Terms of Business Arendt Investor Services

The present terms of business govern all the business and contractual relationships between the Company and the Client as well as all assignments accepted by the latter (the “Terms of Business”). The general terms and conditions of the Client, if any, will not bind in any manner the Company.

1. DEFINITIONS

Agreement means any written agreement (including its exhibits as amended, varied, and supplemented from time to time) entered into between the Client and the Company regarding the performance of Services to be provided to the Client by the Company at the request of the Client.

Article shall refer to a provision set out in the Agreement, binding the Parties.

Company means Arendt Investor Services S.A. registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) under the number B145917 and having its registered office as designated in the Luxembourg Trade and Companies Register.

Client means the entity in relation to which Services will be or are being provided by the Company.

Clause shall refer to a provision set out in the Terms of Business, binding the Parties.

Companies Law means the Luxembourg law of 10 August 1915 on commercial companies, as amended.

Fixed Fee means a defined recurring lumpsum amount due by Clients on an annual basis for the performance of the service(s).

Constitutional Documents means constitutional documents of the Client, being the articles of association, management regulations and/or limited partnership agreement, as applicable, as amended from time to time.

Force Majeure means any occurrence which (i) hinders, delays or prevents a Party from performing any of its obligations, and (ii) is beyond the control of, and without the fault or negligence of, such Party, and which (iii) by the exercise of reasonable diligence such Party is unable to prevent or provide against.

Intellectual Property Rights means all intellectual rights including rights in registered and unregistered trade marks (including logos), rights in registered and unregistered designs, utility models, trade or business names, domain names, know-how, database rights, and copyright and authors’ right (including moral rights), or other intellectual or commercial rights (including applications for registration of any of the foregoing, and the right to apply therefore, in each case in any part of the world).

2002 Law means the Luxembourg law of 19 December 2002, as amended, on the Luxembourg Trade and Companies Register and on the annual accounts of the companies.

Laws mean the Companies Law, LFS and the 2002 Law.

LFS means the Luxembourg law of 5 April 1993 on the financial sector, as amended.

Minimum Annual Fee means a minimum amount of fees per annum due by Clients regardless of the annual fees due on a time spent basis at the agreed upon time hourly rate (thereafter the “Time Spent Fee”). This Minimum Annual Fee does not represent an estimate of the amounts of fees that will be charged by the Company to Clients on an annual basis. As long as the Time Spent Fee does not exceed the Minimum Annual Fee, only the Minimum Annual Fee is due. Once the Time Spent Fee exceeds the Minimum Annual Fee, the Clients are charged in full with Time Spent Fee in excess of the Minimum Annual Fee.

Minimum Annual Aggregate Fee means the sum of all the Minimum Annual Fees.

Responsibility Fee means a fee due by Clients in relation of Arendt Investor Services making available individual(s) to accept on mandate in the client entity. In addition to the Responsibility Fee, the Client can occur Fixed Fees or Minimum Annual Fees and time spent for the work associated with the mandate.

Services mean any services to be provided to the Client by the Company as contemplated in the Agreement.

The Client and the Company are hereafter referred to as the “Parties” and each individually as a “Party”.

Words in the singular include the plural and vice versa. The words “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the meaning of the words preceding those terms.

Any Clause in these Terms of Business must be read and interpreted so as to comply with applicable Luxembourg laws relating to professional secrecy and confidentiality.

In these Terms of Business, unless otherwise specified or the context otherwise requires, a reference to a person includes a reference to governments, foundations, individuals, legal entities, firms, partnerships, companies, corporations, associations and organizations (in each case irrespective of whether or not they have a separate legal personality).

Any words in capital letters not defined in these Terms of Business are defined under the Agreement.

2. SCOPE OF THE GENERAL TERMS OF BUSINESS

2.1. These Terms of Business shall exclusively apply to and shall govern any Agreement pertaining to the provision of Services by the Company to the Client.

2.2. In case of any discrepancy between a provision of these Terms of Business and provisions contained in the Agreement, the provisions of the Agreement shall prevail.

3. PREVENTING MONEY LAUNDERING, TERRORIST FINANCING AND OTHER CRIMINAL OFFENCES

3.1. The Client acknowledges that the Company is subject to Luxembourg laws and regulations regarding the prevention of money laundering and the financing of terrorism enacted to prevent the misuse of the financial system for the purpose of money laundering, terrorist financing and other criminal offences. The Company has therefore implemented specific precautions on a risk-oriented basis to ensure transparency, and to carry out an ongoing monitoring, of its business relationships with its clients and their financial transactions which oblige the Company to identify the Client, any person acting on the Client’s behalf and any beneficial owner (as the case may be) of the Client, as well as to apply the necessary screening over any financial transaction before being able to provide any Services.

3.2. The Company is therefore, prior to the entry into a business relationship or the execution of a financial transaction, as applicable, entitled to request that the Client, its directors and/or management provide the Company with any document and/or information necessary for the Company to document their identity and activity in order to be able to form its own opinion. In the event of any change to the documents and/or information or facts which have been provided to the Company, the Client undertakes to proactively and without delay inform the Company in this regard, as well as to assist the Company in order to be able to monitor the business relationship and all financial transactions on an ongoing basis.

3.3. The Client undertakes to provide the Company on first demand and without delay with any document and/or information necessary for the Company (i) to fulfil its identification and disclosure obligations, particularly with respect to the identity of each member of the Client’s corporate bodies, each shareholder of the Client  and the Client’s ultimate beneficial owners, as well as the legal and tax status of any beneficial owner and of the Client and (ii) to form its own opinion about the activity carried out by the Client and its financial information.

3.4. The Client represents to the Company that (i) its activities, products or services (as the case maybe) are not directly or indirectly prohibited or restricted by any applicable law and/or regulation, (ii) it complies with its legal and statutory obligations (tax, regulatory or others) in the jurisdictions it is operating, (iii) the funds or the benefits directly or indirectly derived from its activities, products or services (as the case maybe) do not have any criminal origin of whatever nature and in particular do not constitute the proceeds of money laundering, terrorism or terrorism financing, or tax fraud and (iv) it will inform the Company immediately of any change or fact that needs to be brought to the attention of the Company in this regard. The Client also undertakes to inform the Company without delay of any subsequent change regarding its ultimate beneficial owner(s) and in particular to communicate the change in the shareholding held by any beneficial owner as well as the identity of any new ultimate beneficial owner. The Client will provide the Company with the relevant documentation. The Client undertakes that it has complied with all tax obligations within and outside of Luxembourg, and that any transactions that the Client undertakes shall be compliant with any tax laws and regulations within and outside of Luxembourg.

