Terms and Conditions

Vale Compliance Solutions Limited (“Vale”) provides anti-money laundering, counter-terrorist financing and counter proliferation financing (“AML/CTF/CPF”) and other regulatory compliance services in the Cayman Islands strictly as described in, and subject to the limitations set out in, the Service Agreement.

This document sets out the current terms and conditions (the “Terms”) upon which Vale will provide such services for you (the “Client”) as set out in the accompanying service agreement (“Service Agreement”). In consideration of the provision of such services, the payment of the fees as set out below and other valuable consideration the receipt and sufficiency of which is acknowledged, are agreed by you and Vale as set out below.

For the avoidance of doubt, these Terms, including any amendments that may be made from time to time, may be accepted in writing or by your continued use of the service, the provision of instructions, or other conduct evidencing your acceptance of these Terms. Vale does not provide legal, tax, investment, or fiduciary advice, and no such duties are assumed unless expressly agreed in writing.

SERVICES

1. Vale shall provide the service of Anti-Money Laundering Compliance Officer, Money Laundering Reporting Officer, Deputy Money Laundering Reporting Officer (“AML Officers”), FATCA Responsible Officer, Principal Point of Contact, and Approved Consultant, Authorising Person, and Secondary User, Consultant and Money Laundering Reporting Officer in the British Virgin Islands, strictly as set out in the Service Agreement and subject to any limitations, assumptions and exclusions set out therein (the “Services”).

2. For the avoidance of doubt these Terms hereto are intended to constitute the “outsourcing agreement” referred to in Section 10 of the Guidance Notes on the Prevention and Detection of Money Laundering, Terrorist Financing and Proliferation Financing in the Cayman Islands (as amended) (the”Guidance Notes”) and shall not be construed as creating any additional duties, obligations or standards of care beyond those expressly set out in these terms and the Service Agreement.

AUTHORITY

3.   Vale shall be entitled to rely on the consent, approval and authorisation of any relevant person or entity (the “Entity”) in all respects, including but not limited to in respect of any act, omission, deed, document or matter, if itshall have been notified of such consent, approval or authorisation whether in writing, verbally or by email, by any director or officer of such Entity or any other person who has been duly authorized (or Vale has reasonable cause to believe has been duly authorised, including but not limited to the Entity’s duly appointed or authorised legal counsel) by such Entity or by any professional advisorsto such Entity and shall be under no obligation to verify the authority of any such person, and shall not be liable for acting upon any such consent, approval or authorization in good faith.

4.  Vale shall not be liable and shall be in no way responsible as a result of any failure on your part to promptly give proper authorisations, instructions, approvals, information and documents as may be necessary to enable Vale to carry out its obligations hereunder or for any delay, omission or inability to perform the Sevices arising therefrom.

UNDERTAKINGS

5.  Vale is subject to certain AML/CFT/CPF obligations including but not limited to those arising under the Proceeds of Crime Act (as amended) of the Cayman

Islands (the “POCA”), the Anti-Money Laundering Regulations (as amended) (the “AMLR”) and the Guidance Notes (together, the “AML/CTF/CPF Obligations”) which require the implementation and maintenance of certain compliance procedures including client identification and verification procedures, appropriate AML risk assessments, ongoing monitoring and testing of business relationships, internal reporting procedures for suspicious activities, internal audit procedures and record keeping procedures. The Entity shall promptly supply to Vale all such information and documents as may be requested by Vale from time to time in order to comply with all relevant AML/CTF/CPF Obligations and acknowledges that vale shall be entitled to suspend or refuse to provide the Services where such information or documents are not provided to Vale’s satisfaction.

6. The Entity shall promptly supply to Vale all such information, documents and/or instructions as are requested by Vale to fulfil its obligations hereunder. In addition, the Entity shall promptly inform Vale of any corporate action or changes to the Entity and promptly supply to Vale all such information and documents in connection therewith or as may reasonably be requested by Vale from time to time in order to assist the Entity in complying with its obligations under all applicable laws and the Entity acknowledges that Vale shall not be responsible for monitoring or identifying such changes in the absence of express notice.

7.  The Entity shall ensure that all information and documents delivered to Vale by or on behalf of such Entity to permit Vale to render any type of report to, or make any type of filing with, a third party will be accurate and complete in all material respects and Vale shall be entitled to rely upon the material accuracy and completeness of all such information and documents without independent verification.

