Terms and Conditions of Business

1. SERVICES

1.1 These terms and conditions apply to any company in the Fidux group of companies hereinafter referred to in this document as ("FIDUX"). FIDUX will provide the services requested by the Client (the "Specified Services") on the following Terms and Conditions.

1.2 It is clearly understood that, whilst FIDUX will endeavour to provide correct information on all its services, it does not provide legal, taxation, investment or accountancy advice. FIDUX strongly recommends that independent advice is sought by the client from appropriately qualified persons.

2. INSTRUCTIONS

2.1 Without prejudice to its duties as officer or the duties of its officers employees and agents and subject to paragraph 2.2 below, FIDUX will, unless agreed otherwise in writing, carry out all instructions received by it from or with the authority of the Client or any one client if there are two or more clients, and each client hereby appoints each of the other clients as his attorney-in-fact for the purpose of giving such instructions. If the person authorised in writing to give instructions (the "Client Contact Person") is other than the Client, the Client hereby appoints the Client Contact Person as attorney-in-fact for the purpose of giving such instructions. FIDUX will carry out all instructions given by or with the authority of the Client Contact Person. This power of attorney between clients or between the Client and the Client Contact Person shall remain in full force and effect until FIDUX receives written notice to the contrary from any one of the clients.

2.2 FIDUX will not be required to carry out instructions which it considers may be illegal or contrary to public policy.

2.3 In the event that FIDUX acts upon instructions given by any one client and later receives conflicting instructions from another of the clients, FIDUX shall not be bound to recognise or act upon any further instructions until it is furnished with unequivocal instructions signed by all clients.

2.4 FIDUX is authorised, but not required, to take any action which it deems necessary whenever it is impractical or impossible to obtain instructions from the Client or the Client Contact Person in due time or whenever action is stated to be required by law or by rulings or practice of appropriate authorities, local or foreign, in which instance, FIDUX shall not be required to determine whether such actions were required or necessary according to the correct interpretation of such law, rulings, or practice or to contest or otherwise oppose such actions.

2.5 FIDUX shall not be liable in any way for acting or not acting in accordance with opinions, advice, instructions, requests, certificates, powers of attorney or other instruments believed by it to be genuine.

2.6 Unless and until FIDUX receives written notice to the contrary, FIDUX is authorised to rely upon and act in accordance with any notice, demand, instruction or other communication which may be, or purport to be, given by telephone, telex, facsimile transmission, email or any other electronic means, orally or written, by the Client or the Client Contact Person.

2.7 In the case of loss suffered by the Client due to the non-execution or to the faulty execution of validly received instructions, FIDUX is liable only for losses resulting from its wilful neglect or default, gross negligence or actual fraud.

3. POWER OF ATTORNEY TO CLIENT

3.1 Should FIDUX grant a Power of Attorney to the Client or appoint the Client or his/her agent for any purpose whatsoever the Client or Client's agent will act strictly in accordance with the terms, conditions, powers and provisions of such Power of Attorney and will not in any circumstances exceed or attempt to exceed the scope of the power or authorisation thereby granted. In any event FIDUX shall not be liable for any act or omission by the Client or the Client's agent under any such Power of Attorney.

4. JOINT OWNERSHIP

4.1 Where there are two or more persons or entities entering into a client relationship with FIDUX hereunder, their agreements and undertakings herein shall operate as their joint and several obligations.

5. EXCLUSIONS AND INDEMNITIES

5.1 In consideration of FIDUX agreeing to provide the Specified Services:

1. The Client shall fully and absolutely hold harmless and indemnify FIDUX in respect of any liability in the form of loss, claims, costs, charges and expenses whatsoever made by any company or person in respect of the Specified Services including, but not limited to, any acts or omissions in the carrying out of any instructions which FIDUX believes to have been genuinely given by the Client, however received, either by telephone, telex, facsimile transmission, email or any other electronic means, orally or written, notwithstanding that such instructions may later prove not to have been given by the Client or with its authority.
2. The Client shall fully and absolutely hold harmless and indemnify FIDUX in respect of any liability arising from any adverse judgements, or otherwise, in respect of any claim, action, suit or proceeding (whether civil, criminal or administrative), including any amount paid to settle a claim or action or to satisfy a judgement, which liability arises directly or indirectly by reason of FIDUX (a) appearing on the register as shareholders of the Company, (b) holding any office or directorship in the Company, (c) holding the office of Administrator and/or Registered Office and/or Custodian, (d) taking or failing to take action in their respective official capacities with regard to the affairs of the, Company or other legal entities or (e) granting a Power of Attorney to a third party for any purpose whatsoever; provided that such liability shall not be due to the wilful neglect or default or actual fraud on the part of FIDUX.
3. The indemnities shall be enforceable against the, Company or other legal entities' funds in FIDUX's hands or assets under its control in respect of all actions, proceedings, claims, costs, charges and expenses whatsoever and wheresoever made against or incurred by it arising out of or in connection with the administration by FIDUX of any company, business or other entity and FIDUX shall have a lien on all such funds and assets until the amount of such claims, costs, charges and expenses in any current or pending actions or claims has been determined.
4. The Client shall fully and absolutely hold harmless and indemnify FIDUX in respect of loss, claims, costs, charges and expenses whatsoever incurred by the Client in respect of the Specified Services where oral instructions are given by way of telephone and which are not supported by subsequent written instructions notwithstanding that such oral instructions may subsequently prove not to have been given by the Client or the Client Contact Person or with the Client's or the Client Contact Person's authority.

