Terms of Service
Terms and Conditions for the Provision of Administrative Services in Cyprus.
1 INTERPRETATION
1.1 These terms and conditions (these Terms) set out the entire agreement between Primelegacy Services Ltd (“Primelegacy”) and the Serviced Entity for the provision of service provider and registered office services as described in Schedule 1. In these Terms the following words shall have the following meanings: AML BO the natural person(s) who ultimately owns or controls the Serviced Entity or on whose behalf a transaction or activity is being conducted and includes, though not restricted to, a natural person who ultimately owns or controls, whether directly or indirectly, ten per cent or more of the shares or voting rights (in the case of a Company) or ten per cent or more share of the capital or profits or voting right. Articles refers to either the memorandum and articles of association of a Company as in effect from time to time. Business Day any day which is not a Saturday, Sunday or a public holiday in Cyprus on which banks are open for non-automated business. CBA the Cyprus Bar Association. Companies Law the Cyprus Companies Law, Cap.113 (as amended from time to time). Company the company which has requested directly or indirectly, that Primelegacy Services provide it with registered office services and which Primelegacy Services has agreed to do under these Terms. Cyprus the Republic of Cyprus. Data Protection Law the applicable Law of any jurisdiction from time to time relating to the protection of Personal Data, including but not limited to (i) national laws implementing the Directive on Privacy and Electronic Communications (2002/58/EC); (ii) the General Data Protection Regulation 2016/679; (iii) the UK Data Protection Act 2018 as amended by the Data Protection, Privacy and Electronic Communications (Amendments)(EU Exit) Regulations 2019; (iv) the Data Protection Act (as Revised of the British Virgin Islands); (v) the Data Protection Act (As Revised of the Cayman Islands), (vi) the Cypriot Law providing for the Protection of Natural Persons with regard to the Processing of Personal Data and for the Free Movement of such Data of 2018 (Law 125(I)/2018), and (vii) any other law, regulation or rule or binding instrument which relates to data protection, privacy or the processing of Personal Data, occurring under or in connection with this Agreement). Directors the directors of the Company from time to time. Effective Date the date of formation of the Serviced Entity or the date on which Primelegacy began providing service provider and registered office services to the Serviced Entity, if later. Electronic Signatures Law the Electronic Signatures and Associated Matters Law, 2004 (L. 188(I)/2004). Fee Schedule the schedule of fees published by Primelegacy and in effect from time to time for the provision of service provider and registered office facilities and related services which may be varied in accordance with the Variation provision of these Terms. The current Fee Schedule is available on request at any time. Primelegacy means Primelegacy Services Ltd , with address at Spyrou Kyprianou 24, MEGARO GIANNI-MARIA, 1st Floor, Office 105, Larnaca, Cyprus, Banita Ventures Limited, Baseleaf Limited, Carmoden Limited, Celina Services Limited, Cloudfold Limited, Crownrich Ltd, Fliray Limited, Galevia Limited, Glazedrop Limited, Glorend Limited, Hazedrop Limited, Molmen Ltd, Rainwire Limited, Reinview Limited, Sandgale Limited, Sandpace Limited, Stoneverse Limited, Tiderip Limited, Verdust Limited, Windlight Ltd, Accendia Services Ltd and any entities, whether partnerships, companies or otherwise, owned or controlled by, or under common control of any of the foregoing. Law includes rules of common law and equity as well as any statute or statutory provision which revises, amends, extends, consolidates or replaces it, or which has been amended, extended, consolidated or replaced by it, and any orders, rules, regulations, instruments or other subordinate legislation made under it, or made by applicable authority. Members the members from time to time of the Company. Officers the officers from time to time of the Company. PEP a politically exposed person or an individual who is or has been entrusted with prominent public functions and members of his immediate family, or persons who are known to be close associates of such individuals. Personal Data personal information relating to an identified or identifiable living individual as defined in applicable Data Protection Law which is disclosed or made available to Primelegacy by or on behalf of the Serviced Entity in connection with the provision of registered office services. Principals refers to the directors, members and officers of a Company. Privacy Statement the Primelegacy Statement (as amended from time to time) Registrar the Registrar of Companies and Official Receiver in Cyprus. Trust Documents the documents referred to in paragraph 3.1(a)(x) of the sections entitled Documents and Information to be Supplied to Primelegacy; Serviced Entity refers to either the Company which has requested directly or indirectly, that Primelegacy provide it with administrative and registered office services and which Primelegacy has agreed to do under these Terms; Special Terms any special terms and conditions agreed in writing between the Serviced Entity and Primelegacy (as approved by a duly authorised representative of Primelegacy) and which are expressed to be Special Terms applying to the provision of service provider and registered office services and related corporate administration services to one or more Serviced Entity. Any Special Terms shall form part of these Terms. In the event of any conflict between these Terms and the Special Terms, the Special Terms shall prevail; and,
1.2 For the purpose of these Terms: (a) use of the singular includes the plural and the masculine gender shall include the feminine and the neuter and vice versa; (b) the headings in these Terms are for convenience only and shall not be interpreted to limit or otherwise affect the provisions of these Terms; (c) written, in writing and maintain includes all modes of representing, reproducing or maintaining words in visible form, including in electronic form; (d) any requirement as to delivery under these Terms includes delivery in electronic form; (e) any requirement as to execution or signature under these Terms can be satisfied in the form of an electronic signature as that term is used in the Electronic Signatures Law.
