These terms and conditions (the “Terms and Conditions”) constitute the governing agreement between the Service Provider (as defined herein) and the Client (as defined herein). The Client shall be deemed to have accepted these Terms and Conditions upon its receipt or use of any Services (as defined herein). For the avoidance of doubt, these Terms and Conditions apply to all Services delivered by the Service Provider to the Client or any Managed Entity of the Client (as defined herein), irrespective of whether the Client has provided any written or explicit acknowledgement of such acceptance.

STANDARD TERMS OF ENGAGEMENT – KIKLON PARTNERS

1. How Our Engagement Is Formed

1.1 Who we are and how we operate

KIKLON PARTNERS LTD (“Kiklon Partners”) is a Cyprus-based firm offering corporate administration, business advisory and coordination services. Regulated legal services are provided only by our affiliate AM MALLAS LLC, a law firm incorporated and registered in the Republic of Cyprus and regulated by the Cyprus Bar Association (“AM MALLAS LLC” or the “Affiliate Law Firm”).

Kiklon Partners may also cooperate with other independent service providers in Cyprus and in foreign jurisdictions (including, without limitation, providers of accounting, tax, fiduciary, immigration and real-estate services). Those providers may be engaged either directly by you or indirectly through Kiklon Partners where agreed (together with Kiklon Partners and, where applicable, AM MALLAS LLC, the “Service Providers”).

1.2 Instruction by acceptance of these Terms

By accepting these Terms – whether by electronic execution, ticking an “accept” box, signing a hard copy, replying affirmatively by email, or by any other legally recognised method – and/or by using or benefitting from any Services, the client (the “Client”) irrevocably:

  • instructs and requests Kiklon Partners to provide the Services described in the relevant scope of work and the Fee Schedule; and

  • where the Services include regulated legal work, authorises Kiklon Partners to coordinate with AM MALLAS LLC, it being understood that such legal work is carried out under AM MALLAS LLC’s professional responsibility and regulatory framework; and

  • acknowledges that Kiklon Partners may, with the Client’s knowledge and for the Client’s benefit, coordinate with other third-party service providers in Cyprus or other jurisdictions.

1.3 Discretion to accept or decline

The Client understands that this instruction is given in reliance on the discretion of Kiklon Partners (and where relevant AM MALLAS LLC and other Service Providers) to accept or decline the engagement after reviewing the Client’s onboarding, KYC and AML documentation.

No Service Provider is obliged to commence or continue providing services until it has satisfied its internal onboarding, risk and regulatory requirements.

1.4 When the contract actually starts

Notwithstanding the Client’s acceptance of these Terms, the Engagement becomes effective only when Kiklon Partners (and, where applicable, AM MALLAS LLC or another Service Provider):

  • confirms in writing (including by email) that the engagement is accepted or by signing an engagement letter; and

  • has received and satisfactorily reviewed all requested KYC/AML and onboarding materials.

Until that confirmation is issued, the Service Providers may refuse or discontinue onboarding at their sole discretion and without liability. Any fees paid in advance may be refunded to the Client less reasonable administrative costs incurred.

2. Relationship Framework and Use of These Terms

2.1 Parties to the engagement

For the purposes of these Terms:

  • “Kiklon Partners” is the primary service coordinator and provider of corporate and business advisory services.

  • “Affiliate Law Firm” means AM MALLAS LLC, which may provide legal services where engaged to do so.

  • “External Providers” means other third-party firms or professionals engaged for specific jurisdictions or specialisms.

  • “Client” means the person or entity identified in the engagement letter/application, together with any underlying Managed Entity for which Services are requested.

Kiklon Partners and the Client are each a “Party” and together the “Parties”.

2.2 Scope of application

These Terms:

  • apply to all corporate, legal-coordination and business services provided by Kiklon Partners to the Client and/or any Managed Entity;

  • apply, where expressly stated, to Services coordinated with or carried out by AM MALLAS LLC or other External Providers to the extent those providers adopt or incorporate these Terms by reference; and

  • together with any Fee Schedule / proposal / engagement letter (and any written variations) form the contractual basis of the relationship between the Client and the relevant Service Providers.

