Terms of Engagement

1.Introduction

These Terms and Conditions ("Terms") govern the provision of services by WEALTH CASTLE – FZCO ("Wealth Castle", "we", "us", "our") to any individual or entity engaging our services ("Client", "you"). By engaging Wealth Castle, making payment against a proforma invoice, or using any of our services, you accept these Terms in full.

Wealth Castle – FZCO is a company licensed by the International Free Zone Authority (IFZA) and registered at 14209 – 001, Building A1, Dubai Digital Park, IFZA Properties, Dubai Silicon Oasis, Dubai, United Arab Emirates. Our TRN is 104243824000003.

2.Definitions

• "Services" means any corporate services, company formation, visa processing, PRO services, accounting, advisory, or related services provided by Wealth Castle.
• "Proforma Invoice" means a request for advance payment issued prior to the delivery of Services.
• "Tax Invoice" means a UAE VAT-compliant invoice issued upon completion of Services.
• "Pass-through Fees" means government, regulatory, and third-party fees paid by Wealth Castle on behalf of the Client.
• "Service Fee" means our professional fee for the provision of Services.
• "Third-Party Provider" means any independent third party instructed by Wealth Castle to perform all or part of the Services on the Client's behalf.
• "AML Laws" means UAE Federal Decree-Law No. 20 of 2018 on anti-money laundering and the financing of terrorism, Cabinet Decision No. 10 of 2019, and all related regulations.
• "Sanctions" means any trade, financial, or economic sanctions imposed by the United Arab Emirates, the United Nations Security Council, the European Union, the United Kingdom, or the United States of America.
• "Group Entity" means any parent, subsidiary, affiliate, or partner entity of Wealth Castle.
• "UBO" means the ultimate beneficial owner of the Client as defined under UAE Cabinet Decision No. 58 of 2020.

3.Scope of Services

Wealth Castle provides UAE corporate services, including but not limited to:

• Company formation (mainland, free zone, and offshore);
• Licence amendments, renewals, and cancellations;
• UAE Golden Visa and residence visa processing;
• Emirates ID and medical appointment coordination;
• Public Relations Officer (PRO) services;
• Bank account opening support;
• VAT registration and accounting support;
• Corporate Tax registration and compliance;
• Nominee, secretarial, and general advisory services.

The specific scope of services for each engagement is set out in the applicable proforma invoice, quotation, or engagement letter.

4.Third-Party Service Providers

In the course of delivering the Services, Wealth Castle may engage or instruct Third-Party Providers — including, without limitation, law firms, audit and accounting firms, typing centres, translators, notaries, medical providers, banks and financial institutions, free-zone authorities, PRO specialists, couriers, insurers, and technology or software providers — to perform all or part of the Services on the Client's behalf.

Where Wealth Castle engages a Third-Party Provider:

• Fees charged by that provider are Pass-through Fees under clause 8 and are charged to the Client at cost, zero-rated for UAE VAT where applicable;
• The Client authorises Wealth Castle to share with such providers the Client's information and documents to the extent reasonably necessary for the delivery of the Services;
• Wealth Castle will exercise reasonable care in the selection of Third-Party Providers but is not responsible or liable for the acts, omissions, errors, delays, or pricing of any such provider;
• Any contract entered into directly between the Client and a Third-Party Provider (for example, a bank, insurer, or law firm) is governed by that provider's own terms, and the Client remains solely responsible for complying with them;
• Wealth Castle may also instruct any Group Entity, and this clause applies equally to any such engagement.

5.Engagement and Client Obligations

The Client agrees to:

• Provide accurate, complete, and current information, including valid KYC documentation (passport, Emirates ID, proof of address, and any additional documents required by the relevant authority);
• Respond promptly to requests for further information or documents;
• Not provide any false, misleading, or fraudulent information to Wealth Castle or to any third party on the Client's behalf;
• Comply with all applicable UAE laws, regulations, and authority requirements;
• Pay all agreed fees on time.

