For the sake of brevity and convenience, Freezoner and the Client shall herein after collectively be referred to as “Parties” to this Agreement.

1.1  The Parties duly agree and understand that the Client is desirous of seeking the “services” of Freezoner and accordingly Freezoner has duly agreed to provide its services as duly expressed within Clause 1.2 herein below.

1.2  The Parties duly agree and understand that Freezoner shall provide their services to the Client (or to the directions of the Client) in accordance with the terms and manner more so enumerated, expressed and set out within the “Proposal/Proforma Invoice”.

1.3  The Parties duly agree and understand that the Client shall make payments to Freezoner for the services rendered by Freezoner by virtue of this Agreement, in the manner duly specified, expressed and enumerated within Clause 3 to this Agreement.

1.4  The Parties duly agree that the services provided by Freezoner shall be in the manner mutually agreed by Client and Freezoner, which have been specifically laid down within “Proposal/Proforma Invoice”. Any service that is not a part to “Proposal/Proforma Invoice” shall be provided by Freezoner (the decision of which shall be at the sole discretion of Freezoner) to the Client for additional charges (as may be mutually agreed between the Parties).

1.5  The Parties duly agree and understand that the Client shall adhere to all the requirements of Freezoner, including but not limited to, providing of all required documents and information, the stipulated timeline for providing the documents and information, as well as any other information and document that may be requested by Freezoner from time to time (the details of which are duly specified and enumerated within the “Proposal”. 

2.1  The Parties duly agree and understand that the effective term of this Agreement shall commence from the date of execution of this Agreement and shall be valid for a period either not exceeding Six (06) months or upon completion of services, whichever is earlier, unless renewed for a further term by the respective Parties to this Agreement.

2.2  If at any stage during the tenure of this Agreement, it comes to the notice of Freezoner, directly or through some other resources and/ or complaint(s), that the Client had misrepresented any fact or submitted false information or hidden any information, which could have affected the execution of this Agreement, this Agreement shall stand terminated immediately under intimation by Freezoner to the Client by virtue of the occurrence of any of the aforesaid circumstances specified in this Clause 2.2.

2.3  The Parties duly agree and understand that either party shall reserve the right to terminate this Agreement by giving a One (01) month prior intimation or notice (in writing) to the other party specifying their reasonable and valid intention to terminate this Agreement.

3.1   The Parties duly agree and understand that the Client shall be entitled to pay, and Freezoner shall be entitled to receive a fee (expressed within Clause 3.2) by virtue of services provided by Freezoner to the Client (or to the directions of the Client) up and till the endurance of this Agreement.

3.2  The Parties duly agree and understand that the Client shall pay Freezoner a sum duly specified in the Proforma Invoice by virtue of the services provided by Freezoner to the Client (or to the directions of the Client).

3.3  The Parties duly agree that the fee specified within Clause 3.2 shall be explicitly specific to the services enumerated within the “Proposal/Proforma Invoice”. As iterated within Clause 1.4, any service that is not a part to the “Proposal/Proforma Invoice” shall be provided by Freezoner (the decision of which shall be at the sole discretion of Freezoner) to the Client for additional charges (as may be mutually agreed between the Parties).

3.4   In addition to Clause 3.2 and Clause 3.3, the Client shall also bear all expenses pertaining to travelling costs, lodging costs, food and beverage costs and other associated costs for the authorized person representing Freezoner should an authorized person of Freezoner be required to visit the place of the Client for rendering their services. 

3.5  The Parties duly agree and understand that the payments enumerated within Clause 3.2, Clause 3.3 and Clause 3.4 herein above to this Agreement shall be paid in the mode and manner mutually agreed by Freezoner and the Client.

3.6  The Parties duly agree and understand that the payments entitled to be paid by the Client, for services rendered by Freezoner, shall be made prior to commencement of services by Freezoner and/or in the manner and timeline specified by Freezoner (the decision of which shall be at the sole discretion of Freezoner).

3.7  The Parties duly agree and understand that Freezoner shall be entitled to retain the entire sum paid by the Client to Freezoner on account of any termination made by the Client which in the ordinary course of business is unreasonable or necessitates invalid intention. 

4.1  Freezoner agrees and understands that while in connection with its performance of services, Freezoner may gain access to Confidential Information (as hereinafter defined within Clause 4.5 hereunder) of the Client.

