Terms and Conditions

Definitions
Acceptance of the Terms and Conditions
Unacceptable Business Activities Requiring Pre-Approval
Warranties
Indemnity
No Liability for Loss
Clients’ Obligations
Additional Clients’ Obligations When Maximus Global Fund Provides Maximus Global Fund Officers
Requests and Instructions
Payment of Fees
Confidentiality and Data Protection
Cessation of Services
Registering to Use the Online Portal
Online Portal Login Details
Locking or Terminating an Online Account
Complaints Procedures
Interpretation
Notice
Miscellaneous
Governing Law

1.1 ‘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.

1.2 ‘Clients' Appointees’ means any person who is not a Maximus Global Fund Officer and who may from time to time be nominated or appointed to act as Managing Agent (as defined in Paragraph 1.8), 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).

1.3 ‘Due Diligence Documentation’ means –

1.3.1 a copy of a (signed) passport which must be notarized by a notary; or certified by a Lawyer, Accountant, Bank Manager, Commissioner of Oaths, Notary Public, Justice of the Peace/Member of the Judiciary or a serving Police Officer who must write on the photocopy 'I certify that this is a true copy of the original document and that the photograph is a true likeness'. The authenticator must then stamp, date and sign the copy together with his/her full name, address and professional capacity; and

1.3.2 an original bank statement, credit card statement, mortgage statement or utility bill (for example, an electricity account), issued within the past 3 (three) months, evidencing the person’s current residential address. Where a married woman is unable to produce any document evidencing her residential address, she may provide a copy of her marriage certificate instead.

1.4 ‘Entity’ means a trust, company, partnership or other legal entity or structure established and/or administered by Maximus Global Fund at the request of the Clients (as defined in Paragraph 1.1).

1.5 ‘Maximus Global Fund’ shall include its successors in title and assigns on its own behalf and as agent for the Maximus Global Fund Officers (as defined in Paragraph 1.6) 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).

1.6 ‘Maximus Global Fund Officers’ means any person, firm or company nominated by Maximus Global Fund who may from time to time be appointed as director, alternate director, 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 defined in Paragraph 1.4) 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).

1.7 ‘Investment adviser’ means any person, firm or company who makes investment recommendations in relation to the investing of money or capital in order to gain profitable returns as interest, income or appreciation in value, conducts investment analysis, manages accounts or portfolios of clients, recommends or gives advice regarding insurance policies, fixed properties, mutual funds or securities, solicits, offers or negotiates for the sale of or sells investment advisory services or who performs any of the foregoing or otherwise renders advice in return for a commission or fee.

1.8 ‘Investor’ means any person who has beneficial ownership of an investment we administer and who, solely or jointly, has entered into a Product related contract with us for the investment.

1.9 ‘Login Details’ means a Registered User's account on the Website and encompasses the Registered User's Login Details, access rights and permissions.

1.10 ‘Online Account’ means a Registered User's account on the Website and encompasses the Registered User's Login Details, access rights and permissions.

1.11 ‘Online Portal’ means the Maximus Global Fund secure website through which we have enabled Registered Users to access Information and submit Instructions, also referred to as ‘Maximus Global Fund Online’.

1.12 ‘Managing Agent’ means a person who may in writing or orally be authorized by the Clients to issue requests or instructions to Maximus Global Fund or to accept service of any notice from time to time issued by Maximus Global Fund relating to the Entity.

1.13 ‘Product’ means the financial securities and instruments administered or supplied by the Maximus Global Fund from time to time.

1.14 ‘Registered User’ means A person who has registered via the Website and who we have authorised to login and use their Online Account.

1.15 ‘Services’ means the provision by Maximus Global Fund of investment, 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 defined in Paragraph 1.2) or such other services provided by Maximus Global Fund to maintain the Entity in good standing in its country of establishment or incorporation.

