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TERMS OF ENGAGEMENT

Genesis Trust & Corporate Services Ltd. (the “Registered Office Provider”) provides registered office and/or other corporate services in the Cayman Islands. It provides these services to you (the “Entity”) on the terms and conditions (the “Terms”) set out below.

You may accept these Terms in writing or you may provide us with instructions or engage us in conduct to evidence your acceptance of these Terms.

SERVICES

  1. The Registered Office Provider shall:
  • maintain the registered office of the Entity at its own offices and the registered office address of the Entity shall be: C/o Genesis Trust & Corporate Services Ltd., Elgin Court, PO Box 448, Elgin Avenue, George Town, Grand Cayman KY1-1106, Cayman Islands;
  • make available within its premises such non-exclusive space as may be necessary to efficiently carry out its duties hereunder;
  • where the Entity is an exempted company, a foundation company or a limited liability company, maintain the minute book, statutory registers and other corporate records of the Entity and make all necessary filings with the Registrar of Companies pursuant to the Companies Act (as amended) of the Cayman Islands (“Companies Act”) or The Foundation Companies Act (as amended) of the Cayman Islands (“Foundation Act”), as applicable, or the Registrar of Limited Liability Companies pursuant to the Limited Liabilities Companies Act (as amended) of the Cayman Islands (“LLC Act”), as applicable, including the annual return, and pay on behalf of the Entity all annual fees payable to the Registrar of Companies, the Registrar of Limited Liability Companies or the Cayman Islands Monetary Authority, as applicable, to the extent that the Registered Office Provider has been provided with such funds;
  • where the Entity is an exempted limited partnership, maintain (where required) the register of limited partnership interests, the register of mortgages of limited partnership interests and all other partnership records of the Entity required to be maintained at the registered office pursuant to the Exempted Limited Partnership Act (as amended) (“ELP Act”), including a record of the address where the register of limited partnership interests is maintained, and make all necessary filings with the Registrar of Exempted Limited Partnerships pursuant to the ELP Act, including the annual return, and to pay on behalf of the Entity all fees payable to the Registrar of Exempted Limited Partnerships or the Cayman Islands Monetary Authority, to the extent that the Registered Office Provider has been provided with such funds;
  • where the Entity is a foundation company, act as secretary (as provided for in the Foundation Act), including issuing any notices required in respect of asset contributions in accordance with the Foundation Act and maintaining records in connection therewith;
  • provide copies of all or part of the minute books, statutory registers and other corporate or partnership records of the Entity to any persons authorised by any director, managing member, general partner, officer, employee or agent of the Entity, to receive them;
  • provide copies of all or part of the minute books, statutory registers and other corporate or partnership records of the Entity to any persons entitled to receive them in accordance with any applicable law, directive or regulatory requirement upon the request of such person without the need for any further approval or authorisation of the Entity;
  • use its reasonable endeavours to supply to the Entity all correspondence, information, documents and notices relating to the Entity received by the Registered Office Provider, and the obligation to supply the same shall be discharged by delivering, mailing, facsimile, or emailing the same to the Entity or to such person at such address as may from time to time be notified in writing to the Registered Office Provider PROVIDED THAT the Registered Office Provider shall not be liable to the Entity for the late receipt by the Entity of any such correspondence and other communications which the Registered Office Provider receives on behalf of the Entity from third parties;
  • use its reasonable endeavours to keep the Entity informed of all matters necessary to maintain the Entity in good standing under the laws of the Cayman Islands;
  • facilitate the keeping, by the Entity, of an information technology solution, allowing information to be filed on the Beneficial Ownership Register, as defined in the Companies Act or the LLC Act, as applicable, in a manner consistent with the requirements under the applicable laws of the Cayman Islands;
  • use its reasonable endeavours to file, transfer or otherwise make available any information on the Beneficial Ownership Register to a competent authority, at the request of any director, managing member, officer, employee or agent of the Entity; and
  • provide such additional services as may be required by law or requested by the Entity, and agreed by the Registered Office Provider.
