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“Annual Retainer Package” means an amount of money paid in advance by the Client to Nimbus to assure its Services will be available to the Client for a period of twelve (12) months. The Client can pay an annual lump sum upfront or a recurring monthly payment.
“Associated Company” means in relation to the Client’s Company, any subsidiary, subsidiary undertaking and holding company of it and any subsidiary and subsidiary undertaking of such holding company. This shall also include any corporation, or which is directly or indirectly controlled by the Client’s Company, whether registered in the United Arab Emirates or elsewhere.
“Charges” means the rates and charges payable by the Client to Nimbus for the Services, the details of which are set out in Schedule 2, or under any applicable Proposal.
“Commencement Date” means the date of this Agreement as set out above, or the date that Nimbus begins providing Services to the Client, whichever is the earliest.
“Control” (including the terms “controlling”, “controlled by” or “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.
“Confidential Information” means all information (in whatever form or format) disclosed by the Client to Nimbus under this Agreement including without limitation, information or material of a technical, business, commercial, financial or personal nature that a reasonable person would determine is confidential, and in particular Client information but does not include any information which has come into the public domain otherwise than by reason of the default of Nimbus, its Employees or advisers.
“Data Protection Laws” means. means any applicable laws, rules and regulations the United Arab Emirates intended to regulate the protection of personal data and privacy, as amended or updated from time to time.
“Defaulting Party” means any party who fails to perform any contractual obligation or duty in connection with the terms and conditions set forth in this Agreement.
“Employee” means an employee, agent or sub-contractor of Nimbus who is engaged in providing the Services to the Client.
“Force Majeure” means any event affecting the ability of a party to carry out is obligations under this Agreement caused by circumstances beyond its reasonable control including, without limitation, war or civil disturbance; order of a government, ministry of department or public authority; acts of terrorism; fire, flood, natural catastrophe but excluding any strike, lock-out or other form of industrial action of a party’s employees.
“Initial Term” means a period of 12 calendar months from the Commencement Date
“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, governmental authority or other entity.
“Personal Data” means any identified or identifiable information about a natural person which is disclosed by the Client to Nimbus pursuant to this Agreement or any Proposal.
“Services” means the services to be provided under this Agreement as set out in Schedule 1, any applicable Proposal and any subsequently agreed variances thereof.
“Working Day” means any day which is not a Friday or Saturday, a public or private sector holiday in the United Arab Emirates.
2.1 Subject to the terms of this Agreement and any agreed Proposals, the Client engages Nimbus to provide the Services, which Nimbus accepts.
2.2 The Client may engage Nimbus to perform additional services upon mutually agreed terms. An additional Proposal will be prepared for any such services.
2.3 Nimbus agrees to use sound and professional principles in accordance with industry standards while performing the Services.
2.4 Nimbus shall act diligently and efficiently, using all reasonable care and skill expected from an experienced service provider.
2.5 This Agreement does not confer exclusivity on either party; Nimbus may provide similar services to third parties, and the Client may engage other parties for similar services.
3.1 The term of this Agreement shall be for the Initial Term from the Commencement date. Thereafter, this Agreement shall automatically renew for successive one (1) year terms (each, a “Renewal Term”) until terminated in accordance with the provisions hereof
4.1 The Client shall perform all obligations allocated to it as specified in this Agreement.
4.2 The Client warrants to Nimbus that
4.2.1 all instructions and information provided to Nimbus are accurate and correct and to the best of the Clients knowledge
4.2.2 it will co operate with Nimbus and provide Nimbus with such information and assistance as Nimbus may reasonably require in order to enable or facilitate Nimbus to duly and punctually comply with its obligations under this Agreement
4.2.3 it is aware of the “AML” regulations applicable within the Clients jurisdictions and is responsible to ensure compliance with the requirements of the applicable AML regulations and shall report to Nimbus of any violations or offences made by the Client or Clients Associate Company any of which the Client is aware of
4.2.4 it will co operate in identifying the Ultimate Beneficial Owners (UBOs) connected to the Client; and any other additional information in order to identify the UBO.
4.2.5 it will complete and sign the Nimbus KYC form and Questionnaire, disclosing all requested information which it knows to be true to the best of its knowledge.
5.1 The Client shall pay all Charges due to Nimbus for the provision of Services within the timeframe mentioned on the invoice provided. If the Client fails to make any payment of Charges due this Agreement by the payment due date, then the Client shall be charged interest on the overdue amount at a rate of 4% per annum. Such interest shall accrue on a daily basis from the due date until payment of the overdue Charges are settled, whether before or after judgment. The Client shall settle any applicable interest together with the overdue amount.
