Terms of Service.

01Who we are

Entegrix FZC is a free-zone company registered in the Ajman Free Zone, United Arab Emirates, with registered address at Office C1, 1F, SF7579, Ajman Free Zone C1 Building, Ajman, UAE. We trade as Entegrix and deliver chartered-accountancy services across the UK and UAE.

Our UK-side work is supervised by our Founder and Managing Partner, who is a member of the Institute of Chartered Accountants in England and Wales (ACCA). Our UAE-side work is registered with the UAE Federal Tax Authority (FTA) and is conducted in accordance with applicable UAE federal law and the rules of the relevant free zones in which we operate.

02Our services

We offer the following categories of professional service. The exact scope, fees and deliverables for any engagement are defined in your engagement letter.

2.1 UAE company setup

• Free-zone selection and feasibility analysis (IFZA, DMCC, Meydan, RAKEZ, Shams, Ajman Free Zone and others)
• Mainland company formation
• Activity and licence configuration
• Visa quota planning and Establishment Card setup
• Bank-account introductions (UAE and offshore)
• Office address, flexi-desk and physical premises arrangement

2.2 Ongoing finance and accounting

• Monthly bookkeeping under IFRS
• Management accounts and KPI reporting
• Annual financial statements
• Audit support and audit liaison

2.3 Tax

• UAE VAT registration, filing and advisory
• UAE Corporate Tax registration, computation and filing (including Free Zone Person and Qualifying Free Zone Person regimes)
• UAE Excise Tax (where applicable)
• UK Corporation Tax, VAT, Self-Assessment and HMRC liaison for UK-domiciled clients and UK-parented structures
• Cross-border tax structuring including Double Taxation Treaty positioning

2.4 Payroll

• UAE WPS-compliant monthly payroll
• End-of-Service Benefit (gratuity) calculations
• UK PAYE, RTI, P11D and pension auto-enrolment

2.5 Compliance and advisory

• AML/CFT compliance: risk assessment, KYC framework, MLRO support, Suspicious Activity Reporting
• UBO declarations and economic substance reporting
• Transfer pricing documentation (Master File, Local File, Disclosure Form, Country-by-Country)
• Fractional CFO services for scale-stage businesses
• Financial modelling, fundraising support, M&A due diligence

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03Engagement formation

An engagement with Entegrix becomes binding only when:

1. You receive a written proposal from us describing the scope, deliverables, fees and timeline of the work.
2. You receive a written engagement letter from us, which incorporates these terms by reference and adds engagement-specific provisions.
3. You sign and return the engagement letter, either by electronic signature or by hand.
4. You provide the documents we request as part of our AML/KYC onboarding process (see section 10 below).
5. Where applicable, the agreed engagement fee or first instalment has been paid in cleared funds.

Discussions, scoping calls, proposals and quotes do not by themselves create a contract. We may decline to accept an engagement at our discretion, including for AML, conflict-of-interest or capacity reasons.

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04Fees and payment

4.1 Quotation

All fees are quoted in UAE Dirhams (AED) as the primary currency. For UK and international clients, we will provide GBP, EUR or USD equivalents at the prevailing exchange rate on the date of the proposal. The AED amount is the contractual figure; currency-equivalent figures are indicative.

4.2 Payment terms

4.3 Late payment

Invoices unpaid after the due date attract late-payment interest at the rate of 2% per month on the overdue balance, calculated from the date payment was due to the date of receipt. We may also suspend work on your file (including suspension of pending filings) where invoices are overdue by more than 30 days. We will not knowingly miss a statutory deadline as a consequence of late payment, but we may at our discretion withdraw from the engagement under section 11 if non-payment continues.

4.4 VAT and taxes

All fees are quoted exclusive of UAE VAT (currently 5%) unless explicitly stated otherwise. UAE VAT will be added to invoices where applicable. Cross-border supplies will be invoiced in accordance with the place-of-supply rules.

4.5 Refunds

Where you cancel an engagement before substantial work has commenced, fees paid will be refunded less an administration charge of AED 1,500 plus any non-refundable disbursements already incurred (free-zone fees, government fees, third-party charges). Where work has commenced, refunds are at our reasonable discretion having regard to time invested.

