Terms of Service

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1. Introduction

These Terms of Service (“Terms”) constitute a binding legal agreement between Ratio Accounting & Financial Advisory (“Ratio,” “we,” “our,” or “us”) and the client, user, or visitor (“Client,” “you,” or “your”). By accessing our website, utilizing the Ratio Volt platform, or engaging our professional services, you acknowledge that you have read, understood, and agreed to be bound by these Terms in their entirety. If you do not accept these Terms, you must refrain from using our website, services, and related platforms.

Ratio operates as a provider of accounting, bookkeeping, VAT filing, management consultancy, and financial advisory services, delivered with the highest degree of professionalism and compliance with applicable laws and regulations. These Terms are intended to govern all interactions, engagements, and transactions between Ratio and its Clients.

These Terms shall apply in addition to any specific provisions outlined in individually executed Service Agreements. In the event of any inconsistency between these Terms and a Service Agreement, the terms of the Service Agreement shall prevail.

You agree that by engaging our services or accessing Ratio Volt, you:

Confirm that you have the legal capacity to enter into binding agreements under the laws of the United Arab Emirates.
Agree to comply fully with these Terms and all applicable laws, regulations, and guidelines.
Acknowledge that these Terms create enforceable rights and obligations for both parties.

Ratio reserves the right to update, modify, or amend these Terms at its sole discretion, provided that any material changes will be communicated to you via email, Ratio Volt, or other formal communication channels. Your continued use of our services following such changes shall constitute your acceptance of the amended Terms.

If you have any questions or concerns regarding these Terms, you are encouraged to contact us at info@ratio.ae for clarification.

2. Scope of Services

2.1. General Description
Ratio Accounting & Financial Advisory (“Ratio”) provides a wide range of professional services, including but not limited to:

Accounting and bookkeeping services.
VAT filing and compliance advisory.
Management consultancy, including financial reporting and advisory.
Strategic financial planning and analysis.
Other services as expressly defined in individual Service Agreements.

2.2. Service Customization
All services provided by Ratio are tailored to meet the specific requirements of the Client, as outlined in the respective Service Agreement. Ratio commits to delivering its services in accordance with the standards of care, skill, and diligence expected of a leading provider of professional accounting and advisory services within the United Arab Emirates.

2.3. Service Limitations
The Client acknowledges and agrees that the scope of services is strictly limited to those explicitly agreed upon in the Service Agreement. Ratio shall not:

Provide legal advice or represent the Client in legal disputes unless explicitly agreed in writing.
Undertake statutory audits or financial attestations unless specified.
Perform forensic accounting or fraud investigations unless engaged for such purposes under a separate agreement.

2.4. Client Data and Documentation
The Client is required to provide all necessary data, documentation, and other information promptly and accurately, as requested by Ratio. Failure to provide the required materials in a timely manner may result in delays in service delivery, for which Ratio shall not be held liable. Ratio’s obligations under these Terms are contingent upon the Client’s full compliance with this provision.

2.5. Third-Party Collaboration
Ratio reserves the right to engage subcontractors, consultants, or third-party service providers to assist in the execution of its obligations under these Terms or any Service Agreement. Ratio remains solely responsible for ensuring the quality and compliance of all services provided, irrespective of subcontractor involvement.

2.6. Continuous Improvement and Technological Tools
Ratio employs advanced tools, including but not limited to Ratio Volt, for efficient service delivery. The Client agrees to adhere to Ratio’s policies regarding the use of such platforms. Ratio reserves the right to update its methodologies, tools, or processes to enhance service delivery, with prior notification provided for significant changes impacting the Client.

2.7. Excluded Services
Unless explicitly stated in the Service Agreement or agreed upon in writing, the following services are excluded:

Historical data migration.
Representation before regulatory authorities.
Litigation support or expert witness services.
Financial guarantees or certifications.

2.8. Professional Standards and Compliance
Ratio shall deliver all services in compliance with applicable local, regional, and international laws, including but not limited to tax regulations, anti-money laundering laws, and data protection legislation.

2.9. Jurisdictional Application
Unless otherwise stated in the Service Agreement, all services are designed to comply with the regulatory framework of the United Arab Emirates. Clients requiring services applicable to other jurisdictions must communicate such requirements in advance, and such services may be subject to additional terms and fees.

3. Effective Date of Ratio Volt

3.1. Implementation and Transition
Effective 1st November 2024, Ratio Volt shall serve as the primary platform for all client communications, document submissions, and service requests. Ratio will no longer accept documents, communications, or service-related queries through informal channels, including email, SharePoint, or messaging applications such as WhatsApp. This transition ensures streamlined processes, enhanced data security, and improved service delivery.

3.2. Mandatory Use of Ratio Volt
Clients are required to:

Create and maintain an active account on Ratio Volt.
Submit all required documentation exclusively through the Ratio Volt platform.
Use Ratio Volt to initiate service requests, track progress, and communicate with the Ratio team.

3.3. Training and Onboarding
Ratio shall provide initial onboarding support and guidance to help clients navigate and effectively use Ratio Volt. Additional training sessions, customizations, or enhancements requested by the Client may incur additional fees.

3.4. Service Delivery via Ratio Volt
All deliverables, including financial reports, VAT filings, and advisory updates, will be accessible through Ratio Volt. Clients are responsible for regularly monitoring the platform for updates and notifications. Ratio shall not be held liable for missed deadlines or delays arising from the Client’s failure to utilize the platform as intended.

