(1) First Sentinel Trust Company Ltd, a company incorporated in Sweden and having its registered office at Suite C 208, La Croisette, Chemin Vingt Pieds, Grand Baie, Mauritius (“First Sentinel Trust Company”);

AND

(2) The Client(s) identified in Schedule 1 (“Client”);
In respect of the Structure(s) identified in Schedule 2 (“Client Structure(s)”);
First Sentinel Trust Company and the Client shall together be referred to as the ‘Parties’ to this Agreement;
First Sentinel Trust Company and the Client shall each be referred to as a ‘Party’ to this Agreement;

1.1. The Client has requested First Sentinel Trust Company to provide incorporation, management, administrative and accounting services, (the “Services”), as detailed below, and to act as the administrators for the Client Structures on the terms and conditions of this agreement:

1.1.1. Incorporation of the Client Structure(s);
1.1.2. Registration and licencing of the Client Structure(s) with the relevant authorities;
1.1.3. Provision of registered address in Mauritius;
1.1.4. Provision of resident director(s) for the Client Structure(s) (if applicable);
1.1.5. Opening of bank accounts in Mauritius;
1.1.6. Application for Tax Residency Certificate (if applicable);
1.1.7. Administration and Company Secretarial Services;
1.1.8. Accounting Services and filing of all accounting and tax returns to the relevant authorities;
1.1.9. Listing of the Structure(s) on the Stock Exchange of Mauritius (if applicable);
1.1.10. Execution of all administrative tasks to ensure compliance of the Client Structure(s) with the Mauritian legislations, licencing conditions and international best practices.

1.2. This agreement shall commence on the date stated at the beginning of it and shall continue, unless terminated earlier under clause 11 Termination, until either party gives to the other party 2 months' written notice to terminate.

1.3. For the purpose of this agreement reference to First Sentinel Trust Company shall include all its subsidiaries, group or associated companies and all directors, trustees, employees, offices, agents, representatives and assigns.

2.1. The fees for the Services shall be calculated in accordance with First Sentinel Trust Company’s standard fee rates as set out in First Sentinel Trust Company’s standard fee schedules or as otherwise agreed.

2.2. The Client Structure(s) shall pay each invoice submitted to it by First Sentinel Trust Company, in full and in cleared funds, within 7 (seven) days of receipt to a bank account nominated in writing by First Sentinel Trust Company.

2.3. To enable the Client Structure(s) to honour its liabilities, in particular any fees due by the Client Structure(s) to First Sentinel Trust Company for the provision of the Services, as and when they become due, the Client, in respect of each Client Structure, shall unless otherwise agreed in writing, be required to:
2.3.1. Open a separate bank account (“Client Retainer Bank Account”); and
2.3.2. At all times maintain a minimum bank balance of US$ 5,000.00 (Five Thousand United States Dollars) in the Client Retainer Bank Account; and
2.3.3. Provide all necessary consents as may be required to appoint First Sentinel Trust Company or its duly authorised representatives to be the sole signatories on the Client Retainer Bank Account.
OR
2.3.4. Send a deposit of US$ 5,000.00 (Five Thousand United States Dollars) to the First Sentinel Trust Company Retainer Bank Account.

2.4. Should the Client Structure(s) fail to settle any invoice submitted to it by First Sentinel Trust Company within the designated time period, First Sentinel Trust Company shall be entitled, without further notice to the Client or the Client Structure(s), to take payment of its fees from the Client Retainer Bank Account or from the First Sentinel Trust Company Retainer Bank Account. The Client and/or Client Structure(s) shall be required with 7 (seven) days of receiving written notification to do so, top up the Client Retainer Bank Account or First Sentinel Trust Company Retainer Bank Account to ensure the minimum bank balance or deposit of US$ 5,000.00 (Five Thousand United States Dollars) is at all times maintained.

2.5. First Sentinel Trust Company shall, subject to at least 1 (one) month written notice, notify the Client of any increase in its fees, or alternatively as agreed to between the parties from time to time.

2.6. In the event that the application for incorporation or licensing of the Client Structure(s) is rejected by any regulatory authority for any reason, First Sentinel Trust Company reserves the right to retain 20% (Twenty percent) of such set-up fees paid by the Client for the setting up of the Client Structure(s) PLUS any regulatory fees and compliance fees incurred by First Sentinel Trust Company.

3.1. The Client is jointly and severally liable with the Client Structure(s) (“Co–obligors”) for the fees under clause 2 Fees and Settlement, and for all other obligations under this agreement.

3.2. First Sentinel Trust Company may take action against, or release or compromise the liability of, a Co-obligor, without affecting the liability of any other Co-obligor.

