Terms of Service

Terms of Business

CENTRALIS

The present terms of business shall exclusively apply to and shall govern all contractual relationships pertaining to the provision of Services by Centralis to the Client (the “Terms of Business”). In case of any discrepancy between a provision of these Terms of Business and provisions contained in the Agreement (as defined below), the provisions of the Agreement shall prevail.

1. DEFINITIONS AND INTERPRETATION

• 1.1. In these Terms of Business, including the preamble and the Schedules, capitalised terms have the following meanings:

Affiliate

means any person or entity that from time to time, directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with one of the Parties or any successor thereto, and “Control” means possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of voting securities, by agreement or otherwise);

Agreement

means any written agreement (including its schedules as amended and supplemented from time to time) entered into between Centralis and the Client regarding the performance of Services to be provided by Centralis to the Client;

Authorised Persons

means in respect of any instructions or communications, any person who Centralis believes in good faith to be any person held out by or professing to have authority to act on behalf of the Client, as being authorised by the Client to issue instructions to Centralis in relation to the Client;

Approved Sub-Processors

means those entities set forth under the following link: Sub-Processors | Centralis Group, being parties to whom Centralis has delegated the performance of certain of the Services and in respect of which delegation the Client has provided its consent;

AML Regulations

means the Luxembourg law of 12 November 2004 relating to the fight against money laundering and the financing of terrorism, as amended, and the applicable regulations and circulars issued by the Luxembourg Commission de Surveillance du Secteur Financier; (for Centralis in Luxembourg) means the UK Money Laundering, Terrorist Financing and Transfer of Funds Regulations 2017 (as amended), together with the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006, and all applicable regulatory rules and sector guidance relating to anti-money laundering and counterterrorist financing in the United Kingdom; (for Centralis in the UK) means the Swiss law and regulation relating to the prevention of money laundering and terrorist financing; (for Centralis in Switzerland) means all applicable Irish laws and regulations relating to the prevention of money laundering and terrorist financing, including the Criminal Justice (Money Laundering and Terrorist Financing) Acts 2010 to 2021, as amended; (for Centralis in Ireland) means Act LIII of 2017 on the Prevention and Combating of Money Laundering and Terrorist Financing (as amended) and any other applicable laws or regulations in Hungary relating to the prevention of money laundering and terrorist financing; (for Centralis in Hungary) means the Dutch Anti-Money Laundering and Anti-Terrorist Financing Act (Wet ter voorkoming van witwassen en financieren van terrorisme – Wwft) (as amended) and any other applicable laws or regulations in the Netherlands relating to the prevention of money laundering and terrorist financing; (for

Centralis in the Netherlands)

means Law 10/2010 of 28 April on the prevention of money laundering and terrorist financing, together with its implementing regulations, as amended from time to time; (for Centralis in Spain) means all applicable laws, regulations, rules or guidance as may be in force from time to time in relation to anti-money laundering and counter terrorist financing measures and affecting the Limited Partnership including, without limitation, the Handbook Financial Services Businesses on Countering Financial Crime and Terrorist Financing issued by the Guernsey Financial Services Commission; (for Centralis in Guernsey)

Applicable Laws

means any laws and regulations of any jurisdiction and any decree, circular or other rules of a regulatory authority by which the Parties may be bound in the performance of their duties under the Contract;

Centralis

means the entity providing the Services under the Agreement;

Contract

means the Agreement and these Terms of Business, which together bind the Parties;

Data Protection Legislation

Regulation (EU) 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (the “EU GDPR”); where applicable in the United Kingdom, the EU GDPR as retained and incorporated into United Kingdom law pursuant to section 3 of the European Union (Withdrawal) Act 2018, as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (the “UK GDPR”), together with the Data Protection Act 2018; any national implementing, supplementing or replacement legislation relating to data protection or privacy in any relevant jurisdiction, including any guidance, codes of practice or decisions issued by a competent supervisory authority;

Effective Date

means as such term is defined in the Agreement;

Investor

means the unitholders/shareholders and/or the limited partners of the Client;

Proper Instructions

means written instructions in respect of any of the matters referred to in the Contract signed by Authorised Persons. In instances indicated in advance by the Client and in accordance with Clause 4.7, Centralis may also act pursuant to telephonic instructions given by designated persons and such telephonic instructions shall be deemed to be “Proper Instructions” within the meaning of this definition;

Services

means the services to be provided by Centralis to the Client as contemplated in the Agreement;

UK GDPR

means the retained version of Regulation (EU) 2016/679 as incorporated into United Kingdom law pursuant to section 3 of the European Union (Withdrawal) Act 2018.

