Inco Trust Group | Worldwide Company Formation | Offshore Banking | Tax Planning | Asset protection

General Terms and Condition

admin — Sat, 02 Jul 2011 08:14:52 +0000

Article 1: Scope

All relations, including future ones, between Incotrust on the one hand and the Client on the other hand, shall be subject to these General Terms and Conditions (the “GTC.”)
The provisions of these GTC shall apply to the extent that it is not otherwise provided for in any special conditions applying to specific Services provided to the Client.
Incotrust has specific product and/or service conditions (the “Product Conditions”) which shall apply when a Client uses/purchases/orders such products and/or services
Any other special conditions shall only apply after written agreement, by means of Agreement or otherwise, between Incotrust and the Client.
The applicability of general terms and conditions of the Client (or any other party) is expressly excluded.
Should, at any point in time, it prove to be that one or more of these GTC are invalid, than the other terms and conditions contained herein, shall remain in force between the parties.

Article 2: Definitions

In these GTC, the following definitions will apply, unless the context otherwise requires:

Advisor: Incotrust or an Affiliate, providing the Client with Advice.

Advice: information, given orally or in writing by the Advisor to the Client

Affiliate: any parent company, sister company, subsidiary, joint venture or business partner of Incotrust and, where applicable and confirmed by Incotrust to the Client, a sub-Agreement or of Incotrust

Agreement: any agreement, including but not limited to a Principal-Party Agreement between Incotrust and the Client

Client: A natural person or legal person, expressing the wish to enter into or having entered into an agreement with Incotrust.

Client Affiliate:
a parent company, sister company, subsidiary, joint venture or business partner of the Client

Due
Diligence: The process of assessment by Incotrust, including but not limited to the process by which it establishes whether the envisaged use of a Incotrsut Products by or in the interest of the Client and/or of its Beneficiaries is in line with the policies of Incotrust and/or otherwise in line with the principles of legitimate business and/or good governance. The process shall include but not be limited to a review in relation to AML and other international due diligence requirements.

Fees: The amounts charged by Incotrust to the Client either for its own Products or for services or work done on behalf of the Client, including, without limitation, legal services, accounting services and so forth.

GTC: The General Terms and Conditions of Incotrust

Incotrust: any legal entity of the Incotrust group including all its Affiliates, providing its services to a Client

Offer: the written offer issued by Incotrust to the Client, in which it states against which conditions (financial or otherwise) it is willing to provide Products to the Client, The validity of the Offer may be limited in time.

Products: any product or service offered by Incotrust to (potential) Clients.

Written
Request: The acceptance in writing (or by e-mail) of the Offer by the Client.

Article 3: Procedure

A Client may approach Incotrust to be informed about its Products. Unless informed otherwise, the Client shall not be charged for such information and an Advice following upon that information.
Costs of third parties will, in principle, always be charged to the Client. The Adviser nor the Arranger are under any obligation to supply such information or to give an Advice to the Client.
During the process of providing information, Incotrust may ask the Client to submit certain information regarding his person, his address(es), his present, previous or future business activities, in order to assess which, if any, Products might be advisable for the Client.
Incotrust will always apply its procedures to identify the Client properly. These procedures may include but are not limited to Know Your Customer procedures as demanded by supervisory authorities and/or in line with the standards in the industry.
The Client is required to supply a so-called Declaration of Intent, with regard to the kind of business and purposes of business he envisages to pursue using the Services of Incotrust.
The Client is required – to the satisfaction of Incotrust – to provide Incotrust with information about the origin or source of the funds (Source of Funds) used to obtain the Services of Incotrust, in accordance with procedures against anti-money laundering, illegal trade and financing.
Incotrust may depend on the validity of this information for its Due Diligence. Should, during this Due Diligence, it become obvious that such information is not only incorrect, but false, Incotrust may charge the Client for the costs of the process of Due Diligence, with a minimum of € 500, notwithstanding its right to terminate the relation with the Client immediately.

Article 4: Nature of Advice

Incotrust will give Advice to the Client to its best knowledge, thereby using its experience and expertise in the areas of law and taxes.
However, the suitability of Products for a specific Client may very much depend on circumstances relating to the Client, envisaged business activities and other issues that can neither be foreseen nor assessed by Incotrust.
Therefore the Client is at all times advised to consult his own accountant and/or legal advisor and/or tax advisor before entering into an Agreement. Furthermore, the Advice is based on the legislation and jurisprudence as known and reasonably foreseeable at the time the Advice is given. It does not constitute a warranty or a guarantee that either will remain unchanged.

Article 5: Use of the services of third parties

Incotrust shall be entitled to use the services of third parties when providing Products to the Client.
Incotrust shall not be liable for shortcomings of such third party, if it can prove it exercised due care in selecting them. In no case shall the liability of the bank exceed the liability of such third party to Incotrust and to the extent that actual recourse can be taken and received from such third party, nor shall it exceed the liability of Incotrust as set forth in Article 11.

Article 6: Offer

If and when the Client decides to act upon the Advice of Incotrust and requests an Offer, such Offer shall be issued to the Client. However, there is no legal obligation for Incotrust. The Offer will indicate a period of time during which the Offer is valid, no less than 10 working days and no more than 20 working days after its issuance.

Article 7: Written Request

1. The Client, upon receipt of such Offer, is under no legal obligation to accept the Offer. However, the Client warrants that before issuing a Written Request to Incotrust, he shall always do the following:

Determine whether he fully understands the Offer and the Structure and whether this is according to his wishes

Consider to consult his own advisers/suppliers in professional areas including without limitation legal, taxation and accounting
Read the Offer and these GTC in full detail, in order to understand the nature and the legal conditions set forth therein
Determine whether he has questions to be asked to Incotrus
Determine whether all the information he has submitted to Incotrust to date have been accurate, still are accurate and true

2. By issuing a Written Request to the Advisor and/or the Arranger, the Client declares unconditionally that he has done or has willingly and consciously has not done what is set forth in this Article 7 of the GTC.

3. A Written Request can be submitted by ordinary mail, email, facsimile or on-line, if the Product allows to do so.

Article 8: Agreement

1. Upon receipt of the Written Request, and the written confirmation thereof by the recipient, Incotrust and the Client have entered into an Agreement, in accordance with which the Client is obliged to pay to Incotrust the Fees related to the Products.
2. At the request of the Client, Incotrust may make a direct Offer to the Client, to save time. In such case the acceptance of the Client will be established by making the payment following the issuance of the Confirmation Sheet as set forth below.
3. In its confirmation (the “Confirmation Sheet”), Incotrust shall detail the nature and composition of Products to be provided, including the time schedule of the deliverables.
4. The Confirmation Sheet will include an invoice for payment, which is payable within 5 working days. Save for a case of gross negligence or wilful misconduct by Incotrust, such payment is not refundable
5. The Client will pay the remainder of the Fees immediately to Incotrust within the period of time set forth in the invoice that Incotrust will issue immediately upon receipt of the Written Request.
6. Should the Client fail to pay within that period, a contractual fine will be due, equal to 25% of the amount of the invoice, which is not subject to compensation or set-off by the Client and cannot be reduced by a court or arbiter.
7. Upon receipt of the full amount of the invoice, Incotrust will proceed to execute the Structure within 20 working days or such period as shall be agreed explicitly in writing.
8. In cases where Incotrust accepts an initial downpayment, the remainder shall be paid within the period set forth by Incotrust. If the Client is in default of such arrangement, he will be lioable to pay a contractual fine of no less than 25% to Incotrust, notwithstanding the right of Incotrust to suspend all Services till payment in full has taken place.

Article 9: Obligations of the Client

The Client warrants and guarantees to Incotrust that:

• all the information given at any time by him to Incotrust was correct when it was provided and was deemed to remain correct for the foreseeable period thereafter
• he has not engaged nor will engage in any illegal activities in any of his former, present or future business activities
• is not presently in a state of bankruptcy or suspension of payment
• has at present no conflict with (his national) tax authorities with regard to any special tax position identical or similar to the Structure
• he shall inform Incotrust immediately when a change of circumstances with regard to the information he has provided occurs
• he shall act in accordance with the instructions set forth in the Offer
• he shall not disclose the content of the discussions he had with the Advisor and/or the Arranger, unless he is under a legal obligation thereto
• he is personally liable to Incotrust to pay all the costs, fees and expenses that will come into existence by the acceptance of any obligation by e.g. a legal entity acquired as a service and/or the opening of bankaccounts.

