1. The Services

Subject to this Agreement, OWNER has engaged and/or retains MAINTENANCE FIRM to provide the Services, defined in Appendix “A” (collectively the “Services”), and MAINTENANCE FIRM agrees to perform the Services.

2. Term

MAINTENANCE FIRM agrees to perform the Services (as defined in Appendix “A”) for a period of 2 years, commencing 1st of January 2026 and ending 31st of December 2027. If MAINTENANCE FIRM continues to provide such Services for OWNER beyond this initial period, the terms of this Agreement shall continue in effect until a new agreement is executed by the Parties. OWNER or MAINTENANCE FIRM may terminate this Agreement, with or without cause, at any time, upon Ninety (90) days advance written notice. In the event of a material breach by either Party, the non-breaching Party may terminate this Agreement immediately upon written notice.

3. Representations and Warranties

MAINTENANCE FIRM shall perform the Services in a professional and workmanlike manner and in strict accordance with all applicable laws and regulations. MAINTENANCE FIRM acknowledges, understands and agrees that the Hotel is a first class luxury hotel providing the highest level of service to its guests, and, therefore, MAINTENANCE FIRM agrees that it, shall at all times conduct their operations and provide the Services in a manner conforming with the image and quality of service, cleanliness and professional standards of the Hotel, and shall comply with the Rules for MAINTENANCE FIRMs attached hereto as Appendix “B.”

Upon request by OWNER or Hotel management, MAINTENANCE FIRM shall immediately remove themselves from the Hotel premises if OWNER or Hotel management determines, in his/her discretion, MAINTENANCE FIRM has failed to adhere to this Agreement or poses any threat of disruption or harm to any person or property.

If any governmental license, certificate or permit is required for the proper and lawful conduct of MAINTENANCE FIRMʼs business, provision of services or other activity carried on at the Hotel or for OWNER by MAINTENANCE FIRM, or if a failure to procure such a license, certificate or permit might or would in any way affect Hotelʼs operations, then MAINTENANCE FIRM, at its expense, shall duly procure and thereafter maintain such license or permit and submit same for inspection by OWNER. MAINTENANCE FIRM further agrees to comply promptly with all requirements or any legally constituted public authority.

4. Invoicing and Fees

The price for OM and PM services relating to the equipment described in this agreement will be equal to the detailed amount listed below. The costs shown indicate 1 servicing a year. RSS will attempt to service all BOH and FOH areas a second time per year; however, due to occupancy, it will be difficult to achieve a second servicing for the rooms. The second servicing for BOH and FOH areas is not included in the costs at this time. If FOH and BOH are serviced an additional time, the costs for 94 FCU and 76 Split Units will be added to the total.

Table 1: Unit Rate Breakdown

MAINTENANCE FIRM acknowledges that MAINTENANCE FIRM has the sole responsibility for the withholding, report, and payment of all taxes in connection with any fees and reimbursements paid to MAINTENANCE FIRM under this Agreement.

A Strategic Investment: The Potential ROI of Proactive Maintenance

This agreement is an investment in operational stability and long-term savings.

5. Relationship Between Parties

MAINTENANCE FIRM shall not be deemed an employee of OWNER or Hotel for any purpose whatsoever, but instead MAINTENANCE FIRM is and shall be deemed an independent MAINTENANCE FIRM. Nothing in this Agreement shall constitute or be construed to be or create a partnership, joint venture, principal, agent or employer-employee relationship between the Parties. OWNER is interested only in the results of the MAINTENANCE FIRMʼs Services. Subject to the rules and standards set forth herein, MAINTENANCE FIRM shall have the sole responsibility and discretion for determining the manner, method, details and means of performing under this Agreement. OWNER may, from time to time, make available certain facilities and amenities (e.g., employee parking lot, dining area, and access/security cards) for use by MAINTENANCE FIRM. Regardless of whether such facilities and/or amenities are provided by OWNER for a fee or gratis, such provision shall in no manner be construed to create an employee-employer relationship. MAINTENANCE FIRM is otherwise expected to provide all equipment and materials necessary to perform the Services.

MAINTENANCE FIRM acknowledges and agrees that MAINTENANCE FIRM does not have authority to enter into any contracts that bind OWNER or create obligations on the part of OWNER without the prior written authorization of OWNER.

MAINTENANCE FIRM acknowledges and agrees that MAINTENANCE FIRM shall not be eligible for any of OWNERʼS employee benefits, including but not limited to pension, profit sharing, retirement, deferred compensation, medical insurance, disability, bonus, vacation pay, sick pay, paid time off and other similar plans, programs and agreements.

