The agreement between the entity or individual listed above (“Customer”) and Hunza Global Ventures LLC (“Company”) is comprised of this rental agreement form and attached FloWater General Rental Terms and Conditions (this “Agreement) and is entered into as of the last date listed below. By signing this Agreement, (i) Customer hereby accepts and agrees to be bound by the terms of this Agreement, including the attached FloWater General Rental Terms and Conditions and (ii) the individual signing the Agreement hereby represents and warrants that he or she has the authority to do so on behalf of the Customer.
General Rental Terms & Conditions
1. Delivery & Installation
a. Company shall deliver the FloWater Refill Station (“FW RS”) to Customer in the manner set forth in the Rental Agreement Form and confirmed with Customer in advance. We will make commercially reasonable efforts to deliver the FW RS within the timelines estimated in the form
b. It is understood that all scheduled shipment dates and estimated shipment dates are estimates only. We’ll make reasonable efforts to meet the scheduled shipment dates, but in no event will we be liable for any loss, damage, or penalty resulting from any delay in shipment or delivery.
c. Initial installation of the FW RS shall be performed by the Company, or an authorized agent of Company, or an authorized representative of the customer at Customer’s premises. A representative of Customer must be present during installation.
d. Client is responsible for any permanent changes to infrastructure and for the integrity of the water supply pipe up to the connection with sufficient operating pressure.
2. Equipment/FloWater Refill Station Use
a. The Customer will make best efforts to ensure the space in front of FW RS in each location at which the FW RS(s) is installed is easily accessible, free of debris and other items that interfere with the visibility or utility of the FW RS e.g., signage, billboards, and structures.
b. The customer will ensure that the location the FW RS is under 24/7 CCTV surveillance within regulatory requirements to ensure safety of the equipment at all times to subsequently ensure availability of the footage in case if required.
c. The customer will make best efforts to ensure that the company can deploy marketing material to educate the customer about the FW RS and enhance the user experience.
d. Any FW RS relocation must be performed by the Company or an authorized representative of the Company. Customer shall not make any alterations, additions, or improvements to the FW RS without prior consent of Company
e. Malfunctions: Customer is to immediately notify the Company upon becoming aware of any FW RS not performing in accordance with its normal functionality. The Company will send a technician to investigate the failure and/or repair the FW RS within a commercially reasonable period following receipt of notification.
f. If any instances arrive where a service call is required due to a defect not related to normal use of the Refill Station or manufacturing defect, AED 175/hour for FloWater technician and parts & consumables will be charged per service call based on the services required.
g. Access: Upon Company’s request, Customer will make FW RS available and accessible to Company to service, maintain, and otherwise address issues associated with the installation, maintenance, and monitoring of the equipment including providing Company access to Customer facilities and Locations.
h. Damages to the Equipment: In case of any damage to the FW RS, Customer shall notify the Company in writing to arrange an inspection and impact assessment. Any repairs charges from the damages done to the FW RS deployed should be borne by the Customer in full as per the assessment and advice of the Company.
3. Payment Terms
a. First payment shall be made by the Customer within 30 days from the date of first invoice to the Company.
b. First invoice will be issued on the date of delivery and installation of FW RS at the Customer’s premises.
b. Subsequent payments shall be made by the Customer within 30 days from the date of issuance of invoices which will be set at after every 6 months from the first invoice issue date. This means the billing cycle is every 6 months.
c. Payment must be made within 30 days of issuance of the invoice.
d. Invoices will be issued twice a year for every six-month period. In total 6 invoices shall be issued during the 36 months contract period, which will be evidenced in the LPO from the Customer.
e. Company reserves the right to apply a late payment charge of 10% of invoice value for late payment unless otherwise agreed in writing with a reasonably acceptable issue agreed with the Company. The late payment surcharge invoice will be shared with the next billing cycle invoice.
f. If the Customer fails to pay any amount due under this agreement on the due date and remains in default not less than thirty (30) days after being notified in writing to make such payment the company retains the right to immediately terminate the agreement and charge the equivalent of the remaining contract term / period’s total outstanding rent.
4. Title to FW RS during Rental Period
a. Company grants to Customer an exclusive, nontransferable, revocable right to use the FW RS within installed Customer’s location , solely for the purpose of use for the Company and only for the duration of the Rental Period. Customer shall not sublicense the right to use the FW RS or transfer the FW RS to a third party.
b. Customer shall not alter or modify the FW RS in any way, including but not limited to reverse engineering the FW RS, decompiling the FW RS or disassembling the FW RS.
c. Should Customer choose to purchase the FW RS from Company, terms and conditions for such purchase shall be issued by the Company to the Customer.
d. Risk of Loss; Upon Delivery of the FW RS to Customer, Customer shall assume and shall bear the entire risk of loss and damage to the FW RS (Other than ordinary wear and tear from proper use and/or defects in the FW RS existing at the time of delivery).
E. FW RS shall remain the sole property of the Company before, during and after the agreed rental period unless the Customer wants to purchase the units at an agreed price.
