We will provide services in accordance with your specified instructions, or as we may subsequently agree with you. Our fees vary per the nature of the work involved.
We would like to take this opportunity to explain the basis on which our fees are charged and draw your attention to our Terms of Business, which follow. You should read our Terms of Business below carefully, since by agreeing to them you will accept certain obligations and duties. Whilst our contract to provide services is with the Company this letter must be signed by, or on behalf of, each beneficial owner of the company, because of the obligations undertaken by him/her/them under our Terms of Business.
When you request us to undertake work our charges will be applied based on the technical nature of the work, the actual time taken, the size of the transaction, and the seniority of the personnel involved. Our standard hourly charge rate is £275 per hour and time is billed on an arising basis for which a log will be kept. Such time charges may apply to banking transactions, invoicing services, company secretarial work, opening broker accounts, dealing with your queries, corporate restructuring, preparation and execution of documents, liaising with other professionals and other such similar work.
Any outstanding fees must be agreed and settled prior to the commencement of any administration work and invoices in respect of time charges must be paid within 30 days of the date of the invoice. Where standard fees and/or time charges are not paid, we reserve the right to suspend the provision of our services, which may impact on the good standing of a company. We may employ debt collecting agents to collect unpaid fees.
By signing and returning this form to us, you agree to the above statements, and warrant to the following: -
In consideration of IFL providing the services the client gives the undertakings and indemnities set out herein:
'IFL' - Trust Formations Limited, a company incorporated under the laws of UK and The UAE under Registry code: 133690C and having its registered office at Intelligent House, 74, Hailwood Avenue, Douglas, UAE IM2 7DH
'THE COMPANY' - The Company to which IFL is to provide services.
'THE TRUST' - The trust or settlement of which IFL are the Trustees or to which IFL are to provide services.
'THE CLIENT' - The person(s) requesting that IFL provide services which expression shall in the case of an individual include his heirs, personal representatives 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 their respective heirs, personal representatives and assigns.
'THE SERVICES' - The Services as detailed in the Application Form or as may be mutually agreed in writing between IFL and the Company or the Trust.
2.1 The Client declares that he is not a Prohibited Client and undertakes not to conduct any Prohibited or Illegal Activity. IFL reserves the right to terminate the Services and to cease to act, without notice, for any Client that becomes a prohibited client or engages in any illegal or prohibited activity:
Prohibited Clients include persons (real or legal):
2.2 prohibited under the laws of any jurisdiction because of being a minor or having no legal capacity (for whatever reason) or otherwise unqualified to be a party to a contract.
2.3 who are undischarged bankrupts or disqualified from acting as a company director or from engaging in the management of a company or found guilty of any serious criminal offence.
2.4 who have been proven to have acted in a fraudulent or dishonest manner in any civil proceedings.
2.5 who are resident in a jurisdiction subject to any international 'Blacklist' 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 and the United Kingdom.
Illegal or Prohibited Activities include:
2.6 trading or other illegal activities relating to money laundering; receiving the proceeds of drug trafficking or terrorist activities; receiving the proceeds of criminal activities or trading with such countries as might from time to time be subject to any embargo imposed by the Security Council of the United Nations, the European Union, the United Kingdom and Spain.
2.7 activities prohibited by IFL, which include: trading in arms, weapons, or munitions; Umbrella Payroll Activities; pornography; Cryptocurrencies; Sex Industry; dealing in hazardous chemicals or toxic waste; pyramid sales and gambling. We reserve the right to update this list at any time.
2.8 financial business involving soliciting funds from the public; the management of third-party investments, offering investment advice to the public or the operation and administration of collective investment schemes.
2.9 for any other purpose which is illegal under the laws of the jurisdiction of incorporation or the situation of any establishment of the Company or Trust or which may damage IFL's good reputation.
2.10 Notwithstanding the provisions of Clauses 2.1 to 2.9 above IFL reserve the right to provide Services to a Company or Person mentioned above at its sole discretion.
