Terms Marilex

Terms of Business

1. APPLICATION

These Terms of Business set out the conditions under which MARILEX LTD (“Marilex”, “us”) offers to provide services to clients (“Client”, “you”). By engaging our Services or agreeing in writing via an engagement letter, you accept these Terms.

2. INTERPRETATION

In these Terms and any separate engagement letter agreed in writing between the Service Provider and the Client:

“Client” means the beneficial owner and/or his Entity to whom Marilex provides the Services and, in the case of;
“Data” has the meaning given to it in clause 5.
“Engagement Letter” means the letter of engagement sent by the Service Provider to the Client that details the scope of Services and any additional provisions. Where there is conflict between the provisions of the Engagement Letter and these Terms of Business, the Engagement Letter will take precedent.
“Entity” means the company or any corporate body, partnership, foundation, pension arrangement, association or other person in respect of which Services are provided.
“Entity Documentation” means all documentation related to the Entity i.e. documents of the corporate entities including the memorandum and articles of association or equivalent, registers, resolutions, etc and all amendments, additions and variations thereto.
“Event of Default” means:

the Client fails to pay any amount due under these Terms of Business (or as otherwise agreed between the Parties) on the due date for payment and remains in default not less than thirty (30) days after being notified in writing to make such payment; or
circumstances surrounding the operation and/or ownership of the Entity which in the sole opinion of Marilex render the continued provision of Services impracticable, unlawful or undesirable, including any breach or potential breach by the Entity of any regulation or law; or
either of the Parties commits a material breach of any of the material terms of these Terms of Business and (if such a breach is remediable) fails to remedy that breach within thirty (30) days of that party being notified in writing of the breach; or
either of the Parties repeatedly breaches any of the terms of these Terms of Business in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of these Terms of Business; or
the Client fails, upon request from Marilex, to provide to Marilex (within a timeframe considered by Marilex to be reasonable in all the circumstances prevailing at the time of such request but which timeframe may be less than twenty four (24) hours from the date or time of the request) such documents or information as Marilex shall in its sole discretion consider it requires to comply with the Law including in particular but not limited to documents or information that Marilex requires in order to fulfill its obligations under applicable due diligence Laws; or
the other Party suspends, or threatens to suspend, payment of its debts, is unable to pay its debts as they fall due, admit its inability to pay its debts, or has no reasonable prospect of paying its debts; or
the other Party commences negotiations with all, or any class of, its creditors with a view to rescheduling any of its debts, or makes a proposal for, or enters into any compromise or arrangement with, its creditors; or
(being a company) a petition is led, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other Party, or (being a natural person) the other Party is declared bankrupt; or
an application is made to court, or an order is made, for the appointment of an administrator, a notice of intention to appoint an administrator is given, or an administrator is appointed over the other Party; or
a person becomes entitled to appoint a receiver over the assets of the other Party, or a receiver is appointed over the assets of the other Party; or
a creditor or encumbrancer of the other Party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced upon or commenced against, the whole or any part of its assets and such attachment or process is not discharged within fourteen (14) days; or
the property of either of the Parties becomes insolvent or goes into liquidation (other than a voluntary liquidation for the purpose of reconstruction or amalgamation); or
any event occurs, or proceeding is taken, with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in (d) to (l) hereto.

“Indemnified parties” means the past, present and future directors, officers, consultants, partners and employees of Marilex and any person appointed by Marilex and the personal representatives of such directors, other officers, consultants, partners, employees and persons appointed.
“Law” means all laws, ordinances, statutory instruments, codes and regulations of Cyprus in force from time to time and of any other jurisdiction to which Marilex or any of its affiliates is subject and, where applicable, of any other jurisdiction (which for the avoidance of doubt includes the European Union).
“Liabilities” means all liabilities, actions, proceedings, claims, demands, taxes and duties and all associated interest, penalties and costs and all other expenses whatever including the costs of defending any claims or actions.
“Parties” means the Client and Marilex.
“Services” means all services carried out or performed for or on behalf of, or in connection with any Entity, by Marilex.
“Terms of business” means these standard terms of business as amended from time to time.
“Marilex” means Marilex Ltd, a company incorporated and registered in Cyprus with company no. HE 442090 whose registered office is at 5, VALAORITI, Office 102, NICOSIA, LATSIA, 2220, Cyprus.