8. The Entity shall use its reasonable endeavours to ensure that no breach of any acts of the Cayman Islands or any other jurisdiction occurs in connection with the operation of such Entity’s business and the Entity agrees to keep Vale informed on a timely basis of all material developments in its business and other activities provided that Vale shall have no duty to supervise, audit or otherwise monitor the entity’s compliance with such laws.

FEES

9. The Entity shall promptly pay Vale the fees for the Services, in the amounts set out in Vale’s fee schedule (the “Fee Schedule”) without a set-off, counterclaim or deduction.

10. To the extent that the Services so require, the Entity shall pay to Vale additional fees in accordance with the Fee Schedule as determined by Vale acting reasonably. Such additional fees shall be billed by Vale in arrears at a frequency to beagreed between any relevant Entity and Vale, but no less frequently than annually or such other frequency as Vale may reasonably determine.

11. Notwithstanding any of the foregoing, the obligation of the Entity to pay any of the fees payable hereunder may be discharged or satisfied by any third party provided that such discharge shall not affect the entity’s primary liability for payment.

12. All fees set out in the Fee Schedule are due and payable within 15 days of invoicing. Vale reserves the right to charge interest on any overdue sums payable by any Entity at 5% per annum or the maximum rate permitted by applicable law, if lower, and to suspend the services until all outstanding amounts are paid in full.

ULTIMATE RESPONSIBILITY

13. To satisfy the requirements of the AML/CTF/CPF Obligations, an Entity may delegate the performance of any function to a person or rely on a person to perform any function required to be performed. The Entity has delegated accordingly and will rely on Vale for the provision of the Services as set out herein. Notwithstanding the above, it is acknowledged and agreed that the Entity as stipulated in the relevant AML/CTF/CPF Obligations the ultimate responsibility for compliance with the requirements of such AML/CTF/CPF Obligations shall remain that of such

Entity and nothing in these terms or the Service Agreement shall operate to transfer, limit or dilute such responsibility or create any joint or several liability on the part of Vale.

LAWFULNESS AND GOOD STANDING

14.     As a condition of the provision of Services, the Entity confirms that (except as specifically disclosed in writing to Vale), neither the Entity or any person associated with the Entity to the best of the Entity’s knowledge and belief, has been:

(a)       convicted of any criminal offence, or is or has been subject to a regulatory sanction of any kind which would be reasonably relevant to the Services;

(b)       Has been declared bankrupt, entered into a voluntary insolvency arrangement, had their property declared en désastre or been subject to some event having equivalent effect occurs in any part of the world which remain undischarged or in effect ; and

(c)       Has been disqualified from acting as a director, or similar officer of any corporate body where such disqualification is currently in force.

15.     As a condition of the provision of Services, the Entity confirms that funds introduced to Vale will be from a legitimate source and not derived from or connected with any activity which is or could be construed to be unlawful, illegal or immoral either in the country of origin or in the Cayman Islands. Furthermore, the funds are not the proceeds of criminal conduct and the Entity acknowledges that Vale may rely on this confirmation without independent verification.

LIABILITY AND INDEMNITY

16.  Vale shall not be liable for any damage, loss, claims, proceedings, demands, liabilities, costs or expenses howsoever arising suffered or incurred by any Entity at any time from any cause whatsoever unless caused by Vale’s own actual fraud, willful default or gross negligence, or that of any of its directors, officers, employees or agents and in any event Vale’s aggregate liability arising out of or in connection with these terms or the Services shall not exceed the total fees paid to Vale by the entity in the twelve (12) months preceding the event giving rise to such liability.

17. The Entity shall indemnify and hold harmless to the full extent permitted by law or act, Vale, its successors and assigns, directors, officers, employees and agents (or those of any successor or assign) each an “Indemnified Party”) against any and all claims, proceedings, demands, liabilities, costs (includingwithout limitation legal costs), expenses, fines or penalties which may be incurred in consequence of these Terms or the performance of the functions and Services provided for hereunder except tothe extent that the same are a result of the actual fraud, wilful default or gross negligence of Vale or any of its directors, officers, employees or agents and subject to the liability cap set out in Clause 16 above. This indemnity shall be enforceable by or on behalf of Vale and any director, officer, employee or agent, present or future and any successor or assignee of Vale hereunder. In these terms, references to actual fraud, wilful default or gross negligence shall mean a final and non-appealable finding to such effect by a court of competent jurisdiction.

