“Delivery Date” means the date specified in the Agreement as the date for completion of and/or delivery of the Works to Buyer.
“Force Majeure” means acts of God, war (declared or undeclared), riots, blockade, civil disturbance, insurrection, fire, severe storms, labour disputes (excluding labour disputes
among the personnel of Vendor or its subcontractors of any tier), in each case arising after the effective date of this Agreement and not reasonably foreseeable on such day
and beyond the reasonable control of the Party claiming Force Majeure.
“Front Page” means the front page of this Agreement.
"Goods" means the equipment, materials, supplies, spare parts and other property to be supplied to Buyer pursuant to this Agreement, including the efforts involved in supplying same.
“JI LLC Standard Terms and Conditions” means these Terms and Conditions.
"Parties" means Vendor and Buyer together and "Party" means one of them.
"Performance Date/P rogramme" means the date(s) and or programme specified in the Agreement as the date(s) and/or programme for performance and completion of the Services.
“Permanent Property” means the property of Buyer which will incorporate the physical product of: (i) performance of the Services; and/or (ii) supply of the Goods; and all and any materials incorporated therein or attached thereto.
"Services" means assistance, advice or other work to be provided by Vendor pursuant to this Agreement and agreed by the Parties to be other than incidental to the delivery of the Goods.
"Vendor" means the party to this Agreement which has undertaken the obligation to perform the Works which are covered by this Agreement.
"Vendor's Affiliates" means each of the parent, subsidiary or affiliate companies of Vendor, its and their shareholders and entities in which the foregoing have an interest.
“Works” means the Goods and/or product of the Services and the provision of everything whether of a temporary or permanent nature required in or for such Goods and/or Services in so far as the necessity for providing the same is specified in or may be reasonably inferred from the Agreement.


2. Acceptance
This Agreement shall be deemed to be accepted by and shall be binding on Vendor upon signature hereof by Vendor or commencement of performance hereunder, provided this Agreement has not previously been cancelled by Buyer.


3. Assignments
Vendor may not assign, mortgage, charge or otherwise dispose of any contractual or any other rights or obligations in connection with this Agreement in whole or in part. Any attempt by Vendor to do so will be void. Buyer shall have the right to transfer or assign its rights and/or obligations in connection with this Agreement (or any part thereof) without the further consent of the Vendor, and Buyer shall notify Vendor of the transfer or assignment concerned.


4. Quality and Specifications
All Works (unless otherwise agreed in writing) shall:
(a) confirm strictly as to quantity, quality and description with the particulars stated in the Agreement and with all laws applicable to such Works;
(b) be of sound materials and workmanship;
(c) be in strict compliance with samples, patents, drawings or specifications, if any, referred to in the Agreement;
(d) be capable of the standard of performance specified in the Agreement;
(e) be fit for the purpose for which it is supplied under the Agreement (including compatibility and conformity with the Permanent Property); and
All Services shall be performed by suitably qualified and competent personnel in accordance with first class international standards and all equipment and tools provided shall at all times be maintained in first class operating condition by Vendor. Buyer reserves the right to require (at Vendor’s cost) the replacement of any personnel, equipment or tools provided by Vendor which in Buyer’s opinion do not comply with the foregoing provisions.
Vendor shall promptly (and in any event prior to completion of the Works) review and check any information provided by Buyer or any other party for Buyer, and immediately bring to Buyer’s attention in writing anything which in Vendor’s opinion appears to be a deficiency, inaccuracy, omission, contradiction, or ambiguity in such information. Vendor shall keep and shall ensure its subcontractors of any tier shall keep all records and associated documents relating to the Services, Goods or Works (including as may be notified by Buyer to vendor), for a period of at least two (2) years from completion of the Services or the Works. During that period Buyer or its designated representative shall have the right to inspect, audit and take copies of such records and associated documents to ensure compliance with this Agreement.


5. Inspection
All Works and Services are subject to inspection by Buyer at any time prior to or within a reasonable time after actual delivery or completion. Buyer may, at its option, reject and/or return to Vendor at Vendor’s expense any Works that fail to meet specifications, the requirements of this Agreement, or quality standards; or Buyer may perform or procure the performance of such remedial work as it deems necessary to render the Works acceptable, and Vendor shall reimburse Buyer for such remediation costs on demand. Inspection, testing or acceptance of any Works or any waiver of any right in respect thereof shall not relieve Vendor from any of its obligations under the Agreement or otherwise (including with respect to any subsequently discovered defects in design, materials, or workmanship).


