Terms of Business

Cosmos is a trading name of Sirius Consulting FZCO, a free zone company established in the United Arab Emirates with trade licence number 43190 and registered office at The Bureau, Opera Grand, Downtown, Dubai, United Arab Emirates. Contact: contact@cosmos.global. Data protection: privacy@cosmos.global.

These Terms of Business are also referred to in our other policies as our Master Services Agreement.

Your agreement with us is made up of the following, which are read together. Where they conflict, the earlier in this list prevails, except that the Data Processing Addendum prevails on the processing of personal data:

1. The Engagement Letter: the service-specific letter, proposal or order confirmation we issue to you, setting out the Services and the Fees.
2. These Terms of Business (also called the Master Services Agreement): the master terms that apply to every engagement.
3. Any Schedule or service-specific rider agreed between us.
4. The Data Processing Addendum: applies where we process personal data on your behalf: cosmos.global/legal/data.
5. The Privacy Policy: how we handle personal data and cookies: cosmos.global/legal/privacy.
6. The Legal & Compliance page: our anti-bribery and complaints procedures: cosmos.global/legal/compliance.

Our Website Terms of Use (cosmos.global/legal/terms) separately govern your use of our website and onboarding flow.

1.1 Defined terms have the meaning given in the Definitions at the end of these Terms. "Cosmos", "we", "us" and "our" mean Sirius Consulting FZCO trading as Cosmos. "You", "your" and the "Client" mean the person or entity that engages us and, where relevant, each person for whom that person acts.

1.2 These Terms, the Engagement Letter and any Schedules together form the Agreement. The order of priority is set out above under "How our agreement fits together".

1.3 Headings are for convenience only. References to a statute, regulation or regulator include any successor and any subordinate legislation, and to a person include a body corporate, partnership, trust, foundation, fund, unincorporated body and government authority. "Including", "in particular" and "for example" are illustrative and do not limit what precedes them. The singular includes the plural and vice versa. "Writing" includes email and electronic acceptance. "Business Day" means a day (other than a Friday, Saturday, Sunday or public holiday) on which banks are generally open for business in the United Arab Emirates.

1.4 These Terms apply to the Agreement to the exclusion of any terms the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. No conduct by us is a waiver of this clause.

2.1 We provide the Services as principal. Sirius Consulting FZCO is the entity you contract with and the only entity responsible to you under the Agreement.

2.2 We provide services in and from a number of jurisdictions. Where any Service is a regulated activity in a particular jurisdiction, it will be provided only by a person appropriately licensed or authorised to provide it, and may be subject to additional terms required by the relevant regulator. Nothing in the Agreement requires us to carry on any activity for which we are not licensed.

2.3 We may perform the Services ourselves or through our affiliates, correspondents, agents and sub-contractors, as set out in clause 13. We remain responsible to you for the Services in accordance with these Terms, and using an affiliate or sub-contractor does not create any additional contract between you and that person.

2.4 Our affiliates, correspondents, agents and sub-contractors, and each of our and their respective directors, officers, employees, consultants and personnel (together, the Protected Persons), may rely on and enforce every provision of the Agreement that benefits or protects them (including clauses 14 to 20 and clause 30), subject to clause 30.

3.1 An Engagement begins on the earliest of: you accepting a proposal or Engagement Letter; you signing or electronically accepting an order confirmation; or you instructing us to proceed and us beginning work (the Effective Date). Beginning or continuing to give us instructions after receiving these Terms constitutes acceptance of them.

3.2 These Terms are incorporated into every Engagement, including each future and additional Engagement, without needing to be signed again. We may issue a separate or updated Engagement Letter for further Services.

3.3 We are not obliged to accept any instruction or to provide any Service, and we may decline or cease to act where we are permitted to do so under the Agreement or required to do so by law, regulation or our internal risk and compliance policies. We are not obliged to begin work until our client due diligence is complete and any required payment or funds on account have been received in cleared funds.

3.4 Estimated timelines, dates and turnaround times are indicative only and are not conditions of the Agreement. Time is not of the essence in relation to our performance. Time is of the essence in relation to your payment obligations.

