Standard Terms and Conditions of Business

Axsuma Corporate Services Limited (Company No: 17002438), Registered Office: 167-169 Great Portland Street, London, W1W 5PF, Supervised by HM Revenue & Customs under the Money Laundering Regulations 2017 as a Trust or Company Service Provider.

1. REGULATORY STATUS & AML COMPLIANCE

   1. We are supervised by HMRC under the Money Laundering Regulations 2017.

   2. We conduct Customer Due Diligence (CDD), Enhanced Due Diligence (EDD), sanctions screening and ongoing monitoring.

   3. We may request identification, proof of address, source of wealth/funds evidence and corporate structure documents at any time.

   4. We may refuse or terminate services where documentation is not satisfactory.
      We may submit Suspicious Activity Reports (SARs) and are prohibited from informing the Client.

2. PROVISION OF SERVICES

   1. Axsuma shall provide the Services in accordance with these terms and, where applicable, the Data Processing Addendum. Axsuma shall, subject to clause 2.2(b), provide the Services for such duration or at such times as specified in the Contract.

   2. In performing the Services, Axsuma shall:

1. act in accordance with the standards of a responsible and prudent corporate service provider and in accordance with Applicable Law; and

2. 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.

   1. Except as expressly set out in these terms, Axsuma disclaims any and all warranties and guarantees, whether express, implied, or statutory, with respect to the Services to the maximum extent permitted by Applicable Law.

   2. Axsuma shall not, unless otherwise agreed in writing, be under any obligation to notify the Client or the Managed Entity of any change which may affect the legal or tax position of the Client or the Managed Entity, and it shall be the Client’s responsibility to monitor and address any such changes.

   3. Axsuma shall not, unless otherwise agreed in writing, be under any obligation to notify the Client or the Managed Entity of any change which may affect the legal or tax position of the Client or the Managed Entity, and it shall be the Client’s responsibility to monitor and address any such changes. The Client acknowledges and accepts that aspects of the Services may be performed, generated, or supported using artificial intelligence (“AI”) systems, including tools for data analysis, content generation, or customer interaction. While the Client acknowledges and accepts that AI-generated content or outputs may be subject to error, bias, or limitations and the accuracy or reliability of such outputs cannot be guaranteed, Vistra remains responsible for the overall performance of the Services. The Client data may be processed by AI tools solely for the purpose of delivering the Services but shall not be used to train general-purpose AI models.

3. CLIENT’S OBLIGATIONS

   1. In entering into a Contract, the Client represents, undertakes and warrants that:

3. the Client is duly authorised to execute the Contract, and, where applicable, has the required authorisation from the Managed Entity to instruct Axsuma to provide the Services;

4. the Client has notified Axsuma of the proposed nature of the business of the Managed Entity and the business activities of the Managed Entity in each jurisdiction in which it will operate. The Client further represents, undertakes and warrants that such (or any new or changed) business activities shall be lawful in (each) such jurisdiction at all times;

5. the Client will keep Axsuma fully and promptly informed of any changes to the management or ownership structure of the Managed Entity;

6. the Client will keep Axsuma fully and promptly informed as to changes in the business activities of the Managed Entity and the jurisdictions in which it operates as well as material transactions and any other relevant changes that occur;

7. any funding and all assets that are or will be introduced to the Managed Entity have been lawfully introduced and are not and will not be derived from or otherwise connected with any illegal activity;

8. the Managed Entity will not undertake any activities which require a licence, consent or approval in any jurisdiction without first having obtained such licence, consent or approval;

9. the Client will immediately notify Axsuma if the Managed Entity ceases to hold any licence, consent or approval which it requires in respect of its activities;

10. the Client will immediately notify Axsuma of any event which it is reasonably foreseeable could have a material effect on a Managed Entity, its assets and/or its activities, or upon Axsuma’s willingness to continue to provide the Services;

1. the Client will immediately notify Axsuma of any actual or threatened litigation against it or the Managed Entity; or

2. any investigation by a criminal, judicial or regulatory authority in any jurisdiction relating to the Client or the Managed Entity;

11. the Managed Entity will not do anything which will exceed its objects or otherwise be ultra vires;

12. neither the Client nor the Managed Entity will or has used the Services to conceal, deal with or in any way use funds or assets derived from or related to the proceeds of any criminal activity including, without limitation, fraud, including tax fraud, tax evasion, drug trafficking, money laundering or terrorism;

13. the Managed Entity will comply with all disclosure and filing requirements in any applicable jurisdiction, and that all taxes and government dues payable by the Managed Entity are and will be discharged, and the Client or the Managed Entity will provide Axsuma with evidence of this upon request;

14. the Client and/or the Managed Entity will provide Axsuma with sufficient funds to meet any fees or expenses payable by Vistra that may be incurred by Client or the Managed Entity;

15. the Client will keep Vistra fully and promptly informed if the Managed Entity becomes Insolvent or if its liquidation, winding up or dissolution is commenced;

16. all statements and documents which Axsuma (or its employees) are requested to sign in connection with the provision of the Services are, and at all material times will remain, accurate, complete and lawful in all respects; and

17. the Client will not, without Axsuma’s prior written consent, use Axsuma’s logo, name, address or website or allow the same to appear on any documentation connected with the Managed Entity.