3.5. The Client hereby also undertakes that the funds directly or indirectly allocated to the Client do not have a criminal origin of whatever nature, and in particular do not constitute the proceeds of money laundering, terrorism, tax fraud. The Client further undertakes that its benefits will not be used for terrorist financing.

3.6. Failure or delay to provide assistance to the Company under this Clause 3 will result in the business relationship or the Services, as the case maybe, to be stopped, cancelled or terminated at no cost or liability of the Company. The Client undertakes to inform the Company without delay of any change in the Constitutional Documents, its shareholders and corporate bodies and to provide the Company with the relevant documents.

4. SERVICES

4.1. The Services to be performed by the Company shall only be those covered by the Agreement.

4.2. The Company has the right to change the composition of the team in charge of the Services.

4.3. For the performance of the Services, the Company may request advice or assistance and/or delegate in whole or in part the performance of the Services.

4.4. The performance of any Services by the Company is subject to the fulfilment by the Client of the obligations contained in Clauses 3 and 5 of the Terms of Business.

5. OBLIGATIONS OF THE CLIENT

The Client undertakes:

5.1. to comply strictly with legal and administrative regulations in force during the performance of the Agreement in Luxembourg or abroad;

5.2. not to effect any transaction which is contrary to the law, public policy and/or mandatory rules (“ordre public”), bonos mores (“bonnes moeurs”), good business practice, the Constitutional Documents or any other provisions and/or regulations applicable to the Client whether in the Grand Duchy of Luxembourg or abroad;

5.3. to provide to and/or to ensure that the Company is provided with all the documents it has requested in order to fulfil its identification obligations and to form its own opinion about the activity carried out by the Client and its financial situation;

5.4.  to inform the Company of any litigation, conflict, or other proceedings, actual or potential in which the Client is or could be involved, directly or indirectly;

5.5. to refrain from doing anything that may affect the financial situation, the independence and reputation of the Company, its affiliates, its directors, its employees and its associates;

5.6. not to do anything, whether in writing or any other manner, which might give third parties the impression that the Company participates in or assumes the management or control of the Client or guarantees its commitments;

5.7. to give its instructions to the Company only in written form (letter, fax, e-mail), the Client bearing the burden of proof that such communication has been received. However, the Company is entitled not to execute the instructions contained in such written communications if it considers such instructions to be contrary (i) to the public policy and/or mandatory rules (“Ordre Public”), bonos mores (“bonnes moeurs”), the Constitutional Documents or any other provisions and/or regulations applicable to the Client whether in the Grand Duchy of Luxembourg or abroad, or (ii) to the Agreement.

5.8. to cooperate without reserve with the Company and provide it, in due time, with all the information required to enable the Company to comply with its obligations under Luxembourg law, the Agreement and the present Terms of Business.

5.9. to provide the Company with timely access to all data, information and contact persons for the execution of the Agreement. The Client shall be responsible for the accuracy and completeness of all data and information provided to the Company.

6. OBLIGATIONS OF THE COMPANY

6.1. The Company will use and exercise reasonable skills, efforts and care in the performance of its services. In no event, shall the Company be bound by an obligation of result (“obligation de résultat”).

6.2. The Company will keep with care the documents of the Client, when instructed or required to do so by the applicable laws or the Agreement. The Company is authorized to store all books, registers, contracts or other documents belonging to the Client in paper form and/or electronically. The Company shall not be held liable for any loss or deterioration, partial or total, resulting from an instance of Force Majeure, theft, fire, flood, explosion or similar events.

6.3. The Company and/or its employees will perform the Services with due care.

7. FEES

7.1. Estimates are provided for information purposes only and should not be regarded as quotes.

7.2. Fees for the Services to be performed by the Company shall be determined in the Agreement.

7.3. All fees and hourly rates are exclusive of VAT and disbursements and will be based on the cost-of-living index applicable in Luxembourg (“Indice pondéré du coût de la vie”). In addition to the fees, an administrative allowance of 6% of the Company’s total fees will be charged to cover administrative expenses. Additional out-of-pocket expenses (e.g. travel expenses or courier services) or costs incurred on the Client’s behalf (e.g. translation costs, external service providers and/or public authorities or public officers fees, costs of publication with official gazettes, third parties fees, registration duties) are charged separately and will be justified by appropriate documentation. Moreover, the Company is entitled to increase its fees and hourly rates from time to time. Such modifications will be notified to the Client one month before implementation. The adjustments resulting from the Luxembourg cost-of-living index will be applied automatically without prior notification.

7.4. The Minimum Annual Aggregate Fee and the Responsibility Fees are due on an annual basis and are payable in January of each year.

7.5. In case the relationship between the Client and the Company starts during the course of the year:

7.6. Fees based on time spent will be invoiced according to the hourly rates applicable to the persons in charge of the services to be provided to the Client. Invoices will be issued on the basis of work in progress. Minimum Annual Fees paid by the Client will be taken into account in the following invoices relating to services provided during the same calendar year.

8. PAYMENT TERMS AND CONDITIONS

8.1. Fees will be invoiced in euros. All payments will be made in the same currency as the currency in which the Services are invoiced to the account of the Company as indicated on the invoices. All bank charges and fees that arise out of or are in any way related to any payment made by the Client shall be borne by the Client.

8.2. Invoices issued for the performance of the Services are payable as from the date of receipt. within the term specified in the invoice or in the Agreement. In case of non-payment within the term as defined above, interest will be charged as provided for by Directive 2011/7/EU of the European Parliament and of the Council of 16 February 2011 on combating late payments in commercial transactions.

8.3. Should the invoices remain unpaid, Clause 12 will apply.

8.4. Should any claim or dispute arise regarding the validity of the Agreement and/or the performance of the Services and/or the amount of fees, the Client shall not be discharged of their obligation to make the payment in full and the fees shall remain payable by the due date.