4.1 We will provide the services described in the Engagement Letter (the Services) with reasonable skill and care. Across our practice areas the Services may include: company formation and corporate services; the provision of directors, nominees and other fiduciary services; accounting, bookkeeping, management reporting and tax compliance; the preparation of certain legal and commercial documents; regulatory and compliance support; immigration, visa, residency and payroll services; and advisory, structuring and market-entry work. The Services for each Engagement are only those set out in the Engagement Letter.

4.2 The Services are limited to those expressly agreed. We give no advice or assurance on, and accept no responsibility for, any matter outside the agreed scope. We are under no obligation to update, and accept no liability for not updating, any Deliverable for events, or changes in law, regulation or practice, occurring after it is delivered.

4.3 Any change to the Services (Additional Services) must be agreed in writing (which may be by email or a revised Engagement Letter) and is charged in accordance with clause 11. We are not obliged to perform Additional Services until agreed. Where you ask us to expedite or prioritise work, or to carry out work outside normal business hours, we may charge additional or urgent-work fees.

4.4 Deliverables are prepared solely for the Client and for the purpose stated in the Engagement Letter. They may not be relied upon by any other person, or used for any other purpose, without our prior written consent, and we accept no responsibility to any person other than the Client (see clause 18.8).

5.1 The following limitations apply according to the type of Service, in addition to the rest of the Agreement.

5.2 Company formation and corporate services. Formation, registration, licensing, registered office, registered agent, company secretarial, mail-handling, statutory registers and administrative services are corporate and administrative in nature. Registration, licensing, renewal and similar outcomes depend on the relevant registry, authority or free zone, whose decisions, requirements, timescales and fees are outside our control and which may change. We do not advise on the commercial or tax suitability of any structure unless expressly engaged to do so. You remain responsible for the company's compliance with its obligations, including filing, renewal, economic substance, beneficial ownership and record-keeping obligations, except to the extent we are expressly engaged to attend to them.

5.3 Directors, nominees and fiduciary services. Where we provide a director, officer, nominee shareholder, authorised signatory, trustee, foundation council member or similar (a Fiduciary Appointment): (a) we or our appointee act only within the law and our policies, and may decline any instruction that we consider unlawful, improper, contrary to the entity's interests, or that would expose us or the appointee to liability or regulatory risk; (b) certain matters may be reserved to us and may require additional information, approvals or security; (c) you will not hold out any appointee as having authority beyond that agreed; (d) we may require a refundable or non-refundable deposit or security, and payment of fees in advance; (e) we or the appointee may resign or be removed at any time on notice, and you will promptly appoint a replacement and make any filing required; and (f) you provide the indemnity in clause 19 in respect of each Fiduciary Appointment, which is a condition of our providing it. No individual who holds a Fiduciary Appointment accepts any personal liability to you, and your claims (if any) lie only against Cosmos, subject to clause 18.

5.4 Accounting, bookkeeping and tax. These are compliance and reporting services. They do not constitute an audit or other assurance engagement and cannot be relied upon to detect fraud, error or irregularity. You remain responsible for your own tax position, for maintaining adequate records, for reviewing and approving returns before they are filed, and for paying tax due on time. You are responsible for your classification and obligations under FATCA, the Common Reporting Standard and economic substance rules; where we assist, we rely on your information and you remain responsible, and we may be required to make filings or reports to authorities. Tax advice, where given, is based on the law, practice and facts existing at the date it is given and may be affected by later change.

5.5 Legal and commercial documents. Where we prepare shareholder agreements, contracts, resolutions, policies or other documents, we do so as a corporate services provider and not as a law firm. This does not constitute the practice of law or regulated legal services, does not create any lawyer-client relationship or privilege, and is not a substitute for legal advice, unless the Services are expressly stated to be provided by a person licensed to provide legal services in the relevant jurisdiction. We recommend you take independent legal advice on any document of importance. Documents are prepared for use in the jurisdiction stated and may not be suitable elsewhere.

5.6 Immigration, visas, residency and payroll. These Services depend on the decisions, requirements and processing times of government and other authorities, which are outside our control. We do not guarantee that any application will be approved, or completed within any time, and government, medical, biometric and third-party fees are payable regardless of outcome and are generally non-refundable.

