Disclaimer 1: Legal and Tax Advisory
C2Z Advisory is not a law firm or tax advisory entity. The content provided on this website is for informational purposes only and should not be considered as legal or tax advice. We strongly recommend that clients seek independent legal and/or tax counsel to determine if the jurisdiction and entity type discussed are suitable for their specific business / personal needs.
Disclaimer 2: Accuracy of Information
The information provided on this website is intended to serve as a general guide. While we make every effort to ensure that the details are accurate and up-to-date at the time of publication, C2Z Advisory does not accept any responsibility or liability for any inaccuracies or changes to the information presented. Kindly verify the information with relevant authorities before making any decisions.
Terms of Business
- Introduction
These terms of business (Terms of Business) apply to all entities that settle any fees and all services C2Z Advisory supplies to our Client.
- Definitions and interpretation
2.1 In these Terms of Business the following definitions apply:
- Client: Any entity, individual, or person who has instructed C2Z Advisory to provide services, including any owners, officers, or employees. This also includes anyone who controls or owns a Managed Entity. For an individual, the Client includes their heirs, personal representatives, or estate. For a company, it includes successors and assigns.
- Administration Agreement: An agreement between C2Z Advisory and the Client for providing services.
- Beneficiary: An individual who has a direct or indirect interest in an entity.
- CDD: The process C2Z Advisory uses to verify the identity of relevant persons.
- Relevant Person: Any person involved in the structure of a Client’s company, such as directors, shareholders, authorized signatories, or beneficiaries.
- Data Protection Laws: Laws that regulate the processing, privacy, and use of personal data, such as the UAE Personal Data Law and EU regulations.
- Directive: The European Electronic Communications Directive 2002/58/EC.
- C2Z Advisory Appointee: A person appointed by C2Z Advisory to act in various roles, such as a director, officer, or shareholder.
- C2Z Advisory Employees: The people working for C2Z Advisory, including directors, consultants, contractors, and staff.
- C2Z Advisory Persons: Includes all C2Z Advisory Appointees, Companies, and Employees.
- Engagement Letter: A letter that defines the services, fees, and terms for C2Z Advisory’s work with a Client.
- Personal Information: Any information held by C2Z Advisory about a Client.
- Third Party Service Provider: A third party authorized by C2Z Advisory to provide services on its behalf.
2.2 The following rules of construction apply:
- Words in the singular also include the plural, and words related to gender include all genders.
- “Person” refers to individuals, companies, or any group, whether or not they have legal status.
- A reference to a party includes its representatives, successors, or assigns.
- “Writing” or “written” includes faxes, emails, text messages, and other electronic forms of communication.
- Terms of Business
C2Z Advisory’s Terms of Business apply to all services provided to clients, replacing any previous terms. These terms are automatically accepted when a client uses C2Z Advisory’s services. If there’s a conflict between these terms and other agreements, the other agreements take priority. C2Z Advisory can update these terms at any time.
- Discretionary Powers
C2Z Advisory can exercise its discretionary powers using its employees, appointees, or third-party service providers when providing services to clients.
- Professional Advice
C2Z Advisory does not give legal, tax, or investment advice. Clients should seek their own independent professional advice for these matters. C2Z Advisory may provide general information, but it should not be considered legal, tax, or financial advice. C2Z Advisory will not begin its services until all necessary documents are received and client verification is concluded. If a client fails to provide required documentation in time, C2Z Advisory can terminate services without liability.
- Client Responsibilities
Clients must confirm that their assets are lawfully sourced, comply with all applicable regulations, and keep C2Z Advisory informed about any significant legal matters (e.g., insolvency or investigations). Clients should not use C2Z Advisory’s services for unlawful purposes. They must also provide necessary information for anti-money laundering checks and other regulatory requirements. C2Z Advisory may require financial statements and prohibits clients from soliciting its employees for one year after the services end.
- Force Majeure
C2Z Advisory is not liable for delays or failures in services due to events beyond its control, such as natural disasters, pandemics, or acts of war.
- Instructions
Clients must give instructions in writing, and C2Z Advisory will not act on verbal instructions. If there are multiple clients/individuals in a company providing instructions to C2Z Advisory, all clients/individuals are considered to have given consent unless C2Z Advisory is aware of a dispute. C2Z Advisory can refuse to act on unclear, fraudulent, or unlawful instructions. If instructions are delayed or there are concerns about legal compliance, C2Z Advisory may take time before proceeding, without liability.
- Recording and Monitoring of Communications
C2Z Advisory may monitor and record all communications (like phone calls) for security and to improve services. Clients consent to this, and C2Z Advisory owns the recordings. These may be shared with courts or authorities if needed.
- Fees
10.1 Fees are outlined in the Engagement Letter and may include a 3% charge for minor expenses (e.g., phone calls, printing).
10.2 If not charged by time spent, fees are fixed and paid in advance.
10.3 Fees may increase annually based on inflation and an annual review, as we see fit.
- Liability for Fees
C2Z Advisory is not responsible for any losses if the client fails to provide enough funds to cover fees and expenses (unless it’s due to C2Z Advisory’s serious mistakes) or required due diligence as requested by C2Z Advisory, Government, banks or any other relevant third party.
- Payment
- Fees must be paid in advance. Fixed fees may be deducted from available client assets.
- Clients are responsible for third-party costs including couriers, translations, notarizations and attestations.