• 1.2. In these Terms of Business, a reference to:
• a. a statutory provision includes a reference to the statutory provision as modified or re-enacted or both from time to time whether before or after the Effective Date and any subordinate legislation made or other thing done under the statutory provision whether before or after the Effective Date;
• b. a document is a reference to that document as modified or replaced from time to time;
• c. a person includes a reference to a corporation, a body corporate, association or partnership;
• d. a person includes a reference to that person’s successors and permitted assigns;
• e. a word in a singular number shall include the plural and vice versa;
• f. a word in the masculine gender shall include the feminine;
• g. words importing persons shall include firms and companies and vice versa; and
• h. a clause or schedule, unless the context otherwise requires, is a reference to a clause or schedule of these Terms of Business.

2. REPORTING (applicable to Centralis S.A.)

• 2.1. The Client and any of the Authorised Persons may from time to time instruct Centralis to prepare reports, statements and other information relating to the administration of the Client and to transmit these via email. Centralis agrees to send such reports to the Fund, its management company or any of its Authorised Persons via email provided that the recipients of such reports provide Centralis in writing of the relevant email addresses to which such reports should be sent.
• 2.2. In the absence of gross negligence, fraud or wilful default in the discharge of its duties set forth in Clause 2.1 above, Centralis will not be liable for any direct or indirect loss, damages, claims or expenses suffered by the Client or any of its agents or third parties as a result of the transmission of any report via email.

3. DUTIES OF CENTRALIS

• 3.1. Centralis shall execute its obligations and duties pursuant to these Terms of Business with due care and diligence and carry out its obligations hereunder consistent with a standard as would be expected from an equivalent professional for hire.
• 3.2. Centralis will provide to the Client upon request all documents, reports, assistance, papers and relevant information created in connection with the performance of the Services, by post, or email as the Parties may agree, that are necessary for the compliance of its obligations under Applicable Laws.
• 3.3. Centralis shall escalate and notify significant irregularities, breaches or suspicions of non-compliance to the Client or its Investment Manager, when applicable and as the case may be, to any national competent authority of the Client, where applicable.
• 3.4. Upon termination of the Contract, Centralis shall keep such records as required by law and for the time period required by law unless such records are earlier surrendered to the Client or the Client’s designated agent(s).
• 3.5. Centralis shall maintain a disaster recovery/business continuity plan designed to provide the Client with reasonable access and continued performance of the Services in the event of a disaster or failure of Centralis’ systems. Centralis will ensure such disaster recovery/business continuity plan is updated regularly and will be tested annually.

4. INFORMATION FLOW, CONTROL AND PROPER INSTRUCTIONS

• 4.1. Information Flow In order to enable Centralis to provide the Services, the Client shall:

• deliver or cause to be delivered to Centralis, at the latest on the Effective Date and on an ongoing basis, all documents including constitutive documents, books, papers, registers, minutes of meetings of decision-making bodies, agreements, files, registers and any relevant information which Centralis may request for the provision of the Services;
• take all necessary measures to have any other service provider or any other relevant third party transmit all information, documents and papers as may be reasonably required by Centralis for the provision of the Services; and
• promptly inform Centralis of any major event actually or potentially affecting the due execution of the

Services or the fulfilment of its obligations under the Contract.

