These standard terms and conditions form part of the Agreement between the Client and Cayman Management (the “Terms“). In these Terms the following words shall have the following meanings:
“Agreement” means any corporate or director services agreement, signed application form or such other written agreement of which these Terms form a part;
“Authorised Person” means any person given the authority of the Client to instruct Cayman Management or to sign anything on his behalf;
“Client” means the Client named in the Agreement, to include all beneficial owners of the Client Company and the Client Company the subject of the Agreement. All obligations in respect of more than one person constituting the Client shall be joint and several.
“Client Company” means the company incorporated at the request of the Client or such other company, Limited Partnership, foreign corporation, Foundation Company or other entity which is detailed in the application form and is the subject of the Agreement;
“Cayman Management” means Cayman Management Ltd. or any of its subsidiary or affiliated companies;
“Fee Schedule” means the schedule of fees and charges operated by Cayman Management from time to time;
“Indemnified Party” means Cayman Management, and its directors, officers, shareholders, employees and agents, present and future; and
“Law” means the current revision of any Law of the Cayman Islands.
In these terms and conditions:
- the singular shall include the plural and vice versa and words importing any gender shall include all genders;
- “persons” shall include companies or associations or bodies of persons whether corporate or unincorporated; and
- reference to laws or statutes are to laws and statutes of the Cayman Islands and include any revisions, statutory modifications and re-enactments thereof for time being in force.
Cayman Management may communicate by e-mail in providing services for any Client or Client Company. Cayman Management shall not be responsible for failed delivery or the unauthorised interception, redirection, copying or reading of e-mails including any attachments, nor will Cayman Management be responsible for the effect on any computer system of any e-mails, attachments or viruses which may be transmitted in providing the services under the Agreement. The use of e-mail by Cayman Management to communicate and transmit information will not in and of itself constitute a breach of Cayman Management’s confidentiality obligations under the Agreement. Skype or WhatsApp are also recognised methods of communication as an alternative to a telephone call and in the event that the Client agrees with Cayman Management to communicate in this way the Client accepts any risks attaching thereto.
Cayman Management shall not be required to take any legal proceedings on behalf of any Client Company other than as may be expressly agreed in writing. At all times, Cayman Management and its directors, officers, authorised signatories, employees and affiliates shall be fully indemnified and remunerated by the Client to Cayman Management’s reasonable satisfaction for costs and liabilities, including all charges in respect of time spent by Cayman Management in connection with such legal proceedings.
Cayman Management shall not at any time disclose to any person and shall treat as confidential, any information relating to the business, finances or other matters of the Client which it may have obtained as a result of its services under the Agreement except:
- any information already known to the recipient;
- any information which is public knowledge;
- any information required to be disclosed by any law, regulation or court order to any governmental or other regulatory or taxation authority (for example the Cayman Islands Monetary Authority, the Competent Authority and the Tax Information Authority of the Cayman Islands);
- any information given to professional advisors receiving the same under a duty of confidentiality;
- any information given with the consent of the parties to the Agreement; or
- as may be determined by Cayman Management to be appropriate to protect the interests of the Client Company, Cayman Management or its employees or any of its other client companies.
The terms set out herein and in the signed application form shall represent the entire agreement between the parties in respect of the Client Company.
The Agreement shall be governed by, interpreted and construed in accordance with the laws of the Cayman Islands and all parties submit to the non-exclusive jurisdiction of the courts of the Cayman Islands.