5.2 Any Charges paid during the Initial Term by the Client shall remain indefeasibly paid and shall be non refundable.
5.3 Invoices shall be deemed to be accepted by the Client if no objection is raised within 14 (fourteen) days of receipt of the invoice.
6.1 Either party may terminate this Agreement upon 30 days written notice to the other party.
6.2 Either party may terminate this Agreement immediately upon written notice to the other party if:
6.2.1 the other party is in breach of any of its obligations under this Agreement and such breach is not remedied within 30 days of receipt of written notice specifying the breach and requiring it to be remedied;
6.2.2 the other party becomes insolvent or bankrupt or has a receiver, administrative receiver or administrator appointed to all or part of its assets;
6.2.3 any event occurs in relation to the other party which is analogous to any of the events specified in this clause.
6.3 On termination of this Agreement, all rights and obligations of the parties under this Agreement shall cease, save for any rights or obligations of either party that have accrued prior to termination or are expressly stated to survive termination.
7.1 The maximum liability of Nimbus for any claim arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall be limited to the amount of the Charges received by Nimbus from the Client under this Agreement.
7.2 Nothing in this Agreement shall limit or exclude Nimbus's liability for death or personal injury caused by its negligence, or for any fraudulent misrepresentation made by it or for any other matter for which liability cannot be limited or excluded by law.
8.1 Each party agrees that it shall not, without the prior written consent of the other party, disclose to any third party any Confidential Information received from the other party in connection with this Agreement except as required by law.
8.2 Each party shall take all reasonable steps to protect the confidentiality of any Confidential Information received from the other party and shall not use such information for any purpose other than for the purpose for which it was disclosed.
9.1 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.
9.2 No amendment or variation of this Agreement shall be valid or effective unless made in writing and signed by both parties.
9.3 If any provision of this Agreement is found by any competent authority to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
9.4 This Agreement shall be governed by and construed in accordance with the laws of the United Arab Emirates.
10.1 Either Party may terminate this Agreement within the Initial Term provided that at least 30 days written notice is provided, and any invoices outstanding are settled.
10.2 A party may terminate this Agreement at any time immediately upon providing written notice to the other party (the “Defaulting Party”) on the occurrence of the following events:
10.2.1 the Defaulting Party fails to carry out any material provision of this Agreement, the failure is capable of remedy and the Defaulting Party does not remedy that failure within 30 days after written notice to the Defaulting Party requiring it to be remedied;
10.2.2 the Defaulting Party fails to carry out any material provision of this Agreement and the failure is not capable of remedy;
10.2.3 the Defaulting Party has committed persistent breaches of its obligations and continues (after requests not to do so and notification of intention to terminate if persistent breaches do not cease) to commit persistent breaches;
10.2.4 the Defaulting Party passes a resolution, or the Court makes an order that the Defaulting Party or its Associated Company be wound up otherwise than for purpose of a bona fide reconstruction or amalgamation, or a receiver, manager or administrator on behalf of a creditor is appointed in respect of the business or any part thereof of the Defaulting Party or its Associated Company, or circumstances arise which entitle the Court or a creditor to appoint a receiver, manager or administrator or which entitle the Court otherwise than for the purpose of a bona fide reconstruction or amalgamation to make a winding up order.
10.3 Nimbus may terminate this Agreement immediately upon written notice in the event of non-payment of invoices by the Client where such payments are outstanding for more than sixty (60) days from the date on which the Client received such invoices. Any such termination under this clause will not discharge the Client's payment obligations in relation to any overdue invoices.
10.4 The termination of this Agreement will be without prejudice to any rights or remedies of either party under this Agreement or at law and shall not affect any accrued rights or liabilities of either party nor the continuance of any provision of this Agreement which is expressed, or by implication to continue in force on or after termination including, without limitation, Clauses 6, 7, 12 and 13.
The Client and Nimbus each agree to hold the Confidential Information of the other party in strict confidence and shall not disclose such Confidential Information to any third party, except as permitted by this Clause 12.
11.1 Nimbus may share Confidential Information with an Associate Company in the course of and for the purpose of delivering the agreed Services, including, but not limited to, for the purpose of performing any independence and conflict of interest checks within the network.
11.2 Each party may disclose Confidential Information to those of its employees, including accountants, legal counsel and other advisors (“Representatives”) who need to know such information for the purpose of performing the receiving party's obligations hereunder. The receiving party shall ensure that its Representatives comply with the confidentiality obligations of this Agreement.
