BB-29Q Doa-Eclips (Uk) 25.04.2025
BB-29Q Doa-Eclips (Uk) 25.04.2025
Between
And
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
(The Receiver)
THIS AGREEMENT ON DELIVERY OF CASH FUNDS FOR INVESTMENTS | VIA S2S MD TRANSFER NO.
ECLIPS CORPORATION-S2S-MD-701Q-0303024 (HEREINAFTER REFERRED TO AS AGREEMENT) IS
MADE AND EFFECTIVE ON THIS APRIL 25, 2025
BETWEEN:
And
Company Name
Company Address
Company Reg. Nº
Represented By
Position
Passport Nº: / Country
Date of issue
Date of expiry
Bank Name
Bank Branch
Bank Address
SWIFT Code
Account Number
Account Name
Account Signatory
Bank Officer Name
Telephone Number
Facsimile Number
Email
Hereinafter referred to as “The Party B” also as “The Receiver”, on the other side,
With full legal and corporate authority to sign this Agreement, (hereinafter referred to as First Party
and/or Sender), with full legal and corporate authority to sign this Agreement, (hereinafter referred to
as Second Party and/or Receiver).
WHEREAS, ECLIPS CORPORATION (UK) LTD. are individually known as first party and/or Sender and
Second Party and/or Receiver and jointly known as Parties; and
WHEREAS, Sender is holding an account at HSBC BANK (UK) with cash funds to be transferred to
Second Party’s designated account via DTC Server to Server Transfer for further investments; and
WHEREAS, Receiver is ready, willing and able to receive said cash funds into its designated account
via DTC Server to Server Transfer and to execute the distribution and transfer of said received funds to
designated parties and bank accounts via SWIFT MT103, in accordance to the terms and conditions
stated in this Agreement; and
WHEREAS, Receiver has further made arrangement with a third party (hereinafter referred to as
Facilitator), to facilitate the execution of the said delivery of cash funds for investments and Receiver
and Facilitator shall authorize and instruct their designated Trustee to receive said funds and proceed
on the agreed distribution and transfer of cash funds, in accordance to the terms and conditions in
this Agreement;
NOW, THEREFORE, it is agreed as follows:
Sender represents and warrants that it has full corporate responsibility permission to enter into this
Agreement. It hereby declares under penalty of perjury that the funds are good, clean, clear, and free
of non-criminal origin, and are free and clear of all liens, encumbrances and third-party interest.
By signing this Agreement, Sender represents and warrants that it is giving to Receiver and its
designated parties, full legal authority to download said cash funds via ID/IP Code Server and
distribute and transfer cash funds via SWIFT Message MT103, as per agreed terms and conditions in
this Agreement.
DETAILS OF TRANSACTION
1 Instrument SERVER TO SERVER MANUAL DOWNLOAD IN ONE SINGLE SHOT
7 Receiver XXXXXXXXXXXXXXXXX
Note It's understood that the amount and timing of tranches are defined By
Receiver’s bank officers, and set by the Euro-Zone Banking rules and regulations.
A Tranche Schedule should be issued by Receiver bank, and it should be attached in this DOA on the specified
page, or it can be on the Bank Letterhead.
PROCEDURES
Note: There will be a zoom/google meeting between the sender and the receiver after the DOA and
PGL is signed and returned with the corporate RWA.
1. The Sender and the Receiver execute, sign and seal this agreement including the PGL with
distribution of received cash funds between the participants for project investments which
thereby automatically becomes a full commercial recourse contract.
2. Within 24 hours the Sender will provide to the Receiver a current dated Screenshot of the
uploaded fund in Sender name in Sender Bank Server (Receiver’s Common Account) for
Receiver Bank Officer to verify if indeed the uploaded said fund is available in Sender Bank
Server.
3. Within 24 hours of successful verification of said fund in Sender Bank Server by Receiver
Bank Officer, the Receiver Bank Officer will use the ACCESS and RELEASE CODES provided in
the fund uploaded Screenshot to DOWNLOAD the full amount of the said fund to Receiver
Bank Server / Common account.
Upon successful download Receiver must provide a download confirmation to Sender via a
Server Download Slip or Screenshot.
4. Within 24 hours, Sender will provide the full fund uploaded Screenshot with the Final code.
for Receiver Bank Officer to Release and Clear the full amount of the said fund into Receiver
Bank account for payout / disbursement.
5. The Receiver’s Bank Officer has the responsibility to block the funds and to share them in
accordance to this Payment Guarantee Letter (PGL).
6. There is no telegraphic transfer or swift involved. This service is for bank customers who
require confidentiality. No telephone or zoom calls, no fax or email or any communication
between both Banks.
7. Upon receipt of the Server Download Slip or Screenshot of the Downloaded fund and the full
clearance of funds, within Three (3) Banking days Receiver will transfer AS PER ACCEPTED
SEPARATE RECEIVER ENDORSED PGL of the amount received to the accounts designated by
the Sender and other payments for facilitators specified in this agreement.
8. Upon full clearance of said transferred funds, Receiver's authorized and instructed trustee
distributes and transfers cash funds for investments via Swift message MT103/202 with
“urgent, the same day wire” mode to designated bank accounts, as per agreed terms and
condition in this agreement and IMFPA below.
