Terms of Service
1. Definitions and Interpretation
These terms and conditions form part of the Administration Agreement between the Client and Cayman Management Limited (the “Administrator”). In these Terms the following words shall have the following meanings:
“Act” means, as relevant, the Companies Act (As Revised), Limited Liability Companies Act (As Revised) or Partnership Act (As Revised) of the Cayman Islands.
“Authorised Persons” means such persons as may be authorised by the Client from time to time and notified to the Administrator in writing signed by any Director of the Client.
“BOTA” means the Beneficial Ownership Transparency Act (As Revised) of the Cayman Islands.
“Cayman AML Regime” means the Anti Money Laundering Regulations, Laws and Guidance Notes of the Cayman Islands applicable to sanctions, anti-money laundering and the combating of terrorist financing and proliferation financing, including but not limited to the Proceeds of Crime Act (As Revised), the Terrorism Act (As Revised), the Anti-Money Laundering Regulations (As Revised) and the Guidance Notes on the Prevention and Detection of Money Laundering, Terrorist Financing and Proliferation Financing in the Cayman Islands.
“CIMA” means the Cayman Islands Monetary Authority.
“Confidential Information” means information in whatever form (including without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, customers, products, affairs and finances of the Client for the time being confidential to the Client and trade secrets including, without limitation, technical data and know-how relating to the business of the Client or any of its suppliers, customers, agents, distributors, shareholders, management or business contacts.
“Constitutional Documents” means the memorandum and articles of association, the agreement of limited partnership, the limited liability company agreement or any equivalent governing or constitutional document of the Client.
“ES Act” means the Economic Substance Act (As Revised) of the Cayman Islands.
“Electronic Record” has the same meaning as in the Electronic Transactions Act (As Revised).
“Fees” means the fees set out in Schedule 2 (Fees) of the Administration Agreement.
“Interest” means, as relevant, share(s), partnership or limited liability company interest.
“KYC Information” means all such information and documentation relating to the Client and persons who are connected to the Client, which the Administrator may require the Client to furnish in accordance with the requirements of the BOTA, the ES Act, the Cayman AML Regime, or other applicable laws that are equivalent or analogous to any of the foregoing.
“Members” means the shareholders, members or partners of the Client at any time, including any class of members.
“Officers” means the officers of the Client at any time, including but not limited to, where relevant, directors, general partners, managers and managing members.
“Registrar” means, as applicable, the Registrar of Companies, the Registrar of Limited Liability Companies or the Registrar of Exempted Limited Partnerships of the Cayman Islands.
“Relevant Activity” has the meaning given to that term in the Economic Substance Act and any guidance issued thereunder, as amended from time to time.
“Services” means the services listed in Schedule 1 of the Administration Agreement. The Administrator shall only be required to provide those Services expressly designated as Included in Schedule 2, and all other services listed in Schedule 1 are excluded unless agreed in writing.
“Terms” means these terms and conditions, as made available at caymanmanagement.com/terms-registered-office-services.
Unless the context otherwise requires in this Agreement:
- the singular includes the plural and the masculine includes the feminine and neuter genders and vice versa;
- references to a “person” include natural persons, companies, partnerships, firms, joint ventures, associations or other bodies of persons (whether or not incorporated);
- references to a “person” include that person’s valid and lawful successors and legal personal representatives;
- “writing” and “written” includes any method of representing or reproducing words in a visible form, including in the form of an Electronic Record;
- a reference to “shall” shall be construed as imperative and a reference to “may” shall be construed as permissive;
- any phrase introduced by the terms “including”, “includes”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
- headings are inserted for reference only and shall not affect construction;
- references to any statute or statutory provision include that statute or provision as it may have been, or may from time to time be, amended, modified, re-enacted, or replaced; and
- references to a Clause or Schedule are to a clause or schedule of this Agreement.
2. Appointment of Administrator
The Client hereby appoints the Administrator to provide, and the Administrator hereby agrees to provide, the Services, with effect from the date of the Administration Agreement to the earlier of the date on which the Client is dissolved and the date of termination of the Agreement in accordance with Clause 10 (Termination).
