32 Wigmore street - 1st floor - London W1U 2RP (U.K.)+44 207 535 1070operations@crestcord.com

London Tower Bridge

Terms of Business

The following represents the Terms of Business under which CrestCord and its directors, officers, employees, delegates, agents and nominees, agree to provide services to a Client.

Authority

CrestCord’s powers, duties, discretions and functions hereunder shall be subject to the overall policy and supervision of a Client; and CrestCord shall observe all lawful and reasonable orders and directions given from time to time by a Client.

Tax & Legal Advice

A Client is responsible for ensuring that it has taken, and duly warrants that it has taken, all necessary tax and legal advice with regard to the establishment and transactions serviced by CrestCord and for ensuring that the activities or proposed activities of a Client will not breach the laws of any relevant jurisdiction and acknowledges that CrestCord is not in any way responsible for advising a Client.

Due Diligence Support

3.1 A Client shall provide to CrestCord, prior to the commencement of any services, a written description, (together with any supporting documentation that may be required), of the nature of a Client’s business and/or activities together with details of the source of funds utilized and the type and source of the assets to be held by a Client.

3.2 A Client shall provide to CrestCord further written descriptions and explanations (together with any supporting documentation that may be required at CrestCord’s discretion), if the business or activities of a Client alters once the Services commence. In addition a Client shall provide to CrestCord, prior to the commencement of any Services, evidence satisfactory to CrestCord of the identity of, and references in relation to, the principal shareholders, owners, ultimate beneficial owners, directors and other authorised representatives along with such other information as CrestCord may from time to time require in order to satisfy its due diligence and anti-money laundering procedures.
Anti-money Laundering

4.1 Client undertakes that it shall not engage in any illegal activities which means any activity designated anywhere in the world as illegal or criminal which, without prejudice to the generality of the foregoing, shall be deemed to include activities relating to terrorism, drug trafficking, money laundering, pornography, 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.

4.2 A Client undertakes that it will not engage in any sensitive activity which include 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 a Client; any activity relating to the provision of financial or banking services or any other business which requires a license in any jurisdiction; gambling or lotteries; accepting payment over the Internet for products or services; without the appropriate license issued by the relevant authority in the jurisdiction the activity is carried out, or failing a licensing obligation without the explicit written consent of CrestCord and further undertakes to inform CrestCord of any other matters that might affect a Client and/or CrestCord’s willingness to provide, or continue to provide services or any matter that is material to the business, activities or affairs of a Client.

Regarding the client.

The Client represents, warrants, and covenants that the following statements are and will remain to be complete, true, and accurate:

(a) Client is trustworthy and creditworthy individuals or entities;
(b) Client has never been: (i) convicted of any offence; (ii) declared bankrupt; (iii) the subject of an investigation by a criminal agency or governmental or other regulatory (including professional associations) or statutory bodies; and (iv) a director, shareholder or manager of a business entity, which has been subject to an investigation in connection with the foregoing, or which has been declared bankrupt, compulsorily dissolved or wound up or has made a settlement or debt arrangement with its creditors;
(c) Client is not a government officials or residents in or dealing with countries subject to the sanctions of the United Nations, United States of America or European Union;
(d) Client is not and will not be used for or be engaged in, any illegal, unethical or immoral activities;
(e) Client will inform CrestCord of any and all matters affecting their business affairs in general and, particularly, any liabilities (whether actual, contingent or potential) and all other information which may be necessary in order for CrestCord to make any informed decision or take any appropriate course of action; and

Compliance with Laws

Client acknowledges, understands and agrees that CrestCord will provide services, at all times, in compliance with the applicable laws and regulations including, without limitation, those related to business organization and to the prevention of money laundering. In any event, CrestCord will perform its duties and render the services to the best of its ability and knowledge and in the best interest of the Client. In connection with the foregoing, CrestCord is hereby authorized to engage independent advisors (including, without limitation, tax experts, attorneys, and auditing and accounting firms) for the performance of the duties contemplated hereunder, as deemed appropriate by CrestCord, at its sole discretion. Furthermore, the Client understands, acknowledges, and agrees that CrestCord may act or refrain from acting, without reference to the Client, if in CrestCord’s absolute discretion, CrestCord considers necessary or prudent to do so, or if a course of action was requested to the Client and the Client failed to provide instructions within any stated period of time.

