Terms and Conditions for Corporate Services – International Business Companies

1. Instruction

  1. By accepting these Terms, whether by electronic execution, affirmative action, or any other legally recognized method of acceptance the Client hereby instructs and requests the relevant Catalyst Provider, as determined in accordance with the jurisdiction-specific Exhibit, to provide the Services described in consideration of the fees in the Fee Schedule upon the Provider’s acceptance of the Application.
  2. By accepting these Terms, the Client acknowledges and agrees that this instruction is irrevocable and made in reliance on the Provider’s discretion to accept or decline the engagement following its review of the Client’s onboarding documentation. The Services shall only be performed once such acceptance is confirmed in writing by the Provider, and in accordance with these Terms and the Fee Schedule applicable to the Client.

2. Application of Terms

  1. By signing the Application, accepting the Application, or by using and/or receiving the Provider’s services, the Client agrees to be bound by these Terms.
  2. Notwithstanding the Client’s acceptance of these Terms, the engagement shall only become effective upon written confirmation of acceptance by the Provider, following receipt and satisfactory review of the Client’s onboarding documentation, including all required KYC and AML materials. The Provider shall be under no obligation to proceed with the Services until such review is completed to its satisfaction. The Provider reserves the right, in its sole and unfettered discretion, to decline the engagement without liability, in which case any fees paid in advance shall be reimbursed to the Client, less any administrative charges reasonably incurred.
  3. For the purposes of these Terms, the Catalyst entity identified in the Exhibit corresponding to the Client’s selected Applicable Jurisdiction shall be deemed to be the “Provider” and shall provide the Services under these Terms. Each such entity is independently responsible for the Services it performs within its jurisdiction and in accordance with the Applicable Laws defined in the relevant Exhibit hereto.
  4. These Terms apply to all corporate services provided by the relevant Catalyst entity (the “Provider”) to its clients (each, a “Client”). The identity of the Provider shall be determined with reference to the Catalyst entity specified in the Exhibit corresponding to the Client’s selected Applicable Jurisdiction. By signing or accepting the Application and engaging the relevant Provider’s services, the Client agrees to be bound by these Terms. Collectively, these Terms and any associated Fee Schedule form the basis of the engagement between the Client and the Provider.
  5. The Provider and Client are each referred to as a “Party” and collectively as the “Parties”. Upon acceptance of the Client’s agreement to these Terms and completion of Catalyst’s onboarding review, the relevant Catalyst entity designated as the Provider shall issue a written confirmation of engagement and return to the Client a countersigned copy of these Terms. Such confirmation shall correspond to the jurisdiction specific Exhibit and include the Provider details and contact information as cited by the Client in the Application or onboarding documentation. The countersigned Terms shall serve as formal confirmation of the contractual relationship between the Client and the relevant Provider
  6. Nothing in these Terms shall be construed as creating any partnership, joint venture, fiduciary duty, employment relationship, or agency relationship between the Provider and the Client. Each party is acting as an independent contractor, and neither party shall have authority to bind the other or incur any obligation on behalf of the other unless expressly agreed in writing.
  7. These Terms, including any applicable schedules and exhibits or other terms and conditions incorporated by reference, are incorporated into each service arrangement and the Fee Schedule shall be deemed incorporated in the Application and accepted by the Client by signing or accepting the Application.
  8. The Terms are accompanied by jurisdiction-specific Exhibits, each of which sets out a glossary of defined terms, applicable laws, and regulatory references relevant to a particular jurisdiction within which the Provider shall provide the Services (the “Applicable Jurisdiction”).
  9. Capitalized terms not otherwise defined in these Terms shall have the meanings ascribed to them in the applicable Exhibits and “Applicable Laws” are defined by reference to the prevailing statutory and regulatory frameworks in the relevant jurisdiction and shall include capitalized terms and definitions specific to such frameworks, as set out in the applicable Exhibit.
  10. The Services provided by the Provider shall include the preparation and delivery of specific work product, reports, analyses, or other outputs that are reasonably necessary or incidental to the performance of the Services, as described in the applicable Fee Schedule. Such deliverables are provided in consideration of, and limited to, the scope and fees set out in the Fee Schedule, with any out-of-scope deliverables subject to separate agreement as set out above.

3. Services and Scope

  1. Each Client shall elect the specific services to be provided by the Provider by executing, and submitting its acceptance of the relevant Fee Schedule.

  2. Fees for Services will be charged in accordance with the published Fee Schedule of the Provider, as amended from time to time, and shall remain in force or varied by a special fee agreement between the Provider and the Client on a case-by-case basis.

  3. By executing or accepting the Application electronically, including by way of clicking “accept,” signing via electronic signature software, or submitting an online form, the Client acknowledges and agrees that such electronic signature or acceptance shall constitute a valid, binding, and enforceable agreement between the Client and the Provider, with the same legal effect as a handwritten signature.

  4. The Provider is under no obligation to provide services beyond those set out in the Application. Provider shall be at liberty to provide services of a like nature to any other client, person or persons it may think fit whether for its own account or that of any other person.

  5. The Provider and the Client may agree to separate terms for any services requested by the Client that fall outside the scope of the standard Fee Schedule. Any such additional services shall be subject to a separate agreement or electronic confirmation, including by way of email or electronic acceptance, and may include bespoke pricing or service terms, as mutually agreed between the Parties.

  6. The Client remains ultimately responsible for its own financial statements, even where the Provider prepares such statements pursuant to the Application. This includes ensuring that such financial statements comply with applicable accounting standards, laws, and regulatory requirements in the relevant jurisdiction.

  7. The Client is solely responsible for meeting any statutory obligations relating to the approval, filing, audit, and public disclosure of its financial statements, and the Provider shall have no liability in respect of any failure by the Client to meet such obligations.

  8. The Client must designate a qualified individual at management level to oversee the Services and assume full responsibility for decisions made based on deliverables or outputs prepared by the Provider.

4. Eligibility, Authority & Legal Compliance

  1. The Client warrants that it has full legal capacity to accept the terms of the Application under these Terms and to bind any entity it represents, and to perform its obligations under these Terms.

  2. Where the Client acts on behalf of a legal entity, it further warrants that it is duly authorised to do so and has obtained all necessary internal and external approvals, including those required by any applicable corporate governance processes.

  3. The Client also represents and warrants that it has properly identified and disclosed to the Provider the natural persons who ultimately own or control the entity (the “Beneficial Owners”), and that such Beneficial Owners are not subject to any legal or regulatory restrictions that would prohibit or impair the performance of these Terms.

