Terms and Conditions

TERMS OF BUSINESS

Definitions

"RCFL" means Royal Company Formations Limited.

"Administrator" means RCFL.

"Indemnified Person" means the Administrator and each of its employees, agents, officers and servants from time to time.

"Company" means the company for which the Administrator is to provide Services.

"The Relevant Jurisdiction" means the place of incorporation of the Company.

"Owner" means the beneficial owner(s) of issued share capital of the Company.

"Domiciliary Services" means one or more of the following: -

1. Provision of officers to comply with the law of the Relevant Jurisdiction.
2. Provision of the Registered Office/Registered agent of the Company.
3. Maintaining the statutory records of the Company in accordance with the law of the Relevant Jurisdiction.
4. Keeping the Company's Minute Books; Attending meetings, taking, drafting, preparing and circulating minutes of meetings of the Company and its Board.
5. The filing of statutory returns by the Company and documents required under the laws of the Relevant Jurisdiction as the case may require.
6. Liaison with the auditors (where required) of the Company generally and in respect of the preparation of financial statements.
7. Maintaining copies of the books of account and of any necessary financial statements of the Company required to be kept in the Relevant Jurisdiction.
8. Handling the day to day affairs of the Company (other than accounting), including signing or countersigning cheques, dealing with correspondence, faxes and telephone calls.
9. Liaison with the Company and its shareholders and with the Company's bankers, managers (where applicable) and accountants and any other duly authorised agent of the Company.
10. Such other services as may be agreed in writing between the parties.
11. Where applicable retention of the common seal of the Company in accordance with the Constitution of the Company.

"Provision of Directors" means the Administrator using all reasonable endeavours to arrange for suitable persons to accept appointment as Directors of the Company. The directors will be responsible for the day to day operation and running of the Company and shall be entitled to control the bank accounts and other assets of the Company and transactions entered into by the Company.

"Fiscal Agency" means the provision of certain basic accounting services as required including one or more of the following:-

1. Keeping records of receipts and payments.
2. Reconciling the balances of the bank statements.
3. Maintaining the postings to the nominal ledger and other books of account.
4. Preparing un-audited accounts (reflecting the detailed accounting entries made) for consideration and approval by the directors of the company.
5. Maintenance of VAT records (if applicable) and submission of returns (if required).
6. Miscellaneous accounting services.

"Nominee Shareholders" means the provision of nominee shareholders in respect of the issued share capital of the Company on the basis of our standard documentation evidencing our appointment as nominees. This will form the basis of a separate contract between the beneficial owner of the share capital and this company.

"Re-mailing, Fax, Telephone and Office Facilities" means the reception of mail packets, fax messages and telephone messages etc. on behalf of the Company, whether at the Company's registered office in The Relevant Jurisdiction or elsewhere.

"Services" means the services comprising of one or more of Domiciliary Services, Provision of Directors, Fiscal Agency, Nominee Shareholders as agreed and as amended from time to time.

"Fees" means a schedule of our fees as at the date hereof is annexed hereto. Further, the Terms and Conditions attached contain details of our normal basis of charging fees and other matters related to our fees and invoicing arrangements.

"Guarantor" means the person or persons guaranteeing the payment of the fees, costs and expenses of the Administrator.

"Guarantee" means the separate contract between the Administrator and the Company and the Guarantor which will become effective once the company has been incorporated and structured accordingly.

Parties to the Contract

The following comprise the standard terms and conditions governing the relationships between: -

1. The Administrator,
2. The Company and,
3. The Owner.

Documents relating to contract

These Terms and Conditions constitute the exhaustive basis on which the Administrator is to provide services to the Company (and together constitute the "Agreement"). The Owner gives the undertakings and indemnities set out herein in consideration for the Administrator agreeing to provide the Services to the Company.

Contract Terms

1. The Administrator's duties

1.1 The Administrator is appointed to act by the Company and its duties are owed solely to the Company on the basis of these Terms and Conditions. The Administrator will provide the Services (or such other services as may be agreed in writing between the Company and the Administrator) with the reasonable skill and care of a professional corporate service provider in all cases as soon as reasonably practical. Time shall not be of the essence of this Agreement.

