1. APPLICABILITY

These Terms of Business set out the general terms that will apply to the services provided by TAROVISION Consulting and/or any of the third professionals appointed to perform the services (hereinafter referred to as “TAROVISION”) to its clients.

2. DEFINITIONS

2.1 In these Terms and Conditions, the following words and phrases shall, save where the context requires otherwise, have the following meanings:
“TAROVISION” refers to one or more of Tarovision Fiduciaries Group Ltd, a Cyprus private company limited by shares, its subsidiaries, its network of member firms, agents,intermediaries and their related entities. TAROVISION and each of its member firms are legally separate and independent entities that provide the “Services”;
“Business Day” means a day on which the Service Provider is ordinarily open to carry on business;
“Client” as used herein means the person who engages TAROVISION to render Services,directly or through the Managing Person or Authorised Person and/or means the beneficial owner and/or his Managed Entity to whom the Service Provider provides the Services;
“Managing Person or Authorised Person” as used herein means the person, if any, who is generally Autorised by the Client to give instructions to TAROVISION on a day to day basis;
“Instructions” means any communication, confirmation, instruction, notice or request given in writing by the Client or any other Authorised Person of the Client;
“Fee Schedules” means the attached Schedule of Fees or any Schedule of Fees issued from time to time by the Service Provider for the Services, as such schedule appears at all times on the web side of the Service Provider;
“Managed Entity” means any entitiy(ies) created directly or indirectly by TAROVISION, or any entities managed by TAROVISION, or any entities that TAROVISION provide Services, and any entity(ies) owned by the Managed entity in respect of which services are provided;
“Appointees” means and includes any individual or company who as part of the Services shall act as a director or other officer, secretary, trustee, protector, enforcer, nominee Partner,manager, signatory, shareholder or Registered Agent of any Managed Entity;
“Service Provider” means TAROVISION and each of its employees, agents,officers and servants from time to time who are engaged in providing the Services worldwide;
“Employees” means and includes the directors, other officers, consultants,partners and staff (as appropriate) of the Service Provider;
“Fee Schedules” means the attached Schedule of Fees or any Schedule of Fees issued from time to time by the Service Provider for the Services, as such schedule appears at all times on the web side of the Service Provider;
Services” as used herein means the provision by TAROVISION carried out or performed for or on behalf of or in connection with (whether before or after its establishment) any Managed Entity by the Service Provider or any Appointee or Employee of services consisting of:
i. Administration and consulting/advisory Services including the provision of corporate, management, administration and accounting services and without prejudice to the generality of the above in particular:
a) providing a corporate registered office, VAT agent, payroll agent, tax agent and/or registered agent;
b) corporate administration and record maintenance;
c) preparation and assistance in drawing up of minutes of corporate meetings of directors or general meetings of shareholders, including acting as company secretary;
d) maintaining of books of corporate accounts and filing the requisite annual returns;
e) providing office secretarial services and correspondence address, mail receipt, answering and facsimile services;
f) providing compliance services;
g) other administration services requested and agreed to in writing.
ii. The holding of any property for the benefit of a third party beneficiary.
iii. Director Services which means providing director services directly or through
the introduction to the Client of third party entities or persons to carry out such function.
h) other administrative services regulated by law that TAROVISION can provide under own governmental license.
2.2 References to these Terms and Conditions shall include the current version
or any other version as amended from time to time.
2.3 UNACCEPTABLE BUSINESS AND ACTIVITIES REQUIRING PRE-APPROVAL
2.3.1 “Illegal Activities” means any activity designated anywhere in the world as illegal or criminal which, with
out prejudice to the generality of the foregoing,shall be deemed to include activities relating to terrorism, drug trafficking,money laundering, receiving the proceeds of criminal activities or trading  with countries which may from time to time be subject to any  embargo imposed by the Security Council of the United Nations, the European Union or any successor or similar international organisation.
2.3.2 “Prohibited Persons” means persons:
2.3.2.1 prohibited  under the laws of any country for whatsoever reason or who may otherwise be legally incapable or disqualified from being party to a contract.

