LEASE TERMS
The Landlord leases the Premises to the Tenant on the Lease Terms together with the Lease Details and any
Special Terms.
1.
DEFINITIONS
The following terms as used in the Lease have the meanings ascribed to them. Other capitalized terms
have the meanings ascribed to them in the Lease Details:
“Alternate Location”
has the meaning given such term in Clause 7.2.1.
“Base Rent”
means the Rent (inclusive of the Tenant’s contribution towards the
Landlord’s costs in providing the Services) as set out in the Lease Details.
“Building”
means the building identified in the Lease Details, in which the Premises
form part, and refers to each and every part of the Building, the parking
lot(s), loading area(s), service road(s) and all other areas, the use and
enjoyment of which is appurtenant to the Building, whether or not within
the structure of the Building.
“Business”
means the business activity to be operated by the Tenant at the Premises
during the Lease Period, more fully described in the Lease Details.
“Calendar Year”
means 1st January to 31st December in each year.
“Car Parking Areas”
means any car parking area adjoining, or falling within the bounds of the
Building, within the control of the Landlord, designated specifically for the
use by the Tenant.
“Cheque Non-Clearance Fee”
means the amount prescribed in the Lease Details.
“Chilled Water Charge”
means the chilled water charge payable by the Tenant to the Landlord, as
specified in the Lease Details, subject to review in accordance with
Clause 6.3
“Closure Fee”
means the amount prescribed in the Lease Details.
“Commencement Date”
means the date the Lease commences as set out in the Lease Details.
“Common Areas”
those areas of the Building (whether or not within the structure of the
Building) to be used in common by any of the Tenant, other tenants and
occupiers of the Building, the Landlord, and those properly authorised or
permitted by them so to do, and Common Areas includes, but without
limitation, any atria, entrance halls, corridors, lobbies, staircases,
lavatories, access ways, passages, elevators/lifts, escalators, courtyards,
ramps, services areas and other such amenities, but excludes any such
parts as may be within the Premises.
“Dirhams, AED or Dhs”
means United Arab Emirates Dirhams, the lawful currency of the United
Arab Emirates.
“Expiry Date”
means the date the Lease Period comes to an end as defined in the
Lease Details.
“Fit-Out”
means the fitting-out and interior decoration of the Premises to be carried
out by the Tenant during the Fit-Out Period, at its own cost and in
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accordance with the Tenant Fit-Out Guide, to the Landlord’s complete
satisfaction.
“Fit-Out Period”
means the period, if any, specified in the Lease Details, whether rent-free
or otherwise, during which the Tenant will perform the approved Fit-Out
and stocking of the Premises.
“Gross Sales”
has the meaning given such term in Clause 6.1.3.
“Handover”
means the giving of the Premises by the Landlord to the Tenant on the
Handover Date to enable the commencement of the Tenant’s Fit-Out (if
any) and the operation of the Business.
“Handover Date”
means the date on which the Landlord notifies the Tenant that the
Premises are ready for Handover.
“Hazardous Waste”
means waste or materials of whatever nature that are classified or
regulated in any way by Dubai Municipality or any other Relevant
Authority and require specific handling and treatment particularly relating
to their disposal.
“Hold Over Fee”
means the amount prescribed in the Lease Details.
“Insurance Charge”
means the charge representing the Tenant’s fair and reasonable
proportion of the Landlord’s insurance costs in insuring the Building
against all appropriate risks.
“Landlord”
means the “Landlord” as set out in the Lease Details and includes any
successors or assigns.
“Late Opening Fee”
means the amount prescribed in the Lease Details.
“Late Payment Fee”
means the amount prescribed in the Lease Details.
“Leasable Area”
means the aggregate of the floor area of the Premises, measured from the
outside of the exterior walls and the common areas or corridors to the
centre line of party walls. Service risers falling within the Premises are
excluded from the measurement of the floor area.
“Lease”
consists of the Lease Details, the Lease Terms and any Special Terms,
which collectively constitute the Lease between the Parties.
“Lease Details”
means the lease details forming part of the Lease and signed by the
Tenant.
“Lease Period”
means the term of the Lease as set out in the Lease Details.
“Lease Renewal Fee”
means the amount prescribed in the Lease Details.
“Lease Terms”
means these Lease Terms forming part of the Lease.
“Lease Year”
means a period of twelve (12) consecutive months commencing on the
Commencement Date and each successive twelve (12) month period
thereafter. In the case the Tenant is terminated before the natural end of
a Lease Year, then that period from the end of the preceding Lease Year
until such termination shall qualify as the final Lease Year hereunder.
“Marketing Fee”
means the fee payable by the Tenant as prescribed in the Lease Details.
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“Marketing Fund”
means the fund to which all Tenants contribute to promote the marketing
of the Master Community
“Marks”
has the meaning given such term in Clause 6.20.5.
“Master Community”
means Dubai Design District.
“Minimum Trading Hours”
means the minimum hours as specified in the Lease Details during which
the Tenant shall operate and keep the Premises continuously and
uninterruptedly open for the operation of the Business.
“Net Effective Rent”
has the meaning given such term in Clause 6.2.
“Party”
means either the Landlord or the Tenant as the context admits.
“Parties”
means collectively, the Landlord and the Tenant and, where the context
requires, their respective successors and assigns.
“Payments”
means the Base Rent, Turnover Rent, Chilled Water Charge, Insurance
Charge, Marketing Fee and any other payments, charges and fees
payable by the Tenant to the Landlord in accordance with this Lease.
“Premises”
means the premises as more particularly described in the Lease Details
and refers to each part of the Premises, any and all improvements and
additions made thereto, and all fixtures, fittings and appurtenances in the
Premises, but excludes the structural parts, load bearing framework, roof,
foundations, joists and external walls, and machinery and plant within but
not exclusively serving the Premises.
“Relevant Authority”
means any governmental or quasi governmental authority whether
federal, local or municipal having jurisdiction over an issue including the
Dubai Technology and Media Free Zone Authority.
“Rent Commencement Date”
means the date on which the payment of the Base Rent commences, as
prescribed in the Lease Details.
“Rules and Regulations”
means any rules or regulations set down by the Landlord from time to time
in relation to the maintenance, management, operation and use of the
Premises or the Building or any rules or regulations set down for the
maintenance, management, operation and use of the Zone by the
Relevant Authority from time to time including any health, safety and
employment regulations from time to time.
“Security Deposit”
means the amount specified in the Lease Details and payable by the
Tenant to the Landlord as security for the Tenant’s due fulfillment of its
obligations in accordance with the provisions of Clause 6.5.
“Service Charges”
means the Tenant's proportional contribution to the general operational
costs and expenses from time to time incurred or payable by the Landlord
for the benefit of the Premises, the Common Areas and shared facilities in
the Master Community payable during the Lease Period as set out in the
Lease Details.
“Services”
means the services provided by the Landlord for the operation and
maintenance of the Common Areas of the Building and the Master
Community.
“Shop-fitting Guarantee”
has the meaning given the term in the Lease Details.
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2.
“Special Terms”
means any “Special Terms” agreed between the Landlord and the Tenant
and forming a part of this Lease.
“Tenant”
means the “Tenant” set out in the Lease Details and includes any
permitted successors or assigns.
“Tenant’s Contractor”
means any contractor engaged by the Tenant for performing the Fit-Out or
any works of repair, maintenance, decoration or redecoration.
“Tenant Fit-Out Guide”
means the document prepared by the Landlord containing, inter alia, the
design and approval criteria and construction procedures laid down by the
Landlord in respect of the Tenant’s Fit-Out.
“Tenant Handbook”
means the document prepared by the Landlord containing the Rules and
Regulations.
“Total Rent”
means the Base Rent and Turnover Rent payable during the Lease
Period.
“Trade License”
means the trade license of the Tenant issued by the Dubai Technology
and Media Free Zone Authority.
“Turnover Rent”
means the annual rent calculated on an annual basis on the turnover of
the Business of the Tenant carried out at the Premises in accordance with
Clause 6.1 and the Turnover Rent percentage set out in the Lease Details.
INTERPRETATIONS
The following provisions shall apply to the interpretation of this Lease.
2.1.
Words importing the singular include, where the context so admits, the plural, and vice versa.
2.2.
Words importing the neutral gender include the feminine and masculine genders and words denoting
natural persons include corporations and firms and all such words shall be construed interchangeably in
that manner.
2.3.
Words denoting an obligation on the Tenant to do any act, matter or thing include an obligation to procure
that it be done.
2.4.
Words placing a Party under a restriction include an obligation not to permit any infringement of the
restriction.
2.5.
Any covenant of agreement on the part of two or more persons shall bind each of them jointly and
severally.
2.6.
Headings of clauses have been inserted for convenience only and shall not control the meaning or affect
the construction or the interpretation thereof.
2.7.
References herein to clauses are, unless otherwise specified, references to clauses of this Lease.
2.8.
References to notices to be given by one Party to the other shall mean prior written notice and, unless
otherwise specified, be given in reasonable time.
3.
COMMENCEMENT, EXPIRY AND RENEWAL
3.1.
This Lease shall come into force and effect on the Commencement Date and, subject to earlier
termination under Clause 7 hereof, shall expire on the Expiry Date. The Tenant acknowledges and
agrees that the Lease is for the Lease Period only and expires on the Expiry Date and notwithstanding
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Clauses 3.2 to 3.5 the Landlord shall be under no obligation to renew this Lease or extend the Lease
Period.
3.2.
Not less than three (3) months prior to the Expiry Date, the Tenant shall notify the Landlord in writing as
to whether the Tenant wishes to renew this Lease or not. Where the Tenant wishes to renew this
Lease, then the provisions of Clause 3.4 apply.
3.3.
If the Tenant does not intend to renew this Lease and fails to provide notice of this fact to the Landlord
in accordance with Clause 3.2 or provides notice of this fact of less than three (3) months, the Landlord
may, at its own discretion, (without prejudice to other rights of the Landlord and any obligations on the
Tenant pursuant to this Lease) charge the Tenant, where the Tenant has not given any notice at the
Expiry Date or has given notice of less than three (3) months, a sum equivalent to three (3) month’s
Base Rent and other sums accruing under this Lease for the period following the Expiry Date.
3.4.
Where the Tenant wishes to renew this Lease, this Lease may be renewed on the mutual agreement of
the Parties for an additional term on the same or different terms and conditions and at a rent to be
agreed, subject to the rent for any additional term being in no event less than the Total Rent paid
immediately prior to the Expiry Date. Whenever and howsoever this Lease is renewed the Tenant
agrees to pay to the Landlord, on demand, the Lease Renewal Fee.
3.5.
In the event the Tenant gives notice to the Landlord that it does not wish to renew this Lease in
accordance with Clause 3.2 above, or the Landlord gives notification to the Tenant that the Landlord
does not wish to renew the Lease then the Tenant shall vacate and hand over the Premises to the
Landlord as at the Expiry Date, in strict accordance with Clause 6.15 hereof.
4.
THE PREMISES
4.1.
In consideration of the Total Rent to be paid and the duties and obligations to be performed and
observed by the Tenant as provided in this Lease, and on the terms and subject to the conditions of this
Lease, the Landlord hereby leases to the Tenant, and the Tenant hereby accepts a lease from the
Landlord of the Premises free and clear of all liens, together with all the following easements, rights and
privileges:
4.2.
