Terms and Conditions for the Supply of Cooling Services

1 Cooling Service

Tasleem (hereinafter also referred to as “we” or “us”) will provide Cooling Services to your Premises and you (the “Customer”) are responsible for paying for the Cooling Services in accordance with the Terms and Conditions and the Charges, both as may be amended by Tasleem at its sole discretion from time to time.

2 Term

Subject to Clauses 17 and 18, the term of the Agreement will commence on the earlier of the date that you are supplied with Cooling Services or the date on which the Short Form Agreement is signed and stamped by Tasleem (the “Start Date”) and will continue to endure, unless terminated earlier by us in accordance with these Terms and Conditions, or upon us providing you with at least 30 days’ prior notice of termination.

3 Security deposit

You are required to pay a security deposit prior to the Start Date or as otherwise requested by us. The amount of security deposit required for each type of premises is set out on our website and may be increased by us in accordance with Clause 9 and in accordance with procedures approved by the Department of Energy. The security deposit may be used to recover any amount owing or outstanding from you at any time and we will notify you if such an application is required. You agree and acknowledge that the security deposit is collected by us, acting as agent for and on behalf of the Developer and that all or any part of the security deposit we collect from you, for and on behalf of the Developer (as agent), may be transferred to and held by the Developer. Accordingly, at the end of the Term or, as applicable, upon transfer or release in accordance with Clause 20 and/or Clause 21 (without interest) we will request the Developer to repay your security deposit, or the balance remaining to you, either by crediting it to your final bill or by refund within 30 days of the payment of your final bill. You further hereby agree and acknowledge that we are not responsible nor liable for funding the repayment of all or any part of the security deposit provided by you and you shall not make any claim against us for the failure of the Developer to reimburse your security deposit.

4 Provision of Cooling Services

(a) We will use reasonable endeavours to ensure a continuous supply of Cooling Services to your Premises. There are times when we may determine it necessary to interrupt the supply of Cooling Services to your Premises (for example, as a result of an Event Beyond Control).

(b) If we plan to interrupt your supply, we will give you at least 2 days’ notice before we do. However, if your supply is interrupted in any other circumstance we will endeavour to give you reasonable notice prior to the interruption.

5 Charges and payment

(a) Tasleem will charge you for all Cooling Services that we supply to the Premises. Our Charges are based on the prevailing rates we charge our customers for the provision of Cooling Services, which are subject to change from time to time, at our discretion and/or when there is a change in our cost of providing Cooling Services to you. We will aim to provide 30 days’ notice of changes to Charges on your account, including changes to Capacity Charges and/or Consumption Charges. Charges will be according to readings of your Meter or based on our estimates if we are unable to conduct a Meter reading. Details of our Charges are available at our branch offices or on our website.

(b) We will charge you a monthly Capacity Charge based on the cooling capacity (in RT) allocated to your Premises. We will charge you a daily metering and billing Charge per Meter or if no Meter is installed we will charge you a daily metering and billing Charge per Premise. These are fixed Charges payable by you, irrespective of the amount of Cooling Services you actually use and even if you obtain cooling services from another source (the “Fixed Charges”). Such Fixed Charges are without prejudice to any other Charges that are or may become chargeable and payable by you.

(c) You will be charged for Cooling Services on a monthly basis in accordance with the Charges. The provision of Cooling Services is conditional on the payment of the Charges.

(d) You must pay the bill in full by the due date specified in the bill, even if the amount of your bill or the accuracy of your Meter is disputed. Following the resolution of any dispute, the amounts due or owing either way will be adjusted on your next bill.

(e) You can find the latest information on how to pay your bill on your bill, at any of our branch offices, by visiting our website or by contacting our call centre. If your bill has not arrived when you think it should, you must contact us.

(f) You must pay our costs of collection, as often as such costs are incurred, of any amounts you owe us which are not paid when due. Such costs shall include, but not be limited to, fees charged by a collection agency, attorney''s fees, court costs and any bank fees we incur as a result of a dishonoured payment.

(g) If you do not pay us what you owe on time you risk your Cooling Services being disconnected.

