DUBAI GOLF LLC

TERMS AND CONDITIONS FOR PURCHASE & THIRD PARTY VENDORS

Vendors are advised to read these terms and conditions carefully. Unless notified in writing to the contrary, by accepting these terms and conditions it is assumed that they are understood and agreed by your company or institution and will be fully complied with.

DREC THE DREC GROUP OF COMPANIES (THE “COMPANY”) SPECIFICALLY FOR THE PURPOSES OF THIS DOCUMENT HEREIN DUBAI GOLF LLC ARE DEDICATED TO THE BETTERMENT OF THE COMMUNITY WE SERVE AND LIVE IN.

AS A RESPONSIBLE CORPORATE CITIZEN, ALL SUPPLIERS AND THIRD PARTIES PROVIDING GOODS AND/OR SERVICES TO DREC AND ITS GROUP OF COMPANIES MUST ACT FULLY IN ACCORDANCE WITH THE DREC CORPORATE CODE OF CONDUCT AND CORPORATE SOCIAL RESPONSIBILITY GUIDELINES THROUGHOUT THE CONTRACTUAL TERM.

THE VENDOR OR ANY THIRD PARTY SERVICES PROVIDERS AGREES TO THE INFORMATION SECURITY POLICY (THE “POLICY”) OF DREC ITS SUBSIDIARIES AND AFFILIATES, INCLUDING, BUT NOT LIMITED TO WASL LLC, WASL PROPERTIES LLC, WASL HOSPITALITY LLC, WASL OWNERS ASSOCIATION MANAGEMENT LLC AND DUBAI GOLF LLC (COLLECTIVELY “DREC”).

WE ACKNOWLEDGE HAVING RECEIVED THE COMPANY’S CODE OF ETHICS AND CSR GUIDELINES FOR ITS SUPPLIERS AND THIRD PARTY VENDORS WHICH IS AVAILABLE ON THE FOLLOWING ADDRESS: WWW.DUBAIGOLF.COM; WWW.DUBAIGOLF.COM/PROCUREMENTTC.HTM.

1. Goods and Services

The goods and services (“works”) described in this Purchase Order (the "PO") will be provided by the Supplier subject to the following terms and conditions. The Supplier agrees to be bound by and to comply with all such conditions.

2. Purchase Price and Terms of Payment

All payments will be made in AED or as otherwise specified. All prices shown in this PO are firm and are not subject to adjustment except as provided for in the PO. Payments will be made by Dubai Golf within (60) days of receipt of the Vendor’s statement provided the works are completed and delivered in compliance with the PO. The Vendor will be responsible for all taxes (including value added taxes), fees and duties related to the works delivered under this P.O. The Vendor acknowledges and accepts that all payments by Dubai Golf (including those related to fees for works delivered and accepted) will be subject to the Vendor issuing to Dubai Golf a valid tax invoice in the format as prescribed under all applicable laws including, but not limited to laws issued by the relevant government authorities in the United Arab Emirates.

3. Packing and Delivery

The goods/services will be completed and delivered on the dates and at places specified in the P.O. The Vendor will ensure that goods are packed where necessary in a manner which ensures that they are protected against deterioration and contamination. The Vendor will be responsible for and bear the cost of packing, loading and/or carriage of the goods. All goods will be delivered to the F.O.B. (FREE ON BOARD) point specified in the PO. Title and risks will remain with Vendor until actual delivery.

4. Inspection and Rejection

The goods and services are subject to inspection and test by Dubai Golf at any time and place. If the goods and services delivered or any part thereof are found to be defective in any way, Dubai Golf may reject them fully or partly or require the Vendor to correct or replace them without charge, or require a reduction in price which is equitable under the circumstances. If the Vendor is unable or refuses to correct or replace such goods/services within a time deemed reasonable by Dubai Golf, Dubai Golf will have the right to terminate this PO in whole or in part. The Vendor bears all risks as to rejected goods/services. Inspection, testing or acceptance of the goods/services will not relieve the Supplier from any obligations under the P.O. or otherwise, including without limitation, responsibility for any defects subsequently found in materials and/or workmanship. In the event that any such defect is discovered after testing, acceptance or inspection, as the case may be, by Dubai Golf then the Warranty Period referred to below will be extended by a period equal to the time taken to rectify or replace the defective work or material from the date such defect was notified to the Vendor.

