Terms and Conditions of Engagement

Version – 28 July 2025

Parties
These Terms and Conditions of Engagement (hereinafter referred to as the “Agreement”) are entered into between the following parties (hereinafter together the “Parties” or individually a “Party”):
1. EXVAL ADVISORY – FZCO (hereinafter referred to as “Exval”).
2. Client, as outlined in the Client Engagement Letter (hereinafter referred to as the “Client”).
Scope of Services
1. Exval shall provide accounting, bookkeeping, tax advisory, and other related services (hereinafter referred to as the “Services”) as explicitly set out in the Client Engagement Letter.
2. Unless a specific Client Engagement Letter has been signed for a particular matter, Exval shall have no obligation to provide financial, tax, or legal advice and shall bear no responsibility should such advice be offered.
3. Services outside the scope of the Client Engagement Letter may be provided upon mutual agreement of the Parties and are billable on an hourly basis.
4. Exval is engaged solely as an independent service provider delivering accounting, bookkeeping, and tax-related technical and advisory services. While Exval may provide general accounting or tax guidance based on prevailing laws and practices, such guidance is strictly non-binding and for informational purposes only. Exval does not act as the Client’s legal, tax, or financial agent, fiduciary, trustee, or representative, nor does it assume responsibility for the Client’s strategic, legal, or financial decisions. The Client remains solely responsible for the accuracy, completeness, and sufficiency of the information and documentation provided and for all final decisions taken based on any advice, materials, or deliverables prepared by Exval.
5. Services will be delivered in accordance with the relevant International Financial Reporting Standards (IFRS) or International Financial Reporting Standard for Small and Medium-sized Entities (IFRS for SMEs) (as applicable) and applicable laws of the United Arab Emirates. Bookkeeping and accounting will be performed in line with IFRS or IFRS for SMEs (as applicable).
6. The Client shall cooperate fully with Exval and provide accurate and complete information and documentation in a timely manner, as well as any further explanations requested by Exval. Exval will rely exclusively on the information and documentation submitted by the Client and shall not be liable for errors, omissions, or delays arising from such information. Exval does not assess the legality, economic substance, or tax risk of underlying transactions unless separately agreed in writing.
7. The Client must provide all necessary documents and information for each month no later than three (3) calendar days after month-end, unless Exval explicitly requests earlier submission. The Client is responsible for ensuring that all materials necessary for the Services are submitted in good time.
8. Exval will prepare bookkeeping and accounting records within a reasonable time following receipt of all required documentation. Under normal circumstances, monthly bookkeeping and VAT input files will be ready within five (5) business days of receiving complete records. Where urgent delivery is required and agreed upon by both Parties, Exval may deliver Services on a priority basis for an additional fee.
9. Exval shall perform bookkeeping and accounting in accordance with IFRS or IFRS for SMEs (as applicable) and applicable UAE regulations, based exclusively on the documentation and instructions received from the Client. Exval shall not be required to independently verify the authenticity, accuracy, or legality of the Client’s information or underlying transactions. Any tax or accounting calculations prepared by Exval are provided in good faith based on the information supplied by the Client and current interpretations of applicable regulations. Exval shall not be liable for changes in laws, regulations, or official guidance after the date of service delivery, nor for any consequences arising from incomplete, incorrect, or delayed information provided by the Client.
10. Exval retains full independence in delivering the Services and may determine the methods and tools used. The Client may not direct or impose specific instructions unless otherwise agreed in writing.
11. The Client remains fully responsible for the sound management of its business, including financial planning, execution of contracts and transactions, filing of tax returns and statutory declarations, and fulfilment of all regulatory and tax obligations, and ensuring that all transactions conducted are solely related to its business activities.
12. Services shall be delivered electronically. Unless otherwise agreed in writing, Exval retains full discretion in selecting accounting and other software solutions for delivery of the Services.
13. The Client agrees to the electronic exchange of information and documents (including via online platforms and email). If encrypted communication is required, the Client must inform Exval before entering into the Agreement.
14. Exval does not guarantee the preservation or archiving of Client documents and other information unless expressly agreed between the Parties.
Term and Termination
1. This Agreement shall enter into force upon signature of the Client Engagement Letter by both Parties and shall remain valid for as long as Exval continues to provide the Services outlined in the Client Engagement Letter.
2. Where no fixed term is specified, either Party may terminate the Agreement by giving thirty (30) days’ written notice.
