CLIENT AGREEMENT
THIS
CLIENT AGREEMENT (hereinafter
“Agreement”) is made between _________________________ with ________________
passport No. ____________________________, (hereinafter “the Client”) of the one part, and
TRUST SERVICES, S.A., (hereinafter “the
Firm”), a licensed trust company, situate in Panama, Republic of Panama, of
the other part.
WHEREAS
the Firm provides corporate, fiduciary and related services (hereinafter
“Services”) and the Client has engaged the Firm to provide one or
more of the Services.
AND WHEREAS
the terms of this Agreement shall apply from the date of representation by the
Firm which date may be prior to the date of this Agreement.
NOW THEREFORE IT IS AGREED AND
DECLARED as follows:
1)
The
Firm in providing the
Services shall not be responsible unless otherwise provided for by the terms of
a trust or foundation for any business or investment decisions made which shall
be the sole responsibility of the Client AND IT IS FURTHER recorded herein that the
Firm does not offer business, investment or banking advice or
recommendations of any description whatsoever to its clients and the choice,
therefore, of business undertaken and investments made as well as the banks,
investment professionals or any other professional
service providers to be utilised shall be the sole decision and responsibility
of the Client, unless otherwise provided for by the terms of a trust or
foundation. The Client further
acknowledges that the Firm shall not
be liable for any loss or damage which arises in respect of any items placed in
its safekeeping at the Client’s request.
2)
The
Firm shall not incur any
liability for any failure on its part to comply wholly or partially with any
directions given by the Client
conveyed by use of either an alias or a code or encryption given either in
writing, including telefax and e-mail (in the case of the latter the message
shall be construed as if it was a letter, duly signed) or verbally, including by
telephone, and the Firm shall not be
responsible for the consequences of acting on such written or verbal
instructions, purporting to convey such directions nor for any delay in the mail
or non-delivery or mistake in transmission of such written or verbal
instructions. If at any time the Client shall fail to give instructions or if
such instructions shall fail to reach the
Firm or if in the opinion of the Firm
there is insufficient time to obtain the Client’s instructions, then the
consequences of any failure to act shall be the sole responsibility of the
Client.
3)
Subject
to the provisions of Clause 1 of this Agreement, the Firm
shall not be under any obligation to take action in respect of any call, right
or option relating to shares or securities belonging to the Client unless and
subject to the provisions of Clause 2 of this Agreement, the Client shall have
previously paid or provided such money as is required.
4)
The
Firm may act by its proper
officers who may employ and pay at the expense of the Client an Attorney,
Broker, Banker or any other agent to transact all or any business required to be
done including the receipt and payment of money.
5)
The Client on his own
behalf and on behalf of his heirs, legatees, intestate successors, executors,
administrators and assigns which expression if appropriate shall include
foundation and trust beneficiaries hereby undertakes not to make any claim or
demand against the Firm in respect of any loss, damage or liability suffered or
incurred by the Client now or in the future and, further, indemnifies the Firm against any liability or loss which may be incurred or
suffered by the Firm as a result of the
undertakings given by the Client in terms of Clause Ten hereof and any Services
whatsoever provided, particularly in respect of opening and maintenance of bank
accounts, margin accounts with brokers as well as any and all business
negotiated and entered into which includes any agreements, contracts, powers of
attorney (general or special), guarantees and obligations of whatsoever nature,
including those given to banks and other financial institutions, wherever
situate, entered into by the Firm or
its nominees at the request of the Client, including but not restricted to
nominees signing in the capacity of director, officer, agent, nominee
shareholder or administrator and the Client further agrees to waive
confidentiality if required and to pay all legal and related expenses, wherever
incurred, which the Firm incurs as a result of entering into this Agreement unless
any liability or loss which may be incurred is as a result of the gross
negligence, as opposed to a mistake or oversight, or wilful misconduct of the
Firm.