5. Changes

The Vendor will perform any changes to the goods/services required by Dubai Golf which may include additions to, or reductions in the quality and/or quantity of the goods/services. If such changes affect the cost of or the time required for performance of the PO, an equitable adjustment in the price or date of delivery or both will be agreed upon between the parties. No change by the Vendor will be accepted unless authorized in writing by Dubai Golf.

6. Maintenance and Operation

The Vendor will provide Dubai Golf with all instructions for installation, operation, maintenance and repair of the goods. The Vendor will also furnish Dubai Golf with all the warranties related to the goods/services at the time of delivery or completion of the goods/services.

7. Warranty

1. The Vendor warrants to Dubai Golf that goods/services supplied under this PO conform strictly as to the quality and description with particulars stated in the P.O., are free from deleterious materials, free from defects in material, workmanship and design suitable for the purposes intended or implied, in compliance with all applicable specifications and free from any lien or encumbrance on title. The Vendor warrants that all services are executed with reasonable skill and care in accordance with current, sound and generally accepted industry practices by qualified personnel trained and experienced in the appropriate fields. The Vendor warrants that it is authorized by the laws of the United Arab Emirates to carry out the service.
2. If the Vendor purports to be an incorporated company, it warrants that it is a properly constituted company and that it is fully empowered by the terms of its Memorandum and Articles of Association (either expressly or by implication) to comply with the terms of the PO.

8. Defects

Without prejudice to any other terms of the PO, the warranty period is 12 (twelve) months from the date of acceptance of the works by Dubai Golf for the specified use (the "Warranty Period"). The Vendor will be responsible for remedying at its expense any defects that may arise in the works during the Warranty Period. The Vendor will guarantee for a further period of twelve (12) months all remedial work carried out under this warranty. Where a defect arises within the Warranty Period but does not become apparent until the Warranty Period has expired, the Vendor’s liability will not cease merely because Dubai Golf has been unable to give notice of the defect to the Vendor within the Warranty Period. If any defects which the Vendor is obliged to remedy under this Clause is not remedied within a reasonable time or circumstances render it impracticable for the Vendor to do the same, Dubai Golf may do it itself or authorize others to do the same, and the Vendor will indemnify and reimburse Dubai Golf for all costs arising therefrom. Dubai Golf’s remedies hereunder are in addition to Dubai Golf’s other rights and remedies available under the applicable laws of the UAE.

9. Indemnification

The Vendor will defend, indemnify and hold Dubai Golf harmless against any action, claim, liability, cost, loss, expense, demands, proceedings, damages or liabilities whatsoever arising by reason of:

1. The breach of any applicable provisions of these terms and conditions
2. Any infringement of the intellectual property rights of any person relating to the works
3. Injury to, or death of, any persons caused or contributed to by the negligence or breach of these terms and conditions by the Vendor or loss or damage to any property (whether real or moveable) belonging to Dubai Golf or any third party and
4. All consequential or indirect losses incurred by Dubai Golf irrespective of the negligence or breach of duty of the Vendor.

10. Assignment

The PO is assignable by Dubai Golf. The PO should not be assigned by the Vendor without written approval of Dubai Golf. In such case, the Vendor remains liable as if no such assignment has been made.

11. Suspension and Termination

Dubai Golf shall be entitled to terminate or suspend the P.O. by giving notice in writing to the Vendor at any time prior to the delivery of the goods/services in which event Dubai Golf’s sole responsibility will be to pay the Vendor for all works satisfactorily performed up to the date of termination or suspension specified in such notice. Dubai Golf will not be liable for any consequential loss or loss of profits or damages suffered by the Supplier as a result of termination or suspension of the P.O. pursuant to this clause. Dubai Golf will be entitled to terminate or suspend the P.O. by giving notice to the Vendor at any time if:

1. The Vendor is in default of any obligations hereunder including without limitation compliance with any delivery date and such default is not cured within (15) days of the Vendor receiving a written notice in this respect; or
2. The Vendor becomes insolvent, makes any voluntary arrangement with its creditors, becomes bankrupt, becomes subject to an administration order, goes into liquidation whether compulsory or voluntary (otherwise than for the purposes of amalgamation or reconstruction), commences an action for protection from its creditors, compounds with its creditors or a receiver appointed over any of the property or assets of the Vendor. Such right of termination will be without prejudice to any other right available to Dubai Golf under the applicable laws of the UAE.

