Terms of Business

Effective October 23, 2025 | These Terms of Business supersede all previous versions

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1. DEFINITIONS AND INTERPRETATION

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1.1 In these Terms of Business (the"Terms"):

· "Applicable Law" means any statute,regulation, rule, guidance, order, directive, or requirement in force in theAbu Dhabi Global Market, Dubai International Financial Centre, United ArabEmirates, or other relevant jurisdiction;

· "Client" means the individual,entity, or entities who have engaged Sanctuary to provide Services, whetheracting directly or through an authorised representative;

· "Contracting Party" means theperson(s) or entity(ies) entering into a Service Agreement with Sanctuary;

· "Managed Entity" means any company,foundation, trust, partnership, or other legal entity or structure established,administered, or managed by Sanctuary pursuant to the Services;

· "Professional Indemnity Insurance"means Sanctuary's professional indemnity insurance policy or policiesmaintained from time to time.

· "Prohibited Person" means anyindividual or entity who is directly or indirectly subject to sanctions,embargos, or other restrictions imposed by the United Nations, United States,United Kingdom, European Union, United Arab Emirates, or other relevantauthority;

· "Related Party" means any person whomay from time to time be nominated or appointed to act by the Client as agent,director, alternate director, council member, secretary, assistant secretary,manager, partner, trustee, protector, guardian, beneficiary, bank accountsignatory, other officer, grantee of a power of attorney, administrator,registered agent, provider of a registered office or address for legal service,shareholder, lender, or provider of capital;

· "Sanctuary" means Sanctuary CorporateServices FZ LLC, a company incorporated in the Fujairah Free Zone under licensenumber 14916/2019, acting through its branch in Dubai and its branch in the AbuDhabi Global Market, together with its successors and assigns;

· "Service Agreement" means the serviceschedule, engagement letter, or other agreement between Sanctuary and theClient setting out the scope of Services, fees, timelines, and any agreedvariations to these Terms;

· "Services" means the corporate,fiduciary, administrative, advisory, compliance, secretarial, directorship,accounting, tax advisory, regulatory, or other professional services providedby Sanctuary as described in the relevant Service Agreement;

1.2 Words importing the singular include the pluraland vice versa. References to persons include individuals, companies,partnerships, and other legal entities as the context may require.

2. SCOPE ANDAPPLICABILITY

2.1 These Terms applyto all Services provided by Sanctuary and govern the relationship betweenSanctuary and the Client in respect of all matters and instructions.

2.2 These Terms applyuniversally to all clients, whether individual or corporate, single ormultiple, and to the extent permitted or possible at law automatically bind anyManaged Entity established by Sanctuary at the Client's instruction withoutrequiring separate execution of terms.

2.3 The ServiceAgreement incorporates these Terms. In the event of any inconsistency betweenthese Terms and a Service Agreement, the Service Agreement shall prevail to theextent of the inconsistency.

2.4 Any variations tothese Terms must be agreed by Sanctuary in writing and shall apply only to thespecific matter or engagement for which they are agreed.

2.5 Each partyrepresents and warrants that: (a) it has taken all necessary actions and hasall requisite power and authority to enter into and perform these Terms inaccordance with their provisions; (b) it has entered into these Terms free ofany inducement, coercion, or undue influence; and (c) these Terms, togetherwith any Service Agreement, constitute the entire agreement between the partiesregarding the subject matter herein.

3. SERVICES

3.1 Sanctuary shallprovide the Services described in the relevant Service Agreement withreasonable care and skill in accordance with applicable professional standards.

3.2 Sanctuary reservesthe right to refuse or may refuse to provide Services to any person or entitywho: (i) is legally incapable of or disqualified from being party to acontract; (ii) is an undischarged bankrupt or is otherwise disqualified fromacting as a director or company officer in any jurisdiction; (iii) has beenimprisoned or found guilty of any criminal offence (other than a motoringoffence carrying a non-custodial sentence); (iv) has been proven to act in afraudulent or dishonest manner in any civil proceedings; or (v) is a governmentofficial or politician where such engagement may create compliance risks.

