Customer Agreement

In this Agreement, unless the context otherwise requires, the following expressions have the meanings respectively assigned to them below:

Account

means the registration held by the Client with the Company, through which the Client accesses the Platform and against which its Allowance is recorded.

Agreement

means this customer agreement, together with the Order Confirmation, the Privacy Notice, and any schedule, annex or policy expressly incorporated by reference into any of them, each as amended from time to time in accordance with clause 28.2.

Allowance

means the number of units of entitlement standing to the credit of the Client's Account at any given time, one unit entitling the Client to Release one Seller Contact and two units entitling the Client to Release one Buyer Contact.

Business Day

means any day other than a Saturday, a Sunday, or a public holiday declared in the Emirate of Dubai.

Client

means the person, firm or corporate entity in whose name an Account is registered, and, where that person acts through employees or agents, those employees and agents.

Company

means Apex Vertex Software L.L.C, a company licensed under commercial licence number 1084923 issued by Dubai Department of Economy and Tourism, whose registered address is Office 402, Al Suwaidi Tower, Business Bay, Dubai, United Arab Emirates, and includes its successors and permitted assigns.

Contact Record

means a record made available through the Platform comprising a telephone number together with the accompanying particulars described in clause 5.2, being either a Seller Contact or a Buyer Contact.

Buyer Contact

means a Contact Record relating to a prospective purchaser of property in Dubai.

Seller Contact

means a Contact Record relating to a registered owner of property in Dubai.

Data Subject

means the identified or identifiable natural person to whom Personal Data contained in a Contact Record relates.

DLD

means the Dubai Land Department, or any successor body discharging its functions.

Order Confirmation

means the written confirmation issued by the Company recording a Package purchased, the Allowance credited, and the price payable.

Package

means a purchase by the Client of an Allowance, in one of the packages published by the Company from time to time.

Personal Data

means any information relating to an identified or identifiable natural person, and bears the meaning given to it in the data protection legislation in force in the United Arab Emirates.

Platform

means the software application, website and any related interface operated by the Company through which the Services are made available.

Release

means the act by which the Client draws upon its Allowance in order to reveal the telephone number contained within a Contact Record, and 'Released' is construed accordingly.

Services

means the provision of access to the Platform and the making available of Contact Records, together with such ancillary services as the Company may provide from time to time.

Verification Window

means the period of 21 days referred to in clause 6.1.

In this Agreement, save where the context requires otherwise:

1. (a)references to clauses are to clauses of this Agreement;
2. (b)the singular includes the plural and vice versa;
3. (c)a reference to a person includes any individual, company, partnership or unincorporated association; and
4. (d)a reference to any legislation is a reference to it as amended, extended, consolidated or re-enacted from time to time.

Clause headings are inserted for convenience only and shall not affect the construction of this Agreement.

The words 'including', 'includes' and 'in particular' are to be construed as illustrative and shall not limit the generality of any preceding words.

Where this Agreement provides that a matter is to be determined by the Company acting reasonably, the Company shall, on the written request of the Client, provide a summary of the grounds upon which it reached its determination.

Each clause of this Agreement is preceded by a short plain-language summary. Those summaries are provided to aid the reader and form no part of this Agreement. Where a summary and the clauses beneath it differ, the clauses govern.

The Company operates an information service. It identifies persons who are, or who it reasonably believes to be, willing to transact in property in Dubai, verifies their contact particulars in accordance with clause 6, and makes those particulars available to the Client in exchange for the Allowance purchased by it.

The Company is not a party to, and takes no part in, any transaction which the Client may subsequently conclude. In particular, the Company does not:

1. (a)negotiate on behalf of the Client;
2. (b)hold itself out as the agent of any Data Subject;
3. (c)receive, hold or disburse purchase monies; or
4. (d)accept any commission, brokerage or other consideration calculated by reference to the value of any transaction concluded.

Nothing in this Agreement shall be construed as creating a partnership, joint venture, employment relationship or relationship of principal and agent between the parties, and neither party shall have authority to bind the other or to incur obligations on the other's behalf.

The Services are provided exclusively in respect of property situated within the Emirate of Dubai. The Company gives no undertaking of any kind in respect of any other emirate or jurisdiction, and the Client acknowledges that the Services will be of no utility to it if its requirements lie elsewhere.

