Term of Use
INTRODUCTION: The Dialus service is provided by Dialus IT & Communications, a company incorporated in kuwait and having its office at Riyadh. Dialus carries the business of providing information about product, services and the vendors of the products and services (information) in selected towns and cities in kuwait. The objective is to provide a quicker guide for up-to-date information in a user friendly manner and via medium that the end user is comfortable with. The end user of the services are persons who want to purchase goods/ avail services and are seeking information about the vendors of such goods and services.
2) SUBSCRIPTION: Business houses/small medium enterprises/ corporate entities/semi-corporate entities/establishments in order to promote their company/business and offerings on the service may subscribe to advertise on the service. Dialus will provide information about the subscribers to users in the manner provided for in these Terms.
3) TERMS OF SERVICE: These Terms of Service set forth the terms and conditions under which the Advertisers (the person mentioned in page 1 of these terms) may be identified as a vendor to users and shall come into effect upon as the Advertiser of any authorized agent of the Advertiser signing and delivering these terms to Dialus. These terms will override any letter of correspondence exchanged between the parties on the subject matter hereof. These terms shall be valid and effective for one year from the effective date identified in page no.1 may be renewed by the Advertiser by a written request of renewal with the fees as stipulated by Dialus. No renewal shall be effective unless the fees and charges determined in the manner provided for in these terms are remitted by the Advertiser.
4) INFORMATION DISSEMINATION: Dialus currently disseminates information to the users over three mediums. Viz., telephone, internet, SMS. Dialus may, at its discretion cease providing information over any of the above medium, provide information over other mediums or modify the manner in which information is provided from time. The terms and manner in which information is disseminated to users is set forth in www.dialus.com. Dialus reserves the right to charge user for the service. In relation to the internet, Dialus will provide information about subscribers (as defined below) and other vendors by providing a link to the subscribers website/webpage and may also provide a virtual number that the user may call a subscriber.
5) PRIORITY OF INFORMATION ABOUT VENDORS: For Dialus, providing information that is relevant to the user is a priority. The user has to identify the location and category in respect of which he is seeking information and Dialus will provide the information based on such choice. Amongst the vendors who fall within the parameters identified by the user. Information about subscribers registered with Dialus (Subscribers) is first provided. The Advertiser is one such subscriber. Reference to Subscribers in these Terms shall include a reference to Advertiser. Priority among Subscribers is determined in the manner provided for in these Terms. Nothing in these terms shall be deemed restrict or prevent Dialus from providing users with Information about other vendors.
6) BID MODELS: a) Each Subscriber has to register with Dialus by signing these Terms and providing all information set forth in page 1 of these Terms. Dialus reserves the right to charge an annual fee or a registration fee. At the time of registration, the Advertiser has to deposit a minimum of a pre-determined amount (Deposit) to Dialus. The Deposit may be enhanced/ reduced by Dialus from time to time by notice to the Advertiser. Upon a notice of enhancement, Advertiser shall deposit the additional amount required to be paid by it within fourteen days from the date of receipt of the notice. The Deposit will be adjusted against leads (as defined below) provided to the Advertiser as set forth in these terms.
b) As per of the registration process, the Advertiser must identify the business category in which he shall wants to be listed (category) and agree to pay per Lead/Call/Click generated by Dialus. A lead is generated when (i) in relation to Telephone and SMS when Dialus communicates information about the Advertiser to User upon a request by the User for Information and (ii) in relation to the Internet when (a) a user click on link to the Advertiser's website/webpage or (b) makes a call to the virtual number provided in relation to the Advertiser on www.dialus.com. The amount that a Subscriber agrees to pay per Lead/Call/Click is referred to as Bid. Each Subscriber shall determine the Bid it makes. The Advertiser shall make the Bid separately in respect of each medium. Currently the mediums available are telephones, SMS and internet.
c) The bid that each subscriber makes cannot be lower than the base amount determined by Dialus from time to time (Base Bid Amount) by notice to the Subscriber. Upon Dialus revising the Base Bid Amount, all Bids lower than such revised Base Bid Amount shall deemed to be increased to the Base Bid Amount. In relation to the information provided over the Internet, each Subscriber has to make a separate Bid in relation to (a) users clicking on the Advertiser's link and (b) for users, by calling on the virtual telephone number that will connect the user to the Advertiser.
