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Terms and Conditions of Engagement


TERMS AND CONDITIONS OF ENGAGEMENT

 

Cyworld Wealth Limited and/or CYWORLD GROUP OF COMPANIES (hereinafter refer to as “Cyworld”) is pleased to have the opportunity to provide Services to the Client and the Client agrees to accept the following terms ("Terms") and conditions of the engagement (the "Engagement"):

Definitions

"Administrative Service Provider" means Cyworld its Professional Partners and/or Associates and/or Subsidiaries and affiliated company and each of its employees, agents, officers and servants from time to time who are engaged in providing the services;

“Authorized Person” the person(s) duly authorized by the Client to act on behalf of the Client and communicate with the Administrative Service Provider the Clients’ instructions, directions or consent of the Client, before the Administrative Service Provider proceed with any actions.

"Client" means the instructing party or the beneficial owner which gives instructions to the Administrative Service Provider and the client of record for the Company, individually or jointly as the context requires.

 

"Company" means any one or more companies in respect of which Cyworld provides Services at the Client's request;

"Services" means any services as may be agreed between the parties from time to time.

“Third Party’’ means (a) credit institution or financial institution or auditors or independent legal professionals or person providing to third parties trust and company services falling under the EU Directive and which:

(i)  They are subject to mandatory professional registration, recognised by law; and

(ii)They are subject to supervision regarding their compliance with the requirements of the EU Directive

(b) Third party may be any other person who is engaged in ‘financial or other business’ as defined above or accountants or independent legal professionals or persons providing to third parties trust and company services and who operate in countries outside the EEA and which according to a decision of the Advisory Authority for Combating Money Laundering (ML) and Terrorist Financing (TF) , have been determined that they impose equivalent procedures and measures for the prevention of ML and TF to those laid down by the EU Directive.  The above mentioned third persons must be:

       (i) Subject to mandatory professional registration, recognised by law; and

            (ii) Subject to supervision regarding their compliance with the requirements of the EU Directive;

(c) The terms financial institutions and persons engaged in financial business activities do not include for the purposes of this section currency exchange offices and money transmission or remittance offices.

This document sets out the Terms upon which theAdministrative Service Provider will act for you unless otherwise agreed and varied in writing by a Director of Cyworld.  If there is any conflict between any engagement letter and these Terms, the engagement letter will prevail.

THE Administrative Service Provider

The Administrative Service Provider will provide the Services as may be agreed in writing between the Client and the Administrative Service Provider with reasonable skill and care and in accordance with the professional standards expected of us and in a timely manner.

 

The nature, extent and content of the Services we provide will be determined by the specific nature, scope and limitations of our engagement with you and your instructions, as well as the amount and accuracy of information provided to us and the timescale within which you require the Services to be rendered.

If at your request, we obtain legal advice on your behalf or provide the services in an abbreviated format or timescale, you acknowledge that you will not receive all the information you would have done had we provided a full written report or had more time in which to carry out the work.

We rely upon the accuracy of information provided to us by you, or by others on your behalf.  We will not normally seek to verify or check any information provided to us by you and you acknowledge that we shall be entitled to rely on such information when carrying out your instructions.

Unless you inform us to the contrary in writing, we may correspond by means of the Internet or other electronic media.  Although we will take reasonable steps to safeguard the security and confidentiality of the information transmitted, you acknowledge that we cannot guarantee its security and confidentiality.  It is our policy to check all correspondence with anti-virus software; however, we cannot guarantee that email transmissions will be free from viruses.

The client

It is the Client's responsibility in relation to the engagement to promptly provide the Administrative Service Provider with complete and accurate information and instructions and all information necessary in order to ensure that the Company complies with applicable legislation.  We will not be responsible for any direct or indirect consequences which may arise from any delay or failure by you to do so and these may also result in additional fees for which we may raise invoices.

 

The Client will provide us with documentation evidencing due diligence performed on all Companies for which Cyworld will act as Administrative Service Provider.

In case the Client and/or beneficial owner fails to co-operate with the Administrative Service Provider and/or any other party involved regarding the provision of any requested documentation and regarding the administration of the Client’s company and/or in any other matter, the Administrative Service Provider and/or the Agent at their own discretion shall proceed with appointing the Client and/or beneficial owner as Director and/or Secretary and/or Shareholder of the Company.

