TERMS OF BUSINESS

1.1 Services. 

Bastions Family Office will provide the Services as specified in the Agreement and these Terms of Business.   

1.2 Compliance with Laws. 

The Client acknowledges, understands and agrees that Bastions Family Office will manage the business, legal, corporate, fiduciary, administrative and tax affairs of the Entity, at all times, in compliance with (a) the applicable laws, regulations and decrees, including, without limitation, those related to business organization and the prevention of money laundering; (b) the Entity’s articles of incorporation / articles of association / memorandum of association / deed / by-laws / operating agreement / partnership agreement; and (c) any shareholders’ / members’ / partners’ resolutions. In any event, Bastions Family Office will perform its duties and render the Services with due care and skill and in the best interest of the Entity.   

1.3 Permissible Activities 

No Conflict of Interest. Nothing herein or in the Agreement, shall in any way preclude Bastions Family Office and its officers, employees, agents, representatives, members or affiliates from engaging in any business activities or from performing services for its or their own account or for the account of others, including (without limitation) the rendering of services to other companies that may be in competition with the business conducted by the Client or by the Entity. It is understood and agreed that such undertakings shall not create any conflicts of interest on Bastions Family Office’s part.   

1.4 Independent Advice. 

Client irrevocably agrees that Bastions Family Office will have the right to seek independent professional advice at Client/Entity’s expense in case of any matters of complexity. Bastions Family Office will inform the Client of Bastions Family Office’s intent to exercise such right and the estimate costs involved. If no objection is received from Principal for a period of three (3) days (or within the stated period of time) of the date of notice, it will constitute an acceptance.   

1.5 Duty of Good Faith. 

These Terms of Business impose upon Bastions Family Office, Client and Entity a duty of good faith and fair dealing in its performance and its enforcement. Bastions Family Office, Client and Entity shall perform their respective duties under the Agreement in a professional, commercial, and timely manner.   

1.6 Tax and Legal Advice. 

Principal duly warrants that it/he/she has taken and will at all times ensure that it/he/she will take all necessary tax and legal advice with regard to the establishment and operations of the Entity serviced by Bastions Family Office and that the activities or proposed activities of the Entity will not breach the laws or regulations of any relevant jurisdiction, sanctions imposed by any multilateral organization or any applicable treaty, directive, decree, law or regulation and acknowledges that Bastions Family Office shall not be in any way responsible for advising Client or the Entity. Client further agrees and acknowledges that Bastions Family Office does not provide any tax, legal or investment advice and any advice given or reports prepared for Principal or Entity shall not be treated as tax or legal advice.   

1.7 Delegation. 

Bastions Family Office will be entitled to subcontract, outsource, or delegate part of the obligations regarding the Services to any outside service provider.   

1.8 Actions. 

Notwithstanding any provision in these Terms of Business or the Agreement, Bastions Family Office may, act or refrain from acting when : (a) Bastions Family Office has fiduciary duty and considers necessary, expedient or prudent to do so; or (b) a silence from the Client for more than five (5) days from the date of notice to a course of action suggested by Bastions Family Office will constitute acceptance of the suggested course of action; or (c) such action is in breach of any applicable laws or regulations or directions; or (d) such action is not in compliance with the Entity’s articles of association/ memorandum/deed/ by-laws/ partnership agreement.   

FEES, EXPENSES AND PAYMENT   

2.1 Fees. 

In consideration of the provision of the Services, the Client and the Entity agree to be liable jointly and severally for: (a) paying Bastions Family Office or its designees the relevant invoices for the Services rendered, and (b) performing all other obligations and duties contained in these Terms of Business and in the Agreement.   

2.2 Fee Adjustment. 

The fees and other invoiced amounts payable by Client and Entity for the Services rendered by Bastions Family Office shall be in accordance with the terms of the Agreement. Bastions Family Office is entitled, at its sole discretion, to adjust its fees, hourly rates and disbursements due to inflation, changing market standards or conditions, or other special circumstances. And, in general, the fees may be adjusted on an annual calendar basis.   

