1. Definitions

1.1. “Europe Emirates Group DMCC” means the multi-jurisdictional marketing insignia of an international group of companies offering company and trust formation and related services. Member companies are independent of one another and have no authority, with regard to any other group member, to represent, bind or act directly or indirectly as a statutory, managing or general agent, representative or attorney for any purpose whatsoever, nor to be based in any jurisdiction outside that in which they are incorporated.

1.2. “Europe Emirates Group Officers” means any person, firm or company nominated by Europe Emirates Group DMCC who may from time to time be appointed as director, alternate director, secretary, assistant secretary, manager, partner, accountant, VAT or tax agent, trustee, protector, bank account signatory, other officer, administrator, registered agent, provider of a registered office or address for legal service or registered shareholder of the Entity (as hereinafter defined) and the employees thereof and any company under their direct or indirect control or any director or employee thereof (which expression shall include any of them).

1.3. “Entity” means a company, trust, partnership or other legal entity or structure established and / or administered by Europe Emirates Group DMCC at the request of the Clients (as hereinafter defined).

1.4. “Services” means the provision by Europe Emirates Group DMCC of management, administration and / or other services requested by the Clients or the Clients’
Appointees (as hereinafter defined) or such other services provided by Europe Emirates Group DMCC to maintain the Entity in good standing in its country of
establishment or incorporation.

1.5. “Clients” means in the case of a trust or a foundation the Settlor of the trust or foundation and in the case of a company or other legal entity the beneficial owner or owners of the Entity which expression shall in the case of individuals include their heirs, personal representatives and assigns and shall in the case of more than one person mean such persons jointly and severally and shall include the survivor or survivors of them and their respective heirs, personal representatives and assigns.

1.6. “Clients’ Appointees” means any person who is not an Europe Emirates Group DMCC Officer and who may from time to time be nominated or appointed to act as Managing Agent (as hereinafter defined), director, alternate director, secretary, assistant secretary, manager, partner, trustee, protector, beneficiary, bank account signatory, other officer, grantee of a power of attorney, administrator, registered agent, provider of a registered office or address for legal service or registered shareholder of the Entity (which expression shall include any of them).

1.7. “Managing Agent” means a person who may in writing be authorised by the Clients to issue requests or instructions to Europe Emirates Group DMCC or to accept service of any notice from time to time issued by Europe Emirates Group DMCC relating to the Entity.

1.8. “Terms of Business” means these Terms of Business or such other new Terms of Business as may from time to time be published on Europe Emirates Group DMCC’s website (www.uae-eu.com) and shall be deemed to include such other conditions which Europe Emirates Group DMCC may from time to time advise to the Clients or the Clients’ Appointees or publish on its website. These Terms of Business apply to all of Europe Emirates Group DMCC’s Clients and Clients’ Appointees.

2. Unacceptable Business and Activities Requiring Pre-approval

2.1. “Illegal Activities” means any activity designated anywhere in the world as illegal or criminal which, without prejudice to the generality of the foregoing, shall be deemed to include activities relating to terrorism, drug trafficking, money laundering, receiving the proceeds of criminal activities or trading with countries which may from time to time be subject to any embargo imposed by the Security Council of the United Nations, the European Union, the United Kingdom or any successor or similar international organisation.

2.2. “Prohibited Persons” means persons:

2.2.1. prohibited under the laws of any country for whatsoever reason or who may otherwise be legally incapable or disqualified from being party to a contract.

2.2.2. who are undischarged bankrupts or are otherwise disqualified from acting as a director or company officer or who have been imprisoned or found guilty of any criminal offence (other than a motoring offence carrying a non-custodial sentence).

2.2.3. who have been proven to act in a fraudulent or dishonest manner in any civil proceedings.

2.2.4. who are resident in a country which is subject to any international restriction or embargo including, but without prejudice to the generality of the foregoing, those imposed by the Security Council of the United Nations, the European Union, the United Kingdom or any successor or similar organisation.

2.2.5. who are government officials or politicians.

