Terms and Conditions

1. Interpretation

The following definitions and rules of interpretation apply in this Agreement.

1.1 Definitions

Applicable Laws: all applicable laws and regulations from time to time in force in the UAE.

Charges: the sums payable for the Services, including the annual increase (if applicable), as set out in ‎Schedule 2.

Customer Materials: all documents, information, items, and materials in any form, whether owned by the Customer or a third party, which are provided by the Customer to MAZEED in connection with the Services.

Customer Personal Data: any personal data which the MAZEED processes in connection with this Agreement, in the capacity of a processor on behalf of the Customer.

Deliverables: any output of the Services to be provided by MAZEED to the Customer as specified in ‎Schedule 1, and any other documents, products and materials provided by MAZEED to the Customer in relation to the Services.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Personal Data Protection Law: it means the Federal Decree Law No. 45 of 2021 on the Protection of Personal Data.

Schedules means Schedule 1 and Schedule 2 of this Agreement.

Services: the services as set out in ‎Schedule 1, including services which are incidental or ancillary to such services.

Tax Law: The Federal Decree-Law No. 8/2017 on Value Added Tax and Cabinet Resolution No. 52/2017 concerning its executive regulations and any amendments thereto.

United Arab Emirates Dirham (AED): it means the official currency of the UAE.

VAT: value added tax chargeable in the UAE.

1.2 Clause, schedule, and paragraph headings shall not affect the interpretation of this Agreement.

1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4 The schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the schedules.

1.5 A reference to a company shall include any company, corporation, or other body corporate, wherever and however incorporated or established.

1.6 Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular.

1.7 A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time.

1.8 A reference to writing or written includes email.

1.9 References to clauses and Schedules are to the clauses and Schedules of this Agreement.

1.10 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. Commencement and duration

2.1 This Agreement shall commence on the Effective Date and shall continue, for twelve (12) months (Term). The Term shall be automatically renewable unless the Parties decide to terminate it in accordance with clause 13 (Termination).

2.2 MAZEED shall provide the Services to the Customer in accordance with this Agreement.

3. first party’s responsibilities

3.1 MAZEED shall use reasonable endeavours to manage and complete the Services, in accordance with this Agreement in all material respects.

3.2 MAZEED shall use reasonable endeavours to meet any performance specified in scope of work.

3.3 MAZEED shall appoint a manager for the Services, MAZEED may replace that person from time to time where reasonably necessary in the interests of its business.

3.4 MAZEED shall provide the Customer with access to mazeed software until the expiry or termination of this Agreement.

3.5 MAZEED shall be responsible (based on the documents & information received from the Customer) for any errors in providing the tax & accounting services that occur as a result of MAZEED’s actions.

4. Second Party's responsibilities

4.1 The Customer shall:

(a) co-operate with MAZEED in all matters relating to the Services;

(b) appoint a main point of contact for the Services

(c) provide to MAZEED in a timely manner all documents, information, items, and materials in any form (whether owned by the Customer or third party) reasonably required by MAZEED in connection with the Services and ensure that they are accurate and complete;

(d) obtain and maintain all necessary licenses and consents and comply with all relevant legislation as required to enable MAZEED to provide the Services;

4.2 If MAZEED’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Customer, its agents, consultants, or employees, then, without prejudice to any other right or remedy it may have, MAZEED shall be allowed an extension of time to perform its obligations equal to the delay caused by the Customer.

5. Non-Competition and Non-Solicitation.

During the period of this Agreement and for the period of two (2) years after the

termination or cessation of such Agreement for any reason (the “Non-Competition and Non-Solicitation

Period”), neither Party will not directly or indirectly either alone or in association with others shall (i)

solicit, induce, or attempt to induce, any employee or independent contractor of the other party to terminate its employment or other engagement with the other party, or (ii) hire or recruit, or attempt to hire or recruit, or engage or attempt to engage as an independent contractor, any person who was employed or otherwise engaged by the other party at any time during the term of this Agreement to either Party; provided, that this Section shall not apply to the recruitment or hiring or other engagement of any individual whose service or other engagement with the other party has been terminated for a period of two (2) years or longer, or that written permission has been provided by the other party.

