GENERAL TERMS OF BUSINESS

Interpretation

“Engagement Correspondence” means the fee proposal issued to and accepted by you, letter or email correspondence agreed to by you containing a statement of Services to be provided and remuneration for those Services, or invoices to you in respect of Services provided to you;

“Gross Negligence” means a standard of conduct beyond negligence whereby a person acts with reckless disregard for the consequences of his action, inaction or in connection with a breach of duty of care owed to another by that person
“Paradigm” means Paradigm Governance Partners Limited or Paradigm Governance Partners LLC, as applicable;

“person” / “persons” includes a natural person, corporate or unincorporated body (irrespective as to whether it has a separate legal personality);

“Services” means any service which you have requested and we have agreed in the Engagement Correspondence to provide to you;

“Terms” means these General Terms of Business, as may be amended under clause 14;

“you” / “your” means any person Paradigm has agreed to provide the Services to and who is named as our client in any part of the engagement correspondence.

1. In the absence of any existing executed services agreement between Paradigm and you, these Terms shall apply.
2. Paradigm agrees to provide the Services to you in return for remuneration as agreed in the Engagement Correspondence. Acceptance of these Terms may be undertaken either by email confirmation of the same or conduct, that is, you continuing to use Paradigm’s Services and or pay Paradigm for its Services.
3. The relationship between Paradigm and you shall continue until either party provides thirty days’ written notice to terminate. If there is a material breach of these Terms or any breach of trust and confidence between the parties, the non-defaulting party may provide written notice to terminate with immediate effect.
4. You shall pay to Paradigm the amounts set out in the Engagement Correspondence within thirty days of presentation by Paradigm of an invoice for the same. If the mandate continues for more than one year, Paradigm shall invoice on an annual basis at the outset of each calendar year with payment to be made by you within thirty days thereof.
5. If Paradigm or its personnel are required to undertake additional work in exceptional circumstances (e.g., restructurings, litigation etc.), Paradigm may charge an hourly fee for such additional work. The current hourly rate is US$ 600. Paradigm will not charge any time spent fees without first discussing and agreeing such matters with you.
6. Both parties shall treat as confidential any information relating to the business, financial position or interests of the other obtained in the course of the engagement. Neither party shall disclose such confidential information except as required by law or to professional advisers similarly bound by a duty of confidentiality. This provision shall survive termination of the relationship between Paradigm and you.
7. Paradigm, its officers and employees shall not be liable to you for any liability, loss or expense unless caused by their fraud, gross negligence or willful default and Paradigm, its officers and employees shall be indemnified by you for any liability, loss or expenses other than so caused by their fraud, Gross Negligence or willful default. This provision shall survive termination of the relationship between Paradigm and you.
8. Paradigm’s rights and obligations with respect to complying with the Cayman Islands Data Protection Act are as set out on the website – www.paradigm.ky
9. Neither party may assign or transfer the benefits or burdens of these terms of business without prior written consent of the other party.
10. No partnership or joint venture shall exist between Paradigm and you and no Paradigm employee serving as an officer to you shall be an employee of you.
11. Paradigm’s services to you are not exclusive, we may provide services to other persons on any matter without your prior approval and the other person’s interests may conflict with yours.
12. If any clause of these Terms is or becomes void or unenforceable, such invalidity or unenforceability shall not affect the remaining provisions and the void or unenforceable provision(s) shall be deemed to be severable from any other provisions of these Terms.
13. Notices to Paradigm may be provided to the address of Paradigm as set out in the footer below or via email to your Paradigm relationship manager. The address for notice to you shall be your registered office address. Notice via email shall take effect on the business day after the recipient receives the email and if via courier, the third business day after sending. A business day does not include Saturday or Sunday or any day in which the banks in the Cayman Islands are obliged by law to close.
14. Paradigm may change these Terms at any time. In the event of a material change we will notify you and unless you notify us that you object to the changes within 30 days of the effective date stated in our notice, you are deemed to have accepted the changed Terms by continuing to use and or pay Paradigm for the Services.
15. The rights of the parties shall not be prejudiced or restricted by any indulgence or forbearance extended to another party. No waiver by any party in respect of a breach shall operate as a waiver in respect of any subsequent breach or as a general waiver of any other breach.
16. Paradigm has a robust business continuity plan in place. If, however, Paradigm’s services are prevented or delayed by force majeure events (e.g., natural disaster, fire, war, civil unrest, pandemics, sophisticated IT attack, or similar events beyond Paradigm’s reasonable control), Paradigm, its officers and employees shall be excused for non-performance and shall use reasonable efforts to resume performance as soon as practicable under the circumstances.
17. These Terms along with the Engagement Correspondence represent the entire agreement between Paradigm and you relating to the Services.
18. Unless agreed otherwise in writing, the governing law of the Terms is Cayman Islands law and each party agrees to submit to the exclusive jurisdiction of the Cayman Islands courts. 

If you should have any complaints as regards Paradigm or its services, please contact Geoff Ruddick gruddick@paradigm.ky / +1 345 769 4151.