6. Indemnification

Each Party agrees to indemnify, defend and hold harmless the MAINTENANCE FIRM and each of its directors, officers, employees, operator and agents (collectively, the “Indemnitees” and individually, an “Indemnitee”) from and against all liabilities, losses, claims, demands, damages, costs and expenses (including but not limited to reasonable legal fees and disbursements) suffered or incurred by an Indemnitee and arising as a direct result of any claim, proceeding, civil, criminal or administrative action, inquiry, suit or legal action instituted against an Indemnitee in respect of the Event and arising as a a direct result of the negligence, fraud or willful misconduct of the Party or any of its directors, officers, employees, operator and agents. Such indemnity shall not apply to the extent that an Indemnitee is claiming indemnity for its own negligence, fraud or willful misconduct.

7. Confidentiality

MAINTENANCE FIRM agrees to hold in the strictest confidence and not to disclose to any other person, firm or corporation, without the express prior written consent of OWNER the terms of this Agreement, OWNERʼs confidential data, information or other work product, including but not limited to the ideas, and /or financial information learned in the course of this Agreement (the “Confidential Information”).

MAINTENANCE FIRM acknowledges and understands that the Confidential Information is, and will at all times remain, the property of OWNER and is highly valuable, confidential and material to the interests, business and affairs of OWNER and that disclosure thereof would be detrimental to the interests, business and affairs of OWNER.

Confidential Information does not include information that (a) was or becomes generally available to the public other than as a result of a disclosure by MAINTENANCE FIRM in violation of this clause, (b) was or becomes available to MAINTENANCE FIRM on a non- confidential basis from a source other than Hotel, provided that such source was not known by MAINTENANCE FIRM to be bound by any agreement to keep such information confidential, or (c) is independently developed by MAINTENANCE FIRM without use of the Confidential Information.

MAINTENANCE FIRM will promptly and fully indemnify and keep indemnified OWNER against all claims, proceedings, actions, losses, costs, expenses and damages (whether direct, indirect, economic and/or consequential) resulting from any breach of the terms of this paragraph.

8. Privacy / Personal Information

MAINTENANCE FIRM acknowledges that in the course of providing the services hereunder it may prepare or have access to data that is personally identifiable information, including any and all identifying information, of the employees, guests and customers or potential customers of Hotel (”Personal Information”). Such Personal Information requires a higher standard of care and MAINTENANCE FIRM agrees to use best efforts to protect such Personal Information. All Personal Information in the possession of MAINTENANCE FIRM shall be kept in a secure location. OWNER shall control use of the Personal Information. MAINTENANCE FIRM shall comply with all privacy policies required by OWNER from time to time in the preparation, processing, and storage of the Personal Information. MAINTENANCE FIRM agrees to take the technical and organizational steps necessary for protecting Personal Information as required by OWNER including but not limited to training relevant employees regarding such Personal Information.

MAINTENANCE FIRM shall use any Personal Information it prepares or receives from OWNER or Hotel only to fulfill its obligations under this Agreement. MAINTENANCE FIRM agrees it will not share, rent, sell, or in any way transfer any Personal Information whatsoever to any third party for any reason, without the specific written direction of OWNER or Hotel, unless required by law, in which case MAINTENANCE FIRM will provide OWNER or Hotel with immediate notice of such request.

MAINTENANCE FIRM shall promptly notify Hotel or OWNER in writing in the event there is any suspicion of irregularities in the storage or processing of the Personal Information.

MAINTENANCE FIRM shall comply with all data protection laws to which Hotel or OWNER is subject with respect to the Personal Information. OWNER has the right to audit MAINTENANCE FIRM to confirm compliance with this section. On termination of the Agreement MAINTENANCE FIRM shall immediately discontinue use of the Personal Information for any purpose and shall not retain any Personal Information.

MAINTENANCE FIRM will promptly and fully indemnify and hold harmless and keep indemnified OWNER against all claims, proceedings, actions, losses, costs, expenses and damages (whether direct, indirect, economic and/or consequential and including any and all costs and expenses related to notification of affected individuals and procurement of credit protection services for such individuals) (“Claims”) resulting from any breach of the terms of this section. At the request of OWNER, MAINTENANCE FIRM shall defend OWNER with respect to any Claims. MAINTENANCE FIRM acknowledges that damages may not be an adequate remedy for any breach hereof and that the indemnity given to OWNER is in addition to any other remedy which it may seek, including (without limitation) specific performance and injunctive and other equitable relief. MAINTENANCE FIRM will covenant and agree not to contest the application by OWNER for any such equitable relief. This covenant and agreement shall survive the termination of this Agreement and continue to be binding upon both parties.