2.3.2.2 who are undischarged bankrupts or are otherwise disqualified from acting as a director or company officer  or who have ben imprisoned or found guilty of any criminal offence (other than a motoring offence carrying a non-custodial sentence).

2.3.2.3 who have been proven to act in a fraudulent or dishonest manner in any civil proceedings.
2.3.2.4 who are resident in a country which is subject to any international restriction or embargo including, but without prejudice to the generality of the foregoing, those imposed by the Security Council of the United Nations, the European Union or any successor or similar organization.
2.3.2.5 who are government officials or politicians.
2.3.3 “Prohibited Activities” means activities not approved or accepted by Tarovision and which, without prejudice to the generality of the foregoing,include activities relating to:
2.3.3.1 arms, weapons or munitions;
2.3.3.2 mercenary or contract soldiering;
2.3.3.3 security and riot control equipment such as stun guns, electronic restraining devices, CS gas or other similar materials, pepper sprays or any other device that could lead to the  abuse of human rights or be utilised for torture or which may otherwise be used in an offensive manner;
2.3.3.4 technical surveillance or bugging equipment and industrial espionage;
2.3.3.5 dangerous or hazardous biological, chemical or nuclear material
s including equipment or machinery to manufacture or handle such materials and the
transportation,handling,  disposal or dumping of such materials;
2.3.3.6 human or animal organs, including blood and plasma;
2.3.3.7 the abuse of animals, vivisection or the  use for any scientific or product testing purpose of animals;
2.3.3.8 genetic material;
2.3.3.9 adoption agencies, including surrogate motherhood;
2.3.3.10 the abuse of refugees or human rights;
2.3.3.11 pornography;
2.3.3.12 drug paraphernalia;
2.3.3.13 the provision of degrees or qualifications;
2.3.3.14 the provision of credit cards;
2.3.3.15 pyramid sales;
2.3.3.16 religions, religious cults and charities;
2.3.3.17 the offer or provision of legal or tax advice otherwise than by persons who are professionally qualified and, where appropriate, licensed so to do;
2.3.3.18 the provision of trustees or services relating to the administration or management of trusts, companies or the under  taking of any service or business that might compete with Tarovision;
2.3.3.19 trading or other activities relating to futures or other derivatives or financial instruments that create an open or  unlimited exposure;
2.3.3.20 any activity which may damage the reputation of Tarovision or the country of establishment or incorporation of the Entity.
2.3.4 “Pre-Approval Required Activities” means:
2.3.4.1 financial business involving: soliciting funds from the public, offering investment advice to the public, insurance business, the operation and administration of collective investment schemes or the management of investments other than where the assets so managed comprise the property of the Entity;
2.3.4.2 any activity relating to the provision of financial services or any other business activity which requires a licence in any jurisdiction;
2.3.4.3 time share and holiday clubs;
2.3.4.4 advertising an Entity or any address belonging to Tarovision by any means (including the Internet);
2.3.4.5 accepting payment over the Internet for products or services;
2.3.4.6 trading in high-risk products or services, or products or services which may be associated with fraud such as alcohol, cigarettes, tobacco, fine art, the provision of telephone and mobile telephony services (including call back numbers and trading in mobile telephones or SIM cards) and computer chips;
2.3.4.7 utilising merchant numbers for processing credit card orders;
2.3.4.8. gambling or lotteries;
2.3.4.9 mail or telephone order schemes;
2.3.5 If any Clients or the Clients’ Appointees are or become Prohibited Persons, or engage in any Illegal Activities or the Entity engages in any Illegal Activities or Prohibited Activities or undertake any Pre-Approval Required Activities without first obtaining Tarovision’s prior written consent, Tarovision may at its discret
ion immediately terminate the Services or take any of the actions referred to in Paragraph 14 hereof.