4.1.1
full right and liberty in connection with the use and enjoyment of the Premises for the
Tenant, its customers, contractors, suppliers, employees, invitees and licensees subject
always to the terms and conditions of this Lease;
4.1.2
the right of passage of electricity, water, soil, drainage, air, smoke or other effluvia to and
from the Premises through the gutters, pipes, sewers, drains, wires, telephone and
telegraph cables, mains, gullies, channels, ducts, flues, conduits and watercourses (if any)
passing along, through or over, upon or under the Premises;
4.1.3
the right of access over roadways and walkways at all times to the Premises; and
4.1.4
all easement, rights and privileges over and from the adjacent areas and buildings for the
benefit of the use of the Premises.
The Lease is always subject to the following:
4.2.1
(i)
The Landlord and those claiming through them having full right and liberty at all reasonable
times during the term of this Lease after giving reasonable written notice to the Tenant
(except in the case of an emergency where no notice is required) to enter upon the
Premises with or without appliances and workmen and others for the following reasons:
to view the state and condition of the Premises and to repair and maintain and clean,
alter, renew, remove or install such gutters, pipes, sewers, drains, wires, conduits,
ducts, flues and watercourses (if any) serving the Building;
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5.
(ii)
to alter, maintain or repair the Building or the adjoining premises or property of the
Landlord;
(iii)
to comply with an obligation to any third party having legal rights over the Building and
the Premises;
(iv)
in exercise of a right or to comply with an obligation of repair, maintenance or renewal
under this Lease;
(v)
in connection with the development of the remainder of the Building or any adjoining or
neighboring land, buildings or premises, including the right to build on or into or in
prolongation of any boundary wall of the Premises; and
(vi)
in connection with the easements and other rights referred to in Clause 4.2.5 and 4.2.6.
4.2.2
The rights in Clause 4.2.1(i) to (vi) being exercised in such a way so as to ensure that any
inconvenience is limited in so far as is practicable and that access to the Premises is not in
so far as is practicable unduly obstructed but shall otherwise be exercised without payment
of compensation for any nuisance, annoyance, inconvenience or damage caused to the
Tenant, subject to the Landlord (or other person so entering) exercising the right in a
reasonable manner and making good any damage caused to the Premises without
unreasonable delay.
4.2.3
The Landlord having the absolute right to exercise any powers that may be granted to it by
federal and local laws and regulations.
4.2.4
The Landlord having full right and interest in and to the free and uninterrupted passage of
water, soil, gas, air, drainage, electricity, telephone and any other service or supply through
any pipes or cables now or hereafter existing in, under or upon the Premises.
4.2.5
The Landlord having full right, title and interest in and to existing pipelines, utility lines,
equipment, fixtures and other property which are located in, under, upon or over the
Premises together with easements and rights of way in, upon, across, over and under
those portions of the Premises on which these pipelines, utility lines, equipment, fixtures
and other property are located, for the purpose of their maintenance, operation, repair,
replacement, construction and use.
4.2.6
The Landlord having an easement and right of way upon, over, under, across and in the
Premises and the easements for the purposes of exercising any and all of the Landlord's
rights and performing any of the Landlord's obligations under this Lease.
THE LANDLORD’S COVENANTS
Subject to the Tenant paying the Total Rent and other sums hereby reserved in the manner and at the
times required under this Lease and performing and observing the covenants and conditions on the part of
the Tenant to be observed and performed for the duration of the Lease Period, the Landlord covenants
with the Tenant as follows:
5.1.
Quiet Enjoyment
The Landlord shall permit the Tenant to peaceably hold and quietly enjoy the Premises for the duration of
the Lease Period.
5.2.
Insurance
The Landlord shall at its own cost obtain and maintain throughout the Lease Period insurance for the
following and such other risks as the Landlord may otherwise determine from time to time:
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5.3.
5.2.1
All Risks Insurance to cover the Building (excluding the property of the Tenant in the
Premises) and the Common Areas; and
5.2.2
Third Party Liability Insurance; and
5.2.3
Where the Landlord or the Landlord’s agents or contractors carry out any construction work
on the Building, Contractor's All Risk Insurance and Workers' Compensation Insurance in
compliance with statutory and regulatory requirements.
Maintenance and Repair
The Landlord shall keep the exterior of the Building, the Landlord’s fixtures and fittings and the Common
Areas clean and in good repair and condition (fair wear and tear excepted).
6.
THE TENANT’S COVENANTS
For the duration of the Lease Period, subject to earlier termination, the Tenant covenants with the
Landlord as follows:
6.1.
Rent
6.1.1
The Tenant shall pay to the Landlord during the Lease Period, and without any
counterclaim, deduction or set-off whatsoever (unless required to do so by law) the Total
Rent in the manner and in the amounts described in the Lease Details and these Lease
Terms, whether formally demanded or not, by cheque (or, at the Landlord’s sole
discretion, a banker’s draft) in advance. At the time of signing the Lease the Tenant will
effect payment to the Landlord of the Base Rent for the whole Lease Period, by way of
post-dated cheques.
6.1.2
The Tenant shall pay the higher of either the Base Rent or Turnover Rent as follows:
(i)
From the Rent Commencement Date and during the Lease Period, the Base Rent in the
amount specified in the Lease Details, payable in accordance with Clause 6.1.1 above;
or
(ii)
From the Rent Commencement Date and during the Lease Period, the Turnover Rent,
calculated on the Gross Sales at the rate prescribed in the Lease Details, for each
Calendar Year (less the Base Rent paid in advance for the same period). The Turnover
Rent shall be payable annually in arrears, within thirty (30) days of the final month of
each Calendar Year.
6.1.3
(i)
Gross Sales means the sum (without duplication) of the receipts and receivables from all
Business conducted on or from the Premises including orders received at or dispatched
from the Premises in any manner whatsoever by the Tenant, without reserve or
deduction for uncollected or uncollectible accounts (the full selling price or charge being
considered to be received when a sale is made or services rendered, irrespective of
when payment is made), and whether the orders, no matter howsoever communicated,
are received on the Premises and executed on or from the Premises or elsewhere or
received elsewhere and executed on or from the Premises. Without restricting the
generality of the foregoing provisions of this Clause, the following provisions shall apply
in the computation of Gross Sales:
There shall be in such computation:
(A)
The selling price of all goods sold;
(B)
Rent and/or other consideration received or due and receivable for all goods
let on hire purchase;
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(ii)
(iii)
(C)
Charges for all services rendered;
(D)
All deposits not refunded to customers;
(E)
The price of gift vouchers or certificates;
(F)
Receipts from vending and other machines placed in the Premsies by the
Tenant or under the authority of the Tenant;
(G)
The amount allowed upon any trade-in;
(H)
The retail price of any goods delivered on redemption of trading stamps;
(I)
All catalogue sales at or from the Premises, and mail order sales solicited
from or returned to the Premises and mail order or telephone order sales from
the Premises in response to advertisements using the address or telephone
number of the Premises;
(J)
The gross proceeds from the sale of stamps or theatre or sporting event
tickets;
(K)
All sales made by or through television, internet or electronic media of any
type where such media direct the sale or order to the Premises;
(L)
Charges to customers in the nature of carrying charges, finance charges
and/or interest; and
(M)
Sums and credits received and settlement of claims for loss of or damage to
goods, and amounts received under policies of insurance or other contracts of
indemnity.
There shall be excluded from such computation:
(A)
Returns to shippers or manufacturers;
(B)
Sales of fixtures, machinery or equipment after their use in the conduct of the
Tenant’s business;
(C)
Exchanges and transfers of goods between the stores of the Tenant where
made solely for the convenience of operation of the Tenant’s business and
not having the effect of consummating a sale made or which would have been
made at the Premises; and
(D)
Tax, excise or other charges whatsoever imposed by the taxing authority and
required to be collected from customers for and paid to the taxing authority or
others by the Tenant.
There shall be deducted from such computation:
(A)
Cash or credit refunds to customers for goods returned and not sold, but only
if the amount refunded has been included in the computation of Gross Sales;
(B)
Selling price of goods returned by customers for exchange, but only if the
selling price of the goods returned and the selling price of the goods delivered
to the customers in exchange have been included in the computation of Gross
Sales;
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(C)
That part of the selling price of goods sold satisfied by a deposit, but only if
the amount of the deposit has been included in the computation of Gross
Sales;
(D)
Deposits refunded to customers, but only if the amount of the deposit has
been included in the computation of Gross Sales;
(iv)
Gross receipts from sales made and orders taken in the Premises shall be included in
the computation of Gross Sales even though the account may be transferred elsewhere
for collection and through the delivery of goods sold or the performance of services
ordered may be made elsewhere than at the Premises.
(v)
Where the merchandise is purchased with any gift vouchers or certificates and the price
of gift vouchers or certificates has been previously included in the computation of Gross
Sales, the price of the goods purchased with such gift vouchers or certificates shall not
be included in the computation of Gross Sales except that if the price of goods so
purchased exceeds the amount of the gift vouchers or certificates the difference shall b
included in the computation of Gross Sales.
(vi)
If the Tenant’s Gross Sales are required to be reported on any tax return or any other
similar form of return, and the Gross Sales as so reported on any of the said returns
shall exceed the Gross Sales as reported by the Tenant as herein provided, then the
Gross Sales shall be taken at the highest figure so reported. If any governmental
authority shall increase the Gross Sales reported by the Tenant on any such return,
after audit or otherwise, for any year during the Lease Period for which sales have been
reported, then the Tenant shall notify the Landlord promptly of such increase and pay
any additional Turnover Rent due at that time.
6.1.4
The Tenant shall keep at the Premises or such other place as the Landlord may approve
in writing, complete and accurate books of accounts and records of but not limited to all
purchases and receipts of goods, inventories and all sales and other transactions from
which the Gross Sales at, upon or from the Premises can be determined. The Tenant
shall record or cause to be recorded at the time of sale and in the presence of the
customer (except in the case of a mail or telephone order) all sales and other
transactions whether for cash or credit, in a cash register or registers or electronic point
of sales terminal or terminals as the case may be and having other features as approved
or required by the Landlord. The Tenant shall keep for at least three (3) years following
the end of each Calendar Year during the Lease Period all relevant original sales books
and records, which records shall include:
(i)
Daily dated register tapes;
(ii)
Serially numbered sales slips;
(iii)
Mail and catalogue orders;
(iv)
Telephone orders;
(v)
Records showing that merchandise returned by customers was purchases by such
customers at or from the Premises;
(vi)
Receipts or other records of goods leased, licensed or taken out on approval;
(vii)
Duplicate bank deposit slips and bank statements; and
(viii) Such other records which would normally be required to be kept and examined by an
independent accountant in accordance with accepted accounting practices.
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6.1.5
6.2.
The Tenant shall, at its expense:
(i)
Submit to the Landlord on a weekly basis, no later than midday on each Sunday, a
weekly report, in the form prescribed by the Landlord, duly signed by the Tenant or its
authorized officer accurately stating all Gross Sales during the preceding week, and
such other data or information as the Landlord may reasonably require;
(ii)
Submit to the Landlord on a monthly basis, no later than the tenth (10 th) day of each
calendar month, a monthly report, in the form prescribed by the Landlord, duly signed
by the Tenant or its authorized officer accurately stating all Gross Sales during the
preceding calendar month, and other such data or information as the Landlord may
reasonably require; and
(iii)
Furnish to the Landlord no later than sixty (60) days after the end of each Calendar
Year a gross turnover report in the form prescribed by the Landlord, audited and
certified by an independent firm of accountants approved by the Landlord, accurately
stating (a) all Gross Sales during the preceding Calendar Year, and (b) the Turnover
Rent due and payable to the Landlord, if any, for the preceding Calendar Year, and
such other data or information as the Landlord may reasonably require, provided that in
the event that the Lease expires on a date other than 31st December in any given year,
the report for that year must be submitted within sixty (60) days of the Expiry Date.
