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TERMS OF BUSINESS:

By choosing to make use of the Company Formation, Registered Agent, Director, Secretary & Shareholder services and Registered Office services of Hugh G. O’Neill & Co. the Company and the Client agree to accept all the following terms of business.

THIS AGREEMENT:
1.    Definitions:
1.1     “Registered Agent”  means Hugh G. O’Neill & Co., any affiliate company  and   each of its employees, agents, officers and servants from time to time who are engaged in providing the services;

“Company” means any one or more companies in respect of which the Registered Agent provides Services at the Client’s Request;

“Client” means the instructing party and the Client of record for the Company individually or jointly, as the contact requires; 

“Services” means Company Formation, Registered Office and Registered Agent Services and any other ancillary services as may be agreed between the parties from time to time; and

“the Islands” shall mean the Turks and Caicos Islands. 

1.2    These Terms of Business together with the Registered Agent’s applicable Client Form (“the Client Form”) constitute the exclusive basis upon which the Registered Agent provides services to the Company.
1.3    When Services are provided pursuant to this Agreement the representation relating to the Client will be deemed automatically to apply, unless the Client advises the Registered Agent to the contrary and are given in consideration of the Registered Agent agreeing to provide the Services to the Company.


2.  The Registered Agent, Director, Secretary & Shareholder:

2.1    The Registered Agent will provide the Services (or such other Services as may be agreed in writing between the Client and the Registered Agent) with reasonable skill and care and in all cases as soon as reasonably practical.  Time shall not be of the essence in this Agreement.

2.2    The Client acknowledges that in connection with the provisions of the Services, the Registered Agent may be instructed by the Client to instruct a legal adviser or other third party provider of Services on behalf of the Company.  Any cost associated by the Services provided by any such third parties shall be invoiced to the Client and settled by the Client.

2.3    The Registered Agent undertakes, where applicable, to observe the nexus between the Client and their client or the Shareholders of the Company, as the case may be, and shall only take instructions from the Client and/or the Company.  Subject to Clause 5.2, no instructions regarding the Company shall be taken from such third party or any information regarding the Company or Client provided to such third party without the Registered Agent having first obtain permission of the Client and/or the Company.  

2.4     Should it be required the Registered Agent shall provide Nominee Director and Secretary positions. If required the Nominee Director and Secretary shall be responsible for executing the Company’s Annual Returns or Annual Declarations and other documents requiring the Company’s Seal.

2.5    The Registered Agent may also provides a Nominee Shareholder secured by a Trust Declaration in favour of the Client.

3.     The Client:

3.1    The Client shall provide to the Registered Agent such information as the Registered Agent considers necessary to ensure that the Company complies with all applicable legislation.

3.2    The Client is responsible for ensuring that the information provided in the Client Form is correct and that any person responsible for doing so has taken all necessary tax and legal advice in all relevant jurisdictions outside the Turks and Caicos Islands with regard to the establishment and operation of the Company and ensuring that the activities or proposed activities of the Company will not breach the laws of any relevant jurisdiction.  The Registered Agent is not responsible for advising the Client in relation to any matter.

3.3    In order to enable the Registered Agent to meet its legal and regulatory obligations in respect to the Company, the Client and the Company shall keep the Registered Agent fully and properly informed of any changes in the issued Shareholdings of the Company as well as any changes in the Directors and Officers of the Company.

3.4    The Client and the Company shall immediately inform the Registered Agent of any other matters that might affect the Company and/or the Registered Agent’s willingness to provide, or continue to provide, any of the Services or of any matter that is material to the affairs of the Company.
4.    Fees & Invoicing:
4.1    The Registered Agent’s Schedule of Fees is that which have been agreed upon between the Registered Agent and the Client and in the absence of such agreement, shall be the fees and charge of the Registered Agent as published from time to time.

4.2    The Registered Agent shall not be required to incur any expenses or make any payments in the course of providing the Services unless the Registered Agent has received sufficient funds in advance.

