assigned by any Party without the prior written approval from the other Party hereto (such consent not to be unreasonably withheld by either Party). B. Except as otherwise explicitly allowed herein, amendments to the terms of this Agreement, or the obligations contained herein, shall only be effective if made by a written document signed by an authorized signatory of each of the Parties. C. The foregoing notwithstanding, IQ may amend this Agreement at any time without notice to the Client. Any and all amendments to these Terms and Conditions shall be published at www.IQ.us/legal and shall be effective on the date of publication thereof. The Client is responsible for periodically checking this Agreement online to remain updated and in compliance with these terms. The Client’s continued use of Services following the implementation of any amendment to the Agreement shall constitute affirmative and unconditional acceptance by the Client to be bound by any such changes, amendments, and/or modifications to this Agreement. D. No terms and conditions of this Agreement shall be enforceable by a person who is not a party to this Agreement. Waiver and Severability A. The failure by a Party to exercise any right hereunder shall not in any way be deemed to constitute a waiver of such right, and shall not in any way affect the entitlement of such Party to exercise such right or any other rights and remedies afforded to a Party under applicable law. B. The fact that any section or clause hereunder may become void, unenforceable, invalid, or inapplicable shall not affect the validity of the remaining portions of this Agreement, and it shall not in any way release the Parties from performance, and continued performance, of each Party’s obligations hereunder. C. The provisions of this Agreement are independent from, and shall not be subject to, the provisions of any other agreement (written or otherwise) entered into by the Parties except those sections or clauses that specifically incorporate, by reference, the definitions of terms as defined in other agreements referred to herein, and no other such documents may be interpreted as derogating from the provisions of this Agreement. Entire Agreement; Counterparts; Conflicts A. This IQ Services Agreement (along with, if applicable, the Cover Letter) shall form an integral part of the Agreement between the Parties. This Agreement constitutes the entire agreement between the Parties, and supersedes all prior and contemporaneous communications, understandings, representations, and negotiations, with respect to the Services and other matters covered by this Agreement. B. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one (1) agreement. C. In the event of a direct conflict between the terms and conditions of this Agreement and the Client’s waybill, the terms and conditions of this Agreement shall apply as between the Parties.

The On-line Materials are and will remain the exclusive property of IQ FULFILLMENT

Governing Law and Dispute Resolution A. This Agreement shall be construed, enforced, governed, and controlled by the laws and regulations of the Dubai International Finance Center (the “DIFC”). B. The Parties shall use all commercially reasonable means to settle any disputes arising from this Agreement amicably within fourteen (14) days of becoming aware of such dispute. C. Any disputes that remain unresolved through management escalation of each of the Parties shall be finally and exclusively referred to, and settled by, arbitration to be held at the DIFC-LCIA Arbitration Centre (the “Centre”) at the courts located in DIFC, Dubai, United Arab Emirates. This Agreement shall be construed and implemented, along with settlement of any disputes arising thereof, accordingly. D. Any disputes referred for arbitration by either Party shall be submitted to the Centre with the proceedings governed by the-then current arbitration rules of the Center (the “Rules”). E. Timing shall be of the essence with respect to deadlines, and the Parties agree to take all commercially reasonable measures to ensure that the arbitration proceedings are conducted in an efficient manner (with the goal of the Parties being the issuance of a final, non-appealable arbitral ruling no later than sixty (60) days following the initial hearing called by the arbitrator to commence proceedings). F. The arbitration shall be conducted in front of one (1) arbitrator. The arbitrator shall be selected by the Centre in accordance with the Rules. The foregoing notwithstanding, the arbitrator selected by the Centre to hear and finally resolve any dispute between the Parties must be (i) an experienced arbitrator, (ii) a commercial lawyer with at least ten (10) years of experience applying governing law to the subject matter of the dispute, and (ii) completely fluent in English (with a preference for an arbitrator that is equally fluent in Arabic). G. This Agreement has been drafted, negotiated, and executed in the English language. In the event that a translation is absolutely required by the arbitrator or the Centre to resolve a dispute, then the Parties shall split the cost of translation, and IQ shall select a licensed translator that is certified to perform the required translations in Dubai, United Arab Emirates.

Disclaimer of warranty, limitation of damages.

