terms-of-service | Dmp & Partners

Understanding our commitment to you: how we work to ensure your satisfaction and protect your interests.

1. These terms and how we can change them

1.1 Our agreement with you

These terms, together with our engagement letter or proposal to you (the “Engagement Letter”), form our agreement with you to provide business advisory and corporate services. These terms apply to each matter we work on with you.

If there is a conflict between these terms and the Engagement Letter, these terms will prevail, unless the Engagement Letter expressly overrides them in writing.

Any reference to “we”, “us”or “our”in these terms is to DMP & Partners(as defined in the Engagement Letter), and any reference to “you”or “your”is to the person or entity instructing us or placing an order for our services.

1.2 Changes to these terms

We may change these terms from time to time in response to legal, regulatory or technological changes, and commercial needs, and we may increase our fees and hourly rates as explained in clause 7.

If we change these terms, we will notify you and you may contact us to terminate your instructions before the changes take effect. However, the terms which apply to your agreement with us will normally be those in force at the time you signed or accepted the Engagement Letter, unless otherwise agreed in writing.

2. Limitations on our services

2.1 Nature and jurisdictional scope of our services

Our services are focused on business development advisory and corporate servicesand are generally based on:

the laws and regulations of the United Arab Emirates (UAE)and, where relevant,
the rules and regulations applicable in the free zone or jurisdiction in which we or you are licensed or operating.

We do notprovide advice on the laws of jurisdictions outside the scope expressly stated in the Engagement Letter and we do not act as a law firmor appear on your behalf before courts or judicial authorities, unless clearly agreed and permitted under applicable local regulations.

2.2 Consumer and business customers

For the purposes of these terms:

you are a “consumer”if you are an individual buying services for purposes wholly or mainly outside your trade, business, craft or profession;
you are a “business customer”if you are buying services for purposes relating to your trade, business, craft or profession.

Some clauses are more relevant to consumers and others to business customers. In case of doubt, you will generally be treated as a business customerif you are a company, partnership or other organisation, or if the Engagement Letter states that you are engaging us in a business capacity.

2.3 Your regulatory responsibility (business customers)

If you are a business customer, you are responsible for ensuring that you have all necessary licences, permits and approvals to conduct your business lawfully and in compliance with UAE law and any applicable free zone / foreign regulations.

2.4 Suitability of services

Our services are provided according to standard industry practice and our standard business terms. You warrant that the services are suitable for you as they are, unless you expressly notify us in writing that you require specific adaptations or additional scope.

We will give you an opportunity to review key deliverables and provide feedback to determine if reasonable amendments are needed within the agreed scope. If no amendments are requested within the timeframe set out in the Engagement Letter, you are deemed to be fully satisfied with the services delivered.

3. About us

3.1 Our legal status

We are DMP & Partners, as identified in the Engagement Letter, which may include a UAE entity such as:

DMP Global Alliance FZCO,registered in IFZA – International Free Zone Authority, Dubai, United Arab Emirates,with licence and registered address as set out in the Engagement Letter.

(If a different group company or entity is your contracting party, this will be clearly stated in the Engagement Letter.)

We may from time to time use the word “partner”to refer to a senior staff member, but this does not necessarily mean that they are a partner, shareholder, or director of the company.

3.2 How to contact us

You can contact us using the contact details set out in the Engagement Letter, for example:

Email:info@dmpalliance.com (or such other address as notified to you in writing).

3.3 Regulatory status in the UAE

We are not a law firmregulated as advocates before UAE courts and we do not provide reserved legal activities(such as court advocacy, notarial services, or activities that under UAE law require a specific local legal licence), unless expressly stated and subject to applicable local regulations.

Where your matter requires such regulated activities, we will inform you and may recommend that you instruct a suitably qualified and licensed UAE law firm, legal consultant or notary. We can, where agreed, coordinate with such professionals.

