Terms and Conditions
General Business Conditions
Scope of General Business Conditions
The Services Contract, these general business conditions (GBCs), the Services & Costs Appendix, and the Compliance Forms (collectively referred to as “Full Agreement”) regulate the business relations between “Freezoner” Limited (Dubai Branch) (henceforth ““Freezoner””) and _____________________, the client. These GBCs shall be applicable for all services provided by “Freezoner” or by any of its affiliated entities. These conditions will be an integral part of any agreement between “Freezoner” and the client.
2. Declaration for Anti-Money Laundering purposes
The client declares that he/she did not receive his/her assets or part of his/her assets, through money laundering, drug dealing or other activities that are punishable by law in the UAE.
The client confirms that he/she is solvent, and that he/she has obtained or will obtain competent independent tax and legal advice from his/her home jurisdiction to determine whether any taxes are due from his/her international activities managed by “Freezoner” and that he/she will be fully responsible for any of those tax obligations in his/her home jurisdiction now and in the future. The client hereby discharges “Freezoner” of any responsibility in this sense.
The client hereby agrees to submit all required information and documents to the compliance officer of “Freezoner”, as per clause 9 of these GBCs.
3. Services provided by “Freezoner”
“Freezoner” shall provide the services contained and agreed upon in the Services and Costs Appendix. Any change in the provided services needs to be agreed upon in a new written Agreement between “Freezoner” and the client.
Unless established otherwise in writing, if there is more than one client, decisions and instructions have to be unanimous. In such a case, all provisions of the Full Agreement shall be equally binding for all clients.
“Freezoner” is authorized to involve “Freezoner”’s employees, and employees of its affiliated companies or entities, and/or domestic and foreign consultants such as accountants, lawyers, tax advisors, risk and compliance professionals, asset managers, corporate advisors, and other experts whenever this may be considered necessary for providing adequate service to the client.
In carrying out its services, “Freezoner” shall act with all necessary diligence, following the present Full Agreement.
For the services agreed in the Services and Costs Appendix, the client agrees to pay the fees detailed therein.
Unless established otherwise, third-party fees will be billed separately at least once per ending contractual year or upon completion of the agreed service, and shall include formal advice by third parties, translations, and any other relevant third party cost. The client can at any time request details on the invoiced fees.
Special services or requests for assistance from third parties that by their importance, cost, or nature are considered extraordinary by “Freezoner” shall be subject to a special fee agreement.
The fees shall be paid to “Freezoner”, in the amounts, periods, and accounts detailed in the Services and Costs Appendix and in the invoices issued by “Freezoner”.
All fees and expenses payable pursuant to this Agreement must be paid together with value added tax or any similar tax (if any) properly chargeable thereon in any jurisdiction. Any value added tax chargeable in respect of any services supplied under or pursuant to this Agreement shall, on delivery of the value added tax invoice, be paid in addition to and exclusive of any sum agreed to be paid under for the services as detailed the Services and Costs Appendix.
5. Communication and notifications
Unless otherwise agreed or provided in these GBCs, all notices, instructions and other communications sent or given by “Freezoner” to the client or vice versa under or in connection with their business relations will be done preferably in writing, although both parties may convene on a different practice. The possible damages by the use of postal services, fax, telephone, email and other means of notification are hereby waived by the client as long as “Freezoner” operates with proper diligence.
Official notifications or communications, communications which may have legal effects or consequences, or communications which may be legally binding, shall always be delivered (i) in hand with confirmation of reception, (ii) sent by courier, or (iii) faxed, in such a way as to ascertain the reception of said communication by the client or by “Freezoner”. Such a communication shall only be deemed to have been duly sent upon actual receipt by the client or by “Freezoner”.
Any other notice, instruction or other communication sent or given by “Freezoner” will be deemed to have been duly sent or given upon the earlier of (i) actual receipt by the client or (ii) the time specified below, as applicable:
(a) if delivered in person, whenever left at the address provided in the Services Contract, or any other address subsequently provided in writing;
(b) if sent or given by first class post or overnight courier, in the ordinary course of the post or such overnight courier and in any event on the next day (or the third day in the case of international air mail) after posting (excluding Sundays and public holidays); and
(c) if sent or given by e-mail, whenever “Freezoner” receives an e-mail from the account to where the message was sent, in reply or otherwise, as long as no “not sent” or “not received” message is received from the relevant e-mail provider.
If there are two or more clients, “Freezoner” shall endeavour to notify them all, but the notification shall be deemed to have been duly sent upon reception of one of them in accordance with the previous paragraph.
Any notice, instruction or other communication sent by the client to “Freezoner” will be deemed to have been duly sent or given upon actual receipt by “Freezoner”.
