Terms & Conditions

1. Basis of Contract

1.1 Specification

Our written specification/fee proposal is a description of our services and constitutes our offer to you. This outlines what we will deliver and the applicable fees and, where expressly stated, any estimate of our professional costs. The offer is valid for 30 days from communication. If you require an extension, notify us in writing on or before the expiry date, and we may grant an extension at our discretion.

1.2 VAT

The Fee Proposal is exclusive of VAT. VAT is chargeable at the applicable UAE rate (currently 5%) in accordance with UAE Federal Decree-Law No. 8 of 2017 on Value Added Tax, unless the transaction qualifies for zero-rating or is otherwise outside the scope of UAE VAT (e.g. certain export/overseas transactions). Our Tax Registration Number (TRN) is 104066113200003.

1.3 Acceptance

The offer is accepted by confirming acceptance via email or written response or by signing the Proposal, at which point a binding Agreement shall be formed between the parties, subject to the agreed commencement date.

1.4 Commencement

Acceptance does not imply immediate commencement by TGP Catering & Hospitality. The commencement date is to be agreed by both parties in writing. TGP Catering & Hospitality shall not be obliged to commence the Services until any advance payment or other amount stated as payable prior to commencement has been received in full.

2. Professional Services

2.1 TGP Catering & Hospitality will provide the services, including any deliverables, as set out in the specification and shall exercise reasonable skill, care and diligence in performing the Services.

2.2 We work with consultants who may provide services on our behalf. TGP Catering & Hospitality shall not appoint a consultant unless approved in writing by the Client (such approval not to be unreasonably withheld).

For the avoidance of doubt, TGP Catering & Hospitality shall not be responsible for the acts, omissions or performance of any consultant, contractor or other third party appointed directly by the Client.

3. Provision of the Services

Consultant shall provide the Services to the Client during the Term in accordance with this Agreement, on a non-exclusive basis, and shall be free to provide services to third parties, provided this does not place Consultant in breach of its obligations under this Agreement

The Consultant shall be free to provide the same or similar services to other clients, including clients operating within the same industry or market, provided that in doing so the Consultant does not use or disclose the Client's Confidential Information or otherwise breach its obligations under this Agreement.

4. Charges & Payments

4.1 Payments (General)

All prices are in AED (unless otherwise agreed) and exclude VAT unless stated. The professional fees of other client-appointed consultants are not included in this proposal.

4.2 Staged Payments

We invoice 50% of each stage on commencement of that stage, and initiate work on receipt of payment. The remaining 50% of each stage (and any invoices for Additional Work) is invoiced on completion of the work for that stage. Stages are outlined in the Fee Proposal. Invoices are payable within 14 days of receipt. Any amount unpaid within 14 days will bear interest at the rate of 1.5% per month until paid or, if lower, the maximum rate permitted by applicable law. This provision for interest shall not be construed as authorisation to make payments late. TGP Catering & Hospitality reserves the right to suspend work on the project in the event of late payment, upon written notice to the Client, without liability for any resulting delay, cost or impact on the programme. Any agreed delivery dates shall be extended accordingly.

The Client shall pay all invoices without set off, counterclaim, deduction or withholding except where required by applicable law.

4.3 Expenses

Reimbursable expenses shall include expenditures made in the interest of the project, including but not limited to transportation (business class air travel) and reasonable living and travel expenses in connection with the project. A handling charge of 20% will be added to any disbursements, including items purchased on behalf of the Client at their request, to cover administration costs. This excludes travel expenses but includes items/goods requested to be purchased by the Client.

Where reasonably practicable, material reimbursable expenses shall be subject to the Client's prior written approval.

5. Client Obligations

You agree to:

• Other than as otherwise agreed under Confidentiality terms, allow TGP Catering & Hospitality to use the materials it produces for its own promotional and public relations activity following public launch of the relevant Project and provided that no Confidential Information of the Client is disclosed.
• Allow our photographer, with prior written consent from the brand, onto the premises to photograph the completed project prior to opening/relaunch, or soon after completion.
• The Client shall provide all information, instructions, decisions, approvals, access and materials reasonably required by TGP Catering & Hospitality to perform the Services in a timely manner. TGP Catering & Hospitality shall not be responsible for any delay, additional cost or failure caused by the Client's failure to do so, and any applicable programme or delivery date shall be extended accordingly.

6. Intellectual Property

6.1 TGP Catering & Hospitality owns all intellectual property rights (including copyright) relating to the material it produces and all methodologies, know-how, templates, processes, concepts, tools and other intellectual property owned, created or developed by TGP Catering & Hospitality independently of the Project ("Consultant Background IP").

6.2 Subject to payment in full of all amounts due under this Agreement, TGP Catering & Hospitality grants to the Client a non-exclusive, royalty-free licence to copy and use any materials prepared by or on behalf of TGP Catering & Hospitality for solely for the purposes of the Project.

The licence does not transfer ownership of the Consultant Background IP or any other intellectual property of TGP Catering & Hospitality.

6.3 TGP Catering & Hospitality shall not be liable for use of the materials for any purpose other than that for which they were prepared and/or provided or for any modification of such materials made without TGP Catering & Hospitality's prior written approval.

6.4 All rights and licences granted to the Client under this Clause 6 are conditional upon TGP Catering & Hospitality receiving full payment of all fees, expenses and other sums due under this Agreement. Until such payment is received, no licence to use the relevant deliverables shall take effect.

7. Confidentiality

7.1 Each party undertakes that it shall not, at any time during this Agreement and for a period of five years after termination, disclose to any person any confidential information, except as provided in 7.2 below. Confidential information means all information disclosed whether before or after the date of this Agreement, including information relating to the business operations of the parties, fee proposals, pitch documents, designs and other information of a confidential nature. Such information shall be used solely for the purpose for which it was provided, and upon conclusion or termination of this Agreement, shall be returned to the disclosing party or destroyed if so requested.

