1.1.1. the Fees in the manner and in the amounts as set out in the Agreement or as may be stipulated by Shams from time to time; and
1.1.2. any other amounts payable to Shams in connection with the Facility immediately upon presentation of an invoice by Shams and no later than 30 days upon receipt of any such invoice, unless otherwise stipulated by Shams.
1.2. The Fees are not refundable or transferable in the event of termination of the Agreement prior to Expiry Date.
1.3. Company shall pay Fees and any other amounts payable to Shams in connection with the Facility (a) without any setoff or deduction and free and clear of all taxes and (b) in a manner so that Shams shall receive full value in cleared funds.
2.1. The Company acknowledges that if it does not pay the Fees or any other amounts due and payable to Shams when due, Shams will incur costs during the period such amounts remain outstanding and that Shams shall be entitled to charge Company a penalty of up to AED 100 per day.
3.1. To access and use Facility, the Company must hold and maintain a valid license. The Company agrees that it shall at all times hold a valid license and promptly notify Shams upon the termination or suspension of its license.
3.2. The Company acknowledges that its activities in respect of the Facility shall be in accordance with the activities specified in its license.
4.1. The Company shall be entitled to use the Facility for a maximum of 12 hours per month.
4.2. The Company is required to pre-book usage of the Facility with Shams.
4.3. The Facility will be allocated subject to time and location availability.
4.4. Unoccupied bookings shall be counted towards hours of usage.
4.5. The usage of any fraction of an hour will be considered as one hour.
4.6. Unused hours cannot be carried forward to other months.
4.7. The Company's rights to access and use the Facility shall be in accordance with the type of the Facility specified in the Agreement.
4.8. The Facility may be for use in common with other users.
4.9. The use of the Facility shall include only the use of wireless internet access and a workstation.
4.9.1. The Company shall only access websites which do not breach the telecom policies, directives and laws of the UAE. Shams may withhold internet access to Company and the Representatives if there is any infringement or illegal use of the wireless internet facility.
4.9.2. Shams will not be responsible or bear any liability for any data loss, hacking, protection or security arising out of the use of the Facility wireless network.
4.10. Only the Representatives shall be permitted to access and use the Facility. The Company hereby undertakes and warrants that no person other than a Representative shall be given access to use the Facility without the prior written consent of Shams.
4.11. Shams (in its discretion) may restrict or suspend Company's access to any of the Facility (without liability or compensation) in the event of the Company's breach or non-observance of the Agreement.
4.12. Each location providing the Facility may specify its own "house rules" which the Company shall observe. The house rules may include, without limitation, matters such as opening and service hours.
4.13. Each location providing the Facility may provide additional services which the Company may (subject to availability) purchase (by direct payment or credits) according to the terms specified by Shams.
4.14. Shams has the right to take possession and destroy any abandoned belongings in the facility.
4.15. Company shall:
4.15.1. only use the Facility for ordinary professional office use;
4.15.2. observe all health and safety rules and notices at the locations providing the Facility;
4.15.3. be responsible for maintaining the cleanliness of the facility; and
4.15.4. ensure that all the properties and facilities therein are in good condition.
4.16. Company shall not:
4.16.1. keep personal belongings in the facility after usage, or install any permanent fixtures in the facility;
4.16.2. litter or cause any damage to the locations providing the Facility (including any furnishings and equipment);
4.16.3. remove any furnishings or equipment from the locations providing the Facility;
4.16.4. Company shall not smoke or consume alcohol within the locations providing the Facility;
4.16.5. Company shall not use the Facility or any locations providing the Facility in a manner contrary to any Regulations or laws of the City, the Emirate of Sharjah and the UAE;
4.16.6. Company shall not use the Facility for activities other than the activities specified in its license;
4.16.7. Company shall not use the Facility for any purpose which is noisy, offensive, dangerous, illegal, immoral or a nuisance or causes damage or disturbance to Shams or any other user of the Facility or City;
4.16.8. Company shall not use the Facility for retail trading, display, assembly or packaging of any product or storage of any materials (goods, samples, files, folders, personal items);
4.16.9. Company shall not use the Facility for any public or political meeting, public exhibition or public entertainment, show or spectacle or for similar;
4.16.10. Company shall not use the Facility for residential purposes or allow any person to sleep in the locations providing Facility;
4.16.11. Company shall not display any signboards, stickers, paintings, posters, drawings or other advertising in the locations providing Facility or elsewhere throughout the City (unless the subject of a specific written permission from Shams or the Authority); and
4.16.12. Company shall not bring into the locations providing the Facility any (a) combustible, explosive or dangerous substances , (b) animals or pets of any kind;
4.17. The Company shall pay to Shams on demand compensation in respect of any damage or loss caused by the Company to locations providing Facility (including any furnishings and equipment) and to report any such damage or loss to Shams within 2 days.
4.18. Shams may inspect any part of the locations providing Facility at any time and without prior notice.
4.19. Shams shall not be liable for the loss of any the Company's possessions that may be lost or stolen at the locations providing Facility and the Company shall solely be responsible for adopting any such measures as it deems appropriate (such as obtaining insurance).