In this Terms of Business expressions denoting one gender shall include all other genders and the singular shall include the plural and vice versa.

3. PROVISION OF THE SERVICES

Marilex’s provision of the Services is conditional upon Marilex receiving:

sufficient funds from the Client or the Entity to enable Marilex to provide the Services and to be remunerated for the provision of the Services; and
such satisfactory professional, bank or other references, proof of client identification and address and evidence of the source of the funds or such other information as Marilex shall in its sole discretion require. It is specifically noted by the Client that Marilex is required to obtain, verify and continually monitor such information.

The Client acknowledges that this is a non-exclusive agreement and more particularly that Marilex is in the business of providing support and services identical or similar to the Services. Marilex shall be at liberty to provide support and services of an identical or similar nature to the Services and any other services to any other person, firm, company or other body without being under any obligation to account for any profit arising thereby or inform the Client or Entity that Marilex is providing such services.

Marilex may at any time in its sole discretion act or omit to act in relation to the Services (upon so advising Client if Marilex deems it appropriate) and Marilex shall not be liable to any person or entity for such exercise of its discretion.

Marilex may in its discretion accept from the Client either directly or indirectly (or from any person nominated in writing by the Client) advice, recommendations and requests for action which it believes to be genuine, whether received orally or in written form (including electronically).

Where the Client is constituted by two or more persons then Marilex may accept instructions from any of the persons unless otherwise agreed in writing between the Parties.

Marilex’s provision of the Services shall commence on such date as is agreed in writing between it and the Client.

4. DETAILS OF SERVICES

Marilex shall provide to the Client the Services set out in point 1 of the Engagement Letter subject to any special conditions set forth under the relevant point 1 of the Engagement Letter and subject always to:

the Laws of the Republic of Cyprus;
any terms or conditions imposed with respect to the Entity or the Client by any other Authority in the Republic of Cyprus;
any special instructions from time to time given by the Client to Marilex.

For the purpose of provision of the Services herein provided Marilex shall be entitled at its absolute discretion to appoint such persons as it shall think fit to render the Services and to perform the duties and carry out the task required in respect of the Services and the Client hereby acknowledges, accepts and agrees that Marilex and each and any person appointed or nominated by it to perform the Services or any part thereof incurs no liability to the Client for the commercial or other consequences of their actions save to the extent that they are caused by Marilex or its nominees acting contrary to the Terms of Business and Engagement Letter or the lawful and proper instructions of the Client;

For the purpose of provision of the Services any and all instructions, queries and requests may be given to Marilex on behalf of the Client only by authorized officers and employees of the Client.

The Client shall ensure that Marilex is always provided with:

current contact details for every director and other officer of the Entity (except those provided by Marilex); and
a true, fair and accurate view of the activities of the Entity.

Marilex may engage the services of other professional advisers or agents of any kind at the expense of the relevant Entity if and to the extent to which these are deemed appropriate or required by Marilex. The costs of the provision of such services shall be borne by the Client or Entity, as determined by Marilex if not agreed in advance in writing between the Parties.

It is acknowledged that Marilex does not provide investment advice of any nature.

The Client acknowledges that Marilex is subject to statutory due diligence obligations and the Client therefore undertakes to make all documents available to Marilex at any time that pertain to the Entity’s business. This applies in particular to documents that Marilex requires in order to fulfill its obligations under the applicable due diligence Laws.

This clause 4.7 shall apply not only to the Entity and to all other entities owned or controlled (whether partly or wholly, directly or indirectly) by such Entity.

5. INFORMATION

For the purpose of providing the Services, Marilex may keep records of:

the Client, the Entity, director, secretary and any other person as required by Marilex’s policies, provided to Marilex prior to and in connection with the Terms of Business and Engagement Letter including sensitive personal data, referred to as “special category data” in relevant legislation; and
any other information provided in relation to the Entity.

(Information set out in clauses 5.1(a) and 5.1(b) being “the Data”).

