KNOW YOUR CUSTOMER (SELF-DECLARATION)

As part of our company policy and for KYC / AML compliance purposes, we require certain due diligence measures to be completed before issuance of our formal engagement terms and/or prior to carrying out any service provisions. This includes us obtaining complete and accurate information for all new and existing clients. Completing this form will also ensure that we hold valid and up-to-date information on all of our clients as well as helping us to ensure best practice throughout our service provisions.

If there are any changes to the information provided to us when you registered as a client and/or if any of the information provided in this form is or becomes inaccurate or incorrect, please let us know by providing updated details as per the information requested herein.

SANCTIONS POLICY DECLARATION

By signing this declaration below, I hereby confirm that neither I nor any related party to me (including any companies or entities owned and/or controlled by me) are listed or may be considered to be listed by the United Arab Emirates, United Nations, United States and/or European Union (including the United Kingdom) as a target of Sanctions; that neither I nor any related party to me (including any companies or entities owned and/or controlled by me) are owned, controlled by or operating as agents of a Sanctions target and/or are owned, controlled by or operating as agents of the Governments of Cuba, Iran, North Korea, Syria, Crimea or Venezuela; that neither I nor any related party to me (including any companies or entities owned by me) are residents and/or are domiciled in Cuba, Iran, North Korea, Syria, Crimea or Venezuela; that neither I nor any related party to me (including any companies or entities owned and/or controlled by me) have any presence in (ie registered address, registered office, branch office, subsidiary or other operations, address or principal place of business and/or business activities (ie sales or purchases, investments, transhipments etc) with or involving (directly or indirectly) any Sanctions targets and/or Embargoed countries (including those countries mentioned above).

I further confirm that all business by me with, through or involving Your POA Services, will not involve a sanctioned country or cause Your POA Services to violate any economic or financial sanctions or other embargoes implemented, administered, or enforced by the United Arab Emirates, United Nations, United States, European Union (including the United Kingdom) and/or any other relevant authorities.

POLITICALLY EXPOSED PERSONS DECLARATION

The Financial Action Task Force (FATF) defines Politically Exposed Persons (PEPs) as individuals who are or have been entrusted with prominent public functions in a foreign or domestic country; as per UAE’s Cabinet Decision No. (10) of 2019, a PEP can be Heads of State or Governments, senior politicians, senior government, judicial or military officials, senior executive managers of state-owned corporations, or important political party officials.

In order to comply with the UAE regulatory requirements and applicable laws in relation to the same, Your POA Services hereby require you to declare and confirm as follows:

FULL DECLARATION / SIGNATURE

I understand that the information supplied by me is governed by the full provisions of the General Terms of Business of Your POA Services and/or any Engagement signed by me with Your POA Services, including the terms and conditions governing how Your POA Services may use and/or share such information supplied by me and those required by or in accordance with any regulatory authorities and/or applicable laws.

I acknowledge that certain information contained in this form may be provided to certain authorities as required according to the provisions of the General Terms of Business of Your POA Services and/or any Engagement signed by me with Your POA Services and those required by or in accordance with any regulatory authorities and/or applicable laws.

I certify that I am the individual to which this form relates. I declare that all statements made in this declaration are, to the best of my knowledge and belief, correct, accurate and complete. I hereby fully indemnify and hold Your POA Services harmless from and against all liabilities (including any legal disputes or cases, costs, expenses, losses, claims or demands) incurred (directly or indirectly) as a consequence of any information or misinformation provided by me herein, as well as any other liabilities relating to any services being provided to me by Your POA Services.

I undertake to advise Your POA Services within 30 days of any change in circumstances which affects such information or causes the information contained herein to become incorrect, inaccurate or incomplete, and to provide Your POA Services with a suitably updated Self-Certification / Declaration within 60 days of such change in circumstances.

