This guide tells you what you can expect in your dealings with GRICAA and what you can do if you believe that service standards are not being met. It also sets out our Standard Terms of Business with you.
References in these Terms of Business (Terms) to we/us shall mean GRICAA Management Consultancy, an Establishment incorporated within the Dubai Department for Economic Development with trade license number 823126 (GRICAA)GRICAA delivers services through the GRICAA Ecosystem and/or one or more of its network firms, each of which is a separate legal entity. GRICAA uses the term Partner to refer to a member of the GRICAA Ecosystem or an employee or consultant of equivalent standing and qualification.
(a) Your contract is with GRICAA and not with any partner, employee, consultant of, or any person connected with GRICAA or any group companies who may deliver the services on behalf of GRICAA.
(b) Any advice given to you or other services provided to you by a Partner, employee or consultant of GRICAA or any group companies is given (or done) by that person on behalf of GRICAA and not in his or her individual capacity and no such person assumes any personal responsibility to you for the advice given or other services provided.
(c) You agree that you will not bring any claim in connection with advice or services provided to you, whether on the basis of contract, in tort (including, without limitation, negligence), breach of statutory duty or otherwise against any Partner or any employee of GRICAA or any group company but this will not limit or exclude the liability of GRICAA (subject to the terms set out in clause 6 of these Terms) for the acts or omissions of its Partners or employees.
(a) A Relationship Partner or Engagement Partner will be appointed for every GRICAA client. Your Relationship Partner or Engagement Partner is responsible for ensuring that every aspect of the service provided to you by us is of the highest possible quality and meets the standards of service and performance you are entitled to expect.
(b) With your agreement, the day to day conduct of your business will be assigned to a Delivery Partner believed to be most appropriate to handle it, subject wherever necessary, to the supervision of the Relationship Partner or Engagement Partner, taking into account factors such as the nature of that business and its value.
The name and status of any Delivery Partner with day to day conduct of your business and the name and status of the Relationship Partner and/or Supervising Partner are set out in the letter of engagement.
(c) All, or part, of the work may be delegated, or transferred entirely, if circumstances require it, to another Partner, in which case we will notify you as soon as is reasonably practicable of the name and status of that Partner and of any change to the name and status of the Relationship Partner and/or Engagement Partner.
(a) Fees for services provided to you by us will be fair and reasonable and will be set out in the letter of engagement.
(b) Unless otherwise agreed, our fees are, in accordance with our professional standards, determined by reference to a number of factors, the most significant of which is the time spent and the value delivered on the engagement.
(c) In addition to our fees, we may incur expenses (Out-of-pocket Expenses) from time to time covering (among-st other things) experts’ fees, printing costs, travel expenses, accommodation and per diems for outstation Partners, etc. Normally, we only make such Out-of-pocket Expenses after receiving the necessary funds from you but in every case, you are liable to reimburse us on demand.
(d) In the event that we stop working with you on whatever basis in accordance with the provisions of clause 5 below, unless otherwise agreed, you will be liable, as set out in this clause, for all fees and Out-of-pocket Expenses incurred up to the point that we stop working with you, despite the fact that we may not have completed what we were engaged to do. You will also be liable for such further fees or Out-of-pocket Expenses which we may unavoidably be required to incur to close out the engagement.
(a) Invoices rendered by us will clearly show the work being charged for.
(b) Unless otherwise agreed, we will submit interim invoices from time to time, at intervals agreed with you in the letter of engagement.
(c) Unless specific terms of payment have been agreed, invoices, whether interim or final, should be settled upon receipt. Interest may be charged on invoices that are not paid on time at 2.5% above 1 (one) month EIBOR, as published by the Central Bank of the United Arab Emirates from time to time, after one calendar month has elapsed from the date of the invoice until payment.
(a) You may terminate your contract with us, at any time, but such termination is not effective until we have received written confirmation from you of such termination.
(b) In the event of termination, you are responsible for any fees or Out-of-pocket Expenses incurred as set out in clause 3.
(c) We also have the right to terminate our contract with you upon reasonable notice in writing if we are unable to obtain proper instructions from you to enable us to carry out your work effectively, if you do not confirm acceptance of these Terms or any agreed variation to them in writing, if we believe that what you require us to do is unreasonable, if continuing to work with you would result or be likely to result in us being in breach of any of our professional, regulatory or legal obligations or responsibilities or if any of your invoices remain unpaid, following a reminder, for 30 (thirty) days or more following the due date for payment.