The Client acknowledges that Marilex will process the Data on the basis of its legal obligations and/or in the performance of the service contract and/or for reasons of legitimate interest and in accordance with applicable data protection Law and to transfer the Data:

to any banking or other institutions with whom Marilex conducts business in connection with the Entity or the provision of the Services;
to accountants, auditors, legal and other advisers, directors or agents who render any service in connection with the Services;
as is required at the sole discretion of Marilex for the proper provision of the Services;
as is required at the sole discretion of Marilex in order to provide third party financial institutions or other service providers with which relationships are initiated or maintained with “due diligence” information in connection with their client verification or other procedures; or
as is required by applicable International Law, codes or conventions including exchange of relevant information in accordance with Tax Information Exchange Agreements or for international tax compliance and whether or not such Laws, agreements, codes or conventions are legally enforceable in Cyprus.

Where Marilex processes the data of a data subject other than the Client then the Client and Marilex shall use reasonable endeavors to inform that data subject of the basis for the processing and their rights in relation to it.

Marilex shall, on the request of the Client, forward to the Client or its duly authorised representatives and/or advisers such information on the Client and its affairs as the Client or its duly authorised representatives and/or advisers is entitled to receive under the applicable Law.

Subject as herein provided, Marilex shall hold all and any information concerning the Client confidential and subject to Processing of Personal Data (Protection of Individuals) Law of 2001 as amended, and by the Regulation (EU) 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.

6. CLIENT WARRANTIES

The Client agrees and expressly warrants:

that any instructions or requests given to Marilex, if complied with, will not cause Marilex to infringe any applicable Law or the rules or regulations of any applicable regulatory or governmental authority;
that all information supplied by or on behalf of or with the knowledge of the Client to Marilex in connection with the Entity and the Services before the date hereof and afterwards is and will be accurate and disclose a fair and true picture of the facts to which it relates;
that neither the Entity’s assets nor any assets to be settled in to any Entity (as applicable) represent (directly or indirectly) the proceeds of any crime;
that the Entity will be able to meet its outgoings and expenses to third parties as they fall due, is solvent at the date hereof and is able to meet its liabilities to existing, actual and contingent personal creditors;
that the Client is and will be able meet its outgoings and expenses to third parties as they fall due, is solvent at the date hereof and, notwithstanding the establishment of the Entity and the Clients economic contributions to it (if any), is able to meet its liabilities to existing, actual and contingent personal creditors;
that it shall adviseMarilex in a timely manner of all changes in address, residence, citizenship, profession or business activity of the Client to enable Marilex to comply with any applicable law;

7. AUTHORISATIONS AND INDEMNITIES

Except as otherwise provided herein Marilex will retain for its own account:

the fees charged by Marilex for the Services; and
all disbursements and out-of-pocket expenses incurred by Marilex in performing the Services, including but not limited to all statutory filing, tax, agency, ancillary and other fees incurred by the Entity.

The Client acknowledges that, in certain circumstances, Marilex will be obliged, or consider it expedient, to provide evidence or information to courts or authorities or regulators or counterparties or other parties in connection with the affairs of the Entity. The Client expressly authorises such disclosure where, in its absolute discretion, Marilex considers this to be necessary or where failure to do so may be prejudicial to the Client, the Entity or Marilex.

The Client shall be liable not only as guarantor but also as Client for the fees charged by Marilex for the Services and shall indemnify Marilex for the fees in the event that such fees cannot be met from the assets of the Entity, and agrees that in addition to any lien or right of security conferred by applicable Law, Marilex shall have a lien over all assets, records and papers of the Entity or related to the Entity and in the possession of Marilex whilst any amount due (from fees or otherwise) remain unpaid to Marilex.

Marilex shall not be obliged to incur any expense due to any third party or commence any legal action on behalf of the Entity or the Client unless full indemnity in a form and amount satisfactory to Marilex for such expenses and other costs and liabilities is received.

The Client hereby covenants with Marilex and the Indemnified Parties, at all times fully and effectually that it will indemnify and save harmless:

each corporate entity which forms part of Marilex; and
each of the Indemnified Parties;

against any and all Liabilities whatsoever, wheresoever and whensoever for or in respect of which Marilex or the Indemnified Party may be or become liable:

in connection with the performance of the Services save that such indemnity shall not extend to acts or omission amounting to fraud, willful misconduct or dishonesty on the part of Marilex or the Indemnified Party;
in connection with any loss of profit or other adverse consequence sustained by the Entity, the assets of the Entity or the Client arising in the situations contemplated in clause 7.6 below; and
howsoever arising as a result, whether directly or indirectly, of Marilex accepting instructions or requests given by letter, telephone, facsimile, e-mail or any other means of communication with or without authentication.

