Legal

Terms & Conditions

Revision 3 · 1 July 2026

Introduction

All capitalised terms used in this introductory section are defined below.

These Terms and Conditions, together with the Letter of Engagement, shall apply to all Services provided by Shallon (referred to as “Shallon”, “we” or “us”) to the Customer. Where a specific Letter of Engagement has been entered into by us, it shall prevail to the extent that it contradicts or conflicts directly with these Terms and Conditions.

Each Customer to which Services are being or have been provided shall be deemed to have accepted these Terms and Conditions with effect from the earlier of the date upon which these Terms and Conditions are first brought to the attention of the Customer and the commencement of the performance by us of any of the Services.

Certain members of Shallon, or persons providing Services through Shallon, are regulated by applicable professional authorities in the conduct of their business. These include The Law Society of Scotland, CCBE, New York State Bar Association, DIFC Courts, ADGM Courts, STEP and NALA.

These Terms and Conditions may be varied from time to time by publishing the varied Terms and Conditions at www.shalloncsp.com. On the basis of such publication the Customer shall be deemed to have agreed to such Terms and Conditions and all variations thereof. These Terms and Conditions supersede and replace all terms of business previously in force in relation to any of the Services. Governing law and jurisdiction are dealt with at Clause 25.

1. Definitions and interpretation

In these Terms and Conditions, the following words and phrases shall, save where the context requires otherwise, have the following meanings:

“Customer” means any instigator, controller, beneficial owner or Settlor of a Managed Entity, and any person instructing any member of Shallon or for whom Services are or are to be provided, and the beneficial owners, officers and employees of any such person, provided always that the Customer expressly excludes any Shallon Persons. The Customer shall include (in the case of an individual) the survivor or survivors of them and the heirs, personal representatives and assigns of each of them, and (in the case of a body corporate) its successors and assigns;

“Data Protection Law” means the UAE Personal Data Protection Law (Federal Decree-Law No. 45 of 2021) and its implementing regulations, together with any other data protection law applicable to the processing of Customer data, including the EU General Data Protection Regulation or the UK General Data Protection Regulation to the extent it applies to such processing;

“Managed Entity” means any company, foundation, partnership, trust or other association (whether incorporated or unincorporated), or other person or entity, in respect of which Services are requested by a Customer and subsequently provided;

“Privacy Policy” means Shallon’s privacy policy published at www.shalloncsp.com and amended from time to time. Shallon shall process Customer data in accordance with the Privacy Policy and the Data Protection Law. Where Customer data is passed to a third party or connected controller for processing, Shallon shall ensure that an appropriate data processing or controller-to-controller agreement is in place;

“Proper Instructions” means any request or instruction which is provided in writing and received by courier, post or any other means of electronic transmission (including email and facsimile) in a manner acceptable to us in our sole discretion, in respect of any matter referred to in these Terms and Conditions, which is signed (or purported to be signed) or accepted by or on behalf of the Customer. Where indicated in advance by the Customer and agreed by Shallon, Shallon may also act on instructions by telephone, which shall be deemed Proper Instructions where authenticated as agreed between the Customer and Shallon and confirmed in writing as soon as practicable thereafter;

“Regulations” means all laws, regulations, rules, requirements, codes of practice, policies, practices and guidelines applicable to the Services in the Relevant Jurisdiction, and any request or requirement of any (or any quasi) governmental, administrative, judicial or regulatory body or person;

“Relevant Jurisdiction” means the United Arab Emirates, Nevis and St Kitts, Seychelles, and (where any or all of the Services are performed or provided in another location) such additional or substitute jurisdiction as notified by Shallon to the Customer in writing for this purpose;

“Shallon” means the members of Shallon who provide the Services, or any one or more of them from time to time, including Shallon Legal FZ LLC and Shallon Trustees Limited, and their respective subsidiaries, affiliates and consultants (and their respective successors in title), as incorporated or registered in the United Arab Emirates, Nevis and St Kitts, and Seychelles. For the avoidance of doubt, Shallon includes both legal and corporate service providers acting under the Shallon Legal and Shallon CSP names;

“Shallon Appointees” means all persons provided by any member of Shallon (whether or not pursuant to a Written Engagement) to provide the Services, including acting as a director, partner, officer, trustee, council member, manager, nominee, signatory or shareholder of any Managed Entity;

“Shallon Employees” means the employees, directors, officers and consultants (as appropriate) of any member of Shallon;

“Shallon Persons” means all members of Shallon, Shallon Appointees and Shallon Employees;

“Services” means the legal, fiduciary, corporate, consultancy and administration services to be provided by, or on behalf of, any member of Shallon as specified in any Written Engagement, and any other services carried out or performed by any member of Shallon for or on behalf of, or in connection with (whether before or after its establishment) the management or administration of any Managed Entity;

“Terms and Conditions” means these terms and conditions as amended from time to time; and

“Written Engagement” means (i) any agreement in writing entered into by Shallon relating to the terms of provision of the Services (including administration, establishment, consultancy, management, nominee and custodian agreements) and (ii) any Letter of Engagement (and any attachments, including these Terms and Conditions) sent to the Customer which sets out the terms between Shallon and the Customer relating to the provision of Services. Any specific terms relating to the provision of legal services, including the identification of responsible legal professionals, shall be addressed in the applicable Written Engagement.