3.5. System Maintenance and Downtime
Ratio will make reasonable efforts to notify clients of planned system maintenance or updates that may temporarily impact access to Ratio Volt. Ratio shall not be liable for delays caused by unforeseen technical outages, cyber incidents, or other disruptions beyond its control.

3.6. Data Security and Privacy
Ratio Volt employs state-of-the-art encryption and security protocols to safeguard client data. While Ratio undertakes all reasonable measures to ensure secure operations, clients acknowledge that no system is entirely immune to risks such as unauthorized access or data breaches. By using Ratio Volt, clients accept these inherent risks and agree to notify Ratio promptly of any suspected security issues.

3.7. Platform Modifications
Ratio reserves the right to update or modify Ratio Volt to enhance functionality or security. Any significant changes that may impact the Client’s use of the platform will be communicated in advance.

3.8. Client Responsibility for Access
Clients are solely responsible for maintaining secure access to their Ratio Volt account, including safeguarding login credentials. Ratio shall not be liable for any unauthorized access resulting from the Client’s negligence in securing their account.

4. Client Responsibilities

4.1. Provision of Accurate and Complete Information
The Client agrees to provide all necessary financial data, documentation, and information required for the effective delivery of services. This includes, but is not limited to:

Monthly sales and purchase data.
Bank statements, invoices, receipts, and other financial records.
VAT-related documents and supporting schedules.
Any additional information reasonably requested by Ratio to fulfill its obligations.
Failure to provide accurate and complete information on time may result in delays or inaccuracies in service delivery, for which Ratio shall not be held liable.

4.2. Timely Submission of Data
The Client is responsible for submitting all required financial data and documents by the 5th of each month. Any delays in submission may impact Ratio’s ability to meet deadlines, including monthly closings, VAT filings, and financial reporting. Ratio reserves the right to extend service timelines accordingly in such cases.

4.3. Access to Client Systems and Personnel
The Client agrees to grant Ratio access to relevant systems, software, and personnel necessary for fulfilling the scope of services. This includes providing user credentials, permissions, or physical access where applicable.

4.4. Compliance with Ratio Volt Requirements
Effective 1st November 2024, the Client is required to:

Use the Ratio Volt platform for all document submissions, service requests, and communications.
Regularly monitor Ratio Volt for updates, deliverables, and notifications.
Respond promptly to requests for clarification or additional information via Ratio Volt.

4.5. Non-Solicitation Clause
During the term of the Service Agreement and for a period of two (2) years following its termination, the Client agrees not to:

Solicit or employ any personnel currently or previously engaged by Ratio without prior written consent.
Engage in any activities that would disrupt or interfere with Ratio’s operations or relationships with its employees, subcontractors, or other clients.

4.6. Adherence to Regulatory and Ethical Standards
The Client agrees to comply with all applicable laws, regulations, and ethical standards. This includes, but is not limited to:

Anti-money laundering (AML) requirements.
Tax compliance obligations.
Any other regulations impacting the services provided by Ratio.
The Client further agrees to notify Ratio promptly of any material changes in their business, including changes in ownership, operations, or regulatory status.

4.7. Responsibility for Internal Controls
The Client acknowledges that the accuracy of financial statements and reports depends significantly on their internal controls and processes. Ratio’s responsibilities are limited to the data and documentation provided and do not extend to identifying or correcting errors, fraud, or misstatements unless explicitly engaged for such purposes.

4.8. Approval of Deliverables
The Client is responsible for reviewing and approving all deliverables provided by Ratio. Any concerns or discrepancies must be communicated promptly. Once approved, Ratio assumes no further liability for the deliverable’s content or use.

4.9. Training and System Use
If applicable, the Client agrees to attend onboarding or training sessions provided for Ratio Volt or other tools used in service delivery. Ratio is not responsible for delays or errors arising from the Client’s lack of familiarity with these systems.

4.10. Indemnification
The Client agrees to indemnify and hold harmless Ratio, its employees, and subcontractors from any claims, damages, or liabilities arising from:

The Client’s provision of inaccurate, incomplete, or fraudulent information.
Non-compliance with applicable laws or regulations.
Unauthorized use or distribution of Ratio’s reports, intellectual property, or deliverables.

5. Payment Terms

5.1. General Payment Obligation
The Client agrees to pay all fees for services rendered by Ratio Accounting & Financial Advisory (“Ratio”) in accordance with the agreed-upon fee structure and payment schedule outlined in the respective Service Agreement. Payment obligations are enforceable regardless of the Client’s financial outcomes or circumstances.

5.2. Advance Payment Requirement
All payments shall be made in advance unless otherwise specified in the Service Agreement. Failure to make timely payments may result in delays, suspension of services, or termination of the Service Agreement.

5.3. Invoicing and Payment Methods
Ratio shall issue monthly invoices detailing the services provided. The Client agrees to settle all invoices using the payment method specified in the Service Agreement, which may include direct debit, bank transfer, or other methods approved by Ratio. Any deviations from the agreed payment method must be pre-approved in writing.

5.4. Late Payment Fees
In the event of late payment, the Client acknowledges and agrees that:

A late fee of 5% per month will be applied to any outstanding balance not settled within 7 calendar days of the due date.
Ratio reserves the right to suspend services until the outstanding balance, including applicable late fees, is fully settled.
Services delayed due to late payments will be rescheduled based on Ratio’s availability and at its sole discretion.

5.5. Payment Disputes
If the Client disputes any portion of an invoice, the Client must notify Ratio in writing within 7 calendar days of receiving the invoice. Disputed amounts do not exempt the Client from timely payment of undisputed amounts. Ratio shall review the dispute in good faith and provide a resolution within a reasonable time frame.