6.1.6
The acceptance by the Landlord of payments of any Turnover Rent shall be without
prejudice to the Landlord’s right to inspect and audit the Tenant’s books and records
relating to revenue. At any time not later than three (3) years after receipt of any report or
statement furnished by the Tenant, and upon five (5) days’ prior written notice to the
Tenant, the Landlord shall have the right to inspect and cause a special audit to be made
of the Tenant’s records relating to the Premises for the period covered by such report or
statement. Except as provided in Clause 6.1.7 below, the cost of such audit shall by paid
by the Landlord. Any such inspection and special audit performed by an accountant
selected by the Landlord shall be conclusive and binding upon the Tenant.
6.1.7
If it shall be determined as a result of such audit that there has been a shortfall in the
payment of the Turnover Rent, then such shortfall shall become immediately due and
payable with interest, from the date when the said payment should have been made. If
the shortfall is in excess of two percent (2%) of the Turnover Rent theretofore computed
and paid by the Tenant for the period covered by the audit, the Tenant shall also pay to
the Landlord the cost of the audit. If the shortfall is in excess of five percent (5%) of the
Turnover Rent theretofore computed and paid by the Tenant for the period covered by
the audit, then over and above the amount becoming immediately payable and the
Tenant being obliged to pay the auditor’s fees, the Landlord shall be entitled to terminate
this Lease.
6.1.8
At the Landlord’s discretion the Tenant shall install in working order in the Premises and
operate at the Tenant’s expense for the duration of the Lease Period electronic point of
sales terminals approved by the Landlord.
6.1.9
In the event the Tenant fails to deliver the aforementioned reports or statements of Gross
Sales within the time stipulated in respect of any week, month and/or Calendar Year, the
Turnover Rent payable by the Tenant in respect of such Calendar Year shall be twice the
Base Rent, without prejudice to the Landlord’s rights under Clauses 6.1.6 and 6.1.7.
Net Effective Rent
6.2.1
With effect from the end of the second full calendar year after the Commencement Date
and at the end of each Calendar Year thereafter the Landlord will determine the Net
Effective Rent by calculating the higher of the Base Rent or the Turnover Rent.
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6.3.
6.2.2
If, at the end of each Calendar Year 90% of the Net Effective Rent is greater than the
Base Rent for that Calendar Year then the Base Rent for the subsequent Calendar Year
will be the greater of 90% of the Net Effective Rent for the outgoing Calendar Year, the
originally-contracted Base Rent for that subsequent Calendar Year (as stipulated in the
Lease Details) OR the Base Rent for the outgoing Calendar Year escalated at the Base
Rent Escalation Rate, without any requirement for obtaining the Tenant’s prior consent,
and if such newly-calculated Base Rent is greater than the originally-contracted Base
Rent amount for each respective Calendar Year, the originally-contracted amount will
cease to have any validity.
6.2.3
If, at the end of each Calendar Year 90% of the Net Effective Rent is not greater than the
Base Rent for that Calendar Year, the Base Rent for the subsequent Calendar Year will
be the greater of the originally-contracted Base Rent for that subsequent Calendar Year
(as stipulated in the Lease Details) or the Base Rent for the outgoing Calendar Year
escalated at the Base Rent Escalation Rate, without any requirement for obtaining the
Tenant’s prior consent, and if such newly-calculated Base Rent is greater than the
originally-contracted Base Rent amount for each respective Calendar Year, the originallycontracted amount will cease to have any validity.
6.2.4
Where any newly-calculated Base Rent for a Calendar Year exceeds the originallycontracted Base Rent for that Calendar Year (as stipulated in the Lease Details), the
Tenant will, within thirty (30) days of being given notice by the Landlord of the new Base
Rent, submit a cheque to the Landlord for the difference between the originallycontracted amount and the new Base Rent.
Service Charges
6.3.1
In addition to the Base Rent, Turnover Rent and Net Effective Rent, as the case may be,
the Tenant shall pay the Service Charge (if applicable) in the amounts specified in the
Lease Details, annually in advance on the Commencement Date and thereafter at the
beginning of each Calendar Year.
6.3.2
The Service Charge for each Calendar Year shall, if applicable, be calculated annually by
ascertaining the proportion the area of the Premises bears to the total leasable area of
the Building or parts of the Building as determined by the Landlord (the “Proportion”) and
by applying the Proportion to the estimated cost of providing all the Services to the
Building or parts of the Building for such year or part year, as conclusively determined by
the Landlord.
6.3.3
The Landlord shall be entitled at any time and from time to time to revise the Service
Charge by serving a notice on the Tenant, but without prejudice to the generality of the
aforesaid the Landlord may at its sole discretion revise the Service Charge annually for
each Calendar Year. If there is any increase in the estimated costs, expenses and
outgoings of the Services supplied or provided by the Landlord for a forthcoming
Calendar Year, the Tenant shall pay an increased contribution to the Service Charge in
respect of that Calendar Year. If there is any decrease in the estimated costs, expenses
and outgoings of the Services supplied or provided by the Landlord for a forthcoming
Calendar Year, the Tenant shall pay a decreased contribution to the Service Charge in
respect of that Calendar Year.
6.3.4
The Landlord shall be entitled to reconcile the Service Charge accounts for any Calendar
Year within three (3) months of the close of that Calendar Year. If, upon the
reconciliation of the Service Charge accounts it is determined that actual expenditure for
that Calendar Year has exceeded, on a proportionate basis, the contribution paid by the
Tenant for that Calendar Year, the Tenant shall pay to the Landlord a balancing sum
equal to the difference between the contribution paid and the actual contribution required,
within one (1) month of receiving notice from the Landlord to do so. If, upon the
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reconciliation of the Service Charge accounts it is determined that actual expenditure for
that Calendar Year is less, on a proportionate basis, than the contribution paid by the
Tenant for that Calendar Year, the Tenant shall receive a credit for the overpayment
against its Service Charge contribution for the following Calendar Year, or in the event
the Lease has expired and the Tenant has vacated the Premises (and subject to the
Tenant having made all necessary Payments to the Landlord) the Tenant shall be
reimbursed to the value of the overpayment.
6.3.5
The Service Charge is not a part of the Rent of the Premises. Consequently, it is agreed
that any restriction on the Landlord’s right to enhance the Rent (during any period beyond
the contractual period of the Lease that the Tenant remains in occupation of the
Premises) shall not apply to the Service Charge.
6.3.6
The Tenant shall not be entitled to object to any costs, expenses or outgoings of the
Services supplied or provided by the Landlord (or any item comprised therein) or
otherwise on any grounds including but not limited to the following grounds:
(i)
The inclusion in a subsequent Calendar Year of any item of expenditure or liability
omitted from the costs, expenses and outgoings of the Services supplied or provided by
the Landlord for any preceding Calendar Year;
(ii)
An item of charge included at a proper cost which might have been provided or
performed at a lower cost;
(iii)
Disagreement with any estimate of future expenditure for which the Landlord requires to
make provision so long as the Landlord has acted in good faith and in the absence of
manifest error;
(iv)
The manner in which the Landlord exercises its discretion in supplying or providing the
Services so long as the Landlord acts in good faith and in accordance with the
principles of good estate management; or
(v)
The employment or engagement of any person, firm or company to carry out and
provide on the Landlord’s behalf the Services.
6.3.7
6.4.
The Tenant shall pay any and all other amounts payable to the Landlord, if any, under this
Lease at the times and in the manner specified in relation to each such item.
Marketing
6.4.1
The Tenant shall pay the annual contribution to the Marketing Fund referred to in the
Lease Details, by way of post-dated cheques in advance at the commencement of each
Lease Year respect of each Lease Year.
6.4.2
The Tenant agrees that the following principles of promotional marketing are essential
elements of operating retail communities and centres and are, therefore, customary in this
line of business:
(i)
Centralised marketing by the Landlord;
(ii)
Media selection (print media, broadcasting and television, online media (website, social
media, newsletter)) by the Landlord;
(iii)
Targeted marketing events as determined by the Landlord and promotional campaigns
(such as shops open on Friday, late night shopping); and
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(iv)
Establishment of targeted marketing tools and customer retention measures, such as VIP
Book, VIP day pass, system of gift cards, customer card system, prize competitions by the
Landlord
6.4.3
The Tenant accepts and acknowledges that the Landlord will, at its reasonable discretion
and by taking into account the principles set forth in Clause 6.4.2 conduct marketing
measures for the Premises and the Master Community (or parts thereof). The Landlord shall
not be liable for the commercial success of such measures. The Landlord will inform the
Tenant of such measures.
6.4.4
The Tenant agrees that during the Lease Period its name, its brand(s) and its Marks will be
referred to and used in the context of such marketing measures, in a manner or form to be
determined at the Landlord’s sole discretion. The Tenant hereby confirms that it holds the
rights to sell the products on display for sale in the Premises. The Tenant authorises the
Landlord to use the shop name and the Tenant’s brand(s) for marketing purpose at no
charge to the Landlord. Such use by the Landlord of the Tenant’s brand(s) includes in
particular the right to depict and name the Tenant’s brand(s) and Marks on banners, in print
media (e.g. daily newspapers, magazines, brochures), in presentation documents, in
broadcasting, in online media (website, social media Master Community newsletter) and
other similar marketing means used as part of the marketing for the Master Community. The
Tenant warrants that it is authorised to grant the Landlord rights of use for such purpose
with respect to the brand(s) and Marks concerned.
6.4.5
The Tenant is obligated to provide to the Landlord for its marketing measures complete and
correct information, in particular with respect to prices and products. If the Landlord refers in
its marketing measures specifically to the operation, the product range and/or certain offers
made by the Tenant, the Landlord shall, as between the Landlord and the Tenant, not be
liable for the content of such advertising statements if and to the extent such statements are
based on information provided by the Tenant. The Tenant shall hold the Landlord harmless
from any claims by third parties asserted against the Landlord with respect to such
advertising statements. The Tenant shall be responsible for compliance of its business with
statutory rules relating to advertising, and the Tenant shall hold the Landlord harmless in the
event of any violation of such rules.
6.4.6
The Tenant is obligated to participate in any marketing events and promotional campaigns
developed and to be developed by the Landlord, including but not being limited to such
events as Fashion & Music, Late Night Shopping, VIP Program (VIP Book, VIP day pass),
gift card system, discount campaigns on a regular basis, discount campaigns for tourism
partners and the granting of exclusive newsletter advantages for registered newsletter
customers. The Landlord may, at its reasonable discretion, stop existing and develop new
marketing events and promotional campaigns. The Tenant will in this respect be required to
actively implement, at its own expense, the concept reasonably established by the Landlord,
in each case in accordance with the Landlord’s more detailed instructions using any
materials which may be provided by the Landlord, and to promote participation by its
customers in the Landlord’s concept.
6.4.7
The Tenant is in particular obligated to use such marketing materials in accordance with the
intended purpose. The Landlord will inform the Tenant of any marketing events and
promotional campaigns to be conducted reasonably in advance.
