Terms and Conditions for Third Party Reliance
8. Terms and Conditions for Third Party Reliance (becoming an Eligible Introducer)
You hereby agree and confirm, in relation to each client being introduced by you to TMF (B.V.I) Ltd. ("TMF"’) and whom TMF provides registered agent and registered office services ("RORA Services") to and for (each an "Introduced Entity"), that at the date of making this application (which includes these terms and conditions, this "Application") and immediately prior to introducing a client to TMF that:
8.1 You are a regulated person or a foreign regulated person, within the meaning of the British Virgin Islands (the "BVI") Anti-Money Laundering Regulations, 2008 and the BVI Anti Money Laundering and Terrorist Financing Code of Practice as amended from time to time (together, the "AML Laws") or a member of a professional body whose rules of conduct or practice embody legal requirements for the detection and prevention of money laundering that are consistent with the Financial Action Task Force's ("FATF") international standards on combating money laundering and the financing of terrorism and proliferation recommendations ("Recommendations") and are adequately supervised in relation to customer due diligence for compliance with those requirements.
8.2 You are based in a country or territory listed in Schedule 2 of the BVI Anti-Money Laundering and Terrorist Financing Code of Practice, 2008 and that you are regulated, supervised and monitored in that country or territory by a professional body or other competent authority for compliance with the Recommendations.
8.3 You have a written agreement in place with each Introduced Entity, authorising and instructing you to act as its authorised representative and to give instructions to TMF for and on behalf of the Introduced Entity, which TMF can rely on, in relation to the provision of the RORA Services.
8.4 You have obtained satisfactory evidence of the identity of the:
(a) Introduced Entity;
(b) directors, shareholders and ultimate beneficial owner(s) of each BVI company that the Introduced Entity proposes to or shall incorporate, register or continue in the BVI that TMF shall provide or does provide RORA Services to and for;
(c) the general and limited partners and ultimate beneficial owner(s) of each BVI partnership that the Introduced Entity proposes to or shall form, register or continue in the BVI for which TMF shall provide or does provide RORA Services to and for; and
(d) any other person or entity that you are required to obtain know-your-client due diligence documents on, pursuant to the Recommendations, (together, the “Verification Subjects”).
8.5 You will immediately notify TMF (in writing) if any Verification Subject of an Introduced Entity change or their details are updated or amended in any way.
8.6 You obtain and verify the identity of each Verification Subject of an Introduced Entity, using reliable, independent source documents, data or information and that you have measures in place to comply with all customers due diligence and record keeping requirements that are at least equivalent to the Recommendations.
8.7 You obtain and maintain know-your-client due diligence documents and information in a manner and form that complies with BVI anti-money laundering and countering terrorist financing legislation (including but not limited to the AML Laws ) for each Verification Subject of an Introduced Entity, including (but not limited to) the following for each individual (rather than corporate) Verification Subject:
(a) one form of government issued photographic identification, which contains a signature and photograph of the Verification Subject (or a clear and correctly certified copy of the same);
(b) proof of the Verification Subject's residential address by one of the following: a utility bill, or a bank or credit card statement, a Government issued document or any document that satisfies your own regulatory requirements (or a clear and correctly certified copy of the same);
(c) a professional letter of reference;
(d) written confirmation of the origin of the source of wealth of funds and, if applicable, source of funds of all Verification Subjects; and
(e) any other documentation required from time to time pursuant to the AML Laws.
8.8 You understand and have obtained information on the purpose and intended nature of the business of the Introduced Entity.
8.9 You undertake to provide TMF with all know-your-client due diligence documents and information that you maintain for each Verification Subject of an Introduced Entity, required under the AML Laws and/or required by the BVI Financial Investigation Agency, the BVI Financial Services Commission or such other competent authority in the BVI (the "KYC Documents").
8.10 You undertake to maintain the KYC Documents for at least five years after the termination of this Application or the termination of your relationship with an Introduced Entity for any reason (whichever is earlier) or for such longer period as is required pursuant to the Recommendations and the AML Laws.
