Terms and Conditions
1 Definitions and Interpretation
1.1 Definitions
1.1.1 For the purposes of these Additional Terms and Conditions (“Terms” or “Agreement”), which form a binding agreement between the Client and the Company (as hereinafter defined), unless the context otherwise requires or as expressly stated otherwise, the following expressions, words, and phrases shall have the respective meanings set forth below. These definitions apply throughout these Terms, regardless of whether such words are capitalised, used in the plural or singular, or appear in the body, annexes, appendices, schedules, or supplemental documents. The inclusion of these definitions is for the avoidance of doubt, to promote clarity, and to ensure that all parties understand their rights and obligations in the context of the relationship contemplated herein:
1.2 “Company”, “We”, “Us”, “Our”
1.2.1 Shall refer to Flettons Group LLC, a company legally incorporated and existing under the laws of the United Arab Emirates, with formation number 2527270, having its registered office and principal place of business at Meydan Grandstand, 6th Floor, Meydan Road, Nad Al Sheba, Dubai, United Arab Emirates (U.A.E.), and, where the context permits, any permitted assigns, subsidiaries, affiliates, successors, or licensees thereof.
1.3 “Client”, “You”, “Your”, “Customer”, “End User”
1.3.1 Means any natural person, legal entity, business, partnership, trust, company, organisation, institution, or association (whether incorporated or unincorporated) that enters into an agreement, transaction, or engagement for the use, receipt, or benefit of any of the Services (as defined herein), whether directly or indirectly, whether as principal, agent, or representative, and includes, for the avoidance of doubt, any authorised representatives, nominees, or third parties acting on behalf of the primary contracting party.
1.4 “Services”
1.4.1 Refers to all agency, administration, facilitation, customer support, digital products, website access, account management, communication, document processing, technical support, information provision, consultancy, booking coordination, payment handling, introductions, technology solutions, and any other products, deliverables, or ancillary services offered, rendered, supplied, provided, or made available by the Company to the Client, as described on the Company’s website, through its platforms, in promotional or informational materials, or as otherwise notified from time to time.
1.5 “Regulated Service Provider”, “Surveyor”, or “Third-Party Supplier”
1.5.1 Means any independent professional, firm, or company duly licensed, accredited, or regulated in the relevant jurisdiction (including but not limited to RICS-regulated surveyors or other regulated professionals) that is solely responsible for the provision, performance, and outcome of regulated, licensed, or professional services to the Client. For the avoidance of doubt, Flettons Group LLC does not itself provide any regulated, licensed, or professional surveying services.
1.6 “Brand”, “Logo”, “Trademark”, “Trade Name”, “Flettons Brand”
1.6.1 Means, collectively and individually, all registered and unregistered trademarks, trade names, service marks, brand names, domain names, logos, graphic representations, stylisations, business identities, design elements, and other intellectual property associated with the name “Flettons” and related logos, designs, branding materials, and identifiers, which are the exclusive property of Flettons Group LLC and are licensed to other parties strictly under the terms of separate written licensing agreements.
1.7 “Intellectual Property Rights”, “IP”
1.7.1 Means all present and future rights of any nature anywhere in the world conferred by statute, common law, or equity in or in relation to copyright, patents, trademarks, trade names, service marks, business names, logos, get-up, goodwill, trade secrets, know-how, designs, design rights, utility models, database rights, domain names, rights in confidential information, and all other intellectual property or proprietary rights, whether registered or unregistered, and all applications, renewals, extensions, and rights to apply for the same.
1.8 “Third Party Supplier”, “Third Party”, “Partner”
1.8.1 Refers to any person, firm, company, or other entity, whether incorporated or unincorporated, that is not controlled by, under common control with, or a subsidiary of the Company, which provides goods, services, professional advice, consultancy, products, or any regulated or unregulated activities to the Client, either in connection with the Services or independently.
1.9 “Website”, “Platform”, “Digital Portal”
1.9.1 Means any internet domain, mobile application, digital interface, web-based portal, or online platform operated, managed, maintained, hosted, or controlled (directly or indirectly) by or on behalf of the Company, including but not limited to any associated subdomains, APIs, or software provided by the Company for the purposes of delivering the Services.
1.10 “User Account”, “Account”, “Profile”
1.10.1 Means any online, digital, or physical account, registration, login credential, user profile, authentication method, or other mechanism used by the Client (or their representative) to access, use, or interact with the Services, the Website, or any related technology or platform offered by the Company.
1.11 “Agreement”, “Terms”, “Contract”, “Engagement”
1.11.1 Means these Additional Terms and Conditions, as amended, varied, supplemented, or replaced from time to time, together with any incorporated schedules, annexes, appendices, Service-Specific Terms, privacy policies, acceptable use policies, data processing agreements, or any other policy, statement, notification, or document expressly referenced or incorporated herein.
1.12 “Law”, “Applicable Law”, “Regulation”, “Regulatory Requirement”
1.12.1 Means all laws, statutes, ordinances, rules, regulations, codes, standards, guidelines, or other binding requirements or directives of any governmental, regulatory, or professional authority with jurisdiction over the Company, the Client, or the Services, including but not limited to the laws of the United Arab Emirates, the laws of England and Wales (where relevant), and any applicable international laws.
1.13 “Notice”, “Notification”, “Written Notice”
1.13.1 Means any formal communication, instruction, demand, or request delivered in accordance with the procedures set forth in these Terms, whether by post, courier, electronic mail, secure online portal, or other method agreed by the parties.
1.14 “Personal Data”, “Personal Information”, “Data Subject”
1.14.1 Means any information relating to an identified or identifiable natural person, as further defined under applicable data protection laws, including but not limited to names, addresses, contact details, payment information, IP addresses, device identifiers, and any data collected, processed, or stored in connection with the Services.
1.15 “Force Majeure”, “Acts of God”
1.15.1 Refers to any event or circumstance beyond the reasonable control of the affected party, including but not limited to war, terrorism, civil commotion, acts of God, fire, flood, pandemic, governmental action, embargo, industrial dispute, technological failure, or any similar event.
1.16 “Subcontractor”, “Delegate”, “Assignee”
1.16.1 Means any third party engaged, appointed, delegated, or assigned by the Company to perform or fulfil any part of the Services, obligations, or duties described in these Terms, whether in whole or in part.
1.17 “Client Representative”, “Authorised Person”, “Nominee”
1.17.1 Means any natural person or legal entity duly authorised, appointed, or nominated by the Client to act on their behalf in dealings, transactions, communications, or instructions related to the Services.
1.18 “Schedule”, “Annex”, “Appendix”, “Policy”
1.18.1 Means any document, attachment, addendum, supplementary term, or policy document expressly referenced or incorporated into these Terms.
1.19 Interpretation
1.19.1 Headings and section numbers are for reference and convenience only and shall not affect the meaning, construction, or interpretation of these Terms.
1.19.2 Words importing the singular include the plural and vice versa; words importing a gender include all genders; references to persons include bodies corporate, unincorporated associations, partnerships, trusts, and individuals.
1.19.3 Any phrase introduced by the terms “including,” “include,” “such as,” or “for example” shall be illustrative and shall not limit the sense of the words preceding those terms.
1.19.4 Unless otherwise specified, references to statutes, statutory provisions, or regulations are to those in force in the United Arab Emirates or, where the context requires, in England and Wales or other relevant jurisdictions, and shall be construed as including any amendments, extensions, re-enactments, or replacements thereof from time to time.
1.19.5 References to a document, agreement, or instrument shall be construed as references to such document as amended, supplemented, varied, or novated from time to time.
1.19.6 The use of the words “will,” “shall,” “must,” and “undertakes” indicate mandatory obligations on the relevant party; the use of “may,” “can,” or “at its discretion” indicates permissive rights.
1.19.7 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
1.1 Precedence and Severability
1.19.8 In the event of a conflict, ambiguity, or inconsistency between these Additional Terms and any Service-Specific Terms, annexes, or incorporated documents, the order of precedence shall be as follows: (a) Service-Specific Terms; (b) these Additional Terms; (c) annexes, appendices, or schedules; (d) Company policies; (e) Website statements; (f) oral representations.
1.19.9 If any provision of these Terms (in whole or in part) is found to be illegal, invalid, void, or unenforceable under applicable law, such provision shall, to the extent required, be deemed deleted or modified so as to be enforceable, and the remaining provisions shall remain in full force and effect.
2 Service Description and Scope of Agency
2.1 2.1. General Overview of Services
2.1.1 The Company is engaged in the business of providing, through its brand, platform, and affiliated channels, a wide range of digital, administrative, agency, and facilitation services to Clients, which may include but are not limited to: service coordination, customer liaison, administrative processing, payment handling, digital platform access, introductions to third parties, account management, scheduling, and any other ancillary or supportive functions that facilitate the Client’s access to regulated and non-regulated professional services.
2.1.2 The Company operates as a digital and physical facilitator, agent, intermediary, administrator, and service aggregator, offering both automated and manual solutions to enable Clients to obtain, manage, and optimise access to third-party service providers, including (but not limited to) regulated surveyors, consultants, technical experts, property professionals, and associated specialists.
2.1.3 The Services provided by the Company are designed to streamline, enhance, and simplify the process of identifying, instructing, contracting with, and managing relationships with third-party service providers. The Company acts as a point of contact, support, and assistance throughout the Client journey, providing guidance on available options, responding to queries, and delivering administrative and technical support.
2.1.4 For the avoidance of doubt, the Company’s role is strictly limited to the provision of agency, administration, introduction, support, payment handling, facilitation, and digital platform services as described in these Terms and any Service-Specific Terms. The Company does not itself undertake, perform, or warrant any regulated surveying, engineering, legal, architectural, property valuation, or other professional activities that require government, regulatory, or professional accreditation, unless expressly stated in writing and undertaken by an appropriately licensed entity.
2.2 Agency and Facilitation Role
2.2.1 The Company, acting in its capacity as agent, administrator, or facilitator, may perform any or all of the following non-exhaustive functions for or on behalf of the Client:
(1) Receiving and processing requests, bookings, orders, and instructions from the Client relating to third-party professional services;
(2) Coordinating communications between the Client and third-party service providers;
(3) Handling payments, deposits, refunds, or disbursements as required in connection with bookings or services facilitated by the Company;
(4) Assisting in the collection, collation, transmission, and storage of documents, information, forms, and other materials necessary for the provision of services by third-party providers;
(5) Managing the creation, modification, or cancellation of bookings, orders, or service instructions as instructed by the Client and subject to the policies of third-party suppliers;
(6) Providing digital platform access, customer support, status updates, notifications, and other digital services to facilitate the Client’s experience and ensure the orderly administration of services;
(7) Offering informational guidance, FAQs, template documents, instructional content, and similar resources to support the Client’s understanding of available options, processes, and requirements.
2.2.2 The Company does not guarantee or warrant the availability, suitability, competence, or regulatory status of any third-party service provider introduced, listed, or recommended to the Client. All selection and engagement of such providers is at the Client’s own risk and discretion, and the Client is responsible for conducting all necessary due diligence, verification, and assessment of suitability.
2.2.3 Any professional, technical, or regulated advice, opinion, assessment, report, inspection, valuation, or similar deliverable provided to the Client shall be deemed to have been delivered solely by the independent third-party supplier or regulated entity engaged by the Client, not by the Company, unless explicitly stated otherwise in a separate written agreement.
2.2.4 The Company is not a party to, nor does it accept any liability or responsibility for, the contract or engagement between the Client and any third-party supplier. The Client’s contractual relationship with any such third party is governed exclusively by the terms, conditions, warranties, and policies imposed by the third party, and the Company disclaims all liability for non-performance, breach, or negligence of third parties.
2.3 Digital Platform and Technology Services
2.3.1 The Company may provide, operate, or maintain one or more digital platforms, websites, portals, mobile applications, online dashboards, or other technological solutions (collectively, “Platforms”) for the purposes of delivering, managing, or supporting the Services described in these Terms.
2.3.2 Access to the Company’s Platforms may be granted to Clients for the purpose of:
(1) Registering for and creating user accounts;
(2) Submitting requests, instructions, or documentation;
(3) Managing bookings, appointments, and service engagements;
(4) Tracking order status, receiving notifications, and accessing updates or communications;
(5) Making payments, reviewing invoices, and accessing account statements;
(6) Downloading, uploading, or reviewing documents, reports, or other deliverables.
2.3.3 The Company may, at its discretion, enhance, update, modify, suspend, discontinue, or otherwise change any aspect of the Platforms, including but not limited to features, design, content, access protocols, security measures, or functionality, without prior notice to the Client.
2.3.4 The Client acknowledges and agrees that use of the Platforms is subject to these Terms, any additional platform-specific or website terms of use, acceptable use policies, and any technical or security requirements imposed by the Company.
2.3.5 The Company may make available technical support, user guides, FAQs, or customer service resources to assist Clients in accessing and using the Platforms, but does not guarantee uninterrupted access, performance, or freedom from technical errors, bugs, or security vulnerabilities.
2.4 No Regulated Advice or Professional Services
2.4.1 Unless expressly and unambiguously stated in a specific written agreement executed by an appropriately licensed entity, the Company does not provide, purport to provide, or hold itself out as providing any of the following:
(1) Regulated surveying, engineering, architectural, valuation, legal, financial, tax, or other professional services that require licensure, accreditation, professional indemnity insurance, regulatory oversight, or governmental approval under the laws of any jurisdiction;
(2) Authoritative advice, expert opinion, or certified reporting required by law, professional bodies, or regulatory authorities;
(3) Site inspections, property visits, technical evaluations, or any activity that involves on-site presence or the exercise of regulated professional judgment.
2.4.2 Where any part of the Services described herein is regulated by law or professional standards, such activity shall only be carried out by a third party (as defined above) or another appropriately qualified and regulated entity, operating entirely independently from the Company except as to matters of administration, introduction, or facilitation.
