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Terms & Conditions
Applicable to all services provided by Cozier & Associates
Definitions
1. The following terms shall where the context so admits have
the meanings hereinafter assigned to them:
"Appointees"
means and includes any individual or company and the heirs
personal representatives assigns and successors in title of
each of them who shall act in any capacity whatsoever in connection
with the Established Entity including but without limiting
the generality thereof as a director, officer, employee, agent,
trustee, manager, signatory or shareholder of any Established
Entity.
"Client"
means and includes the beneficial owners, beneficiaries and
instigators of an Established Entity and the Entity itself
and any of them which may from time to time receive Services
from the Service Provider and shall include in the case of
an individual his heirs personal representatives successors
in title and assigns and shall in the case of more than one
person mean such persons jointly and severally and shall include
the survivor or survivors of them and the heirs personal representatives
successors in title and assigns each of them.
"Employees"
means and includes the partners, directors, officers, servants,
agents and staff of the Service Provider.
"Established Entity"
means and includes any company, corporation, trust, partnership,
association, individual or other entity or person for which
Services are provided by the Service Provider to the Client.
"Service Provider"
means and includes Cozier and Associates and all subsidiaries
and other firms, entities and individuals for the time being,
associated with or employed by any one of them and the heirs,
personal representatives, assigns and successors in title
of each of them and any of them which may from time to time
provide Services for the Client.
"Services"
means and includes all work to be done and services to be
provided in the establishment or administration of or for
or on behalf of an Established Entity by the Service Provider.
Words importing the singular shall include the plural words
importing the masculine gender shall include feminine and
the neuter and vice versa in each case and words importing
persons shall include bodies of persons whether corporate
or unincorporated.
Remuneration
2.1 The Service Provider shall be entitled to remuneration
from the Client in accordance with its scale of fees in force
from time to time in addition to reimbursement for all expenses,
duties, taxes or charges and other liabilities incurred by
it or the Appointees or Employees in the provision and performance
of the Services.
2.2 In addition to the remuneration herein mentioned the
Service Provider shall be entitled to a lien on all books,
records, files or other matters or things of the Established
Entity and the Service Provider shall be entitled to retain
or dispose of such items at the its discretion pending payment
in full of any debts with interest and costs due to the Service
Provider from the Client. Correspondence files and records
(other than statutory corporate records) of the Established
Entity shall be and remain the property of the Service Provider.
3. The Service Provider shall be entitled to retain any
benefit (whether direct or indirect) including but not limited
to all commissions fees or other remuneration obtained: -
3.1 by reason of the Service Provider or any of the Employees
or Appointees acting as manager, trustee, director or officer
of or adviser to any company, investment fund or scheme the
shares or units of which are comprised in the assets of an
Established Entity;
3.2 on any purchase or sale of investments;
3.3 under any banking or investment advisory or other arrangements
entered into on behalf of the Established Entity;
3.4 on the giving of advice or other services to or in respect
of the Established Entity.
Clients Covenants
The Service Provider shall also be entitled to apply in
settlement of any debts due to the Service Provider from the
Client in respect of an Established Entity or Services any
sums received by the Service Provider from, on behalf of,
or for the Client in respect of any other Established Entity
or Services notwithstanding that there is no connection or
relationship between the said Established Entities or Services
other than the fact that the Client is the same in each case.
4. All monies payable to the Service Provider shall be paid
within 30 days and interest will be charged on overdue payments
at the rate of 15% per annum.
5. The Client covenants for himself and those persons or
entities authorized by him and their respective personal representatives
successors and assigns that: -
5.1 any asset owned, introduced or caused to be introduced
to the Established Entity has been owned, lawfully introduced
and is not derived from or otherwise connected with any illegal
activity;
5.2 the Established Entity will not be engaged or involved
directly or indirectly in any unlawful activity or be used
for any unlawful purpose and the Client will keep the Service
Provider adequately and regularly informed of all business
to be transacted in the name of or for the account of the
Established Entity;
5.3 At the request of the Service Provider the Client shall
be obliged to disclose or to procure the disclosure to the
Service Provider of any and all information concerning the
Established Entity or its business;
5.4 the Client will use his best endeavors to ensure that
the Established Entity is run in a proper and business-like
manner and complies with all applicable laws and regulations;
5.5 the Client has taken appropriate tax and other advice
with regard to the establishment, conduct and use of the Established
Entity;
5.6 no instructions given to the Service Provider will require
or involve any unlawful act or contain any falsehood and that
all information given to the Service Provider will be full,
complete and accurate;
5.7 the Client will not use the Established Entity in any
manner contrary to any applicable code of dealing in securities;
5.8 the Client shall procure that the Established Entity
complies with all filing requirements in any applicable jurisdiction
and that all taxes and governmental dues payable by the Established
Entity are discharged;
5.9 the Established Entity will be kept in sufficient funds
by the Client to honour its liabilities as and when they become
due and the Client will at all times guarantee the due payments
of any amounts due to the Service Provider which will be a
first charge on the funds of the Established Entity with no
requirement that recourse be had to the assets of the Established
Entity or any other person before claim be enforced under
such guarantee;
5.10 the Client shall notify the Service Provider before
alienating, assigning, selling, pledging or otherwise disposing
of or encumbering the Client’s interest in the Established
Entity or any part thereof;
5.11 the Client will promptly inform the Service Provider
of any potential or actual claim or demand or the commencement
of any action suit or proceeding against the Established Entity.
