Términos y Condiciones

1. Acceptance, Electronic Signature & Binding Effect

By requesting a proposal, signing an engagement or Scope of Work, instructing Elite Consulting to begin work, submitting documents or KYC information, using any of the Services, or paying (in whole or in part) any invoice, quotation or deposit, the Customer confirms that it has read, understood and agrees to be bound by these Terms and Conditions as a legally binding contract.

Electronic acceptance. The Customer agrees that electronic acceptance, click-through acceptance, e-signatures, an acceptance recorded by email or messaging, and completion of the electronic KYC process each constitute a valid, binding signature and manifestation of assent with the same legal effect as a handwritten ("wet ink") signature. The Customer waives any objection to the validity or enforceability of this Agreement solely on the ground that it was accepted or signed electronically.

Authority. The person accepting these Terms warrants that they are duly authorised to bind the Customer and, where the Customer is a company, that they act with the authority of that company and its beneficial owners.

Elite Consulting may update these Terms from time to time; the version in force at the date of your instruction or payment applies to that engagement, and continued use of the Services after an update constitutes acceptance of the updated Terms.

2. Definitions

Capitalised terms used in this document have the meaning given to them in the Elite Consulting FZC-LLC Standard Terms and Conditions. In addition:

• "Agreement" means the contractual agreement between Elite Consulting and the Client for the provision of Services, incorporating these Terms.
• "Services" means the company formation, corporate, advisory, project management and associated consulting services specified in the Scope of Work, proposal or invoice.
• "Client" or "Customer" means the individual or legal entity engaging Elite Consulting for the Services.
• "Scope of Work" means the detailed description of tasks, deliverables and objectives agreed by both parties.
• "Deliverables" means the tangible or intangible results of the Services provided by Elite Consulting.
• "Business Day" means a day (other than a Friday, Saturday, Sunday or public holiday) on which banks are open for business in the United Arab Emirates.

Schedules. Please also refer to the relevant Schedules to this document, which contain specific information about the various onshore and offshore jurisdictions, states and federal or regulatory authorities referenced in the Services.

3. Governing Language

This Agreement is drafted in the English language, which is the governing and authoritative language. Any translation of these Terms into Italian, Spanish or any other language is provided for convenience only. In the event of any conflict, inconsistency or ambiguity between the English version and any translation, the English version shall prevail and be controlling for all purposes, including interpretation and enforcement.

4. United Arab Emirates — General Terms and Conditions

Changes

• This document is intended for informational purposes only, to assist in company setup.
• The information is correct at the time of print; its accuracy may change in line with laws, regulations and practices.
• It is not Elite Consulting's responsibility to keep clients updated on an ongoing basis regarding changes.
• Under no circumstances shall Elite Consulting be liable for any inaccuracy in the information provided; it is the Client's responsibility to inform themselves.
• Promotions are limited to the specified time periods only.

Public Holidays

During periods surrounding Ramadan, Eid and other national or religious holidays, indicative timelines for services may be subject to delays.

Visa Application Process

• Elite Consulting is legally obliged to keep the visa applicant informed and must release the visa/passport directly to the applicant unless directed otherwise.
• All visa-related documents submitted to Elite Consulting will always be processed the following Business Day.
• GCC nationals must personally visit immigration to obtain a Unified Number; the fee is AED 250 per shareholder, with an estimated 3 Business Days.
• If a visa is terminated or cancelled, no refunds will be provided. A new application must begin from scratch and all associated fees must be repaid in full.
• Overstay fines must be settled prior to the issuance of an entry visa.
• Visa applicants outside the country must enter the UAE on a new entry visa, not on tourist visas.
• UAE residents must enter the country at least once every 180 calendar days to maintain their residency status.
• A change of status is required before the Emirates ID Card and medical tests.
• Certain nationalities must confirm entry requirements with their airline before travel.
• Applicants on a 30-day grace period may use an in-country change of status without exiting.
• Applications returned due to pending documents must be completed within ten (10) Business Days to avoid rejection.
• Certain nationalities may face delays or additional requirements.
• Handwritten passports or passports without surnames are not accepted.
• Housemaid-profession visa holders may not qualify for employment visas.
• All outstanding traffic fines must be settled before applying for or cancelling a visa.

Company Documentation and Registered Address

• All company documentation is issued by the relevant authorities; registered addresses are per the trade license.
• Registered addresses must appear on all official correspondence and documentation, including contracts and invoices.
• Flexi-desk arrangements in free zones may not allow for personal or business mail receipt. All mail sent to such P.O. boxes will be destroyed.
• Independent physical P.O. boxes in Dubai are unavailable for free zone companies registered in other emirates.
• Cancelling a P.O. box subscription requires the closure of the associated company.
• Offshore companies and branches of foreign entities are ineligible for Tax Residency Certificates.

Branches and Subsidiaries

• Companies partially or fully owned by another entity must provide current attested Certificates of Incumbency and Good Standing to open bank accounts.
• Opening branches or subsidiaries requires board resolutions and specified documentation.
• All shareholders and beneficial owners must be identifiable for compliance, including for bank account openings.

Company Names

Names referencing religious or governmental entities, or violating public morals, are prohibited, as are restricted terms including geographical identifiers and activities such as "Manufacturing". Prohibited name elements include:

• God's name or references to religion or religious organisations.
• Political organisation names or indicators of political affiliation.
• A surname without a first name (if a personal name is used, it must be the shareholder's).
• Abbreviations, including initials.
• Geographical places (continent, country, region, district, emirate or province).
• Business district names or UAE airport codes (e.g. DXB, AUH).
• Words implying the opposite of the company activity.
• Government project names or popular local or international brand names.
• Specific words such as "Assurance, Bank, Banking, Financial, Government, Insurance, Royal, Trust".
• Punctuation marks and symbols (except "&").
• Names beginning with "International", "Middle East" or "Global" (in any language).