6.4.8
The Tenant is in particular obligated to display notices (such as bills, stands) about
marketing measures pursuant to Clause 6.4.6 within the Premises at places that are visible
to its customers and to keep information material and registration and/or participation
documents at places with direct customer contact (e.g. cash counter). This applies in
particular for the Shopping Guide of the Master Community. The Tenant will ensure during
any ongoing campaign that information material and/or registration and/or participation
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documents are displayed at all times and will inform the Landlord in due time that additional
material and/or documents are needed.
6.5.
6.4.9
Depending on the type of campaign (e.g. prize competition, registration for newsletters,
registration for store cards for the Master Community), the Tenant will have to place
containers provided by the Landlord for the customer replies and to empty such containers
on a daily basis and to hand over all customers replies to the Landlord. The Tenant
undertakes to promote each campaign actively, i.e. to draw the attention of the customers
actively to the respective campaign. The Tenant will not have any rights of its own to such
customer replies.
6.4.10
If discount campaigns are being conducted, the Tenant will grant to any customer at least
the discount provided for in the concept of the respective promotional campaign.
6.4.11
Insofar as required, the Tenant will enter into any necessary contracts with the Landlord that
may be required in order to legally structure the relevant measures.
6.4.12
The cooperation between the parties under this Clause 6.4 will at all times be in compliance
with the legal requirements, including, but not limited to, data protection requirements.
6.4.13
The Tenant is aware that as part of its marketing efforts for the Master Community the
Landlord may regularly conduct prize competitions offering a chance to win individual
tenants’ products and goods and may also be represented on fairs (in particular tourism
fairs) where tenants’ products and goods are given away as gifts to fair visitors. The
Landlord is entitled to request, at its reasonable discretion, that the Tenant provides
products and goods for this purpose, but Tenant will have the right to approve or not
approve the Landlord request. In doing so, the Landlord will observe the principle of
proportionality, i.e. the Landlord will in particular take into account the importance of the
occasion and the expected resonance from the targeted group and will endeavor to spread
such requests as evenly as possible among the tenants of the Master Community. The
Tenant is not obligated to provide products and goods to the Landlord with a value
exceeding AED 2,500 per Calendar Year; the value will be determined on the basis of the
price for which the product concerned is sold on the Premises.
6.4.14
The Tenant is aware that the Landlord may continuously advertise special offers by its
tenants on the homepage, in the newsletter and on social media. The Tenant undertakes to
provide the Landlord on a regular basis and at its request with such special offers and to
keep available sufficient stocks for such specials on the Premises.
6.4.15
The Tenant undertakes to provide the Landlord with marketing material (pictures, videos,
texts etc.). If this material is not sufficient, the Landlord will produce it on site in support of
the Tenant (e.g. photographs of the products, in-store photographs) The Landlord will at its
reasonable discretion decide when and how often the Landlord will request that the Tenant
provides such special offers for advertising. In doing so, the Landlord will observe the
principles of proportionality and reasonableness, i.e. the Landlord will in particular take into
account the expected resonance to the respective special and will endeavor to spread such
requests as evenly as possible among the tenants of the Master Community.
Security Deposit
6.5.1
The Security Deposit will be paid by the Tenant to the Landlord upon signature hereof and
held by the Landlord until the completion of the Lease Period as security for the due
performance and fulfillment by the Tenant of all its obligations as contained in this Lease
and as security for any damages caused by the Tenant to the Premises, Common Areas or
Building.
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6.6.
6.7.
6.5.2
The Landlord shall be entitled to deduct from the Security Deposit any amounts incurred in
repairing any damage caused by the Tenant as well as losses suffered as a result of any
default or breach by the Tenant. If the whole or any portion of the Security Deposit is so
applied, the Tenant shall be obliged to restore the Security Deposit to the original amount
immediately upon being notified by the Landlord to do so.
6.5.3
If the amount of the Security Deposit does not cover the value of the Landlord’s claim
against the Tenant the Landlord will notify the Tenant of the balance amount payable by the
Tenant and the Tenant will effect payment of such amount and also replenish the Security
Deposit immediately upon being notified by the Landlord to do so.
Late Payment
6.6.1
Without prejudice to the rights and remedies of the Landlord contained within this Lease or
under law, the Tenant shall pay to the Landlord, on demand, the Late Payment Fee if the
Tenant fails to pay to the Landlord the Total Rent or any other monies payable under this
Lease within seven (7) days after they have become due.
6.6.2
In any case where the Tenant is in breach of this Lease, the Landlord shall be entitled to
refuse any tender of money as part settlement of any monetary sum due or in lieu of any
obligation to be performed in favour of requiring from the Tenant full payment or specific
performance of the Tenant’s obligations. In any such case the Tenant shall be liable for any
compensation payable under this Lease in full including but not limited to payment of
compensation under Clause 6.6.4 and 6.15.1.
6.6.3
The Late Payment Fee payable hereunder shall be calculated at the rate of twelve percent
(12%) per annum calculated on a daily basis on the outstanding amount until full payment
of all outstanding amounts have been paid by the Tenant to the Landlord.
6.6.4
Where the Tenant has paid any part of the Total Rent by post-dated cheques and any such
cheques do not clear then the Tenant shall pay the Cheque Non-Clearance Fee on each
occasion that any such cheques do not clear. In the event that any such cheques fail to
clear within seven (7) days of the date the payments become due the Tenant will be
required to pay, in addition to the payment of the Cheque Non-Clearance Fee, the Late
Payment Fee.
Licenses and Approvals
6.7.1
The Tenant shall obtain, pay for and maintain throughout the Lease Period, its Trade
License or any other trade license or other approval required by the Relevant Authorities to
permit the Tenant to undertake the Permitted Use or activities in the Premises and in the
relevant Zone and shall pay and discharge all rates, taxes, assessments, duties and
charges assessed or imposed upon or payable by the Landlord or the Tenant in respect of
the Premises.
6.7.2
The Tenant acknowledges and agrees that the Landlord bares no responsibility for the
Tenant obtaining or maintaining its Trade License or obtaining any other trade license or
approval from any Relevant Authority.
6.7.3
The Tenant shall submit a copy of its duly-renewed Trade License to the Landlord on an
annual basis within seven (7) days of the renewal of the Trade License.
6.7.4
In addition to the obligations of the Tenant contained herein and the Trade License, the
TEant may be subject to additional laws and regulations in the Emirate of Dubai and the
United Arab Emirates as applicable in Dubai concerning licensing or authorization for the
provision of certain goods or services. For the avoidance of doubt, neither the Lease nor
the Trade License exempts the Tenant from obtaining the required license or authorization
and the Landlord shall not be responsible for the Tenant failing to obtain the same.
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6.7.5
6.8.
6.9.
The Tenant acknowledges that it does not benefit from the exemption provided pursuant to
Article 12 of Law No 1 of 2000 of the Emirate of Dubai and the Tenant shall be liable to pay
all customs, excise, fees or duties payable in the Emirate of Dubai.
Utilities
6.8.1
Subject always to this Clause 6.8, the Tenant shall arrange through the Landlord for the
connection of the Premises to electricity, water, sewerage, telephone, chilled water (where
applicable), telecommunications and other similar utilities and the Tenant shall be
responsible for any connection charges levied by any utility service provider. For the
avoidance of doubt, the Landlord shall not be obliged to provide an uninterrupted power
supply (“UPS”). Any connection to and supply of a UPS and other additional utilities will be
the subject of a separate agreement between the Landlord and the Tenant.
6.8.2
The Tenant shall pay all charges in respect of any electricity, water, chilled water,
sewerage, telephone, facsimile or other communication service costs connected to and
consumed at the Premises and all charges imposed directly by the Landlord or by any
utility provider or authority for the supply, connection or capacity of any of these services to
the Premises. The Special Terms may define how such charges are assessed which may
be any one or a combination of the following:
(i)
where separately metered by the utility provider or the Landlord then pursuant to the
metering and billing of that utility provider or the Landlord;
(ii)
where no separate meter applies for the Premises then based on the Landlord’s estimate
of consumption having regard to the leased area and/or cooling capacity of the Premises
and the Tenant’s use of the Premises.
6.8.3
Where the Landlord conducts any estimate under Clause 6.8.1 (ii) the Tenant shall not be
entitled to object to the same.
6.8.4
In the event that utilities are provided to the Tenant directly by the Landlord, the Tenant
shall settle any such consumption, connection, capacity or, usage charges within thirty (30)
days of notification to do so by the Landlord.
6.8.5
For the avoidance of doubt, the Tenant shall be responsible for all costs associated with
connecting the Premises to any distribution or access point at the Premises for any
services to be supplied by any utility service provider or authority.
6.8.6
The Tenant acknowledges and agrees that the Tenant should not exceed the electricity
loadings notified for the Premises without the Landlord’s prior written consent in writing. If
the Landlord is prepared to grant its consent to an elevated electricity loading, the Landlord
shall be entitled to charge to the Tenant additional charges relating to any works required
by contractors of the Landlord or charges from the relevant utility provider as well as
additional consumption charges.
6.8.7
The Tenant acknowledges and agrees that the Landlord may at any time during the Term
vary the manner in which utilities are assessed, charged or invoiced (for example by
installing meters rather than using estimates). The Tenant shall not object to any such
changes.
Handover, Fit-Out and Redecoration
6.9.1
The Tenant shall provide the Shop-fitting Guarantee upon signature of this Lease.
6.9.2
The Landlord shall hand over the Premises to the Tenant on the Handover Date
whereupon the Tenant, at the Tenant’s expense and subject to any requirements set down
in the Special Terms and the approvals of any Relevant Authority or utility service provider
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(where required), shall (subject to the Landlord providing its written consent following the
provision of all relevant documentation including, but not limited to, relevant work contracts,
detail designs, drawings, written plans, specifications and schedules, and any other
information required by the Landlord or pursuant to the provisions of any Tenant Fit-Out
Guide) conduct and complete the Fit-Out in accordance with all such approvals and the
Tenant Fit-Out Guide (or in the absence of a Tenant Fit-Out Guide, any other such
document or instruction issued by the Landlord) and fully stock and open the Premises to
operate the Business on or before the expiry of the Fit-Out Period.
6.9.3
In the event that the Tenant fails to complete the Fit-Out on or before the expiry of the FitOut Period, the Tenant shall pay the Late Opening Fee. It is further understood and agreed
by the Tenant that the Shop-fitting Guarantee constitutes a penalty for failing to complete
the Fit-Out on or before the expiry of the Fit-Out Period and may be encashed at the
absolute discretion of the Landlord in the event that the Premises are not fitted-out, stocked
and open to operate the Business by the expiry of the Fit-Out Period.
6.9.4
For the avoidance of doubt, no delay by the Tenant in taking possession of the Premises or
in carrying-out and completing the Fit-Out (howsoever any such delay is caused) shall
constitute a valid reason upon which the Tenant may rely to postpone or delay the expiry of
the Fit-Out Period or otherwise relieve the Tenant in any way from its obligations.
6.9.5
Subject to any requirements set down in the Special Terms and the approvals of any
Relevant Authority or utility service provider (where required), the Tenant, at the Tenant’s
expense, shall (subject to the Landlord providing its written consent following the provision
of all relevant documentation including, but not limited to, relevant work contracts, detail
designs, drawings, written plans, specifications and schedules as required by the
Landlord), have the right to remodel, redecorate and make additions, improvements and
replacements of and to all or any part of the Premises from time to time as the Tenant may
deem desirable, provided the same are made in a workmanlike manner and utilising good
quality materials. The Tenant shall have the right to place and install personal property,
trade fixtures, equipment and other temporary installation in and upon the Premises, and
fasten the same to the Premises.
