Outline of Our Terms of Business

Strategic Corporate Services Limited – Vanuatu

1. Engagement – Terms of Business

Typically, our engagement will be based on the scope and parameters of the services we are engaged to perform, which will be duly recorded and, in some instances, where desirable, notarised in an engagement letter. Our ‘Engagement Letter’ will typically include a schedule of our standard terms and conditions of business, and specify the law governing the engagement and the fees we will charge.

2. Applicable Law

The engagement letter, along with the schedule of services and our standard terms and conditions of business, will be governed by and construed in accordance with Vanuatu law, which, while substantially derived from British law, is fundamentally designed to uphold and enforce the rights of Vanuatu entities and citizens. To the extent possible, it will also protect the interests of non-resident clients as a precedent concern.

Unless otherwise agreed, both the Client and SCS Ltd will agree that the courts of Vanuatu shall have exclusive jurisdiction over any claims, disputes, or matters arising from the engagement. As such, each party irrevocably waives the right to object to proceedings being brought in a competent court of Vanuatu, on the grounds that the forum is inappropriate or that the courts lack jurisdiction.

3. Client indemnification

The terms of our engagement will clearly outline the extent of any indemnification for which we may be liable, subject to the provisions of Vanuatu law. In certain instances, the services we provide may also fall under the jurisdiction of foreign laws, particularly where cross-border transactions are involved.

For example, as is the case with many professional services firms, we may be required to identify our clients based in the UK to comply with UK anti-money laundering legislation. In such cases, we may request and retain relevant information and documentation, and where necessary, conduct searches of appropriate databases to fulfill these legal obligations.

4. Client money

We may, from time to time, hold money on your behalf, either for the purpose of settling our fees or for matters directly related to the services we are engaged to provide. Such funds will be held in trust and segregated from the firm’s own accounts to ensure proper safeguarding of your money.

Subject to agreement and to the extent permitted under the terms of our engagement, client funds may also be held in trust by a third party, including a bank and/or a professional trust-service provider, which may be located in a different jurisdiction. In all cases, we will ensure that the third party adheres to the appropriate legal and regulatory standards to protect your interests.

5. Complaints

We are committed to providing you with a high-quality service that is both efficient and effective. However, should there be any cause for complaint in relation to any aspect of our service, please contact us at contact@vanucorp.com, and we will be happy to do everything reasonable to put it right.

6. Confidentiality

Fundamentally, all communications between us shall remain confidential, and we will take all reasonable steps to safeguard your information. We will only disclose such information if required by an order of a competent court of Vanuatu or where you provide express authorization for disclosure on your behalf.

In some instances, we may be required to provide non-sensitive, non-controversial information to Vanuatu regulatory authorities. Unless directed otherwise by you, we may make such disclosures, but only to the extent that they do not jeopardize your interests.

Additionally, when seeking external legal or professional advice on your behalf or in connection with our engagement, we may share certain information with legal professionals. However, this will only occur where strict legal professional privilege applies, ensuring that your confidentiality and legal protections remain intact.

6. Conflicts of interest

We will inform you if we become aware of any conflict of interest in our relationship with you and another client. Where conflicts are identified which cannot be managed in a way that protects your interests, then we regret that we will be unable to provide further services. If there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests, then we will adopt those safeguards. Where possible, this will be done on the basis of your informed consent.

We reserve the right to act for other clients whose interests are not the same as or are adverse to yours, subject, of course, to the obligations of confidentiality referred to above.

7. Data Protection

We confirm that we will comply with the records of the Data Protection Act 1998 when processing personal data about you and your family. In order to carry out the services of this engagement and for the related purposes such as updating and enhancing our client records, analysis for management purposes and statutory returns, legal and regulatory compliance and crime prevention, we may obtain, process, use and disclose personal data about you.

8. Disengagement

Should we resign or be requested to resign, we will normally issue a disengagement letter to ensure that our respective responsibilities are clear. Should we have no contact with you for a long period of time, we may issue a disengagement letter to your last known address and hence cease to act.

9. Electronic and other communication

Unless you instruct us otherwise, we may, where appropriate, communicate with you and with third parties via email or by other electronic means. The recipient is responsible for virus-checking emails and any attachments.

With electronic communication, there is a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties. We use virus-scanning software to reduce the risk of viruses and similar damaging items being transmitted through emails or electronic storage devices.

