SERVICE AGREEMENT

UAE, Dubai
Date: 7th February 2024
This services agreement (hereinafter Agreement) is made between on the 7th February 2024 by and between BAB AL SHAMS
RESORTS place of business P.O. Box ______________________ in Dubai U.A.E. registered under commercial license no.
___________________________________ (hereinafter referred to as the Hotel)
And

PVG Trading LLC, a Limited Liability Company incorporate in Dubai, registered under commercial license 1024490
having its principal place of business at: office 7th Floor, Festival Tower, Festival city, Dubai – U.A.E. (hereinafter referred to
as the Service Provider).

Each a Party, together the Parties.

1. DEFINITIONS
Unless the context otherwise requires, the following terms used in this Agreement have the following meanings:
1.1. Data Protection Legislation - To the extent applicable, the UAE Data Protection Law (the UAE Federal Decree-Law
No. 45 of 2021 regarding the Protection of Data Protection as implemented) and any other laws of the UAE which
relates to the protection of personal data.

1.2. Public place – BAB AL SHAMS RESORT located in Dubai which Service Provider shall render Services in.
1.3. Outside of working hours – the period of time, when the Public place is closed for Visitors.
1.4. Equipment – hookahs, bearing the logo (trademark) of Service Provider.
1.5. Visitor – an individual, to whom Service Provider (employee of Service Provider) provides the services at Public
place.
1.6. Automation software – software program used by hotel for automation of working processes in the Public place,
which is used by Hotel for controlling, keeping records of the Services rendered by the Service Provider and of the revenue
generated out of the Services provision.
1.7. Working hours – the period of time, when the Public place is open for Visitors.
1.8. Employee of Service Provider – an individual who is mainly employed, coordinated and supervised by the Service
Provider. For the purposes of this Agreement under the term an 'Employee of Service Provider’ the parties also mean an
employee of Service Provider’s contractor, agent, or other person engaged by the Service Provider in the Services
provision.
1.9. Raw materials – consumable materials for preparing smoking-hookah and, including, but not limited to:
a) tobaccos for hookahs;
b) fruit, vegetables, juice and syrups as part and raw material of above Clause 1.8. a).
1.10. Group -in relation to a Party, that Party, any subsidiary or any holding company from time to time of that Party, and
any subsidiary from time to time of a holding company of that Party.
1.11. Representatives - in relation to each Party and any member of its Group:
1.11.1. its officers and employees that need to know the Confidential Information for the purpose of performing the Party’s
obligations or exercising its rights hereunder;
1.11.2. its professional advisers or consultants who are engaged to advise that Party and/or any member of its Group in
relation to this Agreement or related matters;
1.11.3. its approved contractors and sub-contractors engaged by that Party and/or any member of its Group in connection
with this Agreement; and
1.11.4. any other person to whom the other Party agrees in writing that Confidential Information may be disclosed in
connection with this Agreement.
1.12. Services – hookah (shisha) smoking services (regular shisha and shisha deluxe) provided by Service Provider at the
Public Place.
1.13. Filing document – KOT/BOT that shall be issued by an employee of the Hotel (waiter, barman or another employee
of the Manager) to an Employee of the Service Provider, immediately after receiving an order for any of the Services. Filing
document shall contain information on date and time of Service order, Service name, and Service price.
2. SUBJECT MATTER
2.1. The Hotel shall allow the Service Provider to provide Services to the Visitors at the Public place on a fee basis as per
the term and conditions set forth in this Agreement.
2.2. The Service Provider shall determine after consulting and getting a written approval from the Hotel, the statement
of works, the ways and methods the Services are provided, pricing of the items of Equipment and Raw materials used in
Services provision. In order to avoid any miscommunication between the parties, the Hotel shall be entitled to get involved
in the Service provision by the Service Provider in case the means or methods of Service provision used by the Service
Provider violate the Hotel rules or regulations in effect in public place. Should the situation specified in the previous
sentence occur Hotel shall have the right to demand explanation from Service Provider to the possible ways to
immediately mitigate and promptly eliminate such violation.
2.3. The Hotel’s internal procedures, ethics and discipline implemented at Public place are always priority for the
Service Provider and the Employees of the Service Provider.