4.3    Invoices for the Services to the Company (which will include the amount of any disbursements incurred on behalf of the Company) will be rendered to the Client’s address unless another addressee is otherwise agreed to in writing with the Registered Agent.  The Client agrees to pay and discharge any such Invoice forthwith on demand in the event that it remains unpaid thirty (30) days after the due date for payment.  Terms of Payment are settlement within thirty (30) days.  If terms are not adhered to the Registered Agent reserves the right to charge interest on overdue accounts at the rate of 1% per month and refuse to provide any further services to the Company until all outstanding invoices are settled.

5.      Information and Confidentiality:
5.1    Subject to Clause 5.2 the Registered Agent shall use all reasonable endeavours to keep confidential information provided to it by the Client or the Company including the information provided in the Client Form.  

5.2    The Client acknowledges that the Registered Agent is bound by regulatory and other obligations under the laws of the Turks and Caicos Islands and agrees that any action or inaction on the part of the Registered Agent in carrying out such obligations shall not constitute a breach of the Registered Agent’s duties hereunder.

5.3    Any report, letter, information or advice the Registered Agent gives the Client pursuant to its representation of the Company is given in confidence solely for the purposes of such representation and is provided on condition that the Client undertakes not to disclose same without the Registered Agent’s prior written consent.

5.4    The Registered Agent shall not be required or obliged to take any action which it considers to be unlawful or improper or which may cause it to incur any personal liability and the Registered Agent shall not be liable for refusing to take any such action.

5.5    Notwithstanding any provision hereof the Registered Agent shall be entitled and is irrevocably authorized to open and read all and any correspondence, letters, faxes, or other communication received by the Company and/or the Registered Agent on behalf of the Client or the Company.  The Client shall be duly informed of any mail received by the Company and shall be given an opportunity to subscribe to a mail forwarding services provided by the Registered Agent (the conditions and terms of which are provided either on request or when mail is first received for a specific Company).

5.6     The Client shall provide instructions verbally (both on the telephone and in face to face meetings) and via written instruction (including email, fax and other written correspondence). Hugh G. O’Neill & Co. shall not be liable for any loss (financial or other) that may occur as a result of a breach of the Client’s means of communication.

6.    Notices: 

Any Notice or other document to be served on a disagreement must be in writing and may be delivered by hand or sent by prepaid letter post or fax transmission to the party to be served at that party’s address as provided (or as varied from time to time) by Notice in writing.

7.    Assignment:

The terms of this engagement shall be binding upon and ensure for the benefit of the successors of the parties but shall not be assignable in whole or in part where any party without the prior written consent of the other parties provided that the Registered Agent shall be entitled to assign its rights or liabilities hereunder by not less than Twenty Eight (28) days’ notice to the Client.

8.    Termination and Suspension of Services:

8.1    The Registered Agent or the Company may terminate the Services by giving no less than ninety days (90) days written Notice to the other party.  In such event the obligations of the parties (save and set out in 8.4 and in respect of antecedent breaches) shall cease and terminate.

8.2    This Agreement may be terminated with immediate effect with Notice in writing by either the Company or the Registered Agent in the event that;

(a)      The other party commits any material breach of its obligations under this 
   Agreement or under any other Agreement between the parties; or

