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Terms of Business

Noura Almaazmi Advocates & Legal Consultancy · Document Ref: NAA-TOB-001 · Effective 22 April 2026 · Version 1.1

Note: These Terms of Business apply generally to all engagements. Where an Engagement Letter has been issued for a specific matter, its terms prevail over these Terms of Business in case of conflict. Fee and payment terms are governed by the Fee Proposal and Engagement Letter for the specific matter.

1. Noura Almaazmi Advocates & Legal Consultancy

  1. These Terms of Business ("Terms"), together with any accompanying Engagement Letter, set out the basis on which Noura Almaazmi Advocates & Legal Consultancy, a law firm licensed in the Emirate of Dubai, UAE ("we", "us", the "Firm"), provides legal services.
  2. These Terms apply to all matters on which you retain us unless otherwise expressly agreed in writing. In case of conflict, the Engagement Letter prevails.
  3. The Firm acts in accordance with these Terms, subject always to applicable legal and professional conduct rules including those of the UAE Ministry of Justice, the Dubai Legal Affairs Department, the DIFC Authority, and the ADGM Registration Authority, as applicable.

2. Services

  1. The scope of services will be agreed at the outset and confirmed in the Engagement Letter. Services may only be varied by mutual written agreement.
  2. Our services are provided solely for the benefit of the client named in the Engagement Letter. Related entities, affiliates, directors, officers, employees, and shareholders are not our clients unless expressly agreed.
  3. You may not assign or transfer any rights or obligations under these Terms or any Engagement Letter without our prior written consent. No third party shall have any right to enforce these Terms.
  4. We will provide advice in relation to the specific matter described. You should not rely on that advice in other circumstances without our prior written confirmation.
  5. We will rely on the facts and documents you provide. You confirm all information is complete, accurate, current, and lawfully obtained.
  6. You will ensure we have timely access to your authorised representatives and decision-makers as required.
  7. Unless expressly instructed in writing, we are under no obligation to file any appeal against any judgment or award. Express written instructions and applicable fees must be received before we will act.
  8. Notwithstanding any power of attorney granted to us, we will not be deemed to represent you unless we have expressly agreed to do so in a written Engagement Letter.

3. Account Manager

  1. Every client is assigned a dedicated Account Manager for all administrative, billing, and communications matters; confirmed in the Engagement Letter.
  2. The Account Manager ensures continuity and coordinates with the legal team; all instructions and queries go through them first.
  3. The Firm will notify you promptly of any change to your designated Account Manager.

4. Basis of Charges

  1. Fee Arrangements. We may agree to charge on any of the following bases, as specified in the Engagement Letter:
    • Fixed Fee (Lump Sum): a single agreed fee for the full scope of Services, exclusive of disbursements and VAT;
    • Hourly Rate: professional time charged at the applicable hourly rate of each fee earner involved;
    • Retainer: a periodic fixed retainer for ongoing advisory services; or
    • Hybrid: a combination of the above, as specified in the Engagement Letter.
  2. Where hourly rates apply, prevailing rates will be disclosed in the Engagement Letter. Rates are reviewed periodically and may be adjusted on 30 days' written notice.
  3. Time spent reviewing files, conferring with co-counsel (with your consent), attending meetings, travelling to hearings, and coordinating multi-jurisdictional advice is chargeable at prevailing hourly rates where an hourly basis applies.
  4. Translation work will be outsourced to qualified professional translators. Fee earner review of translated documents may be charged at prevailing hourly rates. In case of ambiguity, the original Arabic source prevails.
  5. Out-of-pocket expenses (court filing fees, overseas counsel, expert fees, notarisation, courier, translation, travel, and similar costs) will be charged at cost.
  6. You may limit our fees and expenses by express written notice. You remain responsible for all fees and costs incurred up to the date of notification.
  7. We may charge for time and costs involved in responding to data subject access requests from third parties in connection with any matter on which we act or have acted. This obligation survives termination.
  8. We will spend up to one hour free of charge in preliminary meetings or correspondence before you agree to our Terms, to discuss the Terms, demonstrate our capability, and conduct a conflict of interest search.

