APPENDIX I: GENERAL TERMS AND CONDITIONS

DEFINITIONS:

• Effective Date: is the date as specified on the Proposal Acceptance Form signed by both parties or otherwise communicated via acceptable means
• Services Commencement Date: means Project Sign-off date on which EHDF shall commence the Services to the Client
• Term: is the duration from the Effective Date until the end of the Performance Period
• Performance Period: is the period specified in the Service Fees section commencing from the Services Commencement Date
• Project Sign-off: means the formal acceptance by the Client of the provisioned Services by EHDF and indicates the start of the Performance Period and commencement of billing

1. Non-Solicitation – During the Performance Period hereof and for twelve (12) months thereafter, Client will not, directly or indirectly, solicit for employment or employ, whether as an employee or independent contractor, any employee, officer or independent contractor of EHDF.




2. Indemnification – Each party shall indemnify, defend and hold the other, its parent, subsidiaries, affiliates, directors and officers harmless for any losses, damages, claims, demands, suits, liabilities and causes of action (including court costs and reasonable attorney fees) that are caused by (i) the dishonest, fraudulent or criminal acts or omissions of the indemnifying party, or (ii) the violation by the indemnifying party of any legal requirements. The foregoing obligations will not apply to the extent the indemnified party was responsible for giving rise to the matter upon which the claim for indemnification is based.




3. Limitations on Liability – In no event shall EHDF be liable to Client or any other person or entity for any indirect, consequential or punitive damages of any kind or nature whatsoever. EHDF’s liability for damages arising out of any services performed under this Proposal, whether in an action based on contract, warranty, strict liability, tort or otherwise, shall not exceed the 50% of the total amount paid by Client to EHDF hereunder for services performed. While eHDF exerts its best efforts and industry best practices in providing the service, the Client acknowledges that provided services are not guaranteed to be uninterrupted, completely secure, or error-free and that risks from sources such as the Internet could result in loss of data and / or privacy.




4. No Additional Warranties, Erroneous Claims – EXCEPT AS MAY BE EXPRESSLY PROVIDED IN THIS PROPOSAL, EHDF DOES NOT MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER SUCH REPRESENTATION OR WARRANTY BE EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY FROM COURSE OF DEALING OR USAGE OF TRADE Cooperation, Third Party Products – Client will cooperate with EHDF in all reasonable respects relating to the performance of the services and perform all of its roles, responsibilities and other obligations hereunder. EHDF shall not be responsible in the event that equipment, software or other components (“Third Party Products”) incorporated into any system or architecture designed or engineered by EHDF hereunder fails to perform in accordance with the specifications or performance criteria set forth in the applicable product documentation or specifications. Additionally, the Client agrees to comply with all vendor legal conditions or End User Licensing Agreements for any Hardware or Software provided by eHDF or utilized by the Client and Client will solely be liable for any breach of said 3rd party End User License Agreement, by the Client or its agents.




5. Time, Force Majeure – This Proposal sets forth the projected work effort and schedule applicable to the services to be performed by EHDF. All statements and agreements concerning time are good faith estimates based upon current available information and existing circumstances, and are subject to equitable adjustment upon any material change in such information or circumstances, the occurrence of an excusable delay (as provided below) or upon modification of the scope, timing or level of work to be performed by EHDF. Neither party shall be under any liability for any loss or for any failure to perform any obligation hereunder (other than payment obligations) due to causes beyond its reasonable control including, without limitation, industrial or labor disputes of whatever nature, fire, power loss, telecommunications failure, acts of God, hostilities, emergencies, the unavailability of Third Party Products or other force majeure.




6. Confidentiality – Each party shall treat as confidential and shall not disclose or transmit to any third party (i) any documentation or other materials of the other party that are marked as “Confidential” by the other party, (ii) information of the other party that is disclosed orally and is identified as confidential at the time of disclosure, or (iii) documentation, materials or oral information of the other party of a confidential or proprietary nature which, in the exercise of reasonable judgment, would be considered as confidential (collectively, “Confidential Information”). Confidential Information shall not include any information that (a) is already in the receiving party’s possession or control prior to the date of disclosure without restriction as to confidentiality, (b) at the time of disclosure is generally available to the public or after disclosure becomes generally available to the public through no breach of agreement or other wrongful act by the receiving party, (c) has been received from a third party without restriction on disclosure and without breach of agreement or other wrongful act by the receiving party, (d) is independently developed by the receiving party without reference to the Confidential Information of the disclosing party, or (e) is required to be disclosed by law or order of a court of competent jurisdiction or regulatory authority, provided that the receiving party shall furnish prompt written notice of such required disclosure and reasonably cooperate with the disclosing party, at the disclosing party’s cost and expense, in any effort made by the disclosing party to seek a protective order or other appropriate protection of its Confidential Information and any disclosure under this clause (e) is limited to the extent of the legal requirement.




