Lease Rental & Payment Terms

The Lessee shall pay monthly charges for the Vehicle(s) at the Lease Rental specified in Schedule 2. The Lease Rental shall be payable from the date when the Vehicle(s) is/are delivered to the Lessee as per the date mentioned in Schedule 3 of this Agreement.

The Lease Rental shall be payable in advance at the 1st day of each month of the Lease Term.

If the Lessee makes a delay of more than five (5) days for making payment of the Lease Rental, AL MASAOOD shall be entitled, without prejudice to any other remedies that it may have under this Agreement or by law and justice, to charge late payment fee on the outstanding amount of the Lease Rental at the rate of 5% per month from the date on which the outstanding amount was due until the time that it is fully paid.

The Lessee shall make payment of the Lease Rental by any of the following methods: a) by cash;b) by a bank cheque; c) by credit card; or d) by debit card.

The Lessee Rental shall be payable irrespective of whether the Vehicle(s) is/are in operation or undergoing repairs or maintenance and no loss or damage to the Vehicle(s) shall in any way whatsoever derogate from or affect all or any of the obligations of the Lessee in this Agreement, including but not limited to the payment of the Lessee Rental, which shall at all times continue to be paid by the Lessee and remain of full force and effect.

The agreed amounts payable under this Agreement are exclusive of any applicable taxes (including VAT, sales tax, insurance tax etc.), tariffs surcharges or other like amounts assessed by any governmental entity arising as a result of the provisions of this Agreement.

The Lessor shall issue a Tax Invoice to the Lessee showing the correct amount of VAT applicable at the prevailing rate. The Lessee shall pay the applicable VAT amount to the Lessor, upon receipt of a Tax Invoice.

All future UAE Government taxes will be charged additionally with the forthcoming invoices, in accordance with the UAE Government directions and from the date it comes in force.

Security Deposit

The Lessee shall be committed, upon the Vehicle(s) delivery time, to submit to the Lessor a security deposit as a guarantee of proper performance of the Agreement's conditions (the “Security Deposit”). The Security Deposit shall be an amount to be blocked from the Lessee’s credit card. Cash, cheques and debit cards are not accepted as Security Deposit. The Lessor shall determine and confirm the amount of Security Deposit at the time of Vehicle(s) delivery. If the Security Deposit is not provided, the Lessor reserves the right to refuse the rental.

The Security Deposit shall be refundable at the end of the Lease Term, unless deductions, fines or additional costs are due from the Lessee, as a result of its violation to Agreement's conditions. The Lessee shall be liable to agree for the Lessor to retain the same Security Deposit if both parties agree to renew the Lease Term.

In the event that the Lessee fails to make any of the payments required to be made by it under the Agreement, or fails to perform any of its obligations herein, the Lessor shall keep all rights after notifying the Lessee to deduct any due amounts from Security Deposit. The Lessee’s right to object to the same later on or to claim the Lessor for any kind of claims shall be forfeited.

In case the Security Deposit is not sufficient to fulfill any due liabilities from the Lessee to the Lessor by virtue of this Agreement, the Lessor shall be committed to pay the variance beyond any due amounts exceeding the value of the Security Deposit in the Lessor’s possession after notifying the Lessee of payment. Within one week of being notified of the same, the Lessee shall be committed to reimburse any amounts deducted from the Security Deposit to replenish it to equal the amount determined by the Lessor at the time of Vehicle(s) delivery. Failing which shall be deemed as a violation to this Agreement.

Registration

AL MASAOOD at its expense shall, during the Lease Term,ensure that the Vehicle(s) is/areregistered and licensed by the concerned authorities, in accordance with applicable laws and regulations.

If the Vehicle(s) registration is required to be renewed during the Lease Term, AL MASAOOD shall ask the Lessee, no less than fifteen (15) days before the expiration of the registration, to return the Vehicle(s) for completion of registration formalities. Any liability, fines and/or penalties imposed on AL MASAOOD on account of the Lessee’s failure to return the Vehicle(s) in time for registration purposes, shall be borne solely by the Lessee. During the time that the Vehicle is returned to AL MASAOOD for registration renewal purposes, the Lessee shall be entitled to the use of a replacement vehicle. Upon completion of the registration formalities, AL MASAOOD shall return the Vehicle(s) to the Lessee and the Lessee shall return the replacement vehicle to AL MASAOOD.

