These Terms and Conditions ("Terms") govern the professional relationship between Orion Axis Corporate Services Provider L.L.C ("Orion Axis", "we", "us" or "our") and its Clients. By engaging Orion Axis and/or executing an Engagement Letter, the Client confirms that it has read, understood and agrees to be bound by these Terms, which shall govern all current and future Services provided by Orion Axis to the Client and/or the Company.

1.2.1 Unless the context otherwise requires, references to one gender include all genders; words in the singular include the plural and vice versa.

1.2.2 A reference to "writing" or "written" includes communication by email and, where applicable, by registered post or courier.

1.2.3 An obligation on a Party not to do something includes an obligation not to permit or allow that thing to be done.

1.2.4 References to any statute, regulation or law shall include any modification, re-enactment or successor legislation thereto.

1.2.5 The words "including", "includes" and "in particular" are illustrative and shall not limit the sense of the words preceding them.

1.2.6 All dates and periods shall be construed in accordance with the Gregorian calendar.

1.2.7 These Terms have been negotiated and drafted in the English language. In the event an Arabic translation is produced, any ambiguity or conflict in the Arabic text shall be resolved by reference to the English text, which shall prevail.

1.2.8 Headings are for convenience only and shall not affect the interpretation of these Terms.

2. SCOPE OF SERVICES

2.1 Orion Axis agrees to provide the Services to the Client as set out in the Engagement Letter, subject to these Terms.

2.2 The Services shall commence only upon: (a) acceptance of these Terms by the Client; and (b) receipt by Orion Axis of the applicable Fees in cleared funds. Where expressly agreed in writing and set out in the Engagement Letter, Fees may be structured on a milestone or instalment basis tied to specific deliverables or stages of the Services. In such cases, each instalment shall be due and payable prior to the commencement of the corresponding stage, and Orion Axis reserves the right to pause the relevant stage until the applicable instalment is received in cleared funds.

2.3 Orion Axis shall exercise reasonable skill and care in the provision of Services and shall comply with applicable UAE laws and regulations. Orion Axis reserves the right to modify any Service without notice to the extent required to comply with any applicable law, regulation or Authority requirement.

2.4 The Client hereby appoints and duly authorises Orion Axis as its agent for the purposes of:

(a) incorporating and managing trade licences and Free Zone licences;

(b) providing accounting, bookkeeping and financial reporting services;

(c) providing corporate secretarial, administration and compliance services;

(d) providing business consulting and advisory services; and

(e) any other ancillary services as agreed between the Parties.

2.5 Orion Axis reserves the right to assign or sub-contract part or all of the Services to third parties without requiring the Client's prior consent, provided that Orion Axis shall remain responsible for the overall delivery of the Services.

2.6 Where Services are fulfilled through a third-party provider (including specialist PRO services), the Client acknowledges that it may be required to enter into a separate agreement with that third-party provider. Orion Axis shall not be liable for the acts or omissions of such third parties beyond the extent to which such third party is performing obligations sub-contracted to it by Orion Axis.

2.7 The Client acknowledges that Orion Axis's marketing materials and brochures are produced solely for illustrative purposes and do not constitute legal, financial or other professional advice, nor do they constitute a commitment to perform any specific service.

3. FEES AND PAYMENT

3.1 Fees

3.1.1 The Client shall pay to Orion Axis all Fees as set out in the Engagement Letter or as otherwise invoiced by Orion Axis from time to time.

3.1.2 All Fees are due and payable in full upfront prior to the commencement of any Services. Orion Axis does not offer deposit arrangements or deferred payment plans. Services will not commence until payment is received in cleared funds, unless otherwise expressly agreed in writing.

3.1.3 Unless expressly stated otherwise, all Fees are exclusive of VAT. VAT and any other applicable tax shall be added at the prevailing rate and the Client shall be liable for payment thereof in addition to the Fees.

3.1.4 Orion Axis reserves the right to amend its Fees at any time upon not less than thirty (30) days' prior written notice to the Client's registered email address. Fee amendments shall take effect upon renewal or new engagement, and shall not affect Fees already invoiced and paid.

