 |
"GIC" means GLOBAL
INCORPORATION CENTRE LIMITED and any company under its
direct or indirect control and all its directors, agents
and employees, present or future or any of them;
"The Company" means the company or any legal
entity as specified in the Services Agreement;
"The Principal" means the person or persons
who has or have made the request to GIC to provide services
to the Company and whose name(s), address, and specimen
signature(s) are given on the Services Agreement.
"The Authorized Person" means the person
or persons who is or are authorized by the Principal to
give instructions to GIC and whose name(s), address, and
specimen signature(s) are given on the Services Agreement.
"Applicant" means any beneficial owner(s),
shareholder(s) or director(s) of the Company.
"Services" means the provision of GIC of management,
administration and other services requested by the Principal
on behalf of the Company or such other activities required
to maintain the Company in good standing including where
appropriate on the statutory registers of the country
of establishment/incorporation of the Company.
"Prohibited Persons" means person(s):
(a) under the laws of any country by reason of being a
minor or having no legal capacity (for whatever reason)
or otherwise unqualified to be a party to a contract;
(b) who are undischarged bankrupts or are otherwise disqualified
from acting as a director or who have been imprisoned
or found guilty of any criminal offence;
(c) who have been proven to act in a fraudulent or dishonest
manner in any civil proceedings.
"Illegal
Activities" means all illegal activities which, without
prejudice to the generality of the foregoing, include
activities relating to terrorism; drug trafficking; money
laundering; receiving the proceeds of criminal activities.
"Prohibited Activities" means:
(a) Unless otherwise agreed in writing any activity relating
to the provision of financial services which requires
a licence in any jurisdiction.
(b) Any activity whatsoever that may damage the good reputation
of GIC, the country of establishment / incorporation of
the Company. |
Top |
|
 |
| If any Applicants or the Principal
is or becomes Prohibited Persons or engages in any Illegal
or Prohibited Activities or the Company engages in any
Illegal or Prohibited Activities GIC may at its discretion
immediately terminate the Services. |
|
Top |
|
 |
3.1 GIC will provide the Services
with reasonable skill and care and in all cases as soon
as reasonably practical.
3.2 GIC undertakes, where applicable, to observe the nexus
between the Principal and the Principal’s clients or the
Applicants of the Company, as the case may be, and shall
only take instructions from the Principal and/or the Authorized
Person. Subject to Clause 9.2, no instructions regarding
the Company shall be taken from such third party or any
information regarding the Company or the Principal provided
to such third party without GIC having first obtained
the permission of the Principal and /or the Authorized
Person. |
|
Top |
|
 |
4.1 The Principal agrees to provide
GIC such information as GIC considers necessary in order
to ensure that the Company complies with all applicable
legislation.
4.2 The Principal is responsible for ensuring that the
information provide to GIC is correct. The Principal confirms,
undertakes and warrants that appropriate tax and legal
advice with regard to the establishment and operation
of the Company in all relevant jurisdictions with regards
to the establishment and operation of the Company and
for ensuring that the activities or proposed activities
of the Company will not breach the laws of any relevant
jurisdiction.
4.3 The Principal and/or the Authorized Person shall give
instructions and provide information to GIC in such manner
as may be required by GIC. GIC is expressly authorised
to act on verbal instructions or on instructions communicated
in any other manner whatsoever (whether authenticated
or not) but it is recognised by the Principal that GIC
will normally prefer instructions to be in writing signed
by the Principal or/and the Authorised Person. Documents
bearing a facsimile signature which is believed by GIC
to be genuine, are acceptable and binding.
4.4 The Principal acknowledges that GIC is bound by regulatory
and other obligations under laws and regulations of the
jurisdiction in which the Services are provided and the
jurisdiction of incorporation of the Company and agrees
that any action undertaken by GIC to comply with those
laws or regulations should not constitute a breach of
GIC`s obligations hereunder. |
|
Top |
|
 |
5.1 The Principal will pay to
GIC the relevant initial fees, the annual fees and charges
or other fixed or time based fees in respect of the Services
as set out in the Services Agreement and in the absence
of such Services Agreement, shall be the fees and charges
of GIC as published from time to time.
5.2 GIC will not provide Services unless GIC has received
in full and in advance all fees and disbursements due
to it in relation to the Company or the provision of the
Services. No refunds are given by GIC after an order has
been processed and no refunds will be made where GIC ceases
to provide Services.
