GENERAL TERMS AND CONDITIONS
1. DEFINITIONS AND INTERPRETATION
1.1. The definition and rules of interpretation in this paragraph 1 apply in these Terms and Conditions and any Agreement unless the context requires otherwise:
Agreement means any agreement between the Client and/or any of its Group Member(s) and InBusiness (including, without limitation, these Terms; the Offer accepted by the Client by a mode specified in the Offer; and the Engagement Agreement);
Applicable Law means the law governing these Terms as well as any public or internal policies, codes, professional rules applicable to InBusiness or the Services;
Authorised Contact Person means an authorised representative appointed by the Client, whose details are set out in the Agreement or in any Annex thereto;
Business Day means any day that is not Saturday, Sunday, or a declared public holiday in the Emirate of Dubai, United Arab Emirates.
Client means a natural person, company, corporation, trust, foundation, any other form of a legal entity, partnership, or unincorporated business setup to which InBusiness provides any Service;
Compliance Rules means the legal and regulatory framework applicable under the UAE Federal AML, CTF, and CPF legislation, including but not limited to any act, regulation, procedure, and policy governing directly or indirectly (e.g., through a regulatory body) the provision of Services to the Client, any internal compliance policy & procedure and any mandatory disclosure, automatic exchange of information, conflict of interest, anti-money laundering or (counter) terrorist financing act or countering proliferation financing or similar regulation and as such legal and regulatory framework may vary from time to time;
Confidential Information has the meaning provided in paragraph 13;
Data has the meaning provided in paragraph 12.1;
Director(s) means the member(s) of any corporate body of the Client, other than the shareholder, but including the liquidator;
Engagement Agreement means a customized Agreement between Client and InBusiness for providing of specific Services to the Client on a continuous basis;
Group Member(s) means (i) UBO (ultimate beneficial owner), or parent company (and any subsidiary thereof), branch of the company, and (ii) any of their directors, authorised signatories, board members, officers, contractors, delegates, sub-delegates, agents, shareholders or representatives;
InBusiness means InBusiness Advisory DMCC, a company incorporated in Dubai Multi Commodities Centre with License No. DMCC-830288 and/or INBUSINESS ACCOUNTING AND MANAGEMENT L.L.C, a company incorporated in Dubai with license No 1396262.
Offer means an offer from InBusiness to the Client containing, in particular, specific Services the Client requested or may be interested in, the price for each particular Service or a complex of Services (whichever is applicable); for the purposes of this Agreement, a proforma invoice or tax invoice issued by InBusiness shall also be deemed an Offer.
Parties mean the Client and InBusiness altogether, each of them separately – a Party;
Rules has the meaning provided in paragraph 21.2;
Sanctions mean economic or financial sanctions, any sanction laws or regulations, restrictive measures, or other similar instruments as amended from time to time, which restrict dealings with certain countries or individuals by the Sanctions authority;
Sanctions authority means US Department of Treasury’s Office of Foreign Assets Control (OFAC), the United Nations, the European Union, Her Majesty’s Treasury, or any other relevant government authority in any applicable jurisdiction, each foresaid sanctions authority as supplemented or substituted from time to time;
Service(s) means corporate, immigration, compliance, administrative, advisory, tax, accounting and other business-related services rendered by InBusiness to the Client under or in connection with any Agreement;
Service Fees means fees for the Services indicated in the Agreement; and
Terms mean these terms and conditions.
References to a person include natural person, company, partnership, joint venture, association, government, governmental or state agencies, foundation and trust (in each case whether or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists) or other entity and that person’s successors in title and permitted assigns; (a) References to “in writing” shall be construed as written or represented by any means reproducible in writing, including any form of print, email, facsimile, or photograph or represented by any other substitute or format for storage or transmission for writing or partly one and partly another; (b) References to any party to these Terms shall include references to such party’s successors.
2. APPLICABILITY
2.1 These terms and conditions (the Terms) apply to and govern each engagement between the Client and InBusiness, including whenever the Client: (a) requests or receives any Services, (b) signs or otherwise enters into any proposal, engagement letter or agreement with InBusiness (each an Agreement), or (c) pays any invoice issued by InBusiness. The Client’s payment of an invoice shall constitute the Client’s acceptance of these Terms for the relevant Services and, where applicable, for any ongoing or future Services.
