General terms & conditions

1. SUBJECT

These terms and conditions of the Monegasque public limited company "Monaco United Advisors Multi Family Office" (hereinafter referred to as "MUA" or the "Service Provider") apply to all the Assignments that MUA carries out for the Client (hereinafter referred to as "You" or the "Client") pursuant to the Agreement (hereinafter the "Terms and Conditions").

The Service Provider implements, within the framework of an obligation of means, all the human, technical and intellectual resources at its disposal to carry out the Assignment entrusted by the Client in accordance with the instructions transmitted by the latter and according to the conditions agreed with it under the terms of the Agreement. The Services rendered by the Service Provider in the context of the Assignment entrusted to it are based on its best analysis of the facts, information and documents brought to its attention or made available to it by the Client on the date of the said Services.

These Terms and Conditions, the Master Engagement Letter and the Assignment Orders form the Agreement between the Service Provider and the Client and are intended to define the terms and conditions under which the Service Provider intends to provide its Services to the Client.

The Parties expressly acknowledge that these Terms and Conditions apply in their entirety to the Client and that they constitute, together with the Master Engagement Letter and the Assignment Orders, the essential and determining conditions of the Service Provider's willingness to carry out the agreed Assignments.

These Terms and Conditions prevail over any general terms and conditions and any other documents emanating from the Client, regardless of the terms, and notwithstanding the fact that the latter have or have not been brought to the attention of the Service Provider.

These Terms and Conditions exclude the application of any other document emanating from the Client, in particular and without limitation its own terms and conditions. These Terms and Conditions therefore prevail over any contrary provisions which may be set out in the Client's terms and conditions.

2.DEFINITIONS

For the purposes of the Agreement, the following definitions shall apply, regardless of whether the terms are written in upper case, lower case and/ or singular, plural:

Client: means any natural or legal person or legal entity, or any legal structure, including foundations or trusts, which directly or indirectly belongs to one or more natural persons or a family or of which they are founders or beneficiaries who enters into an Agreement with the Service Provider.

Terms and Conditions: means these terms and conditions, in their version in force at any time.

Agreement: means the Master Engagement Letter, the Assignment Orders and these Terms and Conditions which are intended to define the terms and conditions applicable to the provision of Services by the Service Provider in favour of the Client.

Master Engagement Letter: refers to the agreement under which the Parties agree on the general characteristics of their contractual relations.

Mission Order: refers to the implementation agreement specifying the terms of performance of specific Assignments.

Party or Parties: means the Client and/or the Service Provider, individually referred to as a "Party", and, collectively, as the "Parties".

Service Provider: means the Monegasque public limited company "Monaco United Advisors Multi Family Office", whose registered office is located in Monaco (98000) at 9, Boulevard Albert 1er "L’Albatros", registered with the Monaco Trade and Industry Directory under number 18 S 07668.

Services/Assignments: refers to the provision by the Service Provider, as a regular profession, to the Client, of advice and services of a patrimonial nature to natural persons, families or legal entities belonging to natural persons or families or of which they are founders or beneficiaries within the meaning of "Law No. 1.439 of 2 December 2016 establishing the multi-family office activity".

"Advice and services of a patrimonial nature" means the Services described in the Master Engagement Letter that the Service Provider agrees to perform in favour of the Client, it being specified, however, that the Service Provider is free to refuse to perform any service requested by the Client without having to justify this to the latter.

Third Party: means any natural or legal person other than the Client and the Service Provider under the terms of the Agreement.

3.TERM OF THE AGREEMENT

These Terms and Conditions will apply for the duration of the performance of the Services defined in the Master Engagement Letter and the Mission Orders.

The Agreement is deemed accepted by the Client when the Client returns the signed Master Engagement Letter to the Service Provider in person, by e-mail or by post. The Client's acceptance is firm, unconditional and irrevocable.

Notwithstanding contrary provision herein, the Service Provider shall not be under any obligation to begin to perform all or part of the commitments accepted by the latter under the terms of the Agreement provided that, cumulatively, (i) the aforementioned acceptance formalities have not been completed and (ii) the Client has not made the payment of a retainer and/or the Agreed Deposit, as provided for in the article "Financial Conditions" of these Terms and Conditions.

By accepting the Agreement, the Client acknowledges having read these Terms and Conditions and unconditionally and irrevocably accepts them, without reservation or restriction. These Terms and Conditions will immediately and automatically extend to all past and future Services, without any further formality on the part of the Service Provider.

The Mission Orders, the Master Engagement Letter and these Terms and Conditions constitute the entire agreement between the Parties.

At the end of the Agreement, the Service Provider will return to the Client any document belonging to it in its possession or under its control. The Service Provider may nevertheless keep a copy of any document prepared by it or any document on which its Services have been based for professional documentation purposes subject to the laws and regulations in force.

4.CONTRACTUAL DOCUMENTS

The contractual relationship between the Client and the Service Provider is governed by the Agreement which consists of the following contractual documents:

• Mission Orders, from the most recent to the oldest;

• the Master Engagement Letter; and

• the Terms and Conditions of the Service Provider.