2.4.3 The Client acknowledges that all statements, information, recommendations, or support provided by the Company or via its Platforms are provided for general informational and administrative purposes only and do not constitute professional advice, certification, or a substitute for independent professional judgment. The Client agrees to seek their own independent advice before relying on any information or service facilitated by the Company.
2.5 Scope and Limitations of Responsibility
2.5.1 The Company’s obligations to the Client are strictly limited to those expressly stated in these Terms and any relevant Service-Specific Terms. The Company shall not be responsible for:
(1) The performance, quality, legality, accuracy, or timeliness of services provided by third parties;
(2) Losses, damages, claims, or liabilities arising from the acts, omissions, or negligence of third-party service providers;
(3) Any indirect, consequential, special, or punitive damages arising out of or related to the use of the Services or Platforms, regardless of the basis of liability.
2.5.2 Any warranties, undertakings, representations, or service guarantees relating to regulated professional services are made exclusively by the entity providing those services, and the Company expressly disclaims any liability in respect of the same.
2.5.3 The Company may, from time to time, review, update, or modify its administrative processes, service scope, or platform functionality to comply with applicable law, improve user experience, or respond to market conditions, without prior notice to the Client.
2.6 Ancillary and Value-Added Services
2.6.1 In addition to its core agency, administration, and facilitation functions, the Company may offer, at its sole discretion, supplementary or value-added services to Clients, such as:
(1) Digital storage or archiving of documents;
(2) Secure messaging and communications;
(3) Reminders, follow-ups, or notifications for key deadlines or events;
(4) General information resources, blog content, or guides;
(5) Referral programs, discounts, promotional offers, or loyalty schemes.
2.6.2 The availability, terms, and features of any ancillary or value-added service are subject to change, withdrawal, or amendment at the Company’s discretion and may be governed by separate terms or policies as notified to the Client.
3 User Account Registration, Access, and Security
3.1 Account Creation and Registration Procedures
3.1.1 In order to access certain Services, Platforms, or features provided by the Company, the Client may be required to create, register, activate, or maintain a User Account through the Company’s website, mobile application, digital platform, or other registration channel as specified by the Company.
3.1.2 The Client agrees and undertakes to provide accurate, current, truthful, and complete information during the registration process, including but not limited to name, contact details, email address, identification information, payment details, and any other information requested by the Company for account setup or verification purposes.
3.1.3 The Client is solely responsible for ensuring that all information submitted during registration remains accurate, up-to-date, and complete for the duration of their relationship with the Company. The Client agrees to promptly update or correct any information that becomes inaccurate, incomplete, or outdated.
3.1.4 The Company reserves the right, at its sole and absolute discretion, to request additional documentation, identification, verification materials, or supporting information from the Client or their representatives at any time, and to refuse, suspend, or terminate the creation or maintenance of any User Account without giving reasons.
3.1.5 By creating a User Account, the Client consents to the collection, storage, processing, and use of their personal data and other submitted information in accordance with the Company’s Privacy Policy and any applicable data protection laws or regulations.
3.2 Access Credentials, Security Measures, and Authentication
3.2.1 Upon successful registration, the Client may be issued with, or required to create, access credentials, including but not limited to usernames, passwords, PIN codes, authentication tokens, digital certificates, biometric identifiers, or multi-factor authentication (MFA) methods (“Access Credentials”).
3.2.2 The Client is solely responsible for maintaining the confidentiality, integrity, and security of all Access Credentials associated with their User Account and for all activities, transactions, or communications that occur under their Account, whether authorised or unauthorised.
3.2.3 The Client must not, under any circumstances, share, disclose, transfer, assign, or make available their Access Credentials to any other person, party, or entity, except as expressly permitted in writing by the Company.
3.2.4 The Company may, at its discretion, require periodic updates or resets of Access Credentials, implement enhanced security measures, or require the use of additional authentication factors to protect the integrity and security of the User Account.
3.2.5 The Company is not responsible for any loss, liability, unauthorised access, unauthorised transaction, misuse, or security breach resulting from the Client’s failure to properly secure or protect their Access Credentials.
3.3 Account Use, Activity, and Monitoring
3.3.1 The Client is responsible for all activities, actions, instructions, communications, and transactions conducted through their User Account, whether by the Client, an authorised representative, or any unauthorised third party who gains access due to the Client’s negligence, error, or omission.
3.3.2 The Client agrees to notify the Company immediately, by secure written notice or as otherwise instructed by the Company, upon becoming aware of any suspected or actual unauthorised access, loss, theft, disclosure, compromise, or misuse of their User Account or Access Credentials.
3.3.3 In the event of a suspected or actual breach of account security, the Company may, at its sole discretion, temporarily or permanently suspend, restrict, disable, or terminate the affected User Account, block access to the Platforms, require additional verification procedures, or take any other actions deemed necessary to safeguard the interests of the Client, the Company, and other users.
3.3.4 The Company may, for the purposes of security, quality control, regulatory compliance, or fraud prevention, monitor, record, audit, or log activity on User Accounts, Platforms, and related systems, subject to applicable law and as described in the Company’s Privacy Policy.
3.3.5 The Client acknowledges that access to certain Services or features may be temporarily unavailable, limited, or disrupted in the event of a security incident, ongoing investigation, scheduled maintenance, or as a result of compliance with regulatory requirements or law enforcement requests.
3.4 Multiple Users, Delegation, and Authorisation
3.4.1 Where the Client is a business, organisation, or legal entity, it may request, subject to the Company’s approval, the creation of multiple linked or sub-accounts, assignment of account administrators, or delegation of access rights to authorised representatives, employees, agents, or nominees.
3.4.2 The primary Client and each authorised user are jointly and severally responsible for ensuring that all users of the account comply with these Terms and any applicable policies, and for all actions, transactions, or instructions carried out using the User Account.
3.4.3 The Company may, in its discretion, require separate registration, verification, or acceptance of terms by each authorised user or sub-account holder, and may set limits or restrictions on the number of users, permissions, or access rights granted.
3.5 Suspension, Restriction, and Termination of Accounts
3.5.1 The Company reserves the right, at any time and without liability, to suspend, restrict, deactivate, or terminate any User Account, platform access, or associated services for reasons including but not limited to:
(1) Breach of these Terms or any Company policy;
(2) Suspected, attempted, or actual fraud, money laundering, or unauthorised activity;
(3) Regulatory, legal, or law enforcement requirements;
(4) Technical or security concerns, including risk of data loss, system integrity, or unauthorised access;
(5) Failure to provide required identification or verification information;
(6) Inactivity, non-payment, or prolonged non-use of the Account;
(7) Requests by the Client or their representatives.
3.5.2 The Company will use reasonable efforts to notify the Client of any such suspension, restriction, or termination, unless prohibited by law, regulatory authority, or for reasons of security.
3.5.3 Upon termination of a User Account, the Client will cease all use of the Services and Platforms, and any outstanding fees, charges, or liabilities accrued up to the date of termination shall become immediately due and payable.
3.5.4 The Company may retain, archive, or delete data, communications, records, or content associated with a terminated Account in accordance with its data retention policies, applicable law, or regulatory requirements.
3.6 Client Responsibilities and Best Practices
3.6.1 The Client undertakes to follow best practices for account security, including:
(1) Choosing strong, unique passwords or authentication credentials;
(2) Regularly updating passwords and security settings;
(3) Enabling multi-factor authentication where available;
(4) Ensuring that devices used to access the Platforms are secure, updated, and protected from malware or unauthorised access;
(5) Logging out from the User Account and closing browser sessions after each use, especially when accessing from public or shared devices;
(6) Promptly notifying the Company of any suspicious activity, phishing attempts, or potential compromise of security.
3.6.2 The Client shall not, under any circumstances, attempt to circumvent, disable, defeat, or interfere with any security feature, protocol, or access control mechanism implemented by the Company or its Platforms.
3.6.3 The Client agrees not to use automated scripts, bots, crawlers, or similar technologies to access, interact with, or extract data from the Platforms without the Company’s prior written consent.
3.7 Disclaimers and Limitations
3.7.1 The Company does not guarantee uninterrupted, error-free, or secure access to any User Account, Platform, or Service, and disclaims any liability for loss, unauthorised access, delay, or data corruption caused by factors beyond its reasonable control, including third-party service interruptions, force majeure, or technological failure.
3.7.2 The Client agrees that the use of User Accounts, Access Credentials, and Platforms is at their own risk, and that the Company shall not be liable for any losses, damages, costs, or claims arising from account compromise, unauthorised use, or failure to follow security best practices.
4 Ordering, Bookings, and Transactions
4.1 Initiation of Orders and Bookings
4.1.1 The Client may initiate an order, booking, request, or instruction (“Order”) for Services via the Company’s Website, mobile application, digital platform, telephone, email, in person, or by any other communication channel approved by the Company.
4.1.2 Every Order submitted by the Client constitutes an offer to enter into a contract with the Company for the specified Services. The Company reserves the right to accept or decline any Order at its absolute discretion without obligation to provide reasons.
4.1.3 The Company may, in its discretion, request additional information, clarifications, supporting documents, verification of identity, or other details from the Client before processing, confirming, or fulfilling an Order.
4.1.4 All Orders are subject to availability, eligibility criteria, the Company’s internal policies, and compliance with applicable law. Submission of an Order does not guarantee its acceptance, processing, or fulfilment.
4.1.5 The Client is responsible for ensuring that all information submitted in connection with an Order is accurate, complete, and up-to-date. The Company shall not be liable for any delay, loss, or error resulting from incomplete, inaccurate, or outdated information provided by the Client.
4.2 Confirmation, Acceptance, and Formation of Contract
4.2.1 The Company will notify the Client in writing (including by email, electronic notification, or platform message) of acceptance, rejection, or the need for further information in respect of any submitted Order.
4.2.2 binding contract for the provision of Services is formed only upon the Company’s express written confirmation of the Order (the “Order Confirmation”), at which point these Terms, together with any Service-Specific Terms or policies referenced in the Order Confirmation, will apply in full.
4.2.3 The Company may, in its Order Confirmation, specify details including but not limited to: scope of Services, pricing, applicable taxes, anticipated timelines, payment methods, third-party supplier details, documentation requirements, and any additional conditions.
4.2.4 The Client undertakes to review the Order Confirmation and all referenced terms and notify the Company immediately of any errors, discrepancies, or required amendments. Failure to notify the Company of any issues within twenty-four (24) hours of receipt shall be deemed acceptance of the Order Confirmation as accurate and binding.
4.2.5 The Company reserves the right to withdraw, revise, or cancel an Order Confirmation in the event of material error, fraud, regulatory change, force majeure, or non-compliance by the Client.
4.3 Third-Party Services and Subcontracting
4.3.1 The Company may, as part of fulfilling an Order, introduce, recommend, engage, or contract with third-party suppliers, subcontractors, or professional advisors (“Third Party Suppliers”) on behalf of or for the benefit of the Client.
4.3.2 Where Third Party Suppliers are involved, the Client acknowledges and agrees that:
(1) The contract for the supply of regulated services, such as professional surveying, shall be directly between the Client and the Third Party Supplier and the Company’s role is limited to introduction, administration, and/or payment handling, as applicable.
(2) The Company is not responsible for the acts, omissions, performance, or quality of Third Party Suppliers, and expressly disclaims liability for any failure, error, or negligence of such parties.
(3) Any terms, conditions, warranties, or representations provided by Third Party Suppliers apply exclusively between the Client and those suppliers, and the Client is responsible for reviewing and accepting such terms independently.
4.3.3 The Company may, at its discretion and with or without notice to the Client, substitute one Third Party Supplier for another, appoint additional or replacement subcontractors, or reassign portions of the Services as deemed appropriate for operational, commercial, or compliance reasons.
4.3.4 In the event of a dispute between the Client and a Third Party Supplier, the Company may, but is not obliged to, offer administrative support, guidance, or mediation; however, resolution of such disputes remains the sole responsibility of the parties to the contract in question.
4.4 Changes, Amendments, and Cancellations
4.4.1 The Client may request amendments, changes, rescheduling, or cancellations of an Order by submitting a written request to the Company via the approved communication channels. All such requests are subject to the Company’s approval, availability, policy, and applicable fees.
4.4.2 The Company will use reasonable efforts to accommodate Client requests but is under no obligation to amend or cancel any Order once an Order Confirmation has been issued or a Third-Party Supplier has commenced work or incurred costs. If the Client cancels an order for regulated, licensed, or professional services that has already been arranged or confirmed with a third-party provider, an administration fee of £100 (one hundred pounds sterling) will be deducted from any refund to cover administrative costs and work rendered by the third-party provider. If no appointment or arrangement has been made with a third-party provider, the Client will be eligible for a full refund, less any applicable transaction processing fees (typically 1.5% of the payment amount), to cover payment gateway or merchant charges. All refunds will be processed in the original payment method within a reasonable period following confirmation of cancellation. Once the survey has been performed then no refund will be due.
4.4.3 The Client acknowledges that certain Services, especially those involving regulated third-party suppliers, may not be amendable or cancellable after initiation or may incur significant cancellation or amendment charges, which the Client agrees to pay.
4.4.4 Any approved amendment, change, or cancellation will be confirmed in writing by the Company, and any resulting adjustments to fees, charges, timelines, or terms will be binding on the Client.
4.4.5 The Company reserves the right to refuse, limit, or impose conditions on any request for changes, rescheduling, or cancellation, and to recover costs, damages, or losses resulting from such actions as permitted by law.
4.5 Documentation, Communications, and Records
4.5.1 The Company may require the Client to provide or complete certain forms, declarations, agreements, identification documents, compliance materials, or supporting evidence as a condition of accepting or fulfilling any Order.
