The “Terms and Conditions of Service” form the basis of the “Contract” between you and CCL Limited (“CCL”).
1) Website use
Minors under the age of 18 shall are prohibited to register as a user of the Virtual Clinic or this website and are not allowed to transact or use the website to purchase the Services.
2) Processing of credit card payments
If you make a payment for our Services on our website, the details you are asked to submit will be provided directly to our payment provider via a secured connection. All credit/debit cards details and personally identifiable information will NOT be stored, sold, shared, rented or leased to any third parties.
The cardholder must retain a copy of transaction records and CCL policies and rules.
We accept payments online using Visa and MasterCard credit/debit card in USD (or any other agreed currencies).
Multiple transactions may result in multiple postings to the cardholder’s monthly statement.
Fees are exclusive of Value Added Tax (VAT) which is charged at the applicable UAE rate of 5% upon checkout.
If you are using the credit card payment facility by invitation from CCL for qualified invoices there will be a facilitation charge of 2.8% for domestic charges and 3.3% for international charges.
3) Limitation on Services
CCL will not deal with or provide any Services to any clients incorporated or domiciled in OFAC (Office of Foreign Assets Control) or UN Securities Council sanctioned countries.
The Services provided under the Virtual Clinic hourly packages are strictly for advisory purposes only . Using the Virtual Clinic is not equivalent to or a substitute for a qualified compliance professional performing an in-house function. The Services provided will not include:
- Applications for Regulatory or Commercial License applications
- Any contentious or disciplinary-related issues, regardless of whether these have been disclosed to, raised by or are under investigation by a regulatory body (addressed on a case by case basis)
- Delivery of compliance monitoring programmes
- KYC and Onboarding completion
- Tax related matters, including FATCA/CRS
- Any legal advice or draft legal documents such as client agreements/mandates
- Research; or generation of reports from third parties (including but not limited to: Thompson Reuters, World check, etc.)
This list is not exhaustive.Commencement
This Contract commences upon our acceptance of your payment for the package selected, subject to completion of satisfactory client due diligence and may be cancelled as set out in Refunds and cancellations section.
5) Refunds and cancellations
Cancellation and Refunds of a Virtual Clinic hourly package is possible strictly under the following conditions:
- If, during the course of CCL’s due diligence, which is not to exceed ten business days, CCL determines that we are unable to continue to provide Services due to adverse findings, we reserve the right to cancel your package and refund your payment in whole, or in part where we have provided Services to you.
- CCL reserves the right to cancel the Contract with immediate effect where we discover activities or practices that are unacceptable to us and/or that would prevent us from providing the Services.
- Activities or practices that are unacceptable to us or that prevent us from providing the Services include material concerns about the standing and reputation of any of your controllers, officers or employees or any other person connected to you.
Refunds will be made only through the Original Mode of Payment. Please allow for up to 30 days for the refund transfer to be completed.
6) Client identification and due diligence
CCL is required to identify its clients and to obtain satisfactory client due diligence on them for the purposes of UAE/ DFSA anti-money laundering legislation. We may request from you and retain such information and documentation as we require for these purposes and make searches of appropriate databases.
7) Limitation of liability
7.1 CCL will use and exercise reasonable skills, efforts and care in providing the Services within the limits provided for under Section 1.2 below. You acknowledge and accept that, whilst every care will be taken in providing the Services, CCL cannot guarantee to identify every instance of non-compliance or every compliance issue. In no circumstances shall we be held liable for failing to achieve a specific result or outcome on your behalf in respect of any matter.
7.2 CCL will accept liability for an amount not exceeding the value of your package for losses, damages, costs or expenses (“Losses”) which are determined to have been caused by our gross negligence, breach of contract or wilful default, subject to the following provisions:
- We will not be liable if such Losses are due to the provision of false, misleading, inaccurate or incomplete information or documents or due to the acts or omissions of any person other than CCL.
- Where you suffer any Losses for which we are jointly and severally liable with any third party or third parties, the extent to which such Losses shall be recoverable by you from us, as opposed to the third party, shall be limited so as to be in proportion to our contribution to the overall fault for such Losses, as agreed between all of the parties, or in the absence of agreement as finally determined by DIFC Courts.
- Neither Party is liable to the other Party under the Contract in circumstances where, because of an event of force majeure, including, but not limited to, any natural disasters, fire, flood, industrial dispute, war or similar action, act of terrorism, uprising, or acts of governmental authority, they are prevented from performing their obligations under this Contract due to circumstances beyond their control.
- The Services are provided solely to you as our client as set out in this Terms and Conditions. We accept no responsibility for any consequences arising from reliance upon our advice. No person other than the Parties to the Contract, and their respective successors and assignees, shall have any right to enforce any of the terms of the Contract.
8) Instructions, information and communication
8.1 Unless instructed otherwise, we will assume that all of your employees, directors and officers who give us instructions are authorised to do so and that we may act on oral instructions.
