TERMS OF BUSINESS (THE "TERMS")

BETWEEN

FIAT LUX LIMITED TRADING AS CROWLEY CORPORATE SERVICES (THE "COMPANY")

AND

PERSONS REQUESTING THE COMPANY TO CARRY OUT SERVICES (THE "CLIENT")

PLEASE NOTE THAT BY REQUESTING THE COMPANY TO CARRY OUT SERVICES THE CLIENT AGREES TO BE LEGALLY BOUND BY THE TERMS OF BUSINESS SET OUT HEREUNDER.

PLEASE READ THROUGH THESE TERMS OF BUSINESS CAREFULLY PRIOR TO ENGAGING THE SERVICES OF THE COMPANY

1. Introduction

1.1 The Company values its reputation for high standards and is committed to providing you with the highest quality of service.

1.2 It is important to establish a clear understanding of the basis upon which we provide our services and these Terms and Conditions and any additional letter or email aim to do that. If you have any queries as to the Company’s services or basis upon which they are being carried out please contact Tim Crowley.

2. Our Services

2.1 The Company provides the following services:

2.1.1 Company Incorporations / Formations

2.1.2 Company Secretarial

2.1.3 Administration Services

2.1.4 Provision of Nominee Services

2.1.5 Provision of Corporate Company Secretary

2.1.6 Provision of Registered Office

2.1.7 Provision of Trustee

2.2 The Company does not provide any legal or tax advice. A Client requiring this advice should obtain the required advice from a specialist.

3. Commencement

Our agreement with you will commence upon the signing and return of our Engagement Letter or on the commencement of our provision of services to you, whichever is the earlier. We will not be able to commence our services until we have received all documentation requested for compliance with Anti-Money Laundering Requirements.

4. Confidentiality

4.1 Any information provided to us by you in connection with the services we provide shall be held in the strictest confidence. We will not disclose this information to any third party unless required by law or instructed by you to do so.

4.2 You agree that, otherwise than with our prior written consent, any advice, opinions and statements, reports and other information that we provide in connection with the services (in whatever form or medium) or any document or statement which bears our name:

4.2.1 will be held in strict confidence by you, your offices and employees and others engaged by you;

4.2.2 will not be disclosed to any third party.

4.3 You agree to indemnify us in respect of any claim against us, including the costs of defending such a claim, arising out of any unauthorised disclosure by you or anyone else engaged by you.

4.4 It is possible that we may be prevented from the completion of an assignment or required to wait before acting by the operation of law. In such circumstances we shall not be liable to you for the consequences of this.

5. Data Protection

5.1 “Data Protection Legislation” means:

5.1.1 from 25 May 2018, the General Data Protection Regulation (EU 2016/679) and

5.1.2 before 25 May 2018, the Data Protection Act 1988 and 2003 (including any legislation which amends, re-enacts or replaces it in Ireland).

5.2 You warrant and represent that you have any necessary consent, provided any necessary notice and done all other things required under the Data Protection Legislation to disclose Personal Data to us in connection with provision of services to you. As a Data Controller we shall perform any services provided in accordance with the Data Protection Legislation. In circumstances where we are performing any of the services as a Data Processor to you we shall enter into terms with you which comply with Article 28 of the General Data Protection Regulation (EU 2016/679).

5.3 We will take appropriate technical and organisational steps to protect against unauthorised or unlawful processing of, accidental loss or damage to Personal Data.

5.4 We shall process the Personal Data as reasonably required:

5.4.1 to provide our services to you as instructed;

5.4.2 for our reasonable business purposes including facilitation and support of our business and quality control; and

5.4.3 to meet our legal and regulatory obligations.

5.5 We may share Personal Data with other third parties who facilitate or support our business. We will only make such a disclosure where it is required in connection with such purposes and in compliance with applicable Data Protection Legislation.

5.6 We shall notify you promptly:

5.6.1 upon receiving a request for Personal Data or other request from a data subject, or if we receive any claim, complaint or allegation relating to the processing of the Personal Data;

5.6.2 upon becoming aware of any breach of security leading to the destruction, loss or unlawful disclosure of the Personal Data in our possession or control.