3.3 The Services mayinclude:

(a) Establishment of companies, SPVs, familyoffices, foundations and other entity types in the UAE and elsewhere

(b) Corporate administration and secretarialservices

(d) Residency and relocation services such as visaprocessing, document clearing, and government liaison

(e) Tax and corporate structuring advice

(f) Corporate tax advisory and compliance

(g) Fiduciary services including directorship,council membership, and other statutory roles

(h) Regulatory and compliance advisory services

(i) Accounting, bookkeeping, and financialreporting

(j) VAT registration and ongoing compliance

(k) Business advisory and strategic consultancy

(l) Document attestation and authenticationservices

(m)Bank account opening facilitation

(n) Other services as Sanctuary may, at its solediscretion, agree to provide from time to time

3.4 Unless otherwiseagreed in writing, Services are provided on a non-exclusive basis and Sanctuaryreserves the right to provide similar services to other clients.

3.5 Sanctuary mayengage qualified third parties (including without limitation affiliates) toassist in providing the Services in its discretion. In all such cases therelevant third parties are authorised to act on behalf of Sanctuary within thewritten scope of the Services agreed between Sanctuary and the Client. TheClient is not entitled to rely on any acts or omissions of such third partiesbeyond such scope.

3.6 Without Sanctuary'sprior written consent, no Managed Entity shall engage in: (a) Financialbusiness involving: soliciting funds from the public, offering investmentadvice to the public, insurance business, the operation and administration ofcollective investment schemes or the management of investments other than wherethe assets so managed comprise the property of the Entity; (b) Any activityrelating to the provision of financial services which requires a licence wheresuch licence has not been obtained; (c) Accepting payment over the internet forproducts or services; (d) Trading in high-risk products or services, orproducts or services which may be associated with fraud; and (e) Utilisingmerchant numbers for processing credit card orders.

3.7 Registered OfficeFacility

Where Sanctuaryprovides registered office facilities to or for a Managed Entity:

3.7.1 No referenceshall be made to that registered office address in any advertisement or publicannouncement without Sanctuary’s specific written consent.

3.7.2 The facility isprovided on the basis of a licence revocable at will by Sanctuary; the Clientshall, upon request from Sanctuary, immediately transfer the registered officeaddress to another address selected by the Client.

3.7.3 The Client (andthe Managed Entity, as applicable) hereby irrevocably and unconditionallyappoints Sanctuary as its attorney and agent for the purpose of transferringthe registered office address to an address of Sanctuary’s choice should theClient or Managed Entity fail to do so within ten (10) days of Sanctuaryissuing a request pursuant to clause 3.7.2.

3.8 Bank AccountFacilitation

Sanctuary may provide,where agreed in the relevant Services Schedule, the service of Facilitation ofCorporate Bank Account Opening ("Bank Account Facilitation").

Bank AccountFacilitation is provided strictly on a reasonable commercial-efforts basis. Sanctuaryhas no control over the outcome of any application. Decisions on approval,rejection or timing are made solely by the relevant bank in accordance with itsown policies, internal procedures and compliance requirements.

Sanctuary’s role islimited to assisting with introductions and facilitating the preparation andsubmission of documentation. Sanctuary does not provide advice on the Client'seligibility for an account, nor does it influence or participate in the bank'sinternal decision-making.

Sanctuary shall not beresponsible for:

(a) delays in account opening caused by the bank'sinternal processes, compliance queries or the Client's corporate structure;

(b) changes to the bank's requirements, policies orprocedures;

(d) the ongoing relationship between the Client andthe bank once the account has been opened, unless otherwise agreed in writing.

(e) failure by the bank to provide updates eitherto Sanctuary or to the Client.

The Client acknowledgesand agrees that:

(a) the facilitation of an account opening does notin any way guarantee the bank's approval;

(b) fees for Bank Account Facilitation arenon-refundable in all circumstances;

(d) depending on the bank and account type, minimumbalance requirements may apply. Failure to maintain such balance may result indowngraded service or reduced priority by the bank.

4. FEES AND PAYMENT

4.1 Fee Structure: Feesare categorised as:

(a) One-off Services: All fees and disbursements are payable in advanceunless otherwise agreed;

(b) Recurring Services: Ongoing fees chargedannually, quarterly, or monthly as specified in the Service Agreement;

(c) Additional Services: For work instructed butnot explicitly addressed in a Services Schedule, Sanctuary will charge based ontime taken according to its current fee schedule;

4.2 Fee Changes:Sanctuary may amend fees for Recurring Services upon sixty (60) days' writtennotice to the Client. One-off Service fees are fixed unless variations areagreed in writing.

