TERMS OF BUSINESS

The following comprises the standard terms of business governing the relationships between Offshore Advisor and its Clients.

1. Definitions

“Offshore Advisor” means ISLA Associates Ltd., a company incorporated in the Commonwealth of Dominica No. 10881, including all its employees, agents, officers and servants from time to time, as well as any subsidiary or nominee company directly related to ISLA Associates Ltd., involved in provision of the Services to the Client and/or to the Company.

“Owner” means the beneficial owner(s) of issued share capital of the Company.

“Company” means the relevant company, trust or partnership owned by the Owner and to which Offshore Advisor provides or is to provide its Services.

“Client” means the Company and/or the Owner and/or a person(s) having requested Offshore Advisor to provide Services, as well as their successors and authorized representatives.

“Services” means any of the following: Consulting Services, Domiciliary Services, Bank Account Opening Service and such other service as may be agreed by the parties.

“Consulting Services” mean general business consultancy activities such as provision of advice, guidance or operational assistance to businesses on the matters of offshore company formation and operation, offshore banking and asset protection.

“Domiciliary Services” mean services comprising one or more of the following as agreed and as amended from time to time: formation of a company, provision of the registered office/registered agent/company secretary services, provision of Nominee Shareholders, Nominee Directors and other officers to comply with the law of the Relevant Jurisdiction, provision of Mail-forwarding, Fax, Telephone and Office Facilities, and such other accompanying services as may be explicitly agreed between the parties.

“Bank Account Opening Service” means introduction of the Client to a banking institution in the Relevant Jurisdiction and assistance with the paperwork, and comprises no guarantee of success with the opening of a bank account. Our services include:

• Preliminary consultation on opening of accounts, bank services, fees and charges;
• Assistance with preparation of the corporate and personal documents and application forms for account opening;
• Obtaining a pre-approval from the bank on account opening, if required;
• Introduction of the Client to the bank;
• Guidance through the account opening process, mediation and communication with the bank until you and/or your company is assigned a bank account number.

The banking institution opens accounts at its discretion and reserves the right to refuse without giving reasons.
Should you come up against a situation, when the bank you have chosen rejected your application, we will do our best to let you open account with another bank.

“Provision of Nominee Directors” means using all reasonable endeavours to arrange for suitable persons to accept appointment as Directors of the Company. The directors are not responsible for the day-to-day operation and running of the Company and shall not be entitled to control the bank accounts and other assets of the Company and transactions entered into by the Company, unless otherwise is explicitly agreed between the parties.

“Provision of Nominee Shareholders” means the provision of shareholders in respect of the issued share capital of the Company on the basis of the standard documentation evidencing the appointment as nominees.

“Mail-forwarding, Fax, Telephone and Office Facilities” mean the reception of mail packets, fax messages and telephone messages etc. on behalf of the Company, whether at the Company’s registered office in the Relevant Jurisdiction or elsewhere, and forwarding it to the Client. The available volume of this type of services depends on the capacities of a particular Provider.

“Provider” means registered agent(s), banking institution(s), other corporate, administrative and financial services provider(s) in different jurisdictions.

“Relevant Jurisdiction” means jurisdiction in which the Services are provided and/or the jurisdiction of incorporation of the Company.

“Fees” mean a schedule of Offshore Advisor’s fees as defined by the attached Provisions.

“Order Form” means the Incorporation Form available from Offshore Advisor on request to be completed and submitted by the Client before commencement of Services.

“Terms of Business” means these Terms of Business or other new Terms of Business as may from time to time be published by Offshore Advisor on its website (www.isla-offshore.com) and shall constitute the exhaustive basis on which Offshore Advisor is to provide Services to the Client and/or to the Company (and together constitute the “Agreement”).

2. Unacceptable Business Activities

2.1. “Illegal Activities” mean any activity designated anywhere in the world as illegal or criminal, including but not limited, activities relating to terrorism, drug trafficking, money laundering, receiving the proceeds of criminal activities.

