HFSTH & COLL. General Terms and Conditions

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1. Definitions

1.1 HFSTH & COLL. hereinafter referred to as HFSTH, refers to the multi-jurisdictional marketing insignia of a service provider for management consulting and business start-ups and related services. Participating Companies are independent of each other and have the authority, either express or implied, to represent, bind or act, directly or indirectly, as a legal, governing or general representative for any purpose, or to be located in any jurisdiction outside the jurisdiction in which they are registered.

1.2 HFSTH Agent means any person or company designated by HFSTH who, from time to time, has become a director, deputy director, secretary, deputy secretary, manager, partner, accountant, VAT agent, trustee, protector, bank signatory, other officers, administrators, registered agents, providers of a registered office or address for legal services or a registered  Shareholder of the Company and its employees and any company under its direct or indirect control, as well as a director or employee thereof (this term shall include one of them).

1.3 Company means the company, trust, partnership or other structure established and/or managed by HFSTH at the request of the Owners (as defined below).

1.4 Services means the provision of management, administrative and other services by HFSTH and/or the HFSTH Agents requested by the Owners, or the persons appointed by the Owners (as defined below) or other activities necessary to maintain the Company in good standing, including, where applicable, the legal registers of the country of incorporation/ Foundation of the company.

1.5 Owner means the beneficial owners or owners of the Company, the term being, in the case of a person, includes his heirs, personal representatives and assignees and, in the case of more than one person, includes these persons jointly and severally and the surviving dependents of them and their respective heirs, personal representatives and assignees of the other part.

1.6 Managing Agent means a person who can be authorized by all owners of the Company to make inquiries to HFSTH in relation to the Company.

1.7 Persons Appointed by Owners means any person who is not an HFSTH Agent and from time to time as Managing Agent, Director, Alternate Director, Secretary, Assistant Secretary, Manager, Partner, Trustee, Protector, Bank Signatory, other officer, beneficiary of a power of attorney, administrator, registered representative, provider of a registered office or legal address or a registered shareholder of the  Society (this term includes one of them) may nominate, appoint or act.

1.8 Terms and Conditions means these Terms and Conditions, or other new terms and conditions published on the HFSTH Website from time to time or about which the persons appointed by the Owners may be informed from time to time.

1.9 Illegal activities are all illegal activities that include activities related to terrorism without prejudice to the generality of the foregoing; drug trafficking; money laundering; The receipt of proceeds from criminal activities or trade in countries that may from time to time be subject to an embargo imposed by the United Nations Security Council, the European Union or the United Kingdom.

1.10 Prohibited persons are persons:

1.10.1 Prohibited by the laws of any country because it is a minor or has no legal capacity (for whatever reason) or is otherwise not qualified to be a party to the contract.

1.10.2 Who are not insolvent or otherwise excluded from the activity of Director or who have been imprisoned or found guilty of a criminal offence (with the exception of a traffic offence which is not punishable by imprisonment).

1.10.3 Who have been proven in civil proceedings to be acting fraudulently or dishonestly.

1.10.4 who reside in a country subject to international restrictions or embargoes, including but not limited to the generality of the restrictions or embargoes imposed by the United Nations Security Council, the European Union or the United Kingdom.

1.11 Prohibited Activities means:

1.11.1 Activities that are not currently  authorised by HFSTH and which are activities involving: weapons, weapons or ammunition; mercenaries or contract soldiers; security and counterinsurgency equipment such as stun guns, electronic restraints, CS gas or other similar materials, pepper sprays or other devices that could lead to human rights violations or be used for torture; technical monitoring or eavesdropping devices; industrial espionage; hazardous or dangerous biological, chemical or nuclear materials, including equipment or machinery for the manufacture or handling of such materials and the transport, handling, disposal or deposition of such materials; human or animal organs; the misuse of animals, genetic material; adoption agencies, including surrogacy; the violation of refugees or human rights; pornography; drug paraphernalia, the provision of degrees or qualifications; the provision of credit cards; Pyramid sales, time share, religions, religious cults and charities.

