TERMS OF BUSINESS

ARP LAW FIRM LIMITED

1. Who we are

ARP Law Firm Limited, Attorneys & Legal Consultants (“ARP Law Firm”) is a UAE law firm providing legal services throughout the UAE.

ARP Law Firm provides legal services through various separate and distinct legal entities in the form of associations and network. These entities provide legal and other client services in accordance with the relevant laws of the jurisdictions in which they respectively operate. Our engagement letters set out in full which legal entity our clients have contracted with.

Any reference in these terms of business or any other ARP Law Firm document, or any oral reference, to a person who is a partner or director, is a reference to a member of ARP Law Firm, or a partner or director of an associated entity, or an employee of any of them of equivalent standing. References to ARP Law Firm shall be read as references to ARP Law Firm (registered number 000004388) or the entity named in any engagement letter.

The use by ARP Law Firm of the term “partner”, “director” or “legal consultant” in relation to any individual is a title only and individuals described as partners, directors or legal consultants are members or employees of, or consultants to, ARP Law Firm. References in these terms of business to “we”, “us” or “our” are references to ARP Law Firm.

2. Scope of our instructions

By instructing us, you authorise us to take the steps we consider appropriate to represent you, including incurring reasonable expenses on your behalf.

Our scope of work for instructions related to Wills will be as per our pricing shared with you by a member of our team and unless otherwise agreed in writing by us, our scope will be limited to the items specified under the pricing shared with you. We may update our pricing from time to time without giving prior notice. We will assume that your instruction is for basic Wills (as defined under our pricing details) unless specified by you in writing and in case your instruction is not for a basic Will, the prices quoted by us will not be applicable and we will advise you on the additional charges.

You will be responsible for completing our Wills questionnaire and ensuring that all details on the questionnaire including names, dates of birth, nationalities, passport numbers or Emirates ID numbers and other details are written correctly and as per the identification documents. For DIFC Wills, all names should be as per the passports and for ADJD or Dubai Courts Notary Wills, all names should be as per Emirates IDs. Our team will not be responsible for cross-checking your completed questionnaires with ID documents shared with us and you will be entirely responsible for incorrect details mentioned on the Wills or Wills being rejected by the registry in case the questionnaire was not completed properly by you.

In the event, we receive your instructions from an external advisor who is not a member of our team, you hereby give us an ongoing consent (unless varied afterwards by you in writing) to share all your documents, information and drafts with that advisor.

3. Fees

Unless we agree alternative charging arrangements, our fees will be based primarily on the time recorded by our lawyers and their seniority. These fees may be adjusted to reflect the nature of an assignment, in particular its importance, value, complexity and urgency. Details of the rates for the lawyers involved in your work are available on request. These rates are normally reviewed with effect from 1 January each year. If a transaction or other matter is abortive, our fees will still be payable.

4. Estimate & Special Fee Arrangements

Estimates are given only as a guide, and should not be regarded as a firm quotation unless this is agreed in writing. A special fee arrangement (such as a fixed or capped fee) agreed for a matter will not cover additional work not identified when the arrangement was agreed. Estimates and special fee arrangements are given exclusive of any disbursements costs.

5. Disbursements

We may incur expenses on your behalf in the course of a matter.

These may include travel, accommodation, couriers, searches, registrations, transcripts, court fees, agents who conduct investigations, document production, binding, counsel’s and experts’ fees and expenses which will be charged to you in addition to our fees. These are referred to in our bills as disbursements. We also charge additional costs incurred by us in providing our services, such as in-house copying and printing, translation, research databases charges, and telephone calls. These additional costs may include an element of profit

We are entitled to recover from you the cost or an amount in respect of disbursements incurred. We will obtain your approval before incurring any reasonably substantial disbursements (including, but not limited to, counsel’s fees or expert’s fees) in litigation. We will also either require you to provide us with sufficient funds to cover such disbursements or arrange for the person providing the services to invoice you direct. If we pay any such disbursements on your behalf, we will invoice you for them and payment will be due from you on delivery of the invoice.

We may sometimes be required to give an undertaking (i.e. a binding commitment) to pay an amount of money on your behalf in relation to a matter. We will not give such an undertaking without your prior approval. We will also require that the relevant amount (or a reasonable estimate of it) is paid to us before we can give the undertaking.

