Trading Terms and Conditions

I. DEFINITIONS

“Cook Islands Vehicle” means any one of a Cook Islands International Trust; Cook Islands Limited Liability Company; Cook Islands International Company; or Cook Islands Foundation. “Customer” or “Client” means:

  1. An individual on whose behalf a transaction or activity is being conducted;
  2. With respect to an International Company or Limited Liability Company (LLC), the Ultimate Principal as defined herein; or
  3. With respect to a trust, foundation or similar relationship, a Grantor, Settlor or any person who settles, transfers or assigns an asset to an International Trust or International Foundation.

“Designated Person” means a representative designated in writing and advised to ORA by the Client to handle specific matters relating to the Client. “Direct cost” means any costs incurred by ORA on behalf of the Client or his/her Structure regardless of whether or not the Direct cost incurred in furtherance of the Services.

“Financial Misconduct” means:

  1. Misconduct by any person relating to money laundering;
  2. Fraud involving cross-border financial transactions;
  3. The financing of terrorism;
  4. The financing of proliferation of weapons of mass destruction;
  5. The financing or facilitating of bribery and other corrupt practices of any sort;
  6. Tax evasion (whether or not relating to taxes payable in the Cook Islands).

“Legal Person” means any entity not being a natural person or a legal arrangement that can establish a customer relationship with a financial institution or otherwise own property and for the avoidance of doubt includes a Foundation. “ORA” means Ora Fiduciary (Cook Islands) Limited and its subsidiaries.

“ORA office” means the registered office at Global House, Avarua, Rarotonga, Cook Islands and/or the Operations Office at Puai Wichman Building, Kavera, Rarotonga, Cook Islands.

“Person” means any natural person, legal person or a body of persons, whether corporate or unincorporated.

“Politically Exposed Person (PEP)” means a person, whether resident in the Cook Islands or elsewhere, who falls into 1 or more of the following categories;

  1. A natural person who is or, has in the previous 12 months been entrusted with, or is in a position which has, prominent public functions, including;
    1. A head of state, head of government, minister, or deputy or assistance or associate minister:
    2. A senior government official who is the administrative head of a government or quasi government agency:
  • A member of parliament:
  1. A senior politician:
  2. An important political party official:
  3. A senior judicial official:
  • A member of a court of auditors or the board of a central bank:
  • An ambassador, charge d’affaires or other high-ranking officer in a diplomatic service:
  1. A high ranking officer in an armed force:
  2. A senior executive of a state-owned enterprise:
  3. An honorary
  1. Any of the following family members of a person mentioned in sub-paragraph (a);
    1. A spouse or partner considered by the law in which the person resides as equivalent to a spouse:
    2. A child, or spouse or partner of a child (including a feeding or fostered child):
  • A sibling:
  1. A parent:
  2. A grandchild:
  1. Having regard to information that is public or readily available, any close associate of a person mentioned in sub-paragraph (a), who is a natural person and is one or more of the following;
    1. Known to have joint beneficial ownership of a legal entity or legal arrangement, or any other close ongoing business relationships, with that person:
    2. Who has sole beneficial ownership of a legal entity or legal arrangement known to have been set up for the benefit of that person:
  • Known to be beneficiary of a legal arrangement of which that person is a beneficial owner or beneficiary:
  1. Known to be in a position to carry out substantial financial transactions on behalf of that

“Professional Intermediary” means an Attorney, Financial Advisor or any other qualified person who acts as an authorised representative of the Client. “Reporting Institution” means a licensed financial institution who in the course of carrying on business, enters into transactions with or on behalf of customers. “Risk Based Approach” is a process to identify, assess and mitigate a Client’s potential risk for financial misconduct. “Services” includes trust and company formation, provision of registered agent/office services, company administration and secretarial services, provision of nominee services, trustee administration services, consultancy and other similar or related fiduciary services as provided by ORA to its Clients. “Source of Wealth” means verification as to the source of the Client’s personal and business wealth and may include:

  • Proof of property sale;
  • Records of external investment;
  • Commercial loan agreement letter;
  • Intra-Group finance documents
  • Audited Financial Statements;
  • Bank Statements;
  • Written confirmation from a qualified accountant/lawyer; or
  • Grant of Probate/Copy of