3.1.5 The Client shall remain liable for all Government Fees and third-party disbursements incurred on its behalf, regardless of the outcome of any application or filing.

3.2 Payment Methods

Payments to Orion Axis may be made by any of the following methods:

(a) Cash payment in AED or USD;

(b) Wire transfer or bank transfer via Orion Axis's designated payment portal or bank account;

(c) Cheque drawn on a UAE-licensed bank, payable in AED in favour of Orion Axis Corporate Services Provider L.L.C, subject to clearance; or

(d) Credit or debit card (Visa, Mastercard, American Express), subject to applicable processing fees.

3.3 Late Payment and Default

3.3.1 Where any additional Invoice arises during the course of an engagement (for example, for Government Fees, Add-on Services or disbursements), such Invoice is due and payable within seven (7) calendar days of issuance.

3.3.2 In the event of non-payment by the due date, Orion Axis shall be entitled to charge a late payment penalty of AED 100 per day for each day the amount remains outstanding, up to a maximum of twenty percent (20%) of the outstanding Invoice amount. This penalty is agreed as a genuine pre-estimate of loss and not as a penalty in the strict legal sense.

3.3.3 In the event of default, Orion Axis shall be entitled to set off any outstanding Fees against any monies, accounts or property under the control of Orion Axis in which the Client holds a legal or beneficial interest, subject to prior written notice to the Client. Orion Axis shall retain a lien over any documents, books, records or assets of the Client in its possession until all outstanding amounts are settled in full.

3.3.4 Orion Axis reserves the right to suspend all Services where any amount remains unpaid past its due date, without prejudice to its right to recover all outstanding amounts.

3.3.5 The Client expressly authorises Orion Axis to disclose relevant information relating to the Client to external debt recovery agencies within or outside the UAE for the purpose of recovering outstanding amounts, in accordance with Clause 7 (Data Protection and Confidentiality).

3.3.6 All payments shall be made without set-off, deduction or withholding, unless required by applicable law, so that Orion Axis receives the full invoiced amount in cleared funds.

4. REFUND POLICY

4.1 Orion Axis shall not be required to issue any refund of Fees paid, without prior written agreement, in the following circumstances:

(a) Where the Client has paid Fees for annual Services but decides to De-register the Company or terminate the Services prior to the expiry of the relevant annual period;

(b) Where an application for a trade licence, Free Zone licence or immigration card is rejected, delayed or subject to errors by the relevant Authority; any fines or penalties arising therefrom are the sole responsibility of the Client;

(c) Where a UAE Residence Visa application is rejected by the relevant Authority;

(d) Where the Client withholds or fails to disclose information regarding prior court proceedings, police records, absconding cases, or other matters, and such non-disclosure results in a rejection; or

(e) Where the Client fails to provide required documents or fails to proceed with a Service after payment has been received by Orion Axis.

4.2 Orion Axis will not be required to refund any amount paid by the Client unless the Service for which such payment was made was not completed due to a material and proven failure by Orion Axis to deliver the agreed Service. Any claim for a refund must be submitted in writing within sixty (60) days of the date the Client became aware of, or ought reasonably to have become aware of, the failure.

4.3 Where a rejection by an immigration or licensing Authority occurs, Orion Axis reserves the right to charge an administration fee of ten percent (10%) of the applicable service fee for administrative costs incurred, unless otherwise agreed in writing.

4.4 Annual Fees are non-refundable and non-transferable upon early termination of the Agreement.

4.5 Any claim by the Client for a refund or credit of Fees must be submitted within twelve (12) months of the date of the relevant Invoice, failing which any right to a refund or credit shall be deemed waived.

5. ANNUAL SERVICES, RENEWAL AND TERMINATION

5.1 All Services are provided on an annual basis and are subject to annual renewal, unless the Parties expressly agree otherwise in writing.

5.2 The Agreement shall automatically renew for successive one-year periods unless:

(a) the Client gives at least one (1) calendar month's prior written notice of non-renewal in respect of general services; or

(b) at least ninety (90) calendar days' prior written notice is given in respect of trade licence or corporate services renewal.

5.3 Should the Client fail to give the required notice period, the Client shall be deemed to have accepted renewal and shall be liable for payment of the full applicable Fees at the then-current listed price, payable upfront in full.