• 4.2. Centralis will rely on the information shared by or under the responsibility of the Client.
• 4.3. Control by the Client
• 4.3.1. In the provision of the Services, Centralis shall at all times be subject to the control of and review by the Client and shall in all respects observe and comply with provisions of the Proper Instructions and the Applicable Laws.
• 4.3.2. The Client shall notify any error or non-compliance issue to Centralis as soon as it will have been made aware of it to allow Centralis to treat and solve, in a timely manner, such error or non-compliance issue.
• 4.3.3. The Client shall promptly notify Centralis in writing by email if it becomes aware at any time during this Contract of any requests for amendment or other matters or inaccuracies in relation to any action, or any omission connected to the performance of the Services by Centralis, in order to enable Centralis to take appropriate remedial measures or otherwise agree on a course of action with the Client.
• 4.4. Proper Instructions
• 4.4.1. Where Centralis is required under the Contract to act on Proper Instructions from the Client or any Authorised Person, Centralis shall do so upon receipt of Proper Instructions. Any Proper Instructions given to Centralis shall subject to this Clause 4, be acted upon by Centralis and shall bind the Client.
• 4.4.2. The Client hereby authorises Centralis to act based on Proper Instructions sent via e-mail, provided such Proper Instructions are reasonably believed by Centralis to have been sent by an Authorised Person. The Client acknowledges that Centralis can rely on the authenticity of signatures and Proper Instructions given or purported to be given by e-mail and Centralis is not liable for any claim, damages, expenses, loss or liability resulting from such reliance.
• 4.5. Centralis shall act on Proper Instructions unless it believes, acting reasonably and in good faith, that they are manifestly fraudulent, unlawful or constitute a suspicious transaction for the purposes of the Anti-Money Laundering Regulations or have been given in error. Centralis shall promptly inform the Client if it is not willing to act on any Proper Instructions for any of the reasons provided in this Clause 4.5, provided that Centralis shall be under no obligation to inform the Client in such circumstances where to do so may, at Centralis’ sole discretion, constitute an offence of ’tipping-off’ pursuant to the AML Regulations. In case of conflicting Proper Instructions given by several Authorised Persons, Centralis is entitled to refuse to comply with such Proper Instruction, until it receives clear and non-conflicting Proper Instructions.
• 4.6. If Centralis requests Proper Instructions from the Client and does not receive a response within a reasonable timeframe, it reserves the right to take reasonable actions that it deems necessary in the circumstances. In doing so, Centralis shall not incur any liability to the Client for such actions taken in the absence of timely Proper Instructions.
• 4.7. In certain circumstances indicated in advance by the Client, Centralis may also act pursuant to telephonic instructions given by an Authorised Person of the Client, and such telephonic instructions shall be deemed to be Proper Instructions provided that such instructions are promptly confirmed in writing.
• 4.8. Centralis shall not have to examine whether Proper Instructions are necessary, relevant, advisable, complete and correct and is entitled to assume that the Authorised Persons giving such Proper Instructions have complied with obligations. Centralis is not obliged to review the propriety or legality of any Proper Instructions received by it.
• 4.9. Centralis is entitled to reject any Proper Instructions which would be contrary to Applicable Laws.
• 4.10. The Client shall bear the entire responsibility of damages resulting from an error in communication or comprehension of Proper Instructions as well as those arising from fraud and shall hold Centralis, in the absence of gross negligence, fraud or wilful default of Centralis, harmless against any claim in this respect.

5. REMUNERATION AND EXPENSES

• 5.1. In consideration of the Services to be performed by Centralis, the Client shall pay to Centralis fees as agreed between the Parties and as set out in the Agreement.
• 5.2. In addition to the fees, Centralis will charge as disbursements directly incurred costs and an amount of 6.5 % of the value of the fees, to cover incidental and technology related expenses, e.g. telephone call, stationary, etc., which are not charged directly to the engagement.
• 5.3. The amounts of fees set out in the Agreement shall be adjusted upwards on 1 January each year by the higher of 2.0% or the official local consumer price index. This index will be applied automatically and without prior notification.
• 5.4. The compliance fees will be charged on the Effective Date and annually on 1 January each year.
• 5.5. Fees shall be invoiced in advance. Invoices issued by Centralis shall be payable within 15 calendar days after the invoice date. If no written objection is made within such period, the Client is deemed to have accepted the invoice. A late payment interest will accrue automatically over the amounts due under the invoice the day following the deadline for payment, without issuance of any reminder, at a rate of 5% per annum.
• 5.6. All amounts due to Centralis under this Contract will be paid without set off or counterclaim and free of, and without deduction or withholding for or on account of, any taxes, levies, duties, fees or other charges of whatever nature, except those required by Applicable Laws.
• 5.7. Centralis shall be entitled to receive from the Client on demand reimbursement for its cash disbursements hereunder, which shall be limited to reasonable out-of-pocket expenses.
• 5.8. The fees shall be re-negotiated in the event that the volume of activities of the Client changes materially from that contemplated by the Parties during the course of the Contract.