Permissible Activities

Nothing herein shall in any way preclude CrestCord or its officers, employees, agents, representatives, members or affiliates from engaging in any business activities or from performing services for its or their own account or for the account of others, including (without limitation) the rendering of services to other companies that may be in competition with the business conducted by the Client.

Confidentiality

1.1 Each party undertakes that it shall not at any time during the term of this agreement disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party.

1.2 Each party may disclose the other party’s confidential information: (i) to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this provision; and (ii) as may be required by law, court order or any governmental or regulatory authority.

1.3 No party shall use any other party’s confidential information for any purpose other than to perform its obligations under this agreement.

Indemnity

1.4 Client shall indemnify CrestCord against all liabilities, costs, expenses, damages and losses (including any direct or indirect consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) (each a Claim) suffered or incurred by CrestCord arising out of or in connection with the services rendered.

1.5 This indemnity shall not cover CrestCord to the extent that a Claim results from CrestCord gross negligence or wilful misconduct.

Consideration

10.1 In consideration for the performance of the services, the Client will be responsible for and liable to (i) pay to CrestCord fees as cash compensation for the services, and (ii) comply with, discharge or fulfil all of the terms, obligations, duties, representations, warranties, covenants, and conditions upon which CrestCord has relied to enter into this Agreement. It is hereby understood and agreed that the fees do NOT include: (i) any costs, expenses or disbursements to be incurred or made in connection with the Services, or (ii) any sales, use, value-added or similar taxes or duties that may be levied on or assessed by any jurisdiction.

10.2 CrestCord, at its sole discretion, reserves the right to adjust on an annual basis its fees for inflation purposes or changing market conditions or standards. Notice of such adjustment will be delivered to Client by means of email, facsimil and/or regular mail.

Expenses; Taxes

Any costs or expenses to be incurred or any disbursements to be made in connection with the services will be paid to CrestCord in advance. It is agreed that collection costs and related bank charges shall be paid by the Client. In the event that CrestCord is requested by Client or any governmental regulation or body to produce documents or CrestCord’s personnel as witness or in any other capacity with respect to the Client’s activities, the Client agrees that it shall reimburse CrestCord for its professional time and expenses and for the professional counsels’ fees and expenses.

Invoices

13.1 For the performance of the services, CrestCord will charge Client with the fees, disbursements, and taxes, by means of invoices. CrestCord will be entitled to demand Client payments before commencing the provision of any services requested, which estimate amounts will be detailed in pro-forma invoices. For disbursements, CrestCord will include a three (3%) charge to each invoice for mail, telephone, fax and general office expenses. Courier expenses and other third party expenses will be charged separately. Invoices are due and payable to CrestCord within thirty (30) calendar days of the date of the relevant invoice.

13.2 If Client fails to pay any amount payable by it under this agreement, CrestCord may charge Client interest on the overdue amount.

13.3 Shall pay the interest immediately on demand, from the due date up to the date of actual payment, after as well as before judgment, at the rate of 2% per annum. Such interest shall accrue on a daily basis and be compounded quarterly.

Set-off

All amounts due shall be paid in full without any deduction or withholding other than as required by law. Client shall not be entitled to assert any credit, set-off or counterclaim against CrestCord in order to justify withholding payment of any such amount in whole or in part.

Inadequacy of damages

CrestCord shall be entitled, without proof of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of this agreement.

