TERMS AND CONDITIONS OF BUSINESS/MANAGEMENT AGREEMENT
DEFINITIONS AND INTERPRETATION
In these Terms and Conditions:
“Agreement” means the contract between REDMOUNT and the Client of which these Terms and Conditions shall form an integral part.
“Client” means the Applicant whose description and address are set out in the New Company Proposal form and the New Client Information form.
“Company” means any one or more companies in respect of which REDMOUNT provides Services at the Client’s request.
“Services” means any company formation, management or administration services whatsoever provided in respect of a Company.
- REDMOUNT is licensed and regulated by the Gibraltar Financial Services Commission (“GFSC”).
- REDMOUNT provide a range of professional services including company administration and management, financial structuring and provision of accountancy services, trustee services and trust
- REDMOUNT maintain professional indemnity insurance, details of which are available on
- The Client’s specific requirements are discussed on initial contact and agreement is reached. REDMOUNT reserves the right to refuse to accept instructions from a Client or to discontinue the provision of Services without giving any reasons, therefore.
- If the Services do not meet the Client’s requirements, or if at any time the Client is not in agreement with the services REDMOUNT are providing, it is the Client’s responsibility to advise REDMOUNT so that alternative actions can be discussed. Likewise, the Client must notify REDMOUNT in writing if the services are no longer required, failing timely notification of which will result in the Client accepting liability to pay any invoices raised
- The Client shall notify REDMOUNT of any material changes in its activities and in advance of any changes of beneficial
- REDMOUNT is required by law to have certain due diligence in place. The Client shall be advised to disclose or procure the disclosure to REDMOUNT of any and all information that REDMOUNT may consider necessary or desirable both at initial acceptance and on-‐going in order that REDMOUNT meet their legal
- Any comments made by REDMOUNT that are not subject to a specific contract do not constitute advice and should not be relied upon in making any
Email may be used as a means of communication. As with any other means of delivery this carries with it the risk of inadvertent misdirection or non-‐delivery. It is the responsibility of the recipient to carry out a virus check on any attachments received. As internet communications are capable of data corruption REDMOUNT do not accept responsibility for changes made to such communications after their dispatch. For this reason, it is inappropriate to rely on advice contained in an email without obtaining written confirmation of it. All risks connected with sending commercially sensitive information relating to the business of the Client by email are borne by the Client and are not the responsibility of REDMOUNT. Encrypted email communications can be organized upon request. If you do not accept this risk, you should notify REDMOUNT in writing that email is not an acceptable means of communication.
- Any information provided by the Client to REDMOUNT shall be kept within our confidential offices and will be used for the provision of the services and will not be disclosed by REDMOUNT to third parties without the Client’s prior written agreement, except where REDMOUNT are legally obliged to do so or where it is necessary to provide the Services
- The Client agrees to pay the fees charged by REDMOUNT for the provision of Services. These fees include fees for annually recurring Services billed at the rates applied by REDMOUNT from time to time. Although every effort is made to maintain the same fee level for as long as possible, REDMOUNT reserves the right to increase the level of fees payable but shall give the Client not less than 30 (thirty) days’ notice of any increase prior to commencing provision of relevant Services.
- Fees shall be payable immediately upon issue of invoices to the Client. If invoices are not settled within 30 (thirty) days of the invoice date REDMOUNT shall be entitled to charge additional fees for annual Services of up to 25% (twenty five percent) of the fees invoiced and/or to charge interest on all outstanding fees at the rate of 4% (four percent).
In the event of the Client failing to settle any invoice by the due date, the Client and/or the Company authorises REDMOUNT to deduct fees from any account, monies or property under control of REDMOUNT in which the Client or the Company has a legal or beneficial interest and whilst any such fees remain outstanding REDMOUNT shall have a lien on any papers, books or records and/or all assets of the Company or the Client which are in the possession or under the control of REDMOUNT.
