Terms of Business — United Arab Emirates

These Terms of Business apply to all services provided by Sterling & Hunter FZCO and form part of your engagement with us, together with your Letter of Engagement, the Schedule of Services at Appendix A, the Fee Schedule at Appendix B, and our Privacy Notice and Data Processing Terms. They are numbered separately from the clauses of the Letter of Engagement.

Where your Letter of Engagement or the Schedule of Services differs from these terms on a point, the Letter of Engagement or the Schedule takes precedence.

In these terms, "you" and "your" mean the client named in the Letter of Engagement, and "we", "us" and "our" mean Sterling & Hunter FZCO.

We provide only those services permitted by our free zone licence and expressly included in the Schedule of Services.

We are not a law firm and do not give legal advice or legal representation. We are not a licensed audit firm and do not provide audit or assurance services. We are not authorised to give regulated financial, investment or insurance advice.

We are not part of, affiliated with, or acting for any government authority. Where an application requires authority approval, that approval is a matter for the authority alone.

We may rely on instructions given by a person we reasonably believe to be an authorised representative of the Client, unless we have reasonable grounds to believe that person is not authorised.

You must tell us in writing when an authorised representative changes. Until you do, we may continue to act on instructions from the person previously notified.

We are entitled to rely on the information and records you supply. We are not responsible for consequences arising from information that is inaccurate, incomplete, misleading or supplied late.

As part of our normal procedures we may ask you to confirm in writing any oral information and explanations you have given us.

Where we prepare accounting records or financial statements, we prepare them from the records and information you supply. Our work is not an audit and gives no assurance that the records are free from material misstatement, irregularity or error.

We will not seek independent evidence to support the entries in the records, or to prove the existence, ownership or valuation of assets, or the completeness of income, liabilities or disclosure.

Where we identify that financial statements do not conform to the applicable accounting framework, we will tell you and suggest amendments. We will not allow our name to be associated with financial statements that may be misleading, and in a case that cannot be resolved we will withdraw from the engagement and write to you with our reasons.

Where we prepare a tax return, registration or other filing for submission, you must review and approve it, and confirm that the information is complete and accurate, before we submit it.

We may decline to submit a filing where approval, information or authority has not been received in sufficient time. We are not responsible for penalties or interest arising in those circumstances.

You remain responsible for your tax liabilities, penalties and interest, and for the underlying accuracy and completeness of the information supplied to us.

Any authority you give us is limited to the services and transactions expressly authorised in the Schedule of Services.

We will use the authorisation and access mechanisms the Federal Tax Authority makes available. We will not request or retain your UAE Pass password, EmaraTax password, one-time passcode or any other personal authentication credential.

Where you give us access to an account, you remain responsible for the accuracy of what is filed from it, and for reviewing anything submitted on your behalf.

Company establishment and corporate services are administrative and business support services. You choose the structure, ownership, activity and commercial purpose of the entity.

Approval of a company, licence, activity, permit, establishment card, visa, bank account or payment provider is controlled by the relevant authority or institution. We do not guarantee any approval, and our fee is payable for the work we carry out regardless of the outcome.

Authority and third-party fees are set by others, may change without notice, and are charged at the rate applicable when they fall due.

Free zone services are limited to those expressly included in the Schedule of Services. You remain responsible for maintaining your licence and for complying with free zone requirements that are not included.

You must tell us promptly about any notice, warning or fine you receive from the free zone authority, so that we can advise you on it within the agreed scope.

Where visa and immigration coordination is included, we coordinate the administrative process. We do not give immigration legal advice or provide representation.

Processing times are set by the authorities and are outside our control. You must tell us about any previous refusal, overstay, ban or other immigration history that may affect an application, as failure to do so can invalidate it.

Sterling & Hunter uses artificial intelligence, machine learning, automation, document-processing technology, data analytics, cloud software and other technology in delivering our services.

You authorise us to use appropriate technology of this kind for legitimate professional and business purposes connected with your engagement, including:

• Document and data extraction.
• Bookkeeping and transaction processing.
• Bank and account reconciliation.
• Data analysis and identification of anomalies.
• Accounting and tax research assistance.
• Preparation of working papers, summaries, drafts and correspondence.
• Sanctions, politically exposed person and adverse media screening.
• Workflow and administrative automation.
• Other technology-assisted processes reasonably connected with our services.

