As of 01 January 2023, these Terms & Conditions apply to all services and offers within the Design Machine program are provided by the holding company Blue Brain LLC, Sarasota Florida. (hereinafter referred to as “Design machine”).
A. DEFINITIONS AND INTERPRETATIONS In these Terms & Conditions:
“Account” means any Client of Design machine;
“AED” means United Arab Emirates Dirhams, the lawful currency of the United Arab Emirates;
“USD” means United States Dollars, the lawful currency of the United States;
“Agreement” means the contract between Design machine and the Client of which these Terms and Conditions shall form an integral and binding part thereof and the Client hereby agrees and acknowledges that they will be bound by these Terms and Conditions as if they were part of the Agreement;
“Incubator” means a program of learning business skills, with the intention of starting a business at the end of graduation.
“Applicant” means any natural person, body corporate or body unincorporated, including a company, partnership, or unincorporated association;
“Authority” or “Authorities” mean any Delaware, United States based Free Zone Authority, its regulatory body, or anybody corporate appointed as operator of any Delaware, United States based Free Zone;
“Client” means the Applicant whose description and address is set out in the application form or person(s) enrolled in the Design Machine program;
“Company” means any one or more companies in respect of which Design machine provide Services at the Client’s request;
“Deregistration” or “de-registration” means license cancellation and/or service cancellation and all stipulations necessary to deregister or cancel shall apply;
“Fee” or “Fees” mean any sum charged by Design machine together with disbursements and any and all fees levied by the Government or the Authorities;
“License” means a license of any Delaware, United States which includes all types of licenses issued by Delaware, United States;
“Government” means any Delaware, United States government agency, government authority or government owned company;
“Invoice” or “Invoices” mean any bill or statement issued by Design machine for any Fees stated therein as being due and payable to Design machine in respect of any Service;
“Service” or “Services” mean any company formation, company management, company administration or ancillary services whatsoever provided in respect of a Company;
“Terms & Conditions” or “Terms and Conditions” mean these Terms & Conditions and any and all subsequent updates to these Terms & Conditions at any given time which are available upon incorporation, renewal and the Client’s request;
“VAT” means Valued Added Tax;
“Portal” refers to the online dashboard provided by Harvard Business services Inc. so that the client may manage his company(s).
“Design machine” means the Blue Brain LLC company identified on the front of this form and any member and/or associated company, any agent and/or affiliate which provides Services pursuant to this Agreement in any capacity whatsoever and shall, where the context admits, include any employee or representative of such company, agent and/or affiliate.
B. FEES AND SERVICES
Design machine agrees to provide Services in accordance with these Terms and Conditions and the Client hereby agrees to pay the Fees charged by Design machine for the provision of such Services.
The business incorporation is outsourced to a legally qualified registered agency called https://delawareinc.com – Harvard business services. The Design Machine and Blue Brain LLC have no legal responsibility or obligation with regards to the actual filing of company incorporation documents.
Client business incorporation shall commence on the 15th day from enrollment only. This is to ensure all refund requests are processed within the first 14 days as specified below. Companies paid for by the Design Machine LLC are for operation online only, or physically within the United States.
Companies incorporated by DelawareInc.com - Harvard business services are not legally permitted to open physical offices in the United Arab Emirates or any other part of the world, or physically trade goods and services outside of the United States.
All business operations through corporations provided by Harvard Business services are based out of the United States and must be run online to serve other parts of the world. Blue Brain LLC and the Design Machine does not bare any responsibility for the client’s business operations.
Clients are responsible for doing their own due diligence before opening and serving customers.
The Design Machine and Blue Brain LLC is responsible for the applicant’s business license incorporation fee during year 1 only. The Client / applicant is required to pay his annual registration fees and taxes to maintain good standing.
It is the client’s responsibility to research and understand the laws that govern the use of his/her business license as well as it’s limitations. The client must ensure that he/she is not breaking any laws in any country through the use of his/her business license. Blue Brain LLC and the Design Machine will not bare responsibility for any business activities conducted by the client with respect to the law or otherwise.
This includes Fees for annually recurring Services charged in accordance with Design machine’s price list, a copy of which has been provided and an updated copy of which is available upon request. Although effort is made to maintain the same level of Fees for as long as possible, Design machine reserves the right to change the level of Fees from time to time, but shall give notice to the Clients, where possible.
All notices shall be deemed to have been given to the Clients, if such notices are published on Design machine’s website (designmachine.org) and/or if the Clients have been informed by post, facsimile, email or verbally, including but not limited to, over the phone.
Continued use of a Service after a change of the level of Fees will be considered as the Clients acceptance of the relevant changes of Fees. In cases of changes of Fees levied by the Authorities or the Government, such changes of Fees shall be effective immediately and a notice shall not be required to be provided by Design machine, although effort is made to do so.