As an exception to the following, upon each amendment of the Terms and Conditions published on the Service Provider's website and notified by e-mail to the Client, all the terms of the Terms and Conditions will automatically and immediately apply to the Agreement with the Client, without requiring any signature of the Client to enter into full force and effect. In the event of disagreement, the Client has a period of thirty (30) calendar days from the notification of the amendment to express his/her/its disagreement with the application of said amendment, in writing addressed to the Service Provider.

For all other documents constituting the rest of the Agreement:

• Any amendment of any of the contractual documents must be requested from the other Party in a sufficiently precise manner and imperatively in writing to allow the other Party to assess the impact of the requested change on the cost and performance of the Services to be provided. Any changes to any of the terms of the Agreement will only enter into full force and effect between the Parties after the latter have signed a written amendment. Accordingly, as long as the change is not recorded in writing, each Party will continue to act in accordance with the latest accepted version of the Agreement.

• However, in the event that the Parties are required to amend existing contractual documents, these will be signed by each Party and will then be incorporated into the Agreement as an amendment to the latter. Each new version of a document so recorded will supersede and replace the previous one. In any event, it may only be modified by a written amendment signed by each Party.

Notwithstanding the foregoing, in all circumstances, in the event of any inconsistency or contradiction between any provision of these Terms and Conditions, the Master Engagement Letter and the Mission Orders, it is agreed that the provisions of the Mission Orders will always prevail over those of the Master Engagement Letter, whose provisions will themselves prevail over those of these Terms and Conditions.

The Agreement reflects the entire agreement existing between the Parties and replaces and supersedes any other prior written or oral agreement that may have been concluded between them and having the same or similar purpose.

5.SERVICE DELIVERY

The Services are delivered, if necessary, at the Client's choice by hand, by mail to the address mentioned in the Master Engagement Letter or by email. The Client may not reject partial deliveries.

Upon delivery of the Services, the Client may make reservations within forty-eight (48) hours. In the absence of a reservation within the aforementioned period of forty-eight (48) hours, the final version of the Service is considered to be tacitly accepted by the Client.

Without prejudice to Article 13 "Confidentiality" of these Terms and Conditions, the Client agrees that the Services may only be used by the persons for whom they are intended and only for the purposes for which they have been prepared. The Client undertakes not to communicate any Service, copy or any other document or information relating thereto to any Third Party without the prior written consent of the Service Provider. The Client releases the Service Provider from any liability towards a Third Party to whom the Services have been communicated or of which the Third Party has come into possession without the prior written consent of the Service Provider. The Client therefore undertakes to fully guarantee and hold the Service Provider entirely harmless against any legal, financial or tax consequences that may result from any breach of this provision that may be attributable to it, even in part.

As part of the performance of the Service Provider's Services, the Service Provider may be required to respond on an informal basis to telephone requests or solicitations or requests during meetings with the Client. Given that this may be an immediate response to a complex problem for which the Service Provider has not received a complete, fair and relevant information, the Service Provider cannot be held liable in such a case in the context of the provision of any Service. The Client undertakes not to take any decision or action on the basis of such a response that is not confirmed in writing by the Service Provider.

The Service Provider is required to communicate and submit drafts of any type to the Client (letter, report or any other document). These drafts do not constitute the final opinion and conclusions of the Service Provider, which will only be included in a final report. The Client releases the Service Provider from any liability and undertakes to fully indemnify it against any legal, financial or tax consequences likely to result from any decision or lack of decision taken on the basis of such projects.

In the event of any modification of the applicable law or professional standards applicable to the Service Provider such as to make the performance of all or part of the Assignments impossible, more difficult or more expensive, the Parties will negotiate in good faith the conditions under which the performance of the Services will be implemented by the Service Provider.

6.SERVICE PROVIDER'S OBLIGATIONS

The Service Provider undertakes to ensure that the quality of its Services complies with the provisions of the Agreement and in accordance with current professional practices and on the basis of its understanding of the law, case law and regulations applicable on the date on which the Services are provided, taking into account the information and documents communicated by the Client with a view to the provision of the Services, in accordance with these Terms and Conditions.

The Service Provider is bound by a general obligation of means in the performance of the Agreement. Any obligation of result is excluded from the Agreement between the Parties.

The Service Provider acts within the framework of the Agreement as an independent Service Provider, and nothing in the Agreement or in the relations between the Parties shall be interpreted as establishing a relationship of subordination or association between the Client and the Service Provider or the latter's staff. The Parties expressly agree that the personnel of each of the Parties shall in any event remain under the hierarchical and disciplinary authority of the said Party. The Service Provider will remain free to assign the personnel necessary for the performance of the Agreement, being specified that the personnel of the Service Provider will remain under the hierarchical and disciplinary authority of the Service Provider who will ensure, in its capacity as employer, the administrative, accounting and human resources management of said personnel involved in the performance of the Agreement

The Service Provider undertakes to respect the confidentiality obligations incumbent on it under the Agreement and the applicable law.

7.CLIENT'S OBLIGATIONS

The Client undertakes to make available to the Service Provider all the information and documentation necessary to enable the Service Provider to perform the Services for which it is responsible.

The Client' undertakes to ensure the sincerity, accuracy, veracity and completeness of the information and documents communicated to the Service Provider. More generally, the Client undertakes to ensure the accuracy of all the data and information provided to the Service Provider.

