Terms and Conditions

ACCOMMODATION AND SERVICES

1. Furnished Office Accommodation

We will provide the serviced and fully furnished accommodation (“Work Station”) for which you have agreed to pay for as stated in the Particulars of this Agreement (“Agreement”) for the duration stated in the Particulars of this Agreement (“Term”).  For the avoidance of doubt each Work Station shall constitute a desk and a chair.  Your Agreement details the number of Work Stations that you have signed up for. These Work Stations may be located anywhere within the Location and there is no exclusivity for a Work Station which are to be utilized on a first come first served basis.  We reserve the right to allocate a different Location from time to time if required but this will be of equivalent size and in a similar location.

2. Office Services

We are to provide the following services (“Standard Services”) throughout the duration of this Agreement in consideration of the payment of the Fee:

Cleaning and maintenance of the Location, Work Stations and all communal areas and facilities

Public WIFI

Restrooms in communal areas of the Location

We do not make any representations as to the security of our internet network or of any information that you place on it. You should adopt whatever security measures (such as encryption) you believe are appropriate to your circumstances. We cannot guarantee that a particular degree of availability will be attained in connection with your use of the internet services. You hereby warrant to us that our provision of these services to you will not infringe the rights of any third party. We do not warrant that the WIFI  services will be uninterrupted or error free.

PROVIDING THE SERVICES

3.  Access to Your Work Stations 

We can enter the Location at any time in order to provide the Standard Services or otherwise. However, unless there is an emergency we will as a matter of courtesy try to inform you in advance when we need access to carry out testing, repair or works other than routine inspection, cleaning and maintenance. We will also respect security procedures to protect the confidentiality of your business. In any event employees of the Licensor or any subsidiary shall be entitled to access the Location and/or have permanent offices within the Location.


4. Non-performance 

If for any reason we cannot provide the Work Stations to you as stated in this Agreement by the date when your Term is due to start we have no liability to you for any loss or damages but you may cancel the Agreement without penalty and with a full refund of the Fee paid.  


5. Suspension of Services

We may by notice suspend the provision of the Standard Services (including access to the Location) for reasons of political unrest, strikes, or other events beyond our reasonable control, in which event payment of the Fee will also be suspended for the same period.

6. Our Liability 

We are not liable for any loss as a result of our failure to provide a Standard Services as a result of mechanical breakdown, strike, delay unless we do so deliberately or are grossly negligent. We are also not liable for any failure until you have informed us about it in writing and given us a reasonable time to rectify.

You agree (a) that we will not have any liability for any loss, damage or claim which arises as a result of, or in connection with, your Agreement and/or your use of the Standard Services except to the extent that such loss, damage, expense or claim is directly attributable to our deliberate act or our gross negligence (our liability); and (b) that our liability will be subject to the limits set out in the next paragraph.

We will not in any circumstances have any liability for loss of business, loss of profits, loss of anticipated savings, loss of or damage to data, third party claims or any consequential loss which you are advised to insure against.

We will be liable:

• up to a maximum equal to 125% of the total Fee payabled under your Agreement per claim or $50,000 (whichever is the lower), in respect of all losses, damages expenses or claims in accordance with the provisions of this Clause.

USE OF ACCOMMODATION

7. Office Use 

You may at any time have as many employees working in the Location as you are paying a Fee for under this Agreement.  If at any time you wish to exceed the number of employees with employee visas issued by your employer that you are currently paying the Fee for to use the Work Stations, those additional employees will pay the daily rate per day per person at the rate specified by us as the then daily rate applicable to such additional usage. You must only use the accommodation for office purposes.

You may invite non-employees onto the Location for meetings for a maximum of 8 hours per month provided the meeting room is booked for these meetings with details of the number of attendees booked into any system that you are advised of in advance.

8.  Your Name and Address

You may only carry on that business in your name or some other name that we previously agree. You must not put up any signs on the doors to your accommodation or anywhere else which is visible from outside the accommodation you are using. You may use the Location as your registered business address provided that we are not in any way responsible for the delivery of post to that address.

9. Taking Care of Our Property

You must take good care of all parts of the Work Stations and Location, its equipment, fittings and furnishings which you use. You must not alter any part of it. You are liable for any damage caused by you or those in the Location with your permission or invitation.  

10. Office Furniture and Equipment

You must not install any furniture or office equipment, cabling, IT or telecom connections without our consent, which we may refuse at our absolute discretion.

11. Keys and Security

Any keys or entry cards which issue or let you use remain our property at all times. You must not make any copies of them or allow anyone else to use them without our consent. Any loss must be reported to us immediately and you must pay the cost of replacement keys or cards and / or changing locks, if required. You are responsible for ensuring that doors are closed and locked (where relevant) to the Location when you leave.

12. Comply With The Law

You must comply with all relevant laws and regulations in the conduct of your business. You must not do anything that may interfere with the use of the Location by us or by others, cause any nuisance or annoyance, increase the insurance premiums we have to pay or cause loss or damage to us or to the

owner of any interest in the building which contains the Location. You acknowledge that any violation by you of this Clause shall constitute a material default by you hereunder, entitling us to terminate your

Agreement with immediate effect.

13.  Comply With Rules of Use

You must comply with any rules of use which we impose generally on users of the Location from time to time whether for reasons of health and safety or otherwise.

14. Insurance
It is your responsibility to arrange insurance for all items and equipment brought into the Location and the personal belongings of your employees together with any insurance required to cover third party liability.  

