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Corporate structures in the UK : Limited company, LLP, International Holding

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Terms and Conditions

INTRODUCTION

The Terms and Conditions set out below and as amended or varied from time to time, together with any engagement letter, set out the basis on which McLaren Access Limited will provide its services to a Client and to any Entity required by the Client. They should be read together and in the event of any inconsistency between the letter and these Terms, the letter shall prevail. The T&C will apply to all services rendered by us to the Client from time to time unless we have entered into a specific written agreement which expressly excludes or modifies them in whole or in part.

TERMS and CONDITIONS

1. DEFINITIONS

1.1 “Access” means McLaren Access Limited and “we” “us” or “our” shall be read accordingly.

1.2 "Personnel” means any person, firm or company nominated or introduced by us and who may, from time to time, be appointed as director, alternate director, secretary, assistant secretary, manager, partner, accountant, VAT or tax agent, business advisor, trustee, protector, bank account signatory, other officer, administrator, registered agent, provider of a registered office or address for legal service or registered shareholder of the Entity (as hereinafter defined) and the employees thereof and any company under their direct or indirect control or any director or employee thereof (which expression shall include any of them).

1.3 "Entity" means a company (whether limited or unlimited), trust, partnership, sole trader or other legal entity or structure established and/or administered or advised by us or Personnel at the request of the Client (as hereinafter defined).

1.4 “Services” means the provision by us of advice, assistance, management, administration, introduction of the Entity to third parties and/or any other services (including the operation or control of an Entity’s bank account) requested by the Client or the Client’s “Appointee” (as hereinafter defined) or such other services provided by us to maintain the Entity in good standing in its country of establishment or incorporation or of any place where it conducts business.

1.5 “Client" means the person seeking and/or agreeing to take and/or benefiting from the Services provided by us and “you” “your” and “their” shall be read accordingly; and

1.5.1 in the case of a company or other legal entity, it means the beneficial owner or owners of the Entity and

1.5.2 in the case of individuals it includes your 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 and

1.5.3 in all cases it shall include your agents, attorneys and other duly appointed representatives or appointees.

1.6 “T&C” means these Terms & Conditions including any additions or amendments to them.

2. INSTRUCTIONS

2.1 You will provide us with a full description of the Services you require and, if requested, a statement of your objectives.

2.2 You will provide us in writing with address(es) where communications are to be sent and all other contact numbers and email addresses. All changes or additions must be notified to us in writing

2.3 On your own behalf and of your Appointees (as hereinafter defined) and the Entity, you agree to provide all requests or instructions to us in writing by letter or facsimile and we shall only consider such requests or instructions when signed by you or any of your managing agents or Appointees

2.4 You acknowledge that we are or may be bound by regulatory and other obligations under laws and regulations of the jurisdiction in which the Services are provided, the jurisdiction of incorporation or establishment of the Entity and/or the jurisdictions where the Entity undertakes business and you agree that any action undertaken by us or our Personnel in order to comply with those laws or regulations shall not constitute a breach by us or our Personnel of our or their obligations hereunder.

2.5 We shall not be required to take any action which we consider to be unlawful or improper or which we believe may be detrimental to us, our Personnel or the Entity.

2.6 Where permitted under these T&C or if instructions are requested by us from you or your Appointees and no instructions have been received by us within 14 days of such a request being made, or where the urgency of the matter requires action within a shorter period, we may immediately and without liability to you, your Appointees or the Entity take no further action in relation to a particular matter or take such other action as we shall in our absolute and unfettered discretion consider appropriate or as we may be advised.

and

you irrevocably and unconditionally agree that, if the Entity is a limited liability company and our Personnel are members or officers of that company, or the Entity is a Partnership and our Personnel are members of that partnership, or the Entity is a trust and our Personnel are trustees or protectors of that trust, we may, without being obliged to give notice to your or your Appointees, take such steps as we or they shall in ours or their absolute discretion consider appropriate which shall, without prejudice to the generality of the foregoing, include having the Entity struck off, dissolved or liquidated; or resigning all or any of our Personnel; or transferring all or any of the shares, capital or assets or liabilities of the Entity into your name; or appointing you as a director, officer, manager, trustee or protector of the Entity; or take such other action as we or they shall in our or their absolute and unfettered discretion consider appropriate or as we may be advised.