1.2 The Owner and the Company agree that in connection with the provision of the Services the Administrator may instruct legal and other advisors from time to time on behalf of the Company and it is agreed that such costs shall be covered by the indemnity arrangements referred to herein.

2. The duties of the Company and the Owner

2.1 The Owner and the Company agree on demand to provide to the Administrator such information, records and financial statements as it considers necessary in order to ensure that the Company complies with all applicable legislation and that any officers provided by it can perform their duties to the standard imposed by all applicable legislation.

2.2 The Owner is responsible for ensuring that he has taken and warrants that he has taken all necessary tax and legal advice in all relevant jurisdictions outside the Malta with regard to the establishment and operation of the Company and for ensuring that the activities or proposed activities of the Company will not breach the laws of any relevant jurisdiction. Save as agreed in writing the Administrator is not responsible for advising the Owner in relation to any matter.

2.3 In order to enable the Administrator to meet its legal and regulatory obligations in respect of the administration of the Company, the Owner and the Company agree to keep it fully and promptly informed of the beneficial ownership of the issued share capital of the Company and of any changes or dealings in relation thereto (whether by transfer or grant of option or agreement to do so or otherwise).

2.4 The Owner and the Company undertake forthwith to inform the Administrator of any other matters that might affect the Company and/or the Administrator's willingness to provide, or continue to provide, any of the services or any matter that is material to the management of the affairs of the Company.

1. The Owner irrevocably agrees that the Administrator can (but shall not in any event be obliged to) rely on communications received from him in determining what steps it is required to take in administering the Company.
2. No reference will be made to the Registered Office address of the Company in any advertisement or public announcement without the specific consent of the Administrator thereto.

2.7 From time to time, it may be necessary for the registered office address(es) of the Company to be changed. The Administrator undertakes to give the Owner and the Company as much advance notice as possible of any such move but it will not accept responsibility for any costs incurred by the Owner or the Company as a result thereof.

2.8 The Owner hereby agrees to inform the Administrator immediately upon changing his usual business address or residential address or telephone or fax number or email address in addition to any other contact address provided by the Owner.

1. Upon request the Owner and the Company agree to provide the Administrator with whatever information it may reasonably require about the background of the Owner, and or the business dealings and transactions of the Company.
2. The Administrator shall be entitled and is irrevocably authorised to liquidate any assets to which the Company has full title to discharge any liability that the Company has incurred and the Company and the Owner will give every assistance to the Administrator in this action.

3.0 Fees and invoicing arrangements

3.1 A schedule of the Administrator's scale of charges as at the date of this agreement is shown overleaf. Subject to any contrary agreement in relation to annual or other periodic charges the Administrator shall be entitled to vary such scale of charges by not less than 45 days notice. All fees and charges are exclusive of VAT and other applicable duties (if any), which shall be payable in addition to such fees and charges.

3.2 Our fees for the provision of Services are calculated on the basis of undertaking the minimum work required to comply with the Company's statutory requirements. The fees for any additional work undertaken are calculated on either the basis of time spent, or in accordance with our administrative fee schedule, the basis used being at the sole discretion of the Administrator. A copy of the Administrative fee schedule is available upon request.

3.3 The Company agrees forthwith on demand to indemnify the Administrator in respect of all and any liabilities, costs or expenses incurred by the Administrator in the course of providing the Services. The Administrator will not be required to incur any expenses or make any payments in the course of providing the Services unless the Administrator has received sufficient funds in advance.

3.4 Fee notes or Invoices (including disbursements incurred on behalf of the Company) will be rendered to the Company periodically. The Owner agrees to pay and discharge any such invoice forthwith on demand in the event that it remains unpaid 30 days after the due day for payment.

3.5The Administrator shall be entitled and is irrevocably authorised to withdraw funds from any moneys held by it on behalf of, or any account managed by it on behalf of, the Owner and/or the Company in order to discharge all and any fees and expenses payable hereunder.

3.6 the Company and the Owner agree that the Administrator and its associated companies and their officers, agents and employees shall be entitled to retain any commission or fee which is paid or may become payable to them notwithstanding that such commission or fee is payable as a direct or indirect result of this appointment or any dealing with property which is or may become associated with the appointment hereunder.

