1.1. These Terms and Conditions of Business govern the business relations between Smile Formations (referred to as "we," "us," or "the Company") and its clients (the "Client"). The Terms and Conditions cover the provision of various corporate services, including company registration (the "Company") and related services, additional services such as professional directors, shareholders, notarization, and assistance with bank account openings (the "Additional Services"). All of these services are collectively referred to as the "Services."
1.2. By entering into an Agreement with Smile Formations, the Client acknowledges and accepts these Terms and Conditions, including the fees and charges specified on our website (www.smileformations.ae).
1.3. In case of any conflict between these Terms and Conditions and any Agreement, the provisions of the Agreement will prevail unless agreed otherwise in writing.
1.4. Smile Formations reserves the right to modify these Terms and Conditions at any time with immediate effect. The Client will be notified of such amendments in writing.
2.1. Company Formation and Additional Services
2.1.1. Smile Formations will assist the Client in the incorporation of a Company in the jurisdictions specified on our website (www.smileformations.ae). Additional Services may be provided by Smile Formations's affiliated companies or third parties.
2.1.2. The Company formation service includes the necessary documents and certifications required for the Company to be fully operational, such as the certificate of incorporation, memorandum and articles of association, director nomination resolution, and share certificates.
2.1.3. Additional Services may be subject to specific agreements between the Client and the respective providers, excluding seals, stamps, logos, notarization, and apostille.
2.2. Bank Account Opening Assistance
2.2.1. Upon the Client's order, Smile Formations will assist in the opening of a bank account with a bank or another financial service provider ("Bank").
2.2.2. The Client may choose a Bank from the list provided by Smile Formations or a third-party Bank. The successful setup of complementary services is not guaranteed and is offered "as is."
Smile Formations reserves the right to refuse any or all of its Services to any Client without providing reasons and will not be held liable for such refusal.
4.1. Smile Formations endeavors to provide accurate information but does not offer legal advice. The Client is responsible for obtaining necessary tax and legal advice related to the Company establishment and operations, ensuring compliance with relevant laws in all jurisdictions involved.
5.1. The Client warrants not to use the Services for illegal, obscene, immoral, or defamatory purposes. The Client shall not use the Smile Formations name, in whole or in part, for trading activities.
5.2. Smile Formations reserves the right to cooperate with official investigating authorities in case of allegations against the Client.
6.1. The Client shall provide necessary information to ensure compliance with anti-money laundering legislation. The Client warrants that assets introduced to the Company do not originate from criminal or illegal activities.
6.2. The Client shall promptly inform Smile Formations of any changes in the Company's beneficial ownership, shareholding, and officers.
7.1. The Client shall provide due diligence documentation, including identity documents, proof of domicile, proof of funds and wealth, and employment information.
7.2. The Client shall update due diligence documents as required by Smile Formations.
8.1. The Client agrees to pay the fees for the Services and any third-party disbursements related to the Services. Services will commence only after receipt of full payment.
8.2. Set-up and annual fees are applicable for the Company formation and management. Bank Account Opening Assistance and other services may have separate fees.
9.1. All communications regarding the Services shall be sent to the Client's provided email address.
9.2. Instructions and requests for action must be transmitted to Smile Formations in writing.
10.1. The Client's personal data may be shared with affiliates, service providers, and relevant authorities as necessary for the provision of Services.
10.2. Smile Formations will handle Client data with confidentiality, except as required by law or when providing the Services.
The Client is responsible for any damages arising from legal incapacity, unless communicated to Smile Formations in writing.
12.1. The Client shall indemnify Smile Formations against any actions, claims, costs, and consequences resulting from the Services or Company administration.
12.2. Smile Formations will not be liable for damages resulting from mechanical breakdowns, delays, or third-party actions.
12.3. Smile Formations is not responsible for any damages resulting from third-party errors or failures.
12.4. For Bank Account Opening Assistance, Smile Formations is not liable for relationships between the Client and the Bank.
13.1. Any Agreement will automatically renew unless terminated with at least two months' notice.
13.2. Termination may result from violations of laws or Terms and Conditions.
13.3. Refunds for Company formation and Bank Account Opening Assistance are subject to specific conditions.
If any term is found illegal or invalid, the remaining terms shall remain in full force and effect.
To execute the Services, Smile Formations reserves the right to engage 3rd party subcontractors who are within its authority. Rights and obligations of the Client resulting from any Agreement can only be transferred to third parties with the written consent of Smile Formations subject to compliance approval.
These Terms and Conditions are governed by the laws of the Dubai International Financial Centre, and any disputes shall be subject to the exclusive jurisdiction of its courts.