[Name of appointing company]
[Address]
[Date] [Telephone number]
[Fax number]
[VAT Registration number (EU Member States only)]
TMF Corporate Services Limited ("TMF UK")
6St.Andrew Street
5th Floor
London
EC4A 3AE
TMF Corporate Secretarial Services Limited ("TMFCSSL")
6St.Andrew Street
5th Floor
London
EC4A 3AE
Dear Sirs
1. We, the appointing company, refer to the agreements and other documents, details of which are set out in Schedule 1 to this letter (the "Agreement[s]").
2. We appoint TMF UK ("you") to receive on our behalf service of process by which any suit, action or proceeding is begun in the courts of England arising out of or in connection with the Agreement[s], on the terms set out in this letter. You have no obligations other than those expressly set out in this letter.
3. We agree to settle in full the fee charged for this appointment within 30 days of receipt of an invoice. If you do not receive payment you may treat your appointment as immediately terminated and shall send us written notice recording that termination by mail or fax to the address or fax number stated in this letter.
In the event of such termination of this appointment, you will have no obligation to forward mail, correspondence, notices, documents or any other items whatsoever received on our behalf and will accept no responsibility for or in connection with any legal proceedings, penalties, fines, liabilities, claims, costs or for any loss, damage, financial or commercial loss, expenses or incidental loss to us or to any other person resulting from the termination or from any failure to forward mail, correspondence, notices, documents or any other items whatsoever received on our behalf.
4. Subject to paragraph3 of this letter, your appointment ceases upon the later to occur of:
(a) [the expiry of 12years following the date upon which the last of the Agreements identified in the schedule to this letter as being executed as a deed[1] (if any) which remains in force ceases to be in force; and
(b) ]the expiry of six years following the date upon which the last of any of the other Agreements which remains in force ceases to be in force.
If, however, at that time we have not (or any of the other parties to the Agreement[s] or its agent alleges that we have not) complied with any of the terms of the Agreement[s], we agree that your appointment continues in force for such period as you may agree. If the Agreement[s] [is/are] extended, your appointment will, if you then agree, also be extended so that the period of six years [or 12 years, as applicable,] runs from the time when [the Agreement/the last of the Agreements which remains in force, as extended,] ceases to be in force.
5. We shall notify you and all the other parties to the Agreement[s] promptly:
5.1 of any change in our name, status, address or telephone or fax numbers;
5.2 of any change (by variation, waiver or otherwise) in the date on which [each of] the Agreement[s] is expected to cease to be in force;
5.3 if a resolution is passed for our winding up or a court of competent jurisdiction makes an order for our winding up or dissolution; and
5.4 if an administration order is made in relation to us or a receiver is appointed over, or an encumbrancer takes possession of or sells, one of our assets.
(In this paragraph "winding up", "dissolution" and "administration order" are to be construed so as to include any equivalent or analogous proceedings or orders under the law of the jurisdiction in which we are incorporated or any jurisdiction in which we carry on business or have an asset).
6. On receipt of service of process addressed to us by which any suit, action or proceeding is begun in the courts of England arising out of or in connection with [any of] the Agreement[s], you shall:
6.1 accept service on our behalf;
6.2 send us notice in writing by fax to the number stated in this letter (or another number notified in writing to you by us from time to time) containing the following:
(a) the date on which you accepted service of process on our behalf;
(b) the name of the party issuing the process;
(c) the date by which acknowledgement of service must be filed with the court in order to avoid judgment being entered against us in default; and
(d) a request by you for the name of the firm of solicitors in England to whom the originals of the document(s) served on you should be sent,
but need not contain any details of the nature or substance of the claim made against us; and
6.3 send a copy of the notice referred to in paragraph6.2 to us by mail or courier to the address stated in this letter (or another address notified in writing to you by us from time to time) with a copy of the process served.
7. Your despatch of the notice referred to in paragraph6.2 or paragraph6.3 is a good discharge of your obligations contained in the relevant paragraph, whether or not we receive the relevant notice and whether or not you are aware that we may not have received a notice previously sent to us by you. If, in your opinion, your despatch or our receipt of either of the notices to be sent to us pursuant to paragraph6.2 or paragraph6.3 might be prevented, hindered or delayed by a cause beyond your control (including, without limitation, interruptions in postal or other communications services) your obligations under those paragraphs are suspended until, in your opinion, despatch will not be prevented, hindered or delayed in that way. While your obligations are suspended you shall, if the relevant telephone services are operating normally, use reasonable efforts to give us the information referred to in paragraph6.2 by telephone call to the number stated in this letter (or another number notified in writing to you by us from time to time).