The Company reserves the right to develop, modify, augment or withdraw features of the Platform, provided that no such change shall materially diminish the substance of the Services for which the Client has already drawn upon its Allowance.

In order to access the Services the Client must register an Account and supply such information as the Company may reasonably require, including its legal name, contact particulars, and, where the Client is a corporate entity, evidence of its incorporation and of the authority of the individual registering on its behalf.

The Client warrants that all information supplied at registration and thereafter is true, accurate and complete, and undertakes to notify the Company promptly of any change to it.

The Client must be at least 21 years of age and must have full legal capacity to enter into binding contracts. Where the Client is a corporate entity, the individual accepting this Agreement warrants that it is duly authorised to bind that entity.

The Company may decline any application for registration, or terminate any existing registration, at its discretion and without any obligation to give reasons, save that it shall not do so on any ground prohibited by applicable law.

The Client is responsible for maintaining the confidentiality of its access credentials and for all activity occurring under its Account, whether or not authorised by it. The Client shall notify the Company immediately upon becoming aware of any unauthorised access.

Accounts are personal to the Client. The Client shall not permit any third party to access the Platform through its Account, nor share, resell or sublicense access, and any Contact Record obtained in breach of this clause shall be treated as obtained in breach of clause 11.

The Services are priced by reference to the number of Contact Records which the Client is entitled to Release. An Allowance is an entitlement internal to the Platform. It is not electronic money, it is not a stored value instrument, it is not a security or any other financial instrument, and it confers no right of redemption in cash except as expressly provided in clauses 10 and 23.5.

An Allowance is credited to the Account upon receipt by the Company of cleared funds in respect of the relevant Package, and not before.

Releasing a Seller Contact draws one unit of Allowance. Releasing a Buyer Contact draws 2 units, reflecting the greater cost of sourcing and qualifying a funded buyer. That ratio is fixed and does not vary between Packages.

The Company may vary the number of units drawn by a Contact Record on not less than 30 days' written notice to the Client. Any such variation shall apply prospectively only, and shall not affect Contact Records already Released.

The Allowance is drawn at the moment a Release is confirmed by the Client through the Platform. The Client is afforded the opportunity, before confirming, to inspect the particulars described in clause 5.2, and a Release once confirmed is irrevocable.

The Allowance may be applied to Seller Contacts, to Buyer Contacts, or to any combination of the two, entirely at the Client's discretion.

An Allowance is not transferable between Accounts, may not be sold, assigned, charged or otherwise dealt with by the Client, and has no value outside the Platform.

The Company shall maintain a ledger of Allowance credited and drawn, which shall be available to the Client through the Platform. In the absence of manifest error, that ledger shall be conclusive evidence of the Allowance.

Upon a valid Release the Company shall make available to the Client, through the Platform, the telephone number comprised in the relevant Contact Record together with the accompanying particulars.

Those accompanying particulars shall ordinarily comprise, to the extent the same are known to the Company:

1. (a)the building, community and, where recorded, the floor and unit type and size of the relevant property;
2. (b)the transactions registered with the DLD in respect of comparable units within the same building, as described in clause 17;
3. (c)the circumstances understood by the Company to have given rise to the sale or to the purchasing mandate, as the case may be;
4. (d)in the case of a Buyer Contact, the budget range indicated, the communities targeted, and whether funding has been represented to the Company as cash or as mortgage-approved;
5. (e)the date upon which the Contact Record was last verified in accordance with clause 6; and
6. (f)the number of other clients to whom the Contact Record has previously been Released.

The particulars described in clause 5.2 are compiled from sources believed by the Company to be reliable and are provided for the Client's information. They do not constitute a representation or warranty as to the condition, title, value or marketability of any property, nor as to the intentions, solvency or good faith of any Data Subject.

The Company does not warrant that any Data Subject will respond to the Client, will engage in negotiations, will transact on any particular terms, or will transact at all.

The Company gives no undertaking as to the number, type, price band or geographical distribution of Contact Records available on the Platform at any given time, and the availability of Contact Records fluctuates according to market conditions outside the Company's control.

Before a Contact Record is admitted to the Platform the Company shall use reasonable endeavours to contact the Data Subject by telephone and to record what it is told as to whether the number is in service, whether the Data Subject is the registered owner of the property or, in the case of a Buyer Contact, holds a live purchasing mandate, and whether the Data Subject is willing to be approached. A Contact Record shall be withdrawn from the Platform upon the expiry of 21 days from the date of its last such contact unless re-checked within that period.

