Terms of Ser­vice

Last updat­ed: July 7, 2024

These terms of ser­vice (“Terms”) will apply to all instruc­tions we receive to pro­vide ser­vices unless we have agreed in writ­ing to spe­cif­ic vari­a­tions to them.

1. Def­i­n­i­tions

“We” refer, singly or col­lec­tive­ly, to Lexloom Legal FZ LLE, a legal con­sul­tan­cy firm estab­lished as a Free Zone Lim­it­ed Lia­bil­i­ty Estab­lish­ment with the Cre­ative City Free Zone Author­i­ty, Fujairah, Unit­ed Arab Emi­rates, oper­at­ing under license num­ber 18724/2023, hav­ing address at Office 2002, Cre­ative Tow­er, Fujairah, Unit­ed Arab Emi­rates; and / or LexLoom Tax Con­sul­tant (Branch of LexLoom Legal FZ LLE) Dubai Branch, reg­is­tered with the Depart­ment of Eco­nom­ic Devel­op­ment (DED) of Dubai, Unit­ed Arab Emi­rates, oper­at­ing under license 1381672, hav­ing address at Office 206, Makateb Build­ing, Al Mak­toum Road, Port Saeed, Dubai, Unit­ed Arab Emi­rates (singly or col­lec­tive­ly referred to as “LexLoom Legal & Tax”).

“Us” and “our” refer to Lexloom Legal & Tax with cor­re­spond­ing mean­ing.

“Client” refers the par­ty who or which instructs us, or on whose behalf we are instruct­ed to pro­vide ser­vices.

Ref­er­ence to the sin­gu­lar includes the plur­al and vice ver­sa and ref­er­ence to the mas­cu­line includes the fem­i­nine and vice ver­sa.

2. Con­trac­tu­al Posi­tion

These Terms set out the terms on which we will under­take work for the Client and the basis of the deter­mi­na­tion of our charges. When com­bined with any let­ter of engage­ment pro­vid­ed by us (the “Let­ter of Engage­ment”), if applic­a­ble, they col­lec­tive­ly con­sti­tute the entire con­tract gov­ern­ing the pro­vi­sion of our ser­vices.

Each of us is a sep­a­rate par­ty and noth­ing in these Terms shall be tak­en to indi­cate that all or some of us togeth­er con­sti­tute a part­ner­ship.

Where two or more of us are instruct­ed in a par­tic­u­lar mat­ter for a Client, these Terms shall con­sti­tute a sep­a­rate agree­ment with each such par­ty, pro­vid­ed always that none of us shall be liable for the acts or omis­sions of any oth­er par­ty.

All cor­re­spon­dence and com­mu­ni­ca­tions sent dur­ing the pro­vi­sion of ser­vices by us under the name of a man­ag­er, part­ner, mem­ber, con­sul­tant, or employ­ee of our orga­ni­za­tion shall be regard­ed as hav­ing been sent on behalf of the respec­tive enti­ty for whom the indi­vid­ual works.

The cur­rent for of these Terms can be reviewed on our web­site https://lexloom.ae/terms-of-service/

We reserve the right to amend and vary these Terms from time to time, includ­ing dur­ing the pro­vi­sion of our ser­vices to a Client, with­out the pri­or con­sent of that Client. It is the respon­si­bil­i­ty of the client to peri­od­i­cal­ly check the Terms in the link above for any updates. The Client shall be bound by any such amend­ment or vari­a­tion once a copy of the revised doc­u­ment is pro­vid­ed to them in writ­ing. These Terms may be updat­ed with­out pri­or notice to the Client, and the clien­t’s con­tin­ued use of our ser­vices implies accep­tance of any future revi­sions to the terms of ser­vice.

Where we act for the Client on more than one mat­ter, we shall not be required to pro­vide these terms to the Client in respect of each new mat­ter.

3. Lia­bil­i­ty of Client for Our Fees and Costs

If the Client con­sists of mul­ti­ple per­sons, each indi­vid­ual agrees to be joint­ly and sev­er­al­ly liable for all lia­bil­i­ties of the Client under these Terms. There­fore, we are enti­tled to recov­er the full amount of our fees and costs from any one or more of these indi­vid­u­als. It is clar­i­fied that this pro­vi­sion does not per­mit dou­ble recov­ery.

If we are instruct­ed by or on behalf of a Client act­ing as a trustee of a trust, whether express­ly stat­ed or not, the Client, in its per­son­al capac­i­ty, agrees to pay all our fees and costs that remain unpaid by the trust.