8.5. The Company is entitled to retain all the Client’s papers and documents until all amounts due or accrued have been paid.

9. TAXES

9.1. All prices are exclusive of any taxes and the Client shall be responsible for the payment of value added taxes and other taxes, duties, tax levies and other fees which are due, or may become due with respect to the Agreement and its execution.

9.2. The Client agrees to indemnify the Company if, for any reason, the Company has to pay any such taxes.

9.3. To the extent that (i) a matter entrusted to the Company is likely to constitute a reportable cross-border arrangement (“Arrangement”) within the meaning of the amended law of 25 March 2020 implementing Council Directive 2018/822/EU of 25 May 2018 (“DAC 6 Law”) and (ii) the Company does not act as an intermediary, within the meaning of the DAC 6 Law, in relation to the same matter, the Client will provide the Company, upon request and without delay, with information on the qualification of the Arrangement for the purpose of applying DAC 6 Law as well as any supporting documents. In case no such information and supporting documents are provided, the Client undertakes to hold the Company harmless and indemnify the Company against all liabilities, damages, losses or claims arising from such absence.

10. LIMITATION OF LIABILITY

10.1. The Company and/or its employees shall not be held liable for any consequential, incidental, direct or indirect, punitive or special damage of any kind, except in case of gross negligence (faute lourde), wilful misconduct (dol) or fraud.

10.2. All liabilities in case of gross negligence (faute lourde), wilful misconduct (dol) or fraud of the Company and/or its employees shall be limited to the amount paid out, if any, under the Company’s professional liability insurance policy in the matter concerned, plus the amount of the own risk deductible. In the event and to the extent that no monies are paid out under the professional liability insurance for whatever reason, any and all liability on the part of the Company and/or its employees shall be limited to the lower of (i) five times the amount of the total fees charged by the Company in the relevant matter or (ii) EUR 1,000,000 (one million Euros).

10.3. In the event that the Client fails to perform its obligations pursuant to the Agreement, the Company and/or its employees shall not be held liable for the non-performance of its own obligations arising out of the Agreement.

10.4. The Client hereby undertakes to hold harmless and indemnify the Company, its employees, partners, officers and directors (collectively, jointly and severally, the “Indemnified Party”) against any and all claims, actions, proceedings, costs, demands and expenses which are or may be brought against, suffered or incurred by the Company in consequence of any fraud, gross negligence, wilful misconduct of any kind or breach of any term of the Agreement and the present Terms of Business by the Client including their employees or officers.

10.5. The Company shall not be required, except if obliged to do so by Luxembourg laws and regulations, to take any legal action in the context of the performance of its obligations hereunder unless fully indemnified to its reasonable satisfaction for reasonable costs and liabilities. If the Client requires the Company in any capacity to take any action which, in the opinion of the Company, might hold the Company liable for the payment of money or liable in any other way, the Company shall be indemnified in any reasonable amount and form satisfactory to it as a prerequisite to taking such action.

11. FORCE MAJEURE

11.1. A Party shall not be held liable for any delay or failure to perform any of its obligations if such delay or failure arises from or is attributable to special events, including, but not limited to, acts of God, war, epidemics, quarantine, terrorism, fire, flood, storms or any cause beyond the reasonable control of the Party which may interrupt, disorganize or disturb, in whole or in part the performance of the Services.

11.2. If a Party suffers a Force Majeure event, then the performance of its obligations shall be suspended. If the Force Majeure event continues for more than one (1) month the Parties may negotiate in good faith the partial termination of the Agreement in connection with the Services the performance of which is rendered impossible because of the Force Majeure event.

11.3. Force Majeure shall under no circumstances discharge the Client from their obligation to pay the amounts due to the Company pursuant to the Agreement.

12. DURATION AND TERMINATION

12.1. The Terms of Business shall be effective on the date of the beginning of business relationships between the Parties or, at the latest, on the effective date of the Agreement entered into between the Company and the Client.

12.2. The Terms of Business may be terminated only at the time of the termination of the Agreement entered into by the Client and the Company. They shall remain effective until termination by one of the Parties, subject to the termination notice period applicable.

12.3. The Agreement is entered into for an unlimited period of time. It shall be terminated subsequent to the notification by one of the Parties providing the other with written notice indicating its intention to terminate the Agreement. 90 days’ written notice is to be given by the Party who intends to terminate the Agreement to the other Party. If the Company terminates the Agreement, the written notice shall be addressed to the Client and to any person designated by the Client as addressee for any notices related to the Client.

12.4. The laws oblige the Company to file and publish the termination of the registered office with the Luxembourg Trade and Companies Register. Such filing and publication will be performed at the cost of the Client.

12.5. Notwithstanding the preceding provisions, the Agreement or certain Services of the Agreement may be terminated at any time by either Party with immediate effect in case of serious misconduct of the other Party. Are considered as serious misconduct:

12.6. In case of termination by the Company for serious misconduct of the Client, the relevant written notice shall be addressed to the Client or to any person designated by the Client as addressee for any notices related to the Client. If the delivery of such written notice, if sent by letter, fails for whatever reason, the termination of the Agreement shall nevertheless become effective on the date on which the Client or the addressee should have received it.

12.7. The Company shall be entitled to retain all documents belonging to the Client at the expenses of the Client until full settlement of the sums owed to the Company by the Client. Once amounts due to the Company are paid, the Company will return all books, registers, contracts and other documents belonging to the Client to the Client.

12.8. If the Client fails to take delivery of the books or other documents which the Company will hold on behalf of the Client, the Company will dispose of such documents and books as it deems advisable, at the Client’s expense. The Company shall be discharged of any liability as to the retention of such books and documents.

13. PORTAL SERVICES

13.1. For service efficiency reasons, the Company might provide access to an interactive and integrated portal (the “Portal”). Through the Portal, the Client might have access to the following services (hereinafter “The Portal Services”):

13.2. The Client shall select one or several persons to take on a Portal-specific administrator role (the “Client Administrators”) to be defined in the Agreement, and shall keep the Company updated with the correct contact information for such Client Administrators.