5.6. Refund Policy
Unless explicitly stated otherwise in the Service Agreement, all fees paid to Ratio are non-refundable. This includes advance payments for services that were not utilized due to delays or cancellations initiated by the Client.

5.7. Suspension of Services for Non-Payment
Ratio reserves the right to suspend all services, including access to Ratio Volt, if payments are overdue by more than 15 calendar days. Suspension of services does not relieve the Client of their obligation to pay any outstanding amounts, including late fees.

5.8. Expenses Reimbursement
The Client agrees to reimburse Ratio for any reasonable out-of-pocket expenses incurred during the provision of services, provided that such expenses are pre-approved by the Client and supported by valid receipts or documentation.

5.9. Adjustments to Fees
Ratio reserves the right to adjust its fees annually or as required due to changes in the scope of services, inflation, or regulatory costs. Any adjustments will be communicated to the Client in writing at least 30 calendar days in advance and will not affect fees already paid.

5.10. Taxes and VAT
All fees are exclusive of applicable taxes, including Value Added Tax (VAT). The Client is responsible for accounting for and paying any applicable taxes in accordance with local regulations. Ratio shall provide VAT-compliant invoices where required by law.

5.11. Termination Fee
If the Service Agreement is terminated by the Client before the completion of the agreed minimum term (if specified), the Client agrees to pay a termination fee equivalent to one month’s service fees, unless termination falls under exceptions outlined in the Service Agreement.

5.12. Force Majeure Exemption
Ratio shall not be held liable for delays or non-payment penalties resulting from events beyond the Client’s or Ratio’s reasonable control, including banking failures, regulatory restrictions, or natural disasters.

6. Confidentiality and Data Security

6.1. Mutual Obligation of Confidentiality
Both Ratio Accounting & Financial Advisory (“Ratio”) and the Client agree to maintain the confidentiality of all sensitive and proprietary information disclosed during the course of the professional relationship. This includes, but is not limited to:

Financial data, business strategies, and trade secrets.
Client-provided documentation, records, and reports.
Ratio’s methodologies, tools, and intellectual property.

Confidential information shall not be disclosed to any third party without prior written consent, except as required by law or regulatory authorities.

6.2. Definition of Confidential Information
Confidential information includes any non-public information, whether written, electronic, or verbal, that is marked as “confidential” or that a reasonable party would consider confidential in nature. Exclusions to this include:

Information that becomes publicly available through no fault of the receiving party.
Information already known to the receiving party prior to disclosure.
Information independently developed without reference to the disclosing party’s materials.

6.3. Use of Confidential Information
The Client and Ratio shall use confidential information solely for the purposes of fulfilling the terms of the Service Agreement. The receiving party agrees to:

Restrict access to confidential information to employees, subcontractors, or agents on a need-to-know basis.
Implement appropriate safeguards to prevent unauthorized use or disclosure of confidential information.

6.4. Duration of Confidentiality Obligation
The confidentiality obligations outlined in this section shall survive the termination of the Service Agreement for a period of five (5) years or as required by applicable law, whichever is longer.

6.5. Data Security Measures by Ratio
Ratio employs state-of-the-art security protocols to protect client data, including but not limited to:

Encrypted data transmission and storage.
Access control mechanisms for authorized personnel only.
Regular vulnerability assessments and system updates.
Secure document handling through the Ratio Volt platform.

While Ratio takes all reasonable measures to ensure data security, the Client acknowledges that no system is immune to cyber risks, including unauthorized access, hacking, or breaches.

6.6. Client Responsibility for Data Security
The Client agrees to:

Maintain the security of their Ratio Volt login credentials and restrict access to authorized personnel only.
Notify Ratio immediately in case of suspected unauthorized access to their account.
Ensure compliance with applicable data protection laws in their business operations.

6.7. Mandatory Disclosure of Confidential Information
Ratio may disclose confidential information if required to do so by law, regulation, or court order. In such cases:

Ratio will make reasonable efforts to notify the Client of the disclosure request.
Ratio will disclose only the minimum amount of information necessary to comply with the legal requirement.

6.8. Breach of Confidentiality
In the event of a breach of confidentiality, the aggrieved party is entitled to seek injunctive relief or damages, as deemed appropriate by applicable law. The breaching party shall indemnify the aggrieved party for any losses, damages, or liabilities arising from the breach.

6.9. Data Retention and Destruction
Upon termination of the Service Agreement, Ratio shall:

Retain client data for a period of six (6) months, unless otherwise required by law or regulatory obligations.
Securely destroy or anonymize all client data after the retention period, unless the Client requests an extension in writing and assumes associated costs.

7. Intellectual Property

7.1. Ownership of Intellectual Property Created by Ratio
All intellectual property, including but not limited to reports, analyses, processes, methodologies, templates, tools, and software developed or utilized by Ratio Accounting & Financial Advisory (“Ratio”) during the provision of services, shall remain the sole and exclusive property of Ratio. This includes intellectual property created:

Independently by Ratio prior to engagement with the Client.
During the course of fulfilling the Service Agreement.

The Client is granted a non-exclusive, non-transferable, and revocable license to use deliverables for internal business purposes only, subject to full compliance with these Terms and the Service Agreement.

7.2. Definition of Intellectual Property
For the purposes of this section, “Intellectual Property” includes:

Proprietary systems, processes, tools, templates, and frameworks.
Research, analyses, reports, designs, and customizations created for the Client.
Copyrights, patents, trade secrets, and trademarks owned by Ratio.
All digital assets, including those hosted on Ratio Volt, such as dashboards, charts, and analytics.

