The present General Terms and Conditions govern all the service proposals, business and contractual relationships between the Client, the Company and Arendt Services as well as all assignments accepted by the latter. The general terms and conditions of the Client, if any, will not bind in any manner Arendt Services.

1. PROPOSALS

Proposals do not constitute a commitment from Arendt Services as long as they are not accepted by the Client and/or the Company. They shall give the most accurate description of the services to be performed. They remain valid for a period of two months.

2. DEFINITIONS

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

Arendt Services means Arendt Services S.A., a société anonyme existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 9, rue de Bitbourg, L-1273 Luxembourg, registered with the Luxembourg Trade and Companies Register under the number B 145 917.

Articles of Association means the articles of association of the Company, as amended from time to time.

Client means any person who has signed the letter of adherence to the Agreement entered into between the Company and Arendt Services or as the case may be, the shareholder(s) or the beneficial owner(s) of the Company.

Company is the Luxembourg company as defined in the Agreement.

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

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.

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 and the 2002 Law.

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

The Client and/or the Company and Arendt Services 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 article in these General Terms and Conditions must be read and interpreted so as to comply with applicable Luxembourg laws relating to professional secrecy and confidentiality.

In these General Terms and Conditions, 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 General Terms and Conditions are defined under the Agreement.

3. SCOPE OF THE GENERAL TERMS AND CONDITIONS

3.1. These General Terms and Conditions shall exclusively apply to and shall govern any Agreement pertaining to the provision of Services by Arendt Services to the Company.

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

4. MONEY LAUNDERING

4.1. The Client acknowledges that Arendt Services is subject to very stringent anti-money laundering regulations in Luxembourg and therefore that it has the obligation to identify the ultimate beneficial owner(s) before providing any services, and to file and /or disclose such information with the competent Luxembourg authorities, as may be legally required.

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

4.3. The Client undertakes to inform Arendt Services without delay of any subsequent change regarding the ultimate beneficial owner(s) of the Company 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 Arendt Services with the relevant documentation.

4.4. The Client undertakes to inform Arendt Services without delay of any change in the Articles of Association, its shareholders and corporate bodies and to provide Arendt Services with the relevant documents.

4.5. The Client undertakes that the Client and the Company have complied with all tax obligations within and outside of Luxembourg, and that any transactions that the Company undertakes shall be compliant with any tax laws and regulations within and outside of Luxembourg.

4.6. The Client hereby undertakes that the funds directly or indirectly allocated to the Company do not have a criminal origin of whatever nature, and in particular do not constitute the proceeds of money laundering, terrorism, tax fraud.

4.7. The Client undertakes that the benefits derived from the Company will not be used for terrorist financing.

5. SERVICES

5.1. The Services to be performed by Arendt Services shall only be those covered by the Agreement.

5.2. Arendt Services has the right to change the composition of the team in charge of the Services.

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

5.4. The performance of any Services by Arendt Services is subject to the fulfillment by the Client and/or the Company of the obligations contained in articles 4 and 6 of the General Terms and Conditions.

6. OBLIGATIONS OF THE CLIENT AND/OR THE COMPANY

The Client and/or the Company undertake:
6.1. to comply strictly with legal and administrative regulations in force during the performance of the Agreement in Luxembourg or abroad;

6.2. 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 Articles of Association or any other provisions and/or regulations applicable to the Company whether in the Grand Duchy of Luxembourg or abroad;

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

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

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

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

6.7. to give its instructions to Arendt Services only in written form (letter, fax, email), the Client and/or the Company bearing the burden of proof that such communication has been received. However, Arendt Services 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 law or administrative regulations in force during the performance of this Agreement in Luxembourg and abroad, or (ii) to the Agreement.

6.8. to cooperate without reserve with Arendt Services and provide it, in due time, with all the information required to enable Arendt Services to comply with its obligations under Luxembourg law, the Agreement and the present General Terms and Conditions.

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

7. OBLIGATIONS OF ARENDT SERVICES

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

7.2. Arendt Services will keep with care the documents of the Company. Arendt Services is authorized to store all books, registers, contracts or other documents belonging to the Company in paper form and/or electronically. Arendt Services 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.

