1. Introduction

   1. Our Client appoints Healy Consultants Group DMCC (thereafter known as “Healy Consultants Group DMCC”” or “our Firm”) to assist them with international business setup. Specifically, our Client requires the services outlined in Section 4 below
   2. A minimum of two authorized representatives of our Client are required to initial each page of the engagement letter, as evidence they understand these terms and conditions.
   3. Our Client also acknowledges that the terms and conditions included in this engagement letter are binding for all shareholders, directors, bank signatories and beneficial owners of the new business to be registered.
   4. After your Firm emails to Healy Consultants Group DMCC the completed version of the letter, our Firm will send the document via HelloSign for its electronic signature. This way, there is no need for you to courier us an original signed version of the document.

2. Confidentiality

   1. Healy Consultants Group DMCC commits to i) keeping client information confidential and ii) protecting personal information and personal data from unauthorized access, unauthorized use or unauthorized disclosure.
   2. Personal information and Client data collected by Healy Consultants Group DMCC is used only for Client engagement purposes. This information will never be sold, lent, leased or otherwise distributed outside of Healy Consultants Group DMCC.
   3. Any document (including report(s) and letter(s)), correspondence(s), information or advice provided by Healy Consultants Group DMCC to our Clients, is given in confidence solely for the purposes of providing our professional services. Our Clients will not, without Healy Consultants Group DMCC’ prior written permission, disclose engagement information to third-parties.

3. Our fees

   1. Before proceeding with the engagement, Healy Consultants Group DMCC will supply our Client with an invoice including i) the services to be supplied during the engagement and ii) our fees with detailed notes describing the scope of the services, key deliverables and key considerations for the engagement.
   2. Our fees can either be paid i) by instalments, via a plan to be agreed in writing between our Client and Healy Consultants Group DMCC or ii) upfront and before the engagement, if no instalment plan is agreed in writing.
   3. Depending on the complexity of the engagement, Healy Consultants Group DMCC occasionally asks our Clients for a retainer fee (click link) before advancing an engagement. This fee is usually offset against total fees payable for the engagement.
   4. Healy Consultants Group DMCC reserves the right to cease providing our services if Client fees remain unpaid for thirty (30) days.

4. Healy Consultants Group DMCC services

   1. To enable Healy Consultants Group DMCC effectively plan your engagement, kindly indicate below the corporate services you will require over the coming weeks (click the box to mark):
      1.  Yes Company incorporation services
      2.  Yes Purchase of shelf or turnkey company services
      3.  Yes Corporate bank account opening
      4.  Yes Virtual office services
      5.  Yes Licensing services
      6.  Yes Accounting and taxation support
      7.  Yes Nominee director
      8.  Yes Nominee shareholder
      9.  Yes Migration and visa services
      10.  Yes Merchant account opening services
      11.  Yes Website design and digital marketing strategies
      12.  Yes Trade finance support
      13.  Yes International recruitment
      14.  Yes Others:

5. Company structure information

   (delete OR leave blank where inapplicable)

   1. Kindly list, in order of priority, three preferred business names for your new company:

   2. Company shareholders and directors information:
      

      	Shareholder 1	Shareholder 2	Shareholder 3	Shareholder 4
      Name:
      Address:
      Hand phone number:
      Passport number / Company Registration No.:
      Shareholding %:
      Email address:

      	Director 1	Director 2	Director 3	Director 4
      Name:
      Address:
      Hand phone number:
      Passport number:
      Email address:

6. Beneficial Ownership

   1. In signing/initialing this Engagement Letter, I/we confirm that the following person(s) is/are the Beneficial Owners (with ultimate ownership and effective control) of both the i) Client herein (in the case where the Client is an existing entity/body corporate) and ii) the entity/entities I/we have ordered from Healy Consultants Group DMCC (where Company Incorporation and/or Acquisition services are being sought from Healy Consultants Group DMCC):
      