Wealth Castle reserves the right to refuse, delay, or terminate any engagement where the Client fails to meet these obligations or where compliance, Sanctions, or integrity concerns arise.

6.AML, Sanctions and Lawful Purpose

Wealth Castle is a Designated Non-Financial Business and Profession (DNFBP) regulated under the AML Laws and is required to conduct customer due diligence, ongoing monitoring, and suspicious-activity reporting. The Client acknowledges and agrees that:

• Wealth Castle will conduct Know-Your-Customer (KYC) checks at onboarding, perform periodic refreshes, and carry out enhanced due diligence where required;
• The Client will, on request, identify its UBOs under Cabinet Decision No. 58 of 2020 and promptly notify Wealth Castle of any change in UBOs, directors, or corporate structure;
• Wealth Castle will screen the Client, its directors, and its UBOs against applicable Sanctions lists, the UAE Local Terrorist List, the UN Consolidated List, and other watchlists;
• Wealth Castle may request evidence of the source of funds and source of wealth of the Client and its UBOs at any time during the engagement;
• Where required by law, Wealth Castle may suspend, delay, or terminate the Services, freeze amounts held on account, and submit a Suspicious Transaction Report via the UAE Financial Intelligence Unit's goAML portal. Wealth Castle may be legally prohibited from disclosing the reason for any such action (the "no tipping-off" obligation), and no liability attaches to Wealth Castle for acting in good-faith compliance with the AML Laws.

The Client warrants that:

• Neither the Client nor any of its directors or UBOs is subject to Sanctions;
• The Client will not use any Service to further any unlawful, fraudulent, money-laundering, terrorism-financing, sanctions-evasion, tax-evasion, or bribery activity;
• All funds paid to Wealth Castle derive from lawful sources.

A breach of this clause entitles Wealth Castle to terminate the engagement with immediate effect, retain all fees paid, and recover any resulting losses, costs, or regulatory penalties.

7.Fees, Payment and VAT

Unless otherwise agreed in writing:

• All fees are quoted in United Arab Emirates Dirhams (AED);
• Payment is due within seven (7) days of the proforma invoice date;
• Payment is made by bank transfer to the account details stated on the proforma invoice;
• A proforma invoice is not a tax invoice. It represents a request for advance payment against services to be rendered;
• A UAE VAT-compliant tax invoice will be issued upon completion of the Services, or upon other milestones agreed with the Client;
• Value Added Tax (VAT at 5%) is applied to our Service Fee in accordance with UAE VAT law. Pass-through Fees are zero-rated for VAT where applicable;
• Wealth Castle may charge interest on overdue amounts at 1% per calendar month (or such lower rate as is the maximum permitted by law);
• Wealth Castle may set off any amount owed to the Client, including deposits held on account, against any amount owed by the Client under any engagement.

Late payment may result in suspension of Services. The Client may also be liable for additional costs, including any increase in government fees that occurs during the period of non-payment.

8.Pass-through Fees

Government, regulatory, and third-party fees (including but not limited to free-zone authority fees, immigration fees, Emirates ID fees, medical fees, MOHRE fees, typing-centre charges, translation, courier, notarisation, attestation costs, and fees of any Third-Party Provider engaged under clause 4) are charged to the Client at cost.

These fees are zero-rated for UAE VAT in accordance with the UAE Federal Tax Authority's treatment of disbursements made by an agent on behalf of a principal. Supporting evidence of payment will be provided on request.

Government fees are set by the relevant UAE authority and may change without notice. Any fee increase between the date of the proforma and the date of payment will be charged to the Client.

9.Refunds and Cancellations

• Once work has commenced — including the submission of applications, payment of government fees, the instruction of any Third-Party Provider, or the drafting of documents — deposits and advance payments are non-refundable.
• Where no government fees have been paid and no material work has been performed, the Client may cancel an engagement by written notice. In such cases, Wealth Castle may retain an administrative and onboarding fee proportionate to the work performed up to the date of cancellation.
• Approved refunds are processed within thirty (30) days and are made to the original payment source, net of any banking, foreign-exchange, or payment-processor charges incurred by Wealth Castle.

