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Maintenance Character

Terms & Conditions

Maintenance Services

Annual Maintenance Contracts

1. Good Faith

In performing their respective obligations under this Agreement the client and MustHave Technical LLC shall act in good faith. MustHave Technical LLC shall, unless and to the extent it is inconsistent with its obligations and duties at law, endeavour to act in the interests of the client with a view to providing the services for the term of this Agreement in accordance with the contract standard and endeavour to achieve where practical, improvements in the quality of the Services.

2. Term

The Agreement will become effective from the latter date of signature at the end of this document or in the event of earlier commencement of services, the commencement date above and shall continue for the period stated (“the Term”) on the terms and conditions given in the Agreement.

At any time during the Term, the client may extend the term by a further period of one year or greater with the mutual consent of the Parties at mutually agreed terms and conditions as for such extension.

3. Annual Charge and Payments

In consideration of the services to be provided by MustHave Technical LLC hereunder the client hereby agrees to pay monthly to MustHave Technical LLC as set out in Appendix 3.

Where a payment differs from the invoice the client shall within five days of the date of the invoice give notice in writing to the nominated Manager. Such notice shall specify the amount (if any) proposed to be with held and the ground for such withholding or, if more than one, each ground and the amount attributable to each of them. Where the client intends to withhold payment after the due date for payment as prescribed by this Agreement of a sum due under this Agreement the client shall notify MustHave Technical LLC in writing not less than seven days before the due date referred to above in clause 3.2. Such notice shall specify the amount proposed to be withheld and the grounds for it or if more than one each ground and the amount attributable to each of them.

If any taxes apply then these shall be separately identified on the invoice and shall be payable by the customer to MustHave Technical LLC together with the invoiced amount.

The annual charges will be reviewed during each annual extension of the service contract to meet any changes in services levels and the cost variations arising due to market conditions & will be implemented by mutual acceptance. In the event that the annual charges are not agreed by the client, it shall be free to engage any other third party for the provision of the services.

The contract price or any other rates stated are based upon the Laws of Dubai and the UAE prevailing on the date of the commencement of this Agreement or date of Commencement of service delivery, whichever is the earlier. In the event that any laws are imposed that have a material effect on the cost of service provision then MustHave Technical LLC shall advise the client accordingly and the contract sum or any rates shall be adjusted accordingly or the contract terminated

Any work undertaken outside the scope of the contract shall be subject to authorization by the Client and will be chargeable at MustHave Technical LLC’s Standard Day work Rates for Contract Customers prevailing at the time or at rates or a price otherwise agreed

4. Suspension of the Services

Without prejudice to any other rights and remedies which MustHave Technical LLC may possess, if the client shall fail to make any payment to MustHave Technical LLC as herein provided and no effective notice to withhold payment has been given in accordance with clause 7 herein above and such failure shall continue for 30 days after MustHave Technical LLC shall have given the client written notice of such failure to pay MustHave Technical LLC may, at its sole discretion, suspend the further execution of the Services until such payment shall have been made. Such suspension as aforesaid shall not be deemed a failure on the part of MustHave Technical LLC to proceed with the Services in accordance with the provisions of this agreement. The additional costs incurred by MustHave Technical LLC in suspending and recommencing the services after such suspension shall be invoiced to the client and will be paid to MustHave Technical LLC within 30 days of the invoice date.

5. Variations

Where the client requires a change to the Services, which for the avoidance of doubt may be a requirement for additional services or a reduction in scope of the Services, a change to the asset register, or the notification of the introduction of a change to an existing client procedure, if any, the client shall request MustHave Technical LLC in writing to provide a proposal for such changed services. MustHave Technical LLC shall respond within fourteen days, or such other period as may be reasonable in the circumstances and agreed between the Parties by submitting to the client a proposal which sets out:

6. MustHave Technical LLC Obligations

MustHave Technical LLC will comply with all legal requirements as are relevant to the provision of the services under this agreement.

MustHave Technical LLC shall use reasonable endeavours to ensure that its employees or agents shall, whilst on the site shall minimize interference with and inconvenience to the business of the client at all times comply with the client procedures, for health, safety and environmental compliance and all other rules and regulations of the client applicable to the site and the provision of the Services that have been notified to the Contract’s Manager.