3. UNDERTAKINGS WARRANTIES and COVENANTS

3.1 You undertake warrant and covenant with us that:

3.1.1 you have full legal capacity to enter into an agreement with us in accordance with these T&C or any letter and to acquire or form the Entity and to receive the Services.

3.1.2 when the Entity is not a trust or a foundation, you are the ultimate beneficial owner(s) of the Entity.

3.1.3 you are not and will not act in a fiduciary capacity for any other person, firm or company in relation to the Entity.

3.2 You undertake and warrant with us that you:

3.2.1 will fully promptly and unconditionally comply with our T&C

3.2.2 procure that any directors, attorneys, agents or representatives appointed by the Client (“Appointees”) to act for and on behalf of the Entity understand and accept the legal duties and obligations created by these T&C and shall, if so required by us, procure that such persons enter into direct written agreements with us agreeing to comply with these T&C.

3.2.3 have taken appropriate tax and legal advice with regard to the establishment, acquisition and operation of the Entity and will pay, in full, any personal, corporate or other taxes or levies that may become due as a result of the establishment and operations of the Entity wheresoever conducted.

3.2.4 agree that we may (but shall not in any event be obliged to) accept or rely on communications received from you or your Appointees in determining what steps we are required to take in administering the Entity and providing the Services.

3.3 You jointly and severally (for yourself and on behalf of any of your Appointees) covenant with us and with the Entity and, where appropriate, shall procure that the Entity covenants with us that they will at all times indemnify and keep us indemnified:

3.3.1. against all actions, suits, proceedings, claims, demands, costs, expenses and liabilities (including legal fees), which may arise or be incurred, commenced or threatened against us in connection with or arising from the acquisition or business activity of the Entity or the provision of the Services;

3.3.2 in respect of anything done or omitted to be done by us, provided that this provision shall have no application to any liability for death or personal injury arising from our negligence or to any liability arising as a result of fraud on our part;

3.3.3 in respect of any failure by us to comply, wholly or partially, with any instruction or request made by you or any of your Appointees or any errors or incomplete instructions or requests received by us;

3.3.4 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;

3.3.5 in respect of any penalties, fines, fees or other liabilities incurred by you and/or any of your Appointees and/or the Entity in relation to the Entity and/or the Services.

4. NO LIABILITY FOR LOSS

We expressly disclaim any liability to you, your Appointees, the Entity and any third parties associated with them for any damage or loss to any of them arising from the establishment, acquisition or operation of the Entity and/or the provision of the Services by or to you, your Appointees, the Entity or any other person

5. FEES and PAYMENT

5.1 Our fees are as published from time to time on our website or elsewhere or will be as otherwise agreed with you and/or the Entity in writing

5.2 Expenses (agreed or estimated) and all disbursements will be invoiced to you or the Entity as appropriate.

5.3 All invoices are payable within [30] days of their date

5.4 Advance payment on account of fees, anticipated expenses and/or disbursements may be required.

5.5 In addition to other rights and/or remedies we may have, any failure to pay such on account requests or invoices strictly as above will entitle us:

5.5.1 to suspend all or any Services without liability to you, the Entity or any other party

5.5.2 to charge you and/or the Entity interest at the rate of 4% above the minimum lending rate applied from time to time by Barclays Bank Plc on any amount or balance outstanding after 30 days

5.5.3 to exercise and enforce any lien which we may have over any asset belonging to you or the Entity.

5.6 Without prejudice to any other term set out you agree at all times to pay us and/or our Personnel any and all sums due to us or our Personnel by the Entity including any fees, disbursements and expenses incurred by us or our Personnel in connection with the Entity and/or in providing the Services (including fees charged by us or our Personnel in relation to the provision of the Services).

5.7 When the Entity is not a trust or a foundation, the legal ownership of the Entity shall not pass to you until payment in full of all fees, including government duties and taxes, has been received by us. No refunds are given after an order has been processed and no refunds will be made where we cease to provide the Services.

5.8 We will not provide Services until we have received, in full, all fees and disbursements payable in relation to the Entity or the provision of the Services.