12. Force Majeure

The Vendor will give Dubai Golf prompt notice in writing when any cause beyond its reasonable control and not due to its fault or negligence appears likely to delay deliveries and/or performances of goods/services and will take all appropriate action to avoid or minimize such delay. If any such default or delay threatens to impair the Vendor’s ability to meet delivery requirements for its materials, supplies and services, Dubai Golf will have the right, without any liability to the Vendor, to cancel the PO wholly or partly at the sole discretion of Dubai Golf. Dubai Golf will not be liable for default or delay in the performance of its obligations due to causes beyond its reasonable control.

13. Intellectual Property Rights

The Vendor irrevocably assigns its entire rights, title and interest to any intellectual Property Rights it may have at any time in the goods/services to Dubai Golf including the right to initiate court or other proceedings or to take any other action against any person for infringement of the Vendor’s intellectual property rights in the goods/services. All patterns, tools, drawings or documents, whether in hard copy or otherwise supplied by Dubai Golf will remain Dubai Golf’s property and will not be used by the Vendor for the benefit of any other company. All such items will be returned to Dubai Golf upon completion of the services or as per Dubai Golf’s instructions.

14. Information Security Policy

14.1 Applicability of Security Regulations

Vendors / 3rd party shall comply with Dubai Golf’s key information security rules and regulations which shall apply to:

1. all information disclosed to Vendors in any form;
2. the use/access of any systems, networks or equipment made available to any third party vendor: and/or
3. physical access to any physical area within Dubai Golf’s business premises. Please note that this is not an exhaustive list of all the applicable rules and regulations which apply to Dubai Golf’s third party service providers, suppliers, their respective employees, officers, subcontractors, consultants and affiliates, but is merely intended to be indicative of the nature of such requirements Vendors have undertaken to comply. In the event there is any doubt or question about the applicability of this policy, please contact the Procurement Department at 04-2956000.

14.2 Proper Use

All users of Dubai Golf’s information resources are responsible for:

1. the proper use and care, not misuse of information resources under their direct control; and
2. maintenance of confidentiality of any information or data they may have access to as per job requirements in accordance with this policy specifically and Dubai Golf’s instructions and information security policies generally, (collectively to be deemed “Acceptable Usage”).

14.3 Third Party Accounts

All third party accounts allocated to you and/or your personnel for any DREC project shall be subject to the following:

1. each third party account allocated shall be used only for the business purpose defined by the assigned individual; and
2. if the your personnel uses his/her personal laptop when accessing the third party account, it must be checked to ensure it is updated with the latest anti-virus software and definitions.

14.4 Handling DREC Information

1. All information assets including data and documents are to be processed and stored strictly in accordance with the classification levels assigned to each. This is to protect the integrity and confidentiality of information
2. The designated owners of documents which contain sensitive information are responsible for ensuring that the measures taken to protect their confidentiality, integrity and availability, during and after transportation / transmission, are adequate and appropriate.

14.5 Access Control Policies

1. Clear Screen & Clear Desk
   Personal computers and computer terminals should not be left logged and unattended. Users should lock the workstation using Ctrl+Alt+Del key when they leave their computer terminals.
2. Mobile Computing
1. Authorised mobile devices (e.g. laptop computers; personal digital assistants; and mobile phones such as BlackBerry, iPhone, and Android devices) issued by DREC shall be used mainly for business purposes only.
2. Laptop users shall be responsible for information held in their laptops and protect them against unauthorized access and modification

14.6 Business Continuity Planning Policy

All the backup media onsite and offsite will be stored in lockable fireproof cabinets, access to which will be available to authorized personnel only. Backup tapes shall be encrypted and archived, where feasible.

