ABACAI LTD – GENERAL TERMS OF BUSINESS

1. Definitions and Interpretation

1.1 Definitions

In these General Terms of Business:

• Abacai means Abacai Ltd, a company incorporated in England and Wales on 12 November 2018 with company number 11674768.
• Abacai Privacy Notice means the privacy notice appended to these General Terms of Business.
• Agent means any person appointed by the Client as agent, adviser, or other intermediary for that Client, who interacts with Abacai on behalf of that Client in connection with the Services.
• Business Day means a day (other than Saturday or Sunday) on which banks are open for business in England and Wales.
• Client means any person for whom Abacai has agreed to provide, or arrange the provision of, Services, and who is named as such in any Engagement Terms.
• Engagement Terms means any terms agreed between the Client and Abacai under which Abacai is appointed to provide, or arrange provision of, any Services to or on behalf of the Client, including these General Terms of Business (as amended from time to time) and any engagement letter.
• Indemnified Person means Abacai and any director, officer, employee, or agent of Abacai, including their successors and assigns.
• Regulations means any applicable law, order, rule of court, regulation, standard, or code of conduct (as amended from time to time) that is mandatory for Abacai to comply with in England when providing the Services.
• Services means the services Abacai has agreed with the Client (or any Agent on behalf of the Client) to provide or arrange.

1.2 Interpretation

In these General Terms of Business:

• words in the singular include the plural and vice versa;
• references to one gender include all genders;
• headings are for convenience only and do not affect interpretation;
• general words are not restricted by specific examples; and
• where a word or phrase is defined, its other grammatical forms have corresponding meanings.

2. Services

• Abacai will provide, or arrange the provision of, the Services to the Client in accordance with all Regulations.
• If the Client comprises more than one person, the obligations of those persons under the Engagement Terms are joint and several.
• Any engagement is subject to receipt of any requested payment on account of Abacai’s fees and/or disbursements.

3. Instructions

• Abacai may accept instructions (written or otherwise) from any person reasonably believed to be acting on behalf of the Client.
• Where the Client requests Abacai to take instructions from a third party (or Abacai accepts such instructions), Abacai may treat those instructions as if given by the Client unless the Client notifies Abacai otherwise in writing. The Client agrees to indemnify Abacai against claims that the third party was not entitled to act.
• Where the Client comprises more than one person, Abacai may rely on instructions from any one of them.
• Where the Client is a legal person/body corporate, Abacai may rely on instructions from any officer (or equivalent).

3.1 Non-written instructions

Where any instruction, request, communication, or advice is not in writing, Abacai shall not be liable for:

• failure to comply wholly or partly with it;
• lack of clarity, contradictions, incompleteness, ambiguity, or errors (in Abacai’s reasonable opinion);
• non-receipt or delay; or
• lack of authority of the person giving it, provided Abacai acted reasonably under clause 3.

3.2 Written instructions

Where instructions are in writing, Abacai shall not be liable for the matters above unless Abacai has acted negligently.

3.3 Electronic signatures

If Abacai receives a document executed using an electronic signature by a Client and/or Agent, Abacai may assume the signature complies with applicable laws and governing documents, and that there is no restriction affecting validity or enforceability.

3.4 Discretion

Nothing in the Engagement Terms limits how Abacai will exercise discretionary powers vested in Abacai by the Client for the Client’s benefit or otherwise in connection with the Services.

4. Specific Authority

4.1 Circumstances

If:

• a demand is made against the Client for payment (including taxes, duties, fees, or other impositions) and payment has not been made; or
• Abacai requires instructions and cannot obtain instructions it reasonably considers proper; or
• Abacai receives instructions that are or may be illegal or may expose Abacai or any Indemnified Person to personal liability; or
• Abacai refuses, suspends, delays, or defers provision of the Services or implementation of an instruction under clause 14 (Suspension),

then Abacai may proceed as it deems necessary.

4.2 Action

In the above circumstances, Abacai may take no further action in relation to the Client.

4.3 Notice

Abacai will, as soon as reasonably practicable after acting under this clause, notify the Client (or beneficial owner where appropriate).

4.4 Liability

No liability attaches to Abacai for action or inaction taken under this clause, provided Abacai has not acted negligently.

