I. DEFINITIONS
“Ultimate Beneficial Owner” (UBO) means the Person who either directly or indirectly through his/her Professional Intermediary instructed DR Asset Planning Group (“DR”) to form the Company and / or provide the Services and is the Person disclosed to the bank, brokerage, lawyer or other third party supplier of Services as the Beneficial Owner.
“Client”means the UBO of the Company or representative authorized by the UBO of the Company who has requested DR to provide Services to the owner or representative of the Company.
"Company" means any company, trust, foundation, mutual fund, LLC or other legally recognized structure established and/or administered by DR.
"Designated Person" means a representative designated in writing and advised to DR by the Client to handle specific matters relating to the Client.
“Direct Cost” means any costs incurred by DR on behalf of the Client or his/her Company regardless of whether or not the Direct Cost is incurred in furtherance of the Services.
"DR" means DR Asset Planning Group, providing services directly or indirectly (e.g. by use of registered third parties) or any company affiliated with it, such as: ‘DR Managers Ltd. (Anguilla)’ and ‘DR Asset Planning N.V. (Curaçao)’.
"Person" means any natural person or Company.
“Professional Intermediary” means lawyers, accountants, investment advisors, fiduciary service providers and other similar professionals.
"Services" means, but is not limited to, company formation, administration, registered agent, company secretarial, directors, trustees, or nominee shareholders, bank or brokerage introductions, trustee, consultancy and other similar or related services provided by DR to the Client's Company.
II. REFUSAL TO PROVIDE OR TO CONTINUE PROVIDING SERVICES
DR reserves the right at any time to refuse to or to discontinue providing Services, without notice and without reason, to any Client or his/her Company.
III. CLIENT AND COMPANY INFORMATION – PRIVATE AND CONFIDENTIAL
DR maintains Client and Company information, such as the name, contact details and any other information concerning the Client or Company is private and confidential. As such, the information provided by the Client to DR or that acquired by DR during the provision of Services is stored in a secure location, is accessible only by designated staff of DR, and is and will be used only for the purpose for which the Client provides the information. Client and Company information will not be disclosed to third parties without the Client’s express written consent or to further the purpose for which the information was provided or if disclosure is required by law or is compelled by a competent court of law.
IV. CLIENT’S RESPONSIBILITIES
A. The Client is solely responsible for receiving tax, regulatory and other legal advice regarding the Client’s Company, the Services provided by DR to the Client and all Client matters in all the relevant jurisdictions of the Client’s citizenship or residence and the jurisdiction of incorporation or where business is conducted by the Client’s Company. DR can make introductions of professionals to the Client regarding these matters, but DR does not at any time purport to provide tax, regulatory or legal advice and is not responsible for either the same or the subsequent professional advice received from the introduction of other professional to the Client.
B. The Client shall provide DR with a signed Company Order Form and Beneficial Owner Declaration inclusive of all due diligence information indicated in the Company Order Form and Ultimate Beneficial Owner Declaration. The Client shall also provide, if applicable, all other information required by banks, brokerage firms or other third parties with which the Client instructs DR to engage in relation to the Company or provision of Services to the Company or the Client.
C. The Client shall ensure DR always has correct contact details and instructions regarding all matters regarding the Client’s Company and Services requested by the Client. This includes, but is not limited to, informing DR of details of transactions and copies of agreements or commitments entered into by the Company, any conduct of the Client or the Client’s Company that may result in litigation or other adverse consequences, and other similar matters. DR is not responsible for consequences where such information has not been accurately provided by the Client.
D. The Client shall not involve the Company in any unlawful act or conduct as the same may be defined in the jurisdictions in which the Client's Company does business or has adverse legal implications in the jurisdiction in which the Client resides and/or is liable for taxation in. The Client understands and confirms that it shall be the Client's sole responsibility to responsible for any unlawful act or conduct in which the Client or its Company has been engaged.
E. The Client shall be responsible for all financial commitments of its Company and understands and, consequently, the Client confirms that DR is not responsible for any financial commitments of the Client's Company.
F. The Client shall indemnify and hold harmless DR, its affiliates, directors, 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 Client and the Client’s Company, provided that DR acted in good faith.
V. FEES AND DIRECT COSTS
A. The Client undertakes to make payment of the negotiated and agreed fees for Services charged by DR upon the Client receiving an invoice from DR and the Services actually being provided to the Client or the Client’s Company by DR for the same.
B. The Client undertakes to pay DR and DR to reimburse, all Direct Costs of any kind relating to the Client’s Company. The Client understands and confirms that DR shall not be liable for any penalties, fines or other liabilities incurred by the Client or by the Client’s Company.
