THETA7  - TERMS AND CONDITIONS

Professional UAE Business Setup & Advisory Services

Effective Date: September 2025
Version: 3

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In these Terms and Conditions, unless the context otherwise requires:

"Theta7" means Theta7 Group, a professional services firm licensed by the UAE Ministry of Economy, including its affiliated entities AuditCo Times Auditors L.L.C and any successor entities;

"Client" means the person, company, partnership, or other legal entity engaging Theta7's services under these Terms and Conditions;

"Services" means any and all professional services provided by Theta7 including but not limited to business setup, tax advisory, accounting, audit, and related professional services as described in Clause 2;

"Authorities" means UAE government bodies, Free Zone authorities, Federal Tax Authority (FTA), Ministry of Economy, Emirates Identity Authority, and any other regulatory entities with jurisdiction over the Services;

"Agreement" means the contract between Theta7 and the Client consisting of these Terms and Conditions, any service proposal, statement of work, or engagement letter;

"Professional Indemnity Insurance" means the professional liability insurance maintained by Theta7 with minimum coverage of AED 5,000,000 per claim;

"Free Zone" means any of the designated free trade zones in the UAE including but not limited to DMCC, DIFC, ADGM, Dubai Silicon Oasis, RAKEZ, and other zones authorised by the UAE government;

"Mainland" means UAE jurisdictions outside of Free Zones where companies are subject to the UAE Commercial Companies Law;

“Spondoo” means the professional services delivered by UK accounting and bookkeeping firm based in Surrey – that comes under a separate set of Terms and Conditions (from these Theta7 services) for services delivered from the UK;

"Tax Advisory Services" means professional advice on UAE corporate tax, VAT, transfer pricing, economic substance, and related tax compliance matters provided by qualified tax professionals, typically considering impact on UK, European, US and other tax jurisdictions.

1.2 Interpretation

1.2.1 References to any statute, statutory provision, or regulation include any modification, amendment, extension, or re-enactment thereof.

1.2.2 Words importing the singular include the plural and vice versa, and words importing any gender include every gender.

1.2.3 References to "persons" include individuals, companies, corporations, partnerships, and other legal entities.

1.2.4 These Terms and Conditions constitute the entire agreement between the parties and supersede all prior negotiations, representations, warranties, and agreements unless specifically incorporated by written amendment.

1.2.5 Any conflict between these Terms and Conditions and other documents shall be resolved in favour of these Terms and Conditions unless expressly stated otherwise.

2. DETAILED SERVICE DESCRIPTIONS

2.1 Company Setup Services

2.1.1 Theta7 provides comprehensive UAE company formation services including:

• • • Analysis and recommendation of optimal business structure (Free Zone vs. Mainland);
    • Preparation and submission of company incorporation applications;
    • Obtaining trade licenses and regulatory approvals;
    • Drafting and filing of Memorandum and Articles of Association;
    • Corporate structuring advice for single and multi-entity arrangements;
    • Assistance with shareholder and director appointments.

2.1.2 Business licensing services include:

• • • Selection of appropriate business activities based on Client requirements;
    • Liaison with relevant Authorities for license approval;
    • Obtaining establishment cards and certificates of incorporation;
    • Registration with relevant government departments and agencies;
    • Ongoing license renewal and amendment services.

2.1.3 Visa processing and immigration support includes:

• • • Preparation and submission of residence visa applications;
    • Coordination of medical examinations and Emirates ID processing;
    • Family visa applications and dependent processing;
    • Visa renewal and cancellation services;
    • Employment visa processing for Client staff.

2.2 Tax Advisory Services

2.2.1 UAE Corporate Tax services include:

• • • Registration with the Federal Tax Authority (FTA);
    • Preparation and filing of corporate tax returns;
    • Tax planning and optimisation strategies;
    • Compliance monitoring and deadline management;
    • Representation before tax authorities in audits and inquiries.

2.2.2 VAT advisory services include:

• • • VAT registration when turnover thresholds are exceeded;
    • Preparation and submission of quarterly VAT returns;
    • VAT compliance reviews and health checks;
    • Advisory on VAT treatment of specific transactions;
    • Voluntary VAT registration analysis and implementation.

2.2.3 Transfer pricing and international tax services include:

• • • Documentation for related party transactions;
    • Economic substance compliance for Free Zone entities;
    • International tax treaty analysis and application;
    • Cross-border transaction structuring advice;
    • Multi-jurisdictional tax planning for international groups.

2.3 Accounting Services

2.3.1 Bookkeeping and financial record maintenance includes:

• • • Daily transaction recording and categorisation;
    • Bank reconciliations and cash flow monitoring;
    • Accounts payable and receivable management;
    • Fixed asset registers and depreciation calculations;
    • Monthly management accounts preparation.

