STANDARD TERMS OF BUSINESS - ISLE OF MAN

Transcription

1 STANDARD TERMS OF BUSINESS - ISLE OF MAN

2 2 STANDARD TERMS OF BUSINESS CONTENTS 1. Interpretation 3 2. Warranties 6 3. Clients Obligations 7 4. Signatures and Identification Monies Held by OCRA Non-sanction Disclaimer on Advice Taxation Incapacity Insurance Protection Lien and Set-off Telephone Recording Communication Quality of Service Complaints Commission - Retrocessions Confidentiality and Data Protection Notice Limitation of Third Party Rights Termination Miscellaneous Amendments Law 21

3 3 STANDARD TERMS OF BUSINESS 1. INTERPRETATION 1.1 In these Terms of Business, the following definitions apply: Clients means, in the case of a trust which receives Services, the settlor, in the case of a foundation which receives Services, the founder, and, in the case of a company or other legal entity which receives Services, the beneficial owner or owners of the relevant Entity which expression shall in the case of individuals include their heirs, personal representatives and assigns and shall in the case of more than one person mean such persons jointly and severally and shall include the survivor or survivors of them and their respective heirs, personal representatives and assigns on the Clients own behalf and, where applicable, as agent for the Clients Appointees, the Managing Agents and/ or the relevant Entity and any director or employee thereof (which expression shall include any of them); Clients Appointees means any person who is not an OCRA Officer and who may from time to time be nominated or appointed to act in connection with the Clients as Managing Agent, director, alternate director, secretary, assistant secretary, manager, partner, trustee, protector, beneficiary, bank account signatory, other officer, grantee of a power of attorney, administrator, registered agent, provider of a registered office or address for legal service or registered shareholder of any Entity (which expression shall include any of them); Contract means the contract between OCRA and the Clients for the supply of Services in accordance with the terms of the Letter of Engagement, the Terms of Business and any other document appended thereto; Entity means a company, trust, partnership or other legal entity or structure established and / or administered by OCRA at the request of the Clients; Illegal Activities means any activity designated anywhere in the world as illegal or criminal or such activity as OCRA in its absolute discretion deem to be included within such term Letter of Engagement means the letter from OCRA to the Clients confirming that OCRA agrees to provide Services to the Clients; Managing Agent means a person who may in writing be authorised by the Clients to issue requests or instructions to OCRA or to accept service of any notice from time to time issued by OCRA relating to the relevant Entity;

4 4 STANDARD TERMS OF BUSINESS OCRA means OCRA (Isle of Man) Limited, a company incorporated in the Isle of Man under registration number C, with its Registered Office address at Grosvenor Court, Tower Street, Ramsey, Isle of Man IM8 1JA, British Isles on its own behalf and, where applicable, as agent for the OCRA Officers and the employees thereof and any company under its direct or indirect control and any director or employee thereof (which expression shall include any of them); OCRA Officers means any person, firm or company nominated by OCRA who may from time to time be appointed as director, alternate director, secretary, assistant secretary, manager, partner, accountant, VAT or tax agent, trustee, protector, bank account signatory, other officer, administrator, registered agent, provider of a registered office or address for legal service or registered shareholder of any Entity and the employees thereof and any company under their direct or indirect control or any director or employee thereof (which expression shall include any of them); Pre- Approval Required Activities means: a) Financial business involving: soliciting funds from the public, offering investment advice to the public, insurance business, the operation and administration of collective investment schemes or the management of investments other than where the assets so managed comprise the property of the Entity; b) Any activity relating to the provision of financial services or any other business activity which requires a licence in any jurisdiction; c) Time share and holiday clubs; d) Advertising an Entity or any address belonging to OCRA by any means (including the internet); e) Accepting payment over the internet for products or services; f) Trading in high-risk products or services, or products or services which may be associated with fraud such as alcohol, cigarettes, tobacco, fine art, the provision of telephone and mobile telephony services (including call back numbers and trading in mobile telephones or SIM cards) and computer chips; g) Utilising merchant numbers for processing credit card orders; h). Gambling or lotteries; or i) Mail or telephone order schemes.