4.2  Thus, by virtue of Clause 4.1 herein above to this Agreement, Freezoner agrees and acknowledges, and shall use reasonable efforts to keep Confidential Information confidential and, except as authorized by the Client, Freezoner shall not, directly or indirectly, use any Confidential Information for any reason except in a manner Freezoner believes reasonable or appropriate to perform its services under this Agreement.

4.3  Freezoner agrees and acknowledges that it shall not use any Confidential Information of the Client for any other purpose and/or towards any other client and/or towards any other assignment in any manner and of any nature whatsoever except to the extent permitted by the Client.

4.4  The Parties duly agree and understand that the following information shall not be treated as Confidential Information-

  4.4.1   Information that is or will be generally known to the public (provided that such information does not result from Freezoner’s unauthorized disclosure to the public).

 4.4.2  Disclosure of such information is required by applicable laws or security exchange rules, etc.

 4.4.3 Information that is required to be disclosed to relevant judicial authorities, tribunals, registrars for any matter under litigation, judicial proceeding or trial (and upon receipt of notice). 

4.5  For the purposes of this Agreement, Confidential Information shall mean to deem and include information communicated orally, in writing, by electronic or magnetic media, by visual observation, or by other means, or may or may not be marked confidential, or which the Client states to be confidential, or which would logically be considered confidential under circumstances of its disclosure known to Freezoner.

4.6  In the performance of the services, Freezoner or any of its representatives may communicate or discuss the affairs of the Client with the other advisers (if Freezoner may feel the need to) of the Client and may do so free from any obligation of confidentiality.

4.7  The Client duly consents Freezoner disclosing Confidential Information to any of its auditors, external legal counsel and insurers in connection with (potential) litigation or in accordance with applicable professional standards

4.8  Any information received by the Client under this Agreement from Freezoner shall be treated as confidential and shall not be disclosed by the Client at any time without the prior written consent of Freezoner.

4.9   The provisions of Clause 4 shall survive the conclusion, termination or expiration of this Agreement. 

5.1   The Client agrees and acknowledges to render reasonable assistance and cooperation as and when requested by Freezoner during the sustenance of this Agreement for the purposes of rendering their services.  

5.2  The Client agrees and acknowledges to provide, at all times, all accurate and appropriate information and documents, that may be requested by Freezoner for the purposes of rendering their services.

5.3  The Client agrees and acknowledges to provide all documents and information within the timeframe specified by Freezoner. Should the Client be unable to provide the requested information or documents within the timeframe stipulated by Freezoner, the Client must inform Freezoner of the delay and the reason for occurrence of such delay.

5.4  The Client agrees and acknowledges to inform Freezoner of any change (which could affect the services being provided by Freezoner) within a period of Seven (07) days from the date of occurrence of such change along with satisfactory documentary evidence.

5.5  The Client agrees, acknowledges and understands that it shall not commit or refrain from committing any act or action (or by whatever name it may be called) that may, in any manner and through any means whatsoever, cause a reputational damage to Freezoner.

5.6  The Client agrees and acknowledges to inform Freezoner with regards to all such information that could affect the execution of this Agreement and likewise rendering of services by Freezoner.

5.7  The Client agrees and acknowledges to not share or adopt or utilize, in any manner or through any means whatsoever, any information and/or advice provided by Freezoner during the process of rendering their services unless such information and/or advice has been provided by Freezoner in writing.

5.8  The Client agrees and acknowledges that it shall be solely reasonable for-

   5.8.1  Making all management decisions and performing all management functions.

   5.8.2 Designating one or more individuals who possess suitable skill, knowledge, and/or experience to oversee the services.

   5.8.3  Evaluating the adequacy and results of the services provided by Freezoner are on time and in full.

   5.8.4  Complying with national and foreign legislation and regulations applicable to the Client and its activities.  

6.1  Freezoner agrees and acknowledges that it shall perform the services in good faith and with due professional care.

6.2  Freezoner agrees and acknowledges to use reasonable efforts to supply the services and deliver the deliverables in accordance with any timetable and specifications referred to in Agreement. However, unless both Parties specifically agree otherwise in writing, all dates given by Freezoner for the services are intended for planning and estimating purposes only and are not contractually binding.

6.3  Freezoner has no responsibility to monitor events occurring after the agreed upon end date or date of completion of the services nor to update any deliverable unless the Parties have agreed otherwise in writing explicitly.

7.1   The Parties duly agree, acknowledge and understand that Freezoner shall not be liable for all losses arising because of the provision of false, misleading or incomplete information or documentation provided by the Client.

