GENERAL TERMS AND CONDITIONS

AGREEMENT

Professional Choice Real Estate LLC

 

These General Terms and Conditions (“GTC”) apply to all suppliers, contractors and service providers (“Service Provider”) appointed by Professional Choice Real Estate LLC (“PC”) for and/or on behalf of an Owners Association, Jointly Owned Property, hotel, building, community or other managed property (“Employer/Beneficiary”).

 

1. PURPOSE, APPLICATION AND CONTRACT DOCUMENTS

1.1 These GTC establish the minimum commercial, operational, legal, regulatory, health and safety, insurance, confidentiality, invoicing and risk-control requirements for the Service Provider.

1.2 The Service Provider confirms it has reviewed and accepts these GTC before mobilization. No quotation, invoice, delivery note, proposal, website term or supplier condition shall amend or override these GTC unless expressly accepted in writing by PC.

1.3 The signed contract, purchase order, scope of work, KPI/SLA, approved quotation, schedules and these GTC form the agreement. In case of conflict, this signed General Terms and Conditions Agreement (“GTC”) prevails, followed by the Scope of Work, KPI and payment terms, unless otherwise stated in the contract.

1.4 The appointment is limited to the agreed scope. Additional works or costs require prior written approval from an authorized PC representative.

 

2. DEFINITIONS AND INTERPRETATION

2.1 “PC” means Professional Choice Real Estate LLC and its authorized representatives.

2.2 “Employer/Beneficiary” means the Owners Association, Jointly Owned Property, building, hotel, community, developer or other entity for whose benefit the Services are procured or managed.

2.3 “Service Provider” includes the supplier, contractor, consultant and its employees, agents, representatives and approved subcontractors.

2.4 “Services” means the works, goods, maintenance, supply, testing, inspection, repair or other obligations under the contract, purchase order or approved scope.

2.5 “Applicable Law” means UAE Federal and Dubai laws, regulations, decrees, circulars, authority requirements, permits, codes, standards and directions applicable to the Services and property operations.

2.6 AED means United Arab Emirates Dirhams. Singular includes plural and vice versa.

 

3. APPOINTMENT AND AUTHORITY

3.1 PC appoints the Service Provider only for the agreed Services. The Service Provider has no authority to bind PC, the Employer, Owners Association, building or any owner.

3.2 The Service Provider shall not sign agreements, issue commitments, waive rights, make representations, place orders, incur liabilities or make regulatory submissions on behalf of PC or the Employer without prior written authority.

3.3 PC may assign or transfer the agreement, purchase order or benefit to an affiliate, successor management company, Owners Association, beneficiary or other person entitled to manage the property, subject to law.

 

4. SERVICE PROVIDER WARRANTIES AND REPRESENTATIONS

4.1 The Service Provider warrants that it has the required experience, expertise, financial capacity, equipment, systems, personnel, licenses, permits, approvals, insurance and resources to perform the Services safely, professionally, diligently and on time.

4.2 Services and goods shall be fit for purpose, defect-free, of good quality, compliant with specifications and performed with reasonable skill and care.

4.3 The Service Provider shall promptly rectify, at its own cost, defects, deficiencies, failed works or non-compliance attributable to it.

4.4 Personnel shall be suitably trained, competent, medically fit where required, legally authorized and properly supervised.

4.5 The Service Provider shall immediately notify PC of any matter materially affecting service continuity, safety, quality, compliance, cost, reputation or program.

 

5. LICENCES, LEGAL AND REGULATORY COMPLIANCE

5.1 The Service Provider shall obtain and maintain, at its own cost, all licenses, permits, approvals, certifications, registrations, visas and authorizations required for the Services.

5.2 It shall comply with Applicable Law, site rules, security/access procedures, health and safety requirements and PC/property management instructions.

5.3 It shall immediately notify PC of governmental notices, violations, investigations, claims, penalties, license suspension, regulatory action, litigation or threatened action relating to the Services.

5.4 The Service Provider is solely responsible for employees’ wages, benefits, end-of-service entitlements, visas, work permits, accommodation, transport, medical insurance and other legal employment obligations.

 

6. PERSONNEL AND SITE CONDUCT

6.1 Only approved, qualified and identified personnel may attend site. PC may require removal/replacement for misconduct, incompetence, safety concerns, conflict of interest, poor performance or breach of site rules.

6.2 The Service Provider shall maintain adequate supervision and ensure compliance with security, access, confidentiality and conduct requirements.

6.3 Personnel shall not solicit, accept or offer unauthorized gratuities, commissions, gifts, rewards or benefits in connection with the Services.