5. End of Rental Period
a. Following the expiry of the Rental Period, the Customer will participate in feedback discussions with the Company with respect to the operation and performance of the FW RS. The Customer will provide the Company with a letter of reference expressing the Customer’s satisfaction with the FW RS and the Company’s services (if applicable). The customer will make available copies of any survey data undertaken relating to the FW RS during the Rental Period; and allow the Company to retain and use any data collected during the Rental Period, on a no names basis, without paying a fee to use such data, for the purpose of further commercially and technically validating the FW RS as may be reasonably required by the Company.
b. If the Customer elects to continue using the FW RS in accordance with clause, the parties acknowledge and agree that they will work together in good faith to negotiate an outright purchase or long-term rental agreement for FW RS and a new purchase order will be issued by the Customer for renewal/purchase.
c. If Equipment Return: Upon expiration or termination of this Agreement, Customer will release the FW RS to company at the location at which such FW RS was installed and/or delivered by Company to Customer in the same condition and working order as of the date Customer executed the Delivery & Acceptance Certificate ( ordinary wear and tear from proper use expected). At Company’s request, Customer will grant access the Customer facility or Location to allow Company to remove the equipment.
6. Termination prior to Rental Period
a. The Company can uninstall the FW RS and terminate this Agreement immediately by giving the Customer written notice in any of the circumstances where the Customer breaches the Customer’s obligations under this Agreement and customer will be charged the equivalent of the remaining contract term / period’s total outstanding rent.
b. If Customer wants to return any FW RS within the Rental Period and/or cancel the agreement prior to completion, the Customer can do so by paying the rent for the equivalent of the remaining contract term / period’s total outstanding amount and Company shall schedule the return of the Product(s) in accordance with its business demands and available work force.
This Agreement is strictly confidential and may not be disclosed by either party to any third party.
8. Health and Safety
a. Whilst the Company will provide initial training and ongoing support to the Customer, its employees and representatives, the Customer is responsible for all health and safety relating to the persons who are operating the Equipment.
b. The Customer must comply with all applicable health and safety legislation and all applicable regulations, advisory standards and codes of practice.
c. The Customer must maintain adequate public liability insurance during the Rental Period.
Customer will indemnify, defend and hold the Company harmless from and against any and all claims, actions, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and expenses, arising out of or resulting from any bodily injury (including death) or damages to tangible property suffered by a third party to the extent proximately and proportionately caused by any willful misconduct or negligent act or omission of the Customer, its employees or agents, in connection with this agreement.
10. Use of Customer Logo
Notwithstanding the above, should Customer choose to purchase/rent the FW RS from Company, Customer hereby grants to Company the right to use Customer’s name and Logo to welcome Customer on social media and indicate that Customer is a client of Company. If desired customer will provide Company with its reasonable trademark usage guidelines, and Company’s use of such customer logo will be in accordance with such guidelines. The Company also grants to Customer the right to use Company’s name and Logo to welcome Company on social media and indicate that Company is a supplier of Customer. Company will provide Customer with its reasonable trademark usage guidelines, and Customer’s use of such Company logo will be in accordance with such guidelines.
11. General Provisions
a. Governing Law: The agreement is governed by the laws of Dubai, United Arab Emirates and the parties will submit to the non-exclusive jurisdiction of the courts of Dubai, United Arab Emirates.
b. Severability: If any part of this Agreement is found to be invalid or unenforceable, the remainder of the Agreement will remain in full force and effect.
c. Amendment: This agreement can only be modified by a written amendment signed by both parties. This agreement may be executed in counterparts. Fax or electronic versions of Customer or Company signatures will be binding upon each party.
d. Possession and Control of Premises: Customer represents that it is the legal owner or lawful tenant of each Location. Customer represents and warrants there are no restrictions or agreements with any person or entity that restrict or interfere with the Equipment or its servicing at any Location(s) during the term of this Agreement.
e. Costs: Except as expressly stated otherwise in this agreement, each party must pay its own legal and other costs and expenses associated with preparing, executing and performing its obligations under this agreement.
f. Further acts: Each party must promptly do whatever the other party reasonably requires of it to give effect to this agreement and to perform its obligations under it.
10. Assignment: Customer may not assign this Agreement, or any rights or obligations hereunder without prior written consent of FloWater. FloWater may, at its discretion, sell, transfer, encumber, or assign all or part of its interests in the Equipment and/or this Agreement, in full or in part. Any assignee of FloWater will have all of FloWater’s rights and benefits but none of its obligations.
11. Force Majeure: Neither Party shall be liable for failure to perform caused by extreme weather, act of God, war, or other unforeseen event of extreme magnitude that could not have been reasonably anticipated and beyond the Party’s control.
12. Limitations of Liability: in no event will either party be liable to the other party for any indirect, incidental or consequential damages or for any loss of profits, revenue, data, business, premises, life, premises, equipment, furniture, infrastructure been advised of the possibility of such damages. In no event will Flowater’s total liability under this agreement exceed the total value of the agreement as stated in the purchase agreement form.