In these Terms and Conditions: (a) unless the context otherwise requires, the singular includes the plural and the masculine includes the feminine and the neuter and vice versa; (b) references to Clauses are to Clauses of these Terms and Conditions; (c) Clause headings are inserted for convenience only and shall not affect construction; (d) references to persons include companies, associations or bodies of persons whether corporate or unincorporated; (e) a reference to “including” or “in particular” shall be construed as being followed by the words “without limitation”; and (f) references to enactments are to such enactments as modified, re-enacted or consolidated from time to time, and include any enactment made in substitution for an enactment that is repealed.
A reference to these Terms and Conditions, or to any agreement or document referred to in them, shall be construed as a reference to such agreement or document as amended, varied, modified, supplemented, restated, novated or replaced from time to time.

2. Provision of service and general authority

Shallon will provide, or will arrange to provide, the Services.
Each Shallon Person is authorised by the Customer to do anything reasonably necessary either to perform the Services or to comply with the Regulations.
These Terms and Conditions are for the benefit of the Customer, each Managed Entity and the Shallon Persons. Except as expressly provided otherwise: (a) these Terms and Conditions shall not create or give rise to any rights in any third party; and (b) no third party shall have any right to enforce or rely on any provision of these Terms and Conditions. The application of any legislation conferring on third parties contractual or other rights in connection with these Terms and Conditions shall be expressly excluded.
The Customer warrants that: (a) it has full capacity and authority to enter into and perform its obligations under these Terms and Conditions and any Written Engagement; (b) all information and documents provided to Shallon are, to the best of its knowledge, accurate, complete and not misleading; and (c) any instructions given to Shallon Persons are properly authorised and lawful.

3. Tax and other professional advice

The Customer is responsible for taking, at its own expense, appropriate tax, legal, financial and accounting advice with regard to the establishment, use and management of each Managed Entity. Shallon Persons do not provide direct tax, investment business, legal, financial or accounting advice save where expressly agreed in a Written Engagement.
It remains the ongoing responsibility of the Customer to obtain any specialist advice required from time to time. This extends to all transactions undertaken by any Shallon Person on behalf of the Customer in respect of any Managed Entity. No Shallon Person shall incur any liability in connection with any specialist advice supplied to it, or any reliance by any Shallon Person on such advice, and the Customer indemnifies each Shallon Person against all liability relating to the Managed Entity to the extent arising from such advice. Where legal or regulated services are provided by third parties, Shallon will ensure that such persons are authorised under the applicable legal or regulatory framework of the Relevant Jurisdiction.
Shallon shall not be under any obligation (unless otherwise expressly agreed with the Customer in writing) to notify the Customer of any matter, including any change in law, policy or facts, which may affect any information, advice or opinion provided by or on behalf of the Customer to Shallon.
Legal services shall only be provided by individuals authorised to practise law in the relevant jurisdiction. Shallon ensures that all legal work is performed under the supervision or responsibility of such authorised persons.

4. Remuneration and expenses

Shallon shall be entitled to remuneration for the provision of the Services (including under Clause 18 (Termination of Services)) in accordance with the fee arrangements set out in any Written Engagement.
Each Shallon Person shall be entitled to be reimbursed for all disbursements and expenses reasonably incurred by it in connection with the Services to the Managed Entity.
In respect of foreign exchange transactions handled by Shallon, Shallon shall be entitled to apply a reasonable charge on outward payments and a service fee of up to 2.0 per cent on the value of such transactions.
All invoices issued by Shallon shall be deemed accepted by the Customer unless disputed in writing within 7 days of the invoice date, such objection to be notified in accordance with Clause 21 (Notices).
All monies payable to Shallon in connection with the Services shall be paid within 14 days of issue of the relevant invoice, and Shallon may deduct any unpaid sum from the assets of the relevant Managed Entity under its administration upon giving the Customer 7 days’ prior notice, even where the Managed Entity requires the liquidation of illiquid assets to settle the unpaid sum.
The Customer undertakes to pay all fees, taxes and disbursements payable upon request by Shallon in respect of the Services. Where payment is made in a currency other than that invoiced, Shallon shall apply the prevailing mid-market exchange rate published by a reputable public source on the date of receipt.
The Customer waives any right to require that any Shallon Person first seek recourse against or exhaust the assets of any person, or join any other person to any proceedings, before pursuing the Customer under any guarantee, indemnity or other provision in these Terms and Conditions or any Written Engagement.
Where a Written Engagement provides for Services to be charged at Shallon’s prevailing hourly rates, Shallon reserves the right to vary those rates. Details of the hourly rates shall be made available to the Customer on request.
Upon termination of all of the Services, Clause 18 (Termination of Services) shall apply in respect of any refund of fees. Shallon shall not be required to commence work, incur expenses or instruct third parties unless and until cleared funds are received in full, including any applicable card payment or gateway fees.
Where the Customer elects to pay fees using a payment card or electronic gateway, Clause 24 applies. In the event of any inconsistency between this Clause 4 and Clause 24, Clause 24 shall prevail.
Where Services are provided under a retainer arrangement, Shallon shall notify the Customer in writing of any change to the retainer fees or scope of work no less than 14 days in advance, unless otherwise agreed in the applicable Written Engagement.

