January 11, 2018

Page 1

Telephone + 44 1579 363102

e-mail:

www .armadamarine.co.uk

Armada Marine Ltd.

Dear

A growing number of sub-contract personnel working in the offshore oil, gas and energy industry, engineering and other fields, both industrial and artistic are using the Offshore Payroll Facility operated by Management Resources Limited (MRL) in Guernsey.

Such personnel, if self employed, will not be liable to either income tax or National Insurance Contributions under the UK’s PAYE rules. Instead they will be directly responsible for their own income tax and NIC, which is reported to the UK Inland Revenue through the submission of an annual tax return, upon which they are subsequently assessed. In some cases where the personnel are working abroad for an extended period for a foreign employer then there may be no UK tax to pay at all, although there may be a liability to foreign tax instead.

For personnel who move frequently from contract to contract it can be difficult to keep up with the submission of invoices to clients and the subsequent collection of fees. MRL will take care of this for you. All you do is submit a standard job sheet to Armada on a regular weekly or monthly basis and they will arrange for MRL to invoice your client and arrange for the collection of fees, transferring the funds directly to your bank account. The system operated by MRL from its Guernsey offices provides a flexible, convenient and safe way for such personnel to keep their financial affairs in order.

We enclose further details of MRL’s services, including a note on the method of operation together with a deed of indemnity and bank authority. The latter enables you to be placed on the automated credit payment system and authorises MRL to deduct its fees.

If you wish to proceed please return to us the deed of indemnity and bank authority duly completed and signed. We will then forward the same to MRL so that the Offshore Payroll Facility can be activated.

If you have any queries, then please contact Armada Marine Ltd. which is acting as MRL’s agent.

Yours faithfully

Kathleen R Fifield

Director

Registered in England No. 5293800 Registered Office: 10 The Crescent Plymouth PL1 3AB Devon UK

The Offshore Payroll Facility

Method of operation

1]Armada Marine require a “job sheet” which may be forwarded via facsimile or e-mail containing full details of your client including their full postal address together with such information as may be required in order that an invoice can be forwarded to them.[ Purchase order number (if required),dates of services rendered, daily rates and expenses etc.] The “job sheet” can then be forwarded to M.R. Ltd for processing. This being required for each transaction.

2]After payment is received and authorisation is given to the Bank to pay, a remittance advice together with a photo-copy of the invoice will be forwarded to you direct by post. Thereby should there be a query you will have in your possession a copy of the original invoice. M.R. Ltd obviously have to rely on you forwarding the correct information with your original instructions.

(a)Please note that should your client pay by cheque, time has to be allowed for clearance, before the transfer to your bank account can take place.

(b)Should you require a non standard method of payment i.e. CHAPS, or transfer to a non UK Bank, or change of currency, which incur extra charges then these will be added to M.R.L’s administration fee. As a guide the current charges for CHAPS (same day payment) is £30. Payment to more than one bank for a single remittance is £10 and payments by Swift (to a non UK bank – which cannot be made by Bacs) is £20.

(c)M.R.Ltd. can accept monies in US dollars and Euros and transfer same in dollars (Euros) should this be required. Their administration fee would then be deducted in dollars or Euros at the current exchange rate.

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THIS AGREEMENT AND DEED OF INDEMNITY is made on ______

BETWEEN:

(1)Management Resources Ltd. Whose registered office is at PO Box 287 4th Floor, Trafalgar Court Admiral Park, St Peter Port Guernsey GY1 3RL

And

whose address is at:

(“Individual contractor or limited company”)

WHEREAS:

(1)M.R. Ltd. and (“Individual contractor/limited company”) above named agree to enter into an agreement whereby M.R. Ltd. shall provide an offshore payment facility (“Facility”) to those clients of the Individual Contractor/limited company as notified to M.R. Ltd. and which M.R. Ltd. so approves at its absolute discretion. (“clients”)

(2)M.R. Ltd. agree to enter into the aforesaid agreement upon the Individual Contractor/limited company undertaking to enter into this Deed.

