ALFA LIMITED

1.1 Our Regulatory Position

Alfa Limited is not registered under the Financial Services (Jersey) Law 1998 (FSJL) or the Proceeds of Crime (Supervisory Bodies) (Jersey) Law 2008 (SBL). We provide administrative support services exclusively to entities registered as trust company businesses under the FSJL (Registered TCBs). We do not provide, and these Terms do not authorise us to provide, financial service business or Schedule 2 business to any person.

1.2 The Nature of Our Services

We provide administrative support services to enable Registered TCBs to discharge their statutory and regulatory obligations under the FSJL, the Code of Practice for Trust Company Business (TCB Code), and applicable anti-money laundering legislation. Our services function as internal administrative support to your operations. We do not provide regulated services to your underlying clients, and nothing in these Terms shall be construed as authorising or requiring us to do so.

1.3 Essential Limitations on Our Services

The following limitations are fundamental to our engagement and apply at all times:

• 1.3.1 We will not be appointed to, and our personnel will not hold, any statutory office or key person role in relation to you or your underlying client structures, including director, alternate director, shadow director, partner, company secretary, assistant secretary, trustee, protector, enforcer, compliance officer, money laundering reporting officer, or money laundering compliance officer.
• 1.3.2 We will not contract with, or enter into any engagement, arrangement, or understanding (whether direct or indirect) with, your underlying client structures (including companies, trusts, foundations, partnerships, or funds administered by you).
• 1.3.3 We will not hold ourselves out to your clients, the market, or regulatory authorities as providing trust company business, fund services business, or any other regulated services.
• 1.3.4 We will not accept instructions directly from your underlying clients regarding the management, administration, or governance of their structures, except where such instructions are channelled through and supervised by you.
• 1.3.5 We will not exercise independent discretion over client matters or make decisions on behalf of client structures without your supervision and approval.

1.4 Your Retained Responsibilities

You retain full and exclusive statutory and regulatory responsibility for all services provided to your clients. Our provision of administrative support does not transfer, delegate, or diminish any of your obligations under the FSJL, the TCB Code, or any other applicable law or regulation. You remain solely responsible for the best interests of your customers and for compliance with all regulatory requirements.

2.1 Definitions

In these Terms unless the context otherwise requires:

Client the Registered TCB instructing us to provide Services, being you. For the avoidance of doubt, this does not include your Underlying Clients. Confidential Information all information relating to you, your business, your affairs or your Underlying Clients that we learn in the course of providing Services, whether disclosed directly, discovered or obtained from any source and whether or not marked as confidential. Data Protection Laws the Data Protection (Jersey) Law 2018 and any other applicable data protection legislation. Engagement Letter the letter or document setting out the specific scope of Services for a particular engagement. FSJL the Financial Services (Jersey) Law 1998. JFSC the Jersey Financial Services Commission. Registered TCB an entity registered under the FSJL to carry on trust company business. SBL the Proceeds of Crime (Supervisory Bodies) (Jersey) Law 2008. Services the administrative support services we provide to you as set out in an Engagement Letter, which may include the services described in the Schedule to these Terms. TCB Code the Code of Practice for Trust Company Business issued by the JFSC. Underlying Client any company, trust, foundation, partnership, fund or other structure to which you provide trust company business services.

2.2 Interpretation

• 2.2.1 When we say we, us or our we mean Alfa Limited. When we say you or your, we mean our Client.
• 2.2.2 The headings in these Terms are for convenience only and do not affect interpretation.
• 2.2.3 References to legislation include any amendment, re-enactment or replacement.
• 2.2.4 Words following include, includes or including are not to be construed as limiting.
• 2.2.5 The singular includes the plural and vice versa.

2.3 Engagement Letters

These Terms apply together with our Engagement Letter for each matter. The Engagement Letter sets out the specific scope of Services and any particular terms agreed with you. If there is any conflict between an Engagement Letter and these Terms, the Engagement Letter takes priority, provided that any variation to the limitations set out in clause 1.3 must be expressly stated and agreed in writing.

3.1 Your Supervisory Obligations

You acknowledge that, by engaging us under a contract for services, our personnel fall within the definition of trust company business employee under the TCB Code, being persons employed under a contract for services to assist in the provision of trust company business. You are required under the TCB Code to exercise adequate supervision over our personnel and work product.

3.2 Supervision Requirements

You shall supervise our work in accordance with your existing policies and procedures for the oversight of trust company business employees. Without limiting your general supervisory obligations, you shall:

• 3.2.1 designate one or more qualified individuals within your organisation (such as a director, compliance officer or senior manager) to supervise our work;
• 3.2.2 review and approve all work product we produce before it is finalised, relied upon for client purposes or filed with any authority;
• 3.2.3 provide us with appropriate direction regarding your policies, procedures and regulatory requirements; and
• 3.2.4 maintain full access to and control over all client files, data and work product we produce.

3.3 Your Review and Approval Rights

All deliverables we produce (including board packs, minutes, statutory filings and due diligence reviews) are subject to your review and approval before provision to Underlying Clients or filing with authorities. We deliver work product to you for your review and adoption. You assume responsibility for all deliverables once approved.