3.7 If the Owner or the Company no longer require the Services provided by the Administrator, then within 30 days of receipt of the invoice for the forthcoming year's services then the Owner or the Company shall advise the Administrator accordingly. If the Owner or the Company do not inform the Administrator then they shall be deemed to have accepted liability to pay for the Services for the forthcoming 12 months period and shall be liable for the payment of the fees in full.

4. Indemnity and Limitation of Liability

4.1 To the extent permitted by law the Owner and the Company jointly and severally undertake and agree to indemnify each Indemnified Person against all and any costs, claims, losses, expenses, damages and liabilities whatsoever (including without limitation legal costs and expenses) that may be incurred or suffered by any Indemnified Person however arising (other than by reason of fraud or dishonesty on the part of any Indemnified Person) in connection with the provision of the Services or the performance of this Agreement and/or their duties as officers of the Company. The Administrator accepts this indemnity for itself and as trustee for each Indemnified Person.

4.2 The Administrator shall not be liable to the Owner or the Company in respect of anything done or omitted to be done by the Administrator under this Agreement Provided that this provision shall have no application to any liability for death or personal injury arising from the negligence of the Administrator or any Indemnified Person or to any liability arising as a result of fraud on the part of the Administrator or any Indemnified Person.

4.3 In its brochure, Internet web site, and other materials the Administrator provides information inter alia on corporate, trust and other matters. Such information does not purport to be legal, accounting or other professional advice and cannot be taken to constitute such advice.

5. Information and confidentiality

5.1 The Administrator agrees that where the Owner or the Company gives it confidential information subject as stated herein it shall use all reasonable endeavours to keep it confidential.

1. Without prejudice to the said duty of confidentiality, the Administrator reserves the right to act for other clients (including competitors of the Owner/Company).
2. The Owner and the Company acknowledge that the Administrator is bound by regulatory and other obligations under law of the jurisdiction in which the services are provided and the jurisdiction of incorporation of the Company and agree that any action or inaction on the part of the Administrator as a result thereof shall not constitute a breach of the Administrator's duties hereunder.

5.4 Any report, letter, information or advice the Administrator gives to the Owner during this engagement is given in confidence solely for the purpose of this engagement and is provided on condition that the Owner undertakes not to disclose the same, or any other confidential information made available to the Owner by the Administrator without its prior written consent.

5.5 The Administrator shall not in any event be required or obliged to take any action which it considers to be unlawful or improper or which may cause it or any Indemnified Person to incur any personal liability and the Company and the Owner agree that the Administrator shall not be liable for refusing to take any such action.

5.6 Notwithstanding any provision hereof the Administrator shall be entitled and is irrevocably authorised to open and read all and any correspondence, letter, fax or other communication received by the Company and/or it on behalf of the Company or the Owner.

5.7 The Owner authorises the Administrator to make any credit reference searches or other enquiries in accordance with its normal procedures.

6. Monies held by the Administrator

6.1 Monies held by the Administrator on behalf of the Company and/or the Owner shall be held in a clients trust account in trust for the Company or the Owner as the case may be Provided that for the avoidance of doubt the Company acknowledges that any money held in the Company's bank account shall not be held in a trust account.

6.2 The Administrator shall use all reasonable endeavours to procure that amounts held in clients trust accounts are interest bearing at a reasonably competitive rate of annual interest and shall provide details of such rates from time to time on request, provided that no interest shall be payable in respect of balances not exceeding £10,000.

6.3 All interest earned on monies held in accordance with clause 6.2 hereof shall accrue for the sole benefit of the Owner or the Company as the case may be and shall be credited to the relevant account.

7. Notices

7.1 Any notice or other document to be served under this Agreement must be in writing and may be delivered by hand or sent by pre-paid letter post or facsimile transmission to the party to be served at that party's last known address (or as varied from time to time by notice in writing in accordance herewith from time to time).

7.2 The Company/Owner hereby authorise the Administrator to communicate with them by unencrypted electronic mail and agree that the Administrator shall have no liability for any loss or liability incurred by the Owner/Company by reason of the use of electronic mail (whether arising from viruses or otherwise) and hereby release the Administrator from any such liability. The Administrator shall not be liable for any loss or damage caused by the transmission by it of an infected email.

