This Services Agreement (the “Agreement”) is entered into between Baaza FZ LLC, a company incorporated in the United Arab Emirates (“Baaza”, “we”, “us”), and the service provider identified in the onboarding flow (the “Service Provider”, “you”, “your”).
Baaza provides a technology marketplace consisting of a website and a mobile application (collectively, the “Platform”) that enables Customers to submit requests for services and enables Service Providers to submit bids or quotations, be selected by Customers, and perform the requested Services. Baaza may, from time to time, introduce additional service categories, products, or features through the Platform, and unless Baaza expressly states otherwise, any such Services made available through the Platform shall be subject to and governed by this Agreement, as amended from time to time.
You accept and agree to be bound by this Agreement when you: (a) click “accept” or otherwise electronically agree; (b) create or access a Baaza account; or (c) use the Platform in any manner to submit bids, communicate with Customers, or provide any Services. If you are acting on behalf of a legal entity, you represent and warrant that you have full authority to bind that entity, and references to “you” include that entity.

1. Definitions

For the purposes of this Agreement, the following capitalised terms shall have the meanings set out below. Definitions apply equally to the singular and plural forms.
  • Affiliate means, with respect to an entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with that entity, where "control" means the direct or indirect ownership of more than fifty percent (50%) of the voting power or the ability to direct management or policies, whether through ownership, contract, or otherwise.
  • Customer means any individual or legal entity that accesses or uses the Platform to submit a request for Services, solicit bids or quotations from Service Providers, and/or enter into a direct service arrangement with a Service Provider.
  • Service Provider means the individual or legal entity identified in the onboarding flow and authorised by Baaza to offer and perform any of the Services through or in connection with the Platform.
  • Services means any services offered, bid on, agreed, and/or performed by a Service Provider through or in connection with the Platform, including without limitation: (a) moving services including without limitation moving, packing, unpacking, loading, unloading, transport, installation, dismantling, storage, disposal, and any ancillary or related logistics services; and (b) any other services introduced by Baaza from time to time through the Platform.
  • Platform means Baaza's proprietary digital marketplace, including its website and mobile application used solely to facilitate the listing of service requests, submission of bids, selection of Service Providers, and administrative management of interactions between Service Providers and Customers, and not for the provision of any Services.
  • Pilot Run means the initial testing and launch phase of the Platform during which Baaza makes the Platform available on a limited, experimental, or trial basis to validate functionality, workflows, user experience, and operational assumptions, during which features, pricing models, or processes may be incomplete, modified, or disabled.
  • Service Fee means any commission, subscription fee, or other amount that may be charged by Baaza in consideration for access to or use of the Platform and the Services.
  • Service Request means a Customer's request submitted through the Platform describing the scope, location, timing, and other requirements for the requested Services and inviting Service Providers to submit Bids.
  • Bid means a quotation or offer submitted by a Service Provider through the Platform in response to a Service Request, setting out the proposed price and scope for performing the requested Services.
  • Bid Acceptance means the Customer's acceptance of a Bid through the Platform.
  • Confirmed Order means a Service Request in respect of which a Bid has been accepted, resulting in a binding service arrangement between the Customer and the Service Provider.
  • Order Amount means the total amount displayed at checkout and payable upon Bid Acceptance in respect of a Confirmed Order, inclusive of the Service Provider's charges, any Platform fees, and applicable taxes, which amount is final and binding and reflects the agreed scope, including the items to be moved, number of boxes, number of personnel assigned, vehicle requirements, and the scheduled date and time or time slot.