IQ FULFILLMENT makes no warranty or representation of any kind, either express or implied, including but not limited to warranty of title or non-infringement or implied warranty of merchantability, fitness for a particular purpose, non-infringement or other violation of rights in relation to the availability, accuracy, validity, reliability or content of these pages and/or the site. IQ FULFILLMENT also does not make any representation or warranty regarding the accuracy or reliability of any advice, opinion, statement or other information that is submitted, displayed or uploaded through the site by any user. IA FULFILLMENT shall not be liable for any direct, indirect, incidental, special or consequential damages, lost profits or for business interruption arising out of the use of or inability to use this site, even if IQ FULFILLMENT has been advised of the possibility of such damages. Some jurisdictions do not allow exclusion of certain warranties or limitations of liability, so the above limitations or exclusions may not apply to you. The liability of IQ FULFILLMENT would in such case be limited to the greatest extent of liability permitted by law.

Violation of terms of use.

 

You understand and agree that in IQ FULFILLMENT’s sole discretion, and without prior notice, IQ FULFILLMENT may terminate your access to the Site, or exercise any other remedy available and remove any unauthorized user information, if IQ FULFILLMENT believes that the information you provide has violated or is inconsistent with these Terms of Use, or violates the rights of IQ FULFILLMENT, or any third party, or violates the law. You agree that monetary damages may not provide a sufficient remedy to IQ FULFILLMENT for violations of these Terms of Use and you consent to injunctive or other equitable relief for such violations. IQ FULFILLMENT may release user information about you if required by law or subpoena.

Office foreign assets control (OFAC) sanctioned countries.

IQ FULFILLMENT will not trade with or provide any services to individuals and companies owned or controlled by, or acting for or on behalf of, OFAC targeted countries AND individuals, groups, and entities, such as terrorists and narcotics traffickers designated under the OFAC programs that are not country-specific.

Applicable law.

The Laws of the United Arab Emirates shall govern the use of the Site and the Terms of Use, without regards to conflict of laws principals. All disputes arising in connection therewith shall be heard only by a court of competent jurisdiction in U.A.E.

 

 

 

 

Indemnity.

You agree to indemnify and hold IQ FULFILLMENT, its subsidiaries, affiliates, officers, agents and other partners and employees, harmless from any loss, liability, claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of or relating to your use of the Site, including also your use of the Site to provide a link to another site or to upload content or other information to the Site, or your breach of the Terms of Use.

Licence granted to you.

By providing materials to IQ FULFILLMENT, including by submitting or uploading content or materials for use on the Site you represent and warrant that you or the owner of all rights to such content or materials has expressly granted IQ FULFILLMENT an irrevocable world-wide right in all languages and in perpetuity to use and exploit all or any part of the content and materials provided by you. IQ FULFILLMENT may publish and distribute any such submitted content or materials at its sole discretion by any method now existing or later developed. You agree that you shall waive all claims and have no recourse against IQ FULFILLMENT for any alleged or actual infringement or misappropriation of any proprietary rights in any communication, content or material submitted to IQ FULFILLMENT. Any communication or materials you send to IQ FULFILLMENT will be treated as non- confidential and non-proprietary and may be disseminated or used by IQ FULFILLMENT for any purpose, including, but not limited to, developing, creating, manufacturing or marketing products or services.

Advertising.

The Site may contain advertisements and/or sponsorships. The advertisers and/or sponsors that provide these advertisements and sponsorships are solely responsible for insuring that the materials submitted for inclusion on the Site are accurate and comply with all applicable laws. IQ FULFILLMENT is not responsible for the acts or omissions of any advertiser or sponsor.

Site operation.

IQ FULFILLMENT controls this Site from the U.A.E. IQ FULFILLMENT makes no representation that this Site is appropriate for use in other locations. If you use this Site from other locations you are responsible for ensuring compliance with local laws. You may not use, export or re-export any materials from this Site in violation of any applicable laws or regulations, including, but not limited to any U.A.E export laws and regulations.

 

Severability.

If any provision of the Terms of Use is held to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect.

Terms of Use

The following are the terms of use that govern use of the Site (“Terms of Use”). By using the Site you expressly agree to be bound by these Terms of Use and the IQ.US privacy policy and to follow these Terms of Use and all applicable laws and regulations governing use of the Site. IQ FULFILLMENT reserves the right to change these Terms of Use at any time, effective immediately upon posting on the Site. Please check this page of the Site periodically. We will note when there are updates to the Terms of Use at the bottom of the Terms of Use. If you violate these Terms of Use, IQ FULFILLMENT may terminate your use of the Site, bar you from future use of the Site, and/or take appropriate legal action against you.

Refund & return policy.

