1.          These General Terms of Engagement (“Terms”) cover all of the related services that the Service Provider (“Service Provider”) as a Service Provider will provide to the Principal (“Client”).

These Terms are an integral part of the Services Agreement and any other agreement signed between the Service Provider and the Client.

Scope of Services

2.          The Service Provider will provide related services to the Client.

3.          The Service Provider will perform the work using the information and documents provided by the Client.

4.          The Service Provider will carry out the work to its best ability using due professional care.

5.          The Service Provider will make available to the Client’s benefit, knowledge and experience in related matters based on the latest information available.

6.          The services provided by the Service Provider will be based on his current understanding of the true meaning of the law. When at the time of rendering the services the Service Provider is aware that the application of the law by the authorities is inconsistent with his interpretation of the law, the Service Provider will inform the Client accordingly.

7.          In performing the work, the Service Provider will inform the Client of the applicable legal provisions and their application in practice in an objective way, while representing the Client best interests.

8.          In providing services to the Clients, replies are frequently provided to questions at meetings, on the telephone, or in other unwritten forms. Upon request the Service Provider will confirm the advice in writing to the Client, following appropriate research. Unless the Service Provider has provided such confirmation to the Client, the Service Provider cannot take any responsibility for the accuracy of the views expressed in unwritten form. Any oral or draft reports, or minutes of meetings, which are prepared by the Service Provider, will not constitute a definitive opinion or conclusion and this will be contained solely in the final written advice.

9.          In providing the services to the Client, the Service Provider will involve partners, managers, and staff in order to ensure the best mix of professionals to carry out the work involved in the Client’s best interest.

Rights and responsibilities of the Service Provider

10.        The Service Provider is entitled and obliged to protect the rights and legitimate interests of its Client.

11.        The Service Provider is obliged to act in good faith and conscience, to make thorough use of all legal means and to take all actions which it considers to be beneficial, based on its own assessment or on the Client’s orders.

12.        In legitimate cases and if it is urgent and essential and in the interests of the Client, and if it is not possible to obtain the Client’s agreement, and if not explicitly forbidden, the Service Provider may deviate from the Client’s orders.  However, the Service Provider must always inform the Client of such a step without delay.

13.        The Service Provider is obliged to use all of its knowledge, experience and abilities in the provision of services to the Client.

14.        Within agreed deadlines, the Service Provider is obliged to notify the Client of all circumstances observed while providing service which could lead to a change in the Client’s statements or returns.

15.        The Service Provider’s own professional standards demand that its employees representing a Client must always act in what they consider to be in the Client's best interests. This may mean that on occasion the Service Provider would take action, discuss matters with the third Party, or provide information where it may be impossible or impractical for the Service Provider to contact the Client in advance. The Client hereby agrees to the exercise of the Service Provider’s judgment in these matters, where the Service Provider’s intention is to serve the Client's best interests.

16.        Where the work involves the use of an employee of the Service Provider, acting in his/her own personal capacity, the Service Provider might require at the time the completion of a Power of Attorney by the Client in favor of that employee.

17.        The Service Provider is required to carry out its services in such a way as to prevent damaging circumstances from arising, even in cases where damage would occur as a consequence of the inactivity.

18.        The Service Provider is responsible for damages that may occur by the work of its employees. The Service Provider is not responsible for damages caused by the Client’s lack of cooperation with the Authorities or with the Service Provider or for damages caused by the Client’s not adhering to deadlines or to the procedures proposed to the Client by the Service Provider.

19.        The Service Provider shall be released from its responsibility if it is shown that the damages could not have been avoided even if the Service Provider had made every possible effort to do so.

20.        Damages are understood to be damages to the Client’s equity, which occurred in relation to the activities of the Service Provider within the scope of the Agreement.

21.        Taxes, which are subsequently charged to the Client by the tax authority, are not generally considered to be damages.

22.        The Service Provider is not responsible for damages caused to the Client because the Client violated the stipulations included in the Engagement Pack.

