Terms and Conditions of Business

1. General The conditions set out below are the only terms on which we do business unless a variation is specifically agreed in writing signed by a director of KGN Consult Ltd ("the Company"). If a client or a prospective client wishes to negotiate a variation of the conditions, either generally or in part the request should be made by letter, sent recorded delivery, addressed for the attention of the managing director of the Company at its registered office. By not sending such letter the client or prospective client acknowledges that he accepts these conditions and that any standard terms which may appear on any of his stationary shall be of no effect. All services offered are offered in good faith and on the strict understanding that they are to be used for legal purposes only. All goods offered for sale are subject to remaining unsold.

2. Fees

The Company reserves the right to vary its fees if the costs of labour, material or other services beyond the control of the Company vary from that at the contract date otherwise orders will be invoiced at the price ruling at the date of order.

3. Payment Except where specifically stated to include VAT, fees and any other charges or prices quoted are net of VAT and are payable before delivery. If requested, and subject to satisfactory credit rating, bank and trade references, the Company may agree that an account can be opened. Payments against accounts becomes due in full not later that fourteen days from invoice date. Unless otherwise agreed in writing the client shall pay the Company interest on all accounts at the rate of 3% per month above the current base rate of Barclays Bank Plc from the day that payment was due until payment is made in full. Notwithstanding any agreement for credit or course of dealing on credit terms The Company may at any time and without giving notice or reason revoke such agreement or terms without penalty. The title to all goods sold by the Company will remain vested in the Company until payment has been made. At anytime at the Company's discretion the Company may use its retention of title to recover goods not paid for in full from a client or third party. Should the goods not be available the Company may claim other goods of a similar value. On behalf of the Company its servants or agents may enter upon the clients premises for the purpose of repossessing the goods or goods to the same value as. If any money value difference is left after the Company has recovered the amount outstanding the balance will be returned less costs. Should default be made by the client in paying any sum due under order or contract the Company at its option shall be entitled either to suspend supplies until default is made good or treat such default as a repudiation of the contract in which case the client (without prejudice to any right which the Company may have to the return of any goods or the payment of any compensation or damages by the client) will pay the Company reasonable charges incurred in the course of any part performance of the contract by the Company. If the client owes any amount to the Company in respect of any purchases whatsoever contra account transactions will not be accepted. If the client is a Limited Company or other legal entity claiming limited liability and the client is unable to pay for goods and or services supplied for any reason whatsoever, including insolvency, the directors or partners of the Limited Company or other legal entity also become jointly and severally liable for the debt.

4. Delivery Delivery terms quoted are subject to confirmation after order and are at times subject to unforeseen delays over which we have no control. The Company whilst making reasonable effort to comply with the quoted date of delivery shall not be liable for any penalty, loss, injury, damage or expenses directly or indirectly consequent upon any delay or failure in delivery or performance by the Company or its agents or servants from any course whatsoever nor shall such delay entitle the client to cancel any order or refuse to accept or repudiate any contact for work to be done.

5. Exclusion

The Company does not hold or warrant any goods or services as being fit for any particular purpose, whether made known to the Company or not and the client must not rely on the Company's skill or judgment in relation to the fitness of goods or services for any purpose. If the client requires assistance on the fitness of any goods or services for any purpose he should seek appropriate independent professional advice. The Company's staff are not authorized to express any opinion or make any representation as to the fitness of any goods or services for any purpose, and any such opinions or representations as may be expressed by them are not binding on the Company.

6. Liability

• The Company (subject as herein provided) undertakes to replace, correct or at its option credit the value of all goods or services supplied which are defective or otherwise not in conformity of contract subject to all of these conditions provided always the Company must be informed in writing of such defective goods or services and of the goods or services and requested to make such replacement or correction or give such credit within two weeks from collection or delivery of the goods or service.
• The Company's liability whether in contract, tort or otherwise in respect of any goods supplied by it shall be limited solely to the foregoing, and in no circumstances does the Company accept any further liability for any injury, damage or financial loss or for either direct or consequential losses howsoever or whenever arising. In particular, but without prejudice to the generality of the foregoing.

7. Limitation of liability

If the Company carries out any work at the request of the client the Company's liability for any failure or breach of contract will be limited to the invoice cost of the work.

8. Cancellation

Orders placed with the Company cannot be cancelled except with the Company's written consent and on terms which will indemnify the Company against any damage or consequential loss.

9. Officers of a Company

Where KGN Consult LTD provides directors and/or company secretary ("Officers") to or for a Company:

• 9.1 The Officers shall at all times be willing to consider and entertain requests and suggestions from the Client in respect of the management of the Company but they shall not be willing or required to act in any manner which is or appears to them to be dishonest, illegal, improper or incorrect.The Client acknowledges that the Officers may charge such fees as they consider reasonable to consider such requests and suggestions and may charge additional fees in the event of the requests or suggestions requiring action by the Officers.
• 9.2 KGN Consult LTD shall procure the resignation and replacement of the Officers upon receipt of a written request from the beneficial owners of a majority of the voting shares in the Company except that in the case of a hybrid company or a company limited by guarantee the request may be properly given by the holders of a majority interest in the profits of the Company.
• 9.3 The Client shall at all times indemnify and keep indemnified the Officers in respect of all actions , claims and demands, losses and costs made against or suffered or incurred by the Officers in the excercise or purported excercise of their duties unless the Officers shall be guilty of personal dishonesty.
• 9.4 The Client acknowledges and understands that Officers may incur personal liabilities if certain statutory obligations relating the Company are not complied with and that compliance with such statutory obligations is dependent upon the Client promptly paying fees and responding to requests for information. If the Client fails to pay fees when due or respond promptly to to requests for information the Officers shall be entitled to resign their office and withdraw their services and the Client hereby irrevocably and unconditionally appoints Turner Little Limited or any subsidiary thereof its attorney and agent for the purpose of appointing the Client as Officer in their place.

