Terms & conditions
real estate portfolio property management
PLEASE READ THESETERMS AND CONDITIONS CAREFULLY AS YOUR USE OF THE SERVICES (AS DEFINED BELOW) IS SUBJECT TO YOUR ACCEPTANCE OF AND COMPLIANCE WITH THE FOLLOWING TERMS.
BY SIGNING OR ACCEPTING THE PROPERTY MANAGEMENT AGREEMENT OR USING SERVICES,YOU IRREVOCABLY AND UNCONDITIONALLY ACCEPT AND AGREE TO ALL OF THE TERMS ANDCONDITIONS CONTAINED HEREIN.
THESE TERMS AND CONDITIONS CONSTITUTE A LEGALLY BINDING AGREEMENT TOGETHER WITHTHE PROPERTY MANAGEMENT AGREEMENT BETWEEN YOU, WHETHER PERSONALLY OR ON BEHALFOF AN ENTITY (THE “LANDLORD”) AND PMTL REAL ESTATE MANAGEMENT SUPERVISIONSERVICES L.L.C. (“KEYPER”). FOR THE PURPOSE OF THE AGREEMENT, REFERENCES TO“AFFILIATES” INCLUDES KEYPER’S ADMINISTRATORS, SUCCESSORS-IN-INTEREST,PERMITTED ASSIGNS AND AFFILIATES. THESE TERMS AND CONDITIONS AND THE PROPERTY MANAGEMENT AGREEMENT SHALL HEREINAFTER BE REFERRED TO AS THE “AGREEMENT”. IFYOU CONTINUE TO USE THE SERVICES, YOU ARE AGREEING TO BE BOUND BY THE AGREEMENT, IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THISAGREEMENT, YOU MAY NOT USE OR ACCESS THE SERVICES.
PREAMBLE
Whereas:
I. The Landlord owns, operates and/or its representative is duly authorized asper the Power of Attorney no. certified by the Notary Public Dubai on andexpiring on to manage on behalf of the Landlord the Property/Properties withcomplete details listed in the Property Management Agreement.
II. Keyper is a professional practice that has the necessary knowledge,expertise and experience and is duly licensed to provide brokerage and realestate management supervision services and RNPL as required by the Landlord(the “Services”). The type of Services will be selected by the Landlordunder the Property Management Agreement
III. In consideration of the fees and charges specified in this Agreement andsubject to the terms and conditions hereof, the Landlord desires to engageKeyper to provide the Services and Keyper agrees to provide the same at theProperties during the Term.
IV. The provision of the Services shall be in accordance with the terms andsubject to the conditions specified in these Terms and Conditions, whichtogether with the Property Management Agreement and all documents referredthereunder and/or Schedules attached thereto (as may be amended from time totime to include additional Properties) shall constitute an integral part of theAgreement.
The Landlord and Keyper are individually referred to as a “Party” or jointly asthe “Parties”.
1 DEFINITION ANDINTERPRETATION
The following wordsand phrases shall have the meaning respectively assigned to them hereunder andin the Property Management Agreement:1.1. Agreement meanscollectively these Terms and Conditions, Property Management Agreement and anyother document referred to under the Property Management Agreement along withthe Schedules in accordance with which Keyper agrees to provide the Services.
1.2. Applicable Laws means the laws and regulations of Dubai and the applicablefederal laws of the United Arab (UAE).
1.3. Authority means any ministry, department, local authority, or other entityin UAE having jurisdiction over the Landlord’s Property, the Parties and/or theperformance of the Services.
1.4. Best Practice means the exercise of such levels of skill, care, diligence,and foresight which would reasonably be expected from a service provider inDubai providing substantially the same or similar services.
1.5. Landlord means either the legal owner of the Property/Properties or theperson who was duly appointed by the legal owner to represent him and enterinto this Agreement on the legal owner’s behalf.
1.6. Landlord’s Property or Property(ies) means any and all properties that aremade available to Keyper by the Landlord for use in connection with theAgreement.
1.7. Party means either The Landlord or Keyper as the context requires and“Parties” means both of them.
1.8. Petty Cash means the minimum amount set forth under the Application thatKeyper will be holding to pay actions relating the performance of operations.
1.9. Platform means the web/app platform developed, owned, and operated by PTCor any of its affiliates for purposes, Inter alia, of offering the Property forrental and for managing the relationship between the Landlord and Tenant.
1.10. PropTech Company (PTC) a DIFC Company through which Keyper provides theplatform PropTech services to Landlord and/or Tenant as agreed on case-by-casebasis versus payment of digital management fees.
1.11. Property Management Agreement means the agreement signed by the Landlordand the Keyper. 1.12. PropTechservices for Landlord (PTSL) Optional Platform services provided by Keyper toLandlord versus the payment of Platform and digital management fees in additionto the Property Management fees.
1.13. PopTech services for Tenant (PTST) Optional supplementary servicesprovided by Keyper to Tenant versus the payment of Platform and digitalmanagement fees in addition to the Rental Amount.
1.14. Platform and digital management fees mean the annual cost to be paid bythe Landlord, Tenant or both to Keyper against the platform and digitalmanagement services to sustainably facilitate the property management services’automation and digital payment solutions including any future PropTech andFintech solutions to be developed by PTC to enhance PTSL and PTST.
1.15. Property Management Fees means the amount set out in the Property ManagementAgreement.
1.16. Region means any Emirate of the United Arab Emirates
1.17. Reserve Value means the amount mentioned in the Property ManagementAgreement made available by the Landlord to Keyper for the maintenance,repairs, and replacements in the Property.
1.18. Rental Amount the consideration paid for the rent of the Rented Unitpursuant to a Tenancy Agreement.
1.19. Rental Unit means the Property or any section thereof that Is beingrented pursuant to a Tenancy Agreement.
1.20. Security Deposit means the security deposit to be advanced by the Tenantpursuant to a Tenancy Agreement and which if transferred by cheque will be heldwith Keyper or if transferred by cash will be held in a bank account of Keypersegregated from Keyper proprietary money but comingled with security depositsof other Tenants.
1.21. Services means the real estate management supervision services to beprovided by Keyper under this Agreement.
1.22. Short Term Rental means a rental of not more than 6 months as per theapplicable Tenancy Agreement.
1.23. Taxes shall mean all existing or future taxes including consumption tax,goods and services tax or any similar tax or charge on goods and/or services,levies, notary public fees, duties, charges, assessments, deductions, orwithholdings, including any interest thereon and any penalties and fines withrespect thereto, whenever, and wherever imposed, levied, collected, orwithheld.
1.24. Tenant means the tenant that will lease/rent the Property pursuant to theTenancy Agreement.
1.25. Tenancy Agreement means the tenancy agreement entered between theLandlord and the Tenant with respect to the Property.
1.26. Keyper means PMTL Real Estate Management Supervision Services TradeLicense no. 1003431 issued by Dubai Economic & Tourism Department andengaged to provide the Services in accordance with the Agreement and includesits employees and agents.
1.27. VAT means the value-added tax applicable in UAE.
2 APPOINTMENT
The Landlord hereby appoints Keyper as its sole and exclusive servicesprovider and, Keyper accepts the appointment to carry out the Services as perthe terms and conditions set forth herein. Landlord warrants and represents toKeyper that it has the requisite authority and legal capacity to hereby appointKeyper and to enter into this Agreement.
2.1 Authority of Keyper. Subject to the approval of Landlord where requiredhereunder, Keyper shall have the power and authority to act on behalf of theLandlord with respect to the duties conferred upon Keyper hereunder. The powerand authority granted by the Landlord to Keyper hereunder shall include thepower and authority to execute and acknowledge, documents involving theLandlord’s Property which are consistent with this Agreement, and all suchother documents as may be necessary to implement the Services of Keyper as setforth in this Agreement.
2.2 Status of Keyper. Landlord and Keyper do not intend to form a jointventure, partnership, or similar relationship. Instead, the Parties intend thatKeyper shall act solely in the capacity of an independent contractor forLandlord. Nothing in this Agreement shall cause Keyper and Landlord to be jointventurers or partners of each other, and neither shall have the power to bindor obligate the other Party by virtue of this Agreement, except as expresslyprovided in this Agreement. Nothing in this Agreement shall deprive orotherwise affect the right of Keyper to own, invest in, manage, or operate, orto conduct business activities which compete with the business of the LandlordProperty.
2.3 to extent required under the requested Services, Landlord grants full andunrestricted authority to Keyper to publish and share information, marketingassets and details in relation to the Property on the Platform and any similaror future digital tool developed, owned and operated by Keyper or any of itsaffiliates.
2.4 The continued availability of any Service shall be subject to Keyper’sconsent, in its sole discretion, and to the fulfilment by Landlord of suchconditions as Keyper may require from time to time. Each time Landlord requestor utilize any Service, it confirms its acceptance and adherence to all policyand procedures applied by Keyper and amended from time to time.
2.5 Keyper, in fulfilling its duties and obligations under this Agreement,shall operate, manage, and rent the Property, in the same manner as iscustomary and usual in the operation, management and leasing of comparableresidential and/or commercial properties (as the case maybe), and shall act solelywith the care, skill, prudence and diligence under the circumstances thenprevailing that a prudent person acting in a like capacity and familiar withsuch matters would use in the conduct of any enterprise of a like character andwith like aims in Dubai market.
3 CONDITION OF PROPERTIES
3.1 Keyper hereby declares and represents that the Property has beenreceived on an “as is” basis and that Keyper will issue a visual inspectionreport setting out photographic condition as well as listing of amenities andfixtures of the Property, dependent on the accessibility to the Property. TheInspection report will be issued solely and exclusively to the benefit of theLandlord and cannot be relied upon by any third party. Landlord herebyacknowledges and accepts that the inspection report cannot be relied upon forassessing the status of the Property and Landlord should seek professionaltechnical services provider to do so.