6.4 Site, property, equipment, photographs, drawings, plans and information shall not be used for promotional or other purposes without prior written approval.

 

 

 

7. SCOPE, WORK PROGRAM, SLA AND KPI

7.1 Before mobilization, the Service Provider shall submit the required work program, deployment schedule, personnel details and technical documents.

7.2 Services shall comply with the approved scope, program, SLA and KPI in Annexure A. Failure may result in warnings, corrective action, penalties, service credits, cost recovery and/or termination subject to contract and law.

7.3 For Service Provider-caused delays, it shall at its own cost deploy resources, extend hours or take reasonable measures to recover the program.

7.4 Emergency/ad-hoc support shall be provided within the agreed scope and escalation matrix. Chargeable additional work requires written approval before commencement.

 

8. HEALTH, SAFETY, QUALITY AND ENVIRONMENT

8.1 Before mobilization, provide applicable risk assessments, method statements, QHSE/emergency/mobilization plans, permits, licenses/certificates, evacuation arrangements and other reasonably requested documents.

8.2 High-risk works require a site-specific risk assessment and approved method statement before commencement.

8.3 Personnel shall be briefed on emergency procedures and suitable H&S arrangements, training and incident records maintained.

8.4 Accidents, near misses, injuries, property damage, hazardous/environmental incidents and authority interventions shall be reported immediately, followed by a written report as requested.

8.5 The Service Provider shall protect property, residents, guests, employees, visitors and third parties from foreseeable risks.

 

9. SUBCONTRACTING AND ASSIGNMENT

9.1 No subcontracting, assignment, transfer or novation of any material part of the Services without prior written PC approval and, where required, Employer/authority approval.

9.2 Approval does not relieve the Service Provider of responsibility; it remains liable for subcontractors and personnel.

9.3 Subcontractors acquire no contractual rights against PC or the Employer merely by performing the Services.

 

10. FEES, PRICES AND PAYMENT

10.1 Unless otherwise agreed, fees are fixed and comprehensive, covering labor, supervision, transport, tools, consumables, equipment, overheads, statutory costs, permits, insurance and other necessary costs.

10.2 No price increase, variation, additional cost, standby, mobilization fee or reimbursement is payable without prior written PC approval, except where mandatory law requires otherwise.

10.3 Invoices shall be submitted through ISKAAN where designated by PC; alternative submission is invalid where system submission is mandatory.

10.4 Invoices must include service reports, completion evidence, approvals, relevant before/after photographs, supporting documents and required signatures/stamps. Incomplete invoices are not properly submitted.

 

All invoices submitted should be strictly addressed to

Professional Choice Real Estate LLC C/O (Relevant Jointly Owned Property Name as per DLD)

 

10.5 Payment will be made within 45 days of successful invoice submission and acceptance by PC confirming that the invoices and documents meet PC, bank and RERA requirements.

10.6 Incase of unforeseen circumstances the credit period may vary beyond the 45 days. However, PC will do its best to process payments within the credit period.

10.6 Payment is due only for properly performed, verified and undisputed Services under the contract. PC may withhold/return amounts attributable to defects, penalties, service credits, damage, missing documents, insurance non-compliance, overpayment or other lawful recovery.

10.7 Payment may only be made from the relevant regulated community/escrow account, subject to fund availability/release under Applicable Law. PC does not assume personal payment liability by acting as management company/representative.

10.8 The Service Provider has no recourse against PC’s own funds, assets or accounts for Employer/Owners Association amounts.

10.9 The Service Provider remains responsible for cash flow, payroll and subcontractor payments and shall not suspend Services or claim against PC solely due to delays caused by community funding, approval, regulatory or escrow processes.

 

11. TAXES

11.1 The Service Provider is responsible for tax registration, VAT compliance, tax invoices and applicable taxes, duties and statutory charges. VAT shall be charged only where applicable and supported by a valid tax invoice.

11.2 Mandatory statutory price changes shall be handled under Applicable Law and the signed contract; unilateral adjustments are not permitted.

 

12. INSURANCE

12.1 Maintain all legally and contractually required insurance throughout the term and any applicable liability period.

12.2 Unless otherwise specified, maintain appropriate public liability, employer/workmen compensation, medical/employee and specialist insurance reasonably required for the Services.

12.3 Public liability limits shall follow the applicable contract/schedule; if silent, PC may require commercially reasonable limits proportionate to risk.

12.4 Where legally permissible and commercially available, policies shall include waiver of subrogation in favor of PC/Employer, primary/non-contributory and cross-liability wording.