C. The Client is responsible for informing DR in a timely manner regarding the Client’s decision to discontinue the Client’s Company or the provision by DR of Services to the Client or the Client’s Company. Any failure by the Client to provide such information in a timely manner and the adverse consequences that may result from such failure are the sole responsibility of the Client.
D. The services provided by DR are subject to direct costs and variable costs, such as time and expenses services charged on hourly rates. The fees applicable to designated services may vary from jurisdiction to jurisdiction and may be amended in future times in accordance with DR’s current Fee Schedule.
E. Any administrative services not included in the set up and maintenance of entities by DR are charged on time spent basis, such as draft of Power of Attorney, meetings and calls with client, draft of resolutions and shareholder’s meeting, accounting, tax filing, etc.
F. By accepting these terms & conditions the Client agree with DR’s Fee Schedule.
VI. DIRECTORS, TRUSTEES, NOMINEE SHAREHOLDERS AND REGISTERED OFFICE
A. Directors provided by DR shall at all times review and consider requests from the Client in relation to the Client’s Company or Services provided to the Client or the Client’s Company, but Directors provided by DR shall not be required to act in any manner they deem to be dishonest, illegal, improper or unethical regardless of whether or not such requests are in fact dishonest, illegal, improper or unethical.
B. DR shall procure the resignation of Directors provided by DR upon written request from the Client.
C. Nominee Shareholders provided by DR shall issue a declaration of trust to the Client or the Client’s Designated Person in relation to shares owned, as a matter of law, by such Nominee Shareholders provided by DR to the Client’s Company.
D. DR or the registered agent in the relevant jurisdiction may relocate offices at any time and such a move may require changing of the mailing or registered office address of the Client’s Company. DR shall provide the Client as much advance notice as possible of any such move, but the Client understands and agrees that DR shall not accept responsibility for any costs incurred by the Client or the Client’s Company as a result thereof.
VII. DISCLAIMER OF LIABILITY
DR expressly disclaims any liability to the Client, the Client’s Company, and all third parties for any damage or loss to the Client, the Client’s Company or any other Person arising out of the use of the Client’s Company or the provision by DR of Services to the Client, the Client’s Company or any other Person, provided that DR acted in good faith and reasonable care and skill.
VIII. GENERAL PROVISIONS
A. All instructions or requests concerning the Client, the Client’s Company or Services to be provided by DR to the Client or the Client’s Company shall be given by the Client in writing to DR.
B. All communications in relation to Services provided by DR to the Client or the Client’s Company shall be deemed received by the Client or the Client’s Company if sent to the postal address, email address or facsimile provided to DR by the Client or the Client’s Company.
C. DR shall not be liable for any failure to comply with any instructions (in whole or in part) received from the Client and shall not be responsible for consequences arising from non−receipt of instructions for any reason. The Client has responsibility to ensure they receive receipt of DR’s confirmation of instructions and it is recommended they do so If the instruction is substantial, time sensitive or material. DR reserves the right to read, review or inspect any communications, documents or other items received at DR’s office for the Client or the Client’s Company.
E. These Terms and Conditions supersede any other understanding the Client believes he/she has with DR, whether oral or written, and no variation of these Terms and Conditions shall be effective unless agreed in writing by DR.
F. Any and all obligations of DR shall cease immediately if the Client fails to observe these Terms and Conditions or if DR learns that the Client’s Company is or has been used for activities other than that disclosed by the Client in the Company Order Form or the Client has provided incorrect information at any time to DR with regard to any aspect of his/her Company.
G. These Terms and Conditions shall be governed by and interpreted in accordance with the substantive laws of the jurisdiction relevant to the DR Office providing the services and all disputes arising in connection thereto shall be finally settled by the laws of Anguilla. For the avoidance of doubt, the Client and the Client’s Company and DR agree that the decision of such arbitration shall be binding on all parties to that arbitration.
IX. COMPLIANCE AND DUE DILIGENCE
As a regulated services provider, DR ensures its efforts to comply with international legislation in respect to money laundering, terrorism financing, tax evasion and other applicable criminal offences. DR maintains client records properly documented within the meaning of Client Due Diligence in order to comply with the compliance standards required by competent authorities and third parties, such as lawyers and bank institutions. The services being rendered by DR to its Client must be in conformity with applicable legislation. Upon occurrence of any amendment in the applicable legislation, DR undertakes the responsibility to adjust or amend its client records regardless of previous notice and the Client, UBO and Designated Person undertakes to provide DR with all documentation required from time to time in respect to Compliance. In addition, periodic risk assessment will be conducted.