Artificial intelligence and automated systems can produce inaccurate or incomplete output. Where it matters to the nature of the service, we apply professional skill and human review before relying on that output for professional purposes.

We will take reasonable steps to protect confidential and personal information in line with our confidentiality, data protection and information security obligations. Nothing in this clause transfers your statutory responsibilities to us, and the use of these tools is not an assurance that our work will be free from error.

Communication between us is confidential. We will take all reasonable steps not to disclose your information, except where disclosure is required or permitted by law, regulation, a professional obligation, a competent authority, our insurer or professional adviser, or your own instruction.

We may on occasion subcontract work on your affairs to other accounting or tax professionals. Any subcontractor is bound by our client confidentiality and security terms.

We may use third-party software and service providers, including cloud accounting, document management, automation, screening and technology providers, where this is reasonably necessary to deliver the agreed services.

We process personal data in accordance with applicable United Arab Emirates data protection requirements and our Privacy Notice and Data Processing Terms. Where appropriate, authorised service providers may process data on our behalf.

Where you provide us with personal data about other people, such as employees, shareholders, beneficial owners or family members, you confirm that you are entitled to do so and that those individuals have been given the information they are entitled to receive about how their data will be used.

Some of our processing may take place outside the United Arab Emirates. Where it does, we take reasonable steps to make sure the data receives an appropriate level of protection.

We are required to comply with applicable United Arab Emirates anti-money laundering, counter-terrorist financing, counter-proliferation financing and sanctions requirements. Completing our client due diligence is a condition of starting and of continuing the relationship.

What we may ask for

We may identify and verify you, and your directors, managers, shareholders, beneficial owners, controllers, authorised representatives and other relevant persons. We may ask for ownership and control information, source of funds and source of wealth information, and anything else reasonably required.

We may carry out sanctions, politically exposed person and adverse media screening, search appropriate databases, use electronic verification, and repeat those checks on an ongoing basis. We may refuse or terminate services where our compliance requirements cannot be satisfied.

Reporting obligations

Where required or permitted by law, we may make reports or disclosures to competent authorities. We may be prohibited by law from telling you that a report has been made or that an investigation is under way, and from discussing the reasons.

We may also be required to stop work on your affairs without explanation while a report is considered. You agree that we are not liable to you for any loss arising from us complying with these obligations.

We will not knowingly facilitate an arrangement designed to conceal the identity of an ultimate beneficial owner or controller, to mislead an authority, or otherwise to evade applicable law.

We may refuse to act on, or may withdraw from, any structure or transaction that in our view presents an unacceptable legal, regulatory or reputational risk. We are not required to explain that decision beyond what the law permits.

In some circumstances we may receive a commission or other benefit for an introduction to another provider, or in relation to a transaction we arrange for you.

Where that happens, we will tell you in writing the amount, the terms of payment and the receipt of any such commission or benefit before you decide whether to proceed.

Our fees reflect the scope and complexity of the services, the level of skill and responsibility required, the volume of work, the importance and value of the advice, the risk involved and other relevant circumstances. Your agreed fees are set out in the Fee Schedule.

Where we give you an estimate, that estimate is not contractually binding unless we say expressly that it is. Where a quote becomes inadequate because of something we could not have foreseen, we may give you a revised figure and ask you to agree it before we continue.

Annual and recurring services

Where you have engaged us on an annual or recurring service package, the agreed fee is an annual fee and is payable in advance.

Where we agree to collect the annual fee in monthly or other instalments, those instalments are a payment arrangement for the agreed service period. They do not convert the engagement into a month-to-month contract.

The first payment must be received before work commences. If a payment fails, is cancelled or is reversed, we may suspend work until payment is brought up to date, and we may require a different payment arrangement.

Advisory, project and establishment services

Unless we expressly agree otherwise in writing, advisory, consultancy, project and company establishment services must be paid for in full in advance. We are not required to begin substantive work until cleared funds have been received.

