This Client Agreement (("Agreement")) is made and entered into on the date of acceptance by the Client (as defined below) of the terms and conditions set forth herein by and between ALLIANCE EDGE CORPORATE SERVICES PROVIDERS CO. L.L.C. hereinafter ("Alliance Advisers") a company registered in U.A.E., Dubai Mainland, with its website at https://www.allianceadvisers.com/, and the Client hereinafter ("Client")).
The Client adheres to the following:
The United Arab Emirates is Alliance Advisers country of domicile; the governing law is the local laws of the U.A.E. All disputes arising in connection therewith shall be heard only by a court of competent jurisdiction in the U.A.E.
Payment options are available for Visa and/or MasterCard debit and credit cards. AED will be accepted for payment.
We will not trade with or provide any services to OFAC (Office of Foreign Assets Control) and sanctioned countries in accordance with the law of the U.A.E.
Cardholders must retain a copy of transaction records and Merchant policies and rules.
The user is responsible for maintaining the confidentiality of his account.
Services: Alliance Advisers will deliver corporate services to the Client per mandate, known as "Services." These include but aren't limited to Business Consulting, Licensing Services, Company Formation, Business Planning, Fintech Support, Business Development, Organizational Structuring, Compliance, Risk Management, Internal Controls, Marketing Support, I.T. Support, and Content Writing, activities which are covered under the Corporate Services Provider and Management Consultancy activities.
Payment: This clause outlines the payment terms for the Services Alliance Advisers provides to the Client. In consideration for the Services rendered, the Client agrees to pay Alliance Advisers the fees specified in the applicable fee schedule. The fee schedule may be included as an annex or attachment to the Agreement or supplied by Alliance Advisers in various formats such as online, physical documents, or via email (collectively referred to as the "Fees").
The purpose of the payment clause is to establish a clear understanding of the financial obligations between the parties, ensuring that Alliance Advisers receives appropriate compensation for the Services it provides and that the Client is aware of the costs associated with these Services. It is important to note that there are no refunds for any payments made unless specified otherwise in the engagement agreement, and the Client may need to settle any unsettled invoices or pay for new invoices depending on the work and services delivered to the Client and any ancillary contracts.
By explicitly outlining the payment terms, the parties can avoid potential disputes or misunderstandings related to the fees, payment schedule, or payment methods. This clause helps ensure that both parties have a shared understanding of the financial aspects of their business relationship, promoting transparency and fostering trust
In practice, the fee schedule provided by Alliance Advisers may include information such as the specific fees for each Service, any applicable taxes or additional charges, payment due dates, accepted payment methods, and any late payment penalties. The Client is expected to review and understand the fee schedule and make payments in accordance with the specified terms. Failure to do so may result in the suspension or termination of the Services or other legal consequences, as outlined in the Agreement.
Payment confirmation: Once the payment is made, the confirmation notice will be sent to the client via email instantly or within 24 hours of receipt of payment.
Cancelation policy: The customer can cancel the online requested services within 24 hours; refunds will be made back to the payment solution used initially by the customer according to Alliance Advisers' refund policy.
Given the distinctive and intricate characteristics of contracts related to tenders and special projects, service-level agreements are handled in accordance with the Cancellation Policy as outlined on the Alliance Advisers website. Such agreements will also be subject to specific clauses within the service-level agreement applicable to each project
Term: This clause establishes the duration of the Agreement, defining when it begins and how it can be terminated. The Agreement commences on the date the Client accepts its terms and conditions, which typically occurs when the Client explicitly orders a service from Alliance Advisers using any available communication methods provided by the company.
The Agreement remains in effect until the Services are completed, or either party terminates it upon providing written notice to the other party. The purpose of the term clause is to set clear expectations for the duration of the business relationship between Alliance Advisers and the Client, ensuring that both parties understand their respective rights and obligations throughout the Agreement's term.
By specifying that either party can terminate the Agreement with written notice, the clause provides a mechanism for ending the relationship if circumstances change or if either party is dissatisfied with the Services or the Agreement's terms. This termination provision allows both parties to protect their interests and manage their business relationships flexibly.
In practice, when either party wishes to terminate the Agreement, they would typically provide written notice to the other party, specifying the reason for termination and the effective date of termination. The written notice may be delivered via mail, email, or other suitable communication methods. Once the notice is received, both parties would be expected to fulfill any outstanding obligations under the Agreement before the termination becomes effective, at which point their contractual relationship under the Agreement would end.
Confidentiality: Alliance Advisers and the Client shall maintain the confidentiality of all information exchanged between them in connection with the Services provided hereunder, including all confidential and proprietary information and trade secrets
Ownership of Work Product: Any work product created by Alliance Advisers in connection with the Services provided hereunder shall be the property of the Client unless stated otherwise in a special contract made between the parties.