Bank Accounts

• Bank account openings require physical presence in the UAE. Exceptions may apply with properly attested Power of Attorney documentation.
• Companies applying for visas must maintain active company bank accounts.
• Elite Consulting provides banking contacts but does not guarantee account approvals or timelines.
• Renewed trade licenses must be submitted annually to maintain active bank accounts.

Company Closure

• Companies must settle all financial and legal obligations before cancelling trade licenses or visas.
• Allowing licenses or visas to lapse without proper cancellation will result in fines and defaulter status.

Refund Policy

All prices are final, and payments made to Elite Consulting are strictly non-refundable under any circumstances. However, in exceptional cases and solely at the discretion of Elite Consulting, a partial refund of up to a maximum of 50% of the total payment may be considered. Such refunds, if granted, will be processed via bank transfer and may take up to 45 working days to complete. Elite Consulting shall not be held liable for any delays associated with the refund process. The decision to issue a refund, including the amount and eligibility, rests entirely with Elite Consulting and is not subject to negotiation or appeal.

Third-Party Service Providers

Elite Consulting reserves the right to engage third-party service providers to facilitate the efficient delivery of services. This ensures that all processes align with local laws, regulations and best practices. Third-party engagements are carefully vetted and managed to maintain high-quality standards and service integrity.

5. United States of America — General Terms and Conditions

Changes

• This document is intended for informational purposes only.
• The information is correct at the time of print; its accuracy may change in line with laws, regulations and practices.
• It is not Elite Consulting's responsibility to keep the Client updated on an ongoing basis regarding changes.
• Under no circumstances shall Elite Consulting be liable for any inaccuracy in the information provided; it is the Client's responsibility to inform themselves.
• Promotions are limited to the specified time periods only.

Public Holidays

During U.S. federal holidays, processing timelines may be subject to delay.

Employer Identification Number (EIN) Process

• Elite Consulting will assist in obtaining an EIN from the Internal Revenue Service (IRS).
• The EIN issuance process typically requires submission of complete documentation and may take 1–3 weeks, depending on IRS processing times.
• Expedited EIN processing is available for an additional fee and may reduce timelines.

Business License and Permits

• Certain U.S. states and cities may require specific business licenses or permits for operation. Elite Consulting will provide guidance on these requirements based on your chosen jurisdiction.
• Clients are responsible for obtaining and maintaining all necessary licenses and permits. Failure to comply with local requirements may result in fines or operational restrictions.

Registered Agent Services

• Elite Consulting provides Registered Agent services for one year as part of the incorporation package.
• Clients must ensure renewal of Registered Agent services annually to maintain compliance with state regulations.
• Failure to maintain a Registered Agent may lead to administrative dissolution of your company.

Annual Reports and State Filings

• Most U.S. states require companies to file annual reports and pay associated state fees to remain in good standing.
• Elite Consulting can assist with the preparation and submission of these reports.
• Clients must provide accurate and timely information to ensure compliance with filing deadlines.

Bank Account Setup

• Elite Consulting will guide clients through the process of opening a corporate bank account in the U.S.
• Physical presence of company representatives may be required by some banks.
• Clients must adhere to the requirements and protocols of the chosen financial institution to successfully open and maintain accounts.
• Elite Consulting does not guarantee the approval of bank account applications, as decisions rest solely with the financial institution.

Tax Compliance

• Clients are responsible for ensuring compliance with all U.S. federal, state and local tax obligations.
• Elite Consulting provides guidance on tax registration, including sales tax, if applicable.
• Preparation and submission of federal tax forms, such as Form 1120 or Form 5472 for foreign-owned entities, can be arranged for an additional fee.

Beneficial Ownership Information (BOI)

• Elite Consulting will assist in the preparation and filing of Beneficial Ownership Information (BOI) with the Financial Crimes Enforcement Network (FinCEN) as required by U.S. law.
• Clients must provide complete and accurate information about the company's beneficial owners, including names, addresses, dates of birth and identification numbers.
• Failure to file BOI, or providing false information, may result in penalties or legal consequences.
• Elite Consulting is not liable for delays or rejections caused by incomplete or inaccurate client submissions.

Third-Party Service Providers

Elite Consulting reserves the right to engage third-party service providers to facilitate efficient delivery of services. This ensures compliance with U.S. regulations and best practices. All third-party collaborations are managed carefully to maintain high-quality standards and service integrity.

Company Closure

• To close a company in the U.S., formal dissolution paperwork must be filed with the relevant state authority.
• All outstanding state and federal taxes, annual fees and debts must be settled before dissolution.
• Failure to formally dissolve the company may result in ongoing liabilities and penalties.

Applicability to Single-Member LLCs

These Terms and Conditions apply to the setup of Single-Member LLCs (Limited Liability Companies) for non-residents and residents alike. Single-Member LLCs are required to comply with all state and federal regulations as outlined in this document, including but not limited to EIN registration, BOI filing and annual report submissions. Clients are responsible for ensuring adherence to these requirements to maintain the good standing of their Single-Member LLCs.

Responsibility for Business Operations

Elite Consulting is not responsible for the closure of bank accounts, payment processors such as Stripe or PayPal, or similar services. These closures are often related to the operational activities and nature of the business itself. It is the client's sole responsibility to ensure compliance with the terms and conditions of such financial service providers and to manage their accounts appropriately. Any disputes, rejections or suspensions are outside the scope of Elite Consulting's services. Elite Consulting is not liable or responsible under any circumstances for the closure of bank accounts or payment processors such as Stripe, PayPal or similar services. These matters are solely the responsibility of the client and are directly related to their operations, compliance and activities. Clients are expected to manage their accounts in accordance with the respective terms and conditions of these service providers.

