TERMS AND GENERAL CONDITIONS:
Treasury Management Framework Agreement
| 1. DEFINITIONS AND LEGAL GLOSSARY: For the purposes of this document, the following terms shall be understood as: For the purposes of this Agreement, the following definitions shall apply: 1.1 Fiduciary Company: An entity registered under the Companies Act 2014 in Ireland, specialized in fiduciary and treasury services, responsible for the custody, deposit, and administration of funds delivered by the Client, acting in accordance with the agreed instructions. 1.2 Client: A natural or legal person who entrusts HNH with the management of funds under this Agreement. 1.3 Custodied Funds: Economic resources (monetary or equivalent assets) delivered by the Client for administration, safekeeping, or distribution. 1.4 Treasury Management Services: A set of actions including the receipt of funds, their custody, deposit, and execution of payments ordered by the Client to third-party beneficiaries. 1.5 Paymaster: An administrative service through which the Fiduciary Company executes payments to third parties according to documented instructions from the Client, without assuming ownership of the funds and without transferring title. 1.6 Granular Consent: Express, informed, and differentiated authorization granted by the Client for each specific purpose of processing their personal data. 1.7 Ultimate Beneficial Ownership (UBO): The natural person who directly or indirectly controls the Client, as required by the Criminal Justice (Money Laundering and Terrorist Financing) Act 2010. 1.8 Due Diligence Measures: Actions the Fiduciary Company must apply to verify the Client’s identity, assess the risk of the transaction, and prevent money laundering. 1.9 Impact Assessment (DPIA): Prior legal analysis of the risks a transaction may pose to the Client’s rights and freedoms regarding personal data protection. 1.10 Automated Decisions / AI: Processes based on artificial intelligence carried out through algorithms that directly impact the administration or validation of payments, which the Client may request to be reviewed by a human. 1.11 DPC: Data Protection Commission, the independent authority responsible for supervising data protection in Ireland. |
| 2. PURPOSE OF THE AGREEMENT: 2.1 The Client guarantees that the funds subject to this Agreement originate entirely from lawful sources and are not derived from any illegal activity, including drug trafficking, money laundering, or terrorist associations, and that such funds are free from taxes or levies and are freely transferable. 2.2 HNH shall manage the services contracted by the Client with various banking offices and managers. These terms shall remain valid throughout the management and execution process, including any renewal or extension, and shall terminate upon completion of all operations involving the Client’s funds. Specific Terms and Conditions for each requested service shall be signed by the Client in the Annexes. |
| 3. GENERAL PROCEDURE. 3.1 The Client must be the lawful and legitimate recipient of the funds. 3.2 Depending on the type of transaction, the Client shall submit the following documents: Client Information Form (KYC/AML compliant) Complete official documentation proving the origin of the funds Assignment or transfer contract(s) of the funds in favor of the Client (D.O.A. / P.G.L.) Proof of Funds (POF), Bank Confirmation Letter (BCL), or Ready Willing and Able (RWA) 3.3 Upon receipt of the documentation, HNH shall conduct Due Diligence to verify the data and information prior to accepting the funds. Once validated, a receiving bank account shall be assigned within the European Economic Area (EEA), preferably in Ireland or another authorized jurisdiction. |
| 4. PERSONAL DATA PROCESSING. 4.1 HNH shall act as Data Controller in accordance with: -The General Data Protection Regulation (EU) 2016/679 -The Irish Data Protection Act 2018 -Guidelines issued by the Data Protection Commission (DPC) 4.2 The Client may exercise their rights before the DPC in case of conflict or complaint. Data shall be processed exclusively for the agreed fiduciary execution, following the Client’s granular consent. The Client shall have the right to access, rectify, restrict, object to, or request portability of their data, and to file a complaint with the DPC. |