5 5 STANDARD TERMS OF BUSINESS Prohibited Activities means activities not approved or accepted by OCRA in its absolute discretion Prohibited Persons means persons: a) prohibited [from being a party to a contract] under the laws of any country for whatsoever reason or who may otherwise be legally incapable or disqualified from being party to a contract; b) who are undischarged bankrupts or are otherwise disqualified from acting as a director or company officer [in any jurisdiction] or who have been imprisoned or found guilty of any criminal offence (other than a motoring offence carrying a non-custodial sentence); c) who have been proven to act in a fraudulent or dishonest manner in any civil proceedings; d) who are resident in a country which is subject to any international restriction or embargo including, but without prejudice to the generality of the foregoing, those imposed by the Security Council of the United Nations, the European Union, the United Kingdom or the Isle of Man or, where applicable, any successor or similar organisation Services means the provision by OCRA of management, administration and / or other services (including, where applicable, the operation or control of an Entity s bank account(s)) requested by the Clients and such other services provided by OCRA to maintain any Entity in good standing, together with any other services which OCRA provides, or agrees to provide, to the Client; Terms of Business means these terms of business or such new terms of business as may from time to time be published on the Website and shall be deemed to include such other conditions which OCRA may from time to time advise to the Clients or publish on the Website. For the avoidance of doubt, the Terms of Business shall apply to all Contracts; VAT means value added tax chargeable for the time being and any similar additional tax; and Website means In these Terms of Business, the following rules apply:

6 6 STANDARD TERMS OF BUSINESS a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality); words imputing the masculine gender shall include the feminine and words imputing the singular shall include the plural and vice versa; a reference to a party includes its personal representatives, successors or permitted assigns; a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted; any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; a reference to writing or written includes faxes and s; The Terms of Business should be read in conjunction with the Letter of Engagement and the Fee Schedule. If there is an inconsistency between any of the provisions of the Terms of Business and the provisions of the Letter of Engagement, the provisions of [the Letter of Engagement] shall prevail; and Capitalised terms defined in the Letter of Engagement shall have the same meaning in the Terms of Business, unless otherwise defined herein. 2. WARRANTIES 2.1 The Clients undertake, warrant and covenant with OCRA that: they have full legal capacity to enter into an agreement with OCRA in accordance with these Terms of Business, the Letter of Engagement and any documents appended thereto and to acquire any Entity and to receive the Services; where any Entity is not a trust or a foundation, they are the ultimate beneficial owners of that Entity; and they are not acting, and will not act, in a fiduciary capacity for any other person, firm or company in relation to any Entity.

7 7 STANDARD TERMS OF BUSINESS 2.2 The Clients undertake and warrant with OCRA that they: shall comply with the terms of the Terms of Business and the Letter of Engagement; shall procure that those appointed as the Clients Appointees understand the legal duties and obligations created by the Terms of Business, the Letter of Engagement and any documents appended thereto and shall, if so required by OCRA, procure that such persons enter into direct written agreements with OCRA agreeing to comply with the Terms of Business, the Letter of Engagement and any documents appended thereto; have taken appropriate tax and legal advice with regard to the establishment, acquisition and operation of any Entity; agree that OCRA may (but shall not in any event be obliged to) rely on communications received from the Clients and/ or the Clients Appointees in determining what steps OCRA is required to take in administering any Entity and providing the Services; and will pay, in full, any personal or corporate taxes and/ or duties that may become due as a result of the establishment and operation of any Entity. 3. CLIENTS OBLIGATIONS 3.1 The Clients must obtain OCRA s written consent before seeking to change the beneficial ownership of any Entity or seeking to appoint new Clients Appointees. Any applications for such consent must be accompanied by written details of such proposed changes or appointments as OCRA may require which shall, without prejudice to the generality of the foregoing, include an appropriately certified copy of the passport, proof of residential address and a detailed personal history of such persons and OCRA reserves the right to request further information and documentation concerning such proposed changes and to decline to accept such applications. 3.2 The Clients shall and shall procure that the Clients Appointees shall: co-operate with OCRA in all matters relating to the Services (including cessation of the Services);