3.2 Any modification or maintenance that may be required shall be communicatedto the Landlord through a condition report prepared by Keyper and pre-approvedby the Landlord. The cost of such modification and maintenance should be borneby the Landlord from the Reserve Value or from additional funds made availableby The Landlord. Keyper shall be entitled to terminate the Agreement via 3 dayswritten notice with immediate effect and without the need of any action or acourt order in the event the Landlord does not agree to do the requiredmodification and/or maintenance.
3.3 Keyper holds no responsibility for any kind of structural or design flawswithin the Property during the takeover, handover or during and or after thetenancy term. Landlord has the obligation to disclose to Keyper before thesignature of the Agreement any hidden defections that might be source of futurerisk. Parties will agree on a convenient term to allow the Landlord to assign aThird-Party expert to repair the damaged parts of the Property. In case oftemporary or permanent impossibility of reparation, Keyper will not manage theproposed Property.
3.4 It is understood that Keyper shall not be obligated to initiate a processof discovery requiring testing or inspections other than the Inspection reportreferred to under 3.1, unless specifically requested to do so by Landlord inwriting and at Landlord’s expense.
3.5 Landlord represents that to the best of Landlord’s knowledge (after due anddiligent inquiry) the Property and all such equipment comply with allapplicable laws and regulations, and Landlord authorizes Keyper to disclose theownership of the Property to any third parties (including potential tenants,authorities, etc.) and agrees to indemnify, defend and hold harmless Keyper,its principals and employees, from and against all losses, costs, expenses, claimsand liabilities whatsoever which may be imposed on, or asserted against, themby reason of any past, present or future violation, or alleged violation, ofsuch laws, ordinances, statutes or regulations, including without limitation,environmental protection laws, unless any such violations, or allegedviolations, are caused by the gross negligence, willful misconduct, malfeasanceor fraud of Keyper.
4 KEYPER’S ROLE AND OBLIGATIONS (the following shall be applicable dependingon the Services selected by the Landlord under the Property ManagementAgreement)
4.1 Real Estate Management Supervision Services: Keyper shall assist theLandlord with the following:
a. Rental assessment and valuation of the individual rental unit(s). The rentalassessment and valuation shall establish rental rates, rental terms, tenantconcessions, and set out the guidance of the marketing strategies for theProperty.
b. Offering the Property for rent in compliance with applicable laws andregulations.
c. Advertising & marketing activities, including placing signage on theProperty where applicable. Keyper is authorized to supervise the preparation ofall advertising layouts, brochures, campaigns, and model apartments.
d. Use its best efforts to solicit, secure and maintain Tenants for theProperty or any Rental Units thereof.
e. Arranging entry into and execution of Tenancy Agreements.
f. Collection and management of all payments related to the Tenancy Agreementof the Rental Units on behalf of the Landlord digitally or by cheques anddeposit or transfer funds into Landlord’s account accordingly. The refundableSecurity Deposit cheque will, at all times, be in the custody of Keyper.Tenant’s cheques or other means of payments (direct debit, credit card)available on the Platform will be in the name of Keyper/Landlord. It Is herebyunderstood that Keyper shall exercise its reasonable efforts to promptlycollect all Rental Amount and other charges arising from the Tenancy Agreementand Keyper does not, in any way whatsoever, guarantee or indemnify the Landlordif the payment was not completed by the Tenant thereof.
g. Ejari Registration of Tenancy Agreements in accordance with applicable lawsand regulations.
h. Participate with the Tenant in move-in and move-out inspections (includingkey handover) and record in writing any damage to the Rental Unit at the timethe Tenant moved in and any damage occurring during the Tenant’s occupancy.
i. Take inventory schedule in case of furnished and semi-furnished rentalunits.
j. Arranging all inspection, repairs, replacements, and decoration necessary tomaintain the Property in good condition by sub-contracting these services tothird party service providers in order to ensure the operating efficiency andpreservation of the Property
k. Follow up on default payments and issue notices directly to Tenants inaccordance with applicable laws and regulations.
l. Renewal of Tenancy Agreements with direct issuance of renewal notices andRental Amount increase notices in accordance with applicable laws andregulations.
m. Follow up on final bills at the end of a Tenancy Agreement.
n. Return of Security Deposit at the end of the tenancy to the Tenant, minusany deductions in accordance with the Tenancy Agreement.
o. Manage all Tenant queries related to the Property
p. Attend to maintenance issues and negotiate with the master developer andthird-party maintenance providers for any minor and major repairs costs.
q. Recommend actions on any major or minor repairs required in the Property inwriting and execute the maintenance with written approval from the Landlord.Minor repairs are related to day-to-day wear and tear. Major repairs arerelated to water heaters, water pumps (if applicable), air-conditioning unitsand ducts and major plumbing and electrical issues but not limited toservicing, repairs and / or replacements.
r. Manage the Reserve Value. Keyper shall have the right to transfer amountsfrom the gross revenues to replenish the Reserve Value to cover any shortfall.
s. Maintain necessary records of all payment receipts, Tenant’s documents andall other activities carried out as part of the Services.
4.2 Keyper is hereby authorized, without the need of any consent or approvalfrom the Landlord, to make disbursements from gross revenues collected from theProperty for any amounts reasonably due and payable toward the Property or toKeyper. This includes, but is not limited to, maintenance and repairs,government and public authorities’ fees, outstanding utilities and servicecharges and other charges owed to the Owners Association, Reserve Value andKeyper’s Property Management Fees.
4.3 In cases of emergency, Keyper may make expenditures for repairs whichexceed the Reserve Value without prior approval, if it is necessary, in thereasonable judgement of Keyper, to prevent imminent damage to Property orinjury to persons. Keyper will promptly notify Landlord of any such emergencyexpenditures but no later than three (3) days following such emergency repair,describing the cause of such emergency, the repairs undertaken in connectionwith such emergency, and the cost of such emergency repairs. Landlord shallimmediately, within seven (7) days, repay Keyper all money spent particularlythose exceeding the Reserve Value.
4.4 Landlord reserves the right to conduct an examination of the books andrecords maintained by Keyper for Landlord in relation to the Property, and toperform any and all audit tests relating to Keyper’s activities, either at theProperty, or at any office of Keyper; provided such examination and tests arerelated to those activities performed by Keyper for Landlord. Any and all suchaudits conducted either by Landlord’s employees or appointees will be at thesole expense of Landlord. Keyper will assist and prepare materials requestedregarding any such audit within a
reasonable timeframe.
4.5 Keyper may assign, hire or engage subcontractors, affiliates/third partiesto perform any or all of its obligations under this Agreement; provided,however, that Keyper shall use the same degree of care in selecting any suchsubcontractor as it would if such contractor was being retained to providesimilar services to Keyper.
4.6 Keyper may assign and transfer this Agreement, without Landlord’s consentbut subject to its notification, to a sister company or to any new companywhich purchased all or substantially all of Keyper’s assets, or to anysuccessor by way of merger, consolidation or similar transaction. Subject tothe foregoing, this Agreement will be binding upon, enforceable by, and beattributed to the benefit of Keyper and its respective parents, successors,assigns, and affiliates.
5 LANDLORD’S OBLIGATIONS & ACKNOWLEDGEMENTS (Applicable as per theServices selected under the Property Management Agreement)
5.1 Landlord has irrevocably opted for one of the following Keypermanagement Packages by ticking the corresponding box (for the avoidance ofdoubt, Landlord’s obligations will only be applicable in respect of theservices selected by the Landlord):
5.1.1 Standard Management Package: Keyper will provide Landlord with PropertyManagement services agreed in this Agreement exclusive of the PropTech servicesfor Landlord (PTSL), corresponding to “Property Management” in the Property ManagementAgreement.
5.1.2 Flexible Management Package: Keyper will provide Landlord with certainProperty Management services as agreed upon in this Agreement exclusive of thePropTech services for Landlord (PTSL) and Landlord has no objection that Keyperprovides Tenant with PropTech services for Tenant (PTST) as per the agreedterms in the Tenancy Agreement, corresponding to “RNPL without Upfront Payment”in the Property Management Agreement.
5.1.3 Enhanced Package: Keyper will provide Landlord with certain PropertyManagement services as agreed upon in this Agreement plus the PropTech servicesfor Landlord (PTSL) versus the deduction by Keyper of the Platform and digitalmanagement fees from the annual Rental Amount with tenancy Agreement notinclusive of PropTech services for Tenant (PTST), corresponding to “withUpfront Payment” in the Property Management Agreement.
5.1.4 Dynamic Management Package: Keyper will provide Landlord with certainProperty Management services as agreed upon in this Agreement plus the PropTechservices for Landlord (PTSL) versus the deduction by Keyper of the Platform anddigital management fees from the annual Rental Amount with non-objection fromthe Landlord that Keyper provides Tenant with PropTech services for Tenant(PTST) as per the agreed terms in the Tenancy Agreement, corresponding to “RNPLwith Upfront Payment” in the Property Management Agreement.
5.1.5 The Landlord agrees to disclose all known material facts about theProperty which could affect a Tenant’s use or enjoyment of the Property,disclose information which could have a material impact on either parties’ability to fulfil their obligations (both at law and contract) under theTenancy Agreement, respond in good faith and so far as Keyper is aware, provideaccurate information in relation to the Property.
5.2 The Landlord may not unreasonably withhold any proposal for renting theProperty if the offer made is within the agreed-upon prices and guidelines. Landlordalso pre-agrees that in case of an early termination of the Tenancy Agreementfor any reason, Keyper can immediately release the unit once physically vacatedfor similar or better Annual Rent than the defaulted lease.
5.3 Landlord acknowledges and agrees that Keyper assumes no liabilitywhatsoever for any acts or omissions of Landlord, or any previous or subsequentlandlords or managers of the Property, or any agents or any previous orsubsequent agents of either. Keyper assumes no liability for any failure of, ordefault by, any Tenant in the payment of any Rental Amount or other charges dueto the Landlord or in the performance of any obligations owed by any Tenant tothe Landlord pursuant to any Tenancy Agreement or otherwise. Keyper assumes noliability for violations of environmental or other building regulations otherthan (i) to exercise its best reasonable efforts to comply with suchregulations, and (ii) to promptly notify Landlord of violations or hazardsdiscovered. It is understood that Keyper shall not be obligated to initiate aprocess of discovery requiring testing or inspections not normally performed inthe routine operation of the Property, unless specifically requested to do soby Landlord in writing and at Landlord’s expense. Keyper assumes noresponsibility or liability for the provision of security services or devicesother than to supervise such contractor(s) providing security services for theProperty.