The particulars recorded under clause 6.1 are a record of statements made to the Company by the Data Subject or by a third party. The Company does not independently audit those statements and does not warrant their truth. The Verification Window is an operational standard, not a warranty that circumstances will not have changed between the moment of contact and the moment of the Client's approach, and the Client acknowledges that in a distressed market circumstances frequently do change.

The consideration payable by the Client is for the supply of the Contact Record and the research underlying it. It is not consideration for any outcome, and in particular it is not consideration for the Data Subject answering the telephone, responding to the Client, dealing with the Client in good faith, being solvent, holding the title claimed, or concluding any transaction.

A Release is final. The Allowance drawn on a Release is not restored, and no refund, replacement or credit is due, in any of the following circumstances, each of which the Client accepts as a risk inherent in the Services:

1. (a)the telephone number is unanswered, disconnected or unobtainable;
2. (b)the Data Subject declines to speak to the Client, or ceases to engage;
3. (c)the Data Subject is not in fact the registered owner of the property identified, or does not hold the mandate identified;
4. (d)the property has already been the subject of a concluded transfer, or is withdrawn from sale;
5. (e)any statement recorded under clause 6.1 proves to be inaccurate or untrue; or
6. (f)no transaction results, or the transaction results on terms unfavourable to the Client.

The Client's protection lies in inspection rather than in remedy. The particulars described in clause 5.2 are made available in full before any Allowance is drawn, and the Client is expected to satisfy itself as to the value of a Contact Record before Releasing it. Nothing in this clause 6 affects the Client's rights under clause 10 in respect of a Package against which nothing has been Released.

Contact Records are not exclusive to the Client. The same Contact Record may be Released to other clients of the Company, subject to a maximum of 3 clients in aggregate.

The number of clients to whom a Contact Record has previously been Released is disclosed to the Client before the Allowance is drawn, and the Client is accordingly able to make its own assessment of the value of the Release.

The Client acknowledges that it may be in competition with other clients of the Company in respect of the same property or the same counterparty, and that the Company owes no duty to prefer the interests of one client over another.

The Company shall not be liable for any loss of opportunity, loss of bargain, or diminution in the terms available to the Client arising from the Release of the same Contact Record to another client within the cap set out in clause 7.1.

An Allowance expires, and is forfeited without compensation, upon the expiry of 12 months from the date upon which it was credited to the Account.

Where an Allowance comprises units credited on different dates, units shall be treated as drawn in the order in which they were credited, the earliest first.

The Company shall give the Client not less than 30 days' written notice before any part of the Allowance is due to expire, sent to the electronic mail address recorded against the Account.

The Company may, at its discretion and without establishing any precedent, extend the validity of an Allowance upon written application by the Client made before its expiry.

Upon termination of this Agreement by the Company under clause 23.2, any unexpired Allowance shall be forfeited. Upon termination in any other circumstance, clause 23.5 shall apply.

The price of each Package is that published on the Platform, or as otherwise agreed in writing, at the time the Package is purchased, and is recorded in the Order Confirmation.

All prices are expressed exclusive of any tax, levy or duty chargeable on the supply of the Services, any such amount being payable by the Client in addition. The Company shall issue a valid invoice in respect of each Package.

Payment shall be made by bank transfer to an account nominated by the Company, or by such card or other payment method as the Platform may support. The Client bears any transfer, intermediary or currency conversion charges levied by its own bank or payment provider.

The Client shall make all payments free and clear of any deduction, withholding, set-off or counterclaim, save as required by law. Where any deduction or withholding is required by law, the Client shall pay such additional sum as ensures the Company receives the amount it would have received absent that deduction.

Where an invoice is issued on credit terms, sums remaining unpaid after the due date shall bear interest at the rate of 1% per month, or such lower rate as is the maximum permitted by applicable law, accruing daily from the due date until payment in full.

The Company may suspend the Client's access to the Services where any undisputed sum remains unpaid more than 14 days after its due date, having first given the Client written notice and a period of not less than 7 days in which to remedy the non-payment.

Where a payment is reversed, charged back or otherwise recalled after an Allowance has been credited, the Company may debit the corresponding number of units from the Allowance and, where the Allowance is insufficient, recover the shortfall as a debt.