Marilex shall not be liable for loss or loss of profit or other adverse consequences sustained by the Entity, the assets of the Entity or the Client arising out of:

the holding or sale of any investment which forms or formed an asset of the Entity;
failure to act, and error of judgement or oversight or mistake in Law on the part of Marilex or any duly appointed advisor or agent of Marilex providing the Services in good faith save where such loss or adverse consequence arises as a result of fraud, willful misconduct or dishonesty on the part of Marilex;
a delay in the execution of a payment or other instruction and/or refusal to provide information regarding the refusal to execute a payment or instruction, which results in a loss being suffered by the Client.

With regard to telephone, e-mail or other instructions or requests subsequently confirmed in writing, should there be a conflict between Marilex’s interpretation of the telephone, e- mail or other instructions or requests and the written instructions or requests later received then Marilex shall be entitled to rely on the telephone, e-mail or other instructions or requests it first believed that it had received without any liability for mistake or error.

The Client shall, through the Entity or otherwise, bear any loss or damage which results from the reliance by Marilex upon any false, contradictory, forged or otherwise legally deficient advice, recommendation or request for action apparently from the Client or apparently from any person nominated by the Client as referred to above.

Where Marilex considers that the indemnities given in the Terms of Business and Engagement Letter are insufficient and requests further indemnities or security from:

the Client, then the Client shall negotiate with Marilex in good faith with the intent that Marilex shall either be provided with such indemnities or other security as Marilex requires or that Marilex be satisfied that such additional indemnity or security is not required; or
any other person (including, for the avoidance of doubt but not limited to, a corporate person) then the Client will use its best endeavors to obtain such indemnities or security as Marilex reasonably requires from such third party.

Until such further indemnities are given, security provided or Marilex is satisfied that such further indemnities or security is not needed Marilex shall not be required to perform any of the Services if, in its absolute discretion, it considers such performance exposes it to Liabilities against which it is not sufficiently safe guarded or indemnified.

Where Marilex accepts a proposal from the Client and a third party jointly to administer an Entity or agrees with the Client and a third party to provide the Services, the Client acknowledges that the liability of the Client to Marilex will be joint and several with such third party and that in the event either the Client or the third party defaults in their obligations to Marilex, the other of them will be liable to Marilex to the full extent of their joint liability, and in the event either the Client or such third party dies, the survivor of them will be liable to Marilex to the full extent of their joint liability.

The provisions of this clause 7 shall remain in full force and effect without limit of time notwithstanding the termination of the Engagement Letter and shall continue in full force and effect for the benefit of an Indemnified Party notwithstanding that the Indemnified Party is no longer a director, officer, employee of or person appointed by Marilex.

8. LIMITATION OF LIABILITY

The maximum aggregate liability of Marilex, its Clients, partners, directors or members agents and employees to the Client (and also any other person that Marilex and the Client have agreed may rely upon Marilex’s work) shall be the equivalent of 75% of the total price of the Services (as set out in the engagement letter). By signing the Engagement Letter the Client agrees that it has given proper consideration to this limit and accepts that it is reasonable in all the circumstances. If the Client does not wish to accept such limitation of liability then the Client should contact Marilex to discuss this provision before signing the engagement letter.

9. REMUNERATION

The Client shall pay Marilex for the Services in accordance with:

Marilex’s scale of fees indicated in clause 2 of the Engagement Letter, with Marilex having the power to vary its charges inaccordance with any new scale of fees in force from time to time.
such other scale and/or terms as may be agreed in writing between the Parties from time to time, failing which;

The Client shall ensure that Marilex is reimbursed for all disbursements and out-of-pocket expenses incurred by Marilex on behalf of the Entity, the Client or in performing any of the Services.

It is intended that Marilex’s remuneration and the reimbursement under this clause 9 shall be paid by or on behalf of the Entity or from the assets of the Entity. If this is not possible, not forthcoming or if there is a shortfall then the Client shall pay such outstanding amount of remuneration and reimbursement not only as guarantor but as Client in accordance with clause 7.2 above.