2.3. “Prohibited Activities” means activities not approved or accepted by Europe Emirates Group DMCC and which, without prejudice to the generality of the foregoing,
include activities relating to:

2.3.1. arms, weapons or munitions;

2.3.2. mercenary or contract soldiering;

2.3.3. security and riot control equipment such as stun guns, electronic restraining devices, CS gas or other similar materials, pepper sprays or any other device that could lead to the abuse of human rights or be utilised for torture or which may otherwise be used in an offensive manner;

2.3.4. technical surveillance or bugging equipment and industrial espionage;

2.3.5. dangerous or hazardous biological, chemical or nuclear materials including equipment or machinery to manufacture or handle such materials and the transportation, handling, disposal or dumping of such materials;

2.3.6. human or animal organs, including blood and plasma;

2.3.7. the abuse of animals, vivisection or the use for any scientific or product testing purpose of animals;

2.3.8. genetic material;

2.3.9. adoption agencies, including surrogate motherhood;

2.3.10. the abuse of refugees or human rights;

2.3.11. pornography;

2.3.12. drug paraphernalia; 2.3.13. the provision of degrees or qualifications;

2.3.14. the provision of credit cards;

2.3.15. pyramid sales;

2.3.16. religions, religious cults and charities;

2.3.17. the offer or provision of legal or tax advice otherwise than by persons who are professionally qualified and, where appropriate, licensed so to do;

2.3.18. the provision of trustees or services relating to the administration or management of trusts, companies or the undertaking of any service or business that might compete with Europe Emirates Group DMCC;

2.3.19. trading or other activities relating to futures or other derivatives or financial instruments that create an open or unlimited exposure;

2.3.20. any activity which may damage the reputation of Europe Emirates Group DMCC or the country of establishment or incorporation of the Entity.

2.4. Pre- Approval Required Activities” means:

2.4.1. Financial business involving: soliciting funds from the public, offering investment advice to the public, insurance business, the operation and administration of collective investment schemes or the management of investments other than where the assets so managed comprise the property of the Entity.

2.4.2. Any activity relating to the provision of financial services or any other business activity which requires a licence in any jurisdiction.

2.4.3. Time share and holiday clubs.

2.4.4. Advertising an Entity or any address belonging to Europe Emirates Group DMCC by any means (including the Internet).

2.4.5. Accepting payment over the Internet for products or services.

2.4.6. Trading in high-risk products or services, or products or services which may be associated with fraud such as alcohol, cigarettes, tobacco, fine art, the provision of telephone and mobile telephony services (including call back numbers and trading in mobile telephones or SIM cards) and computer chips.

2.4.7. Utilising merchant numbers for processing credit card orders.

2.4.8. Gambling or lotteries.

2.4.9. Mail or telephone order schemes.

2.5. If any Clients or the Clients’ Appointees are or become Prohibited Persons, or engage in any Illegal Activities or the Entity engages in any Illegal Activities or Prohibited Activities or undertake any Pre-Approval Required Activities without first obtaining Europe Emirates Group DMCC’s prior written consent, Europe Emirates Group DMCC may at its discretion immediately terminate the Services or take any of the actions referred to in Paragraph 8.4 hereof.

3. Warranties 

3.1. The Clients undertake, warrant and covenant with Europe Emirates Group DMCC that:

3.1.1. they have full legal capacity to enter into an agreement with Europe Emirates Group DMCC in accordance with these Terms of Business and to acquire the Entity and to receive the Services.

3.1.2. when the Entity is not a trust or a foundation, they are the ultimate beneficial owners of the Entity.

3.1.3. they are not and will not act in a fiduciary capacity for any other person, firm or company in relation to the Entity.

3.2. The Clients undertake and warrant with Europe Emirates Group DMCC that they:

3.2.1. will comply with Europe Emirates Group DMCC’s Terms of Business.

3.2.2. procure that those appointed as Clients’ Appointees understand the legal duties and obligations created by these Terms of Business and shall, if so required by Europe Emirates Group DMCC, procure that such persons enter into direct written agreements with Europe Emirates Group DMCC agreeing to comply with these Terms of Business.

3.2.3. have taken appropriate tax and legal advice with regard to the establishment, acquisition and operation of the Entity.

