S ERVICES A GREEMENT
T HIS
S ERVICES A GREEMENT (this “ Agreement ”) is made
and entered into on this day of June, 2008, between
FastC ASH
S T L UCIA L IMITED , a
corporation organized and existing under the laws of St Lucia,
having its registered office at Lower Morne Road, Castries, St
Lucia, (the “ Company ”) of the FIRST PART,
TAX & CORPORATE LAW OFFICES a corporation
organized and existing under the laws of St Lucia, having its
registered office at Lower Morne Road, Castries, St Lucia
(“TCL”), of the SECOND PART, AND RUDOLPH
FRANCIS and CHERYL FRANCIS of Castries, St. Lucia
(jointly and severally, the “Executives”) of the
THIRD PART.
R ECITALS
WHEREAS,
the Company is engaged in the payday loan business of advancing
short term loans to borrowers secured by the pledge of the
respective borrowers’ expected salary payment (the “
Business ”); and
WHEREAS,
TCL, through the services of its authorized agents Rudolph Francis
and Cheryl Francis (the “Executives” ), has
expertise in managing and operating businesses similar to the
Business; and
WHEREAS,
the Company desires to engage TCL to manage and operate the
Business specifically through services to be provided by the
Executive of the Company through TCL and to perform other duties
which may be assigned from time to time by the Board of Directors
of the Company or its designee (the “ Board ”)
in its/his discretion; and
WHEREAS,
the parties desire to enter into this Agreement to be effective
from and after the date hereof.
NOW,
THEREFORE, in consideration of the foregoing, the mutual promises
herein contained, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:
1.
Engagement .
(a)
Agreement to Engage . Upon the terms and subject to the
conditions of this Agreement, the Company hereby engages TCL and
TCL hereby accepts such engagement by the Company.
(b)
Term of Engagement . Subject to Section 8, the engagement
under this Agreement shall be for a three year period commencing
the 1 st of May, 2008 and ending the 30 th
day of April, 2011, with an option to renew the engagement in
accordance with clause 10 hereof. The period during which this
Agreement is effective, including any renewal thereof, shall be
referred to as the “ Engagement Period
.”
2.
Position and Duties .
(a) During
the Engagement Period, TCL shall be responsible for personnel
management, facilities and equipment management, and financial
performance Without limiting the generality of the foregoing, TCL
shall be responsible for determining the credit worthiness of
customers of the Company’s services in accordance with the
guidelines of the Company Manual.
(b) TCL
agrees that the Executives shall provide the services hereunder to
the Company on behalf of TCL and the Executives hereby agree to act
in such capacity in accordance with the terms hereof. TCL shall
cause the Executives to, and the Executives, shall diligently and
conscientiously perform their obligations under this Agreement and
shall devote their best efforts in discharging their duties
hereunder and to affiliates of the Company, as shall be determined
by the Company (the “ Affiliates ”), pursuant to
the terms of services agreements similar to this Agreement entered
into with any Affiliate.
3.
Remuneration
(a) The
Company shall pay TCL in accordance with the Agency Fee Structure
set out in the Schedule hereto.
(b)
Deductions . For purposes hereof, “ Bad Debt
” means any outstanding amount due to the Company from a
customer (i) whose installment payments are in arrears of 120 days
or more, (ii) who has filed for bankruptcy or other creditor
protection or has had a bankruptcy or any similar case commenced
against it, or (iii) against whom the Company has commenced legal
proceedings. If, at the end of any fiscal year of the Company the
Bad Debts exceed 7% of the gross revenue of the Company then an
amount equal to 50% of the amount in excess of 7% classified as Bad
Debt shall be deducted from the gross revenue and withheld by the
Company from the Agency Fee payment next due and any succeeding
payment(s) until offset in full. Upon recovery of Bad Debts, any
amounts withheld under this clause shall be refunded to the Company
and shall be added to the next due Agency Fee payment. The parties
will review this Bad Debt deduction annually.
4.
Delinquency The “Delinquency rate” shall
be the rate of payments in arrears by more than one day at any
given time out of the total loan repayments receivable. In the
event that TCL’s delinquency rate should exceed 8% at any
given time the Company shall notify TCL in writing of such excess
and TCL shall within 60 days of such written notification reduce
the delinquency rate to 8% or less.
5.
Business Expenses .
(a) The
Company shall reimburse TCL for all Marketing costs and expenses
pre-approved by the Company. All other operating costs and
expenses, including salaries, utilities, rent, incurred by TCL
during and in the course of fulfillment of their obligations under
this Agreement shall be for TCL’s account.
(b) The
Executives shall be signatory and have access to the
Company’s chequing account No. 100-765-7 at the Royal Bank of
Canada, Castries, St Lucia. At no time shall any withdrawals be
made from this account by the Executives except for the
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purposes of paying expenses
pre-approved by the Company or for refunding monies paid by or on
behalf of customers or former customers which monies and/or
payments were not due to the Company.
6.
Loan Approval TCL shall approve and disburse loans in
accordance with the guidelines set out in the Company Manual. No
loans shall be approved and/or disbursed by TCL unless the
necessary pre-conditions set out in the said Manual are met except
with the prior approval of the CEO of the Company.
7.
Appointment of Administrator.
(a) Any
breach by TCL of any of the covenants of this Agreement shall
entitle the Company to appoint whomsoever it shall deem fit to
physically enter into TCL’s place of business upon five (5)
working days written notice from the Company and to administer,
manage, supervise, and/or oversee the administration of this
Agreement. And TCL agrees to allow any person so appointed to enter
into its place of business for such purposes and shall give such
person full access to all records, accounts, books, receipts,
invoices and any other documents relevant to and/or in connection
with the business of the Company and the administration of this
Agreement PROVIDED however that the Company’s exercise of its
rights under this clause shall not be construed as a waiver of any
of its rights and/or obligations under this Agreement and nothing
therein shall prevent either party from exercising any right
arising as a result of any breach by the other party of any
covenant of this Agreement including but not limited to their right
to terminate under clause 8 hereof.
8.
Termination of Engagement
(a) TCL’s
engagement and any obligations of the Company to the Executives
will be terminated upon the last day of the Engagement Period
should the parties not exercise the option to renew provided for in
clause 11 hereof.
(b) The
Company may forthwith terminate TCL’s engagement for its
failure and/or neglect to fulfill its obligations under this
Agreement to the Company, or for any conduct by TCL or the
Executives that is in breach of the covenants of this Agreement or
which is injurious to the Company monetarily or otherwise
(including conduct that constitutes competitive activity pursuant
to Section 11 hereof).
(c) TCL
may, without incurring liability or forfeiting any compensation or
benefit provided hereunder, terminate this Agreement for failure by
the Company to comply with any material provision of this Agreement
which has not been cured within 30 days after written notice of
such noncompliance has been given by the Executive to the
Company.
(d) TCL
or the Company may terminate TCL’s engagement and any
obligations of the Company to the Executives by giving to the other
party six months’ advance written notice of such
termination.
(e) Termination
under clause 8(b) or (c) of this Agreement by the Company or TCL,
respectively, shall be effected by that party giving to the other
party 30
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days prior written notice of the
termination. Each such notice shall indicate the specific
termination provision of this Agreement relied up