2.3 Independent roles and professional boundaries

Each Service Provider is independently responsible for the Services it performs in its own name and under the laws and regulations applicable to it:

  • Corporate administration, business advisory and coordination services are provided by Kiklon Partners.

  • Legal advice and representation in Cyprus are provided only by AM MALLAS LLC, under its own terms of engagement and professional duties.

  • External Providers (for example in the UAE, BVI, UK, Greece or other jurisdictions) act in their own capacity, usually under separate terms with the Client or through written authority granted to Kiklon Partners.

Nothing in these Terms creates a partnership, joint venture, employer–employee or fiduciary relationship between the Client and Kiklon Partners. Each Party acts as an independent contractor, and no Party may bind another except where expressly authorised in writing.

2.4 Incorporation of Fee Schedules and supporting documents

Any Fee Schedule, proposal, application, or onboarding form signed or accepted by the Client is deemed to incorporate these Terms by reference. By signing or accepting such documents, the Client confirms acceptance of these Terms.

Where there are jurisdiction-specific appendices, glossaries or schedules (for example for particular foreign structures or SPVs), capitalised terms not defined in the body of these Terms shall have the meaning given in the relevant appendix or schedule.

3. What We Do: Services and Scope

3.1 Client’s selection of Services

The Client will select the Services required by:

  • signing or accepting a Fee Schedule / proposal / scope of work;

  • submitting an online or electronic application/onboarding form; or

  • issuing written Instructions that Kiklon Partners accepts in writing.

The Services may include, among others:

  • incorporation and corporate administration of Cyprus or foreign entities;

  • provision of registered office, company secretarial and corporate governance support;

  • director, secretary, nominee and other Appointee services;

  • coordination with banks and EMIs for account opening and ongoing banking support;

  • business advisory, strategy and structuring support;

  • coordination with accountants, tax advisers, immigration consultants, property professionals, and other External Providers; and

  • coordination of legal advice and services with AM MALLAS LLC or other foreign law firms, where requested by the Client.

3.2 Fees and pricing

Fees for the Services will be charged:

  • in accordance with the Fee Schedule then in force; or

  • as otherwise agreed in writing for specific assignments, including fixed fees, retainers, or time-based hourly rates.

The Service Providers may update their standard fee tables from time to time. Any agreed special fee arrangement for a particular matter will prevail over general tariffs for that matter.

3.3 Electronic acceptance

By executing or accepting any Fee Schedule, proposal or application electronically (including by clicking “accept”, e-signing, or submitting an online form), the Client agrees that such action constitutes a valid and binding signature with the same legal effect as a handwritten signature.

3.4 No obligation to go beyond agreed scope

Kiklon Partners is under no obligation to provide services beyond those:

  • specified in the relevant Fee Schedule, proposal or written Instructions; or

  • expressly agreed in additional written or electronic correspondence.

Any additional or “out-of-scope” work will be subject to separate agreement and may be charged at standard hourly rates or at a fee agreed for that specific work.

3.5 Use of other service providers

Kiklon Partners is free to:

  • work for other clients (including competitors); and

  • cooperate with other service providers of similar or overlapping services in Cyprus or abroad.

Where the Client instructs Kiklon Partners to coordinate services in another jurisdiction (for example, company formation, registered office, nominee services or accounting abroad), the Client acknowledges that:

  • those services may be delivered by independent External Providers chosen by Kiklon Partners in line with its professional judgment and business network; and

  • such External Providers will normally act under their own terms of business as between themselves and the Client or Kiklon Partners, as applicable.

3.6 Responsibility for financial statements and filings

Even where Kiklon Partners or an External Provider assists with accounting records and/or drafts financial statements:

  • the Client and/or the Managed Entity remains ultimately responsible for the accuracy, approval, filing, audit and disclosure of its financial statements; and

  • the Service Providers shall have no liability for any failure by the Client or any Managed Entity to meet statutory accounting, audit or filing obligations.

The Client must appoint a suitably responsible person at management or board level to oversee such matters and to approve any deliverables before use or filing.