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Contents

1. Introduction & Terms

2. Definitions & Interpretations

3. Services

4. Our Relationship

5. Our Responsibilities

6. Your Responsibilities

7. Fees, Disbursements / Costs & Expenses

8. Information, Documentation & Materials

9. Use of Information, Recommendations & Advice

10. Conflicts of Interest

11. Intellectual Property

12. Data Protection

13. Confidentiality

14. Limitations of Liability

15. Indemnity

16. Circumstances Beyond Control & Force Majeure

17. Termination

18. Dispute Resolution

19. Governing Law & Jurisdiction

20. Entire Agreement

21. Assignment, Miscellaneous & Other

22. Feedback & Complaints



1. Introduction & Terms

1.1 These terms (“General Terms of Business”) apply to the provision of any Services by Your POA Services to you / its client(s) and together with a formal engagement letter (“Letter of Engagement”) shall form a binding agreement (“Services Agreement”) between Your POA Services and you / its client(s).

1.2 Acceptance of these General Terms of Business does not in itself constitute any formal engagement with Your POA Services, nor any binding agreement with Your POA Services, unless or until such time as a formal Letter of Engagement is also issued by Your POA Services and executed by you / its client(s).

1.3 Any other proposal(s) or quotation(s) (whether verbal or written) presented to you by Your POA Services (and/or our officers, employees, representatives, servants, agents, consultants, or subcontractors) shall not in any way constitute a binding offer or an agreement to or acceptance of any Services unless formally executed as above.

1.4 If anything in these General Terms of Business is inconsistent with the Letter of Engagement, the General Terms of Business as detailed herein shall take precedence, unless the Letter of Engagement specifically amends any such terms or unless it is otherwise required as per applicable laws.

2. Definitions & Interpretations

General Terms of Business or Terms means these “General Terms of Business”, which are standard terms and conditions required to be accepted by you / all prospective client(s) prior to the issuance of a formal Letter of Engagement and/or the provision of any Services. In those cases, where you / client(s) have not accepted these General Terms of Business, but a Letter of Engagement has been signed and submitted, the Services shall be performed in accordance with these General Terms of Business also (ie, as if the terms have been accepted) and the Services Agreement shall by all means be considered as concluded.

Letter of Engagement, Engagement Letter or Engagement means the “Letter of Engagement” issued by us (and which can be retracted at any time if deemed reasonable by us) and which sets out and defines the specific scope of services to be provided, the fees involved and any other express terms. Upon receiving the signed Letter of Engagement, we also reserve the right (at all times) to refuse to provide the Services if it contravenes with or has the likelihood of contravening with any applicable laws or regulations, rules, professional conducts or policies of Your POA Services, including those relating to any compliance, KYC or anti-money laundering measures.

Services Agreement means the binding agreement between Your POA Services and you / its client(s), as formed by the acceptance of the General Terms of Business and the execution of the Letter of Engagement.

Services means the Services to be provided as specified under the Letter of Engagement, with such Services only being provided upon the acceptance of both the General Terms of Business and the execution of the Letter of Engagement as detailed therein.

Advice means any basic, general (non-legal, non-binding) advice, opinions, expertise and/or recommendations provided by Your POA Services and/or its affiliates, agents, representatives or subcontractors as part of the Services.

We, us or our (or derivatives) means “Your POA Services”, the professional services provider as identified in these General Terms of Business and the Letter of Engagement, and who is responsible for the delivery of the Services.

You or your (or derivatives) means the person(s), partnership, company or other legal entity requesting the Services and/or the person(s), partnership, company or other legal entity receiving the Services, as identified in the Letter of Engagement.

Authorised Signatories or Representatives (with reference to you / client(s)) means any person(s), partnership, company or other legal entity representing you / client(s), or authorised to represent you / client(s), as well as those who are directly or indirectly assigned as a point of contact with Your POA Services, and (in certain cases) having the legal power, authority and capacity to make decisions or execute agreements or other documents on behalf of you / client(s) (and/or any associates or other beneficiaries).

Associates or Other Beneficiaries (with reference to you / client(s)) means any person(s), partnership, company or other legal entity associated with you / client(s) and/or who may be identified in and (in certain cases) for whom the Letter of Engagement is signed (alongside or other than you / client(s)) as a beneficiary of the Services.

Agents or Representatives (with reference to Your POA Services) means any person(s) whom we appoint, nominate, assign or authorise to act on our behalf for the provision of all or certain aspects of the Services.

Subcontractors (externally) means any other person(s), partnership, company or other legal entity whom we appoint, nominate, assign or subcontract to act on our behalf to provide all or certain aspects of the Services, being separate and independent to us legally and whom would not be considered as our employees, agents, representatives, partners or otherwise. We retain the right to subcontract to our affiliates and/or any third parties for the provision of any Services unless the Letter of Engagement specifies otherwise.

