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 TENANT PROPERTY MANAGEMENT AGREEMENT OR USINGSERVICES, YOU IRREVOCABLY AND UNCONDITIONALLY ACCEPT AND AGREE TO ALL OF THETERMS AND CONDITIONS CONTAINED HEREIN.
THESE TERMS AND CONDITIONS CONSTITUTE A LEGALLY BINDING AGREEMENT TOGETHER WITHTHE TENANT PROPERTY MANAGEMENT AGREEMENT BETWEEN YOU, WHETHER PERSONALLY OR ONBEHALF OF AN ENTITY (THE “TENANT”) 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 TENANTPROPERTY MANAGEMENT AGREEMENT SHALL HEREINAFTER BE REFERRED TO AS THE“AGREEMENT”. IF YOU CONTINUE TO USE THE SERVICES, YOU ARE AGREEING TO BE BOUNDBY THE AGREEMENT, IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONSOF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE SERVICES.
PREAMBLE
Whereas:
I. The Tenant has rented a property pursuant to a Tenancy Contract (“TenancyContract”).
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 Tenant (the“Services”). The type of Services will be selected by the Tenant underthe Tenant Property Management Agreement
III. In consideration of the fees and charges specified in this Agreement andsubject to the terms and conditions hereof, the Tenant desires to engage Keyperto provide the Services and Keyper agrees to provide the same 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 Tenant Property Management Agreement and all documentsreferred thereunder and/or Schedules attached thereto shall constitute anintegral part of the Agreement.
The Tenant and Keyper are individually referred to as a “Party” or jointly as the “Parties”.
1 DEFINITION ANDINTERPRETATION
The following wordsand phrases shall have the meaning respectively assigned to them hereunder andin the Tenant Property Management Agreement:1.1. Agreement meanscollectively these Terms and Conditions, Tenant Property Management Agreementand any other document referred to under the Tenant Property ManagementAgreement along with the Schedules in accordance with which Keyper agrees toprovide 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 Tenant’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. Rental Unit means the Property or any section thereof that Is being rentedpursuant to a Tenancy Contract.
1.6. Party means either The Tenant or Keyper as the context requires and“Parties” means both of them.
1.7. 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 Tenant and Tenant.
1.8. PropTech Company (PTC) a DIFC Company through which Keyper provides theplatform PropTech services to Tenant and/or Tenant as agreed on case-by-casebasis versus payment of digital management fees.
1.9. Tenant Property Management Agreement means the agreement signed by the Tenantand the Keyper. 1.10. PropTechservices for Tenant (PTSL) Optional Platform services provided by Keyper to Tenantversus the payment of Platform and digital management fees in addition to theProperty Management fees.
1.11. 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.
1.12. Platform and digital management fees mean the annual cost to be paid bythe Tenant, Tenant or both to Keyper against the platform and digitalmanagement services to sustainably facilitate the management services’automation and digital payment solutions including any future PropTech andFintech solutions to be developed by PTC to enhance PTSL and PTST.
1.13. Region means any Emirate of the United Arab Emirates
1.14. Rental Amount the consideration paid for the rent of the Rented Unitpursuant to the Tenancy Contract.
1.15. Security Deposit means the security deposit to be advanced by the Tenantpursuant to a Tenancy Contract 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.
1.16. Services means the services to be provided by Keyper under thisAgreement.
1.17. 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.
1.18. 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.
1.19. VAT means the value-added tax applicable in UAE.
2 APPOINTMENT
The Tenant 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. Tenant 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 Tenant where requiredhereunder, Keyper shall have the power and authority to act on behalf of the Tenantwith respect to the duties conferred upon Keyper hereunder. The power andauthority granted by the Tenant to Keyper hereunder shall include the power andauthority to execute, the Services and documents as may be necessary toimplement the Services of Keyper as set forth in this Agreement.
2.2 Status of Keyper. Tenant and Keyper do not intend to form a joint venture,partnership, or similar relationship. Instead, the Parties intend that Keypershall act solely in the capacity of an independent contractor for Tenant.Nothing in this Agreement shall cause Keyper and Tenant to be joint venturersor partners of each other, and neither shall have the power to bind or obligatethe other Party by virtue of this Agreement, except as expressly provided inthis Agreement. Nothing in this Agreement shall deprive or otherwise affect theright of Keyper to own, invest in, manage, or operate, or to conduct businessactivities which compete with the business of the Tenant.
2.3 The continued availability of any Service shall be subject to Keyper’sconsent, in its sole discretion, and to the fulfilment by Tenant of suchconditions as Keyper may require from time to time. Each time Tenant request orutilize any Service, it confirms its acceptance and adherence to all policy andprocedures applied by Keyper and amended from time to time.
