- These General Terms and Conditions (“T&C”) shall apply whenever SG Community Management Services LLC (“SG”) engages the service provider (“Service Provider”) to render the Services as detailed in each work order (“Work Order”) to which this T&C is annexed.
- The T&C shall operate in conjunction with any terms explicitly detailed in the Work Order.
- Definitions:
- “Applicable Law": refers to the laws in force in the Emirate of Dubai, United Arab Emirates (UAE), and any other laws or regulations, regulatory policies, guidelines, or industry codes which apply to the provision of the Services.
- “Bribing”: shall mean the offering, giving, receiving, or soliciting of anything of value as a form of inducement or reward to influence the actions of an individual or entity in a manner that is unethical, illegal, or against the principles of fair competition, honesty, and integrity. This includes but is not limited to:
- cash or cash equivalents, such as gift cards, prepaid cards, or vouchers;
- expensive or extravagant gifts, including luxury items like jewelry, perfumes, bags, pens, office stationery, paintings, or valuable artefacts;
- personal services, such as paid vacations, hotels, restaurants, flights, spa treatments, club memberships, or entertainment tickets.
- free home cleaning, pest control, maid, nanny, or maintenance services.
- commissions and referral fees; and
- any kind of spirits and alcohol.
- “Business Days”: means any day which is not a Saturday, Sunday, or a public holiday in the UAE.
- “Force Majeure”: shall mean any event or circumstance beyond the reasonable control of the affected party, including but not limited to acts of God, war, terrorism, civil unrest, strikes, labor disputes, government actions, natural disasters, fires, floods, epidemics, or pandemics;
- “FTA”: means the Federal Tax Authority of the UAE;
- “Service(s)”: means the service(s) to be provided by the Service Provider as stated in each Work Order from time to time.
- The Service Provider is obliged to:
- Deliver the Services as per the terms and conditions stipulated herein in this T&C.
- Perform the Services in a professional and workmanship manner, adhering to the best practices within the relevant industry, meeting industry standards, and deadlines outlined in the Work Order.
- Provide any additional Services necessary for the satisfactory completion of the Work Order, irrespective of whether expressly specified therein, without imposing any extra charges;
- Appoint a representative who shall act as an intermediary between SG and the Service Provider;
- Execute the Services promptly as stipulated in this T&C;
- Notify SG of any change in the organization or the designated signatory of Service Provider within a period of three (3) Business Days from such change; and
- Furnish materials and expertise necessary for the execution of the Services.
- SG shall not be held liable for any consequences, including delays or deficiencies in Service, arising from the failure of the Service Provider to promptly furnish precise and comprehensive information or materials as reasonably requested by SG.
- In the event of any concerns or objections arising in the Work Order, the Service Provider shall promptly communicate via official email address of the Service Provider to the procurement department of SG at ‘procurement@strata-global.com’ within two (2) Business Days from the date of receipt of the Work Order.
- Invoices must accurately reflect the legal name, registered address, and bank account details of the Service Provider, along with the Work Order number as well as the building/project name in accordance with the specifications detailed in the Work Order. Failure to provide accurate information will result in the rejection of the invoice submitted to SG.
- All submitted invoices must strictly adhere to the requirements outlined by FTA. Non-compliance with these requirements will lead to the rejection of such an invoice by SG.
- Payment against the invoice shall occur upon the completion of the Service(s). In instances where the Service Provider necessitates advance payment, the Service Provider shall adhere to the following requirements in accordance with escrow guidelines:
- For advance amounts less than or equal to AED 100,000.00 (inclusive of VAT), the Service Provider is required to provide a security cheque.
- For advance amounts exceeding AED 100,000.00 (inclusive of VAT), the Service Provider is required to provide a bank guarantee from a bank operating in the UAE.
- For any inquiries or follow-up regarding payment of invoice(s), please direct the correspondence to the designated representative in the finance department of SG via email at accounts@strata-global.com.
- The Fee indicated in the Work Order shall be inclusive of VAT charge.
- All payments made pursuant to the Work Order must strictly adhere to the provisions detailed in the T&C. The currency used for payment as per the Work Order shall be in United Arab Emirates Dirham (AED), or any other currency agreed between the parties in writing.
- Notice: All notices given under this T&C must be in writing. A notice is effective upon receipt and shall be sent via one of the following methods: delivery in person, overnight courier service, certified or registered mail, return receipt requested, addressed to the party to be notified at the address provided in the Work Order or in the case of either party, to such other party, or address as such party may designate upon reasonable notice to the other party.