8.11 You undertake to provide TMF with all KYC Documents without delay and, in any case, within twenty-four (24) hours of TMF requesting the same. This undertaking to provide documents on request will extend for a period of five years from termination of this Application or the termination of your relationship with an Introduced Entity for any reason (whichever is earlier) or for such longer period as is required pursuant to the Recommendations and the AML Laws.
8.12 In the event of the termination of your relationship with TMF as established pursuant to this Application, you undertake to provide to TMF all the KYC Documents maintained by you in respect of each Introduced Entity within seven (7) days of such termination.
8.13 You confirm that the laws of the country or territory in which you are based and regulated, supervised or monitored do not prohibit or restrict you or another third party from providing the KYC Documents to TMF within the time frames specified in paragraphs 8.10 to 8.12 above.
8.14 You represent and warrant to TMF that:
(a) you are not bound by any data protection, secrecy or other laws which would restrict or prohibit your ability to provide TMF with the KYC Documents within the time frame specified in paragraphs 8.10 and 8.11 above;
(b) you have obtained from the Introduced Entity full consent to the release of KYC Documents and any other relevant information to TMF pursuant to paragraphs 8.10 to 8.12 above; and
(c) in so as far as necessary, you have obtained all necessary consents and authorisations to allow you or another third party to provide the KYC Documents to TMF and that you undertake to provide TMF with copies of all such consents and/or authorisations within twenty-four (24) hours of TMF requesting the same.
8.15 You undertake to immediately inform TMF (in writing) of any change in the laws or practices of the country or territory where you are based which may prohibit or restrict your ability to provide TMF with the KYC Documents, within the time frames specified in paragraphs 8.10 to 8.12 above.
8.16 You shall provide TMF with confirmation, in writing, of who the ultimate beneficial owner(s) is/are for each Introduced Entity at the time of introduction of the Introduced Entity and following any change in the identity or details of the ultimate beneficial owner(s) of any Introduced Entity.
8.17 You understand (in the case of bodies corporate) the ownership and control structure of each Introduced Entity and where appropriate, you have obtained information on the purpose and intended nature of the business relationship.
8.18 You understand that this Application shall be valid in respect of every Introduced Entity, and that the term of this Application is five (5) years or for such period as TMF provides RORA Services to and for the Introduced Entity (whichever is longer) and that your obligations under this Application shall remain in place and enforceable for a period of at least five (5) years from the date TMF ceases to provide RORA Services to and for the Introduced Entity or for such longer period as is required pursuant to the Recommendations and the AML Laws.
8.19 You undertake to immediately notify TMF (in writing) of any legal, criminal or regulatory action taken against any Verification Subject or any Introduced Entity, you and/or any professional body or authorised body that regulates, supervises and monitors you in the country or territory in which you are based, whether the license, authorisation, approval or membership has been suspended, cancelled, revoked or withdrawn or in any other way restricted.
8.20 You agree to TMF conducting periodic testing of the business relationship between you and TMF, including this Application and your ability to provide the KYC Documents within the time frames specified in paragraphs 8.10 to 8.12 above.
8.21 You have advised each Introduced Entity to obtain appropriate independent tax or legal advice prior to conducting business with TMF.
8.22 You have written contractual terms of business in place with each Introduced Entity that adequately advises the Introduced Entity of the AML Laws and the requirements of the regulatory regime in the BVI and you confirm that you will not amend or modify such contractual terms of business in so as to remove such advice, or so as to defeat your obligations under this Application. A draft copy of the relevant agreement is enclosed with this Application.
8.23 You confirm that you have a business relationship with the Introduced Entity.
8.24 You confirm that you have not relied on any other party to apply any identification measures in relation to the Verification Subjects, nor have you added simplified identification measures in relation to any Verification Subject.
8.25 You shall notify TMF immediately if any evidence of the verification of the identity of a Verification Subject in your records proves unsatisfactory.