3. Exval reserves the right to suspend or terminate the provision of Services and/or terminate the Agreement with immediate effect and without further notice if:
  1. The Client delays any payment due to Exval;
  2. The Client fails to fulfil any of its obligations under this Agreement or breaches any material provision;
  3. The Client fails to provide the information or documentation required for the performance of the Services;
  4. The Client behaves in a disrespectful manner towards Exval, its staff, or affiliates, or otherwise damages Exval’s reputation;
  5. The Client fails to provide any information or documents necessary for compliance with anti-money laundering (AML), counter-terrorist financing (CTF), sanctions or other regulatory obligations, or if Exval suspects that the Client, its beneficial owners, managers, or affiliates may be subject to any type of sanctions in any country, involved in money laundering or terrorist financing, or associated with any unlawful activities;
  6. The Client, its beneficial owners, managers, or affiliates originate from a high-risk jurisdiction, or engage in activities that do not comply with Exval’s acceptable use and risk policies, as determined solely by Exval from time to time;
  7. Any other material circumstance arises that renders the continuation of Services by Exval impractical or inappropriate in its reasonable opinion.
4. Exval shall be entitled to retain all fees paid by the Client prior to suspension termination and to recover any outstanding fees, penalties, or compensation due. Exval may suspend performance of any remaining obligations until all such amounts have been paid in full.
5. Exval shall not be liable for any consequences of suspension or termination, including, but not limited to, financial losses, business disruption, or regulatory consequences.
Fees and Payment Terms
1. Fees for the Services shall be agreed upon in the relevant Client Engagement Letters. Unless expressly agreed otherwise in writing, all fees are exclusive of any taxes, duties, administrative charges, penalties, or other unforeseen costs, which shall be borne solely by the Client.
2. Exval may issue pro forma invoices or provide payment instructions directly within the Client Engagement Letter. All fees and associated costs must be paid in advance. The Client shall settle all requested amounts within seven (7) calendar days of receiving the Client Engagement Letter and/or pro forma invoice. A formal tax invoice will be issued only upon receipt of full payment.
3. If Exval is not subject to Value Added Tax (VAT) in the UAE at the time of invoicing, VAT will not be added to the Client Engagement Letters, quotations, or tax invoices. Once Exval becomes VAT-registered in the UAE, applicable VAT charges will be added to all fees and shall be payable by the Client.
4. The Client must notify Exval of any concerns regarding the Client Engagement Letter, pro forma invoice, or tax invoice within seven (7) calendar days of issuance. If no objection is raised within this period, the fee and Services shall be deemed accepted by the Client.
5. Exval reserves the right to adjust the fee stated in the Client Engagement Letter if there is any material change in the underlying circumstances, or if the Services are delivered outside normal working hours due to the Client’s failure to provide the required documents or information in a timely manner.
6. Any service not specified in the Client Engagement Letter shall be charged at a rate of AED 500 per hour (plus VAT, where applicable).
7. Exval may revise its fee structure at its sole discretion by providing the Client with not less than thirty (30) calendar days’ prior written notice. Any such changes shall not apply to Services that, by mutual agreement, have already been prepaid. If the Client does not agree to the revised fees, the Client may terminate the Agreement in accordance with the termination provisions contained herein. The revised fees shall take effect and become binding on the Parties unless the Agreement is terminated by the Client in accordance with such provisions.
8. In the event of late payment, Exval shall be entitled to charge a penalty fee on the overdue amount at a rate of 0.5% per day. The Client shall also reimburse Exval for any additional costs incurred in recovering overdue payments.
Confidentiality and Data Protection
1. The Parties shall maintain strict confidentiality, both during and after the term of this Agreement, in relation to all business or trade secrets, information exchanged in connection with the Services, internal communications, the terms of this Agreement, and any other information that a Party may reasonably consider to be confidential.
2. Disclosure of such information shall not constitute a breach of this clause where:
  1. It is authorised by the Client or necessary for the provision of the Services;
  2. It is required by applicable law or a competent authority, including for the purposes of anti-money laundering, counter-terrorist financing, or sanctions compliance;
  3. The information is already in the public domain or subsequently becomes public through no fault of the receiving Party; or
  4. It is disclosed to Exval’s legal, financial, or professional advisers, auditors, banks, subcontractors, or other third parties involved in delivering the Services, provided such recipients are bound by appropriate confidentiality obligations.
3. Exval may retain copies of confidential information as necessary for regulatory, audit, legal, or compliance purposes, and to protect its legitimate interests.
4. Exval shall process personal data strictly for the purpose of providing the Services and in accordance with this Agreement and applicable data protection laws.
5. Personal data of the Client and associated individuals will only be processed as necessary for the following purposes:
  1. Provision of the Services;
  2. Compliance with regulatory obligations, including anti-money laundering, counter-terrorist financing, and sanctions requirements;
  3. Management of the client relationship; and
  4. Marketing of Exval’s services.
6. By providing personal data, the Client appoints Exval as the data processor, with the Client acting as the data controller. The Client consents to the processing of personal data within the UAE, the European Union, and any other jurisdiction as may be necessary for the proper delivery of the Services.