5. Payment of Invoices

  1. Invoices will be rendered in UAE Dirhams (AED). Payment is accepted in AED or USD.
  2. Unless a fixed-fee payment schedule applies, we will invoice monthly or upon completion of significant milestones. Invoices must be queried within 14 days; failure to query shall be deemed acceptance.
  3. Payment is due no later than 30 days after invoice date, or within such shorter period as specified in the Engagement Letter. Undisputed balances remain due within 30 days even if part of the invoice is queried.
  4. You are solely responsible for payment of our invoices, regardless of any third-party reimbursement arrangement.
  5. If any undisputed amount remains unpaid more than 30 days after invoice date, we may: (a) suspend work on this and any other matter; (b) retain all files and documents pending payment; and (c) commence legal proceedings for recovery in the DIFC Courts or any other court of competent jurisdiction, and / or instruct a collections agency.
  6. Where we hold money for you (on account or otherwise, including award proceeds), we may apply it toward outstanding invoices. We will inform you when this occurs. We are not required to pay interest on client monies held.
  7. We do not accept cash payments or payments in cryptocurrency.

6. Withholding, Deductions and Taxes

  1. Our fees are payable free of any withholding, deduction, or bank charges. If a withholding is legally required, the invoice total shall be grossed up so that we receive the full invoiced amount net.
  2. UAE VAT and any similar tax imposed on our fees or expenses shall be payable by you in addition to our fees, at the applicable rate.

7. Conflicts of Interest & Confidential Information

  1. We will not act for any other party in the same matter in which we act for you without your express written consent.
  2. Where we are not engaged on a specific matter to which you are a party, we are free to act for other clients in that matter, notwithstanding any general relationship with you.
  3. If you are part of a group of companies, conflict protections extend to all group entities provided you supply us with a complete list. We will not be responsible if we act against an undisclosed group entity.
  4. We may act for other clients (including commercial competitors) in matters not substantially related to our current work for you, provided we have not obtained material confidential information that could be used to your disadvantage.
  5. In debt recovery or creditor matters, we reserve the right to represent multiple creditor clients against the same debtor, provided no conflict of interest arises.
  6. We owe a duty of confidentiality to all clients. We will not disclose your confidential information to other clients without consent. We will not be obliged to disclose to you information provided in confidence by another client. We will not be obliged to hand over 'without prejudice' correspondence unless required by law.
  7. You consent to disclosure of your confidential information on a need-to-know basis to: (a) our staff and consultants working on your matter; (b) our auditors and insurers; (c) courts, regulatory bodies, and law enforcement; (d) support service providers under confidentiality obligations; and (e) debt collection agents.
  8. You consent to us identifying you as a client for legitimate marketing and profile purposes, subject to appropriate confidentiality.
  9. You consent to us using documentation and information you provide for: client administration, exercising our rights under these Terms, professional attendance on your matters, and marketing our services to you.

8. Data Protection

  1. We act as a data controller in providing our legal services. We process personal data in accordance with applicable UAE data protection laws, including: UAE Federal Decree-Law No. 45 of 2021 (PDPL); DIFC Data Protection Law (DIFC Law No. 5 of 2020); and ADGM Data Protection Regulations 2021, as applicable.
  2. We implement appropriate technical and organisational security measures to protect personal data against unauthorised access, loss, or damage. Our Privacy Policy is available on request.
  3. To the extent you provide personal data relating to individuals within your organisation, you warrant that you have obtained the necessary consent or authority.
  4. It may be necessary to share personal data with service providers and professional advisers in connection with our services, subject to appropriate safeguards including standard contractual clauses or binding corporate rules.

9. Anti-Bribery & Anti-Corruption

  1. We comply fully with all applicable anti-bribery and anti-corruption laws, including UAE Federal Law No. 11 of 2021 and applicable international standards. We will not make or receive improper payments or gifts in connection with our services.

10. Liability for Costs in Contentious Proceedings

  1. If you engage us in litigation or arbitration, you should be aware that:
    • If unsuccessful, you may be ordered to pay the other side's costs in addition to your own;
    • Even if successful, the other side may not be ordered to pay all of your costs, or may be unable to pay; and
    • Enforcement of any judgment or award may require additional proceedings and costs, with a risk that the award debtor cannot satisfy the award.