3. Services

3.1 Your POA Services offer a variety of professional service provisions withing the United Arab Emirates; including but not limited to Power of Attorney representation services (and other bespoke client representation services), property & tenancy support services, corporate services provisions (including company formations, visa processing, corporate secretarial services), document drafting / preparations, document notarisations / attestations / legalisations, PRO services, typing & photocopying services, document verification follow-up services, translation, editing & proof-reading services, maps & drawings copying services, document copying services, document clearing services, and representation in governmental, municipal or other institutions.

3.2 The Letter of Engagement shall set out the specific Services to be delivered by us and which, from time-to-time, may vary from these General Terms of Business.

3.3 All Services provided by Your POA Services are in a supportive, representative and/or administrative capacity only and they do not include any real estate brokering, investment, tax and/or legal advice whatsoever; nor any advice relating to the implications of any real estate, investment, tax, or legal transactions.

3.4 It is recommended that you seek separate, independent investment, tax or legal advice with regards to any activities being conducted or services being requested or provided; including but not limited to those relating to the establishment, management, operation and/or liquidation of any corporate entities, and/or the sale, purchase, acquisition, transfer or assignment of any corporate shares, properties or other assets in either the United Arab Emirates or overseas.

3.5 All Services provided by Your POA Services are solely for facilitation / convenience purposes (ie, in order to facilitate the Services being provided) and as such, we assume no responsibility or liability whatsoever for any amounts or fees due to or from any parties; including but not limited to amounts due to or from any property sellers, buyers, real estate or other agents, brokers, developers, mortgage providers, banks, notaries, land departments, immigration authorities, freezone authorities, government bodies and/or any other parties whatsoever.

4. Our Relationship

4.1 All Services performed by Your POA Services (and/or our officers, employees, representatives, servants, agents, consultants or subcontractors) shall be as an independent service provider and nothing shall constitute a partnership, joint venture, subsidiary, employer/employee relationship or otherwise.

4.2 As an independent service provider, we remain free to provide our Services to others, so long as there is no interference with our obligations to you as under the Letter of Engagement, and/or if / where otherwise permitted in accordance with the Services Agreement.

4.3 Under no circumstances or conditions are Your POA Services (and/or our officers, employees, representatives, servants, agents, consultants or subcontractors) to be considered as real estate brokers, investment, tax and/or legal advisors, and any advice or guidance provided shall be considered only as opinion, including by those respective officers, employees, representatives, servants, agents, consultants or subcontractors.

4.4 We may at any time assign, transfer, delegate or subcontract any of the Services to our affiliates and/or any third-party agent(s), service provider(s) or contractor(s) if deemed appropriate, reasonable or necessary to carry out some or all of the Services. We also maintain the right to charge at the same rate (provided it is reasonably justified) to which we would have applied in the performance of such Services.

5. Our Responsibilities

5.1 The Services will be provided and/or performed with reasonable skill and care and to a professional standard; we will always use best efforts to act at all times in accordance with sound business practices and good faith.

5.2 As part of the Services, we shall assign a dedicated, qualified and experienced officer, employee, representative, servant, agent or consultant (or in some cases, sub-contractor) to oversee the provision of Services; we will ensure that any such person shall have sufficient training / experience to accomplish the Services.

5.3 Unless otherwise provided in the Services Agreement, we shall only use any information received from you by us for the purposes as intended in accordance with the provision of the Services.

6. Your Responsibilities

6.1 You shall not, directly or indirectly, solicit or attempt to solicit the employment of any of our officers, employees, representatives, servants, agents or consultants (or subcontractors) involved in performing the Services, either before, during or after the Services, without our prior consent.

6.2 Notwithstanding our responsibilities in relation to the Services being provided, you shall retain full responsibility and accountability for management of your affairs as well as all decisions-making functions relating to the Services, including confirmation that the scope is sufficient and/or appropriate for your purpose / requirements.

6.3 All decisions made by you are not the responsibility of Your POA Services and shall not fall under our duty of care. As such, and unless otherwise specified in the Letter of Engagement, we accept no responsibility or liability whatsoever for the use or implementation of the output of the Services or any decisions made, either before, during or after the provision of the Services.