4.20. Shams shall not be liable for any loss of data due to the use of the network or technology facilities at the Facility and the Company shall solely be responsible for adopting such measures as it deems appropriate (such as backing up its data).
4.21. Shams does not make any representations as to the security of the network or technology facilities at the Facility and the Company shall solely be responsible for adopting such measures as it deems appropriate (such as encryption).
5.1. This Agreement shall renew automatically upon the renewal of the Company’s license, unless the Company notifies Shams in writing of such intention not to renew this Agreement one month prior to the expiry of this Agreement.
5.2. Any renewal of this Agreement shall be at the discretion of Shams and subject to the Regulations.
6.1. Company may terminate the Agreement at any time by serving one month's written notice on Shams. All rights accrued by Shams up to the termination date shall remain in full force and effect, including Shams right to retain the Fees in accordance with clause 1.2.
6.2. Shams may terminate the Agreement immediately at any time by notice in writing to Company if:
7.1. Shams reserves the right to amend these Terms and Conditions and any house rules from time to time (in its sole discretion).
8.1. The terms of the Agreement are confidential and neither Shams nor the Company shall disclose its terms without the other's consent, except to its own professional advisors (under the same obligation of confidentiality) or as may be required by law or by a Competent Authority.
9.1. This Agreement and any appendices referred to or incorporated in it constitutes the entire agreement between the Parties and supersedes and extinguishes all previous discussions, correspondence, negotiations, drafts, agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
9.2. The Company acknowledges that in entering into this agreement, it does not rely on, and shall have no rights or remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
10.1. If any provision or part-provision of this Agreement shall be or becomes invalid, illegal or unenforceable, it shall be deemed modified in accordance with the Regulations and the laws of the City, the Emirate of Sharjah and the UAE to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
11.1. Where the Parties have agreed that a Deposit will be paid by Company, Company shall replenish such Deposit on demand in the event that Shams makes any deductions due to the acts, omissions or defaults of Company.
12.1. To the extent the law allows, Shams shall not be liable to the Company for any loss, damage or inconvenience, which may be caused by reason of (a) temporary interruption of services during periods of inspection or repair (b) temporary breakdown of or defect in any services or equipment or (c) events beyond the reasonable control of Shams.
12.2. Shams shall not be responsible for the loss of the Company’s belongings.
12.3. The Company shall bear all the harms, losses, and damages by which the facility may be affected, any person or any of the Authority’s properties as a result of misuse or negligence in using the safety and security procedures and the Company shall compensate Shams for the damages it was exposed to.
13.1. The Company indemnifies and holds harmless Shams in respect of all liability, claims, damages, loss and expenses which may arise (except to the extent caused by Shams gross negligence or wilful misconduct) in connection with:
14.1. No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).
14.2. A waiver by Shams of any right or remedy under this Agreement or by law is only effective if it is given in writing. Any such waiver shall apply only to the circumstances for which it is given and shall not be deemed a waiver of any subsequent breach or default.
14.3. A failure or delay by Shams to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
15.1. Except as expressly provided in this Agreement, the rights and remedies under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
16.1. In the event of any inconsistency or contradiction between any of the provisions of this Agreement and the Regulations, the Regulations shall prevail as between the Parties.
17.1. The Facility (including any furnishings and equipment) is and remain as Shams' property and in Shams' possession throughout the Agreement.
17.2. The Agreement does not create any tenancy interest, lease or property interest in favour of Company.
18.1. A notice given to a party under or in connection with this Agreement:
18.1.1. shall be in writing and in English;
18.1.2. shall be signed by or on behalf of the party giving it;
18.1.3. shall be:
delivered by hand; or
by e-mail; or
sent by airmail or by reputable international overnight courier (if the notice is to be served by post to an address outside the country from which it is sent); and
18.1.4. is deemed received as set out in clause 18.4.
18.2. The addresses for service of notices are as detailed in Agreement Details.
18.3. A party may change its details for service of notices as specified in clause 18.2 by giving notice in writing to the other party. Any change notified pursuant to this clause shall take effect at 9.00 am on the later of:
18.3.1 the date (if any) specified in the notice as the effective date for the change; or
18.3.2 5 business days after deemed receipt of the notice of change.
18.4. Delivery of a notice is deemed to have taken place (provided that all other requirements in this clause 18 have been satisfied):
18.4.1 if delivered by hand, on signature of a delivery receipt;
18.4.2 if delivered by e-mail, at the time the e-mail was received in the recipient’s e-mail inbox;
18.4.3 if sent by reputable international overnight courier to an address outside the country from which it is sent, on signature of a delivery receipt.
18.5. This clause 18 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
19.1. This Agreement shall be governed by and construed in accordance with the Regulations in force from time to time in the City and the Emirate of Sharjah and the federal laws of the United Arab Emirates so far as they apply.
19.2. Any dispute or differences between Parties arising out of the Agreement shall be submitted to Sharjah Courts who shall have exclusive jurisdiction.