8 8 STANDARD TERMS OF BUSINESS provide OCRA with such information and materials as OCRA in its absolute discretion may request as being necessary or as OCRA may consider desirable in order to supply the Services to the standards imposed by all applicable legislation and to ensure that the Entity complies with applicable legislation, and ensure that such information is accurate in all material respects; immediately inform OCRA of any matters that might affect the relevant Entity or any matter which is material to the management, business or affairs of the Entity; obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start; ensure that all Entities shall comply with all laws binding upon them and that no Entity shall be used for any illegal purposes; ensure that all assets introduced to any Entity are the Clients lawful property and provide full details of the source of funds; ensure that all assets introduced to any Entity are not in any way connected with Illegal Activities; immediately inform OCRA of any matters which might affect any Entity and / or influence OCRA s willingness or ability to provide, or to continue to provide, the Services; immediately inform OCRA of the nature of the activities and business of any Entity and seek OCRA s prior written consent before making any material changes to those activities; obtain OCRA s prior written consent before placing any advertisement or making any public announcement relating to any Entity or any activities undertaken by it; not without OCRA s prior written consent seek to alienate, assign, sell, pledge or otherwise dispose of, charge or encumber any asset of the Entity, including any shares issued by the relevant Entity. OCRA reserves the right to request further information concerning such proposals and to decline to accept applications for such consent; and immediately advise OCRA in writing, of all legal proceedings, claims, demands made or threatened against the relevant Entity and/ or the OCRA Officers immediately upon request provide OCRA with all contractual, financial or other information concerning any asset, transaction, trading activity or business of any Entity; and

9 9 STANDARD TERMS OF BUSINESS at all times pay to OCRA any sum due to OCRA including any fees, disbursements and expenses incurred by OCRA in connection with any Entity and / or in providing the Services (including fees charged by OCRA in relation to the provision of the Services). 3.3 If OCRA s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Clients, any Clients Appointees, any Managing Agents or any Entity or failure by the Clients, any Clients Appointees, any Managing Agents or any Entity to perform any relevant obligation (a Customer Default ): OCRA shall, without limiting its other rights or remedies, have the right to suspend performance of the Services until the Clients remedy the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays OCRA s performance of any of its obligations; OCRA shall not be liable for any costs or losses sustained or incurred by the Clients, any Clients Appointees, any Managing Agents or any Entity arising directly or indirectly from OCRA s failure or delay to perform any of its obligations as set out in this clause 3.3; and the Clients shall reimburse OCRA on written demand for any costs or losses sustained or incurred by OCRA arising directly or indirectly from the Customer Default. 3.4 The Clients shall be liable to pay to OCRA, on demand, all reasonable costs, charges or losses sustained or incurred by OCRA (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) that arise directly or indirectly from the Clients fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to OCRA confirming such costs, charges and losses to the Clients in writing. 3.5 If any of the Clients or any of the Clients Appointees are or become a Prohibited Person or engage in any Illegal Activity or Prohibited Activity or the Entity engages in any Illegal Activity or Prohibited Activity or undertakes any Pre-Approval Required Activity without first obtaining OCRA s prior written consent, OCRA may at its absolute discretion immediately terminate the Contract or suspend provision of the Services or take any of the actions referred to in the Letter of Engagement or these Terms of Business. 3.6 OCRA shall have the right to make any changes to the Services which are necessary to comply with any applicable law or regulatory requirement.