3. Services
The Administrator shall provide only those Services which are expressly designated as Included in Schedule 2 (Fees).
Schedule 2 (Fees) may be amended from time to time by written agreement between the Parties, and any such amendment shall take effect on the date agreed between the Parties.
4. Undertakings of the Administrator
The Administrator hereby agrees:
- to perform and provide the Services in and from within the Cayman Islands;
- not to knowingly undertake any actions that may be inconsistent with the terms of the Constitutional Documents;
- to keep confidential all documents, materials and other information relating to the Client’s business, financial position or state of affairs and not to disclose any of the aforesaid, other than to its professional advisers or to the extent it determines in good faith that such disclosure is necessary in order to comply with any applicable law, directive or regulatory requirement;
- to perform such other services as may be agreed between the Client and the Administrator from time to time, subject to agreeing to the terms of any such further engagement at such time;
- to take any and all ancillary actions as may be necessary to effect the foregoing;
- to use all reasonable endeavours to forward to the Client all correspondence and other communications addressed to the Client, and the Administrator shall not be liable to the Client for the late receipt of any such correspondence received on behalf of the Client from third parties; and
- to decline to take any action or provide any Services where, in its reasonable discretion, it considers that such action may constitute or contribute to a criminal offence, regulatory breach, sanctions breach, or contravention of Cayman Islands law or regulatory requirements.
5. Undertakings of the Client
The Client hereby acknowledges and agrees:
- to provide the Administrator with all documentation pertaining to the Client as may be reasonably requested in the performance of the Services;
- promptly to provide all documentation necessary for the Administrator to maintain the corporate records of the Client, including (but not limited to) documentation relating to: nature of business and offering material; notices and minutes of meetings of Officers or Members; constitutional documents; satisfactory evidence of identity of Members, Directors and Authorised Persons; source of funds and KYC Information; written resolutions; officer appointments and resignations; changes to Director or Officer addresses; changes to Members and their holdings; powers of attorney; mortgages and charges; and financial statements;
- to provide KYC Information required for the Administrator to comply with anti-money laundering and anti-terrorist financing legislation and regulation applicable to it;
- to represent and warrant that all KYC Information provided under the Administration Agreement is true, correct and complete as at the Effective Date;
- to acknowledge that the Administrator is required to comply with the Cayman AML Regime and may decline or cease to provide Services where satisfactory KYC Information has not been received;
- to provide information required to comply with BOTA and to promptly notify the Administrator of any changes to such information;
- to acknowledge sole responsibility for determining whether it conducts any Relevant Activity for the purposes of the Economic Substance Act and for the accuracy of all information provided;
- to change its registered office upon termination of the Administration Agreement, unless termination occurs due to the Client’s dissolution; and
- not to use the registered office address or the Administrator’s name in any manner which implies that the registered office is the place of business, management, control, or substantive activity of the Client, save as required by applicable law.
6. Fees and Expenses
In consideration of the Administrator providing the Services, the Client shall pay to the Administrator the Fees as indicated in Schedule 2 (Fees).
The Fees shall apply for a period of 365 days from the date hereof and shall be non-refundable. Fees shall thereafter be reviewed on an annual basis and may be adjusted at the Administrator’s discretion to reflect changes in market conditions, operational costs, or other relevant factors. Any adjustment will be communicated to the Client in writing prior to taking effect. Any increase will be effective ninety (90) days after the date of written notice to the Client.
The Client shall also pay to the Administrator any regular expenses or disbursements properly incurred in the proper performance of the Services including, without limitation, travel and hotel expenses, photocopying, fax, telephone, postage, and other communication charges.
The Client agrees to ensure payment of the appropriate government fees to the Administrator by no later than 1 January of the year in which such fees are payable. The Administrator shall not be responsible for any late payment, fines, or sanctions imposed by the government if the Client fails to make such payment.
Payment of the Fees is due and must be settled within 30 days of the Client’s receipt of the relevant invoice. The Administrator reserves the right to add interest at the rate of one and a half percent per month (compounded monthly) to any amounts not settled within 30 days.
