Terms and Conditions for the Provision of Corporate Services provided by Octa Consult FZCO (“Terms”).

These Terms and Conditions replace all prior agreements between the Company and Octa Consult (FZCO) regarding the provision of Corporate Services. They establish the complete Agreement and understanding between the Parties concerning its subject matter.

Your continuing instructions will amount to Your acceptance of these Terms, and the appointment of Octa Consult (FZCO) as Your Corporate Services provider, in respect of the Services for which we providing to You or the Company.

Octa Consult (FZCO) retains the right, at its sole discretion, to amend or replace these Terms at any time. If a revision is deemed material, Octa Consult (FZCO) will make reasonable efforts to notify you at least 30 (thirty) days in advance before the new terms come into effect. The determination of what constitutes a material change will be made solely by Octa Consult (FZCO).

Our Terms and Conditions were last updated on 30 June 2024.

Definitions

For the purposes of these Terms and Conditions:

“Articles” means the memorandum and articles of association of the Entity as in effect from time to time.

“Agreement” means this Agreement or Service Agreement and any other documents included by reference, as each may be amended from time to time in accordance with the terms of the Agreement.

“Business Day” means any day which is not a Saturday, a Sunday, or a public holiday in the United Arab Emirates on which banks are open for non-automated business.

“Company” (referred to as either “Company”, “Your”, or “You” in this Agreement) means the company which has requested, directly or indirectly, that Octa Consult FZCO provide Corporate Services and which Octa Consult FZCO has agreed to provide under these Terms.

“Commercial License” means any license granted to the Company indicating the Company has the Government’s approval to operate.

“Country” refers to United Arab Emirates.

“Content” refers to content such as text, images, documents, or other information posted, uploaded, linked to or otherwise made available by You or the Company, regardless of the form of that content.

“Corporate Services” (referred to as either “Corporate Services”, “Services”, “We” “Us” or “Our” in this Agreement) means the Services set forth in the Agreement or the Services Agreement which are applicable to the Company.

“Device” means any device that can access the Website such as a computer, phone or a digital tablet.

“Entity” means a company, trust, partnership or other legal entity or structure established and / or administered by Octa Consult FZCO at the request of the Company (as hereinafter defined).

“Parties” means any parties to this Agreement or Service Agreement. Party means any party to this Agreement or Service Agreement.

“Terms and Conditions” (also referred as “Terms“) mean these Terms and Conditions that form the entire Agreement between the Company and Octa Consult FZCO.

“Website” refers to https://www.octaconsult.com.

General

• Customers using the website who are under the age of 18 shall not register as a User of the website and shall not transact on or use the website.
• United Arab of Emirates is our country of domicile and stipulate that the governing law is the local law. All disputes arising in connection therewith shall be heard only by a court of competent jurisdiction in United Arab Emirates.
• The Card holder must retain a copy of transaction records and Merchant policies and rules.
• Visa or MasterCard debit and credit cards in USD, AED, EURO will be accepted for payment.
• We will not trade with or provide any services to OFAC (Office of Foreign Assets Control) and sanctioned countries in accordance with the law of UAE.
• User is responsible for maintaining the confidentiality of his account.

Acknowledgement

1. Access to and use of the Services also requires your acceptance of and compliance with Octa Consult (FZCO)’s Terms and Conditions and Privacy Policy (https://www.octaconsult.com/privacy-policy/).
2. Unless otherwise instructed in writing, we may communicate via the internet or other electronic means. While we take reasonable measures to ensure the security and confidentiality of transmitted information, we cannot guarantee it. We check all correspondence for viruses but cannot guarantee virus-free email transmissions.
3. You confirm that you are over 18 years old. Octa Consult (FZCO) does not offer Services to individuals under 18.
4. Access to the Services is contingent upon acceptance of and adherence to these Terms and Conditions, which apply to all Parties using the Services.
5. These Terms and Conditions govern the Services and the Agreement between the Company and Octa Consult (FZCO), outlining the rights and obligations of all Parties involved.
6. It is your responsibility to promptly provide complete and accurate instructions and all necessary information, and to comply with any reasonable requests made to you or your representatives under this Agreement. We are not liable for any direct or indirect consequences or losses arising from delays or failures on your part, which may also incur additional fees.
7. You are responsible for any commercial decisions you make, considering the limitations of our Services and other relevant factors known to you or your representatives outside of our Services.
8. Octa Consult (FZCO) relies on the accuracy of information provided by the Company or others on your behalf. We typically do not verify this information and will rely on it when providing Corporate Services.

Governing Law

The contract shall be governed by the independent law of Dubai, United Arab Emirates. In any arbitration initiated under this clause, the legal place of arbitration shall be the Dubai International Financial Centre (Dubai, United Arab Emirates).

Intellectual Property

The Services and their original content (excluding Content provided by You or other users), features, and functionality are and will remain the exclusive property of Octa Consult (FZCO) and its licensors. The Services are protected by copyright, trademark, and other laws of both the Country and foreign countries.

