Terms and Conditions

1. FEES AND SERVICES

(i) Virtuzone hereby agree to provide its Services to Client and/or the Company in accordance with these Terms and Conditions and in consideration of the Fees.

(ii) The Services shall commence only upon receipt of payment by Virtuzone. Payment can be made by:

a. Cash payment in AED or in USD;
b. Wire transfer payment can be made into our following accounts:
Company: Virtuzone UAE FZ LLC
Bank: Abu Dhabi Commercial Bank
Branch: Dubai Mall
SWIFT Code: ADCBAEAA
Account No. AED: 10515838124001
IBAN: AE080030010515838124001
Account No. USD: 10515838193001
IBAN: AE870030010515838193001
Account No. EUR: 10515838197001
IBAN: AE480030010515838197001

c. Payments made in cheques will only be accepted if (i) the cheque is drawn on a bank licensed to operate in the UAE, (ii) payable in AED and issued in favour of Virtuzone UAE FZ LLC subject to approval.

d. Payments can be made with Master, Visa and Amex credit or debit cards for which Point of Sales (POS) Fee will apply.

e. Payments via instalments are subject to availability and approval and additional fees may apply. The Client and/or the Company must provide an undated security cheque in the name of Virtuzone UAE FZ LLC in the amount of the total outstanding.

f. An additional charge of 2.5% of the invoice value shall be payable should the Client and/or the Company choose to make a payment via Virtuzone’s electronic payment gateway.

(iii) Virtuzone reserves the right to amend the Fee structure. Every endeavour shall be employed to provide all such notices to the Client and/or the Company’s registered email.

(iv) Should the Client and/or the Company fail to settle any Invoice by the due date, the Client and/or the Company authorises Virtuzone to set off any outstanding fees against any account, monies or property under the control of Virtuzone in which the Client and/or the Company possess a legal or beneficial interest. Whilst such Fees remain outstanding, Virtuzone shall have a lien on any papers, books or records and any/or all assets of the Client and/or the Company which are in the possession or under the control of Virtuzone. Additionally, services extended to the Client and/or the Company with an outstanding balance shall be suspended until such time that all outstanding payments have been cleared. If a security cheque is provided, then Virtuzone reserves the right to encash such security cheque. Virtuzone reserves the right to take appropriate actions to recover any dues owed by the Client and/or the Company.

(v) Furthermore, in such an event where the Fees and costs incurred as a consequence of defaulted payment by the Client and/or the Company are unrecoverable by the encashed security cheque or otherwise, Virtuzone reserves the right to escalate such defaulted payment cases to the Government and/or the Authorities that may result in Company De-registration including a formal complaint against the Client and/or the Company by involving the relevant authorities.

(vi) The Client and/or the Company authorises Virtuzone to disclose all material information relevant to the Client and/or the Company to external debt recovery agencies within or outside the United Arab Emirates or other third parties.

(vii) The Client and/or the Company shall remain liable to pay to Virtuzone all Government Fees and other disbursements payable to third parties. Virtuzone will not be required to refund any amount paid by the Client and/or the Company unless the Service for which such amount is paid were not completed due to Virtuzone’s misconduct.

(viii) The Client and/or the Company undertake that Virtuzone may assign part or all the Services to third parties on behalf of the Client and/or the Company without any liability on the part of Virtuzone. If there is a rejection from the immigration authorities, Virtuzone reserves the right to charge an administration fee of 10% or more unless otherwise stipulated and agreed. Should the Client and/or the Company withhold, intentionally or unintentionally, information on previous local or international court, police, absconding or other cases which cause the rejection and also, should the Client and/or the Company fail to provide the required documents in order to obtain the license and/or residence visa, or fail to proceed with the license setup for any reason upon receipt of payment acknowledged by Virtuzone, no refund shall be applicable.

(ix) All refundable deposits paid to Virtuzone must be claimed within three (3) months and Fees paid to Virtuzone must be claimed within twelve (12) months post availability date; otherwise, the funds will be forfeited, including UAE residence visas and the E-channel deposit refund.

(x) The Client and/or the Company acknowledge that Virtuzone shall not, without prior written agreement, be required to refund any Fees. This includes cases in which:
a. The Client and/or the Company have paid Fees for annual Services and decide to de-register the Company prior to the end of the relevant annual period;
b. The application for a Trade License or Immigration Card gets rejected, delayed or contains any errors, by the Authorities; any associated fines or penalties are the sole responsibilities of the Client and/or the Company;
c. The application for a UAE Residence Visa gets rejected by the Authorities; any associated fines or penalties are the sole responsibility of the Client and/or the Company.