3.1 IFL is appointed to act by the Company and its duties are owed solely to the Company based on these Terms of Business. IFL will provide the Services (or such other services as may be agreed in writing between the Company and IFL) with the reasonable skill and care of a professional corporate service provider in all cases as soon as reasonably practical. Time shall not be of the essence of this Agreement.
3.2 The Client and the Company agree that in connection with the provision of the Services IFL may instruct legal and other advisors from time to time on behalf of the Company and it is agreed that such costs shall be covered by the indemnity arrangements referred to herein.
3.3 The officers, directors or trustees provided by IFL shall have full power to manage the business of the Company and/or Trust in accordance with the terms of the Company's Memorandum and Articles of Association and/or the Trust Deed at their absolute discretion and in particular but without prejudice to the foregoing the officers, directors or trustees may employ any of the assets of the Company and/or Trust in or towards the satisfaction of any demand made against the Company and/or Trust for the payment of any sum or restitution of any property for payment of any taxes, levies or other governmental or state impositions and including the fees of IFL.
4.1 The Client and the Company agree on demand to provide to IFL such information, records and financial statements as it considers necessary in order to ensure that the Company complies with all applicable legislation and that any officers provided by IFL can perform their duties to the standard imposed by all applicable legislation.
4.2 The Client is responsible for ensuring that he has taken and warrants that he has taken all necessary tax and legal advice in all relevant jurisdictions with regard to the establishment and operation of the Company and/or Trust and for ensuring that the activities or proposed activities of the Company will not breach the laws of any relevant jurisdiction. Save as agreed in writing IFL is not responsible for advising the Client in relation to any matter.
4.3 In order to enable IFL to meet its legal and regulatory obligations in respect of the administration of the Company, the Client and the Company agree to keep it fully and promptly informed of the ultimate beneficial ownership of the issued share capital of the Company and of any changes or dealings in relation thereto (whether by transfer or grant of option or agreement to do so or otherwise).
4.4 The Client and the Company undertake forthwith to inform IFL of any other matters that might affect the Company and/or IFL 's willingness to provide, or continue to provide, any of the Services or any matter that is material to the management or affairs of the Company.
4.5 The Client irrevocably agrees that IFL can (but shall not in any event be obliged to) rely on communications received from him in determining what steps it is required to take in administering the Company.
5.1 IFL shall be entitled to vary its fees from time to time. IFL will provide the Client with no less than 30 days' notice prior to renewal of Annual Services of any change in a standard fee for those services provided to the Client.
5.2 The Company and the Client agrees forthwith on demand to indemnify IFL in respect of all and any liabilities, costs or expenses incurred by IFL while providing the Services. IFL will not be required to incur any expenses or make any payments while providing the Services unless IFL has received sufficient funds in advance.
5.3 Fee notes (including disbursements incurred on behalf of the Company) will be rendered to the Company periodically. The Client agrees to pay and discharge any such invoice forthwith on demand if it remains unpaid 14 days after the due day for payment.
5.4 IFL shall be entitled and is irrevocably authorised to withdraw funds from any moneys held by it on behalf of, or any account managed by it on behalf of, the Client and/or the Company in order to discharge all and any fees and expenses payable hereunder.
5.5 The Company and the Client agree that IFL shall be entitled to retain any commission or fee which is paid or may become payable to them notwithstanding that such commission or fee is payable as a direct or indirect result of this appointment or any dealing with property which is or may become associated with the appointment hereunder.
5.6 No refunds are given after an order has been processed and no refunds are given should IFL cease to provide services. Annual service fees are payable for a full year or part thereof. IFL cannot guarantee that we can open bank accounts and bank account applications are done on a 'best efforts' basis for all clients, however we will endeavour to seek alternative arrangements if our first choice of bank is declined. Bank account opening fees only relate to Companies incorporated by IFL and not by other Corporate Service Providers. IFL only act at all times as an introduction service to banks and cannot be held responsible for any client applications that have been refused. Due to Covid-19 applications to some of our banking institutions may take longer than originally quoted and we cannot be held responsible for any delays or disruptions due to covid-19.