1.16 ‘Terms of Business’ means these Terms of Business or such other new Terms of Business as may from time to time be published on Maximus Global Fund's website (maximusglobalfund.com) and shall be deemed to include such other conditions which Maximus Global Fund may from time to time advise to the Clients or the Clients' Appointees or publish on its website. Without prejudice to the validity and effect of any other form of publication, these Terms of Business will be treated as 'published' if available on the Maximus Global Fund website or in printed form from Maximus Global Fund, 201 Rogers Office Building, Edwin Wallace Rey Drive, George Hill, Anguilla, British West Indies (Postal Address – Private Bag TQ1 08P, The Valley AI-2640, British West Indies). These Terms of Business apply to all of Maximus Global Fund's Clients and Clients' Appointees.

2.1 Any person is deemed to have accepted these terms and conditions each time he/she visits or uses the Website, or registers for, and/or logs into, an Online Account.

2.2 Acceptance of these terms and conditions will be deemed to have taken place at our head office in George Hill, Anguilla.

2.3 We may change these terms and conditions from time to time. A person acknowledges that by accessing the Maximus Global Fund website and/or Online Portal from time to time, he/she will be bound by the current version of the terms and conditions and all previous versions shall be superseded by the current version. We may change these terms and conditions to cater for amendments to applicable legislation and/or changes in our business needs (amongst other things).

3.1 ‘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 Anguilla or any successor or similar international organization.

3.2 ‘Prohibited Persons’ means persons –

3.2.1 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.

3.2.2 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).

3.2.3 who have been proven to act in a fraudulent or dishonest manner in any civil proceedings.

3.2.4 who are government officials or politicians.

3.3 ‘Prohibited Activities’ means activities not approved or accepted by Maximus Global Fund and which, without prejudice to the generality of the foregoing, include activities relating to:

3.3.1 arms, weapons or munitions;

3.3.2 mercenary or contract soldiering;

3.3.3 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 utilized for torture or which may otherwise be used in an offensive manner;

3.3.4 technical surveillance or bugging equipment and industrial espionage;

3.3.5 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;

3.3.6 human or animal organs, including blood and plasma;

3.3.7 the abuse of animals, vivisection or the use for any scientific or product testing purpose of animals;

3.3.8 genetic material;

3.3.9 adoption agencies, including surrogate motherhood;

3.3.10 the abuse of refugees or human rights;

3.3.11 pornography;

3.3.12 drug paraphernalia;

3.3.13 the provision of degrees or qualifications;

3.3.14 the provision of credit cards;

3.3.15 pyramid sales;

3.3.16 religions, religious cults and charities;

3.3.17 the offer or provision of legal or tax advice otherwise than by persons who are professionally qualified and, where appropriate, licensed so to do;

3.3.18 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 Maximus Global Fund;

3.3.19 trading or other activities relating to futures or other derivatives or financial instruments that create an open or unlimited exposure;

3.3.20 any activity which may damage the reputation of Maximus Global Fund or the country of establishment or incorporation of the Entity.

3.4 ‘Pre- Approval Required Activities’ means:

3.4.1 Financial business involving the soliciting of 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.

3.4.2 Any activity relating to the provision of financial services or any other business activity which requires a license in any jurisdiction.

3.4.3 Time share and holiday clubs.

3.4.4 Advertising an Entity or any address belonging to Maximus Global Fund by any means (including the Internet).

3.4.5 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.

3.4.6 Gambling or lotteries.

3.4.7 Mail or telephone order schemes.

3.5 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 Maximus Global Fund's prior written consent, Maximus Global Fund may at its discretion immediately terminate the Services or take any of the actions referred to in Paragraph 8.4 hereof.

4.1 The Clients undertake, warrant and covenant with Maximus Global Fund that –

4.1.1 they have full legal capacity to enter into an agreement with Maximus Global Fund in accordance with these Terms of Business and to acquire the Entity and to receive the Services;

4.1.2 when the Entity is not a trust or a foundation, they are the ultimate beneficial owners of the Entity; and

4.1.3 they are not acting and will not act in a fiduciary capacity for any other person, firm or company in relation to the Entity.

