||“OCRA Worldwide” means the multi-jurisdictional marketing insignia of an international group of companies offering company and trust formation and related services. Member companies are independent of one another and have no authority, with regard to any other group member, to represent, bind or act directly or indirectly as a statutory, managing or general agent, representative or attorney for any purpose whatsoever, nor to be based in any jurisdiction outside that in which they are incorporated.
||"OCRA" means a member of OCRA Worldwide which expression shall include their successors in title and assigns on its own behalf and as agent for the OCRA Officers (as hereinafter defined) and the employees thereof and any company under their direct or indirect control and any director or employee thereof (which expression shall include any of them).
||"OCRA Officers" means any person, firm or company nominated by OCRA who may from time to time be appointed as director, alternate director, secretary, assistant secretary, manager, partner, accountant, VAT or tax agent, trustee, protector, bank account signatory, other officer, administrator, registered agent, provider of a registered office or address for legal service or registered shareholder of the Entity (as hereinafter defined) and the employees thereof and any company under their direct or indirect control or any director or employee thereof (which expression shall include any of them).
||"Entity" means a company, trust, partnership or other legal entity or structure established and / or administered by OCRA at the request of the Clients (as hereinafter defined).
||“Services” means the provision by OCRA of management, administration and / or other services (including the operation or control of an Entity’s bank account(s)) requested by the Clients or the Clients’ Appointees (as hereinafter defined) or such other services provided by OCRA to maintain the Entity in good standing in its country of establishment or incorporation.
||“Clients" means in the case of a trust or a foundation the Settlor of the trust or foundation and in the case of a company or other legal entity the beneficial owner or owners of the Entity which expression shall in the case of individuals include their heirs, personal representatives and assigns and shall in the case of more than one person mean such persons jointly and severally and shall include the survivor or survivors of them and their respective heirs, personal representatives and assigns.
||“Clients’ Appointees” means any person who is not an OCRA Officer and who may from time to time be nominated or appointed to act as Managing Agent (as hereinafter defined), director, alternate director, secretary, assistant secretary, manager, partner, trustee, protector, beneficiary, bank account signatory, other officer, grantee of a power of attorney, administrator, registered agent, provider of a registered office or address for legal service or registered shareholder of the Entity (which expression shall include any of them).
||“Managing Agent” means a person who may in writing be authorised by the Clients to issue requests or instructions to OCRA or to accept service of any notice from time to time issued by OCRA relating to the Entity.
||“Terms of Business” means these Terms of Business or such other new Terms of Business as may from time to time be published on OCRA Worldwide’s website (www.ocra.com) and shall be deemed to include such other conditions which OCRA may from time to time advise to the Clients or the Clients’ Appointees or publish on its website. These Terms of Business apply to all of OCRA’s Clients and Clients’ Appointees.
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||Unacceptable Business and
Activities Requiring Pre-approval
||“Illegal Activities” means any activity designated anywhere in the world as illegal or criminal which, without prejudice to the generality of the foregoing, shall be deemed to include activities relating to terrorism, drug trafficking, money laundering, receiving the proceeds of criminal activities or trading with countries which may from time to time be subject to any embargo imposed by the Security Council of the United Nations, the European Union, the United Kingdom or Mauritius or any successor or similar international organisation
||“Prohibited Persons” means persons:
||prohibited under the laws of any country for whatsoever reason or who may otherwise be legally incapable or disqualified from being party to a contract.
||who are undischarged bankrupts or are otherwise disqualified from acting as a director or company officer or who have been imprisoned or found guilty of any criminal offence (other than a motoring offence carrying a non-custodial sentence).
||who have been proven to act in a fraudulent
or dishonest manner in any civil proceedings.
||without prejudice to the generality of the foregoing, those imposed by the Security Council of the United Nations, the European Union, the United Kingdom or Mauritius or any successor or similar organisation.
||who are government officials or politicians
||“Prohibited Activities” means activities not approved or accepted by OCRA and which, without prejudice to the generality of the foregoing, include activities relating to:
||arms, weapons or munitions;
||mercenary or contract soldiering;
||security and riot control equipment such as stun guns, electronic restraining devices, CS gas or other similar materials, pepper sprays or any other device that could lead to the abuse of human rights or be utilised for torture or which may otherwise be used in an offensive manner;
||technical surveillance or bugging equipment and industrial espionage;
||dangerous or hazardous biological, chemical or nuclear materials including equipment or machinery to manufacture or handle such materials and the transportation, handling, disposal or dumping of such materials;
||human or animal organs, including blood and plasma;
||the abuse of animals, vivisection or the use for
any scientific or product testing purpose of animals;
||adoption agencies, including surrogate motherhood;
||the abuse of refugees or human rights;
||the provision of degrees or qualifications;
||the provision of credit cards;
||religions, religious cults and charities;
||the offer or provision of legal or tax advice
otherwise than by persons who are professionally qualified and, where appropriate,
licensed so to do;
||the provision of trustees or services relating to the
administration or management of trusts, companies or the undertaking of any service or
business that might compete with OCRA;
||trading or other activities relating to futures or
other derivatives or financial instruments that create an open or unlimited exposure;
||any activity which may damage the reputation of
OCRA or the country of establishment or incorporation of the Entity.