5.7 The Client undertakes to ensure that all government duties, licence fees, capital duties, or other taxes, filing fees or government fees of any nature relating to the Company are paid expediently to IFL. IFL will not be liable for any penalties, fines, fees or other liabilities incurred by the Client and/or the Company in relation to the Company and/or the Services and the Client accepts full responsibility to pay these and indemnify IFL against any liability in respect of them.
5.8 In the event of non-payment of fees IFL may either terminate or suspend the Services in accordance with Clause 11 hereof.
5.9 Trust Formations Limited may use a UK company as agent for the collection of fees for services. This arrangement does not affect the terms set out in this Client Acceptance Policy.
6.1 To the extent permitted by law the Client and the Company jointly and severally undertake and agree to indemnify IFL against all and any costs, claims, losses, expenses, damages and liabilities whatsoever (including without limitation legal costs and expenses) that may be incurred or suffered by IFL however arising (other than by reason of fraud or dishonesty on the part of IFL) in connection with the provision of the Services or the performance of this agreement and/or their duties as officers of the Company.
6.2 IFL's liability in respect of all and any breaches of contract or breaches of duty or fault or negligence or negligent misstatement or otherwise howsoever and of whatever nature arising out of or in connection with this agreement shall be limited to the fees charged in respect of the Company and/or Trust for the previous twelve months ending on the date on which the event (or if more than one the last such event) giving rise to liability occurred
7.1 IFL agrees that where the Client or the Company gives it confidential information subject as stated herein it shall use all reasonable endeavours to keep it confidential.
7.2 Without prejudice to the said duty of confidentiality, IFL reserves the right to act for other clients (including competitors of the Client/Company).
7.3 The Client and the Company acknowledge that IFL is bound by regulatory and other obligations under the law of the jurisdiction in which the Services are provided and the jurisdiction of incorporation of the Company and agree that any action or inaction on the part of IFL as a result thereof shall not constitute a breach of duties IFL's hereunder.
7.4 Any report, letter, information or advice IFL gives to the Client during this engagement is given in confidence solely for the purpose of this engagement and is provided on condition that the Client undertakes not to disclose the same, or any other confidential information made available to the Client by IFL without its prior written consent.
7.5 IFL shall not in any event be required or obliged to take any action which it considers to be unlawful or improper or which may cause it to incur any personal liability and the Company and the Client agree that IFL shall not be liable for refusing to take any such action.
7.6 Notwithstanding any provision hereof IFL shall be entitled and is irrevocably authorised to open and read all and any correspondence, letter, fax or other communication received by the Company and/or on behalf of the Company or the Client.
7.7 The client gives IFL permission to make general enquiries regarding their overall suitability, business standing, and/or creditworthiness. This permission allows for IFL to contact whomever they so wish regarding their enquiries, including but not limited to a licensed credit reference agency, who may record the search.
8.1 Moneys held by IFL on behalf of the Company and/or the Client shall be held in a clients' trust account in trust for the Company or the Client as the case may be provided that for the avoidance of doubt the Company acknowledges that any money held in the Company's bank account shall not be held in a trust account.
8.2 The client shall not have any entitlement to receive interest on moneys held in a clients' trust account unless (i) otherwise agreed in writing between IFL and the client and (ii) the amount of interest earned on the funds lodged by the client exceeds €500 per annum. Subject to the foregoing and where IFL agree to pay interest on moneys held in a clients' trust account the basis of calculation of interest shall be such rate (or rates) as is actually earned from the bank on the relevant funds.
8.3 IFL shall have the right, to remove funds from the clients' trust account for the payment of any fee note raised by IFL in respect of the Company or the Client or any other Company of the Client for which IFL provide Services.
9.1 Any notice or other document to be served under this Agreement must be in writing and may be delivered by hand or sent by pre-paid letter post or facsimile transmission to the party to be served at that party's address as set out in the letter (or as varied from time to time by notice in writing in accordance herewith).
9.2 The Company and the Client hereby authorise IFL to communicate by unencrypted electronic mail and agree that IFL shall have no liability for any loss or liability incurred by the Company /Client by reason of the use of electronic mail (whether arising from viruses or otherwise) and hereby release IFL from any such liability. IFL shall not be liable for any loss or damage caused by the accidental transmission by it of an infected email.
