General Terms & Conditions for Services

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These General Terms & Conditions for Services (the “Terms”) apply to services provided by Angularis Global Services Inc. (“Angularis,” “we,” “us,” or “our”) to a client (“Client,” “you,” or “your”).

These Terms form part of each proposal, statement of work, engagement letter, service agreement, order, or other written engagement that refers to or incorporates these Terms (each an “Engagement”). By accepting an Engagement, instructing Angularis to proceed after receiving an Engagement that refers to these Terms, or continuing to use the applicable services, the Client agrees to these Terms.

1. Scope of services

Angularis will provide the services described in the applicable Engagement. Our responsibilities are limited to the services expressly identified in that Engagement. Services outside the agreed scope require separate agreement and may be subject to additional fees and expenses.

Unless otherwise stated in the applicable Engagement, additional professional services may be charged at Angularis’s then-current hourly rate. Angularis may decline any instruction that falls outside the agreed scope, requires professional advice that Angularis is not authorized to provide, or cannot reasonably be performed based on the information, documentation, authority, or funding available.

2. Nature of services and excluded advice

Angularis provides corporate, administrative, compliance, governance support, registered agent, filing, and related business services. Angularis is not a law firm, accounting firm, investment adviser, or other regulated professional advisory firm and does not provide legal, tax, accounting, investment, immigration, or other regulated professional advice.

Information or administrative assistance provided by Angularis is not a substitute for advice from appropriately qualified professional advisers. Where a matter requires such advice, Angularis may require the Client to obtain appropriate advice before Angularis proceeds.

3. Identity of client

Services are provided solely to the Client identified in the applicable Engagement. Unless expressly agreed in writing, an Engagement does not extend to, and Angularis does not undertake to provide services to, any parent, subsidiary, affiliate, shareholder, member, director, officer, employee, beneficial owner, family member, fiduciary, or other related person or entity merely because that person or entity is associated with the Client.

4. Client information, instructions and reliance

The Client is responsible for providing complete, accurate, current, and timely information, documents, approvals, signatures, funds, and instructions reasonably required for Angularis to perform the services. The Client must promptly notify Angularis of changes relevant to an Engagement, including changes to ownership, management, addresses, contact information, business activities, or other information that may affect the services.

Angularis is entitled to rely, without independent verification, on information, documents, approvals, and instructions supplied by the Client, its representatives, and its professional advisers, provided Angularis acts in good faith. Angularis is not responsible for loss, delay, missed deadlines, or additional costs resulting from inaccurate, incomplete, misleading, or late information, documentation, funding, approvals, or instructions.

5. Authority and corporate governance services

Unless expressly authorized in writing, Angularis and its personnel do not have authority to bind the Client or any entity for which services are provided in financial or operational matters, enter into commercial agreements, act as a bank signatory, initiate or approve payments, dispose of assets, or otherwise manage the Client’s business operations.

Any appointment of Angularis or an individual associated with Angularis as a director, officer, manager, secretary, clerk, treasurer, authorized representative, or similar officeholder is subject to a separate written appointment or services agreement. These Terms do not by themselves create any such appointment. Appointment-specific provisions, including duties, authority, instructions, indemnification, resignation rights, and directors’ and officers’ liability insurance requirements, remain governed by the applicable separate agreement.

6. Government and third-party filings

Where services involve filings, applications, registrations, searches, certifications, licenses, identification numbers, publications, governmental requests, or submissions to government agencies, financial institutions, or other third parties, Angularis will use reasonable care in preparing, coordinating, and submitting the applicable materials within the agreed scope.

Acceptance, processing, approval, and processing times are determined by the relevant government agency or third party and are outside Angularis’s control. Angularis does not guarantee processing times, filing dates, approvals, registrations, licenses, certificates, identification numbers, bank accounts, or other governmental or third-party outcomes. Any estimated completion date or processing time is an estimate only unless expressly agreed otherwise in writing.

7. Deadlines and compliance

Where Angularis expressly agrees to prepare or submit a filing by a specified deadline, its ability to do so depends on timely receipt of all required information, documents, signatures, approvals, and funds.

Unless expressly included in an Engagement, Angularis is not responsible for independently identifying, monitoring, or satisfying the Client’s legal, regulatory, tax, licensing, reporting, filing, or other compliance obligations. The Client remains responsible for determining which obligations apply to it, with advice from its professional advisers where appropriate.

8. Registered agent, address and mail services

Where Angularis provides or arranges registered agent, registered office, address, or mail-related services, those services are limited to the scope stated in the applicable Engagement. A registered agent or correspondence address does not constitute the Client’s principal place of business, operational office, tax residence, or principal business address and must not be represented as such unless expressly agreed and legally appropriate.

The Client must maintain current contact information with Angularis and respond promptly to legal notices, government correspondence, and other communications forwarded to it. Angularis may decline to forward unsolicited commercial material or other items outside the agreed mail service.