Save as set out in this clause 10, Packages are non-refundable, and no Allowance drawn on a Release is refundable in any circumstances.

The Client may cancel a Package and obtain a full refund of the sums paid where it gives written notice of cancellation within 14 days of the date of the Order Confirmation and has not, within that period, Released any Contact Record against the Allowance so credited.

Where the Client has Released one or more Contact Records within the period described in clause 10.2, the right of cancellation is extinguished in respect of the entire Package, the Company having by that point performed a material part of the Services.

Refunds shall be made by the same method as the original payment, within 30 days of the Company accepting the cancellation, and net of any bank or payment processor charges irrecoverable by the Company.

Nothing in this clause 10 operates to exclude or restrict any right of the Client which cannot lawfully be excluded or restricted, including any right arising under the consumer protection legislation of the United Arab Emirates where that legislation applies to the Client.

Contact Records are made available to the Client solely for the purpose of the Client evaluating, and where it sees fit pursuing, a property transaction on its own account or on the account of a disclosed principal for whom it is duly authorised to act.

The Client shall not, whether for consideration or otherwise:

1. (a)sell, licence, publish, broadcast, syndicate or otherwise make available any Contact Record, or any part of it, to any third party;
2. (b)incorporate any Contact Record into any database, directory, list or product offered to third parties;
3. (c)use any Contact Record to compile, train, benchmark or improve any competing service, dataset or model;
4. (d)employ any automated means to extract, copy or index Contact Records from the Platform, including any robot, spider, scraper or equivalent process;
5. (e)attempt to circumvent, disable or interfere with any Allowance accounting, access control or security feature of the Platform;
6. (f)use any Contact Record for any purpose unconnected with a genuine property transaction, including the marketing of unrelated goods or services; or
7. (g)represent to any Data Subject that the Client is acting for, or is endorsed or authorised by, the Company.

The restrictions in clause 11.2 survive the termination of this Agreement and continue to apply for so long as the Client retains any Contact Record in any form.

The Company seeds its data with records which serve no purpose other than to identify unauthorised disclosure. The Client acknowledges that the onward transmission of Contact Records may be detected and traced by this means.

Where the Company has reasonable grounds to suspect a breach of this clause 11, it may suspend the Account with immediate effect pending investigation, and the Client shall cooperate reasonably with that investigation.

Each party shall comply with the data protection legislation in force in the United Arab Emirates, together with any implementing regulations made under it and any other data protection legislation applicable to that party, in the performance of its obligations under this Agreement.

The parties acknowledge that, in respect of Personal Data contained in Contact Records, each acts as an independent controller and not as joint controllers nor as controller and processor. Each party determines its own purposes and means of processing following Release.

The Company warrants that it collects and processes Personal Data comprised in Contact Records on a lawful basis, that it maintains a privacy notice accessible to Data Subjects, and that it will respond to requests from Data Subjects concerning its own processing.

From the moment of Release the Client becomes an independent controller of the Personal Data disclosed to it, and shall accordingly:

1. (a)process that Personal Data only for the purposes permitted by clause 11.1;
2. (b)provide the Data Subject with the information a controller is required to give, including the identity of the Client and the source from which the Personal Data was obtained;
3. (c)implement appropriate technical and organisational measures to protect the Personal Data against unauthorised access, loss or disclosure;
4. (d)retain the Personal Data no longer than is necessary for the purpose for which it was obtained, and in any event erase it upon the Data Subject's valid request or upon the abandonment of the transaction;
5. (e)respond in its own name to any request by a Data Subject to exercise rights of access, rectification, erasure, restriction or objection; and
6. (f)notify the Company without undue delay, and in any event within 48 hours, upon becoming aware of any personal data breach affecting Personal Data obtained through the Platform.

Where a Data Subject objects to the Client's processing, or withdraws consent, the Client shall cease processing forthwith and shall notify the Company so that the Contact Record may be withdrawn from the Platform.

The Client shall not transfer Personal Data obtained through the Platform outside the United Arab Emirates save where a lawful transfer mechanism recognised under that legislation is in place.

Each party shall indemnify the other against any administrative fine, penalty or third party claim arising from its own breach of this clause 12, and clause 21 shall not operate to limit liability under this indemnity.

