Last Updated: Jan 2024
GFS Consultancy Group (GFSCOG) FZ LLE, a company having its registered office at Office 2002, 20th Floor, Creative Tower, P. O. Box 4422 Fujairah, UAE, registered with a license no. 18782/2024 at Creative City Free zone (hereinafter referred to as “GFSCOG FZ LLE,” “GFSCOG,” “we,” “us” or “our”).
1. Definitions
In these General Terms and Conditions, the following terms have the subsequent meaning unless explicitly stated otherwise:
- Terms and Conditions: these general terms and conditions.
- Company: the Counterparty acting in the conduct of a business or profession.
- Assignment: all activities, in any form, performed by GFSCOG for (the benefit of) the Counterparty.
- Agreement: each agreement concluded between GFSCOG and the Counterparty.
- Counterparty: the Company that has accepted these Terms and Conditions and has given instructions to perform an Assignment.
Unless the Terms and Conditions explicitly state otherwise, the singular shall include the plural and vice versa, and reference to the male form shall include the female form and vice versa, in relation to the interpretation of the Terms and Conditions.
2. Applicability
2.1 These Terms and Conditions are applicable to all proposals and Agreements made between GFSCOG and the Counterparty, unless the parties have expressly waived these Terms and Conditions in writing.
2.2 These Terms and Conditions are also applicable to agreements with GFSCOG, where third parties should be involved for the fulfilment of the agreement.
2.3 The applicability of terms and conditions of the Counterparty is hereby excluded explicitly.
2.4 Deviations of the Agreement and Terms and Conditions shall only be valid in case these have been explicitly agreed upon in writing.
3. Proposals
3.1 All proposals where the contrary has not been explicitly stated, qualify as a non-committal proposal and can always be revoked, even if it includes a term for acceptance. Proposals can also be revoked within 7 days after receipt by GFSCOG, in which case no agreement will be concluded.
3.2 All proposals of GFSCOG are valid for a period of 4 weeks unless indicated otherwise.
3.3 GFSCOG shall not be bound to proposals when the Counterparty, based on reasonableness and fairness and in general accepted principles, should have understood that the proposal (in whole or in part) contains an obvious mistake or error.
3.4 In the event the acceptance deviates from the proposal (whether on minor points or not), GFSCOG shall not be bound to such acceptance. Unless GFSCOG states otherwise, the Agreement will not be concluded in accordance with such deviating acceptance.
4. Conclusion of the Agreement
4.1 The Agreement is concluded by the acceptance of the Counterparty of the proposal of GFSCOG.
4.2 Proposals can only be accepted in writing (including those made through electronic means). GFSCOG is nonetheless entitled to acknowledge a verbal acceptance as if this would have been made in writing.
4.3 The Agreement is concluded upon signing of the confirmation of assignment by both the Counterparty and GFSCOG, or upon the effective start of the assignment execution by GFSCOG.
4.4 The Agreement replaces all previous proposals, correspondence, or other communication, in writing or verbally.
5. Performance of the Agreement
5.1 The Agreement will be performed by GFSCOG to the best of its knowledge and ability, using reasonable efforts to supply services and deliverables in accordance with the Agreement and good professional practice.
5.2 GFSCOG determines how and by whom the Assignment is performed. GFSCOG is authorized to let third parties carry out certain tasks, as long as it retains control of the final work.
5.3 GFSCOG is authorized to perform the Agreement in phases. In case the Agreement is performed in phases, GFSCOG is entitled to invoice each executed part separately. If, and as long as an invoice is not paid by the Counterparty, GFSCOG is not required to perform the next phase and is authorized to suspend the performance of the Agreement.
5.4 GFSCOG is entitled to holiday days which are communicated in advance, despite any minimum hours included in the Agreement.
6. Changes and additional work
6.1 If during the performance of the Agreement it appears to be necessary to change or supplement the Agreement for an adequate execution thereof, GFSCOG will inform the Counterparty as soon as possible. Parties will make any changes to the Agreement timely and in consultation with each other.
