Terms of engagement

Standard terms

Version 2.0 · May 2026

These are the standard terms on which Hardcastle Advisory Group L.L.C-FZ (Meydan Free Zone Licence No. 2536157.01) (the “Consultant”) provides commercial consultancy, claims preparation, and dispute support services. They apply to every engagement unless replaced or varied by a written engagement letter signed by both parties.

They are written in plain English. If anything is unclear, raise it before signing and we will explain or adjust the term.

1. Engagement

Each engagement begins with a written engagement letter setting out the scope, deliverables, timetable, fee basis, and any conflict checks. Work does not start until the engagement letter is signed by both parties. Nothing in these terms obliges the Client to instruct any minimum level of work.

2. Term and termination

The Consultant may terminate an engagement on seven days’ written notice, or with immediate effect in the event of material breach, persistent non-payment, or where reputational or legal risks to the Consultant are reasonably foreseeable.

The Client may terminate for convenience on thirty days’ written notice. Fees are payable for all work performed up to the date of termination, together with any reasonable committed costs.

3. Status of the Consultant

The Consultant is engaged as an independent professional consultancy and not as an employee, partner, agent, joint venturer or representative of the Client. Nothing in these terms creates an employment relationship between the Consultant and the Client. The Consultant is responsible for its own taxes, statutory contributions and regulatory obligations.

4. Scope

The Consultant performs the scope set out in the engagement letter. The Consultant will notify the Client in writing if the work requires expansion (a “variation”) and will confirm any change to fee and timetable before continuing. The Consultant does not perform work outside the agreed scope without written authority.

Services are undertaken strictly upon written instruction, with clear deliverables agreed in advance.

5. What we are, and what we are not

Hardcastle Advisory Group provides commercial consultancy and quantum and contract-mechanics expertise. The Consultant is not a firm of lawyers, and the services provided do not constitute legal advice. The Consultant routinely works alongside the Client’s external counsel on disputes and recommends that legal advice is taken separately for any matter where it is appropriate.

6. Confidentiality

Each party shall maintain strict confidentiality in respect of all proprietary, commercial, and technical information exchanged under the engagement. The Consultant will not disclose Client information to third parties without the Client’s written consent, except where required by law, regulation, or the rules of a tribunal. The Consultant will sign reasonable additional confidentiality undertakings (including on a counter-party’s template) on request. The obligations of confidentiality survive expiration or earlier termination of the engagement.

7. Conflicts of interest

Before accepting an engagement the Consultant runs a conflict check. The Consultant will not act on both sides of the same dispute or transaction. Where a potential conflict arises during an engagement, the Consultant will notify the Client in writing and discuss the appropriate course of action, which may include withdrawing from one of the engagements.

8. Fees, expenses and payment

Fees are charged on one of three bases, as set out in the engagement letter:

Third-party services procured by the Consultant on behalf of the Client are charged at cost plus a reasonable handling fee where pre-agreed in writing. Disbursements (travel, accommodation, third-party reports) are charged at cost where pre-agreed in writing. All fees are exclusive of VAT and any applicable taxes.

Invoices are payable within 30 days of issue. Overdue invoices accrue interest at 9% per annum, calculated daily from the due date until paid in full. The Consultant reserves the right to suspend all ongoing work where any invoice remains unpaid beyond 14 days after its due date.

9. Ownership of work product

Ownership of deliverables (reports, submissions, analyses) transfers to the Client only upon full settlement of the corresponding invoices. Copyright in any underlying methods, templates, and accumulated know-how remains vested in the Consultant. The Client may not provide work product to a third party (other than the Client’s professional advisors) without the Consultant’s written consent.

10. Liability

The Consultant’s total aggregate liability to the Client, whether arising in contract, tort (including negligence), misrepresentation, breach of statutory duty or otherwise, is strictly limited to the greatest of:

The Consultant is not liable for any indirect, special, incidental, punitive, exemplary, or consequential losses or damages of any kind, including loss of profit, revenue, business opportunity, anticipated savings, loss of data, loss of goodwill or reputation, or any costs associated with business interruption, whether foreseeable or unforeseeable, and whether arising in contract, tort (including negligence), breach of statutory duty or otherwise.

Nothing in this clause limits liability for fraud, death or personal injury caused by negligence, or any other liability which by law cannot be excluded.

11. Indemnity

The Client shall indemnify and hold harmless the Consultant from all third-party claims arising from Client instructions, except to the extent caused by the Consultant’s gross negligence or wilful misconduct.

12. Reliance by third parties

The Consultant’s reports and advice are prepared for the Client named in the engagement letter and may not be relied on by any other party. Where reliance by a third party is required (for example a funder, joint-venture partner, or tribunal), this must be agreed in writing in advance and may be subject to additional terms or a reliance fee.

13. Non-solicitation

The Client agrees not to solicit, hire, or otherwise engage (directly or indirectly) any employee, principal, or specialist associate of the Consultant who has been materially involved in the engagement, for a period of twelve months following termination, without the Consultant’s prior written consent.

14. Assignment and subcontracting

The Consultant may delegate elements of service delivery to qualified subcontractors or specialist associates but remains contractually responsible to the Client for all deliverables. The Client may not assign the engagement to a third party without the Consultant’s prior written consent.

15. Force majeure

Neither party is liable for delays or failure in performance arising from events beyond its reasonable control, including acts of God, war, civil unrest, pandemic, governmental regulation, or failure of essential third-party infrastructure.

16. Data and records

The Consultant retains engagement records for a minimum of six years from the date the engagement ends, in accordance with professional practice and tax requirements. Personal data is held in accordance with the privacy notice.

17. Anti-bribery and sanctions

Both parties confirm they will comply with all applicable anti-bribery, anti-corruption and sanctions laws in connection with the engagement.

18. Entire agreement

The signed engagement letter, together with these terms, constitutes the entire agreement between the parties for the engagement and supersedes all prior understandings, proposals or representations (whether written or oral). No variation is binding unless made in writing and signed by both parties.

19. Notices

Notices and correspondence under an engagement are validly served by email to the addresses set out in the engagement letter, or to craig@hardcastleadvisorygroup.com in respect of the Consultant. A notice is deemed received on the next working day in the recipient’s location after the email is sent.

20. Governing law and jurisdiction

These terms are governed by the laws of the Emirate of Dubai and applicable UAE federal law. Any dispute arising out of or in connection with an engagement is submitted to the exclusive jurisdiction of the DIFC Courts, unless the engagement letter expressly provides otherwise.

Contact

Questions or requests in relation to these terms: craig@hardcastleadvisorygroup.com. Hardcastle Advisory Group L.L.C-FZ, Meydan Grandstand, 6th Floor, Meydan Road, Nad Al Sheba, Dubai, U.A.E.