Asticrest Ltd // YourGroup Corporate Services Ltd Terms and Conditions:

These terms and conditions (the “Terms and Conditions”) govern the relationship between the Service Provider (as defined below) and the Client(s) (as defined below) and it is deemed to have been agreed by the Client by its acceptance of any of the Services (as defined below).                These Terms and Conditions shall apply in respect of all Services actually provided by the Service Provider and its’ affiliated group of companies (as defined below) to the Client or Managed Entity of the Client (as defined below) whether or not there shall be in existence any written or other express acceptance thereof by the Client.

  1. Definitions and Interpretation

In these Terms and Conditions, the following words and phrases shall, save where the context requires otherwise, have the following meanings:

  1. “Appointees” means and includes any individual or company who as part of the Services shall act as a director or other officer, secretary, trustee, protector, nominee, partner, manager, signatory, shareholder, authorized representative or Registered Agent of any Managed Entity;
  2. “Authorised Person” means the person who is authorised by the Client for and in his name and on behalf to give instructions and/or directions each and every other Service Provider (as defined below) as if these were given by the Client himself/herself;
  • “Business Day” means a day on which the Service Provider is ordinarily open to carry on business;
  1. “Client” means the beneficial owner and/or his Managed Entity to whom the Service Provider provides the Services, as specified below;
  2. “Employees” means and includes the directors, officers, consultants, partners and staff (as appropriate) of the Service Provider;
  3. “Instructions” means any communication, confirmation, instruction, notice or request given in writing, by email or otherwise, by the Client or any other authorized person of the Client;
  • “Managed Entity” means legal entity or legal person or any entity(ies) owned by the Managed entity in respect of which services are provided;
  • “Services” means all services carried out or performed for or on behalf of or in connection with (whether before or after its establishment) any Managed Entity by the Service Provider or any Appointee or Employee;
  1. “Service Provider” means Asticrest Ltd and its subsidiaries including; E.U. Yourbooks Ltd; D.C. Your Company Services Ltd; Andimos Ltd or associated company and each of its employees, agents, officers and servants from time to time who are engaged in providing the services worldwide
  2. References to these Terms and Conditions shall include the current version or any other version as amended from time to time.
  1. Client Warranties, Undertakings and Covenants

In consideration of the Service Provider’s undertaking to provide the Services, the Client warrants, undertakes and covenants that:

