TERMS AND CONDITIONS OF SERVICE Company / LLP
These terms and conditions govern the agreement between Fiduciary Management Limited ("Fiduciary") and the Beneficial Owner(s) (“Client”) in relation to the Services provided hereunder.
Scope of Services
Fiduciary will, subject to payment for its services acquire or incorporate a Company/LLP for the Client and provide a Registered Office, Company Secretary, Nominee Shareholders and Director Services (if required) and prepare and file the annual return where required (“the Services”).
If Nominee Shareholder services are provided Fiduciary will provide the Client with share certificates and declarations of trust as appropriate.
Fiduciary will as an administration function complete and file statutory and tax returns using the information provided to them.
The initial services required are more particularly set out in the Company Request Form completed by the Client as amended and agreed between the Client and Fiduciary from time to time.
Any advice given by Fiduciary is restricted to the legal and tax framework in the country of incorporation of the Company/LLP. The Client acknowledges ownership of the Company/LLP and agrees to take sole responsibility for all tax related matters that may arise in connection with it in the Client’s country of residence or elsewhere.
The Client agrees it is their sole responsibility to obtain legal, investment, accounting or other professional advice at their own expense. The Client further acknowledges that the employees and management of Fiduciary are not licensed tax professionals, lawyers financial advisers or accountants and that Fiduciary has not rendered any legal, investment or tax advice nor undertaken any related calculations. No information provided or action taken by Fiduciary shall be construed as legal, tax or investment advice.
The Client agrees that Fiduciary may take any necessary steps to meet obligations imposed upon it by any authorities regulated and authorised by law to request such obligations. The Client acknowledges that the directors have a statutory obligation to maintain the Company/LLP in good standing and as such authorises Fiduciary to make payment from any monies held by the Company/LLP in this regard where the cost has not been met by the Client.
The Client agrees with Fiduciary and its nominees not to give any instructions or directions which are unlawful under the laws of Gibraltar or any other place having a jurisdiction over the Company/LLP or applicable in the place where such instructions are to be performed.
Fiduciary will maintain the strictest confidence on all occasions regarding matters related to the Company/LLP and individuals associated therewith. This is subject to the proviso that Fiduciary may be required to disclose information under due process of law or to meet its legal regulatory or other requirements.
If mail forwarding services are provided by Fiduciary, Fiduciary reserves the right to open any mail addressed to the Company or its Secretaries prior to forwarding.
The Client hereby agrees to supply all necessary information to Fiduciary as and when requested to enable Fiduciary to prepare appropriate accounts and statutory returns.
Any legal dispute regarding these terms and conditions should be settled in accordance with, and subject to the laws of Gibraltar and the Gibraltar Courts shall have exclusive jurisdiction in relation to any such dispute except to the extent that Fiduciary (at its sole discretion) invokes the jurisdiction of the courts of any other country.
Payment of Fees
The Client agrees to promptly pay Fiduciary for all the Services requested by the Client in respect of the Company/LLP acquired. Where Fiduciary control the client bank account payment of fees will be settled automatically from this account.
In the event of part payment of fees Fiduciary reserves the right to apply any monies received firstly to pay its fees. The Client agrees that in the event of non payment of fees, Fiduciary may deduct such fees from any assets of the Company/LLP.
The Client requests Fiduciary to provide the Services which initially shall be provided for a one year period from the date of reservation of the Company/LLP and automatically renewed unless otherwise cancelled by the Client in writing at least two months prior to any anniversary date of these terms and conditions.
Disbursements paid in advance to Fiduciary but not yet incurred or paid are refundable to the Client on request. No amounts held by Fiduciary on behalf of the Client shall l attract interest.
Fiduciary’s fees for its services are applied as shown in its latest schedule of fees at the date on which fees become due and payable and is available on request. This includes any transfer or exit fees. No request to transfer or strike off the Company/LLP will be actioned until all fees, taxes and disbursements are paid in full to Fiduciary.
Fiduciary may, directly or through an intermediary ask a third party contractor to carry out some or all of any work which the Client instructs Fiduciary to carry out. Fiduciary shall pay the charges of third party contractors on behalf of the Client and the Client undertakes to reimburse Fiduciary with the charges of the third party contractor. Fiduciary will take all reasonable care in selecting and instructing a third party contractor in this regard. The Client hereby accepts and understands that Fiduciary has no control over the activities of a third party contractor and therefore accepts no responsibility for the services or level of services provided to the Client by such third party contractor or for any errors or omissions in their work or products.
Anti Money Laundering Regulations
In order for Fiduciary to meet its obligations under the applicable anti-money laundering legislation and/ or regulations the Client hereby agrees to provide Fiduciary with any appropriate documentation and information required by Fiduciary in this respect together with copies of all bank statements from all bank accounts opened anywhere in the world and in any currency in respect of the Company/LLP. If the Client fails to provide such documentation and/ or information Fiduciary will be unable to continue to provide any services to the Client until such time as the necessary information and/ or documentation is provided. Fiduciary reserves the right to access any and all of the Client’s electronic records and information for the purposes of independent verification without the need to obtain permission from the Client.
Data Protection
Fiduciary is a data controller within the meaning of the Data Protection Act and as such is required to comply with the Data Protection Act in all respects. The Client has the right to request in writing details of their data held by Fiduciary in accordance with the Data Protection Act.
