Formation & Administration Services of Corporations
Terms & Conditions of Business

DEFINITIONS:

In these terms and Conditions of Business:
"Client" means the person who has requested Waimea Bay Limited 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 for which the Client has asked Waimea Bay Limited to provide services.

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

"Services" means any company formation, management, documentary, trust or trustee services, administration service, or any other provision of a service provided to the Client or his Company 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.

FEES AND SERVICES:

The Client agrees to pay the fees charged by Waimea Bay Limited which fees include annually recurring amounts but, although effort is made to maintain the same fee level for as long as possible, Waimea Bay Limited reserves the right to increase the level of fees payable. Any such increase will be notified to the Client in advance.

The fees are set out on the basis of immediate settlement by the Client. When Waimea Bay Limited invoices for annual services, 20 % may, at the discretion of Waimea Bay Limited be added to the fees invoiced but the additional amounts is fully allowable as a discount if the invoice is paid within 30 days.

In the event that the Client fails to settle invoices properly rendered to him by Waimea Bay Limited within the period for payment notified on that invoice then the Client authorises Waimea Bay Limited to deduct the fees from any account, monies or property under the control of Waimea Bay Limited and belonging to the Client or the Company.

If the Client no longer requires the Services provided by Waimea Bay Limited then within 30 days of receipt of the invoice for the forthcoming year's Services the Client shall advise Waimea Bay Limited accordingly. If the Client does not so inform Waimea Bay Limited 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.

Domiciliary and management services are provided on a yearly basis and Waimea Bay Limited will not, without prior agreement, provide such services for shorter periods or for part only of the yearly billing period.

A termination fee shall be payable by the Client to Waimea Bay Limited 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 Waimea Bay Limited quote fees in US Dollars or £600 in respect of each company or trust established in a country for which Waimea Bay Limited 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.

Waimea Bay Limited reserves the right to decline instructions from a prospective Client without giving any reasons.

DIRECTORS:

Where Waimea Bay Limited is providing Directors and/or Company Secretary ("Officers") to or for the Company then:-

i) 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.

ii) Waimea Bay Limited will procure the resignation of the Officers they provide upon written request from the Client.

iii) 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.

REGISTERED OFFICE:

Where Waimea Bay Limited is providing registered office facilities to or for the Company then:

i) No reference shall be made to that registered offices address in any advertisement or public announcement without the specific consent of Waimea Bay Limited thereto.

ii) The facility is available on the basis of license revocable at will by Waimea Bay Limited and the Client will upon request from Waimea Bay Limited immediately transfer the registered office address to another address selected by the Client.

iii) From time to time, it may be necessary for Waimea Bay Limited 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. Waimea Bay Limited 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 thereof.

OTHER PROVISIONS:

So that Waimea Bay Limited may at all times be able to contact the Client should the need arise, the Client hereby agrees to inform Waimea Bay Limited 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 Waimea Bay Limited by the Client in writing. Waimea Bay Limited may, at its discretion, agree to action any request or instruction given otherwise than in writing only on the express understanding that Waimea Bay Limited 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 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 Waimea Bay Limited 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 Waimea Bay Limited to provide proof of postage.

Waimea Bay Limited 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 Waimea Bay Limited 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.

In its web site, and other materials Waimea Bay Limited provides information, inter alia, on corporate, trust, and commercial matters. Such information does not purport to be legal or other professional advice and cannot be taken to constitute such advice.

Upon request, the Client agrees to provide Waimea Bay Limited with whatever information Waimea Bay Limited may reasonably require about the background of the Client and/or the dealings and the business of the Company.

Any dispute or difference arising between the Client and Waimea Bay Limited from or out of the provision of the Services by Waimea Bay Limited 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 situs of the particular office providing those Services or, if Waimea Bay Limited shall deem it more convenient or appropriate, in Gibraltar. The Arbitrator shall be appointed by agreement between the parties. For the avoidance of doubt the Client and Waimea Bay Limited agree that the decision of such arbitration shall be binding on all parties to that arbitration.

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