5.4 The Landlord understands and agrees that Keyper performs an administrativerole in supervising properties on behalf of the Landlord. Any expenses relatedto legal actions against Tenants (serving notices, eviction, police cases,legal actions etc.) shall be paid by the Landlord in addition to Keyper’sTenant dispute resolution fee as indicated in the Property Management Agreementof this Agreement.
5.5 In the event the Initial Reserve Value has been used for any matter arisingfrom this Agreement, Keyper shall notify the Landlord once the remainingbalance has reached the minimum amount of AED 500 (Five Hundred UAE Dirhams.The Landlord will replenish in order to reach again the Initial Reserve Balancewithin five (5) days from receipt of a written notification from Keyper as tothe utilization of the Reserve Balance. If Rental Amounts are received byKeyper on behalf of the landlord, no Reserve Value will be required.
5.6 The Landlord agrees to make available to Keyper all data, records, keys,access cards and documents pertaining to the Property, which Keyper may requireto properly exercise the Services outlined within this Agreement.
5.7 The Landlord will provide Keyper (if and when required) with a Power ofAttorney notarized by Notary Public Dubai to allow Keyper to fulfil itsobligations under the terms of this Agreement or any other form as requestedincluding appearing before The Rental Dispute Settlement Centre (RDC) andgiving the same powers to advocates as my be needed for all dispute mattersarising out of any Tenancy Agreement or connected to.
5.8 To the extent permitted by law, the Landlord agrees to defend, indemnify,and save Keyper and its principals and employees from and against all claims,investigations and suits in connection with the Property, provided that suchclaims, investigations and suits are attributable to bodily injury, sickness,disease, or death, or to injury to or destruction of tangible property, andsuch claims and suits arise, or are alleged to arise, in whole or in part outof any negligent act or omission of the Landlord.
5.9 Keyper shall not be required to request approval from the Landlord for anycosts and/or expenses to be incurred in relation to the actions pertaining tothe performance of operations as long as such costs and/or expenses are lessthan the Petty Cash. Whenever the consent or approval of the Landlord isrequired, such consent or approval shall not be unreasonably withheld ordelayed. Such consent shall be in writing by the Landlord; provided, that suchconsent or approval would be required for Keyper to perform its obligationunder this Agreement, Keyper shall not be responsible for a failure to performits obligations as a result of the Landlord’s refusal or unreasonable delay toconsent or approve.
In the event Keyper engages an independent contractor for any works that may berequired in relation to the Property, Keyper shall have no liability whatsoeverin relation to the quality or fitness of any works performed by the independentcontractor. Keyper shall oversee the work being carried out by the independentcontractor and at all times represent the interest of the Landlord in ensuringthat all works are carried out correctly and within the approved budget.
5.10 The Landlord must inform Keyper ahead about their intention to sell aProperty in the assigned portfolio, minimum ninety (90) days prior. If theLandlord decides to sell the Property (or any Rental Unit) during the Term, theLandlord then agrees to offer the property for sale exclusively through Keyperfor a minimum period of three months (commercial terms of such agreement willbe governed by a separate representation agreement). In the event the foregoingexclusivity period lapsed without selling the Property, the Landlord shall havethe right to appoint an additional selling agent and shall make sure that suchagent sings an “agent to agent” arrangement with Keyper in order to share thecommission arising from the sale of the Property.
5.11 Upon request by Keyper, the Landlord will produce copies of any policies,licenses, permits, insurance or approvals related to the Landlord’s dutiesunder this Agreement.
5.12 The Landlord shall insure and keep insured the Property for the cost ofrebuilding and reinstating the Property against loss or damage by any risksagainst which a prudent Landlord would insure.
6 PROPERTY MANAGEMENT FEES & PLATFORM AND DIGITAL MANAGEMENT FEES
6.1 If Landlord opts for one of the management packages mentioned above inarticles (5.1.3) or (5.1.4), he agrees that Keyper will irrevocably deduct aplatform and digital management fees from the collected Rental Amount which area percentage of the agreed Rental Amount as set out under the Application.
6.2 Landlord agrees also that the Platform and Digital Management Fees will bededucted directly and in advance form the collected Rental Amount independentlyfrom the payment periodicity agreed with the Tenant (Monthly, Quarterly orAnnually). In addition, the Landlord agrees to pay Keyper an annual payment ofthe Property Management Fee as indicated in the Property Management Agreement ofthis Agreement. For Short-Term Rental, the Short-Term Rental Management Feesreferred to under the Property Management Agreement shall apply.
6.3 The Landlord is under the obligation to pay for all fees and expensespayable for the use of the Platform as per the rates set out from time to time.
6.4 Such Property Management Fees are exclusive of any VAT, tax, or othergovernment fees, which shall be paid in addition to the Property Management Feeas per the invoice from Keyper.
6.5 Additional charges apply in connection with developer handover services andTenant dispute resolution.
6.6 Landlord agrees that fees charged by Keyper for Services provided underthis Agreement which Keyper may change, vary or modify, in its discretion, atany time subject to a prior notice to the Landlord. Such notification shall beeffected via electronic means through email. The new applicable rates will takeeffect within a minimum period of 30 calendar days as of the date of theLandlord’s notification.
6.7 Landlord agrees to comply with all laws and regulations related to Taxesapplicable to the transactions and operations provided hereunder and to allServices rendered under this Agreement as well as to the Property. Landlordshall bear all Taxes in particular VAT pertaining to all Services rendered byKeyper under this Agreement.
6.8 Where Keyper is bound by law or by agreement, to provide information and/ordocuments pertaining to the Property or the Landlord to any tax authority,Landlord hereby authorizes Keyper to provide such information and/or documentsat its discretion to any tax authority.
7 PAYMENT TERMS
7.1 Property Management Fees are only due and payable on Rental Unit(s)either commencing on the start date of the Tenancy Agreement or the date of anew lease.
7.2 Invoices related to Fees and Reserve Value as well as other maintenanceservices are payable by the Landlord on receipt and if payment is not receivedwithin 30 days from receipt of the invoice, Keyper reserves the right to ceaseall Services until the outstanding amount has been cleared while reserving itsright to deduct outstanding amounts against gross revenues received in relationto the Property as per clause 4.2.
7.3 Where any funds are received other than in AED, Keyper shall convert such funds, unless requested otherwise by Landlord, into AED at the prevailing rates available in the markets.
8 TERM AND TERMINATION
8.1 Irrespective of any term or duration provided under the Property Management Agreement, this Agreement can be terminated when Keyper gives the Landlord30 days advance written notice of termination without penalty.
8.2 unless other provided under the Property Management Agreement, the term ofthis Agreement shall commence on the Date of Agreement and shall be valid for oneyear with an automatic renewal unless either Party gives the other Party 30days advance written notice of termination without penalty.
8.3 Upon the termination of the Agreement, if Keyper is holding the SecurityDeposit on behalf of the Landlord, Keyper agrees to transfer the balance of theSecurity Deposit to the Landlord provided Keyper is furnished with an executed documentthat mentions the deposit shall be held by the Landlord. Notwithstanding theforegoing, Keyper shall have the right to retain the Security Deposit if theProperty Management Agreement allows it to do that or if there are outstandingor potential liabilities or dues on the Landlord.
8.4 Termination of this Agreement shall not terminate any rights or obligationsof the Parties which arose prior to such termination, or those obligationsexplicitly identified herein as surviving the expiration or termination of thisAgreement. All fees of Keyper accrued up to the termination shall be paid toKeyper without within 30 days.
8.5 Upon expiration or termination of this Agreement, the Landlord shall remainbound by the obligations of all contracts for services, supplies andalterations and the Tenancy Agreement(s) Keyper has entered into in connectionwith the performance of this Agreement and unless otherwise agreed in writing.
9 REPRESENTATIONS, WARRANTIES AND COVENANTS
9.1 Each Party represents and warrants to the other Party that:
9.1.1 it is duly incorporated in its jurisdiction of incorporation, asindicated in the preamble to this Agreement to the extent the Party is anentity;
and
9.1.2 the entry into and performance of this Agreement does not and will notviolate any fiduciary duty or other duty it may have to any other person orviolate the terms of any applicable agreements.
9.2 Each Party covenants to the other Party that it will not either alone orthrough its agents, take any action that would be inconsistent with anyapplicable laws and regulations relating to the performance of its obligationsunder this Agreement.
9.3 Force Majeure: Neither Party shall be in breach of the Agreement nor liablefor delay in performing, or failure to perform, any of its obligations underthe Agreement if such delay or failure result from events, circumstances orcauses beyond its reasonable control, that it could not reasonably have beenforeseen at the time of the conclusion of the Agreement; and that the effectsof the impediment could not reasonably have been avoided or overcome by theAffected Party. If the period of delay or non-performance continues for two (2)months, the Party not affected may terminate the Agreement by giving writtennotice to the affected Party.
9.4 Each Party acknowledges that in entering into this Agreement, it has notrelied on any statement(s), representation(s), assurance or warranty (whethermade negligently or innocently) other than those expressly set out in thisAgreement or the documents referred to in it.
9.5 If any provision of this Agreement (or part of a provision) is found by anycourt or administrative body of a competent jurisdiction to be invalid,unenforceable or illegal, the other provisions shall remain in force. If anyinvalid, unenforceable or illegal provision would be valid, enforceable orlegal if some part of it were deleted, the provision shall apply with theminimum modification necessary to make it legal, valid and enforceable.
9.6 No variation of this Agreement shall be effective unless it is in writingand signed by the Parties (or their authorized representatives).
