Terms of Service

TERMS AND CONDITIONS OF THE CONTRACT

These terms and conditions of the service contract (the General Terms) regulate the rights, obligations, and responsibilities between the Contractor and the Client in connection with the provision by Contractor of the Services to the Client.

1. DEFINITION

1.1. AML Rules means all applicable local and international laws, regulations, and binding guidelines relating to the prevention of money laundering, terrorist financing, tax evasion, the proliferation of weapons of mass destruction, and the implementation and enforcement of financial sanctions, with which the Contractor shall comply.

1.2. Contract means the legally binding agreement between the Contractor and the Client, which consists of these General Terms, the Engagement Letter, and all current or future annexes, or amendments thereto.

1.3. Contractor means the company identified in the Engagement Letter that has agreed to provide, or procure the provision of, the Services, or that has provided the Services to the Client. The company that has entered into the Contract with the Client or issued an invoice in respect of the Services shall be deemed the Contractor in relation to the relevant Client.

1.4. Contractor’s agent means any person, whose services the Contractor engages for the performance of this Contract.

1.5. Client means any natural person or legal entity that has entered or agreed to enter into a contractual relationship with the Contractor for the purpose of receiving the Services, including any representative, employee, or agent acting on behalf of such person or entity.

1.6. Due Diligence Information means any information or documentation reasonably required by the Contractor from time to time to comply with applicable AML Rules in any relevant jurisdiction.

1.7. Engagement Letter means document(s), in a form that can be reproduced in writing (including e-mail, etc) that sets out the specific terms under which the Contractor will provide Services at the request of the Client, and which forms an integral part of the Contract. If the terms and conditions in the Engagement Letter differ from the General Terms, the Engagement Letter shall apply.

1.8. Entity means, as applicable, any company, limited partnership, foundation, or other legal entity established by or through the Contractor at the request of the Client, and/or any entity under the Client’s beneficial control to which or in respect of which the Contractor provides Services at the request of the Client.

1.9. Services means any services provided or to be provided by the Contractor under this Contract.

2. SUBJECT OF THE CONTRACT

2.1. In accordance with the terms and conditions of the Contract, the Client assigns and shall pay for, and the Contractor shall provide the agreed Services in accordance with the Client’s reasonable instructions and with the use of all its resources and subject to the professional and ethical standards and requirements provided for by the applicable legislation, including, but not limited to:

2.1.1. Advising, in accordance with the Client’s instruction, on the laws of the jurisdiction in which the Contractor or the Entity is registered or where the Services are provided for the benefit of the Client, preparation of draft documents (minutes, resolutions, orders, contracts, corporate approvals, powers of attorney, questionnaires, etc.) in the English languages, or in the language of the country where the Entity is registered or where the Services are provided for the benefit of the Client;

2.1.2. analysis of documents prepared by or for the Client and/or furnished to the Client by its (other) contractors;

2.1.3. as required, attendance at and participation in negotiations and/or advice in connection therewith.

2.2. The Contractor may bind itself to perform any legal and actual acts for the benefit and at the expense of the Client, including those connected with legal support of the Client’s activities, not limited to those listed in clause 2.1 hereof.

2.3. For the avoidance of doubt, the Contractor does not provide Services to consumers. Due to the nature of the Services, all transactions with the Client are treated as professional business-to-business agreements. The Client, as a professional party, cannot claim consumer rights or protections under EU or other distance selling laws.

2.4. The Services are provided in various jurisdictions. Nevertheless, the Contractor has the right to exclude or cease the provision of the Services in relation to some countries or regions, incl., without limitation, cases where there is a higher risk of war, terrorism or money laundering, or in cases where international sanctions or other similar measures have been imposed.

3. CONCLUSION OF THE CONTRACT

3.1. The Contract shall be deemed concluded upon the occurrence of any one of the following events:

3.1.1. the acceptance of the Engagement Letter by the Client; or

3.1.2. the performance by the Client of any act in order to assist the Contractor in the fulfillment of an instruction (including but not limited to the issue of a power of attorney, presentation of documents for fulfillment of an instruction, etc.); or

3.1.3. the commencement, at the express request of the Client, of the provision of the Services, or of any actions that are a prerequisite to their provision (incl. under the applicable AML Rules), by the Contractor prior to the Client’s acceptance of the Engagement Letter; or

3.1.4. el pago por parte del Cliente de una factura (incluida una factura anticipada) emitida por el Contratista a solicitud del Cliente por los Servicios.3.2. These General Terms form an integral part of the Contract. By accepting the Engagement Letter, as well as upon the occurrence of any of the events set out in Clause 3.1 hereof, the Client shall be deemed to have accepted and agreed to these General Terms.

