Service Agreement

These Terms and Conditions (hereinafter, together with all the documents annexed hereto and forming an integral part hereof, referred to as the “Service Provider T&C”) is effective once signed by the Service Provider approved by One Global via email confirmation after submitting the required documents and details (hereinafter the “Effective Date”) by and between:

One Global Holding INC,
Head Office, 1810 Ironstone Drive,
Burlington, ON, L7L 5V3,
hereinafter referred to as One Global/OG.

And

The Service Provider/You hereinafter referred to as SP/You.

Individually referred to as a “Party” and collectively as the “Parties”,

1. BACKGROUND

WHEREAS, One Global is a company having diversified business interests around the globe with its offices in Kuwait, Bahrain, Jordan, Egypt, Uganda, India, Canada, and the USA, located strategically to help us serve our clients and deliver the best expertise effectively and efficiently.

The Service Provider manages the complete delivery cycle of DNA Test kits, from SP location to the End customer (based on the order made through Og Health Application), collection, and its shipment to the supplier.

Whereas the Parties are concluding this Service Agreement with the intention to enter into a partnership to target new incremental business with End users (customers) based in Og Health Operating Countries (“Territory”, particular focus will be given to those end customers that are based in Territory, which can benefit from the joint capabilities and portfolio of One global and the Service Provider.

THEREFORE, in consideration of the mutual promises set forth below, the receipt and sufficiency of which is hereby acknowledged, One Global and the Service Provider agreed as follows:

2. DEFINITIONS

“Confidential Information” means (a) information expressly or implicitly marked or disclosed as confidential; (b) information traditionally recognized as proprietary trade secrets; (c) all forms and types of financial, business, scientific, technical, economic, or engineering information including patterns, plans, compilations, program devices, formulas, designs, prototypes, methods, techniques, processes, procedures, programs, or codes, whether tangible or intangible, and whether or how stored, compiled, or memorialized physically, electronically, graphically, photographically, or in writing, which may be identified with the legend “CONFIDENTIAL”; and (d) all copies thereof.

(Service Provider) means the Second Party hereof/the clinic.

(Supplier) means the company providing the Genetic/Microbiome Test Kits and results.

(End-Users) means the Clients requesting the service through One Global’s app (Og Health).

(Person/s) shall include natural and legal persons (entities).

3. SCOPE OF COOPERATION

The purpose of this Agreement is to outline the scope and purpose of the Partnership for both Partners to have clarity on the direction of the relationship. Core principles of the agreement shall include:

  • 3.1 The end customer and customer requirements come first, and both parties agree jointly to focus on meeting those requirements and winning and delivering the services mentioned herein and the business in a commercially acceptable way.
  • 3.2 Both parties will build trust and work professionally, co-operatively, transparently, and openly with each other, sharing responsibilities as set out herein, so that we operate as one team.
  • 3.3 Both parties will work together to forecast demand on a regular basis.
  • 3.4 The above goals will be accomplished by undertaking the following activities:
    • 3.4.1 Parties may with prior written consent look at opportunities to expand media campaigns on Facebook and other social media channels.
    • 3.4.2 To discuss the common grounds of such a partnership for which they will agree to cooperate in order to provide quotations, technical specifications, pricing information, Networking, products, and any IT related services.
    • 3.4.3 In the initial phase of this agreement, the parties will identify and agree on several target accounts where the Service Provider relationship with its end customer will allow it, on behalf of both parties, to drive for a new and net incremental business that utilizes One Global and Service Providers capabilities.

4. Roles and Responsibilities:

4.1 One Global shall be responsible for the following:

  • Make ‘Og Health’ application available in the App Store and Play Store for the end-users.
  • One Global define the products for the end-users and arrange sufficient stock of the products to the Service Provider.
  • One Global decides the unit selling price of the product. All the other charges associated with the Service Provider will be assigned to the product by mutual agreement on the pricing. Refer to Section (19).
  • Provide access for the Service Provider to Og Health CMS (Content Management System) which will provide the Dashboard, with the required information for any customer orders, Managing the kit delivery to end-users, uploading the shipment details and kit serial number, Shipping address for the Suppliers, Settlement History and the available Genetic/Microbiome Kits.
  • Supply the Test Kits to the Service Provider, proactively, or based on the direct request to the Og Health Business Owner.
  • Collect the total fees from the end-users and do the settlement with the Service Provider (in case of Online Payments).