6.2 If the Parties agree that the Agreement needs to be changed/supplemented, the time to completion of the performance may be influenced by this. The Counterparty will be informed accordingly by GFSCOG as soon as practicable.
6.3 If the necessary changes or supplements to the Agreement shall have financial, quantitative and/or qualitative consequences, the Counterparty will be informed by GFSCOG in advance.
6.4 If a fixed fee or fixed price is agreed upon, GFSCOG will indicate to what extent the changes/supplement of the Agreement impacts the fee/price. In this case, GFSCOG will try – to the extent possible – to provide a quotation in advance.
6.5 GFSCOG shall not be entitled to charge additional costs in case the changes/supplement is due to circumstances exclusively attributable to GFSCOG.
6.6 Changes made to the original Agreement shall only be valid once these changes are accepted by both Parties in writing.
7. Obligations of the Counterparty
7.1 The Counterparty must make sure that all information, equipment or spaces required for the performance of the Agreement as indicated by GFSCOG, or which the Counterparty should reasonably understand are required for the performance, are available in time. In addition, the Counterparty needs to provide all rights and authorizations to GFSCOG that are required to execute the Assignment adequately.
7.2 GFSCOG is not liable for any damages, of any kind, as a result of using incorrect and/or incomplete information provided by the Counterparty with respect to the performance of the Agreement unless this inaccuracy or incompleteness should be known by GFSCOG.
7.3 The Counterparty will ensure that any of its employees who are involved in the activities are available on time.
7.4 The Counterparty should refrain from any conduct which makes it impossible for GFSCOG to properly execute the Assignment.
7.5 In case GFSCOG or third parties involved by GFSCOG carry out activities in relation to the Assignment at the Counterparty’s location or at a location designated by the Counterparty, the Counterparty will provide the reasonably desired facilities free of any costs.
7.6 In case the Counterparty fails to meet its obligations as referred to in this article, GFSCOG has the right to suspend the execution of the Agreement and/or charge the Counterparty for the extra costs, in accordance with the market prices or fees, incurred due to the delay.
8. Rates
8.1 The rates and prices indicated by GFSCOG are exclusive of VAT, unless explicitly agreed otherwise in writing.
8.2 The rates and prices are indicated by GFSCOG already include all expenses unless otherwise agreed.
8.3 In case no rate or price was explicitly agreed upon, the applicable rate or price will be determined based on the actual hours worked and the usual rates of GFSCOG.
8.4 Prior to concluding the Agreement, GFSCOG shall promptly provide the Counterparty with an overview of any additional costs, or shall provide information regarding which of these costs may be charged to the Counterparty.
8.5 GFSCOG is entitled to increase its rates or prices at any time, even in the event such rate or price was not provided under conditions/with reservation.
8.6 GFSCOG may also increase its rates or prices even in cases where it has agreed on a fixed price, provided such original price was based on incorrect premises (specially with respect to the amount of necessary work).
8.7 In the event GFSCOG intends to change the rate or price, it shall inform the Counterparty accordingly as soon as possible.
8.8 In case the increase of the rate or price takes place within three months after concluding the Agreement, the Counterparty is entitled to cancel the Agreement by written notification, unless:
- the increase derives from an authorization or a legal obligation of GFSCOG under the laws of the UAE;
- the increase is due to an increase of the price of raw materials, taxes, production costs, exchange rates, wages etcetera or for other reasons that could not have been reasonably foreseen upon conclusion of the Agreement;
- GFSCOG is prepared to execute the Agreement in accordance with originally agreed provisions; or
- it has been stipulated that the execution will last longer than three months after the conclusion of the Agreement.
9. Payment
9.1 Payment shall be made by means of a transfer into a bank account indicated by GFSCOG unless otherwise agreed.
9.2 All payments to be made to GFSCOG shall be made free and clear of and without deduction of any taxes.
9.3 If the Counterparty is legally required to make a deduction or withhold any taxes, the sum payable shall be increased to the extent necessary to ensure that GFSCOG receives a sum net of any withholding or deduction equal to the sum which it would have received in the first place.