(xi) The Client and/or the Company hereby appoints and duly authorises Virtuzone as its sole agent for license incorporation, submitting visa applications, renewals, amendments and other related transactions and de-registration services. Tenure of the Services is on an annual basis and Services are annually renewed. Should the Client and/or the Company wish to terminate the services and/or cancel the license and all associated visas, the Client and/or the Company shall give a written notice to Virtuzone no later than one hundred and twenty days (120) prior to the date of expiry of a Trade License. Failing to do so, the Client and/or the Company shall be deemed to have accepted the renewal of the annual Services and shall be liable for the payment of such Services in full at the latest applicable listed price. Seven Thousand Three Hundred and Fifty AED (AED 7,350) will be charged upon termination of Virtuzone’s Services, irrespective of whether notice is given.

(xii) Virtuzone reserves the right to refuse to accept instructions from the Client and/or the Company, and/or to discontinue the provision of Services and to terminate this Agreement by written notice without giving any reasons in the event that:
a. The Client and/or the Company fail to comply with this Agreement, or fail to pay the due amount, or the information given is found to be false, untrue or misleading;
b. The Client and/or the Company’s businesses are associated with money laundering, terrorist activities and/or transactions with jurisdictions with UN embargos or activities on any other watch lists for illegal activities;
c. The Client and/or the Company are suspected to be involved in any criminal or other illegal activity, whether fiscal or otherwise, in any jurisdiction, or convicted of a criminal offence (except minor offences/infringements);
d. The Client and/or the Company are declared bankrupt or are the subject of an investigation by government, professional, regulatory or statutory body in any jurisdiction;
e. The Client and/or the Company have transferred funds to a Company which is not properly declared for tax purposes and the full amount of such funds or parts of it represent the proceeds of fiscal crime or evasion;
f. Virtuzone is required to do so by the Authorities, and professional or other regulatory or statutory body.

(xiii) The Client and/or the Company hereby appoint and duly authorise Virtuzone exclusively as the Client’s and/or the Company’s registered agent for the purposes of transacting services on the Client’s and/or the Company’s behalf.

(xiv) Should Virtuzone wish to discontinue the provision of Services and terminate this Agreement by written notice, the Client and/or the Company acknowledge that the Client and/or the Company shall remain liable for payment of all outstanding Fees until the date on which the Company has been transferred to a third party acceptable to Virtuzone or has been de-registered.

(xv) Without prior written agreement, Virtuzone will not pay interest on any monies held by or on behalf of the Client and/or the Company.

(xvi) Unless otherwise stipulated, all prices referred to in this Agreement, Virtuzone’s associated price list, Fees, charges, rates and quotations are indicated as exclusive of VAT. Accordingly, Virtuzone shall be entitled to add VAT and any other applicable tax, at the applicable rate.

2. OTHER PROVISIONS

(i) Should the Client and/or the Company wish to independently manage the provision of services with the Government directly, a fee of AED Seven Thousand Three Hundred and Fifty (AED 7,350) shall be stipulated.

(ii) Communication in relation to the administration of the Company, including annual invoices, may be sent by email. The provision of this clause survives the termination of this Agreement or de-registration.

(iii) In accordance with the Data Privacy Regulations, the Client and/or the Company authorise Virtuzone to provide any information or data relating to the Client and/or the Company or beneficial owners to the Authorities or other regulatory bodies if/when required by any local, federal or international law.

3. INDEMNIFICATION

(i) All instructions or requests shall be transmitted to Virtuzone by the Client and/or the Company in writing. Virtuzone may, at its discretion, agree to act on any request or instruction given otherwise than in writing, but in either case Virtuzone 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, misunderstanding or non-receipt of instruction. The Client and/or the Company shall have no claim whatsoever against Virtuzone 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.

(ii) The Client and/or the Company shall at all times hereafter indemnify and keep indemnite d Virtuzone against all actions, suits, proceedings, claims, demands, costs, charges, expenses and consequences whatsoever which may be taken or instituted against Virtuzone or which may be incurred or become payable by Virtuzone by reason of or on account of, including but not limited to the following:
a. Virtuzone being liable 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 UAE;
b. Virtuzone’s failure to provide Services for a reason outside of its control;
c. Any malfunction or delays associated with provision of Services related to Trade Licenses and/or Residence Visas;
d. Any delays, whether or not they result in fines, business loss or any other 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; and any other consequence caused by security checks conducted at the sole discretion of the Authorities or the Government.

(iii) The Client and/or the Company hereby undertakes that the brochure of Virtuzone is solely for representation purposes and does not purport to be legal or other professional advice. The Client and/or the Company hereby acknowledge that the brochure of Virtuzone is not a commitment to perform any services to the Client and/or the Company.

(iv) Virtuzone has internal anti-bribery and anti-corruption procedures and any violation of it by the Client and/or the Company may result in termination of this Agreement by Virtuzone without prejudice to any legal or other rights or remedies which Virtuzone may have under law.