Prohibited Usage

The following uses of the Vehicle(s) shall be prohibited:

• The person driving the Vehicle(s) is/are not the Lessee, or any person described in clause 5.1.1, or does not hold a valid UAE driving license, or, if applicable, has not held any other country’s full driving license for at least one (1) year.
• The Lessee sublets, transfers or relinquishes possession of any of the Vehicle(s).
• The Vehicle(s) is/are used for carrying persons or property for hire.
• The Vehicle(s) is/are used for propelling or towing away any vehicle or object in any test, race contest or competition or for any reason.
• The Vehicle(s) is/are used in violation of any traffic, customs or other regulations.
• The Vehicle(s) is/are driven by any person who’s under the influence of alcohol, drugs, narcotics or any other substance impairing the driver’s consciousness or ability to react.
• The Vehicle(s) is used off road,except office site(s).
• The Vehicle(s) is/are used for motor sports.

(Together the above uses are referred to as the Prohibited Uses)

The Lessee shall be responsible for any damage or loss incurred in the Vehicle(s) on account of the Prohibited Uses.

The Lessee shall not, without the prior written consent of the Lessor, operate, or permit the use of the Vehicle(s) outside the territory of the United Arab Emirates (“Territory”)

Insurance

AL MASAOOD shall at its own expense provide a comprehensive insurance policy (the Policy), with/without Personal Accident Benefit (“PAB”), for the Vehicle(s) covering the Territory of the UAE, throughout the Lease Term. A copy of the insurance Policy shall be provided to the Lessee who shall become familiar with the Policy and comply with all its terms and conditions.

The extent of the cover provided by the Policy in respect of bodily injury or death to a third party or in respect of property damage suffered by a third party arising out of an accident involving the Vehicle(s) shall be in accordance with the applicable laws of the UAE and the extent of the cover provided by the Policy.

In the event of any breach by the Lessee of any of its obligations under this clause 4 and such breach results in the insurance policy being repudiated or invalidated then the Lessee shall be liable for and indemnify the Lessor for any loss, damage and or injury (as the case may be) to the Vehicle(s), any third party or third party property.

If the Policy has PAB cover, the extent of the cover provided by the Policy in respect of bodily injury to the driver of the Vehicle(s) arising out of an accident involving the Vehicle(s) shall be unlimited and for death to the extent while any next of kin traveling with the driver at the time of the said accident shall be covered Unlimited for bodily injury to the extent for death per seat.

The Lessee shall notify the Lessor within 24 (twenty four) hours of the occurrence of any accident involving the Vehicle and shall provide the Lessor with the relevant police report and police repair slip, failing which the Lessee shall assume full liability for and indemnify the Lessor against any and all losses, damages and claims arising out of the said accident.

The Lessee will be responsible for payment of the first AEDXXX (the Excess Insurance Charge) in respect of any insurance claim relating to damage including Unknown damage(s) to the Vehicle(s). However, only in circumstances where the Lessee provides an accident report from the police clearly indicating that the known third party was at fault for the occurrence which led to the insurance claim, shall the Excess Insurance Charge be waived.

Both in the case of any sort of accident to the Vehicle(s), or in the eventuality of its total loss, a police report must be obtained and it is the sole responsibility of the Lessee to obtain such a police report. If no police report is obtained by the Lessee then:

• in the case of a Vehicle(s) which has suffered any accident, the Lessee shall be responsible for: i) obtaining police permission for the repairs and for the cost of such repairs; ii) all other liabilities or costs, including third party costs, which may have been incurred as a result of the accident which caused the damage; and iii) continuing to make payments of the Lease Rental;
• in the case of a Vehicle(s) which is a total loss, the Lessee shall be responsible for all liabilities and costs arising out of the total loss of the Vehicle(s), including but not limited to, the cost of the Vehicle(s) as per the Policy.