6. REPRESENTATIONS AND WARRANTIES

• 6.1. Representations of the Client The Client represents and warrants and covenants, without prejudice to any of its specific obligations under the Applicable Laws and the Contract, that:
• a. it is duly incorporated and existing under the laws of its country of incorporation with full power and authority for it to carry on its business as it is now being conducted, and execute, sign, deliver and perform its obligations under the Contract and Applicable Laws, and the

Contract constitutes the legal, valid and binding obligations of it;

• b. the signing and delivery of the Contract does not contravene or constitute a default under, or causes to be exceeded any limitation on it or the powers of its directors or other management body, as applicable imposed by or contained in, (i) any law by which it or any of its assets is bound or affected, (ii) its constitutive documents or (iii) any agreement to which it is a party or by which it or any of its assets is bound;
• c. the entering into the Contract and the performance of the Services are permitted by its incorporation documentation;
• d. it has disclosed any transfer of information by Centralis, to the Investors and any future investors through appropriate means, where applicable; and
• e. it shall maintain in force all licences, approvals, authorisations and consents which may be necessary in connection with the performance of its obligations hereunder; and
• f. it shall comply with all Applicable Laws including those related to modern slavery.
• 6.2. Representations of Centralis

Centralis represents and warrants and covenants, without prejudice to any of its specific obligations under Applicable Laws and under the Contract, that:

• a. it is duly formed and existing under the laws of its jurisdiction of incorporation, with full power and authority for it to carry on its business as it is now being conducted, and execute, sign, deliver and perform its obligations under the Contract and Applicable Laws, and the

Contract constitutes the legal, valid and binding obligations of it;

• b. the signing and delivery of the Contract do not contravene or constitute a default under, or causes to be exceeded any limitation on it or the powers of its board of directors imposed by or contained in, (i) any law by which it or any of its assets is bound or affected, (ii) its constitutive documents or (iii) any agreement to which it is a party or by which it or any of its assets is bound; and
• c. it shall maintain in force all licences, approvals, authorisations and consents which may be necessary in connection with the performance of its obligations and duties hereunder.

7. RIGHTS OF THE PARTIES

• 7.1. To receive advice If Centralis is at any time in doubt as to any action to be or not to be taken by it, it may, with the prior written consent of the Client or its Authorised Persons, engage and obtain advice from an auditor, certified accountants, legal advisor or any other independent expert at the reasonable expense of the Client and may, but shall not be required to, act thereon.
• 7.2. To take legal actions

Centralis shall not be required to take any legal action by the Client on its behalf or otherwise however Centralis shall provide reasonable assistance to the Client in relation to any dispute, claim or litigation brought by or against the Client. The Client agrees to reimburse Centralis on a time spent basis for any reasonable and documented costs or expenses incurred by Centralis in providing such assistance to the Client.

• 7.3. To use data processing records Centralis is authorised to maintain all accounts, registers, corporate books and other documents on computer records provided that such information is securely maintained such that it may only be accessed by Centralis, the

Client or by such other persons as agreed from time to time in writing between the Parties (at the exclusion of nominal information on investors). Notwithstanding any more stringent obligations on Centralis under Luxembourg professional secrecy rules, either before or after the termination of this Contract, Centralis shall not be authorised to disclose to any person not authorised by the Client to receive the same information relating to the Client, or to the affairs of such party of which Centralis shall have become in its possession during the period of this Contract, unless compelled to do so by law or by any court of competent jurisdiction, in which case Centralis shall promptly notify the Client provided always that Centralis will not be bound to inform the Client of any disclosure where such imparting of information by Centralis would amount to tipping off under the Applicable Laws. This provision of the second paragraph of this Clause 7.3 shall survive the termination of this Contract.

