1. Definitions and Interpretation

1.1 In these Terms and Conditions the following words shall have the following meanings:

“Appointees” means and includes any individual or company who as part of the Services shall act as a director or other officer, secretary, trustee, protector, enforcer, nominee, partner, manager, signatory, shareholder or Registered Agent of the Managed Entity;

“Authorised Person” means the person who is authorized by the Client for and in his name and on behalf to give instructions and/or directions to the PAPER ROCK as if these were given by the Client himself and who is indicated in the Authorisation Letter hereby attached as Schedule 1;

“PEP” means and individual who is or has been entrusted with prominent public functions and members of his immediate family, or persons who are known to be close associates of such individuals.

“Business Day” means a day on which the PAPER ROCK is ordinarily open to carry on business;

“Cyprus Companies Law” means the Cyprus Companies Law, Cap.113.

“Cyprus” means the Republic of Cyprus.

“Client” means the beneficial owner and/or his Managed Entity to whom the PAPER ROCK provides the Services;

“Data Protection” means the Law providing for the Protection of Natural Persons with regard to the Processing of Personal Data and for the Free Movement of such Data of 2018 (Law 125(I)/2018) The law was adopted for the effective implementation of certain provisions of the Regulation (EE) 2016/679 (“GDPR”) 2016.

“Directors” means the Directors of the Managed Entity as these are provided from time to time by the PAPER ROCK.

“CBA” means the Cyprus Bar Association which is the regulatory authority of the PAPER ROCK.

“Employees” means and includes the directors, other officers, consultants, partners and staff (as appropriate) of the PAPER ROCK.

“Fee Schedule” means the attached Schedule of Fees issued by the PAPER ROCK and in effect from time to time for the provision of any or all of the Services which may be varied in accordance with the variation clause in these Terms and Conditions.

“Instructions” means any communication, confirmation, instruction, notice or request given in writing by the Client or any other authorized person of the Client;

“Managed Entity” means ……………………………………………………………………………………………. and any entity(ies) owned by the Managed entity in respect of which services are provided under the Terms and Conditions.

“Registrar” means Department of Registrar of Companies and Official Receiver in Cyprus.

“PAPER ROCK” means PAPER ROCK Management Limited, along with any affiliated or associated company and each of its employees, agents, officers and servants from time to time who are engaged in providing the Services worldwide;

Services: this includes but not limited to the provision of nominee services, registered office, secretarial services, administration and banking services, consultancy, tax and formation of companies.

“Ultimate Beneficial Owner” means the natural person or persons who ultimately owns, holds or controls directly and indirectly the Managed Entity.

1.2 References to these Terms and Conditions shall include the current version or any other version as amended from time to time.

2. Remuneration and Expenses

2.1 The PAPER ROCK shall be entitled to (a) remuneration in accordance with the Fee Schedules; (b) be reimbursed for all disbursements and expenses incurred by it in providing the Services; (c) remuneration as otherwise agreed in writing between the PAPER ROCK and the Client and (d) reasonable fee by reference to the amount of time spent by the PAPER ROCK and the level of expertise of the persons involved in rendering the Services, in respect of additional services not detailed in any Fee Schedule and not otherwise agreed between the Client and the PAPER ROCK.

2.2 Any estimate of the PAPER ROCK’s fees is given only as a guide on the basis of the information then known to it and may not be regarded as a fixed quotation unless otherwise agreed. The PAPER ROCK will endeavour to revise an estimate if it becomes clear that the level of charge is likely to be substantially different to the estimate.

2.3 The Client hereby guarantees the due payment of all fees, remuneration, disbursements and expenses payable under these Terms and Conditions or under any other agreement or arrangement between the Client and the PAPER ROCK may have a claim under this guarantee.

2.4 The PAPER ROCK shall not be responsible for any late payment obligations of the Managed Entity of government fees penalties for which the Company may be liable as a result of delayed payment by or on behalf of the Managed Entity whatsoever reason.

2.5 Any Invoice/s issued, by the Services Provider for the Services rendered to the Managed Entity will be settled immediately. Where any invoices are not paid within 60 days after the date of the invoice, an interest of 8% shall be applied and the PAPER ROCK may refuse to provide any further services to the Managed Entity until all outstanding amounts are settled. The PAPER ROCK also reserves the right to rescind and forfeit any discounts or preferential fee arrangements which otherwise applied to the relevant invoice and re-invoice at the full amount which otherwise would be payable.