2. Your Baaza Account

2.1 Eligibility
You represent, warrant, and undertake that you hold, and will maintain at all times while providing any Services and while this Agreement remains in effect, all trade licences, permits, approvals, registrations, and authorisations required to lawfully provide the respective Services in the United Arab Emirates. You shall comply, at all times, with all applicable laws, regulations, permits, and regulatory requirements governing the provision of the respective Services in the United Arab Emirates.
This includes, without limitation, laws and regulations relating to:
  1. trade licensing and permitted business activities;
  2. labour and employment, including visas, work permits, and labour contracts for your personnel;
  3. vehicle ownership, registration, insurance, and road safety;
  4. health and safety standards, including the provision and use of appropriate personal protective equipment;
  5. customs, quarantine, storage, and any location-specific or authority-specific requirements applicable to the respective Services.
You remain solely responsible for ensuring that your personnel are legally authorised to work in the UAE and are properly trained and equipped to perform the Services safely and lawfully.
Baaza may, at any time, request updated or additional compliance documentation, which you shall provide promptly. If any required licence or authorisation expires, is suspended, revoked, or cannot be verified, Baaza may immediately and automatically suspend or restrict your account or access to the Platform, without prior notice and without liability, until compliance is restored to Baaza's satisfaction.
2.2 Registration
To list or provide Services on the Platform, you must register and maintain an active Baaza account. You must provide, and keep up to date, accurate, complete, and current information, including without limitation:
  1. your legal entity name and registration details;
  2. trade licence and permitted business activities;
  3. registered and operating address;
  4. authorised representative details;
  5. bank account details (if applicable); and
  6. valid contact information.
Baaza may request supporting documentation at any time to verify the information provided. You acknowledge that Baaza may suspend, restrict, or terminate your access to the Platform, with immediate effect, if any information is inaccurate, misleading, outdated, incomplete, or cannot be reasonably verified.
2.3 Authorised Representative
The individual creating the Baaza account and accepting this Agreement represents and warrants that they are duly authorised to act on behalf of the Service Provider and to bind the Service Provider to this Agreement.
You confirm that all actions taken through the Baaza account by the authorised representative, or by any person using the account with or without your knowledge, are deemed to be actions of the Service Provider and are binding on you.
Baaza is entitled to rely on the authority of the authorised representative without further enquiry and bears no liability for any unauthorised or internal misuse of authority within the Service Provider's organisation.

3. Use of the Platform

3.1 Customer Service Request
Customers may post requests describing the scope, location (where applicable), preferred date and time or time slot, and any required supporting information, including photographs of the items to be moved, as required by the Platform.
3.2 Your Bid Submission
You may submit bids through the Platform in response to such requests. Each bid must clearly state the Order Amount payable by the Customer, and specify the agreed scope of the Services, including the number of personnel assigned and the number of boxes, and shall be inclusive of all applicable costs related to the Services, including labour, transport, packing materials, permits, insurance, and any applicable taxes.
3.3 Order Confirmation
Once a Customer accepts your Bid, it becomes a Confirmed Order, and a binding service arrangement is formed directly between you and the Customer. You agree to perform the Services at the agreed Order Amount.
3.4 Invoicing
For each Confirmed Order, the Service Provider shall issue an invoice to the Customer in accordance with applicable law, clearly detailing the Order Amount and the agreed scope of the Services, including, without limitation, the number of personnel assigned, number of boxes, vehicle requirements, date and time or time slot, and any applicable taxes.
3.5 Order Completion
A Confirmed Order shall be deemed completed only once the Service Provider has uploaded to the Platform clear and complete photographic evidence of all items moved as part of the Services, marked the Services as completed on the Platform, and such completion has been recorded and confirmed through the Platform's system.

4. Performance of Services

4.1 Scheduling, Access, and Permits
You are responsible for coordinating directly with the Customer to confirm scheduling, site access, and any requirements imposed by building management or local authorities. This includes ensuring that all required permits, approvals, or authorisations are obtained prior to performing the Services.
4.2 Service Standards
You agree to perform all Services in a professional, timely, and workmanlike manner, in accordance with industry standards and best practices, and in compliance with all applicable laws and regulations.

