Terms of Engagement

1. Definitions

In these Terms:

• "ArxSetup", "we", "us" or "our" means Neo International Consultancy FZ-LLC, a free zone limited liability company incorporated in the Emirate of Dubai under Dubai Development Authority commercial licence number 107229, with its registered office at Unit L1-206, Floor 02, Loft Offices 1, Dubai Media City, Dubai, United Arab Emirates, trading as ArxSetup.
• "Client", "you" or "your" means the natural or legal person who instructs us and counter-signs the engagement letter.
• "Engagement Letter" means the matter-specific written engagement issued by us and counter-signed by you.
• "Services" means the consultancy and accounting services described in the Engagement Letter, including (without limitation) advisory on jurisdiction selection, coordination of corporate filings through licensed registered agents and corporate-service providers in each relevant jurisdiction, accounting and bookkeeping, banking-introduction support and compliance coordination.
• "Affiliated Firms" means the law firms, accounting firms, FTA-registered tax-agent partners and licensed corporate-service providers with whom we collaborate, including (where indicated) Neo Legal and Cornwalls.

2. The firm and our authorisation

ArxSetup is the trading name of Neo International Consultancy FZ-LLC. We are licensed by the Dubai Development Authority under commercial licence number 107229 to carry on the activities of Consultancy and Accounting & Bookkeeping from our registered office in Dubai Media City. The licence is renewed annually; current validity is 24 September 2025 to 23 September 2026.

Where the Services require activities outside the scope of our licence — including (without limitation) the practice of law, the formal filing of company registrations as a licensed corporate-service provider, the role of FTA-registered tax agent, audit, virtual-asset service-provider activity, or trust-service-provider activity — we coordinate and procure the relevant services through Affiliated Firms and licensed third-party providers in the relevant jurisdiction. We act in a consultancy and coordination capacity in respect of such services; the engagement for the regulated activity itself sits between the Client and the relevant licensed provider, on that provider's standard terms.

3. Formation of the engagement

Submission of an enquiry (including an enquiry that results in an indicative quote) does not by itself create a contract or any other engagement between you and us. No engagement arises, and we will not commence work or collect any fees, until both:

• (a) our Engagement Letter for the relevant matter is counter-signed by you; and
• (b) we have received and cleared the customer due-diligence (CDD) documentation required by our AML & CFT Policy.

Until both conditions are satisfied, you may withdraw your instructions and we may decline to act, in each case without liability to the other.

4. Scope of services

The Services are limited to those described in the Engagement Letter. Without an express written variation, the Services do not include:

• tax, legal or financial advice in any jurisdiction where we are not authorised to give such advice;
• investment advice or investment management;
• regulated audit work (where required, this is delivered by Affiliated Firms);
• litigation, arbitration or contentious work (escalated to Affiliated Firms with separate engagement);
• ongoing management of your company or business beyond the agreed scope.

5. Fees, government charges and payment

Our professional fee is fixed and is stated in the Engagement Letter. Government, regulator, registered-agent, registered-office, notary and translation charges are passed through at cost and are itemised in the quote. Time-and-material work (such as complex restructuring, contested filings, or active negotiation) is charged at the rates set out in the Engagement Letter.

Unless the Engagement Letter provides otherwise, fees are payable in United States Dollars in advance of the work being undertaken, and invoices are due within seven (7) calendar days of issue. Late payment may attract interest at twelve per cent (12%) per annum from the due date.

All fees are exclusive of UAE Value Added Tax. Where VAT applies, it is added to the invoice and remitted to the UAE Federal Tax Authority by us.

6. Refunds

If the relevant regulator rejects an application for reasons within our control (for example, incorrect filing or missing supporting documents we should reasonably have caught), we will refund our professional fee in full and either re-file at no additional professional fee or, at your election, return the matter to you. We do not refund fees where rejection or delay is caused by: failure of beneficial-owner KYC; restricted or licensable activity that was not disclosed at enquiry; positive sanctions screening; regulator policy changes; or other circumstances outside our reasonable control.

7. Confidentiality

Each of our partners and staff is subject to written confidentiality obligations. We will not disclose Client information except: (a) as required to perform the Services (including to regulators, Affiliated Firms and partner banks); (b) to our own professional advisers under equivalent obligations of confidentiality; or (c) where required by law, regulator order, or to comply with our obligations under the UAE AML/CFT regime.

8. AML & KYC obligations

Our accounting and consultancy activities bring us within the scope of the UAE anti-money-laundering regime applicable to Designated Non-Financial Businesses and Professions (DNFBPs). We are required to perform customer due diligence at the outset of each engagement and ongoing monitoring throughout the engagement. We may decline to act, suspend the engagement, or terminate the engagement where we cannot satisfy AML/CFT requirements. We are obliged to report suspicious activity to the UAE Financial Intelligence Unit via the goAML portal, and we are prohibited from informing you that any such report has been made (the so-called "tipping-off" prohibition). See our AML & CFT Policy.