  4. The Client shall remain solely responsible for ensuring compliance with all applicable laws and regulatory requirements in its jurisdiction, and in any jurisdiction of any entity it represents, in relation to anti-money laundering (AML), counter-terrorist financing (CTF), and know-your-customer (KYC) obligations.

  5. The Client shall provide the Provider with such information, documents, and access as the Provider may reasonably require to provide to enable the Client to comply with its own legal, regulatory, and compliance obligations, including but not limited to AML, CTF, and tax reporting requirements as set out in these Terms.

  6. The Provider may decline to act or may suspend or terminate any services if it reasonably suspects, or determines in its sole discretion, that continuing to provide such services or following the Client’s instructions would result in a breach of Applicable Laws, regulations, or sanctions obligations in any relevant jurisdiction.

  7. The Client shall promptly notify the Provider in writing of any change in its legal status, ownership structure, authorized representatives, regulatory status, tax residency status, or principal activities (including the activities of any underlying entities) that may impact the performance of this Agreement, the provision of Services, or the Client’s compliance with reporting obligations under applicable tax transparency regimes, including FATCA, CRS, or Economic Substance legislation.

  8. Client warrants that the information and documentation it provides to the Provider is accurate, complete, and up to date, and acknowledges that the Provider shall be entitled to rely upon such information in the performance of the Services.

  9. The Provider shall not be liable for any delay, failure, or inability to provide the Services arising from the Client’s non-compliance with this clause 3 or from the Provider’s reasonable efforts to comply with Applicable Laws, regulations, or requests from competent authorities.

5. Know Your Customer (KYC) and Anti-money laundering (AML) Obligations

  1. The Client shall, both on or before the commencement date and on an ongoing basis, provide to the Provider all documentation, information, records, and explanations reasonably requested to satisfy applicable Know You Client (KYC), AML and CTF, and sanctions compliance obligations under relevant laws, including the AML Regulations (Revised) of the Applicable Jurisdiction ("AMLRs").

  2. The Provider may request, without limitation and at its discretion from the Client or its current provider:

    1. Incorporation documents (e.g., certificate of incorporation, Articles, registers of directors and members, certificate of good standing);

    2. Identity verification and references for Directors, Members holding ≥10%, Beneficial Owners (as defined in the AMLRs), Authorised Persons, or controllers;

    3. Source of funds and/or wealth, and business activities explanation (including organizational charts or representation letters);

    4. Meeting minutes, resolutions, share transfers, appointment and resignation letters, security documents, and powers of attorney;

    5. Beneficial ownership filings and other statutory registers;

    6. Offering materials and transaction documentation related to any entity managed or controlled by the Client.

  3. KYC information may be provided in electronic form, subject to the Provider’s right to request certified hard copies. Where documents are not in English, a certified translation may be required. Certifications must be issued by independent professionals (e.g., lawyers, accountants, regulated financial institutions). Self-certification is not accepted.

  4. The Client represents that all information provided is true, complete, and up to date. The Client must notify the Provider of any changes or updates to KYC information within 15 days of the change and provide supporting documentation as requested.

  5. The Client shall maintain, and provide access to, complete and accurate financial records sufficient to explain transactions, assets, and liabilities and to support the timely preparation of financial statements in accordance with applicable standards. These records, including source documents (e.g., invoices, bank statements, agreements), must be retained for at least five (5) years from the date of the relevant transaction or termination of the business relationship.

  6. If statutory registers (e.g., Register of Members or Directors) are maintained at a location other than the Provider’s offices, the Client must inform the Provider in writing within 14 days of any change. Where transitioning from another service provider, all original registers and statutory files must be delivered promptly to the Provider.

  7. The Provider may decline or suspend Services if the Client fails to provide satisfactory KYC information or becomes subject to international sanctions. KYC information may be shared within the Provider Group unless the Client opts out in writing.

  8. Following receipt and review of the Client's KYC documentation and other onboarding information, the Provider reserves the right, in its sole and unfettered discretion, to decline to proceed with the engagement. In such circumstances, the Provider shall reimburse any fees paid in advance, less reasonable administrative charges to cover costs incurred during the preliminary review and onboarding process. Any such reimbursement shall not affect the Provider’s rights under these Terms.

  9. The Provider may, in its sole and unfettered discretion, refuse to perform any obligation under these Terms if it determines that such performance would result in a breach of any applicable law, regulation, or sanctions restriction in any relevant jurisdiction, or would otherwise constitute a criminal or regulatory offence. The Provider shall promptly notify the Client of any such refusal and the basis for its determination, to the extent permitted by Applicable Law.

6. No Advisory Services & Reliance

  1. The Client acknowledges that the Provider does not provide legal, tax, investment, or financial advice.
  2. Client confirms that it has obtained independent legal, tax, and financial advice in relation to the structuring, use, and legal consequences of the Services provided under the Application and acknowledges that the Provider has not provided, and is not responsible for providing, such advice.
  3. The Client acknowledges and agrees that the Provider's ability to perform the Services is dependent upon the timely receipt of accurate, complete, and truthful information and instructions from the Client, its directors, officers, employees, agents, or any authorized representatives.
  4. The Provider shall not be responsible for any errors, delays, or deficiencies in the Services to the extent that such errors, delays, or deficiencies are attributable to incomplete, inaccurate, misleading, or false information or instructions received from the Client or on its behalf.
  5. To the fullest extent permitted by Applicable Law, the Client agrees to release, indemnify, and hold harmless the Provider, its affiliates, officers, employees, agents, subcontractors, and delegates (collectively, the “Provider Group”) from and against any and all losses, liabilities, damages, costs, or expenses (including legal fees) incurred or suffered by the Provider Group in connection with or arising from the Provider’s reliance on such information or instructions provided by or on behalf of the Client, including but not limited to any loss caused by the negligence, misrepresentation, omission, willful misconduct, or fraud of the Client or its representatives.

7. Instructions & Representation

  1. The Provider may rely on instructions received from authorized persons of the Client via any agreed communication method including “CORE”.

  2. The Provider shall have no duty to inquire into the authenticity, validity, accuracy, completeness, or authority of any instruction, document, or communication (including, without limitation, any resolution, certificate, consent, opinion, or report) received in good faith from a person reasonably believed to be duly authorized by the Client.

  3. The Provider shall not be liable for acting upon any such instruction or document that it believes in good faith to be genuine.

  4. The Provider may also, in its absolute discretion and without liability, decline to act upon any Instruction that is unclear, ambiguous, incomplete, inconsistent with other Instructions, or otherwise appears to have been inaccurately transmitted, provided that the Provider shall notify the Client as soon as reasonably practicable of any such decision and the reasons therefor.

