General Terms, Conditions, Agreement
Last updated: July 10 2018 – 26 Shawwal 1439
onehalal.co – “Terms, Conditions, Agreements”. “Terms” are expressly incorporated into and made a part of the onehalal.co Web/Mobile Platforms.
TERMS AND TERMINATION
This Exclusive Agreement shall commence on the Effective Date and, unless earlier terminated as provided below, shall continue for a period of 5 years from the Effective Date “Term” and shall automatically renew for successive 5 years period. Either party may terminate this Agreement in the event of a material breach by the other party if the breach is not cured by the other party within 7 days notice thereof by the non-breaching party. Either party may terminate this Agreement in its entirety at any time without cause by giving 15 days prior written notice of termination to the other party.
This Agreement shall be governed by and construed in accordance with the laws of Country, State, City without regard to its conflict of laws provisions. You hereby consent to exclusive jurisdiction and venue in the Country, State, City and federal courts sitting in Specific Country, State, City. Any and all notices permitted or required to be given hereunder shall be sent to the address first set forth on the One Halal Web/Mobile Platform “Order Form”, or such other address as may be provided, and deemed duly given:
1. upon actual delivery, if delivery is by hand,
2. one (1) day after being sent by overnight courier, or
3. by electronic mail to the designated recipient. In addition, you agree to receive autodialed calls or SMS messages sent by or on behalf of Company. The failure of either party to enforce, at any time or for any period of time, the provisions hereof, or the failure of either party to exercise any option herein, shall not be construed as a waiver of such provision or option and shall in no way affect that party’s right to enforce such provisions or exercise such option. Any modification or amendment to this Agreement shall be effective only if in writing and signed by both parties. In the event any provision of this Agreement is determined to be invalid or unenforceable by ruling of an arbitrator or court of competent jurisdiction, the remainder of this Agreement and each of the remaining terms and conditions contained herein shall remain in full force and effect. Any delay in or failure by either party in performance of this Agreement shall be excused if and to the extent such delay or failure is caused by occurrences beyond the control of the affected party including, but not limited to, decrees or restraints of Government, acts of Allah, strikes, work stoppage or other labor disturbances, war or sabotage each being a “Force Majeure Event”. The affected party will promptly notify the other party upon becoming aware that any Force Majeure has occurred or is likely to occur and will use commercially reasonable efforts to minimize any resulting delay in or interference with the performance of its obligations under this Agreement. This Agreement may not be assigned, in whole or in part, by a party without the prior written consent of the other party, provided that each party may assign this Agreement, upon notice to the other party, to A. an affiliate of such party, or B. in connection with the sale of all or substantially all of such party’s equity, business or assets. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of each party hereto and its respective successors and assigns. Nothing in this Agreement shall be deemed to create any joint venture, joint enterprise, or agency relationship among the parties except as specifically set forth in an Web/Mobile Platform “Order Form”, and no party shall have the right to enter into contracts on behalf of, to legally bind, to incur debt on behalf of, or to otherwise incur any liability or obligation on behalf of, the other party hereto, in the absence of a separate writing, executed by an authorized representative of the other party. Each party shall be solely responsible for its employees and contractors used in connection with this Agreement. This Agreement contains the full and complete understanding and Agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporary understandings and agreements, whether oral or written, relating such subject matter hereof. This Agreement may be executed in one or more counterparts and by exchange of electronically signed counterparts transmitted by pdf format, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same original instrument.
Licenses, Restrictions to Marks – TradeMarks.
Subject to the “Terms and Conditions” of this Agreement, each party hereby grants to the other party and, in the case of Company, to its affiliates a limited, non-exclusive and non-transferable License during the “Term” to use the such party’s respective Marks as defined below, on a royalty-free basis, for the commercial purpose of performing any activities as set forth in an applicable Web/Mobile Platform “Order Form” or on any other actual surfaces where commercial advertising is will be used. For purposes of this Agreement, the term “Marks” will mean the trademarks, service marks, trade names, copyrights, logos, slogans and other identifying symbols and indicia of the applicable party’s. All uses of a party’s marks by the other party will be in the form and format specified or approved by the owner of such marks. Other than as specifically set forth in this Agreement, neither party will use the other party’s marks without the prior, express, written consent of the other party by email is sufficient. All goodwill related to the use of a party’s marks by the other party shall inure to the benefit of the owner of such marks. Except as expressly set forth herein, neither party shall be deemed to grant the other party any license or rights under any intellectual property or other proprietary rights. All rights not granted are expressly reserved.