10 10 STANDARD TERMS OF BUSINESS 3.7 The Clients acknowledge that OCRA is bound by regulatory and other obligations under laws and regulations of the jurisdiction in which the Services are provided, the jurisdiction of incorporation or establishment of any Entity and / or the jurisdictions where any Entity undertakes business and agree that any act or omission undertaken by OCRA or the OCRA Officers in order to comply with those laws and/ or regulations shall not constitute a breach by OCRA or the OCRA Officer s of their obligations hereunder. 3.8 OCRA shall not be required to take any action which it considers to be unlawful or improper or which it believes may be detrimental to OCRA, the OCRA Officers or any Entity. 3.9 Where permitted under the Terms of Business, or if instructions are requested by OCRA from the Clients or the Clients Appointees and no such instructions have been received by OCRA within 30 days of such a request being made, or where the urgency of the matter requires action within a shorter period, OCRA and/ or OCRA Officers may immediately and with no liability to the Clients, the Clients Appointees or any Entity take no further action in relation to a particular matter or take such other action (including omissions) as OCRA shall in its absolute discretion consider appropriate or as OCRA may be advised The Clients irrevocably agree that where OCRA provides OCRA Officers OCRA and/ or the relevant OCRA Officers may, without being obliged to give notice to the Clients or the Clients Appointees, take such steps as they shall in their absolute discretion consider appropriate which shall, without prejudice to the generality of the foregoing, include: having the relevant Entity struck off, dissolved or liquidated; resigning all or any of the OCRA Officers; transferring all or any of the shares, capital or assets or liabilities of the Entity into the name of the Clients; appointing the Clients as a director, officer, manager, trustee or protector of the Entity; or taking such other action as OCRA and/ or the relevant OCRA Officers shall in their absolute discretion consider appropriate or as they may be advised Where OCRA provides OCRA Officers, the Clients must, at all times, keep the relevant Entity in funds sufficient to discharge its liabilities as and when they become due and at the request of OCRA or the OCRA Officers pay to the Entity or OCRA on its behalf, such sums as may be required to enable the Entity to discharge, in full, any liabilities (including OCRA s fees).

11 11 STANDARD TERMS OF BUSINESS 3.12 Where OCRA provides OCRA Officers, OCRA shall be entitled to take any steps which it may in its absolute discretion think fit to protect the interests and / or assets of the relevant Entity at the cost of the Clients and/ or the Entity including the obtaining of such professional advice as OCRA may in its absolute discretion consider necessary. 4. SIGNATURES AND IDENTIFICATION 4.1 Specimen signatures deposited with OCRA when it is engaged shall be the only signatures recognised by OCRA for the purpose of communications relating to an Entity unless and until revoked or amended in writing by the Client. OCRA shall not be liable for any loss or expense caused to or suffered by the Client arising directly or indirectly from any forgery or other defect relating to identification save in the case of wilful default or gross negligence on the part of OCRA. 4.2 Prevailing anti money laundering legislation requires OCRA to establish and verify the identity of any person depositing or investing assets, exercising control or taking benefit from an Entity at the time the matter is established and periodically should the nature of the Services provided change significantly. 5. MONIES HELD BY OCRA 5.1 Monies held by OCRA on behalf of the Client or in respect of an Entity otherwise than in its capacity as trustee shall be held either in a designated client money account in trust for the Client. For the avoidance of doubt the Client acknowledges that any money held in a bank account opened in the name of an Entity is not money required to be held in a designated client money account notwithstanding the fact that OCRA may have signing authority on the account. 5.2 No interest shall be applied to amounts held in clients trust accounts. 5.3 The Client may be required to provide OCRA with an amount of cash as a reserve against fees and expenses, the amount of which will vary from time to time as deemed appropriate by OCRA, to be held on a clients trust account or in the bank account of the Client. 6. NON-SANCTION In providing any Entity and / or the Services, OCRA and any OCRA Officers do not, nor is it to be interpreted as though they do, in any manner sanction, advocate or approve, directly or indirectly, the commission of any act and/ or any omission by the Clients, any Clients Appointees, any Managing Agents or any Entity, or any person, firm or corporation in any jurisdiction or the use of any Entity or the Services for any purpose.