3.2 Where the Client comprises more than one person, the obligations in connection with the Services shall be joint and several.

3.3 To the extent applicable to the Services, the Client and the Managed Entity undertakes:

1. to make available to Axsuma, upon request, all accounting records of the Managed Entity, together with all related financial information and any other documentation that Axsuma reasonably considers necessary to perform the Services. The Client and each Managed Entity shall provide full and prompt disclosure of all relevant information and documents requested. Axsuma shall be entitled to rely on such information and documents being true, accurate and complete, and shall not be responsible for auditing or verifying them;

2. to obtain and provide, or procure the provision of, such information from third parties as Axsuma reasonably considers necessary to perform the Services;

3. to provide Axsuma with the information referred to in clauses 3.3(a) and (b) in sufficient time to enable the Managed Entity’s accounts to be completed and submitted by the applicable statutory deadlines. Without prejudice to the foregoing, all relevant information must be provided within three (3) months of the Managed Entity’s financial year end;

4. to review, upon Axsuma’s request, draft accounts relating to the Managed Entity’s business affairs and statutory position; and

5. to respond promptly to all queries raised by Axsuma and to provide any additional information or documentation reasonably requested.

3.4 Axsuma will not be liable in any way to the Client and/or the Managed Entity or any other person for any outstanding or due taxes and losses (including but not limited to fines, penalties, interest, costs and legal cost) whatsoever arising directly or indirectly from a Client’s or Managed Entity’s failure to comply with clause 3.3. The Client shall indemnify Axsuma, as well as their respective officers, employees, and directors from and against any liability incurred by any of them by reason of the Client’s and/or Managed Entity’s failure to comply with clause 3.3.

3.5 If the person who has entered into the Contract is a professional adviser acting on behalf of the Managed Entity, that professional adviser (the “Intermediary”) warrants to Axsuma that:

1. it has authority from the Managed Entity to instruct Axsuma to provide the Services in relation to the Managed Entity;

2. it has made the Managed Entity aware of these terms and in particular the limitations of Axsuma’s liability and the Managed Entity has accepted these terms; and

3. the Intermediary agrees to indemnify Axsuma and keep them indemnified against any liability, costs and expenses that Axsuma may incur as a result of any breach of this warranty.

4. INSTRUCTIONS

4.1 Axsuma may rely upon, and is authorised by the Client to act upon instructions:

(a) given or reasonably assumed by Axsuma to be given by:

(i) any director, shareholder, secretary, councillor, trustee, partner, member or beneficial owner (or any person holding a similar position) of the Client or the Managed Entity;

(ii) any person whom Axsuma reasonably believes to be a professional adviser of the Client or the Managed Entity;

(iii) such other persons as the Client may inform Vistra in writing from time to time; and

(b) given by letter or email and, if accepted (at Axsuma’s sole discretion), oral instructions.

4.2 If the Client does not want Axsuma to take instructions from any of those referred to in clause 4.1(a), the Client must notify Axsuma in writing.

4.3 The Client shall provide Axsuma promptly and accurately with all such instructions, information and documents as will be necessary or required by Axsuma to provide the Services competently and to comply with Applicable Law when providing the Services.

4.4 Electronic communication carries with it the risk of inadvertent misdirection or non-delivery. The Client, as recipient, is responsible for carrying out a virus check on any attachments sent to, or received from, Axsuma. Internet communications may be corrupted, and Axsuma accepts no responsibility for changes to such communications after their despatch. It may therefore be advisable to get written confirmation of Axsuma’s communications provided by email. Axsuma does not accept responsibility for any errors or problems that arise through the use of the internet, and by ordering the Services the Client accept all risks connected with sending commercially sensitive information relating to the Client or the Client’s business or the business of the Managed Entity. If the Client does not accept this risk, the Client should notify Axsuma in writing that electronic communication is not acceptable to the Client.