3.2.4. agree that Europe Emirates Group DMCC may (but shall not in any event be obliged to) rely on communications received from the Clients or the Clients’ Appointees in determining what steps Europe Emirates Group DMCC is required to take in administering the Entity and providing the Services.

3.2.5. will pay, in full, any personal or corporate taxes that may become due as a result of the establishment and operations of the Entity.

4. Indemnity

The Clients jointly and severally (for themselves and on behalf of the Clients’ Appointees) covenant with Europe Emirates Group DMCC and with the Entity and, where appropriate, shall procure that the Entity covenants with Europe Emirates Group DMCC that they will at all times indemnify and keep Europe Emirates Group DMCC indemnified:

4.1. against all actions, suits, proceedings, claims, demands, costs, expenses and liabilities (including legal fees), which may arise or be incurred, commenced or threatenedagainst Europe Emirates Group DMCC in connection with or arising from the acquisition or business activity of the Entity or the provision of the Services;

4.2. in respect of anything done or omitted to be done by Europe Emirates Group DMCC, provided that this provision shall have no application to any liability for death or personal injury arising from the negligence of Europe Emirates Group DMCC or to any liability arising as a result of fraud on the part of Europe Emirates Group DMCC;

4.3. in respect of any failure by Europe Emirates Group DMCC to comply, wholly or partially, with any instruction or request made by the Clients or the Clients’ Appointees or any errors or incomplete instructions or requests received by Europe Emirates Group DMCC;

4.4. in respect of any loss or damage arising from the use of facsimile or email, including the use of unencrypted email, failed or incomplete transmission, distortion and loss of privacy arising from viruses or otherwise;

4.5. in respect of any penalties, fines, fees or other liabilities incurred by the Clients and / or the Clients’ Appointees and / or the Entity in relation to the Entity and / or the Services.

5. Exclusion of Liability

5.1. Europe Emirates Group DMCC expressly disclaims any liability to the Clients, the Clients’ Appointees, the Entity and any third parties associated with them for any damage or loss to any of them arising from the establishment, acquisition or operation of the Entity and / or the provision of the Services by or to the Clients, the Clients’ Appointees, the Entity or any other person.

5.2. Europe Emirates Group DMCC does not provide taxation advice in any jurisdiction in relation to the delivery of Services nor in any other circumstances. Accordingly, Clients must, at all times, seek tax advice only from independent and appropriately qualified professional advisers. Europe Emirates Group DMCC accepts no liability for loss (including statutory interest or penalties, legal and other professional fees) which, in relation to taxation, Clients may suffer consequent on the delivery by Europe Emirates Group DMCC of the Services.

6. Client’s Obligations

6.1. The Clients must give Europe Emirates Group DMCC at least 90 days’ advance written notice of their intention to discontinue the Services.

6.2. The Clients must obtain Europe Emirates Group DMCC’s written consent before seeking to change the beneficial ownership of the Entity or seeking to appoint new Clients’ Appointees. Any such applications must be accompanied by written details of such proposed changes or appointments as Europe Emirates Group DMCC may require which shall, without prejudice to the generality of the foregoing, include an appropriately certified copy of the passport, proof of residential address and a detailed personal history of such persons and Europe Emirates Group DMCC reserves the right to request further information and documentation concerning such proposed changes and to decline to accept such applications.

6.3. Regarding Europe Emirates Group DMCC’s provision of banking introduction and assistance, the Clients understand that the involvement of Europe Emirates Group DMCC is considered complete with the introduction and initial bank meeting and therefore, Europe Emirates group DMCC shall be discharged of any further obligations on the matter, irrespective of the success of the application.

6.4. Pursuant to Europe Emirates Group DMCC’s provision of Second Citizenship and Residency Programs Assistance Services, the Clients agree that under no circumstance whatsoever does Europe Emirates Group DMCC guarantee a successful outcome to any application submitted to the relevant government authority on behalf of the Clients. Europe Emirates Group DMCC shall be held harmless of any claims in relation to the aforementioned and shall be discharged of any further obligations thereof.