2.6 Where a bank account is in operation, and the Appointee is an authorized signatory, the PAPER ROCK further reserves the right to pay bills, statements or other obligations of the Client by debiting its bank account(s) and this right shall include settlement not only of the invoices of the PAPER ROCK, but also the payment of all duties, taxes, fees, levies and expenses claimed by the authorities of the jurisdiction of incorporation of the Client.

2.7 In the event of non-payment of all or any part of the fees, disbursements or expenses due to the PAPER ROCK or which the PAPER ROCK is liable to pay on the Client’s or Managed Entity’s behalf, then the PAPER ROCK shall have a lien over, or the right not to release from its possession or control, all or any documents or assets, including assets held on the Client’s or Managed Entity’s behalf or to the Client’s or Managed Entity’s order or on behalf of or to the order of any company or other body in common ownership as the Client or otherwise connected or affiliated to the Client in any manner, until such time as all such fees, disbursements and expenses due and payable are discharged. For avoidance of doubt, this lien shall apply to all documents, property and assets held in relation to the matter in respect of which fees, disbursements, expenses or liability have been incurred and in relation to any other matter whatsoever relating to the Client.

2.8 Furthermore, if the PAPER ROCK should cease to act for the Client, a final invoice will be submitted and the PAPER ROCK reserves all rights to exercise the right of lien as aforesaid over all documents, property and assets held on the Client’s or Managed Entity’s behalf or in relation to the Client or Managed Entity until such time as the final invoice is discharged in full. The PAPER ROCK further reserves the right to resign from all posts and notify the Client. In such a case and if for more than seven days from the date of the resignation letter, the Client fails to indicate another person or entity who will be appointed as the Managed Entity’s Director and/or Secretary, the Client hereby accepts, instructs and authorizes the PAPER ROCK to appoint himself as the Managed Entity’s Director and/or Secretary and to take such steps as may be necessary and/or advisable in order to give effect to this appointment.

3. Client Warranties, Undertakings, Covenants and Compliance Obligations

3.1 In consideration of the PAPER ROCK undertaking to provide the Services, the Client warrants, undertakes and covenants that:

(a) Any and all assets introduced or caused to be introduced to the Managed Entity are from lawful sources, have been lawfully introduced, are not illegal and are not derived from or otherwise connected with any illegal activity and that they are the lawful property of the person or entity introducing the asset and they are not deemed to be unlawful in their country of origin or in the country of destination or in the Republic of Cyprus especially within the meaning of the Laws applicable from time to time to Money Laundering, Drug Trafficking and the Prevention of Terrorism;

(b) The Managed Entity will not be engaged or involved directly or indirectly in any unlawful activity or be used for any unlawful purpose;

(c) The Client will keep the PAPER ROCK adequately informed as to all business to be transacted in the name of or for the account of the Managed Entity and the Client will respond in a timely way to any reasonable enquiry from the PAPER ROCK to ensure that the Managed Entity is run in a proper manner and complies with all applicable laws and regulations;

(d) The Managed Entity will not undertake any activities which will require a license, consent or approval in any jurisdiction without first obtaining such license, consent or approval or which will breach any conditions contained in any such license, consent or approval;

(e) Instructions or requests or advice given to the PAPER ROCK will not contain any falsehood and if acted upon will not require or involve any unlawful act and that all information given to the PAPER ROCK will be accurate and not misleading;

(f) The Client shall procure that the Managed Entity complies with all filing requirements in any applicable jurisdiction and that all taxes and governmental dues payable by the Managed Entity are discharged;

(g) The Client has never been declared bankrupt or insolvent;

(h) The Client shall provide such information as the PAPER ROCK may in its discretion require in order to comply with all applicable laws and regulations (including “know your customer” requirements) and to provide the Services;

(i) The Client shall disclose or procure the disclosure to the PAPER ROCK, on request, of any and all information concerning the Managed Entity or its business;

(j) The Client shall keep the Managed Entity in funds at all times sufficient to honour its liabilities as and when they become due;