• 7.4. Third Party Rights This Agreement does not confer any rights on any person or party (other than the Parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.(for Centralis in the United Kingdom)

8. LIABILITY OF CENTRALIS

• 8.1. In performing its duties hereunder, Centralis and its officers, directors, employees and duly appointed agents shall not be liable for any actions, losses, costs, claims, damages, expenses or legal fees incurred by the Client, except to the extent these are the direct consequences of Centralis' fraud, wilful misconduct or gross negligence.
• 8.2. Subject to clause 8.1, Centralis’ total aggregate liability arising in connection with the performance or contemplated performance of the Services shall be limited to the higher of three times annual fees or €50,000.
• 8.3. The Client shall indemnify and hold harmless Centralis and its officers, directors, employees and duly appointed agents, against any and all costs, losses, fines, liabilities, claims and expenses resulting directly or indirectly from the performance by Centralis of its obligations and duties under this Contract and/or by the fact that Centralis has acted in accordance with Proper Instructions pursuant to this Contract, except if such costs, damages, liabilities, claims and expenses arise from fraud, gross negligence or wilful misconduct of Centralis.
• 8.4. Centralis acting in good faith shall not be liable for any loss caused by a delay in performing or a failure to perform some or all of its obligations under this Contract, if such a delay or failure results from (i) the negligence or the act of the Client or any third party to this Contract, or (ii) events or circumstances beyond its reasonable control, for instance events of force majeure as defined under Applicable Laws, in each case provided that Centralis has notified the other Party of such circumstances in writing.

9. CONFIDENTIALITY

• 9.1. The Parties shall not, either before or after the termination of this Contract, disclose to any person any confidential information concerning the affairs of the other which may have come to their attention as a result of fulfilling their duties and obligations under this Contract and shall use their best endeavours and take all appropriate and reasonable protection measures to prevent any disclosure as aforesaid. However, such disclosure shall be permitted:
• (a) with the written authorisation of the relevant Party; or
• (b) if deemed necessary to:
• (i) comply with any local law, regulation, court order or similar process, market requirement, insolvency or resolution procedures, or Centralis’ auditors; and/or
• (ii) properly perform or discharge its duties under this Contract.
• 9.2. Notwithstanding the above and subject to Clause 10 below, the Client expressly acknowledges and accepts that:
• (a) Centralis outsources certain tasks, including but not limited to, operational, administrative and control functions, reporting, risk management, legal and regulatory compliance, client/investor services, tasks relating to group management, control functions and support functions, business continuity, product development, IT and other technical support to the Approved Sub-Processors;
• (b) Centralis and its Affiliates may be able to offer to the Client other services either ancillary or in addition to the Services; or assist one another with operation functions, activities or services in the provision of the Services to the Client.
• (c) The type of information that may be transmitted as described above, in (a) and (b), may include:
• (i) in case of a natural person: first name, surname, domicile, address, nationality, date and place of birth, profession; and in case of a legal person: corporate name, address of registered office, registration number, corporate registry, date and place of incorporation, nationality, legal form, shareholder structure;
• (ii) tax domicile and other tax related documents and information, including FATCA/CRS status; and
• (iii) transactions, assets and orders and communications relating thereto; together, the “Information”.
• (d) Centralis may share the Information relating to the Client, its Investors, where applicable, beneficial owners and representatives with the Approved Sub-Processors during the entire duration of this

Contract and for a period of three years thereafter in the context of outsourcing agreements, in order to carry out the provision of the Services in the context of outsourcing arrangements.

• 9.3. The Client, when it has entered into an Agreement with Centralis S.A, confirms, represents and warrants that:
• (i) it has informed its Investors of the above-mentioned transfers of their Information;
• (ii) it will inform any future investors of the transfer of their Information; and
• (iii) it has and will continue to disclose in its offering document and application form, combined if appropriate with a reference to a website, the necessary information regarding the transfer of Information.