“Confidential Information” means any confidential, proprietary or other non-public information disclosed by one party the “Discloser” to the other party the “Recipient” whether disclosed verbally, in writing, or by inspection of tangible objects. “Confidential Information” will not include that information that:
A. Was previously known to the Recipient without an obligation of confidentiality;
B. Was acquired by the Recipient without any obligation of confidentiality from a third party with the right to make such disclosure; or
C. Is or becomes publicly available through no fault of the Recipient.
Each Recipient agrees that it will not disclose to any third parties, or use in any way other than as necessary to perform this “Agreement”, the Discloser’s Confidential Information. Each Recipient will ensure that Confidential Information will only be made available to those of its employees and agents who have a need to know such “Confidential Information” and who are be bound by written obligations of confidentiality at least as protective of the Discloser as this Agreement before such individual has access to the Discloser’s Confidential Information. Each Recipient will not, and will not authorize others to, remove, overprint or deface any notice of copyright, trademark, logo, legend, or other notices of ownership from any originals or copies of the Discloser’s Confidential Information. The foregoing prohibition on disclosure of Confidential Information will not apply to the extent the Discloser has authorized such disclosure, nor to the extent a Recipient is required to disclose certain Confidential Information of the Discloser as a matter of law or by order of a court, provided that the Recipient gives the Discloser prior written notice of such obligation to disclose and reasonably assist in obtaining a protective order prior to making such disclosure. Upon expiration or termination of this Agreement and as requested by a Discloser, each Recipient will deliver to the Discloser or destroy at the Discloser’s election, any and all materials or documents containing the Discloser’s Confidential Information, together with all copies thereof in whatever form.
You agree to use, disclose, store, retain or otherwise process Personal Data solely for the purpose of performing under this Agreement. You shall maintain the accuracy and integrity of any Personal Data provided by One Halal and in your possession, custody or control. You agree to retain Personal Data provided to you by us solely by using the software and tools provided by One Halal. “Personal Data” means any information obtained in connection with this Agreement:
1. Relating to an identified or identifiable natural person;
2. That can reasonably be used to identify or authenticate an individual, including but not limited to name, contact information, precise location information, persistent identifiers, and
3. Any information that may otherwise be considered “personal data” or “personal information” under the applicable law.
HALAL – RULES, REGULATIONS, PROHIBITIONS
The Way Of Life – Worship Only Allah, Follow All Prophets, Enter Paradise By Willing Of Allah.
Sura 2 – Al Baqarah – The Cow
And when it is said to them, “Follow what Allah has revealed,” they say, “Rather, we will follow that which we found our fathers doing.” Even though their fathers understood nothing, nor were they guided?
The example of those who disbelieve is like that of one who shouts at what hears nothing but calls and cries cattle or sheep – deaf, dumb and blind, so they do not understand.
O you who have believed, eat from the good things which We have provided for you and be grateful to Allah if it is [indeed] Him that you worship.
He has only forbidden to you dead animals, blood, the flesh of swine, and that which has been dedicated to other than Allah . But whoever is forced [by necessity], neither desiring [it] nor transgressing [its limit], there is no sin upon him. Indeed, Allah is Forgiving and Merciful.
Indeed, they who conceal what Allah has sent down of the Book and exchange it for a small price – those consume not into their bellies except the Fire. And Allah will not speak to them on the Day of Resurrection, nor will He purify them. And they will have a painful punishment.
Those are the ones who have exchanged guidance for error and forgiveness for punishment. How patient they are in pursuit of the Fire!
Sura 2 – Al Baqarah – The Cow
They ask you (Prophet Muhammad SalAllahu Aleyhi Va Sallyam) about intoxicants and gambling. Say, “In them is great sin and [yet, some] benefit for people. But their sin is greater than their benefit.” And they ask you what they should spend. Say, “The excess [beyond needs].” Thus Allah makes clear to you the verses [of revelation] that you might give thought.
