Standard Terms of Business
Introduction
These terms of business, together with our engagement letter (the "Engagement Letter") and any relevant scope of services documents, form the contract (the "Contract") between Sen & Ray LLC-FZ and all addressees of the Engagement Letter. If there is any conflict between these terms of business and the Engagement Letter, the Engagement Letter will prevail. For the purpose of these Terms of Business, any document including the scope and fees for the service shall be deemed to be an Engagement Letter for non-audit services. You accept and agree to these standard terms of engagement by continuing to instruct us.
In these standard terms of engagement (whether capitalised or not) "we", "us" and "the firm" means Sen & Ray LLC-FZ, and "you" and "your" means our client identified as such in an engagement letter or as otherwise agreed by us. Where you are a company or other corporate or unincorporated entity, we act only for you and we do not act for your shareholders, directors, agents, members or any other person unless we expressly agree otherwise.
Except where you have expressly advised us otherwise, you warrant to us that you are not acting in a trustee capacity or on behalf of any other person when engaging our services.
1. The Sen & Ray Network
1.1. Sen & Ray LLC-FZ is a part of the Sen & Ray Network, a global multidisciplinary professional practice comprising of Chartered Accountants, Consultants, and other professional services. Each member firm within the Sen & Ray Network is a separate and independent legal entity, independently operated and regulated in its home jurisdiction.
1.2. The client relationship for the services provided under this Contract is solely with Sen & Ray LLC-FZ. You agree not to bring a claim of any nature against any shareholder, director, employee, contractor, or subcontractor of Sen & Ray LLC-FZ or against any other member firm of the Sen & Ray Network.
1.3. We may, from time to time, rely on member firms of the Sen & Ray Network for the provision of Services, including the sharing of pooled resources. Unless explicitly prohibited by applicable law or by you in writing, you agree to such collaboration and resource sharing.
2. Services
2.1. We will provide the services described in the Engagement Letter or any agreed scope of services document or written communication (the "Services").
2.2. You are responsible for determining that the scope of the Services is sufficient to meet your needs.
2.3. Unless specifically stated to the contrary in the Engagement Letter or any agreed scope of services document:
(i) we will allocate appropriate directors and staff to perform the Services and may replace any named personnel with personnel of similar skill;
(ii) timetabled dates are intended for planning and estimating purposes only and are not contractually binding;
(iii) we will rely on the information that you provide and will not verify that information;
(iv) if the Services or your reliance on the Services depend upon laws, regulations, or interpretations by the Courts or Government agencies, we are not responsible for any changes in those laws, regulations, or interpretations (whether or not having retrospective effect) which occur after the date of our report and are not required to notify you of such changes; and
(v) we are not responsible for the work of any other person whom you engage to perform work in conjunction with our Services.
2.4. The Services provided by us do not involve an audit or examination conducted in accordance with international auditing standards unless explicitly stated in the Engagement Letter. We will not express an opinion on any financial statements or information taken as a whole, nor provide any opinion on the achievability of prospective financial information, unless specifically agreed upon.
2.5. You may rely only on our final written deliverables and not on oral advice or draft deliverables. If you wish to rely on something we have said to you, please let us know so that we may prepare a written deliverable on which you can rely.
2.6. Engagements with Third-Party Agencies: For engagements relating to third-party regulators, entities, or government agencies, including but not limited to Tax Authorities, Commercial Registries & Registrars, Immigration Authorities, Municipal Bodies, Multi-lateral agencies and bodies, or any other third-party entities: unless specifically warranted in the Engagement Letter, we explicitly disclaim any warranties of application approval or similar guarantees. We do not provide guarantees of any third-party approvals. Our fees in such cases are to be construed as advisory fees, and final approval from a third party is not considered a deliverable on our part.
3. Client Responsibilities
You agree that you will:
(i) Provide Information, Assistance, and Facilities: Provide, in a timely fashion, all information, documentation, data, and access to personnel and systems that we reasonably require to enable us to effectively and efficiently provide the Services. This includes, but is not limited to, financial records, contracts, agreements, correspondence, historical data, and any other relevant materials. Your prompt provision of such resources is critical to our ability to meet agreed-upon timelines and deliver high-quality Services.