2 APPOINTMENT OF PRIMELEGACY
2.1 With effect from the Effective Date, Primelegacy shall act as the service provider of the Serviced Entity and shall provide the registered office of the Serviced Entity at its address in Cyprus and shall perform the services set out in Schedule1. The Serviced Entity’s use of Primelegacy services shall be deemed and constitutes the Serviced Entity's acceptance of these Terms as amended from time to time, and consent to the processing of Personal Data as set out in these Terms, Addendum and Privacy Statement.
3 DOCUMENTS AND INFORMATION TO BE SUPPLIED TO PRIMELEGACY
3.1 In the case of a Company: (a) it shall promptly supply to Primelegacy originals or copies (as the case may be) of the following: (i) any offering material (howsoever called) issued to the public in connection with the shares or debt of the Company; (ii) notices and minutes of Directors' and Members' meetings (including committee and class meetings) unless the Company has elected to keep such records at a place other than the office of its service provider pursuant to the Companies Law; (iii) written resolutions passed by the Directors or Members (including committee and class resolutions) unless the Company has elected to keep such records at a place other than the office of its service provider pursuant to the Companies Law; (iv) letters from each Director consenting to act as a Director; (v) letters of resignation from the Directors or Officers; (vi) share transfer forms and cancelled share certificates unless the Company has elected to keep the register of members at a place other than at the office of its service provider; (vii) copies of all notices and other documents filed by or on behalf of the Company with any governmental or regulatory authority; (viii) powers of attorney or other documents (howsoever called) conferring authority on one or more persons to act on behalf of the Company; Effective November 2024 3 #6797867 (ix) any documentation executed by the Company constituting a mortgage, charge or other security interest (howsoever called) over any of its property; (x) in the case of a private trust company, the trust deed or other document creating or evidencing a trust and any deed or document varying the terms of the trust for each trust of which the Company acts as trustee and for any other relevant trust ; and (xi) in the case of a private trust company, written confirmation in a satisfactory form to Primelegacy that the Company is complying with its obligations as a private trust company. (b) Where Primelegacy maintains only a copy of the register of Members for a Company, the Company shall, within 15 days of any change in such register, notify Primelegacy Services in writing of the change. If the place at which the original register of Members is kept changes, the Company shall provide Primelegacy Services with the physical address of the new location of the register within 14 days of the change of location; and (c) Where Primelegacy Services maintains only a copy of the register of Directors for a Company, the Company shall, within 15 days of any change in the register of Directors, notify Primelegacy Servicesin writing of the change. If the place at which the original register of Directors is kept changes, the Company shall provide Primelegacy Services with the physical address of the new location of the register within 14 days of the change of location. (d) it warrants and represents that the statements contained in the Articles are true, accurate, complete and not misleading in all respects and shall promptly notify Primelegacy upon becoming aware that any such statement is or may become untrue, inaccurate, incomplete or misleading in any respect.
3.2 The Serviced Entity shall promptly notify Primelegacy of any threatened, pending or actual litigation against it in any jurisdiction and any action, petition or other steps (whether court-related or not) which is proposed or has been taken in respect of its winding-up, arrangement with creditors, insolvency, reorganisation or analogous procedure, in each case in respect of which its Principals or other authorised persons have actual notice or knowledge.