13.3. The Client Administrators shall determine and notify the Company in writing of any designated users (the “Users”) of the Portal. The Company shall provide the Client Administrators with a unique user name and password for each Client Administrators and User, which shall allow each User a direct and remote access to the Portal (“Credentials”).

13.4. The Client Administrators shall ensure the list of Users is duly updated and reviewed and also amend and/or confirm such list to the Company at least once a year.

13.5. The Client acknowledges that the Client Administrators and Users should use the latest available versions of Google Chrome or Microsoft Edge to access the Portal.

13.6. The Company shall maintain the Portal in good operating condition through regular, scheduled maintenance. Updates and product improvements shall be released as and when required. The Company shall endeavor to arrange scheduled maintenance windows during periods of low user traffic, and outside working hours whenever possible. During these maintenance windows the Portal might be temporary unavailable.

13.7. The Client Administrators shall be notified about downtime periods at least one (1) month in advance of any scheduled maintenance. The Client Administrators are responsible for liaising and communicating with the Users regarding any scheduled maintenance windows.

13.8. In case of any Force Majeure or if any urgent maintenance is required, the Client Administrators shall be notified of the downtime periods as soon as possible.

13.9. The Company shall perform its best efforts to maintain the Portal Services availability at all times, however the Company shall not be liable for any limitation of availability due to the following:

13.10. The Client Administrators and Users must report any issues or defects as soon as they are aware of them. The Client Administrators will undertake reasonable actions that enable the Company to identify and solve the issue or defect and its cause. Specifically, the Client Administrators will document those issues or defects where appropriate. The Company will resolve issues or defects within a reasonable time. Minor defects will be solved in scheduled maintenance windows.

13.11. The Parties acknowledge that security of the Portal is essential and shall prevail over any other consideration that may be contemplated in this Agreement. It is understood that the Company may at its sole discretion, unilaterally take any measure necessary to safeguard the security of the Portal, which may result in suspension, unavailability, alteration of the Portal Services, which shall not be considered as a breach of the Agreement nor result in the Company’s liability. The Company shall notify the Client Administrators of any such issue as soon as reasonably possible.

13.12. The Company’s Portal support team (“Support”) shall provide the Client with Portal-specific support via email at support@arendtclientaccess.com, during usual working days and business hours, from 8 a.m. to 6 p.m. except Saturdays, Sundays and public holidays applicable in Luxembourg.

13.13. Support shall be responsible for taking support calls, and offering advice in relation to any Portal-related queries.

13.14. The Client shall ensure the Client Administrators and Users shall not store any content on the Portal whose existence, use or publication is abusive, abnormal, illegal and which could entail a risk for the Portal Services or infringes any laws.

13.15. The Client shall ensure that the Client Administrators and Users shall keep their Credentials strictly confidential and will not share them with any third party and shall notify the Company immediately of any lost, stolen, or compromised Credentials. The Client is responsible for the use, compromise or loss of any Credentials or any late notification to the Company of such loss, theft or compromise and for any use of such lost, stolen or compromised Credentials by an authorized third party or the latter’s actions.

13.16. The Client represents and warrants that no content shall be uploaded to the Portal by any Client Administrators or Users, containing any illegal, dangerous, toxic or other inappropriate content which may create risks or cause damage to the Portal, to the Company’s reputation or to the Company itself.

13.17. The Client shall ensure that the Client Administrators and Users are fully informed of the purpose, features and capabilities of the Portal and of the Portal Services.

13.18. The Company shall only be liable for any content it has itself uploaded, and cannot in any way be held liable for any content uploaded by Client Administrators, Users or any third party. The Company shall not be held liable for any unauthorized use of any data uploaded to the Portal while it is on the Portal or once it leaves the Portal.

13.19. The Portal Services are provided as described in the Agreement and the Company shall only be liable for performing the Portal Services in accordance with the Agreement. The Company does not make any representations regarding the Portal Services’ fitness for a particular purpose and shall not be liable for any issue arising from events caused by, or in relation to, the Client’s, Client Administrators’ or Users’ infrastructure, data or assets, including breach of security of, damage or unauthorized access to such infrastructure that are not caused directly by the Company.

13.20. The Company shall not assume liability for the non-performance of its obligations arising from the present Clause, as a result of negligence and/or inaction of the Client, the Client Administrators, the Users and/or a third party or as a result of failure to communicate supporting documents in due time.

14. INTELLECTUAL PROPERTY RIGHTS

14.1. The Company (and its licensors, where applicable) owns all right, title and interest, including all related Intellectual Property Rights, in connection with its Services, documentation and website.

14.2. The Client agrees not to take any action likely to infringe, misappropriate, violate or compromise the Company’s Intellectual Property Rights, or the Intellectual Property Rights of third parties.

14.3 The Client agrees not to copy, reproduce or otherwise use the Company’s name, logo, domain names, or documentation (either existing or developed by the Company when providing the Services), without the Company’s prior written consent.

15. DATA PROTECTION

In the context of the Agreement, the Company commits to comply with the provisions of the data protection law applicable in the Grand Duchy of Luxembourg (including but not limited to the law of 1st August 2018 on the organization of the National Commission for Data Protection and the general regime on data protection, as may be amended or replaced) and the Regulation n°2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (the “GDPR”) (collectively hereinafter the “Data Protection Laws”). To this end, the Company undertakes to process any personal data in accordance with the Data Protection Laws. Capitalised terms used throughout this Clause shall have the meaning ascribed to them under the Data Protection Laws, unless otherwise defined.

15.1. The Company acting as Data Controller:

15.1.1. The Client are hereby informed and acknowledge that the Company will collect, store and process the personal data of the Data Subjects (as defined below), by electronic or other means, required to enable the Company to provide the Services and to comply with the Company’s legal obligations. Such personal data includes, but is not limited to, (i) for the Client who is a natural person: his/her name and surname(s), address (private and/or professional) and country of residence, date and place of birth, nationality(ies), profession, contact details, preferred language, banking information, national identification number, and nature and extent of the effective interests in the registered entity; (ii) for the Client which is a legal entity: the name and surname(s), address (private and/or professional) and country of residence, date and place of birth, nationality(ies), profession, contact details, preferred language, banking information, national identification number, and nature and extent of the effective interests in the registered entity of the natural persons related to them such as their contact person(s), employee(s), trustee(s), agent(s), representative(s) and/or beneficial owner(s)(such individuals being hereinafter referred to as “Data Subjects”); and any other personal data contained in the file entrusted to the Company (the “Personal Data”).