9. Receiver confirms under penalty of perjury, with full corporate and individual responsibility,
hereby irrevocably, that the cash funds payment from Receiver to Sender’s beneficiary are
clean, clear funds, free of any levy, liens or encumbrances and of non-criminal origin.
10. The following procedure must be strictly adhered to, as well as agreed, by the Sender and/or
the Receiver to work out the transaction. This is the procedure that must be followed: this is a
Server to Server transaction only. There will be no contact with or between the banks or the
bank officers of both parties. No faxes, no letters, no e-mails, no telephone calls and no swifts
in this transaction.
ALL COMMUNICATIONS WILL TAKE PLACE ON THE SERVER SCREENS ONLY. NO EXCEPTIONS. E-MAIL
ATTACHMENTS OF THIS DOCUMENT, WHEN DULY EXECUTED ARE TO BE CONSIDERED ORIGINALS
AND BINDING DOCUMENTS.
COMMUNICATION PROCEDURE:
1) After the receiver gives the window time, then Twelve (12) hours prior to window time the
Sender would provide required codes to Verify & Download Fund into Receiver common
account.
2) The sender’s bank shall proceed to send funds to the receiver’s bank. After download, receiver
must provide immediately and without delay the copy of the screen shot or slipping check of
the executed transfer via line of contact.
3) Within 48 hours after download, receiver must provide the copy of the bank statement of
the executed transfer via line of contact.
4) Receiver has to send for each swift MT103/202, the copy of all swift bank report via line of
contact.
NON-SOLICITATION
Receiver hereby confirms and declares that Sender, its associates or representatives or any person
or persons on its behalf has/have never been solicited by any party, its shareholders or associates or
representatives in any way whatsoever that can be construed as a solicitation for this transaction or
for future transactions.
Any delay in or failure of performance by either party of their respective obligations under this
agreement shall constitute a breach hereunder and will give rise to claims for damages if, and to the
extent that such delays or failures in performance are not caused by events or circumstance beyond
the control of such party.
The term “Beyond the Control of Such Party” includes Act of War, Rebellion, Fire, Flood, Earthquake or
other natural disasters. Any other cause not within the control of such party or which is by exercise
of reasonable diligence, the party will be unable to foresee or prevent or remedy.
Enforceability This Agreement constitutes the legal, valid and binding obligation of such party
enforceable in accordance with its terms.
Consents and Authority No consents or approvals are required from any governmental authority or
other Person for it to enter into this Agreement. All action on the part of such party necessary for
the authorization, execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby by such party, have been duly taken.
No Conflict The execution and delivery of this Agreement by it and the consummation of the
transactions contemplated hereby by it do not conflict with or contravene the provisions of its
organizational documents or any agreement or instrument by which it or its properties or assets are
bound or any law, rule, regulation, order or decree to which it or its properties or assets are subject.
Receiver It has been afforded the opportunity to seek and rely upon the advice of its own attorney,
accountant or other professional advisor in connection with the execution of this Agreement. The
Parties shall do so in respect of each other and under this Agreement written conditions.
MISCELLANEOUS NOTICE(S)
Any modifications, amendments, addendums or follow-on contracts will be executed by the two
authorized signatories respectively. When signed and referenced to this Agreement, whether
received by mail or facsimile transmission as all and any facsimile or photocopies certified as true
copies of the originals by the Parties hereto shall be considered as an original, both legally binding
and enforceable for the term of this Agreement.
This Agreement, including the Exhibits and other documents referred to herein (which form a part
hereof), constitutes the entire agreement of the Parties with respect to the subject matter hereof,
and supersedes all prior agreements and understandings between them as to such subject matter
and all such prior agreements and understandings are merged herein and shall not survive the
execution and delivery hereof. In the event of any conflict between the provisions of this Agreement
and those of any joint ventures’ agreement, the provisions of the applicable joint venture agreement
shall control.
Amendments
This Agreement may not be amended, altered or modified except (i) upon the unanimous by
instrument in writing and signed by each of Sender and Receiver.
Severability
If any provision of this Agreement shall be held or deemed by a final order of a competent authority
to be invalid, inoperative or unenforceable, such circumstance shall not have the effect of rendering
any other provision or provisions herein contained invalid, inoperative or unenforceable, but this
Agreement shall be construed as if such invalid, inoperative or unenforceable provision had never
been contained herein so as to give full force and effect to the remaining such terms and provisions.
Counterparts
This Agreement may be executed in one or more counterparts, all of which shall be considered one
and the same agreement, and shall become effective when one or more such counterparts have
been signed by each of the Parties and delivered to each of the Parties.
Arbitration
Every attempt shall be made to resolve disputes arising from unintended or inadvertent violation of
this contractual agreement as far as possible amicably. In the event that adjudication is required
local legal process shall be preceded with according to the principal of the ICC as above indicated.
Where judicial resolution is not thereby achieved, this matter shall be settled by the ICC itself and
the decision of which the Parties shall consider to be final and binding. No State court of any nation
shall have subject matter jurisdiction over matters arising under this Agreement.