18. The indemnity granted to any Indemnified Party pursuant to these Terms shall be effected on an as paid and incurred basis including by way of advance of costs provided that, in the event that a court of competent jurisdiction shall find in a final and non-appealable judgment that Vale is liable for the aforesaid expense, such Indemnified Party shall refund all amounts paid pursuant to the indemnity to any relevant Entity forthwith without deduction subject to the liability cap set out in Clause 16 above.

19.  The provisions of these Terms in respect of indemnity shall survive their termination and shall inure to the benefit of any Indemnified Party in respect of all acts and omissions performed prior to such termination and shall continue to apply notwithstanding any termination of the Services for any reason.

CONFIDENTIALITY

20. Unless instructed by any Entity or otherwise authorised or approved to the contrary, Vale shall keep confidential all documents, materials and other information relating to the business, financial position or state of affairs of such Entity and shall not disclose any of the aforesaid (other than in the ordinary course of providing the Services, to its professional advisors or to any Affiliate of Vale or to any third-party service providers engaged by Vale in connection with the provision of the services)without the prior consent of such Entity, unless it shall in good faith determine that such disclosure is necessary in order to comply with any applicable law, directive or regulatory requirement (whether or not having the force of law, but if not having the force of law, compliance with which is in accordance with the general practice of persons to whom it is addressed) or to protect or defend the rights, interest or legal position of Vale. An “Affiliate” shall mean any entity which directly or indirectly controls, or is controlled by or is under common controlwith Vale.

21.  The Entity expressly agrees that information passed to or accessible by an Affiliate of Vale or any third-party service provider for thepurposes of disaster recovery and data back-up or business continuity, cybersecurity or operational purposes shall not be construed as a breach of confidentiality.

22. Notwithstanding the above, Vale shall ensure that relevant information is readily available to the Cayman Islands Monetary Authority and/or to the Financial Reporting Authority on request and any other competent authorities as may be required by law or as Vale may consider appropriate in connection with any regulatory, investigatory or supervisory process.

USE OF YOUR PERSONAL INFORMATION

23.    Vale will obtain and use personal information relating to the Entity and its directors, officers and other duly authorised agents (“Personal Information”) to comply with applicable acts and regulations and to provide such Entity with a more effective client service and for the purposes of providing, administering, managing and enforcing the Services and these terms. Vale also use such Personal Information to communicate with such Entity and its directors, officers and other duly authorised agents and to share such personal information with its affiliates, professional advisers and third-party service providers where necessary or desirable in connection with the Services or to comply with legal or regulatory obligations. Vale’s processing of Personal Information will be done in accordance with applicable data protection legislation as amended from time to time.

COMMUNICATION

24. Vale assume that the Entity is willing to receive all general correspondence sent via email or any other electronic means of communication customarily used by Vale. Vale does not guarantee that messages, documents or files sent by email or other electronic means are virus-free. As such, Vale accepts no liability or responsibility for any loss or damage, however caused, by any virus or cybersecurity incident, data breach or unauthorised access. Vale strongly recommend that the Entity use virus checking software and appropriate cybersecurity measures and the Entity is deemed to be responsible for virus checking any message, document or file attachment which is sent to Vale by email or otherwise electronically transmitted.

CONCERNS ABOUT OUR SERVICE

25.  If the Entity is dissatisfied with the provision of the Services provided by Vale, it may raise the concern directly with the Employee responsible for the matter in question within a reasonable time after the matter first arises. If the issue is not resolved to your satisfaction, you may refer the matter to the Director of Vale who is responsible for the matter, who will cause it to be thoroughly investigated in accordance with our current complaints procedure provided that compliance with such procedure shall be a condition precedent to the bringing of any claim against Vale. We will review any complaint carefully and promptly, and will communicate in writing the findings of any review undertaken and actions arising from the review which shall constitute Vale’s final position in respect of such complaint.

TERMINATION

26. The Service Agreement evidenced by these Terms may be terminated by either party, either generally or in respect of any Entity:

(a)       without a case by giving not less than thirty (30) days’ notice (or such longer period as may be prescribed by law):

(b)       for cause, if the other party shall commit any material breach of its obligations hereunder and fails, within thirty (30) days of receipt of notice in writing requiring it to do so (where such breach is capable of remedy) to make good such breach acting in its sole and absolute discretion;

(c)       by Vale, if any Entity, or the Entities generally, is wound-up/liquidated, dissolved or struck-off (the”Termination” or enters into any insolvency, restructuring or analogous process in any jurisdiction; or

(d)       if any Entity, or the Entities generally, is wound-up, liquidated, dissolved, struck off, or becomes subject to any insolvency, restructuring or analogous process in any jurisdiction..