“Structure” means a group of or collection of Cook Islands Vehicles or other legally recognised vehicles that have a common ownership or Client, established and/or administered by ORA. “Suspicious Activity” means any activity or information that relates to an intended transaction or an ongoing business relationship which causes Ora to know or suspect that financial misconduct or a serious offence is intended or has occurred. “Ultimate Principal” means one or more natural persons who ultimately owns or effectively controls the Cook Islands Vehicle or on whose behalf a transaction or activity is being conducted and includes:

  1. In the case of a legal person, other than a company whose securities are listed on a recognised stock exchange, any natural person who ultimately owns or effectively controls (whether through direct or indirect ownership or control, including through bearer share holdings) 25% or more of the shares or voting rights in the legal person;
  2. In the case of any legal person, any natural person who otherwise exercises effective control over the management of the legal person;
  3. In the case of a legal arrangement or similar type of arrangement, the trustee, or any natural person who exercises effective control over the legal arrangement including through a chain of control or ownership.
 
 

II. REFUSAL TO PROVIDE OR TO CONTINUE PROVIDING SERVICES

ORA reserves the right at any time to refuse to or to discontinue providing Services, without notice and without reason to any Client and related Structure.

III. CLIENT AND STRUCTURE INFORMATION- PRIVATE AND CONFIDENTIAL

ORA maintains Client and Structure information, such as the name, contact details and any other information concerning the Client or Structure as private and confidential. As such, the information provided by the Client to ORA or that acquired by ORA during the provision of Service is accessible only by designated staff of ORA, and is and will be used only for the purpose for which the Client provides the information. Client and Structure information will not be disclosed to third parties without the Client’s express written consent or to further the purpose for which the information was provided or if disclosed is required by Cook Islands Law or is compelled by a competent court of law.

IV. CLIENT’S RESPONSIBLITIES

  • The Client is solely responsible for receiving tax, regulatory and legal advice regarding the Cook Islands Vehicle or Structure, the services provided by ORA and the applicable laws in the Client’s country of citizenship or residence and includes advice relating to any jurisdiction where business is being conducted by the Cook Islands Vehicle or Structure. ORA does not provide tax, regulatory or legal advice and is not responsible for professional advice received by the Client as a result of introductions made by ORA to qualified
  • The Client shall provide ORA with such customer due diligence documentation and information as may from time to time be requested by ORA either at the beginning of the relationship or transaction or at any time during the term of the relationship with ORA. The Client shall also provide, if applicable, all other information required by banks, brokerage firms or other third parties with which the Client either has requested ORA to engage in relation to the provision of services to the Cook Islands Vehicle or Client.
  • The Client shall ensure ORA is kept updated with any changes to contact and customer due diligence information held by ORA. This includes informing ORA of any conduct or action that may result in litigation or other adverse consequences. ORA will not be held responsible for nor liable for any actions or consequences where such information has been withheld from ORA.
  • The Client shall not involve ORA or the Cook Islands Vehicle or Structure in any unlawful act or conduct that may result in Financial Misconduct either in the Cook Islands or in the jurisdictions in which the Cook Islands Vehicle or Structure conducts business or in the jurisdiction in which the Client resides and/or is liable for tax. The Client understands and confirms that it shall be the Client’s sole responsibility to determine whether any such acts or conduct are unlawful and constitutes Financial.
  • The Client shall not involve ORA or the Cook Islands Vehicle or Structure in any unlawful act or conduct that may result in Financial Misconduct either in the Cook Islands or in the jurisdictions in which the Cook Islands Vehicle or Structure conducts business or in the jurisdiction in which the Client resides and/or is liable for tax. The Client understands and confirms that it shall be the Client’s sole responsibility to determine whether any such acts or conduct are unlawful and constitutes Financial Misconduct.
  • The Client shall be responsible for all financial commitments of the Cook Islands Vehicle or Structure and will ensure timely payments of such commitments as they
  • The Client shall indemnify and hold harmless ORA, its affiliates, directors, employees and agents from and against all claims, actions, costs and liabilities arising out of or relating to the provision of services to the Client and the Cook Islands Vehicle or Structure.