4.5.2 The Client agrees to provide all such documentation, information, and authorisations promptly and in the manner requested by the Company, and acknowledges that failure to do so may result in delay, rejection, or cancellation of the Order.
4.5.3 The Company may, for the purposes of record-keeping, compliance, dispute resolution, or quality control, retain electronic or physical copies of all communications, documentation, agreements, and instructions received from or provided to the Client in connection with any Order.
4.5.4 All communications, instructions, and notifications relating to Orders and transactions must be made via the official channels and contact details specified by the Company; communications sent to other addresses, persons, or platforms may not be recognised or acted upon.
4.5.5 The Client is responsible for ensuring the ongoing accessibility of their contact details, email address, and communication channels, and for regularly reviewing and responding to Company communications relating to Orders.
4.6 Order Completion, Delivery, and Acceptance
4.6.1 Upon completion of the Services or fulfilment of an Order (including delivery of reports, documents, or other deliverables), the Company will notify the Client via the agreed communication channel, specifying any actions required by the Client (such as review, approval, or acceptance).
4.6.2 Unless otherwise specified in writing, the Client shall be deemed to have accepted the Services or deliverables as complete, accurate, and in accordance with the contract if no written objection or dispute is raised within five (5) business days of notification of completion.
4.6.3 Any subsequent requests for amendments, corrections, or revisions may be treated as a new Order and subject to separate fees, charges, and terms.
4.7 Service Restrictions, Unavailability, and Limitations
4.7.1 The Company reserves the right to restrict, limit, suspend, or refuse access to any Service, Order, or Platform feature at its sole discretion, including (but not limited to) cases of suspected fraud, non-payment, breach of these Terms, regulatory requirements, or operational necessity.
4.7.2 The Company does not guarantee the availability of any specific Service, Order, or Supplier at any particular time, and shall not be liable for any loss, delay, or inconvenience arising from unavailability, system downtime, or changes to service offerings.
4.7.3 The Client acknowledges and agrees that, due to the nature of digital platforms, technology, and third-party integrations, the Company cannot guarantee continuous or error-free operation of its ordering or booking systems, and that interruptions, errors, or data loss may occur despite reasonable precautions.
4.8 Fraud Prevention, Anti-Money Laundering, and Compliance
4.8.1 The Company may implement anti-fraud, anti-money laundering (AML), and compliance procedures in relation to any Order, including (but not limited to) client identification, transaction screening, source of funds verification, and ongoing monitoring.
4.8.2 The Client agrees to cooperate fully with any requests for information, documentation, or explanation required by the Company or regulatory authorities for the purposes of compliance with AML, counter-terrorist financing, sanctions, or similar regulations.
4.8.3 The Company reserves the right to delay, suspend, or refuse to process any Order or transaction where it suspects, in its sole discretion, involvement in unlawful activity, fraud, or breach of applicable law, and to report such activity to the relevant authorities without liability.
5 Fees, Charges, Invoicing, and Payment Terms
5.1 General Principles of Fees and Charges
5.1.1 The Client agrees to pay all fees, charges, costs, levies, taxes, surcharges, and other amounts due to the Company in accordance with the rates, schedules, policies, or invoices communicated or published by the Company from time to time, and in accordance with these Terms and any Service-Specific Terms.
5.1.2 All prices, charges, and fees quoted or advertised by the Company are exclusive of value-added tax (VAT), goods and services tax (GST), sales tax, withholding tax, or any other taxes or levies imposed by law, unless expressly stated otherwise. Where such taxes are applicable, they will be added to the total amount payable and itemised on the relevant invoice.
5.1.3 The Company reserves the right to update, amend, or revise its pricing, fee schedules, billing intervals, or payment terms at any time, provided that any changes shall not affect Orders already confirmed or in progress unless otherwise agreed in writing.
5.1.4 The Client is responsible for reviewing the most current pricing, fee schedules, and payment terms prior to submitting any Order or making payment. The Company will use reasonable efforts to provide advance notice of any material changes to fees or charges.
5.2 Invoicing, Billing, and Statements
5.2.1 The Company will issue invoices, billing statements, or payment requests to the Client in respect of all fees, charges, or amounts due under these Terms, in such format and by such method (electronic, digital, or paper) as determined by the Company.
5.2.2 Each invoice will specify, at a minimum: (a) the Company’s legal name and registration details; (b) the Client’s name and, where applicable, address; (c) a description of the Services provided; (d) the amount due; (e) any applicable taxes, surcharges, or adjustments; (f) payment instructions and deadlines; (g) any other information required by law.
5.2.3 The Client agrees to review all invoices upon receipt and notify the Company in writing of any disputes, discrepancies, or errors within seven (7) calendar days of the invoice date. Failure to notify the Company of any dispute within this period will constitute deemed acceptance of the invoice as accurate and due.
5.2.4 Where the Client receives Services on a recurring, subscription, or staged basis, the Company may issue periodic invoices or statements in accordance with the relevant schedule or contract. The Client agrees to pay all recurring charges promptly as they fall due.
5.3 Payment Methods and Processing
5.3.1 The Company accepts payment by any of the following methods, subject to change or restriction at the Company’s sole discretion: (a) bank transfer; (b) credit or debit card; (c) online payment gateway; (d) direct debit; (e) third-party payment processor (such as Stripe, PayPal, Wise, etc.); (f) cheque or money order; (g) such other method as may be approved by the Company.
5.3.2 All payments must be made in the currency specified by the Company on the invoice or payment request. Where payments are made in a different currency, the Company may, at its discretion, apply currency conversion charges, use prevailing exchange rates, or refuse payment until made in the required currency.
5.3.3 The Client is responsible for all costs associated with making payment, including bank fees, transfer charges, intermediary bank costs, or payment processor fees, unless otherwise agreed in writing.
5.3.4 Payments will be deemed received by the Company only when cleared funds have been credited to the Company’s nominated bank account or payment processor, and not when payment instructions are given by the Client.
5.3.5 The Company may refuse to provide, suspend, or cancel any Service until full payment of all amounts due has been received. The Company may, at its discretion, require payment in advance, security deposits, or ongoing account balances for continued access to Services.
5.4 Late Payment, Interest, and Collection Costs
5.4.1 If the Client fails to pay any invoice, charge, or amount due by the specified due date, the Company may charge interest on the outstanding amount at the statutory maximum rate allowed under applicable law, calculated from the due date to the date of actual payment, whether before or after judgment.
5.4.2 In addition to interest, the Client shall reimburse the Company for all reasonable costs and expenses (including legal fees, debt collection agency charges, and court costs) incurred in recovering overdue amounts.
5.4.3 The Company may suspend or restrict access to any Services, Platforms, or Accounts if amounts remain unpaid for more than seven (7) days after written demand for payment. The Company will use reasonable efforts to notify the Client before taking such action.
5.4.4 Reinstatement of suspended Services, Accounts, or Orders following payment of overdue amounts is subject to the Company’s approval and may be conditional upon the payment of reactivation fees or additional security deposits.
5.5 Refunds, Adjustments, and Account Credits
5.5.1 Refunds will be granted strictly in accordance with the Company’s Refund, Cancellation, and Amendment Policy (see Section 6) or any Service-Specific Terms applicable to the relevant Order.
5.5.2 Where a refund, credit, or adjustment is approved by the Company, payment will be made to the original payment method or to a nominated account as agreed in writing. Processing times may vary depending on the payment method, banking system, or third-party payment processor.
5.5.3 The Company is not responsible for delays in receipt of funds, currency conversion fluctuations, or fees imposed by banks or payment processors in connection with refunds or adjustments.
5.5.4 Account credits, where granted, may be applied only to future Orders or Services and have no cash value unless expressly stated. Unused credits may expire after a period determined by the Company, and no compensation is payable for expired credits.
5.6 Taxes, Withholding, and Compliance
5.6.1 The Client is responsible for the payment of all taxes, levies, duties, or charges imposed by any governmental, fiscal, or regulatory authority in connection with the receipt or use of the Services, including (but not limited to) VAT, GST, sales tax, or withholding tax, unless otherwise agreed in writing.
5.6.2 Where the Company is required by law to deduct or withhold any tax from payments made to the Client or on the Client’s behalf, the Company may make such deductions and will provide the Client with evidence of withholding as required by law.
5.6.3 The Client agrees to provide all information, documentation, or declarations reasonably requested by the Company to comply with tax, anti-money laundering, or reporting obligations.
5.6.4 In the event of any tax audit, investigation, or regulatory inquiry concerning payments made by or to the Client, the Client agrees to cooperate fully with the Company and any relevant authority and to indemnify the Company against any losses, penalties, or liabilities arising from the Client’s non-compliance.
5.7 Pricing Errors and Corrections
5.7.1 While the Company endeavours to ensure that all prices, fees, and charges quoted are accurate, typographical, clerical, or technical errors may occur. In the event of an error or omission in pricing, the Company reserves the right to correct the error and revise the applicable charges accordingly, whether before or after acceptance of an Order.
5.7.2 If a pricing error is discovered after payment has been made, the Company will notify the Client and offer the option to (a) pay the correct price, (b) receive a refund for the overpayment, or (c) cancel the Order and receive a refund, as appropriate to the circumstances.
5.7.3 The Company is not obliged to honour Orders placed at incorrect prices and may, at its discretion, cancel such Orders without further liability.
5.8 Cross-Border, Multi-Currency, and International Payments
5.8.1 For international or cross-border payments, the Client agrees to comply with all applicable currency controls, banking regulations, and anti-money laundering laws in their jurisdiction and in the United Arab Emirates.
5.8.2 Where the Services are invoiced in a currency other than the Client’s home currency, the Client is responsible for all costs associated with foreign exchange conversion, bank charges, and any differences in the amount received due to currency fluctuations.
5.8.3 The Company may, at its discretion, specify alternative payment arrangements, use multi-currency payment platforms, or require proof of funds for high-value or cross-border transactions.
6 Refund, Cancellation, and Amendment Policy
6.1 General Policy Statement
6.1.1 The Company is committed to providing a clear, fair, and transparent policy in relation to refunds, cancellations, amendments, and related client rights for all Services offered or facilitated by the Company, whether provided directly or through Third Party Suppliers.
6.1.2 The provisions of this Section are intended to comply with all applicable laws, regulations, and consumer protection standards in all jurisdictions relevant to the Company’s operations, including any country or territory where the Services are offered, received, or accessed.
6.1.3 The Client is advised to read this Section carefully before submitting any Order or making payment for Services, and to contact the Company with any queries or clarification requests prior to engagement.
6.2 Definitions for Refunds and Cancellations
6.2.1 “Refund” means the return of monies previously paid by the Client to the Company, in accordance with the provisions set out herein or as required by law.
6.2.2 “Cancellation” means the termination, rescission, or withdrawal of an Order, booking, engagement, or instruction by either the Client or the Company before completion or delivery of the relevant Service.
6.2.3 “Amendment” means a modification, change, or alteration to any aspect of an existing Order, booking, or engagement, including but not limited to the scope, timing, deliverables, Third Party Supplier, or payment terms.
6.2.4 “Cooling-off Period” means any statutory or contractual period after entering into a contract during which the Client may cancel the engagement without incurring a penalty or forfeiting any payments, as may be provided under applicable law.
6.3 Eligibility and Applicability
6.3.1 The right to a refund, cancellation, or amendment is subject to the type of Service purchased, the specific terms of the Order Confirmation, the applicable Service-Specific Terms, and any relevant provisions of law.
6.3.2 Certain Services, such as those involving the immediate commencement of work, regulated professional activities, bespoke or customised deliverables, or time-sensitive engagements, may not be eligible for refunds or cancellations after initiation or commencement.
6.3.3 Where Services are provided by or through a Third Party Supplier, the relevant supplier’s terms and conditions in respect of refunds, cancellations, and amendments shall apply in addition to those of the Company, and may take precedence in case of conflict.
6.4 Cancellation by Client
6.4.1 The Client may request to cancel an Order by providing written notice to the Company via email, platform message, or other approved communication channel, specifying the relevant Order, reason for cancellation, and any supporting documentation required by the Company.
6.4.2 Upon receipt of a cancellation request, the Company will review and process the request in accordance with these Terms, the Service-Specific Terms, and applicable law, and will provide written confirmation of approval, partial approval, or rejection of the cancellation.
6.4.3 If a cancellation request is approved prior to the commencement of the relevant Service, and provided no costs have been incurred, the Client may be entitled to a full or partial refund, less any administrative fees, payment processing charges, or non-refundable costs already incurred by the Company or Third Party Suppliers.
6.4.4 If a cancellation request is received after work has commenced, or if the Company or Third Party Suppliers have already incurred costs, performed work, or made non-refundable commitments, the Client may only be entitled to a partial refund or, in certain circumstances, no refund at all.
6.4.5 Any refund issued as a result of a Client cancellation will be processed using the same payment method as the original transaction unless otherwise agreed, and within thirty (30) days of the Company’s written confirmation.
6.5 Cancellation by the Company
6.5.1 The Company reserves the right to cancel any Order, engagement, or Service at any time prior to completion, including but not limited to cases of:
(1) Non-payment or late payment by the Client;
(2) Material breach of these Terms or any applicable policy by the Client;
(3) Inability to perform the Service due to force majeure, regulatory change, or unavailability of Third Party Suppliers;
(4) Suspected fraud, unlawful activity, or non-compliance with anti-money laundering or sanctions regulations;
(5) Error, mistake, or other legitimate commercial or legal reason, in the Company’s absolute discretion.
6.5.2 In the event of a cancellation by the Company not arising from the Client’s breach or fault, the Client will be entitled to a full refund of any monies paid in advance for Services not yet delivered, less any amounts due for costs, work already performed, or non-refundable third-party charges.