IQ FULFILLMENT does not refund or return products on behalf of clients, refund and return requests will have to be requested from the item provider/merchant.

Headings & section titles in this Agreement are for convenience and do not define, limit, or extend any provision of this Agreement.

IQ FULFILLMENT (IQ) is active on social media to promote and advertise our services and products. As such, we have set some community guidelines and social media policies (collectively, “Guidelines”). By using any IQ social media site, you accept and agree to these Terms
Facebook @iqfulfillment, Twitter @IQfulfillment , Instagram @iqfulfillment and Linkedin @iqfulfillment (existing now or created in the future, collectively, “Social Media Sites”) – are public, which means that anyone can see your posts to our social channels, and your posts may show up in search engine results. While we encourage open discussion, we may occasionally remove posts that do not fit our community guidelines. Although we are moderating our channels to help ensure that users’ posts comply with these Guidelines, we cannot be responsible for the accuracy or reliability of any comments or materials posted by users.
For the benefit of lively discussion, we ask that comments remain on topic. This means that comments should relate to the topic that is being discussed within the post and/or tweet. We value constructive criticism on how we can better improve our services to you! While we welcome critique, we may delete negative comments about IQ and/or our competitors that aren’t relevant, accurate, or don’t add to the overall experience.
Basic Guidelines
• Stay on topic, use common courtesy, and be respectful of others.
• Submit your own original content and avoid posting content that you know or suspect to be false.
• Do not post another person’s copyrighted work unless you have permission.
• Anything posted to Social Media Sites can and may be used for any purpose we deem, including commercial interests.
• Never post anything you wish to be kept confidential or expect to be compensated.
• Never post personal, identifying, or confidential information such as yours or another person’s address, phone number, or email address.
• IQ is not responsible for views expressed other than our own.
• Social Media Sites are moderated by IQ employees. We will make every effort to respond in a timely manner; however, we cannot guarantee that we’ll reply to every comment.
Customer Service Inquiries
We recognize that social media has become a popular forum to seek customer service assistance, and we will do our best to service your request on any of our open Social Media Sites. As such, IQ may occasionally identify and respond to customers seeking assistance with service-related issues. In the event a customer receives such a communication from IQ regarding a service inquiry or other need, the customer may be offered other IQ channels to help address those concerns as smoothly and effectively as possible. Accordingly, our Social Media Sites should not take the place of traditional customer service outreach methods such as contacting IQ Customer Service.

Social Media Hours of Operation
You can connect with us on Facebook, Twitter, Instagram, and YouTube. We are online seven days a week, 8am – 6pm (UTC+4, UAE Time).

