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| 1. |
Definitions
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| 1.1 |
"OCRA Worldwide" means
the multi-jurisdictional marketing insignia of an international
group of companies offering company and trust formation and
related services. Member companies are independent of one another
and have no authority, with regard to any other group member,
to represent, bind or act directly or indirectly as a statutory,
managing or general agent, representative or attorney for any
purpose whatsoever, nor to be based in any jurisdiction outside
that in which they are incorporated.
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| 1.2 |
"OCRA" means a member
of OCRA Worldwide which expression shall include their successors
in title and assigns on its own behalf and as agent for the
OCRA Officers (as hereinafter defined) and the employees thereof
and any company under their direct or indirect control and any
director or employee thereof (which expression shall include
any of them).
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| 1.3 |
"OCRA Officers" means
any person, firm or company nominated by OCRA who may from time
to time be appointed as director, alternate director, secretary,
assistant secretary, manager, partner, accountant, VAT or tax
agent, trustee, protector, bank account signatory, other officer,
administrator, registered agent, provider of a registered office
or address for legal service or registered shareholder of the
Entity (as hereinafter defined) and the employees thereof and
any company under their direct or indirect control or any director
or employee thereof (which expression shall include any of them).
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| 1.4 |
"Entity" means a company,
trust, partnership or other legal entity or structure established
and / or administered by OCRA at the request of the Clients
(as hereinafter defined).
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| 1.5 |
"Services" means the
provision by OCRA of management, administration and / or other
services (including the operation or control of an Entity's
bank account(s)) requested by the Clients or the Clients' Appointees
(as hereinafter defined) or such other services provided by
OCRA to maintain the Entity in good standing in its country
of establishment or incorporation.
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| 1.6 |
"Clients" means in the
case of a trust or a foundation the Settlor of the trust or
foundation and in the case of a company or other legal entity
the beneficial owner or owners of the Entity which expression
shall in the case of individuals include their heirs, personal
representatives 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 their respective
heirs, personal representatives and assigns.
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| 1.7 |
"Clients' Appointees"
means any person who is not an OCRA Officer and who may from
time to time be nominated or appointed to act as Managing Agent
(as hereinafter defined), director, alternate director, secretary,
assistant secretary, manager, partner, trustee, protector, beneficiary,
bank account signatory, other officer, grantee of a power of
attorney, administrator, registered agent, provider of a registered
office or address for legal service or registered shareholder
of the Entity (which expression shall include any of them).
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| 1.8 |
"Managing Agent" means
a person who may in writing be authorised by the Clients to
issue requests or instructions to OCRA or to accept service
of any notice from time to time issued by OCRA relating to the
Entity.
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| 1.9 |
"Terms of Business" means
these Terms of Business or such other new Terms of Business
as may from time to time be published on OCRA Worldwide's website
(www.ocra.com) and shall be deemed to include such other conditions
which OCRA may from time to time advise to the Clients or the
Clients' Appointees or publish on its website. These Terms of
Business apply to all of OCRA's Clients and Clients' Appointees.
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| 2. |
Unacceptable
Business and Activities Requiring Pre-approval
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| 2.1 |
"Illegal Activities"
means any activity designated anywhere in the world as illegal
or criminal which, without prejudice to the generality of the
foregoing, shall be deemed to include activities relating to
terrorism, drug trafficking, money laundering, receiving the
proceeds of criminal activities or trading with countries which
may from time to time be subject to any embargo imposed by the
Security Council of the United Nations, the European Union,
the United Kingdom or the Isle of Man or any successor or similar
international organisation.
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| 2.2 |
"Prohibited Persons"
means persons:
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|
| 2.2.1 |
prohibited under
the laws of any country for whatsoever reason or who may
otherwise be legally incapable or disqualified from being
party to a contract.
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| 2.2.2 |
who are undischarged
bankrupts or are otherwise disqualified from acting as
a director or company officer or who have been imprisoned
or found guilty of any criminal offence (other than a
motoring offence carrying a non-custodial sentence).
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| 2.2.3 |
who have been proven
to act in a fraudulent or dishonest manner in any civil
proceedings.
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| 2.2.4 |
who are resident
in a country which is subject to any international restriction
or embargo including, but without prejudice to the generality
of the foregoing, those imposed by the Security Council
of the United Nations, the European Union, the United
Kingdom or the Isle of Man or any successor or similar
organisation.
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| 2.2.5 |
who are government
officials or politicians.