8. FEES

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

8.2. Fees for the Services to be performed by Arendt Services shall be determined in the Agreement.

8.3. 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 5% of our 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 your 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, Arendt Services is entitled to increase its fees and hourly rates from time to time. Such modifications will be notified to the Client and/or the Company one month before implementation. The adjustments resulting from the Luxembourg cost-of-living index will be applied automatically without prior notification.

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

8.5. In case the relationship between the Company and/or the Client and Arendt Services starts during the course of the year:

- Flat Fees shall be due upon receipt of the first invoice and will be adjusted on a pro-rata basis starting from the 1st day of the month of the Effective Date. No adjustments will be made on Flat Fees paid on the month of January of the year during which the relationship comes to an end.

- Minimum Annual Fees are due and are payable in full irrespective of the date of the start of the relationship and are invoiced upon the start of the relationship and each 1st of January thereafter. Would the relationship between the Company and/or the Client and Arendt Services start within three months from the end of the first calendar year (i.e. as from October 1st), the Minimum Annual Fee will cover this shorter period and the subsequent calendar year (i.e. a maximum of 15 months). No adjustments will be made on Minimum Annual Fees paid on the month of January of the year during which the relationship comes to an end.

- Responsibility Fees are due and are payable in full irrespective of the date of the start of the relationship and are invoiced upon the start of the relationship and each 1st of January thereafter. No adjustments will be made on Responsibility Fees paid on the month of January of the year during which the relationship comes to an end.

8.6. 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 Company and/or the Client. Invoices will be issued on the basis of work in progress. Minimum Annual Fees paid by the Company and/or the Client will be taken into account in the following invoices relating to services provided during the same calendar year.

9. PAYMENT TERMS AND CONDITIONS

9.1. 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 Arendt Services 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 and/or the Company shall be borne by the Client and/or the Company.

9.2. Invoices issued for the performance of the Services are payable within the term specified in the invoice or in the Agreement. If no term of payment is mentioned on the invoice or in the Agreement, then payment shall be made within thirty (30) days after the date of the issuance of the invoice. In case of non-payment within the term as defined above, interest will be charged as provided for by the law of 18 April 2004, as amended, relating to payment periods and interest for late payment which has implemented the Directive 2000/35/EC of the European Parliament and of the Council of 29 June 2000 on combating late payments in commercial transactions.

9.3. Should the invoices remain unpaid, article 13 will apply.

9.4. 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 and/or the Company shall not be discharged of their obligation to make the payment in full and the fees shall remain payable by the due date.

9.5. Arendt Services is entitled to retain all the Client’s and/or the Company’s papers and documents until all amounts due or accrued have been paid.

10. TAXES

10.1. All prices are exclusive of any taxes and the Client and/or the Company 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.

10.2. The Client and/or the Company agree to indemnify Arendt Services if, for any reason, Arendt Services has to pay any such taxes.

11. LIMITATION OF LIABILITY

11.1. Arendt Services and/or its employees will perform the Services with due care. Arendt Services 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, willful misconduct or fraud.

11.2. All liabilities in case of gross negligence, willful misconduct or fraud of Arendt Services and/or its employees shall be limited to the amount paid out, if any, under Arendt Services’ professional liability insurance policy in the matter concerned, plus the amount of the own risk deductible that is not for the account of the insurers under the policy conditions in the matter concerned. 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 Arendt Services and/or its employees shall be limited to five times the amount of the total fees charged by Arendt Services in the relevant matter.

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

11.4. In case Arendt Services requests the advice and/or assistance of a third party in order to perform a Service, Arendt Services and/or its employees shall not be held liable for any acts or omissions of this third party. The Client and/or the Company authorise Arendt Services to accept any limitation of liability of third parties on its behalf.

11.5. The Client and/or the Company hereby undertake to hold harmless and indemnify Arendt Services, 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 Arendt Services in consequence of any fraud, gross negligence, wilful misconduct of any kind or breach of any term of the Agreement and the present General Terms and Conditions by the Client and/or the Company including their employees or officers.