12 12 STANDARD TERMS OF BUSINESS 7. DISCLAIMER ON ADVICE 7.1 OCRA does not accept any liability or responsibility for the success or otherwise of any plans undertaken by or on behalf of the Client and OCRA does not offer any form of assurance that arrangements suggested or implemented attain or will attain the objectives and advantages intended. 8. TAXATION 8.1 The Clients, any Clients Appointees, any Managing Agents and any Entities agree that the Services will not involve or include the giving of advice concerning the tax implications of any course of action or transaction, or advice on tax related issues. The Clients, any Clients Appointees, any Managing Agents and any Entities are reminded to seek independent tax advice in their country of permanent residence and, if different, the country (or countries) in which they intend to conduct significant business. 9. INCAPACITY 9.1 The Client is responsible for any loss or liability resulting from its failure to act or give instructions or make recommendations or requests. OCRA shall be duly notified (in writing) of incapacity. 10. INSURANCE PROTECTION 10.1 OCRA may effect insurance on behalf of any Entity or Client which it considers appropriate for risks which may affect such Entity or Client. OCRA may charge the premiums for such insurance coverage against the capital and/or income of such Entity or to the Client.

13 13 STANDARD TERMS OF BUSINESS 11. LIEN AND SET-OFF 11.1 In addition to any general lien or similar right to which OCRA may be entitled by law, OCRA is hereby irrevocably authorised by the Client to set-off any assets of an Entity against any obligations and liabilities of an Entity to OCRA in any respect, whether such obligations and liabilities are actual, contingent, several or joint. In the event of any such claims whatsoever arising, OCRA shall be entitled in its discretion to sell, realise and otherwise dispose of any assets of an Entity or Client and to apply the proceeds of such sale, disposal or realisation in reduction or discharge of such obligations and liabilities. OCRA shall be entitled to retain and shall be deemed automatically to have created or may create a lien over any of the papers and records of the Client where obligations incurred or to be incurred by the Client or the obligations of any other Entity of the Client to OCRA have not been discharged. For the purpose of this clause, Entities of the following Clients shall be treated as if they are Entities of a single Client 11.2 a Client which is owned or controlled directly or indirectly by another Client; 11.3 a Client which is directly or indirectly under common control with another Client. 12. TELEPHONE RECORDING 12.1 OCRA shall be entitled to record and/ or monitor telephone calls. These recordings will be subject to the same degree of confidentiality as any written correspondence. 13. COMMUNICATION 13.1 The Clients on behalf of themselves, any Clients Appointees, any Managing Agents and any Entity agree to provide all requests or instructions to OCRA in writing by letter or facsimile and OCRA shall only consider such requests or instructions when signed by all the relevant Clients or the Managing Agent or, where permitted in advance in writing by OCRA, when they are made by encrypted sent by the Managing Agent Unless otherwise agreed with you in writing, we may correspond by means of the internet or other electronic media or provide information to you in electronic form. Because of the inherent risks associated with the electronic transmission of information on the internet, or otherwise, we cannot guarantee the security and/ or integrity of any electronic communications sent or received.

14 14 STANDARD TERMS OF BUSINESS 14. QUALITY OF SERVICE 14.1 If the Client would like to talk to OCRA about how OCRA could improve its services to the Client, or if the Client is unhappy with the services the Client is receiving, the Client may contact the Head of Client Services. 15. COMPLAINTS 15.1 OCRA takes all complaints very seriously. All complaints regardless of nature shall in the first instance be reported to the Client Manager having day to day conduct of the matter OCRA will carefully consider any complaint as soon as it is reasonably possible after receipt and take reasonable steps to explain the position to the Client. Where the complaint qualifies as a complaint as defined in applicable regulations in force from time to time in relation to OCRA and is not resolved to the Client s satisfaction within an appropriate time, OCRA s Client Manager will provide the Client with written notification as may be required by such regulations of any right to seek legal redress, for example by referring the complaint to any Ombudsman. 16. COMMISSION - RETROCESSIONS 16.1 Unless otherwise agreed in writing between you and OCRA and its associated companies, their officers, agents and employees shall be entitled to retain any third-party commission or fee which is paid or may become payable to it notwithstanding that such commission or fee is payable as a direct or indirect result of OCRA providing the Services or otherwise in relation to any Entity. Where OCRA retains commissions we will disclose these to you. 17. CONFIDENTIALITY AND DATA PROTECTION 17.1 A party (a Receiving Party ) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (the Disclosing Party ), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party s business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 17 shall survive termination of the Contract.