4.3 Payment Terms:

(a) Invoices are payable within seven (7) days ofthe invoice date;

(b) Payment must be made in full without deductionor set-off;

4.4 Late Payment:Interest may be charged on overdue amounts at the maximum rate permitted byApplicable Law.

4.5 Suspension ofServices: Sanctuary reserves the right to suspend or delay provision ofServices until outstanding amounts are paid in full.

4.6Additional Charges: The Client shall reimburse all out-of-pocket expenses,disbursements, government fees, and third-party costs incurred in connectionwith the Services, including but not limited to bank charges and foreignexchange fees.

4.7 All fees andcharges payable to Sanctuary in respect of the Services are non-refundableunder any circumstances, including where the Services are not completed due toreasons outside Sanctuary’s control.

4.8 Exit and HandoverFees: Upon termination, the Client shall pay reasonable fees for filepreparation, handover assistance, and transitional support as may be agreed ordetermined by Sanctuary.

4.9 The Clientacknowledges that Sanctuary may receive or pay referral fees, commissions orother benefits from third parties in connection with the provision of theServices.

4.10 In so far aspermitted by applicable law and professional guidelines, Sanctuary reserves theright to exercise a lien over all funds, documents and records in itspossession relating to any engagement until all outstanding fees anddisbursements are paid in full.

5. CLIENTRESPONSIBILITIES AND WARRANTIES

5.1 The Client warrantsand undertakes that:

(a) All information, documentation, andinstructions provided to Sanctuary are accurate, complete, and not misleading;

(b) All assets, funds, and property introduced toany Managed Entity are legally owned, unencumbered, and not derived fromcriminal activity, money laundering, terrorist financing, or other unlawfulactivity;

(c) Instructions given to Sanctuary will not causeSanctuary to breach any Applicable Law, applicable regulations, professionalobligations, or ethical standards;

(d) The Client is and is likely to remain solventand able to meet its financial obligations as they fall due;

(e) The Client will provide sixty (60) days'written notice before disposing of any interest in a Managed Entity or makingany material change to its ownership or control;

(f) The Client will promptly notify Sanctuary ofany material changes including changes to address, residency, citizenship,business activities, beneficial ownership, control structures, or circumstancesthat may affect the Services;

(g) The Client will cooperate fully with Sanctuaryand provide all information, documentation, and assistance reasonably requiredfor the provision of Services;

(h) The Client will comply with all Applicable Lawsand regulatory requirements relating to its affairs and the affairs of anyManaged Entity.

(i) The Client will immediately notify Sanctuary inwriting of any of the following whether initiated or originating in the UnitedArab Emirates or elsewhere: (i) any regulatory or criminal investigation,prosecution, or regulatory enforcement action commenced against the Client, anybeneficial owner, or any Managed Entity; (ii) any travel ban, visa restriction,or similar measure imposed by any authority; (iii) any asset freezing order orprecautionary measure affecting the Client's assets; (iv) any regulatoryinquiry or compliance investigation; and (v) any circumstances that mayreasonably be expected to result in criminal or regulatory proceedings orinvestigations.

5.2 The Clientacknowledges that any breach of these warranties or undertakings may result inimmediate suspension or termination of Services and potential legalconsequences.

6. ANTI-MONEYLAUNDERING AND COMPLIANCE

6.1 Sanctuary areobligated to undertake all applicable anti-money laundering, counter-terroristfinancing, and sanctions laws and regulations in respect of all Services andClients at the inception of each Client relationship and on an ongoing basis.

6.2 The Clientacknowledges that Sanctuary may be required to:

(a) Conduct ongoing due diligence and monitoring onthe basis of documentation from the Client and independent checks;

(b) Request additional information or documentationfrom the Client which the Client shall provide within a reasonable time;

(d) Refuse to act or terminate the relationshipwhere required by Applicable Law.