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|
| 2.3 |
"Prohibited Activities"
means activities not approved or accepted by OCRA and which,
without prejudice to the generality of the foregoing, include
activities relating to:
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|
| 2.3.1 |
arms, weapons or
munitions;
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| 2.3.2 |
mercenary or contract
soldiering;
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| 2.3.3 |
security and riot
control equipment such as stun guns, electronic restraining
devices, CS gas or other similar materials, pepper sprays
or any other device that could lead to the abuse of human
rights or be utilised for torture or which may otherwise
be used in an offensive manner;
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| 2.3.4 |
technical surveillance
or bugging equipment and industrial espionage;
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| 2.3.5 |
dangerous or hazardous
biological, chemical or nuclear materials including equipment
or machinery to manufacture or handle such materials and
the transportation, handling, disposal or dumping of such
materials;
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| 2.3.6 |
human or animal
organs, including blood and plasma;
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| 2.3.7 |
the abuse of animals,
vivisection or the use for any scientific or product testing
purpose of animals;
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| 2.3.8 |
genetic material;
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| 2.3.9 |
adoption agencies,
including surrogate motherhood;
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| 2.3.10 |
the abuse of refugees
or human rights;
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| 2.3.11 |
pornography;
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| 2.3.12 |
drug paraphernalia;
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| 2.3.13 |
the provision of
degrees or qualifications;
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| 2.3.14 |
the provision of
credit cards;
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| 2.3.15 |
pyramid sales;
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| 2.3.16 |
religions, religious
cults and charities;
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| 2.3.17 |
the offer or provision
of legal or tax advice otherwise than by persons who are
professionally qualified and, where appropriate, licensed
so to do;
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| 2.3.18 |
the provision of
trustees or services relating to the administration or
management of trusts, companies or the undertaking of
any service or business that might compete with OCRA;
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| 2.3.19 |
trading or other
activities relating to futures or other derivatives or
financial instruments that create an open or unlimited
exposure;
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| 2.3.20 |
any activity which
may damage the reputation of OCRA or the country of establishment
or incorporation of the Entity.
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|
| 2.4 |
"Pre- Approval Required
Activities" means:
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|
| 2.4.1 |
Financial business
involving: soliciting funds from the public, offering
investment advice to the public, insurance business, the
operation and administration of collective investment
schemes or the management of investments other than where
the assets so managed comprise the property of the Entity.
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| 2.4.2 |
Any activity relating
to the provision of financial services or any other business
activity which requires a licence in any jurisdiction.
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| 2.4.3 |
Time share and
holiday clubs.
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| 2.4.4 |
Advertising an
Entity or any address belonging to OCRA by any means (including
the Internet).
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| 2.4.5 |
Accepting payment
over the Internet for products or services.
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| 2.4.6 |
Trading in high-risk
products or services, or products or services which may
be associated with fraud such as alcohol, cigarettes,
tobacco, fine art, the provision of telephone and mobile
telephony services (including call back numbers and trading
in mobile telephones or SIM cards) and computer chips.
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| 2.4.7 |
Utilising merchant
numbers for processing credit card orders.
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| 2.4.8 |
Gambling or lotteries.
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| 2.4.9 |
Mail or telephone
order schemes.
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| 2.5 |
If any Clients or the
Clients' Appointees are or become Prohibited Persons, or engage
in any Illegal Activities or the Entity engages in any Illegal
Activities or Prohibited Activities or undertake any Pre-Approval
Required Activities without first obtaining OCRA's prior written
consent, OCRA may at its discretion immediately terminate the
Services or take any of the actions referred to in Paragraph
8.4 hereof.
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| 3. |
Warranties
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| 3.1 |
The Clients undertake,
warrant and covenant with OCRA that:
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|
| 3.1.1 |
they have full
legal capacity to enter into an agreement with OCRA in
accordance with these Terms of Business and to acquire
the Entity and to receive the Services.
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| 3.1.2 |
when the Entity
is not a trust or a foundation, they are the ultimate
beneficial owners of the Entity.
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| 3.1.3 |
they are not and
will not act in a fiduciary capacity for any other person,
firm or company in relation to the Entity.
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|
| 3.2 |
The Clients undertake
and warrant with OCRA that they:
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|
| 3.2.1 |
will comply with
OCRA's Terms of Business.
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| 3.2.2 |
procure that those
appointed as Clients' Appointees understand the legal
duties and obligations created by these Terms of Business
and shall, if so required by OCRA, procure that such persons
enter into direct written agreements with OCRA agreeing
to comply with these Terms of Business.