15 15 STANDARD TERMS OF BUSINESS 17.2 OCRA, in accordance with its statutory obligations, will take appropriate technical and organisational measures against unauthorised or unlawful processing of any personal data relating to the Clients, any Clients Appointees, any Managing Agents or any Entity and against accidental loss or destruction of, or damage to, such personal data and will use reasonable endeavours to comply with any other obligations which apply to OCRA under the Data Protection Act 2002 (the DPA ). All terms used in this clause 17 shall, unless otherwise defined, have the same meaning as is given in the DPA In the course of providing the Services, OCRA may collect personal information and personal data concerning the Clients, the Clients Appointees and any Entity and uses this personal data and information to facilitate the provision of the Services and, may from time to time, use such data and information to provide information, reference notes, guidelines, advice or for marketing information concerning the Services and for providing such other information as OCRA may from time to time make available OCRA reserves the right to treat the obligations of confidentiality and privacy in this clause 17 as not applicable and may disclose to third parties confidential or personal information and data when they are obliged so to do by law, or when required by third parties in order for OCRA to provide the Services or when OCRA has been unable to obtain the Clients or Managing Agents instructions and it appears to OCRA to be in the best interests of the Clients and / or the Clients Appointees and / or any Entity to provide such confidential or personal data to third parties Without prejudice to the duty of confidentiality, OCRA reserves the right to act for multiple Clients, Clients Appointees, Managing Agents and/ or Entities (including competitors of other Entities, Clients, Clients Appointees or Managing Agents) Any report, letter, information or advice OCRA gives to the Clients, any Clients Appointees, any Managing Agents and/ or any Entities is given in confidence solely for the purposes of providing the Services and is provided on condition that the Clients, any Clients Appointees, any Managing Agents and/ or any Entities will not without OCRA s prior written permission disclose to any third-party, other than to their lawyers or accountants or other professional advisers, any confidential or other information made available by OCRA Notwithstanding any provision hereof, OCRA and OCRA Officers shall be entitled, and are hereby irrevocably authorised, to open, read and copy all correspondence, letter, facsimile, or other communication received by it in relation to the provision of the Services or any Entity, the Clients, any Clients Appointees and/ or any Managing Agents.

16 16 STANDARD TERMS OF BUSINESS 17.8 OCRA confirms that it will comply with the provisions of prevailing Data Protection legislation when obtaining processing and storing personal data about the Client. In order to carry out its services and for related purposes such as updating and enhancing our Client records, analysis for management purposes and statutory returns, legal and regulatory compliance and crime prevention, OCRA may obtain, process and disclose personal data about the Client. All personal data OCRA obtains, processes or stores will become the property of OCRA In the event that different offices within OCRA provide services to the Client, OCRA is hereby expressly authorised by the Client to exchange due diligence between offices wherever situated, for the purpose of internal compliance procedures and/or compliance requirements imposed by law If OCRA discloses information in relation to the Client to a service provider (a person, office or organisation) located in another country (including locations outside of the European Economic Area), including other OCRA offices, OCRA will take steps reasonably necessary to ensure that such service provider applies the same levels of protection as OCRA is required to apply to information and to use information only for the purpose of providing the service to OCRA. By submitting information the Client agrees to this transfer OCRA will retain information about the Client after the closure of an Entity or service provision for as long as it is required for legal, regulatory, fraud prevention, business and financial crime legislation purposes Prevailing Data Protection legislation entitles a Client, on payment of a fee, to a copy of the personal information they have provided. If any data is inaccurate it will be corrected without delay. The Client may write to The Data Protection Officer, at OCRA (Isle of Man) Limited s address, for further details. 18. NOTICE 18.1 Any notice given pursuant to the Contract shall be in writing and shall be sufficiently given to any party if sent in a letter by courier to the address of such party last notified to the other party, by facsimile transmission or by to the address of such party last notified in writing to the other and shall be deemed duly served, in the case of a notice delivered by courier, at the time of first attempted delivery and in the case of a facsimile transmission or , if sent during normal business hours, in the country of the addressee then at the time of transmission and otherwise then on the next business day.