9. Anti-Bribery / Corruption

MAINTENANCE FIRM represents and warrants that: (a) it has not at any time taken any action, directly or indirectly, in breach of any applicable anti-bribery or anti-corruption law and is not, and has not been, under investigation for such an alleged breach. (b) it does not, and will not, directly, or indirectly, in connection with this Agreement or in connection with any aspect of OWNERʼs business, offer, promise or give any financial or other advantage to: (i) any third party, either to induce or reward the third party in connection with the improper performance of any activity connected with their business or employment or of their public functions, or where the acceptance of the financial or other advantage by the third party would constitute the improper performance of any activity connected with their business or employment or of their public functions; or (ii) any public official, or to any other person at the request, or with the assent, of such public official, in order to influence the public official in his official capacity, unless the public official is permitted or required to be influenced by such financial or other advantage in accordance with written applicable law, in order (in either case) to obtain or retain business or a business advantage for OWNER, or to secure another improper benefit.

10. Usage of Club Med Name / Trademarks

MAINTENANCE FIRM acknowledges the value of the name and logo of Club Med and MAINTENANCE FIRM shall not use the name or logo of the Hotel or OWNER, Club Med or any other Club Med property (collectively “Club Med” for the purpose of this section) in publicity releases, endorsements, advertising or other materials of any kind without the prior written consent of the OWNER and Club Med.

11. Insurance

MAINTENANCE FIRM shall procure and maintain insurance in the minimum amounts set forth below. A certificate of insurance shall be delivered to OWNER prior to the commencement of the Services and should the certificate and endorsement expire during the term of the engagement, a new certificate and endorsement must be provided in a timely fashion.

The Parties have agreed that the current MAINTENANCE FIRM insurance portfolio is acceptable to the OWNER.

Should it be deemed not acceptable at any time during the Agreement period by the OWNER or anyone associated with the OWNER, the OWNER will be responsible for the cost of overhead and administration cost of obtaining any additional insurance coverage requested. The OWNER will also be responsible for the cost of the increase in premium plus overhead and administration.

Certificates of insurance for all required coverage including a copy of the Alternate Employer Endorsement under a., shall be delivered to OWNER prior to the commencement of the Service and should the certificate and endorsement expire during the term of this Agreement, a new certificate and endorsement must be provided in a timely fashion at each renewal.

12. MAINTENANCE FIRM's Services Are Not Exclusive

MAINTENANCE FIRM understands that OWNER may enter into agreements with other parties who may provide visitor-oriented services similar or identical to those provided by MAINTENANCE FIRM under this Agreement. MAINTENANCE FIRM shall not have the sole and exclusive right to provide the Services to OWNER.

13. Severability

If one or more of the provisions of this Agreement shall be found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired.

14. Construction and Enforcement

This Agreement shall be construed and enforced pursuant to the laws of the Seychelles. Furthermore, this Agreement shall be binding upon, and shall inure to the benefit of, the Parties hereto, and their successors and assigns.

15. Arbitration

Except for claims of equitable relief (which OWNER may immediately pursue against MAINTENANCE FIRM in any court located in Victoria, Seychelles if a dispute arises between the Parties hereto, the Parties agree to submit such dispute to resolution by final and binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the “Rules”). Any award rendered by the arbitrator pursuant to this Agreement and the Rules shall be enforceable in any court having jurisdiction. The prevailing party shall be entitled to recover its reasonable attorneysʼ fees and expenses and court costs incurred therein.

In agreeing to Arbitration, the Parties acknowledge that in the event of a dispute arising from this Agreement, each Party is giving up the right to have the dispute decided in a court of law before a judge or jury and instead are accepting the use of arbitration for resolution.

16. Entire Agreement

This Agreement and its appendices contain the entire understanding and agreement of the Parties, and all prior oral representations, promises, statements and understandings are merged into this Agreement. No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other provision hereof, whether or not similar, nor shall such waiver constitute a continuing waiver, and no waiver shall be binding unless executed in writing by the party making the waiver.

17. Assignment and Subcontracting

MAINTENANCE FIRM shall not have the right to assign this Agreement without OWNERʼs prior written consent. Similarly, the MAINTENANCE FIRM shall not subcontract any of the Services provided pursuant to this Agreement without OWNERʼs prior written approval. OWNER may withhold its consent in its sole and absolute discretion. Any such subMAINTENANCE FIRM must comply with the obligations, terms and conditions imposed upon MAINTENANCE FIRM by this Agreement. OWNER may assign this Agreement to a successor in interest.