      Full Name	Residential Address	Nationality	Identification card (or passport) number:	Date of birth

7. Business and banking activity

   (delete OR leave blank where inapplicable)

   1. Please complete this section in as much detail as possible. This information will help Healy Consultants Group DMCC i) accurately structure the new company (where applicable), ii) determine the optimum Government licenses required (if any), iii) properly prepare a relevant, complete business plan to advance our Clients’ corporate bank account opening (where applicable) and iv) help us accurately and confidently represent you when Healy Consultants Group DMCC approach banks and Governments on your behalf. Needless to say, information disclosed below will remain confidential and will not be shared with third parties without your written consent.
   2. Kindly describe in detail the planned business activity of the new company to be registered (disregard if not applicable):

   3. Kindly list the products and / or services you plan to sell through this new company (disregard if not applicable):

   4. For the new company to be registered by Healy Consultants Group DMCC, kindly describe who your customers will be and in which countries your customers will be located (disregard if not applicable):

   5. For the new company to be registered by Healy Consultants Group DMCC, how will the company be funded? For example, from i) personal finance or ii) parent company share capital injection or iii) proceeds from future sales etc.) (disregard if not applicable):

   6. For the new company to be registered by Healy Consultants Group DMCC, what will be the value of the issued share capital? (disregard if not applicable)

   7. When we refer below to “your existing global business”, we mean your current/past business prior to registration of the new company with Healy Consultants Group DMCC. For your existing global business, what is the business website address?

   8. For your existing global business, kindly list the names and the locations of your current global suppliers, together with their business websites:

   9. For your existing global business, kindly list the names of your key competitors, together with their business websites:

   10. What incoming US$ funds will be deposited to the corporate bank account within the first month and within the first year?

   11. What is the source of these incoming funds?

   12. 7.12. To help Healy Consultants Group DMCC determine the optimum corporate bank account, kindly list the names of the global banks where you have a personal bank account and/or a corporate bank account:

8. Communication with Healy Consultants Group DMCC

   1. From whom should we expect to receive periodic instructions? In other words, Healy Consultants Group DMCC will only act on instructions from the following authorized person(s):

   2. Your preferred correspondence address to which Healy Consultants Group DMCC will courier mail:

   3. Your preferred contact numbers should we need to call you urgently (preferably your mobile phone);

   4. Without our written permission, our Client will not communicate directly with our country lawyers and accountants.

9. Personal due diligence from each shareholder, director, bank signatory, beneficial owner and third party providing instructions

   1. Our due diligence procedures (click link) mitigate the risk that our Clients use corporate structures registered by Healy Consultants Group DMCC for illegitimate purposes, e.g., money laundering, drug dealing, terrorist financing, etc. While we respect our Clients’ need for confidentiality, it is critical Healy Consultants Group DMCC completes our due diligence procedures and thoroughly understands our Clients’ business. We seek our Clients’ assistance and understanding in providing us due diligence documentation which may be necessary for our procedures and to complete the engagement.
   2. Outlined in Appendix One is a list of the due diligence information our Firm wishes to obtain from each i) shareholder ii) director iii) bank signatory and iv) beneficial owner.
   3. During the engagement, our in-house Legal and Compliance Department reviews the quality of due diligence documents our Client provided. Consequently, our Firm may revert to our Client to ask for additional due diligence documentation;
   4. If Healy Consultants Group DMCC receives instructions from a third party on behalf of the beneficial owners of the corporate structure, Healy Consultants Group DMCC will respectfully request from that third party the due diligence outlined in Appendix One. Examples of third parties include lawyers, accountants, corporate service providers, business colleagues, employees and relatives;
   5. Our Client and third parties and primary email contacts agree to provide Healy Consultants Group DMCC the required due diligence and corporate information to enable Healy Consultants Group DMCC conclude we are assisting a bona fide Client. Healy Consultants Group DMCC is determined to satisfy our obligations under international anti-money laundering and anti-terrorism laws and regulations. Healy Consultants Group DMCC cannot complete our Client’s engagement until we receive the required due diligence information. Failure to provide Healy Consultants Group DMCC with the required due diligence information will result in cessation of our professional services;
   6. If a Client repeatedly declines to supply due diligence documentation that Healy Consultants Group DMCC reasonably expects is required to successfully complete an engagement or to comply with our Firm’s international AML/CFT obligations (click link), Healy Consultants Group DMCC reserves the right to immediately terminate the engagement, without refunding fees for already consumed services;
   7. To help our Clients prepare a complete courier for dispatch to our Singapore Office, refer to this business web page for more detailed information on the quality and quantity of due diligence information required by Healy Consultants Group DMCC;
   8. Healy Consultants Group DMCC will only incorporate our Client’s company after 100% of due diligence documentation is received by email. Healy Consultants Group DMCC will only open a corporate bank account after 100% of Client due diligence documentation is received by courier;