5.2 FIDUX shall be entitled to take legal advice and, when so advised, to bring or defend or authorise the bringing or defending of any action, proceeding or claim without the express consent of the Client. The cost and expense of any such advice and of any legal action shall be borne by the Client.

5.3 The termination of the Specified Services shall not relieve the Client of its obligations under these and any other indemnities.

5.4 It shall be the sole responsibility of the Client to obtain such independent competent professional advice as to legal, taxation, investment, accountancy, exchange control or other matters as may be appropriate or desirable and under no circumstances shall FIDUX be liable or responsible for the efficacy of such advice/representation, or for any arrangement established by or upon the instructions of the Client or an authorised person or adviser.

5.5 FIDUX in its absolute discretion may require evidence where it deems necessary that the Client has engaged independent competent professional advice/representation as to legal, taxation, investment, accountancy, exchange control or other matters in connection with the Client's projected business with FIDUX. Furthermore, it is the sole responsibility of the Client to assure itself that such legal advice/representation is adequate for its needs.

5.6 Where FIDUX provides directorship services in respect of the Company, or other legal entities and unless (1) required by law, regulation or contract or (2) specifically requested by the Client, insurance cover will not be sought by FIDUX and the Client acknowledges that there may be a risk to the assets of the, Company or other legal entities. In such circumstances the Client shall fully and absolutely hold harmless and keep indemnified the directors in respect of any loss, claims, costs, charges and expenses incurred by the Company or other legal entities as a result of not having such insurance in place.

5.7 The foregoing exclusions and indemnity provisions are in addition and without prejudice to all other exclusions and indemnities expressed or implied for the benefit of FIDUX or generally available to FIDUX at law or otherwise.

6. MONEY LAUNDERING AND BRIBERY

6.1 FIDUX abides by all applicable anti money laundering and financing of terrorism legislation and the Client agrees to provide such additional information as may be required by FIDUX to verify the identity, bona-fides and/or details of any individual able to operate the business of the Company or other legal entities and the nature of transactions and/or source of funds.

6.2 If FIDUX is required, or feels obligated, to make further enquiries as to the precise source of funds, or the nature of funds, for a transaction, then FIDUX shall not be liable for any losses, of whatsoever nature, arising from any delays in effecting such transaction.

6.3 FIDUX has adopted policies and procedures for the prevention of bribery and the Client agrees to abide such policies and procedures including any entity or service being the subject of this agreement.

7. FEES AND EXPENSES

7.1 In consideration of FIDUX performing the Specified Services the Client shall pay, and accordingly authorises FIDUX to collect, all fees in accordance with the written fee agreement or, if no such agreement is in place, in accordance with FIDUX's standard Fee Schedule and Terms and Conditions from time to time in effect. The Client shall also reimburse FIDUX for any and all expenses, charges and taxes incurred by it in the carrying out of the Specified Services.

7.2 The fees, expenses and other charges of FIDUX in accordance with Clause 7.1 shall be a first charge on the assets of the Company or other legal entities and furthermore FIDUX shall have the right of set-off against the balances or other assets of all accounts of the Client or held on behalf of the Client. Upon default by the client FIDUX may, at its discretion, dispose of any asset over which it has a right of lien, either by enforced sale or in the open market.

7.3 Where the Client instructs FIDUX to perform the Specified Services, the Client will be responsible for the costs of such Specified Services regardless of whether the services are concluded.

7.4 The Client hereby agrees that in the event of non-payment of fees and/or any other payments which are necessary to keep the Company in good standing, FIDUX may deduct such payments from any available assets of the Company or other legal entities of the Client connected with or related to such Company or other legal entities.

8. ASSIGNMENT OF INTERESTS

8.1 The Client undertakes to notify FIDUX of any changes in beneficial ownership relating to the, Company or other legal entities and to provide details associated with such changes as are reasonably requested by FIDUX.

