TERMS OF SERVICE

1 Relationship

1.1 Our entire relationship with the Clients will be defined by a legally binding Consulting Agreement.

1.2 Our actions will be performed on our understanding of the relevant laws, statutes, regulations, rules and practice applicable at the time. We will not update or amend any advice once given for any subsequent changes in law or practice unless you specifically instruct us to do so and we have agreed in writing to do so. We are not licensed law or tax advisors and our advice should not be construed as legal, tax or financial advise.

1.3 All information regarding your business and affairs that is not in the public domain or already known to us through other sources will be kept confidential at all times unless we are instructed by you to disclose it, specifically or by implication, to a third party or to other advisers acting on your behalf, or unless we are required to disclose that information by law or any regulatory or government authority or any compliance rules applicable to us, or unless it is requested by our insurers or our advisers, in which case we will advise any such person that the information has been provided to us under obligations of confidentiality and/or privilege and we will seek to limit the disclosure as far as reasonably possible while still complying with the disclosure request.

1.4 If you are not the ultimate Client, the nature of our business generally requires us to establish a direct relationship with the ultimate client in order to fulfil our duties under company law, anti-money laundering regulations and possibly fiduciary duties. Accordingly, at the appropriate time, you understand the need to make an introduction to the ultimate Client.

2 Responsibility

2.1 All responsibilities with any Client will be defined in the legally binding Consulting Agreement signed by the Client and our company and/or representatives.

2.2 We shall not be held liable for any issues including, but not limited to, tax strategies, accounting practises, legal suggestions or any other business management conducted on behalf of the Client.

3 Charges

3.1 Our charges will be defined in the Consulting Agreement with the Client.

4 Proper Instructions

4.1 We are entitled to rely, and are authorised by you (the Client), acting for and on behalf of the entity or group of entities to which we are providing services or in respect of any mandate, to act upon, instructions (Proper Instructions):

(a) given or purportedly given by:

(i) any of the directors of the Client;

(ii) the company secretary (if not provided by us) of the Client; or

(iii) such persons as have been notified in writing from time to time by the Client to us as having authority to give Proper Instructions on the Client’s behalf in respect of the engagement (and we may rely upon such notification as being complete and accurate); and

(b) by letter, fax or any means of electronic transmission that is received by us in a form legible to us; and

4.2 We are not under any duty to make any enquiry as to the genuineness or authenticity of any Proper Instructions.

4.3 We shall not be obliged to take or omit to take any action pursuant to Proper Instructions where in our reasonable opinion, such Proper Instructions are not sufficiently clear and/or precise or do not contain sufficient information to allow us to comply materially with such Proper Instructions.

4.4 We shall not incur any liability in respect of any action taken or not taken by us or our staff in good faith in reliance upon Proper Instructions.

4.5 The Client and/or entity(ies) (as applicable) irrevocably indemnifiy us and our staff against losses (damages) suffered or incurred by any of them resulting from any action taken or not taken by us or our staff in good faith in reliance upon Proper Instructions, or the failure on the part of the Client to provide Proper Instructions on a timely basis.

5 Electronic communication

5.1 We may communicate with you by electronic means. Emails may be subject to data corruption, delay, non-delivery, interception, unauthorised amendment and the inadvertent transmission of viruses. Unless you inform us upon receipt of these Terms that you do not wish to communicate by email, we will assume that you accept, to the extent allowed by law, the risks of our communicating in this way.

6 Retention of documents

6.1 You agree that we may destroy any papers, documents or other information under our control, as well as electronic copies thereof (the Documents), related to any matter on which we have provided services to you, seven (7) years after we have sent you our final invoice for that matter, unless:

(a) there is a practical or legal reason for not destroying the Documents;

(b) there is a longer legally prescribed retention period, in which case you agree that we may destroy any Documents on the expiry of the legally prescribed period; or

(c) you request otherwise in writing, in which case we may destroy any Documents on the expiry of the period requested by you.

6.2 You also agree that should you or your other advisers request retrieval from storage any Documents, you will pay our reasonable costs, including time spent reading such Documents, writing letters or other work which we, acting reasonably, deem necessary, to comply with such a request.

7 Know Your Client (KYC) requirements

7.1 Legislation requires us to obtain and retain on record documentary evidence of the identity of our clients, as well as information relating to any corporate entities to which our clients may wish us to provide services.