The Client undertakes to collaborate in good faith with the Service Provider in order to enable it to perform all the Services for which it is responsible under good conditions, in particular by communicating all useful information and responding within a reasonable time to the questions raised by the Service Provider.

The Client undertakes to inform the Service Provider of any change likely to affect the conditions of performance of the Service Provider's Assignments or the fee of the Agreement.

The Client undertakes to make the payments due for the Services performed by the Service Provider within the deadlines and conditions defined in the Agreement.

In cases where the Client appoints a Third Party to perform services likely to affect the performance of the Service Provider's Services, the Client undertakes to ensure responsibility for the management of the Third Party and the quality of the goods and services likely to be provided by the latter.

The Client undertakes, as essential obligations, to comply with all other commitments imposed on it under the Agreement.

8.FINANCIAL CONDITIONS

8.1Prices

The various Services defined under the Agreement will be carried out in return for the payment of the exclusive disbursement fees, determined in agreement with the Client.

The fees will be established in euros and will include all the Services referred to in the Agreement.

In return for the exercise of its Services, the Service Provider receives fees which are determined:

• At an hourly rate

Recorded daily and sent monthly to the Client for payment.

The Mission Order may also charge fees in addition to the hourly rate and/ or in replacement of an hourly rate, as follows :

• Fixed fee;

• Agreed percentage of any money saved, or secured or recovered through our assistance; or

• Hourly rate deviating from the price schedule

8.1.1Hourly rate

The hourly rates recorded and invoiced by default by the Service Provider upon signature of the Master Engagement Letter are as follows:

Nature of the Advice and services of a patrimonial nature

Hourly rate

Administrative monitoring

€90.00 Exc. VAT

Coordination of professionals involved in your assets

€150.00 Exc. VAT

Advice of a patrimonial nature

€250.00 Exc. VAT

Strategic advice relating to your wealth

€400.00 Exc. VAT

These hourly rates will be applied in particular to the provision of the Services, except in the case of a Mission Order expressly derogating therefrom. Hourly pricing is applied per indivisible quarter hour. The fee at the hourly rate is payable on the day of signature of the Master Engagement Letter.

These hourly rates will be subject to an annual reassessment, every 1st month of each year, by the publication of the updated Terms and Conditions on the Service Provider's website and notified by email to the Client.

8.1.2Fixed fee

The applicable fixed fees are those mentioned on the Mission Order. No discount, rebate or refund will be granted to the Client. The rates are firm and final and are expressed in euros excluding VAT. The Client represents to be fully aware that the rate mentioned on the Mission Order includes only the Services specified in said Mission Order, it being agreed that all other Services remain paid at the hourly rate. The fixed fee is payable on the date the Services are taken over.

8.1.3. Success fee

The success fee is payable on condition of a favorable outcome, indexed on all the sums allocated, saved, secured or recovered for the benefit of the Client as a result of the total or partial intervention of the Service Provider.

The success fee is payable according to the terms and conditions specified in the Mission Order, in particular, but not limited to, as soon as the decision to intervene becomes enforceable or on the day of signature of a transaction or any other form of agreement bringing the procedure to an end.

When, for any reason whatsoever, the Service Provider has not been able to carry out its Assignment until the envisaged result is obtained, the Service Provider will receive, instead of the success fee, fees at the hourly rate regardless of the outcome of the operation or procedure in question.

8.1.4Taxes

Where applicable, the fees are subject to value added tax at the rate in force.

8.1.5Costs and disbursements

The fees do not include the costs and disbursements paid for the purposes of carrying out the Assignment. They are invoiced in addition to the fees, at their actual cost and without margin, and are detailed in the fee notes. Unless previously agreed with the Client, the Service Provider does not advance significant costs and disbursements (experts' fees, bailiffs' fees, registration or transfer fees, signature authentication, apostille or legalisation, etc.).

In addition, certain Assignments may result in travel that may not have been mentioned in the Master Engagement Letter.

Therefore, all costs not expressly included in the fees referred to above, borne by the Service Provider and caused by the performance of the Services, will be re-invoiced to the Client who accepts them within the framework hereof.

Costs, disbursements and other travel or accommodation expenses incurred by the Service Provider for the performance of the Assignments may, depending on the case, give rise to the payment of VAT (if applicable). Finally, administrative costs (document processing, secretarial services, printing, reprography, binding, stamps, filing, etc.) will be paid in addition to the fees by the Client, at the rate of two percent (2%) of the total amount of the fees excluding tax.

8.2Invoicing - Payment

1. Provision

As part of the signing of the Master Engagement Letter, and/or a Mission Order, the Service Provider will send an advance on the costs and fees to be incurred by MUA in the context of the Assignments requested.

8.2.2Advance payment

As part of the signing of a Mission Order, the Service Provider will send the Client a deposit invoice corresponding to fifty percent (50%) of the amount of the fees indicated and/or estimated. The advance payment is payable by direct debit mandate, by bank transfer or by cheque issued by a bank in Monaco, to the account which details are specified at the bottom of the invoice. Bank charges relating to payment shall be borne in full by the Client.