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| 3.2.3 |
have taken appropriate
tax and legal advice with regard to the establishment,
acquisition and operation of the Entity.
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| 3.2.4 |
agree that OCRA
may (but shall not in any event be obliged to) rely on
communications received from the Clients or the Clients'
Appointees in determining what steps OCRA is required
to take in administering the Entity and providing the
Services.
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| 3.2.5 |
will pay, in full,
any personal or corporate taxes that may become due as
a result of the establishment and operations of the Entity.
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| 4. |
Indemnity
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The Clients
jointly and severally (for themselves and on behalf of the Clients'
Appointees) covenant with OCRA and with the Entity and, where
appropriate, shall procure that the Entity covenants with OCRA
that they will at all times indemnify and keep OCRA indemnified:
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| 4.1 |
against all actions,
suits, proceedings, claims, demands, costs, expenses and liabilities
(including legal fees), which may arise or be incurred, commenced
or threatened against OCRA in connection with or arising from
the acquisition or business activity of the Entity or the provision
of the Services;
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| 4.2 |
in respect of anything
done or omitted to be done by OCRA, provided that this provision
shall have no application to any liability for death or personal
injury arising from the negligence of OCRA or to any liability
arising as a result of fraud on the part of OCRA;
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| 4.3 |
in respect of any failure
by OCRA to comply, wholly or partially, with any instruction
or request made by the Clients or the Clients' Appointees or
any errors or incomplete instructions or requests received by
OCRA;
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| 4.4 |
in respect of any loss
or damage arising from the use of facsimile or email, including
the use of unencrypted email, failed or incomplete transmission,
distortion and loss of privacy arising from viruses or otherwise;
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| 4.5 |
in respect of any penalties,
fines, fees or other liabilities incurred by the Clients and
/ or the Clients' Appointees and / or the Entity in relation
to the Entity and / or the Services.
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| 5. |
No
Liability For Loss
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OCRA expressly
disclaims any liability to the Clients, the Clients' Appointees,
the Entity and any third parties associated with them for any
damage or loss to any of them arising from the establishment,
acquisition or operation of the Entity and / or the provision
of the Services by or to the Clients, the Clients' Appointees,
the Entity or any other person.
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| 6. |
Clients'
Obligations
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| 6.1 |
The Clients must give
OCRA at least 90 days' advance written notice of their intention
to discontinue the Services.
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| 6.2 |
The Clients must obtain
OCRA's written consent before seeking to change the beneficial
clientship of the Entity or seeking to appoint new Clients'
Appointees. Any such applications must be accompanied by written
details of such proposed changes or appointments as OCRA may
require which shall, without prejudice to the generality of
the foregoing, include an appropriately certified copy of the
passport, proof of residential address and a detailed personal
history of such persons and OCRA reserves the right to request
further information and documentation concerning such proposed
changes and to decline to accept such applications.
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| 6.3 |
The Clients shall and
shall procure that the Clients' Appointees shall:
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|
| 6.3.1 |
immediately inform
OCRA of any matters which might affect the Entity and
/ or influence OCRA's willingness or ability to provide,
or continue to provide, the Services.
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| 6.3.2 |
immediately inform
OCRA of the nature of the activities and business of the
Entity and seek OCRA's prior written consent before making
any material changes to those activities.
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| 6.3.3 |
obtain OCRA's prior
written consent before placing any advertisement or making
any public announcement relating to the Entity or any
activities undertaken by it.
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| 6.3.4 |
at all times pay
to OCRA any sum due to OCRA including any fees, disbursements
and expenses incurred by OCRA in connection with the Entity
and / or in providing the Services (including fees charged
by OCRA in relation to the provision of the Services).
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| 7. |
Additional
Clients' Obligations When OCRA Provides OCRA Officers
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| 7.1 |
When OCRA provides OCRA
Officers, the Clients must, at all times, keep the Entity in
funds sufficient to discharge its liabilities as and when they
become due and at the request of OCRA or the OCRA Officers pay
to the Entity or OCRA on its behalf, such sums as may be required
to enable the Entity to discharge, in full, any liabilities
(including OCRA's fees).
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| 7.2 |
When OCRA provides OCRA
Officers, the Clients shall and shall procure that the Clients'
Appointees shall:
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|
| 7.2.1 |
immediately inform
OCRA of any matters that might affect the Entity or any
matter which is material to the management, business or
affairs of the Entity.
