Register of Overseas Entities – Terms and Conditions

The UK Register of Overseas Entities services provided by us (the “Services”) are described below and are provided on the basis of these terms and conditions (these “Terms”).

Our standard terms of business (the “Standard Terms”) set out additional terms which apply to the Services. If these Terms differ from those set out in the Standard Terms, these Terms shall override the Standard Terms.

The Standard Terms include our data processing addendum. Where we process any personal data in relation to the supply of the Services, the terms of that data processing addendum shall apply.

For the purposes of these Terms, Axsuma Corporate Services Limited is “Axsuma”, you are the “Client” and the overseas entity is the “Entity”.

PART 1: THE SERVICES

1. Analysis

   1. Axsuma shall advise the Entity on which information about the beneficial ownership of the Entity needs to be captured on the UK Register of Overseas Entities (the “Analysis”). The Analysis shall be based solely on the information and documents provided to Axsuma and on Applicable Law in force at the relevant time.

   2. The Client shall provide Axsuma promptly and accurately with all such instructions, information and documents as may be necessary or required by Axsuma to provide the Analysis competently. The Client shall ensure that all such information and documents are complete, up-to-date and not misleading in any respect.

   3. Axsuma shall rely on the information and documents provided to it and shall not audit or carry out any verification of the information or documents, except to the extent expressly required as part of the Verification Services.

   4. Client’s warranties

The Client warrants that:

1. the documents and information provided to Axsuma shall be true and accurate in all respects; and

2. it has the consent of each individual in respect of whom documents and information is disclosed to Axsuma to such disclosure and, where required by Applicable Law, to the processing of that information for the purposes of the Services.

2. Verification Services

   1. Axsuma shall:

1. carry out a verification (the “Verification”) of the documents and information provided to it (together the “Information”) before the Entity makes an application for registration, compliance with its updating duty or an application for removal from the Register of Overseas Entities, as instructed by the Client; and

2. make the necessary filings at Companies House in connection with the Verification, together the “Verification Services”.

   1. Axsuma shall not be required to verify the Information if:

1. the Information provided to it is, in Axsuma’s opinion, insufficient, deficient, inaccurate, incomplete, false or is otherwise unsatisfactory in any respect; or

2. Axsuma determines that in doing so, it may be in breach of any law, regulation or government guidance applicable to the Verification Services (the “Applicable Law”); or

3. the Client fails promptly to provide any additional documents, information, confirmations or access reasonably requested by Axsuma.

   1. The Client acknowledges and accepts that, when providing the Verification Services, Axsuma:

1. does not guarantee successful Verification before or after the Information is received, nor before or after any additional documents or information requested by Axsuma is received;

2. must only carry out the Verification on the basis of Information obtained from a reliable source which is independent of the person whose identity is being verified;

3. may only accept non-standard documents in exceptional circumstances and only in compliance with Applicable Law;

4. must file a discrepancy report with Companies House, where Axsuma discovers a discrepancy with information on the UK People with Significant Control Register;

5. may take such additional steps as Axsuma may, in its discretion determine, to verify the Information provided to it, including carrying out electronic verification of the Information;

6. where any Information is not, in whole or in part, in the English language, may require that it is translated by a certified translator;

7. and is only required to verify the Information that has been provided to it; and

8. does not guarantee that Companies House will accept any filing, registration, update statement, removal application or other submission, whether or not the Verification has been completed.

   1. The Client shall:

1. provide Axsuma promptly and accurately with all such Information as may be necessary or required by Axsuma to provide the Verification Services competently and in compliance with Applicable Law. Such Information will include documents and information about the beneficial ownership of the Entity, as well as about the Entity itself and any of its managing officers;

2. promptly respond to any enquiries made by Axsuma in respect of the Information provided to it, including providing any additional documents or information that may be required by Axsuma; and

3. make the beneficial owner, managing officer or any other person reasonably required by Axsuma available in person or via video-link in order for the original document to be shown to Axsuma and to enable Axsuma to confirm that the photograph in the document is a true likeness of that person; and

4. ensure that the Entity, its beneficial owners, managing officers and any other relevant persons co-operate fully with Axsuma and with any reasonable request made by Axsuma in connection with the Verification Services.

   1. The Client warrants that:

1. the Information provided to Axsuma shall be true and accurate in all respects; and

2. it has the consent of each individual in respect of whom Information is disclosed to Axsuma to such disclosure, and for that Information to be verified.