(ii) Ensure that all information, documentation, and data provided to us, whether in written, oral, or electronic form, is true, accurate, complete, and not misleading in any material respect. You acknowledge that our Services are based on and rely upon the information you provide, and we will not independently verify the accuracy or completeness of such information unless specifically agreed otherwise in the Engagement Letter. Any inaccuracies or omissions in the information provided by you may impact the quality, suitability, or outcome of our Services, for which we shall not be liable.
(iii) Utilize any reports, advice, deliverables, or other products of our Services solely for the specific purpose and context for which they were prepared, as outlined in the Engagement Letter. You acknowledge that our Services are tailored to your specific needs and the agreed scope, and their use for any other purpose or by any other party without our express prior written consent may lead to inappropriate reliance and potential adverse consequences, for which we disclaim all liability.
(iv) Inform all our personnel, including employees, contractors, and agents, who may visit your premises, of all relevant health and safety policies, procedures, regulations, and site-specific hazards. This includes providing clear instructions regarding safety equipment requirements, emergency evacuation procedures, accident and hazard reporting mechanisms, and any other matters necessary to ensure their safety and compliance with your internal health and safety protocols.
(v) Ensure full cooperation with our personnel assigned to your engagement, providing them with necessary access, explanations, and decisions in a timely manner to avoid delays or additional costs.
(vi) Promptly review all draft reports, advice, and other deliverables provided by us and communicate any questions, concerns, or requested revisions within the agreed-upon timeframe. Your timely feedback is essential for the efficient progression of the Services.
(vii) Inform us immediately of any changes in your business operations, financial condition, legal structure, relevant laws or regulations, or any other circumstances that may affect the scope or nature of the Services or our ability to perform them.
(viii) Ensure your compliance with all applicable laws, regulations, and industry standards relevant to your business and the Services being provided. We rely on your adherence to these requirements.
(ix) Be responsible for establishing and maintaining adequate internal controls over your financial reporting, operational processes, and data security. While our Services may involve reviewing certain controls, this does not relieve you of your primary responsibility for their effectiveness.
4. Compliance Measures
4.1. Information Collection and Storage: Applicable regulations require us to collect and store information about you and your business, depending on the type of engagement. You agree to provide all relevant Know Your Customer (KYC) and Know Your Business (KYB) documents, including documentation relating to your Ultimate Beneficial Owner (UBO) in the event that you are a subsidiary or part of a holding structure.
4.2. We reserve the right to refuse any engagement that does not comply with our internal compliance measures, including but not limited to our KYC, KYB, and Anti-Money Laundering (AML) policies.
4.3. We may, upon intimation or request from the relevant authorities or when required by law, place a hold or funds-freeze on your funds held in trust with us.
4.4. We may be required to conduct Enhanced Due Diligence (EDD) to onboard you as a client, or due to a change of circumstance, as per our internal compliance measures. You agree to provide all relevant documentation, information, and access for us to complete such EDD.
4.5. We update our KYC/KYB/EDD documentation for all clients from time-to-time. In the event that you are an active client at the time of such exercise, you will be required to submit all relevant documentation as requested.
4.6. We may refuse to provide Services or otherwise terminate any engagement when deemed necessary under our internal compliance measures, including but not limited to situations where required documentation is not provided, or where continued engagement would pose a compliance risk.
5. Reliance on our Work & Disclosure
5.1. Our duties are owed only to you. Our report or other product of the Services should not be relied upon by management of the addressee of our report, or advisers to the addressee, in their personal capacities. Unless we otherwise agree in writing or as required by law, those duties do not extend to others. If any other persons wish to retain us or rely upon our advice or our Services, they may do so only if both we and you agree in writing.
5.2. Any oral comments or drafts of written reports or any other communications made prior to the final written report or other final product of the Services do not represent our final conclusions and should not be relied upon.
5.3. The Services are provided for your use only and we accept no responsibility or liability to any other person other than those who have engaged us and to whom we report.
5.4. You must not disclose any report or other information provided as part of the Services to any other person without our prior written consent.
5.5. You must not use our name in connection with any prospectus or product disclosure statement, financial statement, or other public document or representation without our prior written consent.