3.4 Professional indemnity

We maintain professional indemnity insurance in respect of our own legal liability, up to a limit stated in the Engagement Letter (for example, up to the equivalent of USD 1,000,000per claim, or such other amount as we notify to you). Our liability is further limited as set out in clauses 12 and 13.

4. Our services

4.1 Matters outside the scope of our instructions

We only advise on matters within the scope of our instructions, as set out in the Engagement Letter. Unless clearly stated otherwise, we do notadvise on:

tax or accounting advice;
regulated legal services before courts or authorities;
the laws of jurisdictions other than those expressly mentioned in the Engagement Letter;
financial, investment or commercial viability advice.

You may wish to obtain separate specialist advice on these matters from appropriately qualified professionals.

4.2 Only you can rely on our advice

Our advice is intended solely for you as our client, as identified in the Engagement Letter. We do not accept or assume responsibility to anyone other than the clients identified there. Unless we agree otherwise in writing, you must not share our advice with anyone else for them to rely on.

4.3 Third-party service providers

We may instruct third parties (such as local advisors, expert consultants, accountants, corporate service providers, or other specialists) to provide services in connection with your matter. Where appropriate, we may instruct these third parties as your agent, so that you contract with them directly.

You are responsible for the fees and costs of such third parties and their services are provided to you on their own terms. We will exercise reasonable care in selecting and appointing them, but we are not responsible for the services they provide.

4.4 Delays outside our control

If our services to you are delayed by an event outside our reasonable control (for example, delays from authorities, other counterparties, or third-party providers), we will inform you as soon as reasonably possible and take reasonable steps to minimise the delay. As long as we do this, we will not compensate you for the delay. You retain your rights to terminate our instructions as set out in clause 16.

5. What you agree to do

You agree to:

provide us with clear, timely and consistent instructions;
respond fully, accurately and promptly to our requests for information and documents;
cooperate with us and with any third parties we instruct on your behalf;
ensure the information you provide is correct and complete to the best of your knowledge and belief;
inform us immediately if your contact details or relevant circumstances change;
take reasonable steps to properly secure your communications and IT systems when dealing with us;
pay our fees, disbursements and expenses as set out in these terms and the Engagement Letter;
verify any change to our payment details that you receive by email, by contacting us using previously verified contact information.

6. Our communications with you

6.1 Email and electronic communication

For convenience and speed, we will generally correspond with you by email and may also use secure portals or other electronic means. Email is inherently insecure, and we are not liable for loss or damage caused by email use, provided we have implemented reasonable security measures.

6.2 Blocked or filtered emails

Our systems may occasionally block or filter emails. We are not responsible for losses resulting from such filtering, provided we have reasonable systems in place.

6.3 Business hours

Our standard business hours and public holidays will be as stated in the Engagement Letter. Team members may sometimes respond outside normal hours at their discretion, but there will be times when we are not available.

6.4 Who we can take instructions from

We may act on instructions from, and provide advice to, any person named in the Engagement Letter as an authorised contact for you, unless you inform us otherwise in writing. For organisations, we may request evidence (such as a resolution or power of attorney) confirming who is authorised to instruct us.

6.5 Adjusting to your communication needs

We aim to support equality and accessibility. If you have particular communication or accessibility needs, please let us know and we will explore how we can accommodate them.

7. Our fees, disbursements and expenses

7.1 Basis of our fees

How we calculate our fees is set out in the Engagement Letter. Our fees may be calculated:

on a time-spent basis,
on a fixed-fee basis,
or a combination (for example, staged fees or success-based components), as agreed.

7.2 Time-spent fees

Where fees are based on time spent:

Time units: we measure time in six-minute units (ten units per hour). Any task taking less than six minutes is rounded up to one unit.
Hourly rates: different team members may have different hourly rates, as stated in the Engagement Letter.
Rate changes: we may adjust our hourly rates from time to time (for example, annually or where your matter becomes more complex or urgent). We will notify you of any changes.
Estimates: any fee estimates or automated quotes are non-binding. We may revise estimates as the matter progresses and you remain liable for all fees properly incurred, even if they exceed initial estimates.