4 COMPLIANCE OBLIGATIONS
4.1 The Serviced Entity shall promptly supply or procure the supply to Primelegacy of all such information, documents and instructions as requested by Primelegacy from time to time in order to fulfil its obligations under all applicable laws and regulations relating to the prevention of money laundering, terrorism financing, financial crime or breaches of international sanctions or other laws and regulations applicable to the Serviced Entity or Primelegacy including: (a) an explanation in writing of the nature of the Serviced Entity’s activities, an indication of actual and expected turnover and the source of funds; (b) in the case of a Company, evidence satisfactory to Primelegacy of the identity of (i) the Members; (ii) the Directors and Officers; (iii) the AML BOs; (iv) any person (or persons) granted a general authority or a power of attorney to conduct the affairs of the Company; and (v) any other person (or persons) on whose instructions Primelegacy may act in relation to the Company; (c) such other information and documentation as Primelegacy may from time to time reasonably require in relation to the Serviced Entity, its Principals, AML BOs or activities including in relation to the steps taken under paragraph 4.2.
4.2 The Serviced Entity undertakes and warrants for the benefit of Primelegacy: (a) it will take all reasonable steps to satisfy itself that all monies paid to the Serviced Entity as equity and other funds passing through the Serviced Entity do not represent the proceeds of, and that it does not engage in, any unlawful activity; (b) the Serviced Entity complies and will comply with all laws in any jurisdiction which apply to it; (c) that the Serviced Entity, its Principals and AML BOs will not use the Serviced Entity to handle, conceal or in any way utilise funds related to the proceeds of any criminal conduct including but not limited to tax fraud or evasion, money laundering, drug trafficking, terrorism or false accounting; and (d) that the Serviced Entity, its Principals and AML BOs (in each case with respect to the affairs of the Serviced Entity and any income or gains that it produces) will be compliant with all of their respective tax reporting obligations and will make all tax returns and provide all reporting required to be made in any jurisdiction.
4.3 The Serviced Entity shall without delay notify Primelegacy in writing if: (a) it knows or has reasonable cause to believe that any of the information provided to Primelegacy about the AML BOs of the Serviced Entity has changed or that the manner in which such persons hold their interest in or control of the Serviced Entity has changed and provide details of any such changes to the satisfaction of Primelegacy; (b) it knows or has reasonable cause to believe that any Principal or AML BO of the Serviced Entity is or becomes a PEP; or (c) it knows or has reasonable cause to believe that the Serviced Entity or any of its Principals or AML BO of the Serviced Entity is subject to or affected by applicable sanctions or other restrictions. Effective November 2024 4 #6797867
4.4 Primelegacy may refuse to perform any or all of its obligations under these Terms if it determines that to do so would constitute a criminal or regulatory offence in Cyprus or would otherwise contravene a law of Cyprus or any other laws or regulations which apply to Primelegacy or its directors, officers or employees. Primelegacy will inform the Serviced Entity promptly of any decision to refuse to perform an obligation under these Terms made in accordance with this section unless prevented from doing so by applicable law.
4.5
5 TAX
5.1 The Serviced Entity has sole responsibility for the management of its tax and legal affairs including making any applicable filings and payments, complying with any applicable laws and regulations and fulfilling all reporting and declaration obligations in any jurisdiction. Primelegacy does not provide legal or tax advice. Primelegacy recommends that the Serviced Entity, its Principals and AML BOs obtain their own independent advice as to the fiscal consequences of incorporating and maintaining the Serviced Entity. Such advice should be updated on a regular basis especially if any circumstances change.
6 RECORD KEEPING OBLIGATIONS
6.1 The Serviced Entity shall keep records and underlying documentation of the Serviced Entity in such form as: (a) are sufficient to show and explain the Serviced Entity's transactions; and (b) will, at any time, enable the financial position of the Serviced Entity to be determined with reasonable accuracy, including accounts and records (such as invoices, contracts and similar documents) in relation to: (i) all sums of money received and expended by the Serviced Entity and the matters in respect of which the receipt and expenditure takes place; (ii) all sales and purchases of goods by the Serviced Entity; and (iii) the assets and liabilities of the Serviced Entity. The Serviced Entity shall provide Primelegacy without delay any such records and underlying documentation on request and acknowledges that the CBA and other competent authorities in Cyprus acting pursuant to the exercise of a power under an enactment may direct that Primelegacy request any such records or underlying documentation from the Serviced Entity.