In order to enable the Administrative Service Provider to meet its legal and regulatory obligations in respect of any company for which it provides Services, the Client shall keep the Administrative Service Provider fully and promptly informed of any changes in the capital of such company and any changes in the directors and officers of such company;

The Client and the Company shall immediately inform the Service Provider of any other matters that might affect the Company and or the Administrative Service Provider's willingness to provide, or continue to provide, any of the Service or of any matter that is material to the affairs of the Company.

In case the Client and/or the Beneficial Owner and/or the Attorney Person proceed with the signing of any contract and/or agreement and they fail to inform the Administrative Service Provider and/or the Director of the Company within seven days, then all actions will be rendered illegal and void.  The Client and/or the Beneficial Owner and/or the Attorney Person shall always inform any third party involved that the Directors and/or Secretary and/or Shareholder (where applicable) are only acting as Nominees and the said Nominees have no responsibility arising from any contract and/or agreement, loan or any other actions undertaken by the company.

The Beneficiaries certify and confirm that the information provided by them or via the Introducer and/or Agent and/or Client to the Administrative Service Provider is true and correct and confirm that the company will not be used for any illegal purpose.

The Beneficiaries declare and confirm that they have clear criminal and credit records and that all their instructions and requests are legal and in accord with Cyprus Law and the Law of their country and of any country in which the company will conduct business and that they have received and will continue to receive professional advice from their Advocates, and/or Lawyers and financial advisors regarding the formation and operation of the company to be formed in pursuance to the present written instructions.

The Beneficiaries undertake to fully indemnify the Administrative Service Provider and any Nominee Shareholder, Directors and other Officers provided by the Administrative Service Provider and/or any of its group companies, against any losses, damage or expenses arising out of or due to their office or capacity in the company.

DUE DILIGENCE

Under the Law 188(I)/2007 of Money Laundering Activities Law of 2007 and the Law on the Regulation of Fiduciaries, Administration Businesses and Company Directors, which transposes the provisions of Directive 2005/60/EC and Directive 144-2007-08 into national Law N.196(1)/2012, Cyworld have adopted a new policy of possessing data, when providing secretarial and other data possessing services, so as to upgrade the services provided to better standards. The Client shall promptly provide to the Administrative Service Provider prior to any business relationship establishment the following documents:

 

1.      Certified True Copy of the International Passport of the Beneficial Owner. The Passport should be certified either by a Notary or by a Lawyer or Accountant or Auditor.

 

2.      Certified True Copy of the Internal Passport of the Beneficial Owner with the page stating/proving the address, accompanied with an official translation in English. The Passport should be certified either by a Notary or by a Lawyer or Accountant or Auditor.

 

3.      Certified True Copy of recent Utility Bill (not older than three months) of the Beneficial Owner (bank statement, gas bill, water bill, credit card statement, etc. except mobile telephone) accompanied with an official translation in English. The Utility Bill should be certified either by a Notary or by a Lawyer or Accountant or Auditor; (must be submitted every year).

 

PLEASE NOTE THAT SEPARATE IDENTIFICATION DOCUMENTS MUST BE PROVIDED TO CONFIRM PROOF OF IDENTITY AND PROOF OF ADDRESS.  FOR EXAMPLE INTERNAL PASSPORT CANNOT BE USED FOR BOTH PROOF OF IDENTITY AND PROOF OF ADDRESS.

 

4.      Curriculum Vitae of the Beneficial Owner;

 

5.      Biography of the Beneficial Owner and Statement outlying the Business Activities of the Company; (must be submitted every year, if any changes).

 

6.      Bank Reference Letter for the Beneficial Owner.

 

7.      Professional Reference letter for the Beneficial Owner in original drafted either from a Lawyer or an Accountant. (Sample will be provided upon request)

 

8.      Agreements for the provision of nominee services of A) Shareholders (DD-006 Form) and/or B) Directors/Secretary (DD-007 Form) initialized in each page and signed by the Beneficial Owner in original format. Also must be duly signed by 2 witnesses with their ID and/or Passport numbers.  OR Indemnity to administrators/directors/secretaries/nominee shareholders and Declaration Letter of the beneficial owner.