15.1.2. The Client who is a legal entity undertakes and guarantees to process the Personal Data and to supply such Personal Data to the Company in compliance with the Data Protection Laws, including, where appropriate, informing the Data Subjects of the content of the present section in accordance with articles 12, 13 and/or 14 of the GDPR, including but not limited to the case where the Services consist in assisting the Client with fulfilling their obligations under the Law of 13 January 2019 on the register of beneficial owners.

15.1.3. The Company may transfer the Data Subjects’ Personal Data to other entities or individuals located in and outside the European Economic Area (the “EEA”), such as but not limited to, the Company’s affiliate entities, independent experts, service providers, notaries, bailiffs, and the register of beneficial owners (the “Recipients”). The Recipients may also, under their own responsibility, disclose the Personal Data to their agents and/or delegates located in and outside the EEA (the “Sub-Recipients”), which shall process the Personal Data for the sole purposes of assisting the Recipients in providing their services to the Company and/or assisting the Recipients in fulfilling their own legal obligations.

15.1.4. Where the Recipients are located outside the EEA in a country which does not ensure an adequate level of protection for personal data, the Company will enter into legally binding transfer agreements with the relevant Recipients in the form of the European Union (“EU”) Commission’s approved model clauses, or adopt any other appropriate safeguard mechanism under the Data Protection Laws. Where the Sub-Recipients are located outside the EEA in a country which does not ensure an adequate level of protection for personal data, the Recipients shall also enter into legally binding transfer agreements with the relevant Sub-Recipients in the form of the EU Commission’s approved model clauses, or any other appropriate safeguard under the Data Protection Laws. In this respect, the Data Subjects have a right to request copies of the relevant document for enabling the Personal Data transfer(s) towards such countries by writing to the Company or, where the Recipients disclose the Personal Data to the Sub-Recipients directly to the Recipient

15.1.5. The Recipients and Sub-Recipients may, as the case may be, process the Personal Data as Data Processors (when processing the Personal Data upon instructions of the Company or as distinct Data Controllers (when processing the Personal Data for their own purposes, namely fulfilling their own legal obligations). The Company may also transfer Personal Data to third parties such as governmental or regulatory agencies including tax authorities, in or outside the EEA, in accordance with applicable EU or Member State laws and regulations. In particular, such Personal Data may be disclosed to the Luxembourg tax authorities, which in turn may, acting as Data Controller, disclose the same data to foreign tax authorities.

15.1.6. The Data Subjects have a right to access their Personal Data, to ask for rectification of their Personal Data where such Personal Data is inaccurate or incomplete, to object to the processing of their Personal Data, to ask for restriction of the use of their Personal Data, to ask for erasure of their Personal Data, and to ask for data portability if certain conditions provided under the Data Protection Laws are met. The Data Subjects shall exercise the above rights by sending an e-mail to dpo@arendtservices.com or by sending a letter addressed to the data protection officer of the Company at the address indicated in the Agreement. The Data Subjects acknowledge that they have a right to lodge a complaint with the Commission Nationale pour la Protection des Données (the “CNPD”) at the following address: 15 Boulevard du Jazz, 4370 Esch-Belval Sanem, Grand Duchy of Luxembourg; or with any competent data protection supervisory authority in their EU Member State of residence.

15.1.7. The Data Subjects acknowledge that they have read the Company’s privacy notice that is available on the Company’s website at Privacy Notice – GDPR_

15.1.8. The Company will not keep the Data Subjects’ Personal Data for longer than required for the provision of the Services, subject to the legal period of limitation. Data back-ups will be automatically erased in accordance with the Company’s back-up policy.

15.2. The Company acting as Data Processor:

15.2.1. The Client acting as Controllers instructs the Company to collect, store and process Personal Data as Processor for the provision of the Services. Unless prior written authorization of the Client has been obtained, the Company shall only process the Personal Data for such purposes. Personal Data shall be processed for the duration of this Agreement and, after its termination, retained to the extent permitted by applicable law or regulation.

15.2.2. When acting as Processor, the Company shall only act upon prior written instruction of the Client regarding all Personal Data processing carried out in execution of this Agreement, unless required to do so by law to which the Company is subject. In such a case, the Company shall inform the Client of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest. The Company shall inform the Client immediately if any such instructions constitute a violation of the Data Protection Laws and shall suspend performance of such instruction until the Client modifies it. The Company shall ensure that its employees who have access to Personal Data (i) are aware of the Client’s instructions; and (ii) treat Personal Data entrusted to them in strict compliance with such instructions.

15.2.3. The Company, taking into account the nature of processing and the information available to it, shall assist the Client by appropriate technical and organizational measures, insofar as this is possible, to fulfil its obligations to respond to requests for exercising the Data Subject’s rights in accordance with the Data Protection Laws, and shall assist the Client in ensuring compliance with the obligations under the Data Protection Laws.

15.2.4. The Company will only transfer Personal Data to a third country or an international organisation upon the Client’s instructions, unless required to do so by EU or Member State law to which the Company is subject. In such case, the Company shall inform the Client of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest.

15.2.5. The Company shall ensure that the persons authorised to process the Personal Data are under strict professional secrecy and confidentiality rules under Luxembourg law and in line with the Data Protection Laws.

15.2.6. The Company may transfer the Data Subjects’ Personal Data to the Recipients. The Recipients may also, under their own responsibility, disclose the Personal Data to their Sub-Recipients, which shall process the Personal Data for the sole purposes of assisting the Recipients in providing their services to the Company and/or assisting the Recipients in fulfilling their own legal obligations. The Recipients and Sub-Recipients may, as the case may be, process the Personal Data as data processors (when processing the Personal Data upon instructions of the Company or as distinct data controllers (when processing the Personal Data for their own purposes, namely fulfilling their own legal obligations).