6.2 The Serviced Entity shall retain its records and underlying documentation for a period of at least five years from the date: (a) of completion of the transaction to which the records and underlying documentation relate; or (b) the Serviced Entity terminates the business relationship to which the records and underlying documentation relate, and for these purposes "business relationship" means a continuing arrangement between the Serviced Entity and one or more persons with whom the Serviced Entity engages in business, whether on a one-off, regular or habitual basis.
6.3 The records of the Serviced Entity required to be kept under the Companies Law shall be kept: (a) in written form; or (b) either wholly or partly as electronic records. Where any such records or underlying documentation are kept at a place other than at the office of Primelegacy, the Serviced Entity shall provide Primelegacy with a written record of the physical address of the place or places at which the records and underlying documentation are kept including the name of the person who maintains and controls the Serviced Entity’s records and underlying documentation. Where any of the places at which the records and underlying documentation are kept or the name of the person who maintains and controls the Serviced Entity’s records and underlying documentation change, the Serviced Entity shall provide Primelegacy with the physical address of the new location of the records or the name of the new person within fourteen (14) days of the change.
6.4 The Serviced Entity shall promptly inform Primelegacy of any corporate action, changes to the Principals or AML BOs, changes to the constitutional documents or agreements or the creation of any charge, mortgage or other security interests over its assets or property and shall promptly supply to Primelegacy all such information and documents in connection therewith as may be requested by Primelegacy from time to time in order to assist the Serviced Entity and Primelegacy in complying with their respective obligations under the laws of Cyprus.
7 RELIANCE ON INSTRUCTIONS
7.1 In performing its duties, Primelegacy may rely upon any written or oral instructions given, or purported to be given, by (i) a Director, Officer, employee or liquidator of the Serviced Entity as the case may be; (ii) any agent identified in writing by a Director, Officer, employee or liquidator of the Serviced Entity (as the case may be) as able to give written or oral instruction (including, for the avoidance of doubt, one appointed under a security document); or (iii) an intermediary representing the Serviced Entity (including any legal adviser, auditor, manager or administrator) described in paragraph 7.2.
7.2 Unless Primelegacy has written authenticated instructions from the Directors (in the case of a Company) to the contrary, Primelegacy reserves the right to act on the instructions (oral or written) of such an intermediary representing or purporting to represent the Serviced Entity for the purposes of taking any action required in connection with the provision of services under these Terms. In addition Primelegacy reserves the right to not take any action or disclose any information to any person without the confirmation of such an intermediary. Effective November 2024 5 #6797867
8 FEES AND DISBURSEMENTS
8.1 Unless otherwise agreed in writing by a duly authorised representative of Primelegacy: (a) if Primelegacy forms the Serviced Entity, Primelegacy shall be entitled to receive a formation fee payable promptly when invoiced in accordance with the Fee Schedule in effect as at the Effective Date (such fee to include acting as service provider and provision of the registered office for the calendar year in which formation of the Serviced Entity occurred); (b) Primelegacy shall be entitled to receive an annual fee for acting as service provider and for the provision of the registered office of the Serviced Entity payable no later than 31 March in each year following the year in which formation of the Serviced Entity occurred in accordance with the Fee Schedule in effect at the time when the relevant fee is invoiced; (c) Primelegacy shall be entitled to receive a fee for the provision of other services set out in Schedule 1 or Schedule 2 (as the case may be) to these Terms and other fees as set out in the Fee Schedule payable promptly when invoiced in accordance with the Fee Schedule in effect at the time of provision of such services; and (d) Primelegacy shall be entitled to such penalty fees for late payment of amounts due as are set out on the Fee Schedule in effect from time to time.
8.2 Any variation of fees agreed by a duly authorised representative of Primelegacy shall in the absence of any express agreement to the contrary only apply for a period of 12 months from the Effective Date or the date of such agreement (whichever is the later).
8.3 Primelegacy shall be entitled to recover from the Serviced Entity all out of pocket expenses and disbursements (including, but not limited to, filing and registration fees paid to the Registrar, charges for messengers and couriers, printing, postage, photocopying, scanning, telephone charges, secretarial overtime (where attributable to the Serviced Entity's special needs) and other similar costs and expenses), properly incurred or paid by Primelegacy on behalf of the Serviced Entity or otherwise in the performance of its services under these Terms.
8.4 If Primelegacy is requested to perform any services not covered by these Terms it shall inform the Serviced Entity and subject to Primelegacy agreeing to provide the services and unless otherwise agreed it shall charge the then applicable standard rate for such service. Primelegacy has strict anti-bribery and anti-corruption policies and procedures. Primelegacy will not on the Serviced Entity’s behalf make any payment which may, in its absolute discretion, constitute a breach of such policies and procedures by Primelegacy, the Serviced Entity or any other person.
