Definitions
"Agreement" means the Engagement Letter together with these Terms and Conditions as one single instrument.
"Client" means the individual, company or other entity engaging the services of the Service Provider.
"Service Provider"means DW&P and its member firms which provides the services requested by the Client.
"Working Hours" means 0900 to 1700 on weekdays. Working hours exclude weekends and Malta public holidays.
I. Performance
The Service Provider will carry out its functions in an efficient and professional manner in accordance with the principles of sound administration.
The Service Provider and its individual partners are at liberty to carry on other business activities, which shall include the provision of its services to any competitor(s) of the Client, and neither shall such constitute a conflict of interest.
The Service Provider reserves the right to delegate work to third-party service providers, and such third-party service providers shall be subject to the same terms and conditions as those set out in this Agreement.
II. Instructions & Communication
The Service Provider shall only accept instructions from the Client directly. The Service Provider shall communicate with the Client by telephone, email or any other method of communication by which receipt can be confirmed.
Instructions shall be deemed genuine if they are accompanied by the signature of the Client, originate from contact information provided by the Client, or are reasonably believed by the Service Provider to originate from the Client.
The following conditions shall apply:
- The requested action must be lawful and comply with Malta law and any other applicable jurisdictions;
- No regulatory orders may hinder the requested action.
III. Disclosure
The Client must inform the Service Provider of all relevant circumstances affecting the companies or the subject matter of the engagement. The Client shall provide documentation regularly, upon request, for KYC and due diligence purposes.
The Service Provider shall have access to all correspondence, documents, invoices, statements, accounting records, and company secretarial materials without restriction, as and when required.
The Client hereby declares that:
- The initial funds and assets have not originated from criminal activities;
- The Client is not a Politically Exposed Person (PEP) and will notify the Service Provider immediately if this status changes.
IV. Representation & Warranty
The Client represents that it has ultimate effective control over the indicated companies and commits to communicating any status changes before third parties assume such control.
V. Fees, Costs and Payment
The Client shall pay the agreed annual amounts in advance for renewable services per the Engagement Letter. The Service Provider may revise costs based on the time and skill required. Fee changes require 15 days' notice and mutual consent. The Client shall reimburse all reasonably incurred disbursements and expenses.
VI. Books and Related Records
All Client or company books, records, and materials remain the Client's exclusive property. Documents shall be returned upon engagement termination. The Service Provider shall retain files for approximately 10 years before destruction, unless the Client requests longer retention.
VII. Confidentiality
The Service Provider shall maintain confidentiality regarding all Client information throughout and after the termination of the engagement, except where disclosure is legally mandatory.
VIII. Indemnity & Freedom from Responsibility
The Client shall indemnify the Service Provider, its partners, directors, agents, and employees from any and all claims arising from the Client's breach of obligations, except in cases of fraud or willful default by the Service Provider.
The Service Provider shall bear no liability for indirect, consequential, incidental, reputational, or future damages. Maximum aggregate liability shall equal two times the annual fees paid.
IX. Particular Remedies
The Service Provider may terminate the agreement and resign from offices, or take necessary measures to maintain the Client's or company's operational license standing at the Client's expense, upon notice.
The Client may terminate with two months' written notice, provided all outstanding fees and expenses are immediately settled.
X. Applicable Law and Jurisdiction
This Agreement shall be governed by Malta law. The parties submit to the exclusive jurisdiction of the Malta courts.
XI. Notices
Official notices must be in writing and communicated via fax, email, or any receipt-confirming method during working hours. Notices arriving outside working hours shall be deemed received on the next working day.
XII. Termination
The Service Agreement shall be subject to termination with one prior written notice. A material breach incapable of rectification within 15 business days shall permit termination with three working days' notice. Advance fees arising from a Service Provider breach termination shall receive a pro-rata refund.
XIII. Data Protection
DW&P processes personal data to discharge the agreed services and comply with legal and regulatory obligations. The firm complies with GDPR (EU 2016/679) and Malta's Data Protection Act, maintaining the necessary technical and organizational security measures.