2.3 Expenses / Taxes. 

Any costs or expenses to be incurred in connection with the Services will be paid to Bastions Family Office in advance. All collection costs, expenses and related bank charges including any legal fees shall be paid by the Principal and Entity. In the event, Bastions Family Office is requested by Principal or any governmental regulation or body to produce documents or Bastions Family Office’s personnel as witness or in any other capacity with respect to Client’s or Entity’s activities, Bastions Family Office shall be reimbursed for its professional time and expenses and for the professional counsels’ fees and expenses. All fees, costs and expenses incurred by either party in connection with or arising pursuant to this Agreement shall be borne and paid by the party incurring such fees, costs and expenses including, without limitation, those of any broker, attorney, advisor, consultant, translator, or notary.   

2.4 Payment. 

(a) Invoicing and Collection Agent. For the performance of the Services, Bastions Family Office will charge Entity with the fees, disbursements, and taxes, by means of invoices. Bastions Family Office will be entitled to demand payments before commencing the provision of any Services requested, which estimate amounts will be detailed in pro-forma invoices. Invoices are due and payable to Bastions Family Office within thirty (20) calendar days of the date of the relevant invoice. Client shall ensure that Entity’s bank account will have, at all times, a minimum credit balance of CHF 10’000.- or its equivalent. Making punctual payment is of the essence of this Agreement. For the purpose of invoicing for the Services rendered and/or the collection of fees owed, Bastions Family Office will be entitled to appoint Affiliates or a third party as its invoicing and/or collection service provider. 

(b) Proof of Receipt. Bastions Family Office will send a copy of any given invoice to Client in accordance with Clause 16.3 (Notice), who will have the right to object to any material or significant items or amounts contained in each invoice within ten (10) calendar days of the date of successful transmission or receipt of the invoice. 

(c) Payment by Debit. Bastions Family Office is hereby irrevocably authorised by Client and Entity, and Bastions Family Office will be lawfully entitled, to debit from Entity’s bank account the sums of money owed to Bastions Family Office for the Services rendered, any late payment interest charge and any other charges. The aforesaid clause shall be applicable only where Bastions Family Office is acting in fiduciary capacity for the Entity. 

(d) Late Payment Interest Charges and Other Charges. If any payment is not made when due, Client and Entity shall be in default by the mere lapse of time, without any further notice, and Bastions Family Office will, as a result thereof, incur costs not contemplated in the relevant invoice then overdue. Any overdue amount shall bear interest compounded monthly, commencing thirty (30) days after the due date of the relevant invoice as established by these Terms of Business and/or the Agreement. The rate of interest shall be ONE AND A HALF PERCENT (1.5%) PER MONTH on the aggregate amount of the payment due and owed to Bastions Family Office until the date of payment in full. In addition, Client and Entity will pay any extrajudicial and judicial collection costs incurred in recovering these dues. 

(e) No Waiver of Default. Acceptance of partial payment or late payment interest charge and other charges by Bastions Family Office shall in no event constitute a waiver of the default with respect to the overdue amount, and shall not prevent Bastions Family Office from exercising any of the other rights and remedies available to Bastions Family Office including, without limitation, the rights to suspend the provision of Services or to terminate the contractual relation with Entity and Client. 

(f) Set-Off. All amounts due shall be paid in full without any deduction or withholding other than as required by law. Client and Entity shall not be entitled to assert any credit, set-off or any counter-claim against Bastions Family Office in order to justify withholding payment of any such amount in whole or in part.   

3.1 Due Diligence Reviews. 

Client understands and acknowledges that: 

(a) Bastions Family Office is legally obligated to perform due diligence checks on Client and Client’s business organisation, based on Customer Due Diligence (“CDD”) requirements of the Financial Action Task Force (FATF) and the Organisation for Economic Cooperation and Development (OECD) and national laws, decrees, regulations, policies and guidelines; 

(b) For such purposes, Bastions Family Office uses its own strict CDD policies and guidelines; 

(c) Such obligation involves continuing checks and entails requesting information and documents from Principal (as ultimate beneficial owner of the business structure referred to herein), on an ongoing basis; 

(d) Based on the foregoing, Client agrees that it will be his/her/its responsibility to provide Bastions Family Office with any and all information and documents, including but not limited to agreements/contracts, deeds, certificates, invoices, bank statements and other legal or financial documents, to enable Bastions Family Office to discharge its CDD obligations, as requested by Bastions Family Office; 