Article 10: Guarantees and Warranties of Incotrust

Incotrust guarantees and warrants to the Client that:

• the information with regard to a Service given to the Client was correct as described in Article 4 of the GTC, is correct.
• the Products are provided in accordance with the description thereof, after receipt of the payment of the Fees
• It was entitled to give the Advice and to provide the Products in accordance with its own articles of association and the laws pertaining thereto
• it has all the licenses – if any – and authorisations – if any – required to give Advice, and offer the Services according to the laws of the Republic of Hong Kong and/or Mauritius.
• It will execute all the Products in accordance with their description and observing necessary due diligence
• It will inform the Client of any relevant (change) of legislation in relevant jurisdiction(s), which may be relevant to the Client and/or the Products provided to the Client.

Article 11: Liability of Incotrust

Incotrust is liable to the Client for breach of any of its obligations set forth in Article 10. However, the amount of the liability is limited to the Fees paid by the Client for the provision of the Products, in cases where the breach of obligations relates thereto, or the Fees for the provision of the Products invoiced, to the Client, to which the liability relates. In the event that Incotrust is insured against the (professional) liability in question, the liability will furthermore be restricted to the amount paid out by the insurer. The Seller will not be liable for any damage against which the Buyer is insured. Incotrust only accepts an extension of the liability to the extent that the breach of obligations is due to wilful misconduct or gross negligence on behalf of Incotrust. In such case the liability shall not exceed an amount of € 25.000 (twenty-five thousand Euro).
Incotrust will not at any time be liable for any indirect damage, including loss of profits, consequential damage, loss of savings and damage due to a standstill in business operations.

Article 12: Terms

1. The terms related to time(s) for providing a Product may not at any time be considered times of the essence, unless otherwise agreed explicitly in writing. Without prejudice to the definition set out in the law and in case law in any case, “force majeure” will be defined as any circumstance beyond the control of Incotrust that temporarily or permanently prevents fulfilment of the agreement, such as war or war risk, riots, whole or partial mobilisation, strikes, lack of raw materials, a delay in the supply of goods by suppliers, unforeseen circumstances within the company, transport difficulties, import and/or export restrictions, frost, fire, epidemics, acts of God and any other unforeseen impediments that make the manufacture or transport of the goods fully or partially impossible.
2. The provisions laid down in this Article will also apply in the event that the circumstances referred to occur in respect of plants, suppliers or other traders from which or whom Incotrust purchases goods or services.
3. In the event that Incotrust is prevented from fulfilling the agreement due to the force majeure referred to above, Incotrust will – at its discretion, and without any legal intervention being required – be entitled either to suspend performance until the circumstance which constitutes force majeure has ceased to exist, or to dissolve the agreement in whole or in part by means of sending a letter by registered mail, without being obliged to pay damages.

Article 13 Payment

1. Payment of any invoice after the first invoice issued by Incotrust must be made within 20 days of the date mentioned in the invoice, unless otherwise agreed in writing. Payment-related costs, such as fees charged by banks for remitting the amounts of invoices and the costs incurred in offering shipping documents, must be borne by the Client. The Client may invoke a set-off only if its counter-claim is acknowledged prior by Incotrust.
2. In case Incotrust is authorised as a signatory on a bank account in the name of the Client or a legal entity related to the Client, Incotrust is allowed to transfer any amounts due by the Client to Incotrust to an account of Incotrust, in case the Client has not made such payment himself in time. The Client is obliged to ensure that in such bank accounts there are always sufficient funds for making the required payments.

Article 14: Late Payment

1. If payment is not made within the stipulated term, the Client will be in default by operation of law and Incotrust will be entitled to charge interest at the statutory rate under Hong Kong law as applying to trade transactions, with a minimum of 8 % on a yearly basis.
2. The Client will further owe any reasonably necessary costs incurred in seeking out-of-court satisfaction. If collection is placed into the hands of an attorney at law, the costs owed by the Client will at least equal the then applicable suggestions and recommendations for a graduated collection rate for attorneys at law as fixed and published by the General Council of the Hong Kong Bar Association or, in the absence thereof, the Dutch Bar Association.

Article 15: Communication

The sending of messages to Incotrust by any electronic means will be at the Client’s risk. Incotrust will not be responsible or liable for the non-arrival, incomplete arrival or incorrect arrival of any message sent by electronic means.

Article 16: Confidentiality

Parties will be bound by the Non Disclosure Agreement (the “NDA”) that is attached to the GTC and form an integral part thereof. Breach of the conditions set forth therein by the Client, will allow Incotrust to suspend all Services, notwithstanding any rights given in the NDA itself.

Article 17: Officers of Incotrust

Incotrust shall determine how and by whom the Services will be executed. Incotrust is at all times authorised to substitute any officer for the provision of the Products, without being required to inform the Client. Any request by the Client to substitute an officer for provision of Products for the Client, shall be taken into consideration, without any obligation of the Incotrust to act thereupon.

Article 18 Applicable law and Competent courts

Unless agreed otherwise in writing, all disputes will be judged exclusively by the competent courts of the Republic of Hong Kong, in accordance with the applicable laws of the Republic of Hong Kong. Incotrust, however reserves the right to file any claim related to (late) payment of any Fees in the courts of the country of the Client and take any legal measures in relation thereto. In such case, the local court shall be competent in accordance with the laws of the country in question/

Article 19 Validity and Duration

The relation between Incotrust and the Client will be entered into for the period described in the Confirmation Sheet. Termination shall be governed by Article 26.

Article 20 Waiver of Rights

Any situation in which Incotrust does not make use of any of its rights under these GTC, shall not be constituted as a waiver for such rights in any other, future or present, situation. A waiver can be only be established for a specific event or situation by either: a written declaration thereto by Incotrust or by the passing of the period of time given for a claim related to such right for that specific event or situation.

Article 21 Notices

1. Any notice required or purported to be given under the Agreement or these GTC to any of the parties hereto by the other party shall be in writing and may be given by personal delivery or by post or transmitted by fax, telex or electronic mail to the respective address stated in the preamble to the relevant Agreement and/or in the Confirmation Sheet.
2. Any notice given as herein above provided to the respective address, shall, if given by post, be deemed received at the expiration of twelve days from the time it is given and if by personal delivery at the time of delivery and if by facsimile, telex or electronic mail shall be deemed received at the time of dispatch of the same. The Client shall be obliged to notify Incotrust if any change in his address or contact details as soon as they occur.
3. Any notice given to Incotrust shall be deemed received when sent by registered mail, or when otherwise advised.

Article 22 Indemnity

The Client undertakes and agrees to indemnify and keep Incotrust, and any person Incotrust may appoint or nominate to provide any part of the Products, fully indemnified at all times (both during the continuance of this Agreement and after the termination thereof) from and against all and any actions, proceedings, demands and claims which may be brought or made against Incotrust or any such person as aforesaid arising as a result of or in connection with or in consequence of any such appointment and in the course of providing the Products or any part thereof, on condition however that this indemnity shall not extend to the willful default of Incotrust or any such other person against whom a claim is made.

Article 23 Applicability

The Client recognises and accepts that Incotrust is, by entering into this Agreement, representing all and each one of the persons it may nominate or appoint, and it shall be applicable for the benefit of such persons save as otherwise specifically provided for herein.

Article 24 Representation and liability

1. The Client is obliged, to the extent that more than one natural person or legal entity is entering into the Agreement with Incotrust, to appoint one natural person (the “Representative”), who shall represent the Client in his relation with Incotrust.
2. In case of disputes between the parties who jointly form the Client, Incotrust will have the right to regard the Representative as the Client, unless proven differently by a valid document signed by all or a court order or verdict.
3. The natural persons or legal entities, who jointly form the Client are each individually liable towards Incotrust for the fulfilment of the obligations of the Client. Legal entities of Incotrust are, separate entities and not jointly liable for the fulfilment of obligations towards the Client or the constituting parties.
4. The Representative will be recorded in the Confirmation Sheet and will remain in this position till Incotrust has been notified of a change in writing and has acknowledged the receipt thereof.