Disclosure of Information
6.1 The Client acknowledges that in certain circumstances
the Service Provider, Employees or Appointees may be obliged
to give evidence and information to courts or authorities
in connection with the affairs of the Established Entity.
Disclosure will not be made to third parties unless required
by law and specifically under the Confidential Relationship
Act, 1985 or where the failure to make such disclosure would
in the opinion of the Service Provider is prejudicial to them,
the Appointees or the Employees.
6.2 Any notification which the Service Provider may be required
or permitted to make to the appropriate authorities under
money laundering, drug trafficking, anti-terrorist or other
public interest legislation may be made by the Service Provider
without any liability to the Client on the part of the Service
Provider or its employees in contract or in tort or for breach
of confidence or defamation or otherwise.
Instructions
7. The Service Provider is authorized to act and entitled
to rely on instructions, requests or advice from the Client
or any person they believe to be duly authorized by the Client
in all matters concerning the Established Entity and its affairs.
Such instructions requests or advice may be communicated orally
or in writing or by electronic means or otherwise and with
or without authentication.
Limitation of Liability and Indemnity
8. Neither the Service Provider, the Employees nor the Appointees
shall incur any liability: -
8.1 for any failure on their part to comply wholly or partly
with any instruction, request or advice which is not received
or is incomplete, incorrect, illegible or ambiguous or for
any lack of authority on the part of the person giving or
making the same;
8.2 for the acts or omissions of any person or entity who
or which is appointed, designated or empowered to act as director,
officer, employee, agent, individual, trustee, manager, signatory
or shareholder or holder of any general or special power of
attorney with respect to the Established Entity.
9. The Client undertakes at all times to hold the Service
Provider, the Employees and the Appointees harmless and to
indemnify and keep them indemnified against all actions, suits,
proceedings, claims, demands, costs, expenses and liabilities
of whatsoever nature which may arise or accrue or be taken,
commenced, made or sought from or against the Service Provider
or the Employees or Appointees in connection with the Established
Entity or arising from the provision of the Services of any
of them.
10. The Service Provider is authorized to take any steps
which in its absolute discretion it thinks fit to protect
or further the business or assets of the Established Entity
and to employ such advisers as it in its discretion considers
appropriate and to do or cause to be done such other acts
or things as it deems to be expedient in the interests of
the Client and any expenses incurred shall be borne by the
Established Entity.
11. The Service Provider shall have the right to participate
in and to the extent that it may wish to defend, settle or
compromise in consultation with the Client but at the discretion
of the Service Provider any action suit proceeding claim or
demand made against the Established Entity.
12. Where a business or any interest therein is contained
in the assets of an Established Entity neither the Service
Provider, the Employees nor the Appointees shall be bound
or required to interfere in its management or conduct.
Use of Service Provider’s Address, etc
13. The address, telephone and facsimile numbers of the
Service Provider and the names of the Appointees and Employees
shall not (without their consent) appear on any notepaper
or other documentation of the Established Entity or in any
advertising material nor shall the Client represent himself
as having authority to bind the Established Entity where no
such authority has properly been given.
Breach by Client
14. In the event that: -
14.a any demand is made against the Established Entity for
payment of any sum due by the Established Entity to any person
including but not limited to any taxes, duties, fees or other
governmental or state impositions and any fees and expenses
due under clause 2 and such payment has not yet been made;
or
14.2 the Service Provider requires instructions from the
Client and has been unable to obtain instructions which in
its absolute discretion it considers adequate and proper;
or
14.3 the Service Provider, Employees or Appointees have received
instructions from the Client or any authorized person which
they believe it would be inadvisable to follow in the interests
of the Client or the Service Provider; or
14.4 any action is deemed to be required by the Service Provider,
the Appointees or the Employees at their discretion;
then provided that the Service Provider shall have given
notice to the Client that the provisions of this clause shall
apply and provided that the Client shall not have complied
with the notice within the period stated therein then the
Service Provider may proceed in any one or more of the following
ways: -
- take such further action as it may in good faith and at
its sole discretion deem to be in the best interest of the
Established Entity, the Client, the Service Provider, the
Appointees and/or the Employees;
- take no further action at all in relation to the Established
Entity or in relation to a particular matter;
- utilize any assets of the Established Entity in or towards
the satisfaction of any such demand;
- have the Established Entity dissolved, struck off or otherwise
terminated;
- transfer all or any shares in or capital of or other interest
or assets in the Established Entity into the name of the Client.