10. DATA PROTECTION

• 10.1. For the purposes of this Contract the terms Data Controller, Data Processor, Data Breach, Data Subject and Personal Data shall have the meanings as defined in the Data Protection Legislation (including where applicable, the UK GDPR).
• 10.2. To the extent that Centralis processes any Personal Data on the Client’s behalf, as further described in

Schedule 1 (Data Processing) while performing the Services, the Parties agree that Centralis shall do so as a Data Processor and that the Client acts as Data Controller and in any such case Centralis shall:

• 10.2.1. only carry out processing of any such Personal Data on the Client’s documented instructions from time to time;
• 10.2.2. notify the Client (as the case may be) of its inability to process the Personal Data, due to a legal requirement under the Data Protection Legislation or for reasons set out in this Contract;
• 10.2.3. not engage a sub-processor without the prior specific or general written authorisation of the Client. The Client authorises Centralis to appoint (1) the Approved Sub-Processors and (2) such sub-processors as Centralis reasonably considers appropriate, provided that (i) Centralis notifies the Client of such appointment, and (ii) the Client may on reasonable grounds, object to such appointment by notifying Centralis in writing within 21 days of notice. Centralis shall enter into a written agreement with each sub-processor containing obligations which are equivalent to those set out in 10.2 of this Contract and which agreement complies with the requirements of Article 28(4) of the General Data Protection Regulation;
• 10.2.4. take and/or implement all appropriate technical and organisational measures against unauthorised or unlawful processing of such Personal Data, and against accidental loss, alteration or destruction of, or damage to, such Personal Data, and ensure the security of such data at all times. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as risk of varying likelihood and severity for the rights and freedoms of natural persons, Centralis shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk;
• 10.2.5. notify the Client without undue delay of any Data Breach affecting any Personal Data. In this regard, Centralis shall provide the Client with all appropriate information relating to the Data Breach;
• 10.2.6. not modify, amend or alter the contents of such Personal Data other than as strictly necessary for the purposes of performing the Services;
• 10.2.7. not disclose or permit the disclosure of any such Personal Data unless authorised by the Client. This obligation shall not apply where disclosure is required by law or regulation. In such circumstances Centralis shall provide prior notification to the Client of such disclosure, unless such notification is itself precluded by law;
• 10.2.8. only use and process such Personal Data in accordance with the terms of this Contract and in compliance with the provisions of the Data Protection Legislation, and only then to the extent absolutely necessary for and in connection with the performance of the Services;
• 10.2.9. not transfer such Personal Data to countries outside the European Economic Area which do not ensure an adequate level of protection for Personal Data unless Centralis is required to do so, in which case, it will ensure that such transfer will comply with Articles 44 to 49 of the GDPR;
• 10.2.10. on termination of this Contract or any earlier termination of its right or obligation to process Personal Data on the Client’s behalf, unless otherwise directed by the Client in respect of such Personal Data, Centralis shall either destroy, transfer or archive the Personal Data and all copies thereof, archiving being subject to a specific agreement being signed between Centralis and the Client.
• 10.3. The above paragraph shall be without prejudice to Centralis’ rights when Centralis is the Data Controller in relation to the Personal Data for its own purposes.
• 10.4. If Centralis receives any complaint, notice or communication which relates directly or indirectly to the processing of Personal Data or to compliance by Centralis or the Client with the Data Protection Legislation (including requests from Data Subjects for the exercising of their statutory rights), Centralis shall promptly notify the Client and shall provide the Client with full co-operation and assistance in relation to any such complaint, notice or communication.
• 10.5. Centralis shall provide all reasonable assistance to the Client, having regard to the nature of processing and the information available to Centralis in order to assist the Client to comply with the Client’s obligations under the Data Protection Legislation (including the notification of a Data Breach to the

Supervisory Authority and to the Data Subject(s) affected, and the preparation of data protection impact assessments, where appropriate).

• 10.6. Centralis shall keep and provide to the Client on request a record of the Centralis’ use of the Personal Data and processing activities and shall make available to the Client all information necessary (and allow for and contribute to audits or inspections) to demonstrate compliance with Centralis’ data processing obligations set out in this Contract. The Client shall be responsible for any costs, negotiated and agreed upon in good faith by the Client and Centralis, arising from Centralis’ contribution to any such audits or inspections, which shall be limited to one per year unless otherwise required by a Supervisory Authority.
• 10.7. Centralis will not be liable for any claim brought by a Data Subject arising from any action or omission by Centralis to the extent that such action or omission resulted from Centralis’ fulfilment of the Client’s Proper Instructions.
• 10.8. The Client hereby warrants and undertakes that the Client has obtained all necessary permissions for Centralis to process the Personal Data and that the Client is entitled to transfer the Personal Data to Centralis for the purposes of Centralis performing the Services in accordance with this Contract. The

Client further warrants and undertakes that the Client has fully complied with the Client’s obligations under the Data Protection Legislation regarding Centralis’ processing of the Personal Data.