8. We shall promptly acknowledge receipt of the notices referred to in paragraph6.2 and paragraph6.3, first by telephone or fax and then by mail, which acknowledgements shall include the information requested under paragraph6.2(d).
9. Neither we nor any other person shall have any claim against you, your officers or agents in respect of any loss, liability or cost arising directly or indirectly out of any failure in the performance of your obligations set out in this letter, unless the loss, liability or cost arises from your wilful default or that of your officers or agents. In this letter, "TMF" means TMF Group and its associated entities, excluding for the avoidance of doubt TMF UK and, in connection with the guarantee given in this letter, TMFCSSL. We agree that neither we nor any other person shall under any circumstances have any claim against TMF or any of its directors or employees in respect of any loss, liability or cost arising directly or indirectly out of any failure in the performance of your obligations set out in this letter.
10. TMFCSSL hereby agrees to pay to the appointing company from time to time on demand a sum of money which TMF UK is at any time liable to pay to the appointing company under or pursuant to this letter (taking into account the limitation on TMF UK's liability pursuant to paragraph 9 of this letter) and limited up to the amount of £100,000 in respect of each claim brought, including the excess of any professional liability insurance) and which has not been paid at the time the demand is made. TMFCSS's obligations under this paragraph 10 are primary obligations and not those of a mere surety.
11. TMFCSSL shall countersign this letter for the purposes of paragraphs 10.
12. If a term of your appointment set out in this letter is inconsistent with a provision of [any of] the Agreement[s], this letter prevails. You are not deemed to have notice of any agreement or any provision of any agreement, except those provisions of the Agreement[s] expressly stated in Schedule 1 to this letter.
13. In using your services, and by signing this letter, we confirm that we are not an agency of or an entity which is owned or controlled by a government of any country or state which is the subject of sanctions legislation in the United States or any European country.
14. This letter and any noncontractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law.
15. Please acknowledge your acceptance of the terms of this letter by signing the acknowledgement below. We shall notify the parties to the Agreement[s] that you have accepted the terms of this letter and that any service of process by which any suit, action or proceeding is begun in the courts of England arising out of or in connection with the Agreement[s] should be made to you. You shall notify us of any change in your name or address. We shall then notify all parties to the Agreement[s] of the new name or address to which any service of process should be delivered.
Yours faithfully
Executed as a deed by )
[NAME OF APPOINTING COMPANY] )
______Signature of Director
______Name of Director
in the presence of:
______Signature of witness
______Name of witness
______Address of witness
______
______
Executed as a deed by )
TMF CORPORATE SERVICES LIMITED )
______Signature of Director
______Name of Director
in the presence of:
______Signature of witness
______Name of witness
______Address of witness
______
______
Executed as a deed by )
TMF CORPORATE SECRETARIAL SERVICES LIMITED )
______Signature of Director
______Name of Director
in the presence of:
______Signature of witness
______Name of witness
______Address of witness
______
______
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Schedule 1
YES/NO / Parties
5
SCHEDULE 2
Invoicing details
PLEASE NOTE: Before we are able to accept our appointment as UK Process Agent by countersigning and returning the appointment letter, the details in this Schedule MUST be provided CORRECTLY. An administration fee of £25.00 will be payable if we are asked to amend and reissue an invoice that has been issued in accordance with the details provided in this schedule 2.
Name and address to appear on invoice: / Name:Address:
Attention:
Mailing address if different from above: / Name:
Address:
Attention:
Email:
This must be a contact at the entity paying the invoice.
We will email a copy of the invoice to this contact and the contact who referred the appointment before sending the original invoice by airmail
VAT number
If not supplied, 20% VAT will be added to the invoice total / Yes/No
Reference/Code if Required by you:
Examples:
Purchase Order Number
Cost Centre Code
Legal Contact
Business Contact
Matter Reference
Project Code / Yes/No
Withholding tax
If a withholding tax regime is in place in your jurisdiction, TMF can obtain a Certificate of Tax Residency from the UK tax authority (HMRC) so that you are not required to withhold tax.
If a Certificate of Tax Residency is not obtained the invoice will include an uplift at the appropriate percentage.
Is a tax certificate required?
If yes, please confirm the period/year this should cover.
If no, please confirm the withholding percentage /
Yes/no
Percentage:
Despatch of original appointment letter
If you require the original appointment letter returned to you, please indicate whether by courier or airmail.
Courier fees will be charged at UK £10, all other locations £20
Please note that we are unable to track documents sent by airmail / Courier - Yes/No
Airmail – Yes/No
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[1] Schedule 1 to this letter should explicitly state which, if any, of the Agreements are to be executed as deeds.