11. Limitation of Liability

  1. Unless otherwise agreed in writing, our aggregate liability to you and all associated persons in respect of all claims arising out of or in connection with this engagement (in contract, negligence, breach of duty, misrepresentation, or otherwise) shall be limited to the total fees paid by you under the relevant Engagement Letter.
  2. We shall not be liable for any indirect, consequential, special, or economic loss, loss of profit, loss of revenue, or loss of business opportunity, even if foreseeable.
  3. Where you have multiple advisers on a matter, our liability shall not increase by virtue of any limitation of liability agreed with another adviser.
  4. All claims against the Firm shall be made solely against the Firm as a legal entity. No claim may be made against any individual advocate, associate, consultant, or employee in their personal capacity, whether on the basis of special relationship or any other basis.
  5. The Firm maintains professional indemnity insurance. Details are available on request.

12. Instructing Third Parties

  1. Where it is necessary to instruct third parties (expert witnesses, overseas counsel, accountants, translators), we will discuss this with you in advance, including suitable candidates and likely costs.
  2. If you instruct other advisers independently or through us, we are not responsible for their advice, services, or fees.

13. Documents & Copyright

  1. Copyright in all original materials generated by us vests in the Firm. You are licensed to use such materials only for the purpose for which they were prepared.
  2. We will retain your matter files (physically or electronically) for six (6) years after the matter is completed. We may then dispose of them in a confidential manner. Extended retention is available at your request at an agreed cost.

14. Electronic Communications

  1. Unless you instruct otherwise, we may communicate with you by email. We accept no responsibility for loss or damage arising from email transmission failures, interception, or technical malfunction.
  2. We may use third-party technology services (document management, deal rooms, bulk data transfer) in providing our services. We conduct reasonable due diligence on such providers but cannot accept liability for their technical failures.

15. Anti-Money Laundering

  1. In compliance with applicable UAE AML legislation (including Federal Decree-Law No. 10 of 2025 on Anti-Money Laundering and Combating the Financing of Terrorism and its implementing regulations), we are required to verify your identity and the identity of any beneficial owners before proceeding with any matter. We cannot commence work until satisfactory KYC documentation is received and our AML checks are complete.

16. Force Majeure

  1. We shall not be in breach of these Terms or liable for any failure or delay in performing our services caused by circumstances beyond our reasonable control (including acts of God, government action, regulatory restrictions, epidemic, pandemic, or cyber incident). We will notify you as soon as reasonably practicable of any such event.

17. Governing Law and Dispute Resolution

  1. Subject always to any different governing law or jurisdiction specified in the Engagement Letter for the relevant matter, these Terms and all Engagement Letters shall be governed by the law of the jurisdiction from which the relevant services are delivered:
    • Dubai (Onshore): Dubai law and applicable UAE Federal law; disputes subject to exclusive jurisdiction of the Dubai Courts (Dubai Law No. 3 of 1992);
    • DIFC matters: DIFC law; disputes subject to exclusive jurisdiction of the DIFC Courts;
    • ADGM matters: ADGM law and applicable Abu Dhabi / UAE Federal law; disputes subject to exclusive jurisdiction of the ADGM Courts; and
    • Arbitration mandates: seat, governing law, and rules as specified in the relevant Engagement Letter (DIAC, ADCCAC, ICC, LCIA, SIAC, or ad hoc).
  2. For recovery of outstanding invoices, we may elect to bring proceedings in any court of competent jurisdiction. You irrevocably submit to such jurisdiction and waive any forum non conveniens objection.
  3. If you have concerns about our services or invoices, please first raise them with the supervising advocate or our Managing Partner. If unresolved, your complaint will be handled under our Complaints Procedure, available on request.

18. Application and Amendments

  1. These Terms apply to all current and future matters on which we are instructed unless otherwise agreed in writing and supersede any earlier agreement between us.
  2. If you retain us as agent for a third party, you confirm you have authority to retain us on these Terms and will immediately advise us of the third party's identity.
  3. We may amend these Terms by giving you not less than 21 days' written notice. If you do not object in writing within that period, the amended Terms come into effect at the end of that period.

19. Termination

  1. In addition to termination for non-payment under Clause 5.5, we reserve the right to cease acting at our discretion if:
    • Continuing to act would breach our professional conduct obligations or any applicable law or regulation;
    • A sanctions issue arises; or
    • There is a material and irreparable breakdown in the working relationship.
  2. We will endeavour to resolve any issue with you before exercising this right, and will cooperate in an orderly handover of your file subject to receipt of all outstanding amounts.

These Terms of Business are issued by Noura Almaazmi Advocates & Legal Consultancy, Dubai, UAE. Document Ref: NAA-TOB-001 · Classification: Confidential. A printable PDF is available via your browser's "Print → Save as PDF" function.

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