1.11.2 Financial transactions that involve: obtaining funds from the public; investment advice to the public; the management of investments in a manner other than when the assets thus managed include the ownership of the company, or the operation and management of collective investment schemes.

1.11.3 Unless otherwise agreed in writing, any activity related to the provision of financial services that requires a license in a jurisdiction.

1.11.4 Any activity that may damage the good reputation of HFSTH or the country of incorporation/incorporation of the company.

2. Unacceptable business

If owners or owner-controlled persons are or become prohibited persons or engage in illegal activities or the Company engages in illegal activities or prohibited activities, HFSTH may, in its sole discretion, immediately terminate the Services or take all or all of the measures authorized in clause 8.4 of these Terms and Conditions.

3. Warranties

3.1 The Owners acknowledge, undertake, warrant and undertake with HFSTH and the HFSTH Agents that they are the final beneficial owners of the Company and that they do not act and will not act in trust for any other person, company or company in relation to the Company.

3.2 The Owners acknowledge and warrant that they and will ensure that the Owners:

3.2.1 will comply with these Terms and Conditions.

3.2.2 will agree to act if they are appointed as appointed by owners and that these owners appointed by owners understand their legal obligations and obligations.

3.2.3 have sought appropriate tax and legal advice in relation to the formation and operation of the Company.

3.2.4 agree that HFSTH and the HFSTH officers may rely on (but in no case are obliged to) the communications received from the Owners or the Managing Agent to determine what steps they must take in administering the Company and providing the Services.

4. Indemnification

The Owners (for themselves and on behalf of the owners appointed by the Owners) commit with HFSTH and with the HFSTH Agents and with the Company and, where appropriate, will ensure that the Company undertakes with HFSTH and HFSTH Officers that they will at all times receive INDEMNITY and KEEP officers from HFSTH and HFSTH Officers:

4.1. against any and all actions, suits, proceedings, claims, demands, costs, expenses and liabilities arising or arising out of or may be taken, initiated, made or sought by HFSTH or the HFSTH Agents in connection with or arising out of the use or actions of the Company or the provision of the Services.

4.2 with respect to anything to be done or omitted by HFSTH or the HFSTH Agents, provided that this provision has no application to any liability for death or personal injury arising from the negligence of HFSTH or the HFSTH Agents, or to any liability arising from fraud on the part of HFSTH or the HFSTH Agents.

4.3 in relation to any failure by HFSTH and the HFSTH Agents to comply with instructions or requests from the Owners, the Owners appointed by the Owners or the Company, in whole or in part, and that HFSTH and the HFSTH Agents are not responsible for not receiving them or any errors or ambiguities therein.

4.4 in relation to any loss or damage resulting from the use of fax or email, including the use of unencrypted emails, failed or incomplete transmission, distortion and loss of privacy due to viruses or other reasons.

4.5 in relation to penalties, fines, fees or other liabilities incurred by the Owners and/or the persons appointed by the Owners and/or the Company in relation to the Company and/or the Services.

5. No liability for loss

HFSTH and the HFSTH Officers expressly disclaim any liability to the owners, the owners appointed by the owners, the company and third parties for damages or losses to the owners, the persons appointed by the owners, the company or any other person resulting from the acquisition or operation of the company and / or the services by the owners,  the owners appointed by the owners, the company or any other person.

6. Obligations of the Owner

6.1 The Owners must notify HFSTH in writing 90 days in advance of their intention to discontinue the Services.

6.2 The Owners must obtain its written consent from HFSTH before attempting to change the Beneficial Ownership of the Company or appoint new owners, and such applications must be accompanied by details of such proposed changes or appointments that determine the generality of the

Atrium reserves the right to request further information on such proposed changes and to refuse to accept such requests.