(e) Based on the foregoing, Client also agrees that it will be his/her/its responsibility to provide Bastions Family Office with access to all Entity’s bank accounts, including but not limited to current/checking account, savings account, foreign exchange account, investment account, brokerage account, trading account, corporate account, business account, i.e. (read-only) access to online banking system / electronic bank platform to enable Bastions Family Office to discharge its transaction monitoring and accounting obligations, as requested by Bastions Family Office; and 

(f) Client agrees that it will have the duty to immediately inform Bastions Family Office in connection with any changes or inaccuracy regarding the CDD information and documents. Bastions Family Office is at any time, in its sole discretion, entitled to request references or additional information about Client’s identity, about the business activities of Client/Entity or about persons involved in a Client’s/Entity’s business, and further to request any and all information as Bastions Family Office deems necessary or appropriate. 

3.2. Continuing Duty to Inform. 

Client has the obligation to immediately inform and provide Bastions Family Office with any information and supporting documents of any changes to the information or documents supplied to Bastions Family Office and, particularly without prejudice to the generality of the foregoing, of the occurrence of any of the following: Any changes in the beneficial ownership or control of the shares/interest of the Entity; 

(b) Any pledge, transfer or assignment of any or all of the shares/interest of the Entity 

(c) The commencement and any further steps in any proceedings (i) in relation to any assets of Client/Entity, or (ii) for the winding up of Client/Entity and/or the appointment of an administrator, trustee, and receiver to manage the affairs of Client/Entity; or 

(d) The levying of any execution, distress or diligence or any similar debt recovery process or claim against any material assets of the beneficial owner.   

CONFIDENTIAL INFORMATION   

This Agreement shall apply to all Confidential Information that is obtained from or disclosed by or on behalf of a party (“Discloser”) or its directors, officers, employees, agents, investors and consultants (including attorneys, financial advisors and accounts) (collectively, “Representatives”) to the other party (“Recipient”) whether disclosed or obtained before or on or after the Effective Date.   

“Confidential Information” means all information, data, documents, agreements, files, and other materials (in any form or medium of communication, including whether disclosed orally or disclosed or stored in written, electronic, or other form or media) relating directly or indirectly to Discloser’s, or to any of Discloser’s businesses, affairs, customers, assets, properties, or prospects. Confidential Information includes, without limitation: (a) the existence and terms of this Agreement, (b) discloser’s trade secrets, technical data and specifications, design information, customer and prospect lists, pricing and financial information, business plans and technical and/or business requirements; (c) all notes, analyses, compilations, reports, forecasts, data, studies, samples, interpretations, summaries, and other documents and materials (in any form or medium of communication) prepared by or for Recipient or its Representatives, which contain or otherwise reflect or are derived or based in whole or in part on such information, data, documents, agreements, files, or other materials (collectively, “Notes”); (d) any information that can reasonably be deemed confidential in nature and (e) the fact that the Confidential Information has been made available to Recipient or its Representatives, the existence and terms of this Agreement, any terms discussed relating to the Agreement, and the fact that discussions are taking place or have taken place concerning the Agreement and its execution.   

Exceptions. 

Confidential Information does not include information that: (a) is or becomes publicly known or available without breach of this Agreement by Recipient or its Representatives; (b) is, prior to disclosure hereunder, lawfully known to Recipient without a duty of confidentiality, as evidenced by Recipient’s records; (c) is disclosed to Recipient without confidential or proprietary restriction by a third party who rightfully possesses the information (without confidential or proprietary restriction); or (d) is independently developed by Recipient without any use of or reference to the Confidential Information.   

Obligation of Confidentiality. 

Recipient shall: (a) hold the Confidential Information in strict confidence and not use (or permit the use of) any Confidential Information except as necessary to execute the Agreement; (b) exercise the same degree of care to prevent unauthorised disclosure of the Confidential Information as Recipient takes to preserve and safeguard its own confidential information but, in any event, no less than a reasonable degree of care; (c) not disclose any Confidential Information (including any information derived therefrom) to any third person other than to Recipient’s Representatives who: (i) have a need to know the Confidential Information in order to execute the Agreement; and (ii) are bound by confidentiality obligations at least as restrictive as those contained herein; (d) not copy or reverse engineer any Confidential Information or export or re-export; and (e) promptly notify Discloser upon discovery of any unauthorised use or disclosure of Confidential Information, cooperate with Discloser to help regain control of the Confidential Information, and take reasonable steps to prevent any further unauthorised use or disclosure. Recipient shall not reproduce Confidential Information in any form except as required to execute the Agreement. Recipient acknowledges that a breach of this Agreement by any Representative of Recipient constitutes a breach of this Agreement by Recipient.   