3.3. Fulfillment of the Client’s instruction by the Contractor in the absence of the Engagement Letter signed by both Parties shall be treated by the parties as the one fulfilled under the terms and conditions of the Contract.

3.4. As required, the Client shall confirm the Contractor’s authorities by issuing to the Contractor and persons designated by the Contractor a power of attorney for the transaction of affairs in the name and on behalf of the Client, with specification of the authorities required to transact such affairs.

3.5. The Contractor may unilaterally amend or supplement these General Terms at any time, by notifying the Client individually or publicly via its homepage at least 1 (one) month in advance. If the Client does not agree with the changes, the Client has the right to terminate the Contract by sending a notice to referred to in the Engagement Letter at least seven (7) days in advance. The Client’s continued use of the Services after the above-said one-month period will constitute binding acceptance of amended General Terms.

3.6. If the Contractor actually performs any acts for the benefit of the Client, such acts shall be paid by the Client in accordance with sections 8 and 9 hereof.

4. THE CLIENT’S WARRANTIES AND CONFIRMATIONS

4.1. The Client confirms that they are acting only on its own behalf and not as an agent or representative for any other person, unless they have expressly informed the Contractor otherwise.

4.2. The Client is aware and understands that holding positions such as director, management board member, officer, shareholder, or any similar role in connection with the formation and operation of the Entity may involve personal legal responsibilities in any relevant jurisdiction. The Client confirms that they have understood these responsibilities and the other consequences of forming the Entity, including any tax obligations and they have obtained any professional advice needed to make an informed decision to proceed with the Entity’s formation and that they have not relied on any information or advice provided by the Contractor, except where the provision of such information or advice formed an explicit part of the Service.

4.3. The Client is aware and understands that the Contractor must follow all legal and regulatory requirements that apply in the jurisdiction where the Services are provided, or where the Entity is incorporated or established or operates. The Client agrees that any action taken by the Contractor or Contractor’s agents to comply with such requirements will not be considered a breach of Contract.

4.4. The Client is aware and understands that the Contractor may not be registered as a legal entity in the Client’s or the Entity’s country and may not have a permanent place of business there.

5. OBLIGATIONS OF THE PARTIES

5.1. The Contractor shall:

5.1.1. take all efforts to perform the Services under the Contract complying with the applicable laws and lawful instruction given by the Client or persons authorized by the Client;

5.1.2. upon the Client’s request, keep the Client informed of the progress of fulfillment of an instruction (during working hours, at reasonable intervals, by results of occurrence of new circumstances), and on the Client’s instruction given at least in a form that can be reproduced in writing, negotiate its acts under this Contract with the Client;

5.1.3. use reasonable endeavors for the fulfillment of instructions and provision of the Services by the most cost-effective means;

5.1.4. perform, without a separate agreement, such acts and activities that are not expressly provided for in the Contract, but the performance of which is normally necessary for the performance and achievement of the purpose in accordance with the Contract and which essentially constitute a part of the Services.

5.2. The Contractor shall have the right to:

5.2.1. receive remuneration for the provision of the Services in accordance with the provisions of the Contract;

5.2.2. to request instructions from the Client if they are necessary for the provision of the Services. If, in the Contractor’s reasonable opinion, any instruction given by the Client, whether on the Client’s own initiative or at the request of the Contractor, could adversely affect the quality, timing, or proper performance of the Services, or otherwise cause damage or adverse consequences to the Client, the Entity or the Contractor, the Contractor shall promptly notify the Client thereof, explaining the potential risks or effects. If, after such notification, the Client confirms or maintains its instructions, the Contractor may proceed accordingly, and the Client shall assume full responsibility for any consequences arising from such instructions;

5.2.3. to engage, for the benefit of the Client and without requiring the Client’s separate approval, the Contractor’s agents, as well as third-party consultants or specialists, for the performance of the Services. The Contractor shall ensure that all persons so engaged are bound by confidentiality obligations with respect to any information received in connection with the performance of the Services.