If You are a copyright owner or authorized representative and believe that copyrighted work has been copied in a way that constitutes infringement through the Services, You must submit a written notice via email to [email protected] with a detailed description of the alleged infringement. You may be liable for damages (including costs and legal fees) if You falsely claim that any Content infringes on Your copyright.

Confidentiality

We confirm that, except as required by law, a court of competent jurisdiction, or other governmental or regulatory authorities, we shall always keep confidential any information you provide to us. You agree that we will sufficiently comply with our duty of confidentiality by taking steps we, in good faith, deem necessary to protect the information from misuse both during and after the termination of these Terms.

Indemnity

You agree to indemnify and hold Octa Consult FZCO, its subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of or relating to your use of www.octaconsult.com, including also your use of the website to provide a link to another website or to upload content or other information to the website, or your breach of the Terms of Use.

External Links

Our Website may contain links to third-party websites or services that are not owned or controlled by Octa Consult (FZCO). Octa Consult (FZCO) has no control over and assumes no responsibility for the content, privacy policies, or practices of any third-party websites or services. You acknowledge and agree that Octa Consult (FZCO) shall not be liable, directly or indirectly, for any damages or consequential losses caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such websites or services. We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services that you visit.

Termination of Service

Octa Consult (FZCO) may, at its sole discretion, decline to accept customers or provide Services to any person(s) involved with prohibited or restricted goods and illegal activities, without prior notice or liability, for any reason.

If You become a prohibited person, engage in illegal activities, or the Entity engages in illegal activities or requests pre-approval(s) without obtaining Octa Consult (FZCO)’s prior written consent, Octa Consult (FZCO) may immediately terminate the Services or take any actions under the Agreement.

Octa Consult (FZCO) may cease to provide Services by giving the Company 30 days’ advance written notice. We reserve the right to terminate or cease Services immediately, with written notice, whether before or after commencing any Services or obligations hereunder. We may terminate or suspend Services immediately, without prior notice or liability, for any reason, including if the Company breaches these Terms and Conditions.

If the Company intends to discontinue the Services, it must provide Octa Consult (FZCO) with at least 60 days’ advance written notice. If the Company wishes to change the Corporate Services provider 60 days before the Commercial License renewal, the change will not be considered until the Commercial License is successfully renewed. Octa Consult (FZCO) will not transfer the Entity until all outstanding fees, including government fees, duties, taxes, penalties, third-party disbursements, and Octa Consult (FZCO) transfer or termination fees, are paid in full.

If Octa Consult (FZCO) is terminated as the Corporate Services provider, a No-Objection Certificate (NOC) must be requested from Octa Consult (FZCO), with the cost communicated to the Company based on the existing Services cost at the time of the termination request. The Company agrees that any complimentary or active services will immediately cease upon receiving the NOC.

Tax

Octa Consult (FZCO) does not offer legal or taxation advice in any jurisdiction regarding the provision of its Services. Therefore, it is imperative that the Company seeks appropriate tax advice from independent and qualified professional tax advisers at all times.

Octa Consult (FZCO) assumes no responsibility for any direct or indirect losses, including statutory interest or penalties, legal fees, or other professional fees, which may result from taxation-related issues arising from the delivery of its Services.

Terms of Payment

Octa Consult (FZCO) will not provide Services until all fees and disbursements related to the provision of the Services for the Entity have been received in full. The legal ownership of any Commercial License or Entity shall not transfer to the Company until all monies required to cover any fees or expenses, including government duties, taxes, or penalties, have been received in full by Octa Consult (FZCO).

The Company irrevocably authorizes Octa Consult (FZCO) to withdraw from any sums held on any account managed by Octa Consult (FZCO) or otherwise held by us on behalf of the Company and/or the Entity, any monies required to cover any fees or expenses, including government fees, duties, taxes, or penalties, payable to or by Octa Consult (FZCO) or the Entity.

If outstanding fees for Services remain unpaid for more than 90 days, Octa Consult (FZCO) may immediately terminate the Services at its discretion. In such circumstances, Octa Consult (FZCO) reserves the right to terminate the Terms and Conditions without further obligation, except for any continuing covenant, obligation, or undertaking given by the Company or on behalf of the Company to Octa Consult (FZCO).

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

If the Company makes a partial payment to Octa Consult (FZCO) for any invoice raised, Octa Consult (FZCO) reserves the right to apply any monies received first to cover its fees for Services and only thereafter to pay any government fees, duties, taxes, penalties, or other payments to third parties.

The payment confirmation process entails that upon successful completion of the payment, the customer will receive confirmation of the transaction via email. The delivery of the payment confirmation will occur within a period not exceeding 24 hours from the moment the payment is acknowledged by our system. Customers are advised to ensure that their contact details are current and accurate to facilitate the timely and secure receipt of this confirmation.

