Terms & Conditions
1. Definitions.
1.1 “Champ Amigo Network”, “Champ Amigo Central”, “Champ Support”, “Dollar Dazzler”, “X-Wire”, “Euro Energizer”, “Need Money Ask Me”, “Champ Society”, “CashBox”, “World Wide Promo”, “ChamPhone”, “North America Promo”, “ChampAmigo Mail”, “MiAmigo Friends”, “Champ Advertising”, “Champ Formation”, “Champ Webhosting”, “MiAmigo Radio”, “MiAmigo Art Gallery”, “ChampAmigo Conference”, “MiAmigo Shop”, “Champ Auction”, “Champ Promoter”, “Champ Chronicle”, “Fuel ‘n’ Frolic”, “Play In The Casino”, “ChamPay”, “MiAmigo Circle” and “We Let Your Money Grow”. “We Love Lotto” and “MiAmigo Traffic Exchange” are trade names of ChampAmigo Ltd. and AceGlobal Ltd. (referred to as ChampAmigo or Company), both registered in Belize, offering Internet related services.
1.2 ChampAmigo expression shall include its successors in title and assigns on its own behalf, and as agent for the ChampAmigo Officers (as hereinafter defined), and the employees thereof, and any company under their direct or indirect control, and any director or employee thereof.
1.3 ChampAmigo Officers means any person or company nominated by ChampAmigo who may from time to time be appointed as director, alternate director, secretary, assistant secretary, manager, partner, accountant, VAT Agent, trustee, protector, bank signatory, other officer, administrator, registered agent, provider of a registered office or address for legal service or registered shareholder of the Company and the employees thereof, and any company under their direct or indirect control, and any director or employee thereof (which expression shall include any of them).
1.4 Company means the company, trust, partnership or other structure established and / or administered by ChampAmigo at the request of the Owners (as hereinafter defined).
1.5 Services mean the provision by ChampAmigo and / or the ChampAmigo Officers of management, administration and other services requested by the Owners or the Owners Appointees (as hereinafter defined) or such other activities required to maintain the Company in good standing including, where appropriate, on the statutory registers of the country of establishment / incorporation of the Company.
1.6 Owners means the beneficial owners or owner of the Company which expression shall in the case of an individual include their heirs, personal representatives and assigns, and shall in the case of more than one person mean such persons jointly and severally and shall include the survivor or survivors of them and their respective heirs, personal representatives and assigns of the other part.
1.7 Managing Agent means a person who may be authorized by all the Owners of the Company to issue requests to ChampAmigo relating to the Company.
1.8 Owners Appointees means any person who is not a ChampAmigo Officer, and who may from time to time be nominated, appointed or act as Managing Agent, director, alternate director, secretary, assistant secretary, manager, partner, trustee, protector, bank signatory, other officer, grantee of a power of attorney, administrator, registered agent, provider of a registered office or address for legal service or registered shareholder of the Company (which expression shall include any of them).
1.9 Terms of Business mean these Terms of Business or such other new Terms of Business as may from time to time be published on the ChampAmigo website or about which the Owners' Appointees may from time to time be informed.
1.10 Illegal Activities means all illegal activities which, without prejudice to the generality of the foregoing, include activities relating to terrorism; drug trafficking; money laundering; receiving the proceeds of criminal activities or trading with such countries as might from time to time be subject to any embargo imposed by the Security Council of the United Nations, the European Union or the U.S.A.
1.11 Prohibited Persons means persons:
1.11.1 Prohibited under the laws of any country by reason of being a minor or having no legal capacity (for whatever reason) or otherwise unqualified to be a party to a contract.
1.11.2 Who have been proven to act in a fraudulent or dishonest manner in any civil proceedings.
1.12 Prohibited Activities means:
1.12.1 Activities currently not approved by ChampAmigo which are activities involving: arms, weapons or munitions; mercenary or contract soldiering; security and riot control equipment such as stun guns, electronic restraining devices, CS gas or other similar materials, pepper sprays or any other device that could lead to the abuse of human rights or be utilized for torture; technical surveillance or bugging equipment; dangerous or hazardous biological, chemical or nuclear materials including equipment or machinery to manufacture or handle such materials and the transportation, handling, disposal or dumping of such materials; human or animal organs; the abuse of animals, genetic material; the abuse of refugees or human rights, and child pornography.