2.3.2 Financial statements preparation includes:

• • • Annual financial statements compiled in accordance with International Financial Reporting Standards (IFRS) or UAE GAAP;
    • Monthly and quarterly management accounts;
    • Statutory filings with relevant Authorities;
    • Financial analysis and ratio calculations;
    • Comparative analysis and trend reporting.

2.3.3 Payroll processing and employment compliance includes:

• • • Monthly payroll calculation and processing;
    • Employee benefit calculations including gratuity provisions;
    • Labour law compliance monitoring;
    • Work permit and labour card processing;
    • End-of-service calculation and settlement.

2.3.4 Accounting system implementation includes:

• • • Selection and setup of appropriate accounting software;
    • Data migration from existing systems;
    • User training and ongoing support;
    • Integration with banking and payment systems;
    • Custom reporting and dashboard creation.

2.4 Audit Services

2.4.1 External audit services provided through AuditCo Times Auditors L.L.C include:

• • • Statutory audits for regulatory compliance;
    • Financial statement audits under International Standards on Auditing (ISA);
    • Audit reports for Free Zone and Mainland entities;
    • Special purpose audits for specific requirements;
    • Compliance audits for regulatory bodies;
    • Pension Funds accounting and audits.

2.5 Service Limitations and Exclusions

2.5.1 Theta7 does not provide the following services:

• • • Legal advice, which is referred to our partner firm Aria Grace LLP;
    • Islamic finance and Sharia compliance advisory;
    • Investment advice or portfolio management services;
    • Immigration law advice beyond visa processing administration;
    • Intellectual property registration and protection services.

2.5.2 Any requirement for excluded services will be clearly communicated to the Client with appropriate referrals to qualified specialists.

2.5.3 Theta7 reserves the right to decline services that fall outside its professional competence or regulatory authorisation.

3. CLIENT RESPONSIBILITIES AND WARRANTIES

3.1 Information Provision Requirements

3.1.1 The Client must provide Theta7 with complete, accurate, and timely information including:

• • • All relevant business and personal documentation required for service delivery;
    • Clear, high-resolution copies of passports, IDs, and other identification documents;
    • Professional-quality photographs meeting Authority requirements for visa processing;
    • Comprehensive business plans where required by licensing Authorities;
    • Financial information and records as required for accounting and tax services.

3.1.2 The Client must promptly notify Theta7 of any material changes including:

• • • Changes in business activities or operational model;
    • Changes in shareholding, directorship, or beneficial ownership;
    • Changes in contact information, addresses, or banking arrangements;
    • Changes in the financial position of the Client;
    • Any regulatory correspondence or Authority inquiries received;
    • Any potential compliance issues or breaches identified.

3.1.3 Document quality requirements mandate that:

• • • All passport copies must be clear, complete, and legible;
    • Photographs must meet specific Authority requirements for size, background, and quality;
    • Business plans must be comprehensive and professionally prepared where required;
    • All documents must be current and valid at the time of submission;
    • Documents must be provided in the format specified by Theta7.

3.2 Client Warranties and Representations

3.2.1 The Client warrants and represents that:

• • • All information provided to Theta7 is true, complete, accurate, and not misleading;
    • All documents provided are genuine, legally obtained, and have not been altered;
    • The Client has full authority to engage Theta7 and enter into this Agreement;
    • All proposed business activities comply with applicable UAE laws and regulations;
    • No material information has been withheld that could affect service delivery or compliance.

3.2.2 The Client specifically warrants that:

• • • All business activities will be conducted legally and ethically;
    • The Client will comply with all applicable tax obligations in the UAE and other relevant jurisdictions;
    • Any existing business interests or structures have been fully disclosed to Theta7;
    • The Client has adequate financial resources to meet ongoing compliance requirements;
    • No proceedings, investigations, or disputes are pending that could affect the engagement.

3.2.3 The Client acknowledges that:

• • • Theta7 relies on the accuracy and completeness of Client-provided information;
    • Any inaccuracies or omissions may result in delays, additional costs, or compliance failures;
    • The Client is responsible for maintaining ongoing compliance with all applicable laws;
    • Regulatory requirements may change and affect the scope or cost of services.

3.3 Cooperation and Communication Requirements

3.3.1 The Client agrees to:

• • • Respond promptly to all reasonable requests for information or documentation;
    • Attend scheduled meetings and appointments or provide adequate notice of inability to attend;
    • Provide reasonable access to premises, records, and personnel as required;
    • Follow professional recommendations and guidance provided by Theta7;
    • Maintain confidentiality regarding Theta7's proprietary methodologies and processes.

