1. DEFINITIONS
In these Terms and Conditions (the "Conditions") the following terms have the following meanings:
"Agreement" means these Conditions together with the Application and any annexure.
"Application" means the application form (physical or electronic) submitted by the Customer for the rental of the SDB, with all supporting documents.
"Authorised Representative" means a natural person duly authorised by a Corporate Customer to access the SDB and act on its behalf.
"Corporate Customer" means any-body corporate, partnership, foundation, trust or other legal entity named as the Customer in the Application.
"Customer" means the person, body corporate or other legal entity identified as such in the Application; includes Individual Customer and Corporate Customer.
"Deposit" means the refundable security sum payable by the Customer, the amount of which is specified in the Application.
"Fee" means the rental fee and any other charge payable for the Services, as set out on Vintage Vaults' website and as amended from time to time.
"Group" means Vintage Vaults together with each of its present and future branches, subsidiaries, affiliates and sister companies, whether in the UAE or abroad.
"Individual Customer" means a natural person named as the Customer.
"Nominee" means a natural person nominated by an Individual Customer under Clause 4 to access the SDB.
"Notice" means a written communication served in accordance with Clause 19 (Communications).
"Records" means data, documents, recordings or accounts maintained by Vintage Vaults in any form in relation to the Customer or the Services.
"SDB" means the safe deposit box, locker or vault unit identified in the Application and rented under this Agreement.
"Services" means the rental of the SDB and any ancillary services provided under this Agreement.
"Term" means the initial rental period selected in the Application and any renewal thereof.
"V-Wallet" means the prepaid electronic account maintained by Vintage Vaults in the name of the Customer.
"Vintage Vaults" means Vintage Vaults Safety Deposit Vaults Renting L.L.C, Commercial Licence No. 847573, and (where the context permits) each entity within the Group.
The singular includes the plural and vice versa. Headings are for convenience only.
2. CONTRACT FORMATION AND SCOPE
(a) These Conditions, together with the Application, constitute the Agreement between Vintage Vaults and the Customer.
(b) The Agreement is conditional upon (i) the Customer providing evidence of identity, address and such other documents and information as may be required as part of Vintage Vaults’ onboarding procedures, (ii) acceptance of the Application by Vintage Vaults, and (iii) payment of the Deposit and the first instalment of the Fee in cleared funds.
(c) Save as permitted under Clause 3, the Customer may not rent an SDB on behalf of any third party. Vintage Vaults may decline any Application without giving reasons.
(d) The Customer shall notify Vintage Vaults in writing of any change to the information provided in the Application (including contact details, address, identity documents, beneficial ownership and authorised signatories) within thirty (30) days of such change. Vintage Vaults shall not be liable for any consequence of failure to provide timely notice.
(e) Group Coverage. These Conditions bind the Customer in respect of every SDB rented from any entity within the Group, whether in the UAE or abroad, unless a separate written agreement is signed with the relevant entity.
(f) The Customer's right in respect of the SDB is that of a licensee only; no right of ownership is conferred in the SDB or in the premises of Vintage Vaults.
3. CORPORATE CUSTOMERS
(a) A Corporate Customer may rent an SDB subject to satisfactory completion of Vintage Vaults' corporate onboarding procedures and submission of the documents listed in the Corporate Onboarding Checklist (as amended from time to time). Vintage Vaults may request such additional documents and information as it deems necessary having regard to the legal form, jurisdiction and risk profile of the Corporate Customer.
(b) The Corporate Customer shall designate, by board resolution (or equivalent) and a duly executed Authorised Representative Form, one or more natural persons as Authorised Representatives empowered to access the SDB and act on its behalf.
(c) The Corporate Customer shall notify Vintage Vaults in writing, no later than five (5) Business Days after the relevant event and through its registered e-mail, of any change in: (i) its trade name, legal form, registered office, commercial licence or jurisdiction of incorporation; (ii) the identity of its shareholders, directors, managers, ultimate beneficial owners or Authorised Representatives; (iii) the authority of any Authorised Representative; or (iv) any merger, acquisition, restructuring, liquidation, dissolution, insolvency or analogous proceedings. Failure to notify within this period shall constitute a material breach of this Agreement entitling Vintage Vaults to suspend access or terminate this Agreement.
