1 Definitions
2 Unacceptable Business
3 GIC
4 The Principal
5 Charges&Payment of Charges
6 Undertaking
7 Indemnity
8 Confidentiality
9 Assignment
10 Amendments
11 Termination
12 Law and Jurisdiction
 
"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.
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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.
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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 Principalí»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.
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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.
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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.
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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 GICí»s willingness or ability to provide, or continue to provide, the Services.
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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.
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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 GICí»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.
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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.
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GIC shall be entitled to amend these Terms of Business from time to time.
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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.
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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.
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