  5. If the Provider is at any time in doubt as to any action it should take or refrain from taking, it may (but shall not be obliged to), with the prior written consent of the Client, obtain written directions or legal advice at the reasonable expense of the Client, and the Provider shall not be liable for any act or omission in accordance with such directions or advice. The Provider shall inform the Client in advance in writing where it requires such advice.

  6. The Client acknowledges that it remains responsible for the accuracy and completeness of all information provided to the Provider and that the Services are not designed to, and shall not, detect or prevent fraud, error, or illegal acts, although such matters may come to the Provider’s attention incidentally.

8. Client Representations, Warranties & Confirmations

  1. The Client warrants that:

    1. All funds received, held, or transmitted through or in connection with the Services are derived from lawful sources, and do not originate from shell banks or from accounts or jurisdictions designated by the Financial Action Task Force (FATF) as high-risk or subject to a call for action; and

    2. No funds are directly or indirectly connected to, or derived from, any unlawful activity, including but not limited to money laundering, terrorist financing, corruption, bribery, fraud, or sanctions violations.

    3. The Client shall, upon request by the Provider, provide supporting documentation or other evidence reasonably required to substantiate the warranties provided under this clause.

  2. The Client confirms that the Provider shall be entitled to recover from the Client all expenses and disbursements (including, but not limited to, filing and registration fees paid to the registrar, and properly incurred in the performance of its Services under these Terms.

  3. The Client represents and warrants that all KYC Information provided under these Terms is true, correct and complete as at the Commencement Date. The Client undertakes to notify Provider promptly (and in any event within 30 days) of any change in circumstances which causes any KYC Information to be inaccurate, incomplete or not current (including expired identification documents) and shall provide Provider with updated information and/or documentation as applicable or as requested.

  4. Notwithstanding the foregoing, the Client shall provide any such updated KYC Information, documentation, or confirmation within a shorter timeframe reasonably specified by the Provider where such request is made in response to a regulatory enquiry, audit, or other notice from a competent authority.

  5. The Client further represents and warrants, for the benefit of Provider for themselves and on trust and as agents for the benefit of any other relevant members of the Provider Group, that:

    1. all capitalization monies and other funds passing through the Client do not originate from, nor will they be routed through, an account maintained in a shell bank and/or a bank organised or chartered under the laws of a country or territory that is designated by the Financial Action Task Force as a "High Risk Jurisdiction subject to a Call for Action"; and

    2. such monies are from legitimate sources and are not directly, or to the Client's knowledge indirectly, derived from activities that may contravene applicable laws and regulations, including laws and regulations governing money laundering, terrorist financing proliferation financing, corruption and bribery or sanctions.

9. Confidentiality

  1. Each party shall treat all non-public business and personal information as confidential unless disclosure is required by law.

  2. It is agreed between the Client and Provider that neither Party shall, at any time, disclose to any other person and shall treat as confidential, any information relating to the business, finances or other matters of the other Party, which such Party has obtained as a result of its relationship with the other Party under these Terms, save where the information is or was:

    1. already known to the recipient from a source other than the other Party without any obligation of confidentiality;

    2. in the public domain or becomes public knowledge otherwise than as a result of the unauthorised or improper conduct of the disclosing Party;

    3. disclosed as required by any law (including, but not limited to, information on the database maintained by Provider under the applicable BO legislation and disclosed to the relevant authorities in the event of a relevant search) or order of any court, tribunal or judicial equivalent, or pursuant to any direction, request or requirement (whether or not having the force of law) of any central bank, governmental, supervisory or other regulatory agency or taxation authority (provided that, if legally permissible, the recipient will promptly inform the other Party of any such order, direction, request or requirement prior to disclosing any information);

    4. disclosed for legitimate business purposes to affiliates, professional advisors, service providers or agents, engaged by one of the Parties, who receive the same under a duty of confidentiality (including where the Client's KYC Information is disclosed by Provider to other members of the Provider Group as described in the Recycling of KYC Information section of these Terms);

    5. made available by a third party who is/was entitled to divulge such information and who is not under any obligation of confidentiality in respect of such information to the other Party; or

    6. disclosed with the consent of the other Party.

  3. The Parties shall ensure, and it is deemed to be understood and relied upon, that any confidential information provided to the other Party in relation to any principals, affiliates, shareholders, beneficial owners, registrable legal entities, directors, officers, employees and agents ("Subject Persons") of the disclosing Party is and has been provided with the consent and acceptance of the relevant Subject Persons, which the disclosing Party will be responsible for obtaining.

  4. This Confidentiality provision: (i) does not prohibit Provider from disclosing information within the Provider Group for legitimate business purposes (subject to any such recipients of confidential information keeping it confidential in accordance with these Terms); (ii) does not prohibit the Client from disclosing a copy of these Terms to its Members or prospective Members; and (iii) shall survive termination of these Terms.

11. Registered Office

  1. Where elected by the Client in the Application and in accordance with the applicable Fee Schedule, the Provider shall procure the provision of registered office services in the jurisdiction selected by the Client, subject to and in compliance with the laws of that jurisdiction, and as further described in the relevant Exhibit applicable to such jurisdiction.
  2. The Client expressly agrees that the Provider may procure the registered office services from a duly authorized and licensed provider in the Applicable Jurisdiction (“Third Party Provider”). Notwithstanding the appointment of such third-party provider, the Provider shall remain responsible to the Client for the performance of all obligations and responsibilities related to the registered office services provided in that jurisdiction under the Terms.
  3. These services shall include maintaining the registered office address of the Client as recorded with the relevant registrar and ensuring that such address complies with the statutory requirements of that jurisdiction.
  4. Unless otherwise agreed in writing, the Provider shall maintain at the registered office (or such other agreed location in the relevant jurisdiction) the following records in respect of the Client:
    1. Certificate of incorporation or registration;=
    2. Memorandum and Articles of Association (or equivalent constitutional documents);
    3. Register of Members and Register of Directors (or equivalent), if maintained by the Provider;
    4. Any required beneficial ownership register or declarations (subject to Applicable Laws);
    5. Any statutory filings or undertakings as required under local laws or regulations.