12. FORCE MAJEURE

12.1. 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.

12.2. 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.

12.3. Force Majeure shall under no circumstances discharge the Client and/or the Company from their obligation to pay the amounts due to Arendt Services pursuant to the Agreement.

13. DURATION AND TERMINATION

13.1. The General Terms and Conditions 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 Arendt Services and the Company.

13.2. The General Terms and Conditions may be terminated only at the time of the cancellation of the Agreement entered into by the Company and Arendt Services. They shall remain effective until termination by one of the Parties, subject to the cancellation notice period applicable

13.3. The Agreement is entered into for an unlimited period of time. It shall be terminated subsequent to the notification by one of the Parties to the other of its intention to terminate the Agreement. Two months’ notice in writing by registered mail is to be given by the Party who intends to terminate the Agreement to the other Party. If Arendt Services terminates the Agreement, the registered mail shall be addressed to the Client and the Company and to any person designated by the Client as addressee for any mail related to the Company.

13.4. The law obliges Arendt Services 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 and/or the Company.

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

- Non-compliance by either Party with its legal and/or regulatory and/or statutory obligations;

- Non-compliance by either Party with its contractual obligations as described in the Agreement;

- Failure by the Client and/or the Company to pay invoices and/or reimburse expenses;

- Change of the object of the Company and/or of the composition of the shareholders and/or of the corporate bodies and/or of the beneficial owners without written notification by the Client and/or the Company to Arendt Services;

- Failure by the Client and/or the Company to inform Arendt Services of the existence of legal proceedings or any other facts that might have adverse effects on the Company’s reputation.

13.6. In case of termination by Arendt Services for serious misconduct of the Client and/or the Company, the relevant registered mail shall be addressed to the Client and/or the Company or to any person designated by the Client as addressee for any mail related to the Client and/or the Company. If the delivery of such registered mail fails for whatever reason, the termination of the Agreement shall nevertheless become effective at the date where the Client and/or the Company or the addressee should have normally received it.

13.7. Once amounts due to Arendt Services are paid, Arendt Services will return all books, registers, contracts and other documents belonging to the Company to the Company and/or the Client.

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

13.9. Arendt Services shall be entitled to retain all documents belonging to the Client and/or the Company at the expenses of the Client and/or the Company until full settlement of the sums owed to Arendt Services by the Client and/or the Company.

14. INTELLECTUAL PROPERTY RIGHTS

14.1. Arendt Services is the owner or the licensee of (i) its name, logo, domain names, used or appearing on its documents and website (ii) any intellectual property rights in connection with its name, logo and/or Services (“Intellectual Property Rights”).

14.2. The Client and/or the Company agree not to copy or use the name, domain name and/or the Intellectual Property Rights in any manner, without the prior written consent of Arendt Services.

14.3. All documentation belonging to Arendt Services is subject to copyright and may not be copied or reproduced without its written consent.

15. DATA PROTECTION

15.1. Arendt Services acting as data controller:

15.1.1. In the context of this Agreement, when Arendt Services is acting as data controller as defined by 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”), it undertakes and commits to process any personal data related to the Company in accordance with the Data Protection Laws.

15.1.2. The Client and/or the Company are hereby informed and acknowledge that Arendt Services will collect, store and process the personal data of the Data Subjects (as defined below), by electronic or other means, required to enable Arendt Services to provide the Services and to comply with Arendt Services’ legal obligations. Such personal data includes (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 and/or for the Company: 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 Arendt Services (the “Personal Data”).

15.1.3. The Client who is a legal entity and the Company undertake and guarantee to process the Personal Data and to supply such Personal Data to Arendt Services 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 and/or the Company with fulfilling their obligations under the Law of 13 January 2019 on the register of beneficial owners.

15.1.4. Arendt Services 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, Arendt Services’ 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 Arendt Services and/or assisting the Recipients in fulfilling their own legal obligations.

