HNP Limited is licensed to carry out legal consultancy and corporate services work. On matters which concern advocacy and litigation before the UAE local courts, HNP Limited will act through one of its associate and/or affiliate advocacy firms, in which case an additional set of terms of business in respect of such advocacy firm will be signed. 

It is HNP Limited which accepts your instructions to provide the legal services as set out in our engagement letter (“Engagement Letter”) if accompanying these Terms of Business and if not, the Engagement Letter that will be agreed, in physical or electronic form, between you and us on a later date and with which you are contracting for the purposes of the provision of such legal services (the “Engagement”). References to ‘we’, ‘us’ and ‘our’ are to HNP Limited. References to ‘you’ and ‘your’ are to you as a client and a signatory to these Terms of Business.

These Terms of Business should be read together with our Engagement Letter. Together they form the contract between you and us for the purposes of the Engagement. If and to the extent that the Terms of Business conflict with the Engagement Letter, the Engagement Letter shall prevail. 

From time to time it may be necessary for us to amend or supersede these Terms of Business. In such circumstances we shall notify you of the proposed changes and, unless we hear from you within 14 days of such notification, the new Terms of Business will come into effect from the end of that period.

Before accepting any Engagement, we will determine whether we are able to advise you having regard to any legal or professional regulations relating to conflicts of interest. Similarly, we will not act for another client in relation to the subject matter of this Engagement, or a related matter, if this would constitute a conflict of interests, unless we are permitted by legal or professional regulations to do so. 

You agree that we may otherwise act for any other client, including commercial competitors and this may include acting on any particular matter in which you may have an interest, even if the interests of the other client are or may become adverse to your own, unless we conclude that it would be inappropriate for us to do so having regard to any legal or professional restrictions. 

Subject to us putting in place any arrangements which we consider necessary to protect your documents or information acquired by us and which are or may be relevant to an Engagement for another client, you agree that we may act for that other client without further confirmation from you. 

Should an actual or anticipated conflict of interest arise during the Engagement, we may be obliged to terminate the Engagement with you but reserve the right to continue to advise you subject to any legal or professional restrictions. We will not be liable to you for any losses arising from a termination of the Engagement in such circumstances. 

We are bound by a professional duty to keep your documents and information acquired during an Engagement confidential and will not disclose them to any third party without your consent. You agree that we may disclose your information where we are subject to a legal or professional obligation to do so, including to our professional indemnity insurers. You agree that we are not under any obligation to disclose to you or use for your benefit any documents or information in respect of which we owe a duty of confidentiality to any other party.

We will perform the Engagement with reasonable skill, recognized professional ethics, and care. Our services will not include advice on tax related issues arising out of the Engagement unless requested by you and agreed with you in writing.

Where the Engagement requires legal services in countries other than the one in which we accept your instructions, we shall, where possible and unless you instruct us otherwise in writing, use the services of our allied or affiliated entities in those countries as subcontractors. 

During the course of the Engagement it may be necessary for us, with your prior written approval, to instruct one or more expert service providers other than us or our affiliated entities on issues beyond our expertise or skill. 

We may outsource certain functions, with no additional cost to you, such as printing, document production, IT and certain legal processes to third party organisations locally or overseas. Where this occurs, we will take all reasonable steps to ensure that those organisations recognise their obligations of confidentiality. By accepting these Terms, you consent to such outsourcing arrangements including the transfer of any personal data to such organisations.

Our advice is prepared solely:

· for use by you; and

· for the intended purposes associated with the Engagement and any subsequent variation thereof.

Our advice should not be disclosed to any third party without our prior written agreement.

Unless instructed otherwise in writing, we will act on the basis that all of your employees, directors, and officers who give us instructions are authorised to do so and that we may act on oral instructions. Where information that is or may be relevant to the Engagement is provided to someone in the firm other than those individuals involved in the Engagement, you accept that knowledge of that information will not automatically be imputed to those individuals involved in the Engagement.

In order to carry out the Engagement effectively we require your full co-operation. You will provide us on a timely basis with any documents and information that we may need to complete the Engagement, and ensure that, to the best of your knowledge; those documents and information are complete and accurate. Unless you instruct us otherwise in writing, you agree that we may rely upon them where we consider it reasonable to do so. 

Where necessary, you will ensure that we have timely and reasonable access to your employees and you will procure that they will provide us with such assistance as we require completing the Engagement.