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| 7.2.2 |
at the written
request of OCRA, immediately provide information to enable
OCRA to prepare annual or other statutory returns, financial
or other statements in relation to the Entity.
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| 7.2.3 |
immediately provide
OCRA without delay all contractual, financial or other
information concerning any asset, transaction, trading
activity or business of the Entity.
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| 7.2.4 |
not without OCRA's
prior written consent seek to alienate, assign, sell,
pledge or otherwise dispose of, charge or encumber any
asset of the Entity, including any shares issued by the
Entity. OCRA reserves the right to request further information
concerning such proposals and to decline to accept such
applications.
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| 7.2.5 |
immediately advise
OCRA in writing, of all legal proceedings, claims, demands
made or threatened against the Entity or the OCRA Officers.
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| 7.2.6 |
where the Clients
or the Clients' Appointees are grantees of a power of
attorney issued by the Entity they must:
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|
| 7.2.6.1 |
act with
the utmost good faith to the Entity, OCRA and the
OCRA Officers.
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| 7.2.6.2 |
keep and
maintain and on demand deliver to OCRA accurate
financial and business records.
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| 7.2.6.3 |
immediately
disclose to OCRA, in writing, information relating
to the operation of the business of the Entity which
might create a conflict of interest between them
and the Entity and / or with OCRA or the OCRA Officers.
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| 7.2.6.4 |
immediately
inform OCRA, in writing, each time a power of attorney
is exercised and provide written details of any
acts undertaken.
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| 7.3 |
When OCRA provides OCRA
Officers, OCRA shall be entitled to take any steps which it
may in its absolute discretion think fit to protect the interests
and / or assets of the Entity and at the cost of the Clients
or the Entity including the obtaining of professional advice
as OCRA may consider necessary.
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| 8. |
Requests
and Instructions
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| 8.1 |
The Clients on behalf
of themselves and the Clients' Appointees and the Entity agree
to provide all requests or instructions to OCRA in writing by
letter or facsimile and OCRA shall only consider such requests
or instructions when signed by all the Clients or the Managing
Agent or, with the prior written consent of OCRA, when they
are made by encrypted email sent by the Managing Agent.
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| 8.2 |
The Clients acknowledge
that OCRA is bound by regulatory and other obligations under
laws and regulations of the jurisdiction in which the Services
are provided, the jurisdiction of incorporation or establishment
of the Entity and / or the jurisdictions where the Entity undertakes
business and agree that any action undertaken by OCRA or the
OCRA Officers in order to comply with those laws or regulations
shall not constitute a breach by OCRA or the OCRA Officer's
of their obligations hereunder.
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| 8.3 |
OCRA shall not be required
to take any action which it considers to be unlawful or improper
or which it believes may be detrimental to it, the OCRA Officers,
or the Entity.
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| 8.4 |
Where permitted under
these Terms of Business or if instructions are requested by
OCRA from the Clients or the Clients' Appointees and no instructions
have been received by OCRA within 30 days of such a request
being made, or where the urgency of the matter requires action
within a shorter period, OCRA may immediately and with no liability
to the Clients, the Clients' Appointees or the Entity take no
further action in relation to a particular matter or take such
other action as they shall in their absolute discretion consider
appropriate or as they may be advised.
and
The Clients irrevocably agree that, if the Entity is a limited
liability company and the OCRA Officers are members or officers
of that company, or the Entity is a Partnership and the OCRA
Officers are members of that partnership, or the Entity is a
trust and the OCRA Officers are trustees or protectors of that
trust, OCRA may, without being obliged to give notice to the
Clients or the Clients' Appointees, take such steps as they
shall in their absolute discretion consider appropriate which
shall without prejudice to the generality of the foregoing include
having the Entity struck off, dissolved or liquidated; or resigning
all or any of the OCRA Officers; or transferring all or any
of the shares, capital or assets or liabilities of the Entity
into the name of the Clients; or appointing the Clients as a
director, officer, manager, trustee or protector of the Entity;
or take such other action as they shall in their absolute discretion
consider appropriate or as it may be advised.
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| 9. |
Payment
of Fees
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| 9.1 |
When the Entity is not
a trust or a foundation, the legal ownership of the Entity shall
not pass to the Clients until payment in full of all fees, including
government duties and taxes, has been received by OCRA. No refunds
are given after an order has been processed and no refunds will
be made where OCRA ceases to provide the Services.
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| 9.2 |
OCRA will not provide
Services until OCRA has received, in full, all fees and disbursements
payable in relation to the Entity or the provision of the Services.