CLIENT UNDERTAKINGS

9.1 The client undertakes to ensure that any company, business or other entity operates correctly and legally and furthermore complies with any reporting or other requirements, including Securities laws and other legislation of any relevant jurisdiction.

9.2 Where required by the domestic law of the Client to arrange for the appointment of an agent in order to comply with a taxation authority, the Client undertakes responsibility for the decision as to the appointment or the failure to appoint such agent and indemnifies FIDUX and holds FIDUX harmless for such decision.

9.3 The Client undertakes to procure that any and/or all government duties, franchise or other taxes are paid expeditiously to FIDUX and, where appropriate, bona-fide accountancy information is supplied. If late payment is made, it is agreed that the client will pay, or procure the payment, to FIDUX of any late filing fees, penalties, costs or other liabilities that may have been incurred as a result of such late payment.

10. TERMINATION

10.1 The Specified Services may be terminated by FIDUX at any time without cause and by the Client on 3 months written notice to FIDUX, provided that termination by the Client shall not be effective until the Client has discharged, or caused to be discharged all obligations to FIDUX, including obligations for which FIDUX could be made liable and all outstanding fees, expenses and charges due to FIDUX.

11. CORRESPONDENCE AND MAIL

11.1 All correspondence in relation to, addressed to or received for the Client will be forwarded to such address as the Client shall instruct in writing from time to time. If required to "Hold all Mail", FIDUX is hereby indemnified against loss for or arising from non-delivery of such mail.

12. SAFEKEEPING

12.1 All items held in safekeeping by FIDUX are at the risk of the Client although FIDUX will use its best endeavours to ensure that items are held in a secure facility. The Client hereby indemnifies FIDUX against all loss for or arising from non-delivery of any safekeeping items.

13. CONFIDENTIALITY

13.1 Except as may be required to carry out the Client's instructions, or to comply with any overriding legal or professional obligation FIDUX may have to the courts or otherwise, FIDUX undertakes to keep the Client's identity and affairs confidential at all times unless the Client permits disclosure or the relevant information is already in the public domain.

13.2 The Client has the right to the access and request for rectification of any data held by the company in accordance with the Data Protection legislation.

14. CONFLICT OF INTERESTS

14.1 An actual or potential conflict between the Client's interests and the interest of another client of FIDUX may arise during the course of providing the Specified Services to the Client. If this situation arises during FIDUX's appointment, FIDUX will discuss the position with the Client and determine the appropriate course of action. In order to protect the Client's interests, FIDUX may in certain circumstances have to cease supplying the Specified Services.

14.2 The Client will notify FIDUX if it has reason to believe that a conflict has arisen or may arise.

15. GENERAL

15.1 In the event that any provision of these Terms and Conditions of Business or any part thereof is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

15.2 The term "FIDUX" includes Fidux Trust Company Limited Gibraltar, Fidux Trust Company Limited UK, Fidux Management Services GmbH, Fidux Management SL, Fidux Management d.o.o., its parent, subsidiary, associated and affiliated companies and their directors, shareholders, officers, employees and agents, its successors and assigns.

15.3 In these Terms and Conditions, where the context so permits, the masculine shall include the feminine and vice-versa, the neuter shall include the masculine and vice-versa, and the singular shall include the plural and vice-versa.

15.4 These Terms and Conditions of Business, which shall be deemed to come into full force and effect and be applicable to all clients from the date of issue, constitute the entire agreement between FIDUX and the Client with respect to the subject matter hereof and supersede all previous expectations, understandings, communications, representations, agreements and Terms and Conditions of Business, whether oral or written between FIDUX and the Client with respect to the subject matter hereof.

15.5 Should the client have a complaint regarding the service received from FIDUX it should be sent in writing and addressed to the Managing Director, where it will receive immediate attention.

16. GOVERNING LAW AND JURISDICTION

16.1 These Terms and Conditions of Business shall be governed by laws and other legislation of the relevant jurisdiction and the courts thereof shall be the exclusive forum for the interpretation and adjudication of any actions or claims arising here from.

16.2 The Client irrevocably agrees to submit to the jurisdiction of the courts in charge. FIDUX still retains the right, however, to bring legal proceedings at the address of the client or before any other competent court of law.

IMPORTANT NOTICE

FIDUX provides corporate services pursuant to this agreement only and no representation made by any officer, employee or agent of FIDUX whether ancillary and incidental to the services provided by FIDUX or otherwise shall constitute tax advice. Clients and potential clients are therefore advised to consult their professional advisers concerning possible taxation or other consequences of purchasing, holding, selling or otherwise disposing of assets under the laws of their country of incorporation, establishment, citizenship, residence or domicile or elsewhere.