(d) Vintage Vaults shall not be liable for any access granted to, or act done by, any person who continues to appear on its records as an Authorised Representative by reason of the Corporate Customer's failure to provide updated information. The Corporate Customer shall bear sole responsibility for all consequences arising therefrom.
(e) Corporate Customers shall not be entitled to appoint Nominees. Access shall be exercised exclusively through their Authorised Representatives.
(f) The Corporate Customer warrants that the rental and use of the SDB is for lawful corporate purposes, that all funds used are from legitimate sources, and that the contents are not held in trust for, or beneficially owned by, any person other than the Corporate Customer or its disclosed ultimate beneficial owners.
4. NOMINEES (INDIVIDUAL CUSTOMERS)
(a) An Individual Customer may nominate up to three (3) Nominees if a Premium Member, or one (1) Nominee if a Standard Member. Nominees may be designated in the Application or subsequently at the premises of Vintage Vaults.
(b) The Customer shall be physically present, with the proposed Nominee, to appoint that Nominee. The Customer may remove a Nominee at any time by Notice in writing from the Customer's registered e-mail address, effective on acknowledgement of receipt by Vintage Vaults.
(c) A Nominee is subject to the same obligations and restrictions as the Customer to the extent applicable. The Customer remains fully responsible for the acts and omissions of the Nominee.
(d) A Nominee shall be granted access only upon identity verification satisfactory to Vintage Vaults and while accompanied by a member of its staff. A Nominee is issued an access card but has no authority to terminate the Agreement, surrender the SDB, change membership type, alter payment instructions or appoint or remove further Nominees.
(e) A Nominee must be a natural person of full legal capacity and at least eighteen (18) years of age. Vintage Vaults may, at its sole discretion, refuse any proposed Nominee without giving reasons.
5. CHARGES, DEPOSIT AND RENEWAL
(a) The Deposit shall be paid on or before the Start Date. The Deposit is refundable on termination, provided the Customer has (i) removed all contents, (ii) returned both keys and the access card intact, (iii) left the SDB undamaged, and (iv) paid all sums due to Vintage Vaults.
(b) The Fee for the initial Term shall be paid in cleared funds with the Deposit. Fees are as published on Vintage Vaults' website at the time of payment.
(c) Additional charges may apply for ancillary services, key or lock replacement, special requests and other administrative matters. Vintage Vaults may amend its Fees from time to time, with effect from the next renewal date.
(d) The Agreement renews automatically for successive periods equal in duration to the initial Term, unless terminated earlier under these Conditions. The Customer irrevocably authorises Vintage Vaults to debit the Customer's registered payment method or V-Wallet with the renewal Fee. If renewal cannot be effected through any registered payment method, the Customer remains liable until the Agreement is terminated under Clause 14.
(e) Where the Customer fails to complete termination under Clause 14 and to pay any sum when due, the Customer is in default and Vintage Vaults may suspend the Services, charge late payment fees under Clause 6, or terminate the Agreement and proceed under Clause 15 (Release and Disposal).
(f) The Fee paid for the then-current Term following an automatic renewal is non-refundable and shall not be prorated.
(g) Taxes. All Fees and other amounts payable under this Agreement are exclusive of Value Added Tax and any other applicable tax, levy or governmental charge, which shall be borne by the Customer in addition to the amounts otherwise payable. If any tax or governmental charge is introduced, increased or extended during the Term, Vintage Vaults may pass on the cost to the Customer with effect from the date the tax or charge takes effect.
(h) Cross-account set-off. Where the Customer rents more than one SDB from Vintage Vaults or from any entity within the Group, Vintage Vaults may, without prior notice and at its sole discretion: (i) apply any Deposit, V-Wallet balance or other credit held in respect of any SDB against any sum overdue on any other SDB of the same Customer; and (ii) suspend access to all SDBs held by the Customer until all sums due to Vintage Vaults or any Group entity are paid in full.
6. LATE PAYMENT AND ADMINISTRATION FEES
(a) Vintage Vaults may debit the Customer's registered payment method or V-Wallet with all Fees and other sums payable on the due dates published on its website (the "Due Date").