Customer Responsibilities

The Customer represents, warrants and agrees:

• Not to carry on any business which could be construed as illegal, defamatory, immoral or obscene under U.S.A. laws.
• Not to carry out activities other than those permitted under its trade license or company documents.
• To cooperate with Elite Consulting in all matters relating to the Services.
• To provide Elite Consulting with all such information and materials as Elite Consulting or a third party may reasonably require in order to supply the Services, and to ensure that such information is complete and accurate in all material respects.
• That all information, documents, signatures and forms provided to Elite Consulting are and shall be accurate and authentic. The Customer acknowledges that anything found not to be accurate or authentic may result in fines and/or criminal prosecution.
• To be bound by the terms and conditions of any third-party supplier (free zone, immigration or regulatory authority).
• To comply with all applicable laws and regulations, including anti-money laundering laws.
• To utilise and apply the Services for the express use only of the company registered via Elite Consulting.
• Not to sell, assign or delegate the Products or the benefit of the Services without the prior written consent of Elite Consulting and the relevant third parties or regulatory authorities.
• To pay the Charges on the relevant due dates (as communicated to the Customer by Elite Consulting).
• To collect all original company documents from Elite Consulting within ninety (90) calendar days (failing which these documents may be returned to the licensing authority).
• In relation to companies incorporated within the U.S. Government registries, to provide Elite Consulting with proof of payment via email at the end of each month.
• To perform all other obligations as agreed in the Agreement.

KYC Requirement. All clients of Elite Consulting, including owners and beneficial owners (BOI), are required to successfully complete an electronic KYC (Know Your Customer) due diligence process. This mandatory step ensures compliance with regulatory requirements and helps maintain transparency and integrity in all business operations. The KYC process must be completed accurately and in a timely manner to proceed with any services.

Limitation of Liability (USA)

Elite Consulting shall not be liable for any changes to requirements, restrictions, rules, costs or procedures in relation to the Services (including those made by the relevant free zone, immigration or other regulatory authority).

Any indicative timelines provided by Elite Consulting are based on average past experience, and the Customer acknowledges that the process may be shorter or longer than set out in the indicative timelines. Elite Consulting accepts no liability for any discrepancies. Any reference to "days" in an indicative timeline provided to the Customer shall be deemed to be a reference to Business Days.

Elite Consulting shall not under any circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for: (a) any loss of goodwill, profit, revenue, business, anticipated savings, or damage to brand or reputation; or (b) any loss that is an indirect or secondary consequence of any act or omission of that Party, including in respect of any act, omission, neglect, delay or default by any of Elite Consulting's employees or agents.

Neither Elite Consulting nor the Customer limits any liability which cannot legally be limited, including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.

Elite Consulting shall not be liable for any charges, costs, expenses or loss to the Customer arising from: (a) any contract or agreement the Customer has entered into with a third-party provider, government or free zone entity; (b) any changes to fees, requirements, services or products imposed by a third-party provider (including but not limited to a licensing, government or free zone entity); or (c) the disruption or termination of services provided by a third party (including but not limited to a licensing, government or free zone entity).

Indemnification. The Customer shall indemnify Elite Consulting on demand against any losses, liabilities, costs (including reasonable legal costs), damages or expenses arising from: (a) any breach by the Customer of the terms of this Agreement; (b) any late renewal of a company license after the expiry date of the license; (c) any changes that are made to the Services or Products after the date this Agreement is entered into; (d) any increased costs, charges or expenses imposed by a third-party provider (including but not limited to a licensing, government or free zone entity); and (e) any other costs, claims, damages or penalties incurred by Elite Consulting in connection with this Agreement, other than in cases of wilful misconduct or gross negligence of Elite Consulting.

Liability cap. The total liability of Elite Consulting under this Agreement and in respect of the provision of Services to the Customer (including liability for the acts or omissions of its employees, agents and subcontractors), whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, shall in no circumstances exceed the amount charged to the Customer by Elite Consulting for the supply of its Services. This clause shall survive termination of this Agreement.

6. Hong Kong (SAR) — General Terms and Conditions

Changes

• This document is intended for informational purposes only.
• The information is correct at the time of print; its accuracy may change in line with laws, regulations and practices.
• It is not Elite Consulting's responsibility to keep the Client updated on an ongoing basis regarding changes.
• Under no circumstances shall Elite Consulting be liable for any inaccuracy in the information provided; it is the Client's responsibility to inform themselves.
• Promotions are limited to the specified time periods only.

Public Holidays

During Hong Kong public holidays, processing timelines may be subject to delay.

Business Registration and Certificates

• Elite Consulting will assist in obtaining the Business Registration Certificate from the Inland Revenue Department (IRD).
• The standard processing time for the certificate is 1–2 weeks, subject to IRD schedules.
• Clients are responsible for maintaining the Business Registration Certificate annually to remain compliant.

Company Secretary and Registered Address

Hong Kong companies are required to appoint a Company Secretary. Elite Consulting offers Company Secretary services as part of the incorporation package. A valid registered address in Hong Kong is mandatory for company registration, and Elite Consulting provides registered address services for one year.

Annual Returns and Compliance

• Hong Kong companies must file Annual Returns with the Companies Registry. Elite Consulting provides assistance with this filing process.
• Clients must provide accurate and timely information for the preparation of Annual Returns to avoid penalties.

Bank Account Setup

• Elite Consulting will guide clients through the process of opening a corporate bank account in Hong Kong.
• Physical presence of directors and shareholders may be required by Hong Kong banks.
• Clients must adhere to the requirements and protocols of the chosen financial institution to successfully open and maintain accounts.
• Elite Consulting does not guarantee the approval of bank account applications, as decisions rest solely with the financial institution.

