1. Introduction

These Terms and Conditions (“Terms”) govern the provision of services byCorpwise Corporate Services CO L.L.C, a company registered in the Emirate ofDubai, United Arab Emirates (“Corpwise”, “we”, “us”, or “our”), to anyindividual or entity engaging our services (“Client”, “you”, or “your”).

By engaging Corpwise, whether through our website, via email, in person,or through any other channel, you confirm that you have read, understood, andagreed to be bound by these Terms. If you do not agree with any part of theseTerms, you must not engage our services.

2. Definitions

“Services” means the corporate, advisory, PRO, compliance, andadministrative services provided by Corpwise as set out in Section 3.

“Government Fees” means any fees, charges, levies, ordisbursements payable to any government authority, free zone authority,regulator, bank, notary, translator, or other third party in connection withthe Services.

“Authority” means any UAE federal or emirate-level governmentbody, free zone authority, regulator, or licensing body relevant to theServices.

“Engagement” means the commencement of Services followingacceptance of our proposal, issuance of an invoice, or receipt of any paymentfrom the Client, whichever occurs first.

3. Services

Corpwise provides the following categories of Services:

•      UAEcompany formation, including mainland, free zone, and offshore company setup.

•      PublicRelations Officer (PRO) services, including residence visa processing, EmiratesID applications, labour card processing, immigration-related documentation, andrelated government liaison.

•      Bankaccount opening assistance, including introductions to UAE banks, preparationand submission of documentation, and coordination of the application process.

•      Ongoingcompliance services, including but not limited to licence renewals, corporatetax registration and filing, VAT registration and filing, UBO and ESR filings,accounting, bookkeeping, and related advisory.

The scope, deliverables, timelines, and fees applicable to eachEngagement shall be confirmed in writing (by proposal, quotation, invoice, oremail) prior to commencement. In the event of any conflict between a specificwritten Engagement and these Terms, the specific Engagement shall prevail inrespect of that matter only.

4. Fees, Payment and Non-Refundable Nature

4.1 Service Fees and Government Fees

Our fees are comprised of (a) Corpwise service fees for work carried outby our team, and (b) Government Fees payable to third parties. Unless expresslystated otherwise in writing, quoted amounts exclude Government Fees, which arepassed through at cost or at the applicable third-party rate.

4.2 Payment Terms

All fees are payable in advance unless otherwise agreed in writing. Workon any Engagement will commence only upon receipt of cleared funds. All amountsare exclusive of Value Added Tax (VAT), which will be charged where applicableat the prevailing rate.

4.3 Non-Refundable Fees

All fees paid to Corpwise are strictly non-refundable once work on theEngagement has commenced. This includes, without limitation, circumstancesin which: (a) the Client changes their mind or decides not to proceed; (b) theClient fails to provide required documentation or information; (c) anAuthority, bank, or other third party delays, rejects, or declines anyapplication; (d) the Client is found to be ineligible for the requestedService; or (e) the Engagement is terminated by either party for any reasonafter work has commenced.

Government Fees, once paid to an Authority or third party, are subject tothat third party’s refund policy and are in any event not recoverable fromCorpwise.

4.4 Late Payment

Where any invoice remains unpaid beyond its due date, Corpwise reservesthe right to suspend all Services, withhold deliverables, and charge intereston overdue amounts at the rate of 1.5% per month (or the maximum rate permittedby UAE law, if lower), from the due date until payment is received in full.

5. Client Obligations

You agree to:

•      Provideaccurate, complete, and up-to-date information and documentation, includingvalid identification, proof of address, source-of-funds evidence, and any othermaterials reasonably requested.

•      Respondpromptly to requests for information from Corpwise, Authorities, banks, andother third parties involved in the Engagement.

•      Ensurethat all information provided is lawful, truthful, and not misleading, and thatyou are entitled to share it with Corpwise and with the relevant Authoritiesand third parties.

•      Complywith all applicable UAE laws, including anti-money laundering (AML),counter-terrorism financing (CTF), sanctions, tax, and immigration laws.

•      Notengage Corpwise for any purpose that is unlawful, fraudulent, or intended todeceive any Authority, bank, or third party.

Corpwise reserves the right to decline, suspend, or terminate anyEngagement where the Client fails to meet these obligations, and any fees paidin respect of such Engagement shall be non-refundable in accordance withSection 4.3.

6. No Guarantee of Outcomes

The Client acknowledges and agrees that outcomes of any application toan Authority, bank, or other third party are determined solely by that thirdparty and are outside of the control of Corpwise.

In particular, and without limitation:

•      Bankaccount opening is subject to the independent decision of the relevant bank,which applies its own risk assessment, KYC, and onboarding criteria. Corpwisedoes not guarantee that any bank account will be opened, nor the timeframewithin which any such account may be opened.

•      Visa,Emirates ID, and immigration applications are subject to approval by therelevant UAE authorities. Corpwise does not guarantee approval, processingtimes, or any specific outcome.

•      Companyformation timelines are indicative only and may be affected by Authorityprocessing times, public holidays, document legalisation, translations, andother factors outside Corpwise’s control.

•      Tax,compliance, and accounting advice is provided on the basis of informationsupplied by the Client and UAE law as in force at the relevant time; subsequentchanges in law or facts may affect outcomes.

Any estimates of timing, cost, or outcome provided by Corpwise are givenin good faith based on our experience but do not constitute a guarantee orwarranty.

7. Bank Account Opening Assistance – Specific Terms

Where the Services include bank account opening assistance, the Clientacknowledges that:

•      Corpwiseacts solely as an introducer and facilitator and is not a bank, financialinstitution, or regulated financial adviser.

•      Allbanking decisions, including whether to open an account, the documentationrequired, and ongoing account operation, rest solely with the bank.