4.2 Service Provider shall be responsible for the following:

  • Provide the best services to One global client(s).
  • Upon receiving the orders from customers.
    • Contact them immediately via Phone (within 24 hours of order)
    • Schedule the Kit delivery to, and collection of the Kit(s)/sample(s) from the Client(s).
    • Enter the Test Kit Serial numbers as per the consent signed by the customers.
    • Send the test kits to the Supplier address (provided by One Global) and submit the Shipment invoices separately (offline) to One Global for its settlement.
  • Properly manage and update the CMS based on the set behaviors as per the Og Health system.
  • To provide all the mandatory required documents and approvals in the registration stage.
  • To provide the updated version of the supporting documents and regulatory approvals that are limited by time before the expiry date of such documents or approvals.
  • To provide the agreed-upon services set forth herein only through the App (Og Health) and to abstain from conducting the business directly with the Supplier or the Supplier’s employees, shareholders, executives, or any other affiliated Persons without the prior written consent of One Global.

5. CONFIDENTIALITY

During both the term of this Agreement and thereafter, notwithstanding termination of this Agreement, Parties agreed that:

  • 5.1 The receiving Party will not use Proprietary Information of the disclosing Party except for the purposes expressly set forth in this Agreement
  • 5.2 The receiving Party will not disclose Proprietary Information to others (except to its employees, consultants, agents, and potential and actual collaboration partners, and contract manufacturers, who reasonably require same for the purposes of this Agreement and who are bound to the receiving Party by like obligations as to confidentiality) without the express written permission of the disclosing Party.
  • 5.3 The receiving Party may disclose Proprietary Information to the extent such disclosure is reasonably required by law or judicial order; provided, however, that the Party required to make such disclosure shall seek confidential treatment of the Proprietary Information to the fullest extent possible and shall give the other Party prompt written notice thereof and opportunity to seek protective treatment of the Proprietary Information.
  • 5.4  The confidentiality obligations in this Section 5.4 shall not apply to the extent that the Proprietary Information or information created pursuant to this Agreement is a necessary or appropriate part of the information and data submitted for purposes of regulatory approval (including, but not limited to export) of the Product or the Product Procurement; provided; however, that to the extent practicable such submissions shall be made on a confidential basis. Such a regulatory disclosure shall in no way be interpreted as public disclosure.
  • 5.5 The Parties recognize that Proprietary Information may be included in proposals to the customers in support of the Business and that such disclosures are authorized under this Agreement, so long as appropriate confidentiality protection markings are used and any other appropriate measures are taken to ensure the protection of the disclosed Proprietary Information.
  • 5.6 The confidential and non-use obligations under this Section 5 4 shall extend for the term of this Agreement and five years thereafter.
  • 5.7 Nothing in Section 5.4 hereof shall be construed to prevent either Party from disclosing to affiliated companies Proprietary Information obtained from the other Party during this Agreement, provided that such Proprietary Information is used in a manner consistent with this Agreement, and further provided that said affiliated companies are bound by a like confidentiality obligation with respect to such Proprietary Information.

6. TERM AND TERMINATION

This Agreement shall become effective on the Effective Date and shall continue for an initial term of (5) years unless terminated in writing by a Party providing no less than 90 (Ninety) calendar days’ prior written notice to the other Party of its intent to terminate this Agreement.

7. INTELLECTUAL PROPERTY RIGHT

  • 7.1 The parties acknowledge that all intellectual property, including any improvement therefrom, pertaining to One Global’s Systems, its underlying technology, the Patent application and any other national or international patent application resulting therefrom, and all other applications of the Technology, are and shall remain the entire and exclusive property of One Global and the realization of the Agreement shall not in itself confer a license or a right in favor of the Service Provider.
  • 7.2 The provisions of this Article shall survive the termination of this Agreement.

8. INDEMNIFICATION

Both Parties agree to hold harmless and indemnify each other from any and all liability, arising out of the breaching Party’s negligence, whether it be sole or in concert with others, in connection with the performance of the services described herein.

9. GOVERNING LAW AND DISPUTE RESOLUTION

  • This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (“Dispute”) shall be governed by and construed in accordance with the laws of Canada.

