When nominee services or company management services are provided by the Agent, any appointment or change of a nominee director, officer or shareholder will be at the discretion of the Agent and, unless expressly agreed otherwise, such services may be provided by a corporate or an individual director or shareholder.

The Agent shall take and accept instructions regarding the Company from the Client only, except as otherwise stipulated in this Article. Only, in case of death or incapacity of the Client to act (including, but not limited to, an incapacity to act resulting from actions of governmental institutions) the Agent shall accept instructions from third party (ies), if such has been appointed in writing by the Client and the identity and the conditions of the appointment of such third party have been indicated by the Client beyond reasonable doubt.

If several private individuals act jointly as Client in relation to the same Company, unless they have expressly instructed otherwise, the Agent shall only act on instructions which are given jointly by all of the Client individuals concerned.

The Client confirms and guarantees that any asset introduced to the Company is not derived from or connected to any illegal activity; that such asset belongs to the Client and the Client has full authority to transfer same to the Company, and the transfer of such asset does not constitute a fraud on the Clients' creditors.

The Client confirms and guarantees that the Company will not be used for any unlawful purpose and will not be involved directly or indirectly in any illegal or immoral transaction, including, but not limited to fraud, embezzlement, extortion, dealing in prohibited substances, terrorism, money laundering. If the Agent learns that the Company or the Client is involved in any such illegal transactions or activities, the Agent may immediately cease to provide any Services and do anything it considers appropriate in order to protect the interests of general public and the Agent itself.

The Client confirms and guarantees that no instructions given to the Agent will require or involve any unlawful act or contain any falsehood and that all information given, including the information given in the Order Form, is and will be accurate and that the Client will keep the Agent adequately informed of any changes in such information and will keep the Agent informed as to all business to be transacted in the name of the Company.

Due Diligence ("Know Your Customer"). As and when requested by the Agent, the Client shall provide to the Agent proofs of identity and sufficient identifying documentation for the Client and for all individuals and entities directly involved in the Company as shareholders, directors, account signatories, attorneys-in-fact or in any other similar capacity, unless such individuals or entities are already known to the Agent. Such due diligence documents may include a certified copy of passport, a recent original utility bill or other proof of address, a bank reference and/or other documents, as the case may be. The exact scope and form of such documents shall be determined by the Agent, following the respective financial services regulations in force in the United Kingdom (UK) and the United States of America (USA). The Client shall provide the Agent with any further written information the Agent may reasonably request about the background of the Client and the activities of the Company. The Agent may refuse to provide any or all of the Services before the Due Diligence documents and information, as described in this article, are furnished by the Client.

The Client shall be bound by, and authorizes the Agent to act on all instructions, requests and representations issued by, or purporting to be issued by the Client or his authorised representative, or by any person the Agent reasonably believes to be duly authorised by the Client. Such instructions, requests and representations may be communicated by the Client to the Agent by any means of Communication, but the Agent shall not be bound to act on any instructions, requests and representations made to him by any other method.

The risk of misunderstandings, errors and losses due to bad, incomplete and ambiguous communication and the risk of any instructions being issued by unauthorized third parties are the Clients' own. The Agent shall not be liable for any loss or damage resulting from his reliance upon any instruction, notice, document or communication, reasonably believed by the Agent to be genuine and originating from the Client. In case of reasonable doubt as regards the authenticity of any such instruction, notice, document or communication, the Agent may, but is not obliged to, require additional authentication from the Client.

The Agent may refrain from acting on any order or instruction issued by the Client, if in the Agents' reasonable opinion such instruction or its execution would contravene any applicable law or regulation.

The Client acknowledges that in certain circumstances the Agent may be legally bound by order of a competent court or authority to disclose information pertaining to the affairs of the Company or the Client. Where the Agent becomes bound by such an order, he shall promptly notify the Client of same, unless prohibited to do so by law or by the terms of such order.

If any claim, request or action is taken by a third party against the Company or any other such circumstances arise in which in the opinion of the Agent it is necessary to take urgent action in order to protect the best interests of the Client, the Company or the Agent, and if in such circumstances the Agent is unable to obtain clear, sufficient and lawful instructions from the Client, then the Agent shall be allowed to take such action as he deems most appropriate for the situation. In particular, in such case the Agent may, at his own discretion (a) utilize any assets or means available to the Agent or to the Company towards (i) a defence against such claim or action, or (ii) a satisfaction of such claim or action; (b) refrain from any activity whatsoever; (c) take such other course of action as the Agent considers appropriate. The Agent shall not be liable for any loss or damage to the Client or the Company, incurred in the circumstances described in this Article.

These Terms may be amended by the Agent and any such amendments shall become effective upon seven (7) days' written notice to the Client of such amendments.

The Agent may at his sole discretion cease to provide any or all of the Services to the Client, by giving seven (7) days' written notice (resignation) to the Client. In such case the Agent shall do all that is legally necessary in order to enable the transfer of the Company to another agent or service provider.

The Client may at his sole discretion require the Agent to cease the provision of any Services, by giving one months' written notice to the Agent.

The Client acknowledges that the Agent has not provided any legal, financial or tax advice to the Client, nor has the Agent made any assurances or guarantees that any type of company or corporate structure would achieve any particular aims of the Client.

These Terms and Conditions shall be governed by the laws of Great Britain.

At placing of a confirmed request by the Client for any Services to be provided by the Agent, a hard copy of these Terms and Conditions will be provided by the Agent to the Client for signature and return.

Read more...