Tax Compliance

• Clients are responsible for ensuring compliance with all Hong Kong tax obligations.
• Elite Consulting provides guidance on tax registration and filing requirements.
• Corporate tax returns must be filed annually with the Inland Revenue Department.

Beneficial Ownership Information (BOI)

• Elite Consulting will assist in the preparation and filing of the Significant Controllers Register (SCR) as required by Hong Kong law.
• Clients must provide complete and accurate information about the company's beneficial owners, including names, addresses and identification details.
• Failure to maintain the SCR, or providing false information, may result in penalties or legal consequences.

Third-Party Service Providers

Elite Consulting reserves the right to engage third-party service providers to facilitate efficient delivery of services. This ensures compliance with Hong Kong regulations and best practices. All third-party collaborations are managed carefully to maintain high-quality standards and service integrity.

Company Closure

• To close a company in Hong Kong, formal deregistration must be filed with the Companies Registry.
• All outstanding taxes, annual fees and debts must be settled before deregistration.
• Failure to formally deregister the company may result in ongoing liabilities and penalties.

Applicability to Private Companies

These Terms and Conditions apply to the setup of private limited companies in Hong Kong for both residents and non-residents. Private companies are required to comply with all statutory obligations as outlined in this document.

Responsibility for Business Operations

Elite Consulting is not responsible for the closure of bank accounts, payment processors such as Stripe or PayPal, or similar services. These closures are often related to the operational activities and nature of the business itself. It is the client's sole responsibility to ensure compliance with the terms and conditions of such financial service providers and to manage their accounts appropriately. Any disputes, rejections or suspensions are outside the scope of Elite Consulting's services. Elite Consulting is not liable or responsible under any circumstances for the closure of bank accounts or payment processors such as Stripe, PayPal or similar services. These matters are solely the responsibility of the client and are directly related to their operations, compliance and activities. Clients are expected to manage their accounts in accordance with the respective terms and conditions of these service providers.

Customer Responsibilities

The Customer represents, warrants and agrees:

• Not to carry on any business which could be construed as illegal, defamatory, immoral or obscene under Hong Kong laws.
• Not to carry out activities other than those permitted under its company documents.
• To cooperate with Elite Consulting in all matters relating to the Services.
• To provide Elite Consulting with all such information and materials as Elite Consulting or a third party may reasonably require in order to supply the Services, and to ensure that such information is complete and accurate in all material respects.
• That all information, documents, signatures and forms provided to Elite Consulting are and shall be accurate and authentic. The Customer acknowledges that anything found not to be accurate or authentic may result in fines and/or criminal prosecution.
• To be bound by the terms and conditions of any third-party supplier (bank or regulatory authority).
• To comply with all applicable laws and regulations, including anti-money laundering laws.
• To utilise and apply the Services for the express use only of the company registered via Elite Consulting.
• Not to sell, assign or delegate the Products or the benefit of the Services without the prior written consent of Elite Consulting and the relevant third parties or regulatory authorities.
• To pay the Charges on the relevant due dates (as communicated to the Customer by Elite Consulting).
• To collect all original company documents from Elite Consulting within ninety (90) calendar days (failing which these documents may be returned to the regulatory authority).
• To perform all other obligations as agreed in the Agreement.

KYC Requirement. All clients of Elite Consulting, including owners and beneficial owners, are required to successfully complete an electronic KYC (Know Your Customer) due diligence process. This mandatory step ensures compliance with regulatory requirements and helps maintain transparency and integrity in all business operations. The KYC process must be completed accurately and in a timely manner to proceed with any services.

Limitation of Liability (Hong Kong)

Elite Consulting shall not be liable for any changes to requirements, restrictions, rules, costs or procedures in relation to the Services (including those made by regulatory authorities).

Any indicative timelines provided by Elite Consulting are based on average past experience, and the Customer acknowledges that the process may be shorter or longer than set out in the indicative timelines. Elite Consulting accepts no liability for any discrepancies. Any reference to "days" in an indicative timeline provided to the Customer shall be deemed to be a reference to Business Days.

Elite Consulting shall not under any circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for: (a) any loss of goodwill, profit, revenue, business, anticipated savings, or damage to brand or reputation; or (b) any loss that is an indirect or secondary consequence of any act or omission of that Party, including in respect of any act, omission, neglect, delay or default by any of Elite Consulting's employees or agents.

Neither Elite Consulting nor the Customer limits any liability which cannot legally be limited, including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.

Elite Consulting shall not be liable for any charges, costs, expenses or loss to the Customer arising from: (a) any contract or agreement the Customer has entered into with a third-party provider or regulatory authority; (b) any changes to fees, requirements, services or products imposed by a third-party provider (including but not limited to a regulatory authority); or (c) the disruption or termination of services provided by a third party.

Indemnification. The Customer shall indemnify Elite Consulting on demand against any losses, liabilities, costs (including reasonable legal costs), damages or expenses arising from: (a) any breach by the Customer of the terms of this Agreement; (b) any late renewal of a company license after the expiry date of the license; (c) any changes that are made to the Services or Products after the date this Agreement is entered into; (d) any increased costs, charges or expenses imposed by a third-party provider; and (e) any other costs, claims, damages or penalties incurred by Elite Consulting in connection with this Agreement, other than in cases of wilful misconduct or gross negligence of Elite Consulting.

Liability cap. The total liability of Elite Consulting under this Agreement and in respect of the provision of Services to the Customer (including liability for the acts or omissions of its employees, agents and subcontractors), whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, shall in no circumstances exceed the amount charged to the Customer by Elite Consulting for the supply of its Services. This clause shall survive termination of this Agreement.

7. Project Management & Startup Consulting — General Terms and Conditions

Scope of Work

• Elite Consulting shall perform the Services outlined in the Scope of Work with reasonable skill, care and diligence.
• Any changes to the Scope of Work must be agreed in writing and may result in fee or timeline adjustments.

