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Terms and Conditions of Business

The following terms shall unless the context otherwise requires have the following meanings.

"Administrator" means Lennox Paton Corporate Services Limited and includes any Affiliate which provides services to the Client. The Registered Officer of the Administrator is situate at 3 Bayside Executive Park
West Bay Street & Blake Road
P.O. Box N-4875
Nassau, The Bahamas.

"Affiliate" means any parent or subsidiary company of the Administrator or any person under common control by the persons controlling the Administrator.

"Agreement" means these Terms and Conditions.

"Client" means the person instructing the Administrator in respect of the establishment and ongoing administration of the Company.

"Company" means the company or foundation which is organized and administered by the Administrator on the instructions of the Client.

"Services" means any one of the following: organization and establishment of a Company acting as registered agent, provision of registered office, provision of directors, members, officers, council members, shareholders, maintenance of books and records, mail and messaging forwarding, and any other administration or management services which the Administrator agrees with the Client to provide to the Company.

This Agreement shall apply in respect of any and all Services provided by the Administrator.

PROVIDED HEREIN AS FOLLOWS:-

Provision of Services

1. The Administrator shall provide on behalf of the Company the following services:

1.1 provision of the registered or administrative office of the Company in The Bahamas;
1.2 maintenance of the constitutive and statutory records of the Company required under applicable law and preparation and filing of all statements, certificates and returns and the payment of all fees needed to keep the Company in statutory good standing; and
1.3 such other administrative Services as the Administrator shall, at its discretion, agree to provide.

2.

2.1 The Administrator shall be entitled to terminate the provision of all or any of the services enumerated in Clause 1 above:

2.1.1 by giving to the Client at any time not less than thirty (30) days' notice in writing;
2.1.2 forthwith by notice in writing to the Client if in the opinion of the Administrator it shall become unlawful or inappropriate for the Administrator to continue to provide any of such service or services as are herein agreed to be performed

and the Administrator shall not be liable to the Client or the Company for any loss, damage or expense whatsoever (whether direct, indirect or consequential) which may be suffered or incurred by the Client or the Company by reason of termination in accordance with this Clause 2.

2.2 The Client and the Company shall be entitled to terminate the provision of all or any of the services enumerated in Clause 1 above by giving to the Administrator at any time not less than thirty (30) days notice in writing.
2.3 All undertakings and indemnities given in this Agreement by the Client or the Company in favour of the Administrator shall survive the termination of this Agreement howsoever caused and shall continue in full force and effect thereafter.

3.

3.1 The Administrator shall be at liberty to refuse to act on any advice or carry out any instructions if to comply with them would in its sole judgment or discretion:

3.1.1. be ultra vires the Company;
3.1.2. contravene any of the provisions of the constitutive documents of the Company or any document to which the Company is a party and of which the Administrator is aware;
3.1.3. expose the Company or any of its officers or employees or the Administrator or any of its officers or employees to any corporate or personal liability of a civil or criminal nature or risk of prosecution in any jurisdiction;
3.1.4. prevent or interfere with the disclosure of information under due process of law in any jurisdiction;
3.1.6 be contrary to accepted ethical standards or the policies of the Administrator; or
3.1.7 otherwise involve any breach of fiduciary duty to the Company
and in any such case neither the Administrator nor its said director, officer, employee or nominee shall have any liability by reason of acting as aforesaid.

3.2. Notwithstanding any term that would otherwise be implied by law, the Administrator shall be at liberty to make disclosures of information concerning the company if:
3.2.1 failure so to do could or would render the Administrator or any of its nominees subject to prosecution or analogous process in any jurisdiction; or
3.2.2 if the Administrator or any of its nominees has been ordered by any court or by any competent authority (whether judicial or administrative) to make disclosures as aforesaid; or
3.2.3 if in the opinion of the Administrator such disclosure is necessary to protect the good name of the Administrator itself.

4. Instructions by the Client

4.1 Any instructions, directions, requests, receipts and notices (hereinafter together called "instructions") given by the Client to the Administrator on behalf of the Company (all of which the Company hereby authorizes and undertakes to ratify) shall be given in writing or by letter, e-mail, fax or telephone and the Administrator shall not be responsible for the consequences of acting on a letter, e-mail, fax or telephone call purporting to convey such instructions nor for any delay in the post or non-delivery or mistake in transmission of any such letter, e-mail, fax or the interpretation by the Administrator of any such instructions, howsoever communicated.
4.2 Where more than one person together constitute the Client, all instructions hereunder to the Administrator may be given by any one or more of such persons, and if so given may be relied and acted upon by the Administrator which shall not be obliged to enquire or take note of the wishes of any other of such persons; provided always that if in the opinion of the Administrator there shall be a conflict between any instructions so given by any one or more of such persons, the Administrator shall be entitled without any liability on its part to require confirmation from all the persons who together constitute the Client before acting on such instructions.
4.3 While the Administrator will endeavour to comply with any instructions given by the Client and accepted by the Administrator concerning notices and other communications, the Administrator shall not be liable for any failure to forward or to report to the Client or the Company the receipt by the Administrator of any notices or communications concerning the Company or any of its assets, either promptly or at all.
4.4 In the absence of instructions from the Client, the Administrator shall not be liable for any loss suffered by the Company or the Client due to anything done or omitted to be done by the Administrator in connection with the affairs of the Company provided the Administrator acted in good faith.