7. The Client is responsible for ensuring that all personal data shared with Exval is collected and transferred lawfully, including obtaining any necessary consents from data subjects. Exval shall not be required to verify such consents and accepts no liability for breaches arising from the Client’s failure to comply with applicable data protection laws.
8. The Client agrees to indemnify and hold harmless Exval against any claims, liabilities, or losses arising from failure to comply with data protection obligations under this Agreement or applicable law.
9. Exval’s privacy statement is available on its official website. The Client confirms having reviewed and accepted the statement. In the event of any conflict between this Agreement and the privacy statement, the latter shall prevail unless otherwise required by law.
10. If the Client requires a separate data processing agreement, they must notify Exval prior to execution of this Agreement. The Parties shall cooperate promptly to finalise such agreement where required.
Ownership of Work and Intellectual Property
1. All intellectual property created during, or as a result of, the provision of the Services — where expressed in tangible or perceivable form — shall remain the property of Exval, unless otherwise agreed in writing by the Parties. The Client shall be granted a right to use the final deliverables resulting from the Services only upon full payment of the applicable fees.
2. Any information, documentation, or materials provided by Exval to the Client in connection with the Services or contractual relationship are intended solely for the Client’s internal use, unless expressly agreed otherwise by the Parties.
Limitation of Liability and Indemnity
1. The Client shall indemnify, defend (at its own expense), and hold harmless Exval, its affiliates, officers, employees, agents, and subcontractors from and against any and all claims, losses, damages, liabilities, fines, penalties, costs (including full legal fees), and expenses arising out of or in connection with:
  1. Any material breach of this Agreement by the Client;
  2. The provision of false, misleading, incomplete, or fraudulent information or documentation by the Client;
  3. Any regulatory or criminal investigations relating to the Client’s business activities, ownership structure, or operations.
2. Exval shall not be liable to the Client or any third party for any indirect, incidental, consequential, punitive, or special losses or damages, including but not limited to loss of profits, business interruption, lost opportunities, reputational damage, or regulatory penalties arising from or connected to the Services.
3. Exval’s liability shall be strictly limited to direct losses caused solely by its proven gross negligence or wilful misconduct. Exval shall not be liable for government penalties, late fees, or tax underpayments resulting from reliance on client-provided data. In all cases, Exval’s total aggregate liability shall not exceed the lesser of: (a) the total amount of fees actually paid by the Client for the Services giving rise to the claim; or (b) AED 10,000 (ten thousand dirhams). This limitation shall apply per claim and in aggregate, and no multipliers, consequential or exemplary damages shall be permitted.
4. Exval shall not be held liable for any failure or delay in performing its obligations under this Agreement where such failure or delay is due to circumstances beyond its reasonable control (force majeure). If such an event persists for more than ninety (90) calendar days, either Party may terminate the affected part of the Agreement without liability.
5. Limitations and indemnities outlined in this section shall apply regardless of the nature of the claim, whether in contract, tort, equity, or otherwise, and shall survive the termination or expiry of this Agreement.
Subcontracting and Outsourcing
1. Exval reserves the right, at its sole discretion, to subcontract, delegate, or outsource any aspect of the Services to third parties, without notice or prior approval from the Client. Notwithstanding such arrangements, Exval shall remain fully responsible for the performance of its obligations under this Agreement.
2. Exval may assign or transfer this Agreement, in whole or in part, to any third party, provided written notice is given to the Client.
3. The Client may not assign, transfer, subcontract, or otherwise dispose of any of its rights or obligations under this Agreement without the prior written consent of Exval, which may be withheld at Exval’s absolute discretion.
Audit Assistance
1. Unless expressly included in the Client Engagement Letter, assistance provided by Exval during external audits, tax inspections, or regulatory reviews is not included within standard service packages. Should such support be required, a separate Client Engagement Letter must be executed, or fees shall be charged on an hourly basis in accordance with Exval’s prevailing rates.
Miscellaneous
1. This Agreement, together with the Client Engagement Letter and any annexes or attachments, constitutes the entire understanding between the Parties and supersedes all prior agreements, representations, or understandings, whether oral or written.
2. If any provision of this Agreement is deemed invalid or unenforceable, the remainder shall continue in full force and effect.
3. All formal communications relating to the execution, enforcement, or amendment of this Agreement shall be in writing and transmitted via email, unless otherwise agreed in writing by the Parties. Communications to Exval shall be directed to: support@exval.ae. Communications to the Client shall be sent to the email address provided during onboarding in the KYC Questionnaire Form. Written notices under this Agreement must be sent to the Parties via email.