3.3.2 Communication protocols require that:

• • • The Client designates a primary contact person with authority to make decisions;
    • All formal communications are conducted through designated representatives;
    • Changes in scope or requirements are communicated in writing;
    • Emergency contact information is provided and kept current;
    • Response timeframes are agreed and adhered to by both parties.

4. FEES, PAYMENTS, AND ADDITIONAL CHARGES

4.1 Fee Structure and Pricing

4.1.1 Theta7's fee structure includes:

• • • Fixed package fees for standard company setup services ranging from AED 15,000 to AED 75,000 depending on complexity and jurisdiction;
    • Hourly rates for tax advisory services ranging from AED 800 to AED 1,200 per hour depending on seniority and complexity;
    • Annual retained fees for ongoing accounting, tax, and compliance services from AED7500
    • Government and Authority fees charged at cost plus a 10% administrative handling fee
    • UAE VAT 5%

4.1.2 Hourly rate categories are:

• • • Senior Tax Partner: AED 1,200 per hour;
    • Tax Manager: AED 1,000 per hour;
    • Accounting Manager: AED 600 per hour;
    • Accounting Senior: AED 400 per hour.

4.1.3 Fixed package fees include standard services as specified in the relevant service proposal but exclude:

• • • Additional visa applications beyond the package allocation;
    • Amendment requests after initial submission;
    • Expedited processing fees;
    • Legal documentation via Aria Grace LLP;
    • Legal document, Apostille, Attestations and Notary services;
    • Third-party specialist services.

4.2 Payment Terms and Conditions

4.2.1 Payment terms are:

• • • Invoices are payable on receipt for company set up services;
    • The Client shall sign up as a ‘customer’ for all Tax advisory services and pay the hourly rate;
    • Payment must be made in UAE Dirhams (AED) unless otherwise agreed in writing, Tax advisory can be billed and paid in GBP;
    • Late payment interest accrues at 2% per month on overdue amounts;
    • Payment methods include bank transfer, credit card or digital payment links.

4.2.2 For project-based services:

• • • For project based complex services such as corporate structures involving several entities and business activities - 50% payment is required upon agreement execution;
    • Remaining 25% payment is due upon first milestone, the remaining 25% on service completion or as specified in milestone schedules;
    • Services may be suspended for non-payment beyond 10 days;
    • Additional work beyond the original scope requires separate agreement and payment.

4.2.3 For ongoing services:

• • • Monthly retainer fees are payable in advance for the month ahead - by the 1st of each month;
    • Annual service agreements require quarterly advance payments;
    • Unused retainer hours may be carried forward for up to 90 days;
    • Additional work beyond retainer allocations is charged at standard hourly rates;
    • Licence renewals will be invoiced 1 month prior to the due date to cover fees and charges. Any name changes incur admin fees;

4.3 Additional Charges and Expenses

4.3.1 The following services are charged separately and are not included in standard packages:

• • • Legal services provided by Aria Grace LLP or a third-party law form for - document attestation, shareholder agreements, subscription agreements, and corporate documentation;
    • Government and Authority fees including license fees, visa fees, Emirates ID charges, and regulatory filing fees;
    • Translation and notarisation services for foreign documents;
    • Express or expedited processing fees charged by Authorities;
    • Travel expenses for Client meetings outside Dubai and Abu Dhabi;
    • Medical and Commercial Insurances (provided by a third party broker);
    • Wealth and Asset management and any residential Mortgages and Loans.

4.3.2 Third-party costs apply:

• • • Banking fees and charges for account opening and maintenance;
    • Insurance premiums for professional indemnity, health, and other coverage;
    • Courier and delivery charges for document transmission;
    • Professional photography for visa applications where required;
    • Medical examination and biometrics fees for visa processing.

4.3.3 Expense reimbursement terms:

• • • All third-party costs are charged at actual cost plus a 10% handling fee;
    • Pre-approval is required for expenses exceeding AED1,000;
    • Original receipts and documentation are provided for all reimbursable expenses;
    • Currency conversion is calculated at prevailing exchange rates on the date of expense;
    • Expense reports are provided monthly with detailed breakdowns.

4.4 Fee Variations and Adjustments

4.4.1 Quoted fees may be adjusted due to:

• • • Changes in Authority fees or processing requirements;
    • Client-caused delays requiring additional work or expedited processing;
    • Changes in project scope or complexity beyond the original specification;
    • Regulatory changes affecting compliance requirements;
    • Currency fluctuations for multi-currency engagements.

4.4.2 Fee adjustment procedures:

• • • Written notice of fee changes is provided with 30 days advance notice where possible;
    • Client approval is required for scope changes exceeding 20% of original fees;
    • Emergency regulatory changes may require immediate fee adjustments;
    • Annual fee reviews are conducted for ongoing service agreements;
    • All fee adjustments are documented in writing with justification provided.