11. Data Protection

  1. The Client consents to the Provider processing personal data in accordance with applicable laws, In providing the services and otherwise fulfilling its obligations under these Terms, Provider may from time to time be required to process information which: (i) constitutes 'personal data' as defined in the Applicable Data Protection Act ("DPA"); and (ii) is disclosed to or otherwise made available to Provider by or on behalf of the Client ("Relevant Personal Data").
  2. The Client warrants that it has obtained all necessary consents or has a lawful basis under applicable data protection laws to disclose any Relevant Personal Data to the Provider, and that such disclosure permits the Provider to process the data lawfully for the purposes of providing the Services under the Application and these Terms.
  3. The Client authorizes the Provider to engage “Delegates”—being any affiliate of the Provider within the Provider Group— to assist in the performance of the Services, including the processing of Relevant Personal Data, provided that such engagement complies with the requirements of this clause.
  4. Upon request, the Provider shall provide the Client with a list of Delegates involved in processing Relevant Personal Data. The Provider shall ensure that each Delegate is bound by a written contract that imposes obligations materially equivalent to those set out in these Terms and applicable data protection laws.
  5. The Provider shall remain fully liable to the Client for the performance of any obligations delegated to a Delegate. In the event a Delegate fails to perform such obligations, the Provider shall promptly take corrective action and, if necessary, replace the Delegate.
  6. If and to the extent other members of the Provider Group already hold KYC Information required by Provider, Provider may, instead of requesting such KYC Information from the Client, source such KYC Information from the relevant members of the Provider Group notwithstanding any restriction as to confidentiality that may apply to the relevant members of the Provider Group in relation to such KYC Information.
  7. Provider may share any KYC Information provided by the Client with other members of the Provider Group, if and to the extent the other members of the Provider Group have a need to use such KYC Information to conduct due diligence checks on the Client or any of its connected persons in accordance with the requirements of the AMLRs, the BO legislation or other applicable laws that are equivalent or analogous to any of the foregoing.
  8. Where Provider shares the KYC Information with other members of the Provider Group in accordance with the preceding subparagraph, this may result in further onward disclosure of the KYC Information to other clients that receive services from Provider or other members of the Provider Group and related parties and who need to know the KYC Information for legitimate business purposes (e.g. investment funds which are serviced by Provider or other members of the Provider Group and which the Client or any of its connected persons have subscribed to, as well as advisors and service providers engaged by such investment funds).
  9. Provider and other members of the Provider Group recycle the KYC Information as described above to ensure that services which are contingent on the timely collection of KYC Information can be completed efficiently for the benefit of the Client and its connected persons, as well as the benefit of other clients of Provider and the Provider Group.
  10. If the Client does not wish to have its KYC Information shared and recycled as described above, and the Client is prepared to receive and comply with repeated requests for KYC Information that Provider and/or other parts of the Provider Group may make in relation to services Provider and other members of the Provider Group provide to the Client or other clients, the Client may opt out from the recycling of KYC information as described above, by notifying Provider in writing.
  11. The Client consents to the disclosure by the Provider to the introducer (as identified in the Application) of information and documentation obtained through the onboarding process, including KYC and AML materials.
  12. The Client acknowledges that such disclosure may include Personal Data within the meaning of the DPA applicable to the Applicable Jurisdiction, and consents to such disclosure for the limited purpose described herein. The Introducer shall be considered a Processor of such Personal Data under the relevant DPA, and shall process such data in accordance with the requirements of the applicable laws of the Introducer for lawful purposes associated with the Client’s onboarding and referral.
  13. The Provider may release such information only to the Introducer and strictly in furtherance of facilitating the Client relationship, and not for any other purpose.
  14. These provisions shall survive the termination of the Terms.

12. Documentation

  1. The Client may provide KYC Information as an electronic record subject to Provider's discretion to require hard copies and/or certified copies, including where Provider is unable to ensure the authenticity of any such electronic document(s). Where a document and/or certification is in a language other than English, Provider may in its sole discretion require a certified translation. All copy documents must be the most recent version and have been certified by a suitable certifier, which includes such professionals as an attorney, accountant, notary public, judge, senior civil servant, government official or director or manager of a regulated credit or financial institution. No individual can certify their own documents.

  2. “Directors”, “Members” and “Officers” for purposes of this section mean, respectively, the individuals or entities validly appointed from time to time as directors, shareholders or members, and officers of the Client (including any class or committee representatives), whether acting in such capacity individually or collectively, and shall include any persons duly appointed to act in those capacities on an interim or alternate basis.

  3. Documents pertaining to the Client and any entities under its control which may be requested, include:

    1. all constitutive documents of the Client or relevant entity(ies), including but not limited to certificates of incorporation, memoranda and articles of association (or equivalent constitutional documents), registers of directors and members, and any amendments thereto, as may be required to satisfy applicable Know Your Customer (KYC) and anti-money laundering (AML) obligations of the Provider or its Delegates;

    2. offering material (howsoever called) published in connection with the offering of shares in the Client or an entity managed by the Client;

    3. notices and minutes of Directors' and Members' meetings (including committee and class meetings);

    4. written resolutions passed by the Directors or Members (including committee and class resolutions);

    5. letters from each Director consenting to act as a Director;

    6. letters of resignation from the Directors or Officers;

    7. share transfer forms and cancelled share certificates (where the register of Members is maintained by Provider);

    8. ny documents containing the prescribed information under the applicable Beneficial Owner (“BO”) legislation , with respect to each Beneficial Owner and registrable legal entity (each such term as defined in the applicable BO Legislation);

    9. powers of attorney or other documents (howsoever called) conferring authority on one or more persons to act on behalf of the Client; and

    10. documentation executed by the Client constituting a charge or other security interest (howsoever called) over any of its property.

  4. Financial Books and Records. In addition to the documents referred to above, the Client shall keep records and underlying documentation and shall provide the Provider with access to, complete and accurate financial books and underlying records in such form and manner as:

    1. are sufficient to accurately record and explain the Client’s transactions and financial activities;

    2. to enable the financial position of the Client or entities under its control to be determined with reasonable accuracy at any time and support the timely and accurate preparation of financial statements by the Provider in accordance with applicable accounting standards;

    3. include, at a minimum, supporting source documents and records such as invoices, receipts, bank statements, contracts, trade confirmations, loan agreements, valuations, and other relevant documentation, in relation to:

      1.  all sums of money received and expended by the Client and the matters in respect of which the receipt and expenditure occurs;

      2. all purchases, sales, and other transactions conducted by the Client, including any goods, services, investments, or securities;

      3. the assets and liabilities of the Client, including those held directly or indirectly through underlying entities or structures;

      4. are maintained in such a form and for such period as may be required by applicable law, regulation, or regulatory authority, and in any case sufficient to enable the Provider to meet its obligations with respect to the preparation, audit support, and regulatory filing of the Client’s financial statements.