Article 25 Change in the GTC

Incotrust may change the GTC as it deems fit from time to time. The GTC in place at the conclusion of an Agreement will remain in place between parties until the duration of the Agreement is over under the ten present Agreement.

Article 26 Termination of Agreement

1. Incotrust is, at its own discretion, to terminate any Agreement and/or other relation with the Client immediately in case:
a. the information provided by the Client as set forth in Article 3 is incorrect and/or false
b. the Client is engaged in any illegal activities
c. the Client has not paid any invoices from Incotrust within 30 working days after the due
date
2. In case of such termination, Incotrust is authorized to appoint the Client as a director of any legal entity provided to him by Incotrust.
3. The Client is allowed to terminate any Agreement and/or other relation with the Client after giving a two week notice, in case Incotrust fails and continues to fail to provide the Services as agreed between the parties.
4. In other cases than those of immediate termination, the Agreement, the Agreement cannot be terminated before the end date set forth in the Confirmation Sheet, unless the Client pays an early termination fee, as indicated by Incotrust.
5. Agreements shall be renewed for a period equal to the tenor of the Agreement set forth in the Confirmation Sheet, unless either party has given notice in writing that it does not wish to continue the Agreement, observing a notice period of not less than 3 months.
6. In case Incotrust makes us of its right to terminate the relation with the Client, all outstanding amounts payable by the Client will remain due.

Product Conditions Company Formation

admin — Sat, 02 Jul 2011 08:14:30 +0000

Article 1: Scope

These Product Conditions for Legal Structures and Entities(hereinafter: “CONDITIONS FOR LSE”) apply in any case where Incotrust provides a Client with one or more Legal Entities, whether or not these Legal Entities are separate and/or form a Structure. The CONDITIONS FOR LSE are “Product Conditions” in accordance with Article 1.3 of the General Terms and Conditions of Incotrust.

Article 2: Definitions

In these CONDITIONS FOR LSE, the following definitions will apply, unless the context otherwise requires:
Arranger
: Incotrust or any party acting in a similar role, who, at the Written Request of the Client will incorporate or have incorporated one or more legal entities including, without limitation, Limited Companies in the relevant jurisdiction(s), or legal entities in any other jurisdiction and structure the relations between such entities,

Company

: Any legal entity solely and/or being part of the Structure, after its incorporation and/or execution

Due Diligence

: The process of assessment by the Incotrust, including but not limited to the process by which it establishes whether the envisaged use of a Legal Entity and/or a Structure by or in the interest of the Client and/or of its Beneficiaries is in line with the policies of Incotrust and/or otherwise in line with the principles of legitimate business and/or good governance. The process shall include but not be limited to a review in relation to AML and other international due diligence requirements

Fees : The amounts charged by Incotrust to the Client and/or the Company for (the preparation of) the execution and/or maintenance of the Structure and for specific Services provided to the Company after the execution of the Structure, either for its own Services or for services or work done on behalf of the Client and/or the Company, including, without limitation, lawyer services, accounting services and so forth.

CONDITIONS
FOR LSE : These Product Conditions for Legal Structures and Entities

Incorporation : to incorporate or have incorporated or acquire one or more Legal Entities including, without limitation, Limited Companies in the United Kingdom, the Republic of Cyprus, or any other designated jurisdiction and the structuring of the relations between such entities.

Legal Entity : A legal person (as opposed to a natural person) in accordance with the laws of the land of its incorporation.

LSE Services : All the management, accounting, legal, secretarial and other work done by Incotrust for the Client and/or Legal Entities in the Structure, to the extent that such work is not explicitly included in the Fees charged for the execution of the Structure on behalf of the Client.

Shareholder : a person or legal entity holding shares in another Legal Entity

Structure : One or more Legal Entities of the equivalent thereof, put together by Incotrust on behalf of the Client following the Written Request by the Client, including the proper legal relations, agreements and document related thereto, in accordance with the Advice and/or the Offer. Where “Structure” is mentioned, this may apply to the entirety thereof or to one or more legal entities being part thereof.

UBO : The Client, or persons designated as such by the Client who are the Ultimate Beneficial Owner of the Legal Entities and/or the Structure

Article 3: Procedure

1. A Client may approach Incotrust to be informed about any Legal Entity, a Structure or other possibilities. Unless informed otherwise, the Client shall not be charged for such information and an Advice following upon that information.
2. Costs of third parties will, in principle, always be charged to the Client. Incotrust is under no obligation to supply such information or to give an Advice to the Client.
3. During the process of providing information, Incotrust may ask the Client to submit certain information regarding his person, his address(es), his present, previous or future business activities, in order to assess which, if any, Legal Entity and/or Structure might be advisable for the Client.
4. Incotrust may depend on the validity of this information for its Due Diligence. Should, during this Due Diligence, it become obvious that such information is not only incorrect, but false, Incotrust may charge the Client for the costs of the Due Diligence, with a minimum of € 500.

Article 4: Nature of Advice

1. Incotrust will give Advice to the Client to its best knowledge, thereby using its experience and expertise in the areas of law and taxes. However, the applicability of the most suitable Legal Entity or Structure for a specific Client may very much depend on circumstances relating to the Client, the envisaged business activities in the Structure and other issues that can neither be foreseen nor assessed by Incotrust.
2. Therefore the Client is at all times advised to consult his own accountant and/or legal advisor and/or tax advisor before entering into an Agreement. Furthermore, the Advice is based on the legislation and jurisprudence as known and reasonably foreseeable at the time the Advice is given. It does not constitute a warranty or a guarantee that either will remain unchanged.

Article 5: LSE Offer

An Offer for LSE Products shall always encompass:

• A summary of the nature of the envisaged enterprise and the goals pursued through it by the Client.
• A detailed description of the Legal Entity and/or the Structure including the Legal Entities that would be incorporated in such Structure and the roles they would fulfil therein
• An overview of the fees and costs involved at the time of incorporation, the yearly costs involved in maintaining the Structure after the first year and the costs per hour of Services that may be required during the existence of the Structure, at the price level valid at the time of the Offer
• A summary of possible acts or omissions of the Client, which are either required or inadvisable during the existence of the Structure
• A period of time during which the Offer is valid, no less than 10 working days and no more than 20 working days after its issuance.

Article 6: Written Request

The Client, upon receipt of such Offer, is under no legal obligation to accept the LSE Offer. However, the Client warrants that before issuing a Written Request to the Incotrust, he shall always do the following:

• Determine whether he fully understands the Offer and the Structure and whether this is according to his wishes
• Consider to consult his own advisers/suppliers in professional areas including without limitation legal, taxation and accounting
• Read the Offer and these CONDITIONS FOR LSE in full detail, in order to understand the nature and the legal conditions set forth therein
• Determine whether he has questions to be asked to Incotrust
• Determine whether all the information he has submitted to Incotrustto date have been accurate, still are accurate and true

By issuing a Written Request to the Incotrust, the Client declares unconditionally that he has done or has willingly and consciously not done what is set forth in this Article 6 of the CONDITIONS FOR LSE.

Article 7: Agreement

1. Upon receipt of the Written Request, and the written confirmation thereof by the recipient, Incotrust and the Client have entered into an Agreement, in accordance with which the Client is obliged to pay to Incotrust the Fees related to the Products.
2. At the request of the Client, Incotrust may make a direct Offer to the Client, to save time. In such case the acceptance of the Client will be established by making the payment following the issuance of the Confirmation Sheet as set forth below.
3. In its confirmation (the “Confirmation Sheet”), Incotrust shall detail the nature and composition of Products to be provided, including the time schedule of the deliverables.
4. The Confirmation Sheet will include an invoice for a down payment, which is payable within 5 working days. Save for a case of gross negligence or wilful misconduct by Incotrust, such down payment is not refundable
5. The Client will pay the remainder of the Fees immediately to Incotrust within the period of time set forth in the invoice that Incotrust will issue immediately upon receipt of the Written Request.
6. Should the Client fail to pay within that period, a contractual fine will be due, equal to 25% of the amount of the invoice, which is not subject to compensation or set-off by the Client and cannot be reduced by a court or arbiter.
7. Upon receipt of the full amount of the invoice, Incotrust will proceed to execute the Structure within 20 working days or such period as shall be agreed explicitly in writing.