The Client shall conduct every approach to a Data Subject lawfully, courteously and in a manner which does not bring the Company into disrepute.

The Client shall comply with all regulations applicable in the United Arab Emirates concerning unsolicited communications, including any restriction upon the hours during which contact may be made and any obligation to identify oneself at the outset of a call.

Where a Data Subject requests that contact cease, the Client shall cease all contact immediately and shall not resume it on any pretext.

The Client shall not engage in any conduct amounting to harassment, intimidation, misrepresentation or undue pressure, nor shall it approach a Data Subject at their residence without prior appointment.

The Client acknowledges that Data Subjects are frequently in circumstances of financial difficulty and undertakes to conduct itself with the discretion which those circumstances warrant. Repeated complaints from Data Subjects concerning the Client's conduct shall constitute a material breach of this Agreement.

The Client warrants that the funds applied to any Package derive from lawful sources and are not the proceeds of any criminal conduct.

The Company is required to comply with the anti-money laundering and counter-terrorist financing legislation of the United Arab Emirates, and may require such identification, verification and source of funds documentation as it considers necessary for that purpose.

The Client shall provide the documentation described in clause 14.2 promptly upon request, and the Company may decline to credit an Allowance, or may suspend the Account, until it is satisfied.

The Company may refuse to deal, or may cease to deal, with any person who is subject to sanctions imposed by the United Arab Emirates, the United Nations Security Council, or any other sanctions authority whose measures bind the Company.

The Company may make such disclosures to competent authorities as are required of it by law, and is not obliged to inform the Client that it has done so where that would constitute unlawful tipping-off.

The Company is not a real estate broker and does not carry on the activity of brokerage. It does not hold, and does not represent that it holds, registration with the Real Estate Regulatory Agency.

Where the Client intends to broker any property to a third party, rather than to acquire or dispose of it on its own account, the Client is solely responsible for holding the registrations, licences and permissions required of a real estate broker in the Emirate of Dubai.

The Client shall indemnify the Company against any claim, penalty or regulatory sanction arising from the Client's carrying on of any licensable activity without the requisite licence.

No commission, brokerage or introduction fee is payable by the Client to the Company upon the conclusion of any transaction, and the Company waives any entitlement to such a fee which might otherwise arise by operation of law or custom.

Nothing supplied by the Company, whether through the Platform or otherwise, constitutes investment advice, legal advice, tax advice, a formal valuation, a survey, or a recommendation to enter into any transaction.

The Client is responsible for conducting its own due diligence in respect of any property and any counterparty, including title verification, physical inspection, verification of service charge and mortgage status, and satisfaction as to the existence and effect of any encumbrance, and shall take its own professional advice.

Any indication of a discount, whether expressed as a percentage or otherwise, is an arithmetical comparison against the transaction data described in clause 17 and is not a valuation. It does not purport to state the price at which any property could be sold on the open market.

The Client acknowledges that property values may fall as well as rise, that distressed transactions carry particular risks including risks as to title and as to the enforceability of any bargain struck with a party in financial difficulty, and that the Client enters into any transaction entirely at its own risk.

Comparable transaction data made available with a Contact Record is derived from records published by or obtained from the DLD.

The Company does not control that data, does not verify its underlying accuracy, and gives no warranty that it is complete, current or free from error. Registered prices may reflect considerations not apparent from the record, including related-party dealings, portfolio transactions, and consideration given otherwise than in money.

Comparability is a matter of judgement. The Company selects comparables applying criteria it considers reasonable, but the Client should form its own view and should not treat the selection as determinative.

The Client shall not reproduce or redistribute DLD-derived data supplied through the Platform except as reasonably necessary for its internal evaluation of a prospective transaction.

All intellectual property rights in the Platform, in its underlying software, in the compilation and arrangement of Contact Records, and in the Company's name, marks and branding, vest in and remain with the Company or its licensors.

The Company grants the Client a non-exclusive, non-transferable, revocable licence to access the Platform and to use Contact Records Released to it, solely for the purposes permitted by clause 11.1 and solely for the duration of this Agreement.

The Client shall not copy, adapt, reverse engineer, decompile or create derivative works from the Platform save to the extent such restriction is prohibited by applicable law.

Where the Client submits feedback or suggestions concerning the Services, the Company may use them without restriction and without obligation to the Client.

