SERVICE PROVIDER AGREEMENT

DING DONE TERMS AND CONDITIONS

1. BACKGROUND

DING DONE (“Ding Done”) operates a website, mobile applications and associated administrative services (together the “Platform”) through which customers (“Users”) can book a Business for the provision of household services such as cleaning, gardening, handyman and any other services (“Services”), by submitting a booking request. Businesses then review the available Bookings and select those that meet Business’s preferred specifications.  A Business is an independent service provider in the business of providing the Services and is not employed by DingDone or any of its affiliates.

These terms and conditions form a contract between DingDone and the Businesses (“Agreement”); and they agreed for the following:

1.1. Business acknowledges that it is an independent service provider in the business of providing the Services and that it is not employed by DingDone or its affiliates Without any obligation to guarantee the performance or quality of the services.

1.2. The Business enters into two contractual relationships. The first contract being with DingDone, governing the access to and use of the Platform in accordance with the terms and conditions of this Agreement. The second contract being with the Business for the provision of the Services (“User Agreement”)

1.3. By accessing or using the Platform, the Business acknowledges that it has read, understood and agree to be bound by this Agreement.

1.4. By accepting a Booking Request and providing the Service, you have read, understood and agree to be bound by the terms of the Service Agreement.

1.5. DingDone is not considered an employer or operator of any of the service providers, and no contractual relationship beyond the provision of the Platform.

2. DEFINITIONS AND INTERPRETATION

2.1. In the interpretation of this Agreement the following words shall have the following meanings unless the contrary intention is indicated.

(a) “Booking” has the meaning given to it in clause 4;

(b) “Booking Fee” has the meaning given to it in clause 6;

(c) “Booking System” means the system provided by DingDone which facilitates a Booking;

(d “Job Fee” has the meaning given to it in clause 6; and

(e) “Service Fee” has the meaning given to it in the Service Agreement, being the total fee payable by the User for the provision of the Services.

3. RELATIONSHIP OF PARTIES

3.1. The Business provides the Services directly to Users strictly as an independent business, and not as an employee, contractor, agent, joint venture, partner or franchisee of DingDone or any User for any purpose. Business acknowledges that DingDone does not provide the Services and does not employ the Business or any of its employees or affiliates in performing any of the Services.

3.2. DingDone provides a website and a technology platform which is a referral tool service for Users and Businesses. Through the Booking System, DingDone facilitates the bookings and receipts of payments on behalf of the Business. By accepting a Booking, the Business irrevocably and unconditionally consents to DingDone collecting the Job Fee from the Users on its behalf.

3.3. The Business is an independent contractor and has not been engaged by DingDone to perform services on DingDone’s behalf. The Business has entered into this Agreement for the purpose of obtaining referrals to third parties in exchange for which it pays DingDone a fee, as described in the terms of this Agreement. This Agreement shall not be construed to create any association, partnership, joint venture, employee or agency relationship between Business and DingDone or any User for any purpose.

3.4. The Business is not an agent of DingDone and has no authority, express or otherwise implied, (and must not hold himself or herself out as having authority) to bind DingDone. The Business cannot, must not and will not enter into or make any agreements, arrangements, representations or warranties on DingDone’s behalf without DingDone’s prior written consent.

3.5. Business is an independent supplier and acknowledges that it is not entitled to or otherwise eligible to participate in any benefit plans offered to DingDone’s employees, including, but not limited to, annual leave, sick leave, health insurance, workers compensation, profit sharing or any other fringe benefits or benefit plans offered by DingDone to its employees.

3.6. Business is fully responsible for the licenses and approvals required to practice its activity in accordance with Qatar laws. 

4. PLATFORM

4.1. From time to time, in their sole and complete discretion, Users will post Bookings on the Platform, setting out the nature of the Services required (the “Bookings”). Bookings posted will include a date, suburb where the Booking will take place and time frame (the “Scheduled Time”) in which Services are requested, and an estimate of time necessary to complete the work (the “Estimated Work Time”).

4.2. Scheduled Times will be displayed either as a specific time or as a range. The Estimated Work Time will be displayed either as a specific time or as a range.

4.3. Business will then have the opportunity to review the Bookings and select those Bookings in Business’s area of expertise that meet Business’s preferred specifications as to Scheduled Time, date, suburb and fees.

4.4. Ding Done does not guarantee any minimum number of Bookings will be available to Service Provider at any point during the term of this Agreement.

