Legal
Northman Global Consultancy LLC, Office 909, Burjuman Business Tower, Sheikh Khalifa Bin Zayed Street, Al Mankhool, Dubai, United Arab Emirates
In these Terms and Conditions: "Agreement" means the contract between Northman and the Client, of which these Terms and Conditions form an integral part. "Client" means the applicant whose description and address are set out in the applicable engagement form, proposal, order or invoice and, where there is more than one applicant, each applicant shall be jointly and severally liable. "Company" means any one or more companies or other entities in respect of which Northman provides Services at the Client's request. "Services" means any company formation, management, administration, consultancy or related services provided in respect of a Company and any agreed services provided in respect of a trust, including trustee and trust administration services, where applicable and lawfully provided. "Northman" means Northman Global Consultancy LLC and, where the context permits, its associated companies and any employee, agent, director, officer or representative providing Services pursuant to the Agreement.
Words importing one gender include all other genders, and words importing the singular include the plural and vice versa.
1. The Client agrees to pay the fees charged by Northman for the provision of Services and any third-party disbursements incurred by Northman in providing the Services. This includes fees for annually recurring Services, billed at the rates applied by Northman from time to time, and fixed fees. Northman will not begin providing Services until the requested payment has been received. Although reasonable efforts are made to maintain fee levels, Northman reserves the right to increase annual fees, provided that it gives the Client not less than 30 days' notice before commencing the relevant Services at the increased fee. Additional work undertaken on behalf of the Client shall be charged on a time-spent basis at the hourly rate then applicable.
2. Fees are payable immediately upon issue of an invoice. If an invoice is not settled within 30 days of its date, Northman may charge interest on outstanding fees at 4% per annum above the best lending rate offered from time to time by Emirates NBD for the currency in which the invoice is denominated, subject always to applicable law.
3. If the Client fails to settle an invoice by the due date, the Client and/or the Company authorises Northman, to the extent permitted by law, to deduct the fees from any account, monies or property under Northman's control in which the Client or Company has a legal or beneficial interest. While such fees remain outstanding, Northman shall have a lien, to the extent permitted by law, over papers, books, records and assets of the Client or Company in Northman's possession or control.
4. If invoices remain outstanding, Northman may engage a debt collection service. The Client shall be responsible for reasonable fees and costs incurred in connection with collection, to the extent permitted by law.
5. The Client acknowledges that late or non-payment may cause a Company to default on statutory obligations and may ultimately result in its striking-off from the register in its jurisdiction of incorporation. Unless and until the Company is struck off, liquidated or otherwise properly terminated, the Client remains liable for continuing Services and all government fees, penalties and third-party disbursements.
6. If the Client no longer requires Northman to provide Services to a Company, the Client must give written notice no later than 30 days after the date of an invoice for annual Services. Failing such notice, the Client shall be deemed to have accepted liability for those Services and shall pay the invoice in full.
7. Services are provided on an annual basis. Without prior written agreement, Northman is not required to provide those Services for a shorter period or for only part of the relevant annual period.
8. Unless otherwise agreed in writing, Northman will not pay interest on monies held by or on behalf of a Client.
9. A termination fee of not less than GBP 500 or USD 800 shall be payable when the Services are no longer required, whether because of the winding up or disposal of the Company, a transfer of management or otherwise. Northman may charge additional fees for documentary work, time spent effecting the termination and third-party disbursements.
10. Northman reserves the right to refuse instructions from a Client or discontinue the provision of Services, subject to applicable law and any professional or contractual obligations, without being required to give reasons.
Where Northman provides directors, company secretaries, registered agents or comparable officeholders ("Officers") to or for a Company:
11.1 The Officers may consider requests and suggestions from the Client concerning management of the Company, but shall not be obliged to act in any manner that is, or in their reasonable discretion appears to be, dishonest, illegal, improper, incorrect or otherwise wrongful.
11.2 Northman shall procure the resignation and replacement of Officers upon written request from the beneficial owners of a majority of the voting shares of the Company, except that for a hybrid company or company limited by guarantee the request may be given by holders of a majority interest in its profits.