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05Client responsibilities

An accountancy engagement is a two-way partnership. To deliver our work we rely on you to:

• Provide accurate and complete information. All documents and statements you provide us must be accurate, complete and up to date. We will rely on what you give us without independent audit unless the engagement is an audit engagement.
• Respond promptly to our queries. Where we ask for information, please respond within five working days unless we agree otherwise. Slow responses can cause missed deadlines for which we accept no responsibility.
• Notify us of material changes in your circumstances (new directors, new beneficial owners, new bank accounts, change of address, change of activity, M&A activity, regulator correspondence) as soon as practicable.
• Respond to HMRC, FTA and free zone correspondence. Where a regulator writes directly to you, forward the correspondence to us promptly so we can advise on the response.
• Maintain underlying records. You retain primary responsibility for keeping accurate accounting and tax records. We can build, maintain and review your records as part of the engagement, but the legal duty to keep them rests with you.
• Pay our invoices on time and provide settlement details promptly.
• Cooperate with AML/KYC requests including providing identification documents and source-of-funds evidence on request, even after onboarding.

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06Our responsibilities

In delivering the engagement, we commit to:

• Apply the professional and ethical standards of the ACCA (for UK-side work) and the rules of the UAE FTA and relevant free zones (for UAE-side work).
• Allocate appropriately qualified staff to the engagement.
• Communicate clearly and proactively about progress, risks and deadlines.
• Keep your information confidential (see section 7).
• Meet statutory deadlines where you have provided the necessary information in good time.
• Maintain professional indemnity insurance appropriate to the scale of our engagements.
• Tell you promptly if a conflict of interest arises and propose how to manage it.
• Tell you promptly if we cannot continue an engagement, and provide reasonable handover support to a successor adviser.

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07Confidentiality

Each party agrees to keep the other's confidential information strictly confidential, both during the engagement and after its termination. We will not disclose your information to third parties except:

• With your prior written consent.
• Where required by law, regulation, court order or supervisory body (including HMRC, FTA, free-zone authorities, anti-money-laundering authorities, professional bodies and regulators).
• To our own professional advisers, insurers and auditors under equivalent confidentiality obligations.
• To carefully selected processors (cloud-based accounting platforms, secure document storage) who handle data on our behalf under written data processing agreements.

We are subject to professional duties of confidentiality under ACCA rules and a separate statutory duty of confidentiality under UAE law. These duties survive termination of the engagement.

For more on how we handle personal data, see our Privacy Policy.

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08Intellectual property

• Working papers, templates, methodologies and models developed or used by us in delivering the engagement remain our property. You receive a non-exclusive, non-transferable licence to use them for the internal purposes of your business.
• Final deliverables issued to you (such as filed financial statements, tax computations, returns filed with HMRC or the FTA, formation certificates, signed engagement letters) belong to you and may be used freely for your business and statutory purposes.
• Reports and advice we issue are for your internal use unless we agree in writing that they may be shared with a specific third party. We accept no liability to any third party who relies on our advice without our written consent.
• Underlying client data (your accounting records, customer lists, supplier information, transactions) remains your property at all times.

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09Limitation of liability

Our liability to you for any claim arising out of or in connection with the engagement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is capped at an amount equal to the fees paid to us by you in the twelve (12) months preceding the event giving rise to the claim.

We do not exclude or limit liability for:

• Death or personal injury caused by our negligence.
• Fraud or fraudulent misrepresentation.
• Any other liability which cannot be lawfully excluded under UK law (for UK engagements) or UAE federal law (for UAE engagements).

We will not be liable for:

• Any consequential, indirect or special loss.
• Loss of profit, loss of business, loss of opportunity or loss of goodwill.
• Loss caused by your failure to provide accurate or timely information.
• Loss caused by changes in tax law, regulation or government policy that take effect after the date of our advice.
• Loss caused by the failure or actions of any third-party advisers (banks, lawyers, regulators, free-zone authorities) involved in your matter.

Any claim against us must be brought within two (2) years of the date you first became aware (or ought reasonably to have become aware) of the matter giving rise to the claim, regardless of any longer period that might be available under statute.

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10AML and KYC

Both the UK Money Laundering Regulations 2017 (as amended) and the UAE AML/CFT regime (Federal Decree-Law No. 20 of 2018 and its implementing regulations) require us to:

• Identify and verify our clients, their beneficial owners and any controlling persons.
• Understand the nature, purpose and source of funds of the business relationship.
• Conduct ongoing monitoring throughout the engagement.
• Report suspicious activity to the appropriate authority (the UK National Crime Agency or the UAE Financial Intelligence Unit) without notifying you (a "tipping off" offence).

We may request additional or updated documentation at any time during the engagement. We may decline to act, suspend work or terminate the engagement where we are unable to obtain satisfactory AML information. Such suspension or termination is not a breach of these terms.

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11Termination

Either party may terminate an engagement by giving thirty (30) days' written notice to the other. Notice must be given by email to [email protected] (to us) or to the named contact in your engagement letter (to you).