8.2.3Payment terms

Fees, expenses and disbursements are invoiced periodically. They are payable in cash upon receipt of the invoice, by direct debit mandate, by bank transfer, or by cheque issued by a bank in the Principality of Monaco.

The Client expressly agrees to receive invoices electronically.

8.2.4Late payment

In accordance with the applicable regulations, in the event of late payment, the Client will be automatically liable for late payment interest on the unpaid amount up to three (3) times the statutory annual interest rate as published in the Official Journal of the Principality of Monaco, without a formal notice being necessary. The calculation of such late payment interest shall commence on the day following receipt of the invoice and shall end on the day of the transfer of the relevant amount from the Client's bank. This interest will be calculated on a daily basis. This interest will be paid against delivery of a specific invoice from the Service Provider and is payable upon receipt of the email.

Such late payment interest shall be payable by the Client to the Service Provider without prejudice to the right of the Service Provider to request reimbursement from the Client of all costs, duties, taxes and sums incurred for the recovery of its debt.

In the event of non-payment, the Service Provider may, at its discretion, suspend or cease the performance of the Services, whether or not they have been accepted, under the conditions provided for by the regulations in force in the Principality of Monaco and detailed below, without notice or other formality, until the effective receipt of all fees and sums owed by the Client under the terms of the Agreement, without this suspension or cessation of non-performance by the Service Provider being considered to be faulty or attributable to it.

As a guarantee, the Service Provider reserves the right to require the Client to pay any sum payable but not yet due, such as the establishment of any guarantee, collateral, security or other personal commitment deemed necessary by the Service Provider as a guarantee of its rights.

No offsetting whatsoever may take place or be claimed by the Client between the sums owed by it and any sum possibly or conversely owed by the Service Provider.

8.2.3 Payment Default

The agreed payment dates cannot be delayed under any pretext whatsoever, including in the case of litigation. Any amount not paid when due will result, ipso jure and without notice, in the application of penalties for late payment calculated on the basis of a rate equal to (3) times the statutory interest rate, without the penalty impacting the initial payment due. In addition, any delay in payment will result in the invoicing to the defaulting Party of recovery costs in the amount of forty (40) euros, the immediate payment of all sums remaining payable regardless of the agreed deadlines, plus an indemnity of twenty percent (20%) of the amount under the penalty clause, as well as the possibility of unilaterally terminating the Agreement at the sole fault of the Client. In addition, fifteen (15) days after receipt by the Client of a formal notice without effect requiring them to pay the fees due, the Client undertakes not to use the Service for any reason whatsoever. Failing this, the Client shall pay the Service Provider the sum of ten thousand euros (€10,000) under the penalty clause, without prejudice to the compensation, sums and other rights to which the Service Provider may be entitled under the Agreement or applicable law.

9.LIABILITY

For the purposes of this Article, the following definitions are applied, regardless of whether the terms are written in upper case, lower case and/or in the singular as well as in the plural:

Personal injury: Any physical, psychological or moral harm suffered by a person, including food poisoning.

Intangible Damage: Any loss or damage other than Personal Injury or Property Damage and in particular damages such as: loss of enjoyment, interruption of a service rendered, immobilisation, loss of production, loss of profit, loss of clientele and additional costs.

Material Damage: Any deterioration, alteration, seizure, confiscation, loss, disappearance or destruction of a thing or substance, or any physical injury to animals, or any theft of property, regardless of the cause.

Damage: A fact that constitutes the cause generating the damage; a set of damage, actual or alleged, having the same technical cause is assimilated to a single damage.

Professional Misconduct: Any actual or alleged wrongful act committed in the course of the Services provided, including all or any: (a) error of fact or law, (b) omission, default, forgetfulness, negligence, recklessness, non-compliance or misrepresentation, (c) breach of legal, regulatory, administrative and/or statutory provisions.

9.1Nature of the Service Provider's Obligations

The Service Provider undertakes to provide the care and diligence necessary for the provision of quality Services in accordance with the specifications of these Terms and Conditions and the conditions defined by the Master Engagement Letter. The Service Provider is only subject to an obligation of means in respect of the Services referred to in the Agreement. The Services are carried out in a given context and are specific to the Client. The Service Provider cannot be held liable because of a use by the Client of the Services or the result of the Services different from that initially announced by the Client at the time of the establishment of the Agreement or otherwise authorised by the Service Provider.

9.2Force majeure - Client's fault

The Service Provider shall not be liable in the event of force majeure or fault or any other breach attributable to the Client, as defined in this article:

9.2.1.Force majeure

Force majeure means any irresistible, insurmountable, unforeseeable event beyond the control of either Party resulting in the impossibility of performing or continuing the Services.

The following will be considered as a case of force majeure enforceable against the Client in particular and not exhaustively in the following cases: any impediment, limitation, computer display problem, bug, computer failure, disturbance due to fire, epidemic, explosion, earthquake, collapse of facilities, flood, power failure, war, embargo, law/regulation, injunction, request or requirement of any government or administrative authority of any nature, requisition, strike, boycott, or other circumstances beyond the reasonable control of the Service Provider. In such circumstances, the Service Provider shall be relieved of performing their obligations within the limits of this impediment, limitation or inconvenience.