6. No Substitutions
No substitution of Works shall be made without Buyer's prior written consent.


7. Change Notice
No changes in quality, quantity or nature of Works, Delivery Date, Performance Date/Programme, delivery point or shipping instructions shall be made except by a change notice in writing and signed by an authorized Buyer representative.


8. Delivery/Performance
Delivery of the Works shall be made at the place specified in the Agreement on or prior to the Delivery Date. Performance and completion of the Services shall occur at the place specified in the Agreement on or prior to and in accordance with the Performance Date/Programme. If no Delivery Date or Performance Date/Programme is specified then delivery and/or performance shall be effected as soon as possible after acceptance of the Agreement.


9. Price, Invoices and Payment
Unless expressly stated otherwise, the currency for any payments under the Agreement shall be UAE Dirhams. In the event Vendor is accepting certain goods and/or services from Buyer (as expressly stated in the Agreement) in lieu of any cash payment in consideration and as the price for Vendor's provision of the Works or performance of the Services, then Vendor agrees that such goods and/or services:
(i) represent a true and fair consideration and, irrespective of the actual cost of providing the Works or performing the Services, Vendor shall have no right or entitlement to any cash payment or any additional goods or services; and (ii) are provided on an “as is where is” basis and Buyer provides no guarantee and makes no representation and shall have no liability with respect to the quality, condition, compliance with any standard(s) and/or fitness of those goods or services. Unless expressly stated otherwise, and subject to any early payment or volume discounts or other benefits to which Buyer may be entitled, the price agreed by the Vendor is a fixed price for satisfactory performance of the Services and delivery of the Goods, in each case in accordance with the Agreement, and includes any packaging, abeling, carriage, insurance, delivery, royalties, licence fees, interest, finance costs and charges, and all other charges, taxes, duties and impositions and is not subject to increase for any reason whatsoever. The Vendor and/or Vendor's Affiliates shall not be entitled to recover any interest or finance costs or charges howsoever relating to this Agreement or any claim preparation costs relating to any dispute or difference arising out of or in connection with this Agreement. Subject to Vendor’s compliance with the terms of this Agreement Buyer shall pay Vendor’s invoice within forty five (45) days after receipt by Buyer of the invoice and any supporting documentation required by Buyer provided that the Vendor shall not present an invoice and the Vendor shall not be paid prior to completion, receipt and acceptance of the Works and Services by Buyer in good order. All invoices shall be sent by Vendor to Buyer’s accounts payable department.


10. Set-Off
Any indebtedness of Vendor or Vendor's Affiliates to Buyer or any of Buyer's Affiliates may at Buyer's option be set-off and deducted from amounts owing by Buyer to Vendor under this Agreement.


11. Packing and Transportation Fees
No packaging, boxing, trucking or freight charges shall be payable by Buyer without its prior written consent.


12. Works Delivered in Error
Works delivered or Services performed in error or in excess quantity may, at Buyer's option, be rejected and/or returned to Vendor at Vendor's expense.


13. Title and Risk of Loss
The property in the Works (including all and any intellectual or proprietary rights relating thereto) shall pass to Buyer when the same or part thereof are first identifiable as being appropriated to the Agreement, or on payment of the price for the Works by Buyer, or on their acceptance by Buyer, whichever first occurs. The Works shall remain at the Vendor’s sole risk (including without limitation the risk of deterioration in transit) until they have been safely off-loaded and accepted by Buyer within Buyer’s premises or at the place instructed by Buyer. If Buyer rejects any Works, the property and risk therein shall remain with, or thereupon revert to, the Vendor. Title and risk in rental or hire equipment shall remain with Vendor at all times.


14. Warranty
Vendor warrants that it has good and complete and unencumbered title to the Works delivered hereunder. Except in relation to Goods which by their inherent nature are perishable, Vendor also guarantees the merchantability, fitness, design, workmanship and the freedom from defects of the Works and/or Services for a period (unless the Vendor and Buyer agree a longer period) of one (1) Gregorian year from the installation or use of the Works and/or Services by Buyer or eighteen (18) Gregorian months from the date of receipt of the Works and/or Services by Buyer, whichever occurs first. If any defects in the Works and/or Services which Vendor is obliged to remedy under this Agreement or at law are not satisfactorily remedied or re-performed by Vendor within a reasonable time, or circumstances render it impracticable, or Buyer considers (in its sole discretion) it prejudicial to Buyer’s interests for Vendor to do the same, Buyer may do so itself or authorise others to do the same. Reasonable costs incurred by Buyer to repair or remedy any defect(s) in the Works and/or Services and any damage to the Permanent Property as well as shipping and handling charges for replacement and/or return of defective Works shall be reimbursed by Vendor upon demand. In respect of works and/or Services repaired, remedied or replaced pursuant to these warranty provisions, the Vendor warrants in the same terms as set out above in respect of such Works and/or Services, with warranty periods calculated from the date of repair, remedy or replacement concerned. Whilst claims under the above warranties must be notified to Vendor by Buyer before the end of the warranty period concerned, the above warranties and remedies are in addition to Buyer’s other rights or remedies under the Agreement or at law. Buyer may pursue a claim against the Vendor under this Agreement at any time upto six (6) Gregorian years from the completion of the Services and/or delivery of the Works concerned (or any longer period allowed by applicable laws).


