The following Terms and Conditions of engagement are incorporatedin and made part of the Letter dated May 05, 2025, hereto attached (the“Letter”) and shall govern the relationship of the Parties for each assignmentor service LDGERS is hired for. The terms provided hereunder shall prevailunless LDGERS specifically agrees otherwise in writing. The terms defined inthe Letter shall have the same meaning in this document.
1. Introduction
LDGERS, has set out in this document the basicterms and conditions of business (the “Terms and Conditions”) which togetherwith the Letter (together, the “Agreement”), shall apply to all servicesincluded in the Scope which we will undertake for you. If there is any conflictbetween these Terms and Conditions and our Letter, the Letter shall prevail.
Our services may include, where applicable,access to LDGERS’s proprietary digital systems, such as accounting dashboards,approval workflows, reporting platforms, and other online tools (collectivelyreferred to as the "Platform"). These systems are part of the servicedelivery infrastructure but remain the sole property of LDGERS unless expresslyagreed otherwise.
2. Term
The Agreement is effective as of the date ofthe Letter and shall remain valid until terminated by either party inaccordance with the Terms and Conditions unless either party notifies the otherparty of termination, in writing, at least 60 days in advance.
3. Fees
The Client agrees to pay all properly issuedinvoices within seven (7) days of the invoice date, unless otherwise agreed inwriting. All fees are exclusive of VAT or any applicable taxes, levies, orsurcharges, which shall be the Client’s responsibility.
If payment is not received by the due date,LDGERS reserves the right to suspend services after providing a writtenreminder and allowing a grace period of 30 days. Services will resume only uponfull settlement of outstanding amounts.
LDGERS reserves the right to review and propose adjustments to theservice fees:
· Annually, to account for inflation, cost changes, or marketconditions;
· Or in the event of a material change in the Client’s businessoperations, volume of transactions, or the scope of services delivered.
Any proposed fee adjustment shall be notifiedto the Client in writing at least 30 days in advance and will take effect uponmutual written agreement. Continued use of services beyond the notice periodshall be deemed acceptance of the revised fees, unless objected to in writingbefore the effective date.
4. LDGERS’sObligations
LDGERS shall supply the Services to theCustomer from the Services Start Date in accordance with the Agreement namely(i) perform the Services in a professional manner with skill and care inaccordance with the service descriptions (ii) does not warrant that theCustomer's use of the Services will be uninterrupted or error-free if they aredue to circumstances out of LDGERS’s control; or that the Services, anydocumentation and/or any information obtained by the Customer through theServices will meet the Customer's requirements if they are due to circumstancesout of LDGERS’s control (iii) In the event of any loss or damage to CustomerData, the Customer's sole and exclusive remedy against LDGERS shall be forLDGERS to use reasonable commercial endeavours to restore the lost or damagedCustomer Data from the latest back-up of such Customer Data maintained byLDGERS, provided that such loss or damage is not due directly or indirectly toany act or omission by LDGERS. LDGERS shall not be responsible for any loss,destruction, alteration, or disclosure of Customer Data caused by any thirdparty provided that they are not due directly or indirectly to any act oromission by LDGERS (iv) provide the Customer with LDGERS's standard customersupport services between of 09.00 am to 6.00 pm UAE time on Business Days (v)LDGERS undertakes to contact a professional insurance policy that shall coverat least an amount of AED 1,000,000 per year and shall be kept in force andeffect for the entire duration of this Agreement.
Upon termination of this Agreement, LDGERS shall provide the Clientwith a Handover Pack containing all relevant accounting reports, data exports,and documentation prepared during the engagement.
As Xero subscriptions are centrally managed byLDGERS, transfer of full account ownership shall only occur if explicitlyagreed in writing. In the absence of such agreement, the Client will receiveeither downloadable reports or read-only access to the Xero account for alimited period, as mutually agreed.