5.3 GIC shall not be required to incur any expenses or
make any payments in the course of providing the Services
unless GIC has received sufficient funs in advance.
5.4 The Principal acknowledges that in connection with
the provision of the Services GIC may be instructed by
the Principal and/or the Authorized Person to instruct
a legal advisor or other third party service provider
on behalf of the Company. Any costs associated with the
Services provided by such third parties shall be invoiced
to and settled by the Principal.
5.5 Should GIC cease to provide Services or should the
Principal advises GIC that its services are no longer
required, the Principal must reimburse GIC for any fees
or costs which may be incurred and pay GIC fees in relation
to the strike off, dissolution, liquidation or transfer
of the Company.
5.6 Debit notes or invoices raised may, at the request
of the Principal, be made out against the Company and
be payable from any funds, bank accounts or any other
assets held by the Company. The Principal will nonetheless
remain primarily responsible for payment of all services
rendered by GIC.
5.7 Where any fees of Services remain unpaid for more
than 60 days GIC may thereupon at their absolute discretion
immediately terminate the Services and/or obtain payment
direct from any assets of the Company and/or the Principal. |
|
Top |
|
 |
6.1 The Principal will procure
and undertakes and warrants that all acts required to
be done by GIC will comply with all laws affecting, or
binding upon GIC, the Company, the Principal and the Authorised
Person and the Applicants.
6.2 The Principal will keep GIC fully and promptly informed
of any changes in the shareholdings and the officers of
the Company.
6.3 The Principal will provide full details of and promptly
inform GIC of any changes in its contact details.
6.4 The Principal will immediately inform GIC of any matters
which might affect the Company and/or GIC’s willingness
or ability to provide, or continue to provide, the Services. |
|
Top |
|
 |
| The Principal covenants with
GIC that they will at all time indemnify and keep indemnified
GIC against all suits, claims, proceedings, demands, costs,
expenses penalties, fines and liabilities which may be
taken or made against GIC or which may be incurred or
which may arise directly or indirectly by reason of any
act or anything done, or services performed by GIC in
relation to and pursuant hereto or by reason of anything
omitted to be done or of any failure to do or perform
any act or service which ought to have been done or performed
by GIC in relation to and pursuant hereto. |
|
Top |
|
 |
8.1 Subject to Clause 8.2 GIC
shall use all reasonable endeavours to keep confidential
information provided to them by the Principal or the Company
including the information provided in the Services Agreement.
8.2 The Principal acknowledges that GIC is bound by regulatory
and other obligations under the laws of relevant jurisdictions
and agree that any action or inaction on the part of GIC
in carrying out such obligations shall not constitute
a breach GIC’s obligations.
8.3 Notwithstanding any provision hereof, GIC shall be
entitled and is irrevocably authorized to open, read and
copy all and any correspondence received by the Company
and/or it on behalf of the Company, the Principal or the
Applicant. |
|
Top |
|
 |
9.1 The obligations of the Principal
(if more than one) are joint and several and shall bind
the legal representatives, assigns and successors of the
Principal.
9.2 The benefits and obligations of GIC herein contained
shall not be affected by any change in the composition
of GIC or its shareholders and shall be for the benefit
of any successors or assigns of GIC and shall continue
notwithstanding the termination of this agreement. |
|
Top |
|
 |
| GIC shall be entitled to amend
these Terms of Business from time to time. |
|
Top |
|
 |
11.1 GIC shall be entitled without
notice to cease to provide the Services, if
(a) The Principal fails to observe these Terms of Business;
(b) Any legal proceedings are commenced against the Company
or the Principal (including any injunction or investigation
proceedings or any incident that may bring the reputation
or standing of GIC into disrepute).
11.2 The Principal may at any time terminate this Agreement
by written notice. In the event of such termination GIC
shall immediately return to the Principal all documents
papers and files relating to the Company provided that
all fees and disbursements payable hereunder shall then
have been paid up to date by or on behalf of the Principal.
11.3 Notwithstanding such termination the indemnity contained
in Clause 7 above shall endure for the benefit of GIC
in respect of all acts performed by them prior to such
termination. |
|
Top |
|
 |
| The Agreement shall be governed
by and construed in accordance with laws of Hong Kong
and any dispute arising in respect thereof shall be subject
to the jurisdiction of the courts of Hong Kong and the
Company and the Principal hereby submit to the jurisdiction
of such courts. |
|
Top |
|
