PROFESSIONAL INTERMEDIARY AGREEMENT


CILTrust International Limited

PROFESSIONAL INTERMEDIARY AGREEMENT

THIS AGREEMENT is made this          day of   

Between:

(hereinafter called "the Professional Intermediary" which expression shall in the case of a company include its 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, personal representatives and assigns) of the one part

AND

CILTrust International Limited of #35 Barrack Road, Third Floor, Belize City, Belize, (hereinafter called "the Service Provider" which expression shall where the context so admits include its successors in title and assigns) of the other part.

WHEREAS:

  • The Service Provider is an IFS Practitioner within the meaning of the Financial Services Commission Act, # 8 of 2023 of the Laws of Belize (hereinafter "the Act") and the Financial Services Practitioners (Code of Conduct) Regulations 2001 as amended (hereinafter "the Regulations")
  • The Professional Intermediary is a Professional Intermediary within the meaning of the Act and the Regulations.
  • The Professional Intermediary is or may become the attorney and/or agent for:
    • trust settlors, trust beneficiaries, trust protectors and/or other trust officers of trusts established or to be established under the laws of Belize or any other jurisdiction; and/or
    • for the beneficial owner(s) of certain companies and/or other legal entities established or to be established under the laws of Belize or any other jurisdiction

(Hereinafter -'the Principals").

  • The Professional Intermediary has requested the Service Provider to provide International Financial Services, as defined by the Act including but not limited to trust and/or trustee services and/or company formation, management, administrative and other services (hereinafter "the Services" which expression shall include any of the Services) for the Principals and/or the ultimate beneficial owners of the Principals which the Service Provider has agreed to provide upon the Professional Intermediary entering into the covenants and giving the undertakings hereinafter contained.

 

          CILTrust                          2

International Limited

NOW IT IS HEREBY AGREED as follows:

1.                  The Service Provider shall provide the Services to the Professional Intermediary for or in respect of the Principals as the Professional Intermediary may from time to time request orally, in writing or in any other manner and as the Service Provider in its absolute discretion may agree to provide and without prejudice to the generality of the foregoing the Services may include:  provision of trustees or trustee services for the Principals;

(ii)              provision of registered trust agents of the Principals;

(iii)           provision of the registered office and registered agent of the Principals;

(iv)            provision of directors, alternate directors, officers and nominee shareholders;

(v)              maintenance of statutory records and filing of statutory returns;

(vi)            maintenance of books of accounts and other financial records and arranging for the preparation of financial statements of the Principals;

(vii)         dealing with the Principals' correspondence and day-to-day affairs;

(viii)       Investing the funds of the Principals on the Professional Intermediary's instructions or on the instructions of such advisers as the Professional Intermediary may recommend or from time to time appoint.

(ix)            Keep the customer up to date on all new legislations and requirements as well as any changes to requirements and procedures.

(x)              Offer the service of advising and assist to have companies compliant (some of this service will be at additional fees that will be agreed prior to providing the services).

2.                  As remuneration for the Services, the Service Provider shall receive from the Professional Intermediary such fees and in such manners as are set out in its fee scale which may be varied from time to time by the Service Provider.

3.                  The Professional Intermediary hereby covenants with the Service Provider and as a separate covenant with each person nominated by the Service Provider who may from time to time be or act as director, alternate director, secretary, assistant secretary, manager or other officer or shareholder of the Principals (hereinafter called "the appointees" which expression shall include any of them) that: -

(a) the Professional Intermediary will at all times guarantee the due payment and reimbursement to the Service Provider or the appointees of all fees, disbursements and expenses in connection with the Services rendered by the Service Provider at the request of the Professional Intermediary.

  • the Professional Intermediary will at all times hereafter indemnify and keep indemnified the Service Provider and the employees thereof and any company under its direct or indirect control and any director or employee thereof and the appointees from and against all actions, suits, proceedings, claims, demands, costs, expenses and liabilities whatsoever which may arise or occur or be taken, commenced, made or sought from or against the Service Provider or the appointees in connection with or arising from the Services save and except for any fraudulent or grossly negligent act or omission on the part of the Service Provider or the appointees.
  • The Professional Intermediary will not execute nor ask the Service Provider to execute any transaction which are illegal in Belize or elsewhere, are ultra vires the trust terms or the memorandum and articles of association of the Principals, are unethical or likely to impair the Service Provider's reputation, and without limiting the foregoing or other appropriate restrictions, the Principals and the Services of the Service Provider will not be used for the following activities:-

Money laundering

(ii) to receive the proceeds of drug trafficking (iii) to receive the proceeds of criminal activities