4.5. Business is not obligated to review the Bookings posted or select any Bookings posted by any User at any time. Once a Business selects a Booking, Ding Done will confirm in writing to the Business if it has been successful in booking the selected Booking, at which time the Booking is deemed booked by the Business. Once a Booking is booked, a contract is formed directly between the User and Business for Business to complete the Booking on the terms of the Services Agreement. Business agrees that Business’s name and phone number may be provided or made available to User by or on behalf of Ding Done after the Booking is booked.

4.6. It is possible that a Business may claim a Scheduled Time and/or Estimated Work Time and receive a Booking that has a shorter Scheduled Time and Estimated Work Time. Business acknowledges and agrees that it understands that claiming a Booking that has a Scheduled Time and Estimated Work Time may result in receipt of a Booking of less than the maximum time set out in the Estimated Work Time.

5. THE SERVICES

5.1. The Business agrees and acknowledges that any Services provided must be made in accordance with the terms and conditions contained in the Service Agreement And is fully responsible for the implementation of the works agreed upon with the user. The Business also acknowledges that it is solely responsible for the Services provided and agree to indemnify and hold DingDone harmless against any claim, action, damage, loss, liability, cost, charge, expense or payment which DingDone may pay, suffer, incur or are liable for, in respect of the Services or any breach of the Service Agreement by the Business.

5.2. Business shall be eligible to book Bookings through the DingDone Platform requesting any Services that Business is fully-licensed (to the extent required by applicable law) and qualified to provide as indicated by Business in the DingDone application form completed by Business (the “Application”). Business shall, upon request, provide proof to DingDone of valid Personnel police checks, and Business licences, permits and/or certifications before Business provides any such Services under this Agreement.

5.3. To ensure that the DingDone Platform remains a reliable source of referrals and to ensure all qualified Businesses are able to access available Bookings, once Business has been awarded the Booking, Business is contractually obligated to complete the Booking at the Scheduled Time specified by, and to the satisfaction of, the User. Cancellation by Business may result in a fee being charged to Business as advised in writing by DingDone from time to time. Business may reschedule a Booking without Business incurring a fee, provided the Booking is rescheduled more than 48 hours prior to the Scheduled Time. If User and Business agree to reschedule, Business agrees to notify DingDone as promptly as possible so that DingDone may make that Booking available to other Businesses. In the event that the User declines to reschedule, DingDone shall have the right to make the Booking available to other Businesses via the DingDone Platform.

5.4. Business understands and agrees that Business’s failure to complete a Booking in accordance with User’s specifications after he or she has booked that Booking using the Platform constitutes a material breach of this Agreement and could result in a fee being charged to Business as advised by DingDone from time to time. Similarly, Business may be entitled to a fee in the event a User cancels or reschedules a Booking as advised by DingDone from time to time.

5.5. By accepting this Agreement, Business authorises DingDone to withhold from the Business’s Job Fees the foregoing cancellation fees, and any other contractual penalty fees referenced in this Agreement or which are included in DingDone’s applicable policies and procedures as advised to Business from time to time.

5.6. DingDone shall control and have any right to control the manner or means by which Business performs the Services, including but not limited to the time and place Business performs the Services, the Bookings Business selects, the tools and materials used by Business to complete the Bookings, the helpers, assistants, subcontractors or other personnel (if any) (the “Personnel”) used by Business to assist in completing Bookings, or the manner in which Business completes the Bookings. DingDone will and has the right to inspect Business’s work for quality purposes. Those provisions of the Agreement reserving ultimate authority in DingDone have been inserted solely to achieve compliance with applicable laws, regulations, and interpretations of these.

5.7. Business assumes full and sole responsibility for the payment of all compensation, benefits and expenses of any Personnel, and for all required payroll tax, income tax withholdings, and Workers Compensation as to Business and all persons engaged by Business in the performance of the Services.

6. FEES

6.1. User shall pay the Service Fee to DingDone for completed Bookings through the DingDone Platform at the rates quoted by DingDone at the time the Booking is posted on the Platform, which shall be based on the stated parameters of the Booking. Each Booking made available to Business on the Platform shall set out the Scheduled Time, Estimated Work Time, details about the Service requested, the Booking Rate, and the estimated fee the Business shall be entitled to upon completion of the Booking, as agreed with DingDone from time to time and as indicated in the email received by the Business confirming its acceptance of a Booking (the “Job Fee”).  The difference between the Service Fee and the Job Fee shall be the fee owed to DingDone for referring the Booking and facilitating the payment from User to Business (“Booking Fee”).