  1. AUTHORITY
  • The Registered Office Provider shall be entitled to rely on the consent, approval and authorisation of the Entity in respect of any act, deed, document, matter or thing if it shall have been notified of such consent, approval or authorisation whether in writing, verbally or by email, by any director (or equivalent) or officer of the Entity or any other person who has been duly authorised (or the Registered Office Provider has reasonable cause to believe has been duly authorised) by the Entity or by any professional advisors to the Entity and shall not be liable for acting upon any such consent, approval or authorisation.
  • The Entity authorises the Registered Office Provider to file, transfer or make available any information to a competent authority, without notice to the Entity, if required to do so in accordance with any valid law, rule or regulation applicable in the Cayman Islands.
  • The Registered Office Provider shall not be liable as a result of any failure on the Entity's part to promptly give proper authorisations, instructions, approvals, information and documents as may be necessary to enable the Registered Office Provider to carry out its obligations hereunder.
  1. UNDERTAKINGS
  • The Entity shall promptly supply to the Registered Office Provider all such information, documents and instructions as are requested by the Registered Office Provider to fulfil its obligations hereunder. In addition, the Entity shall promptly inform the Registered Office Provider of any corporate action or changes to the Entity and promptly supply to the Registered Office Provider all such information and documents in connection therewith or as may be requested by the Registered Office Provider from time to time in order to assist the Entity in complying with its obligations under Cayman Islands law. Where the Entity is an exempted limited partnership, the Entity shall also provide the Registered Office Provider with up-to-date copies of the register of limited partnership interests, the record of the amount and date of the contribution or return of contribution of any limited partner, the register of mortgages of limited partnership interests and notice of any change in the address at which the register of limited partnership interests is maintained within 21 business days of any change therein.
  • The Registered Office Provider is subject to certain anti-money laundering obligations and counter terrorist financing obligations arising under the Proceeds of Crime Act (as amended) of the Cayman Islands, the Anti-Money Laundering Regulations (as amended), the Guidance Notes on the Prevention and Detection of Money Laundering and Terrorist Financing in the Cayman Islands (as amended) (together the "AML/CTF Obligations") which require the implementation and maintenance of certain compliance procedures including client identification and verification procedures, ongoing monitoring and testing of business relationships, internal reporting procedures for suspicious activities, internal audit procedures, and record keeping procedures. The Entity shall promptly supply to the Registered Office Provider all such information and documents as may be requested by the Registered Office Provider from time to time in order to comply with the AML/CTF Obligations as a result of the services provided to the Entity by the Registered Office Provider hereunder.
  • The Entity shall ensure that all information and documents delivered to the Registered Office Provider by or on behalf of the Entity to permit the Registered Office Provider to render any type of report to, or make any type of filing with, a third party will be accurate and complete in all material respects and the Registered Office Provider shall be entitled to rely upon the material accuracy and completeness of all such information and documents.
  • The Entity shall take reasonable steps to identify the Beneficial Owner(s), as defined in the Companies Act and the LLC Act, as applicable, and provide notification to such Beneficial Owner(s) of the requirements of any valid rule or regulation in the Cayman Islands, it being acknowledged that it is the Entity’s responsibility to instruct the Registered Office Provider on the details to be entered onto the Beneficial Ownership Register and that the Entity is responsible for providing the Registered Office Provider with any changes or knowledge of changes in shareholding, interest or voting rights, changes in influence or control and any changes to particulars of any Beneficial Owner, within two (2) business days of such change.
  • The Entity acknowledges and agrees that it is responsible for assessing and monitoring whether the Entity is exempt from the beneficial ownership requirements detailed in the Companies Act or the LLC Act, as applicable.
  • The Entity shall use its best endeavours to ensure that no breach of any Cayman Islands law occurs in connection with the operation of the Entity’s business and the Entity agrees to use its best endeavours to ensure that its business is not carried out in breach of any applicable laws of the Cayman Islands or any other jurisdiction and to keep the Registered Office Provider informed on a timely basis of all material developments in its business and other activities.
  • Where an Entity’s statutory records are maintained by a third-party service provider, the Entity shall ensure that the Registered Office Provider is provided with up-to-date copies of such statutory documents and that it is done so within 21 days of any change therein.
