A. DEFINITIONS AND INTERPRETATIONS
In these Terms & Conditions:
1. “Account” means any Client of EXPEDITEZONE;
2. “AED” means United Arab Emirates Dirhams, the lawful currency of the
United Arab Emirates;
3. “Agreement” means the contract between EXPEDITEZONE and the Client of which these Terms and Conditions shall form an integral and binding part thereof and the Client hereby agrees and acknowledges that they will be bound by these Terms and Conditions as if they were part of the Agreement;
4. “Applicant” means any natural person, body corporate or body unincorporated, including a company, partnership, unincorporated association;
5. “Authority” or “Authorities” mean any United Arab Emirates based Free Zone Authority, its regulatory body, or anybody corporate appointed as operator of any United Arab Emirates based Free Zone;
6. “Category A Free Zone” means any Free Zone with which there is an agency agreement in place with EXPEDITEZONE and “Category B Free Zone” means any Free Zone with which there is no agency agreement in place with EXPEDITEZONE.
7. “Client” means the Applicant whose description and address is set out in the application form;
8. “Company” means any one or more companies in respect of which
EXPEDITEZONE provide Services at the Client’s request;
9. “Deregistration” or “de-registration” means license cancellation and/or service cancellation and all stipulations necessary to deregister or cancel shall apply;
10. “Fee” or “Fees” mean any sum charged by EXPEDITEZONE together with disbursements and any and all fees levied by the Government or the Authorities;
11. “Free Zone License” means a license of any United Arab Emirates
based Free Zone and includes all types of licenses issued by United Arab
Emirates based Free Zones;
12. “Government” means any United Arab Emirates government agency,
government authority or government owned company;
13. “Invoice” or “Invoices” mean any bill or statement issued by EXPEDITEZONE for any Fees stated therein as being due and payable to EXPEDITEZONE in respect of any Service;
14. “Service” or “Services” mean any company formation, company management, company administration or ancillary services whatsoever provided in respect of a Company;
15. “Terms & Conditions” or “Terms and Conditions” mean these
Terms & Conditions and any and all subsequent updates to these Terms
& Conditions at any given time which are available upon incorporation, renewal and the Client’s request;
16. “USD” means United States Dollars, the lawful currency of the United
States of America;
17. “VAT” means Valued Added Tax;
18. “EXPEDITEZONE” means EXPEDITE ZONE Documents Clearing Services LLC the company identified on the front of this form and any member and/or associated company, any agent and/or affiliate which provides Services pursuant to this Agreement in any capacity whatsoever and shall, where the context admits, include any employee or representative of such company, agent and/or affiliate.
B. FEES AND SERVICES
1. EXPEDITEZONE agrees to provide Services in accordance with these Terms and Conditions and the Client hereby agrees to pay the Fees charged by EXPEDITEZONE for the provision of such Services.
2. This includes Fees for annually recurring Services charged in accordance with EXPEDITEZONE’s price list, a copy of which has been provided and an updated copy of which is available upon request. Although effort is made to maintain the same level of Fees for as long as possible, EXPEDITEZONE reserves the right to change the level of Fees from time to time, but shall give notice to the Clients, where possible. All notices shall be deemed to
have been given to the Clients, if such notices are published on EXPEDITEZONE’s website () and/or if the Clients have been informed by post, facsimile, email or verbally, including but not limited to, over the phone.
3. Continued use of a Service after a change of the level of Fees will be considered as the Clients acceptance of the relevant changes of Fees.
4. In cases of changes of Fees levied by the Authorities or the Government, such changes of Fees shall be effective immediately and a notice shall not be required to be provided by EXPEDITEZONE, although effort is made to do so.
5. Additional work undertaken on behalf of the Client shall be charged for on a time-spent basis at an hourly rate when applicable. Fees for additional work charged at an hourly rate must be accepted by the client in advance in writing.
6. The initial provision of Services cannot commence until payment has been received. Payments can be made by the following payment methods:
1. Cash payment can be made in cash payable in AED or in USD
2. Wire transfer payment can be made by wire transfer into our bank accounts that are held with ADCB, Dubai:
Company Expedite Zone Documents Clearing Services LLC
Bank EMIRATED NBD
Branch BURJ KHALIFA
SWIFT Code EBILAEAD
Account No. AED 1015630336001
Payments made by wire transfer shall include a clear reference to the proposed/existing company name so that payments may be correctly identified.
3. Cheque payment can be made by cheque payable in AED only
(subject to approval at the time of issuance of the cheque) issued to
‘EXPEDITE ZONE DOCUMENTS CLEARING SERVICES LLC’. Cheque Payment can only be made with cheques issued by a United Arab Emirates based bank.