3. Annual and Ad Hoc Services

   1. The Client acknowledges and accepts that each Entity has a duty to ensure the information that it has submitted to Companies House remains accurate and up-to-date. The Client remains solely responsible for ensuring that the Entity complies with its statutory obligations and filing deadlines at all times.

   2. Axsuma shall:

1. remind and advise the Client of the latest date on which the annual statement must be filed at Companies House; and

2. prepare and, subject to receiving the Client’s confirmation of its accuracy and the required filing fee, file at Companies House the annual statement as required by Applicable Law, together the “Annual Services”.

   1. Where the Client requests that Axsuma provides any ad hoc Services (the “Ad Hoc Services”), such as an application for removal from the Register of Overseas Entities, the Ad Hoc Services shall not form part of the Annual Services, and Axsuma shall charge for the Ad Hoc Services at its applicable rates in force at the relevant time.

   2. Where, as part of the Annual Services or the Ad Hoc Services, Axsuma is required to

1. provide an Analysis and/or a Verification, Clauses 1 and/or 2 of these Terms shall apply, as applicable; or

2. update any registered particulars,

Axsuma shall be entitled to charge for this work at its applicable rates in force at the relevant time. Axsuma may require additional information and documents to carry out such work at that time.

1. Axsuma shall have no responsibility for any failure by the Client or the Entity to provide confirmation of accuracy, filing fees, information or documents in sufficient time to enable a filing to be made by the applicable deadline.

4. Liability

   1. Axsuma’s maximum, aggregate liability for each of the Services, shall not exceed two times the aggregate fees paid in respect of the Services in the 12-month period prior to the date of the incident or occurrence giving rise to the liability, provided that nothing in these Terms shall limit or exclude liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability which cannot lawfully be limited or excluded.

   2. Axsuma shall use reasonable endeavours to adhere to any dates agreed between Axsuma and the Client for the provision of Services, however any such date is to be treated as an estimate only and Axsuma accepts no liability for failure to meet such dates.

   3. Where Axsuma delegates any of the Services to a third party, it will not affect Axsuma’s liability to the Client for the matters delegated and Axsuma shall remain responsible and liable for the acts and omissions of such third party in accordance with these Terms, subject always to the limitations and exclusions of liability set out in these Terms and the Standard Terms.

   4. Axsuma shall have no liability where it declines to provide the Services where the Client has not complied with its obligations under these Terms or where Axsuma believes that in providing any of the Services, it may be in breach of Applicable Law.

   5. Axsuma shall have no liability where the requested information and/or documents are not provided by the Client or the Entity, or they are incorrect or misleading in any respect.

   6. Except as expressly otherwise provided in this Clause 4, the liability related provisions included in the Standard Terms shall apply.

   7. Without prejudice to the foregoing, Axsuma shall not be liable for any indirect or consequential loss, loss of profit, loss of opportunity, loss of anticipated saving, loss of goodwill, or loss arising from delay, refusal, rejection or amendment by Companies House, except to the extent such exclusion is prohibited by law or inconsistent with the Standard Terms.

PART 2: THE FEES

1. Analysis and Verification

Axsuma’s fees for the Analysis and/or Verification will be dependent upon the complexity of the beneficial ownership structure of the Entity and its risk profile.

Axsuma may, however, require a payment before commencing the Analysis and/or Verification (the “Initial Fee”) and will notify the Client of this Initial Fee. The Initial Fee is the minimum amount that Axsuma will charge and it therefore reserves the right to increase it to reflect the Entity’s complexity and risk profile. Axsuma will notify the Client should it need to increase in the Initial Fee as soon as reasonably practicable.

Therefore, the Client will receive an invoice from Axsuma by email in relation to the Initial Fee immediately or at such later time as deemed appropriate by Axsuma and, if applicable, a subsequent invoice on or around the date Axsuma completes the Analysis and/or Verification.

Axsuma may suspend work on the Analysis and/or Verification until any Initial Fee, interim invoice or other undisputed sum due has been paid in full.

2. Annual Services and Ad Hoc Services
   
   If Axsuma provides the Annual Services and/or the Ad Hoc Services, its fees shall be its standard rates in force at that time. Axsuma shall notify the Client of these fees at the relevant time.
   
   Axsuma’s fees for the Annual Services are payable annually in advance.
   
   All of Axsuma’s fees, whether incurred under Clauses 1 or 2 of this Part 2 or otherwise, are non-refundable