If a police report has been obtained by the Lessee as per clause 4.5, AL MASAOOD shall provide the Lessee with a replacement vehicle, the make and model of which shall be decided by it at its discretion. Upon completion of repair to the Vehicle(s) and its return to the Lessee, the Lessee shall return the replacement vehicle to AL MASAOOD.Provided, that in the case of a Vehicle(s) which is a total loss, AL MASAOOD shall, subject to clause 7.1, not be liable to provide the Lessee with a replacement vehicle unless and until the final police report has been provided to AL MASAOOD by the Lessee. Until the final police report is provided to AL MASAOOD, the Lessee shall be liable to make payments of the Lease Rental.

The insurance cover provided by the Policy for the Vehicle(s) shall not be applicable in the following cases:

• in respect of the Prohibited Uses; and,
• in respect of any property left, stored, loaded or transported in, upon or by the Vehicle(s).

Driver

The Lessee warrants and undertakes that:

• The Vehicle(s) shall be driven within the territory of the UAE (“Territory”) by the Lessee or, if applicable, by its employees, nominees and agents holding a valid UAE driving license. The Lessee is required to provide AL MASAOOD with a list and a monthly update of the driver(s) who will be driving the Vehicle(s) together with a photocopy of their current and valid UAE driving license, and a photocopy of their Emirates ID.
• The driver(s) of the Vehicle(s) is/are twenty two (22) years of age or above and hold a valid UAE driving license, or, if applicable, have held any other country’s full driving license for at least one (1) year.
• The Lessee, in its personal capacity,fully and irrevocably declare its liability,jointly and severally, with any of the Vehicle(s) driver(s) for executing the terms and conditions of this Agreement and for the payment of any due amounts hereof, regardless of whether the vehicle(s) is/are driven by the Lessee personally or by any other driver, as stated above.

Repairs & Maintenance

AL MASAOOD shall provide full maintenance, repairs and servicing of the Vehicle(s), in line with the specified service schedule provided to the Lessee with the Vehicle(s) (the “Service Schedule”) and as specified by the manufacturer. Should the Lessee fail to make available to AL MASAOOD the Vehicle(s) for servicing in accordance with the specified Service Schedule, the Lessee shall be fully responsible for any resultant damage or loss suffered by the Vehicle(s).

The tyres of the Vehicle(s) will be replaced by AL MASAOOD, as necessary in its discretion, on account of normal usage, subject to a maximum of one replacement set of tyres every 60,000 kilo meters if applicable. Tyre replacement necessary as a result of the Lessee’s negligence will be at the Lessee’s expense and in such circumstances a replacement vehicle shall not be provided by AL MASAOOD to the Lessee, until the new tyres are fitted.

The Lessee shall not do, consent or agree to any act or omission which invalidates or may invalidate the manufacturer’s warranty on the Vehicle(s).

Any costs for maintenance/repairs/servicing of the Vehicle(s) which are attributable to the negligence or misconduct of the Lessee, shall be assumed by the Lessee and to his account.

It is the Lessee’s responsibility to ensure that the servicing of the Vehicle(s), such as; oil, water, other fluid levels, tyre pressures and other minor consumables of the Vehicle(s) are regularly checked and kept at the levels specified in the Service Schedule. Failure to carry out these verifications could result in damage to the Vehicle(s), in which case the Lessee will be responsible for all repair costs incurred.

Replacement Vehicle

Save where it is stated otherwise in this Agreement, AL MASAOOD shall provide the Lessee with a suitable / equivalent replacement vehicle, the make and model of such vehicle to be decided at its discretion, for the duration of maintenance, servicing and repairs of the Vehicle(s). For the avoidance of doubt, it is reiterated that a replacement vehicle for any damaged Vehicle(s) will only be supplied following the submission of a police report.

No replacement vehicle shall be provided if the repair & maintenance of Vehicle(s) is necessary on account of the occurrence of any one or more of the Prohibited Uses.

