Terms and Conditions of Business

Defenitions:

Offshore Banking and Services Provider Terms and Conditions

In these Terms and Conditions of Business:

“Terms of Business” means these Terms of Business or such other new Terms of Business as may from time to time be published APGI's websites.

“APGI” means Asset Protection Group International, S.A. domiciled in Costa Rica, the multi-jurisdictional marketing insignia of a worldwide group of companies offering offshore company formation and related services. Participating companies are independent of one another and have no authority with regard to any group member, express or implied, to represent, bind or act directly or indirectly as a statutory, managing or general agent for any purpose whatsoever, nor to be based in any jurisdiction outside that in which they are incorporated; which expression shall include its successors in title and assigns on its own behalf and as agent for the APGI Officers (as hereinafter defined) and the employees thereof and any company under their direct or indirect control and any director or employee thereof.

“Client” means the person, beneficial owner(s) of the Company - which expression shall in the case of an individual include their 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 of the other part - who has requested APGI 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 nominated by APGI who may from time to time be appointed as director, alternate director, secretary, assistant secretary, manager, partner, accountant, VAT Agent, trustee, protector, bank signatory, other officer, administrator, registered agent, provider of a registered office or address for legal service or registered shareholder of the Company and the employees thereof and any company under their direct or indirect control and any director or employee thereof (which expression shall include any of them) for which the Client has asked APGI to provide services.

“Person” shall include, as far as the context admits, any person, firm company or other body incorporated or unincorporated.

“Services” ustee services, partnership, administration service, other activities required to maintain the Company in good standing including where appropriate on the statutory registers of the country of establishment/incorporation of the Company, or any other provision of a structure/service established and/or administered, and /or provided byAPGI to the Client or his Company or the Owners Appointees 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.

“Illegal Activities”: means: all illegal activities which, without prejudice to the generality of the foregoing, include activities relating to terrorism; drug trafficking; money laundering; 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, or the United States of America and the Republic of Costa Rica.

“Prohibited Persons”: means persons:

  1. Prohibited under the laws of any country by reason of being a minor or having no legal capacity (for whatever reason) or otherwise unqualified to be a party to a contract.
  2. Who have undercharged bankruptcies or are otherwise disqualified from acting as a director or who have been imprisoned or found guilty of any criminal offense (other than a motoring offense carrying a non-custodial sentence).
  3. Who have been proven to act in a fraudulent or dishonest manner in any civil proceedings.
  4. Who are residents in a country subject to any international 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, the United Kingdom, or the United States of America.

“Prohibited Activities” means:

  1. Activities currently not approved by APGI which are activities involving: arms, weapons or munitions; mercenary or contract soldiering; any material or any other device that could lead to the abuse of human rights or be utilized for torture; dangerous or hazardous biological, chemical or nuclear materials; drug paraphernalia; human or animal organs; the abuse of animals, genetic material.
  2. Financial business: Unless otherwise agreed in writing any activity relating to the provision of financial services which requires a license in any jurisdiction.
  3. Any activity whatsoever that may damage the good reputation of APGI or the country of incorporation of the Company.

“Unacceptable Business”::

If any Client or Owners Appointees are or become Prohibited Persons or engage in any Illegal Activities or the Company engages in any Illegal Activities or Prohibited Activities, APGI may at its discretion immediately terminate the Services or take all or any actions as are authorized in these Terms of Business. APGI may decide to request the assistance of the proper authorities in order to protect the good name and integrity of APGI.

“Warranties”::

The Client confirms, undertakes, warrants and covenants with APGI and the APGI Officers that he is the ultimate beneficial owner of the Company and that he is not and will not act in a fiduciary capacity for any other person, firm or company in relation to the Company. Additionally, the Client confirms and warrants that he, and shall procure that the Owners Appointees:

  1. Will comply with these Terms of Business.
  2. Will consent to act if appointed as Owners Appointees and that such Owners Appointees understand their legal duties and obligations.
  3. Have taken appropriate tax and legal advice with regard to the establishment and operation of the Company.
  4. Agree that APGI and the APGI Officers can (but shall not in any event be obliged to) rely on communications received from the Clients or the Managing Agent in determining what steps it is required to take in administering the Company and providing the Services.

