Terms of Business

---

These terms of business together with any accompanying correspondence particular to a matter (including letters of engagement) (“Terms”) are applicable to all offices of Bedoor Alrabiah & Co that we operate, whether independently or in association with others (collectively the “Firm”). The Firm will act in accordance with the Terms, subject always to any legal or professional rules applicable to us.

1. SERVICES
1.1.         The services we will provide to you in relation to a particular matter will be agreed at the outset of the matter and may be varied by mutual agreement in writing from time to time.
1.2.         The services we provide are for the benefit of the party  specified in any accompanying correspondence. Unless we expressly agree, your related persons, entities and affiliates are not our clients. For clients who are incorporated entities, our engagement is to represent them and not their individual directors, officers, employees or shareholders. Unless otherwise agreed in writing by us, you may not disclose our advice to any third party or assign or transfer any rights or obligations under the Terms and no other party shall have any rights to enforce any of the terms contained therein.
1.3.         We will provide advice in relation to a specific matter. You should not seek to rely on that advice in other circumstances without seeking our confirmation that it is appropriate to do so. We accept no liability for losses that might arise if you seek to apply and rely upon our advice in other circumstances without our written confirmation that this is appropriate.
1.4.         Notwithstanding any power of attorney that you may grant to us, we will not be deemed to be representing you in relation to any particular matter unless we have expressly agreed to do so in writing.
1.5.         In providing our advice, we will exclusively rely on the facts presented in the documents you supply to us and otherwise as you inform us. Our advice may change if different or additional facts are brought to our attention. You will provide us on a timely basis with any documents and information that we may need. We will also rely on you to check that the information and documents you give us are complete, up to date and accurate, and that these have been properly obtained. We may rely on them without specific verification from you. It is important that you promptly tell us of any changes or corrections you become aware of in respect of any documents or information.
1.6.         Where necessary, you will ensure that we have timely and unencumbered access to your employees and decision makers. You and they will provide us with such assistance as we require to carry out the engagement.
1.7.          Notwithstanding any statute or other law to the contrary, or any other provision, rule, circular or guideline, we hereby expressly exclude, to the fullest extent possible by law, any obligation on our part to file any appeal against any judgment unless and until we have received express instructions from you to do so, in addition to any applicable court fees.

2.            PEOPLE DOING THE WORK
2.1.         We will notify you at the outset of any matter of the partner(s) and other principal fee earners acting for you, although so as to ensure the matter is properly resourced, we may involve other fee earners as appropriate, and will advise you of any material changes during the course of that matter.
2.2.         You may ask for a particular partner or lawyer to be responsible for a specific matter. We will endeavour to comply with your request but cannot guarantee that this will not change during the course of that matter.

