Terms and Conditions

1. Purpose and Scope of Application

1.1. These Terms and Conditions of Business are intended to govern the business relations between SFM CORPORATE SERVICES LTD (DUBAI BRANCH) and SFM Company Formation DMCC (jointly and individually referred to as “SFM”) and its clients (the “Client”). On the basis of these Terms and Conditions of Business, SFM shall provide the Client assistance with various corporate services such as registration of companies (the “Company”) and assistance with additional related services such as the supply of internet merchant account, company logo, company seal, company rubber stamp, power of attorney, notarization and apostille on (the “Additional Services”), as well as the assistance in relation with the opening of accounts with banks or a non-banking financial services providers (the “Bank Account Opening Assistance”). For the purpose of these Terms and Conditions of Business, Company registration and related corporate services, Additional Services and Bank Account Opening Assistance shall collectively be referred to as the Services.

1.2. These Terms and Conditions of Business shall form an integral part of any agreement concluded between the Client and SFM on the execution of the SFM order form either by way of online order or paper form (the “Agreement”). By entering into an Agreement with SFM, the Client accepts these Terms and Conditions of Business including the price list for the Services available on the website of SFM ( www.sfm.com) (the “Fees”).

1.3. In the event of any conflict between the present Terms and Conditions of Business and any Agreement, the provisions of the Agreement shall prevail unless otherwise agreed in writing.

1.4. SFM reserves the right to change the Terms and Conditions of Business at any time with immediate effect. The Client shall be notified of such amendments by notice in writing.

2. Content and Scope of the Services

2.1. Foundation and management of the Company and Additional Services

SFM shall provide assistance to perform the service of incorporating a Company for the Client, in the jurisdictions specified on the website of SFM ( www.sfm.com). SFM shall administer Additional Services either via SFM’s affiliated companies or third parties. Affiliated companies mean, in relation to SFM, a subsidiary or a holding company of SFM or any other subsidiary of that holding company.

Foundation of the Company varies according to the jurisdiction and the Service mainly includes assistance with the Company head office (address), a registered agent and all the documents required for the Company to be fully operational from the first day of registration, i.e. the certificate of incorporation issued by the local registrar; the memorandum and articles of association; the resolution relating to the nomination of director and the distribution of shares; and the share certificate(s).

All Additional Services will be provided on the basis of a specific agreement between the Client and the relevant provider of the Additional Services, except for seals, stamps and logos, notarization and apostille.

2.2. Bank Account Opening Assistance

Upon receiving Client’s order, SFM shall assist the Client with Bank Account Opening in a bank or another financial service provider (the “Bank”) , such as a collection account provider. In this framework, SFM will provide the Client with a list of Banks per request, this list is solely for informative purposes, Client will make an independent choice and not by recommendation of SFM. Client may choose a Bank from the list or any third-party Bank. SFM will act as service provider to assist the Client in engagement with the Bank of Client’s choice and does not carry any responsibility towards the choice of the Bank. SFM cannot guarantee any success with opening a bank account or with additional services such as credit cards, chequebooks or internet banking access and is offered “as is”. The Client agrees to use Services only for lawful purposes, following all applicable laws. Any illegal, fraudulent, or unethical activities are strictly prohibited, and non-compliance may lead to legal consequences and service termination.

2.3. Non-Financial and Non-Governmental Status

SFM explicitly clarifies that it is not a financial institution or governmental service provider. The Client accepts this status as condition to utilizing SFM’s services.

3. Right to refuse services

SFM reserves the right to refuse any and/or all its Services to any Client without giving any reason or explanation thereto, and cannot, under any circumstances, be held responsible for such refusal.

4. Legal Advice

Whilst SFM endeavors to provide true and correct information on all its Services, it is not providing legal advice. The Client is responsible for ensuring that he/she has taken all necessary tax and legal advice with regard to the establishment and operation of the Company and for ensuring that the Company activities will not breach the law of any relevant jurisdiction.

5. Legal Purposes

The Client warrants that he/she will not use any of the rights granted in any Agreement for any illegal, obscene, immoral or defamatory purposes and will not in any way bring SFM into disrepute. The Client shall not in any way whatsoever use or combine the SFM name, in whole or in part, for the purpose of trading activities. SFM reserves the right to cooperate with any official investigating authority if required in relation to any allegations of impropriety against the Client.