However, electronic communication is not totally secure, and we cannot be held responsible for damage or loss caused by viruses nor for communications which are corrupted or altered after despatch. Nor can we accept any liability for problems or accidental damages relating to this means of communication, especially in relation to commercially sensitive material.

These are risks you must bear for greater efficiency and lower costs. If you do not wish to accept these risks, please let us know, and we will communicate by paper mail, other than where electronic submission is mandatory.

Any communication by us with you sent through the post system is deemed to arrive at your postal address two working days after the day that the document was sent.

10. Fees and payment terms

Our fees may depend not only on time spent on your affairs but also on the level of skill and responsibility and the importance and value of the advice that we provide, as well as the level of risk. If we provide you with an estimate of our fees for any specific work, then the estimate will not be contractually binding unless we explicitly state that that will be the case. Where requested, we may indicate a fixed fee for the provision of specific services or an indicative range of fees for a particular assignment.

It is not our practice to identify fixed fees for more than a year ahead, as such fee quotes need to be reviewed once the validity of the fee schedule lapses. If it becomes apparent to us, due to unforeseen circumstances, that a fee quote is inadequate, we reserve the right to notify you of a revised figure and to seek your agreement thereto.

In some cases, you may be entitled to some assistance with your professional fees, particularly in relation to any investigation into your tax affairs by HMRC. Assistance may be provided through insurance policies you hold or via membership in a professional or trade body. Other than where such insurance was arranged through us, you will need to advise us of any such insurance cover that you have.

You will remain liable for our fees regardless of whether all or part are liable to be paid by your insurers. We will bill regularly, and our invoices will be due for payment on demand.

While we will, in the first instance, look to the business for payment of our fees in respect of work carried out on the company’s behalf, the signing of this letter is acceptance of personal liability for the debt due to us by any director past or present. We reserve the right to charge interest on late-paid invoices at the rate of 3% APR above bank base rates under the Late Payment of Commercial Debts (Interest) Act 1998.

We also reserve the right to suspend our services or to cease to act for you on giving written notice if payment of any fees is unduly delayed. We intend to exercise these rights only where it is fair and reasonable to do so. If you do not accept that an invoiced fee is fair and reasonable, you must notify us within 30 days of receipt, failing which you will be deemed to have accepted that payment is due.

11. Implementation

We will only assist with the implementation of our advice if specifically instructed and agreed upon in writing.

12. Intellectual property rights

We will retain all copyright in any document prepared by us during the course of carrying out the engagement save where the law specifically provides otherwise.</

13. Interpretation

If any provision of this document is found to be void, it will be deemed not to form part of this agreement. Conflicts between these terms and the acceptance letter will be resolved in favor of the acceptance letter.

14. Investment Advice

Investment advice is regulated under the Financial Services and Markets Act 2000. We may refer you to an authorized advisor if investment advice is required.

15. Lien

We reserve the right to exercise a lien over all funds, documents, and records until all outstanding fees are paid in full.

16. Limitation of Liability

We will provide services with reasonable care. Our liability is limited to losses caused by our negligence or willful default. We are not liable for losses due to others’ actions or circumstances beyond our control.

17. Limitation of Third-Party Rights

Our advice is for your sole use. We accept no responsibility to third parties for advice or information provided to them. Only parties directly addressed in the acceptance letter have rights under this agreement.

18. Period of Engagement and Termination

Work begins upon acceptance of this letter. Either party may terminate with 30 days’ notice. We will clarify arrangements for completing work in progress unless legal or regulatory reasons require immediate cessation.

19. Professional Rules and Statutory Obligations

We will comply with regulations and ethical guidelines, including correcting HMRC errors when identified. We are not liable for losses arising from statutory or regulatory compliance.

20. Reliance on Advice

Important advice will be recorded in writing. Oral advice should be confirmed in writing if reliance is intended.

21. Retention of Papers

You are legally responsible for retaining relevant documents. We will return original documents and may destroy papers older than 7 years.

22. Storage

A daily storage fee applies to records left with us after termination of services. Records will only be destroyed after receiving written authorization.

23. Cancellation Rights

You may cancel this contract within ten working days of the date of these terms by writing to admin@strategic-corp.com.

Tailored Terms of Business Agreement

• The above document serves as an outline of our general terms of business. However, we recognize that each client’s needs and circumstances are unique. As such, upon mutually agreeing on the specific brief of services and products to be rendered, a formal Terms of Business Agreement will be drafted. This formal agreement may differ substantially from the outline provided, reflecting the tailored nature of our services and the unique requirements of each engagement.