“Indemnity”::

The Client (for himself and on behalf of the Owners Appointees) covenants with APGI and with the APGI Officers and with the Company and where appropriate shall procure that the Company covenants with APGI and the APGI Officers that they will at all times INDEMNIFY and KEEP INDEMNIFIED APGI and the APGIOfficers:

  1. Against all actions, suits, proceedings, claims, demands, costs, expenses and liabilities which may arise or occur or be taken, commenced, made or sought from or against APGI or the APGI Officers in connection with or arising from the use or actions of the Company or the provision of the Services.
  2. In respect of anything done or omitted to be done by APGI or the APGI Officers provided that this provision shall have no application to any liability for death or personal injury arising from the negligence of APGI or the APGI Officers or to any liability arising as a result of fraud on the part of APGI or the APGI Officers.
  3. In respect of any failure of APGI and the APGI Officers to comply wholly or partially with any instruction or request made by the Client, Owners Appointees or the Company and that APGI and the APGI Officers shall not be responsible for non-receipt thereof or any errors or ambiguity therein.
  4. In respect of any loss or damage arising from the use of facsimile or email, including the use of unencrypted email, failed or incomplete transmission, distortion and loss of privacy arising from viruses or otherwise.
  5. In respect of any penalties, fines, fees or other liabilities incurred by the Client, and/or the Owners Appointees and/or the Company in relation to the Company and/or the Services.
  6. APGI and the APGI Officers expressly disclaim any liability to the Client, Owners, the Owners Appointees, the Company and any third parties for any damage or loss to the Client, Owners, the Owners Appointees, the Company or any other person arising out of the acquisition or operation of the Company and/or the Services by the Owners, Owners Appointees, the Company or any other person.

“Client's Obligation”::

  1. The Client must give APGI 30 days' advance written notice of their intention to discontinue the Services.
  2. The Client must obtain from APGI its written consent before seeking to change the beneficial ownership of the Company or seeking to appoint new Owners Appointees and such applications must be accompanied by details of such proposed changes or appointments which shall without prejudice to the generality of the foregoing include an appropriately certified copy of the passport and proof of residential address of such persons and APGI reserves rights to request further information concerning such proposed changes and to decline to accept such applications.
  3. The Client shall and shall procure that the Owners Appointees shall undertake forthwith to inform APGI of the nature of the activities of the Company and of any matters which might affect the Company and/or APGI 's willingness or ability to provide, or continue to provide, the Services, and seek APGI 's consent in writing before making any material changes in those activities.

FEES AND SERVICES:

