These General Terms of Engagement and Service Provision (the "Terms") govern every engagement entered into between Taurus Legal Group Limited, a private company limited by shares incorporated in the Hong Kong Special Administrative Region under Business Registration No. 71605562, having its registered office at 16/F, Wah Hen Commercial Centre, 381–383 Hennessy Road, Wan Chai, Hong Kong (hereinafter "TLG", "we" or "the Firm"), and the client receiving services from TLG (hereinafter the "Client" or "you").

These Terms form an integral part of each engagement and apply to all services rendered by TLG unless modified by a separate written agreement signed by both parties. Where any specific engagement letter, statement of work, proposal, or service-specific contract is concluded with the Client, the bespoke terms of that document shall prevail over these Terms in the event of inconsistency, and these Terms shall continue to apply to all matters not expressly addressed therein.

These Terms become effective on 9 June 2025 and supersede any prior version. TLG reserves the right to amend these Terms from time to time; the version published on www.tauruslg.com at the date a given engagement is concluded shall be the applicable version for that engagement.

"Engagement" means the contractual relationship formed between TLG and the Client for the provision of one or more Services, established in accordance with clause 3 below.

"Services" means any professional, advisory, corporate, compliance, or related services performed by TLG for the Client on a commercial basis, including without limitation the services listed in clause 4.

"Fees" means the consideration payable by the Client to TLG for the Services, as set out in the relevant invoice, proposal, or engagement letter.

"Disbursements" means costs and expenses incurred by TLG on behalf of the Client in the course of rendering the Services, including without limitation notarial fees, governmental and registry fees, translation costs, courier charges, and fees of external counsel or experts.

"Confidential Information" means any non-public information of commercial, legal, financial, technical, or personal nature disclosed by one party to the other, whether orally, in writing or by any other means, that a reasonable person would treat as confidential having regard to its content or the circumstances of disclosure.

"Working Day" means a day other than a Saturday, Sunday or public holiday in Hong Kong.

The Client shall furnish TLG, in a timely manner, with all instructions, documents, information, and identification materials reasonably required for the proper performance of the Services. The Client warrants that all such materials are true, accurate, complete, and not misleading.

Where Services depend on information or documents to be provided by the Client and such materials are missing, incorrect, incomplete, or do not satisfy the requirements of the applicable law or of any administrative or regulatory body, any resulting delay shall not constitute a breach by TLG. The Client shall be responsible for regularising such materials at its own cost.

The Client shall promptly notify TLG of any change affecting the Engagement, including changes of ownership, beneficial ownership, directorship, address, contact details, banking arrangements, or the nature of the Client's business.

Where TLG, in its professional judgement, considers that an instruction received from the Client may impair the quality, lawfulness, or timely completion of a Service, TLG shall raise its concerns with the Client in writing. If the Client confirms the instruction despite such concerns, TLG may proceed accordingly and the Client shall bear sole responsibility for all consequences.

Unless otherwise agreed in writing, TLG charges its Services on the basis of (i) fixed fees per defined service or matter, (ii) hourly rates for advisory and bespoke work, or (iii) a combination of the two. Fee structures applicable to a given Engagement shall be communicated to the Client in advance, whether by way of invoice, proposal, or engagement letter.

Fee estimates, where provided, are based on the information available to TLG and the assumed scope of work at the time the estimate is given. Such estimates are indicative only and may be adjusted upward or downward where the scope, complexity, urgency, or value of the matter changes, or where assumptions on which the estimate was based prove incorrect. TLG shall notify the Client of any material deviation as soon as reasonably practicable.

Invoices issued by TLG are denominated in euro (€) unless otherwise specified and are payable within ten (10) calendar days of delivery to the Client by email or other means capable of producing a written record. Payment shall be made by wire transfer to the bank account indicated on the invoice; cryptocurrency payments may be accepted at TLG's sole discretion and against issuance of an addendum to the relevant invoice.

TLG may at any time request advance payment on account of anticipated Fees or Disbursements. Services may be made conditional upon receipt of such advance. Sums received from the Client may be applied by TLG, at its discretion, towards any outstanding invoice or accrued Disbursement.

Where an invoice is not paid by its due date, TLG may, in addition to any other right available to it: (a) suspend the Services in whole or in part without further notice; (b) charge interest on the outstanding amount at the rate of 1% per month or the maximum rate permitted by applicable law, whichever is lower, calculated daily and compounded monthly until full settlement; (c) retain documents, files, and items of the Client in its possession until full payment is received; and (d) recover all reasonable costs of collection, including legal fees, from the Client.

Where the Services are paid for by a third party, the Client remains primarily liable for the Fees. TLG may, before accepting any third-party payer, require such third party to agree in writing to these Terms and to provide such due diligence information as TLG may reasonably require.