5.3. The Client shall:

5.3.1. In due time provide to the Contractor upon request all the information, approvals and authorities (incl. Due Diligence Information) required for the effective performance of the Services, and shall in due time transfer to the Contractor or provide for the transfer of documents and materials relating to fulfillment of a Client’s instruction. The Client warrants that all information provided is correct and up to date. The Client shall promptly inform the Contractor of any changes or updates to the information or instructions previously provided, or of any changes to other relevant circumstances. The Contractor shall have no obligation to verify or confirm the accuracy or completeness of any information or instructions provided by or on behalf of the Client;

5.3.2. provide the ongoing and full support and assistance to the Contractor, both by itself, its representatives and the Entity, as reasonably needed for the Contractor for the performance of its duties under the Contract and the applicable law;

5.3.3. promptly inform the Contractor of any circumstances affecting the performance of the Contractor’s contractual obligations and in respect of which the Contractor has a reasonable interest, including any contacts with third parties, such as representatives of governmental and law enforcement authorities;

5.3.4. pay the fee to the Contractor, along with any applicable taxes and all disbursements incurred by the Contractor in connection with the Services, and any other amounts that the Contractor is entitled to charge under the Contract, as provided for by sections 8 and 9 hereof;

5.3.5. warrant that the information (incl. Due Diligence Information) provided to the Contractor in connection with the performance of the Contract is accurate, complete and sufficient. Risks connected with the provision of incomplete or inaccurate information which is relevant to the fulfillment of an instruction shall rest with the Client.

5.4. The Client shall have the right:

5.4.1. to get acquainted with the course of the Service provision at any time, unless this significantly interferes with the provision of the Services;

5.4.2. in case of deficiencies in the Service, to demand that the Service be brought into conformity with the Contract;

5.4.3. upon full payment of all fees and disbursements due under the Contract, use the Service-related materials. The materials may be used solely for the internal purposes of the Client or Entity and only to the extent necessary for the intended use of the Services. No other rights are granted, whether expressly or by implication. The Client’s right to use the Service-related materials is non-exclusive, non-transferable and non-sub-licensable.

6. COMMUNICATION

6.1. Subject to any instruction to the contrary, the Contractor may (but is not required to) act on and rely upon any e-mail, telephone call, message, or other communication that appears to come from the Client, the Client’s representatives, or managing agent, as if it were original instruction from the Client.

6.2. The Contractor may contact the Client using any communication method for which the Client has provided contact details (incl. e-mail, telephone, and messaging applications) in connection with the provision of Services. The Contractor may provide general information also through its webpage or these General Terms. Where the Contract provides for a written form of notice or consent, such notice or consent must be either in hard copy form with original signature or digitally signed.

6.3. The Client acknowledges and accepts that the Contractor may send all documents, notices, and information entirely by electronic means. The Client understands the risks of electronic communication, including possible loss, alteration, or unauthorized access to messages or data. The Contractor does not assume any responsibility for such risks and potential consequences.

6.4. The parties undertake to notify the other party immediately at least in a form that can be reproduced in writing of any changes to their contact details. The Client shall promptly inform the Contractor also of any changes to the company or personal details, including changes to company name, directors, ownership, or other relevant information regarding the Client or the Entity. Until the notification is received, the information provided to the other party shall be deemed valid.

6.5. The Contractor may perform the Services through telephone conversations, correspondence by electronic mail, in person (such as through meetings with the Client and third parties for the benefit of the Client), through representation before a notary or authorities and organizations. Meetings between the parties may take place at the Contractor’s premises or through other agreed electronic means, as required for the proper performance of the Contract.

7. FILE MANAGEMENT

7.1. The Contractor will normally keep the files and records related to the Services for a reasonable period, which will not be less than 1 year, unless the law requires a longer or shorter retention period. The Contractor will not charge the Client for storing the files and documents. However, the Contractor may charge reasonable fees for retrieving, copying, or transmitting any files or documents to the Client, or to any other person at the Client’s request, during the storage period, including any courier or administration costs.

7.2. Upon the Client’s request and costs, the Contractor will return to the Client all original documents provided by the Client or prepared for the Entity relating to the Services. The Client must accept the return of such documents when offered.

7.3. Unless the parties agree otherwise, the Contractor reserves the right to destroy all files and documents after the end of the storage period, without any further notice to the Client, in accordance with applicable laws and the Contractor’s internal document retention policy. The Contractor may retain copies of any documents or data as required under or necessary for the compliance with the applicable law, incl. AML Rules.

8. FEES AND DISBURSEMENTS

8.1. The Client agrees and is responsible for the prompt payment of the fees for Services, along with any applicable taxes and all disbursements incurred by the Contractor in connection with the Services, and any other amounts that the Contractor is entitled to charge under the Contract.