4. Client Capacity, Authority and Regulatory Compliance

4.1 Capacity and authority

The Client warrants that:

  • it has full legal capacity and authority to enter into and comply with these Terms;

  • where it acts for or through a legal entity (a Managed Entity or otherwise), it has obtained all required internal approvals (board, shareholder or partner approvals, where relevant); and

  • any person identified as an Authorised Person has valid authority to give Instructions on the Client’s or Managed Entity’s behalf.

4.2 Beneficial ownership and sanctions

The Client represents that:

  • it has accurately identified and disclosed to Kiklon Partners the Ultimate Beneficial Owners (UBOs) and key controllers of each Managed Entity; and

  • none of the Client, any Managed Entity, any UBO, or any Authorised Person is subject to sanctions or restrictions that would prevent or materially affect performance of these Terms or any applicable law.

4.3 Client’s own compliance responsibilities

The Client is solely responsible for ensuring compliance by itself and any Managed Entity with:

  • corporate, tax, accounting and economic substance requirements;

  • sector-specific licensing and regulatory obligations; and

  • any other laws and regulations applicable in Cyprus and in any other jurisdiction where the Client or Managed Entity is active.

4.4 Information and updates to be provided

The Client shall promptly provide Kiklon Partners with such information, documents and access as may reasonably be required in order for the Service Providers to:

  • perform the Services; and

  • comply with their own legal and regulatory obligations, including AML/CTF, sanctions, tax reporting and professional rules.

The Client must also promptly notify Kiklon Partners in writing of any material change, including:

  • changes to ownership or UBOs;

  • changes in directors, officers, authorised signatories or contact persons;

  • changes in tax residency, regulatory status or principal business activities; and

  • any investigation, enforcement action, litigation or regulatory inquiry affecting the Client or any Managed Entity.

4.5 Right to decline, suspend or terminate

Kiklon Partners (and any other Service Provider) may decline to act, suspend any Services, or terminate the Engagement where it reasonably believes that:

  • continuing to act may breach or risk breaching applicable law, regulations, sanctions or professional rules;

  • required information or documentation has not been provided, or appears incomplete, inconsistent or unreliable; or

  • the Client or any Managed Entity no longer fits the Service Provider’s internal business-acceptance or risk criteria.

In such cases the Service Provider will, where permitted by law, inform the Client of the suspension or termination. Any suspension or termination shall not affect the Service Provider’s right to be paid for work done and costs incurred up to that date.

5. Client Due Diligence, KYC and AML Requirements

5.1 Obligation to provide KYC/AML information

The Client shall, both before the commencement of any Services and on an ongoing basis, provide all documentation, information, records and explanations reasonably requested by Kiklon Partners or any Service Provider to satisfy applicable:

  • Know Your Client (KYC) requirements;

  • anti-money-laundering and counter-terrorist-financing (AML/CTF) rules; and

  • sanctions screening and ongoing monitoring obligations.

5.2 Nature of information we may request

Without limitation, this may include:

  • incorporation and constitutional documents of any Managed Entity (certificates, memoranda and articles, registers, certificates of incumbency, good-standing certificates);

  • identity and address evidence for UBOs, directors, officers, shareholders above relevant thresholds, Authorised Persons and other key controllers;

  • details and evidence of source of funds and source of wealth;

  • explanation of business activities, including organisational charts and transaction flows;

  • minutes and resolutions, share transfers, appointment and resignation letters, security or charge documents, and powers of attorney; and

  • beneficial ownership filings or other statutory registers where applicable.

5.3 Format, certification and translation

KYC information may initially be provided electronically, but Kiklon Partners may require:

  • certified hard copies; and/or

  • certified translations where documents are not in English or Greek.

Certifications typically must be made by independent professionals (e.g. lawyers, accountants, notaries, regulated financial institutions). Self-certification is not accepted.

5.4 Accuracy and updates

The Client represents that all information provided is true, accurate, complete and up to date. The Client shall:

  • notify Kiklon Partners of any changes or updates to KYC information within a reasonable period (and no later than the period required by applicable law or as requested by Kiklon Partners); and

  • provide updated documents and information when identification documents expire or details change.