5.7 Advisory, structuring and intelligence. Memos, structuring recommendations, tax modelling, jurisdiction comparisons, valuations and market-entry work are prepared on the basis of the information you provide and the assumptions, law and practice stated or applicable at the date of the Deliverable. They are opinions, not guarantees of any outcome, treatment, approval or saving, and are not investment, legal or regulated tax advice unless expressly stated. Any figures or projections are illustrative. You are responsible for the decisions you take and should obtain specific professional advice before implementing any structure or transaction.

6.1 We will perform the Services with the reasonable skill and care to be expected of a competent provider of services of a similar kind, and in accordance with the law and professional standards that bind us.

6.2 We will designate a principal point of contact and use reasonable endeavours to keep you informed of material developments within scope. We may make reasonable changes to the personnel who provide the Services.

6.3 We do not owe you any fiduciary duty unless and to the extent expressly agreed in writing or imposed by a law that cannot be excluded. We do not warrant that the Services or any system or platform will be uninterrupted or error-free. We maintain business continuity arrangements and will use reasonable endeavours to resume affected Services promptly.

7.1 You will provide us, promptly, with complete, accurate and up-to-date information, records, instructions and access, and are responsible for the decisions you make and the accounting, legal and tax positions and judgements you adopt. We are entitled to rely on what you provide without independent verification, and we will not audit or verify it.

7.2 You will: (a) co-operate with us and respond promptly to requests for approvals, instructions and information; (b) designate authorised persons able to instruct us (see clause 8); (c) review, approve and, where required, sign and file documents and returns within the time we notify; (d) meet your own legal, tax, regulatory, licensing and filing obligations; (e) maintain your own insurances and records; and (f) notify us promptly of any change in your ownership, control, activities, circumstances, authorised persons or contact details relevant to the Services.

7.3 You warrant, on a continuing basis, that: you have authority to enter into the Agreement and to give the information and instructions you give us; that information is accurate and not misleading; and your funds, owners, controllers, officers and activities are not subject to Sanctions and are not derived from or connected with unlawful conduct.

7.4 You acknowledge that any delay, error, omission or change in your information or instructions may affect the Services, the timing and accuracy of any filing, and the Fees, and that we are not responsible for the consequences. Where you engage us as agent for, or on behalf of, another person, or where two or more persons are the Client, each is jointly and severally liable and you remain primarily responsible under the Agreement.

8.1 We may act on any instruction we reasonably believe to have been given by you or an authorised person, whether given in writing, by email, through our platform, orally or otherwise, without further enquiry, and we are not liable for acting on an instruction later shown to be unauthorised, forged or fraudulent, save to the extent directly caused by our fraud or wilful default.

8.2 You are responsible for the security of your systems, accounts and credentials and for verifying payment and account details through a trusted channel. Instructions involving payments, or changes to payment or account details, carry a risk of fraud and impersonation; you accept that risk except to the extent of our fraud or wilful default, and we may (but need not) decline or delay any instruction we consider suspicious, unclear, incomplete or potentially unlawful pending verification.

8.3 We may record communications and retain records of instructions. Where instructions conflict or come from more than one authorised person, we may act on any of them or decline to act pending clarification.

9.1 We are subject to anti-money-laundering, counter-terrorist-financing, sanctions and anti-facilitation-of-tax-evasion obligations. Before and during an Engagement we must verify the identity of our clients and their beneficial owners and controllers, screen against sanctions and politically-exposed-person lists, and understand source of funds and source of wealth (together, CDD). We are not obliged to begin or continue work, hold funds or release documents until we have received and are satisfied with the CDD, and we may carry out ongoing monitoring and periodic refresh.

9.2 You will provide the CDD we reasonably request, keep it current, and promptly notify us of relevant changes. If you do not, or if we are not satisfied, we may decline to act, suspend the Services, freeze or withhold funds or documents, or terminate the Agreement, in each case without liability.

9.3 We may be required by law to make a report to a competent authority and may be prohibited from telling you that we have done so or the reasons for it. You agree that we are not liable for any loss arising from, or from any delay, freezing, withholding or failure to act caused by, our compliance with these obligations, and that we may take any action we consider necessary to comply with them.

