General Terms & Conditions

1. Definitions: Beneficial Owner(s)"means the person(s) whose name(s) and signature(s) appear in the section headed "Beneficial Ownership Details" in the SCF Official Client Questionnaire. "The SCF/Hibernian Group" means the group of companies constituting the SCF Group and Hibernian Trust e Management Company Lda, all of their officers, employees, agents and consultants and their respective successors in title and assigns.

2. Payment of Fees: On the execution of the SCF Official Client Questionnaire, the Beneficial Owner(s) understand that a contractual relationship is being entered into subject to the terms and conditions herein outlined and the SCF/Hibernian Fee Schedule including the Notes contained therein. Accordingly, the SCF/Hibernian Group will supply the Beneficial Owner(s) with the services requested for the first year of operation and from year to year thereafter provided that the SCF/Hibernian Group receives all relevant payment in advance. Ownership of a company/undertaking shall not pass to the Beneficial Owner(s) until payment in full has been received.

3. Where an order has been processed NO reimbursements can be made save and totally at the discretion of the SCF/Hibernian Group and then only where notification has been received within 48 hours of the initial purchase.

4. Ninety (90) days notice in writing by must be provided if a given service is not required in the following year. Written notice should be sent by recorded mail or its equivalent. If notification is not forthcoming all fees will become due as normal per the Standing Order Mandate. Where ninety (90) days written notification is received for the cancellation and termination of service and no other fees are outstanding, a dissolution fee will apply of typically around €750.00, however, may occasionally vary depending on jurisdiction.

5. Fees are as stated in the SCF/Hibernian Fee Schedule. However, whilst it is the SCF/Hibernian Group's policy to maintain consistent fees and services, unforeseeable changes in market conditions, offshore legislation, government duties/franchise taxes and/or other factors demand that the SCF/Hibernian Group reserves the right to amend it's fees and/or services without prior notification.

6. The SCF/Hibernian Group guarantees that, unless otherwise notified, its own and readymade companies have not traded prior to the date of purchase and that any listed officers and/or subscribers, or their equivalent, that are resigned on the date of purchase have only been employed to satisfy the initial registration requirements in the appropriate jurisdiction.

7. On the point of sale, a new Standing Order Mandate should be completed in full. Until the company bank account is open, the Standing Order Mandate should give an alternative account details to ensure the company is renewed for the first year and no late fees are incurred. Once a bank account for the company is open, a new Standing Order Mandate with updated details can be submitted.

8. All companies that are trading but use a basic management company structure, against SCF/Hibernian Group of Companies’ advice, will be charged an additional 50% of the normal fees, where there is a requirement for an invoice or contract to be signed by the company directors in Madeira. Further to the above, the companies will have to complete and sign a Full Management Agreement.

9. Late Annual Payments - The Beneficial Owner(s) agree to make any and/or all payments of the annual maintenance fee for the company/undertaking to the SCF/Hibernian Group in advance of the date due. If a late payment is made, it is agreed that the Beneficial Owner(s) will pay the SCF/Hibernian Group an additional late administration fee of €150.00 minimum. The date of receipt for payment equates with the date on which the payment has been physically received by SCF/Hibernian Group, and then only, when the payor has clearly indicated as SCF Legal & Corporate Management Services Limited.

10.Transfer/direct registration fees: Where a beneficial owner requires only incorporation without the basic domiciliation service a transfer fee/direct registration surcharge of €300.00 will be incurred to draft the appropriate minutes, lodge all necessary government forms for the charge (as appropriate) of directors, secretary and shareholders plus appropriate disbursements.

11. Due diligence: Where nominee company officer facilities are provided, the Beneficial Owner(s) are required to supply to both the SCF/Hibernian Group and the nominee officers at least: (i) a current copy of his/her/their passport(s), identification cards or other appropriate alternative form of identification, (ii) a duly signed deed of trust, and (iii) a duly signed standard letter of indemnity and/or where applicable a Full Management Agreement, Full Branch Management Agreement or Service Office & domiciliation Agreement (as detailed in the Notes to the SCF/Hibernian Fee Schedule). The SCF/Hibernian Group will also request recent utility bill copies (less than 3 months old) and/or professional and/or trade references and/or other confirmation details as may be applicable where deemed appropriate.