  5. The Client and the Provider shall retain the Client’s records and underlying documentation for a period of at least five years from the date:

    1. of completion of a transaction to which the records and underlying documentation relate; or

    2. the Client or Provider terminates the business relationship to which the records and underlying documentation relate, and for these purposes "business relationship" means a continuing arrangement between the Client and one or more persons with whom the Client engages in business, whether on a one-off, regular, habitual or regular basis.

  6. The records of the Client kept under Applicable Law shall be kept:

    1. in written form; and

    2. wholly as electronic records complying with the requirements of the applicable electronic transactions act.

  7. Where any such records are kept at a place other than at the offices of the Provider, the Client shall inform the Provider in writing of any change in the physical location at which the original Register of Members (ROM)—being the official record of the names, addresses, and shareholdings of all shareholders of the Client—or the original Register of Directors (ROD)—being the official record of the names and addresses of all persons appointed as directors of the Client—is maintained, including the updated address, within fourteen (14) days of such change. Where the Client is transferring from another service provider, it shall procure and deliver, or cause the outgoing service provider to deliver, all original registered office records and statutory files, including the ROM, ROD, minute books, and other corporate registers, to the Provider or its designated address promptly upon commencement of services or within such timeframe as may be agreed in writing.

  8. Services may be suspended if the Client is subject to international sanctions or fails to meet due diligence standards. KYC information may be shared within the Provider group unless the Client opts out in writing

  9. Subject to full payment of all fees, expenses, and other amounts due under these Terms or any applicable Fee Schedule, the Provider shall deliver to the Client, or as the Client may direct, all deliverables prepared in the course of providing the Services.

  10. Until such time as all outstanding amounts have been received in full, the Provider shall have a contractual lien over, and shall be entitled to retain possession of, all documents and deliverables (including any reports, analyses, records, working papers, and other materials prepared by the Provider), and shall not be required to release, transfer, or deliver such materials to the Client or any third party. The Provider shall not be liable for any delay or consequence arising from the exercise of this lien.

13. Liability & Indemnities

  1. The Provider shall not be liable for any damages, losses, claims, proceedings, demands, liabilities, costs or expenses whatsoever suffered or incurred by the Client or any other person, arising out of or in connection with these Terms or the performance or non-performance of services under these Terms, unless such loss arises directly from the actual fraud or willful misconduct of the Provider or its directors, officers, or member of the Catalyst Group (collectively, the “Provider Group”), or agents of the Provider Group.
  2. The Client shall indemnify and hold harmless the Provider and each affiliate of the Provider Group as applicable, together with their respective directors, officers, employees, agents, partners, successors, and assigns (collectively, the “Indemnified Persons”), from and against any and all liabilities, losses, damages, penalties, actions, proceedings, investigations, regulatory or governmental claims, judgments, orders, demands, costs, and expenses of any kind (including legal and professional fees on a full indemnity basis) which may be incurred or suffered by any Indemnified Person in connection with these Terms or the performance of services under them, except to the extent such loss arises from the actual fraud or willful misconduct of the relevant Indemnified Person.
  3. No Indemnified Person shall be deemed to have committed fraud or willful misconduct unless and until a final, non-appealable judgment to that effect is rendered by a court of competent jurisdiction in the Provider’s service jurisdiction.
  4. The Provider shall not be liable, whether in contract, tort (including negligence or gross negligence), breach of statutory duty, pre-contractual misrepresentation (excluding fraudulent misrepresentation), or otherwise, for:
    (i) any consequential, incidental, special, or indirect loss; or
    (ii) any economic loss, including loss of profits, revenue, business, contracts, anticipated savings, goodwill, or reputation whether or not the Provider was advised of the possibility of such losses and howsoever incurred.
  5. Subject to Clause 11.1, and unless arising from actual fraud or willful misconduct, the total aggregate liability of all Indemnified Persons under these Terms shall not exceed 100% of the total fees paid by the Client to the Provider for services rendered in the twelve (12) months immediately preceding the date on which the relevant claim arises. This limitation applies cumulatively to all claims brought against the Provider under or in connection with these Terms.
  6. This Clause 11 shall survive the termination or expiration of these Terms.

14. Term & Termination

  1. These Terms shall continue in full force and effect unless and until terminated by either Party giving to the other Party not less than thirty (30) days’ prior written notice (or such shorter notice as all Parties may agree to accept) provided that these Terms may be terminated forthwith by notice in writing:

    1. By (a) the Provider if Client commits, or (b) by Client if Provider commits:
      (i) any material breach of its obligations under these or its obligations under the applicable legislation including, but not limited to, the applicable BO, KYC or AMLRs legislation and fails to remedy such breach (if capable of remedy) within thirty (30) days of receipt of notice from the non-defaulting Party requiring it to do so;
      (ii) any material breach of its obligations under these Terms or its obligations under the applicable legislation including, but not limited to, the applicable BO, KYC and AMLRs legislation that is not capable of remedy; or
      (iii) any persistent material breach, whether or not it is remedied in a timely manner or capable of remedy.

  2. Additionally, the Provider may, at any time and at its sole discretion:

    1. refuse to grant the Client any access to any Portal or suspend or terminate the Client access to any Portal, temporarily or permanently, upon giving written notice to the Client;

    2. deny or refuse access to any Portal by any person whomsoever, including any person who is appointed or otherwise engaged by the Client; and

    3. by giving not less than seven (7) days' written notice to the Client if the Client or any person associated with the Client: (i) is in breach of any applicable regulatory law, the AMLRs, becomes subject to criminal proceedings, or is subject to any international financial sanction or is otherwise designated as a person with whom Provider is prohibited from dealing; (ii) no longer fits with Provider's business acceptance and/or continuance criteria and/or business profile, including by failing to comply with any obligations relating to KYC Information under these Terms; and/or (iii) makes a statement to Provider which is false, deceptive or misleading as determined by Provider (in its absolute discretion) in respect of any information required to be provided under the applicable BO legislation or otherwise.

  3. The termination of the appointment of Provider under the provisions above shall be without prejudice to any pre-existing liability of the parties to these Terms. Provider shall be entitled to receive all fees, expenses and disbursements accrued due up to the date of such termination, whether under these Terms or otherwise.

  4. Provider shall, on the termination of its appointment under these Terms and upon payment by or on behalf of the Client of any outstanding fees, costs and expenses due to Provider or to another member of the Provider Group, deliver or procure to be delivered to the Client, or as the Client may direct, the registers, minute book and other corporate records of the Client which are in its possession or under its control and shall cause to resign any officer or Director provided by it to the Client.