||"Pre- Approval Required Activities" means:
||Approval Required Activities” means:
2.4.1 Financial business involving: soliciting funds from the public, offering investment advice to the public, insurance business, the operation and administration of collective investment schemes or the management of investments other than where the assets so managed comprise the property of the Entity.
||Any activity relating to the provision of financial services or any other business activity which requires a licence in any jurisdiction.
||Time share and holiday clubs.
||Advertising an Entity or any address belonging to OCRA by any means (including the Internet).
||Accepting payment over the Internet for products or services.
||Trading in high-risk products or services, or products or services which may be associated with fraud such as alcohol, cigarettes, tobacco, fine art, the provision of telephone and mobile telephony services (including call back numbers and trading in mobile telephones or SIM cards) and computer chips.
||Utilising merchant numbers for processing credit card orders.
||Gambling or lotteries.
||Mail or telephone order schemes
||If any Clients or the Clients’ Appointees are or become Prohibited Persons, or engage in any Illegal Activities or the Entity engages in any Illegal Activities or Prohibited Activities or undertake any Pre-Approval Required Activities without first obtaining OCRA’s prior written consent, OCRA may at its discretion immediately terminate the Services or take any of the actions referred to in Paragraph 8.4 hereof.
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||The Clients undertake, warrant and covenant with OCRA that:
||they have full legal capacity to enter into an agreement with OCRA in accordance with these Terms of Business and to acquire the Entity and to receive the Services.
||when the Entity is not a trust or a foundation, they are the ultimate beneficial owners of the Entity.
||they are not and will not act in a fiduciary capacity for any other person, firm or company in relation to the Entity.
||The Clients undertake and warrant with OCRA that they:
||will comply with OCRA's Terms of Business.
||procure that those appointed as Clients’ Appointees understand the legal duties and obligations created by these Terms of Business and shall, if so required by OCRA, procure that such persons enter into direct written agreements with OCRA agreeing to comply with these Terms of Business.
||have taken appropriate tax and legal advice with regard to the establishment, acquisition and operation of the Entity.
||agree that OCRA may (but shall not in any event be obliged to) rely on communications received from the Clients or the Clients’ Appointees in determining what steps OCRA is required to take in administering the Entity and providing the Services.
||will pay, in full, any personal or corporate taxes that
may become due as a result of the establishment and operations of the Entity.
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|The Clients jointly and severally (for themselves
and on behalf of the Clients' Appointees) covenant with OCRA and with the Entity and, where
appropriate, shall procure that the Entity covenants with OCRA that they will at all times
indemnify and keep OCRA indemnified:
||against all actions, suits, proceedings, claims, demands,
costs, expenses and liabilities (including legal fees), which may arise or be incurred,
commenced or threatened against OCRA in connection with or arising from the acquisition or
business activity of the Entity or the provision of the Services;
||in respect of anything done or omitted to be done by OCRA,
provided that this provision shall have no application to any liability for death or personal
injury arising from the negligence of OCRA or to any liability arising as a result of fraud on
the part of OCRA;
||in respect of any failure by OCRA to comply, wholly or partially,
with any instruction or request made by the Clients or the Clients' Appointees or any errors or
incomplete instructions or requests received by OCRA;
||in respect of any loss or damage arising from the use of
facsimile or email, including the use of unencrypted email, failed or incomplete transmission,
distortion and loss of privacy arising from viruses or otherwise;
||in respect of any penalties, fines, fees or other liabilities
incurred by the Clients and / or the Clients' Appointees and / or the Entity in relation to the
Entity and / or the Services.
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||No Liability For Loss
|OCRA expressly disclaims any liability to the
Clients, the Clients' Appointees, the Entity and any third parties associated with them for
any damage or loss to any of them arising from the establishment, acquisition or operation
of the Entity and / or the provision of the Services by or to the Clients, the Clients'
Appointees, the Entity or any other person.