6.2. By accepting this Agreement, Business consents and authorises DingDone to withhold DingDone’s Booking Fee from the payment made to the Business for each Booking.

6.3. DingDone reserves the right to determine final prevailing pricing that Users will be charged for the Services.  DingDone may, at its sole discretion, make promotional offers with different features and different rates to any Users. These promotional offers, unless made to Business, shall have no bearing on Business’s offer or contract.

6.4. If a Booking booked by Business requires more time to complete than the Estimated Work Time, User and Business may, prior to Business providing any Services above and beyond the Estimated Work Time, negotiate an increase in Service Fees based on the estimated additional time needed to complete the Booking. Upon agreement to an increase in Service Fees, Business and User shall notify DingDone.

6.5. When a Booking is complete, Business will submit to the User and DingDone confirmation that the Booking is complete. So long as Business has completed the steps necessary to set up a direct deposit account and provided those details to DingDone, DingDone shall then remit payment to the Service Pro for each Booking via direct debit, or other payment methods (cash, cheques,…) less DingDone’s Booking Fee, in accordance with DingDone’s billing schedule as advised to Business from time to time.

6.6. Without limiting any other provision of this Agreement, DingDone may withhold and offset Job Fees by any amounts Business owes to DingDone or to a User in respect of any Services, including previous overpayments, refunds to Users, chargebacks, damages (including property damage) claimed by a User in respect of the Service Provider’s provision of a Service.  In the event that DingDone refunds or pays amounts to Users in excess of its payment to Business, Business will pay DingDone for such amounts within 30 days of DingDone’s request.

6.7. Except as specifically set out in this Clause 6, DingDone will retain all revenues derived from or in connection with its services.

7. BUSINESS CONDUCT

7.1. Without limiting any other provision of this Agreement, in connection with Business’s use of the Platform and provision of the Services, Business may not and agrees that it will not:

(a) contact a User for any purpose other than in connection with a Booking;

(c) impersonate any person or entity, or falsify or otherwise misrepresent itself or its affiliation with any person or entity;

(d) use the Platform to find a User and then complete a Booking independent of the Platform in order to circumvent the obligation to pay the Booking Fee or any other fees related to DingDone’s provision of the Platform;

(e) accept direct payment from the User, or attempt to directly charge the user for any services in connection with a Booking;

(f) without the written consent of DingDone, directly contract to provide services to a User outside of the Platform (and thereby exclude DingDone). Where such a direct relationship is formed without the consent of the Company, the Business agrees to pay to the Company 50% of the Service Fees that would have applied to had those services been undertaken as Bookings.

8. REPRESENTATIONS AND WARRANTIES

Business represents and warrants to DingDone that: (a) Business has the legal right to provide the Services that are contemplated by this Agreement in Qatar; (b) Business is fully-licenced (to the extent required by applicable law) and authorised to provide the Services contemplated by this Agreement within the jurisdiction in which Business intends to offer such Services, and has the required skill, experience, and qualifications to perform the Services; (c) Business shall perform the Services in a professional and diligent manner in accordance with best industry standards for similar services, including the completion of all Bookings referred to Business that it opts to book through the Platform; (d) Business shall perform the Services in accordance with all applicable Qatari laws, rules and regulations; and (e) all Personnel utilized in connection with the Services have the legal right to work in Qatar. Business acknowledges that its failure to comply with this clause 8 shall constitute a material breach of this Agreement.

9. INDEMNIFICATION

 9.1. Business shall defend, indemnify and hold harmless Ding Done and its affiliates and their officers, directors, employees, agents, successors, and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys’ fees) arising out of or resulting from: (a) bodily injury, death of any person, theft or damage to real or tangible, personal property resulting from Business’s acts or omissions; and (b) Business’s breach of any representation, warranty, or obligation under this Agreement and the Service Agreement.

9.2. The Services that Business provides pursuant the Service Agreement and are Business’s sole and absolute responsibility. DingDone is not responsible or liable for the actions or inactions of a User or other third party in relation to the Services provided by Business. Business acknowledges, therefore, that by using the DingDone Platform, Business may be introduced to third parties that may be potentially dangerous, and that Business uses the DingDone Platform and enter into any transactions with Users at its own risk.

