Terms & Conditions of AM MALLAS LLC

1. Application; Engagement

1.1 These Terms & Conditions (“Terms”) apply to all services provided by AM MALLAS LLC (the “Firm”, “we”, “us”, “our”) to any client (“Client”, “you”, “your”), unless otherwise agreed in writing in a separate engagement letter or agreement (“Engagement Letter”).
1.2 The letter or agreement under which you engage us (the Engagement Letter) together with these Terms constitutes the full agreement between you and AM MALLAS LLC (the “Agreement”). In the event of conflict between the Engagement Letter and these Terms, the Engagement Letter will prevail.
1.3 Unless otherwise agreed, any instructions given by you — whether via Engagement Letter, e-mail or other written form — are subject to these Terms.

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2. Scope of Services
2.1 The Firm provides legal, corporate, tax, real-estate, immigration/residency, private-client/family-office and asset-custodianship advisory services, including but not limited to: corporate structuring and governance, company formation and maintenance, cross-border structuring, tax advisory, real‐estate transactions and management, immigration/residency applications and planning, wealth and estate planning, family-office services, asset custody and governance. This reflects your described service areas.
2.2 Unless otherwise agreed, we do not undertake to provide ongoing monitoring or updates after the conclusion of a matter — e.g., if law or regulation changes after we deliver a legal opinion, you would need to re-engage us for updated advice (unless you instruct us otherwise).
2.3 Our advice, opinions, documentation or other deliverables are provided solely for your benefit and for the purpose for which you engaged us. No third party may rely on them unless we expressly agree in writing.

3. Client’s Duties and Co-operation
3.1 You shall provide the Firm with all information, documents and instructions necessary to enable us to perform the services requested. You represent that all information and documents supplied are complete, true and accurate.
3.2 You agree to inform the Firm promptly of any changes in circumstances (e.g., changes in residency, beneficiaries, corporate structure, assets, regulatory/tax status, contact details).
3.3 If you fail to provide necessary information or to co-operate in a timely manner, the Firm may, without liability, suspend or terminate work on your matter, and you will remain liable for fees and costs incurred up to such suspension/termination.

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4. Fees, Expenses & Payment
4.1 Fees for our services will be charged on the basis set out in the Engagement Letter — e.g., hourly rate, fixed fee, retainer, success fee, or any combination agreed in writing. Unless agreed otherwise, time spent will be recorded in intervals (e.g., 15-minute units).
4.2 We may require an advance payment or retainer before or during provision of services. Unless otherwise agreed, such funds will be held on a client deposit or escrow account and applied to future invoices. Unused funds will be returned to you upon completion or termination of the engagement (absent any liabilities or outstanding fees).
4.3 In addition to fees, you will reimburse all reasonable out-of-pocket expenses incurred by the Firm in the course of performing services (e.g., filing, notarial, translation, due diligence, travel, courier, registry, compliance checks, third-party professional fees).
4.4 We will invoice regularly (e.g., monthly or as otherwise agreed). Payment terms will be set out in the Engagement Letter or invoice. If payment is not received when due, we may suspend services until payment is made.
4.5 VAT (or any similar applicable tax) will be added to fees if required by law.
4.6 For urgency work (e.g., work outside normal business hours due to your request), or for weekend/public-holiday work, we may apply an increased hourly rate or surcharge, provided we inform you in advance.

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5. Confidentiality and Data Protection
5.1 We will treat all information and documents you supply as confidential, subject to legal, regulatory or professional disclosure obligations. This confidentiality extends to third-party providers retained on your instructions or with your consent (e.g., other law firms, tax advisors, real-estate agents, notaries).
5.2 We may disclose information when required or permitted by law (e.g., regulatory, AML/KYC, tax or court requirements) without your consent. We reserve the right to report or disclose as required by authorities, without notifying you if prohibited.
5.3 Subject to applicable data-protection law and the terms of our Privacy Policy, you consent to processing and, where relevant, cross-border transfer of personal data to persons or entities engaged by us or third-party providers.
5.4 You may instruct us to return original documents at the end of a matter. Unless otherwise agreed, we may retain copies (electronic or hard) for file-keeping, audit, compliance or record-keeping purposes.

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6. Conflicts of Interest
6.1 Before accepting an engagement, we will conduct conflict-of-interest checks. If a conflict arises or becomes apparent subsequently, we may decline or withdraw from the engagement.
6.2 We do not guarantee exclusivity; we may accept other clients whose interests do not conflict with yours. We will notify you if a conflict arises, to the extent permitted by professional or regulatory constraints.
6.3 You may instruct other advisers (other law firms, tax advisors, consultants, etc.) in parallel; we will not be responsible for their advice or work.