(h) If you are the owner of the Premises, upon your request we will contract directly with your tenant(s) or occupier(s), to the extent permitted by applicable laws and regulations. However, as owner of the Premises, an account will remain in your name and you will remain responsible for the payment of all amounts due in the event your tenant(s) or occupier(s) do not pay us any amounts due. If at the end of the Term the final bill is to be sent to your tenant(s) or occupier(s), then upon the payment of that final bill we will refund your security deposit, or the balance remaining, to you.

(i) All Charges are expressed as being exclusive of VAT and all Charges or any other amounts billed under this Agreement shall be subject to VAT which shall be charged and payable by you in addition to such Charges or amounts.

(j) If you are facing difficulties making payments, please contact Tasleem to discuss your situation.

(k) Tasleem as the authorised billing and collection agent may collect historic arrears in respect of the Premises.

6 Customer responsibilities

You are responsible for:

(a) ensuring we have safe access to the Meter or Equipment and to your Premises in accordance with Clause 12;

(b) paying your bill on time;

(c) complying with all applicable laws relating to you and your supply of Cooling Services;

(d) maintaining your equipment at the Premises, necessary for the receipt of Cooling Services, in good order and repair;

(e) ensuring at all times your Premises has the necessary power supply and utility infrastructure in good working order necessary to receive the Cooling Services and to power the Meter;

(f) informing us of any changes to your account information or contract details;

(g) informing us without delay if you move out of your Premises;

(h) promptly providing us with any required information we may ask you for, without delay;

(i) informing us if you have not received a bill from us for over a month or if you think there is a mistake on your bill; and

(j) if you are the tenant(s) of the Premises and someone else lives in, rents, uses or occupies your Premises, ensuring your tenant(s) or occupier(s) complies with all applicable provisions of these Terms and Conditions, including in particular this Clause 6 and Clause 7.

7 Customer restrictions

You must not:

(a) tamper with our Meter or Equipment;

(b) take, or allow any person to take, Cooling Services illegally from our network;

(c) use, or allow any person to use, Cooling Services in any way that affects the supply of Cooling Services to any other person or causes loss to us or damage to our Meter or Equipment;

(d) interfere, or allow any person to interfere, with your supply of Cooling Services or the supply to any other person, including disconnecting supply to another person or re-connecting supply which we have disconnected;

(e) use the chilled water we supply for any other purpose;

(f) transfer your Agreement to another person other than in accordance with Clause20 of these Terms and Conditions without our consent.

8 When we can disconnect (approved by DOE)

We may disconnect the supply of Cooling Services to you if:

(a) you fail to pay your bill on time;

(b) on two occasions in a row we are denied or cannot get access to your Premises or our Meter;

(c) we have a reasonable belief that you have tampered with our Meter or Equipment;

(d) we have a reasonable belief that at any time you have given us essential information you know is wrong or misleading in relation to your account or the Agreement;

(e) you have otherwise breached these Terms and Conditions;

(f) we need to protect your health and safety, or the health and safety of our representatives or the general public or prevent damage to any property;

(g) we are required to by an order or direction given by a competent authority or by law;

(h) If you do not pay current bills or break a payment plan agreement .

If we disconnect your Premises, your Premises will remain disconnected until we are reasonably satisfied that the breach or cause of disconnection has been remedied and all amounts due and owing have been paid. If we agree to reconnect your Premises, we shall be entitled to charge you a reconnection fee.

9 If you breach these Terms and Conditions

(a) If you breach these Terms and Conditions, we may do any or all of the following things:

(i) disconnect your supply of Cooling Services;

(ii) terminate this Agreement without liability;

(iii) increase the amount of your security deposit;

(iv) claim payment from you for any damage, liability or loss you cause us; and/or

(v) take any other action at our discretion to remedy or avoid a further breach of these Terms and Conditions.

Without limiting our rights, if we become liable to any third party and/or incur any costs as a result of you breaching the Agreement, you must repay us the amount of any such liability and costs we incur in full within 30 days of receiving a notice of demand from us.

10 Reconnection

Following a disconnection, we will reconnect the supply of Cooling Services if the following conditions are met:

(a) Full payment of the overdue amount

(b) Payment of the reconnection fees (AED 1050)

(c) If the customer is not registered, the customer should register and pay the security deposit and registration fees; AND

(d) If the customer is on a payment plan, a post-dated cheque must be provided.