8.2. The fees applicable to the Services shall be as stated in the Contractor’s price list, as published from time to time, or as otherwise communicated to or agreed with the Client. Depending on the Service, the fees may be fixed (including one-time or periodical fees) or calculated based on an hourly rate and the time spent providing the Service and may depend on the person involved in the provision of Services.

8.3. The Client is aware and understands that the final outcome of the Service provided may be beyond the Contractor’s control. For instance, Contractor cannot guarantee the decisions made by authorities or financial institutions and is not responsible for the outcome, especially if the Client has provided incomplete or incorrect information. Hence, the fees are not always fees for guaranteed outcome, but rather are compensation for the provision of professional services within the scope of the relevant process.

8.4. In addition to the fees for Services, the Client agrees to reimburse the Contractor for any out-of-pocket costs and expenses incurred that are necessary for the performance of the Contract, including (without limitation): state fees, duties and other charges, notary fees, translation costs, fees of external experts and consultants, postal and courier service fees, fees for taking extracts from registers, printing and reproduction costs, the Contractor’s traveling expenses, etc. The Client shall reimburse the Contractor for any disbursements incurred, upon receipt of an invoice detailing the respective costs.

8.5. The time of travel in connection with the fulfillment of an instruction, and the time spent by the Contractor and the Contractor’s agents while awaiting an appointed and agreed meeting with the Client or a third party on behalf of the Client shall be paid at the rate of 100 (one hundred) percent of the applicable rate.

8.6. The minimum chargeable time for Contractor’s phone conversations (with engagement of third parties and bilateral telephone conversations) with the Client and any persons in connection with fulfillment of an instruction is 15 (fifteen) minutes, which is conditioned by the need to prepare for any phone conversation and subsequent documentation of its results, and other associated factors.

8.7. If the Contractor provides an estimate for fees and/or disbursements, such estimate is based on the information available at the time and is for guidance only. The final fees and/or disbursements may differ from the estimate, depending on the accuracy of assumptions and the actual scope of work performed.

8.8. All fees or amounts quoted or estimated by the Contractor, whether in Engagement letter, published price list, individual communications, or otherwise, are exclusive of Value Added Tax (VAT). Details regarding VAT liability can be provided upon request.

8.9. The Contractor may review and adjust the fees for Services provided periodically as well as hourly rates from time to time by notifying the Client at least 1 (one) month in advance. If the Client does not agree to the changes in the fees, it has the right to cease the use of the respective Services or terminate the Contract by giving 1 (one) month prior notice. The Client’s continued use of the Services shall be deemed as acceptance of the revised fees. Third-party charges may also be subject to change, and if such changes are known to the Contractor, they will be communicated to the Client as soon as reasonably possible.

9. TERMS OF PAYMENT. REFUNDS

9.1. The Contractor may require advance payment of some or all fees and disbursements.

9.2. The Client shall pay the fees and disbursements under the invoices issued by the Contractor in the currency stated in the invoice. The invoice may be sent to the Client to the e-mail address from which the Contractor received appropriate instructions and/or to the e-mail address most frequently used for communication with the Client.

9.3. All invoices issued by the Contractor shall be paid by the Client within 3 (three) business days of their issue, by means of a bank transfer to the Contractor’s bank account or by virtual currency transfer via the virtual currency network indicated by the Contractor, unless other due date and terms of payment are provided by the Contract or stated in invoice. Payment shall be deemed to have been made upon crediting the Contractor’s banking account.

9.4. If the Client has an agreement with a third party to pay invoices or disbursements on behalf of the Client and/or the Entity, the Client agrees to promptly notify the Contractor of such an agreement. The Client must provide the Contractor with all relevant details and information (incl. Due Diligence Information) about the third party and the agreement as reasonably required. The Contractor reserves the right to seek payment from the Client if the third party payer or the third party fails to pay any invoice(s) in accordance with the agreed terms.

9.5. The Client shall pay a late payment fee for delay of payment in the amount of 0.05 % of the principal debt per each day of delay.

9.6. If the Client fails to make the payment in accordance with this Contract within 14 (fourteen) business days or expresses its intention not to make such payment, the Contractor may at any time thereafter, in its sole discretion:

9.6.1. suspend the fulfillment of an instruction indefinitely or refuse to fulfill the instruction without repayment to the Client of previously paid fee;

9.6.2. decline to act upon any request from the Client, incl. without limitation, any request for transfer, exit, dissolution, or any similar action, as well as retain any documents or files belonging to the Client or the Entity that are in the Contractor’s possession; and/or

9.6.3. subject to prior notice to the Client, obtain payment from any account managed by the Contractor or otherwise held by the Contractor on behalf of the Client and/or the Entity.

