Integer15 – Heads of Terms Summary

 

(Nominee / Interim General Manager & Authorised Signatory Services)

Purpose
Integer15 DMCC provides trusted corporate representation and compliance management for foreign and regional companies establishing or operating in the UAE or Saudi Arabia.

Scope of Services

• Interim / Nominee General Manager:
  Acts as the registered GM on company licences, handling all statutory correspondence, filings, and approvals strictly per written instruction from the Client.
• Authorised Signatory:
  Signs and submits government, banking, and employment documents as required by UAE/Saudi authorities.
• Company Secretary Support:
  Maintains statutory registers (UBO, Economic Substance, AGM minutes, filings).
• Additional Support:
  Incorporation and registration with relevant Free Zone or MISA authorities, and coordination of UAE/Saudi bank account openings.
• Compliance Communications:
  Updates the Client on regulatory changes affecting local operations.

Service Location
Dubai (for UAE structures) and via registered entities in Saudi Arabia as applicable.

Out-of-Scope (requires Client approval)
Integer15 will not make commercial, financial, or strategic decisions, or sign any commitments (leases, loans, contracts, guarantees, employment agreements) without the Client’s written instruction.

Fees & Payments

• AED 13,000 per month – Interim/GM services
• AED 1,120 per month – Company Secretary support
• AED 4,500 per bank-account setup (non-guaranteed outcome)
• AED 10,000 – Incorporation/Registration (one-off)
• 4 % disbursement fee (or AED 170 minimum) for third-party costs, with prior Client approval
• Invoices quarterly in advance; annual inflation adjustment applies.

Client Obligations

• Provide accurate corporate and shareholder documentation, and timely instructions.
• Maintain adequate funding for company expenses and minimum balance requirements.
• Respond promptly to regulatory or compliance information requests.

Integer15 Obligations

• Act diligently, transparently, and in accordance with fiduciary duties under UAE law.
• Maintain confidentiality, anti-corruption, and data-protection compliance.
• Report promptly any regulatory or reputational concerns.

Term & Termination

• Agreement commences on the Effective Date specified in the Contract.
• Either party may terminate with one-month written notice.
• Immediate termination possible in case of breach, insolvency, or compliance violations.

Indemnity & Liability

• Each party indemnifies the other for direct losses resulting from fraud, gross negligence, or wilful misconduct.
• Liability otherwise limited to fees paid in the preceding 12 months or insurance coverage.

Governing Law & Jurisdiction

• Governed by the laws of the UAE, Emirate of Dubai.
• Disputes resolved under Dubai International Financial Centre (DIFC) Courts.

Contacts

• Integer15 Representative: [Insert Name], [Insert Title], [Insert Email], +971 4 501 2345
• Client Representative: [Client Name], [Title], [Email], [Phone]

Sample Email Pitch Version

Subject: Integer15 – Nominee / Interim GM & Authorised Signatory Services

Dear [Client Name],

Thank you for your interest in engaging Integer15 to support your company’s setup and compliance in the UAE/Saudi Arabia.

Below is a brief summary of our standard terms:
• Monthly retainer for Interim GM & Signatory Services: AED 13,000
• Company Secretary Support: AED 1,120 / month
• Bank Account Setup: AED 4,500 each
• Incorporation (one-off): AED 10,000
• Paid quarterly in advance, annual indexation applied

Our role is strictly fiduciary and administrative: to act as your registered General Manager and Authorised Signatory, ensuring your entity remains compliant, operational, and fully under your control.

The formal Services Agreement expands on these terms; however, this summary captures the commercial framework and governance safeguards.

We look forward to assisting [Client Name] in establishing a compliant and secure market presence.

Kind regards,
Integer15 DMCC