7.3. Client’s Intellectual Property
The Client retains ownership of all intellectual property and data provided to Ratio for the purposes of service delivery. Ratio shall not use, disclose, or claim ownership of the Client’s intellectual property beyond the scope of the Service Agreement.

7.4. Restrictions on Use of Ratio’s Intellectual Property
The Client agrees not to:

Reproduce, modify, distribute, or resell Ratio’s intellectual property without prior written consent.
Use Ratio’s deliverables or tools for purposes beyond the agreed scope of services.
Reverse-engineer or decompile any software, tools, or methodologies provided by Ratio.

Unauthorized use of Ratio’s intellectual property constitutes a material breach of these Terms and may result in immediate termination of services, along with legal action.

7.5. Third-Party Intellectual Property
If Ratio utilizes third-party tools, software, or content in the delivery of services, the Client acknowledges and agrees that such third-party intellectual property remains the property of its respective owners. The Client is subject to the terms and conditions imposed by the third-party providers.

7.6. Jointly Created Intellectual Property
If Ratio and the Client jointly develop intellectual property during the engagement, ownership rights and usage terms shall be outlined in a separate written agreement. In the absence of such an agreement, ownership shall default to Ratio, with the Client granted a usage license.

7.7. Protection of Intellectual Property Rights
Ratio shall take all reasonable measures to protect its intellectual property from unauthorized use, reproduction, or distribution. Similarly, the Client agrees to:

Notify Ratio immediately of any suspected infringement of Ratio’s intellectual property rights.
Cooperate with Ratio in any investigations or legal actions to enforce these rights.

7.8. Survival of Intellectual Property Clauses
The provisions of this section shall survive the termination or expiration of the Service Agreement and remain in effect indefinitely to protect Ratio’s intellectual property rights.

7.9. Indemnification for Infringement
The Client agrees to indemnify and hold Ratio harmless against any claims, damages, or liabilities arising from the unauthorized use of Ratio’s intellectual property or the infringement of third-party intellectual property due to the Client’s actions.

8. Limitation of Liability

8.1. General Limitation
Ratio Accounting & Financial Advisory (“Ratio”) shall not be liable for any indirect, incidental, special, punitive, or consequential damages arising out of or related to the services provided, including but not limited to loss of revenue, profits, data, or business opportunities, whether or not such damages were foreseeable.

8.2. Maximum Liability
The total aggregate liability of Ratio, including its employees, subcontractors, and agents, for any claims, losses, or damages arising out of or related to the services provided under these Terms or the Service Agreement, shall not exceed the total fees paid by the Client to Ratio for the specific services that gave rise to the claim.

8.3. Exclusions to Liability
Ratio shall not be held liable for:

Errors or delays resulting from inaccurate, incomplete, or untimely information provided by the Client.
Non-compliance with laws or regulations due to the Client’s actions or omissions.
Outcomes influenced by third-party software, systems, or service providers utilized in the delivery of services.
Acts of God, natural disasters, pandemics, cyber-attacks, or other force majeure events.

8.4. Liability for Fraud or Negligence
Ratio accepts liability for damages resulting from proven gross negligence, willful misconduct, or fraud on its part. In such cases:

Ratio’s liability is limited to direct damages only.
The burden of proof lies with the Client to demonstrate that Ratio’s actions directly caused the loss or damage.

8.5. Exclusion of Warranties
Ratio makes no express or implied warranties regarding the suitability, accuracy, or completeness of its services for the Client’s specific needs. The Client acknowledges that:

Ratio’s recommendations are based on available data, prevailing laws, and professional standards at the time of service delivery.
Regulatory changes or unforeseen circumstances may impact the effectiveness of delivered services, for which Ratio shall not be held accountable.

8.6. Fraud Detection and Prevention
Ratio’s services are not designed to detect or prevent fraud, embezzlement, or other financial irregularities unless explicitly engaged for such purposes under a separate agreement. Any findings related to potential fraud or irregularities will be reported to the Client, who assumes full responsibility for further action.

8.7. Third-Party Reliance
Deliverables provided by Ratio are intended solely for the Client’s internal use and decision-making. Ratio shall not be liable for any reliance placed on its deliverables by third parties, unless explicitly agreed upon in writing. The Client agrees to indemnify Ratio against any third-party claims arising from the unauthorized use of its reports or recommendations.

8.8. Limitations for Technical Failures
Ratio shall not be held liable for delays, interruptions, or inaccuracies resulting from:

Technical issues or downtime of Ratio Volt or other tools used for service delivery.
Cybersecurity breaches or unauthorized access beyond Ratio’s reasonable control.
Errors in third-party systems integrated into service workflows.

8.9. Client’s Duty to Mitigate Damages
The Client is obligated to take all reasonable steps to mitigate any damages or losses arising from issues related to Ratio’s services. Failure to do so may limit Ratio’s liability further.

8.10. Survival of Liability Provisions
The limitations and exclusions of liability outlined in this section shall survive the termination or expiration of the Service Agreement and remain in effect to the fullest extent permitted by law.

9. Dispute Resolution

9.1. Good Faith Negotiations
In the event of any dispute, disagreement, or claim arising out of or in connection with these Terms, the Service Agreement, or the services provided by Ratio Accounting & Financial Advisory (“Ratio”), both parties agree to first engage in good faith negotiations to resolve the matter amicably. This includes:

A written notice of the dispute by the aggrieved party, detailing the nature of the dispute.
A response from the other party within seven (7) business days, proposing potential solutions or requesting a meeting.