3 CONDITION OF RENTED UNIT
3.1 Keyper herebydeclares and represents that it is not responsible for the status andconditions of the Rented Unit and the negotiation of the Tenancy Contract. 3.2 Tenant representsthat to the best of Tenant’s knowledge (after due and diligent inquiry) the RentedUnit and the Tenancy Contract comply with all applicable laws and regulations,and agrees to indemnify, defend and hold harmless Keyper, its principals andemployees, from and against all losses, costs, expenses, claims and liabilitieswhatsoever which may be imposed on, or asserted against, them by reason of anypast, present or future violation, or alleged violation, of such 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 depending on the Services selected by the Tenant under the Tenant Property Management Agreement)
4.1 Real Estate Management Supervision Services: Keyper shall assist the Tenant with the following:
i. Coordination & Communication with the Landlord: Coordinating the affairs of the leased property with the landlord, in accordance with the instructions of the Tenant. This includes conveying the needs and concerns of The Tenant to the landlord, facilitating and monitoring the lease renewal process, and providing relevant information to both parties.
ii. Payment of Rental Value: Keyper shall process rental payments to the landlord on behalf of The Tenant (as set out in Schedule 1 of the Tenant Property Management Agreement) via bank transfer to the landlord’s bank account (described under Schedule 4 of the Tenant Property Management Agreement), in accordance with the provisions of this Agreement and the agreed-upon terms and conditions between Keyper & The Tenant.
iii. Tenancy Contract Services (Ejari):Keyper shall provide full support and coordination between the Tenant and the landlord to ensure the registration of the Tenancy Contract (attached as Appendix A of the Tenant Property Management Agreement) in the corresponding regulatory authority, in compliance with the relevant laws and regulations in the United Arab Emirates.
iv. Coordination of Maintenance Operations: Keyper shall be responsible for coordinating or supervising maintenance operations in the leased property by The Tenant. The Tenant acknowledges and agrees that Keyper’s obligation in this regard is contingent upon The Tenant notifying Keyper in writing of any necessary repairs or maintenance work in the leased property and accepting the value of the repairs and maintenance work specified by Keyper.
v. Rental Value Payment Service: Refer to clause 3 of the Tenant Property Management Agreement
5 TENANT’S OBLIGATIONS & ACKNOWLEDGEMENTS (Applicable as per the Services selected under the Tenant Property Management Agreement)
5.1The Tenant agrees to disclose all known material facts about the Rented Unitwhich could affect a Tenant’s use or enjoyment of the Rented Unit, discloseinformation which could have a material impact on either parties’ ability tofulfil their obligations (both at law and contract) under the Tenancy Contract,respond in good faith and so far as Keyper is aware, provide accurateinformation in relation to the Property.
5.2 Tenant acknowledges and agrees that Keyper assumes no liability what so ever for any acts or omissions of Tenant. Keyper assumes no liability for any failure of, or default by, any landlord in the performance of its obligations under the Tenancy Contract . Keyper assumes no liability for violations of environmental or other building regulations.
5.3 The Tenant agrees to make available to Keyper all data, records, keys, access cards and documents pertaining to the Tenancy Contract and the Rented Unit, which Keyper may require to properly exercise the Services outlined within this Agreement.
5.4 To the extent permitted by law, the Tenant agrees to defend, indemnify, andsave Keyper and its principals and employees from and against all claims,investigations and suits in connection with the Tenancy Contract and the RentedUnit.
5.6 The Tenant must inform Keyper ahead about their intention to sell a terminatethe Tenancy Contract, minimum ninety (90) days prior.
5.7 unless provided otherwise under the Tenancy Agreement The Tenant shallinsure and keep insured the Rented Unit for the cost of rebuilding andreinstating the Property against loss or damage by any risks against which aprudent Tenant would insure.
6 Fees
6.1 Tenant agrees that fees charged by Keyper for Services provided under thisAgreement which Keyper may change, vary or modify, in its discretion, at anytime subject to a prior notice to the Tenant. 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 the Tenant’snotification.
6.2 Tenant 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 Rented Unit. Tenantshall bear all Taxes in particular VAT pertaining to all Services rendered byKeyper under this Agreement.
6.3 Where Keyper is bound by law or by agreement, to provide information and/ordocuments pertaining to the Property or the Tenant to any tax authority, Tenanthereby authorizes Keyper to provide such information and/or documents at itsdiscretion to any tax authority.
7 PAYMENT TERMS
7.1 Fees must be paid as set out in Schedule 3 of the Tenant PropertyManagement Agreement or as set out under the invoice issued in relation to therelevant Services.
7.2 Invoices related to Fees and Reserve Value as well as other maintenance services are payable by the Tenant on receipt and if payment is not received within 5 days from receipt of the invoice, Keyper reserves the right to cease all Services until the outstanding amount has been cleared.
7.3 Where any funds are received other than in AED, Keyper shall convert such funds, unless requested otherwise by Tenant, 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 Tenant Property Management Agreement, this Agreement can be terminated when Keyper gives the Tenant10 days advance written notice of termination without penalty but without affecting the obligations of the Tenant to pay for the Services rendered up until the termination date.
8.2 Termination of this Agreement shall not terminate any rights or obligations of the Parties which arose prior to such termination, or those obligations explicitly identified herein as surviving the expiration or termination of this Agreement. All fees of Keyper accrued up to the termination shall be paid to Keyper immediately.