6.5. The Clients acknowledge that Europe Emirates Group DMCC is a third party to the corporate registries, government authorities and agencies in which any Entity is incorporated or redomiciled. Hence, the delivery of Entity formation services, redomiciliation, renewals and any other ancillary services related to the administration of an Entity is considered complete after the preparation and submission of the application to the relevant authority and therefore, Europe Emirates Group DMCC shall not be held liable for any unsuccessful application.

6.6. With respect to Europe Emirates Group DMCC’s provision of value added services (i.e, including but not limited to, economic substance related services, wills registration services, Value Added Tax (VAT) registration services and application for tax residency certificates), the Clients understand and agree that Europe Emirates Group DMCC’s involvement is considered accomplished after the submission of the application to the relevant authorities, regardless of the success of the application and disclaims any obligation on the matter thereof.

6.7. In respect to Europe Emirates Group DMCC’s provision of any other administration processing services, the Client acknowledge that Europe Emirates Group DMCC’s involvement is to be considered complete after the preparation and submission of the application to the concerned authority and hence, Europe Emirates Group DMCC shall be dispensed of any additional responsibility, irrespective of the success of the application.

6.8. The Clients confirm that in the event of the entity requiring a Registered Office Address as is the case of an International Business Company (IBC),the Registered Office Address of the Entity will be the address of the Registered Agent as per the requirements of the Registry and to which only REGISTRY AND GOVERNMENT COMMUNICATIONS AND NOTICES MAY BE SERVED. Any statement, mention or publication of this address will at all times reflect the wording REGISTERED OFFICE ADDRESS.

6.9. The Client confirms that in the event Europe Emirates Group DMCC requires the assistance of third parties providers for the fulfillment of the service, the third party provider shall be legally liable towards the Clients for the advice and service provided.

6.10. The Clients shall procure that the Clients’ Appointees shall:

6.10.1. Ensure that the entity will comply with all laws binding upon it and that the entity will not be used for any illegal purposes.

6.10.2. Ensure that all assets introduced to the entity are the client’s lawful property and will provide full details of the source of funds.

6.10.3. Ensure that the assets introduced are not in any way connected with illegal activities.

6.10.4. immediately inform Europe Emirates Group DMCC of any matters which might affect the Entity and / or influence Europe Emirates Group DMCC’s willingness or ability to provide, or continue to provide, the Services.

6.10.5. immediately inform Europe Emirate Group DMCC of the nature of the activities and business of the Entity and seek Europe Emirates Group DMCC’s prior written consent before making any material changes to those activities.

6.10.6. obtain Europe Emirates Group DMCC’s prior written consent before placing any advertisement or making any public announcement relating to the Entity or any activities undertaken by it.

6.10.7. immediately provide Europe Emirates Group DMCC without delay all contractual, financial or other information concerning any asset, transaction, trading activity or business of the Entity.

6.10.8. at all times pay to Europe Emirates Group DMCC any sum due to Europe Emirates Group DMCC including any fees, disbursements and expenses incurred by Europe Emirates Group DMCC in connection with the Entity and / or in providing the Services (including fees charged by Europe Emirates Group DMCC in relation to the provision of the Services).

7. Additional Client’s Obligations When Europe Emirates Group DMCC Provides Europe Emirates Group Officers

7.1. When Europe Emirates Group DMCC provides Europe Emirates Group Officers, the Clients must, at all times, keep the Entity in funds sufficient to discharge its liabilities as and when they become due and at the request of Europe Emirates Group DMCC or the Europe Emirates Group Officers pay to the Entity or Europe Emirates Group DMCC on its behalf, such sums as may be required to enable the Entity to discharge, in full, any liabilities (including Europe Emirates Group DMCC’s fees).

7.2. When Europe Emirates Group DMCC provides Europe Emirates Group Officers, the Clients shall and shall procure that the Clients’ Appointees shall:

7.2.1. immediately inform Europe Emirates Group DMCC of any matters that might affect the Entity or any matter which is material to the management, business or affairs of the Entity.

7.2.2. at the written request of Europe Emirates Group DMCC, immediately provide information to enable Europe Emirates Group DMCC to prepare annual or other statutory returns, financial or other statements in relation to the Entity.

7.2.3. immediately provide full details of all customers / suppliers and other third parties to facilitate audit management.