Surah 16 An Nahl – The Bee
He has only forbidden to you dead animals, blood, the flesh of swine, and that which has been dedicated to other than Allah . But whoever is forced [by necessity], neither desiring [it] nor transgressing [its limit] – then indeed, Allah is Forgiving and Merciful.
Owners & Employees of Each Company, Eatery, Market, Producer, Manufacturer, Distributor, Homemade Halal Food Producer are must present/show Halal Certificate for any of One Halal Employee if Each Company, Eatery, Market, Producer, Manufacturer, Distributor, Homemade Halal Food Producer – will be asked for.
Each Company, Eatery, Market, Producer, Manufacturer, Distributor, Homemade Halal Food Producer of Halal Food Products – will be inspected for sanitation requirements and for Halal standards on its premises, locations, warehouses and its related, associated for producing, manufacturing, packaging, stocking & serving (serving to consumers) premises, locations, warehouses in order to complete submitting and placing Halal Food Products to One Halal Web/Mobile Platform.
Company, Eatery, Market, Producer, Manufacturer, Distributor, Homemade Halal Food Producer of Halal Food Products – Owners and its employees will be asked for Halal Certificate Issued With Specific Halal Certification Authority If Company, Eatery, Markets – Produce, Manufacture Or Pack its own products on its own premises, locations, warehouses that are not related to the Vendors, Producers, Manufacturers, Distributors from which they received/receive Halal Food Products. Every Single Halal Food Products that Company, Eatery, Markets receives from Vendors, Distributors, Producers, Manufacturers will be inspected for Nutrition Facts and Halal Certification, Labeling in order to complete submitting and placing specific Halal Food Products to One Halal Web/Mobile Platform.
Each Halal Food Products and its labels will be captured/recorded with iPhone/Android/DSLR camera.
Each Company, Eatery, Market, Producer, Manufacturer, Distributor, Homemade Halal Food Producer – if does not have Halal Certificate, One Halal Employee will be instructed to Provide Halal Audit or contacted with One Halal Partner Halal Certification Authorities to arrange for Halal Audit to Issue Halal Certificate for its specific Food Products, Premises, Locations, Warehouses.
1. Each Company, Eatery, Market, Producer, Manufacturer, Distributor, Homemade Halal Food Producer – are responsible/must to strictly follow and keep RULES, REGULATIONS, PROHIBITIONS of section 5 of this Terms, Conditions, Agreement.
2. Each Company, Eatery, Market, Producer, Manufacturer, Distributor, Homemade Halal Food Producer – premises, locations, warehouses, food products ingredients, products packaging, products stocking, products producing, products manufacturing, products serving (serving to consumers) will be inspected for Sanitary and Halal Standards without prior notice at any time with One Halal Employees or its Partners Halal Certification Authorities by presenting its Own Badge from One Halal or its Partners Halal Certification Authorities.
3. If Each Company, Eatery, Market, Producer, Manufacturer, Distributor, Homemade Halal Food Producer – will not meet any of Sanitary and Halal Standards will be fined on specific amount in form of money, will be stopped for its operations for certain amount of time, and reported to specific authorities, shared in social media, TV news, radio, magazines, newspapers.
4. Each Company, Eatery, Market, Producer, Manufacturer, Distributor, Homemade Halal Food Producer – must wash & keep sidewalks, video surveillance cameras on its own premises, locations, warehouses in clean conditions. If Each Company, Eatery, Market, Producer, Manufacturer, Distributor, Homemade Halal Food Producer – are refused to wash & keep sidewalks, video surveillance cameras on its own premises, locations, warehouses in clean conditions by its employees, One Halal will produce such service for specific amount in form of money with its Partner Companies. Please contact for this service email.
5. Each Company, Eatery, Market, Producer, Manufacturer, Distributor, Homemade Halal Food Producer – must notify One Halal if it uses same tools to prepare swine and halal products. If such action is notified – One Halal has full rights to take actions and report such activity as stated above on section REGULATIONS “3” .
Each Company, Eatery, Market, Producer, Manufacturer, Distributor, Homemade Halal Food Producer – must restrict and prohibit to use intoxication products – alcohol, tobacco, marijuana on its premises, locations, warehouses.
below details provided by IFANCA Halal Certification Authority for your information.
