“Client” means the owner or owners of the Company or Person or Persons authorized by the owner(s) who have requested Merritt to provide Services to the owner(s) or authorized person(s) of the company and in the case of more than one owner or person mean such owners or persons jointly and severally.
“Client’s Appointees” means any and all persons who may from time to time be nominated, appointed or act as director, alternate director, secretary, manager, partner, trustee, protector, bank signatory, other officer, grantee of a power of attorney, administrator, registered agent, or provider of a registered office, address for legal service, or registered shareholder of the Company.
“Merritt” means Merritt Middle East DMCC and all companies member of the Merritt Network.
“Company” means any company, trust, foundation or other legally recognized structure established and/or administered by Merritt.
“Person” means any human, firm, company or other body incorporated or unincorporated.
“Services” means, but are not limited to, company formation, management, administration, registered agent, company secretarial, nominee directors or shareholders, bank or brokerage introductions, trustee, advisory and other related services provided by Merritt to Client’s Company.
II. BUSINESS ACTIVITIES
A. Merritt reserves the right to discontinue providing Services and ceasing to act without notice for any Client if any Client is or becomes an Excluded Person or engages in any illegal or barred activity. An Excluded Person includes those who have been imprisoned or found guilty of any criminal offence; Persons who have been proven to have acted in a fraudulent or dishonest manner in any civil proceedings; and Persons who have acted in any manner displaying moral turpitude. Illegal or barred activities include illegal or other activities related to money laundering, receiving the proceeds of drug trafficking, terrorist activities or criminal activities or trading with such countries which have been excluded by banks and financial institutions from time to time. Companies incorporated must not be used to setup relations with entities or persons under sanctions, or to facilitate directly or indirectly the circumvention of said sanctions.
B. Business activities not approved by Merritt include, but are not limited to, industrial espionage, trading in arms and weapons, human beings, human or animal organs, biological substances or nuclear materials, pornography, gaming and any other purpose which is illegal under the laws of any place of incorporation or establishment of the Company or place in which it carries on business or other purposes deemed unacceptable to Merritt.
III. FEES AND DIRECT COSTS
A. Client undertakes to make payment of the negotiated and agreed Fees for Services charged by Merritt or of any of its related company upon Client receiving an invoice from Merritt for the same. Fees are as stated in Merritt’s published Fee Schedule, which is subject to change from time to time.
B. Client undertakes to pay Merritt in advance all costs, government duties, license fees or government fees of any nature relating to the Company. Merritt will not be liable for any penalties, fines or other liabilities incurred by the Client or by the Company, and the Client accepts full responsibility to pay these and indemnify Merritt against any liability in respect of the same.
C. In the event Client fails to settle immediately the invoices issued by Merritt, then Client authorizes Merritt to deduct the Fees, Direct Costs and other fees from any account or funds under the control of Merritt that belong to the Client.
D. If Client does not require the Services provided by Merritt, then Client shall advise Merritt accordingly within thirty days of receipt of Merritt’s quotation for the forthcoming year’s Services. If Client fails to notify Merritt within the relevant thirty days, then Client shall be deemed to have agreed to pay Merritt’s invoice for the Services in full. If Client asks for a NOC to appoint a new agent, Client shall submit the License of the new agent in order for Merritt to prepare the NOC. NOC can only be issued if the new agent is a “Corporate Service Provider” as stated on its License.
E. Merritt reserves the right not to provide Services or to act on Client’s instructions. If Merritt ceases to provide Services or ceases to act for any reason whatever, Merritt will refund monies paid for the same, except disbursements already paid as government duties, license fees or government fees.
IV. DIRECTORS, OFFICERS AND REGISTERED OFFICE
A. No reference shall be made to the registered office address(es) and correspondence address(es) provided by Merritt to Client’s Company in any marketing or corporate materials, advertisements or public announcements without the specific written consent of Merritt.
B. Merritt or the registered agent in the relevant jurisdiction may move their offices to another location and such a move may require changing of the registered office address(es) of the Company. Merritt undertakes to give Client as much advance notice as possible of any such move, but it will not accept responsibility for any costs incurred by the Client as a result thereof.
V. CLIENT’S RESPONSIBILITIES
A. Client shall provide Merritt with a copy of his/her passport and utility bill for Merritt’s records. Merritt shall retain the copy of Client’s passport in strict confidence unless required to disclose the same to a bank or brokerage firm to open an account or by a competent court of law or otherwise instructed by the Client.
B. Client shall provide Merritt with updated contact details and instructions regarding restrictions on communication matters.
C. Client shall not involve the Company in any unlawful act or undertaking as the same may be defined in various jurisdictions in which Client’s Company does business. It shall be Client’s sole responsibility to determine whether any such acts or undertakings are unlawful. Merritt shall not be responsible for any unlawful act or undertaking in which the Client or Client’s Company has been engaged.
D. Client shall ensure that he has checked his situation in his home tax country and shall not commit any offense or fraud. Tax evasion is the illegal practice of not paying taxes, by not reporting income, reporting expenses not legally allowed, or by not paying taxes owed. Merritt expressly disclaims any liability about Client not reporting tax in his home country.
E. Client shall ensure that the Company has sufficient funds to meet its commitments to Merritt and other third party suppliers of services and/or products in a timely manner. Merritt shall not be responsible for financial commitments of Client’s Company.
F. Merritt expressly disclaims any liability to the Client, the Company, and any third parties for any damage or loss to the Client, the Company or any other Person arising out of the use of the Company and/or Services by the Client or any other Person.
G. Client shall indemnify and hold harmless Merritt, its affiliates and their directors, officers, employees and agents from and against all claims, actions, costs (including legal) and liabilities arising out of or relating to these Service Terms and the Services provided to the Company.
Merritt will not divulge to any third party any information concerning the Company, its Owners, its Directors and Shareholders, without the prior consent of the Owner. This clause is inapplicable when Merritt is compelled by law to disclose such information.
VII. GENERAL PROVISIONS
A. All instructions or requests concerning the affairs of the Company shall be given by the Client in writing to Merritt. Merritt may, at its sole discretion, agree to take action on any request or instruction given otherwise than in writing only on the express understanding that Merritt shall not be liable in respect of any misunderstanding or error regarding the same.
B. All communications in relation to the administration of the Company shall be deemed to have been properly communicated to the Client if sent to the postal address, email address or facsimile as notified to Merritt by the Client.
C. Merritt shall not be liable for any failure to comply wholly or in part with any instructions received from the Client and shall not be responsible for consequences arising from non-receipt of instructions for any reason.
D. Merritt is not responsible for non-bank account opening. Merritt only provide assistance with banks and shall not be liable for any failure or issue concerning bank account opening or closure.
E. Merritt provides information in its brochure, World Wide Web site and other materials regarding corporate services and commercial matters. Such information does not purport to be legal, tax or other professional advice.
F. Where Merritt receives mail, whether by the postal service, courier or other means on behalf of Client, Merritt reserves the right to inspect the contents of such mail.
These Service Terms supersede all prior Service Terms whether oral or written and no prior notice is required to be given to Client or potential Clients.
IX. TERMINATION OF SERVICES AND AGREEMENT
Any and all obligations of Merritt shall cease forthwith if the Client shall fail to observe these Service Terms or if it comes to the attention of Merritt that the Company is being used for activities other than the nature of business to be undertaken by the Company as provided by the Client in the company order.
X. DISPUTE RESOLUTION
Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be subject to the exclusive jurisdiction of the DIFC Courts. This contract shall be governed by and construed in accordance with the law of Dubai.