10.Timelines

All timelines quoted are estimates based on Wealth Castle's standard processing experience. Actual timelines depend on the processing times of the relevant UAE authorities, Third-Party Providers, the completeness of the Client's documentation, and the Client's availability for any required in-person steps.

Wealth Castle does not accept liability for delays caused by:

• UAE government authorities, Third-Party Providers, or other third parties;
• Incomplete, incorrect, or delayed submission of documents by the Client;
• Force-majeure events (see clause 20);
• Changes in law, regulation, or authority policy.

11.Intellectual Property

All intellectual property rights in templates, forms, structures, methodologies, and other materials prepared or used by Wealth Castle remain the property of Wealth Castle. The Client is granted a limited, non-transferable licence to use such materials solely for the purposes of the engagement.

The Client retains ownership of all pre-existing intellectual property disclosed to Wealth Castle in the course of the engagement.

12.Confidentiality

Each party undertakes to treat as confidential all non-public information received from the other party in connection with the Services. Confidential information may be disclosed only:

• To employees, officers, advisers, Group Entities, or Third-Party Providers on a need-to-know basis;
• Where required by law, regulation, or a competent authority (including, without limitation, reports required under the AML Laws);
• With the other party's prior written consent.

This obligation survives termination of the engagement.

13.Data Protection

Wealth Castle processes personal data in accordance with the UAE Personal Data Protection Law (Federal Decree-Law No. 45 of 2021) and its implementing regulations. Our full Privacy Policy is published at thewealthcastle.com/privacy.

Personal data collected from the Client is used solely for the purpose of delivering the Services, complying with legal obligations (including KYC and anti-money-laundering requirements), and communicating with the Client. Personal data may be shared with UAE government authorities, banks, Third-Party Providers, Group Entities, and other parties where this is necessary for the Services.

The Client has the right to access, correct, and, where applicable, request the deletion of their personal data by contacting [email protected]. Where the AML Laws or other UAE law require Wealth Castle to retain personal data for a minimum period, that data will be retained for that period notwithstanding any request for deletion.

14.Record Retention and Return of Documents

Wealth Castle retains Client records — including KYC, transaction, and engagement records — for a minimum of five (5) years following termination of the engagement, in accordance with the AML Laws, or for such longer period as may be required by law.

On termination, Wealth Castle will, upon reasonable written request, provide copies of the Client's original documents. Wealth Castle is entitled to retain its own working papers, templates, and internal files, and may withhold documents over which it has a lien until all outstanding fees have been paid.

15.Limitation of Liability

To the maximum extent permitted by law:

• Wealth Castle's total aggregate liability under any engagement is limited to the Service Fees actually paid by the Client for the specific service giving rise to the claim;
• Wealth Castle shall not be liable for any indirect, consequential, special, or punitive damages, including loss of profits, loss of opportunity, or loss of goodwill;
• Wealth Castle is not liable for the acts, omissions, errors, or delays of any Third-Party Provider, government authority, bank, or other third party;
• Wealth Castle is a corporate services provider and is not a law firm, audit firm, or tax authority. Nothing in the Services constitutes regulated legal, audit, or tax advice. Wealth Castle may assist the Client in relation to compliance with UAE VAT (Federal Decree-Law No. 8 of 2017), UAE Corporate Tax (Federal Decree-Law No. 47 of 2022), UBO regulations (Cabinet Decision No. 58 of 2020), Economic Substance Regulations (where applicable), and other regulatory regimes, but the Client remains solely responsible for its own legal, tax, and regulatory position and is encouraged to seek independent professional advice.