MustHave Technical LLC shall provide reports and maintain records on site and attend meetings with the client exchanging and recording information as agreed between both parties.

Provision of uniforms for the operatives is at MustHave Technical LLC cost, while any branding issues/custom made uniforms will be agreed with the Client and the price adjusted accordingly.

All services to be provided hereunder shall be provided in accordance with the industry standard. If the services do not comply with the above requirements the client shall notify MustHave Technical LLC in writing accordingly. MustHave Technical LLC will take all reasonable steps to identify the cause of the breach and rectify the defect within seven days and to the extent that the same arises out of the failure by MustHave Technical LLC to comply with the above requirements such rectification shall be executed free of charge.

7. Client Obligations

The client shall use reasonable endeavours to provide or procure the provision of the following for MustHave Technical LLC without charge.

Access to all necessary and relevant data and information in its possession or the possession of its servants or agents relating to the services to which MustHave Technical LLC reasonably requires access in order to perform the services in accordance with this Agreement;

The co-operation of all relevant members of the client’s staff with the requirements of MustHave Technical LLC, its employees, subcontractors or agents in respect of or in connection with the provision of the services including in particular but without prejudice to the generality of the foregoing, their continued compliance with relevant client procedures and rules of the client and the reasonable requirements of MustHave Technical LLC quality management system.

Access at all reasonable times to such parts of the site, as is necessary for the performance of the services.

Attendance of all relevant members of the client’s staff at any necessary meetings and/or training in connection with the services as reasonably required by MustHave Technical LLC.

The client shall permit at all reasonable times and in respect of any Emergency access by authorized MustHave Technical LLC employees and authorized subcontractors to the site for the purpose of carrying out the services.

The client shall provide office accommodation, telephony, network connectivity and related equipment, as necessary to carry out the services to MustHave Technical LLC at no cost.

8. Indemnities

MustHave Technical LLC shall indemnify the client up to the limit of its Public Liability Insurance for and against all costs, claims, damages, losses or expenses to the extent that the same arise out of the failure by MustHave Technical LLC to comply with its obligations under this Agreement and the negligence or wilful default of MustHave Technical LLC, its staff or agents, subject to the client mitigating any costs, claims, damages, losses or expenses, which it may suffer or incur.

The client shall indemnify MustHave Technical LLC up to the limit of its Public Liability Insurance for and against all costs, claims, damages, losses or expenses to the extent that the same arise out of the failure by the client to comply with its obligations under this Agreement or the negligence or wilful default of the client, its staff or agents, subject to MustHave Technical LLC mitigating any costs, claims, damages, losses or expenses, which it may suffer or incur.

Neither party is liable to the other for any indirect, economic or consequential losses such as loss of profit or contracts.

9. Insurance

MustHave Technical LLC shall during the Term of the Agreement hold current a valid certificate of employer’s liability insurance.

MustHave Technical LLC shall maintain Public Liability Insurance cover to a maximum of: AED 5,000,000 in total.

MustHave Technical LLC shall as and when reasonably required to do so by the client provide to the client for inspection documentary evidence that the insurance required by clause 9 has been taken out and is being maintained.

10. MustHave Technical LLC Liability

To the extent that such liability is or would be, covered by any policy of insurance that should be maintained under clause 9 by or on behalf of MustHave Technical LLC be limited to the level specified in clause 9; and- Otherwise in respective liabilities under this Agreement be limited in aggregate sum of AED 5,000,000.- Assignment and Sub Contracting- This Agreement is not to be assigned or transferred by either Party without the prior written consent of the other; such consents shall not be unreasonably withheld.

MustHave Technical LLC may sub contract any part of the services with the consent of the client, such consent shall not be unreasonably withheld.

11. Termination

Without prejudice to any claim or right it might otherwise make or exercise either Party shall have the right to terminate this Agreement by giving 30 days written notice to the other Party. In the event that the either party commits a material breach of this Agreement and fails to rectify the same within seven days of receipt of notice requiring the rectification of such breach, the contract may be terminated with seven days notice. Where such breach is the non payment by either party of sums due under this Agreement and there is no dispute in accordance the notice period will be thirty days.