15. Conflicts of Interest
Vendor shall not pay or give any fee, commission, rebate or anything of value to or for the benefit of any staff of Buyer, nor will Vendor do business with any company knowing the results might directly benefit any staff of Buyer or any of Buyer's Affiliates. Vendor shall use its best efforts not to permit any of its staff to engage in any activities contrary or detrimental to the best interests of Buyer. Without prejudice to the foregoing, Vendor shall disclose to Buyer in writing any staff of Vendor that are a family member or relative to any of Buyer’s staff.


16. Patent and Intellectual Property Rights
Vendor shall protect, defend, indemnify and save Buyer and Buyer's Affiliates harmless from all claims, liabilities, causes of action, judgments, loss and damage based upon, arising out of or incidental to the manufacture, sale or use of the Works or the performance of the Services hereunder or any alleged or actual infringement of any patent, copyright or other intellectual property right concerning the Works and/or Services performed hereunder. Vendor agrees to keep confidential any information that Buyer may disclose to Vendor in connection with this Agreement or which Vendor may be exposed to as a result of supplying Works or performing Services hereunder. Notwithstanding restrictive labels to the contrary, no confidentiality obligation will be imposed on Buyer by acceptance of Works supplied or Services performed by Vendor and Buyer shall have the right to modify, use, copy, distribute and disclose information concerning the Works and Services as Buyer sees fit without payment to or the consent of Vendor or any third party.


17. Publicity
Vendor shall not use Buyer's name in any promotional materials or make any press releases in connection with this Agreement and/or the Works or Services without Buyer's prior written approval.


18. Cancellation and Suspension
Buyer reserves the right to cancel or suspend all or any part of this Agreement by giving written notice to Vendor. Vendor shall immediately discontinue all efforts related to this Agreement upon receipt of a cancellation or suspension notice and shall take all steps required to safeguard the Works during any suspension upon receipt of a suspension notice. Termination or suspension payment, if any, shall be mutually agreed by Buyer and Vendor based on the actions satisfactorily undertaken pursuant to this Agreement prior to cancellation or as a result of any suspension, provided that Vendor shall not be entitled to any prospective or actual loss of profit, interest payment, reimbursement for overhead costs, finance charges or damages (actual or consequential) on account of cancellation and/or suspension.


19. Default
Time is of the essence with respect to the Delivery Date and/or Performance Date/Programme and in the performance of this Agreement. Vendor shall notify Buyer in writing immediately of any actual or potential delay or threat of delay to the timely performance of this Agreement, including notice to Buyer of any actual or potential labour dispute which delays or threatens to delay the timely performance of this Agreement. If in Buyer's opinion the timely performance by Vendor under this Agreement is in doubt due to Vendor's actions or failure to act (including due to Vendor's bankruptcy, receivership, liquidation or similar), Buyer, in addition to the other rights it has under this Agreement or by law, may cancel this Agreement for default and obtain the Works and/or Services from another source. In the event of cancellation for default, Vendor shall not be entitled to any further payments under this Agreement and shall be liable to Buyer for any cost, loss or damage borne or sustained as a result of the cancellation and alternate sourcing of the Works and/or Services.


20. Tax Liability
Vendor shall be responsible for, and shall hold Buyer and Buyer's Affiliates harmless from the reporting, filing and payment of any taxes (and any related fines, penalties or interest) imposed directly or indirectly on Vendor or Vendor's Affiliates or its and their subcontractors of any tier, staff, agents or servants as a result of Vendor's performance of this Agreement. Such taxes include, but are not limited to, the payment of all contributions or taxes for unemployment insurance, old age retirement, other benefits, pensions or annuities and wage and income taxes with respect to persons directly or indirectly performing services under this Agreement.


21. Licences and Permits
Vendor represents that it has all permits and licences necessary to perform its obligations in connection with this Agreement or it will obtain at its cost all such permits and licenses.