(v) For internal audit and/or compliance purposes of Virtuzone and due diligence performed by the Freezones, the Client and/or the Company shall provide Virtuzone with information about the background of the Client and/or the Company and any other beneficial owners, their sources of funds and business of the Company. The Client and/or the Company shall not change or permit any change to the beneficial ownership of the Company without giving prior notice of the proposed change to Virtuzone in writing.

(vi) Virtuzone shall be entitled to amend these Terms & Conditions and associated Fees and price lists in its sole discretion as appropriate. Every endeavour shall be employed to provide all such notices to the Client and/or the Company’s registered email.

(vii) The Client and/or the Company acknowledges that this Agreement contains the whole Agreement between Virtuzone and the Client and/or the Company. Any oral representations are specifically excluded unless the same are agreed in writing between Virtuzone and the Client and/or the Company.

(viii) 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.

(ix) Virtuzone 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 Virtuzone may elect and consider appropriate.

(x) 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.

(xi) Virtuzone shall be indemnified from any failure to perform any obligation hereunder to the extent such failure is caused by a Force Majeure Event.

(xii) A Force Majeure Event shall operate to excuse a failure to perform an obligation hereunder only for the period of time during which the Force Majeure Event renders performance impossible or infeasible and only if the Party asserting Force Majeure as an excuse for its failure to perform has provided written notice to the Client and/or the Company specifying the obligation to be excused and describing the events or conditions constituting the Force Majeure Event. As used herein, “Force Majeure Event” means the occurrence of an event or circumstance beyond the reasonable control of Virtuzone failing to perform, including, without limitation, (a) explosions, fires, flood, earthquakes, catastrophic weather conditions, pandemic, or other elements of nature or acts of God; (b) acts of war (declared or undeclared), acts of terrorism, insurrection, riots, civil disorders, rebellion or sabotage; (c) acts of federal, state, local or foreign governmental authorities or courts; (d) labour disputes, lockouts, strikes or other industrial action, whether direct or indirect and whether lawful or unlawful; (e) failures or fluctuations in electrical power or telecommunications service or equipment; and (f) delays caused by the other Party’s non-performance hereunder.

4. REFERRAL TERMS & CONDITIONS

(i) A ‘Referrer’ is an individual making an introduction of a Referee.

(ii) A ‘Referee’ is the individual/body who is not a client of Virtuzone and being introduced as a prospective Client.

(iii) A ‘Referral’ is the introduction of such Referee to Virtuzone with details such as full name(s), email address(es), contact number(s) and bank details.

(iv) Only Referrals resulting from an introduction made directly to a Company Formation Specialist or an email to info@vz.ae or via our webpage http://vz.ae/referral/ shall be entertained and considered as Referrals. Any Referrals made in retrospect shall not be deemed payable should the correct and approved channels not have been used as a method of Referral.

(v) Referee details must be received by Virtuzone by the Referrer in advance of the Referee contacting Virtuzone.

(vi) The reward for a successful Referral is up to AED Three Thousand (AED 3,000). This reward shall only be deemed payable within two (2) calendar months after a successful issuance of incorporation of license and all payments in relation to that license application have been received by Virtuzone.

(vii) Referrer shall be responsible for all taxes, levies and fees chargeable by any government, authority or other legislative body.

5. EFFECTIVE DATE

Terms & Conditions herein stated shall become effective as of the issue date of this agreement.

6. DEFINITIONS AND INTERPRETATIONS

(i) “Agreement” means the Agreement between Virtuzone and Client and/or the Company of which these Terms and Conditions shall form an integral part thereof.

(ii) “AED” means the currency of United Arab Emirates.

(iii) “USD” means the currency of the United States of America.

(iv) “Applicant” means any individual, corporation, firms, joint venture or any other entity duly organised.

(v) “Authority” means any government, semi-governmental, judicial, legislative, executive, administrative, or regulatory authority of the UAE.

(vi) “Company” means any one or more companies in respect of which Virtuzone provide Services at Client and/or the Company’s request.

(vii) “De-registration” means license cancellation and all stipulations necessary to de-register and/or termination of services when applicable.

(viii) “Fee” or “Fees” mean any sum charged by Virtuzone together with disbursements and any and all fees levied by the Authorities.

(ix) “Free Zone License” means a license issued by a United Arab Emirates based Free Zone Authority.

(x) “Invoice” means any bill or statement issued by Virtuzone for any Fees stated therein in respect of any Service.

(xi) “Service” or “Services” mean any company formation, corporate services or ancillary services whatsoever provided to a client or Applicant.

(xii) “Terms & Conditions” or “T&C’s” mean these Terms & Conditions as they may be amended from time to time.

(xiii) “VAT” means Value Added Tax.

(xiv) “Virtuzone” means VIRTUZONE - UAE FZ LLC DUBAI BRANCH and any of its member and/or associated entities.