9.2. Mediation
If the dispute remains unresolved after good faith negotiations, the parties agree to submit the dispute to mediation before escalating it to formal legal proceedings. Mediation shall:

Be conducted by a mutually agreed independent mediator.
Take place in Abu Dhabi, United Arab Emirates, unless otherwise agreed in writing.
Be governed by rules agreed upon by both parties at the start of mediation.
Each party shall bear its own costs associated with mediation, while the mediator’s fees will be shared equally.

9.3. Arbitration Clause
If mediation fails to resolve the dispute within thirty (30) calendar days, the parties may submit the matter to binding arbitration. Arbitration shall:

Be conducted under the rules of the Abu Dhabi Commercial Conciliation and Arbitration Centre (ADCCAC) or any other mutually agreed arbitration body.
Be carried out by one (1) arbitrator appointed in accordance with the governing rules.
Take place in Abu Dhabi, UAE, and the language of arbitration shall be English.
The arbitrator’s decision shall be final and binding, with no right of appeal, except as permitted under applicable UAE law.

9.4. Jurisdiction and Governing Law
Any dispute that is not resolved through negotiation, mediation, or arbitration shall be subject to the exclusive jurisdiction of the courts of Abu Dhabi, United Arab Emirates. These Terms and any related agreements are governed by and shall be construed in accordance with the federal laws of the UAE as applied in the Emirate of Abu Dhabi.

9.5. Interim Relief
Notwithstanding the above, either party may seek interim or injunctive relief from the courts of Abu Dhabi to prevent irreparable harm while awaiting the resolution of the dispute through mediation or arbitration.

9.6. Confidentiality of Dispute Resolution
All communications, negotiations, and proceedings related to the resolution of disputes shall remain confidential. Neither party shall disclose any details of the dispute resolution process, including the outcome, to third parties without prior written consent, except where required by law.

9.7. Exclusions from Dispute Resolution
This clause shall not apply to:

Disputes arising from breaches of confidentiality or intellectual property rights, which may be brought directly before a court or regulatory authority.
Claims related to non-payment, where Ratio reserves the right to pursue legal recovery through appropriate channels without initiating mediation or arbitration.

9.8. Costs and Fees
Unless otherwise determined by the arbitrator or court, each party shall bear its own legal costs and expenses associated with dispute resolution. The losing party may be required to reimburse the prevailing party for reasonable legal fees and other costs incurred.

10. Service Limitations and Exclusions

10.1. General Limitations
Ratio Accounting & Financial Advisory (“Ratio”) provides services strictly within the scope defined in the respective Service Agreement. The Client acknowledges and agrees that Ratio shall not be obligated to perform tasks or deliverables that fall outside this agreed scope unless expressly agreed upon in writing.

10.2. Exclusion of Legal Advice
Ratio does not provide legal advice, representation, or opinions regarding legal matters, including but not limited to:

Drafting or reviewing legal contracts.
Representing the Client in disputes, litigation, or regulatory hearings.
Providing interpretations of laws outside the scope of accounting and taxation services.
The Client is encouraged to seek independent legal counsel for such matters.

10.3. Exclusion of Forensic Services
Unless explicitly agreed upon, Ratio’s services do not include forensic accounting, fraud detection, or investigative audits. The Client acknowledges that:

Ratio’s standard services are not designed to identify or prevent fraudulent activities.
Requests for forensic services must be outlined in a separate agreement, with specific terms and fees.

10.4. Tax and Regulatory Limitations
While Ratio provides advice and assistance related to VAT filing, corporate tax compliance, and related matters:

Ratio does not guarantee specific outcomes, such as tax refunds or rulings from tax authorities.
Ratio is not liable for penalties or liabilities arising from errors, omissions, or non-compliance by the Client.
Tax advice is based on current regulations and is subject to change; Ratio is not responsible for the impact of subsequent regulatory amendments.

10.5. Exclusion of Operational Management
Ratio does not assume operational management responsibilities for the Client’s business. This includes, but is not limited to:

Daily financial decision-making.
Payroll processing beyond the scope of agreed services.
Inventory management or supply chain oversight unless explicitly stated in the Service Agreement.

10.6. Third-Party System Integration
Ratio may assist in integrating third-party software or systems for accounting purposes. However:

Ratio is not responsible for the functionality, accuracy, or reliability of third-party systems.
Any issues arising from third-party platforms must be addressed directly with the respective service provider.

10.7. Historical Data Migration
Unless explicitly included in the Service Agreement, Ratio shall not be responsible for migrating historical data from the Client’s previous systems or software. Data migration services, if required, must be requested separately and may incur additional fees.

10.8. Custom Deliverables and Templates
Deliverables provided by Ratio, such as reports, dashboards, or templates, are tailored for the Client’s specific needs but are not guaranteed to meet requirements outside the agreed-upon scope. Requests for additional customizations may incur extra fees and require additional time.

10.9. Reliance by Third Parties
Deliverables and reports prepared by Ratio are intended solely for the Client’s internal use. Ratio disclaims any responsibility for third parties relying on its deliverables without prior written consent. The Client agrees to indemnify Ratio against claims arising from such unauthorized use.

10.10. Force Majeure and Service Interruptions
Ratio shall not be held liable for delays or non-performance caused by events beyond its reasonable control, including but not limited to:

Natural disasters, pandemics, or government-mandated restrictions.
Cybersecurity incidents or technical failures affecting Ratio Volt or other tools.
Disruptions caused by third-party service providers or suppliers.