7.2.4. not without Europe Emirates Group DMCC’s prior written consent seek to alienate, assign, sell, pledge or otherwise dispose of, charge or encumber any asset of the Entity, including any shares issued by the Entity. Europe Emirates Group DMCC reserves the right to request further information concerning such proposals and to decline to accept such applications.

7.2.5. immediately advise Europe Emirates Group DMCC in writing, of all legal proceedings, claims, demands made or threatened against the Entity or the Europe Emirates Group Officers.

7.2.6. where the Clients or the Clients’ Appointees are grantees of a power of attorney issued by the Entity they must:

7.2.6.1. act with the utmost good faith to the Entity, Europe Emirates Group DMCC and the Europe Emirates Group Officers.

7.2.6.2. keep and maintain and on demand deliver to Europe Emirates Group DMCC accurate financial and business records.

7.2.6.3. immediately disclose to Europe Emirates Group DMCC, in writing, information relating to the operation of the business of the Entity which might create a conflict of interest between them and the Entity and / or with Europe Emirates Group DMCC or the Europe Emirates Group Officers.

7.2.6.4. immediately inform Europe Emirates Group DMCC, in writing, each time a power of attorney is exercised and provide written details of any acts undertaken.

 7.3. When Europe Emirates Group DMCC provides Europe Emirates Group Officers, Europe Emirates Group DMCC shall be entitled to take any steps which it may in its absolute discretion think fit to protect the interests and / or assets of the Entity and at the cost of the Clients or the Entity including the obtaining of professional advice as Europe Emirates Group DMCC may consider necessary.

8. Requests and Instructions

8.1. The Clients on behalf of themselves and the Clients’ Appointees and the Entity agree to provide all requests or instructions to Europe Emirates Group DMCC in writing by letter or facsimile and Europe Emirates Group DMCC shall only consider such requests or instructions when signed by all the Clients or the Managing Agent or, with the prior written consent of Europe Emirates Group DMCC, when they are made by encrypted email sent by the Managing Agent. Under his complete and full responsibility, the Client authorize Europe Emirates Group DMCC to expressly carry out all the requests and instructions given by the Client himself or the Client’s Appointees. He shall take responsibility for any irregularities and the consequences of any typing errors that may arise as a result of  carrying the requests on the basis of simple written or verbal communication. Europe Emirates Group DMCC shall not be held liable for the risks, costs, expenses or taxes that might relate to the instructions in questions, all of which the Client takes liability for.

8.2. The Clients acknowledge that Europe Emirates Group DMCC is bound by regulatory and other obligations under laws and regulations of the jurisdiction in which the Services are provided, the jurisdiction of incorporation or establishment of the Entity and / or the jurisdictions where the Entity undertakes business and agree that any action undertaken by Europe Emirates Group DMCC or the Europe Emirates Group Officers in order to comply with those laws or regulations shall not constitute a breach by Europe Emirates Group DMCC or the Europe Emirates Group Officer of their obligations hereunder.

8.3. Europe Emirates Group DMCC shall not be required to take any action which it considers to be unlawful or improper or which it believes may be detrimental to it, the
Europe Emirates Group Officers, or the Entity.

8.4. Where permitted under these Terms of Business or if instructions are requested by Europe Emirates Group DMCC from the Clients or the Clients’ Appointees and no instructions have been received by Europe Emirates Group DMCC within 30 days of such a request being made, or where the urgency of the matter requires action within a shorter period, Europe Emirates Group DMCC may immediately and with no liability to the Clients, the Clients’ Appointees or the Entity take no further action in relation to a particular matter or take such other action as they shall in their absolute discretion consider appropriate or as they may be advised.

And

The Clients irrevocably agree that, if the Entity is a limited liability company and the Europe Emirates Group Officers are members or officers of that company, or the Entity is a Partnership and the Europe Emirates Group Officers are members of that partnership, or the Entity is a trust and the Europe Emirates Group Officers are trustees or protectors of that trust, Europe Emirates Group DMCC may, without being obliged to give notice to the Clients or the Clients’ Appointees, take such steps as they shall in their absolute discretion consider appropriate which shall without prejudice to the generality of the foregoing include having the Entity struck off, dissolved or liquidated; or resigning all or any of the Europe Emirates Group Officers; or transferring all or any of the shares, capital or assets or liabilities of the Entity into the name of the Clients; or appointing the Clients as a director, officer, manager, trustee or protector of the Entity; or take such other action as they shall in their absolute
discretion consider appropriate or as it may be advised.