6.4 As part of our registration / onboarding formalities (and for the provision of Services), you are required to provide information and documentation to us to allow us to carry out and maintain certain ongoing compliance and other KYC formalities as required by the UAE authorities; this includes but is not limited to identification documents, proof of residential address (eg utility bill within last 3 months), supporting documents relating to the source of wealth / funds (eg bank statements or payslips within last 3 months) etc.

6.5 You shall also supply information to us (if requested) to enable us to comply fully with our responsibilities to relevant authorities in respect of ongoing anti-money laundering disclosures and other associated measures.

6.6 It also remains your responsibility to ensure that both you (including any representatives, associates or other beneficiaries), and also the Services requested, comply with the applicable laws of the UAE and that no unethical or illegal activities are being conducted at any time whatsoever; you are required to inform us immediately if any activity arises (including suspicion of the same), if any legal proceedings, claims or otherwise are made against you (and/or any representatives, associates or other beneficiaries) or any relevant corporate structures or entities related to you (and/or any representatives, associates or other beneficiaries) and/or if something that might reasonably be deemed to affect our willingness to provide or continue to provide the Services to you.

6.7 All Services being provided shall also be subject to requisite due diligence checks, screening, AML and/or additional KYC / compliance measures being carried out by us (on an ongoing basis); you shall also be responsible for your own compliance with regards to your responsibilities under the Services Agreement, including the provision of sufficient documentation such as those mentioned above.

6.8 Further to the above, Your POA reserves the absolute right to request (at any time, on an ongoing basis) any information or documentation as it deems necessary in order to continue with the provision of the Services.

7. Fees, Disbursements / Costs & Expenses (General)

7.1 You agree to pay us for our Services, including (but not limited to) our professional fees in connection with the Services; details of our professional fees and the applicable payments terms shall be set out in the Engagement (and/or any addendums or appendices thereto).

7.2 Our professional fees reflect not only the time required or spent, but also such other factors as case complexity, research, use of techniques, specific expertise or know-how, skill levels of those performing the work, our network, travel-time, urgency and/or inherent risk or liability associated with the provision of the Services.

7.3 We may also charge additional professional fees if circumstances beyond our control (including your acts or omissions) require this or affect our ability to perform the Services as originally anticipated; you also agree to pay us for any additional work or other ad hoc tasks carried out that falls outside the scope of the Services (if / where applicable) and/or if you request for us to perform any additional tasks beyond the scope of the Engagement.

7.4 Our fees are exclusive of VAT (or any other applicable customs, duties or taxes); you will pay all taxes, including VAT, that are due in relation to the Services.

7.5 Further to the above, you shall pay for any disbursements / costs associated with the Services and (if / where applicable) separate invoices or bills may be provided, including amounts payable to any relevant authorities or service providers; you also agree to reimburse us for any amounts we incur on your behalf in connection with the Services and/or any other reasonable expenses incurred in performing the Services.

7.6 Should we make any advance payments on your behalf, you hereby acknowledge and accept that we may deduct (at given any time) any amounts due to us from any monies held by us (if / where applicable, we may also claim any due professional fees from any monies held by us); copies of invoices, bills, receipts and/or a statement of account may be provided (if requested).

7.7 Any disbursements / costs not paid out shall be held on a running statement for use during the term of the Services, or otherwise may be offset against any amounts due to us (as above), after-which any balance remaining shall be returned to you. If any additional amounts are required, further invoices will be sent to you for payment.

7.8 We retain the right to claim appropriate advances on any due payments (including advancement or reimbursement of any disbursements / costs or expenses) and the delivery of the Services may depend on the settlement of the same.

7.9 Unless otherwise provided in the Engagement, we will invoice you directly for the provision of Services, including our professional fees (and/or any associated disbursements / costs or expenses - if / where applicable); payment is due immediately upon receipt of the respective invoice(s) and/or in accordance with the terms presented in the Engagement. Any quotations or estimates provided are not binding.

8. Information, Documentation & Materials

8.1 To enable us to carry out and perform the Services effectively and efficiently, you shall provide to us all information, documentation, and other materials that we request and/or may reasonably require in the performance of our Services.