10. Using Healy Consultants Group DMCC officers including company secretary, nominee director or shareholder (where applicable)

    1. When Healy Consultants Group DMCC provides our Clients the support of Healy Consultants Group DMCC officers and professional nominee services, our Clients will:
       1. Immediately inform Healy Consultants Group DMCC of matters that might affect the Entity or any matter which is material to the management, business or affairs of the Entity;
       2. Immediately advise Healy Consultants Group DMCC of legal proceedings, claims, demands made or threatened against the Entity or against Healy Consultants Group DMCC Officers;
       3. At the written request of Healy Consultants Group DMCC, immediately provide information to enable Healy Consultants Group DMCC to prepare annual or other statutory returns, financial or other statements in relation to the Entity;
    2. Healy Consultants Group DMCC officers will neither be a bank signatory to the corporate bank account nor play an active role in our Client’s business. Healy Consultants Group DMCC officers will merely be the named director or shareholder of the Company in order to fulfill local statutory requirements (e.g., mandatory appointment of a local resident director (click link) or local shareholder) (click link)). Our Client is solely responsible for daily business activities and solely responsible for corporate bank account activity. Healy Consultants Group DMCC rarely signs business contracts on behalf of our Client’s Company. To facilitate timely business set up, we only act as professional, passive nominee shareholders or directors and will always disclose the correct identity of the beneficial owners of the business, when legally required to do so.

11. Warranties and obligations

    1. Our Clients jointly and severally covenant with Healy Consultants Group DMCC that they will at all times indemnify and keep Healy Consultants Group DMCC indemnified against all actions, suits, proceedings, claims, demands, costs, expenses and liabilities (including legal fees), which may arise or be incurred, commenced or threatened against Healy Consultants Group DMCC in connection with or arising from the business activity of the new entity formed and/or any other service(s) forming part of this engagement or subsequently agreed upon by both parties;
    2. The Clients undertake, warrant and covenant with Healy Consultants Group DMCC that they:
       1. are the ultimate beneficial owners of the Entity and are not and will not act in a fiduciary capacity for any other person, firm or company in relation to the Entity;
       2. are not prohibited persons
       3. are aware of their personal and corporate tax obligations in their country of residence and domicile and they will fulfil those obligations annually. That our Client received appropriate tax and legal advice before the establishment of the Entity;
       4. will comply with Healy Consultants Group DMCC' terms of business in this engagement letter;
       5. will supply us the due diligence information requested during the engagement;
       6. agree to provide all requests/instructions to Healy Consultants Group DMCC in writing by email;
    3. To enable Healy Consultants Group DMCC complete your annual statutory license, accounting, tax and legal corporate obligations (where applicable),, our Client undertakes with Healy Consultants Group DMCC that they:
       1. agree to pay company annual license fees in a timely manner. Failure to settle renewal fees in a timely manner will trigger late payment penalties to be settled by our Client;
       2. agree to provide Healy Consultants Group DMCC accurate and relevant accounting and tax information to enable Healy Consultants Group DMCC to timely, effectively and efficiently complete our Client’s i) annual statutory secretarial return ii) annual corporate tax return iii) annual audited financial statements;