3. BASIS OF CHARGES
3.1.         Unless we agree a fixed fee or other fee arrangement for a particular matter it is our policy to charge for our professional services on an hourly basis. The hourly rates of our fee earners vary between our different offices and also according to their seniority. At the outset of any matter, we will inform you of the hourly rates of the fee earners acting for you on the matter. Hourly rates are reviewed and may be adjusted periodically. We will notify you of any changes in the hourly rates of fee earners working on your matter(s).
At your request, and depending on the matter in question, we will be happy to provide you with a general estimate of the number of hours and expected fees on a particular matter. This will be an indicative guide only and not a fixed quote. Our rates and estimates are exclusive of third party and out of pocket expenses and value-added tax. We will also, at your request, tell you the amount of fees accrued to date or when fees reach a certain level. Any information on our fees and expenses is disclosed in strict confidence.
3.2.         We will spend up to one hour free of charge in preliminary meetings or correspondence with you in advance of you agreeing to our Terms to discuss the Terms, to demonstrate our capability and to obtain from you all necessary information to enable us to conduct an internal ‘conflict of interest’ search. Any substantive advice provided by us during the course of such preliminary meetings and/or correspondence will be chargeable to you at our prevailing hourly rates in accordance with paragraph 3.1 above.
3.3.         It is often necessary for our fee earners to review files and documents and to confer with each other and (after obtaining your consent) with external lawyers and other third parties in the interests of providing a client with the best possible advice and service. Time spent by our fee earners in any such activity during the course of any matter, in addition to the time spent in meetings, dealing with all papers and correspondence, notes of meetings and telephone calls, will be chargeable at our prevailing hourly rates. In addition, where we are coordinating advice on your behalf from different jurisdictions/offices, the time spent by a fee earner in such activity will be chargeable at our prevailing hourly rates.
3.4.         Time spent travelling by our fee earners to attend meetings, court hearings, etc. in the conduct of any matter will be chargeable at our prevailing hourly rates.
3.5.         All translation work will be outsourced to a professional translation services company. It is our usual practice for a fee earner to review and finalize a translated document. The time spent by the fee earner in doing so will also be chargeable at our prevailing hourly rates. Any translations in English (or other language) from Arabic sources will not constitute official translations. These translations may not follow a strict verbatim if doing so would result in a construction that does not make sense. In the event of any ambiguity or conflict, the original Arabic source will prevail.
3.6.         Out of pocket expenses incurred by us on your behalf, including governmental filing and registration fees, overseas lawyer fees, counsel fees, search or enquiry fees, court or arbitration fees, the fees of accountants, valuers or other professionals instructed or appointed as independent experts or expert witnesses, translation charges, notary costs, courier charges, bulk photocopying, international telephone calls and travel expenses, will be charged to you at cost. The cost of postage, minor photocopying and other items of petty expenditure are included within our hourly rates and will not be charged for unless we consider them to be excessive. We will notify you as soon as reasonably practicable of all out of pocket expenses payable by you.
3.7.         At the time of accepting your instructions, we may require you to lodge a sum of money on account with us which may be applied against any future invoice for fees or expenses at our discretion at any time. We may also require you to lodge sufficient monies on account with us before we incur substantial out of pocket expenses on your behalf. We will not accept any liability for damage or delay suffered whilst we await necessary funds on account from you. Any excess funds on account will be returned to you at the end of the engagement.
3.8.         Where we act for you on a fixed fee basis, or where we have agreed that we will otherwise invoice you for our fees prior to commencing work, and you make payment to us for such fee(s) those monies will not be held on account by us but will be applied immediately in settlement of such fee(s).
3.9.         You may limit our fees and the expenses that can be incurred in this engagement by expressly notifying us. You will remain responsible for all our fees and any expenses incurred up to when we are notified and we will not be obliged to complete the remainder of the prior agreed scope of services. We will discuss with you the impact of any limitation on the affected services, which may adversely affect the conduct and outcome of the subject matter of the engagement.

4.            PAYMENT OF INVOICES
4.1.         All invoices will be rendered in the applicable local currency. However, we accept payment in either local currency or US Dollars.
4.2.         We will invoice you monthly. If you have any queries on any invoice, please raise them with the partner or senior lawyer responsible for the particular matter within 14 days.
4.3.         We require that our invoices be paid no later than 30 days after the date they are issued. If any element of an invoice is queried, that part of the invoice which is not subject to query is to be paid within 30 days.
4.4.         You are responsible to us for payment, regardless of any other arrangements you may have made. Even if you expect another party to reimburse you for our fees and/or charges, we have no recourse to any person other than you, and so look to you for payment, even if reimbursement is delayed or you fail to get reimbursed.
4.5.         If any amount owed to us remains outstanding more than 30 days after issue of the relevant invoice, we may at our sole discretion (subject in each case to applicable laws and regulations):
(a)           stop acting on your behalf in the invoiced matter and/or in any other engagement;
(b)          retain files and/or documents; and
(c)           take legal proceedings and/or engage a collections agency to recover the outstanding amount.
4.6.         Where we are holding money for you, either on account or otherwise (and including the proceeds of a court, arbitral or other award), and unless otherwise agreed:
(a)           we may apply this money at any time toward payment or part payment of our invoices outstanding from you. We will inform you when this is being done but we are not required to obtain your prior consent; and
(b)          we will not be obliged to account to you with any interest.

5. WITHHOLDING OR DEDUCTION FOR TAXES AND BANK CHARGES
Our fees are to be paid free of any withholding or deduction in respect of any taxes, duties or bank charges. If you are required by law to withhold or deduct tax, or if bank charges are deducted from your payment, then the amount of each invoice is to be treated as increased to the extent necessary to ensure that after any withholding or deduction we receive and retain a net sum equal to the amount of the invoice.
Where a value-added tax or similar impost is imposed on our fees or any expenses by applicable law, then this amount of tax shall be payable by you in addition to the fees and expenses.