4.2 The Clients undertake and warrant with Maximus Global Fund that they –

4.2.1 will comply with Maximus Global Fund's Terms of Business;

4.2.2 will furnish Maximus Global Fund with due diligence documentation described in Paragraph 1.3 in respect of each shareholder or director in the case of a company incorporated by Maximus Global Fund and for the settlor(s), each beneficiary and the protector (if applicable) in the case of a trust established by Maximus Global Fund;

4.2.3 will advise Maximus Global Fund of any change of address and contact details including any changes of electronic mail (e-mail) addresses;

4.2.4 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 Maximus Global Fund, procure that such persons enter into direct written agreements with Maximus Global Fund agreeing to comply with these Terms of Business;

4.2.5 acknowledge that Maximus Global Fund does not provide legal or tax advice or services and that they have taken the appropriate legal and tax advice with regard to the establishment, acquisition and operation of the Entity;

4.2.6 acknowledge that Maximus Global Fund does not provide financial advice relative to any investment(s) or structure. Any advice or instructions received by Maximus Global Fund provided by an independent financial adviser of the Clients' choosing, who will be entitled to deal with the investments without the approval of Maximus Global Fund. I/we fully indemnify Maximus Global Fund for any claim or action in connection with the financial consequences of the proposed trust and, if applicable, company incorporation.

4.2.7 will comply with the requirements of income tax and other relevant laws in their country of residence arising from any entity or structure established and/or administered by Maximus Global Fund, particularly in regard to any disclosure requirements imposed on the Clients with respect to such entity or structure, and acknowledge that it is not the responsibility of Maximus Global Fund to advise them of any such duty;  

4.2.8 will pay, in full, any personal or corporate taxes that may become due as a result of the establishment and operations of the Entity; and

4.2.9 agree that Maximus Global Fund 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 Maximus Global Fund is required to take in administering the Entity and providing the Services.

The Clients jointly and severally (for themselves and on behalf of the Clients' Appointees) covenant with Maximus Global Fund and with the Entity and, where appropriate, shall procure that the Entity covenants with Maximus Global Fund, that they will at all times indemnify and keep indemnified Maximus Global Fund including but not limited to Maximus Global Fund –

5.1 against all actions, suits, proceedings, claims, demands, costs, expenses and liabilities (including legal fees), which may arise or be incurred, commenced or threatened against in connection with or arising from the acquisition or business activity of the Entity or the provision of the Services;

5.2 in respect of anything done or omitted to be done by Maximus Global Fund, provided that this provision shall have no application to any liability for death or personal injury arising from the negligence of Maximus Global Fund or to any liability arising as a result of fraud on the part of Maximus Global Fund;

5.3 against all actions, suits, proceedings, claims, demands, costs, expenses and liabilities (including legal fees), which may arise or be incurred, commenced or threatened against in connection with or arising from any transaction executed on the entity’s bank account by third parties who shall have signing powers on the account at the request or instruction of the Clients;

5.4 in respect of any failure by Maximus Global Fund 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 Maximus Global Fund;

5.5 in respect of any loss or damage arising from the use of facsimile or electronic mail (e-mail), including the use of unencrypted electronic mail (e-mail), failed or incomplete transmission, distortion and loss of privacy arising from viruses or otherwise;

5.6 in respect of any loss or damage arising from the use by the Entity, the Clients or the Clients' Appointees of the physical or mailing (postal) address of Maximus Global Fund, including the failure of delivery of mail and/or delays in delivery of mail;

5.7 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; and

5.8 against any claim or action in connection with the legal, tax and financial consequences of the Entity.

6.1 Maximus Global Fund 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.

6.2 Where the Clients and/or the Clients’ Appointees engage the services or advice of an Investment Adviser to invest moneys or give advice regarding the investment of funds in the name of an Entity, Maximus Global Fund shall not be required to interfere in the selection of investments by the Investment Adviser and/or the investments or returns generated by such investments and shall be at liberty to leave the choice of investments and the buying and selling of investments and/or returns generated exclusively to such Investment Adviser, so long as Maximus Global Fund shall have no notice of any act of wilful fraud or dishonesty or misappropriation of moneys on the part of the Investment Adviser having the management of such investments. Maximus Global Fund shall assist the Investment Adviser in signing the documents for the buying and selling of investments at the request of the Investment Adviser.