9. Conflicts of interest

We screen for conflicts of interest at the enquiry stage. If a conflict arises during an engagement we will inform you promptly and discuss how best to proceed; we may be required to cease acting for one or both affected clients.

10. Intellectual property

All intellectual property in the Services, including templates, methodologies, written advice and standard documentation, vests in and is retained by ArxSetup. On payment in full of the relevant fees, you receive a non-exclusive, non-transferable licence to use the deliverables for the purpose for which they were prepared. Bespoke documents (for example, your shareholders' agreement) become your property on payment; the underlying templates do not.

11. Limitation of liability

To the maximum extent permitted by applicable law, our aggregate liability to you in respect of any matter (whether in contract, tort, breach of statutory duty or otherwise) is limited to the greater of: (i) United States Dollars one hundred thousand (USD 100,000); or (ii) three times the professional fees actually paid by you to us in respect of that matter. We are not liable for any indirect, consequential, incidental, special or punitive damages, loss of profit, loss of revenue, loss of business opportunity, loss of goodwill or loss or corruption of data.

Nothing in these Terms limits or excludes liability for: (a) fraud or fraudulent misrepresentation; (b) wilful misconduct; (c) any liability that cannot lawfully be limited or excluded under the laws of the United Arab Emirates.

12. Indemnity

You will indemnify and hold us harmless against any third-party claim arising from (a) information you have provided to us being incorrect, misleading or incomplete; (b) your breach of these Terms or the Engagement Letter; or (c) your unlawful or wrongful conduct in connection with the matter. We will give you reasonable notice of any such claim and reasonable conduct of the defence.

13. Insurance

We maintain professional indemnity insurance commensurate with the work we undertake. Details are available on request and are typically disclosed in writing prior to engagement on larger matters.

14. Term and termination

An engagement runs from the date the Engagement Letter is counter-signed to the date the agreed Services are completed or the date the engagement is terminated under this clause.

You may terminate the engagement at any time on reasonable written notice. We may terminate the engagement on reasonable written notice, and may suspend or terminate it immediately, where: (a) you fail to pay any invoice when due; (b) you fail to provide the CDD documentation we reasonably require; (c) you instruct us to do anything that would be contrary to law, regulator rules, or our professional obligations; (d) a positive sanctions match arises in respect of you or any beneficial owner; or (e) a suspicion of money-laundering or terrorist financing arises that cannot be resolved.

On termination, fees for work performed up to the date of termination remain payable, including any pass-through government and registered-agent charges already incurred. We will release files and deliverables on receipt of payment of all sums due.

15. Records and retention

We retain Client records in accordance with applicable regulatory retention periods, currently a minimum of five (5) years for AML records (UAE Federal Decree-Law No. 20 of 2018) and seven (7) years for accounting and tax records (UAE Federal Decree-Law No. 47 of 2022 on Corporate Tax). After the relevant retention period has elapsed, we will delete records on your written request.

16. Force majeure

Neither party is liable for any delay or failure to perform caused by an event beyond its reasonable control (including acts of God, governmental action, war, civil unrest, pandemic, regulator-mandated suspension, internet or telecommunications failure outside our supplier network).

17. Notices

Notices to us must be in writing and sent to enquiries@neolegal.ae with a copy by registered post to our registered office. Notices to you will be sent to the email and postal address you provide in the Engagement Letter and CDD documentation.

18. Assignment

You may not assign, transfer or sub-contract any of your rights or obligations under these Terms without our prior written consent. We may sub-contract specific Services to Affiliated Firms or licensed providers without your prior consent provided we remain responsible to you for performance.

19. Severability and entire agreement

If any provision of these Terms is found by a court of competent jurisdiction to be unenforceable, the remaining provisions remain in full force and effect. These Terms together with the Engagement Letter constitute the entire agreement between us in respect of the matter, and supersede any prior representation, proposal, indicative quote or correspondence (whether written or oral).

20. Variation

No variation of these Terms or the Engagement Letter is effective unless it is in writing and signed by both parties.

21. Third-party rights

No person who is not a party to the Engagement Letter has any right to enforce any term of it. This clause does not affect any right or remedy that exists or is available apart from such enforcement rights.

22. Governing law and jurisdiction

These Terms and the Engagement Letter, and any non-contractual obligations arising in connection with them, are governed by the laws of the United Arab Emirates as applied in the Emirate of Dubai. The courts of the Dubai International Financial Centre (DIFC) have exclusive jurisdiction in respect of any dispute arising out of or in connection with these Terms or any Engagement Letter, save that we reserve the right to bring proceedings against you for the recovery of unpaid fees in the courts of the place where you are domiciled or have assets.

23. Language

These Terms are provided in English. Where any Arabic translation is provided for convenience, the English version prevails in the event of a conflict.

Issued by Neo International Consultancy FZ-LLC, DDA licence 107229, Unit L1-206, Floor 02, Loft Offices 1, Dubai Media City, Dubai, UAE. Last updated 18 May 2026.