5.4 Upon termination of this Agreement for any reason, a termination administration fee, as notified by Orion Axis to the Client in writing, shall be payable by the Client, irrespective of whether notice was given. This fee applies equally whether the Client is transferring the management of Services to itself or to a third party. The termination administration fee shall be payable within seven (7) Business Days of the effective date of termination.

5.5 Orion Axis may terminate the Agreement immediately upon written notice to the Client in any of the following circumstances:

(a) The Client fails to comply with any material provision of the Agreement or fails to pay any amount due;

(b) Information provided by the Client is found to be false, untrue, misleading or materially incomplete;

(c) The Client's business or activities are found to be associated with money laundering, terrorist financing or financing of illegal activities, or involve transactions with jurisdictions subject to UN or UAE sanctions or embargoes;

(d) The Client is convicted of any criminal offence (excluding traffic or parking violations and minor regulatory or administrative infringements) in any jurisdiction;

(e) The Client is declared bankrupt, insolvent, or is subject to a winding-up order or an investigation by any governmental, regulatory or statutory body in any jurisdiction;

(f) The Client has transferred funds to entities not properly declared for tax purposes, and such funds represent the proceeds of fiscal crime or tax evasion;

(g) Orion Axis is required to terminate by any Authority or regulatory body; or

(h) In the reasonable and bona fide opinion of Orion Axis, the Client's conduct is materially incompatible with professional business practice or the orderly provision of Services.

5.6 The Client may terminate the Agreement at any time upon one (1) calendar month's written notice to Orion Axis, subject to payment of all outstanding Fees and the administration fee specified in Clause 5.4.

5.7 Upon termination, the Client shall remain liable for all outstanding Fees accrued up to and including the effective date of termination. Orion Axis's obligations shall be discharged only upon formal completion of any necessary transfer of the Company's management to the Client or a nominated third party and upon settlement of all outstanding amounts.

5.8 The following clauses shall survive termination of the Agreement: Clause 3 (Fees and Payment), Clause 4 (Refund Policy), Clause 7 (Data Protection and Confidentiality), Clause 8 (AML, Sanctions and Regulatory Compliance), Clause 10 (Liability and Indemnity), Clause 13 (Governing Law and Dispute Resolution), and any other clause which by its nature is intended to survive termination.

6. CLIENT OBLIGATIONS

6.1 The Client represents, warrants and undertakes to Orion Axis that:

(a) All information and documents provided to Orion Axis are true, accurate, complete and not misleading, and the Client shall promptly notify Orion Axis of any material change to such information;

(b) It shall promptly provide all information, documents and materials reasonably required by Orion Axis for the provision of Services;

(c) It shall cooperate fully with Orion Axis in all matters relating to the Services;

(d) It shall not change or permit any change to the beneficial ownership of the Company without giving prior written notice to Orion Axis;

(e) It shall provide Orion Axis with information about its background, source of funds and business activities as required for compliance and due diligence purposes;

(f) All instructions and authorisations to Orion Axis shall be provided in writing; Orion Axis may, in its discretion, act on oral instructions, but shall not be liable for any error or omission arising from oral or informal communications; and

(g) It shall carry out its business activities in strict compliance with all applicable UAE laws and regulations and within the scope of its trade licence.

6.2 The Client acknowledges that Orion Axis has internal anti-bribery and anti-corruption policies. Any actual or attempted violation of these policies by the Client or its Representatives shall entitle Orion Axis to terminate the Agreement immediately, without prejudice to any other rights or remedies available to Orion Axis.

7. DATA PROTECTION AND CONFIDENTIALITY

7.1 Orion Axis shall handle all personal data and Confidential Information of the Client in accordance with applicable UAE data protection laws, including Federal Decree-Law No. 45 of 2021 on Personal Data Protection and any implementing regulations thereto.

7.2 The Client authorises Orion Axis to collect, process, store and share personal data and Confidential Information relating to the Client, its beneficial owners and Representatives for the following purposes:

(a) Provision of the Services;

(b) Compliance with applicable UAE laws and regulatory requirements;

(c) Disclosure to Authorities or regulatory bodies if required by any applicable local, federal or international law or regulation; and

(d) Disclosure to debt recovery agencies for the purposes of recovering outstanding Fees, as authorised under Clause 3.3.6.

