CALMANX
Calmanx (Cyprus) Limited
 International Company Management
Operating in Cyprus

1. DEFINITIONS

“CALMANX”- Calmanx (Cyprus) Limited, its subsidiaries, nominees and associated companies, its Officers, Directors and Employees.

“The Client”- the person(s), requesting that CALMANX provide services.

“The Authorised Person”- the person(s) (other than the Client) who is/are authorised to give instructions to CALMANX.

“The Company”- the company or other matter in respect of which CALMANX is providing or procuring services.

2. THE CLIENT

(i) the obligations of the Client are joint and several and shall bind his legal representative and successors. The Client may not transfer or otherwise assign his obligations under his Agreement without written consent of CALMANX.

(ii) the Client warrants that he does not intend to and will not involve the company in any illegal or immoral transactions, such as (but not limited to) laundering money, fraud, dealing in narcotics or embezzlement. In the event that CALMANX learns that the Company is being involved in any such transactions, CALMANX may immediately withdraw its services and will do so unless there is good cause to do otherwise.

3. INSTRUCTIONS

Where appropriate, CALMANX is expressly authorised to act on instructions communicated by or on behalf of the Client or the Authorised Person as the case may be by e-mail, telephone, facsimile or in any other manner whatsoever (whether authenticated or not) although CALMANX will normally require instructions to be in writing.

CALMANX, may, if in its absolute discretion it is considered necessary and without reference to the Client or the Authorised Person, do or refrain from doing any act to protect its own interests. This shall include, but not be limited to, taking action to wind-up the Company or have it struck off. In the absence of bad faith or criminal intent, CALMANX shall not be liable to the Client or to the Authorised Person in respect of anything done or omitted to be done by CALMANX.

4. UNDERTAKINGS

The Client will ensure that all acts it requires CALMANX to perform will comply with all laws binding upon the Company, CALMANX, the Client or the Authorised Person as the case may be. All statements and documents, which the Client or the Authorised Person requests CALMANX to execute, will be true and accurate.

The Client shall be responsible for filing any returns and documents required by any authority outside the jurisdiction within which the Company is incorporated or the jurisdiction of the proper law of the Company as the case may be.

The Client undertakes that all taxes required to be paid by the Company, in any jurisdiction wheresoever, will be duly paid. In the event of the Company becoming insolvent, the Client undertakes to be fully responsible for all debts of the Company and all taxes and duties that may be payable by the Company in any jurisdiction wheresoever, if such insolvency has resulted from any infraction of the laws of any jurisdiction to which the Company, its members and officials are subject.

In the event of any dispute between the client and CALMANX the client shall submit to the non-exclusive jurisdiction of the courts of the Isle of Man save in the case of clients from North America who by entering into this agreement are hereby subject to the exclusive jurisdiction of the courts of the Isle of Man.

5. INDEMNITY – WHERE REQUESTED

CALMANX will endeavour to provide information on the local tax and company law requirements to which the Company will be subject. CALMANX shall not be held responsible for taxes, claims, losses and liabilities to which the Client might be liable or which may be charged or assessed as a result of the operations of the Company.

The Client will indemnify and keep indemnified, CALMANX against all costs, expenses, claims, demands, and liabilities to which CALMANX or its nominees may become liable and against all actions, suits, claims or demands of any nature whatsoever which may be taken against CALMANX or which may be incurred or which may arise directly by reason of anything done or omitted to be done in relation to the provision of services or by reason of anything done by the Client.

6. PAYMENT OF CHARGES

CALMANX annual retainer fees are due and payable annually in advance.
Other invoices will be rendered for services not covered by the annual fees. All disbursements are for the account of the Client. Fees paid are not refundable. The termination of any services shall not be retroactive and all fees shall be payable up to and including the date of such termination without proration.

CALMANX reserves the right to vary its fees from year to year and any change in fees shall take effect 7 days after CALMANX HAS FIXED SUCH NEW RATE. Any notice of change may be posted on the CALMANX website and any client who is in doubt as to fee rates is invited to contact CALMANX directly. CALMANX will send the client notification of any material increase in the basis upon which fees are charged prior to the change. Individual hourly rates for members of staff are available on request. In the event that CALMANX invoices remain outstanding for more than thirty (30) days, CALMANX may withdraw all of its services without being obliged to give prior notice. Interest on outstanding invoices or fee notes will be charged at a maximum of 2% per month. The Client acknowledges and agrees that CALMANX may use the Company’s funds to settle any fees and charges due in respect of that Company, or from the funds of any other Company for which the Client has requested CALMANX to provide services.

7. CLIENT MONEY AND FEES

The Client shall not have any entitlement to receive interest or marginal currency exchange proceeds on moneys held in CALMANX's client account unless (i) otherwise agreed in writing between CALMANX and the Client and (ii) the amount of interest or exchange proceeds earned on the funds lodged by the Client exceeds £500 per annum or over the duration of such deposit. Subject to the above, unless agreed otherwise the basis of calculation for interest shall be such rate (or rates) as is actually earned from the bank on the relevant funds. CALMANX shall have the right to remove funds from client account for the payment of any fee note raised by CALMANX in respect of the Company or any other Company for which CALMANX provides services which is under common beneficial ownership with the Company.

In the event that CALMANX receives payment of its fees in any currency other than pounds sterling or makes payment of any fees in a currency other than that received from the Client, the Client hereby authorises CALMANX to conduct a foreign exchange transaction or transactions at the prevailing rates offered to CALMANX and the Client shall make good any shortfall in funds to CALMANX.

8. TERMINATION

CALMANX may at any time cease to perform any services. The Client shall ensure that all acts are done to give effect to such revocation and termination and CALMANX may require the Client or the Authorised Person to execute all documents (in blank if required) to give effect to these provisions and CALMANX are expressly authorised to execute and use such documents upon termination. In the event where CALMANX elect to terminate the business relationship with a client in respect of a company, one month’s notice shall be given to the client to enable the client to find replacement administrators. The client acknowledges that in the event that satisfactory replacement administrators are not found then the company may not survive beyond the notice period.

The Client may, where appropriate and with one month’s notice in writing, terminate this agreement. No refund of annual fees will be made provided that CALMANX undertakes to do all that is necessary to give effect to such termination and any work resulting shall be charged for separately. If the termination is on the grounds of a fee increase the increased fees shall not be applied for the duration of the notice period.

9. LIABILITY

The Client acknowledges and agrees that the professional liability of CALMANX in aggregate in respect of the Company shall not in any event exceed three times the fees charged in respect of the Company for the twelve months ending on the date on which the event (or if more than one the last such event) giving rise to liability occurred. Should the Client require CALMANX to assume a potentially greater liability (in sum or breadth) than is hereinbefore provided the Client should notify CALMANX in writing and CALMANX will endeavour to agree to such additional liability subject to a suitably revised fee basis which inter alia may reflect the cost of obtaining additional insurance coverage.

10. VARIATION OF CHARGES, TERMS AND CONDITIONS

CALMANX may vary its Standard Terms and Conditions by altering adding to or deleting any or all of them or making any new terms and/or conditions.

All charges are subject to currency fluctuations.

CALMANX reserves the right from time to time to alter or change officers and / or nominees in its sole discretion.

11. CONFLICTS

CALMANX may without being liable to account for any profit thereby made enter into any transaction with any client company relating to any business for the time being carried on by CALMANX, on the same terms and conditions as would be made in the ordinary course of business and may in connection with the business and affairs of the Company employ any company or concern notwithstanding that CALMANX has an interest in such company or concern and without prejudice to the generality of the foregoing CALMANX shall be at liberty to loan or otherwise advance monies to any trust or any client company upon such terms and conditions including the payment of interest at a commercial rate and the charging of commission and charges made in the normal course of its business as it sees fit without being liable to account for any profit made thereby and CALMANX shall not be liable to account for and shall be entitled to retain any commission, remuneration or profit which it may receive from whatsoever source.

12. SEVERABILITY

Each of the restrictions and provisions contained in these Terms and Conditions shall be construed as independent of every other restriction and provision to the effect that if any provision of these Terms and Conditions or the application of any provision to any person, firm or company or to any circumstances shall be determined to be invalid and unenforceable in the applicable jurisdiction, then so far as the remainder of that provision or those provisions remains valid or capable of validity it shall be reconstrued and/or reconfigured so far as is possible to give effect to the original intention thereof and a determination of invalidity of any provision shall not affect any other provision of these Terms and Conditions or the application of such provision to any person, firm company or circumstance all of which other provisions shall remain in full force and effect.