Notifications foreseen in these GBCs for modification of a clause, assignment or termination of this Agreement (clauses 14, 15 and 18) shall always be sent by e-mail, faxed or mailed at least 1 month before the change or termination becomes effective, in such a way as to ascertain the reception of said communication by the client or by “Freezoner”.
“Freezoner” will act with due diligence in trying to contact the client in these cases, but it is the responsibility of the client to provide adequate and accurate contact information for this to be possible. “Freezoner” will not be liable in any cases if due efforts to contact the client have been made.
In cases of exceptional need, “Freezoner” may effect any of the changes detailed above immediately, notifying the client as soon as possible.
The client may use e-mail to communicate with “Freezoner”, although he/she takes note that it is relatively easy to simulate the identity of an information sender, and therefore undertakes to employ the utmost care and diligence in preventing hackings and keeping his/her computer secure with the latest protective software. The client shall furthermore inform “Freezoner” if he/she detects any indication that unauthorised third parties could misuse or be misusing so as to block the e-mail communication channel.
The client shall bear all the risks and consequences that arise as a result of the manipulation, misuse or hacking of an e-mail address of the sender.
“Freezoner” excludes all liability for damage which the principal or third parties incur as a result of transmission errors, technical faults, interruptions, illegal hacking into network facilities, network overloads, wilful blocking of electronic access by third parties or any other short-comings or problems on the part of network providers.
6. Powers of attorney and authorised third persons
“Freezoner”, its employees and the executive body of Freezoner are authorized to request to preview any Power of Attorney made by the client in favour of a duly authorized third person. A Power of Attorney will be considered as legally valid only when the details of the authorized person as well as the purpose of the Power of Attorney are explicitly included.
“Freezoner” may refuse to accept a power of attorney if there is a reasonable doubt about its authenticity, if there is suspicion of misuse by the authorised person, or if there is a clear conflict of interest between the authorised person and the client. This applies to all kinds of powers of attorney, whether oral or in writing, general or specific, legalised or non-legalised.
In order to verify the authenticity of a power of attorney, “Freezoner” may request any relevant original document and may conduct appropriate investigations.
“Freezoner” may furthermore request an independent medical certificate in exceptional cases, if it considers that the legal capacity of either the client, the authorised person, or both, may be questioned.
7. Power of Attorney to “Freezoner”
If indispensable for carrying out the agreed services, “Freezoner” may request a duly notarised power of attorney from the client to any of “Freezoner” ’s employees or affiliates authorising “Freezoner” to carry out said services. These activities may include, but are not limited to: acting on behalf of the client before any UAE public authorities, signing private and official documents, launching a case before the police or the Courts, appointing arbitrators, and any other considered necessary. “Freezoner” may refuse to take any action before receiving such a power of attorney.
8. Necessary documents
The client undertakes to promptly provide “Freezoner” with all requested information and original documents and/or certified copies so as to allow “Freezoner” to provide the agreed services and to comply with regulatory requirements.
These may include, but are not limited to: powers of attorney, passports, visas, articles of association for corporations, notarised documents, trade licences, contracts or agreements, etc. “Freezoner” shall provide the client with written receipt of any original documents that may be handed over.
Whenever the services are fulfilled or the Full Agreement is terminated, “Freezoner” shall return all original documents to the client at his/her request. “Freezoner” will at all times comply with Data Protection legislation when handling documents provided by the client, as per clause 12 of the GBCs.
9. Liability and indemnity
“Freezoner” will not be liable, in line with the present clause, for any delays in the performance of its duties that may be attributable to the client or to third parties, including official Authorities, banks, or any other.
The client is obliged to compensate “Freezoner” for damages incurred as a result of the performance of its obligations under this contract including all damages, losses, fines, costs, amounts paid in settlement, expenses and legal fees unless he/she proves that “Freezoner” has breached its duties of good faith or due care. Neither “Freezoner” , its employees nor the executive body of Freezoner or its integrating members are liable for actions taken by external third parties. Damages resulting from insufficient legitimation and forgery, wrongdoing, negligence of the client or third parties, false, inaccurate, or invalid information or documents, and consequential damages are liabilities to be borne by the client.
The client agrees to indemnify and hold harmless “Freezoner” and all its agents, associates, employees or any such connected persons or parties, from any and all forms of liability, including legal, regulatory and administrative liability, whether criminal or civil, resulting from or relating to the discharge of any representation or fiduciary services arising from the performance of obligations under the contract.