4.5 Axsuma shall be entitled to disregard or refuse to act on any instruction which:

1. is given by a person who Axsuma reasonably believes is not properly authorised to give instructions under clause 4.1(a);

2. in Axsuma’s opinion is unclear or contradictory, in which case Axsuma will refuse to act on that instruction until any ambiguity is resolved to Axsuma’s reasonable satisfaction;

3. Axsuma reasonably believes to be contrary to Applicable Law or the constitutional documents of the Managed Entity;

4. in Axsuma’s opinion conflicts with Axsuma’s obligations and responsibilities under any anti-money laundering legislation, regulation or guidelines;

5. may in Axsuma’s opinion cause Axsuma to become exposed to action or censure from any government, regulator or law enforcement agency;

6. may in Axsuma’s opinion potentially be prejudicial to Axsuma’s or the Managed Entity’s interests;

7. may in Axsuma’s opinion facilitate tax evasion;

8. may in Axsuma’s opinion expose Axsuma or any (direct or indirect) affiliates, shareholders, directors, officers, and representatives to any risk of civil or criminal liability or prosecution in any jurisdiction; or
   (i) may in Axsuma’s opinion result in damage to Axsuma’s reputation and good standing or any direct or indirect affiliates, shareholders, director, officers, employees and representatives of Axsuma.

4.6 The Client acknowledges and accepts that any directors, councillors, trustees or other office holders provided by Axsuma as part of the Services may be required to exercise independent discretion or otherwise act in accordance with Applicable Law and the constitutional documents of the Managed Entity in performing their duties.

5. FEES AND PAYMENT

   1. Fees payable by the Client for the Services shall be as agreed with the Client in the Contract. Fees are exclusive of value added tax, sales tax or other similar taxes which shall, if applicable, be paid additionally by the Client or the Managed Entity (as the case may be) at the rate prescribed by Applicable Law.

   2. Where Axsuma’s Fees are for annual, recurring Services, Axsuma shall invoice these Fees annually in advance.

   3. In addition, Vistra will invoice the Client periodically for, and the Client shall be liable for, the following Fees:

1. any filing, registration or tax exemption fee or fine which is payable to keep the Managed Entity in good standing;

2. any disbursements, outlays and out of pocket expenses incurred by Axsuma in providing the Services;

3. at Axsuma’s discretion, time incurred in dealing with regulatory authorities requesting information in respect of the Managed Entity; and

4. at Axsuma’s discretion, a reasonable amount to cover office-related costs incurred in executing the Services not exceeding six per cent (6%) of the total of each invoice that Axsuma issues to the Client or the Managed Entity.

   1. If the Client asks Axsuma to provide any ad hoc Services (the “Additional Services”), Axsuma shall charge for these Additional Services at its applicable rates in force at the relevant time. Fees for Additional Services are usually calculated on the basis of the time spent on the Managed Entity’s affairs by Axsuma’s employees, on the complexity of the matter and on the levels of skill or responsibility involved. Axsuma may also charge a fixed fee for any Additional Services. Axsuma may require payment in advance before undertaking any Additional Services.

   2. In addition to the Fees, the Client shall be liable to pay Axsuma for all work undertaken as a consequence of the termination of the Contract. Such work shall, unless otherwise agreed in writing, be charged at the rates in force at the relevant time.

   3. Even though Axsuma may agree to invoice the Managed Entity, the Client shall remain responsible for the payment of Axsuma’s invoices.

   4. Where an estimate of Fees is requested and given, it is only an indication of the amount anticipated as being the likely charge and shall not be regarded as an agreed fee for the Services.

   5. Unless otherwise agreed in writing, payment is due 30 days from the date of invoice. Axsuma may require the Client to pay a deposit in advance, and in such case Axsuma shall be authorised to deduct any Fees from any balance of such deposit.

   6. The Client shall be liable for Axsuma’s Fees and any disbursements, outlays and out of pocket expenses incurred by Axsuma in providing the Services. If Axsuma agrees that the Managed Entity may pay its Fees in the Client’s place, the Client shall ensure that the Managed Entity has sufficient funds to pay the Fees and shall guarantee and remain responsible for the payment of all sums payable to Axsuma by the Managed Entity.

   7. Where any invoice remains outstanding for more than 30 days the Client authorises Axsuma, without any further authority or notice to the Client or the Managed Entity, to use any money held either in a designated client account on the Client’s behalf or held in any bank account in the Managed Entity’s name to which Axsuma are an authorised signatory, to settle all amounts due under this invoice, together with any interest then due and payable in respect of it, irrespective of whether that invoice relates to the Services.

   8. If the provision of any of the Services is terminated for any reason, or does not otherwise proceed to its conclusion, Axsuma shall:

1. not be required to refund all or any part of the annual or any other Fee paid to Axsuma previously; and

2. be entitled to charge for any completed or partially completed work performing any Additional Services undertaken at the Client’s request.

   1. Axsuma shall have the right, without giving notice to the Client, to increase its Fees from time to time.

   2. Axsuma reserves the right to charge for costs and expenses incurred in recovering late payments (including reasonable attorney fees), and to charge interest at the rate then in force pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 as at the due date.