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 Tenant, 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. Tenant, 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. Tenant may not useany meta tags or any other “hidden text” utilizing Keyper Marks withoutKeyper’s express written consent.
9.8 Tenant, or any of its representatives, may provide feedback, suggestionscomments, improvements, and ideas (collectively “Feedback”). Tenant, or any ofits representatives, agree that Keyper may use and exploit all Feedback for anypurpose without obligation of any kind and without any obligation ofconfidentiality, attribution, accounting, compensation, or other duty toaccount to Tenant, 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 Tenant as a resultof the Keyper’s gross negligence or willful misconduct, if any, in theperformance of the Services rendered under this Agreement. Tenant 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 Tenant of theServices, the violation of this Agreement or the infringement or violation by Tenantor any other related person thereof, of any intellectual property or otherright 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 Tenant or any ofits principals, sister companies, affiliates and subsidiaries or to any otherthird party (including without limitations, lost profits, opportunity costs,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 RentedUnit or the Tenancy Contract.
10.4 With respect to claims from third parties, Tenant agrees to indemnify andhold harmless Keyper and its personnel from and against any claims, liability,costs and/or expenses (including reasonable attorney’s fees) brought against,or paid or incurred by Keyper at any time, and in any way, resulting from theaction 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 half month 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, and any other documents to bedelivered in connection herewith may be electronically signed, and that anyelectronic signatures appearing on this Agreement, or such other documents arethe same as handwritten signatures for the purposes of validity,enforceability, and admissibility unless otherwise required by the applicablelaw. Each Party, further, agrees that the electronic signatures, whetherdigital or encrypted, of the Parties included in this Agreement are intended toauthenticate this writing and to have the same force and effect as manualsignatures. Delivery of a copy of this Agreement, or any other documentcontemplated hereby bearing an original or electronic signature by electronictransmission (whether directly from by email or through DocuSign, whethermediated by the worldwide web), by electronic mail in “portable documentformat” (“.pdf”) form, or by any other electronic means intended to preservethe original graphic and pictorial appearance of a document, will have the sameeffect as physical delivery of the paper document bearing an original orelectronic signature unless otherwise required by the applicable law.
12 DATA PROCESSING
12.1 Tenant 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 Tenant grants to Keyper a worldwide, non-exclusive, royalty-free licenseto aggregate anonymized Tenant 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 Tenant or the customer(“Aggregated Data”). Tenant 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, Tenant grants to Keyper the rightto access Tenant data to provide feedback to Tenant concerning Tenant’s use ofthe 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 Tenant and other users anddo not constitute any approval, endorsement, or warranty by Keyper. Moreover,Keyper is not responsible for the content, security, operation, or use of anyThird-Party Sites or the products or services that may be offered or obtainedthrough 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 Tenant’s responsibility to review those policies before submittingyour information to the Third-Party Site and Tenant provides its information toThird Party Sites at your own risk. Tenant expressly relieves Keyper from anyand all loss, damages or other liabilities Tenant incurs as a result of itsaccess to, or use of, any Third-Party Sites.
12.4 Third-Party Service Providers. Tenant agrees that Keyper through the offering of its Services uses the services of third-party services providers(the “Third-Party Service Providers”). The continuous use by the Tenant of the Services, Tenant signifies its acceptance of both the Agreement and, Keyper and the Third-Party Service Providers terms of use (the “Third-Party Service Providers Terms”). Tenant hereby acknowledges and agrees that the Third-Party Service Providers Terms will govern certain aspects of Services offered by the Third-Party Service Providers and that are part of the Services (the “Third-Party Services”). Tenant agrees to be bound by, and bear the risks associated with, the Third-Party Service Providers Terms whether they create a contractual relationship directly between Tenant and the Third-Party Service Providers or a contractual relationship between Keyper and the Third-Party Service Providers.Keyper does not warrant the Third-Party Services in and assumes no liability to Tenant with respect to the Third-Party Services. The Third-Party Service Provider is the sole party liable to Tenant to the extent possible.
13 AUTHORIZATION FOR CREDIT/DEBITCARD PAYMENT PROCESSING
The Tenant here by authorizes Keyper to process the fees as per Schedule 3 of the Tenant Property Management Agreement and other fees when due (together with all surcharges and penalties, if applicable) through a credit/debit card. The Tenant acknowledges and agrees to the following terms and conditions regarding credit/debit card payments:
a) Consent to Charge: By providing the credit/debit card information to Keyper through its platform, the Tenant gives consent to charge the card for the amount of the fees as per Schedule 3 of the Tenant Property Management Agreement and other fees when due (together with all surcharges and penalties, if applicable).
b) Payment Authorization: The Tenant authorizes Keyper to process recurring credit/debit card transactions for each fee as per Schedule 3 of the Tenant Property Management Agreement and other fees when due (together with all surcharges and penalties, if applicable). The Tenant agrees that Keyper may charge the card on or after the due date of each payment as stated in the Tenancy Agreement.