The Lessee shall be responsible for the cost of the fuel used while driving the replacement vehicle.

AL MASAOOD shall not be required to provide the Lessee with a replacement vehicle where the Vehicle(s) is returned to AL MASAOOD for general service on or immediately preceding a weekend or a public holiday.

No replacement vehicle shall be providedif the Vehicle(s) is/ areconfiscated or if the Vehicle(s) is/ are required for confiscationby any competent authority.

For the avoidance of doubt, the Lessee’s use of any replacement vehicle shall be subject to same terms and conditions as its use of the Vehicle(s).

Traffic Violations

The Lessee shall be responsible for all offences and violations, including but not limited to traffic violations, involving the Vehicle(s). Fines or other expenses incurred by the Lessee during the Lease Term shall be paid by the Lessee irrespective of any time delays of notification to AL MASAOOD by the concerned authorities. A service charge of 10% will be applied by AL MASAOOD on each fine payable by the Lessee for the Vehicle(s) or a replacement vehicle.

In the event that the Lessee or any of the Vehicle(s) driver(s(commits any offence or violation that requires the Vehicle(s) to be confiscated by the Traffic and Patrols Directorate or by any other governmental department, agency or entity such as the Department of Municipalities and Transport, or the Municipality; AL MASAOOD shall thereafter send three notifications to the Lessee to hand over the Vehicle(s) for confiscation by concerned authority.Should the Lessee fail to respond and refuse to hand over the Vehicle(s);AL MASAOOD shall report the Vehicle(s), andthe Lessee may not object to the same subsequently or request a replacement vehiclethroughout the Vehicle(s) confiscation period and its right of the same shall be forfeited.

The Lessee finally and irrevocably declare that AL MASAOOD has full right to transfer all violations traffic black points which are recorded in the Lessee’s traffic files and to thevehicle(s)records at the Traffic and Patrols Directorateor at any othergovernmental department, agency or entity. The Lessee undertakes to cooperate with AL MASAOOD, and it fully authorizes AL MASAOOD to carry out these procedures on its behalf before the competent authority.

Salik Charges

The Salik tag will be provided on the Vehicle (s) or the replacement vehicle(s) by AL MASAOOD. Any Salik charge will be charged to the Lessee’s account with service charge of 10% per toll crossing of the Salik tag.

Title

Full legal title to the Vehicle(s) and ownership shall remain with AL MASAOOD throughout the Lease Term. The Lessee undertakes to keep the Vehicle(s) free of and clear from all liens, encumbrances, attachments and other judicial processes from every cause whatsoever.

Termination

At any time during the Lease Term,the Lessee may terminate this Agreement by giving fifteen (15) days written notice of the same to AL MASAOOD. Upon returning the Vehicle(s) to AL MASAOOD, the Lessee shall be liable to pay all outstanding payments of the Lease Rental, as well as a cancellation charge that shall be calculated as under for the said Vehicle(s).

AL MASAOOD shall have the right to terminate the Agreement in the following circumstances:

• if the Vehicle(s) is declared as a total loss, in which case no cancellation charge shall be levied on the Lessee;
• in the event that the Lessee fails to make any of the payments required to be made by it under the Agreement, or fails to perform any of its obligations hereunder, and where such default continues for a period of fifteen (15) days following the date of a written notice thereof issued by AL MASAOOD to the Lessee. Following such termination of the Agreement, AL MASAOOD shall have the right to recover the Vehicle(s) being used by the Lessee, without the need to make a demand or give notice and without having to obtain a court order or take any other legal proceedings in this regard. The Lessee acknowledges this right of AL MASAOOD to recover the Vehicle(s) and it waives any and all damages incurred by it on account of such recovery of the Vehicle(s) by AL MASAOOD.

Notwithstanding the foregoing, this Agreement may be terminated by either Party at any time, if the other Party becomes insolvent, is subject to a petition in bankruptcy filed by or against it or is placed under the control of a receiver or liquidator or a committee of its creditors or applies for or is the subject of winding up proceedings.