5. Administrator acting by Agents and Nominees

The Administrator may act by its proper officer or officers who may appoint on behalf of the Administrator any one or more persons as agent or nominee in the performance of its duties in respect of the Company pursuant to this Agreement.

6. Limitation of Liability

The Administrator shall not be liable for any loss or damage suffered by the Client or the Company whatsoever and howsoever arising except where same was caused by wilful misconduct or default, fraud or dishonestly of the Administrator.

7. Indemnity to Administrator

The Client and the Company hereby jointly and severally undertake at all times hereafter to indemnify and hold harmless and keep indemnified and held harmless the Administrator and its directors, officers, employees, agents, and nominees (hereinafter referred to as "Officers") and their respective personal representatives, successors in title and estates, against all liability, loss, damage, claims, actions, accounts, proceedings and demands, including, without limitation, any taxes or impositions now or hereafter payable under the laws of any country and any costs and expenses whatsoever which may be incurred or suffered by the Administrator or any Officer arising out of or in connection with this Agreement including any acts or omissions or in consequence of acting on any advice and/or carrying out any instructions received or appearing to be received from the Company or the Client or their respective servants or agents, such indemnity to be in addition to any indemnity provision contained in the constitutive documents of the Company or any indemnity to which they may at law be entitled. This indemnity shall apply in favour of any Officer notwithstanding that there may be some defect in his appointment or qualification or authority as agent for the Client or the Company provided that this indemnity shall not be available for any Officer in respect of any loss or damage happening through the dishonesty, fraud and/or negligence of that Officer.

8. Transfer of Control of the Company

The Client hereby undertakes not to allow any other person to acquire a controlling interest in the Company, whether by an issue of new shares or otherwise, except on the condition that any transferee or person acquiring control first enter into a covenant of indemnity satisfactory to the Administrator.

9. Remuneration of Administrator

In consideration of the provision of services by the Administrator in accordance with Clause 1 above, the Client and the Company jointly and severally hereby agree to remunerate the Administrator in accordance with its published scale of fees in force from time to time or as may be agreed in writing between the Client and the Administrator. In addition to the agreed fee, the Client and the Company jointly and severally agree to reimburse the Administrator on demand for any fees, taxes, duties or other out-of-pocket expenses incurred by the Administrator in the provision of its services. All payments made by the client using our online credit card facility will be transacted in US$.

10. Interpretation

10.1 For the purposes of this Agreement the masculine gender shall include the feminine gender and the neuter gender, the singular shall include the plural and "person" shall include any company or other body corporate and in all cases vice versa. 10.2 Headings are inserted for convenience only and shall not affect the construction of this Agreement.

11. The Client

Where one or more persons together constitute the Client, the liability of such persons to the Administrator under this Agreement shall be joint and several. The liability of any one of them shall not be avoided or invalidated if the liability of any other or others of them is for any reason invalid and unenforceable.

12. Notices

Any notice or other communication whatsoever made or given by the Administrator to the Client in relation to this Agreement shall, without prejudice to any other effective method of serving the same, be deemed to have been duly and sufficiently made or given immediately upon dispatch by the Administrator by pre-paid letter, e-mail or fax to any address stated in this Agreement of the Client or any of the persons who together constitute the Client or any other address where the Administrator has reasonable cause to believe that such persons or any of them for the time being resides or carries on business.

13. Law and Jurisdiction

13.1 This Agreement and its various terms conditions and provisions shall be governed by and construed in accordance with the laws of the Commonwealth of The Bahamas.
13.2 So far as may be necessary for enforcing this Agreement, the Client and the Company irrevocably submit to the non-exclusive jurisdiction of the Courts of the Commonwealth of The Bahamas and irrevocably waive any objection to proceedings in the Courts of The Commonwealth of The Bahamas on any ground whatsoever. It will, however, be open to the Administrator to enforce this Agreement in the courts of any country which the Administrator may in its absolute discretion consider appropriate and the Client and the Company hereby agree to submit to the jurisdiction of the courts of any such country.
13.3 Any writ, notice of writ, originating summons or other legal process whatsoever against or directed to the Client may be served by the Administrator by sending the same by pre-paid letter post to the Client at any address to which the Administrator is entitled to dispatch any notice or other communication to the Client under Clause 14 of this Agreement.

14. Advice

The Client hereby expressly acknowledges that the Administrator has not given advice concerning tax matters or investment advice of any kind whatsoever.

15. Entire Agreement

This Agreement constitutes the entire understanding of the parties with regard to the matters set forth herein and may be amended, varied or modified only in a written document duly executed by all parties hereto.