c) Card Information Security: Tenant acknowledges that Keyper does not collect or store any credit/debit card information on its platform. When making a payment, the details of such payment are directly entered into a secure digital payment processing platform selected with diligence and care by Keyper. The Tenant agrees that its transaction is securely processed by the digital payment processing platform, and Keyper does not have access to or store any of Tenant’s credit/debit card information.
d) Notification of Payment: Keyper will provide the Tenant with a payment receipt or confirmation after each successful credit/debit card transaction.
e) Card Update: In the event that the Tenant's credit/debit card information changes (e.g., card expiration date, account number), the Tenant agrees to promptly provide the updated information to Keyper to ensure continued payment processing.
f) Use of other Cards: Tenant authorizes Keyper to charge full amount on credit/debit cards on file that are not designated as primary, if payment on the primary card has been unsuccessful. Tenant also acknowledges that Keyper has the right to charge partial payments on any credit/debit card on record as part of its recovery strategy.
g) Cancellation or Changes: The Tenant does not have the right to cancel its credit/debit card payment authorization or request changes as long as the Agreement is still in effect. Subject to Keyper prior consent and to settling all outstanding dues under this Agreement, Tenant may by written notice to Keyper request the change of its credit/debit cards. Such notice must be received by Keyper at least 10 days before the next scheduled payment date.
h) Liability: The Tenant acknowledges and agrees that Keyper shall not be liable for any unauthorized access to the credit/debit card information provided by the Tenant, or for any damages arising from the use of the credit/debit card payment method unless caused by Keyper's gross negligence or intentional misconduct
f) Use of other Cards: Tenant authorizes Keyper to charge full amount on credit/debit cards on file that are not designated as primary, if payment on the primary card has been unsuccessful. Tenant also acknowledges that Keyper has the right to charge partial payments on any credit/debit card on record as part of its recovery strategy.
g) Cancellation or Changes: The Tenant doe snot have the right to cancel its credit/debit card payment authorization or request changes as long as the Agreement is still in effect. Subject to Keyper prior consent and to settling all outstanding dues under this Agreement, Tenant may by written notice to Keyper request the change of its credit/debit cards. Such notice must be received by Keyper at least 10 days before the next scheduled payment date.
h) Liability: The Tenant acknowledges and agrees that Keyper shall not be liable for any unauthorized access to the credit/debit card information provided by the Tenant, or for any damages arising from the use of the credit/debit card payment method unless caused by Keyper's gross negligence or intentional misconduct
14 COSTS AND EXPENSES
Each Party shall bear all costs and expenses incurred by it in connection with the preparation, implementation and performance of this Agreement.
15 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.
16 Waiver
The failure of any Party to enforce, at any time, any provision or clause of this Agreement or any right 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 any judgmental right related to this Agreement.
17 NOTICES
17.1 Service. Any notice under this Agreement shall be sufficiently served if sent by hand delivery, registered mail, recorded delivery or email to the relevant Party’s representative at the address stated in the Particulars.
17.2 Receipt. Any such notice will be deemed to have been received:
(i) if delivered personally, at the time of delivery provided that if delivery occurs before 9.00 am on a Business Day the notice will be deemed to have been received at 9.00 am on that day, and if delivery occurs after 5.00 pm on a Business Day, or on a day which is not a Business Day, the notice will be deemed 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.
17.3 Amendments. This Agreement may not be changed, altered, modified, or waived without the written consent of the Parties or their legal representatives.
18 GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by the laws of the Emirate of Dubai and the applicable federal laws of the United Arab Emirates. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, which cannot be resolved amicably with in thirty (30) days of the notice of the Dispute, shall be subject to the exclusive jurisdiction of the Dubai Courts.
19 Force Majeure
Neither party to this Agreement shall be liable to the other party for any delay in the performance or non-performance of its obligations under this Agreement for any reason beyond its reasonable control, and the affected party shall immediately upon the occurrence of any such event notify the other party in writing, and there after this party shall make reasonable efforts to fully comply with the terms of this Agreement as soon as possible.
20 Invalidity
If any provision or clause of this Agreement is found to be invalid, unenforceable, or illegal, the remaining provisions shall remain valid and enforceable to the fullest extent possible.
21 Severability of Provisions and Clauses:
If any provisions or clauses of this Agreement are found to be invalid, illegal, or unenforceable, the parties shall in such case negotiate in good faith to agree satisfactorily on the provision or clause that will replace the invalid, illegal, or unenforceable provision or clause to give effect to the intent of the parties as set forth in the Agreement. If an agreement on this provision is not reached within three months of the start of such negotiations, the Agreement shall automatically terminate. The obligations of the parties under any invalid, illegal, or unenforceable provision of the Agreement shall cease during these negotiations.
22 ENTIRE AGREEMENT
The TENANT PROPERTY MANAGEMENT AGREEMENT shall constitute an integral part of this Agreement. This Agreement, together with the TENANT PROPERTY MANAGEMENTAGREEMENT, constitutes the entire Agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous Agreements or undertakings regarding such subject matter.
23 COUNTERPARTS
This Agreement may be executed in any number of counterparts and by the several Parties on separate counterparts each of which when so executed shall be an original, but all counter parts shall together constitute one and the same instrument.