Disclosures Required by Law. 

If Confidential Information is required to be produced by court order or government authority (or otherwise as required by applicable law), Recipient may disclose such Confidential Information; provided that Recipient: (a) provides Discloser with prompt and prior written notice of the obligation, unless prohibited by applicable law; (b) if requested by Discloser and at Discloser’s expense, assist Discloser in obtaining a protective order or other appropriate relief; and (c) to the extent a protective order or other remedy is not obtained, (i) discloses only that portion of Confidential Information that it is legally required to disclose; and (ii) uses its best efforts to obtain assurances that confidential treatment will be accorded to such Confidential Information.   

Ownership. 

Neither this Agreement nor any disclosure of Confidential Information grants Recipient any license under any patents, copyrights or other intellectual property rights. As between the Parties, Discloser retains all right, title and interest, including all intellectual property rights, in and to its Confidential Information.   

Return of Confidential Information. 

Promptly upon termination of this Agreement or the written request of Discloser, Recipient shall return to Discloser all copies of the Confidential Information in its (and its Representatives’) possession and destroy all Notes. Recipient shall send a letter to Discloser, signed by an officer of Recipient, certifying its compliance with the terms of this Section if requested by Discloser. Notwithstanding the foregoing sentence, Recipient will not be obligated to return or destroy any Confidential Information to the extent the maintenance of the Confidential Information is required for legal or reasonable internal policy compliance purposes or is embedded in Recipient’s electronic files as part of its normal back-up and archiving procedures (notably in connection with Clause 8 - Confidentiality). Recipient’s obligations hereunder, with respect to Confidential Information retained under this paragraph, will continue for so long as such Confidential Information is retained except to the extent such Confidential Information subsequently becomes publicly known or available without breach of this Agreement by Recipient or its Representatives.   

COMMUNICATION   

6.1 Requests. 

Subject to Clause 1.8, Bastions Family Office may act and rely upon written or electronic requests, notifications, instruments or documents of any kind (more fully specified under Clause 16.3 on Notice), which appear to have been signed (in original or facsimile or scanned image), endorsed or prepared or sent by Client/Entity/Authorised Person provided Bastions Family Office at its sole discretion has the right to verify or authenticate any such request, notification, instrument or document, but shall have no obligation to verify or authenticate any request, notification, instrument or document received via telephone, facsimile or electronic email and all actions thereof shall be conclusive and binding on the Principal.   

6.2 Electronic and Online Communications. 

For purposes of the supply of Services, each party agrees to the use of all means of electronic communications and assumes the risks associated with such use. Neither party shall be liable to the other party for any loss or damage caused by errors or viruses or by late or incomplete delivery, corruption, or destruction of information or documents.   

Client and Entity irrevocably agree not to use any of Bastions Family Office trade name or trademark (word or device) or any other intellectual property rights owned by or licensed to Bastions Family Office.      

8.1 Each party who receives confidential information (“Recipient”) undertakes that it shall not at any time during the term of the Agreement disclose to any person any confidential information concerning the business, affairs, customers, clients, suppliers or employees of the party who discloses confidential information (“Disclosing Party”).   

8.2 Recipient may disclose the Disclosing Party’s confidential information: (a) to its employees, officers, group companies, representatives, agents, third party service providers, or advisers who need to know such information for the purposes of carrying out the Recipient’s obligations under the Agreement. Recipient shall ensure that its employees, officers, group companies, representatives, agents, third party service providers, or advisers to whom it discloses the other party’s confidential information comply with this provision; and (b) as may be required by law, court order or any governmental or regulatory authority.   

8.3 No party shall use any other party’s confidential information for any purpose other than to perform its obligations under the Agreement.   