LDGERS will take reasonable steps to support the transition, whichmay include:
· Ensuring all financial data within the Xero account is complete andup to date;
· Granting temporary administrative access, where applicable, fordata retrieval;
· Cooperating with the Client and Xero support to facilitate thetransition process.
All transitional steps shall be completedwithin 30 days from the effective termination date, after which LDGERS reservesthe right to revoke system access.
5. Client’sResponsibilities
Notwithstanding our duties and responsibilities in relation to theScope, you shall retain responsibility and accountability for (i) themanagement, conduct and operation of your business and affairs. We will notperform functions of an employee or management, (ii) deciding on your use of,choosing to what extent you wish to rely on, or implementing advice orrecommendations or other Deliverables, and (iii) the delivery, achievement orrealization of any benefits directly or indirectly related to the Scope whichrequire your implementation.
Where you require us or the nature of theservices is such that it is likely to be more efficient for us to perform workat your premises or using your computer systems or telephone networks, youshall ensure that all arrangements are made for access, security procedures,facilities, licenses or consents as may be required (without any cost to us).
6. Anti-Money Laundering (AML)and Compliance Declaration
The Client acknowledges and agrees that:
a. Allfunds and assets involved in their business activities are derived from lawfulsources and are not connected to any illegal activity, including but notlimited to money laundering, terrorist financing, or sanctions evasion.
b. TheClient is not listed on any international or UAE-based sanctions list, andconsents to being screened against such lists by LDGERS as part of ongoingcompliance obligations.
c. The Client agrees to cooperate fully with LDGERS in fulfilling itslegal obligations under applicable UAE AML laws and regulations, includingFederal Decree-Law No. (20) of 2018 and Cabinet Decision No. (10) of 2019.
d. The Client agrees to provide all documentation and declarationsreasonably required for Know Your Customer (KYC), Client Due Diligence (CDD),and Enhanced Due Diligence (EDD), and further agrees to promptly inform LDGERSof any changes in its ownership structure, legal status, authorizedrepresentatives, or jurisdiction of operation.
e. LDGERS reserves the right to suspend or terminate the provision ofservices, with or without notice, if the Client fails to provide requestedcompliance documents, provides false or misleading information, or isdetermined to pose a high compliance risk.
f. The Client acknowledges that LDGERS may file Suspicious TransactionReports (STRs) with the UAE Financial Intelligence Unit (FIU) as required bylaw and is not obligated to inform the Client of such filings.
7. Disclaimers
LDGERS shall provide the services withreasonable care and in accordance with applicable standards. The Clientacknowledges that all financial decisions are made at their sole discretion andthat LDGERS shall not be liable for business outcomes resulting from relianceon accounting reports or tools provided.
8. Confidentiality
“Confidential Information” means all documents, software, reports,data, records, forms and other materials obtained by one party (the “Receiving Party”) from the other party (the“Disclosing Party”) in the course of performing the services under the Letter:(i) that have been marked as confidential; (ii) whose confidential nature hasbeen made known by the Disclosing Party to the Receiving Party; or (iii) thatdue to their character and nature, a reasonable person under like circumstanceswould treat as confidential. Notwithstanding the foregoing, ConfidentialInformation does not include information which: (i) is already known to theReceiving Party at the time of disclosure by the Disclosing Party; (ii) is orbecomes publicly known through no wrongful act of the Receiving Party; (iii) isindependently developed by the Receiving Party without benefit of theDisclosing Party’s Confidential Information or (iv) is received by theReceiving Party from a third party without restriction and without a breach ofan obligation of confidentiality.
All data and personal information collected, accessed, or processedby LDGERS during the provision of services shall also be subject to LDGERS’sPrivacy Policy, available at www.ldgers.com/privacy. The Client confirms thatthey have reviewed and accepted the terms of the Privacy Policy as part of thisAgreement.
