Terms & Conditions

1. Scope

These Terms and Conditions (“Terms”) govern all professional consulting services (“Services”) provided by VSA to its clients (“Client”, “you”). They apply to every proposal, engagement letter, quotation and agreement between VSA and the Client, unless expressly agreed otherwise in writing. By requesting, accepting or using the Services, the Client agrees to these Terms.

These Terms relate exclusively to consulting services. They do not cover any other activity, product or service that may be offered by VSA, its founder or any affiliated entity under separate terms.

2. Nature of the Services

VSA provides independent professional consulting and advisory services in areas such as business strategy, organisation, business development, positioning and growth. The Services consist of analysis, opinions, recommendations and support based on the information made available by the Client and on VSA’s professional experience.

• The Services do not constitute legal, tax, accounting, audit, investment or other regulated financial advice. The Client should consult appropriately licensed professionals before taking decisions in those areas.
• VSA does not manage funds, hold client assets, execute transactions or act as a broker, intermediary or agent for any financial product.
• All decisions regarding the Client’s business, and their implementation, remain the sole responsibility of the Client.

3. Engagement, proposals and changes

Each engagement is defined in a written proposal or engagement letter describing the scope, deliverables, timing and fees. Work begins once the proposal is accepted by the Client in writing (including by e-mail) or, where applicable, once the agreed initial payment is received. Changes to the scope may lead to an adjustment of fees and timing, agreed in writing before the additional work is performed.

4. Fees and payment

• Fees are those stated in the proposal. Unless otherwise agreed, fees are expressed in the currency indicated in the proposal and are exclusive of any applicable taxes, which will be added where required by law.
• Invoices are payable within the term indicated on the invoice or, if none is stated, within 14 days of issue. Reasonable, pre-approved out-of-pocket expenses may be charged in addition to fees.
• Late payment entitles VSA to suspend the Services until payment is received. Fees paid for work already performed are not refundable.

5. Client obligations

The Client agrees to provide, in a timely manner, accurate and complete information and access to the people and documents reasonably needed for the Services. VSA is entitled to rely on the information provided without independent verification. Delays or inaccuracies attributable to the Client may affect timing and results and are not VSA’s responsibility.

6. Confidentiality

Each party will keep confidential all non-public information received from the other party in connection with the Services and will use it only for the purposes of the engagement. This obligation does not apply to information that is publicly available, already lawfully known to the receiving party, independently developed, or required to be disclosed by law or by a competent authority. Confidentiality obligations survive the end of the engagement for a period of five years.

7. Intellectual property

Upon full payment, the Client may use the deliverables prepared specifically for it for its internal business purposes. VSA retains ownership of its methodologies, know-how, templates, tools and any pre-existing material, and may reuse general knowledge and experience gained during the engagement, provided the Client’s confidential information is not disclosed. Deliverables may not be resold, published or made available to third parties without VSA’s written consent.

8. No guarantee of results

VSA will perform the Services with reasonable skill, care and diligence. However, the outcome of any business decision depends on many factors outside VSA’s control, including market conditions and the Client’s own implementation. VSA does not guarantee any specific result, revenue, saving, growth or return. Any figures, examples or scenarios discussed during the engagement are illustrative only.

9. Limitation of liability

• To the maximum extent permitted by law, VSA’s total liability arising out of or in connection with an engagement, whether in contract, tort or otherwise, is limited to the amount of fees paid by the Client for that engagement in the twelve months preceding the event giving rise to the claim.
• VSA is not liable for indirect, consequential or special losses, loss of profit, loss of business, loss of opportunity or loss of data.
• Nothing in these Terms excludes liability for fraud or for any liability that cannot be limited under applicable law.

10. Term and termination

Either party may terminate an engagement with 15 days’ written notice. The Client will pay for Services performed and expenses incurred up to the date of termination. VSA may terminate immediately if the Client fails to pay when due, breaches these Terms or if continuing the engagement would place VSA in a conflict of interest or in breach of law. Sections 6 to 9 and 12 survive termination.

11. Independence and conflicts

VSA acts as an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment or agency relationship. VSA may act for other clients, including clients in the same industry, provided confidentiality is preserved.

12. Governing law and disputes

These Terms and any engagement are governed by the laws applicable in the United Arab Emirates and, where relevant, the regulations of the free zone in which VSA is established. The parties will first try to resolve any dispute amicably. Failing that, disputes will be submitted to the competent courts of the United Arab Emirates, unless a different forum is agreed in the engagement letter.

13. General

• If any provision of these Terms is held invalid, the remaining provisions remain in force.
• VSA may update these Terms from time to time. The version in force at the date of acceptance of a proposal applies to that engagement.
• Communications between the parties may take place by e-mail and are valid for the purposes of these Terms.

14. Contact

Questions about these Terms can be sent to info@vsaconsultingfze.com.