9.7 Landlord, and its representatives, acknowledge and agree that Keyper and/orits suppliers, as applicable, retain full ownership of all proprietary rightsin the Services, the Platform and in all trade names, trademarks, servicemarks, logos, and domain names (“Keyper Marks”) associated or displayed (i)with the Services provided pursuant to the Agreement and/or (ii) on thePlatform. Landlord, and its representatives, may not, whether directly,indirectly or third parties, frame or utilize framing techniques to enclose anyKeyper Marks, or other proprietary information (including images, text, pagelayout, or form) of Keyper without express written consent. Landlord may notuse any meta tags or any other “hidden text” utilizing Keyper Marks withoutKeyper’s express written consent.
9.8 Landlord, or any of its representatives, may provide feedback, suggestionscomments, improvements, and ideas (collectively “Feedback”). Landlord, or anyof its representatives, agree that Keyper may use and exploit all Feedback forany purpose without obligation of any kind and without any obligation ofconfidentiality, attribution, accounting, compensation, or other duty toaccount to Landlord, or any of its representatives.
10 LIABILITY AND INDEMNIFICATION
10.1 With respect to the Services provided under the Agreement, theliability of Keyper is limited to direct damage sustained by Landlord as aresult of the Keyper’s gross negligence or willful misconduct, if any, in theperformance of the Services rendered under this Agreement. Landlord agrees toindemnify, defend and hold harmless Keyper, its affiliates, officers,directors, employees, consultants, agents, suppliers and officers from any andall third party claims, liability, damages and/or costs (including, but notlimited to, attorneys’ fees) arising from the use by the Landlord of theServices, the violation of this Agreement or the infringement or violation byLandlord or any other related person thereof, of any intellectual property orother right of any person or entity or applicable law.
10.2 In no event shall Keyper be liable for the consequential, special,incidental or primitive loss, damage or expense caused to the Landlord or anyof its principals, sister companies, affiliates and subsidiaries or to anyother third party (including without limitations, lost profits, opportunitycosts, etc), even if they might have been advised of their possible occurrence.
10.3 In no event shall Keyper be liable for any responsibility, damages,losses, liability towards any party that may arise as a result of the Propertyor the Tenancy Agreements.
10.4 With respect to claims from third parties, Landlord agrees to indemnifyand hold harmless Keyper and its personnel from and against any claims,liability, costs and/or expenses (including reasonable attorney’s fees) broughtagainst, or paid or incurred by Keyper at any time, and in any way, resultingfrom the action or demands of third parties and relating to Keyper Services renderedunder this Agreement, except to the extent finally determined to have resultedfrom the gross negligence or willful misconduct of Keyper.
10.5 Keyper’s maximum liability relating to the Services rendered under thisAgreement (regardless of the form of action, whether by contract, negligence orotherwise) shall be limited to the fees paid to Keyper during the immediatelypreceding three months of the event giving rise to liability.
10.6 The provisions set forth in this clause 10 shall survive the terminationof this Agreement for a period of 1 year.
11 ELECTRONIC DEALINGS AND SIGNATURES
Each Party agrees that this Agreement, any Tenancy Agreement, and any otherdocuments to be delivered in connection herewith may be electronically signed,and that any electronic signatures appearing on this Agreement, any TenancyAgreement, or such other documents are the same as handwritten signatures forthe purposes of validity, enforceability, and admissibility unless otherwiserequired by the applicable law. Each Party, further, agrees that the electronicsignatures, whether digital or encrypted, of the Parties included in thisAgreement or in a Tenancy Agreement are intended to authenticate this writingand to have the same force and effect as manual signatures. Delivery of a copyof this Agreement, any Tenancy Agreement or any other document contemplatedhereby bearing an original or electronic signature by electronic transmission(whether directly from by email or through DocuSign, whether mediated by theworldwide web), by electronic mail in “portable document format” (“.pdf”) form,or by any other electronic means intended to preserve the original graphic andpictorial appearance of a document, will have the same effect as physicaldelivery of the paper document bearing an original or electronic signature unlessotherwise required by the applicable
law.
12 DATA PROCESSING
12.1 Landlord agrees that Keyper shall have the right to process its personaldata for purposes of providing its Services under this Agreement with fullcompliance with the prerequisites of UAE Data Protection Law
12.2 Landlord grants to Keyper a worldwide, non-exclusive, royalty-free licenseto aggregate anonymized Landlord data with other data, including the anonymizedcustomer data of other Keyper customers so long as such aggregation omits anydata that would enable the identification of Landlord or the customer(“Aggregated Data”). Landlord further grants Keyper a worldwide, perpetual,royalty-free license to use, modify, distribute and create derivative worksbased on such Aggregated Data, including all reports, statistics or analysescreated or derived therefrom. Additionally, Landlord grants to Keyper the rightto access Landlord data to provide feedback to Landlord concerning Landlord’suse of the Services.
12.3 Third-Party Sites. The Platform may contain third party content and linksto third party sites that are completely independent of the Platform and notowned or controlled by Keyper (” Third-Party Sites”). Links to Third PartySites are included solely for the convenience of the Landlord and other usersand do not constitute any approval, endorsement, or warranty by Keyper.Moreover, Keyper is not responsible for the content, security, operation, oruse of any Third-Party Sites or the products or services that may be offered orobtained through them or for the accuracy, completeness, or reliability of anyinformation obtained from a Third-Party Site. Any information you submit to theThird-Party Sites will not be collected or controlled by Keyper. It will besubject to the privacy notice or terms of use applicable to the Third-PartySite. It is Landlord’s responsibility to review those policies beforesubmitting your information to the Third-Party Site and Landlord provides itsinformation to Third Party Sites at your own risk. Landlord expressly relievesKeyper from any and all loss, damages or other liabilities Landlord incurs as aresult of its access to, or use of, any Third-Party Sites.
12.4 Third-Party Service Providers. Landlord agrees that Keyper through theoffering of its Services uses the services of third-party services providers(the “Third-Party Service Providers”). The continuous use by the Landlord ofthe Services, Landlord signifies its acceptance of both the Agreement and,Keyper and the Third-Party Service Providers terms of use (the “Third-PartyService Providers Terms”). Landlord hereby acknowledges and agrees that theThird-Party Service Providers Terms will govern certain aspects of Servicesoffered by the Third-Party Service Providers and that are part of the Services(the “Third-Party Services”). Landlord agrees to be bound by, and bear therisks associated with, the Third-Party Service Providers Terms whether theycreate a contractual relationship directly between Landlord and the Third-PartyService Providers or a contractual relationship between Keyper and theThird-Party Service Providers. Keyper does not warrant the Third-Party Servicesin and assumes no liability to Landlord with respect to the Third-PartyServices. The Third-Party Service Provider is the sole party liable to Landlordto the extent possible.
13 COSTS AND EXPENSES
Each Party shall bear all costs and expenses incurred by it in connection withthe preparation, implementation and performance of this Agreement.
14 REPUTATION
Neither Party shall do anything, or engage in any activity, which is likely to adversely affect, or damage, the other Party’s good name and/or reputation.
15 Waiver
The failure of anyParty to enforce, at any time, any provision or clause of this Agreement or anyright related thereto shall not be construed as a waiver of such provisions or clauses or as a waiver of the right of such party thereafter to enforce anyjudgment or right related to this Agreement.
16 NOTICES
16.1 Service. Any notice under this Agreement shall be sufficiently served ifsent by hand delivery, registered mail, recorded delivery or email to the relevantParty’s representative at the address stated in the Particulars.
16.2 Receipt. Any such notice will be deemed to have been received: (i) ifdelivered personally, at the time of delivery provided that if delivery occursbefore 9.00 am on a Business Day the notice will be deemed to have beenreceived at 9.00 am on that day, and if delivery occurs after 5.00 pm on aBusiness Day, or on a day which is not a Business Day, the notice will bedeemed to have been received at 9.00 am on the next Business Day (ii) in thecase of registered post, at 9.00 am on the second Business Day after posting;and (iii) in the case of email, at the time of sending.
16.3 Amendments. This Agreement may not be changed, altered, modified, orwaived without the written consent of the Parties or their legalrepresentatives.
17 GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by the laws of the Emirate of Dubai andthe applicable federal laws of the United Arab Emirates. Any dispute arisingout of or in connection with this Agreement, including any question regardingits existence, validity or termination, which cannot be resolved amicablywithin thirty (30) days of the notice of the Dispute, shall be subject to theexclusive jurisdiction of the Dubai Courts.
18 Force Majeure
Neither party to thisAgreement shall be liable to the other party for any delay in the performanceor non-performance of its obligations under this Agreement for any reasonbeyond its reasonable control, and the affected party shall immediately uponthe occurrence of any such event notify the other party in writing, andthereafter this party shall make reasonable efforts to fully comply with theterms of this Agreement as soon as possible.
19 Invalidity
If any provision orclause of this Agreement is found to be invalid, unenforceable, or illegal, theremaining provisions shall remain valid and enforceable to the fullest extentpossible.
20 Severability of Provisions and Clauses:
If any provisions orclauses of this Agreement are found to be invalid, illegal, or unenforceable,the parties shall in such case negotiate in good faith to agree satisfactorilyon the provision or clause that will replace the invalid, illegal, or unenforceableprovision or clause to give effect to the intent of the parties as set forth inthe Agreement. If an agreement on this provision is not reached within threemonths of the start of such negotiations, the Agreement shall automaticallyterminate. The obligations of the parties under any invalid, illegal, orunenforceable provision of the Agreement shall cease during these negotiations.
21 ENTIRE AGREEMENT
The PROPERTY MANAGEMENT AGREEMENT shall constitute an integral part of thisAgreement. This Agreement, together with the PROPERTY MANAGEMENT AGREEMENT,constitutes the entire Agreement and understanding of the parties with respectto its subject matter and replaces and supersedes all prior or contemporaneousAgreements or undertakings regarding such subject matter.