7.3 Fixed fees

Where we agree a fixed fee:

the fixed fee is based on the scope and assumptions set out in the Engagement Letter;
if those assumptions prove incorrect or the scope changes materially, we may agree an amended fixed fee or switch to a time-spent basis, notifying you in advance;
if you terminate our instructions (other than due to our breach), we may charge either (i) the agreed fixed fee, or (ii) our time costs incurred up to termination, as stated in the Engagement Letter.

7.4 Disbursements, expenses and taxes

All fees we quote are exclusive of:

disbursements(third-party charges, official fees, government fees, translation costs, etc.);
expenses(e.g. travel, printing, couriers, bank transfer charges, data rooms);
applicable taxes(including VAT or equivalent indirect taxes) as required under UAE law or other applicable tax law.

You must pay all such amounts in addition to our fees.

7.5 Deposits / retainers

We may request an advance payment, deposit or retainer before starting work or at any time during a matter. Unless agreed otherwise in the Engagement Letter, such amounts may be applied against our invoices and may be non-refundable to the extent allowed by law.

8. Our invoices

8.1 Invoicing

We will invoice you at the intervals or milestones stated in the Engagement Letter and/or on completion of key stages or the matter itself.

8.2 Disbursements and expenses

We may invoice disbursements and expenses at any time, including after we have invoiced our fees for the relevant period.

8.3 Queries on invoices

If you believe an invoice is incorrect, you must notify us in writing as soon as reasonably possible, setting out your reasons. We will review your concerns in good faith. Nothing in this clause affects any non-excludable rights you may have under applicable UAE law.

8.4 Payment terms and late payment

Unless otherwise specified in the Engagement Letter, invoices are due on receipt. If you fail to pay on time:

we may charge interest on overdue amounts at a reasonable commercial rate (for example, a certain percentage above the base rate of a reputable international bank or as allowed under applicable law);
we may suspend work or cease acting for you until payment is made.

8.5 Third-party funding

Even if a third party has agreed, or is expected, to pay our charges, you remain primarily responsible for paying all of our fees, disbursements and expenses.

8.6 Multiple clients

Where we act for more than one client jointly on a matter, all such clients are jointly and severally liablefor our fees, disbursements and expenses.

9. Consumer cancellation rights

(This clause applies only if you are a consumer and if mandatory UAE consumer laws grant or permit such rights. Where mandatory law provides stronger rights, that law will prevail.)

If you are a consumer and you enter into a contract with us at a distance (for example, electronically), we may grant you a cooling-off period(for example, 14 days) as set out in the Engagement Letter. During this period you may cancel the services by written notice, subject to paying for any services already performed at your request.

The Engagement Letter will specify:

whether a cooling-off period applies;
its length;
the consequences of requesting us to start work before the end of that period.

10. Faulty services – consumers

(Applies only if you are a consumer.)

We must provide services with reasonable care and skill. If you believe we have failed to do so, you should inform us as soon as reasonably possible. Where appropriate and to the extent permitted by law, we may:

repeat or remedy the services, or
provide a reasonable partial refund,

taking into account the nature of the defect and the work already performed.

Nothing in these terms limits any mandatory consumer rights you may have under applicable UAE law.

11. Faulty services – business customers

(Applies only if you are a business customer.)

11.1 Warranty

We warrant that our services will be performed with reasonable care and skill and in accordance with these terms and the Engagement Letter.

11.2 Exclusive remedy

Your sole and exclusive remedy for any breach of the above warranty is that we will, at our option:

remedy the defect; or
re-perform the affected services;

provided that:

you notify us in writing within a reasonable period (for example, 7 calendar daysfrom completion of the relevant services); and
you describe the alleged defect in reasonable detail and cooperate with us to assess it.

11.3 Exclusions

Except as expressly set out in this clause 11 and to the maximum extent permitted by applicable law, all other warranties, conditions or terms (express or implied) relating to the services are excluded.