4. Instruc­tions

Instruc­tions giv­en by or on behalf of a Client may be accept­ed by any of us. We will be enti­tled to assume, unless and until advised to the con­trary, that who­ev­er gives us instruc­tions has author­i­ty to do so.

We usu­al­ly require a Client to give or con­firm instruc­tions to us in writ­ing. Where we set out our under­stand­ing of the work that we are required to under­take, whether in a let­ter of engage­ment or in our pre­lim­i­nary advice or oth­er­wise, the Client should con­tact us imme­di­ate­ly should the Client dis­agree with our under­stand­ing.

We are not liable for any loss or dam­age or costs or expens­es that the Client may suf­fer or incur as a result of the inac­cu­ra­cy or incom­plete nature of instruc­tions that the Client gives us or that are pur­port­ed­ly giv­en by or on behalf of the Client.

Our ser­vices will be pro­vid­ed in the utmost good faith. All law­ful and rea­son­able instruc­tions will be car­ried out dili­gent­ly, prompt­ly and with rea­son­able skill and care.

In the event of a seri­ous­ly dis­rup­tive event occur­ring at any of our offices or to our sys­tems, we shall endeav­or to restore our ser­vice as soon as pos­si­ble. In such event there is like­ly to be some effect upon our ser­vice lev­els. We can­not accept respon­si­bil­i­ty for any delay caused by such dis­rup­tion or for any oth­er con­se­quences beyond our rea­son­able con­trol.

5. Our Ser­vices

LexLoom Legal FZ LLE oper­ates as a Legal Con­sul­tan­cy with­in the reg­u­la­to­ry frame­work estab­lished by the Cre­ative City Free Zone, Fujairah, Unit­ed Arab Emi­rates. LexLoom Tax Con­sul­tant (Branch of LexLoom Legal FZ LLE) Dubai Branch oper­ates as a Tax Con­sul­tan­cy with­in the reg­u­la­to­ry frame­work estab­lished by the Depart­ment of Eco­nom­ic Devel­op­ment (DED) of Dubai, Unit­ed Arab Emi­rates. Both enti­ties strict­ly adhere to their respec­tive reg­u­la­tions, guide­lines, and oblig­a­tions

Unless express­ly stat­ed oth­er­wise in writ­ing, no opin­ion or advice pro­vid­ed by us, whether com­mu­ni­cat­ed oral­ly or in writ­ing, con­cern­ing laws out­side the Unit­ed Arab Emi­rates, or per­tain­ing to areas such as audit­ing, insur­ance, man­age­ment, val­u­a­tion, mar­ket­ing, auc­tion­eer­ing, estate agency, bank­ing, finance, or invest­ment, should be relied upon by the Client. Any advice pro­vid­ed by LexLoom Legal & Tax con­cern­ing inter­na­tion­al tax­a­tion is of a gen­er­al nature and is intend­ed to offer pre­lim­i­nary guid­ance and should be thor­ough­ly reviewed and con­firmed by com­pe­tent pro­fes­sion­als, such as lawyers or tax advi­sors, who are knowl­edge­able about the spe­cif­ic juris­dic­tions to which the advice per­tains.

6. No Engage­ment Accep­tance and Con­flict of Inter­est

We reserve the right not to accept instruc­tions in respect of any mat­ter, or to decline to con­tin­ue to act fur­ther, on the grounds of con­flict of inter­est or oth­er­wise, as to which our deter­mi­na­tion shall be final.

A “con­flict of inter­est” aris­es when our oblig­a­tions to act in the best inter­ests of two or more Clients, includ­ing for­mer Clients in cer­tain cir­cum­stances, con­flict or there is a sig­nif­i­cant risk of con­flict in rela­tion to the same or relat­ed mat­ters, or when the inter­ests of any Client con­flict or may sig­nif­i­cant­ly con­flict with our own inter­ests. In accor­dance with applic­a­ble laws and rules, we may, under cer­tain cir­cum­stances, rep­re­sent the Client even in the pres­ence of a con­flict of inter­est. If such a sit­u­a­tion aris­es, we will noti­fy the Client and seek their con­sent before pro­ceed­ing. If con­sent is grant­ed, we may pro­ceed with the rep­re­sen­ta­tion despite the con­flict of inter­est.

The Client acknowl­edges that, unless there is a con­flict of inter­est, we may act for any per­son on any mat­ter includ­ing any mat­ter that may be adverse to the inter­ests of the Client and/or any relat­ed par­ty and the Client express­ly waives any right to request us not to act, or to cease act­ing, in those cir­cum­stances.