6.9.6
The Tenant shall, within sixty (60) days of every fifth (5th) anniversary of the
Commencement Date, fully redecorate the Premises to the Landlord’s satisfaction.
6.9.7
All such works as described in Clause 6.9.5 shall be undertaken in accordance with any
rules and guidelines set down by the Landlord, Relevant Authority or utility service provider.
6.9.8
In respect of all works in the Premises, the Tenant shall ensure that the Common Areas are
kept clean, tidy and clear of obstructions at all times and that promptly upon completion of
such works, all debris, waste and other refuse is removed from the Building in accordance
with the instructions of the Landlord.
6.10. Maintenance and Repair
The Tenant shall, at the Tenant’s expense, well and substantially repair, maintain and clean the Premises
and all the Tenant’s fixtures and fittings therein and keep the same in good and substantial repair,
maintained and in clean condition throughout the Lease Period in compliance with all health, safety,
environmental and safety regulations and shall promptly replace at its own cost any Tenant’s fixtures or
fittings which become worn out, lost, unfit for use or destroyed by substituting other fixtures or fittings of a
like or more modern nature and of a quality at least as good as those being replaced.
6.11. Works Required By Insurers
The Tenant shall carry out in strict accordance with the directions of either Party’s insurers any such works
as may be required by the insurers for the better protection of the Premises and to comply in all respects
with the reasonable terms and conditions and any other reasonable requirements affecting the Premises
TECOM Standard Template Lease Terms of 2 02 2014
or the Common Areas and/or the permitted used contained in any insurance policy maintained in respect
of the Premises or the Building.
6.12. Continuous Trading
The Tenant shall keep the Premises open for trading continuously throughout the Lease Period. Without
prejudice to any other right or entitlement granted to the Tenant under this Lease, the Tenant agrees to
pay to the Landlord in case of failure to keep the Premises open continuously trading throughout the
Lease Period the Closure Fee for each day when the Premises are not open for trading.
6.13. Indemnity and Insurance
6.13.1
The Tenant shall pay to the Landlord, on demand, the Insurance Charge. The Insurance
Charge, if applied, will be calculated by ascertaining the proportion the area of the Premises
bears to the total leasable area of the Building as determined by the Landlord (the
“Proportion”) and by applying the Proportion to the Landlord’s costs in insuring the Building.
6.13.2
The Tenant shall indemnify the Landlord against any and all liability, loss, claim, action,
cost, expense, damage, injury or fatality caused to any person whomsoever or any property
whatsoever whether directly or indirectly arising from:
(i)
The defective or damaged condition of any part of the Premises or the Tenant’s Fit-Out,
the Business and any other activities conducted on the Premises;
(ii)
The spread of fire or smoke or the flow of water from the Premises or any part thereof;
(iii)
The act, omission, default or neglect of the Tenant, its servants, agents, contractors,
employees, invitees, licensees or customers, including any breach by the Tenant of its
obligations under this Lease; or
(iv)
Any and all claims, proceedings, and for all costs, losses, expenses and damage
incurred or suffered by the Landlord as a consequence of early termination of this
Lease.
6.13.3
The Tenant undertakes to keep the Landlord indemnified against any and all
consequences arising out of, from or as a result of the Tenant’s unauthorized use of the
Marks as defined in Clause 6.20.5.
6.13.4
The Tenant shall, at its own cost, obtain and maintain throughout the Lease Period
insurance in and for such amounts, on such terms and with such an insurer that is in all
ways satisfactory to the Landlord for the following risks and such other risks as the Landlord
may otherwise determine from time to time:
(i)
All risks (including fire, allied perils and theft) insurance in amounts to cover the
replacement costs of the Premises and any fixtures, fittings, furniture, inventory and all
other Tenant’s assets therein, and liability to pay the whole or any part of the Rent,
Service Charge, Chilled Water Charge, Marketing Fee and any other payment due from
the Tenant to the Landlord under this Lease, for the period from the date of loss of use
of the Premises (if at all) until re-establishment of the Tenant’s Business therein, in
circumstances where all such aforementioned payments remain payable under this
Lease;
(ii)
Plate glass insurance against the breakage or damage of the glass of the Premises,
with a sum sufficient to cover the full cost of replacement;
(iii)
Third Party Liability insurance (including, where the Tenant’s Business at the Premises
warrants, food and drinks cover and other product liability risks) for at least One Million
TECOM Standard Template Lease Terms of 2 02 2014
Dirhams (AED 1,000,000) per occurrence, with the policy containing a cross liability
clause;
(iv)
Where the Tenant or the Tenant’s agents or contractors conducts any work on the
Premises, Contractor’s All Risks insurance, Worker’s Compensation insurance and
Third Party Liability insurance in the joint names of the Landlord and the Tenant in
compliance with statutory and regulatory requirements, with the Third Party Liability
insurance to provide cover for a sum of at least One Million Dirhams (AED 1,000,000);
and
(v)
Workers Compensation Insurance; and
(vi)
Business Interruption insurance with a minimum indemnity period of at least twelve (12)
months covering a reduction in gross profit due to a reduction in turnover and increased
cost of working expenses arising from loss or damage to the Premises by any of the
perils covered under the Property All Risks insurance.
6.13.5
The minimum insurance cover specified in Clause 6.13.4 above, in addition to such other
cover as the Landlord at its sole discretion may deem prudent, shall be taken out in the
joint names of the Landlord and the Tenant and the Landlord’s appointed managing
agents in respect of such minimum levels of indemnity (where indicated), each policy
containing a cross liability clause, with an insurance company approved by the Landlord.
The Tenant shall provide evidence to the Landlord that such insurance is valid and
subsisting as the Landlord may from time to time request.
6.13.6
The Tenant hereby agrees that if the Tenant shall fail to insure or keep insured the
Premises as aforesaid, the Landlord shall be entitled (but is not obliged) so to do on behalf
of the Tenant and recover the cost of such insurance from the Tenant.
6.13.7
The Tenant hereby agrees that obtaining the appropriate insurance cover will not, in any
manner, absolve or exempt the Tenant from any liability arising from any and all actions,
proceedings, costs, expenses, losses, damages, claims or demands of any nature
whatsoever which may be made against the Tenant or the Tenant’s contractor or
subcontractor, or the Landlord, in connection with the execution of any Fit-Out or conduct of
the Business by the Tenant.
6.13.8
The Tenant hereby undertakes not to carry out any act which will serve to invalidate or
vitiate in any manner the insurance covers obtained by it or by the Landlord, and the Tenant
undertakes to maintain the validity of its insurance covers throughout the Lease Period.
6.13.9
The Tenant accepts and acknowledges that in the event of any incident against which the
Tenant is required by the aforementioned provisions to be insured and the Tenant has failed
to put in place any or all such insurance policies the Tenant shall forfeit all rights to make
any claim, legally or otherwise, against the Landlord for any damage or loss incurred or
suffered by the Tenant.
6.14. The Landlord’s Right of Inspection and Right to Repair
If any breach of covenant, defects, disrepair, removal of fixtures or unauthorised alterations or additions
are found on inspection of the Premises pursuant to the Landlord’s rights of inspection and right to repair
under Clause 4.2.1, then on notice from the Landlord, the Tenant shall execute to the reasonable
satisfaction of the Landlord, all repairs, works, replacements or removals required within one (1) month (or
sooner, if necessary) after the receipt of such notice. If the Tenant fails to comply with any such notice, the
Landlord may itself or by its workers, employees or agents enter the Premises and execute all necessary
or desirable repairs, works, replacements or removals. The Tenant shall pay to the Landlord on demand
all expenses so incurred.
TECOM Standard Template Lease Terms of 2 02 2014
6.15. Yielding Up
6.15.1
Within fourteen (14) days after the Expiry Date or earlier termination of this Lease the
Tenant shall in accordance with the Landlord’s instructions and to the satisfaction of the
Landlord yield up the Premises as follows:
(i)
In good, clean and (where required) redecorated condition and at the option of the
Landlord with all additions and improvements to the Premises and all fixtures and fittings
attached to and forming part of the Premises or with such of those additions,
improvements or fixtures and fittings as the Landlord may specify; and/or
(ii)
Reinstate at the Tenant’s expense all or part of the Premises to the state and condition
that they were in prior to the Tenant taking possession or such other state and condition
as the Landlord may direct; and/or
(iii)
At the Tenant’s expense take the Premises back to shell and core in accordance with the
Landlord’s specifications for the same;
(iv)
Remove from the Premises all the Tenant’s belongings, including without limitation, any
and all notice boards and signs bearing the name of or otherwise relating to the Tenant or
its business;
(v)
Repair at its expense to the satisfaction of the Landlord all damage to the Premises and
the Building resulting from the removal of any of the Tenant’s belongings from the
Premises;
(vi)
Provide all keys, access cards, parking access cards and remotes, codes and other items
or information relevant to the Premises or operation thereof to the Landlord; and
(vii)
Provide proof of payment of final utility bills and other clearances as well as comply with
any other hand over requirements of the Landlord as per its internal procedures and
checklists.
Should the Tenant fail to meet its obligations under this Clause 6.15 the Tenant (without
prejudice to the Landlord’s right to require possession of the Premises or take any other lawful
action) shall be liable to fulfill all of the Tenant’s obligations pursuant to this Lease and to pay to
the Landlord compensation pursuant to the relevant laws up to and including the date that the
Tenant vacates the Premises in accordance with Clause 6.15.
6.15.2
Where required by the Landlord, the Tenant shall accompany the Landlord and its relevant
agents in any inspection of the Premises for the purposes of ascertaining the state and
condition of the Premises or determining what is required by way of remediation when the
Landlord conducts its assessments required under Clause 6.15.1.
6.15.3
The Landlord shall be entitled to deduct from the Security Deposit any costs incurred by the
Landlord in reinstating the Premises to the required condition in the event that the Tenant
fails to do the same.
6.16. Holding Over
In the event of the Tenant or anyone claiming under it remaining in possession of the Premises after the
Lease Expiry Date or earlier termination of the Lease, the Tenant hereby undertakes to pay to the
Landlord, unconditionally and without any demur or objection, in addition to all Payments, the Hold Over
Fee for every day that the Tenant holds over the Premises beyond the Lease Expiry Date or date of earlier
termination. No such payment or acceptance thereof by the Tenant shall operate as, constitute or be
deemed to be an extension or renewal of the Lease Period. Notwithstanding the above, the Tenant shall
nevertheless be bound and abide by all the applicable terms and conditions of this Lease. In addition to
the aforementioned payment, the Landlord reserves the right to seek damages from the Tenant for any
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loss occasioned by the Tenant’s continued possession of the Premises and to seek eviction of the Tenant
from the Premises.
6.17. Repairs and Defects
6.17.1
On becoming aware of any defects in the Premises or the Building, the Tenant shall
promptly give written notice of any and all such defects to the Landlord.