9.4 Each party will comply with applicable anti-bribery, anti-corruption and anti-facilitation-of-tax-evasion laws. Our anti-bribery, gifts and conflicts procedures are set out on our Legal & Compliance page (cosmos.global/legal/compliance), which you agree to observe so far as it applies to you.

10.1 We act for many clients and may act for parties whose interests compete with, or are adverse to, yours. Subject to our duties of confidentiality, we are not prevented from acting for other clients, and we are not required to disclose to you, or to use for your benefit, information we hold for another client.

10.2 We maintain arrangements to identify and manage conflicts and to protect the confidentiality of client information, including, where appropriate, separate teams and information barriers. If a conflict arises that we consider we cannot appropriately manage, we will discuss with you how best to proceed, which may include our ceasing to act for one or more parties.

11.1 You will pay the Fees set out in the Engagement Letter. Fees may be fixed, annual, subscription-based, time-based at our rates in effect from time to time, or a combination. Any estimate or quotation is indicative and is not a cap unless expressly stated to be a fixed fee. We may charge minimum fees, and additional or urgent-work fees for expedited, out-of-hours or additional work.

11.2 In addition to Fees you will pay all Disbursements: government, registry, authority, licensing, bank, notarisation, legalisation, apostille, translation, courier, filing and third-party costs incurred in connection with the Services. Government, registry, authority and similar fees are payable regardless of outcome and are non-refundable.

11.3 We may charge for time spent responding to, or complying with, requests, orders or investigations by any authority, regulator, court or auditor relating to you, and for producing or retrieving records under clause 23, at our rates in effect.

11.4 Fees and Disbursements are exclusive of value added tax and any other applicable taxes, duties or levies, which you will pay in addition at the prevailing rate. All amounts are payable free of, and without, any deduction, withholding, set-off or counterclaim, except as required by law; if a deduction or withholding is required by law, you will pay such additional amount as ensures we receive the full amount invoiced.

11.5 Unless the Engagement Letter says otherwise, invoices are payable in full within fourteen (14) days of the invoice date, in the currency invoiced. We may require payment in advance, a retainer, or funds on account, and receipt of cleared funds is a condition of our commencing or continuing the relevant Services and of incurring Disbursements on your behalf. Recurring and annual Fees are payable in advance of the relevant period.

11.6 Overdue amounts bear interest at 1.5 per cent per month (or the maximum permitted by law, if lower) from the due date until paid, together with our reasonable costs of recovery. We may apply payments received first to interest, then to Disbursements, then to Fees, regardless of any allocation you specify.

11.7 If any amount is overdue, or where we are otherwise permitted under the Agreement, we may, on notice and without liability, suspend or withhold the Services, filings, registrations or the release of documents, and exercise the lien in clause 22. We may set off any amount you owe us against any amount we owe you; you may not set off any amount against sums due to us.

11.8 We may review and adjust our standard rates, annual Fees and subscription Fees on notice, and at least annually. Where two or more persons are the Client, their liability for Fees and Disbursements is joint and several.

11.9 Termination and offboarding fee. For clients receiving Corporate Services, on termination of the Agreement or of the relevant Engagement, or on transfer of an entity to another provider, we may charge a termination of services fee of USD 500 per entity to cover the costs of offboarding, transfer and the maintenance and retention of records after termination. This fee is in addition to all other sums due, to any charge under clauses 11.3 and 23, and to any Fees payable under clause 22, and is payable before we release records or complete any transfer.

12.1 Where we receive or hold funds for you (for example, to meet Disbursements or Fees), we hold them to your order to apply towards Disbursements, Fees and any other sums due to us, and otherwise in accordance with applicable law. We do not hold funds as trustee unless required by law, and we do not accept liability for the solvency of any bank at which funds are held.

12.2 No interest is payable to you on funds we hold, and we may retain any interest earned. We may decline to accept funds from, or make payments to, any third party, and may return funds where required by our compliance obligations. We may apply funds we hold against any amount you owe us. On completion or termination, we will return any balance held, less amounts due to us, to an account in your name on request.