This guide is intended to help halal consumers select acceptable food products in the supermarket. Products contain many ingredients in varying quantities, including trace amounts of haram or questionable ingredients. This list includes some of the more common ingredients that must be avoided or investigated before consumption. It is not a comprehensive list. In the listing, IFANCA has categorized ingredients as either one of the following:
HARAM / AVOID: These are unquestionably haram and are found in large percentages within a product. Examples are lard, which is 100% pork fat, or gin, which is hard liquor (alcoholic beverage). Muslims should not consider buying these products.
INVESTIGATE FURTHER: These components of food or pharmaceuticals are used in small quantities and can contain subcomponents that mainly come from haram animals, alcohol, or halal animals slaughtered by non-Muslims. An example is whey, a dairy product, which is the liquid left after making cheese. The cheese may be made with enzymes from pork, calf, goat or microorganisms. Muslims are required to eat pure (halal) foods. With the complexity of food manufacturing, it is difficult for the Muslim consumer to determine the appropriateness of many food products. We hope this guide will serve as a handy and easy way to verify the acceptability of food products.
HARAM / AVOID – Animal Shortening, Beer, Bacon, Gin, Bacon bits, Malt, Gelatin, Rum, Ham, Liquor, Hydrolyzed animal protein,
Scotch, Hydrolyzed porcine collagen, Vodka, Lard, Whiskey, Pork, Wine, Shortening, Wine coolers
INVESTIGATE FURTHER (Some Questionable Ingredients)
Artificial & natural colorings Phospholipids
Artificial & natural flavorings Polysorbates
Calcium stearoyl lactylate Potassium stearate
Enzymes Propylene glycol monostearate
Fatty acids Sodium lauryl sulfate
Glycerin Sodium stearate
Glycerol stearate Sorbitan monostearate
Gum base Stearic acid
Hydrolyzed bovine collagen Stearoyl lactylate
Lactylated fatty acid esters Tallow
Magnesium stearate Whey
Mono & Di-glycerides
E-304 E-442 E-472e E-482
E-322 E-445 E-472f E-483
E-422 E-470a E-473 E-491
E-431 E-470b E-474 E-492
E-432 E-471 E-475 E-493
E-433 E-472a E-476 E-494
E-434 E-472b E-477 E-495
E-435 E-472c E-479 E-570
E-436 E-472d E-481
Info Concerns About Eating Out
1. Source of meat and poultry.
2. Use of haram/questionable ingredients.
3. Use of common grills/ovens for pork and other products.
4. Use and presence of alcohol within the establishment.
5. Contamination by servers/cooks touching haram and halal foods.
1. Eggs/pancakes cooked on same grill as bacon.
2. Beef/fish grilled on same grill as pork.
3. Soup containing meat or meat broth.
4. Steaks wrapped with bacon.
Always ask for halal certified products.
THERE IS NO SUBSTITUTE FOR AUTHENTIC AND HALAL CERTIFIED PRODUCTS
FUNDS – Transfers, Payouts
Each Company, Eatery, Market, Producer, Manufacturer, Distributor, Homemade Halal Food Producer – are agree to receive funds that has been placed/paid for orders trough One Halal Web/Mobile Platform every 10 Business Days To Bank Accounts and Same Day for PayPal Accounts.
Each Company, Eatery, Market, Producer, Manufacturer, Distributor, Homemade Halal Food Producer – are agree to provide Bank/PayPal account details when asked by onehalal.co Employees in order to receive funds from orders that has been placed/paid trough onehalal.co Web/Mobile Platform.
Transfers will be made with no fees.
For International Businesses pricing for Commercial General Liability, Workers Compensation
must be minimum required – depending on Country, State, City.
These amount numbers are shown for US Based Businesses only.
