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. "SCF Corporate Management & Holdings (Cyprus) Limited" means the group of companies constituting the SCF Corporate Management & Holdings (Cyprus) Limited, 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 Corporate Management & Holdings (Cyprus) Limited Fee Schedule including the Notes contained therein. Accordingly, the SCF Corporate Management & Holdings (Cyprus) Limited 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 Corporate Management & Holdings (Cyprus) Limited 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 Corporate Management & Holdings (Cyprus) Limited and then only where notification has been received within 48 hours of the initial purchase.

4. Ninety (90) days notice in writing 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 €750.00, however, may occasionally vary depending on jurisdiction.

5. Fees are as stated in the SCF Corporate Management & Holdings (Cyprus) Limited Fee Schedule. However, whilst it is the SCF Corporate Management & Holdings (Cyprus) Limited 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 Corporate Management & Holdings (Cyprus) Limited reserves the right to amend it's fees and/or services without prior notification.

6. SCF Corporate Management & Holdings (Cyprus) Limited guarantees that, unless otherwise notified, its own and ready made 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. 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 Corporate Management & Holdings (Cyprus) Limited in advance of the date due. If a late payment is made, it is agreed that the Beneficial Owner(s) will pay the SCF Corporate Management & Holdings (Cyprus) Limited an additional date administration fee of €300.00 minimum. The date of receipt for payment equates with the date on which the payment has been physically received by SCF Corporate Management & Holdings (Cyprus) Limited, and then only, when the payor has clearly indicated as SCF Corporate Management & Holdings (Cyprus) Limited.

8.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.

9. Due diligence: Where nominee company officer facilities are proved, the Beneficial Owner(s) are required to supply to both the SCF Corporate Management & Holdings (Cyprus) Limited 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 Corporate Management & Holdings (Cyprus) Limited Fee Schedule). The SCF Corporate Management & Holdings (Cyprus) Limited may also request professional and/or trade references and/or other confirmation details as may be applicable where deemed appropriate.

10. Method of Instructions: (A) SCF Corporate Management & Holdings (Cyprus) Limited 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 Corporate Management & Holdings (Cyprus) Limited and signed by all the Beneficial Owners as detailed in the Official Client Questionnaire. (B) The SCF Corporate Management & Holdings (Cyprus) Limited 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 Corporate Management & Holdings (Cyprus) Limited 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 Corporate Management & Holdings (Cyprus) Limited 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 Corporate Management & Holdings (Cyprus) Limited, (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 Corporate Management & Holdings (Cyprus) Limited legal advisers. Where any such action is taken NO liability shall attach to the SCF Corporate Management & Holdings (Cyprus) Limited in respect of or arising out of any action or inaction that is in accordance with the above provisions.

11. 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.

12. Change of Beneficial Ownership/Equity: Where nominee facilities are provided, the Beneficial Owner(s) of the company/undertaking must inform the SCF Corporate Management & Holdings (Cyprus) Limited 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 Corporate Management & Holdings (Cyprus) Limited 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.

13. Change of Agent: Should the beneficial owner wish to transfer the company to another agent, a notice must be received in writing signed by all the benefical owners of the company at least 3 months prior to the company's renewal date and a minimum fee of €500.00 be paid for the administrative fees. To ensure the safe receipt of the instruction, the notice must be sent by registered mail and upon fulfilling the above requirements, the necessary transfer documents will be prepared.

14. Confidentiality: The SCF Corporate Management & Holdings (Cyprus) Limited undertakes to strictly respect a beneficial owner's confidentiality. The SCF Corporate Management & Holdings (Cyprus) Limitedwill 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.

15. Legal purposes: Any service supplied by the SCF Corporate Management & Holdings (Cyprus) Limited can only be employed for legal and moral purposes as determined by the SCF Corporate Management & Holdings (Cyprus) Limited 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 Corporate Management & Holdings (Cyprus) Limited and seek legal advice.

16. Legal advice: Whilst the SCF Corporate Management & Holdings (Cyprus) Limited 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.

17. 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 Corporate Management & Holdings (Cyprus) Limited 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 Corporate Management & Holdings (Cyprus) Limited 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 Corporate Management & Holdings (Cyprus) Limited, and then only, when the payor has clearly indicated to the SCF Corporate Management & Holdings (Cyprus) Limited the undertaking for which the credit/payment is to be ascribed to.

18. Protection of Assets: Where it is in the interest of the Beneficial Owner's company/undertaking, the SCF Corporate Management & Holdings (Cyprus) Limited 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.

19. Right to refuse services: SCF Corporate Management & Holdings (Cyprus) Limited 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.

20. No liability for loss or penalties: SCF Corporate Management & Holdings (Cyprus) Limited 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 Corporate Management & Holdings (Cyprus) Limited 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).

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

22. Currency and payment: SCF Corporate Management & Holdings (Cyprus) Limited fees are quoted in Pounds Sterling and/or United States Dollars and/or Euros. Payment may be made in any of these currencies. 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 Corporate Management & Holdings (Cyprus) Limited or the Beneficial Owner to the jurisdiction of the Courts of the State of that central bank for any purposes whatsoever.

© SCF Corporate Management & Holdings (Cyprus) Limited. All rights reserved. No part of this publication may be reproduced, stored in a retrieval system or any computer network or transmitted in any form or by any means electronic, mechanical, photocopying, scanning, recording or otherwise without the prior written permission of the copyright holder for which written application should be made.