13.1 We may perform the Services through our affiliates, and may engage correspondents, agents, sub-contractors and third-party providers (in or outside your jurisdiction) to assist. We remain responsible to you for the parts of the Services we are engaged to perform, but not for the independent advice, acts, omissions, default or insolvency of any third party.

13.2 No material third-party cost above USD 100 will be incurred without your prior approval (email is sufficient). You are responsible for all approved third-party fees, official charges and Disbursements. Where a third party (such as a bank, registry, authority, insurer or custodian) imposes its own terms, those terms govern your relationship with that third party; we are not a party to them and are not liable in respect of them, even where we introduce, recommend or liaise with the third party.

14.1 All Intellectual Property in our methodologies, templates, systems, software, know-how, working papers and other materials we develop or use (the Works) is and remains ours or our licensors'. Subject to payment in full of all sums due, we grant you a non-exclusive, non-transferable, revocable licence to use the Deliverables for your internal business purposes and for the purpose for which they were prepared. You may not sub-license, resell, publish or otherwise exploit the Works or Deliverables beyond that purpose without our written consent.

14.2 You retain ownership of the materials you provide (Client Materials) and grant us a non-exclusive licence to use them so far as necessary to perform the Services and comply with our obligations. We may use anonymised and aggregated data, and general know-how, skills and experience gained in performing the Services, for any purpose, provided we do not disclose your Confidential Information.

15.1 Each party will keep the other's Confidential Information confidential and use it only for the Agreement, subject to the exceptions below.

15.2 A party may disclose Confidential Information: (a) to its affiliates, personnel, professional advisers, insurers, auditors and sub-contractors who need to know it and are under equivalent duties; and (b) where required by law, regulation, a court or a competent authority (including under clause 9), giving prior notice where lawful to do so.

15.3 Confidential Information does not include information that is or becomes public (other than through breach), is lawfully obtained from a third party free of duty, was already known, or is independently developed. These obligations survive termination for five (5) years, and indefinitely for trade secrets.

16.1 Each party will comply with applicable data protection law. How we handle personal data, including as controller and our use of cookies, is described in our Privacy Policy (cosmos.global/legal/privacy). Where we process personal data on your behalf as processor, the Data Processing Addendum (cosmos.global/legal/data) applies and is incorporated into the Agreement.

16.2 You confirm that you are entitled to provide to us the personal data you share (including of your directors, owners, controllers, personnel and signatories) for the purposes of the Services and our legal obligations, and that, where required, you have given the necessary notices and obtained the necessary consents.

17.1 Each party represents that it has the power and authority to enter into and perform the Agreement. You further represent that the information you provide is accurate and not misleading, and repeat the warranties in clause 7.3 each time you give us an instruction. Except as expressly set out in the Agreement, all warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law.

18.1 Liability that cannot be limited. Nothing in the Agreement excludes or limits either party's liability for fraud or fraudulent misrepresentation, for death or personal injury caused by negligence, or for any other liability that cannot lawfully be excluded or limited.

18.2 Excluded losses. Subject to clause 18.1, we are not liable, whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise, for any: (a) indirect, special or consequential loss; (b) loss of profit, revenue, business, contracts, production or anticipated savings; (c) loss of or corruption to data; (d) loss of goodwill or reputation; (e) loss of opportunity; or (f) fines, penalties, interest or tax that you would have incurred or been liable to pay in any event, in each case even if the loss was foreseeable or we were advised of its possibility.

18.3 Cap. Subject to clauses 18.1 and 18.2, our total aggregate liability to you arising out of or in connection with the Agreement and all Services, whether from one claim or a series of related claims, and whether in contract, tort or otherwise, will not exceed USD 25,000 in aggregate in respect of all claims arising in any twelve (12) month period (the Liability Cap).

18.4 A single cap. The Liability Cap is a single aggregate cap for the benefit of Cosmos and all Protected Persons taken together. It is not increased or multiplied by the number of Engagements, entities, claimants or persons who may claim or be liable.