15.2.7. Where the Recipients are located outside the EEA in a country which does not ensure an adequate level of protection for Personal Data, the Company will enter into legally binding transfer agreements with the relevant Recipients in the form of the EU Commission’s approved model clauses or adopt any other appropriate safeguard mechanism under the Data Protection Laws. Where the Sub-Recipients are located outside the EEA in a country which does not ensure an adequate level of protection for Personal Data, the Recipients shall also enter into legally binding transfer agreements with the relevant Sub-Recipients in the form of the EU Commission’s approved model clauses or any other appropriate safeguard under the Data Protection Laws. In this respect, the Data Subjects have a right to request copies of the relevant document for enabling the Personal Data transfer(s) towards such countries by writing to the Company or, where the Recipients disclose the Personal Data to the Sub-Recipients directly, to the Recipient

15.2.8. The Company may also transfer Personal Data to third parties such as governmental or regulatory agencies including tax authorities, in or outside the EEA, in accordance with applicable laws and regulations. In particular, such Personal Data may be disclosed to the Luxembourg tax authorities, which in turn may, acting as Data Controller, disclose the same information to foreign tax authorities.

15.2.9. The Client grants the Company general written authorization to engage other Processors for the proper provision of the Service. To this end, the Company makes available to the Client a list of Processors engaged by the Company at: Sub-Processors. Where required, the list of Processors shall be updated by the Company which shall inform the Client of any intended changes concerning the addition or replacement of other Processors, thereby giving the Client the opportunity to object to such changes within 30 days from the Company’s notification of the change to the Client.

15.2.10. Where the Company engages another Processor for carrying out specific processing activities on behalf of the Client, the same data protection obligations as set out in these Terms of Business shall be imposed on that other processor by way of a contract or other binding legal act, in particular providing sufficient guarantees to implement appropriate technical and organizational measures in such a manner that the processing will meet the requirements of the Data Protection Laws.

15.2.11. The Company implements all appropriate technical and organisational measures for the protection of Personal Data. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, the Company shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including inter alia as appropriate (i) the pseudonymisation and encryption of Personal Data; (ii) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and Services; (iii) the ability to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident; and (iv) a process for regularly testing, accessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing, to ensure the protection of the Personal Data it processes against accidental or unlawful destruction, or accidental loss, alteration, falsification, unauthorised disclosure or access, in particular when the processing involves the transmission of Personal Data over a network, and against all unlawful forms of processing.

15.2.12. The Company shall, at the choice of the Client, delete or return all the Personal Data to the Client after the end of the provision of the services relating to processing, and shall delete existing copies unless the law requires storage of the Personal Data. Data back-ups will be automatically erased in accordance with the Company’s back-up policy.

15.2.13. The Company shall make available to the Client all information necessary to demonstrate compliance with the obligations laid down in the Data Protection Laws, shall allow for and contribute to audits, including inspections, conducted by the Client or another auditor mandated by the Client.

15.2.14. The Company shall assist the Client in realizing a data protection impact assessments and in any prior consultation of the competent supervisory authority by the Client.

15.2.15. The Company shall notify the Client as soon as it becomes aware of a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data processed by the Company or any of its processor. In this regard, the Company shall provide the Client with all appropriate information relating to the breach in accordance with the Data Protection Laws. The Company shall be exempt from any liability in case of breach of security if it proves that it is not in any way responsible for the event giving rise to the damage and it has complied with the obligations laid down in the Data Protection Laws.

16. CONFIDENTIALITY

16.1. For the purpose of this Clause “confidential information” means any information and other documents, provided by a Party (the “Disclosing Party”) to the other (the “Receiving Party”), orally or in writing, for the drafting, the signature and the performance of any Agreement (the “Confidential Information”).

16.2. The following shall not be deemed Confidential Information: (i) information in the public domain or which becomes public knowledge (other than by a result of breach of this Clause), (ii) information available to a Party before the Parties entered into a contractual relationship.

16.3. The Parties are obliged, at all times, to respect and protect the confidentiality of the Confidential Information acquired through the drafting, the signature and/or the performance of the Agreement. In particular, the Receiving Party must take all reasonable measures to prevent third parties from gaining knowledge of Confidential Information.

16.4. The Receiving Party hereby undertakes to promptly inform the Disclosing Party upon becoming aware that any Confidential Information has been disclosed in breach of these Terms of Business and take all reasonable measures to minimise the effects of such disclosure.

16.5. Notwithstanding the above, the Company shall be authorized, when required to do so by Luxembourg competent authorities, and/or as required by Luxembourg law to disclose the Confidential Information to comply with its legal obligations. This may also include disclosure of Confidential Information following prior written consent of the Disclosing Party.

16.6. In those cases where the Client instructed the Company to cooperate with (i) the law firm Arendt & Medernach S.A., registered with the Luxembourg Trade and Companies’ Register under the number B186371 (“Arendt & Medernach“), (ii) Arendt Regulatory & Consulting S.A., registered with the Luxembourg Trade and Companies’ Register under the number B175516 (“ARC“), or (iii) Arendt Liquidation Services S.à.r.l, registered with the Luxembourg Trade and Companies’ Register under the number B74676 (“ALS”), (iv) Palaos S.à.r.l registered with the Luxembourg Trade and Companies’ Register under the number B192064 (“Palaos”) and/or (v) any other subsidiary and/or associated entity (“Subsidiary and Associated entity”),  in order to provide the Services or in order for the Client to be provided with additional services in such context, the Company is to be considered as duly appointed agent of the Client and thus expressly authorized to request from Arendt & Medernach and/or ARC and/or ALS and/or Palaos and/or the Subsidiary and Associated entity any information and/or documents that the Client may have confided to them in the course of their working relationship, if any, when required for the purpose of the Agreement.

16.7. In the same manner, in order to facilitate a smooth and consistent level and quality of service, Arendt & Medernach and/or ARC and/or  ALS and/or Palaos and/or the Subsidiary and Associated entity are hereby also to be considered as duly appointed agents of the Client and thus specifically authorized to receive from the Company  all relevant data of the Client, and any information and/or documentation obtained in the course of the Services, that could be necessary in the provision of services by Arendt & Medernach and/or ARC and/or ALS and/or Palaos and/or the Subsidiary and Associated entity to the Client.

