General Terms and Conditions

1. Definitions

The following definitions apply for the General Terms and Conditions:

1.1. Dartmouth Management EE and the Dartmouth Group of Companies further referred to as “Dartmouth”.

1.2. Party commissioning the engagement or provision of services hereinafter referred to as “Client”

1.3. Dartmouth and the Client shall be hereinafter referred to as the “Parties”.

2. Engagement Terms

2.1. Unless expressly waived in writing by Dartmouth, these general terms and conditions (further referred to as “Conditions”) will be deemed to be incorporated in all agreements entered into, and applicable to all services rendered, by any company or entity related to, belonging to, or any individual employed by Dartmouth.

2.2. A client may not assign his/her rights and obligations under any agreement with Dartmouth to any affiliated or third party without the prior written consent of Dartmouth.

2.3. Dartmouth is at any time, in its sole discretion, entitled to request references or additional information about a Client’s identity, about the business activities of a client or about persons involved in a Client’s business, and further to request all information as Dartmouth deems necessary or appropriate.

2.4. Dartmouth shall be engaged to maintain any Company fully compliant with reporting, anti-money laundering and anti-corruption practices as may be required.

2.5. Dartmouth shall not be obliged to do or omit to do anything that it considers to conflict with the lawful interests of a Client, with the interests of Dartmouth and/or the laws and regulations of any applicable jurisdiction.

3. Communication

3.1. Dartmouth may act and rely upon written requests, instruments or documents of any kind, which appear to have been signed (in original or facsimile), endorsed or prepared by a client. If a request or instruction from a client is rendered to Dartmouth by telephone or facsimile, Dartmouth will not be liable for any damages, charges, fines, taxes, costs and expenses sustained, incurred or expended, directly or indirectly (including, without limitation, fees, costs and expenses of attorneys, auditors and other experts), by a client in connection with a misunderstanding or transmission error resulting of this method of communication, including any mistake by Dartmouth on the identity of the sender. Dartmouth may, without incurring any liability, request written confirmation of instructions. This non-liability includes any damages incurred in connection with the use of E-mail communication, multimedia or cyber facilities, as well as any other commercially available communication facility.

3.2. If any documents are supplied to Dartmouth for distribution or publication, clients must take care that such documents shall not infringe any copyright, patent or other legal rights of any third party. In addition, the contents of such documents shall not be of a sexual, political, indecent, immoral or illegal character. Clients will hold Dartmouth harmless and fully indemnified against and from any liabilities, damages, charges, fines, taxes, costs and expenses incurred, sustained or expended, directly or indirectly, by Dartmouth as a consequence of any such infringement or character.

3.3. The copyright of all written materials, including agreements, documents, reports and record books, prepared by Dartmouth shall vest in Dartmouth. The client shall only have the right to use such material for the instances and the purposes such material was prepared for.

3.4. Any legal or other advice given, and any reports prepared by Dartmouth, may only be relied upon by the client to whom such advice was given or for whom such report was prepared.

3.5. For the purposes of these Conditions, a notice, invoice or any other message shall be deemed to have been received at the following times: (i) if sent by courier: at the moment of delivery by the courier to the addressee; (ii) if sent by registered letter: on the date noted on the return receipt; and (iii) if sent by telegram, telex, e-mail or facsimile: on the date of receipt by the addressee.

4. Confidentiality and Data Protection

4.1. Dartmouth shall not disclose any confidential information relating to such Client without authorization, except if reasonably required for the proper performance of Dartmouth’s duties or if required by law.

4.2. The Parties shall comply with the “Data Privacy Policy” published by Dartmouth on its website https://dartmouthinternational.com/privacy-policy/. Dartmouth may amend such terms at any time, which be automatically published and become binding upon the Parties.

5. Fees and expenses

5.1. Services rendered by Dartmouth shall be charged at the hourly rates or fees then in force and all expenses incurred and disbursements billed to or paid by Dartmouth or due to third parties by the Client, shall be for the sole account of the Client.

5.2. All invoices must be paid by the date stipulated on the relevant invoice. Dartmouth reserves the right to charge a fine per occurrence according to the time such invoice has been overdue. In addition, all fines, penalties and interest charges levied by third parties due to late payments by the Client, which have been incurred for and on behalf of the Client, shall be the sole responsibility of the Client.

5.3. At all times Dartmouth shall be entitled to suspend any of its services until the amounts due have been settled.

5.4. All costs and expenses, sustained, incurred or expended by Dartmouth, in or outside court, in connection with the collection from a client of any amounts due to Dartmouth, including any legal fees, will be for the account of such Client.

6. Termination

6.1. Dartmouth has the right to terminate part or all services to, and existing agreements with, clients in case (i) a client does not comply with the laws or regulations of any applicable jurisdiction; (ii) there is any reasonable doubt with respect to the legality, morality or decency of a client’s activities or businesses; (iii) a client runs for, or assumes a political or public office; or (iv) gets involved in a penalty or offence as listed below in 8.1, including controversial business, political, or moral situation; or (v) does not adhere to clause 9 (anti-money laundering provisions) below. Additionally, Dartmouth provides no services to clients residing in or dealing with countries that are subject to UN or EU sanctions or embargoes.