3.4 Quality Control

You are responsible for ensuring that all transactions or decisions arising from our work are appropriately authorised by persons within your organisation with the requisite knowledge and experience. Our administrative support does not substitute for your exercise of judgment and discretion in relation to your clients.

4.1 Working Under Your Systems

We work under your systems, procedures, quality controls and regulatory framework. We do not operate independent systems for client matters. This ensures you can maintain the records required under the TCB Code and discharge your obligations regarding systems and controls.

4.2 Client Communications

All client-facing communications, documents and representations in connection with our Services are made in your name and on your behalf. We do not communicate with Underlying Clients in our own name in relation to the Services. Where our personnel use email to communicate regarding client matters, they shall either use your email system or clearly identify themselves as acting on your behalf.

4.3 Documentation

All formal documents we prepare (including board minutes, resolutions and statutory filings) are prepared for execution by you as principal. We do not appear as service provider on client-facing documents.

4.4 No Independent Client Relationships

We do not establish, maintain, or develop independent relationships with Underlying Clients. All contact with Underlying Clients is mediated through you and subject to your supervision.

4.5 Delivery of Work Product

Work product is delivered to you for review, approval and issuance. You remain the point of contact for Underlying Clients and assume responsibility for all deliverables.

5.1 Our Regulatory Position

We confirm that we are not registered under the FSJL or the SBL. We provide administrative support services to Registered TCBs only. We do not provide, and do not hold ourselves out as providing, trust company business, fund services business, or any other financial service business.

5.2 JFSC Powers

We acknowledge that, by virtue of our contract for services with you (a registered person), we fall within the definition of defined person under Article 32 of the FSJL. This subjects us to the JFSC’s powers to require information and documents and to compel attendance to answer questions for the purpose of the JFSC’s functions. We agree to cooperate with any exercise of such powers.

5.3 Your Regulatory Obligations

Nothing in these Terms limits or affects your obligations under the FSJL, the TCB Code, or any other applicable regulatory requirements. You remain fully responsible for:

• 5.3.1 compliance with all anti-money laundering legislation and the AML/CFT/CPF Handbook;
• 5.3.2 maintaining your compliance function and regulatory reporting;
• 5.3.3 the fitness and propriety of persons acting on your behalf;
• 5.3.4 maintaining adequate books, records and systems; and
• 5.3.5 all other obligations of a Registered TCB.

5.4 Prohibited Activities

We shall not:

• 5.4.1 provide services directly to Underlying Clients;
• 5.4.2 accept appointment to any statutory office in any Underlying Client or in your organisation;
• 5.4.3 arrange for any person to act as director, secretary or in any other statutory role;
• 5.4.4 provide a registered office, business address or correspondence address for any Underlying Client;
• 5.4.5 act as trustee, protector, enforcer or in any fiduciary capacity;
• 5.4.6 act as manager, administrator, registrar, custodian or investment manager to any fund;
• 5.4.7 market or advertise trust company services to the public or potential clients of Registered TCBs; or
• 5.4.8 represent ourselves to the JFSC or any other person as a provider of services to Underlying Clients.

6.1 Conflict Checking

Before accepting any new engagement, we check our records to identify potential conflicts of interest with existing or former clients. We monitor for conflicts throughout our engagement.

6.2 When We Cannot Act

We will not act for you if there is a conflict of interest that would prevent us from providing competent and objective support, unless all affected clients agree in writing after full disclosure.

6.3 Other Engagements

Unless there is an actual conflict of interest that would compromise our ability to provide objective support, we may provide services to other Registered TCBs, including those who may be your competitors. You agree not to require us to refuse such engagements.

7.1 Our Confidentiality Obligations

We keep all Confidential Information secret and will not disclose it to anyone without your written permission. This obligation continues indefinitely after our engagement ends.

7.2 Permitted Disclosures

We may disclose Confidential Information only if:

• 7.2.1 required by law, court order or regulatory authority (including the JFSC exercising its powers under Article 32 of the FSJL);
• 7.2.2 necessary to prevent death or serious injury;
• 7.2.3 we require advice from our own professional advisers (who must maintain confidentiality);
• 7.2.4 we use service providers who assist us in delivering Services (subject to appropriate confidentiality obligations);
• 7.2.5 the information is already publicly available (other than through our breach); or
• 7.2.6 you give written permission.

7.3 Your Documents

All documents and materials you provide remain your property. On termination of our engagement, we return or delete them as you request.

7.4 Security

We maintain appropriate security measures to prevent unauthorised access to, or disclosure of, Confidential Information.

8.1 Our Processing of Your Personal Data

We are the data controller in respect of personal data we collect and process about you and your personnel in connection with our client relationship (such as contact details for invoicing and relationship management). Our Privacy Notice, available at www.alfa.je or on request, explains how we process this data.

8.2 Processing in Connection with Your Underlying Clients

When we provide Services, we work within your systems and under your direction. Any personal data we process concerning your Underlying Clients or their affairs is processed as part of your organisation’s operations, not ours. Your privacy notices and data protection policies apply to that processing. We process such data only in accordance with your instructions and subject to your supervision.