2.2. “Prohibited Activities” mean activities that are not accepted by Offshore Advisor in accordance with its policy of unacceptable business activities, which include:

arms, weapons or munitions; human or animal organs, including blood and plasma; the abuse of animals, the use of animals for any scientific or product testing purpose; genetic material; adoption agencies, including surrogate motherhood; the abuse of refugees or human rights; pornography; provision of trustees or services relating to the administration or management of trusts and companies or the undertaking of any business that might compete with Offshore Advisor; any other activity that may damage the reputation of Offshore Advisor or the country of establishment or incorporation of the Company.

2.3. If the Client engages in any Illegal or Prohibited Activities, Offshore Advisor may at its discretion immediately terminate the Services to the Client.

3. Duties of Offshore Advisor

3.1. Offshore Advisor will provide its Services with the reasonable skill and care of a professional business consultant and intermediary corporate service provider in all cases as soon as reasonably practical. Time shall not be of the essence of this Agreement.

3.2. Consulting Services. Offshore Advisor provides Consulting Services on a paid basis unless otherwise agreed between Offshore Advisor and the Client. Offshore Advisor reserves the right to refuse of provision of Consulting Services without giving a reason.

3.3. Bank Account Opening Service is available through Offshore Advisor and its partner Providers in different jurisdictions.

3.4. Domiciliary Services are available through Offshore Advisor and its partner Providers in different jurisdictions, with which Offshore Advisor has the according intermediary agreement. The Client can get in direct contact with the Provider upon preliminary agreement with Offshore Advisor.

3.5. Offshore Advisor will accept instructions regarding the Company only from the Client, except as in case of death or incapacity of the Client to act (including, but not limited to, an incapacity to act resulting from actions of governmental institutions). Offshore Advisor shall accept instructions from third party(ies), if such has been appointed in writing by the Client and the identity and the conditions of the appointment of such third party have been indicated by the Client beyond reasonable doubt.

3.6. Offshore Advisor shall not in any event be required or obliged to take any action which it considers to be unlawful or improper or which may cause it to incur any personal liability, and the Client agrees that Offshore Advisor shall not be liable for refusing to take any such action.

3.7. Offshore Advisor reserves the right to refuse any order at its discretion without giving the Client a reason for the refusal.

3.8. Responding to customers inquiries. Offshore Advisor consultants respond to all customers inquiries in order of priority and in the shortest possible time, but not later than within 48 hours.

4. Duties of the Client

4.1. The Client is totally responsible for all business and financial transactions of the acquired Company. The Client confirms that the purposes, for which the Company and Services are acquired, do not include any of the Illegal or Prohibited activites referred to in the above articles 2.1 and 2.2.

4.2. Due Diligence (“Know Your Customer”). As and when requested by Offshore Advisor, the Client shall provide proof of identity and sufficient identifying documentation for the Client and for all individuals and legal entities directly involved in the Company as shareholders, directors, attorneys-in-fact and/or beneficial owners or in any other similar capacity. Such due diligence documents may include a certified copy of a valid ID document, proof of address, reference letter or other documents depending on the case (“KYC Documents”). The exact requirements to such documents shall be determined by Offshore Advisor according to its KYC Policy and Procedures. Offshore Advisor reserves the right to refuse to provide any or all of the Services before the Due Diligence documents and information, as described in this article, are furnished by the Client.

4.3. In order to enable Offshore Advisor to meet its legal and regulatory obligations in respect of the administration of the Company, as well as before the Provider in the Relevant Jurisdiction, the Client agrees to keep it fully and promptly informed of the beneficial ownership of the issued share capital of the Company and of any changes or dealings in relation thereto (whether by transfer or grant of option or agreement to do so or otherwise).

4.4. The Client agrees and confirms that all information and documents provided to Offshore Advisor are true and correct.