6.17.2
to the Tenant shall comply with any written instruction given by the Landlord to effect any
repairs within the time limit stated in the Landlord’s notice. If the Tenant fails to comply with
any such notice it shall be lawful for the Landlord (without prejudice to the rights of
termination herein contained) to enter upon the Premises to make good the same at the
cost of the Tenant, which cost shall be repaid by the Tenant to the Landlord on demand,
together with all lawyers’, surveyors’ and any other professional charges and other
expenses which may be incurred by the Landlord in connection therewith, together with the
Late Payment Fee, being calculated in accordance with Clause 6.6, from the date of such
demand in each case until the date of payment to the Landlord.
6.18. Alterations
6.18.1
The Tenant shall not without the prior consent in writing of the Landlord (which the
Landlord may or may not grant at its absolute sole discretion) and (where required) any
Relevant Authority:
(i)
make any alterations or additions to, or affecting the structure or exterior of, the Building,
or the appearance of the Premises as seen from the exterior; and
(ii)
install or erect any exterior lighting, shade, canopy or awning or other structure in front of
or elsewhere outside the Premises.
6.18.2
Where the Landlord grants its consent it may do so upon conditions, including but not
limited to the requirement to provide a bond or deposit. The Tenant shall comply strictly
with any such conditions and any conditions of any Relevant Authority.
6.18.3
On the termination of this Lease, the Tenant shall, at the option of the Landlord and at the
Tenant’s cost and expense, reinstate the Premises in accordance with Clause 6.15.
6.18.4
The Tenant shall procure that any alterations or additions to the Premises permitted by the
Landlord be carried out only by a contractor approved by the Landlord (such approval not
to be unreasonably withheld).
6.18.5
The Tenant shall ensure that any and all such approved works are carried out in
accordance with the standards set out in the Tenant Fit-Out Guide or any other such
document or instruction issued by the Landlord.
6.18.6
At all times during the course of any work in connection with any alteration that are made,
all such works and such alterations shall immediately become subject to the terms of this
Lease.
6.19. Assignment and Subletting
6.19.1
Subject to sub-clause 6.19.2, the Tenant shall not assign this Lease or sublet the Premises,
in whole or in part without the written consent of the Landlord, such consent not to be
unreasonably withheld.
6.19.2
The Landlord may withhold its consent to a request by the Tenant to assign this Lease or
sublet the Premises in the event of any of the following:
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(i)
at the time of such assignment or subletting, there are arrears of rents or other monies due
to the Landlord;
(ii)
the proposed assignee or sub-tenant is not, in the sole opinion of the Landlord, of a
financial status at least equal to that of the Tenant; and
(iii)
the terms and conditions of the proposed assignment or sub-letting are unacceptable to
the Landlord.
6.19.3
The Landlord may specify pre-conditions to completing any assignment of this Lease or
subletting of the Premises including:
(i)
if the Landlord so requires, the Tenant procuring a guarantee of the covenants of the
assignee or sub-tenant from a guarantor reasonably acceptable to the Landlord;
(ii)
the Tenant, if required by the Landlord, obtaining covenants from the sub-tenant direct
with the Landlord in such form as the Landlord may require; and
(iii)
the Tenant not reserving or taking any premium from the assignee or sub-tenant.
6.19.4
The terms of any assignment of this Lease or subletting of the Premises shall not be
inconsistent with or impair the due performance and observance of the covenants and
obligations of the Tenant in this Lease.
6.19.5
The Tenant shall not, otherwise than by assignment or subletting permitted under this Sub
Clause:
(i)
part with or share possession or occupation of the whole or any part of the Premises; or
(ii)
grant to third parties any rights over the Premises.
6.19.6
Any assignment or subletting shall be completed by way of a tri-partite agreement (upon
the Landlord’s form for such agreements) first signed by the Tenant and the sub-tenant or
assignee. Until the Landlord has signed such agreement the Tenant shall remain obliged to
fulfill its obligations under this Lease in full.
6.20. Permitted Use, Licensed Activities and the Relevant Authorities
6.20.1
The Tenant shall not use the Premises other than for the purposes of the Permitted Use as
stated in the Lease Details unless with the prior written consent of the Landlord.
6.20.2
The Tenant acknowledges that certain activities (for example retail or medical activities)
may require additional licensing requirements to be met from those of any Relevant
Authority providing licenses within the Zone. The Landlord shall not be in any way
responsible for pointing out to the Tenant any such requirements and the same shall be the
Tenant’s full responsibility.
6.20.3
The Tenant shall conduct its Business in the Premises in a professional manner, with
proper decorum and to the highest ethical standards befitting the international standards
set by the Landlord for its activities, and shall upon receipt of any notice from the Landlord
so to do, promptly cease any practice or conduct that the Landlord reasonably deems to be
inappropriate or improper in the Premises.
6.20.4
The Tenant shall ensure that its employees shall at all times while in the Premises be
cleanly and neatly dressed and shall conduct themselves in a professional and
businesslike manner.
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6.20.5
The Tenant represents and warrants that it is licensed to use all logos, labels, names or
other distinguishing marks or letters (hereinafter referred to as “Marks”) in or in connection
with the Business.
6.21. Window Displays
6.21.1
At all times during the Lease Period the Tenant shall keep and maintain all internal and
external windows appropriately dressed with goods, props and decorations of the best
possible quality, reflecting the Tenant’s Business and the quality of the Building and in
compliance with the Tenant Handbook or other such document or instruction issued to the
Tenant by the Landlord.
6.21.2
In the event of the Tenant’s default, the Landlord will be entitled to serve upon the Tenant
written notice of breach and the Tenant will have seven (7) days to rectify the breach, after
which a fee of Five Hundred Dirhams (AED 500) will be payable by the Tenant to the
Landlord for every day or part day that the Tenant remains in breach.
6.22. Pricing
6.22.1
The Tenant shall ensure that the pricing of goods and services is competitive with those
prices generally prevailing in the Emirate of Dubai.
6.22.2
The Tenant will accept the gift cards of the Master Community and all generally accepted
means of payment, such as cash, credit cards, debit cards, cash cards, etc. without
charging any additional fees or costs for such means of payment. The Landlord may, at its
reasonable discretion, demand of the Tenant to accept in addition further means of payment
and to create the necessary technical requirements. This shall apply especially if the
Landlord considers the implementation of non-UAE means of payment (such as China
Union Pay Card) to be appropriate due to the development of the customer structure of
Master Community.
6.23. Restrictions On and Requirements for the Use of the Premises
6.23.1
Subject to any exceptions set down expressly in the Special Terms the Tenant shall not:
(i)
erect or install on the Premises any engine, furnace, plant or machinery which causes
noise, fumes or vibration which can be heard, smelled or felt outside the Premises;
(ii)
store on the Premises any petrol or other inflammable, explosive or combustible
substance;
(iii)
use the Premises for any noxious, noisy or offensive trade or business nor for any illegal
or immoral act or purpose;
(iv)
do anything on the Premises, which may be or grow to be a nuisance, annoyance,
disturbance, inconvenience or damage to the Landlord or its other tenants of the Building,
or to the owners, tenants and occupiers of adjoining and neighbouring properties;
(v)
load or use the floors, walls, ceilings, or structure of the Premises or the Building so as to
cause strain, damage or interference with the structural parts, load bearing framework,
roof, foundations, joists and external walls of the Building;
(vi)
overload the elevators/lifts, electrical installations or gutters, pipes, sewers, drains, wires,
telephone and telegraph cables, mains, gullies, channels, ducts, flues, conduits and
watercourses (if any) in the Premises and/or the Building;
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(vii)
do or omit to do anything which may interfere with or which imposes an additional loading
on any ventilation, heating, air conditioning or other plant or machinery serving the
Building or the Premises;
(viii) allow any person to sleep in the Premises nor to use the Premises for residential
purposes;
(ix)
at any time place in the Common Areas any goods, pallets, trade empties, rubbish or other
obstruction;
(x)
bring into the Building or keep or allow to be kept animals or pets of any kind in the
Premises;
(xi)
place leave or install any articles, merchandise, goods or other objects in front of the
Building, or elsewhere outside the Premises;
(xii)
allow employees of others to smoke within the Premises or upon any of the interior
Common Areas;
(xiii) hold or permit or suffer to be held upon the Premises or the Common Areas any sale by
auction or public exhibition or public show or spectacle or political or religious meetings or
gambling;
(xiv) install equipment (other than typical office equipment) that increases electricity
consumption at the Premises without the prior written consent of the Landlord; or
(xv)
sell, stock or display counterfeit goods.
(xvi) change the locks to the Premises. In any case where the Landlord grants its prior written
consent to the locks being changed, the Tenant will provide to the Landlord one (1) set of
keys for the new locks in order that the Landlord and its agents may exercise their rights
and obligations under this Lease.
6.23.2
In addition to any other Rules and Regulation adopted for the Building and the
requirements of the Relevant Authorities, the Tenant must ensure at all times that:
(i)
there is adequate and professionally installed and maintained firefighting equipment in the
Premises including extinguishers and alarms all of which are approved by or meet the
standards of Dubai Civil Defence;
(ii)
the Premises or any part of the Premises or Common Areas are not overloaded, and
equipment is not hung or suspended from walls or beams in a dangerous manner or in a
way that may damage the Premises, Common Areas or Building in any way;
(iii)
server rooms, data centre and UPS rooms are equipped with special gas suppression
systems/fire fighting equipments approved by Dubai Civil Defence;
(iv)
kitchen and food outlets are equipped with special chemical fire suppression systems
approved by Dubai Civil Defence for the kitchen hoods;
(v)
LPG detection and shutting system approved by Dubai Civil Defence are installed in the
kitchens;
(vi)
the fire detection and fire fighting systems installed by the Tenant (or any other party) are
connected to the building fire detection panels of the Building as well as Dubai Civil
Defence twenty four (24) hour, seven (7) days a week system;
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(vii)
the maintenance of the fire detection and fire fighting systems and equipment installed by
the Tenant (or any other party) is carried out through licensed service provider approved
by Dubai Civil Defence;
(viii) annual maintenance contracts for the fire detection and fire fighting systems are endorsed
by Dubai Civil Defence and a copy forwarded to Landlord;
(ix)
the Tenant may have to submit annual statutory compliance certificates for fire detection
and fire fighting systems as indicated in the Special Terms; and
(x)
the Tenant complies with any notice provided by the Landlord in relation to matters
specified in Clause 6.21 which set out in more detail the requirements to be adhered to.
6.24. Advertisements and Signs
6.24.1
The Tenant shall not (except subject to what is reasonable in the sole opinion of the
Landlord), place or display on the exterior of the Premises or the Building or on the
windows or inside the Premises so as to be visible from the exterior of the Premises, any
name, writing, notice, sign, illuminated sign, display of lights, placard, poster sticker or
advertisement other than:
(i)
such notices as the Landlord may in its sole discretion approve in writing; and
(ii)
the name of the Tenant on or near the entrance doors of the Premises, in a style and
manner approved or required by the Landlord.
6.24.2
The Tenant shall maintain any signage installed through an annual maintenance contract, a
copy of which shall be forwarded to the Landlord.
6.24.3
The Tenant shall be held responsible for any fire or other damage to the Building as a result
of the installation of the signage and bear the cost of repairing and making good any
damage caused to the Landlord.
6.24.4
The Tenant shall comply with the requirements of the Relevant Authorities with regard to
the nature of, construction of, or installation of any signage.
6.24.5
The signage shall be removed and areas reinstated in accordance with clause 6.15.