9.7. Any fees or disbursements or parts thereof already paid shall not be refunded to the Client in the case:

9.7.1. the Client refuses to accept any agreed Services, and the Contractor has not previously breached its obligations under the Contract; or

9.7.2. of early termination of the Contract by the Client or the Contractor as a result of the Client’s failure to perform its contractual obligations under the Contract (incl. these General Terms), and where such failure prevents the Contractor from starting, continuing, or completing the performance of the Services and fulfillment of the instructions;

9.7.3. of early termination of the Contract by either party in an event of force majeure in accordance with the procedure laid down in section 11 hereof.

9.8. The Contractor may deduct from any refund any reasonable administrative or incidental costs already incurred and may also set off any other amounts due to the Contractor under the Contract. The parties have agreed that if the Contractor has not incurred any actual labor costs for fulfillment of an instruction, it is not considered unjust enrichment of the Contractor.

10. LIABILITY OF THE PARTIES

10.1. For non-performance or improper performance of obligations hereof the parties shall bear liability in accordance with the Contract and applicable law. Any claim or legal action arising out of or in connection with the Services, whether directly or indirectly, shall be brought solely against the relevant Contractor. No claims or proceedings may be brought personally against the Contractor’s current or former agents, or against any other companies providing Services under these General Terms.

10.2. Compensation of damages shall be limited by the amount of actual damages, and the Contractor’s total liability to the Client, the Entity, and any third party, arising out of or in connection with the Contract, the Services, or the Contractor’s relationship with the Client or the Entity shall be limited by the total Services´ fees paid in the 12 (twelve) months preceding the event giving rise to the claim.

10.3. The Contractor shall not be liable, whether on a contractual or non-contractual basis, for any loss, damage, or expense suffered by the Client, the Entity, or any third party in connection with the Services or with any act or omission of any of the Contractor’s agents, except where such loss, damage, or expense is caused by the wilful default or gross negligence of the Contractor. In all cases, the Contractor shall not be liable to the Client in any form or manner, in contract, tort, negligence, strict liability, or otherwise for any punitive, special, indirect, consequential, incidental, or similar damages, even in an event of prior notification of such a possibility arising thereof, for any loss of income, business interruption or loss of profit, loss of value of share or company or other similar losses. The Client fully acknowledges and agrees that they may not recover for lost or unrealized profits, business opportunities, unintended and unforeseeable financial losses and other punitive, special, indirect, consequential or incidental damages.

10.4. Additionally, the Contractor shall not be liable for any damages to the Client arising from the amendments, introductions, entering into force, repealing or otherwise altering legislation, regulations, policies and laws in force at any given time or date.

10.5. The Client shall indemnify and hold harmless the Contractor and any of the Contractor’s agents against all claims, liabilities, losses, damages, costs, and expenses arising from the Contractor acting in accordance with the Client’s instructions, from the Client’s inaccurate, incomplete, or ambiguous information or instructions, from the Client’s failure to comply with the Contract, or from any civil, criminal, regulatory, or similar investigation or action in any jurisdiction relating to the Client, the Entity, or any related person, provided that this indemnity shall not apply to claims, liabilities, losses, damages, costs, or expenses resulting from the willful default or gross negligence of the Contractor or Contractor’s agents.

10.6. The Client shall be liable for the acts and omissions of its representatives and the representatives of the Entity (incl. their shareholders, members of management or supervisory bodies, directors, officers, employees, and any other persons) who are appointed, selected, or designated by the Client, insofar as such acts or omissions relate to the exercise of the Client’s rights or the performance of its obligations under the Contract.

10.7. Any claim by the Client, on the Client’s behalf, or by any third party arising out of or in connection with the Services must be brought against the Contractor within twelve (12) months of the event giving rise to the claim. Claims not brought within this period shall be deemed waived and forfeited.

10.8. Any restrictions of the parties’ liability as provided in the Contract shall not, however, apply where such limitation of liability is not permitted under applicable law.

11. FORCE MAJEURE

11.1. The parties shall be released from liability for partial or complete non-performance of obligations hereof to the extent that such non-performance is due to force majeure circumstances.

11.2. Force majeure means any unforeseeable circumstance or event which is beyond the control of the party and which the party could not reasonably have been expected to take into account or to avoid, or to prevent the occurrence of such circumstance or consequence. Circumstances of force majeure shall include acts of God, fire, explosion, natural disaster, war, public health emergencies, including pandemics and government-mandated quarantines, governmental orders, acts, or actions; economic blockades and embargoes; or other circumstances beyond the control of the party, which make it impossible to perform the obligations arising from the Contract.