18.5 No liability for others and for your matters. We are not liable for any loss to the extent it arises from or relates to: (a) information, instructions, decisions, approvals or filings given, made or omitted by you or on your behalf; (b) the acts, omissions, advice, insolvency or default of any third party, bank, registry, authority, custodian, insurer or adviser; (c) any change in law, regulation, rate or practice after a Deliverable is provided; (d) any matter outside the agreed scope; (e) your failure to meet a deadline, make a payment, provide CDD or act on our recommendation; or (f) our compliance with law, regulation or our risk and compliance policies.

18.6 Electronic and cyber. We are not liable for any loss arising from the transmission of information by electronic means, or from any virus, cyber-attack, interception, corruption, delay or failure of any system, platform, network or communication, except to the extent directly caused by our wilful default.

18.7 Net contribution and mitigation. Our liability for any loss is reduced to the extent that you, or any third party, caused or contributed to that loss or failed to take reasonable steps to mitigate it. Where we are liable with any other person, our liability is limited to the share that is just and equitable having regard to our responsibility, and is not increased by that other person's inability to pay or by any limitation of their liability agreed with you.

18.8 No reliance by third parties. We accept no duty of care or liability to any person other than the Client. You will not permit any third party to rely on a Deliverable, and if you disclose a Deliverable to a third party you will make clear to them that they may not rely on it and that we accept no responsibility to them.

18.9 No personal liability. You agree to bring any claim only against Cosmos and not against any Protected Person personally, and each Protected Person may rely on this clause. This does not limit Cosmos's own liability under this clause 18.

18.10 Time limit. Any claim must be notified to us in writing, with reasonable detail, and any proceedings commenced, no later than the earlier of: (a) two (2) years after you became, or ought reasonably to have become, aware of the matter giving rise to the claim; and (b) three (3) years after the completion of the relevant Services.

18.11 Independent and reasonable. Each limitation and exclusion in this clause operates separately; if any is held unenforceable, the others continue to apply. You acknowledge that these provisions are reasonable given the nature of the Services, the level of the Fees and the availability and cost of insurance, and that the existence of insurance does not increase our liability.

19.1 You will indemnify and keep indemnified Cosmos and each Protected Person against all losses, liabilities, claims, demands, penalties, fines, costs and expenses (including reasonable legal and professional costs) arising out of or in connection with: (a) information or instructions you provide that are inaccurate, incomplete or misleading; (b) your breach of the Agreement or of any law, tax, regulatory or filing obligation; (c) any claim by a third party arising from a Deliverable being disclosed to, or relied on by, them or used beyond its purpose; (d) our acting on your instructions; and (e) each Fiduciary Appointment we provide at your request and anything done or omitted by an appointee in good faith, save, in each case, to the extent the loss results from our fraud or wilful default or a liability within clause 18.1.

20.1 We maintain professional indemnity insurance appropriate to the nature and scale of our activities. The existence, limits or terms of that insurance do not increase our liability, which is governed by clause 18.

21.1 The Agreement takes effect on the Effective Date and continues until the Services are complete or it is terminated. Subscription, recurring and annual Services renew automatically for successive periods unless the Engagement Letter says otherwise or either party gives notice not to renew before the start of the next period.

21.2 Either party may terminate an Engagement for convenience on thirty (30) days' written notice, except that termination will not take effect before completion of any filing, appointment period, renewal cycle or regulatory obligation already underway or for which we have become liable to incur cost.

21.3 We may suspend the Services, or terminate the Agreement or any Engagement, immediately on written notice if: (a) you commit a material breach that is not remedied within ten (10) Business Days of notice (or is incapable of remedy); (b) you fail to pay any amount when due, or to provide satisfactory CDD; (c) you become insolvent, enter any insolvency or analogous process, or are unable to pay your debts as they fall due; (d) we reasonably consider that continuing would breach law, regulation, or our anti-money-laundering, sanctions, ethical or risk policies; or (e) continuing would in our reasonable opinion damage our reputation or expose us to liability. Suspension does not relieve you of your payment obligations.

22.1 On termination you will pay all Fees and Disbursements for Services performed or committed up to termination and, for subscription, recurring or annual Services, for the unexpired part of the then-current period. Amounts already paid for government and third-party costs are non-refundable. Where you receive Corporate Services, the termination and offboarding fee in clause 11.9 applies.