5. Customer’s obligations and undertakings

To the extent that the Customer has capacity to do so, the Customer shall ensure that each Managed Entity is kept in funds sufficient to allow it to meet in full all sums payable to Shallon Persons and to meet its other liabilities as and when they fall due.
Where the Customer is more than one person: (a) each such person appoints the other to act as its agent to exercise full authority in connection with the Services on its behalf; and (b) all obligations of the Customer shall be joint and several.
The Customer undertakes and warrants that all assets introduced or to be introduced to the Managed Entity have been lawfully introduced and are not derived from or connected with any illegal activity or subject to debt, security or legal action.
To the extent that the Customer has capacity to do so, the Customer undertakes and agrees in relation to each Managed Entity:
that the Managed Entity will not be engaged, directly or indirectly, in any unlawful activity or used for any unlawful purpose;
that instructions provided to Shallon Persons shall not require or involve any unlawful act or contain any falsehood, and that all information and documentation provided will be complete, accurate and not misleading;
that the Managed Entity will not undertake any activity requiring a licence, consent or approval without first obtaining it, or in breach of any condition of such licence, consent or approval;
that the Managed Entity shall comply with all Regulations in all Relevant Jurisdictions;
where the Customer is an individual, to promptly upon request provide to Shallon its tax identification number and such information regarding its tax status as Shallon may require to comply with applicable tax information-reporting obligations, including the Common Reporting Standard and FATCA;
to keep Shallon adequately informed of all business transacted in the name of or for the account of each Managed Entity, and to ensure that each Managed Entity is run in a proper and businesslike manner;
to ensure that all information and documentation supplied to Shallon Persons is current and accurate, and to inform Shallon as soon as practicable of any material changes;
to promptly provide such information and documentation as Shallon may request from time to time in order to comply with the Regulations (including know-your-customer requirements) or to provide the Services;
as soon as practicable after becoming aware of them, and to the extent permitted by applicable Regulations, to notify Shallon of any event which in the Customer’s reasonable opinion will have a material effect on the Managed Entity, its assets or activities, or on Shallon’s willingness to continue to provide the Services (including any insolvency, inability to pay debts, compromise with creditors, liquidation, winding up, dissolution, or the appointment of any administrator or receiver), and of any actual or threatened proceedings or investigation in any jurisdiction that will have such an effect;
where the Services include the provision of Shallon Appointees, not to take any action, enter into any agreement, give any undertaking, make any representation or incur any liability on behalf of the Managed Entity without the prior consent of Shallon;
to notify Shallon in writing at least 30 days (or such shorter period as Shallon agrees) before alienating, assigning, selling, pledging or otherwise disposing of or encumbering any part of a Managed Entity or the Customer’s interest in it, or consenting to or permitting any of those things;
not to use the logo, name, address, email, website, telephone or facsimile numbers of any Shallon Person, or allow the same to appear in any communication or document connected with the Managed Entity, other than in the ordinary course of business, without Shallon’s written consent;
that any action taken or not taken by the Customer or any third party shall be proper and lawful and shall not prejudice any Shallon Person; and
not, without the prior written consent of Shallon, to solicit or attempt to solicit the employment of any Shallon Appointees or Shallon Employees involved in performing the Services, whilst the Services are being performed or for a period of one year following their completion or termination.