7. No Guar­an­tee of Result

Client acknowl­edges that we can­not guar­an­tee a par­tic­u­lar result or out­come of the Client’s mat­ter, although we may offer an opin­ion about the pos­si­ble result or out­come. We accept no respon­si­bil­i­ty or lia­bil­i­ty in the event the out­come of the Client’s mat­ter is dif­fer­ent than any opin­ion we offered about the pos­si­ble result or out­come.

8. Client Due Dili­gence, Anti-Mon­ey Laun­der­ing and Finan­cial Ter­ror­ism Pro­ce­dure

We are com­mit­ted to com­bat­ting mon­ey laun­der­ing and the financ­ing of ter­ror­ism and apply cer­tain mea­sures designed to com­bat mon­ey laun­der­ing and the financ­ing of ter­ror­ism. These mea­sures include, but are not lim­it­ed to, Client iden­ti­fi­ca­tion pro­ce­dures. Pri­or to the accep­tance of instruc­tions, or dur­ing the course of a mat­ter, we will ask the Client to pro­vide appro­pri­ate infor­ma­tion and evi­dence to con­firm the Clien­t’s iden­ti­ty includ­ing, if applic­a­ble, the iden­ti­ty of any­one on whose behalf the Client is act­ing, whether as intro­duc­er, inter­me­di­ary, trustee or oth­er­wise. If the Client is a cor­po­rate or oth­er enti­ty we may also seek evi­dence as to the iden­ti­ty of the ben­e­fi­cial owner(s) and controller(s) of the enti­ty. We may also seek infor­ma­tion about oth­er mat­ters includ­ing source of funds.

The Client is required to imme­di­ate­ly noti­fy us of any mate­r­i­al changes in the ben­e­fi­cial own­er­ship or con­trol of the Client, of any change in its oper­a­tional activ­i­ties, and of any change in the usu­al res­i­den­tial, busi­ness, cor­re­spon­dence or email address­es, or in con­tact tele­phone or fac­sim­i­le num­bers of any of the direc­tors, share­hold­ers or gen­er­al partner(s) of the Client.

Where there is a mate­r­i­al change in the ben­e­fi­cial own­er­ship or con­trol of the Client, the Client will pro­vide us with such addi­tion­al infor­ma­tion as we may rea­son­ably require in order for us to meet our oblig­a­tions.

If we are not pro­vid­ed with such infor­ma­tion as we rea­son­ably require enabling us to meet our oblig­a­tions, we may decline the instruc­tions, cease to act for the Client pend­ing pro­vi­sion of such infor­ma­tion or ter­mi­nate our con­tract with the Client.

Client acknowl­edges and con­firms that all funds with which our fees and costs are paid are derived exclu­sive­ly from legit­i­mate sources or enter­pris­es or activ­i­ties, and that the funds were not derived in whole or in part, direct­ly or indi­rect­ly from any ille­gal or illic­it enter­prise or activ­i­ty, or derived from any oth­er­wise legal and legit­i­mate invest­ment, account or activ­i­ties into which such ille­gal or illic­it pro­ceeds were deposit­ed or invest­ed.

9. Bribery and Cor­rup­tion

We are com­mit­ted to act­ing pro­fes­sion­al­ly, fair­ly and with integri­ty in all our busi­ness deal­ings and rela­tion­ships and we do not tol­er­ate bribery and cor­rup­tion of any sort.

Where we are aware of or sus­pect the occur­rence of any bribery or cor­rup­tion in con­nec­tion with the Client or any mat­ter on which we act for the Client, we may decline the Clien­t’s instruc­tions or ter­mi­nate our con­tract with the Client at our dis­cre­tion.

10. Data Pro­tec­tion and Con­fi­den­tial­i­ty

We shall not use any per­son­al data or priv­i­leged or con­fi­den­tial infor­ma­tion relat­ing to the Client or to any mat­ter han­dled by us on the Clien­t’s behalf (“Infor­ma­tion”), unless and except if (i) it is for the pur­pos­es of per­form­ing our oblig­a­tions under these Terms, (ii) such use is per­mit­ted under these Terms, (iii) we oth­er­wise have the Clien­t’s pri­or writ­ten con­sent to do so, (iv) we con­sid­er it appro­pri­ate in the prop­er con­duct of the mat­ter, (vi) such Infor­ma­tion is already in the pub­lic domain, or (v) we are required or per­mit­ted to do so by law, or by a gov­ern­men­tal, judi­cial, or reg­u­la­to­ry author­i­ty.