23.        Neither does the Service Provider bear responsibility for the authenticity and accuracy of the documents and information provided to it by the Client.

24.        The Service Provider’s responsibilities for the quality and accuracy of the services provided are independent from the Client’s obligation to continually make every effort to prevent damages from occurring.

25.        If legitimate concerns arise that damage may occur as a result of the service that was provided, both Parties are obliged to take appropriate steps and actions in order to prevent or lessen the impact of the damages. The Client is also obliged to inform the Service Provider of such an occurrence immediately upon detecting it and to cooperate with the Service Provider as needed.

26.        If there is controversy concerning the reason for damages that have arisen from the findings of a state body, the Client is obliged to allow the Service Provider to apply all relevant remedial instruments and to sue for all relevant measures of legal protection, or the Client shall take part in such measures. Should the Client not enable the Service Provider to proceed in this way, the Service Provider is not obliged to cover the damages that have arisen.

27.        The Service Provider is obliged to keep all original correspondence received during the course of the service provision.

28.        The Service Provider is entitled to withdraw from the Agreement. In such a case, the Service Provider must complete all urgent matters within 30 days from the notification of withdrawal from the Agreement, provided the Client has not carried out other measures, and bill the Client for an advance payment for any professional fees and expenses.

Rights and responsibilities of the Client

29.        The Client has the right to receive service in accordance with these Terms and within the scope of the Agreement.

30.        The Client has the right to receive an explanation of the procedures which the Service Provider has applied and to complete information about the status of the process in which the Service Provider is representing him.

31.        The Client has the right to copies of all documents which the Service Provider has submitted in the Client’s name, should there be any.

32.        It is the Client’s right and responsibility to cooperate closely with the Service Provider during the provision of services.

33.        The Client is obliged to provide the Service Provider with all documents and other information which are related to the subject of the service or which the Service Provider requires within agreed deadlines.

34. The Client is also obliged to inform the Service Provider of all known risks that are related to the fulfillment of the subject of the Agreement.

35. At the Service Provider’s request, the Client will provide essential information and instructions in written form. If the Client requires a binding evaluation from the Service Provider, the Client is obliged to disclose all information on the transaction.

36. The fact that the Service Provider is obliged to exercise professional care and at the same time is accountable for the quality and accuracy of the services provided, must not be understood to mean that the Client is not obliged to make every possible effort to avoid any damages within the provided services.

37. The Client is obliged to inform the Service Provider without delay of all acts carried out without its knowledge, concerning issues, which are the subject of the Agreement. The Client is solely responsible for the outcome of any such acts.

38. The Client shall not recruit or approach any Professionals of the Service Provider to join its employ, whether temporarily or permanently, directly or indirectly, to work for the Client or companies affiliated to the Client, whether on a salaried basis or otherwise, to perform activities during the period in which the Service Provider is active on behalf of the Client or companies affiliated to the Client and for a period of twelve months thereafter.

Limitation of liability

39. Both Parties shall each defend, indemnify, and hold harmless each other, as well as those of their respective officers, associates and employees who perform any services or duties under the Agreement, from any claims, loss or liability including without limitation, damage to property, arising out of or connected with any aspect of the performance by that Party or its officers, associates or employees, of the obligations required of that Party under the Agreement.

40. The Client agrees that the Service Provider will not be liable for (i) loss or corruption of data, (ii) loss of profit, goodwill, business opportunity, anticipated savings or benefits or (iii) indirect or consequential loss.

41. The Client agrees that total liability (including interest) of the Service Provider, for all claims connected with the services or the agreement (including but not limited to negligence) shall be limited to no more than two times the value of the monthly fees payable for recurring services provided either in the two months immediately preceding the loss or claim first being notified to the Client or in the case where services have been terminated, the last two months of service.

42. Liability can only be claimed within one year after the termination date of the Agreement.

43. The Service Provider is not liable for damages (penalties and fines) in case that the damage does not occur by its bad performance.