In a case of force majeure, each Party shall endeavour to remedy the situation as soon as possible before applying Article 11 "SUSPENSION-INTERRUPTION-TERMINATION" hereof.

It being specified that the Service Provider's liability may not be implemented if the non-performance of one of its obligations described in the Agreement results from a case of force majeure.

9.2.2.Client's fault

Within the meaning of these Terms and Conditions, the following shall be considered as a fault attributable to the Client, enforceable against the latter, namely any misuse of the Services, fault, negligence, omission or default on the Client's part or that of their employees, non-compliance with the advice given by the Service Provider. As a result, the professional liability of the Service Provider or any person practising within it cannot be implemented by the Client in the event of the Client's fault. In addition, the Service Provider's liability is excluded in the event that the Client has not communicated the information or documents necessary for the performance of the Assignment or has submitted them late, or has transmitted incomplete or erroneous information and documents. The Service Provider has no obligation to independently verify or have verified the information or documents transmitted by the Client.

Furthermore, the Service Provider shall not be liable for any damage or loss whatsoever in the event of use by the Client of any of its services, works, recommendations or opinions in any other context or for any purpose other than that for which such service, work, recommendation or opinion was performed or rendered.

Neither the Service Provider nor any of its members shall be liable for the use by any Third Party of the Services, work, recommendations or opinions made or rendered by the Service Provider in the context of the Assignment carried out for the Client.

9.3Liability Undertaking

The Service Provider may only be held liable in the event of professional misconduct established against it that has caused personal, direct and certain harm to the Client according to the following terms and limits:

The Service Provider shall not be liable in any case for consequential or non-consequential immaterial damage resulting from bodily injury and/or material damage such as, for example and non-exhaustively: any financial or commercial damage, depreciation of assets, loss of profit, loss of income or opportunity, loss of operation, business interruption, loss of information or data, damage to the brand image, commercial disturbance, loss of profit, losses suffered by a Third Party, regardless of whether the latter were reasonably foreseeable or not, whether they originated from or are the consequence of the Agreement.

The Service Provider cannot be held liable in the event of a change in the law, regulations or their interpretation occurring after the date of performance of the Services.

The Service Provider cannot be held liable for the depreciation of an asset entrusted by the Client for management.

The Service Provider cannot be held liable for carrying out its professional activity via the internet, intranet, extranet and/or via the Service Provider's website or web address as well as by the transmission of emails or electronic documents.

The Service Provider cannot be held liable for any computer failure (breakdown, bug, error, etc.) in the exercise of its professional activity and, in particular, but not exclusively, in the context of the transmission by email of its Services. Consequently, the Client expressly acknowledges that the Service Provider has no control over the capacity, reliability, access or security of the aforementioned emails.

The Service Provider is only liable for the Services expressly assigned to it in the Agreement. For example, it cannot be held liable in any way whatsoever for the use made by the Client or a Third Party of the results of its Services.

The Service Provider shall not be liable in any case for damages based on or originating from any claim for plagiarism, illegal access, misappropriation or copyright infringement, patent, trademark, trade name, trade secret, computer program, or any infringement of laws relating to industrial or commercial property.

The Service Provider shall not be liable in any case for damages aimed at obtaining compensation for any bodily injury, illness, psychological or mental disorders, death, or any loss, damage or destruction of any property, including loss of enjoyment and/or use of this property or violation of the right to privacy. This exclusion does not apply to claims for compensation for any non-pecuniary damage in the context of a claim relating to social relations. The Service Provider shall not be liable in any way for damages based on or arising out of a loss of value (or the absence of an increase in value) of any investment, including any security, currency, fiat money or currency, options, future transactions, commodities, property or any other thing or asset of value, or resulting from representations, advice, insurance or warranties actually or purportedly provided by or on behalf of the Client relating to the performance of such investment, or resulting from the partial or total loss of value of any product or service provided in connection therewith.

To the extent that the Client proves to have suffered direct, personal and certain damage, the Service Provider's liability is expressly limited as follows:

• For Agreements where the amount paid excluding VAT is less than five thousand euros (€5,000), the Service Provider's cumulative liability may not exceed ten percent (10%) of the amount excluding VAT collected by the Service Provider; and

• For Agreements for which the amount paid excluding VAT is greater than five thousand euros (€5,000), the Service Provider's cumulative liability may not exceed five percent (5%) of the amount excluding VAT collected by the Service Provider.

Finally, no action for liability may be brought against the Service Provider by the Client more than one (1) year after the start date of the provision of the Services concerned, under penalty of foreclosure in the form of a contractually agreed final and irrevocable statute of limitation.

In any event and without prejudice to any other provision having the effect or purpose of limiting the Service Provider's liability, the Service Provider can neither be the subject of any action, nor be held liable for the consequences of any kind resulting from any of the following events:

• any breach by the Client of the provisions of the Agreement;

• the detrimental consequences of a product or service of any kind provided by a Third Party to the Client; as well as for

• the detrimental consequences resulting from a wrongful or erroneous decision, absence of decision, act or implementation by the Client of any recommendation, advice or reservation issued by the Service Provider within the framework of its Assignments or as a result of the latter.

