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Terms and Conditions

Introduction

These Terms and Conditions apply to all services provided by Emesor FZC LLC. By accessing, engaging, or continuing to use our services, you agree to be legally bound by these Terms, together with any quotation, proposal, invoice, engagement letter, or written agreement issued by Emesor FZC LLC ("EMESOR", "we", "our", or "us").

Acceptance of Terms

By engaging with Emesor FZC LLC., the Client confirms that they have read and understood these Terms, accept full responsibility for all information and documents provided, any submission made by Emesor on behalf of the Client is fully authorized by the Client, and regulatory outcomes depend entirely on external authorities and are outside Emesor FZC LLC’s control. The Client warrants that the individual accepting these Terms has full authority to bind the Client.

Definitions
  • 'Client' means the organization engaging EMESOR.
  • 'Certification Body', 'Accreditation Body', 'Inspection Body' and 'Laboratory' refer to independent third parties.
  • 'Deliverables' include reports, procedures, manuals, templates and advisory outputs.
Website Terms of Use
  • By accessing this website, you agree to comply with these Terms of Use.
  • The website is intended to provide information regarding EMESOR's advisory services only.
  • Viewing the website does not establish a contractual, advisory or fiduciary relationship with EMESOR.
  • EMESOR may amend website content and these Terms at any time.
  • All text, graphics, branding, logos and proprietary content are owned by EMESOR unless otherwise stated.
  • Content may be viewed for personal or business evaluation only.
  • Copying, reproducing, modifying or distributing website content without written permission is prohibited.
  • External links are provided for convenience only.
General Terms of Business / Terms of Engagement
  • EMESOR operates as an independent Quality, Compliance & Business Advisory.
  • Services are provided in accordance with an accepted quotation or written agreement.
Scope of Services
  • Services may include management systems advisory, accreditation readiness, product compliance, testing and inspection coordination, HR advisory, accounting process advisory, audits and training, ERP and marketing advisory.
  • EMESOR provides advisory services and coordination only unless expressly agreed otherwise.
Quotations & Acceptance
  • Work commences following written acceptance of a quotation and payments as per agreed payment terms.
  • Project scope changes may require revised fees and time-lines.
  • Government Fees or Third-party costs are excluded from the quote unless expressly stated in the quotation.
Fees, Payments & Refunds
  • All Fees are generally milestone-based or based on agreed quotations or invoices issued.
  • Payments are non-refundable once services have commenced or third-party costs have been incurred.
  • Delayed payments may result in delay in the project delivery and suspension of services.
  • Additional charges may apply in case of scope changes or additional requirements.
  • EMESOR reserves the right to withhold reports, deliverables, applications, certificates, training materials and any work product until all outstanding invoices have been paid in full.
Project Delays & Suspension
  • If client delays materially affect delivery, EMESOR may suspend work, revise timelines and revise pricing where justified.
 Client Responsibilities
  • The Client shall provide complete and accurate information, timely approvals, authentic documents, access to personnel and required documentation.
  • The Client bears full responsibility for errors or delays caused by incorrect information.
  • The Client remains responsible for implementation decisions and ongoing compliance.
  • The Client shall promptly review all submissions prepared by EMESOR and remains solely responsible for verifying the accuracy of all information before submission to any third party.
Confidentiality
  • Each party shall protect confidential information received during the engagement and use it only for the written agreed purpose.
  • Client names or EMESOR name shall not be used for marketing without written permission.
  • Both parties agree to maintain strict confidentiality of all information shared and shall not disclose it to any third party without written consent, and this obligation continues even after termination of services.
  • Information may be disclosed where required by law, regulatory body, accreditation or certification bodies supporting our operations, upon request.
  • Each Party shall treat as confidential all Confidential Information received from the other Party in connection with the Services and shall use such information solely for the purposes of performing or receiving the Services under these Terms or any applicable Agreement.
  • Neither Party shall disclose, publish, reproduce, copy, or make available any Confidential Information to any third party without the prior written consent of the other Party, except as expressly permitted under these Terms or as required by applicable law.
  • EMESOR may disclose Confidential Information where reasonably necessary for the performance of the Services, including to its employees, affiliates, consultants, subcontractors, professional advisers, certification bodies, accreditation bodies, laboratories, inspection bodies, governmental or regulatory authorities, or other authorised third parties, provided that such persons or entities are subject to appropriate confidentiality obligations or are otherwise required to maintain the confidentiality of such information.
  • Either Party may disclose Confidential Information where such disclosure is required by applicable law, court order, governmental authority, regulatory authority, accreditation body, certification body, or any other competent authority having jurisdiction, provided that, where legally permissible, the disclosing Party shall promptly notify the other Party of such requirement.
  • Neither Party shall use the name, logo, trademarks, service marks, trade names, or other branding of the other Party, nor refer to the existence or details of the business relationship, in any advertising, publicity, promotional material, case study, client list, website, social media, press release, or other marketing communication without the other Party's prior written consent.
  • The confidentiality obligations contained in this Clause shall survive the completion, suspension, termination, or expiration of the Services or any Agreement and shall continue indefinitely, except where the Confidential Information lawfully enters the public domain through no breach of these Terms by the receiving Party.