8.5 Primelegacy shall have no obligation to supply services if the Serviced Entity is in default concerning the payment of any fees or disbursements to Primelegacy or any other affiliate or subsidiary of Primelegacy.
8.6 Unless otherwise instructed by the Serviced Entity, any requests received by Primelegacy from the Serviced Entity for legal advice or services and any legal issues arising or assistance required (in either case as determined by Primelegacy from or in relation to documentation received at the registered office including, but not limited to, the updating of the statutory registers, may be referred to an appropriate Law Firm and the Serviced Entity agrees to settle promptly the resulting fees and disbursements of the relevant Law Firm, which shall be charged in accordance with its fee rates and terms and conditions of business as then in effect.
8.7 Primelegacy shall not be responsible for any penalties for which the Serviced Entity may be liable as a result of delayed or failed payment by or on behalf of the Serviced Entity howsoever caused including by way of electronic funds transfers received with insufficient details or non-receipt of transfer advices.
9 ACCOUNTS AND BILLING
9.1 Invoices for fees and all other amounts due from the Serviced Entity will be submitted by email only and the Serviced Entity undertakes to provide at all times a current and valid email address for this purpose. Unless stated otherwise, payment is due within 14 days of the date on the invoice. Where any sums are not paid within 45 days of the invoice, interest shall become payable on the invoice from the date on the face of the invoice until the date of payment at an annual rate of 8.5%. For any sums not paid within 90 days of the date of the invoice Primelegacy reserves the right to rescind and forfeit any discounts or preferential fee arrangements which otherwise applied to the relevant invoice and re-invoice at the full amount which otherwise would be payable. In the event that it becomes necessary to engage collection agents, tracing agents, lawyers or other third parties to secure payment of any invoice which has been outstanding for more than 120 days, the Serviced Entity will be responsible for the payment of all such charges on an indemnity basis which shall be added to the relevant invoice. Primelegacy has a lien over all documents held by it in respect of any unpaid fees and disbursements. All fees, expenses and disbursements payable to Primelegacy pursuant to these Terms shall be paid net of any taxes or charges.
10 COMMUNICATION
10.1 Primelegacy will use various forms of electronic communication in the course of performing its functions. With electronic communication there is a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties. Primelegacy uses virus scanning software to reduce the risk of viruses and similar damaging items being transmitted through emails or electronic storage devices. Primelegacy also expects the Serviced Entity to operate such software. However, electronic communication is not totally secure and the Serviced Entity agrees that Primelegacy shall not be held responsible or liable Effective November 2024 6 #6797867 whatsoever for any damage or loss caused by viruses or for communications which are corrupted or altered after dispatch. The Serviced Entity also agrees that in connection with electronic communication, Primelegacy shall not be liable for any damage or loss caused as a result of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties especially in relation to Personal Data, commercially sensitive or confidential material. Any email communications to or from Primelegacy may be monitored for operational or business reasons.
11 THIRD PARTY ENFORCEMENT ACTION
11.1 In the event of the appointment or purported appointment of any administrator, receiver, liquidator, administrative receiver, provisional liquidator or similar agent in relation to the Serviced Entity, or any attempt by any person to enforce a charge over shares (in the case of a Company) (an Appointment), the Serviced Entity agrees that Primelegacy Services may in its absolute discretion: (i) at the Serviced Entity’s expense obtain and rely on advice from a reputable qualified lawyer in any relevant jurisdiction as to the powers of such person; (ii) comply with any requirements or requests of such person which it reasonably believes to be binding on it; and (iii) exercise its right to rely on instructions of an agent appointed under a security document. Primelegacy shall inform the Serviced Entity of any Appointment as soon as reasonably practicable after it becomes aware of such Appointment.