(b) If any sum is not paid by the Due Date, a late payment fee of AED 4 (four UAE Dirhams) per day shall be charged for each day the balance remains unpaid, without prejudice to any other right or remedy.
(c) Administration charges as published on Vintage Vaults' website may apply for key replacement, locksmith call-outs, account reactivation, document re-issuance and other administrative matters.
7. AUTOPAY AND V-WALLET
(a) AutoPay. The Customer may enrol in AutoPay by registering a card on the Customer's online account or at the premises of Vintage Vaults, authorising Vintage Vaults to debit the registered card on the falling due of any renewal invoice. Vintage Vaults may suspend AutoPay at any time without prior notice.
(b) V-Wallet. The Customer may fund the V-Wallet by cash or card. The V-Wallet may be debited automatically against Fees, charges or penalties. The balance of the V-Wallet shall not at any time exceed five (5) times the annual rental Fee of the Customer’s SDB, or such other limit as Vintage Vaults may determine from time to time.
(c) Refunds. Cash refunds of AED 5,000 or less may be collected from the premises immediately upon request; cash refunds exceeding AED 5,000 must be requested through the Customer's online account and are available for collection within three (3) business days. Refunds shall, where practicable, be made through the original payment method.
(d) Bank transfer refunds shall be made within fourteen (14) calendar days of receipt of complete and accurate bank details. Bank charges and intermediary deductions shall be borne by the Customer.
(e) Where both a registered card and a V-Wallet balance are available, Vintage Vaults shall, unless instructed otherwise in writing, debit the registered card in priority to the V-Wallet.
8. CONTENTS OF THE SDB
(a) Vintage Vaults is not aware of, and exercises no supervision over, the contents of the SDB. The Customer assumes all risks relating to the contents that are not covered under Vintage Vaults’ insurance policy referred to in Clause 9 and shall ensure that the contents are stored in compliance with all applicable laws and regulations.
(b) The SDB shall be used solely for storage of documents, valuables and similar lawful items. The Customer shall not store, or permit the storage of, any item which is: (i) illegal, hazardous, inflammable, explosive, corrosive, poisonous or noxious; (ii) any weapon, ammunition, drug, narcotic, plant material or living organism; (iii) any item subject to embargo, sanctions or import/export restrictions; (iv) any proceeds of crime; or (v) any item that may cause harm to any person, premises or the SDB.
(c) The Customer may store cash in the SDB in accordance with Vintage Vaults’ policy as published from time to time. The Customer warrants that any cash so stored is derived from lawful sources and is held in compliance with all applicable laws and regulations, and Vintage Vaults shall not be liable for any loss of, or damage to, such cash beyond the terms of the insurance cover referred to in Clause 9.
(d) Vintage Vaults may, where it reasonably suspects the storage of prohibited contents, inspect any item being placed in or already stored within the SDB, in the presence of the Customer and (where required) of the competent authorities, and may surrender any prohibited contents to law enforcement or regulatory authorities. The Customer forfeits all rights in respect of such contents.
(e) The Customer shall fully indemnify Vintage Vaults against all costs, claims, damages, fines and expenses (including legal fees) arising from any breach of this Clause 8.
9. INSURANCE
(a) Vintage Vaults maintains a master insurance policy in its own name covering the SDBs operated within its facilities. Cover extends, on the terms and to the extent set out in the policy, to the contents.
(b) The cover applies to physical loss of, or damage to, deposited items resulting from insured perils (such as burglary, theft and fire), subject to the policy exclusions, conditions, limits and deductibles. A policy summary may be provided on request.
(c) Vintage Vaults will coordinate with the insurer on behalf of the Customer in the event of an insured incident, without assuming responsibility for the underwriting decisions or claims determinations of the insurer.
(d) The Customer may obtain additional insurance independently or request an increase in cover through Vintage Vaults, at the Customer's cost.
(e) Maximum liability cap. The maximum aggregate liability of Vintage Vaults under or in connection with this Agreement, the SDB or any item stored therein, however arising, shall be limited to the actual insurance proceeds received by Vintage Vaults from its insurer in respect of the relevant loss or claim.
