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Terms and Conditions

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UAE’s most dynamic free zone jurisdiction

22 November 2017

As the rapid success of the UAE continues, Ras Al Khaimah provides spectacular economics opportunities. Ras Al Khaimah is a place great to live with its high quality and affordable housing, shopping malls, and lots of family activities; it could offer a fabulous lifestyle matched only by an environment that is a great place to conduct business [...]

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VAT in the UAE

12 February 2017

As announced in February 2016 by the UAE Minister of State for Financial Affairs, His Excellency Obaid Humaid Al Tayer, the UAE will introduce a Value Added Tax (VAT) of 5% beginning January 1, 2018. The six other states that make up the Gulf Cooperation Council (GCC) region will also be implementing a VAT during this time and/or by January 1, 2019 at the latest [...]

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TERMS AND CONDITIONS GOVERNING THIS PROPOSAL

SCOPE OF WORK AND FEES

  1. SFM is a corporate service provider registered in the United Arab Emirates Under license number 681942. With its registered offices, No 1, Sheikh Zayed Road H hotel, Office tower, Office 1602. (“SFM”).

  2. SFM is not responsible for providing services (or omitting to provide services) on matters outside of the Scope of Work. Additional work to be undertaken on behalf of the client shall be charged for separately at a fee to be agreed upon between SFM and the client.

  3. All invoices must be settled in full prior to commencement of the proposed service.

  4. The client agrees to use his best endeavors to attend all appointments at departments and offices where his presence is mandatory. Any delays in the client being able to attend such appointments will affect the timescales for the incorporation of the company and SFM shall not be held liable for any such delays.

  5. Certain fees and expenses will be provided by SFM to the client as estimates. The client agrees and acknowledges that such fees and expenses are set by the relevant authority and may be subject to increase without notice. Supporting invoices evidencing such fees and expenses will be made available to the client by SFM on request. Where necessary, the client agrees to make further payments to SFM should the funds available to SFM be insufficient to cover the costs of incorporation.

  6. The client may terminate the engagement by providing SFM with prior written notice of such termination. On termination of the engagement, SFM shall be entitled to deduct from the client funds held by it and/or charge the client:

    1. Termination fees for documentary work and time spent in effecting the termination of the engagement; and

    2. All disbursements payable to third parties as a result of the termination of the engagement.

    The balance of client funds (if any) held by SFM shall be thereafter refunded to the client.

  7. All accrued rights and liabilities under these terms and the proposal shall survive and remain in full force and effect notwithstanding termination of SFM’s engagement.

  8. SFM reserves the right to refuse to accept instructions from a client or to discontinue the provision of its services without giving any reasons therefor.

  9. The client shall receive a full refund of the fees paid to SFM (less courier charges) only if the following three conditions are met: (i) SFM is not able to incorporate the company for the client and (ii) SFM has received all the necessary documents to incorporate the company for the client in a form which is acceptable to the relevant authorities and (iii) the request for the refund is made within six months from the date of the payment of the fees by the client.

  10. The services agreed to be provided by SFM to the client hereunder are limited to those services explicitly set out in the proposal. SFM shall have no responsibility to provide any services other than those set out herein and SFM assumes no additional responsibility towards the client whatsoever. The client shall be responsible to ensure that the client, and any entity established by SFM on behalf of the client, complies with all applicable laws and regulations of the UAE and elsewhere at all times. In particular, the client acknowledges that following incorporation, it shall be responsible for all filings and payment of all fees, penalties and charges to the relevant authorities for the continued existence of the entity established by SFM on its behalf. Any compliance failure of the newly established entity shall be the sole responsibility of the client.

  11. Under no circumstances shall SFM’s liability towards the client exceed the amount of fees paid by the client to SFM. In addition, SFM shall not be liable for any indirect or consequential damages (whether foreseeable or not) suffered by the client in connection with the services provided by SFM.

  12. SFM does not guarantee that the relevant regulatory authorities in the UAE shall accept the documents prepared and/or submitted by SFM on behalf of the client. The regulatory authorities in the UAE enjoy considerable discretion and they may reject any application without assigning a reason. The client acknowledges and accepts the risk of such rejection. Furthermore, the regulatory authorities in the UAE are entitled to request additional documents from the client at any time and the client agrees to furnish the same at the earliest. SFM shall not be responsible for any delay or other complication arising under any application submitted on behalf of the client, except where the same may arise due to SFM’s gross negligence or willful misconduct.