Where we draft, review, or advise on agreements or other documentation, beyond the professionally licensed activity of a legal consultancy, we do so as legal advisers, not as specialist advisers or experts in other technical disciplines or professions, and it remains your responsibility to ensure that appropriate expertise from other specialists is obtained where appropriate.

Unless instructed otherwise in writing, we may correspond with you and third parties by internet e-mail or other electronic means. We cannot, however, guarantee that transmissions will be delivered or received in a timely manner or at all, reliably, securely, error free, virus free, or free from interception. You accept these risks and hazards of electronic communications and agree that we will have no liability for any loss or damage caused by the use of electronic communications. We will use an industry standard firewall containing virus protection if applicable. If you have a requirement for a greater level of security in electronic communication, please discuss this with us. 

You consent to our intercepting and monitoring communications between you and individuals within the firm, in order to ensure compliance with our internal rules or with applicable legal requirements and to investigate matters brought to our attention. 

You agree to pay our fees and disbursements as set out in our bills.

Subject always to the terms and provisions of the Engagement Letter, we will charge fees for all of our time spent on the Engagement, including but not limited to, time spent attending meetings, travelling, reviewing and preparing papers, carrying out legal research, corresponding with you and with third parties, supervising and managing the team deployed on your Engagement and making and receiving telephone calls. Unless otherwise agreed, our time is recorded and charged in six minute units.

Subject to the terms and provisions of the Engagement Letter, disbursements and expenses, as agreed upon in advance by the parties are recharged to you at a rate appropriate to cover their cost and administration and in addition to our fees, except where separate agreement has been reached. These include but are not limited to third party expenses incurred by us on your behalf such as government fees, fees of experts, barristers and external advocates, courier costs, search fees, stamp duty and overseas lawyers’ fees. No separate charge is made for secretarial time, other than overtime. We will recharge travel costs, accommodation, communications and subsistence costs when travelling away from our offices in connection with the Engagement. 

Where disbursements will be substantial, we may request that money is paid to us on account of those costs before we incur them, or arrange for the costs to be paid directly by you.

Any estimate, quote, fee, disbursement or other cost is stated exclusive of VAT or other taxes or duties which we might be obliged to charge. Where we are obliged to charge VAT, goods and services tax, sales tax or other such taxes or duties to you, we will add the relevant tax to our fees and disbursements, at the rate from time to time in force in the jurisdiction concerned. 

We will render our bills to you on the basis set out in the Engagement Letter. These will constitute final bills for work done during the relevant period and, unless stated otherwise in the Engagement Letter, are payable within 14 days of issue of the bill. If you wish to query any element of the bill you must do so immediately with the matter partner. That part of our bill which is not subject to query should be paid within 14 days of issue of the bill.

Our bills are to be paid free of any withholding or deduction in respect of taxes or duties. If you are required by law to withhold or deduct tax, the amount of the bill is to be treated as increased to the extent necessary to ensure that we receive and retain a net sum equivalent to the amount of the bill. If in our opinion we subsequently receive any value for the amount withheld or deducted (for example, by way of a credit for tax treated as withheld or deducted) we will account for such value to you provided our overall net of tax position is not thereby affected. 

If payment of our bills or our receipt of such payment is subject to exchange or other similar controls, you will pay us into a local account designated by us the amount in local currency equivalent to the amount outstanding on our bill (converted at the date of payment). 

If you pay our bills in a currency other than United Arab Emirates Dirham or United States Dollars and as a result of exchange rate fluctuations the amount actually received by us net of bank charges differs from the amount invoiced by less than 0.05% of the bill, we shall treat the bill as paid (if the amount received was less than the invoiced amount) and you agree that we shall be entitled to keep the excess (if the amount received was more than the invoiced amount). 

It is our policy not to accept cash from clients. If you seek to circumvent this policy by depositing cash directly with one of our banks, we reserve the right to charge you for any checks we deem necessary regarding the source of funds and any additional actions undertaken by us or cost incurred in dealing with such cash.

If our bill remains unpaid after 45 days you agree that we shall be entitled to terminate the Engagement.

If we or you terminate the Engagement for whatever reason, you will pay our outstanding fees and incurred disbursements, including those not yet billed as at the date of termination, together with any additional fees and disbursements reasonably incurred arising from the termination of the Engagement.