6.5.3 Company will not be liable for any losses, damages, or consequential costs incurred by the Client as a result of cancellation by the Company, except as expressly provided herein or required by applicable law.
6.6 Cooling-off Periods and Consumer Rights
6.6.1 Where required by law, the Client may be entitled to a statutory “cooling-off” period, during which they may cancel the contract and obtain a refund without penalty. The availability, length, and terms of any cooling-off period will depend on the Client’s jurisdiction, the nature of the Services, and the status of the Client (consumer or business).
6.6.2 To exercise a cooling-off right, the Client must notify the Company in writing within the prescribed period, typically starting from the date of contract formation or Order Confirmation.
6.6.3 Cooling-off periods may not apply to Services that are fully delivered, commenced with the Client’s consent, or fall within certain statutory exemptions (such as urgent repairs, custom orders, or regulated professional services).
6.7 Amendments and Changes to Orders
6.7.1 The Client may request amendments, changes, or modifications to an existing Order by written notice to the Company, specifying the nature of the requested amendment and the reasons for the change.
6.7.2 The Company will consider all such requests in good faith but is under no obligation to approve any amendment, particularly where work has commenced, Third Party Suppliers are engaged, or costs have been incurred.
6.7.3 Approved amendments may be subject to additional fees, charges, changes to delivery timelines, or revised terms. The Company will notify the Client in writing of any adjustments or requirements arising from the requested amendment.
6.7.4 If an amendment is not approved, the original Order will proceed as originally agreed unless cancelled in accordance with these Terms.
6.8 Refund Processing, Timelines, and Methods
6.8.1 Approved refunds will be processed within thirty (30) days of the Company’s written confirmation of eligibility, using the same method of payment as the original transaction, unless the parties agree otherwise in writing.
6.8.2 The Company is not responsible for delays in the receipt of refunds caused by banking systems, payment processors, regulatory reviews, currency conversion, or factors outside its control.
6.8.3 All refunds will be net of any administrative fees, transaction charges, or non-refundable costs incurred by the Company or Third Party Suppliers, unless otherwise required by law.
6.8.4 The Client may be required to provide additional documentation or authorisations to verify identity and authorise the refund payment, in accordance with anti-fraud or anti-money laundering procedures.
6.9 Non-Refundable Fees and Charges
6.9.1 Certain fees, charges, or costs may be designated as non-refundable, including (but not limited to) administrative fees, platform fees, deposits, processing charges, custom work, urgent response fees, or amounts paid to Third Party Suppliers that are not recoverable by the Company.
6.9.2 The Client will be notified in advance of any non-refundable elements of their payment or Order, either through the Service-Specific Terms, Order Confirmation, or invoice.
6.9.3 Where an Order involves both refundable and non-refundable components, any refund will be calculated by deducting the non-refundable elements from the total amount paid.
6.10 Disputes and Complaint Procedure
6.10.1 In the event of a dispute, complaint, or disagreement regarding the eligibility, amount, or timing of a refund, cancellation, or amendment, the Client should contact the Company’s customer support team in writing, providing full details, supporting documentation, and a clear explanation of the issue.
6.10.2 The Company will review all disputes and complaints in good faith, and will respond in writing within a reasonable period, typically within twenty (20) business days of receipt of the complaint.
6.10.3 If a satisfactory resolution cannot be reached, the dispute will be handled in accordance with the dispute resolution procedures set out in Section 16 of these Terms.
6.10.4 The Company may, at its sole discretion, offer goodwill gestures, credits, or alternative remedies in resolving disputes, but such actions do not constitute an admission of liability or precedent for future cases.
6.11 Waiver and Exceptions
6.11.1 Any waiver, exception, or deviation from this Section must be expressly approved in writing by a duly authorised officer of the Company and will apply only to the specific Order or situation for which it is granted.
6.11.2 No waiver or exception in one instance will create a precedent or obligation for the Company to grant similar relief in other circumstances.
7 Intellectual Property, Brand, and Licensing
7.1 General Statement of Intellectual Property Ownership
7.1.1 All intellectual property rights, proprietary rights, interests, and entitlements, including but not limited to copyright, trademark rights, trade names, service marks, business names, logos, stylisations, graphic representations, brand elements, commercial secrets, technical know-how, software, platform source code, design rights (whether registered or unregistered), patents, and all related documentation, in and to the “Flettons” brand, logos, digital content, website materials, documentation, advertising, platform user interfaces, and associated resources (collectively, “Intellectual Property” or “IP”) are and shall remain at all times the exclusive property of Flettons Group LLC, a company registered in the Meydan Free Zone, Dubai, United Arab Emirates (formation number 2527270), whose principal place of business is Meydan Grandstand, 6th Floor, Meydan Road, Nad Al Sheba, Dubai, U.A.E.
7.1.2 The Company’s ownership of the Intellectual Property includes all past, present, and future rights, title, and interest in all jurisdictions worldwide, including all rights arising from registrations, applications, renewals, extensions, derivative works, enhancements, modifications, improvements, and adaptations of the Flettons brand and all associated marks and content.
7.1.3 No Client, third party, affiliate, licensee, or user acquires any right, title, or interest in or to the Intellectual Property except as expressly granted by written license or in accordance with these Terms.
7.2 Brand Name, Logo, and Trademark Use
7.2.1 The “Flettons” name, including all spelling variants, stylisations, word marks, design marks, domain names, and associated logos, is a distinctive trade name and trademark exclusively owned by Flettons Group LLC and registered or protected as such in one or more jurisdictions.
7.2.2 The use of the Flettons name, brand, logo, website design, digital assets, trade dress, and any other element that is substantially similar to or confusingly resembling the Flettons brand is strictly prohibited except as expressly licensed in writing by Flettons Group LLC.
7.2.3 Any unauthorised reproduction, modification, copying, adaptation, public display, distribution, sale, resale, or transmission of the Flettons brand, logo, trade name, or Intellectual Property (in whole or in part) is strictly prohibited and constitutes an infringement of Flettons Group LLC’s proprietary rights and may be subject to civil and/or criminal penalties.
7.3 Brand Licensing and Authorised Use
7.3.1 Flettons Group LLC, as the sole and exclusive owner of the Flettons Intellectual Property, may grant non-exclusive, limited, revocable licenses to use the brand name, logo, designs, digital assets, website templates, marketing materials, and related IP to selected licensees, affiliates, subsidiaries, or other approved entities (“Licensees”) strictly on the terms of a separate written licensing agreement.
7.3.2 Certain regulated third-party providers may be authorised licensees of Flettons Group LLC and may operate under the “Flettons” brand and trademark solely by virtue of a written brand and trademark license granted by Flettons Group LLC. Such licensees operate independently and are responsible for ensuring compliance with all regulatory, professional, and licensing requirements in their respective jurisdictions.
7.3.3 No Licensee may sub-license, assign, pledge, or otherwise transfer its rights to use the Flettons brand, logo, or IP without the prior written consent of Flettons Group LLC. Any purported transfer in violation of this clause is null and void.
7.3.4 The scope, territory, duration, permitted use, and termination provisions of any brand or IP license shall be as defined in the separate license agreement between Flettons Group LLC and the Licensee. Use of the brand or logo outside the permitted scope is a material breach of these Terms and any license agreement.
7.3.5 The Licensee agrees to comply with all brand guidelines, quality standards, and usage policies provided by Flettons Group LLC from time to time, and to refrain from any act or omission that may damage, dilute, or impair the goodwill or reputation associated with the Flettons brand.
7.4 Restrictions on Use and Brand Protection
7.4.1 The Client, and any third party acting on the Client’s behalf, shall not:
(1) Use, display, reproduce, or exploit the Flettons name, logo, brand, or Intellectual Property for any commercial, advertising, or promotional purpose except as expressly authorised in writing;
(2) Register, attempt to register, or claim rights to any trademark, domain name, social media handle, or company name that is identical or confusingly similar to “Flettons” or any associated mark;
(3) Modify, obscure, or remove any proprietary notices, copyright statements, or trademark symbols from any content or material supplied by the Company;
(4) Challenge, dispute, or assist any third party in challenging or disputing the validity, ownership, or registration of any IP owned by Flettons Group LLC.
7.4.2 The Client agrees to notify the Company immediately of any actual or suspected infringement, misuse, or unauthorised use of the Flettons brand, logo, or Intellectual Property by any third party.
7.4.3 Flettons Group LLC reserves all rights to take legal or administrative action to protect its Intellectual Property, including but not limited to the issuance of cease and desist letters, take-down requests, domain name recovery proceedings, enforcement of IP rights in any jurisdiction, and pursuit of claims for damages or injunctive relief.
7.5 Copyright and Content
7.5.1 All original content, documentation, text, images, audio, video, software, user interface elements, website layouts, guides, manuals, reports, and other materials made available through the Company’s platforms or services (collectively, “Content”) are protected by copyright law and are the exclusive property of Flettons Group LLC or its licensors, unless otherwise stated.
7.5.2 The Client may view, download, or print extracts of Content solely for their own use in connection with the Services and subject to the restrictions set out in these Terms. Any other use, including but not limited to commercial exploitation, public dissemination, or incorporation into other works, is strictly prohibited without the prior written consent of Flettons Group LLC.
7.5.3 Where Content is provided or created by Third Party Suppliers, the intellectual property rights in such Content shall be as defined in the contract between the Client and the Third Party Supplier and are not affected by these Terms.
7.6 User-Generated Content and Client Submissions
7.6.1 The Client may, in certain circumstances, be permitted to upload, post, submit, or transmit content, data, documents, images, comments, or other materials (“User-Generated Content”) via the Company’s platforms or communication channels.
7.6.2 By submitting User-Generated Content, the Client grants the Company a worldwide, non-exclusive, royalty-free, sublicensable, transferable license to use, reproduce, store, display, modify, adapt, publish, translate, create derivative works from, and distribute such content for the purposes of providing, promoting, improving, or securing the Services.
7.6.3 The Client warrants and represents that it has all necessary rights, consents, and permissions to submit User-Generated Content, and that such content does not infringe any intellectual property rights or proprietary interests of any third party.
7.6.4 The Company reserves the right to remove, edit, or refuse to display any User-Generated Content at its sole discretion and without notice.
7.7 Duration, Termination, and Survival of IP Rights
7.7.1 The rights, interests, and protections afforded to Flettons Group LLC in respect of its Intellectual Property under these Terms, or under any license, shall continue in full force and effect both during and after the term of any contract with the Client or Licensee.
7.7.2 7.7.2. Upon termination or expiry of any license or contract, all rights to use the Flettons brand, logo, or other Intellectual Property shall immediately cease, and the Client or Licensee must promptly remove all references, links, displays, and use of such IP from its materials, platforms, and marketing.
7.7.3 7.7.3. The Company’s rights to enforce the provisions of this Section, and to seek injunctive relief or damages for infringement, survive the termination of any contractual relationship.
7.8 No Waiver of Rights; Reservation of Rights
7.8.1 7.8.1. No failure or delay by Flettons Group LLC in exercising any right, remedy, or power in relation to its Intellectual Property shall constitute a waiver of such right, nor shall any single or partial exercise of any right preclude any further exercise.
7.8.2 7.8.2. All rights not expressly granted to the Client or any third party under these Terms are reserved by Flettons Group LLC.
7.9 Miscellaneous
7.9.1 7.9.1. The provisions of this Section are in addition to, and do not limit or affect, any statutory or common law rights of Flettons Group LLC in relation to its Intellectual Property in any jurisdiction.
7.9.2 7.9.2. If any provision of this Section is held to be invalid or unenforceable under applicable law, the remaining provisions shall remain in full force and effect.
8 Use of Website, Platforms, and Technology
8.1 Access to Website and Platforms
8.1.1 The Company provides access to its website(s), digital platform(s), mobile application(s), APIs, portals, and any associated technology or software (collectively, “Platforms”) for the purpose of enabling Clients to engage with the Services, obtain information, manage accounts, submit Orders, communicate with the Company, and interact with Third Party Suppliers, subject to these Terms and all applicable laws.
8.1.2 Access to the Platforms is granted on a temporary, revocable, non-exclusive, non-transferable basis, and solely for the Client’s own legitimate business or personal use in connection with the Services. The Company may withdraw, restrict, suspend, or terminate access at any time without notice and without liability, for any reason including (but not limited to) breach of these Terms, technical failure, maintenance, security, or compliance with applicable law.
8.1.3 The Client is responsible for obtaining, maintaining, and securing all equipment, software, telecommunications, and internet connectivity required to access and use the Platforms, and for all associated costs and risks.
8.1.4 The Company does not guarantee that the Platforms, or any content therein, will always be available, uninterrupted, secure, error-free, or compatible with all browsers, devices, operating systems, or software.
8.2 Acceptable Use and Prohibited Conduct
8.2.1 The Client undertakes to use the Platforms and all related technology strictly in accordance with these Terms, any Acceptable Use Policy published by the Company, all instructions provided, and applicable law.