8.2 We will rely on any information, documentation and other materials as provided or made available to us and we have no responsibility to evaluate or verify it; you hereby further warrant that all information, documentation, and materials shall a) be provided promptly and b) be accurate, valid, and complete.

8.3 You shall also be required to inform us immediately if there are any changes in circumstances which affects the information, documentation or materials provided to us and/or if there are any changes, proposed changes, amendments, or updates relating to the Services being provided or any information, documentation or materials provided to us (including providing copies of any updated identification, KYC documents etc).

8.4 Unless otherwise specified in the Letter of Engagement, we may rely on any instructions, requests or information supplied to us, verbally or in writing, by any person who has been authorised, or whom we reasonably believe to be authorised by you, to communicate or act as your representative or point of contact with us for such purposes.

8.5 Our performance depends on you performing your responsibilities in line with the above provisions; failure to provide sufficient information, documentation or other materials may lead to delays and/or non-completion of Services and we shall not be held liable for any loss whatsoever arising from the same.

8.6 Upon completion (and/or termination) of the Services, we will return all original documentation or other materials to you (at a cost borne by you).

9. Use of Information, Recommendations & Advice

9.1 Any information, recommendations, opinions, or advice provided by us, either before, during or after the provision of the Services, is / are intended for your (including any representatives, associates or other beneficiaries) use, reference or benefit only and is / are only provided in line with the purpose of the specific Services to be / being provided.

9.2 You may not disclose or share any information, recommendations, opinions, or advice provided, or otherwise disclose or make available to anyone else (including your affiliates), except or unless i) it is to your lawyers / legal advisors (who may review it only in connection with the specific Services to be / being provided), ii) you obtain prior written consent from us to do so, iii) it is expressly authorised as per the specific terms of the signed Engagement, or iv) it is required by any applicable UAE law or regulatory authority.

9.3 You may only rely on final, written information, recommendations, opinions, or advice provided and not on any verbal, interim or draft deliverables.

9.4 Any information, recommendations, opinions, or advice provided by our officers, employees, representatives, servants, agents or consultants (or subcontractors) involved in performing the Services, may not necessarily constitute or imply any formal or official advice, endorsement, or recommendation from Your POA Services.

9.5 Further to the above, any information, recommendations, opinions, or advice provided shall not amount to any guarantee of any acceptance, approvals, decisions, or timelines, nor any guarantee of any future events, circumstances or changes in laws, regulations or procedures – such matters always remain subject to the respective UAE regulatory authorities or applicable laws, and are subject to change at any given time.

10. Conflicts of Interest

10.1 Your POA Services may be providing Services, or requested to provide Services, to another party who has or may have conflicting interests with you; we remain free to provide our Services to such a party, except where the interests conflict specifically or directly with the subject matter of the Services being provided to you under your Engagement.

10.2 The above exception shall not apply, and we shall remain free to provide our Services to such a party, in instances where we alert you to the conflict of interest, or potential conflict of interest, and you acknowledge and accept that you have no objection to us providing our Services to the other party.

11. Intellectual Property

11.1 Your POA Services shall retain the ownership of the copyright and all other intellectual property rights in the deliverables of any Services provided to you or other materials, documents or reports created in connection with or whilst performing the Services.

11.2 In line with the other express terms herein, you will have a non-exclusive, non-transferable authority to utilise any such deliverables for your own internal use only and only in accordance with the purpose of the specific Services to be / being provided.

12. Data Protection

12.1 You hereby agree that we may process your personal data (and/or that of any representatives, associates, or other beneficiaries) for the following purposes: i) provision of the Services, ii) providing information about us and our services, iii) administrative purposes, iv) conflict-checks, v) maintenance or upkeep of our internal CRM (or other operating systems), vi) quality control / maintenance of our work standards, vii) compliance, due diligence, KYC & screening checks and viii) complying with any applicable regulatory authorities or laws.

12.2 We shall at all times comply and process such personal data in accordance with the relevant data protection requirements under the applicable laws.

13. Confidentiality

13.1 We may acquire sensitive or confidential information concerning you, your business or other affairs (and/or that of any representatives, associates, or other beneficiaries) during the provision of the Services. We shall take all reasonable measures to preserve the confidentiality of such information which comes into our possession under or in relation to our Services.