2.2 The Terms are made available at the following link: [insert link]. The Client is responsible for reviewing the Terms prior to accepting or paying for the Services. These Terms (as in force from time to time) are deemed incorporated by reference into each Agreement and each invoice issued by InBusiness, and form an integral part of the contractual relationship between the Client and InBusiness.
2.3 InBusiness may amend, update or replace these Terms at any time at its sole discretion by publishing the amended Terms at the link in clause 2.2 (or any replacement link notified or made available by InBusiness). Unless expressly stated otherwise by InBusiness, any amendment will apply prospectively only and will not affect Services already accepted, paid for, or commenced prior to the amendment becoming effective.
2.4 If these Terms conflict with any Agreement, proposal, correspondence or other terms proposed by the Client, these Terms shall prevail unless InBusiness expressly agrees in writing that specified provisions are varied.
3. DUTIES, RESPONSIBILITIES AND WARRANTIES
3.1. InBusiness and Client will agree on the scope of Services and the applicable Service Fee at the outset of each matter on which InBusiness performs the Services.
3.2. The Client agrees and shall ensure that its Group Members shall explicitly agree that InBusiness may outsource (in any part or in whole) any Services to third parties while remaining liable to the Client for the actions of the availed third parties as for its own.
3.3. InBusiness shall provide the Services and shall implement in an efficient manner all reasonable instructions received from the Client provided that they are not unlawful and/or do not require InBusiness to act in breach of the Applicable Law. InBusiness shall not be responsible for any decisions taken in respect of the Client by any authority, institution, or organisation (including, without limitation, government authorities and banks). The Service Fees paid to InBusiness are not refundable.
3.4. In order for InBusiness to perform the Services, the Client shall ensure that any information provided to InBusiness by the Client, its Group Members, or by anyone else working with or for the Client is given promptly, is accurate and complete.
3.5. The Client shall guarantee that it and its Group Members safeguard and provide the relevant information, documentation, or any other form of cooperation, all in a reasonable timeframe, that InBusiness requires for delivering of its Services based on the terms and the scope of Services mentioned in the Offer accepted by the Client or the Engagement Agreement (whichever is applicable) including, but not limited to:
a) Update regarding any change in the structure of the Client, beneficial ownership, officers, authorised signatories, or any other corporate changes;
b) All information required for bank account opening KYC or updating KYC in connection KYC review by the bank which may take place from time to time, such as personal identification documents, proofs of wealth, utility bills, or any other documents which the bank may require;
c) All information pertaining to the preparation of the financial statements and audit;
d) Documents required for the annual report submission for the companies registered under GoAML Portal (Federal Decree Law (20) of 2018);
e) All information required or may be required in the future for executing the Services under any Agreement at the discretion of InBusiness.
3.6. In respect of accounting services to be provided by InBusiness at the request of the Client, it is agreed as follows.
3.6.1. The Client is fully responsible for the completeness and authenticity of data and documents provided to InBusiness. InBusiness cannot be liable for incorrectly provided data.
3.6.2. The Client takes the responsibility for the correctness of opening balances provided at the handover date.
3.6.3. InBusiness cannot be responsible for any errors/mistakes in relation to the period preceding the handover date.
3.6.4. InBusiness cannot be responsible for the breach of statutory or internal deadlines if the data is not provided to InBusiness on time.
3.6.5. InBusiness will immediately stop provision of services if there is a reasonable ground to believe, that there is a fraud committed by the Client or the Client intentionally distorts and provides ingenuine data, and/or if the Client intimidates InBusiness to distort the reported figures.
3.6.6. The Client shall be solely responsible for providing all documents, information, and materials required for the performance of the Services in a timely, complete, and accurate manner. InBusiness shall not be obligated to issue reminders, follow-ups, or repeated requests for any such documents or information, whether prior to or after the initial request. InBusiness reserves the right to process any documents received within up to five (5) working days from the date of receipt. Any delays in the provision of required documents by the Client may result in corresponding delays in the delivery of the Services, for which InBusiness shall bear no responsibility.
3.7. InBusiness will only act upon instructions provided in writing by UBO of the Client and/or its Authorised Contact Person(s). The relevant instructions must be provided by an email sent to InBusiness containing all following requisites: must be addressed to InBusiness; contain all relevant instructions as to the Services required; duly confirmed by UBO of the Client and/or by the Authorised Contact Person(s).