22. Performance and Relationship
Vendor shall provide all labour, tools, materials and supplies necessary for performance of its obligations in connection with this Agreement and shall perform all such obligations in a professional and workmanlike manner in accordance with practices generally acceptable for the nature of the Works and Services and in accordance with Buyer's rules, procedures, specifications and drawings, if any. Vendor shall exercise due care at all times. In the performance of its obligations in connection with this Agreement, Vendor shall act as an independent Vendor and shall not for any purpose be considered an agent, servant or employee of Buyer.


23. Completion and Invoice
Upon completion and final inspection and acceptance of any Works and Services by Buyer, Vendor shall invoice Buyer for such Works and Services. If required by Buyer invoices shall contain proof of the payment by Vendor of charges for labour and materials and a release of liens and/or claims, in form satisfactory to Buyer. Buyer shall pay Vendor's invoice as provided above and (unless agreed otherwise in writing) all payments shall be made in U.A.E Dirhams. Payment shall not operate as a waiver of any of Buyer’s rights under the Agreement or otherwise at law.


24. Indemnity and Insurance
Unless requested otherwise by Buyer, Vendor shall hold for, and to the order of Buyer, any insurance in respect of the Works and any proceeds thereof and its rights against any carrier of the Works until the Vendor has satisfied all its obligations to Buyer in relation to the Works. Vendor is responsible for and shall protect, indemnify, defend and save Buyer and Buyer's Affiliates harmless from and against all claims, liabilities, demands, causes of action, judgments and costs (including attorney's fees) of every kind and character arising out of or relating to this Agreement and/or performance of the Services and provision of the Works in connection with: (a) sickness, injury to or death of Vendor’s or Vendor's Affiliates or its and their subcontractor's of any tier staff or damage to its or their property; or (b) to the extent of its negligence or that of Vendor’s Affiliates or its or their staff or agents or subcontractor (and/or the non-negligent acts or omissions of any of the foregoing parties unless, in respect of such acts or omissions, this provision would render void all or part of any insurance cover of such parties for their negligence) any other sickness, injury to or death of personnel or property loss or damage or third party claims; regardless of how caused (even if caused partially by the active, passive or concurrent negligent acts or omissions of Buyer or Buyer's Affiliates). Vendor shall at all times carry and maintain Worker's Compensation Insurance including Occupational Disease coverage in the amounts required under all applicable laws and Employers' Liability Insurance in the limi t of at least AED 5,000,000 and Third Party Liability Insurance, with a combined single limit of not less than AED 5,000,000 any one accident unlimited in the aggregate in the annual period of insurance or, in each case, such higher limits as specified on the face of this Agreement. All Vendor's insurances shall be endorsed to waive the insurers rights of subrogation against and to include as a joint insured, with a cross liability clause, Buyer, Buyer's Affiliates, and its and their employees, agents and staff.


25. Force Majeure
If either Party is prevented from performing its obligations under the Agreement as a direct result of Force Majeure, such non-performance shall be excused for the duration of such Force Majeure, provided: (a) such Party claiming Force Majeure shall notify the other Party in writing (and giving details of the event of Force Majeure and its anticipated duration) within three (3) days of (i) the occurrence; and (ii) ending, of the same; and (b) without prejudice to the provisions of the clause headed “Cancellation and Suspension” above, if the prevention exists for longer than twenty (20) days (whether or not continuous) the Party not claiming Force Majeure shall have the option to terminate the Agreement on two (2) days written notice to the other Party.


26. Joint and Several Liability
If Vendor is or becomes an entity or joint venture of two (2) or more parties, all such parties shall be jointly and severally bound to Buyer for fulfilment of these Terms and Conditions.


27. Severability
If any part or all of any one or more of the provisions contained in these Terms and Conditions is/are for any reason held to be void, invalid, illegal or unenforceable in any respect it (or the relevant part) shall be deleted and shall not affect the remaining provisions of these Terms and Conditions which shall remain in full force and effect.


28. More Favourable Terms
If, during the existence of this Agreement Vendor provides goods or services similar or comparable to the Goods or Services to any third party on terms or conditions (“More Favourable Terms”) which, in Buyer's opinion, are more favourable to the third party than these Terms or Conditions, then Vendor agrees to make all amendments necessary to this Agreement so as to match the relevant More Favourable Terms. Such amendments will have effect on and from the date the More Favourable Terms first applied to the relevant third party and Vendor will make all necessary reimbursement and adjustments in favour of Buyer as are required to give effect to those amendments. For the purposes of this Clause, Vendor must notify Buyer as soon as possible after Vendor becomes aware of any More Favourable Terms; and at Buyer's request, allow an independent auditor nominated by the Buyer to ascertain the prevailing general terms and conditions upon which Vendor provided the relevant goods or services to third parties and report to Buyer Vendor's compliance with this clause.