11.3. If such force majeure circumstances and their consequences last longer than 1 (one) month, the parties shall, as soon as possible, hold negotiations to identify mutually acceptable alternative ways of performance of the Contract and to reach appropriate agreement. However, if during the next 1 (one) month the parties fail to agree, each of the parties may cancel the Contract without payment of penalties and/or interests. Each of the parties shall take any measures to make possible settlements and to mitigate damages suffered by the other party.

11.4. The Party unable to perform its obligations hereof shall notify the other party of the commencement or cessation of the above-mentioned circumstances within 10 (ten) days.

11.5. The provisions of clauses 11.3 and 11.4 hereof shall not apply if either Party becomes subject to international, supranational or national financial and other sanctions, whether directly or indirectly, regardless of their legally binding effect on the other party, in which case the other party has the right to terminate the Contract unilaterally without giving a prior notice of termination. All and any transactions and relationships concluded or executed with the party subject to the such sanctions, whether directly or indirectly, shall be terminated immediately.

12. SUSPENSION OF SERVICES. TERMINATION OF CONTRACT

12.1. In addition to any other grounds set out in the Contract (including these General Terms), the Contractor may by a notice, in a form that can be reproduced in writing, suspend the provision of Services and/or extraordinarily terminate the Contract, if:

12.1.1. the Client or the Entity, despite the Contractor’s request, fails to submit information or documents or perform actions (incl. to respond to the correspondence delivered to the Client, incl. to electronic messages and telephone calls) as requested by and necessary for the Contractor for the purpose of performing the Contract or any other agreement between the parties or any obligations under the mandatory applicable law;

12.1.2. the Client or the Entity submits incorrect or falsified information or documents;

12.1.3. the Client or the Entity demands, despite the Contractor’s explanations, that the Contractor use means or methods that are inconsistent with the applicable law;

12.1.4. the Client or the Entity gives the Contractor instructions which harm the interests of the Client or are inconsistent with the applicable law or clearly useless for the performance of the Contract, and regardless of the Contractor’s explanations, does not waive compliance with such instruction;

12.1.5. the Client (or the Entity, as the case may be) has delayed payment under any invoice and fails to pay the invoice also during the additional term of 14 (fourteen) days granted by the Contractor for the settlement of the invoice;

12.1.6. the Client or the Entity has committed any other material breach of the obligations under the Contract or under any other agreement between the parties and has failed to remedy such breach within a reasonable time, if such breach is capable of being remedied;

12.1.7. due to reasons beyond the Contractor’s reasonable control, such as those attributable to a third party, the provision of the Services is significantly impeded or it becomes impossible to provide the Services under the conditions of this Contract, provided that the Contractor has notified the Client of the occurrence of such circumstances and such circumstances could not be remedied or overcome within 1 (one) month from the date of such notification;

12.1.8. the Client or the Entity is subject to a liquidation procedure, whether compulsory or voluntary, or becomes insolvent or a receiver or administrator is appointed in respect of the Client or the Entity or the Client or the Entity is declared bankrupt, or anything analogous to any of the foregoing occurs in relation to the Client or the Entity under the law of any jurisdiction;

12.1.9. any other circumstances arise which, under applicable law (incl., without limitation, applicable AML Rules, etc.) or established practice, entitle or oblige the Contractor to cease the provision of Services and terminate the Contract;

12.1.10. it appears that, taking all the circumstances into account and weighing up the interests of both parties, the Contractor cannot be expected to continue to perform its obligations under the Contract.

12.2. In case of suspension of Services or termination of the Contract due to circumstances attributable to the Client or the Entity, the risk of possible losses shall be borne solely by the Client.

12.3. In addition to any other grounds set out in the Contract (including these General Terms), the Client has the right to terminate the Contract at any moment without advance notice to the Contractor, by submitting a notification of intent to terminate the Contract to the Contractor in a form that can be reproduced in writing, in which case the Contractor has the right to claim the payment of the agreed fee as well as other costs in accordance with the provisions of the Contract.

12.4. Additionally, the contractual relationship shall be considered terminated upon:

12.4.1. the expiry of the agreed term, where the Contract was concluded for a fixed term;

12.4.2. the completion of the agreed Services, where the Contract was concluded for a one-off or otherwise limited Services;

12.4.3. the lapse of 3 (three) months from the completion and settlement of the last Service requested by the Client, where the Contract was concluded for an undefined term and no further Services have been requested or provided during that period.

