SERVICE TERMS

Merritt Middle East DMCC

Last updated: 2 April 2026

I. DEFINITIONS

« 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

« 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, , 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 an invoice within fifteen (15) days of a formal written notice of default issued by Merritt, Merritt shall issue a further written reminder granting the Client an additional grace period of five (5) calendar days. If the Client fails to settle the outstanding amount within such grace period, Client authorizes Merritt to deduct the outstanding Fees, Direct Costs and other fees from any funds belonging to the Client and held by Merritt, including any overpayments or credit balances.

D. If Client does not require the Services provided by Merritt, then Client shall advise Merritt accordingly within thirty (30) 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.

In the event that the Client changes its decision or unilaterally cancels its request after submission, no refund shall be granted, given the commitments already undertaken and the costs and expenses already incurred by Merritt.

Any request for cancellation shall be subject to Merritt’s prior written approval and may only be accepted if it is based on a valid and objectively justified reason. Merritt reserves the right, at its sole discretion, to assess the legitimacy of such reason and to accept or reject the cancellation request accordingly.

NOC Request/ Mandatory Deadline: If Client wishes to appoint a new agent and requests a No Objection Certificate (NOC) from Merritt, such request must be submitted no later than three (3) months before the license renewal date. Any NOC request submitted after this deadline will not be processed, and no NOC will be issued for that renewal period. Merritt shall bear no liability for any consequences resulting from a late submission by the Client.

To be valid, any NOC request must be accompanied by a copy of the new agent’s valid Corporate Service Provider license. NOC can only be issued if the new agent holds a « Corporate Service Provider » designation as stated on its license.

E. Merritt reserves the right, at any time and for good cause, not to provide the Services or to act on the Client’s instructions, including but not limited to cases where the Client breaches these Service Terms, refuses to cooperate with Merritt, declines to follow Merritt’s advice on important matters, or engages in any action or inaction, as well as where any event or circumstance arises that would render Merritt’s continued provision of the Services unlawful and/or unethical.

If such a withdrawal as stipulated above occurs, all unpaid Fees shall become immediately due and payable by the Client to Merritt, together with all disbursements already paid, including government duties, license fees, or other governmental fees. Furthermore, where the Services are suspended, blocked, or terminated as a result of a compliance review, investigation, or refusal, the Fees shall not be refundable.

F. Merritt shall be bound by an obligation of means only and not by an obligation of result. By engaging Merritt’s services and paying the applicable fees, the Client acknowledges and agrees that the outcome of any process is subject to the sole discretion and decisions of the relevant authorities, over which Merritt has no control. Merritt undertakes to use its best efforts to prepare and submit the Client’s application in a diligent and professional manner with a view to obtaining approval.

No refund shall be granted in the event that the relevant authorities issue a decision that is unfavorable to the Client, regardless of the outcome, as such decision lies entirely outside Merritt’s control.

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.

The Client acknowledges that any delays caused by third parties shall not be attributable to Merritt.

The Client undertakes to fully cooperate with Merritt to enable compliance with all applicable Anti-Money Laundering (AML), Counter-Terrorism Financing (CTF), and sanctions laws and regulations in the United Arab Emirates and internationally.

For this purpose, the Client agrees to provide, upon request, all information and documentation reasonably required by Merritt for identification and verification purposes, including but not limited to: proof of identity together with a recent passport-style photograph taken within the last six (6) months, proof of residence dated within the last three (3) months, information regarding beneficial ownership, source of funds and source of wealth, as well as details regarding the nature of business activities.

The Client further undertakes to ensure that all information provided remains accurate and up to date and acknowledges that Merritt may request updated information at any time.

The Client agrees that Merritt may carry out ongoing monitoring of the Client’s activities, transactions, and corporate structure to ensure compliance with AML/CTF obligations.

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.

VI. CONFIDENTIALITY

Merritt will not divulge to any third party any Confidential 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. Merritt may disclose any Confidential Information to any of its employees, officers, subcontractors, representatives or advisers (Representatives) who need to know the relevant Confidential Information for the purposes of the performance of Merritt obligations and if such disclosure is required by:

law;
(ii) a governmental, regulatory or supervisory authority; or
(iii) a court of competent jurisdiction.

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.

VIII. VALIDITY

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

This Agreement shall be automatically terminated on date of completing the Services.

Any and all obligations of Merritt shall cease forthwith if the Client fails 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. In such a case, the Fees shall be considered as due and paid by the Client with an immediate effect.

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.

XI DATA PROTECTION

A. Merritt collects and processes personal data (including but not limited to passport copies, contact details, and KYC documents) solely for the purposes of providing the Services and complying with applicable legal obligations, including anti-money laundering regulations.

B. Merritt processes personal data in accordance with the UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data (PDPL) and any successor legislation.

C. Merritt may also act as data controller in relation to certain categories of personal data, particularly for purposes related to client management, billing, archiving, compliance, or other legitimate business operations.

D. Personal data may be transferred to and processed by affiliated offices, contractors, or legal service providers both within and outside the UAE, strictly for the purposes described above.

E. By accepting this Service Terms, the Client:

Confirms that he has obtained any necessary consents from individuals whose personal data he may provide to Merritt;
Gives his explicit consent to Merritt processing and storage of such personal data;
Acknowledges that he has been informed of his rights under the PDPL, including the rights to access, rectify, or request deletion of his personal data, and to withdraw consent where applicable.

The Client may exercise any of these rights at any time by writing to support@merritt.group.

F. Merritt will implement all appropriate technical and organizational measures to protect personal data against unauthorized access, loss, or disclosure, in line with the standards set by the UAE Data Office. Where necessary, Merritt may engage third-party processors (e.g., for secure external data storage or professional support services), subject to equivalent data protection standards.

G. Files and records will be retained in Merritt archives for a period of five (5) years from the date of closure of the matter, after which they may be securely destroyed unless otherwise required by law or regulatory obligations.

XII. USE OF ARTIFICIAL INTELLIGENCE

A. Merritt may use Artificial Intelligence (AI) tools to assist in the processing, analysis, and management of Client files and personal data.

B. By engaging Merritt’s Services, Client expressly consents to the use of AI-assisted tools, subject to the following conditions:

AI tools shall be subject to human oversight and final validation by a qualified Merritt staff member;
AI processing shall comply with the UAE PDPL;
Client data shall not be used to train any third-party AI model without separate explicit consent;
AI tools shall be operated by vetted providers bound by confidentiality agreements with Merritt.

XIII. LIMITATION OF LIABILITY

Merritt shall perform the Services with reasonable skill and care in accordance with applicable laws and professional standards. Liability for any claim arising from this Agreement shall be limited to the amount of Fees paid by the Client under this Agreement, except in the case of fraud or gross negligence.

Merritt Middle East DMCC | Merritt Legal Consultants FZ LLC | support@merritt.group | +971 4 422 1345

Office No. 1005, 10th Floor, Goldcrest Executive Tower, Cluster C, JLT, Dubai, UAE