12. Cessation of Healy Consultants Group DMCC services

    1. Should Healy Consultants Group DMCC cease to provide Services, or should the Clients advise Healy Consultants Group DMCC that they no longer require the entity, our Clients must pay Healy Consultants Group DMCC any fees or costs which may be incurred by Healy Consultants Group DMCC in relation to the striking off, dissolution, liquidation or transfer of the Entity.
    2. During the company renewal (where applicable), if our Client does not respond to our renewal email within three (3) months from the date of renewal and/or where our Client does not complete or assist us to complete its annual statutory license, accounting, tax and legal corporate obligations (where applicable), Healy Consultants Group DMCC is entitled and authorized to undertake all practical steps to de-register the company on our Client’s behalf. Our Client(s) is/are liable to pay Healy Consultants Group DMCC any fees or costs which may be incurred by Healy Consultants Group DMCC in relation to the company de-registration.
    3. In the event our Client requests Healy Consultants Group DMCC to transfer the management or administration of the entity or should Healy Consultants Group DMCC request the Clients to transfer the management or administration of the entity to another agent or Corporate Service Provider, Healy Consultants Group DMCC will only transfer the Entity after all outstanding fees (including late payment interest) are paid in full.
    4. Healy Consultants Group DMCC shall be entitled by written notice to cease to provide our Services, if:
       1. The Clients (in the reasonable opinion of Healy Consultants Group DMCC) fail to observe the terms of business outlined in this engagement letter;
       2. It comes to the attention of Healy Consultants Group DMCC that the Entity is used for activities which were not disclosed in the application delivered by the Clients to Healy Consultants Group DMCC or subsequently advised and accepted in writing by Healy Consultants Group DMCC;
       3. Any legal proceedings are commenced against the Entity, the Clients or the Clients' Appointees (including any injunction or investigative proceedings);
       4. Our ongoing due diligence procedures identify negative information about our Client, presenting litigation and reputation risk to Healy Consultants Group DMCC; and
       5. Our Client refuses to supply us the due diligence information requested during the engagement;
    5. The maximum aggregate liability of Healy Consultants Group DMCC under and/or in connection with any of its services in respect of all acts, omissions (including gross negligence) of Healy Consultants Group DMCC and employees, agents or sub-contractors shall be an amount equal to one hundred percent (100%) of the final invoice amount.