9.1 Regarding the Entity. 

Principal warrants, and covenants to Bastions Family Office that, at all times, Client shall undertake the necessary actions and procedures to cause any person involved in the management of the shareholder(s) or member(s) or partner(s) of the Entity, the Entity, (collectively referred to as “Associates”), to comply (as applicable) with the following: (a) serve at least thirty (30) days’ written notice on Bastions Family Office before consummating any sale, transfer, conveyance, assignment, charge, lien, pledge, encumbrance or any other disposal of any part or all of the shares/interests or any of the Entity’s assets; (b) ensure and cause the Entity to have, at all times, sufficient cash funds in the Entity’s bank account to meet its business and financial obligations including, without limitation, Bastions Family Office’s invoices regarding fees, time spent, costs, expenses, ordinary disbursements, and any and all of the Entity’s tax liabilities; (c) provide all information as required for the purpose of the Entity’s compliance with its statutory, legal or regulatory obligations; and (d) perform such acts, execute and deliver such instruments and documents, and do all such other things as may be reasonably necessary for any purposes contemplated hereunder or in any other legal instruments regarding the services provided to the Entity.   

9.2 Regarding Client and Associates. 

Principal represents, warrants, and covenants that the following statements are and will remain at all times complete, true, and accurate regarding Client and the Associates (for purposes of this provision only, each of these persons is collectively referred to as “They”): (a) They are not government officials or residents in or dealing with countries subject to the sanctions of the United Nations, United States of America or European Union; (b) All acts required to be done by Bastions Family Office will comply with all laws affecting or binding upon the Entity or Client and all statements and documents which Client requests Bastions Family Office to sign will be complete, true, and accurate; (c) Client will provide complete, true, and accurate accounts or supporting documents that will allow Bastions Family Office to cause Entity to have and keep proper accounts and to file accurate tax returns; (d) They will disclose and have disclosed to Bastions Family Office all the information relating to their condition (financial or otherwise), their business affairs, objects and their (future) actions or transactions, material for disclosure to Bastions Family Office in connection with its (management) services and all other information which may be necessary in order for Bastions Family Office to make any informed decision or take any appropriate course of action; (e) They, as applicable, are not and will not be used for or engaged in offshore gambling or gaming, arms or sex related business or illegal, unethical or immoral activities such as money laundering and tax fraud; (f) Client is aware of his/her/its tax affairs and is responsible for the same and agrees and consents to Bastions Family Office’s disclosure of any information related to Client and/or Entity as may be requested by relevant government authorities under applicable laws and regulations; and (g) They comply with all relevant legislation in relation to the Services and shall obtain and maintain all necessary licences and consents.   

ANTI-MONEY LAUNDERING   

Client undertakes that it shall not engage in any illegal activities which means any activity designated anywhere in the world as illegal or criminal which, without prejudice to the generality of the foregoing, shall be deemed to include activities relating to terrorism, drug trafficking, money laundering, gambling, lotteries, pornography, receiving the proceeds of criminal activities or trading with countries which may from time to time be subject to embargo imposed by the Security Council of the United Nations, the European Union or any successor or similar international organization.   

11.1 Indemnity by Client and Entity. 

Client and Entity will, during the applicability of these Terms of Business and thereafter, jointly and severally indemnify and hold Bastions Family Office (including its directors, officers and employees) harmless from and against any and all claims in contract, tort or suits instituted by any third party, as well as from and against any liabilities, damages, charges, fines, taxes, costs and expenses sustained, incurred or expended, directly or indirectly, by Bastions Family Office (including, without limitation, any fees, costs and expenses of attorneys, auditors and other experts engaged by Bastions Family Office), arising out of or in connection with: (a) any Client's breach or negligent performance or non-performance of these Terms of Business and the Agreement; (b) any claim made against Bastions Family Office for actual or alleged infringement of a third party's intellectual property rights; (c) any claim made against Bastions Family Office by a third party arising out of or in connection with the provision of the Services. This indemnity shall not cover Bastions Family Office to the extent that a claim results from Bastions Family Office’s gross negligence or wilful misconduct as determined by a final court judgment.   

11.2 After-Tax Basis. 

If a payment due under this Section is subject to tax (whether by way of direct assessment or withholding at its source), Bastions Family Office shall be entitled to receive from Principal/Entity such amounts as shall ensure that the net receipt, after tax, to Bastions Family Office in respect of the payment is the same as it would have been, were the payment not subject to tax.   

