Avcorp Registrations
Terms & Conditions

DEFINITIONS
1. The following terms shall where the context so admits have the meanings hereinafter assigned to them:

"Appointees" means and includes any individual or company and the heirs personal representatives assigns and successors in title of each of them who shall act in any capacity whatsoever in connection with the Managed Entity including but without limiting the generality thereof as a director officer employee agent trustee manager signatory or shareholder of any Managed Entity.
"Client"  means and includes the beneficial owners beneficiaries and instigators of a Managed Entity its agents and the Managed Entity itself and any of them which may from time to time receive Services from the Manager and shall include in the case of an individual his heirs personal representatives successors in title and assigns and shall in the case of more than one person mean such persons jointly and severally and shall include the survivor or survivors of them and the heirs personal representatives successors in title and assigns of each of them.
"Employees" means and includes the partners directors officers servants agents and staff of the Manager
"Managed Entity" means and includes any company corporation trust partnership association individual or other entity or person for which Services are provided by the Manager to the Client.
"Manager"  means and includes Avcorp Services Limited trading as Avcorp Registrations of the Terminal Building, Gloucestershire Airport, Cheltenham, Glos GL51 6SR, United Kingdom and all subsidiaries and associated companies and the heirs personal representatives assigns and successors in title of each of them and any of them which may from time to time provide Services for the Client.
"Services"  means and includes all work to be done and services to be provided in the establishment or administration of or for or on behalf of the Managed Entity by the Manager

Words importing the singular shall include the plural words importing the masculine gender shall include the feminine and the neuter and vice versa in each case and words importing persons shall include bodies of persons whether corporate or unincorporate.

REMUNERATION
2. The Manager shall be entitled to remuneration from the Client in accordance with its scale of fees in force from time to time in addition to reimbursement for all expenses duties taxes or charges and other liabilities incurred by it or the Appointees or Employees in the provision and performance of the Services.
3. The Manager shall be entitled to retain any benefit (whether direct or indirect) including but not limited to all commissions fees or other remuneration obtained:-
3.1 by reason of the Manager or any of the Employees or Appointees acting as manager trustee director or officer of or adviser to any company investment fund or scheme the shares or units of which are comprised in the assets of a Managed Entity;
3.2 on any purchase or sale of investments for or on behalf of the Managed Entity;
3.3 under any banking or investment advisory or other arrangements entered into on behalf of the Managed Entity;
3.4 on the giving of advice or other services to or in respect of the Managed Entity.

CLIENT COVENANTS
4. The Client covenants for himself and those persons or entities authorised by him and their respective personal representatives successors and assigns that:-
4.1 All monies payable to the Manager shall be paid within 10 days and interest will be paid on overdue payments at the rate of 15% per annum;
4.2 any asset owned by or introduced or caused to be introduced to the Managed Entity has been owned or introduced lawfully and is not derived from or otherwise connected with any illegal activity;
4.3 the Managed Entity will not be engaged or involved directly or indirectly in any unlawful activity or be used for any unlawful purpose and the Client will keep the Manager adequately and regularly informed of all business to be transacted in the name of or for the account of the Managed Entity;
4.4 at the request of the Manager the Client shall be obliged to disclose or to procure the disclosure to the Manager of any and all information concerning the Managed Entity or its business;
4.5 the Client will use his best endeavours to ensure that the Managed Entity is run in a proper and business-like manner and complies with all applicable laws and regulations;
4.6 the Client has taken appropriate tax and other advice with regard to the establishment conduct and use of the Managed Entity and is not relying on the Manager or its Employees to give such advice;
4.7 no instructions given to the Manager will require or involve any unlawful act or contain any falsehood and that all information given to the Manager will be full complete and accurate;
4.8 the Client will not use the Managed Entity in any manner contrary to any applicable code of dealing in securities;
4.9 the Client shall procure that the Managed Entity complies with all filing requirements in any applicable jurisdiction and that all taxes and governmental dues payable by the Managed Entity are discharged;
4.10 the Managed Entity will be kept in sufficient funds by the Client to honour its liabilities as and when they become due and the Client will at all times guarantee the due payments of any amounts due to the Manager which will be a first charge on the funds of the Managed Entity with no requirement that recourse be had to the assets of the Managed Entity or any other person before any claim be enforced under such guarantee;
4.11 the Client shall notify the Manager before alienating assigning selling pledging or otherwise disposing of or encumbering the Client's interest in the Managed Entity or any part thereof;
4.12 the Client will promptly inform the Manager of any potential or actual claim or demand or the commencement of any action suit or proceeding against the Managed Entity.

