Axipro Technology Ltd. United Kingdom, Axipro LLC United States and Axipro Technology W.L.L Kingdom of Bahrain (collectively as ”Axipro”) will provide professional services (the “Services”) to you (“Client” and collectively, the “Parties”), as further described in the Engagement Proposal (“EP”), which together with these General Terms and Conditions (“Terms”), form the Agreement.
A. Statement of Work:
All engagements will be separately identified using an EP and will be subject to these Terms. Each EP will set forth details relative to the engagement(s). More than one EP for Client may be in effect at any time. Additional EPs shall be accepted only if signed by the Parties. An EP may contain additional terms that will supersede any conflicting provision in these Terms. Each EP incorporates by reference these Terms and is deemed to be part of the Agreement. Any change to the Agreement shall be agreed to by the Parties in writing, except that Axipro may modify these Terms from time to time by providing written notice to Client.
B. Fees and Costs:
Client will pay Axipro professional fees in the amount and timing detailed in each EP. Client will also pay for reasonable expenses related to the Services, including travel. Unless otherwise specified in an EP, payment for Services is due when invoices are received. Client authorizes recurring billings to its chosen card or checking account. Should payment not be made within 30 days (unless otherwise states in the EP) of the invoice, we reserve the right to: (1) immediately suspend our performance of Services under any EP until your account is brought current; and/or (2) withdraw from the engagement.
C. Client Responsibilities:
To facilitate our delivery of the Services, the Client (i) is responsible for the accuracy and completeness of the financial records, information, and representations provided to us and for maintaining such records; (ii) will provide Axipro, on a timely basis, such financial and other records that we may request; (iii) agrees that all material information will be disclosed to us, and that we will have the full cooperation of, and unrestricted access to, your personnel during the course of any engagement; (iv) will prepare schedules and analyses as requested for use by Axipro, on a timely basis to facilitate the progress of work; (v) will not rely on advice given orally and will only rely on advice in writing; (vi) will (when necessary) furnish Axipro personnel with a suitable office environment and adequate IT resources, as needed; and (vii) will fulfill all responsibilities prescribed in the Agreement.
D. Confidentiality:
With respect to information supplied in connection with the Agreement, the Parties agree to regard all information as confidential and to:
(i) protect the confidential information in a reasonable and appropriate manner in accordance with applicable professional standards; and
(ii) use or reproduce confidential information only as required to perform its obligations under the Agreement. This section shall not apply to information which is publicly known other than by unauthorized disclosure, disclosed to a third party without restriction, is independently developed without use of the confidential information, or disclosed pursuant to legal process, professional standards, or court order, provided that the Parties shall, unless legally prohibited, provide the other Party with reasonable, prior notice to the disclosure. Axipro may disclose Client’s confidential information to “Third Party Service Providers” subject to Section H. The Parties shall notify the other Party of any unauthorized disclosure of confidential information.
E. Deliverables:
Deliverables are the items of work set forth on each EP. Where Deliverables include financial statements, such financial statements and our report should not be provided or made available in connection with the offering or sale of securities without first obtaining our approval, which may be granted or withheld at our sole discretion. Axipro retains all intellectual property rights in the Deliverables, except the information in them. Client reserves and owns all right, title and interest (including intellectual property rights) to all information and documents provided to Axipro. No rights are granted to Axipro hereunder other than as expressly set forth in these Terms.
F. Record Retention:
We retain records (original records, copies, or those created by us during the engagement) for seven (7) years from the date of completion of the Services rendered with regard to a Deliverable, as is required by law and professional standards. It is our policy to not retain original client records. We will return those to you at the completion of the Services rendered. When records are returned to you, it is your responsibility to retain and protect those records for possible future use, including potential examination by any government or regulatory agency. All records not returned to you will be destroyed after the end of the 7-year period. In case GRC or productivity platform used for the engagement, the responsibility for data availability, server uptime, and infrastructure security rests entirely with the third-party platform provider (the “Sub-processor”) and the ownership of the data, subject to the terms and conditions of the specific third-party tool utilized shall be with you or Axipro.
G. Staff:
During the performance of the Services and for a period of twelve (12) months following the completion of the Deliverables, neither Party will solicit the employment of the staff of the other Party involved with providing the Deliverables. Neither Party is restricted from hiring individuals who respond to publicly available employment postings.