3. RIGHTS AND OBLIGATIONS OF HOTEL

3.1 The Hotel shall:
3.1.1 Control the Service Provider Service via Management of the Hotel.
3.1.2 Provide the Service Provider (including Employees of Service Provider) for the term of this Agreement with the
access to the premises of the Public place as per the Hotel rules, regulations, and instructions which Service
Provider needs to provide Visitors with the Services during the Working hours of the Public place.
3.1.3 Provide the Service Provider (an Employees of Service Provider) with separate premises for organizing a working
space, setting the Equipment and Raw materials, placing a table for work, refrigerator and installing other
equipment which are related to the Services provision.
3.1.4 By prior arrangement between the Parties, allow the Service Provider to bring and take away, load and unload the
Equipment and Raw materials in order to maintain the quantity and assortment of the Equipment and Raw
materials.
3.1.5 Provide the Service Provider with a cabinet or a back room lockable outside for safe storage of the Equipment and
Raw materials.
3.1.6 Provide the Service Provider with the continuous access to cold, including drinking, and hot water during the
Working hours.
3.1.7 Offer the Services to the Visitors; present the Services menu card to the Visitors as well as additional information
on the Services, if any queries received.
3.1.8 Forward orders to the Service Provider (an Employee of the Service Provider on duty) to provide Service
promptly and without delay.
3.1.9 Upon receiving an order from a the Visitor for any of the Services, Hotel shall issue a Filing document to an
Employee of the Service Provider.
3.1.10 Receive payments from Visitors for the Services provided by the Service Provider.
3.1.11 Collect payments from Visitors for the Services rendered by the Service Provider only in accordance with the
current version of the Services menu card, which shall be preliminary brought to the notice of Hotel for approval
(cl. 3.1.12.).
3.1.12 Begin using new versions of the Services menu card not later than fourteen (14) days from the date when such
versions were brought to the notice and approval of the Manager.
3.1.13 Within 15 working days of each following month during the term of this Agreement provide the Service Provider
with a report processed via Automation software that shall contain information on the Services provided by the
Service Provider for the previous month, amount of the Services provided, collected payments for the Services
provided.
3.1.14 Promptly notify the Service Provider about: absence of Employees of the Service Provider in the number needed
for the Servics provision, and/or non-availability of the Employees of the Service Provider, for any reason
whatsoever, to render Services; violation of internal rules (standards) effective in the Public place (paragraph
3.1.16. hereof), committed by an Employee of the Service Provider; Visitors’ complaints about quality of the
Services rendered, behavior of an Employee of the Service Provider.
3.1.15 Promptly notify the Service Provider about any damages incurred by the Hotel, as a result of improper
performance of obligations by the Service Provider (including by an Employee of Service Provider) hereunder.
3.1.16 Settle accounts with the Service Provider pursuant to the procedure and within the time limits established herein.
3.1.17 Make the Service Provider familiar with the internal code of labor conduct, effective in the Public place, as well as
other rules and regulations, instructions and standards of staff conduct, which the Service Provider (Employees of
Service Provider) shall follow in the course of Services provision. The Hotel shall bring information specified in
this clause to the notice of the Service Provider by delivery of copies of documents containing such information.
3.1.18 Allow free of charge access to Staff Meal cafeteria for on duty Employees of Service Provider and provide those
Employees with free meals (provide at least 2 times meal to the Employees of Service Provider during a working
day).
3.2. The Hotel may:
3.2.1. Any time check the quality of the Services rendered by the Service Provider of the Hotel.
3.2.2. Demand from the Service Provider to abide by the rules (standards) specified in cl. 3.1.17., provided that such
standards have been preliminary brought to the notice of Service Provider.
3.2.3. Suspend the Service Provider (an Employee of Service Provider) from Services provision in case of violation of
rules (standards) referred to in cl. 3.1.17. by the Service Provider (an Employee of Service Provider).