  1. Any and all assets introduced or caused to be introduced to the Managed Entity are from lawful sources, have been lawfully introduced, are not illegal and are not derived from or otherwise connected with any illegal activity and that they are the lawful property of the person or entity introducing the asset and they are not deemed to be unlawful in their country of origin or in the country of destination especially within the meaning of the Laws applicable from time to time to Money Laundering, Drug Trafficking and the Prevention of Terrorism;
  2. the Managed Entity will not be engaged or involved directly or indirectly in any unlawful activity or be used for any unlawful purpose;
  • the Client will keep the Service Provider adequately informed as to all business to be transacted in the name of or for the account of the Managed Entity and the Client will respond in a timely way to any reasonable enquiry from the Service Provider to ensure that the Managed Entity is run in a proper manner and complies with all applicable laws and regulations;
  1. The Managed Entity will not undertake any activities which will require a license, consent or approval in any jurisdiction without first obtaining such license, consent or approval or which will breach any conditions contained in any such license, consent or approval;
  2. Instructions or requests or advice given to the Service Provider will not contain any falsehood and if acted upon will not require or involve any unlawful act and that all information given to the Service Provider will be accurate and not misleading;
  3. The Client shall procure that the Managed Entity complies with all filing requirements in any applicable jurisdiction and that all taxes and governmental dues payable by the Managed Entity are discharged;
  • The Client has never been declared bankrupt or insolvent;
  • The Client shall provide such information as the Service Provider may in its discretion require in order to comply with all applicable laws and regulations (including “know your customer” requirements) and to provide the Services;
  1. the Client shall disclose or procure the disclosure to the Service Provider, on request, of any and all information concerning the Managed Entity or its business;
  2. the Client shall keep the Managed Entity in funds at all times sufficient to honour its liabilities as and when they become due;
  3. The Client shall notify the Service Provider before alienating, assigning, selling, pledging or otherwise disposing of or encumbering any part of the Client’s interest in the Managed Entity;
  • the Client will immediately upon becoming aware thereof, notify the Service Provider of:
    1. any event which could be reasonably foreseen to have a material effect on the Managed Entity or its assets or activities (including, without limitation, any act evidencing the insolvency of the Client or commencing its liquidation, winding up or dissolution) or upon the Service Provider’s willingness to continue to provide the Services;
    2. any actual or threatened litigation in any jurisdiction or any actual or threatened investigation by any judicial or regulatory authority and any progress thereof, and it shall promptly provide such information as the Service Provider may, in its discretion, require in respect thereof;
  • The Client will assume full and complete responsibility for any decision or action taken which may at any time be taken by the Service Provider, the Appointees or Employees, in furtherance or in execution of any Instructions received from the Client. .
  1. The Client’s warranties, undertakings and covenants shall be continuing and shall survive the termination of the Services, the resignation of the Appointees and the dissolution, liquidation, winding up or striking off the register of the Managed Entity for any reason whatsoever.
  1. Indemnity
    1. The Client undertakes at all times to hold the Service Provider, the Employees, the Appointees and their heirs, successors, assigns and personal representatives and each of them harmless and to indemnify them to the greatest extent permitted by law from and against all actions, losses, suits, proceedings, claims, costs, damages, demands, disbursements, expenses and liabilities whatsoever (or actions, investigations or other proceedings in respect thereof) which may arise or accrue or be taken, commenced, made or sought from or against them in connection with the Managed Entity or arising from the provision of the Services or any of them and will reimburse them for all costs and expenses and any interest in any amount paid by the Service Provider to third parties (including legal and other fees).
    2. This indemnity will not extend to any actions, losses, suits, proceedings, costs, claims, damages, demands, disbursements, expenses and liabilities which may arise or accrue or be taken, commenced, made or sought from or against the Service Provider, the Employees, the Appointees or their heirs, successors, assigns and personal representatives in respect of any fraudulent or grossly negligent act or omission of such company or person. This indemnity shall continue in force without limit in time, whether or not any of the Service Provider is continuing to provide the Services, and without prejudice to any other indemnity given in the Service Provider’s favour.
  • On the cessation by either the Service Provider or the Appointees of the whole or any part of their duties, the Client undertakes that the indemnities referred to herein remain valid in the absence of fraud or gross negligence on the part of the party seeking to enforce the indemnity.
  1. The Client will indemnify and keep indemnified the Service Provider and/or its Appointees and/or its Employees against all costs, charges, expenses, loss or damage which they may incur or be liable to pay or sustain by reason of executing any Powers of Attorney upon the Client’s request and by reason of the Attorney carrying out the powers and authorities conferred upon him by virtue of any Power of Attorney.
  2. The Client will indemnify and keep indemnified the Service Provider and/or its Appointees and/or its Employees against all costs, charges, expenses, loss or damage which they may incur or be liable to pay or sustain by reason of appointing signatories to the bank account/s of the Managed Entity upon the Client’s request.
  1. Instructions
    1. The Service Provider’s, Employees and Appointees may rely and act upon Instructions given by the Authorised Person(s) of the Client.
    2. Where Service Provider does not believe that the person giving Instructions is duly authorized or where the Service Provider is given Instructions that it believes are unclear or contradictory, it may refuse to act upon such Instructions until it receives confirmation and the Service Provider, the Appointees or the Employees shall not incur any liability for such a refusal to act.
  • The Service Provider shall provide the Services with reasonable skill and care and shall deal with and act upon Instructions in a reasonably timely manner and undertakes to use reasonable endeavours to do so and shall not incur any liability for any loss arising by reason of the length of time taken to so act upon Instructions.
  1. If (a) any demand is made against the Managed Entity for payment of any sum due including, without limitation, any taxes, duties, fees or other governmental or state impositions and such payment has not yet been made; and/or (b) the Service Provider has not been able to obtain Instructions where, in the Service Provider’s opinion, Instructions are required in order to take action that it considers necessary; and/or (c) the Service Provider has received Instructions from any authorized person which, in the Service Provider’s opinion, are or may be illegal or contrary to the interests of the Client and/or the Managed Entity or which may lead to any of the Service Provider, the Appointees or the Employees incurring personal liability, then the Service Provider may, as it deems necessary, take such action on behalf of the Managed Entity as it thinks fit, always for the best interests of the Managed Entity and the Client.
  2. Where a bank account is in operation and despite Client’s instructions the Service Provider may pay bills, statements or other obligations of the Client by debiting its bank account(s) and this right shall include settlement of invoices, duties, taxes, fees, levies and expenses claimed by the authorities of the jurisdiction of incorporation of the Managed entity.
  1. Client Identity Information and Verification
    1. The Service Provider is and/or may be required by Anti-Money Laundering regulations to obtain information and documentation to identify and verify the identity of the Client and certain persons interested under an arrangement or who may benefit from it or who have directly or indirectly contributed assets to a Managed Entity or who are connected to the Managed Entity, and to identify the source of assets introduced to a Managed Entity and the source of wealth from which such assets derive. If such information and documentation is not made available when required and/or not in a form acceptable to the Service Provider then the Service Provider may, without liability, terminate its services with immediate effect. The time at which such information and documentation is required and the form in which it shall be delivered to the Service Provider shall be determined by the Service Provider subject to the applicable regulations.
  2. Disclosure
    1. The Client acknowledges that, in certain circumstances, the Service Provider, the Appointees or the Employees may be obliged to give evidence and information to courts or authorities in connection with the affairs of the Managed Entity, as compelled to do so by the laws or courts (such as in cases where the Managed Entity is involved in legal proceedings). Disclosure of such information will not be made to third parties unless required by law or regulation.
    2. Without prejudice to clauses herein all information concerning the Client’s business and affairs will be regarded as, and kept, highly confidential by the Service Provider at all times save for the purposes of instructing and dealing with other advisers acting on the Client’s behalf and save where information is already in the public domain or the Client instructs or consents to disclosure of information by the Service Provider to a third party specifically or by implication.

