Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Farah Solutions – Sole Proprietorship L.L.C. ("Company," "we," "us," or "our"), a sole proprietorship limited liability company licensed by the Abu Dhabi Department of Economic Development (ADDED) in the Emirate of Abu Dhabi, United Arab Emirates, under Economic License No. CN-4014034.

By accessing or using our website, the Farah Suite platform, or any services provided by Farah Solutions or its subsidiary Hala Community Services L.L.C. (collectively, the "Services"), you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use our Services.

These Terms apply to all visitors, users, clients, and any other persons who access or use the Services. If you are using the Services on behalf of a business entity, you represent and warrant that you have the authority to bind that entity to these Terms.

Farah Solutions provides professional compliance management, advisory, and technology services for businesses operating in the United Arab Emirates, including but not limited to:

• Corporate Tax Compliance: Registration, filing, and ongoing compliance management under UAE Federal Decree-Law No. 47 of 2022 on the Taxation of Corporations and Businesses
• ICV Certification: In-Country Value assessment, optimization, and certification support to qualify for government and semi-government procurement opportunities
• E-Invoicing Compliance: Preparation and integration services for the UAE Federal Tax Authority e-invoicing mandate
• Business Setup & Licensing: Company formation, trade license acquisition, and regulatory registration services
• Farah Suite Platform: Access to our integrated GovTech compliance platform for automated compliance monitoring, document management, and regulatory tracking
• Community Services: Through Hala Community Services L.L.C., provision of community management, PRO services, and government liaison services

The specific scope, deliverables, and fees for each engagement shall be set forth in a separate Service Agreement or Statement of Work executed between you and the Company.

By using our Services, you agree to:

• Provide accurate, current, and complete information as required for service delivery, including but not limited to trade license details, financial records, and corporate documentation
• Maintain the confidentiality of any account credentials, API keys, or access tokens provided to you
• Promptly notify us of any unauthorized access to your account or any security breach
• Comply with all applicable UAE federal and emirate-level laws and regulations in connection with your use of the Services
• Not use the Services for any unlawful purpose, including but not limited to money laundering, tax evasion, or fraud
• Not attempt to reverse-engineer, decompile, or disassemble any component of the Farah Suite platform
• Not interfere with or disrupt the integrity or performance of the Services or related systems
• Cooperate with the Company in providing timely responses to information requests necessary for compliance filings and certifications

All intellectual property rights in and to the Services, including but not limited to the Farah Suite platform, software, algorithms, user interfaces, documentation, methodologies, processes, and branding materials, are and shall remain the exclusive property of Farah Solutions – Sole Proprietorship L.L.C.

Nothing in these Terms grants you any right, title, or interest in our intellectual property except for the limited right to use the Services as expressly permitted herein. You acknowledge that:

• The Farah Suite platform, including its compliance workflows and analytical frameworks, constitutes proprietary trade secrets
• All trademarks, service marks, logos, and trade names displayed on the Services are the registered or unregistered marks of Farah Solutions – Sole Proprietorship L.L.C.
• Any feedback, suggestions, or improvements you provide regarding the Services shall become the property of the Company without any obligation of compensation
• You shall not use, reproduce, or distribute any of our intellectual property without prior written consent

Your data and content uploaded to the platform remain your property. We claim no ownership over your business data, documents, or records processed through our Services.

Fees for our Services are as set forth in the applicable Service Agreement or as published on our website. Unless otherwise specified:

• All fees are quoted and payable in United Arab Emirates Dirhams (AED)
• Fees are exclusive of Value Added Tax (VAT) at the prevailing rate (currently 5%) unless explicitly stated otherwise
• Payment is due within 30 days of invoice date unless alternative terms are agreed in writing
• Late payments may incur interest at the rate of 1.5% per month or the maximum rate permitted by UAE law, whichever is lower
• We reserve the right to suspend Services for accounts with outstanding balances exceeding 60 days

The Company reserves the right to modify its fee structure with 30 days' prior written notice. Continued use of the Services after such notice constitutes acceptance of the revised fees.