  • Terrorist activities
  • trading in arms and weapons
  • to assist in fraud
  • pornography
  • to carry on licensable activities e.g. banking, insurance, investment business without such license.
  • to enter into any other illegal activity
  • The Professional Intermediary shall comply with all its obligations under the Act and the Regulations and without prejudice to the generality of the foregoing in particular shall perform its own" know- your customer" due diligence (hereinafter "due diligence") on the Principals and shall provide due diligence information on the Principals to the Service Provider immediately upon request.
  1. (a) The Professional Intermediary, in consideration of the Service Provider agreeing to act in accordance with instructions which the Service Provider receives from the Professional Intermediary by any means of communication and in order to allow the Service Provider to comply with such instructions herein contained, shall indemnify and keep indemnified the Service Provider from any and all liabilities and actions (criminal or civil) that may arise in connection with the Services performed by the Service Provider upon the instructions of the Professional Intermediary
    • The Professional Intermediary authorizes the Service Provider to comply with all instructions contained in any means of communication purporting to originate from the Professional Intermediary, and agree that any and all acts by the Service Provider in accordance with such instructions shall be binding upon the Professional Intermediary, the Principals and the beneficial owners of the Principals.
    • The Professional Intermediary shall and undertakes to assume the whole risk of fraudulent, unauthorized or otherwise improper use of any means of communication either located at the

 

 place of the Professional Intermediary or at other place(s) for giving instructions to the Service Provider;

  • In order to fulfill its obligations hereunder and under any means of communication purporting to originate from the Professional Intermediary, the Service Provider shall (only) be obliged to verify the signature appearing in the said instructions against the signature of the Professional Intermediary as registered in the Service Provider's records. In case the signature appearing in any instructions, in the Service Provider's sole and reasonable opinion, adequately resembles the Professional Intermediary's registered signature, then such instructions shall be inclusively deemed the Professional Intermediary's instructions. Except as stipulated in this clause, the Service Provider is exonerated from any duty to verify any instructions purporting to originate from the Professional Intermediary;

The Professional Intermediary agrees to indemnify the Service Provider against all claims, costs, charges or expenses in relation to or arising out of the Service Provider acting in accordance with any instruction or by reason of any act done, failed to be done, or concurred in, which may have arisen out of, or by reason of the execution of instructions or duties, or supposed duties and as a consequence thereof to reimburse to the Service Provider all payments made as a result thereof. The Professional Intermediary irrevocably authorizes the Service Provider to debit any of the Professional Intermediary's accounts all such payments and to advise the Service Provider of any such claim immediately.

  1. At the request of the Service Provider the Professional Intermediary shall be obliged to disclose or to procure the disclosure to the Service Provider of any and all information including:
    • Provide due diligence document on the company or person that this agreement is made with.
    • Provide documentation for persons relating to the companies formed on their behalf including Registers of Director, Shareholder (nominee or otherwise) and Beneficial Ownership and information and provide all updated corporate documents as mandated by the Belize Companies Act, 2022 and The Belize Companies Amendment Act, 2023)
    • Provide all AML documentation requested as per the Belize Money Laundering and

Terrorism(MLTP) (Prevention) ( Amendment) Act, 2023 and adherence to the MLTP Act by all clients under its management

  • Ensure all clients under their management comply with the Accounting Records

(MAINTENACE) (AMENDMENT) Act, 2023 that requires the keeping of financial records at the office of the register agent and the keeping of accounting records up to 5 years following the ending of a relationship, dissolution , struck- of

  • Economic Substance Act, 2019, Act No. 15 of 2019(including the Struck-off regulations) that requires companies to satisfy the Act in relation to the "relevant activities" it carries on and from where it derives its income, annual Economic Substance reporting requirements including presence/substance in Belize.
  • International Business Tax (IBT) Act (2019) and the Belize Income And Business Tax

(Amendment) Act, 2021 - that requires every IBC to be legally obligated to pay business tax levied by the IBT Act, specifically, Section 106s ( l ) and 107 and obtain a Belize Tax Identification Number (TIN)

  • Inform the Registered Agent of any changes for companies managed on their behalf, of any change of corporate structure, and business activity
  • Provide documents relating to IDs and utility bills for confirmation of physical presence once requested by the Registered Agent.
  • Ensure companies under their management do not utilize the address of the Register Agent as their operating /business address by having mails etc sent to the office of the register agent in the absence of a valid virtual office/ presence agreement in place between the individual client and Ciltrust International Limited
  • Pay fees owing to the Registered Agent by keeping a retainer account or remitting funds within 3 business days of the expiration of the 30 day credit limit policy.
  1. At the request of the Service Provider the Professional Intermediary shall be obliged to disclose or to procure the disclosure to the Service Provider the following in the event that:-
    • (i) any demand is made against the Principals for payment of any sum due by the Principals or any person including without prejudice to the generality of the foregoing any taxes, duties, fees or other governmental or state impositions; or