10.11. Scope Adjustments
Ratio reserves the right to adjust the scope of services during the engagement, subject to mutual agreement. Any adjustments requiring additional resources or deliverables may result in amended fees, which will be communicated to the Client in advance.

10.12. Acknowledgment of Exclusions
The Client acknowledges that any exclusions outlined in this section are necessary to maintain the quality and focus of Ratio’s services. Requests for services outside these limitations may be accommodated at Ratio’s sole discretion and subject to additional terms.

11. Client Portal and Technology Usage

11.1. Introduction to Ratio Volt
Effective 1st November 2024, Ratio Volt shall serve as the primary platform for all communications, document submissions, and service requests between Ratio Accounting & Financial Advisory (“Ratio”) and its Clients. The use of Ratio Volt is mandatory for maintaining efficient workflows, ensuring secure data exchange, and improving service delivery standards.

11.2. Mandatory Platform Usage
The Client agrees to:

Create and maintain an active Ratio Volt account, ensuring all user credentials are accurate and up to date.
Submit all required documents, reports, and data exclusively through Ratio Volt.
Use Ratio Volt to initiate service requests, monitor progress, and access deliverables such as financial statements, VAT filings, and advisory reports.

11.3. Account Security
The Client is solely responsible for maintaining the confidentiality of their Ratio Volt login credentials. The Client agrees to:

Restrict account access to authorized personnel only.
Notify Ratio immediately of any suspected unauthorized access or security breach.
Implement internal safeguards to prevent misuse of the platform by its personnel.

11.4. Ratio Volt Functionality
Ratio Volt provides features for:

Secure document uploads and storage.
Real-time updates on service requests and deliverables.
Interactive dashboards for financial analytics and reporting.
Notifications and reminders for upcoming deadlines, submissions, and meetings.
Ratio shall make reasonable efforts to maintain and improve the platform’s functionality. However, the Client acknowledges that:
The platform may be unavailable during scheduled maintenance or due to unforeseen technical issues.
Ratio is not liable for delays resulting from platform downtime beyond its reasonable control.

11.5. System Maintenance and Upgrades
Ratio reserves the right to perform regular maintenance and introduce upgrades to Ratio Volt to enhance its features and security. Where possible:

Advance notice of scheduled maintenance will be provided.
Maintenance activities will be conducted outside regular business hours to minimize disruption.

11.6. Support and Training
Ratio will provide initial onboarding support and guidance to help the Client navigate Ratio Volt. Additional training sessions or customizations requested by the Client may incur extra fees. Clients are encouraged to contact Ratio’s support team for technical assistance or platform-related inquiries.

11.7. Data Security and Privacy
Ratio Volt employs robust encryption and data protection measures to safeguard client information. However, the Client acknowledges that:

No system is immune to cybersecurity risks or breaches.
Ratio shall not be liable for unauthorized access caused by the Client’s failure to secure their account or comply with these Terms.

11.8. Acceptable Use Policy
The Client agrees to use Ratio Volt solely for lawful and professional purposes. Prohibited activities include, but are not limited to:

Uploading malicious software, viruses, or corrupted files.
Using the platform to engage in illegal activities or disseminate unauthorized materials.
Attempting to reverse-engineer or exploit the platform’s systems or features.

11.9. Data Retention on Ratio Volt
Documents and deliverables uploaded to Ratio Volt will be retained for a period of six (6) months after the termination of the Service Agreement. After this period:

The Client may request an extension in writing, subject to additional fees.
Ratio reserves the right to securely archive or delete the data unless required by law to retain it longer.

11.10. Termination of Access
Ratio reserves the right to restrict or terminate the Client’s access to Ratio Volt in the event of:

Non-payment of fees as outlined in the Service Agreement.
Breach of these Terms or misuse of the platform.
Termination of the professional relationship between Ratio and the Client.

11.11. Platform Modifications
Ratio reserves the right to update, modify, or discontinue certain features of Ratio Volt at its discretion. Clients will be notified of any significant changes that may impact their use of the platform.

11.12. Acknowledgment of Risks
By using Ratio Volt, the Client acknowledges that:

The platform is a tool designed to facilitate service delivery and is not a substitute for professional judgment or decision-making.
Ratio shall not be liable for any loss or damage arising from the Client’s reliance on platform analytics or notifications without independent verification.

12. Post-Termination Data Retention

12.1. Retention Period
Upon termination of the Service Agreement, Ratio Accounting & Financial Advisory (“Ratio”) will retain the Client’s data, including financial records, reports, and other documentation, for a period of six (6) months from the termination date. This retention period allows for the orderly transfer of data to the Client or any successor service provider, as requested.

12.2. Client’s Right to Request Data
During the retention period, the Client has the right to:

Request copies of records, reports, and other deliverables stored by Ratio.
Obtain assistance from Ratio in securely transferring data to the Client’s designated platform or provider, subject to additional fees.

12.3. Secure Destruction of Data
At the end of the retention period, Ratio will:

Securely delete or anonymize all Client data from its systems unless a longer retention period is required by law or regulatory obligations.
Provide confirmation to the Client upon request that data has been destroyed.

12.4. Extension of Retention Period
The Client may request an extension of the data retention period in writing before the expiration of the standard retention period. Such requests:

Must specify the duration of the extension and the reasons for retaining the data.
May incur additional storage or administrative fees, as determined by Ratio.