6.25. Loading and Deliveries and Installation of Equipment and Furniture
6.25.1
The Tenant shall not load or unload vehicles except in the servicing areas or loading bays
provided for such purpose and in accordance with the directions issued from time to time
by the Landlord and pursuant to any rules and regulations for the Building pertaining to
loading and deliveries. The Landlord may include specific hours of the day (or night) for
loading and deliveries.
6.25.2
In the case of installing or removing equipment or furniture, consent must first be obtained
from the Landlord. The Landlord shall be entitled to set down requirements relating to the
installation or removal of equipment or furniture as a condition to granting its consent which
requirements the Tenant must comply with as if the same were set down in full herein.
6.25.3
The Tenant shall not cause any obstruction in or around the Building.
6.26. Pest Control
The Tenant shall at its expense and to the satisfaction of the Landlord undertake all necessary
precautions to ensure that the Premises remains at all times free of rodents, insects, vermin, pests and
other animals, and disease and shall, if necessary or instructed so to do by the Landlord, employ and
pay pest exterminators approved by the Landlord to treat the Premises.
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6.27. Compliance with Statutes, Laws and Environmental Requirements
6.27.1
The Tenant shall comply in all respects with the provisions of all statutes, ordinances,
proclamations, orders, rules, by-laws, regulations for the time being in force and
requirements of any Relevant Authority relating to the Premises, or anything done in or on
them by the Tenant, and to keep the Landlord indemnified against liability in consequence
of the Tenant’s failure to comply with them.
6.27.2
In particular, but without affecting the general operation of the above, the Tenant shall:
(i)
perform and observe the requirements of statutes and regulations relating to planning
and environmental protection applying to the Premises, and to obtain any development
or other consent, permit or licence by reason of the development or manner of use of or
on the Premises by the Tenant; and
(ii)
dispose of Hazardous Waste in accordance with Dubai Municipality requirements as well
as in accordance with the requirements of any other Relevant Authority (including
DMFTZA) and which disposal must take place through the use of contractors approved
by the Relevant Authorities to dispose of such Hazardous Waste. For the avoidance of
doubt the Landlord shall not be responsible for the costs of disposing of Hazardous
Waste.
6.27.3
The Tenant shall keep the Landlord indemnified against liability by reason of the Tenant’s
failure to obtain any requisite development or other consent, permit or licence, or in
complying with the requirements of statutes and regulations.
6.28. Landlord’s Costs
The Tenant shall pay to the Landlord all costs, charges, expenses, disbursements and fees (including
lawyers’, architects’, surveyors’ and any other professional costs) incurred by the Landlord:
(i)
Incidental to the preparation and service of all notices and schedules relating to wants of
repair or requiring the Tenant to remedy any breach of any of the obligations herein
contained, whether the same be served during or after the expiry or sooner determination
of the Lease;
(ii)
In the preparation and service of a schedule of repair at any time during or after the expiry
or sooner determination of the Lease;
(iii)
In connection with or procuring the remedying of any breach of any obligation on the part
of the Tenant contained in this Lease; and
(iv)
In connection with or incidental to the making of any applications for any consent or
approval (whether or not consent or approval is ultimately granted or refused or the
application withdrawn by the Tenant) and if consent or approval is granted, in connection
with or incidental to the preparation of any license or other document used to record such
consent or approval.
6.29. Re-letting of the Premises
The Tenant shall permit all persons authorised by the Landlord or its agents to view the Premises at
reasonable hours without causing material interruption to the Tenant’s use of the Premises for the
Permitted Use, in connection with any re-letting of the Premises.
6.30. Rules and Regulations
6.30.1
The Tenant shall comply with any Rules and Regulations adopted in relation to the Building
and as may be adopted or altered by the Landlord or other Relevant Authority from time to
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time and will cause all of its agents, employees, invitees and visitors to do so. Any changes
to such rules will be sent by the Landlord to the Tenant in writing.
6.30.2
The Tenant shall comply with any Rules and Regulations applicable to the Zone in which
the Premises are situated where the same are notified to the Tenant in writing or published
and as may be adopted or altered from time to time and will cause all of its agents,
employees, invitees and visitors to comply.
6.31. Security
The Tenant shall use its best endeavours to protect and keep safe the Premises and any property
contained therein from theft or robbery. The Tenant shall observe the Landlord's security procedures and
rules.
6.32. Appearance and Presentation
The Tenant shall at all times keep the interior of the Premises, where it is visible from the exterior of the
Premises, attractively laid out and furnished and keep the windows of the Premises clean and adequately
and attractively dressed to the reasonable satisfaction of the Landlord.
6.33. Clearance of Rubbish
6.33.1
The Tenant shall not allow any accumulation of rubbish on the Premises or the Common
Areas and shall ensure at all times that garbage and refuse from the Premises is removed
to such locations as specified by the Landlord, and to use only that type of refuse container
provided by the Landlord from time to time. The Tenant shall ensure that all kitchen and
domestic garbage is sealed in polythene garbage bags before consignment. In the event of
default by the Tenant the Landlord will remove such garbage at the Tenant's cost. The
Tenant shall not transport rubbish by means of the passenger lifts.
6.33.2
Without limiting 6.33.1, the Tenant shall:
(i)
maintain a level of hygiene and cleanliness within the Premises acceptable to the
Landlord (acting reasonably); and
(ii)
segregate all rubbish from the Premises from the Premises, and dispose of such rubbish
in accordance with the requirements of the Landlord.
6.34. Banned Broadcasting Devices
The Tenant shall not erect, place or use outside the Building or on the roof of the Building any radio,
television or television aerial, antenna or satellite dish or any loudspeakers, screens or similar devices, or
equipment without the prior written consent of the Landlord nor use or permit to be used any radio,
gramophone, television or other like media or equipment likely to be heard from outside the Building, or
broadcast any audio or video transmission.
6.35. Collateral Leases
6.35.1
If the Landlord has entered into more than one lease agreement in addition to this Lease
with the Tenant in respect of multiple premises, then the Tenant hereby agrees that all
these fully executed lease agreements including this Lease (“Collateral Leases”) are bound
together and any breach of one of these Collateral Leases may constitute a breach of all of
them as determined by the Landlord in its sole discretion. Similarly, termination of one
Collateral Lease by the Landlord entitles the Landlord to terminate any or all other
Collateral Leases with the Tenant in its absolute discretion.
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6.35.2
The Landlord is entitled to apply any monetary amounts paid to the Landlord by the Tenant
or held by the Landlord on behalf of the Tenant pursuant to one Collateral Lease to satisfy
(in whole or in part) any amounts due by the Tenant in respect of another Collateral Lease.
6.36. Marketing Strategy
The Tenant shall cooperate with the Landlord and its agents in connection with the implementation of
the Landlord’s marketing strategy and an annual marketing calendar, taking into consideration
seasonal promotions, special holiday celebrations, community engagement and any other activity
deemed by the Landlord to help promote the Building and its retailers.
7.
TERMINATION
7.1.
This Lease may be terminated prior to the Expiry Date by the mutual agreement of the Landlord and
the Tenant.
7.2.
Notwithstanding anything to the contrary contained herein, this Lease may be terminated prior to the
Expiry Date by the Landlord:
7.3.
7.2.1
By giving 3 months’ notice to the Tenant to vacate the Premises if, pursuant to Clause 9.6,
the Landlord decides to undertake a redevelopment programme for the Building, in which
event the Landlord agrees to offer the Tenant, where it is able, an Alternate Location.
Should an Alternate Location not be available, or the Alternate Location and/or the leasing
terms for the Alternate Location not be acceptable to the Tenant, the Tenant will vacate the
Premises upon the completion of the Notice Period as stipulated in the Notice of
Termination, unconditionally and absolutely. For the avoidance of doubt, any relocation by
the Tenant to an Alternate Location shall be entirely at the Tenant’s cost; or
7.2.2
Where the Tenant fails to complete the Fit-Out within the Fit-Out Period or any extension to
the Fit-Out Period granted in writing by the Landlord.
7.2.3
Where any sum due under this Lease remains unpaid for thirty (30) days after becoming
due for payment (whether or not formally demanded); or
7.2.4
Where the Tenant is otherwise in breach of the terms of this Lease (other than for unpaid
monies) and this breach has not been remedied within thirty (30) days of written notification
by the Landlord of the breach; or
7.2.5
Where an event of insolvency occurs in relation to the Tenant or any guarantor of the
Tenant; or
7.2.6
Where the Tenant has assigned or sublet the Premises in any manner whatsoever in
breach of Clause 6.19; or
7.2.7
Where the Premises becomes vacant, deserted or non-operational for a period of thirty (30)
days or more, and the Tenant is not traceable or leaves the country without notifying the
Landlord and the Landlord is satisfied in the circumstances that the Premises has been
abandoned.
The expression “an event of insolvency” in Clause 7.2.5 includes:
7.3.1
(In relation to a company or other corporation which is the Tenant or a guarantor)
inability of the company to pay its debts, entry into liquidation either compulsory or
voluntary (except for the purpose of amalgamation or reconstruction), the passing of a
resolution for its winding up, the making of a proposal to the company and its creditors
for a composition in satisfaction of its debts or a scheme of arrangement of its affairs,
the application to any court for an administration order, and the appointment of a
receiver or administrative receiver; and
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7.3.2
(In relation to an individual who is a guarantor), the presentation of a bankruptcy petition,
the making of a proposal to his creditors for a composition in satisfaction of his debts or
a scheme of an arrangement of his affairs, the application to any court for an interim
order, and the appointment of a receiver or interim receiver.
8.
CONSEQUENCES OF TERMINATION
8.1.
Without prejudice to any other rights of the Landlord in law, if the Landlord terminates the Lease, then
the Landlord (or its authorised agent) shall have the lawful right and entitlement to enter the Premises
and repossess the Premises and take possession of all property therein and to let the Premises to
others and dispose of such property found in the Premises in such a manner and at such a price as
the Landlord deems fit. Notwithstanding the Landlord’s right to dispose of any property in the Premises,
if the Landlord elects to or is required to store any property then this shall be done so at the expense of
the Tenant in all respects. The Landlord shall be entitled to store such property for a minimum period of
twelve (12) months and destroy thereafter or otherwise dispose of the same as the Landlord see fit
following the expiry of this period.
8.2.
Without prejudice to any other rights of the Landlord in law and Clause 8.1, in the event the Lease
terminates, the Landlord shall be entitled to claim from the Tenant the Rent and all other amounts
accruing under the Lease from the date of termination until the Expiry Date.
8.3.
For the avoidance of doubt the Landlord shall not owe the Tenant any duty to find any new tenant for
the Premises or accept any below market rent in order to mitigate any damages payable by the Tenant
to the Landlord pursuant to Clause 8.2.
8.4.
The rights of the Landlord under this Clause 8 shall be exercised subject to the applicable laws as may
be supplemented by the terms of this Lease.
9.
GENERAL PROVISIONS
9.1.
Landlord’s Right to Assign
Pursuant to its rights under Clause 1.1 the Landlord shall always have the right to assign or transfer this
Lease or any part thereof, or any share or any interest therein, and the Tenant hereby consents thereto.
The Landlord will inform the Tenant in writing of any such event.
9.2.