5.5 Books, records and retention

The Client shall maintain, and on request provide access to, complete and accurate financial records sufficient to:

  • explain its transactions, assets and liabilities; and

  • support the timely and accurate preparation of financial statements and regulatory filings.

Records, including invoices, bank statements, contracts and other source documents, must be retained for at least the period required by applicable law (which is typically not less than five (5) years from the relevant transaction or the end of the business relationship).

5.6 Consequences of non-compliance

If the Client fails to provide satisfactory KYC/AML information, or if the Client, any Managed Entity, any UBO or key controller becomes subject to sanctions or heightened risk:

  • Kiklon Partners and/or any other Service Provider may refuse to proceed, suspend Services or terminate the Engagement with immediate effect; and

  • any statutory or regulatory reports that must be made will be made in line with applicable law.

Where an engagement is declined or terminated for these reasons, any fees paid in advance may be refunded to the Client, less reasonable costs incurred during the preliminary review and onboarding process.

6. Fees, Invoices, Outlays and Payment Terms

6.1 Basis of charging

Kiklon Partners and any other Service Provider will be entitled to fees:

  • in accordance with the relevant Fee Schedule or engagement letter; and/or

  • on a time-spent basis, taking into account the seniority of those involved, the urgency and complexity of the work, and the value and risk profile of the matter; and

  • for any disbursements and out-of-pocket expenses, including but not limited to Registrar fees, stamp duties, court fees, translation costs, courier, search fees, notary and apostille fees, bank charges, travel (where agreed), and third-party professional fees.

6.2 Estimates vs fixed fees

Any fee estimate is given for guidance only and is not a fixed fee unless expressly stated in writing. If it becomes apparent that the original estimate is likely to be exceeded, Kiklon Partners will endeavour to notify the Client and discuss the revised range.

6.3 Invoices and due dates

Unless otherwise agreed:

  • invoices are issued electronically (by email or through any agreed online platform); and

  • each invoice is payable upon receipt, and in any event no later than the due date stated on the invoice.

6.4 Interest on overdue amounts

If any amount remains unpaid after 60 days from the date of the invoice, Kiklon Partners (or the relevant Service Provider) may:

  • charge default interest on the outstanding balance at a rate of up to 8% per annum on a simple-interest basis (or such other rate as may be specified in the invoice or allowed by applicable law); and

  • suspend ongoing work and/or decline to accept new instructions until all overdue amounts (including interest) are settled.

6.5 Right to offset or debit accounts

Where a bank or EMI account of a Managed Entity is under the signatory control of appointees introduced or coordinated by Kiklon Partners, the Client authorises the relevant Service Provider and/or such appointees, to the extent permitted by law and banking terms, to:

  • arrange for payment of any outstanding invoices or statutory fees

  • from the funds standing to the credit of that account.

Kiklon Partners is not obliged to exercise this right and accepts no liability if it is unable or unwilling to do so.

6.6 Lien over documents and deliverables

Until all outstanding fees, disbursements and expenses have been paid in full, Kiklon Partners and any other Service Provider shall have a contractual lien over, and may retain, all:

  • documents, records, statutory files;

  • corporate registers and accounting books; and

  • work product, reports, opinions and deliverables,

relating to the Client or any Managed Entity. The Service Providers will not be liable for any delay, loss or consequence arising from the exercise of such lien.

6.7 Final invoice on disengagement

Upon cessation of services, Kiklon Partners (and any other Service Provider) may issue a final invoice, including:

  • fees for work done up to the termination date;

  • time spent dealing with handover, resignation, or transfer to a new provider; and

  • all outstanding disbursements.

Release of files, registers, resignations or filings may be made conditional on prior settlement of all outstanding amounts.

7. Instructions, Communications and Client Correspondence

7.1 Who may give Instructions

Kiklon Partners is entitled to rely on instructions (“Instructions”) received from:

  • the Client; and/or

  • any person identified in writing by the Client as an Authorised Person; and/or

  • directors, partners or authorised signatories of a Managed Entity, where this is consistent with the corporate records.

7.2 Form of communications

Instructions and communications may be given:

  • by email, letter or signed document;

  • via any secure client portal or electronic signature platform used by Kiklon Partners; or

  • through any other method agreed in writing.