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| 9.3 |
The Clients hereby irrevocably
authorises OCRA to withdraw from any sums held on any account
managed by OCRA or otherwise held by OCRA, on behalf of the
Clients and / or the Entity any monies required to discharge
any fees or expenses, including any government fees, duties,
taxes or penalties, payable to or by OCRA or the Entity.
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| 9.4 |
Fees are stated in OCRA's
Fee Schedule, published from time to time, or as may be notified
to or agreed with Clients.
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| 9.5 |
Where any fees for Services
remain unpaid for more than 90 days, OCRA may at its discretion
immediately terminate the Services, and / or obtain payment
from any assets of the Entity and / or the Clients. In such
circumstances, OCRA reserves the right to treat these Terms
of Business as terminated without further obligation, save as
to any continuing covenant, obligation or undertaking given
by the Clients or the Clients' Appointees to OCRA , and to act
pursuant to the provision of Paragraph 8.4 of these Terms of
Business.
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| 9.6 |
Unless otherwise agreed
in writing with the Clients, OCRA will not pay any interest
on any monies held by OCRA on behalf of the Entity and / or
the Clients and / or the Clients' Appointees.
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| 9.7 |
OCRA and its associated
companies, their officers, agents and employees shall be entitled
to retain any third-party commission or fee which is paid or
may become payable to it notwithstanding that such commission
or fee is payable as a direct or indirect result of OCRA providing
the Services or otherwise in relation to the Entity.
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| 9.8 |
Should OCRA cease to
provide Services or should the Clients advise OCRA that they
no longer require the Entity, the Clients must pay to OCRA any
fees or costs which may be incurred by OCRA in relation to the
striking off, dissolution, liquidation or transfer of the Entity
(including OCRA's minimum transfer or termination fee).
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| 9.9 |
In the event that the
Clients shall request OCRA to transfer the management or administration
of the Entity or should OCRA request the Clients to transfer
the management or administration of the Entity to another agent
or Corporate and Trust Service Provider, OCRA shall not be obliged to
transfer the Entity until all outstanding fees (including government
fees, duties, taxes and other third party disbursements together
with OCRA's transfer or termination fees) have been paid in
full.
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| 9.10 |
Where the Clients make
part payment to OCRA of any fee note or invoice rendered by
OCRA, OCRA reserves the right to apply any monies received in
firstly discharging its professional fees and only thereafter
in payment of any government fees, duties charges or taxes or
other payments to third parties.
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| 10. |
Confidentiality
and Data Protection
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| 10.1 |
OCRA undertakes to the
Clients that where the Clients, the Clients' Appointees or the
Entity deliver to OCRA confidential information it will use
all reasonable endeavours to keep it confidential. OCRA in accordance
with its statutory obligations protects personal information
and personal data from unauthorised access, use or disclosure.
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| 10.2 |
In the course of providing
the Services, OCRA collects personal information and personal
data concerning the Clients, the Clients' Appointees and the
Entity and uses this personal data and information to facilitate
the provision of the Services and, may from time to time, use
such data and information to provide information, reference
notes, guidelines, advice or for marketing information concerning
the Services and for providing such other information as OCRA
may from time to time make available.
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| 10.3 |
OCRA reserves the right
to treat the obligations of confidentiality and privacy in Paragraphs
10.1 and 10.2 as not applicable and may disclose to third parties
confidential or personal information and data when they are
obliged so to do by law, or when required by third parties in
order for OCRA to provide the Services or when OCRA has been
unable to obtain the Clients or Managing Agents instructions
and it appears to OCRA to be in the best interests of the Clients
and / or the Clients' Appointees and / or the Entity to provide
such confidential or personal data to third parties.
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| 10.4 |
Except otherwise where
permitted by these Terms of Business any personal information
and data collected is used only for these purposes and is never
sold, lent, leased or otherwise distributed outside OCRA Worldwide.
The Clients and the Clients' Appointees accept that this may
mean that personal information may be transferred to countries
that do not provide adequate protection of data in accordance
with Article 26 (1) of the EU Directive 95 / 46 / EC on the
protection of individuals with regard to the processing of personal
data and on the free movement of such data.
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| 10.5 |
Without prejudice to
the duty of confidentiality, OCRA reserves the right to act
for other clients (including competitors of the Entity, the
Clients or the Clients' Appointees).