5.7 Upon request, each Party shall provide the other with information relating to its processing of Personal Data as reasonably required for the other to satisfy its obligations under Data Protection Legislation.

5.8 The definitions and interpretations in the Data Protection Legislation apply to this clause.

6. Fees

6.1 Unless otherwise agreed in writing with us, we will charge for the work which we do for you on the basis of time which is spent associated with your instructions to us.

6.2 The time spent associated with your instructions to us includes, inter alia, all correspondence and telephone calls with you and third parties, time spent meeting with you and third parties, considering paperwork, file reviews, researching and considering issues, preparing for meetings and making notes of conversations with you and third parties.

6.3 In default of any other agreed rates the hourly rates are €150 per hour.

6.4 Estimates of the Company’s fees do not represent fixed quotes and we reserve the right to charge you more or less than an estimated fee if this is justified. In addition to time costs, the level of charge may depend on factors such as:

6.4.1 The complexity and urgency of the matter;

6.4.2 The difficulty or the novelty of the questions raised;

6.4.3 The specialised knowledge and responsibility involved;

6.4.4 The number and importance of the documents prepared or examined;

6.4.5 The amount or value of any transaction involved or the importance of the matter to you;

and

6.4.6 The place and the circumstances where the matter is pursued.

6.5 The Company reviews its rates periodically and will notify you of the new rates when they are next reviewed and you will then be subject to that rate, unless otherwise agreed.

6.6 The Client is responsible not only for the payment of our fees but also the payment of other charges such as Companies Registration Office fees etc together with the fees of any other person engaged to complete a matter and all necessary charges reasonably paid for, or contracted by us, in pursuance of your instructions.

6.7 Any signed forms (including for the avoidance of doubt any Companies Registration Office Forms and documents), produced as a consequence of providing our services, will not be submitted to the Companies Registration Office / Revenue Commissioners until all fees are paid in full. If at any stage after the service has been provided, the work carried out by us is cancelled, any invoice raised for work carried out will become payable in full immediately.

7. Invoices

7.1 The Company shall have the right to issue invoices at intervals of not less than two weeks in respect of each particular matter. Where appropriate the Company will add Valued Added Tax to the invoice, at the rate invoiced at the time of the invoice, currently 23%.

7.2 The invoices will provide a breakdown of the fees charged in terms of fee, outlays and Value Added Tax.

8. Expenses and Outlay

8.1 The Client shall discharge the expenses and outlays which we incur in undertaking services for you such as fees the cost of obtaining information from third parties (for example the Companies Registration Office fees, Company Searches, courier charges, document “bible” production costs and other expenses).

8.2 Travel expenses by car are charged at no more than the civil service rates. Parking, train, plane, taxi fares are charged at cost. Overnight accommodation at a reasonable standard and subsistence will be charged at cost.

8.3 The Company may require you to place monies in our account to discharge outlays payable in advance of their discharge and you will be given notice of the amount payable and details of the outlay incurred in advance. Otherwise, outlays must be discharged by you as they are incurred.

8.4 The Company does not charge any mark up on expenses or disbursements it incurs.

8.5 The Company may also include a miscellaneous charge to cover ad hoc expenses, for example postage, photocopying, telephone at a rate of 1% of the overall fee.

9. Payment of Invoices

9.1 All invoices are payable on submission to the Client and any queries concerning an invoice should be raised with the Company within 30 days of the invoice date.

9.2 Payment of our invoice is not subject to any party being paid by their client and shall be paid by those who engaged us.

9.3 If all or any part of the Company invoice remains outstanding for 30 days, interest shall accrue on the amount outstanding at the rate of 1% per month. All costs in respect of pursuing the Client in relation to any unpaid invoice shall be payable by the Client on the same terms as other invoices.

10. Payment on Account and Credit

10.1 The Company may request payment on account of its fees and expenses prior to carrying out work on your behalf. The total fees may be greater or lesser than the amount requested on account. If lesser, the balance will be refunded on the conclusion of the matter. If greater, you will be required to pay the balance.