4. Card payment can be made with below credit or debit cards via our online electronic payment gateway:
A Point of Sales (POS) Fee of 2.5% will apply. This fee is subject to change without prior notice, although every effort is made to provide such notice. A quotation for this fee is available upon request at the time of payment by credit or debit card.
5. The exchange rate of USD to AED is 3.65. This rate is subject to change without prior notice, although every effort is made to provide such notice. A quotation for this rate is available upon request at the time of payment in this currency. The Client agrees to the rate that shall be provided upon payment.
6. Where the installment option is selected for payment of services and/or renewal of services, the Client must provide an undated security cheque in the name of EXPEDITE ZONE documents clearing Services LLC in the amount of total remaining outstanding. Payments via installments are subject to availability, approval and interest will be applicable.
7. Recurring Fees shall be payable 30 days prior to the expiry date of the Trade License. If payment has not been made until the expiry date of the Trade License EXPEDITEZONE shall be entitled to charge an additional Fee in accordance with EXPEDITEZONE’s price list, a copy of which has been provided and an updated copy of which is available upon request.
payment of such Services in full at the fees as per our latest updated price list, a copy of which is available upon request.
17. A de-registration Fee shall be payable by the Client to EXPEDITEZONE upon the Services no longer being required. The de-registration Fee shall be applicable to all types of Companies and shall be in accordance with EXPEDITEZONE’s price list, a copy of which has been provided and an updated copy of which is available upon request.
18. EXPEDITEZONE shall be entitled to charge additional Fees for additional work effecting such de-registration and disbursements payable to third parties on a time-spent basis.
19. EXPEDITEZONE reserves the right to refuse to accept instructions from a Client or to discontinue the provision of Services and to terminate this Agreement by written notice without giving any reasons therefore in the event that:
– the Client is failing to comply with this Agreement, including that the Client fails to pay the Fees that are due, or that the information given in this Agreement is found to be false, untrue or misleading;
– the business activities carried out by the Client are associated with money laundering activities, terrorist activities and/or transactions with jurisdictions with UN embargos or activities listed on any other watch lists for illegal activities;
– the Client is suspected to be involved in any criminal or other illegal activity, whether fiscal or otherwise, in any jurisdiction, or has been convicted of a criminal offence (not including minor criminal offences
– the Client has been declared bankrupt or is the subject of an investigation by a governmental, professional or other regulatory or statutory body in any jurisdiction;
– the Client has transferred funds to his Company that have not been properly declared for tax purposes and the full amount of such funds
or parts of it represent the proceeds of fiscal crime or evasion;
– EXPEDITEZONE is required to do so by the Government, the Authorities, and professional or other regulatory or statutory body.
20. In such event the Client hereby irrevocably and unconditionally appoints EXPEDITEZONE his attorney and agent for the purpose of transferring shares of the Company to a third party that is nominated by the Client and that is acceptable to EXPEDITEZONE.
21. Failing to nominate a third party that is acceptable to EXPEDITEZONE the Client hereby irrevocably and unconditionally appoints EXPEDITEZONE his attorney and agent for the purpose of de-registering the Company and all of its affairs generally.
22. In cases in which EXPEDITEZONE discontinues the provision of Services and terminates this Agreement by written notice the Client acknowledges that he will remain liable for all Fees until the date on which the Company has been transferred to an acceptable third party according to provision B. 18. or has been de-registered according to provision B. 19.
23. Without prior written agreement, EXPEDITEZONE will not pay interest on any monies held by or on behalf of a Client.
24.Unless otherwise stipulated, all prices referred to in this Agreement, EXPEDITEZONE’s associated price list, Fees, charges, rates and quotations are indicated as exclusive of VAT. Accordingly, EXPEDITEZONE shall be entitled to add VAT, at the applicable rate, to any price levied by it in terms of this Agreement.
C. OTHER PROVISIONS
1. The Client agrees that in the case of Category A Free Zones all services within the service provision of EXPEDITEZONE will be routed through EXPEDITEZONE on a recurring and annual basis until termination of contract and de-registration of company and in the case of Category B Free Zones EXPEDITEZONE may be elected for provision of all services. EXPEDITEZONE reserves the right to refuse provision of services, within reason of both Category A and B Free Zones. Similarly, EXPEDITEZONE reserves the right of non-transfer of a direct relationship with Category A Free Zones and hence, termination or transfer will be charged at the current and updated deregistration fee. For the purposes of this Agreement Category A Free Zones are Creative City Media Free Zone Authority and SHAMS Media Free Zone. Category B Free Zones are all other Free Zones. These Categories will be updated from time to time and upon incorporation or renewal the Client may request to be updated with this information and the most recent update will be upheld whether or not the Client was aware at the time of the change.