10. Safekeeping and Data Protection
“Freezoner” commits to store all documents that relate to this contract for a period of 7 years. “Freezoner” may store the documents either in physical form or electronically. Physical form shall include but be not limited to hard copy of the documents including correspondence, fax messages, memoranda, reports, photographs, plans, diaries and board minutes, while electronically stored information (“ESI”) shall include but not limited to e-mails and data held in data bases, anything upon which information of any description is recorded and will include sound files, electronic personal organizers, file servers and back-up tapes and hard drives, metadata attached to each data (i.e. the history of the document itself, original author, creation date, copy and blind copy recipients). “Freezoner” may keep only a scanned electronic version of physical documents, which will be considered authentic for the purposes of safekeeping.
In handling and processing the client’s data and sensitive data, “Freezoner” shall comply with all relevant UAE legislation to ensure data is processed fairly, lawfully and securely while ensuring the client’s right to access, rectification, erasure or blocking of personal data, as per existing UAE legislation.
In connection with the business relationship contemplated by this Agreement, each party may receive or have access to commercially valuable technical and non-technical confidential or proprietary information of the other party, including information in whatever form, relating to the business of such
party as well as details, facts and information on the pending case that is not generally known or available to others, including source code
and documentation for software, trade secrets, know how, customer lists, pricing strategies, marketing and business plans, information concerning a party’s vendors, and such party’s contemplated plans, strategies and prospects ("Confidential Information"). Each party acknowledges and agrees that any Confidential Information
received or obtained from the other party will be the sole and exclusive property of the other party and may not be used, disseminated or disclosed except as may be necessary to perform the obligations required under this Agreement or as may be required by law. If disclosure is required by law, the party required to disclose Confidential Information shall reasonably cooperate with the other party (at the other party’s request and expense) so that the other party may preserve the confidentiality of the Confidential Information to the extent reasonably possible.
12. Conflicts of Interest
“Freezoner” will endeavour to prevent all conflicts of interest in connection to this business relation, and shall take all necessary measures to manage these conflicts if they arise, including refusing or suspending service to third parties, organizational divisions, and any other means that may be deemed necessary.
13. Modification of the Agreement
“Freezoner” may alter any element of the GBCs at any time. The client will be given notice and the alterations will become effective as per clause 5 of the GBCs. The client can within this period appeal these alterations. If no objections are raised during this period the modifications shall be deemed accepted.
The provisions of the Engagement Contract, of the Service Description, or of the Service and Rate Agreement may only be modified in writing with the consent of both Parties. The present clause must also be modified in writing.
In exceptional circumstances “Freezoner” may assign the Full Agreement (The Services Contract, GBCs, the Services & Costs Appendix, and the Compliance Forms) to a third party capable of adequately fulfilling the services included within it. “Freezoner” will notify the client as per clause 5 of the GBCs; the client will have the choice to accept the Assignment or to terminate the contract. If no response is received by “Freezoner” within the period established in the said clause, of the client having received “Freezoner” ’s notification the Assignment will be deemed accepted
15. Force Majeure
Neither Party shall be deemed to be in breach of this Agreement or otherwise be liable to the other Party by reason of any delay in performance or non-performance of any of its obligations under this Agreement to the extent that such delay or non-performance is due to any event of Force Majeure and/or in the event that such delay or failure or non-performance has been caused by strikes, lockouts or similar disagreements between either Party and its labor force, acts of governmental authorities, fires, riots or any similar cause or causes beyond either Parties’ control.
In the event of a Force Majeure the Party affected thereby shall notify the other Party without undue delay. If the event of Force Majeure continues for a period of more than 3 (three) consecutive months, the Parties shall enter into bona fide discussions with a view to alleviating its effects or to agreeing upon such alternative arrangements as may be fair and reasonable under the prevailing circumstances.
The invalidity or unenforceability of any provision of this agreement shall not affect the validity or enforceability of the remaining provisions hereof. This agreement shall be construed as if not containing the provision(s) held invalid or unenforceable and the remaining provisions of this agreement shall remain in full force and effect.
17. Termination of Contract
The client and “Freezoner” may, at any point, terminate this contract without reason after service of written notice to the other party as per clause 5 of these GBCs. This termination shall however not relieve any party from any obligations accrued prior to the termination or relieve any party in default from liability for any breach of the Full Agreement.
In case of the termination of this contract at the request of the client, “Freezoner” is authorized to keep whichever yearly fees have been agreed for the ongoing contractual year and the performance fees for services rendered before receiving the notification of termination. If the contract is terminated by “Freezoner”, it shall return the yearly fees to the client for the part of the year that remains, on a pro-rata basis.
18. Applicable Law and Jurisdiction
This Agreement, and all transactions contemplated hereby, shall be governed by, construed and enforced in accordance with the law of the UAE. Disputes arising from this Agreement and its side agreements will exclusively be dealt with by the Courts of the Emirate of Dubai.