  5. The Client shall, on the termination of the appointment of Provider under these Terms, if still in existence, procure the passage of a board resolution to transfer the Registered Agent and/or the Registered Office of the Client to an alternative agent and location and Provider shall be entitled to serve notice on the Registrar advising that it is no longer providing the Registered Agent and/or Office to the Client.

15. Dispute Resolution & Governing Law

  1. These Terms and any Dispute, claim, suit, action or proceeding of whatever nature arising out of or in any way related to them or their formation (including any non-contractual disputes or claims) are governed by, and shall be construed in accordance with the laws of the jurisdiction, where the Provider under these Terms, is located (“Governing Law”).

  2. Notices under these Terms must be in writing and may be delivered electronically or by courier.

14. Miscellaneous

  1. These Terms constitute the entire agreement and supersede any prior understanding.
  2. If any provision is found unenforceable, the remainder shall remain in force.
  3. The Provider may amend these Terms by written notice or publication. Continued use of services constitutes acceptance.
  4. The Provider may, at its own expense, delegate all or any of the services on its part to be performed under these Terms to another Provider Group entity.
  5. If Provider does delegate all or any of the services to another Provider Group entity in accordance with this paragraph (a "Delegate"), Provider shall nonetheless remain solely responsible to the Client for the provision of the services and liable to the Client for any loss caused to the Client by the Delegate but only to the extent that Provider would have been liable for such loss under these Terms if such loss were caused by Provider itself and the Delegate shall have no liability of any sort whatsoever or howsoever arising under these Terms or as a consequence of the delegation of all or any services to it.
  6. Provider may, at its sole discretion, assign, transfer, novate or otherwise delegate any service provided by it or a Delegate under these Terms to another delegate within the Provider Group (each, a “Successor Delegate”), provided that such Successor Delegate is duly qualified and capable of performing the relevant services.
  7. Upon such an assignment or delegation, the Successor Delegate shall assume all rights, obligations and liabilities of the Provider in respect of the assigned services, and the Provider shall be released from any further liability to the Client in relation thereto.
  8. The Client acknowledges and agrees that, except to the extent expressly agreed in writing, no Successor Delegate shall have any duty or liability to the Client beyond those assumed pursuant to such assignment or delegation.

EXHIBIT 1

THE BRITISH VIRGIN ISLANDS GLOSSARY OF TERMS TO THE:

MASTER TERMS AND CONDITIONS FOR CORPORATE SERVICES INTERNATIONAL BUSINESS COMPANIES

"Act" means the BVI Business Companies Act (As Revised) of the British Virgin Islands;

"AMLRs" means the laws, regulations and guidance of the BVI applicable to sanctions, anti-money laundering, and the combatting of terrorist financing and proliferation financing, including, but not limited to, the Drug Trafficking Offences Act, Revised Edition 2020, as amended, the Proceeds of Criminal Conduct Act, Revised Edition 2020, as amended, the Counter-Terrorism Act, 2021, as amended, the Proliferation Financing (Prohibition) Act, 2021, as amended, the Anti- Money Laundering Regulations, Revised Edition 2020, as amended (the “AML Regulations”) and the Anti-Money Laundering and Terrorist Financing Code of Practice, Revised Edition 2020, as amended (the “AML Code”);

"Application” means the form, electronic submission, online selection, or other mode of engagement by which the Client selects and requests the Services offered by the Provider, whether via the Provider’s website, client portal, or other onboarding channel. The Application shall include any information submitted by the Client for the purpose of initiating the engagement, and shall reference the Fee Schedule applicable to the selected Services;

"Applicable Jurisdiction" means the Jurisdiction of the British Virgin Islands;

"Applicable Laws" means the Act and includes all applicable statutes, regulations, rules, orders, codes, and guidelines in force in the British Virgin Islands that govern the formation, operation, and regulation of business companies. This encompasses, without limitation, the BVI Business Companies Regulations, the Financial Services Commission Act, 2001, the Anti-Money Laundering Regulations, the Anti-Money Laundering and Terrorist Financing Code of Practice, the Securities and Investment Business Act, 2010, the Insolvency Act, 2003, and any other relevant legislation or regulatory requirements applicable to the Client's operations within the jurisdiction;

“Arbitration Forum of Competent Jurisdiction” Means a binding arbitration forum located in the British Virgin Islands, with proceedings conducted in accordance with the London Court of International Arbitration Rules;

"Articles" means the memorandum and articles of association of the Client as in effect from time to time;

“Authorized Person” refers to an individual authorized by the Client and/or the Entity to provide instructions and/or directions to the Provider on their behalf, with the authority equivalent to that of the Client and/or the Entity themselves;

“Beneficial Owners” shall have the meaning as defined in Section 6 of the applicable BO Legislation;

"BO legislation" means the Beneficial Ownership Secure Search System Act (As Revised) (“BOSS Act”) of the British Virgin Islands;

"Business Day" means any day which is not a Saturday, a Sunday or a public holiday in the British Virgin Islands on which banks are open for non-automated business;

"Catalyst" means Catalyst Fund Administration LLC who has procured Registered Office services from MMG Trust (BVI) Corp. in the Applicable Jurisdiction;

“Client” means the Entity which has requested directly or indirectly, through its Authorized Person(s), that the Provider provide it with Registered Agent and Office Services and which the Provider has agreed to do under this Agreement;

"Commencement Date" means the date of incorporation of the Client and/or Entity or the date on which the Provider began providing Services to the Client, if later;

"Commission" means the Financial Services Commission of the British Virgin Islands;

“Court of Competent Jurisdiction” Means a court located within the British Virgin Islands that has the legal authority to hear and determine disputes arising between the Provider and the Client under this Agreement.

"Directors" means the directors from time to time of the Client;

"Electronic Record" has the same meaning as in the Electronic Transactions Act;

"Electronic Transactions Act" means the Electronic Transactions Act, 2021 (As Revised);

“Fee Schedule” means the schedule of fees applicable to the Services selected by the Client, as published by the Provider or otherwise provided in writing to the Client, and accepted by the Client in connection with its Application. The Fee Schedule may include standard pricing or bespoke terms agreed between the Provider and the Client and forms part of the Terms.