The obligations under this Clause shall not apply to information that:

(a) is or becomes publicly available through no breach of these Terms;

(b) was lawfully known to the receiving Party prior to disclosure;

(c) is lawfully received from a third party without any duty of confidentiality; or

(d) is independently developed by the receiving Party without reference to or use of the other Party's Confidential Information.

  • Nothing in this Clause shall restrict EMESOR from using its general knowledge, experience, methodologies, skills, know-how, templates, or techniques developed or acquired during the performance of the Services, provided that no Confidential Information of the Client is disclosed.
Indemnity

The Client shall indemnify, defend, and hold harmless EMESOR, its directors, shareholders, officers, employees, consultants, representatives, affiliates, and subcontractors from and against any and all claims, demands, actions, losses, proceedings, damages, liabilities, penalties, fines, costs, judgments, settlements, and expenses (including reasonable legal fees) arising out of or in connection with:

(a)   any inaccurate, incomplete, misleading, false, or outdated information, documentation, data, records, declarations, or representations provided by or on behalf of the Client;

(b)    the Client's failure to disclose material information or to comply with applicable laws, regulations, standards, contractual obligations, certification requirements, or regulatory conditions;

(c)   any regulatory investigation, enforcement action, third-party claim, product liability claim, contractual dispute, or legal proceeding relating to the Client's products, services, operations, or business.

(d)   the Client's use, misuse, implementation, interpretation, or reliance upon any advice, recommendations, reports, opinions, deliverables, training, or other Services provided by EMESOR in a manner inconsistent with EMESOR's recommendations, applicable legal or regulatory requirements, or the intended purpose of such Services;

(e) the Client's products, services, manufacturing processes, operations, management systems, business activities, employees, suppliers, contractors, distributors, importers, exporters, or any goods placed on the market by or on behalf of the Client;

(f) any actual or alleged product defect, product liability claim, recall, safety incident, regulatory non-compliance, customs detention, market withdrawal, consumer complaint, personal injury, property damage, or any other claim relating to the Client's products, services, or business activities;

(g) any audit, inspection, investigation, enforcement action, administrative proceeding, prosecution, regulatory action, civil claim, arbitration, contractual dispute, or legal proceeding involving the Client or arising from the Client's products, services, operations, or business activities;

(h) any claim, demand, or proceeding brought by a customer, supplier, distributor, governmental authority, accreditation body, certification body, laboratory, inspection body, regulator, or any other third party relating to the Client's products, services, operations, or business activities; and

(i) any breach by the Client of these Terms, any applicable agreement, or any applicable law or regulation.