   3. Axsuma reserves the right to immediately suspend or cease to provide Services if overdue invoices are not paid in full.

6. DELEGATION TO THIRD PARTIES

   1. Subject to the constitutional documents of the Managed Entity, Axsuma may delegate to a Axsuma Partner all or any part of the Services provided that such Axsuma Partner holds any necessary consents, licences or approvals to provide the Services. Axsuna shall remain responsible

   2. The Client consents to Axsuma sharing information and documentation about the Client and/or the Managed Entity to any Axsuma Partner to enable it to determine whether it can provide Services and to carry out its work.

   3. Axsuma shall pay the fees of any Axsuma Partner that is providing all or any part of the Services and recharge them to the Client along with Axsuma’s own fees incurred in providing the Services.

7. TERMINATION

   1. The Contract may (partially or fully) be terminated by either party, at any time:

(a) by giving not less than 30 days’ written notice to the other; or

(b) with immediate effect if either party commits a material breach of its obligations under the Contract and, where the breach is capable of remedy, fails to remedy such breach within 30 days of receiving notice in writing from the other to so remedy.

7.2 In addition, Vistra may (partially or fully) terminate the Contract, by written notice with immediate effect if:

(a) notwithstanding clause 7.1(b), any sum due to Axsuma is not paid within 30 days of its due date (whether due in accordance with the Contact or otherwise);

(b) the Client or the Managed Entity are unable to pay their debts as they fall due within the meaning of section 123, Insolvency Act 1986, a receiver, administrator or trustee in bankruptcy is appointed over or in relation to the Client’s or the Managed Entity’s assets, or a resolution is passed, or an order made for the Client’s or the Managed Entity’s winding up (or an event occurs within the jurisdiction of the country in which the Client or the Managed Entity are situated which has a similar effect to any of these);

(c) the actions or identity of the Client, the Managed Entity or any person connected with the Client or the Managed Entity have caused or are likely, in Axsuma’s opinion, to cause Axsuma to be in breach of Applicable Law or to incur any liability in any country or jurisdiction whatsoever or to damage in any way Axsuma’s reputation;

(d) a material conflict of interests has arisen which, in Axsuma’s reasonable opinion, cannot be adequately managed or mitigated;

(e) any change in the Client’s or the Managed Entity’s ownership (whether direct or indirect) results, in Axsuma’s reasonable opinion, in a contravention of its internal policies and procedures;

(f) the Client or the Managed Entity do not comply with their obligations under clauses 10, 18 or 23;

(g) the Managed Entity, the Client in relation to the Managed Entity, or an officer or employee of either of them not provided by Axsuma, has been charged with any criminal offence involving dishonesty, or is (or has been) the subject of any criminal or judicial regulatory investigation in any jurisdiction; or

(h) any information, assurance or warranty given to Axsuma by the Client or the Managed Entity, whether in the Contract or otherwise, is found to be incorrect, insufficient or misleading in any material respect.

7.3 The Client may (partially or fully) terminate the Contract, by written notice with immediate effect if:

1. Axsuma is unable to pay its debts as they fall due within the meaning of section 123, Insolvency Act 1986, a receiver, administrator or trustee in bankruptcy is appointed over or in relation to Axsuma’s assets, or a resolution is passed, or an order made for Axsuma’s winding up; or

2. Axsuma does not comply with its obligations under clauses 18 or 23.

7.4 The failure to terminate the Contact when any of the events set out in clauses 7.1, 7.2 or 7.3 occur shall not prevent the termination of the Contract at any future time so long as the relevant circumstances subsist at that time.

7.5 The Client acknowledges and accepts that Axsuma may only be able to terminate the Services in accordance with a document governing Axsuma’s appointment, Axsuma’s statutory and fiduciary duties or Applicable Law. The Contract will remain in full force and effect until Axsuma is able to terminate the Contract in accordance with any such obligations.

8. CONSEQUENCES OF TERMINATION

8.1 On termination of the Contract, Vistra shall:

(a) immediately cease to provide the Services and be under no further obligation to maintain the good standing of the Managed Entity or to undertake any further actions for the Managed Entity save as expressly provided for in this clause 8;

(b) procure that any person provided by Axsuma as registered agent or officer shall resign from office in accordance with Applicable Law in the relevant jurisdiction;

(c) be under no further obligation to receive or forward any correspondence for the Managed Entity and may, at Axsuma’s discretion and without incurring any liability, destroy or return correspondence to sender and notify any official registry that the Managed Entity may no longer be contacted at Axsuma’s address;

(d) transfer any documentation of the relevant Managed Entity held by Axsuma to the person that, within 7 days of the termination date, the Client specifies to Axsuma in writing and, if the Client does not so specify, at Axsuma’s discretion, to the Client or the Managed Entity; and

(e) be entitled to charge Fees at Axsuma’s then current rates for all time spent and disbursements incurred, whether before or after the termination takes effect, in connection with the transfer of the administration of the Managed Entity.