(f) Insurance cover and Customer's responsibility: The contents of the SDB are covered under Vintage Vaults' master insurance policy up to the indemnity limit attaching to the SDB package selected by the Customer, as set out on Vintage Vaults' website. Vintage Vaults is not aware of, and assumes no knowledge of, the actual contents of the SDB. Where the Customer wishes to benefit from a higher indemnity limit, the Customer may elect a higher SDB package or procure independent insurance, in each case at the Customer's own cost. In the event of any insured loss or damage, it shall be the Customer's sole responsibility to substantiate the existence, ownership and value of the affected items by producing the relevant proofs, receipts, valuations and supporting documents to the insurer, and Vintage Vaults shall not be liable for any claim that is rejected or reduced by the insurer on grounds of insufficient evidence.
10. ACCESS, IDENTITY VERIFICATION AND POWERS OF ATTORNEY
(a) Access to the SDB shall be permitted only in the presence of a member of Vintage Vaults' staff and during Business Hours. Vintage Vaults may require an appointment to be scheduled in advance and may limit the number of concurrent visitors.
(b) The Customer, any Authorised Representative or any Nominee shall produce, on each visit, valid identification acceptable to Vintage Vaults, and shall comply with such biometric, photographic, video or other verification procedures as Vintage Vaults may implement.
(c) Powers of Attorney. Vintage Vaults may, at its sole discretion, accept a duly notarised and (where applicable) Dubai Courts-attested Power of Attorney issued by the Customer in favour of a named attorney, provided that the Power of Attorney expressly authorises the attorney to access and operate the safe deposit box of the Customer with Vintage Vaults and/or specifically references safety deposit box matters or Vintage Vaults by name.
(d) Remote authorisation. Where the Customer is not physically present in the UAE, or otherwise grants remote authorisation, Vintage Vaults may, at the discretion of its management and as a condition of granting access, require such verification steps and supporting documents as it considers appropriate.
(e) Vintage Vaults may refuse to act on any Power of Attorney where it has any doubt as to authenticity, validity, scope, the identity of the attorney, the mental capacity of the Customer at execution, or the legitimacy of the instruction, without any liability for such refusal.
(f) Restrictions on Access. Vintage Vaults may restrict or deny access at any time, without liability, where: (i) Fees or charges are outstanding; (ii) a judicial, regulatory or governmental order applies (including freezing, attachment or disclosure orders); (iii) the Customer has not provided the documents or information required as part of Vintage Vaults’ onboarding or compliance procedures; (iv) Vintage Vaults reasonably suspects that the SDB contains prohibited items; or (v) safety, force majeure or other circumstances beyond its reasonable control so require.
(g) Maintenance and Relocation. Vintage Vaults may, under appropriate security measures: (i) relocate the SDB or its contents within the same premises on at least thirty (30) days’ prior written notice; or (ii) relocate to other premises within the UAE on at least ninety (90) days’ prior written notice. Vintage Vaults may carry out maintenance, repair or security works at any time and shall not be liable for any temporary access restriction or service disruption resulting from such works.
11. SUSPENSION OF SERVICES
(a) Vintage Vaults may suspend the Services at any time, without further notice, in the event of non-payment, suspected breach of these Conditions, or for any reason set out in Clause 10(f). Suspension shall include the denial of access to the Customer, any Authorised Representative and any Nominee.
(b) During suspension, all liabilities of Vintage Vaults in respect of the SDB and its contents shall be deemed deferred and shall not revive until all outstanding amounts (including accrued late payment fees and administration fees) are paid in full.
12. LIABILITY
(a) Vintage Vaults shall not be liable for any loss or damage to the extent that it: (i) is covered by any insurance held by the Customer or any third party; (ii) results from the negligence or breach of the Customer, any Authorised Representative, any Nominee or any third party authorised by the Customer; or (iii) results from ordinary wear and tear, natural deterioration or atmospheric conditions.
(b) Vintage Vaults shall have no responsibility for any deterioration in quality, quantity or value of any item placed in the SDB, nor for any damage resulting from the storage of any prohibited item.