- If the Client no longer requires REDMOUNT to provide Services to a Company, no later than 30 (thirty) days after the date of an invoice for annual Services the Client shall give written notice to REDMOUNT accordingly, failing which the Client shall be deemed to have accepted liability to pay for such Services and shall be liable for the payment of the said invoice in
- Services are provided on an annual basis and REDMOUNT shall not, without written agreement, be required to provide such Services for shorter periods or for part only of the relevant annual
- Without prior agreement, REDMOUNT will not pay interest on any monies held by or on behalf of a
- A termination fee shall be payable by the Client to REDMOUNT upon the Services no longer being required whether as a result of the winding up or disposal of the Company, the transfer of management or otherwise. The fee shall be £700 (seven hundred pounds Sterling) in respect of Companies for which annual invoices are denominated in Pounds Sterling. REDMOUNT shall be entitled to charge additional fees for documentary work, time spent in effecting such termination and disbursements payable to third
5. DIRECTOR SERVICES
Where REDMOUNT provides directors and/or company secretary (“Officers”) to or for a Company:
- The Officers shall at all times be willing to consider and entertain requests and suggestions from the Client in respect of the management of the Company but they shall not be willing or required to act in any manner which is, or appear to them to be, dishonest, illegal, improper or
- REDMOUNT shall procure the registration and replacement of the Officers upon receipt of a written request from the beneficial owners of a majority of the voting shares of the Company except that in the case of a hybrid company or a company limited by guarantee the request may be properly given by the holders of a majority interest in the profits of the
- The Client shall at all-‐time indemnify and keep indemnified the Officers in respect of all actions, claims and demands, losses and costs made against of suffered or incurred by the Officers in the exercise, or purported exercise, of their duties unless the Officers shall be guilty of personal
- The Client acknowledges and understands that Officers may incur personal liabilities if certain statutory obligations are not complied with and that compliance with such statutory obligations is dependent on the Client promptly paying fees and responding to requests for information. If the Client fails to pay fees when due or respond promptly to requests for information the Officers shall be entitled to resign their services and the Client hereby irrevocably and unconditionally appoints its attorney and agent for the purpose of appointing the Client as Officer in their
6. REGISTERED OFFICE SERVICES
Where REDMOUNT provides registered office facilities to or for the Company:
- No reference shall be made to that registered office’s address in any advertisement or public announcement without the specific consent of REDMOUNT thereto.
- The facility is available on the basis of a licence revocable at will by REDMOUNT and the Client shall upon request of REDMOUNT immediately transfer the registered office address to another address selected by the
6.3 From time to time it may be necessary for REDMOUNT to move its offices to another location and such a move may make it necessary for the registered office address of the Company to be changed. REDMOUNT undertakes to give the Client as much advance notice as possible of any such move but shall not be liable or held responsible for any costs incurred by the Client or the Company as a result thereof.
- These Terms and Conditions are governed by and construed in accordance with Gibraltar law. The Courts of Gibraltar will have exclusive jurisdiction in relation to any claim, dispute or difference concerning these Terms and Conditions and any matter arising from them.
8. OTHER PROVISIONS
- To enable REDMOUNT at all times to contact the Client, the Client shall provide full details of and promptly inform REDMOUNT of any changes to his usual residential address, telephone number, fax number and any email address in addition to any business or other contact address provided by the
- All instructions or requests for action shall be transmitted to REDMOUNT by the Client in writing. REDMOUNT may, at its discretion, agree to action any request or instruction given otherwise than in writing but in such event REDMOUNT shall not be liable in respect of any misunderstanding or error occasioned in processing such action or request acted upon in good
- All communications in relation to the administration of the Company, including annual invoices, shall be deemed to have been properly communicated to the Client if sent to the address notified to REDMOUNT by the Client in accordance with this Agreement and all such communications shall be deemed to have been properly received by the Client 7 (seven) days after the issuing date. It shall not be necessary for REDMOUNT to provide proof of postage (where applicable).