- Fees are due immediately after invoicing unless an installment plan is agreed.
- If fees aren’t paid within 30 days of due date, C2Z Advisory can charge interest at a rate of 6% monthly and stop working for the client until fees are paid. C2Z can also recover costs for debt collection.
- Outsourcing and Agents
- C2Z Advisory may hire external professionals or agents to help with services, but the client will pay these costs unless otherwise stated.
- C2Z Advisory may outsource services to third-party providers, even in other countries with different data protection laws.
- Clients agree not to hire C2Z Advisory’s third-party providers without written permission.
- Banking
- C2Z Advisory is not a bank and doesn’t handle deposits. Instead it works with licensed financial institutions.
- C2Z Advisory is not responsible for losses due to bank failures or insolvencies.
- C2Z Advisory shall not be responsible for seeking or undertaking any due diligence on any financial institution’s or bank’s financial position. In the event of any financial institution or bank failure, as mentioned above, liability for payment of C2Z Advisory’s fees and/or disbursements shall remain unaffected.
- Conflicts of Interest
- C2Z Advisory will notify clients of any conflicts of interest and will handle them appropriately, but it may still continue to act.
- C2Z Advisory can work with other clients in similar transactions unless specifically agreed otherwise.
- Regulation
C2Z Advisory is registered under the rules of Meydan Freezone, UAE.
- Confidentiality
17.1 C2Z Advisory will keep client information private but may share it if required by law or to prevent fraud, or with third parties involved in providing services.
17.2 The client must keep C2Z Advisory’s confidential information private and if needed, request written confirmation prior to sharing.
- Data Protection
C2Z Advisory can hold and process personal data. Clients must ensure they have permission to share personal data with C2Z Advisory and that they follow relevant data protection laws.
- International Reporting Requirements
19.1 C2Z Advisory may be required to report client information to tax authorities under international laws.
19.2 Clients must notify C2Z Advisory of any changes related to their tax or financial situation.
19.3 C2Z Advisory isn’t responsible for any losses from complying with international tax reporting.
- Commissions
C2Z Advisory may keep any commissions or benefits from services like investment or banking arrangements for the client. C2Z Advisory won’t disclose it but will provide the information on request.
- Complaints
21.1 If a Client or Beneficiary is unhappy with the Services, they should first discuss the issue with the managing director. Complaints will be handled according to the company’s procedures.
21.2 If a Data Subject has concerns about how their personal data is handled, they should contact the Data Protection Officer. Complaints will follow the company’s procedures. Data Subjects may also report concerns to the UAE Data Office.
- Termination
22.1 C2Z Advisory can stop providing services at any time without explanation but a 30 days notice will be provided. C2Z Advisory won’t be liable for any resulting losses.
22.2 C2Z Advisory can also immediately terminate services without notice if:
- Providing services breaks the law.
- The client repeatedly violates terms.
- The client changes ownership without a new signed agreement with C2Z Advisory.
- The client becomes insolvent.
- The client can’t meet payment obligations.
- Invoices remain unpaid for over 60 days.
- The client faces criminal charges.
- The client doesn’t provide necessary information for compliance.
- The client’s activities no longer match the agreed terms.
22.3 The client may terminate the services by giving C2Z Advisory a 30 days written notice. The Client may immediately terminate the services by giving C2Z Advisory notice in writing if C2Z Advisory is in material breach of the terms governing the provision of the Services and is unable to remediate the same within 30 days.
22.4 The engagement continues until completion or is terminated as per clauses listed above. The client must pay for services until termination.
22.5 Upon termination of the Services, the Client shall (i) immediately provide details of the new service provider, (ii) promptly accept or effect both the resignation and replacement of all C2Z Advisory Appointees (and any other appointee provided by a Third Party Service Provider) and (iii) promptly provide an address to which C2Z Advisory may transfer all documents belonging to the Client’s Entity. For the purposes of this paragraph, documents means all documents belonging to a Client’s Entity but does not include documents belonging to any C2Z Advisory Persons.
22.7 Upon termination, C2Z Advisory may charge for any work done, retain documents and assets until fees are paid, and keep any pre-paid fees for the period after termination.
- Storage of Files
23.1 C2Z Advisory doesn’t have to keep original documents longer than a month after they were created or received, subject to such documentation and correspondence being scanned and stored in electronic format.
23.2 Documents created for C2Z Advisory’s use don’t belong to the client and won’t be handed over unless required by law.
23.3 Files will be kept for 7 years or as required by law, after which they may be destroyed. Charges may apply for longer storage or copies after service termination.
- Liability and Indemnification
24.1 C2Z Advisory’s total liability is limited to the total fees paid for the services.
24.2 C2Z Advisory is not liable for damages unless due to gross negligence or fraud.
24.3 Clients agree to indemnify C2Z Advisory against any claims, losses, or expenses arising from their actions or breaches of these terms.
24.4 This indemnity applies to C2Z Advisory’s agents and delegates as well.
24.5 These provisions stay in effect even after termination of services.
- Assignment
Clients can’t transfer their rights or obligations without C2Z Advisory’s written consent.
- Waivers
Delay or failure by C2Z Advisory to exercise its rights doesn’t waive them. They can continue to enforce these rights.
- Severance
If any part of these terms is found invalid, it will be modified or removed, but the rest of the terms remain in effect.
- Applicable Law
These terms are governed by UAE law and disputes will be handled by UAE courts.