6.3 Sanctuary reservesthe right to refuse instructions or terminate Services immediately if:

(a) The Client, any Managed Entity, or any RelatedParty becomes a Prohibited Person;

(b) Sanctuary reasonably suspects involvement inmoney laundering, terrorist financing, or other criminal

(d) Continuing the relationship would or may inSanctuary’s opinion and subject to its sole discretion, breach Applicable Lawor professional obligations;

(e) The Client fails to provide satisfactoryinformation for compliance purposes;

(f) Any criminal or regulatory investigation orenforcement action is commenced against the Client, any beneficial owner, orany Managed Entity;

(g) Any travel ban, asset freezing order, orsimilar restrictive measure is imposed by any authority;

(h) Sanctuary reasonably believes that continuingthe Services would expose Sanctuary's personnel to risk of civil or criminalliability, travel restrictions, or other personal consequences;

(i) The Client fails to provide immediatenotification of material changes as required under Section 5.1 or fails toprovide Sanctuary requested information or documentation or providesdocumentation and information that is, in Sanctuary’s reasonable opinioninsufficient to enable Sanctuary to discharge its applicable compliance, KYC,and anti-money laundering obligations.

6.4 The Client remainssolely responsible for its own compliance with all Applicable Laws and shallnot hold Sanctuary liable for any gaps or failures or lapses in the observanceor discharge of the Client's applicable compliance obligations.

7. CONFIDENTIALITY ANDDATA PROTECTION

7.1 MutualConfidentiality: Each party shall keep confidential all non-public informationobtained from the other party and shall not disclose such information withoutprior written consent.

7.2 PermittedDisclosures: Confidentiality obligations do not apply to information:

(a) Required to be disclosed by Applicable Law,court order, or regulatory requirement;

(b) Disclosed to professional advisors, auditors,or regulators bound by confidentiality;

(d) In the public domain other than through breachof confidentiality.

7.3 Data Protection:Sanctuary processes personal data in accordance with the Abu Dhabi GlobalMarket Data Protection Regulations 2021 and other applicable or substantiallysimilar data protection laws. The Client consents to such processing for thepurposes of providing Services and meeting regulatory obligations.

7.4 SanctuaryIntellectual Property: The Client shall not disclose Sanctuary's proprietaryinformation, methodologies, systems, or internal procedures. The Client shallnot resell or use in any way not authorised by Sanctuary, Sanctuary’s servicesor proprietary methods or processes.

7.5 Name UsageRestriction: The Client shall not use Sanctuary's name, trademark, logo, orbrand (including those of its affiliates) in any marketing materials, websites,or public communications without Sanctuary's prior written consent.

7.6 EmployeeNon-Solicitation: The Client undertakes not to solicit, hire, or attempt tohire any employee or contractor of Sanctuary during the engagement and for aperiod of twelve (12) months after termination of Services.

7.7 Third PartyReliance Limitation: The advice and information provided by Sanctuary as partof the Services is for the Client's sole use, and not for any third party towhom the Client may communicate it, unless Sanctuary has expressly agreed inwriting that a specified third party may rely on such work. Sanctuary acceptsno responsibility to third parties for any advice, information or materialproduced as part of the Services which the Client makes available to them.

7.8 ElectronicCommunications Security: The parties acknowledge that communications throughoutthe engagement may occur via email, telephone, electronic platforms, and otherdigital means. Each party acknowledges that internet, email and otherelectronic means of communication are not secure mediums and neither party canguarantee the security or integrity of such communications.

8. LIABILITY ANDINDEMNIFICATION

8.1 Sanctuary’sresponsibilities are strictly limited to the specific Services set out in therelevant Service Schedule(s) or otherwise expressly agreed in writing bySanctuary. The Client agrees and acknowledges that Sanctuary shall have noduty, obligation, or liability whatsoever in respect of any matter, service oradvice which is not specifically and expressly included in the ServicesSchedule(s) or otherwise confirmed in writing by Sanctuary or in respect of anyService which is not in fact provided by Sanctuary.

8.2 Standard of Care:Sanctuary's liability is limited to finally proven damages arising from failureto exercise reasonable due care and skill in providing the Services. Nopresumption of a fiduciary relation shall be made against Sanctuary unless thescope of Services specifically require, by applicable law, the existence ofsuch a relationship in order for the Services to be lawfully provided.

8.3 Liability Cap:Sanctuary's total liability to the Client shall not exceed the Fees paid by theClient to (and received by) Sanctuary in the twelve (12) months preceding theclaim.