7. Miscellaneous –
   1. The Terms and Conditions may not be amended or modified except by an instrument in writing signed by the parties. Any term or condition which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and conditions or affecting the validity or enforceability of any of the terms or provisions hereof in any other jurisdiction.
   2. The Client confirms that it is their responsibility to adequately insure all their assets that will be placed in the Primary Data Centre, against any form of damage, during the whole period their equipment are at the Primary Data Centre. EHDF is not responsible for insuring the Client’s equipment.
   3. The Client agrees to fully indemnify EHDF against any claims that may arise, whether directly or indirectly, from the use of the Client’s equipment by their staff.
   4. To ensure the safety and security of the Client’s and other Clients’ Information Systems, the Client agrees to adhere to eHDF’s Data-Centre Policy as amended from time to time.
   5. The Client hereby authorises EHDF to use the Client’s name as a referral to other potential clients, to prepare a press release or to prepare a high-level case study including stating the benefits of using EHDF as a service provider. The Parties agree that, in case of EHDF intending to issue a press release which includes information about the Client (other than the Client’s name and business activities), the contents of such press release shall be mutually agreed between the Parties in writing prior to the publication of the press release.
   6. The Fee is firm and does not include any current or future taxes including value added tax, income tax withheld at source, assessment charges, withholdings of any nature, customs duties or other charges or fees whatsoever, levied or imposed by the UAE Government or any other Government elsewhere (the “Taxes”) that may be payable in connection with the provision of the Services under this Agreement. In case any Taxes become applicable in connection with the Services, the Client shall be solely liable to pay such Taxes in accordance with the applicable laws, rules and regulations.
   7. The Terms and Conditions shall be governed by and construed in accordance with the laws of the United Arab Emirates.




8. Survival – The provisions hereof shall survive the expiration or termination of the service provided.




9. Export and Import Compliance –
   1. The products and services offered by EHDF may constitute a sale, transfer, export, or re-export of a United States, European Union, or another country’s products and services, and are therefore governed by the applicable export control laws as amended from time to time.
   2. Client acknowledges and agrees that he will not knowingly sell, transfer, export, or re-export a Product or Service purchased from EHDF in violation of the trade embargoes or sanctions imposed by the United States or the European Union.
   3. The Client further agrees to indemnify EHDF from claims made against EHDF for Client’s failure to comply with applicable export and import laws.




10. Termination –
    1. EHDF shall have the right to terminate its services during the Term by giving sixty (60) Business Days written notice to the Client. The Client shall have the right to terminate at any time during the Term by giving five (5) Business Days written notice to EHDF (the “Termination Notice Period”) if the Performance period is one month and 60 Business Days’ notice if the Performance Period is one year or more.
    2. If the service is terminated by the Client under the above clause the Client shall, immediately upon the receipt of the invoice, pay EHDF:
       1. The Fee due on the date of issuance of the Termination Notice Period; and
       2. The Fee applicable during the Termination Notice Period
       3. The applicable Termination Charges
       4. All outstanding fees, or residual values, for any provided Hardware or Software purchased for the Client by EHDF
    3. EHDF reserves the right to terminate or suspend (at its sole discretion) the Services forthwith upon a written notice to the Client where:
       1. the Client has committed a breach of any of its obligations under this Proposal;
       2. the Client goes into voluntary or involuntary liquidation;
       3. the Client is declared insolvent, either in bankruptcy or other legal proceedings; or
       4. A receiver is appointed over the whole or part of the Client.
       5. The Client is using his hosted environment in violation of any of the applicable laws or regulations including those of the Telecommunications Regulatory Authority (TRA)
       6. On the Expiry Date or earlier termination EHDF reserves the rights to purge and deliver the Client’s data to the Client if requested by the Client in writing on the Expiry Date or earlier termination (as the case may be).
    4. Any notice, communication or demand to be given or made by or to any Party under this Proposal shall be in writing and shall be delivered personally or sent by receipted courier to the Party due to receive such notice at its address set out in this Proposal (or such other address as either Party may advise the other in writing).
    5. The services stipulated in this Proposal are auto-renewable unless either party provides 15 business days’ notice. A 10% additional fee is applied if the renewal period is for less than a year for contracts that were originally one year or more. This additional service fee is not applicable to cloud contracts.
    6. Termination Charges: During the Term of the Proposal, the following Termination Charges schedule will be applicable:
       

       	If terminated during:
       Contract Period	1st Year	2nd Year	3rd Year & Onward
       1 Year Contract	Balance payment to cover the fee for the first year	N/A	N/A
       2 Year Contract	6 months of MRC	4 months of MRC	N/A
       3 Years or More Contract	6 months of MRC	4 months of MRC	2 months of MRC