6. Instructions and actions

The Customer acknowledges that Shallon Persons will exercise independent discretion on any relevant matter in accordance with the Regulations and the constitutional documents of each relevant Managed Entity.
Subject to these Terms and Conditions, Shallon undertakes to use reasonable endeavours to deal with and act upon Proper Instructions in a reasonably timely manner.
Shallon may act upon Proper Instructions given or purportedly given by any person it reasonably believes to be authorised to give such instructions on behalf of the Customer or a Managed Entity, and is not obliged to verify the identity of any person purporting to be so authorised.
Shallon may refuse to take any action, or may take such action in good faith as in its sole discretion and reasonable view may prevent or mitigate a situation arising, where the action or instruction: (a) may contravene any Regulations or conflict with any fiduciary or other duty owed by any Shallon Person or Managed Entity; (b) may cause any Shallon Person to be liable for the payment of money or in any other way, unless it is indemnified to its reasonable satisfaction in advance; or (c) could result in damage to the reputation or good standing of any Shallon Person, in which case Shallon shall, to the extent permitted by applicable Regulations, inform the Customer as soon as reasonably practicable in accordance with Clause 21 (Notices).
Shallon Persons may refuse to comply with any instruction provided by telephone or electronic transmission which they determine, in their sole discretion, does not satisfy the authentication or confirmation procedures agreed with the Customer, and may refuse to act where they have a reasonable suspicion that any communication or document is fraudulent or that the person giving it is not duly authorised.
Shallon Persons may take any of the actions in Clause 6.7 where: (a) any demand is made against a Managed Entity for payment of any sum due, including any taxes, duties, fees or other governmental impositions, and such payment has not yet been made; or (b) any Shallon Person requires instructions and has been unable to obtain them within a reasonable time.
In the events described in Clause 6.6, and provided that Shallon has first given notice to the Customer and the Customer has not taken the action specified within the period stated, any Shallon Person may: (a) take no further action on a particular matter; (b) take no further action in relation to the Customer or any Managed Entity; or (c) utilise any assets of any Managed Entity in or towards satisfaction of any such demand, even where detrimental to the interests of the Customer.
No Shallon Person shall be liable in respect of: (a) its failure to comply with any instruction which is not in writing or which it considers unclear, contradictory, incomplete, ambiguous or erroneous; (b) the non-receipt of any instruction or communication; (c) the lack of authority of any person purportedly giving instructions; or (d) any action or inaction in accordance with these Terms and Conditions, including Clauses 6.4, 6.5, 6.7 and 6.10.
The failure to provide any authentication or confirmation shall not invalidate any Proper Instructions or other instructions, and Shallon Persons may act on such instructions without enquiry.
Shallon may take any steps it thinks fit to protect any business or assets of the Managed Entity and to engage such advisers as it considers appropriate, and any reasonable expenses incurred shall be borne by the Managed Entity.
To ensure that Shallon can carry out the Customer’s instructions accurately, to improve its service and in the interests of security, Shallon may monitor and record communications, including telephone calls, and the Customer expressly consents to such monitoring and recording. Shallon’s recordings shall remain Shallon’s sole property, and Shallon shall retain the data in accordance with the Privacy Policy. Shallon may deliver copies or transcripts of such recordings to any court, tribunal, arbitrator or regulatory authority of competent jurisdiction as it sees fit.

7. Conflicts of interest

If Shallon becomes aware of a material conflict of interest or duty which affects the interests of the Customer or any Managed Entity, Shallon shall consider how to manage the conflict to the extent it considers appropriate, and shall notify the Customer or put in place procedures in relation to confidentiality and independence of advice.
Shallon shall be entitled to cause any Managed Entity to engage any appropriate Shallon Person to perform Services on the same terms as are usual between such Shallon Person and its customers.
Where any benefit is directly received by Shallon in respect of any purchase or sale of investments, any Shallon Person acting for any entity whose interests are comprised in the assets of a Managed Entity, any arrangement entered into on behalf of a Managed Entity, or the provision of any other services to a Managed Entity, Shallon will pay such benefit (less any agreed fees and expenses reasonably incurred) to the relevant Managed Entity.
Unless otherwise agreed with the Customer in writing, no Shallon Person is precluded from acting in any transaction or for any other person with which the Customer is associated in any way.
No Shallon Person shall be obliged to disclose to the Customer, or take into consideration, any fact or information: (a) if this would or might breach any duty of confidence to any other person; (b) which comes to the attention of the Shallon Person but not to the actual attention of any principal contact dealing with the Customer; or (c) if such disclosure would be contrary to any applicable Regulations.

8. Confidentiality

Shallon will treat all information which the Customer provides and identifies as confidential (or which by its nature would reasonably be expected to be confidential) as private and confidential, and will only disclose it: (a) where required or requested by any court of competent jurisdiction or any competent judicial, governmental, supervisory or regulatory body; (b) where there is a duty to disclose under a legal obligation of the Managed Entity; (c) where necessary to perform a Shallon Person’s regulatory or legal obligations; (d) to the bankers, auditors, accountants and legal advisers of the Customer or any relevant Managed Entity; (e) where, with the consent of the Customer (not to be unreasonably withheld), a Shallon Person has engaged a third party service provider or agent and considers disclosure necessary to enable that provider to perform its obligations, subject to appropriate confidentiality provisions; (f) at the Customer’s request or with the Customer’s consent; (g) in accordance with the Privacy Policy and, where necessary, Clause 23 (Use of Artificial Intelligence); or (h) where Shallon uses secure third-party tools, systems or service providers (including cloud-based or artificial-intelligence platforms), provided that Shallon takes reasonable steps to ensure such providers are subject to confidentiality and data-protection obligations consistent with the Privacy Policy and the Data Protection Law.
Shallon Persons may disclose information held about the Customer and any Managed Entity to other Shallon Persons, and the Customer provides express consent for such data to be processed in accordance with the Privacy Policy.
The Customer will treat all information concerning a Shallon Person that is not in the public domain as private and confidential, and will only disclose it: (a) where required or requested by any court of competent jurisdiction or any competent body; (b) at Shallon’s request or with Shallon’s consent; or (c) in accordance with the Privacy Policy.
The provisions of this Clause shall remain in full force notwithstanding any termination of the Services or these Terms and Conditions ceasing to apply.

9. Intellectual property

All correspondence, files and records (other than statutory records), and all information and data held by any Shallon Person on any computer system, are the sole property of Shallon for its sole use, and neither the Customer nor any Managed Entity shall have any right of access thereto or control thereover. This Clause shall not prejudice any proprietary right which the Customer or Managed Entity may have in respect of information or data supplied to Shallon for the performance of the Services, or any right of any person under applicable laws or regulations. Such information shall be stored and processed in accordance with the Privacy Policy.