DISCLOSURE OF INFORMATION
5. The Client acknowledges that in certain circumstances the manager Employees or Appointees may be obliged to give evidence and information to courts or authorities in connection with the affairs of the Managed Entity.  Disclosure will not normally be made to third parties unless required by law or where the failure to make such disclosure would in the opinion of the Manager be prejudicial to them the Appointees or the Employees.

INSTRUCTIONS
6. The Manager is authorised to act and entitled to rely on instructions requests or advice from the Client or any person they believe to be duly authorised by the Client in all matters concerning the Managed Entity and its affairs.  Such instructions requests or advice may be communicated orally or in writing or by electronic means or otherwise and with or without authentication.

LIMITATION OF LIABILITY AND INDEMNITY
7. Neither the Manager the Employees nor the Appointees shall incur any liability:-
7.1 for any failure on their part to comply wholly or partly with any instruction request or advice which is not received or is incomplete incorrect illegible or ambiguous or for any lack of authority on the part of the person giving or making the same;
7.2 for the acts or omissions of any person or entity who or which is appointed designated or empowered to act as director officer employee agent individual trustee manager signatory or shareholder or holder of any general or special power of attorney with respect to the Managed Entity.

8. The Client undertakes at all times to hold the Manager the Employees and the Appointees harmless and to indemnify and keep them indemnified against all actions suits proceedings claims demands costs expenses and liabilities of whatsoever nature which may arise or accrue or be taken commenced made or sought from or against the Manager or the Employees or Appointees in connection with the Managed Entity or arising from the provision of the Services or any of them.

9. The Manager is authorised to take any steps which in its absolute discretion it thinks fit to protect or further the business or assets of the Managed Entity and to employ such advisers as it in its discretion considers appropriate and to do or cause to be done such other acts or things as it deems to be expedient in the interests of the Client and any expenses incurred shall be borne by the Managed Entity.

10. the Manager shall have the right to participate in and to the extent that it may wish to defend settle or compromise in consultation with the Client but at the discretion of the Manager any action suit proceeding claim or demand made against the Managed Entity.

11. Where a business or any interest therein is contained in the assets of a Managed Entity neither the Manager the employees nor the Appointees shall be bound or required to interfere in its management or conduct.

USE OF MANAGER'S ADDRESS, ETC

12. The address telephone telex and telefax numbers of the Manager and the names of the Appointees and Employees shall not (without their consent) appear on any notepaper or other documentation of the Managed Entity or in any advertising material nor shall the Client represent himself as having authority to bind the Managed Entity where no such authority has properly been given.

BREACH BY CLIENT
13. In the event that:-
13.1 any demand is made against the Managed Entity for payment of any sum due by the Managed Entity to any person including but not limited to any taxes duties fees or other governmental or state impositions and any fees and expenses due under clause 2 and such payment has not yet been made; or
13.2 the manager requires instructions from the Client and has been unable to obtain instructions which in its absolute discretion it considers adequate and proper; or
13.3 the Manager Employees or Appointees have received instructions from the Client or any authorised person which they believe it would be inadvisable to follow in the interests of the Client or the Manager; or
13.4 any action is deemed to be required by the Manager the Appointees or the Employees at their discretion;
then provided that the Manager shall have given notice to the Client that the provisions of this clause shall apply and provided that the Client shall not have complied with the notice within the period stated therein then the Manager may proceed in any one or more of the following ways;-
- take such further action as it may in good faith and at its sole discretion deem to be in the best interests of the Managed Entity the Client the Manager the Appointees and/or the Employees;
- take no further action at all in relation to the Managed Entity or in relation to a particular matter;
- utilize any assets of the Managed Entity in or towards the satisfaction of any such demand;
- have the Managed Entity dissolved struck off or otherwise terminated;
- transfer all or any shares in or capital of or other interest or assets in the Managed Entity into the name of the Client;
- have any aircraft registered to the Managed Entity exported to a different Aircraft Registry;
- secure any indebtedness owing to the Manager against any assets registered to the Managed Entity.
No liability shall attach to the Manager the Employees or Appointees in respect of or arising out of any action or inaction which is in accordance with the provisions of this Clause 13.