7.3 Orion Axis shall take appropriate technical and organisational measures to safeguard the Client's data against unauthorised access, disclosure, loss, destruction or alteration.

7.4 Each Party shall treat all Confidential Information of the other Party as strictly confidential and shall not disclose it to any third party without prior written consent, except as required by applicable law or regulation. This obligation of confidentiality shall survive the termination of the Agreement for a period of five (5) years.

7.5 The confidentiality obligation in Clause 7.4 shall not apply to information that: (a) is or becomes publicly available other than through a breach of these Terms; (b) was already known to the recipient at the time of disclosure; (c) is independently developed by the recipient without reference to the Confidential Information; or (d) is required to be disclosed by law, court order or competent Authority, provided that the disclosing Party gives as much prior written notice as reasonably practicable.

8. ANTI-MONEY LAUNDERING, SANCTIONS AND REGULATORY COMPLIANCE

8.1 Orion Axis complies with all applicable UAE Anti-Money Laundering, Counter-Terrorism Financing, and Proliferation Financing laws, regulations, regulatory guidance, and sanctions requirements, including Federal Decree-Law No. 20 of 2018 and Federal Law No. 7 of 2014, as amended from time to time.

8.2 The Client warrants and undertakes that:

(a) Its business activities and the source of all funds used in connection with the Services are lawful and legitimate;

(b) It is not subject to any UAE, UN, EU, OFAC or other applicable sanctions or embargo regime; and

(c) No beneficial owner or controlling party of the Company is a Politically Exposed Person (PEP) unless expressly disclosed to Orion Axis in writing prior to the commencement of Services.

8.3 Orion Axis reserves the right to conduct customer due diligence, enhanced due diligence and ongoing monitoring as required by applicable law and may request additional information or documentation from the Client at any time. Failure to provide such information within a reasonable time shall entitle Orion Axis to suspend or terminate the Services.

8.4 Orion Axis may suspend or terminate the Services immediately and report suspicious activity to the UAE Financial Intelligence Unit (FIU) or other competent Authority if it has reasonable grounds to suspect a breach of anti-money laundering or sanctions laws, without any liability to the Client.

9. INTELLECTUAL PROPERTY

9.1 Orion Axis retains all copyright and other intellectual property rights in all materials, documents, processes, systems and methodologies developed or used by it in connection with the Services, unless otherwise agreed in writing.

9.2 The Client shall not copy, reproduce, distribute, reverse-engineer or create derivative works of any materials provided by Orion Axis without prior written consent. Any such materials are provided for the Client's internal use only in connection with the Services.

10. LIABILITY AND INDEMNITY

10.1 Limitation of Liability

10.1.1 To the maximum extent permitted by applicable UAE law, Orion Axis's total aggregate liability to the Client under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total amount of Fees actually paid by the Client to Orion Axis in the twelve (12) month period immediately preceding the event giving rise to the claim.

10.1.2 Orion Axis shall not be liable to the Client under any circumstances for:

(a) Any indirect, consequential, special or punitive losses;

(b) Loss of profits, revenue, goodwill, business opportunity, anticipated savings, data or reputation;

(c) Any malfunction, delay or inconsistency in the provision of Services attributable to the acts or omissions of any Authority, government body or third-party service provider;

(d) Any fines, penalties or adverse decisions issued by any Authority in connection with the Client's trade licence, visa application or other regulatory matter;

(e) Any loss or damage attributable to errors, delays or failures in telecommunications, electronic systems or government online portals;

(f) Any act, omission, neglect or default of any PRO, government officer or Authority employee; or

(g) Documents misplaced or destroyed by any Authority or third party.

10.1.3 Orion Axis shall not be liable in respect of any instruction given otherwise than in writing. The Client shall have no claim against Orion Axis in respect of anything done or omitted in good faith in accordance with the Client's instructions, unless such action involves proven fraud or dishonesty.

10.1.4 Nothing in these Terms shall exclude or limit Orion Axis's liability for death or personal injury caused by its negligence, fraud or any other liability which cannot be excluded or limited under applicable UAE law.