9. Telephone Recording
Europe Emirates Group DMCC shall be entitled to record or monitor telephone calls. These recordings will be subject to the same degree of confidentiality as any written correspondence.

10. Fees and Payment of Fees

10.1. When the Entity is not a trust or a foundation, the legal ownership of the Entity shall not pass to the Clients until payment in full of all fees, including government duties and taxes, has been received by Europe Emirates Group DMCC. No refunds are given after an order has been processed and no refunds will be made where Europe Emirates Group DMCC ceases to provide the Services.

10.2. Europe Emirates Group DMCC will not provide Services until Europe Emirates Group DMCC has received, in full, all fees and disbursements payable in relation to the Entity or the provision of the Services.

10.3. The Clients hereby irrevocably authorises Europe Emirates Group DMCC to withdraw from any sums held on any account managed by Europe Emirates Group DMCC or otherwise held by Europe Emirates Group DMCC, on behalf of the Clients and / or the Entity any monies required to discharge any fees or expenses, including any government fees, duties, taxes or penalties, payable to or by Europe Emirates Group DMCC or the Entity.

10.4. Where any fees for Services remain unpaid for more than 90 days, Europe Emirates Group DMCC may at its discretion immediately terminate the Services, and / or obtain payment from any assets of the Entity and / or the Clients. In such circumstances, Europe Emirates Group DMCC reserves the right to treat these Terms of Business as terminated without further obligation, save as to any continuing covenant, obligation or undertaking given by the Clients or the Clients’ Appointees to Europe Emirates
Group DMCC, and to act pursuant to the provision of Paragraph 8.4 of these Terms of Business.

10.5. Unless otherwise agreed in writing with the Clients, Europe Emirates Group DMCC will not pay any interest on any monies held by Europe Emirates Group DMCC on behalf of the Entity and / or the Clients and / or the Clients’ Appointees.

10.6. Europe Emirates Group DMCC and its associated companies, their officers, agents and employees shall be entitled to retain any third-party commission or fee which is paid or may become payable to it notwithstanding that such commission or fee is payable as a direct or indirect result of Europe Emirates Group DMCC providing the Services or otherwise in relation to the Entity.

10.7. Should Europe Emirates Group DMCC cease to provide Services or should the Clients advise Europe Emirates Group DMCC that they no longer require the Entity, the Clients must pay to Europe Emirates Group DMCC any fees or costs which may be incurred by Europe Emirates Group DMCC in relation to the striking off, dissolution, liquidation or transfer of the Entity (including Europe Emirates Group DMCC’s minimum transfer or termination fee).

10.8. In the event that the Clients shall request Europe Emirates Group DMCC to transfer the management or administration of the Entity or should Europe Emirates Group DMCC request the Clients to transfer the management or administration of the Entity to another agent or Corporate Service Provider, Europe Emirates Group DMCC shall not be obliged to transfer the Entity until all outstanding fees (including government fees, duties, taxes and other third party disbursements together with Europe
Emirates Group DMCC’s transfer or termination fees) have been paid in full.

10.9. Where the Clients make part payment to Europe Emirates Group DMCC of any fee note or invoice rendered by Europe Emirates Group DMCC, Europe Emirates Group DMCC reserves the right to apply any monies received in firstly discharging its professional fees and only thereafter in payment of any government fees, duties charges or taxes or other payments to third parties.

11. Commission – Retrocessions

Unless otherwise agreed in writing Europe Emirates Group DMCC shall be entitled to receive and keep all commissions and retrocessions received from time to time from providers of banking, insurance, stock broking, property management, investments and fund management or other financial services to whom it introduces business under its administration.