14. All and any obligation to provide the Services shall cease the Manager may withdraw the services or any of them and the Appointees may resign:-
14.1 forthwith if the Client shall fail to observe any of the terms conditions and obligations herein contained; or
14.2 if the Manager shall have given notice to the Client to that effect upon notice having so been given;
and the Manager shall then be entitled to proceed in one of the ways referred to in Clause 13 and the Client shall forthwith provide alternative facilities for the Managed Entity.

15. The Client's covenants shall remain effectual notwithstanding the cessation of the whole or any part of its duties and the Manager or Appointees shall be entitled to make such retentions and receive such indemnities as they may require in respect of any actual or contingent liabilities.

NOTICE
16. Any notice required to be given hereunder shall be in writing and in English addressed to the party concerned at its address from time to time notified to the other for the purpose failing which the last known usual address of such party.  Any notice:-
16.1 delivered personally shall be deemed to have been given at the time of such delivery;
16.2 sent by letter post shall be deemed to have been given 3 days after posting;
16.3 sent by telex or telefax shall be deemed to have been given at the time of transmission;

JOINT CLIENTS
17. Where two or more persons constitute the Client they shall be joint tenants with rights of survivorship unless written notice to the contrary is given to the Manager and each such person or entity hereby constitutes each and every other such person or entity to be his or its agent to exercise full power and authority in respect of him or it unless written notice to the contrary is given to the Manager and each such person or entity agrees that their obligations are joint several and indivisible.

FORCE MAJEURE

18. Both parties shall be released from their respective obligations in the event of national emergency ware prohibitive governmental regulation or if any other cause beyond the control of the parties or either of them renders their performance hereunder impossible.

WHOLE AGREEMENT
19. These terms and conditions constitute the entire terms and conditions and may not be amended altered varied transferred or assigned by the Client their servants or agents without the prior written consent of the Manager.

20. The Manager reserves the right from time to time to vary or modify these terms and conditions and its scale of fees as it thinks fit.  any variation sought by the Client to the terms and conditions from time to time published may only be made by written agreement with the Manager.

21. These terms and conditions will apply in respect of all Services actually provided by the Manager whether or not there shall be in existence any written or other express acceptance thereof by the Client.

GOVERNING LAW
22.1 These terms and conditions shall be governed by and construed in accordance with English Law and the Client irrevocably agrees for the exclusive benefit of the Manager that the Courts of England and Wales are to have jurisdiction to settle any disputes which may arise out of or in connection with these terms and conditions and that accordingly any suit action or proceeding arising out of or in connection with these terms and conditions (in this clause referred to as the "Proceedings") may be brought in such Courts.

22.2 Nothing contained in this clause shall limit the right of the Manager to take Proceedings against the Client in any other court of competent jurisdiction nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction whether concurrently or not.  The Client irrevocably waives (and irrevocably agrees not to raise) any objection which it may have now or subsequently to the laying of the venue of any Proceedings in the Courts of England and Wales or any other court nominated by the Manager hereunder and any claim that any such Proceedings have been brought in an inconvenient forum and further irrevocably agrees that a judgement in any Proceedings brought in any such Court as is referred to in this Clause shall be conclusive and binding upon the Client and may be enforced in the Courts of any other jurisdiction.

22.3 The Client irrevocably appoints Debenhams Ottaway of Ivy House, 107 St Peters Street, St Albans AL1 3EW, United Kingdom or other their principal business address from time to time as its agent to accept on its behalf service of any writ judgement or other notice of process in connection with Proceedings in the Courts of England and Wales.

VOID CLAUSES

23. Should any clause in these terms and conditions be found to be void for any reason the other clauses herein contained shall remain as valid and effectual as if the void clause had never been a part of these terms and conditions.

WAIVER

24. No failure or delay on the part of the Manager in exercising any power, right or remedy shall operate as a waiver thereof nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise of any such right or power or the exercise of any other right, power or remedy.

CUMULATIVE RIGHTS

25. The rights and remedies conferred on the Manager by this Agreement are cumulative and are not exclusive of any rights and remedies provided by law.