2. ANNUAL DOMICILIARY/STATUTORY SERVICES

Following incorporation of the Client Company (and subject to payment of the Incorporation Fee referred to in paragraph 4.1 below)

2.1

TCFS or its Third Party Supplier will provide a registered office for the Client Company.

2.2

If required TCFS will arrange that persons introduced by TCFS will be appointed as directors/managers and company secretary and shareholders of record, of the Companies. If not required TCFS can provide nominee directors and company secretaries.

2.3

TCFS will arrange for the holding and maintenance of the Companies' statutory records. TCFS or its Third Party Supplier will prepare such returns as are required to be filed with the relevant authorities.

3. BUSINESS ADMINISTRATION SERVICES

TCFS or its Third Party Suppliers shall provide such services with due speed and efficiency, in accordance with instructions, confirmed in writing, as required from time to time including:

3.1

Redirection of correspondence received at the registered office/correspondence address;

3.2

Obtaining company documents from the Company Registrar

3.3

Preparation and sending out of invoices and other business correspondence on behalf of the Client
Companies;

3.4

Preparation of such formal documents as are required to be signed by the Client Companies' directors/officers/managers from time to time and assisting the officers of the Companies to finalise them as required.

4. FEES/PAYMENT TERMS

TCFS’s fees for services and terms of payment are as follows:

4.1 Incorporation Fee

TCFS’s fee for the incorporation of a Company includes the cost of preparation of all relevant documents. Should special legalisations be required these will be charged additionally.

4.2 Annual Domiciliary/Statutory Services Fee

This is payable in respect of the Annual Domiciliary/Statutory Services set out in paragraph 2 only. The Annual Domiciliary/Statutory Services Fee will be reviewed annually and notified prior to commencement of the year for which it applies. TCFS will render an invoice for payment in respect of any governmental authority filing fees that become due in respect of the Client Company to the relevant authorities.

The Annual Domiciliary/Statutory Services Fee is payable in full and in advance of the year for which it applies. The Annual Domiciliary/Statutory Services Fee is applicable for the full year in which TCFS are engaged to provide services, even if they receive notification during the year that the services are no longer required no part of that year’s fee shall be reimbursed or otherwise reduced or returned. In the event that the fee has not been paid it shall remain payable forthwith in full.

Any special additional filing fees or disbursements applicable in respect of the Client Companies, which we pay in certain jurisdictions, will be charged by TCFS in addition to the fees referred to above.

4.3 Other Fees

All other work carried out pursuant to and in accordance with the terms of this letter will be charged separately and additionally on a time plus costs (disbursements) basis (reflecting the degree of responsibility and skill required and the time occupied on the work), or such other basis as TCFS may from time to time indicate to you in writing, and will be invoiced bi-annually or at other intervals from time to time deemed appropriate.

4.4

TCFS shall charge on a time basis for the work involved in relinquishing and handing over our administration services in respect of the Companies to any successor service provider.

4.5

TCFS reserve the right to charge for work in arranging to strike off or liquidate the Companies.

4.6

Payment of all fees is due within thirty days of the date of invoice. In the event that payment of all or any part of the total outstanding amount due to TCFS (the “Overdue Balance”) has not been received by the due date, TCFS reserve the right to:

4.6.1

charge interest on the Overdue Balance at the rate of 8% from the date of invoice until receipt of payment;

5. RIGHTS RESERVED

While TCFS are engaged to provide services in respect of the Companies, TCFS reserve the right upon reasonable notice being given to The Client, to inspect and examine the procedures and systems operated by you in the prevention of money laundering.

6. INTRODUCER’S WARRANTIES AND UNDERTAKING

6.1

By becoming a client of TCFS, the Client hereby confirms and warrants as follows:-

6.1.1

the ultimate beneficial owners of the Client Companies are known to you and all transactions conducted by such Client Companies will be commercially bona fide, have substance, and not be used for any unlawful purpose in any jurisdiction.

6.1.2

the responses by The Client to TCFS’s client engagement questionnaire relating to The Client and to the Client Companies are true and accurate and do not contain any false or misleading information or omit any information which omission does or might give rise to a misleading impression;

6.1.3

all requests given to TCFS by The Client for the performance of TCFS’s services shall be given pursuant to and in accordance with the Client Company's express wishes;

6.1.4

By becoming a client The Client hereby agrees and undertakes that they will at all times during our provision of services in respect of the Client Companies keep the registered directors/officers and TCFS fully informed of all and any facts or circumstances of which you are aware which may affect the operations of the Client Companies or have a bearing on TCFS’s provision of services in respect of the Client Companies in any way whatsoever and in particular The Client will notify TCFS immediately in writing if any or any part of the warranties in paragraph 6.1 cease to be wholly true and accurate.

6.2

By agreeing to become a client you hereby irrevocably undertake to indemnify and at all times hereafter hold TCFS harmless in respect of any loss or damage of any nature whatsoever which they may suffer as a result of breach of any or any part of any of the warranties and undertakings in paragraph 6.1.

7. LIMITATIONS ON LIABILITY

7.1

TCFS shall not have any liability to The Client or the Client Company for any loss, damage, costs or expenses which they suffer or incur arising from our provision of services unless such loss arises from TCFS’s gross negligence.

7.2

TCFS shall not be liable to the Client or the Client Company for any loss of profits, business or anticipated saving or for any indirect or consequential loss whatsoever even if they shall have been advised of the possibility of such loss.

7.3

TCFS’s liability, if any, to the Client or the Client Company arising from or in connection with our provision of services shall be in any event limited to the aggregate amount of fees paid to TCFS which are referable to the matter to which the claim relates.

7.4

TCFS shall not be liable to the Client or the Client Company for any loss suffered by any of them as a result of any breach of the warranties and undertakings in paragraph 6.

7.5

TCFS does not provide any opinions or advice as to the validity or effectiveness for any tax, legal or other advice given to The Client of the Client Company. Moreover TCFS does not provide any tax, legal or other advice.

7.6

The nominee officers and nominee shareholders (if required) introduced by TCFS reserve the right to require a separate formal indemnity as a condition of acceptance or continuation of appointment.

8. TERMINATION

8.1

TCFS reserve the right to terminate the provision of their services (and the registered directors/officers they introduce similarly reserve the right to resign from all and any positions in respect of the Companies) without penalty and without notice on the occurrence of any of the following events:

8.1.1

any fee or any part of any fee payable in respect of the provision of the services remains unpaid contrary to the provisions of paragraph 4 above;

8.1.2

any response or any part of any response to their client engagement Questionnaire or any notification in respect of changes in relation thereto or the result of any inspection carried out pursuant to paragraph 5 is, in our sole and absolute discretion, unsatisfactory or The Client fails to perform their obligations under paragraph 6 to our satisfaction.

9. GENERAL

9.1

All requests given in connection with TCFS services must be provided in writing and subject to the terms set out herein.

9.2

These terms and conditions shall be governed by the laws of the United Kingdom and will be subject to the exclusive jurisdiction of the courts of the United Kingdom.