6)
The
Firm shall act in accordance
with its standard terms and conditions in force from time to time and can
withdraw its Services by notifying the Client without giving any reasons but one
of which is if the Client has failed to respond to the last communication sent
by the Firm within a reasonable
period of time. The Firm shall receive remuneration for its services in accordance
with its published scale of fees in force from time to time and it may recover
all fees, professional charges owed to third parties and any disbursements due,
including those of its agents, from the assets of the Client under its control
and any fees, professional charges and disbursements paid shall not be
refundable either in whole or in part. The
Client acknowledges that the aforesaid scale of fees has been read and
understood and that any changes thereto appear on the website of the
Firm. In cases where fees remain
unpaid for a period of 3 months from the date of the invoice or invoices, then the
Firm retains the right to cancel its representation, including trustee,
foundation council, officer and director appointments, and to record the file of
the Client as closed. The Client
acknowledges that all consequences and costs of whatsoever nature arising from the Firm closing its file due to non payment of fees or otherwise
shall be the sole responsibility of the Client who on his own behalf and on
behalf of his heirs, legatees, intestate successors, executors, administrators
and assigns which expression if appropriate shall include foundation and trust
beneficiaries hereby affirms that the
Firm shall bear neither responsibility nor liability of whatsoever nature if
such an event occurs.
7)
It is hereby agreed that
the provisions of this Agreement shall be construed and take effect in
accordance with the laws of the Republic of Panama and that any disputes arising
shall be subject only to arbitration in accordance with the Regulations of the
Centre of Conciliation and Arbitration of the Panamanian Chamber of Commerce
PROVIDED ALWAYS that the Firm shall
not be limited to the forum of the Republic of Panama for the enforcement of its
rights of indemnification in terms of Clause 5 of this Agreement and it may
institute court proceedings in any forum, including the Republic of Panama,
where the Client may from time to time reside or have assets situate and the
Client hereby agrees to submit to any such forum as aforesaid in which the
Firm may seek to enforce or have recourse in terms hereof.
8)
In this Agreement wherever
the context so permits, the use of any number and the use of any gender shall
import also any other number or gender and all references to the Client or the Firm shall include their respective agents, nominees, whether
individuals, corporations, institutions or any other professional service
providers.
9)
If the Client comprises
more than one person and an identical Agreement is executed separately
by one or more persons as covenantors then every covenant on their part shall be
read and construed as made by them jointly and severally AND FURTHER the
Firm, unless stipulated otherwise in writing, can accept directions given in
terms of Clause 2 of this and any separate but identical Agreement from either
one or more of the persons collectively defined as the Client or their nominated
agent and such directions shall be construed as having been given by all the
said persons.
10)
The Client hereby affirms
firstly, that it is his sole responsibility to seek all necessary tax and/or
legal advice and no liability whatsoever shall be placed on the
Firm for any failure to do so and, secondly, for the purposes of the laws of
the Republic of Panama that the assets to which the terms of this Agreement
relate are not connected in any way with illicit transactions and in particular
to drug trafficking, arms trading, corruption or money laundering.
The indemnification given to the
Firm in Clause Five hereof shall apply to the affirmations given herein.
11)
The Client understands
that upon his demise and in the absence of an alternative lawful testamentary
disposition, all shares, whether bearer or otherwise, of companies that the Firm provides either officers or directors for will be
transferred according to the directions of the Client’s court-appointed
executor.
The
Client hereby affirms, by appending his signature hereto, that he has read and
understood each and every clause in this Agreement and (unless otherwise
provided for in terms of a trust or foundation) any notice required to be given
by the Firm to the Client in terms of
this Agreement can be given via e-mail, telefax or ordinary mail which shall be
regarded as received on either the date of transmission or ten days after
mailing. The minimum period of
notice shall be 30 days.
IN
WITNESS WHEREOF the parties
hereto have set their hands this __________day of
_______________________________, 20___.
_____________________________
Client
____________________________
___________________________
Client
Witness
Client Witness
______________________________________
TRUST
SERVICES,
Authorised
Signatories and Seal
.