3. WARRANTIES

3.1 The Clients undertake, warrant and covenant with Services Provider that:
3.1.1 they have full legal capacity to enter into an agreement with Services Provider in accordance with these Terms of Business and to acquire the Entity and to receive the Services;
3.1.2 when the Entity is not a trust or a foundation, they are the ultimate beneficial owners of the Entity;
3.1.3 they are not and will not act in a fiduciary capacity for any other person,firm or company in relation to the Entity;
3.2 The Clients undertake and warrant with Services Provider that they:
3.2.1 will comply with Services Provider ’s Terms of Business;
3.2.2 procure that those appointed as Clients’ Appointees understand the legal duties and obligations created by these Terms of Business and shall, if so required by Services Provider , procure that such persons enter into direct written agreements with Services Provider agreeing to comply with these Terms of Business;
3.2.3 have taken appropriate tax and legal advice with regard to the establishment, acquisition and operation of the Entity;
3.2.4 agree that Services Provider may (but shall not in any event be obliged to) rely on communications received from the Clients or the Clients’ Appointees in determining what steps Services Provider is required to take in administering the Entity and providing the Services;
3.2.5 will pay, in full, any personal or corporate taxes that may become due as a result of the establishment and operations of the Entity;
3.2.6 will guarantee by personal assets, income the payment of unpaid invoices only if the bank’s assets of the Managed Entity , are insufficient to satisfy the creditors.
3.2.7 will guarantee at the Service Provider, if it act as Director or Trustee or Partner, the fully access and use , without restrictions, of the bank account of the Managed Entity and the
assets kept in this .

4. REMUNERATION AND EXPENSES

4.1 The Service Provider shall be entitled to (a) have a remuneration in accordance with the Fee Schedules; (b) be reimbursed for all disbursements and expenses incurred by it in providing the Services; (c) have a remuneration as otherwise agreed in writing between the Service Provider and the Client and (d) have a reasonable fee by reference to the amount of time spent by the Service Provider and the level of expertise of the persons involved in rendering the Services, in respect of additional services not detailed in any Fee Schedule and not otherwise agreed between the Client and the Service Provider.
4.2 Any estimate of the Service Provider’s fees is given only as a guide on the basis of the information then known to it and may not be regarded as a fixed quotation unless otherwise agreed. The Service Provider will endeavor to revise an estimate if it becomes clear that the level of charge is likely to be substantially different to the estimate.
4.3 The Client hereby guarantees the due payment of all fees, remuneration,disbursements and expenses payable under these Terms and Conditions or under any other agreement or arrangement between the Client and the Service Provider and agrees that the Service Provider may claim under this guarantee.
4.4 Invoices issued by the Service Provider for the Services rendered to the Client will be settled by the Client immediately and the Client agrees to pay and discharge any such invoice  immediately. If settlement of the invoice is not effected within 60 days after the invoice, the Service Provider reserves the right to charge interest on overdue accounts at the rate of 1% per month and to refuse to provide any further services to the Client until all outstanding amounts are settled.
4.5 Where a bank account is in operation, the Service Provider further reserves the right to pay bills, statements or other obligations of the Client by debiting its bank account(s) and this right shall include settlement not only of the invoices of the Service Provider, but also the payment of all duties, taxes, fees, levies and expenses claimed by the authorities of the jurisdiction of incorporation of the Client.
4.6 In the event of non-payment of all or any part of the fees, disbursements or expenses due to the Service Provider or which the Service Provider is liable to pay on the Client’s or Managed Entity’s behalf, then the Service Provider shall have a lien over, or the right not to release from its possession or control, all or any documents or assets, including assets held on the Client’s or Managed Entity’s behalf or to the Client’s or Managed Entity’s order or on behalf of or to the order of any company or other body in common ownership as the Client or otherwise connected or affiliated to the Client in any manner, until such time as all such fees, disbursements and expenses due and payable are discharged.
For avoidance of doubt, this lien shall apply to all documents, property and assets held in relation to the matter in respect of which fees, disbursements, expenses or liability have been incurred and in relation to any other matter whatsoever relating to the Client.
Furthermore, if the Service Provider should cease to act for the Client, a final invoice will be submitted and the Service Provider reserves all rights to exercise the right of lien as aforesaid over all documents, property and assets held on the Client’s or Managed Entity’s behalf or in relation to the Client or Managed Entity until such time as the final invoice is discharged in full. The Service Provider further reserves the right to resign from all posts and appoint the Client in these posts and the Client accepts that such appointment will be valid
without any further written acceptance or consent from his part.