Each party shall keep confidential all information of a confidential nature disclosed to it by the other in connection with this Agreement, and shall not disclose it save to those of its officers, employees and professional advisers who need to know it and who are bound by equivalent obligations.

The obligation in clause 19.1 does not extend to information which is or becomes public otherwise than through breach, which was lawfully in the recipient's possession before disclosure, which is independently developed without reference to the disclosed information, or which the recipient is required to disclose by law or by any competent authority.

The Company may identify the Client as a client of the Company in general terms, but shall not disclose the particulars of any Package, Release or transaction without the Client's written consent.

This clause 19 survives termination for a period of three years, save in respect of information constituting a trade secret, where it survives without limit of time.

The Company warrants that it shall provide the Services with the reasonable care and skill to be expected of a competent provider of comparable services, and that it shall apply the verification standard described in clause 6.1.

Save as expressly set out in this Agreement, and to the fullest extent permitted by applicable law, all warranties, conditions and terms implied by statute, common law or otherwise are excluded.

In particular, the Company does not warrant that:

1. (a)the Platform will be uninterrupted or free from error;
2. (b)any Contact Record will result in a transaction;
3. (c)any Data Subject will act in good faith or will be solvent; or
4. (d)any property will be free from defect, encumbrance or dispute.

The Client acknowledges that it has not relied upon any statement, representation, assurance or warranty which is not expressly set out in this Agreement, and that any projection, illustration or indicative figure published by the Company, including any illustration of transaction outcomes or response rates, is an estimate offered for guidance only and is not a representation as to the results the Client will achieve.

Nothing in this Agreement limits or excludes the liability of either party for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability which cannot lawfully be limited or excluded.

Subject to clause 21.1, neither party shall be liable to the other, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profit, loss of revenue, loss of anticipated saving, loss of opportunity, loss of bargain, loss of goodwill, or for any indirect or consequential loss, in each case however arising.

Subject to clause 21.1, the entire aggregate liability of the Company arising out of or in connection with this Agreement in any period of twelve months shall not exceed the total sums paid by the Client to the Company in respect of Packages during that same period.

The Company shall have no liability in respect of any decision taken by the Client to enter into, to decline, or to withdraw from any property transaction, that decision being one for the Client alone.

The Client shall have no claim against the Company in respect of any loss which would have been avoided had the Client conducted the due diligence contemplated by clause 16.2.

The Client must notify the Company of any claim under this Agreement within twelve months of the date upon which it became aware, or ought reasonably to have become aware, of the circumstances giving rise to it, failing which the claim shall be barred.

The parties agree that the limitations in this clause 21 are reasonable having regard to the sums payable under this Agreement, to the information nature of the Services, and to the Client's ability to insure against, and to conduct its own diligence in respect of, the risks in question.

The Client shall indemnify and hold harmless the Company, its officers and employees, against all losses, liabilities, fines, costs and expenses (including reasonable legal fees) arising out of or in connection with:

1. (a)any breach by the Client of clauses 11, 12, 13, 14 or 15;
2. (b)any claim by a Data Subject arising from the Client's approach to, or processing of the Personal Data of, that Data Subject;
3. (c)any claim by a third party that the Client's use of a Contact Record infringed that third party's rights; and
4. (d)the Client's carrying on of any licensable activity without the requisite licence.

The Company shall notify the Client promptly of any claim in respect of which it seeks indemnity, shall not settle that claim without the Client's consent (such consent not to be unreasonably withheld), and shall permit the Client to conduct the defence of it at the Client's expense, subject to the Company's right to participate through its own counsel.

The Client may terminate this Agreement at any time by written notice to the Company, whereupon clause 23.5 shall apply.

The Company may terminate this Agreement with immediate effect by written notice where:

1. (a)the Client commits a material breach which is incapable of remedy, or which, being capable of remedy, is not remedied within 14 days of written notice requiring its remedy;
2. (b)the Client becomes insolvent, enters liquidation or has a receiver appointed; or
3. (c)the Company is required to do so by law or by a competent authority.

The Company may otherwise terminate this Agreement on 30 days' written notice, whereupon clause 23.5 shall apply.

The Company may suspend, rather than terminate, where suspension is a proportionate response, and shall restore access promptly once the grounds for suspension have ceased.