10. Data protection

The Customer expressly agrees that Shallon Persons may hold and process, electronically, manually or otherwise, any information (including personal data and sensitive personal data) held about the Customer (“Information”) in order to verify the Customer’s identity, provide the Services, carry out statistical, operational and other analysis, and for business-development purposes, in each case in accordance with the Privacy Policy and the Data Protection Law.
The Customer agrees that Shallon Persons may transfer or grant access to Information held about the Customer or any Managed Entity to their approved agents and delegates for the purposes of such processing, and may disclose it on a confidential basis to a prospective assignee or transferee of Shallon in accordance with Clause 19 (Assignment), provided that such processing or assignment is at all times in accordance with the Privacy Policy and the Data Protection Law.
Information may be transferred outside the United Arab Emirates only in accordance with the Data Protection Law, including where the destination provides an adequate level of protection or appropriate safeguards are in place. Shallon shall ensure that the recipient of such Information observes duties of confidentiality equivalent to those Shallon owes to the Customer under these Terms and Conditions. Details of relevant organisations and countries to which Information may be transferred will be provided on request.
The Data Protection Law provides individuals with rights in respect of their personal data, including rights of access and rectification, as further described in the Privacy Policy. Details of the data controllers within Shallon are available on request. The Customer acknowledges that Shallon may process data using secure third-party or cloud-based systems, including artificial-intelligence tools, as further described in Clause 23, subject to appropriate safeguards consistent with the Privacy Policy and the Data Protection Law.

11. Safe custody and document retention

Shallon will keep such deeds and other documents as it considers appropriate, or as the Customer instructs in writing, in its safe custody facilities, which are provided in accordance with the Relevant Jurisdiction’s regulatory laws. Such documentation shall be retained subject to the Privacy Policy.
In the absence of gross negligence, Shallon accepts no responsibility for any deeds or documents held in safe custody that are damaged or lost as a result of theft, fire or water damage. Shallon does not accept items of value such as bearer certificates or jewellery into its safe custody facilities.
Following the termination of the Services, and subject to applicable Regulations, Shallon has the right (but shall not be under an obligation) to: (a) retain for any period, deliver to the Customer, or destroy at any time any originals or copies of any information or documents belonging to the Customer; and (b) make copies of any such information or documents, which copies shall belong to Shallon.

12. Customer and Managed Entity money

Money belonging to the Customer or any Managed Entity shall be set aside at all times from Shallon’s own funds.
To the extent that tax is deducted from any amounts paid or received by a Managed Entity, Shallon may (but shall not be obliged to) account to the tax authorities for tax deducted. The Customer (including each Managed Entity) is responsible for seeking its own tax advice in this regard.
On receipt of monies, any Shallon Person may require to be satisfied as to the source of those funds, and shall require source of funds for all sums and assets received. If it has any doubt as to the source of funds or assets, Shallon Persons may: (a) carry out advanced due diligence to verify the source of funds or assets; (b) refuse to receive, or return, the monies; or (c) where bound by law, notify the relevant authorities.
The Customer and each Managed Entity will not request any Shallon Person to take or refrain from taking any action in relation to monies, assets or documents which could, in the sole opinion of Shallon, result in a contravention of any Regulations. No Shallon Person shall be responsible for complying with any reporting requirements outside any Relevant Jurisdiction in relation to interest earned on monies held in any account of the Customer or any Managed Entity.

13. Delegation

Without prejudice to Clause 7.2, Shallon may, with the consent of the Customer (not to be unreasonably withheld), appoint at the expense of the Managed Entity any agents or other delegates to perform, in whole or in part, any of its duties.
Shallon Persons shall not be liable for any loss arising from a delegation made pursuant to Clause 13.1, provided that the selection of the delegate was reasonable or made in good faith and without gross negligence.