6.3 Without prejudice to the generality of Paragraph 6.1, Maximus Global Fund shall not be required to interfere in the management or conduct of the business of any company, wherever resident or incorporated, in which a Trust shall be directly or indirectly interested (although holding the whole or a majority of the shares carrying the control of the company or otherwise, having the power directly or indirectly to exercise control of the company), but so long as Maximus Global Fund shall have no notice of any act of dishonesty or misappropriation of moneys on the part of the directors having the management of such company, the Trustees shall be at liberty to leave the conduct of its business wholly to such directors. For the purposes of this Paragraph 6.3 the expression 'management or conduct of the business' includes, but is not limited to, the payment or non-payment of dividends and the rendering of tax and other returns for and on behalf of the company if so required by any authority or government.

6.4 Without prejudice to the generality of Paragraph 6.1, Maximus Global Fund shall not be required to interfere in the management or conduct of the business of any company, wherever resident or incorporated, where the Clients or the Clients' Appointees are appointed to act as the directors of the company and having the management of such company. Maximus Global Fund shall be at liberty to leave the conduct of its business wholly to such directors. For the purposes of this Paragraph 6.4 the expression 'management or conduct of the business' includes, but is not limited to, the payment or non-payment of dividends and the rendering of tax and other returns for and on behalf of the company if so required by any authority or government.

7.1 The Clients must give Maximus Global Fund at least 30 (thirty) days' advance written notice of their intention to discontinue the Services.

7.2 The Clients must obtain Maximus Global Fund'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 Maximus Global Fund may require which shall, without prejudice to the generality of the foregoing, include the necessary due diligence documentation and Maximus Global Fund reserves the right to request further information and documentation concerning such proposed changes and to decline to accept such applications.

7.3 The Clients shall procure that the Clients' Appointees shall –

7.3.1 immediately inform Maximus Global Fund of any matters which might affect the Entity and/or influence Maximus Global Fund's willingness or ability to provide, or continue to provide, the Services;

7.3.2 immediately inform Maximus Global Fund of the nature of the activities and business of the Entity and seek Maximus Global Fund's prior written consent before making any material changes to those activities;

7.3.3 obtain Maximus Global Fund's prior written consent before placing any advertisement or making any public announcement relating to the Entity or any activities undertaken by it; and

7.3.4 at all times pay to Maximus Global Fund any sum due to Maximus Global Fund including any fees, disbursements and expenses incurred by Maximus Global Fund in connection with the Entity and/or in providing the Services, including fees charged by Maximus Global Fund in relation to the provision of the Services.

8.1 When Maximus Global Fund provides Maximus Global Fund 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 Maximus Global Fund or the Maximus Global Fund Officers pay to the Entity or Maximus Global Fund on its behalf, such sums as may be required to enable the Entity to discharge, in full, any liabilities (including Maximus Global Fund's fees).

8.2 When Maximus Global Fund provides Maximus Global Fund Officers, the Clients shall procure that the Clients' Appointees shall –

8.2.1 immediately inform Maximus Global Fund of any matters that might affect the Entity or any matter which is material to the management, business or affairs of the Entity.

8.2.2 at the written request of Maximus Global Fund, immediately provide information to enable Maximus Global Fund to prepare annual or other statutory returns, financial or other statements in relation to the Entity;

8.2.3 immediately provide Maximus Global Fund without delay all contractual, financial or other information concerning any asset, transaction, trading activity or business of the Entity;

8.2.4 not without Maximus Global Fund'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. Maximus Global Fund reserves the right to request further information concerning such proposals and to decline to accept such applications;

8.2.5 immediately advise Maximus Global Fund in writing, of all legal proceedings, claims, demands made or threatened against the Entity or the Maximus Global Fund Officers;

8.2.6 where the Clients or the Clients' Appointees are grantees of a power of attorney issued by the Entity they must –

8.2.6.1 act with the utmost good faith to the Entity, Maximus Global Fund and the Maximus Global Fund Officers;

8.2.6.2 keep and maintain and on demand deliver to Maximus Global Fund accurate financial and business records;

8.2.6.3 immediately disclose to Maximus Global Fund, 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 Maximus Global Fund or the Maximus Global Fund Officers; and

8.2.6.4 immediately inform Maximus Global Fund, in writing, each time a power of attorney is exercised and provide written details of any acts undertaken.