  1. APGI will not provide Services unless APGI has received in full and in advance all fees and disbursements due to it in relation to the Company or the provision of the Services. The client agrees to cover all wire or money transfer fees unless prior written authorization is given by APGI not to cover such fees.
  2. At all times the Client agrees to pay all fees charged by APGI which fees include disbursements and expenses incurred by APGI in connection with the Company and in providing the Services, and annually recurring amounts but, although effort is made to maintain the same fee level for as long as possible, APGI reserves the right to increase the level of fees payable. Any such increase will be notified to the Client in advance.
  3. The Client hereby irrevocably authorizes APGI to withdraw moneys from any funds held by it on behalf of, or on 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 to or by APGI or the Company.
  4. The fees are set out on the basis of immediate settlement by the Client. When APGI invoices for annual services, 20 % may, at the discretion of APGI be added to the fees invoiced but the additional amounts is fully allowable as a discount if the invoice is paid within 30 days.
  5. In the event that the Client fails to settle invoices properly rendered to him by APGI within the period for payment notified on that invoice then the Client authorizes APGI to deduct the fees from any account, monies or property under the control of APGI and belonging to the Client or the Company.
  6. In the event that the client requests APGI to transfer the management of the Company to another agent or Corporate Service Provider, APGI will not transfer the Company until all outstanding fees (including government fees, duties, taxes and other third party disbursements together with APGI 's professional and transfer fees) have been paid in full.
  7. If the Client no longer requires the Services provided by APGI then within 30 days of receipt of the invoice for the forthcoming year's Services the Client shall advise APGI accordingly. If the Client does not so inform APGI 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.
  8. Domiciliary and management services are provided on a yearly basis and APGI will not, without prior agreement, provide such services for shorter periods or for part only of the yearly billing period.
  9. A termination fee shall be payable by the Client to APGI upon the Services no longer being required whether this be due to liquidation of a company or trust, disposal of a company, transfer of the management of a company or trust or otherwise. The fee payable shall be US$1,000 in respect of each company or trust established in the country for which APGI quotes fees in US Dollars, 875 Euros in countries where fees are quoted in Euros and GBP700 when fees are quoted in GBP, in respect of each company or trust established in a country for which APGI quote fees in Pounds Sterling. 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.
  10. If a client places an order and does not follow up or respond to communications provided by APGI within 30 days after having received payment the order will be considered as abandoned and no refund will be issued.
  11. ALL SALES ARE FINAL - once an order has been placed no refund will be issued under any circumstances. Credits towards the client's account may be issued at the discretion of APGI.

DIRECTORS/ADMINISTRATORS:

Where APGI is providing Directors/Administrators and/or Company Secretary ("Officers") to or for the Company then:

  1. 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.
  2. APGI will procure the resignation of the Officers they provide upon written request from the Client.
  3. The Client will at al times indemnify and keep indemnified the Officers in respect of all actions, claims and demands, losses and costs made against or suffered or incurred by the Officers in the exercise or purported exercise of their duties unless the Officers shall be guilty of personal dishonesty.
  4. The Client must, at all times, keep the Company in funds sufficient to discharge its liabilities as and when they become due and at the request of APGI or the APGI Officers shall pay to the Company such sums as may be required to enable the Company to discharge in full such liabilities.
  5. The Client will inform APGI of any matters that might affect the Company or any matter that is material to the management or affairs of the Company, and at the request of APGI or the APGI Officers, immediately provide all information so requested by APGI to assist APGI to prepare financial statements for the Company, and/or disclose to APGI or the APGI Officers of any and all information concerning any corporate asset, transaction or business of the Company.
  6. The Client will apply to APGI in writing for consent before seeking to alienate, assign, sell, pledge or otherwise dispose of or encumber the Owners or the Owners Appointees interests in the Company or any part thereof. APGI reserves rights to request further information concerning such proposed changes and to decline to accept such applications.
  7. Where the Client/Owners Appointees are grantees of a power of attorney from the Company, act with the utmost good faith to the Company, maintain accurate records, disclose in writing any relevant facts relating to potential conflicts of interest with the Company to the Company and the APGI Officers and inform the Company and the APGI Officers in writing each time a power is exercised and the details of such acts and must acknowledge that if the Company is fraudulently induced to execute a power of attorney or any grantees act illegally or in bad faith any transactions benefiting those grantees can be set aside and those grantees will be held liable on a full indemnity basis to the grantor.
  8. When APGI provides APGI Administrators/Officers, APGI and the APGI Officers shall be entitled to take any steps which they may in their absolute discretion think fit to protect the interests and/or assets of the Company and to take such professional advice in the interests of and at the expense of the Company as APGI or the APGI Officers may consider necessary.

REGISTERED OFFICE:

WWhere APGI is providing registered office facilities to or for the Company then:

  1. No reference shall be made to that registered offices address in any advertisement or public announcement without the specific consent of APGI thereto.
  2. The facility is available on the basis of license revocable at will by APGI and the Client will upon request from APGI immediately transfer the registered office address to another address selected by the Client.
  3. From time to time, it may be necessary for APGI 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. APGI 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
    4. thereof.