5. Fees and Invoicing Arrangements

5.1. A written quotation for any specific scope of services and Offshore Advisor’s scale of charges is available upon request.

5.2. The formal ground for payment of any fees is a numbered invoice issued by Offshore Advisor to the Client. Price quotation is not a ground for payment. Invoice shall be issued by Offshore Advisor in response to a completed Order Form or explicit request for the Services from the Client. Any specific terms of payment of fees shall be indicated in the invoice.

5.3. Offshore Advisor is not bound to provide any of its Services before the Client pays the invoiced fees in full.

5.4. The Client acknowledges that late payment of certain fees, in particular annually recurring fees, may involve substantial late penalties or surcharges, to be payable by the Client before any Services may be provided. The Client also acknowledges that the failure to pay such fees on time may result in the Company being dissolved, wound-up or struck off the Registry or the resignation of its registered agent in the Relevant Jurisdiction.

6. Order Processing

6.1. The Client is to contact Offshore Advisor (one of its consultants) to select the appropriate offshore tool; read our Terms of Business, complete our Order Form and submit it online, by email, fax or mail or otherwise explicitly request for the Services to be provided; send us by email, mail or courier their personal documents according to our Due Diligence requirements for the chosen Services (KYC Documents as stipulated in the Article 4.2 above). The KYC requirements for each jurisdiction are available on our website or upon request.

6.2. Having received the Order, Offshore Advisor is to issue the according invoice to the Client. Before the invoice is issued, Offshore Advisor reserves the right to refuse of any order without giving a reason.

6.3. The Client receives the invoice and makes a payment according to our payment instructions. Before the invoice is paid, the Client may cancel the order at any moment.

6.4. Once we have received the required KYC documents and payment, and having the details of your order clear and agreed, we process the order.

6.5. After the order is paid for, the Client may not cancel it unilaterally and request the return of payment. It’s solely upon Offshore Advisor’s discretion to cancel it. We will stop and cancel the order, and return your payment, if we find it possible. In this case your payment will be returned with deduction of our expenses on handling the funds and settlements.

6.6. Processing of orders paid online by credit or debit cards. As soon as you completed the Order Form on our website following the instructions, the according invoice for payment will be generated immediately. One of Offshore Advisor consultants will contact you back by email or telephone within 24 hours of your order, to confirm the details of your order and delivery terms. You can then proceed with payment online. Please note that the charges will be debited from your debit/credit card in real time.

DalPay Retail is the authorized reseller of services provided by Offshore Advisor/ISLA Associates Ltd. “dalpay.is +18778657746″ will appear on your card statement.

7. Liability

7.1. When the Client places an order, liability of Offshore Advisor shall be limited only by the amount paid to Offshore Advisor. Offshore Advisor specifically disclaims and the Client agrees to release Offshore Advisor from any and all claims, damages and liability arising from any errors made by Offshore Advisor.

7.2. No responsibility for loss suffered directly or indirectly by any person acting or refraining from acting wholly or partially upon as a result of the information provided on Offshore Advisor’s website or any other online information sources, e-mail or other communications or for any error or omission, inaccuracies or inconsistencies presented in this information can be accepted by Offshore Advisor.

7.3. The risk of misunderstandings, errors and losses due to bad, incomplete and ambiguous communication and the risk of any instructions being issued by unauthorized third parties are the Clients’ own.

7.4. Under no circumstances Offshore Advisor shall be liable or responsible for any damage or inconvenience caused or alleged to be caused by the use of the Services.

7.5. The Client is totally responsible for compliance with their local tax and other legislation and for legitimate usage of all documents and information provided by Offshore Advisor.

8. Legal, Financial and Tax Advice

Offshore Advisor is not a law firm, nor a financial institution, nor a tax advisor, and does not provide legal, financial or tax services or advice accordingly. Offshore Advisor encourages the Client to seek appropriate professional opinion and advice from his lawyer, tax advisor and other professionals familiar with the relevant legislation in the Client’s country of residency. No e-mail or other communication to or from Offshore Advisor shall form attorney-client relationship.

