These Terms and Conditions are applicable to all Engagements with Ammeris. 

We shall observe any applicable regulations, legislation, and professional rules in performing Engagements.

The following definitions will apply to these Terms and Conditions:

1. You (the “Client”): are the party for whom the Engagement is performed and services rendered.

2. Ammeris, we, or us (the "Company"): are one or more of the following legal entities: Ammeris Holding Ltd. (BVI); Ammeris Inc. (Canada); Ammeris Blockchain Foundation (Grand Cayman, Cayman Islands); Ammeris Advisory Ltd. (Grand Cayman, Cayman Islands); and, Ammeris Strategies Ltd. (Grand Cayman, Cayman Islands).

3. Engagement: the written, orally or digitally expressed agreement in which we undertake to render services to you.

1.1 The Company respects the privacy of its Service users. Please refer to the Company’s Privacy Policy (found atwww.ammeris.com/privacy) which explains how we collect, use, and disclose information that pertains to your privacy. When you access or use the Service, you signify your agreement to the Privacy Policy as well as these Terms and Conditions.

2.1 The following terms apply to the services detailed in the attached Engagement Letter as requested by you, the Client. Along with the Engagement, these terms form the complete contract between you and us.

3.1 The Engagement will take effect under these Terms and Conditions once we have received the written Engagement Letter signed by you, or if we receive a digital signature by you via our website portal or have a request to start performing the Engagement.

4.1 You are responsible, and responsible alone, for defining the scope and level of Engagement with Ammeris Holdings Ltd. and its affiliates and for making decisions, even partial, based on or related to our services.

4.2 In the event the Engagement requires your cooperation, you will provide us in a timely manner with the necessary documents and information for us to properly and timely execute the Engagement. Without delay, you will provide any related information related to the legal and control structure of your group or the group to which you belong, including any changes that arise after the fact, no matter how broad, as well as disclosing any financial, alliances, or consortium to which you are participating or belong, in the broadest sense of the terms, and of any fact or circumstances that may be related to the execution of the Engagement.

4.3 Any costs, loss, or damages incurred due to delay in the Engagement and its execution resulting from a deficiency of information, facilities, and/or staff being unavailable, or failing to provide or generate the proper information, facilities, and/or staff will be for your account and risk alone.

4.4 At our request, you will provide all the necessary information and/or documentation necessary for our company to comply and fulfill our obligations under the related anti-money laundering (AML) and counter-financing of terrorism (CFT) legislation. We reserve the right to assess whether the documentation and/or information provided to us aligns with the appropriate legislation and is sufficient under applicable AML and CFT rules.

4.5 It is your responsibility to ensure that the information you or a third party (at your request) provide to us is correct and complete. You agree and acknowledge that the information we receive from third parties in regard to the Engagement is correct and complete without any necessity for further verification on our part.

4.6 In the event that the Engagement is performed at your premises, you will provide the necessary means of electronic communication and working space for all activities related to the Engagement that comply with any necessary requirements and all statutory laws.

5.1 We will perform the Engagement based on the information provided to us by you regarding the Engagement, including any meetings we hold together with third parties at your request. All services rendered will be carried out in accordance with professional standards, and to the best of our knowledge and ability. You will confirm that the scope of services is sufficient for your purpose. You alone are the designated receiver of our services, including any deliverables, as set out in the Engagement or the relevant service agreement or contract.

5.2 We will determine and conclude the manner by which, and by whom the Engagement will be executed. We may charge you for any additional services if the provision of such additional services is necessary and arises by the requirements posed to us by any legislation or regulations, including professional requirements that may apply to the Engagement.

5.3 Any information you provide to us will be returned to you at your request or after completing the Engagement. We will store our own electronic files related to the Engagement and make copies of documentation or information which we consider necessary for the Engagement which will remain the property of Ammeris Holdings Ltd.

5.4 During the performance of the Engagement we will not be deemed to have access to information incepted from previous or other Engagements that are or have been performed on your behalf. 

5.5 The due dates for services and their completion will be regarded as strict only when agreed on the deadlines in writing in advance. You will not terminate the Engagement on account of our company failing to meet a deadline unless we do not perform the Engagement or the Engagement is no long possible to fulfill within a period of time which is reasonable and which we have been notified in writing after the expiry of the agreed upon delivery date.