4.1. The Client guarantees to First Sentinel Trust Company that whenever the Client Structure(s) does(do) not pay monies, debts and liabilities as and when they fall due, that the Client will make payment to First Sentinel Trust Company on demand thereof.

4.2. The Client shall indemnify First Sentinel Trust Company, its employees and officers against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses suffered or incurred by the arising out of or in connection with:
4.2.1. any breach of the warranties and representations contained in this agreement;
4.2.2. any claim made against First Sentinel Trust Company, its employees and officers (including any director or trustee provided by First Sentinel Trust Company to the Client Structure(s)) by a third party arising out of or in connection with the provision of the Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of this agreement by the Client or the Client Structure(s), its employees, agents or subcontractors.

5.1. Instructions, directions or consents in respect of the Services shall be given in writing, by email, telephone or by facsimile, by the Client or from any person(s) who have been duly authorised by the Client from time to time (“Authorised Officials”).

5.2. The Client shall notify First Sentinel Trust Company in writing of any change in Authorised Officials and provide First Sentinel Trust Company with the names, particulars and sample signatures of any replacement Authorised Official(s). Any Authorised Official shall be removed only upon the instruction of the Client who appointed and authorized such Authorised Official.

5.3. First Sentinel Trust Company shall consider all instructions, whether original written instructions, oral or otherwise via telephone, facsimile or e-mail, given or purported to be given by the Client or the Authorised Official(s) to be valid and binding and shall not be under any duty or obligation to inquire as to the validity or invalidity or authority or lack thereof. First Sentinel Trust Company shall be entitled to rely on and execute any such instructions which it, in good faith, believes to be genuine, and shall not be liable for any loss which the Client or the Client Structure(s) may suffer as a result thereof.

5.4. First Sentinel Trust Company reserves the right, at its sole discretion, to refrain from or delay taking action on any particular instruction and/or from executing any document and shall be under no obligation to consider or act upon and shall not be liable for acting or declining to act if any instructions and/or directions and/or consents are or appear to First Sentinel Trust Company as:
5.4.1. Not authorised instructions and/or ambiguous or of doubtful authenticity; or
5.4.2. Unlawful or immoral under the laws of the jurisdiction or registration of the Client Structure as well as any other place having jurisdiction over the Client Structure or where such directions are to be carried out (the “Relevant Jurisdictions”); or
5.4.3. In conflict with other instructions received by First Sentinel Trust Company; or
5.4.4. Are believed by First Sentinel Trust Company on reasonable grounds to have been inaccurately transmitted; or
5.4.5. Likely to infringe on any order issued by a court or tribunal or obligations imposed by law, statute, public morality or professional standards or damage the reputation of First Sentinel Trust Company or could otherwise be detrimental to or incur liability to First Sentinel Trust Company.

In any such event, First Sentinel Trust Company shall inform the Client accordingly as soon as practically possible.

5.5. The Client is fully aware of the inherent risks involved in providing instructions by telephone, fax and email such as, inter alia, forgery on signatures and fax transmitted to wrong numbers, emails transmitted to incorrect email addresses. The Client hereby indemnifies First Sentinel Trust Company at all times against all actions, proceedings, claims, loss, damage, costs and expenses which may be brought against First Sentinel Trust Company and which have arisen either directly or indirectly out of or in connection with First Sentinel Trust Company accepting telephone, email or faxed instructions from the Client and/or the Authorised Officials mentioned above and acting thereon.

6.1. Any notice or other communication given to a party under or in connection with this agreement and the Services shall be in writing and addressed to that party at the address as specified in Schedule 1 or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.

6.2. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in Schedule 1 or such other address as that party may have specified to the other party in writing in accordance with this clause; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or e-mail, one business day after transmission.

7.1. First Sentinel Trust Company undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the Client or the Client Structure(s), except as permitted by clause 7.2.

7.2. First Sentinel Trust Company may disclose the Client’s confidential information:
7.2.1. to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out First Sentinel Trust Company’s obligations under this agreement.; and
7.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

7.3. First Sentinel Trust Company shall not use the Client’s confidential information for any purpose other than to perform its obligations under this agreement.