5. REPRESENTATIONS

5.1 The Client is aware of the governing laws of his tax residence country and undertakes, declares and confirms that he shall not be involved in and that a request for Services shall not be for the purpose of, directly or indirectly, any one or more of the following:
a) money laundering and terrorist financing activities;
b) receiving the proceeds of drug trafficking;
c) receiving the proceeds of any criminal activities;
d) activities related to the trading in arms, munitions or other weapons;
e) activities related to trade in violation of any embargo or sanctions imposed by the institutions of the European Union and the Security Council of the United Nations or any other authority;
f) any activity illegal under any relevant jurisdiction (including his tax resident country);
g) any activity which
is likely to adversely affect Services Provider ’s reputation.
5.2 To the extent that the Services being provided by Services Provider are involved, the Client shall not, without the necessary authorization, be involved in:
a) soliciting funds from the general public;
b) offering investment advice to the general public;
c) managing investments other than those of a proprietary nature (own funds);
d) offering trustee or fiduciary services or holding assets other than its own property.
5.3 Should any such
procedures, declarations, confirmations, statements or any other client acceptance or compliance procedures be required, Services Provider shall not be obliged to provide the Services, or continue to service the Client, until such requirements are adhered to or such information is returned to the satisfaction of Services Provider .
5.4 The Client undertakes to immediately inform Services Provider of any changes in any of the circumstances forming the basis of the declarations, confirmations and/or statements mentioned in clause 5.3 or should any of the declarations, confirmations and/or statements made no longer be correct and/or complete, Services Provider shall be entitled to review its relationship with the Client based on such information and shall not be responsible for any action taken by it as a result.

6. INSTRUCTIONS

 

6.1 The Client authorizes Service Provider to give any notice to and to act on his own instructions (either verbal or written instructions) as referred to in these “Terms of  Business”.
6.2 The Client authorizes Service Provider to give any notice to and to act on the instructions (either verbal or written instructions) of the Managing Person or Authorised Person of the Client as referred to in these Terms of Business.
6.3 While Service Provider is Autorised to receive instructions from the client and/or his Managing Person or Authorised Person, Service Provider is not bound by, and shall not be liable for refusing to follow such instructions if it is not satisfied of the circumstances under which such instructions are given, or on the continuing authority of the Managing Person or Authorised Person or if the instructions of the agent contradict other instructions received from the Client.
6.4 Service Provider may act on verbal instructions and shall not be liable in any manner for doing so.
6.5 Service Provider shall have the right to ignore any instructions, which are given in breach of these Terms of Business.
6.6 The Service Provider may rely and act upon Instructions given by the Client or by the Managing Person or Authorised Person of the Client as this is mentioned in the Letter of Indemnity or in other specific document.
6.7 Where the Service Provider does not believe that the person giving Instructions is duly authorised or where the Service Provider is given Instructions that it believes are unclear or  contradictory, it may refuse to act upon such Instructions until it receives evidence to its satisfaction as to the Instructions or the person giving Instructions and none of the Service Provider, the Appointees or the Employees shall incur any liability for such refusal to act.
6.8 None of the Service Provider, the Appointees or the Employees shall incur any liability (a) for their failure to comply with any Instructions which are incomplete, ambiguous or contain errors; or (b) for the non receipt of any Instruction, written or otherwise; or (c) for the lack of authority of any person purportedly giving Instructions on behalf of the Client; or (d) by reason of any failure or lack of availability of the Service Provider’s computer systems or communication systems or in respect of any failure of any product used by them or their
suppliers or suppliers to the Managed Entity to accurately handle date related data or perform date related functions.
6.9 The Service Provider shall provide the Services with reasonable skill and care and shall deal with and act upon Instructions in a reasonably timely manner and undertakes to use reasonable endeavors to do so and shall not incur any liability for any loss arising by reason of the length of time taken to so act upon Instructions.
6.10 If work which the Service Provider has undertaken for the Client or Managed Entity does not proceed to a conclusion or if the Client or Managed Entity withdraws its Instructions, the Service Provider will charge for all work done up to the point the matter becomes abortive together with all costs, disbursements and expenses paid on the Client’s or Managed Entity’s behalf. In such circumstances the Service Provider will also charge for work done and all costs, disbursements and expenses associated with the orderly termination or the transfer of such work to another professional adviser, if applicable.
6.11 If (a) any demand is made against the Managed Entity for payment of any sum due including, without limitation, any taxes, duties, fees or other governmental or state impositions and such payment has not yet been made; or (b) the Service Provider has not been able to obtain Instructions from the Client in circumstances where, in the Service Provider’s opinion,Instructions are required in order to take action that it considers necessary; or (c) the Service Provider has received Instructions from the Client or any Managing Person or Authorised Person which, in the Service Provider’s opinion, are or may be illegal or contrary to the interests of the Client and/or the Managed Entity or which may lead to any of the Service Provider, the Appointees or the Employees incurring personal liability, then the Service Provider may, as it deems necessary, take such action on behalf of the Managed Entity as it thinks fit .