5. TAX ADVISORY AND PROFESSIONAL INDEMNITY

5.1 Tax Advisory Service Requirements

5.1.1 Tax advisory services are available exclusively to Clients who have entered into an active accounting and tax service agreement with Theta7, ensuring:

• • • Comprehensive understanding of the Client's business operations and financial position;
    • Ongoing monitoring of tax compliance and regulatory changes;
    • Professional Indemnity Insurance coverage for tax advice provided;
    • Qualified tax professional oversight of advisory work;

5.1.2 Tax advisory engagement terms require:

• • • Written Client requirements (letter or email) confirming engagement - specifying scope, responsibilities, and limitations;
    • Current and complete financial information and business records;
    • Pre-payment or payment upon invoice for hourly advisory services (payment link);
    • Client acknowledgment of regulatory change risks and update requirements;
    • Annual review and update of tax positions and strategies.

5.1.3 Corporate structuring and planning mandates professional tax guidance for:

• • • Multi-entity corporate arrangements and group structures;
    • International tax planning and treaty utilisation;
    • Transfer pricing documentation and economic substance compliance;
    • Tax-efficient business restructuring and reorganisation;
    • Cross-border transaction structuring and implementation.

5.2 Tax Advisory Disclaimers and Limitations

5.2.1 Clients who decline tax advisory services acknowledge and accept by agreeing to these T&Cs:

• • • Have full responsibility for all tax compliance obligations and consequences;
    • Assumption of all risks related to tax positions and filings;
    • Exclusion of Theta7 from any liability for tax-related matters;
    • Absence of any insurance coverage for tax related issues;
    • Potential adverse consequences including penalties, interest, and additional assessments.

5.2.2 Tax advice limitations include:

• • • Advice is based on current law and regulations which may change;
    • Interpretation of complex regulations may vary between professionals and Authorities;
    • No guarantee of specific outcomes or Authority acceptance of positions;
    • Client responsibility for implementation and ongoing compliance;
    • Regular review and update requirements for changing circumstances.

5.2.3 Complex structure requirements mandate that Clients with:

• • • Multiple legal entities or international operations;
    • Existing business interests in the UAE or other jurisdictions;
    • Significant asset holdings or investment structures;
    • Family Office or wealth management arrangements;
    • Private equity, fund, or investment vehicle interests;
    • All MUST engage comprehensive tax advisory services to ensure compliant and optimised structuring, or provide a report prepared by a competent tax advisory firm licensed under the FTA.

5.3 Professional Indemnity Coverage

5.3.1 Professional Indemnity Insurance provides coverage for:

• • • Professional negligence in the provision of contracted services;
    • Errors and omissions in professional advice and recommendations;
    • Breach of professional duty in service delivery;
    • Financial losses resulting from covered professional errors;
    • Legal defence costs for covered claims and proceedings.

5.3.2 Professional Indemnity limitations include:

• • • Coverage applies only to services specifically contracted and paid for;
    • Maximum coverage per claim and in aggregate as specified in the insurance policy;
    • Exclusions remain where the Client supplied information is wrong or misleading;
    • Exclusions for criminal acts, fraudulent behaviour, and wilful misconduct;
    • Exclusions for services provided outside Theta7's professional competence;
    • Deductible amounts and policy conditions as specified by the insurer.

6. AUTOMATIC SERVICE ENROLMENT

6.1 Default Service Integration

6.1.1 By engaging Theta7 for company setup services, Clients are automatically enrolled in the following ongoing services unless they opt out in writing within thirty (30) days of the initial engagement – agreeing a written proposal or signing up on the Theta7 online portal, making it clear which services not required:

• • • Monthly accounting and bookkeeping services appropriate to business size and complexity;
    • Tax and VAT registration;
    • Annual tax compliance including corporate tax returns and VAT filings where applicable;
    • Statutory audit services through AuditCo Times Auditors L.L.C required by law;
    • License renewal services for trade licenses and regulatory compliance;
    • Ongoing advisory support for regulatory changes and compliance requirements.

6.1.2 Automatic enrolment ensures:

• • • Continuous compliance with all regulatory requirements;
    • Proactive monitoring of deadlines and filing obligations;
    • Immediate access to professional advice and support;
    • Coordinated service delivery across all compliance areas;
    • Cost-effective bundled pricing for integrated services.

6.1.3 Default service levels are determined based on:

• • • Business size measured by turnover, assets, and employee count;
    • Complexity of operations including number of entities and jurisdictions;
    • Regulatory requirements including audit thresholds and filing obligations;
    • Client risk profile and industry-specific requirements;
    • Historical service utilisation and support needs.