7.2 We are required by law to submit certain information, including changes in shareholding, directors and ultimate beneficial owners (UBOs) to either registered offices or central registries held by the Registrar of Corporate Affairs, so should any information regarding the ownership structure, shareholders, directors, officers, UBOs or nature of business change, it is your responsibility to report the new information and provide supporting documents to us within seven (7) days of that change.

7.3 You or your client may be requested at any time during our relationship to provide personal references or additional information and documentation relating to you, your entity or your business or to any particular transaction.

8 Liability and instruction

8.1 You fully understand that all content including, but not limited to, implicit or explicit information, advice, and products are exclusively for informational purposes. None of the content on this site should in any way be construed as expert advice, either legal or professional, and should not be used for anything other than informational purposes.

8.2 Should you require us to recommend and/or instruct third parties, including other law firms or service providers, to act on your behalf, we will not, to the extent allowed by law, be liable for any acts or omissions on the part of those third parties.

8.3 You agree that you have fully considered all the provisions of these Terms and that they are reasonable in the light of all the factors relating to any legal agreement.

8.4 If any provision of these Terms is or becomes invalid, illegal or unenforceable, the remainder shall survive unaffected.

8.5 To the extent allowed by law, you indemnify us against any claim that may be made against us by any subsidiary, associate or shareholder of yours in relation to any matters for which we are assisting with on your behalf, on these or substantially similar terms and for whom we perform.

9 General

9.1 This site should not be used by anyone under the age of 18 (eighteen). By entering or using any aspect of this site including, but not limited to, visiting any web domain affiliated with our company, the content, information, or products, you agree and confirm that you are over the age of 18 and/or not deemed to be a minor in the country from which you access any aspect of this site.

9.2 You understand and agree to not use any aspect of this site provided by our company for any illegal purposes. You assume full and complete responsibility for all your actions, and consequences thereof, regarding the use of any content provided to you by our company including, but not limited to, information both implicit and explicit, products, or services. Our company including, but not limited to, its employees, representatives, affiliates, etc., are not responsible in any way for any potential misuse or potential misguided use of any aspect of this site. You assume the full risk of any use of any aspect of this site

9.3 In the case of a conflict between you and our company, you understand and agree that these terms of service supplant any other agreement or communication between you and our company, both implicit and/or explicit, made between you and our company including, but not limited to, all its affiliates, partners, service providers, employees, representatives, content providers, agents, directors, and licensors

9.4 You accept that you use all and any aspects of this site at your own risk. Our company provides no warranties of any kind, either implicit or explicit, with regards to any aspect of this site including, but not limited to, visiting domains owned or controlled by our company, purchasing or using content, products or information provided by our company, or interacting with any aspect of this site in any way. Our company does not warrant that the transmission of any materials whatsoever will be correct, accurate, without errors, or suitable for any particular purpose. Furthermore, our company does not in any way warrant the use or interpretation of any aspect of this site and any consequences which might result. Our company will not under any circumstances be liable for the cost of any repair, correction, or any other changes to any aspect of this site which may result from your use of any aspect of this site. Our company provides no warranties that any aspect of this site will not infringe or otherwise hinder the rights of others, and assumes no liability or responsibility whatsoever for issues with any aspect of this site including, but not limited to, responsibility for errors, omissions, or any other unassumed responsibility not specifically stated in these terms of service.

9.5 You agree that any communication between our company and you resulting from your use of any aspect of this site is indemnified and agreed upon. Our company will not take any responsibility or be held liable in any way for any unwanted or harmful outcomes regarding this communication including, but not limited to, personal, emotional, or financial harm or any other unwanted affects

10 Enforceability

10.1 You hereby understand and agree under all conditions that the enforceability of any clause of this agreement and not to be affected by the enforceability of any other clause of this agreement. Nor will the enforceability of any part of any clause of this agreement be affected by the enforceability of any other part of any other clause of this agreement. Furthermore, the failure to enforce this agreement will under no circumstances be considered a waiver of this agreement. Certain applicable laws may not allow for all aspects of this agreement to be enforced. In such a case, you understand and agree that all clauses, and/or parts of clauses, which are still enforceable under certain applicable laws will still be enforced.