YOUR AGREEMENT

15. The Nature of Your Agreement

Your Agreement is the commercial equivalent of a licence for the use of accommodation at the Location. The Location and Work Stations remain our property and in our possession and control. You acknowledge that your Agreement creates no tenancy interest, leasehold estate or other real property interest in your favour with respect to the accommodation. This Agreement gives you just the right to share with us and other occupiers the use of the Location so that we can provide the Standard Services to you. The Agreement is personal to you and cannot be assigned to anyone else. We may transfer the benefit of your Agreement and our obligations under it at any time without your consent.

16. Duration of Agreement

Your Agreement lasts for the period stated in the Particulars to the Agreement and will then automatically expire unless you enter into a new agreement with us on such terms and conditions at our discretion. If you wish to enter into a new agreement with us you will be required to give us the following written notice of your intention to renew for another period of the same duration as the Term:

Term of 1 month: 10 days’ notice before expiry of Agreement

Term of 12 months: 60 days’ notice before expiry of Agreement

We will revert to you with our conditions for a new agreement as soon as possible after receipt of such notice and if we do not agree on the terms by a month before the expiry of this Agreement we have the right to refuse to issue a new agreement.

17. Termination of this Agreement 
We may put an end to your Agreement immediately by giving you notice if:
• you become insolvent, go into liquidation or become unable to pay your debts as they fall due;
• you are in breach of one of your obligations which cannot be rectified or which we have given you written notice to rectify within fourteen days and you have failed to do so;
• your conduct, or that of someone at the Location with your permission or at your invitation, is incompatible with ordinary office use.
If we terminate the Agreement for any of these reasons it does not put an end to any then outstanding obligations you may have and you must:
• pay for additional services you have used;

• pay the remainder of the Fee for any period for which your Agreement would have lasted had we not ended it or (if longer) for a further period of three months; and

• indemnify us against all costs and losses we incur as a result of the termination.

18. Early Termination of this Agreement
In the event that you have entered into an Agreement for a Term of 12 months with us you shall have the right to terminate this Agreement on the provision of 60 days’ notice in writing to the address for service specified below. If you choose to exercise this option you shall be entitled to a refund of the Fee paid in advance for any period from the date of expiry of a validly served notice for the remainder of the Term.

19. If the Location Is Not Available

In the unlikely event that we are no longer able to provide the Work Stations at the Location we will give you fourteen days written notice of the same with details of any alternative accommodation that we can provide. If there is no alternative accommodation or you do not wish to take occupation of the alternative accommodation, this Agreement will terminate upon the date of expiry of the notice and you will be liable to pay the Fee up to the date of termination and for any additional services you have used. This Clause does not impose any obligation on us to find alternative accommodation for you.

20. Expiry of Agreement. 
Upon expiry of the Agreement where you do not wish to enter into a further agreement for the same Work Stations we reserve the right to charge additional reasonable fees for any repairs needed for any damage to any Work Stations for which your employees are solely responsible  above and beyond normal wear and tear. If you leave any of your own property in the Location post expiry of the Agreement we may dispose of it in any way we chose without owing you any responsibility for it or any proceeds of sale whatsoever.

21. Employees
While your Agreement is in force and for a period of six months after it ends, you must not solicit or offer employment to any of our current employees or employees of any of our partner companies or subsidiaries who has left that employment in the last 3 months. If you do, we estimate our loss at the equivalent of one year’s salary for each of the employees concerned and you must pay us damages equal to that amount.

22. Notices
All formal notices must be in writing to the address for service of the Tenant specified in the Agreement. The Tenant is required to keep their address for service updated with us at all times. Our address for service is:

For the Attention Armi Enriquez
Fintech Hive at DIFC LLC
PO Box 507211
Dubai International Financial Centre
Dubai.

Your address for the service of notices is as stated in the Particulars of this Agreement.


22. Confidentiality
The terms of this Agreement are confidential. Neither of us may disclose them without the other’s consent unless required to do so by law or an official authority. This obligation continues after your Agreement ends.

23. Indemnities
You must indemnify us in respect of all liability, claims, damages, loss and expenses which may arise (except to the extent caused by our gross negligence or willful misconduct):

• If someone dies or is injured while in the Location as a result of an action of your employee/s;
• From a third party in respect of your use of the Location; and
• If you do not comply with the terms of your Agreement.

Furthermore you must pay any cost, including reasonable legal fees, which we incur in enforcing your Agreement.

24. Data Protection
You agree that we may process, disclose or transfer any personal data which we hold on or in relation to you provided that in doing so we take such steps as we consider reasonable to ensure that it is used only to fulfil our obligations under your Agreement.

25. Applicable Law:
Your Agreement is interpreted and enforced in accordance with the laws of the Dubai International Financial Centre (“DIFC”) and any dispute relating to the same shall fall within the exclusive jurisdiction of the DIFC Courts.

FEES

26. Standard Services
The Standard Services are included in the Fee referred to in the Agreement. We may from time to time offer additional services which are applicable to the Location and that you may avail of at the then applicable rate for such service.

27. Payment
Payment of the Fee and any other sums shall be made in accordance with the instalment dates and sums set out in the Particulars to this Agreement.

28. Taxes
You will be required to pay any taxes that are due and payable at the date of this Agreement or that become payable as a result of any laws, decrees or other statutory instruments following the date of this Agreement.

29. Late Payment
If you do not pay the Fee or other sums when due, 10% interest per annum will be charged on all overdue balances from the due date to the date of actual payment.