Representations and Warranties: Alliance Advisers represents and warrants that it has the necessary expertise and qualifications to provide the Services hereunder in a professional and timely manner. The Client represents and warrants that it has the authority and capacity to enter into this Agreement and perform its obligations hereunder.
Indemnification: Each party shall indemnify, defend, and hold harmless the other party and its affiliates, officers, directors, employees, and agents from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with the indemnifying party's breach of this Agreement or its negligence or willful misconduct.
Limitation of Liability: In no event shall Alliance Advisers be liable to the Client for any indirect, special, incidental, consequential, or punitive damages arising out of or in connection with this Agreement, regardless of whether such damages were foreseeable or whether Alliance Advisers has been advised of the possibility of such damages.
Governing Law: This Agreement and any disputes, controversies, or claims arising out of or in connection with it, including any questions regarding its existence, validity, interpretation, performance, or termination, shall be governed by and construed in accordance with the laws of the United Arab Emirates. This clause establishes that the legal framework and principles applicable to this Agreement shall be those of the United Arab Emirates, without regard to its conflict of law provisions.
In the event of any disputes or disagreements between the parties, they shall first attempt to resolve the matter amicably through negotiation or mediation. If such efforts are unsuccessful, the parties agree to submit the dispute to the exclusive jurisdiction of the courts of the United Arab Emirates for resolution.
By selecting the United Arab Emirates as the governing law, both parties acknowledge and accept that the provisions of this Agreement will be interpreted and enforced in accordance with the relevant United Arab Emirates statutes, regulations, and case law. This choice of law provision offers the parties a degree of certainty and predictability in understanding their respective rights and obligations under the Agreement.
Furthermore, selecting a specific jurisdiction, such as the United Arab Emirates, can help streamline dispute resolution procedures and avoid potential conflicts arising from differing legal systems and practices. This ensures that both parties have a clear understanding of the legal framework that governs their relationship and minimizes the risk of misunderstandings or misinterpretations of the Agreement's terms and conditions.
Entire Agreement: This clause establishes that this Agreement represents the complete and exclusive understanding between the parties concerning the Services provided under it, and supersedes all prior agreements, understandings, and negotiations, whether written or oral, related to the subject matter. The purpose of the entire agreement clause is to ensure that all terms and conditions governing the relationship between the parties are contained within this single document, providing clarity and preventing confusion or disputes that may arise from external or prior communications.
By including an entire agreement clause, both parties acknowledge that they have not relied upon any representations, warranties, promises, or statements made by the other party or anyone acting on their behalf that are not explicitly included in the Agreement. This prevents either party from later claiming that they entered into the Agreement based on any misrepresentations or inducements not expressly contained within the Agreement itself.
Additionally, the entire agreement clause serves to protect the parties from the potential legal consequences of any prior agreements or understandings that may contradict the terms of this Agreement. If any disputes or conflicts arise between the parties, they will refer solely to the provisions of this Agreement to determine their rights and obligations, rather than considering any external sources or prior communications.
Amendments: This clause specifies that any changes, modifications, or alterations to the terms and conditions of this Agreement must be made in writing and must be agreed upon and executed by both parties involved. The purpose of the amendments clause is to provide a clear and formal process for making changes to the Agreement, ensuring that all parties are aware of and consent to the modifications.
The requirement for written amendments serves to prevent disputes or misunderstandings that may arise from informal or verbal modifications to the Agreement. By requiring that all changes be made in writing and signed by both parties, the parties can ensure that they have a mutual understanding of the amendments and their implications on their respective rights and obligations under the Agreement.
Additionally, the written amendment requirement provides a clear record of any changes to the Agreement, which can be valuable in the event of future disputes or disagreements between the parties. This record can help to establish the parties' intentions and their Agreement to the specific modifications, thereby reducing the risk of disputes or litigation arising from ambiguities or inconsistencies in the terms of the Agreement.
In practice, when parties wish to amend the Agreement, they would typically draft a written amendment or addendum outlining the specific changes to be made, including the relevant clause numbers and any new language or provisions to be added. Both parties would then review and sign the amendment or addendum, acknowledging their acceptance of the changes and signifying their Agreement to be bound by the modified terms. Once executed, the amendment or addendum becomes an integral part of the Agreement and should be attached to or stored with the original document for reference.
Counterparts: Counterparts: This clause allows the parties to sign separate, identical copies of the Agreement, each of which is considered an original but collectively forms a single, binding document. The purpose of the counterparts' clause is to facilitate the execution of the Agreement, especially when parties are located in different geographical locations or when circumstances make it challenging for them to sign the same physical copy
By allowing the Agreement to be executed in counterparts, each party can sign and exchange their respective copies via mail, courier, fax, email, or other electronic means, without the need to physically meet and sign a single document. Once all parties have signed their respective counterparts, these individual copies are combined and treated as one complete and legally binding instrument.