LIABILITY   

12.1 Entire Financial Liability. 

This Section sets out the entire financial liability of Bastions Family Office to Client/Entity as its exclusive remedy in respect of: (a) any breach of these Terms of Business and the Agreement or statutory or fiduciary duties; and (b) any causes of action based on misrepresentation or tortious acts or omissions (including gross negligence), restitution or otherwise arising under or in connection with these Terms of Business and the Agreement. THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS AND EXCLUSIONS CONTAINED HEREIN REPRESENT THE PARTIES’ INTENTION AS TO THE ALLOCATION OF RISKS HEREUNDER AND, THUS, PARTIES AGREE THAT THESE LIMITATIONS AND EXCLUSIONS ARE REASONABLE. BASTIONS FAMILY OFFICE’S TOTAL LIABILITY IN CONTRACT, TORT (INCLUDING GROSS NEGLIGENCE), BREACH OF ANY STATUTORY OR FIDUCIARY DUTIES, MISREPRESENTATION, RESTITUTION OR OTHERWISE ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THESE TERMS OF BUSINESS AND THE AGREEMENT SHALL BE LIMITED TO THE FEES CHARGED BY BASTIONS FAMILY OFFICE DURING THE YEAR IN WHICH THE BREACHING EVENT REFERRED TO IN THIS CLAUSE OCCURRED.   

12.2 Limitation of Liability. 

Bastions Family Office shall not be liable to Client/Entity for any breach, loss, damage, claims, fines, charges, costs or expenses resulting from actions taken by Bastions Family Office in discharging Bastions Family Office’s duties, unless any of the foregoing is the result of and can be attributed to Bastions Family Office’s gross negligence or wilful misconduct in the rendering of the Services, as determined in a final and enforceable judgment issued by a competent court.   

12.3 Exclusion of Liability. 

All terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms of Business and the Agreement. Except as expressly required by law without the possibility of contractual waiver, in no event will Bastions Family Office be liable to Client/Entity or third party for the following: (a) any special or consequential, punitive, or incidental damages (including, without limitation, loss of profits, revenues or data), whether based on breach of contract, tort (including negligence or strict liability) or otherwise and regardless of the form of the legal action, even if Client/Entity has been advised of the possibility of any such loss or damage; (b) for any late payment of fines, penalties, costs or interests charged by any governmental agency to Client/Entity due to Client/Entity’s delayed transfers or insufficiently detailed wire transfer instructions or for foreign currency exchange losses incurred by Client/Entity; (c) for any action taken (or consequences thereof) by Bastions Family Office based on any forged document where such action by Bastions Family Office would have been reasonable had the document not been forged; (d) for any acts (either by commission or omission) executed pursuant to the independent professional advice, nor for the accuracy or completeness of any such advice; and (e) loss arising from a misunderstanding or transmission error or fraudulent requests received through telephone, telex, facsimile, email or any other means of communication irrespective of authentication and Bastions Family Office acting upon such request. This non-liability includes any damages incurred in connection with the use of multimedia or cyber facilities, as well as any other commercially available communication facility.   

SUSPENSION AND TERMINATION   

13.1 Suspension. 

Without prejudice to any other rights or remedies that Bastions Family Office may have, Client and Entity acknowledge and agree that Bastions Family Office shall have the unilateral right to suspend the supply of Services (including any statutory obligations) arising automatically on Client/Entity’s default to pay Bastions Family Office’s invoices for more than thirty (30) days after the due date for payment.   