(c) Indirect and consequential losses excluded. To the maximum extent permitted by law, neither party shall be liable for any indirect, special, consequential, punitive or exemplary damages, loss of profit, loss of business, loss of opportunity, loss of goodwill or emotional damages, whether in contract, tort or otherwise.
(d) Nothing in this Agreement excludes or limits any liability which cannot lawfully be excluded or limited under the laws of the UAE.
(e) Indemnities — carve-out. The indemnities given by the Customer in favour of Vintage Vaults under this Agreement shall not extend to any loss, claim, liability or expense to the extent directly caused by the gross negligence or wilful misconduct of Vintage Vaults or its employees, as established by a final and binding judgment of a competent court.
13. DEATH, INCAPACITY AND SUCCESSION
(a) The Customer shall notify Vintage Vaults in writing of the death or incapacity of any Nominee or Authorised Representative before seeking access.
(b) On the death or incapacity of an Individual Customer, access shall be granted only to the legal heirs, personal representatives, nominee, executors or lawfully appointed attorneys, and only upon production of: (i) the original death certificate or a certified copy, legalised where issued outside the UAE; (ii) a succession or inheritance certificate (Sharia certificate where applicable) issued by the competent UAE court, or, where issued abroad, duly recognised, attested and legalised under UAE law; (iii) such further court orders, letters of administration, probate or instruments as may be necessary to establish authority; and (iv) such identification and KYC documents as Vintage Vaults may require.
(c) Corporate Customer succession. In the event of merger, acquisition, restructuring, dissolution, liquidation, bankruptcy or insolvency of a Corporate Customer, access shall be granted only to the duly appointed liquidator, administrator, receiver, trustee or successor entity, on production of certified copies of the relevant court orders, regulatory approvals and corporate resolutions evidencing the appointment and scope of authority.
(d) Vintage Vaults shall not be liable for any delay in granting access resulting from its assessment of the documents submitted under this Clause or from the need to obtain independent legal advice.
(e) Death or incapacity of an Authorised Representative. The Corporate Customer shall promptly notify Vintage Vaults in writing of the death, resignation, removal or incapacity of any Authorised Representative, and shall appoint a replacement in accordance with Clause 3. Vintage Vaults may suspend access to the SDB until the replacement is duly appointed and the supporting documents are submitted.
14. TERMINATION
(a) Termination by the Customer. The Customer may terminate by attending in person at the premises of Vintage Vaults and (i) completing and signing the termination documents, (ii) returning both keys and the access card undamaged, and (iii) removing all contents. The Deposit shall be refunded less any sums due. The Fee for the then-current Term shall not be refunded.
(b) Failure to attend in person and complete these procedures shall result in automatic renewal under Clause 5(d).
(c) Termination by Vintage Vaults for convenience. Vintage Vaults may terminate at any time on fifteen (15) days' prior written notice.
(d) Termination by Vintage Vaults for cause. Vintage Vaults may terminate with immediate effect by Notice where: (i) the Customer commits a breach which (if capable of remedy) is not remedied within thirty (30) days of a written notice specifying the breach; (ii) any action is taken under Clause 8 (Contents), Clause 15 (Release and Disposal) or Clause 16 (Court Orders); (iii) the Customer becomes bankrupt or insolvent, or any analogous proceeding is commenced; or (iv) continued provision of the Services would, in Vintage Vaults' opinion, breach applicable law, sanctions, or any court or regulatory order, or expose Vintage Vaults to penalty or reputational damage.
(e) On termination for any reason: (i) all sums owed become immediately due; (ii) the Customer shall immediately remove all contents; (iii) all rights of the Customer, any Authorised Representative and any Nominee in respect of the SDB shall immediately cease; and (iv) the Customer shall return both keys and the access card. Termination shall not affect any right or liability accrued prior to termination or any provision intended to survive.
(f) If the Customer fails to comply with the obligations on termination, the Customer shall pay on demand all resulting costs, including additional storage at prevailing rates, lock replacement and key cutting, and any legal fees reasonably incurred by Vintage Vaults.
(g) Risk-based termination. Without prejudice to any other right, Vintage Vaults may decline to onboard, or may terminate the Agreement of, any Customer where, in its sole discretion exercised in good faith, the relationship presents an unacceptable risk having regard to Vintage Vaults’ internal compliance and risk policies, or to applicable laws and regulations.