(k) The Client shall notify the PAPER ROCK before alienating, assigning, selling, pledging or otherwise disposing of or encumbering any part of the Client’s interest in the Managed Entity;

(l) the Client will immediately upon becoming aware thereof, notify the PAPER ROCK of:

(i) any event which could be reasonably foreseen to have a material effect on the Managed Entity or its assets or activities (including, without limitation, any act evidencing the insolvency of the Client or commencing its liquidation, winding up or dissolution) or upon the PAPER ROCK’s willingness to continue to provide the Services;

(ii) any actual or threatened litigation in any jurisdiction or any actual or threatened investigation by any judicial or regulatory authority and any progress thereof, and it shall promptly provide such information as the PAPER ROCK may, in its discretion, require in respect thereof;

(m) The Client will assume full and complete responsibility for any decision or action taken which may at any time be taken by the PAPER ROCK, the Appointees or Employees, in furtherance or in execution of any Instructions received from the Client.

(n) The Client shall promptly inform the PAPER ROCK of any corporate action, changes to the Directors, Officers or Ultimate Beneficial Owners, changes to the constitutional documents or agreements or the creation of any charge, mortgage or other security interests over its assets or property and shall promptly supply to the PAPER ROCK all such information and documents in connection therewith as many be requested by the PAPER ROCK from time to time in order to assist the Managed Entity and the PAPER ROCK in complying with their respective obligations under the laws of Cyprus.

3.2 The Client undertakes to notify the PAPER ROCK in writing in case he knows or has reasonable cause to believe that the Managed Entity or any member, director, officer or ultimate beneficial owner is or becomes a PEP or he knows or has reasonable cause to believe that any member, director, officer, ultimate beneficial owner is subject to or affected by applicable sanctions or other restrictions.

3.3 The Managed Entity shall supply the PAPER ROCK any such information and documents as requested by the PAPER ROCK to fulfill its obligations under all applicable laws and regulations relating to the prevention of money laundering, terrorism financing, financial crime or breaches of international sanctions or other laws and regulations applicable to the Managed Entity or the PAPER ROCK.

4. Indemnity

4.1 The Client and the Managed Entity shall at all times indemnify (on a full indemnity basis) to hold the PAPER ROCK, the Employees, the Appointees and their heirs, successors, assignees and personal representatives and each of them, as the case may be, harmless and to indemnify them to the greatest extent permitted by law from and against all liabilities, obligations, losses, damages, penalties, claims, actions, suits, proceedings, claims, costs, demands, disbursements of any kind (including legal fees and expenses), expenses and liabilities whatsoever (or actions, investigations or other proceedings in respect thereof) which may arise or accrue or be taken, commenced, made or sought from or against them in connection with the Managed Entity or arising from the provision of the Services or any of them and will reimburse them for all costs and expenses and any interest in any amount paid by the PAPER ROCK to third parties (including legal and other professional fees).

4.2 This indemnity will not extend to any actions, losses, suits, proceedings, costs, claims, damages, demands, disbursements, expenses and liabilities which may arise or accrue or be taken, commenced, made or sought from or against any of the PAPER ROCK, the Employees, the Appointees or their heirs, successors, assigns and personal representatives in respect of any fraudulent or grossly negligent act or omission or willful misconduct of such company or person. This indemnity shall continue in force without limit in time, whether or not the PAPER ROCK is continuing to provide the Services, and without prejudice to any other indemnity given in the PAPER ROCK‘s favour.

4.3 On the cessation by either the PAPER ROCK or the Appointees of the whole or any part of their duties, the Client undertakes that the indemnities referred to in Clause 4.1, 4.2 and 4.3 remain valid in the absence of fraud or gross negligence or willful misconduct on the part of the party seeking to enforce the indemnity.

4.4 The Client will indemnify and keep indemnified the PAPER ROCK and/or its Appointees and/or its Employees against all costs, charges, expenses, loss or damage which they may incur or be liable to pay or sustain by reason of executing any Powers of Attorney upon the Client’s request and by reason of the Attorney carrying out the powers and authorities conferred upon him by virtue of any Power of Attorney.

4.5 The Client will indemnify and keep indemnified the PAPER ROCK and/or its Appointees and/or its Employees against all costs, charges, expenses, loss or damage which they may incur or be liable to pay or sustain by reason of appointing signatories to the bank account/s of the Managed Entity upon the Client’s request.