We may col­lect, use and process Infor­ma­tion for or in con­nec­tion with, amongst oth­er things (i) the pro­vi­sion of our ser­vices to the Client and any pur­pose ancil­lary to the pro­vi­sion of our ser­vices, includ­ing, with­out lim­i­ta­tion, per­form­ing appro­pri­ate anti-mon­ey laun­der­ing and/or financ­ing of ter­ror­ism pro­ce­dures, under­tak­ing con­flict of inter­est checks, archiv­ing, Client and mat­ter man­age­ment, and/or (ii) oth­er­wise in con­nec­tion with our busi­ness, includ­ing, with­out lim­i­ta­tion in con­nec­tion with mar­ket­ing, busi­ness devel­op­ment, know how, cred­it con­trol and debt man­age­ment, analy­sis of our busi­ness and gen­er­a­tion of inter­nal reports and accounts and assess­ment of legal and finan­cial risks to our busi­ness.

We may dis­close Infor­ma­tion to (i) our asso­ci­at­ed offices in oth­er juris­dic­tions, which may be an enti­ty that is dis­tinct from the enti­ty which the Client has instruct­ed, (ii) cred­it ref­er­ence or fraud pre­ven­tion agen­cies, which may retain a record of the Infor­ma­tion dis­closed to it, (iii) oth­er pro­fes­sion­al advis­ers instruct­ed by or on behalf of the Client, (iv) ser­vice providers that pro­vide ser­vices to us, includ­ing, with­out lim­i­ta­tion, our insur­ers, audi­tors and advis­ers and providers of telecom­mu­ni­ca­tions and com­put­ing facil­i­ties, (v) indi­vid­u­als with­in the Clien­t’s orga­ni­za­tion, and mem­bers of the Clien­t’s group, if any, and (vi) to third par­ties for mar­ket­ing pur­pos­es and/or busi­ness devel­op­ment pur­pos­es where specif­i­cal­ly per­mit­ted under these Terms or where the Client has pro­vid­ed pri­or writ­ten autho­riza­tion for such dis­clo­sure. We shall not, how­ev­er, dis­close per­son­al data to any third par­ty or allow any third par­ty to use such data oth­er than pur­suant to the con­di­tions stat­ed in this clause.

Pri­or to dis­clos­ing or autho­riz­ing the dis­clo­sure of any Infor­ma­tion to us, the Client shall ensure that it has a law­ful basis to make or autho­rize such dis­clo­sure to us. For the pur­pos­es of this clause, “law­ful basis” may include, amongst oth­er things, but is not lim­it­ed to obtain­ing all and any nec­es­sary con­sents in order to enable the law­ful pro­cess­ing of the per­son­al data, and for ensur­ing that a record of any such con­sents is main­tained. Should any rel­e­vant con­sent be revoked by a data sub­ject (i) the Client shall prompt­ly com­mu­ni­cate the fact of such revo­ca­tion to us, and (ii) we shall not be liable for any addi­tion­al costs, claims or expens­es aris­ing from any dis­rup­tion or delay to any of our ser­vices as a result of the with­draw­al of such con­sent.

The Client shall com­ply in all respects with all the Data Pro­tec­tion Laws which are applic­a­ble to it in per­form­ing its oblig­a­tions under or pur­suant to these Terms and in con­nec­tion with the work we under­take for the Client and shall, in par­tic­u­lar, and shall ensure that its direc­tors, employ­ees, agents and affil­i­ates shall, (i) com­ply with applic­a­ble Data Pro­tec­tion Laws in rela­tion to any per­son­al data that is processed by us in con­nec­tion with the work we under­take for the Client, and (ii) where required, bring the Pri­va­cy Pol­i­cy to the atten­tion of any data sub­jects on whose behalf or account the Client may act or whose per­son­al data will be dis­closed to any per­son by virtue of the work we under­take for the Client, includ­ing any of the Clien­t’s direc­tors, employ­ees, agents, affil­i­ates, advis­ers, rep­re­sen­ta­tives, office hold­ers, or ben­e­fi­cial own­ers.

We reserve the right, to be exer­cised by us in our absolute dis­cre­tion, not to dis­close to the Client any Infor­ma­tion relat­ing to any per­son oth­er than the Client that we receive.