12.5. Upon termination of the Contract, the Client must pay the Contractor all the fees and disbursements due until the end of the Contract, or if a fixed fee was agreed upon, then part of the fee proportional to the performed Services, expect otherwise is provided by the Contract. Furthermore, if the Contractor terminates the Contract due to circumstances attributable to the Client or the Entity, the Client must indemnify the Service Provider and compensate for all other direct costs and damages incurred by the Service Provider as a result of the termination of the Contract, incl. all costs to which the Contractor had already committed (even if not yet paid) before the termination of the Contract (e.g., fees and other payments payable to third-party specialists, etc., in connection with the performance of the Contract that the Contractor cannot reclaim or withdraw from).

12.6. Upon the effective termination of the Contract, the Contractor shall deliver to the Client, or to any person designated by the Client, all books of account, correspondence, and records relating to the affairs of the Client or the Entity that belong to the Client or the Entity and are in the Contractor’s possession. The Contractor may retain copies of such documents if it so wishes.

12.7. If the Client does not appoint an appropriate replacement service provider for the Services performed for the Client or the Entity within 7 (seven) days, except where a different notice period is provided for in the Contract or under applicable law, the Contractor shall thereafter be entitled to:

12.7.1. resign from all positions and cease providing the Services, even if such resignation or cessation results in the Entity being left without a required manager, registered agent, nominated officer, registered office, or authorised contact person; and

12.7.2. transfer any shares held by the Contractor or Contractor’s agents into the name of the person identified as the beneficial owner, unless the Client has given lawful instructions to the contrary and has provided all the required information and complied with all applicable AML Rules.

12.8. The Client acknowledges that, after the Services have ceased, the Contractor may continue to have certain regulatory or fiduciary duties under applicable law. Accordingly, and without prejudice to its rights, the Contractor may continue to perform such acts or Services as are necessary to fulfil those duties and shall be entitled to charge fees at its prevailing rates for such actions.

12.9. Also, any provisions of the Contract that essentially regulate the parties’ rights and obligations after the termination of the Contract shall remain in force even after the termination of the Contract, irrespective of the reason for termination; it applies in particular to provisions regulating the confidentiality obligation, obligations deriving from the AML Rules, the parties’ liability (inc. limitations of liability) and dispute resolving.

13. CONFIDENTIALITY

13.1. The parties agree that they shall not disclose to third parties any commercial information about each other and their respective affiliates, service providers, officers, directors, employees, representatives and other parties and persons affiliated with them, of which they have become aware over the course of preparation and implementation of this Contract.

13.2. Documents and other materials, corporate and other information (about persons, objects, facts, events, occurrences and processes regardless of their form) received by the Contractor from the Client, including in the course of negotiations and discussion of the method of fulfillment of an instruction shall constitute Confidential Information. Confidential Information may be transferred orally and in any medium by mail, courier, telephone, cable and facsimile, and by electronic mail.

13.3. The Contractor shall only use the Confidential Information for the purposes of fulfillment of an instruction and shall not use it for any other purposes without prior permission of the Client.

13.4. In case of loss or disclosure of the Confidential Information, the Contractor shall, where permitted by applicable law, notify the Client of such loss or disclosure, and shall take all necessary measures to prevent damage or other adverse consequences caused by such loss or disclosure.

13.5. The Client shall refrain, at all times during the performance of this Contract and after its termination, from any act or omission that could damage, harm, or otherwise adversely affect the property, business activities, or reputation of the Contractor, its cooperation partners, or its clients (Good Faith Conduct).

13.6. Notwithstanding any provision hereof, the Client acknowledges and agrees that the Contractor may disclose confidential information and/or personal data in the following circumstances:

13.6.1. Legal or regulatory obligations: Disclosure to the extent required by applicable law, regulation, court order, or request of any competent authority.

13.6.2. Provision of Services: Disclosure to Contractor’s agents and third parties where disclosure is necessary for the proper performance of the Services. Confidential Information and personal data may be disclosed to the Contractor’s agents, provided that the Contractor makes with such persons a confidentiality agreement providing for the obligation not to disclose the Confidential Information and personal data. Such information may also be disclosed to third-party advisors, consultants and other persons representing the Client’s interests, except where the Client gives an instruction in a form that can be reproduced in writing not to transfer such information to expressly named persons.

13.6.3. Absence of Client’s instructions: Disclosure, where the Contractor is unable to obtain instructions from the Client, and the Contractor reasonably considers such disclosure to be in the best interests of the Client or the Entity.