Responsibilities of the Parties

Elite Consulting shall:

• Ensure timely execution of the Services.
• Communicate regularly with the Client on project progress.
• Provide personnel with the necessary expertise for the Services.
• Refrain from engaging in any illegal activities, and reserve the right to report any illegal activities or suspicious conduct to government authorities and competent entities.
• Conduct Know Your Customer (KYC) due diligence for all parties involved in the project to ensure compliance with applicable laws and regulations.
• Engage third-party providers as necessary to enhance the delivery of the Services; all third-party collaborations will be managed to maintain high-quality standards and service integrity.

The Client shall:

• Provide accurate and timely information, materials and support as required.
• Respond promptly to Elite Consulting's queries and requests.
• Ensure access to relevant facilities, systems and personnel as needed.

Fees and Payment

• The Client agrees to pay the fees as set out in the agreed proposal or contract.
• All fees are exclusive of applicable taxes unless explicitly stated otherwise.
• Payment terms are per invoice; late payments incur interest at 10% per month or the maximum rate permitted by law.
• Additional expenses (travel, accommodation, materials) will be invoiced with prior approval.

Confidentiality

• Both parties agree to keep confidential any proprietary or sensitive information disclosed during the course of the project.
• Confidentiality obligations shall survive the termination of this Agreement.

Intellectual Property

• All intellectual property created or developed during the execution of the Services shall belong to the Client upon full payment of fees, unless otherwise agreed in writing.
• Pre-existing intellectual property of Elite Consulting shall remain the exclusive property of Elite Consulting.

Limitation of Liability (Project Management)

• Elite Consulting shall not be liable for any indirect, consequential or special damages, including loss of revenue, profits or business opportunities.
• Elite Consulting shall not be liable for failure of the project to meet its objectives, timelines or deliverables, nor for any damage to the Client's reputation or brand image resulting from the project or its outcomes.
• The total liability of Elite Consulting under this Agreement shall not exceed the amount of fees paid by the Client for the specific project giving rise to the claim.

Termination

• Either party may terminate this Agreement by giving 30 days' written notice.
• Elite Consulting may terminate the Agreement immediately if the Client fails to pay fees or breaches any material term of this Agreement.
• Upon termination, the Client shall pay Elite Consulting for all Services performed up to the date of termination.

Dispute Resolution

• Any disputes arising under this Agreement shall be resolved through good-faith negotiations.
• If negotiations fail, the dispute shall be referred to mediation or arbitration in accordance with the applicable laws of the United Arab Emirates.

8. Payment, Invoicing & Enforcement

This section applies to all Services across all jurisdictions, in addition to any jurisdiction-specific payment terms above.

• Due dates. Invoices, quotations and instalments are payable in full by the due dates stated on the invoice or otherwise communicated by Elite Consulting. Time for payment is of the essence.
• Late payment interest. Any amount not paid when due shall accrue interest from the due date until payment in full at the rate of 10% per month (or, where a lower cap is required by applicable law, the maximum rate permitted by law), together with all costs of collection, including reasonable legal and administrative costs.
• No set-off. All amounts are payable in full without deduction, withholding or set-off, save as required by law.
• Suspension and withholding. Where the Customer fails to pay any amount when due, fails to complete KYC, or fails to cooperate or provide required information or documents, Elite Consulting may (without liability) suspend or decline to commence or continue the Services and may withhold the delivery or release of any documents, filings, deliverables or original company documents until all outstanding amounts are paid and all outstanding cooperation is provided.
• No chargebacks. The Customer shall not initiate, cause or instruct any chargeback, payment reversal, or dispute of any card, bank or payment-processor transaction, nor instruct any "stop payment", in respect of amounts properly due to Elite Consulting.
• Chargeback as material breach. Any chargeback, reversal or payment dispute raised in breach of the preceding paragraph constitutes a material breach of this Agreement. In such event Elite Consulting shall be entitled to recover the disputed amount in full, together with all associated bank, processor, administrative and legal costs and the interest set out above, and to immediately suspend or terminate all Services.

9. Anti-Circumvention & Non-Solicitation

The Customer acknowledges that Elite Consulting's relationships, contacts and introductions (including banks, financial institutions, payment providers, service providers, agents, introducers, regulators' liaisons and subcontractors) are confidential and commercially valuable.

For a period of twenty-four (24) months from the date of the relevant introduction, the Customer shall not, whether directly or indirectly and whether alone or with or through any other person, contact, engage, transact with, solicit or otherwise deal with any bank, provider, agent, introducer or other third party introduced to the Customer by Elite Consulting in a manner intended to bypass, circumvent or avoid Elite Consulting or to avoid, reduce or defeat any fees, charges or commissions payable to Elite Consulting.

If the Customer breaches this clause, Elite Consulting shall be entitled to recover from the Customer, as a debt, the full fees, charges and commissions it would have earned but for the circumvention, together with its costs (including reasonable legal costs). This clause shall survive termination of this Agreement.

10. Sanctions & Export Compliance

The Customer represents, warrants and undertakes on a continuing basis that:

• Neither the Customer nor any of its owners, beneficial owners, directors, officers or affiliates is a person that is the target of, listed under, owned or controlled by, or acting on behalf of a person subject to, any sanctions or embargo administered by the United Arab Emirates, the United Nations, the United States (including OFAC), the United Kingdom, the European Union or any other applicable authority.
• The Customer is not located, organised or resident in, and will not use the Services in connection with, any comprehensively sanctioned or embargoed country or territory.
• The Customer will not, directly or indirectly, use, resell or make the Services or any resulting company, account or product available in a manner that would breach applicable sanctions, export-control, anti-money laundering, anti-bribery or counter-terrorist-financing laws.