22 COUNTERPARTS
This Agreement may beexecuted in any number of counterparts and by the several Parties on separatecounterparts each of which when so executed shall be an original, but allcounterparts shall together constitute one and the same instrument.
BY SIGNING OR ACCEPTING THE PROPERTY MANAGEMENT AGREEMENT OR USING SERVICES,YOU IRREVOCABLY AND UNCONDITIONALLY ACCEPT AND AGREE TO ALL OF THE TERMS ANDCONDITIONS CONTAINED HEREIN.
THESE TERMS AND CONDITIONS CONSTITUTE A LEGALLY BINDING AGREEMENT TOGETHER WITHTHE PROPERTY MANAGEMENT AGREEMENT BETWEEN YOU, WHETHER PERSONALLY OR ON BEHALFOF AN ENTITY (THE “LANDLORD”) AND PMTL REAL ESTATE MANAGEMENT SUPERVISIONSERVICES L.L.C. (“KEYPER”). FOR THE PURPOSE OF THE AGREEMENT, REFERENCES TO“AFFILIATES” INCLUDES KEYPER’S ADMINISTRATORS, SUCCESSORS-IN-INTEREST,PERMITTED ASSIGNS AND AFFILIATES. THESE TERMS AND CONDITIONS AND THE PROPERTY MANAGEMENT AGREEMENT SHALL HEREINAFTER BE REFERRED TO AS THE “AGREEMENT”. IFYOU CONTINUE TO USE THE SERVICES, YOU ARE AGREEING TO BE BOUND BY THE AGREEMENT, IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THISAGREEMENT, YOU MAY NOT USE OR ACCESS THE SERVICES.
PREAMBLE
Whereas:
I. The Landlord owns, operates and/or its representative is duly authorized asper the Power of Attorney no. certified by the Notary Public Dubai on andexpiring on to manage on behalf of the Landlord the Property/Properties withcomplete details listed in the Property Management Agreement.
II. Keyper is a professional practice that has the necessary knowledge,expertise and experience and is duly licensed to provide brokerage and realestate management supervision services and RNPL as required by the Landlord(the “Services”). The type of Services will be selected by the Landlordunder the Property Management Agreement
III. In consideration of the fees and charges specified in this Agreement andsubject to the terms and conditions hereof, the Landlord desires to engageKeyper to provide the Services and Keyper agrees to provide the same at theProperties during the Term.
IV. The provision of the Services shall be in accordance with the terms andsubject to the conditions specified in these Terms and Conditions, whichtogether with the Property Management Agreement and all documents referredthereunder and/or Schedules attached thereto (as may be amended from time totime to include additional Properties) shall constitute an integral part of theAgreement.
The Landlord and Keyper are individually referred to as a “Party” or jointly asthe “Parties”.
1 DEFINITION ANDINTERPRETATION
The following wordsand phrases shall have the meaning respectively assigned to them hereunder andin the Property Management Agreement:1.1. Agreement meanscollectively these Terms and Conditions, Property Management Agreement and anyother document referred to under the Property Management Agreement along withthe Schedules in accordance with which Keyper agrees to provide the Services.
1.2. Applicable Laws means the laws and regulations of Dubai and the applicablefederal laws of the United Arab (UAE).
1.3. Authority means any ministry, department, local authority, or other entityin UAE having jurisdiction over the Landlord’s Property, the Parties and/or theperformance of the Services.
1.4. Best Practice means the exercise of such levels of skill, care, diligence,and foresight which would reasonably be expected from a service provider inDubai providing substantially the same or similar services.
1.5. Landlord means either the legal owner of the Property/Properties or theperson who was duly appointed by the legal owner to represent him and enterinto this Agreement on the legal owner’s behalf.
1.6. Landlord’s Property or Property(ies) means any and all properties that aremade available to Keyper by the Landlord for use in connection with theAgreement.
1.7. Party means either The Landlord or Keyper as the context requires and“Parties” means both of them.
1.8. Petty Cash means the minimum amount set forth under the Application thatKeyper will be holding to pay actions relating the performance of operations.
1.9. Platform means the web/app platform developed, owned, and operated by PTCor any of its affiliates for purposes, Inter alia, of offering the Property forrental and for managing the relationship between the Landlord and Tenant.
1.10. PropTech Company (PTC) a DIFC Company through which Keyper provides theplatform PropTech services to Landlord and/or Tenant as agreed on case-by-casebasis versus payment of digital management fees.
1.11. Property Management Agreement means the agreement signed by the Landlordand the Keyper. 1.12. PropTechservices for Landlord (PTSL) Optional Platform services provided by Keyper toLandlord versus the payment of Platform and digital management fees in additionto the Property Management fees.
1.13. PopTech services for Tenant (PTST) Optional supplementary servicesprovided by Keyper to Tenant versus the payment of Platform and digitalmanagement fees in addition to the Rental Amount.
1.14. Platform and digital management fees mean the annual cost to be paid bythe Landlord, Tenant or both to Keyper against the platform and digitalmanagement services to sustainably facilitate the property management services’automation and digital payment solutions including any future PropTech andFintech solutions to be developed by PTC to enhance PTSL and PTST.
1.15. Property Management Fees means the amount set out in the Property ManagementAgreement.
1.16. Region means any Emirate of the United Arab Emirates
1.17. Reserve Value means the amount mentioned in the Property ManagementAgreement made available by the Landlord to Keyper for the maintenance,repairs, and replacements in the Property.
1.18. Rental Amount the consideration paid for the rent of the Rented Unitpursuant to a Tenancy Agreement.
1.19. Rental Unit means the Property or any section thereof that Is beingrented pursuant to a Tenancy Agreement.
1.20. Security Deposit means the security deposit to be advanced by the Tenantpursuant to a Tenancy Agreement and which if transferred by cheque will be heldwith Keyper or if transferred by cash will be held in a bank account of Keypersegregated from Keyper proprietary money but comingled with security depositsof other Tenants.
1.21. Services means the real estate management supervision services to beprovided by Keyper under this Agreement.
1.22. Short Term Rental means a rental of not more than 6 months as per theapplicable Tenancy Agreement.
1.23. Taxes shall mean all existing or future taxes including consumption tax,goods and services tax or any similar tax or charge on goods and/or services,levies, notary public fees, duties, charges, assessments, deductions, orwithholdings, including any interest thereon and any penalties and fines withrespect thereto, whenever, and wherever imposed, levied, collected, orwithheld.
1.24. Tenant means the tenant that will lease/rent the Property pursuant to theTenancy Agreement.
1.25. Tenancy Agreement means the tenancy agreement entered between theLandlord and the Tenant with respect to the Property.
1.26. Keyper means PMTL Real Estate Management Supervision Services TradeLicense no. 1003431 issued by Dubai Economic & Tourism Department andengaged to provide the Services in accordance with the Agreement and includesits employees and agents.
1.27. VAT means the value-added tax applicable in UAE.
2 APPOINTMENT
The Landlord hereby appoints Keyper as its sole and exclusive servicesprovider and, Keyper accepts the appointment to carry out the Services as perthe terms and conditions set forth herein. Landlord warrants and represents toKeyper that it has the requisite authority and legal capacity to hereby appointKeyper and to enter into this Agreement.
2.1 Authority of Keyper. Subject to the approval of Landlord where requiredhereunder, Keyper shall have the power and authority to act on behalf of theLandlord with respect to the duties conferred upon Keyper hereunder. The powerand authority granted by the Landlord to Keyper hereunder shall include thepower and authority to execute and acknowledge, documents involving theLandlord’s Property which are consistent with this Agreement, and all suchother documents as may be necessary to implement the Services of Keyper as setforth in this Agreement.
2.2 Status of Keyper. Landlord and Keyper do not intend to form a jointventure, partnership, or similar relationship. Instead, the Parties intend thatKeyper shall act solely in the capacity of an independent contractor forLandlord. Nothing in this Agreement shall cause Keyper and Landlord to be jointventurers or partners of each other, and neither shall have the power to bindor obligate the other Party by virtue of this Agreement, except as expresslyprovided in this Agreement. Nothing in this Agreement shall deprive orotherwise affect the right of Keyper to own, invest in, manage, or operate, orto conduct business activities which compete with the business of the LandlordProperty.
2.3 to extent required under the requested Services, Landlord grants full andunrestricted authority to Keyper to publish and share information, marketingassets and details in relation to the Property on the Platform and any similaror future digital tool developed, owned and operated by Keyper or any of itsaffiliates.
2.4 The continued availability of any Service shall be subject to Keyper’sconsent, in its sole discretion, and to the fulfilment by Landlord of suchconditions as Keyper may require from time to time. Each time Landlord requestor utilize any Service, it confirms its acceptance and adherence to all policyand procedures applied by Keyper and amended from time to time.
2.5 Keyper, in fulfilling its duties and obligations under this Agreement,shall operate, manage, and rent the Property, in the same manner as iscustomary and usual in the operation, management and leasing of comparableresidential and/or commercial properties (as the case maybe), and shall act solelywith the care, skill, prudence and diligence under the circumstances thenprevailing that a prudent person acting in a like capacity and familiar withsuch matters would use in the conduct of any enterprise of a like character andwith like aims in Dubai market.
3 CONDITION OF PROPERTIES
3.1 Keyper hereby declares and represents that the Property has beenreceived on an “as is” basis and that Keyper will issue a visual inspectionreport setting out photographic condition as well as listing of amenities andfixtures of the Property, dependent on the accessibility to the Property. TheInspection report will be issued solely and exclusively to the benefit of theLandlord and cannot be relied upon by any third party. Landlord herebyacknowledges and accepts that the inspection report cannot be relied upon forassessing the status of the Property and Landlord should seek professionaltechnical services provider to do so.
3.2 Any modification or maintenance that may be required shall be communicatedto the Landlord through a condition report prepared by Keyper and pre-approvedby the Landlord. The cost of such modification and maintenance should be borneby the Landlord from the Reserve Value or from additional funds made availableby The Landlord. Keyper shall be entitled to terminate the Agreement via 3 dayswritten notice with immediate effect and without the need of any action or acourt order in the event the Landlord does not agree to do the requiredmodification and/or maintenance.