 

9.      For the Directors/shareholders/attorney persons/signatory(ies) we have to receive the following due diligence:

 

a.     Certified as true copy of the International passport by a lawyer or accountant;

b.    Certified by a lawyer or accountant the internal passport with the official translation in English;

c.     Updated utility bill (not older than 3 months) accompanied with an English translation, certified by a lawyer or accountant;

d.    Bank Reference letter for the beneficial owner (not older than 3 months) in English;

e.    Professional Reference letter by a lawyer or accountant  for the beneficial owner(not older than 3 months) in English;

f.     CV (Curriculum Vitae)

 

 

10.  If the Shareholder and/or Director and/or Secretary of the company is a legal entity, due diligence certified documentation of the legal entity, including all the corporate documentation leading up to the actual ultimate Beneficial Owner (physical person). Also must be Apostilled and/or Certified by Embassy of Cyprus. Documents requested include the below:

 

                                          i.    Official Certificate of Incorporation of the company;

                                         ii.    Certified Memorandum and Articles of Association of the company;

                                        iii.    Official Certificate of Director and Secretary, Shareholder, Registered Office of the Company; (For Cyprus Companies)

                                        iv.    Register of Officer, Member, Secretary;

                                         v.    Resolution of Subscriber;

                                        vi.    Share Certificate of the Company;

                                       vii.    Official Certificate of Good Standing of the Company;

                                      viii.    Official Certificate of Incumbency of the Company; (if applicable)

                                        ix.    Any Powers of Attorney or other express, implied or ostensible authority given by the Company, with supporting resolutions;

                                         x.    Declaration of Trust;

 

b.    For any purchase of Shares of Subsidiaries the following documents must be received:

                                          i.    Update Articles of Association of the companies;

                                         ii.    Update Certificate of Incorporation of the companies;

                                        iii.    Fully Updated Extract from the Registrar of Companies for the Companies;

 

11.  Source of funds of the client;

  1. Intended Business Activities of the Company;

 

  1. Engagement Letter;

 

 

In case that the above documents are in Language other than Greek and/or English, then a True Translation Apostilled and/or Certified by Translator or Lawyer or Accountant or Auditor must be attached.

 

The points 3 and 5 must be submitted every year, with the Renewal of the Company and 3, 5 if any changes are applicable.

 

No orders and/or requests will be executed unless the abovementioned information/ documentation are provided to the Administrative Service Provider.

The Client shall promptly provide information to the Administrative Service Provider in order for the Administrative Service Provider to have a sound understanding on the source of funds for the proposed business operations.

In case the Client and/or Beneficial owner fails to provide aforementioned Due Diligence within a timeframe of 72 hours, the Administrative Service Provider at its own discretion shall resign as Administrative Service Provider and also proceed with the resignation of the Nominees and/or Trustees.

Additional Due Diligence (‘Know Your Client & Know Your Client Business’ and Anti-Money Laundering Procedures) for Beneficiaries may be required anytime at his discretion and the Administrative Service Provider retains the right to request further relevant proof and documentation.

 

TERMS OF BUSINESS

The Authorized Person and/or the Client and/or the Third Party confirm that they are aware of the legislative measures regarding the Prevention of Money Laundering and Terrorist Financing and they satisfy the legislative requirements.

1.    The Authorized Person and/or the Client and/or the Third Party agree to hold satisfactory due diligence on the applicants for business/customers which can be readily produced to Cyworld (‘the Agent’) and can provide whatever further information Cyworld may request from time to time including but not limited to Full Due Diligence, the background of the Client and business/commercial activities of the Company/ies incorporated by and/or under the administration of Cyworld.

 

2.    The Authorized Person and/or the Client and/or the Third Party will maintain proof of address and identification documents of all directors and/or shareholders (holding 10% or more of the shares), Authorized Signatories and Attorneys-In-Fact, Officers, Beneficial Owners-End User Clients of all new and existing companies introduced to us.  The Authorized Person and/or the Client and/or the Third Party will keep the Administrative Service Provider adequately informed of any changes in the client’s contact details, including nationality, passport number, residential and contact/main address, phone and fax numbers, and e-mail address.

 

The Administrative Service Provider shall advice the Authorized Person and/or the Client and/or the Third Party in writing of any termination of business relationship of a customer/client involved within the introduced business relationship and provided with any due diligence requested.  The Administrative Service Provider, the Agent and the Client and/or Beneficial owner will maintain the above due diligence records and the statutory documents during the period of services, as well as, for at least six (6) years after the termination of the business relationship with an applicant for business/customer.

 

3.    The Authorized Person and/or the Client and/or the Third Party shall authorize the Administrative Service Provider to act on all reasonable instructions, request and advice signed or given by, or purporting to be signed and/or given by the client or the client’s authorised representatives, or other person the Administrative Service Provider believes to be duly authorised by the Client.