d) Upon any user seeking information relating to three or four subscribers (or such greater number as the user determines) who fall within the parameters identified by the user in terms of category and location is provided to the user. The priority of subscribers is determined based on the bid of each subscriber, with the highest bid getting the first priority followed by other subscribers in the descending order of the bid. The Advertiser understands that the priority in respect of each medium may be different and will be based on the bids made by each subscriber. The Advertiser also understands that Dialus may provide information about vendors who have chosen not to be Subscribers, if the same is most relevant to the user. In relation to the internet, Advertiser understands that a larger list of subscribers and users will be available to the user instantly.
e) Notwithstanding the bid made by the subscribers, the bid of the highest Advertiser shall be deemed to be an amount that is SAR.1/-(Riyal one only) higher than bid of the second highest Advertiser. The bid of all other subscribers (including the second highest subscriber) shall remain the same.
f) Upon each lead that Dialus generates for the Advertiser, an amount equal to the bid of the Advertiser shall be reduced from the deposit. Upon the deposit falling below a base minimum amount (Base Deposit), Advertiser has to top up to the minimum deposit amount. Dialus may also enhance/reduce the Base Deposit from time to time by notice to Advertiser. Advertiser will not be considered as a Subscriber upon the deposit placed by him, falling below the Base Deposit and Dialus will have no obligation to provide information about Advertiser to any user.
g) The base deposit and base bid amount may vary based upon the city/town, medium, category and such other parameters as may be identified by Dialus
h) The Advertiser may determine the amount of money it wishes to be charged per day (Threshold). Upon threshold being reached on a given day, no more leads shall be provided by Dialus to such Advertiser. Thereafter, the priority of subscribers shall be determined based on the bids of other subscribers. If the subscribers who made the highest bid reach the threshold that he has identified. Subscriber making the second highest bid will become the subscriber with the highest bid for that day and shall pay SAR.1/-(Riyal one only) more than the bid of subscriber making the next highest bid per lead. The same principle will apply upon the subscriber making the second highest bid also reaching the threshold identified by him for the relevant day and so on. Notwithstanding the generality of the above, in the event of a subscriber receiving the maximum number of leads prescribed by him per day, Dialus may continue to provide leads to the subscriber without reducing from the deposit the bid amount in respect such further leads.
i) Dialus will periodically update the Advertiser about the Deposit amount remaining. Advertiser may change the bid amount or the Category applicable to him by notify Dialus through email, fax or online on www.dialus.com.
j) The Contract would be valid for number of leads mentioned on the page no. 1 or for a period of 1 year whichever is earlier.
7) TENURE MODEL: a) Under this model each Subscriber shall pay the annual fee subject to the same, being higher than the base annual fee as determined by Dialus. Separate fee shall be payable in respect of each medium.
b) The priority of Subscribers shall be determined by the annual fee paid by each Subscriber, with the Subscriber paying the highest fee getting priority over the next highest Subscriber and so on.
c) The Contract would be valid for Period of 1 year or number of leads mentioned on the pages no. 1 whichever is earlier.
8) CHOICE OF MODEL: Dialus shall be free to determine the model, i.e... Either it would be the bid model or the tenure model. The choice of the model may vary from Category to Category and Location to Location.
9) NO GUARANTEE OF BUSINESS:No guarantee is given by Dialus that leads will be generated by it to the Advertiser of that any of such leads will translate into business for the Advertiser. Advertiser understands that Dialus only obligation is to provide Leads in the manner provided for in these Terms upon users asking for information.
10) NO MARKETING: Dialus is not obliged and does not market the offerings of Advertiser and shall not be obliged to recommend Advertiser to users.
11) INDEMNIFICATION: Advertiser shall indemnify and should harmless to Dialus. Its affiliates directors, officers, agents and employees from any claim, loss, or damage, including Attorney's fees asserted by any third party including any user due to (or) arising out of any action or inaction of Advertisers, its employees or agents.