Kiklon Partners is entitled to treat electronic Instructions as equivalent to written Instructions.

7.3 Right to verify or decline

If there is any doubt about:

  • the identity or authority of the person giving Instructions; or

  • the clarity, completeness or consistency of Instructions,

Kiklon Partners may request clarification or additional documentation and may suspend action until satisfied. Kiklon Partners and the Service Providers will not be liable for any delay or consequence caused by such verification.

7.4 Non-receipt and transmission risks

Kiklon Partners, AM MALLAS LLC and any External Provider shall not be liable for:

  • non-receipt of Instructions or communications;

  • errors or delays caused by email, internet, courier, postal or telecommunication failures; or

  • interception or unauthorised access by third parties, provided reasonable security measures have been used on their side.

7.5 Opening and processing mail

Where a registered office or correspondence address is provided by or via Kiklon Partners:

  • Kiklon Partners is authorised to open and review all correspondence addressed to the Managed Entity at that address; and

  • such correspondence will be dealt with in accordance with the Client’s written instructions (for example, scanning, forwarding, filing, or notifying only).

Kiklon Partners shall not be responsible for any loss, penalty or claim arising from delays in forwarding or non-delivery, where it has acted with reasonable care.

7.6 Abortive matters

If any matter on which Kiklon Partners or another Service Provider has been instructed:

  • does not proceed to completion; or

  • is withdrawn or put on hold by the Client or a Managed Entity,

the Service Providers are still entitled to fees for work performed and costs incurred up to that point, including time spent on termination or handover.

8. Confidentiality and Information Sharing

8.1 Mutual confidentiality

Each Party shall treat as confidential all non-public information relating to the other Party’s business, affairs, finances, structures, and beneficiaries that is obtained in the course of the engagement.

8.2 Permitted disclosures

Confidential information may be disclosed:

  • where required by law, regulation, court order or competent authority;

  • to professional advisers, banks, External Providers, consultants or insurers engaged by Kiklon Partners, AM MALLAS LLC or the Client, who are subject to an equivalent duty of confidentiality;

  • within the broader network of External Providers and professional partners where such disclosure is reasonably necessary to deliver or coordinate the Services;

  • where the information is already in the public domain other than through a breach of these Terms; or

  • where the disclosing Party has obtained the express consent of the other Party (including any consents that must be obtained from UBOs or related persons).

8.3 Client responsibility for third-party consents

The Client confirms that any personal or confidential information disclosed to Kiklon Partners or other Service Providers relating to UBOs, directors, family members, staff or other connected persons has been disclosed with all consents required by applicable law, for which the Client is responsible.

8.4 Internal use and file retention

Kiklon Partners and AM MALLAS LLC may retain and use information internally:

  • for conflict checking, quality assurance and risk management;

  • to improve service offerings and processes; and

  • as part of their statutory and professional record-keeping obligations.

Confidentiality obligations continue to apply after the end of the engagement, subject to any overriding legal obligations to disclose.

9. Allocation of Risk, Limitation of Liability and Indemnities

9.1 No guarantee of outcome

Kiklon Partners, AM MALLAS LLC and any External Provider will exercise reasonable skill and care, but do not guarantee any particular outcome, tax result, regulatory approval or investment performance.

9.2 Reliance on information provided

The Service Providers are entitled to rely on information, documents and Instructions supplied by or on behalf of the Client or any Managed Entity. They will not be responsible for any loss or delay arising from:

  • incomplete, inaccurate, misleading or late information; or

  • failures by the Client or Managed Entity to implement or follow recommendations, advice or corporate housekeeping steps.

9.3 Limitation of liability

To the fullest extent permitted by law:

  • the aggregate liability of Kiklon Partners (and its officers and employees) to the Client and any Managed Entity, arising out of or in connection with any matter, whether in contract, tort or otherwise, shall be limited to an amount equal to the total fees paid to Kiklon Partners for the relevant matter in the preceding twelve (12) months, unless a different cap is agreed in writing;

  • in respect of regulated legal work, the liability of AM MALLAS LLC will be governed by its own terms of engagement and professional rules, which may include separate caps, and nothing in these Terms shall extend or reduce that liability; and

  • the Service Providers shall not be liable for indirect or consequential losses, loss of profit, loss of opportunity, loss of goodwill or reputational damage, even if advised of the possibility of such loss.