6.2 Opt-Out Procedures and Alternatives

6.2.1 Clients may opt out of automatic enrolment by:

• • • Providing written notice within thirty (30) days of initial engagement;
    • Specifying which services to exclude from the automatic enrolment;
    • Acknowledging in writing the assumption of compliance risks;
    • Confirming alternative arrangements for excluded services;
    • Signing a compliance risk waiver and disclaimer.

6.2.2 Partial opt-out options allow Clients to:

• • • Retain some services while excluding others;
    • Modify service levels while maintaining core compliance functions;
    • Implement staged service commencement over time;
    • Negotiate customised service packages based on specific needs.

6.3 Service Modification and Upgrade Options

6.3.1 Enrolled Clients may modify services by:

• • • Requesting service level upgrades or additional services with 30 days notice;
    • Reducing service levels subject to minimum compliance requirements;
    • Adding specialised services as business needs evolve;
    • Implementing seasonal or cyclical service adjustments;
    • Negotiating service package modifications at service review meetings.

7. ENGAGEMENT TERMS AND RENEWAL

7.1 Engagement Commencement and Duration

7.1.1 Professional Services commence upon:

• • • Execution of this Agreement by both parties;
    • Receipt of initial payment as specified in the engagement terms;
    • Completion of Client onboarding including KYC procedures and information gathering;
    • Authority application submission where applicable;
    • Confirmation of service scope and deliverable specifications.

7.1.2 Initial engagement terms include:

• • • Company setup projects with duration of 3-8 weeks depending on complexity;
    • Annual service agreements for ongoing accounting, tax, and compliance services;
    • Project-based engagements with specific milestones and completion criteria;
    • Retainer arrangements for ongoing advisory and support services;
    • Emergency or expedited services with shortened delivery timeframes.

7.2 Renewal Terms and Conditions

7.2.1 Annual license renewals are processed automatically unless:

• • • Client provides sixty (60) days written notice of intention not to renew;
    • Outstanding fees or compliance issues remain unresolved;
    • Regulatory changes make renewal inadvisable or impossible;
    • Client business model changes make current structure inappropriate;
    • Material breach of Agreement terms has occurred.

7.2.2 Renewal procedures include:

• • • Annual review of business activities and license requirements;
    • Fee adjustments based on Authority updates and service scope changes;
    • Update of corporate information and beneficial ownership details;
    • Review and renewal of insurance coverages and compliance certifications;
    • Strategic planning session for business development and optimisation opportunities.

7.2.3 Continuing service agreements provide:

• • • Automatic renewal unless terminated with proper notice;
    • Annual fee review and adjustment based on market conditions;

7.3 Termination Procedures and Consequences

7.3.1 Either party may terminate this Agreement:

• • • With thirty (30) days written notice for convenience - provided the account and any monies owed are in good order;
    • Immediately for material breach that remains uncured after written notice and reasonable opportunity to cure;
    • Immediately for insolvency, bankruptcy, or cessation of business operations;
    • For non-payment of fees beyond thirty (30) days of due date;
    • For violation of professional conduct standards or regulatory requirements.

7.3.2 Termination procedures require:

• • • Written notice specifying termination grounds and effective date;
    • Settlement of all outstanding fees and expenses;
    • Return of Client documents and materials;
    • Completion of work in progress where feasible;

7.3.3 Post-termination obligations include:

• • • Continued confidentiality of Client information and proprietary data;
    • Completion of regulatory filings and compliance obligations in progress;
    • Provision of final reports and deliverables;
    • Cooperation with successor advisors subject to proper authorisation;
    • Retention of Client files and records per regulatory requirements.

8. LIABILITY LIMITATIONS AND DISCLAIMERS

8.1 Professional Standards and Insurance Coverage

8.1.1 Theta7 maintains comprehensive Professional Indemnity Insurance with coverage of AED 5,000,000 in annual aggregate, providing protection for:

• • • Professional negligence in service delivery;
    • Errors and omissions in professional advice;
    • Breach of professional duty and fiduciary responsibilities;
    • Actual financial losses resulting from covered professional errors;
    • Legal defence costs and settlement amounts for covered claims.

8.1.2 Professional service standards include:

• • • Compliance with UAE professional regulations and licensing requirements;
    • Adherence to international professional standards and best practices;
    • Continuous professional development and technical update training;
    • Quality assurance procedures and peer review processes;
    • Regular professional liability risk assessment and management.

8.1.3 Insurance coverage limitations include:

• • • Coverage applies only to services specifically contracted and within professional scope;
    • Policy deductibles and coverage limits as specified in insurance documentation;
    • Exclusions for criminal acts, fraudulent conduct, and intentional wrongdoing;
    • Exclusions for services outside regulatory authorisation or professional competence;
    • Run-off coverage provisions for discontinued services and post-termination claims.