| 5. COMPLIANCE AND ANTI-MONEY LAUNDERING. 5.1 HNH implements a strict compliance policy aligned with: -The Criminal Justice (Money Laundering and Terrorist Financing) Act 2010, as amended -The 5th and 6th EU AML Directives -Guidelines from the Central Bank of Ireland 5.2 Key measures applied by HNH include: -Individualized risk assessment -Documentary verification of the Client -Registration of Ultimate Beneficial Ownership -Continuous monitoring and transactional analysis -Annual technical training for fiduciary personnel |
| 6. CONFIDENTIALITY AND INFORMATION SECURITY. 6.1 HNH guarantees the confidential treatment of all information provided by the Client, adopting appropriate technical and organizational measures, including: >ISO/IEC 27001-compliant infrastructure >End-to-end encryption >Multi-factor authentication >Periodic audits and risk assessments >Legal support for AI-based operations under the Artificial Intelligence Act and Irish law. |
| 7. DURATION, EXTENSION, AND TERMINATION. 7.1 This Agreement shall have an indefinite duration and shall terminate upon completion of the contracted services or operations. 7.2 Upon termination, the Client shall notify HNH of their interest in extending services to new fund tranches or future operations. HNH shall respond by confirming or modifying the agreed conditions, and in the latter case, a new Annex shall be required. 7.3 Upon final termination, all Client funds in Custody Account(s) shall be reimbursed to the Client in the designated bank and account within fifteen ONE MONTH (1) from the termination notice. |
| 8. TAXES AND INSTITUTIONAL COSTS. 8.1 Each Party shall be individually responsible for their own taxes, fees, or public charges. 8.2 Each Party shall comply with its tax obligations under the Revenue Commissioners and applicable Irish tax law. |
| 9. AMENDMENT OF THE AGREEMENT. 9.1 Any amendment, alteration, or modification of this Agreement shall be valid only if made in writing and signed with a valid original or electronic signature by all Parties. 9.2 Electronic signatures shall be executed in accordance with the Electronic Transactions Act 2000. |
| 10. FORCE MAJEURE. 10.1 HNH incorporates the standard ICC clause 421E. Neither Party shall be liable for non-performance due to extraordinary and external causes such as natural disasters, war, or systemic regulatory failures. |
| 11. NC/ND – NON-CIRCUMVENTION AND NON-DISCLOSURE. 11.1 All applicable rules of the International Chamber of Commerce (ICC500 Paris, France) regarding non-circumvention, non-disclosure, reconciliation, and arbitration are incorporated by reference. 11.2 Both Parties agree: >Not to disclose sensitive information for a minimum period of five (5) years >Not to contact third parties introduced by the other Party without prior consent |
| 12. GOVERNING LAW AND JURISDICTION. 12.1 This Agreement shall be governed exclusively by the laws of Ireland, including: >Companies Act 2014 >Criminal Justice Acts >Data Protection Act 2018 >Applicable EU regulations 12.2 Any dispute shall be resolved before the competent courts in Dublin, unless otherwise agreed. |
| 13. NOTICES AND CONTRACTUAL LANGUAGE. 13.1 All notices, designations, and consents shall be made in writing. 13.2 English shall be the language for all documents and banking-related matters. In case of translation, only the English version shall be deemed valid. |
| 14. SEVERABILITY. 14.1 This Agreement shall be deemed severable. The invalidity or unenforceability of any provision shall not affect the validity or enforceability of the remaining provisions. |
| 15. WAIVERS. 15.1 Neither the failure nor delay by any Party in exercising any right, remedy, power, or privilege shall constitute a waiver thereof. 15.2 No waiver shall be effective unless made in writing and signed by the waiving Party. |
| 16. ASSIGNMENT OF THE AGREEMENT. 16.1 HNH enters into this Agreement in consideration of the Client’s identity and financial standing. 16.2 The Client may not assign, transfer, or dispose of this Agreement or any rights arising therefrom without HNH’s express consent, except in the case of assignment to a successor organization of all assets, rights, and obligations, which shall be bound by this Agreement. |
| 17. EDT – ELECTRONIC DOCUMENT TRANSMISSION. 17.1 All facsimile or electronic transmissions mutually accepted by the Parties shall be considered legally binding and enforceable. 17.2 This Agreement may be electronically signed in accordance with Irish law and shall be equally binding. |