12.5. Compliance with Legal Obligations
Notwithstanding the provisions above, Ratio may retain certain data beyond the standard retention period if required to comply with:

Applicable laws and regulations.
Tax, audit, or other regulatory obligations.
Ongoing legal proceedings or investigations involving the Client or Ratio.

12.6. Data Ownership and Return
All data and documents provided by the Client remain the Client’s property. Upon termination of the Service Agreement:

Ratio will facilitate the return of all Client-provided data in a mutually agreed format.
Deliverables created by Ratio, such as reports and financial analyses, are subject to the intellectual property provisions outlined in these Terms.

12.7. Fees for Data Retrieval
Requests for data retrieval, transfer, or extended retention after the termination date may incur additional fees. Such fees will depend on the complexity, volume, and delivery method of the requested data.

12.8. Client’s Responsibility for Backup
The Client is responsible for maintaining backup copies of their data throughout the engagement. Ratio shall not be liable for any loss or unavailability of data after the standard retention period.

12.9. No Retention of Unauthorized Data
Ratio is not obligated to retain or return data provided in violation of applicable laws or regulations. Any such data will be securely destroyed, and the Client will be notified.

12.10. Data Retention for Disputed Accounts
In cases where fees remain unpaid or disputes are unresolved at the time of termination:

Ratio reserves the right to withhold data or deliverables until outstanding amounts are settled or the dispute is resolved.
The Client will be notified of the retention status and any associated conditions for release.

12.11. Limitations of Liability
Ratio’s responsibility for post-termination data retention is limited to:

The terms outlined in this section.
Reasonable measures to ensure data security during the retention period.
Ratio shall not be liable for any claims arising from the Client’s failure to retrieve data within the retention period.

13. Compliance with Laws

13.1. Commitment to Legal and Regulatory Compliance
Ratio Accounting & Financial Advisory (“Ratio”) is committed to conducting its operations in full compliance with all applicable laws, regulations, and professional standards in the jurisdictions where it operates. These include, but are not limited to:

Tax laws and VAT regulations.
Anti-money laundering (AML) and counter-terrorism financing (CTF) laws.
Data protection and privacy laws, including the UAE Federal Law No. 45 of 2021 (Personal Data Protection Law).

13.2. Client’s Responsibility for Compliance
The Client acknowledges and agrees that they are solely responsible for ensuring compliance with applicable laws and regulations relevant to their business operations, including but not limited to:

Timely submission of VAT returns and payment of taxes.
Compliance with labor laws, including payroll and employee benefits.
Maintenance of accurate and complete financial records.

13.3. Provision of Accurate Information
The Client agrees to provide complete, accurate, and timely information to enable Ratio to comply with applicable laws while delivering services. Failure to provide such information may:

Result in delays or errors in service delivery.
Expose the Client to regulatory penalties, for which Ratio assumes no liability.

13.4. Anti-Money Laundering and Know Your Customer Requirements
Ratio complies with AML and KYC requirements, including the identification and verification of clients and their business activities. The Client agrees to:

Provide all necessary documentation, including identification records and proof of business activities, as required under AML laws.
Notify Ratio promptly of any changes to their ownership structure or business operations that may affect AML compliance.
Cooperate fully in any investigations or audits related to AML compliance.

13.5. Tax and Regulatory Compliance
Ratio provides advisory and compliance services related to VAT, corporate tax, and other applicable regulations. The Client acknowledges that:

Ratio’s role is limited to providing advice and filing assistance based on the information provided by the Client.
Ratio is not responsible for penalties, fines, or liabilities arising from the Client’s non-compliance or late submissions.

13.6. Data Protection and Privacy
Ratio adheres to all applicable data protection and privacy laws, ensuring the confidentiality and security of the Client’s data. The Client agrees to:

Handle personal data provided to Ratio in compliance with applicable laws.
Notify Ratio of any data protection requirements specific to their business or jurisdiction.

13.7. Changes in Laws or Regulations
Ratio’s services are provided based on the legal and regulatory framework in effect at the time of delivery. The Client acknowledges that:

Changes in laws or regulations may impact the advice or deliverables provided by Ratio.
Ratio is not liable for outcomes affected by subsequent legislative or regulatory changes.

13.8. Disclosure to Authorities
Ratio reserves the right to disclose Client information to regulatory or governmental authorities where required by law, including but not limited to:

Suspicious transaction reports under AML laws.
Tax-related disclosures mandated by local or international regulations.
Compliance with court orders or legal subpoenas.

13.9. Indemnification for Non-Compliance
The Client agrees to indemnify and hold Ratio harmless against any claims, penalties, or damages arising from the Client’s failure to comply with applicable laws, regulations, or contractual obligations.

13.10. Training and Updates
Ratio ensures that its personnel are trained and updated on the latest legal and regulatory requirements to maintain the highest standards of professional service. The Client is encouraged to seek similar updates for their internal teams to align with compliance obligations.

13.11. Limitations of Liability for Compliance Services
Ratio shall not be held liable for:

Misinterpretations of laws or regulations based on inaccurate or incomplete information provided by the Client.
Outcomes arising from decisions made by regulatory authorities, including audits or investigations.

14. Amendments to Terms

14.1. Right to Amend Terms
Ratio Accounting & Financial Advisory (“Ratio”) reserves the right to amend, modify, or update these Terms of Service at any time, at its sole discretion. Amendments may be made to address changes in:

Legal or regulatory requirements.
Industry practices and professional standards.
Service delivery methodologies or technology platforms, including updates to Ratio Volt.