Article 8: Obligations of the Client

The Client warrants and guarantees to Incotrust that:
• all the information given at any time by him to Incotrust was correct when it was provided and was deemed to remain correct for the foreseeable period thereafter
• he has not engaged nor will engage in any illegal activities in any of his former, present or future business activities
• is not presently in a state of bankruptcy or suspension of payment
• has at present no conflict with (his national) tax authorities with regard to any special tax position identical or similar to the Structure
• he shall inform Incotrust immediately when a change of circumstances with regard to the information he has provided occurs
• he shall act in accordance with the instructions set forth in the Offer
• he shall not disclose the content of the discussions he had with the Incotrust, unless he is under a legal obligation thereto

Article 9: Guarantees and Warranties of Incotrust

Incotrust, guarantees and warrants to the Client that:
• the information with regard to the Structure given to the Client was correct as described in Article 4 of these CONDITIONS FOR LSE
• the incorporation of the legal entities in the Structure has taken place in accordance with the description thereof, after receipt of a payment of no less than 40% (forty percent) of the Fees for the Structure and/or single legal entities
• it was entitled to give the Advice and to execute the Structure in accordance with its own articles of association and the laws pertaining thereto
• it has all the licenses – if any – and authorisations – if any – required to give Advice, execute a Structure and offer the Services according to the laws of the Republic of Cyprus or any other country from which the Services are offered.
• It will execute all the Services in accordance with their description and observing necessary due diligence
• It will inform the Client of any relevant (change) of legislation in the relevant jurisdiction(s), which may be relevant to the Client and/or the legal entities being part of the Structure executed for the Client.

Article 10: Guarantees and Warranties by the Client

The Client, guarantees and warrants to Incotrust and as a separate covenant with each person or Structure nominated by Incotrust who may from time to time be or act as director, alternate director, secretary, assistant secretary, manager or other officer or registered shareholder of the Structure (herein called “the Appointees” which expression shall include any of them) that:
:

• that any asset introduced, or caused to be introduced, to the Structure has been lawfully introduced and is not derived from, or otherwise connected with, any illegal activity;

• that the Structure will not be engaged or involved, directly or indirectly, in any unlawful activity or be used for any unlawful purpose; and the Client will Incotrust fully informed of all business to be transacted in the name of or for the account of the Structure; and that the Client will use his best endeavours to ensure that the Structure is run in an ethical, business-like manner and complies with all applicable laws and regulations;

• that no instructions given to Incotrust will require or involve any unlawful act or contain any falsehood or deception and that all information given will be accurate;

• that the Client will not use the Structure in any manner contrary to the intent or letter of any applicable code applicable to dealing in securities.

• The Client warrants and undertakes that he will at all times ensure and procure that the Structure is provided with sufficient funds to meet its obligations (actual, contingent and provisional) including the costs of any winding up procedure and will not cause or allow the Structure, whether by positive act or by default, to be unable to meet its debts and obligations as they become due.

• the Client will at all times guarantee the due payment and reimbursement by the Structure to Incotrust of all fees, disbursements and expenses in connection with the Services and generally the due discharge by the Structure of all its liabilities.

• the Client will, at all times, indemnify and keep indemnified Incotrust, its employees, any Structure under its direct or indirect control and their directors or employees, and the Appointees from and against all actions, suits, proceedings, claims, demands, costs, expenses and liabilities whatsoever which may arise or occur or be taken, commenced, made or sought from or against the Arranger and/or Advisor and/or Provider or the Appointees in connection with or arising from the Services save and except for any fraudulent or grossly negligent act or omission on the part of Incotrust.

• he shall not, without the prior knowledge of Incotrust issue or concur in the issuing of any debentures or loan stock by the Company or grant any options to subscribe for shares or debentures of the Company which carry the right of conversion into shares other than shares held by the Client.
• at all times the objectives and activities of the Client in relation to the Structure shall be lawful in any country or jurisdiction where they are or will be carried on.
• The Client warrants that diligent inquiry has been made prior to any instructions given at any time by the Client to Incotrust, to determine they shall be lawful and will not infringe rights of any third party or the rights of any person who has or may at any time have any valid and binding agreement with the Structure.

In the event that:-

(a) (i) any demand is made against the Structure for payment due by the Structure to any person including without prejudice to the generality of the foregoing any taxes, duties, fees or other governmental or state impositions or

(ii) Incotrust requires any instructions from the Client; and,

(b) Incotrust has been unable to obtain any instructions at all or instructions which Incotrust in its absolute discretion considers adequate and proper;

then subject as hereinafter provided Incotrust may proceed in any one or more of the following ways:-

(i) take no further action on a particular matter,

(ii) take no further action at all in relation to the Structure,

(iii) utilise any assets of the Structure in or towards the satisfaction of any such demand,

(iv) have the Structure dissolved;

(v) transfer all or any shares in or capital of or other interest in the Structure into the name of the Client,

PROVIDED THAT Incotrust shall have given to the Client notice that the provisions of this Article shall apply and unless within the period stated in such notice the Client has taken such action as shall therein be specified.

Article 11: Liability of Incotrust

Incotrust is, each for his own part and not jointly, liable to the Client for breach of any of its obligations set forth in Article 9. However, the amount of the liability is limited to the Fees paid by the Client for the execution and maintenance of the Structure, in cases where the breach of obligations relates thereto, or the Fees for the provision of the Services invoiced, to the Client, to which the liability relates. In the event that Incotrust is insured against the(professional) liability in question, the liability will furthermore be restricted to the amount paid out by the insurer. The Seller will not be liable for any damage against which the Buyer is insured. Incotrust only accept an extension of the liability to the extent that the breach of obligations is due to wilful misconduct or gross negligence on behalf of the Incotrust. In such case the liability shall not exceed an amount of € 50.000 (fifty thousand Euro).
Incotrust will not at any time be liable for any indirect damage, including loss of profits, consequential damage, loss of savings and damage due to a standstill in business operations.

Article 12: Terms

The time(s) for executing a Structure may not at any time be considered times of the essence, unless otherwise agreed explicitly in writing. Without prejudice to the definition set out in the law and in case law in any case, “force majeure” will be defined as any circumstance beyond Incotrust control that temporarily or permanently prevents fulfilment of the agreement, such as war or war risk, riots, whole or partial mobilisation, strikes, lack of raw materials, a delay in the supply of goods by suppliers, unforeseen circumstances within the company, transport difficulties, import and/or export restrictions, frost, fire, epidemics, acts of God and any other unforeseen impediments that make the manufacture or transport of the goods fully or partially impossible. The provisions laid down in this Article will also apply in the event that the circumstances referred to occur in respect of plants, suppliers or other traders from which or whom Incotrust purchases goods or services. In the event that Incotrust is prevented from fulfilling the agreement due to the force majeure referred to above, Incotrust will – at its discretion, and without any legal intervention being required – be entitled either to suspend performance until the circumstance which constitutes force majeure has ceased to exist, or to dissolve the agreement in whole or in part by means of sending a letter by registered mail, without being obliged to pay damages.

Article 13: Payment

Payment of any invoice issued by Incotrust must be made within 30 days of the date of the invoice, unless otherwise agreed in writing. Payment-related costs, such as fees charged by banks for remitting the amounts of invoices and the costs incurred in offering shipping documents, must be borne by the Client. The Client may invoke a set-off only if its counter-claim is acknowledged prior by Incotrust.