•      TheClient is solely responsible for meeting the bank’s KYC, source-of-funds, andongoing compliance requirements.

•      Feespaid to Corpwise for bank account opening assistance are earned for the workcarried out (preparation of documentation, bank introductions, follow-up, andcoordination) and are non-refundable regardless of the bank’s ultimatedecision.

8. Confidentiality and Data Protection

Corpwise will treat all Client information as confidential and will useit solely for the purposes of providing the Services, complying with applicablelaw, and as otherwise permitted by the Client. We may disclose Clientinformation to Authorities, banks, free zone authorities, and other thirdparties strictly as required to perform the Services.

Corpwise processes personal data in accordance with applicable UAE dataprotection laws, including Federal Decree-Law No. 45 of 2021 regarding theProtection of Personal Data. Our Privacy Policy (where published) forms part ofthese Terms.

9. Anti-Money Laundering and Compliance

Corpwise is required to comply with UAE AML, CTF, and sanctionslegislation. The Client consents to Corpwise carrying out such identification,verification, screening, and ongoing monitoring checks as we considernecessary, and to our making disclosures to the relevant Authorities whererequired by law, without further notice to the Client.

Corpwise may refuse to act, or may cease to act, at any time and withoutliability, where we consider that continuing to act would or may breach anyapplicable law or our internal compliance policies. Fees paid in respect of anysuch Engagement remain non-refundable in accordance with Section 4.3.

10. Limitation of Liability

To the maximum extent permitted by UAE law:

•      Corpwise’stotal aggregate liability to the Client in respect of any Engagement, whetherin contract, tort (including negligence), breach of statutory duty, orotherwise, shall not exceed the total service fees actually paid by the Clientto Corpwise under that Engagement in the twelve (12) months preceding the eventgiving rise to the claim.

•      Corpwiseshall not be liable for any indirect, consequential, incidental, or specialloss, including loss of profit, loss of business, loss of opportunity, loss ofgoodwill, loss of data, or loss arising from delays by any Authority, bank, orother third party.

•      Nothingin these Terms shall exclude or limit any liability that cannot be excluded orlimited under applicable UAE law.

11. Indemnity

The Client shall indemnify and hold harmless Corpwise, its shareholders,directors, employees, and agents from and against any and all claims, losses,damages, liabilities, fines, penalties, and expenses (including reasonablelegal fees) arising out of or in connection with: (a) any inaccurate,incomplete, or misleading information provided by the Client; (b) any breach bythe Client of these Terms or of applicable law; or (c) any third-party claimarising from the Client’s use of the Services.

12. Term and Termination

These Terms apply from the commencement of the first Engagement andcontinue in force for so long as any Engagement remains active. Either partymay terminate an Engagement by written notice; however, termination does notaffect any accrued rights or obligations, and all fees paid remainnon-refundable in accordance with Section 4.3.

Corpwise may terminate any Engagement with immediate effect, withoutliability, where: (a) the Client is in material breach of these Terms; (b) theClient fails to pay any invoice when due; (c) Corpwise is required to do so bylaw or regulation; or (d) continuing the Engagement would, in Corpwise’sreasonable opinion, expose it to legal, regulatory, or reputational risk.

13. Force Majeure

Corpwise shall not be liable for any failure or delay in performing theServices where such failure or delay is caused by events beyond our reasonablecontrol, including acts of God, war, terrorism, civil unrest, pandemics,government action, changes in law, Authority delays, banking delays, power ortelecommunications failures, or internet outages.

14. Intellectual Property

All intellectual property rights in materials, templates, documents, andadvice produced by Corpwise remain the property of Corpwise. The Client isgranted a non-exclusive, non-transferable licence to use such materials solelyfor the internal purposes for which they were provided.

15. Marketing and Advertising

Where these Terms are provided in the context of marketing, advertising,or promotional materials (including paid advertising campaigns), anyperformance claims, estimated timelines, indicative fees, or illustrativeexamples are provided for informational purposes only and do not form part ofany binding offer. Actual Services, fees, and timelines will be confirmed inthe applicable Engagement documentation.

16. Communications

Communications from Corpwise may be sent by email, WhatsApp, or otherelectronic means, and such communications shall be deemed effectively deliveredwhen sent to the contact details provided by the Client. The Client isresponsible for keeping their contact details up to date.

17. Assignment

The Client may not assign or transfer any rights or obligations underthese Terms without Corpwise’s prior written consent. Corpwise may assign ortransfer its rights and obligations to any affiliate or successor entitywithout the Client’s consent.

18. Entire Agreement

These Terms, together with any specific Engagement documentation and anyPrivacy Policy referenced by Corpwise, constitute the entire agreement betweenthe parties in respect of the subject matter, and supersede all priordiscussions, representations, or agreements.

19. Severability and Waiver

If any provision of these Terms is held to be invalid, illegal, orunenforceable, the remaining provisions shall remain in full force and effect.A failure or delay by Corpwise in enforcing any right under these Terms shallnot be a waiver of that right.

20. Governing Law and Jurisdiction

These Terms and any non-contractual obligations arising out of or inconnection with them shall be governed by and construed in accordance with thelaws of the United Arab Emirates as applied in the Emirate of Dubai.

The parties submit to the exclusive jurisdiction of the courts of Dubai(onshore) in respect of any dispute arising out of or in connection with theseTerms or the Services, save that Corpwise reserves the right to bringproceedings against the Client in any other jurisdiction where the Client isdomiciled or holds assets.

21. Contact

For any questions regarding these Terms or the Services, please contact:

Corpwise Corporate Services CO L.L.C

Email: info@corpwise.ae

Registered in the Emirate of Dubai, United Arab Emirates.

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