44. It is agreed that the fees of the Service Provider have been determined in consideration of, and reflect, the limitations set forth in this Clause.

Provision of information

45. The Client agrees to provide all relevant documents and information reasonably required on a timely basis to enable the Service Provider’s to provide dedicated services.

46. The Client also agrees to bring to the attention of the Service Provider immediately any changes in the information and documents originally provided to the Service Provider.

47. The Service Provider will not be liable for any loss or damage arising from reliance on any information or documents supplied by the Client or for any inaccuracy or other defect in any information or documents supplied by the Client.

48. If the Client believes that the Service Provider has misunderstood or failed to take into account relevant facts or circumstances, the Client is obliged to inform the Service Provider immediately.

49. The Client will ensure its employees are available to provide information and explanations reasonably required to enable the Service Provider to provide the required services. Where the assistance of specific members of the Client’s staff is required, this will be agreed between both Parties.

Confidentiality

50. The Service Provider is obliged to keep confidential all information learned during the provision of services for the Client.

51. The Client may however release the Service Provider from the duty of confidentiality.

52. The Service Provider obligation to maintain confidentiality does not extend to cases where disclosure is required by law.

53. Where the Client provides the Service Provider with fax or electronic mail addresses to which information and documents are to be sent, the Service Provider assumes that the arrangements are sufficiently secure and confidential to protect the Client interests.

Personal Data Protection - Privacy

54. To the extent that the Scope of Work of this contract falls within the scope of the General Data Protection Regulation (EU 2016/679) and the national legislation on the protection of individuals from the processing of personal data, the Service Provider declares that it has taken all necessary measures to process personal data in accordance with the applicable laws.

55. In particular the Service Provider declares that the processing of personal data will be carried out only in the context of the agreed services and for the purpose of their execution and any obligations arising under the above-mentioned Regulation shall be borne by both Parties accordingly. The processing of all personal data is deemed confidential.

56. The employees of the Service Provider are professionally qualified, skilled with technical knowledge and personal integrity in order to maintain confidentiality. The Service Provider guarantees that he has adopted and will regularly update in the future the appropriate organizational and technical measures for data security and its protection against accidental or unlawful destruction, accidental loss, alteration, unauthorized disclosure or access and any other form of unfair processing, and that these measures shall ensure a level of security commensurate with the risks involved in the nature of the data being processed.

57. The Service Provider must comply without delay with the relevant Data Protection Authority's instructions regarding the level of security and the protection measures that need to be taken for such data in the light of technological developments.

58. Furthermore the Service Provider undertakes to inform without delay the Client’s Data Protection Officer or the Data Protection Authority of any incident or violation and to notify them in accordance with the law.

Electronic Communications (“e-mail”)

59. The Service Provider may wish to send messages and/or documents to the Client by e-mail. Like other means of communication, e-mail carries with it the possibility of inadvertent misdirection, or non-delivery of confidential material.

60. Accordingly, unless the Client notifies the Service Provider otherwise, the Service Provider shall regard the Client acceptance of these terms and conditions as including the Client consent to use e-mail and as agreement to the procedures set out below.

Procedures

61. Where messages are sent by e-mail, the Service Provider will adopt the following procedures and require the Client to do likewise: If a matter is urgent the sender will supplement e-mail with a telephone call to confirm that appropriate action is being taken; If sending a confidential e-mail message, the sender will indicate clearly if a response is not wanted in electronic form. All risks connected with sending commercially sensitive information relating to the Client business by e-mail are borne by the Client and are not the Service Provider’s responsibility. If the Client does not accept this risk it should be notified to the Service Provider in writing that e-mail is not an acceptable means of communication; Both Parties will carry out procedures to protect the integrity of data; in particular, it is the recipient’s responsibility to carry out a virus check on any attachments before launching any documents, whether received on disk or otherwise.