6.2. Dartmouth is entitled to retain and withhold any and all documents and corporate records belonging to a client, until all amounts due to Dartmouth have been fully settled by such client.

7. Compliance

7.1. Dartmouth and the Client hereby undertake that, at the date of the entering into the relationship, itself, its directors, officers or employees have not offered, promised, given, authorized, solicited or accepted any undue pecuniary or other advantage of any kind (or implied that they will or might do any such thing at any time in the future) in any way connected with the relationship and that it has taken reasonable measures to prevent service providers, agents or any other third parties, subject to its control or determining influence, from doing so. Each Party has put into place, at the date of entering into the relationship, or undertakes to put into place soon thereafter, a corporate anti-corruption compliance program, and of promoting a culture of integrity in its organization.

7.2. Dartmouth’s Code and Manual of Conduct and Compliance is available and published on its website https://dartmouthinternational.com/wp-content/uploads/2022/01/DARTMOUTH-CODE-AND-MANUAL-OF-CONDUCT-AND-COMPLIANCE_CLEAN.pdf

7.3. Parties will commit to maintain their compliance program and to implement its provisions at least during the term of the relationship, thus maintaining during that period of time an atmosphere of trust between the Parties.

7.4. The Parties agree that, at all times in connection with and throughout the course of the relationship and thereafter, they will comply with and that they will take reasonable measures to ensure that their subcontractors, agents or other third parties, subject to their control or determining influence, will comply with the following provisions:
Parties will prohibit the following practices at all times and in any form, in relation with a public official at the international, national or local level, a political party, party official or candidate to political office, and a director, officer or employee of a Party, whether these practices are engaged in directly or indirectly, including through third parties;

– Laundering the proceeds of Corrupt Practices: is the concealing or disguising the illicit origin, source, location, disposition, movement or ownership of property, knowing that such property is the proceeds of crime.
– “Corruption” or “Corrupt Practice(s)” shall include Bribery, Extortion or Solicitation, Trading in Influence and Laundering the proceeds of these practices.

7.5. With respect to third parties, subject to the control or determining influence of a Party, including but not limited to agents, business development consultants, sales representatives, customs agents, general consultants, resellers, subcontractors, franchisees, lawyers, accountants or similar intermediaries, acting on the Party’s behalf in connection with marketing or sales, the negotiation of contracts, the obtaining of licenses, permits or other authorizations, or any actions that benefit the Party or as subcontractors in the supply chain, Parties should instruct them neither to engage nor to tolerate that they engage in any act of corruption; not use them as a conduit for any corrupt practice; hire them only to the extent appropriate for the regular conduct.

8. Penalties and offences

8.1. List of “Designated Categories of Offences” as per Forty Recommendations on Money Laundering prepared by the Financial Action Task Force (FATCA):

participation in an organized criminal group and racketeering;

terrorism, including terrorist financing;

trafficking in human beings and migrant smuggling;

sexual exploitation, including sexual exploitation of children;

illicit trafficking in narcotic drugs and psychotropic substances;

illicit arms trafficking;

illicit trafficking in stolen and other goods;

corruption and bribery;

fraud;

counterfeiting currency;

counterfeiting and piracy of products;

environmental crime;

murder, grievous bodily injury;

kidnapping, illegal restraint and hostage-taking;

robbery or theft;

smuggling (including in relation to customs and excise duties and taxes)

tax crimes (related to direct taxes and indirect taxes)

extortion;

forgery;

piracy and

insider trading and market manipulation

8.2. A Client will be automatically rejected or services terminated by Darmouth if any of the “Designated Categories of Offences” listed in section 8.1 is performed by the Client.

9. Anti Money Laundering Provisions

9.1. To comply with legal requirements to combat money laundering (AML) and terrorist financing (CFT), Dartmouth has developed a set of Know Your Customer (“KYC”) policies and practices. Our Know Your Customer Declaration will be provided by Dartmouth along with these Terms and Conditions. The client will provide information required in order for Dartmouth to comply with such legislation and internal policies and practices. Such information must be provided on a specific form “KYC” or due diligence form and must be signed by the Client. Based on analysis and internal polices, Dartmouth reserves the right to accept or refuse the Client at Dartmouth´s sole discretion.

9.2. The Client acknowledges, understands and agrees that Dartmouth will manage the business affairs of the Entity, at all times, in compliance with (i) the applicable laws and regulations including, without limitation, those related to business organization and the prevention of money laundering; (ii) the Entity’s articles of association/memorandum/Deed/By-laws/partnership agreement; and (iii) any shareholders’/partners’ resolutions. In any event, Dartmouth will perform its duties and render the Services to the best of its ability and knowledge and in the best interest of the Entity.

10. Applicable Law and Jurisdiction

10.1. If any of the provisions of these Conditions or of any agreement Dartmouth entered into, is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions hereof nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall in any way be affected or impaired.

10.2. Dartmouth shall not be obliged to do or omit to do anything that it considers to be in conflict with the lawful interests of a client, with the interests of Dartmouth and/or the laws and regulations of any applicable jurisdiction.

10.3. If any of the provisions of these Conditions or of any agreement Dartmouth entered into, is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions hereof nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall in any way be affected or impaired.