TERMS OF BUSINESS
CAVENDISH TRUST COMPANY LIMITED of 31-37 North Quay, Douglas, Isle of Man, IM1 4LB, British Isles, the Corporate Service Provider (“the CSP”)
(A) The Client has requested the CSP provide administrative and other services to the Company.
(B) The Company has agreed to engage the CSP to provide such services to the Company.
(C) The CSP has agreed to provide such administration and other services to the Company upon and subject to the terms and conditions of this Agreement.
WHEREBY IT IS AGREED as follows:-
1.1 In the interpretation and construction of each and every provision hereof
1.1.1 words in the singular shall include the plural and words in the plural shall include the singular;
1.1.2 words importing the masculine gender shall include the feminine and words importing the neuter gender shall include the masculine and feminine genders and vice versa.
1.2 Terms used in this Agreement include the following definitions
1.2.1 “Client” shall include his heirs, executors, administrators, personal representatives, nominees and agents;
1.2.2 “CSP” shall include the CSP’s successors or assigns, the directors, servants, agents, employees, grantees and/or nominees of the CSP and any associated or subsidiary company of the CSP;
1.2.3 “Employees” shall include all directors, officers, employees, consultants and agents of the CSP, including any such directors, officers, employees, consultants or agents acting as directors;
1.2.4 “Grantees” shall include heirs, assignees, personal representatives, estates and successors and assigns, as appropriate, and with regard to a corporate entity includes the officers and employees of that corporate entity from time to time and their respective heirs, assigns, personal representatives, and estates or successors and assigns, as appropriate, of such officers and employees;
1.2.5 “Services” means those services set out in Clauses 5 and 6 hereof.
- The Company hereby appoints the CSP and the CSP agrees to act with effect from the date of this Agreement until this Agreement shall be terminated as hereinafter provided.
- The Client and Company jointly and severally agree to be liable as principal to the CSP for all fees, costs, charges and expenses becoming due and payable to the CSP from time to time in respect of any work undertaken by the CSP on behalf of the Company, including the reimbursement to the CSP of all reasonable out of pocket expenses and/or other monies disbursed by the CSP in the discharge of its responsibilities hereunder and in provision of the Services.
- The Fee Quote forms part of this Agreement and provides details of the level of fees applicable and how they are levied, unless alternative arrangements have been agreed in writing between the parties. The fees are subject to revision by the CSP in writing from time to time.
3.3 The circumstances affecting the level of administration fees, taking into account what is fair and reasonable, include the following:
3.3.1 The complexity and novelty of the case/ activity of the Company;
3.3.2 The specialised knowledge required;
3.3.3 The monetary amount or other value of the matter;
3.3.4 The number and length of documents and time expended; and
3.3.5 The urgency of the matter.
3.4 The CSP reserves the right to charge interest at the rate of 2.5% per month on amounts outstanding after 30 days from the date the fee note was first provided to the Company or the Client.
3.5 The CSP reserves the right to cease providing the Services should any fee note remain unpaid for a period of 60 days from the date the fee note was first provided to the Company or the Client.
- Monies held on behalf of the Client and/or the Company in the CSP’s general client account shall not accrue interest unless the CSP receives prior written instructions from the Client so to do.
- During the subsistence of this Agreement the CSP shall undertake or arrange to undertake some or all of the following Services:
5.1 the provision of directors and alternate directors to the Company;
5.2 the provision of a secretary to the Company;
5.3 the provision of shareholders to the Company;
5.4 the provision of Registered Agent, registered office/administrative office to the Company;
5.5 the maintenance of the register of members, share certificate book, minute book and all and any other statutory records of the Company;
5.6 the safekeeping of such records as aforesaid and the Company Seal;
5.7 the preparation and submission of the annual return of shareholders of the Company;
5.8 the arrangement of Annual General Meetings of the Company; and
5.9 the provision of administration services to the Company.