If we have to incur additional expenses for non-legal staff working overtime on evenings or weekends in order to provide an effective service to you, we may include these expenses as a separate item on our invoices to you.

6. Instructing third parties

If we instruct foreign lawyers or other professionals on your behalf, you will be their client and will be responsible for payment of their costs. If we pay the fees of any such foreign lawyers or professionals, we will invoice you for them and payment will be due from you on delivery of the invoice.

7. Billing

We will usually submit invoices at regular intervals.

If a transaction or other matter is expected to be completed within a short period we may agree not to deliver our bill until completion.

We reserve the right to issue a bill at the end of each calendar month, or when we incur or agree to pay disbursements on your behalf, or on completion of a transaction or other matter.

8. Value Added Taxes

All fees and expenses payable to us must be paid together with value added taxes or similar consumption tax and any withholding tax. Any monetary values referred to in our engagement are exclusive of value added tax unless stated otherwise.

Value added taxes chargeable in respect of any services supplied by us shall, on delivery of the value added tax invoice, be payable in addition to any sum agreed to be paid in our engagement with you and we reserve the right to collect and deduct such applicable taxes or duties from you or any trust monies deposited by you in our client account.

9. Payment Terms & Source of Funds

We do not accept cash payments to settle our invoices or to pay us money on account. All payments to us must be made by bank transfer, unless we specifically agree otherwise. Due to regulatory & compliance reasons, we may need to raise enquiries as to the source of your funds and that of any other party involved in a matter, and we may seek identification evidence from any party to which you ask us to make payments or where you ask us to accept payments from them on your behalf. We may need to hold funds provided by you or on your behalf pending consent from appropriate authorities.

If an invoice is overdue for payment, we may on giving reasonable notice suspend or terminate our services to you (and others with whom you are associated) and retain documents and papers belonging to you. We may exercise these rights irrespective of the matter to which the work or documents and papers relate.

You must bear all costs of transmitting payments in respect of our bills to us, which should therefore be made gross of all bank or agent’s charges. Our invoices are payable in the currency in which they are submitted. ARP Law Firm only bills for work after it has been done, other than fixed fees which are payable in advance, and when costs have been incurred on your behalf; therefore ARP Law Firm’s bills (whether interim or final) are payable on receipt by you. If payment of a bill is not made within 30 days of delivery to you or if a request for a payment on account is not met within any time period specified by us:

ARP Law Firm may suspend services on any or all matters or terminate any or all engagements in accordance with paragraph 15;
ARP Law Firm may also charge you interest on any amount not paid after 30 days at a rate of 3% per annum above the base rate of Emirates NBD from time to time or, if that base rate is discontinued, a similar rate reasonably selected by us.

When we are instructed by or on behalf of more than one person or company to deal with any particular matter, each person or company for whom we act will be jointly and severally liable for payment of the full amount of our fees and disbursements and value added tax.

If arrangements are made for a third party to pay any of our fees or disbursements, or a court orders a third party to pay any part of our costs, you remain liable to pay any charges to the extent that the third party does not pay our invoice in full.

We expect that, from the date we are formally instructed, your instruction for drafting and registering Wills would take a maximum of sixty (60) days. In case your instruction takes longer than the above specified timeframes, we reserve the right to revisit and amend our professional fees. In case the delay in registering your Will is due to delay in your response or lack thereof, we will close the file upon completion of the timeframe specified above from the date we are formally instructed. We might agree, in our sole discretion, to reopen the file at your request however, it would be subject to an administrative fee to be determined by our management at its sole discretion.

In case of termination of your engagement, there will be no refund of professional fees paid by you in case we have worked on your file and issued the first drafts of your Will. You agree that upon issuance of first drafts, we would have rightfully earned our total professional fees for each engagement.

10. Client Money and Pooling

All money held or received by ARP Law Firm on your behalf will be held in a designated “Client Account” at a bank authorised by the ADGM Registration Authority.

You acknowledge and agree that your funds may be held in a pooled client account, where your money is held in the same bank account as the funds of other clients of the Firm. While the account is pooled, the Firm maintains detailed internal ledgers to ensure your specific funds are always identifiable and protected. Any interest earned in the pooled client account will be held as pooled funds by the Firm and it may not be possible to segregate and credit any interest earned to your principal amount which is held in the pooled account.