12 TERMINATION
12.1 Primelegacy may terminate its appointment under these Terms by giving: (a) not less than 60 days’ written notice to the Serviced Entity; (b) not less than 30 days' written notice to the Serviced Entity if the Serviced Entity committed a breach of its obligations under these Terms and failed to make good such breach within the 30 days of notice; (c) not less than 10 days’ written notice to the Serviced Entity if there has been a change of AML BO, or Director as the case may be; (d) not less than 5 days' written notice to the Serviced Entity if the Serviced Entity is in material breach of any regulatory law applicable to it; (e) immediate written notice to the Serviced Entity if in its sole discretion Primelegacy believes that: (i) continuing to provide the services would or might assist in the furtherance of criminal or other unlawful activity; (ii) continuing to provide the services would or might constitute a breach of any applicable Law or otherwise be unlawful; (iii) continuing to provide the services does not fit within the risk strategy of Primelegacy; (iv) the Serviced Entity, or the AML BO are subject to any international financial sanctions, or are designated as a person with whom Primelegacy is prohibited from dealing; (v) in continuing to provide the services, it may suffer reputational damage or be prejudicial to the interests of Primelegacy; (vi) the Serviced Entity, or the AML BO have given Primelegacy false information; or (vii)the conduct of the Serviced Entity, or the AML BO of whatsoever nature makes it inappropriate in any way to continue to provide the services.
12.2 The Serviced Entity may terminate the appointment of Primelegacy under these Terms by giving: (a) not less than 90 days' written notice to Primelegacy; (b) not less than 30 days' written notice to Primelegacy if Primelegacy committed a breach of its obligations under these Terms and failed to make good such breach within the 30 days of notice; or (c) immediate written notice to Primelegacy if Primelegacy ceases to be lawfully able to act as the service provider of the Serviced Entity.
12.3 Termination of these Terms shall be without prejudice to outstanding payment obligations, the exclusion of liability and indemnification provisions set out in these Terms as well as any other provision of these Terms intended to survive the termination of these Terms and both party’s rights with respect to any previous breach of these Terms by the other.
12.4 Primelegacy shall, on the termination of its appointment under these Terms and upon payment by or on behalf of the Serviced Entity of any outstanding fees, costs and expenses due to Primelegacy (including its standard fees relating to the transfer of service provider and other disbursements) deliver to any succeeding service provider or as the Serviced Entity may direct all documentation in its possession relating to the affairs of the Serviced Entity and which are the property of the Serviced Entity provided that Primelegacy shall be entitled but not obligated to make and retain copies thereof in its closed files archives and archive all other correspondence files, Personal Data and other records of the Serviced Entity in accordance with the then current record retention policy of Primelegacy.
12.5 The Serviced Entity shall, on termination of the appointment of Primelegacy under these Terms, if still in existence, arrange the passing of a resolution to transfer the service provider and registered office of the Serviced Entity to an alternative service provider and location respectively and Primelegacy shall be entitled (but not required) to serve notice on the Registrar that it Effective November 2024 7 #6797867 is no longer acting as the service provider or providing the registered office of the Serviced Entity. The Serviced Entity shall amend all letterheads and other material to cease mentioning the name of Primelegacy or its address from the date of termination of the appointment of Primelegacy under these Terms.
13 NON EXCLUSIVITY
13.1 The Serviced Entity acknowledges and accepts that Primelegacy may provide corporate administration services to any other person it may think fit whether for its own account or that of any other person or entity including, without limitation, any person or entity the Serviced Entity may regard as a competitor or otherwise having interests adverse to the Serviced Entity. Nothing contained in these Terms shall constitute a partnership between the Serviced Entity and Primelegacy nor shall any employee, officer or director of Primelegacy be deemed to be an employee of the Serviced Entity or entitled to any remuneration or other benefits from the Serviced Entity.
14 LIMITATION OF LIABILITY AND INDEMNITY
14.1 Primelegacy shall not be liable for any awards, damages, losses, claims, proceedings, demands, liabilities, costs or expenses suffered or incurred by the Serviced Entity or any other person at any time from any cause arising out of or in connection with these Terms or related to the performance or non-performance of the services provided under these Terms unless arising directly as a result of Primelegacy fraud, wilful default or gross negligence or that of any of its directors, officers, employees or agents (as the case may be). The Serviced Entity agrees that Primelegacy (and its directors, officers, employees or agents) shall not be in wilful default or committed gross negligence where it (acting by itself or through the Serviced Entity) complies with an order of the Court or determines in its or their sole discretion that an order of the Court or amendment to an order of the Court is required before taking the relevant action.
