OTTO CORPORATE SERVICES

1.1 Definitions:

• "Otto" refers to Otto Corporate Services Limited, a BVI registered agent with Class III Trust License No. CIIIL45926, Otto Corporate Services (HK) Limited, a Hong Kong corporate services provider with TCSP License No. TC010640, and its associated group companies.
• "Entity" refers to the company, limited partnership, or foundation for which the Services are provided.
• "Principal" refers to the Ultimate Beneficial Owner (UBO) or the individual/legal person instructing Otto.
• "Client" refers to the Principal and the Entity collectively.
• "Services" refers to registered agent, registered office, company secretarial and other administrative services provided by Otto.

1.2 Acceptance:

These Terms constitute a legally binding agreement. No signature is required. The Client's acceptance is confirmed by:

• The payment of any invoice issued by Otto; or
• The provision of written instructions to Otto to provide Services.

2.1 Appointment:

The Client appoints Otto to provide Services through its directors, officers, and employees. Otto may, at its discretion, use affiliates or third-party providers to perform part of the Services.

2.2 Compliance Modifications:

Otto may, with notification to the Client, take any action or make changes to the Services necessary to keep the Entity in compliance with the laws of the British Virgin Islands (BVI), Hong Kong SAR or other relevant jurisdictions.

2.3 Persons Purporting to Act ("PPTA"):

The Client shall designate one or more PPTAs and authorise him or her to communicate instructions. In accordance with anti-money laundering regulations in BVI, Hong Kong SAR and any other jurisdictions where Otto may operate, Otto will verify the identity and authority of each PPTA. Otto is entitled to rely on any instruction received from the PPTA without further verification. Otto shall not be liable for any loss resulting from acting on instructions that appear to be genuine.

2.4 Nature of Services:

Otto provides professional services and does not offer physical delivery of goods.

3.1 Joint Liability:

The Principal and the Entity are jointly and severally liable for the payment of all fees, disbursements, and taxes.

3.2 Payment Terms:

Annual Service fees are payable in advance of each service period. Invoices are due and payable within thirty (30) calendar days, unless otherwise specified on the invoice.

3.3 Late Payments:

Any overdue amount shall bear interest at a rate of 1.5% per month. Should fees remain unpaid for more than thirty (30) days, Otto reserves the right to suspend Services or resign as Registered Agent, subject to any mandatory notice periods required by the BVI Business Companies Act.

3.4 Refund Policy:

All fees paid for Services are non-refundable.

4.1 KYC Requirements:

The Client acknowledges that Otto is legally required to perform Customer Due Diligence (CDD) under BVI Anti-Money Laundering regulations. The Client warrants they will provide all requested documents, including:

• Certified proof of identity and address for all UBOs and Directors;
• Information regarding the Source of Wealth and Source of Funds;
• Up-to-date registers of members, directors and beneficial owners;
• An annual financial return; and
• Any other information that may reasonably be requested for compliance purposes.

4.2 Ongoing Monitoring:

The Client must immediately notify Otto of any changes in beneficial ownership, management, or business activity. Failure to provide updated CDD information is grounds for immediate termination of Services.

6.1 Indemnity:

The Client shall indemnify and hold harmless Otto, its affiliates, directors, employees and agents from and against all claims, actions, costs (including legal) and liabilities arising out of or relating to these Terms and Conditions and the Services provided to the Client and the Client's Entity, except in the case of Otto's own fraud, wilful misconduct or gross negligence.

6.2 Exclusion:

In no event shall Otto be liable for consequential, incidental, or punitive damages, or for loss of profits.

7.1 Confidentiality:

Otto will keep Client information confidential, except:

• Where disclosure is required by BVI law or a court order.
• Where disclosure is required to be made to regulatory authorities (e.g., BVI FSC, BVI ITA, HK Companies Registry).
• To professional advisors or subcontractors bound by confidentiality.

