Platform Terms and Conditions

These Terms and Conditions govern your use of the Incorpium platform and services, which are provided by Incorpium - FZCO, a company registered in Dubai Digital Park, Dubai Silicon Oasis, Dubai, UAE with license number 39747.

Please read these Terms and Conditions carefully before making an Application to, or using the Services provided by Incorpium. Capitalised words and expressions used in these Terms and Conditions have the meanings set out in the last section below.

Important notice: Incorpium is an intermediary platform that facilitates business registration and setup processes in UAE Free Zones and Mainland. We are not a Free Zone Authority, government entity, or law firm. We act as a facilitator between you and various UAE authorities.

Your access and use of the Services are subject to your acceptance of and compliance with these Terms and Conditions.

1. We may collect and process your Information when you make an enquiry with us or fill out an Application. Your Information will be held by us in compliance with the UAE's data protection laws. In addition to the disclosure mentioned in Clause 4 below, we may disclose your Information to third parties in response to a legal request, such as a court order or lawful demand by a UAE government authority, to report illegal activity, or to enforce our rights or defend claims.

2. You are obliged to disclose to us all relevant Information. This includes UBO information in compliance with the AML Regulations. You are also obliged to update us on any change to UBO information. This applies whether you incorporate an FZCO or register a Branch Office.

3. We may ask you, in our discretion, to provide such further information, in any such form or content, as we require to process your Application.

4. When you make an Application through our Platform, a security check via the UAE Authorities is conducted on each proposed natural person shareholder, each director and the general manager. We will submit your Information to the UAE Authorities for this purpose. Our ability to proceed with your Application is subject to this check being approved by the relevant authorities.

5. An Application may be rejected at the discretion of the relevant authorities. Where an Application is rejected by the relevant authorities due to a security check issue concerning a natural person shareholder, director or general manager, and you decide to then not proceed with the Application, we are under no obligation to refund any amounts you have paid for our Services.

6. If your Application is approved, you will receive your incorporation or registration documentation via email for electronic signature. You must check your Application carefully including, without limitation, the activities that have been approved for your Licence. It is your responsibility to check the terms of issue of the Licence including the activities. Your electronic signature on the incorporation or registration documentation is deemed to constitute your acknowledgement and consent to all particulars of the Application including the activities on your Licence. As an intermediary, we follow the policies set by Free Zones and Mainland authorities, which generally do not permit any share transfers in an FZCO within the first three (3) months following initial registration and licensing.

7. We will provide an invoice for the cost of the Application. In compliance with our obligations under the AML Regulations, we only accept payment for the invoice directly from the person named as the addressee on the invoice. Payment of invoices by persons other than the person named as the addressee on the invoice must be approved by us in advance of payment being made. Our approval for payment of an invoice by persons other than the person named as the addressee on the invoice is entirely at our discretion. All payments are processed through secure third-party payment providers, and we do not store your payment card information.

8. Please note that we do not follow the company naming protocols administered by the Dubai Economy and Trade Department (DET Name Protocols). Accordingly, as a standard procedure when processing a registration to incorporate an FZCO, Incorpium does not obtain company name approval under the DET Name Protocols. If you wish to obtain DET Name Protocols approval for your chosen name, we can, as an exception, facilitate this approval process for an additional fee.

9. If you incorporate an FZCO, you must have Memorandum and Articles of Association. You may choose in the incorporation resolution you sign to form the FZCO to adopt the standard Memorandum and Articles of Association. If you choose to draft your own Memorandum and Articles of Association or modify our standard Memorandum and Articles of Association, you are responsible for ensuring that these conform to Free Zone Regulation.

10. In operating your Business, you must comply with all Laws including, without limitation, the EST Regulations and the VARA Regulations. While we facilitate the registration process, you remain fully responsible for ensuring ongoing compliance with all applicable regulations. We do not provide legal advice regarding compliance matters.

11. The activities of your Business are limited to the activities listed on your Licence. If you wish to change or expand the scope of your Business, you must change or add to the activities on your Licence. We can assist with the process of updating your Licence to include additional activities, but approval rests with the relevant authorities.

12. Certain Licence activities may require the approval or consent of other regulatory authorities. Free Zones and Mainland authorities may grant you a Licence with activities that require the approval or consent of other regulatory authorities on a provisional basis for a specified period, subject to you obtaining such required approval or consent of other regulatory authorities within that specified period. If you do not then obtain such required approval or consent of other regulatory authorities within that specified period, your Licence will be cancelled, unless you have changed the activities on your Licence, at your cost, to other approved activities prior to the end of the specified period. As your facilitator, we will communicate these requirements to you, but cannot guarantee approval from any regulatory authority.

13. You must renew your Licence on or before its renewal date. If you do not renew your Licence by the renewal date you may be subject to financial fines or penalties, suspension and even cancellation of your Licence. In order for your Licence to be renewed, you must pay any due financial fines or penalties in addition to the Licence fee. While we may send you renewal reminders, it remains your responsibility to ensure timely renewal of your Licence. We can facilitate the renewal process through our Platform.

14. Operating your Business from a free zone is different from operating a business in the UAE mainland. You are responsible to ensure that your Business operations comply with all applicable Law including, without limitation, all applicable Law in relation to the import and export of goods and services. We can provide general information about these differences, but you should seek professional advice regarding your specific operational requirements.

15. Where you employ people for your Business to work in the UAE, those people are employed subject to the Labour Law and Free Zone Regulation. You are responsible for ensuring that the terms and conditions of their employment comply with the Labour Law and Free Zone Regulation including any Visa or work permit requirements. You are responsible for any fines, penalties or other sanctions relating to any non-compliance with Law relating to employment. We can assist with the visa application process, but compliance with employment regulations remains your responsibility.