7. INDEMNITY AND LIMITATION OF LIABILITY

7.1 The Client undertakes at all times to hold the Service Provider, the Employees, the Appointees and their heirs, successors, assigns and personal representatives and each of them harmless and to indemnify them to the greatest extent permitted by law from and against all actions, losses, suits, proceedings, claims, costs, damages, demands, disbursements,expenses and liabilities whatsoever (or actions, investigations or other proceedings in respect thereof) which may arise or accrue or be taken, commenced, made or sought from or against them in connection with the Managed Entity or arising from the provision of the Services or any of them and will reimburse them for all costs and expenses and any interest in any amount paid by the Service Provider to third parties (including legal and other professional fees).
7.2 This indemnity will not extend to any actions, losses, suits, proceedings, costs, claims, damages, demands, disbursements, expenses and liabilities which may arise or accrue or be taken, commenced, made or sought from or against any of the Service Provider, the Employees, the Appointee s or their heirs, successors, assigns and personal representatives in respect of any fraudulent or grossly negligent act or omission of such company or person. This indemnity shall continue in force without limit in time, whether or not the Service Provider
is continuing to provide the Services, and without prejudice to any other indemnity given in the Service Provider’s favor.
7.3 The Client’s undertaking and indemnity shall extend to the Service Provider’s agents and delegates mutatis mutandis as if the Service Provider’s agents and delegates were listed as persons to whom the undertaking and indemnity is given and the Service Provider shall hold the benefit of the undertaking and indemnity on trust for the said agents and delegates and their heirs, successors, assigns and personal representatives.
7.4 On the cessation by either the Service Provider or the Appointees of the whole or any part of their duties, the Client undertakes that the indemnities referred to in Clause 7.1, 7.2 and 7.3 remain valid in the absence of fraud or gross negligence on the part of the party seeking to enforce the indemnity.
7.5 The Client will indemnify and keep indemnified the Service Provider and/or its Appointees and/or its Employees against all costs, charges, expenses, loss or damage which they may  incur or be liable to pay or sustain by reason of executing any Powers of Attorney upon the Client’s request and by reason of the Attorney carrying out the powers and authorities conferred upon him by virtue of any Power of Attorney.
7.6 The Client will indemnify and keep indemnified the Service Provider and/or its Appointees and/or its Employees against all costs, charges, expenses, loss or damage which they may incur or be liable to pay or sustain by reason of appointing signatories to the bank account/s of the Managed Entity upon the Client’s request.