13.2 For the purposes of marketing or selling our Services to others, we may wish to disclose that we have performed work (including the Services) for you; in such circumstances we shall only identify you by name and/or the general nature of such work (or the Services), none of which shall not constitute any breach of confidentiality as set out herein.

13.3 Notwithstanding the above, we will not disclose any information which is of a confidential nature without prior written consent, except i) where it specifically relates to or is necessary for the performance of the Services being provided, ii) where necessary to disclose to our professional indemnity insurers or legal advisors, or iii) where required to do so by law or any other local requirements or regulations.

13.4 Further to this, you acknowledge and accept that there may be instances where we are required to divulge certain information to third parties, such as land departments, government authorities, governing bodies or organisations, corporate service providers, freezone authorities, developers, real estate agents or brokers, notaries, courts, banks or mortgage providers, forex providers etc. We remain free to do so in so long as it specifically relates to or is necessary for the performance of the Services being provided (or is necessary or required based on any of the other exceptions mentioned above) and does not otherwise breach any other confidentiality duties as detailed herein.

13.5 We may also provide confidential information relating to you, our relationship with you and the Services, to our affiliated or subsidiary firms as well as to those officers, employees, representatives, servants, agents or consultants (or subcontractors) involved in performing the Services and/or to other parties who may facilitate the administration or operational elements of our business; we shall remain responsible for maintaining and preserving any confidential information that is shared with or accessed by any such other persons or parties.

13.6 We may use email or other forms of electronic media (eg Whatsapp) to correspond or transmit information and (subject to the other provisions herein) this shall not in itself constitute any breach of confidentiality.

13.7 None of the above shall prohibit us where the confidential information i) properly enters the public domain, ii) is or becomes publicly available, iii) was received from a third party who owes no obligation of confidentiality with respect to such information, iv) was already known by or reasonably expected to be known by the receiving party at the time of disclosure, v) must be disclosed under applicable laws.

14. Limitations of Liability

14.1 Our liability in relation to the Services Agreement and/or any Services being provided shall be limited in accordance with this clause.

14.2 You agree that we will be liable only when we are at fault for our actions or omissions based upon fraud or fraudulent misrepresentation, willful default, gross misconduct, or gross negligence; we will not be liable for any loss of data or documentation, loss of profit, benefits or opportunity, indirect or consequential loss.

14.3 Neither Your POA Services nor any of our officers, employees, representatives, servants, agents, or consultants (or subcontractors) involved in performing the Services shall be held responsible for any delays, non-approvals, rejections, cancellations, or non-completion of the Services due to any changes in procedures, practices, documentation requirements, timelines, regulations or applicable laws.

14.4 We shall also not be held liable or responsible due to any action, inaction, rejections, non-responses, delays or defaults by you (and/or any authorised signatories, representatives, associates, or other beneficiaries) and/or any other third parties (including but not limited to any property sellers, buyers, representatives, agents, brokers, developers, notaries, banks, land departments, corporate service providers, freezone authorities, immigration authorities, government bodies, any other related or applicable parties).

14.5 Further to the above, we shall also not be held liable or responsible due to or in the case of any force majeure events, to include but not be limited to any national or global health pandemics, such as COVID-19, and/or any subsequent travel restrictions, flight bans, visa restrictions, closure of any notaries, ministries, embassies, consulates globally and/or UAE government authorities; nor for any delays, non-approvals, rejections, cancellations or non-completion in the processing of any paperwork or completion of the Services due to or as a result of the above.

14.6 You (and/or any representatives, associates, or other beneficiaries) may not make any claims or bring any proceedings in relation to the Services Agreement and/or Services against any individual(s), however defined (unless otherwise permitted by law); nor against any of our officers, employees, representatives, servants, agents, consultants or subcontractors, or any of our affiliated or subsidiary firms (or its shareholders, partners, directors, officers, employees, representatives, servants, agents, consultants or subcontractors).

14.7 You agree that our total liability for all claims or damages connected with Services Agreement and/or any Services provisions, regardless of the form or action, shall not exceed the total amount paid as professional fees at that time and only for that specific Engagement; when there is more than one beneficiary of the Services, the limitation on our liability as detailed herein shall be apportioned by them and amongst them.

