Terms of Business

These terms govern the delivery of our professional services in connection with all current and future instructions received from you or any of your affiliates.

SERVICE: A designated partner will have overall responsibility for your matters and will liaise with other relevant professionals within the company as necessary. Any new instructions, questions, or issues should be addressed to that partner professional as your primary point of contact. Our services are advisory in nature, and no specific outcome, result, approval, or success is guaranteed. All advice is provided on a best-efforts basis, and you acknowledge that decisions or actions taken based on our advice remain your responsibility.

AUTHORITY: Any instructions provided to us by a person presenting themselves as authorized to act for you, including directors, staff, agents, or other representatives, shall be treated as valid and given with your approval. You confirm and accept that, in the performance of our services, we may rely on and act upon directions received from any such individuals. Instructions may be delivered in written or oral form, implied by actions, and transmitted in person, via email, by telephone, or through any other method of communication.

ENGAGEMENT: Any request to retain us or to proceed with work, whether made directly by you or by any director, officer, employee, agent, or other individual acting on your behalf, shall be treated as your agreement to be bound by these terms.

CLIENT IDENTIFICATION REQUIREMENTS: We will ordinarily only be able to accept instructions and begin providing services once all required client identification and verification information has been received and validated. For these purposes, information will be considered valid if it has been confirmed by you or by an authorised representative within the last twelve (12) months.

REGULATORY COMPLIANCE AND DUE DILIGENCE: Before accepting any engagement, we are legally obliged to conduct anti–money laundering and related risk assessments. In doing so, we may collect, process, and verify personal and corporate data through external verification providers, including providers operating in other jurisdictions.

CHARGES: Our professional fees are typically based on the time spent on your matters, with hourly rates varying according to experience, area of practice, and other relevant considerations. Depending on the type, nature, and scope of the engagement, we may also agree to a fixed or capped fee, subject to defined assumptions and conditions, including the possibility of adjustment if the scope of work changes or any underlying assumptions are not met. Fixed or capped fees will generally apply only where the deliverables can be clearly defined.

FEE ADJUSTMENTS: In exceptional cases, and with prior notice, we may revise fees where we consider that the time spent does not fairly reflect the value of the services provided, or where specific circumstances justify an adjustment. Factors that could influence such adjustments include the nature or volume of work, complexity, urgency, importance, size of the assignment, or the inherent value of the expertise and knowledge applied.

FEE ESTIMATES: When the scope and components of a matter are clearly defined, we can, upon request, provide an estimate of likely fees based on relevant assumptions. Where appropriate, we may also agree in advance on upper limits for specific tasks or phases of work. It should be noted, however, that accurate estimation is often difficult, as various factors can materially affect the time required to complete an assignment. If an estimate cannot be provided, we can, if requested, supply the applicable hourly rates (excluding taxes and expenses) for the personnel likely to handle the matter, and, where relevant, for others involved. Alternatively, we may provide a fee range indicating minimum and maximum expected costs, or estimates for initial or subsequent stages of the engagement.

DISBURSEMENTS: In addition to our professional fees, clients are responsible for disbursements, which may include costs such as Ministry search fees, international telephone and fax charges, courier services, translation, notarisation and legalisation fees, government and court fees, travel, and other business-related expenses, including in-house bulk photocopying or printing.

ADVANCE PAYMENTS: We typically require payment in advance of part, or in some cases all, of the expected fees and disbursements before starting work on a matter. Additional advance payments may also be requested as the matter progresses. Any funds paid to us on account will be held until either an invoice for fees is issued (with deductions possibly made only at the conclusion of the matter) or until expenses or disbursements need to be paid. We are entitled to apply funds held on your behalf from our Client Account to settle any outstanding invoices or to cover incurred expenses and disbursements. Any remaining balance after all fees, expenses, and disbursements have been settled will be returned to you upon completion of our engagement, unless otherwise agreed. We reserve the right to pause or suspend work if advance or interim payments are not made promptly. Please note that the total fees and disbursements for a matter are likely to exceed any advance or interim payments made.

