STAR CAPITAL & ASSOCIATES LTD — Terms of Business (HTML rewrite)

1.1 STAR CAPITAL & ASSOCIATES LTD

means the multi-jurisdictional marketing insignia of a worldwide group of companies offering company formation and related services. Participating companies are independent of one another and have no authority with regard to any member, express or implied, to represent, bind or act directly or indirectly as a statutory, managing or general agent for any purpose whatsoever, nor to be based in any jurisdiction outside that in which they are incorporated.

1.2 STAR CAPITAL & ASSOCIATES LTD (expression)

This expression shall include its successors in title and assigns on its own behalf and as agent for the STAR CAPITAL & ASSOCIATES LTD Officers (as hereinafter defined) and the employees thereof and any company under their direct or indirect control and any director or employee thereof.

1.3 STAR CAPITAL & ASSOCIATES LTD Officers

means any person or company nominated by STAR CAPITAL & ASSOCIATES LTD who may from time to time be appointed as director, alternate director, secretary, assistant secretary, manager, partner, accountant, VAT Agent, trustee, protector, bank signatory, other officer, administrator, registered agent, provider of a registered office or address for legal service or registered shareholder of the Company and the employees thereof and any company under their direct or indirect control and any director or employee thereof (which expression shall include any of them).

1.4 Company

means the company, trust, partnership or other structure established and/or administered by STAR CAPITAL & ASSOCIATES LTD at the request of the Owners (as hereinafter defined).

1.5 Services

means the provision by STAR CAPITAL & ASSOCIATES LTD and/or the STAR CAPITAL & ASSOCIATES LTD Officers of management, administration and other services requested by the Owners or the Owners Appointees (as hereinafter defined) or such other activities required to maintain the Company in good standing including where appropriate on the statutory registers of the country of establishment / incorporation of the Company.

1.6 Owners

means the beneficial owners or owner of the Company which expression shall in the case of an individual include their heirs, personal representatives and assigns and shall in the case of more than one person mean such persons jointly and severally and shall include the survivor or survivors of them and their respective heirs, personal representatives and assigns of the other part.

1.7 Managing Agent

means a person who may be authorised by all the Owners of the Company to issue requests to STAR CAPITAL & ASSOCIATES LTD relating to the Company.

1.8 Owners Appointees

means any person who is not an STAR CAPITAL & ASSOCIATES LTD Officer and who may from time to time be nominated, appointed or act as Managing Agent, director, alternate director, secretary, assistant secretary, manager, partner, trustee, protector, bank signatory, other officer, grantee of a power of attorney, administrator, registered agent, provider of a registered office or address for legal service or registered shareholder of the Company (which expression shall include any of them).

1.9 Terms of Business

means these Terms of Business or such other new Terms of Business as may from time to time be published on STAR CAPITAL & ASSOCIATES LTD website or about which the Owners Appointees may from time to time be informed.

1.10 Illegal Activities

means all illegal activities which, without prejudice to the generality of the foregoing, include activities relating to terrorism; drug trafficking; money laundering; receiving the proceeds of criminal activities or trading with such countries as might from time to time be subject to any embargo imposed by the Security Council of the United Nations, the European Union or the United Kingdom.

1.11 Prohibited Persons

Prohibited Persons means persons:

• 1.11.1 prohibited under the laws of any country by reason of being a minor or having no legal capacity (for whatever reason) or otherwise unqualified to be a party to a contract.
• 1.11.2 who are undischarged bankrupts or are otherwise disqualified from acting as a director or who have been imprisoned or found guilty of any criminal offence (other than a motoring offence carrying a non-custodial sentence).
• 1.11.3 who have been proven to act in a fraudulent or dishonest manner in any civil proceedings.
• 1.11.4 who are resident in a country subject to any international restriction or embargo including, but without prejudice to the generality of the foregoing those imposed by the Security Council of the United Nations, the European Union or the United Kingdom.

1.12 Prohibited Activities

Prohibited Activities means:

• 1.12.1 Activities currently not approved by STAR CAPITAL & ASSOCIATES LTD which are activities involving: arms, weapons or munitions; mercenary or contract soldiering; security and riot control equipment such as stun guns, electronic restraining devices, CS gas or other similar materials, pepper sprays or any other device that could lead to the abuse of human rights or be utilised for torture; technical surveillance or bugging equipment; industrial espionage; dangerous or hazardous biological, chemical or nuclear materials including equipment or machinery to manufacture or handle such materials and the transportation, handling, disposal or dumping of such materials; human or animal organs; the abuse of animals, genetic material; adoption agencies including surrogate motherhood; the abuse of refugees or human rights; pornography; drug paraphernalia, the provision of degrees or qualifications; the provision of credit cards; pyramid sales, time share, religions, religious cults and charities.
• 1.12.2 Financial business involving: soliciting funds from the public; offering investment advice to the public; the management of investments other than where the assets so managed comprise the property of the Company or the operation and administration of collective investment schemes.
• 1.12.3 Unless otherwise agreed in writing any activity relating to the provision of financial services which requires a license in any jurisdiction.
• 1.12.4 Any activity whatsoever that may damage the good reputation of STAR CAPITAL & ASSOCIATES LTD or the country of establishment / incorporation of the Company.

Unacceptable Business: If any Owners or Owners Appointees are or become Prohibited Persons or engage in any Illegal Activities or the Company engages in any Illegal Activities or Prohibited Activities STAR CAPITAL & ASSOCIATES LTD may at its discretion immediately terminate the Services or take all or any actions as are authorised in Clause 8.4 of these Terms of Business.

3. Warranties

3.1 The Owners confirm, undertake, warrant and covenant with STAR CAPITAL & ASSOCIATES LTD and the STAR CAPITAL & ASSOCIATES LTD Officers that they are the ultimate beneficial owners of the Company and that they are not and will not act in a fiduciary capacity for any other person, firm or company in relation to the Company.

3.2 The Owners confirm and warrant that they, and shall procure that the Owners Appointees:

• 3.2.1 will comply with these Terms of Business.
• 3.2.2 will consent to act if appointed as Owners Appointees and that such Owners Appointees understand their legal duties and obligations.
• 3.2.3 have taken appropriate tax and legal advice with regard to the establishment and operation of the Company.
• 3.2.4 agree that STAR CAPITAL & ASSOCIATES LTD and the STAR CAPITAL & ASSOCIATES LTD Officers can (but shall not in any event be obliged to) rely on communications received from the Owners or the Managing Agent in determining what steps it is required to take in administering the Company and providing the Services.

4. Indemnity

The Owners (for themselves and on behalf of the Owners Appointees) covenant with STAR CAPITAL & ASSOCIATES LTD and with the STAR CAPITAL & ASSOCIATES LTD Officers and with the Company and where appropriate shall procure that the Company covenants with STAR CAPITAL & ASSOCIATES LTD and STAR CAPITAL & ASSOCIATES LTD Officers that they will at all times INDEMNIFY and KEEP INDEMNIFIED STAR CAPITAL & ASSOCIATES LTD and STAR CAPITAL & ASSOCIATES LTD Officers:

• 4.1 against all actions, suits, proceedings, claims, demands, costs, expenses and liabilities which may arise or occur or be taken, commenced, made or sought from or against STAR CAPITAL & ASSOCIATES LTD or the STAR CAPITAL & ASSOCIATES LTD Officers in connection with or arising from the use or actions of the Company or the provision of the Services;
• 4.2 in respect of anything done or omitted to be done by STAR CAPITAL & ASSOCIATES LTD or the STAR CAPITAL & ASSOCIATES LTD Officers provided that this provision shall have no application to any liability for death or personal injury arising from the negligence of STAR CAPITAL & ASSOCIATES LTD or the STAR CAPITAL & ASSOCIATES LTD Officers or to any liability arising as a result of fraud on the part of STAR CAPITAL & ASSOCIATES LTD or the STAR CAPITAL & ASSOCIATES LTD Officers;
• 4.3 in respect of any failure of STAR CAPITAL & ASSOCIATES LTD and the STAR CAPITAL & ASSOCIATES LTD Officers to comply wholly or partially with any instruction or request made by the Owners, Owners Appointees or the Company and that STAR CAPITAL & ASSOCIATES LTD and the STAR CAPITAL & ASSOCIATES LTD Officers shall not be responsible for non-receipt thereof or any errors or ambiguity therein;
• 4.4 in respect of any loss or damage arising from the use of facsimile or email, including the use of unencrypted email, failed or incomplete transmission, distortion and loss of privacy arising from viruses or otherwise;
• 4.5 in respect of any penalties, fines, fees or other liabilities incurred by the Owners and / or the Owners Appointees and/or the Company in relation to the Company and/or the Services.
• 4.6 In connection with the supply of any goods or services ordered by you through the Website, we shall not be liable for any delay or failure to perform any of our obligations if the delay or failure results from events or circumstances outside our reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire or failure of any communications, telecommunications or computer system, and we shall be entitled to a reasonable extension of our obligations to you (to the extent we owe any such obligations) should a force Majeure event occur.
• 4.7 If a Force Majeure event to which this clause applies shall occur, we agree to notify you as soon as practicable. If the Force Majeure event continues for more than 14 days, either party shall have the right to cancel the agreement and where services have been paid for in advance but have not been rendered, you will be entitled to a refund from the date of cancellation for all such services.

No Liability for Loss

STAR CAPITAL & ASSOCIATES LTD and the STAR CAPITAL & ASSOCIATES LTD Officers expressly disclaim any liability to the Owners, the Owners Appointees, the Company and any third parties for any damage or loss to the Owners, the Owners Appointees, the Company or any other person arising out of the acquisition or operation of the Company and/or the Services by the Owners, Owners Appointees, the Company or any other person.

The Website is provided on an “AS IS” and “AS AVAILABLE” basis without any representation or endorsement made and without warranty of any kind whether express or implied, including but not limited to the implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy.

Any and all liability to you that may arise from your access to and use of the Website, whether due to negligence, breach of duty or otherwise, is excluded to the maximum extent permitted by law.

No warranty is given that the functionality of the Website will be uninterrupted or error free, that defects will be corrected or that the Website or the server that makes it available are free of viruses or anything else which may be harmful or destructive.

We are not responsible for the content of other Websites that link to the Website, nor are we responsible for the content of any Website to which links are provided from the Website. Links to other sites are provided purely for your convenience and do not imply that we approve of those sites.

Nothing in these General Terms and Conditions shall be construed so as to exclude or limit the liability of ourselves for death or personal injury as a result of our negligence or that of its employees or agents.

6. Owners’ Obligation

6.1 The Owners must give STAR CAPITAL & ASSOCIATES LTD 90 days’ advance written notice of their intention to discontinue the Services.

6.2 The Owners must obtain from STAR CAPITAL & ASSOCIATES LTD its written consent before seeking to change the beneficial ownership of the Company or seeking to appoint new Owners Appointees and such applications must be accompanied by details of such proposed changes or appointments which shall without prejudice to the generality of the foregoing include an appropriately certified copy of the passport and proof of residential address of such persons and STAR CAPITAL & ASSOCIATES LTD reserves rights to request further information concerning such proposed changes and to decline to accept such applications.

6.3 The Owners shall and shall procure that the Owners Appointees shall:

• 6.3.1 undertake forthwith to inform STAR CAPITAL & ASSOCIATES LTD of any matters which might affect the Company and/or STAR CAPITAL & ASSOCIATES LTD’s willingness or ability to provide, or continue to provide, the Services.
• 6.3.2 inform STAR CAPITAL & ASSOCIATES LTD of the nature of the activities of the Company and seek STAR CAPITAL & ASSOCIATES LTD’s consent in writing before making any material changes in those activities.
• 6.3.3 seek STAR CAPITAL & ASSOCIATES LTD’s consent in writing prior to placing any advertisement or public announcement relating to a Company or any activities that may be undertaken by it.
• 6.3.4 at all times guarantee the due payment and reimbursement to STAR CAPITAL & ASSOCIATES LTD of all fees, disbursements and expenses incurred by STAR CAPITAL & ASSOCIATES LTD in connection with the Company and in providing the Services.

7. Additional Owners’ Obligations (When STAR CAPITAL & ASSOCIATES LTD provides Officers)

• 7.1 If STAR CAPITAL & ASSOCIATES LTD provides STAR CAPITAL & ASSOCIATES LTD Officers, the Owners must, at all times, keep the Company in funds sufficient to discharge its liabilities as and when they become due and at the request of STAR CAPITAL & ASSOCIATES LTD or the STAR CAPITAL & ASSOCIATES LTD Officers shall pay to the Company such sums as may be required to enable the Company to discharge in full such liabilities.
• 7.2 If STAR CAPITAL & ASSOCIATES LTD provides STAR CAPITAL & ASSOCIATES LTD Officers, the Owners shall and shall procure that the Owners Appointees shall:

8. Instructions and Requests

8.1 The Owners, the Owners Appointees and the Company agree to provide all requests to STAR CAPITAL & ASSOCIATES LTD and the STAR CAPITAL & ASSOCIATES LTD Officers in writing by letter or facsimile and STAR CAPITAL & ASSOCIATES LTD shall only consider such requests if they are signed by all the Owners or the Managing Agent.

8.2 The Owners acknowledge that STAR CAPITAL & ASSOCIATES LTD is bound by regulatory and other obligations under laws and regulations of the jurisdiction in which the Services are provided and the jurisdiction of incorporation / establishment of the Company and agree that any action undertaken by STAR CAPITAL & ASSOCIATES LTD or the STAR CAPITAL & ASSOCIATES LTD Officers to comply with those laws or regulations shall not constitute a breach of STAR CAPITAL & ASSOCIATES LTD’s obligations hereunder.

8.3 STAR CAPITAL & ASSOCIATES LTD and the STAR CAPITAL & ASSOCIATES LTD Officers shall not in any event be required to take any action which they consider unlawful or improper or which may cause STAR CAPITAL & ASSOCIATES LTD or any of the STAR CAPITAL & ASSOCIATES LTD Officers to incur any personal liability and the Owners, Owners Appointees and the Company agree that STAR CAPITAL & ASSOCIATES LTD shall not be liable to them for refusing to take any such action.

8.4 Where permitted under these Terms of Business or if instructions are requested by STAR CAPITAL & ASSOCIATES LTD or the STAR CAPITAL & ASSOCIATES LTD Officers and no instructions have been received by STAR CAPITAL & ASSOCIATES LTD within 30 days, or where the urgency of the matter requires action within such lesser period as may be stated in the request, STAR CAPITAL & ASSOCIATES LTD or the STAR CAPITAL & ASSOCIATES LTD Officers may immediately and with no liability to the Owner, the Owners Appointees or the Company take no further action on a particular matter; or take no further action at all in relation to the Company and/or the Owners and/or the Owners Appointees; or take such other action as they shall in their absolute discretion consider appropriate or as it may be advised by its legal advisers.

And

The Owners irrevocably agree and consent that, if the Company is a company and the STAR CAPITAL & ASSOCIATES LTD Officers are directors or managers of that company, or the Company is a Partnership and the STAR CAPITAL & ASSOCIATES LTD Officers are members or managers of that partnership, or the Company is a trust and the STAR CAPITAL & ASSOCIATES LTD Officers are trustees or protectors of that trust, STAR CAPITAL & ASSOCIATES LTD or the STAR CAPITAL & ASSOCIATES LTD Officers may, without further notice to the Owners take such steps as they shall in their absolute discretion consider appropriate which shall without prejudice to the generality of the foregoing include having the Company struck off, dissolved or liquidated; or effecting a resignation of all or any of the STAR CAPITAL & ASSOCIATES LTD Officers; or transferring all or any of the shares, capital or interest of the Company into the name of the Owners; or appointing the Owners as a director, officer, trustee or protector of the Company; or take such other action as they shall in their absolute discretion consider appropriate or as it may be advised by its legal advisers.

Corporate Responsibility

TBA has always recognised its responsibilities to its own staff, clients and its professional colleagues. Such responsibilities extend to international regulators, the group’s shareholders and the wider community and specifically to the environment.

STAR CAPITAL & ASSOCIATES LTD is a professionally managed, responsible and ethical company, determined to be widely recognised for our “Excellence in Global Corporate Services”, the skills of the multi-disciplined and multi-lingual professionals whom we work with, and the seriousness with which each and every one of us are aware of, and take our corporate responsibilities.

STAR CAPITAL & ASSOCIATES LTD is proud of the role we play as one of the leaders in the global provision of corporate services to the international community, and as part of this role we recognise our specific responsibility to understand the concerns of others.

Our aim through this website is to provide information and demonstrate that the group is both a responsible corporate entity and a responsible global provider of professional services.

10. Updates and Changes

10.1 The Website is being updated and improved on an ongoing basis. We reserve the right to change or remove (temporarily or permanently) the Website or any part of it without notice and you confirm that we shall not be liable to you for any such change or removal; and

10.2 Changes to these General Terms and Conditions or to the Specific Terms and Conditions may be made at any time and your use of the Website, or the purchase of products or services, are subject to any such changes. You agree to check to see if any changes have been made to the General or the relevant Specific terms each time you visit the Website or purchase products or services from it.

Copyright and Trademarks (Intellectual Property)

The copyright in all materials on the Website, including their design, layout, text, graphics, photographs and the source code and software belong to their respective owners. Trademarks (whether registered or not) company names and the like are the property of their respective owners.

You are licensed to view and temporarily store Website pages and their content in your browser’s temporary cache, and also to print out for reference a single copy for non-commercial purposes and off-line review. You may not sell or re-sell anything available from the Website, save to the extent expressly permitted pursuant to any product or service purchased by you from the Website where such permission is either expressly given or is a necessary attribute of the product or service concerned.

Address and Renewable Services

We offer on our website addresses for use as Registered Office, Mail Forwarding and Service Address of client companies. These addresses are provided either by us, or a third-party supplier, in each case an “Address Provider”.

Accepting these terms and conditions, you are granting us authorisation to file with respective Registrar, as an authorised person for and on behalf of the Company, the statutory forms required to implement the services you are agreeing to take under this agreement for the term of the agreement and, if said services are cancelled, terminated or shall expire for failure to make payment or for failure to comply with Anti-Money Laundering checks or procedures, the statutory forms required to terminate them.

If you take a Mail Forwarding service, you agree not to use or advertise the Address Provider address as a trading address. The service offered by the Address Provider is a correspondence address only. No finance agreements, mobile phone contracts or any other such agreements can be completed using the Address Provider address.

You agree not to carry on any business activities which could be construed or interpreted by the Address Provider or any other party as illegal, defamatory, immoral or obscene and agree not to use the address for any such purposes.

The Address Provider shall not accept parcels, packages or couriered goods unless notified and agreed with the Address Provider in advance. Additional charges may apply.

The Address Provider will not disclose or use your private address in any manner other than those agreed to by you in this agreement save in the event that the Address Provider is obliged to disclose by law or by the order of a court of competent jurisdiction.

The Address Provider will cooperate with any data requests received from any official body or agent for the performance of a task carried out in the public interest, in line with the General Data Protection Regulation (GDPR) requirements.

You will fully indemnify the Address Provider against any expenses, costs, claims, damages or penalties incurred by the Address Provider in connection with this Agreement howsoever occasioned including through defamation, suing or being sued as a result of the breach whatsoever and howsoever committed by you or any third parties.

When you purchase an address service from an Address Provider, you are authorising us to receive, sort and forward mail on your behalf. We shall not be responsible for any losses incurred due to any act, omission, neglect, or delay by the Address Provider, or its employees, in the process of receiving, sorting and forwarding mail on your behalf.

For renewable services, fees due will be processed on the card originally used to purchase the service (or an alternative if supplied) on the date of expiry. Notice will always be given in advance of expiry date of our intention to take payment, and you will have the right to cancel the service.

If payment for renewal of a Registered Office service has not been received on or before the prescribed renewal date or you elect not to renew the service, you will be deemed irrevocably to have authorised us (and to have irrevocably consented to our so doing) to change the Registered Office of the Company, with immediate effect, to your residential address or to such other address previously notified to us by you for this purpose. If you are an overseas resident and do not have a local address at the jurisdiction of incorporation to use for this purpose, we will apply to the Registrar to have our address removed. This new address information will be registered with local Registrar and displayed on public record.

If payment for renewal of the Director Service Address service has not been received on or before the prescribed renewal date or you elect not to renew the service you will be deemed irrevocably to have authorised us (and to have irrevocably consented to our so doing) to change the Director’s Service Address, with immediate effect, to your residential address or to such other address previously notified to us by you for this purpose. This new address information will be registered with local Registrar and displayed on public record.

We do not accept any liability should the Company be struck off and/or removed from the Register following the cancellation or the expiry of the services you are agreeing to take under this agreement should the Company fail to meet statutory requirements following our actions to file the requisite forms to notify the termination of such services.

13. Payment of Fees

• 13.1 The Ownership of a Company shall not pass to the Owners until payment in full has been received by STAR CAPITAL & ASSOCIATES LTD , no refunds are given after an order has been processed and no refunds will be made where STAR CAPITAL & ASSOCIATES LTD cease to provide Services.
• 13.2 STAR CAPITAL & ASSOCIATES LTD will not provide Services unless STAR CAPITAL & ASSOCIATES LTD has received in full and in advance all fees and disbursements due to it in relation to the Company or the provision of the Services.
• 13.3 The Owners hereby irrevocably authorise STAR CAPITAL & ASSOCIATES LTD to withdraw moneys from any funds held by it on behalf of, or on any account managed by it, on behalf of the Owners and/or the Company in order to discharge all and any fees and expenses payable to or by STAR CAPITAL & ASSOCIATES LTD or the Company.
• 13.4 Should STAR CAPITAL & ASSOCIATES LTD cease to provide Services or should the Owners advise STAR CAPITAL & ASSOCIATES LTD that they no longer require a Company, the Company or the Owners must reimburse STAR CAPITAL & ASSOCIATES LTD for any fees or costs which may be incurred and pay STAR CAPITAL & ASSOCIATES LTD’s fees in relation to the strike off, dissolution, liquidation or transfer of the Company or otherwise to replace STAR CAPITAL & ASSOCIATES LTD or the STAR CAPITAL & ASSOCIATES LTD Officers.
• 13.5 Fees are as stated in STAR CAPITAL & ASSOCIATES LTD’s Fee Schedule, as published from time to time, or as may be agreed with the Owner. Any changes will be published on STAR CAPITAL & ASSOCIATES LTD’s website, or as from time to time may be notified to the Owner.
• 13.6 Where any fees for Services remain unpaid for more than 60 days STAR CAPITAL & ASSOCIATES LTD and the STAR CAPITAL & ASSOCIATES LTD Officers may thereupon at their discretion immediately terminate the Services, and/or obtain payment direct from any assets of the Company and/or the Owners and in such circumstances STAR CAPITAL & ASSOCIATES LTD reserves the right to treat these Terms of Business as terminated without further obligation and to act in accordance with Clause 8.4 of these Terms of Business.
• 13.7 Unless otherwise agreed in writing with the Owners, STAR CAPITAL & ASSOCIATES LTD will not pay any interest on any money held by STAR CAPITAL & ASSOCIATES LTD for the benefit of the Company and/or the Owners and/or the Owners Appointees.
• 13.8 STAR CAPITAL & ASSOCIATES LTD and its associated companies and their officers, agents and employees shall be entitled to retain any commission or fee which is paid or may become payable to it notwithstanding that such commission or fee is payable as a direct or indirect result of STAR CAPITAL & ASSOCIATES LTD or the STAR CAPITAL & ASSOCIATES LTD Officers acting for the Owners and/or the Owners Appointees.
• 13.9 In the event that the Owner requests STAR CAPITAL & ASSOCIATES LTD to transfer the management of the Company to another agent or Corporate Service Provider, STAR CAPITAL & ASSOCIATES LTD will not transfer the Company until all outstanding fees (including government fees, duties, taxes and other third-party disbursements together with STAR CAPITAL & ASSOCIATES LTD’s professional and transfer fees) have been paid in full.

14. Confidentiality and Privacy

• 14.1 STAR CAPITAL & ASSOCIATES LTD and the STAR CAPITAL & ASSOCIATES LTD Officers agree that where the Owners, the Owners Appointees or the Company deliver to them confidential information they shall use all reasonable endeavours to keep it confidential.
• 14.2 STAR CAPITAL & ASSOCIATES LTD and the STAR CAPITAL & ASSOCIATES LTD Officers collect personal information and personal data when the Owners, Owners Appointees and the Company communicate with them and use this personal data and information to facilitate supplying the Services and from time to time to provide information, reference notes, guidelines, advice and for marketing such products and other services and providing such other information as STAR CAPITAL & ASSOCIATES LTD may from time to time make available to them. STAR CAPITAL & ASSOCIATES LTD protects personal information and personal data from unauthorised access, use or disclosure. Except where permitted in these Terms of Business the personal information and personal data collected is used only for these purposes and it is never sold, lent, leased or otherwise distributed outside STAR CAPITAL & ASSOCIATES LTD. The Owners and the Owners Appointees ACCEPT that this may mean that personal information and personal data may be transferred to countries that do not provide adequate protection of data in accordance with Article 26 (1) of the EU Directive 95/46/EC on the protection of individuals with regard to the processing of personal data and on the free movement of such data.
• 14.3 STAR CAPITAL & ASSOCIATES LTD and the STAR CAPITAL & ASSOCIATES LTD Officers reserve the right to treat the obligations of confidentiality and privacy in Clause 10.1 and 10.2 as not applicable and may divulge confidential information, personal information and personal data when they are obliged by law, or when required by third parties in order for STAR CAPITAL & ASSOCIATES LTD or the STAR CAPITAL & ASSOCIATES LTD Officers to provide the Services or when STAR CAPITAL & ASSOCIATES LTD has been unable to obtain the Owners or Managing Agents instructions and it appears to STAR CAPITAL & ASSOCIATES LTD to be in the best interests of the Owners and/or the Owners Appointees and/or the Company to provide such confidential information, personal information or personal data.
• 14.4 Without prejudice to the said duty of confidentiality, STAR CAPITAL & ASSOCIATES LTD and the STAR CAPITAL & ASSOCIATES LTD Officers reserve the right to act for other clients (including competitors of the Company, the Owners or the Owners Appointees).
• 14.5 Any report, letter, information or advice STAR CAPITAL & ASSOCIATES LTD or the STAR CAPITAL & ASSOCIATES LTD Officers give to the Owners, Owners Appointees or the Company is given in confidence solely for the purposes of providing the Services and is provided on condition that they undertake not to disclose the same or any other confidential information made available by STAR CAPITAL & ASSOCIATES LTD or the STAR CAPITAL & ASSOCIATES LTD Officers without STAR CAPITAL & ASSOCIATES LTD’s prior written consent.
• 14.6 Notwithstanding any provision hereof, STAR CAPITAL & ASSOCIATES LTD and the STAR CAPITAL & ASSOCIATES LTD Officers shall be entitled and are irrevocably authorised to open, read and copy all and any correspondence, letter, fax or other communication received by the Company and/or it on behalf of the Company, the Owners or the Owners Appointees.

15. Due Diligence

15.1 Before requesting the provision of any Services by the Agent, the Intermediary shall obtain the following Due Diligence Information on the Client and all individuals and entities directly involved in the Company as shareholders, directors, account signatories, attorneys-in-fact or in any other similar capacity, unless such individuals or entities are already known to the Agent:

A photocopy of current passport, certified as true copy by a notary, barrister, solicitor, consular officer, bank officer or other individual of similar official standing. Such photocopy should include the holder’s signature page and shall be made in such quality that the face of passport holder can be clearly identified. Upon the expiry of such passport, the Intermediary shall obtain similar copy of the new and current passport.

15.2 Before any Services are provided by the Agent, the Intermediary shall provide to the Agent an Order Form and a full set of ordinary copies of the Due Diligence Information, as described above, such copies to be sent to the Agent by any means of Communication, except fax. If specifically requested by the Agent, the Intermediary shall provide to the Agent additional details on the background and activities of the Client.

15.3 In addition to the Due Diligence Information, the Intermediary shall at all times keep up-to-date records of the Clients’ contact details, including the residential and mailing address, telephone and fax numbers, and email address.

15.4 If the Client is a corporation or group of related corporations (for instance, linked by shareholdings in each other) the Agent shall obtain the Due Diligence Information on all private individuals who are the ultimate beneficial owners of such group of related corporations. This condition does not apply if such corporate Client is a public company.

15.5 The Intermediary shall maintain the Due Diligence Information for at least five years from the date when the business relationship ends between the Intermediary and the Client.

15.6 Should Agent at any time be required by law to hold the original Due Diligence Information, the Intermediary shall provide all such documents, as requested by the Agent, within five business days after the receipt of such request. The Intermediary hereby confirms that there are no obstacles or limitations, in particular imposed by any confidentiality regulations, which would prevent the release of such documents by the Intermediary to the Agent.

15.7 The Intermediary shall not provide any of the Services to any third party while knowing that these are for a subsequent resale without imposing on such third party the same Due Diligence requirements as indicated above.

15.8 Before any Services are provided by the Agent to the Intermediary, the Intermediary shall provide the Agent with the original Due Diligence Information on the Intermediary itself. Such Due Diligence Information shall only be provided once at the commencement of the business relationship between the Agent and the Intermediary, and thereafter it shall only be updated from time to reflect any material changes in the organisation of the Intermediary, as the case may be.

Actions to Protect the Company

When STAR CAPITAL & ASSOCIATES LTD provides STAR CAPITAL & ASSOCIATES LTD Officers, STAR CAPITAL & ASSOCIATES LTD and the STAR CAPITAL & ASSOCIATES LTD Officers shall be entitled to take any steps which they may in their absolute discretion think fit to protect the interests and/or assets of the Company and to take such professional advice in the interests of and at the expense of the Company as STAR CAPITAL & ASSOCIATES LTD or the STAR CAPITAL & ASSOCIATES LTD Officers may consider necessary.

17. Cessation of Services

17.1 STAR CAPITAL & ASSOCIATES LTD and the STAR CAPITAL & ASSOCIATES LTD Officers shall be entitled without notice to cease to provide the Services, if:

• 17.1.1 The Owners or the Owners Appointees fail to observe these Terms of Business;
• 17.1.2 It comes to the attention of STAR CAPITAL & ASSOCIATES LTD or the STAR CAPITAL & ASSOCIATES LTD Officers that the Company is being used for activities which were not included in the application form provided by the Owners to STAR CAPITAL & ASSOCIATES LTD or as subsequently advised and accepted in writing by STAR CAPITAL & ASSOCIATES LTD;
• 17.1.3 In the event of the death of any the Owners or the Owners Appointees, the Owners do not provide STAR CAPITAL & ASSOCIATES LTD, within a reasonable time, with the name of an appropriate substitute;
• 17.1.4 In the event of the death of an Owner, including in the case of joint persons acting as the Owners, the death of any one such person, the Owners fail to make provision for the disposition of the affairs and the Ownership of the Company;
• 17.1.5 When STAR CAPITAL & ASSOCIATES LTD provides STAR CAPITAL & ASSOCIATES LTD Officers, any of the STAR CAPITAL & ASSOCIATES LTD Officers resigns or in the event that any legal proceedings are commenced against the Company (including any injunction or investigation proceedings).

17.2 In any of the circumstances described in Clauses 12.1 above, STAR CAPITAL & ASSOCIATES LTD reserves the right to take action as authorised in Clause 8.4 of these Terms of Business and reserves the right to treat these Terms of Business as automatically terminated without obligation on the part of STAR CAPITAL & ASSOCIATES LTD.

17.3 STAR CAPITAL & ASSOCIATES LTD may cease to provide Services at its discretion if it provides 30 days’ notice to the Owners or the Managing Agent of its intention so to do.

17.4 The Company, the Owners and the Owners Appointees acknowledge that STAR CAPITAL & ASSOCIATES LTD and the STAR CAPITAL & ASSOCIATES LTD Officers may have continuing regulatory/fiduciary duties under applicable law. Accordingly, without prejudice to STAR CAPITAL & ASSOCIATES LTD’s and the STAR CAPITAL & ASSOCIATES LTD Officers rights, it is agreed that STAR CAPITAL & ASSOCIATES LTD and the STAR CAPITAL & ASSOCIATES LTD Officers shall be entitled (but not obliged) to continue to provide Services so as to discharge such duties and STAR CAPITAL & ASSOCIATES LTD shall be entitled to charge at its applicable rate for the provision thereof.

Interpretation

In offering and providing the Company and/or the Services, STAR CAPITAL & ASSOCIATES LTD and the STAR CAPITAL & ASSOCIATES LTD Officers do not, nor is it to be interpreted as though they do in any way sanction, advocate or condone directly or indirectly the commission of any unlawful act or omission by any person or company in any jurisdiction or the use of the Company or Services for any illegal or fraudulent purpose.

Notice

Any notice, given by the Owners, the Owners Appointees, the Company, the Managing Agent, STAR CAPITAL & ASSOCIATES LTD or the STAR CAPITAL & ASSOCIATES LTD Officers which is delivered personally shall be deemed to have been given at the time of such delivery; sent by letter post in the UK shall be deemed to have been given 3 days after posting; sent by courier shall be deemed to have been given 5 days after dispatch, sent by airmail letter shall be deemed to have been given 8 days after posting; by letter post outside the Isle of Man shall be deemed to have been given 15 days after posting or sent by facsimile shall be deemed to have been given at the time of dispatch.

Miscellaneous

20.1 These Terms of Business supersede all prior Terms of Business and agreements whether oral or written with respect to such subject matter.

20.2 No exercise or failure to exercise or delay in exercising any right power or remedy vested in any party under or pursuant to these Terms of Business shall constitute a waiver by that party of that or any other right power or remedy.

Law

These Terms of Business shall be governed by and construed in accordance with the laws of England & Wales and the Owners and the Owners Appointees and where appropriate they shall procure that the Company irrevocably submit to the exclusive jurisdiction of the Courts in England or any other jurisdiction.

General Terms & Conditions

AML Policy & KYC Requirements

Private Client Identification

Data Protection Regulation