13. Miscellaneous

    1. Nothing in this engagement letter shall create or be deemed to create the following relationships between Healy Consultants Group DMCC and our Clients or Clients' Appointees: a) partnership b) employment or c) joint venture.
    2. Unless otherwise agreed in writing, these terms of business shall be governed by the laws of Dubai. Any dispute, difference, controversy or claim arising out of or in connection with this contract, including (but not limited to) any question regarding its existence, validity, interpretation, performance, termination and applicable remedies (the “Dispute”), will be settled by mediation in accordance with the DMCC Disputes Centre rules, which are deemed to be incorporated by reference into this clause. Should the Dispute not be resolved within thirty (30) days or either party fails to participate or ceases to participate in the mediation within 30 days after a party has made the request, then the parties agree that the courts of the Dubai International Financial Centre (“the DIFC Courts”) shall have the exclusive jurisdiction to finally determine the Dispute;
    3. Healy Consultants Group DMCC is not responsible for the incompetence and inefficiency of third parties involved in your engagement, e.g., Government departments and global banks and country lawyers, accountants and corporate services providers. National public holidays can cause engagement delays. That said, Healy Consultants Group DMCC will tenaciously supervise third parties to ensure your engagement is efficiently and timely advanced. As always, Healy Consultants Group DMCC staff will relentlessly negotiate intelligent solutions to the business challenges presented by third parties;
    4. Only after our written permission shall our Client communicate directly with country lawyers and accountants and other third parties to the engagement, or engage our country lawyers and accountants for additional services or services provided by Healy Consultants Group DMCC;
    5. Healy Consultants Group DMCC staff members are required to treat our Clients with respect and professionalism in every and each of their emails and phone calls. We expect the same in return from our Clients. In the unfortunate event a Client displays a rude or unprofessional behaviour towards our staff members, our Firm reserves the right to immediately terminate an engagement, without refunding fees for services already consumed. For further information on Client communication, press this web link;
    6. Except for courier costs relating to corporate bank account opening and dispatch of original company kits to our Clients, courier costs will be borne by our Clients. Furthermore, our Clients bear the costs of i) translating and attesting documents and ii) bank charges during the corporate bank account opening process;
    7. Healy Consultants Group DMCC preferred mode of communication is email, followed by phone discussions. Therefore, we recommend our Clients maintain a secure, reliable email account and frequently check for updates from Healy Consultants Group DMCC;
    8. To timely advance your engagement, please follow Healy Consultants Group DMCC email instructions closely including due diligence requirements, signing bank forms and incorporations forms;
    9. Our Clients shall not use Healy Consultants Group DMCC’ global virtual office facilities without our written consent. Unless our Clients purchased our Virtual Office services, Healy Consultants Group DMCC Offices do not expect to receive mail, phone calls or faxes on behalf of our Clients;
    10. Where Healy Consultants Group DMCC provides registered office service(s) to our Client, such registered office service(s) shall not provide for the receipt of commercial mail on our Client’s behalf unless our Client opts to also engage our Firm for mail forwarding services;
    11. From time to time, Healy Consultants Group DMCC may move its offices to another location. Accordingly, the registered office address of our Client’s company will also change (where registered office service(s) are provided to our Client). In such circumstances, Healy Consultants Group DMCC undertakes to provide our Client as much advance notice as possible of any such move.
        However, where further costs are incurred by Healy Consultants Group DMCC due to such a move (e.g. increased rental and/or operating expenses), our Client undertakes that they agree to corresponding fee increments/revisions in relation to registered office service(s) provided by Healy Consultants Group DMCC;
    12. Our Clients will assist Healy Consultants Group DMCC complete annual accounting, auditing and tax obligations. There are annual fees for the completion of this service, ranging from US$950 to US$7000, depending on the extent of services required;
    13. In accordance with market conditions, Healy Consultants Group DMCC may periodically increase or decrease fees published on our business website;
    14. Our Clients will seek prior approval from Healy Consultants Group DMCC before engaging in "Prohibited Activities" including business activities dealing with:
        1. arms, weapons, munitions, mercenary or contract soldiering;
        2. security and riot control equipment, stun guns, electronic restraining devices, CS gas, pepper sprays, technical surveillance or bugging equipment;
        3. dangerous or hazardous biological, chemical or nuclear materials including equipment or machinery to manufacture or handle such materials;
        4. pornography and drug paraphernalia, religions, religious cults and charities;
        5. the provision of credit cards, pyramid sales;
        6. Any activity which may damage the reputation of Healy Consultants Group DMCC or the country of establishment;
    15. If our Clients engage in illegal or prohibited activities, Healy Consultants Group DMCC will immediately terminate our professional services;
    16. Global banks continue to tighten corporate bank account opening procedures, their internal compliance departments completing more thorough due diligence of Clients. Consequently, our Clients should expect the bank account approval period to take at least eight (8) weeks when the bank signatories and directors are not visiting the branch of the bank in person for a meeting;
    17. The banks enjoy ultimate power of approval over corporate bank account applications. Consequently, guaranteed bank account approval is outside of Healy Consultants Group DMCC’ control. What is inside our control is the preparation and submission of a high-quality bank application that maximizes the likelihood of bank approval. To date, we enjoy a high bank approval record. We never give up until we achieve the result we promised to our Client;
    18. During the bank account opening process, international banks occasionally change the account opening forms or appoint a new bank officer. These unforeseen inconveniences are i) outside Healy Consultants Group DMCC control and ii) serve to delay the engagement. We will tenaciously and relentlessly negotiate a solution with bank personnel;