2. The Client appoints EXPEDITEZONE its agent to transact on behalf of the company authorizes EXPEDITEZONE to administer the portal information on behalf of the company in jurisdictions where a portal service is available. Portal transactions include and are not limited to: incorporation; visa; amendment; renewal; cancellations and other transactions. Portal credentials will be stored securely and password protected by EXPEDITEZONE.
3. Any transactions performed on the portal will have prior written or oral consent from the client.
4. Should the client wish to administer the portal personally a fee of AED5,000 will be applicable for all Free Zones where such a portal service is available. Should the portal administration be relinquished to the Client or its representatives, EXPEDITEZONE is no longer accountable for any transactions on the portal, whether complete or not.
5. To enable EXPEDITEZONE at all times to contact the Client, the Client shall provide full details of and promptly inform EXPEDITEZONE of any changes to his usual residential address, telephone number, fax number and any email address in addition to any business or other contact address provided by the Client.
6. All instructions or requests for action shall be transmitted to EXPEDITEZONE by the Client in writing. EXPEDITEZONE may, at its discretion, agree to act on any request or instruction given otherwise than in writing but in either case EXPEDITEZONE shall not be liable in respect of any error or omission occasioned in processing such instruction or request particularly those arising from errors of transmission or misunderstanding.
7. Communications in relation to the administration of the Company, including annual invoices, may be sent by post, facsimile, email or by such other method as the Client shall authorize. All communications shall be deemed to have been properly communicated to the Client if sent to the postal address, facsimile address or email address notified to EXPEDITEZONE by the Client in accordance with this Agreement and all such communications shall be deemed to have been properly received by the Client seven (7) days after posting or transmitting such communication to the Client. It shall not be necessary for EXPEDITEZONE to provide proof of postage or transmission.
8. EXPEDITEZONE shall not be liable for any failure to comply wholly or in part with any instruction or request and shall not be responsible for non-receipt of instructions. The Client shall have no claim whatsoever again EXPEDITEZONE in respect of anything done or omitted to be done or in respect of any exercise of any discretion unless the same shall involve dishonesty.
9. The Client authorizes EXPEDITEZONE to provide any information or data relating to the Client or beneficial owners of the Company to the Authorities or other regulatory bodies if/when required by any local, federal or international law.
10. EXPEDITEZONE shall be entitled to retain commissions or retrocessions received from any third party or intermediary with whom arranges deals on behalf of the Client or Company or to whom EXPEDITEZONE introduces the Client or the Company. The Client accepts that any commission or retrocession received by EXPEDITEZONE shall not be used to settle any outstanding sums or set off any future sums due from the Client to EXPEDITEZONE.
11. The Client shall at all times hereafter indemnify and keep indemnified EXPEDITEZONE against all actions, suits, proceedings, claims, demands, costs, charges, expenses and consequences whatsoever which may be taken or instituted against EXPEDITEZONE or which may be incurred or become payable by EXPEDITEZONE by reason of or on account of:
1.EXPEDITEZONE having acted or declined to act on any instructions or
Otherwise pursuant to this Agreement;
2.EXPEDITEZONE, its associated companies, employees or representatives being liable directly and/or indirectly for breach of contract, negligence or any other liability arising under or in relation to this Agreement, unless such liability cannot be excluded under the laws of the United Arab Emirates;
3.EXPEDITEZONE’s failure to provide a Service for a reason outside of
4.any malfunction or delays associated with the provision of Services related to Trade Licenses and/or Residence Visas;
5.any failure, delay and/or inconsistency in providing any PRO services in the United Arab Emirates that are observed by any PRO, Authority and/or Government, including the event that any documents are misplaced or destroyed;
6.any changes in policy, processes, procedures, fees or requirements of the Authorities or the Government.
7.any delays, whether or not they result in fines, business loss or any other consequence, caused by security checks that are conducted at the sole discretion of the Authorities or the Government.
12. The provisions as stipulated in Clause C.7 shall continue to apply in full force and effect even after this Agreement has ended, or has otherwise been terminated or cancelled.
