IFA TERMS OF BUSINESS

These terms of business (“Terms”) apply to all business undertaken by Central Corporate Services Limited in the Cayman Islands, and we will take your continuing instructions in any matter as your acceptance of these Terms. These Terms, together with any engagement letter which is in effect between you and us, if any, are together referred to as the “Retainer” and constitute the entire agreement between you and us, hereby superseding any previous agreement between you and us. These Terms will apply whether or not you have signed an engagement letter, although in the event of conflict between these Terms and any engagement letter which is in effect between you and us, the engagement letter shall prevail to the extent of any conflict.

The references in these Terms to “Central Corporate Services Limited,” “we,” and “us” mean Central Corporate Services Limited, a limited liability company established under the laws of the Cayman Islands.

We aim to provide you with sound, practical and prompt financial advice and service.

We follow the six-step financial planning process and abide by local regulations and laws, also adhering to the Financial Planning Institute's CFP® Professionals Code of Ethics and Policies, as authorised by the Financial Planning Standards Board.

We do not engage in buying, selling, subscribing, or underwriting securities. We provide independent professional financial advisory services and recommendations without separate remuneration from the end user/client.

We will at all times do our best to comply with your instructions, even where these are contrary to our recommendations, unless we feel it would be unlawful, improper or unethical to do so, or inconsistent with maintaining a proper working relationship with you.

No opinion, suggestion or comment, written or oral given by us in relation to the laws of any jurisdiction other than the Cayman Islands or in relation to any non-financial matter may be relied upon by you.

We reserve the right at our absolute discretion to allocate and re-allocate work to such member(s) of staff or any member of Central Corporate Services as we deem appropriate due to the nature of the matter, business requirements or staff absences.

We shall not be held liable for any delay or failure to fulfill our obligations to you as a result of causes beyond our reasonable control. Such causes include, but are not limited to, fire, floods, hurricanes, tropical storms, typhoons, acts of God, acts and regulations of any governmental or supranational authority, wars, riots, strikes, lockouts and industrial disputes.

Our financial advice is based on our understanding and interpretation of the laws and regulatory framework in force in the Cayman Islands at the time the advice is provided. Our Financial Advice is also based on various assumptions including those relating to inflation, investment returns, risk, life expectancy, and various other metrics. We are under no obligation to update that advice in light of subsequent legal or regulatory changes unless you specifically instruct us to do so in writing. You should be aware that such changes may impact the relevance, accuracy or suitability of any advice previously provided. We accept no responsibility for any consequences arising from changes in law or regulation, or any changes in assumptions relating to interest rates, inflation or investment risk and returns that occur after the date our advice is delivered.

Unless expressly stated otherwise, our financial advice does not consider the laws or regulatory requirements of any jurisdiction other than the Cayman Islands. If you require advice that takes into account the laws of another country, you should seek guidance from a qualified advisor licensed in that jurisdiction. We expressly disclaim any liability for the use of our advice in a cross-border or multi-jurisdictional context without such independent consultation.

  1.1 Definitions

In this Agreement the following words and phrases shall, unless the context otherwise requires, have the following meanings:

Authorised Representatives means the persons respectively designated   as such by the Service Provider as set out in Part A of the schedule

CIMA means the Cayman Islands Monetary Authority

Change Control Procedure means the procedure set out in clause  7

Change Request has the meaning ascribed to it in clause 7

Change Order has the meaning ascribed to it in clause 7

DPA Data Protection Act 2021 and the associated data protection regulations in force in the Cayman Islands from time to time

Dispute Resolution Procedure means the procedure set out in clause 32

Effective Date means the date set out in Part B of the schedule

Implementation Plan means the implementation plan as set out in Appendix 2

Month means a calendar month and ‘monthly’ shall be construed accordingly

Personal Data means data relating to a living individual who can be identified and includes data such as —

(a) the living individual’s location, online identifier or one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of the living individual;

(b) an expression of opinion about the living individual; or

(c) any indication of the intentions of the data controller or any other person in respect of the living individual

Required Service Level means in respect of any Service in any period means the standard of performance referred to in clause 2.2 in the provision of that Service in the period in question

Services means the services to be provided by the Service Provider to the Client as set out in Appendix 1

Service Charges means the charges levied by the Service Provider for the Services in accordance with the tariffs, scales, charges, invoicing methods and terms of payment as set out in Appendix 3