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- Confidentiality: The Service Provider is bound to maintain confidentiality regarding all information and material deemed commercially valuable to SG, which may come to their knowledge. However, they are permitted to:
- Utilize such information to the extent reasonably necessary in providing the Service(s);
- Disclose it if the other party agrees; or disclose it with the consent of the other party; or
- Disclose it if required by Applicable Law.
- The Service Provider shall not publicize or issue any specific information to the media or any other third parties about the Service(s) or the subject matter of the Work Order or the terms of this T&C without the consent of SG. This obligation remains in effect even after the termination of this T&C.
- Force Majeure: SG shall not be considered in breach of any obligation under the Work Order if it becomes unable to fulfill that obligation, whether in whole or in part, due to Force Majeure. Should the Service Provider intend to invoke this clause, it must promptly notify SG, providing comprehensive details of the event or circumstance asserted as a Force Majeure occurrence.
- Termination: SG shall have the unfettered right to terminate the Work Order immediately and without incurring any additional obligations by issuing a notice of termination at least three (3) Business Days in advance and, without the necessity of any Court Order as required under Article 271 of the Federal Law No. 5/1987 on the Civil Transactions Law of the UAE and liability for compensation, should Service Provider or any of the representatives of the Service Provider, including officers, agents, subsidiaries, affiliates, and employees,:
- Involve or be committed in any Bribing inside or outside UAE;
- Submit fake quotations under a different identity;
- Fails to submit a competitive quote;
- Commits collusive tendering by colluding with other tenderers;
- Commit serious or repeated breaches of the work order terms;
- Engage in gross misconduct significantly impacting SG’s business;
- Perform the work order incompetently or negligently;
- File for bankruptcy or become insolvent;
- cause material detriment to reputation of SG;
- interests through actions or infringe upon any third-party intellectual property rights;
- causes a material delay or significant suspension in the performance of the Services extending beyond 15 Business Days;
- In the event it is discovered that the Service Provider is directly or indirectly owned or controlled, by any employee, manager or stakeholder of SG or their immediate or extended family members.
- In the event that the Service Provider is found to be engaging in any of the actions mentioned in Clause 17, SG reserves the right to blacklist the Service Provider and its affiliated entities prohibiting their participation in any future business activities within projects managed by SG.
- Damages: To the fullest extent permitted by Applicable Law, SG shall not be held liable for any special, incidental, indirect, or consequential damages whatsoever, regardless of the cause and regardless of any legal or equitable liability, including but not limited to breach of the T&C, negligence, or any other basis, even if the Service Provider has been informed of the potential for such damages. These limitations shall remain in effect regardless of any breach of condition(s) or fundamental term(s) of the T&C.
- Indemnity: The Service Provider shall indemnify and hold harmless and defend SG, together with any of SG’s officers, agents, subsidiaries, affiliates, and employees, absolutely and forever from and against any and all claims, damages, losses, expenses whatsoever or liability arising from the Services, equipment or the maintenance, or based in whole or in part, upon allegations of negligent or intentional acts on the part of the SG, its officers, agents, subsidiaries, affiliates, and employees.
- Limitation of Liability: SG shall not be held liable for any claims, damages, losses, or liabilities arising from actions or omissions of third parties, including but not limited to those related to the Service(s) provided by the Service Provider. It shall be the sole responsibility of the Service Provider to address and resolve any issues or disputes arising from its provision of Service(s) to third parties.
- Assignment: Neither Work Order nor any of the rights, interests or obligations hereunder shall be assigned by the Service Provider hereto (whether by operation of law or otherwise) without the prior written consent of SG. Notwithstanding the foregoing, T&C shall be binding upon, inure to the benefit of, and be enforceable by the parties and their respective successors and assigns.
- Relationship: The legal relationship established by the Work Order and T&C is that of independent contractors. Nothing contained within this Work Order shall be construed to create, or be deemed as, a partnership, joint venture, employment, franchise, agency, fiduciary, or any other form of legal relationship between the parties involved.
- Severability: If any part, term or provision of T&C is held to be illegal, in conflict with any Applicable Law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected by such determination, and the rights and obligations of SG and Service Provider shall be construed and enforced as if the T&C did not contain the particular part, term or provisions held to be illegal or invalid.
- Governing Law: T&C shall be governed by and construed in accordance with the Applicable Law.
- Dispute Resolution: The parties shall try to settle all disputes/differences arising under or in connection with this T& C or the Work Order amicably within a period of fifteen (15) Business Days.
- Jurisdiction: In the event of any disputes or controversies between SG and Service Provider arising out of or in connection with T&C, the same shall be referred to and shall be settled in Dubai Courts.
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