14.7 Data Encryption

Restricted/confidential information transmitted over any communication network must be sent in an encrypted form

14.8 Physical & Environmental Security Policy

1. All employees, contractors and/ or outsourced personnel deployed at DREC/ Dubai Golf LLC shall wear the official identification card at all times while on premises
2. Visitors shall be provided with Visitor Badges which should be worn by them at all times while in the DREC/ Dubai Golf LLC premises

14.9 Acceptable Usage Policy

Use of the information assets including information technology systems (“IT Systems”) at DREC must at all times be conducted in a professional and responsible manner and in accordance with the following provisions:

1. It shall be considered an offence for an employee, or a group of employees, to be involved in acts that disrupt DREC’s ability to pursue its business objectives as per the laws of the UAE. Actions such as the deliberate disruption of DREC’s IT Systems, theft and/or destruction of equipment or data services, shall be considered as offences.
2. DREC system and application accounts (log in IDs and passwords) shall be used only for business purposes for which they are requested and authorized. Passwords must never be shared for any reason.
1. Under no circumstances shall a user account be used to participate in a personal financial activity, investments, promotional contests, etc.
2. Users are responsible for protecting any information used and/or stored /accessible through their individual user accounts.
3. Users are responsible for securing desks, workstations, working areas and electronic user devices under their control.
4. Users shall not attempt to access any data or programs contained on any system for which they do not have authorization or explicit written consent.
5. Users shall report any weaknesses they discover in systems and any incidents of possible misuse or violation of DREC / Dubai Golf LLC policies to the proper authorities by contacting the “Service Desk” or DREC’s IT Department. No user shall engage in an activity to assess the weaknesses of a system.
6. Users shall not purposely engage in activity with the intent to: harass other users; degrade the performance of systems; deprive an authorised user access to a DREC/Dubai Golf LLC resource; obtain extra resources, beyond those allocated; circumvent security measures or gain access to a DREC system for which proper authorization has not been given.
7. Electronic communication facilities (such as email, internet browsing) are for authorized business use, however limited personal use is allowed. Fraudulent, harassing or obscene messages and/or materials or material that breaks the law or discredits DREC/Dubai Golf LLC and/or governing authorities shall not be sent from, to or stored on DREC systems. This policy explicitly prohibits browsing obscene web sites or messages on DREC facilities.
8. Users shall not activate mobile code such as ActiveX controls unless they are certain they can trust the source and its acceptability
9. Users must avoid direct disk sharing with read/write access unless there is absolutely a business requirement to do so.
3. For routine security and network maintenance purposes, with pre-approved authorization from DREC’s management, DREC’s IT Department personnel may monitor IT equipment, systems and network traffic statistics at any time.
4. The following activities are strictly prohibited, without exception:
1. The installation of software such as instant messaging technology, internal relay chat and peer-to- peer services; and
2. Sending or posting information that is defamatory to DREC, its products/services, colleagues and/or customer(s).
5. Unless explicitly permitted in this Policy, the following activities are strictly prohibited, without exceptions:
1. Effecting security breaches or disruptions of network communication.

2. Security breaches include, but are not limited to, accessing data of which the employee is not an intended recipient or logging into a server or account that the employee is not expressly authorized to access, unless these duties are within the scope of regular duties.

   Security breaches include, but are not limited to, accessing data of which the employee is not an intended recipient or logging into a server or account that the employee is not expressly authorized to access, unless these duties are within the scope of regular duties.

15. Entirety

The P.O. constitutes the entire agreement between the parties and supersedes all prior agreements and understanding written or oral.

16. Waiver

A failure or delay in exercise or partial exercise of a right arising from a breach of any provision of these Terms and Conditions will not be considered as a waiver of such right.

17. Governing Law

This PO will be governed by the laws of Dubai and of the United Arab Emirates. The Courts of Dubai will have exclusive jurisdiction to settle any disputes that might arise between the parties.