4. RIGHTS AND OBLIGATIONS OF SERVICE PROVIDER

4.1. The Service Provider shall:
4.1.1. The Service Provider undertakes to provide proper training to the staff who is assigned to the Hotel and shall
ensure full compliance with the labor law on its dealing with the staff who is assigned to provide Services to the
Hotel.
4.1.2. Provide the Services to Visitors of the Public place with high quality and in a timely manner.
4.1.3. Use only properly functioning high-quality Equipment and high-quality Raw materials for Services provision.
4.1.4. Have sufficient amount and range of properly functioning Equipment and high-quality Raw materials for Services
provision.
4.1.5. Ensure compliance of the business conducted by Service Provider hereunder with all the rules of the applicable
legislation, including fire and sanitation standards.
4.1.6. Make the Hotel familiar with actual versions of the Services menu card.
4.1.7. Provide and organize full equipped Service with professional staff.
4.1.8. Ensure that the Employees of Service Provider know properly the job and are able to explain /inform the Visitors
about the Services more deeply for guest satisfaction and promotion of the Services to increase the revenue.
4.1.9. Keep the area allocated to Service Provider according to cl. 3.1.2., 3.1.3. hereof clean, orderly, sanitary and free
from objectionable odors, insects and other pests.
4.2. The Service Provider may:
4.2.1. Subcontract the performance of any of its responsibilities or obligations under this Agreement after getting a
written approval from the Hotel (not to be unreasonably withheld or delayed). If the Service Provider subcontracts the
performance of its obligations to a third party (an agent, contractor, subcontractor of Service Provider) the Service
Provider shall be fully responsible for the actions of such third party.
4.2.2. Require the Hotel to promptly submit to the Service Provider data on the amount of the Services rendered for the
period specified by the Service Provider.
5. PAYMENTS
5.1. The Shisha Gross Revenue under this Agreement shall be shared as follows::
Hotel: [65] %
Service Provider: [35] %
Payment of Municipality Fees to Dubai Municipality and VAT is the responsibility of the Hotel.
5.2. Service charge to be added back after excluding Tax and Municipality Fee and will be shared accordingly.
5.3. The exact amount of each monthly fee shall be calculated by the Restaurant/Club each month prior to the 05 th (fifth)
day of the month following the accounting month on the basis of Automation software reports and Filing documents,
submitted to Service Provider by the Hotel during the accounting month.
5.4. Based on the data obtained from the Automation software and Filing documents, the Parties shall sign the account
reconciliation statement, which specifies the number and types of Services rendered during the accounting month and
their cost. Once signed by both Parties, the account reconciliation statement shall serve as the ground for the Manager to
withhold its share fee in accordance with cl 5.1. The dues on this subject must be cleared before the 15th of the month
following the month in which the revenue was generated.
5.5. The Hotel shall, not later than on the 15th day of the month following the accounting month, transfer the share of
the Shisha Gross Revenue to the Service Provider to its nominated bank account.
5.6. All the payments due to the Service Provider and the Hotel under the Agreement are to be done in AED by bank
transfer.
6. TERM AND TERMINATION
6.1. This Agreement shall commence as of the date it is signed by both Parties and shall continue in full force and effect
for a period of one (1) year without any amendments during this years.
6.2. This Agreement is valid for two years and can be renewable for an additional 1-year period, unless either party
provides written notice of non-renewal to the other Party, not less than thirty 30 days prior to the expiration of the term of
this Agreement.
6.3. Either Party may terminate this Agreement with immediate effect upon written notice to the other Party, and in
each case without the need for a court order, if the other Party:
6.3.1. commits a material breach of this Agreement and (if such breach is remediable) fails to remedy that breach
within a period of 30 days after being notified in writing to do so; or
6.3.2. makes an arrangement with or enters into a compromise with its creditors, becomes the subject of a
voluntary arrangement, receivership, administration, liquidation, winding up, is unable to pay its debts or
otherwise becomes insolvent or suffers or is the subject of any distraint, execution, event of insolvency or
event of bankruptcy or any other similar process or event, whether in the United Arab Emirates or
elsewhere.
7. LIABILITY
7.1. Nothing in this Agreement shall exclude or in any way limit either Party’s liability for fraud, death or personal injury
caused by its negligence or any other liability to the extent such liability may not be excluded or limited as a matter
of law.
7.2. The Service Provider’s total aggregate liability in respect of all causes of action arising out of or in connection with
this Agreement (whether for breach of contract, strict liability, tort (including negligence), misrepresentation or
otherwise) will not exceed the total Gross Shisha Revenue paid to it under this Agreement.
8. FORCE MAJEURE
Neither Party will be liable for any delay or failure to perform its obligations, if the delay or failure has resulted from
circumstances beyond the reasonable control of that Party such as fire, war, mobilization or military call up of a
comparable scope, requisition, seizure, currency restrictions, insurrection and civil commotion, hijacking or an act of
terrorism, epidemic, pandemic, shortage of transport, general shortage of materials, strikes or other industrial disputes.
Should any force majeure event occur which delays or renders impossible the performance of a Party’s obligations under
this Agreement on the dates herein provided therefor, such obligations shall be postponed for such time as such
performance necessarily has had to be suspended or delayed on account thereof. In such event, the Parties shall promptly
meet to determine an equitable solution to the effects of any such event.
9. NOTICES
Any notice or other communication from one Party to the other Party which is required or permitted to be made under the
provisions of this Agreement shall be (a) made in the English language, (b) made in writing, (c) delivered personally (by
hand delivery or by courier) to the address of the other Party as set out in this Agreement or to such other address as the
other Party shall by notice require, or sent by e-mail to the email address of the other Party as notified from time to time
and (d) marked for the attention of the person(s) designated below or to such other person(s) as the other Party shall by
notice require.
Designated Individuals of the Parties:
For Hotel: __________________________________
Name: General Manager

For Service Provider: PVG Trading LLC

Name: Bimal Dudeja
Email: [email protected] and copy to [email protected]
Address: 7th Floor Festival Tower, Festival city, Dubai – U.A.E.