Renewal

Unless terminated earlier as per clause 11 above, this Agreement shall be deemed to be renewed automatically on the same terms and conditions on the expiry of the Lease Term and shall subsist till Lessee either returns or replaces the Vehicle/s with new one/s to the AL MASAOOD.

Indemnity

The Lessee shall indemnify AL MASAOOD and keep AL MASAOOD harmless and indemnified against all losses (including loss of profits), costs, expenses, claims, proceedings, damages and all other liabilities suffered or incurred by AL MASAOOD, directly or indirectly, as a result of:

• A breach of or failure of the Lessee to comply with its obligations under this Agreement or any other terms and conditions of this Agreement;
• The imposition of any fines or penalties in respect of the Vehicle(s), including but not limited to traffic violations; and
• The impoundment or confiscation of the Vehicle(s) by any competent authority in connection with any of the matters referred to in this Agreement or for any other reason within the control of the Lessee.

Identification Marks

The Lessee is authorized to place any identification marks it deems necessary or desirable on the Vehicle(s) and any such marks should be added in such a way that they can be easily removed without affecting the Vehicle(s)’ exterior or interior condition or causing it any damage. The Lessee is responsible for obtaining the necessary permit(s) from the authorities concerned in respect of such identification marks and to pay any fees or charges related to obtaining such permit/s. Placement and removal of such marks shall be at the Lessee’s expense. Upon expiry or termination of the Agreement, the Lessee shall be required to remove the identification marks at its own expense and cost.

Condition of the Vehicle(s)

Upon expiry or termination of this Agreement the Vehicle(s) shall be returned to AL MASAOOD in a fit condition, namely that the condition of the Vehicle(s) is compatible with its age and the mileage recorded by it and that the interior and exterior of the Vehicle(s) is clean and free of any damage, blemishes, stains, marks, etc, as indicated in the checklist, attached as Annex . In case the Vehicle(s) is not in such a fit condition, the Lessee shall pay for repairs to the Vehicle(s) as per the estimate given by AL MASAOOD. The Lease Rental for the Vehicle(s) will continue to be charged to the Lessee during the period when the Vehicle(s) is undergoing such repairs or awaiting approval of the same.

Assignment

The Lessee shall not assign, sublet or lease the Vehicle(s) to any other person for any reason whatsoever.

Force Majeure

Neither Party shall be liable for delays or other nonperformance of its obligations under thisAgreement which is caused by such events as, but not limited to; fires, telecommunications or utility or power failures, equipment failures, labor strife, riots, war or other causes over which the relevant Party has no reasonable control.The occurrence of an event of force majeure, which is continuing for more than thirty (30) days, shall constitute a material breach by the Lessee of its obligations herein. Upon the occurrence of any event of force majeure and at any time thereafter so long as the same shall be continuing, the Lessor may, at its option, by written notice to the Lessee, declare this Agreement to be in default and terminated, at any time thereafter, so long as the Lessee have not remedied all outstanding obligations.

Entire Agreement

This Agreement embodies the entire agreement between the Lessee and AL MASAOOD relating to the Vehicle(s) and the Parties shall not be bound or be liable for any statement, representation, promise, inducement or understanding of any kind or nature relating to the Vehicle(s) which is not set forth or provided for herein. No changes - amendments or modifications of any of the terms or conditions of this Agreement shall be valid unless recorded in writing and signed by both Parties.

Governing Law and Jurisdiction

This Agreement shall in all respects be governed by and be construed and interpreted and take effect in accordance with the laws of the Emirate of Abu Dhabi of the United Arab Emirates and the Parties hereto irrevocably submit to the exclusive jurisdiction of the courts of Abu Dhabi.

This Agreement is considered as an executive bond and therefore, the Lessor shall be fully entitled to take all necessary execution proceedings against the Lessee in the event that the Lessee breaches any of its obligations under this Agreement or delays orfails to make any of the payments required to be made by it under the Agreement, including taking precautionary procedures.