5.6 We reserve the right to demand advanced payment for our services. In the event you are required to make an advanced payment as per our request, or to make documents or materials available that are required for the execution of the Engagement, the term for rendering the services will not begin until we have received the payment in full or until all requested material have been made available to us.

5.7 You will not make the benefit of the services available to anyone other than you as set out in the Engagement, except if stated as such in the Engagement and with our prior written consent, or if required by legislation or regulation, or to your legal council, lawyers, auditors, accountants, or group members (including body corporate) as long as they understand that we acknowledge and accept that we will bear no liability to them and no further disclosure may be made about the Engagement.

5.8 Changes may be requested to the services detailed in the Engagement, but the changes can only be deemed effective if received and accepted by us.

5.9 Any services performed by us, while carried out to the best of our abilities and according to applicable professional standards, will not carry audits or assurances or attempt to detect fraud or other wrongdoing.

5.10 You may not reply on any oral advice given during any stage of the Engagement, and may only rely on written advice. No draft deliverables may be relied upon during any stage of the Engagement. Nor will we update any written advice to suite a change in environment, whether legislative, business, investment or regulatory that occurs after the date the service was performed.

5.11 You acknowledge and agree to our right to assignment, novation, and other dealings without your consent. You may not assign or novate this agreement or otherwise deal with the benefit of it or a right under it, or purport to do so, without our prior written consent, which consent is not to be unreasonably withheld. You acknowledge that it will be reasonable for us to withhold its consent under this clause if:

a) We are not satisfied with the ability of the proposed assignee to perform your obligations under this agreement;

b) We are not satisfied with the purposed assignee’s financial standing or reputation;

c) The purposed assignee is a competitor of ours; or

d) We are in dispute with the proposed assignee.

6.1 With reasonable notice period, each party has the right to cease the Engagement in writing. Either party is entitled to terminate the engagement with immediate effect if the other party has been declared insolvent or if its business is disbanded.

6.2 In the event you decide to terminate the Engagement early, Ammeris Holdings Ltd. is entitled to compensation for services rendered and for any costs incurred as a result of service or early termination of the Engagement, including costs for sub-contracting, unless the cause of termination was motivated by fact and circumstances on our part. If the Engagement is terminated early by us, you are entitled to our assistance for the transferring of work to third parties unless the cause of termination was motivated by fact and circumstances on your part.

7.1 We and any person assigned by us will maintain confidentiality of information and personal data, and will not provide such information to any third parties unless:

a) we are required under applicable national or international legislation and regulations, including any professional rules and regulations or any provisions requiring the disclosure of information; or,

b) we or any person assigned or affiliated with us act in criminal, administrative, civil, or disciplinary proceedings where the disclosure of such information and data is of importance.

7.2 You acknowledge and agree that we will process confidential information and personal data within the scope of:

a) any Engagement approved and requested by you with Ammeris Holdings Ltd.;

b) compliance with applicable legislation and statutory obligations to which we are subject;

c) quality review and risk management requirements; and

d) any internal business purposes.

and that confidential information and personal data regarding you and/or any person working for, currently or formerly, or affiliated with you, your clients or third parties, may be shared, if required, with and among:

e) our affiliates;

f) parties involved in the execution of the Engagement; and, 

g) our legal and financial advisers and insurers.

7.3 We will take all necessary measures to protect the confidentiality of information and personal data, and will inform any employees or third parties we connect with or engage of the confidential nature of the information in the event the information is shared. Confidential and personal data will be processed in accordance with applicable protection of personal data legislation and regulations.

7.4 You will not disclose or provide third parties any information concerning the Engagement, the contents thereof, reports, opinions, or any written or oral statements issued by us to you except where applicable legislation or regulations require you to disclose such information, or except where you have received our consent in writing. Parties to the Engagement will impose their obligations under these Terms and Conditions on any third parties they engage.

7.5 We reserve the right to mention your name and outline a broad understanding of the services rendered to you resulting from our Engagement to potential and existing clients to demonstrate our expertise and scope of services.

8.1 We reserve all intellectual property rights related to products of the intellect that we use or have used and/or develop or have developed within the context and framework of the execution of the Engagement where we can exercise or hold copyrights or other intellectual property rights.