8.2 Authority Approval and Regulatory Disclaimers

8.2.1 Theta7 provides no warranty or guarantee regarding:

• • • Approval of applications by any government Authority or regulatory body;
    • Processing timeframes beyond Theta7's direct control;
    • Inaccurate and undisclosed information from the Client;
    • Changes in regulations, policies, or requirements by Authorities;
    • Specific outcomes or results from regulatory applications or submissions;
    • Continued validity of approvals or licenses following regulatory changes.

8.2.2 Authority-related limitations include:

• • • Regulatory decisions are made independently by relevant Authorities;
    • Processing times may vary based on Authority workloads and procedures;
    • Additional requirements or documentation may be requested by Authorities;
    • Regulatory changes may affect previously approved structures or arrangements;
    • Appeals or objections to Authority decisions may require separate legal representation.

8.2.3 Client acknowledgments include:

• • • Understanding that regulatory approval processes involve inherent uncertainties;
    • Acceptance of potential delays or complications beyond Theta7's control;
    • Responsibility for compliance with all ongoing regulatory requirements;
    • Need for regular review and update of regulatory positions;
    • Potential costs and time associated with regulatory changes or complications.

8.3 Limitation of Liability and Damages

8.3.1 Theta7's total liability to Client for all claims arising from or relating to this Agreement shall not exceed:

• • • The total fees paid by Client to Theta7 in the twelve (12) months preceding the claim; or
    • The amount of Professional Indemnity Insurance coverage available for the specific claim; Whichever is greater, but in no event exceeding AED 5,000,000 per claim.

8.3.2 Excluded damages include:

• • • Indirect, consequential, special, or punitive damages;
    • Loss of profits, business opportunities, or anticipated savings;
    • Business interruption or operational delays;
    • Reputational damage or loss of goodwill;
    • Third-party claims unrelated to Theta7's professional services.

8.3.3 Mitigation and limitation principles require:

• • • Prompt notification of potential claims or issues;
    • Reasonable efforts to mitigate damages and losses;
    • Cooperation in investigation and resolution of claims;
    • Consideration of alternative remedies before pursuing formal claims;
    • Resolution of disputes through professional mediation where appropriate.

9. TERMINATION AND SUSPENSION

9.1 Termination Rights and Procedures

9.1.1 Theta7 may terminate this Agreement immediately upon written notice if:

• • • Client fails to pay any invoice within thirty (30) days of the due date;
    • Client provides false, misleading, or incomplete information material to service delivery;
    • Client engages in illegal activities or violations of UAE laws and regulations;
    • Client breaches confidentiality obligations or misuses Theta7's proprietary information;
    • Client behaviour toward Theta7 staff becomes abusive, threatening, or unprofessional.

9.1.2 Client may terminate this Agreement:

• • • With sixty (60) days written notice for convenience, subject to completion of work in progress;
    • Immediately for material breach by Theta7 that remains uncured after thirty (30) days written notice;
    • For failure of Theta7 to maintain required professional licenses or insurance coverage;
    • For assignment of Agreement without consent where consent is required;
    • For insolvency or cessation of business operations by Theta7.

9.1.3 Termination procedures require:

• • • Written notice delivered to the registered address or confirmed email address;
    • Specification of termination grounds and effective date;
    • Settlement of all outstanding fees and expenses through the termination date;
    • Return of Client property and confidential information;
    • Completion or orderly wind-down of services in progress.

9.2 Suspension of Services

9.2.1 Theta7 may suspend services without terminating the Agreement for:

• • • Non-payment of invoices beyond fifteen (10) days of due date;
    • Client failure to provide required information or documentation after reasonable notice;
    • Authority-requested documentation delays that prevent service continuation;
    • Regulatory investigations or inquiries requiring suspension of activities;
    • Professional conduct concerns requiring investigation and resolution.

9.2.2 Suspension procedures include:

• • • Written notice of suspension with specification of cure requirements;
    • Reasonable opportunity for Client to remedy the suspension cause;
    • Continuation of time-sensitive compliance obligations where possible;
    • Regular review of suspension status and cure progress;
    • Prompt resumption of services upon cure of suspension grounds.

9.2.3 Suspension consequences may include:

• • • Accumulation of late fees and interest on overdue amounts;
    • Potential compliance gaps and regulatory filing delays;
    • Additional costs for expedited services upon resumption;
    • Risk of regulatory penalties or sanctions for missed deadlines;
    • Possible termination if suspension causes remain uncured for sixty (60) days.