- REDMOUNT shall not be liable for any failure to comply wholly or in part with any instruction and shall not be responsible for non-‐receipt of instructions. The Client shall have no claim whatsoever against REDMOUNT in respect of anything done or omitted to be done or in respect of any exercise of any discretion unless same shall involve
- The Client shall at all times hereafter indemnify and keep indemnified REDMOUNT against all actions, suits, proceedings, claims, demands, costs, charges, expenses and consequences whatsoever which may be taken or instituted against REDMOUNT or which may be incurred or become payable by REDMOUNT by reason of or on account of:
- REDMOUNT having acted or declined to act on any instructions or otherwise pursuant to the
- REDMOUNT providing any Officer, registered office or other Services in respect of the Company; or
- REDMOUNT providing a representative or nominee shareholder of the Company pursuant to this
- The Client shall take his own independent advice on any matter relating to the Company and any Services provided by REDMOUNT that may affect or concern the Client and his personal affairs and shall not rely upon any representations (whether oral, written, expressed, implied or otherwise) made by REDMOUNT, its employees, agents or
- To satisfy REDMOUNT due diligence requirements, upon request the Client shall provide REDMOUNT with whatever information REDMOUNT may reasonably require about the background of the Client and/or the dealings and the business of the
Where REDMOUNT receives mail on behalf of a Client or a Company, REDMOUNT retains the right to open that mail in accordance with the requirements of local legislation or regulation or as good practice dictates.
- This Agreement shall be governed by the laws of Gibraltar and be deemed to have been made in the place of incorporation of the Company. Any proceedings arising out of or in connection with this Agreement may be brought in any court or competent jurisdiction and REDMOUNT shall retain the right to commence proceedings in any other jurisdiction it may consider
- REDMOUNT shall be entitled to amend these Terms and Conditions from time to time provided that REDMOUNT shall give reasonable advance notice in wiring to the Client before such amended Terms and Conditions shall take
9. ANTI MONEY LAUNDERING AND BRIBERY
- The Client is deemed to be aware of money laundering and terrorist financing legislation and agrees to provide REDMOUNT with such due diligence information and documentation as REDMOUNT may require to enable it to comply with its Regulatory obligations.
9.2 If REDMOUNT is required, or feels obligated, to make further enquiries as to the precise source of funds, or the nature of a transaction, then REDMOUNT will not be liable for any losses, of whatsoever nature, arising from any delays in effecting such transaction.
- REDMOUNT has adopted policies and procedures for the prevention of bribery and the Client agrees to abide by such policies and procedures including in respect of any entity or service being the subject of this Agreement.
- The Client acknowledges and agrees that REDMOUNT may be required by legislation or regulatory rules or by agreement with tax authorities to report certain information about the Client or any Managed Entity (or, if it is a corporate or partnership, about its direct and indirect owners or, if it is a trust, about its beneficiaries) and about the Client’s and/or Managed Entity’s relationship with REDMOUNT, including information about its accounts or Managed Entities, such as (but not limited to) the account number, the amount of interest paid or credited, the balance or value, the name, address, country of residence and social security number or taxpayer identification number of the Client or Managed Entity:
- to the tax authorities where REDMOUNT provides Services to or for the Client and/or managed Entity, which may then pass that information to the tax authorities in another country where the Client or Managed Entity may be subject to tax; or
- directly to the tax authorities in other countries (such as the US, UK or France) where REDMOUNT reasonably thinks or is required to presume the Client or Managed Entity is subject to tax and the Client agrees to provide to REDMOUNT such information as it may require to comply with its obligations as set out in this
- The Client acknowledges and agrees that the obligations under clauses 9.1 to 9.4 are continuing obligation and that REDMOUNT may require such further due diligence information or documentation, or further information, documents or certifications about the Client or Managed Entity’s identity, tax residence, nationality and status, as it considers necessary from time to
- The Client shall release the Indemnified Persons from and indemnify the Indemnified Persons against all Liabilities suffered or incurred by the Indemnified Persons as a consequence of any false or inadequate information being supplied to
- If REDMOUNT is required by applicable legislation, regulatory rules or guidance, or by agreement with tax authorities, or by any court or judicial process, or by any governmental or regulatory authority, whether in Gibraltar or elsewhere, to disclose any information in relation to the Client or a Managed Entity and/or the Client’s or Managed Entity’s relationship with REDMOUNT (including but not limited to in accordance with clauses 9.1 to 9.3), then the Client