We keep files (which includes anything in which information is recorded whether on paper or electronically or otherwise) and property relevant to the Engagement for not less than five years from the date of our final bill (“File Period”), having removed and destroyed any documents which in our professional opinion are superfluous to the records of the Engagement. We reserve the right to store files and property related to your Engagement with a third party whose security arrangements are in our view appropriate. If you would like the files or property relevant to the Engagement to be delivered to you or kept by us for a longer period, please let us know.

If we receive a request from you within the relevant File Period, we shall return to you any retained documents or property to which you are entitled, subject to any legal obligations which require us to retain those documents. You agree that we will be entitled to charge you for retrieving from storage and identifying and selecting any documents and property from your files as requested by you together with the cost and administration of delivering your documents and property to you or a third party. 

If we do not receive a request from you for the return of your documents and property within the relevant File Period, we reserve the right to destroy your documents and property without further reference to you

You acknowledge and agree that in relation to the Engagement, your relationship in contract and tort is solely and exclusively with HNP Limited. Where any individual acts for you in any proceedings, they do so as a representative of HNP Limited.

No member of HNP Limited assumes, or will assume, personal liability for the conduct of the Engagement or, to the extent permitted by law, will have any personal liability for any matter arising out of or in connection with, the Engagement whether in contract, tort, negligence, breach of statutory duty, or otherwise and you waive any such claim as may arise. Further, you agree not to bring any claim of any nature against any of our employees or any affiliated partnership or its partners, members, or employees in respect of legal services provided by them in connection with the Engagement. It is agreed that our employees, affiliated partnerships and their partners, members or employees shall have the right to enforce this clause.

The total liability of the Firm to you (or any other party who the Firm has agreed may have the benefit of, and rely on, our work) for Loss shall be the amounts invoiced under the Engagement Letter at the time such liability is incurred. For the purposes of this clause, the Firm means HNP Limited and its partners, employees and, to the extent that we have liability for their acts, subcontractors and agents, and Loss means the total of all losses, damages or costs suffered or incurred, directly or indirectly, in connection with the Engagement, including as a result of breach of contract, negligence, fault or other act or omission by the Firm, but excluding any Loss arising from death or personal injury, fraud, wilful misconduct or dishonesty of the Firm, or in respect of any other liabilities which cannot lawfully be limited or excluded.

Where you suffer any Loss (as defined in clause ‎11 above) for which we are jointly and severally liable with any third party or third parties, the extent to which such loss shall be recoverable by you from us, as opposed to the third party, shall be limited so as to be in proportion to our contribution to the overall fault for such loss, as agreed between all of the parties, or in the absence of agreement as finally determined by the court having jurisdiction pursuant to clause ‎23 below. You agree that our position will not be adversely affected by any limitation of liability you may agree with any other party and that we will not be liable to you for any amount in excess of our proper share of a joint or several liability which we are not entitled to recover from any other party by reason of your agreement to limit their liability.

We will not be liable if any Loss (as defined in clause ‎11 above) is due to the provision of false, misleading or incomplete information or documents (save where we should reasonably have discovered the false, misleading or incomplete information or documents) or due to the acts or omissions of any person other than HNP Limited or any affiliated entity involved in the Engagement.

We do not accept any liability for the advice or other services provided by experts or service providers instructed by us on your behalf in connection with the Engagement, other than affiliated partnerships.

We neither owe nor accept any duty to any person other than you and we do not accept any liability or responsibility for any consequences arising from reliance upon our advice by any person other than you. You agree to indemnify us against any liabilities, losses, damages, costs or expenses we incur arising out of any claims brought against us by third parties arising out of or in connection with the Engagement. 

No person other than the parties to the Engagement Letter and their respective successors and assignees, shall have any right to enforce any of the provisions of the Terms of Business or the Engagement Letter, except to the extent expressly provided in the Terms of Business or the Engagement Letter 

We will own copyright in any document prepared by us during the course of carrying out the Engagement. We grant you a royalty-free licence to use any document within your organisation for the purpose for which it is provided, subject to any confidentiality restrictions indicated.

We expect to apply the benefit of our past experience in acting for our clients. Therefore, subject always to our obligations of confidentiality to you and to any express requirement to the contrary, we may refer to, use or develop documents or parts of documents, ideas, techniques, concepts, methodologies or processes prepared by us or by other advisers in the context of the Engagement, when advising, preparing documents for, or giving advice to another client, or marketing or know-how. We may keep such documents in a confidential database.