6. Change control

6.1 Either Party may propose changes to the scope or execution of the Services, but no proposed changes shall come into effect until a Change Order has been signed by both Parties. A Change Order shall be a document setting out the proposed changes and the effect that those changes will have on:

(a) the Services;

(b) the Charges;

(d) any of the terms and conditions of this Agreement.

6.2 If the Parties:

(a) agree to a Change Order, they shall sign it and that Change Order shall amend this Agreement; or

(b) are unable to agree to a Change Order, the process described in clause 13 (Termination) shall apply.

7. Charges and payment

7.1 In consideration for the provision of the Services by MAZEED, the Customer shall pay the Charges.

7.2 The Parties agree that the Second Party shall pay the Charges to MAZEED in advance.

7.3 MAZEED shall invoice the Customer for the Charges before starting to perform the Services.

7.4 The Customer shall pay each invoice submitted to it by MAZEED within ten (10) calender days of receipt to a bank account nominated in writing by MAZEED from time to time.

7.5 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay MAZEED any sum due under this Agreement on the due date MAZEED may suspend all or part of the Services until payment has been made in full.

7.6 All sums payable to MAZEED under this Agreement:

(a) include VAT; and

(b) shall be paid in full without any set-off, counterclaim, or deduction.

8. Compliance with laws

8.1 In performing its obligations under this Agreement, MAZEED shall comply with:

(a) the Applicable Laws; and

(b) the Tax Law.

9. Intellectual property rights

9.1 In relation to the Deliverables:

(a) MAZEED shall retain ownership of all Intellectual Property Rights in the Deliverables, excluding the Customer Materials;

(b) MAZEED grants the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free license during the Term of this Agreement to copy and modify the Deliverables (excluding the Customer Materials) for the purpose of receiving the Services and the Deliverables; and

(i) to its customers; and

(ii) to third parties for the purpose of the Customer's receipt of Services.

9.2 In relation to the Customer Materials, the Customer:

(a) and its licensors shall retain ownership of all Intellectual Property Rights in the Customer Materials; and

(b) grants MAZEED a fully paid-up, non-exclusive, royalty-free, non-transferable license to copy and modify the Customer Materials for the Term of this Agreement for the purpose of providing the Services to the Customer.

9.3 The Customer:

(a) warrants that the receipt and use of the Customer Materials in the performance of this Agreement by MAZEED, its agents, subcontractors or consultants shall not infringe the rights, including any Intellectual Property Rights, of any third party and

(b) shall indemnify MAZEED in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by MAZEED arising out of or in connection with any claim brought against MAZEED, its agents, subcontractors or consultants for actual or alleged infringement of a third party's Intellectual Property Rights arising out of, or in connection with, the receipt or use in the performance of this Agreement of the Customer Materials.

9.4 If either party (the Indemnifying Party) is required to indemnify the other party (the Indemnified Party) under this clause ‎9, the Indemnified Party shall:

(a) notify the Indemnifying Party in writing of any claim against it in respect of which it wishes to rely on the indemnity at clause 9.3 or clause 9.4 (as applicable);

(b) allow the Indemnifying Party, at its own cost, to conduct all negotiations and proceedings and to settle the claim, always provided that the Indemnifying Party shall obtain the Indemnified Party's prior approval of any settlement terms, such approval not to be unreasonably withheld;

(c) provide the Indemnifying Party with such reasonable assistance regarding the claim as is required by the Indemnifying Party, subject to reimbursement by the Indemnifying Party of the Indemnified Party's costs so incurred; and

(d) not, without prior consultation with the Indemnifying Party, make any admission relating to the claim or attempt to settle it, provided that the Indemnifying Party considers and defends any claim diligently, using competent counsel and in such a way as not to bring the reputation of the Indemnified Party into disrepute.

10. Data protection

10.1 For the purposes of this clause 10, the terms controller, processor, data subject, personal data, data breach and processing shall have the meaning given to them in the Personal Data Protection Law.

10.2 The Parties will comply with all applicable requirements of the Personal Data Protection Law. This clause 10 is in addition to, and does not relieve, remove, or replace, a Party's obligations or rights under Personal Data Protection Law.