8.3 When Maximus Global Fund provides Maximus Global Fund Officers, Maximus Global Fund 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 Maximus Global Fund may consider necessary.

9.1 The Clients on behalf of themselves and the Clients' Appointees and the Entity agree to provide all requests or instructions to Maximus Global Fund in writing by letter or facsimile and Maximus Global Fund shall only consider such requests or instructions when signed by all the Clients or the Managing Agent. The Clients and the Clients' Appointees and the Entity covenant with Maximus Global Fund that they will at all times indemnify and keep indemnified Maximus Global Fund should they provide requests or instructions by unencrypted electronic mail (e-mail).

9.2 The Clients acknowledge that Maximus Global Fund is bound by regulatory and other obligations under laws and regulations of Anguilla, 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 Maximus Global Fund or the Maximus Global Fund Officers in order to comply with those laws or regulations shall not constitute a breach by Maximus Global Fund or the Maximus Global Fund Officers of their obligations hereunder.

9.3 Maximus Global Fund 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 Maximus Global Fund Officers, or the Entity.

9.4 Where permitted under these Terms of Business or if instructions are requested by Maximus Global Fund from the Clients or the Clients' Appointees and no instructions have been received by Maximus Global Fund within 30 (thirty) days of such a request being made, or where the urgency of the matter requires action within a shorter period, Maximus Global Fund 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 Maximus Global Fund Officers are members or officers of that company, or the Entity is a partnership and the Maximus Global Fund Officers are members of that partnership, or the Entity is a trust and the Maximus Global Fund Officers are trustees or protectors of that trust, Maximus Global Fund 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 Maximus Global Fund 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.

10.1 Fees for Services rendered or to be rendered by Maximus Global Fund are stated in Maximus Global Fund's Fee Schedule, published from time to time, or as may be notified to or agreed with Clients. The fees chargeable are exclusive of all costs and expenses properly incurred and paid by Maximus Global Fund in connection with the Entity.

10.2 Maximus Global Fund will not provide Services until Maximus Global Fund has received, in full, all fees and disbursements payable in relation to the establishment or incorporation of an Entity or the provision of any Services.

10.3 When the Entity is not a trust or 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 Maximus Global Fund. No refunds are given after an order has been processed and no refunds will be made where Maximus Global Fund ceases to provide the Services.

10.4 The Clients hereby irrevocably authorize Maximus Global Fund to withdraw from any sums held on any account managed by Maximus Global Fund or otherwise held by Maximus Global Fund, on behalf of the Clients and/or the Entity any moneys required to discharge any fees or expenses, including any government fees, duties, taxes or penalties, payable to or by Maximus Global Fund or the Entity.

10.5 Where any fees for Services remain unpaid for more than 90 (ninety) days, Maximus Global Fund 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, Maximus Global Fund 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 Maximus Global Fund, and to act pursuant to the provisions of Paragraph 9.4 of these Terms of Business.

10.6 Should Maximus Global Fund cease to provide Services (irrespective of whether Maximus Global Fund requests the Clients or the Clients request Maximus Global Fund to transfer the management or administration of the Entity to another agent or Corporate Service Provider) or should the Clients advise Maximus Global Fund that they no longer require the Entity, the Clients must pay to Maximus Global Fund any fees or costs which may be incurred by Maximus Global Fund in relation to the striking off, dissolution, liquidation or transfer of the Entity.

10.7 In the event that the Clients shall request Maximus Global Fund to transfer the management or administration of the Entity or should Maximus Global Fund request the Clients to transfer the management or administration of the Entity to another agent or Corporate Service Provider, Maximus Global Fund shall not be obliged to transfer the Entity until all outstanding fees (including government fees, duties, taxes and other third-party disbursements together with Maximus Global Fund's transfer or termination fees) have been paid in full.