13. In its brochure and other materials EXPEDITEZONE provides information, inter alia, on company formation and other commercial matters. Such information does not purport to be legal or other professional advice and shall not be taken to constitute such advice or used or relied upon by the Client as such. The Client shall take his own independent advice on any matter relating to the Company and any Services provided by EXPEDITEZONE that may affect or concern the Client and his personal affairs and shall not rely upon any representations (whether oral, written, expressed, implied or otherwise) made by EXPEDITEZONE, its employees, agents or representatives.
14. EXPEDITEZONE has internal anti-bribery procedures and a zero-tolerance approach to bribery and related acts and offences and reserves the right to terminate this Agreement if EXPEDITEZONE suspects that any bribery or bribery related offences are being committed or about to be committed by the Client or by any persons associated with the Client.
15. To satisfy EXPEDITEZONE’s due diligence requirements, upon request the Client shall provide EXPEDITEZONE with whatever information EXPEDITEZONE may reasonably require about the background of the Client and beneficial owners of the Company, source of funds and/or the dealings and the business of the Company. The Client shall notify EXPEDITEZONE of any changes to such information and shall not change or permit any change to the beneficial ownership of the Company without giving prior notice of the proposed change to EXPEDITEZONE in writing.
16. In the event that EXPEDITEZONE is not willing or able to provide Services due to the Client’s failure or inability to satisfy EXPEDITEZONE’s due diligence requirements or for other reasons beyond EXPEDITEZONE’s control, EXPEDITEZONE shall be entitled to be paid for work undertaken on a time-spent basis at the applicable rates with respect to the same.
17. EXPEDITEZONE shall be entitled to amend these Terms & Conditions and associated Fees and price lists from time to time provided that EXPEDITEZONE shall give notice where possible to Clients before such amendments shall take effect. All notices shall be deemed to have been given to the Clients, if such notices are published on EXPEDITEZONE’s website and/or if the Clients have been informed by post, facsimile, email, in person or verbally, but not limited to, over the phone.
18. The Client acknowledges that this Agreement contains the whole Agreement between EXPEDITEZONE and the Client. Any oral representations are specifically excluded unless the same are agreed in writing between EXPEDITEZONE and the Client.
19. This Agreement shall be governed by the laws of the United Arab Emirates. Any dispute in relation to the validity, interpretation or application of the provisions of this Agreement shall be finally and
conclusively resolved by arbitration under the DIFC Rules and Procedures of Arbitration. The venue of arbitration shall be in Dubai, United Arab Emirates and the language of arbitration shall be English. The arbitration shall be conducted by three (3) arbitrators who shall be selected by the Chairman of the DIFC from amongst the Resident Partners of the top five (5) International Law Firms practicing in the United Arab Emirates.
20. Notwithstanding the provisions of C.15 hereinabove, EXPEDITEZONE hereby reserves the right to commence proceedings and/or to commence and/or enforce execution proceedings against the Client and/or the Company in DIFC and/or any other court/competent jurisdiction that EXPEDITEZONE LLC may elect and consider appropriate.
21. Each provision of these Terms and Conditions is severable and distinct from the others and if any provision is, or at any time becomes, to any extent or in any circumstances invalid, illegal or unenforceable for any reason that provision shall to that extent be deemed not to form part of these Terms and Conditions but the validity, legality and enforceability of the remaining parts of these Terms and Conditions shall not be thereby affected or impaired, and every provision of these Terms and Conditions shall be and remain valid and enforceable to the fullest extent permitted by the laws of the United Arab Emirates.
D. REFERRAL TERMS
1. A ‘Referrer’ is an individual making an introduction of a prospective Client
2. A ‘Referee’ is the individual/body being introduced with such intention that
they should become a Client.
3. A ‘Referral’ is the introduction of such an individual/body to EXPEDITEZONE and must contain the referee party’s details such as full name(s), email address(es) and contact number(s) as well as the full bank details of the referrer.
4. Only Referrals resulting from an introduction made directly to a company formation specialist or an email to email@example.com or via our webpage https://www.exz.ae will be entertained and considered as Referrals. Any Referrals made in retrospect will not be deemed payable should the correct and approved channels not have been used as a method of Referral.
5. Referee details must be received by EXPEDITEZONE by the Referrer in advance of the Referee contacting EXPEDITEZONE.
6. The reward for a successful Referral is up to AED2,000. This reward shall only be deemed payable within two (02) calendar months after such time that the Referee has completed and successfully submit their license& visa application and all payments in relation to that license application have been received by EXPEDITEZONE.
7. For the avoidance of doubt the Referrer shall be responsible for all taxes, levies and fees chargeable by any government, authority or other legislative body which are due to payment of the Fee.
8. EXPEDITEZONE reserves the right to delay or demand further evidence at its sole discretion.
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