10.3 The Parties have determined that for the purposes of the Personal Data Protection Law MAZEED shall process the personal data as processor on behalf of the Customer;

10.4 The Customer consents to (and shall procure all required consents, from its personnel, representatives, and agents, in respect of) all actions taken by MAZEED in connection with the processing of personal data for the purposes of the provision of the Services;

10.5 Without prejudice to clause ‎10.2, MAZEED shall, in relation to Customer Personal Data:

(a) process that Customer Personal Data only on the documented instructions of the Customer, which shall be to process the Customer Personal Data for the purposes set out in Schedule 1 (i.e. Services);

(b) ensure that any personnel engaged and authorised by MAZEED to process Customer Personal Data have committed themselves to confidentiality;

(c) at the written direction of the Customer, delete or return Customer Personal Data and copies thereof to the Customer on termination of the Agreement unless MAZEED is required by Applicable Law to continue to process that Customer Personal Data. For the purposes of this clause ‎10.5(c), Customer Personal Data shall be considered deleted where it is put beyond further use by the MAZEED; and

(d) maintain records for five (5) years to demonstrate its compliance with this clause 10.

11. Confidentiality

11.1 Each Party undertakes that it shall not at any time during this Agreement, and for a period of two (2) years after termination or expiry of this Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other Party, except as permitted by clause ‎11.2.

11.2 Each Party may disclose the other Party's confidential information:

(a) to its employees, officers, representatives, contractors, subcontractors, or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Agreement. Each Party shall ensure that its employees, officers, representatives, contractors, subcontractors, or advisers to whom it discloses the other Party's confidential information comply with this clause 11; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

11.3 No Party shall use any other Party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.

12. Limitation of liability

12.1 MAZEED’s entire cumulative liability arising out of or related to this Agreement shall not exceed the amount actually paid by the Customer to MAZEED under this Agreement during the first six (6) months since the Effective Date.

12.2 MAZEED shall not represent the Customer in front of any authority. MAZEED’s role is strictly limited to consultation and providing expert advice in tax matters. The Customer shall retain sole responsibility for its tax obligations, and any legal consequences thereof. MAZEED shall not be held accountable for any actions taken by the Customer that are illegal, fraudulent, or in violation of Tax laws and regulations.

13. Termination

13.1 Without affecting any other rights or remedies, the Second Party may terminate this Agreement after completing a minimum initial term of four (4) months effective date, by giving thirty (30) calender days’ written notice to the First Party.

13.2 Either Party may terminate this Agreement immediately by written notice if the other Party:

Breaches a material term of this Agreement and fails to remedy the breach within ten calender (10) days of receiving written notice;

Commits repeated minor breaches that, collectively, constitute a material breach;

Becomes insolvent, enters liquidation, or is otherwise unable to perform its contractual obligations;

Engages in fraudulent, illegal, or unethical activities;

Obstructs or unreasonably delays the execution of the agreed services.

13.3 Mazeed may also terminate this Agreement with immediate effect if:

The Client interferes with service delivery in a manner that materially impacts performance;

The Client provides false, misleading, or incomplete information, or fails to cooperate with reasonable requests;

A status check reveals material irregularities that remain unresolved after notice to the Client.

If the Second Party fails to settle any outstanding balance within fifteen (15) calender days of the due date or written notice of non-payment

13.4 Without affecting any other rights or remedies, the First Party may terminate this Agreement by giving thirty (30) calender days’ written notice to the Second Party at any time.

14. Obligations on termination and survival

14.1 Obligations on termination or expiry

On termination or expiry of this Agreement:

(a) the Customer shall immediately pay to MAZEED all of the outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, MAZEED may submit an invoice, which shall also include the payment for the thirty (30) calender days’ written notice and shall be payable immediately on receipt; and

(b) No liability shall be imposed on MAZEED after the termination of this Agreement.

14.2 Survival

(a) On termination or expiry of this Agreement, the following clauses shall continue in force: clause ‎1 (Interpretation), clause 5 (Non-solicitation), clause 11 (Confidentiality), clause 12 (Limitation of Liability), clause 13 (Termination), clause 18 (Waiver), clause 20 (Severance), clause 22 (Conflict), clause 27 (Dispute resolution procedure), clause 28 (Governing law) and clause 29 (Jurisdiction).

