Terms & Conditions of Business
DEFINITIONS AND INTERPRETATION
In these Terms and Conditions:
- “Agreement” means the contract between Sadekya and the Client of which these Terms and Conditions shall form an integral part.
- “Client” means the applicant whose description and address are set out in this form.
- “Company” means any one or more companies, private-foundations or other type of legal entities in respect of which Sadekya provides Services at the Client’s request.
- “Services” means any company formation management or administration services whatsoever provided in respect of a Company.
- “ “Sadekya” means Sadekya Fiduciary Partners B.V. company identified on the front of this form and any member of or any associated company within The Sadekya Group whether as a subsidiary holding company joint venture company or franchisee of The Sadekya Group or any of its subsidiaries or in any other capacity whatsoever and shall where the context admits include any employee servant agent director or representative of same which provides Services pursuant to this Agreement. 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 Sadekya for the provision of Services. This includes fees for annually recurring Services billed at the rates applied by Sadekya from time to time. Although effort is made to maintain the same fee level for as long as possible, Sadekya reserves the right to increase the level of annual fees payable but shall give the Client not less than 30 days’ notice of any increase prior to commencing provision of relevant Services. Additional work undertaken on behalf of the Client shall be paid for on a time-spent basis at the hourly rate then applicable.
- Fees shall be payable immediately upon issue of invoices to the Client. If invoices are not settled within 30 days of the invoice date Sadekya shall be entitled to charge interest on all outstanding fees at the rate of 4% over the best lending rate offered from time to time by HSBC for the currency in which the invoice is denominated.
- In the event of the Client failing to settle any invoice by the due date the Client and/or the Company authorizes Sadekya to deduct fees from any account, monies or property under the control of Sadekya in which the Client or the Company has a legal or beneficial interest and whilst any such fees remain outstanding Sadekya shall have a lien on any papers books or records and/or all assets of the Company or the Client which are in the possession or under the control of Sadekya.
- The Client acknowledges that late or non-payment of fees may result in a Company being struck-off the register of companies in the jurisdiction of incorporation. The Client further acknowledges that unless and until the Company is struck-off or otherwise liquidated the Client shall remain liable to pay for the provision of continuing Services and all government fees and other disbursements payable to third parties.
- If the Client no longer requires Sadekya to provide Services to a Company, not later than 30 days after the date of an invoice for annual Services the Client shall give written notice to Sadekya accordingly failing which the Client shall be deemed to have accepted liability to pay for such Services and shall be liable for the payment of the said invoice in full.
- Services are provided on an annual basis and Sadekya shall not, without prior written agreement, be required to provide such Services for shorter periods or for part only of the relevant annual period.
- Without prior agreement, Sadekya will not pay interest on any monies held by or on behalf of a Client.
- A termination fee shall be payable by the Client to Sadekya upon the Services no longer being required whether as a result of the winding up or disposal of the Company, the transfer of management or otherwise. The fee shall be US$750, or the local currency equivalent, in respect of Companies for which annual invoices are denominated in US Dollars or other currencies. Sadekya shall be entitled to charge additional fees for documentary work, time spent in effecting such termination and disbursements payable to third parties.
- Sadekya reserves the right to refuse to accept instructions from a Client or to discontinue the provision of Services without giving any reasons therefor.
- Where Sadekya provides directors and/or company secretary (“Officers”) to or for a Company:
The Officers shall at all times be willing to consider and entertain requests and suggestions from the Client in respect of the management of the Company but they shall not be willing or required to act in any manner which is or appears to them to be dishonest, illegal, improper or incorrect.
Sadekya shall procure the resignation and replacement of the Officers upon receipt of a written request from the beneficial owners of a majority of the voting shares of the Company except that in the case of a private foundation the request may be properly given by the holder of the founder’s rights and authorities.
The Client shall at all 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.
The Client acknowledges and understands that Officers may incur personal liabilities if certain statutory obligations relating to the Company are not complied with and that compliance with such statutory obligations is dependent on the Client promptly paying fees and responding to requests for information. If the Client fails to pay fees when due or respond promptly to requests for information the Officers shall be entitled to resign their services and the Client hereby irrevocably and unconditionally appoints Sadekya his attorney and agent for the purpose of appointing the Client as Officer in their place.
- Where Sadekya provides registered office facilities to or for the Company:
No reference shall be made to that registered offices address in any advertisement orpublic announcement without the specific consent of Sadekya thereto.