  1. FEES
  • The Entity shall pay to the Registered Office Provider the fees for its services as agreed from time to time (“Fees”), such Fees to be billed by the Registered Office Provider annually in advance on October 1, or at such other time or times as may be mutually agreed.
  • In circumstances where the Entity is required to pay to the Registered Office Provider fees in addition to the Fees, the Entity shall pay such additional fees upon receipt of the Registered Office Provider’s invoice, which will typically be raised on September 30 each year.
  • The Fees may be varied by the Registered Office Provider upon the giving of no less than three months’ notice thereof to the Entity.
  • In addition to the Fees, the Entity shall pay the Registered Office Provider an annual disbursement fee. This fee shall be non-refundable and shall be applied against all out-ofpocket expenses, other than governmental, regulatory or similar fees, reasonably incurred by the Registered Office Provider in the performance of its duties hereunder. Where such out-ofpocket expenses exceed the annual disbursement fee, the Entity shall pay for the additional disbursements upon receipt of the Registered Office Provider’s invoice, which will typically be raised on September 30 each year.
  • In addition to the Fees, the Entity shall reimburse the Registered Office Provider for all governmental, regulatory or similar fees, charges, taxes, duties, penalties and imposts whatsoever levied on or in respect of the Entity or its business as the Registered Office Provider may properly pay.
  • The Entity shall ensure payment of appropriate government and regulatory fees to the Registered Office Provider by no later than 1 January of the year in which such fees are payable and the Registered Office Provider shall not be responsible for any late payment penalties, fines or sanctions imposed by the government or any regulator if the Entity fails to make such payment including, without limitation, in respect of wire transfers received with insufficient details, non-receipt of wire transfer advices or for postal delays with regard to such payments. Further, the Entity acknowledges and agrees that failure to comply with its obligations under this clause may result in the Entity being subject to penalties for late filing. If a late payment penalty, fine or sanction is imposed on the Entity by the government or any regulator, the Entity agrees to pay the Registered Office Provider the penalty fee to offset the additional costs incurred by the Registered Office Provider in invoicing and specially paying such penalty, fine or sanction.
  1. LIABILITY AND INDEMNITY
  • The Registered Office Provider shall not be liable for any damage, loss, claims, proceedings, demands, liabilities, costs or expenses whatsoever suffered or incurred by the Entity at any time from any cause whatsoever unless caused by the Registered Office Provider's own dishonesty, actual fraud or wilful default, or that of any of its directors, officers, employees or agents as the case may be.
  • The Entity shall indemnify and hold harmless to the full extent permitted by law the Registered Office Provider, its successors and assigns and their respective directors, officers, employees and agents and each of them (together, the “Indemnified Persons”) against any claims, proceedings, demands, liabilities, costs, expenses, fines or penalties which may be incurred in consequence of this Agreement or as a result of the performance of this Agreement or as a result of the performance of the functions and services provided for hereunder except to the extent that the same are a result of the dishonesty, actual fraud or wilful default of such Indemnified Persons. In these terms, references to dishonesty, actual fraud or wilful default shall mean a finding to such effect by a court of competent jurisdiction.
  • The Registered Office Provider’s indemnification in respect of expenses shall be effected on an as paid and incurred basis, provided that in the event that a court of competent jurisdiction shall find in a final judgment that the Registered Office Provider is liable for the aforesaid expense, the Registered Office Provider shall be liable to refund all such expenses to the Entity forthwith without deduction.
  1. CONFIDENTIALITY
  • Unless instructed by the Entity to the contrary, the Registered Office Provider shall keep confidential all documents, materials and other information relating to the business, financial position or state of affairs of the Entity and shall not disclose any of the aforesaid (other than to its professional advisors) without the prior consent of the Entity, unless it shall in good faith determine that such disclosure is necessary in order to comply with any applicable law, directive or regulatory requirement (whether or not having the force of law, but if not having the force of law, compliance with which is in accordance with the general practice of persons to whom it is addressed). If the Registered Office Provider determines in good faith that such disclosure is necessary, the Registered Office Provider shall use reasonable endeavours to notify the Entity prior to such disclosure where permitted to do so.