Nothing in these Terms shall exclude or limit any liability that cannot lawfully be excluded or limited under Cyprus law.

9.4 Indemnities

Except to the extent arising from the fraud or wilful misconduct of the relevant Service Provider, the Client and any Managed Entity jointly and severally agree to indemnify and hold harmless:

  • Kiklon Partners;

  • AM MALLAS LLC (where involved); and

  • their respective directors, officers, employees and appointees,

from and against all claims, losses, damages, penalties, costs and expenses (including reasonable legal and professional fees) arising out of:

  • the incorporation, management or activities of any Managed Entity;

  • compliance with any Instructions given by or on behalf of the Client; or

  • any breach by the Client or any Managed Entity of these Terms or applicable law.

This indemnity survives termination of the engagement.

9.5 Third-party reliance

Unless expressly agreed in writing, no advice, report, structure diagram or other output provided by Kiklon Partners or any Service Provider is intended to be relied upon by any third party, and no duty of care is owed to any such person.

10. Personal Data, Privacy and Data Governance

10.1 Data controller roles

Depending on the specific Services, Kiklon Partners and/or AM MALLAS LLC may act as:

  • independent data controllers; and/or

  • joint controllers; and/or

  • data processors for certain third-party providers,

within the meaning of Regulation (EU) 2016/679 (GDPR) and the Cyprus Law 125(I)/2018 on the protection of natural persons with regard to the processing of personal data.

10.2 Privacy documentation

Details of how Kiklon Partners and AM MALLAS LLC collect, use, store and share personal data are set out in:

  • the Kiklon Partners Privacy Policy, as amended from time to time and published on [●]; and

  • where AM MALLAS LLC provides legal services, its own separate privacy notice.

Those documents are incorporated by reference into these Terms. In the event of any inconsistency concerning data protection, the relevant privacy policy/notice will prevail.

10.3 Client responsibilities

The Client warrants that:

  • it has a lawful basis (including, where required, valid consent) for providing personal data of UBOs, directors, officers, employees and other individuals to Kiklon Partners and AM MALLAS LLC; and

  • it has provided any necessary privacy notices to such individuals.

The Client shall notify Kiklon Partners promptly of any data protection request or complaint that may affect processing carried out in connection with the Services.

10.4 Use of affiliates and processors

Kiklon Partners and AM MALLAS LLC may engage:

  • internal staff;

  • technology providers (for document management, email, portals or CRM systems); and

  • other processors or sub-processors,

to process personal data on their behalf, subject to appropriate contractual and technical safeguards under data protection law.

10.5 Cross-border transfers

Where personal data is transferred outside the EU/EEA in connection with Services (for example, to External Providers or registries in third countries), Kiklon Partners will ensure that such transfers are made:

  • to jurisdictions recognised as providing an adequate level of protection; or

  • on the basis of appropriate safeguards, such as standard contractual clauses, or another lawful derogation under GDPR.

10.6 Retention

Personal data will be retained only for as long as necessary for:

  • the purposes for which it was collected;

  • the performance or defence of legal claims; and

  • compliance with legal, regulatory and professional obligations (which, for AML/KYC purposes, is typically at least five (5) years after the end of the relationship or transaction).

11. Changes to These Terms and Fee Arrangements

11.1 Updates to Terms

Kiklon Partners may update or modify these Terms from time to time. The most recent version may be notified to the Client by email or made available on the Kiklon Partners website.

Unless otherwise required by law:

  • changes will take effect 30 days after notice or publication; and

  • continued use of the Services after that date will constitute the Client’s acceptance of the updated Terms.

11.2 Revisions to fees

Kiklon Partners may also adjust its standard fees and Fee Schedules from time to time to reflect changes in costs, market conditions and regulatory requirements. Any change will normally apply:

  • to new matters from the date of communication; and

  • to ongoing matters after reasonable notice to the Client.