7. Liability and Indemnity
In performing the Services, the Administrator shall be entitled to rely upon all information, documents and instructions given by, or purporting to be given by, an Officer, Authorised Person or duly appointed agent of the Client and shall not be required to verify the accuracy or completeness of such information.
To the maximum extent permitted by law, the Administrator and each of its directors, officers and employees (each an “Indemnified Party”) shall be indemnified by the Client against any liability, action, proceeding, claim, demand, costs, damages or expenses, including legal expenses (each a “Liability”), which he, she or it may incur in connection with the provision of the Services, save to the extent that such Liability arose as a result of such person’s actual fraud or wilful misconduct, as determined by the final non-appealable findings of a court of the Cayman Islands.
An Indemnified Party shall not be liable to the Client for any loss or damage resulting (directly or indirectly) from providing the Services, save to the extent that such Liability arose as a result of such person’s actual fraud or wilful misconduct.
Without limiting the generality of this Clause 7, the Administrator shall not be liable to the Client for:
- any penalties, fines, interest or enforcement action imposed by the Tax Information Authority or the Department for International Tax Cooperation (“DITC”), the Registrar of Companies or any other governmental authority in respect of the Client’s obligations under any applicable legislation including without limitation, the BOTA or ES Act;
- any delay or failure in performing the Services arising from any third-party system, portal or platform being offline, unavailable, disabled, impaired or otherwise not functioning;
- any delay or failure caused by the Client’s failure to provide complete, accurate or timely information, documents or instructions; or
- any act taken or omitted in reliance on instructions or information provided by the Client or any Authorised Person, unless arising from the Administrator’s actual fraud or wilful misconduct.
Unless caused by their actual fraud or wilful default, the maximum aggregate liability of any Indemnified Party under this Agreement is limited to an amount not exceeding three (3) times the fees paid to the Administrator for the Services provided under this Agreement in the twelve (12) months immediately preceding the event giving rise to liability.
The provisions of this Clause 7 shall remain in full force and effect after the termination of the Administration Agreement.
8. Data Protection
In this section, the terms “data controller”, “data processor”, “data subject”, “personal data”, “personal data breach” and “processing” have the meanings given in section 2 of the Data Protection Act (As Revised).
Each Party undertakes that it will take all necessary steps to ensure that it at all times complies with the requirements of applicable data protection laws, including without limitation all requirements that apply to data controllers and data processors (as applicable to each Party) in the jurisdictions within which the Services are performed or received.
The Parties acknowledge and agree that the Services involve the Processing of personal data of Client data subjects on behalf of the Client and that, with respect to such personal data, the Administrator will be acting as data processor and the Client will be acting as data controller.
The Administrator undertakes to: comply with the principles and requirements of the Cayman Islands’ Data Protection Act (As Revised); only use, process, retain, or transfer personal data in order to fulfil its obligations under this Agreement; ensure equivalent data protection obligations are imposed on any authorised third parties; not keep personal data longer than necessary; and promptly notify the Client of any legally binding disclosure requests, security breaches, or data subject requests.
Personal data shall not be transferred or processed outside the Cayman Islands or with third-party processors without the Client’s prior written consent, except where such processing is in the provision of the Services and the third party is bound by equivalent data protection obligations.
9. Force Majeure
Neither Party shall be liable for any failure or delay in the performance of its obligations under the Administration Agreement to the extent such failure or delay is caused by events beyond its reasonable control (a “Force Majeure Event”).
Force Majeure Events include, without limitation, fire, flood, hurricane, pandemic, epidemic, tropical storm, typhoon, act of God, act or regulation of any governmental or supranational authority, war, riot, strike, lock-out, or other labour dispute.
The affected Party shall use reasonable endeavours to mitigate the effects of the Force Majeure Event and to resume performance of its obligations as soon as reasonably practicable following the cessation of the Force Majeure Event.
Nothing in this Clause shall relieve the Client of any obligation to pay Fees or other amounts properly due under the Administration Agreement.
10. Termination
Any Party may terminate the Administration Agreement, without cause, by giving each other Party not less than three (3) months written notice of termination.