5. Platform Integrity.

5.1 Fair Use.
To preserve trust and fairness on the Platform, you agree that you will not:
  1. subcontract the Services to a third party without the Customer’s knowledge or Baaza’s approval where required;
  2. use the Platform to divert Customers for off-Platform future engagements initiated through Baaza;
  3. engage in deceptive, misleading, or dishonest conduct in connection with bids or Services; or
  4. misuse the Platform in a manner that harms Baaza’s reputation or the experience of other users.
5.2 Non-Circumvention and Platform Exclusivity.
The Service Provider shall not, directly or indirectly, bypass, circumvent, or attempt to bypass the Platform by soliciting, contacting, contracting with, or providing Services to any Customer first introduced through the Platform outside of the Platform, except as expressly permitted under this Agreement.
5.3 Customer and Service Provider Communication.
Prior to a Service Request becoming a Confirmed Order, the Service Provider shall not request, exchange, disclose, or use any direct contact details of a Customer (including phone numbers, email addresses, messaging handles, or social media accounts) and shall conduct all communications exclusively through the Platform. Once a Service Request becomes a Confirmed Order, the Service Provider may exchange direct contact details with the Customer solely to the extent reasonably necessary to perform the Confirmed Order. Such communications shall be limited to operational coordination and shall not be used to solicit, arrange, or perform any additional or future Services outside of the Platform. All Platform communications, including messages and chats, may be monitored, reviewed, recorded, and retained by Baaza for the purposes of Platform integrity, compliance with these Terms, prevention of circumvention, fraud detection, dispute review, and quality control. By using the Platform, you acknowledge and consent to such monitoring. Baaza’s monitoring of Platform communications does not constitute supervision, control, or responsibility for the Services or the Service Providers, and Baaza assumes no liability for the content of such communications.
5.4 Enforcement and Remedies.
Any breach of Clauses 3, 4 or 5 constitutes a material breach of this Agreement and may result in immediate suspension or permanent blocking of Platform access, and the pursuit of any other remedies available to Baaza under this Agreement or applicable law.

6. Fees, Payment and Taxes

6.1 Pilot Run
During the Pilot Run of the Platform, Baaza does not charge any Service Fee in connection with jobs booked through the Platform. Customers pay the Service Provider directly for its respective offered Service. Baaza does not issue invoices to Service Providers and does not collect, process, or handle any portion of the payment during the Pilot Run. The pilot-phase pricing structure is temporary and may be modified or replaced by Baaza at its discretion in accordance with this Agreement. The Pilot Run continues until Baaza formally notifies the Service Providers as per Clause 12.6 of this Agreement, that the Pilot Run has ended. Transition out of the Pilot Run does not affect existing rights or obligations accrued prior to such transition, except as expressly stated by Baaza.
6.2 Payments
During the Pilot Run, all payments for the respective Services are made directly between the Customer and the Service Provider.
You acknowledge and agree that:
  1. Baaza does not collect, process, hold, or transfer payments on your behalf;
  2. Baaza has no involvement in, and no responsibility for, payment timing, failed payments, refunds, chargebacks, credit card disputes, or payment-related disagreements; and
  3. the Customer relationship, including pricing, invoicing, receipts, and payment collection, is managed solely by you.
You must charge Customers only the amounts agreed through the Platform with the Customer and must not impose undisclosed or misleading charges.
6.3 Taxes
You are solely responsible for determining, collecting, reporting, and remitting any value added tax (VAT), corporate tax, withholding tax, or other taxes arising from the provision of the Services.
Baaza does not provide tax advice and bears no liability for your tax compliance. If Baaza is required by applicable law to collect or report any tax in relation to the Platform or future fees, it may do so in accordance with legal requirements.
6.4 Payment Disputes and Records
Any disputes relating to pricing, payment, refunds, or alleged overcharges are resolved directly between you and the Customer. Baaza may, at its discretion, facilitate communication between you and the Customer but has no obligation to intervene or resolve payment disputes. Repeated or unresolved customer complaints relating to pricing or payment practices may result in temporary suspension or permanent blocking of Platform access at Baaza's own discretion, including indefinitely, or until the issue is addressed.
6.5 Transition from Pilot Run
Baaza may introduce Service Fees, payment mechanisms, or revised commercial terms following the Pilot Run by providing notice as per Subclause 12.6. Continued access to or use of the Platform after such notice constitutes acceptance of the applicable fees and revised terms.