The Client confirms warrants and undertakes that:

8.1. It will not hold itself as representative of the Client Structure(s) without proper authority;

8.2. the information and supporting documentation supplied by, or on behalf of, the Client to First Sentinel Trust Company in connection with the Services was, at the time it was supplied or at the date it was stated to be given (as the case may be), to the best of the Client’s knowledge and belief are complete, true and accurate in all material respects;

8.3. the choice of the Banking Institution for the opening and operation of bank accounts for the Client Structure(s) has been made at the sole discretion of the Client. The Client understands and agrees that First Sentinel Trust Company may receive Introduction Fees from any of those Banking Institutions upon referral of a Client by First Sentinel Trust Company. The Client further warrants and agrees to hold First Sentinel Trust Company harmless against any claim or loss arising out of, based upon, attributable to, directly or indirectly, the choice of the Bank thereof;

8.4. where the Client Structure refers to an Investment Fund licensed under the Securities Act 2005 and CIS Regulations 2008 in Mauritius, further insurance policies including but not limited to Professional Indemnity Insurance Cover, Directors and Officers Liability Insurance Cover and Crime Cover, will have to be taken and paid for by the Client Structure;

8.5. that the Client Structure(s) will not be utilised for money laundering, receiving the proceeds of drug trafficking and/or other criminal and/or terrorist activities, trading in arms and weapons, trading with countries that are subject to any restrictive sanctions issued by the European Union or embargo issued by the United Nations or any affiliated member or organization;

8.6. it has not been the subject of any (i) criminal or civil or other enforcement action by any government agency or regulatory body in which the Client was found to have engaged in behaviour involving fraud, dishonesty, misrepresentation, breach of duty, professional negligence, money laundering or tax evasion or which resulted in the attachment, forfeiture or seizure of the Clients property (ii) bankruptcy or insolvency proceedings;

8.7. it has read and understood the consent of the First Sentinel Trust Company fee schedules and agrees to be bound thereby;

8.8. it is aware of the fiscal and legal consequences of the establishment of the Client Structure(s) and has taken all the necessary professional advice in respect thereof;

8.9. it shall notify First Sentinel Trust Company before alienating, assigning, selling, pledging, or otherwise disposing of or encumbering the Client's interest in the Client Structure(s) or any part thereof (as the case may be);

8.10. it shall immediately notify First Sentinel Trust Company of any threatened or actual legal action taken against either the Client or the Client Structure(s);

8.11. it shall provide First Sentinel Trust Company with any information needed by it to comply with applicable legislation and relevant laws;

8.12. it acknowledges and is fully aware that First Sentinel Trust Company may currently provide services or may in the future provide services of a fiduciary or other nature or otherwise to other shareholder(s) or ultimate beneficial shareholder(s) of the Client Structures. The Client therefore agrees and accepts that any such actions or arrangements do not and shall not render First Sentinel Trust Company in any position of conflict of interest and, in any event, the Client hereby gives his consent and has no objections to such actions or arrangements.

8.13. it acknowledges and is fully aware that:
8.13.1. First Sentinel Trust Company may provide directorship services to the Client Structure(s). The Client therefore agrees and accepts that the Client Structure(s) shall not enter into any binding agreement which incurs the liability of the Directors and/or of the Client Structure(s) without the unanimous written consent of all Directors; and
8.13.2. In this respect, the Client shall sign the Directors Indemnity Agreement provided by First Sentinel Trust Company.

9.1. First Sentinel Trust Company (including its subsidiaries and related entities, trustees, directors, employees, representatives, and/or it agents) shall not be liable to the Client, the Client Structure(s) and/or any third party, whether in contract, tort (including negligence), for any loss breach of statutory duty, or otherwise, arising under or in connection with this agreement for any loss of profit, or any direct or indirect or consequential loss arising under or in connection with this agreement, except for fraud, dishonesty of gross negligence by First Sentinel Trust Company.

9.2. It is hereby understood and agreed that First Sentinel Trust Company shall not be liable for any claim directly or indirectly based upon, attributable to, arising out of, or resulting from, or in any manner related to loss of turnover, sales, revenue or profits, software or data, or any indirect, consequential or special loss where the Client or Client Structure(s) have failed to exclude these in their contract with a client when it was reasonable for them to have done so.

9.3. It is hereby understood and agreed that First Sentinel Trust Company shall not be liable for any claim arising out of, based upon, attributable to, directly or indirectly, any investment advice or investment service.

9.4. The Client agrees to indemnify and hold harmless First Sentinel Trust Company for any liability to the Client, the Client Structure(s) or to any third party for any loss, liability, damage, expense, or penalty of any nature whatsoever, which the Client Structure(s) or any such third party may suffer or incur, whether directly or indirectly as a result of, or which may be attributable to or caused by any act, or omission pursuant to this agreement, unless such loss, liability, damage or expense is attributable to fraud, dishonesty or gross negligence on the part of First Sentinel Trust Company.

9.5. Where First Sentinel Trust Company provides any directors, trustees and/or officers to the Client Structure(s), the Client undertakes to indemnify and hold harmless any such director, trustee and/or officer from any and all cost, liability and expense incurred by him and against all actions, proceedings, claims or demand of whatsoever nature, which may result directly or indirectly from the services performed on behalf of the Client Structure, except in the instance of fraud or wilful misconduct on the part of the director, trustee or officer concerned.