16. If you wish to close down your Business, you are required to comply with Free Zone Regulation and other applicable Law with respect to cancelling your Licence and, where you operate your Business through an FZCO, formally liquidating that FZCO. You are responsible to pay all costs and fees required. Simply not renewing your Licence is not sufficient to close down your Business. We can facilitate the business closure process but cannot exempt you from any legal requirements or associated costs.

17. Issuance of any Visa is subject to Free Zone Regulation and the UAE immigration authorities. Policies in relation to Visa issuance are subject to change from time to time in line with Free Zone Regulation and the UAE immigration authorities. Approval of an Application does not mean that a Visa will be approved for any particular person. Our Platform facilitates the visa application process, but final approval remains at the discretion of the relevant authorities.

18. In order to apply for a Visa, you must first register for an Establishment Card. The costs for this are in addition to any amounts you have paid to establish your Business. You must renew your Registration annually for the Establishment Card. If you do not renew your Establishment Card by the renewal date, you may be subject to financial fines or penalties and you will be unable to apply for any further Visas. We can assist with the Establishment Card application and renewal process through our Platform.

19. The number of Visas available under your Licence depends on the category of Licence you select in your Application. If you wish to increase the number of Visas available to you, you will need to upgrade your Licence category. In addition, higher levels of Visa entitlement may also require you to lease physical office space in the respective Free Zone. We can provide information on visa quotas for different licence categories but cannot modify these requirements as they are set by the authorities.

20. To maintain the validity of a Visa, you must maintain your Licence. If you do not maintain your Licence, any Visa(s) issued under your Licence may be cancelled and/or the Visa holder may not be able to renew the Visa or obtain another Visa. Further, the Visa holder may be liable for fines and penalties. We will communicate to you any necessary actions needed to maintain visa validity, but the responsibility for compliance remains with you.

21. You are responsible for any fines, penalties or other sanctions applied under Free Zone Regulation or by the UAE immigration authorities in relation to any person who has obtained a Visa through your Business. While we can help you understand the requirements, we cannot accept liability for any visa-related fines or penalties.

22. In addition to standard business setup services, our Platform facilitates applications for Freelance Licences that allow individuals to operate as independent professionals in UAE Free Zones.

23. When you apply for a Freelance Licence through our Platform, you acknowledge that:

   - The licence is issued to you as an individual, not as a corporate entity

   - You will be personally liable for all obligations arising from your professional activities

   - You are limited to the specific professional activities listed on your licence

   - You must comply with all applicable Free Zone regulations

24. We facilitate the application process for Freelance Licences but cannot guarantee approval. Final decisions rest with the relevant Free Zone authorities. Special conditions and limitations apply to Freelance Licences that may differ from other business structures.

25. The following words and expressions used in these Terms and Conditions have the meanings as set out below:

"AML Regulations" means UAE Cabinet Decision No. (10) of 2019 Concerning the Implementing Regulation of Decree Law No.20 of 2018 on Anti-Money Laundering and Combating the Financing of Terrorism and Illegal Organisations.

"Application" means an application, including any enquiries pertaining to making an application, to register a Business submitted through the Platform.

"Branch Office" means a branch office of a foreign company registered in a free zone under Free Zone Regulation.

"Business" means the specific economic activity carried out by an FZCO or Branch Office under the terms of its Licence.

"Establishment Card" means the identity card issued for your Business through the Emirate of Dubai to enable your Business to obtain Visas and utility services (e.g. telecommunications and power and water utilities) and bank accounts.

"EST Regulations" means UAE Cabinet of Ministers Resolution No.31 of 2019 Concerning Economic Substance Regulations.

"Free Zone Regulation" means the applicable rules and regulations in the Dubai integrated Economic Zones including, without limitation, the 2023 Implementing Regulation for Free Zone Companies issued pursuant to Law No. (16) of 2021 Regarding Establishing Dubai Integrated Economic Zones Authority.

"FZCO" means a free zone limited liability company incorporated and licensed under Free Zone Regulation.

"Immigration Law" means UAE Federal Law No. 6 of 1973 as amended by UAE Federal Law No.13 of 1996 and regulations and orders issued thereunder.

"Information" means any and all information, data or identifying information, including personal data, provided by or on behalf of an applicant.

"Labour Law" means UAE Federal Law No.8 of 1980 as amended.

"Law" means all applicable laws and regulations of the UAE and the Emirate of Dubai.

"Licence" means a Licence issued to an FZCO or Branch Office under Free Zone Regulation.

"Memorandum and Articles of Association" means the memorandum and articles of association of an FZCO.

"Platform" means the website www.incorpium.com operated by Incorpium - FZCO.

"Services" means the services provided by Incorpium - FZCO through the Platform, including but not limited to facilitation of business registration, licence applications, visa applications, and related support services.

"Terms and Conditions" means these terms and conditions as may be modified or amended from time to time by Incorpium - FZCO.

"UAE" means the United Arab Emirates.

"UBO" means ultimate beneficial ownership as that term is used in the AML regulations.

"VARA Regulations" means Dubai Law 4 of 2022 Regulating Virtual Assets in the Emirate of Dubai.

"Visa" means a residence visa and, if applicable, employment visa as issued under the Immigration Law.

"Visa Entitlement" means the number of Visas that may be issued under a Licence.

"we, us or our" refers to Incorpium - FZCO.

"you or your" refers to any person making an application to or otherwise using the services of the Platform and includes persons acting on behalf of an applicant, as well as the applicant itself.

Contact Information

For any questions regarding these terms and conditions, you can contact Incorpium at info@incorpium.com.