Survival
The covenants contained in this Agreement which, by their terms, require performance after the
expiration or termination of this Agreement shall be enforceable notwithstanding the expiration or
other termination of this Agreement.
Headings
Headings are included solely for convenience of reference and if there is any conflict between
headings and the text of this Agreement, the text shall control.
Currency
Any exchange of funds between Sender and Receiver shall be made in the same currency in which
Sender transferred the investment fund. In addition, all calculations pursuant to this Agreement and
any joint-venture agreement shall be based on ICC regulations.
SIGNING PAGE
IN WITNESS OF THE FORE GOING, both parties have duly executed this Agreement through their
duly authorized signatories under seal as of the January 13, 2025 This Agreement shall be effective
commencing upon execution of same herein and shall be enforced immediately with effect from
the date.
WITHNESSED BY:
WITHNESSED BY:
Name : XXXXXXXXXXXXXXXXXXXXXXXX
Passport No. : XXXXXXXXXXXXXXXXXXXXXXXX
Issued Country : XXXXXXXXXXXXXXXXXXXXXXXX
Issued Date : XXXXXXXXXXXXXXXXXXXXXXXX
Expiry Date : XXXXXXXXXXXXXXXXXXXXXXXX
APPENDIXES;
1. APPENDIX 1 - PARTY “A” PASSPORT COPY
All Exhibits, Appendices and Amendments, which are listed above, as well as those to be made in
the process of performance of the present Agreement, are to be considered as integral parts of
the present Contract if participants duly sign them.
Receiver’s Initial: P a g e 14 | 26
Sender’s Initial:
AGREEMENT ON DELIVERY OF CASH FUNDS FOR INVESTMENTS VIA S2S MD TRANSFER
AGREEMENT No: ECLIPS CORPORATION-S2S-MD-29Q-03032024
TRANSACTION CODE: MP615ZYZBEU3UXPYFY54
Reference No: UID075995
The Parties agree that the commission fees stated are compensation for services rendered and are irrevocably
and unconditionally guaranteed to be paid by Party B to both Party’s Agents and intermediaries listed in this
IMFPA by electronic transfer MT103/202.
The commission fees will be free of legal impediment and free of any deductions, excluding bank transfer fees,
for this and all subsequent transactions between the Parties.
In consideration of the mutual benefits to be derived by the associated or affiliated individuals, agents,
companies, trustees or executors, it is understood and agreed that the Parties hereto are mutually desirous of
effecting this business transaction in co-operation with one another for their mutual benefit and all signatory
Parties agree to abide by the following terms and conditions:
1. Each Party agrees that they will not make any contact with, deal with or be involved with individuals,
trader and investor introduced by another signatory without specific permission of the introduced
signatory for the investor.
2. The signatory agrees to keep as confidential, the identity of and all contacts so provided by any other
signatories.
3. The Parties hereto agree that all commissions or fees as agreed by the Parties shall be paid in full at
the end of every transaction.
4. This Agreement shall be legally binding on the Parties hereto, their principals, employees,
representatives, agents and assign in all countries of the world.
The Parties hereto affirm that in every case they will act with the highest standards of ethics and honesty in
all their dealings. This Agreement shall be respected and honored at all times, unless otherwise mutually
agreed upon and any Party will permit no attempt or hint of circumvention.
Each of the above Parties agrees and understands that any overt or covert action of circumvention prescribed
by this Agreement shall be a fraudulent act against the other Party and will be subject to judicial action,
recompense for damages, possible punitive damages and injunctive relief imposed by the legal process.
TOTAL, INVESTMENT FUNDS, Irrevocable Pay order for Consultants Fees from each and every tranche of this
transaction, including any rolls or extensions, to be shared between consultants equally as follows:
PAYER DETAILS
Company Name ECLIPS CORPORATION (UK) LTD.
Bank Officer Tel / Fax +44 (0) 20 7991 8888 / +44 (0) 20 7992 4880
FUNDS DETAILS
EDT documents shall be subject to European Community Directive No. 95/46/EEC, as applicable.
Either Party may request hard copy of any document that has been previously transmitted by
electronic means provided however, that any such request shall in no manner delay the parties from
performing their respective obligations and duties under EDT instruments.
ELECTRONIC TRANSMISSIONS: Each party is to sign and initial this Agreement and send copies to
the other party via Electronic Mail and shall be considered the same as an original. When each party
has completed copies of this Electronic Mail from the other party, the Agreement is considered to
be finalized by all parties. The parties consent and agree to be bound contractually by electronic
communications relative to the matters addressed in this Agreement. By executing this Agreement
both parties acknowledge that they have the hardware and software required to receive and
transmit communications (emails and email attachments) electronically to each other, in generally-
acceptable business formats (such as, but not limited to, Microsoft Excel PowerPoint). Both parties
specifically agree to do business with each other electronically.
The Parties hereto covenant and agree that each of them will execute such other and further
instruments and/or documents as may become reasonably necessary so as to effectuate the
purpose of this Agreement. In witness whereof, the Parties have executed this Agreement the date
first above