11.3 The restrictions on Confidential Information in this Clause 12 shall not apply to information which the receiving party can demonstrate:
11.3.1 has been independently developed or conceived by the receiving party without use of the disclosing party's Confidential Information;
11.3.2 is or has been disclosed to the receiving party by a third party without a breach of any obligation such third party may have to the disclosing party;
11.3.3 is available in the public domain (other than through the receiving party's unauthorized disclosure); or
11.3.4 is required to be disclosed by an order of any court of competent jurisdiction or any order by judicial, (non) governmental body or any UAE regulatory body which the parties are subject to.
12.1 In performing its obligations under the Agreement, Nimbus may be required to process Personal Data on the Client's behalf. Nimbus warrants that it is currently in compliance with and will continue to comply with its obligations under the provisions of the Data Protection Laws insofar as they relate to or are connected with the Client's engagement of Nimbus to provide the Services.
12.2 Nimbus processes client information using electronic communications systems, knowledge management, and information technology facilities and applications in its audit and other client Services engagements. In connection with that use, the Client's Personal Data (including Client's Confidential Information) may be transferred across national borders and processed or stored in remote locations. Nimbus shall take reasonable steps to preserve the confidentiality of such Personal Data and when any such transfer is effected, ensure that it has in place appropriate technical and organisational measures to protect against accidental loss or destruction and unauthorized disclosure of the Personal Data.
12.3 Nimbus shall delete or return the Client's Personal Data and copies thereof to the Client on termination of the Agreement unless required by the Data Protection Laws to store the Personal Data.
13.1 This Agreement (together with the Proposals and Schedules made pursuant to, or in connection with this Agreement) constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersede all prior agreements and understandings of the parties, oral and written, with respect to the subject matter of this Agreement.
13.2 Failure or neglect by either party at any time to enforce any of the provisions of this Agreement shall neither be construed as a waiver of any rights or remedies under or in respect of this Agreement nor in any way affect the validity of this Agreement or any part of it. No waiver shall be effective unless given in writing and no waiver of a breach of this Agreement shall constitute a waiver of any antecedent or subsequent breach.
13.3 This Agreement shall not be varied or amended unless such variation or amendment is agreed in writing by or on behalf of each party hereto (which shall, in the case of the Client, only be binding if signed by an authorised signatory).
13.4 In the event that a court or arbitral tribunal of competent jurisdiction determines that any part or provision of this Agreement is invalid or unenforceable, such determination shall not affect the validity or enforceability of any other part or provision of this Agreement.
13.5 Nothing contained in this Agreement shall constitute or be deemed to constitute a partnership and neither of the parties shall be, or be construed to be, the agent of the other party for any purpose or to have any authority to bind or incur any liability on behalf of the other party, save as otherwise expressly provided in this Agreement.
13.6 No term of this Agreement is intended to confer a benefit on, or to be enforceable by, any person who is not a party to this Agreement.
13.7 Any notice required or authorised by this Agreement shall be in writing sent by prepaid registered mail or e-mail.
13.7.1 Notices shall be deemed to have been received:
(a) In the case of registered mail, 48 hours after such posting mail; and
(b) In the case of e-mail, on the date of sending the e-mail if sent within the business hours of the recipient. If sent after business hours, such e-mail shall be deemed received on the next working day.
13.7.2 Any notices required to be delivered in accordance with this clause shall be addressed to the party’s addresses first set out above or such contact email address notified to the other party.
13.7.3 Either party may amend its contact details for the purposes of this clause by sending a notice to the other party.
13.8 This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together will constitute one and the same instrument.
14.1 This agreement and any disputes or claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of Dubai and the United Arab Emirates.
14.2 The parties hereto irrevocably and unconditionally submit to the exclusive jurisdiction of the Dubai courts of the United Arab Emirates.
We work to understand your issues and are driven to ask better questions in the pursuit of making work. Me contained explained my education. Vulgar as hearts by garret. Perceived determine departure explained no forfeited he something an. Contrasted dissimilar get joy you instrument out reasonably. Again keep.
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Override the digital divide with additional clickthrough's from DevOps.
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Nanotechnology immersion along the information highway will close loop.
We pride ourselves in having talented and committed individuals with the right blend of aptitude and enthusiasm, who can go the extra mile to help clients achieve desired outcomes, ensuring that they accomplish their objectives with minimum hassle.