8.2.2 The Client shall not, and shall not permit any person acting on its behalf to:
(1) Use the Platforms for any unlawful, fraudulent, harmful, abusive, defamatory, obscene, or otherwise objectionable purpose, or to solicit, encourage, or facilitate any such activity;
(2) Interfere with, disrupt, damage, impair, disable, or compromise the functionality, security, integrity, or availability of the Platforms, servers, networks, or connected systems, whether by hacking, denial of service attacks, introduction of malware, brute force, or other means;
(3) Circumvent, bypass, disable, or defeat any security feature, access control, usage restriction, or authentication mechanism implemented by the Company;
(4) Access or attempt to access accounts, data, or resources not intended for the Client, or without proper authorisation;
(5) Reverse engineer, decompile, disassemble, adapt, copy, or create derivative works of the Platforms, source code, underlying software, or proprietary algorithms, except as expressly permitted by law;
(6) Upload, transmit, or disseminate viruses, worms, spyware, adware, trojan horses, corrupted files, or any other malicious, disruptive, or harmful code or data;
(7) Use bots, scrapers, spiders, crawlers, automated scripts, or similar technology to collect, access, download, copy, or index any part of the Platforms or content, without the Company’s express written consent;
(8) Use the Platforms to transmit unsolicited or unauthorised advertising, marketing materials, spam, chain letters, pyramid schemes, or any other form of solicitation;
(9) Misrepresent identity, impersonate any person or entity, or falsely state or otherwise misrepresent affiliation with the Company or any Third Party Supplier;
(10)Harvest or collect email addresses, personal data, or other user information from the Platforms by any means for the purpose of sending unsolicited communications or for any other purpose not authorised by these Terms.
8.2.3 The Client is responsible for the actions and omissions of any person who gains access to the Platforms through the Client’s account, credentials, devices, or network.
8.3 Platform Content, Availability, and Changes
8.3.1 The Company may update, revise, add, remove, or change any content, functionality, feature, or part of the Platforms at any time, with or without notice. The Client agrees that continued use of the Platforms following any such changes constitutes acceptance of the modified content or features.
8.3.2 All content provided on the Platforms, including text, images, videos, graphics, software, user interface elements, data, and documents, is subject to intellectual property protection and is provided “as is” for informational purposes only, without warranty of accuracy, completeness, or suitability for any purpose.
8.3.3 The Platforms may include links to, or content provided by, third-party websites, resources, or services for the Client’s convenience. The Company has no control over, does not endorse, and is not responsible for the content, policies, or practices of any third-party site or resource. The Client accesses such sites or resources at their own risk.
8.4 Account Security, Technical Requirements, and Data Back-Up
8.4.1 The Client is responsible for ensuring that their devices and systems meet the minimum technical requirements for access to the Platforms, including current operating systems, up-to-date browsers, necessary software, antivirus and firewall protection, and secure network connections.
8.4.2 The Client is solely responsible for regularly backing up any data, files, or content uploaded to or accessed via the Platforms. The Company does not guarantee or warrant that data stored on its systems will not be lost, corrupted, deleted, or inaccessible due to system failure, maintenance, cyberattack, or other causes.
8.4.3 The Company will use commercially reasonable efforts to implement industry-standard security measures for its Platforms but does not warrant that its systems are immune from unauthorised access, hacking, viruses, malware, or other cyber threats. The Client agrees to implement and maintain reasonable security practices to protect their own systems and data.
8.5 Software, Updates, and Licence Grant
8.5.1 The Company may make available proprietary or third-party software, mobile applications, plugins, or other technology (“Software”) for use by the Client in connection with the Services, subject to a personal, non-transferable, non-exclusive, revocable licence for the sole purpose of accessing and using the Services as permitted by these Terms.
8.5.2 The Company may, at its discretion, provide or require installation of updates, patches, bug fixes, enhancements, new versions, or upgrades to the Software, which may be automatic or require user consent.
8.5.3 The Client agrees not to install, run, or use the Software on any unauthorised devices, in any unauthorised manner, or in violation of the licence terms, and not to attempt to modify, hack, redistribute, sublicense, or reverse engineer the Software.
8.5.4 The Company is not responsible for any damage, incompatibility, or malfunction caused by use of outdated, unsupported, or unauthorised software or hardware.
8.6 Monitoring, Suspension, and Enforcement
8.6.1 The Company may monitor, record, log, or audit activity on the Platforms for the purposes of security, fraud prevention, compliance, quality assurance, or improvement of services, subject to its Privacy Policy and applicable law.
8.6.2 The Company may, at any time and without notice, suspend, restrict, disable, or terminate access to all or part of the Platforms, or remove content, where it reasonably suspects or detects breach of these Terms, illegal activity, security risks, or other misconduct.
8.6.3 The Company may cooperate with law enforcement, regulatory authorities, or third-party complainants in investigating and prosecuting breaches of this Section or unlawful activity involving the Platforms.
8.7 Platform-Specific Terms and Third-Party Integrations
8.7.1 Certain features or components of the Platforms may be subject to additional terms, policies, or end-user licence agreements (“EULAs”) specific to that feature, technology, or third-party integration. The Client’s use of such features is subject to acceptance and ongoing compliance with all applicable terms.
8.7.2 The Platforms may incorporate, rely on, or enable access to third-party software, APIs, tools, payment processors, hosting providers, analytics, or other technologies (“Third-Party Integrations”). The Company makes no warranties as to the availability, functionality, security, or suitability of Third-Party Integrations, and the Client’s use of such integrations is at their own risk and subject to the third party’s own terms and privacy policies.
8.7.3 In the event of a conflict between these Terms and any third-party terms required by a Third-Party Integration, the third-party terms will apply only to the extent of the conflict and solely for that feature.
8.8 International Access, Sanctions, and Export Controls
8.8.1 The Platforms may be accessed from countries around the world; however, not all features or Services may be available in all jurisdictions. The Company reserves the right to restrict, suspend, or deny access to the Platforms, or to certain Services, in certain countries or regions at its discretion and without liability.
8.8.2 The Client is responsible for ensuring that their access and use of the Platforms complies with all local laws, regulations, sanctions, and export control restrictions in their jurisdiction, and shall not use the Platforms in violation of any applicable export, re-export, sanctions, or embargo laws of any relevant country, region, or authority.
8.9 No Warranties; Platform Disclaimers
8.9.1 The Platforms and all related content, software, and features are provided “as is” and “as available” without any warranty, guarantee, or representation, express or implied, including but not limited to any warranty of fitness for a particular purpose, merchantability, accuracy, completeness, reliability, non-infringement, or error-free operation.
8.9.2 The Company disclaims any liability for losses, damages, data loss, business interruption, costs, claims, or expenses arising from use, inability to use, or reliance on the Platforms, except as otherwise expressly required by law.
8.10 Reservation of Rights; Remedies
8.10.1 The Company reserves all rights not expressly granted in this Section or elsewhere in these Terms, including the right to seek injunctive relief, pursue damages, or take legal or administrative action in respect of any breach or misuse of the Platforms.
8.10.2 Any waiver of rights or remedies in respect of Platform use must be express, in writing, and signed by a duly authorised officer of the Company.
9 Data Protection, Privacy, and Cookie Policy
9.1 General Principles of Data Protection
9.1.1 The Company is committed to safeguarding the privacy, integrity, and security of all personal data, confidential information, and sensitive records entrusted to it by Clients, users, representatives, and third parties, and to complying with all applicable data protection laws, regulations, standards, and best practices, including but not limited to the United Arab Emirates Federal Decree-Law No. 45 of 2021 (UAE Data Protection Law), the UK Data Protection Act 2018, the UK General Data Protection Regulation (UK GDPR), and, where relevant, the European Union General Data Protection Regulation (EU GDPR), as each may be amended or supplemented from time to time.
9.1.2 By accessing, using, or engaging with the Services or Platforms, the Client acknowledges and consents to the collection, use, storage, processing, transmission, and sharing of their personal data in accordance with this Section, the Company’s Privacy Policy, and all applicable legal and regulatory requirements.
9.2 Categories of Personal Data Collected
9.2.1 The Company may collect, receive, or otherwise process a broad range of personal data and information relating to Clients, users, or their representatives, including but not limited to:
(1) Name, title, and contact details (including postal address, email address, and phone number);
(2) Date of birth, nationality, passport or identification details;
(3) Business information, including company name, job title, registration number, VAT or tax number, and corporate documents;
(4) Payment information, transaction history, and financial records;
(5) Communications, correspondence, feedback, and support requests;
(6) Online identifiers, IP addresses, device IDs, geolocation data, and access logs;
(7) Preferences, consents, marketing opt-ins/opt-outs, and cookie settings;
(8) Documents, files, or data uploaded to or generated by the Platforms or Services;
(9) Any other information provided by the Client or required for the provision, administration, or improvement of the Services.
9.2.2 The Company may collect personal data directly from the Client, from third-party service providers, from publicly available sources, or through automated means such as cookies, web beacons, analytics tools, or tracking technologies.
9.3 Legal Basis and Purposes for Data Processing
9.3.1 The Company will process personal data only where it has a lawful basis to do so, including but not limited to:
(a) The performance of a contract or fulfilment of an Order requested by the Client;
(b) Compliance with a legal or regulatory obligation;
(c) The pursuit of legitimate business interests (such as service delivery, business improvement, marketing, or fraud prevention), provided such interests are not overridden by the Client’s rights and interests;
(d) The Client’s explicit consent, where required by law or for specific activities such as direct marketing.
9.3.2 The purposes for which the Company may use personal data include, without limitation:
(1) Providing, managing, and improving the Services and Platforms;
(2) Processing Orders, payments, refunds, and communications;
(3) Verifying identity and performing anti-money laundering and compliance checks;
(4) Administering user accounts and access permissions;
(5) Notifying Clients of updates, changes, service information, or account matters;
(6) Responding to support requests, complaints, or disputes;
(7) Conducting analytics, business intelligence, and product development;
(8) Sending marketing communications or promotional offers, where permitted;
(9) Complying with legal, regulatory, and tax obligations;
(10)Enforcing the Company’s legal rights, defending against claims, and ensuring the security and integrity of its systems.
9.4 Data Retention, Storage, and Deletion
9.4.1 The Company will retain personal data only for as long as necessary to fulfil the purposes for which it was collected, to satisfy any legal, accounting, tax, or regulatory requirement, or to protect the Company’s legitimate interests.
9.4.2 The criteria used to determine retention periods may include: (a) the type and sensitivity of the data; (b) the purposes for which the data was collected; (c) legal, regulatory, or contractual requirements; (d) ongoing relationships or disputes with the Client.
9.4.3 At the end of the applicable retention period, the Company will securely delete, anonymise, or archive personal data, except where retention is required by law, is necessary for the exercise or defence of legal claims, or is technically impossible to remove from back-up systems.
9.4.4 The Client may request deletion or correction of personal data by contacting the Company, subject to verification and any applicable limitations set by law or regulation.
9.5 International Transfers and Data Sharing
9.5.1 The Company may transfer, process, or store personal data in any country or jurisdiction where it or its service providers operate. Some of these jurisdictions may have data protection laws that are different, and potentially less protective, than those of the Client’s home country.
9.5.2 The Company will take reasonable steps to ensure that any international transfers are made in accordance with applicable data protection laws and that appropriate safeguards are implemented to protect the privacy and security of the Client’s data.
9.5.3 Personal data may be shared with: (a) the Company’s affiliates, subsidiaries, and group companies; (b) Third Party Suppliers and subcontractors providing services on behalf of the Company; (c) payment processors, banks, and financial institutions; (d) legal, regulatory, or government authorities, as required by law; (e) professional advisers, auditors, or insurers; (f) any person to whom the Company may assign, transfer, or novate its rights and obligations.
9.5.4 The Client acknowledges and consents to such cross-border transfers, processing, and sharing of data, and may contact the Company for more information about specific safeguards and arrangements in place.
9.6 Data Security and Breach Notification
9.6.1 The Company employs appropriate technical, physical, and organisational security measures to protect personal data against unauthorised access, loss, misuse, alteration, or disclosure, consistent with industry standards and applicable law.
9.6.2 The Client acknowledges that no method of transmission over the internet or method of electronic storage is fully secure or error-free, and the Company cannot guarantee absolute security of data.
9.6.3 In the event of a personal data breach that is likely to result in a risk to the rights and freedoms of Clients, the Company will notify affected individuals and relevant authorities as required by applicable law, and will take reasonable steps to mitigate the effects and remedy the breach.
9.6.4 The Client agrees to notify the Company promptly if they become aware of any actual or suspected compromise, unauthorised access, or misuse of personal data in connection with the Services.
9.7 Client Rights and Choices
9.7.1 Subject to applicable law, the Client has the right to:
(1) Access, review, and obtain a copy of personal data held by the Company;
(2) Request rectification, correction, or updating of inaccurate or incomplete data;
(3) Request erasure, anonymisation, or restriction of processing of personal data;
(4) Object to the processing of personal data for certain purposes, including direct marketing;
(5) Withdraw consent to processing (where processing is based on consent);
(6) Receive a copy of personal data in a structured, commonly used, and machine-readable format (“data portability”), where required by law;
(7) Lodge a complaint with the relevant data protection authority.
9.7.2 The Company may require verification of identity and sufficient information to process requests and may refuse requests where permitted or required by law.
9.7.3 The exercise of certain rights (such as deletion or restriction) may limit the Client’s access to the Services or result in the closure of their User Account.
9.8 Cookies, Tracking Technologies, and Analytics
9.8.1 The Platforms may use cookies, web beacons, pixel tags, scripts, analytics tools, and similar technologies (collectively, “Cookies”) to collect information about the Client’s device, browsing activity, preferences, and usage patterns.
9.8.2 Cookies may be used for purposes including, but not limited to: enabling website functionality, remembering preferences, security, analytics, personalisation, advertising, and improving user experience.
9.8.3 The Company may use both session and persistent Cookies, and may deploy first-party and third-party Cookies (including those set by analytics providers, advertising networks, or social media platforms).
9.8.4 The Client will be notified of the use of Cookies via a banner or pop-up notice on the Platforms, and may be given the option to accept or reject certain categories of Cookies in accordance with applicable law (including UK and EU ePrivacy requirements).
9.8.5 The Client may manage or disable Cookies through browser settings or platform tools, but disabling certain Cookies may affect functionality or user experience.
9.9 Marketing Communications and Opt-Out
9.9.1 The Company may, subject to applicable law and the Client’s preferences, use contact details to send marketing, promotional, or informational communications about the Services, offers, news, or updates.