Building Unfit for Use
IF during the Lease Period the whole or any part of the Building shall be destroyed or damaged by fire,
water, invasion or act of God so as, in the opinion of the Landlord, to render the Premises substantially
unfit or to deprive the Tenant of substantial use of the same, and so long as such damage or destruction
shall not be attributable to the Tenant, then upon the happening of such damage or destruction as
aforesaid, the Payments hereby reserved or a proportionate part thereof (to be determined by the
Landlord) as the case may be according to the nature and extent of the damage sustainted shall be
suspended until the Premises shall have been rebuilt or reinstated or made fit for the occupation and use
by the Tenant, provided always that the Landlord shall be under no obligation to restore and reinstate the
Premises if the Landlord shall consider that it is commercially impracticable to do so, in which case the
Landlord shall notify the Tenant of the same in writing and this Lease shall be terminated forthwith. Except
as otherwise provided hereinbefore, the Landlord shall not be liable to the Tenant for any damage, loss or
inconvenience suffered by the Tenant due to the damage to, or destruction of, the Building or the
Premises, or due to any delay in rebuilding, reconstructing or restoring the Building or the Premises or the
Landlord’s refusal to do so.
9.3.
Landlord’s Rights over Common Areas
Without prejudice to the general rights of the Landlord over the Common Areas the Landlord reserves the
right from time to time during the Lease Period to:
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9.4.
9.5.
9.3.1
Erect and remove kiosks and other structures in any part of the Common Areas and to grant
to any person the right to do so and use the Common Areas for such purposes and upon
such terms and conditions as the Landlord may, in its absolute discretion, think fit.
9.3.2
Permit any person or organization to hold any parade, function, exhibition or display any
merchandise in any part of the Common Areas upon such terms and conditions as the
Landlord may, in its absolute discretion, think fit.
9.3.3
Install a public address system in any part of the Common Areas and play, relay or
broadcast, or permit any other person to play, relay or broadcast recorded music or public
announcements thereon.
Adjoining Property
9.4.1
The Landlord may deal as it thinks fit with other property adjoining or nearby the Premises
belonging to the Landlord, and may erect or permit to be erected on such property any
buildings or other structures.
9.4.2
The Landlord may at all times, without obtaining any consent from the Tenant, alter,
reconstruct or modify in any way whatsoever, or change the use of, the Common Areas so
long as proper means of access to and egress from the Premises are afforded and
essential services are maintained at all times.
9.4.3
The Tenant shall not at any time during the Lease Period bring any action or make any
claim or demand on account of any injury or damage to the Premises or any part of it in
consequence of the erection of any building or the alteration of any building in the vicinity of
the Premises or the Building or any land adjacent, neighbouring or opposite the Building or
any part of it for which the Landlord shall have given its consent, and (if required) to concur
with the Landlord at the Tenant’s expense in any consent which the Landlord may give or
any grant which it may make as aforementioned.
Rental Policy
The Landlord may in its sole discretion determine the rental rates of different premises within the Zone.
Such rental rates may vary from one premises to the other due to various factors such as the location,
the size of the building, the type of the activity or mutual interests between the Landlord and the tenants.
9.6.
Building Improvement
The Landlord shall have the right from time to time, for the purpose of the development and overall
interest of the Building to improve, extend or in any manner whatsoever alter or deal with the Building
and make any modification or changes provided that in exercising such right the Landlord will
endeavour to cause as little inconvenience to the Tenant as is practicable in the circumstances. In
the event that the Landlord deems it necessary to relocate the Tenant from its Premises the Landlord
shall provide at its own cost alternative premises complete with fittings of an equivalent standard to
those in the Tenant's Premises. The Tenant accepts that the Tenant shall have no right of
compensation for such relocation other than these provisions.
9.7.
Competition
Nothing within this Lease or in any of the negotiations leading up to this Lease is to be construed as
an undertaking or promise by the Landlord to restrict in any way the letting of any other building or
premises of the Landlord to direct or indirect competitors of the Tenant.
9.8.
Arbitration of Disputes Between Tenants
If any dispute or disagreement at any time arises between the Tenant and the other tenants and
occupiers of the Building or any adjoining or neighbouring property belonging to the Landlord
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relating to the gutters, pipes, sewers, drains, wires, telephone and telegraph cables, mains, gullies,
channels, ducts, flues, conduits and watercourses (if any) serving, or easements or rights affecting,
the Premises, the Building or any adjoining or neighbouring property, the dispute or disagreement is to
be determined by the Landlord by which determination the Tenant shall be bound.
9.9.
Exemption From Liability in Respect of Services
The Landlord shall not be liable to the Tenant or to any employee, servant, agent, contractor, customer,
invitee or licensee of the Tenant for any loss, damage or inconvenience, which may be caused by
reason of:
9.9.1
temporary interruption of services during periods of inspection, maintenance or repair;
9.9.2
breakdown of or defect in any plant and machinery, services or gutters, pipes, sewers,
drains, wires, telephone and telegraph cables, mains, gullies, channels, ducts, flues,
conduits and watercourses (if any) in the Premises, the Building or any neighboring or
adjoining property;
9.9.3
events beyond the reasonable control of the Landlord; or
9.9.4
power-cuts or failures or other similar breaks in the provision of utility services.
9.10. Compensation for Disturbance
The Tenant is not entitled to terminate this Lease, quit the Premises or to claim from the Landlord
any compensation for disturbance unless and to the extent that any statutory right to compensation
precludes the operation of this provision.
9.11. Removal of Tenant’s Property
9.11.1
If, after the Tenant has vacated the Premises following the Expiry Date or earlier
termination of this Lease, any property of the Tenant remains in the Premises and the
Tenant fails to remove it within seven (7) days after being requested in writing by the
Landlord so to do, the Landlord may, as the agent of the Tenant, sell such property and
hold the proceeds of sale, after deducting the costs and expenses of removal, storage and
sale reasonably and properly incurred by it, to the order of the Tenant.
9.11.2
The Tenant indemnifies and shall keep indemnified the Landlord against any liability
incurred by it to any third party whose property has been sold by the Landlord in the bona
fide mistaken belief (which is to be presumed unless the contrary be proved) that it
belonged to the Tenant and was liable to be dealt with as such under this Sub Clause.
9.12. Parking
9.12.1
The Landlord makes no warranties as to the availability or suitability or availability of
parking spaces for the Premises. It is the Tenant’s responsibility to agree with the Landlord
or the Roads and Transport Authority (as applicable), suitable parking arrangements.
Except where parking is arranged through the Roads and Transport Authority the Landlord
may record the parking arrangements in a separate license between the Parties.
9.12.2
The Landlord shall not be liable for any damage to vehicles, person or property sustained in
the parking areas and the Tenant shall indemnify the Landlord against any costs, claims or
liabilities sustained through the Tenant’s use or the use by any of the Tenant’s employees
or invitees of the parking spaces and parking areas.
9.13. Notices
Any notice, communication or demand to be given or made by or to the Landlord or the Tenant under
this Lease shall be in writing and shall be delivered personally or sent by registered mail, courier,
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email or by fax, to the party due to receive such notice at its address set out in Lease Details (or such
other address as either party may advise the other in writing) and in the case of service by the
Landlord may be served on the Tenant at the Premises. Any such notice, communication or demand
given or made by registered mail shall be deemed to have been received seven (7) days after the date
of posting, or in case of hand delivery upon written acknowledgement of delivery made by or on behalf
of the party to whom the notice was addressed or when left at the address aforesaid or in the case
of a courier upon written acknowledgement of delivery made by or on behalf of the party to whom the
notice was addressed, or in the case of a fax transmission upon receipt of a valid transmission report or
in the case of email upon confirmation (electronic or otherwise) that the same has been received.
9.14. Waiver
Failure of the Landlord on any occasion to insist upon observance or performance by the Tenant of any
covenant or obligation herein contained shall not amount to a waiver of such breach or acceptance of
such variation by the Landlord. Furthermore, no waiver by the Landlord of any breach of any covenant,
obligation or provision in the Lease, express or implied, shall operate as a waiver of another breach of
the same or of any other covenant, obligation or provision in the Lease, express or implied.
9.15. Headings
The headings used in these Lease Terms are for convenience of the Parties only and shall not be
considered in interpreting the meaning of any provision of the Lease.
9.16. Successors
The provisions of these Lease Terms shall extend to and be binding upon the Landlord and the
Tenant and their respective legal representatives, successors and permitted assigns.
9.17. Consent
The Landlord shall not unreasonably withhold or delay its consent with respect to any matter for which
Landlord's consent is required or desirable under this Lease. Upon making any application to the
Landlord for consent the Tenant shall disclose to the Landlord all such information as the Landlord may
reasonably require. Whenever in this Lease the consent or approval of the Landlord is required to be
obtained, such approval shall be in writing and, if given by the Landlord at its sole discretion, will be
subject to such condition as the Landlord may deem fit to impose on the Tenant in the circumstances.
9.18. Force Majeure
The Parties, during the Lease Period, shall not be liable or deemed to be in default for any delay or failure
to carry out their duties and obligations to a material extent if such delay or failure is caused by
circumstances beyond the reasonable control of the concerned Party, including but not limited to delay
caused by strikes, fire, floor, riot, accident, governmental or other regulations, act of God, war, embargoes,
or by reason of any other cause beyond the control of the Party involved, provided however that the Party
wishing to invoke Force Majeure must notify promptly the other Party of the occurrence of such event.
9.19. Governing Law
This Lease shall be governed by and construed in accordance with the laws and regulations in force
from time to time in the Zone (where applicable) and in the Emirate of Dubai, and by the federal laws of the
United Arab Emirates.
9.20. Binding Effect
This Lease shall come into force and bind the Parties forthwith on the signing hereof.
9.21. Counterparts
This Lease may be signed in multiple counterparts and copies shall constitute an original.
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9.22. Arbitration
Any dispute arising out of or in connection with this contract, including any question regarding its
existence, validity or termination, shall be referred to and finally resolved by arbitration in accordance with
the provisions set forth under the DIFC Arbitration Rules which Rules are deemed to be incorporated by
reference into this Clause, and:
9.22.1
the number of arbitrators shall be one (1);
9.22.2
the seat, or legal place, of arbitration shall be Dubai, the United Arab Emirates; and
9.22.3
the language to be used in the arbitration shall be English.
9.23. Language
This Lease has been negotiated and drafted in the English language. In the event of any dispute
resolution, litigation or other formal process, the English text shall prevail over any translation and be
conclusive in any questions as to the meaning or interpretation thereof.
9.24. Confidentiality
Except as for where disclosures are required by law, the Parties agree to keep confidential and not
disclose to any third party the terms and conditions of this Lease or any of the negotiations and
discussions that preceded its making, and that the Parties shall use their best efforts to seek confidential
treatment by any receiving party.
9.25. Severability
If any provision of this Lease is held to be invalid or unenforceable, then such provision shall, so far as it is
invalid and unenforceable, be given no effect and shall be deemed not to be included in this Lease. The
Parties shall then use all reasonable endeavours to replace the invalid or unenforceable provisions by a
valid and enforceable substitute provision, the effect of which shall be as close as possible to the intended
effect of the invalid or unenforceable provision.
9.26. Final Agreement
This Lease terminates and supersedes all prior understandings or agreements on the subject matter
hereof and embodies the entire agreement of the Landlord and the Tenant. No course of dealings,
undertaking, representation, inducement or term of agreement between the Parties that is not expressly
contained in this Lease shall be of any force or effect, nor will it supplement, explain or vary any of the
terms and conditions of this Lease. The Lease may not be changed or modified, in whole or in part, in
any manner other than by an instrument in writing duly signed by the Tenant and the Landlord. The costs
associated with amending the Lease will be borne by the Party who has requested the amendment.
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