No liability shall attach to the Service Provider, the Employees
or Appointees in respect of or arising out of any action or
inaction, which is in accordance with the provisions of this
clause 14.
15. All and any obligations to provide the Services shall
cease, the Service Provider may withdraw the services or any
of them and the Appointees may resign: -
15.1 forthwith if the Client shall fail to observe any of
the terms, conditions and obligations herein contained; or
15.2 if the Service Provider shall have given notice to
the Client to that effect upon notice having so been given;
and the Service Provider shall then be entitled to proceed
in one of the ways referred to in clause 14 and the Client
shall forthwith provide alternative facilities for the Established
Entity.
16. The Client’s covenants shall remain effectual
notwithstanding the cessation of the whole or any part of
the services and the Service Provider or Appointees shall
be entitled to make such retentions and receive such indemnities
as it may require in respect of any actual or contingent liabilities.
Notice
17. Any notice required to be given hereunder shall be in
writing and in English addressed to the party concerned at
its address from time to time notified to the other for the
purpose failing which the last known usual address of such
party. Any notice:-
17.1 delivered personally shall be deemed to have been given
at the time of such delivery;
17.2 sent by courier post shall be deemed to have been given
7 days after posting;
17.3 sent by airmail letter shall be deemed to have been
given 12 days after posting;
17.4 sent by telex, telefax or e-mail should be deemed to
have been given at the time of transmission;
Joint Clients
18. Where two or more persons constitute the Client they
shall be joint tenants with rights of survivorship unless
written notice to the contrary is given to the Service Provider
and each such person or entity hereby constitutes each and
every other such person or entity to be his or its agent to
exercise full power and authority in respect of him or it
and each such person or entity agrees that their obligations
are joint several and indivisible.
Force Majeure
19. Both parties shall be released from their respective
obligations in the event of national emergency, war, prohibitive
governmental regulation or if any other cause beyond the control
of the parties or either of them renders their performance
hereunder impossible.
Whole Agreement
20. These terms and conditions constitute the entire terms
and conditions and may not be amended, altered, varied, transferred
or assigned by the Client, their servants or agents without
the prior written consent of the Service Provider.
21. The Service Provider reserves the right from time to
time to vary or modify these terms and conditions and its
scale of fees as it thinks fit. Any variation sought by the
Client to the terms and conditions from time to time published
may only be made by written agreement.
22. These terms and conditions will apply in respect of
all Services actually provided by the Service Provider whether
or not there shall be in existence any written or other express
acceptance thereof by the Client.
Governing Law
23.1 These terms and conditions shall be governed by and
construed in accordance with the Law of the Federation of
St. Christopher and Nevis and the Client irrevocably agrees
for the exclusive benefit of the Service Provider that the
Courts of the Federation of St. Christopher and Nevis are
to have jurisdiction to settle any disputes which may arise
out of or in connection with these terms and conditions that
accordingly any suit action or proceeding arising out of or
in connection with these terms and conditions (in this clause
referred to as the "Proceedings") may be brought
in such Courts.
23.2 Nothing contained in this clause shall limit the right
of the Service Provider to take Proceedings against the Client
in any other Court of competent jurisdiction nor shall the
taking of Proceedings in one or more jurisdictions preclude
the taking of Proceedings in any other jurisdiction whether
concurrently or not. The Client irrevocably waives (and irrevocably
agrees not to raise) any objection which it may have now or
subsequently to the laying of the venue of any Proceedings
in the Courts of St. Christopher and Nevis or any other Court
nominated by the Service Provider hereunder and any claim
that any such Proceedings have been brought in an inconvenient
forum and further irrevocably agrees that a judgement in any
Proceedings brought in any such Court as is referred to in
this clause shall be conclusive and binding upon the Client
and may be enforced in the Courts of any other jurisdiction.
23.3 The Client may appoint upon prior consultation with
the Service Provider an appropriate Solicitor, or firm of
Solicitors as agents to accept on its behalf service of any
writ, judgement or other notice of process in connection with
Proceedings in the Courts of St. Christopher and Nevis.
Void Clauses
24. Should any clause in these terms and conditions be found
to be void for any reason the other clauses herein contained
shall remain as valid and effectual as if the void clause
had never been a part of these terms and conditions.
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