If any invoice rendered by Marilex is not paid within fourteen (14) days of issue then Marilex shall have the right to charge interest upon the monies outstanding at a rate of 2,5% per month over one month LIBOR. Such interest shall be simple interest and shall not be compounded.

Marilex shall be entitled to be paid by the Entity or the Client in connection with transactions other than the provision of the Services. Marilex is entitled to retain any brokerage or commission received in respect of any transaction:

to which the Entity is a party; or
to be entered into on behalf of the Entity.

Furthermore, Marilex shall be entitled to its normal profit in respect of any services or transactions, which do not form part of the Services, carried out for the Entity or the Client.

If any amounts (fees, duties, charges or otherwise) payable under the Engagement Letter are not paid within ninety (90) days of becoming due then Marilex shall not be under any further obligation to provide the Services or to keep the Entity in good standing.

In the absence of manifest error the amounts set out in Marilex’s invoice as being due to Marilex under the Engagement Letter shall be conclusive.

10. LEGAL AND TAXATION MATTERS

The Client acknowledges that it has been advised by Marilex to take independent legal, taxation and financial advice:

prior to entering into the Terms of Business and Engagement Letter; and
in relation to the Entity and any larger structure generally;

and has taken such advice or has declined to do so but has carefully read and considered the Terms of Business and Engagement Letter (and any documentation of the Entity including, if applicable, any Entity whether in draft or executed form) including in particular the terms of the indemnities contained in the Terms of Business and Engagement Letter. The Client shall continue to acquaint itself with any legal, tax or fiscal obligations it may continue to have during the time that the Services are provided under the Terms of Business and Engagement Letter and will, where applicable, file such tax returns as may lawfully be required of it in any jurisdiction.

Marilex accepts no liability whatsoever for the legal or tax consequences of actions it takes in respect of the Entity and the provision of the Services.

Upon:

any material change in circumstances of the Client or the beneficiaries, beneficial owners, council members or officers of the Entity;
other activities being undertaken with resulting tax or legal implications,

then the Client shall (if Client deems it necessary) instruct Marilex on making any necessary reporting and undertaking all other actions in order to comply with the requirements of any applicable Law or any relevant tax, regulatory or governmental authorities. Marilex will not be responsible for any compliance with reporting or filing requirements (whether for tax or legal purposes or otherwise) in relation to the Entity other than where Marilex has a statutory obligation or has expressly agreed to do so in writing or deems, in its sole discretion, such reporting to be in the interests of the Entity.

11. FORCE MAJEURE

Marilex shall not be responsible for the loss of or damage to the Client, the Entity or any other party or property in the possession of such party or for any failure to fulfill its duties hereunder if such loss, damage or failure is caused by or directly or indirectly due to war damage, enemy action, the act of any government or other competent authority, riot, civil commotion, rebellion, storm, tempest, accident, re lock-out, strike or other cause whether similar or not beyond the control of such party provided that Marilex shall use all reasonable efforts to minimise the effects of the same.

12. TERMINATION

The Terms of Business and Engagement Letter shall continue in force until terminated:

by either party giving to the other not less than 2 months’ notice in writing; or
immediately upon an Event of Default.

Upon termination of the Terms of Business and Engagement Letter for any reason the Client shall immediately pay to Marilex all of the outstanding unpaid invoices due to Marilex and interest and, in respect of Services supplied but for which no invoice has been submitted, Marilex may submit an invoice, which shall be payable immediately on receipt;

Upon cessation of the provision of the Services and subject to the terms hereof and provided it is not prohibited from doing so by applicable Law, Marilex shall deliver to the Client or to such other party as the Client instructs the records of the Entity held by Marilex and its agents, provided that Marilex shall be entitled at the expense of the Client to make or have made and keep copies of such of the records as Marilex wishes or as Marilex is obliged to keep by applicable Law.

Upon the termination of Marilex’s involvement with the affairs of the Entity and subject to the terms of the relevant Entity Documentation, Marilex shall be entitled to, and where appropriate the Client shall procure, an express indemnity in a form acceptable to Marilex against all fiscal liabilities and all other liabilities whatsoever for which Marilex may be or become liable in connection with the provision of the Services. Should an appropriate indemnity not be provided to Marilex promptly then the Client warrants and undertakes to provide indemnification in a form acceptable to Marilex.