5. Fees and Disbursements

• Abacai may charge:
  • fees for providing, or arranging provision of, Services; and
  • disbursements for costs or expenses incurred in providing Services.
• Fees and disbursements will be charged as set out in the Engagement Terms or otherwise agreed.
• Fees and/or disbursements paid by or for the Client are non-refundable in all circumstances (including termination), unless termination resulted from Abacai’s fraud, negligence, or wilful default, or unless otherwise agreed.
• Where Abacai appoints a third party with the Client’s prior written consent, the Client is responsible for the third party’s costs.

6. Undertakings – Bribery, Corruption and Tax Evasion

6.1 Acknowledgements

The Client acknowledges that:

• Abacai is committed to preventing criminal activity and complying with laws on corruption, bribery, and tax evasion, and expects transparency and integrity; and
• where the Client has taken other professional advice, Abacai has no duty to verify that advice remains complete or up to date and accepts no responsibility for it.

6.2 Client undertakings

The Client confirms, undertakes, and covenants that:

• all assets introduced are lawfully obtained and not derived from illegal activity;
• the Client will not be used for unlawful activity and will keep Abacai informed of business transacted on the Client’s account;
• the Client will comply with filing requirements and promptly pay applicable taxes and duties;
• neither the Client nor persons connected to it have (to the Client’s knowledge) breached anti-corruption, anti-bribery, or tax evasion laws;
• the Client and (to the Client’s knowledge) its beneficial owners/controllers will not engage in conduct facilitating tax evasion or improper business advantage;
• where applicable, the Client maintains appropriate policies and procedures (including adequate procedures under the UK Bribery Act 2010 and tax evasion prevention);
• the Client will promptly notify Abacai if it or connected persons are investigated/prosecuted/charged/convicted under relevant laws (to the Client’s knowledge);
• no instruction requires unlawful acts or contains falsehoods, and all information given is accurate, complete, and not misleading;
• the Client will promptly provide information and documents reasonably requested to enable Abacai to provide Services;
• Abacai may disclose information where required or desirable to comply with legal/regulatory obligations or best practice (including AML/CFT and beneficial ownership rules), without obligation to inform the Client; and
• the Client has no connection to sanctioned entities/individuals/activities and will not operate in sanctioned jurisdictions under applicable regimes (including UN, EU, or OFAC sanctions).

6.3 Undertakings – general

In addition, the Client undertakes that:

• the Client will not be used contrary to any applicable securities dealing code; and
• the Client will give prior notice to Abacai of any change in beneficial ownership or control.

7. Liability and Indemnity

• No Indemnified Person is liable to the Client (contract, tort, negligence, breach of fiduciary duty, or otherwise) except to the extent caused by fraud, negligence, or wilful default.
• Except for fraud or wilful default, total liability is limited to the fees actually paid by or in respect of the Client to Abacai in the 12 months immediately preceding the event giving rise to the claim.
• Obligations are corporate obligations of Abacai only, and (to the extent permitted by law) no recourse is available against directors, officers, employees, or agents.
• Any claim must be notified within 12 months of the relevant circumstances occurring.
• The Client must indemnify each Indemnified Person (full indemnity basis) against liabilities, losses, costs, or expenses arising from entering into or performing the Engagement Terms or Services, except where caused by fraud, negligence, or wilful default.
• Nothing limits or excludes liability that cannot lawfully be limited or excluded.

8. Communication and Notices

8.1 Communication

Abacai may communicate with the Client (and any Agent) in writing (including web-based software, publication on Abacai’s website, or email), in person, and/or by telephone. Abacai accepts no liability for corruption, interception, viruses, or similar issues provided reasonable care is taken.

8.2 Notices

Any notice:

• must be in writing (including email, website, fax, or letter unless stated otherwise);
• must be sent to the contact details stated in the engagement letter (or updated details provided with at least 10 Business Days’ notice);
• must be in English or accompanied by a certified English translation (which prevails unless the document is an official constitutional/statutory document).

Website: www.abacai.co.uk

8.3 Deemed receipt

Notices are deemed received:

• if electronic, at transmission/publication;
• if delivered by hand, when left at the stated address; or
• if by post, at the earlier of recorded delivery time or five Business Days after posting.

8.4 Email risk

The Client acknowledges email risks (confidentiality breaches, loss, delay). Abacai has no liability arising from emailing the Client or third parties in connection with the Client’s matters.