14. Taxes

    1. Our Clients shall be responsible for all taxes resulting from services provided under this Agreement, except for Healy Consultants Group DMCC’ own corporate income taxes or staff taxes incurred while rendering services (including personal income tax);
    2. The amount reflected in our invoice(s) shared with our Client excludes taxes that may be payable to the Government of the country where our Client resides, e.g. withholding tax on technical services fees. Therefore, should a government body require that our Client withhold tax from payments to Healy Consultants Group DMCC, the said taxes will be in addition to the invoiced amount;
    3. In the event of a change in the laws and regulations (or interpretation thereof) in the jurisdiction(s) where our Services are performed or from which payment originates after the effective date of this Agreement, then our Clients shall be liable to pay Healy Consultants Group DMCC the amount of the increase in such costs of performing our Services owing to such change in laws and regulations;

15. Definitions

    1. "Prohibited Persons" means persons:
       1. Who are undischarged bankrupts or are otherwise disqualified from acting as a director or company officer or who have been imprisoned or found guilty of any criminal offence (other than a motoring offence carrying a non-custodial sentence);
       2. Who were proven to act in a fraudulent or dishonest manner in civil proceedings;
       3. Who are government officials or politicians;
    2. "Healy Consultants Group DMCC Officers" means any person, firm or company nominated by Healy Consultants Group DMCC appointed as director, shareholder, secretary, accountant, tax agent, trustee, protector, other officer, administrator, registered agent, provider of a registered office;
    3. "Entity" means a company, trust, partnership or other legal entity or structure established and/or administered by Healy Consultants Group DMCC;
    4. "Clients' Appointees" means any person who is not a Healy Consultants Group DMCC Officer and who may be nominated or appointed to act as Managing Agent, director, secretary, manager, partner, trustee, protector, beneficiary, bank account signatory, other officer, grantee of a power of attorney, administrator, registered agent, or registered shareholder of the Entity;
    5. "Terms of Business" means i) the terms of business outlined in this engagement letter or ii) such other terms of business as may from time to time be published by Healy Consultants Group DMCC on our business website. These terms of business apply to all of Healy Consultants Group DMCC Clients and Clients' Appointees;

16. Declaration

    1. I/We, the person(s) whose name(s) appear(s) below, declare and by my/our signature below, confirm that I/we have read and agree to be bound by Healy Consultants Group DMCC terms of business outlined in this engagement letter and on Healy Consultants Group DMCC business website;
    2. I/We understand that I/we may have an obligation to report my/our interest in the company in personal tax returns and that income of the company may be imputed to me/us. I/We will take advice on and comply with my/our own legal obligations in this respect;
    3. The company will not be used for any criminal activity or other illegal purposes, whether fiscal or otherwise, in any jurisdiction and I/we understand that Healy Consultants Group DMCC may have an obligation to report any arrangement involving the proceeds of criminal conduct;
    4. I/We have never been convicted of any criminal offence or the subject of an investigation by a governmental, professional or other regulatory or statutory body;

Appendix One

Due diligence to provide Healy Consultants Group DMCC

1. Prior to, during and even after the engagement, Healy Consultants Group DMCC shall request due diligence documentation/information from our Client. The precise scope and extent of such documentation/information sought would depend on each engagement and will be in accordance with our due diligence checklist(s) shared with our Client;
2. If our Client cannot provide some of the above documentation/information, Healy Consultants Group DMCC will accept alternative documents on a case-by-case basis;
3. To help you accurately and completely complete the above, press this web link for more guidance on our Clients’ due diligence collection procedures.