3.3 Keyper holds no responsibility for any kind of structural or design flawswithin the Property during the takeover, handover or during and or after thetenancy term. Landlord has the obligation to disclose to Keyper before thesignature of the Agreement any hidden defections that might be source of futurerisk. Parties will agree on a convenient term to allow the Landlord to assign aThird-Party expert to repair the damaged parts of the Property. In case oftemporary or permanent impossibility of reparation, Keyper will not manage theproposed Property.
3.4 It is understood that Keyper shall not be obligated to initiate a processof discovery requiring testing or inspections other than the Inspection reportreferred to under 3.1, unless specifically requested to do so by Landlord inwriting and at Landlord’s expense.
3.5 Landlord represents that to the best of Landlord’s knowledge (after due anddiligent inquiry) the Property and all such equipment comply with allapplicable laws and regulations, and Landlord authorizes Keyper to disclose theownership of the Property to any third parties (including potential tenants,authorities, etc.) and agrees to indemnify, defend and hold harmless Keyper,its principals and employees, from and against all losses, costs, expenses, claimsand liabilities whatsoever which may be imposed on, or asserted against, themby reason of any past, present or future violation, or alleged violation, ofsuch laws, ordinances, statutes or regulations, including without limitation,environmental protection laws, unless any such violations, or allegedviolations, are caused by the gross negligence, willful misconduct, malfeasanceor fraud of Keyper.
4 KEYPER’S ROLE AND OBLIGATIONS (the following shall be applicable dependingon the Services selected by the Landlord under the Property ManagementAgreement)
4.1 Real Estate Management Supervision Services: Keyper shall assist theLandlord with the following:
a. Rental assessment and valuation of the individual rental unit(s). The rentalassessment and valuation shall establish rental rates, rental terms, tenantconcessions, and set out the guidance of the marketing strategies for theProperty.
b. Offering the Property for rent in compliance with applicable laws andregulations.
c. Advertising & marketing activities, including placing signage on theProperty where applicable. Keyper is authorized to supervise the preparation ofall advertising layouts, brochures, campaigns, and model apartments.
d. Use its best efforts to solicit, secure and maintain Tenants for theProperty or any Rental Units thereof.
e. Arranging entry into and execution of Tenancy Agreements.
f. Collection and management of all payments related to the Tenancy Agreementof the Rental Units on behalf of the Landlord digitally or by cheques anddeposit or transfer funds into Landlord’s account accordingly. The refundableSecurity Deposit cheque will, at all times, be in the custody of Keyper.Tenant’s cheques or other means of payments (direct debit, credit card)available on the Platform will be in the name of Keyper/Landlord. It Is herebyunderstood that Keyper shall exercise its reasonable efforts to promptlycollect all Rental Amount and other charges arising from the Tenancy Agreementand Keyper does not, in any way whatsoever, guarantee or indemnify the Landlordif the payment was not completed by the Tenant thereof.
g. Ejari Registration of Tenancy Agreements in accordance with applicable lawsand regulations.
h. Participate with the Tenant in move-in and move-out inspections (includingkey handover) and record in writing any damage to the Rental Unit at the timethe Tenant moved in and any damage occurring during the Tenant’s occupancy.
i. Take inventory schedule in case of furnished and semi-furnished rentalunits.
j. Arranging all inspection, repairs, replacements, and decoration necessary tomaintain the Property in good condition by sub-contracting these services tothird party service providers in order to ensure the operating efficiency andpreservation of the Property
k. Follow up on default payments and issue notices directly to Tenants inaccordance with applicable laws and regulations.
l. Renewal of Tenancy Agreements with direct issuance of renewal notices andRental Amount increase notices in accordance with applicable laws andregulations.
m. Follow up on final bills at the end of a Tenancy Agreement.
n. Return of Security Deposit at the end of the tenancy to the Tenant, minusany deductions in accordance with the Tenancy Agreement.
o. Manage all Tenant queries related to the Property
p. Attend to maintenance issues and negotiate with the master developer andthird-party maintenance providers for any minor and major repairs costs.
q. Recommend actions on any major or minor repairs required in the Property inwriting and execute the maintenance with written approval from the Landlord.Minor repairs are related to day-to-day wear and tear. Major repairs arerelated to water heaters, water pumps (if applicable), air-conditioning unitsand ducts and major plumbing and electrical issues but not limited toservicing, repairs and / or replacements.
r. Manage the Reserve Value. Keyper shall have the right to transfer amountsfrom the gross revenues to replenish the Reserve Value to cover any shortfall.
s. Maintain necessary records of all payment receipts, Tenant’s documents andall other activities carried out as part of the Services.
4.2 Keyper is hereby authorized, without the need of any consent or approvalfrom the Landlord, to make disbursements from gross revenues collected from theProperty for any amounts reasonably due and payable toward the Property or toKeyper. This includes, but is not limited to, maintenance and repairs,government and public authorities’ fees, outstanding utilities and servicecharges and other charges owed to the Owners Association, Reserve Value andKeyper’s Property Management Fees.
4.3 In cases of emergency, Keyper may make expenditures for repairs whichexceed the Reserve Value without prior approval, if it is necessary, in thereasonable judgement of Keyper, to prevent imminent damage to Property orinjury to persons. Keyper will promptly notify Landlord of any such emergencyexpenditures but no later than three (3) days following such emergency repair,describing the cause of such emergency, the repairs undertaken in connectionwith such emergency, and the cost of such emergency repairs. Landlord shallimmediately, within seven (7) days, repay Keyper all money spent particularlythose exceeding the Reserve Value.
4.4 Landlord reserves the right to conduct an examination of the books andrecords maintained by Keyper for Landlord in relation to the Property, and toperform any and all audit tests relating to Keyper’s activities, either at theProperty, or at any office of Keyper; provided such examination and tests arerelated to those activities performed by Keyper for Landlord. Any and all suchaudits conducted either by Landlord’s employees or appointees will be at thesole expense of Landlord. Keyper will assist and prepare materials requestedregarding any such audit within a
reasonable timeframe.
4.5 Keyper may assign, hire or engage subcontractors, affiliates/third partiesto perform any or all of its obligations under this Agreement; provided,however, that Keyper shall use the same degree of care in selecting any suchsubcontractor as it would if such contractor was being retained to providesimilar services to Keyper.
4.6 Keyper may assign and transfer this Agreement, without Landlord’s consentbut subject to its notification, to a sister company or to any new companywhich purchased all or substantially all of Keyper’s assets, or to anysuccessor by way of merger, consolidation or similar transaction. Subject tothe foregoing, this Agreement will be binding upon, enforceable by, and beattributed to the benefit of Keyper and its respective parents, successors,assigns, and affiliates.
5 LANDLORD’S OBLIGATIONS & ACKNOWLEDGEMENTS (Applicable as per theServices selected under the Property Management Agreement)
5.1 Landlord has irrevocably opted for one of the following Keypermanagement Packages by ticking the corresponding box (for the avoidance ofdoubt, Landlord’s obligations will only be applicable in respect of theservices selected by the Landlord):
5.1.1 Standard Management Package: Keyper will provide Landlord with PropertyManagement services agreed in this Agreement exclusive of the PropTech servicesfor Landlord (PTSL), corresponding to “Property Management” in the Property ManagementAgreement.
5.1.2 Flexible Management Package: Keyper will provide Landlord with certainProperty Management services as agreed upon in this Agreement exclusive of thePropTech services for Landlord (PTSL) and Landlord has no objection that Keyperprovides Tenant with PropTech services for Tenant (PTST) as per the agreedterms in the Tenancy Agreement, corresponding to “RNPL without Upfront Payment”in the Property Management Agreement.
5.1.3 Enhanced Package: Keyper will provide Landlord with certain PropertyManagement services as agreed upon in this Agreement plus the PropTech servicesfor Landlord (PTSL) versus the deduction by Keyper of the Platform and digitalmanagement fees from the annual Rental Amount with tenancy Agreement notinclusive of PropTech services for Tenant (PTST), corresponding to “withUpfront Payment” in the Property Management Agreement.
5.1.4 Dynamic Management Package: Keyper will provide Landlord with certainProperty Management services as agreed upon in this Agreement plus the PropTechservices for Landlord (PTSL) versus the deduction by Keyper of the Platform anddigital management fees from the annual Rental Amount with non-objection fromthe Landlord that Keyper provides Tenant with PropTech services for Tenant(PTST) as per the agreed terms in the Tenancy Agreement, corresponding to “RNPLwith Upfront Payment” in the Property Management Agreement.
5.1.5 The Landlord agrees to disclose all known material facts about theProperty which could affect a Tenant’s use or enjoyment of the Property,disclose information which could have a material impact on either parties’ability to fulfil their obligations (both at law and contract) under theTenancy Agreement, respond in good faith and so far as Keyper is aware, provideaccurate information in relation to the Property.
5.2 The Landlord may not unreasonably withhold any proposal for renting theProperty if the offer made is within the agreed-upon prices and guidelines. Landlordalso pre-agrees that in case of an early termination of the Tenancy Agreementfor any reason, Keyper can immediately release the unit once physically vacatedfor similar or better Annual Rent than the defaulted lease.
5.3 Landlord acknowledges and agrees that Keyper assumes no liabilitywhatsoever for any acts or omissions of Landlord, or any previous or subsequentlandlords or managers of the Property, or any agents or any previous orsubsequent agents of either. Keyper assumes no liability for any failure of, ordefault by, any Tenant in the payment of any Rental Amount or other charges dueto the Landlord or in the performance of any obligations owed by any Tenant tothe Landlord pursuant to any Tenancy Agreement or otherwise. Keyper assumes noliability for violations of environmental or other building regulations otherthan (i) to exercise its best reasonable efforts to comply with suchregulations, and (ii) to promptly notify Landlord of violations or hazardsdiscovered. It is understood that Keyper shall not be obligated to initiate aprocess of discovery requiring testing or inspections not normally performed inthe routine operation of the Property, unless specifically requested to do soby Landlord in writing and at Landlord’s expense. Keyper assumes noresponsibility or liability for the provision of security services or devicesother than to supervise such contractor(s) providing security services for theProperty.