8.2 On termination of the provision of the Services the Client shall promptly:

(a) procure that the Managed Entity appoints a replacement registered agent and/or officer and so notify Axsuma;

(b) procure that the Managed Entity arranges an alternative address as the Managed Entity’s registered office;

(c) procure that the Managed Entity takes reasonable steps to notify all the persons to whom Axsuma’s address was given that the Managed Entity should no longer be contacted at Axsuma’s address;

(d) within 7 days of the termination date, notify Axsuma of the name and address of the person to whom any documentation held by Axsuma on the Client’s behalf and on behalf of the Managed Entity should be sent; and

(e) ensure that any other steps are taken to give prompt effect to these changes.

8.3 Axsuma may, at its expense and as its last act as director and/or secretary (if applicable), notwithstanding the termination of the Contract, complete, sign, register in the Managed Entity’s books and file or otherwise publish on the Client’s and/or the Managed Entity’s behalf any information, papers or forms to give effect to all or any of the resignations or changes required as a result of the termination of the Contract.

8.4 Axsuma shall not be liable in any way to the Client, the Managed Entity or any other person for any loss or damage whatsoever arising directly or indirectly from the termination of the Contract, the resultant withdrawal of the Services or the exercise of Axsuma’s powers pursuant to clause 8.1.

8.5 Termination of the Contract is without prejudice to any rights or obligations outstanding or accrued at that date and to the continuing effect of those provisions of the Contract which are expressly or by implication provided to come into effect on, or to continue in effect after, termination.

9. CONFIDENTIALITY

9.1 Axsuma shall keep confidential the Client’s and the Managed Entity’s affairs except and to the extent that:

(a) the disclosure is made to the Client or the Managed Entity or to a person whom Axsuma reasonably believes to be the Client’s or the Managed Entity’s professional adviser or authorised by Client or the Managed Entity to act on the Client’s or the Managed Entity’s behalf;

(b) disclosure is required by Applicable Law or any securities exchange, or any regulatory, banking, taxation, supervisory or governmental body to which Axsuma is subject wherever situated;

(c) Axsuma considers it necessary to disclose the information to Axsuma’s professional advisers, auditors or any subcontractor provided that Axsuma does so on terms protecting the information;

(d) disclosure is necessary to provide the Services, to collect Axsuma’s fees or to defend or commence litigation;

(e) the information has come into the public domain through no fault of Axsuma or was disclosed to Axsuma without any obligation of non-disclosure; or

(f) consent is given by the Client or the Managed Entity or on the Client’s or the Managed Entity’s behalf in writing to the disclosure.

9.2 Axsuma, the Client and the Managed Entity shall keep confidential the existence and terms of the Contract, except and to the extent that disclosure may be made in accordance with clauses 9.1(a) – (f) above.

10. DUE DILIGENCE

10.1 Axsuma is required by the Proceeds of Crime Act 2002 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 to obtain information and documentation to identify and verify the Client, the Managed Entity and certain persons connected with the Client and the Managed Entity. Axsuma may also require information and documentation in respect of the Client’s subsidiaries or those of the Managed Entity. If the Client fails to supply any due diligence information or documentation that Axsuma has requested Axsuma may, without any liability, refuse and/or be unable to provide the Services to the Client or act upon any instruction in respect of the Managed Entity

10.2 The information and documentation referred to in clause 10.1 may need to be updated from time to time. It is the Client’s responsibility to immediately provide the required information and documentation to Axsuma, and to inform Axsuma if any of it becomes inaccurate or otherwise obsolete.

10.3 The Client warrants that each individual in respect of whom Axsuma collects customer due diligence consents to it sharing the due diligence with any Axsuma Partner as may be reasonably necessary to enable it to carry out its work;

The Client warrants that it will make each individual in respect of whom Axsuma collects customer due diligence aware of this clause 10.3 and the Privacy Notice.

10.4 Axsuma reserves the right to charge Fees in respect of the obligations that Axsuma has under clauses 10.1 and 10.2.

11. RETENTION OF RECORDS

11.1 After termination of the Services, Axsuma shall return any documentation belonging to the relevant Managed Entity held by Axsuma in accordance with clause 8.1(d), save that Axsuma may retain and withhold it until all Fees and disbursements have been settled in full.