The Receiving Party will deliver to the Disclosing Party allConfidential Information of the Disclosing Party and all copies thereof whenthe Disclosing Party requests the same, except for one copy thereof that theReceiving Party may retain for its records. The Receiving Party shall not useor disclose to any person, firm or entity any Confidential Information of theDisclosing Party without the Disclosing Party’s express, prior writtenpermission; provided, however, that notwithstanding the foregoing, theReceiving Party may disclose Confidential Information to the extent that it isrequired to be disclosed pursuant to a statutory or regulatory provision orcourt order or to fulfil professional obligations and standards.
Each party shall be deemed to have met its nondisclosureobligations under this paragraph as long as it exercises the same level of careto protect the other’s information as it exercises to protect its ownconfidential information but in no event less than reasonable care, except tothe extent that applicable law or professional standards impose a higherrequirement.
If the Receiving Party receives a subpoena or other validly issuedadministrative or judicial demand requiring it to disclose the DisclosingParty’s Confidential Information, the Receiving Party shall provide promptwritten notice to the Disclosing Party of such demand in order to permit it toseek a protective order. So long as the Receiving Party gives notice asprovided herein, the Receiving Party shall be entitled to comply with suchdemand to the extent permitted by law, subject to any protective order or thelike that may have been entered in the matter.
We may share Confidential Information with ourmembers, agents, consultants, freelancers and employees in the course of andfor the purpose of delivering the agreed services, and/or any additionalservices that may be of your interest. Your data (including ConfidentialInformation) may be transferred across national borders and processed or storedin remote locations. We will take reasonable steps to preserve theconfidentiality of such data. For the purposes of delivering services to youand/or other clients, we shall be entitled to use, develop and share with eachother knowledge, experience and skills of general application gained throughperforming the services.
9. Useof names, logos and trademarks
For purposes of the services described in theLetter only, you hereby grant us a limited, revocable, non-exclusive,non-transferable, paid-up and royalty-free license, without right ofsublicense, to use all your names, logos, trademarks and service marks solelyfor your presentations or reports or for instructions or reports sent to us, ifany.
10. Reporting Restrictions
All deliverables and reports prepared by LDGERSunder this Agreement are intended for the Client’s internal use and authorizedstakeholders. The Client may share these reports with external parties such asauditors, investors, regulators, or tax authorities, provided the deliverablesare shared in their original form and not altered or misrepresented in any way.
The Client agrees not to publicly quote,publish, or attribute LDGERS's name, logo, or branding in any externalcommunication, marketing, or promotional materials without prior writtenconsent.
LDGERS shall not be held liable to any thirdparty who gains access to the deliverables, whether authorized or not, and theClient agrees to indemnify LDGERS from any third-party claims arising frommisuse or unauthorized sharing of deliverables.
11. Intellectual Property
We shall retain full ownership of the Deliverables including butnot limited to the copyright and all other intellectual property rights arisingtherefrom or connected thereto. You acquire ownership of tangible deliverables(e.g., reports, reconciliations) upon full payment of our fees. This does notinclude any ownership rights over the systems, dashboards, databases,workflows, or platforms used to generate such deliverables, which remain fullyowned by LDGERS.
12. Availability of Information & Documents
To enable us to perform our services under thisLetter, you agree to ensure that any information which we may require is madeavailable to us in the form we specify, as and when we may reasonably require.You shall also inform us of any information or developments which may come toyour notice and which might affect our services and we shall not be heldresponsible or liable if information material to our task is withheld orconcealed from us. We may rely on any instructions or requests made or notices givenor information supplied, whether orally or in writing, by any person whom weknow to be or reasonably believe to be authorized by you to communicate with usfor such purposes.
13. Archive
We are not obligated to keep files/recordsrelated to a matter after that matter is finished unless required to do so byoperation of law. We may destroy any file materials (hard copy or electronicform) after termination of the matter involved.
14. Post-Termination Data Access
Upon termination of services, LDGERS willprovide the Client with relevant financial reports and documentation generatedduring the engagement, in soft format. These will be accessible for a period of30 days post-termination. Access to internal systems, apps, dashboards orreal-time reporting will be revoked unless separately agreed.