Fees already paid are not refundable in the event of the Client's unilateral withdrawal from the Engagement, save where the withdrawal results from a material and unremedied breach of these Terms by TLG. Disbursements already incurred or irrevocably committed are non-refundable in all circumstances.

TLG shall perform the Services with the care, skill, and diligence reasonably expected of a professional firm engaged in similar work. The Services constitute an obligation of means, not of result; TLG does not guarantee any particular outcome of a regulatory, judicial, banking, or commercial nature, including without limitation the approval of an application, the opening of an account, or the registration of a legal entity within any specific timeframe.

Where TLG considers it necessary or desirable to instruct external counsel, experts, notaries, translators, registered agents, or other third-party providers for the performance of the Services, TLG shall inform the Client in advance and shall obtain the Client's consent before incurring such cost on the Client's behalf. The Client shall bear all such costs, which shall be treated as Disbursements.

TLG reserves the right to engage employees, contractors, and affiliated entities of the TLG group in the performance of the Services. Where the Client engages other professional advisors in addition to TLG, any allocation of responsibility shall be determined having regard to the contribution of each advisor.

TLG is required to perform client identification and due diligence procedures consistent with applicable anti-money laundering and counter-terrorist financing legislation, including but not limited to the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615) of Hong Kong and any equivalent or supplementary requirements imposed in the jurisdictions where the relevant Services are delivered.

The Client shall promptly furnish TLG with all identification documents, ownership structure diagrams, source-of-funds and source-of-wealth evidence, and other materials that TLG may reasonably require, both at onboarding and on an ongoing basis. TLG may decline to commence or continue an Engagement, or to release funds or documents, where such information is not provided to TLG's satisfaction.

The Client acknowledges that TLG may be required by law to file reports with competent authorities and that, in such cases, TLG may be prohibited from disclosing the existence or content of such reports to the Client. The Client waives any claim against TLG arising from compliance with such legal obligations.

Each party undertakes to treat as confidential, and not to disclose to any third party without the prior written consent of the other party, all Confidential Information received from the other party in connection with the Engagement, save as permitted in this clause.

Confidential Information may be disclosed by TLG to its directors, employees, contractors, and members of the TLG group on a need-to-know basis; to external advisors bound by equivalent obligations; to competent authorities pursuant to a legal or regulatory requirement; and where disclosure is otherwise required by the applicable law.

The confidentiality obligation does not extend to information that is or becomes publicly available without breach of these Terms, was already lawfully in the receiving party's possession, is independently developed by the receiving party, or is rightfully obtained from a third party not bound by a confidentiality obligation.

The Client consents to the recording of telephone calls, video conferences, and meetings by TLG for record-keeping and quality assurance purposes. TLG shall handle such recordings in accordance with applicable data protection requirements.

TLG processes personal data in accordance with the Personal Data (Privacy) Ordinance (Cap. 486) of Hong Kong and, where applicable, the General Data Protection Regulation (EU) 2016/679. By entering into an Engagement, the Client authorises TLG to process the personal data of the Client and of its representatives, directors, shareholders, and beneficial owners to the extent necessary for the performance of the Services and for compliance with TLG's legal obligations.

Personal data may be transferred to other companies of the TLG group and to service providers located outside Hong Kong, including in jurisdictions that may not afford the same level of data protection. TLG implements appropriate safeguards in respect of such transfers.

The Client is responsible for informing the individuals whose personal data are disclosed to TLG of the existence and content of these provisions, and for obtaining any consents required under applicable law.

All templates, models, methodologies, work products, opinions, memoranda, drafts, and other materials prepared by TLG in the course of the Services (collectively the "Work Product") remain the intellectual property of TLG. Upon full payment of the relevant Fees, the Client receives a non-exclusive, non-transferable, revocable licence to use the Work Product solely for the internal purposes for which it was prepared.

The Client shall not reproduce, redistribute, publish, sublicense, or commercially exploit the Work Product or any part of it without TLG's prior written consent. The Client shall not remove or alter any notice of authorship, copyright, or proprietary right contained in the Work Product.

Where TLG uses materials, templates, or know-how previously developed independently of the Engagement, such pre-existing materials remain the sole property of TLG and are not transferred to the Client by virtue of the Engagement.

Without prejudice to any liability that cannot be limited or excluded by law, the aggregate liability of TLG to the Client for any and all claims, whether in contract, tort (including negligence), breach of statutory duty, indemnity, or otherwise, arising out of or in connection with an Engagement, shall be capped at the lesser of (i) the total Fees actually paid by the Client to TLG in respect of the specific Service to which the claim relates during the twelve (12) months preceding the event giving rise to the claim, or (ii) fifty thousand euro (€50,000).

TLG shall not be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, including without limitation loss of profit, loss of opportunity, loss of goodwill, loss of data, regulatory or tax penalties, or third-party claims, whether or not foreseeable and whether or not TLG was aware of the possibility of such damages.