18. WIFI Onsite

MAINTENANCE FIRM technicians shall be given access to the WIFI system to allow for proper uploading of information to the database and complete maintenance sheet requirements.

A.1. Scope of Services

The Company agrees to perform the following services for the OWNERʼs Fan Coil Units (FCUs) as specified in the agreed-upon Service Quote or Annual Maintenance Contract: At Club Med, there are the following quantities of FCU connected to the chiller system and split systems isolated from the chiller system with a total of 740 units:

The quantity of Common + Services and Split Units is manageable to service 2 or 3 times a year based on Club Medʼs requirements. It may be difficult to service all FCU and Split Systems in a 6-month period simply because the rooms may be constantly occupied.

Important Note: It is crucial that the MAINTENANCE FIRM and Operations team work closely together to be as productive as possible. This includes being flexible when rooms are occupied and maximizing service opportunities when rooms become available.

RSS is estimating that 5-6 FCU units can be serviced per technician per day for a total of 10-12 units per day. A majority of the units would need to be serviced afterhours so operations is not impacted. The plan would be to focus on the rooms as a priority and if 12 rooms are not available to service at one time, RSS serviceʼs the available resort rooms first and then falls back on Common + Services and Split Units as a secondary objective.

A.2. Standard Maintenance Service (Per Unit)

Refer to Appendix C for the detailed Method Statement for FCU Servicing.

A.3. Condition of Execution of Services

A.3.1. All ordinary maintenance (OM) and preventive maintenance (PM) operations will be carried out by the MAINTENANCE FIRM during normal working hours. For any maintenance requested by the OWNER outside normal working hours (providing that it is possible to carry it out), the OWNER will pay the MAINTENANCE FIRM the greater costs due to such operation, calculated based on the prices given in the "Repair Service" section (A.4).

A.3.2. Service visits will be scheduled in advance with the OWNER. While the Company will make every effort to adhere to the schedule, a specific time slot cannot be guaranteed.

A.3.3. The OWNER must provide a minimum of [e.g., 24 hours] notice to cancel or reschedule a service visit. Failure to do so may result in a cancellation fee equal to [e.g., 50% of the service cost].

A.3.4. The MAINTENANCE FIRM shall perform all scheduled maintenance activities in accordance with the mutually agreed service plan. However, if due to hotel occupancy, guest privacy, or operational restrictions, access to certain rooms or areas is not granted, such units shall be recorded in the service report as “Deferred due to Access Limitation.” The OWNER acknowledges that:
• Such deferred units shall not be considered missed or non-performed under this Agreement;
• RSS shall not bear any financial or contractual liability for the delay;
• Deferred services shall be completed at the earliest possible date mutually agreed upon with Hotel Operations; and
• If more than ten percent (10%) of the total units cannot be serviced during a scheduled cycle due to occupancy, RSS reserves the right to extend the service period or to invoice additional mobilization costs associated with re-scheduling.

Payments shall remain due according to the original schedule, irrespective of deferred units. Any pending units will be completed within the next available access window at no additional cost to the OWNER, unless the cumulative deferral exceeds 10% in which case additional mobilization fees may apply.

A.4. Repair Service

In the event of a breakdown between visits, €45 per hour will be chargeable and any parts will be extra.

During technical assistance interventions the dedicated RSS/ISPC Technician shall fully fill in the Intervention Report and the Intervention Report shall have to be signed by the OWNER or by a person authorised by the same, in sign of acceptance.

A.5. Compensation

A.5.1. For all financial terms, refer to Section 4 ("Invoicing and Fees") of the main Agreement. If the OWNER does not pay the amounts due on the date indicated and within the terms laid down, the MAINTENANCE FIRM will have the right to interest, starting from the day on which payment is due. Unless otherwise agreed, the annual rate of such interest will be 10% on yearly basis.

A.6. OWNERʼs Obligations

The OWNER agrees to:
- Provide the Company's technicians with safe and unimpeded access to all FCUs at the scheduled service time.
- Ensure that the area around each FCU is clear of furniture, personal belongings, and any obstructions that would hinder service.
- Notify the Company of any known issues with the units prior to the service visit.
- Provide a safe working environment for the Company's technicians, free from hazards.
- Direct contact multiple times a week and communication to operations to obtain the detailed occupancy details to plan the works.