17 17 STANDARD TERMS OF BUSINESS 19. LIMITATION OF THIRD PARTY RIGHTS 19.1 The advice and information OCRA provides to the Client and the services OCRA provides is for the Client s sole use and benefit and not for any third party to whom the Client may communicate it. OCRA accepts no responsibility to third parties for any advice, information or material produced as part of its services which the Client makes available to third parties or from which they may receive a benefit. Generally, the only person who has the right to enforce any of the provisions of these terms and conditions is a person who has agreed to them 20. TERMINATION 20.1 Any party to the Contract may at any time terminate the Contract insofar as it relates to that party in whole or in part by giving not less than forty five days written notice to all parties affected by such termination OCRA may terminate its obligation to provide services under the Contract or any other part of its agreement with you in whole or in part with immediate effect by notice in writing to the Entity, and the Client or any of the Clients Appointees affected in the event that: the Entity, and the Client or any of the Clients Appointees commit any material breach of its obligations under the Contract or under any other agreement between the parties; or the Entity 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 a party or a receiver or administrator is appointed in respect of it; or any encumbrancer takes possession of a material part of the property of the Entity or execution is levied in respect of the Entity s assets; or anything analogous to any of the foregoing occurs in relation to the Entity under the law of any jurisdiction; or sanctions are imposed on the Entity, any officer or direct or indirect shareholder of or person otherwise connected with the Entity, and the Client or any of the Clients Appointees in any jurisdiction in which OCRA operates; or

18 18 STANDARD TERMS OF BUSINESS any legal proceedings are commenced against the Entity (including any injunction or investigation proceedings) These terms (including without limitation provisions relating to notices, indemnities and fees) shall survive termination In any case where OCRA is entitled to terminate its obligation to provide services OCRA shall be entitled, without prejudice to such right to terminate, to suspend the provision of services for such period and on such basis as it may determine and during such period OCRA shall not have any duty to provide any service Notwithstanding OCRA s right to terminate or suspend services under the Contract, OCRA may have continuing regulatory or fiduciary duties under applicable law. Accordingly, without prejudice to its rights OCRA are entitled (but not obliged) to continue to provide services so as to discharge such duties and shall be entitled to fees and compensation for continuing such services. OCRA has the right to cause the Entity to be dissolved in accordance with applicable law in such circumstances Consequent upon the termination of any part of the Contract by OCRA, OCRA will require directions to transfer the registered office and appoint a new suitably qualified and if required by law a licensed Registrar, nominee shareholders, Directors, Secretary and other officers If no such directions are received by the expiry date of the notice period set out above, OCRA may notify the Registrar of Companies or other appropriate authority in the relevant jurisdiction that it no longer provides the registered office, secretary and registrar of the Entity and it may transfer the shares and other assets held hereunder to a shareholder or, in its absolute discretion, OCRA may select a new registrar, registered office and nominees and its employees, nominees or agents may resign as officers of the Entity OCRA are not liable for the consequences of its action pursuant to this term and pending such transfer OCRA may disregard directions from the Client and any of the Clients Appointees. In the event of OCRA being entitled to act in accordance with the foregoing provisions of this term then the terms of the Contract shall continue to apply for OCRA s benefit until the process of removal of the affairs of the Entity affected to its successors has been completed.