We may terminate immediately, without notice and without compensation, where:

• You commit a material breach of these terms or the engagement letter that is not capable of remedy, or that you fail to remedy within 14 days of written request.
• Invoices remain unpaid more than 60 days after the due date and you have not agreed an alternative payment plan with us.
• We are required to terminate by law, by our professional rules, or by our AML obligations.
• You become insolvent, enter liquidation, administration or bankruptcy, or take any analogous step.
• Continuing the engagement would, in our reasonable opinion, expose us to legal, regulatory or reputational risk.

On termination:

• You remain liable for all fees in respect of work performed up to the termination date, plus any non-refundable disbursements committed by us before termination.
• We will return your original documents to you on request, subject to any lien for unpaid fees that applies under UK or UAE law.
• We will retain a copy of our working papers for the period required by our retention policy (see our Privacy Policy).
• The provisions on confidentiality, intellectual property, limitation of liability, governing law and dispute resolution survive termination.

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12Complaints procedure

We take complaints seriously and aim to resolve them constructively and quickly.

1. First stage. Email your complaint to [email protected] with the subject line "Complaint" and a clear description of the issue. We will acknowledge within two working days.
2. Investigation. The matter will be investigated by the partner responsible for your engagement. We aim to provide a substantive response within 14 working days.
3. Escalation. If you are not satisfied, you may escalate the complaint to our Founder and Managing Partner, Hussnain Bin Iqbal, by writing to [email protected] marked for his personal attention. He will respond within a further 14 working days.
4. Independent escalation. If, after exhausting our internal process, you remain dissatisfied:
   • For UK-side engagements, you may refer the matter to the ACCA at icaew.com.
   • For UAE-side engagements, you may refer the matter to the relevant free-zone authority or to the UAE Ministry of Economy.

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13Governing law and dispute resolution

13.1 UK engagements

Engagements relating predominantly to UK matters (UK Limited companies, HMRC filings, UK Self-Assessment, UK Corporation Tax, UK payroll) are governed by the laws of England and Wales. Any dispute arising out of or in connection with such an engagement falls within the exclusive jurisdiction of the courts of England and Wales.

13.2 UAE engagements

Engagements relating predominantly to UAE matters (UAE company setup, UAE Corporate Tax, UAE VAT, free-zone licence administration, UAE payroll) are governed by the federal laws of the United Arab Emirates, together with the laws and regulations of the free zone in which the engagement is administered.

Any dispute arising out of or in connection with a UAE-side engagement that cannot be resolved through our complaints procedure shall be referred to arbitration under the rules of the DIFC-LCIA Arbitration Centre (or its successor body). The seat of arbitration shall be the Dubai International Financial Centre (DIFC). The arbitration shall be conducted in English by a sole arbitrator. The decision of the arbitrator shall be final and binding on both parties.

13.3 Mixed engagements

For cross-border engagements that touch both jurisdictions (for example, a UK Ltd to UAE FZE migration), the engagement letter will specify which forum applies to which element. In default, the dispute will be heard in the forum corresponding to the jurisdiction of the deliverable to which the dispute most closely relates.

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14General provisions

• Entire agreement. Your signed engagement letter, together with these terms (as incorporated by reference) and any schedules, constitute the entire agreement between us in respect of the engagement and supersede any prior discussions or representations.
• Variation. Variations to the engagement must be in writing and signed by both parties to be effective.
• Severance. If any provision of these terms is held to be invalid or unenforceable, the remainder will continue in full force.
• No waiver. Our failure to enforce any term is not a waiver of that or any other term.
• Force majeure. Neither party is liable for delay or failure to perform caused by circumstances beyond its reasonable control, provided the affected party gives prompt notice and uses reasonable efforts to mitigate.
• Assignment. Neither party may assign or transfer its rights or obligations under the engagement without the other's prior written consent, except that we may assign to a successor practice on reasonable notice.
• Notices. Notices to us shall be sent by email to [email protected]. Notices to you shall be sent to the email address most recently provided by you for the engagement.
• Third-party rights. A person who is not a party to the engagement has no rights under the UK Contracts (Rights of Third Parties) Act 1999 or any equivalent UAE provision to enforce any term.
• Language. These terms are issued in English. If translated into Arabic or any other language, the English version prevails in case of conflict.
• Updates. We may update these terms from time to time. The version in force at the time you signed your engagement letter applies to your engagement; we will notify clients with active engagements of any material changes.

These terms were last updated on 21 May 2026. Version 2.0. Issued by Entegrix FZC, Office C1, 1F, SF7579, Ajman Free Zone C1 Building, Ajman, UAE.