9.6. It is hereby understood and agreed that First Sentinel Trust Company shall not be liable to make any payment for Loss in connection with any Claim made against the Client arising out of, based upon, or attributable to the insolvency, bankruptcy or liquidation or receivership or administration (voluntary or otherwise) of the Client or the Client Structure(s).

9.7. First Sentinel Trust Company's total liability to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement shall be limited to in respect of all claims (connected or unconnected) in any consecutive 12 (twelve) month period, the equivalent of the total fees paid by the Client or Client Structure(s) in that period.

10.1. The Client shall at all times comply in all respects with all applicable know your client and money laundering regulations.

10.2. The Client shall provide to First Sentinel Trust Company:
10.2.1. Due diligence documentation referred to in Schedule 3 together with any other information, identification or other evidence as First Sentinel Trust Company may require to ensure compliance with applicable know your client and money laundering regulations.
10.2.2. Original copies of all documentation referred to in Clause 10.2.1 above within a maximum of 8 business days. First Sentinel Trust Company will not sign-off on the Client Structure until the original due diligence documentation has been received by courier.
10.2.3. A signed Consent of Director Form or such other document as may be necessary to appoint the Client as Director of the Client’s Structure(s).

10.3. In the event that the Client fails to provide First Sentinel Trust Company with all the necessary due diligence documentation required, the Client agrees not to hold First Sentinel Trust Company liable for any claim or loss arising out of, based upon, attributable to, directly or indirectly, any such failure thereof including but not limited to, impossibility to set up the agreed structures. The Client agrees to assume the liability of such consequences.

11.1. Without affecting any other right or remedy available to it First Sentinel Trust Company may terminate this agreement with immediate effect by giving written notice to the Client if:
11.1.1. the Client fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment;
11.1.2. unsatisfactory behaviour on the part of the Client;
11.1.3. the Client fails to provide instructions for a period of more than 12 (twelve) months or fails to respond to requests for information, including but not limited to requests for due diligence/know your client documentation or any other documentation required to ensure compliance with applicable laws and regulations;
11.1.4. the Client commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 7 (seven) days after being notified in writing to do so;
11.1.5. the Client or the Client Structure(s) suspend(s), or threaten(s) to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts;
11.1.6. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Client Structure(s);
11.1.7. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Client Structures;
11.1.8. the Client suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
11.1.9. any warranty given by the Client in clause 8 of this agreement is found to be untrue or misleading.

11.2. Without affecting any other right or remedy available to it, either party may terminate this agreement on giving not less than 2 months' written notice to the other party.

12.1. First Sentinel Trust Company shall be entitled to immediately resign from its office as director, trustee and/or officer of the Client Structure(s) and shall have the power to appoint the Client in his personal capacity to act as director, trustee and/or officer in its place. In this regard, the Client irrevocably appoints First Sentinel Trust Company, to be the attorney of the Client and, in its name, on its behalf and as its act and deed, to execute any documents and do any acts and things on termination of this agreement to appoint the Client as a director, trustee and/or officer of the Client Structure(s) administered by First Sentinel Trust Company.

12.2. The Client ratifies and confirms, and agrees to ratify and confirm, anything that its attorney may do in the proper and lawful exercise, or purported exercise, of all or any of the rights, powers, authorities and discretions referred to in clause 12.1.

12.3. Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination of this agreement shall remain in full force and effect.

12.4. Termination of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.

13.1. Waiver. A waiver of any right under the agreement or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

13.2. No partnership or agency. Nothing in the agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

13.3. Third parties. A person who is not a party to the agreement shall not have any rights to enforce its terms.

13.4. Variation. Except as set out in this agreement, no variation of the agreement, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by First Sentinel Trust Company.

13.5. Governing law. This agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of Mauritius.

13.6. Arbitration. Any dispute arising out of or in connection with this agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA-MIAC Arbitration Rules, which Rules are deemed to be incorporated by reference into this clause.
13.6.1. The number of arbitrators shall be one.
13.6.2. The seat, or legal place, of arbitration shall be Mauritius.
13.6.3. The language to be used in the arbitration shall be English.

13.7. Severance. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.

13.8. Counterparts. This agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

This agreement has been entered into on the date stated at the beginning of it.

“I/We hereby acknowledge that I/we have read, understood and agreed to accept First Sentinel Trust Company’s standard terms and conditions as detailed overleaf. I/We further hereby acknowledge that the indemnity given to First Sentinel Trust Company (including its subsidiaries and related entities, trustees, directors, employees, representatives, and/or it agents) has been given in good faith without any misrepresentation or duress”