17. NON-EXCLUSIVE AGREEMENT

The Client acknowledges and agrees that the Company will be able to provide the same kind of Services to other companies incorporated or to be incorporated in Luxembourg.

18. COMMUNICATIONS AND NOTICE

18.1. The Client agrees that the Company shall be entitled to provide them with information by e-mail, mail / hard copy, fax and via the Company’s website or some other medium agreed between the Company and the Client, unless otherwise notified in writing by the Client. Mail shall be deemed given where personally delivered or on the date of first presentation of the notice to its recipient. The Company may always state additional requirements concerning communication between the Parties or legal acts via e-mail or facsimile

18.2. Where such information is supplied to the Client via the Company’s website, the Company shall inform the Client that the information in question has been posted on the Company’s website by means of a comment to that effect included in one of the above-mentioned communication means, as set out in Clause 18.1. In addition, the Company shall always provide the Client with such information in writing at the latter’s request.

18.3. The Company cannot guarantee that third parties may not obtain access, read and then modify information and documentation transmitted by e-mail. The Company assumes no liability for damages to the Client or to third parties resulting from the transmission of e-mails. No changes may be made to any document transmitted via e-mail without the Company’s prior written approval.

18.4. The Company shall carry out (i) any duly signed written instruction delivered in person or through use of a postal or courier service or sent by facsimile, or secure electronic transmission, or (ii) any other instruction given by telephone or other means of electronic communication, provided it is promptly followed by a written instruction delivered by the means mentioned under (i), originating from the board of managers/directors or such other persons, including managers/directors, officers or employees of Client, duly authorised by the Client, or any other relevant authority (“Proper Instructions“), unless they conflict with applicable law or the Constitutional Documents, or if they do not contain sufficient, accurate and/or complete information that the Company reasonably requires in order to carry them out. The Company shall promptly notify the sender of any Proper Instruction it has not carried out, explaining in reasonable detail the reasons for the inability to carry out the Proper Instruction and (if applicable) specifying what further information, clarification or confirmation is required to proceed. The Company is under no duty to question any Proper Instructions. The Company shall not be responsible for any loss resulting from any delay by the Client in providing any clarifications or confirmations, or from the Company exercising its right to decline to act in the absence of such clarifications or confirmations.

19. AMENDMENT

The amendments and supplements to these Terms of Business shall be deemed accepted by the Client if it has not lodged a written objection with the Company within thirty (30) calendar days of the dispatch of the Company notification concerning the amendments or supplements to the Terms of Business. Should the Client object to such amendments and/or supplements within the set time limit, the Parties shall exercise best efforts to come to agree upon amendments to such Terms of Business within a reasonable timeframe, failing which the Parties shall be entitled to terminate the business relationship with immediate effect.

20. SEVERABILITY

20.1. In case one or more provisions of these Terms of Business and/or of the Agreement should be considered invalid, illegal, inapplicable, unlawful or unenforceable for any reason whatsoever, the other provisions shall remain valid and enforceable according to its terms.

20.2. In the event of such partial invalidity, the Parties shall seek in good faith to agree on replacing any such legally invalid, illegal, inapplicable, unlawful or unenforceable provision with a valid and enforceable provision which shall most nearly and fairly reflect the Parties’ intent in entering into these Terms of Business and/or Agreement.

21. OUTSOURCING OF OPERATIONS, SERVICES AND DATA TRANSFERS

21.1. The Company is bound by professional secrecy and may not share Client Data (defined below) with third parties, except with the consent of the Client. In order to ensure that Services are provided in an optimal manner, and in accordance with high quality standards, the Company, in accordance with the statutory and regulatory provisions governing the outsourcing, may outsource specific tasks and/or activities while providing Services for any or all of its Clients (the “Outsourced Services”) in full or in part to other service providers (the “Service Providers”) (the “Outsourcing”).

21.2. The Service Providers, with the consent of the Company, may also sub-outsource the outsourced Services to other Service Providers (the “Sub-Outsourcing”).

21.3. The Service Providers are not necessarily subject to the supervision of the Luxembourg Financial Supervisory Authority, the Commission de Surveillance du Secteur Financier (“CSSF”), (the “Competent Authorities”) and may have their registered office in Luxembourg or abroad, either within or outside the European Union (“EU”).

21.4. Any service provided by the Company by way of Outsourcing or Sub-Outsourcing will be provided in accordance with the Luxembourg legal and regulatory provisions relating to the outsourcing of services and on the basis of a service agreement. The Company is liable for the compliance with any obligations incumbent upon it under Luxembourg legal and regulatory provisions.

21.5. The Service Providers are either subject to a statutory duty of confidentiality or contractually obliged by the Company to maintain confidentiality.

21.6. The Client, and/or the authorized representative and/or agent of the Client is hereby informed that the Company, and in particular its directors, managers and employees, will disclose certain information, including for the avoidance of doubt personal data, entrusted to them in the context of the Services provided (the “Client Data”) to the Service Providers in the context of such Outsourcing or Sub-Outsourcing.

Client Data includes, among others:

21.7. A detailed list containing (i) the specific services provided by the Company to the Client through Outsourcing or Sub-Outsourcing to Service Providers not subject to the supervision of the Competent Authorities, (ii) the country of establishment of the Service Provider and (iii) the type of exchanged Client Data, either in whole or in part, can be found by the Client in the annex to these Terms of Business (the “Annex”).

21.8. The Annex forms an integral part of these Terms of Business. It is made available to the Client together with the Terms of Business when the business relationship starts and can be obtained upon request to the Company or viewed at any time on the Company’s website at Access to Client Data_.

21.9. With regard to Outsourcing or Sub-Outsourcing, the Client hereby expressly consents, both on its own behalf and on behalf of its authorized representatives and/or agents as well as its beneficial owners, as applicable, to the aforementioned disclosure of Client Data to the Service Providers.

21.10. In this respect, the Client confirms that it has informed all of the Client’s authorized representatives and/or agents as well as its beneficial owners (if applicable) of the existence and contents of any Outsourcing or Sub-Outsourcing and, in particular, of the contents of the Annex, that it is keeping them informed of any changes in this respect and that it has obtained consent to have their Client Data disclosed to the Service Providers as well as any other consent required or, in the event of changes, that it will always endeavour to obtain such consent in advance in a timely manner.