- agrees to REDMOUNT making such disclosures and waives any confidentiality rights under applicable data protection, bank secrecy or similar laws in respect of the information disclosed or obtained from the Client to comply with its obligations; and
- further acknowledges and agrees that neither REDMOUNT nor any Indemnified Person is liable for any loss or damage which any person may suffer or incur as a consequence of the
- The Client acknowledges and agrees that:
- if it does not provide REDMOUNT with information or documents it needs for the purposes of this clause 9 or otherwise to provide the Services, REDMOUNT may (i) end the relationship with the Client or the Managed Entity; (ii) withhold payments to or on behalf of or for the benefit of the Client or a Managed Entity; or (iii) close the Client’s account or liquidate, dissolve or terminate the Managed Entity; or (iv) transfer the account or Managed Entity to an affiliate in another jurisdiction
If it does not provide REDMOUNT with information or documents it needs for the purposes of this clause 9 or otherwise to provide the Services, REDMOUNT may (i) end the relationship with the Client or the Managed Entity; (ii) withhold payments to or on behalf of or for the benefit of the Client or a Managed Entity; or (iii) close the Client’s account or liquidate, dissolve or terminate the Managed Entity; or (iv) transfer the account or Managed Entity to an affiliate in another jurisdiction;
if it asks REDMOUNT to make a payment to an account based at a financial institution which does not participate or comply with relevant tax legislation, REDMOUNT may be required, and the client authorises REDMOUNT, to withhold certain amounts from the payment, but will tell the Client if this is the case.
- Where any document provided to REDMOUNT under this clause is not in English, REDMOUNT may arrange for the document to be translated and charge the cost to the
- The provisions of this clause 9 shall survive the termination
10. DATA PROTECTION
10.1 In providing the Services, REDMOUNT may collect, use, consult, record, store, adapt, transfer or otherwise process the Client’s Personal Data. In such case, REDMOUNT will be considered as a ‘data controller’ and will be deemed to act accordingly under the provision of the data protection laws in force.
10.2 The term “Personal Data” shall refer to the information the Client provides to REDMOUNT, identity documents or copies thereof, proof of address, source of wealth or income, source of funds to be used in the relationship, and/or other related documents or information relating to an identified or identifiable natural person.
10.3 Personal Data will only be used by the Service Provider to discharge its legal obligations under any applicable law related to the performance of the Services (e.g. anti-money laundering and terrorist financing legislation) and/or when carrying out activities necessary to perform the Services.
10.4 Any Personal Data provided by or in respect of the Client will only be transferred to a third party to the extent the transfer is necessary to perform the Services or to comply with a legal obligation to which REDMOUNT, as data controller, is subject.
10.5 Only if it is necessary for the performance of the Services, REDMOUNT may transfer copies of the Client’s Personal Data to third countries outside the European Union, to a country that may not have an adequacy decision by the European Commission.
10.6 In relation to the Client’s Personal Data, which is held by REDMOUNT in accordance with the data protection laws in force, the Client has rights as follows: (a) to access a copy of the Personal Data; and (b) to request the rectification of the Personal Data in the event of error; (c) to have its Personal Data erased (‘right to be forgotten’) provided that REDMOUNT is not under an obligation, howsoever arising, to keep Client’s data; (d) to ask for the restriction of the processing of Personal Data with the aim of limiting their processing in the future; (e) to object at any time to the processing activity; and (f) to have its Personal Data transmitted directly from the Service Provider to another controller, where technically feasible (‘right to data portability’). The above-mentioned rights are enforceable by the Client to the extent they are compatible with legal and contractual obligations REDMOUNT has to comply with.
10.7 In accordance with legal and regulatory requirements, REDMOUNT will retain the Client’s records for a period of five (5) years following the termination of any relationship between the parties. This period may be extended by force of law, regulatory requirement or agreement between the parties.
10.8 Where the Client wishes to make a complaint related to the processing activities relating to its Personal Data, it shall first address the complaint to REDMOUNT. If the complaint still remains unresolved, the Client may lodge a complaint with the relevant data protection authority or supervisory authority located in the Member State of the Clients’ habitual residence, place of work, or where the alleged infringement happened.