Additional work undertaken on behalf of the Client shall be charged for on a time-spent basis at an hourly rate when applicable. Fees for additional work charged at an hourly rate must be accepted by the client in advance in writing.
The initial provision of Services cannot commence until payment has been received. Payments can be made by the following payment methods:
Card payment can be made with below credit or debit cards via our online electronic payment gateway: -Master Card -Visa Card -Diners Club A Point of Sales (POS) Fee of 2.5% will apply. This fee is subject to change without prior notice, although every effort is made to provide such notice. A quotation for this fee is available upon request at the time of payment by credit or debit card.
The exchange rate of USD to AED is 3.65. This rate is subject to change without prior notice, although every effort is made to provide such notice. A quotation for this rate is available upon request at the time of payment in this currency. The Client agrees to the rate that shall be provided upon payment.
Where the installment option is selected for payment of services and/or renewal of services, the Client must arrange the installment with his/her credit card company. The Design machine only accepts 1 full cash payment upfront.
Recurring Fees shall be payable 30 days prior to the expiry date of the Trade License. If payment has not been made until the expiry date of the Trade License, The State of Delaware United States, shall be entitled to charge an additional Fee. These fees can be found on the United States government website for company incorporation.
In the event of the Client failing to settle any Invoice or part thereof by the due date specified on the Client’s delawareinc.com dashboard, the client and/or the Company acknowledges that fees and taxes will accrue until paid in full as per the law of the United States Government. This is not the responsibility of the Design Machine or Blue Brain LLC and its subsidiaries.
In such event that the Client defaults any payment or part thereof the Client and/or Company further authorizes Design machine to disclose all material Client and/or Company related information to external debt recovery agencies within or outside the Delaware, United States or other third parties.
The Client acknowledges that late or non-payment of Fees may result in the state of Delaware, United States may be subject to de-registration in the jurisdiction of incorporation by the relevant Authorities. The Client further acknowledges that unless and until the Company is de-registered the Client shall remain liable to pay for the provision of continuing Services by DelwareInc.com – Harvard Business Services and all Government Fees and other disbursements payable to third parties.
Services are provided on an annual basis and Design machine shall not, without prior written agreement, be required to provide Services for shorter periods or for part only of the relevant annual period, without prior written agreement.
The client is covered by a 14-day moneyback guarantee if he/she provides evidence that the Design Machine program does not meet the specifications advertised.
The Client acknowledges that there will be no refund after the 14th day of enrollment in the Design Machine program.
All refundable fees paid to Design machine must be claimed and/or processed no later than 14 days post enrollment. The Client acknowledges that these funds will be forfeited. This includes, but is not limited to, UAE residence visas and the E-channel security deposits.
The Client acknowledges that Design machine shall not, without prior written agreement, be required to refund any Fees. This includes cases in which:
The Client has paid Fees for annual Services and decides to deregister the Company prior to the end of the relevant annual period;
The application for a Trade License or Immigration Card gets rejected, delayed or contains any errors by the Government or the Authorities – any rejections and associated fines or penalties are wholly the responsibility of the Client;
Any rejections and associated fines or penalties are wholly the responsibility of the Client.
The Client acknowledges that Design machine shall not, without prior written agreement, be required to process Services more than 12 months after the date of invoice and that Fees paid for such Services will be forfeited.
The Client appoints and authorises Harvard business services – https://delawareinc.com its sole agent for license incorporation, application, renewal, amendment transactions and de- registration services. Services are automatically renewed on a yearly basis. If the Client no longer requires Harvard business services to provide all or certain Services to a Company and wishes to cancel the license and all associated visas, the Client shall give written notice to Harvard business not later than 30 days prior to the DATE OF renewal of the business license. Failing to do so, the Client shall be deemed to have accepted the renewal of the annual Services and shall be liable for the payment of such Services in full at the fees as per our latest updated price list, a copy of which is available upon request.
A de-registration Fee shall be payable by the Client to Harvard business services Inc. upon the Services no longer being required. The de-registration Fee shall be applicable to all types of Companies and shall be in accordance with Harvard Business Services Inc. price list, a copy of which has been provided and an updated copy of which is available upon request.
Design machine and Blue Brain LLC reserves the right to refuse to accept instructions from a Client or to discontinue the provision of Services and to terminate this Agreement by written notice without giving any reasons therefore in the event that:
the Client is failing to comply with this Agreement, including that the Client fails to pay the Fees that are due, or that the information given in this Agreement is found to be false, untrue or misleading; - the business activities carried out by the Client are associated with money laundering activities, terrorist activities and/or transactions with jurisdictions with UN embargos or activities listed on any other watch lists for illegal activities;
The Client is suspected to be involved in any criminal or other illegal activity, whether fiscal or otherwise, in any jurisdiction, or has been convicted of a criminal offence (not including minor criminal offences / infractions);
The Client has been declared bankrupt or is the subject of an investigation by a governmental, professional or other regulatory or statutory body in any jurisdiction; - the Client has transferred funds to his Company that have not been properly declared for tax purposes and the full amount of such funds or parts of it represent the proceeds of fiscal crime or evasion; - Design machine is required to do so by the Government, the Authorities,
In such event the Client must seek legal council and will not involve the Design Machine or Blue Brain LLC.