8. PAYMENT OF FEES

8.1 Without prejudice of the Sections 3 and 4 , the Service Provider for the Services rendered is irrevocably authorised by the Client to withdraw funds from any money held on behalf of the Client, or any account managed on behalf of the Client, in order to discharge all and any fees and expenses that are due.
8.2 If the Managed Entity, has not sufficient funds in its bank Account(s), all Fees of Services Provider , generated in according with this Terms of Business will be covered by :
a) Properties of the Managed Entity
b) Personal Bank account(s) of the Client(s)
c) other properties of the Client(s)

9. ACTIONS TO PROTECT

9.1 Services Provider is to be deemed as authorised by the Client to take any necessary actions or incur any reasonable administrative expenses on the Client’s behalf in order to ensure the maintenance of the good order of any corporate structure or to carry out any act which Services Provider considers to be appropriate and consonant to the general instructions of the Client and/or the terms hereof and/or any relevant agreement.
9.2 The Client undertakes to make and to continue to make full and correct disclosures to SERVICES PROVIDER or at all times whether upon specific request or not, of any information which is material to the Services being provided by Services Provider and the Client shall hold Services Provider free from all liability for any action necessarily taken if such disclosure is not made in a timely and faithful manner.
9.3 In any event that Services Provider does not receive a reply to any request made to the Client or his Managing Person or Authorised Person, where the request is believed to have been received by the same, irrespective of whether there is a case for urgency or not, Services Provider may in its absolute discretion proceed in any one or more of the following ways:
a) take no further action on that particular matter;
b) suspend any further action in respect of all the Services;
c) utilize any assets held in order to meet any liabilities or those of any corporate structure which are legally and rightfully due;
d) commence steps for the dissolution, liquidation or striking off of any corporate structure;
e) withdraw any of its Services;
f) transfer any legal interest of any assets to the person entitled to the beneficial interest of those assets or to the Managing Person or Authorised Person on his behalf and in this respect Services Provider shall be considered to be appropriately Autorised by the Client and/or the Managing Person or Autorised Person to sign the relative instrument of transfer on behalf of the Client and/or the Managing Person or Authorised Person as the transferee;g) take any other action which Services Provider deems appropriate to protect its reputation or
which is otherwise required by law to take including the disclosure of such beneficial interest to any competent authority;
h) In cases of actions under paragraph (f) and (g) the Client and/or Managing Person or Authorised Person expressly waiver professional secrecy on the part of Services Provider and its directors and officers.

10. DISCLOSURE

10.1 The Client acknowledges that, in certain circumstances, the Service Provider, the Appointees or the Employees may be obliged to give evidence and information to courts or authorities in connection with the affairs of the Managed Entity, as compelled to do so by the laws.
Disclosure of such information will not be made to third parties unless required by law or regulation or where the failure to make such disclosure would, in the opinion of the Service Provider, be prejudicial to the Service Provider, the Appointees or the Employees.
10.2 Without prejudice to clauses 10.1 all information concerning the Client’s business and affairs will be regarded as, and kept confidential by, the Service Provider at all times save for the purposes of instructing and dealing with other advisers acting on the Client’s behalf and save where information is already in the public
domain or the Client instructs or consents to disclosure of information by the Service Provider to a third party specifically or by implication.
10.3 The Service Provider shall not be obliged to disclose to the Client any confidential or other information obtained by the Service Provider at any time whilst acting in any capacity other than in the course of acting on behalf of the Client.
10.4 All information, correspondence, records and data held by the Service Provider on any computer system is solely the Service Provider’s property and for its sole use and neither the Client nor the Managed Entity nor anyone else acting for or on their behalf shall have any right of access thereto or control over that information,
correspondence, records or data. The Service Provider has the right to retain ownership and keep copies of all such information, correspondence, records and data for its sole use and neither the Client nor the Managed
Entity nor any officer or employee thereof shall have any right of access thereto or control thereover.
10.5 The provisions of this Clause shall remain in full force and effect notwithstanding the Terms and Conditions ceasing to apply.

11. CONFIDENTIALITY AND DATA PROTECTION

The Law requires that all personal information be treated as private and confidential. Client personal information will not be disclosed to third parties, other than in the following cases permitted by law.
These are:
  • Where disclosure is made with your request or consent. Such consent need not be in writing if the service is provided over the telephone;
  • When you have been declared bankrupt;
  • When disclosure is required by the Law or court order;
  • When disclosure is made in the course of legal proceedings between us;
  • When disclosure is made for reasons of public interest or the protection of the Fiduciary’s interests;
  • When disclosure is necessary to assess your creditworthiness in connection to or in relation to a bona fide commercial transaction or future commercial transaction.
Services Provider will take the appropriate technical and organizational measures for the security of data and their protection against accidental or unlawful destruction, accidental loss, alteration, unauthorised dissemination or access and any other form or unlawful processing.