IT IS AGREED as follows:

  1. In consideration of M.R. Ltd. at the request of the Individual Contractor/limited company providing the Facility to one or more of his/her clients, the Individual Contractor/limited company undertakes with M.R. Ltd. that ;

(a)each of the Clients has taken out with a reputable insurer the following insurances:

(i)employer - £2,000,000 minimum cover;

(ii)public liability - £2,000,000 minimum cover;

(iii)such other insurances as M.R. Ltd. shall from time to time require;

( together “the Insurances”)

(b)the Individual Contractor shall, upon request by M.R. Ltd. produce any such policies of the Insurances, together with proof of current validity, to M.R. Ltd.

  1. For the avoidance of doubt, the Individual Contractor/limited company acknowledges and agrees that;

(a)M.R. Ltd. cannot be held responsible for non-payment of any invoices rendered to any of the Individual Contractors’ Clients pursuant to the facility; and

(b)It is the responsibility of the Individual Contractor/limited company alone to ascertain the creditworthiness of each of the Clients and their ability to pay.

  1. The Individual Contractor/limited company covenants with M.R.Ltd. and its successor in title, in pursuance of the aforementioned agreement, that the Individual Contractor/limited companyand his/her successors in title will at all times keep M.R.Ltd., its directors, employees, agents and successors in title fully indemnified against all liabilities , losses, proceedings, claims, costs and expenses of whatever nature which may result or which he/her or they may suffer, incur or sustain arising in any way whatsoever out of any failure by the Individual Contractor/limited company and /or clients to comply with the provisions of clause 1 above.
  1. Furthermore, the Individual/company agrees at all times to keep M.R.Ltd., its directors, employees, agents and successors in title fully indemnified against all liability for all company and personnel tax that may become due because of the Individual Contractor working under a particular country’s jurisdiction.
  1. The liability of the Individual Contractor/limited company shall not be affected nor shall this Deed be diminished by reason of renewal, variation or modification to the terms of the Facility and/or the aforementioned agreement.
  1. This Deed shall be binding on the Individual Contractor/limited company and his/her successors in title and permitted assigns but so that the Individual Contractor may not assign or transfer any of his/her rights and /or obligations under this Deed.
  1. This Deed shall be governed by and interpreted in accordance with English Law.
  1. The parties irrevocably submit to the non-exclusive jurisdiction of the High Court of Justice in England and the Individual irrevocably appoints

To be its agent for service of process in England.

IN WITNESS of which this Deed has been executed as a deed this day and year first above written.

EXECUTED AS A DEED by )

Management Resources Ltd)…………………………………….

and signed by a Director and )Director

the Secretary or two Directors)

…………………………………….

Director/Secretary

EXECUTED AS A DEED by )

The INDIVIDUAL Contractor/ X

Limited Company ) …………………………………….

and signed by the individual ) Individual Contractor/

contractor/Company Director Company Director

and non related witness )

……………X………………………

Witness

Management Resources Ltd.

Please complete and return.

Full name: …………………………………………………………..

Address: …………………………………………………………..

…………………………………………………………..

…………………………………………………………..

Post Code: …………………

Telephone number: …………………………………………………

e-mail address: …………………………………………..……..

Bank Name: ………………………………………………………..

Bank Address: ……………………………………………………….

………………………………………………………..

……………………………………………………… .

Sort Code: …………………..…….

Swift Code:…………………………

IBAN No.…………………………

Account Number:………………….

I hereby give authorisation to Management Resources Ltd. to deduct an Administration Fee of £105 ( one hundred and five pounds ) from any invoice up to the value of £3,500 plus one percent of the value of the invoice for any sum above £3,500 from each Remittance Advice plus any non-standard Bank charges or administration fees incurred

Signed:………………………………… Date:………………………….