(a) Nothing in these Terms shall exclude or limit liability for or restrict or prevent action in respect of any liability arising from, (i) fraud; (ii) dishonesty, (iii) reckless disregard of professional obligations; (iv) death or personal injury caused by negligence; or (v) other liabilities which cannot lawfully be limited or excluded.
(b) Subject at all times to clause 6(a), and unless specifically agreed in writing to the contrary in relation to any particular engagement by GRICAA, with regard to any liability which we would otherwise have to you, or any third party, in respect of all loss or damage claimed, or any costs incurred, on whatever basis claimed (whether in contract or tort), we:
(i) exclude any liability of whatever nature arising as a direct or indirect consequence of our compliance in good faith with any statutory, professional or regulatory obligation; and
(ii) limit our liability, in total to our professional fees for each engagement.
(c) If we are jointly or jointly and severally liable to you with any other party, whether or not you in fact claim against another party, subject at all times to clause 6(a):
(i) we shall only be liable to pay you the proportion which is found to be fairly and reasonably due to our fault; and
(ii) we shall not be liable to pay you the proportion which is due to the fault of another party or for which another party would otherwise be liable.
(d) Subject at all times to clause 6(a), any sum due from us to you shall be reduced by the proportion for which another party would have been found liable if either:
(i) you had also brought proceedings or made a claim against them, or
(ii) where applicable, we had brought proceedings or made a claim against them.
(e) Without prejudice to any exclusion or limitation of liability contained in these Terms, and subject to clause 6(a), any statutory limitation period under any relevant jurisdiction and any legal or professional restriction on excluding or limiting liability, any claim made against us must be notified to us in writing within 6 months of when you become aware, or ought reasonably to have become aware, of the circumstances giving rise to such a claim failing which all liability will be excluded.
(f) Without prejudice to any other exclusion or limitation on liability and subject to clause 6(a), we exclude all liability for any loss or damage, whether direct or indirect, caused by any communication, whether by post, fax or email, being misdirected or intercepted by third parties where such misdirection or interception is not a result of our negligence.
(g) Any exclusion of, or limitation on, our liability contained in these Terms shall apply to work done under these Terms and any future work unless we agree different terms with you.
(h) Without prejudice to reliance on this clause 6, and subject to clause 6(a), any such exclusions of, or limits on, liability contained in these Terms are intended to benefit any Partners and employees against whom you may seek to claim, on any ground whatsoever.
(i) If any part of these Terms which seeks to limit or exclude liability is found by a court to be void or ineffective on the grounds that it is unreasonable or does not accord with any professional obligation, or otherwise, the remaining provisions shall continue to be effective.
(a) We will communicate with you by the most appropriate means. This may be by letter, telephone, fax or email. In relation to email, we would ask you to note that the internet is less secure than other communications media and is susceptible to both error as to destination and delay and emails can sometimes fall into the hands of third parties. Your attention is drawn to the terms of clause 6(f).
(b) Maintaining confidentiality of information is of paramount concern to us. Both you and we agree and irrevocably undertake that we shall both, at all times, respect the confidentiality of any information belonging or relating to the other party including (but not limited to) its business, finances, dealings, transactions or affairs which comes into its possession directly or indirectly as a consequence of our engagement, and neither of the parties shall give or disclose any such information to any third party without the prior written consent of the other party unless such information is: (a) disclosed to any professional adviser of the parties; (b) ordered or required to be disclosed by an applicable law or competent judicial, governmental or other authority; (c) information which, at the time of disclosure, was in the public domain; or (d) received from a third party that is not under an obligation of confidentiality to the other party.
(c) For administration purposes we may need to share data with our service providers and/or Partners. If this requires us to transfer data outside of the United Arab Emirates we will put a contract in place with our service provider and/or Partner to ensure that your information and relevant personal data is protected and adequate safeguards are put in place. By passing to us personal data relating to yourself or any third party in connection with any engagement, you hereby consent to the use and processing of such data in accordance with these Terms.
(d) As part of our commitment to excellence of service, we regularly provide our clients with details of seminars, in-house workshops, and bulletins which we feel may be of use to you. Should you not wish to receive this information, please inform your Relationship Partner or Engagement Partner in writing.