1.12.2 Unless otherwise agreed in writing, any activity relating to the provision of financial services which requires a license in any jurisdiction.
1.12.4 Any activity whatsoever that may damage the good reputation of ChampAmigo or the country of establishment / incorporation of the Company.
2. Unacceptable Business.
If any Owners or Owners' Appointees are or become Prohibited Persons or engage in any Illegal Activities or the Company engages in any Illegal Activities or Prohibited Activities ChampAmigo may, at its discretion, immediately terminate the Services or take all or any actions as are authorized in Clause 8.4 of these Terms of Business.
3. Warranties.
3.1 The Owners confirm, undertake, warrant and covenant with ChampAmigo and the ChampAmigo Officers that they are the ultimate beneficial owners of the Company and that they are not and will not act in a fiduciary capacity for any other person, firm or company in relation to the Company.
3.2 The Owners confirm and warrant that they shall procure that the Owners' Appointees:
3.2.1 Will comply with these Terms of Business.
3.2.2 Will consent to act if appointed as Owners' Appointees and that such Owners' Appointees understand their legal duties and obligations.
3.2.3 Have taken appropriate tax and legal advice with regard to the establishment and operation of the Company.
3.2.4 Agree that ChampAmigo and the ChampAmigo Officers can (but shall not in any event be obliged to) rely on communications received from the Owners or the Managing Agent in determining what steps it is required to take in administering the Company and providing the Services.
4. Indemnity.
The Owners (for themselves and on behalf of the Owners' Appointees) covenant with ChampAmigo and with the ChampAmigo Officers and with the Company, and where appropriate shall procure that the Company covenants with ChampAmigo and Champ ChampAmigo Officers that they will at all times INDEMNIFY and KEEP INDEMNIFIED ChampAmigo and ChampAmigo Officers:
4.1. Against all actions, suits, proceedings, claims, demands, costs, expenses and liabilities which may arise or occur or be taken, commenced, made or sought from or against ChampAmigo or the ChampAmigo Officers in connection with or arising from the use or actions of the Company or the provision of the Services;
4.2 In respect of anything done or omitted to be done by ChampAmigo or the ChampAmigo Officers, provided that this provision shall have no application to any liability for death or personal injury arising from the negligence of ChampAmigo or the ChampAmigo Officers or to any liability arising as a result of fraud on the part of ChampAmigo or the ChampAmigo Officers;
4.3 In respect of any failure of ChampAmigo and the ChampAmigo Officers to comply wholly or partially with any instruction or request made by the Owners, Owners' Appointees or the Company and that ChampAmigo and the ChampAmigo Officers shall not be responsible for non-receipt thereof or any errors or ambiguity therein;
4.4 In respect of any loss or damage arising from the use of facsimile or email, including the use of unencrypted email, failed or incomplete transmission, distortion and loss of privacy arising from viruses or otherwise;
4.5 In respect of any penalties, fines, fees or other liabilities incurred by the Owners and / or the Owners Appointees and/or the Company in relation to the Company and/or the Services.
5. No Liability for Loss.
ChampAmigo and the ChampAmigo Officers expressly disclaim any liability to the Owners, the Owners' Appointees, the Company and any third parties for any damage or loss to the Owners, the Owners' Appointees, the Company or any other person arising out of the acquisition or operation of the Company and/or the Services by the Owners, Owners' Appointees, the Company or any other person.
6. Owners Obligation.
6.1 The Owners must give ChampAmigo 90 days advance written notice of their intention to discontinue the Services.
6.2 The Owners must obtain from ChampAmigo its written consent before seeking to change the beneficial ownership of the Company or seeking to appoint new Owners' Appointees, and such applications must be accompanied by details of such proposed changes or appointments which shall without prejudice to the generality of the foregoing include an appropriately certified copy of the passport and proof of residential address of such persons, and ChampAmigo reserves rights to request further information concerning such proposed changes and to decline to accept such applications.
6.3 The Owners shall procure that the Owners' Appointees shall:
6.3.1 Undertake forthwith to inform ChampAmigo of any matters which might affect the Company and/or ChampAmigo's willingness or ability to provide, or continue to provide, the Services.