 

4.    The Authorized Person and/or the Client and/or the Third Party will at all times irrevocably and unconditionally hold harmless and indemnify the Administrative Service Provider  and any parent, branch, subsidiary, partner company or affiliate thereof, and their directors, shareholders, officers and employees as well as corporate director, nominee shareholders, nominee secretaries provided by the Administrative Service Provider, against all claims, proceedings, demands, actions, suits, damage, expenses, penalties and liabilities arising or brought against any of them by reason of any breach of the above Terms of Business or the provision of the Company and/or services to the client, or the client’s use of the same thereof.

 

5.    The Authorized Person and/or the Client and/or the Third Party understand and agree that the Administrative Service Provider shall not be responsible for the authenticity of any signature, instruction or notice purportedly given by the client or the client’s authorized representative, and all possible communication errors including those arising from the use of e-mails, failed and/or incomplete transmission are entirely the risk of the client.

 

6.    All fees charged by the Administrative Service Provider to the Client are subject to change without notice, any such change becoming effective upon 30 calendar days advance notice, except for increases in government fees where in all such cases the fees become effective immediately.

 

7.    The Administrative Service Provider reserves the right to refuse to provide any services to the client, until fees are covered in full by the Client.

 

8.    If the services of Nominee Director, Nominee Shareholder and/or Nominee Secretary are provided to the Client any appointment and subsequent change will be at the absolute discretion of the Administrative Service Provider.

 

9.    The Authorized Person and/or the Client and/or the Third Party confirm that they have a system in place to hold up to date due diligence, including high, medium and low risk clients.  None of the services rendered by the Authorized Person and/or the Client and/or the Third Party will be used to engage in any illegal activities, drug trafficking, money laundering and terrorist financing activities.  If there are legal actions taken by a party against the Company, the Administrative Service Provider shall be entitled to take any reasonable action at the discretion of the Administrative Service Provider, and in particular the Administrative Service Provider may take no further action at all, utilize the assets of the Company towards the satisfaction of any such demand or take any other action the Administrative Service Provider deem appropriate and necessary.

 

10.  If the client comprises more than one individual, each individual client agrees that each of the other individual client may give instructions to the Administrative Service Provider in connection with the provision of services, and that the Administrative Service Provider may consider such instructions to be proper instructions of the client.  Each individual client agrees that his/her liabilities and obligations under these Terms and Conditions are joint, several and indivisible regardless of whether these individual clients act jointly or individually with respect to the Company and regardless of which of them gave the instructions.  These Terms and Conditions are also binding for any legal representatives, successors and assignees of the client.

 

11.  The Administrative Service Provider cannot incorporate a company or continue to provide any services if the Authorized Person and/or the Client and/or the Third Party do not comply with the listed agreements.  The Administrative Service Provider may terminate provision of any or all services to the client at any time, without explaining the reasons for such action and giving 30 calendar days advance notice to the client.

 

12.  The Administrative Service Provider reserves full right to alter these Terms and Conditions at any time in writing.

documents

We retain all copyright and other intellectual property rights in everything developed by us both before and during our engagement with you including all documents, all information held on disk or in any information retrieval system, systems, methodologies, software and know-how save for share certificates and original documents given to us by you and expressly held on your behalf.

 

ASSISTANCE IN THE OPENING OF BANK ACCOUNTS

 

The fee set forth for the Introduction and Opening of a bank account for the Client depends on that the Client provides the required documents at the first time, Administrative Service Provider will always provide such requirements in the Bank Questionnaire as may be amended from time to time.

 

Should the Client fail to provide this information and should the Administrative Service Provider continuously request the same documents by the Client because something continuous to be missing, the Administrative Service Provider, will charge an additional fee for the additional work.  If the Client refuses to pay this additional fee the application will be declined and no refund is made.  Should it be necessary for the Administrative Service Provider to collect the required information by any Third Party upon request by the Client, an additional charge applies.

 

The Client comprehends that the Bank has every right to request any additional information they deem appropriate and we will either provide it or they close the account.

 

fees, disbursements, billing and interest on invoices

The Administrative Service Provider's Schedule of Fees are those which have been agreed between the Administrative Service Provider and the Client and in the absence of such agreement, shall be the fees and charges of the Administrative Service Provider as the Administrative Service Provider shall inform the Client from time to time.  These fees are reviewed periodically and may be varied from time to time to reflect increases in staff costs and other overheads.  Any increase in fees will be communicated giving one month's notice before the new fee takes effect.

