General Terms and Conditions for the Provision of ASP Services
1. INTERPRETATION
1.1 These Terms and Conditions ("Terms") constitute the full agreement between Wise Wolves Capital (EU) Ltd and the Client for the provision of services as described in Clause 2. Definitions in these Terms are as follows:
Articles: The Memorandum and Articles of Association of the Client as amended.
Business Day: Any day except Saturday, Sunday, or a public holiday in Cyprus when banks are open for business.
Company (Client): The entity receiving services from Wise Wolves Capital (EU) Ltd.
Companies Law: The Cyprus Companies Law, Cap.113.
CySEC: The Cyprus Securities and Exchange Commission, which regulates Wise Wolves Capital (EU) Ltd.
Directors: The appointed directors of the Client, as recognized at any time.
Effective Date: The later of the Client's incorporation date or the commencement of services by Wise Wolves Capital.
Electronic Signatures Law: The Electronic Signatures and Related Matters Law, 2004 (L. 188(I)/2004).
Fee Schedule: The list of fees for services offered by Wise Wolves Capital, variable as per these Terms.
Members: The recorded members of the Client.
Officers: The appointed officers of the Client, as recognized at any time.
PEP: Persons who are or have been entrusted with prominent public functions, and their close associates and family members.
Registrar: The Registrar of Companies in Cyprus.
Services: the provision of any or all of the following services: The management or administration of trusts including without limitation, the undertaking or provision of trustee (commissioner), wherever these are set up or established, or the management or investment or marketing of the assets of a trust, registered shareholder, director, secretary and registered office facilities, as applicable to the Company.
Ultimate Beneficial Owner: The person(s) who ultimately control the Client, directly or indirectly owning significant shares or voting rights.
1.2 For clarity in these Terms:
Singular includes plural; masculine includes feminine and neuter, and vice versa.
Headings are for convenience only and do not affect interpretation.
References to "written" and "in writing" include electronic formats.
Requirements for delivery include electronic formats.
Electronic signatures as per the Electronic Signatures Law are acceptable for signing.
2. APPOINTMENT OF WISE WOLVES CAPITAL
2.1 From the Effective Date, Wise Wolves Capital will deliver Services agreed with the Client. The Client's use of these Services constitutes acceptance of these Terms.
3. DOCUMENTS AND INFORMATION PROVISION
3.1 The Client must promptly provide all necessary documents and updates as requested by Wise Wolves Capital, including:
Offering materials, minutes from meetings, resolutions, and records of shares or debt issuances.
Any changes in directors or significant officers, and all legal and regulatory filings.
Notifications of any legal actions or potential insolvency proceedings.
4. COMPLIANCE OBLIGATIONS
4.1 The Client will supply all information required for Wise Wolves Capital to comply with anti-money laundering, terrorism financing, and other regulatory and legal obligations.
4.2 The Client confirms that funds used are not derived from illegal activities and will comply with all relevant laws.
4.3 The Client will notify Wise Wolves Capital of any significant changes in ownership or control, or if a PEP is involved with the Client.
5. TAX AND LEGAL RESPONSIBILITIES
5.1 The Client is solely responsible for its legal and tax obligations and is advised to seek independent legal and tax advice.
6. RECORD KEEPING
6.1 The Client will maintain accurate records and provide these to Wise Wolves Capital upon request, in compliance with Cyprus law.
7. RELIANCE ON INSTRUCTIONS
7.1 Wise Wolves Capital may act on instructions from identified representatives of the Client, provided these instructions are clear and formally documented.
8. FEES
8.1 The Client agrees to pay fees as detailed in the Fee Schedule, which may be updated periodically by Wise Wolves Capital.
9. COMMUNICATION
9.1 Electronic communication is the primary method for instructions and notifications, acknowledging risks associated with such methods
10. CONFIDENTIALITY
10.1 Confidential Information:
Neither party will disclose confidential information obtained through their business relationship, except as required by law or for normal business purposes to advisors or affiliates under a duty of confidentiality.
This confidentiality obligation persists beyond the termination of these Terms.
11. DATA PROTECTION
11.1 Wise Wolves Capital will adhere to applicable data protection laws concerning the handling of personal and sensitive information. The client consents to the transfer and processing of such data across borders for business purposes as necessary under these Terms.
12. INDEMNIFICATION
12.1 The Client agrees to indemnify and hold harmless Wise Wolves Capital and its affiliates against any losses, liabilities, or expenses incurred relating to or arising from the Client's use of the services, except where such costs stem from Wise Wolves Capital's negligence or wilful misconduct.
13. LIMITATION OF LIABILITY
13.1 Wise Wolves Capital's liability for damages under these Terms shall be limited to the total fees paid by the Client within the last year, except in cases of fraud or gross negligence.
14. TERMINATION
14.1 Either party may terminate the agreement with notice for causes such as breach of terms, regulatory changes, or insolvency conditions.
14.2 Obligations intended to continue post-termination (such as confidentiality) will survive any termination of these Terms.
15. DISPUTE RESOLUTION
15.1 Any disputes arising under these Terms will be settled through arbitration in Cyprus according to Cypriot law.
16. MISCELLANEOUS PROVISIONS
16.1 Amendments to these Terms must be made in writing and signed by both parties.
16.2 Notices to either party must be given through email or postal service as per the provided contact details.
17. JURISDICTION
17.1 These Terms are governed by and interpreted according to the laws of Cyprus. The courts of Cyprus will have exclusive jurisdiction over any disputes.
Contact Information:
Wise Wolves Capital (EU) Ltd,
61, Spyrou Kyprianou, Mesa Geitonia,
4003, Limassol, Cyprus.