Service Manager means the individual appointed by the   Service Provider pursuant to clause 8 and as set out in Part C of the schedule

1.2 Interpretation

In this Agreement unless the context otherwise requires:

1.2.1 words importing any gender include every gender;

1.2.2 words importing the singular number include the plural number and vice versa;

1.2.3 words importing persons include firms, companies and corporations and vice versa;

1.2.4 references to numbered clauses, schedules and annexes are references to the relevant clause in or schedule or annex to this Agreement;

1.2.5 reference in any schedule or annex to this Agreement to numbered paragraphs relate to the numbered paragraphs of that schedule or annex;

1.2.6 the headings to the clauses, schedules, annexes and paragraphs of this Agreement will not affect the interpretation;

1.2.7 any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or byelaw made under that enactment;

1.2.8 any obligation on any party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;

1.2.9 any party who agrees to do something will be deemed to fulfil that obligation if that party procures that it is done;

in the case of conflict or ambiguity between any provision contained in the body of this Agreement and any provision contained in any Schedule or Annex, the provision in the body of this Agreement shall take precedence

 2.1 The Service Provider will provide the Services to the Client with effect from the Effective Date for the duration of this Agreement in accordance with the provisions of this Agreement.

2.2 The service levels to be obtained by the Service Provider in supplying the Services to the Client shall be in accordance with the Service level statement set out in Appendix 1.

2.3 The Service Provider agrees to provide the Services in accordance with the Implementation Plan, provided always that the Implementation Plan shall be amended to the extent reasonably necessary in order to reflect:

2.3.1 any breach of any obligations of the Client under this Agreement and/or negligence by it; and/or

2.3.2 any cause of delay which was beyond the reasonable control of the Service Provider.

2.4 The Service Provider shall keep records of the service levels achieved for the Services it is providing to the Client for each 3-month period throughout this Agreement and provide copies of such records to the Client on request.

2.5 In the event that the service levels achieved by the Service Provider fall short of the Required Service Level in any 12-month period or the goals set out in the Implementation Plan are not achieved, the provisions of clause 7.2 shall apply.

3.1 The Service Provider will provide the Services with reasonable skill and care in accordance with relevant industry best practice.

3.2 In the provision of the Services, the Service Provider shall use personnel who possess a degree of skill and experience which is appropriate to the tasks to which they are allotted and who shall perform those tasks in a professional manner.

4.1 The Client undertakes throughout the term of this Agreement to provide the Service Provider with all assistance, materials and accurate information for the purposes of enabling the Service Provider to provide the Services.

4.2 The Client warrants that all data and other information provided by it shall not be obscene, defamatory or likely to result in any claim being made against the Service Provider by any third party.

5.1 In consideration of the provision of the Services by the Service Provider, the Client shall pay the Service Provider the Service Charges without any set-off, counterclaim or other deduction whatsoever.

5.2 The Service Charges shall be invoiced to the Client monthly in arrears. Each invoice shall be paid by the Client within 30 days of the Client’s receipt of such invoice.

5.3 Any additional Service Charges shall be invoiced by the Service Provider to the Client monthly in arrears accompanied by any substantiating documentation which may be reasonably required by the Client.

5.4 All Service Charges and payments to be made by the Client under this Agreement are stated exclusive of disbursements which shall additionally be paid by the Client where relevant.

5.5 All Service Charges are exclusive of the Service Provider’s reasonable expenses incurred in connection with the provision of the Services which shall be payable by the Client in addition.

5.6 If the Client fails to make any payment (which is not the subject of a bona fide dispute) due to the Service Provider in full within 14 days of the due date and has failed to give a reasonable written explanation for such failure to the Service Provider, then, without prejudice to any other right or remedy, the Service Provider shall be entitled to:

5.6.1 suspend performance of any Services until all sums due to the Service Provider have been paid in full (but only after having given written notice to Client of its intention so to do);

5.6.2 charge the Client interest (both before and after any judgment) on any unpaid amount at the rate of 3% above the base rate of Butterfield Bank (Cayman) Limited from time to time from the due date until the actual date of receipt of such amount by the Service Provider; and/or

5.6.3 charge the Client for any costs incurred in obtaining (or attempting to obtain) payment of any unpaid amounts including, without limitation, reasonable legal fees and bank charges.