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7. Outsourcing and External Advisors
7.1 For certain matters (especially cross-border, tax, compliance, immigration, banking, real-estate, corporate registry, due diligence, trust or fiduciary services), we may engage external advisors — in Cyprus or foreign jurisdictions — where necessary or beneficial, subject to your consent if required by applicable regulation.
7.2 We will not be liable for services provided by such external advisors; any work done by them will be subject to their own terms or agreements.
7.3 Use of external advisors does not relieve you of your responsibility to pay our fees and their fees as applicable.

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8. Limitation of Liability
8.1 Our liability to you for claims arising from our services is limited to direct damages caused by our negligence or wilful misconduct, and in aggregate shall not exceed the total amount of fees paid or credited to us in respect of the relevant assignment (or – if different – the amount specified in the Engagement Letter).
8.2 We will not be liable for any indirect, special, punitive or consequential losses, including but not limited to loss of profits, opportunity, goodwill, or tax-related consequences, even if we were advised of the possibility of such loss.
8.3 If you have been advised by other advisers in addition to us (e.g., tax, audit, banking, other law firms), our liability is limited to our share of the total advice provided. We assume no responsibility for actions or omissions by other advisers.
8.4 The limitations and exclusions above also apply to our directors, consultants, employees, agents and any external advisors engaged by us.

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9. Termination
9.1 You may terminate the Agreement at any time by written notice (including e-mail) to us.
9.2 We may terminate the Agreement for any reason by giving you prior written notice (e.g., 14 days), or immediately where required (e.g., conflict of interest, non-payment of fees or retainer, non-cooperation, or identification of suspicious activity or risk of money-laundering / sanctions violations).
9.3 Upon termination you remain liable for all costs, fees and expenses incurred up to the effective date of termination.
9.4 Unless otherwise agreed, termination of one assignment does not terminate other ongoing assignments. If no new assignment is given within a defined period (e.g., 6 months) following completion of the last assignment, we may consider our representation concluded.

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10. Intellectual Property & Use of Deliverables
10.1 Documents, opinions, legal memoranda and other deliverables created by us remain our intellectual property until full payment of our fees and expenses due under the relevant assignment.
10.2 Upon full payment, you are granted a non-exclusive licence to use the deliverables for the purpose for which they were provided.
10.3 Unless agreed otherwise, you may not make deliverables publicly available or share with third parties for their own benefit or reliance.

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11. Communication & Electronic Correspondence
11.1 Unless otherwise agreed, we may communicate with you by e-mail, fax or other electronic means. You accept the risks associated with electronic communication (e.g., delays, interception, technical failures), and we cannot guarantee security or confidentiality of unencrypted electronic communications.
11.2 For important or time-sensitive matters, we may request confirmation by phone or written acknowledgement of receipt.
11.3 We are not liable for failures or delays caused by cyber-attacks, network failures, or other technical issues beyond our control.

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12. Compliance, AML/KYC and Sanctions
12.1 As part of our professional and regulatory obligations, we may be required to perform anti-money laundering (AML), sanctions screening, due diligence, checks on beneficial owners / PEP status / source of funds / wealth / KYC / compliance checks before or during our engagement.
12.2 You agree to fully cooperate with all requests, to disclose true source of funds/wealth, ownership, tax-residence and related data, and to notify us of any changes.
12.3 If you fail to comply, or if information provided raises concerns (e.g., about money-laundering, terrorism financing, sanctions, suspicious activity), we reserve the right to suspend or terminate the engagement immediately. You will remain liable for fees/costs incurred up to that point.
12.4 We may be required to report transactions or information to relevant authorities. Where reporting is mandatory, we may do so without notifying you or seeking your consent, if required by law.

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13. Governing Law & Dispute Resolution
13.1 Unless otherwise agreed in the Engagement Letter, the Agreement shall be governed by the laws of the Republic of Cyprus.
13.2 Any disputes arising out of or in connection with this Agreement shall be resolved before the courts of Cyprus or by alternative dispute-resolution mechanisms if agreed.

14. Amendments
14.1 We may amend these Terms periodically (e.g., due to changes in applicable law, regulation, professional standards). We will notify you of material changes in writing (e.g., by e-mail).
14.2 Unless you object in writing within 30 days of notice of change, the amended terms will apply to future and ongoing engagements.

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15. Entire Agreement
15.1 These Terms and any Engagement Letter constitute the entire agreement between you and the Firm relating to the subject matter. They supersede all prior proposals, agreements, arrangements or understandings, whether written or oral.
15.2 No waiver or variation of any provision shall be effective unless made in writing and signed by both you and us.