CLIENT AGREEMENT
THIS CLIENT AGREEMENT (hereinafter called “Agreement”) is made between , with passport No. (hereinafter called “the Client”) of the one part, and TRUST SERVICES, S.A., a licensed trust company, situate in Panama, Republic of Panama, of the other part.
WHEREAS TRUST SERVICES, S.A. provides corporate, fiduciary, banking and related services (hereinafter called “the Services”) and the Client has engaged TRUST SERVICES, S.A. to provide one or more of the Services.
AND WHEREAS the terms of this Agreement shall apply from the date of representation by TRUST SERVICES, S.A. which date may be prior to the date of this Agreement.
NOW THEREFORE IT IS AGREED AND DECLARED as follows:
1) TRUST SERVICES, S.A. shall upon request provide administrative and accounting services, including related trust, foundation, banking and other services, as well as nominee directors, officers and shareholders when required, and, in particular, TRUST SERVICES, S.A. shall administer any stocks, funds, shares and securities which the Client may from time to time request TRUST SERVICES, S.A. to administer PROVIDED THAT TRUST SERVICES, S.A. 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 TRUST SERVICES, S.A. 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 acknowledges that TRUST SERVICES, S.A. 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) Any directions given by the Client or his nominated agent to TRUST SERVICES, S.A., including directions conveyed by use of either an alias or a code or encryption shall be 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 TRUST SERVICES, S.A. 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 or his nominated agent shall fail to give instructions or if such instructions shall fail to reach TRUST SERVICES, S.A. or if in the opinion of TRUST SERVICES, S.A. there is insufficient time to obtain the Client’s or the nominated agent’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, TRUST SERVICES, S.A. 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) TRUST SERVICES, S.A. 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 indemnifies TRUST SERVICES, S.A. against any liability or loss which may be incurred or suffered by TRUST SERVICES, S.A. as a result of, firstly, any website which the Client creates for any business falling within the ambit of this Agreement, the contents of which, including amendments, must first be reviewed by TRUST SERVICES, S.A. and, secondly, any services whatsoever provided, particularly in respect of opening and maintenance of bank accounts, margin accounts with brokers, and 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 TRUST SERVICES, S.A. 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 TRUST SERVICES, S.A. 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 or wilful misconduct of TRUST SERVICES, S.A.
6) TRUST SERVICES, S.A. shall act in accordance with its standard terms and conditions in force from time to time and can withdraw its services without giving any reasons but one of which is if the Client has failed to respond to the last communication sent by TRUST SERVICES, S.A. within 6 months. TRUST SERVICES, S.A. 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 TRUST SERVICES, S.A. In cases where fees remain unpaid for a period of 6 months from the date of the invoice or invoices, then TRUST SERVICES, S.A. 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. Unless otherwise provided for by the terms of a trust or foundation, notification to the Client shall be deemed to have been given 14 days after TRUST SERVICES, S.A. sends a letter by ordinary mail to the Client or the addressee at the address to which all invoices have been previously sent. If, for purposes of the aforegoing sentence, no postal address is available, TRUST SERVICES, S.A. shall then notify the Client, or the addressee to whom all invoices have been previously sent, either by telefax or e-mail and said notification shall be deemed to have been given on the date when either the telefax or the e-mail was sent. The Client acknowledges that all consequences and costs of whatsoever nature arising from TRUST SERVICES, S.A. closing its file due to non payment of fees or failure to communicate 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 TRUST SERVICES, S.A. 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 to arbitration in accordance with the Regulations of the Centre of Conciliation and Arbitration of the Panamanian Chamber of Commerce PROVIDED ALWAYS that TRUST SERVICES, S.A. shall not be limited to the forum of the Republic of Panama for the enforcement of its rights of indemnification in terms of Clause 6 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 TRUST SERVICES, S.A. 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 TRUST SERVICES, S.A. shall include their respective agents, nominees, whether individuals, corporations, institutions or any other professional service providers.
9) If this Agreement is executed by two or more persons as covenantors then every covenant on their part contained herein shall be read and construed as made by them jointly and severally AND FURTHER TRUST SERVICES, S.A., unless stipulated otherwise in writing, can accept directions given in terms of Clause 2 of this Agreement from either one or more of the persons collectively defined in this Agreement 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 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.
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 TRUST SERVICES, S.A. provides either officers or directors for will be transferred according to the directions of his 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.
IN WITNESS WHEREOF the parties hereto have set their hands this __________day of _______________________________, 20___.
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Client
____________________________ _______________________________
Client Witness Client Witness
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TRUST SERVICES, S.A.
Authorised Signatories and Seal
14th February, 2008