12.5 Provide policies/certificates upon request and notify PC of cancellation, material alteration, expiry or non-renewal.

12.6 The Service Provider bears deductibles, excesses and uninsured losses attributable to its acts, omissions or responsibilities.

 

13. LIABILITY, INDEMNITY AND THIRD-PARTY CLAIMS

13.1 The Service Provider shall indemnify, defend and hold harmless PC, Employer, Owners Association and their directors, officers, employees and authorized representatives against losses, liabilities, claims, proceedings, damages, fines, penalties, costs and reasonable legal expenses arising from its breach, negligence, willful misconduct, fraud, defective work, unsafe acts, legal violations, employment obligations, IP infringement, property damage, injury/death or acts/omissions of personnel/subcontractors.

13.2 The indemnity covers third-party claims and direct losses and survives expiry/termination as required for liabilities arising during the term.

13.3 Nothing excludes/limits liability where prohibited by Applicable Law, including fraud, willful misconduct, or death/personal injury caused by negligence where legally non-excludable.

 

14. SUPPLIER OBLIGATIONS AND RESPONSIBILITIES

14.1 PC acts as a professional property/owners association management company and may procure Services for an Employer/Beneficiary. The Service Provider shall ensure its acts, documents, personnel and contractual arrangements do not create unintended financial, operational, legal, regulatory, tax, employment, agency, authority or reputational liability for PC.

14.2 The Service Provider shall not assert or allow personnel/subcontractors to assert that PC is the principal debtor, guarantor, employer, partner, joint venturer, agent, insurer or contracting party for Employer/Service Provider obligations unless PC accepts that capacity in writing.

14.3 Supplier standard terms shall not impose limitation, retention of title, lien/security interest, automatic renewal, price escalation, deemed acceptance, unilateral variation, suspension right or other provision against PC.

14.4 The Service Provider shall notify PC of supplier terms or documents that could expose PC/Employer to additional liability or conflict with the contract; conflicting terms are ineffective unless accepted in writing.

14.5 The Service Provider shall not contact, commit, instruct, negotiate with or represent PC/Employer to owners, residents, guests, regulators, media, insurers, consultants or other third parties except within its authorized role or with required approval.

14.6 This clause applies only to the extent reasonably necessary to protect PC/Employer and does not exclude liability that cannot lawfully be excluded or impose an unreasonable restraint.

 

15. CONFIDENTIALITY, DATA AND INFORMATION

15.1 Keep confidential all information concerning PC, Employer, owners, residents, guests, operations, finances, security, systems, drawings, plans, reports, contracts and commercial matters.

15.2 Use confidential information only for the Services and disclose only to need-to-know personnel bound by equivalent obligations, or where legally required.

15.3 Upon request/termination, return or securely delete confidential information subject to legal retention.

15.4 Promptly notify PC of actual/suspected loss, unauthorized access, disclosure or misuse of confidential information/personal data.

 

16. RECORDS, DOCUMENTATION AND TECHNICAL LIBRARY

16.1 Maintain complete and accurate service records, reports, test certificates, licenses, warranties, manuals, drawings, commissioning records and technical documents.

16.2 Provide copies promptly upon request and, at completion/termination, in organized electronic format where reasonably requested.

16.3 Subject to law and payment for expressly commissioned deliverables, documents prepared specifically for the property shall be available to PC/Employer for operation, maintenance, compliance and future procurement.

 

17. PROPERTY, TOOLS AND DAMAGE

17.1 Protect property, equipment, finishes, common areas, resident and third-party property during Services.

17.2 Report damage immediately and rectify or reimburse it at the Service Provider’s cost, subject to reasonable verification.

17.3 Remove waste, packaging, debris and temporary materials and leave work areas clean and safe.

 

18. SUSPENSION

18.1 PC may suspend all/part of Services by written notice for safety, operational, regulatory, funding, access, performance or other legitimate property-management reasons.

18.2 The Service Provider shall comply and protect works, equipment and property during suspension.

18.3 Payment/cost consequences follow the signed contract and Applicable Law. No standby/additional cost is payable.

 

19. TERMINATION

19.1 PC may terminate in accordance with the signed contract and, where permitted, without cause on 30 days’ notice.

19.2 Subject to law/contract, PC may terminate without notice for material breach, defective/substandard/unsafe Services, repeated KPI failure, missed timelines, service stoppage, loss of license/certification, failure to provide documents as per PC requirements, serious H&S breach, fraud/misconduct, unauthorized subcontracting, insolvency, regulatory non-compliance or material financial/compliance/reputational risk caused by the Service Provider.