Client Responsibilities
Fiduciary will only act on clear and concise written instructions received from the Client or a legally appointed agent thereof. If the Client wishes to give instructions by telephone this is acceptable subject to appropriate security measures being mutually agreed to in advance.
The Client hereby agrees to indemnify and hold harmless, and hereby indemnifies Fiduciary, its employees, its duly appointed directors, shareholders and any other officers appointed to the Company/LLP from and against any and all actions, proceedings, costs, losses, liabilities, charges, claims or demands which may be made against the Company/LLP, Fiduciary, its employees, its duly appointed directors, shareholders and any other officers appointed to the Company/LLP or any one of them by reason of any act, deed or thing done or omitted to be done by any of them in connection with or incidental to the provision of Services hereunder and to pay all costs and expenses which may be incurred in connection with any such actions, proceedings, claims or demands subject only to any liability arising by way of Fiduciary, its employees, its duly appointed directors, shareholders and any other officers appointed failing to act with the degree of skill, care and diligence that may reasonably be expected and ALWAYS PROVIDED THAT the Client has at all times complied with its own obligations under these terms and conditions or under applicable law (as the case may be).
Fiduciary its employees, its duly appointed directors, shareholders and any other officers appointed to the Company/LLP shall not be liable for any direct or indirect costs, liabilities or expenses of any kind as a result of any error, omission, default, regulatory or other breaches committed by any counterparty, bank, custodian, sub-custodian or other similar person or entity which holds assets (tangible or otherwise) in an account or in custody for and on behalf of the Company/LLP nor shall Fiduciary its employees, its duly appointed directors, shareholders and any other officers appointed to the Company/LLP be responsible for payment of any liabilities, costs or expenses related to any such counterparty arrangements between the Company/LLP and such bank, custodian, sub-custodian or other similar person or entity.
The Client will immediately advise Fiduciary in writing of any material changes in the activities or proposed activities of the Company/LLP and ensure an acknowledgement of the same is received.
The Client will advise Fiduciary in writing of any proposed change of beneficial owner(s). Such notification must take place before any change is made or agreed, and acknowledgement received. Fiduciary shall not be obliged to recognise any purported change in legal or beneficial ownership of the Company/LLP without being in receipt of proper notice in writing and receipt of all necessary due diligence to meet its legal and/ or regulatory requirements and obligations.
The client must obtain prior written approval from Fiduciary before placing any advertisements or public announcements in any medium concerning the Company/LLP.
The Client hereby undertakes to insure all assets and property of the Company/LLP and fully indemnify and hold harmless Fiduciary and its Directors against all claims made due to the lack of appropriate insurance.
Other Matters
In the event that any circumstances arise whereby Fiduciary considers it may have a conflict of interest or material interest in or relation to any matter which Fiduciary is involved by virtue of providing any of the Services to the Client, Fiduciary shall immediately implement its internal conflict management procedures. In the event of Fiduciary having a material interest in a transaction with a Client or a relationship which may give rise to a conflict of interest thereof, Fiduciary shall fairly disclose such relationship or material interest to the Client. Where a conflict of interest in unavoidable, Fiduciary shall explain the position fully to the Client and manage the potential conflict situation in such a way so as to avoid any prejudice to the Client. If there is no practical solution available, Fiduciary shall immediately withdraw from the potential conflict situation and terminate this agreement save to the extent that the Client expresses, in writing a clear and unequivocal intention to consent to Fiduciary continuing to provide the Services notwithstanding such potential or actual conflict of interest.
Fiduciary has a zero tolerance approach to bribery and related acts and offences and implements internal anti bribery procedures. Accordingly, Fiduciary reserves the right to terminate the provision of its Services to the Client in the event that Fiduciary suspects or has reason to suspect that any bribery or bribery related offences are being committed or about to be committed by the Client or by any persons associated with the Client. Fiduciary will adhere to any published ministerial guidance about procedures that relevant commercial organisations can put in place to prevent persons associated with them from bribing. Fiduciary’s internal anti bribery procedures may adapt over time to reflect said ministerial guidance.
Should the Client have any grievance or cause for complaint in respect of the Services being provided by Fiduciary pursuant to these terms and conditions it may contact the Board of Directors of Fiduciary in writing setting out the details and reasons for any such grievance or complaint in full. Fiduciary will acknowledge receipt of any written complaint by the Client within 21 days of receipt. Should the Client not be satisfied with Fiduciary’s response to the complaint, it has the right to lodge its complaint to the Financial Services Commission.
The Client hereby acknowledges that he fully understands the full meaning and effect of these terms and conditions, and that it is entering into these presents with the full knowledge that Fiduciary’s liability is accordingly limited.
The Client agrees that the obligations on his part herein contained shall be binding on his executors, administrators and successors in title.
The terms and conditions contained herein may be amended by Fiduciary from time to time. The Client’s continued use of the Services following posting/ notification of these terms and conditions on Fiduciary’s website below will be deemed binding acceptance of the modification by Fiduciary’s terms and conditions. It is the Client’s sole responsibility to review these terms and conditions and any amendments from time to time. These terms and conditions represent the complete and final agreement between the Client and Fiduciary and supersedes any and all prior agreements or understandings between the Client and Fiduciary.