V. FEES AND DIRECT COSTS

  1. The Client expressly and irrevocably agrees to payment of such fees as agreed with ORA including any non-refundable initial fees, retainers and administration fees based on total funds under administration and
  2. ORA reserves the right to terminate any retainer relationship upon non-payment of the agreed initial fees and to charge for its time costs up until the point when ORA exercises its right to terminate the retainer relationship on the ground of non-payment of the initial agreed fee. The Client expressly and unequivocally accepts liability in this
  3. The basis on which ORA will charge and invoice for the provision of services depends on such agreement as entered into with the Client and may include one or more of the following;
  • All attendances not included as part of the registration, establishment and initial consultation process, bank account opening, renewal or other fixed fee services as detailed in ORA’s Fee Schedule, will be charged on a time cost basis at between US $150.00 – US $550.00 per hour depending on the level of complexity of the transaction and the staff member handling the matter.
  • Alternatively and instead of a time cost approach as above, ORA and the Client may agree to charge trustee administration fees based on the value of assets under Ora’s administration. The agreed fees based on assets under administration will take into consideration;
  • the value of funds under administration;
  • the level of risk being assumed by ORA as trustee;
  • the level of ongoing scrutiny that will be needed to ensure compliance with Cook Islands laws;
  • whether there is imminent attack on the Cook Islands vehicle or Client;
  • whether the Client comes within a catergorisation of “higher risk” as assessed by ORA.

ORA’s current Fee Schedule as well as the individual charge out rates of its staff are available upon request.

4. Where agreed, ORA may charge administration fees based on the percentage of total funds under its direct administration and management, as well as charge fees which take into account other factors such as complexity of the matter, the importance of the matter and the value of the proposed

5. The Client will be responsible for payment of all disbursements and out of pocket expenses necessarily incurred as part of the delivery of services to the Client and includes all Government imposed levies and

6. The Client understands and confirms that ORA shall not be liable for any penalties, fines or other liabilities incurred by the Client or by the Cook Islands

7. The Client is responsible for informing ORA in a timely manner regarding the Client’s decision to discontinue the relationship or the provision by ORA of services to the Client. Any failure by the Client to provide such information in a timely manner and the adverse consequences that may result from such failure are the sole responsibility of the

VI. DIRECTORS, NOMINEE SHAREHOLDERS AND REGISTERED OFFICE.

A. Directors or nominees provided by ORA shall at all times review and consider requests from the Client in relation to the Cook Islands Vehicle, and will only act on the same unless such request will result in actions or conduct that may amount to Financial

B. Nominee shareholders provided by ORA shall issue a declaration of trust to the Client or the Client’s designated persons in relation to shares owned by such

VII. DISCLAIMER OF LIABILITY

  1. ORA shall not be liable:

(a)      for loss or damage to the Cook Islands Vehicle or any assets of the Cook Islands Vehicle whatsoever except where the same shall be proved to have been caused by acts done or omissions made in personal conscious and fraudulent bad faith by ORA; or

  • for any loss or damage attributable directly or indirectly:
    • to any failure by ORA to diversify any assets under its control and held on behalf of the Client; or
    • to any failure by ORA to keep fully informed as to the management or administration of any corporation unit trust or other entity or undertaking, scheme, partnership, joint venture or business, shares, stock, debentures, obligations, units or sub-units or other interests in or of which or loans to which at any time constitute assets of a Cook Islands Vehicle or to concern themselves with the management or administration of any such corporation, unit trust, or other entity or undertaking, scheme, partnership, joint venture or business except in a case where ORA has actual notice of culpable wrongdoing or failure on the part of those responsible for the management or administration of the corporation, unit trust or other entity or undertaking, scheme, partnership, joint venture or business.

VIII. GENERAL PROVISION

A. All instructions or requests by the Client must be given in writing to ORA.

B. All communications in relation to Services provided by ORA to the Client or Cook Islands Vehicle shall be deemed received by the Client if sent to the most recent postal address, email address or facsimile provided to ORA by theclient.

C. ORA shall not be liable for any failure to comply with any instructions or requests (in whole or in part) not received from the Client. The Client has responsibility to ensure that ORA has confirmed receipt of any such instruction or request particularly if the instruction or request is substantial, time sensitive or material.

D. ORA reserves the right to read, review or inspect any communications, documents or other items received at ORA’s office for and on behalf of the Client or the Cook Islands Vehicle or Structure.

E. These Terms and Conditions supersede any other understanding the Client believes he/she has with ORA, whether oral or written, and no variation of these Terms and Conditions shall be effective unless agreed in writing by ORA.

F. Any and all obligations of ORA shall cease immediately if the Client fails to observe these Terms and Conditions or if ORA learns that the Cook Islands Vehicle or Structure is or has been used for activities other than that disclosed by the Client or the Client has provided incorrect or false information at any time to ORA with regard to any aspect of his/her Structure.

G. These Terms and Conditions shall be governed by and interpreted in accordance with the laws of the Cook Island.