11.3 The Client acknowledges that Northman may provide Officers to other companies, including companies that compete or have conflicting interests with the Company. Subject to Northman's confidentiality obligations and conflict-management procedures, this shall not itself constitute a breach of duty, and the Client gives informed consent to this arrangement.
11.4 The Client shall indemnify and keep indemnified the Officers against actions, claims, demands, losses, penalties and costs arising from the exercise or purported exercise of their duties, except to the extent caused by an Officer's fraud, wilful misconduct, gross negligence or personal dishonesty.
11.5 The Client acknowledges that Officers may incur personal liability if statutory obligations relating to the Company are not met, and that compliance depends on the Client paying fees and responding promptly to information requests. If the Client fails to do so, the Officers may resign. To the extent permitted by law, the Client irrevocably appoints Northman as attorney and agent solely for the purpose of taking steps necessary to appoint the Client, or another eligible person nominated by the Client, as replacement Officer.
11.6 No contract may be concluded by the Client or a third party on behalf of the Company by email or otherwise unless authorised in writing by the Company's directors or other duly authorised representatives.
12. Where Northman provides registered office facilities to or for a Company: (12.1) No reference may be made to the registered office address in any advertisement or public announcement without Northman's specific prior written consent. (12.2) The facility is provided under a licence revocable by Northman. Upon request, the Client shall promptly transfer the registered office to another lawful address selected by the Client. (12.3) If the Client fails to complete the transfer within ten days after Northman's request, the Client irrevocably appoints Northman, to the extent permitted by law, as attorney and agent solely to transfer the registered office to another lawful address selected by Northman.
13. Northman may from time to time move its offices, which may require a change to the Company's registered office. Northman shall provide as much advance notice as reasonably possible but shall not be liable for costs incurred by the Client or Company as a result, except where such exclusion is prohibited by law.
14. Northman will keep confidential information confidential. Unless the Client instructs Northman otherwise, Northman may disclose information about the Client to professional advisers, service providers and organisations such as financial institutions where reasonably appropriate for providing the Services. Northman may also disclose information to courts, police, regulators or other authorities where required or permitted by law.
15. Northman may disclose privileged or confidential information to its regulators, professional advisers or insurers where it reasonably believes circumstances connected with the Company or Services could give rise to a claim. The Client authorises Northman to disclose information or data relating to the Client and the Services to associated companies, their regulators, banks and other third parties where required for or reasonably connected with the Services, subject to applicable confidentiality and data-protection laws.
16. For purposes of the US Foreign Account Tax Compliance Act or any foreign equivalent ("FATCA"), if the Company is a sponsored investment entity or controlled foreign corporation and the arrangement is expressly accepted by Northman in writing, Northman may be appointed as Sponsoring Entity and may perform the applicable due diligence, withholding and reporting obligations under relevant FATCA regulations.
17. The Client shall provide complete and current residential and contact details, including telephone number and email address, and promptly notify Northman of changes.
18. The Client shall notify Northman within 14 days of any change in the Client's tax residence.
19. Instructions and requests for action shall be given to Northman in writing. Northman may agree to act on non-written instructions but shall not be liable for a misunderstanding or error arising from processing such an instruction in good faith, except to the extent liability cannot lawfully be excluded.
20. Communications concerning administration of the Company, including annual invoices, are deemed properly communicated if sent to the Client's notified email address and are deemed received when sent, unless the sender receives an automated delivery-failure notice. If the Client requests postal communications, they are deemed received seven days after posting. Communications may be sent by post, email or any other method authorised by the Client.
21. Northman and its Officers shall provide the Services with reasonable care, skill and due diligence. Subject to applicable law, Northman shall not be responsible for losses or expenses that: (a) were not reasonably foreseeable when the Agreement was formed; (b) are indirect or consequential, including loss of profit, opportunity or goodwill; (c) result from the acts or omissions of another person; (d) result from incomplete, misleading or false information supplied by the Client or its agents; (e) exceed an express limitation on Northman's obligations or liability; or (f) arise from non-receipt of the Client's instructions. Nothing in this Agreement excludes or limits liability for fraud, wilful misconduct or gross negligence, or any liability that cannot lawfully be excluded or limited.