If we transfer all or substantially all of our business to another firm (“Successor Entity”), our Engagement with you shall not automatically terminate by reason of such transfer. You agree that the Successor Entity is automatically appointed by you so that continuity of service can be provided to you. Both the Successor Entity and you may rely on the Engagement Letter and these Terms of Business as setting out the continuing terms of the Engagement. If such transfer requires some formal action by you then you will take such steps as are necessary to enable continuity of our services. 

Subject to the above paragraph, you will not have the right to assign or transfer the benefit or burden of the Engagement without our written consent.

You may terminate the Engagement by giving us notice in writing at any time. 

In addition to the circumstances set out above, we may cease acting for you and terminate the Engagement, but only when entitled to do so under our professional rules and after reasonable notice has been given to you in writing. 

Whether the termination of the Engagement is by you or by us, we shall be entitled to retain your documents relating to the Engagement until all our fees and disbursements relating to the Engagement have been paid.

Each clause and sub-clause of these Terms of Business shall be independently interpreted and enforceable. If any clause or sub-clause of the Terms of Business or provision in the Engagement Letter is declared void, illegal, or otherwise unenforceable, the remainder shall survive unaffected.

No delay by you or us in enforcing any terms of this agreement will affect or limit your or our rights under this agreement. Any waiver by you or us of any breach of this agreement shall not be deemed a waiver of any other prior or subsequent breach of this agreement. Any waiver of any contractual claim or right must be made in writing to be effective.

In connection with the delivery of Services, we will act as data controllers, in the sense that, subject to our legal and regulatory obligations, we will process personal data in such manner and for such purposes as we see fit. We will not process personal data on your behalf and at your direction. Where appropriate, we, ourselves, may appoint sub-contractor data processors such as tracing and collection agents who will process personal data on our behalf and at our direction. We will take appropriate technical and organizational measures which are designed to protect against unauthorized or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data. In the case of clients who are individuals, we may process/disclose your personal data in connection with:

· client identification procedures;

· conflict of interests checks; and

· the delivery of the Services.

and you consent to our doing so.

All of our activities are managed in full compliance with all applicable legal and regulatory anti Bribery and Corruption obligations. We expect our clients and other business partners to have similar policies which apply to all dealings with, on behalf of, or involving HNP Limited. HNP Limited will never accept, solicit, agree to receive, promise, offer a give a Bribe, Facilitation Payment, Kickback or other improper payment.

If any breach of this clause is suspected or known you must notify us immediately in writing.

For the purpose if this clause 19:

"Bribe" means a financial or other advantage, intended to induce a person to give improper assistance in breach of their duty, or to otherwise improperly influence someone with the underlying purpose of obtaining or retaining business, or an advantage in the course of business; "Bribery" means receiving, offering, or giving of a Bribe;

"Corruption" means the misuse of entrusted power or breach of duty for personal gain;

"Facilitation Payment" means small bribes, whether paid in cash or kind, made to the government or public officials to speed up routine administrative process or other actions, also known as "grease payments"; and

"Kickback" means a form of bribery in which a percentage of the revenues from a contract or other financial award is illicitly returned to the person awarding that contract or benefit.

Any contractual or non-contractual obligations arising from or connected with this Engagement shall be governed by, and this agreement shall be construed in accordance with, the laws of Abu Dhabi Global Market. 

We are confident that we will provide you with a high-quality service but should you have any queries or concerns regarding our service please contact the partner identified in the Engagement Letter immediately. 

Should any dispute or claim arise out of or in connection with this agreement or the Engagement, we and you will attempt to resolve the dispute or claim in good faith in the first instance by negotiation. If such negotiation is unsuccessful, we and you may agree to seek to resolve the dispute or claim by mediation. If it is not possible to resolve the dispute or claim by negotiation or mediation, then it may be dealt with by legal proceedings or arbitration as provided below.

In relation to any legal action or proceedings arising out of or in connection with this agreement or the Engagement (whether contractual or non-contractual obligations) (“Proceedings”), each of the parties irrevocably submits to the exclusive jurisdiction of the courts of Abu Dhabi Global Market and waives any objection to Proceedings in such courts on the grounds of venue or on the grounds that Proceedings have been brought in an inappropriate forum.

Save for those jurisdictions where specific consent is required, unless you expressly tell us otherwise you agree that we may disclose to third parties that you are or have been our client. 

You agree that we may also disclose to third parties that we are acting or have acted for you on a matter if information about that matter is in the public domain or if you specifically consent to such disclosure. This may include providing information to legal directories, who may wish to contact you for your opinion on our services and, in the absence of objections, we assume this is acceptable.