11. Client Money Reporting

All Client Money is held on trust. These funds are segregated from the ARP Law Firm’s own business assets and are not available to the ARP Law Firm’s creditors.

In accordance with ADGM regulations, every withdrawal or transfer from the Client Account is subject to dual authorisation by two authorised signatories of ARP Law Firm. ARP Law Firm will provide you with a written statement upon request or periodically whichever is applicable. You may request a statement at any time by contacting our Accounts Department.

12. Payment on Account

In the instance of certain instructions, we may require you to provide a payment to us on account. This amount will represent a portion of the anticipated fees and disbursements.

Any payment on account will be held in our general client account. We are entitled to use money from the client account as payment for sums due from you. From time to time, we may ask you to replenish the account so that it does not fall below the agreed amount. Any funds in excess of our charges will be returned to you after the completion or termination of our services.

Unless otherwise stated, a payment on account is not an estimate or fixing of costs; our total costs in a matter may be greater than the payment on account.

If you are asked by us to pay money on account or if you require us to hold money to facilitate our legal services, the money you pay to us will be held in a pooled account with a financial institution chosen by us, unless we have agreed in writing to hold such funds in a separate designated account.

Regardless of whether money we hold for you is held in a pooled account or separate designated account or otherwise we will have no responsibility to you or to any other person for the credit failure or other acts or omissions of any banking institution with which we deposit monies on your behalf, nor of any banking institution involved in the transfer of such monies, nor for any failure or any disruption to any payment or electronic systems used for any such monies to be transferred.

13. Confidentiality and Conflicts

You acknowledge, and where required by applicable rules of ethics you agree (and in doing so you acknowledge that you have provided us with an effective conflict waiver of future conflicts), we are permitted to represent other persons or entities whose interests are, or may become, adverse (in litigation, transactions or otherwise) to you, or any of your affiliates, in matters that are not substantially related to matters on which we are instructed by you, unless otherwise agreed in writing. You further agree that we may act for parties that we act against for you (be that in transactions or litigation) so long as we protect your confidential information and, where required by applicable ethical rules, obtain that other client’s agreement not to object to our continued representation of you. If we ask for your agreement for us to act in any given situation, you agree we are not waiving our reliance on this paragraph for future matters.

Some of our current or future clients are likely to operate in the same industry or sector as you, and may have interests which are adverse to you. You accept that we may act for such other clients. Where you request us to act for you on a matter where you are one of a number of parties competing for the same asset (for example, in a tender or corporate auction or in an insolvency situation), you agree that we may act for other parties on the same matter provided we comply with applicable ethical rules.

You agree that we may share your confidential information within ARP Law Firm unless regulation or law require otherwise; any ARP Law Firm entity which accesses your confidential information will owe you a duty of confidentiality. Other than disclosure within ARP Law Firm, as provided in these terms, with your consent, or as required by law or regulation, we shall keep all information obtained from you and which is not in the public domain, confidential. We owe similar duties to other clients and former clients. You accept that we are under no obligation to disclose to you or use for your benefit confidential information we have or may obtain from acting for any other client. You agree that you will not seek to prevent us from acting for any other client on the grounds that we hold your confidential information, so long as we have appropriate safeguards for your information. If you provide us with sensitive commercial information, such as inside or price-sensitive information, which must be handled in accordance with specific regulatory requirements, you must notify us.

We use third party service providers to help us with aspects of our services which include legal drafting, document review, data hosting, processing or storage (including ‘cloud’ service providers). We shall ensure all such providers operate under service agreements that are consistent with our legal and professional obligations, including in relation to confidentiality, privacy and data protection. If you instruct us to use a third party chosen by you for any aspect of a matter, we are not responsible for the security of data provided to that party or the service.

We may wish to mention in our marketing materials that we have acted for you and include information about the work undertaken for you if that information is already in the public domain. We may include details of the work we have undertaken for you in proposals or presentations to existing or prospective clients or other parties, but will do so on a confidential basis.

We have professional indemnity insurance providing cover for claims against us. Our insurance requires us to notify insurers of claims and of circumstances which might lead to a claim and you accept we may be required to disclose your confidential information to insurers and advisors appointed by us. External organisations appointed by us or with authority over us may conduct audit or quality checks on our practice from time to time, which may include your matter. We will require that insurers, advisors or external organisations maintain confidentiality in relation to any files and papers which are disclosed.