From time to time, we may refer to refer to the Client as “our Client” in pub­li­ca­tions or oth­er mar­ket­ing mate­r­i­al. Addi­tion­al­ly, we may ref­er­ence mat­ters on which we have act­ed for the Client, pro­vid­ed we rea­son­ably con­sid­er such mat­ters to be in the pub­lic domain or not of a con­fi­den­tial nature. Unless the Client advis­es us oth­er­wise in writ­ing, either gen­er­al­ly or in rela­tion to any par­tic­u­lar mat­ter, the Client con­sents to this.

11. Peo­ple

One of our pro­fes­sion­als will always be in over­all charge of the Clien­t’s mat­ter, and the Client will be informed of the iden­ti­ty of the pro­fes­sion­al respon­si­ble for Client’s mat­ter. Work may be entrust­ed to anoth­er of our pro­fes­sion­als or to one or more mem­bers of staff in order to ensure that it is dealt with more expert­ly, effi­cient­ly or eco­nom­i­cal­ly, or as a result of our busi­ness require­ments or staff absences. We try to main­tain con­ti­nu­ity in respect of the per­sons deal­ing with the work, but if we con­sid­er it appro­pri­ate to change, or can­not rea­son­ably avoid chang­ing, the peo­ple involved, we reserve the right to do so and shall noti­fy the Client prompt­ly of such change.

12. Selec­tion, Rec­om­men­da­tion and/or Engage­ment of Pro­fes­sion­al Per­son

If we are respon­si­ble for the selec­tion and engage­ment of coun­sel, experts, agents, lawyers, accoun­tants, tax advi­sors or oth­er pro­fes­sion­al per­sons to pro­vide advice or assis­tance, or to act on the Clien­t’s behalf, such coun­sel, experts, agents, lawyers or oth­er per­sons will be engaged direct­ly by the Client, unless oth­er­wise agreed in writ­ing, and the Client will be respon­si­ble for their charges, in addi­tion to our own. We shall not be respon­si­ble for any act or omis­sion of such coun­sel, experts, agents, lawyers, accoun­tants, tax advi­sors or oth­er per­sons.

In the event we rec­om­mend any third par­ty, we assume no respon­si­bil­i­ty or lia­bil­i­ty for any act or omis­sion of said third par­ty and we are not respon­si­ble for refund­ing or oth­er­wise finan­cial­ly com­pen­sat­ing Client for any fees, dam­ages, loss­es, or oth­er finan­cial harm suf­fered by the Client as a result of doing busi­ness with the third par­ty.

13. Com­mu­ni­ca­tion and Progress Reports

Our per­for­mance of ser­vices relies on the Client pro­vid­ing us with nec­es­sary infor­ma­tion and assis­tance in a time­ly man­ner. It is the Clien­t’s respon­si­bil­i­ty to prompt­ly pro­vide any instruc­tions required for the progress of the mat­ter. The Client must noti­fy us imme­di­ate­ly of any changes to con­tact details, cir­cum­stances affect­ing the mat­ter, or mate­r­i­al changes in instruc­tions.

Unless oth­er­wise spec­i­fied by the Client, com­mu­ni­ca­tion may occur via tele­phone, post, fac­sim­i­le, or email. How­ev­er, we are not liable for any com­mu­ni­ca­tion delays, mis­di­rec­tions, inter­cep­tions, loss­es, or unau­tho­rized actions con­cern­ing emails or oth­er forms of com­mu­ni­ca­tion, includ­ing the impact of email attach­ments or virus­es.

We reserve the right to mon­i­tor all emails sent to or from us for com­pli­ance with inter­nal poli­cies and busi­ness pro­tec­tion. Emails unre­lat­ed to offi­cial busi­ness are nei­ther giv­en nor endorsed by us.

Upon request, we will estab­lish an agreed-upon report­ing method for updat­ing the Client on mat­ter progress. Addi­tion­al­ly, the Client is enti­tled to a progress report from the assigned pro­fes­sion­al prompt­ly upon request.

14. Basis of Charges

Our fees are deter­mined ini­tial­ly based on hourly rates, scale fees, or mutu­al­ly agreed fee lev­els. Team mem­bers will pro­vide ser­vices at hourly rates aligned with their expe­ri­ence and senior­i­ty. Detailed infor­ma­tion regard­ing hourly rates for all staff mem­bers is avail­able upon request.

For work that is com­plex, urgent, sig­nif­i­cant in impor­tance, or involves high mon­e­tary val­ues, we reserve the right to adjust the hourly rate accord­ing­ly. Addi­tion­al charges may also apply for excep­tion­al sec­re­tar­i­al, or sup­port ser­vices pro­vid­ed out­side reg­u­lar office hours.