15. RELEASE AND DISPOSAL
(a) Where Vintage Vaults has not received payment of all sums owed within one hundred and eighty (180) days following the Due Date or the Termination Date (as applicable, and including dates arising from automatic renewal), Vintage Vaults may take such legal action as it deems appropriate, including without further notice to the Customer.
(b) Where this Agreement is terminated and Vintage Vaults has, after reasonable attempts, been unable to correspond with the Customer through the registered e-mail and contact number, Vintage Vaults may apply to the competent UAE court for an order authorising the opening of the SDB and the disposal of its contents. Any such opening and disposal shall be carried out in accordance with the procedure ordered by the court, including, where required, in the presence of a police officer or other officer appointed by the court, and, where applicable, by way of a court-supervised public auction.
(c) The proceeds of disposal shall be applied in the following order: (i) outstanding Fees, rent and late payment fees; (ii) administrative fees; (iii) charges for additional services; and (iv) legal fees, court filing fees and other professional costs.
(d) Items not disposed of shall be held by Vintage Vaults in such manner as it deems appropriate and thereafter dealt with in accordance with applicable UAE law on unclaimed property.
16. COURT ORDERS AND REGULATORY ACTION
(a) The Customer acknowledges that Vintage Vaults is obliged to comply with any order or directive issued by any competent court or authority in the UAE in respect of the Customer, the SDB or its contents, and may take any action required to give effect to such order, including suspending access, opening the SDB and delivering its contents to the relevant authority.
(b) Vintage Vaults shall not be required to give prior notice where notice is prohibited or restricted, and the Customer shall indemnify Vintage Vaults against any claim, loss or expense arising from any action taken in good faith in compliance with any such order.
17. KEYS AND ACCESS CARDS
(a) Vintage Vaults shall provide two (2) original keys and an access card for each SDB. The Customer is strictly prohibited from copying the keys. Vintage Vaults may confiscate and destroy any copy at its sole discretion, and may charge the prevailing lock replacement fee where copied keys are returned at termination.
(b) The Customer shall return both keys and the access card on the Termination Date. Failure to return either key shall result in forfeiture of the Deposit, which Vintage Vaults may retain in full.
(c) The Customer shall promptly notify Vintage Vaults of any lost key or access card. Vintage Vaults shall arrange an appointment to change the lock in the presence of the Customer. Failure to attend a scheduled appointment shall result in a scheduling fee being charged to the Customer's account.
(d) Dual control. Each SDB operates on a dual-control basis. Opening of the SDB requires both the key (or other access credential) held by the Customer and the corresponding Master Key or access credential held by Vintage Vaults. Vintage Vaults shall not, in any circumstances, deliver its Master Key to the Customer or to any other person.
(e) Lost keys — cost allocation. All costs and expenses of changing the lock, replacing keys and calling out a locksmith following the loss, damage or non-return of any key by the Customer shall be borne by the Customer, at the rates published by Vintage Vaults from time to time. Where the loss is caused by Vintage Vaults, the cost shall be borne by Vintage Vaults.
18. DATA PROTECTION AND RECORDS
(a) Vintage Vaults shall process the personal data of the Customer, its Authorised Representatives and Nominees in accordance with Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data and any implementing regulations, for the purposes of providing the Services, fulfilling its legal and regulatory obligations, responding to lawful requests from competent authorities, and managing its relationship with the Customer.
(b) Vintage Vaults may, subject to proper safeguards, transfer personal data to entities within the Group (including those outside the UAE), to its insurers, professional advisers and competent authorities, to the extent reasonably necessary for the purposes above.
(c) Records. Vintage Vaults may retain Records electronically or by any other appropriate method. Copies, printouts and electronic versions of the Records (including recordings of telephone or video communications) shall constitute conclusive evidence of their contents in any legal, regulatory or arbitral proceedings, subject to the Customer's right to dispute their accuracy. Applications and supporting documents shall be retained as part of the Records and shall not be returned to the Customer.