11.2 Axsuma will keep all other records, documents and correspondence which have been created when providing the Services for 7 years or such period as is required by Applicable Law. Axsuma reserves the right, but has no obligation, to make electronic copies of such records, documents and correspondence and, save for any original executed documents, Axsuma reserves the right to destroy hard copies and store the remainder electronically in accordance with the above. After the expiry of such period of retention (whether in hard or electronic form), Axsuma has the right to destroy all such files unless the Client has otherwise requested in writing at or prior to the termination of Services. In accepting these terms, the Client consents to the destruction of such files in accordance with the above.

11.3 If it is necessary for Axsuma to retrieve files from storage for any reason, Axsuma reserves the right to make a charge for the work carried out on a time spent basis and for all expenses and disbursements.

11.4 In respect of retention of Personal Data collected from the Client, the terms of the Data Processing Addendum, if applicable, shall apply.

12. CUSTOMER SERVICES

12.1 If the Client is unhappy with any aspect of the Services, the Client may contact such person as may be specified in the Contract or its local Vistra account manager.

13. LIABILITY

13.1 Except (i) in respect of claims for death or personal injury resulting from negligence or as otherwise prohibited by law, (ii) for Axsuma’s fraud and willful misconduct, or (iii) as specified in clause 13.2, Axsuma’s liability for loss or damage in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Services under the Contract shall not exceed £100,000 in aggregate.

13.2 Axsuma’s liability for any Advice (or any subsequent advice) that it arranges/gives, shall not exceed in aggregate two times the fees paid or to be paid for such advice. ?

13.3 Save as precluded by law, Axsuma shall not be liable for any of the following: any indirect loss or damage; consequential loss or damage; costs, expenses or other claims for consequential compensation whatsoever (howsoever caused); loss of revenue; loss of profit or anticipated profit; loss of data; loss of business and business interruption; loss of data; depletion of goodwill; or exemplary, punitive or special damages; in each case which arise out of or in connection with the provision of the Services or the Contract.

13.4 Axsuma will not be liable or responsible for any failure to perform, or delay in performance of, any of Axsuma’s obligations under the Contract that is caused by:

(a) Axsuma’s refusal to carry out instructions that in its opinion are unclear or contradictory or would, in Axsuma’s opinion, result in any breach of Applicable Law or statutory or fiduciary duty applicable in respect of the Services;

(b) Axsuma’s acting upon the Client’s instructions;

(c) Axsuma not receiving the Client’s instructions within a reasonable time (to be determined at Axsuma’s sole discretion) before a deadline;

(d) the Client’s failure to provide Axsuma with sufficient funds to meet any fees or expenses which may be incurred by the Client or the Managed Entity in connection with the Services;

(e) any work carried out by another corporate service provider or other third party which provided services to the Client or the Managed Entity before Axsuma. The Client indemnifies Axsuma from and against any liability incurred by Axsuma, and their respective employees, officers and directors by reason of any such work carried out by another corporate service provider or other third party; or

(f) any matters or circumstances outside Axsuma’s control.

14. INDEMNITY

14.1 The Client undertakes to fully and effectively:

(a) indemnify and hold harmless Axsuma and its employees, officers and directors from and against any liability incurred by any of them (including any costs incurred and any fine or penalty issued against or liability personally incurred by Axsuma or their employees when acting as director of the Managed Entity) which arises from any of the following: (i) from or as a result of the provision of the Services, or from these terms; (ii) any act or omission relating to the provision of the Services or any other work carried out by Axsuma at the Client’s request, other than any liability arising out of Axsuma’s gross negligence, willful default or fraud; or (iii) any failure by the Client to comply with its obligations arising out of the Contract; and

(b) indemnify Axsuma against any costs, charges and expenses suffered or incurred in enforcing the terms of the Contract.

15. DATA PROTECTION

15.1 Each party acknowledges that it may be a Data Controller and a Data Processor in respect of the same Personal Data, depending on the purposes for which it is processed. The Privacy Notice shall apply where Axsuma is acting as a Controller. The Data Processing Addendum, if applicable, shall set out where Axsuma is acting as a Data Processor and defined terms from that Data Processing Addendum used in these terms will have the meaning set out in the Data Processing Addendum.

15.2 Where both parties are acting as Data Controller with respect to the Personal Data, both parties agree that the Personal Data transferred by one party (the “Transferor”) to the other party (the “Recipient”) will be transferred in accordance with Data Protection Legislation (as defined in the Data Processing Addendum), including:

(a) by ensuring that all fair processing notices have been given to (an, as applicable, consents obtained from) the Data Subjects of that Personal Data to allow each party to use the Personal Data in the manner envisaged by the Contract;

(b) to ensure that access to Personal Data held by it is limited to: (i) those individuals who reasonably need access to the Personal Data; (ii) such part or parts of the Personal Data as is necessary for the performance of those individuals’ authorised duties; and (iii) those individuals who have received appropriate training to process the Personal Data in accordance with these terms.