9.3 Post-Termination Obligations

9.3.1 Upon termination, Theta7 shall:

• • • Complete all services in progress where feasible and appropriate;
    • Provide final reports and deliverables for completed work;
    • Return Client documents and materials in Theta7's possession;
    • Provide reasonable transition assistance to successor service providers;
    • Maintain confidentiality of Client information per ongoing obligations.

9.3.2 Upon termination, Client shall:

• • • Pay all outstanding fees and expenses through the termination date;
    • Return any Theta7 proprietary materials and confidential information;
    • Provide proper authorisation for transition assistance to successor advisors;
    • Assume full responsibility for ongoing compliance and regulatory obligations;
    • Release Theta7 from all further obligations except those specifically surviving termination.

9.3.3 Surviving obligations include:

• • • Confidentiality and non-disclosure obligations;
    • Payment of accrued fees and expenses;
    • Professional Indemnity Insurance coverage for services previously provided;
    • Record retention requirements per regulatory mandates;
    • Cooperation in resolution of claims or disputes arising from the terminated relationship.

10. GOVERNING LAW AND JURISDICTION

10.1 Applicable Law

10.1.1 This Agreement shall be governed by and construed in accordance with the laws of the United Arab Emirates, including:

• • • UAE Federal Law and Constitutional provisions;
    • UAE Commercial Companies Law and Corporate Regulations;
    • UAE Federal Tax Authority Laws and Regulations;
    • Dubai International Financial Centre (DIFC) Laws where applicable;
    • Abu Dhabi Global Market (ADGM) Regulations, where applicable.

10.1.2 International standards and practices may be considered for:

• • • Professional service delivery standards and best practices;
    • International Financial Reporting Standards (IFRS) application;
    • International Standards on Auditing (ISA) compliance;
    • OECD guidelines for transfer pricing and international tax matters;
    • Professional ethics and conduct standards.

10.2 Dispute Resolution

10.2.1 Any dispute arising from or relating to this Agreement shall be resolved through the following escalation process:

• • • Good faith negotiation between designated representatives of both parties for thirty (30) days;
    • Or mediation through a qualified UAE mediator or mediation service for sixty (60) days;
    • Option for Arbitration through the Dubai International Arbitration Centre (DIAC) or DIFC-LCIA Arbitration Centre;
    • Court proceedings only for matters not suitable for arbitration or where interim relief is required.

10.2.2 Arbitration procedures shall follow:

• • • DIAC Arbitration Rules or DIFC-LCIA Arbitration Rules as elected by Theta7;
    • Single arbitrator for claims under AED 1,000,000, three arbitrators for larger claims;
    • English language proceedings with UAE law governing substantive matters;
    • Dubai as the seat of arbitration with enforcement through UAE courts;
    • Expedited procedures for claims under AED 100,000 where available.

10.2.3 Jurisdiction and court proceedings:

• • • UAE Courts have exclusive jurisdiction for matters not subject to arbitration;
    • Dubai Courts have jurisdiction for Theta7's Dubai operations;
    • Abu Dhabi Courts have jurisdiction for Theta7's Abu Dhabi operations;
    • DIFC Courts have jurisdiction for DIFC-related matters where applicable;
    • Interim relief and emergency measures may be sought from appropriate courts pending arbitration.

11. CONFIDENTIALITY AND DATA PROTECTION

11.1 Confidentiality Obligations

11.1.1 Both parties acknowledge that they may have access to confidential information including:

• • • Business plans, financial information, and operational details;
    • Client lists, customer information, and commercial relationships;
    • Proprietary methodologies, processes, and professional techniques;
    • Regulatory strategies and compliance approaches;
    • Personal information of directors, shareholders, and beneficial owners.

11.1.2 Confidentiality obligations require that each party:

• • • Maintain strict confidentiality of all confidential information received;
    • Use confidential information only for the purpose of performing obligations under this Agreement;
    • Limit access to confidential information to employees and agents with legitimate need to know;
    • Implement appropriate security measures to protect confidential information;
    • Return or destroy confidential information upon termination of the Agreement.

11.1.3 Permitted disclosures include:

• • • Disclosure required by law, regulation, or court order;
    • Disclosure to professional advisors bound by confidentiality obligations;
    • Disclosure with prior written consent of the disclosing party;
    • Disclosure of information that becomes publicly available through no breach of confidentiality;
    • Disclosure necessary for enforcement of rights under this Agreement.

11.2 Data Protection and Privacy

11.2.1 Theta7 complies with applicable UAE data protection laws and regulations including:

• • • UAE Federal Decree-Law No. 45 of 2021 on Personal Data Protection;
    • Dubai Data Law and Abu Dhabi Data Protection Regulations;
    • DIFC Data Protection Law where applicable;
    • International data protection standards for cross-border data transfers;
    • Professional standards for client confidentiality and data security.