8.2 You are explicitly restricted from producing or reproducing, publishing or commercializing, either alone or via third parties, those products, including opinions, working methods, contracts and models, software or programs, brands, logos, and other products of our intellect, all in the broadest sense of the terms.

8.3 Any of the intellectual property in Articles 8.1 and 8.2 may not be reproduced, published, or used for commercial purposes without our prior written consent, unless reproduced for your own internal use as it relates to the purpose and spirit of the Engagement with Ammeris Inc, and only so long as the Engagement exists. In the event the Engagement ceases to exist, whether due to early termination or otherwise, any reproduced intellectual property must be surrendered to Ammeris Holdings Ltd. or destroyed unless specific permission is attained.

9.1 Any means of communication may be executed via electronic means. The parties to the Engagement recognize the risks associated with the use of electronic communication over the Internet, including but not limited to interception, malware, viruses, manipulation, espionage, distortion, and delays. The parties, therefore, acknowledge and agree that they will not hold each other liable for any damages or losses incurred as a result of the use of electronic communication. This also includes any electronic communication, regardless of form, with any third parties and governmental authorities. All parties to the Engagement will also ensure that all measures are taken to protect electronic communication, regardless of form, and will do or omit all that can be reasonably expected of them to avoid risks.

10.1 Our Engagement fee is exclusive and does not include expenses accumulated because of our Engagement, therefore, we will charge all our expenses, fees charged by third parties engaged by us on your behalf (such as legal council or accounting, among other), and any levies and taxes imposed by authorities to your account. Any rates or pricing factors are subject to change between the first day and the completion day of the Engagement, and we reserve the right to adjust the previously agreed upon fee accordingly.

10.2 Settlement of our fee is due, without any deductions or discounts, within 14 business days of the invoice date. Payments will be remitted in the denominated unit of account, whether fiat or cryptocurrency, as indicated on the invoice to a bank account or digital wallet designated by Ammeris Holdings Ltd. Any objections to the amounts agreed upon for services rendered will not suspend your obligation to pay.

10.3 Any costs incurred, both judicial and extrajudicial, related to your failure to comply and fulfill your payment obligations will be for your account. We reserve the right to demand reimbursement of all costs incurred by Ammeris Holdings Ltd. We reserve the right to demand that you make an advanced payment if we believe that your financial position or payment performance record justifies such action. In the event you fail to deliver a requested payment we have the right to immediately suspend any further Engagement, and all amounts owned, for whatever reason, will become due and payable immediately.

10.4 In the event of a joint venture Engagement, all clients are severally liable for payment of the full fee charged based upon the understanding that the services were provided for clients in a joint venture.

11.1 Any compliant related to the services provided or invoice amount must be submitted to us in writing within 60 days of the services rendered, subject to the risk of forfeiture, or within 60 days of the discovery of a defect, error or shortcoming. Under no circumstances will you be suspended from your obligations to pay, regardless of a complain in respect to a service related to the Engagement, or to defer or refuse payment for any other service provided by us to which the complain has no relation or merit. Filing a legitimate complaint and in a timely manner will provide you with the choice of an adjustment to the fee charged for service, having the service rectified or redone free of charge to you, or terminating the Engagement and, thus, the remaining services in exchange for a refund appropriate to the fee already settled by you.

12.1 We will perform the Engagement in accordance with professional standards, and to the best of our knowledge and ability. In the event any errors are made due to incorrect or missing information provided to us by you or a third party, we will not be held responsible or liable for any damages that result. Any limitation of liability will not apply in the context of an international act on our part unless any national or international legislation or regulation dictates otherwise. The total liability to you for any errors made that would have been prevented had we exercised due care is:

a) limited to three times the fee paid or invoiced to you for a specific service provision under the Engagement, and under the Engagement which the errors resulted; and,

b) limited to the most recent twelve months for the specific service provision under the Engagement if the Engagement has a term of more than twelve months, and under the Engagement which the errors resulted.

12.2 In the event the Engagement is carried out for more than one legal entity or person, the limitation of liability related to the Engagement will apply to all these entities, and it is the responsibility of this group of legal persons to share the maximum amount of damages awarded among each other.