14.2 The Serviced Entity shall indemnify (on a full indemnity basis) and hold harmless Primelegacy, their successors and assigns and their respective directors, officers, employees, agents and partners (collectively, the Indemnified Persons) and each of them, as the case may be, against all awards, liabilities, obligations, losses, damages, penalties, actions, proceedings, claims, judgments, demands, costs, expenses or disbursements of any kind (including legal fees and expenses) which they or any of them may incur or be subject to in consequence of these Terms or as a result of the performance of these Terms or as a result of the performance of the services under these Terms except and to the extent that these are as a result of the fraud, wilful default or gross negligence of the relevant Indemnified Person and this indemnity shall expressly take effect for the benefit of any such Indemnified Person existing or future and shall remain in force despite any termination of such person’s relationship with Primelegacy.
14.3 Subject always to the express provisions of these Terms, the limitations of liability and indemnification provided by these Terms shall not be deemed to be exclusive of any other rights to which those seeking indemnification may be entitled under any statute, agreement, the constitution of the Serviced Entity or otherwise, and shall continue after the termination of the appointment of Primelegacy by the Serviced Entity.
14.4 Primelegacy shall not be liable in tort, statutory duty, pre-contract or misrepresentation (other than fraudulent misrepresentation) or otherwise for (i) any consequential, indirect, special, incidental, punitive or exemplary loss; or (ii) any economic losses (including loss of revenues, profits, contracts, business or anticipated savings), arising out of or in connection with these Terms in each case whether or not Primelegacy has been advised of the possibility of such loss or damage and howsoever incurred. For the avoidance of doubt Primelegacy shall not be so liable for any loss of goodwill or reputation. The maximum liability of Primelegacy under these Terms is limited (in the absence of fraud) to US$5 million.
14.5 This Limitation of Liability and Indemnity section shall survive termination of these Terms.
15 DATA PROTECTION AND PROCESSING
15.1 Please refer to the Privacy Statement for further information on how Primelegacy collects Personal Data, how it is used, what rights and choices You have in relation to the Personal Data held and processed and how You or data subjects whose Personal Data may be held by Primelegacy can contact us.
15.2 In providing Services and otherwise fulfilling its obligations under these Terms, Primelegacy may be required to process information which is Personal Data (including information which also constitutes “personal data” as defined in the Data Protection Law of Cyprus (DPA). You acknowledge and agree that: (a) You have received, read and understand the contents of the Privacy Statement; (b) You have shared the Privacy Statement with all relevant individuals before their disclosure of Personal Data to Primelegacy; (c) to the extent Primelegacy acts as a “data controller” (as defined in the DPA) in respect of the Personal Data, Primelegacy may process the Personal Data in accordance with applicable Data Protection Law (including the DPA) and the Privacy Statement; (d)You agree to the sharing of any such Personal Data for the purposes stated in the Privacy Statement; and Effective November 2024 8 #6797867 (e) to the extent Primelegacy acts as a “data processor” (as defined in the DPA) in respect of the Personal Data, the provisions of the Data Processing Addendum (Addendum) shall apply to any processing of Personal Data undertaken by Primelegacy.
16 CONFIDENTIALITY
16.1 It is agreed between the Serviced Entity and Primelegacy that neither party shall, at any time, disclose to any other person and shall treat as confidential, any information relating to the business, finances or other matters of the other party, which such party has obtained as a result of its relationship with the other party under these Terms, save where the information is or was: (a) already known to the recipient from a source other than the other party without any obligation of confidentiality; (b) in the public domain or becomes public knowledge otherwise than as a result of the unauthorised or improper conduct of the disclosing party; (c) disclosed as required by any law or order of any court, tribunal or judicial equivalent, or due to any direction, request or requirement (whether or not having the force of law) of any central bank, governmental, supervisory or other regulatory agency or taxation authority (provided that, if legally permissible, the recipient will promptly inform the other party of any such order, direction, request or requirement prior to disclosing any information); (d) disclosed for business purposes to affiliates, professional advisors, service providers or agents, engaged by one of the parties, who received the information under a duty of confidentiality (including disclosure to law firms where such law firm is also acting for the Serviced Entity unless instructed otherwise); (e) made available by a third party who is or was entitled to divulge such information and who is not under any obligation of confidentiality in respect of such information to the other party; or (f) disclosed with the consent of the other party (including any consents contained under these Terms).
16.2 The parties shall ensure that any confidential information provided to the other party is provided with any relevant consents required which the disclosing party will be responsible for obtaining.