12. Complaints

Europe Emirates Group DMCC takes all complaints very seriously. All complaints regardless of nature should in the first instance be reported to the “Client Manager” having day to day conduct of the matter. If the client is not happy with any response and the matter cannot be resolved then clients are requested to write to the Compliance Officer who will investigate the complaint further.

13. Confidentiality and Data Protection

13.1. Europe Emirates Group DMCC undertakes to the Clients that where the Clients, the Clients’ Appointees or the Entity deliver to Europe Emirates Group DMCC confidential information it will use all reasonable endeavours to keep it confidential. Europe Emirates Group DMCC in accordance with its statutory obligations protects personal information and personal data from unauthorised access, use or disclosure.

13.2. In the course of providing the Services, Europe Emirates Group DMCC collects personal information and personal data concerning the Clients, the Clients’ Appointees and the Entity and uses this personal data and information to facilitate the provision of the Services and, may from time to time, use such data and information to provide information, reference notes, guidelines, advice or for marketing information concerning the Services and for providing such other information as Europe Emirates Group DMCC may from time to time make available.

13.3. Europe Emirates Group DMCC reserves the right to treat the obligations of confidentiality and privacy in Paragraphs 13.1 and 13.2 as not applicable and may disclose to third parties confidential or personal information and data when they are obliged so to do by law, or when required by third parties in order for Europe Emirates Group DMCC to provide the Services or when Europe Emirates Group DMCC has been unable to obtain the Clients or Managing Agents instructions and it appears to Europe Emirates Group DMCC to be in the best interests of the Clients and / or the Clients’ Appointees and / or the Entity to provide such confidential or personal data to third parties.13.4. Except otherwise where permitted by these Terms of Business any personal information and data collected is used only for these purposes and is never sold, lent, leased or otherwise distributed outside Europe Emirates Group DMCC. The Clients and the Clients’ Appointees accept that this may mean that personal information may be transferred to countries that do not provide adequate protection of data in accordance with Article 26 (1) of the EU Directive 95/46/EC on the protection of individuals with regard to the processing of personal data and on the free movement of such data.

13.5. Without prejudice to the duty of confidentiality, Europe Emirates Group DMCC reserves the right to act for other clients (including competitors of the Entity, the Clients or the Clients’ Appointees).

13.6. Any report, letter, information or advice Europe Emirates Group DMCC gives to the Clients, the Clients’ Appointees or the Entity is given in confidence solely for the purposes of providing the Services and is provided on condition that the Clients and the Clients’ Appointees will not without Europe Emirates Group DMCC’s prior written permission disclose to any third-party, other than to their lawyers or accountants or other professional advisers, any confidential or other information made available by Europe Emirates Group DMCC.

13.7. Notwithstanding any provision hereof, Europe Emirates Group DMCC shall be entitled and is hereby irrevocably authorised to open, read and copy all correspondence, letter, facsimile, email or other communication received by it in relation to the provision of the Services or the Entity, the Clients or the Clients’ Appointees.

14. Cessation of Services

14.1. Europe Emirates Group DMCC shall be entitled by written notice to cease to provide the Services, if:

14.1.1. The Clients or the Clients’ Appointees in the reasonable opinion of Europe Emirates Group DMCC fail to observe to the fullest extent these Terms of Business;

14.1.2. It comes to the attention of Europe Emirates Group DMCC that the Entity is being used for activities which were not referred to in the application delivered by the Clients to Europe Emirates Group DMCC or as subsequently advised and accepted in writing by Europe Emirates Group DMCC;

14.1.3. In the event of the death of Clients, including in the case of joint persons, the death of any one person, and the Clients fail or have failed to make adequate provision for the disposition of the affairs and the ownership of the Entity;
14.1.4. In the event that any legal proceedings are commenced against the Entity, the Clients or the Clients’ Appointees (including any injunction or investigative proceedings).

14.2. In any of the circumstances described in Paragraph 14.1 above, Europe Emirates Group DMCC reserves the right to take action pursuant to Paragraph 8 and to treat these Terms of Business as terminated without further liability on the part of Europe Emirates Group DMCC.

14.3. Europe Emirates Group DMCC may at its discretion cease to provide the Services upon giving to the Clients or the Managing Agent 45 days written notice of its intention so to do.