5.9 You hereby irrevocably and unconditionally authorise us to withdraw from any sums held on any account controlled or managed by us or otherwise held by us, on your behalf and/or that of the Entity any monies required to discharge any fees or expenses, including any government fees, duties, taxes or penalties, payable to or by us or the Entity.

5.10 Where any fees for Services remain unpaid for more than 90 days, we may at our discretion immediately suspend or terminate the Services, and/or obtain payment from any assets of the Entity and/or you. In such circumstances, we reserve the right to treat these T&C as terminated without further obligation, save as to any continuing covenant, obligation or undertaking given by the Entity or you or your Appointees to us and to act pursuant to the provision of Paragraph 2.6 of these T&C.

5.11 Unless otherwise agreed in writing with you, we will not pay any interest on any monies held by us on behalf of the Entity and/or you and/or your Appointees.

5.12 We and any associated companies of ours, their officers, agents and employees shall be entitled to retain any third-party 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 us providing the Services or otherwise in relation to the Entity.

5.13 Should we cease to provide Services or should you advise us that you no longer require the Entity, you must pay to us all and any fees or costs which may be incurred by us in relation to the striking off, dissolution, liquidation or transfer of the Entity (including any minimum transfer or termination fee).

5.14 In the event that the you request us to transfer the management or administration of the Entity or should we request you to transfer the management or administration of the Entity to another agent or Service Provider, we shall not be obliged to transfer the Entity until all outstanding fees (including government fees, duties, taxes and other third party disbursements together with our transfer or termination fees) have been paid in full.

5.15 Where you make part payment to us of any fee note or invoice rendered by us, we reserve the right to apply any monies received in firstly discharging our professional fees and only thereafter in payment of any government fees, duties charges or taxes or other payments to third parties.

6. CLIENT GUARANTEE

6.1 In further consideration of us agreeing to provide any Services you hereby guarantee to us (unconditionally and irrevocably) the due and punctual performance and observance by the Entity of all its obligations under these T&C or any agreement letter. If the Entity fails, for any reason whatsoever, duly and punctually to perform or observe any of the said obligations, you will cause such performance of observance to occur, as if you were expressed to be the primary obligor in respect of the said obligations and not merely as surety (but without affecting the Entity’s obligations). Notwithstanding any other provision in these T&C or any letter of agreement, this guarantee shall not be affected by the granting of time of any other indulgence or waiver on our part to the Entity.

7. CONFIDENTIALITY AND DATA PROTECTION

7.1 We undertake to you that where you, your Appointees or the Entity deliver to us confidential information we will use reasonable endeavours to keep it confidential.

7.2 In the course of providing the Services, we collect personal information and personal data concerning you, your Appointees and the Entity and we use this personal data and information to facilitate the provision of the Services and, we may from time to time, use such data and information to provide information, reference notes, guidelines, advice or for marketing information concerning the Services and for providing such other information as we may from time to time make available.

7.3 We reserves the right to treat the obligations of confidentiality and privacy in Paragraphs 7.1 and 7.2 as not applicable and may disclose to third parties confidential or personal information and data when we are obliged so to do by law, or when required by third parties in order for us to provide the Services or when we have been unable to obtain yours or your Managing Agents’ instructions and it appears to us to be in the your interests and/or that of your Appointees and/or the Entity to provide such confidential or personal data to third parties.

7.4 Except otherwise where permitted by these T&C any personal information and data collected is used only for these purposes and is never sold, lent, leased or otherwise distributed outside us. You and your Appointees accept that this may mean that personal information 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.

7.5 Without prejudice to the duty of confidentiality, we reserve the right to act for other clients (including your competitors or those of the Entity or of your Appointees).

7.6 Any report, letter, information or advice we give to you, your Appointees or the Entity is given in confidence solely for the purposes of providing the Services and is provided on condition that you and your Appointees will not without our express prior written permission disclose to any third-party, other than to your lawyers or accountants or other professional advisers, any confidential or other information made available by us.

7.7 Notwithstanding any provision hereof, we shall be entitled and are hereby irrevocably authorised to open, read and copy all correspondence, letter, facsimile, email or other communication received by us in relation to the provision of the Services or the Entity, you or your Appointees.

