These Terms and Conditions (“Terms”) govern the provision of company formation, corporate structuring, offshore account facilitation, Foundation and Variable Capital Company (VCC) advisory, and related corporate services (the “Services”) by Consultycs FZCO (“Consultycs”, “we”, “us”, “our”) to any individual or entity that engages us (the “Client”, “you”, “your”). By signing an engagement letter, service agreement, invoice, or by instructing Consultycs to proceed with any Service, you accept and agree to be bound by these Terms.
1. DEFINITIONS AND INTERPRETATION
1.1 “Authority” means any UAE free zone authority, mainland Department of Economic Development, federal or emirate-level government body, regulator, bank, or foreign registry involved in licensing, registration, or account opening.
1.2 “Beneficial Owner” or “UBO” means the natural person(s) who ultimately own or control the Client or on whose behalf a transaction is being conducted, as defined under UAE Cabinet Decision No. (58) of 2020 (as amended).
1.3 “Deliverables” means licenses, incorporation certificates, share certificates, foundation charters, account approvals, or other documentation issued by an Authority as a result of the Services.
1.4 “Engagement Letter” means the specific proposal, quotation, invoice, or service order confirming the scope, fees, and timeline for a given Service.
1.5 “Fees” means all amounts payable to Consultycs for the Services, exclusive of Third-Party Costs unless stated otherwise.
1.6 “Third-Party Costs” means government fees, license fees, registered agent fees, bank charges, notarisation, translation, courier, and any other disbursement payable to a party other than Consultycs.
2. SCOPE OF SERVICES
2.1 Consultycs acts as an independent corporate services provider and intermediary between the Client and the relevant Authorities. We assist with company formation (mainland, free zone, and offshore), licensing, PRO and visa facilitation, bank account introduction, and the establishment of foundations and VCCs for asset structuring.
2.2 The specific scope, deliverables, and timelines for each engagement are set out in the applicable Engagement Letter. Where there is a conflict between the Engagement Letter and these Terms, the Engagement Letter prevails for that engagement only.
2.3 Consultycs does not provide legal, tax, or investment advice unless expressly stated in an Engagement Letter and delivered by a qualified, licensed professional. Clients requiring formal legal or tax opinions should engage independent licensed counsel; we can facilitate such introductions.
3. NO GUARANTEE OF APPROVAL
3.1 All licenses, registrations, foundation charters, and bank account approvals are subject to the sole discretion of the relevant Authority. Consultycs will use reasonable professional efforts to prepare and submit a complete, compliant application, but cannot and does not guarantee approval, a specific processing timeline, or the outcome of any Authority’s or bank’s decision.
3.2 Rejections, delays, or additional documentation requests arising from an Authority’s or bank’s internal policy, compliance concerns, sanctions screening, or incomplete/inaccurate information provided by the Client are outside Consultycs’s control and do not constitute a breach of these Terms.
4. CLIENT OBLIGATIONS AND REPRESENTATIONS
4.1 The Client warrants that all information, documents, and representations (including UBO, source of funds, and source of wealth disclosures) provided to Consultycs are true, accurate, complete, and not misleading.
4.2 The Client shall promptly notify Consultycs of any change in circumstances that would affect the accuracy of information already submitted to an Authority or bank.
4.3 The Client shall not use the Services, or any entity, account, or structure established through the Services, for any unlawful purpose, including money laundering, terrorist financing, sanctions evasion, tax evasion, or fraud.
4.4 The Client shall provide all documentation reasonably requested by Consultycs, an Authority, or a bank within the timeframe specified, failing which Consultycs may suspend the engagement without liability.
5. FEES, THIRD-PARTY COSTS AND PAYMENT
5.1 Fees are quoted in the Engagement Letter and are exclusive of VAT and Third-Party Costs unless expressly stated as inclusive.
5.2 Third-Party Costs are estimates based on current published rates of the relevant Authority or bank at the time of quotation and may change without notice. The Client agrees to bear any increase.
5.3 Unless otherwise agreed in writing, Fees are payable in advance of commencement of work. Consultycs is not obliged to submit any application or file any document until payment is received in full.
5.4 Except where required by law or expressly agreed in the Engagement Letter, Fees are non-refundable once an application has been submitted to an Authority, as work has been performed and Third-Party Costs may already be incurred or non-recoverable.
5.5 Late payment may result in suspension of Services and accrual of interest at 2% per month or the maximum permitted by UAE law, whichever is lower.
6. ANTI-MONEY LAUNDERING, KYC AND SANCTIONS COMPLIANCE
6.1 Consultycs is required, and reserves the right, to conduct Know-Your-Customer (KYC) and Client due diligence in line with UAE Federal Decree-Law No. (20) of 2018 on Anti-Money Laundering and Combating the Financing of Terrorism (as amended) and related Cabinet and Ministerial decisions.