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| 10.6 |
Any report, letter, information
or advice OCRA gives to the Clients, the Clients' Appointees
or the Entity is given in confidence solely for the purposes
of providing the Services and is provided on condition that
the Clients and the Clients' Appointees will not without OCRA's
prior written permission disclose to any third-party, other
than to their lawyers or accountants or other professional advisers,
any confidential or other information made available by OCRA.
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| 10.7 |
Notwithstanding any provision
hereof, OCRA shall be entitled and is hereby irrevocably authorised
to open, read and copy all correspondence, letter, facsimile,
email or other communication received by it in relation to the
provision of the Services or the Entity, the Clients or the
Clients' Appointees.
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| 11. |
Cessation
of Services
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| 11.1 |
OCRA shall be entitled
by written notice to cease to provide the Services, if:
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|
| 11.1.1 |
The Clients or
the Clients' Appointees in the reasonable opinion of OCRA
fail to observe to the fullest extent these Terms of Business;
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| 11.1.2 |
It comes to the
attention of OCRA that the Entity is being used for activities
which were not referred to in the application delivered
by the Clients to OCRA or as subsequently advised and
accepted in writing by OCRA;
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| 11.1.3 |
In the event of
the death of Clients, including in the case of joint persons,
the death of any one person, and the Clients fail or have
failed to make adequate provision for the disposition
of the affairs and the clientship of the Entity;
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| 11.1.4 |
In the event that
any legal proceedings are commenced against the Entity,
the Clients or the Clients' Appointees (including any
injunction or investigative proceedings).
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|
| 11.2 |
In any of the circumstances
described in Paragraph 11.1 above, OCRA reserves the right to
take action pursuant to Paragraph 8 and to treat these Terms
of Business as terminated without further liability on the part
of OCRA.
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| 11.3 |
OCRA may at its discretion
cease to provide the Services upon giving to the Clients or
the Managing Agent 45 days written notice of its intention so
to do.
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| 11.4 |
OCRA may by written notice
to the Clients, the Clients' Appointees or the Managing Agent
immediately cease to provide the Services where the Clients
or the Clients Appointees shall breach the provisions of Paragraphs
2 or 3 of these Terms of Business.
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| 11.5 |
The Clients and the Clients'
Appointees for themselves as agent for and on behalf of the
Entity acknowledge, following the cessation of Services, that
OCRA may have continuing regulatory / fiduciary duties under
any applicable law. Accordingly, without prejudice to OCRA's
rights, OCRA may (but is not obliged to) continue to provide
Services in order to discharge such duties and OCRA shall be
entitled to charge fees at its applicable rate for the provision
thereof.
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| 12. |
Interpretation
|
In providing
the Entity and / or the Services, OCRA does not, nor is it to
be interpreted as though it does in any manner sanction, advocate
or approve, directly or indirectly, the commission of any act
or any omission by the Clients, or the Clients' Appointees or
the Entity, or any person, firm or corporation in any jurisdiction
or the use of the Entity or the Services for any purpose.
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| 13. |
Notice
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Any notice
given pursuant to these Terms of Business shall be in writing
and shall be sufficiently given to any party if sent in a letter
by courier to the address last notified by the address, by facsimile
transmission or by electronic mail to the address of such party
last notified in writing to the other or to the correct facsimile
number or electronic mail address of the addresses and shall
be deemed duly served, in the case of a notice delivered by
courier, at the time of first attempted delivery and in the
case of a facsimile transmission or electronic mail, if sent
during normal business hours, in the country of the addresses
then at the time of transmission and otherwise then on the next
business day.
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| 14. |
Miscellaneous
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| 14.1 |
These Terms of Business
supersede all prior Terms of Business and agreements whether
oral or written.
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| 14.2 |
No exercise or failure
to exercise or delay in exercising any right or remedy by OCRA
pursuant to these Terms of Business shall constitute a waiver
by OCRA of that or any other right or remedy.
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| 14.3 |
Nothing in these Terms
of Business shall create or be deemed to create the following
relationships between OCRA and the Clients or the Clients' Appointees
or the Managing Agent:
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| 14.3.1 |
partnership, or
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| 14.3.2 |
employment, or
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| 14.3.3 |
joint venture.
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| 14.4 |
Words imputing the masculine
gender shall include the feminine and words imputing the singular
shall include the plural and vice versa.
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| 15. |
Law
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Unless otherwise
agreed in writing between the Clients and OCRA, these Terms
of Business shall be governed by and construed in accordance
with the laws of the Isle of Man and the Clients, the Clients'
Appointees and the Managing Agent hereby submit to the exclusive
jurisdiction of the Courts in the Isle of Man.
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