14.8 Unless otherwise required as per applicable laws, any claim(s) (or rights to bring any claim(s)), in connection with the Services Agreement and/or any Services being provided, shall expire if not filed within twelve months of the alleged act or omission giving rise to such claim(s).

14.9 Any part of the Services Agreement which does or may limit our liability shall only apply to the extent permitted according to applicable laws.

15. Indemnity

15.1 You agree to indemnify and hold us, our officers, employees, representatives, servants, agents, consultants or subcontractors, and our affiliated or subsidiary firms (or its shareholders, partners, directors, officers, employees, representatives, servants, agents, consultants or subcontractors), harmless from and against all claims, liabilities, losses, damages, costs and/or expenses incurred (directly or indirectly) as a consequence or arising out of the Services Agreement and/or any Services being provided; as well as for any failure or breach by you (and/or any authorised signatories, co-signatories, representatives, associates or other beneficiaries) and/or any other third parties; unless such suit, claim, demand or cause of action may arise or is based upon any fraud or fraudulent misrepresentation, willful default, gross misconduct or gross negligence on our part.

15.2 The above includes but is not limited to any legal disputes, issues or costs, and/or for any lost profits, or for any claims or demands, from or against you (and/or any authorised signatories, co-signatories, representatives, associates or other beneficiaries) and and/or any other third parties (including your affiliates and lawyers). Under no circumstances whatsoever shall Your POA Services be liable for any loss of profit, or any indirect or consequential loss, arising under or in connection with the Services Agreement and/or any Services being provided.

16. Circumstances Beyond Control / Force Majeure

16.1 Neither we nor you shall be in breach of our obligations under the Services Agreement or incur any liability to the other as result of any circumstances which fall beyond our or your reasonable control; nor shall we or you be liable for any failure to perform, or delay in performing our or your specific obligations under the Services Agreement where the failure or delay arises from any cause or causes beyond reasonable control, including (without limitation) any event(s) such as fire, flood, earthquake, elements of nature, acts of God, acts of war, terrorism, riots, civil disorders, rebellions, global pandemics or other force majeure event(s).

16.2 In the event of a force majeure event, both we and you shall be obliged to inform the other as soon as reasonably possible and shall agree to meet and/or discuss how to resolve the issue, including taking all reasonable measures to try to rectify the same under principles of good faith and best intention. Should this not be possible, either we or you shall have the option to suspend or terminate the Services by giving the other written notice if / where it is not possible to perform the obligations for three (3) continuous months due to such a force majeure event.

16.3 For the avoidance of any doubt, none of the above shall apply to (or shall remove) any obligation with regards to any payments that are due, or any other obligation that is unaffected by the force majeure event.

17. Termination

17.1 Either we or you can terminate the Services Agreement (and/or any Services therein) or suspend its operations by providing 30 calendar days’ notice to the other in writing (as well as providing reasonable grounds for such termination or suspension).

17.2 In addition, we may terminate the Services Agreement (or any Services or obligations, in whole or in part) immediately and at any time at our sole discretion if you (and/or any authorised signatories, co-signatories, representatives, or other beneficiaries), i) commit(s) any material breach of the terms of the Services Agreement, Engagement or any other agreement between us or you, ii) provide(s) false or misleading information at any time whatsoever, iii) fail(s) to pay any due fees or other amounts, or appears likely to be unable or unwilling to pay, iv) become(s) insolvent, is declared bankrupt or has sanctions imposed, v) fail(s) to satisfy any (ongoing) due diligence, AML or screening checks, and/or fail(s) to provide sufficient, KYC or other documentation as required or requested at any time whatsoever, vi) face(s) legal proceedings of any nature whatsoever, vii) breach(es) (or may breach) any regulatory requirements or applicable laws, or viii) if the continued performance puts us (or may put us) at risk in any way whatsoever.

17.3 Such notice of termination shall take place with immediate effect once provided in writing and we may (without prejudice) terminate the Services Agreement and/or provision of any Services; upon such termination, and if required or deemed appropriate, we retain the right (if we choose to do so) to transfer, assign or delegate any such duties or obligations to a new service provider at our own absolute discretion.