12. Our liability to consumers

(Applies only if you are a consumer.)

If we breach these terms or are negligent, we are liable for the reasonably foreseeableloss or damage you suffer as a result, subject to the limitations below.

We are notliable for:

loss or damage that was not foreseeable;
loss or damage not caused by our breach or negligence;
any business-related loss (including loss of profit, business, or opportunity).

Nothing in these terms excludes or limits our liability for:

death or personal injury caused by our negligence;
fraud or fraudulent misrepresentation; or
any other liability that cannot be excluded or limited under applicable UAE law.

Subject to the above, our total aggregate liability to you under or in connection with these terms and the Engagement Letter will be limited to 100% of the total fees actually paid by youto us under the relevant Engagement Letter.

13. Our liability to business customers

(Applies only if you are a business customer.)

13.1 Insurance

We maintain professional indemnity insurance up to a limit described in the Engagement Letter. You are responsible for arranging any additional insurance you consider necessary.

13.2 Non-excludable liabilities

Nothing in these terms limits any liability that cannot legally be limited, including liability for:

death or personal injury caused by our negligence;
fraud or fraudulent misrepresentation;
any other liability which cannot be excluded under applicable UAE law.

13.3 Excluded types of loss

To the fullest extent permitted by law, we will not be liable to you for:

loss of profits, revenue or income;
loss of business or sales;
loss of agreements or contracts;
loss of anticipated savings;
loss or corruption of data, software or information;
loss of goodwill;
any indirect, special or consequential loss or damage.

13.4 Overall cap

Subject to clause 13.2 and 13.3, our total aggregate liability to you arising under or in connection with these terms and the Engagement Letter (whether in contract, tort (including negligence), breach of statutory duty or otherwise) will be limited to 100% of the total fees actually paid by youto us under the relevant Engagement Letter.

13.5 Avoidable loss and cooperation

We will not be liable for any loss that you could reasonably have avoided by taking reasonable steps, including by promptly providing accurate information and instructions and cooperating with us.

13.6 Survival

This clause 13 will survive termination of these terms and the Engagement Letter.

14. No claims against our staff

Our services are provided by our staff on behalf of the contracting entity identified in the Engagement Letter. No individual employee, consultant, officer or director assumes personal responsibility to you in relation to work carried out under these terms.

You agree that:

any claim in connection with our services shall be brought only against the contracting entity and not against any individual;
if you do bring a claim against an individual, they may rely on these terms, including all limitations of liability.

15. Events beyond our control

We are not liable for any failure or delay in performing our obligations under these terms where such failure or delay results from events or circumstances beyond our reasonable control, including but not limited to changes in law or regulation, governmental or regulatory action, war, pandemic, or failures of third-party systems.

16. How you and we can terminate our agreement

16.1 Termination by you or us

You may terminate your instructions at any time by giving us written notice.

We may stop acting for you if we have reasonable grounds, for example where:

you fail to pay our invoices on time;
you do not provide timely or accurate instructions;
there is an actual or potential conflict of interest;
continuing to act would breach applicable law or regulation;
the relationship of trust and confidence has broken down;
there are serious concerns regarding compliance, AML or sanctions.

We will give you written notice explaining our decision where permitted by law.

16.2 Payments on termination

If you terminate your instructions or we stop acting for you, you must pay all fees, disbursements and expenses incurred up to the date of termination, plus any reasonable costs we incur after termination (for example, in transferring files to another adviser).

16.3 Retention of documents

If you do not pay our invoices on time, we may, to the extent permitted by law, retain documents, files and other materials relating to any matter until you have paid in full, subject to your rights under applicable data protection law.

17. How you can use our work and how we handle your documents

17.1 Intellectual property

We retain all intellectual property rights in any documents or materials we create. We grant you a non-exclusive, non-transferable licence to use them solely for the purposes of your own internal business or personal use in respect of the specific matter for which they were created.