27. The Service Agreement evidenced by these Terms may be terminated with immediate effect or subsequenteffect as determined by Vale, either generally or in respect of any Entity, where:

(a)       any Entity, or the Entities generally, or any of their officers and/or shareholders become subject to international sanctions or criminal proceedings or are the subject of any investigation which, in vale’s reasonable opinion, may give rise to regulatory, legal or reputational risk to Vale; or

(b)       any Entity, or the Entities generally, or any of their officers and/or shareholders fail to satisfy the AML/CTF/CPF Obligations or fail to provide information or documentation required by Vale to assess such compliance.

28. Upon termination:

(a)       any affected Entity shall reimburse or pay Vale any fees, charges, taxes, duties, penalties, imposts and expenses accrued under the “Fees” provisions of these Terms at the date of termination and not previously reimbursed or paid to Vale including any fees incurred in connection with an orderly transition or handover;

(b)       Vale shall, provided each affected Entity has satisfied its obligations under sub-clause (a) above, promptly deliver up to such Entity or as such Entity shall direct all documents, papers and records acquired, prepared or maintained by Vale on behalf of such Entity in the course of performing its functions hereunder subject to Vale’s right to retain copies for legal, regulatory, risk management or record-keeping purposes; and

(c)       any affected Entity shall not wrongfully represent itself as continuing to retain the services of Vale or hold vale out as providing any services to such entity.

29.  The termination of the Service Agreement evidenced by these Terms shall be without prejudice to any rights that may have accrued to any party to these Terms prior to such termination and the “Confidentiality”, “Liability and Indemnity” and “Termination” provisions of these Terms shall survive the termination of the Service Agreement evidenced by these Terms to the fullest extent permited by law.

NON-EXCLUSIVITY

30.     Vale reserves the right to provide Services similar to the Services to any other Entity at our discretion.

CONFLICTS

31.     Vale provides a wide range of services to a large number of Clients, and whilst we have procedures in place to try and prevent any conflicts, it is possible that a conflict of interest may arise and the entity acknowledges and consents to Vale acting for other clients whose interests may conflict with those of the entity. If Vale becomes aware, or are notified of a possible conflict of interest, the Entity will be notified as soon as reasonably practicable where Vale considers such notification appropriate and if possible, procedures will be put in place to ensure confidentiality and that the conflict is dealt with in an appropriate manner, with regard to our duties to the Entity and our other Clients provided that nothing herein shall oblige vale to decline, cease or restrict the provision of services to any client.

THIRD PARTY RIGHTS

32.    Except as expressly provided in clause 37, a person who is not a party to these Terms shall not have any rights under The Contracts (Rights of Third Parties) Act, 2014 or any statutory modification or re-enactment thereof.

33.    Notwithstanding any provision of these Terms, the consent of or notice to any receiver, agent, attorney, delegate or other person who is not a party to these Terms (whether a beneficiary of any rights under these Terms or otherwise) shall not be required for any termination, rescission or agreement to any variation, waiver, assignment, novation, release or settlement under these Terms at any time and any such action may be taken by the parties in their sole discretion.

DELEGATION

34.     Vale may appoint agents or other delegates to perform in whole or in part any Services or matters connected with the Services at its discretion, in which case, such delegation shall, for the avoidance of doubt, be undertaken and performed in accordance with applicable Regulations and Regulatory Measures as determined by Vale acting reasonably. Vale will provide the Entity with prior written notice of any such appointment where practicable.

GENERAL

35.    Each Entity agrees that Vale is not responsible for the active management of such Entity, the commercial structuring of such Entity’s business or for the rendering of investment, commercial, accounting, legal or any other advice whatsoever to such Entity or any other person and that no duty of care shall be implied by virtue of the provision of the services.

36.    Vale is authorised to maintain any records relating to each Entity or its affairs in electronic format and to produce at any time during the course of legal proceedings, copies or reproductions of these documents made by photographic, photostatic or electronic means as juridical proof of the contents thereof which shall be admissible to the fullest extent permitted by the law. Unless specifically requested to do otherwise by any Entity in writing, Vale shall maintain records relating to such Entity in electronic format only, except for original (ie ‘wet ink’) documentswhich are received on behalf of each Entity and which shall be maintained in both electronic and hard copy format. Where there is a Termination in relation to any Entity, Vale shall, in respect of any records which are held in hard copy, retain these for a period of one year following the effectivedate of such Termination and shall then, unless instructed otherwise in writing, destroy such records without further liability. Where Vale is requested to retain originals in hard copy for longer than one year followingthe effective date of the Termination, it reserves the right to charge a fee as determined by Vale acting reasonably in respect of costs associated with such storage.