In the Unit­ed Arab Emi­rates, Val­ue Added Tax (“VAT”) at a rate of 5% is applic­a­ble to ser­vices pro­vid­ed to res­i­dent indi­vid­u­als and enti­ties. Any applic­a­ble VAT will be clear­ly indi­cat­ed on invoic­es. We reserve the right to seek reim­burse­ment from the Client for any VAT we are required to pay if we have issued an invoice with­out charg­ing VAT.

Upon request, we pro­vide esti­mates of like­ly fees and costs. These are sub­ject to revi­sion and do not con­sti­tute a com­mit­ment to car­ry out the work at the esti­mat­ed fee. Fee quo­ta­tions rep­re­sent pro­pos­als for spec­i­fied work at a stat­ed fee, detail­ing the scope of work and under­ly­ing assump­tions.

The Client is respon­si­ble for costs incurred on their behalf, includ­ing coun­sels’, experts’, agents’, and lawyers’ fees, among oth­ers. Costs may be invoiced as they arise or after­ward. Sig­nif­i­cant or unusu­al pay­ments to third par­ties are nor­mal­ly for­ward­ed to the Client for direct pay­ment or cov­ered by a pay­ment on account.

Clients may inquire about fees incurred at any time, and we will prompt­ly pro­vide this infor­ma­tion. Annu­al­ly in Decem­ber, we review our hourly rates and noti­fy Clients in writ­ing of any changes before they take effect or prompt­ly after such changes.

15. Pay­ments

We may issue invoic­es for work per­formed and costs incurred at our dis­cre­tion. Typ­i­cal­ly, invoic­es are gen­er­at­ed month­ly for extend­ed projects. How­ev­er, costs not includ­ed in the cur­rent invoice peri­od but noti­fied to us lat­er will be invoiced sep­a­rate­ly. Pay­ment for fees and costs is expect­ed upon receipt of our invoice, unless mutu­al­ly agreed oth­er­wise in writ­ing. Any funds received from the Client will be applied to set­tle out­stand­ing invoic­es chrono­log­i­cal­ly.

In the event of delayed pay­ment, we reserve the right to recov­er any cur­ren­cy exchange loss­es incurred. Ini­tial pay­ments may be required from the Client to cov­er antic­i­pat­ed fees and costs. Addi­tion­al pay­ments may be request­ed dur­ing the course of the mat­ter to ensure ade­quate funds are main­tained for antic­i­pat­ed work. Unused funds held on behalf of the Client will be for­feit­ed one year from the date of our last ser­vice.

Fees paid on a scale or fixed fee basis are non-refund­able upon receipt, unless stat­ed oth­er­wise. Should a refund be required by law or due to mutu­al agree­ment, the prin­ci­ples of Quan­tum Meruit will apply to deter­mine the amount eli­gi­ble for refund, capped at the scale or fixed fee paid by the Client.

Unpaid invoic­es may be set­tled using funds held by us or by charg­ing the Clien­t’s cred­it card on file. How­ev­er, if an invoice is dis­put­ed, the Client must noti­fy us with­in 10 days in writ­ing, spec­i­fy­ing the grounds of dis­pute. Any undis­put­ed por­tion of the invoice will be set­tled prompt­ly.

The Client is ulti­mate­ly respon­si­ble for set­tling our fees and costs, unless express­ly waived in writ­ing. Agree­ments to invoice third par­ties or acknowl­edg­ment of insur­ance cov­er­age do not absolve the Client of this respon­si­bil­i­ty.

Fail­ure to make request­ed pay­ments or time­ly set­tle­ment of fees and costs may result in us ceas­ing our ser­vices or ter­mi­nat­ing our con­tract with the Client.

Funds trans­fers to us should be made via tele­graph­ic trans­fer, with the mat­ter and invoice num­ber includ­ed for ref­er­ence. We will pro­vide account details upon request. Noti­fi­ca­tion to our Client Rela­tions staff is advised when send­ing funds, facil­i­tat­ing prop­er allo­ca­tion. Any bank charges incurred due to cur­ren­cy con­ver­sion or incor­rect trans­fer details will be borne by the Client. We are not liable for mis­al­lo­cat­ed funds with­out clear ref­er­ence to the mat­ter or invoice num­ber.