5. Instructions

5.1 The PAPER ROCK may rely and act upon Instructions given by the Client or by the Authorised Person of the Client as this is mentioned on the Authorisation Letter, which is hereby attached as Schedule 1.

5.2 The Client may at any time amend the list of Authorised Persons with written notice to the PAPER ROCK.

5.3 No other person, except those persons listed on the Authorization Letter of Schedule 1 may be considered as an Authorised Persons of the Client for the purposes of this Terms and Conditions.

5.4 Where the PAPER ROCK does not believe that the person giving Instructions is duly authorised or where the PAPER ROCK is given Instructions that it believes are unclear or contradictory, it may refuse to act upon such Instructions until it receives evidence to its satisfaction as to the Instructions or the person giving Instructions and none of the PAPER ROCK, the Appointees or the Employees shall incur any liability for such refusal to act.

5.5 None of the PAPER ROCK, the Appointees or the Employees shall incur any liability (a) for their failure to comply with any Instructions which are incomplete, ambiguous or contain errors; or (b) for the non-receipt of any Instruction, written or otherwise; or (c) by reason of any failure or lack of availability of the PAPER ROCK‘s computer systems or communication systems or in respect of any failure of any product used by them or their suppliers or suppliers to the Managed Entity to accurately handle date related data or perform date related functions.

5.6 The PAPER ROCK shall provide the Services with reasonable skill and care and shall deal with and act upon Instructions in a reasonably timely manner and undertakes to use reasonable endeavours to do so.

5.7 If work which the PAPER ROCK has undertaken for the Client or Managed Entity does not proceed to a conclusion or if the Client or Managed Entity withdraws its Instructions, the PAPER ROCK will charge for all work done up to the point the matter becomes abortive together with all costs, disbursements and expenses paid on the Client’s or Managed Entity’s behalf. In such circumstances the PAPER ROCK will also charge for work done and all costs, disbursements and expenses associated with the orderly termination or the transfer of such work to another professional adviser, if applicable.

5.8 If (a) any demand is made against the Managed Entity for payment of any sum due including, without limitation, any taxes, duties, fees or other governmental or state impositions and such payment has not yet been made; or (b) the PAPER ROCK has not been able to obtain Instructions from the Client in circumstances where, in the PAPER ROCK’s opinion, Instructions are required in order to take action that it considers necessary; or (c) the PAPER ROCK has received Instructions from the Client or any authorised person which, in the PAPER ROCK’s opinion, are or may be illegal or contrary to the interests of the Client and/or the Managed Entity or which may lead to any of the PAPER ROCK, the Appointees or the Employees incurring personal liability, then the PAPER ROCK may, as it deems necessary, take such action on behalf of the Managed Entity as it thinks fit.

6. Client Identity Information and Verification

6.1 The PAPER ROCK is and/or may be required by Anti-Money Laundering regulations to obtain information and documentation to identify and verify the identity of the Client and certain persons interested under an arrangement or who may benefit from it or who have directly or indirectly contributed assets to a Managed Entity or who are connected to the Managed Entity, and to identify the source of assets introduced to a Managed Entity and the source of wealth from which such assets derive, unless an exemption is available. If such information and documentation is not made available when required and/or not in a form acceptable to the PAPER ROCK then the PAPER ROCK may, without liability, terminate its services with immediate effect. The time at which such information and documentation is required and the form in which it shall be delivered to the PAPER ROCK shall be determined by the PAPER ROCK in its absolute discretion subject to the applicable regulations.

7. Confidentiality

7.1 It is agreed between the Client and PAPER ROCK that neither party shall, at any time, disclose to any third party and shall treat as confidential, any information relating to their respective relationship, transactions, business, finances and/or other matters of the other party which such party has obtained as a result of its relationship with the other party under these Terms and Conditions, except in cases where the information is or was:

(a) Already known to the recipient from a source other than the other party without any obligation of confidentiality;

(b) In the public domain or become public knowledge otherwise than as a result of the unauthorized or improper conduct of the disclosing party;

(c) whose disclosure is required by law or by court order or by any governmental authority, provided that any such disclosure is restricted to that which is strictly necessary;

(d) disclosed for business purposes to affiliates, professional advisors, service providers, agents or insurers, engaged by one of the parties, who receive the same under a duty of confidentiality;

(e) lawfully received by the PAPER ROCK from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;

(f) disclosed with the consent of the other party (including any consents contained under these Terms and Conditions).