19 19 STANDARD TERMS OF BUSINESS 21. MISCELLANEOUS 21.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, arrangements, understandings or agreements between them, whether written or oral, relating to the subject matter of the Contract. The Clients acknowledge that they have not relied on any statement, promise or representation made or given by or on behalf of OCRA which is not set out in the Terms of Business, the Letter of Engagement or the Fee Schedule A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties or give rise to an employment relationship, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way Force majeure For the purposes of the Contract, Force Majeure Event means an event beyond the reasonable control of OCRA including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of OCRA or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors OCRA shall not be liable to the Clients, any Clients Appointees, any Managing Agents and/ or any Entities as a result of any delay or failure to perform its obligations under the Contract as a result of a Force Majeure Event If the Force Majeure Event prevents OCRA from providing any of the Services for more than four weeks, OCRA shall, without limiting its other rights or remedies, have the right to terminate the Contract immediately by giving written notice to any Client, any Clients Appointee, any Managing Agent or any Entity.

20 20 STANDARD TERMS OF BUSINESS 21.5 OCRA may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent The Clients shall not, without the prior written consent of OCRA, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected Except as set out in the Terms of Business, the Letter of Engagement or any document appended thereto, any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by OCRA No transfer, pledge or other encumbrance of the beneficial ownership of any Entity or any interest therein or the proceeds thereof shall be effective without written notice signed by the Client being received by OCRA, with such other proof or other documentation as OCRA may require and be agreed and accepted by OCRA in writing. OCRA shall not be liable to any person acting or not acting in reliance upon any alleged transfer, pledge or other encumbrance If the Client shall consist of more than one person, unless there is evidence supporting the existence of a tenancy in common, the ownership of an Entity will be deemed to be a joint tenancy with all rights to the Entity and under this agreement passing to the survivor on the death of the first or subsequent Clients. In addition the following will apply OCRA is empowered to act on authorisations or instructions of any one or more of the Clients unless otherwise directed by all of the Clients in writing; The rights, duties, obligations or liabilities of such Clients shall be joint and several;

21 21 STANDARD TERMS OF BUSINESS Notices may be served by OCRA on any one or more of the Clients and shall be effective notice to all Clients If the Client or any one of them shall die, become bankrupt or of unsound mind or, being a Company, shall be dissolved or enter into winding-up or any analogous process, then OCRA may, but shall not be obliged to, require proof to its satisfaction that any person claiming authority in respect of an Entity by or through the Client has such authority and, pending proof, OCRA may in its complete discretion and without liability for the consequences, act or decline to act on the directions of such claimant. 22. AMENDMENTS 22.1 OCRA reserves the right to make changes to these Terms and Conditions, the Letter of Engagement, any documents appended thereto and to its scale of fees from time to time. Any revised document will be advised to the Client via or a notification that the revised document is available on the website. 23. LAW 23.1 The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, Isle of Man law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of the Isle of Man.

22 Copyright OCRA (Isle of Man) Limited Whilst every effort has been made to ensure that the details contained herein are correct and up-todate, it does not constitute legal or other professional advice. OCRA Worldwide does not accept any responsibility, legal or otherwise, for any errors or omission. CAUTION: The information in this booklet does not create a precedent. It is intended only as a general Guide and is not to be relied upon as the basis for any decision or outcome on the subject matter. Professional advice and consultation by Lawyers as applicable to the specific matter in question and in accordance to the laws and regulations in force at that time, must be obtained. OCRA (Isle of Man) Limited is incorporated in the Isle of Man. No C Registered office address: Grosvenor Court, Tower Street, Ramsey, Isle of Man IM8 1JA, British Isles OCRA (Isle of Man) Limited is licensed by the Isle of Man Financial Supervision Commission.