H. Third Party Service Providers:
We may engage agents, affiliates, or subcontractors (“Third Party Service Providers” or “TPSPs”) to perform the Services. You agree that we may subcontract TPSPs for any of the Services, provided that we shall be responsible for the fulfillment of our obligations under the Agreement. We remain responsible for the work provided by any TPSPs under this Agreement. You consent to Axipro sharing your confidential information with TPSPs to facilitate performance of the Services. We have obtained confidentiality agreements with our TPSPs to maintain the confidentiality of your information and we will take reasonable precautions to determine that they have appropriate procedures in place to prevent the unauthorized release of confidential information to others.
I. Term and Termination:
These Terms will be effective as of the effective date on the Client’s initial EP and will remain in effect until all EPs are terminated, unless otherwise updated by Axipro from time to time. The Agreement may be terminated at any time by either Party upon fifteen (15) days written notice to the other Party. Client shall pay Axipro for all Services rendered and expenses incurred as of the date of termination and Axipro shall refund to Client any prepaid fees for Services not rendered. We reserve the right to immediately terminate Services and withdraw from the engagement in the event that you fail to timely provide us with requested records, confirmations, documentation, items selected, and other information that we deem necessary for the completion of our work. We further reserve the right to resign from the engagement in the event we cannot render an opinion or otherwise complete the engagement for the Services.
M. Dispute Resolution:
You must initiate any action relating to the Services within 1 year of you becoming aware of the facts giving rise to the alleged claim. For mediation or arbitration, the Parties shall share the fees equally. If any dispute arises other than for nonpayment of fees, then the Parties agree to mediation administered by the laws in United States, United Kingdom or Kingdom of Bahrain.
Q. General:
(i) Neither Party shall use the other Party’s name, trademarks, service marks, logos, trade names, and/or branding without such Party’s prior written consent. However, with Client’s prior written consent, Axipro may reference or list Client’s name and/or a general description of the Services rendered by Axipro to Client in connection with marketing.
(ii) Neither Party shall be liable to the other Party for any failure or delay in fulfilling or performing any term of the Agreement when and to the extent such failure or delay in performance of the Services is caused by or results from acts or circumstances beyond the reasonable control of the Party.
(iii) Any notices given pursuant to the Agreement shall be in writing, delivered to the address on record, and shall be considered given when received by the Party to which the notice was addressed. Unless otherwise agreed herein, all notices must be delivered by personal delivery, nationally recognized overnight courier, or certified or registered mail (in each case, return receipt requested, postage prepaid). A courtesy copy of any notice shall also be emailed to info@axipro.co
(iv) No terms in the Agreement shall be deemed waived, and no breach of the terms is excused, unless the waiver or consent is in writing signed by the Party granting such waiver or consent.
(v) If any term of the Agreement is determined to be illegal or unenforceable, such term shall be deemed stricken, and all other terms shall remain in full force and effect.
(vi) Client acknowledges that:
(a) the Parties may correspond or convey documentation via internet sources unless Client expressly requests otherwise. Axipro may utilize the transmission and sharing of information via email, and the internet using other methods (such as portals) and may store electronic data via software applications hosted remotely on the internet, or allow access to data through TPSPs’ secured portals or clouds and
(b) neither Party has control over the performance, reliability, availability, or security of the internet. Professional standards prohibit us from being the sole host and/or the sole storage for your financial and non-financial data. It is your responsibility to maintain your original data and records and we cannot be responsible to maintain such original information.
(vii) Client consents to allow Axipro employees and/or TPSPs (for the purpose of performing the Services noted in the EP) to access Client information from locations outside the United States, United Kingdom and Kingdom of Bahrain as necessary.
(viii) Client is responsible for ensuring that it is authorized, as may be required by applicable data protection laws, to disclose the personal identifiable information that it provides to Axipro in connection with the performance of the Services.
(ix) The Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of the Agreement delivered by email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of the Agreement.
(x) This Agreement contains the entire agreement between the Parties and supersedes all oral understandings, representations, prior discussions and preliminary arrangements.
(xi) To ensure that the implementation of the Assignment is timely and focused on the outcomes of the plan, the spirit of the relationship between parties is built on mutual respect.
Axipro GENERAL TERMS AND CONDITIONS FOR PROFESSIONAL SERVICES (LAST UPDATED: Feb 10, 2026)