9.9.2 9.9.2. The Client may opt out of marketing communications at any time by using the “unsubscribe” link in emails, adjusting settings in their account, or contacting the Company directly.
9.9.3 9.9.3. Opting out of marketing communications does not affect the receipt of service-related, transactional, or legally required communications.
9.10 Third-Party Links, Processors, and Privacy
9.10.1 The Platforms may contain links to third-party websites, services, or applications with separate privacy policies and practices. The Company is not responsible for the content, security, or privacy practices of any third party.
9.10.2 The Company may use third-party processors, hosting providers, payment processors, analytics tools, and support services in connection with the provision of the Services. These providers are required to implement appropriate data protection measures, but the Company disclaims liability for their acts or omissions to the extent permitted by law.
9.11 Changes to Privacy Policy and Data Practices
9.11.1 The Company reserves the right to update, revise, or amend its Privacy Policy, Cookie Policy, and data protection practices at any time, subject to applicable law. The Client will be notified of material changes via email, website notice, or platform notification.
9.11.2 Continued use of the Services or Platforms following any change constitutes acceptance of the revised policy or practices.
9.12 Contact, Inquiries, and Data Protection Officer
9.12.1 Clients may contact the Company’s Data Protection Officer (DPO) or designated privacy contact at [insert email address/contact form] with any inquiries, requests, complaints, or concerns regarding data protection, privacy rights, or this Section.
10 Confidentiality and Communications
10.1 General Obligation of Confidentiality
10.1.1 Both the Company and the Client (each, a “Party”; collectively, the “Parties”) acknowledge and agree that, during the course of their engagement, relationship, and communications, they may receive, have access to, or become aware of confidential, proprietary, or sensitive information relating to the other Party or its affiliates, suppliers, representatives, personnel, or customers (“Confidential Information”).
10.1.2 For the purposes of these Terms, “Confidential Information” includes, but is not limited to: trade secrets, business plans, commercial data, technical information, pricing, customer lists, financial records, intellectual property, source code, inventions, methodologies, non-public documents, personal data, and all written, electronic, oral, visual, or other materials marked or reasonably understood to be confidential or proprietary.
10.1.3 Each Party undertakes to treat all Confidential Information as strictly confidential, to use it solely for the purposes of fulfilling its obligations or exercising its rights under these Terms, and not to use, disclose, copy, reproduce, publish, or transmit such information for any unauthorised purpose.
10.2 Restrictions and Standard of Care
10.2.1 Each Party shall take all reasonable steps, measures, and precautions to preserve, safeguard, and maintain the confidentiality of Confidential Information, including (but not limited to) restricting access to personnel with a legitimate need-to-know, using secure storage and communication channels, and implementing appropriate organisational and technical safeguards.
10.2.2 The obligation of confidentiality shall survive the termination or expiry of the relationship between the Parties, and shall continue for a period of not less than five (5) years from the date of last disclosure, or such longer period as required by law or professional standards.
10.3 Permitted Disclosures and Exceptions
10.3.1 The obligations set out in this Section do not apply to information which the receiving Party can demonstrate by competent evidence:
(1) Is or becomes publicly available through no fault of the receiving Party;
(2) Was lawfully known to the receiving Party prior to disclosure by the disclosing Party, free from any obligation of confidentiality;
(3) Is lawfully received from a third party who is not under any obligation of confidentiality to the disclosing Party;
(4) Is independently developed by personnel of the receiving Party without use of or reference to the Confidential Information;
(5) Is required to be disclosed by law, court order, regulatory requirement, or government authority, provided that (where legally permitted) the receiving Party gives prompt written notice to the disclosing Party to enable it to seek a protective order or otherwise contest the disclosure.
10.3.2 Any permitted disclosure under this Section shall, to the extent reasonably practicable, be limited to the minimum information required for the stated purpose.
10.4 Use of Communications and Data
10.4.1 The Company may collect, store, process, and use communications between the Parties (including emails, telephone calls, chat transcripts, platform messages, support requests, and correspondence) for the purposes of providing the Services, maintaining records, resolving disputes, training staff, improving services, complying with legal obligations, and protecting the Company’s legitimate interests, in accordance with its Privacy Policy.
10.4.2 The Client consents to the recording, archiving, monitoring, or review of communications by the Company, subject to applicable law and solely for the purposes described above.
10.5 Methods and Channels of Communication
10.5.1 The Company may communicate with the Client using any contact details provided or confirmed by the Client, including (but not limited to) email, telephone, SMS, messaging applications, platform notifications, secure portals, or postal mail, as deemed appropriate for the circumstances.
10.5.2 The Client is responsible for ensuring that its contact details are accurate, up-to-date, and accessible, and for monitoring its chosen communication channels for important information, notifications, deadlines, or requests from the Company.
10.5.3 The Company does not guarantee the security or confidentiality of communications transmitted by electronic means (including email or messaging apps), and the Client assumes all risks associated with such communications.
10.6 Notices and Formal Communications
10.6.1 Any formal notice, request, instruction, or demand under these Terms (“Notice”) must be delivered in writing to the recipient’s designated contact details as set out in the Agreement, by: (a) hand delivery; (b) registered post or courier; (c) email (with confirmation of receipt); or (d) secure online portal, as agreed by the Parties.
10.6.2 Notice is deemed given:
(1) If delivered by hand, at the time of delivery;
(2) If sent by registered post or courier, at the time recorded by the delivery service;
(3) If sent by email, upon acknowledgment of receipt or, if not acknowledged, after two (2) business days;
(4) If delivered by secure portal, upon confirmation of access or download by the recipient.
10.6.3 10.6.3. Each Party may change its designated contact details for Notice by written notification to the other Party.
10.7 Disclosure to Affiliates and Third Parties
10.7.1 The Company may disclose Confidential Information to its affiliates, subsidiaries, group companies, professional advisers, contractors, Third Party Suppliers, auditors, and insurers on a strict need-to-know basis, provided such parties are bound by confidentiality obligations no less stringent than those set out in these Terms.
10.7.2 The Client expressly authorises the Company to disclose Confidential Information as required for the proper provision, administration, and improvement of the Services, compliance with applicable law, or the protection of the Company’s rights.
10.8 Return or Destruction of Confidential Information
10.8.1 Upon written request or upon termination of the relationship, the receiving Party will, to the extent reasonably practicable and subject to applicable law:
(1) Return or destroy all physical documents, files, or materials containing Confidential Information;
(2) Permanently delete or anonymise all electronic records, data, or communications containing Confidential Information from its systems, except where retention is required for legal, regulatory, or legitimate business purposes.
10.8.2 Each Party may retain archival copies of Confidential Information required for compliance, record-keeping, or legal defence, subject always to continuing confidentiality and data protection obligations.
10.9 Injunctive Relief and Remedies
10.9.1 The Parties acknowledge that unauthorised disclosure or use of Confidential Information may cause irreparable harm for which monetary damages may be inadequate. Each Party therefore agrees that the disclosing Party shall be entitled to seek injunctive relief, specific performance, or other equitable remedies (in addition to any other remedies available at law or in equity) to prevent or remedy actual or threatened breaches of this Section.
10.10 No Publicity or Announcements
10.10.1 Except as required by law or with prior written consent, neither Party shall make, or authorise any other person to make, any public statement, press release, announcement, or marketing communication referencing the other Party, the nature or existence of their relationship, or any matter arising from these Terms, without the express prior written consent of the other Party.
10.11 Survival and Continuing Effect
10.11.1 The obligations and rights set forth in this Section shall survive the termination or expiry of any contract or engagement governed by these Terms and shall remain binding for the period specified in this Section or, if no period is specified, indefinitely to the extent permitted by law.
10.11.2
11 Client Responsibilities and Warranties
11.1 General Duties of the Client
11.1.1 The Client undertakes to act at all times in good faith, with reasonable care, skill, diligence, and honesty in all dealings, communications, transactions, and interactions with the Company, Third Party Suppliers, and other users of the Services and Platforms.
11.1.2 The Client shall comply fully with all applicable laws, regulations, and professional standards in their jurisdiction, including (but not limited to) those relating to anti-money laundering, anti-bribery and corruption, export controls, sanctions, data protection, intellectual property, and consumer protection.
11.1.3 The Client shall ensure that all information, documentation, declarations, and representations made to the Company or uploaded to the Platforms are true, complete, accurate, up-to-date, and not misleading in any material respect.
11.1.4 The Client shall promptly notify the Company of any change in circumstances, information, or status that may affect their eligibility, authority, or ability to receive or use the Services, including changes of address, contact details, legal status, or regulatory standing.
11.2 Authority, Capacity, and Power to Contract
11.2.1 The Client warrants and represents that they have full legal right, power, capacity, and authority to enter into and be bound by these Terms, to contract for the Services, and to perform all obligations hereunder.
11.2.2 Where the Client is an individual acting on behalf of a company, partnership, trust, or other entity, the Client represents and warrants that they are duly authorised to act for and on behalf of such entity, and to bind the entity to these Terms.
11.2.3 The Company may request evidence of such authority or capacity, including board resolutions, power of attorney, corporate documentation, or identification of directors or officers. Failure to provide such evidence upon request may result in refusal, suspension, or termination of Services.
11.3 Compliance with Laws and Regulations
11.3.1 The Client shall use the Services and Platforms only for lawful purposes and in compliance with all applicable laws, regulations, codes of practice, and professional standards.
11.3.2 The Client shall not use, attempt to use, or permit others to use the Services or Platforms for any unlawful, fraudulent, prohibited, or abusive purpose, including (but not limited to): money laundering, terrorism financing, bribery, corruption, tax evasion, illegal trade, unauthorised data access, or infringement of intellectual property rights.
11.3.3 The Client shall be solely responsible for obtaining and maintaining any permits, licences, registrations, or authorisations required by law or regulation for their use of the Services.
11.4 Payment and Financial Responsibilities
11.4.1 The Client agrees to pay all fees, charges, taxes, and costs due in respect of the Services in accordance with these Terms, the Order Confirmation, and any invoice or payment request issued by the Company.
11.4.2 The Client warrants that all funds used to make payment for the Services are lawfully obtained, not derived from or intended for unlawful activity, and are free from any lien, encumbrance, or restriction.
11.4.3 The Client undertakes to cooperate with the Company in providing any information, documents, or authorisations required for payment processing, anti-fraud checks, anti-money laundering compliance, or regulatory reporting.
11.5 Use of Platforms, Accounts, and Access Credentials
11.5.1 The Client is responsible for the security, confidentiality, and proper use of all user accounts, access credentials, passwords, authentication tokens, and devices used to access the Services or Platforms.
11.5.2 The Client undertakes not to share, disclose, or transfer their access credentials to any unauthorised person, and to take all reasonable precautions to prevent loss, theft, compromise, or unauthorised use of such credentials.
11.5.3 The Client shall immediately notify the Company of any actual or suspected unauthorised access, misuse, loss, or compromise of their user account or credentials, and shall cooperate fully with the Company’s investigation and remediation efforts.
11.6 Conduct and Communications
11.6.1 The Client shall at all times conduct themselves, and ensure that their representatives, agents, or affiliates conduct themselves, in a professional, courteous, and respectful manner when communicating or interacting with the Company, its personnel, Third Party Suppliers, and other clients.
11.6.2 The Client shall not engage in, encourage, or permit any form of harassment, abuse, offensive language, intimidation, discrimination, or other inappropriate conduct on any Platform, communication channel, or in any dealing relating to the Services.
11.6.3 The Company reserves the right to suspend or terminate Services and Platform access in the event of any breach of this clause, or if the Client’s conduct is deemed by the Company to be detrimental to its reputation, business, or the welfare of its personnel.
11.7 Intellectual Property and Content
11.7.1 The Client shall respect and comply with all intellectual property rights of the Company, Third Party Suppliers, and other users, and shall not use, reproduce, distribute, modify, or exploit any content, data, or intellectual property except as expressly permitted by these Terms or by written licence.
11.7.2 The Client warrants that any content, documents, or data uploaded, submitted, or transmitted to the Company or the Platforms does not infringe any copyright, trademark, patent, design right, or other proprietary right of any third party.
11.7.3 The Client shall indemnify and hold harmless the Company from and against all claims, losses, damages, liabilities, costs, and expenses arising from any actual or alleged infringement of intellectual property rights by the Client.
11.8 Warranties and Representations
11.8.1 The Client represents and warrants to the Company, on a continuing basis, that:
(1) All information, representations, and declarations made to the Company are true, accurate, complete, and not misleading;
(2) They have not withheld any material information that may affect the Company’s provision of Services or assessment of risk;
(3) They are not subject to any legal, regulatory, contractual, or other restriction which would prohibit, impair, or limit their ability to enter into or perform their obligations under these Terms;
(4) They are not subject to sanctions, blacklisting, or restrictions imposed by any governmental, regulatory, or international authority relevant to the Services.
11.9 Indemnity and Hold Harmless
11.9.1 The Client agrees to indemnify, defend, and hold harmless the Company, its officers, directors, shareholders, employees, affiliates, agents, and Third Party Suppliers from and against any and all losses, claims, damages, costs, expenses (including reasonable legal fees), and liabilities arising from or relating to:
(1) The Client’s breach of these Terms or any applicable policy;
(2) Any act, omission, misrepresentation, or default by the Client, its personnel, agents, or representatives;
(3) The Client’s use or misuse of the Services, Platforms, or content;
(4) Any third party claim arising from the Client’s actions or omissions;
(5) The Client’s violation of any applicable law, regulation, or third-party right.
11.9.2 The obligations in this clause shall survive termination or expiry of these Terms or any engagement between the Parties.
11.10 Cooperation and Assistance
11.10.1 The Client agrees to cooperate fully and promptly with all reasonable requests, investigations, audits, compliance checks, or remedial actions required by the Company, its regulators, or law enforcement agencies in connection with the Services or these Terms.