8. CESSATION and WITHDRAWAL of SERVICES

8.1 We shall be entitled by written notice to cease to provide the Services, if:

8.1.1 You or your Appointees in our opinion fail to observe to the fullest extent these T&C;

8.1.2 It comes to our attention that the Entity is being used for activities which were not referred to in the application delivered by you to us or as subsequently advised and accepted in writing by us and which are or appear to us to be unlawful or distasteful;

8.1.3 In the event of your death, including in the case of joint persons, the death of any one person, and you fail or have failed to make adequate provision for the disposition of the affairs and the ownership of the Entity;

8.1.4 In the event that any legal proceedings are commenced against the Entity, you or your Appointees (including any injunction or investigative proceedings).

8.2 In any of the circumstances described in Paragraph 8.1 above, we reserve the right to take action pursuant to these T&C and in particular Paragraph 2 and to treat these T&C as terminated without further liability on our part.

8.3 We may at our discretion cease to provide the Services upon giving you or your Appointees 45 days’ written notice of our intention so to do.

8.4 We may by written notice to you, your Appointees immediately cease to provide the Services where you or your Appointees shall breach the provisions of T&C.

8.5 You and your Appointees for yourself and as agent for and on behalf of the Entity acknowledge, following the cessation of Services, that we may have continuing regulatory/fiduciary duties under any applicable law. Accordingly, without prejudice to our rights, we may (but are not obliged to) continue to provide Services in order to discharge such duties and we shall be entitled to charge fees at our applicable rate for the provision thereof.

9. INTERPRETATION

In providing the Entity and/or the Services, we do not, nor is it to be interpreted as though it does in any manner sanction, advocate or approve, directly or indirectly, the commission of any act or any omission by you, your Appointees or the Entity, or any person, firm or corporation in any jurisdiction or the use of the Entity or the Services for any purpose.

10. NOTICES

Any notice given pursuant to these T&C shall be in writing and shall be sufficiently given to any party if sent in a letter by courier to the address last notified by the address, by facsimile transmission or by electronic mail to the address of such party last notified in writing to the other or to the correct facsimile number or electronic mail address of the addresses and shall be deemed duly served, in the case of a notice delivered by courier, at the time of first attempted delivery and in the case of a facsimile transmission or electronic mail, if sent during normal business hours, in the country of the addresses then at the time of transmission and otherwise then on the next business day.

11. MISCELLANEOUS

11.1 These T&C supersede all prior T&C and agreements whether oral or written.

11.2 No exercise or failure to exercise or delay in exercising any right or remedy by us pursuant to these T&C shall constitute a waiver by us of that or any other right or remedy.

11.3 Nothing in these T&C shall create or be deemed to create the following relationships between us and you or your Appointees:

11.3.1 partnership, or

11.3.2 employment, or

11.3.3 joint venture.

11.4 Words imputing the masculine gender shall include the feminine and words imputing the singular shall include the plural and vice versa.

11.5 Each undertaking in these T&C shall be construed as a separate undertaking and if one or more of the undertakings so contained is found to be unenforceable the remaining undertakings shall continue to bind the parties.

11.6 Any clause covenant or provision herein which is found to be invalid or unenforceable in whole or in part for any reason shall whenever allowed by the context be deemed to be replaced by such valid and enforceable clause covenant or provision whose contents are as close as permissible to those of the invalid or unenforceable clause covenant or provision.

11.7 Clause headings are for convenience of the parties only and shall not affect the construction of these T&C

12. WEBSITE

12.1 The information made available on our Website (www.accessbusinessuk.com) is intended for general information and purposes only and, as such, it does not constitute legal, tax, financial or any other type of advice and should not be treated taken as such. We accept no liability for any loss arising as a result of reliance on the information contained on our Website.

12.2 Clients and any Entity should take their own separate and independent advice from relevant professionals

13. LAW

Unless otherwise agreed in writing between the Clients and us, these T&C shall be governed by and construed in accordance with the laws of England & Wales and the Clients, the Clients’ Appointees and the Managing Agent hereby submit to the non-exclusive jurisdiction of the Courts in England & Wales.