Season Co-Op Service Provider and Shareholder Agreement (SPA)

This Service Provider and Shareholder Agreement (“Agreement”) governs your participation in SEASON CO-OP.

By completing and submitting the SEASON CO-OP Service Provider and Shareholder agreement form, you (“Service Provider”) enter into a legally binding agreement with SEASON FOR EVERYTHING PORTAL SERVICES L.L.C (“SEASON CO-OP”).

1. INCORPORATION OF MASTER TERMS

1.1 Governed by the SEASON CO-OP Member Master Terms. Capitalized terms as defined therein.
1.2 The following documents are incorporated by reference and form part of this Agreement:

· Exhibit A: Products/Services & Territories

· Exhibit B: Payment Terms (updated per Clause 4.5 of Master Terms)

· Exhibit C: Commercial Collateral (Brand Guidelines)

· Exhibit D: Service Provider Returns & Refunds Policy (aligned with UAE Consumer Law No. 15/2020)

· Exhibit E: KYC Compliance (simplified to mirror Clause 2.5 of Master Terms)

· Exhibit F: Share Transfer & Governance Protocol (updated per Clause 3.5 of Master Terms)

· Exhibit G: Statement of Faith (unchanged).

1.3 In the event of conflict, the Master Terms shall prevail.

2. SHAREHOLDER REQUIREMENTS

2.1 Mandatory Share Purchase:

· Class B Shares Only: Service Providers must purchase minimum 25 Class B shares.

· Payment: Via SEASON CO-OP’s designated IBAN or portal payment link (per Clause 4.6 of Master Terms).

· Non-Compliance: Void Service Provider status (Clause 2.6 of Master Terms).

2.2 Shareholder Rights:

· Voting: 1 vote per Class A share (General Assembly) unless otherwise mutually agreed in writing.

· Dividends: Class B shares only (40–60% of net profits, per Clause 7.8 of Master Terms).

· Transfers: Board approval required (Clause 3.5 of Master Terms).

3. APPOINTMENT AND SCOPE

3.1 Non-Exclusive Appointment: SEASON CO-OP is appointed to promote products/services listed in Exhibit A.

3.2 Territory: Limited to regions in Exhibit A.

4. PAYMENT TERMS

4.1 Payment Methods:

All financial transactions (commissions, share purchases, etc.) must be made exclusively through:
(i) SEASON CO-OP’s designated IBAN (Exhibit B), or
(ii) Official payment gateway links on the SEASON CO-OP Portal (https://seasoncoop.com) or Season Co-Op Mobile Application.
Payments to any other accounts, links, or third parties are void and non-refundable.

4.2 Terms and Fees: Full payment terms (commissions, processing fees, schedules) are detailed in Exhibit B.

4.3 Liability Disclaimer: SEASON CO-OP is not responsible for any payments sent to incorrect bank accounts, fraudulent links, or unauthorized payment methods. Service Providers and Shareholders bear sole responsibility for verifying payment details before transferring funds. Service Provider indemnifies SEASON CO-OP for losses from payments sent to unauthorized accounts. Reversals or recoveries of misdirected payments are the Service Provider and Shareholder’s obligation. Service Provider must notify SEASON CO-OP within 24 hours of any unauthorized payment attempts.

4.4 Payment Terms Acceptance: By executing this Agreement, the Service Provider and Shareholder irrevocably agrees to the payment terms, commission structures, and processing fees outlined in Exhibit B, including any updates made with 30 days’ notice under Clause 12.1. The Service Provider and Shareholder acknowledges that failure to comply with Exhibit B’s payment methods (e.g., using unapproved accounts) voids SEASON CO-OP’s payment obligations under Clause 4.3.

4.5: Bank Account Modification Policy: The Service Provider and Shareholder must provide SEASON CO-OP with 30 days’ prior written notice for any changes to designated bank accounts (including IBAN updates). Such notice must include:

· A signed request on company letterhead (for entities) or Emirates ID copy (for individuals);

· A bank-issued IBAN confirmation letter.

Funds will only be disbursed to new accounts after:

· SEASON CO-OP will verify submitted documents within 7 business days.

· Failure to comply voids payment obligations until resolution.

5. OPERATIONAL REQUIREMENTS

5.1 General Obligations
The Service Provider and Shareholder agrees to meet all service levels, penalties, and operational standards specified in Exhibit D (Service Level Agreements and Policies), which is incorporated by reference.

5.2 Your Key Commitments

Timely Fulfilment: Adhere to order processing, booking confirmations, and complaint resolution timelines defined in Exhibit D.
Compliance: All policies (cancellations, refunds, penalties) must align with:

UAE Consumer Protection Law No. 15/2020 (refund windows).
Civil Code Art. 390 (penalties capped at actual losses).
Our Season Co-Op Values.

Cooperation: Provide proof (e.g., receipts, photos, invoices) for disputes per Exhibit D.

5.3 Consequences of Breach
Failure to meet Exhibit D standards may result in:

Financial penalties (see Exhibit D, Section 5).
Suspension from the SEASON CO-OP portal (Clause 8.4, Master Terms).
Termination for repeated/material breaches.

5.4 Dispute Resolution

Escalate unresolved disputes to SEASON CO-OP within required timeframe (process detailed in Exhibit D).
Final resolutions comply with UAE Consumer Law and Clause 16 (Master Terms).