Waiver

No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

Remedies

The rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

Force majeure

1.6 A party, provided that it has complied with the provisions of this agreement, shall not be in breach of this agreement, nor liable for any failure or delay in performance of any obligations under this agreement arising from or attributable to acts, events, omissions or accidents beyond its reasonable control (Force Majeure Event), including but not limited to any of the following:

(a) Acts of God, including but not limited to fire, flood, earthquake, windstorm or other natural disaster;

(b) war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions;

(c) terrorist attack, civil war, civil commotion or riots;

(d) nuclear, chemical or biological contamination or sonic boom;

(e) fire, explosion or accidental damage;

(f) loss at sea;

(g) adverse weather conditions;

(h) collapse of building structures, failure of plant machinery, machinery, computers or vehicles;

(i) any labour dispute, including but not limited to strikes, industrial action or lockouts;

(j) non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause); and

(k) interruption or failure of utility service, including but not limited to electric power, gas or water.

1.7 The corresponding obligations of the other party will be suspended to the same extent as those of the party first affected by the Force Majeure Event.

1.8 Any party that is subject to a Force Majeure Event shall not be in breach of this agreement provided that:

(a) it promptly notifies the other parties in writing of the nature and extent of the Force Majeure Event causing its failure or delay in performance; and

(b) it has used all reasonable endeavours to mitigate the effect of the Force Majeure Event to carry out its obligations under this agreement in any way that is reasonably practicable and to resume the performance of its obligations as soon as reasonably possible.

1.9 If the Force Majeure Event prevails for a continuous period of more than three months, any party may terminate this agreement by giving 10 days’ written notice to all the other parties. On the expiry of this notice period, this agreement will terminate. Such termination shall be without prejudice to the rights of the parties in respect of any breach of this agreement occurring prior to such termination.

Termination

1.10 This Agreement shall, subject as otherwise provided herein, become effective on the execution date hereof and remain in full force and effect unless terminated in accordance with this Agreement.

1.11 Any party may terminate this Agreement by giving the other party written notice of such termination at least thirty (30) days prior to the date on which such termination is intended to be effective. Notwithstanding the foregoing, either party shall have the right at any time by giving notice in writing to the other party to terminate this Agreement forthwith on the occurrence of any of the following events:

(a) if the other party commits a breach of any of the terms of this Agreement and, where the non-defaulting party considers that such breach is remediable, the defaulting party fails to remedy the same within ten (10) days of being required by the non-defaulting party to do so;

(b) if at any time any of the representations or warranties given by either party is, or proves to be, or becomes untrue or inaccurate;

(c) if either party becomes or is deemed to be insolvent or is unable to pay its debts or a petition is presented or meeting convened or resolution passed for the purpose of winding up either party or either party enters into liquidation whether compulsorily or voluntarily;

(d) if the other party ceases to do business, or otherwise terminates its business operations; or

(f) if CrestCord’s ability to carry out its obligations hereunder is prevented or adversely interfered with for any reason whatsoever (whether or not within the control of the Agent) including without limitation by reason of any regulation or other action of a government; or

1.12 The termination of this Agreement (for whatever reason) shall not affect the respective rights and liabilities of each of the parties accrued prior to such termination. Without prejudice to the foregoing, the parties agree, except as required by law, that the termination of this Agreement in accordance with its terms shall not under any circumstances give rise to any liability for the payment of any damages, compensation or indemnities of any kind whether on account of present or prospective loss of profits or agency rights, for expenditures or goodwill, investments or commitments or otherwise.

Communications

19.1 CrestCord cannot guarantee that the electronic transmission of information will be secure or virus or error free and consequently such information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete or otherwise be adversely affected or unsafe to use. CrestCord recognizes that systems and procedures cannot be a guarantee that transmissions will be unaffected by such hazards but CrestCord will use commercially reasonable procedures to check for the then most commonly known viruses before sending information electronically and expects a Client to do the same.