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||The Clients must give OCRA at least 90 days’ advance written notice of their intention to discontinue the Services. Any invoices due remains payable in full and no refunds shall be applicable. Invoices cannot be pro-rated also. OCRA has the right to claim a termination fee.(refer to Section 9.9)
||The Clients must obtain OCRA’s written consent before seeking to change the beneficial ownership of the Entity or seeking to appoint new Clients’ Appointees. Any such applications must be accompanied by written details of such proposed changes or appointments as OCRA may require which shall, without prejudice to the generality of the foregoing, include an appropriately certified copy of the passport, proof of residential address and a detailed personal history of such persons and OCRA reserves the right to request further information and documentation concerning such proposed changes and to decline to accept such applications.
||The Clients shall and shall procure that the Clients'
||immediately inform OCRA of any matters which might
affect the Entity and / or influence OCRA's willingness or ability to provide, or
continue to provide, the Services.
||immediately inform OCRA of the nature of the
activities and business of the Entity and seek OCRA's prior written consent before
making any material changes to those activities.
||obtain OCRA's prior written consent before placing
any advertisement or making any public announcement relating to the Entity or any
activities undertaken by it.
||at all times pay to OCRA any sum due to OCRA
including any fees, disbursements and expenses incurred by OCRA in connection with
the Entity and / or in providing the Services (including fees charged by OCRA in
relation to the provision of the Services).
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||Additional Clients' Obligations When
OCRA Provides OCRA Officers
||When OCRA provides OCRA Officers, the Clients must, at all
times, keep the Entity in funds sufficient to discharge its liabilities as and when they become
due and at the request of OCRA or the OCRA Officers pay to the Entity or OCRA on its behalf, such sums as may be required to enable the Entity to discharge, in full, any liabilities (including OCRA's fees).
||When OCRA provides OCRA Officers, the Clients shall and
shall procure that the Clients' Appointees shall:
||immediately inform OCRA of any matters that might
affect the Entity or any matter which is material to the management, business or affairs
of the Entity.
||at the written request of OCRA, immediately provide
information to enable OCRA to prepare annual or other statutory returns, financial or
other statements in relation to the Entity.
||immediately provide OCRA without delay all contractual,
financial or other information concerning any asset, transaction, trading activity or
business of the Entity.
||not without OCRA's prior written consent seek to
alienate, assign, sell, pledge or otherwise dispose of, charge or encumber any asset
of the Entity, including any shares issued by the Entity. OCRA reserves the right to
request further information concerning such proposals and to decline to accept such
||immediately advise OCRA in writing, of all legal
proceedings, claims, demands made or threatened against the Entity or the OCRA Officers.
||where the Clients or the Clients' Appointees are
grantees of a power of attorney issued by the Entity they must:
||act with the utmost good faith to the Entity,
OCRA and the OCRA Officers.
||keep and maintain and on demand deliver to
OCRA accurate financial and business records.
||immediately disclose to OCRA, in writing,
information relating to the operation of the business of the Entity which might
create a conflict of interest between them and the Entity and / or with OCRA or
the OCRA Officers.
||immediately inform OCRA, in writing, each time
a power of attorney is exercised and provide written details of any acts
||When OCRA provides OCRA Officers, OCRA shall be entitled to
take any steps which it may in its absolute discretion think fit to protect the interests and
/ or assets of the Entity and at the cost of the Clients or the Entity including the obtaining
of professional advice as OCRA may consider necessary.
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||Requests and Instructions
||The Clients on behalf of themselves and the Clients'
Appointees and the Entity agree to provide all requests or instructions to OCRA in writing
by letter or facsimile and OCRA shall only consider such requests or instructions when signed
by all the Clients or the Managing Agent or, with the prior written consent of OCRA, when they
are made by encrypted email sent by the Managing Agent.
||The Clients acknowledge that OCRA is bound by regulatory
and other obligations under laws and regulations of the jurisdiction in which the Services are
provided, the jurisdiction of incorporation or establishment of the Entity and / or the
jurisdictions where the Entity undertakes business and agree that any action undertaken by
OCRA or the OCRA Officers in order to comply with those laws or regulations shall not
constitute a breach by OCRA or the OCRA Officer's of their obligations hereunder.
||OCRA shall not be required to take any action which it
considers to be unlawful or improper or which it believes may be detrimental to it, the OCRA
Officers, or the Entity.
||Where permitted under these Terms of Business or if
instructions are requested by OCRA from the Clients or the Clients' Appointees and no
instructions have been received by OCRA within 30 days of such a request being made, or
where the urgency of the matter requires action within a shorter period, OCRA may immediately
and with no liability to the Clients, the Clients' Appointees or the Entity take no further
action in relation to a particular matter or take such other action as they shall in their
absolute discretion consider appropriate or as they may be advised.