  13. The client shall ensure that all information and documents provided to SFM in connection with the engagement hereof are true and accurate in all respects. The client shall ensure that:

    1. all copy documents supplied to SFM are complete and true copies of, and conform to, the original documents;

    2. all original documents supplied to SFM are genuine and complete have not been tempered with in any way; and

    3. copies of all documents supplied to SFM as translation copies are an accurate translations of the original text;

    The client shall be responsible for any inaccuracy or misrepresentation in the documents prepared by SFM on behalf of the client (including business plan, application form or any other document whatsoever) which results from any untrue or inaccurate information or documents supplied to SFM by the client.


GENERAL

  1. All instructions or requests from the client shall be provided in writing. SFM may, at its sole discretion, agree to act on any request or instruction given otherwise than in writing but in such an event SFM shall not be liable for any error occasioned in the carrying out of such instruction or request by SFM in good faith.

  2. The client shall provide full details of and promptly inform SFM of any changes to his usual residential address, telephone number, fax number and any email address.

  3. All communications with respect to the engagement shall be deemed to have been properly communicated to the client if sent to the address notified by the client to SFM in accordance with clause 10 of these terms. All such communications shall be deemed to have been properly received by the client within seven (7) days after the posting of such communication to the client. It shall not be necessary for SFM to provide proof of postage. Communications may also be sent by facsimile, email or such other method as the client shall authorise.

  4. Save in the case of gross negligence or willful misconduct on the part of SFM, SFM shall not be liable for any failure to comply (wholly or in part) with any instruction and shall not be responsible for the non-receipt of instructions and the client shall have no claim whatsoever against SFM in respect of anything done (or omitted to be done) or in respect of any exercise of any discretion.

  5. The client shall at all times hereafter indemnify and keep SFM indemnified against all actions, suits, proceedings, claims, demands, costs, charges, expenses and consequences whatsoever which may be taken or instituted against SFM or which may be incurred or become payable by SFM by reason of or on account of SFM having acted or declined to act on any instructions or otherwise pursuant to this proposal.

  6. In its brochure and other materials, SFM provides information on, inter alia, corporate, financial, tax and commercial matters. Such information is not and does not purport to be legal or other professional advice and shall not be taken to constitute such advice or used or relied upon by the client as such. The client shall take his own independent advice on any matter relating to the services that may affect or concern the client and shall not rely on any representations (whether oral , written, express or implied or otherwise) made by SFM, its employees, representatives or agents. Further, the client agrees and acknowledges that (i) he may have an obligation to report his interest in any company incorporated by SFM in personal tax returns and (ii) the income of that company may be imputed to him. The client shall take advice on and comply with all legal obligations in this respect and SFM shall not be liable to the client for any such matters.

  7. SFM makes no guarantee as to the time it will take to deliver the Scope of Work. Except in the case of gross negligence or willful misconduct, SFM shall not be liable in any way whatsoever in relation to the manner in which the Scope of Work is undertaken or delivered, which the client acknowledges is at the complete discretion of SFM.

  8. In the event that the Scope of Work includes the provision by SFM of a local service agent or local partner (the “Local Individual”), the client acknowledges that such service is limited to providing an introduction only, and that the final decision on whether to work with any such individual is that of the client. SFM shall not be responsible for any conflict, dispute or controversy which may arise with or involve the Local Individual at any time in the future and the client expressly waives any right to claim from, or hold liable, SFM as a result of the provision of the introductory service.

  9. SFM may at any time request the client to provide it with information that it may reasonably require in order to satisfy its client due diligence procedures. The client agrees to:

    (a) Provide all such information to SFM as soon as reasonably practical; and

    (b) Promptly notify SFM of any changes to such information.

  10. Except for obligations to pay any amount due, neither SFM nor the client shall be liable in any way for failure to perform its/his respective obligations under these terms or the proposal if the failure is due to causes outside the reasonable control of the party which has failed to perform.

  11. The client acknowledges that this proposal constitutes the entire agreement between the client and SFM in connection with its subject matter and supersedes all previous agreements or understandings between the client and SFM in connection with its subject matter.

  12. SFM shall be entitled to amend these terms and conditions at any time on the provision of prior written notice to the client.

  13. If any provision of these terms is or becomes invalid, illegal or unenforceable then it shall, to the extent required, be severed and shall be ineffective and the validity of the remaining provisions shall not be affected in any way.

  14. In the event of any conflict between these terms and the proposal, the provisions of these terms shall prevail.

  15. These terms, the proposal and any dispute between the client and SFM arising out of them shall be governed by, and construed in accordance with the laws applicable in the Emirate of Dubai, United Arab Emirates. Any dispute arising under or in connection with these terms and conditions, including with respect to their existence, validity or interpretation, shall be subject to the jurisdiction of the Courts of the Dubai International Financial Center. Notwithstanding the foregoing, SFM may institute proceedings in any other jurisdiction it may deem appropriate (acting in its sole discretion), including to recover its fees, expenses or any other amounts payable to SFM hereunder.