9. Communication

To the fullest extent permitted by the applicable law, any information, notices or other communications regarding Client’s order and/or Client’s use of the Services, may be provided to the Client electronically, and the Client agrees to receive all communications from Offshore Advisor in electronic form. Electronic communications may be done through email or messaging facilities of Offshore Advisor’s website www.isla-offshore.com. All communications in either electronic or paper format will be considered to be in “writing,” and to have been received no later than five (5) business days after posting or sending, whether or not the Client have received or retrieved the communication. Offshore Advisor reserves the right, but assumes no obligation to provide communications in paper format by mail, as well as by fax, phone or other available means.

10. Information, Privacy and Confidentiality

10.1. Offshore Advisor agrees that where the Client gives it confidential information subject as stated herein it shall use all reasonable endeavours to keep it confidential.

10.2. Without prejudice to the said duty of confidentiality, in accordance with Offshore Advisor’s KYC Policy and Procedures documents and information received from the Client are subject to share with or transfer to the Provider in the Relevant Jurisdiction to the extent necessary to fulfill the Client’s order.

10.3. The Client acknowledges that Offshore Advisor is bound by regulatory and other obligations under law of the Relevant Jurisdiction and agrees that any action or inaction on the part of Offshore Advisor as a result thereof shall not constitute a breach of Offshore Advisor’s duties hereunder.

10.4. Without prejudice to the said duty of confidentiality, Offshore Advisor reserves the right to act for other clients (including competitors of the Owner/Company).

10.5. Payment by credit and debit cards. Your credit or debit card details will be handled securely to ensure full confidentiality. Top level SSL encryption is employed to ensure sensitive data is protected.

11. Shipping

11.1. Orders are usually shipped in 1 to 10 working days from receiving of the Client’s payment and KYC documents and having all details of the order clear and agreed. The Client should always check special conditions for the ordered Services.

11.2. Shipment by courier delivery. Offshore Advisor’s shipping policy is to use a shipping method which can be tracked by the Client. Therefore by default all orders will be shipped to the Client by courier delivery, such as FedEx, DHL, TNT, UPS or the like, unless no other shipping options are agreed with the Client.

11.3. Offshore Advisor is not held responsible for any additional fee the local carrier in the Client’s country may charge.

11.4. Client’s local customs regulations. Offshore Advisor is not held liable for any customs duties or taxes that arise from the Client’s local customs office. No refunds will be given for items that are seized at the Client’s local customs office.

12. Guarantee, Refunds and Cancellations Policy

12.1. Guarantee. All ordered documents and items conform with the Client’s order, otherwise Offshore Advisor is to correct them at its expense.

12.2. Cancellations. As per the article 6.3 above, before the invoice is paid, the Client may cancel the order at any moment. As per the article 6.4 above, after the order is paid for, the Client may not cancel it unilaterally.

12.3. Refunds. After the invoice is paid, you can request the return of payment, but it’s solely upon Offshore Advisor’s discretion to cancel it. We will stop and cancel the order, and return your payment, if we find it possible. In this case your payment will be returned with deduction of our expenses on handling the funds and settlements.

Normally, we do not give a refund if you simply change your mind or make a wrong decision. However, it is possible upon mutual agreement, since our aim is to have you happy with our service.

You can choose between a refund, exchange or credit, whatever option will appear available and viable to fit your circumstances.

13. Jurisdiction

Relationship of Offshore Advisor and the Client is governed by the law of the Commonwealth of Dominica and subject to the exclusive jurisdiction of the courts of the Commonwealth of Dominica.

14. Acceptance of this Terms of Business

The Client agrees that placing an order with Offshore Advisor constitutes the Client’s agreement to be bound by the above Terms of Business.