BILLING: Our invoices, which include disbursements, are normally issued on a monthly basis and are expected to be paid promptly, and in any event within 30 days from the invoice date. You remain responsible for the full payment of fees and disbursements, even if a third party is contractually or otherwise expected to cover them. If a third party is responsible for payment, we will still issue the invoice to you as the recipient of our services. Any questions or disputes regarding an invoice must be raised within thirty (30) days of receipt; we are not obliged to consider queries received after this period. Invoices include expenses and other charges for the relevant period, with any costs not billed in the current month carried over to the next invoice. We may charge interest on overdue amounts at 1% per calendar month or part thereof, without further notice. In cases of non-payment, we may suspend services while charging fully for all work and expenses incurred up to that point.

BANKING COSTS AND RISKS: We reserve the right to pass on any bank charges associated with your matters. We do not assume any liability for credit or banking risks related to the handling of your funds.

TAXES AND DUTIES: All estimates, fees, invoices, disbursements, and other costs are exclusive of any taxes, levies, or duties. Value Added Tax (VAT) will be applied to all fees and disbursements at the prevailing rate at the relevant tax point. If you are registered for VAT in the UAE, we can provide, upon request, copies of disbursement invoices for which you may be able to reclaim input VAT. Requests for zero-rating VAT will be considered on a case-by-case basis. We retain the right to determine the application of VAT on our invoices, including the rate, based on information provided by you, which we are entitled to rely upon.

CURRENCY AND PAYMENTS: All payments must be made in UAE Dirhams (AED), unless we have agreed to issue invoices in US Dollars (USD) or Euros (EUR), in which case payment must be made in the same currency as the invoice. We are not responsible for any foreign exchange risk, differential, or any taxes, levies, or duties arising in connection with fees, invoices, disbursements, or other costs, and you agree to reimburse us for any such amounts.

CONFIDENTIALITY AND DISCLOSURE: In line with the professional and ethical obligations governing our practice, we preserve the confidentiality of client information and will not disclose substantive details relating to your matters to third parties without your prior consent, except where disclosure is required by applicable law. Notwithstanding this, we may, in response to enquiries from legal publications, existing clients, or prospective clients, refer to client names and provide high-level descriptions of completed transactions or matters. Such general information may also be included in proposals or marketing materials. Unless we receive written instructions from you to the contrary, we will assume that the disclosure of this limited, non-confidential information is permitted and will exercise our professional judgement when doing so.

CONFLICTS OF INTEREST: If a transaction, matter, or dispute gives rise to an actual or potential conflict of interest, including where it involves one or more existing clients, we may decline to act or proceed only after obtaining the informed consent of the relevant parties.

INTELLECTUAL PROPERTY: We retain and own the intellectual property rights in all material provided to you or generated in connection with our services.

ELECTRONIC COMMUNICATIONS: In an effort to provide you with efficient service, we may communicate with you electronically. As you are aware, electronic transmission is not always entirely secure. Accordingly, you will not hold us, or our fee earners, employees or representatives, responsible for any loss, liability or damage arising in connection with such communications.

LIMITATION OF LIABILITY: All rights and obligations arising from our engagement are solely between you and Evorit Strategy Consulting L.L.C – FZ. No partner, employee, or representative shall bear personal liability in connection with any aspect of our engagement. The aggregate liability of Evorit Strategy Consulting L.L.C – FZ, whether in contract, tort (including negligence), or otherwise, shall in no circumstances exceed the total professional fees paid by you in respect of the relevant engagement. This limitation applies notwithstanding any other provision of these terms, except to the extent prohibited by applicable law.

EXCLUDED DAMAGES: To the fullest extent permitted by law, we shall not be liable for any indirect or consequential loss, including but not limited to loss of profit, loss of business opportunity, loss of revenue, loss of reputation, or any other economic or non-economic consequential damages, arising out of or in connection with our services, advice, or these terms, whether arising in contract, tort (including negligence), or otherwise.