11.2.2 Data processing activities include:

• • • Collection and processing of personal data for service delivery;
    • Storage and retention of client files and records per regulatory requirements;
    • Transmission of data to Authorities for regulatory compliance;
    • Sharing of information with authorised third-party service providers;
    • Backup and security measures for data protection and business continuity.

11.2.3 Client rights and protections include:

• • • Right to access personal data held by Theta7;
    • Right to correction of inaccurate or incomplete data;
    • Right to deletion of data where legally permissible;
    • Right to data portability for electronic records;
    • Right to object to processing where, legally permissible.

1. 1. 12. AMENDMENTS AND UPDATES

12.1 Agreement Modifications

12.1.1 These Terms and Conditions may be amended only by:

• • • Written agreement signed by authorised representatives of both parties;
    • Updated terms provided with sixty (60) days advance notice for annual renewals;
    • Emergency amendments required by regulatory changes with reasonable notice;
    • Service-specific amendments documented in separate engagement letters;
    • Fee adjustments processed in accordance with Clause 4.4.

12.1.2 Amendment procedures require:

• • • Clear specification of changes and effective dates;
    • Written acceptance by Client for material changes;
    • Documentation of amendment rationale and regulatory requirements;
    • Updated Agreement execution where substantial changes are made;
    • Notice to all affected personnel and stakeholders.

13. FORCE MAJEURE

13.1 Force Majeure Events

13.1.1 Neither party shall be liable for delays or failures in performance due to events beyond reasonable control including:

• • • Natural disasters, epidemics, pandemics, and public health emergencies;
    • Government actions, regulatory changes, and legal prohibitions;
    • War, terrorism, civil unrest, and political instability;
    • Labor strikes, transportation disruptions, and infrastructure failures;
    • Technology failures, cyber attacks, and communication system breakdowns.

13.1.2 Force majeure procedures require:

• • • Prompt written notice of force majeure event and expected impact;
    • Reasonable efforts to minimise delays and mitigate consequences;
    • Regular updates on status and expected resolution;
    • Resumption of normal performance as soon as reasonably practicable;
    • Equitable adjustment of timelines and performance obligations.

13.2 Allocation of Risk and Responsibility

13.2.1 During force majeure events:

• • • Both parties are excused from performance obligations to the extent affected;
    • Deadlines and delivery dates are extended for the duration of the event;
    • Additional costs resulting from force majeure are allocated based on circumstances;
    • Alternative performance methods are implemented where feasible;
    • Communication and coordination are maintained to minimise disruption.

13.2.2 Post-force majeure recovery includes:

• • • Assessment of impact on ongoing projects and commitments;
    • Revision of timelines and performance schedules;
    • Implementation of lessons learned and improved contingency planning;
    • Documentation of force majeure impact and resolution;
    • Return to normal service levels and performance standards.

14. CONTACT AND NOTICES

14.1 Official Communication Addresses

Theta7 Group:

• • • Registered Address: [UAE Registered Address]
    • Email: info@theta7.ae
    • Website: https://theta7.ae
    • Phone: [UAE Contact Number]

For Legal Notices:

• • • Address: [Legal Notice Address]
    • Email: legal@theta7.ae
    • Attention: Managing Director

14.2 Notice Requirements

14.2.1 All formal notices must be:

• • • Delivered in writing by email with read receipt or by registered mail;
    • Addressed to the designated contact person or legal department;
    • Clearly marked as formal notice with reference to Agreement provisions;
    • Followed up with telephone confirmation where urgent;
    • Deemed delivered upon confirmed receipt or three (3) business days after mailing.

15. MISCELLANEOUS PROVISIONS

15.1 Entire Agreement

15.1.1 These Terms and Conditions, together with any signed engagement letters, service proposals, and statements of work, constitute the entire agreement between the parties and supersede all prior negotiations, representations, and understandings.

15.2 Severability

15.2.1 If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to achieve the closest permissible legal effect to the original intention.

15.3 Assignment

15.3.1 This Agreement may not be assigned by either party without written consent, except that Theta7 may assign to affiliated entities or in connection with business reorganisation with advance notice to Client.

ACKNOWLEDGMENT AND ACCEPTANCE

By engaging Theta7's services, Client acknowledges having read, understood, and agreed to be bound by these Terms and Conditions in their entirety.

**TICK BOX on website ideally. Option to download a copy.**

Effective Date: [Date on Form]
Last Updated: [Date on Amendment]
Version: 3.0

THETA7 GROUP
Licensed by: UAE Ministry of Economy
FTA Registration: [Number]
Professional Indemnity Insurer: [Insurer Details]
Audit License: AuditCo Times Auditors L.L.C