7.2  The Parties duly agree, acknowledge and understand that Freezoner shall not be liable for withholding or concealment or misrepresentation of information or documentation by the Client.

7.3  The Parties duly agree, acknowledge and understand that Freezoner shall not be liable for noncompliance with applicable legislation or regulations in protection of privacy and personal data within the Client’s sphere of responsibility. 

7.4   The Parties duly agree, acknowledge and understand that Freezoner shall not be liable should the Client fail to provide the requested information or documents within the stipulated period.

7.5   The Parties duly agree, acknowledge and understand that Freezoner shall be solely liable (if the Client has undertaken its part of the obligations) on account of gross negligence by Freezoner while performing its services.

8.1   The Client represents and warrants that it does not have any business relations and/or financial relations in any manner whatsoever (either past or present), either directly or indirectly, in or with any of the countries sanctioned by the government of UAE.

8.2  The Client represents and warrants that it does not have any business relations and/or financial relations in any manner whatsoever (either past or present), either directly or indirectly, with any of the individuals and/or organizations sanctioned by the government of UAE.

8.3   The Client represents and warrants that it has never been (at any time and in any manner whatsoever) been involved (either past or present), either directly or indirectly, in any act of money laundering and/or financing of terrorism and illegal organizations and/or other offences that are criminal in nature.

8.4  The Client represents and warrants that it does not have any matter sub judice in any Court or Tribunal in the world (either past or present) with regards to any criminal offence and/or offences pertaining money laundering and/or financing of terrorism and illegal organizations.

9.1   The Parties duly agree, acknowledge and understand that the Client shall not, during the term of this Agreement and for a period of Two (02) years immediately following termination or expiration or completion of this Agreement, either directly or indirectly, call on, solicit, or take away, or attempt to call on, solicit, or take away, any of the representatives or personnel or employees of Freezoner on whom the Client called or became acquainted with during the term of this Agreement, either for the Client’s own benefit, or for the benefit of any other person, firm, corporation or organization.

10.1  Failure on part of the defaulting party to adhere to the terms of this Agreement, the non-defaulting party shall be entitled to receive, and the defaulting party shall be liable to pay damages, as duly computed within the prevailing provisions of the laws of UAE.

10.2  The Parties duly agree and understand that in the event of a breach by the Client in relation to any of the provisions of this Agreement, monetary damages may not be an adequate remedy and that in such circumstances Freezoner shall be entitled to injunctive or other affirmative relief, or both, without such constituting an election of remedies or disentitling Freezoner to each and every remedy available at law and/or in equity for a breach of this Agreement.

11.1  The Client undertakes and agrees to indemnify Freezoner from all liabilities and claims arising out of any breach of the Client’s obligations as set out and enumerated within Clause 5 and Clause 8 to this Agreement.

12.1  Notwithstanding anything in this Agreement to the contrary, neither party shall be liable to the other for any failure to perform, or any delay in the performance of that party's obligations hereunder, when such failure to perform or delay in performance is caused by an event of force majeure; provided, however, that the party whose performance is prevented or delayed by such event of force majeure shall give prompt notice thereof to the other party.  

12.2  For purposes of Clause 12.1, the term "force majeure" shall include war, rebellion, civil disturbance, earthquake, fire, flood, strike, lockout, labour unrest, acts of governmental authorities whether by regulation, administrative action or otherwise, shortage of materials, acts of God, acts of the public enemy, acts of terrorism, and, in general, any other causes or conditions beyond the reasonable control of the Parties.

13.1  This Agreement shall be duly governed by the laws of United Arab Emirates. The Parties to this Agreement duly agree and consent that the Courts in Dubai shall have sole and exclusive jurisdiction over all disputes arising out of or in connection with this Agreement.

13.2  The Parties duly agree and understand that this Agreement shall supersede any prior agreements, promises, understandings, and representations, oral or written, between Freezoner and the Client regarding the terms and conditions specified and enumerated herein.

13.3  The Parties duly agree and understand that in case any provision in this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.

13.4  That any notice or other communication to be given under or in connection with this Agreement shall be in the English language, in writing and signed by the Authorized Representative of each respective party which should be marked to the attention of the other party and sent to their registered addresses.

13.5 This Agreement and the subsequent rights granted by virtue of this Agreement, shall not be assigned or transferred by the Client without the written consent of Freezoner. That no addition to, deletion from or other modification of any of the provisions hereof shall be valid unless made in writing and signed by an authorized representative of each respective party hereto.