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Deloitte Touche Tohmatsu Deloitte Touche Tohmatsu
  Standard Terms and Conditions
  1. The following terms shall where the context so admits, have the meanings hereinafter assigned to them:
    Owner
    means the beneficial owners and other beneficiaries and instigators of a client Company and shall include in the case of an individual his 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 survivorsof them and the heirs, personal representatives and assigns of each of them.
    The Firm
    means Merchant Corporate Services Limited, Deloitte and their successors in title and assigns and may include any company under their direct or indirect control
    Client
    means any corporation or company and/or where the Company context so admits the Owner for which the Services (as hereinafter defined) are provided by the Firm.
  2. The Firm has provided and shall provide such services (hereinafter called "the Services" which expression shall include any of the services) to or in respect of the Client Company as the Owner may from time to time request orally, in writing or in any other manner and as the Firm may in its absolute discretion accept to provide.
  3. The Firm is hereby authorised to take any steps that it may in its absolute discretion think fit to further the business or protect the assets of the Client Company and to take such professional advice at the Client Company's expense as the Firm may consider necessary.
  4. As remuneration for the Services the Firm shall receive from the Client Company such fees and in such manner as set out in its scale of charges as may be varied from time to time or as may be agreed with the Client company or its Owner. The Firm shall be entitled to deduct from time to time at the discretion of the Firm any such fees from the funds of the Client Company.
  5. The Owner hereby covenants with the Firm and as a separate covenant with each person or company nominated by the Firm who may from time to time be or act as director, alternate director, secretary, manager or other officer or registered shareholder of the Client Company (hereinafter called "the Appointees" which expression shall include any of them) and the personal representatives, executors, heirs, administrators and estate of each of them that:
    1. the Owner will at all times guarantee the due payment and reimbursement to the Firm and the Appointees by the Client Company of all fees, disbursements and expenses in connection with the Services and generally the due discharge by the Client Company of all its liabilities:
    2. the Owner will at all times hereafter indemnify and keep indemnified and harmless each and all of the persons hereinafter mentioned from and against all actions, suits, proceedings, claims, demands, costs, expenses and liabilities whatsoever which may arise or occur or be taken, commenced, made or sought from or against the Firm or the Appointees in connection with or arising from the Services save and except for any fraudulent or grossly negligent act or omission on the part of the Firm or the Appointees. The persons hereby indemnified are:
      1. the Firm;
      2. any company under the direct or indirect control of the Firm or of the Appointees; and/or
      3. any partner of, director of, employees of or person assigned under contract to any of the abovementioned.
  6. The Owner shall keep the Client Company at all times in funds sufficient to honour its liabilities as and when they become due in default of which the Firm may procure funds for the Client Company. If any fees or disbursements payable to the Firm shall not be duly and punctually paid neither the Firm,its Partners, Directors or staff shall be under any further obligation to provide corporate services to the Client Company.
  7. The Owner shall not alienate, sell, pledge or otherwise dispose of or encumber his interest in the Client Company or any part thereof without the written consent of the Firm.
  8. The Owner warrants that the information supplied to the Firm and its Appointees is accurate and complete in all respects and that material changes which may occur from time to time will be promptly advised to the Firm. At the request of the Firm or its Appointees the Owner shall be obliged to disclose or to procure the disclosure to the Firm of any and all information concerning the Client Company or its business that the Firm may consider necessary or desirable from time to time.
  9. The Owner confirms, undertakes and covenants that:
    1. any asset introduced or caused to be introduced to the Client Company has been lawfully introduced and is not derived from or otherwise connected with any illegal activity;
    2. the Client Company will not be engaged or involved directly or indirectly in any lawful activity or be used for any unlawful purpose and the Owner will keep the Firm adequately informed as to all business to be transacted in the name of or for the account of the Client Company and that the Owner will use his best endeavours to ensure that the Client Company is run in a proper and business-like manner and complies with all applicable laws and regulations;
    3. that the Owner shall procure that the Client Company complies with all filing requirements in any applicable jurisdiction other than Gibraltar and that all taxes and governmental dues payable other than in Gibraltar by the Client Company are discharged.
