DEFINITIONS in these terms and Conditions of Business:
"Client" means the person who has requested Anjouan Corporate Services Ltd (ACS) to provide services or any other person who has agreed to pay for services or has previously remitted payment for those services.
"Company" means any one or more companies or trusts for which the Client has asked ACSL to provide services.
"Person" shall include, as far as the context admits, any person, firm company or other body incorporated or unincorporated.
"Services" means any company formation, management, documentary, trust or trustee services, administration service, or any other provision of a service provided to the Client or his Company or a trust for or on behalf of the Client.
"Trust" means any trust or settlement established or administered for or on behalf of the client. Words importing one gender include all other genders and words importing the singular include the plural and vice versa.
FEES AND SERVICES:
The Client agrees to pay the fees charged by which fees include annually recurring amounts but, although effort is made to maintain the same fee level for as long as possible, ACSL reserves the right to increase the level of fees payable.
The fees are set out on the basis of immediate settlement by the Client. When ACSL invoices for annual services, 10 % may, at the discretion of ACSL be added to the fees invoiced but the additional amounts is fully allowable as a discount if the invoice is paid AS REQUESTED. In the event that the Client fails to settle invoices properly rendered to him by ACSL within the period for payment notified on that invoice then the Client authorises ACSL to deduct the fees from any account, monies or property under the control of ACSL and belonging to the Client or the Company.
If the Client no longer requires the Services provided by ACSL then within 30 days of receipt of the invoice for the forthcoming year's Services the Client shall advise ACSL accordingly. If the Client does not so inform OFA then he shall be deemed to have accepted liability to pay for the Services for the forthcoming 12 months period and shall be liable for the payment of the invoice in full. Domiciliary and management services are provided on a yearly basis. A termination fee shall be payable by the Client to ACSL upon the Services no longer being required whether this be due to liquidation, transfer of the management of a company or trust or otherwise. The fee payable shall be ?1400 in respect of each company or trust established. This termination fee will be charged additionally to any fees payable for documentary work, time spent in effecting such termination and disbursements payable to third parties. ACSL reserves the right to decline instructions from a Client without giving any reasons. It should be understood we offer no legal or tax advice relating to any service we offer.
It is understood from all clients that any company, individual, shareholder, director will not use any Anjouan company or license for any activity which is an offence or predicate offence of money laundering (which term shall be given the widest meaning attributed to it under the law and by international convention), including but not limited to receiving, investing, converting or distributing the proceeds from drug trafficking, terrorist activities; extortion; trading in arms, munitions or other weapons or for any purpose which is illegal under the law of the place of incorporation or management or criminal activities generally, 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 United States or the European Union, It is understand that if it is determined that any of the information provided to Anjouan Financial Services Limited, and its affiliated companies, directors, agents, servants and/or employees was provided with the knowledge that it was false, this may be subject to criminal prosecution and any Company and License granted will immediately be revoked.
The clients will at all times irrevocably and unconditionally hold harmless and indemnify Anjouan Corporate Services Limited and any parent, subsidiary or affiliate thereof and their directors, partners, officers and employees against all proceedings, suits, damages, fines, expenses, penalties and liabilities arising or brought against any of them by reason of any breach of the above declarations or the provision of the Company and/or the Services
Where ACSL is providing Directors and/or Company Secretary ("Officers") for the Company then:
The Officers will at all times be willing to consider and entertain requests and suggestions from the Client but they will not be willing to act in any manner which appears to them to be dishonest, illegal, improper, or incorrect. ACSL will procure the resignation of the Officers they provide upon written request from the Client.
The Client will at all times keep indemnified the Officers in respect of all actions, claims and demands, losses and costs incurred by the Officers in the exercise or purported exercise of their duties unless the Officers shall be guilty of personal dishonesty.
Where ACSL is providing registered office facilities for the Company then:
No reference shall be made to that registered offices address in any advertisement or public announcement without the specific consent of AFSL.
The facility is available on the basis of license revocable at will by ACSL and the Client will upon request from ACSL immediately transfer the registered office address to another address selected by the Client.
It may be necessary for ACSL to move its offices to another location and such a move may well make it necessary for the registered office address(es) of the Company to be changed. ACSL undertakes to give the Client as much advance notice as possible of any such move but it will not accept responsibility for any costs incurred by the Client as a result thereof.
The Client agrees to inform AFSL immediately upon changing his usual business address or residential address or telephone or fax number, that ACSL may at all times be able to contact the Client should there be need.
All requests for action shall be transmitted to ACSL by the Client in writing by fax, mail or email. ACSL may agree to action any request or instruction given otherwise than in writing only on the express understanding that ACSL shall not be liable in respect of any misunderstanding or error occasioned in processing such action or request acted upon in good faith.
All communications in relation to the administration of the Company shall be deemed to have been properly communicated to the Client if sent to the address notified to AFSL by the Client in accordance with these Conditions of Business and all such communications shall be deemed to have been properly received by the Client ten days after posting such communication to the Client. It shall not be necessary for ACSL to provide proof of postage.
ACSL shall not be liable for any failure to comply with any instructions and shall not be responsible for non-receipt of instructions. The Client shall have no claim whatsoever against AFSL in respect of anything done or omitted to be done or in respect of any exercise of any discretion unless same shall be mala fide or fraudulently.
In its web site and other materials ACSL provides information on services. Such information does not purport to be legal or other professional advice and cannot be taken to constitute such advice. The Client agrees to provide AFSL upon request with whatever information ACSL may require about the background of the Client's Company.
If it is found at any time during the duration of the license that there are reported irregular or illegal activities. The license will immediately be suspended and no refund will be given.
Any dispute arising between the Client and ACSL from or out of the provision of the Services by ACSL or in connection with these Terms and Conditions of Business shall be referred to and determined by a sole arbitrator ("the Arbitrator") such arbitration to be held in the same jurisdiction as the situs of the particular office providing those Services or, if ACSL shall deem it more convenient elsewhere. The Arbitrator shall be appointed by agreement between the parties. For the avoidance of doubt the Client and AFSL agree that the decision of such arbitration shall be binding on all parties to that arbitration.