12.3 Your rights of action and other powers of whatever nature with respect to the Engagement in any way will lapse after one year from the date on which the loss or damage for which we are held liable first manifested itself and in any event after five years from the date on which the event causing loss or damage occurred.

12.4 We will not be held responsible and you will indemnify us against any claims made by third parties that arise during and from the Engagement as a result of any failure on your part with respect to compliance or any obligations that arise from these Terms and Conditions, unless you demonstrate otherwise and that the omission or neglect is not on your part, or were caused by an international act on our part and unless any national or international regulations or legislation dictate otherwise. This indemnification will not apply in the event the Engagement relates to the statutory audit of financial statements. This indemnification will apply to any directors, shareholders, or employees of us or third parties, including affiliates of Ammeris Holdings Ltd., whom we engage for the rendering of services under the Engagement, who will accordingly be invoke this indemnification directly.

12.5 You and any group of companies to which you belong will exercise any rights of recourse exclusively against Ammeris Holdings Ltd. and not against our shareholders, directors, members, managing directors, or employees engaged or hired by us. We will not be held responsible or liable for any consequential, punitive damages, or indirect loss of profit. We also reserve the right to engage any portion of the services of any of our affiliates when performing the Engagement. The Engagement will be executed under our exclusive responsibility and you and any group of companies to which you belong will not hold any claim, whether in contract, tort, or otherwise, against Ammeris Holdings Ltd. or any of our affiliates, partners, or employees in connection with the rendering of services under the Engagement. The foregoing will not apply to damages or losses created as a result of an international act or recklessness on the part of any of our affiliates. Our affiliates, their partners and employees have the right to invoke and rely on the aforementioned as if they were parties to the Engagement. We reserve the right and are entitled to compensation of damages, costs or loss incurred as a result of any violations to this provision.

13.1 You are not permitted to assign the Engagement or any obligations laid in it to any third parties unless we give our express written consent. In the event written consent is expressed, we reserve the right to attach conditions to such consent which will not be withheld on unreasonable grounds. You will bear sole responsibility for ensuring and imposing the relevant payment and other obligations, in any case and on any third party, that are laid down in the Engagement and these Terms and Conditions. You will be severally liable and jointly with the third party for any obligations laid in these Terms and Conditions and the Engagement.

14.1 In the event we fail to directly enforce any rights or powers, our rights and powers under the Engagement will not be affected or limited. Any provision or condition of the Engagement to be waived must be expressed in writing.

15.1 Any provision of the Engagement that are intended and expressed are to remain in effect even in the event of a termination of the Engagement, and will continue to have effect after the Engagement has been terminated by either party and will continue to bind the parties to the Engagement.

15.2 If any provision of the Engagement and the Terms and Conditions cannot be invoked, or due to the virtue of its unreasonably onerous nature, the provision in question will in any even be given a meaning that corresponds as closely as possible to the original intension and tenor so that the provision can be invoked regardless.

15.3 If these Terms and Conditions and the Engagement contain conflicting conditions or provisions, the provisions and/or conditions of the Engagement will prevail and will be considered the ruling provision. Leaving and deviating from these Terms and Conditions can only arise in the event a written agreement of service provision to you.

16.1 Neither party will employ persons who are or were involved in the performance and services rendered under the Engagement on behalf of the other party or conduct negotiations with such persons about employment other than in consultation with the other party during the execution of the Engagement and within one year of termination or ending of the Engagement.

16.2 In the event that the ban specified in Article 13.1 is not observed by either party, and a party decides to employ any quantity of persons who were involved in the execution of the Engagement on behalf of the other party, the party undertaking the recruitment will pay the other party at least the cost of recruitment that the latter incurs in the recruitment of a replacement.

17.1 All Engagements contracted between the parties to the Engagement and the negotiations of these Engagements will be governed by the laws of the Cayman Islands. Any disputes between the parties relating to the Engagements contracted between them shall in the first instance be referred to the competent Court in the Cayman Islands.

YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND CONDITIONS, UNDERSTAND THE TERMS AND CONDITIONS, AND WILL BE BOUND BY THESE TERMS AND CONDITIONS. YOU FURTHER ACKNOWLEDGE THAT THESE TERMS AND CONDITIONS TOGETHER WITH THE PRIVACY POLICY AT WWW.AMMERIS.COM REPRESENT THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US AND THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.