7. Cancellation Policy

7.1 Customer Cancellation
A Customer may cancel a Service Request at any time prior to Bid Acceptance without penalty. In such case, no Confirmed Order is formed and the Service Provider shall not be entitled to any compensation.
Once a Bid has been accepted and a Confirmed Order is formed, a Customer may cancel or reschedule the Confirmed Order without penalty only if such cancellation or rescheduling occurs at least twenty-four (24) hours before the scheduled service time. Rescheduling requests made less than twenty-four (24) hours before the scheduled service time may be accepted at the Service Provider's discretion.
Cancellations made less than twenty-four (24) hours before the scheduled service time, or cancellations occurring after the Service Provider has commenced preparation, mobilisation, outbound travel, arrival at the service location, or otherwise incurred time or costs, may result in a cancellation fee payable by the Customer.
Where the Customer has made any advance payment directly to the Service Provider outside the Platform, the Service Provider acknowledges and agrees that any refund, retention, or forfeiture of such payment is a matter solely between the Service Provider and the Customer, and Baaza bears no responsibility or liability in respect thereof.
If, after Bid Acceptance, the Customer (i) fails to appear at the agreed time or location; (ii) denies or fails to provide reasonable access required to perform the Services; (iii) cancels after the Service Provider has commenced outbound travel or mobilisation; or (iv) ceases responding to reasonable communications required for performance of the Confirmed Order (each, a "No-Show"), the Confirmed Order shall be deemed completed. In the event of a No-Show, the Customer remains liable for the Order Amount in full, waives any right to a refund, credit, or price reduction, and any dispute regarding payment or performance shall be resolved directly between the Service Provider and the Customer.
7.2 Service Provider Cancellation
A Service Provider may withdraw a Bid any time prior to Bid Acceptance, without penalty and without entitlement to any compensation.
Once a Bid has been accepted and a Confirmed Order is formed, the Service Provider shall not cancel the Confirmed Order.
Where a Service Provider cancels a Confirmed Order, or repeatedly cancels Confirmed Orders, Baaza may apply penalties including (without limitation):
  1. reducing visibility/ranking;
  2. warnings;
  3. temporary suspension;
  4. permanent blocking;
  5. withholding or reversal of incentives; and/or
  6. an administrative fee, where permitted and as notified in the App.

8. Insurance, Claims, Indemnity and Liability Allocation

8.1 Insurance Obligations
You are solely responsible, at your own cost, for maintaining appropriate and sufficient insurance coverage required for the lawful performance of the Services.
Such insurance must include, to the extent applicable to your operations:
  1. public and third-party liability insurance; and
  2. cargo or goods-in-transit insurance covering loss of or damage to Customers' property during packing, loading, transport, unloading, storage, or installation.
The scope, limits, and terms of such insurance must be commercially reasonable and consistent with industry standards for licensed Service Providers operating in the United Arab Emirates. The required insurance shall be appropriate to the nature of the Services provided by the Service Provider.
Baaza may request evidence of insurance coverage for verification or onboarding purposes. Any such request does not constitute approval, endorsement, certification, or assessment of the adequacy of the insurance, which remains your sole responsibility at all times.
8.2 Customer Claims and Property Damage
You are fully and exclusively responsible for any loss of, or damage to, Customer property arising out of or in connection with the Services, including as a result of negligence, improper handling, inadequate packing, failure to follow agreed instructions, or acts or omissions of your personnel or subcontractors.
All claims, complaints, or disputes relating to property damage, loss, delay, or service quality are handled directly between you and the Customer. You agree to address such claims promptly, professionally, and in good faith.
Baaza does not assess, adjudicate, settle, or assume responsibility for Customer claims. Any assistance provided by Baaza is limited to facilitating communication and does not create any obligation, duty, or liability on Baaza.
8.3 Indemnity
You agree to defend, indemnify, and hold harmless Baaza, its Affiliates, and their respective directors, officers, employees, agents, and contractors from and against any and all claims, demands, actions, losses, damages, liabilities, penalties, fines, costs, and expenses (including reasonable legal fees) arising out of or related to:
  1. the performance or non-performance of your respective Services;
  2. any breach of this Agreement or any representation, warranty, or undertaking made by you;
  3. any violation of applicable laws, regulations, or third-party rights;
  4. any injury, death, or property damage involving your personnel, subcontractors, Customers, or third parties; or
  5. any dispute between you and a Customer, including payment, refund, or service-related claims.
This indemnity survives termination or expiry of this Agreement.
8.4 Platform Role and Allocation of Liability
Baaza does not itself provide the respective Services, does not act as a carrier, freight forwarder, mover, or agent for either party, and does not control the Service Providers' performance.
Service Providers act as independent contractors and remain solely responsible for their acts and omissions, including any loss of or damage to property, personal injury, or death arising out of or in connection with the performance of the Services.
Baaza shall not be liable for any loss, damage, injury, or death caused by the acts or omissions of a Service Provider, its personnel, or subcontractors, except to the extent such liability arises directly from Baaza's own breach of this Agreement or applicable law.
Baaza is not a party to the contract entered into between the Service Provider and the Customer and assumes no responsibility for obligations arising from that relationship.