29. Laws and Dispute Resolution
Vendor shall comply with all applicable laws and regulations of any government or regulatory agency having jurisdiction over the Works and Services performed under this Agreement. All Services are to be performed with due regard and respect for local customs and morals. This Agreement shall be governed by and construed in accordance with the laws and regulations of and applicable in the Emirate of Dubai. The Parties agree, acknowledge, and submit to the Courts of Dubai having exclusive jurisdiction over all and any dispute or difference between the Parties arising out of or in connection with this Agreement. Vendor shall continue with and prioritise the performance of the Services and completion of the Works notwithstanding the existence of any dispute or difference.


30. Waiver
No failure(s) on the part of Buyer to enforce, from time to time, all or any portion of these Terms and Conditions shall be interpreted as a waiver of any such Term or Condition. None of these Terms and Conditions shall be considered waived by Buyer unless such waiver is given by Buyer in writing.


31. Entire Agreement
This Agreement represents the entire agreement between Buyer and Vendor concerning the Works and Services, and supersedes all prior written or oral agreements concerning the Works and Services. In the event that Vendor has added any additional terms or conditions to this Agreement or Vendor has supplied its own order form or delivery documentation or nvoice or other document(s) with different or additional terms and conditions, these Terms and Conditions shall supercede and shall prevail over any such additional terms and conditions and Buyer shall not be bound to any different or additional terms and conditions unless specifically agreed to in writing by Buyer. Any expiry, cancellation or termination of this Agreement shall be without prejudice to the continued operation of any Terms and Conditions which contemplate post expiry, cancellation and/or termination operation or to any rights which may have accrued to the relevant party prior to any such expiry, cancellation and/or termination.


32. Notices
Any notice under the Agreement shall be in writing and: a) when given to Buyer, to the postal address or fax number in each case as shown in this Agreement and marked for the attention of the Buyer's General Manager or as Buyer's may notify the Vendor in writing; and b) when given to the Vendor, to the address or fax number from which Buyer has received communications from the Vendor in connection with this Agreement or as the Vendor may notify Buyer in writing.

Terms & Conditions for Professional Development Programmes

Booking Policy:
1. Bookings cannot be confirmed until payment and a completed application form is received. Fees paid are non- refundable (refer to terms & conditions of transfer/cancellation policy).
2. Bookings reserved for delegates outside the United Arab Emirates must be accompanied by credit card details (with authorization to charge) /Bank transfer (refer to bank transfer details overleaf)
3. Course fees include instruction materials, notepads, articles, pen/pencils. Accommodation, transportation and refreshments are not included in the "Course Fees".
4. If the delegates request that EAHM invoice his/her organisation then the invoice request must be signed by a Manager who is authorised to release payment on behalf of the organisation.
5. For courses which take place over two or more days, EAHM can arrange accommodation for the delegates, subject to availability. Accommodation charges are on room only basis; Food & Beverage and any extras will be charged to the delegate (payable by cash only).

Transfer Policy:
1. There will be no additional charge if an alternate/substitute person wishes to replace the original delegate. Please inform us in writing of any changes to the original booking. However if a delegate fails to attend the course, the fee remains payable.

Cancellation Policy:
All cancellations must be confirmed in writing to EAHM. For cancellations made in writing and received:

14 or more working days* prior to the start date, 100% of the course fees will be refunded.

8-14 working days* prior to the start date, 50% of the course fee will be refunded.

7 working days* or less/before the start of the course, no refund.


Amendment Policy:
1. EAHM reserves the right to change the published prices of any course programmes or materials or any course contents without prior notice.
2. EAHM reserves the right to cancel/postpone a course at any time without liability. In this case, delegate s will be offered an alternative date or a full refund of the course fees.
3. EAHM reserves the right to change the venue or the course facilitator at any time, if needed.
Intellectual Copyright:
1. EAHM has the sole copyright to all the course materials.

Special Exam Conditions:
1. Candidates requiring special examination conditions because of dyslexia or other medical reason must submit their request before the start of the course. Such requests must be supported by a doctor's certificate or similar document.

Request for Company Invoice:
1. If you wish us to invoice your employer please complete page 2 of the application form. The request MUST be signed by a manager who may authorise payment on behalf of your employer.