Refund and Cancellation

Octa Consult (FZCO), acting as your Corporate Services provider, executes required Services based on your explicit instructions.

Once payment for requested Services is received, these funds are immediately allocated to corporate registries, government bodies, and relevant agencies concerning the Entity.

Customers may cancel their order within 3 hours of payment, which is the time needed for us to process and forward requests to government and third-party providers. Refunds, when applicable, will be processed back to the original payment method used by the customer. Please note that the refund process may take up to 90 days to complete.

After this period, Octa Consult (FZCO) does not offer refunds under any circumstances. Once a Service is requested and paid for, the transaction is considered final. This policy emphasizes that no entitlement to refunds or money-back guarantees exists for any service, regardless of the circumstances.

Annual Audits

As the Corporate Services provider to the Company and/or the Entity, Octa Consult (FZCO)’s annual obligation includes conducting comprehensive audits related to the Entity to ensure compliance with government authorities and applicable laws. These audits will accurately reflect the status of your KYC (Know Your Customer) and AML (Anti-Money Laundering) submissions, which are mandatory under Federal Decree-law No. (20) of 2018.

The cost of these Services will apply upon the renewal of the Commercial License for the Entity.

Your Feedback

You assign all rights, title, and interest in any Feedback You provide to Octa Consult (FZCO). If for any reason such assignment is ineffective, You agree to grant Octa Consult (FZCO) a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use, reproduce, disclose, sub-license, distribute, modify, and exploit such Feedback without restriction.

AML – Anti-Money Laundering Regulations

To comply with KYC (Know Your Customer) and AML (Anti-Money Laundering) Regulations, where applicable, you may be required to provide specific identification and related documentation as soon as reasonably possible, considering the circumstances of each case.

However, regardless of this requirement, it remains your responsibility under the Agreement to promptly provide us with complete and accurate instructions, along with all necessary information, and to fulfill any other reasonable requests made to you or those under your control. Octa Consult (FZCO) shall not be held accountable for any direct or indirect consequential losses resulting from any delay or failure on your part.

We rely on the accuracy of information provided by you or on your behalf. While we typically do not verify or cross-check information provided by you, you acknowledge that we are entitled to rely on such information when performing our Services.

Octa Consult (FZCO) reserves the right, at its sole discretion, to reject any due diligence information or documentation previously provided by the Company.

Limitation of Liability

The Company acknowledges that Octa Consult (FZCO) acts as a third-party intermediary with corporate registries, government authorities, and agencies involved in the incorporation or re-domiciliation of any Entity. Therefore, the completion of Entity formation services, domiciliation, renewals, and related ancillary services is considered fulfilled upon the preparation and submission of applications to the relevant authorities. Octa Consult (FZCO) cannot be held liable for unsuccessful applications or decisions enforced by these entities.

In providing these Services, Octa Consult (FZCO) commits to exercising reasonable skill, care, and diligence expected of a qualified and competent Corporate Services provider experienced in similar Services. To the fullest extent permitted by applicable law, Octa Consult (FZCO), on its own behalf and on behalf of its affiliates, licensors, and service providers, expressly disclaims all warranties, whether express, implied, statutory, or otherwise. This includes warranties of merchantability, fitness for a particular purpose, title, non-infringement, and those arising from course of dealing, course of performance, usage, or trade practice.

Without limiting the foregoing disclaimer, Octa Consult (FZCO) and its providers do not warrant:

1. the operation or availability of the Services, or the accuracy, reliability, or currency of information, content, and materials or products provided through the Services;
2. that the Services will be uninterrupted or error-free.

You agree not to bring any claim against Octa Consult (FZCO) employees personally. This clause is entered into by Octa Consult (FZCO) for itself and as agent and trustee for each employee, with absolute discretion as to enforcing this clause on behalf of its employees.

Regardless of other terms in this Agreement, if the Company is denied eligibility for residency visa(s) or commercial bank account opening upon initial Entity incorporation, Octa Consult (FZCO) shall not be liable for unsuccessful applications or decisions made by corporate registries, government authorities, agencies, or third parties.

Disputes Resolution

If any dispute, claim, controversy, or difference (collectively referred to as “Dispute”) arises between the Parties out of or in connection with the Agreement, including any question regarding its existence, validity, interpretation, or termination, the Parties will first attempt to settle it through mediation.

If a Dispute is not resolved within thirty 30 days after a Party has made a written request for mediation in accordance with the Mediation Rules, or if either Party fails to participate or ceases to participate in the mediation within thirty 30 days after a Request has been made, then the Parties agree that the Dispute shall be finally determined by arbitration. The arbitration shall be conducted in accordance with the Arbitration Rules of the DIFC‐LCIA Arbitration Centre (Arbitration Rules), which are incorporated by reference into this clause. The arbitration shall be administered by one (1) arbitrator, appointed in accordance with the Arbitration Rules. The seat or legal place of arbitration shall be the Dubai International Financial Centre. All arbitration proceedings and the award shall be conducted and written in the English language.