11.10.2 The Client shall provide any documentation, consents, or information reasonably requested by the Company for verification, compliance, dispute resolution, or legal purposes, and shall not unreasonably delay or withhold such cooperation.
11.11 Notification and Mitigation of Breaches
11.11.1 The Client shall promptly notify the Company of any actual or suspected breach of these Terms, any unauthorised use or access of the Services, or any circumstance that may reasonably be expected to result in harm, loss, or risk to the Company or its clients.
11.11.2 The Client shall take all reasonable steps to mitigate the impact of any breach, unauthorised act, or failure to comply with these Terms, including providing timely information, participating in investigations, and implementing corrective actions as reasonably required.
11.11.3
12 Subcontracting, Assignment, and Third-Party Suppliers
12.1 Subcontracting by the Company
12.1.1 The Company reserves the unrestricted right, at its sole and absolute discretion and without the need for further notice or consent from the Client, to engage, appoint, delegate, or subcontract any part or all of its obligations, duties, or services under these Terms or in connection with any Order, to one or more third parties (“Subcontractors”).
12.1.2 Subcontractors may include, but are not limited to: affiliates, group companies, subsidiaries, agents, professional advisers, regulated professionals, service providers, consultants, technical experts, digital platform operators, payment processors, logistics partners, or any other third party deemed appropriate by the Company.
12.1.3 The Company may exercise its rights under this Section for reasons including, but not limited to: (a) operational efficiency; (b) cost-effectiveness; (c) compliance with legal, regulatory, or licensing requirements; (d) technical, professional, or geographic necessity; (e) specialisation or expertise; (f) business continuity and risk management.
12.1.4 The Company shall remain responsible for the proper performance of its obligations under these Terms, notwithstanding any delegation, appointment, or subcontracting, except to the extent that such responsibility is expressly excluded, limited, or transferred by law, contract, or as otherwise provided in these Terms.
12.2 Assignment, Transfer, and Novation
12.2.1 The Company may, at any time and without restriction, assign, transfer, novate, or otherwise deal with all or any of its rights, interests, benefits, or obligations under these Terms to any affiliate, successor, purchaser, assignee, or other third party, by operation of law or otherwise.
12.2.2 The Client hereby irrevocably consents in advance to any such assignment, transfer, or novation by the Company and undertakes to execute any documents or take any steps reasonably requested by the Company to give effect to the same.
12.2.3 The Client may not assign, transfer, novate, sub-license, pledge, charge, declare a trust over, or otherwise dispose of any of its rights or obligations under these Terms, in whole or in part, without the prior written consent of the Company, which may be granted, refused, or conditioned at the Company’s absolute discretion.
12.3 Engagement and Role of Third-Party Suppliers
12.3.1 In fulfilling its obligations under these Terms, the Company may introduce, recommend, engage, or facilitate the engagement of independent third-party suppliers, contractors, professionals, or service providers (“Third-Party Suppliers”) to provide all or part of the Services to the Client.
12.3.2 Where the Client is introduced to, contracts with, or receives services from a Third-Party Supplier), the Client acknowledges and agrees that:
(1) The Company acts solely as an introducer, agent, facilitator, administrator, or intermediary, and is not a party to the contract between the Client and the Third-Party Supplier;
(2) The Third-Party Supplier is solely responsible for the performance, quality, legality, accuracy, compliance, and delivery of their services, and the Company shall not be liable for any act, omission, error, negligence, delay, default, or breach by the Third-Party Supplier.
(3) The terms and conditions of engagement, warranties, representations, limitations of liability, fees, and remedies applicable to the services provided by the Third-Party Supplier shall be as agreed directly between the Client and the Third-Party Supplier, and the Client is responsible for reviewing, accepting, and complying with such terms.
12.3.3 The Company may, for the purposes of administration, payment processing, customer support, or compliance, collect or transmit information, documentation, or payments on behalf of Third-Party Suppliers. The Client authorises such activities and acknowledges that such involvement does not create any joint venture, partnership, fiduciary, or principal-agent relationship between the Company and the Third-Party Supplier, except as expressly stated.
12.3.4 The Company does not warrant, endorse, or guarantee the qualifications, regulatory status, competence, availability, or performance of any Third-Party Supplier, and the inclusion or recommendation of any Third-Party Supplier on the Company’s Platforms or materials does not constitute an endorsement or guarantee.
12.4 Subcontracting and Liability for Regulated Services
12.4.1 Where regulated, licensed, or professional services (such as surveying, legal, tax, or engineering) are to be performed, these will be carried out exclusively by entities that hold all required licences, qualifications, and accreditations in the relevant jurisdiction (including, but not limited to, regulated third-party providers or accredited professionals).
12.4.2 The Company expressly disclaims any liability for the delivery, advice, opinion, report, certification, or professional acts of such regulated Third-Party Suppliers, except where expressly agreed in writing or required by law.
12.4.3 The Client acknowledges and agrees that, to the extent permitted by law, their sole recourse for any loss, damage, or dissatisfaction arising from regulated professional services lies with the relevant Third-Party Supplier and not the Company.
12.5 Communication and Coordination with Third-Party Suppliers
12.5.1 The Company may, as part of its facilitation or administration role, coordinate communications between the Client and Third-Party Suppliers, assist with scheduling, document transfer, payment processing, or dispute resolution, or otherwise act as a point of contact or intermediary.
12.5.2 The Client authorises the Company to share information, documentation, and data with Third-Party Suppliers as necessary for the performance or administration of the Services, subject to the confidentiality and data protection provisions in these Terms.
12.5.3 The Company is not responsible for delays, miscommunications, or errors arising from direct communications between the Client and Third-Party Suppliers outside of the Company’s Platforms or channels.
12.6 Removal, Replacement, or Substitution of Third-Party Suppliers
12.6.1 The Company may, at its discretion, remove, replace, substitute, or recommend alternative Third-Party Suppliers for any reason, including (but not limited to): (a) performance issues; (b) compliance concerns; (c) conflicts of interest; (d) operational necessity; or (e) Client request, subject to availability and any applicable fees or charges.
12.6.2 The Company is not liable for any costs, losses, or damages arising from the removal, replacement, or unavailability of any Third-Party Supplier, except where expressly agreed in writing.
12.7 No Agency or Partnership
12.7.1 Nothing in these Terms, nor any engagement of Subcontractors or Third-Party Suppliers, shall be construed as creating any partnership, joint venture, employment, or agency relationship between the Company and the Client, or between the Company and any Third-Party Supplier, except as expressly provided herein.
12.8 Continuing Effect of Assignment and Subcontracting
12.8.1 The provisions of this Section shall survive the termination, expiry, or completion of any Service or contract governed by these Terms, and shall remain effective in respect of any outstanding engagements, obligations, or rights involving Subcontractors, Third-Party Suppliers, or assignees.
12.8.2
13 Limitation of Liability and Indemnity
13.1 General Limitation of Liability
13.1.1 To the fullest extent permitted by applicable law, the aggregate liability of the Company, its affiliates, officers, directors, shareholders, employees, agents, licensors, successors, and assigns (collectively, the “Company Group”), whether arising in contract, tort (including negligence), statute, equity, or otherwise, in respect of any and all claims, losses, damages, costs, expenses, actions, demands, liabilities, proceedings, or causes of action arising out of or in connection with these Terms, the Services, the Platforms, or any transaction or communication with the Client, shall in no event exceed the total amount of fees actually paid by the Client to the Company for the specific Service giving rise to the claim, in the twelve (12) months immediately preceding the event or occurrence from which the liability arose.
13.1.2 The Company Group shall not be liable for any liability, claim, loss, damage, cost, or expense to the extent that it is caused, contributed to, or aggravated by any act, omission, negligence, breach, or failure by the Client, its agents, representatives, or affiliates.
13.2 Exclusions of Liability
13.2.1 Under no circumstances shall the Company Group be liable for any indirect, consequential, incidental, exemplary, special, punitive, or economic losses or damages of any kind whatsoever, including but not limited to loss of profit, loss of revenue, loss of business opportunity, loss of contracts, loss of anticipated savings, loss or corruption of data, loss of goodwill, or business interruption, arising out of or in connection with these Terms, the Services, the Platforms, or any related matter, regardless of the legal or equitable basis of liability, whether or not the Company was advised of the possibility of such damages.
13.2.2 The Company Group expressly disclaims any liability for:
(1) The acts, omissions, errors, negligence, or defaults of any Third-Party Supplier, subcontractor, partner, or other external party, and other regulated professionals;
(2) Any regulated, professional, technical, or advisory service, assessment, report, certification, or opinion provided by any Third-Party Supplier, which is subject to the Third-Party Supplier’s own contract, terms, and professional liability;
(3) Any failure, interruption, error, delay, or defect in the operation, access, security, or availability of the Platforms, Services, websites, software, or technology, including due to maintenance, cyberattack, unauthorised access, power failure, or force majeure;
(4) Loss, destruction, or unauthorised disclosure of data or content due to factors beyond the Company’s reasonable control;
(5) Any damages arising from reliance on general information, templates, guides, or FAQs provided by the Company, which do not constitute professional advice or a substitute for independent judgment.
13.2.3 The Company Group does not exclude or limit liability for death or personal injury caused by its gross negligence, fraud, fraudulent misrepresentation, or any liability that cannot be excluded or limited by law.
13.3 Risk Acknowledgement and Assumption
13.3.1 The Client acknowledges and agrees that:
(1) The use of the Services, Platforms, and any associated technology is at the Client’s sole risk, and is provided “as is” and “as available”;
(2) The Client is responsible for making its own independent assessment and due diligence as to the suitability, quality, and appropriateness of the Services and any Third-Party Supplier, and for obtaining appropriate professional advice where necessary;
(3) The Client assumes full responsibility for all communications, transactions, decisions, instructions, and use of any deliverables, information, or reports obtained through the Services or Platforms;
(4) No guarantee, warranty, or representation is given as to the suitability, quality, accuracy, completeness, legality, or fitness for purpose of any Service, deliverable, or Third-Party Supplier.
13.4 Time Limitation for Claims
13.4.1 Any claim, demand, or cause of action by the Client against the Company Group in connection with these Terms, the Services, or the Platforms must be notified in writing to the Company within six (6) months of the date on which the Client became, or ought reasonably to have become, aware of the facts giving rise to the claim. Any claim not so notified shall be deemed irrevocably waived and barred.
13.4.2 No legal proceedings or dispute resolution proceedings may be commenced more than twelve (12) months after the date on which the Client became, or ought reasonably to have become, aware of the facts giving rise to the claim.
13.5 Client Indemnity
13.5.1 The Client agrees to indemnify, defend, and hold harmless the Company Group from and against any and all claims, demands, actions, proceedings, losses, damages, liabilities, penalties, costs, and expenses (including legal and professional fees) incurred or suffered by the Company Group as a result of, or in connection with:
(1) Any breach of these Terms, the Order Confirmation, or any applicable policy by the Client or its representatives;
(2) Any unlawful, fraudulent, negligent, or wilful act or omission by the Client;
(3) Any infringement of intellectual property rights, privacy rights, or confidentiality obligations by the Client or arising from content, documents, or data provided by the Client;
(4) Any claim, demand, or dispute between the Client and a Third-Party Supplier, except to the extent caused by the gross negligence or fraud of the Company;
(5) Any loss, damage, or liability arising from the Client’s misuse of the Services, Platforms, accounts, or access credentials.
13.5.2 The indemnity in this Section survives the termination or expiry of these Terms or any engagement with the Company.
13.6 Force Majeure
13.6.1 The Company Group shall not be liable for any failure, delay, interruption, or non-performance of its obligations under these Terms, the Services, or the Platforms, to the extent that such failure is caused, directly or indirectly, by any act, event, or circumstance beyond its reasonable control (“Force Majeure”), including but not limited to: natural disaster, epidemic, pandemic, war, terrorism, civil commotion, riot, embargo, fire, flood, strike, labour dispute, industrial action, cyberattack, system failure, governmental action, or changes in law or regulation.
13.6.2 In the event of Force Majeure, the Company shall be entitled to a reasonable extension of time for performance, and may, at its discretion, suspend, modify, or cancel any affected Service or engagement without liability.
13.7 Exclusions and Severability
13.7.1 If any provision of this Section is held to be invalid, unlawful, or unenforceable in any jurisdiction, such provision shall be deemed deleted or modified to the minimum extent required, without affecting the validity or enforceability of the remaining provisions or of the same provision in any other jurisdiction.
13.8 Priority and Precedence
13.8.1 In the event of any conflict or inconsistency between this Section and any other provision of these Terms or any Service-Specific Terms, the provisions of this Section shall prevail to the maximum extent permitted by law.
13.8.2
14 Force Majeure and Unforeseen Circumstances
14.1 Definition and Scope of Force Majeure
14.1.1 For the purposes of these Terms, “Force Majeure” shall mean any event, circumstance, occurrence, or combination of events or circumstances beyond the reasonable control of the Company (including its affiliates, officers, employees, Subcontractors, and Third-Party Suppliers), which renders the performance of any obligation under these Terms, in whole or in part, impracticable, impossible, unlawful, unsafe, or commercially unreasonable, whether temporarily or permanently.