6. Fees and Charges
6.1. Unless otherwise agreed, our fees are calculated on the basis of time spent, the level of skill and responsibility involved in providing the Services, and with regard to factors such as complexity, urgency, inherent risks, use of techniques, know-how and research together with the level of skills and expertise required of the personnel needed to perform and review the Services. Unless otherwise agreed, in addition to our fees and third-party disbursements:
(i) applicable taxes (e.g., VAT) will be added where applicable;
(ii) our invoices may include an office service charge to cover the cost of routine copying, printing, binding, telephone, fax, and courier expenses, not exceeding 5% of the engagement value;
(iii) where we are required to travel to you, you agree to reimburse us for the cost of air-fare, land-transport, visas, accommodation, and a per-diem not exceeding $200 USD per person per day outside the UAE or 350 AED per person per day within the UAE (when outside Dubai);
(iv) all fees and expenses are quoted and payable in UAE Dirhams (AED) unless otherwise specified in the Engagement Letter. For payments made in other currencies, the exchange rate used will be our prevailing bank exchange rate on the date of invoicing, and any associated bank charges or currency conversion fees will be borne by you;
(v) we may, at our sole discretion permit you to pay invoices for services rendered by us to other member firms of the Sen & Ray network where applicable law permits such transactions, in which case you agree to pay any reasonable applicable service charge imposed by the partner member firm, applicable local taxes and any associated bank charges or currency conversion fees; and
(vi) you agree to pay reasonable professional fees and expenses, including legal fees and expenses, in complying with or challenging any legally enforceable notice or demand issued by a third party, including any government department or any court or tribunal in relation to or in connection with the Services.
6.2. Our invoices are due for payment upon receipt. If payment is not received within 14 days, we reserve the right to suspend provision of the Services and/or charge interest on the outstanding amount at a rate of 5% per annum above the Central Bank of the UAE - prescribed interest rate, compounding monthly. We may use funds held in trust, or otherwise held on your behalf, whether following settlement of a matter or otherwise, to pay the amounts of our invoices.
6.3. We may require you to pay some or all of our fees in advance, or to provide other security for our fees. You authorise us to draw on any fees paid in advance immediately upon us issuing and sending an invoice to you or to hold fees paid in advance and apply them against our final invoice (and any unpaid invoices) in relation to a particular matter. You authorise us to realise any securities held on account of our fees in the event that our invoices are not paid in full on or by the due date.
6.4. Any fee estimate is given in good faith but is not contractually binding. Estimates are given as a guide only and not as a fixed quotation.
7. Liability Limitation
7.1. Our total liability for any and all claims connected with the Services or the Contract, including interest, is limited to the lower of your actual documented costs/loss as a result of the alleged error, or five times the engagement fees value excluding taxes and third-party costs. Any liability relating to the Contract will only include direct and foreseeable damages that the company may suffer as a result of the assignment. Our liability does not include losses due to conditions on your side.
7.2. We shall have no liability for any consequential or indirect loss, loss of profit, goodwill, business opportunity, anticipated savings or benefits, or loss or corruption of data from your systems.
7.3. Our liability will be reduced to take into account any contributory negligence on your part.
7.4. In the event that more than one person caused or contributed towards your loss, our liability to you will be limited to the proportion of the loss that a court would apportion to us, based on an assessment of our degree of responsibility and the responsibility of the others who contributed to the loss (whether or not those other persons are able to meet any liability they may have).
7.5. Where there is more than one addressee to the Engagement Letter or any agreed scope of services document, the amount of our liability as derived from this clause is a total limit to be allocated between addressees, such allocation being entirely a matter for the addressees, who will be under no obligation to inform us of it.
7.6. Nothing in this Contract will limit a party's liability for (i) death or bodily injury caused by that party's negligence, (ii) that party's fraud or wilful misconduct, or (iii) anything else that may not by law be limited or excluded.
8. Time Limit for Claims
8.1. Any claims against us must be brought within 60 days after the date the claimant became or should have been aware of the potential claim and, in any event, no later than 1 year after any alleged breach.
9. Indemnity
9.1. To the maximum extent permitted by law, you agree to indemnify Sen & Ray LLC-FZ, its shareholders, directors, and staff, and other Sen & Ray Network firms and their partners and staff, and to hold each harmless against any liabilities, losses, expenses, and other costs, including legal costs and the cost of Sen & Ray LLC-FZ's professional time reasonably incurred in connection with any claims, inquiries, investigations, or similar matters whether made against them or you by any third party arising out of or in any way connected with the Services.