10.8 Where the Clients make part payment to Maximus Global Fund of any fee note or invoice rendered by Maximus Global Fund, Maximus Global Fund reserves the right to apply any moneys 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.

10.9 At least 30 (thirty) days prior to the anniversary of the Entity, calculated from the date of its establishment or incorporation (hereinafter referred to as the ‘due date’), Maximus Global Fund will notify the Clients of the annual fee owing to Maximus Global Fund and the annual fee payable to the Government for the next 12 (twelve) months (hereinafter referred to as ‘the invoiced amount’). Where the Clients pays the invoiced amount on or before the due date, Maximus Global Fund will file the annual return and pay the annual fee to the Government. Where the Clients do not pay the invoiced amount on or before the due date, Maximus Global Fund will be entitled but not obliged to file the annual return and pay the annual fee to the Government: Provided that the Clients will then be liable for the fees owing to Maximus Global Fund and the annual fees paid to the Government.    

10.10 In the event of a dispute arising as a result of the non-payment of fees due by the Clients to Maximus Global Fund, including any litigation in regard to the validity and enforceability of these Terms of Business, the Clients agree and undertake to pay for all legal expenses on the Attorney Client scale of an Attorney and Counsel incurred by Maximus Global Fund in recovering the amount due including but not limited to the cost of any default judgment obtained in the Anguilla High Court of Justice.

10.11 Unless otherwise agreed in writing with the Clients, Maximus Global Fund will not pay any interest on any moneys held by Maximus Global Fund on behalf of the Entity and/or the Clients and/or the Clients' Appointees.

11.1 Maximus Global Fund undertakes to the Clients that where the Clients, the Clients' Appointees or the Entity deliver to Maximus Global Fund confidential information it will use all reasonable endeavours to keep it confidential. Maximus Global Fund, in accordance with its statutory obligations, protects personal information and personal data from unauthorized access, use or disclosure.

11.2 Maximus Global Fund reserves the right to treat the obligations of confidentiality and privacy in Paragraph 11.1 as not applicable and may disclose to third parties confidential or personal information and data when obliged so to do by law, or when required by third parties in order for Maximus Global Fund to provide the Services or when Maximus Global Fund has been unable to obtain the Clients’ or Managing Agent’s instructions and it appears to Maximus Global Fund 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.

11.3 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 Maximus Global Fund.

11.4 Without prejudice to the duty of confidentiality, Maximus Global Fund reserves the right to act for other clients (including competitors of the Entity, the Clients or the Clients' Appointees).

11.5 Any report, letter, information or advice Maximus Global Fund 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 Maximus Global Fund'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 Maximus Global Fund.

11.6 Notwithstanding any provision hereof, Maximus Global Fund shall be entitled and is hereby irrevocably authorised to open, read and copy all correspondence, letter, facsimile, electronic mail (e-mail) or other communication received by it in relation to the provision of the Services or the Entity, the Clients or the Clients' Appointees.

12.1 Maximus Global Fund shall be entitled by written notice to cease to provide the Services, if –

12.1.1 The Clients or the Clients' Appointees in the reasonable opinion of Maximus Global Fund fail to observe to the fullest extent these Terms of Business;

12.1.2 It comes to the attention of Maximus Global Fund that the Entity is being used for activities which were not referred to in the application delivered by the Clients to Maximus Global Fund or as subsequently advised and accepted in writing by Maximus Global Fund;

12.1.3 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;

12.1.4 In the event that any legal proceedings are commenced against the Entity, the Clients or the Clients' Appointees (including any injunction or investigative proceedings).

12.2 In any of the circumstances described in Paragraph 11.1 above, Maximus Global Fund 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 Maximus Global Fund.

12.3 Maximus Global Fund may at its discretion cease to provide the Services upon giving to the Clients or the Managing Agent 45 (forty-five) days’ written notice of its intention so to do.

12.4 Maximus Global Fund 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.

12.5 The Clients and the Clients' Appointees for themselves as agent for and on behalf of the Entity acknowledge, following the cessation of Services, that Maximus Global Fund may have continuing regulatory and fiduciary duties under any applicable law. Accordingly, without prejudice to Maximus Global Fund's rights, Maximus Global Fund may (but is not obliged to) continue to provide Services in order to discharge such duties and Maximus Global Fund shall be entitled to charge fees at its applicable rate for the provision thereof.