14.2. Notification of Changes
In the event of any material amendments to these Terms, Ratio shall:

Notify Clients via email, Ratio Volt, or other formal communication channels at least 30 calendar days prior to the effective date of the changes.
Provide access to the updated Terms for review, along with a summary of key changes.

14.3. Client’s Acceptance of Changes
Continued use of Ratio’s services or Ratio Volt after the effective date of amended Terms constitutes the Client’s acceptance of the updated Terms. If the Client does not agree with the changes, they may:

Contact Ratio to discuss their concerns.
Terminate the Service Agreement in accordance with the termination provisions outlined in these Terms.

14.4. Material Changes
Material changes are defined as amendments that significantly alter the rights, obligations, or expectations of either party under these Terms. Examples include, but are not limited to:

Changes to payment terms or fee structures.
Modifications to the scope of services or service delivery platforms.
Revisions to confidentiality, intellectual property, or data security obligations.

14.5. Non-Material Changes
Non-material changes, such as updates for clarity, consistency, or grammatical corrections, may be implemented without prior notice. Ratio shall ensure that such updates do not alter the substance of these Terms.

14.6. Client Feedback on Proposed Amendments
Ratio values feedback from its Clients and encourages them to review and provide input on proposed amendments where applicable. Such feedback may be submitted to info@ratio.ae or through Ratio Volt’s support channels.

14.7. Effect of Amendments on Existing Agreements
Unless explicitly stated otherwise, amendments to these Terms shall not:

Retroactively affect obligations or rights established under prior versions of the Terms.
Alter specific provisions outlined in individually executed Service Agreements. In case of conflicts, the Service Agreement shall prevail.

14.8. Legislative or Regulatory Mandates
In situations where amendments are necessitated by changes in law or regulatory requirements:

Ratio may implement changes with immediate effect to ensure compliance.
Notification will still be provided to Clients as soon as reasonably practicable.

14.9. Client’s Obligation to Stay Informed
The Client acknowledges their responsibility to:

Regularly review these Terms and related updates to remain informed of their obligations.
Seek clarification from Ratio regarding any amendments that may impact their engagement.

14.10. Dispute Resolution for Amendments
In the unlikely event that disputes arise due to amendments, both parties agree to follow the dispute resolution process outlined in these Terms. Pending resolution, the most recent version of the Terms shall govern the engagement.

14.11. Public Access to Updated Terms
The latest version of these Terms will always be available on Ratio’s official website (www.ratio.ae) and accessible through Ratio Volt. Clients are encouraged to refer to these sources for the most accurate and up-to-date information.

15. Governing Law

15.1. Jurisdiction and Legal Framework
These Terms of Service and any Service Agreement entered into between Ratio Accounting & Financial Advisory (“Ratio”) and the Client shall be governed by and construed in accordance with the federal laws of the United Arab Emirates (“UAE”) as applied in the Emirate of Abu Dhabi.

15.2. Exclusive Jurisdiction
The parties irrevocably agree that the courts of Abu Dhabi shall have exclusive jurisdiction to settle any dispute, controversy, or claim arising out of or in connection with these Terms, including any question regarding their existence, validity, or termination.

15.3. Waiver of Objections
Each party waives any objection to the jurisdiction of the Abu Dhabi courts, whether on grounds of forum non conveniens or otherwise, and agrees not to bring proceedings in any other jurisdiction unless mutually agreed in writing.

15.4. Legal Compliance
Both Ratio and the Client agree to conduct their respective activities in full compliance with all applicable laws, regulations, and decrees of the UAE, including but not limited to:

Federal laws governing commercial transactions, taxation, and accounting practices.
Data protection laws under the UAE Personal Data Protection Law.
Anti-money laundering (AML) and counter-terrorism financing (CTF) regulations.

15.5. Enforceability of Terms
If any provision of these Terms is found to be invalid, illegal, or unenforceable under UAE law:

Such provision shall be deemed modified to the extent necessary to make it valid and enforceable.
If modification is not possible, the provision shall be severed, and the remaining provisions shall continue in full force and effect.

15.6. Language of Terms
These Terms are drafted and interpreted in the English language. In the event of a translation, the English version shall prevail in resolving any disputes or ambiguities.

15.7. Recognition of International Standards
While governed by UAE law, Ratio adheres to international accounting and financial advisory standards, including but not limited to:

International Financial Reporting Standards (IFRS).
Ethical guidelines and professional codes issued by global accounting bodies.

15.8. Binding Arbitration and Judicial Relief
Where disputes are submitted to arbitration, as outlined in the Dispute Resolution section of these Terms, the resulting arbitral award shall be final and binding on both parties. If judicial relief is sought, it shall be limited to the remedies available under UAE law.

15.9. Force of Governing Law
The applicability of UAE law and the jurisdiction of Abu Dhabi courts shall survive the termination or expiration of these Terms and any associated Service Agreement.

15.10. Conflict of Laws
In the event of a conflict between UAE law and any international regulation or standard referenced in these Terms, UAE law shall take precedence.

By engaging Ratio Accounting & Financial Advisory (“Ratio”), utilizing Ratio Volt, or accessing our services, you confirm that you have read, understood, and agreed to these Terms of Service in their entirety. These Terms, in conjunction with the Service Agreement, represent the complete understanding between the parties regarding the subject matter herein and supersede any prior agreements, understandings, or discussions.

If you have any questions or concerns regarding these Terms or your obligations, please contact us at info@ratio.ae. Your continued use of our services signifies your acceptance of these Terms and your commitment to upholding the responsibilities outlined herein.