16. Clients Funds

Any monies retained in our account, whether held (i) on account of our fees or costs, (ii) or how­so­ev­er oth­er­wise held, are or will be placed with a licensed bank­ing insti­tu­tion in the juris­dic­tion in which such bank­ing insti­tu­tion is locat­ed.

17. Deduc­tion and Amounts Due

In addi­tion to pay­ments received on account, when­ev­er we hold funds that are due to the Client in any mat­ter, we reserve the right, to deduct amounts due to us relat­ing to that mat­ter or to any oth­er of the Clien­t’s mat­ters out of such funds.

18. Inter­ests of Late Pay­ments

Our invoic­es are payable upon pre­sen­ta­tion. We reserve the right to charge inter­est on unpaid invoic­es, com­pound­ed quar­ter­ly from the date of issuance until pay­ment, with inter­est accru­ing dai­ly at the high­est rate per­mit­ted under the laws gov­ern­ing the issuer’s juris­dic­tion.

19. Lim­i­ta­tions of Our Lia­bil­i­ty to the Client and Oth­er Per­son

Our aggre­gate lia­bil­i­ty, whether in con­tract, tort (includ­ing neg­li­gence), under statute, or oth­er­wise, for any loss suf­fered by the Client or any oth­er per­son aris­ing from or in con­nec­tion with our ser­vices, includ­ing direct, indi­rect, or con­se­quen­tial loss, such as loss of busi­ness or prof­its, shall be lim­it­ed to the total amount of fees paid to us by the Client for the ser­vices ren­dered in con­nec­tion with the mat­ter giv­ing rise to the lia­bil­i­ty. This lim­i­ta­tion shall con­sti­tute the exclu­sive rem­e­dy.

Nei­ther the Client nor any oth­er per­son may bring any claim against our employ­ees, mem­bers, part­ners, con­sul­tants, share­hold­ers, man­agers, direc­tors, or offi­cers for any loss aris­ing from or in con­nec­tion with our ser­vices, even in cas­es of neg­li­gence.

Any claim for loss aris­ing from or in con­nec­tion with our ser­vices, whether in con­tract, tort (includ­ing neg­li­gence), under statute, or oth­er­wise, must be brought with­in three years of the date the ser­vices were deliv­ered or ter­mi­nat­ed, whichev­er is ear­li­er. This time lim­i­ta­tion applies from the date the ear­li­est cause of action accrued. A claim is con­sid­ered made when court or dis­pute res­o­lu­tion pro­ceed­ings are served on us.

These Terms do not lim­it or exclude any lia­bil­i­ty that can­not law­ful­ly be lim­it­ed or exclud­ed, includ­ing lia­bil­i­ty for fraud or fraud­u­lent mis­rep­re­sen­ta­tion.

20. Dis­agree­ments in Rela­tion to Our Fees and Com­plaints

In the event of a bona fide dis­pute regard­ing our fees and/or costs, or a com­plaint about our ser­vices, we will endeav­or to resolve the mat­ter to the sat­is­fac­tion of both par­ties. The Client should inform the pro­fes­sion­al han­dling the mat­ter of the grounds for dis­put­ing the fees or costs, or detail the nature of the com­plaint. We will make every effort to prompt­ly address and resolve such dis­putes or com­plaints. If res­o­lu­tion can­not be achieved with­in a rea­son­able peri­od with the assigned part­ner, the Client may con­tact LexLoom Legal & Tax Man­ag­ing Part­ner.

21. Pri­va­cy, Copy­right and Indem­ni­ty

Any advice, mem­o­ran­dum, or report pro­vid­ed to the Client is sole­ly intend­ed for the spe­cif­ic con­text of the Clien­t’s instruc­tions and for their use only. The Client agrees not to rely on such mate­ri­als out­side of this con­text or to dis­close them to any third par­ty with­out our pri­or writ­ten con­sent. We assume no respon­si­bil­i­ty and accept no lia­bil­i­ty for any claims made by third par­ties who rely on such mate­ri­als unless express­ly agreed oth­er­wise in writ­ing.

We reserve copy­right and intel­lec­tu­al prop­er­ty rights in all doc­u­men­ta­tion, draft­ing, or advice pro­vid­ed to the Client. The Client may only use these mate­ri­als for the spe­cif­ic pur­pos­es for which they were pro­vid­ed and must not dupli­cate, mod­i­fy, or allow third-par­ty use with­out our pri­or writ­ten con­sent, except as oth­er­wise agreed.