Elite Consulting may, without liability, refuse, suspend or terminate the Services immediately, and report to the competent authorities, if it reasonably believes any of these warranties is or has become untrue or that continued performance would expose it to legal or regulatory risk. The Customer shall indemnify Elite Consulting against any loss, penalty or cost arising from a breach of this clause.

11. Confidentiality & Intellectual Property

This section applies to all Services across all jurisdictions.

• Each party shall keep confidential all proprietary or sensitive information disclosed by the other in connection with the Services, and shall not use or disclose it except as necessary to perform this Agreement or as required by law or regulator. These confidentiality obligations survive termination.
• All intellectual property created or developed by Elite Consulting during the execution of the Services shall, where applicable, belong to the Client upon full payment of all fees, unless otherwise agreed in writing.
• Any pre-existing intellectual property, know-how, templates, methodologies, tools and materials of Elite Consulting remain the exclusive property of Elite Consulting, and nothing in this Agreement transfers or licenses them except to the limited extent needed for the Client to use the Deliverables.
• Until full payment is received, the Customer acquires no right, title or licence in any Deliverable or document, and Elite Consulting may withhold it.

12. General Provisions

The following provisions apply to all Services and all jurisdictions covered by these Terms (United Arab Emirates, United States of America, Hong Kong SAR and Project Management & Startup Consulting), notwithstanding anything more limited stated in an individual section.

• Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, that provision shall be severed and the remaining provisions shall continue in full force and effect; the severed provision shall be replaced by a valid provision that most closely reflects the parties' original intention.
• Waiver. No failure or delay by Elite Consulting in exercising any right or remedy shall operate as a waiver of it, and no single or partial exercise shall prevent any further exercise. A waiver is effective only if in writing and signed by Elite Consulting.
• Assignment. The Customer may not assign, transfer, charge, subcontract or otherwise deal with any of its rights or obligations under this Agreement without the prior written consent of Elite Consulting. Elite Consulting may assign, transfer, subcontract or novate any of its rights or obligations to any affiliate or third party.
• Notices. Notices under this Agreement shall be in writing and sent to Elite Consulting at [email protected] and to the Customer at the email or address it most recently provided; notices sent by email are deemed received on the next Business Day.
• Force majeure. The parties' obligations are subject to the dedicated Force Majeure section of these Terms, which applies to all Services and all jurisdictions.
• Entire agreement. This Agreement (including these Terms, the applicable Schedules, the Scope of Work, proposal and invoices) constitutes the entire understanding between the parties and supersedes all prior agreements, representations, statements, marketing materials and discussions, whether written or oral. The Customer confirms that it has not relied on any representation not expressly recorded in this Agreement. Any amendment must be in writing and signed (including by electronic signature) by both parties.
• No third-party beneficiaries. This Agreement is made for the benefit of the parties only. A person who is not a party to this Agreement has no right to enforce or rely upon any of its terms, and the consent of no third party is required to vary, rescind or terminate this Agreement.
• Independent contractor. Elite Consulting acts at all times as an independent contractor. Nothing in this Agreement creates, or shall be construed as creating, any partnership, joint venture, employment, agency, trust or fiduciary relationship between Elite Consulting and the Customer.
• Set-off. Elite Consulting may set off any amount owed by the Customer against any amount Elite Consulting owes to the Customer or holds on the Customer's behalf. The Customer shall pay all amounts due under this Agreement in full, without any set-off, counterclaim, deduction or withholding, save only as required by law.
• Survival. The clauses relating to payment and enforcement, anti-circumvention, sanctions, confidentiality and intellectual property, no professional advice, no guarantee of outcomes, third-party services, client responsibilities and non-reliance, disclaimer of warranties, limitation of liability, indemnification, changes in law, time limits for claims, governing language, and governing law and jurisdiction shall survive termination or expiry of this Agreement, however arising.

13. No Legal, Tax, Financial or Investment Advice

Elite Consulting is a management consultancy and corporate-services intermediary. Elite Consulting is not a law firm, licensed tax adviser, accountant, auditor, financial adviser, investment adviser, broker-dealer or immigration attorney, and it is not regulated as any of the foregoing in any jurisdiction. No member of its staff acts in any such capacity when providing the Services.

Nothing constitutes advice. Nothing contained on the website, in any brochure, proposal, comparison, guide, email, message, call, consultation or other communication from Elite Consulting constitutes, or shall be construed as, legal, tax, accounting, financial, investment or immigration advice, or a recommendation or solicitation to adopt any particular structure, jurisdiction, bank or course of action. All information is provided for general informational purposes only and reflects Elite Consulting's practical, administrative experience, not professional advice.

Independent advice required. Before instructing Elite Consulting, and before acting or refraining from acting on any information provided by Elite Consulting, the Customer must obtain its own independent professional advice from appropriately qualified and licensed advisers in every jurisdiction relevant to its circumstances, including, without limitation, the Customer's country of citizenship, tax residence and domicile. In particular, the Customer is solely responsible for obtaining home-country tax advice regarding the consequences of establishing or owning any foreign entity, account or residency.

No professional relationship. No attorney–client, solicitor–client, accountant–client, fiduciary, trustee or advisory relationship of any kind is created between Elite Consulting and the Customer, whether by these Terms, by any engagement, by payment of any fee, or by any communication. The Customer expressly waives, to the fullest extent permitted by law, any claim premised on the existence of such a relationship.

14. No Guarantee of Outcomes

The Customer acknowledges and agrees that every incorporation, registration, license approval, bank-account opening, payment-processor onboarding, visa, residency or immigration application, tax registration, certificate issuance and any other government, banking or third-party decision is made at the sole and absolute discretion of the relevant authority, bank or institution, applying its own criteria, which may change without notice and which are outside the knowledge and control of Elite Consulting.