Where the Recipients are located outside the EEA in a country which does not ensure an adequate level of protection for personal data, Arendt Services will enter into legally binding transfer agreements with the relevant Recipients in the form of the EU Commission’s approved model clauses. 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. 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 Arendt Services or, where the Recipients disclose the Personal Data to the Sub-Recipients and where relevant, to the Recipient.

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 Arendt Services or as distinct data controllers (when processing the Personal Data for their own purposes, namely fulfilling their own legal obligations). Arendt Services 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 to foreign tax authorities.

15.1.5. 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 email to dpo@arendtservices.com or by sending a letter addressed to the data protection officer of Arendt Services 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: 1, Avenue du Rock’n’Roll, L-4361 Esch-sur-Alzette, Grand Duchy of Luxembourg; or with any competent data protection supervisory authority in their EU Member State of residence.

15.1.6. The Data Subjects acknowledge that they have read Arendt Services’ privacy notice that is available on Arendt Services’ website and attached hereto.

15.1.7. Arendt Services will not use the Data Subjects’ Personal Data for marketing purposes.

15.1.8. Arendt Services 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.

15.2. Arendt Services acting as data processor:

15.2.1. The Client and/or the Company acting as controllers instruct(s) Arendt Services to collect, store and process Personal Data as processor for the provision of the Services. Unless prior written authorization of the Client and/or the Company has been obtained, Arendt Services shall only process the Personal Data as processor for such purposes. Personal Data shall be retained for the duration of this Agreement and after its termination to the extent permitted by applicable law or regulation.

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

Arendt Services may also act as controller where processing Personal Data independently for compliance with its own needs or obligations under applicable laws. The remainder of the provisions of this clause however only applies where Arendt Services processes Personal Data as processor.

15.2.2. Arendt Services, taking into account the nature of processing and the information available to it, shall assist the Client and/or the Company 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 and/or the Company in ensuring compliance with the obligations under the Data Protection Laws.

15.2.3. When processing Personal Data as data processor, Arendt Services will act only on documented instruction from the Client and/or the Company, including with regard to transfers of the Personal Data to a third country or an international organisation, unless required to do so by European Union or member state law to which Arendt Services is subject. In such case, Arendt Services shall inform the Client and/or the Company of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest.

15.2.4. Arendt Services shall ensure that the persons authorised to process the Personal Data are under strict professional secrecy rules under Luxembourg law.

15.2.5. Arendt Services 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 Arendt Services and/or assisting the Recipients in fulfilling their own legal obligations.

Where the Recipients are located outside the EEA in a country which does not ensure an adequate level of protection for personal data, Arendt Services will enter into legally binding transfer agreements with the relevant Recipients in the form of the EU Commission’s approved model clauses. 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. 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 Arendt Services or, where the Recipients disclose the Personal Data to the Sub-Recipients and where relevant, to the Recipient.

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 Arendt Services or as distinct data controllers (when processing the Personal Data for their own purposes, namely fulfilling their own legal obligations). Arendt Services 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 to foreign tax authorities.

15.2.6. Arendt Services shall not engage other processors, than those already mentioned in the Agreement, without prior specific written authorization of the Client and/or the Company. In case of general written authorization, Arendt Services shall inform the Client and/or the Company of any intended changes concerning the addition or replacement of other processors, thereby giving the Client and/or the Company the opportunity to object to such changes.

Where Arendt Services engages another processor for carrying out specific processing activities on behalf of the Client and/or the Company, the same data protection obligations as set out in these general terms and conditions 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.

15.2.7. Arendt Services implements all appropriate technical and organisational measures and, 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, Arendt Services 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.

15.2.8. Arendt Services shall, at the choice of the Client and/or the Company, delete or return all the Personal Data to the Client and/or the Company 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.

15.2.9. Arendt Services shall make available to the Client and/or the Company 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 and/or the Company or another auditor mandated by the Client and/or the Company.
Arendt Services shall assist the Client and/or the Company in realizing a data protection impact assessments and in any prior consultation of the competent supervisory authority by the Client and/or the Company as applicable.
Arendt Services shall immediately inform the Client and/or the Company if, in its opinion, an instruction infringes the Data Protection Laws.