10.1 The terms of this engagement shall be binding upon and inure for the benefit of the successors of the parties but shall not be assignable in whole or in part by either party without the prior written consent of the other provided that IFL shall be entitled to assign its rights and liabilities hereunder by not less than 28 days' notice to the Company and the Client.
11.1 This Agreement may be terminated by IFL or the Company giving 60 days written notice (or such shorter notice as the other parties may agree to accept) to the other party whereupon this Agreement and the obligations of the parties (save as set out in clauses 6 and 7 and in respect of antecedent breaches) shall cease and terminate.
11.2 This Agreement may be terminated with immediate effect by notice in writing by either the Company or Proactive if: -
a) the other party commits any material breach of its obligations under this agreement or under any other agreement between the parties; or
b) the other party goes into liquidation (except for the purpose of a bona fide solvent amalgamation or re-organisation) or is declared bankrupt; or a bankruptcy petition is presented against him or a receiver or administrator is appointed in respect of it; or
c) any encumbrance takes possession of a material part of the property of the other party or execution is levied in respect of the other party's assets; or
d) anything analogous to any of the foregoing occurs in relation to the other under the law of any jurisdiction.
11.3 IFL shall be entitled to terminate this Agreement with immediate effect by written notice to the Company if any legal proceedings are commenced against the Company (including any injunction or investigation proceedings).
11.4 Termination shall be without prejudice to any rights or liabilities of any party either arising prior to termination or arising in respect of any act or omission occurring prior to termination.
11.5 In the event of termination, IFL shall not be obliged to return all or any part of the fees and expenses paid to it hereunder (save for amounts paid on account of disbursements to be incurred).
11.6 In the event of termination IFL, the Company and the Client shall each arrange that all such acts are done as may be necessary to give effect to such termination and the Client shall within 30 days of the date of termination procure the appointment of a successor administrator and replacement officers and IFL shall, subject to payment of all amounts due to it, co-operate with the Client in relation to such appointments.
11.7 Upon the termination of this Agreement, IFL shall deliver to the Company or to whom it may direct all books of account and records relating to the affairs of the Company which are the property of the Company and which are in IFL's possession.
11.8 In any case where IFL is entitled to terminate this Agreement hereunder IFL shall be entitled, without prejudice to such right to terminate, to suspend the provision of Services hereunder for such period and on such basis as it may determine and during such period IFL shall not have any duty to provide any Service hereunder.
11.9 Where IFL have suspended Services and outstanding fees are ultimately settled IFL may charge a re- activation fee based on the time charges involved.
11.10 The Company acknowledges that notwithstanding the right of IFL to terminate or suspend its services in accordance herewith IFL may have continuing regulatory/fiduciary duties under applicable law. Accordingly, without prejudice to its rights, it is agreed that IFL shall be entitled (but not obliged) to continue to provide services so as to discharge such duties and shall be entitled to charge its applicable rate for the provision thereof and without prejudice to the generality hereof IFL reserves the right to cause the Company to be dissolved in accordance with applicable law in such circumstances.
12.1 Complaints should be in writing and addressed to the Director who shall acknowledge your letter promptly, investigate the circumstances and report the results to you.
13.1 If any provisions of this Agreement (or any document referred to herein) is or at any time becomes illegal or invalid or unenforceable in any respect the legality and validity and enforceability of the main provisions of this Agreement (or such documents) shall not in any way be affected or impaired thereby.
14.1 This Client Acceptance Policy constitutes the entire agreement between the parties in relation to the provision of services to the Company and may only be varied by agreement in writing signed by or on behalf of the parties (save that the fees chargeable hereunder shall be variable as previously stated).
15.1 The Terms of Business and this Agreement shall be governed by and construed in accordance with the laws of UK and the UAE
If there is anything in this agreement that you do not understand or that you wish to discuss with us, please contact us before you sign and return the Client Acceptance Policy to us.