During the “Term” and for 5 year thereafter, each party shall maintain “Commercial General Liability” and, if required by law “Worker’s Compensation insurance”. The Commercial General Liability insurance policy limits shall be One Million Dollars $1,000,000.00 combined single limit per occurrence for bodily injury, death and property damage liability, and Two Million Dollars $2,000,000.00 in the aggregate. In addition, we agree to maintain Commercial Automobile Liability Insurance with limits of One Million Dollars $1,000,000.00 per accident for bodily injury or property damage arising out of the ownership, maintenance or use of owned, hired, and non-owned vehicles. All policies shall be written by reputable insurance companies with a Best’s policyholder rating of not less than A VII. Such insurance shall not be cancelled or materially reduced without 45 days prior written notice to the other party. Upon a party’s request, the other party shall provide evidence of the insurance required herein. In no event shall the limits of any policy be considered as limiting the liability of a party under this Agreement.
Each party hereby represents and warrants that:
A. It has full power and authority to enter into this Agreement and perform its obligations hereunder;
B. It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin;
C. It has not entered into, and during the “Term” will not enter into, any agreement that would prevent it from complying with or performing under this Agreement;
D. It will comply with all applicable laws and regulations in its performance of this Agreement including without limitation all applicable data protection and privacy laws; and
E. The content, media and other materials used or provided as part of this Agreement shall not infringe or otherwise violate the intellectual property rights, rights of publicity or other proprietary rights of any third party.
EACH PARTY MAKES NO REPRESENTATIONS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING ITS SERVICES OR PRODUCTS OR ANY PORTION THEREOF, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
Each party the “Indemnifying Party” will indemnify, defend and hold harmless the other party, its affiliates and their respective directors, officers, employees and agents the “Indemnified Party” from and against any and all claims, damages, losses and expenses including reasonable attorney’s fees; collectively, “Losses” with respect to any third party claim arising out of or related to:
1. the negligence or willful misconduct of the Indemnifying Party and its employees or agents in your case, excluding One Halal and Delivery Partners to the extent they are your agents pursuant to an Web/Mobile Platform “Order Form” in their performance of this Agreement;
2. any claims that the Indemnifying Party breached its representations and warranties in this Agreement; or
3. any claims that the Indemnifying Party’s Marks infringe a third party’s intellectual property rights, as long as such Marks have been used in the manner approved by the Indemnifying Party. In addition, you will indemnify, defend and hold harmless the Company Indemnified Parties from and against any and all Losses with respect to any third party claim arising out of or related to any harm resulting from your violation or alleged violation of any applicable retail food or other health and safety code, rule or regulation, except to the extent such harm was directly caused by the gross negligence or willful misconduct of Company or its employees, agents or Delivery Partners. Each Indemnified Party shall provide prompt notice to the Indemnifying Party of any potential claim subject to indemnification hereunder. The Indemnifying Party will assume the defense of the claim through counsel designated by it and reasonably acceptable to the Indemnified Party. The Indemnifying Party will not settle or compromise any claim, or consent to the entry of any judgment, without written consent of the Indemnified Party, which will not be unreasonably withheld. The Indemnified Party will reasonably cooperate with the Indemnifying Party in the defense of a claim, at Indemnifying Party’s expense.
EACH PARTY ACKNOWLEDGES AND AGREES THAT THERE SHALL BE NO DEVELOPMENT OF TECHNOLOGY, CONTENT, MEDIA OR OTHER INTELLECTUAL PROPERTY BY EITHER PARTY FOR THE OTHER PARTY PURSUANT TO THIS AGREEMENT. Any development activities relating to any technology, content, media or other intellectual property must be the subject of a separate written agreement between One Halal and Company prior to the commencement of any such activities.
LIMITS OF LIABILITY
EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS OR A BREACH OF CONFIDENTIALITY,
A. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CLAIM FOR ANY INDIRECT, WILLFUL, PUNITIVE, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, FOR LOSS OF BUSINESS PROFITS, OR DAMAGES FOR LOSS OF BUSINESS OF RESTAURANT OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT, OR LOSS OR INACCURACY OF DATA OF ANY KIND, WHETHER BASED ON Agreement, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND
B. EACH PARTY’S TOTAL CUMULATIVE LIABILITY OF EACH AND EVERY KIND UNDER THIS AGREEMENT SHALL NOT EXCEED $100,000. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.
Except as may be expressly agreed by the parties in writing, neither party may issue a press release or otherwise refer to the other party in any manner with respect to this Agreement or otherwise, without the prior written consent of such other party.