6. INTELLECTUAL PROPERTY

6.1 SEASON CO-OP IP: Limited license per Clause 11 of Master Terms.

6.2 Service Provider and Shareholder IP: Grants royalty-free license for promotion.

6.3 Intellectual Property Cross-License: Subject to the terms of this Agreement and the Master Terms, SEASON CO-OP grants the Service Provider and Shareholder a limited, non-exclusive license to use SEASON CO-OP’s trademarks and marketing materials strictly as approved in Exhibit C (Commercial Collateral). In return, the Service Provider and Shareholder grants SEASON CO-OP a royalty-free license to use its trademarks, product images, and service descriptions for promotional purposes on SEASON CO-OP’s platforms, provided such use complies with Exhibit C’s Brand Guidelines. All licensed IP must be used in accordance with UAE Federal Law No. 37/1992 on Trademarks.

7. DATA AND CONFIDENTIALITY

7.1 Customer Data: Owned by SEASON CO-OP (Clause 13, Master Terms).

7.2 Confidentiality: Protect per UNITED ARAB EMIRATES Data Law (Clause 14, Master Terms).

7.3 License Maintenance Obligation: The Service Provider and Shareholder shall:

· Maintain Valid Licenses: Keep all required trade licenses, certifications, and regulatory approvals current and valid under UAE law, as specified in Exhibit E;

· Timely Submission: Provide SEASON CO-OP with updated copies of such licenses:

o Within 7 calendar days of renewal, modification, or expiration; and

o Immediately upon request by SEASON CO-OP;

· Compliance: Ensure all operations comply with UAE laws applicable to its services.

7.4 Consequences of Non-Compliance:

· First Failure: SEASON CO-OP may suspend the Service Provider’s access to its portal until documents are submitted.

· Repeated Failure (≥2 instances within 12 months): Constitutes a material breach under Clause 8.4 of the Master Terms, permitting termination.

By signing this Agreement, the Service Provider and Shareholder confirms it will bear all costs or penalties arising from license lapses.

8. SEASON COOPERATIVE VALUES AND LEGAL COMPLIANCE

8.1 Statement of Values and Legal Alignment

Service Provider and Shareholder affirm alignment with:

Exhibit G (Statement of Values);
UNITED ARAB EMIRATES Federal Laws (including Penal Code Art. 363, Tax Procedures Law No. 7/2017);
Season Co-Op principles and values

8.2 Prohibited Activities and Ethical Standards

Service Provider warrants that its operations align with Exhibit G (Statement of Values). Service Provider and Shareholder must not engage in, promote, or profit from:

Illicit Activities

Gambling, alcohol, narcotics, or occult practices
Exploitative lending

Anti-Corruption and Bribery

No facilitation payments, kickbacks, or gifts exceeding AED 500/year (Clause 15, Master Terms).
Strict compliance with UNITED ARAB EMIRATES Federal Law No. 2/2023 (Anti-Money Laundering).

Labour and Fair Pay
- Comply with UNITED ARAB EMIRATES Occupational Health and Safety Standards (Federal Law No. 8/1980).
- Provide safety training, equipment, and hazard-free environments.
- Limit working hours to 48 hours/week (UNITED ARAB EMIRATES Labor Law, Article 17).
- Guarantee:

Pay fair wages exceeding UNITED ARAB EMIRATES minimum standards.
Prohibit forced/child labour (UNITED ARAB EMIRATES Federal Law No. 10/2017).
Workplace Safety:
Working Hours and Rest:

Fair Treatment

Prohibit verbal/physical abuse, harassment, or discrimination (UNITED ARAB EMIRATES Penal Code Art. 363).
Accommodate religious practices (e.g., church attendance, prayer breaks).

Truthfulness

No false advertising.
Disclose conflicts of interest within seven (7) days.

Tax Compliance

Pay all applicable taxes (VAT, corporate tax) under UNITED ARAB EMIRATES Tax Procedures Law No. 7/2017.

7. Certifications: Submit and keep up to date trade licenses, registration documents etc. (Exhibit E).

8.3 Consequences of Violations

Violations may trigger:

Contractual:

Immediate termination (Clause 8.4, Master Terms).
Financial penalties up to 3x the Share Value for reputational harm.

Legal:
- UNITED ARAB EMIRATES Ministry of Human Resources and Emiratisation (MOHRE) (labour violations);
- Federal Tax Authority (FTA) (tax evasion);
- Dubai Economic Department (DED) (commercial fraud).

Reporting to:

Shareholder Rights:

Suspension of dividend payments for Class B shareholders (Clause 3.1.3, Master Terms).

9. TERMINATION

9.1 For Cause: Either party may terminate this Agreement immediately upon written notice if the other party commits a material breach under Clause 8.4 of the Master Terms. Material breach includes violations of Exhibit G’s Code of Conduct, Fraud, wilful misconduct, or repeated uncured breaches; and / or Failure to remedy a remediable breach within 7 days of notice.

9.2 Effect: Share rights survive termination.

10. GOVERNING LAW

10.1 Governing Law and Jurisdiction: This Agreement is governed by United Arab Emirates Federal Law. Disputes are subject to the exclusive jurisdiction of Dubai courts (or DIFC/ADGM courts if SEASON CO-OP is licensed therein), as detailed in Clause 22 of the Master Terms.

10.2 Arbitration: Per Clause 16 of Master Terms.

11. GENERAL

11.1 Entire Agreement: Includes Master Terms and Exhibits A-G constitute the entire understanding.

11.2 Amendments: Require written agreement.

11.3 Conflict: In case of conflict between this Agreement and the Master Terms, the Master Terms shall prevail unless expressly stated otherwise herein.

12. NOTICES AND MODIFICATIONS: 30 days’ notice (per Clause 21 of Master Terms).

13. ACCEPTANCE

By submitting the SEASON CO-OP Service Provider and Shareholder Agreement form and confirming acceptance:

· You acknowledge that you have read and understood this Agreement

· You agree to be legally bound by its terms

· You consent to electronic acceptance as a valid and binding signature