Both parties acknowledge that in the course of the engagement, each may receive or have access to confidential information of the other party. "Confidential Information" includes all non-public information disclosed by either party, whether in writing, orally, or by inspection, including but not limited to:

• Business plans, financial data, and strategic information
• Client lists, pricing structures, and contractual terms
• Technical specifications, source code, and system architecture
• Compliance methodologies, audit findings, and regulatory strategies

Each party agrees to: (a) hold all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without prior written consent; and (c) use Confidential Information solely for the purposes of the engagement. These obligations shall survive termination of these Terms for a period of five (5) years.

To the maximum extent permitted by UAE law:

• The Company's total aggregate liability arising out of or in connection with these Terms or the Services shall not exceed the total fees paid by you to the Company in the twelve (12) months preceding the event giving rise to the claim
• In no event shall the Company be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, business interruption, or loss of goodwill
• The Company shall not be liable for any penalties, fines, or assessments imposed by government authorities on the User, except where such penalties directly result from the Company's gross negligence or willful misconduct
• The Company does not guarantee specific outcomes from ICV certification, tax filings, or government procurement processes, as these are subject to government authority discretion

Nothing in these Terms shall exclude or limit liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded under applicable UAE law.

While we strive to provide accurate and reliable Services:

• The Services are provided on an "as is" and "as available" basis without warranties of any kind, whether express, implied, or statutory
• We do not warrant that the Services will be uninterrupted, error-free, or free of harmful components
• Compliance guidance provided through our Services is based on our professional interpretation of applicable laws and regulations, which may be subject to change or differing interpretations by government authorities
• The Farah Suite platform's automated compliance features are designed to assist, not replace, professional judgment. Users should verify critical compliance decisions with qualified advisors
• We disclaim all implied warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement

Either party may terminate the engagement under these Terms:

• For Convenience: By providing 30 days' written notice to the other party
• For Cause: Immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within 15 days of receiving written notice thereof
• Insolvency: Immediately if the other party becomes insolvent, files for bankruptcy, or has a receiver appointed over its assets

Upon termination: (a) all outstanding fees become immediately due and payable; (b) your access to the Farah Suite platform will be suspended; (c) we will provide you with a copy of your data in a standard format within 30 days of termination, after which your data will be securely deleted in accordance with our data retention policy; and (d) all confidentiality obligations shall survive termination as specified in Section 6.

Neither party shall be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from circumstances beyond the reasonable control of that party, including but not limited to:

• Natural disasters, epidemics, or pandemics
• Acts of government, changes in law or regulation, sanctions, or embargoes
• War, terrorism, civil unrest, or armed conflict
• Failure of telecommunications or internet infrastructure
• Cyberattacks, including distributed denial-of-service attacks

The affected party shall promptly notify the other party of the force majeure event and use reasonable efforts to mitigate its impact. If a force majeure event continues for more than 90 days, either party may terminate the affected Services upon written notice.

These Terms shall be governed by and construed in accordance with the laws of the United Arab Emirates and the Emirate of Abu Dhabi, without regard to conflict of law principles.

Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or invalidity thereof, shall be resolved as follows:

• Negotiation: The parties shall first attempt to resolve the dispute through good-faith negotiations within 30 days of written notice of the dispute
• Mediation: If negotiation fails, the parties shall submit the dispute to mediation administered by the Abu Dhabi Commercial Conciliation and Arbitration Centre (ADCCAC)
• Arbitration: If mediation fails within 60 days, the dispute shall be finally resolved by binding arbitration under the rules of the ADCCAC, conducted in Abu Dhabi in the English language, with the decision being final and binding on both parties

Notwithstanding the above, either party may seek injunctive or other equitable relief from the courts of Abu Dhabi to protect its intellectual property rights or confidential information.

12.1 Entire Agreement

These Terms, together with any applicable Service Agreement, constitute the entire agreement between you and the Company with respect to the Services and supersede all prior or contemporaneous communications, whether oral or written.

12.2 Severability

If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

12.3 Waiver

No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or any other term. The Company's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

12.4 Assignment

You may not assign or transfer these Terms or any rights hereunder without the prior written consent of the Company. The Company may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.

12.5 Notices

All notices under these Terms shall be in writing and shall be deemed given when delivered personally, sent by registered mail, or transmitted by email to the addresses specified in the applicable Service Agreement.

12.6 Amendments

We reserve the right to modify these Terms at any time. Material changes will be communicated through our website and platform with at least 30 days' prior notice. Your continued use of the Services after such modifications constitutes acceptance of the updated Terms.