Accordingly, Elite Consulting gives no guarantee, warranty, representation or assurance of any kind, express or implied, as to:

• the approval, acceptance or success of any application, filing or request;
• the timing or processing time of any application, filing or request, all estimated timelines being indicative only and based on past average experience;
• the availability of any license type, activity, visa category, bank, account type, name or structure at the time of application; or
• the continued validity, renewal or non-revocation of any license, visa, residency, account, approval or registration once granted.

Fees remunerate work, not results. All fees charged by Elite Consulting remunerate the professional time, expertise, preparation, coordination and administrative work actually performed, and are earned upon performance of that work regardless of outcome. The rejection, refusal, delay, suspension, revocation or non-renewal of any application or facility by any authority, bank or institution does not constitute a failure of the Services and does not entitle the Customer to any refund, credit, damages or other compensation from Elite Consulting.

15. Third-Party Services and Introductions

The performance of the Services necessarily involves banks, financial institutions, payment providers, government departments, registrars, free zone and licensing authorities, immigration authorities, notaries, attestation offices, translators, couriers, insurers, registered agents and other independent professionals and suppliers (together, "Third-Party Providers").

Independence. All Third-Party Providers are independent third parties. They are not agents, partners, joint venturers, subcontracted fiduciaries or employees of Elite Consulting, and Elite Consulting has no authority over, and assumes no responsibility for, their decisions, conduct or performance. Their services are governed solely by their own terms, conditions, fee schedules and policies, which the Customer accepts directly and is responsible for reviewing.

No liability for Third-Party Providers. To the fullest extent permitted by law, Elite Consulting shall have no liability whatsoever for the acts, omissions, errors, negligence, delays, fee or policy changes, requirement changes, service disruptions, rejections, suspensions, account closures, de-banking decisions, insolvency or failure of any Third-Party Provider, nor for any loss or cost the Customer incurs in dealing with them.

Introductions are a courtesy. Any introduction, referral or recommendation of a Third-Party Provider (including any bank or payment provider) is provided as a courtesy only, without any warranty, endorsement or guarantee of suitability, availability, pricing, approval or continued service, and does not make Elite Consulting a party to, or guarantor of, any resulting relationship.

16. Client Responsibilities, Warranties and Non-Reliance

In addition to the jurisdiction-specific Customer responsibilities set out above, the Customer represents, warrants and undertakes on a continuing basis that:

• all information, documents, declarations and materials provided to Elite Consulting are and will remain true, accurate, complete and current, and the Customer will promptly notify Elite Consulting in writing of any change in its circumstances (including ownership, control, residence, address, activity or contact details);
• the Customer is solely responsible for its own legal, tax and regulatory compliance in every jurisdiction that applies to it, including, without limitation, determination of its personal and corporate tax residency, controlled-foreign-company (CFC) and similar attribution rules, CRS, FATCA and all other reporting and disclosure obligations, economic-substance requirements, transfer-pricing rules, and any registration, filing or payment obligations arising from any structure established with Elite Consulting's assistance;
• the Customer will use every entity, account, license, visa and structure only for lawful purposes and in compliance with all applicable laws, including tax, anti-money laundering, counter-terrorist-financing, anti-bribery and sanctions laws;
• the Customer will maintain its own complete records of all documents, filings, deliverables and correspondence, and will not rely on Elite Consulting as archivist or record-keeper; and
• the Customer has satisfied itself as to the suitability of the chosen jurisdiction, structure and services through its own independent enquiries and advisers.

Non-reliance. The Customer acknowledges and agrees that, in entering into this Agreement and in instructing any Service, it has not relied on any statement, promise, forecast, illustration, marketing content, testimonial or representation made by or on behalf of Elite Consulting that is not expressly set out in writing in the engagement documents, and it irrevocably waives any claim based on any such statement, save in the case of fraud.

17. Disclaimer of Warranties; Website Content

To the fullest extent permitted by applicable law, the Services, the website and all content, information, tools and materials made available by Elite Consulting are provided "as is" and "as available", without warranty, condition or representation of any kind, whether express, implied, statutory or otherwise. All implied warranties and conditions — including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, completeness, non-infringement and uninterrupted or error-free availability — are hereby excluded.

Website content is general information only. Content published on https://eliteconsultingclub.com (including jurisdiction pages, comparisons, guides, blog articles, FAQs and pricing indications) is provided for general information and marketing purposes only. Laws, regulations, fee schedules and administrative practices in the jurisdictions we cover change frequently and without notice; content may therefore contain errors, omissions or outdated information, and Elite Consulting may amend, correct or remove any content at any time without notice and assumes no obligation to update it.

• Testimonials and case studies reflect the individual experiences of specific clients under their specific circumstances. They are not a promise, forecast or guarantee that any other client will achieve the same or similar results.
• Third-party links on the website are provided for convenience only. Elite Consulting does not control, endorse or assume any responsibility for the content, products, services, policies or practices of any linked third-party website.
• No oral or written information obtained from Elite Consulting or from the website shall create any warranty not expressly stated in these Terms.

18. Limitation of Liability

This section applies to all Services and all jurisdictions, in addition to (and, where more protective of Elite Consulting, in priority over) the jurisdiction-specific limitation clauses above. It reflects an agreed allocation of risk that is reflected in Elite Consulting's fees, and applies whether the relevant claim is framed in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise.

Exclusion of indirect loss. To the maximum extent permitted by applicable law, Elite Consulting shall have no liability whatsoever for any indirect, incidental, special, consequential, punitive or exemplary damages, nor for any loss of profit, revenue, business, opportunity, contract, goodwill, reputation, data or anticipated savings, in each case whether or not foreseeable and whether or not Elite Consulting was advised of the possibility of such loss.