OTHER PROVISIONS:

1.Instructions and Requests

So that APGI may at all times be able to contact the Client should the need arise, the Client hereby agrees to inform APGI immediately upon changing his usual business address or residential address or telephone or fax number.

All instructions or requests for action shall be transmitted to APGI by the Client in writing by e-mail, letter or facsimile. APGI may, at its discretion, agree to action any request or instruction given otherwise than in writing only on the express understanding that APGI shall not be liable in respect of any misunderstanding or error occasioned in processing such action or request acted upon in good faith.

The Client acknowledges that APGI is bound by regulatory and other obligations under laws and regulations of the jurisdiction in which the Services are provided and the jurisdiction of incorporation of the Company and agree that any action undertaken by APGI or the APGI Officers to comply with those laws or regulations shall not constitute a breach of APGI 's obligations hereunder.

APGI and the APGI Officers shall not in any event be required to take any action which they consider unlawful or improper or which may cause APGI or any of the APGI Officers to incur any personal liability and the Client, Owners Appointees and the Company agree that APGI shall not be liable to them for refusing to take any such action.

Where permitted under these Terms of Business or if instructions are requested by APGI or the APGI Officers and no instructions have been received by APGI within 30 days, or where the urgency of the matter requires action within such lesser period as may be stated in the request, APGI or the APGI Officers may immediately and with no liability to the Client, the Owners Appointees or the Company take no further action on a particular matter; or take no further action at all in relation to the Company and/or the Client and/or the Owners Appointees; or take such other action as they shall in their absolute discretion consider appropriate or as it may be advised by its legal advisers.

The Client irrevocably agrees and consents that, if the Company is a company and the APGI Officers are directors or managers of that company, or the Company is a Partnership and the APGI Officers are members or managers of that partnership, or the Company is a trust and the APGI Officers are trustees or protectors of that trust, APGI or the APGI Officers may, without further notice to the Client take such steps as they shall in their absolute discretion consider appropriate which shall without prejudice to the generality of the foregoing include having the Company struck off, dissolved or liquidated; or effecting a resignation of all or any of the APGI Officers; or transferring all or any of the shares, capital or interest of the Company into the name of the Client; or appointing the Client as a director, officer, trustee or protector of the Company; or take such other action as they shall in their absolute discretion consider appropriate or as it may be advised by its legal advisers.

All communications in relation to the administration of the Company shall be deemed to have been properly communicated to the Client, including sending of the annual renewal notice and yearly invoice, if sent to the address notified to APGI 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 seven (7) days after posting such communication to the Client. It shall not be necessary for APGI to provide proof of postage. APGI shall not be liable for any failure to comply wholly or in part with any instructions and shall not be responsible for non receipt of instructions. The Client shall have no claim whatsoever against APGI 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.

2.Confidentiality and Privacy

APGI and the APGI Officers agree that where the Client, the Owners Appointees or the Company deliver to them confidential information they shall use all reasonable endeavors to keep it confidential.

APGI and the APGI Officers collect personal information and personal data when the Client, Owners Appointees and the Company communicate with them and use this personal data and information to facilitate supplying the Services and from time to time to provide information, reference notes, guidelines, advice and for marketing such products and other services and providing such other information as APGI may from time to time make available to them.

APGI protects personal information and personal data from unauthorised access, use or disclosure. Except where permitted in these Terms of Business the personal information and personal data collected is used only for these purposes and it is never sold, lent, leased or otherwise distributed outside APGI. The Client and the Owners Appointees ACCEPT that this may mean that personal information and personal data may be transferred to countries that do not provide adequate protection of data in accordance with Article 26 (1) of the EU Directive 95/46/EC on the protection of individuals with regard to the processing of personal data and on the free movement of such data.