3.8. Notwithstanding duties and responsibilities of InBusiness in relation to the Services, the Client acknowledges that the Client shall retain responsibility and accountability for:
a) the management, conduct, and operation of the Client’s business and affairs;
b) deciding on the use of, choosing to what extent the Client wishes to rely on or implement the results of Services provided by InBusiness; and
c) making any decision based on the results of Services.
4. COMPLIANCE WITH LAWS AND REGULATIONS
4.1. The Client accepts and shall ensure that it and its Group Members shall accept that InBusiness may take whatever steps InBusiness considers appropriate to comply with the UAE Federal Regulatory Compliance Framework, Sanctions, and the Compliance Rules.
4.2. The Client accepts and shall ensure that it and its Group Members shall accept and commit to providing InBusiness from time to time with all documents and information with respect to the Client or any of its Group Members that InBusiness is or may be required to collect, maintain, update or use to satisfy the relevant obligations in connection with the Services provided under any Agreement or to satisfy the requirements of the Compliance Rules and the Sanctions.
4.3. InBusiness may request from the Client at any time and retain information and documentation relating to the Client’s identity and the identity of certain individuals within its Group Members, including but not limited to authorised representatives, directors, and ultimate beneficial owners.
4.4. The Client further warrants and undertakes that, immediately upon becoming aware thereof, it shall notify InBusiness of (a) any event which could be reasonably foreseen to have a material effect on the Client or its assets; and (b) any actual or threatened litigation in any jurisdiction or any actual or threatened investigation by any judicial or regulatory authority and any progress thereof, and it shall promptly provide such information as InBusiness may, at its discretion, require in respect thereof.
5. DURATION AND TERMINATION OF SERVICES
5.1 Each engagement for Services shall commence on the earlier of (a) the date InBusiness confirms acceptance of the Client’s request for Services, (b) the date InBusiness starts performing the Services, or (c) the date the Client pays the relevant invoice, and shall continue until the Services are completed or otherwise expire in accordance with the relevant Agreement, scope of work, invoice or these Terms, unless terminated earlier under this clause 5.
5.1. The Agreement can be terminated by either Party subject to 30 (thirty) days prior written notice of termination to another Party.
5.2. InBusiness has a right to suspend the Services or terminate the Agreement with immediate effect, both in respect of any specific Service or generally, if an event arises that, were the Agreement to continue, might unreasonably burden or affect InBusiness, such as by causing reputational damage, not receiving clear and timely instructions from the Client, non-compliance with any Applicable Laws or regulations including, without limitation, Sanctions, Compliance Rules by the Client or its Group Members, unreasonably refusing to settle invoice issued by InBusiness or insolvency or a continued impairment of the moral, legal or financial integrity of the Client or its Group Members, to be determined at the sole discretion of InBusiness.
5.3. The Client can terminate the Agreement with immediate effect in case of InBusiness’s serious misconduct that cannot be remedied unless such remedy is explicitly excluded under the Applicable Law.
5.4. Upon termination of the service by the Client, the Client shall reimburse or pay InBusiness for any fees, charges, and expenses accrued at the date of termination and not previously reimbursed or paid.
5.5. Subject to paragraph 8.2 below and after full settlement of all outstanding invoices, costs, and/or the Service Fees, by the Client or its Group Members, the corporate and administrative documents relating to the Client and its affairs, which are held by InBusiness, shall be returned to the Client or any other person so designated by the Client for this purpose. If the Client or its Group Members fail to settle any outstanding invoices, costs, or fees, InBusiness shall, to the extent permitted by Applicable Law, have the right not to release from its possession or control the corporate and administrative documents relating to the Client, its Group Members and their affairs.
5.6. The termination of the Agreement shall be without prejudice to any of the rights that may have accrued to any party pursuant to these Terms prior to such termination. Paragraphs 1, 5.5, 5.6, 7, 8, 9, 10, 11, 12, 13, 15, and 21 of these Terms shall survive the termination for any reason of any Agreement concluded between InBusiness and the Client.
6. REMUNERATION
6.1. InBusiness shall be entitled to:
a) Service Fees;
b) be reimbursed for all disbursements and expenses incurred by it in providing the Services; and
c) fees which will be calculated on a time-spent basis and by reference to its standard hourly charging rates, which may change from time to time.