- In addition to the Services, the CSP shall undertake the following duties:-
6.1 arrangement of such meetings of the board of directors of the Company as may from time to time be required in regard to the affairs of the Company;
6.2 provision of secretarial facilities to the Company including (but without prejudice to the generality of the foregoing) the preparation of correspondence on the Company’s behalf, the maintenance of financial records for the Company PROVIDED ALWAYS that sufficient information in regard to the financial affairs of the Company shall be available to the CSP to enable it to discharge its obligations hereunder (and for the purposes of this Agreement the decision of the CSP as to what constitutes “sufficient information” shall be final and binding between the parties hereto).
6.3 such other work or services as may be agreed from time to time in writing between the parties hereto, including attendance at meetings outside the Isle of Man for which fees will be commensurate with the time spent off Island, plus all relevant travel, hotel and related expenses.
- The CSP shall be entitled to remuneration as per Clause 3 and in consideration of the Services defined in Clause 5 and Clause 6 hereof being a sum commensurate with the work or duties undertaken which sum shall reflect the nature of the work or duties, the responsibility and expertise required and time expended in connection therewith and, in appropriate cases, the benefit accruing to the Company and/or the Client in consequence thereof. The Client agrees that, at the CSP’s sole discretion, the CSP may receive remuneration from third parties in connection with a transaction effected by the CSP with or for the Client and that the remuneration may be in the form of, but not limited to, commission, agreed fees, and interest.
- The CSP shall have full power and authority to delegate the performance of the Services and any of its duties hereunder to such persons and upon such terms and conditions as the CSP shall consider appropriate.
- The Client covenants as follows:-
9.1 not to take any action or undertake any business for or on behalf of or in the name of the Company or otherwise commit the Company or hold himself out as being associated or connected with the Company without first obtaining the written authority of the board of directors of the Company;
9.2 in any event to keep the CSP fully informed with the minimum of delay in regard to all actions or business undertaken for and on behalf of or in the name of the Company by the Client, his servants, agents or nominees;
9.3 not to give any instructions or make any requests to the CSP which would cause the CSP or the Company to infringe the law of any country;
9.4 not to engage, encourage or illicit any action by any means whatsoever that infringes the Bribery Act policy of CTCL and/or the Bribery Acts of the Isle of Man and the United Kingdom;
9.5 to ensure that any information given to the CSP by the Client, his servants, agents or nominees is true and accurate in all respects; and
9.6 to at all times save harmless and keep indemnified the Company, its shareholders and officers including its officers, shareholders, employees and their respective estates and effects from all costs expenses and liabilities whatsoever which they or any of them may have incurred or may hereafter incur in the execution or purported execution of any act arising out of or in connection with any thing in respect of acting as administrator, company officer or shareholder of the Company.
- The Client warrants to the CSP as follows:-
10.1 that appropriate tax and legal advice has been taken in connection with the Client’s involvement and ownership of the Company and a copy of such advice shall be made available to the CSP on written request;
10.2 all and any funds introduced to the Company are from a recognised and professional source; and
10.3 that the Client neither represents nor acts in any manner whatsoever for any other person, individual or other, in relation to the beneficial ownership of the Company, either directly or indirectly, that has not been declared to the CSP under the terms, conditions and duration of this Agreement.
- The Client and the Company and each of them jointly and severally covenant with the CSP at all times hereafter fully and effectually to indemnity, keep indemnified, release and hold harmless the CSP or procure the CSP to be held harmless and indemnified on a full and unlimited indemnity basis from against and in respect all actions, proceedings, claims and demands and any costs incidental thereto including (without prejudice to the generality of the foregoing) all commission, all legal, professional and other similar expenses, fees and disbursements and VAT on them (whether directly or indirectly), which may be brought against, suffered or reasonably incurred by the CSP by reason of the performance of its duties hereunder and in particular (but without limitation) this protection and indemnity shall extend to any such items as aforesaid as shall arise as a result of loss, delay, misdirection, non-receipt or error in the delivery of any item of mail, e-mail or in the transmission of any cable, telex, facsimile or telegraphic communication PROVIDED ALWAYS that nothing herein shall in any case where the CSP has failed to show the degree of diligence or care required of it hereunder exempt the CSP from or indemnify it against any liability arising in respect of any negligence, default, breach of duty or trust of which it may be guilty in relation to its duties.