6.3 The Owners must and will ensure that the persons appointed by the Owners:

6.3.1 You agree to immediately notify HFSTH of any matter that may affect the willingness or ability of the Company and/or HFSTH to provide or continue to provide the Services.

6.3.2 To inform HFSTH of the nature of the Company's activities and to obtain HFSTH's written consent before making any material changes to such activities.

6.3.3 Obtain written consent from HFSTH before posting any advertising or public announcements relating to any company or activities carried out by it.

6.3.4 guarantee at all times the due payment and reimbursement to HFSTH of all fees, withdrawals and expenses incurred by HFSTH in connection with the Company and in the provision of the Services.

7. Additional obligations of the owners

When HFSTH provides an officer

7.1 If HFSTH provides an Officer, the Owners must at all times have sufficient funds at the Company's disposal to meet its liabilities at maturity and, at the request of HFSTH or the HFSTH Officers, they shall pay the Company the amounts necessary for the Company to fully meet these liabilities.

7.2 If HFSTH provides an agent, the Owners must and will ensure that the persons appointed by the Owners:

7.2.1 immediately inform HFSTH of any matter that may affect the Company or of matters material to the Management or Affairs of the Company.

7.2.2 At the request of HFSTH or the HFSTH agents, to promptly provide all information requested by HFSTH to assist HFSTH in preparing the annual financial statements for the Company.

7.2.3 At the request of HFSTH or the HFSTH Agents, ALL information about the Company's assets, transactions or transactions will be disclosed to HFSTH or the HFSTH Agents.

7.2.4 Request consent from HFSTH in writing before attempting to sell, assign, sell, pledge or otherwise dispose of or encumber the Owners or any interest in the Company or any part thereof appointed by the Owners.  HFSTH reserves the right to request further information about such proposed changes and to refuse to accept such requests.

7.2.5 When the persons appointed by the Owners grant a power of attorney of the Company, they shall act in the utmost good faith vis-à-vis the Company, keep accurate records, disclose in writing to the Company and the HFSTH Officers all relevant facts relating to potential conflicts of interest with the Company and the ATRIUM agents each time,  if a power of attorney is exercised, in writing about the details of such actions and must acknowledge that if the Company is fraudulently induced to execute a power of attorney or scholarship holders act illegally or in bad faith, transactions that benefit these fellows may be terminated and these scholarship holders will be held liable to the grantor on a full compensation basis.

8. Instructions and Requests

8.1 The Owners, the persons appointed by the Owners and the Company undertake to provide HFSTH and the HFSTH Agents with all requests in writing by letter or fax, and HFSTH will only consider such requests if they are signed by all Owners or the Managing Agent.

8.2 The Owners acknowledge that HFSTH is bound by regulatory and other obligations under the laws and regulations of the jurisdiction in which the Services are provided and the jurisdiction of the formation/formation of the Company and agree that any action taken by HFSTH or the HFSTH Agents to comply with such laws or regulations shall not violate HFSTH's obligations.   from this Agreement.

8.3 In no event shall HFSTH and the HFSTH Officers be obliged to take any action that they deem unlawful or inappropriate or that may result in HFSTH or any of the HFSTH Agents assuming personal liability, and the Owners, the Owners appointed by the Owners and the Company agree that HFSTH is not liable to them for refusing to take such measures.

8.4 To the extent permitted by these Terms and Conditions, or if HFSTH or the HFSTH Officers request instructions and HFSTH have not received instructions within 30 days, or if the urgency of the matter requires action within a shorter period specified in the request, HFSTH or the HFSTH may: -officials immediately and without liability to the owner, the persons appointed by the owners or the company do not take any further action in a particular matter; or take no further action at all in relation to the Company and/or the Owners and/or the persons appointed by the Owners; or take any other action that they deem appropriate in their sole discretion or that they have guided by their legal counsel.