22. Subject to clause 21 and applicable law, Northman's aggregate liability arising out of or in connection with the Agreement is limited to the amount invoiced for the annually recurring Services giving rise to the claim. This limitation does not apply to fraud, wilful misconduct or gross negligence, or where liability cannot lawfully be limited.
23. Northman may retain commissions or retrocessions received from a third party or intermediary with whom it arranges transactions for, or to whom it introduces, the Client or Company, subject to any disclosure required by law. Such amounts shall not be applied against outstanding or future sums owed by the Client unless Northman agrees otherwise in writing.
24. The Client shall indemnify and keep indemnified Northman against actions, proceedings, claims, demands, costs, charges, expenses and consequences arising because Northman acted or declined to act on instructions or otherwise pursuant to the Agreement; provided an Officer, registered office or other Service; or provided a representative or nominee shareholder, except to the extent caused by Northman's fraud, wilful misconduct or gross negligence, and subject to applicable law.
25. To satisfy due-diligence requirements, the Client shall on request provide information reasonably required concerning the Client's background, ownership and control, source of funds and wealth, and the Company's dealings and business. The Client shall promptly notify Northman of changes.
26. Where Northman receives mail for a Client or Company, Northman may open and inspect it where required by law or regulation or reasonably necessary as a matter of good compliance practice.
27. Northman maintains an internal complaints procedure. Details are available on request.
28. Northman's name, and any opinion, recommendation or similar comment made by Northman, may not be used in an offering document, financial statement or other public document without Northman's prior written consent.
29. Northman may amend these Terms and Conditions from time to time by giving the Client reasonable advance notice before an amendment takes effect. An amendment shall not retrospectively reduce accrued rights or increase fees already invoiced, unless required by law or agreed by the Client.
30. The Client acknowledges that it has not relied upon any representation, whether oral or otherwise, that has not been agreed in writing and incorporated into the Agreement, except that nothing in this clause excludes liability for fraud or fraudulent misrepresentation.
31. The Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by the laws applicable in the Emirate of Dubai and the federal laws of the United Arab Emirates. The courts of Dubai shall have jurisdiction over disputes arising out of or in connection with the Agreement, without prejudice to Northman's right, where legally permitted, to bring proceedings in another court of competent jurisdiction.
Northman has legal and professional obligations to implement policies and practices that safeguard personal data under its control. Contact details for the data controller and, where applicable, the data protection officer and relevant supervisory authority are available from Northman on request.
When handling an application and future requests, Northman may collect, hold and use personal data for purposes connected with the Company and the Services, including performing contractual obligations, complying with legal and regulatory duties, maintaining internal records, managing risk and, where permitted, circulating news or promoting other services. The Client may have rights under applicable law to request access, correction, restriction, erasure or objection concerning personal data. For these purposes, Northman may transfer or disclose data to associated companies, professional advisers, service providers and other persons processing data on a contractual, legal-obligation or legitimate-interest basis, and to courts or regulatory authorities where required by law.
Northman has professional and legal responsibilities not to become involved in money laundering, terrorist financing, sanctions breaches or other financial crime. Northman may request documents and use web-based identity-verification services to verify the Client and, where applicable, the Client's directors, managers, trustees, beneficial owners and authorised persons. Personal information may be shared with identity-verification, screening or credit-reference providers, which may retain a record as permitted by law.
Northman may decline or cease to act if it cannot satisfactorily verify identity, ownership, source of funds, source of wealth or other required information. Northman may be legally required to disclose information to competent authorities where it knows or suspects that property or activity is connected with crime or terrorism. It may be prohibited from informing the Client that a disclosure has been made or explaining the reasons for a delay or cessation of Services. Northman will not accept cash payments in any currency unless agreed in writing in advance and permitted by applicable law and policy.