If either Party makes or offers to make an arrangement or composition with its creditors or commits an act of bankruptcy, or if a petition or receiving order in bankruptcy is presented or made against either Party, or if a resolution or petition to wind up such Party is passed or presented otherwise than for reconstruction or amalgamation or if a receiver of such Party’s undertaking property or assets or any part thereof is appointed or if either Party suffers any similar or parallel action then the other may (without prejudice to any other remedy available to it) forthwith terminate this Agreement by notice in writing to that effect.

Either Party may terminate this Agreement by the giving of thirty days written notice if it is prevented from performing any of its obligations under this Agreement due to Force Majeure.

Upon termination of this Agreement pursuant to MustHave Technical LLC shall take all reasonable steps to terminate the provision of the Services in an orderly manner and shall vacate the site and deliver to the client all plans, specifications, technical data, schedules, programmes, budgets, reports and any other information in possession of MustHave Technical LLC reasonably requested by the Client in connection with the services; and

In the event that MustHave Technical LLC terminates this Agreement pursuant to Clause 12.1 it shall be entitled to claim any demobilisation costs it may reasonably incur.

In the event that either Party terminates this Agreement neither Party shall have any liability to the other whatsoever save for the liability of the client to pay to MustHave Technical LLC all outstanding payments due under this Agreement.

The termination of this Agreement shall be without prejudice to the rights and remedies of either Party in respect of any negligence, omission or default of the other prior to such termination.

MustHave Technical LLC assures to provide continuity of services in the transition during the termination process.s

12. Force Majeure

Neither Party shall be liable to the other for any failure to perform its obligations hereunder to the extent that such failure results from acts of God, war (whether declared or not), sabotage, riot, explosion, Government control, restrictions or prohibitions or any other Government act or omission whether local, national, or within the region known as the Middle East, fire, accident (unless such fire or accident is caused by MustHave Technical LLC as determined by agreed appropriate authority), earthquake, storm, flood, epidemic, drought, or other natural catastrophes, strikes, lockouts, except where such strikes or lockouts are caused directly by MustHave Technical LLC, or any other cause beyond the control of that Party. Any Party, which is prevented by reason of such unforeseen circumstances aforesaid, shall notify the other immediately thereof and shall use all reasonable endeavours to mitigate the effects thereof.

During the period of any such Force Majeure failure the client will be entitled to use a Third Party to provide the service if MustHave Technical LLC is unable to do so as a result of Force Majeure, but not at the expense of MustHave Technical LLC. In these circumstances the client is entitled to reduce his payments to MustHave Technical LLC during the period that MustHave Technical LLC is unable to perform the relevant services.

If an event of Force Majeure lasts for more than three months, or when it becomes reasonably apparent that an event of Force Majeure will last for more than three months, either Party may, following consultation with the other, give one months notice of termination.

13. Confidentiality

Each Party including its employees and servants undertakes to keep and treat as confidential and not disclose to any third party any information of a proprietary or confidential nature concerning the operations, plans, know-how, trade secrets, business transactions and affairs of the other Party received or acquired by the other in the course of performing this Agreement, and to not make use of such information for any purpose whatsoever provided that the foregoing obligations shall not extend to:

14. Corruption

MustHave Technical LLC shall not induce an employee of the client to:

16. Entire Agreement

This Agreement supersedes all prior agreements, understandings and conditions whether written or implied between the Parties and is the entire agreement of the Parties relating to the services as defined herein. This Agreement may not be varied or changed otherwise than in writing signed by a duly authorized representative of both Parties.

17. Notices

Service of all notices under this Agreement shall be in writing and made by hand or mailed, postage paid return receipt requested, to the addresses set out above, or at such other address as may be notified in accordance with this Clause.

18. Waiver

The rights of either Party shall not be affected or restricted by any indulgence or forbearance to the other Party. No waiver by either Party of any breach by the other Party shall operate as a waiver of any later breach.

19. Third Party

Nothing in this Agreement confers or purports to confer on any third party any benefit or any right to enforce any term of this Agreement.

20. Governing Law

This Agreement shall be construed in accordance with the laws of the Emirates of Dubai.