16.Indemnification

The Client agrees to indemnify and hold harmless Wealth Castle, its directors, employees, Group Entities, and agents against any claims, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising from:

• Any breach of these Terms by the Client;
• Any false, inaccurate, or misleading information provided by the Client;
• Any unlawful act or omission by the Client;
• Any regulatory penalty imposed on Wealth Castle as a result of the Client's conduct.

17.Conflicts of Interest

Wealth Castle acts for a wide range of clients, including clients whose interests may compete with one another. This does not of itself constitute a conflict of interest. Where Wealth Castle identifies an actual conflict of interest in relation to a specific engagement, it will notify the Client and will either obtain the Client's consent to continue, decline to act, or put appropriate information barriers in place.

18.Complaints

Any complaint regarding the Services should be submitted in writing to [email protected] with the heading "Complaint". Wealth Castle will acknowledge receipt within two (2) working days and will respond substantively within ten (10) working days.

19.Termination

Either party may terminate an engagement by written notice. Termination does not relieve the Client of the obligation to pay for Services rendered or fees incurred up to the date of termination.

Wealth Castle may terminate immediately where:

• The Client fails to pay fees when due;
• The Client fails to provide required KYC documentation;
• The Client, or any of its directors or UBOs, becomes subject to Sanctions;
• Continuing the engagement would cause Wealth Castle to breach the AML Laws, UAE law, or its internal compliance requirements.

Wealth Castle may also decline to accept any engagement, at its discretion and without stating reasons, whether prior to or following onboarding.

20.Force Majeure

Neither party is liable for any failure or delay in the performance of its obligations to the extent such failure or delay is caused by circumstances beyond its reasonable control, including natural disasters, war, civil unrest, pandemic, government action, interruption of utilities or communications, cyber-attack, or acts of UAE or foreign authorities.

21.Notices and Electronic Communications

Any formal notice under these Terms shall be in writing and may be given by hand, courier, or email:

• To Wealth Castle, by email to [email protected], with a copy (if desired) by post to the registered office stated in clause 25;
• To the Client, by email to the address most recently provided by the Client to Wealth Castle.

A notice sent by email is deemed received twenty-four (24) hours after sending, unless a bounce-back or delivery-failure message is received.

In accordance with UAE Federal Decree-Law No. 46 of 2021 on Electronic Transactions and Trust Services, the parties agree that electronic messages (including email and WhatsApp) and electronic signatures have the same legal effect as written communications and handwritten signatures for the purposes of these Terms and any related engagement, unless expressly excluded by mandatory law.

22.General

• Entire Agreement. These Terms, together with the applicable proforma invoice, quotation, or engagement letter, constitute the entire agreement between the parties and supersede any prior oral or written communication on the subject matter.
• Severability. If any provision is or becomes invalid or unenforceable, the remaining provisions remain in full force and effect, and the parties will replace the affected provision with a valid provision that reflects the original intent.
• Waiver. A delay or failure to enforce any right under these Terms does not constitute a waiver of that right.
• Assignment. Wealth Castle may assign, transfer, or delegate its rights and obligations to any Group Entity without the Client's consent. The Client may not assign or transfer its rights or obligations without Wealth Castle's prior written consent.
• Language. These Terms are issued in English. Any Arabic or other-language translation is provided for convenience only; in the event of inconsistency, the English version prevails, subject to any mandatory requirement of UAE law.
• No Partnership. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between the parties beyond the scope expressly set out.

23.Governing Law and Jurisdiction

These Terms are governed by, and shall be construed in accordance with, the laws of the United Arab Emirates as applicable in the Emirate of Dubai.

Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the Dubai Courts (onshore); provided that the parties may, by mutual written agreement, refer any such dispute to arbitration under the Rules of the DIFC-LCIA Arbitration Centre, seated in the DIFC, Dubai, in English, before a sole arbitrator.

24.Amendments

Wealth Castle may update these Terms from time to time by publishing the revised Terms on www.thewealthcastle.com. The version in force at the date of engagement, or at the date of the most recent proforma invoice, applies to that engagement.

25.Contact