11 Supply through third party

Your Cooling Services are provided to you through assets or equipment owned by third parties other than Tasleem. If any interruption of supply of Cooling Services to the Premises is caused (whether wholly or partly) by any fault or problem in or connected with any such assets, Tasleem shall not be liable for any direct or indirect loss or damage you may suffer.

12 Metering

(a) We may install a Meter on your Premises to measure the quantity of Cooling Services we supply to you in the event no Meter is already installed and we shall be entitled to charge a fee for such installation at our discretion. Any Meter installed at the Premises by us or already installed at the Premises shall be owned by the building owner.

(b) You must inform us if you believe your Meter is not working properly and we will test the Meter. If our test shows the Meter has understated or overstated the correct amount of RT-HRs by more than 5%, we will bear the cost of the test and will repair or replace the Meter at our own expense. In all other cases, you will bear the cost of the test (AED 100 excluding VAT), which shall be notified in advance. We will make adjustments to your next bill for any underpayment or overpayment by you due to a defective Meter, solely based on our reasonable estimates of your consumption.

13 Access to your Premises

You hereby grant to us, and you must ensure that we have, safe access to your Premises to:

(l) install, read, test, service or replace your Meter;

(m) restore or protect our supply of Cooling Services to you or others;

(n) protect or prevent danger or damage to people or property;

(o) upgrade, repair, maintain, test or protect our Equipment; or

(p) suspend and/or disconnect the supply of Cooling Services, including due to an event listed in Clause 8 of these Terms and Conditions.

14 Events Beyond Control

(a) If we are unable to perform any obligations under these Terms and Conditions because of an Event Beyond Control then our obligations will be put on hold without liability until the Event Beyond Control is over. We will make reasonable efforts to put an end to any Event Beyond Control as soon as possible.

(b) If we are prevented from performing our obligations under these Terms and Conditions due to an Event Beyond Control for continuous period of 180 days, then we shall be entitled to terminate this Agreement without liability.

15 Communications, complaints, and/or disputes

(a) If you need to contact us in an emergency or have a service complaint or dispute about any matter relating to this Agreement, please contact us on 800TASLEEM (800 8275336) or via email at customerservice@tasleem.ae or via the Tasleem website.

(b) We will try to resolve your complaint within two working days. If we cannot do so, we will give you a response within seven working days.

(c) If: (i) we have not resolved your complaint within 10 working days and have not written to you explaining why we need more time to reach a resolution; or (ii) you are not happy with our proposed resolution, you may refer your complaint to the Department of Energy by emailing customercare@doe.gov.ae.

16 Vulnerable or medically dependent customers

(a) You are a medically dependent customer if, you depend on our services for critical medical support, such that loss of cooling may result in loss of life or serious harm.

(b) You should inform us immediately if you or someone living at your Premises is or becomes a medically dependent customer.

(c) In the event of a disruption to the cooling network and the presence of a medically dependent customer, we will endeavor to provide an alternative supply of cooling to your Premises.

17 Storing your personal information

(a) Our Privacy Policy is on our website, https://tasleem.ae/website-terms-conditions/.

(b) It sets out: (i) where you can get information about how we collect, store, use, disclose and match personal information; and (ii) how we comply with our obligations. By providing us with personal information, you consent to us using that information in accordance with our Privacy Policy.

(c) You will be able to access personal information we hold about you and if any information is incorrect, we will correct it at your request.

18 Liability

(a) Neither we nor our representatives will be liable to you or any third party for any personal injury (including loss of life) or damage to property, whether or not arising from or incidental to our supply of Cooling Services (including but not limited to any supply interruptions) or any act or omission of any of our representatives.

(b) We will not be liable to you (i) for any loss or damage caused by an Event Beyond Control or (ii) for reimbursement of all or any part of the security deposit provided by you (which you agree and acknowledge shall be the responsibility of the Developer).

(c) If we fail to supply Cooling Services to you in accordance with these Terms and Conditions, due solely to an act or omission by any of our representatives, then our maximum liability will be to adjust the applicable Charge at our discretion, based on the period and the extent to which the supply of Cooling Services was affected, as determined by us.