For larger projects, staged payments may be agreed. Each stage must be paid before that stage of the work begins.

Third-party and authority costs

Government, free zone, authority, visa, medical, Emirates ID, attestation, translation, courier, software, audit and other third-party costs are excluded unless expressly included. They are set by third parties, may change without notice, and are charged at the applicable rate.

Payment of our professional fee does not guarantee approval of a company, licence, visa, bank account or other third-party application.

Additional work

Work outside the Schedule of Services may be charged separately at the applicable hourly or project rate, or by separate quotation. Where additional services are likely to exceed [THRESHOLD], we will issue a separate letter of engagement setting out the scope and the fee.

Additional work may include historic bookkeeping, reconstruction of records, urgent work, FTA enquiries and audits, complex tax issues, additional entities, significant transaction volumes, corrections arising from incomplete information, and specialist research.

Invoices, disputes and overdue fees

If you do not accept that an invoiced fee is fair and reasonable, you must tell us within 21 days of receiving it. If you do not, you will be taken to have accepted that payment is due.

If fees are overdue, we may suspend our services or cease to act for you after reasonable notice, subject to applicable law and our professional obligations. Suspension or termination does not transfer your statutory deadlines or obligations to us.

We do not ordinarily hold money on behalf of clients.

Where we receive funds from you to settle a government, free zone or other third-party cost, we hold them solely for that purpose and will account to you for them. You authorise us to settle our agreed fees from any money we hold on your behalf.

So far as we are permitted by law, we may exercise a lien over funds, documents and records in our possession relating to your engagements until all outstanding fees and third-party costs have been paid in full.

We will normally communicate with you, and with any third party you instruct us to deal with, by email or other electronic means, and through the cloud software and portals used in the engagement.

Electronic communication carries a risk of non-receipt, delayed receipt, misdirection, corruption and interception. We use virus-scanning software, but electronic communication is not entirely secure, and the recipient is responsible for virus-checking messages and attachments. We are not liable for damage or loss caused by viruses, or for communications corrupted or altered after despatch, unless caused by our negligence.

If you do not wish to accept these risks, tell us and we will communicate by hard copy, except where electronic submission is mandatory.

You must keep us up to date with accurate contact details, so that communications and papers are not sent to the wrong address.

Formal notices under this agreement should be sent to the contact details given in the Letter of Engagement, or to any address notified in writing afterwards. Electronic notice is acceptable where appropriate.

If we become aware of a dispute between the people who own or manage a business client, and our client is the business, we will not provide information or services to one party without the express knowledge and permission of all parties.

Unless all parties agree otherwise, we will continue to supply information to the registered address for the attention of the managers or directors. Where we receive conflicting instructions, we will refer the matter back to the board or the shareholders and take no further action until they have agreed what should be done.

Our accounts, returns, reports, advice and other work are prepared for you and for the purposes agreed in your engagement, and are for your sole use.

No third party may rely on our work unless we have expressly agreed in writing that they may do so. We accept no responsibility to any third party, including any group company to which the Letter of Engagement is not addressed, for material produced as part of our work for you that you make available to them.

We retain ownership of, and all rights in, our templates, methodologies, systems, processes, know-how, software, automation, working papers and pre-existing materials.

Once all fees and third-party costs due have been paid, you may use the documents we have prepared specifically for you for your own business purposes. You may not commercially reproduce or distribute our proprietary materials without our written permission.

We will provide our services with reasonable care and skill. Subject to applicable law, our liability to you is limited to losses, damages, costs and expenses directly caused by our negligence, fraud or wilful default.

Aggregate limit

Our total liability in connection with your engagement, however arising, is limited in aggregate to [LIABILITY CAP]. That sum is the maximum aggregate liability of Sterling & Hunter FZCO, its managers, agents and employees to every person to whom the Letter of Engagement is addressed, and to any other person we have agreed may rely on our work.

You agree that you will not bring a claim of a kind covered by that limit against any of our managers or employees personally.

Matters we are not responsible for

We will not be liable for losses, penalties, interest or other costs arising from inaccurate, incomplete, misleading or late information, from your own decisions, from a failure to act on our advice, from the acts or omissions of third parties, from a decision of any authority, from changes in law or published guidance, or from circumstances outside our reasonable control.