(b)      The other party goes into liquidation (except for the purposes of a bona fide solvent amalgamation or reorganization) or is declared bankrupt; or bank   petition is presented against it or a Receiver or Registered Agent is appointed in respect of it.
8.3    The Registered Agent shall be entitled to either resign as Registered Agent by written Notice for a particular Company or terminate this Agreement with immediate effect by written Notice to the Company, in the event that any legal proceedings are commenced against the Company or the Client (including any injunction, investigation proceedings or any incident that may bring the reputation or standing of the Registered Agent into disrepute).
8.4    Termination shall be without prejudice to any rights or liabilities with any party either arising prior to termination or arising in respect of any act or omission occurring prior to termination.
8.5    In the event of termination the Registered Agent shall not be obliged to return all or any part of the fees or expenses paid to it hereunder (save for amounts paid on account of disbursement to be incurred).
8.6    In the event of termination the Registered Agent, the Company and the Client shall each arrange that all such acts may be done as necessary to give effect to such termination and the Client shall within thirty (30) days from the date of termination secure the appointment of a successor Registered Agent and the Registered Agent shall, subject to payment of all amounts due it, cooperate with the Client in relation to such appointments.
8.7    The Registered Agent shall be responsible for the filing of the necessary Resolutions/Minutes with the Registrar of Companies to effect the transfer of the Company or Companies to a successor Registered Agent and the applicable rate for undertaking this Service shall be invoiced prior to the filing of the Resolution/Minute.
8.8    The Client and the Company acknowledge, notwithstanding the right of the Registered Agent to terminate or suspend its services in accordance herewith, the Registered Agent (and/or its agents, and employees) may have continuing regulatory/fiduciary duties under applicable law.  Accordingly, without prejudice to its rights, it is agreed that the Registered Agent shall be entitled (but not obliged) to continue to provide Services so as to discharge such duties and shall be entitled to charge an applicable rate for the provision thereof.
9.    Entire Agreement:
These Terms of Business and the Client Form (including the Registered Agent’s Schedule of Fees) constitutes 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.

10.    Law and Jurisdiction:
This Agreement shall be governed and construed in accordance with the Laws of the Turks and Caicos Islands and any dispute arising in respect thereof shall be subject to the jurisdiction of the Courts of the Turks and Caicos Islands and the Company and the Client hereby submit to the jurisdiction of such Courts.

11.    Other Provisions:
11.1    The Registered Agent shall be entitled to amend these Terms of Business from time to time provided that the Registered Agent shall give reasonable advance Notice in writing to the Client before such amended Terms of Business shall take effect.
11.2    The Client shall provide full details of and promptly inform the Registered Agent of any changes in its contact details.
11.3    The Client shall at all times hereafter indemnify and keep indemnified the Registered Agent against all actions, suits, proceedings, claims, demands, costs, charges, expenses, and consequences whatsoever which may be taken or instituted against the Registered Agent by reason of or on account of the Registered Agent providing the Services pursuant to this Agreement.
11.4    The Client shall at all times inform the Registered Agent of any Charges (registerable securities) and provide the following information:
a.    if the charge is a charge created by the company, the date of its creation or, if the charge is a charge existing on property acquired by the company, the date on which the property was acquired;
b.    a short description of the liability secured by the charge;
c.    a short description of the property charged;
d.    the name and address of the trustee for the security or, if there is no trustee, the name and address of the chargee;
e.    details of any prohibition or restriction contained in the instrument creating the charge on the company’s power to create a future charge ranking in priority to or equally with the charge.
12.     Financial Records
    12.1 A company shall keep records that—
a.    are sufficient to show and explain the company’s transactions; and
b.    will, at any time, enable the financial position of the company to be determined with reasonable accuracy;
including all underlying documentation. “Underlying documentation” includes invoices, receipts, contracts and any other documents that—
a.    evidence—
i.    a transaction entered into by the company;
ii.    a sum of money received or expended by the company; or
iii.    an asset or liability of the company; or
iv.    assist in determining the financial position of the company
12.2.    The records and documentation required to be kept by a company under the Ordinance shall be kept—
a.    in hard copy; or
b.    either wholly or partly as electronic records that comply with the requirements of the Electronic Transactions Ordinance.

12.3    Records and documents kept in hard copy shall be kept as such place or places within or outside the Islands as the directors may determine and shall be retained for a period of seven years from the end of the financial year to which the records relate or if the company does not have a financial year from the calendar year to which the records relate.

12.4    A company shall provide the registered agent of the company with a written record stating where a record or document is kept and details of the person who controls the record if the record or document is kept at a place other than the office of the registered agent. If any document is kept in hard copy outside the Islands, the company shall ensure that the document is provided to the registered agent if requested by the registered agent.