14. Liability and indemnification of Shallon Persons

For the purposes of this Clause, Shallon Persons include the Managing Partner and the Chief Executive Officer. Subject to Clause 14.2, Shallon Persons shall not be liable for (and the Customer provides full indemnity against, renounces all rights to, and undertakes to refrain from making any claim against any Shallon Person to recover) any damage, cost, charge, expense, loss or liability which the Customer or any other person may suffer or incur by reason of or arising out of: (a) the carrying out or default in carrying out of the Services (or any other obligations under these Terms and Conditions or any Written Engagement), except to the extent arising directly from the fraud, wilful misconduct or gross negligence of a Shallon Person; (b) any failure or delay in performance arising out of circumstances beyond its reasonable control (including acts of God, civil or military disturbance, war, terrorism, natural disaster, act of government, accident, labour dispute, or power, telecommunications or computer failure); (c) the exercise by it of any right or discretion in these Terms and Conditions or any Written Engagement; or (d) any indirect or consequential economic loss or damage, whether or not foreseeable.
Nothing in this Clause shall exclude or limit any liability which cannot lawfully be excluded, including any liability arising from fraud, or any liability which cannot be excluded under the professional or ethical obligations applicable to authorised legal service providers in the Relevant Jurisdiction.
Except in the case of any liability which cannot lawfully be excluded or limited, or which arises as a result of fraud on the part of Shallon, the total aggregate liability of all Shallon Persons (including their agents and delegates) in connection with the Services shall be limited to the total fees paid to Shallon for the Services in respect of the annual period in which the event giving rise to the liability occurred.
The Customer undertakes, to the greatest extent permitted by law, to indemnify and keep indemnified each Shallon Person against all losses, actions, suits, proceedings, claims, demands, damages, costs and expenses (including reasonable legal and professional fees) and liabilities which may arise or be incurred by any Shallon Person in any jurisdiction (whether or not any claim is successful, compromised or settled) by any other person, in connection with: (a) any Managed Entity; (b) the provision of any Services by any Shallon Person; (c) any communication from the Customer or any Managed Entity; or (d) any breach by the Customer or any Managed Entity of its obligations under these Terms and Conditions or any Written Engagement. This indemnity shall not extend to any claim or loss to the extent attributable to the fraud, wilful default or gross negligence of a Shallon Person.
The Customer’s release, undertaking and indemnity in this Clause shall extend to each Shallon Person’s agents and delegates as if they were named, and Shallon shall hold the benefit of the same on trust for those agents and delegates and their successors and assigns.
The provisions of this Clause are without prejudice to any other limitation of liability or indemnity in favour of any Shallon Person, and shall remain in full force notwithstanding the termination of all or any part of the Services, these Terms and Conditions, or any Written Engagement.
Nothing in this Clause shall restrict the general obligation at law on Shallon and the Customer to mitigate any loss they may suffer or incur.

15. Valuation and calculation

Where any Shallon Person makes any calculation (including any valuation) in connection with the Services or any Managed Entity: (a) it shall be entitled, at the expense of the Customer, to use and rely without enquiry on any pricing or other services of one or more third parties; and (b) where the Customer has notified Shallon in writing that a particular pricing service is not to be used, Shallon shall not use it.
Where Shallon is required to value any asset not listed or quoted on a recognised market, the value shall be determined by a professional person nominated by the Customer or chosen by Shallon, at the expense of the Customer, and Shallon Persons shall be entitled to rely on it without enquiry. Shallon shall not be liable for any loss where advice provided by any third party has been relied upon.

16. Identity information and verification

Shallon is required by law to operate anti-money laundering and other checks in respect of all aspects of the provision of the Services. The time at which such information is required, and the form in which it is delivered, shall be determined by Shallon in its absolute discretion. If Shallon is not provided with information it requests to meet such obligations, Shallon may suspend or terminate the provision of the Services with immediate effect and without liability for any direct or indirect loss caused.
By providing such information, each Managed Entity and the Customer will be taken to have expressly consented to the onward disclosure of such information to such third parties as Shallon reasonably considers required in connection with the Services or necessary for the proper performance of its obligations under any applicable law or regulation, provided that such disclosure or processing is in accordance with the Privacy Policy and the Data Protection Law.
Information and documentation provided to any Shallon Person may be subject to disclosure and production pursuant to orders of any court of competent jurisdiction or any competent judicial, governmental or regulatory body.

17. Written Letters of Engagement

Where Shallon and the Customer enter into a Written Engagement relating to the Services which does not expressly replace these Terms and Conditions in their entirety, the terms of the Written Engagement shall prevail to the extent of any conflict.
Where these Terms and Conditions have applied for any period and Shallon and the Customer subsequently enter into a Written Engagement which expressly replaces them in their entirety, these Terms and Conditions shall cease to apply from the effective date of that Written Engagement, without prejudice to any accrued right or obligation.