  1. TERMINATION
    1. The agreement evidenced by these Terms may be terminated by either party:
    • at any time by notice in writing served by such party if the other party shall commit any material breach of its obligations hereunder and (if such breach shall be capable of remedy) shall fail within thirty days of receipt of notice in writing requiring it to do so to make good such breach; or
    • by giving not less than three months' notice in writing.
    1. The agreement evidenced by these Terms may be terminated by either party:
    • Upon termination:
    • the Entity shall, if applicable, promptly change the location of its registered office to another location;
    • the Entity shall reimburse or pay the Registered Office Provider for any fees, charges, taxes, duties, penalties, imposts and expenses accrued at the date of termination and not previously reimbursed or paid to the Registered Office Provider;
    • the Registered Office Provider shall, provided the Entity has satisfied its obligations under sub-clauses (i) and (ii) above, promptly deliver up to the Entity or as the Entity may direct all books of account, documents, papers, records and registers acquired, prepared or maintained by the Registered Office Provider on behalf of the Entity in the course of performing its functions hereunder; and
    • the Entity shall not wrongfully represent itself as continuing to retain the services of the Registered Office Provider.
  1. GENERAL
  • The Entity agrees that the Registered Office Provider is not responsible for the active management of the Entity, the commercial structuring of the Entity’s business or for the rendering of investment, commercial, accounting, legal or any other advice whatsoever to the Entity or any other person.
  • Nothing herein contained shall constitute a partnership between the parties hereto nor shall the Registered Office Provider or the directors, officers, employees or agents of the Registered Office Provider be deemed to be employees of the Entity or entitled to any remuneration or other benefits from the Entity other than as set out herein. Neither the Registered Office Provider nor the Entity shall have authority to bind the other or to contract in the name of or create a liability against the other in any way or for any purpose.
  • Subject to the Registered Office Provider's obligations of confidentiality set out hereunder, the Entity acknowledges and agrees that the Registered Office Provider shall not be prevented from providing registered office and corporate services of a like nature to other companies or persons.
  • No rights under these Terms may be assigned by any party without the prior written consent of the other party, other than the Registered Office Provider shall have full power to assign its rights under these Terms, or delegate or sub-contract any functions it deems necessary to perform its obligations under these Terms, to an Affiliate. An "Affiliate" shall mean any entity owned, whether directly or indirectly, or controlled by the Registered Office Provider.
  • Notices may be delivered or dispatched by registered mail, facsimile or email using such contact details as the receiving party shall designate in writing from time to time. Such notices shall be deemed to have been properly delivered if: dispatched by registered mail, on recorded delivery; by facsimile, on obtaining a delivery receipt; or by email, on sent confirmation.
  • No failure on the part of either of the parties to exercise, and no delay on the part of either of them in exercising, any right or remedy under these Terms will operate as a waiver thereof nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. All rights and remedies are cumulative and not exclusive of any rights or remedies provided by law.
  • These Terms are solely for the benefit of the parties hereto and any provision of these Terms may be amended only if the parties so agree in writing
  • Save in respect of Indemnified Persons who may enforce the provisions of these Terms, as applicable, a person who is not a party to the agreement evidenced by these Terms shall not have any rights under the Contracts (Rights of Third Parties) Act (as amended) of the Cayman Islands to enforce any term of these Terms. Notwithstanding any term of these Terms, the consent of or notice to any person who is not a party to the agreement evidenced by these Terms shall not be required for any termination, rescission or agreement to any variation, waiver, assignment, novation, release or settlement under the agreement evidenced by these Terms at any time.
  • These Terms shall be governed by and construed in accordance with the laws of the Cayman Islands, and the parties irrevocably agree to submit to the exclusive jurisdiction of the courts of the Cayman Islands to hear and decide any suit, action or proceedings, and to settle any dispute that may arise out of or in connection with these Terms.
  • If any provision of these Terms is or becomes invalid, unenforceable or contravenes an applicable law, the remaining provisions shall remain in full force and effect.