Aggregate cap. To the maximum extent permitted by applicable law, the total aggregate liability of Elite Consulting (including its owners, directors, officers, employees, agents and affiliates) for all claims arising out of or relating to an engagement, however arising, shall not exceed the total professional fees actually paid by the Customer to Elite Consulting for the specific Service giving rise to the claim — excluding all government fees, bank charges and other third-party disbursements — in the twelve (12) months immediately preceding the event giving rise to the claim. The existence of multiple claims or events shall not enlarge this cap.

Statutory carve-out. Nothing in these Terms excludes or limits any liability that cannot lawfully be excluded or limited under applicable law, including liability for fraud, fraudulent misrepresentation or wilful misconduct, or for death or personal injury caused by negligence. This section shall survive termination or expiry of this Agreement.

19. Indemnification

The Customer shall indemnify, defend and hold harmless Elite Consulting and its owners, shareholders, directors, officers, employees, agents, contractors and affiliates (together, the "Indemnified Parties") from and against any and all claims, demands, actions, proceedings, liabilities, damages, losses, penalties, fines, taxes, assessments, costs and expenses (including legal fees and costs on a full-indemnity basis) suffered or incurred by any Indemnified Party arising out of or in connection with:

• any breach by the Customer of these Terms, the Agreement or any warranty or undertaking given by the Customer;
• any inaccurate, incomplete, misleading or fraudulent information or documentation provided by or on behalf of the Customer;
• the Customer's use or misuse of any entity, company, license, visa, bank account, payment facility or structure established, obtained or introduced through the Services;
• the Customer's violation of any law or regulation in any jurisdiction, including tax, reporting, anti-money laundering, counter-terrorist-financing, anti-bribery, sanctions and immigration laws;
• any chargeback, payment reversal or payment dispute raised in breach of these Terms, including all resulting bank, processor, administrative and legal costs; and
• any claim by a third party (including any authority, bank, Third-Party Provider, counterparty, employee or investor of the Customer) connected with the Customer's business, structures or affairs.

This indemnity is a continuing obligation, is independent of the Customer's other obligations, applies whether or not the relevant liability was foreseeable, does not apply to the extent a liability is finally determined to have resulted solely from the wilful misconduct or gross negligence of Elite Consulting, and shall survive termination or expiry of this Agreement.

20. Force Majeure

Elite Consulting shall not be liable for, and shall not be deemed in breach of this Agreement by reason of, any failure or delay in performing any obligation caused in whole or in part by any event or circumstance beyond its reasonable control (a "Force Majeure Event"), including, without limitation:

• acts of God, natural disasters, fire, flood, earthquake or extreme weather;
• war, hostilities, terrorism, sabotage, civil unrest, riots or blockades;
• epidemics, pandemics, quarantine restrictions and public-health measures;
• strikes, lock-outs and other labour disputes;
• failure or interruption of power, internet, telecommunications or other utilities, and cyber-attacks, hacking or malicious code;
• acts, orders, decisions, delays or omissions of any government, court, free zone, immigration, licensing or regulatory authority, and any change in law, regulation or policy;
• failures, restrictions, suspensions or closures within the banking or payment system; and
• sanctions, embargoes and export or currency controls imposed by any competent authority.

During a Force Majeure Event, the affected obligations of Elite Consulting are suspended for the duration of the event and all affected timelines are extended accordingly. A Force Majeure Event does not relieve the Customer of its payment obligations for work performed, and no refund, credit or compensation shall be due in respect of any suspension, delay or non-performance caused by a Force Majeure Event.

21. Changes in Law and Regulation

The Customer acknowledges that the legal, tax, banking and regulatory frameworks of the United Arab Emirates and of every other jurisdiction served by Elite Consulting change frequently, materially and without notice, including changes to corporate and tax legislation, licensing regimes and activities, government and free zone fee schedules, visa and residency rules, treaty networks and their application, banking and compliance policies, and administrative practice.

To the fullest extent permitted by law, Elite Consulting shall have no liability for any consequence of any such change — whether occurring before, during or after an engagement — including any resulting cost increase, requirement change, delay, rejection, restructuring need, loss of benefit or loss of validity of any license, visa, account or structure. Elite Consulting is under no obligation to monitor changes on the Customer's behalf, to notify the Customer of changes, or to update, revise or re-perform any deliverable, document or advice-adjacent material issued before the change. Any assistance in responding to a change in law constitutes a new, separately chargeable engagement.

22. Time Limit for Claims; Complaints

Notice of claims. Any claim, demand or cause of action of any kind against Elite Consulting arising out of or relating to the Services or this Agreement must be notified to Elite Consulting in writing within thirty (30) days of the date the Customer becomes aware, or ought reasonably to have become aware, of the grounds for it, with sufficient detail of the alleged facts, breach and loss.

Contractual limitation period. In any event, and to the fullest extent permitted by applicable law, any such claim must be commenced within twelve (12) months of the event giving rise to it. Any claim not notified and commenced within these periods is irrevocably waived, released and forever barred, and Elite Consulting shall have no liability in respect of it.

Complaints Procedure

• Complaints must be submitted in writing to [email protected], identifying the engagement, the persons involved and the outcome sought.
• Elite Consulting will acknowledge receipt of a complaint and conduct a good-faith internal review, and will respond within a reasonable period.
• The Customer agrees to complete this complaints procedure, and to engage in good-faith discussion of the outcome, before commencing any proceedings against Elite Consulting.

23. Governing Law & Jurisdiction

This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter, shall be governed by and construed in accordance with the laws of the United Arab Emirates. The parties submit to the exclusive jurisdiction of the courts of Dubai. As set out above, the English language governs and prevails over any translation.

24. Company Details & Contact

For any questions about these Terms and Conditions, please contact Elite Consulting at [email protected].