6.3.2 Inform ChampAmigo of the nature of the activities of the Company and seek ChampAmigo's consent in writing before making any material changes in those activities.
6.3.3 Seek ChampAmigo's consent in writing prior to placing any advertisement or public announcement relating to a Company or any activities that may be undertaken by it.
6.3.4 At all times guarantee the due payment and reimbursement to ChampAmigo of all fees, disbursements and expenses incurred by ChampAmigo in connection with the Company and in providing the Services.
7. Additional Owners Obligations.
7.1 If ChampAmigo provides ChampAmigo Officers, the Owners must, at all times, keep the Company in funds sufficient to discharge its liabilities as and when they become due and at the request of ChampAmigo or the ChampAmigo Officers shall pay to the Company such sums as may be required to enable the Company to discharge in full such liabilities.
7.2 If ChampAmigo provides ChampAmigo Officers, the Owners shall procure that the Owners Appointees shall:
7.2.1 Forthwith to inform ChampAmigo of any matters that might affect the Company or any matter that is material to the management or affairs of the Company.
7.2.2 At the request of ChampAmigo or the ChampAmigo Officers, immediately provide all information so requested by ChampAmigo to assist ChampAmigo to prepare financial statements for the Company.
7.2.3 At the request of ChampAmigo, or the ChampAmigo Officers, disclose to ChampAmigo or the ChampAmigo Officers of any and all information concerning any corporate asset, transaction or business of the Company.
7.2.4 Apply to ChampAmigo in writing for consent before seeking to alienate, assign, sell, pledge or otherwise dispose of or encumber the Owners or the Owners' Appointees interests in the Company or any part thereof. ChampAmigo reserves rights to request further information concerning such proposed changes and to decline to accept such applications.
7.2.5 Where the Owners' Appointees are grantees of a power of attorney from the Company, act with the utmost good faith to the Company, maintain accurate records, disclose in writing any relevant facts relating to potential conflicts of interest with the Company to the Company and the ChampAmigo Officers and inform the Company and the ChampAmigo Officers in writing each time a power is exercised and the details of such acts and must acknowledge that if the Company is fraudulently induced to execute a power of attorney or any grantees act illegally or in bad faith any transactions benefiting those grantees can be set aside and those grantees will be held liable on a full indemnity basis to the grantor.
8. Instructions and Requests.
8.1 The Owners, the Owners' Appointees, and the Company agree to provide all requests to ChampAmigo and the ChampAmigo Officers in writing by letter or facsimile, and ChampAmigo shall only consider such requests if they are signed by all the Owners or the Managing Agent.
8.2 The Owners acknowledge that ChampAmigo is bound by regulatory and other obligations under laws and regulations of the jurisdiction in which the Services are provided and the jurisdiction of incorporation / establishment of the Company and agree that any action undertaken by ChampAmigo or the ChampAmigo Officers to comply with those laws or regulations shall not constitute a breach of ChampAmigo obligations hereunder.
8.3 ChampAmigo and the ChampAmigo Officers shall not in any event be required to take any action which they consider unlawful or improper or which may cause ChampAmigo or any of the ChampAmigo Officers to incur any personal liability and the Owners, Owners' Appointees and the Company agree that ChampAmigo shall not be liable to them for refusing to take any such action.
8.4 Where permitted under these Terms of Business or if instructions are requested by ChampAmigo or the ChampAmigo Officers and no instructions have been received by ChampAmigo within 28 days, or where the urgency of the matter requires action within such lesser period as may be stated in the request, ChampAmigo or the ChampAmigo Officers may immediately and with no liability to the Owner, the Owners' Appointees, or the Company take no further action on a particular matter; or take no further action at all in relation to the Company and/or the Owners and/or the Owners' Appointees; or take such other action as they shall in their absolute discretion consider appropriate or as it may be advised by its legal advisers and the Owners irrevocably agree and consent that, if the Company is a company and the ChampAmigo Officers are directors or managers of that company, or the Company is a Partnership and the ChampAmigo Officers are members or managers of that partnership, or the Company is a trust and the ChampAmigo Officers are trustees or protectors of that trust, ChampAmigo or the ChampAmigo Officers may, without further notice to the Owners take such steps as they shall in their absolute discretion consider appropriate which shall without prejudice to the generality of the foregoing include having the Company struck off, dissolved or liquidated; or effecting a resignation of all or any of the ChampAmigo Officers; or transferring all or any of the shares, capital or interest of the Company into the name of the Owners; or appointing the Owners as a director, officer, trustee or protector of the Company; or take such other action as they shall in their absolute discretion consider appropriate or as it may be advised by its legal advisers.