21.11. The Company may at any time change its Outsourcing or Sub-Outsourcing, i.e. provide additional services to the Client through Outsourcing, or Sub-Outsourcing, change on existing Outsourcing or Sub-Outsourcing and, where applicable, proceed to a new Outsourcing or Sub-Outsourcing.

21.12. In such case the Company shall then notify the Client and/or its authorized representative and/or agent of any changes to Outsourcing or Sub-Outsourcing and the related changes to the Annex in accordance with Clauses 18.1, 18.2 and Clause 19 of these Terms of Business.

21.13. The Client is solely liable for obtaining the necessary consent from its representatives and/or agents as well as its beneficial owners, as applicable, and agrees to indemnify and hold the Company harmless in this respect.

21.14. The Client and/or its authorized representative and/or agent also agrees that, except in the case of gross negligence or wilful misconduct, neither the Company nor the Service Providers are liable in any respect for any loss, damage or expense that may be caused in connection with the aforementioned disclosure of Client Data to the Service Providers.

21.15. Irrespective of the aforementioned circumstances in which the Company may share Client Data in the context of Outsourcings and Sub-Outsourcings, the Company may also, be brought, notably in order to enhance the quality of the Services to the Client, to ensure such Services are provided with the best industry standards and in a more efficient and cost friendly basis, to exchange and thus also to share Client Data with other third party service providers outside of the context of an Outsourcing and Sub-Outsourcing.

21.16. A detailed list specifying (i) the Client Data that will be shared in such context (ii) the purpose of such sharing of Client Data (iii) the specific recipient of the shared Client Data, and (iv) the duration of the sharing of the Client Data can be found by the Client in the Annex to these Terms of Business.

21.17. The Client hereby expressly consents, both on its own behalf and on behalf of its legal authorized representatives and/or agents as well as its beneficial owners, as applicable, to the aforementioned disclosure of Client Data outside of the scope of Outsourcings and Sub-Outsourcings to other third-party service providers.

21.18. In this respect, the Client confirms that it has informed all of the Client’s authorized representatives and/or agents as well as its beneficial owners (if applicable) of the existence and contents of the aforementioned disclosure of Client Data outside of the scope of Outsourcings and Sub-Outsourcings and of the contents of the Annex ,that it is keeping them informed of any changes in this respect and that it has obtained consent to have their Client Data disclosed to other third party service providers as well as any other consent required or, in the event of changes, that it will always endeavour to obtain such consent in advance in a timely manner.

21.19. The Company may at any time change the disclosure of Client Data outside of the scope of Outsourcings and Sub-Outsourcing and thus proceed to change of the Annex.

21.20. In such case the Company shall then notify the Client and/or its authorized representative and/or agent of any changes to the disclosure of Client Data outside of the scope of Outsourcings and Sub-Outsourcing, and the related changes to the Annex, in accordance with Clauses 18.1, 18.2 and Clause 19 of these Terms of Business.

22. INTERPRETATION

22.1. The preamble/recitals and the schedules (if any) of the Agreement and/or of these Terms of Business form an integral part of this Agreement and/or these Terms of Business and will have the same force and effect as when set out in the body of the Agreement and/or these Terms of Business. References to the Agreement and/or to these Terms of Business include the preamble/recitals and the schedules.

22.2. The headings of the Clauses of these Terms of Business and/or of the Agreement are for convenience only and shall not be binding.

23. NON-WAIVER

Tolerance by one Party regarding any delay, breach or failure in the performance of the obligations by the other Party with respect to these Terms of Business and/or the Agreement shall not affect or restrict such Party’s rights and powers arising under these Terms of Business and/or the Agreement.

24. NON-SOLICITATION

During the term of the Agreement and for a period of eighteen (18) months immediately afterwards, the Client will not directly or indirectly induce or seek to induce any employee of the Company to leave the latter’s employment for employment by the inducing Party. Any breach of this Clause will give rise to an indemnity equal to twenty-four (24) months of remuneration to be paid by the hiring Party to the Company.

25. ASSIGNMENT

25.1. The Company may, without the prior written consent of the Client, assign or transfer these Terms of Business and/or the Agreement or any of its rights under these Terms of Business and/or the Agreement, or sub-contract any or all of its obligations under these Terms of Business and/or the Agreement.

25.2. The Client may not, without the prior written consent of the Company, assign, transfer, charge or deal in any other manner with these Terms of Business and/or the Agreement or any of its rights under these Terms of Business and/or the Agreement, or purport to do any of the same, nor sub-contract any or all of its obligations under these Terms of Business and/or the Agreement.

26. CHANGE OF CONTROL OF THE CLIENT

26.1. For the purpose of the present Clause, Change of Control is defined as any change (i) in the direct or indirect ownership of the majority of the voting share capital of the Client or (ii) in the right to determine the composition of the majority of the board of directors (or any other management body) of the Client, in each case whether by virtue of ownership of share capital, contract or otherwise.

 26.2. In case of Change of Control of the Client, the Client shall hereby inform the Company of such Change of Control and shall comply with all the requirements of Clause 3 of the Terms of Business.

26.3. The Company will be able to terminate, immediately without prior notice and without justification, these Terms of Business and the Agreement following such Change of Control.

27. SURVIVAL

In case of termination of the Terms of Business, the Clauses of the present Terms of Business, in particular Clauses 3, 5, 7, 8, 10, 15, 16, 17 and 24 which are expressed or implied to continue after termination or expiration shall survive to the termination.

28. GOVERNING LAW AND JURISDICTION

28.1. These Terms of Business and the Agreement shall be governed by and construed in accordance with the laws of the Grand Duchy of Luxembourg.

28.2. Any dispute arising regarding the existence, the performance or the interpretation of these Terms of Business and the Agreements shall be submitted to the exclusive jurisdiction of the courts of Luxembourg, Grand Duchy of Luxembourg.

29. COMPLAINTS

For complaints, please refer to the following link: https://www.arendt.com/about-us/our-organisation/arendt-investor-services-sa/complaints-claims/