18. Termination of services

Shallon may terminate the provision of the Services at any time in respect of any Managed Entity: (a) upon giving one month’s written notice to the Managed Entity and, where appropriate, the Customer; or (b) immediately upon written notice if, in the sole opinion of Shallon, any of the following applies: the Customer or Managed Entity is or is liable to be declared insolvent or subject to any equivalent procedure in any jurisdiction; the Customer or Managed Entity is or is believed to be in material breach of these Terms and Conditions or any Written Engagement; there has been a change in ownership such that there is a new Customer and no Written Engagement has been put in place; the Customer or Managed Entity (or any of its officers or employees not provided by Shallon) has been charged with any criminal offence involving dishonesty or is or has been the subject of any criminal, judicial or regulatory investigation in any jurisdiction; there has been a failure to supply customer due diligence material required by Shallon, or such material is deemed by Shallon to be deliberately or recklessly false or misleading; any activity of the Managed Entity is no longer consistent with the activities contemplated in any Written Engagement; or any fees, taxes and disbursements have remained outstanding for more than 60 days after the invoice date.
The Customer or the Managed Entity may terminate the appointment of Shallon immediately upon written notice if Shallon is in material breach of these Terms and Conditions and any Written Engagement, or otherwise on giving not less than three months’ written notice.
The appointment of Shallon shall terminate automatically and with immediate effect if Shallon ceases to hold any required regulatory consent or approval.
Upon termination for any reason, the Managed Entity and the Customer shall immediately provide details of the new service provider required to maintain the Managed Entity in good standing, and an address to which Shallon may transfer all documents belonging to the Managed Entity. For this purpose, documents, deeds and assets do not include Shallon’s internal communications, legally privileged communications, or documents reasonably considered to be Shallon’s intellectual property.
If details of the new service provider are not provided by the date on which termination takes effect, Shallon reserves the right to withdraw the Services without appointing a replacement, and to arrange the resignation of any Shallon Appointees without successors (unless applicable laws prevent such unilateral withdrawal), and may transfer any shares or interests held by any Shallon Person or nominee into the name of the Customer or its nominated beneficial owner.
Upon termination, Shallon shall be entitled to: (a) charge, at its usual rates, for all time spent and disbursements incurred (whether before or after termination) in connection with the transfer of administration or closure of the Managed Entity, in accordance with Appendix D; (b) make such retentions and receive such indemnities as it may require in respect of any actual or contingent liability; (c) retain any documents, sums or assets until all fees, expenses, disbursements or liabilities due are discharged; (d) retain any fees paid in advance relating to a period after termination takes effect; and (e) require that a full discharge (including indemnity) is executed by the Managed Entity or Customer, and may withhold the issue of any documents or the facilitation of distributions where relating to transfer of agency, termination of services or closure of a structure.

19. Assignment

A Shallon Person may assign or transfer the whole or any part of its rights and benefits under any Written Engagement or these Terms and Conditions to another Shallon Person, but may only assign to an entity which is not a Shallon Person with the consent of the Customer (not to be unreasonably withheld). For the purpose of any such assignment, a Shallon Person may disclose information about the Customer and any Managed Entity to any prospective assignee or transferee, provided that Shallon uses reasonable endeavours to procure that the prospective assignee or transferee is placed under an obligation of non-disclosure equivalent to that in Clause 8 (Confidentiality).
The Customer shall not, without the consent of Shallon (not to be unreasonably withheld), assign or transfer all or any part of its rights, benefits or obligations under any Written Engagement or these Terms and Conditions.

20. Severability

If at any time one or more of the provisions of these Terms and Conditions or any Written Engagement becomes invalid, illegal or unenforceable in any respect, that provision shall be severed from the remainder, and the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

21. Notices

All notices and instructions to be given by the Customer to any Shallon Person in connection with the Services shall be given by Proper Instructions.
Any notice required to be given under these Terms and Conditions or any Written Engagement shall be in writing and addressed to the party concerned at the address, facsimile number or email address notified for the purpose, failing which the registered office or last known usual address of that party.
Any notice: (a) delivered personally shall be deemed served at the time of delivery; (b) sent by ordinary post shall be deemed served 72 hours after posting; (c) sent by facsimile or email shall be deemed served at the time of despatch, provided that a notice received other than during normal business hours on a normal business day shall be deemed served when Shallon reopens for business in the Relevant Jurisdiction; and (d) sent by commercial courier shall be deemed served on the date and at the time of signature of the courier’s delivery receipt.
The provisions of this Clause shall not apply to the service of any document relating to legal proceedings before a court or tribunal.

22. Complaints

If the Customer is not satisfied with the Services, it should in the first instance write to Shallon detailing its complaint, which will then be investigated.
If, after this, the Customer remains dissatisfied, a further complaint may be made to the applicable regulatory body in any Relevant Jurisdiction, the details of which are available on request.

23. Use of artificial intelligence

Shallon may use artificial-intelligence tools and large language models in the drafting, review or administration of documents and communications as part of the Services. Any use of such tools is subject to oversight by appropriately qualified Shallon Persons and shall not replace professional judgment or responsibility.
Artificial-intelligence tools may process Customer data in accordance with their own frameworks, and Shallon shall take commercially reasonable steps to ensure that any Customer data processed by such tools complies with the Data Protection Law and the Privacy Policy.
By accepting these Terms and Conditions, the Customer acknowledges and consents to the use of artificial intelligence in the provision of the Services, including for document preparation, summarisation and information retrieval. Shallon shall not be liable for any inaccuracy or omission arising from artificial-intelligence output, except to the extent caused by the gross negligence or wilful misconduct of a Shallon Person.

24. Payment by card and payment gateway fees

Where the Customer elects to make payment by debit or credit card or any other online payment method through a payment gateway, Shallon shall not be required to commence work, incur any disbursement or allocate resources until full cleared funds are received and reflected in Shallon’s designated account.
Card payments made via an online payment gateway may be subject to additional fees charged by the payment gateway provider. Such fees shall be borne entirely by the Customer and shall not be absorbed or deducted by Shallon from amounts payable.
In the event that only a partial payment is received after deduction of gateway or intermediary fees, the Customer remains liable for the shortfall, and Shallon may treat such shortfall as an unpaid balance.