16.3 This Confidentiality provision: (a) does not prohibit Primelegacy from disclosing information to Law Firm to protect its own interests with respect to the Serviced Entity provided always that each Law Firm shall also treat such information as confidential; (b) does not prohibit Primelegacy from disclosing information to law firm for legitimate business purposes connected with the provision of legal advice to or with respect to the Serviced Entity and, without limitation to the generality of the foregoing, Primelegacy may disclose information relating to the Serviced Entity without seeking the consent of the Serviced Entity on request from a partner or employee of a Law Firm upon confirmation from such Law Firm that such Law Firm is currently instructed by or on behalf of the Serviced Entity; (c) does not prohibit the Primelegacy for legitimate business purposes such as improving the level and quality of service, unless otherwise directed by the Serviced Entity by emailing: info@primelegacyservices.com (d) does not prohibit the Serviced Entity from disclosing a copy of these Terms to its Members or prospective Members (in the case of a Company); and (e) shall survive termination of these Terms.
17 VARIATION
17.1 The Serviced Entity acknowledges and agrees that Primelegacy may, in its sole discretion, at any time and from time to time change, alter, adapt, add or remove portions of these Terms (including the Fee Schedule), and, if Primelegacy does so, Primelegacy will give notice by posting any changes to these Terms on its website (https://www.primelegacyservices.com/)making clear the date on which the changes to these Terms come into effect. The current version of these Terms is available at any time on request. The Serviced Entity's continued use of Primelegacy services following any changes to these Terms shall be deemed and constitutes the Serviced Entity's acceptance of those changes and the Serviced Entity acknowledges and agrees to be bound by the current version of these Terms at all times and that unless stated in the current version of these Terms all previous versions shall be superseded by the current version.
18 NOTICES
18.1 Any notices to be given and any correspondence or communications to be delivered or forwarded pursuant to these Terms shall be sufficiently served, delivered or forwarded if sent by email, prepaid airmail or by fax and shall be deemed to be given and shall be sent: (a) in the case of Primelegacy, to its address specified against its name in the Interpretation section of these Terms or by email to info@primelegacyservices.com; Effective November 2024 9 #6797867 (b) in the case of the Serviced Entity, to such correspondence address, fax number or email address as specified by the Serviced Entity to Primelegacy in writing on or about the Effective Date; (c) to any other correspondence address, fax number or email address or for the attention of any other person as may from time to time be notified by one party to the other party by notice given in accordance with the provisions of these Terms; and (d) in the absence of any address specified or notified pursuant to (b) and (c) above, to such other address as Primelegacy in its sole and absolute discretion considers appropriate.
19 MISCELLANEOUS
19.1 If any provision of these Terms shall be found by any court or arbitrator to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of these Terms which shall remain in full force and effect. If any provision of these Terms is found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were modified, the provision in question shall apply with such modification(s) as may be necessary to make it valid. Nothing in these Terms shall exclude or restrict any liabilities which cannot lawfully be limited or excluded save to the extent permitted by applicable law.
19.2 These Terms are supplied in English and all communications between Primelegacy and the Serviced Entity will be in English. If we provide the Serviced Entity with a translation of these Terms or any communication, the English language version will be the only legally binding version and will prevail if there is any inconsistency.
19.3 These Terms supersede all previous agreements between the Serviced Entity and Primelegacy for the provision to the Serviced Entity of service provider and registered office services and the services set out in Schedule 1 (in the case of a Company). These Terms (including any Special Terms) set out the entire agreement and understanding between the parties relating to their subject matter.
19.4 The copyright in all original documents prepared by Primelegacy for or in respect of the Serviced Entity is the property of Primelegacy (as the case may be). Primelegacy accepts no responsibility for the use of these documents for cases or circumstances different from those in respect of which they were originally prepared.
19.5 Despite any other provision of these Terms, Primelegacy shall, at all times, comply with all laws and regulations applicable to it, including but not limited to, its obligations as a Serviced Entity regulated by ICPAC.
19.6 The failure by either party to object to or take affirmative action with respect to any breach of these Terms by the other party shall not be construed as a waiver of such breach or of any future violation, breach or wrongful conduct.
19.7 These Terms shall not be assignable by the Serviced Entity but may be assigned by Primelegacy to an affiliated entity at any time without prior notice to the Serviced Entity or to a third party service provider on 30 days’ notice to the Serviced Entity.
20 APPLICABLE LAW AND JURISDICTION
20.1 These Terms shall be governed by and construed in accordance with the laws of Cyprus. The parties submit to the exclusive jurisdiction of the courts of Cyprus and no proceedings shall be brought in the courts of any other jurisdiction.