10.Confidentiality
10.1. Subject to any need to make disclosures required by law or professional ethical obligation, both parties agree that information or documents received by or provided to the other for the purposes of the Contract and provision of the Services, or are marked confidential or are manifestly confidential ("confidential information") will be treated as confidential, except if the information:
(i) is or becomes generally available to the public other than by a breach of the obligations under the Contract;
(ii) is known to the parties prior to entering into the Contract; or
(iii) is received from a third party who owes no obligation of confidence in respect of the information.
10.2. You agree that Sen & Ray LLC-FZ may disclose confidential information:
(i) to our personnel and other personnel of Sen & Ray Network firms (including contractors, subcontractors, and suppliers) involved in the delivery of the Services (including administrative staff and document specialists), and to our insurers or legal advisors, provided, in each case, that these parties are subject to confidentiality obligations;
(ii) to any regulatory or professional body of which we are a member, as part of their quality review process or as required by law;
(iii) once a completed transaction is no longer confidential, we may cite the performance of the Services to clients and prospective clients as an indication of our experience;
(iv) to other Sen & Ray Network firms involved in engagement quality reviews, management of our client relationship systems, or maintenance of our computer services; or
(v) if necessary to meet any legal request from a governmental agency.
11.Data Protection and Privacy
11.1. Each party to the Contract will comply with the data protection legislation applicable to itself, in relation to any personal information shared in connection with the Contract.
11.2. You will not provide Sen & Ray LLC-FZ with personal information unless the personal information is required for the performance of the Contract. In respect of any personal information disclosed to Sen & Ray LLC-FZ, you confirm you have the necessary authority for Sen & Ray LLC-FZ to use it in accordance with the Contract, and that data subjects have been given necessary information regarding its use.
11.3. Each party may process personal information for the purposes of any of:
(i) performing the Contract;
(ii) security, quality, and risk management activities;
(iii) complying with any requirement of law, regulation, or a professional body of which it is a member;
(iv) administering and managing its business and services.
Additional information about how Sen & Ray LLC-FZ uses personal information is set out in our Privacy Policy, available on our website.
11.4. Each party may transfer personal information shared with it to any of its affiliates or contractors or subcontractors or suppliers in relation to any set of the purposes set out in clause 10. Some of these recipients may be located outside the country or territory where the personal information originated, or the data subjects are located. Each party may disclose the personal information only where it has a lawful basis to do so and any appropriate contractual or comparable safeguards required by applicable data protection legislation are in place to protect the personal information being disclosed.
12.Ownership and Destruction of Working Papers
12.1. The working papers that we produce in the course of performing the Services are our property and we have no obligation to disclose our working papers to you or to any other person.
12.2. You acknowledge that we may, after a period of time, destroy our working papers, reports, and other records relating to the Services, including any of your documents that have come into our possession, in accordance with our standard procedures relating to document retention.
13.Intellectual Property Rights
13.1. Intellectual property rights in all documentation, systems, materials, methodologies, and processes ("tools") brought to and utilised by Sen & Ray LLC-FZ in relation to the Services or created in the course of providing the Services, and in all working papers and reports, remain vested in Sen & Ray LLC-FZ.
13.2. Subject to the requirement to treat confidential information as confidential, any spreadsheet, database, system, technique, methodology, idea, concept, information, or know-how developed in the course of the Contract may be used in any way we deem appropriate, including by or for our clients, without any obligation to account to you.
13.3. In the case of documentation or software prepared by Sen & Ray LLC-FZ for you, we may, on termination or completion of the Contract, retain one copy of such information as a professional record of our involvement.
14.Other Engagements
14.1. Nothing in this Contract prevents Sen & Ray LLC-FZ from providing services to other clients provided that we take reasonable steps to ensure that each client's confidential information is not disclosed to other clients, and the engagement is otherwise permitted by professional ethical rules.
14.2. This Contract is separate from other engagements that we may perform for you or for other clients, and we have no obligation to utilise knowledge gained from such other engagements when performing the Services under this Contract.
14.3. By entering into this Contract and providing the Services, we do not assume a responsibility to you in relation to any reports or opinions that we may have provided under separate engagements, or in relation to any other work that we may have performed for any other client, whether or not that client is the subject of the Services.