8.26 You confirm that you have in place a system of risk rating each Introduced Entity (both periodically for your existing client base and at acceptance of any new and incoming clients) as at least low or high risk. Where an Introduced Entity is deemed low risk, you review the KYC Documents you maintain for them at least every three (3) years. Where an Introduced Entity is deemed high risk, you review the KYC Documents you maintain for them at least every one (1) year and all such KYC Documents you maintain for them will be immediately forwarded to TMF upon receipt.
8.27 In the event of the termination of your business relationship with an Introduced Entity and/or Verification Subject, for whatever reason, you will within seven (7) days:
(a) provide TMF with the KYC Documents maintained by you in respect of the Introduced Entity and each Verification Subject; or
(b) notify TMF in writing of the arrangements, satisfactory to TMF that you will put in place to ensure that TMF will be able to access the KYC Documents of each Introduced Entity and each Verification Subject whenever requested.
8.28 You confirm that you have in place a system of identifying whether an Introduced Entity and/or a Verification Subject is a politically exposed person ("PEP") or an immediate family member or close associate of a PEP. You shall promptly notify TMF, in writing, when you identify an Introduced Entity and/or a Verification Subject as a PEP (or being connected to a PEP) and acknowledge that they must be deemed to present high risk and will be subject to additional know-your-client due diligence documents and requirements, and fees.
8.29 TMF may, at any time, request any and all KYC Documents that you maintain on any Introduced Entity and/or any Verification Subject and you shall deliver the same to TMF with immediate effect and without delay or question.
8.30 You agree that TMF can test its business relationship with you at least once every three years or at a lesser time depending on risk levels.
8.31 You confirm you regularly (but at least every 7 days) check all persons associated with any Introduced Entity (including but not limited to the Verification Subjects) against international sanction lists as issued (and updated) including, but not limited to, the United Nations Security Council on acceptance of a client and from time to time thereafter. In case of any Verification Subject or related person appearing on a sanction list, you will inform TMF with immediate effect.
8.32 You have no knowledge or suspicion that any transaction and/or Introduced Entity and/or Verification Subject that you introduce to TMF involves, or is involved in, money laundering, terrorist financing or proliferation financing. If this should change at any time, you shall immediately notify TMF of such knowledge and or suspicions, in writing.
8.33 You consent to TMF relying on the performance of your identification and record keeping measures in relation to each Introduced Entity and Verification Subject you introduce to TMF.
8.34 Prior to introducing a client to TMF, you will provide written notification of the introduction and all the information required in respect of this Application and any other information which may be required by TMF.
8.35 TMF has the right to unilaterally amend these terms and conditions which make up the Application. The amended terms and conditions will become effective and take precedence over all other previously notified terms and conditions within one (1) month after notification of such amendments is given by TMF to you, or such shorter period as may be determined by TMF in order to comply with applicable laws. All other amendments to these terms and conditions can only be agreed in writing by the relevant parties to the Application.
8.36 TMF will notify you of any change in the laws or practices of the BVI which will or is likely to affect the terms of this Application, these terms and conditions, or the basis for the provision of the RORA Services by TMF.
8.37 TMF may at any time without notifying you or the Introduced Entity make any changes to the RORA Services which are necessary to comply with any applicable law, or which it considers necessary and do not materially affect the nature or quality of the RORA Services.
8.38 You warrant to TMF that all information provided by you in respect of the Introduced Entity at any time, will be true and accurate, and TMF will rely on the accuracy of this information in providing the RORA Services.
8.39 You shall indemnify TMF against all actions, claims, costs (including all legal costs), demands, expenses, liabilities and proceedings which may be taken or made or incurred by TMF directly pursuant to or in connection with its reliance on the representations and warranties contained in this Application with respect to your identification procedures, system of reviewing and keeping up-to-date information and documentation and the provision of KYC Documents to TMF on request as provided for in this Application.
8.40 This Application (including its terms and conditions) is governed by, and shall be construed in accordance with, the laws of the BVI. Each of the parties to this Application (and its terms and conditions) irrevocably agrees that the courts of the BVI shall have exclusive jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Application (and its terms and conditions) and, for such purposes, irrevocably submits to the exclusive jurisdiction of such courts.
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