22.2 We will, on request and subject to payment in full of all sums due to us (including under clauses 11.9 and 23), return your original records and hand over Deliverables required by law to be transferred. We may retain copies to meet our legal, regulatory and professional obligations. To the fullest extent permitted by law, we may exercise a lien over documents, records, funds and Deliverables in our possession pending payment in full of all sums due to us.

22.3 Where we hold any Fiduciary Appointment or provide registered office, registered agent or similar services, we may resign or terminate those appointments on termination or earlier where permitted, and you will promptly appoint a replacement and make any filing required to remove us and our appointees. You acknowledge that failure to appoint a replacement may result in the entity being struck off, fined or dissolved, for which we are not responsible.

22.4 Termination does not affect accrued rights. Clauses which by their nature are intended to survive (including clauses 9, 11, 14 to 20, 22, 23, 27, 30 and 40) continue in force.

23.1 We keep records relating to the Services for the period required by applicable law and our retention policy, and will securely destroy them afterwards. Records are our property except for your original documents and any Deliverable you are entitled to.

23.2 We may charge, at our rates in effect, for retrieving, producing, copying or certifying archived or historical records, and for responding to requests relating to you from an authority, regulator, court, auditor or successor provider, whether during or after an Engagement.

24.1 Each party will comply with applicable anti-bribery, anti-corruption and anti-facilitation-of-tax-evasion laws and will not engage in any activity that would cause the other to breach them. Our procedures are set out on our Legal & Compliance page (cosmos.global/legal/compliance).

25.1 We want you to be satisfied with our Services. If you are not, please raise it with us first in accordance with the complaints procedure on our Legal & Compliance page (cosmos.global/legal/compliance) so that we can try to resolve it. This does not affect either party's right to pursue a dispute under clause 40.

26.1 Neither party is liable for any delay or failure to perform (other than a payment obligation) caused by events beyond its reasonable control, including natural disaster, epidemic or pandemic, war, terrorism, civil unrest, sanctions, government or regulatory action, cyber-attack, and failure of utilities, banking systems, third-party systems or communications. The affected party will notify the other and use reasonable endeavours to mitigate. If the event continues for more than sixty (60) days, either party may terminate the affected Engagement on notice.

27.1 Formal notices must be in writing and sent to the address or email last notified (for us, to contact@cosmos.global, and for data protection matters to privacy@cosmos.global). A notice is deemed received on delivery if by hand, on confirmed transmission if by email, or two (2) Business Days after posting. Routine operational communications may be given by email or through our platform. This clause does not apply to the service of legal proceedings.

28.1 You may not assign, transfer, charge or deal in any of your rights or obligations under the Agreement without our prior written consent. We may assign, transfer, novate, charge or sub-contract any of our rights or obligations to an affiliate, or in connection with a reorganisation, merger or transfer of our business, and may perform the Services through affiliates and sub-contractors as set out in clause 13.

29.1 Nothing in the Agreement creates a partnership, joint venture or relationship of employer and employee between the parties, and, except as expressly stated, neither party may bind the other or hold itself out as having authority to do so.

30.1 The Protected Persons may enforce the provisions of the Agreement that benefit or protect them. Otherwise, a person who is not a party to the Agreement has no right to enforce any of its terms, and the consent of any Protected Person is not required to vary, rescind or terminate the Agreement.

31.1 During each Engagement and for twelve (12) months afterwards, you will not directly or indirectly solicit for employment or engagement any of our personnel who were materially involved in the Services, other than through a general advertisement not targeted at them. If you breach this clause, you will pay us an amount equal to twenty (20) per cent of the relevant person's first-year gross remuneration, which the parties agree is a reasonable pre-estimate of our loss.

32.1 Neither party may use the other's name, logo or brand publicly without prior written consent, except that we may, with your consent (not to be unreasonably withheld or delayed), identify you as a client and describe the general nature of the Services for marketing and credentials purposes.

33.1 The Agreement is the entire agreement between the parties on its subject matter and supersedes all prior discussions, proposals, representations and understandings. Each party agrees that it has not relied on, and has no remedy for, any statement or representation not set out in the Agreement, save that nothing limits liability for fraud. No other terms are implied.