The confidentiality obligations shall not apply to information which is or becomes publicly available other than through breach of this Agreement, was lawfully known to the receiving party prior to disclosure, is lawfully received from a third party without restriction, or is independently developed without reference to the Confidential Information.

7.2 Each party may disclose confidential information only to employees, officers and representatives who need to know such information for the purposes of the Agreement and who are subject to appropriate confidentiality obligations, to its professional advisers, or as required by law or court order.

8. Change Control

8.1 Additional services: Where services additional to the specification are requested by the Client, where changes to the specification are requested, where it is necessary to vary the specification due to a change in law, or where we are required to provide work outside the scope of the specification to resolve disputes connected with the project — in each instance, these will be considered Additional Services. Additional Services are not provided for in the fee proposal and are the liability of the Client.

8.2 Wherever possible, we will provide an outline of requested/required Additional Services and an indication of fees for Client approval. Failure to approve the indicated fee may result in termination of this Agreement. Client approval shall be given in writing.

TGP Catering & Hospitality shall have no obligation to commence any Additional Services until the scope, fees and, where applicable, programme for such Additional Services have been agreed in writing.

Additional Services shall be subject to all terms and conditions of this Agreement unless otherwise expressly agreed in writing.

9. Limitation of Liability / Insurance

9.1 Nothing in this Agreement shall limit or exclude TGP Catering & Hospitality's liability for death or personal injury caused by its negligence, or for any other liability that cannot be limited or excluded under UAE law.

9.2 TGP Catering & Hospitality shall under no circumstances be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of goodwill, profit, revenue or anticipated savings, or any indirect consequential or special loss arising from any act or omission of TGP Catering & Hospitality.

9.3 Subject to Clause 9.1, TGP Catering & Hospitality's total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total professional fees paid or payable to TGP Catering & Hospitality for the Services giving rise to the claim.

The limitations and exclusions contained in this Clause 9 shall apply to the fullest extent permitted by applicable law.

9.4 TGP Catering & Hospitality and its consultants appointed by it, where appropriate having regard to the nature of their services, shall maintain adequate insurance cover with reputable insurers as reasonably appropriate to the Services being performed.

9.5 Client-appointed consultants will provide evidence that their own insurance coverage has been arranged. The liability of any such consultant in respect of damages caused to the Client shall not be linked to the amount of that insurance, nor limited by the requirements of this clause.

10. Termination

10.1 Without affecting any other rights or remedies available, either party may terminate the Agreement by giving the other party 30 days' notice. In the event of termination, full payment shall be made for services performed up to the termination date, including approved reimbursable expenses and any non-cancellable commitments or costs reasonably incurred by TGP Catering & Hospitality in connection with the Services prior to the effective date of termination.

10.2 Either party may terminate the Agreement with immediate effect by written notice if:

• The other party commits a material breach of this Agreement and, where the breach is remediable, has not remedied it within 14 days of receiving written notice; or
• The other party goes into receivership/liquidation, or there is a change in ownership/control.

10.3 The Client may terminate the Agreement with immediate effect by written notice if the Client's premises are damaged, other than superficially, by fire or any other cause. In such event, full payment shall be made for services performed up to the termination date, including reimbursable expenses.

10.4 TGP Catering & Hospitality may suspend performance of the Services or terminate this Agreement by written notice where the Client fails to pay any undisputed amount by its due date and fails to remedy such non-payment within seven (7) days after receiving written notice requiring payment.

10.5 Termination or expiry shall not affect any rights, remedies, obligations or liabilities accrued prior to the effective date of termination. Clauses which by their nature are intended to survive termination, including Intellectual Property, Confidentiality, Limitation of Liability, Payment and Governing Law and Jurisdiction, shall survive termination or expiry.

11. Restrictive Covenant

The Client agrees and covenants with TGP Catering & Hospitality that the Client will not, for a period of 12 months after termination of the Agreement, offer to employ or engage, or otherwise endeavour to entice away, any employee or director of TGP Catering & Hospitality.

12. General Terms

12.1 Interpretation: Captions and headings throughout this Agreement are for convenience and reference only and shall not affect its interpretation.

12.2 Force Majeure/Delays: TGP Catering & Hospitality shall pursue performance of the Services with due diligence; however, neither party shall be liable for loss or damage arising from delay or non-performance due to causes beyond their reasonable control. Where such delay occurs, the time for performance shall be extended as reasonably necessary, and the affected party shall promptly notify the other in writing of the nature, cause and anticipated date of resolution.

12.3 Entire Agreement: This Agreement represents the entire understanding between the parties relating to the services and supersedes any prior agreements, written or oral. Where any other document conflicts with the terms of this Agreement, this Agreement shall govern.

12.4 Variation: No amendment or modification to this Agreement, or waiver of its provisions, shall be effective unless in writing and signed by both parties.

12.5 Notice: Any notice under this Agreement shall be in writing (including email) and deemed given and received when delivered.

12.6 Third Party Rights: Unless expressly stated otherwise, this Agreement does not confer any rights on third parties.

12.7 Governing Law: This Agreement, and any dispute or claim (including non-contractual disputes) arising out of or in connection with it or its subject matter, shall be governed by and construed in accordance with the laws of the United Arab Emirates, as applicable in the Emirate of Dubai (including, where relevant, the laws applicable within Expo City Dubai as a free zone jurisdiction).

12.8 Jurisdiction: Each party irrevocably agrees that the courts of Dubai shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims), unless the parties expressly agree in writing to refer disputes to arbitration or to another specified forum (e.g. DIFC Courts).