Terms and Conditions

1. Parties and Definitions

These Terms are entered into between you (the “Client”) and the service provider:

In these Terms: “CoreLedger”, “we”, “us” or “our” means CoreLedger – F.Z.E; “Services” means the accounting, bookkeeping, tax, payroll, reporting, compliance, advisory or other services we agree to provide, as described in the relevant invoice, quotation, proposal, order confirmation or written correspondence; “Engagement” means the supply of any Services to the Client; and “Fees” means the amounts payable for the Services. The Client and CoreLedger are referred to collectively as the “Parties” and individually as a “Party”.

2. Acceptance of These Terms

The Client is deemed to have read, understood and accepted these Terms, and they become legally binding on the Client, upon the earliest of:

• payment, in whole or in part, of any invoice issued by CoreLedger that refers to these Terms;
• any written or electronic instruction by the Client for CoreLedger to commence or continue the Services;
• the Client’s continued use of, or acceptance of the benefit of, the Services.

Each invoice we issue refers to these Terms and states where they are published. In accordance with the UAE Federal Decree-Law No. (50) of 2022 promulgating the Commercial Transactions Law, the Federal Decree-Law No. (25) of 2025 promulgating the Civil Transactions Law, and the Federal Decree-Law No. (46) of 2021 on Electronic Transactions and Trust Services, acceptance may be given by conduct (including payment) and in electronic form, and such acceptance is valid, binding and enforceable without a handwritten signature. The Parties agree that an electronic record of acceptance (including the record of payment of an invoice) satisfies any requirement that their agreement, including these Terms, be made or evidenced in writing.

3. Scope of Services

We will provide the Services described in the applicable invoice, quotation, proposal or written correspondence with reasonable skill and care. The Services are limited to what is expressly described; anything not expressly included is excluded.

• We may rely on the information, documents and instructions supplied by the Client without independently verifying them, and we are not responsible for their accuracy or completeness.
• Our role is to assist the Client; the Client remains responsible for its own records, for the decisions it takes, and for the timely fulfilment of its own statutory and regulatory obligations (including filings, payments and disclosures), except where we have expressly agreed in writing to perform a specific filing.
• Any deadline, timeline or turnaround we indicate is an estimate given in good faith and is conditional on the Client providing complete and accurate information in good time. We are not liable for delays caused by the Client or by third parties.
• We do not provide legal advice, audit or assurance services, investment advice, or any regulated service we are not licensed to provide. Where such services are required, we may help the Client engage an appropriately qualified third party at the Client’s cost.
• We may decline to provide, or may suspend, any Service, and may decline to act on any instruction, at our discretion, in particular where doing so could breach applicable law or our professional or compliance obligations.
• We may use subcontractors, affiliates or third-party software and tools in performing the Services and remain responsible for the Services as set out in these Terms.

4. Client Obligations

The Client agrees to:

• pay the Fees and reimburse expenses in accordance with these Terms;
• provide complete, accurate and up-to-date information, documents and instructions in good time, and promptly notify us of any change;
• grant the access we reasonably require (including to accounting software, bank statements and records) to perform the Services;
• provide all data and documents we require to comply with the Know-Your-Customer (KYC), anti-money-laundering (AML) and counter-terrorist-financing laws of the UAE, and keep them current;
• review the deliverables we provide and notify us of any apparent error without undue delay;
• not engage our personnel outside the scope of the Engagement, nor solicit them for employment, during the Engagement and for twelve (12) months afterwards, without our written consent.

The Client is solely responsible for any consequence of incomplete, inaccurate, misleading or late information, or of failing to act on our advice or deliverables.