7.2 The client and its representatives shall ensure that any confidential information provided to the PAPER ROCK in relation to the client and/or the Managed Entity and/or any other entity in the ownership structure is provided with the consent of them, for which the disclosing party will be responsible for obtaining.

7.3 The provisions of this Clause shall remain in full force and effect notwithstanding the Terms and Conditions ceasing to apply.

8. Exclusion of Liability

8.1 None of the PAPER ROCK, the Client, the Managed Entity, the Appointees or the Employees shall be held liable for any failure or delay in the performance of its obligations in connection with the Services arising out of or in connection with circumstances beyond its reasonable control (including, without limitation, acts of God, civil or military disturbances, outbreaks of war and/or pandemics, acts of terrorism, natural disaster, sabotage, riots, strikes, industrial actions, loss or malfunction of utilities, computer or communication services, errors, omissions, distortions, interruptions, delays in transmissions or deliver of post or communications in any medium or format, act of government or any other authority, accidents, labour disputes or any power, telecommunications or computer failure).

8.2 The PAPER ROCK shall be under no duty or obligation whatsoever to the Client or the Managed Entity or any other person in circumstances where the fulfillment of that duty or obligation may (as determined by the PAPER ROCK in its own absolute discretion) involve the PAPER ROCK in the commission of a criminal offence or make the PAPER ROCK liable as constructive trustee to any third party as a result thereof.

8.3 The PAPER ROCK does not accept any responsibility for any deeds or documents held in safe custody that are damaged or lost as a result of theft, fire or water damage, in the absence of gross negligence or willful misconduct.

8.4 The PAPER ROCK does not accept any responsibility for the acts or omissions of any holder of any power of attorney with respect to the Managed Entity.

8.5 The provisions of this clause are without prejudice to any other limitation of liability or indemnity given in favour of the PAPER ROCK, the Appointees or the Employees and shall remain in full force and effect notwithstanding termination of the Services.

9. Termination

9.1 The PAPER ROCK may terminate the Services and discontinue providing them by giving 60 calendar days’ written notice to the Client.

9.2 The Client may terminate the Services offered by the PAPER ROCK by giving 60 calendar days’ written notice to the PAPER ROCK.

9.3 The PAPER ROCK may discontinue providing the Services with immediate effect if invoices issued are not settled by the Client within a period of 60 calendar days from the date of issue.

9.4 The Services may be terminated with immediate effect by notice in writing by either the PAPER ROCK or the Client, in the event that:

(a) any other party commits breach of any regulatory law applicable to it or is subject to any international financial sanction or is otherwise designated as a person with who PAPER ROCK is prohibited from dealing; or

(b) If the Managed Entity is in material breach of its obligations under this Terms and Conditions or under any other agreement between the parties; or

(c) any other party goes into liquidation (except for the purpose of a bona fide solvent amalgamation or re-organisation), is declared bankrupt, a bankruptcy petition is presented against it.;

9.5 The PAPER ROCK, its Employees and Appointees shall be entitled to resign from all positions they hold in the Managed Entity or by written notice to the Client terminate the Services with immediate effect in the event that any legal proceedings are commenced against the Client (including, for the avoidance of doubt, any injunctions or investigations).

9.6 Termination shall be without prejudice to any rights or liabilities of any party either arising prior to termination or arising in respect of any act or omission occurring after termination.

10. Data Protection

The PAPER ROCK will comply with the applicable Data Protection Law in relation to any personal data shared under these Terms and Conditions; That Personal Data (any information relating to an identified or identifiable natural person) is processed fairly and lawfully and in accordance with Data Protection Law. Our privacy policy explains as to how we collect and process the personal data and provides more information in this respect. Details of how we use personal data can be found here.