6. Anti-Money Laundering and Due Diligence

The Client shall provide SFM with such information as SFM considers necessary in order to ensure that both SFM and the Company are complying with applicable legislation on anti-money laundering and due diligence. The Client is responsible for ensuring that the information provided to SFM is correct. The Client also warrants to SFM that assets or funds introduced to the Company do not represent either directly or indirectly the proceeds of a criminal or other illegal activity. In order to enable SFM to meet its legal obligation, the Client shall keep SFM fully and promptly informed of any changes in the beneficial ownership, shareholding and officers of the Company. The Client shall immediately inform SFM of the nature of the activities of the Company and seek SFM’s prior written consent before making any material changes to those activities.

7. Obligations of the Client

The Client shall provide to SFM due diligence documentation which may include without limitation, the following: (a) original certified copies of identity documents, (b) original certified proof of legal domicile not older than 3 months, (c) documents proving Client’s source of funds and source of wealth, as well as (d) a document showing current and past information of Client’s employment (CV or biography).

Depending on the Client’s Company structure, certified copies of corporate documentation, and certified translations might be required where applicable. In keeping with the risk-based approach, SFM might conduct enhanced due diligence (EDD) where additional documents are mandatory, such as original certified bank statements and bank reference letter, business plan and other documents evidencing Client’s source of funds and wealth.

Any certification of the original document should be certified as a true copy by either: (a) a registered lawyer; (b) a registered notary; (c) an embassy or consulate; or (d) by Apostille seal.

The Client is obliged to provide the requested due diligence material prior to the commencement of SFM Services. Furthermore, SFM reserve the rights to terminate any Agreement due to breach of this clause 7 during the Company renewal.

The Client certifies that each of the directors named in the Company order form submitted to SFM and who has not signed a "Consent to Act as Director", has consented to be a director of the Company on its incorporation and that each director who is a natural person has attained the age of 18 years.

8. Fees and Payment Terms

8.1. General

The Client agrees to pay the Fees charged by SFM for the provision of Services and any third-party disbursements incurred by SFM related to the provision of the Services. SFM shall start providing the Services only after the receipt of the full payment of the Fees. All Fees and charges are payable in the currency nominated by SFM, which is usually United States Dollar (USD). The Client is not authorized to withhold Fees and interests due for any Service, guarantee or liability-related claims. In the same manner, any right of off-set on the part of the Client is hereby excluded.

8.2. Foundation and Management of the Company

The Client shall settle a one-time set-up fee for enabling the service of assistance with foundation of the Company in addition to the annual fees due on the Company renewal.

The annual fee is a one-time charge per year paid upon registration or renewal of registration. It includes the on-going verification that the Company complies with local laws as well as the assistance with renewal of the head office, the registered agent and governmental charges from the jurisdiction in question. The annual fee is non-refundable.

The Client may pay the Fees due to SFM using a valid Visa, Mastercard or American Express credit or debit card bearing his/her name, or by bank transfer. Clients transmitting credit card (or similar payment instrument) data to SFM for the purpose of a payment, accept that SFM charges their credit card for the full amount of the Fees and/or expenses, taxes, duties due to SFM in connection with the Service plus any disbursements or out-of-pocket expenses. The Client further agrees that SFM may save and use such credit card data in accordance with the present Terms and Conditions and SFM’s Privacy Policy.

8.3. Specific Card Payment Conditions

In the event a third party is making a card payment to SFM on behalf of the Client, the Client warrants that the cardholder has authorized the payment, as well as the use of the card and processing of the card data by SFM in accordance with the Terms and Conditions of Business and the Privacy Policy. The Client agrees to cause the cardholder to sign and comply with a cardholder statement which template may be found here.

8.4. Bank Account Opening Assistance

The Client shall settle a one-time Fee for the Bank Account Opening Assistance. Notwithstanding the above, Bank Account Opening Assistance fee can be changed at any time without prior notice and it may be quoted in any currency agreed by the parties.