(ii) the Service Provider requires any instructions from the Protèssional

Intermediary or the beneficial owners of the Principals; and

  • The Service Provider has been unable to obtain any instructions at all or instructions which the

Service Provider in its absolute discretion considers adequate and proper;

Then subject as hereinafter provided the Service Provider may proceed in any or more of the following ways:-

  1. take no further actions on a particular matter; take no further action at all in relation to the Principals; utilize any assets of the Principals in or towards the satisfaction of any such demand; have the Principals dissolved;
  2. transfer all or any shares in or capital of or interest in the Principals into the name of the beneficial owners;

PROVIDED THAT the Service Provider shall have given to the Professional Intermediary notice that the provisions of this clause 9 shall apply and unless within the period stated in such notice the Professional Intermediary has taken such actions as shall therein be specified.

  1. No liability shall attract to the Service Provider or to the Appointees in respect of or arising out of any action or inaction which is in accordance with the provisions of clause 9 hereof.
  2. All and any obligation hereunder to provide the Services shall cease:
    • forthwith if the Profèssional Intermediary shall fail to observe any of the covenants, undertakings and agreements on the Professional Intermediary's part herein to be observed or,
    • if either party shall have given to the other 90 days notice in writing to that effect.
  3. Any notice to be given hereunder shall in writing be addressed to the party concerned at its address shown herein or such other address as either party may from time to time have notified to the other for the purpose. Any notice:
    • delivered personally shall be deemed to have been given at the time of such delivery;
    • sent by letter post shall be deemed to have been given 3 days after posting;
    • sent by airmail letter shall be deemed to have been given 7 days after posting:
    • sent by telex or facsimile shall be deemed to have been given at the time of dispatch; sent by cable shall be deemed to have been given 2 days after dispatch.
  4. None of the provisions of this Agreement shall be deemed to constitute a partnership between the Professional Intermediary and the Service Provider or and neither of them has authority to bind the other in any way.
  5. If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of this agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic legal and commercial objectives of the invalid or unenforceable provision.
  6. No waiver by the Service Provider of any failure by the Professional Intermediary to observe any covenant or condition of this Agreement shall be deemed to be a waiver of any preceding or succeeding failure or of any other covenant or condition nor shall it be deemed a continuing waiver. The rights and remedies provided for in this Agreement are cumulative and no one of them shall be deemed to be exclusive of the others or of any rights or remedies allowed by law. The rights granted to the Service Provider hereunder are irrevocable and shall not revert to the Professional Intermediary under any circumstances whatsoever. No act or course of conduct or negotiation on the part of the Service Provider on its behalf shall in any way preclude either the Service Provider from exercising any such right or constitute a suspension or variation of any such right.
  7. The Service Provider may assign their respective rights under this Agreement or any part thereof in its sole and absolute discretion. The Professional Intermediary shall not assign its rights under this Agreement or any part thereof except with the prior written consent of the Service Provider (which shall not be unreasonably withheld).

This Agreement shall be binding upon and endure for the benefit of the successors in title or assigns of the parties hereto.

  1. This Agreement constitutes the entire agreement and understanding of the parties and supersedes all prior oral or written agreements, understandings or arrangements between them relating to the subject matter of this Agreement. Neither party shall be entitled to rely on any agreement, understanding or arrangement which is not expressly contained in this Agreement and no change may be made to it except in writing signed by duly authorized representatives of the relevant parties.

 

  1. The Professional Intermediary acknowledges that, in entering into this Agreement, it does not do so on the basis of or rely on any representation. warranty or other provision in respect of the provision of the Services by the Service Provider, and accordingly all conditions, warranties or other terms implied by statute or common law in respect of the provision of the Services are hereby excluded to the fullest extent permitted by law.
  2. THIS AGREEMENT shall be governed by and construed in accordance with the laws of Belize and the parties hereto submit to the exclusive jurisdiction of the courts of Belize in connection herewith.
 
   


Signed by the Professional Intermediary:

Witness

Signed on behalf of Cll. Trust International Limited

Witness

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Document name: PROFESSIONAL INTERMEDIARY AGREEMENT
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October 4, 2023 12:50 am CSTPROFESSIONAL INTERMEDIARY AGREEMENT Uploaded by - IP 191.97.84.102