AmPlus Business Services Limited

Hong Kong / Offshore

Company Incorporation

Terms and Conditions

1.	Definitions

1.1	Client means in the case of a company or other legal entity the beneficial owner or owners of the Company which expression shall in the case of individuals include their personal representatives and assigns and shall in the case of more than one person mean such persons jointly and severally and shall include their respective personal representatives and assigns.

1.2	Client’s Appointees means any and all persons who may from time to time be nominated, appointed or act as director, alternate director, secretary, manager, partner, trustee, protector, bank signatory, other officer, grantee of a power of attorney, administrator, registered agent, or provider of a registered office, address for legal service, or registered shareholder of the company.

1.3	Company means a company or any company, trust, foundation or other legally recognized structure established and/or administered by AmPlusBS.

1.4	AmplusBS means AmPlus Business Services Limited.

1.5	Services means the provision by AmPlusBS of managment, administration and / or services requested by the Client or the Client’s Appointees or such other related services provided by AmPlusBs to the Client or the Client’s Company.

1.6	Terms and Conditions means these terms and conditions.

2.	Service Requests and Instructions

2.1	All requests or instructions concerning the affairs of the Company shall be given by the Client in writing to AmPlusBS. AmPlusBS may, at its sole discretion, agree to take action on any request or instruction given otherwise than in writing only on the express understanding that AmPlusBS shall not be liable in respect of any misunderstanding or error regarding the same.

2.2	All communications in relation to the administration of the Company shall be deemed to have been properly communicated to the Client if sent to the postal address, email address or facsimile as notified to AmPlusBS by the Client.

2.3	AmPlusBS shall not be liable for any failure to comply wholly or in part with any instructions received from the Client and shall not be responsible for consequences arising from non- receipt of instructions for any reason.

2.4	AmPlusBS provides information in its brochure, website and other materials regarding offshore fiduciary services, investment advisory and commercial matters. Such information does not purport to be legal, tax or other professional advice.

2.5	Where AmPlusBS receives mail, whether by the postal service, courier or other means on behalf of the Client, AmPlusBS reserves the right to inspect the contents of such mail.

2.6	AmPlusBS or the registered agent in the relevant jurisdiction may move their offices to another location and such a move may require changing of the registered office address (es) of the Company. AmPlusBS undertakes to give the Client as much advance notice as possible of any such move, but it will not accept responsibility for any costs incurred by the Client as a result thereof.

3.	Client's Obligations

3.1	The Client shall provide AmPlusBS with written details of all requests and instructions which shall include copy of the passport and proof of residential address. AmPlusBS reserves the right to request further information and documentation concerning such requests or instructions and to decline to accept such requests.

3.2	The Client shall and shall procure that the Clients' Appointees shall:
	immediately inform AmPlusBS of any matters which might affect the Company and / or influence AmPlusBS 's willingness or ability to provide, or continue to provide, the Services
	immediately inform AmPlusBS of the nature of the activities and business of the Company and seek AmPlusBS's prior written consent before making any material changes to those activities.

3.3	The Client shall provide AmPlusBS with updated contact details and instructions regarding restrictions on communication matters.

3.4	The Client shall ensure that the Company has sufficient funds to meet its commitments to AmPlusBS and other third party suppliers of services and/or products in a timely manner. AmPlusBS shall not be responsible for financial commitments of the Client or the Company.

3.5	The Client shall not involve the Company in any unlawful act or undertaking as the same may be defined in various jurisdictions where the Client's Company undertakes business. It shall be the Client's sole responsibility to determine whether any such acts or undertakings are unlawful. AmPlusBS shall not be responsible for any unlawful act or undertaking in place where the Client or the Company has been engaged.

3.6	The Client shall indemnify and hold harmless AmPlusBS, its affiliates and their directors, officers, employees and agents from and against all claims, actions, costs (including legal) and liabilities arising out of or relating to these Terms and Conditions and the Services provided to the Company.