15. Cooperation
You agree to cooperate with us in the performance of our servicesunder the Letter and shall provide us with timely access to and use of yourpersonnel, facilities, equipment, data and information to the extent necessaryfor us to perform our services under the Letter. The Letter may set forth additionalobligations on you in connection with the engagement. You acknowledge yourfailure to perform these obligations could adversely affect our ability toprovide our services under the Letter.
You acknowledge and agree that we may, inperforming our services under the Letter, use data, material, and otherinformation furnished by you without any independent investigation orverification and that we shall be entitled to rely upon the accuracy andcompleteness of such information in performing our services under the Letter.
16. Non-solicitation
You agree that, during the provision of theservices, and for a period of three (3) years thereafter, you will not solicit,induce, or hire any of our partners, directors, officers, agents and employees.
17. Electronic mail
We may communicate with you by electronic mail, on the basis thatin consenting to this method of communication, you accept the inherent risks(including the security risks of interception of or unauthorized access to suchcommunications, the risks of corruption of such communications and the risks ofviruses or other harmful devices) and that you shall perform virus checks.
We may send documents or other information or Deliverables usingexternal electronic communication (“EC”) via the internet such as, withoutlimitation to, electronic mail, online data-rooms, cloud-based file managementsystems, physical and cloud based CRM software and the like. You understandthat EC is not an absolutely secure method of communication. You acknowledgeand accept the risk and authorize us to use EC means to communicate with you orothers necessary to effectively represent you. If there are certain documentswith respect to which you wish to maintain absolute confidentiality, you mustadvise us in writing not to send them via EC and we will comply with yourrequest.
This Letter shall serve as your authorizationfor the use of e-mail and other electronic methods to transmit and receiveinformation, including confidential information, between us and you and betweenus and outside specialists or other entities engaged by either you or us.
18. Variations in Writing
Any variation of the terms of the Letter shallbe made in writing and will not be effective unless signed by our authorizedsignatory and by your authorized representative.
19. Third party Rights
The engagement shall not create or give riseto, nor shall it be intended to create or give rise to any third-party rights.No third party shall have any right to enforce or rely on any provision of theLetter, which does or may confer any right or benefit on any third party,directly or indirectly, expressly or impliedly. The application of anylegislation giving to or conferring on third parties contractual or otherrights in connection with the Letter shall be excluded. No one of our personsshall be deemed to be a third party for the purposes of this paragraph.
20. Independent Contractor
It is understood and agreed that each of the parties hereto is anindependent contractor and that neither party is, nor shall be considered tobe, an agent or representative of the other. Neither party shall act orrepresent itself, directly or by implication, as an agent of the other or inany manner assume or create any obligation on behalf of, or in the name of theother.
Nothing in this Letter shall be construed ascreating an agency, partnership, or joint venture relationship between you andus. In addition we will not commit you to the terms of any transaction orconsummate a transaction on your behalf.
21. Force Majeure
We will not be considered in default as to anyobligation under the engagement or these Terms and Conditions in case of aForce Majeure. For the purpose of these Terms and Conditions, “Force Majeure”shall mean an unforeseeable event beyond our control not involving our fault ornegligence, include without limitation to, wars or revolutions or otherviolence, civil commotion, acts of God, natural disasters, fires, floods,strike or labor disputes, epidemics, quarantine restrictions and lockdowns, anylaw, order or requirement of any governmental authority. We will provide allreasonable efforts to remedy its inability to perform and to resume fullperformance of its obligations as soon as practicable.
22. Assignment
Neither party may assign or transfer any of itsrights or obligations under this Agreement without the prior written consent ofthe other party, except that LDGERS may assign this Agreement, without consent,to an affiliate or a successor entity in connection with a corporaterestructuring, merger, or sale of business. The Client shall not assign orsubcontract any part of the Services without express prior written approval.