Article 14: Late Payment

If payment is not made within the stipulated term, the Client will be in default by operation of law and Incotrust will be entitled to charge interest at the statutory rate under Cypriot law as applying to trade transactions, with a minimum of 8 % on a yearly basis. The Client will further owe any reasonably necessary costs incurred in seeking out-of-court satisfaction. If collection is placed into the hands of an attorney at law, the costs owed by the Client will at least equal the then applicable suggestions and recommendations for a graduated collection rate for attorneys at law as fixed and published by the General Council of the Cypriot Bar Association or, in the absence thereof, the Dutch Bar Association.

Article 15: Communication

Article 16: Confidentiality

Parties will be bound by the Non Disclosure Agreement (the “NDA”) that is attached to the CONDITIONS FOR LSE and form an integral part thereof. Breach of the conditions set forth therein by the Client, will allow Incotrust to suspend all services, notwithstanding any rights given in the NDA itself.

Article 17: Officers of Incotrust

Incotrust shall determine how and by whom the Services will be executed. Incotrust is at all times authorised to substitute any officer for the execution of the Services, without being required to inform the Client. Any request by the Client to substitute an officer for the execution of Services for the Client, shall be taken into consideration, without any obligation of the Incotrust to act thereupon.

Article 18 Applicable law and Competent courts

Unless agreed otherwise in writing, all disputes will be judged exclusively by the competent courts of the Republic of Cyprus, in accordance with the applicable laws of the Republic of Cyprus.

Article 19 Validity and Duration

1. When a Structure is created or parties have entered into a contract for any (other) Services, the tenor of the relation shall be recorded. Fees are related to the envisages duration of the relation between the Client and Incotrust in any capacity. The discount deemed to be included in a duration for a longer period shall become null and void and the Client will be liable to pay the full Fees for the shorter period as defined in the annex to the contract.
2. During the first year after the Structure has been executed, the Fees will apply for the Services, as they were mentioned in the Offer. After the first year, Incotrust may change the Fees at any point in time, after given written notice to the Client at least 10 working days before the change.
3. Incotrust will continue to provide the Services to the Client unless one of the following events occurs:
- After the execution of the Structure, information provided by the Client proves to be and have been false
- The line of business pursued by the Client using a legal entity in the Structure, is illegal
- The Client does not pay two invoices in a row within the period set forth therein
- The Client breaches the Confidentiality clause in article 16

4. If any of these events occur, Incotrust may terminate the provision of the Services immediately, whilst issuing a notice thereof to the Client immediately, unless the Client can prove to Incotrust, who will assess such proof at its own discretion, that such events actually have not occurred.
5. The Client may, after having paid all the outstanding invoices, terminate the contractual relation with Incotrust at any time, by sending a letter by registered mail to the Incotrust. Such termination shall only have effect, if the non-discounted Fees as referred to in paragraph 1 of this Article 19, have been paid in full.

Article 20 Call and Put Options

1. The Client is entitled, at any time and in his sole discretion, to require that the ownership of shares of entities in the Structure, is transferred to him or a designated third party by him. Such transfer shall take place within 3 working days after the receipt of the written request by the appropriate party, provided that the Client shall have paid all Fees outstanding, including Fees that become payable during such three day period. The Client shall not receive restitution for parts of a year for which the full annual Fee already has been paid.
2. Incotrust who is actually managing the entities in a Structure is, at all times, allowed to transfer the ownership of the shares of such entities to the Client. The Client herewith declares that he will accept such transfer without delay. A transfer under this clause shall take effect immediately, if the right is exercised in relation to an unlawful activity of the Client or a serious default of the Client in relation to any of his (other) obligations. In such case no restitution of annual Fees shall take place. The Client shall, upon acquiring a structure, sign a document as provided by Incotrust, to sign over/inform the proper registrar/authorities of the transfer of shares and/or directorship.
3. In any other case, such transfer will take place after the Client has had an opportunity to find another Provider or designated party to whom the ownership shall be transferred. The period for finding such alternative shall be six weeks. Restitution of annual Fees shall take place pro rato parte.
4. In the cases set forth in paragraph 1 of this Article 21, the Client has to pay a transfer fee of € 125 per legal entity with a minimum of € 500 per Structure before the transfer can take place.
5. In the case set forth in paragraph 2 of this Article 21, the Client has to pay a transfer fee of € 125 per legal entity with a minimum of € 500 per structure when the transfer has taken place.
6. Any out-of-pocket expenses in relation to the exercise of a Call or Put Option shall be borne by the Client.

Article 21 Waiver of Rights

Any situation in which Incotrust does not make use of any of its rights under these CONDITIONS FOR LSE, shall not be constituted as a waiver for such rights in any other, future or present, situation. A waiver can be only be established for a specific event or situation by either: a written declaration thereto by Incotrust or by the passing of the period of time given for a claim related to such right for that specific event or situation.

Article 22 Notices

Any notice required or purported to be given under the Agreement or these CONDITIONS FOR LSE to any of the parties hereto by the other party shall be in writing and may be given by personal delivery or by post or transmitted by fax, telex or electronic mail to the respective address stated in the preamble to this Agreement, if addressed to Incotrust or to the Address stated in the Schedule hereto if addressed to the Client or to such other address which may from time to time be notified by each party to the other.

Any notice given as herein above provided to the respective address, shall, if given by post, be deemed received at the expiration of twelve days from the time it is given and if by personal delivery at the time of delivery and if by facsimile, telex or electronic mail shall be deemed received at the time of dispatch of the same. The Client shall be obliged to notify Incotrust of any change in his address or contact details as soon as they occur. Any notice given to Incotrust shall be deemed received when sent by registered mail, or when otherwise advised.

Article 23 Indemnity

The Client undertakes and agrees to indemnify and keep Incotrust, and any person or Structure Incotrust may appoint or nominate to perform any part of the Services, fully indemnified at all times (both during the continuance of this Agreement and after the termination thereof) from and against all and any actions, proceedings, demands and claims which may be brought or made against Incotrust or any such person as aforesaid (or against any parent, subsidiary or associated Structure of Incotrust) arising as a result of or in connection with or in consequence of any such appointment and in the course of performing the Services or any part thereof, on condition however that this indemnity shall not extend to the willful default of Incotrust or any such other person against whom a claim is made.

Article 24 Applicability

The Client recognises and accepts that Incotrust is, by entering into this Agreement, representing all and each one of the persons it may nominate or appoint, including the Appointees to perform the Services and it shall be applicable for the benefit of such persons save as otherwise specifically provided for herein.

Article 25 Representation and liability

The Client is obliged, to the extent that more than one natural person or legal entity is entering into the Agreement with Incotrust, to appoint one natural person who shall represent the Client vis Incotrust (the “Representative”). In case of disputes between the parties who jointly form the Client, Incotrust will have the right to regard the Representative as the Client, unless proven differently by a valid document signed by all or a court order or verdict.
The natural persons or legal entities, who jointly form the Client are each individually liable towards Incotrust for the fulfilment of the obligations of the Client. Incotrust are, to the extent that they are not the same, separate entities and not jointly liable for the fulfilment of obligations towards the Client or the constituting parties.

Product Conditions Virtual Office

admin — Sat, 02 Jul 2011 08:13:56 +0000

Article 1: Scope

These Product Conditions for a Virtual Office (hereinafter: “CONDITIONS FOR VO”) apply in any case where Inco Trust provides a Client with one a Virtual Office. The CONDITIONS FOR VO are “Product Conditions” in accordance with Article 1.3 of the General Terms and Conditions of Inco Trust.

Article 2: Definitions

In these CONDITIONS FOR VO, the following definitions will apply, unless the context otherwise requires:

Communication Services: Services such as a remote receptionist, a virtual assistant, answering services/call center and voicemail.

Space Services: Services such as a postal address, a professional address, reception courtesies, places for business meetings

CONDITIONS
FOR VO: These Product Conditions for a Virtual Office
Fees: The amounts charged by Inco Trust to the Client and/or the Company for (the preparation of) the execution and/or maintenance of the Structure and for specific Services provided to the Company after the execution of the Structure, either for its own Services or for services or work done on behalf of the Client and/or the Company, including, without limitation, lawyer services, accounting services and so forth.

Virtual Office: the provision of Communication Services and Space Services by Inco Trust to the Client as agreed from time to time on a Confirmation Sheet VO.