14. E-mail & Website

All our staff have access to e-mail and may, unless you instruct us to the contrary, send information by e-mail. Use of Internet e-mail carries certain risks. Confidentiality may be breached, messages may be lost or delayed, or may not be read, and viruses may be transferred through the use of e-mail. We cannot accept responsibility for loss which you suffer as a result of the use of Internet e-mail for communication between us or between ARP Law Firm and third parties. Inherent in the nature of e-mails is the possibility of impersonation. If in any doubt as to whether an e-mail purporting to come from us is genuine, please contact the person who is named as the sender to verify authenticity.

These terms, as well as any other additional terms, conditions, notices and disclaimers displayed on (our “Website”), if applicable, shall govern our engagement with you. These terms, the Website Terms and Privacy Policy may be modified from time to time without notice to you and you should therefore regularly review the Website for any such modifications.

We suggest that, when sending a time-critical e-mail to us, you telephone to ensure the intended recipient is aware that a message has been sent.

If you do not wish us to communicate information to you by e-mail, or if you wish to establish a more secure electronic communications link, please inform us.

15. Feedback and Complaints Procedure

We are committed to continuous improvement in the quality of our services. We encourage suggestions or comments from you in helping to achieve this goal. If you would like to discuss ways in which our services could be improved, or if you are dissatisfied with any aspect of the services you are receiving from us, please contact your client relationship partner or, if appropriate, the firm’s managing director.

We have a formal complaints procedure which we are confident will assist in resolving any problems that might arise between us.

16. Termination of our Engagement

You may terminate our services at any time by giving us reasonable written notice.

We may cease to act for you on any matter by giving you reasonable written notice if:

you fail to give us proper instructions;
you fail to give us the cooperation which we are reasonably entitled to expect;
our continuing to act would be impractical, unethical or unlawful;
we have a conflict of interest;
you fail to provide us (or to replenish) sufficient money to be held on account; or
you fail to pay our invoices as and when rendered.

On termination by either you or us:

you must pay our charges for work carried out up to the date of termination; and
we may keep all the papers which we are entitled to retain until all of our costs, disbursements and interest have been paid.

17. Responsibility for Advice

ARP Law Firm (rather than its partners, directors, legal consultants and employees) will provide advice and services to you and ARP Law Firm alone will be responsible for the performance of the contract between us.

All work done and advice provided by us is for your use and benefit only and may not be supplied or passed on to any other person without our prior written approval. Our duty of care is to you as our client, not to third parties unless such responsibility is accepted by us in writing.

Where ARP Law Firm is responsible for providing advice and/or services to you then, to the fullest extent permitted by law and regulation, no individual who is a partner or legal consultant or employee of ARP Law Firm accepts or assumes responsibility to you or to anyone for advice and services provided to you, whether or not the individual is described as a “partner” or “director”.

You agree (to the extent such agreement is enforceable under applicable laws and regulations) that you will not bring any claim in connection with any advice and/or services provided to you, whether on the basis of contract, tort (including, without limitation, negligence), breach of statutory duty or otherwise, against any partner, director, legal consultant, or employee of ARP Law Firm, but this will not limit or exclude the liability of ARP Law Firm itself for the acts or omissions of its members, employees or consultants.

18. Limitation of Liability

References in this paragraph 18 to an ARP Law Firm Person is a reference to a partner, director, consultant, or an employee or an associate of ARP Law Firm or a partner, director, consultant, employee or associate of the ARP Law Firm associated entity named in any engagement letter.

The aggregate liability of ARP Law Firm (and any ARP Law Firm Person or other entities or connected persons) in respect of all causes of action arising in connection with the services provided by ARP Law Firm will not exceed AED 4 million or, if there is a figure noted in any engagement letter or other communication provided by us, that figure shall apply. In this paragraph 18, ARP Law Firm is not seeking to limit or exclude its liability (or that of any ARP Law Firm Person or other related entities or connected persons) if such exclusion or limitation is not permitted by applicable law (such as laws precluding exclusions for personal injury or death or fraud) or rules of professional conduct which do not permit limitations or exclusions of liability between lawyer and client, to the extent only that such are applicable to the services provided to you. Where you and others instruct us, the limit of liability will be allocated between you and these other clients.