9. Compliance Obligations

9.1 Data Protection and Privacy
To the extent that you process personal data in connection with the Services, Baaza acts as the data controller and you act as a data processor, as those terms are defined under applicable data protection laws, including the EU General Data Protection Regulation (EU) 2016/679 (GDPR), where applicable. You shall:
  1. process personal data solely for the purpose of performing the Services and strictly in accordance with this Agreement, Baaza's Privacy Policy, and any documented instructions provided by Baaza;
  2. ensure that any personnel authorised to process personal data are subject to appropriate confidentiality obligations;
  3. implement appropriate technical and organisational measures to protect personal data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure, or access;
  4. not disclose, sell, share, or otherwise use personal data for marketing or any purpose unrelated to the Services;
  5. promptly notify Baaza upon becoming aware of any actual or suspected personal data breach affecting Customer data and cooperate fully in investigating, mitigating, and remediating such breach;
  6. reasonably assist Baaza in responding to data subject requests, regulatory inquiries, or compliance obligations under applicable data protection laws; and
  7. upon completion of the Services or termination of this Agreement, delete or securely return all personal data in your possession or control, unless retention is required by applicable law.
You acknowledge that the collection and use of personal data through the Platform are further governed by Baaza's Privacy Policy and Cookie Policy, which form an integral part of the contractual framework governing use of the Platform.
Baaza reserves the right to require execution of a separate data processing addendum where required by applicable law.
9.2 Confidentiality
For the purposes of this Agreement, "Confidential Information" means any non-public information disclosed by or on behalf of Baaza to the Service Provider, whether in written, electronic, oral, or other form, that relates to Baaza, the Platform, its technology, systems, pricing, customers, commercial arrangements, policies, analytics, documentation, or business operations, and that is designated as confidential or would reasonably be understood to be confidential by its nature. You shall:
  1. keep all Confidential Information strictly confidential;
  2. use Confidential Information solely for the purpose of performing your obligations under this Agreement; and
  3. not disclose Confidential Information to any third party except to your employees or contractors who have a strict need to know for the purposes of this Agreement and who are bound by confidentiality obligations no less protective than those set out herein.
Confidential Information does not include information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) was lawfully known to you prior to disclosure by Baaza; or (iii) is independently developed by you without reference to Confidential Information.
You may disclose Confidential Information where required by applicable law or a competent authority, provided that, where legally permitted, you give Baaza prompt notice of such requirement.
Upon termination or expiry of this Agreement, you shall promptly return or permanently delete all Confidential Information in your possession or control, except where retention is required by applicable law.
This Clause survives termination or expiry of this Agreement.