13.1 Only Registered Users may login and access the Online Portal. Clients of Maximus Global Fund may apply to become Registered Users and revceieve and Online Account.

13.2 Maxinmus Global Fund reserves the right to accept or reject any application at our discretion and without having to provide justification for any decision.

13.3 We will only give a Registered User access to Information via the Online Portal if:

13.3.1 The Registered User is legally capable, entitled and authorised to access such information; and

13.3.2 The Registered User's access complies with all of our relevant terms and conditions.

14.1 Clients’ Login Details serve as a key to access the Online Portal and as a signature for purposes of all actions performed on the Online Account.

14.2 It is extremely important to protect the Login Details and keep them secret at all times. Clients undertake to ensure that their Login Details are not:

14.2.1 easily accessible nor disclosed to any third party;

14.2.2 the same as those used for any account (whether online or otherwise) with any third party.

14.3 Utilising Login Details represents a Clients’ valid and binding electronic signature and therefore forms the basis for us to enable access the information available on the Online Portal.

14.4 Clients remain responsible for any activities that occur on the Online Portal.

14.5 If any Client suspect that the secrecy of their Login Details has been compromised, or that someone has fraudulently accessed their Online Account, the Client must notify us immediately. Maximus Global Fund reserves the right in its discretion to:

14.5.1 reject any Instruction received after such notification;

14.5.2 suspend the processing of all instructions received after such notification; and/or

14.5.3 deactivate the Login Details with immediate effect from the time of notification.

14.6 Where there has been or suspected to have been fraudulent access to an Online Account, the Client will provide full co-operation in any investigation we may carry out.

14.7 If a Client forgets their Login Details, the Client will not be able to access your Online Account until such time as we provide new Login Details, requiring the Client to verify their identity to ensure there has been no fraudulent access.

15.1 Maximus Global Fund reserves the right to lock or terminate an Online Account at any time without notice. The reason for this may include that:

15.1.1  Login Details are entered incorrectly three times in succession;

15.1.2 We are notified and/or suspect that the secrecy of a Client’s Login Details have been compromised;

15.1.3 We are notified and/or suspect that there may have been fraudulent access to an Online Account,

15.1.4 We reserve the right to unlock an Online Account in our sole discretion. Clients will be required to complete to verify their identity and ensure there has been no fraudulent access.

We will deal with any complaints and queries in line with our Complaints Procedures.

In providing the Entity and/or the Services, Maximus Global Fund 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.

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 addressee, 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 addressee 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 addressee then at the time of transmission and otherwise then on the next business day.

19.1 These Terms of Business supersede all prior Terms of Business and agreements whether oral or written.

19.2 No exercise or failure to exercise or delay in exercising any right or remedy by Maximus Global Fund pursuant to these Terms of Business shall constitute a waiver by Maximus Global Fund of that or any other right or remedy.

19.3 Nothing in these Terms of Business shall create or be deemed to create the following relationships between Maximus Global Fund and the Clients or the Clients' Appointees or the Managing Agent:

19.3.1 partnership, or

19.3.2 employment, or

19.3.3 joint venture.

19.4 Words imputing the masculine gender shall include the feminine, words imputing the singular shall include the plural and words importing natural persons shall include created entities (whether corporate or not) and vice versa.

Unless otherwise agreed in writing between Maximus Global Fund and the Clients, these Terms of Business shall be governed by and construed in accordance with the laws of Anguilla without regard to principles of conflicts of laws. In the event that any provision of these terms is found by a court of competent jurisdiction to be unlawful, void, or for any reason unenforceable, the validity or enforceability of the remaining provisions will not be affected, and the unenforceable provision will be replaced with an enforceable provision that comes closest to the intention underlying the unenforceable provision. The Clients, the Clients' Appointees and the Managing Agent hereby submit to the exclusive jurisdiction of the Courts in Anguilla.