9.4Waiver of action

In any event, the Client waives any right of action against the Service Provider in the following cases:

The Client shall bear the cost of any accidents that may occur to the staff it employs, whatever the cause. The Client waives any action against the Service Provider for any bodily injury or death of its personnel subject to the rights of the interested parties or beneficiaries and those of social security services or any similar body in a foreign country.

• The Client shall bear the cost of any damage or loss caused to the property belonging to them and/or which they rent and/or which has been entrusted to them and, more generally, anything located on their premises (personal or professional) or in their custody. The Client waives any action against the Service Provider for any material damage affecting such property.

• The Client waives any right of action against the Service Provider, for immaterial, consequential or non-consecutive damage due to bodily injury and/or material damage such as, for example and non-exhaustively: any financial or commercial damage, depreciation of assets, loss of profit, loss of assets, production losses, loss of income or opportunity, loss of operation, damage to the brand image, commercial disturbance, loss of profit, losses suffered by a Third Party, regardless of whether the latter were reasonably foreseeable or not, finding their origin or being the consequence of the Agreement and even if they result from professional misconduct of the Service Provider or the staff for which it is responsible.

Each of the Parties shall bear in full all the direct or indirect pecuniary consequences of the civil liability under the applicable law that it incurs, due to any bodily injury and property accidents caused to Third Parties to the Agreement between the Client and the Service Provider in the performance of its duties under the Agreement. The Client undertakes to enforce these waivers of action with their subcontractors, if necessary a waiver of action will be signed.

10.INSURANCE

The Parties undertake, with regard to their staff and everything located in their premises (personal or professional) or in their custody, to have taken out civil liability insurance and to have subscribed to and maintain valid all compulsory insurances under Monegasque laws.

11.SUSPENSION-INTERRUPTION-TERMINATION

1. The Client has the right to terminate the Assignment entrusted to the Service Provider at any time in writing by paying the invoices in accordance with the provisions below.

1. In the event of non-payment of invoices for fees and expenses within the time limits set out in these Terms and Conditions, the Service Provider reserves the right to suspend the performance of the Agreement, and will inform the Client of this.

1. The Service Provider has the right to terminate its Assignment, in particular in the event that the Client has engaged a Third Party for the performance of the same Services, or if the engagement of this Third Party is, or may be a source of conflicts of interest for the Service Provider, or by virtue of a fault of the Client or any other fact as defined herein and in accordance with the legislation in force.

1. In the event of a breach by one of the Parties of the obligations of the Assignment, not remedied within thirty (30) days of receipt of the registered letter with acknowledgment of receipt notifying the breaches in question, the other Party may automatically assert the termination of the Agreement subject to any damages to which it may be entitled as a result of the said breaches or its other rights and faculties under this Agreement.

In the event of personal bankruptcy, and/or declaration of cessation of payments, receivership or judicial liquidation, the Agreement will be automatically terminated under the conditions provided for by the applicable law.

In the event of termination of the Agreement for any reason whatsoever, all sums invoiced to the Client by the Service Provider before the effective date of such termination shall remain due to it.

In the event of early termination, at the initiative of the Client and/or the Service Provider for a cause attributable to the Client or a regulatory reason such as an infringement of the law or regulations in a jurisdiction, the latter must pay the Service Provider all the amounts as if the Agreement had been performed until its end. Consequently, the amount of the Services unpaid on the day of the early termination as well as the fees for the Services not yet performed until the initial term of the Agreement the costs incurred, on the effective date of the termination will be fully and irrevocably owed by the Client to the Service Provider.

1. In all cases of suspension, interruption or termination, the Client remains obliged to remunerate all the Services rendered by the Service Provider as well as the fees and disbursements paid on its behalf, prior to notification of the suspension, interruption or termination.

1. Unless otherwise provided for in the Agreement, the latter will enter into force upon its signature or, where applicable, on the date mentioned in the Master Engagement Letter and will produce all its effects, unless otherwise provided for, until the completion of the Assignments referred to therein, except in the case of termination or early termination. All the provisions of the Agreement which by their wording or nature, are intended to survive its expiry, termination or resolution, will remain fully valid and enforceable between the Parties for the entire duration provided for this purpose.

12.INTELLECTUAL PROPERTY - EXCLUSIVITY

The Service Provider is the holder of all the moral and patrimonial rights over all the Services. In any event, the Service Provider retains ownership of the methods, know-how and processes developed or implemented by the Service Provider to perform the Services.

The Service Provider may freely use them for the benefit of Third Parties, in particular other Clients. The Service Provider grants the Client, on a non-exclusive basis, a personal and non-transferable right of use of the documents produced by the Service Provider in execution of the Agreement and any service, strictly limited to the Client's own needs and the purpose of use as it results from the Letter of Assignment. Consequently, in any event, the Client may only use the result of the Services for its own needs and for the purpose of use as it results from the Master Engagement Letter or the Agreement.

Each Party retains the intellectual property belonging to it prior to the effective date of the Agreement.

Unless otherwise waived, the Service Provider remains the owner of the results of the Services (including but not limited to documents, studies, etc.) made available to the Client by the Service Provider as part of the performance of the Agreement. All related rights are and remain vested in the Service Provider.