10.2 Client Indemnity

10.2.1 The Client shall at all times indemnify and keep indemnified Orion Axis (and its officers, employees, agents and sub-contractors) against all losses, claims, actions, suits, proceedings, demands, costs, charges, expenses and liabilities arising from or in connection with:

(a) Any breach by the Client of these Terms or the Engagement Letter;

(b) The provision of false, misleading or incomplete information by the Client;

(c) Any death, personal injury, loss or damage to property caused by the Client or its Representatives in connection with the Services;

(d) Any claim by a third party arising from the Client's business activities;

(e) Orion Axis's compliance with any instructions or requests received from the Client; and

(f) Any violation of applicable UAE law or regulation by the Client or its Representatives.

10.2.2 The indemnity in Clause 10.2.1 shall not apply to the extent that any loss is directly caused by the fraud, gross negligence or wilful misconduct of Orion Axis.

11. REFERRAL PROGRAMME

11.1 Orion Axis may operate a referral programme pursuant to which existing clients or individuals may introduce prospective clients on the terms set out in this Clause 11.

11.2 A "Referrer" is any individual or entity who introduces a prospective client to Orion Axis. A "Referee" is a person not already a client of Orion Axis who is introduced by the Referrer.

11.3 A valid referral must be made directly to an authorised Orion Axis representative, or via official Orion Axis communication channels, in advance of the Referee approaching Orion Axis independently. Retrospective referrals shall not be recognised.

11.4 The referral reward, where applicable, shall only be payable following: (a) successful incorporation of the Referee's licence; and (b) full receipt by Orion Axis of all applicable Fees from the Referee, within two (2) calendar months thereafter.

11.5 Referral rewards are subject to applicable taxes, levies and duties. The Referrer shall be solely responsible for all tax obligations arising from any referral reward received.

11.6 Orion Axis reserves the right to amend, suspend or terminate the referral programme at any time upon written notice, without liability to any Referrer in respect of referrals not yet resulting in a payable reward.

12. FORCE MAJEURE

12.1 Orion Axis shall not be in breach of the Agreement, and shall be relieved from performance of any obligation under these Terms to the extent that such performance is prevented, hindered or delayed by a Force Majeure Event.

12.2 "Force Majeure Event" means any event or circumstance beyond the reasonable control of the affected Party, including without limitation: acts of God, natural disasters, floods, earthquakes, fires, explosions, epidemics or pandemics; acts of war, terrorism, civil unrest, insurrection, riot or sabotage; acts, regulations or decisions of UAE or foreign governmental authorities; industrial disputes, strikes or lockouts not involving the affected Party's own employees; failures or fluctuations in telecommunications, power supply or electronic government systems; and any other event beyond the reasonable control of the affected Party.

12.3 The affected Party shall notify the other Party in writing as soon as reasonably practicable after the occurrence of a Force Majeure Event, identifying the affected obligations and the anticipated duration of the impact. The affected Party shall use all reasonable endeavours to mitigate the effect of the Force Majeure Event and to resume performance as soon as practicable.

12.4 A Force Majeure Event shall not excuse any obligation to make payment of Fees due and payable prior to the occurrence of the Force Majeure Event.

12.5 If a Force Majeure Event continues for a period exceeding sixty (60) consecutive days, either Party may terminate the Agreement upon fourteen (14) days' written notice, without liability to the other Party (save for Fees already due and payable).

13. GOVERNING LAW AND DISPUTE RESOLUTION

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

13.2 Orion Axis and the Client shall use their best efforts to resolve any dispute amicably through good faith negotiations within thirty (30) calendar days of one Party notifying the other Party in writing of the existence of a dispute (the "Negotiation Period").

13.3 If the dispute is not resolved through negotiation within the Negotiation Period, it shall be finally and conclusively resolved by arbitration administered by the Dubai International Arbitration Centre (DIAC) under the DIAC Arbitration Rules in force at the date of commencement of arbitration, as follows:

(a) the seat of arbitration shall be Dubai, UAE;

(b) the language of arbitration shall be English; and

(c) the number of arbitrators shall be one (1) for disputes not exceeding AED 1,000,000 and three (3) for disputes exceeding AED 1,000,000, appointed in accordance with the applicable DIAC Rules.