25. Governing law and dispute resolution

These Terms and Conditions, and any dispute or claim (including non-contractual claims) arising out of or in connection with them, their subject matter or formation, shall be governed by and construed in accordance with the laws of the United Arab Emirates as applied in the Emirate of Dubai.
The parties submit to the exclusive jurisdiction of the courts of the Dubai International Financial Centre (DIFC), save that Shallon may, at its sole discretion, elect to resolve any dispute by arbitration in Dubai under the Rules of the Dubai International Arbitration Centre (DIAC), which are deemed incorporated by reference. The language of the arbitration shall be English, the tribunal shall consist of one arbitrator, and the seat and place of arbitration shall be Dubai.
Nothing in this Clause shall prevent Shallon from seeking injunctive or interim relief in any jurisdiction where the Customer or its assets are located.
Where the Services are provided by Shallon Trustees Limited, the governing law and jurisdiction applicable to those Services shall be as set out in the relevant Written Engagement, failing which the laws and courts of Saint Christopher and Nevis.

Appendix A: hourly charge rates

The undernoted charges shall apply to all work outside the scope of work detailed in the Written Engagement, and to any time expended under Clause 18, including account closure, Customer disengagement, data transfer and correspondence with third parties. Shallon reserves the right to review and amend these rates on an annual basis, notified to the Customer or published at www.shalloncsp.com.

Seniority

Hourly charge (USD)

Partner / Director

700

Associate Director

565

Manager

425

Senior Administrator

295

Administrator

245

Junior Administrator

160

Appendix B: establishment fees within an administered structure

The following standard charges apply to the incorporation of new entities within a structure administered by Shallon, and include incorporation, the certificate of incorporation, and standard constitutional documents (such as bylaws, articles, a trust deed or a foundation charter). Any additions, including customised documentation, structuring advice or regulatory liaison, shall be charged separately. Establishment fees exclude first-year administration, accounting and audit fees, which are chargeable in addition. The first-year administration fee is pro-rated from the date of establishment until 31 December of the same calendar year. Visa allocations for UAE entities are excluded and billed separately.

Type of entity

Standard minimum fee (excluding outlays, USD)

DIFC Trust

10,000

DIFC Foundation

14,000

DIFC Company

10,000

ADGM Foundation

14,000

ADGM Company

8,000

RAK ICC Foundation

10,000

RAK ICC Holding Company

6,000

UAE Free Zone Company

3,000

Appendix C: annual accounting and audit fees

The following minimum fees apply to annual financial reporting services for entities under administration, and may increase depending on the size, complexity, jurisdiction or nature of the underlying assets or activities. They apply to entities with no or minimal transactions during the relevant financial period. Entities conducting active business, holding investments, or requiring IFRS or jurisdiction-specific accounting may attract higher fees. These fees do not include bookkeeping, VAT returns, economic substance notifications or filings, financial controller support, or liaison with third-party auditors unless agreed in advance.

Service

Fee (USD)

Account preparation fee (dormant company)

800

Audit fee

1,500

Appendix D: termination of service fees

This Appendix applies where the Customer requests the termination of Services (in whole or in part); Shallon elects, in its sole discretion, to retire as trustee, registered agent or corporate service provider; or Shallon deems continued engagement to be inappropriate due to non-cooperation, reputational risk or regulatory concern.

In such cases: (a) a minimum fee of USD 5,000 shall apply to the closure of any trust, foundation or corporate entity; (b) this fee may be increased where the structure includes underlying subsidiaries, holds complex or multi-jurisdictional assets, or where final accounts, tax clearance, legal notices or protracted third-party correspondence are required; (c) Shallon shall also charge time-based fees at the prevailing hourly rates in Appendix A or the relevant Written Engagement, whichever results in the higher aggregate fee; and (d) termination is conditional upon payment of all outstanding fees and disbursements, provision of a full written discharge and indemnity in favour of all Shallon Persons, settlement of third-party liabilities, and agreement to transfer all relevant records. This Appendix supplements Clause 18.

Appendix E: third-party payments, disbursements and related fees

The Customer shall be solely responsible for all disbursements, government charges, regulatory fees, third-party agent costs, translation expenses, courier charges, notarial and legalisation fees, and any other expenses incurred by Shallon or its agents in connection with the Services, whether in the UAE or internationally.

The Customer expressly authorises Shallon to pay any such disbursements on its behalf and to recover such amounts from the Customer or any Managed Entity without further consent or notice. Disbursements may be settled by Shallon directly or via third-party agents, and may include registration or renewal fees for companies, trusts, foundations or licences; visa or immigration-related charges; third-party adviser or consultant fees; and banking, audit or accounting outlays.

Shallon shall not be liable for any failure or delay by a third party in processing a disbursement or refund, for changes in exchange rates or bank processing times, or for any surcharge, interest or penalty arising due to the Customer’s delay or failure to pre-fund expected disbursements. Shallon reserves the right to request payment in advance for anticipated disbursements, to suspend or decline any action if disbursement funding is not received in full, and to apply any available Customer or Managed Entity funds under its control toward recovery of disbursements incurred, with priority over other unpaid fees. Refunds of disbursements from third parties will only be passed to the Customer once Shallon has received cleared funds and verified the entitlement, less any administrative or transfer costs incurred.