10. INSURANCE

It is the sole responsibility of the Business to maintain in full force and effect adequate workers’ compensation, liability, and other forms of insurance, in each case with insurers reasonably acceptable to DingDone, with policy limits sufficient to protect and indemnify DingDone and its affiliates, and each of their officers, directors, agents, employees, subsidiaries, partners, members, controlling persons, and successors and assigns, from any losses resulting from the conduct, acts, or omissions of Business or Business’s Personnel, assistants, agents, contractors, servants, or employees.

11. TERMINATION

11.1. This Agreement shall be effective as of the date it is executed by Business and, except as stated in clause 11.4 below, shall remain in effect unless and until terminated as set forth in this clause 11 (the “Term”). Business understands that DingDone may temporarily deactivate Business’s profile on Platform in the event that Business is inactive on the Platform for more than 90 consecutive days. In such circumstances, DingDone shall reactivate Business’s profile upon request from Business.

11.2. The parties acknowledge that the term of this Agreement does not reflect an uninterrupted service arrangement, as this Agreement guarantees Business the right to choose when to make himself or herself available and each Booking referred and accepted is treated as a separate service arrangement.

11.3. Except as stated clause 11.4 below, DingDone and Business may terminate this Agreement, effective immediately upon written notice to the other party, in the event that other party materially breaches this Agreement. A material breach shall include, but not be limited to, the acts or omissions expressly defined in this Agreement as constituting a material breach, DingDone’s failure to timely remit Job Fees as described in these Terms, Business’s failure to complete a Booking he or she has booked on the Platform or if a Business cancels or reschedules two (2) or more Bookings he or she has booked on less than 2 hours’ notice prior to the applicable Booking start time within any twenty-eight (28) day period.

11.4. In addition to the foregoing, DingDone may instantly terminate the Agreement for any reason.

10.5. Upon termination of this Agreement for any reason, Business shall complete any outstanding Bookings Business has booked.

11.6. Upon termination of this Agreement, DingDone shall remain liable to pay to Business any due and payable outstanding earned Job Fees.

11.7. Notwithstanding any other language in this Agreement, the terms and conditions of this clauses 11 and clauses 6, 7, 8, 9, 11.4, 11.5, 12, 13, 14, 15, 16 and 17 shall survive the expiration or termination of this Agreement.

12. OTHER BUSINESS ACTIVITIES

Business may be engaged or employed in any other business, trade, profession, or other activity, with the exception of other web-based websites or similar apps to DingDone. Business shall not affirmatively solicit Users originally referred through the DingDone Platform to book Bookings through any means other than the DingDone Platform.

13. ASSIGNMENT

Business may not assign this Agreement, absent written authorisation by DingDone. DingDone may freely assign its rights and obligations under this Agreement at any time. This Agreement will inure to the benefit of, be binding on, and be enforceable against, each of the parties hereto and their respective successors and assigns.

14. PRIVACY

14.1. DingDone and Business agree to comply with all applicable data protection and privacy laws in Qatar. DingDone will collect, process, and store Business’s personal and business data solely for the purposes of operating the Platform, facilitating Bookings, and fulfilling legal obligations. Business acknowledges and agrees that certain data, including but not limited to Business name, contact details, and service history, may be shared with Users to facilitate service provision.

14.2. Business shall maintain the confidentiality of any personal data obtained through the Platform and shall not use such data for any purpose outside the scope of fulfilling a Booking. Business shall not retain, store, sell, or misuse any User’s personal information and agrees to delete such data upon completion of the Booking unless otherwise required by law.

14.3. In the event of a data breach involving personal information shared through the Platform, Business must notify DingDone within 24 hours of becoming aware of the breach and cooperate fully with any investigation or remedial actions undertaken by DingDone.

15. INTELLECTUAL PROPERTY

15.1. In this clause 15:

(a) “Platform Content” means all material, content and information made available on the Platform including but not limited to written text, graphics, images, photographs, logos, trademarks, audio material, video material and any other forms of expression; and

(b) “Intellectual Property Rights” means all present and future rights anywhere in the world in relation to copyright, trademarks, designs, patents or other proprietary rights, or any rights to registration of such rights whether existing now or in the future.

 15.2. The Platform Content is protected by copyright and DingDone reserves all Intellectual Property Rights which may subsist in the Platform Content and/or the Platform.