15.Circumstances Outside the Parties' Control
15.1. Neither party will be liable to the other for any failure to fulfil obligations caused by circumstances outside its reasonable control.
16.Assignment
16.1. Neither party may assign, transfer, charge, or otherwise deal with its rights or obligations under the Contract without the prior written consent of the other party, except that each may transfer its respective rights and obligations to a partnership or legal entity authorised to take over all or part of its business.
17.Termination of Contract
17.1. The Contract may be terminated by either party by written notice. If we are no longer permitted to provide you with a particular service detailed in the Contract due to independence standards or regulatory requirements, we will work with you to immediately vary or terminate the contract.
17.2. You will pay Sen & Ray LLC-FZ for all Services provided up to the date of termination.
17.3. Where you terminate the Contract before we have completed the Services, you will pay any additional costs that we incur in connection with the early termination.
17.4. The provisions of the Contract which expressly or by implication are intended to survive its termination or expiry will survive and continue to bind both parties.
18.Entire Agreement
18.1. The Contract forms the entire agreement between the parties.
18.2. To the extent permissible by law, all warranties, conditions, representations, and liabilities or terms other than those expressly stated are excluded.
18.3. If any term of the Contract is held to be invalid, the enforceability of the remainder of the Contract will not be affected.
18.4. Modifications to Terms of Business: These general Terms of Business may be modified from time-to-time at our discretion. If you have any active engagements with us at the time of such modification, you will be notified of the change and its applicable dates by electronic or any other means. You will be deemed to accept such changes upon delivery of notification unless you specifically object in writing within 7 days of the notification. If you object to the changes, we reserve the right to terminate any active engagements in accordance with clause 17.
19.Resolving Disputes
19.1. Unless otherwise provided in law, this Contract and any dispute arising from it, whether contractual or non-contractual, is subject to the exclusive jurisdiction of the DIFC Courts and commercial laws and practices of the United Arab Emirates.
19.2. Each party hereby irrevocably waives any claim that an action is brought in an inconvenient forum, or that the DIFC Courts do not have jurisdiction.
20.Subcontractors Selected by You
20.1. Where you are using third parties in connection with the Services to be provided in accordance with this Contract, you will ensure that you have appropriate agreements with them. Unless agreed otherwise in the Engagement Letter or any agreed scope of services document, you will be responsible for the management of those third parties and the quality of their input and work.
20.2. Where you require Sen & Ray LLC-FZ to contract the services of a subcontractor specified by you, you will accept responsibility for the work to be performed by such subcontractor. Sen & Ray LLC-FZ will not be responsible or liable to you or to any other person for the work performed by, or for any act, omission, default, or neglect of, such subcontractor. In the above circumstances, you will be responsible and liable for, and will indemnify Sen & Ray LLC-FZ against and from, any liability which Sen & Ray LLC-FZ may incur to any person and against all claims, demands, proceedings, damages, losses, costs, and expenses made against, suffered or incurred by Sen & Ray LLC-FZ, directly or indirectly as a result of or in connection with the work performed by any such subcontractor.
21.Electronic Communications
21.1. When we communicate in writing, we will communicate by electronic means unless otherwise agreed. These communications can be subject to interference or interception or contain viruses or other defects (corruption). We each agree to take reasonable precautions to protect our own information technology systems, including implementing reasonable procedures to guard against viruses and unauthorised interception, access, use, corruption, loss or delay of electronic communications. Notwithstanding the foregoing, we do not accept responsibility and will not be liable for any damage or loss (direct or indirect) caused in connection with the corruption of an electronic communication.
21.2. We may receive from you communications by electronic means. Where any such communication (including any communication purporting to be sent by you) includes a direction or request to transfer funds, we may elect not to do so until we have independently verified, to our satisfaction, that direction or request by means other than an electronic communication.
21.3. Without limiting anything in clause 6, we do not accept responsibility and will not be liable for any damage or loss (direct or indirect) caused by or arising from our refusal to act on any electronic communication comprising a direction or request to transfer funds where we have not been able to independently verify that direction or request to our satisfaction.
21.4. We may produce electronic newsletters and conduct seminars for clients, which cover a range of topics. We may add you to our database so that you will receive newsletters and invitations to seminars that we consider will be useful to you. However, please let us know if you do not want to receive any such correspondence.
SR/TOB/25-02
Last Modified 1st August 2025