14.4. Europe Emirates Group DMCC may by written notice to the Clients, the Clients’ Appointees or the Managing Agent immediately cease to provide the Services where the Clients or the Clients Appointees shall breach the provisions of Paragraphs 2 or 3 of these Terms of Business.

14.5. The Clients and the Clients’ Appointees for themselves as agent for and on behalf of the Entity acknowledge, following the cessation of Services, that Europe Emirates Group DMCC may have continuing regulatory / fiduciary duties under any applicable law. Accordingly, without prejudice to Europe Emirates Group DMCC’s rights, Europe Emirates Group DMCC may (but is not obliged to) continue to provide Services in order to discharge such duties and Europe Emirates Group DMCC shall be entitled to
charge fees at its applicable rate for the provision thereof.

15. Interpretation 

In providing the Entity and/or the Services, Europe Emirates Group DMCC does not, nor is it to be interpreted as though it does in any manner sanction, advocate or approve, directly or indirectly, the commission of any act or any omission by the Clients, or the Clients’ Appointees or the Entity, or any person, firm or corporation in any jurisdiction or the use of the Entity or the Services for any purpose.

16. Taxation

16.1. Unless expressly agreed otherwise, clients agree that our services will not involve advice concerning the tax implications of any course of action or transaction, or advice on tax related issues. Clients are reminded to seek independent tax advice in both their country of permanent residence and the country (ies) in which they intend to conduct business.

16.2. The United States enacted since 2010 the U.S Foreign Account Tax Compliance Act (FATCA) to increase income tax reporting by US taxpayers on assets held in offshore accounts and through Non-US Entities. Pursuant to FATCA, Clients qualifying as U.S Persons hereby certify that they have a full understanding and acknowledgment of their obligations and have declared their status to the relevant authority under FATCA.

17. Notice

Any notice given pursuant to these Terms of Business shall be in writing and shall be sufficiently given to any party if sent in a letter by courier to the address last notified by the address, by facsimile transmission or by electronic mail to the address of such party last notified in writing to the other or to the correct facsimile number or electronic mail address of the addresses and shall be deemed duly served, in the case of a notice delivered by courier, at the time of first attempted delivery and in the case of a facsimile transmission or electronic mail, if sent during normal business hours, in the country of the addresses then at the time of transmission and otherwise then on the next business day.

18. Miscellanous

18.1. These Terms of Business supersede all prior Terms of Business and agreements whether oral or written.

18.2. No exercise or failure to exercise or delay in exercising any right or remedy by Europe Emirates Group DMCC pursuant to these Terms of Business shall constitute a waiver by Europe Emirates Group DMCC of that or any other right or remedy.
18.3. Nothing in these Terms of Business shall create or be deemed to create the following relationships between Europe Emirates Group DMCC and the Clients or the Clients’ Appointees or the Managing Agent:

18.3.1. partnership, or

18.3.2. employment, or

18.3.3. joint venture.

18.4. Words imputing the masculine gender shall include the feminine and words imputing the singular shall include the plural and vice versa.

19. Dispute resolution

In the event of any disagreement or dispute, Europe Emirates Group DMCC and the Client shall exercise reasonable efforts to resolve the matter amicably. Failing that, arbitration may also be used for resolution. In any event Europe Emirates Group DMCC retains the right to bring a collection action in any court of competent jurisdiction, and the Client agrees to submit to the jurisdiction of the courts of the DIFC if Europe Emirates Group brings any action there. In any such action, the prevailing party shall also, in addition to
damages, be entitled to fees and costs from the non-prevailing party.

20. Law

Unless otherwise agreed in writing between the Clients and Europe Emirates Group DMCC, these Terms of Business shall be governed by and construed solely by English law and consequently excludes the application of the terms of international private and civil law. The Client and Europe Emirates Group agree that the court with competence to reach judgment in all the disputes are the DIFC Courts and the common law of England & Wales shall be used in any disputes. The Client and Europe Emirates Group subject
themselves to the jurisdiction of the DIFC Courts. Europe Emirates Group will in any case have the right to apply to the relevant court of the Client.