37.    Nothing herein contained shall constitute a partnership between the parties hereto nor shall Vale or the directors, officers, employees or agents of Vale be deemed to be employees of any Entity or entitled to any remuneration or other benefits from any Entity other than as set out herein. Neither Vale nor any Entity shall have authority to bind the other or to contract in the name of or create a liability against the other in any way or for any purpose whatsoever.

38.    Subject to Vale’s obligations of confidentiality set out hereunder, each Entity acknowledges and agrees that Vale shall not be prevented from providing Services of a like nature to other companies, partnerships or persons including those who may be competitor of the Entity.

39.    No rights under these Terms may be assigned by any party without the prior written consent of the other party such consent not to be unreasonably withheld or delayed PROVIDED THAT Vale shall have full power to assign their rights or obligations underthese Terms, or delegate or sub-contract any functions they deem necessary to perform their obligations under these Terms to an Affiliate without the consent of the Entity.

40.    Notices may be delivered or dispatched by mail to such address and email to such email address as each party may designate in writing from time to time. Such notices shall be deemed to have been properly delivered if dispatched by registered mail, on receipt thereof, or, if dispatched by ordinary mail, at the expiration of seven business days after posting, and in proving service by post it shall be sufficient to prove that an envelope containing the notice was duly addressed, stamped and posted, or, in the case of email, at the time of transmission of such email provided that no error message is received by the sender.

41.    No failure on the part of the Vale to exercise, and no delay on the part of Vale in exercising, any right or remedy under these Terms will operate as a waiver thereof nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. All rights and remedies are cumulative and not exclusive of any rights or remedies provided by applicable act or at law or in equity.

42.    Vale may leverage cloud based technologies as part of our business function in order to meet our objectives and provide our clients with the best, most efficient service and the entity acknowledges and consents to such use. Any use of cloud technologyis undertaken with the highest level of diligence and security in accordance with applicable law and industry standards.

FORCE MAJEURE

43.     Vale shall bear no liability for loss, damage or delay howsoever arising caused by circumstances outside our control of whatsoever kind including, without limitation, fire, flood, storm, earthquake, wars and riots including acts of god, pandemics, epidemics, governmental or regulatory actions, failure of utilities or telecommunications, cyber incidents, system failures, labour disputes or any other events beyond vale’s reasonable control.

GOVERNING LAW AND JURISDICTION

44.    These Terms are governed by and shall be construed in accordance with the acts of the Cayman Islands and each party irrevocably submits to the exclusive jurisdiction of the Grand Court of the Cayman Islands to hear and decide any suit, action or proceedings, and to settle any dispute or matter which may arise out of or in connection with these Terms including any non-contractual obligation arising therefrom.

45.    Each of the provisions contained in these Terms shall be construed as independent of every other such provision, so that if any provision of these Terms shall be determined by any court or competent authority to be illegal, invalid and/or unenforceable then such determination shall not affect any other provision of these Terms, all of which other provisions shall remain in full force and effect and shall be enforced to the maximum extent permitted by law.

DATE OF REVISION
January 2026

1. These Terms and Conditions (“Terms”) together with your correspondence (“Correspondence”) identifies our only clients(s) in this matter (“you” and “your”), as well as any specific limitations on those that may instruct us, the scope of our representation of you. Except as provided in the Correspondence, we do not represent any other persons or entities including your parent, subsidiaries, and affiliates. Our advice and work is provided solely for the benefit of our client(s) identified in the Correspondence, which together with these Terms, form our Engagement Agreement (“Agreement”) with you, and applies as soon as we start acting on your instructions, regardless of when and whether you sign the Correspondence.

2. Vale Law (“Vale Law”) is governed by Cayman Islands law and provides legal and related services in the Cayman Islands.

3. Vale Law represents clients including entities and individuals that may enter into transactions or have disputes with your or your related entities.

Our working Relationship

4. Effective representation requires open and honest communication through our relationship. We need you to give clear and timely instructions, provide relevant information and documents, and make yourself available for consultation.

5. Generally, communications between a lawyer and client regarding legal advice are privileged and confidential. Be aware that you may jeopardize these protections by disclosing communications to others. You agree we are under no duty to disclose to you or use any information that is confidential to another client or any other person.