16. CONFLICT OF INTEREST

16.1 Axsuma reserves the right during the term of the Contract to deliver services to other clients whose interests might compete with the Client’s or the Managed Entity’s or are or may be adverse to the Client’s or Managed Entity’s, subject to clause 9. Axsuma confirms that it, at its discretion or where required by Applicable Law or Axsuma’s supervisory body, will notify the Client promptly should Axsuma become aware of any conflict of interest involving Axsuma and affecting the Client or the Managed Entity.

16.2 Axsuma shall be entitled to retain, subject to the constitutional documents of the Managed Entity, any benefit, whether direct or indirect and including any fees, brokerages or commissions.

17. CLIENT AND MANAGED ENTITY MONEY

17.1 Axsuma may, from time to time and subject to Applicable Law, hold money on the Client’s behalf or on behalf of the Managed Entity. The money will be held in a designated bank account opened in the name of the Managed Entity, which is segregated from Axsuma’s funds.

17.2 If Axsuma receives any money from the Client which does not relate to an invoice which has been issued by Axsuma, Axsuma shall return any unallocated amount so this can be paid into the Managed Entity designated account.

17.3 In the event of a bank being subject to or undergoing an Insolvency, Axsuma shall not be liable in any way to the Client or the Managed Entity in respect of such Insolvency (or any related Insolvency) including, without limitation, in respect of any loss of any (or all) of the monies held at such bank. For the avoidance of doubt, Axsuma shall not be responsible for seeking or undertaking any due diligence on any bank in advance of placing money therein.

18. BRIBERY, CORREUPTION AND PREVENTION OF FRAUD

18.1 The Client undertakes and warrants that:

(a) the Client will not engage and will not knowingly permit the Managed Entity to engage in any activity, practice or conduct which would constitute an offence under any anti-bribery or anti-corruption law applicable to the Client, the Managed Entity or to Axsuma, or which would constitute fraud or a fraud offence under the Economic Crime and Corporate Transparency Act 2023; and

(b) the Managed Entity has not been established nor will it be used to handle, conceal or utilise in any way assets derived from or related to the proceeds of any criminal conduct including, but not limited to, money laundering, drug trafficking, arms dealing, or terrorism.

18.2 Axsuma undertakes and warrants that it will not engage in any activity, practice or conduct which would constitute an offence under any anti-bribery or anti-corruption law applicable to the Client, the Managed Entity or to Vistra, or which would constitute fraud or a fraud offence under the Economic Crime and Corporate Transparency Act 2023.

19. ACCOUNTING RECORDS

19.1 Save to the extent that Axsuma is providing accounting or other relevant services as part of the Services, it shall be the Client’s responsibility and that of the Managed Entity to keep proper accounting records of the Managed Entity in accordance with Applicable Law.

20. AUTOMATIC EXCHANGE OF INFORMATION

20.1 The Client acknowledges that as a result of a number of “Automatic Exchange of Information Agreements” (including the United States Foreign Account Tax Compliance Act (FATCA), the EU Mandatory Disclosure Regime and the Common Reporting Standard (CRS) founded on Article 6 of the Convention on Mutual Administrative Assistance in Tax Matters and/or prevailing legislation and regulation pertaining to taxation matters), Axsuma may be obliged to obtain and provide certain Client information to the relevant tax authorities and/or direct to one or more foreign tax authorities (under the terms of the relevant legislation and regulation or, as the case may be, the mechanisms of the particular exchange agreement concerned) who, in each case may in turn similarly pass all or part of such information to one or more foreign tax authorities.

20.2 Where Axsuma is required (or, acting reasonably, consider itself to be required) to obtain and provide any Client information in accordance with the above, the Client irrevocably:

(a) agrees to provide Axsuma with such information as shall in Axsuma’s opinion be required in the circumstances; and

(b) authorises Axsuma to make such disclosures of client information, notwithstanding any data protection or confidentiality constraints that do or might otherwise apply (and agree that Axsuma’s making of such disclosures shall be a chargeable service).

20.3 The Client irrevocably acknowledges that Axsuma:

(a) may be obliged by the local tax authorities or by a foreign tax authority to apply a withholding tax or charge interest on income accruing to the Client and/or the Managed Entity; and

(b) will not be liable to the Client or any third party for any loss or detriment (including tax or withholding on account of tax) which the Client or the Managed Entity may (directly or indirectly) suffer as a result of Axsuma being required (or having reasonably considered itself to have been required) to obtain and provide Client information to the local tax authorities or to a foreign tax authority.