BY SIGNING OR ACCEPTING THE TENANT PROPERTY MANAGEMENT AGREEMENT OR USINGSERVICES, YOU IRREVOCABLY AND UNCONDITIONALLY ACCEPT AND AGREE TO ALL OF THETERMS AND CONDITIONS CONTAINED HEREIN.
THESE TERMS AND CONDITIONS CONSTITUTE A LEGALLY BINDING AGREEMENT TOGETHER WITHTHE TENANT PROPERTY MANAGEMENT AGREEMENT BETWEEN YOU, WHETHER PERSONALLY OR ONBEHALF OF AN ENTITY (THE “TENANT”) 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 TENANTPROPERTY MANAGEMENT AGREEMENT SHALL HEREINAFTER BE REFERRED TO AS THE“AGREEMENT”. IF YOU CONTINUE TO USE THE SERVICES, YOU ARE AGREEING TO BE BOUNDBY THE AGREEMENT, IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONSOF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE SERVICES.
PREAMBLE
Whereas:
I. The Tenant has rented a property pursuant to a Tenancy Contract (“TenancyContract”).
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 Tenant (the“Services”). The type of Services will be selected by the Tenant underthe Tenant Property Management Agreement
III. In consideration of the fees and charges specified in this Agreement andsubject to the terms and conditions hereof, the Tenant desires to engage Keyperto provide the Services and Keyper agrees to provide the same 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 Tenant Property Management Agreement and all documentsreferred thereunder and/or Schedules attached thereto shall constitute anintegral part of the Agreement.
The Tenant and Keyper are individually referred to as a “Party” or jointly as the “Parties”.
1 DEFINITION ANDINTERPRETATION
The following wordsand phrases shall have the meaning respectively assigned to them hereunder andin the Tenant Property Management Agreement:1.1. Agreement meanscollectively these Terms and Conditions, Tenant Property Management Agreementand any other document referred to under the Tenant Property ManagementAgreement along with the Schedules in accordance with which Keyper agrees toprovide 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 Tenant’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. Rental Unit means the Property or any section thereof that Is being rentedpursuant to a Tenancy Contract.
1.6. Party means either The Tenant or Keyper as the context requires and“Parties” means both of them.
1.7. 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 Tenant and Tenant.
1.8. PropTech Company (PTC) a DIFC Company through which Keyper provides theplatform PropTech services to Tenant and/or Tenant as agreed on case-by-casebasis versus payment of digital management fees.
1.9. Tenant Property Management Agreement means the agreement signed by the Tenantand the Keyper. 1.10. PropTechservices for Tenant (PTSL) Optional Platform services provided by Keyper to Tenantversus the payment of Platform and digital management fees in addition to theProperty Management fees.
1.11. 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.
1.12. Platform and digital management fees mean the annual cost to be paid bythe Tenant, Tenant or both to Keyper against the platform and digitalmanagement services to sustainably facilitate the management services’automation and digital payment solutions including any future PropTech andFintech solutions to be developed by PTC to enhance PTSL and PTST.
1.13. Region means any Emirate of the United Arab Emirates
1.14. Rental Amount the consideration paid for the rent of the Rented Unitpursuant to the Tenancy Contract.
1.15. Security Deposit means the security deposit to be advanced by the Tenantpursuant to a Tenancy Contract 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.
1.16. Services means the services to be provided by Keyper under thisAgreement.
1.17. 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.
1.18. 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.
1.19. VAT means the value-added tax applicable in UAE.
2 APPOINTMENT
The Tenant 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. Tenant 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 Tenant where requiredhereunder, Keyper shall have the power and authority to act on behalf of the Tenantwith respect to the duties conferred upon Keyper hereunder. The power andauthority granted by the Tenant to Keyper hereunder shall include the power andauthority to execute, the Services and documents as may be necessary toimplement the Services of Keyper as set forth in this Agreement.
2.2 Status of Keyper. Tenant and Keyper do not intend to form a joint venture,partnership, or similar relationship. Instead, the Parties intend that Keypershall act solely in the capacity of an independent contractor for Tenant.Nothing in this Agreement shall cause Keyper and Tenant to be joint venturersor partners of each other, and neither shall have the power to bind or obligatethe other Party by virtue of this Agreement, except as expressly provided inthis Agreement. Nothing in this Agreement shall deprive or otherwise affect theright of Keyper to own, invest in, manage, or operate, or to conduct businessactivities which compete with the business of the Tenant.
2.3 The continued availability of any Service shall be subject to Keyper’sconsent, in its sole discretion, and to the fulfilment by Tenant of suchconditions as Keyper may require from time to time. Each time Tenant request orutilize any Service, it confirms its acceptance and adherence to all policy andprocedures applied by Keyper and amended from time to time.
