Authorised Signatory/Representative means any director, officer or duly authorised signatory of the Client as may be amended from time to time;
Cayman AEOI Regime means the automatic exchange of information in order to assist tax authorities to deter and detect tax evasion especially relating to assets held in countries where the owner is not resident for tax purposes, as required by international agreements as may be in effect from time to time;
Client means the entity named in the engagement letter;
Governing Documents means the governing documents of the Client as in effect from time to time;
Law means the Companies Law and the Exempted Limited Partnership Law of the Cayman Islands and any other applicable legislation or regulations as in effect from time to time;
Manager means any entity which, at the commencement of the engagement, provides managerial services to the Client on an annual or continuing basis;
R&H Group means R&H Restructuring and any entities, whether partnerships, companies or otherwise, owned or controlled by, or under common control with or affiliated with R&H Restructuring as may be established from time to time, and includes (without limitation) Rawlinson & Hunter Limited, The Harbour Trust Co. Ltd., The R&H Trust Co. Ltd., R&H Private Fund Services (Cayman) Limited, Breakwater Services Ltd., R&H Restructuring (BVI) Ltd. and R&H Restructuring VL Services Ltd.;
Rules means the Companies (Winding Up) Rules in effect in the Cayman Islands from time to time;
R&H Restructuringis a restructuring and advisory services provider. It includes the following entities:
(i) R&H Restructuring (Cayman) Ltd.,
(ii) R&H Restructuring (BVI) Ltd. and R&H Restructuring VL Services Ltd. and such other related company (under common control) as may be established from time to time;
Terms and Conditions means these terms and conditions as may be amended from time to time; References in these Terms and Conditions and any accompanying engagement letter to we, our, us and the firm means R&H Restructuring. These Terms and Conditions should be read in conjunction with the engagement letter and for the avoidance of doubt, where the terms are different, the terms in the engagement letter will apply
We reserve the right to vary these Terms and Conditions from time to time, including during the course of the engagement, without prior notification. These Terms and Conditions and any future variations will be published on https://www.rhrestructuring.com/terms-conditions/.
Provision of Services
We shall not be required to devote our full time and attention to the Client and may, without limitation, engage in any other business and/or be concerned or interested in or act on behalf of any other entity (whether corporate or incorporate). The Client acknowledges that we will in fact be engaged with a number of other entities to which R&H Restructuring and the R&H Group provides services or advice and that any such entities may compete either directly or indirectly with the Client.
Remuneration is set out in our engagement letter.
Duty of the Company
We shall have an unrestricted right of access to all of the Client’s books and records.
Without limiting the generality of the foregoing, the Client (and, where applicable, the Manager) shall promptly provide R&H Restructuring with:
any information that we may require for the purposes ofthese Terms and Conditions or at the commencement of the engagement; and
properly certified or authenticated copies of the GoverningDocuments and all amendments thereto and of such resolutions, votes and other proceedings as may be necessary or relevant for the purposes of these Terms and Conditions or at the commencement of the engagement.
We may use a proprietary technology platform for the purposes of electronic document management and will grant the Authorised Signatory/Representative a non-exclusive,non-transferable right to access and use the platform at the commencement of the engagement. The Authorised Signatory/Representative will be responsible for facilitating a number of administrative functions, administered through a set-up workflow at the commencement of the engagement.
In order to comply with our obligations, we will need to seek proof of identity from you. By engaging us, you acknowledge that proof of identity will be required and you agree to provide such evidence as may be requested before we commence the engagement. We will keep this information in accordance with our data protection policy.
We have obligations under legislation that are onerous and include a requirement to report any suspicions we may have if we suspect you of being involved with the proceeds of any criminal activity. We are prohibited from advising you of any such report we may make to the relevant authorities.
You confirm the Client has natural persons serving as the Anti-Money Laundering Compliance Officer, Money Laundering Reporting Officer and Deputy Money Laundering Reporting Officer at the commencement of our engagement
Cayman AEOI Regime
The Client may continue to have reporting obligations. Where there are reporting obligations, the Client must appoint a delegate to provide certain services in accordance with the Cayman AEOI Regime.