10. Nominee Shareholder

Where KGN Consult LTD provides for an individual or corporate entity to act as the beneficial owner of a Company ("Nominee Shareholder") to or for a Company:

• 10.1 The Nominee Shareholder shall at all times be willing to consider and entertain requests and suggestions from the Client in respect of the management of the Company but they shall not be willing or required to act in any manner which is or appears to them to be dishonest, illegal, improper or incorrect.The Client acknowledges that the Nominee Shareholder may charge such fees as they consider reasonable to consider such requests and suggestions and may charge additional fees in the event of the requests or suggestions requiring action by the Nominee Shareholder.
• 10.2 KGN Consult LTD shall ensure that a Declaration of Trust is entered into by the Nominee Shareholder in favour of the true benificial owner ("True Beneficial Owner") and shall procure the resignation and replacement of the Nominee Shareholder upon receipt of a written request from the True Beneficial Owners of a majority of the voting shares in the Company except that in the case of a hybrid company or a company limited by guarantee the request may be properly given by the holders of a majority interest in the profits of the Company.
• 10.3 The Client shall at all times indemnify and keep indemnified the Nominee Shareholder in respect of all actions , claims and demands, losses and costs made against or suffered or incurred by the Nominee Shareholder in the excercise or purported excercise of their duties unless the Nominee Shareholder shall be guilty of personal dishonesty. Where the Nominee Shareholder shall be requested to participate in any transaction which might result in the Nominee Shareholder incurring a tax liability either at the time of the transaction or at some future date then in addition to the indemnity provided by this clause the Client shall pay on account to the Nominee Shareholder such sum as shall be calculated by the Nominee Shareholder as being the tax liability which he shall incurr as a consequence of satisfying the request made by the Client. KGN Consult LTD hereby warrant that any sum paid in performance of this clause by the Client shall be held exclusively for the purpose of meeting such tax liability and in the event of such liability not arising the sum will be paid back to the Client.
• 10.4 The Client acknowledges and understands that the Nominee Shareholder may incur personal liabilities if certain statutory obligations relating the Company are not complied with and that compliance with such statutory obligations is dependent upon the Client promptly paying fees and responding to requests for information. If the Client fails to pay fees when due or respond promptly to to requests for information the Nominee Shareholder shall be entitled to transfer their nominee beneficial shareholding and the Client hereby irrevocably and unconditionally appoints Turner Little Limited or any subsidiary thereof its attorney and agent for the purpose of transferring to the Client all those shares previously vested in the name of the Nominee Shareholder.

11. Registered office

If the registered office remains at the Company's address the provision of a registered office fee will be charged at the prevailing rate and will include forwarding of post sent to the registered office by Companies House and Inland Revenue departments. Dealing with other matters will incur an additional charge. Default in payment of registered office charges or additional charge will result in withdrawal of the facility without notice and without liability for the consequences.

12. Banking Facilities including Credit Cards and Charge Cards

• The Company is acting only as intermediary in relation to provision of banking facilities whether in relation to a Company formation or on a personal basis. The client accepts that the Company makes no guarantee of being able to arrange such facilities and accepts that the arrangement of same is subject to status and entirely at the discretion of the bank or other financial institution to whom introduced. The client accepts that where the Company has used reasonable endeavours to arrange banking but the client has been rejected by the bank for any reason whatsoever then the Company shall be deemed to have provided the service in relation to banking to the full satisfaction of the client.
• The Company is not a bank nor does it purport to be a bank or a provider of banking services.
• The Company is not a card issuer and in processing applications or making introductions to providers on behalf of the client for credit or charge card facilities the client accepts that the arrangement of same is subject to status and entirely at the discretion of the bank or other financial institution to whom introduced.
• The client accepts that any banking or card service and the use thereof ultimately provided to the client by a bank or other financial institution will be subject to the terms and conditions of the bank or financial institution providing the bank account or card and the client further accepts that the Company makes no representation to the client as to the terms and conditions which may be applied by any bank or other financial institution.
• The client hereby accepts that they have been advised to read and make themselves aware of the terms and conditions applied by any bank or other financial institution offering them a service and only to accept that offer of service if they are agreeable to operating any bank account or card in accordance with the terms and conditions being applied by the bank or other financial institution.

13. Performance of contract

The Company shall not be liable in the event of the performance of any obligation accepted by the Company being prevented, delayed or in any way interfered with by either: -

• An act of God, outbreak of war, either general or local riot or other civil commotion, strike, lockout, act or decree or any other act, matter or thing beyond our reasonable control; or
• Non-delivery or non-performance by the Company's suppliers or damage, loss or destruction of the whole or part of the goods or work, the Company may at its option suspend performance or cancel its obligation under the contract without liability for any damage or consequential loss resulting there from such suspension or cancellation being without prejudice to the Company's right to recover all sums owing to it in respect of consignments delivered, or collected and costs incurred to date; or
• By any cause beyond the Company's control.

14. Assignment

The contract shall not be assigned by the client to any third party without the prior consent of the Company.

15. Patents

The client is to indemnify the Company against any claim whatsoever for damages and or costs against all liability in respect of any infringement of trade mark, patent right, copy right or any other intellectual property resulting from compliance with the clients instructions express or implied.

16. Law and jurisdictions

• Subject to the above conditions the client shall not take legal action against the Company.
• The contract shall be governed by and constructed in all respects in accordance with English law and the client on entering into the contract submits to the jurisdiction of the English courts.
• Should any condition or part hereof become unenforceable for any reason whatsoever this shall be without prejudice to the remainder of these terms and conditions.
• The condition headings are inserted for convenience only and shall not effect the construction of these conditions.