Unless otherwise stipulated, all prices referred to in this Agreement, Design machine’s associated price list, Fees, charges, rates and quotations are indicated as exclusive of VAT. Accordingly, Design machine shall be entitled to add VAT, at the applicable rate, to any price levied by it in terms of this Agreement.
C. OTHER PROVISIONS
The information provided in the Design Machine program is for educational purposes only and does not constitute financial advice. The client acknowledges seeking financial advice from a certified financial advisor.
The Design Machine shall provide a domain for the Client.
The domain will only be provided for 1 calendar year from the date of enrollment. The client is responsible for domain renewal fees after the first year.
The cost of the domain is subject to the approval of the Design Machine only. The client may not specify or request domains outside the budget and discretion of the Design Machine and Blue Brain LLC.
The Client appoints Harvard Business Services its agent to transact on behalf of the company authorises Design machine to administer the portal information on behalf of the company in jurisdictions where a portal service is available. Portal transactions include and are not limited to: incorporation; visa; amendment; renewal; cancellations and other transactions. Portal credentials will be stored securely and password protected by Design machine.
All fees, renewals and additional incorporations can be setup by the client via his portal. The Design and Blue Brain LLC are not liable for any portal activity and such activity is exclusively between the client and Harvard business Services Inc.
The Client shall provide full details of and promptly inform the Design machine and Harvard Business Services Inc. of any changes to his usual residential address, telephone number, fax number and any email address in addition to any business or other contact address provided by the Client.
All instructions or requests for action shall be transmitted to The Design Machine by the Client in writing. Design machine may, at its discretion, agree to act on any request or instruction given otherwise than in writing but in either case Design machine shall not be liable in respect of any error or omission occasioned in processing such instruction or request particularly those arising from errors of transmission or misunderstanding.
Communications in relation to the administration of the Company, including annual invoices, may be sent by post, facsimile, email or by such other method as the Client shall authorise. All communications shall be deemed to have been properly communicated to the Client if sent to the postal address, facsimile address or email address notified to Harvard Business Services Inc. by the Client in accordance with this Agreement and all such communications shall be deemed to have been properly received by the Client seven (7) days after posting or transmitting such communication to the Client. It shall not be necessary for Design machine to provide proof of postage or transmission.
The Design machine and Blue Brain LLC shall not be liable for any failure to comply wholly or in part with any instruction or request and shall not be responsible for non-receipt of instructions. The Client shall have no claim whatsoever against Design machine or Blue Brain LLC in respect of anything done or omitted to be done or in respect of any exercise of any discretion unless the same shall involve dishonesty.
The Client authorizes Design machine to provide any information or data relating to the Client or beneficial owners of the Company to the Authorities or other regulatory bodies if/when required by any local, federal or international law.
Design machine shall be entitled to retain commissions or retrocessions received from any third party or intermediary with whom Design machine arranges deals on behalf of the Client or Company or to whom Design machine introduces the Client or the Company. The Client accepts that any commission or retrocession received by Design machine shall not be used to settle any outstanding sums or set off any future sums due from the Client to Design machine.
The Client shall at all times hereafter indemnify and keep indemnified The Design Machine and Blue Brain LLC against all actions, suits, proceedings, claims, demands, costs, charges, expenses and consequences whatsoever which may be taken or instituted against Design machine or which may be incurred or become payable by Design machine by reason of or on account of:
Information provided within the Design Machine training
The Design machine having acted or declined to act on any instructions or otherwise pursuant to this Agreement;
The Design machine, its associated companies, employees or representatives being liable directly and/or indirectly for breach of contract, negligence or any other liability arising under or in relation to this Agreement, unless such liability cannot be excluded under the laws of the Delaware, United States and the laws of the United Arab Emirates;
The Design machine’s failure to provide a Service for a reason outside of The Design machine’s control;
Any malfunction or delays associated with the provision of Services related to Trade Licenses and/or Residence Visas;
Any failure, delay and/or inconsistency in providing any PRO services in the Delaware, United States that are observed by any PRO, Authority and/or Government, including the event that any documents are misplaced or destroyed; 6. any changes in policy, processes, procedures, fees or requirements of the Authorities or the Government;
Any delays, whether or not they result in fines, business loss or any other consequence, caused by security checks that are conducted at the sole discretion of the Authorities or the Government.