9. Data Protection and Confidentiality

• Abacai keeps Client data confidential and in accordance with data protection laws, subject to duties under Regulations.
• Abacai may disclose relevant aspects of the Client’s affairs to the Client’s other professional advisers unless the Client requests otherwise in writing.
• The Abacai Privacy Notice (appended) explains how Abacai processes data and individuals’ rights.
• The Client must provide the Abacai Privacy Notice to any individuals whose personal data is supplied to Abacai and ensure there is a lawful basis to do so.
• The primary data controller for this engagement is Abacai.

10. Document Retention

Abacai may:

• retain and copy documents in its possession arising from providing Services (even after termination); and
• destroy documents held under the Engagement Terms 11 years after termination.

11. Complaints

• Complaints should be raised with a director of Abacai.
• If unresolved, the Client may be entitled to refer the matter to the Institute of Chartered Accountants in England and Wales (ICAEW). Information is available at icaew.com/complaints.
• Abacai may share relevant information with its professional indemnity insurers or brokers.

12. Variation

Abacai may vary the Engagement Terms at any time.

13. Suspension

Abacai may refuse, suspend, defer, or delay the Services or implementation of any instruction (without terminating) if:

• required to comply with Regulations or court/regulatory/government orders;
• Abacai determines suspension is necessary to avoid legal/regulatory breach or risk of liability/sanction;
• fees or disbursements remain outstanding for more than 30 days;
• a Force Majeure Event occurs (see clause 16); or
• the Client fails to comply with obligations under the Engagement Terms (in Abacai’s reasonable opinion).

Abacai is not obliged to notify the Client or provide reasons and is not liable for resulting losses.

14. Termination

14.1 Termination by the Client

The Client may terminate immediately by written notice if Abacai commits a material breach that:

• cannot be remedied; or
• can be remedied, but is not remedied within 21 days after notice requiring remedy.

14.2 Termination by Abacai

Abacai may terminate all or part of the Engagement Terms (including any Service), by written notice (which may be immediate), if Abacai determines (in its discretion) that:

• the Client is or is likely to become insolvent;
• the Client commits a material breach (including undertakings) that cannot be remedied, or is not remedied within 21 days after notice;
• beneficial ownership/control changes without prior notice (clause 6.3);
• the Client fails to provide information reasonably requested;
• the Client has or may have committed money laundering, bribery, corruption, tax evasion, fraud, or other criminal activity;
• the Client or connected persons are charged or investigated in any jurisdiction;
• a conflict of interest arises;
• the Client or beneficial owner/controller becomes subject to sanctions or engages in sanctioned activities;
• continuing Services may harm Abacai’s reputation; and/or
• termination is necessary for legal, regulatory, or other reasons.

14.3 Consequences of termination

• Termination does not affect rights or duties existing at the time of termination.
• After termination, Abacai has no obligation to forward mail/correspondence and is not responsible for consequences resulting from termination or failure to forward items.
• Abacai will deliver Client books/records/documents in its possession subject to clause 10, and only after all outstanding fees/expenses (including delivery costs) are paid.

15. Force Majeure

• Abacai is not liable for failure or delay caused by events beyond Abacai’s reasonable control (Force Majeure Event).
• Abacai will notify the Client as soon as reasonably practicable and provide (where possible) the likely duration.
• If Abacai has complied with the notification requirement, performance is suspended for the duration of the event and extended accordingly.
• If the Force Majeure Event continues for more than 90 consecutive days, either party may terminate immediately by written notice, and neither party is liable for termination.

16. Outsourcing and Delegation

• Subject to Regulations, Abacai may outsource or delegate all or part of the Services.
• Abacai has no responsibility for acts/omissions of delegates if appointments are made in good faith and without neglect.
• Abacai may disclose relevant information to delegates where necessary for them to meet legal/regulatory obligations or best practice.

17. Assignment and Third Party Rights

• The Client may not assign or transfer rights or obligations without Abacai’s prior written consent.
• No person has rights under the Contracts (Rights of Third Parties) Act 1999 (or equivalent) to enforce any term of the Engagement Terms.

18. Severability

If any provision becomes illegal, invalid, or unenforceable, the remaining provisions remain valid and enforceable.

19. Counterparts

The Engagement Terms may be executed in counterparts which together form one agreement.

20. Governing Law

The Engagement Terms are governed by the laws of England. The Client irrevocably submits to the exclusive jurisdiction of the courts of England.