“Governing Law” means the laws of the British Virgin Islands;

"Introducer" means a third-party individual or entity, identified in the Application, that refers or introduces the Client to the Provider for the purpose of receiving Services, and who may be subject to review under Applicable Laws or eligible introducer guidelines in the Applicable Jurisdiction;

"KYC Information" means all such information and documentation relating to the Client and persons who are connected to the Client, which the Provider or any other member of the Catalyst Group may require the Client to furnish in accordance with the requirements of the AMLRs, the BOSS Act or other applicable laws that are equivalent or analogous to any of the foregoing;

"Members" means the members from time to time of the Client;

"Officers" means the officers from time to time of the Client;

“Fee Schedule” means the service arrangement, signed or otherwise accepted by the Client, that sets out the subscribed Services, associated Fees, and the scope of the elected Services;

“Provider” means Catalyst, a Successor Delegate or a Third Party Provider  as the context;

“Provider Group” means Catalyst BVI and all other direct and indirect subsidiaries of Catalyst Global Financial Group (Cayman) Ltd;

"Registrar" means the Registrar of Corporate Affairs in and for the British Virgin Islands;

“Services” means those Services Client has contracted for as set out in the Application;

“Terms” means and consists of the Master Terms (including any Schedules and Exhibits hereto or other terms and conditions incorporated by reference herein), and any, or each, applicable Application; and

For the purpose of these Terms:

  • use of the singular includes the plural and vice versa;
  • references to provisions of any law or regulation shall be construed as references to those provisions as amended, modified, re-enacted or replaced from time to time;
  • "written", "in writing" and "maintain" include all modes of representing, reproducing or maintaining words in visible form, including in the form of an Electronic Record;
  • any requirements as to delivery under these Terms include delivery in the form of an Electronic Record;
  • any requirements as to execution or signature under these Terms can be satisfied in the form of an electronic signature as defined in the Electronic Transactions Act; and
  • the Electronic Transactions Act shall be varied pursuant to section 5(1)(b)(i) of the Electronic Transactions Act to the extent provided for in these Terms.

EXHIBIT 2

THE BAHAMAS GLOSSARY OF TERMS TO THE:

MASTER TERMS AND CONDITIONS FOR CORPORATE SERVICES INTERNATIONAL BUSINESS COMPANIES

"Act" means the Companies Act (Chapter 308) of the Commonwealth of The Bahamas, as amended;

"AMLRs" means the laws, regulations and guidance of the Commonwealth of The Bahamas applicable to sanctions, anti-money laundering, and the combatting of terrorist and proliferation financing, including but not limited to the Proceeds of Crime Act, 2018, as amended, the Anti-Terrorism Act, 2018, the Financial Transactions Reporting Act, 2018, the Financial Transactions Reporting Regulations, 2018, the Financial Intelligence Unit Act, 2018, the Anti-Money Laundering and Countering the Financing of Terrorism Guidelines (issued by the Compliance Commission), and any related Codes, Rules, or Guidance Notes issued by the Central Bank of the Commonwealth of The Bahamas or the Compliance Commission;

"Application” means the form, electronic submission, online selection, or other mode of engagement by which the Client selects and requests the Services offered by the Provider, whether via the Provider’s website, client portal, or other onboarding channel. The Application shall include any information submitted by the Client for the purpose of initiating the engagement, and shall reference the Fee Schedule applicable to the selected Services;

"Applicable Jurisdiction" means the Jurisdiction of the Commonwealth of the Bahamas;

"Applicable Laws" means the Act and includes all applicable statutes, regulations, rules, orders, codes, and guidelines in force in the Commonwealth of The Bahamas that govern the formation, operation, and regulation of international business companies. This includes, without limitation, the International Business Companies Act, 2000 (as amended), the Financial and Corporate Service Providers Act, 2020, the Securities Industry Act, 2011 (as amended), the Financial Transactions Reporting Act, the Register of Beneficial Ownership Act, 2018, the Companies (Winding Up) Rules, 2017, and any other relevant legislative or regulatory requirements applicable to the Client's operations within the Commonwealth of The Bahamas;

"Arbitration Forum of Competent Jurisdiction" means a binding arbitration forum located in the Commonwealth of The Bahamas, with proceedings conducted in accordance with the Arbitration Act, 2009 and the Rules of the Bahamas Branch of the Chartered Institute of Arbitrators or other agreed institutional rules;

"Articles" means the memorandum and articles of association of the Client as in effect from time to time;

"Authorized Person" refers to an individual authorized by the Client and/or the Entity to provide instructions and/or directions to the Provider on their behalf, with the authority equivalent to that of the Client and/or the Entity themselves;

"Beneficial Owners" shall have the meaning as defined in Section 2 of the Register of Beneficial Ownership Act, 2018;

"BO legislation" means the Register of Beneficial Ownership Act, 2018 of the Commonwealth of The Bahamas;

"Business Day" means any day which is not a Saturday, a Sunday or a public holiday in the Commonwealth of The Bahamas on which banks are open for non-automated business;

"Catalyst" means Catalyst Fund Administration LLC who has procured Registered Office services from MMG Bahamas Ltd. in the Applicable Jurisdiction;

"Client" means the Entity which has requested directly or indirectly, through its Authorized Person(s), that the Provider provide it with corporate or registered office services and which the Provider has agreed to do under this Agreement;

"Commencement Date" means the date of incorporation of the Client and/or Entity or the date on which the Provider began providing Services to the Client, if later;

"Commission" means the Securities Commission of the Commonwealth of The Bahamas (“SCB”);

"Court of Competent Jurisdiction" means a court located within the Commonwealth of The Bahamas that has the legal authority to hear and determine disputes arising between the Provider and the Client under this Agreement;

"Directors" means the directors from time to time of the Client;

"Electronic Record" has the meaning ascribed to it in the Electronic Communications and Transactions Act, 2006 (as amended);

"Electronic Transactions Act" means the Electronic Communications and Transactions Act, 2006 of the Commonwealth of The Bahamas, as amended;

“Fee Schedule” means the schedule of fees applicable to the Services selected by the Client, as published by the Provider or otherwise provided in writing to the Client, and accepted by the Client in connection with its Application. The Fee Schedule may include standard pricing or bespoke terms agreed between the Provider and the Client and forms part of the Terms.