6. We may communication with you through various forms of electronic communications. While we take great care to perfect our communications from unauthorized access, viruses and other associated risks, we cannot guarantee their safely and security, we recommend that you use secure platforms for communication and collaboration, and we discourage use of unsecure third-party services. Where you choose to use such services, you accept the risks of unauthorized access and indemnify and hold us harmless if the security of such methods of communication are breached.

7. You should carefully check for any insurance policies that might relate to the work we do for you, and notify your insurers promptly to protect your rights. Unless you provide copies of these policies to us and we are not responsible for advising you about the existence or applicability of any insurance coverage.

Advance Clearance of Conflicts

8. We represent a wide variety of entities and individuals, some of whom may be, for instance, your borrowers, investors, shareholders, creditors, insurers, vendors, customers, competitors, or other parties with conflicting interests in a litigation, arbitration, bankruptcy, insolvency business transaction, or other matters. As a condition or our representation of you, you agree that, without further notice, we may represent other clients in matters, even if they are directly adverse to you, as long as (a) those matters are not substantially related to our representation of you; or (b) we establish information barriers preventing communication of confidential information we have received to such matters. Of course, we will not use any confidential information received from you in any way inconsistent with our ethical responsibilities.

Fees and Costs

9. Unless otherwise agreed in writing, we will charge fees based on the time spent and expertise required for your matter. In setting our professional fees we take into account complexity and urgency as understood at the time of our engagement. In the event that the complexity and urgency changes, we reserve the right to increases our rates to reflect a fair and reasonable uplift. Current hourly rate for our professionals range from US$ 350.00 to US$ 850.00 per hour. Our hourly rates are reviewed periodically and may be adjusted from time to time. You will be charged the rates in effect at the time services are performed.

10. We may charge and you agree to pay for costs including travel, delivery services, imaging, printing, court fees, auditing and assurance services, and other expenses. For items we purchase in bulk or through fixed fee arrangements, such as computerized research, technology and support services, we will charge you a rate reasonably apportioned to you. We will add a charge of 3% of our professional fees in respect of printing, photocopying costs and other general expenses nor charged directly. Due to bank charges, payments made by credit card will incur an uplift of 5% of the invoiced amount. You agree to pay costs to any third parties retained by us on your behalf, including experts, consultants and local counsel (in some circumstances, we may advance costs on your behalf and you agree to reimburse us within 30 days. We may not hold originals of receipts for costs, which may be available only in electronic form.

11. Any estimate creates neither a floor nor a ceiling on your obligation to pay. Actual fees and costs may deviate significantly. We undertake no obligation to update a prior estimate. We undertake no obligation to update a prior estimate.

12. All of our fees and costs, from Vale Law or third parties, exclude any sales, services, use, excise transfer, value-added or similar taxes. Those taxes will be included in our invoices to you and are payable by you. If you or another payor is required, on account of any taxes, to make any deduction when paying our invoices, you must increase the overall payment so that we receive a net sum equal to our full invoiced amount.

13. Our policy is to bill monthly, except that we reserve the right to issue an interim bill and to change the frequency of billing and the time for payment. If you disagree with any invoice, please contact us immediately, otherwise we will understand that the invoice is agreeable to you. Our invoices are payable when delivered on the terms set forth therein, and you remain responsible for paying them even if you have an arrangement with a third-party payer for payment. If full payment is not received when due, we reserve the right to suspend services, terminate our representation, withdraw, charge reasonable interest, and hold you responsible for any collection costs; including reasonable attorneys’ fees.

14. In adversarial proceedings, you agree that as of 90 days before any scheduled trial or arbitration date ( or a later time that we may make such request), all fees and costs incurred up to that point will be paid and you will either provide us with a deposit (or argument any existing deposit) or make another satisfactory arrangement to ensure payment of all fees and costs estimated to be incurred from that point through the end of trial of arbitration.

15. If we handle funds for you, we will deposit that money with a regulated financial institution and manage it in accordance with your instructions, applicable laws and ethical regulations. You agree that absent legal requirements to the contrary, we are not responsible for any loss of funds so deposited and managed.

Financial Crime and Other Regulation

16. We do not tolerate bribery or corruption. The law in the Cayman Islands requires reporting of knowledge or suspicion that certain criminal offences have been committed, regardless of whether a client or third party committed the offence. In these circumstances, we may not be able to discuss these reports with you because of those restrictions and we may have to stop acting for you. You agree that Vale Law is not responsible for any adverse impact you may suffer as a result of compliance with these laws and regulations.