The provisions as stipulated in Clause C.7 shall continue to apply in full force and effect even after this Agreement has ended, or has otherwise been terminated or cancelled.
In its brochure and other materials Design machine provides information, inter alia, on company formation and other commercial matters. Such information does not purport to be legal or other professional advice and shall not be taken to constitute such advice or used or relied upon by the Client as such. The Client shall take his own independent advice on any matter relating to the Company and any Services provided by Design machine that may affect or concern the Client and his personal affairs and shall not rely upon any representations (whether oral, written, expressed, implied or otherwise) made by Design machine, its employees, agents or representatives.
Design machine has internal anti-bribery procedures and a zero-tolerance approach to bribery and related acts and offences and reserves the right to terminate this Agreement if Design machine suspects that any bribery or bribery related offences are being committed or about to be committed by the Client or by any persons associated with the Client.
To satisfy Design machine’s due diligence requirements, upon request the Client shall provide The Design machine and Blue Brain LLC with whatever information The Design machine or Blue Brain LLC may reasonably require about the background of the Client and beneficial owners of the Company, source of funds and/or the dealings and the business of the Company. The Client shall notify Design machine of any changes to such information and shall not change or permit any change to the beneficial ownership of the Company without giving prior notice of the proposed change to The Design machine in writing.
In the event that The Design machine is not willing or able to provide Services due to the Client’s failure or inability to satisfy Design machine’s due diligence requirements or for other reasons beyond Blue Brain LLC’s control, The Design machine shall be entitled to be paid for work undertaken on a time-spent basis at the applicable rates with respect to the same.
The Design machine shall be entitled to amend these Terms & Conditions and associated Fees and price lists from time to time provided that The Design machine shall give notice where possible to Clients before such amendments take effect. All notices shall be deemed to have been given to the Clients, if such notices are published on Design machine’s website and/or if the Clients have been informed by post, facsimile, email, in person or verbally, but not limited to, over the phone.
18. The Client acknowledges that this Agreement contains the whole Agreement between The Design machine and the Client. Any oral representations are specifically excluded unless the same are agreed in writing between The Design machine and the Client.
19. This Agreement shall be governed by the laws of the United States of America and by extension, the laws of the United Arab Emirates. Any dispute in relation to the validity, interpretation or application of the provisions of this Agreement shall be finally and conclusively resolved by arbitration under the DIFC Rules and Procedures of Arbitration. The venue of arbitration shall be in Dubai, Delaware, United States and the language of arbitration shall be English. The arbitration shall be conducted by three (3) arbitrators who shall be selected by the Chairman of the DIFC from amongst the Resident Partners of the top five (5) International Law Firms practicing in the Delaware, United States.
Notwithstanding the provisions of C.15 hereinabove, The Design machine hereby reserves the right to commence proceedings and/or to commence and/or enforce execution proceedings against the Client and/or the Company in DIFC and/or any other court/competent jurisdiction that The Design machine may elect and consider appropriate.
Each provision of these Terms and Conditions is severable and distinct from the others and if any provision is, or at any time becomes, to any extent or in any circumstances invalid, illegal or unenforceable for any reason that provision shall to that extent be deemed not to form part of these Terms and Conditions but the validity, legality and enforceability of the remaining parts of these Terms and Conditions shall not be thereby affected or impaired, and every provision of these Terms and Conditions shall be and remain valid and enforceable to the fullest extent permitted by the laws of the Delaware, United States.
D. REFERRAL TERMS
A ‘Referrer’ is an individual making an introduction of a prospective Client to Design machine.
A ‘Referee’ is the individual/body being introduced with such intention that they should become a Client.
A ‘Referral’ is the introduction of such an individual/body to Design machine and must contain the referee party’s details such as full name(s), email address(es) and contact number(s) as well as the full bank details of the referrer.
Only Referrals resulting from an introduction made directly via an email to info@designmachine.org or via The Design Machine affiliate program on the webpage https://designmachine.org will be entertained and considered as Referrals. Any Referrals made in retrospect will not be deemed payable should the correct and approved channels not have been used as a method of Referral.
Referee details must be received by The Design machine by the Referrer in advance of the Referee contacting Design machine.
The reward for a successful Referral is up to $100. This reward shall only be deemed payable within two (02) calendar months after such time that the Referee has completed and successfully submit their license application and all payments in relation to that license application have been received by The Design machine.
For the avoidance of doubt the Referrer shall be responsible for all taxes, levies and fees chargeable by any government, authority or other legislative body which are due to payment of the Fee.
Design machine reserves the right to delay or demand further evidence at its sole discretion.
NAME SIGNATURE DATE ______/______/____________ DD / MM / YYYY DATE OF ISSUE: 01- 01- 2023