GENERAL TERMS AND CONDITIONS OF ENGAGEMENT AND PRIVACY

1. Purpose, Scope and Output of the Engagement

1.1 At request of our client, this firm will provide Business Advisory Services, which will be conducted in accordance with the relevant professional and ethical standards issued by the Accounting Professional & Ethical Standards Board Limited (APESB) of Australia.

1.2 The extent of our procedures and services will be limited exclusively for this purpose only. As a result, no audit or review will be performed and, accordingly, no assurance will be expressed. Our engagement cannot be relied upon to disclose irregularities including fraud, other illegal acts and errors that may exist. However, we will inform you of any such matters that come to our attention.

1.3 Part of our services provided will be advice to you and submission of Reports, which will be prepared for distribution to the company for the agreed purpose. There is no assumption of responsibility for any reliance on our report by any person or entity other than yourself and those parties indicated in the report or any other party as separately agreed in writing between us. The reports shall not be inferred or used for any purpose other than for which it was specifically prepared. Accordingly, our advice and reports may include a disclaimer to this effect.

2. Confidentiality, Privacy and Disclosure

2.1 In conducting this engagement, information acquired by us in the course of the engagement is subject to strict confidentiality requirements. The information will not be disclosed by us to other parties except as required or allowed for by law, or with your express consent.

2.2 We wish to draw your attention to our firm’s system of quality control that has been established and maintained in accordance with the relevant APESB standard. As a result, our files may be subject to review as part of the quality control review program of the Institute of Chartered Accountants in Australia that monitors compliance with professional standards by its members. We advise you that by accepting our engagement you acknowledge that, if requested, our files relating to this engagement will be made available under this program. Should this occur, we will advise you.

2.3 Clients are required to arrange for reasonable access by us to relevant individuals and documents, and shall be responsible for both the completeness and accuracy of the information supplied to us.

3. Value Added Tax

3.1 Commencing 1 January 2018, the UAE has introduced Value Added Tax (“VAT”) for goods and services consumed in the UAE.

3.2 As a tax resident of the UAE under the VAT Laws, TLB is a provider of Taxable Supplies and we will be required to charge VAT to clients that consume our Services inside the UAE.  Any VAT charged by us to you in most cases can be deducted against your own UAE VAT obligations in the normal course of business, if you have been or will be issued with a Taxation Registration Number (“TRN”).

3.3 Our TRN is 100021887300003.  This number will be shown on all of our invoices issued to you from 1 January 2018 onwards.

3.4 All fees and rates quoted are exclusive of any Value Added Tax.  Where applicable, VAT will be added and included on a TAX INVOICE issued to the company during the course of the engagement.

4. Fees and scope of work

4.1 Our fees (exclusive of VAT) will be based on current chargeable rates for the level of staff required to complete the Business Advisory Services as agreed.  These rates are available on request.

4.2 We will provide the client with a Scope of Work and an estimate of the fees that will be incurred for each aspect of the engagement or formal proposal as and when directed by the company.

4.3 Unless otherwise stated in written proposals or agreed between the parties, our invoices are payable 15 days after invoice date.

4.4 Out of pocket expenses incurred, which will be agreed with you prior to being incurred, will be recharged to the company at cost plus an agreed mark-up to take account of our time and costs incurred in sourcing the good or service on the client’s behalf.

Hourly based fees are subject to review and change, which will be advised accordingly.

5. Term

5.1 The term of the engagement will commence upon signing of an Engagement Letter by the parties and may be terminated at any time by agreement between the parties providing at least 30 days notice and upon settlement of any outstanding fees.

6. Ownership of documents

6.1 All original documents obtained from the client arising from the engagement shall remain the property of the client. However, we reserve the right to make a reasonable number of copies of the original documents for our records.  All other documents produced by us in respect of this engagement will remain the property of the firm.

6.2 The firm has a policy of exploring a legal right of lien over any client documents in our possession in the event of a dispute. The firm has also established dispute resolution processes.

7. Governing Law

7.1 Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be subject to the exclusive jurisdiction of the Courts of the Dubai International Financial Centre. This contract shall be governed by and construed in accordance with the law of the United Arab Emirates as applied in the Emirate of Dubai.