Where we refer you to another provider that you engage directly, we accept no responsibility for their work.

Unauthorised disclosure

You agree to indemnify us and our agents against any claim arising out of unauthorised disclosure by you, or by anyone for whom you are responsible, of our advice and opinions. The indemnity extends to the cost of defending the claim, including our time at our usual rates.

What cannot be excluded

Nothing in these terms excludes or limits liability to the extent that exclusion or limitation is prohibited by applicable law.

We may act for other clients, including clients in the same sector, provided that doing so does not create a conflict we cannot manage and does not breach confidentiality or our professional obligations.

Where a conflict can be addressed by suitable safeguards, we will adopt them. Where it cannot be managed in a way that protects your interests, we will tell you promptly and we may be unable to provide further services.

We are committed to providing a high-quality service. If you are unhappy with any part of it, please raise the matter promptly and in writing with the director responsible for your engagement.

If the matter is not resolved to your satisfaction, please write to [COMPLAINTS CONTACT NAME AND EMAIL]. Where your complaint concerns that person, please write instead to [ALTERNATIVE COMPLAINTS CONTACT]. We will acknowledge your complaint within five working days and give you a full written response within 30 days, or explain why we need longer.

Nothing in this clause prevents you from exercising any right available to you under applicable law.

Unless otherwise agreed in the Letter of Engagement, our work begins when we receive your acceptance of that letter and our client due diligence is complete.

Either party may terminate by giving not less than 21 days’ written notice. We may terminate immediately where the law requires it, where our anti-money laundering or sanctions concerns cannot be resolved, where you fail to cooperate, where you materially mislead us or an authority, where you fail to pay, or where continuing to act would breach a legal or professional requirement.

Where we are engaged for a one-off piece of work, the engagement ends as soon as that work is completed. Where the work is recurring, the engagement ends 21 days after notice, or on a later date we agree.

Fees for work properly undertaken remain payable, and third-party costs already incurred or committed are not refundable. You remain responsible for your statutory and regulatory deadlines. Subject to applicable law and to our rights, we will give reasonable handover assistance where you request it and pay for it.

We will normally issue a disengagement letter so that our respective responsibilities are clear. If we have no contact from you for two months or more, we may send a disengagement letter to your last known address and cease to act.

You remain responsible for retaining the records required by applicable United Arab Emirates law. Corporate Tax records must be kept for seven years after the end of the relevant tax period, and VAT records for at least five years.

We may retain copies of documents and information necessary for our legal, regulatory, professional, insurance and record-keeping obligations.

We will return original documents to you on request. Following termination for any reason, we may destroy documents we have been unable to return to you after six months, unless the law requires otherwise.

When we cease to act, we will seek to agree the position on access to cloud accounting records so that your service continues. That may require you to engage the software provider directly and pay for the service separately.

We are not responsible for any delay or failure to perform caused by circumstances reasonably outside our control, including system or software outages, cyber incidents, authority delays, natural events, war, government action, and third-party failures.

Where such an event occurs, we will tell you as soon as we reasonably can and agree with you how the work should proceed.

We maintain professional indemnity insurance. Details of the insurer and the territorial coverage are available from us on request.

If any provision of the Letter of Engagement, the Schedule of Services or these terms is held to be void, that provision is treated as not forming part of the contract, and the rest of the agreement is interpreted as if it had never been included.

Headings are for convenience and do not affect interpretation. The English language version of this agreement prevails.

We may update these Terms of Business from time to time. We will tell you in writing if we do, and the updated terms will apply from the date stated in that notice.

Changes will not apply retrospectively to work already completed.

The Letter of Engagement and its appendices form the agreement for the agreed services and supersede any earlier agreement covering the same services, unless expressly stated otherwise.

Any amendment must be agreed in writing.

This agreement is governed by the federal laws of the United Arab Emirates and the laws applicable in the Emirate of Dubai. Mandatory free zone requirements that apply to you are unaffected.

Any dispute arising from or connected with this agreement shall be referred to [DISPUTE RESOLUTION FORUM].