5.4 The Landlord understands and agrees that Keyper performs an administrativerole in supervising properties on behalf of the Landlord. Any expenses relatedto legal actions against Tenants (serving notices, eviction, police cases,legal actions etc.) shall be paid by the Landlord in addition to Keyper’sTenant dispute resolution fee as indicated in the Property Management Agreementof this Agreement.
5.5 In the event the Initial Reserve Value has been used for any matter arisingfrom this Agreement, Keyper shall notify the Landlord once the remainingbalance has reached the minimum amount of AED 500 (Five Hundred UAE Dirhams.The Landlord will replenish in order to reach again the Initial Reserve Balancewithin five (5) days from receipt of a written notification from Keyper as tothe utilization of the Reserve Balance. If Rental Amounts are received byKeyper on behalf of the landlord, no Reserve Value will be required.
5.6 The Landlord agrees to make available to Keyper all data, records, keys,access cards and documents pertaining to the Property, which Keyper may requireto properly exercise the Services outlined within this Agreement.
5.7 The Landlord will provide Keyper (if and when required) with a Power ofAttorney notarized by Notary Public Dubai to allow Keyper to fulfil itsobligations under the terms of this Agreement or any other form as requestedincluding appearing before The Rental Dispute Settlement Centre (RDC) andgiving the same powers to advocates as my be needed for all dispute mattersarising out of any Tenancy Agreement or connected to.
5.8 To the extent permitted by law, the Landlord agrees to defend, indemnify,and save Keyper and its principals and employees from and against all claims,investigations and suits in connection with the Property, provided that suchclaims, investigations and suits are attributable to bodily injury, sickness,disease, or death, or to injury to or destruction of tangible property, andsuch claims and suits arise, or are alleged to arise, in whole or in part outof any negligent act or omission of the Landlord.
5.9 Keyper shall not be required to request approval from the Landlord for anycosts and/or expenses to be incurred in relation to the actions pertaining tothe performance of operations as long as such costs and/or expenses are lessthan the Petty Cash. Whenever the consent or approval of the Landlord isrequired, such consent or approval shall not be unreasonably withheld ordelayed. Such consent shall be in writing by the Landlord; provided, that suchconsent or approval would be required for Keyper to perform its obligationunder this Agreement, Keyper shall not be responsible for a failure to performits obligations as a result of the Landlord’s refusal or unreasonable delay toconsent or approve.
In the event Keyper engages an independent contractor for any works that may berequired in relation to the Property, Keyper shall have no liability whatsoeverin relation to the quality or fitness of any works performed by the independentcontractor. Keyper shall oversee the work being carried out by the independentcontractor and at all times represent the interest of the Landlord in ensuringthat all works are carried out correctly and within the approved budget.
5.10 The Landlord must inform Keyper ahead about their intention to sell aProperty in the assigned portfolio, minimum ninety (90) days prior. If theLandlord decides to sell the Property (or any Rental Unit) during the Term, theLandlord then agrees to offer the property for sale exclusively through Keyperfor a minimum period of three months (commercial terms of such agreement willbe governed by a separate representation agreement). In the event the foregoingexclusivity period lapsed without selling the Property, the Landlord shall havethe right to appoint an additional selling agent and shall make sure that suchagent sings an “agent to agent” arrangement with Keyper in order to share thecommission arising from the sale of the Property.
5.11 Upon request by Keyper, the Landlord will produce copies of any policies,licenses, permits, insurance or approvals related to the Landlord’s dutiesunder this Agreement.
5.12 The Landlord shall insure and keep insured the Property for the cost ofrebuilding and reinstating the Property against loss or damage by any risksagainst which a prudent Landlord would insure.
6 PROPERTY MANAGEMENT FEES & PLATFORM AND DIGITAL MANAGEMENT FEES
6.1 If Landlord opts for one of the management packages mentioned above inarticles (5.1.3) or (5.1.4), he agrees that Keyper will irrevocably deduct aplatform and digital management fees from the collected Rental Amount which area percentage of the agreed Rental Amount as set out under the Application.
6.2 Landlord agrees also that the Platform and Digital Management Fees will bededucted directly and in advance form the collected Rental Amount independentlyfrom the payment periodicity agreed with the Tenant (Monthly, Quarterly orAnnually). In addition, the Landlord agrees to pay Keyper an annual payment ofthe Property Management Fee as indicated in the Property Management Agreement ofthis Agreement. For Short-Term Rental, the Short-Term Rental Management Feesreferred to under the Property Management Agreement shall apply.
6.3 The Landlord is under the obligation to pay for all fees and expensespayable for the use of the Platform as per the rates set out from time to time.
6.4 Such Property Management Fees are exclusive of any VAT, tax, or othergovernment fees, which shall be paid in addition to the Property Management Feeas per the invoice from Keyper.
6.5 Additional charges apply in connection with developer handover services andTenant dispute resolution.
6.6 Landlord agrees that fees charged by Keyper for Services provided underthis Agreement which Keyper may change, vary or modify, in its discretion, atany time subject to a prior notice to the Landlord. Such notification shall beeffected via electronic means through email. The new applicable rates will takeeffect within a minimum period of 30 calendar days as of the date of theLandlord’s notification.
6.7 Landlord agrees to comply with all laws and regulations related to Taxesapplicable to the transactions and operations provided hereunder and to allServices rendered under this Agreement as well as to the Property. Landlordshall bear all Taxes in particular VAT pertaining to all Services rendered byKeyper under this Agreement.
6.8 Where Keyper is bound by law or by agreement, to provide information and/ordocuments pertaining to the Property or the Landlord to any tax authority,Landlord hereby authorizes Keyper to provide such information and/or documentsat its discretion to any tax authority.
7 PAYMENT TERMS
7.1 Property Management Fees are only due and payable on Rental Unit(s)either commencing on the start date of the Tenancy Agreement or the date of anew lease.
7.2 Invoices related to Fees and Reserve Value as well as other maintenanceservices are payable by the Landlord on receipt and if payment is not receivedwithin 30 days from receipt of the invoice, Keyper reserves the right to ceaseall Services until the outstanding amount has been cleared while reserving itsright to deduct outstanding amounts against gross revenues received in relationto the Property as per clause 4.2.
7.3 Where any funds are received other than in AED, Keyper shall convert such funds, unless requested otherwise by Landlord, into AED at the prevailing rates available in the markets.
8 TERM AND TERMINATION
8.1 Irrespective of any term or duration provided under the Property Management Agreement, this Agreement can be terminated when Keyper gives the Landlord30 days advance written notice of termination without penalty.
8.2 unless other provided under the Property Management Agreement, the term ofthis Agreement shall commence on the Date of Agreement and shall be valid for oneyear with an automatic renewal unless either Party gives the other Party 30days advance written notice of termination without penalty.
8.3 Upon the termination of the Agreement, if Keyper is holding the SecurityDeposit on behalf of the Landlord, Keyper agrees to transfer the balance of theSecurity Deposit to the Landlord provided Keyper is furnished with an executed documentthat mentions the deposit shall be held by the Landlord. Notwithstanding theforegoing, Keyper shall have the right to retain the Security Deposit if theProperty Management Agreement allows it to do that or if there are outstandingor potential liabilities or dues on the Landlord.
8.4 Termination of this Agreement shall not terminate any rights or obligationsof the Parties which arose prior to such termination, or those obligationsexplicitly identified herein as surviving the expiration or termination of thisAgreement. All fees of Keyper accrued up to the termination shall be paid toKeyper without within 30 days.
8.5 Upon expiration or termination of this Agreement, the Landlord shall remainbound by the obligations of all contracts for services, supplies andalterations and the Tenancy Agreement(s) Keyper has entered into in connectionwith the performance of this Agreement and unless otherwise agreed in writing.
9 REPRESENTATIONS, WARRANTIES AND COVENANTS
9.1 Each Party represents and warrants to the other Party that:
9.1.1 it is duly incorporated in its jurisdiction of incorporation, asindicated in the preamble to this Agreement to the extent the Party is anentity;
and
9.1.2 the entry into and performance of this Agreement does not and will notviolate any fiduciary duty or other duty it may have to any other person orviolate the terms of any applicable agreements.
9.2 Each Party covenants to the other Party that it will not either alone orthrough its agents, take any action that would be inconsistent with anyapplicable laws and regulations relating to the performance of its obligationsunder this Agreement.
9.3 Force Majeure: Neither Party shall be in breach of the Agreement nor liablefor delay in performing, or failure to perform, any of its obligations underthe Agreement if such delay or failure result from events, circumstances orcauses beyond its reasonable control, that it could not reasonably have beenforeseen at the time of the conclusion of the Agreement; and that the effectsof the impediment could not reasonably have been avoided or overcome by theAffected Party. If the period of delay or non-performance continues for two (2)months, the Party not affected may terminate the Agreement by giving writtennotice to the affected Party.
9.4 Each Party acknowledges that in entering into this Agreement, it has notrelied on any statement(s), representation(s), assurance or warranty (whethermade negligently or innocently) other than those expressly set out in thisAgreement or the documents referred to in it.
9.5 If any provision of this Agreement (or part of a provision) is found by anycourt or administrative body of a competent jurisdiction to be invalid,unenforceable or illegal, the other provisions shall remain in force. If anyinvalid, unenforceable or illegal provision would be valid, enforceable orlegal if some part of it were deleted, the provision shall apply with theminimum modification necessary to make it legal, valid and enforceable.
9.6 No variation of this Agreement shall be effective unless it is in writingand signed by the Parties (or their authorized representatives).