12. GOVERNING LAW AND JURISDICTION

The Client and the Service Provider submit to the non-exclusive jurisdiction of the courts of the jurisdiction in which the Service Provider is incorporated or established, as the case may  be, unless the Service Provider elects, at its discretion, to take proceedings within the Client’s jurisdiction of domicile or residence or before any other competent court and the Client waives any right it may have to object to proceedings being commenced in any such jurisdiction or before any such competent Court.

13. AMENDMENT OF THESE TERMS

These Terms of Business may be amended from time to time by the upload of a revised version on Services Provider website.

14. TERMINATION

14.1 Where SERVICES PROVIDER wishes to terminate the provision of its services due to any breach of these Terms of Business,  Services Provider may do so with immediate effect.
14.2 The Client may terminate the Services offered by the Service Provider by giving 60 calendar days’ written notice to the Service Provider.
14.3 In case of termination, all parties shall comply with any reasonable request to ensure that such termination does not cause any mutual undue inconvenience and Services Provider shall duly surrender all property in its possession or control subject only to any retention necessary to cover unpaid fees and disbursements and any reasonably verifiable present or future liability, including any contingent liability related to the services carried out by Services Provider under these Terms of Business.
14.4 Services Provider shall have the right to retain annual fees and any additional costs unless there is an alternative agreement with the Client.
14.5 If the first/following year fees are not settled within a month after the payment deadline, Services Provider is entitled to proceed with the strike off and/or liquidation of the company/entity. In any case, the fee is due.
Without prejudice to the Clauses 14.1-14.6, the Services Provider has absolute right of termination at any time by giving a 15-days written notification, the provision of the following services to the Managed Entity :
(i) management or administration of trusts including, without limitation, the undertaking or provision of trustee;
(ii) Directors for legal persons;
(iii) Secretary, or assistant secretary of legal persons;
(iv) holding the share capital of legal persons and registering the holder
in the respective registers of shareholders on behalf of third persons;
(v) provision of registered office address and or the official mailing address and or electronic address of companies;
(vi) provision of general or limited partners in partnerships;
(vii) provision of other similar services, or in conjunction with the services described above, in relation to other legal persons or organisations, with or without separate legal personality;
(viii) opening or managing bank accounts;
14.5.a In the case the Client fail to accept the termination notice within the 15 -days period the Services Provider is entitled to proceed to all necessary steps and/or procedures to bring into effect such termination, including its direct replacement and/or substitution in the positions held in the Managed Entity. If the Services Provider proceed to its direct replacement  and/or substitution is entitled to notify and filling the relevant forms of the Registrar of Companies or other authorities competent to keep and update the records, public or private, of the
Managed Entity without limitations or any restriction.
14.5.b Without prejudice to the above paragraph, if the Services Provider resign as Registered Shareholder, the shares are, without delay registered in the name of the Ultimate Beneficial Owners, in the percentage of their ownership in the Managed Entity.
14.5.c Without prejudice to the above paragraphs, if the Services Provider resign as Directors for legal persons, the directorship are transferred to the Authorised Person (s).
14.5.d Without prejudice to the above paragraphs, if the Services Provider resign as registered office address and or the official mailing address and or electronic address of companies, he will not be held to collect any correspondence or perform any mail service.
14.6. Without prejudice to the previous Clauses , if the Services Provider resign as authorised signatory, or administrator of the bank account of the Managed Entity, the bank operations will be suspended without any civil, tax or administrative liability toward the Services Provider .
14.7 Regarding the prevision of Clauses 14.5-14.6 , the Client(s) will must pay, at the Services Provider the following fees :
150 Euro per terminated service ;
200 Euro per Transfer performed ;
30 Euro per work hour to prepare the notifications or filled forms;
150 Euro per work hour to prepare deed, petition or notice;
7 Euro per day to kept the ex Managed Entity files in our offices, from the day of termination of the agreement;
the costs above  mentioned not including VAT ,stationary, government charges and fees, courier and postage expenses, and other expenses connected to perform of the transfer.