13.2 Termination. 

Either party may terminate the Services or the rights granted under the Agreement at any time without any liability or obligation whatsoever upon ninety (90) days prior written notice to the other party. Furthermore, the Services and the Agreement may be terminated by any of the parties with immediate effect by written notice upon the occurrence of any of the following: (a) If the other party breaches any provision of these Terms of Business, the Agreement and fails to cure such breach within forty (40) calendar days of written notice describing the occurrence of a breach hereof; or (b) In the event that the other party is subject of investigation by a regulator or governmental authority for involvement in any money laundering activity or is charged with any criminal offence; or (c) Client or Entity does not comply with the laws or regulations of any applicable jurisdiction; or (d) In the event that (a) the other party becomes insolvent, enters into receivership, is the subject of a voluntary or involuntary bankruptcy proceeding, or makes an assignment for the benefit of creditors; or (d) a substantial part of the other party’s property is or becomes subject to any levy, seizure, assignment or sale for or by any creditor or governmental agency; or (e) If the other party ceases to do business, or otherwise terminates its business operations; or (f) In the event that Entity’s shareholders’ control or Entity’s control is acquired, directly or indirectly, in a single transaction or series of related transactions, or all or substantially all of the assets or business of any of the foregoing are to be acquired by any organization that is not affiliated with Client, except as a result of an assignment permitted hereunder; or (g) Bastions Family Office is unable to contact Client or its representative(s) for a period in excess of three (3) months; or (h) In the event of any change in nature of business of the Entity. Bastions Family Office (including its directors, officers and employees) will not be liable for any damages, charges, fines, taxes, costs and expenses sustained, incurred or expended by Entity, Client or any third party in connection with its resignation, and any subsequent action or omission. Bastions Family Office is unconditionally and irrevocably authorised to convene a general meeting of shareholders/members/partners of the Entity and to vote on behalf of the Entity’s shareholders/members/partners in favor of Bastions Family Office’s resignation and discharge for its previous management.   

13.3 Consequence of Termination. 

(a) Amounts Due; Right to Retain Documents. If the Agreement is terminated in accordance with this Clause or the relevant provision under the Agreement, the parties will assist each other in the transition period. Bastions Family Office will continue to perform the Services subject to the terms and conditions as contemplated under the Agreement and these Terms of Business and, once all amounts due are paid to Bastions Family Office in full, Bastions Family Office will transfer Principal’s and Entity’s information and documents to any person designated in writing by Client. 

(b) Termination for Dissolution; Document Retention. Bastions Family Office will retain such Entity’s and Client’s records or copies of records, as applicable, for the minimum statutory period and use such records and copies of records in accordance with the statutory requirement. Bastions Family Office is authorised to automatically destroy such records unless otherwise agreed with Client/Entity. 

(c) Notice to Government Agencies. On the termination of the supply of Services, Bastions Family Office shall have the right to unilaterally serve notice on any government agency or authority (including the Registrar of Companies/Chamber of Commerce, tax authorities, regulatory authorities, Bastions Family Office’s supervisory authority) and other relevant service providers (including banks) regarding the fact that Amicorp has ceased to supply Services to the Entity.   

These Terms of Business and the Agreement shall be governed by and construed and enforced in accordance with the laws of the jurisdiction as specified under the Agreement applicable to contracts made and to be performed therein, excluding any conflict-of-laws rule or principle that might refer the governance, interpretation or enforcement of these Terms of Business and the Agreement to the laws of another jurisdiction. References to applicable laws, statutes or statutory provisions shall be construed as references to those statutes or provisions as respectively amended or re-enacted or as their application is modified from time to time by other provisions (whether before or after the date hereof) and shall include any statutes or provisions of which they are re-enactments (whether with or without modification) and any orders, regulations, instruments or other subordinate legislation under the relevant statute or statutory provision applicable hereto.         

Dispute Handling; Jurisdiction. 

The parties shall endeavour to resolve any dispute, whether arising during the term or at any time thereafter which involves the validity, construction, meaning, performance, termination, or effect of these Terms of Business and the Agreement, or the rights or liabilities of the parties, promptly and in an amicable and professional manner by negotiations between the parties. Any dispute between the parties arising out of or resulting from these Terms of Business or the Agreement that is not resolved through negotiation within a period of sixty (60) days of the first written claim notice by the aggrieved party shall be settled exclusively by final and binding litigation. The proper venue for any and all disputes in any way relating to or arising under these Terms of Business and the Agreement shall be a court of competent jurisdiction in the city as mentioned under the Agreement. However, Bastions Family Office may initiate legal proceedings against Client regarding the terms agreed in any jurisdiction then corresponding to the domicile or residence of Client. Each party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.   

GENERAL   

16.1 Assignment and Novation. 

Client and Entity may not assign and/or novate his/her/its rights and obligations under any agreement with Bastions Family Office to any affiliated or third party without the prior written consent of Bastions Family Office. Bastions Family Office shall have the right to assign and/or novate its rights and obligations under any agreement to any Affiliates or third parties upon intimation of such assignment and/or novation to Client/Entity.   