9.7 Landlord, and its representatives, acknowledge and agree that Keyper and/orits suppliers, as applicable, retain full ownership of all proprietary rightsin the Services, the Platform and in all trade names, trademarks, servicemarks, logos, and domain names (“Keyper Marks”) associated or displayed (i)with the Services provided pursuant to the Agreement and/or (ii) on thePlatform. Landlord, and its representatives, may not, whether directly,indirectly or third parties, frame or utilize framing techniques to enclose anyKeyper Marks, or other proprietary information (including images, text, pagelayout, or form) of Keyper without express written consent. Landlord may notuse any meta tags or any other “hidden text” utilizing Keyper Marks withoutKeyper’s express written consent.
9.8 Landlord, or any of its representatives, may provide feedback, suggestionscomments, improvements, and ideas (collectively “Feedback”). Landlord, or anyof its representatives, agree that Keyper may use and exploit all Feedback forany purpose without obligation of any kind and without any obligation ofconfidentiality, attribution, accounting, compensation, or other duty toaccount to Landlord, or any of its representatives.
10 LIABILITY AND INDEMNIFICATION
10.1 With respect to the Services provided under the Agreement, theliability of Keyper is limited to direct damage sustained by Landlord as aresult of the Keyper’s gross negligence or willful misconduct, if any, in theperformance of the Services rendered under this Agreement. Landlord agrees toindemnify, defend and hold harmless Keyper, its affiliates, officers,directors, employees, consultants, agents, suppliers and officers from any andall third party claims, liability, damages and/or costs (including, but notlimited to, attorneys’ fees) arising from the use by the Landlord of theServices, the violation of this Agreement or the infringement or violation byLandlord or any other related person thereof, of any intellectual property orother right of any person or entity or applicable law.
10.2 In no event shall Keyper be liable for the consequential, special,incidental or primitive loss, damage or expense caused to the Landlord or anyof its principals, sister companies, affiliates and subsidiaries or to anyother third party (including without limitations, lost profits, opportunitycosts, etc), even if they might have been advised of their possible occurrence.
10.3 In no event shall Keyper be liable for any responsibility, damages,losses, liability towards any party that may arise as a result of the Propertyor the Tenancy Agreements.
10.4 With respect to claims from third parties, Landlord agrees to indemnifyand hold harmless Keyper and its personnel from and against any claims,liability, costs and/or expenses (including reasonable attorney’s fees) broughtagainst, or paid or incurred by Keyper at any time, and in any way, resultingfrom the action or demands of third parties and relating to Keyper Services renderedunder this Agreement, except to the extent finally determined to have resultedfrom the gross negligence or willful misconduct of Keyper.
10.5 Keyper’s maximum liability relating to the Services rendered under thisAgreement (regardless of the form of action, whether by contract, negligence orotherwise) shall be limited to the fees paid to Keyper during the immediatelypreceding three months of the event giving rise to liability.
10.6 The provisions set forth in this clause 10 shall survive the terminationof this Agreement for a period of 1 year.
11 ELECTRONIC DEALINGS AND SIGNATURES
Each Party agrees that this Agreement, any Tenancy Agreement, and any otherdocuments to be delivered in connection herewith may be electronically signed,and that any electronic signatures appearing on this Agreement, any TenancyAgreement, or such other documents are the same as handwritten signatures forthe purposes of validity, enforceability, and admissibility unless otherwiserequired by the applicable law. Each Party, further, agrees that the electronicsignatures, whether digital or encrypted, of the Parties included in thisAgreement or in a Tenancy Agreement are intended to authenticate this writingand to have the same force and effect as manual signatures. Delivery of a copyof this Agreement, any Tenancy Agreement or any other document contemplatedhereby bearing an original or electronic signature by electronic transmission(whether directly from by email or through DocuSign, whether mediated by theworldwide web), by electronic mail in “portable document format” (“.pdf”) form,or by any other electronic means intended to preserve the original graphic andpictorial appearance of a document, will have the same effect as physicaldelivery of the paper document bearing an original or electronic signature unlessotherwise required by the applicable
law.
12 DATA PROCESSING
12.1 Landlord agrees that Keyper shall have the right to process its personaldata for purposes of providing its Services under this Agreement with fullcompliance with the prerequisites of UAE Data Protection Law
12.2 Landlord grants to Keyper a worldwide, non-exclusive, royalty-free licenseto aggregate anonymized Landlord data with other data, including the anonymizedcustomer data of other Keyper customers so long as such aggregation omits anydata that would enable the identification of Landlord or the customer(“Aggregated Data”). Landlord further grants Keyper a worldwide, perpetual,royalty-free license to use, modify, distribute and create derivative worksbased on such Aggregated Data, including all reports, statistics or analysescreated or derived therefrom. Additionally, Landlord grants to Keyper the rightto access Landlord data to provide feedback to Landlord concerning Landlord’suse of the Services.
12.3 Third-Party Sites. The Platform may contain third party content and linksto third party sites that are completely independent of the Platform and notowned or controlled by Keyper (” Third-Party Sites”). Links to Third PartySites are included solely for the convenience of the Landlord and other usersand do not constitute any approval, endorsement, or warranty by Keyper.Moreover, Keyper is not responsible for the content, security, operation, oruse of any Third-Party Sites or the products or services that may be offered orobtained through them or for the accuracy, completeness, or reliability of anyinformation obtained from a Third-Party Site. Any information you submit to theThird-Party Sites will not be collected or controlled by Keyper. It will besubject to the privacy notice or terms of use applicable to the Third-PartySite. It is Landlord’s responsibility to review those policies beforesubmitting your information to the Third-Party Site and Landlord provides itsinformation to Third Party Sites at your own risk. Landlord expressly relievesKeyper from any and all loss, damages or other liabilities Landlord incurs as aresult of its access to, or use of, any Third-Party Sites.
12.4 Third-Party Service Providers. Landlord agrees that Keyper through theoffering of its Services uses the services of third-party services providers(the “Third-Party Service Providers”). The continuous use by the Landlord ofthe Services, Landlord signifies its acceptance of both the Agreement and,Keyper and the Third-Party Service Providers terms of use (the “Third-PartyService Providers Terms”). Landlord hereby acknowledges and agrees that theThird-Party Service Providers Terms will govern certain aspects of Servicesoffered by the Third-Party Service Providers and that are part of the Services(the “Third-Party Services”). Landlord agrees to be bound by, and bear therisks associated with, the Third-Party Service Providers Terms whether theycreate a contractual relationship directly between Landlord and the Third-PartyService Providers or a contractual relationship between Keyper and theThird-Party Service Providers. Keyper does not warrant the Third-Party Servicesin and assumes no liability to Landlord with respect to the Third-PartyServices. The Third-Party Service Provider is the sole party liable to Landlordto the extent possible.
13 COSTS AND EXPENSES
Each Party shall bear all costs and expenses incurred by it in connection withthe preparation, implementation and performance of this Agreement.
14 REPUTATION
Neither Party shall do anything, or engage in any activity, which is likely to adversely affect, or damage, the other Party’s good name and/or reputation.
15 Waiver
The failure of anyParty to enforce, at any time, any provision or clause of this Agreement or anyright related thereto shall not be construed as a waiver of such provisions or clauses or as a waiver of the right of such party thereafter to enforce anyjudgment or right related to this Agreement.
16 NOTICES
16.1 Service. Any notice under this Agreement shall be sufficiently served ifsent by hand delivery, registered mail, recorded delivery or email to the relevantParty’s representative at the address stated in the Particulars.
16.2 Receipt. Any such notice will be deemed to have been received: (i) ifdelivered personally, at the time of delivery provided that if delivery occursbefore 9.00 am on a Business Day the notice will be deemed to have beenreceived at 9.00 am on that day, and if delivery occurs after 5.00 pm on aBusiness Day, or on a day which is not a Business Day, the notice will bedeemed to have been received at 9.00 am on the next Business Day (ii) in thecase of registered post, at 9.00 am on the second Business Day after posting;and (iii) in the case of email, at the time of sending.
16.3 Amendments. This Agreement may not be changed, altered, modified, orwaived without the written consent of the Parties or their legalrepresentatives.
17 GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by the laws of the Emirate of Dubai andthe applicable federal laws of the United Arab Emirates. Any dispute arisingout of or in connection with this Agreement, including any question regardingits existence, validity or termination, which cannot be resolved amicablywithin thirty (30) days of the notice of the Dispute, shall be subject to theexclusive jurisdiction of the Dubai Courts.
18 Force Majeure
Neither party to thisAgreement shall be liable to the other party for any delay in the performanceor non-performance of its obligations under this Agreement for any reasonbeyond its reasonable control, and the affected party shall immediately uponthe occurrence of any such event notify the other party in writing, andthereafter this party shall make reasonable efforts to fully comply with theterms of this Agreement as soon as possible.
19 Invalidity
If any provision orclause of this Agreement is found to be invalid, unenforceable, or illegal, theremaining provisions shall remain valid and enforceable to the fullest extentpossible.
20 Severability of Provisions and Clauses:
If any provisions orclauses of this Agreement are found to be invalid, illegal, or unenforceable,the parties shall in such case negotiate in good faith to agree satisfactorilyon the provision or clause that will replace the invalid, illegal, or unenforceableprovision or clause to give effect to the intent of the parties as set forth inthe Agreement. If an agreement on this provision is not reached within threemonths of the start of such negotiations, the Agreement shall automaticallyterminate. The obligations of the parties under any invalid, illegal, orunenforceable provision of the Agreement shall cease during these negotiations.
21 ENTIRE AGREEMENT
The PROPERTY MANAGEMENT AGREEMENT shall constitute an integral part of thisAgreement. This Agreement, together with the PROPERTY MANAGEMENT AGREEMENT,constitutes the entire Agreement and understanding of the parties with respectto its subject matter and replaces and supersedes all prior or contemporaneousAgreements or undertakings regarding such subject matter.
22 COUNTERPARTS
This Agreement may beexecuted in any number of counterparts and by the several Parties on separatecounterparts each of which when so executed shall be an original, but allcounterparts shall together constitute one and the same instrument.