8.4 Excluded Losses: Tothe extent permitted by law Sanctuary shall not be liable for any indirect,consequential, special, or punitive damages, loss of profits, loss ofopportunity, or reputational damage suffered by the Client in any circumstanceswhatsoever.

8.5 ComprehensiveClient Indemnification: The Client shall defend, indemnify, and hold harmlessSanctuary, its directors, officers, employees, and agents from and against allclaims, demands, actions, suits, proceedings, investigations, losses, damages,liabilities, restrictions, governmental orders, costs, and expenses (includingreasonable legal fees, disbursements, and investigation costs) arising out ofor in connection with:

(a) The Client's breach of these Terms, any ServiceAgreement, or Applicable Law;

(b) Any inaccurate, incomplete, or misleadinginformation, representation, or warranty provided by the Client;

(d) The affairs, activities, or obligations of anyManaged Entity;

(e) Any third-party claims relating to the Client'sinstructions, activities, or omissions;

(f) Any violation of sanctions, anti-moneylaundering, or counter-terrorism financing laws;

(g) Any claim that Sanctuary's Services wereprovided in accordance with the Client's specific instructions;

(h) The use of Sanctuary's registered officeaddress or corporate services by the Client or any Managed Entity;

(i) Any regulatory compliance failures by theClient or any Managed Entity;

(j) provided that such indemnification shall notapply to losses arising solely from Sanctuary's fraud, gross negligence, orcriminal acts as finally determined by a court of competent jurisdiction.

8.6 Statutory Duties:Nothing in these Terms excludes Sanctuary's liability for statutory duties thatcannot lawfully be excluded.

8.7 Third PartyLimitation: No person other than the parties has any right to rely onSanctuary's work product or advice. The Client may not make Sanctuary's workavailable to third parties without Sanctuary's prior written permission.

8.8 Regulatory DeadlineProtection: If the Client provides all information and explanations on a timelybasis in accordance with Sanctuary's requirements, Sanctuary will plan toundertake work within a reasonable period to meet applicable regulatorydeadlines, as communicated to Sanctuary by the Client reasonably in advance. Ifthe Client fails to provide information or documentation in reasonable time tocomply with externally imposed deadlines, Sanctuary shall not be responsiblefor any administrative fines, charges or penalties imposed by relevantregulatory bodies.

9. TERMINATION

9.1 Termination byClient: Unless otherwise stated, the Client may terminate Services by givingthirty (30) days' written notice, subject to payment of all accrued fees andapplicable exit charges.

9.2 Termination bySanctuary: Sanctuary may terminate Services immediately upon written notice inthe following circumstances:

(a) Material breach by the Client that is notremedied within thirty (30) days; of notice

(b) Non-payment of fees after seven (7) days of thedue date;

(d) The Client becoming a Prohibited Person orengaging in prohibited activities;

(e) Legal, regulatory, or professional requirementspreventing continuation;

(f) Circumstances raising professional ethicsconcerns;

(g) Loss of required licences or regulatoryapprovals;

(h) Other circumstances as set out in clause 6.3;

9.3 Termination onNotice: Sanctuary may terminate Recurring Services by giving sixty (60) days'written notice at any time without giving any reason.

9.4 Post-TerminationObligations: Upon termination for any reason:

(a) All outstanding fees become immediately due andpayable;

(b) Sanctuary shall provide reasonable handoverassistance subject to payment of exit fees;

(c) Sanctuary will endeavour to agree arrangementsfor completion of work in progress, unless required for legal or regulatoryreasons to cease work immediately;

(d) Termination shall not affect any rights,remedies, obligations or liabilities that have accrued up to the date oftermination;

(e) Any provision that expressly or by implicationis intended to continue after termination shall remain in full force;

(f) Confidentiality obligations shall continueindefinitely.

(g) The Client shall provide all necessaryauthorities and documentation for the orderly transfer of responsibilities forany Managed Entities.

9.5 Upon termination ofthe Services, the Client (and any relevant Managed Entity) irrevocably appointsSanctuary as its attorney and agent for the purpose of effecting:

(a) The resignation, removal, and/or appointment ofany Director, Council Member, Authorised Signatory, or any other officeholderor role performed by Sanctuary in connection with the Services; and

(b) The execution and delivery of all necessarydocuments and instruments related to such changes.