  • The Client's indemnification obligations shall survive the completion, suspension, termination, or expiration of the Services or any agreement between the Parties and shall apply irrespective of whether the relevant claim is brought during or after the provision of the Services.
  • The Client further agrees to indemnify EMESOR against any claim arising from decisions, findings, actions, omissions, delays, suspensions, withdrawals, refusals, or other determinations made by any certification body, accreditation body, laboratory, inspection body, governmental authority, regulator, or other independent third party over which EMESOR has no control.
 Non-Circumvention
  • The Client acknowledges that EMESOR may introduce the Client to certification bodies, accreditation bodies, laboratories, inspection bodies, auditors, consultants, regulatory authorities, service providers, business partners, subcontractors, or other third parties in connection with the Services. The Client agrees that, during the term of the engagement and for a period of twenty-four (24) months following its completion or termination, it shall not, without the prior written consent of EMESOR, directly or indirectly bypass, circumvent, or otherwise engage or contract with any such introduced party for the same or substantially similar services where such engagement would avoid or deprive EMESOR of its legitimate business opportunity, fees, or commercial relationship.
  • This Clause shall not restrict the Client from engaging any third party with whom the Client had an existing and demonstrable business relationship prior to the introduction by EMESOR, or where the third party is publicly engaged through an independent process unrelated to EMESOR's introduction.
Subcontracting
  • EMESOR reserves the right, at its sole discretion, to appoint or engage qualified third-party consultants, laboratories, certification bodies, inspection agencies, auditors, or other specialist service providers to perform all or any portion of the Services where deemed appropriate. Any such engagement shall not relieve the Company of its contractual responsibilities to the Client unless expressly agreed otherwise. The Client acknowledges and agrees that such third-party providers operate independently and are subject to their own policies, procedures, technical requirements, schedules, and decision-making processes, over which the Company has no direct control. The Company shall not be liable for delays, decisions, or actions arising solely from the independent operations of such third-party providers, provided that the Company has exercised reasonable care in their selection and engagement.
Intellectual Property
  • All intellectual property rights, including but not limited to copyrights, trademarks, trade names, service marks, logos, methodologies, frameworks, templates, checklists, procedures, manuals, reports, presentations, training materials, software, databases, know-how, business processes, documentation, website content, designs, graphics, and all other proprietary materials developed, owned, or used by EMESOR in connection with the Services shall remain the sole and exclusive property of EMESOR or its respective licensors.
  • Subject to the Client's full payment of all applicable fees, EMESOR grants the Client a limited, non-exclusive, non-transferable, and non-sublicensable right to use the Client-specific deliverables solely for the Client's own internal business purposes. The Client shall not reproduce, modify, distribute, publish, disclose, sell, licence, assign, commercialise, or otherwise exploit such deliverables without the prior written consent of EMESOR, except to the extent reasonably necessary for the Client's internal operations or to satisfy applicable legal or regulatory requirements.
  • Nothing contained in these Terms or any Agreement shall operate to transfer or assign any intellectual property rights belonging to EMESOR. All goodwill arising from the use of EMESOR's name, trademarks, logos, branding, website content, and other proprietary materials shall accrue exclusively to EMESOR.
  • The Client shall not remove, alter, obscure, or interfere with any copyright notice, trademark, proprietary marking, confidentiality notice, or other intellectual property notice appearing on any document, report, training material, software, website, or other material provided by EMESOR.
  • Any intellectual property developed independently by EMESOR in the course of providing the Services, including improvements, modifications, methodologies, templates, processes, tools, and know-how of general application, shall remain the exclusive property of EMESOR, notwithstanding that such intellectual property may have been created while performing Services for the Client.
  • Feedback, suggestions or recommendations provided by the Client may be freely used by EMESOR without restriction.
Limitation of Liability
  • To the fullest extent permitted by applicable law, EMESOR shall not be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages, or for any loss of profit, revenue, business, contracts, goodwill, opportunity, anticipated savings, production, use, data, or reputation arising out of or in connection with the Services, whether arising in contract, tort (including negligence), statutory duty, or otherwise, even if advised of the possibility of such losses.
  • EMESOR's total aggregate liability arising out of or in connection with the Services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total professional fees actually paid to EMESOR by the Client for the specific Services giving rise to the claim.
  • EMESOR acts solely as an independent consultancy and advisory service provider. EMESOR does not guarantee, warrant, or assume responsibility for the decisions, findings, actions, omissions, approvals, refusals, suspensions, withdrawals, delays, or other determinations made by any certification body, accreditation body, laboratory, inspection body, governmental authority, regulatory authority, customs authority, conformity assessment body, or any other independent third party. EMESOR shall not be liable for any loss, delay, cost, or damage arising from or relating to such decisions or actions.
  • The Client acknowledges that all recommendations, opinions, reports, assessments, and other deliverables provided by EMESOR are based upon the information made available at the time of the engagement and constitute professional advice only. The implementation of such advice and all business, operational, regulatory, or commercial decisions remain the sole responsibility of the Client.
  • The Client acknowledges that the fees charged by EMESOR reflect the allocation of risk contained in these Terms.
  • Nothing in these Terms shall exclude or limit any liability that cannot lawfully be excluded or limited under the applicable governing law.
Governing Law & Dispute Resolution
  • These Terms are governed by the laws of the United Arab Emirates.
  • Any disputes shall be subject to the jurisdiction of UAE courts.
  • The parties shall seek amicable resolution before commencing legal proceedings.
Termination
  • Either Party may terminate the Services or any Agreement by providing written notice to the other Party in accordance with the terms of the applicable Agreement or, where no notice period is specified, upon reasonable written notice.