(d) CCTV and access logging. The Customer acknowledges that the premises of Vintage Vaults (including reception areas, corridors leading to the vault and the vault rooms themselves, but excluding any designated private viewing booths) are monitored by closed-circuit television and electronic access logging. Recordings and access logs shall be retained for such period as Vintage Vaults considers appropriate, and may be used by Vintage Vaults for security, evidential and compliance purposes, and disclosed to competent authorities in accordance with applicable law.
19. COMMUNICATIONS
(a) Any Notice from Vintage Vaults to the Customer shall be deemed received: (i) on personal delivery; (ii) on the second working day following dispatch by registered post or courier; or (iii) on the working day following transmission by e-mail to the registered e-mail address.
(b) Communications transmitted through Vintage Vaults' online platform, the Customer portal or by SMS to the registered mobile number constitute formal communication.
(c) The Customer is solely responsible for keeping the registered contact details current. Communications sent to the registered details are effective notwithstanding any subsequent change not notified in accordance with Clause 2(d) or Clause 3(c).
20. FORCE MAJEURE
(a) Neither party shall be liable for any failure or delay in performance caused by an event beyond its reasonable control, including acts of God, fire, flood, earthquake, pandemic, war, terrorism, civil disturbance, government action, sanctions, power outage or telecommunications failure.
(b) Vintage Vaults shall take reasonable steps to restore the Services as soon as reasonably practicable.
(c) Prolonged force majeure. If an event of force majeure prevents Vintage Vaults from providing the Services in any material respect for a continuous period of more than ninety (90) days, either party may terminate this Agreement by Notice to the other, without further liability save in respect of obligations accrued prior to termination.
21. GENERAL
(a) Assignment by Customer. This Agreement is personal to the Customer. The Customer shall not assign, transfer, sub-licence or otherwise deal with this Agreement or any right under it without the prior written consent of Vintage Vaults.
(b) Group assignment. Vintage Vaults may, on Notice to the Customer, assign or novate this Agreement or any of its rights or obligations to any entity within the Group or to any successor entity.
(c) No waiver. No failure or delay by Vintage Vaults in enforcing any provision shall amount to a waiver, nor preclude subsequent enforcement.
(d) Severability. If any provision is held invalid or unenforceable, the remainder shall remain in full force, and that provision shall be modified to the minimum extent necessary to render it valid and enforceable.
(e) Entire agreement. This Agreement (comprising these Conditions, the Application, the Corporate Onboarding Checklist where applicable, and any annexes signed by the parties) constitutes the entire agreement between the parties and supersedes all prior communications and understandings.
(f) Language. This Agreement is executed in English and Arabic. In the event of any conflict, the Arabic version shall prevail for the purposes of proceedings before the courts of the UAE.
(g) Electronic execution. This Agreement and the Application may be executed and exchanged by electronic means (including electronic signature platforms), and any such execution shall have the same legal effect as a wet-ink signature in accordance with Federal Decree-Law No. 46 of 2021 on Electronic Transactions and Trust Services. The Customer waives any right to challenge the validity, enforceability or admissibility of this Agreement on the ground that it was executed by electronic means.
22. CHANGES TO THE AGREEMENT
(a) Vintage Vaults may amend these Conditions from time to time to reflect changes in law, regulation, security standards or operational requirements. The amended Conditions shall be published on the official website.
(b) Material amendments shall additionally be notified by e-mail, SMS or the Customer portal. The Customer's continued use of the Services following publication or notification shall constitute acceptance.
23. GOVERNING LAW AND JURISDICTION
(a) This Agreement, and any dispute or claim arising out of or in connection with it (whether contractual or non-contractual), shall be governed by the federal laws of the United Arab Emirates as applicable in the Emirate of Dubai.
(b) The Customer irrevocably submits to the exclusive jurisdiction of the courts of the Emirate of Dubai (excluding DIFC Courts).
(c) Notwithstanding sub-clause (b), Vintage Vaults may bring proceedings against the Customer in any other court of competent jurisdiction, including for the purpose of enforcing any judgment obtained from the courts of Dubai.
24. ACKNOWLEDGEMENT
The Customer acknowledges that the Customer has read, understood and agreed to these Conditions, has had the opportunity to seek independent legal advice, and has received copies in both English and Arabic.