The Client shall refrain from making the elements available to Third Parties, directly or indirectly, for consideration or free of charge, in any form whatsoever and for any reason whatsoever.

The Client shall refrain, for the duration of the Agreement, from using or mentioning any of the Service Provider's identification elements (such as logo, trade name or sign, designation, brand, etc.) without its prior written consent. However, for the purposes of the performance of its Assignments, the Service Provider shall be entitled to use or mention any of the Client's identification elements, in particular if it is a company or commercial company, by way of reference, with, as the case may be, an explanatory description.

13.CONFIDENTIALITY

In accordance with the Monegasque rules governing the activity of a Multi Family Office, all documents and information collected by the Service Provider in the performance of its Assignment are strictly confidential. They are disclosed internally or to Third Parties only under the conditions provided for by these rules or in cases where such disclosure is required for the proper performance of the Services, or because of legal, accounting or regulatory obligations beyond the control of, or imposed on, the Party that received the information.

All information and documents, regardless of their nature or medium, communicated to one of the Parties by the other, before or after the entry into force of the Agreement must always be considered as constituting confidential information and may only be used for the purposes of the Agreement. Each Party undertakes to treat such information and documents with the utmost confidentiality. Subject to the above reservations, none of this information, including, in particular, the existence and terms of the Agreement, may be disclosed to Third Parties by the Party receiving it, or by its agents or employees, without the prior written consent of the other Party. The provisions of this Article survive the expiry, termination or early termination of the Agreement whatever the cause and for a period of five (5) years from this event.

The Parties undertake to take all necessary measures to ensure that their staff, subcontractors and suppliers comply with the confidentiality obligations as described above.

The Service Provider shall in no event be liable for any damages, costs or damages caused by the loss, delay, theft, fraudulent acquisition, misappropriation or alteration of any confidential information, any mail (paper or electronic), any document transmitted by or to the Client caused by any breach by the Client of this provision.

1. LEGISLATION ON COMBATING MONEY LAUNDERING, TERRORIST FINANCING AND CORRUPTION

The Service Provider as a Multi Family Office is subject to the legislation relating to the fight against money laundering, terrorist financing and corruption (Law No. 1.362 of 3 August 2009 on the fight against money laundering, terrorist financing and corruption, Sovereign Ordinance No. 2.318 of 3 August 2009 as well as the various Ministerial Decrees and other applicable implementing texts, in their version in force).

Therefore, the Service Provider must, in order to meet the requirements required by law and the competent regulator, namely the “Monegasque Financial Security Authority”, collect from the Client before entering into a business relationship:

Natural person:

• valid proof of identity: identity card and/or passport as well as a residence card, if applicable;

• recent proof of address dated less than 3 months which can take the following form:

• an electricity, water, gas or landline bill;

• In the event of free accommodation: identity document and proof of residence of the host as well as a certificate of accommodation signed by the host;

• Document relating to the professional career;

• Document proving the origin of the assets and the proposed transaction, which may take the following form:

  • Recent payslips;

  • Recent financial statements of your company;

  • Recent bank statements issued by a reputable international bank;

  • Notarial deed of donation or acquisition of real estate;

  • Tax assessment notice; or

  • Other.

Legal Person:

• Articles of Association

• Extract from official register less than 3 months old;

• List of the beneficial owner(s) or, where applicable, extract of the beneficial owners;

• List of shareholders;

• List of the chain of ownership (in the case of a complex structure);

• List of Officers and Agents; and

• Latest financial and accounting statements.

Trust or other legal construction:

• Any document including the following information:

• Corporate name,

• legal form,

• registered office address,

• identity of the persons authorised to exercise the administration or representation,

• management and representation method,

• organisational chart to understand the structure and control, and

• Registration in a register of trusts, if any

 Beneficial owner(s):

For each beneficial owner of a legal person:

• valid proof of identity: identity card and/or passport as well as a residence card, if applicable;

• recent proof of address dated less than 3 months which can take the following form:

• An electricity, water, gas or landline bill;

• In the event of free accommodation: identity document and proof of residence of the host as well as a certificate of accommodation signed by the host;

• Document relating to the professional career;

• Document proving the origin of the assets and the proposed transaction, which may take the following form:

  • Recent payslips;

  • Recent financial statements of your company;

  • Recent bank statements issued by a reputable international bank ;

  • Notarial deed of donation or acquisition of real estate;

  • Tax assessment notice; or

  • Other.

• Any document showing the terms of control exercised over the company or entity

• the date on which the natural persons became the Beneficial Owner of the company or entity

Agent(s):

• When the Client is represented by an agent, it is necessary to obtain:

• Proof of mandate: written mandate or guardianship decision (for Clients who are natural persons) or meeting minutes, extract from the commercial register, etc. (for corporate entities)

• Identification information relating to natural persons:

• valid proof of identity: identity card and/or passport as well as a residence card, if applicable;

• recent proof of address dated less than 3 months which can take the following form:

  • an electricity, water, gas or landline bill;

  • In the event of free accommodation: identity document and proof of residence of the host as well as a certificate of accommodation signed by the host Document relating the professional career;

• Document proving the origin of the assets and the proposed transaction, which may take the following form:

  • Recent payslips;

  • Recent financial statements of your company;

  • Recent bank statements issued by a reputable international bank ;

  • Notarial deed of donation or acquisition of real estate;

  • Tax assessment notice; or

  • Other.