Upon termination other than under clause 23.2, the Company shall refund to the Client a sum equal to the value of the unexpired Allowance then standing to the Account, calculated at the price per unit paid for it, net of any sums owed by the Client to the Company.

Termination shall not affect any right or liability accrued before the date of termination, nor the continuing operation of clauses 11, 12, 18, 19, 21, 22, 25 and 29.

Upon termination the Client shall cease all use of Contact Records save to the extent necessary to conclude a transaction already in negotiation, and shall erase all Personal Data which it no longer has a lawful basis to retain.

Neither party shall be in breach of this Agreement, nor liable for any delay in performing or failure to perform its obligations, where that delay or failure results from an event beyond its reasonable control, including act of God, war, civil disturbance, act of terrorism, epidemic, governmental restriction, failure of public telecommunications or power networks, or failure of a third party data source.

The affected party shall notify the other promptly, shall use reasonable endeavours to mitigate the effect of the event, and shall resume performance as soon as reasonably practicable.

Where an event of the kind described in clause 24.1 continues for more than 60 consecutive days, either party may terminate this Agreement on written notice, and clause 23.5 shall apply.

A complaint should in the first instance be submitted in writing to the Company at legal@distresy.com, setting out the matter complained of and the outcome sought.

The Company shall acknowledge a complaint within 5 Business Days and shall provide a substantive response within 20 Business Days, or, where the matter requires further investigation, shall explain the reason for the delay and provide a revised date.

Where a dispute is not resolved through the complaints procedure, the parties shall, before commencing proceedings, meet in good faith, whether in person or remotely, in an attempt to resolve it. Neither party is obliged to continue such discussions for more than 30 days.

Nothing in this clause 25 prevents either party from seeking urgent injunctive or interim relief from a court of competent jurisdiction at any time.

Any notice under this Agreement shall be in writing and shall be sent to the Company at legal@distresy.com or to its registered address, and to the Client at the electronic mail address or postal address recorded against its Account.

A notice sent by electronic mail is deemed received at the time of transmission, or, where transmission occurs outside business hours, at the commencement of business on the next Business Day, provided no delivery failure notification is received.

A notice delivered by hand is deemed received upon delivery, and a notice sent by internationally recognised courier is deemed received on the third Business Day after despatch.

The Client shall ensure that the contact particulars recorded against its Account remain current, and shall bear the consequences of any failure to receive a notice occasioned by its failure to do so.

The Client shall not assign, transfer, charge or otherwise deal with any of its rights or obligations under this Agreement without the prior written consent of the Company.

The Company may assign or transfer its rights and obligations to any member of its group, or to any person acquiring all or substantially all of its business or assets, on written notice to the Client.

The Company may subcontract the performance of any of its obligations, but shall remain responsible to the Client for the performance of any subcontractor.

This Agreement, together with the documents referred to in the definition of Agreement, constitutes the entire agreement between the parties and supersedes all prior discussions, correspondence, negotiations and arrangements, whether written or oral, relating to its subject matter.

The Company may amend this Agreement on not less than 30 days' written notice. Where an amendment is materially adverse to the Client, the Client may terminate within that notice period and clause 23.5 shall apply. Continued use of the Services after the expiry of the notice period constitutes acceptance of the amendment.

No failure or delay by either party in exercising any right or remedy shall operate as a waiver of it, and no single or partial exercise shall preclude any further exercise.

Where any provision of this Agreement is found to be invalid, illegal or unenforceable, it shall be severed and the remaining provisions shall continue in full force, and the parties shall negotiate in good faith a replacement provision reflecting as closely as possible the commercial intention of the severed provision.

A person who is not a party to this Agreement has no right to enforce any of its terms.

This Agreement may be executed or accepted electronically, including by the Client indicating its acceptance through the Platform, and such acceptance has the same effect as a signature in manuscript.

This Agreement is made in the English language. Where it is translated into Arabic and any inconsistency arises, the Arabic text shall prevail to the extent required by applicable law, and otherwise the English text shall prevail.

This Agreement, and any dispute or claim arising out of or in connection with it, including any non-contractual dispute or claim, is governed by and shall be construed in accordance with the federal laws of the United Arab Emirates and the laws of the Emirate of Dubai as applicable therein.

The courts of Dubai shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.

Each party irrevocably submits to that jurisdiction and waives any objection on the ground of inconvenient forum.