6. CONFLICTS OF INTEREST AND CONFIDENTIAL INFORMATION
Subject to any legal or professional restrictions that apply to us, paragraphs 6.1 to 6.6 below will apply:
6.1.         We will not act for any other person in any matter where we act for you unless we have your express agreement that we may do so.
However, where we do not act for you in a specific matter to which you are a party, involved or connected in any way, we are free to act for any other person in relation to such matter and notwithstanding that we hold a general power of attorney for you.
If you are part of a group of companies and you have provided us with a full list of all companies in the group, the provisions of this paragraph 6.1 will apply to all such group companies. In the event that a full list of group companies has not been disclosed to us and/or we are not informed periodically of any changes we will not be responsible in any way if we therefore act against such group company.
6.2.         Except where we have expressly agreed with you otherwise, we may act generally for another person who, for you, is a market competitor and we will not be under any obligation to assist you in making any claim or taking any other type of hostile action against any of our existing clients.
6.3.         Where we act for you in your capacity as a creditor party for a debt claim against a debtor or defendant party, provided no conflict arises, we reserve the right to represent any other party(ies) as a creditor party for a debt claim against the same debtor or defendant party.
6.4.         We owe a duty of confidentiality to all our clients and accordingly, subject to any overriding legal obligation on you or us and except as required under applicable professional rules or by our professional indemnity insurers:
(a)           we will keep all documents and information which we receive as a result of acting for you confidential, and in particular we will not disclose them to any other client of the Firm without your express request and/or consent.
(b)          you agree that we will not be under any obligation to disclose to you or use on your behalf any documents or information provided to us in respect of which we owe a duty of confidentiality to another client (or any other person).
(c)           you agree that we will not be under any obligation whatsoever to disclose or to hand over to any third party “without prejudice” correspondence, whether sent or received by us, unless required by law to do so. Please note that it is the Firm’s professional position that the concept of “without prejudice” correspondence will be honoured by us (which is a concept that is recognised in several jurisdictions that prevents admissions made by a party in settlement negotiations being later used as evidence by the other party against them).
6.5.         You agree that we may publish or otherwise disclose to our other clients or third parties the fact that you are a client of the Firm.
6.6.         You consent to us using any and all documentation and information (including any private or confidential information) that you provide to us as part of our client on-boarding process or in connection with any matter on which you instruct us, for general client administration purposes including exercising our rights under these Terms, for the purposes of our professional attendance on any matter/s, and for marketing our services to you. To the extent that you provide us with personal information relating to any individual/s within your organization for such purposes, you warrant that - except where the circumstances of the matter do not permit, such as investigations on allegations of wrongdoing or disciplinary matters involving a specific individual - you have obtained effective written consent from such individual/s in respect of our use of such personal information, and you undertake to provide us with a copy of such consent upon our request. Our processing of personal data, including sensitive personal data, is subject to the relevant legal requirements of the jurisdiction in which the relevant office is based.

7.            ELECTRONIC COMMUNICATIONS & DATA PROTECTION
7.1.         We may communicate with you electronically, including through third party software such as our document sharing platform. You accept the risks involved in such communications, except in the case of our gross negligence or willful default. We may also monitor communications in order to establish facts to determine that communications using our systems are relevant to our business, to comply with applicable laws or regulations, or to develop and manage our relationship with you.
7.2.         You are responsible for ensuring that the Personal Data (as defined herein) you provide to us complies with applicable Data Protection Laws (as defined herein) and you will not do or omit to do anything that would cause us to be in breach of those laws. We will comply with applicable Data Protection Laws when processing the Personal Data.
7.3.         We act an independent data controller when processing Personal Data in the course of our work for you. We will also process the Personal Data (a) to meet our legal and regulatory obligations, (b) in pursuing our legal rights, and (c) for administrative, financial, risk management and client relationship purpose.
7.4.         You agree that we may transfer Personal Data within the Bedoor Alrabiah & Co Group and to our third-party service providers.
7.5.         For the purposes of this section, the following defined terms shall mean the following:
“Data Protection Laws” means laws and regulations relating to the processing of personal data or personal information to the extent applicable.
“Personal Data” means personal data or personal information (as that term is defined in relevant Data Protection Laws) provided to us pursuant to our retainer with you or generated by us in the course of our retainer with you.