15.2.10. Arendt Services shall notify the Client and/or the Company 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 Arendt Services or any of its processor. In this regard, Arendt Services shall provide the Client and/or the Company with all appropriate information relating to the breach in accordance with the Data Protection Laws. Arendt Services 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 to the other, orally or in writing, for the drafting, the signature and the performance of any Agreement.

16.2. The following shall not be deemed Confidential Information: (i) information in the public domain, (ii) information available to a Party before the Parties entered into a contractual relationship or (iii) information that a Party is authorised to disclose by a prior written notice from the other Party.

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.

16.4. Notwithstanding the above, Arendt Services 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.

17. NON-EXCLUSIVE AGREEMENT

The Client and/or the Company acknowledge and agree that Arendt Services will be able to provide the same kind of Services to other companies incorporated or to be incorporated in Luxembourg.

18. COMMUNICATIONS

18.1. Arendt Services will communicate with the Client and/or the Company by e-mail, mail, and fax. Unless otherwise notified in writing by the Client, Arendt Services will assume that the Client agrees to communicate by e-mail or fax.

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

18.3. Arendt Services may accept to receive instructions by phone only if such instructions are confirmed in writing.

19. NOTICE

All notices required to be given under these General Terms and Conditions shall be given in writing and delivered to the address of the contact persons designated in the Agreement, by registered letter with acknowledgement of receipt or by express messenger service, except if otherwise indicated in the General Terms and Conditions or in the Agreement. Notices shall be deemed given where personally delivered or on the date of first presentation of the letter to its recipient. Arendt Services may always state additional requirements concerning communication between the Parties or legal acts via e-mail or facsimile.

20. AMENDMENT

Any variation, modification or amendment to these General Terms and Conditions shall be deemed valid once received by the Client and/or the Company and if the latter tacitly accepts them. The Client is considered to have tacitly accepted the modification or amendment if Arendt Services does not receive, within thirty (30) days as from the sending of the amendment or modification, a letter from the Client and/or the Company refusing such modification or amendment to the General Terms and Conditions.

21. SEVERABILITY

21.1. In case one or more provisions of these General Terms and Conditions 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.

21.2. 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 General Terms and Conditions and/or Agreement.

22. INTERPRETATION

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

22.2. The headings of the clauses of these General Terms and Conditions 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 General Terms and Conditions and/or the Agreement shall not affect or restrict such Party’s rights and powers arising under these General Terms and Conditions and/or the Agreement.

24. NON-SOLICITATION

During the term of the Agreement or for a period of eighteen (18) months immediately afterwards, the Client and/or the Company will not directly or indirectly induce or seek to induce any employee of Arendt Services 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 Arendt Services.

25. ASSIGNMENT

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

25.2. The Client and/or the Company may not, without the prior written consent of Arendt Services, assign, transfer, charge or deal in any other manner with these General Terms and Conditions and/or the Agreement or any of its rights under these General Terms and Conditions and/or the Agreement, or purport to do any of the same, nor sub-contract any or all of its obligations under these General Terms and Conditions 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 Company or (ii) in the right to determine the composition of the majority of the board of directors (or any other management body) of the Company, in each case whether by virtue of ownership of share capital, contract or otherwise.

26.2. In case of Change of Control of the Company, the Client and/or the Company shall hereby inform Arendt Services of such Change of Control and shall comply with all the requirements of clause 4 of the General Terms and Conditions.

26.3. Arendt Services will be able to terminate, immediately without prior notice and without justification, these General Terms and Conditions and the Agreement following such Change of Control.

27. SURVIVAL

In case of termination of the General terms and Conditions, the clauses of the present General Terms and Conditions, in particular articles 4, 6, 8, 9, 11, 14, 15, 16 and 23 which are expressed or implied to continue after termination or expiration shall survive to the termination.

28. GOVERNING LAW AND JURISDICTION

28.1. These General Terms and Conditions 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 General Terms and Conditions and the Agreements shall be submitted to the exclusive jurisdiction of the courts of Luxembourg, Grand Duchy of Luxembourg.