13.4 Notwithstanding Clause 13.3, Orion Axis reserves the right to commence summary or enforcement proceedings before the courts of the Dubai International Financial Centre (DIFC) or any other court of competent jurisdiction in the UAE or elsewhere for the recovery of outstanding Fees or for the enforcement of any arbitral award.

13.5 Nothing in this Clause shall prevent either Party from seeking urgent injunctive or other interim relief from any court of competent jurisdiction.

14. COMPLAINTS PROCEDURE

14.1 Orion Axis is committed to providing a high standard of service. If the Client has a complaint or concern, it must be submitted in writing to [emai] with the subject line "Formal Complaint – [Client Name]".

14.2 Orion Axis will acknowledge receipt of any complaint within two (2) Business Days and will aim to provide a substantive written response within ten (10) Business Days of acknowledgement.

14.3 If the Client is not satisfied with the outcome of the complaints process, it may escalate the matter in accordance with Clause 13 (Governing Law and Dispute Resolution). The complaints process does not suspend any obligation to pay Fees or to comply with these Terms.

15. GENERAL PROVISIONS

15.1 Entire Agreement. These Terms and the Engagement Letter constitute the entire agreement between the Parties in relation to the Services and supersede all prior representations, agreements and understandings, whether oral or written. No prior representations shall be binding unless confirmed in writing and incorporated into the Engagement Letter.

15.2 Amendments. Orion Axis reserves the right to amend these Terms at any time by providing not less than thirty (30) days' prior written notice to the Client's registered email address. Continued engagement with Orion Axis following the effective date of any amendment shall constitute acceptance of the revised Terms. No variation to the Engagement Letter shall be effective unless agreed in writing and signed by both Parties.

15.3 No Waiver. Failure to exercise or delay in exercising any right or remedy shall not constitute a waiver thereof. Rights and remedies under these Terms are cumulative and not exclusive of any rights or remedies provided by law.

15.4 Severability. If any provision of these Terms is or becomes invalid, illegal or unenforceable in any respect under applicable UAE law, such provision shall be deemed severed from the Agreement to the minimum extent necessary, and the remaining provisions shall continue in full force and effect. The Parties shall negotiate in good faith to replace any severed provision with a valid provision that achieves the original commercial intent.

15.5 Assignment. The Client shall not assign, transfer, novate or sub-contract any of its rights or obligations under the Agreement without the prior written consent of Orion Axis. Orion Axis may assign its rights and obligations under the Agreement at its sole discretion upon written notice to the Client.

15.6 No Interest. Without prior written agreement, Orion Axis shall not pay interest on any monies held by it on behalf of the Client.

15.7 Notices. All notices and formal communications under these Terms shall be in writing and delivered by hand, registered post, courier or email (with delivery read-receipt or acknowledgement confirmation) to the address or email specified in the Engagement Letter. Notices shall be deemed received: (a) on delivery, if delivered by hand; (b) within three (3) Business Days of posting, if sent by registered post; or (c) upon confirmation of receipt, if sent by email.

15.8 Relationship of Parties. Nothing in these Terms shall create a partnership, joint venture, agency (except as expressly stated) or employment relationship between Orion Axis and the Client. Orion Axis acts as an independent service provider.

15.9 Third Party Rights. A person who is not a Party to the Agreement shall have no right to enforce any term of the Agreement.

15.10 Counterparts. The Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic signatures shall be valid and binding to the extent permitted by applicable UAE law, including Federal Decree-Law No. 46 of 2021 on Electronic Transactions and Trust Services.

15.11 Effective Date. These Terms shall become effective from the date of execution of the Engagement Letter or the date of commencement of Services, whichever is earlier.

Orion Axis Corporate Services Provider L.L.C

The One Tower, 45th Floor, Sheikh Zayed Road,
Al Thanyah First, Barsha Heights,
Dubai,
United Arab Emirates
Tel: +971 50 104 0176
Email: info@orionaxisconsulting.com
Website: www.orionaxisconsulting.com
Trade Licence No.: 1611352