Cyworld will bill you for external disbursements such as incorporation fees, fees for reports, search fees, filing fees, courier fees, travel costs and other expenses incurred by us on your behalf, as soon as they are incurred and irrespective of whether at that time they had actually been paid by us.  Business class airfares will be charged for all international travel, unless otherwise agreed prior to the commencement of the travel.  Interest is not payable to you by us in respect of any such disbursements incurred but not actually paid by us from time to time.

Cyworld will charge you for office disbursements generated by the Company, either on a provision basis or as a fixed percentage of the total fees up to a maximum of three percent.  These expenses include telephone and facsimile charges, photocopying and printing charges, stationery, compliance charges and other miscellaneous costs.  These charges and costs may include overhead charges.  We also reserve the right to charge for overtime costs where necessary to deal with your matter expeditiously. 

Cyworld reserves the right to remit invoices progressively or on an interim basis.  These progressive or interim invoices may not include some disbursements falling within the period of the invoice but which were notified to Cyworld late.  In these circumstances, such costs will be held over to later invoices.  Payment of each invoice is due within 30 days of the date appearing on the face of the invoice.

Cyworld reserves the right to ask us with funds in advance on account of our professional fees and disbursements from time to time.  Any retainer will be applied in whole or in part to our first invoice (and, to the extent that there is a surplus, to future invoices).  Cyworld may request further payments on account for fees and disbursements to be incurred as the matter progresses.  Cyworld will account to you fully for the initial payment and any future payments on account.  If such funds are not provided promptly, Cyworld reserves the right not to carry out further work in the matter until funds are received.  In the event that Cyworld's fees and disbursements in any matter are less than the initial retainer, Cyworld will reimburse the Client with any balance held by them.  It is important, however, that it is understood that the total fees may be greater than any advance payments.

Interest is not payable by Cyworld to the Client on payments made by the Client on account of fees and disbursements.

If a payment to Cyworld made in connection with our engagement with you will be or has been subject to tax, you shall pay Cyworld on demand the amount (after taking into account any tax payable in respect of the amount and treating for these purposes as payable any tax that would be payable but for a relief, clearance, deduction or credit) that will ensure that the Company receives and retains a net sum equal to the sum it would have received had the payment not been subject to tax.

In the event that for any reason any invoice remains unpaid for a period of 60 days after the date appearing on its face, we will be entitled to charge you, in the discretion of Cyworld, interest at a specified rate on any amount outstanding until payment in full is received.  If no rate is specified, interest will be charged at five per cent.

We accept that any monies paid to the Administrative Service Provider for the arranging of any services of the company are under no circumstances refundable.

It is understood between us that any failure by you to observe these terms of payment is a serious breach and will entitle Cyworld to terminate our engagement with you and discharge Cyworld from any obligation to continue working for you either permanently or until payment had been effected.

confidentiality

Cyworld confirms that, except as may be required by law, a court of competent jurisdiction, or other governmental or regulatory authorities, we shall at all times keep confidential any confidential information you give to us and you agree that it will be sufficient compliance with our duty of confidence for us to take such steps as we in good faith think fit to preserve confidential information from misuse both during and after termination of our engagement with the Client.

Cyworld shall be entitled to disclose information concerning the Client or the provision of the Services, to their insurers or legal advisers to the Client’s auditors, bankers and legal advisers or to a third party to the extent that this is required, by any court of competent jurisdiction or by a governmental or regulatory authority or where there is a legal right, duty or requirement to disclose.

Any professional advice we provide to the Client or obtain on the Client's behalf during our engagement with the Client is given in confidence solely for the Client to rely upon and solely for the purpose for which we were retained by the Client.  Cyworld is not responsible to any third party who seeks to rely on such advice without our prior consent having been given to such third party.

conflict of interest

Cyworld provide a wide range of services for a large number of clients and may be in a position where we are providing services to companies and organizations which you might regard as giving rise to a conflict of interest.  Whilst Cyworld have established procedures to identify such situations, Cyworld cannot be certain that all such situations which exist or may develop will be identified, in part because it is difficult for us to anticipate what you might perceive to be a conflict.  Cyworld request that you notify us of any potential conflict affecting this engagement of which you are, or become, aware.  Where the above circumstances are identified and Cyworld believes that your interests can properly be safeguarded by the implementation of appropriate procedures, Cyworld shall discuss and agree with the Client the arrangements that Cyworld shall put in place to preserve the confidentiality and to ensure the advice and opinions which you receive from Cyworld are wholly independent.  Cyworld shall not use confidential information obtained from a Client to the advantage of third party, nor will it use confidential information obtained from another party to the advantage of a Client.