8.5. Other Introduction Services

The Client shall settle a one-time non-refundable fee for SFM’s introduction and application assistance service with third party service providers. Such fee is paid in respect of SFM’s service costs only. The Client understands that SFM will not be part of the relation between the Client and such third-party providers. The Client agrees that in the event the Client’s application is accepted, SFM may receive finder’s fees from such third-party provider and the Client expressly renounces claiming the payment of such fees.

9. Communication and Instructions

All communications in relation to the Services and the Company, including annual invoices, shall be deemed to have been properly communicated to the Client if sent to the email address notified to SFM by the Client in writing and all such communications shall be deemed to have been properly received by the Client upon sending the email to the Client.

In case where a Client, contacts SFM via email address which is not Client’s previously registered email address, SFM shall conduct identification process which includes but it is not limited to live video call and updated original certified copy of identity document. Where SFM receives mail on behalf of a Client or Company, SFM retains the right to open that mail prior to informing the Client or Company of its receipt.

To enable SFM at all times to contact the Client, the Client shall provide full details of and promptly (no later than 14 days) inform SFM of any changes to his/her usual residential address, telephone number, fax number and/or email address.

All instructions or requests for action shall be transmitted to SFM by the Client in writing. SFM may, at its discretion, agree to act on any request or instruction given otherwise than in writing but in such event SFM shall not be liable in respect of any misunderstanding or error occasioned in processing such action or request acted upon in good faith.

In the event the Client terminates all SFM services for one or several registered companies, any notice of termination served by email must be sent to finance@sfm.com.

10. Data Processing, Data Protection and Confidentiality

The recipients of Client’s personal data may include SFM affiliated companies acting as subcontractors or auxiliaries, the registered agents in the jurisdictions relevant to the Services, SFM IT suppliers or financial providers such as our payment acquirers, other third-party service providers, including Banks, whom the Client has expressly requested to be introduced to, the public companies’ registries, and/or the legal authorities.

The Client is under an obligation to maintain his/her personal data up to date during the entire contractual relationship with SFM, and to submit any required supporting document in relation to his/her update obligation in the exact form prescribed by SFM.

The Client warrants that he/she has secured the valid legal authorization of any applicable data subject whose personal data he/she transferred to SFM and that such data subject has consented to the processing of their personal data by or through SFM for the purpose of the Service performance or in application of due diligence obligations.

SFM, its directors, employees or agents, are required to handle Client’s data with confidentiality and shall not disclose such information in any way whatsoever except as provided herein. SFM is authorized to release privileged and confidential information (i) for the proposes intended by giving such information, and (ii) as required by law, any governmental or other regulatory authority or by a court or other authority of competent jurisdiction considering the that such disclosure shall be within the scope of the request.

Despite all security precautions developed and implemented by SFM, data including e-mail electronic communications and personal financial data may be accessed by unauthorized third parties when communicated between SFM, Clients and third parties.

The information provided in this Clause 10 is only an informative introduction to data protection. For further information and definitions, please refer to our Privacy Policy at www.sfm.com/privacypolicy.html.

11. Legal Incapacity

The Client shall bear the risk of any damage arising from any lack of legal capacity of his/her person and his/her attorneys or other third parties, unless such incapacity has been communicated to SFM in writing.

12. Liabilities

12.1. The Client shall at all times hereafter indemnify and keep indemnified SFM 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 (i) SFM having acted or declined to act on any instructions or otherwise pursuant to these Terms and Conditions or the Agreement, (ii) SFM providing registered office or other Services in respect of the Company or (iii) SFM, either directly or through third party, providing a representative or nominee shareholder and nominee director of the Company pursuant to these Terms and Conditions or the Agreement.

12.2. Without prejudice to any specific provision, any damage resulting from an error or omission of SFM, its directors, employees or agents shall be borne by the Client, unless SFM, its directors, employees or agents has acted with gross negligence or fraud. SFM will not be liable for any loss sustained as a result of any mechanical breakdown, strike, delay or failure of any staff, manager or caretaker to perform their duties.

12.3. Any damage whatsoever caused by or arising from, directly or indirectly, the error, failure, negligence, act or omission of any other person, system, institution or payment infrastructure shall be borne by the Client.