Liability and Indemnity
None of the Indemnified Persons shall be liable for any damage, loss, costs or expenses whatsoever at any time from any cause whatsoever unless caused by their actual fraud or wilful default.
No person shall be found to have committed actual fraud or wilful default under these Terms and Conditions unless or until a court of the Cayman Islands shall have made a finding to that effect.
The Client agrees to indemnify and hold harmless all Indemnified Persons against any liability, action, proceedings,claim, demand, costs, damages or expenses (including legal fees) whatsoever which they or any of them may incur or be subject to in consequence of these Terms and Conditions or as a result of the engagement hereunder (including, withoutlimitation, arising from any claims brought or threatened by the Client or any other party against any Indemnified Persons,as well as arising from any involvement in any regulatory investigation or enquiry, whether voluntary or compelled) except as a result of actual fraud or wilful default of any of the Indemnified Persons and this indemnity shall expressly inure to the benefit of any such person existing or future.
For the avoidance of doubt the Client agrees that neither R&H Restructuring nor the R&H Group were responsible for any commercial structuring of the Client or for the rendering of investment, commercial, accounting, legal or any other advice whatsoever to the Client.
please refer to our privacy notice which provides information on how the R&H Group controls and processes Personal Data.
Retention of Papers
Wherever possible our papers are filed electronically, and we may not retain hard copies.
No Partnership or Employment Relationship
Nothing in these Terms and Conditions shall constitute a partnership between R&H Restructuring and the Client.
We shall not be deemed to be employees of the Client or entitled to any employee benefits or remuneration from the Client (save as expressly provided for in this agreement).
These Terms and Conditions shall continue until the final dissolution of the Client, unless these Terms and Conditions are terminated by R&H Restructuring by giving at least 14 days’ notice in writing to the Client.
A termination by R&H Restructuring under the provisions above shall be without prejudice to any antecedent liability of the parties to these Terms and Conditions. We shall be entitled to receive all fees and other moneys accrued due up to the date of such termination, whether under these Terms and Conditions or otherwise. Clause 7 of these Terms and Conditions survives termination.
Any notices to be given and any correspondence or communications to be delivered or forwarded pursuant to these Terms and Conditions shall be sufficiently served, delivered or forwarded if sent by email, prepaid airmail or by facsimile transmission and shall be deemed to be given (in the case of email and facsimile transmission) at 10:00 a.m. on the next business day in the place of receipt following dispatch or (in the case of the post) ten 10 days after dispatch and shall be sent:
in the case of R&H Restructuring, to:Windward 1, Regatta Office Park
PO Box 897, Grand Cayman KY1-1103, Cayman Islands
in the case of the Client, to:c/o The R&H Trust Co. Ltd.
Windward 1, Regatta Office Park
PO Box 897, Grand Cayman KY1-1103, Cayman Islands
To such other address or for the attention of such other person as may from time to time be notified by one party to the other party by notice given in accordance with the provisions of these Terms and Conditions, provided that nothing in these Terms and Conditions shall affect how notices may or shall be given by the Company to shareholders pursuant to the Articles or the Law.
If any provision of these Terms and Conditions shall be found to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of these Terms and Conditions which shall remain in full force and effect. If any provision of these Terms and Conditions is so found to be invalid or unenforceable but will be valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it valid
These Terms and Conditions may not be assigned by either partywithout the written consent of the other save only that we may assign the benefit and/or burden of these Terms and Conditions to another R&H Group entity as part of any group restructuring.
Law and Jurisdiction
The Terms and Conditions are governed by, and shall be construed in accordance with, the laws of the Cayman Islands.
Each of the parties to these Terms and Conditions irrevocably agrees that the courts of the Cayman Islands 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 these Terms, and, for such purposes, irrevocably submits to the jurisdiction of such courts.