12. Method of Instructions: (A) The SCF/Hibernian Group will only accept instructions from the Beneficial Owners of a Company as specified in the Client Questionnaire. Any request to make an amendment to the details provided in this section must be made in writing, addressed to the SCF/Hibernian Group and signed by all the Beneficial Owners as detailed in the Official Client Questionnaire. (B) The SCF/Hibernian Group takes no responsibility for loss or damage arising from the use of facsimile instructions, including failed or incomplete transmission or loss of privacy. (C) Where a request for instruction is made by the SCF/Hibernian Group to the Beneficial Owner(s) sent to the correspondence address as provided in the Official Client Questionnaire and no instructions are received within 30 days or in accordance with the time period specified in the request, the SCF/Hibernian Group is entitled to act in any one of the following ways: (i) take no further action whether in relation to that matter. The Beneficial Owner(s) and/or their company/undertaking, (ii) direct that the assets of the company/undertaking are used in or towards the satisfaction of any demand for payment of any sum legally and rightfully due by the said company/undertaking to any third party, (iii) dissolve the company/undertaking, (iv) resign all or any of the officers of the company/undertaking provided by the SCF/Hibernian Group, (v) transfer all or any of the shares, capital, interest or other company/undertaking assets into the name of the Beneficial Owner(s) and/or (v) take any other action deemed appropriate by the SCF/Hibernian Group's legal advisers. Where any such action is taken NO liability shall attach to the SCF/Hibernian Group in respect of or arising out of any action or inaction that is in accordance with the above provisions. 13. Non-designated banking: Where no nominee company officer services are provided it is still the duty of the Beneficial Owner to inform us of the bank used by the Company.

14. Change of Beneficial Ownership/Equity: Where nominee facilities are provided, the Beneficial Owner(s) of the company/undertaking must inform the SCF/Hibernian Group in writing, having provided proof of identity, of any proposed changes to the beneficial ownership or equity distribution of the company/undertaking. If the correct procedure is not adhered to the SCF/Hibernian Group shall continue to take instructions only from the party (ies) that have been correctly appointed to give such instructions in the Official Client Questionnaire. A fee will be charged for cancelling existing and issuing new deeds of trust, drafting the change of beneficial ownership form and updating the client file.

15. Confidentiality: The SCF/Hibernian Group undertakes to strictly respect a beneficial owner's confidentiality. The SCF/ Hibernian Group will not knowingly divulge any information to a third party, save in the case of a proven criminal act, a court order from a court located in the jurisdiction of record or where required by law.

16. Legal purposes: Any service supplied by the SCF/ Hibernian Group can only be employed for legal and moral purposes as determined by the SCF/Hibernian Group in all appropriate jurisdictions. Where there is any doubt it is incumbent on the Beneficial Owner(s) to seek the prior approval of the SCF/Hibernian Group and seek legal advice.

17. Legal advice: Whilst the SCF/Hibernian Group endeavours to provide true and correct information on all its services, it is not providing legal or accountancy advice. Before proceeding it is recommended that independent advice is sought from appropriately qualified persons familiar with each Beneficial Owner's personal circumstances.

18. Legal company structure: The Beneficial Owner(s) undertake to ensure that any exempt, international business, non-resident company or otherwise is operated correctly according to their legal structure. Specifically, any and/or all Beneficial Owners undertake to ensure that any and/or all government duties and franchise or other taxes are paid expeditiously and, where appropriate, bona fide accountancy information is supplied to SCF/Hibernian Group and/or designated firms of accountants/lawyers. If a late payment is made, it is agreed that all Beneficial Owner(s) will pay the SCF/Hibernian Group any late filing fees/penalties that may have been incurred. The date of receipt for payment equates with the date in which the payment has been physically received by the SCF/Hibernian Group, and then only, when the payor has clearly indicated to the SCF/Hibernian Group the undertaking for which the credit/payment is to be ascribed to.