COMMUNICATION BETWEEN THE ADMINISTRATIVE SERVICE PROVIDER, THE CLIENT AND THE AUTHORIZED PERSONS

Where, under the provisions of this Agreement, the Administrative Service Provider is required to obtain instructions, directions or consent of the Authorised Person(s) before taking or failing to take any action, the following procedure shall be followed:

(a)   The Administrative Service Provider shall request such instructions, directions or consent from the Authorised Person(s) who shall respond to the Administrative Service Provider as soon as possible but in any event within 48 hours of receiving such request.

(b)  All instructions, directions or consent received from the Authorised Person(s) shall be in writing and will bear the signature of the Authorized Person(s).

(c)   Notwithstanding anything to the contrary herein contained, before taking any action, the Administrative Service Provider shall have the right to positively verify any instructions, directions or consent received by the Authorised Person(s).  Such verification shall be made by whatever means the Administrative Service Provider considers appropriate.

(d)  The Administrative Service Provider shall refuse to take any action if it considers that any instructions or directions given to it by the Authorised Person(s) are ambiguous that, if it acts upon such instructions or directions, it would breach any Laws of Cyprus (or of any other jurisdiction).

(e)  If any time during the Term it becomes impossible or impractical for the Administrative Service Provider to obtain the instructions, directions or consent of the Authorised Person(s) or the Administrative Service Provider wishes to relieved of its duties (or any of them) under the Engagement and has notified the Client accordingly, but has received no instructions or other response from the Client, then at the expiration of a period of one month from the date of such notification, the Administrative Service Provider shall have the right (in addition to any other rights it may have under the Agreement, the Law or otherwise), to cease acting on behalf of the Client and where appropriate, retire as signatory and inform the Competent Authorities in Cyprus and the relevant banks of such retirements.

notices

Any notice required to be given shall be in writing and shall be served by being posted by pre-paid mail or delivered by commercial courier service or forwarded by fax transmission to the last known address or fax number of the relevant party and shall be deemed to have been received if,

(a)   Sent to the Administrative Service Provider, when receipt acknowledged by the Administrative Service Provider

(b)  Sent to the Client, within 96 hours of posting or 24 hours if sent by facsimile transmission or by electronic mail or by telex to the correct facsimile number or electronic mail address of the Client.

Each of the parties hereto shall give notice to the other of the change or acquisition of any address or e-mail address or telephone, facsimile, telex or similar number at the earliest possible opportunity but in any event within 48 hours of such change or acquisition.

Assignment

The Terms of this Engagement shall be binding upon and endure to the benefit of the successors of the parties but shall not be assignable in whole or in part by any party without the prior written consent of the other parties provided that the Administrative Service Provider shall be entitled to assign its rights and liabilities hereunder by not less than 28 days notice to the Client.

 

indemnity

The Client shall at all times hereafter indemnify and keep indemnified the Administrative Service Provider against all actions, suits, proceedings, claims, demands, costs, charges, expenses and against the Administrative Service Provider by reason of or on account of the Administrative Service Provider providing the Services pursuant to this Engagement.

The Client (and if the Client consists of more than one person, all persons consisting the Client jointly and severally and where the Client is a corporation the Ultimate Beneficial Owners who are physical persons) shall at all time indemnify and keep indemnified the Administrative Service Provider from and against all liabilities (civil or criminal), costs, charges, losses and expenses suffered or incurred by them arising from or as a result of:

 

(a)   The performance of their obligations under this Engagement (including the exercise or the purported exercise of any powers, authorities or discretions vested in them pursuant to the Agreement or otherwise),

(b)  Any matter or thing done or omitted or any way relating to the provisions of this Engagement,

(c)   Any breach of the Client of its covenants or other obligations to the Firm under the Engagement,

(d)  The enforcement of the provision of the Engagement or,

(e)  Any action or proceeding relating to any of the above, except to the extent that they result from the gross negligence or wilful default of the Administrative Service Provider.