34.1 We may amend these Terms from time to time, for example to reflect changes in law, regulation, our Services or our operating practices. The current version is always published at this page, with a version number and effective date. For an existing Engagement, a change takes effect on the later of the stated effective date and thirty (30) days after we notify you or publish it, and your continued instructions after that date constitute acceptance. Changes to the Services or Fees of an existing Engagement are made under clauses 4 and 11, not this clause.

35.1 A failure or delay in exercising a right is not a waiver of it, and no single or partial exercise prevents further exercise. Our rights and remedies are cumulative and in addition to those provided by law. The set-off provisions in clause 11.7 apply.

36.1 If any provision is or becomes invalid or unenforceable, it is severed and the rest continues in force, and the parties will replace it with a valid provision that achieves, so far as possible, the same commercial result. Where a provision would be valid if part of its wording were deleted or modified, it applies with such modification as is necessary to make it valid.

37.1 The Agreement may be signed or accepted in counterparts and by electronic means (including electronic signature, click-through and by conduct), each of which is an original and all of which together form one agreement.

38.1 The Agreement is in English. Any translation is for convenience only and the English version prevails.

39.1 Termination or expiry of the Agreement does not affect any right, obligation or liability that has accrued before termination, or any provision expressed or intended to survive.

40.1 The Agreement, and any dispute or claim arising out of or in connection with it, its subject matter or its formation (including non-contractual disputes), are governed by the law of the Abu Dhabi Global Market (ADGM), and the parties irrevocably submit to the exclusive jurisdiction of the ADGM Courts. We may, however, bring proceedings to recover sums due, or to protect our Intellectual Property or Confidential Information, in any court of competent jurisdiction, and may seek injunctive or other interim relief in any jurisdiction.

40.2 Where an Engagement Letter for Services provided in or from another jurisdiction specifies a different governing law or forum for that Engagement, that choice prevails for that Engagement only. Each party waives any objection to the chosen forum on grounds of inconvenience and, to the fullest extent permitted by law, any immunity in respect of itself or its assets.

Additional Services: Services outside the agreed scope, agreed under clause 4.3.

Agreement: the Engagement Letter, these Terms of Business, and any Schedules and incorporated policies, together.

Business Day: as defined in clause 1.3.

CDD: client due diligence, as described in clause 9.

Client / you / your: the person or entity that engages us and, where relevant, each person for whom that person acts.

Client Materials: information, documents, data and materials provided by or on behalf of the Client.

Confidential Information: non-public information of a party disclosed in connection with the Agreement, including its terms.

Corporate Services: company formation, registered office, registered agent, company secretarial, statutory register, mail-handling, nominee, director, fiduciary and similar corporate and administrative services.

Cosmos / we / us / our: Sirius Consulting FZCO, trading as Cosmos.

Deliverables: reports, documents, filings, returns, registrations, advice and other outputs prepared by us under an Engagement.

Disbursements: the costs and third-party charges described in clause 11.2.

Effective Date: the date an Engagement begins under clause 3.1.

Engagement: an engagement of Cosmos to provide Services, formed under clause 3.

Engagement Letter: the proposal, engagement letter, order confirmation or online acceptance that sets out the Services and the Fees.

Fees: the charges for the Services set out in the Engagement Letter or agreed under clause 11.

Fiduciary Appointment: an appointment described in clause 5.3.

Intellectual Property: all intellectual property rights of any kind, whether registered or unregistered, anywhere in the world.

Liability Cap: the cap in clause 18.3.

Protected Persons: the persons described in clause 2.4.

Sanctions: trade, economic or financial sanctions, embargoes or restrictive measures administered or enforced by any relevant authority.

Services: the services described in the Engagement Letter, subject to clause 4.

Works: our materials and Intellectual Property described in clause 14.1.

Cosmos is a trading name of Sirius Consulting FZCO, trade licence 43190, The Bureau, Opera Grand, Downtown, Dubai, United Arab Emirates. Terms of Business, Version 1.0, effective 21 July 2026. These Terms should be read with the Engagement Letter, the Data Processing Addendum, the Privacy Policy and the Legal & Compliance page.