19.2 By use of all forms of electronic transmission of information each party accepts the risks associated with such transmissions and authorises the use of such electronic communications. Each party will be responsible for protecting its own systems and interests in relation to electronic communications and neither party will have any liability to the other on any basis, whether in contract, tort (including negligence) or otherwise, in respect of any error, damage, loss or omission arising from the interception, corruption, loss, destruction, late or incomplete arrival of information communicated electronically or from information communicated electronically being otherwise adversely affected or unsafe to use. Nothing in this clause is intended to exclude any remedies otherwise available under these Terms of Business or any liability which arises out of the negligent incorrect addressing of an electronic communication.

Authorized Person

If the Client consists of more than one (1) person (either natural or legal person or an incorporate body), the Client will appoint one person as the “Authorized Person” for purposes of giving instructions on behalf of the Client and of being the contact person for CrestCord. The Client expressly assents for CrestCord to act upon the Authorized Person’s instructions ONLY. CrestCord shall not be liable to Client for any damages in respect of the loss that may be suffered as a result of the execution of instructions received by CrestCord from the Authorized Person. Each of the persons designated as the Client will be jointly and severally (a) responsible for all acts and instructions given to CrestCord, and (b) liable for any and all obligations or duties contemplated hereunder, including the indemnification obligation toward CrestCord and any of its directors, officers directors, officers, employees, agents, representatives and affiliates.

Severability

The invalidity or unenforceability of any part of these Terms of Business shall not prejudice or affect the validity or enforceability of the remainder.

Language

1.13 This agreement is drafted in the English language. If this agreement is translated into any other language, the English language text shall prevail.

1.14 Any notice given under or in connection with this agreement shall be in the English language or in any other language the parties have agreed to communicate each other.

No partnership or agency

Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.

Further assurance

Each party shall and shall use all reasonable endeavours to procure that any necessary third party shall promptly execute such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this agreement.

Assignment

This agreement is personal to the parties and no party shall, without the prior written consent of the other party (such consent not to be unreasonably conditioned, withheld or delayed), assign, transfer, mortgage, charge or deal in any other manner with this agreement or any of its rights and obligations under or arising out of this agreement. No party shall sub-contract or delegate in any manner any or all of its obligations under this agreement to any third party or agent.

Announcements

No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any court or other authority of competent jurisdiction.

Costs and expenses

Each party shall bear its own costs and expenses in connection with the negotiation, preparation, execution, registration and performance of this agreement and any documents referred to in it.
Governing law and jurisdiction

1.15 The business relationship shall be governed by and construed and enforced in accordance with the laws agreed to by the parties in the specific agreement , excluding any conflict-of-laws rule or principle that might refer the governance or construction of this Agreement to the laws of another jurisdiction.

1.16 The parties shall endeavour to resolve any dispute, whether arising during the term or at any time thereafter which involves the validity, construction, meaning, performance, termination, or effect of the agreement, or the rights or liabilities of the parties, promptly and in an amicable and professional manner by negotiations between the parties. Any dispute between the parties arising out of or resulting from the agreement that is not resolved through negotiation within a period of sixty (60) days of the first written claim notice by the aggrieved party shall be settled exclusively by final and binding litigation. The proper venue for any and all disputes in any way relating to or arising under the agreement shall be a court of competent jurisdiction in the city provided in the agreement.

1.17 All fees, costs and expenses incurred by either party in connection with or arising from the agreement shall be borne and paid by the party incurring such fees, costs and expenses including, without limitation, those of any broker, attorney, advisor, or consultant. Should any litigation be commenced between any party to the agreement for specific performance, injunction, declaratory relief, damages, or any other remedy provided by law or at equity, the prevailing party, in addition to such other relief as may be granted in such action, shall be entitled to recover from the losing party a reasonable sum as and for its costs and attorneys’ fees incurred both at and in preparation for trial and any appeal or review, such sums to be set by court(s) before which the matter is heard.

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