The provisions of this Clause shall remain in full force and effect notwithstanding the Terms and Conditions ceasing to apply.

  1. Exclusion of Liability
    1. None of the Service Provider’s group of companies, the Appointees or the Employees shall be held liable for any failure or delay in the performance of its obligations in connection with the Services arising out of or in connection with circumstances beyond its reasonable control (including, without limitation, acts of God, civil or military disturbances, outbreaks of war, acts of terrorism, natural disaster, sabotage, riots, strikes, industrial actions, loss or malfunction of utilities, computer or communication services, errors, omissions, distortions, interruptions, delays in transmissions or deliver of post or communications in any medium or format, act of government or any other authority, accidents, labour disputes or any power, telecommunications or computer failure).
    2. The Service Provider shall be under no duty or obligation whatsoever to the Client or the Managed Entity or any other person in circumstances where the fulfilment of that duty or obligation may (as determined by the Service Provider in its own absolute discretion) involve the Service Provider in the commission of a criminal offence or make the Service Provider liable as constructive trustee to any third party as a result thereof.
  • The Service Provider does not accept any responsibility for any deeds or documents held in safe custody that are damaged or lost as a result of theft, fire or water damage, in the absence of gross negligence.
  1. The Service Provider does not accept any responsibility for the acts or omissions of any holder of any general or special power of attorney with respect to the Managed Entity. The provisions of this clause are without prejudice to any other limitation of liability or indemnity given in favour of the Service Provider, the Appointees or the Employees and shall remain in full force and effect notwithstanding termination of the Services.
  1. Termination
    1. The Services may be terminated with immediate effect by notice in writing by the Service Provider or the Client, in the event that: any other party commits any material breach of its obligations under this Terms and Conditions or under any other agreement between the parties; or any other party goes into liquidation (except for the purpose of a bona fide solvent amalgamation or re-organization), is declared bankrupt, a bankruptcy petition is presented against it, or a receiver or registered agent is appointed in respect of it.
    2. The Service Provider, its Employees and Appointees shall be entitled to resign from all posts they hold in the Managed Entity or by written notice to the Client terminate the Services with immediate effect in the event that any legal proceedings are commenced against the Client (including, for the avoidance of doubt, any injunctions or investigations) and, according to the circumstances of each particular case, the Client fails to respond within a reasonable time to the notice of the Service Provider.
  • The Service Provider, its Employees and Appointees shall be entitled to resign from all posts they hold in the Managed Entity or by written notice to the Client terminate the Services with immediate effect in the event that Client fails to pay and/or settle in settling in full any unpaid invoices issued by the Service Provider despite the Service Providers’ reminders to this effect. Client acknowledges and agrees that upon such termination, the Service Provider, its’ Employees and Appointees shall appoint the Client directly at all relevant posts and the Client accepts that such appointment will be valid without any further written acceptance or consent from his/her/its’ part.
  1. Termination shall be without prejudice to any rights or liabilities of any party either arising prior to termination or arising in respect of any act or omission occurring after termination.
  1. Severability
    1. If at any time one or more of the provisions of the Terms and Conditions becomes invalid, illegal or unenforceable in any respect, that provision shall be severed from the remainder and the validity, legality and enforceability of the remaining provisions of the Terms and Conditions shall not be affected or impaired in any way.
  2. Client Correspondence
    1. The Service Provider is authorized to open and read all correspondence received on behalf of the Managed Entity. The Client shall be duly informed of any mail received by the Service Provider which shall be forwarded by the method chosen and indicated by the Client.
  3. Applicable Law and Place of Jurisdiction
    1. The Client and the Service Provider submit to the non-exclusive jurisdiction of the courts of the jurisdiction in which the Service Provider is incorporated or established, as the case may be, unless the Service Provider elects, at its discretion, to take proceedings within the Client’s jurisdiction of domicile or residence or before any other competent court and the Client waives any right it may have to object to proceedings being commenced in any such jurisdiction or before any such competent court.

I/We have read and accept the above terms and conditions and agree to be bound by them.

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