5.7 The Service Provider reserves the right, by giving notice to the Client at any time before performance of the relevant Services to increase the price of such Services to reflect any increase in the cost to the Service Provider which is due to an act or omission of the Client including but not limited to any change in the date for the performance of Services or any delay caused by any instructions of the Client or failure by the Client to give the Service Provider adequate information or instructions.

6.1 The Service Provider shall provide quarterly performance reports to the Client in accordance with the Service Level statement set out in Appendix 1.

6.2 In the event that the parties are unable to agree on the cause of the failure to reach the Required Service Level or the extent to which the Required Service Levels may be adjusted, the matter shall be reverted to an expert for determination in accordance with the Dispute Resolution Procedure.

7.1 For the purposes of this Agreement a Change Request is:

7.1.1 a request to change (including to cease) any service or add new services to the Services; or

7.1.2 a request to amend this Agreement or any document attached to it or referred to in this Agreement; or

7.1.3 any proposal which causes or is likely to cause the Client to incur costs or charges outside the scope of the Service Charges.

A Change Request shall become a Change Order when the requirements of the Change Control Procedure have been satisfied and the Change Request is signed by the Authorised Representative and the Client to signify their approval of the change.

7.2 Change Requests may be originated either by the Client or by the Service Provider.

7.3 Where the Service Provider originates a Change Request it shall provide, with the Change Request, details of the impact which the proposed change will have upon the Services; the Implementation Plan; the Required Service Levels; any systems or operations of the Client which communicate with, or are otherwise affected by the Services; the Service Charges; and the other terms of this Agreement.

7.4 Where the Client originates a Change Request, the Service Provider shall provide the Client, within 21 days of receiving the Change Request, details of the impact which the proposed change will have upon the Services; the Implementation Plan; the Required Service Levels; any systems or operations of the Client which communicate with, or are otherwise affected by the Services; the Service Charges; and the other terms of this Agreement.

7.5 Except where otherwise stated in this Agreement, neither party shall be obliged to agree a Change Request originated by the other.

7.6 The costs of implementing a Change Order shall be borne as set out in the Change Order.

7.7 The Service Provider shall be entitled to charge the Client for work undertaken by the Service Provider in analysing the effect of any proposed Change Request. Where the Service Provider wishes to make a charge for carrying out such analysis, it will first notify the Client in writing, in order to allow the Client to choose whether or not to authorise the Service Provider to proceed with the analysis of the requested change.

7.8 The Service Provider reserves the right at any time without notifying the Client to make changes to any Services which are necessary to comply with any applicable safety or other statutory requirement provided that such variation does not materially affect the quality or performance anticipated by the Client.

8.1 The Service Provider will appoint a Service Manager to deal with any Change Control Procedure. The first appointee is set out in Part C of the schedule. The Service Provider shall not change its Service Manager without prior consultation with the Client.

8.2 The Service Manager shall meet annually with the Client to review the performance of the Implementation Plan and the Services provided under this Agreement and any changes required.

This Agreement shall commence on the Effective Date and shall, subject to prior termination provided for under this Agreement, continue for an initial period of 12 months and from year to year thereafter indefinitely, unless terminated by either party upon giving 3 months’ prior written notice of termination of the Agreement, such notice to expire on, or at any time after, the expiration of the initial period of 12 months.

10.1 Except as expressly provided, each party (the Receiving Party and the Disclosing Party as the context requires) undertakes to treat as confidential and keep secret all information of the other party marked ‘confidential’ or which may reasonably be supposed to be confidential that is disclosed by the Disclosing Party to the Receiving Party during the negotiations or the performance of this Agreement (the Information). If the Disclosing Party is the Client, the Information includes, without limitation, information contained or embodied in the Client ID and the deliverables. The Receiving Party shall protect the Information with the same degree of care as it employs with regard to its own confidential information of a like nature and in any event in accordance with best current commercial security practices, provided that, this clause shall not extend to any Information which was rightfully in the possession of either party prior to the commencement of the negotiations leading to this Agreement or which is already public knowledge or becomes so at a future date (otherwise than as a result of a breach of this clause).

