FlexiDesk AGREEMENT In The Gate Avenue CO-Working Space

Particulars

Terms and Conditions for Flexi Desk Agreement in The Gate Avenue Co-Working Space: ACCOMMODATION AND SERVICES

1. Furnished Office Accommodation

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

2. Office Services

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

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

Open pantry in the Location

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

PROVIDING THE SERVICES

3. Access to Your Work Stations  

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

4. Suspension of Services

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

5. Our Liability  

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

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

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

We will be liable:

• up to a maximum equal to 100% of the total Fee payable under your Agreement, in respect of all losses, damages expenses or claims in accordance with the provisions of this Clause.

USE OF ACCOMMODATION

6. Office Use

You must only use the accommodation for office purposes. You shall ensure that any of your employees working in the Location shall at all times be a valid resident of the UAE and sponsored by DIFC (or have such other valid arrangement as DIFC Authority may require) in accordance with the law and our policy.

You may invite non-employees onto the Location for meetings, subject to a fee and provided the meeting room is booked for these meetings in advance with details of the number of attendees booked into our system in accordance with our policy.

7. Your Name and Address

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

8. Taking Care of Our Property

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

9. Office Furniture and Equipment

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

10. Keys and Security

We will provide you with access cards to the Work Station. It is your responsibility to obtain such access cards for all of your employees through DIFC Client Portal, including employees hired on a temporary, or secondment basis or any other kind of employment. Any employee who does not hold such access card will not be allowed access to the Work Station. Any keys or access cards which issue or let you use remain our property at all times. You must not make any copies of them or allow anyone else to use them without our consent. Any loss must be reported to us immediately and you must pay the cost of replacement keys or cards and / or changing locks, if required. You are responsible for ensuring that doors are closed and locked (where relevant) to the Location when you leave.  

11. Comply With The Law

You must comply with all relevant laws and regulations in the conduct of your business. You must not do anything that may interfere with the use of the Location by us or by others, cause any nuisance or annoyance, increase the insurance premiums we have to pay or cause loss or damage to us or to the owner of any interest in the building which contains the Location. You acknowledge that any violation by you of this Clause shall constitute a material default by you hereunder, entitling us to terminate your Agreement with immediate effect.  

12. Comply With Rules of Use

You must comply with any rules of use which we impose generally on users of the Location from time to time whether for reasons of health and safety or otherwise. Furthermore, you shall ensure that your use of the car parking facility of The Gate Avenue is fully in accordance with the rules and regulations for use of such car parking facility in force from time to time.  

13. Insurance

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

YOUR AGREEMENT

14. The Nature of Your Agreement

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

15. Duration of Agreement

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

Term of one (1) month: ten (10) days’ notice before expiry of your Agreement; 1.  

Term of one (1) month to three (3) months: fifteen (15) days’ notice before expiry of your 2.  

Agreement;

Term of less than six (6) months but more than three (3) months: thirty (30) days’ notice 3.  

before expiry of your Agreement; or

Term of six (6) months to twelve months (12) months: sixty (60) days’ notice before expiry of 4.  

your Agreement.  

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

You agree to continuously maintain a valid commercial licence for the duration of the Term. Subject to your commercial licence not being unreasonably withheld or delayed, in the event that the Registrar of Companies at the DIFC or other relevant authority does not grant, or does not renew, or cancels your commercial licence or required authorisations as a result of your non-compliance of the applicable rules of the DIFC, such loss of the commercial license or required authorisations shall with immediate effect result in the termination of this Agreement and any payments made by you shall be forfeited.

16. Termination of this Agreement  

We may put an end to your Agreement immediately by giving you notice if:

• you become insolvent, go into liquidation or become unable to pay your debts as they fall due;  • you are in breach of one of your obligations which cannot be rectified or which we have given you written notice to rectify within fourteen days and you have failed to do so;  

• your conduct, or that of someone at the Location with your permission or at your invitation, is incompatible with ordinary office use.

If we terminate the Agreement for any of these reasons it does not put an end to any then outstanding obligations you may have and you must:

• pay for additional services you have used;

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

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

17. Expiry of Agreement

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

18. Notices

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

For the Attention

DIFC Investments Ltd.

PO Box 74777

Dubai International Financial Centre

Dubai.

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

19. Confidentiality

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

20. Indemnities

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

• If someone dies or is injured while in the Location as a result of an action of your employee/s; • From a third party in respect of your use of the Location; and

• If you do not comply with the terms of your Agreement.  

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

21. Data Protection

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

22. Applicable Law

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

23. Force Majeure

Neither you nor DIFCI shall be held responsible for any delay or failure to perform any of its obligations under this Agreement (except payment obligations) where such delay or failure to perform is a result of an event of Force Majeure (as defined below). Force Majeure shall never excuse non-performance or a delay in performance of the obligation to pay any sums due under the Agreement. If you or DIFCI are wholly or partially unable to carry out its obligations under this Agreement by reason of an event of Force Majeure, the affected party shall give notice to the other party as soon as practicable upon the commencement and the cessation of such event of Force Majeure and specifying the obligation(s) you or DIFCI are unable to perform as a result thereof. The affected party shall use its reasonable endeavours to mitigate, rectify and overcome the effects of an event of Force Majeure and to minimise the effect on the other party.

“Force Majeure” means a circumstance, condition or event outside the reasonable direct or indirect control of the party affected, but only to the extent that such circumstance, condition or event: (a) is without fault or negligence of the affected party;

(b) is not the direct or indirect result of a breach or failure by the affected party to perform any of its obligations under this Agreement;

(c) despite the exercise of diligence, cannot be prevented or avoided by the affected party; and (d) materially adversely affects the performance by that party of its obligations under or pursuant to this Agreement, provided that the affected party has taken all reasonable precautions, due care and measures to prevent, avoid or overcome the effect of such circumstance, condition or event on its ability to perform its obligations under this Agreement, including but not limited to: (i) an act of God, fire, flood or storm; and

(ii) acts of war, whether declared or not, acts of terrorism, riot or civil commotion.  FEES

24. Standard Services

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

25. Payment

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

26. Security Deposit

Upon signing of this Agreement, you shall pay us the Security Deposit. Such amount shall be refunded to you within twenty one (21) business days following the expiry date of this Agreement (without the accumulation of any interest), minus any claims or costs that we may have against you.

27. Taxes

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

28. Late Payment

If you do not pay the Fee or other sums when due: (a) 10% interest per annum will be charged on all overdue balances from the due date to the date of actual payment; and (b) all access cards issued under this Agreement will be deactivated and your access to the Work Station will be declined. This is without prejudice to any other right, action or remedy that DIFCI might have under this Agreement and applicable law and reactivation of the same will be at our sole discretion.  

This is a computer-generated document. No signature is required. You can verify the document online using the details below. The authenticity of any document can be checked and verified by logging onto our portal at https://www.difc.ae/operating/document-verification and typing in the following verification code : CWL63f5b961775e22000730f0f7

Dubai International Financial Centre Authority  

Level 14, The Gate, PO Box 74777 Dubai, UAE Tel +971 4 362 2222, Fax +971 4 362 2333  www.difc.ae