9.4 GFSCOG will send an invoice for the amount payable by the Counterparty. The payment period of each invoice is 14 days after the date of the invoice unless indicated differently on the invoice or otherwise agreed.
9.5 Invoicing takes place on a monthly basis unless otherwise agreed.
9.6 GFSCOG and the Counterparty may agree that the payments will take place in installments in line with the progress of the work. If payment in installments is agreed, the Counterparty must pay in accordance with the installments and percentages, as included in the Agreement.
9.7 Objections with respect to the amount stated in the invoice do not suspend the Counterparty’s obligation to fulfill the payment.
9.8 The Counterparty may not set off any amounts with the amount to be paid in relation to an alleged counterclaim.
9.9 In the event of non-payment or an overdue payment, the Counterparty will be in default without any notice of default being required. As from the date such payment is due, the Counterparty is required to pay the statutory commercial interest rate until the date of full payment. Interest accrued in relation to a part of a month shall be calculated for a full month.
9.10 All payments received from the Counterparty shall be applied (i) first to the payment of all costs, expenses, and accrued and unpaid interest and (ii) second to the repayment of the oldest overdue invoices, even if the Counterparty states that such payment relates to other invoices overdue.
9.11 In the event the Counterparty is in default due to the breach of its obligations, the Counterparty shall be liable for all reasonable extrajudicial costs incurred in relation to obtaining payment.
9.12 With respect to all extrajudicial (collection) costs, GFSCOG is entitled to a compensation of 15% of the total principal amount outstanding (and at all times assured a minimum compensation of USD 5,000) for each invoice that has not been paid in full or in part.
9.13 In the event of bankruptcy, suspension of payments, liquidation, seized assets, death, or guardianship, the claims of GFSCOG and the obligations of the Counterparty towards GFSCOG shall be immediately due and payable.
9.14 Any reasonably incurred judicial and enforcement costs shall be for the account of the Counterparty as well.
10. Complaints
10.1 Upon performance of the Assignment, or at least within 14 days after completion, the Counterparty shall examine whether the performed Assignment meets the Agreement.
10.2 Complaints should be reported to GFSCOG in writing within 14 days after performing the Assignment.
10.3 The right to a (partial) refund of the price, replacement, or compensation for damages expires if a complaint is not reported within the prescribed term, unless an extended term arises from the nature of the Assignment or the circumstances of the situation.
10.4 The payment obligation shall not be suspended in the event the Counterparty informs GFSCOG of the complaint within the prescribed term.
11. Unforeseen circumstances
11.1 Notwithstanding anything in these Terms and Conditions to the contrary, neither party shall be liable to the other party for any failure to perform or delay in the performance of any obligation under the Agreement when such failure to perform or delay in performance is caused by unforeseen circumstances or due to any cause or condition beyond the reasonable control of the party. In such an event, the parties are not required to comply with the obligations under the Agreement.
11.2 In addition to the interpretation of this concept under the laws of the UAE and case law, the terms “force majeure” or “frustration” under these Terms and Conditions shall include all external causes, foreseen or unforeseen, beyond the reasonable control of GFSCOG due to which GFSCOG is unable to comply with its obligations.
11.3 Force majeure or frustration in relation to GFSCOG shall in any case include:
- strikes;
- transport and travel disruptions or restrictions;
- acts of government that prevent GFSCOG from timely and/or proper fulfillment of its obligations;
- riots, civil disturbance, wars;
- traffic obstructions;
- labor difficulties;
- extreme weather conditions;
- fire;
- embargoes or inability to obtain supplies; and/or
- any circumstances that obstruct the normal course of business resulting in the fact the performance of the Agreement by GFSCOG cannot be reasonably expected by the Counterparty.
12. Termination
12.1 The Agreement may be terminated at any time by mutual agreement of the Parties.
12.2 Either Party may terminate the Agreement prematurely with a written notice period of 1 month.
12.3 The Agreement may be terminated with immediate effect in writing, in the following cases:
- Application for or granting of suspension of payment by the other party.