21. COMPLIANCE WITH ANTI-SLAVERY AND HUMAN TRAFFICKING LAWS

21.1 The Client undertakes and warrants that the Client will:

(a) comply with, and will not knowingly permit the Managed Entity to fail to comply with, all applicable anti-slavery and human trafficking laws, statutes and regulations from time to time in force; and

(b) not engage, and not knowingly permit the Managed Entity to engage in, any activity, practice or conduct that would constitute an offence under applicable anti-slavery and human trafficking laws.

21.2 Axsuma undertakes and warrants that Axsuma will:

(a) comply with all applicable anti-slavery and human trafficking laws, statutes and regulations from time to time in force; and

(b) not engage in, any activity, practice or conduct that would constitute an offence under applicable anti-slavery and human trafficking laws.

22. QUALITY CONTROL

22.1 As part of its ongoing commitment to providing a quality service, Axsuma’s files may be periodically reviewed by internal auditors employed by Axsuma, or external auditors or an independent regulatory or quality control body and the Client consents to this.

23. CONSUMERS

23.1 Axsuma’s products and services are not intended for sale to or use by a consumer as defined under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. The Client undertakes that it is not a consumer as so defined.

24. NOTICES

24.1 Any notice to be given by either party to the other may be sent by either email or recorded delivery to the last known address of the other party or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, or if sent by recorded delivery shall be deemed to be served two days following the date of posting, or if sent by airmail requiring signature on delivery shall be deemed to be served five days following the date of posting.

25. RIGHTS OF THRID PARTIES

25.1 Only someone who is a party to the Contract has the right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. This clause does not affect any right or remedy that exists independently of this Act.

26. WAIVER

26.1 If Axsuma fails, at any time during the term of a Contract, to insist on strict performance of any of the Client’s obligations under the Contract or any of these terms, or if it fails to exercise any of the rights or remedies to which Axsuma is entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve the Client from compliance with such obligations.

26.2 A waiver by Axsuma of any default shall not constitute a waiver of any subsequent default.

26.3 No waiver by Axsuma of any of these terms shall be effective unless it is expressly stated to be a waiver and is communicated to the Client in writing in accordance with clause 24.

27. ASSIGNMENT

27.1 The Client shall not assign or transfer all or any parts of the Client’s rights, benefits and/or obligations under the Contract, or grant securities over or otherwise deal with any interest in the Contract, except with Axsuma’s express prior written consent.

28. SEVERABILITY

28.1 If any of these terms or any provisions of a Contract are determined by any competent binding authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

29. SURVIVAL

29.1 Any provision of these terms that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

30. ENTIRE AGREEMENT

30.1 The Contract, these terms, the relevant paragraphs of the Services Schedule, the Data Processing Addendum (if applicable) and any other document expressly referred to in them represent the entire agreement (including any nondisclosure and confidentiality agreements) between Axsuma and the Client in relation to the subject matter of any Contract and supersede any prior agreement, understanding or arrangement between Axsuma and the Client, whether oral or in writing, regarding such subject matter.

30.2 Axsuma and the Client each acknowledge that, in entering into a Contract, neither Axsuma nor the Client has relied on any representation, statement, undertaking or promise given by the other or be implied from anything said or written in negotiations between Axsuma and the Client prior to such Contract except as expressly stated in these terms or the Data Processing Addendum.

31. LANGUAGE

31.1 These terms are provided in English. If Axsuma provide the Client with a translation of these terms, the English language version will be the only legally binding version and will prevail in the event of any inconsistency.

32. INSURANCE

32.1 In accordance with the disclosure requirements of the Provision of Services Regulations 2009, Axsuma’s professional indemnity insurer is: Hiscox Insurance Company Limited and the territorial coverage is UK.

33. CHANGES TO THESE TERMS, THE SERVICES SCHEDULE AND THE DATA PROCESSING ADDENDUM

33.1 These terms, the Services Schedule or the Data Processing Addendum, if applicable, may be amended and varied by Axsuma at its discretion from time to time including during the course of the provision of the Services to one or more Managed Entities, and the Client and the Managed Entity agree to be bound by such amendments and variations.

33.2 Where the terms or the Data Processing Addendum are varied in the course of the provision of the Services, Axsuma shall use its reasonable endeavours to draw such variation(s) as Axsuma considers to be material to the attention of the Client and/or the Managed Entity as soon as reasonably practicable after the coming into force of the same.

33.3 The Client and/or the Managed Entity are expected to check the latest version of these terms and relevant paragraphs of the Services Schedule from time to time to take notice of any variations made by Axsuma.

34. LAW AND JURISDICTION

34.1 These terms, and the Data Processing Addendum shall be governed by and construed in accordance with the laws of England. The courts of England shall have exclusive jurisdiction to hear any dispute arising under or in connection with these terms, the Contract or the Data Processing Addendum.