19.3 PC may terminate with 7 days’ notice for any unsatisfactory performance of the service provider.

19.4 Termination does not prejudice accrued rights/remedies.

19.5 On expiry/termination, cease work as instructed, remove personnel/equipment, return property/confidential information, complete handover documentation and reasonably cooperate with transition to PC/replacement provider.

19.6 The Service Provider shall not withhold essential documents, keys, access credentials, records, technical information or Employer/Beneficiary property as payment leverage, except where an enforceable statutory right applies.

 

20. CONFLICT OF INTEREST, ETHICS AND ANTI-CORRUPTION

20.1 Disclose actual/potential conflicts involving PC, Employer, Owners Association members, directors, employees or representatives.

20.2 Comply with anti-bribery, anti-corruption, fraud prevention and ethical requirements and do not offer/provide anything of value to improperly influence decisions.

20.3 Undisclosed conflicts, kickbacks, commissions, fraudulent documents or corrupt practices constitute material breach.

 

 

 

21. NO PARTNERSHIP, AGENCY OR EMPLOYMENT

21.1 Nothing creates a partnership, joint venture, employment relationship or general agency between PC and Service Provider.

21.2 The Service Provider remains solely responsible for personnel, subcontractors, employment obligations, taxes and operational methods.

21.3 Service Provider personnel are not PC employees merely because PC monitors performance or gives reasonable site instructions.

 

22. NOTICES AND COMMUNICATIONS

22.1 Notices shall be written and delivered by email to the applicable contract details or official notified contacts.

22.2 Operational instructions may use agreed channels, but changes to price, scope, term, liability or other material provisions require written authorization by an authorized representative.

 

23. GOVERNING LAW AND DISPUTE RESOLUTION

23.1 The agreement/GTC are governed by laws applicable in Dubai and the UAE, subject to mandatory jurisdictional requirements applicable to the Employer/Beneficiary.

23.2 Parties shall first attempt good-faith amicable resolution. If unresolved within the signed contract period, disputes shall be referred to competent Dubai courts.  

 

24. ENTIRE AGREEMENT, AMENDMENTS AND SEVERABILITY

24.1 The signed agreement (“GTC”), purchase order, approved scope, and schedules constitute contractual understanding and supersede inconsistent prior discussions/correspondence.

24.2 Amendments require written approval by authorized representatives.

24.3 If a provision is invalid/unenforceable, it shall be modified only as necessary to make it enforceable; remaining provisions continue.

 

25. PRIORITY AND CONFLICT OF AGREEMENTS

25.1 In the event of any conflict, inconsistency, or contradiction between any provision of this General Terms and Conditions Agreement and any other agreement, contract, appendix, purchase order, or other document entered into between the Parties, whether executed before or after this Agreement, the provisions of this General Terms and Conditions Agreement shall prevail and shall govern, to the extent of such conflict or inconsistency.

25.2 No provision contained in any other agreement or document shall be deemed to amend, waive, or override any provision of this General Terms and Conditions Agreement unless such amendment, waiver, or override is expressly made in writing and duly.

 

26. SIGNED BY THE AUTHORIZED REPRESENTATIVES OF THE PARTIES

26.1 In all circumstances, this General Terms and Conditions Agreement shall remain the principal and governing document regulating the contractual relationship between the Parties in relation to the subject matter hereof, unless the Parties expressly agree otherwise in writing.

 

27. NO WAIVER

27.1 Failure or delay by PC to exercise a right is not a waiver. Any waiver must be written and applies only to the specific instance.

 

28. SURVIVAL

28.1 Confidentiality, indemnity, liability, insurance claims, records, intellectual property, payment reconciliation, audit, dispute resolution and obligations intended by nature to survive shall remain effective after expiry/termination.

 

29. SERVICE PROVIDER ACKNOWLEDGEMENT

29.1 The Service Provider confirms it has read, understood and accepted these (“GTC”), had reasonable opportunity to seek independent legal advice and enters the contract on this basis.

29.2 Pricing includes all costs reasonably necessary for the Services. The Service Provider shall not claim unauthorized additional payment due to omission, ambiguity or internal costing error.

 

30. SIGNATURE AND ACCEPTANCE

SERVICE PROVIDER	PROFESSIONAL CHOICE REAL ESTATE LLC
Legal Name:	For and on behalf of PC:
Trade License No.:	Name:
Authorized Signatory:	Position:
Signature & Company Stamp:	Signature & Company Stamp:
Date:	Date: