1. DEFINITIONS:

Reference to "Proform" in the Schedule of Company Fees and the Conditions of Business, Sale and Transfer of Companies set out herein means Proform Offshore Limited or any of its subsidiary or associated companies or businesses throughout the world. The "Client" means the individual, firm, or company whose name appears on the order form as such. "Third Party Supplier" means any firm appointed by Proform to provide formation, registered office, registered agent and related services. "Client Company" means any company or corporate body of whatever type established by Proform for a Client in any part of the world. "Contract Price" means the total price for the goods and services provided by Proform.

2. THE CONTRACT:

2.1. Any Contract between Proform and the Client shall incorporate and be subject to Proform's Conditions of Business, Sale and Transfer of Companies, as detailed hereinafter, and absolutely no other terms or conditions shall be binding on Proform unless they are expressly agreed in writing by a Director thereof.

2.2. The Client's order will be treated as accepted by Proform only when the Proform has received an order signed by the Client, received cleared funds in payment of initial fees and all the forms and documentation required by the laws of the appropriate jurisdiction have been properly completed, signed and communicated to Proform whether by post, courier service or by fax. No other action on the part of Proform, its Directors, employees, servants, or agents shall be deemed to constitute acceptance of the Client's order.

2.3. The Client acknowledges that he has entered into a Contract with Proform subject to these Terms and Conditions without exception, as a principal and not as an agent for or on behalf of any other person either disclosed or undisclosed and accepts liability for the payment of Proform's fees, stamp duties and any other outlay associated with the provision of the service to the Client.

3. TERMS OF PAYMENT:

3.1. The Client agrees to pay the fees charged by Proform, which fees shall include annually recurring amounts but, whilst every effort shall be made to maintain the same fee level for as long as possible, Proform reserves the right to increase the level of fees payable but undertakes so far as is reasonably practicable in all the circumstances that any such increase will be notified to the Client in advance.

3.2. Proform will issue a Proforma initial invoice for the incorporation and first year's annual fees, if requested, which is payable immediately. Upon receipt of cleared funds Proform will issue a receipted tax invoice. Proform will not proceed with the incorporation of any company or release any company documents until cleared funds are received.

3.3. Proform will issue a Proforma invoice for the annual fees two months before each anniversary of the sale of each Client Company, and if unpaid a reminder will be sent out one month before the anniversary date. Upon receipt of payment, a receipted tax invoice will be issued. If payment is not received by the anniversary date a final reminder will be issued, payable within 30 days.

3.4. In the event of non-payment Proform reserves the right to withdraw all services and shall not be responsible for any costs, fines or fees incurred by the Client Company as a result; nor for any consequential loss or claim against the Client Company by any other party arising out of the Client's non-payment of Proform's fees, or of any fees, duties or taxes owed to any agent or Government authority in any jurisdiction.

3.5 Proform itself will not pay any Government fees, filing fees, duty, taxes or registered agents fees on behalf of any Client Company unless Proform has received cleared funds into its bank account in settlement of any relevant invoice therefor.

3.6 Where Proform issues tax invoices, such invoices are payable within 30 days of the tax invoice date.

3.7. Proform reserves the right to issue invoices for time spent on administration etc. or to recover disbursements incurred or to be incurred, on a quarterly or monthly basis, should Proform consider it expedient to do so. Payment is due within 30 days of the invoice date.

3.8. In the event that the Client fails to settle within the period hereinbefore stated any invoice properly rendered by Proform, then the Client hereby authorises Proform to deduct the fees or amount in question from any account, monies or property under Proform's control irrespective of any beneficial interest of any party or parties whomsoever. Where payment falls outside the 30 day period, Proform reserves the right to charge for costs and expenses incurred in recovering late payments and to charge compound interest at a rate of 2% per month for the entire amount and for the entire period during which any overdue amount remains outstanding; and for this purpose payment shall be deemed not to have been made until the cheque or draft tendered by the Client has been cleared and the proceeds have been credited to Proform's bank account or cleared funds have been received by any other form of inter-bank payment direct to Proform's bank account.

4. EXCLUSIONS AND DISCLAIMERS:

4.1. Any estimated completion date for any service to be rendered by Proform is only a bona fide business estimate and shall not be "of the essence"; Proform however will use all reasonable endeavours to comply with the estimated completion dates.

4.2. Proform shall only be liable to the Client for any non-compliance, mis-representation or mis-compliance with the instructions or requests given to it, if it is proved that the aforementioned was caused by the wilful neglect or wilful default of Proform or any of its employees or agents. The extent of Proform's liability in respect of such non-compliance, mis-representation or mis-compliance shall not exceed the amount of the Contract Price and in absolutely no circumstances whatsoever will Proform be liable for any consequential loss or loss of profit howsoever arising as a result of any of the aforementioned.

4.3. In relation to any allegation or action for negligent mis-statement by Proform, no assumption of responsibility shall be deemed to have occurred or to have been given by Proform to the Client, and the Client hereby accepts the same to be the case. Any suggestions or opinions expressed by the Directors or employees of Proform whether solicited or otherwise are given without responsibility.

4.4. Should any new Client Company formed by Proform be required to change its name by the Registrar of Companies subsequent to its formation, Proform shall not be liable for the cost of compliance with such requirement or any consequential loss flowing or arising naturally therefrom.

4.5. Proform gives no warranty that the name of any Client Company does not infringe any existing trade mark or business name of any third party, nor does Proform warrant that the name of the Client Company transferred or sold will not give rise to an action for passing off.

4.6. Proform 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 for non-receipt of instructions. The Client shall have no claim whatsoever against Proform in respect of anything done or omitted to be done, or in respect of any exercise or non-exercise of any discretion unless the same be made male fide or fraudulently.

4.7. In this, or any other material or documentation of whatsoever kind issued, produced or made available for information to whomsoever by Proform, such information does not purport to constitute legal or other professional advice and cannot be taken to constitute such. Proform recommends that independent advice is sought from appropriately qualified persons, familiar with the personal circumstances of the beneficial owner, before proceeding with any action.

5. RETENTION OF TITLE:

Up until such time as Proform shall have received the Contract Price and shall have transferred the shares in the Client Company, (if this be the subject matter of the contract) to the Client or his/her nominees, the Client shall have no rights, either express or implied to use any Client Company or its name nor shall the Client or the Client's nominees have any interest, whether equitable or otherwise, in the shares of the Client Company.

6. CANCELLATION:

Cancellation of the Contract will not be accepted unless it is communicated to Proform in writing and unless expressly agreed to in writing by a Director thereof. Upon cancellation of the Contract, a cancellation fee of half the annual fee currently applicable, plus all outstanding time charges, disbursements and any other charges shall become payable immediately and a corresponding invoice will be issued therefor.

7. PROVISION OF DIRECTORS:

Where Proform is providing Directors and/or Company Secretary (Officers) to or for any Client Company then:

7.1. The Officers shall at all times manage and administer the business of any Client Company, and in exercising their discretion in doing so shall be willing to consider and entertain requests and suggestions from the Client. However, where the Client's actions or requests, whether expressly, or by implication give rise to the suggestion of any impropriety whatsoever then the Officers will under no circumstances whatsoever be willing to act, or be a party in any way whatsoever to any transaction or other act which appears to them to be dishonest, immoral, illegal, improper or otherwise incorrect or undesirable under the laws of any jurisdiction with which Proform or any Client Company may be involved in the course of its business, including any relevant Anti-Terrorist, Drug Trafficking or Money Laundering legislation which may apply; and the Contract may be terminated immediately at the discretion of Proform, by notice in writing to the client.

7.2. Proform will procure the resignation of the Officers they provide upon written request received from the Client.

7.3. The Client will at all times indemnify and keep indemnified Proform, its Directors, servants and agents, the Client Company's Officers, and specifically in the case of Unlimited Companies - the shareholders, in respect of all actions, claims and demands, damages, losses and costs made against or suffered or incurred by any of Proform's aforementioned representatives in the exercise or purported exercise of their duties, except in the case of any personal dishonesty or attempt thereat by any of the aforementioned representatives.

8. PROVISION OF REGISTERED OFFICE:

8.1. Where Proform provides Registered Office facilities either directly or through its agents for the Client Company, then no reference whatsoever shall be made to the Registered Office address in any advertisement or public announcement without the written consent of the Directors of Proform.

8.2. The Registered Office facility is available only on the basis of a contractual licence, which shall be revocable at will by Proform. The Client shall, upon the written request of Proform immediately transfer the Registered Office address to alternative premises; irrespective of any fees paid in advance for the provision of this service, which shall be forfeited by the Client.

8.3. From time to time, it may be necessary for Proform or its agents to relocate offices and such action may require that the Registered Office address(es) of any Client Company be changed. Whilst Proform undertakes to give the Client as much advance notice as is possible of any such relocation, Proform shall not accept liability for any costs howsoever incurred by the Client as a result thereof.

9. THIRD PARTY SUPPLIERS:

9.1. Proform may directly, or through an intermediary, ask another supplier ('Third Party Supplier') to carry out some or all of any work which the Client may instruct us to carry out or supply a service in respect to the Client Company including but not limited to the provision of registered office, registered agent, mail forwarding, compliance filing, apostille of documents and bank introductions. Proform will take all reasonable care in selecting and instructing a Third Party Supplier, however, Proform have no control over the activities of a Third Party Supplier and therefore accept no responsibility for the services provided to the Client by that Third Party Supplier or for any errors or omissions in its work or products.

9.2. Proform shall not be liable for any failure on the part of a Third Party Supplier in the event that the Third Party Supplier should become bankrupt, cease trading, or a petition to wind up its business shall be passed or presented otherwise than for reconstruction or amalgamation or if a liquidator or receiver or manager of such corporate body or its undertaking property or assets or any part thereof shall be appointed. The Client shall have no claim whatsoever against Proform in respect of direct, indirect, special, incidental, cover or consequential damages arising out of the failure of the Third Party Supplier.

10. COMPLIANCE WITH LAWS AND MONEY LAUNDERING REGULATIONS:

10.1. If you are a professional client of Proform (i.e. a member of a regulated profession acting on behalf of a client), you are responsible for ensuring your compliance with all laws and regulations applicable in connection with your use of our services. This includes (without limitation) compliance with the Data Protection Act 1998. You also confirm to us that you are bound by the Money Laundering Regulations 2003 and will abide by those Regulations, obtaining and recording where appropriate evidence of identity of third parties for whom (directly or indirectly) you use our services.

10.2. If you are not a professional client, we will make the necessary identity checks on you (and on any person for whom you are acting). If you fail to supply any evidence of identity or other due diligence items which we request we will be unable to provide services to you or reserve the right to terminate any services which may already be provided.

11. MISCELLANEOUS PROVISIONS:

11.1. So that Proform may at all times be able to contact the Client should the need arise, for whatsoever reason, the Client hereby expressly agrees to inform Proform immediately upon changing his/her usual business or residential address, telephone or fax numbers 

11.2. All or any requests for action shall be transmitted to Proform by the Client in writing whether by post, courier service or by fax. Proform may at its discretion agree to any action, request or instructions given otherwise than in writing, only on the express understanding that Proform shall not be liable in respect of any misunderstanding or error occasioned in processing such action, request or instruction and shall in the absence of fraud or dishonesty be deemed to have acted in good faith.

11.3. The Client hereby agrees that Proform's internal records, including the Client Company's correspondence and any file notes, memoranda or other documentation, in the absence of fraud shall be taken to constitute incontrovertible evidence of action taken by Proform on behalf of the Client, whether at the request of the Client or otherwise, and shall constitute a true and accurate account of the Client Company's trading position or otherwise depending on the circumstances in question.

11.4. Proform specifically reserves the right to refuse any service to any Client without giving any reasons or explanation therefor, whether at the initial stage or after the completion of the first or any subsequent year's service or at any other time.

11.5. Except as is otherwise stated herein, each of the above clauses constitutes, with reference to the terms of the Contract, a separate Condition for the purposes of breach, or for the assessment and quantification of damages.

12. HEADINGS:

The headings of the clauses hereof are for the convenience of reference only and do not form part of these Terms and Conditions and shall not be taken into account when interpreting any part hereof.

13. GOVERNING LAW:

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.