3 CONDITION OF RENTED UNIT
3.1 Keyper herebydeclares and represents that it is not responsible for the status andconditions of the Rented Unit and the negotiation of the Tenancy Contract. 3.2 Tenant representsthat to the best of Tenant’s knowledge (after due and diligent inquiry) the RentedUnit and the Tenancy Contract comply with all applicable laws and regulations,and agrees to indemnify, defend and hold harmless Keyper, its principals andemployees, from and against all losses, costs, expenses, claims and liabilitieswhatsoever which may be imposed on, or asserted against, them by reason of anypast, present or future violation, or alleged violation, of such 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 depending on the Services selected by the Tenant under the Tenant Property Management Agreement)
4.1 Real Estate Management Supervision Services: Keyper shall assist the Tenant with the following:
i. Coordination & Communication with the Landlord: Coordinating the affairs of the leased property with the landlord, in accordance with the instructions of the Tenant. This includes conveying the needs and concerns of The Tenant to the landlord, facilitating and monitoring the lease renewal process, and providing relevant information to both parties.
ii. Payment of Rental Value: Keyper shall process rental payments to the landlord on behalf of The Tenant (as set out in Schedule 1 of the Tenant Property Management Agreement) via bank transfer to the landlord’s bank account (described under Schedule 4 of the Tenant Property Management Agreement), in accordance with the provisions of this Agreement and the agreed-upon terms and conditions between Keyper & The Tenant.
iii. Tenancy Contract Services (Ejari):Keyper shall provide full support and coordination between the Tenant and the landlord to ensure the registration of the Tenancy Contract (attached as Appendix A of the Tenant Property Management Agreement) in the corresponding regulatory authority, in compliance with the relevant laws and regulations in the United Arab Emirates.
iv. Coordination of Maintenance Operations: Keyper shall be responsible for coordinating or supervising maintenance operations in the leased property by The Tenant. The Tenant acknowledges and agrees that Keyper’s obligation in this regard is contingent upon The Tenant notifying Keyper in writing of any necessary repairs or maintenance work in the leased property and accepting the value of the repairs and maintenance work specified by Keyper.
v. Rental Value Payment Service: Refer to clause 3 of the Tenant Property Management Agreement
5 TENANT’S OBLIGATIONS & ACKNOWLEDGEMENTS (Applicable as per the Services selected under the Tenant Property Management Agreement)
5.1The Tenant agrees to disclose all known material facts about the Rented Unitwhich could affect a Tenant’s use or enjoyment of the Rented Unit, discloseinformation which could have a material impact on either parties’ ability tofulfil their obligations (both at law and contract) under the Tenancy Contract,respond in good faith and so far as Keyper is aware, provide accurateinformation in relation to the Property.
5.2 Tenant acknowledges and agrees that Keyper assumes no liability what so ever for any acts or omissions of Tenant. Keyper assumes no liability for any failure of, or default by, any landlord in the performance of its obligations under the Tenancy Contract . Keyper assumes no liability for violations of environmental or other building regulations.
5.3 The Tenant agrees to make available to Keyper all data, records, keys, access cards and documents pertaining to the Tenancy Contract and the Rented Unit, which Keyper may require to properly exercise the Services outlined within this Agreement.
5.4 To the extent permitted by law, the Tenant agrees to defend, indemnify, andsave Keyper and its principals and employees from and against all claims,investigations and suits in connection with the Tenancy Contract and the RentedUnit.
5.6 The Tenant must inform Keyper ahead about their intention to sell a terminatethe Tenancy Contract, minimum ninety (90) days prior.
5.7 unless provided otherwise under the Tenancy Agreement The Tenant shallinsure and keep insured the Rented Unit for the cost of rebuilding andreinstating the Property against loss or damage by any risks against which aprudent Tenant would insure.
6 Fees
6.1 Tenant agrees that fees charged by Keyper for Services provided under thisAgreement which Keyper may change, vary or modify, in its discretion, at anytime subject to a prior notice to the Tenant. 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 the Tenant’snotification.
6.2 Tenant 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 Rented Unit. Tenantshall bear all Taxes in particular VAT pertaining to all Services rendered byKeyper under this Agreement.
6.3 Where Keyper is bound by law or by agreement, to provide information and/ordocuments pertaining to the Property or the Tenant to any tax authority, Tenanthereby authorizes Keyper to provide such information and/or documents at itsdiscretion to any tax authority.
7 PAYMENT TERMS
7.1 Fees must be paid as set out in Schedule 3 of the Tenant PropertyManagement Agreement or as set out under the invoice issued in relation to therelevant Services.
7.2 Invoices related to Fees and Reserve Value as well as other maintenance services are payable by the Tenant on receipt and if payment is not received within 5 days from receipt of the invoice, Keyper reserves the right to cease all Services until the outstanding amount has been cleared.
7.3 Where any funds are received other than in AED, Keyper shall convert such funds, unless requested otherwise by Tenant, 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 Tenant Property Management Agreement, this Agreement can be terminated when Keyper gives the Tenant10 days advance written notice of termination without penalty but without affecting the obligations of the Tenant to pay for the Services rendered up until the termination date.
8.2 Termination of this Agreement shall not terminate any rights or obligations of the Parties which arose prior to such termination, or those obligations explicitly identified herein as surviving the expiration or termination of this Agreement. All fees of Keyper accrued up to the termination shall be paid to Keyper immediately.