10.2 The Receiving Party shall not without the prior written consent of the Disclosing Party disclose any part of the Information to any person except:

10.2.1 to its employees who need to know the same; and

10.2.2 to its auditors and accountants, a court of competent jurisdiction, a governmental body or applicable regulatory authority and any other persons or bodies having a right duty or obligation to know the business of the Receiving Party and then only in pursuance of such right duty or obligation.

10.3 The Receiving Party undertakes to ensure that persons and bodies referred to in clause 10.2 are made aware before the disclosure of any part of the Information that the same is confidential and that they owe a duty of confidence to the Disclosing Party.

10.4 The Receiving Party shall promptly notify the Disclosing Party if it becomes aware of any breach of confidence by any person to whom it discloses all or any part of the Information and shall give the Disclosing Party all reasonable assistance in connection with any proceedings which the Disclosing Party may institute against such person for breach of confidence.

10.5 Clause 10 shall remain in full force and effect notwithstanding any termination of this Agreement.

10.6 Provided that it is not in breach of the confidentiality obligations set out above, the Service Provider may refer to and publicise its involvement with the Client, but only with the Client’s prior written approval in relation to each publication.

Both parties will comply with all applicable laws, rules and regulations in respect of all activities conducted under this Agreement.

The Service Provider shall not be liable to the Client or be deemed to be in breach of its warranties or obligations under any provision in this Agreement:

12.1 for any delay in performing or failure to perform the Service Provider’s obligations to the extent that such delay or failure was due to a failure by the Client to perform its obligations under this Agreement or if delay results from a failure by the Client to comply with reasonable requests by the Service Provider for instructions information or action required by it to perform its obligations within a reasonable time limit; or

12.2 for the consequences of any acts or omissions of the Client or any third party engaged by or on behalf of the Client (other than third party sub-contractors or suppliers selected by the Service Provider); or

12.3 if the Client is in default of any of its payment obligations under this Agreement.

13.1 The Service Provider shall, during the term of this Agreement, maintain professional negligence insurance cover in respect of its liabilities arising out of or connected with this Agreement, such professional negligence cover to be to a minimum value of US$500,000 and with a reputable insurance company.

13.2 Except in respect of claims for death or personal injury arising from the Service Provider’s negligence, in no event shall the Service Provider be liable for any damages resulting from loss of data or use, lost profits, loss of anticipated savings, nor for any damages that are an indirect or secondary consequence of any act or omission of the Service Provider whether such damages were reasonably foreseeable or actually foreseen, or if the Service Provider has been advised of the possibility that such damages might occur.

13.3 Except as provided above in the case of personal injury, death, and damage to tangible property, the Service Provider’s maximum liability to the Client under this Agreement or otherwise for any cause whatsoever (whether in the form of the additional cost of remedial services or otherwise) shall be for direct costs and damages only and will be limited to the sum equivalent to the price paid to the Service Provider under this Agreement for the Services that are the subject of the Client’s claim, plus damages limited to 25% of the same amount for any additional costs directly, reasonably and necessarily incurred by the Client in obtaining alternative services up to the limit the Service Provider carries professional negligence insurance cover pursuant to clause 13.1 regardless of whether such insurance covers the claim giving rise to the liability.

13.4 The parties acknowledge and agree that the limitations contained in this clause 13 are reasonable in the light of all the circumstances.

13.5 For the purposes of this clause, ‘Service Provider’ includes its employees, sub-contractors and suppliers who shall all have the benefit of the limits and exclusions of liability set out above in terms of the Contracts (Rights of Third Parties) Act 2014. Nothing in this Agreement shall exclude or limit liability for fraudulent misrepresentation.

14.1 The Service Provider undertakes to the Client that it will comply with obligations equivalent to the obligations of a ‘data controller’ and a ‘data processor’ under the provisions of the DPA.

14.2 The Service Provider:

14.2.1 warrants to the Client that it has appropriate technical and organisational measures in place against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data held or processed by it and that it has taken reasonable steps to ensure the reliability of any of its staff who have access to personal data processed in connected with this Agreement; and

14.2.2 undertake that it will act only on the instructions of the Client in relation to the processing of any Personal Data as contained in or, in connection with, this Agreement and/or as required by laws and regulations in place from time to time.

14.3 The Client by entry into this Agreement consents to the use and process of its Personal Data by the Service Provider in order for the Service Provider to perform the Services and consents to its Personal Data being shared with affiliates and contractors of the Service Provider provided the affiliates and contractors of the Service Provider confirm that they will protect the Client’s Personal Data on the same terms as contained in this Agreement.

