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Terms and conditions  

Definitions in alphabetical order

(a)

CLIENT stands for the beneficial owner(s) of the COMPANY and/or the person(s) who have requested LOTUS to provide SERVICES described in detail in the Incorporation questionnaire as posted on our Internet site www.lotusbvi.com or printed from the afore-mentioned Internet site and submitted in paper format, as well as subsequent SERVICES described in subsequent COMMUNICATIONS between the CLIENT and LOTUS, said CLIENT being identified in the Incorporation questionnaire, Due diligence form, and these Terms and conditions, and in the case of the COMPANY being beneficially owned by more than one person, all such persons jointly and severally.

(b)

COMMUNICATION stands for any type of communication between LOTUS and the CLIENT by any of the following means: e-mail (to the last known e-mail address of the CLIENT), fax (to the last knows fax number of the CLIENT), ordinary mail (to the last known mail address of the CLIENT), airmail (to the last known mail address of the CLIENT), recorded (air)mail (to the last known mail address of the CLIENT), courier delivery (to the last known physical delivery address supplied by the CLIENT).

(c)

COMPANY stands for any corporate entity (which for all practical purposes in nearly all cases would be a BVI Business Company) beneficially owned and managed by the CLIENT for which SERVICES are provided by LOTUS.

(d)

LOTUS stands for Lotus Corporate Services Ltd., a company incorporated under the BVI Business Companies Act 2004 with Reg. No. 1473915, having its registered and actual office located at 3A Little Denmark Complex, 147 Main Street, P.O. Box 4473, Tortola VG-1110, British Virgin Islands, and holding BVI Class III Trust License No. CIIITL14509, and it also specifically includes any affiliate, subsidiary or nominee of Lotus Corporate Services Ltd., which provides SERVICES to the COMPANY or the CLIENT.

(e)

SERVICES stands for the following: COMPANY formation, provision of registered office, acting as a statutory registered agent, facilitating provision of nominee shareholder, facilitating provision of nominee director, facilitating provision of nominee secretary, annual maintenance with the BVI Registry, provision of mail, fax and phone answering services, maintenance of books, records, ledgers, registers of directors, shareholders, officers, facilitating of opening of bank account(s), as well as any other administrative and/or managerial and secretarial work of similar or related nature that LOTUS would undertake to provide to the CLIENT as per instructions of the latter.


Main declaration

I/We, hereinafter called CLIENT, i.e. the person(s) whose name(s) and address(es) appear below as beneficial owner(s) of this COMPANY, hereby declare and by my/our signature(s) below confirm that:

1.

Information I/we have provided in the Incorporation questionnaire and the Due Diligence Form is true and correct.

2.

I/we received legal advice from lawyers and/or tax advisors located in the country/area of operation of the COMPANY and/or my/our own personal domicile, or that a recommendation to obtain such advice was duly made.

3.

I/we have neither been offered nor have received legal and/or tax advice from LOTUS, or any company related to LOTUS.

4.

The COMPANY will not be used for any prohibited or illicit activities, such as money laundering, terrorist and criminal activities, receiving the proceeds of drug trafficking, trading in human or animal organs, illegal trafficking of humans and animals, prostitution, provision of degrees or qualifications, religious cults, industrial espionage, mercenary or contract soldiering, trading in arms, munitions or other weapons, soliciting funds from the general public, offering investment advice to the general public, management of assets and/or investments other than the property of the COMPANY, banking business, insurance and reinsurance business, provision of registered office facilities in the BVI, the operation and administration of collective investment schemes, trading with countries subject to any embargo authorized by the Security Council of the United Nations, or for any other purpose which is illegal under international law, the laws of the British Virgin Islands, and the law of the place of effective management of the COMPANY.

5.

I/we agree to provide LOTUS with whatever further information LOTUS may require about the background of the CLIENT and business / commercial activities of the COMPANY.

6.

I/we will keep LOTUS adequately informed of any changes in CLIENT's contact details, incl. nationality, passport number, residential and contact/mail address, phone and fax number(s), and e-mail address.

7.

I/we will at all times irrevocably and unconditionally hold harmless and indemnify LOTUS, and any parent, branch, subsidiary, partner company or affiliate thereof, and their directors, shareholders, officers and employees, as well as nominee directors, nominee shareholders, nominee secretaries provided by LOTUS, against all claims, proceedings, demands, actions, suits, damages, expenses, penalties and liabilities arising or brought against any of them by reason of any breach of the above declarations or the provision of the COMPANY and/or SERVICES to the CLIENT, or CLIENT's use of the same thereof.

8.

That I authorize LOTUS to act on all reasonable instructions, request and advice signed or given by, or purporting to be signed and/or given by the CLIENT or the CLIENT's authorized representative, or any other person LOTUS believes to be duly authorized by the CLIENT.

9.

I understand and agree that LOTUS shall not be responsible for the authenticity of any signature, instruction, or notice purportedly given by the CLIENT or the CLIENT's authorized representative, and all possible COMMUNICATION errors including those arising from the use of e-mails, failed and/or incomplete transmission, are entirely the risk of the CLIENT.

Further provisions

10.

All fees charged by LOTUS to the CLIENT are subject to change, any such change becoming effective upon 30 calendar days advance notice, except for increases in government fees which in all cases become effective immediately.

11.

The only ground for payment by the CLIENT to LOTUS is an invoice issued by LOTUS to the CLIENT. Terms of payment are normally within the next 10 calendar days after issue date of said invoice.

12.

LOTUS would not provide any SERVICES to the CLIENT, until fees are covered in full by the CLIENT as per invoice(s) issued by LOTUS.

13.

If the services of nominee director, nominee shareholder and/or nominee secretary are provided by LOTUS to the CLIENT, any appointment and subsequent change will be at the absolute discretion of LOTUS.

14.

If there legal action is taken by a third party against the COMPANY, LOTUS shall be entitled to take any reasonable action at the discretion of LOTUS, and in particular LOTUS may take no further action at all, utilize the assets of the COMPANY towards the satisfaction of any such demand, or take any other action LOTUS deems appropriate and necessary.

15.

If the CLIENT comprises more than one individual, each individual client hereby agrees that each of the other individual clients may give instructions to LOTUS in connection with the provision of SERVICES, and that LOTUS may consider such instructions to be proper instructions of the CLIENT. Each individual client agrees that his/her liabilities and obligations under these Terms and conditions are joint, several, and indivisible regardless of whether these individual clients act jointly or individually with respect to the COMPANY and regardless of which of them gave the instructions. These terms and conditions are also binding for any legal representatives, successors and assignees of the CLIENT.

16.

LOTUS may terminate provision of any or all SERVICES to the CLIENT at any time, without explaining reasons for such action, and giving 30 calendar days' advance notice to the CLIENT.

17.

LOTUS reserves full right to alter these Terms and conditions at any time.

18.

These Terms and conditions shall be governed by and construed in accordance with the laws of the British Virgin Islands, and the CLIENT hereby irrevocably submits to the exclusive jurisdiction of the British Virgin Islands.

All beneficial owners should sign below and initial their signatures.

 
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