15.3. By entering into this Agreement, Business is granted a non-exclusive licence to:

(a) view the website ___www.dingdone.app______________________

(b) print pages from the website ___ www.dingdone.app____________ in its original form; and

(c) download any material from the website _____www.dingdone.app___ for caching purposes only.15.4. Business must not, without DingDone’s prior written consent which may be withheld at its absolute discretion:

(a) copy, republish, reproduce, duplicate or extract Platform Content;

(b) redistribute, sell, rent or licence any Platform Content; or

(c) edit, modify or vary the Platform Content.

15.5. Business acknowledges and agrees that some of the Platform Content may be provided by way of blogs or comments made by other users of the Platform, and that DingDone does not accept any liability for the accuracy of such information or your reliance on the same. The Platform Content is provided as general information only and is not intended to substitute or replace the advice of a duly qualified professional (where applicable).

16. USE OF PLATFORM

16.1. Business must not use, or cause this Platform to be used, in any way which:

(a) breaches this Agreement;

(b) infringes DingDone’s or any third party’s Intellectual Property Rights;

(c) is fraudulent, illegal or unlawful; or

(d) causes impairment of the availability or accessibility of the Platform.

16.2. Business must not use, or cause this Platform to be used, as a medium which stores, hosts, transmits sends or distributes any material which consists of spyware, computer viruses, worms, keystroke loggers, or any other malicious computer software.

16.3. The use of this Platform is at the Business own risk. The Platform Content and everything from the Platform is provided on an “as is” and “as available” basis without warranty or condition of any kind.

16.4. None of DingDone’s affiliates, directors, officers, employees, agents, contributors, third party content providers or licensors makes any express or implied representation or warranty about the Platform Content or website _www.dingdone.app____________.

16.5. The Platform and the Booking System are provided subject to limitations, delays, and other problems inherent in the use of the internet, mobile and electronic communications.  DingDone is not responsible for any delays, delivery failures, or losses or damage suffered by Business, directly or indirectly, in using the Platform or the Booking System.

17. Non-Compete:

17.1. During this Agreement, the Business agrees not to directly or indirectly:

(a) Provide services that are the same as or substantially similar to the Services offered through the DingDone Platform to any User outside of the Platform if such User was introduced to the Business through DingDone.

(b) Establish, operate, or engage with any competing platform, marketplace, or business that facilitates the booking of household services similar to those offered on DingDone within any district where DingDone operates.

(c) Attract or attempt to attract any Users, service providers, or other Businesses engaged with DingDone for the purpose of diverting business away from DingDone.

17.2. This clause does not restrict the Business from providing similar services through other platforms or independently, provided that such work does not involve Users introduced via DingDone or the use of confidential information obtained through the Platform.

17.3. If the Business breaches this non-compete clause, DingDone reserves the right to seek legal remedies, including but not limited to injunctive relief and monetary damages.

18. GENERAL PROVISIONS

18.1 If any provision of these Terms, or its application, is prohibited, void, illegal, or unenforceable in any jurisdiction, that provision shall be deemed severed only to the extent necessary to comply with the law of that jurisdiction, without affecting the validity, legality, or enforceability of the remaining provisions.

18.2 The invalidity, illegality, or unenforceability of any provision in a particular jurisdiction shall not affect its validity, legality, or enforceability in any other jurisdiction.

18.3 Any void, illegal, or unenforceable provision shall be severed from these Terms without affecting the enforceability of the remaining provisions.

18.4 These Terms shall be governed by and construed in accordance with the laws of the State of Qatar. Any disputes arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the Courts of the State of Qatar.

19. PRICING AND AMENDMENTS

19.1. If required; Business acknowledges and agrees that the pricing structure and commission fees applicable to services provided through the Platform shall be governed by the terms outlined in Appendix A – Pricing and Amendments.

19.2. DingDone reserves the right to modify the pricing structure, service fees, or commission rates in accordance with the provisions of Appendix A, subject to providing prior written notice to Business.

19.3. Business agrees to comply with all pricing policies as set forth in Appendix A, including restrictions on imposing additional charges on Users outside of the agreed Booking amount.

19.4. Any amendments to the terms of Appendix A shall follow the procedures set forth therein, including provisions regarding notice periods and the Business’s right to terminate in the event of disagreement with modifications.

19.5. If Appendix A is not implemented, Business and DingDone shall continue to adhere to the pricing structure established through the Platform at the time of each Booking.