- Nothing in this Agreement shall be construed as requiring the CSP to take any legal action in regard to the affairs of the Client, the Company or otherwise unless fully indemnified to its complete satisfaction in respect of all costs and liabilities that may be incurred (including adverse costs orders) by the CSP or suffered by the CSP in respect of such action and if the Client or the Company requires the CSP to take any action of whatsoever nature which in the reasonable opinion of the CSP might make the CSP liable for the payment of money or liable in any other way the CSP shall be and be kept indemnified in any reasonable amount and form satisfactory to the CSP as a prerequisite to taking such action .
- The CSP shall be entitled to terminate this Agreement by giving not less than ninety days notice in writing to the Company and/or the Client and the Client or the Company shall be entitled to terminate this Agreement by giving not less than ninety days notice in writing to the CSP.
- The CSP may without such notice as is referred to in Clause 13 hereof terminate this Agreement at any time by giving notice in writing to the Company and/or the Client in any one of the following events:
14.1 if the Client shall be declared bankrupt or commit any act indicative of bankruptcy or insolvency, permit any judgment to be taken against him or commit any breach of his covenants or obligations in this Agreement;
14.2 if any monies due and payable to the CSP hereunder shall be in arrears for a period of twenty eight days whether lawfully demanded or not;
14.3 if the Company shall be placed into liquidation, be declared bankrupt or commit any act indicative of bankruptcy or insolvency or if a receiver is appointed in respect of any of the assets of the Company;
14.4 if the Company shall commit any breach of its obligations hereunder.
- In any case of non-disclosure to the CSP of any material fact, the CSP may terminate this Agreement with immediate effect. The CSP’s opinion of what is material is to be subjective and binding.
- Should this Agreement be determined for any reason the CSP shall be entitled to claim a lien over the books and records of the Company in respect of any monies due and payable to the CSP hereunder.
- Any notice required or authorised to be served pursuant to this Agreement shall be served on the Company at the Registered Office of the Company and shall be served on the Client at the address set out above or as maybe notified by the Client to the CSP in writing from time to time. Such service will be deemed due service on the Company and/or Client respectively. This shall constitute the sole basis upon which the CSP shall provide administrative and other services to the Company.
- The Client agrees that the CSP shall not in any way be responsible or liable for any loss arising from the appointment of an administrator, the transfer of the administration of the Client to the administrator or in respect of any act or default on the part of the administrator or the Client both in respect of the transfer or the continuing administration of the Client and that the indemnities granted herein extend beyond the termination of this Agreement and the transfer of administration and the release of the CSP from the services it provides under this Agreement.
19.1 The Client agrees that the CSP is the data controller of the information that the Client provides or is obtained through the CSP’s dealings with the Client.
19.2 The data may be shared within the CSP and with the CSP’s respective service providers and agents and may be used for administration, marketing, research, analysis, product development, customer profiling, internal monitoring, fraud and money laundering prevention and customer services. In addition, the CSP may disclose the data to appropriate regulatory authorities, to anyone having a legal right to the data and to anyone whom the Client appoints to act on the Client’s behalf.
19.3 The CSP may contact the Client (by post, telephone, e-mail or otherwise) to let the Client know about financial and related products or services which may be of interest unless the Client notifies the CSP otherwise.
19.4 The Client has a right to ask for a copy of his personal information held for which the CSP will charge a small fee.
19.5 The Client consents to the transferring of data and information to countries that do not provide the same level of data protection as the Isle of Man if necessary for the above purposes. If the CSP makes such a transfer, a contract will be executed to ensure the Clients data and information is adequately protected.
- If at any time the CSP and/or the whole or any part of the business of the CSP is transferred, sold or in any way passed to a successor (including a company, partnership or limited liability partnership), all work on which the CSP has been instructed by the Client and the Company may be carried out by the successor and references to “CSP” in these terms of business shall from the date of the transfer be interpreted as references to the successor firm. The term “successor” shall include any name changes of the CSP itself.
- This Agreement shall be governed by and construed in accordance with the Law of the Isle of Man which should be the forum for the administration of the Company and the parties hereto hereby agree to submit to the non-exclusive jurisdiction of the Courts of the Isle of Man.