12.4. Damage or loss resulting from the use of electronic communication, postal services, telegraph, telex, facsimile, telephone, other means of communications or means of transportation, especially loss resulting from delay, misunderstanding, mutilation, abuse by third parties or duplication of copies, shall be borne by the Client, unless SFM has acted in gross negligence.

12.5. In the specific case of a Bank Account Opening Assistance, SFM is a third party to the relationship between the Bank and the Client. Therefore, under no circumstance can SFM be held responsible of the relationship between the Bank and the Client. SFM does not act as trustees or asset managers, and as such it does not have access to Company’s financial resources or bank accounts. SFM has no authority to act and does not purport to act as an employee, representative or officer of any Bank and/ or to sign on behalf or otherwise incur any liability of any sort on behalf of any Bank.

13. Duration, Termination and Suspension of Services

13.1. In General

Any Agreement lasts for the period stated in it and will then automatically be extended for successive periods equal to the length of the initial term. In all other aspects, any Agreement will automatically renew on the same terms and conditions. Either SFM or the Client can terminate any Agreement at the end date stated in it, or at the end of any extension or renewal period, by giving at least two months written notice to the other. Termination shall be without prejudice to any rights or liabilities of any party either arising prior to termination or arising in respect of any act or omission occurring prior to termination.

In case of violation of applicable laws or the present Terms and Conditions of Business by the Client, SFM may terminate any Agreement with immediate effect, including any Agreement regarding Additional Services provided by SFM’s affiliated companies or third parties. In such a case the Client must take all necessary actions to replace any position being vacant in any Company as a consequence of any such termination and it is explicitly agreed that SFM cannot be held liable for any damage following such an immediate termination.

13.2. Administration of the Foundation and Management of the Company

In the event that the Client terminates the Agreement or requests SFM to transfer the administration of management of the Company to another agent or corporate service provider or assistance to liquidate the Company, SFM will not assist in transfer or liquidation ofe the Company until all outstanding disbursement, expenses and/or fees (including but not limited to, government fees, duties, taxes and other third party disbursements together with nominee directors or shareholders fees and a transfer fee of USD 900.00) have been paid in full. SFM, furthermore, reserves the right to withhold services regarding transfer, liquidation and/or dissolution of the Company until all due diligence documents have been updated in accordance with the Clause 7 of these Terms and Conditions of Business.

As soon as the Company has been founded and is registered within the relevant jurisdiction, the Client undertakes to sign the mandate agreement in favour of SFM that is attached to the present Terms and Conditions of Business. SFM may refuse to forward to the Client the corporate documents relating to the Company as long as the mentioned mandate agreement is not signed.

The Client shall receive a full refund of the set-up fee minus courier charges 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 certified and duly completed by the Client in accordance with the Clause 7 above, AND (iii) the request for the refund is made within 60 days of payment of the set-up fee by the Client.

The Client will receive a credit note equal to the amount paid, in the event Client decides to cancel the order for convenience or if he is unable to provide the list of documents requested by SFM for processing the order.

13.3. Bank Account Opening Assistance

Any Client may decide to cancel his order application for Bank Account Opening Assistance within three (3) calendar days following the payment of Bank Account Opening Assistance Fee. The Client acknowledges that SFM’s role is to introduce the Client to the Banks which might accept to open the bank account on Client’s behalf and liaise between them. If the Client was unable to secure a bank account after SFM’s introduction to three (3) different Banks, no refund will be offered, for any reason.

13.4. Performance of a Refund

Refunds will be done only through the original mode of payment and to the payor’s account.

14. Severability

If any term or condition contained herein is or may become under any written law, or is found by any court or administrative body or competent jurisdiction to be illegal, invalid, prohibited or unenforceable then such term or condition shall be ineffective to the extent of such illegality, voidness, invalidity, prohibition or unenforceability. The remaining terms or conditions herein shall remain in full force and effect.

15. Assignment

To execute the Services, SFM reserves the right to engage subcontractors who are within its authority. Rights and obligations of the Client resulting from any Agreement can only be transferred to third parties with the written consent of SFM, subject to compliance approval.

16. Applicable Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Dubai International Financial Centre. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be subject to the exclusive jurisdiction of the Courts of the Dubai International Financial Centre.

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