8. Assignment

The terms of this engagement shall be binding upon and enure for the benefit of the successors of the parties but shall not be assignable in whole or in part by either parties without the prior written consent of the other Provided that the Administrator shall be entitled to assign its rights and liabilities hereunder by not less than 28 days notice to the Company and the Guarantor and the Owner.

9. Termination and Suspension of Services

9.1 This Agreement may be terminated by the Administrator or the Company giving 60 days written notice (or such shorter notice as the other parties may agree to accept) to the other parties whereupon this Agreement and the obligations of the parties (save as set out in clauses 4 and 5 and in respect of antecedent breaches) shall cease and terminate.

9.2 This Agreement may be terminated with immediate effect by notice in writing by either the Company or the Administrator in the event that:-

1. the other party commits any material breach of its obligations under this agreement or under any other agreement between the parties; or
2. the other party goes into liquidation (except for the purpose of a bona fide solvent amalgamation or re-organisation) or is declared bankrupt; or a bankruptcy petition is presented against him or a receiver or administrator is appointed in respect of it; or
3. any encumbrance takes possession of a material part of the property of the other party or execution is levied in respect of the other party's assets; or (d) anything analogous to any of the foregoing occurs in relation to the other under the law of any jurisdiction.

9.3 The Administrator shall be entitled to terminate this Agreement with immediate effect by written notice to the Company in the event that any legal proceedings are commenced against the Company (including any injunction or investigation proceedings).

9.4 Termination shall be without prejudice to any rights or liabilities of any party either arising prior to termination or arising in respect of any act or omission occurring prior to termination.

9.5 In the event of termination, the Administrator shall not be obliged to return all or any part of the fees and expenses paid to it hereunder (save for amounts paid on account of disbursements to be incurred).

9.6 In the event of termination the Administrator, the Company and the Owner shall each arrange that all such acts are done as may be necessary to give effect to such termination and the Owner shall within 30 days of the date of termination procure the appointment of a successor Administrator and replacement officers and the Administrator shall, subject to payment of all amounts due to it, co-operate with the Owner in relation to such appointments.

9.7 Upon the termination of this Agreement, the Administrator shall deliver to the Company or to whom it may direct all books of account, correspondence and records relating to the affairs of the Company which are the property of the Company and which are in the Administrator's possession.

9.8 In any case where the Administrator is entitled to terminate this Agreement hereunder the Administrator shall be entitled, without prejudice to such right to terminate, to suspend the provision of services hereunder for such period and on such basis as it may determine and during such period the Administrator shall not have any duty to provide any service hereunder.

9.9 The Company acknowledges that notwithstanding the right of the Administrator to terminate or suspend its services in accordance herewith the Administrator (and/or its officers, agents and employees) may have continuing regulatory/fiduciary duties under applicable law. Accordingly, without prejudice to its rights, it is agreed that the Administrator shall be entitled (but not obliged) to continue to provide services so as to discharge such duties and shall be entitled to charge it's applicable rate for the provision thereof and without prejudice to the generality hereof the Administrator reserves the right to cause the Company to be dissolved in accordance with applicable law in such circumstances.

10. Entire Agreement

These Terms and Conditions constitute the entire agreement between the parties in relation to the provision of services to the Company and may only be varied by agreement in writing signed by or on behalf of the parties (save that the fees chargeable hereunder shall be variable as stated in the fee schedule).

11. Law and jurisdiction

11.1 Any dispute or difference arising out of or in connection with this agreement shall be referred to and be determined by a sole arbitrator ("the Arbitrator") such arbitration to be held in the Malta, or if the Administrator considers it more convenient or appropriate, elsewhere. The Arbitrator shall be appointed by agreement between the parties or in default of agreement by the president for the time being of the Law Society of the Malta. For the avoidance of doubt all parties to this agreement agree that the decision of such arbitration shall be binding on all parties to that arbitration.

11.2 These Terms and Conditions and the Agreement shall be governed by and construed in accordance with Malta law and any dispute arising in respect thereof shall be subject to the exclusive jurisdiction of the Malta Courts and the Company and the Owner hereby submit to the exclusive jurisdiction of the Malta Court.