(d) We will not be liable to you for any consequential, incidental or indirect loss including without limitation loss of revenue, loss of profit, loss of customers, loss of goodwill or loss of business opportunity or any punitive or exemplary damages, whether based in contract, negligence, tort or otherwise.

(e) Notwithstanding any other provision of these Terms and Conditions, any liability imposed on us shall be reduced by the amount of any insurance recovery you receive, obtain or are entitled to.

19 Changes to these Terms and Conditions

We may make changes to these Terms and Conditions (including increasing or decreasing any Charges) from time to time. We will give you at least 15 days prior notice of any changes to these Terms and Conditions (including any Charges). We may give you notice in a number of ways, including a printed notice on your bill, public notice in a local newspaper, SMS, email or telephone. The above notice period may not apply if we are required to make urgent changes to these Terms and Conditions by law or as a result of an emergency. Any handwritten amendments to these terms and conditions made by you and/or us shall not be valid.

20 Transfer of Agreement

Tasleem shall be entitled to assign, charge, novate or otherwise transfer any right or obligation under this Agreement to the developer or building owner (as the case may be) without requiring your consent.

If the owner of the Premises changes at any time during the term of this Agreement, Tasleem may terminate this Agreement with immediate effect, without requiring your consent, by notifying you in the manner described in Clause 16.

21 Vacation of Premises by Tenant

If you are vacating the Premises, you may be released from your obligations under the Agreement by:

(a) providing us with not less than thirty (30) days''notice of the date on which you will vacate the Premises. You may provide us with the required notice either by completing the relevant form and procedures set out on our website or at our branch offices. If you provide us with less than thirty (30) days'' notice, you will still remain liable for payment of the Charges for the full thirty (30) day period; and

(b) paying all outstanding amounts due.

If you vacate the Premises without all of the above requirements being satisfied, you will remain responsible for all Charges and associated costs up until the date all such requirements are satisfied.

22 Governing law and disclaimer of warranties

(a) The Agreement shall be governed by and construed in accordance with the federal laws of the United Arab Emirates as applied in the Emirate of Abu Dhabi and the laws of the Emirate of Abu Dhabi and any disputes arising in connection with this Agreement shall be settled before the Abu Dhabi courts.

(b) Except as set out in these Terms and Conditions, we disclaim and you waive all representations and warranties, express or implied, including any warranty of merchantability or fitness for a particular use. In particular, we do not warrant the uninterrupted supply of Cooling Services to you.

23 Definitions

Agreement means the agreement between you and us for the provision of Cooling Services comprising the Short Form Agreement and these Terms and Conditions.

Charges means our current standard tariffs and charges for the provision of Cooling Services, as displayed on our website and amended by us from time to time, and may include (without limitation): Meter Installation Charge; Meter Maintenance Charge, Consumption Charge; Capacity Charge; Billing and Metering Charge and/or Reconnection Charge.

Cooling Services means the provision by us of chilled water and ancillary services for the purposes of air conditioning.

Developer means Abu Dhabi Commercial Properties LLC (also known as ADCP) or their successors or assigns as applicable.

Equipment means any equipment owned or operated by us and used to supply you with Cooling Services, including any and all network equipment, metering equipment, sensors, controls, heat exchangers, pipes, gauges, supports, valves, and cabinet box and door containing the equipment.

Event Beyond Control means an event or circumstance that is beyond our control and includes (but is not limited to) natural disasters, strikes, fires, utility supply failure, network failure or failure of third-party assets or equipment.

Meter means the metering equipment installed at any time at your Premises to measure the quantity of Cooling Services we supply to you. At all times Developer retain ownership of the metering equipment.

Premises means your premises where you receive Cooling Services.

Short Form Agreement means the short form agreement completed and signed by you (including your declaration agreeing to be bound by these Terms and Conditions, as amended from time to time), together with all documents you must submit with it, in order to establish an account with us.

RT means ton(s) of refrigeration, the measured unit of thermal energy transfer, which is equivalent to 12,000 British Thermal Units per hour.

RT-HR means a measured unit of energy consumption equivalent to 12,000 British Thermal Units.