• 10.9. Nothing in this Contract shall bind Centralis, or create any obligation to the Client by Centralis, in respect of Centralis’ rights as a Data Controller for its own purposes in relation to any Personal Data collected and processed by Centralis independently for compliance with its own obligations under Applicable Laws.

11. PREVENTION OF MONEY LAUNDERING AND FINANCING OF TERRORIST ACTIVITIES

• 11.1. The Parties acknowledge that Centralis will implement for its own benefit the measures it deems necessary or appropriate in the context of prevention of money laundering and terrorism financing activities, in accordance with the applicable laws and regulations regarding prevention of money laundering and terrorism financing activities.
• 11.2. The Client acknowledges and agrees that Centralis might be obliged to cooperate with, and respond to, any legal request emanating from the government authorities in charge of the enforcement of the anti- money laundering and terrorism laws. Centralis is also obliged to cooperate with the relevant authorities in charge of the fight against money laundering and terrorism in providing these authorities, upon their request, with all necessary information in application of the procedures requested under the relevant legislation as well as in informing, on its own initiative, the public prosecutors of any act potentially constituting money laundering or terrorism financing and the Client acknowledges and agrees that

Centralis shall not inform the Client in such circumstances.

• 11.3. The Client acknowledges and agrees that Centralis shall identify the members of the Client’s management bodies, its general partner and ultimate economic beneficiaries in accordance with the

Applicable Laws on the fight against money laundering and terrorist financing. The Client acknowledges and agrees that Centralis shall keep documentation supporting the identification of the above parties for a period of not less than five (5) years after the end of their relationship with the Client. The Client shall be responsible for the filing of the ultimate economic beneficiaries with the register of beneficial owners (RBE) in accordance with applicable laws and regulations.

• 11.4. The Client shall make available to Centralis all information and relevant documents required to enable Centralis to comply with its obligations under the AML Regulations and to promptly inform Centralis of any change in the ownership of the Client, of its authorised representative(s), to its direct shareholding structure or the identity of its ultimate beneficial owner(s).

12. DURATION AND TERMINATION

• 12.1. These Terms of Business shall be effective on the date of the beginning of the business relationship between the Parties, or at the latest, on the Effective Date.
• 12.2. Each Party may terminate this Contract without cause by giving to the other Party hereto a notice in writing specifying the date of such termination which shall not be less than 180 (ninety) calendar days after the date of giving such notice.
• 12.3. Any Party may terminate this Contract with immediate effect and without prior notice in case the other Party:

Client or Centralis, as the case may be, requiring such other Party to remedy the breach, to the extent capable of remedy.

• 12.4. Without prejudice to Clause 12.3, Centralis may terminate the Contract with immediate effect and without prior notice in case:

• 12.5. Upon termination of the Contract, the Client shall pay to Centralis:
• (i) all fees, costs and other expenses and disbursements accrued or incurred up to the date of such termination in accordance with this Contract;
• (ii) all reasonable costs and expenses, on an hourly rate basis, incurred or suffered by Centralis in connection with the termination of the Contract and the subsequent delivery and transfer of information and material to the Client (or to any third party as directed by the Client).
• 12.6. The Client shall only be released from its obligations towards Centralis after settlement of all accounts with the latter and after that full discharge will have been granted to Centralis and its employees for the performance of the Services hereunder.
• 12.7. Upon termination of the Contract, Centralis shall:
• (i) use its best efforts and take such reasonable steps as may be necessary or advisable to facilitate an orderly and complete handover of the Services to the Client or another successor administrative agent designated by the Client;
• (ii) return to the Client (or to any third party as directed by the Client), in the same form as received or transmitted during the performance of the Services, all documents belonging to the Client, including documentation, records, books, manuals and other information and material which Centralis holds in respect of the Client. Centralis shall however be entitled to keep an electronic copy of these documents and of all correspondences for such period of time as permitted under Applicable Laws. All other documents, electronic data, databases or other material related to the

Client and drawn up by Centralis, including all records from Centralis’ systems with accounting data, shall remain the exclusive property thereof in accordance with the relevant intellectual property laws.