TLG shall not be liable for any loss arising from the act, omission, decision, refusal, delay, change of policy, or insolvency of a third party, including without limitation any bank, electronic money institution, payment service provider, virtual asset service provider, governmental authority, registry, court, or notary.

No claim may be brought against any director, officer, employee, partner, contractor, or affiliated entity of TLG personally. The Client agrees to bring any claim solely against Taurus Legal Group Limited.

Any claim against TLG must be brought within twelve (12) months from the date on which the Client became aware, or ought reasonably to have become aware, of the act, omission, or event giving rise to the claim. Claims brought outside this period shall be deemed to be waived and time-barred.

The Client shall indemnify and hold harmless TLG, its directors, officers, employees, contractors, and affiliated entities (the "Indemnified Persons") against any and all liabilities, losses, damages, fines, penalties, costs, and expenses (including reasonable legal costs) suffered or incurred by any Indemnified Person as a result of the Client's breach of these Terms, misrepresentation, failure to provide accurate information, or unlawful conduct, except to the extent caused by the gross negligence or wilful misconduct of the relevant Indemnified Person.

The Client acknowledges that TLG advises and acts for clients active in industries that are considered higher-risk by financial counterparties and regulators, including but not limited to online dating and subscription services, online gaming, forex and contracts-for-difference brokerage, and virtual assets. Engagements involving such activities are accepted on the express understanding that the Client is, and shall remain at all times, fully responsible for compliance with all licensing, consumer protection, advertising, taxation, anti-money laundering, and sector-specific legal requirements applicable to its business in each jurisdiction where it operates.

TLG makes no representation and provides no assurance that any payment service provider, acquiring bank, electronic money institution, or other financial counterparty introduced to the Client will accept, retain, or continue to service the Client. Decisions of such counterparties are made independently of TLG and are outside its control.

Where the Services involve preparation or review of marketing, advertising, or terms-of-use materials directed at end-consumers, the Client remains the publisher of such materials and bears full responsibility for their content and dissemination.

The Client may terminate the Engagement at any time by written notice. Termination by either party does not affect (i) Fees and Disbursements accrued up to the date of termination, which remain payable in full, (ii) work in progress that has been irrevocably committed, or (iii) provisions of these Terms which by their nature are intended to survive termination, including without limitation clauses 9, 10, 11, 12, and 18.

Upon termination, TLG shall return to the Client, at the Client's cost, the original documents belonging to the Client that remain in TLG's possession, after retaining copies as required by law or by TLG's professional record-keeping obligations.

Communications between TLG and the Client may take place by email, secure messaging applications, video conference, telephone, or in person. The Client accepts the inherent risks of electronic communications, including the possibility of interception, loss, delay, or unauthorised modification, and consents to the use of such channels by TLG.

Communications addressed to TLG shall be sent to office@tauruslg.com or to such other email or postal address as TLG may notify in writing. Communications addressed to the Client shall be sent to the most recent email or postal address provided by the Client to TLG.

The Client may not assign, transfer, or sublicense any of its rights or obligations under an Engagement without the prior written consent of TLG. TLG may assign or transfer its rights and obligations to any affiliated entity within the TLG group on notice to the Client.

If any provision of these Terms is found to be unlawful, invalid, or unenforceable by a court of competent jurisdiction, such provision shall be severed and the remaining provisions shall continue in full force and effect. Where possible, the severed provision shall be replaced by a valid provision reflecting the original intention of the parties as closely as possible.

No failure or delay by TLG in exercising any right under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise preclude any further exercise of such right.

Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between TLG and the Client. Neither party has authority to bind the other except as expressly provided herein.

These Terms, together with any engagement letter, proposal, or invoice referencing them, constitute the entire agreement between the parties in relation to the relevant Engagement and supersede all prior discussions, representations, and understandings.

Contracts (Rights of Third Parties) Ordinance (Cap. 623): no person who is not a party to these Terms shall have any right under that Ordinance to enforce any provision of these Terms, save that the Indemnified Persons referred to in clause 12 may enforce that clause in their own right.

These Terms and any Engagement entered into hereunder, and any non-contractual obligations arising out of or in connection with them, shall be governed by, and construed in accordance with, the laws of the Hong Kong Special Administrative Region.

Any dispute, controversy, or claim arising out of or in connection with these Terms or any Engagement, including any question regarding their existence, validity, breach, or termination, shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) in accordance with the HKIAC Administered Arbitration Rules in force at the date of commencement of the arbitration. The seat of arbitration shall be Hong Kong, the language shall be English, and the tribunal shall consist of one (1) arbitrator.

Notwithstanding the foregoing, TLG retains the right to seek injunctive or interim relief, or to bring proceedings for the recovery of overdue Fees, before any court of competent jurisdiction.