And

The owners irrevocably agree and agree that if the Company is a company and the HFSTH Officers are directors or managers of this Company or the Company is a partnership and the HFSTH Officers are members or managers of this partnership or the Company is a trust and the HFSTH Officers are trustees or protectors of this Trust,

HFSTH or the ATRIUM Agents may, without further notice to the Owners, take such steps as they deem appropriate in their sole discretion, which, without prejudice to the generality of the foregoing, includes the cancellation, dissolution or liquidation of the Company; or a withdrawal of all or any of the HFSTH -to effect agents; or the transfer of all or part of the shares, capital or participation of the company in the name of the owners; or the appointment of the owners as directors, officers, trustees or protectors of the company; or take any other action that they deem appropriate in their sole discretion or that they have guided by their legal counsel.

9. Payment of fees

9.1 Ownership of a company does not pass to the owners until full payment has been received by HFSTH, no refunds will be issued after an order has been processed and no refunds will be made if HFSTH ceases to provide services.

9.2 HFSTH does not provide services unless HFSTH has received all fees and payouts due to it in full and in advance in relation to the Company or the provision of the Services.

9.3 The Owners hereby irrevocably authorize HFSTH to withdraw funds from funds held by it on behalf of the Owners and/or the Company or in an account managed by it in order to settle all fees and expenses payable to or from HFSTH or the Company.

9.4 Should HFSTH cease to provide services, or should the Owners notify HFSTH that they no longer need a Business, the Company or the Owners shall reimburse HFSTH for any fees or costs incurred and pay HFSTH's fees in relation to the cancellation, dissolution, liquidation or transfer of the Company or otherwise in order to provide HFSTH or the Replace HFSTH officers.

9.5 The fees are specified in HFSTH's Schedule of Fees, which will be published from time to time or agreed with the Owner. Any changes will be posted on HFSTH's website or communicated to the Owner from time to time.

9.6 If fees for Services remain unpaid for more than 60 days, HFSTH and the ATRIUM Officers may, in their sole discretion, immediately terminate the Services and/or receive payments directly from assets of the Company and/or the Owners, and in such circumstances HFSTH reserves the right to:  the right to treat these Terms and Conditions as terminated without further obligation and to act in accordance with clause 8.4 of these Terms and Conditions.

9.7 Unless otherwise agreed in writing with the Owners, HFSTH shall not pay interest on funds held by HFSTH for the benefit of the Company and/or the Owners and/or persons engaged by the Owners.

9.8 HFSTH and its affiliates, as well as their officers, agents and employees, are entitled to withhold any commissions or fees paid or payable to them, notwithstanding that such commission or fee is a direct or indirect consequence of HFSTH or the HFSTH Agents acting on behalf of the Owners and/or the Owners appointed by the Owners, is to be paid.

9.9 In the event that the Owner requests HFSTH to transfer the management of the Company to another agent or Corporate Service Provider, HFSTH will not transfer the Company until all outstanding fees (including government fees, duties, taxes and other third-party withdrawals together with HFSTH's professional and transfer fees) have been paid in full.

10. Confidentiality and data protection

10.1 HFSTH and the ATRIUM Agents agree that the Owners, the persons appointed by the Owners or the Company, if they provide them with confidential information, will make every reasonable effort to keep it confidential.

10.2 HFSTH and the HFSTH Agents collect personal data and personal data when the Owners, the persons appointed by the Owners and the Company communicate with them and use this personal data and information to facilitate the provision of the Services and from time to time information, reference notes, guidelines, advice and for the marketing of such products and other services  and provide other information that HFSTH may provide to you from time to time.  HFSTH protects personal data and personal data from unauthorized access, use or disclosure. Except as permitted in these Terms and Conditions, the Personal Data and Personal Data collected will only be used for these purposes and will never be sold, loaned, rented or otherwise distributed outside hfSTH. The Owners and the persons appointed by the Owners accept that this may mean that personal data and personal data may be transferred to countries that do not provide adequate data protection regarding the processing of personal data and the free movement of such data.