10.2 If there are unpaid fees outstanding or work in progress in excess of €500, or if we require payment on account of our fees and expenses before undertaking work for the Client, the Company reserves the right to stop providing services to the Client until sufficient further money has been received from you. The Company will not be liable to any person in respect of any delay so arising or from the Company ceasing to act in such circumstances.

11. Quality of Service

11.1 The Company intends to provide to the Client at all times a high quality service with reasonable skill and care in accordance with the standards expected of us to meet the Client demands and if, at any time you believe that our service to you could be improved or if you have any concerns with any aspect of the Company service, the Client shall raise the matter immediately with a Director in the Company who will ensure that your concerns are dealt with carefully and promptly.

11.2 The nature, extent and content of any services provided by the Company will be determined by the specific nature, scope and limitations of the Company's engagement with the Client and the Client's instructions, as well as the amount and accuracy of information provided to the Company and the timescale within which the Client requires the services to be provided.

11.3 The Company relies upon the accuracy of the instructions and of the information provided to us by the Client, or by others on the Client's behalf unless expressly agreed otherwise.

11.4 The Company requires the Client to check all information, reports and documents sent by us to the Company where it is apparent from the circumstances or indicated by the Company that the Client should do so, and to notify the Company promptly of any incorrect statements of which the Client become aware. The Client remains responsible for any commercial decisions that the Client makes or actions that the Client takes, and due regard must be given to the restrictions on the scope of the Company's work and other factors, commercial and otherwise, of which the Client and the Client’s other advisors are, or should be, aware by means other than the Company's work.

11.5 Unless specifically otherwise agreed the Company shall not be under any continuing obligation to advise you of changes in the law which may affect advice previously given.

12. Advice

The Company provides Irish company secretarial advice only and does not advise on matters outside of this.

13. Liability

13.1 Where our engagement letter sets out the purposes for which our services are to be provided the Company will not be liable for losses arising out of any other use of our services.

13.2 We will perform each engagement with reasonable skill and care but you agree that any liability on the Company for any loss or damage resulting from the provision of the services or other work that we carry out for you, however caused and regardless of the cause of action whether in contract, tort, statute or otherwise shall be subject to the limitations set out in this paragraph 12.

13.3 We will not be liable for losses arising as a result of incorrect, false or misleading information being provided to us or from information being withheld from us unless (and then only to the extent that) we should reasonably have been expected to be aware of such matter because it was evident from the information or documentation provided to us and required to be considered by us in providing our services.

13.4 The liability of the company in respect of any engagement shall be limited to three times the fee (exclusive of Value Added Tax and outlays) received by us in respect of each service provided.

13.5 You agree that your relationship is solely with the company as the entity contracting with you to provide the services and that the company owes you, or will owe you, any duty of care.

13.6 None of these sub-paragraphs shall be taken as limiting the operation of any other sub-paragraphs. If any of the provisions of this paragraph 12 are found by a Court to be void or unenforceable as a result of their provisions being considered to be unfair or reasonable, such finding shall not affect the application or enforceability of any other provision.

13.7 You acknowledge that the limitations in this paragraph 12 are reasonable having regard to all the circumstances including the limited nature of any engagement.

14. Anti-Money Laundering Legislation

The Company is required to comply with the obligations of the Criminal Justice (Money Laundering & Terrorist Financing) Acts. This means that the Company must obtain satisfactory evidence of the identity of new clients before it can undertake certain services. In such a case, the Company cannot begin acting for you until the Company has obtained such evidence. We reserve the right to charge you for the time which we spend confirming your identity and also for any expenses which we may incur in doing so.

15. E-mail

E-mail communications are convenient but not secure. Although the Company may take reasonable steps to safeguard the security and confidentiality of the information transmitted, it acknowledges that it cannot guarantee its security and confidentiality. The Company cannot guarantee that email transmissions will be free from viruses. The Company shall not be responsible for the unauthorised interception, redirection, copying or reading of emails, attachments or viruses which may be transmitted by this means (save to the extent that this is caused by the Company's recklessness or wilful default). Should the Client so require, the Client may specify to the Company that the Client requires us to communicate with the Client via post instead of e-mail.