EMESOR reserves the right to suspend or terminate the Services immediately by written notice where the Client:

(a) commits a material breach of these Terms or any Agreement and, where the breach is capable of remedy, fails to remedy such breach within fourteen (14) days after receiving written notice;

(b) fails to make payment when due;

(c) provides false, inaccurate, incomplete, misleading, or fraudulent information or documentation;

(d) requests or requires EMESOR to perform any act that is unlawful, unethical, or contrary to applicable laws, regulations, accreditation requirements, or professional standards; or

(e) becomes insolvent, enters into liquidation, or ceases to carry on business.

  • Upon termination, the Client shall remain liable for:

(a) all Services performed up to the effective date of termination;

(b) all fees, expenses, disbursements, and charges accrued or incurred prior to termination;

(c) any non-refundable fees or charges payable to certification bodies, laboratories, inspection bodies, governmental authorities, subcontractors, or other third-party service providers that have been incurred or committed on the Client's behalf; and

(d) any other outstanding amounts due under these Terms or the applicable Agreement.

  • Unless otherwise expressly agreed in writing, all payments made to EMESOR are non-refundable in respect of Services already performed, work in progress, or third-party costs and commitments incurred prior to the effective date of termination.
  • Termination of the Services or any Agreement shall not affect any rights, obligations, liabilities, payment obligations, indemnities, confidentiality obligations, intellectual property rights, or other provisions which, by their nature, are intended to survive termination.
Severability
  • If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
Waiver
  • Failure by EMESOR to enforce any provision shall not constitute a waiver of that provision.
No Partnership
  • Nothing contained in these Terms shall create any partnership, joint venture, agency, fiduciary relationship or employment relationship between EMESOR and the Client.
Entire Agreement
  • These Terms, together with the applicable quotation, proposal, engagement letter or written agreement, constitute the entire agreement between the Parties and supersede all previous discussions, representations, negotiations and understandings relating to the Services.
Force Majeure
  • Neither Party shall be liable for any delay, failure, or inability to perform any of its obligations under these Terms or any Agreement to the extent such delay or failure results from a Force Majeure Event. For the purposes of this Clause, a Force Majeure Event means any event or circumstance beyond the reasonable control of the affected Party, including but not limited to acts of God, natural disasters, epidemics or pandemics, fire, flood, earthquake, severe weather conditions, war, armed conflict, terrorism, civil unrest, riots, strikes, labour disputes, lockouts, governmental or regulatory actions, changes in applicable laws or regulations, embargoes, sanctions, interruption or failure of utilities, telecommunications or internet services, cyberattacks, system failures, transportation disruptions, or any other event that could not reasonably have been anticipated or avoided.
  • The affected Party shall promptly notify the other Party of the Force Majeure Event and shall take reasonable steps to minimise its effects and resume performance of its obligations as soon as reasonably practicable.
  • Where a Force Majeure Event continues and materially prevents the performance of the Services, the Parties shall consult in good faith to determine an appropriate course of action. If performance becomes impossible for an extended period, the Parties may mutually agree to terminate the affected Services. Either Party may terminate the affected Services or Agreement by providing written notice to the other Party, without liability for such termination, except for obligations accrued prior to the effective date of termination.
  • Nothing in this Clause shall relieve the Client of its obligation to pay for Services properly performed prior to the occurrence of the Force Majeure Event.

 Registered office address : Business Centre, Sharjah Publishing City Free Zone, Sharjah, United Arab Emirates

Contact email : info@emesor.com