23. Limitation on Liability and Damages
For each item of the Scope separately, you agree that we, ourpartners, directors and employees shall not be liable to you for any actions,damages, claims, liabilities, costs expenses, or losses in any way arising outof or relating to our services performed hereunder for an aggregate amount inexcess of the Fees paid by you for such relevant item of the Scope. In no eventshall we, our partners, directors or employees be liable for consequential,special, indirect, incidental, punitive or exemplary damages, costs, expenses,or losses (including, without limitation, lost profits and opportunity costs).In furtherance and not in limitation of the foregoing, we will not be liable inrespect of any decisions made by you as a result of the performance by us ofthe services hereunder. The provisions of this paragraph shall apply regardlessof the form of action, damage, claim, liability, cost, expense, or loss,whether in contract, statute, tort (including, without limitation, negligence),or otherwise.
We expressly disclaim any liability to any third party for anyloss, whether economic or otherwise, directly or indirectly, suffered due tothe implementation of our recommendations. We would also be entitled to fullreimbursement by you for all loss and liability suffered by us, whetherdirectly or indirectly, in defending any suit or claim brought against us byany party, related to and in relation to work carried out by us under the termsof the Letter. We will not assume any liability arising due to anyinterpretations made out of our observations and findings resultant to theassignment.
Without prejudice to the foregoing, and exceptin case of gross negligence, fraud or misconduct by LDGERS or its consultantsor employees or agents, LDGERS's total aggregate liability in contract, tort(including negligence or breach of statutory duty), misrepresentation,restitution or otherwise, arising in connection with this Agreement shall belimited to an amount of AED 1,000,000 to be covered by the professionalinsurance policy.
24. Indemnity Provisions
You also agree to indemnify and hold usharmless from, and against, any and all costs, expenses, losses, claims,demands, actions, suits, or proceedings paid, incurred, or suffered or made orinitiated against us by any third party arising out of, or in connection with,the engagement regardless of whether the loss or damage is caused, other thanthrough fraud.
25. Survival
The provisions of clauses relating toconfidentiality, liability, data, and intellectual property shall survivetermination.
26. Notices
Any notice delivered under the Agreement shallbe in writing and delivered by EC or through courier (or pre-paid overseasequivalent) to or left at the respective addresses appearing in the Letter (orsuch other address as may be notified in writing).
27. Severability
Each clause or term of the Agreementconstitutes a separate and independent provision. In the event that anyprovisions of the Agreement are judged by any court or authority of competentjurisdiction to be void or unenforceable, then the remainder of the Agreementshall not be affected, impaired or invalidated, and will remain valid andenforceable to the fullest extent permitted by law.
28. Law and Jurisdiction
The Letter and these Terms and Conditions, and all interactionsbetween you and us shall be governed by and construed in accordance with theUAE laws, and the parties hereby submit exclusively to the jurisdiction of theUAE courts.
Before initiating legal proceedings, bothparties agree to engage in a good faith effort to resolve any dispute throughnegotiation, for a minimum period of 30 days from the date a written notice ofdispute is delivered. This step is a mandatory prerequisite to litigation.
The parties shall attempt in good faith toresolve any dispute arising out of or in connection with this Agreement throughamicable negotiations. If unresolved within 30 days, either party may refer thedispute to the competent UAE courts.
29. Entire Agreement
The Letter and the Terms and Conditions (thatform an integral part thereof) constitute the entire understanding andagreement of the Parties and supersedes all prior and contemporaneousagreements, understandings, inducements or conditions, express or implied,written or oral, between you and us. Furthermore, the express terms of theLetter and these Terms and Conditions control and supersede any course ofperformance, course of business, custom, or usage of the trade inconsistentwith any of the terms herein.
30. Version and Updates
TheseTerms and Conditions are identified as Version 1.0, effective from 15 June2025. LDGERS reserves the right to revise these terms from time to time.Updated versions will be published at www.ldgers.com/terms and may be sharedwith clients via email or portal notification. Continued use of LDGERS’sservices after changes become effective constitutes acceptance of the updatedterms.