19. Protection of Assets: Where it is in the interest of the Beneficial Owner's company/undertaking, the SCF/Hibernian Group is entitled to use its absolute discretion to take action including the taking of professional advice in order to protect the interests and/or assets of the said company/undertaking. Where professional advice is sought this is at the sole expense of the Beneficial Owner(s) and/or their company undertaking as deemed appropriate.

20. Right to refuse services: The SCF/Hibernian Group specifically reserves the right to refuse any and/or all its services to any client without giving any reason or explanation thereto whether at the initial enquiry stage or at any stages thereafter.

21. Where the SCF/Hibernian Group provides nominee service including the provision of corporate officers and a registered office address to the Beneficial Owner(s) of a Company, it does so on the strict understanding that the Company will be used for wholly legal and moral purposes, as determined by the SCF/Hibernian Group. If, in the opinion of the SCF/Hibernian Group, the Beneficial Owner(s) does not use the company for legal and moral purposes, then the SCF/Hibernian Group reserves the right to resign as nominee officers, and to appoint the Beneficial Owner(s) in its place. Furthermore, the SCF/Hibernian Group will, in such circumstances, no longer provide a Registered Office Address and the Beneficial Owner(s) must make alternative arrangements, at their own expense".

22. SCF/Hibernian Group will not accept the following business activities: Trading of Pharmaceutical products (on-line or otherwise); Wholesale trade of mobile telephones &/or electronic computer components; Wholesale trade of cigarettes and other tobacco products; On-line gaming and related activities; Dating agencies; Promotion of Adult content websites and related industry; Trade of weapons and military arms; Businesses that offer and provide to their customers financial services such as insurance brokerage, investment services in securities, electronic money transfer systems or other regulated activities, whereby a proper license has not been obtained from the competent authorities where the business is carried out; Businesses that intend to use the account as a general or pooled "client accounts" acting as professional intermediaries that hold funds on behalf of clients; Businesses that offer alternative payment systems, e.g. e-gold, e-cash, etc.; Businesses that intend to raise funds or capital from the public or promote multi-level marketing programs; Businesses that intend to use the account for the purpose of offering unlicensed clearing services / third party settlements for investments and securities, etc.

23. The SCF Group will not create structures that deal directly or indirectly with any of the under-mentioned jurisdictions and/or any other such jurisdictions subject to a United Nations (present or future) prohibition; in alphabetical order these countries include: Afghanistan, Belarus, Bolivia, Burma/Myanmar, Cuba, Egypt, Ethiopia, Iran, Iraq, Ivory Coast, Kenya, Liberia, Libya, Nigeria, People's Republic of Korea (DPRK), Republic of Congo, Republic of Guinea, Somalia, Sri Lanka, Sudan, Syria, Tunisia and Zimbabwe.

24. No liability for loss or penalties: The SCF/Hibernian Group is not liable for any penalties, fees, fines or other liabilities incurred by the Beneficial Owner or their company/undertaking or any other person arising out of the use of the company/undertaking or any services by the Beneficial Owner(s) or any other person(s). Further the SCF/Hibernian Group expressly disclaims any liability to the Beneficial Owner(s), their company/undertaking and any third parties for any damage or loss arising out of the use of the company/undertaking and or other services used by the Beneficial Owner(s) or any other person(s).

25. Disputes: In the case of a dispute, it is agreed that redress should be sought through the courts of England and Wales.

26. Currency and payment: The SCF/Hibernian Group fees are quoted in Euros. Payment may also be made in US$ or Pounds Sterling based upon the Euro exchange rate. Where payment is made in any other currency a conversion fee will be payable. The use of any particular currency and clearing of any cheque or other monetary instrument through any central bank or other are not to be regarded as a submission by the SCF/Hibernian Group or the Beneficial Owner to the jurisdiction of the Courts of the State of that central bank for any purposes whatsoever. ©