A.7. Exclusions from Service

A.7.1. The present agreement excludes:

A.7.2. All maintenance operations deriving from:
- Incorrect installation of the equipment, when the same has been carried out by a third party which is not the MAINTENANCE FIRM, the SUPPLIERMAINTENANCE FIRM or a company acting on behalf of the latter as a consequence because of an assignment entrusted to them.
- Tampering, improper use of equipment and/or the use of unsuitable substances (detergents, additives etc.).
- Any spare parts.
- Replacement of spare parts (if in stock or provided by the OWNER) are NOT INCLUDED in our scope during our maintenance visit. An invoice will be issued based on work order recorded time spent plus materials.
- Any upgradation, cabling, conducting.

A.7.3. The following are not included in the standard service and may incur separate charges or require a separate contract:
- Supply or replacement of any parts (e.g., fan motors, control boards, coils).
- Repairs of refrigerant lines or the main chilled water system.
- Work on the main chilled water plant, pumps, or related plumbing.
- Any civil works, painting, or plastering.
- Repair of pre-existing water damage or structural issues.
- Emergency call-outs outside of a pre-defined service contract.
- All works listed above that are not included would be charged at an hourly rate of €45/hr and quoted prices for spares.

In addition to the terms and conditions imposed by the Agreement, MAINTENANCE FIRM, and every employee, agent and representative of the MAINTENANCE FIRM, agree to comply with the following rules:

1. Always be courteous to the Hotelʼs guests, residents, and employees.
2. Always report and turn-in lost and found items.
3. Always wear proper identification and/or a name card.
4. No possession of weapons or explosives on hotel property.
5. No smoking in any public areas or areas visible to the Hotelʼs guests. If a designated area is available, smoke only in that designated area.
6. No behavior that creates an intimidating, hostile, offensive, or inappropriate work environment.
7. No behavior that is or could be perceived as threatening or violent. No fighting, use of threatening, obscene or abusive language, or harassment of guests, residents, or employees through verbal or physical conduct at any time in any manner.
8. No unauthorized presence in any guest/resident area or use of guest/resident facilities.
9. No unauthorized visitors on hotel property.
10. No gambling on hotel property.
11. No use or possession of alcohol, drugs, or drug paraphernalia while on hotel property or while performing any portion of the Services.
12. Any package leaving the Hotel is subject to inspection by the security officer on shift or by a member of hotel management.
13. Solicitation is not permitted on hotel property.

Step-by-Step Servicing Procedure

1. Switch off electrical supply to the FCU and ensure system is isolated.
2. Close chilled water isolation valves to the unit.
3. Remove FCU covers/panels to access internal components.
4. Check and clean the air filters. Replace if damaged or excessively dirty.
5. Inspect and clean the cooling coil with appropriate coil cleaner:
   - Advanced Condencide Cleaner - Alkaline evaporator cleaner & disinfectant. Bacteria, fungi and other microbes growing on air conditioning coils are a source of bad odours, allergic reactions and can also spread diseases. CondenCide is a heavy duty coil cleaner that will not only shift the worst evaporator dirt and grime, but contains a powerful disinfectant to kill virtually all bacteria in under sixty seconds. It is the perfect coil cleaner for indoor units – It features a heavy duty formula that will thoroughly clean and disinfect -and the concentrated formula also offers excellent value for money. CondenCide will thoroughly clean and disinfect aluminium coils and condensate trays in air conditioning systems.
   - Apply solution evenly, allow short contact, then rinse thoroughly with clean water to prevent corrosion.
6. Check and clear the condensate drain tray and pipe to prevent blockages:
   - Diversey Suma Drain GTS Plus 20L (W1779) → Use at 1:5 to 1:10 dilution with clean water (100–200 ml per 1 L water) for maintenance cleaning.
   - For heavy blockages, use at lower dilution or neat, following manufacturerʼs safety instructions.
7. Inspect fan motor and blower assembly. Clean blades and housing.
8. Lubricate moving parts where applicable.
9. Check condition of electrical connections and control components.
10. Inspect chilled water valves and actuators for leaks or damage.
11. Reassemble unit and ensure all panels are securely fixed.
12. Open chilled water valves and restore electrical supply.
13. Run the unit and check for abnormal noise, vibration, or leaks.
14. Measure and record supply and return air temperatures, water flow, and overall performance.
15. Complete service report and hand over to client/responsible party.

Safety Precautions

• Always follow lockout/tagout procedures.
• Wear appropriate PPE (gloves, goggles, masks).
• Handle acidic coil cleaner (D5.2) and alkaline drain cleaner (GTS Plus) with care.
• Rinse thoroughly after chemical use to avoid corrosion or residue.
• Avoid mixing chemicals.