8.3 Compliance

We comply with Data Protection Laws in providing Services. If a data processing agreement is required for any aspect of our Services, we will agree appropriate terms with you.

9.1 Fee Calculation

Our fees are calculated as set out in the Engagement Letter, which may provide for:

• 9.1.1 time-based fees at our standard hourly rates;
• 9.1.2 monthly or periodic retainers;
• 9.1.3 fixed fees for specific services; or
• 9.1.4 other arrangements agreed in writing.

9.2 Expenses

You reimburse us for reasonable expenses incurred in providing Services, including travel, accommodation, communication costs and third-party services required for your matter.

9.3 Invoicing and Payment

Unless agreed otherwise:

• 9.3.1 invoices are payable within 14 days;
• 9.3.2 we may request payment in advance;
• 9.3.3 payment should be in British pounds unless otherwise agreed;
• 9.3.4 we apply payments to oldest outstanding invoices first; and
• 9.3.5 payment deadlines are strict.

9.4 Late Payment

If you do not pay on time, we may:

• 9.4.1 charge interest at 2% per month on unpaid amounts;
• 9.4.2 suspend Services until payment is received;
• 9.4.3 terminate our engagement; or
• 9.4.4 use debt collection services (you pay their reasonable costs).

9.5 Taxes

Goods and Services Tax may apply to our fees and will be shown separately on invoices.

10.1 Maximum Liability

Our total liability to you for all claims arising from our Services is limited to the lower of:

• 10.1.1 the total fees paid to us in the 12 months before the claim arose; or
• 10.1.2 £500,000.

This applies to all claims whether in contract, tort or otherwise, unless we specifically agree a higher limit in writing.

10.2 Contribution

Our liability is reduced by:

• 10.2.1 any contributory fault on your part; and
• 10.2.2 amounts you could have recovered from others but for limitations on their liability.

10.3 Excluded Losses

We are not liable for:

• 10.3.1 indirect or consequential losses;
• 10.3.2 lost profits, revenue, business opportunities or expected savings;
• 10.3.3 loss of goodwill or reputation;
• 10.3.4 losses caused by circumstances beyond our reasonable control; or
• 10.3.5 losses arising from your breach of these Terms or failure to supervise our work as required.

10.4 No Liability to Third Parties

We owe no duty to, and accept no liability to, any Underlying Client or other third party. Our Services are provided to you alone. Third parties cannot rely on our work unless we specifically agree in writing.

10.5 Insurance

You shall procure that your professional indemnity insurance covers the Services we provide under these Terms and that we and our personnel are included as insured parties in respect of claims arising from the Services. On request, you shall provide us with evidence of such cover.

10.6 Time Limit for Claims

You must commence proceedings against us within three years of first becoming aware (or when you should reasonably have become aware) of the circumstances giving rise to the claim.

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11.1 Termination on Notice

Either party may terminate our engagement by giving reasonable written notice.

11.2 Immediate Termination by Us

We may terminate immediately without notice if:

• 11.2.1 you fail to pay fees or expenses when due;
• 11.2.2 you fail to provide information, instructions or cooperation we reasonably require;
• 11.2.3 a conflict of interest arises that cannot be resolved;
• 11.2.4 we reasonably believe you are engaged in unlawful activity;
• 11.2.5 trust and confidence between us breaks down; or
• 11.2.6 continuing the engagement would be professionally inappropriate.

11.3 Immediate Termination by You

You may terminate immediately if we:

• 11.3.1 materially breach these Terms;
• 11.3.2 are involved in unlawful activity; or
• 11.3.3 become insolvent.

11.4 Consequences of Termination

On termination:

• 11.4.1 you remain liable for all fees and expenses incurred to termination, plus reasonable costs of orderly cessation;
• 11.4.2 we take reasonable steps to protect your interests during transition;
• 11.4.3 we may retain documents until outstanding amounts are paid;
• 11.4.4 our confidentiality obligations continue; and
• 11.4.5 we have no liability for consequences of termination properly effected under these Terms.

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12.1 Independent Contractor We are independent contractors, not your employees. We are not on your payroll, do not receive employee benefits, and may work for other clients. 12.2 Personnel We decide which of our personnel work on your matters, ensuring appropriate supervision. We try to maintain continuity but may need to make changes, in which case we notify you. 12.3 Communications 4156-7058-3396, v. 1 We communicate by phone, email, and other electronic means. While we have security measures, we cannot guarantee electronic communications are secure and accept no liability for interception or interference. 12.4 Complaints If you are dissatisfied with our Services, please contact Michael Alfano in the first instance. We will work together to resolve any concerns. 12.5 Changes to Terms We may update these Terms from time to time. We notify existing clients of material changes. 12.6 Entire Agreement These Terms and any Engagement Letter constitute the entire agreement between us regarding the Services and supersede any previous agreements or understandings. 12.7 Severability If any provision of these Terms is invalid or unenforceable, the remaining provisions continue in full force. 12.8 Governing Law and Jurisdiction These Terms are governed by Jersey law. The courts of Jersey have exclusive jurisdiction over any disputes arising from or in connection with these Terms.