14.1.2 Force Majeure events include, without limitation:
(1) Natural disasters, acts of God, earthquake, flood, fire, lightning, storm, hurricane, tornado, tsunami, volcanic eruption, landslide, drought, or other extreme natural events;
(2) Epidemic, pandemic, public health emergency, infectious disease outbreak, quarantine, travel restrictions, or government-imposed lockdown;
(3) War, armed conflict, terrorism, insurrection, rebellion, riot, civil commotion, sabotage, military or paramilitary action, embargo, blockade, or other act of hostility;
(4) Act or intervention of any government, regulator, court, or authority, including imposition or change of law, regulation, restriction, sanction, or policy;
(5) Labour dispute, strike, lockout, work stoppage, shortage of labour, industrial action, or unavailability of workforce;
(6) Fire, explosion, mechanical breakdown, accident, or material damage to property, facilities, equipment, data centres, or infrastructure;
(7) Failure, unavailability, or interruption of telecommunications, internet, hosting services, utility supply, energy, transport, or logistics;
(8) Cyberattack, hacking, malware, ransomware, denial-of-service attack, or other unauthorised or criminal activity affecting the Company or its supply chain;
(9) Any other event or cause, whether similar or dissimilar to those listed above, which is beyond the reasonable control of the Company and which prevents, impairs, or delays the performance of its obligations.
14.2 Consequences of Force Majeure
14.2.1 Where the Company is prevented, hindered, delayed, or rendered unable (in whole or in part) to perform any obligation under these Terms by reason of Force Majeure, such obligation shall be suspended for the duration of the Force Majeure event, and the time for performance shall be extended by a period equal to the duration of the event and its consequences.
14.2.2 The Company shall not be liable to the Client for any losses, damages, costs, claims, penalties, or liabilities arising from or in connection with its inability or delay in performing any obligation due to Force Majeure.
14.2.3 The Company will use reasonable efforts to mitigate the impact of the Force Majeure event, to resume performance as soon as practicable, and to notify the Client of the occurrence and anticipated duration of the event.
14.2.4 If a Force Majeure event continues for a period exceeding sixty (60) consecutive days, either Party may terminate the affected Order or engagement by written notice, without further liability except for amounts accrued up to the date of termination.
14.3 Exclusions and Limitations
14.3.1 The Client acknowledges and agrees that no refunds, credits, or compensation shall be payable in respect of Services affected, delayed, suspended, or cancelled due to Force Majeure, except as expressly provided in these Terms or required by law.
14.3.2 Nothing in this Section shall excuse the Client from paying fees, charges, or amounts due and payable for Services already performed or delivered prior to the Force Majeure event.
14.4 Rights and Remedies Cumulative
14.4.1 The rights and remedies set forth in this Section are cumulative of, and without prejudice to, any other rights, remedies, exclusions, or limitations of liability available to the Company under these Terms or applicable law.
14.5 Survival
14.5.1 The provisions of this Section shall survive the termination, expiry, or cancellation of any contract, Order, or engagement governed by these Terms.
14.5.2
15 Governing Law and Jurisdiction
15.1 Governing Law
15.1.1 These Terms, and any contract, Order, or engagement arising from or related to the Services, Platforms, or relationship between the Parties, shall be governed by, and construed in accordance with, the laws of the United Arab Emirates as applicable in the Emirate of Dubai, and, to the extent applicable, the federal laws of the United Arab Emirates, without regard to any conflict of law principles.
15.1.2 Where the Services or relationships pertain exclusively to regulated activities performed by a regulated third-party provider in a specific jurisdiction, the laws of that jurisdiction may apply solely to those specific regulated activities, subject to the mandatory requirements of applicable law and the professional regulations of any relevant authorities.
15.1.3 In the event that a specific matter, claim, or dispute falls within the exclusive jurisdiction or regulatory purview of a particular jurisdiction, the governing law for such matter may be that of the relevant jurisdiction as required by applicable law or regulation.
15.2 Jurisdiction and Forum Selection
15.2.1 Subject to the provisions of Section 16 (Dispute Resolution), the Parties irrevocably agree that the courts of the Emirate of Dubai, United Arab Emirates, shall have exclusive jurisdiction to hear, determine, and settle any dispute, controversy, claim, or difference arising out of or in connection with these Terms, the Services, or any related matter, except as expressly provided otherwise in these Terms.
15.2.2 Where a dispute relates solely to regulated professional services provided by a regulated third-party provider in a specific jurisdiction, and the matter falls under the exclusive jurisdiction of the courts or professional regulatory authority of that jurisdiction, the courts or relevant authority of that jurisdiction shall have jurisdiction to the extent required by law.
15.2.3 Nothing in this Section shall prevent the Company from bringing any action or proceeding against the Client in any other court or jurisdiction where the Client is domiciled, has assets, or is subject to enforcement proceedings.
15.2.4 The Client expressly waives any objection to the jurisdiction or venue of any court specified herein, including claims of inconvenient forum or lack of personal jurisdiction.
15.3 International Enforcement
15.3.1 The Parties agree that any judgment, order, or award rendered by a court of competent jurisdiction may be enforced in any country or territory where the Client or its assets may be located, and the Client expressly submits to the jurisdiction of such courts for purposes of enforcement.
15.4 Arbitration and Alternative Dispute Resolution (Optional Clause)
15.4.1 At the Company’s sole discretion, any dispute, controversy, or claim arising out of or in connection with these Terms or any Service may be referred to and finally resolved by binding arbitration under the Arbitration Rules of the Dubai International Arbitration Centre (DIAC), as amended from time to time.
15.4.2 The seat of arbitration shall be Dubai, United Arab Emirates. The language of the arbitration shall be English. The tribunal shall consist of one (1) or more arbitrators appointed in accordance with the DIAC Rules.
15.4.3 The Parties may agree in writing to use alternative dispute resolution procedures, such as mediation or expert determination, for non-legal, commercial, or technical disputes.
15.4.4 Nothing in this Section shall prevent any Party from seeking urgent injunctive relief, interlocutory orders, or equitable remedies from a court of competent jurisdiction at any time.
15.5 Severability
15.5.1 If any provision of this Section is held to be invalid, illegal, or unenforceable in any jurisdiction, such provision shall be deemed deleted or modified to the minimum extent required, without affecting the validity or enforceability of the remaining provisions.
15.5.2
16 Dispute Resolution and Complaints
16.1 Internal Complaints and Escalation Procedure
16.1.1 The Company is committed to resolving all complaints, concerns, and disputes in a prompt, fair, and transparent manner. The Client is encouraged to raise any issue, question, or dissatisfaction regarding the Services, Platforms, or conduct of the Company or its representatives as soon as reasonably practicable.
16.1.2 All complaints must be submitted in writing to the Company’s designated complaints contact (by email, secure portal, or written letter), providing full details, supporting evidence, relevant documentation, and a clear explanation of the basis for the complaint.
16.1.3 The Company will acknowledge receipt of the complaint within five (5) business days and will use reasonable efforts to investigate, review, and respond to the complaint in writing within twenty (20) business days of receipt.
16.1.4 If further information or clarification is required, the Company may request such information from the Client and will place the complaint process on hold until the requested information is received.
16.1.5 If the complaint cannot be resolved at the initial level, it may be escalated internally to a senior manager, director, or complaints officer who will conduct an independent review and issue a written decision.
16.2 Alternative Dispute Resolution
16.2.1 In the event that a complaint or dispute cannot be resolved through the internal complaints process set out above, the Parties may, by mutual agreement, seek to resolve the matter through informal negotiations, mediation, conciliation, or other alternative dispute resolution (ADR) mechanisms.
16.2.2 Any ADR process shall be conducted in good faith, on a confidential and without-prejudice basis, and without prejudice to the Parties’ rights to pursue formal legal remedies if the dispute remains unresolved.
16.2.3 The costs of any ADR procedure shall, unless otherwise agreed, be borne equally by the Parties.
16.3 Formal Dispute Resolution (Court or Arbitration)
16.3.1 If a complaint or dispute remains unresolved after completion of the Company’s internal complaints process and, if applicable, any ADR process, either Party may initiate formal dispute resolution proceedings in accordance with Section 15 (Governing Law and Jurisdiction).
16.3.2 The Party initiating such proceedings shall provide written notice to the other Party setting out the nature of the dispute, the relief sought, and the relevant supporting documents.
16.3.3 Unless otherwise agreed, the Parties shall continue to perform their respective obligations under these Terms (to the extent not directly affected by the dispute) pending the final resolution of the matter.
16.4 Special Complaints and Regulated Activities
16.4.1 Where the Client’s complaint relates to regulated professional services (such as surveying activities performed by a regulated third-party provider), the Client may have the right to escalate the complaint to the relevant professional or regulatory body (including, where applicable, organisations such as RICS or the Property Ombudsman), in accordance with the regulatory requirements and complaint procedures of that body.
16.4.2 The Company will cooperate with any investigation, inquiry, or adjudication conducted by a competent regulatory or professional authority, subject to its legal and contractual obligations.
16.5 Time Limits and Finality
16.5.1 Unless otherwise provided by law, any complaint, claim, or cause of action relating to the Services, Platforms, or these Terms must be notified to the Company within six (6) months of the date on which the Client became aware (or ought reasonably to have become aware) of the facts giving rise to the complaint.
16.5.2 Failure to raise a complaint or commence dispute resolution within this period will constitute a waiver and bar to any further claim or action in respect of the subject matter of the complaint.
16.6 No Waiver of Rights
16.6.1 Participation in any complaints or dispute resolution process shall not constitute a waiver of any legal or contractual right, remedy, or defence available to either Party, except as expressly set out in a written settlement agreement signed by both Parties.
16.6.2
17 Miscellaneous, Entire Agreement, and Final Provisions
17.1 Entire Agreement
17.1.1 These Terms, together with any Order Confirmation, Service-Specific Terms, schedules, annexes, addenda, policies, notices, or documents expressly incorporated by reference, constitute the entire agreement and understanding between the Company and the Client regarding the subject matter hereof, and supersede all prior or contemporaneous negotiations, discussions, agreements, representations, warranties, promises, or understandings, whether oral or written, relating to the same.
17.1.2 The Client acknowledges that it has not relied on any statement, promise, assurance, or representation made or given by or on behalf of the Company which is not expressly set out in these Terms, and waives all rights and remedies in respect thereof, except in the case of fraud or fraudulent misrepresentation.
17.2 Amendments and Updates
17.2.1 The Company reserves the right to amend, update, revise, or supplement these Terms, its policies, Service-Specific Terms, pricing, or any related documents at any time, for any reason, and at its sole discretion, by posting the revised version on its website, Platforms, or by giving written notice to the Client.
17.2.2 Unless otherwise required by law, amendments shall take effect from the date of publication or notice, and continued use of the Services or Platforms after such date shall constitute acceptance of the revised Terms.
17.2.3 If the Client does not accept any amendment, its sole remedy shall be to discontinue use of the Services and provide written notice of termination in accordance with these Terms.
17.3 Severability
17.3.1 If any provision or part-provision of these Terms is found by a court or authority of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be deemed deleted, modified, or limited to the minimum extent necessary to render it valid, legal, and enforceable. The remainder of these Terms shall not be affected and shall continue in full force and effect.
17.4 No Waiver
17.4.1 No failure, delay, or omission by the Company in exercising any right, power, privilege, or remedy under these Terms shall constitute a waiver of such right or remedy, nor shall any single or partial exercise preclude any further exercise or the exercise of any other right or remedy.
17.4.2 Any waiver or release of rights by the Company must be in writing and signed by a duly authorised officer. No waiver of any breach or default shall be deemed a waiver of any subsequent or continuing breach or default.
17.5 Assignment and Third-Party Rights
17.5.1 The Company may assign, transfer, novate, or subcontract all or any part of its rights, interests, or obligations under these Terms to any affiliate, group company, purchaser, assignee, or third party at its discretion.
17.5.2 The Client may not assign, transfer, or deal with any of its rights or obligations under these Terms without the prior written consent of the Company.
17.5.3 Except as expressly stated in these Terms, no person other than the Company and the Client shall have any right to enforce or rely upon any provision of these Terms, whether under the Contracts (Rights of Third Parties) Act 1999 (UK), UAE law, or otherwise.
17.6 Relationship of the Parties
17.6.1 Nothing in these Terms shall create or be deemed to create any partnership, joint venture, employment, agency, or fiduciary relationship between the Company and the Client, except as expressly provided herein.
17.7 Interpretation and Construction
17.7.1 The headings and section titles in these Terms are for convenience only and do not affect the interpretation or construction of any provision.
17.7.2 References to statutes, regulations, or laws include any amendment, consolidation, re-enactment, or replacement thereof from time to time.
17.7.3 Unless the context otherwise requires, words in the singular include the plural and vice versa; references to a gender include all genders.
17.7.4 The words “including”, “for example”, or similar expressions shall be construed as illustrative and not limiting.
17.8 Notices and Communications
17.8.1 Any notice or communication to be given under these Terms shall be in writing and delivered in accordance with the procedures set out in Section 10 (Confidentiality and Communications).
17.9 Survival of Terms
17.9.1 Any provisions of these Terms which by their nature or context are intended to survive termination or expiry shall remain in full force and effect, including (but not limited to) those relating to confidentiality, intellectual property, limitations of liability, indemnity, governing law, and dispute resolution.
17.10 Counterparts and Electronic Execution
17.10.1 These Terms and any Order Confirmation or document to be signed under or in connection with these Terms may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
17.10.2 The Parties agree that electronic signatures, scanned or digital copies, and electronic communications may be used to execute, deliver, and evidence agreements, notices, and consents under these Terms, with the same validity and effect as original wet-ink signatures to the extent permitted by law.
Simon Hanchard BSc (Hons), AssocRICS, MCIOB
Director – Chartered Construction Manager
Contact Details:
Tel: (+44) 0203 691 0451
Mob: (+44) 07901 333 164
Email: simon@flettons.com
Website: www.flettons.com
Registered Office:
20–22 Wenlock Road, London, N1 7GU
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Flettons Surveyors Limited is a company registered in England and Wales, trading as Flettons.
Registered number: 16215569
Registered office: 20–22 Wenlock Road, London, N1 7GU