9. Payment of Fees.
9.1 The Ownership of a Company shall not pass to the Owners until payment in full has been received by ChampAmigo, no refunds are given after an order has been processed and no refunds will be made where ChampAmigo ceases to provide Services.
9.2 ChampAmigo will not provide Services unless ChampAmigo has received in full and in advance all fees and disbursements due to it in relation to the Company or the provision of the Services.
9.3 The Owners hereby irrevocably authorize ChampAmigo to withdraw moneys from any funds held by it on behalf of, or on any account managed by it, on behalf of the Owners and/or the Company in order to discharge all and any fees and expenses payable to or by ChampAmigo or the Company.
9.4 Should ChampAmigo cease to provide Services, or should the Owners advise ChampAmigo that they no longer require a Company, the Company or the Owners must reimburse ChampAmigo for any fees or costs which may be incurred and pay ChampAmigo's fees in relation to the strike off, dissolution, liquidation or transfer of the Company or otherwise to replace ChampAmigo or the ChampAmigo Officers.
9.5 Fees are as stated in ChampAmigo's Fee Schedule, as published from time to time, or as may be agreed with the Owner. Any changes will be published on ChampAmigo's website, or as from time to time may be notified to the Owner.
9.6 Where any fees for Services remain unpaid for more than 28 days, ChampAmigo and the ChampAmigo Officers may thereupon, at their discretion, immediately terminate the Services, and/or obtain payment direct from any assets of the Company and/or the Owners, and in such circumstances, ChampAmigo reserves the right to treat these Terms of Business as terminated without further obligation and to act in accordance with Clause 8.4 of these Terms of Business.
9.7 Unless otherwise agreed in writing with the Owners, ChampAmigo will not pay any interest on any money held by ChampAmigo for the benefit of the Company and/or the Owners and/or the Owners Appointees.
9.8 ChampAmigo and its associated companies and their officers, agents and employees shall be entitled to retain any commission or fee which is paid or may become payable to it, notwithstanding that such commission or fee is payable as a direct or indirect result of ChampAmigo or the ChampAmigo Officers acting for the Owners and/or the Owners' Appointees.
9.9 In the event that the Owner requests ChampAmigo to transfer the management of the Company to another agent or Corporate Service Provider, ChampAmigo will not transfer the Company until all outstanding fees (including government fees, duties, taxes, and other third party disbursements together with ChampAmigo's professional and transfer fees) have been paid in full.
10. Confidentially and Privacy.
10.1 ChampAmigo and the ChampAmigo Officers agree that where the Owners, the Owners' Appointees, or the Company deliver to them confidential information, they shall use all reasonable endeavors to keep it confidential.
10.2 ChampAmigo and the ChampAmigo Officers collect personal information and personal data when the Owners, Owners' Appointees, and the Company communicate with them and use this personal data and information to facilitate supplying the Services, and from time to time to provide information, reference notes, guidelines, advice and for marketing such products and other services, and providing such other information as ChampAmigo may from time to time make available to them. ChampAmigo protects personal information and personal data from unauthorized access, use or disclosure. Except where permitted in these Terms of Business, the personal information and personal data collected is used only for these purposes and it is never sold, lent, leased or otherwise distributed outside ChampAmigo. The Owners and the Owners Appointees ACCEPT that this may mean that personal information and personal data may be transferred to countries that do not provide adequate protection of data in accordance with Article 26 (1) of the EU Directive 95/46/EC on the protection of individuals with regard to the processing of personal data and on the free movement of such data.
10.3 ChampAmigo and the ChampAmigo Officers reserve the right to treat the obligations of confidentiality and privacy in Clause 10.1 and 10.2 as not applicable and may divulge confidential information, personal information and personal data when they are obliged by law, or when required by third parties in order for ChampAmigo or the ChampAmigo Officers to provide the Services, or when ChampAmigo has been unable to obtain the Owners' or Managing Agents' instructions and it appears to ChampAmigo to be in the best interests of the Owners and/or the Owners' Appointees, and/or the Company to provide such confidential information, personal information or personal data.