12) ADVERTISER OBLIGATIONS: Advertiser agrees to make all payments due to Dialus in a timely and efficient manner and shall ensure that cheques issued do not bounce. Advertiser shall not issue stop payment instructions in respect of such cheques. Dialus reserves the right to take action under the in respect of bounced cheques or take any other action available in law. Advertiser represents that (i) it is a bonafide business organization carrying on business in relation to the items disclosed to Dialus. (ii) it has the rights to use the trademarks it claims to have rights to use, (iii) the business carries on by Advertiser should not violate or infringe upon any law or regulation and all registrations required for carrying on business have been procured by it, and (iv) all information provided to Dialus is, and shall be at all times be accurate & complete.
13) DISCLAIMER AND LIMITATION OF LIABILITY: To the fullest extent permitted by law, Dialus disclaims all warranties, express or implied, including without limitation for non-infringement, merchantability, satisfactory quality and fitness for purpose. To the fullest extent permitted by law, Dialus disclaims all guarantees regarding accurate positioning of the Advertiser in relation to the priority of the bids. Advertiser understands that there may be errors in the same. Neither party will be liable for any consequential, special ,indirect, exemplary, or punitive damages (including without limitation loss of profits, revenue interest, goodwill ) whether in contract, tort (including negligence) or any other legal theory, even if advised of thee possibility of such damages and notwithstanding any failure of essential purpose or of any remedy; Each party's aggregate liability to the other is limited to amounts paid or payable to Dialus by Advertiser for the preceding twelve months from the date of the claim.
14) TERMINATION: a) If Dialus or Advertiser (Defaulting party) commits a breach of duty owned to the other party (Other Party) the Other Party may call upon the Defaulting Party to rectify the breach within twenty-one days of the receipt of notice failing which Other Party may terminate the relationship between Advertiser and Dialus by a further notice to the Defaulting Party. Complaints from users about the quality and responsiveness of Advertiser shall be a cause for termination by Dialus.
b) Termination of the relationship shall also not prevent Dialus from listing the Advertiser as a vendor and disseminating Information to users.
c) Upon termination of this Agreement, either by efflux of time or by determination under this Clause (14) the Deposit placed by the Advertiser (as reduced by the Leads) shall be retained by Dialus towards the services rendered to the Advertiser. Under no circumstances, Advertiser shall be entitled to claim a refund of amounts paid to Dialus.
d) If there is a disagreement over any new policy introduced by Dialus IT & Communications.
15) NOTICES: Notices shall be sent by email or facsimile to the facsimile number/ email addressed notified by Dialus/Advertiser from time to time and shall be followed by notice by registered post/reputed courier.
16) MODIFCATION TO TERMS OF SERVICE: Dialus reserves the right to change these Terms of policies relating to the service at any time. Changes to these terms shall come into effect upon notice to Advertiser
17) GENERAL: a) Dialus opinion on all issues pertaining to the interpretation of these terms shall be final and binding on Advertiser.
b) The relationship between Dialus and Advertiser is governed by the laws of kuwait and exclusive jurisdiction of the courts in Riyadh.
c) Advertiser agrees that no joint venture, partnership, employment, or agency exist between Advertiser and Dialus.
d) Dialus is subject to existing laws and legal process and nothing contained in these terms is in derogation of Dialus right and obligation to comply with the law or governmental, court and requests of enforcement agencies.
e) If any part of these Terms are held to be invalid round enforceable including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and is nevertheless valid and enforceable and the remainder of these Terms shall continue in effect.
f) Advertiser may not assign any rights or obligation against Dialus without Dialus's prior written consent. Dialus reserves the right to transfer any right or obligation against Advertiser upon notice to Advertiser. Upon such assignments the assignee shall be bound by these Terms in the same manner as Dialus and shall cease to have any liability to Advertiser.
g) Dialus shall not be responsible for any delay or deficiency due to any force major events such as natural disasters; acts of terrorism, civil labor strike etc.
h) Nothing in these Terms obliges Dialus to provide any credit Advertiser.
18) ARBITRATION: All disputes, differences and/or claims arising out of this Terms of Services shall be settled by Arbitration in accordance with the provision s of Arbitration and Conciliation Act, any statutory amendment thereof. The Dispute shall be referred to the Sole Arbitration who shall be appointed by the Authorized person/Director of Dialus. The Advertiser shall not challenge the nomination of Arbitrator of his award on the ground that the nomination is made by Authorized person/Director of Dialus .The Arbitration proceedings shall be held at Riyadh and the arbitration shall be conducted in Arabic Language. The award of the arbitration shall be final and binding on the Advertiser and Dialus.