VO Services: The Communications Services and Space Services provided to the Client.

Article 3: Procedure

1. A Client may approach Inco Trust to be informed about a Virtual Office to be provided.
2. During the process of providing information, Inco Trust may ask the Client to submit certain information regarding his person, his address(es), his present, previous or future business activities, in order to assess whether a Virtual Office is desirable for the Client and whether Inco Trust is willing to provide it.

Article 4: VO Offer

An Offer for VO Products shall always encompass:

•   A summary of the nature of the envisaged enterprise and the goals pursued through it by the Client.
•   A detailed description of the VO Services that will be provided
•   An overview of the fees and costs involved at the price level valid at the time of the Offer
•   A summary of possible acts or omissions of the Client, which are either required or inadvisable during the existence of the Structure
•   A period of time during which the Offer is valid, no less than 10 working days and no more than 20 working days after its issuance.

Article 5: Client response

The Client, upon receipt of such Offer, is under no legal obligation to accept the VO Offer. However, the Client warrants that before accepting the VO Offer, he shall always do the following:

•   Determine whether he fully understands the Offer and whether this is according to his wishes
•   Read the Offer and these CONDITIONS FOR VO in full detail, in order to understand the nature and the legal conditions set forth therein
•   Determine whether he has questions to be asked to Inco Trust
•   Determine whether all the information he has submitted to Inco Trust to date have been accurate, still are accurate and true

The Client can inform Inco Trust that he accepts the VO Offer by email or any other form as described in the Offer.

Article 6: Agreement

1.   Upon acceptance of the VO Offer , Inco Trust and the Client have entered into an Agreement, in accordance with which the Client is obliged to pay to Inco Trust the Fees related to the Products.
2.   In its confirmation (the “Confirmation Sheet”), Inco Trust shall detail the nature and composition of Products to be provided, including the time schedule of the deliverables.
3.   The Confirmation Sheet will include an invoice for the payment, which is payable within 5 working days. Save for a case of gross negligence or wilful misconduct by Inco Trust, such payment is not refundable
4.   Upon receipt of the full amount of the invoice, Inco Trust will proceed to commence to provide the VO Services within 20 working days or such period as shall be agreed explicitly in writing.

Article 7: Obligations of the Client

The Client warrants and guarantees to Inco Trust that:
•   all the information given at any time by him to Inco Trust was correct when it was provided and was deemed to remain correct for the foreseeable period thereafter
•   he has not engaged nor will engage in any illegal activities in any of his former, present or future business activities
•   is not presently in a state of bankruptcy or suspension of payment
•   he shall inform Inco Trust immediately when a change of circumstances with regard to the information he has provided occurs
•   he shall act in accordance with the instructions set forth in the Offer

Article 8: Guarantees and Warranties of Inco Trust

Inco Trust, guarantees and warrants to the Client that: the information with regard to the Virtual Office given to the Client was correct as described in Article 4 of these CONDITIONS FOR VO

Article 9: Guarantees and Warranties by the Client

The Client, guarantees and warrants to Inco Trust and as a separate covenant with each person or Structure nominated by Inco Trust who may from time to time be or act as director, alternate director, secretary, assistant secretary, manager or other officer or registered shareholder of the Structure (herein called “the Appointees” which expression shall include any of them) that:

• that no instructions given to Inco Trust will require or involve any unlawful act or contain any falsehood or deception and that all information given will be accurate;

• that the Client will not use the Structure in any manner contrary to the intent or letter of any applicable code applicable to dealing in securities.

• the Client will at all times guarantee the due payment and reimbursement by the company for which the VO Services are provided

• the Client will, at all times, indemnify and keep indemnified Inco Trust, its employees, any Structure under its direct or indirect control and their directors or employees, and the Appointees from and against all actions, suits, proceedings, claims, demands, costs, expenses and liabilities whatsoever which may arise or occur or be taken, commenced, made or sought from or against the Inco Trust in connection with or arising from the Services save and except for any fraudulent or grossly negligent act or omission on the part of Inco Trust.

Article 10: Liability of Inco Trust

Inco Trust is, each for his own part and not jointly, liable to the Client for breach of any of its obligations set forth in Article 9. However, the amount of the liability is limited to the Fees paid by the Client for provision of VO Services, in cases where the breach of obligations relates thereto, or the Fees for the provision of the Services invoiced, to the Client, to which the liability relates. In the event that Inco Trust is insured against the (professional) liability in question, the liability will furthermore be restricted to the amount paid out by the insurer. The Seller will not be liable for any damage against which the Buyer is insured. Inco Trust only accepts an extension of the liability to the extent that the breach of obligations is due to wilful misconduct or gross negligence on behalf of Inco Trust. In such case the liability shall not exceed an amount of € 50.000 (fifty thousand Euros).
Inco Trust will not at any time be liable for any indirect damage, including loss of profits, consequential damage, loss of savings and damage due to a standstill in business operations.

Article 11: Terms

The time(s) for executing a Structure may not at any time be considered times of the essence, unless otherwise agreed explicitly in writing. Without prejudice to the definition set out in the law and in case law in any case, “force majeure” will be defined as any circumstance beyond Inco Trust control that temporarily or permanently prevents fulfilment of the agreement, such as war or war risk, riots, whole or partial mobilisation, strikes, lack of raw materials, a delay in the supply of goods by suppliers, unforeseen circumstances within the company, transport difficulties, import and/or export restrictions, frost, fire, epidemics, acts of God and any other unforeseen impediments that make the manufacture or transport of the goods fully or partially impossible. The provisions laid down in this Article will also apply in the event that the circumstances referred to occur in respect of plants, suppliers or other traders from which or whom Inco Trust purchases goods or services. In the event that Inco Trust is prevented from fulfilling the agreement due to the force majeure referred to above, Inco Trust will – at its discretion, and without any legal intervention being required – be entitled either to suspend performance until the circumstance which constitutes force majeure has ceased to exist, or to dissolve the agreement in whole or in part by means of sending a letter by registered mail, without being obliged to pay damages.

Article 12: Payment

Payment of any invoice issued by Inco Trust must be made within 30 days of the date of the invoice, unless otherwise agreed in writing. Payment-related costs, such as fees charged by banks for remitting the amounts of invoices and the costs incurred in offering shipping documents, must be borne by the Client. The Client may invoke a set-off only if its counter-claim is acknowledged prior by Inco Trust.

Article 13: Late Payment

If payment is not made within the stipulated term, the Client will be in default by operation of law and Inco Trust will be entitled to charge interest at the statutory rate under Cypriot law as applying to trade transactions, with a minimum of 8 % on a yearly basis. The Client will further owe any reasonably necessary costs incurred in seeking out-of-court satisfaction. If collection is placed into the hands of an attorney at law, the costs owed by the Client will at least equal the then applicable suggestions and recommendations for a graduated collection rate for attorneys at law as fixed and published by the General Council of the Hong Kong Bar Association or, in the absence thereof, the Dutch Bar Association.

Article 14: Communication

The sending of messages to Inco Trust by any electronic means will be at the Client’s risk. Inco Trust will not be responsible or liable for the non-arrival, incomplete arrival or incorrect arrival of any message sent by electronic means.

Article 15: Confidentiality

Parties will be bound by the Non Disclosure Agreement (the “NDA”) that is attached to the CONDITIONS FOR VO and form an integral part thereof. Breach of the conditions set forth therein by the Client, will allow Inco Trust to suspend all services, notwithstanding any rights given in the NDA itself.

Article 16: Officers of Inco Trust

Inco Trust shall determine how and by whom the Services will be executed. Inco Trust is at all times authorised to substitute any officer for the execution of the Services, without being required to inform the Client. Any request by the Client to substitute an officer for the execution of Services for the Client, shall be taken into consideration, without any obligation of the Inco Trust to act thereupon.

Article 17 Applicable law and Competent courts

Unless agreed otherwise in writing, all disputes will be judged exclusively by the competent courts of Hong Kong (PRC), in accordance with the applicable laws of the Republic of Hong Kong.