The Administration Agreement may also be terminated immediately, at any time, by notice in writing by any Party if the other Party: (a) becomes subject to winding-up or liquidation, or becomes insolvent; or (b) commits any material or repeated breach and (where capable of remedy) fails to remedy such breach within thirty (30) days of notice; or if any creditor of the other Party commences proceedings, petitions for winding-up, or enforces any security interest over assets of that other Party.
Upon termination: the Client shall pay all outstanding fees, expenses and other sums as may be due; the Administrator shall arrange for corporate records and statutory registers to be forwarded to such person as the Client may specify; the Administrator shall have a lien over all books, records and documents until all outstanding amounts are paid in full; and termination shall be without prejudice to the accrued rights and obligations of any Party.
11. Confidentiality
The Administrator acknowledges and agrees that in the course of the provision of the Services, the Administrator will have access to Confidential Information concerning the Client and agrees that the Administrator will treat the same as confidential.
The Administrator agrees that it shall not use or disclose any Confidential Information except: where authorised by the Client; where required by applicable law or regulatory authority (including CIMA and the Cayman Islands Financial Reporting Authority); where required for the proper performance of the Services; or where the information is already in, or comes into, the public domain.
The Administrator’s working papers created in connection with the Services are the Administrator’s property and may be retained in accordance with the Administrator’s document retention policies and applicable law, subject at all times to the confidentiality provisions of this Agreement.
12. No Partnership or Employment Relationship
Nothing in this Agreement shall constitute a partnership, joint venture, or fiduciary relationship between the Parties.
The directors, officers, employees or agents of the Administrator providing the Services shall not be deemed to be employees of the Client or entitled to any remuneration or other benefits from the Client.
The Administrator shall be entitled to provide services of a like nature to the Services to any other person, firm or corporation.
13. Notices
Any notice, demand or other communication under the Administration Agreement shall be in writing and may be delivered personally or by post to the relevant Party at the address set out in the Agreement, or to such other address as that Party may notify in writing.
Every notice shall be deemed to have been received: (a) if sent by post, on the date of delivery at the physical address or PO Box of the recipient; (b) if delivered personally, at the time of delivery during normal business hours; or (c) if sent by email, at the time the email enters the recipient’s email system, provided that where such time occurs outside normal business hours, receipt shall be deemed to occur at the start of the next business day.
The Client may provide KYC Information as an Electronic Record subject to the Administrator’s discretion to require hard copies and/or certified copies. All copy documents must be the most recent version and have been certified by a suitable certifier, which includes such professionals as an attorney, accountant, notary public, judge, senior civil servant, government official or director or manager of a regulated credit or financial institution. No individual can certify their own documents.
14. Electronic Communications
The Parties acknowledge and agree that email and other forms of electronic communication are inherently insecure and may be susceptible to delay, interception, corruption, loss, alteration or unauthorised access. The Client undertakes to use reasonable and appropriate security measures when transmitting Confidential Information or personal data to the Administrator and accepts the risks associated with the use of electronic communications. This Clause 14 shall be subject to, and shall not override or limit, the liability and indemnity provisions set out in Clause 7.
15. Use of Technology and Artificial Intelligence
In providing services to the Client, the Administrator may use a range of technologies provided by third-party service providers. Such technologies may include, but are not limited to, those that facilitate minute-taking, document digitisation, document automation, audio transcription, remote conferencing, workflow management, electronic discovery, and digital signature, including those that may use artificial intelligence capabilities and/or cloud-based systems. The Administrator exercises reasonable care and skill in selecting and utilising such technologies in accordance with its legal, regulatory, and professional obligations as well as this Agreement.
16. Waiver
No waiver of any provision of the Administration Agreement shall be effective unless made in writing and signed by or on behalf of the Party granting such waiver. No waiver by either Party of any breach shall be deemed to be a waiver of any subsequent breach of the same or any other provision. Any failure or delay by a Party in exercising any right or remedy shall not operate as a waiver of that right or remedy.