3.7	The Client shall make no reference to the registered office address(es) provided by AmPlusBS to the Client or the Company in any marketing or corporate materials, advertisements or public announcements without the specific written consent of AmPlusBS.

4.	Payments of Fees and Direct Costs

4.1	The Client undertakes to make payment of the negotiated and agreed fees for Services charged by AmPlusBS upon receiving an invoice from AmPlusBS for the same.

4.2	Fees are stated in AmPlusBS’s Fee Schedule, published from time to time, or as may be notified to or agreed with the Client.

4.3	The Client undertakes to pay AmPlusBS in advance all direct costs, government duties, license fees or government fees of any nature relating to the Company.

4.4	AmPlusBS will not be liable for any penalties, fines or other liabilities incurred by the Client or the Company and the Client accepts full responsibility to pay these and indemnify AmPlusBS against any liability in respect of the same.

4.5	In the event the Client fails to settle immediately the invoices issued by AmPlusBS, the Client hereby irrevocably authorizes AmPlusBS to withdraw from any sums held on any account managed by AmPlusBS or otherwise held by AmPlusBS, on behalf of the Client and / or the Company any monies required to discharge any fees or expenses, including any government fees, duties, taxes or penalties, payable to or by AmPlusBS or the Company.

4.6	If the Client does not renew the Services provided by AmPlusBS, the Client shall inform AmPlusBS accordingly within thirty days of receipt of AmPlusBS’s invoice for the forthcoming year’s Services. If the Client fails to notify AmPlusBS within the relevant thirty days, the Client shall be deemed to have agreed to pay AmPlusBS’s invoice for Services in full.

5.	Refund Policy

5.1	No refunds are given for Services rendered (regardless of the specified term of the relevant Services). No refunds will be made where AmPlusBS ceases to provide the Services or ceases to act for any reason whatever.

5.2	For annual Parking Service fees, no refund will be made if the Client terminates the Services or changes service providers prior to the anniversary date of the Parking Services.

6.	Confidentiality

6.1	AmPLusBS undertakes to the Client that where the Client, the Client's Appointees or the Company deliver to AmPlusBS confidential information, AmPlusBS will use all reasonable endeavours to keep it confidential. AmPlusBS in accordance with its statutory obligations protects personal information and personal data from unauthorised access, use or disclosure. This clause is not applicable when AmPlusBS is compelled by law to disclose such information.

6.2	Any report, letter, information or advice AmPlusBS gives to the Client, the Client's Appointees or the Company is given in confidence solely for the purposes of providing the Services and is provided on condition that the Client and the Client's Appointees will not without AmPlusBS'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 AmPlusBS.

7.	Termination of Services and Agreements

7.1	AmPlusBS shall be entitled by written notice to cease to provide the Services, if:
	The Clients or the Clients' Appointees in the reasonable opinion of AmPlusBS fail to observe to the fullest extent these Terms and Conditions;
	In the event of the death of the Client, including in the case of joint persons, the death of any one person, and the Client fail or have failed to make adequate provision for the disposition of the affairs and the clientship of the Company;
	In the event that any legal proceedings are commenced against the Company, the Client or the Client’s Appointees (including any injunction or investigative proceedings).

7.2	In any of the circumstances described in Paragraph 7.1 above, AmPlusBS reserves the right to take action pursuant to Paragraph 2 and to treat these Terms and Conditions as terminated without further liability on the part of AmPlusBS.

7.3	AmPlusBS may at its discretion cease to provide the Services upon giving to the Client or the Company 45 days written notice of its intention so to do.

8.	Governing Law and Jurisdiction

8.1	Unless otherwise agreed in writing between the Client and AmPlusBS, these Terms and Conditions shall be governed by and construed in accordance with the laws of Hong Kong Special Administrative Region and the courts of Hong Kong Special Administrative Region shall have exclusive jurisdiction in relation to any claim or dispute concerning or arising from these Terms and Conditions.