  10. The Owner acknowledges that in certain circumstances the Firm, its partners, directors and staff may be obliged to give evidence and information to courts or authorities in connection with the affairs of the Client Company. Disclosure will not normally be made to third parties unless required by law or were the failure to make such a disclosure would in the opinion of the Firm be prejudicial to them.
  11. In the event that:
      1. any demand is made against the Client Company for payment of any sum due by the Client Company to any person including without prejudice to the generality of the foregoing any taxes, duties, fees or other governmental or state impositions: or
      2. the Firm requires any instructions from the Owner: and,
    2. the Firm has been unable to obtain any instructions at all or instructions which the Firm in its absolute discretion considers adequate and proper,
    then subject as hereinafter provided the Firm may proceed in any one or more of the following ways:
    1. take no further action on a particular matter
    2. take no further action at all in relation to the Client Company;
    3. utilize any assets of the Client Company in or towards the satisfaction of any such demand;
    4. have the Client Company dissolved;
    5. transfer all or any shares in capital of or other interest in the Client Company into the name of the Owner.
    PROVIDED THAT the Firm shall have given to the Owner notice that the provisions of this clause 11 shall apply and unless within the period stated in such notice the Owner has taken such action as shall therein be specified.
  12. No liability shall attach to the Firm or the Appointees in respect of or arising out of any action or inaction which is in accordance with the provisions of clause 11 hereof.
  13. The Firm is authorised to act on instructions, requests or advice from the Owner or any person they believe to be duly authorised by the Owner in all matters concerning the Client Company and its affairs. Where the Client Company has more than one Owner, the Firm is authorised to act on the instructions of any of the Owners whether or not the other Owners are aware of instructions having been issued. Such instructions requests or advice may be communicated orally or in writing or by any electronic means or otherwise and with or without authentication.
  14. Neither the Firm, its partners, directors or employees shall incur any liability for any failure on their part to comply wholly or partly with any instruction, request or advice which is not in writing and shall not be responsible for any non-receipt thereof or any errors or ambiguity therein or any lack of authority on the part of the person giving or making the same and in the case of written instruction, requests or advice shall not be so responsible in the absence of gross negligence.
  15. The address, telephone, telex and telefax numbers of the Firm and Appointees shall not (without their consent) appear on any notepaper, advertisement or other documentation of the Client Company.
  16. The Owner accepts that the Firm is not obliged to have recourse to the assets of the Client Company or any other person before any claim against the Owner be enforced hereunder and the Owner undertakes that if the Owner is sued hereunder and the Client Company be not sued also the Owner will not claim that the Client Company be made a party to the proceedings.
  17. All and any obligations hereunder to provide the Services shall cease:
    1. forthwith if the Owner shall fail to observe any of the covenants, undertakings and agreements on the Owner's part herein to be observed; or,
    2. if the Firm shall have given to the Client Company notice to that effect;
    and the Owner shall provide alternative facilities for the client company to enable the Firm to resign forthwith from any offices held . If the Owner does not forthwith provide such alternative facilities then the Firm or Appointees shall be entitled to transfer all or any shares in or capital of or other interest or assets in the Client Company into the name of the Owner. The Firm, its partners, directors and staff shall not be liable in any way for any losses, costs damages or expenses to the Owner arising as a result of any action hereunder, and the owner will indemnify the Firm, its partners, directors and staff against all demands,claims, liabilities, costs and expenses it may incur in connection herewith.
  18. Any notice required to be given hereunder shall be in writing addressed to the party concerned at its address shown in the attached questionnaire or such other address as either party may from time to time have notified to the other for the purpose. Any notice:
    1. delivered personally shall be deemed to have been given at the time of such delivery;
    2. set by letter shall be deemed to have been given 10 days after posting;
    3. sent by telex or telefax shall be deemed to have been given at the time of despatch;
    4. sent by cable shall be deemed to have been given 2 days after despatch.
  19. The Firm reserves the right to vary these Terms and Conditions from time to time as it thinks fit. Any such variation shall only be made by written agreement.
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