17. Third Party Rights
Pursuant to the Contracts (Rights of Third Parties) Act (As Revised) of the Cayman Islands, each Indemnified Person shall be entitled to enforce any term of Clause 7 (Liability and Indemnity) as if it were a party to this Agreement. Notwithstanding the foregoing, the Parties may terminate, rescind or agree to any variation, waiver or settlement or extinguish or alter any entitlement or right of an Indemnified Person without obtaining the consent of any other person, including an Indemnified Person.
18. Conflicts of Interest
The Administrator shall maintain appropriate policies, procedures and arrangements to identify and manage any actual or potential conflicts of interest arising in connection with the provision of the Services. The existence of a conflict of interest shall not, of itself, prevent the Administrator from providing the Services, provided that such conflict can be appropriately managed. Where the Administrator reasonably determines that a conflict of interest cannot be adequately managed, the Administrator may decline to accept, or may terminate, the relevant engagement or Services to the extent necessary to resolve such conflict.
19. Business Continuity
The Administrator shall maintain appropriate business continuity procedures to minimise disruption and ensure the timely resumption of Services in the event of an unforeseen circumstance that disrupts normal business operations, including but not limited to natural disasters, cyber-attacks, or equipment failures. The Administrator shall use reasonable endeavours to resume the performance of the Services as soon as reasonably practicable following any such disruption, subject to the Force Majeure provisions of this Agreement.
20. Complaints
If you have any complaint about any aspect of the Services being provided under this Agreement, you should raise your concern with your usual contact at the Administrator. The Administrator maintains a formal complaint handling procedure, details of which are available on the Administrator’s website or upon request. Any complaint raised pursuant to this Clause shall be handled in accordance with such procedure as in effect at the time the complaint is made.
21. Assignment
Except as allowed under this Clause, neither of the Parties may assign, delegate, or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party.
Notwithstanding Clause 21.1, the Administrator may, upon not less than sixty (60) days’ prior written notice to the Client, assign or novate this Agreement as a whole (but not in part) to H&C Corporate Services Limited or any successor entity within the Administrator’s corporate group, provided that such entity assumes all of the Administrator’s rights and obligations under this Agreement.
22. Partial Invalidity
If any provision of the Administration Agreement is or becomes or is found by a court or other competent authority to be illegal, invalid or unenforceable in any respect, in whole or in part, under any law of any jurisdiction, neither the legality, validity and enforceability in that jurisdiction of any other provision, nor the legality, validity or enforceability in any other jurisdiction of that provision or any other provision, shall be affected or impaired.
23. Terms
The Client agrees that the Administrator can amend or vary the Terms at any time and at its sole discretion to reflect any change in applicable statutes, regulations, regulatory rules or case law. The Client acknowledges that the latest version of the Terms will override all previous versions unless otherwise noted. The most current version of these Terms is available upon request.
24. Variation
No variation of the Administration Agreement shall be valid unless it is in writing and signed by or on behalf of each of the Parties, save that Schedule 2 (Fees) may be amended in accordance with this Agreement without requiring any amendment to the remainder of this Agreement. For the avoidance of doubt, an assignment or novation carried out in accordance with Clause 21.2, or a variation of Terms under Clause 23, shall not constitute a variation for the purposes of this Clause and shall not require the written consent of the Client.
25. Entire Agreement
This Agreement sets forth the entire agreement and understanding between the Parties in respect of the matters which are the subject matter of this Agreement and supersedes all previous representations, undertakings and agreements with regard to the matters contemplated hereby.
26. Counterparts
The Administration Agreement may be executed in any number of counterparts and by the Parties on separate counterparts but shall not be effective until each Party has executed at least one counterpart. Each counterpart, once executed and delivered, shall constitute an original of this Agreement, but all the counterparts together shall constitute one and the same instrument.
27. Governing Law and Jurisdiction
The Administration Agreement shall be governed by and construed in accordance with the laws of the Cayman Islands and each of the Parties irrevocably submits to the non-exclusive jurisdiction of the courts of the Cayman Islands as regards any matter or claim relating to this Agreement.
Each of the Parties irrevocably waives any objection which it might have to the courts of the Cayman Islands being nominated as the forum to determine any action or proceeding which may arise out of or in connection with this Agreement and agrees not to claim that any such court is not a convenient or appropriate forum.