This Terms of Business and Engagement Letter shall remain in force, unless terminated in accordance with the foregoing provisions or unless modified in writing by the parties hereto, notwithstanding the voluntary liquidation, termination or dissolution of any of the Parties or Entities.

13. MISCELLANEOUS PROVISIONS

No failure on the part of any Party to exercise, and no delay on its part in exercising, any right or remedy under the Terms of Business and Engagement Letter will operate as a waiver thereof nor will any single or partial exercise of any right or remedy preclude any other or preclude the further exercise thereof or the exercise of any other right or remedy.

The rights and remedies provided in the Terms of Business and Engagement Letter are cumulative and not exclusive of any rights or remedies provided by Law or otherwise.

Any provision of the Terms of Business and Engagement Letter which is held invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions hereof, and any such invalidity or unenforceability shall not invalidate or render unenforceable such provisions in any other jurisdiction.

The Terms of Business and Engagement Letter may be executed in any number of counterparts and by each Party on separate counterparts, all of which when so executed shall be an original, but all the counterparts shall together constitute one and the same instrument.

None of the Parties shall do or commit any act, matter or thing which would or might bring into disrepute in any manner the business or reputation of the other Party.

At no time shall Marilex be required by the Client or the Entity in connection with the provision of the Services to break any applicable Law or direction from any regulatory, statutory or governmental authority.

Marilex enters into the Terms of Business and Engagement Letter in its own capacity.

The Client may not assign its rights or obligation under the Terms of Business and Engagement Letter without the written consent of Marilex, which may in its absolute discretion withhold such consent. Marilex may assign any or all of its rights and obligations under the Terms of Business and Engagement Letter and need not obtain the consent of the Client to such assignment.

The Client acknowledges that Marilex is required by Cypriot Law to behave towards regulators in an open, honest and co- operative manner and is required to make disclosures on the occurrence of certain events.

The Client further acknowledges that in providing the Services Marilex will have obligations to third parties, including but not limited to shareholders of a company. Where Marilex’s obligations to such third parties conflict with Marilex’s contractual obligations under the Terms of Business and Engagement Letter then the Parties shall, in good faith and promptly, negotiate to resolve on a course of action. Nothing in the Terms of Business and Engagement Letter shall be deemed to require Marilex to break its obligations arising out of the provision of the Services and, in the absence of resolution between the Parties as to the course of action, the obligations shall prevail over the terms of the Terms of Business and Engagement Letter.

The Client undertakes to adhere to all Laws, including all anti-money laundering, financing of terrorism and other criminal Laws in all relevant jurisdictions during the time the Services are provided by Marilex.

These Terms of Business may be issued in several languages. In case of discrepancies the English wording shall prevail.

These Terms of Business may be withdrawn, replaced, modified or updated by Marilex at any time without notice to the Client.

14. NOTICE

Any communication, notice or other document (including any invoice) to be given under the Terms of Business and Engagement Letter shall be in writing in English and shall be deemed duly given if signed by the party giving notice and if left or sent by airmail post or by email or other means of telecommunication in permanent written form to the address of the party receiving such notice as set out in the Engagement Letter or as notified between the parties for the purpose of this clause in accordance with this clause.

Any such notice or other communication shall be deemed to be given to and received by the addressee:

at the time the same is left at the address of or handed to a representative of the party to be served;
where such notice is sent by post (first class if available) 10 days following the date of posting;
where such notice is sent by post (airmail) and the Client is outside the United Kingdom but within the European Union: 7 days following the date of posting;
where such notice is sent by post (airmail) and the Client is outside the European Union: 14 days after the date of posting; and
in the case of email or other means of telecommunication on the time given in the message receipt or, if such message receipt is given outside Marilex’s normal hours of business then at the beginning of the next business day when Marilex is open for business.

In proving the giving of a notice, it shall be sufficient to prove that the notice was left, or that the envelope containing the notice was properly addressed and posted, or that the applicable means of telecommunication was addressed and despatched and despatch of the transmission was confirmed and/or acknowledged as the case may be.

15. GOVERNING LAW

The Terms of Business and Engagement Letter shall be construed and interpreted in accordance with the Laws of Cyprus and the parties submit to the non-exclusive jurisdiction of the Courts of Cyprus.