5. Fees, Invoicing and Payment

• Fees are those stated in the applicable invoice, quotation or proposal. Unless stated otherwise, recurring Services are payable monthly in advance, and other Services are payable on issue of the invoice.
• Unless expressly stated to be inclusive, all Fees are exclusive of VAT and any other applicable taxes, levies or duties, which the Client shall pay in addition.
• Services not covered by the agreed scope are charged separately at our prevailing hourly rates (currently AED 250.00 per hour) or at a separately quoted price.
• Any Fee quoted or agreed (including a price agreed in correspondence) is based on the scope, volume and complexity of the work as described and represented by the Client at the time of agreement. Where the actual scope, volume or complexity proves materially greater than was described, or where the Client understated, omitted or misrepresented it during negotiation, we may revise the agreed Fee to reflect the actual work. We will notify the Client of the revised Fee before continuing the affected Services; the Client’s instruction to proceed, or continued use of the Services, constitutes acceptance of the revised Fee.
• Invoices are payable in full, without set-off, deduction or withholding, by the due date stated on the invoice and in any event before the 5th day of the relevant calendar month for recurring Services.
• We may charge late-payment interest on overdue amounts at 1.5% per month (or the maximum permitted by UAE law, if lower), accruing daily from the due date until payment.
• If any invoice is overdue, we may, without liability and without prejudice to our other rights, suspend or withhold all or part of the Services and any deliverables (including filings and access to work product) until all outstanding amounts are paid in full.
• Fees are non-refundable to the extent they relate to Services already performed or to time already incurred. Pre-paid Fees for Services not yet performed are refundable only as expressly provided in these Terms.
• We may revise our Fees and rates from time to time; revised Fees apply to Services invoiced after the revision.

6. Expenses and Disbursements

The Client shall reimburse reasonable out-of-pocket expenses and third-party disbursements incurred in connection with the Services, including software subscriptions necessary to provide the Services, translation fees, fees of specialists engaged for the Engagement, and government or regulator fees and charges. Where practicable we will agree material expenses with the Client in advance. Reimbursement is made against electronic copies of supporting documents.

7. Confidentiality

Each Party shall keep confidential all non-public financial and business information received from the other Party in connection with the Services and shall not disclose it to any third party without the other Party’s prior written consent, except where disclosure is required by law, regulation, a court or a competent authority, or to our professional advisers, subcontractors or affiliates who are bound by equivalent confidentiality obligations. These obligations continue for five (5) years after the Engagement ends. Nothing in this clause restricts our use of anonymised or aggregated data, or our rights under clause 13 (Marketing).

8. Data Protection

We process personal data in accordance with the UAE Federal Decree-Law No. (45) of 2021 on the Protection of Personal Data (PDPL) and our Privacy Policy, which forms part of these Terms. The Client confirms it has the right to share with us any personal data it provides and that it does so in compliance with applicable data-protection law.

9. Anti-Money-Laundering and Compliance

We are subject to UAE AML, counter-terrorist-financing and sanctions obligations and to our AML Policy. We may carry out customer due diligence and ongoing monitoring, request information at any time, and decline, suspend or terminate the Services and/or make any report required by law. We shall have no liability to the Client for any action taken, or Service withheld or delayed, in order to comply with these obligations, and we are not required to notify the Client of any report made to the authorities.

10. Intellectual Property and Work Product

All methodologies, templates, models, software, know-how and materials we own or develop remain our property. On full payment of all Fees relating to the relevant deliverable, we grant the Client a non-exclusive, non-transferable licence to use that deliverable for its own internal business purposes. Until all Fees are paid in full, all deliverables and work product remain our property and we may withhold them. The Client retains ownership of its own pre-existing materials and data supplied to us.

11. Limitation of Liability

The following limitations apply to the maximum extent permitted by UAE law:

• We are not liable for any indirect, incidental, special or consequential loss, or for any loss of profit, revenue, business, goodwill, data, savings or opportunity, however arising.
• Our total aggregate liability arising out of or in connection with the Services, whether in contract, tort (delict) or otherwise, is limited to the total Fees actually received by us from the Client for the specific Service giving rise to the claim during the three (3) months immediately preceding the event giving rise to the claim.
• We are not liable for any loss arising from: information, documents or instructions that are inaccurate, incomplete, misleading or provided late by the Client; the Client’s failure to act on our advice or deliverables; the acts, omissions, systems, charges, decisions or delays of any third party (including banks, the Federal Tax Authority and other authorities, software providers, auditors and couriers); or any cause beyond our reasonable control.
• Any claim must be notified to us in writing within three (3) months of the date on which the Client became aware, or ought reasonably to have become aware, of the circumstances giving rise to it, and in any event no later than six (6) months after the relevant Service was performed, failing which the claim is waived.
• Where penalties, fines or statutory charges are imposed on the Client solely and directly as a result of our gross negligence, material error or wilful misconduct in performing the Services, we will compensate the Client for the amount of those penalties, fines or charges, provided the Client supplies official documents evidencing them — and subject always to the aggregate cap set out above.

Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under UAE law, including liability for fraud, for wilful misconduct, or for gross negligence.

12. Indemnity

The Client shall indemnify and hold us harmless against all claims, losses, liabilities, fines, costs and expenses (including reasonable legal fees) we incur arising out of or in connection with: the Client’s breach of these Terms; any inaccurate, incomplete or unlawful information, document or instruction provided by the Client; or any claim by a third party (including any authority) arising from the Client’s acts, omissions or affairs, save to the extent directly caused by our gross negligence or wilful misconduct.

13. Marketing and Communications

The Client consents to (i) our use of the e-mail address provided to send informational and marketing materials about our services, from which the Client may unsubscribe at any time; and (ii) our use of the Client’s name, trade name or logo on our website and promotional materials to identify the Client as a client of CoreLedger. The Client may withdraw this consent by written notice; withdrawal does not affect processing carried out before withdrawal.

14. Term, Suspension and Termination

• The Engagement begins when these Terms are accepted (clause 2) and continues until completed or terminated. Recurring Services continue on a rolling monthly basis.
• Either Party may terminate the Engagement, or any recurring Service, on one (1) month’s prior written notice.
• We may suspend or terminate the Engagement with immediate effect on written notice if the Client fails to pay any amount when due, breaches these Terms, or where required for legal or compliance reasons.
• On termination the Client shall pay for all Services performed up to the date of termination together with expenses incurred. Where we terminate for the Client’s breach or non-payment, all outstanding Fees become immediately due.
• Clauses that by their nature should survive termination — including Fees due, Confidentiality, Data Protection, Intellectual Property, Limitation of Liability, Indemnity, and Governing Law and Jurisdiction — survive.

15. Force Majeure

We are not liable for any delay or failure to perform caused by events beyond our reasonable control, including acts of God, natural disaster, epidemic or pandemic, war, terrorism, civil unrest, governmental or regulatory action, change in law, failure of utilities, telecommunications or third-party systems, or interruption of banking or payment infrastructure.

16. Amendments to These Terms

We may amend these Terms from time to time by publishing an updated version on our website. The version of these Terms in force at the time the relevant invoice is paid or the relevant Service is accepted governs that Service. Continued use of the Services after an update constitutes acceptance of the updated Terms.

17. General

• Entire agreement. Subject to the precedence rule set out above, these Terms constitute the entire agreement between the Parties in respect of the Services and supersede all prior understandings, whether oral or written.
• Assignment. The Client may not assign or transfer its rights or obligations without our prior written consent. We may assign or subcontract our rights and obligations to an affiliate or successor.
• Notices. Notices are valid if sent by e-mail to the address each Party normally uses to communicate with the other, or to contact@coreledger.org for notices to us.
• Severability. If any provision is held invalid or unenforceable, the remaining provisions continue in full force, and the invalid provision is replaced by a valid one that most closely reflects the original intent.
• Waiver. No failure or delay in exercising any right is a waiver of it.
• Language. These Terms are published in English and Russian. In the event of any inconsistency, the English version prevails.

18. Governing Law and Jurisdiction

These Terms, and any dispute or claim arising out of or in connection with them or the Services (including non-contractual disputes), are governed by and construed in accordance with the laws of the United Arab Emirates.

The Parties irrevocably agree, and by accepting these Terms agree in writing for the purposes of Article 13(8) and 13(9) of the ADGM Founding Law (Abu Dhabi Law No. (4) of 2013, as amended) and the ADGM Courts Regulations, that the courts of the Abu Dhabi Global Market (ADGM) shall have exclusive jurisdiction to settle any such dispute or claim, notwithstanding that the Parties may have no other connection with the ADGM. The Parties confirm that their acceptance of these Terms in electronic form (including by payment of an invoice referring to these Terms) constitutes the written agreement required to confer jurisdiction on the ADGM Courts.

If, for any reason, the ADGM Courts decline jurisdiction or are held not to have jurisdiction over a particular dispute, that dispute shall be subject to the exclusive jurisdiction of the competent courts of the Emirate of Ajman and the federal courts of the United Arab Emirates, applying the laws of the United Arab Emirates.

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