(c) The Client irrevocably consents to Sanctuaryundertaking all acts, deeds, and things required to give full effect to suchappointments, resignations, replacements, or other changes, including but notlimited to signing documents on behalf of the Client or Managed Entity, andappearing at any government ministries, courts, banks, or other competentauthorities as may be necessary or appropriate.

(d) The Client undertakes to provide all reasonableassistance and promptly execute any documents required to formalize suchchanges and shall not impede or obstruct Sanctuary in terminating the Services.

10. RECORDS ANDINTELLECTUAL PROPERTY

10.1 Record Keeping:Sanctuary shall maintain records as required by Applicable Law and professionalstandards.

10.2 DocumentDestruction: Sanctuary may destroy files and documents after the expiry ofapplicable statutory retention periods.

10.3 IntellectualProperty: All intellectual property rights in documents, advice, and materialscreated by Sanctuary remain vested in Sanctuary, subject to a non-exclusive,non-transferable licence (which may not be sub-licensed) for the Client to usethem for lawful purposes in connection with their business affairs.

The Client grantsSanctuary a license to use Client information and materials for the provisionof Services and to comply with any applicable business, reporting, andcompliance obligations of Sanctuary. Neither party may sub-license any rightsgranted hereunder without the other party's prior written consent.

10.4 File Ownership:Client files and documents remain the property of the Client, but Sanctuary mayretain copies for compliance and professional purposes.

11. COMMUNICATIONS ANDNOTICES

11.1 Method: Allnotices shall be in writing and delivered by:

(a) Hand delivery with receipt acknowledged;

(b) Registered mail to the last known address;

(d) Secure electronic platform maintained bySanctuary.

11.2 Deemed Receipt:Notices are deemed received:

(a) Upon delivery if by hand

(b) Two (2) business days after posting if by mail

(d) Upon system confirmation if via secure platform

11.3 Change of Address:Parties must promptly notify each other of any change in contact details.

12. GENERAL PROVISIONS

12.1 Entire Agreement:These Terms, together with any Service Agreement, constitute the entireagreement between the parties and supersede all prior agreements andunderstandings.

12.2 Amendment: TheseTerms may only be varied by written agreement signed by both parties, exceptthat Sanctuary may update these Terms by posting revised terms on its websiteand providing thirty (30) days' notice to clients.

12.3 Severability: Ifany provision of these Terms is held invalid or unenforceable, the remaindershall remain in full force and effect.

12.4 Third PartyRights: No person other than the parties has any right to enforce these Terms.

12.5 Assignment: TheClient shall not assign, transfer, mortgage, charge, subcontract, delegate,declare a trust over or deal in any other manner with any of its rights andobligations arising under or in connection with these Terms without the priorwritten consent of Sanctuary.

12.6 Force Majeure:Neither party shall be liable for failure to perform due to circumstancesbeyond its reasonable control, including acts of God, governmental actions,terrorism, pandemic, or system failures.

13. GOVERNING LAW ANDJURISDICTION

13.1 Governing Law:These Terms and any disputes arising from or in connection with them shall begoverned by the laws of the Abu Dhabi Global Market.

13.2 In case of anydisputes arising under or relating to or concerning these Terms or the Servicesthe Client and Sanctuary shall resolve such disputes as follows:

(a) First, by mutual negotiation between theparties. Specifically, by senior representatives of the Client and Sanctuarymeeting to resolve such dispute, whether virtually or physically.

(b) Second, in the event mutual negotiation failsto resolve a dispute within thirty (30) calendar days of the parties firstmeeting to resolve such dispute by mutual negotiation, a party may refer thedispute for final resolution before the Abu Dhabi Global Market Courts (the“ADGM Courts”).

13.3 The parties submitto the exclusive jurisdiction of the ADGM Courts in respect of all disputes notresolved by mutual negotiation including the Small Claims Division of the ADGMCourts for claims not exceeding US$100,000.

13.4 Prior to thecommencement of proceedings before the ADGM Courts the parties consent and arehereby deemed to consent at the relevant time(s) to participating in court-annexedmediation pursuant to and in accordance with the ADGM Court Procedure Rules2016 (as amended from time to time) and the relevant practise direction(s).

For questions regardingthese Terms, please contact your relationship manager or email legal@sanctuary.ae.

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