Special fee arrangements agreed in writing for a specific matter will remain in place for that matter unless varied by mutual agreement.

12. Use of Affiliates, Delegation and Third-Party Providers

12.1 Internal delegation

Kiklon Partners may involve its directors, employees and consultants in the performance of the Services and may allocate tasks between them as it considers appropriate.

12.2 Affiliate Law Firm

Where the Client requires or requests legal advice or representation, such services shall be provided by AM MALLAS LLC under:

  • AM MALLAS LLC’s own terms of engagement; and

  • its professional and regulatory obligations as a law firm regulated by the Cyprus Bar Association.

Kiklon Partners may, with the Client’s consent, coordinate instructions to AM MALLAS LLC but will not itself be deemed to be providing regulated legal services.

12.3 External providers in Cyprus and abroad

For certain services (for example, foreign company formation, local registered office, bookkeeping, audits, valuations, immigration work or local tax compliance), Kiklon Partners may:

  • recommend External Providers to the Client; and/or

  • coordinate with such providers upon the Client’s instructions.

Unless explicitly agreed otherwise in writing:

  • External Providers act in their own name and on their own responsibility; and

  • the Client may be required to enter into direct terms with those providers or to authorise Kiklon Partners to do so on the Client’s behalf.

12.4 Responsibility for others

Kiklon Partners will exercise reasonable care in selecting and liaising with External Providers. However, except where mandated by law:

  • Kiklon Partners shall not be responsible for any acts or omissions of such External Providers; and

  • no External Provider shall have any contractual liability to the Client under these Terms unless expressly stated.

13. Partial Invalidity, Waiver and No Reliance

13.1 Severance

If any provision of these Terms is determined by a court or competent authority to be invalid or unenforceable, that provision shall be:

  • modified to the minimum extent necessary to make it valid and enforceable; or, if not possible,

  • treated as severed, without affecting the validity and enforceability of the remaining provisions.

13.2 No waiver

Failure by any Party to exercise, or delay in exercising, any right or remedy under these Terms does not constitute a waiver of that right or remedy. A waiver must be:

  • in writing; and

  • signed or confirmed by the Party granting it.

13.3 Entire understanding

These Terms, together with any related Fee Schedule, proposal or engagement letter, constitute the entire agreement between the Parties in relation to the Services and supersede all prior understandings, discussions or correspondence on the same subject.

The Client confirms that it has not relied on any statement or representation not set out in these documents, save in the case of fraud.

14. Notices and Method of Delivery

14.1 How notices are given

Any notice or formal communication under these Terms shall be in writing and may be delivered:

  • by hand;

  • by courier or registered post; or

  • by email to the addresses most recently notified by each Party for this purpose.

14.2 When notices take effect

A notice will be deemed received:

  • at the time of delivery, if delivered by hand;

  • on the seventh (7th) Business Day after posting, if sent by ordinary post or courier to an address in another country;

  • 24 hours after sending, if transmitted by email without notification of delivery failure.

For the purposes of this clause, “Business Day” means a day on which banks are normally open for business in Cyprus.

15. Law, Forum and Dispute Handling

15.1 Governing law

Unless otherwise agreed in a jurisdiction-specific schedule, these Terms and any dispute, claim or obligation (including non-contractual disputes or claims) arising out of or in connection with them shall be governed by and construed in accordance with the laws of the Republic of Cyprus.

15.2 Jurisdiction

The Parties submit to the non-exclusive jurisdiction of the courts of the Republic of Cyprus. Kiklon Partners (and, where relevant, AM MALLAS LLC) shall, however, be entitled to bring proceedings in:

  • the courts of the Client’s domicile or place of business; or

  • any other competent jurisdiction where assets or issues are located,

if it considers this appropriate for enforcement or protective measures.

15.3 Good-faith resolution

The Parties will, where practicable, seek to resolve any disagreement in good faith by discussion before initiating formal proceedings. This does not limit either Party’s right to seek urgent interim or protective relief from a court.

These Terms and Conditions were updated on the 24th of November 2025. 

The most recent version will always be available on our website. Continued use of our services or website after changes take effect will constitute your acknowledgement of the updated Terms and Conditions.