9. Fees, expenses and third-party costs

Professional fees are charged as stated in the applicable Engagement. Government filing fees, taxes, publication charges, courier charges, notarization fees, registered agent fees, and other third-party costs are additional unless expressly stated to be included.

Angularis may require estimated government or third-party costs to be funded in advance and is not required to advance such costs on behalf of the Client. Where actual third-party costs differ from estimates, the Client is responsible for the actual amount incurred unless otherwise agreed.

10. Invoicing and payment

Invoices are payable in accordance with the payment terms stated in the applicable Engagement or invoice. The Client should raise any good-faith question concerning an invoice promptly after receipt.

Angularis may suspend services, withhold further work, decline new instructions, or, where applicable, resign from an appointment if invoices or required advances remain unpaid, subject to applicable law and any specific agreement. Suspension or cessation of services for nonpayment does not transfer responsibility for the Client’s deadlines or obligations to Angularis.

11. Third-party service providers

Angularis may use or coordinate with qualified third-party service providers, filing services, registered agents, couriers, notaries, translators, technology providers, professional advisers, and other providers where reasonably appropriate in performing an Engagement.

Angularis will exercise reasonable care in selecting and instructing providers engaged by Angularis but is not responsible for acts, omissions, delays, systems, processing times, or decisions of independent third parties outside Angularis’s reasonable control. The Client authorizes Angularis to provide such third parties with information and documentation reasonably necessary to perform the relevant services, subject to applicable confidentiality and data-protection requirements.

12. Client acceptance and compliance requirements

All services are subject to Angularis’s client-acceptance, identification, verification, sanctions, anti-money-laundering, beneficial-ownership, and other compliance procedures as Angularis considers appropriate or as may be required by applicable law, regulation, government agencies, financial institutions, or service providers.

The Client agrees to provide information and documentation reasonably requested for these purposes and to notify Angularis promptly of material changes. Angularis may decline, suspend, or terminate an Engagement where required information is not provided, continuing the Engagement could violate applicable law or regulation, or Angularis reasonably determines in good faith that continuing the relationship would create an unacceptable legal, regulatory, compliance, or reputational risk.

13. Confidentiality and data protection

Each party will treat non-public information received from the other in connection with an Engagement as confidential and will use reasonable measures to protect it. Confidential information may be disclosed to personnel, affiliates, service providers, and professional advisers who need the information for the Engagement and are subject to appropriate confidentiality obligations, or where disclosure is authorized by the Client or required by law, regulation, court order, or governmental authority.

Each party will comply with its respective obligations under applicable data-protection and privacy laws. The Client authorizes Angularis to process and transmit personal and corporate information as reasonably necessary to perform the services and meet compliance obligations.

14. Electronic communications and signatures

The Client authorizes Angularis to communicate and exchange documents electronically using ordinary business methods unless another arrangement is agreed. Electronic communications inherently involve risks, including delay, interception, corruption, and unauthorized access, and Angularis does not warrant that electronic communications will always be secure or error-free.

Electronic signatures, electronic approvals, PDF signatures, and counterparts may be used to the extent permitted by applicable law and will have the same effect as originals.

15. Technology-assisted services

Angularis may use commercially available technology, automation, and artificial intelligence-assisted tools in connection with the administration and performance of services. Angularis remains responsible for the services it provides and applies reasonable human review and oversight to work product produced with the assistance of such tools. Use of technology does not expand the scope of an Engagement and does not constitute legal, tax, accounting, investment, or other regulated professional advice.

Angularis uses reasonable measures intended to protect Client information when using technology providers and will not knowingly use Client information in a manner inconsistent with applicable confidentiality, privacy, or contractual obligations.

16. Standard of care and no guarantee of outcome

Angularis will perform the agreed services with reasonable care, skill, and diligence consistent with the nature and scope of the Engagement.

Angularis does not guarantee any particular legal, tax, regulatory, governmental, banking, licensing, commercial, or other outcome. Assistance with an application, filing, registration, bank onboarding process, or other matter does not constitute a representation that the relevant authority, financial institution, or third party will accept or approve it.

17. Limitation of liability

To the fullest extent permitted by applicable law, Angularis will not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or for loss of profits, revenue, business opportunity, goodwill, anticipated savings, or data, arising from or relating to an Engagement.

Angularis will not be liable for losses resulting from inaccurate, incomplete, misleading, or late information supplied by the Client or others acting on its behalf; actions or omissions of government agencies, financial institutions, or independent third parties; changes in law, regulation, filing requirements, or governmental practice; or events outside Angularis’s reasonable control.

To the fullest extent permitted by applicable law, Angularis’s aggregate liability arising out of or relating to a particular Engagement will not exceed the professional fees actually paid to Angularis under that Engagement during the twelve months preceding the event giving rise to the claim. This limitation does not apply to liability that cannot lawfully be excluded or limited.