Article 18 Waiver of Rights

Any situation in which Inco Trust does not make use of any of its rights under these CONDITIONS FOR VO, shall not be constituted as a waiver for such rights in any other, future or present, situation. A waiver can be only be established for a specific event or situation by either: a written declaration thereto by Inco Trust or by the passing of the period of time given for a claim related to such right for that specific event or situation.

Article 19 Notices

Any notice required or purported to be given under the Agreement or these CONDITIONS FOR VO to any of the parties hereto by the other party shall be in writing and may be given by personal delivery or by post or transmitted by fax, telex or electronic mail to the respective address stated in the preamble to this Agreement, if addressed to Inco Trust or to the Address stated in the Schedule hereto if addressed to the Client or to such other address which may from time to time be notified by each party to the other.

Any notice given as herein above provided to the respective address, shall, if given by post, be deemed received at the expiration of twelve days from the time it is given and if by personal delivery at the time of delivery and if by facsimile, telex or electronic mail shall be deemed received at the time of dispatch of the same. The Client shall be obliged to notify Inco Trust of any change in his address or contact details as soon as they occur. Any notice given to Inco Trust shall be deemed received when sent by registered mail, or when otherwise advised.

Article 20 Indemnity

The Client undertakes and agrees to indemnify and keep Inco Trust, and any person or Structure Inco Trust may appoint or nominate to perform any part of the Services, fully indemnified at all times (both during the continuance of this Agreement and after the termination thereof) from and against all and any actions, proceedings, demands and claims which may be brought or made against Inco Trust or any such person as aforesaid (or against any parent, subsidiary or associated Structure of Inco Trust) arising as a result of or in connection with or in consequence of any such appointment and in the course of performing the Services or any part thereof, on condition however that this indemnity shall not extend to the willful default of Inco Trust or any such other person against whom a claim is made.

Article 21 Applicability

The Client recognises and accepts that Inco Trust is, by entering into this Agreement, representing all and each one of the persons it may nominate or appoint, to perform the Services and it shall be applicable for the benefit of such persons save as otherwise specifically provided for herein.

Article 22 Representation and liability

The Client is obliged, to the extent that more than one natural person or legal entity is entering into the Agreement with Inco Trust, to appoint one natural person who shall represent the Client vis Inco Trust (the “Representative”). In case of disputes between the parties who jointly form the Client, Inco Trust will have the right to regard the Representative as the Client, unless proven differently by a valid document signed by all or a court order or verdict.
The natural persons or legal entities, who jointly form the Client are each individually liable towards Inco Trust for the fulfilment of the obligations of the Client. Inco Trust are, to the extent that they are not the same, separate entities and not jointly liable for the fulfilment of obligations towards the Client or the constituting parties.

Product Conditions Bank Account

admin — Sat, 02 Jul 2011 08:13:03 +0000

Article 1: Scope

These Product Conditions for Bank Accounts (hereinafter: “CONDITIONS FOR BA”) apply in any case where Incotrust provides a Client with one or more bank accounts with banks in the world . The CONDITIONS FOR BA are “Product Conditions” in accordance with Article 1.3 of the General Terms and Conditions of Incotrust.

Article 2: Definitions

In these CONDITIONS FOR BA, the following definitions will apply, unless the context otherwise requires:

Bank Account:a (current) account held with a bank in designated jurisdictions in the world
Bank:   a legal institution under the laws of the country of its incorporation, which is supervised by the relevant authorities and which is maintaining accounts, deposits and loans on behalf of its clients.
Due Diligence:The process of assessment by the Incotrust, including but not limited to the process by which it establishes whether the envisaged use of a Legal Entity and/or a Structure by or in the interest of the Client and/or of its Beneficiaries is in line with the policies of Incotrust and/or otherwise in line with the principles of legitimate business and/or good governance. The process shall include but not be limited to a review in relation to AML and other international due diligence requirements
Fees:   The amounts charged by Incotrust to the Client and/or a Company related to the Client for the introduction of the Client to a Bank or for services or work done on behalf of the Client and/or the Company, in relation thereroincluding, without limitation, lawyer services, accounting services and so forth.
CONDITIONS
FOR BA:   These Product Conditions for Bank Accounts
BA Services:   The introduction to a Bank and any legal, secretarial and other work done by Incotrust for the Client in relation to such Bank Account

Article 3: Procedure

1.   A Client may approach Incotrust to be introduced to a bank in a jurisdiction as offered by Incorust. Unless informed otherwise, the Client shall not be charged for general information about opening bank account.
2.   Incotrust, will inform the Client about the opening procedure, which will include the regular Know Your Client/due diligence process of the Bank and of Incotrust.
3.   The Client will give full cooperation to these matters and will provide the required information in accordance with the requirements of the applicable laws.s
4.   Costs of third parties will, in principle, always be charged to the Client. Incotrust is under no obligation to supply such information or to give an Advice to the Client.
5.   During the process of providing information, Incotrust may ask the Client to submit certain information regarding his person, his address(es), his present, previous or future business activities, in order to assess which, if any bank accounts in which jurisdiction might be advisable for the Client.
6.   Incotrust may depend on the validity of information provided by the Client for its Due Diligence. Should, during this Due Diligence, it become obvious that such information is not only incorrect, but false, Incotrust may charge the Client for the costs of the Due Diligence, with a minimum of € 500.

Article 4: Decision

The Bank is the sole party who has the authority whether or not to open a Bank Account for the Client. The Client cannot make any claim of whatever nature towards Incotrust if the Bank refuses to do so.

Article 5: Decision process by the Client

The Client, before actually opening a Bank Account with a Bank shall always do the following:

•   Determine whether he fully understands the terms and conditions of the Bank
•   Consider to consult his own advisers/suppliers in professional areas including without limitation legal, taxation and accounting
•   Read these CONDITIONS FOR BA in full detail, in order to understand the nature and the legal conditions set forth therein
•   Determine whether he has questions to be asked to Incotrust
•   Determine whether all the information he has submitted to Incotrust to date have been accurate, still are accurate and true

Article 6: Agreement

1.   The opening and operation of a Bank Account will constitute an agreement between the Bank and the Client or a designated Legal Entity as set forth in the CONDITIONS FOR LSE of Incotrust (“the Legal Entity”).
2.   The Client and/or the Legal Entity are solely responsible for compliance with the obligations under the agreement mentioned above.
3.   The financial obligations of the Client towards Incotrust in relation to a Bank Account are limited to the payment of the introduction fee to Incotrust.
4.   In certain situations, the Client and/or the designated Legal Entity may be requested to provide Incotrust with signatory powers over a Bank Account. The terms and conditions therefore will be governed by relevant Product Conditions and the GTC.
5.   .

Article 7: Obligations of the Client

The Client warrants and guarantees to Incotrust that:
•   all the information given at any time by him to Incotrust was correct when it was provided and was deemed to remain correct for the foreseeable period thereafter
•   he has not engaged nor will engage in any illegal activities in any of his former, present or future business activities
•   is not presently in a state of bankruptcy or suspension of payment
•   has at present no conflict with (his national) tax authorities with regard to any special tax position identical or similar to the Structure
•   he shall inform Incotrust immediately when a change of circumstances with regard to the information he has provided occurs
•   he shall act in accordance with the instructions set forth in the Offer
•   he shall not disclose the content of the discussions he had with the Incotrust, unless he is under a legal obligation thereto

Article 8: Guarantees and Warranties of Incotrust

Incotrust, guarantees and warrants to the Client that:
• it has all the licenses – if any – and authorisations – if any – required to offer the Services according to the laws of the Republic of Cyprus or any other country from which the Services are offered.
• It will execute all the Services in accordance with their description and observing necessary due diligence

Article 9: Payment

Article 10: Late Payment

If payment is not made within the stipulated term, the Client will be in default by operation of law and Incotrust will be entitled to charge interest at the statutory rate under Cypriot law as applying to trade transactions, with a minimum of 8 % on a yearly basis. The Client will further owe any reasonably necessary costs incurred in seeking out-of-court satisfaction. If collection is placed into the hands of an attorney at law, the costs owed by the Client will at least equal the then applicable suggestions and recommendations for a graduated collection rate for attorneys at law as fixed and published by the General Council of the Hong Kong Bar Association or, in the absence thereof, the Dutch Bar Association.