16. Intellectual Property Rights

The Company retains the copyright and other intellectual property rights of all documents (whether on paper, computer disc or in electronic digital and any other form), which the Company may provide or transmit to the Client from time to time, and all systems produced by the Company while acting for the Client, except where specifically agreed otherwise. The Client may make copies of these documents for its own internal use but the Client must not provide the documents or copies of them to any third party without first obtaining the Company's written permission. The Client agrees that the Company may develop or use for other clients any ideas, concepts, information or know how reflected or embodied in any such documents or otherwise developed during the course of providing our services to the Client.

17. Destruction, archival and retrieval of files

17.1 The Company will retain files and papers relating to the Client's affairs in storage on the Client's behalf for such period as the Company considers reasonable, but the Company has the right to destroy them without reference to the Client. The Company cannot accept responsibility for the loss or damage of any item that it holds.

17.2 The Company's practice of archiving or storing files and documents for a period of time does not impose any continuing obligation on the Company in respect of these files or documents, other than in relation to their archival or storage.

18. Ending our business relationship

18.1 The Client may disengage the Company at any time in writing on reasonable notice. The Client will be liable for all fees incurred until the termination of the relationship. In certain circumstances, the Company may be under obligations to carry out further actions, in connection with the Client’s engagement, and if that is the case, the Client will also be liable for the Company's fees incurred in taking such actions.

18.2 The Company may disengage the Client on reasonable notice in writing if:

18.2.1 a conflict of interest arises;

18.2.2 the Client asks the Company to act or omit to act in a way which is inconsistent with the Company’s duties;

18.2.3 you do not pay the Company’s fee notes or provide money requested on account in a timely manner;

18.2.4 if the Company has reasonable grounds to believe that the Client will not be in a position to pay its fee notes in a timely manner;

18.2.5 the Company knows or has grounds to suspect that the Client has committed any criminal offence;

18.2.6 the Client fails to provide the Company with instructions in reasonable time scales;

18.2.7 the Client’s conduct is in a vexatious, harassing or unreasonable manner in using the Company’s services, or if the Company has other good reason.

19. Competitors and Conflicts

19.1 The Company provides a wide range of services for a large number of clients and may be in a position where we were providing services to a client which you might regard as giving rise to a conflict of interest. The Company will routinely and regularly carry out conflicts of interest checks, to ascertain if in respect of each assignment any conflict of interest may arise. The Company requests that you notify us of any potential conflict affecting this engagement of which you are or become aware of.

19.2 Where the above circumstances are identified and the Company believes that your interests and the interests of any other client with conflicting interests can be properly safeguarded by the implementation of appropriate procedures, the Company proposes to discuss and agree with you the arrangements that the Company shall put in place to preserve the confidentiality whilst ensuring that the advice which you receive from us is independent. Just as we shall not use confidential information relating to you for the advantage of a third party, the Company shall not use confidential information obtained from any third party for your advantage. Circumstances of conflict may arise where the Company may have to cease acting for you. If that happens, you will then be liable for all our fees in the following circumstances:

19.2.1 if we warned you that a conflict of interest could arise in the future and you continued to instruct us;

19.2.2 if you failed to provide us with relevant information from which we could have known that there would be or could be potentially a conflict of interest; or

19.2.3 if we could not have known that a conflict of interest may arise.

20. Applicable Law

20.1 These terms shall be governed by and construed in accordance with the laws of Ireland and shall be subject to the exclusive jurisdiction of the Irish courts in relation to any claim, dispute or difference concerning these terms and any matter arising from them.

20.2 If any of these terms are deemed unreasonable, void or otherwise unenforceable by any court, tribunal, ombudsman, arbitrator or other person, it is the intention of the parties that the remaining terms continue to have full force and effect.