14.4 The obligations set out in this clause shall remain in force notwithstanding termination of this Agreement.

Subject to the Dispute Resolution Procedure, this Agreement may be terminated for cause in the following circumstances:

15.1 by either the Client or the Service Provider with immediate effect from service on the other party of written notice if the other party is in breach of any material obligation under this Agreement and, if the breach is capable of remedy, that party has failed to remedy such breach within 30 days of receipt of notice so to do (or within 7 days of receipt of such notice in respect of breach of payment obligations by the Client);

15.2 by either party with immediate effect from the date of service on the other of written notice if a resolution is passed or an order is made for the winding up of the other (otherwise than for the purpose of solvent amalgamation or reconstruction) or the other becomes subject to an administration order or a receiver or administrative receiver is appointed over or an encumbrancer takes possession of any of the other’s property; or

15.3 by either party with immediate effect from the date of service on the other of written notice if the other party ceases or threatens to cease to carry on business in the Cayman Islands.

16.1 If this Agreement is terminated in whole or in part for any reason the Service Provider shall, subject to payment of its reasonable fees, co-operate fully with the Client to ensure an orderly migration of the Services or replacement services to the Client or, at the Client’s request, a new service provider.

16.2 Forthwith on termination of this Agreement, the Service Provider shall return to the Client all materials, assets and other information provided to the Service Provider, or if requested by the Client, the Service Provider shall destroy the same (in the case of any software erasing it from the media on which it is stored) and certify in writing to the Client that the same has been destroyed.

16.3 Any termination of this Agreement (however occasioned) shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision of this Agreement which is expressly or by implication intended to come into or continue in force on or after termination.

17.1 Neither party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that party (Force Majeure event). In the event that a Force Majeure event continues for a continuous period of more than 6 months, the non-affected party may terminate this Agreement by written notice to the other party.

18.1 All notices under this Agreement shall be in writing and must be in English and shall be delivered personally or sent by first class mail or air mail or by email (confirmed by first class mail or air mail).

18.2 Notices shall be deemed to have been duly given:

18.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or

18.2.2 when sent, if transmitted email and a return receipt is generated; or

18.2.3 5 business days after the day of posting in the case of inland first-class mail; or

18.2.4 7 business days after the date of posting in the case of air mail,

in each case addressed to the most recent address notified to the other party.

Unless a Client expressly waives its rights in writing, no delay, neglect or forbearance by either party in enforcing against the other party any term or condition of this Agreement shall either be or be deemed to be a waiver or in any way prejudice any right of that party under this Agreement. No right, power or remedy in this Agreement conferred upon or reserved for either party is exclusive of any other right, power or remedy available to that party.

Subject to the specific limitations set out in this Agreement, no remedy conferred by any provision of this Agreement is intended to be exclusive of any other remedy except as expressly provided for in this Agreement and each and every remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or existing at law or in equity by statute or otherwise.

This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary or other relationship between the parties other than the contractual relationship expressly provided for in this Agreement.

With the prior written consent of the Client (such consent not to be unreasonably withheld or delayed) the Service Provider may perform any or all of its obligations under this Agreement through agents or sub-contractors, provided that the Service Provider shall remain liable for such performance and shall indemnify the Client against any loss or damage suffered by the Client arising from any act or omission of such agents or sub-contractors.

23.1 This Agreement is personal to the parties and, subject to clause 23.2, neither this Agreement nor any rights, licences or obligations under it may be assigned by either party without the prior written approval of the other party.

23.2 Notwithstanding the foregoing, the Service Provider may assign this Agreement to any entity controlled by, that controls, or is under common control with the Service Provider or any successor of the Service Provider. Any attempted assignment in violation of this clause will be void and without effect.

23.3 This Agreement shall be binding upon, and inure to the benefit of, the parties and their respective successors and permitted assignees, and references to a party in this Agreement shall include its successors and permitted assignees.

23.4 In this Agreement references to a party include references to a person:

23.4.1 who for the time being is entitled (by assignment, novation or otherwise) to that party’s rights under this Agreement (or any interest in those rights); or

23.4.2 who, as administrator, liquidator or otherwise, is entitled to exercise those rights.

