Company in a Box Terms and Conditions of Business

1. Introduction

1.1 These Terms of Business (“Terms”) govern the provision of the Company in a Box (“CIAB”) service by Artemis Trustees Limited (“Artemis”, “we”, “us”) to residents of the Bailiwick of Guernsey (“Client”, “you”).

1.2 The CIAB service provides a streamlined, cost-effective company incorporation and registration solution. It is designed for standard incorporations only and does not cover complex structuring, bespoke arrangements, or regulated activities.

1.3 By instructing Artemis to proceed with the CIAB service, you are deemed to have accepted these Terms, whether or not a separate Letter of Engagement is signed.

2. Scope of Services (the “Services”)

2.1 Artemis will provide:

a) Incorporation of a standard non-cellular Guernsey company limited by shares.

b) Initial director and shareholder appointment with the Guernsey Registry.

c) Standard constitutional documents.

2.2 Services outside this scope (e.g. bespoke articles, ongoing administration, regulated entity setup etc.) are not included. If required, these may be provided under a separate engagement and fee arrangement.

3. Client's obligations

3.1 In consideration for Artemis providing the Services, the Client shall:

(a) provide Artemis with such information as it may require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

(b) confirm that they are resident in the Bailiwick of Guernsey;

3.2 If you fail to provide information or instructions in a timely manner, Artemis may suspend or terminate the CIAB service and shall not be liable for any delay or loss arising.

4. Fees and payment

4.1 The CIAB service is offered on a fixed fee basis. A current fee schedule is available on request.

4.2 Fees are payable in advance of incorporation. Artemis will not proceed until cleared funds are received.

4.3 All amounts must be paid in full, free of set-off or deduction.

5. Intellectual property rights

5.1 All copyright and any other intellectual property rights in everything developed, designed or created in the provision of the Services shall be retained by Artemis.

6. Data protection

6.1 In performing the Services, Artemis may from time-to-time process (including but not limited to collecting, storing and using) personal data to the extent permitted by law. In doing so, the processing of personal data by Artemis shall be in accordance with Artemis’ Statement of Data Protection and Privacy Policies, a copy of which is available at www.artemisci.com.

6.2 Artemis will retain personal data for a maximum of six years post-termination of services, unless otherwise mandated by law or regulation. Clients may exercise their rights to access, rectify, or erase data by contacting Artemis' Data Protection team.

7. Delegation

7.1 Artemis reserves the right to delegate the provision of whole or part of the Services to agents or other delegates. Such delegation will be in accordance with any applicable laws.

7.2 Artemis remains fully accountable for all outsourced activities. Regular monitoring and performance reviews of outsourced providers will be conducted to ensure alignment with regulatory obligations.

7.3 To the extent permitted by law, neither Artemis, its employees or any representative shall be liable for any loss caused to any person by an agent or delegate.

8. Limitation of liability

8.1 Nothing in these Terms limits any liability of Artemis which cannot legally be limited, including:

(a) death by personal injury caused by its negligence;

(b) fraud or fraudulent misrepresentation;

(d) gross negligence.

8.2 Artemis, its employees or any representative shall not be liable for any loss or damage suffered by the Client arising directly or indirectly:

(a) out of anything done or omitted to be done in the performance of the Services;

(b) as result of acting on requests or instructions from the Client or any third party in connection with the Services; and

(c) as a result of a failure or delay in the performance of the Services which is beyond the reasonable control of Artemis.

8.3 References to liability in this clause 8 include every kind of liability arising under or in connection with the Terms including liability in contract, tort (including negligence), misrepresentation or otherwise.

8.4 Nothing in this clause 8 shall limit the Client's payment obligations under the Terms.

8.5 Subject to clause 8.1 (Liabilities which cannot legally be limited), this clause 8.5 sets out the types of loss that are wholly excluded:

(a) loss of profits, business, contract or goodwill

(b) indirect or consequential loss, or

8.6 The aggregate liability in respect of all claims against Artemis, its employees and representatives in connection with the provision of the CIAB service shall not exceed the fee paid for that service.

9. Termination

9.1 Either party may terminate the engagement prior to incorporation by written notice.

9.2 If you terminate after payment but before incorporation, Artemis may retain the fee to cover work already performed.

9.3 Artemis may terminate immediately if:

(a) You fail to provide required due diligence information;

(b) There is a reasonable suspicion of unlawful purpose or breach of regulation; or

(c) Payment is not received in cleared funds from a bank or branch of a bank that is regulated in Guernsey or in an Appendix C country as defined by the GFSC.

10. Complaints

Artemis is committed to providing its clients with an excellent and professional service. If a client is dissatisfied with the service that they are receiving they should, in the first instance, contact the staff responsible for their affairs. If matters are still unresolved, the Client should refer to the Complaints Policy as published on www.artemisci.com.

11. Force majeure

Artemis shall not be liable for any failure to perform or delay in performance of any of its obligations under these Terms caused by circumstances beyond its reasonable control.

12. Legal and Regulatory Compliance

12.1 Compliance with Legal and Regulatory Obligations: Artemis is committed to complying with all applicable laws and regulations related to financial transactions and the management of assets. In the course of providing services, Artemis may be required to take actions, including but not limited to, seeking direction from relevant authorities before proceeding with certain transactions or activities, in order to ensure compliance with such legal and regulatory requirements.

12.2 Action in Accordance with Legal Requirements: In the event that Artemis identifies circumstances requiring further scrutiny or review in accordance with applicable laws or regulatory obligations, Artemis reserves the right to take necessary actions, including delaying or deferring any transaction, until such time as appropriate direction or confirmation is obtained from the relevant authorities.

12.3 Disclosure: Artemis is obliged to treat all matters involving legal or regulatory reviews with the utmost confidentiality. We will not disclose any details regarding the delay or deferral of any transaction or the reasons for taking such action, unless required to do so by law or in response to a lawful direction from the relevant authorities.

12.4 Clients’ Responsibilities: The Client acknowledges and agrees that Artemis may be required to take actions to comply with legal and regulatory obligations, which may include deferring or delaying transactions or seeking direction from relevant authorities.

13. Confidentiality

13.1 Each party may disclose the other party's Confidential Information:

(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Terms and the Letter of Engagement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's Confidential Information comply with this clause 13; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

13.2 Neither party shall use the other party's Confidential Information for any purpose other than to perform its obligations under these Terms and the Letter of Engagement.

14. Entire agreement

These Terms and the engagement email to the Client constitute the entire agreement between Artemis and the Client and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

15. Waiver

A waiver of any right or remedy under these Terms or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these Terms or by law shall prevent or restrict the further exercise of that or any other right or remedy.

16. Severance

If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part- provision of these Terms is deleted under this clause 16 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

17. Governing law

These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the law of Guernsey.

18. Regulation

Artemis Trustees Limited is licensed by the Guernsey Financial Services Commission to undertake regulated fiduciary activities in accordance with the Regulation of Fiduciaries, Administration Businesses and Company Directors, etc. (Bailiwick of Guernsey) Law, 2000, as amended from time to time.