The facility is available on the basis of a license revocable at will by Sadekya and the Client shall upon request from Sadekya immediately transfer the registered office address to another address selected by the Client.
The Client hereby irrevocably and unconditionally appoints Sadekya his attorney and agent for the purpose of transferring the registered office address to an address of Sadekya’s choice if the Client shall fail to do so within 10 days of Sadekya issuing a request under the preceding clause.
- From time to time, it may be necessary for Sadekya to move its offices to another location and such a move may make it necessary for the registered office address of the Company to be changed. Sadekya liable or held responsible for any costs incurred by the Client or the Company as a result thereof.
To enable Sadekya at all times to contact the Client, the Client shall provide full details of and promptly inform Sadekya of any changes to his usual residential address, telephone number, fax number and any e-mail address in addition to any business or other contact address provided by the Client.
For the purposes of the US Foreign Account Tax Compliance Act or its foreign equivalent, such as the OECD Common Reporting Standard, (CRS or FATCA) in case Sadekya should be classified as Sponsoring Entity, The Client hereby authorize Sadekya, to act on behalf of the Company to comply with and handle the Company’s due diligence and reporting obligation under FATCA and CRS.
All instructions or requests for action shall be transmitted to Sadekya by the Client in writing. Sadekya may, at its discretion, agree to act on any request or instruction given otherwise than in writing but in such event Sadekya 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, including annual invoices, shall be deemed to have been properly communicated to the Client if sent to the address notified to Sadekya by the Client in accordance with this Agreement 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 Sadekya to provide proof of postage. Communications may be sent by post, facsimile, email or by such other method as the Client shall authorize.
Sadekya shall not be liable for any failure to comply wholly or in part with any instruction and shall not be responsible for non-receipt of instructions. The Client shall have no claim whatsoever against Sadekya in respect of anything done or omitted to be done or in respect of any exercise of any discretion unless same shall involve dishonesty.
The Client authorizes Sadekya to provide any information or data relating to the Client and any of the Services provided to the Client to associated companies within The Sadekya Group and their regulatory authorities.
Sadekya shall be entitled to retain commissions or retrocessions received from any third party or intermediary with whom Sadekya arranges deals on behalf of the Client or Company or to whom Sadekya introduces the Client or Company. The Client accepts that any commission or retrocession received by Sadekya shall not be used to settle any outstanding sums or set-off any future sums due from the Client to Sadekya.
The Client shall at all times hereafter indemnify and keep indemnified Sadekya against all actions, suits, proceedings, claims, demands, costs, charges, expenses and consequences whatsoever which may be taken or instituted against Sadekya or which may be incurred or become payable by Sadekya by reason of or on account of (i) Sadekya having acted or declined to act on any instructions or otherwise pursuant to this Agreement, (ii) Sadekya providing any Officer, registered office or other Service in respect of the Company or (iii) Sadekya providing a representative or nominee shareholder of the Company pursuant to this Agreement.
In its brochure and other materials Sadekya provides information, inter alia, on corporate, trust, financial and commercial matters. Such information does not purport to be legal or other professional advice and shall not be taken to constitute such advice or used or relied upon by the Client as such. The Client shall take his own independent advice on any matter relating to the Company and any Services provided by Sadekya that may affect or concern the Client and his personal affairs and shall not rely upon any representations (whether oral, written, expressed, implied or otherwise) made by Sadekya, its employees, agents or representatives.
To satisfy Sadekya’s due diligence requirements, upon request the Client shall provide Sadekya with whatever information Sadekya may reasonably require about the background of the Client source of funds and/or the dealings and the business of the Company. The Client shall notify Sadekya of any changes to such information.
Where Sadekya receives mail on behalf of a Client or a Company Sadekya retains the right to open that mail in accordance with the requirements of local legislation or regulation or as good practice dictates.
Sadekya shall be entitled to amend these Terms and Conditions from time to time.
The Client acknowledges that this Agreement contains the whole Agreement between Sadekya and the Client. Any oral representations are specifically excluded unless the same are agreed in writing between Sadekya and the Client.
This Agreement shall be governed by the laws of, and be deemed to have been made in, the place of incorporation of Sadekya. Any proceedings arising out of or in connection with this Agreement may be brought in any court of competent jurisdiction and Sadekya shall retain the right to commence proceedings in any other jurisdiction it may consider appropriate.