10. Intellectual Property

10.1 Baaza Intellectual Property and Marks
All intellectual property rights in and to the Platform, including its software, design, content, features, functionality, and Baaza's trade names, trademarks, logos, and brand elements (collectively, the Baaza Marks), are owned by or licensed to Baaza.
Subject to compliance with this Agreement, Baaza grants you a limited, non-exclusive, non-transferable, revocable licence to use the Baaza Marks solely for the purpose of identifying yourself as a Service Provider for your respective Services listed on the Platform.
You shall:
  1. use the Baaza Marks strictly in accordance with Baaza's brand guidelines, as updated from time to time;
  2. not alter, modify, distort, copy, or create derivative works from the Baaza Marks; and
  3. not use the Baaza Marks in a manner that implies endorsement, partnership, agency, or affiliation beyond participation on the Platform.
All goodwill arising from use of the Baaza Marks inures exclusively to Baaza.
10.2 Service Provider Marks and Promotional Use
You grant Baaza and its Affiliates a non-exclusive, worldwide, royalty-free, revocable licence to use your trade name, logo, and trademarks (the "Service Provider Marks") solely for the purpose of:
  1. identifying you as a Service Provider on the Platform; and
  2. marketing, promotional, investor, and informational materials relating to the Platform and Baaza's services.
Baaza shall not materially alter the Service Provider Marks, except as reasonably required for formatting or display, and shall cease use of the Service Provider Marks upon termination of this Agreement, except where continued use is required for archival, legal, or regulatory purposes.

11. Account Security, Platform Availability and Reviews

11.1 Account Credentials and Security
You are responsible for maintaining the confidentiality and security of all usernames, passwords, access keys, and other credentials associated with your Platform account, as well as for all activities conducted through your account.
You must notify Baaza promptly upon becoming aware of any actual or suspected unauthorised access to or use of your account. Baaza may, at its discretion, suspend, restrict, or revoke access to the Platform where it reasonably believes that account security has been compromised or that unauthorised use has occurred.
Baaza shall not be liable for any loss or damage arising from unauthorised access to your account, except to the extent such loss results directly from Baaza's own breach of this Agreement or applicable law.
11.2 Platform Availability and Modifications
The Platform is provided on an "as available" basis. Baaza does not guarantee that the Platform will be uninterrupted, timely, secure, or error-free.
Baaza may, from time to time, carry out maintenance, upgrades, updates, security measures, or other modifications to the Platform, and may temporarily suspend or restrict access to all or part of the Platform for operational, technical, or security reasons.
To the extent permitted by applicable law, Baaza shall not be liable for any loss, damage, or inconvenience incurred as a result of Platform unavailability, suspension, or modification, provided that such unavailability does not arise from Baaza's wilful misconduct or material breach of this Agreement.

12. Reviews, Ratings, and Feedback

Following completion of a Confirmed Order, Customers may submit ratings and written reviews relating to your Services through the Platform. Reviews and ratings are final and cannot be edited or deleted.
Baaza may, at its discretion, monitor and moderate reviews and ratings. Where Baaza reasonably determines that reviews or ratings indicate poor service quality, repeated Customer complaints, or conduct that may harm Customers, the Platform, or Baaza's reputation, Baaza may suspend or restrict the Service Provider's account, listings, or access to the Platform, in whole or in part, without prior notice and without liability.
You shall not manipulate, influence, suppress, or retaliate in relation to any review or rating.
Reviews and ratings are user-generated content submitted by Customers. Baaza does not verify or endorse them and assumes no liability for their content, except as required by applicable law.