17. Our anti-money laundering, anti-bribery, anti-proliferation financing, anti-terrorism and sanctions policies require us to carry out due diligence on our clients and, where appliable, anyone who instructs us on the client’s behalf, and review that due diligence on an ongoing basis. There policies are in compliance with the various laws and rules applicable in the Cayman Islands and are also based on our risk assessment. These policies may apply to you and any individuals who instruct us on your behalf and we may not be able to represent you (or continue to represent you) until we have all of the information we need for these purposes. We will process any such information in accordance with any applicable laws.

18. The Cayman Islands has modern and comprehensive legislation, with which we are required by law to comply, to combat money laundering, proliferation financing and terrorist financing. We are required to obtain and retain as much information as is necessary to verify the identity of our clients, and the identity and authority of those who are instructing us on their behalf (“AML/KYC”). We must obtain sufficient information and documentation, from yourself and from third parties, to enable us to understand and assess the nature of your business or intended business and the source of your funds. If you are a legal entity, partnership or trust we must obtain your constitutional or foundational documents and information about the location of your business. We are obliged by law to determine the natural person or personal who ultimately own or control your business (“the beneficial owners”) or on whose behalf your transaction or activity is being conducted. We are not permitted to keep anonymous accounts or accounts in fictitious names. Moreover, we must obtain such information on an ongoing basis whenever there are material changes in your business model or key personnel.

19. You understand and agree that we are obliged by law to provide information about you and your business to Cayman Islands regulators upon request, even where such information would otherwise have been protected by solicitor / client or litigation privilege. If we observe activity on your part that is suggestive of money laundering or terrorist financing, we may be obliged to report it to a Cayman Islands regulator without disclosing to you that we have done so. We may also be compelled by court order or by search warrant to disclose documents and information pertaining to you and your business.

20. You understand and agree that, in the event that we are unable to acquire the documents and information necessary for compliance with our obligations described above, we must terminate our relationship with you. In circumstance of urgency we are permitted to render some services to you before our due diligence has been completed but this does not affect our obligation to terminate the relationship if we cannot obtain the necessary documents and information necessary to complete the compliance process to our satisfaction in our sole discretion.

21. We follow all applicable governmental sanctions requirements, We may not be able to receive payments from certain countries or may be required to make report of such payments, You agree to inform us immediately if you or your directors, officers, shareholder or beneficial owners are or become subject to sanctions or are located or resident in a sanctioned location, and agree that in such a case we may terminate our representation of you without liability.

Ongoing Disclosure

22. If there is any material change in your circumstances, including (without being exhaustive) changes in your name, country of residence, tac residence, source of funds, type of manner of employment or business operations, you will disclose that to us immediately.

23. If we ask you to provide a document that you are unable or unwilling to provide, or if you fail to make ongoing disclosures to us in compliance with any item in the above, we may (at our sole discretion) terminate our service contract with you immediately.

Files and Documents

24. We may maintain a client file relating to our representation of you. Absent legal requirements or written agreement with you to the contrary, we may dispose of the client file and other records relating to our representation of you five years after we last performed work on the matter without further notice to you. Documents containing our work product, mental impressions, notes, drafts, and emails will not be considered part of the client file. Following written request and payment for involved costs, we may provide a copy of the client file to you.

25. Copyright and all other intellectual property rights in all documents, software and other work products Vale Law supplies to you will stay vested in Vale Law. You are granted a license to use and copy such work products but only in respect of the matters for which they were supplied to you. If payment of any invoice is not made by the due date, this license may be immediately revoked until payment in full is made.

Translation of Documents

26. If you provide a document to us that is not in the English language, we may obtain a translation of the document from a third party at your expense and rely upon the translation.

27. If we use or prepare a translation, you should be aware that words and legal concepts used in one language may not have equivalents in another. You should not assume that any translation exactly replicates the original text.

End of Representation

28. You may terminate our representation of our services at any time and for any reason. We may terminate our representation of you at any time, consistent with our ethical obligations. We expressly reserve the right to stop acting for you and you expressly consent to our right to terminate, if you fail to pay for the amounts invoiced, or requested on account for prospective fees and costs. You remain responsible for paying fees and cost related to work performed before the end of the representation, and we will not be liable for any resulting loss.