10.3 HFSTH and the HFSTH Agents reserve the right to treat the confidentiality and data protection obligations in clauses 10.1 and 10.2 as inapplicable and to disclose confidential information, personal data and personal data if they are required to do so by law or if required to do so by third parties in order for HFSTH or HFSTH to -Agents who can provide services or if HFSTH has not been able to obtain the instructions of the owners or directors. seems to be in the best interest of the owners and/or the persons appointed by the owners and/or the company to provide such confidential information, personal information or personal data.

10.4 Without prejudice to the aforementioned duty of confidentiality, HFSTH and the HFSTH Agents reserve the right to act on behalf of other clients (including competitors of the Company, the owners or the owners appointed by the owners).

10.5 Any reports, letters, information or advice given to HFSTH or the HFSTH Agents to the Owners, the Owners appointed by the Owners or the Company shall be provided confidentially solely for the purpose of providing the Services and shall be provided on the condition that they undertake to provide the same or other Confidential Information provided by HFSTH or the  HFSTH agents  are not disclosed without the prior written consent of HFSTH.

10.6 Notwithstanding the provisions of this Agreement, HFSTH and the HFSTH Employees shall be entitled and irrevocably entitled to open, read and copy any correspondence, letters, faxes or other communications received by the Company and/or the Company on behalf of the Company, the Owners or the persons appointed by the Owners.

11. Duty of care

11.1 Before requesting the provision of services by the Agent, the Agent must obtain the following due diligence information about the Client and any natural and legal persons directly involved in the Company as shareholders, directors, account signatories, property attorneys or in any other similar capacity, unless such natural or legal persons are already known to the Agent:

A photocopy of the current passport, certified as a real copy by a notary, barrister, lawyer, consular officer, bank official or other person of similar official rank. This photocopy must contain the holder's signature sheet and be made in such a quality that the face of the passport holder is clearly recognizable. Upon expiration of this passport, the intermediary will receive a similar copy of the new and current passport.

11.2 Before the Agent provides Services, the Agent shall provide the Agent with an Order Form and a full set of ordinary copies of the Due Diligence Information as described above, such copies being sent to the Agent by all means of communication other than fax. At the express request of the Agent, the Agent shall provide the Agent with additional details about the Client's background and activities.

11.3 In addition to the due diligence information, the Agent shall keep up-to-date records at all times of the Customer's contact details, including the residential and postal addresses, telephone and fax numbers and the e-mail address.

11.4 If the Client is a corporation or a group of affiliated companies (e.B. linked by participations), the Agent will receive the due diligence information on all individuals who are the final beneficial owners of such a group of affiliated companies. This condition does not apply if such a corporate client is a public limited company.

11.5 The intermediary shall retain the due diligence information for at least five years from the date on which the business relationship between the intermediary and the client ends.

11.6 Should the Agent at any time be required by law to possess the original due diligence information, the Agent shall provide all such documents as requested by the Agent within five working days of receipt of such request. The Intermediary hereby confirms that there are no obstacles or restrictions, in particular through confidentiality provisions, which would prevent the release of such documents by the Agent to the Agent.

11.7 The Agent may not provide any of the Services to third parties while knowing that they are intended for subsequent resale without imposing the same due diligence obligations as indicated above on that third party.

11.8 Before the Agent provides services to the Agent, the Agent shall provide the Agent with the original due diligence information about the Agent himself. Such due diligence information will only be provided once at the beginning of the business relationship between the Agent and the Agent and thereafter updated only from time to time to reflect material changes in the Agent's organization.

11.9 Additional related information can be found in the separate notice on this website, namely "AML Policy and KYC Requirements "Know Your Client""

12. Measures to protect the company

If HFSTH - HFSTH provides officers, HFSTH and the HFSTH Officers are entitled to take any steps they deem appropriate in their sole discretion to protect the interests and/or assets of the Company and to seek such professional advice in the interest and expense of the Company, the HFSTH or the HFSTH Consider officers necessary.