13.7. The Client waives any claim of confidentiality or breach of confidence arising from disclosures made in accordance with this Contract and agrees to indemnify and hold harmless the Contractor and its agents for any such disclosures. For the avoidance of doubt, the Contractor shall not be liable to the Client, the Entity, or any third party for any loss, damage, or expense, whether direct or indirect, arising from such disclosure, except to the extent that the loss, damage, or expense is caused by the Contractor’s willful default or gross negligence.

13.8. The confidentiality obligations and shall remain in full force until the confidential information falls in the public domain, or as maximum for ten (10) years from termination of the Contract for whatever reason.

14. OBLIGATIONS RELATED TO AML

14.1. The Contractor is bound and has to comply with all the applicable AML Rules. The Contractor shall not establish or continue a business relationship, or execute an occasional transaction, if it is unable to apply the due diligence measures required under applicable law. To fulfil these obligations, the Contractor shall obtain and maintain adequate knowledge of the Client, its related persons, business activities (including economic activities), and the origin of its assets, in accordance with the Know Your Client principle.

14.2. Notwithstanding the Contractor’s confidentiality obligation, the Contractor may be required under applicable law, incl. the AML Rules, to notify the competent authorities of any cash transaction exceeding the prescribed limit; or any transaction which the Contractor knows or suspects may contravene the AML Rules, or where the Contractor is unable to apply the required due diligence measures.

14.3. If, in the course of representing or advising the Client, the Contractor becomes obliged to file a report under the AML Rules, the Contractor may be legally prohibited from informing the Client of the filing of such a report or the reasons for it.

14.4. If the Client fails to provide information or documentation requested by the Contractor for the purposes of complying with the AML Rules, or if a transaction appears suspicious or raises concerns relating to money laundering, terrorist financing, or sanctions evasion or violation, as a result of which the Contractor is required by law to refuse or suspend the performance of its Services and/or terminate the Contract, the Client shall compensate the Contractor for its direct costs and lost profits in the amount of 40% of the agreed fee, which the Contractor may set off against any amount payable or refundable to the Client under the Contract.

15. OTHER PROVISIONS

15.1. Personal Data Protection

15.1.1. By concluding the Contract (clause 3.1 hereof), the Client agrees to the terms of the Contractor’s data processing policy and gives consent for the Contractor to process personal data as necessary for the proper performance of the Services. The data processing policy forms part of the Contract. The current version of the data processing policy is available on the website at www.prifinance.com

15.1.2. In performing the Contract, the Contractor complies with all applicable data protection laws, including Regulation (EU) 2016/679 (the General Data Protection Regulation, or GDPR) and any other relevant laws in the applicable jurisdiction. The provisions related to the processing of personal data under the GDPR shall apply to natural persons only.

15.2. Governing Law and Dispute Resolution

15.2.1. The Contract shall be governed by the laws of the jurisdiction in which the Contractor is registered, unless otherwise agreed in the Engagement Letter.

15.2.2. The Parties have the right to turn to court to resolve the dispute in accordance with the legislation in force in the Republic of Estonia. The Parties therefore have a right to initiate legal action or proceedings in the exclusive jurisdiction and venue of Harju County Court located in Tallinn, Estonia. The Parties further agree not to initiate any legal action or proceedings in any other jurisdiction and before any other court.

15.3. Assignment of rights and obligations: The Contractor may assign the Contract, or any of its rights or obligations under it, to any third party without the Client’s consent, provided that the Client is notified of such assignment. The Client may assign any of its rights or obligations arising from the Contract only upon the Contractor’s consent.15.4. Penalties: If the Client breaches the obligations to keep confidential information or breach Good Faith Conduct obligation (clause 20 and subsequent clauses) or the protection of personal data (clause 22.1), then the Contractor has the right to demand and the Client has the obligation (a) to pay the Contractor a contractual penalty in the amount of 10 000 euros for each such breach, and (b) to compensate for the damage resulting from such breach to the extent the respective damage exceeds the amount of the aforementioned contractual penalty.

15.5. Waiver: No failure by either party to enforce the performance of any provision in the Contract, incl. these General Terms, shall constitute a waiver of the right to subsequently enforce that provision or any other provision.

15.6. Severability: If any provision of the Contract, incl. these General Terms, is held to be invalid or unenforceable, that provision shall be deemed severed and the remaining provisions shall remain in full force and effect. The invalid or unenforceable provision shall be replaced by a respective provision arising from the applicable law or, in the absence of regulation in the law, by provision that comes closest to the potential intention of the parties.