Third Parties

62. Where the Client is using the services of third Parties whose work may affect the Service Provider’s ability to provide required services, the Client will ensure that appropriate arrangements with third Parties are in place, to enable the timely and accurate transfer of information. The Service Provider shall, under no circumstances, be responsible for the quality, adequacy or relevance of the work of third Parties on which the Service Provider may need to rely.

63. Any advice given by the Service Provider is solely for use by the Client under the circumstances that the Service Provider has been asked to consider. It may be inappropriate to apply this advice in a different context or at a later date. In the event that the Client wishes to do so, the Client agrees to contact the Service Provider to confirm whether this advice is also applicable to different situations or at a later date.

64. In addition, the Service Provider’s advice must not be provided to any third Party without prior written consent of the Service Provider. The Service Provider will be pleased to provide copies to other advisors of the Client, solely to enable them to advise the Client and provided the Service Provider has an opportunity to consider the context in which the Service Provider’s advice is being used.

65. The Service Provider’s advice will be for the benefit of the Client and should not be provided to nor relied upon by any other Parties. The Service Provider accepts no responsibility or liability to third Parties, which place any such reliance on its work without prior written approval.

66. The Client will advise in writing of any restrictions in the sharing of information, either with employees within the Client’s organization or with any interested third Parties (such as the tax authorities). In the absence of such written restrictions, the Service Provider will exercise professional work on the basis that information made available to or produced by the Service Provider may be provided to others when done in good faith and when judged by the Service Provider to be necessary or useful in representing the Client’s interest.

67. The Service Provider is authorized to act on the instructions, oral or written, of any member of the Client’s staff, unless expressly instructed otherwise.

Fees

68. The fees of the Service Provider are calculated primarily with reference to the time spent, at rates, which reflect such factors as complexity, seniority of the personnel involved, the size of transaction and specialist input, and will take account of urgency, the use of techniques/expertise, research and know-how developed within our firm.

69. All work is subject to the normal internal review procedures of the Service Provider.

70. In the event of an audit or similar investigation, the Service Provider will be available to assist the Client with the audit examination process with respect to any issue on which the Service Provider has previously provided advice. Such services will however be subject to a separate fee because the fee for advice initially given on an issue does not include assistance with an audit examination or any further work arising relative to that issue.

71. The Service Provider usually issues its invoices at the middle of each month. The invoices are payable at the end of the Service Month.

Conflicts of interest

72. The Service Provider provides a range of Services to a number of Clients and may be in a position where the Service Provider is providing Services to companies and organizations that the Client might regard as giving rise to a conflict of interest. While the Service Provider has established procedures to identify such situations, it cannot be certain that the Service Provider will identify all of those conflicts which may exist or which may develop, in part because it may be difficult to anticipate what the Client perceives to be a conflict of interest. The Service Provider therefore requests the Client to notify of any potential conflicts arising from Services of which the Client is, or becomes, aware. Where the above circumstances are identified and the Service Provider believes that the Client’s interests can be properly safeguarded, the Service Provider will discuss and agree with the Client the arrangements that it will put in place to ensure that the Service Provider remains independent, and that confidentiality is maintained.

Complaints procedure

73. The Service Provider wishes to provide the Client at all times with a high standard of services. If at any time the Client believes that the services of the Service Provider could be improved, the Client is requested to raise the matter immediately.

Applicable law

74. The Engagement Pack is governed by and construed in accordance with Cyprus Law and any dispute that might arise hereunder or in respect thereof is subject to the exclusive jurisdiction of the Courts of Larnaca – Cyprus.

Final provisions

75. These Terms supersede previous versions and apply notwithstanding anything contained in any proposal or similar document. They may be updated from time to time or supplemented by additional Terms specific to individual advisory projects.

76. This agreement remains in effect until terminated by either Party by written notice. On such notice being given, the Client will be responsible for all professional fees and expenses incurred by the Service Provider for the provision of services under the Agreement.