(e) We and our Partners may disclose the highlights and an overview of our engagements with you in our marketing materials to prospective clients and on our website.
(a) Unless expressly set out in the letter of engagement, intellectual property rights (IPR) created specifically for you under an engagement and in your brand will be owned by you.
(b) Unless expressly set out in the letter of engagement, IPR of GRICAA-branded deliverables delivered to you will be owned by GRICAA and/or our Delivery Partner. You will have a non-exclusive, non-transferable licence to use such materials in order to receive the benefit of our services.
(c) Unless expressly set out in the letter of engagement, IPR for all methodologies, tools, templates, products and solutions developed by GRICAA and our Delivery Partner for the purpose of delivering engagements will be owned by GRICAA and/or our Delivery Partner.
(d) GRICAA and our Delivery Partner will be entitled to retain a copy of all deliverables and documents created in each engagement. Unless requested by you, all files will be retained by GRICAA for a minimum of 7 years and thereafter, at our discretion, they may be destroyed, unless you have requested in writing that we retain or forward the deliverables to you.
(a) If you feel you have not received a proper service from us, you should initially contact the person having day to day conduct of the matter concerned, the Relationship Partner or the Engagement Partner.
(b) We hope that your complaint can be resolved informally and promptly by the Relationship Partner or the Engagement Partner but if not, the complaint will be referred, or you may choose to refer it, to a person of appropriate seniority. Your complaint will, at that stage, be recorded and you will be advised within 2 (two) working days of the name and status of the person who is supervising the investigation of the complaint, with an assurance that it is being investigated. Upon notification of the complaint, the person investigating your complaint will (i) discuss the complaint with the person about whom the complaint is made and their immediate supervisor, if any; (ii) review the complaint; (iii) obtain further details from you if necessary; (iv) consider all aspects of the complaint; (v) discuss the complaint with you; and (vi) try to agree a course of action to resolve the complaint with you.
You undertake that for the period of our engagement and for a period of 1 year after the completion of the engagement, you will not:
(a) solicit or entice away (or assist anyone else in doing so) any member of our professional staff or the Partner with whom you or any of your employees have had dealings in connection with any engagement during the 12 months immediately prior to your approach; or
(b) employ any such person or engage them in any way to provide services to you whether independently or as a partner or employee of any other firm or company.
(a) Unless you obtain our prior written consent, on terms to be agreed, the advice provided and the reports/deliverables produced by us are intended to be relied on only by you and by no other person.
(b) Save as provided in clause 1 and in relation to Partners and employees who may, by virtue of clause 6(h), rely on the limits and/or exclusions of liability contained in these Terms, a person who is not a party to the terms of our engagement shall have no right to enforce or rely on any of its terms. You agree not to make our work, including any advice given to you, available to third parties without our written permission, and we accept no responsibility to third parties for any aspect of our advice or reports/deliverables that are made available to them.
(c) Any advice provided by us will be based and dependent upon the instructions, information and documentation supplied by you and those people whom you have specified will instruct us on your behalf. We will not be responsible for any consequences which may arise from a delay or failure by you, or them, to give us the instructions, information and documentation which we require.
(d) Whilst we may be obliged to advise you to consider whether the expected results of our involvement will justify the costs that will be incurred and, in appropriate cases, on the risks of not achieving those results, you will remain responsible for any commercial decisions you make.
(e) Any failure by us to pursue our legal rights or any relaxation of any of them shall not be taken as a waiver or compromise of any such rights.
(f) Except where the context otherwise requires, each of these terms shall be regarded as independent of every other term so that if any such term or the application of any such term to any person or to any circumstance is found to be invalid or unenforceable, then such finding will not affect any other term or the application of such term to any other person or circumstance.
(g) These Terms shall be governed by and interpreted in accordance with English Law and any claim arising out of any engagement we deliver to you will be referred to arbitration under the Rules of the Dubai International Financial Centre (DIFC) London Court of International Arbitration (LCIA) (DIFC-LCIA Rules) before one arbitrator appointed by in compliance with the DIFC LCIA Rules. The venue of the arbitration shall be the DIFC and the language of the arbitration shall be English. Each party irrevocably waives any right it may have to object to an action being brought in those Courts, to claim that the action has been brought in an inconvenient forum, or to claim that those Courts do not have jurisdiction.