The counterparts clause simplifies the execution process by ensuring that the parties do not need to coordinate the logistics of signing a single copy. Instead, each party can sign and exchange their signed counterparts at their convenience, reducing the time and resources required to finalize the Agreement.
In practice, when parties execute an agreement in counterparts, they typically sign separate but identical copies of the document, which are then exchanged and retained by each party for their records. It is also common for the parties to include a notation on each signed copy indicating that it is a counterpart, such as "Signed in Counterpart" or "This is one of X counterparts."
Once all signed counterparts are collected and combined, they collectively form a single, legally binding Agreement, ensuring that each party is bound by the terms and conditions set forth therein.
Special Contract: This clause acknowledges that certain services offered by Alliance Advisers may require separate contracts with distinct terms and conditions, which will be provided directly by Alliance Advisers to the Client for review and signature exchange using any available communication means. The purpose of the special contract clause is to address the possibility that some services may necessitate additional or different contractual arrangements, as they might involve unique legal, regulatory, or operational considerations.
By including a special contract clause, the parties recognize that specific services might not be adequately covered by the general terms and conditions of this Agreement. This provision allows Alliance Advisers to tailor the contractual terms for these services to suit the unique needs, requirements, and risks associated with them, ensuring that both parties are adequately protected and have a clear understanding of their respective rights and obligations.
When a special contract is required for a particular service, Alliance Advisers will prepare and present the separate contract to the Client, detailing the specific terms and conditions relevant to that service. The Client will then have the opportunity to review and negotiate the terms before signing and exchanging the special contract through any available means, such as mail, email, fax, or courier.
Upon execution, the special contract will govern the parties' relationship with respect to the particular service, and its terms and conditions will take precedence over those of the general Client Agreement. However, the general Client Agreement will continue to apply to any other services provided by Alliance Advisers that are not covered by the special contract.
IN WITNESS WHEREOF the parties have executed this Agreement as of the date of acceptance by the Client when the Client explicitly orders a service from Alliance Advisers via one or all available communication means provided by Alliance Advisers: This statement serves as a formal attestation that both parties have agreed to the terms and conditions set forth in the Agreement. It signifies that the Agreement has been executed and is legally binding upon both parties.
The phrase "in witness whereof" is a traditional legal expression used in contracts to indicate that the parties have reached an agreement and are now executing the document. This particular clause sets the effective date of the Agreement as the date when the Client explicitly orders a service from Alliance Advisers using any available communication methods provided by the company, such as email, phone, website, or other channels.
This method of determining the effective date allows for flexibility in finalizing the Agreement and accommodates the varying circumstances under which clients might request services from Alliance Advisers. Once the Client orders a service and accepts the terms of the Agreement, both parties are considered bound by the Agreement's provisions.
In practice, the execution of the Agreement may not necessarily involve the physical signing of a paper document by both parties. Instead, the Agreement can be considered executed and legally binding when the Client communicates their acceptance of the terms and conditions and explicitly requests a service from Alliance Advisers through any of the available communication methods. This approach acknowledges the increasingly digital nature of business transactions and accommodates the practicalities of modern communication channels.
Commitment: This clause highlights Alliance Advisers' dedication and commitment to providing the highest quality of Services to the Client. Alliance Advisers pledges to go to extended lengths to accomplish any assignments assigned to it, ensuring that it will consistently deliver exceptional results and exceed the Client's expectations. Alliance Advisers is determined to gain the Client's satisfaction at all times, demonstrating their unwavering commitment to client success.
Alliance Advisers recognizes the importance of maintaining strong relationships with its Clients and strives to foster trust, transparency, and open communication. By consistently delivering on its commitments, Alliance Advisers aims to cultivate long-term partnerships with its Clients, contributing to their ongoing growth and success.
In practice, this commitment means that Alliance Advisers will work diligently to understand the Client's unique needs, goals, and challenges. Alliance Advisers will apply its expertise, experience, and resources to develop tailored strategies and solutions that address these needs effectively. Furthermore, Alliance Advisers will continually assess its performance and adapt its approach as necessary to ensure that it consistently meets or surpasses the Client's expectations.
By including a Commitment clause in the Agreement, Alliance Advisers demonstrates its dedication to client satisfaction and sets a standard of excellence for the Services it provides. This clause serves as a testament to Alliance Advisers' confidence in its ability to deliver outstanding results and its unwavering focus on ensuring the success of its Clients.