6.2 Consultycs will screen Clients and Beneficial Owners against applicable UN, UAE, and other relevant sanctions lists. We reserve the right to decline, delay, suspend, or terminate any engagement where a Client or Beneficial Owner cannot be adequately verified, is a sanctioned party, or where risk indicators of money laundering or terrorist financing are identified, without liability to the Client.
6.3 Consultycs may be legally obliged to report suspicious activity to the UAE Financial Intelligence Unit and, where required by law, is prohibited from disclosing that a report has been made.
7. CONFIDENTIALITY AND DATA PROTECTION
7.1 Each party shall keep confidential all non-public information disclosed by the other in connection with the Services, except where disclosure is required by law, regulator, court order, or an Authority/bank as part of the application process.
7.2 Consultycs processes personal data in accordance with the UAE Federal Decree-Law No. (45) of 2021 on the Protection of Personal Data (PDPL) and, where applicable, the data protection regulations of the relevant free zone (e.g., DIFC Data Protection Law, ADGM Data Protection Regulations). Details are set out in our separate Privacy Policy.
7.3 The Client consents to Consultycs sharing necessary personal and corporate data with Authorities, banks, registered agents, and professional advisors strictly for the purpose of delivering the Services.
8. INTELLECTUAL PROPERTY
8.1 All templates, checklists, methodologies, and proprietary materials used by Consultycs in delivering the Services remain the intellectual property of Consultycs.
8.2 Deliverables issued by an Authority (licenses, certificates, charters) belong to the Client upon issuance.
9. LIMITATION OF LIABILITY
9.1 To the maximum extent permitted by UAE law, Consultycs’s total aggregate liability arising out of or in connection with any Service shall not exceed the Fees actually paid by the Client to Consultycs for that specific Service in the twelve (12) months preceding the claim.
9.2 Consultycs shall not be liable for any indirect, incidental, consequential, or special losses, including loss of profit, loss of business opportunity, or reputational damage, even where advised of the possibility of such loss.
9.3 Consultycs is not liable for decisions, delays, additional requirements, or rejections made by any Authority, bank, or third party, nor for changes in law or regulatory policy occurring after the date of the Engagement Letter.
9.4 Nothing in these Terms limits liability for fraud, gross negligence, or any matter which cannot be excluded or limited under UAE law.
10. INDEMNITY
10.1 The Client shall indemnify and hold Consultycs, its directors, employees, and agents harmless from any claim, loss, fine, penalty, or liability arising from: (a) inaccurate, false, or incomplete information provided by the Client; (b) the Client’s or the underlying entity’s unlawful use of the Services or any resulting structure; or (c) breach of these Terms by the Client.
11. TERM, SUSPENSION AND TERMINATION
11.1 Each engagement commences on the date of the Engagement Letter (or first payment, whichever is earlier) and continues until the agreed Deliverables are provided or the engagement is terminated in accordance with this clause.
11.2 Either party may terminate an engagement on 14 days’ written notice. Consultycs may terminate immediately, without notice, where the Client breaches Clause 4 (Client Obligations), Clause 6 (AML/Sanctions), or fails to make payment when due.
11.3 On termination, the Client remains liable for all Fees for work performed and all Third-Party Costs incurred up to the date of termination.
12. FORCE MAJEURE
12.1 Neither party shall be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including but not limited to war, armed conflict, civil unrest, acts of government, changes in law, pandemic, natural disaster, or failure of an Authority’s or bank’s systems or personnel.
13. GOVERNING LAW AND JURISDICTION
13.1 These Terms are governed by the laws of the United Arab Emirates, as applicable in the Emirate in which Consultycs is licensed, without regard to conflict-of-law principles.
13.2 Any dispute arising out of or in connection with these Terms shall first be referred to good-faith negotiation between the parties. If unresolved within 30 days, the dispute shall be referred to the courts of Dubai, UAE.
14. GENERAL
14.1 Entire Agreement: These Terms, together with the applicable Engagement Letter, constitute the entire agreement between the parties and supersede all prior discussions or representations.
14.2 Amendments: Consultycs may update these Terms from time to time. The version in force at the time an Engagement Letter is signed shall apply to that engagement unless a change is required by law.
14.3 Severability: If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.
14.4 Assignment: The Client may not assign or transfer its rights or obligations under these Terms without Consultycs’s prior written consent. Consultycs may assign these Terms to an affiliate or successor entity.
14.5 No Waiver: A failure to enforce any right under these Terms shall not constitute a waiver of that right.
14.6 Notices: All formal notices shall be sent in writing to the email or registered address specified in the Engagement Letter and shall be deemed received 24 hours after sending, unless proven otherwise.
15. CONTACT
For any questions regarding these Terms, please contact:
Consultycs
Unit 4101, HDS Business Centre – Cluster M – Al Thanyah Fifth – Jumeirah Lakes Towers – Dubai
Email: [email protected]
Phone: 04 584 0919