TERMINATION AND SUSPENSION: You may end our engagement or request a pause in services on any matter at any time by giving written notice. We may likewise withdraw from, or terminate, the engagement upon written notice where we reasonably consider such action necessary or appropriate, without prejudice to any rights you may have under applicable law.

We also reserve the right to stop work immediately, in whole or in part, where we reasonably determine that continuation is not possible or appropriate, including where: (a) you, or any related party in a relevant capacity, becomes subject to sanctions imposed by any international, governmental, or regulatory authority; or (b) new laws or regulations are issued that could expose us or any member of our team to sanctions or disciplinary measures. In such circumstances, we will inform you as soon as reasonably practicable and issue a final invoice covering all fees and disbursements accrued up to the date work ceased, which shall be payable immediately. Any surplus funds held on account as of that date will be returned to you, where practicable, within thirty (30) days.

For the avoidance of doubt, any termination, suspension, or cessation of services- whether initiated by you or by us- does not release you from the obligation to pay for all services performed and expenses incurred prior to the effective date, or for any additional work reasonably required to facilitate the orderly handover of files or work in progress. To the fullest extent permitted by law, we shall not be liable to you or any affiliated party for any loss, liability, or damage arising from or in connection with any suspension, withdrawal, or cessation of services carried out in accordance with these terms.

FORCE MAJEURE: We shall not be liable for any failure or delay in performing our obligations under these terms to the extent such failure or delay is caused by events beyond our reasonable control, including, without limitation, regulatory or legal changes, sanctions, acts of war, pandemics or epidemics, strikes, civil unrest, natural disasters, or failure of systems or technology. In such circumstances, we may suspend or delay performance for the duration of the event without liability.

DATA PROTECTION: In delivering our services, we may collect and process personal data relating to you and, where relevant, your employees or representatives. Information regarding how such data is handled and protected is set out in our Privacy Notice, which forms part of these terms.

THIRD-PARTY SERVICES AND RELIANCE: Our duties and liabilities are owed exclusively to you as our client. We accept no responsibility for services performed by third parties engaged in connection with your matters. Our advice may not be shared with any third party without our prior written approval.

AMENDMENTS AND UPDATES: We may, from time to time, update our fee rates, billing methods, or these terms. Any such changes may be notified to you in the ordinary course of business and will be applied for invoicing purposes. You may also request confirmation of the current applicable terms at any time. Where we continue to provide services after any update or amendment, those changes shall be deemed accepted by both parties. Any adjustment to our fee rates will not apply to fixed or capped fee arrangements that have already been agreed in writing.

STATUS: We use the terms Evorit, “We” and “our” to refer to Evorit Strategy Consulting L.L.C – FZ, which is incorporated in Dubai. Any reference to a partner means a director or shareholder, or manager of Evorit.

TIME-BAR ON CLAIMS: Any claim, action, or proceeding arising out of or in connection with our services or these terms must be brought within twelve (12) months from the completion of the relevant services. Failure to bring a claim within this period shall result in the claim being irrevocably time-barred.

SURVIVAL: The provisions of these terms relating to fees, limitation of liability, confidentiality, intellectual property, and governing law and jurisdiction shall survive the termination, expiration, or completion of our engagement and remain binding on the parties.

GOVERNING LAW AND JURISDICTION: Any relationship arising between you, your affiliates, officers, employees, or representatives, and Evorit together with its personnel and representatives, shall be governed by and interpreted in accordance with the federal laws of the United Arab Emirates. Unless expressly agreed otherwise, the courts of Dubai shall have exclusive jurisdiction over any dispute arising out of or in connection with our services or these terms. Notwithstanding the foregoing, in respect of any outstanding fees or disbursements payable to Evorit, we reserve the right, at our sole discretion, to initiate proceedings in any jurisdiction we consider appropriate.