13. Discontinuation of services

13.1 HFSTH and the HFSTH employees are entitled to cease providing the Services without notice if:

13.1.1 The Owners or the persons appointed by the Owners do not comply with these Terms and Conditions.

13.1.2 HFSTH or HFSTH's officers are made aware that the Company will be used for activities not included in the application form provided to HFSTH by the Owners or as subsequently notified and accepted in writing by HFSTH.

13.1.3 In the event of the death of one of the Owners or persons appointed by the Owners, the Owners shall not provide HFSTH with the name of an appropriate representative within a reasonable period of time.

13.1.4 In the event of the death of an Owner, including in the case of joint persons acting as owners, the death of one of these persons, the Owners shall not make any arrangements for the disposal of the affairs and property of the Company.

13.1.5 If HFSTH makes available to the HFSTH Officer, one of the HFSTH Officers will resign or in the event that legal proceedings are initiated against the Company (including injunctions or investigations).

13.2 In all circumstances described in clause 12.1 above, HFSTH reserves the right to take action approved in clause 8.4 of these Terms and Conditions and reserves the right to treat these Terms and Conditions as automatic and non-binding by HFSTH.

13.3 HFSTH may, at its sole discretion, cease to provide services if it notifies the Owners or the Managing Director 30 days in advance that it intends to do so.

13.4 The Company, the Owners and the persons appointed by the Owners acknowledge that HFSTH and the HFSTH Agents may continue to have regulatory/fiduciary obligations under applicable law. Accordingly, without prejudice to the rights of HFSTH and HFSTH Officers, it is agreed that ATRIUM and the HFSTH Officers are entitled (but not obligated) to continue to provide services to perform these tasks and THAT HFSTH is entitled to charge for the performance of these tasks at the applicable rate.

14. Interpretation

In offering and providing the Company and/or the Services, HFSTH and the HFSTH Agents do not endorse, nor shall it be construed as sanctioning, advocating in any way.

or directly or indirectly tolerate the commission of any unlawful act or omission by any person or entity in any jurisdiction or the use of the Company or the Services for any illegal or fraudulent purpose.

15. Notice

Any notice personally provided by the Owners, the persons appointed by the Owners, the Company, the Managing Director, HFSTH or the HFSTH Agents shall be deemed to have been given at the time of delivery; sent by letter in the United Kingdom shall be deemed to have been given 3 days after dispatch; dispatched by courier shall be deemed to have been issued 5 days after dispatch,  Letter sent by airmail shall be deemed to have been given 8 days after dispatch; by post outside the Isle of Man shall be deemed to have been abandoned or sent by fax 15 days after dispatch.

16. Miscellaneous

16.1 These Terms and Conditions supersede all prior terms and conditions and oral or written agreements relating to such subject matter.

16.2 No exercise or non-exercise or delay in exercising any rights or remedies available to either party under or under these Terms and Conditions shall constitute a waiver by that party of such or any other right or remedy.

17. Law

These Terms and Conditions shall be governed by and construed in accordance with the laws of Northern Ireland and the owners, and the owners appointed by the Owners and shall ensure, where appropriate, that the Company irrevocably submits to the exclusive jurisdiction of the courts in Northern Ireland, England or any other jurisdiction.

Responsibility

HFSTH has always been aware of its responsibility towards its own employees, customers and colleagues. This responsibility extends to international regulators, the Group's shareholders and the wider community, and in particular to the environment.

We are a professionally managed, responsible and ethical company determined to be widely recognized for its "Excellence in Global Corporate Services", the skills of the multidisciplinary and multilingual professionals we work with, and the seriousness with which each and every one of us is aware and assumes our corporate responsibility.

HFSTH prides itself on the role we play as one of the leading trustees in the global delivery of business services to the international community, and as part of this role, we recognize our specific responsibility to understand the concerns of others.

Our goal with this website is to provide information and show that the Group is both a responsible business unit and a responsible global provider of professional services.