7.2 Data Protection:

Otto processes personal data in accordance with BVI Data Protection Act and the Hong Kong Personal Data (Privacy) Ordinance ("PDPO")

• Direct Marketing: Otto will not use Client data for direct marketing without explicit consent.
• Access Rights: Data subjects have the right to request access to and correction of their personal data held by Otto.

8.1 Right to Decline or Discontinue Services:

Otto reserves the right, at its sole discretion, to refuse or discontinue providing Services to any Client or Entity at any time. This includes, without limitation, circumstances where due diligence requirements are not met, information is incomplete or unsatisfactory, legal and regulatory concerns arise, or the relationship is no longer deemed appropriate. Otto shall be under no obligation to provide reasons for its decision and shall not be liable for any loss or inconvenience resulting from the refusal or discontinuation of Services.

8.2 Immediate Termination:

Subject to any mandatory notice periods required by the BVI Business Companies Act, Otto may terminate Services or resign as Registered Agent immediately if:

• The Client breaches AML/KYC requirements.
• The Client fails to pay fees after a 30-day default period.
• The Entity is involved in any criminal investigation or regulatory breach.

8.3 Consequences:

Upon termination, Otto will assist in the transfer of the Entity to a new agent provided all outstanding fees are paid. If no new agent is appointed, Otto reserves the right to resign and notify the BVI Registrar of Companies.

8.4 Records Retention:

After termination of the provision of the Services, Otto is required to retain all documents belonging to the Entity, whether as originals or copies, and Otto will keep all such documents for so long as may be necessary and as may be required by local laws from the date of termination. Otto typically retains documents for five (5) years after termination.

9.1 Right to Raise a Complaint:

Clients may raise concerns or complaints regarding any aspect of the service provided by the Registered Agent, including service quality, timeliness, communication, fees, or the conduct of the employees or representatives.

9.2 How to Submit a Complaint:

Complaints should be submitted in writing by email or letter to the Registered Agent. The complaint should include sufficient detail to allow proper assessment, including relevant dates, persons involved, and any supporting documents.

9.3 Acknowledgement of Receipt:

The Registered Agent will acknowledge receipt of the complaint within five (5) business days and shall provide the name, job title and contact details of the individual responsible for managing the review.

9.4 Investigation and Response:

The Registered Agent will conduct a fair, timely and impartial investigation of the complaint. A substantive response will be provided following the investigation of the complaint.

9.5 Escalation Process:

If the client is still dissatisfied with the outcome, the matter may be escalated to the Financial Services Commission (FSC) for redress.

10.1 Governing Law:

These Terms shall be governed by and construed in accordance with the laws of the British Virgin Islands. In cases where Services are provided specifically by Otto HK, the laws of Hong Kong SAR shall apply to the provision of those specific Services.

10.2 Dispute Resolution:

Any dispute arising from these Terms or the Services shall be resolved by final and binding arbitration.

• Location: If the dispute relates to Services provided by Otto BVI, the arbitration will be held at the BVI International Arbitration Centre (BVI IAC). If it relates to Services provided by Otto HK, it will be held at the Hong Kong International Arbitration Centre (HKIAC).
• Election Right: If Services were provided by both Otto BVI and Otto HK, Otto reserves the right to elect the location of arbitration.
• Process: The arbitration will be conducted in English before a single arbitrator using the standard rules of the chosen centre. The arbitrator's decision will be final and can be enforced in any court with jurisdiction.

10.3 Variation and Publication:

Otto reserves the right to vary these Terms and Conditions from time to time including during the course of the provision of Services. Where we do vary these Terms and Conditions in the course of our providing Services to you, we shall use reasonable efforts to draw such variations to your attention by posting the updated version on our website or by notifying the Client via email. Continued use of the Services after such notification constitutes acceptance of the amended Terms.

10.4 Severability:

If any provision of these Terms is found to be unenforceable, the remaining provisions shall remain in full force and effect.