(b) Termination or expiry of this Agreement shall not affect any rights, remedies, obligations, or liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.

15. Force majeure

15.1 Force Majeure Event means any circumstance not within a Party's reasonable control including, without limitation:

(a) acts of God, flood, drought, earthquake or other natural disaster;

(b) epidemic or pandemic;

(c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;

(d) nuclear, chemical or biological contamination or sonic boom;

(e) any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition;

(f) collapse of buildings, fire, explosion, or accident; and

(g) interruption or failure of utility service.

15.2 Provided it has complied with clause ‎15.4, if a Party is prevented or delayed in or from performing any of its obligations under this Agreement by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this Agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

15.3 The corresponding obligations of the other Party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party.

15.4 The Affected Party shall:

(a) as soon as reasonably practicable after the start of the Force Majeure Event but no later than five (5) calender days from its start, notify the other Party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Agreement; and

(b) use all reasonable endeavors to mitigate the effect of the Force Majeure Event on the performance of its obligations.

15.5 If the Force Majeure Event prevents or delays the Affected Party's performance of its obligations for a continuous period of more than four (4) weeks, the Party not affected by the Force Majeure Event may terminate this Agreement by giving two (2) weeks’ written notice to the Affected Party.

16. Assignment and other dealings

16.1 This Agreement is personal to the Customer and the Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.

16.2 MAZEED may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under this Agreement.

17. Variation

Subject to clause 6 (Change control), no variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).

18. Waiver

18.1 A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

18.2 A failure or delay by a Party 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.

19. Rights and remedies

The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

20. Severance

20.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.

20.2 If any provision or part-provision of this Agreement is deemed deleted under clause ‎20.1‎ the Parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

21. Entire agreement

21.1 This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.

21.2 Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.

22. Conflict

If there is an inconsistency between any of the provisions of this Agreement and the provisions of the Schedules, the provisions of this Agreement shall prevail.

23. Third party rights

23.1 Third parties shall not have the right to enforce the terms and conditions of this Agreement.

24. Notices

Any notice or other communication given to a Party under or in connection with this Agreement shall be in writing and shall be sent by email to the addresses specified below:

MAZEED’s email address: customerservice@mazeed.com

Second Party’s email address: as stated on the first page of this engagement letter

24.1 This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

25. Counterparts

25.1 This Agreement may be executed in two (2) counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the Agreement.

25.2 No counterpart shall be effective until each Party has executed and delivered the counterpart.

26. Dispute resolution procedure

26.1 If a dispute arises out of or in connection with this Agreement or the performance, validity, or enforceability of it (Dispute) then the Parties shall follow the procedure set out in this clause:

(a) either Party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, the Parties shall attempt in good faith to resolve the Dispute;

(b) if the Parties are for any reason unable to resolve the Dispute within thirty (30) calender days of it being referred to them, the Parties will refer the matter to the exclusive jurisdiction of Dubai Courts.

27. Governing law

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of the UAE as applicable in the Emirate of Dubai.

28. Jurisdiction

Each Party irrevocably agrees that the Dubai Courts shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.

29. Data Access After Termination

Upon termination or expiry of this Agreement for any reason, the Client shall be granted limited, read-only access to the Platform for a period of up to ninety (90) days from the effective date of termination, solely for the purpose of reviewing and exporting its data.

Such access shall exclude any modification, creation, or processing of data and may be subject to technical limitations as determined by Mazeed.

The Client shall be responsible for exporting all required data within this period. Mazeed shall have no obligation to maintain or provide access to the Platform beyond the ninety (90) day period.

Upon expiry of the access period, Mazeed reserves the right to suspend access and permanently delete the Client’s data without further notice.

If the Client requires any assistance, support, or custom data extraction during or after the access period, Mazeed may provide such services at its discretion and subject to additional fees.

Access to the Platform during the post-termination period may be suspended or withheld in the event of any outstanding payments due from the Client.

This Agreement has been entered into on the date stated at the beginning of it.