APGI and the APGI Officers reserve the right to treat the obligations of confidentiality and privacy in above-mentioned Clauses as not applicable and may divulge confidential information, personal information and personal data when they are obliged by law, or when required by third parties in order for APGI or the APGI Offices to provide the Services or when APGI has been unable to obtain the Client or Managing Agents instructions and it appears to APGI to be in the best interests of the Client and/or the Owners Appointees and/or the Company to provide such confidential information, personal information or personal data.

Without prejudice to the said duty of confidentiality, APGI and the APGI Officers reserve the right to act for other clients (including competitors of the Company, the Owners or the Owners Appointees). Any report, letter, information or advice APGI or the APGI Officers give to the Client, Owners Appointees or the Company is given in confidence solely for the purposes of providing the Services and is provided on condition that they undertake not to disclose the same or any other confidential information made available by APGI or the APGI Officers without APGI's prior written consent.

Notwithstanding any provision hereof, APGI and the APGI Officers shall be entitled and are irrevocably authorised to open, read and copy all and any correspondence, letter, fax or other communication received by the Company and/or it on behalf of the Company, the Client or the Owners Appointees.

3.Cessation of Services APGI and the APGI Officers shall be entitled without notice to cease to provide the Services, if:

  • The Client or the Owners Appointees fail to observe these Terms of Business.
  • ? It comes to the attention of APGI or the APGI Officers that the Company is being used for activities which were not included in the application form provided by the Client to APGI or as subsequently advised and accepted in writing by APGI.
  • In the event of the death of the Client, the Owners Appointees, ncluding in the case of joint persons acting as the Owners, or any one such person, the Client fails to make provision for the disposition of the affairs and the Ownership of the Company and/or does not provide APGI, within a reasonable time, with the name of an appropriate substitute.
  • When APGI provides APGI Officers, any of the APGI Officers resigns or in the event that any legal proceedings are commenced against the Company (including any injunction or investigation proceedings).
  • In any of the circumstances described in Clauses above, APGI reserves the right to take action and reserves the right to treat these Terms of Business as automatically terminated without obligation on the part of APGI.
  • APGI may cease to provide Services at its discretion without prior notice.
  • The Client, the Company, and the Owners Appointees cknowledge that APGI and the APGI Officers may have continuing regulatory/fiduciary duties under applicable law. Accordingly, without prejudice to APGI's and the APGI Officers rights, it is agreed that APGI and the APGI Officers shall be entitled (but not obliged) to continue to provide Services so as to discharge such duties and APGI shall be entitled to charge at its applicable rate for the provision thereof.
  • Interpretation; In its web site, and other materials APGI provides information, inter alia, on corporate, trust, financial, immigration and commercial matters. Such information does not purport to be legal or other professional advice and cannot be taken to constitute such advice. In offering and providing the Company and/or the Services, APGI and the APGI Officers do not, nor is it to be interpreted as though they do in any way sanction, advocate or condone directly or indirectly the commission of any unlawful act or omission by any person or company in any jurisdiction or the use of the Company or Services for any illegal or fraudulent purpose.
  • Miscellaneous These Terms of Business supersede all prior Terms of Business and agreements whether oral or written with respect to such subject matter. No exercise or failure to exercise or delay in exercising any right power or remedy vested in any party under or pursuant to these Terms of Business shall constitute a waiver by that party of that or any other right power or remedy. Upon request, the Client agrees to provide APGI with whatever information APGI may reasonably require about the background of the Client and/or the dealings and the business of the Company.
  • Law These Terms of Business shall be governed by and construed in accordance with the laws of The Republic of Costa Rica, however any dispute or difference arising between the Client and APGI from or out of the provision of the Services by APGI 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 sites of the particular office providing those Services or, if APGI shall deem it more convenient or appropriate, in San Jose, Costa Rica. The Arbitrator shall be appointed by agreement between the parties. For the avoidance of doubt the Client and APGI agree that the decision of such arbitration shall be binding on all parties to that arbitration.