• 12.8. If at the time of termination, the Client or the directed third party fail to take receipt of the documents returned by Centralis, Centralis shall be entitled to lodge the same, at the Client’s expenses, with a depository and shall be discharged of any liability as to the retention of these documents.
• 12.9. Clauses 5 (Remuneration and Expenses), 8 (Liability of Centralis), 9 (Confidentiality), 12 (Duration and Termination), 13.3 (Non-solicitation) and 13.7 (Governing Law and Jurisdiction) shall continue in force after termination of this Contract for a period of ten (10) years or for any other period as provided in the relevant Clause of this Contract.
• 12.10. In the event that this Contract is terminated and the Client has not appointed, or does not maintain, a valid registered office, registered seat or equivalent legal address as required under Applicable Laws, Centralis shall be entitled, and where required shall take reasonable steps, to notify the competent Client register, court, chamber of commerce or other relevant authority of the cessation of the registered office, registered seat or domiciliation services provided under this Contract.

13. MISCELLANEOUS

• 13.1. Notices All notices, invoices or other document required to be delivered or served upon either Party under this Contract shall be in writing and shall be deemed to be duly delivered or served when delivered by hand, sent by registered mail or sent by e-mail. All written notices shall be deemed effective as follows:

• 13.2. Non- exclusivity Centralis and its shareholders, directors, employees and officers may engage simultaneously with their activities on behalf of the Client in other businesses and may render services similar to those described in this Contract for

other individuals, companies, trusts, or other organisations or persons and shall not solely by reason of engaging in such other businesses or rendering such services for others be deemed to be acting in conflict with the interests of the Client.

• 13.3. Non-solicitation The Client undertakes not to solicit any employee of Centralis without Centralis’ prior written consent during the duration of the Contract. Should the Client or any of its related entities employ as a result of solicitation or propose, either directly or indirectly, any employee of Centralis without its prior written consent, during the term of this Contract, the Client shall pay to Centralis an indemnity in the amount of six months gross salary (including benefits) of such employee.
• 13.4. Severability This Contract constitutes the entire understanding and agreement of the Parties hereto. If any provision shall be determined to be void or unenforceable in whole or in part for any reason whatsoever, such unenforceability or invalidity shall not affect the enforceability or validity of the remaining provisions or parts contained in the

Contract and such void or enforceable provisions shall be deemed to be severable from any other provisions or parts.

• 13.5. Delegation

Centralis may delegate any of its duties, obligations and responsibilities under this Contract to its employees, agents or subcontractors, including to the Approved Sub-Processors, provided that Centralis remains responsible for the performance of its duties, obligations and responsibilities under this Contract notwithstanding any such delegation.

• 13.6. Entire Contract This Contract constitutes the entire agreement of the Parties with respect to the subject matter hereof and may not be changed or modified except by written agreement executed by all Parties. This Contract supersedes as of the Effective Date all previous agreements and understandings between the Parties with respect to the subject matter hereto.
• 13.7. Governing law and jurisdiction The Contract is governed and construed in accordance with the law of the country in which Centralis is incorporated or otherwise established, without regard to the conflict of law provisions of such law.

SCHEDULE 1 – DATA PROCESSING

Type of Data to be Processed

• Name and contact information such as home or business address, email address and telephone number;
• Biographical information which may confirm identities including date of birth, tax identification number and passport number or national identity card details, country of domicile and/or nationality;
• Information relating to financial situation such as income, expenditure, assets and liabilities, sources of wealth, as well as bank account details;
• Information about knowledge and experience in the investment field;
• An understanding of goals and objectives in procuring services;
• Information about employment, education, family or personal circumstances, and interests, where relevant; and
• Information to assess whether one may represent a politically exposed person or money laundering risk.

Categories of Data Subject whose Data will be Processed

• Investors/limited partners/shareholders;
• Sale/purchase counterparty;
• Client/Fund, investment managers/advisers, funds and their general partners;
• Any third parties involved in the set-up and life of the Client/Funds.

Nature and Purpose of Processing

• Marketing;
• Compliance;
• Audit;
• Invoicing;
• Regulatory, legal and tax requirements.

Duration of Processing

Processing shall be performed during the entire duration of this Contract.