13. Term and Termination

13.1 Term
This Agreement commences on the date you first register for or access a Baaza account and continues until terminated in accordance with this Clause 13.
13.2 Termination or Suspension by Baaza
Baaza may suspend, restrict, or terminate your access to the Platform, in whole or in part, with immediate effect and upon notice, if: (a) you breach this Agreement or any incorporated policy; (b) you violate applicable laws or regulatory requirements; (c) your conduct reasonably threatens Customer safety, trust, or experience; (d) your actions or omissions expose Baaza to legal, regulatory, or reputational risk; or (e) Baaza reasonably believes that continued access to the Platform may result in harm to Customers, third parties, or Baaza. Baaza may also terminate this Agreement without cause by providing thirty (30) days' written notice to you.
13.3 Termination by Service Provider
You may terminate this Agreement without cause by providing thirty (30) days' written notice to Baaza.
During the notice period, you must:
  1. continue to perform all accepted and ongoing Confirmed Order(s) in accordance with this Agreement;
  2. not accept new Service Request(s) unless expressly permitted by Baaza; and
  3. settle any outstanding obligations arising under this Agreement.
Baaza may, at its discretion, waive all or part of the notice period where it determines that an earlier termination will not adversely affect Customers or Platform operations.
13.4 Effect of Termination
Upon termination or expiry of this Agreement, for any reason: (a) you shall immediately cease using the Platform and accessing your Baaza account, except to complete any permitted wind-down activities approved by Baaza; (b) you shall remove any references to Baaza, the Platform, and the Baaza Marks from your websites, materials, and communications; (c) you shall promptly return or permanently delete any Confidential Information or personal data in your possession, except where retention is required by applicable law; and (d) all licences granted to you under this Agreement shall automatically terminate.
The provisions of this Agreement which by their nature or express wording are intended to survive termination shall survive, including without limitation clauses relating to indemnity, limitation of liability, intellectual property, data protection, confidentiality, and non-solicitation.

14. Dispute Resolution and Governing Law

This Agreement, and any dispute, claim, or controversy arising out of or in connection with it, including any question regarding its existence, validity, interpretation, performance, breach, enforcement, payment or termination, shall be governed by and construed in accordance with the laws of the United Arab Emirates as applied in the Emirate of Dubai.
The parties hereto irrevocably agree that Dubai Courts shall have exclusive jurisdiction to settle any such dispute, claim, or controversy, and each party waives any objection based on venue, forum non conveniens, or lack of jurisdiction.

15. Miscellaneous

15.1 Independent Contractor
The parties hereto are independent contractors. Nothing in this Agreement creates, or shall be deemed to create, any partnership, joint venture, agency, fiduciary, or employer–employee relationship between Baaza and the Service Provider. You have no authority to bind Baaza, represent Baaza, or incur any obligation, liability, or commitment on Baaza's behalf, whether expressly or by implication.
15.2 Assignment
You may not assign, transfer, novate, or otherwise dispose of this Agreement or any of your rights or obligations under it without Baaza's prior written consent. Baaza may assign or transfer this Agreement, in whole or in part, to an Affiliate or in connection with a merger, reorganisation, sale of assets, or similar corporate transaction, upon notice to you.
15.3 Entire Agreement and Amendments
This Agreement, together with any documents or policies incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, representations, or understandings, whether written or oral. Baaza may amend or update this Agreement from time to time by publishing revised terms on the Platform and providing notice to you. Any such amendments shall become effective on the date specified in the notice or, if no date is specified, upon publication. Your continued access to or use of the Platform after such notice constitutes acceptance of the amended Agreement.
15.4 Severability
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, unlawful, or unenforceable, such provision shall be severed and, to the extent possible, replaced with a valid and enforceable provision that most closely reflects the parties' original commercial intent, and the remaining provisions shall continue in full force and effect.
15.5 Waiver
Any failure or delay by Baaza in exercising or enforcing any right, remedy, or provision under this Agreement shall not operate as a waiver of that right, remedy, or provision, nor shall it prevent Baaza from exercising any such right or remedy at a later time.
15.6 Notices
Any notice or other communication to be made under or in connection with this Agreement (each a Notice) shall be made in writing and in the English language. Any communication to be made between the Parties under or in connection with this Agreement shall be made by email to the email address associated with the recipient's Baaza account. Notices shall be deemed received on the date of transmission, provided that no delivery failure notice is received. You are responsible for ensuring that your contact details in your Baaza account remain accurate and up to date. Baaza shall not be responsible for any failure to receive notices resulting from outdated or incorrect contact information.
15.7 Counterparts
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same agreement.