17.4 Termination or suspension under this clause shall not affect any rights that may have accrued before such termination or suspension; you agree to pay us for all work-in-progress, for all Services already performed and for all disbursements / costs or expenses advanced or incurred by us up to and including the date of such termination or suspension, as well as for any or all other payments required in accordance with the Services Agreement.

17.5 None of the above shall remove any obligation from you to pay / settle any other amounts that are due to us or remain payable in accordance with the terms of any specific Engagement(s); including but not limited to professional fees and/or disbursements / costs which remain due to us or payable in full and which shall become payable in full immediately upon the date of such termination or suspension.

17.6 Any part of these General Terms of Business which by its nature, or either expressly or implicitly, is intended to continue after termination (or expiry) of the Services Agreement (and/or any Services), eg due payments, confidentiality or limitations of liability, shall survive and continue following such termination or suspension.

18. Dispute Resolution

18.1 If any dispute arises on any basis relating to the Services Agreement (and/or any Services therein), we and you shall attempt to resolve it amicably by discussion, negotiation and/or mutual agreement prior to the commencement of any legal proceedings.

18.2 Should it not be possible to resolve the dispute amicably by discussion, negotiation and/or mutual agreement, and/or if all possible means of reaching any sort of mutual or amicable agreement have been exhausted, the dispute shall be passed to the exclusive jurisdiction of the Dubai Courts.

19. Governing Law & Jurisdiction

19.1 The Services Agreement shall in all respects be to subject to and governed in accordance with the laws, rules and regulations of the Emirate of Dubai and applicable Federal Laws of the United Arab Emirates.

20. Entire Agreement

20.1 The Services Agreement constitutes the entire agreement and understanding between you and us in connection with the Services and any other matters it covers, and (unless otherwise stated therein) supersedes any and all prior discussions, proposals, commitments, negotiations, agreements, understandings, arrangements, statements or representations, express or implied, written or oral, with respect thereto.

20.2 The General Terms of Business are valid as of 1st May 2023; Your POA Services may at any time choose to make changes or to modify these Terms, however any modifications or variations to the same must be provided to you in writing before they take effect; any modified Terms shall apply across all Engagements and any new Engagements executed following the implementation of any updated Terms shall be considered as confirmation of your full consent to such changes.

21. Assignment / Miscellaneous / Other

21.1 Unless otherwise authorised in the Services Agreement, neither we nor you may assign any rights, obligations or benefits under the Services Agreement without the prior consent of the other party; this is notwithstanding any rights we retain with regards to appointing sub-contractors or other service providers to assist us in the delivery of the Services in accordance with the Services Agreement.

21.2 If any provision of the Services Agreement (in whole or part) is declared to be illegal, invalid, or unenforceable, that provision will become void, leaving all other provisions in full force and effect.

21.3 In certain cases or instances, the person(s) requesting the Services and/or executing all or certain aspects of the Services Agreement (eg an agent or representative), may be different from the person(s) receiving the Services, or to whom the Services are provided (eg, their principal or client(s)); in such cases or instances, and if / where applicable, the rights and obligations under the Services Agreement shall be binding upon each of them.

21.4 Further to the above, you represent that any person(s) (including you) requesting the Services and/or executing any part of the Services Agreement is / are fully authorised to do so and that such person(s) (including you) agree(s) to and accept(s) the full provisions of the Services Agreement on your or their own behalf and/or on behalf of any client(s), associates or other beneficiaries.

21.5 You further warrant that you, any client(s), associates or any other beneficiaries for whom the Services are performed shall be bound by the full terms of the Services Agreement; you also shall procure that any such person / person(s) or other beneficiaries (if any) shall acquires rights (as well as obligations and/or liabilities) under the Services Agreement through execution on their behalf; they shall act as if they had each accepted these General Terms of Business, signed the Engagement and agreed to be bound by the Services Agreement, however (in certain cases or instances) you alone may be responsible for payment of any associated fees and/or disbursement / costs, or expenses.

22. Feedback / Complaints

22.1 We endeavor to provide the best levels of service to you at all times. We invite you to give feedback on our performance so that we can measure both the levels of client satisfaction as well determining to what extent we meet our objectives. If you wish to discuss any elements of our Services Agreement (or any Services therein), and/or if you wish to provide any feedback or complaints, we invite you to do so. You are welcome to contact us at info@yourpoadubai.com.