10.4 Without prejudice to the said duty of confidentiality, ChampAmigo and the ChampAmigo Officers reserve the right to act for other clients (including competitors of the Company, the Owners, or the Owners' Appointees).
10.5 Any report, letter, information or advice ChampAmigo or the ChampAmigo Officers give to the Owners, Owners' Appointees, or the Company, is given in confidence solely for the purposes of providing the Services, and is provided on condition that they undertake not to disclose the same, or any other confidential information made available by ChampAmigo or the ChampAmigo Officers without ChampAmigo's prior written consent.
10.6 Notwithstanding any provision hereof, ChampAmigo and the ChampAmigo Officers shall be entitled and are irrevocably authorized to open, read and copy all and any correspondence, letter, fax or other communication received by the Company and/or on behalf of the Company, the Owners or the Owners' Appointees.
11. Actions to protect the Company.
When ChampAmigo provides ChampAmigo Officers, ChampAmigo and the ChampAmigo Officers shall be entitled to take any steps which they may, in their absolute discretion, think fit to protect the interests and/or assets of the Company and to take such professional advice in the interests of and at the expense of the Company as ChampAmigo or the ChampAmigo Officers may consider necessary.
12. Cessation of Services.
12.1 ChampAmigo and the ChampAmigo Officers shall be entitled without notice to cease to provide the Services, if:
12.1.1 The Owners or the Owners' Appointees fail to observe these Terms of Business;
12.1.2 It comes to the attention of ChampAmigo or the ChampAmigo Officers that the Company is being used for activities which were not included in the application form provided by the Owners to ChampAmigo, or as subsequently advised and accepted in writing by ChampAmigo;
12.1.3 In the event of the death of any the Owners or the Owners Appointees, the Owners do not provide ChampAmigo, within a reasonable time, with the name of an appropriate substitute;
12.1.4 In the event of the death of an Owner, including in the case of joint persons acting as the Owners, the death of any one such person, the Owners fail to make provision for the disposition of the affairs and the Ownership of the Company;
12.1.5 When ChampAmigo provides ChampAmigo Officers, any of the ChampAmigo Officers resign, or in the event that any legal proceedings are commenced against the Company (including any injunction or investigation proceedings).
12.2 In any of the circumstances described in Clauses 12.1 above, ChampAmigo reserves the right to take action as authorized in Clause 8.4 of these Terms of Business and reserves the right to treat these Terms of Business as automatically terminated without obligation on the part of ChampAmigo.
12.3 ChampAmigo may cease to provide Services at its discretion if it provides 30 days notice to the Owners or the Managing Agent of its intention so to do.
12.4 The Company, the Owners and the Owners Appointees acknowledge that ChampAmigo and the ChampAmigo Officers may have continuing regulatory/fiduciary duties under applicable law. Accordingly, without prejudice to ChampAmigo and the ChampAmigo Officers' rights, it is agreed that ChampAmigo and the ChampAmigo Officers shall be entitled (but not obliged) to continue to provide Services so as to discharge such duties and ChampAmigo shall be entitled to charge at its applicable rate for the provision thereof.
13. Interpretation.
In offering and providing the Company and/or the Services, ChampAmigo and the ChampAmigo Officers do not, nor is it to be interpreted as though they do in any way, sanction, advocate or condone directly or indirectly the commission of any unlawful act or omission by any person or company in any jurisdiction or the use of the Company or Services for any illegal or fraudulent purpose.
14. Miscellaneous.
14.1 These Terms of Business supersede all prior Terms of Business and agreements whether oral or written with respect to such subject matter.
14.2 No exercise or failure to exercise or delay in exercising any right power or remedy vested in any party under or pursuant to these Terms of Business shall constitute a waiver by that party of that or any other right, power or remedy.
15. Law.
These Terms of Business shall be governed by and construed in accordance with the laws of Belize, and the Owners and the Owners' Appointees, where appropriate, shall procure that the Company irrevocably submit to the exclusive jurisdiction of the Courts in Belize C.A.