"Governing Law" means the laws of the Commonwealth of The Bahamas;

"Introducer" means a third-party individual or entity, identified in the Application, that refers or introduces the Client to the Provider for the purpose of receiving Services, and who may be subject to review under Applicable Laws or eligible introducer guidelines in the Applicable Jurisdiction;

"KYC Information" means all such information and documentation relating to the Client and persons who are connected to the Client, which the Provider or any other member of the Catalyst Group may require the Client to furnish in accordance with the requirements of the AMLRs, the BO legislation or other applicable laws that are equivalent or analogous to any of the foregoing;

"Members" means the members from time to time of the Client;

"Officers" means the officers from time to time of the Client;

"Provider" means Catalyst, a Successor Delegate or a Third Party Provider  as the context requires;

"Provider Group" means Catalyst Administration Services (Bahamas) Ltd and all other direct and indirect subsidiaries of Catalyst Global Financial Group (Cayman) Ltd;

"Registrar" means the Registrar General of the Commonwealth of The Bahamas;

"Services" means those Services Client has contracted for as set out in the Application;

"Terms" means and consists of the Master Terms (including any Schedules and Exhibits hereto or other terms and conditions incorporated by reference herein) for each Application;

For the purpose of these Terms:

  • use of the singular includes the plural and vice versa;
  • references to provisions of any law or regulation shall be construed as references to those provisions as amended, modified, re-enacted or replaced from time to time;
  • "written", "in writing" and "maintain" include all modes of representing, reproducing or maintaining words in visible form, including in the form of an Electronic Record;
  • any requirements as to delivery under these Terms include delivery in the form of an Electronic Record;
  • any requirements as to execution or signature under these Terms can be satisfied in the form of an electronic signature as defined in the Electronic Transactions Act; and
  • the Electronic Transactions Act shall be varied to the extent provided for in these Terms.

EXHIBIT 3

THE CAYMAN ISLANDS GLOSSARY OF TERMS TO THE:

MASTER TERMS AND CONDITIONS FOR CORPORATE SERVICES INTERNATIONAL BUSINESS COMPANIES

"Act" means the Companies Act (2023 Revision) of the Cayman Islands, as amended;

"AMLRs" means the laws, regulations, and guidance applicable in the Cayman Islands to sanctions, anti-money laundering, and the combatting of terrorist and proliferation financing, including but not limited to the Proceeds of Crime Act (2023 Revision), the Anti-Money Laundering Regulations (2023 Revision), the Terrorism Act (2021 Revision), the Beneficial Ownership (Companies) Regulations, 2018, and any related Codes, Rules, or Guidance issued by the Cayman Islands Monetary Authority (“CIMA”) or the Financial Reporting Authority (“FRA”);

“Application” means the form, electronic submission, online selection, or other mode of engagement by which the Client selects and requests the Services offered by the Provider, whether via the Provider’s website, client portal, or other onboarding channel. The Application shall include any information submitted by the Client for the purpose of initiating the engagement, and shall reference the Fee Schedule applicable to the selected Services;

"Applicable Jurisdiction" means the Jurisdiction of the Cayman Islands;

"Applicable Laws" means the Act and includes all applicable statutes, regulations, rules, orders, codes, and guidelines in force in the Cayman Islands that govern the formation, operation, and regulation of companies. This includes, without limitation, the Companies Act (2023 Revision), the Limited Liability Companies Act (2023 Revision), the Securities Investment Business Act (2020 Revision), the Anti-Money Laundering Regulations (2023 Revision), the Beneficial Ownership regime, and any other relevant legislative or regulatory requirements applicable to the Client's operations within the Cayman Islands;

"Arbitration Forum of Competent Jurisdiction" means a binding arbitration forum located in the Cayman Islands, with proceedings conducted in accordance with the Arbitration Act (2012 Revision) and any agreed institutional rules;

"Articles" means the memorandum and articles of association of the Client as in effect from time to time;

"Authorized Person" refers to an individual authorized by the Client and/or the Entity to provide instructions and/or directions to the Provider on their behalf, with the authority equivalent to that of the Client and/or the Entity themselves;

"Beneficial Owners" shall have the meaning as defined under the Beneficial Ownership (Companies) Regulations, 2018 of the Cayman Islands;

"BO legislation" means the Beneficial Ownership (Companies) Regulations, 2018 of the Cayman Islands;

"Business Day" means any day which is not a Saturday, a Sunday or a public holiday in the Cayman Islands on which banks are open for non-automated business;

"Catalyst" means Catalyst Fund Services (Cayman) Ltd;

"Client" means the Entity which has requested directly or indirectly, through its Authorized Person(s), that the Provider provide it with corporate or registered office services and which the Provider has agreed to do under this Agreement;

"Commencement Date" means the date of incorporation of the Client and/or Entity or the date on which the Provider began providing Services to the Client, if later;

"Commission" means the Cayman Islands Monetary Authority (CIMA);

"Court of Competent Jurisdiction" means a court located within the Cayman Islands that has the legal authority to hear and determine disputes arising between the Provider and the Client under this Agreement;

"Directors" means the directors from time to time of the Client;

"Electronic Record" has the meaning ascribed to it in the Electronic Transactions Law (2003 Revision), as amended;

"Electronic Transactions Act" means the Electronic Transactions Law (2003 Revision) of the Cayman Islands, as amended;

“Fee Schedule” means the schedule of fees applicable to the Services selected by the Client, as published by the Provider or otherwise provided in writing to the Client, and accepted by the Client in connection with its Application. The Fee Schedule may include standard pricing or bespoke terms agreed between the Provider and the Client and forms part of the Terms.

"Governing Law" means the laws of the Cayman Islands;

"Introducer" means a third-party individual or entity, identified in the Application, that refers or introduces the Client to the Provider for the purpose of receiving Services, and who may be subject to review under Applicable Laws or eligible introducer guidelines in the Applicable Jurisdiction;

"KYC Information" means all such information and documentation relating to the Client and persons who are connected to the Client, which the Provider or any other member of the Catalyst Group may require the Client to furnish in accordance with the requirements of the AMLRs, the BO legislation or other applicable laws that are equivalent or analogous to any of the foregoing;

"Members" means the members from time to time of the Client;

"Officers" means the officers from time to time of the Client;

"Provider" means Catalyst, a Successor Delegate or a Third Party Provider  as the context requires;;

"Provider Group" means Catalyst Fund Services (Cayman) and all other direct and indirect subsidiaries of Catalyst Global Financial Group (Cayman) Ltd;

"Registrar" means the Registrar of Companies in the Cayman Islands;

"Services" means those Services Client has contracted for as set out in the Application;

"Terms" means and consists of the Master Terms (including any Schedules and Exhibits hereto or other terms and conditions incorporated by reference herein), for each Application.

For the purpose of these Terms:

  • use of the singular includes the plural and vice versa;
  • references to provisions of any law or regulation shall be construed as references to those provisions as amended, modified, re-enacted or replaced from time to time;
  • "written", "in writing" and "maintain" include all modes of representing, reproducing or maintaining words in visible form, including in the form of an Electronic Record;
  • any requirements as to delivery under these Terms include delivery in the form of an Electronic Record;
  • any requirements as to execution or signature under these Terms can be satisfied in the form of an electronic signature as defined in the Electronic Transactions Act; and
  • the Electronic Transactions Act shall be varied to the extent provided for in these Terms.