 

Without prejudice and in addition to any other obligation of the Client (under the Engagement, the Law or otherwise) at all times to indemnify and keep indemnified the Administrative Service Provider, where the Administrative Service Provider provides trustee services to the Client, the Client will at all times indemnify and keep indemnified the Administrative Service Provider from and against all liabilities (civil or criminal), costs, charges, losses and expenses suffered or incurred which the Administrative Service Provider may incur by reason of any shares or any of them being registered in the name of the Administrative Service Provider.

 

Without prejudice and in addition to any other obligation of the Client (under the Engagement, the Law or otherwise) at all times to indemnify and keep indemnified the Administrative Service Provider, where the Administrative Service Provider provides director services to the Company, the Client will at all times indemnify and keep indemnified the Administrative Service Provider from and against all liabilities (civil or criminal), costs, charges, losses and expenses suffered or incurred by it by arising from or as a result of the exercise or the purported exercise of any powers, authorities or discretions vested in the directors pursuant to the Law and the Company’s Articles, except to the extent that they result from the gross negligence or wilfully default of the Administrative Service Provider.  Notwithstanding anything to the contrary herein contained, the indemnity set out above shall apply whenever in taking or failing to take any action, the Administrative Service Provider has acted following the instructions, directions or consent of the Client or the Authorized Person(s).

 

 termination

The Client may terminate the services of the Administrative Service Provider at any time subject to giving at least 21 days prior notice in writing.  In the event of the Engagement being terminated, the Client shall immediately pay the Administrative Service Provider any sums due under the terms of the Agreement as at the date of termination. 

The Administrative Service Provider reserves the right to cease acting for you at any time including, but not limited to, when:

a.     You have not complied with these Terms or any other terms agreed in writing; or

b.    We have not received adequate instructions from you within a reasonable time of request, or we perceive in our discretion that the necessary relationship or mutual trust and confidence required for a workable lawyer/client relationship no longer exists; or

c.     We are unable to complete our standard due diligence process which we follow in order to comply with the Cyprus and Worldwide Anti-Money Laundering Code of Practice; or

d.    It becomes required by law or by our professional standards or rules for us to cease to act for you; or

e.    Any invoice has not been paid within 90 days of being presented or we consider that payment of our fees and disbursements may be at risk.

Termination shall be without prejudice to any rights or liabilities of any party either arising prior to the termination or arising in respect of any act or omission occurring prior to termination.

In the event of termination, the Administrative Service Provider shall not be obliged to return all or any part of the fees and expenses paid to it hereunder (save for amounts paid on account of disbursements to be incurred).

The Client and the Administrative Service Provider acknowledge that notwithstanding the right of the Registered Agent to terminate or suspend its services in accordance herewith the Administrative Service Provider (and/or its officers, agents and employees) may have continuing regulatory/fiduciary duties under applicable law.  Accordingly, without prejudice to its rights, it is agreed that the Administrative Service Provider shall be entitled (but not obligated) to continue to provide services so as to discharge such duties and shall be entitled to charge its applicable rate for the provision thereof.

agreement

Your continuing instructions will amount to your acceptance of these Terms and the appointment of the Administrative Service Provider as your agents in respect of the matter for which we are retained by you.

Each of the parties hereto acknowledges that the Engagement contains the whole Engagement between the parties.

All Terms on the part of any of the parties which comprise more than one person or entity shall be joint and several and the neuter gender throughout the Engagement shall include all genders and the plural and the successor in title to the parties.

governing law

These Terms are governed by and construed in accordance with the laws of the Cyprus and each of us irrevocably submits to the exclusive jurisdiction of the Courts of Cyprus to hear and decide any suit, action or proceedings, and to settle any dispute which may arise out of or in connection with these Terms and Cyworld's engagement with the Client.

general

A variation of these Terms is valid only if it is in writing.

 

The failure to exercise or delay in exercising a right or remedy provided by these Terms or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies.  No single or partial exercise of a right or remedy provided in these Terms or by law prevents further exercise of the right or remedy or the exercise of another right or remedy.

 

Nothing in these Terms shall be construed as creating a partnership or joint venture of any kind between us or as constituting one of us as the agent of the other for any purpose whatsoever.  Neither of us shall have the authority to bind the other or to contract in the name of or create a liability against the other in any way or for any purpose.

 

Each of the provisions contained in these Terms shall be construed as independent of every other such provision, so that if any provision of these Terms shall be determined by any court or competent authority to be illegal, invalid and/or enforceable then such determination shall not affect any other provision of these Terms, all of which other provisions shall remain in force and full effect.