For the purpose of assessing the contribution to the loss and damage in question of any other person pursuant to the preceding paragraph, it is agreed that no account shall be taken of any limit imposed on the amount of liability of such person by any agreement made before the loss and damage in question occurred.

19. Document Storage

In common with many other firms, we maintain an internal database of past advice. Unless you inform us otherwise, we may add material drafted during our work on your matters to this database. This material is for internal use only.

We usually keep files and papers relating to client matters for a minimum of six years from the date we cease to work on that matter, after which we may dispose of them (other than title documents, deeds and certificates) as we reasonably consider appropriate.

Some documents which come into our possession may belong to you. We will normally return these documents (and title documents, deeds and certificates) at the earliest opportunity, subject to our right to retain possession as security for payment of sums owed to us by you.

However, it is likely that, over a period of time, less important records which are your property will be filed with our own papers. Unless you previously request us to return them to you, we will destroy any papers which, in our opinion, do not warrant retention at the time that we destroy the other papers relating to your work.

We may also without your specific consent transfer paper files to electronic or other reduced format insofar as permitted by law to do so.

20. AML, CTF & KYC Obligations

The Central Bank of the United Arab Emirates including other competent regulatory authority have introduced regulations which ARP Law Firm is required to comply with. For this reason, we may require you to provide us with evidence of identity. If requested, you must provide, as quickly as possible, such evidence of identity as requested. This will vary according to the type of entity you are but, if you are a company, will often include the identity of the ultimate beneficial owners. If you fail to provide such information promptly, we will not be in a position to act for you or, as the case may be, reserve the right to cease to act and can normally be expected to exercise that right. If you are acting on behalf of anyone else, we will similarly need to identify that person. From time to time we will require up-to-date evidence of identity to be supplied to ensure our ongoing compliance with the money laundering regulations.

We may also use your personal information for identity verification purposes through electronic data sources. The evidence of identity that we hold from time to time will be made available to third parties whom we instruct on your behalf, if they require it to comply with money laundering legislation to which they are subject. We will not accept payment from any source unless the source has previously been identified to our satisfaction and we have agreed to accept payment from that source. If payment is made in breach of this provision, the funds will usually be frozen and not applied to the transaction, pending receipt of consent from the appropriate authorities. We will not make payment to anyone other than you except when this is a necessary aspect of the transaction.

21. Disclosure

Pursuant to various statutes, regulations or court orders, we may, exceptionally, have obligations that lead to our disclosing details of your affairs to the relevant authorities. We will not always be permitted to inform you that this has occurred. In some cases, compliance with these obligations may cause delay in carrying out your instructions or proceeding with the matter and, provided we have acted in good faith, we are unable to accept any liability to you for the consequences of any such delay.

However we may not be obliged to disclose such information where legal professional privilege applies. In such circumstances, unless you formally notify us that you wish to waive privilege, any obligation to disclose information is your responsibility. Unless we have agreed in writing that we undertake this work, we cannot accept any responsibility to advise you on your disclosure obligations.

22. Law and jurisdiction

These terms of business, and your relationship with us, and any dispute or claim arising out of or in connection with these terms of business and our relationship with you (including non-contractual disputes or claims), will be governed by and interpreted in accordance with the rules and regulations of ADGM.

Any dispute arising out of or in connection with our legal services (whether contractual or non-contractual) shall be referred to and finally resolved pursuant to rules of arbitration provided under the ADGM Arbitration Regulation 2015 (as amended), which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The language of the arbitration shall be English. The seat of the arbitration shall be ADGM, unless stated otherwise in any engagement letter.

You agree that we may proceed against you for unpaid fees in accordance with the above procedure, or in the courts of any jurisdiction (including UAE) in which you or your assets are located.

23. General

You agree by accepting these terms through our Website that you are legally bound by these terms until our engagement is terminated.

If at any time the practice of this firm is transferred to a successor firm (including a company or another limited liability partnership) all work on which we have been instructed by you may be carried out by the successor firm and references to “we” and “us” in these standard terms shall from the date of the transfer be interpreted as references to the successor firm.