The Client covenants with the Service Provider that it shall not either during the term of this Agreement or within a period of 6 months thereafter directly or indirectly entice away or endeavour to entice away from the Service Provider any person who has during the previous 12 months been employed by the Service Provider to provide Services in connection with this Agreement.

Each party shall bear its own legal costs and other costs and expenses arising in connection with the drafting, negotiation, execution and registration (if applicable) of this Agreement.

Where either party has incurred any liability to the other party, whether under this Agreement or otherwise, and whether such liability is liquidated or unliquidated, each party may set off the amount of such liability against any sum that would otherwise be due to the other party under this Agreement.

This Agreement is made only in the English language. If there is any conflict in the meaning between the English language version of this Agreement and any version or translation of it in any other language, the English language version shall prevail.

This Agreement supersedes all prior agreements, arrangements and undertakings between the parties and constitutes the entire agreement between the parties relating to its subject matter. The parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement.

This Agreement may not be released, discharged, supplemented, interpreted, amended, varied or modified in any manner except by an instrument in writing signed by a duly authorised officer or representative of each of the parties.

If any provision of this Agreement is or becomes prohibited by law or is judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement the remainder of this Agreement.

Without prejudice to any right or remedy of a third party which exists or is available apart from the Contracts (Rights of Third Parties) Act 2014 except as provided in clause 13.5, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 2014 to enforce any term of this Agreement. The parties to this Agreement do not require the consent of any third party to terminate, rescind, or agree to any variation, waiver or settlement in relation to it.

32.1 The parties agree that the place of performance of this Agreement is the Cayman Islands. This Agreement and all matters arising from it and any dispute resolutions referred to below shall be governed by and construed in accordance with Cayman Islands law notwithstanding the conflict of law provisions and other mandatory legal provisions except that:

32.1.1 either party shall have the right to sue to recover its fees in any jurisdiction in which the other party is operating or has assets; and

32.1.2 either party shall have the right to sue for breach of its proprietary information (whether in connection with this Agreement or otherwise) in any country where it believes that infringement or a breach of this Agreement relating to proprietary information might be taking place.

32.2 Where there is a complaint by the Client, the Client shall notify the Service Provider in writing of the nature of the complaint with as much detail as possible about the deficient performance of the Service Provider. A representative from senior management of the Service Provider (representative) shall meet in person or communicate by telephone within 5 business days of the date of the written notification in order to reach an agreement about the nature of the deficiency and the corrective action to be taken by the Service Provider. The representative shall produce a report about the nature of the dispute in detail to the Service Provider and if no agreement is reached on corrective action, then the chief executive of the Service Provider shall meet in person or communicate by telephone, to facilitate an agreement within 5 business days of written notice. If the dispute cannot be resolved within a further 5 business days or if the agreed completion dates in any written plan of corrective action are exceeded, the Client may seek its legal remedies as provided below.

32.3 If the parties cannot resolve a dispute in accordance with the procedure in clause 32.2, then they shall seek to resolve the dispute or difference amicably by using an Alternative Dispute Resolution (ADR) procedure acceptable to both parties before pursuing any other remedies available to them. If either party fails or refuses to agree to or participate in the ADR procedure or if in any event the dispute or difference is not resolved to the satisfaction of both parties within 90 days after it has arisen or any other time period as agreed between the parties in writing, the matter shall be determined in accordance with the procedure below.

32.4 If the parties cannot resolve the dispute by the procedure set out above, the parties shall irrevocably submit to the exclusive jurisdiction of the courts of the Cayman Islands for the purposes of hearing and determining any dispute arising out of this Agreement.

32.5 While the dispute resolution procedure above is in progress and one party has an obligation to make a payment to the other party or to allow a credit in respect of such payment, the sum relating to the matter in dispute shall be paid into an interest bearing deposit account to be held in the names of the relevant parties at a clearing bank and such payment shall be a good discharge of the parties’ payment obligations under this Agreement. Following resolution of the dispute, whether by mediation or legal proceedings, the sum held in such account shall be payable as determined in accordance with the mediation or legal proceedings, and the interest accrued shall be allocated between the parties pro rata according to the split of the principal sum as between the parties.

This Agreement may be executed by the parties in any number of counterparts but shall not take effect until each of the parties has executed at least one counterpart. Each counterpart when executed shall be an original, and the executed counterparts taken together shall constitute one and the same agreement.