- Petition of bankruptcy by, or declaration of bankruptcy of, the other party.
- Liquidation of the other party or non-timely discontinuation of the enterprise of the other party.
12.4 Upon termination of the Agreement, payments owed by the Counterparty to GFSCOG become immediately due and payable. If GFSCOG suspends the fulfillment of obligations, it retains its claims pursuant to the laws and the Agreement. GFSCOG reserves the right to demand damage compensation.
12.5 Provisions of the Terms and Conditions and the Agreement intended to remain in force after termination shall do so.
12.6 In case GFSCOG provides any items to the Counterparty during the Agreement’s execution, the Counterparty must return such items within 14 days in their original condition. Failure to comply will result in the Counterparty bearing all resulting costs and expenses.
12.7 If, after receiving a written reminder, the Counterparty remains in default of the obligation described in article 12.6, GFSCOG is entitled to recover resulting damage and costs, including replacement costs.
13. Liability
13.1 GFSCOG is liable for direct damage caused deliberately or due to gross negligence, limited to the greater of (i) the amount paid out or covered by insurance to GFSCOG or (ii) the total amount of the Agreement.
13.2 Direct damage includes reasonable costs of ascertaining the cause and scope of the damage, costs to repair failures attributable to GFSCOG, and costs to prevent or limit damage.
13.3 GFSCOG is not liable for indirect damage, including consequential loss, lost profits, and damage caused by the interruption of operations.
13.4 GFSCOG is not liable for mistakes arising from actions of the Counterparty, late or non-delivery of information/materials, or mistakes in the material provided by the Counterparty.
13.5 Liability restrictions also apply to third parties appointed by GFSCOG for the Agreement’s performance.
13.6 GFSCOG is not liable for damage or loss of documents during transportation or mailing.
14. Confidentiality
14.1 Both parties agree not to disclose confidential information obtained from each other or from another source in the context of the Agreement.
14.2 If GFSCOG is required by law to disclose confidential information to third parties, it shall not be liable for damages, and the Counterparty shall not be entitled to terminate the Agreement due to such disclosure.
14.3 GFSCOG is authorized to include the name of the Counterparty in a list of business relations published on the website, unless agreed otherwise.
15. Indemnification
15.1 The Counterparty indemnifies GFSCOG against liability towards third parties connected to the Agreement’s performance.
15.2 The Counterparty indemnifies GFSCOG against liabilities from third parties related to any infringement of intellectual property rights.
15.3 The Counterparty is required to use best efforts to minimize damage.
16. Intellectual Property
16.1 All intellectual property rights to materials provided as part of the Agreement are owned exclusively by GFSCOG or its licensors.
16.2 The Counterparty’s rights derive from the Agreement or are expressly conferred in writing.
16.3 The Counterparty cannot transfer obtained rights without GFSCOG’s written consent.
16.4 The Counterparty cannot remove or alter any designation concerning intellectual property rights from the materials.
16.5 Unauthorized exploitation, reproduction, utilization, or publication of materials will be considered a violation of GFSCOG’s intellectual property.
16.6 The above applies to third parties appointed by GFSCOG for the Agreement’s performance.
17. Privacy
17.1 GFSCOG handles personal data provided in accordance with applicable legislation, including the UAE Personal Data Protection Law (Federal Decree Law No. 45 of 2021) and the EU General Data Protection Regulation (GDPR).
17.2 Personal data is used exclusively for Agreement performance or complaint resolution.
17.3 For more information, refer to our Privacy Policy on our website.
18. Expiration Term
18.1 All claims and authorizations have a limitation period of one year from the occurrence of an event resulting in such claims and/or authorizations.
19. Changes to Parties
19.1 The Counterparty cannot transfer rights and obligations under the Agreement without GFSCOG’s written consent.
19.2 GFSCOG can impose conditions on such consent.
21. Governing Law and Jurisdiction
21.1 These Terms and Conditions and the Agreement are governed by the laws of the UAE.
21.2 All disputes between GFSCOG and the Counterparty will be submitted exclusively to the competent courts of the UAE.