1. The Services 

This agreement is between The Client and Aspire Consultance ME for Book keeping and Taxation  Co. L.L.C (further mentioned as, ‘us’, ‘we’, ‘The Consultant’). The Client wishes to engage us to perform services exclusively as mentioned in the Scope of Work and only for the Companies mentioned in this engagement letter.  Each scope of work is outlined within this contract and is accompanied by clearly defined limitations.  

Unless mentioned otherwise, the scope of our services is strictly limited to consultancy. It is Established that The Consultant shall be bound with all professional duties set under the relevant laws and regulations in relation to the services rendered and shall exercise utmost due care in delivering the services required.  

During the term of the Agreement, The Consultant agrees to:  

• Provide the services of such one or more persons as The Consultant , in its absolute discretion, shall determine as being reasonably required in order to perform the Services agreed through this engagement letter, PROVIDED THAT any such person or persons shall perform the Services in a good and workmanlike manner and with the skill and care to be expected of a professional consultant having experience of carrying out the services of a similar type and nature.  

• Act in good faith and not do any act matter or thing that may prejudicially affect the interests of the Client; and  

• Comply with the lawful, proper, and reasonable directions of the Client; and  

• Provide the Client with all correspondence, information, and data relating to the provision of the Services as shall reasonably be requested by the Client; and  
• Provide such other service or services as may be agreed from time to time by the Parties.  

The Consultant shall procure that the person or persons providing the Services shall (unless prevented by illness or other cause beyond the reasonable control of The Consultant), be available to perform the Services on such days and times as shall be agreed between the Parties from time to time.  

2. Confidentiality

Communication between us is confidential and we shall take all reasonable steps to keep confidential your information except where we are required to disclose it by law, by regulatory bodies, by our insurers, by our related parties, or as part of an external peer review. Unless we are authorized by you to disclose information on your behalf this undertaking will apply during and after this engagement. We reserve the right, for the purpose of promotional activity, training, or for other business purposes, to mention that you are a client. As stated above we will not disclose any confidential information.  

3. Fees and Payment Terms 

Our fees and payment terms are mentioned in our engagement letter and will be invoiced as per the mentioned terms. Our invoices are due for payment within 5 working days of issue. Our fees are exclusive of VAT, which will be added where it is chargeable.  

Any additional expenses incurred while providing our services, including but not limited to travel expenses for meetings exceeding the agreed monthly limit, accommodation, meals, transportation, document courier fees, government fees, and taxes, will be invoiced separately on a monthly basis. These disbursements will be included in our invoices where applicable, and the total amount of such expenses shall not exceed AED 10,000 per month unless otherwise agreed in writing.

Our fees are based on the initial questionnaires and discussions. While we are ready to support the company’s growth, we reserve the right to increase the fees proportionally, if the volume of the work increases with more than 10% during the year (i.e. the number of transactions the company is carrying that have to be reviewed, etc.)  

4. Bounced Check Clause 

If a check provided by the Client is returned due to insufficient funds, a stop payment, or any other reason that results in the check being dishonored, the Client agrees to pay an administrative fee of AED 500.00 for each instance. This fee is in addition to any other amounts due and is payable immediately upon notification of the bounced check. The Client further acknowledges that failure to settle this administrative fee may result in the suspension of services until full payment is received.

5. Intellectual property rights 

We will retain all copyright in any document prepared by us during the course of carrying out the engagement unless where the law specifically provides otherwise. 

6. Interpretation 

If any provision of our engagement letter or terms of business is held to be void, then that provision will be deemed not to form part of this contract. In the event of any conflict between these terms of business and the engagement letter, addendums or appendices, the relevant provision in the engagement letter or schedules will take precedence. 

7. Internal disputes within a client 

If we become aware of a dispute between the parties who own or are in some way involved in the ownership and management of the business, it should be noted that our client is the business, and we would not provide information or services to one party without the express knowledge and permission of all parties. Unless otherwise agreed by all parties we will continue to supply information to the registered office/normal place of business for the attention of the directors/proprietors. If conflicting advice, information, or instructions are received from different directors/principals in the business we will refer the matter back to the board of directors/the partnership and take no further action until the board/partnership has agreed the action to be taken.

8. Limitation of third-party rights  

The advice and information we provide to you as part of our service is for your sole use and not for any third party to whom you may communicate it unless we have expressly agreed in the engagement letter that a specified third party may rely on our work. We accept no responsibility to third parties, including any group company to whom the engagement letter is not addressed, for any advice, information or material produced as part of our work for you which you make available to them.  

9. Period of engagement and termination  

Unless otherwise agreed in our engagement letter, our work will begin when we receive explicit acceptance of this letter and the first payment as per the mentioned payment terms. Unless specifically stated in the engagement letter, we will not be responsible for periods before that date.  

Each of us may terminate our agreement by giving not less than 30 calendar days’ notice in writing to the other party except where you fail to cooperate with us or we have reason to believe that you have provided us or the Federal Tax Authority with misleading information, in which case we may terminate this agreement immediately. Termination will be without prejudice to any rights that may have accrued to either of us prior to termination, including financial rights, and the client shall compensate The Consultant under the terms of this contract for the Services performed and expenses incurred until the effective date of termination.  