This information is kept for the duration of the Services and following their completion, according to the legislation in force.

The Client expressly undertakes to provide without delay any document or information of any kind required by the Service Provider and to comply with any documentation request issued by the Service Provider in order to enable it to meet its compliance obligations.

The Client expressly undertakes, as an obligation of result, to provide, within the agreed deadlines, only fair, complete and accurate information and documents, on the basis of which the Service Provider will be required to provide its Services. The Service Provider will, under no circumstances, be held liable for the consequences related to any error, incompleteness, omission or fraudulent or dishonest nature of the information and documents transmitted by the Client under the terms of the Agreement.

15.PROTECTION OF PERSONAL DATA

The Service Provider as a Multi Family Office is subject to the provisions of Law No. 1.165 of 23 December 1993 and its amendments and Ordinances relating to the processing and protection of personal information (the expressions "personal information" and "personal data" must be considered as indistinct)

The Service Provider collects the Client's personal data and processes it for the following purposes:

• Management of Client files;

• Management of Client cases;

• Identification of Clients in the context of legal obligations relating to the fight against money laundering, terrorist financing and corruption;

• Management of professional email; and

• Management of professional telephony.

The Client's data may be communicated as part of the processing and payment of fees: Bank, Chartered Accountant and Statutory Auditors. The Client's data may also be transmitted to any legally authorised administrative or judicial authority, as well as to the IT service provider for hosting and/or IT backup purposes.

Under no circumstances will the Client's data be communicated to Third Parties for any other purpose not expressly provided for above without first obtaining their explicit consent.

The Client has a right to access, update his/her/its personal data, and oppose the collection and processing thereof for legitimate reasons in accordance with the aforementioned legislation.

When the collection and processing of Client data is necessary for the management of the file, or when the collection and processing of Client data is necessary to meet legal or regulatory obligations, any opposition by the Client will make it impossible for the Service Provider to enter into a business relationship and/or to perform all or part of the Services provided for in the Agreement.

The Client may assert their rights by writing to Monaco United Advisors Multi Family Office SAM, at 9, boulevard Albert 1er "L’Albatros", Monaco (98000) for the attention of the Data Security Officer, in the person of Mrs. Aurore SHAKI or by email by writing to ashaki@mcmfo.com.

The Client expressly undertakes to comply with any request issued by the Service Provider in order to enable it to comply with its obligations regarding the protection of personal information or personal data.

More broadly, the Parties undertake to cooperate in good faith in order to respect and comply with any legislation or regulations relating to the protection of personal data that may apply to them in the context of the performance of the Agreement including in particular that described in this Article 15.

16.SUBCONTRACTING AND TRANSFER

The Service Provider has the right to subcontract all or part of the Agreement and remains liable to the Client for the performance of the Agreement. The Service Provider has the right to transfer all or part of the contract to one of the entities affiliated to the MUA Group for the propoper execution of the mission. The Client may not transfer all or part of the contract without the express prior consent of the other Party. 

17.STAFF NON-SOLICITATION CLAUSE

The Client undertakes not to solicit, recruit or have recruited, directly or indirectly, any member of the staff of the Service Provider or an affiliate of the Service Provider, for the duration of the performance of the Agreement as well as for a period of twenty (24) months following the end of the Agreement for whatever reason or cause.

In the event of non-compliance with this undertaking, the Client will pay the Service Provider, without prejudice to the application of the non-competition clauses provided for, where applicable, in the employment contract of the employee concerned, a financial compensation equal to the amount of the gross payments, all charges included, made in respect of the remuneration concerned over the twenty-four (24) months preceding the employee's departure.

18.NON-WAIVER

The fact that either of the Parties does not avail itself of one or more provisions of the Agreement may in no case imply the waiver by this Party to avail itself of it subsequently.

19.PARTIAL NULLITY

In the event that one or more provisions are null and void, or subsequently become null and void in whole or in part, the validity of the other provisions of the Agreement will not be affected. In such a case, the Parties will negotiate in good faith to replace the void provision with a valid provision having as close an effect as possible to the void provision.

20.GOVERNING LAW – JURISDICTION

This Agreement is subject to Monegasque law.

Any disputes relating to the formation, interpretation, or performance of the Agreement will be the subject of an attempt at amicable settlement between the Parties. Failing to reach such a settlement within ten (10) days from the date of sending a registered letter with acknowledgment of receipt sent by the most diligent Party to the other Party and mentioning the subject of the dispute, it will be definitively decided by the Court of First Instance of the Principality of Monaco.

21.NOTIFICATION AND SERVICE ADDRESS

Any notification or service mentioned must be made, unless otherwise specified by the Agreement by registered letter with acknowledgement of receipt to the address of the Parties mentioned on the Master Engagement Letter and will be considered as validly made upon receipt by the receiving Party.

Any change of address and/or more generally of contact details (electronic, telephone or other) of the Client must be notified to the Service Provider by post or email. In the latter case, the change will only be effective after a document countersigned by the Parties in the form of an amendment to the Agreement.