18. Indemnification

To the fullest extent permitted by applicable law, the Client will indemnify and hold harmless Angularis and its directors, officers, employees, contractors, and representatives from third-party claims, liabilities, losses, costs, and reasonable professional expenses arising from inaccurate or misleading information supplied by or on behalf of the Client, unlawful or unauthorized instructions, the Client’s breach of an Engagement, or the Client’s unlawful use of services provided by Angularis, except to the extent attributable to Angularis’s negligence, fraud, willful misconduct, or material breach of the applicable Engagement.

Any additional or different indemnification provisions contained in a specific Engagement or appointment agreement apply to that Engagement and control to the extent of any inconsistency with this Section.

19. Completion of project engagements

Unless an Engagement expressly provides for continuing or recurring services, a project-based Engagement is complete when Angularis has performed the services or delivered the work product expressly described in that Engagement. Completion of one Engagement does not obligate Angularis to undertake any subsequent filing, renewal, monitoring, maintenance, or other matter unless separately agreed in writing.

20. Suspension, termination and resignation

Either party may terminate an Engagement on the notice specified in the applicable Engagement or, if no notice period is specified, on reasonable written notice. Angularis may suspend or terminate services immediately where continued performance would violate applicable law or regulation, required information or funding has not been provided, invoices remain materially overdue, or Angularis reasonably determines in good faith that continued involvement may create material legal, regulatory, compliance, or reputational risk.

Where Angularis or its personnel hold an appointment, any resignation is also subject to the applicable appointment agreement, organizational documents, and applicable law. Termination does not affect fees, expenses, indemnities, confidentiality obligations, accrued rights, or other provisions intended to survive termination. Following termination, Angularis has no responsibility for future filings, deadlines, renewals, or other obligations unless expressly agreed otherwise in writing.

21. Force majeure

Angularis is not responsible for delay or failure to perform caused by circumstances outside its reasonable control, including governmental action, system outages, cyber incidents, natural disasters, severe weather, labor disruption, transportation interruption, telecommunications failure, or failure of third-party systems or services.

22. Intellectual property and work product

Unless otherwise agreed, the Client may use documents and materials specifically prepared by Angularis for the Client for the purposes for which they were prepared. Angularis retains ownership of its pre-existing templates, methodologies, systems, processes, know-how, databases, and other proprietary materials used in performing the services.

23. Independent contractor; no partnership

Angularis acts as an independent service provider. Nothing in an Engagement creates a partnership, joint venture, employment relationship, fiduciary relationship, or general agency relationship between Angularis and the Client, except to the extent Angularis or an individual associated with Angularis expressly accepts a specified corporate office or representative capacity under a separate written agreement.

24. Assignment and third-party rights

Neither party may assign an Engagement without the other party’s prior written consent, except that Angularis may assign an Engagement to an affiliate or successor in connection with a reorganization, merger, or transfer of substantially all of the relevant business, provided the assignee assumes the applicable obligations.

Unless expressly stated otherwise, an Engagement is for the benefit of the parties and does not confer enforceable rights on any third party.

25. Governing law and dispute resolution

Unless the applicable Engagement expressly provides otherwise, these Terms and the applicable Engagement are governed by the laws of the State of New York, without regard to conflict-of-laws principles.

Any dispute arising out of or relating to an Engagement that is not resolved by the parties in good faith will be resolved by final and binding arbitration before a single independent arbitrator in New York, New York under the Commercial Arbitration Rules of the American Arbitration Association then in effect. Either party may seek temporary, preliminary, or injunctive relief from a court of competent jurisdiction where necessary to preserve rights pending arbitration. Judgment on an arbitration award may be entered in any court having jurisdiction.

This Section does not override a governing-law, forum, or dispute-resolution provision expressly stated in a specific Engagement or appointment agreement.

26. Entire agreement; order of precedence

The applicable Engagement, these Terms, and any separate agreement expressly applicable to the services constitute the agreement between Angularis and the Client concerning those services and supersede prior discussions or communications concerning the same subject matter.

If there is a conflict, the following order of precedence applies unless expressly agreed otherwise: (1) a specific appointment or services agreement; (2) the applicable proposal, statement of work, or engagement letter; and (3) these Terms. The more specific provision controls over a general provision concerning the same subject matter.

27. Amendments to these terms

Angularis may update these Terms from time to time. Unless otherwise agreed in writing, the version of these Terms in effect on the date an Engagement is accepted applies to that Engagement. A later revision does not retroactively modify an existing Engagement unless the parties agree in writing.

28. Severability, waiver and counterparts

If any provision of an Engagement or these Terms is held invalid or unenforceable, the remaining provisions remain in effect to the fullest extent permitted by law. A failure or delay in exercising a right does not constitute a waiver of that right.

An Engagement may be executed in counterparts, each of which is deemed an original and all of which together constitute one instrument.

29. Contact

Questions regarding these Terms or an Engagement may be directed to Angularis Global Services Inc. at compliance@angularis.us.