6.2. Unless expressly stated otherwise in writing, the Service Fees are exclusive of VAT, which shall be payable by Client in addition where applicable. InBusiness’s invoices in compliance with applicable VAT Laws shall indicate VAT to be charged. Reimbursements may be subject to VAT, which shall be payable by the Client.
6.3. Unless otherwise agreed, InBusiness will invoice the Client before commencing the Services or as per the payment terms stated in the Offer or the Engagement Agreement (whichever is applicable). Any fees or expenses omitted from the period stated on each invoice will be included in the subsequent invoice.
6.4. The Client agrees that all invoices shall be deemed to be accepted unless such is disputed in writing within 5 (five) Business Days from the invoice date. Payment of any invoice shall be due within 10 (ten) Business Days of the date on which the Client has received it.
6.5. If any invoices are not paid in full in accordance with the terms herein, InBusiness reserves the right to:
a) stop providing the Services; and/or
b) charge penalty, calculated at the rate of 0,1% on a daily basis, on the unpaid amount. The penalty shall be payable upon receipt of a written claim and an invoice from InBusiness. Any payment of penalty shall be made not later than 10 (ten) Business Days after the date on which the Client has received the respective invoice.
6.6. In the event of continued default of payment by the Client, all costs of collection, both judicial and other third party costs, shall be for the account of the Client. InBusiness is entitled to outsource the collection of its receivables to a third party or debt collection agency, whether or not located in the jurisdiction of the Applicable Law.
7. ELECTRONIC COMMUNICATION AND SOFTWARE APPLICATIONS
InBusiness may conduct electronic communications and use software applications (including but not limited to electronic/digital signature applications) and the internet to provide the Services. There is no guarantee that electronic communications between InBusiness and the Client will be secure, not-intercepted, virus-free, timely, or successfully delivered. InBusiness shall not incur any liability resulting from or in connection with use of email, software applications, or facsimile communication, and shall not be liable to the Client if, due to circumstances beyond InBusiness’s reasonable control, such electronic communications or software applications are intercepted, delayed, lost, destroyed, corrupted, not received or received by persons other than the intended addressees.
8. FILES AND DOCUMENTS
8.1. The Client agrees that InBusiness may keep the original or copy of any documents, papers, or other materials and, in particular, any documentation required under Compliance Rules (in either physical or electronic form) in relation to any Services for archival purposes under applicable professional standards and in accordance with the Applicable Law.
9. INDEMNITY
The Client shall fully indemnify InBusiness and hold InBusiness harmless, to the fullest extent permitted by the Applicable Law, from and against any threatened, past, pending, or future claims, whether contractual or pursuant to a wrongful act, dispute, or controversy of any nature instigated by any person other than the Client arising, directly or indirectly, in connection with the performance by or on behalf of InBusiness of the rights and obligations under any Agreement or the rendering of any Service, except for any claims resulting from actual fraud, gross negligence or willful misconduct by InBusiness.
10. LIABILITY OF INBUSINESS
10.1. InBusiness shall not be liable for any error of judgment or damage, loss, claims, proceedings, demands, liabilities, costs or expenses whatsoever or howsoever suffered or incurred by the Client or any of its Group Members or any other person at any time as a result of, or directly or indirectly in connection with, the Agreement or the provision of Services by InBusiness under these Terms, unless caused by the actual fraud, gross negligence or willful misconduct by InBusiness as determined by the final judgment of a competent court.
10.2. In any case, the liability of InBusiness to the Client for any actual damages suffered by the Client caused by negligence from InBusiness shall be limited to two (2) months remuneration paid by the Client under the Agreement.
10.3. Neither the Client nor any of its Group Members shall, in any event, be entitled to claim for any punitive, special, indirect, or consequential damages or loss of profit or for any loss of goodwill or possible business, whether actual or prospective, as a result of or in connection with the Agreement or the Services.
11. PROCEDURE FOR RESOLVING CLAIMS
Any claim by either the Client or InBusiness under these Terms or in connection with any Agreement shall be notified in writing. In case of a claim between the Client and InBusiness, the Parties shall first attempt to resolve the claim amicably. If any such claim is not resolved amicably within thirty days from the date on which valid notice of the claim was given (or any longer period as is agreed by the Client and InBusiness in writing), it shall be finally resolved in accordance with paragraph 21 of these Terms.