ONLINE & SOCIAL MEDIA COMMUNITY POLICIES

Monitoring and Moderation Policies
Though IQ social media accounts are monitored by IQ employees, and inbound comments and posts are reviewed to ensure that they comply with our Policies, IQ has no obligation to accept, display, review, monitor, or maintain any content posted to any Social Media Site, but does reserve the right to monitor, prohibit, restrict, block, suspend, terminate, delete, or discontinue access to any Social Media Site, at any time, without notice and for any reason, in its sole discretion. We reserve the right to delete comments or posts that we deem are abusive, inflammatory, or otherwise inappropriate.
Broader community guidelines include:
◦ Our Social Media Sites are a place for conversations between customers and IQ, and are not a substitute channel for services or general questions. Please visit www.iqfulfillment.com for more information about our specific services.
◦ Do not post or transmit material you do not have the right to post or transmit under law (such as copyright, trade secrets, or securities) or due to your personal contractual or fiduciary relationships.
◦ Our Social Media Sites may not be used for the submission of any claim, demand, informal or formal complaint, or any other form of legal and/or administrative notice or process, or for the exhaustion of any legal and/or administrative remedy.
◦ IQ reserves the right to ban any user from our page without prior written notice or consent for violations of community Policies. Any comment(s) posted which we deem to be criminal in nature, or instigates or implies violence toward oneself or another may be reported to the proper authorities.
Courtesy and Relevance
Please treat the community and your fellow participants with respect – even if you disagree with a post or comment. Do not post any content or comments that may be inappropriate, offensive, profane, culturally, racially, gender, or socially insensitive, disruptive, harassing or defamatory.
For the benefit of healthy discussion, we ask that comments remain on topic and relevant to the conversation. This means that comments should relate to the topic that is being discussed within that wall post. Off topic posts may be hidden, moved, or removed.
Removal of Posts / Banning of Users
We will try our best to review every comment or post, and thus we reserve the right to remove any that violate these Guidelines or that, in our sole discretion, we otherwise consider objectionable. We may ban offenders from our communities. We may delete comments or posts that we deem to be:
◦ Profane, obscene, inappropriate, disruptive or unrelated to the topic and conversation.
◦ Indecent, sexually explicit or pornographic material of any kind — including masked profanity where symbols, initials, intentional misspellings or other characters are used to suggest profane language.
◦ Threats, personal attacks, abusive, defamatory, derogatory, ad hominem attacks, inflammatory language, or stalking or harassment of any individual, entity or organization.
◦ Impersonating any person or entity or falsely state or otherwise misrepresenting an affiliation with a person or entity.
◦ Discriminatory or containing hateful speech of any kind regarding age, ethnicity, gender, race, religion, nationality, sexual orientation, socio-economic status, political affiliations, disability or other characteristics.
◦ False, inaccurate, libelous or otherwise misleading in any way.
◦ Spam, or content containing or linking to any kind of virus, malware, spyware, or similar program that could cause harm to a user’s computer.
◦ Repeated or identical posts.
◦ Solicitations or content that promote commercial interests, campaigns, causes or political views.
◦ Any posts which might constitute a criminal offense or give rise to civil liability, or that otherwise violates local, national, or international laws or regulations.
◦ Any posts which might identify matters that are currently the subject of legal proceedings or would break a binding non-publication order.
Suspension/Termination/Reporting to Authority
We take our responsibility to our online community and to our customers very seriously, with the utmost priority being yours and our safety. Therefore, any comment(s) posted which we deem to be criminal in nature, or instigates or implies violence toward oneself or another may be reported to the proper authorities.
Our community administrators/managers are not permitted to discuss or respond to comments about security threats as well as threatened or current litigation against the company. We will escalate them to our legal counsel, and may remove any such posts if we see them.
In certain instances, we may also suspend, terminate or ban certain repeat offenders and/or those committing significant violations of these Guidelines. When appropriate, we may also, on our own or as required by the platforms rules or law, be required to refer and/or work with the applicable platform and/or the appropriate authorities to review and or pursue certain violations.
If you wish to report or flag a user post/comment as inappropriate yourself, please follow the then current published procedures of the platform where the post originated.
Comment and Posting Policies
Community participants are responsible for their comments or posts. The opinions, statements and viewpoints expressed by community participants (including IQ employees/contractors) do not necessarily reflect the opinions of IQ or constitute an official position of IQ.
IQ is not responsible for, and does not validate any opinions, assertions or forward-looking statements expressed in, any user comments.
We expect conversations to follow the rules of polite discourse and we ask that participants treat each other, as well as our employees, with respect.
Links to Third-Party Sites
We may occasionally post links to third-party sites when we believe the general information could be helpful. Please note that this does not in any way constitute an official endorsement of the site or company nor does it mean we have performed a comprehensive validation of the content.
Spam, Links, and Online Safety
Your posts should never contain any unauthorized and/or unsolicited advertising, spam, hyperlinks, or content protected by copyright, trademark or other rights. For your online safety, we strongly encourage you to avoid opening any third party-provided hyperlinks posted to our property or the platform you are viewing the post upon unless you trust the source of that post.
Copyright and Intellectual Property Policies
By submitting any content to our Social Media Sites, you warrant and represent that you are the copyright owner of the content or that the copyright owner of the content has granted you permission to use such content consistent with the manner and purpose of your use.
Using our Social Media Sites to distribute unauthorized copies of copyrighted material, including photos, artwork, text, recordings, designs, computer programs or derivative works of such programs is strictly prohibited and subject to removal.
Infringement on any party’s copyright, patent, trademark, trade secret, intellectual property, or other proprietary rights, or right of publicity or privacy is strictly prohibited and is your sole responsibility.
Ownership and License of the Content You Post
Please note that by posting comments, posts, tagged photos, videos, ideas, or any other content on our Social Media Sites, you are granting IQ non-exclusive, worldwide rights to republish, redistribute, or otherwise use this content (including your name, profile photo, likeness and social media handle or other publicly shared information) in perpetuity in any way we see fit. This includes, but is not limited to, marketing and advertising materials.
ou represent that to the best of your knowledge you own or have the permission to make such posts and grant the above rights to us.
Therefore, please do not submit any ideas or materials that you wish to keep confidential or for which you expect to receive compensation.
IQ Employees
IQ employees must follow applicable company policies and procedures when using social media, Employees must not share confidential or private information about the company’s business operations, products, services, or customers; and must not say they speak for the company without express written authorization from the company to do so.
Consider using company established channels for job-specific issues. While we welcome employees to join our social media community and participate in conversations with our customers and other users, we encourage you to direct your complaints or concerns about your job or working environment to your manager.