8.2 The accuracy, completeness and appropriateness of any advice we provide is solely dependent on the information you provide to CCL. You will provide us with any documents and information that we may need to provide the Services. CCL may make and retain copies or any original documentation supplied, where necessary in order to provide the Services. Unless you state otherwise, you confirm that all documents and information provided to us are, to the best of your knowledge, complete and accurate and that we may rely upon them.
8.3 Unless instructed otherwise, we will assume that we may correspond with you by e-mail. Where we do so we cannot guarantee that transmissions will be secure or free from infection, and we will have no liability for any loss or damage caused by the use of electronic communications. You accept these risks and authorise the use of electronic communications. We will not have any liability to you on any basis in respect of any error, damage, loss or omission arising from or in connection with the electronic communication of information between the Parties.
8.4 We may answer questions orally over the phone or in email on an informal basis. As these questions may require an immediate answer to a complex problem in respect of which we may not have received full and accurate information, we shall have no liability at any time to you for our answers to such questions. You should neither act nor refrain from acting on the basis of such answers unless they have been confirmed by us in writing.
9) Conflicts of interest
We will inform you if we become aware of any conflict of interest in our relationship with you or in our relationship with you and another client. Where conflicts are identified and we believe that your interests can be properly safeguarded by the implementation of appropriate procedures we will implement those safeguards. Where possible, this will be done on the basis of your informed consent. We reserve the right to act for other clients whose interests are not the same as or are adverse to yours subject of course to the obligations of confidentiality referred to in this Contract.
10.1 We shall keep all information obtained from you confidential and will only disclose it with your authorisation. This restriction shall not apply to any information which (i) is or becomes generally available to the public by means other than the breach of an obligation under this clause, or (ii) is obtained from a third party who owns no obligation of confidence to you in respect of the information, (iii) we are required to disclose by law or a regulatory governmental or judicial authority, and (iv) is disclosed to third party advisers retained or instructed on your behalf. Where disclosure is required by law or regulation, CCL will endeavour to give you not less than two business days’ notice of the same.
11) Our employees
11.1 You agree not to bring a claim against any CCL employee personally.
11.2 You agree to indemnify CCL and its principals, directors and employees and any delegates and agents who have been appointed in accordance with the Contract (each an “Indemnified Party”) against all losses, liabilities, actions, proceedings claims, costs and expenses, including without limitation reasonable legal fees and expenses, incurred or threatened against an Indemnified Party by reason only of the Indemnified Party having been engaged under the Contract.
11.3 In the event that you offer any CCL employee providing Services to you a contract of employment or contract for services, we reserve the right to charge you a recruitment fee of 25% of the employee’s annual basic salary at the date of leaving CCL’s employment in consideration of the employee’s release.
12) Data protection laws
12.1 We will comply with the provisions of the DIFC Law No 1 of 2007, Data Protection Law (as may be amended from time to time), when processing any personal data about you. In order to carry out the Services and for related purposes such as billing, client management, archives, conflict checks, know how, etc., we may obtain, process, use, transfer and disclose personal data about you. By accepting these Terms and Conditions of Engagement you give positive consent for us to obtain, process, use, transfer and disclose personal data about you.
12.2 We may from time to time use the contact details you and your representatives have provided to us to send invitations, marketing materials, compliance updates or other publications that we feel may be of interest and to organise associated events as well as business meetings. Such contact details may include any information you or your representatives have made available to us to assist us in such purposes. Should any individuals not wish to receive marketing communications, please notify your contact at CCL.
12.3 In connection with any of the purposes described above, and any other legitimate processing of personal data, information may be shared with our offices both inside and outside the DIFC. Data protection laws may be weaker outside the DIFC than inside it.
12.4 Any personal data supplied by us to you about our employees and/or any third parties may only be used for the express purposes for which that information is provided to you.
Any and all disputes, controversies or claims arising out of or in connection with the Services of the Virtual Clinic or this website shall be interpreted, construed and governed by and in accordance with the laws of the Dubai International Financial Centre (“DIFC”), without regard to the conflict of laws principles thereof.
Any disputes shall be referred to and finally resolved by the DIFC Courts.
The United Arab of Emirates is our country of domicile.
Any merger with another firm or transfer our business to another entity (“Successor Entity”) will not automatically terminate this Contract. CCL has the right to transfer or otherwise assign any of its rights or obligations arising from this Contract to any other person without your prior written consent and you agree that any Successor Entity is automatically appointed by you so that continuity of service can be provided to you.
CCL reserves the right to waive or amend these Terms and Conditions which will be effective when notice is published on our website.
We keep files and records on concluded matters for not less than six years, having removed and destroyed any documents which in our professional opinion are superfluous to the records of the matter. We reserve the right to store files related to your matter with a third party whose security arrangements are in our view appropriate.
These Terms and Conditions constitute the entire agreement between the Parties relating to the Services.
If any provisions in these Terms and Conditions is held to be invalid, illegal or otherwise unenforceable, such provision shall be deemed to not form part of the Contract. The enforceability of the remainder of the Contract will not be affected.