Article 11: Communication

Article 12: Confidentiality

Parties will be bound by the Non Disclosure Agreement (the “NDA”) that is attached to the CONDITIONS FOR BA and form an integral part thereof. Breach of the conditions set forth therein by the Client, will allow Incotrust to suspend all services, notwithstanding any rights given in the NDA itself.

Article 13: Officers of Incotrust

Article 14 Applicable law and Competent courts

Unless agreed otherwise in writing, all disputes will be judged exclusively by the competent courts of the Hong Kong, in accordance with the applicable laws of the Hong Kong.

Article 15 Waiver of Rights

Any situation in which Incotrust does not make use of any of its rights under these CONDITIONS FOR BA, shall not be constituted as a waiver for such rights in any other, future or present, situation. A waiver can be only be established for a specific event or situation by either: a written declaration thereto by Incotrust or by the passing of the period of time given for a claim related to such right for that specific event or situation.

Article 16 Notices

Any notice required or purported to be given under the Agreement or these CONDITIONS FOR BA to any of the parties hereto by the other party shall be in writing and may be given by personal delivery or by post or transmitted by fax, telex or electronic mail to the respective address stated in the preamble to this Agreement, if addressed to Incotrust or to the Address stated in the Schedule hereto if addressed to the Client or to such other address which may from time to time be notified by each party to the other.

Article 17 Indemnity

Article 18 Applicability

Article 19 Representation and liability

The Client is obliged, to appoint one natural person who shall represent the Client vis Incotrust (the “Representative”) and the Bank. In case of disputes between the parties who jointly form the Client, Incotrust will have the right to regard the Representative as the Client, unless proven differently by a valid document signed by all or a court order or verdict.

Ireland comes with new tax haven plan

admin — Wed, 21 Jan 2009 11:21:05 +0000

Islands off the coast of the Republic of Ireland could soon be competing with the Isle of Man, by going tax-free.

The Gaeltacht Authority, which is responsible for the economic, social and cultural development of the Irish-speaking area of the country, has proposed the radical plan to the Commission on Taxation.

The Authority says a special taxation incentive scheme could be introduced in the counties of Donegal, Mayo, Galway and Cork.

One part of the scheme would see people living on the islands for at least six months each year could earn 100,000 Euros a year tax free for 10 years.

The plans have yet to be considered by the Irish government.

OECD: ‘High taxes reduce productivity’

admin — Fri, 16 Jan 2009 15:22:14 +0000

This month the Organization for Economic Cooperation and Development surprised many by stating tax reductions would stimulate the economy. Some even called the OECD a ‘schizophrenic organisation’.

In 1998 the OECD published its “harmful tax competition” initiative which started the combat against low-tax jurisdictions.
However, the last 2 weeks the OECD has published 2 reports in which it explicitly notes that lower corporate tax rates lead to a Laffer Curve effect, thus economic activity.

The OECD published a fiscal survey of Japan last week, in which it states: “A cut in Japan’s rate would likely give a boost to growth by attracting more international flows of capital to Japan and providing an incentive for firms to invest more”.

Fiscal policy seems to be a favoured lever for jump-starting better economic performance, but it’s quite a surprise to hear this from the OECD.

One of OECD’s economist published a report this week, regarding the correlation between the tax rates and productivity:

“Taxes can have an effect on countries’ material living standards by affecting the determinants of GDP per capita – labour, capital and productivity. For instance, by distorting factor prices and returns to market activities, they can alter households’ labour supply decisions and incentives to enrol in higher education, as well as firms’ incentives to invest and to hire employees, and thus, lead to an inefficient allocation of factor inputs and lower productivity. …The findings of this paper suggest that taxes have an adverse effect on industry-level investment. In particular, corporate taxes reduce investment by increasing the user cost of capital. …The paper finds new evidence that both personal and corporate income taxes have a negative effect on productivity. …High top marginal personal income tax rates are found to impede long-run productivity working through the channel of entrepreneurial activity and this effect is estimated to be stronger the higher the entrepreneurial activity is in an industry. …The results also support the assumption that social security contributions have a negative influence on TFP and that this effect is more pronounced in industries that are characterised by high labour intensity”.

The OECD blamed inaccurate reading of its work on low tax jurisdictions for the accusations to be ‘schizophrenic’ or ‘a multi headed beast’.

“What we are trying to combat are the so-called “harmful tax practices”, an organisation spokesperson said, “such as lack of transparency and refusal to exchange information that enable individuals and companies to take advantage of low- or no-tax jurisdictions to evade tax that should be in the jurisdictions where they are liable for tax.”

Corporate tax rates fall worldwide

admin — Fri, 05 Dec 2008 14:42:20 +0000

KPMG International recently published the results of the Corporate and Indirect tax rate survey of 2008. The survey covers 106 countries, including 30 OECD member countries and all 27 EU members. Tax havens like Mauritius, United Arab Emirates, and the Cayman Islands were also included, although far from all of them.
The survey resulted in some remarkable results. The positive effects of globalization and tax competition among jurisdictions resulted that for once after 24 years, not one of the 106 countries covered by the survey has raised its main corporate tax rate.

The global average is down nearly a full point to 25.9 percent with the EU average down to 23.2 percent, the Latin American rate down half a point to 26.6 percent, and the Asia Pacific rate down 0.8 percent to 28.4 percent.

However as a result of the lower tax rate, governments widen the tax base and improve enforcement.
Specifically the transfer pricing legislation has been toughened worldwide. Countries who are forced to reduce their tax rate in order to compete with other jurisdictions, try to protect the tax base which is left as much as possible.

One notable example is India, which insist on assigning high profits margins to Indian operations, because they believe that location savings generate significantly higher operating profits than companies would earn if they were based in another country.

Another interesting finding of the survey was the increasing value of the Indirect Tax system. More countries are introducing Vat legislation, for example United Arab Emirates, and governments spend more attention to the protection of the Indirect Tax Base.

Germany has raised its VAT from 16 percent to 19 percent in 2007, to compensate the reducing of the corporate tax rate by almost 10 percent.

KPMG’s Global Indirect Tax practice concluded earlier in the year, that errors in VAT compliance are now a bigger concern for them than errors in corporate tax.

Finally , KPMG noted that there is an obvious tension between the undoubted economic benefits to all of more efficient supply chains and freer trade, and the need for governments to secure their revenues.

Singapore boosts economy with tax cuts

admin — Fri, 25 Jan 2008 14:51:35 +0000

During the recession jurisdictions have to make a move to retain their reputation as a strong business jurisdiction, and compete for investment.

Facing competition from its neighbour Hong Kong, Singapore has made a move to try and reduce the costs of doing business in the country in its 2009 budget . The government has announced tax cuts and record levels of spending.

The extensive tax incentive regime and extensive tax treaty network, with a corporate tax rate that’s only half a percentage point higher then Hong Kong’s, Singapore now has one of the most competitive tax environments in the Asia Pacific region.

Although a one percentage point reduction is low, it is expected that businesses will save approximately S$400 million ($267 million) to S$500 million ($334 million) per year.

The Singapore government also announced a temporary lifting of the conditions required for tax exemption for foreign dividends, foreign branch profit and foreign service income and a proposal to allow a temporary exemption from tax for all foreign income remitted into Singapore by tax resident companies.

Other countries like the UK, Vietnam, Russia and South Korea have also announced tax cuts to confront the economic downturn. Lithuania has not lowered, but raised the tax rates to deal with the recession.
The remarkable move of Lithuanian government is not supported by many experts.

“The government’s main motive to raising taxes is its inability to borrow at all, either due to the financial crisis, or at an acceptable interest rate, due to a falling sovereign rating,” said Kestutis Lisauskas, from Ernst & Young in Lithuania Higher tax rates are regarded as higher income to the State budget. “However, given the already difficult business situation of Lithuanian companies, an increased tax burden may actually speed up the wave of bankruptcies,” according to Kestutis Lisauskas.