Privacy and Security Policies
Protect Your Personal Information.
Our Social Media Sites are available to the public. To protect your privacy and the privacy of others, no information you consider confidential should be posted to this site, including personally identifiable information such as social security numbers, full account numbers, phone numbers or e-mail addresses in any comment or post. If you do include personally identifiable information in your comment, your comment or post may be deleted.
Respect Others’ Privacy Too
Please protect your privacy and do not share personal information about you, your family, or others on the Facebook, Twitter, Instagram, and YouTube or other IQ Social Media Site.
IQ Social Media Privacy Policies
Below are the guidelines for readers of our Social Media Sites and for content contributors. These guidelines are not to be confused with our binding Privacy Policy.
With respect to content collected through our Social Media Sites, IQ follows each social networks’ individual privacy Policies, which can be accessed on their respective websites. Please note that when visiting any official IQ social media account, when applicable, you are also subject to the terms and conditions of IQ’s privacy policy, as well as that of the respective social network.
IQ may disclose information about your communications and activities with IQ and/or in relation to any Social Media Site in response to lawful requests by governmental authorities or for the protection of IQ’s rights or the rights of third parties as IQ may deem appropriate in its reasonable discretion. In the event that IQ exercises any of its rights hereunder for any reason, IQ will have no liability to you.
IQ is not responsible for the accuracy, completeness, appropriateness, legality or applicability of the materials or anything said, depicted or written by users, including without limitation any information obtained by using our Social Media Sites.
IQ does not necessarily endorse or espouse any content or materials, or any views, opinion, recommendation, or advice expressed on or in any Social Media Site, and any sites linked to the IQ Social Media Sites are or may be developed by people or parties over IQ. IQ neither endorses nor assumes responsibility for the content of any site linked to Social Media Sites.
IQ will have no responsibility or liability to you or any third party as a result of your activities, and you are solely responsible for any activities you do in connection with or via any Social Media Site. By posting any content on any IQ Social Media Site, you grant to IQ the irrevocable, perpetual and unrestricted right to reproduce, distribute, publish, and display, edit or modify such content, and to use, and to authorize or license third parties to use, such content, or portions or elements thereof, for any purpose, in any and all manner and media known or hereafter devised, and for any and all purposes, including commercial purposes, world-wide, without any obligation or compensation to you of any kind. IQ has the right to create derivative works from any or all of the content (“Derivative Works”), and such Derivative Works shall be the sole and exclusive property of IQ. You disclaim all rights, title or interests you may have in such Derivative Works, and fully assign, convey and transfer any and all rights that you have or may have in the Derivative Works exclusively to IQ.
You understand that IQ is under no obligation to use, display or acknowledge any content you submit, and IQ reserves the right to remove or to refuse to post any content or submission for any reason. You acknowledge that you, not IQ, are responsible for the content and for compliance with these Terms.
By posting any content on any Social Media Site, you represent and warrant that you are the sole creator and owner of any intellectual property rights in the content, and/or that you own or have the necessary licenses, rights, consents and permissions to use and authorize IQ to use all patent, trademark, trade secret, copyright, or other proprietary rights in and to any and all of your entries of content, to enable inclusion and use of your entries and content in the manner contemplated in these Terms of Use.
You fully release IQ from any and all claims that may arise regarding your use of or participation on the Social Media Site(s) and/or the use, accessing or posting of the content.
You agree that any claim or dispute relating to your posting of any Content on a Social Media Site shall be construed in accordance with the laws of the Dubai International Finance Center (the “DIFC”) without regard to its conflict of laws provisions and you agree to be bound and shall be subject to the exclusive jurisdiction of the DIFC.
Additionally, IQ employees must adhere to any and all applicable IQ company policies and conduct guidelines.
Amendment
These Guidelines are subject to revision by IQ, and we reserve the right to alter these guidelines at any time without prior notice as we deem necessary. If we make changes, we will notify you by revising the date at the top of this policy. Changes in the Privacy Policy become effective immediately after the first posting of any revised version. To stay abreast of these changes, please regularly check our Privacy Policy. Beyond the Privacy Policy, your use of IQ is also subject to our Terms and Conditions