In the course of this Terms and Conditions and in relation to the services you have engaged the PAPER ROCK, the PAPER ROCK may be acting as a data controller and from time to time as a data processor. The Client agrees that the PAPER ROCK may process personal data, including special category of personal data, when (i) providing the services; (ii) providing with information about the PAPER ROCK and the range of its services; and (iii) complying with any requirement of law, regulation or a professional body of which the PAPER ROCK is a member or to any governmental authority and (iv) may share personal data with other subcontractors in relation to the performance of its Services under this Terms and Conditions.

The Client will ensure that the processing of personal data by the PAPER ROCK for the provision of the Services will not place the PAPER ROCK in breach of any applicable law, regulation, directive, court or authorities decisions and so forth. The Client represents that when providing to the PAPER ROCK with Personal Data of any individual other than himself/herself, such persons whose Personal Data are provided have been informed of and have given their consent (as may be necessary) to such collection and processing of their Personal Data on the terms contained on our Privacy Policy.

11. Variation

The Managed Entity acknowledges and agrees that the PAPER ROCK may, in its sole discretion, at any time and from time to time, change and amend these Terms and Conditions as well as the Fee Schedule without the prior consent of the Managed Entity and/or the Client. In the event that the PAPER ROCK does so, it will be at its discretion whether or not to notify the Managed Entity, and/or the Client depending on the extent of the amendments. The Managed Entity and/or the Client acknowledges and agrees to be bound by any current version of these Terms and Conditions and Fee Schedule at all times that all previous versions shall be superseded by the current version.

12. Assignment

12.1 The PAPER ROCK may assign or transfer the whole or any part of its rights and benefits under the Terms and Conditions, upon the written consent of the Authorized Person. For the purpose of any such assignment or transfer, the PAPER ROCK may disclose information about the Client and the Managed Entity to any prospective assignee or transferee, provided that the PAPER ROCK shall use its reasonable endeavours to procure that such prospective assignee or transferee is placed under an obligation of non-disclosure equivalent to that in Clause 7.

12.2 The Client shall not assign or transfer all or any part of its rights, benefits and/or obligations under the Terms and Conditions.

13. Severability

13.1 If at any time one or more of the provisions of the Terms and Conditions becomes invalid, illegal or unenforceable in any respect, that provision shall be severed from the remainder and the validity, legality and enforceability of the remaining provisions of the Terms and Conditions shall not be affected or impaired in any way.

14. Notices

14.1 Any notice required to be given hereunder shall be in writing addressed to the party concerned at its address from time to time notified to the other for the purpose, failing which the registered office or the last known usual address of such party.

14.2 For this purpose, any notice (a) delivered personally shall be deemed to have been given at the time of such delivery; (b) sent by ordinary post shall be deemed to have been given at the expiration of 7 Business Days after posting; (c) sent by e-mail shall be deemed to have been given at the expiration of 24 hours after it was sent and (d) sent by fax shall be deemed to have been given at the expiration of time of 24 hours after it was sent.

15. Client Correspondence

The PAPER ROCK is authorized in its absolute discretion to open and read all correspondence received by the PAPER ROCK on behalf of the Managed Entity. The Client shall be duly informed of any mail received by the PAPER ROCK which shall be forwarded by the PAPER ROCK with the method chosen and indicated by the Client on the Company Instruction Form of the PAPER ROCK. In the absence of such agreed method, the PAPER ROCK will use all reasonable endeavors to forward to the Client all correspondence and other communication addressed to the Managed Entity and received by the PAPER ROCK on its behalf and will forward such correspondence to the person indicated as “documents” contact person on the Company Instruction Form and in the absence of such a person, to such person that the PAPER ROCK considers most appropriate. The PAPER ROCK shall not be liable for any obligations, losses, damages, liabilities, penalties, actions, proceedings, claims, judgments, demands, costs, expenses or disbursements of any kind whatsoever suffered or incurred at any time as a result of late receipt or non-delivery of such correspondence or other communication which the PAPER ROCK receives on behalf of the Managed Entity.

16. Applicable Law and Place of Jurisdiction

The Client and the PAPER ROCK submit to the non-exclusive jurisdiction of the courts of the jurisdiction in which the PAPER ROCK is incorporated or established, as the case may be, unless the PAPER ROCK elects, at its discretion, to take proceedings within the Client’s jurisdiction of domicile or residence and the Client waives any right it may have to object to proceedings being commenced in any such jurisdiction or before any such competent court.