Terms and conditions

Terms and Conditions

Definitions & Interpretations

Definitions

The following terms and their grammatical variations and correlatives shall have the following meaning:

Associate means in relation to any person, any other person connected or interested in any manner with that person, including a director or other fiduciary or shareholder of that person or any another person which controls, is controlled by or is in common control with that person. It also includes the Recipient’s subsidiaries, parent and/or sister companies and any other party who would receive Consideration on behalf of the Recipient.

Business Day means a day not being Saturday or Sunday or a public holiday in UAE, and when banks in UAE are generally open for ordinary business.

Consideration means any fund (money, value paper, bank transfer, digital or movable asset or other type of payment, amount or security) paid, lent, given or advanced to the Recipient and/or its Associates, or to any other entity or person as advised or indicated by Recipient, at any time, whether during the term of this Mandate or after its termination, by an Investor.

Investor means any person, presented by the Provider to the Recipient or its Associates and who is open to considering to, or decided to, investing funds as advised and/or administered and/or executed by the Recipient and its Associates, or in investing in or along with the Recipient and its Associates and/or in becoming shareholder and/or financer for Recipient and its Associates. The term Investor includes any potential or effective client (person, company, institution or body) introduced by the Provider to the Recipient, and who is interested in doing any type of business with the Recipient or its Associates.

a) The Provider’s compensation

As compensation for the Services agreed upon signed agreement, Recipient will pay the Provider fees as outlined in the agreement.

b) Costs and Expenses

The Provider’s Expenses. All expenses incurred by Provider in operating Provider’s business shall be borne by the Provider. All expenses incurred by Provider in operating Recipient’s business or otherwise providing the Services described in the agreement, or as specifically agreed thereafter with the Recipient and its Associates shall be borne by the Recipient.
The Recipient’s Expenses. The Recipient shall be responsible for all expenses incurred in operating Recipient’s business.
Third Party Expenses. In addition to the fees provided above, Recipient shall pay the costs of all services provided by external providers to or for the benefit of the Recipient within the scope of the signed agreement, as well as all out-of-pocket costs incurred in connection with the provision of such services, provided that such fees are previously approved by the Recipient or entered into by Provider in good faith based on the agreed scope of services and instructions received.

c) Confidential Information

Each party shall retain in confidence and shall not disclose to any other person any information furnished by the other party on a confidential basis under or in connection with the business of that other party without prior written consent, unless required by law or by a competent authority and unless necessary in view of protecting or enforcing both parties’ rights.

d) Term

Agreements shall continue in full force and effect for a period of twelve (12) months from effective date and is renewable automatically for successive terms of twelve (12) months unless terminated by a party.

e) Termination

Either the Provider or the Recipient may, at its sole option, terminate there Agreement by giving written notice of termination to the other party at least ninety (90) days prior to the date of such termination. Either Party shall be entitled to immediately and without liability either suspend or terminate provision of the services in the event of:

(a) failure by either party to comply with any of its obligations hereunder and such failure is not remedied within 10 days that notice of such failure has been notified: or

(b) any suspension of payment, arrangement with creditors, bankruptcy, insolvency, receivership or cessation of business by either party.

f) Assignment

Agreements may not be transferred or assigned by either party without the prior written consent of the other party.

g) Limitation of Liability and Indemnification

Limitation of Liability:

The Provider is neither an insurer nor a guarantor and disclaims all liability in such capacity. Recipients seeking a guarantee against loss or damage should obtain appropriate insurance.
Documents, information and Leads are issued on the basis of information and documents provided by, or on behalf of, Recipient or third parties and solely for the benefit of Recipient who is responsible for acting as it sees fit on this basis. Neither the Provider nor any of its officers, employees, agents or subcontractors shall be liable to Recipient nor any third party for any actions taken or not taken on the basis of these nor for any incorrect results arising from unclear, erroneous, incomplete, misleading or false information provided to the Provider.
The Provider shall not be liable for any delayed, partial or total non-performance of the services arising directly or indirectly from any event outside the Provider’s control including failure by Recipient to comply with any of its obligations hereunder.
The liability of the Provider in respect of any claim for loss, damage or expense of any nature and howsoever arising shall in no circumstances exceed a total aggregate sum equal to 10 times the amount of the fee paid in respect of the specific service which gives rise to such claim or USD10’000 (or its equivalent in local currency), whichever is the lesser.
The Provider shall have no liability for any indirect or consequential loss including without limitation loss of profits, loss of business, loss of opportunity, loss of goodwill and cost of product recall. It shall further have no liability for any loss, damage or expenses arising from the claims of any third party (including, without limitation, product liability claims) that may be incurred by the Recipient.
In the event of any claim, Recipient must give written notice to the Provider within 30 days of discovery of the facts alleged to justify such claim and, in any case, the Provider shall be discharged from all liability for all claims for loss, damage or expense unless suit is brought within one year from
1. the date of performance by the Provider of the service which gives rise to the claim; or
2. the date when the service should have been completed in the event of any alleged non-performance.

Indemnification:

Recipient shall guarantee, hold harmless and indemnify the Provider and its officers, employees, agents or subcontractors against all claims (actual or threatened) by any third party for loss, damage or expense of whatsoever nature including all legal expenses and related costs and howsoever arising relating to the performance, purported performance or non-performance,

h) Governing Law

All Mandates shall be governed by UAE law irrespective of any rules with respect to conflicts of laws.

Any dispute, controversy or claim arising out of or in connection with this Mandate, including the validity, invalidity, breach or termination thereof shall be settled by the competent UAE jurisdiction, subject to appeal to the UAE Federal Supreme Court.