10. GOVERNING LAW/ARBITRATION/CONTROLLING LANGUAGE

10.1. This Agreement shall be governed by and construed in accordance with the legislation of the United Arab Emirates.
10.2. Pre-trial settlement procedure with regard to a dispute and/or claim arising under or in connection with this
Agreement (hereinafter Dispute) is obligatory for both Parties.
10.3. Should a Dispute arise, a Party shall commence negotiations to resolve a Dispute by giving the other Party written
notice of the Dispute with a detailed description of a breach or other violation of this Agreement by the other Party
(hereinafter Dispute Notice).
10.4. If the Dispute has not been resolved by negotiation within twenty (20) business days of delivery of the Dispute
notice to the Party to whom it is given, the Party who gave the Dispute Notice may submit the Dispute for final
resolution to arbitration under the Rules of Arbitration of the International Chamber of Commerce (ICC) in force at
the time of the Dispute by a sole arbitrator appointed in accordance with the said Rules. The seat of the arbitration
shall be the Dubai International Financial Centre (DIFC). The language of the arbitration shall be English.
11. CONFIDENTIALITY
11.1. Each Party undertakes that it shall not at any time during the Agreement, and for a period of 5 years after
termination or expiry of the Agreement, disclose to any person any confidential information concerning the
business, affairs, customers, clients or suppliers of the other party (including the existence and terms of this
Agreement), except as permitted by cl 11.2.
11.2. Each Party may disclose the other Party's confidential information:
11.2.1. to its Representatives who need to know such information for the purposes of carrying out the party's
obligations under the Agreement. Each Party shall ensure that its Representatives comply with this cl 11;
and
11.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
11.3. Neither Party shall use the other Party's confidential information for any purpose other than to perform its
obligations or exercise its rights under the Agreement.
12. SERVICE PROVIDER STANDARDS OF BUSINESS CONDUCT
12.1. In performing its obligations under this Agreement, the Hotel shall comply with the Service Provider’s Standards of
Business Conduct (as they may be updated from time to time on notice and the latest version of which the Hotel
hereby confirms receipt).
12.2. The Service Provider will be entitled to audit the Hotel compliance with the provisions of this cl 12 and compliance
with the terms of this Agreement at any time upon reasonable notice. The Hotel must permit and/or ensure that the
Service Provider will be permitted such access to the Hotel’s (and where relevant its sub-contractors’) premises,
facilities, personnel, records, books, accounts, procedures information as may be required by the Service Provider
for the purpose of the auditing.
12.3. The Service Provider may immediately terminate this Agreement without the need for a court order for any breach
of cl.12 by the Hotel.
13. MISCELLANEOUS
13.1. Variation. Any and all amendments or supplements to this Agreement shall not have full force and effect unless
made in writing and signed by authorized representatives of the Parties.
13.2. No partnership or agency. The Hotel and the Service Provider are entering into this Agreement as independent
parties. Nothing in this Agreement shall create a relationship of partnership or principal or agent or employer and
employee between the Hotel and the Service Provider. Each Party confirms it is acting on its own behalf and not for
the benefit of any other person.
13.3. Assignment. Without prejudice to cl 4.2.1., neither Party shall assign, transfer, mortgage, charge, subcontract or
deal in any other manner with any of its rights and obligations under this Agreement without the prior written
consent of the other save that each Party may assign or transfer its rights and obligations hereunder to a member of
its Group upon written notice to the other Party.
13.4. Severability. If any provision hereof shall be or become prohibited or invalid under applicable legislation such
provision shall be ineffective to the extent of such prohibition or invalidity only, without thereby invalidating the
remainder of such provision or of any of the remaining provisions hereof.
13.5. Counterparts. This Agreement is made in duplicate in English language. Each signed counterpart of this Agreement
shall constitute one and the same instrument.
13.6. Entire agreement. This Agreement constitutes the entire agreement between the parties and supersedes and
extinguishes all previous agreements, promises, assurances, warranties, representations and understandings
between them, whether written or oral, relating to its subject matter.

14. BANK DETAILS AND SIGNS OF THE PARTIES

____________________________________Hotel PVG TRADING LLC

Reg. Date: Reg. Date: 20/01/2022

Main license Main license: 1024490
Bank account _________________________ Bank account №: 1004576722
Iban: __________________________________ Iban: AE320230000001004576722
Bank: _________________________________ Bank: Commercial Bank of Dubai
Branch: Branch: Jabel Ali Branch
Swift code: Swift code: CBDUAEAD

General Manager Operations Manager

_____________________/Bimal Dudeja/
_____________________/ _______________________-/

______________________/

Date 07/02/2024 Date 07/02/2024