General Terms & Conditions
- Agreement: The management agreement, any amendments thereof either in writing or verbally, pursuant to which services are rendered, as well as any quotes or proposals made by Ascor to the Company.
- Services: All services rendered by Ascor, including the providing of a Managing Director.
- Company: the legal entity, individual, private foundation, trust or other legally recognized structure, receiving the services.
- Principal: The Ultimate Beneficial Owner of the Company or its duly authorized representative.
- Authorized person: The person who is authorized to give instructions to Ascor as mentioned in the Proposal-for-company-management-form.
- Managing director: a legal person, an individual, a legal representative, a registered agent, an attorney-in-fact or other representative provided by Ascor or one of its affiliates.
- GTC: These General Terms and Conditions.
- Ascor: The legal entity party to the Agreement.
- Ascor Trust: The legal entity party to the Agreement and all its affiliated companies.
- Relevant Law: Any law, rule or requirement that applies to the services rendered.
These GTC apply to all agreements and quotes made by Ascor Trust. Ascor Trust has the right to amend these GTC at any time. Amended GTC enter into effect one (1) month after the Company has been notified in writing.
The Company is responsible for determining that the scope of the services is appropriate for its needs.
The Company is responsible for providing and updating, in a timely matter, all information, assistance and facilities that Ascor needs in order to be able to render its services. The Company shall provide information that is correct and true. This information includes, but is not limited to details of transactions, agreements or commitments, any conduct that may result in litigation or other adverse consequences, information relating to the nature of the business, the Ultimate Beneficial Owner, the source of funds, in short all information relating to KYC/DD.
Ascor may use the information furnished without verification.
The Company shall make sure that the collection, retention of information for the purpose of rendering services complies with Relevant Law.
The Company will notify Ascor in writing when information is no longer correct.
The Company ensures that Ascor always has correct and complete contact details.
The Company confirms it is not engaged in illegal activities, including money laundering and the financing of terrorism.
Ascor will conduct the business of the Company to serve the best interest of the Company in accordance with Relevant Law.
Ascor has the right to determine, at its sole discretion in what manner the Services are to be performed.
Ascor may make any changes to the Services in order to meet Relevant Law or which it considers necessary.
Ascor is authorized to take all action necessary to safeguard the Company’s good standing.
All dates for delivery of the Services given by Ascor or the Company are for planning and are not contractual binding.
Ascor does not provide legal, tax or investment advice and non of the communication with Ascor may be considered as such.
Ascor has the right to retain any other entity which is part of Ascor Trust to perform part or all of the services on behalf of Ascor, without need of prior consent of the Company. Ascor shall remain fully responsible.
External advisors will only be retained after the Company has approved this unless external advise is necessary without delay.
If bookkeeping of the Company is not done by Ascor, the Company and Principal, both jointly and separately, warrant that Ascor will be notified immediately of any unusual transaction discovered. The Company and Principal will provide Ascor in a timely matter with financial reports.
The Company shall pay all amounts due to Ascor for the services rendered as set out in the Agreement.
In addition to the fees, the Company shall pay all out-of-pocket expenses incurred by Ascor in the performance of its duties.
The fees will be automatically adjusted regularly in case of inflation. The adjustment shall enter into effect 1 month after the Company has been notified in writing.
Any fees and/or expenses which are invoiced are to be paid within one (1) month after the invoice date. If the fees and/or expenses are not paid within this payment term, the Company shall be in default without a notice of default being required and Ascor will be entitled to charge a late payment interest of 1% per month.
All costs incurred by Ascor to collect any amounts outstanding shall be paid by the Company. Ascor is entitled to charge for each notice of default, reminder or request for payment of an overdue invoice.
Ascor shall be entitled to settle any amount due for the Services with any monies in the Company’s bank account or otherwise held by Ascor on behalf of the Company.
Subject to prior notice, Ascor is entitled to suspend or cease the providing of Services with immediate effect whenever any fees or expenses are not paid within sixty (60) days from the relevant invoice.
Funds belonging to the Company, held in Ascor Trusts’ third party account are held to the order of the Company and are administered as such. Ascor may make payments out of the funds upon proof of a payment obligation by the Company. The funds will bear no interest. Any costs will be for the Company and be settled from the funds in the third party account. The funds are repayable to the Company upon request. Ascor has the right to return the funds to the Company at any time.
The Company and Principal expressly authorize Ascor to disclose KYC/DD information to banks in relation to the opening of a bank account.
Ascor reserves the right to discontinue providing Services, without notice or reason.
Ascor may anyway terminate the Agreement immediately when the circumstances dictate that it can not be reasonably expected to continue to act as Managing Director including but not limited to the following events:
- a. Non payment of the fees
- b. At the sole discretion of Ascor a change in material circumstances concerning the integrity of the Company and/or Principal
- c. A material breach of the Agreement or these GTC.
In case of termination of the Agreement, Ascor shall hand over the corporate documents and financial records of the Company to the person/entity than designated by the Authorized Person or Principal after all outstanding fees and expenses are paid in full to Ascor.
Ascor shall not be liable for delays or incomplete transmissions of e-mails. Each party to the Agreement is responsible for protecting its own IT system from viruses or other forms of corruption.
The Company and Principal hereby undertake and agree both jointly and separately, both for itself and its assign, administrators and executors to indemnify and save harmless both Ascor and it successors from and against any and all claims, demands, liabilities (including taxes and penalty taxes), expenses, losses and damages of any kind whatsoever which Ascor or its successors may at any time incur or sustain by reason or as a result of its acting or having acted as Managing Director, except when Ascor has been found guilty by a competent Court of Justice of its own willful misconduct or gross negligence.
The above indemnity is a personal and indivisible obligation on the part of the Company.
These General Terms and Conditions have been deposited at the Court of Justice in Curacao.
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