16.2 Force Majeure. 

The obligations of any party will be suspended during any period of Force Majeure. For purposes of these Terms of Business or the Agreement, a “Force Majeure” shall mean a major cause beyond a Party’s reasonable control (and not involving any fault or negligence of the Party affected) including, without limitation, acts of God, acts of war, revolution, riots, civil commotion, acts of a public enemy, embargo, acts of government in its sovereign capacity, strikes, lockouts, boycotts, fire, earthquakes, floods or other natural disasters. In this regard, changes in business circumstances or business objectives shall not constitute a “Force Majeure.” In the event of the occurrence of any Force Majeure, the party claiming Force Majeure shall use reasonable efforts to mitigate the effects of Force Majeure in order to perform its obligations under these Terms of Business or the Agreement.   

16.3 Notice. 

For the purposes of these Terms of Business, a notice, invoice or any other message shall be deemed to have been received at the following times: (a) if sent by courier: at the moment of delivery by the courier to the addressee; (b) if sent by registered letter: on the date noted on the return receipt; and (c) if sent by telegram, e-mail or facsimile: on the date of sending or successful facsimile transmission that is, the sender has a hard copy of a confirmation page evidencing that the facsimile was completed in full to the correct fax number) or the sender’s printed name on top of the electronic mail will be a sufficient signature. Fax communications and fax signatures, including those for these Terms of Business or the Agreement, are fully binding on the parties. Unless otherwise expressly indicated in this Agreement, all references to “days” shall mean calendar days.   

16.4 No Partnership or Agency. 

Nothing in these Terms of Business and under the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party. The place of business of Bastions Family Office or any activities undertaken by Bastions Family Office shall not be deemed to be an office, place of business or permanent establishment of Client.   

16.5 Third Party Right. 

The parties to the Agreement shall be Client and/or Entity and Bastions Family Office. A person who is not a party to the Agreement shall not have any rights arising from or in connection with it unless such rights are expressly provided for in the Agreement.   

16.6 Entire Agreement. 

These Terms of Business are applicable to, and are an integral part of, the Agreement. If these Terms of Business deviate from the terms and conditions of the Agreement, the terms and conditions of the Agreement will supersede these Terms of Business.   

16.7 Waiver. 

No failure or delay by a party to exercise any right or remedy provided under the Agreement or these Terms of Business or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.   

16.8 Severability. 

If a provisions of these Terms of Business or Agreement, is or becomes illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable or the parties shall negotiate in good faith with a view toward substituting therefor a suitable and equitable solution in order to carry out the intent and purpose of such invalid provision.   

16.9 Variation. 

No variation or amendment to the Agreement shall be valid or effective unless in writing and signed by authorised representatives of each party hereto. Bastions Family Office shall have the right to make any changes to these Terms of Business.   

16.10 Headings; Definitions. 

Headings used herein are for convenience of reference only, and shall not affect the construction of, or be taken into consideration in interpreting, these Terms of Business and the Agreement. In these Terms of Business and the Agreement (including the recitals), all capitalized words and expressions shall be construed as having the meanings attributed to them as specified herein. References in these Terms of Business and the Agreement to recitals, sections, paragraphs and schedules are to sections and paragraphs in and recitals and schedules to these Terms of Business and the Agreement. The recitals, documents referred to herein, and schedules to these Terms of Business and the Agreement shall be deemed to form part of these Terms of Business and the Agreement.   

16.11 Survival. 

The relevant rights and obligations of the Parties shall survive the termination of these Terms of Business or the Agreement including, without limitation, this provision and the provisions concerning compensation, termination, confidentiality, indemnification, liability, and general provisions (including governing law and jurisdiction).   

16.12 Language. 

These Terms of Business or the Agreement is in the English language only. All notices and other communications to be made or given pursuant to these Terms of Business or the Agreement will be in the English language, except for those communications received from national or local authorities or professionals granted, issued or produced in countries where the English language is not their official language.   

16.13 Announcements. 

No party shall make, or permit any person to make, any public announcement concerning these Terms of Business or the Agreement without prior written consent of the other parties (such consent not be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any court or other authority of competent jurisdiction.