15. MANAGING PERSON OR AUTHORISED PERSON UNDERTAKINGS AND DECLARATIONS

This clause shall only be  applicable where the Client has appointed a Managing Person or Authorised Person.
15.1 The Managing Person or Authorised Person expressly agrees in its own name and interest and not as agent for the Client, to be jointly and severally liable for:
a) all and any fees and other dues for Services contemplated in these Terms of Business; and
b) all and any indemnity undertakings granted by the Client to Services Provider for any damages, claims or losses contemplated in these Terms of Business and agrees to be so liable as an independent indemnity obligation and irrespective of whether there is a valid claim or otherwise against the Client
15.2 The Managing Person or Authorised Person waives any benefit of discussion in relation to the above undertakings and a grees to pay any outstanding dues and claims under any  indemnity on first demand by Services Provider for the Services carried out by Services Provider . Should any sums be subsequently collected from the client for the Services carried out by Services Provider , such sums shall be immediately reimbursed to the Managing Person or Authorised Person.
15.3 Services Provider may be entitled and is irrevocably Autorised to withdraw funds from any money held on behalf of the Client or any account managed on behalf of the Client or his
Managing Person or Authorised Person, in order to discharge all and any fees and expenses that are payable to it.
15.4 For the avoidance of doubt it is declared that Services Provider agrees to act for a Client introduced to it b
y the Managing Person or Authorised Person on the basis of the undertakings in this clause by the Managing Person or Authorised Person and would not otherwise accept to act.
15.5 The Managing Person or Authorised Person agrees that if it loses contact with the Client or otherwise considers that the Client is not in a position to fulfill its obligations for the Services carried out by Services Provider then it must immediately inform Services Provider of the situation and without prej
udice to the obligations of the Managing Person or Authorised Person Services Provider , agrees to consult with the Managing Advisor to terminate the Services being rendered.
15.6 Any undertaking, commitment, confirmation or any other authorization by the Client in accordance with these Terms of Business shall for all intents and purposes be deemed to be  also given by the Managing Person or Authorised Person.
15.7 The Managing Person or Authorised Person hereby submits to the no-exclusive jurisdiction of Cyprus in relation to any dispute arising out of the Services and these agreed Terms of Business.
15.8 The Managing Person or Authorised Person is responsible for ensuring that he has taken and warrants that he has taken all necessary advice (tax and legal) in any relevant jurisdiction with regards to the Services to be provided by Services Provider to the Client for ensuring that the activities or proposed activities of the Client will not breach the laws of any relevant jurisdiction.
15.9 In order to allow Services Provider to meet its regulatory obligations the Managing Person or Authorised Person and/or Client agree to keep SERVICES PROVIDER fully and promptly informed of the beneficial ownership and/or any changes thereto.
15.10 The Managing Person or Authorised Person and the client undertake to inform Services Provider of any matters that might affect Services Provider ’s willingness to provide or continue to provide any of the Services.

16. ASSIGNMENT

16.1 The Service Provider may assign or transfer the whole or any part of its rights and benefits under the Terms and Conditions. For the purpose of any such assignment or transfer, the Service Provider may disclose information about the Client and the Managed Entity to any prospective assignee or transferee, provided that the Service Provider shall use its reasonable endeavours to procure that such prospective assignee or transferee is placed under an obligation of non-disclosure equivalent to that in Clause 10.
16.2 The Client shall not assign or transfer all or any part of its rights, benefits and/or obligations under the Terms and Conditions.

17. INTERPRETATIONS

17.1 The headings of the sections in these Terms of Business are for convenience of reference only and shall not define or limit any of the terms.
17.2 Whenever the context so requires references to the male gender shall include references to the female gender and references to the single shall include the plural and vice versa.