4. Exval may amend this Agreement at its sole discretion by providing the Client with not less than thirty (30) calendar days’ prior written notice. If the Client does not agree to the amendment, the Client may terminate the Agreement in accordance with the termination provisions contained herein. Continuing to use services after the notice period constitutes acceptance of the amendment. Other amendments, variations, or additions to this Agreement must be made in writing and executed in the same format as this Agreement, signed by both Parties.
5. This Agreement shall be governed by and construed in accordance with the laws of the United Arab Emirates. The Parties shall seek to resolve any dispute amicably through negotiation. Failing such resolution, the dispute shall be submitted to the competent courts of Dubai, United Arab Emirates, which shall have exclusive jurisdiction.
Referral Programme
1. Exval may offer Clients the opportunity to participate in a referral programme (hereinafter referred to as the “Referral Programme”). Participation in the Referral Programme is voluntary and subject to the terms set out in this section.
2. Each Client participating in the Referral Programme shall be issued a unique referral code (hereinafter referred to as the “Referral Code”), which may be shared with third parties, including business contacts and acquaintances, who may benefit from Exval’s services.
3. If a new client (hereinafter referred to as the “Referred Client”) subscribes to Exval’s services using a valid Referral Code:
  1. The Referred Client shall be entitled to a five percent (5%) discount on the total fees for the Services;
  2. The referring Client (hereinafter referred to as the “Referring Client”) shall be entitled to a referral bonus equivalent to five percent (5%) of the net fees actually paid to Exval by the Referred Client.
4. The referral bonus shall accrue only under the following conditions:
  1. Both the Referring Client and the Referred Client maintain active client status with Exval;
  2. The Referred Client has paid in full for the Services received from Exval;
  3. No refund, dispute, or chargeback has been initiated by the Referred Client;
  4. Neither the Referring Client nor the Referred Client has any outstanding obligations or debts towards Exval;
  5. The Referral Code was used by the Referred Client at the time of initial onboarding.
5. Referral bonuses may be applied as credit towards future Services purchased from Exval or withdrawn in cash to a verified bank account of the Referring Client on a bi-annual basis. The minimum threshold for cash withdrawal and other operational procedures shall be determined by Exval at its sole discretion.
6. By using the Referral Code, the Referred Client expressly agrees that Exval may disclose to the Referring Client that the Referred Client has subscribed to Exval’s services, as well as the amount of fees paid by the Referred Client, to the extent necessary for calculating the referral bonus. The specific nature of the Services provided to the Referred Client shall remain confidential and shall not be disclosed to the Referring Client.
7. Referral bonuses are personal to the Referring Client and may not be assigned, sold, pledged, or transferred to any third party without Exval’s express written consent. Referral bonuses shall not accrue retroactively.
8. Exval reserves the right to amend, suspend, or terminate the Referral Programme at any time by providing at least thirty (30) calendar days’ prior written notice, in accordance with Section 10.4. Continued participation in the Referral Programme after the expiry of the notice period shall constitute acceptance of any amendments.
9. Participation in the Referral Programme does not create or imply any agency, partnership, employment, or joint venture relationship between Exval and the Referring Client.
Website Use and Acceptable Conduct
1. This section applies to all individuals accessing or using the Exval website, including Clients and other visitors. By accessing or using the website, visitors agree to comply with the following terms.
2. The website and its content are provided solely for general information about Exval and its services. Pages from the website may be viewed, downloaded, and printed for personal or internal purposes only.
3. All intellectual property on the website, including but not limited to text, graphics, logos, icons, images, software, and design, is owned by or licensed to Exval and is protected under applicable copyright, trademark, and intellectual property laws. The copying, reproduction, republication, transmission, distribution, sale, sublicensing, or exploitation of any part of the website or its content for commercial purposes is strictly prohibited without the prior written consent of Exval.
4. The website must not be used in any manner that could damage, disable, overburden, or impair its functionality, nor in any way that interferes with the use of the website by others.
5. Nothing on the website shall be construed as granting any licence or right to use any trademark, logo, or other intellectual property without the express written permission of Exval.
6. The website may include links to third-party websites or integrations provided solely for convenience. Exval does not endorse, control, or accept responsibility for the content, accuracy, or functionality of any third-party website or service. Access to third-party sites linked from the website is undertaken entirely at the visitor’s own risk and is subject to the terms and conditions of those external sites.
7. While Exval endeavours to maintain accurate and up-to-date content on the website, all information is provided “as is” without any warranty of any kind, express or implied. No representation or guarantee is given regarding the availability, functionality, or security of the website, nor that its content is complete, accurate, or suitable for any particular purpose. To the fullest extent permitted by law, Exval shall not be liable for any losses or damages arising from access to, use of, or reliance upon the website or any linked third-party resources.
8. Exval reserves the right to update, modify, suspend, or discontinue any part of the website at any time without prior notice. This section of the Agreement may be amended by Exval at its sole discretion without notice.