29. If not terminated otherwise, our representation of you will end when we have completed the services described in our Correspondence; send our final invoice; or unless otherwise agreed in writing, after six months of furnishing no billable services to you, whichever occurs sooner without further written confirmation. Any new representation will require a new Engagement Agreement, notwithstanding any communication or administrative actions after that period.

File Termination Fees

30. From time to time you will send us funds to cover our legal fees and file-related disbursements. Unused funds are held in trust for you. If we believe your matter is complete or it has been inactive for a long time without prospect of future work, we will close your file and refund in full any funds we hold in trust for you. We will mail our firm’s cheque to you to the last the mailing address you have given us. If you do not cash our cheque and it becomes stale– dated, we shall charge you a file termination fee in the amount of the cheque, thus bringing our trusteeship to a close.

General Limitation of Liability

31. While we will exercise reasonable care and skill in all matters undertaken by us, we do not guarantee any particular outcome for this engagement. Our professional fees and your obligation to pay for them in full are not dependent or contingent upon the business of commercial outcome of your matter. We shall also not be providing, obtaining or reviewing on your behalf any non-legal advice (including but not limited to business, commercial, financial, technical, insurance accounting, broking, actuarial, environmental, or information technology) or technical matters (such as engineering specifications or financial calculations), except where you and we expressly agree to do so. Where documents that we draft, or on which we comment, include provisions covering such matters, you should review those provisions or arrange for other suitably qualified advisers to do so, to satisfy yourself that you meet commercial objectives.

32. Any advice provided by us is our opinion only, based on the facts known to us and on our professional judgement, and is subject to any changes in the law after the date on which the advice is given. We are not liable for errors in, or omissions from, any information provided by a third party.

33. Our advice relates only to each particular matter in respect of which you engage us. Once that matter has concluded, we will not owe you any duty or liability in respect of any related or there matters unless you specifically instruct us in respect of those related or other matters.

34. We carry professional liability insurance to protect you in the event of a claim against us. The total liability in the aggregate Vale Law and its partners, employees and agents to you and to any person claiming by or through you for all claims, losses, costs or damages including attorney’s fees and cost and expert witness fees and costs arising from any cause shall not exceed the total compensation received by Vale Law under this agreement of the sum of US$100,000.00, whichever is greater.

35. All the limitations contained in these Terms apply to liability of all kinds, whether in contract, tort (including negligence), equity, or otherwise. In no circumstances will Vale Law be liable for any indirect or consequential loss or any loss of revenue, profits, goodwill, business, savings or opportunity.

36. If we are acting for more than one person or entity on your matters, you agree that we can accept instructions from any of you, unless otherwise agreed in writing. We may terminate the Engagement Agreement where, in our sole opinion, there is or may be a conflict of interest between any of you or if we would otherwise be obligated to act in a manner contrary to the interests of one of you. By entering into the Engagement Agreement, you each agree to immediately notify us if there is any dispute or a conflict of interest which arises been you while we act for you. Your liability to us under our Engagement Agreement is joint and several. You may request us to apportion any bill between you, but this will not affect your joint and several liabilities to us.

37. We are often asked to information about our experience. You consent to our disclosure that you are a client, as well as a general description of our work for you.

38. You will not refer to our advice in connection with any financial statement or public document unless otherwise agreed in writing.

39. The Engagement Agreement cannot be modified by any policies, procedures guidelines, correspondence, or other document from you unless otherwise agreed to in writing by a partner of this Vale Law. If there is a conflict between these Terms and the Correspondence, the provisions of the Correspondence control. If any part of the Engagement agreement is held to be illegal, invalid or unenforceable, it shall not form part of the agreement and the balance shall remain enforceable and shall not be affected.

40. We do not intend any of the Terms, other than those dealing with our limitation of liability, to be enforceable by any person who is not a party to the Engagement Agreement. We do not require consent from third parties to rescind, vary, waive, assign, novate or otherwise dispose of our respective rights obligations under the Engagement Agreement. This Agreement is not intended to confer any rights upon any third party and the provisions of the Contracts (Right of Third Parties) Act do not apply to it.

41. Any reference to “partner” means a partner, shareholder, member, consultant, or employee with equivalent standing, experience, or qualifications and does not create or imply that an actual partnership exists.

42. Unless otherwise agreed in the Correspondence the Engagement Agreement shall be governed by the laws of the Cayman Islands; and (b) any claim, dispute or difference relating in any way to the Engagement Agreement (including any question regarding its existence, validity of termination), shall be subject to the courts of the Cayman Islands.

DATE OF REVISION
February 2024