The Client under­takes to indem­ni­fy and hold us harm­less against all actions, claims, dam­ages, costs, and lia­bil­i­ties aris­ing from any breach of these terms to the fullest extent per­mit­ted by law.

22. Ter­mi­na­tion and/or Ces­sa­tion

We gen­er­al­ly con­tin­ue to act on any mat­ter until its com­ple­tion once we accept instruc­tions. How­ev­er, the Client reserves the right to ter­mi­nate our con­tract at any time by pro­vid­ing writ­ten notice to the pro­fes­sion­al han­dling the mat­ter. Sim­i­lar­ly, we may ter­mi­nate the con­tract by pro­vid­ing writ­ten notice to the Client, typ­i­cal­ly only in accor­dance with these Terms or if a con­flict of inter­est aris­es.

Upon ces­sa­tion of our rep­re­sen­ta­tion, whether ini­ti­at­ed by the Client or us, and sub­ject to any applic­a­ble laws or rules:

(i) Our duty of care to the Client under the con­tract or any oth­er legal pro­vi­sion ceas­es.

(ii) We are enti­tled to recov­er all fees and costs incurred up to and fol­low­ing the ces­sa­tion, includ­ing those asso­ci­at­ed with con­clud­ing the mat­ter or trans­fer­ring files to anoth­er advis­er.

(iii) We bear no lia­bil­i­ty or respon­si­bil­i­ty for any con­se­quences result­ing from the ces­sa­tion.

23. Sev­er­ance

In the event that any pro­vi­sion of these Terms is deemed pro­hib­it­ed or unen­force­able under the laws of a par­tic­u­lar juris­dic­tion, there­by impact­ing the per­for­mance or enforce­abil­i­ty of these Terms with­in that juris­dic­tion, said pro­vi­sion shall be deemed inef­fec­tive to the extent of such pro­hi­bi­tion or unen­force­abil­i­ty. How­ev­er, such inva­lid­i­ty or unen­force­abil­i­ty shall not ren­der void the remain­ing pro­vi­sions of these Terms, nor shall it impair the valid­i­ty or enforce­abil­i­ty of said pro­vi­sion in any oth­er juris­dic­tion.

24. Reten­tions of Doc­u­ments

We reserve the right to retain all doc­u­men­ta­tion gen­er­at­ed dur­ing the course of any mat­ter for which we have been engaged, includ­ing after ter­mi­na­tion there­of, until all fees and costs are paid in full.

Upon the Clien­t’s request and upon set­tle­ment of all fees and costs, we shall fur­nish the Client with orig­i­nals or, upon request and pay­ment of a pre­scribed fee, copies of any doc­u­men­ta­tion held or con­trolled by us.

All Client doc­u­men­ta­tion, whether phys­i­cal or elec­tron­ic, shall be man­aged and dis­posed of in accor­dance with our pre­vail­ing pol­i­cy. Cur­rent­ly, our pol­i­cy man­dates a min­i­mum reten­tion peri­od of 6 years for Client doc­u­ments. Doc­u­ments deemed unnec­es­sary for phys­i­cal reten­tion shall be pre­served sole­ly in elec­tron­ic form.

While we under­take to retain doc­u­men­ta­tion as out­lined above, we assume no lia­bil­i­ty for any loss, destruc­tion, or dam­age to such doc­u­ments or files, irre­spec­tive of the cause.

25. Future Devel­op­ments and Fac­tu­al Mat­ters

Unless oth­er­wise agreed by us, we shall be under no oblig­a­tion to advise the Client or under­take any inves­ti­ga­tions as to any devel­op­ments or fac­tu­al mat­ters that might affect the Clien­t’s affairs gen­er­al­ly or, after com­ple­tion of any mat­ter on which we accept instruc­tions, any devel­op­ments or fac­tu­al mat­ters relat­ed to or that might affect that mat­ter.

26. Gov­ern­ing Law and Juris­dic­tion

These Terms are gov­erned by the Unit­ed Arab Emi­rates law. The Client agrees to sub­mit to the exclu­sive juris­dic­tion of the Dubai Courts, Unit­ed Arab Emi­rates, to set­tle any dis­pute that aris­es out of or in con­nec­tion with these Terms as they relate to the pro­vi­sions of ser­vices by LexLoom Legal & Tax.

Notwith­stand­ing the above, LexLoom Legal & Tax reserves the right to bring its claim before the Courts of the Client’s domi­cile or any oth­er com­pe­tent Court should it not make use of the clause pro­vid­ed for in the pre­vi­ous para­graph.