8. ANTI-BRIBERY AND ANTI-CORRUPTION POLICY
We shall not make or promise to make any improper payments, or provide or offer to provide anything of value, directly or indirectly, to government officials or other parties which would be in violation of the provisions of any anti-bribery and anti-corruption laws, regulations and sanctions which are applicable to any services provided by us.

9. LIABILITY FOR COSTS IN CONTENTIOUS PROCEEDINGS
If you engage us in litigation or arbitration proceedings, please note the below.
9.1.         If you are unsuccessful in the proceedings (or any part of it), you may have to pay the legal costs of the other side(s) as well as remaining responsible for your own legal costs.
9.2.         Even where you are successful, the other side(s) may not be ordered to pay any or all of, or be capable of paying, the full amount of your legal costs. You will remain responsible for your legal costs in this case.
9.3.         Where you are successful, you may also have to take steps to enforce any judgment or award. Enforcement can incur significant additional costs. There remains a risk that the judgment or award debtor is not capable of satisfying the judgment or award, or any order for costs made in your favour in the enforcement proceedings. You will remain responsible for your legal costs in these cases.

10.          INSTRUCTING THIRD PARTIES
10.1.       It may be necessary during the course of a matter to instruct one or more experts outside the Firm, such as overseas or specialist counsel, accountants or consultants. We will discuss this with you at the appropriate time, including who might be suitable and the costs likely to be involved.
10.2.       If you instruct other advisers (either directly or through us) on any matter on which you also instruct us, we will not be responsible to you for the services, advice or information provided by, or for the fees and expenses of, those other advisers.

11. DOCUMENTS
11.1.       Copyright: Original materials which we generate for our clients are protected by copyright, which belongs to the Firm. The fee you pay for our work only entitles you to make use of those documents for the purposes for which they were prepared.
11.2.       Retention of files: We will retain any files (physically or electronically) relating to a matter on which we have acted for you for six years after the matter is completed, unless we agree otherwise. We may then dispose of the file(s) without further reference or obligation to you. Files will be disposed of in a confidential manner.

12. ADVERTISING & PROMOTION
We retain the right to promote our engagement with you on all of our marketing materials, including but not limited to, our website, written proposals, social media, press releases and related materials upon execution of the engagement letter regardless of whether the underlying transactions or matters reach completion or not.

13. EMAILS
We will use email for the majority of our communication with you. As emails are not always secure and reliable, we do not accept responsibility and will not be liable for any damage or direct or indirect loss caused by problems in transmitting the email or due to any technical malfunction, glitches, defects, virus attack or any fault that is beyond our reasonable control.

14. ANTI-MONEY LAUNDERING PROCEDURES
In compliance with anti-money laundering regulations, we are required to be satisfied of your identity, and the identity of any third party for whom you are acting as agent (if applicable), before we are permitted to proceed with any matter.

15. APPLICATION OF THESE TERMS AND AMENDMENTS
15.1.       We provide our services to you on the basis of these Terms and any accompanying correspondence. If you retain us as agent for a third party, you confirm that you have authority to retain us on such terms and you will immediately advise us of the identity of the third party. These Terms supersede any earlier agreement between us.
15.2.       From time to time it may be necessary for us to amend these terms of business. Where this is the case, we will notify you of the proposed changes and, unless we hear from you in writing to the contrary within 21 days, such amendments will be deemed to come into effect from the end of that period.

16. RESOLVING ISSUES AND DISPUTES
16.1.       To raise or discuss any matter we are handling or have handled on your behalf, please contact either your relationship partner involved in the particular matter or our Managing Partner.
16.2.       These Terms shall be governed by and construed and interpreted in accordance with the laws of the jurisdiction from which we delivered the work to you.

17. TERMINATION
In addition to the circumstances described in paragraph 4.5 (non-payment of invoices) we reserve the right at our discretion to cease acting for you if continuing to act for you could place us in breach of principles of professional conduct or any laws or if there is a breakdown of confidence between us. We will always endeavour to resolve any issue with you prior to ceasing to act for you.