10. REPRESENTATIONS AND WARRANTIES

Each Party represents that the execution, delivery, and performance by such Party to this Agreement:

  • 10.1 has been duly authorized and are within each such Party’s authority and powers.
  • 10.2 has been duly authorized by all necessary corporate or other action.
  • 10.3 Does not violate or create a default under law, or such Party’s constitutional documents or any other organizational documents or any contractual provision binding on or affecting such Party

11. NO IMPLIED WARRANTIES

Each of the Parties acknowledges that, in entering into this Agreement, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in this Agreement, and any conditions, warranties or other terms implied by statute or common law are excluded from this Agreement to the fullest extent permitted by law.

12. SEVERABILITY

If any provision of this Agreement has been determined to be invalid under any applicable law, such provision shall be deemed void and the remainder of this Agreement shall continue in full force and effect.

13. NOTICES

Unless otherwise agreed to by the Parties in writing, all notices, requests, or other communications hereunder shall be in writing and shall be sent by facsimile, e-mail, receipted courier service, or shall be personally delivered to each Party at the addresses set out above. Any such notice shall be deemed to have been given at the time of delivery.

One Global

Email: info@oghealth.com
Phone : (965) 99006533

Service Provider:
As per the information filled by the Service Provider during the registration process

14. ASSIGNMENT

Neither this Agreement nor any rights or obligations hereunder, may be assigned, transferred, or novated by either party hereto without the prior written consent of the other Party which shall not be unreasonably withheld. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.

15. NON-SOLICITATION

During the Term of this Agreement and for a period of one (1) year thereafter, neither Party shall solicit, approach or induce any employee of the other Party without that Party’s express prior written consent, provided that placement and advertisement of genuine employment opportunities by either Party or recruiting through a recruitment agency in the labor market shall not constitute a breach of this Section.

16. PAYMENT TERMS AND CONDITIONS

16.1 One Global defines the Product Price which is commonly based on Country and give a comission to the SP. The other pricing parameters such as delivery charges/any other charges to be communicated and agreed with One Global to reflect in the application. This will purely depend on the Service Provider.
The shipment cost will be paid by One Global upon proper submission of the Shipment Invoice via Email by the Service Provider.
16.2 Og Finance shall initiate the settlement on a monthly/weekly/daily basis based on the outstanding statement on One Global CMS whereas the Credit Card transactions will reflect in the Statement of Accounts in the next 3 working days and Debit Card transactions will be reflected in the next working day.
16.3 One Global shall settle with the clinics offline and the details will be added to the CMS by Og Finance.
16.4 The Service Provider shall provide a refund/cancelation policy in a separate annex (if any).
16.5 Refund claims should be settled based on the Service Provider’s approval through One Global CMS provided to Service Provider.
16.6 Refund settlement shall be for payment done through One Global payment methods only. For debit/credit card and Og Wallet.

17.REFUND POLICY & PROCEDURES – One Global

We do honor Requests for refunds where the following reasons apply only:

  • 17.1 Non-delivery of the product or service for any issues that happened while processing transactions based on the Service Provider’s Refund Request.
  • 17.2 Download issues: it may happen that customers are having problems while downloading the product or receiving a service; Product or services not-as-described.
  • 17.3 Any Cancellation fees that are subject to our partners will be charged to the customer.
  • 17.4 Duplicate payments for specific products or services.
  • 17.5 Customer Refund/Partial Refund due to Service Cancelation to be requested through the Og Health CMS OR by email to finance@oneglobal.com including transaction details and reason for the refund.
  • 17.6 Official online claim through Application/CMS.
  • 17.7 OG Customer Care processing Refund Request during duty time (working days only) 9:00 AM to 5:00 PM.
  • 17.8 All Credit Card Refund requests will be voided to the Customer’s Credit Card.
  • 17.9 All Debit Card Refund requests will be voided to the Customer’s Debit Card or by Bank Transfer.

18. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the undersigned Parties with respect to the subject matter herein. This Agreement supersedes all prior understandings, arrangements, or agreements, whether verbal or written, between the Parties hereto not contained herein.

This Agreement shall be legally binding once signed by the Service Provider that receives the confirmation email from OG approving the details and supporting documents submitted by the Service Provider during the registration phase. Knowing that the supporting documents shall be updated before the expiry date of the same; OG’s Services and SP’s access to the CMS will be suspended once any of the licenses or regulatory approvals expire.