You must not share, sell, licence or otherwise make our work available to third parties for their own use, unless we agree in writing.

17.2 Document retention

When your matter is completed or we cease acting for you, we may retain your file (including electronic records) for a period we consider reasonably necessary for legal, regulatory or business purposes, after which we may securely destroy it, subject to any mandatory retention requirements.

Original documents may be returned to you on request, subject to settlement of outstanding invoices.

18. Complaints and other concerns

18.1 Internal complaints

We aim to provide a professional and high-quality service. If you are unhappy or have any concerns, please first contact the person handling your matter.

If you are not comfortable doing so, you may contact the contact person for complaints identified in the Engagement Letter. We will then follow our internal complaints procedure and respond within a reasonable timeframe.

18.2 External dispute resolution / regulators

Depending on your jurisdiction and the nature of the services, you may have the right to raise a complaint with:

a relevant free zone authorityor licensing authority;
a consumer protection authority; or
another competent authority in the UAE.

Details may vary and we recommend that you seek independent advice if you wish to escalate a complaint externally.

19. Confidentiality

19.1 Our duty of confidentiality

We will keep your confidential information confidential and will use it only for the purposes of providing services to you, except where:

disclosure is required by law, regulation or a competent authority;
disclosure is necessary to enforce our rights or defend claims;
you have consented to the disclosure.

19.2 Use of staff and subcontractors

To deliver our services, we may need to share confidential information with members of our staff, affiliates, and trusted subcontractors. We require such persons to keep your information confidential and to use it only for the purposes of providing services to you.

20. Data protection

20.1 Our privacy policy

Our processing of personal data is explained in our Privacy Policy, available on our website or provided to you separately. This includes information on:

what personal data we collect;
how and why we use it;
how long we keep it;
your rights under applicable data protection laws, including UAE Federal Decree-Law No. 45 of 2021(UAE Personal Data Protection Law), where applicable.

20.2 International transfers

Your personal data may be stored or processed inside or outside the UAE. Where we transfer personal data internationally, we will take appropriate measures to comply with applicable data protection laws.

21. Anti-money laundering, sanctions and compliance

21.1 AML and sanctions checks

We must comply with applicable anti-money laundering (AML), counter-terrorist financingand sanctionslaws and regulations in the UAE and any other relevant jurisdiction.

This may require us to:

verify your identity and beneficial ownership;
obtain information regarding the source of funds and the nature of your business;
conduct ongoing monitoring.

21.2 Provision of documents

You must promptly provide all documentation and information we reasonably request for AML and sanctions checks. We may be unable to start or continue acting for you until these checks are completed.

21.3 Reporting obligations

If we know or suspect that money laundering, terrorist financing or other unlawful activity may be occurring, we may be legally required to report this to the relevant UAE financial intelligence unit or authoritywithout informing you in advance. This may require us to cease acting for you, and we may not be able to explain the reasons.

We are not liable for any loss arising from our compliance with such legal or regulatory obligations.

22. Conflicts of interest

We seek to avoid acting where there is an actual or potential conflict of interest between you and another client. We have procedures in place to identify such conflicts.

If a conflict arises or appears likely, we may:

disclose it to you (as far as permitted by confidentiality obligations);
seek your consent to continue acting, where allowed; or
cease acting for one or more parties, if necessary.

23. Other important terms

23.1 No third-party rights

This contract is between you and us. No other person has any rights to enforce any of its terms, save for our staff as described in clause 14.

23.2 Severability

If any provision of these terms is held to be invalid or unenforceable by a court or competent authority, the remaining provisions shall continue in full force and effect.

23.3 Governing law and jurisdiction

These terms and any non-contractual obligations arising out of or in connection with them are governed by:

the laws of the Emirate of Dubai, and
the applicable federal laws of the United Arab Emirates.

The courts of Dubai (onshore)shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these terms, unless the Engagement Letter specifies another competent forum (such as arbitration or a specific free zone court).