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 Tenant, 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. Tenant, 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. Tenant may not useany meta tags or any other “hidden text” utilizing Keyper Marks withoutKeyper’s express written consent.
9.8 Tenant, or any of its representatives, may provide feedback, suggestionscomments, improvements, and ideas (collectively “Feedback”). Tenant, or any ofits representatives, agree that Keyper may use and exploit all Feedback for anypurpose without obligation of any kind and without any obligation ofconfidentiality, attribution, accounting, compensation, or other duty toaccount to Tenant, 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 Tenant as a resultof the Keyper’s gross negligence or willful misconduct, if any, in theperformance of the Services rendered under this Agreement. Tenant 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 Tenant of theServices, the violation of this Agreement or the infringement or violation by Tenantor any other related person thereof, of any intellectual property or otherright 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 Tenant or any ofits principals, sister companies, affiliates and subsidiaries or to any otherthird party (including without limitations, lost profits, opportunity costs,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 RentedUnit or the Tenancy Contract.
10.4 With respect to claims from third parties, Tenant agrees to indemnify andhold harmless Keyper and its personnel from and against any claims, liability,costs and/or expenses (including reasonable attorney’s fees) brought against,or paid or incurred by Keyper at any time, and in any way, resulting from theaction 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 half month 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, and any other documents to bedelivered in connection herewith may be electronically signed, and that anyelectronic signatures appearing on this Agreement, or such other documents arethe same as handwritten signatures for the purposes of validity,enforceability, and admissibility unless otherwise required by the applicablelaw. Each Party, further, agrees that the electronic signatures, whetherdigital or encrypted, of the Parties included in this Agreement are intended toauthenticate this writing and to have the same force and effect as manualsignatures. Delivery of a copy of this Agreement, or any other documentcontemplated hereby bearing an original or electronic signature by electronictransmission (whether directly from by email or through DocuSign, whethermediated by the worldwide web), by electronic mail in “portable documentformat” (“.pdf”) form, or by any other electronic means intended to preservethe original graphic and pictorial appearance of a document, will have the sameeffect as physical delivery of the paper document bearing an original orelectronic signature unless otherwise required by the applicable law.
12 DATA PROCESSING
12.1 Tenant 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 Tenant grants to Keyper a worldwide, non-exclusive, royalty-free licenseto aggregate anonymized Tenant 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 Tenant or the customer(“Aggregated Data”). Tenant 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, Tenant grants to Keyper the rightto access Tenant data to provide feedback to Tenant concerning Tenant’s use ofthe 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 Tenant and other users anddo not constitute any approval, endorsement, or warranty by Keyper. Moreover,Keyper is not responsible for the content, security, operation, or use of anyThird-Party Sites or the products or services that may be offered or obtainedthrough 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 Tenant’s responsibility to review those policies before submittingyour information to the Third-Party Site and Tenant provides its information toThird Party Sites at your own risk. Tenant expressly relieves Keyper from anyand all loss, damages or other liabilities Tenant incurs as a result of itsaccess to, or use of, any Third-Party Sites.
12.4 Third-Party Service Providers. Tenant agrees that Keyper through the offering of its Services uses the services of third-party services providers(the “Third-Party Service Providers”). The continuous use by the Tenant of the Services, Tenant signifies its acceptance of both the Agreement and, Keyper and the Third-Party Service Providers terms of use (the “Third-Party Service Providers Terms”). Tenant hereby acknowledges and agrees that the Third-Party Service Providers Terms will govern certain aspects of Services offered by the Third-Party Service Providers and that are part of the Services (the “Third-Party Services”). Tenant agrees to be bound by, and bear the risks associated with, the Third-Party Service Providers Terms whether they create a contractual relationship directly between Tenant and the Third-Party Service Providers or a contractual relationship between Keyper and the Third-Party Service Providers.Keyper does not warrant the Third-Party Services in and assumes no liability to Tenant with respect to the Third-Party Services. The Third-Party Service Provider is the sole party liable to Tenant to the extent possible.
13 AUTHORIZATION FOR CREDIT/DEBITCARD PAYMENT PROCESSING
The Tenant here by authorizes Keyper to process the fees as per Schedule 3 of the Tenant Property Management Agreement and other fees when due (together with all surcharges and penalties, if applicable) through a credit/debit card. The Tenant acknowledges and agrees to the following terms and conditions regarding credit/debit card payments:
a) Consent to Charge: By providing the credit/debit card information to Keyper through its platform, the Tenant gives consent to charge the card for the amount of the fees as per Schedule 3 of the Tenant Property Management Agreement and other fees when due (together with all surcharges and penalties, if applicable).
b) Payment Authorization: The Tenant authorizes Keyper to process recurring credit/debit card transactions for each fee as per Schedule 3 of the Tenant Property Management Agreement and other fees when due (together with all surcharges and penalties, if applicable). The Tenant agrees that Keyper may charge the card on or after the due date of each payment as stated in the Tenancy Agreement.