The Clients irrevocably agree that, if the Entity is a limited liability company and the OCRA Officers are
members or officers of that company, or the Entity is a Partnership and the OCRA Officers are members of
that partnership, or the Entity is a trust and the OCRA Officers are trustees or protectors of that trust,
OCRA may, without being obliged to give notice to the Clients or the Clients' Appointees, take such steps
as they shall in their absolute discretion consider appropriate which shall without prejudice to the
generality of the foregoing include having the Entity struck off, dissolved or liquidated; or resigning
all or any of the OCRA Officers; or transferring all or any of the shares, capital or assets or
liabilities of the Entity into the name of the Clients; or appointing the Clients as a director,
officer, manager, trustee or protector of the Entity; or take such other action as they shall in
their absolute discretion consider appropriate or as it may be advised.
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||Payment of Fees
||When the Entity is not a trust or a foundation, the
legal ownership of the Entity shall not pass to the Clients until payment in full of all
fees, including government duties and taxes, has been received by OCRA. No refunds are
given after an order has been processed and no refunds will be made where OCRA ceases
to provide the Services or services terminated by Section 6 and 11.
||OCRA will not provide Services until OCRA has received,
in full, all fees and disbursements payable in relation to the Entity or the provision of
||The Clients hereby irrevocably authorises OCRA to
withdraw from any sums held on any account managed by OCRA or otherwise held by OCRA,
on behalf of the Clients and / or the Entity any monies required to discharge any fees
or expenses, including any government fees, duties, taxes or penalties, payable to or
by OCRA or the Entity.
||Fees are stated in OCRA's Fee Schedule, published
from time to time, or as may be notified to or agreed with Clients.
||Where any fees for Services remain unpaid for more
than 90 days, OCRA may at its discretion immediately terminate the Services, and /
or obtain payment from any assets of the Entity and / or the Clients. In such circumstances,
OCRA reserves the right to treat these Terms of Business as terminated without further
obligation, save as to any continuing covenant, obligation or undertaking given by the Clients
or the Clients' Appointees to OCRA , and to act pursuant to the provision of Paragraph 8.4
of these Terms of Business.
||OCRA will not pay any interest on any monies held by OCRA on behalf of the Entity and / or the Clients and / or the Clients’ Appointees.
||OCRA and its associated companies, their officers,
agents and employees shall be entitled to retain any third-party commission or fee which
is paid or may become payable to it notwithstanding that such commission or fee is payable
as a direct or indirect result of OCRA providing the Services or otherwise in relation to
||Should OCRA cease to provide Services or should the Clients
advise OCRA that they no longer require the Entity, the Clients must pay to OCRA any fees or
costs which may be incurred by OCRA in relation to the striking off, dissolution, liquidation
or transfer of the Entity (including OCRA's minimum transfer or termination fee).
||In the event that the Clients shall request OCRA to transfer
the management or administration of the Entity or should OCRA request the Clients to transfer
the management or administration of the Entity to another agent or Corporate Service Provider,
OCRA shall not be obliged to transfer the Entity until all outstanding fees (including
government fees, duties, taxes and other third party disbursements together with OCRA's
transfer or termination fees) have been paid in full.
||Where the Clients make part payment to OCRA of any fee note
or invoice rendered by OCRA, OCRA reserves the right to apply any monies received in firstly
discharging its professional fees and only thereafter in payment of any government fees, duties
charges or taxes or other payments to third parties.
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||Confidentiality and Data Protection
||OCRA undertakes to the Clients that where the Clients, the
Clients' Appointees or the Entity deliver to OCRA confidential information it will use all
reasonable endeavours to keep it confidential. OCRA in accordance with its statutory obligations
protects personal information and personal data from unauthorised access, use or disclosure.
||In the course of providing the Services, OCRA collects personal
information and personal data concerning the Clients, the Clients' Appointees and the Entity and
uses this personal data and information to facilitate the provision of the Services and, may
from time to time, use such data and information to provide information, reference notes,
guidelines, advice or for marketing information concerning the Services and for providing
such other information as OCRA may from time to time make available.
||OCRA reserves the right to treat the obligations of
confidentiality and privacy in Paragraphs 10.1 and 10.2 as not applicable and may disclose
to third parties confidential or personal information and data when they are obliged so to
do by law, or when required by third parties in order for OCRA to provide the Services or
when OCRA has been unable to obtain the Clients or Managing Agents instructions and it
appears to OCRA to be in the best interests of the Clients and / or the Clients'
Appointees and / or the Entity to provide such confidential or personal data to
||Except otherwise where permitted by these Terms of
Business any personal information and data collected is used only for these purposes
and is never sold, lent, leased or otherwise distributed outside OCRA Worldwide.