12. CONFIDENTIALITY
12.1. Each InBusiness and the Client agrees and undertakes that from the date when the Offer is accepted or the Engagement Letter is executed and until 3 (three) years after that date, any technical, commercial or financial information and data of any nature, which may have commercial value, and information and data of a confidential or proprietary nature, disclosed between the Parties, including, without limitation: information on commercial projects or potential opportunities, corporate information, accounts, financial and facilities statements and transactions, ownership structure, details of UBOs or other information of a confidential nature received or obtained by either Party from the other Party in connection with the Agreement (“Confidential Information”) shall be treated as strictly confidential.
12.2. The receiving Party shall not, without the prior written consent of the disclosing Party, disclose the Confidential Information to any person or company except to:
a) those employees of InBusiness that require the information for purposes of providing of the Services;
b) agents, contractors, service providers and professional advisors for purposes of providing the Services, provided that the disclosing Party ensures that each such recipient is made aware of the confidential and proprietary nature of the Confidential Information, and that each such recipient executed a confidentiality agreement and agreed to use the Confidential Information only for the purpose of providing of the services;
c) as required to be disclosed by order or ruling of a court of competent jurisdiction, provided that the disclosing Party promptly notifies the other Party in writing of each such disclosure and provides the other Party with a reasonable opportunity to intervene in the proceeding before the time the disclosing Party is required to comply with; and
d) in the course of fulfilling any of its regulatory responsibilities under Compliance Rules, Sanctions, and Applicable Law.
13. CIRCUMSTANCES BEYOND CONTROL
13.1. A Party shall not be liable for the non-performance or improper performance of its contractual obligations under the Agreement if the performance was impossible or impracticable as a result of the occurrence of extraordinary (force-majeure) circumstances, provided that such Party informs the other Party in writing of such circumstances within 5 (five) Business Days following the date when such circumstances have occurred. If force-majeure circumstances occur, the term for carrying out obligations under the Agreement shall be extended commensurate to the duration of force-majeure circumstances and their consequences. Either Party may send the other Party notification in order to determine a mutually acceptable solution for the performance of the contractual obligations under the Agreement or the termination thereof.
13.2. Force-majeure shall mean extraordinary and unpreventable circumstances such as war, natural disasters, strikes, acts, regulations, or laws of any government, loss or malfunctions of communications or computer (software and hardware) services or any other circumstance beyond the reasonable control of the affected Party which prevents the fulfillment of its obligations under the Agreement provided that the occurrence of such circumstance is not caused by any action or inaction of the affected Party.
14. NOTICES
14.1. Any notice given by either Party to the another under the Agreement shall be in writing and shall be directed to that Party to the address, or email stated in the Offer or the Engagement Agreement or such other address as may be notified by a Party to the other Party in accordance with this paragraph 15.
14.2. Any such notices shall be effective (a) in the case of registered mail or courier at the time of first service (pursuant to the delivery receipt), or (b) in the case of fax or email at the time of transmission or on the consecutive working day if the time of transmission is outside normal business hours at the place of receipt.
15. ENTIRE AGREEMENT
15.1. The Agreement constitutes the entire Agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.
15.2. Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in the Agreement. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement.
16. ASSIGNMENT
None of the rights and obligations of the Agreement shall be assignable by either Party hereto without the prior written consent of the other Party.
17. VARIATION
No variation of the Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).
18. WAIVER
No failure or delay by a Party to exercise any right or remedy provided under the Agreement or by the Applicable Law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. Any waiver of either Party shall be in writing.
19. SEVERANCE
19.1. If any provision or part-provision of the Agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this paragraph 20 shall not affect the validity and enforceability of the rest of the Agreement.
19.2. If any provision or part-provision of the Agreement is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, is legal, valid and enforceable, and, to the maximum extent possible, achieves the intended result of the original provision.
20. LAW AND DISPUTE RESOLUTION
20.1. The Agreement shall be governed by the laws of the United Arab Emirates as applicable in the Emirate of Dubai.
20.2. Any dispute arising out of the formation, performance, interpretation, nullification, termination, or invalidation of the Agreement or arising therefrom or related thereto in any manner whatsoever shall be settled by arbitration in accordance with the provisions set forth under the Rules of Commercial Conciliation and Arbitration (“Rules”) of the Dubai Chamber of Commerce & Industry, by one or more arbitrators appointed in compliance with the Rules.