For service type categorized as ‘Yearly’ the duration of the contract is 12 calendar months from the starting date of our work / handover to tax Manager. For these services, upon the expiration of the original term of Agreement, Client Agreement/Engagement Letter will be automatically renewed for a period equal to the original Agreement duration unless, at least sixty (60) days prior to the renewal date, either party gives the other party written notice of its intent not to continue the agreement relationship. During any renewal term of Agreement, we reserve the right to revise any price/fee provided due to volume increase, and the increment shall be proportional with the work volume increase. Should the cancellation come into effect before the termination date, Client will be referred to a penalty equal to sixty (60) days.

In the event of termination of our contract, we will endeavor to agree with you the arrangements for the completion of work in progress at that time, unless we are required for legal or regulatory reasons to cease work immediately. In that event, we shall not be required to carry out further work and shall not be responsible or liable for any consequences arising from termination. 

10. Reliance on advice 

We will endeavor to record all advice on important matters in writing. Advice given orally is not intended to be relied upon unless confirmed in writing. Therefore, if we provide oral advice (for example during the course of a meeting or a telephone conversation) and you wish to be able to rely on that advice, you must ask for the advice to be confirmed by us in writing.

11. Changes in the law 

We will not accept responsibility if you act on advice given by us on an earlier occasion without first confirming with us that the advice is still valid in the light of any change in the law or your circumstances. We will accept no liability for losses arising from changes in the law or the interpretation thereof that are first published on or after the date on which the advice is given. 

12. Your responsibility for the provision of information 

You have undertaken to make available to us, as and when required, all the financial records and related financial information, including minutes of management meetings, which we need to do our work. You will provide us with all information and explanations relevant to the purpose and compilation of the financial records, and you will disclose to us all relevant information in full.  

You are responsible for ensuring that, to the best of your knowledge and belief, financial information, whether used by the business or for the accounting records, is accurate and complete. You are also responsible for ensuring that the activities of the business are conducted honestly and in accordance with the laws, and for safeguarding the assets of the business and for taking reasonable steps to prevent and detect fraud and other irregularities. You are responsible for ensuring that the business complies with the laws and regulations that apply to its activities, and for preventing non-compliance and for detecting any that occurs. It is your responsibility to ensure the documents we are reviewing are not falsified or altered in any way that is not in accordance with the law.   

The Client agrees to provide all necessary documentation required for the submission of tax returns and other agreed services within the specified timelines.

• For bookkeeping services, information must be submitted by the 5^th of each month.
• For VAT returns, the required information must be provided no later than the 15^th of the same month in which the return is due.
• Corporate tax-related documents must be submitted at least two months before the tax return filing deadline or before the end of the financial year, whichever is earlier.
• For excise tax submissions, the necessary documentation must be provided by the 5^th of each month.

For other services, the Client must provide the requested documents within 15 days from the date of the Consultant’s request. Timely provision of documentation is essential for the effective and efficient execution of services. Any delays in submitting the required documents may result in service disruptions, fines, penalties, or other consequences, for which the Consultant will not be held liable.

In cases where the Client fails to meet the agreed submission deadlines, the Consultant reserves the right to terminate the contract. Upon termination, any advance payments made by the Client will be forfeited. An exit meeting will be conducted before the termination of the contract to address any outstanding issues and ensure a professional conclusion to the engagement.

13. KYC Documentation 

The client acknowledges and agrees that, as per the services availed, it is their responsibility to provide all necessary documents and forms related to Know Your Customer (KYC) compliance as required by applicable laws and regulations. The submission of KYC documents and forms is mandatory for the commencement of any services provided by us, and failure to do so may result in a delay or refusal to initiate the requested services. The client hereby undertakes to fill out and share all requisite KYC forms and documents accurately and promptly upon request by us, ensuring that all provided information is current, accurate, and compliant with applicable laws and regulations. We shall not commence any work or provide any services until all necessary KYC documents and forms have been received and verified. The client agrees to indemnify and hold harmless The Consultant against any losses, damages, or liabilities arising from their failure to provide or inaccuracies in the provided KYC documentation. The Consultant reserves the right to verify the authenticity and validity of the submitted KYC documents and may request additional information or documentation as necessary but will not be held responsible for the authenticity or validity of the information received. Additionally, The Consultant reserves the right to amend or modify this clause regarding KYC documentation submission at any time, with or without prior notice to the client, and the continued use of our services following such changes constitutes acceptance of the revised terms. 

14. Management Confirmation

The Client shall provide to The Consultant a Management Confirmation Letter as part of the contractual requirements. This letter shall affirm that all data and documentation provided by the Client are lawful and compliant with all regulations in the country. The Client acknowledges and agrees that it is their sole responsibility to ensure the accuracy and legality of the provided documentation and data. 

Furthermore, within the same Management Confirmation Letter, the Client’s management shall explicitly testify that the source of money associated with the contractual obligations is lawful and aligns with the regulations of the country. This confirmation is crucial to ensure transparency and compliance with legal standards throughout the duration of the contract. 

15. Liability & Indemnity

We shall indemnify the client in accordance with UAE laws and regulations governing professional services, for any penalties, charges, or damages directly arising from gross negligence or willful misconduct by our team members in performing the specific scope of work outlined in this contract. This indemnity shall not apply to any liabilities resulting from actions or omissions outside the scope of this contract, or due to errors or non-compliance by the client, or third parties and shall not exceed the limits of our indemnity insurance.