c) Card Information Security: Tenant acknowledges that Keyper does not collect or store any credit/debit card information on its platform. When making a payment, the details of such payment are directly entered into a secure digital payment processing platform selected with diligence and care by Keyper. The Tenant agrees that its transaction is securely processed by the digital payment processing platform, and Keyper does not have access to or store any of Tenant’s credit/debit card information.
d) Notification of Payment: Keyper will provide the Tenant with a payment receipt or confirmation after each successful credit/debit card transaction.
e) Card Update: In the event that the Tenant's credit/debit card information changes (e.g., card expiration date, account number), the Tenant agrees to promptly provide the updated information to Keyper to ensure continued payment processing.
f) Use of other Cards: Tenant authorizes Keyper to charge full amount on credit/debit cards on file that are not designated as primary, if payment on the primary card has been unsuccessful. Tenant also acknowledges that Keyper has the right to charge partial payments on any credit/debit card on record as part of its recovery strategy.
g) Cancellation or Changes: The Tenant does not have the right to cancel its credit/debit card payment authorization or request changes as long as the Agreement is still in effect. Subject to Keyper prior consent and to settling all outstanding dues under this Agreement, Tenant may by written notice to Keyper request the change of its credit/debit cards. Such notice must be received by Keyper at least 10 days before the next scheduled payment date.
h) Liability: The Tenant acknowledges and agrees that Keyper shall not be liable for any unauthorized access to the credit/debit card information provided by the Tenant, or for any damages arising from the use of the credit/debit card payment method unless caused by Keyper's gross negligence or intentional misconduct
f) Use of other Cards: Tenant authorizes Keyper to charge full amount on credit/debit cards on file that are not designated as primary, if payment on the primary card has been unsuccessful. Tenant also acknowledges that Keyper has the right to charge partial payments on any credit/debit card on record as part of its recovery strategy.
g) Cancellation or Changes: The Tenant doe snot have the right to cancel its credit/debit card payment authorization or request changes as long as the Agreement is still in effect. Subject to Keyper prior consent and to settling all outstanding dues under this Agreement, Tenant may by written notice to Keyper request the change of its credit/debit cards. Such notice must be received by Keyper at least 10 days before the next scheduled payment date.
h) Liability: The Tenant acknowledges and agrees that Keyper shall not be liable for any unauthorized access to the credit/debit card information provided by the Tenant, or for any damages arising from the use of the credit/debit card payment method unless caused by Keyper's gross negligence or intentional misconduct
14 COSTS AND EXPENSES
Each Party shall bear all costs and expenses incurred by it in connection with the preparation, implementation and performance of this Agreement.
15 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.
16 Waiver
The failure of any Party to enforce, at any time, any provision or clause of this Agreement or any right 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 any judgmental right related to this Agreement.
17 NOTICES
17.1 Service. Any notice under this Agreement shall be sufficiently served if sent by hand delivery, registered mail, recorded delivery or email to the relevant Party’s representative at the address stated in the Particulars.
17.2 Receipt. Any such notice will be deemed to have been received:
(i) if delivered personally, at the time of delivery provided that if delivery occurs before 9.00 am on a Business Day the notice will be deemed to have been received at 9.00 am on that day, and if delivery occurs after 5.00 pm on a Business Day, or on a day which is not a Business Day, the notice will be deemed 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.
17.3 Amendments. This Agreement may not be changed, altered, modified, or waived without the written consent of the Parties or their legal representatives.
18 GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by the laws of the Emirate of Dubai and the applicable federal laws of the United Arab Emirates. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, which cannot be resolved amicably with in thirty (30) days of the notice of the Dispute, shall be subject to the exclusive jurisdiction of the Dubai Courts.
19 Force Majeure
Neither party to this Agreement shall be liable to the other party for any delay in the performance or non-performance of its obligations under this Agreement for any reason beyond its reasonable control, and the affected party shall immediately upon the occurrence of any such event notify the other party in writing, and there after this party shall make reasonable efforts to fully comply with the terms of this Agreement as soon as possible.
20 Invalidity
If any provision or clause of this Agreement is found to be invalid, unenforceable, or illegal, the remaining provisions shall remain valid and enforceable to the fullest extent possible.
21 Severability of Provisions and Clauses:
If any provisions or clauses of this Agreement are found to be invalid, illegal, or unenforceable, the parties shall in such case negotiate in good faith to agree satisfactorily on the provision or clause that will replace the invalid, illegal, or unenforceable provision or clause to give effect to the intent of the parties as set forth in the Agreement. If an agreement on this provision is not reached within three months of the start of such negotiations, the Agreement shall automatically terminate. The obligations of the parties under any invalid, illegal, or unenforceable provision of the Agreement shall cease during these negotiations.
22 ENTIRE AGREEMENT
The TENANT PROPERTY MANAGEMENT AGREEMENT shall constitute an integral part of this Agreement. This Agreement, together with the TENANT PROPERTY MANAGEMENTAGREEMENT, constitutes the entire Agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous Agreements or undertakings regarding such subject matter.
23 COUNTERPARTS
This Agreement may be executed in any number of counterparts and by the several Parties on separate counterparts each of which when so executed shall be an original, but all counter parts shall together constitute one and the same instrument.