Disclaimer

  1. The Client agrees to pay the fees charged by JT Escrow for the provision of Services and any third party disbursements incurred by JT Escrow for the provision of the Services This includes fees for annually recurring Services billed at the rates applied by JT Escrow from time to time
    and fixed fees. JT Escrow will not begin to offer Services unless the requested payment has been received by JT Escrow. Although effort is made to maintain the same fee level for as long as possible, JT Escrow reserves the right to increase the level of annual fees payable but shall
    give the Client not less than 30 days notice of any increase prior to commencing provision of relevant Services. Additional work undertaken on behalf of the Client shall be paid for on a time-spent basis at the hourly rate then applicable.
  2. Fees shall be payable immediately upon issue of invoices to the Client. If invoices are not settled within 30 days of the invoice date JT Escrow shall be entitled to charge interest on all outstanding fees at the rate of 4% per annum over the best lending rate offered from time to
    time by HSBC for the currency in which the invoice is denominated.
  3. In the event of the Client failing to settle any invoice by the due date the Client and/ or the Company authorises JT Escrow to deduct fees from any account, monies or property under the control of JT Escrow in which the Client or the Company has a legal or beneficial interest
    and whilst any such fees remain outstanding JT Escrow shall have a lien on any papers books or records and/or all assets of the Company or the Client which are in the possession or under the control of JT Escrow.
  4. In the event that invoices remain outstanding JT Escrow shall utilize a debt collection service and the Client acknowledges that they will be responsible for fees incurred in connection with the debt collection.
  5. The Client acknowledges that late or non-payment of fees may result in a Company being in default of its statutory obligations and ultimately struck-off the register of companies in the jurisdiction of incorporation. The Client further acknowledges that unless and until the Company is struck-off or otherwise liquidated the Client shall remain liable to pay for the provision of continuing Services and all government fees, penalties and other disbursements payable to third parties.
  6. If the Client no longer requires JT Escrow to provide Services to a Company, not later than 30 days after the date of an invoice for annual Services the Client shall give written notice to JT Escrow accordingly failing which the Client shall be deemed to have accepted liability to pay
    for such Services and shall be liable for the payment of the said invoice in full.
  7. Services are provided on an annual basis and JT Escrow shall not, without prior written agreement, be required to provide such Services for shorter periods or for part only of the relevant annual period.
  8. Without prior agreement, JT Escrow will not pay interest on any monies held by or on behalf of a Client.
  9. A termination fee shall be payable by the Client to JT Escrow upon the Services no longer being required whether as a result of the winding up or disposal of the Company, the transfer of management or otherwise. JT Escrow shall be entitled to charge additional fees for documentary work, time spent in effecting such termination and disbursements payable to third parties.
  10. JT Escrow reserves the right to refuse to accept instructions from a Client or to discontinue the provision of Services without giving any reasons therefor.
    OFFICERS
  11. Where JT Escrow provides directors, company secretaries and/or registered agents (“Officers”) to or for a Company:
    11.1 The Officers may consult with and consider requests and suggestions from the Client in respect of the management of the Company but they shall be under no obligation to act in any manner that is or, in their absolute discretion, appears to them to be dishonest,
    illegal, improper, incorrect or otherwise wrong.
    11.2 JT Escrow shall procure the resignation and replacement of the Officers upon receipt of a written request from the beneficial owners of a majority of the voting shares of the Company except that in the case of a hybrid company or a company limited by guarantee the request may be properly given by the holders of a majority interest in the profits of the Company.
    11.3 The Client acknowledges and understands that JT Escrow provides Officers for many companies some of which may compete or have conflicting interests with the Company. While JT Escrow operates a policy of confidentiality the provision of Officers and related
    Services to other clients shall not be regarded as a breach of any duty in this respect and the Client gives informed consent to this arrangement.
    11.4 The Client shall at all times indemnify and keep indemnified the Officers in respect of all actions, claims and demands, losses, penalty payments and costs made against or suffered or incurred by the Officers in the exercise or purported exercise of their duties unless the Officers shall be guilty of personal dishonesty.
    11.5 The Client acknowledges and understands that Officers may incur personal liabilities if certain statutory obligations relating to the Company are not complied with and that compliance with such statutory obligations is dependent on the Client promptly paying fees and responding to requests for information. If the Client fails to pay fees when due or respond promptly to requests for information the Officers shall be entitled to resign
    their services and the Client hereby irrevocably and unconditionally appoints JT Escrow his attorney and agent for the purpose of appointing the Client as Officer in their place.
    11.6 The Client acknowledges and understands that no contract shall be concluded by the Client or any third party on behalf of the Company by email or any other means unless authorised by the directors of the Company in writing.