The Clients and the Clients' Appointees accept that this may mean that personal information
may be transferred to countries that do not provide adequate protection of data in accordance
with Article 26 (1) of the EU Directive 95 / 46 / EC on the protection of individuals with
regard to the processing of personal data and on the free movement of such data.
||Without prejudice to the duty of confidentiality,
OCRA reserves the right to act for other clients (including competitors of the Entity, the
Clients or the Clients' Appointees).
||Any report, letter, information or advice OCRA gives
to the Clients, the Clients' Appointees or the Entity is given in confidence solely for
the purposes of providing the Services and is provided on condition that the Clients
and the Clients' Appointees will not without OCRA's prior written permission disclose
to any third-party, other than to their lawyers or accountants or other professional
advisers, any confidential or other information made available by OCRA.
||Notwithstanding any provision hereof, OCRA shall
be entitled and is hereby irrevocably authorised to open, read and copy all
correspondence, letter, facsimile, email or other communication received by
it in relation to the provision of the Services or the Entity, the Clients or
the Clients' Appointees.
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||Cessation of Services
||OCRA shall be entitled by written notice to cease
to provide the Services, if:
||The Clients or the Clients' Appointees
in the reasonable opinion of OCRA fail to observe to the fullest extent these
Terms of Business;
||It comes to the attention of OCRA that the Entity
is being used for activities which were not referred to in the application delivered
by the Clients to OCRA or as subsequently advised and accepted in writing by OCRA;
||In the event of the death of Clients, including
in the case of joint persons, the death of any one person, and the Clients fail
or have failed to make adequate provision for the disposition of the affairs and
the ownership of the Entity;
||In the event that any legal proceedings are
commenced against the Entity, the Clients or the Clients' Appointees (including
any injunction or investigative proceedings).
||In any of the circumstances described in Paragraph 11.1
above, OCRA reserves the right to take action pursuant to Paragraph 8 and to treat these
Terms of Business as terminated without further liability on the part of OCRA.
||OCRA may at its discretion cease to provide the Services
upon giving to the Clients or the Managing Agent 45 days written notice of its intention
so to do.
||OCRA may by written notice to the Clients, the Clients'
Appointees or the Managing Agent immediately cease to provide the Services where the Clients
or the Clients Appointees shall breach the provisions of Paragraphs 2 or 3 of these Terms of
||The Clients and the Clients' Appointees for themselves as
agent for and on behalf of the Entity acknowledge, following the cessation of Services, that
OCRA may have continuing regulatory / fiduciary duties under any applicable law. Accordingly,
without prejudice to OCRA's rights, OCRA may (but is not obliged to) continue to provide
Services in order to discharge such duties and OCRA shall be entitled to charge fees at its
applicable rate for the provision thereof.
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|In providing the Entity and / or the Services,
OCRA does not, nor is it to be interpreted as though it does in any manner sanction, advocate
or approve, directly or indirectly, the commission of any act or any omission by the Clients,
or the Clients' Appointees or the Entity, or any person, firm or corporation in any jurisdiction
or the use of the Entity or the Services for any purpose.
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|Any notice given pursuant to these Terms
of Business shall be in writing and shall be sufficiently given to any party if sent in a
letter by courier to the address last notified by the address, by facsimile transmission or
by electronic mail to the address of such party last notified in writing to the other or to
the correct facsimile number or electronic mail address of the addresses and shall be deemed
duly served, in the case of a notice delivered by courier, at the time of first attempted
delivery and in the case of a facsimile transmission or electronic mail, if sent during normal
business hours, in the country of the addresses then at the time of transmission and otherwise
then on the next business day.
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||These Terms of Business supersede all prior Terms of Business
and agreements whether oral or written.
||No exercise or failure to exercise or delay in exercising
any right or remedy by OCRA pursuant to these Terms of Business shall constitute a waiver by
OCRA of that or any other right or remedy.
||Nothing in these Terms of Business shall create or be
deemed to create the following relationships between OCRA and the Clients or the Clients'
Appointees or the Managing Agent:
||Words imputing the masculine gender shall include the
feminine and words imputing the singular shall include the plural and vice versa.
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|Unless otherwise agreed in writing between
the Clients and OCRA, these Terms of Business shall be governed by and construed in
accordance with the laws of Mauritius and the Clients, the Clients' Appointees and the
Managing Agent hereby submit to the exclusive jurisdiction of the Courts in Mauritius.
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