Terms and Conditions

1. Parties to this Agreement

This Agreement is concluded between Orsini Asset Management Ltd. (registered address: 36 Douglas Street, Kirkcaldy, Scotland, KY1 1QG; with a branch office at Dufourstrasse 175, Zurigo, 8008, Switzerland), operating under the trade name Orsini Assets (hereinafter the "Company", "we", "us", or "our"), and the individual or entity who engages the Company's services or accesses the Company's website at orsiniassets.com (hereinafter the "Client" or "you"). The Company and the Client are together referred to as the "Parties".

The Company provides the Client with access to personalised wealth management, investment advisory, and portfolio management services through its website and associated client portals. This Agreement, together with any supplemental documents referenced herein, governs the use of the Company's services by the Client.

2. Our Services

The Company's services under this Agreement include, but are not limited to:

• Opening and servicing a personal client account on behalf of the Client.
• Providing personalised investment advisory services, including portfolio construction, asset allocation guidance, and ongoing portfolio monitoring.
• Delivering wealth planning services encompassing estate planning guidance, tax-efficient structuring, and intergenerational wealth transfer strategies.
• Providing institutional and family office solutions, including bespoke multi-asset strategies and direct investment facilitation.
• Providing informational and consulting services, where the Client acknowledges that any guidance or information received from the Company is not a directive but is offered for advisory purposes only.

The Company reserves the right to modify, expand, or discontinue any service at its discretion. The Company shall not be liable for any loss incurred by the Client arising from such modifications.

3. Acceptance of Terms

By accessing orsiniassets.com or by engaging the Company's services in any capacity - including submitting a consultation request, opening a client account, or entering into a separate client agreement - the Client agrees to be bound by these Terms and Conditions in their entirety. If the Client does not agree with any provision of this Agreement, the Client must immediately cease using the Company's services.

By engaging the Company, the Client confirms that:

• All information provided to the Company is accurate and complete.
• The Client has attained the age of majority in their country of residence.
• The Client's personal information will be kept up to date and any changes will be communicated to the Company promptly.
• The use of the Company's services will not conflict with any obligations to third parties or with the laws of the Client's country of residence.

This Agreement may be revised and updated by the Company at any time as required. Updates take effect within seven calendar days of being published on the Company's website. Continued use of the Company's services following the publication of any amendment constitutes acceptance of the revised terms. The Company is not responsible for the Client's failure to review updates in a timely manner.

4. Client Eligibility

The Company's services are available only to individuals who have reached the age of majority in their country of residence. Where any doubt exists regarding a prospective Client's age, the Company reserves the right to request documentation confirming the Client's date of birth. Should such documentation not be provided, or if the Company has reason to suspect falsification, the Company may suspend or terminate the Client's account.

The Company's representatives may verify the accuracy of any personal data provided by the Client. This verification may take the form of requests for identity documents (such as a government-issued passport or driver's licence), proof of address (such as a utility bill or bank statement), or other relevant documentation. The procedures governing this process are set out in the Company's KYC Policy.

The Company reserves the right to request certified and translated copies of documents where necessary. Failure to provide required documentation within the stipulated timeframe may result in the suspension of access to the Company's services. The Company is not obliged to inform the Client of the specific status of any ongoing verification process.

In the event that fraudulent activity is detected on the part of the Client, the Company reserves the right to terminate the Client's account and to prohibit future use of its services.

5. Know Your Client (KYC) and Anti-Money Laundering

The Company is committed to full compliance with applicable anti-money laundering (AML) and counter-terrorist financing (CTF) regulations. Prior to onboarding, the Client must provide all documentation and information required for identity verification and source-of-funds assessment.

The Company has the right to initiate identity checks at any time, including verification of the Client's name, address, source of wealth, and business activities. Third-party service providers may be engaged to support this process.

The Client is required to provide all requested KYC documentation before engaging the Company's services or, at the latest, within ten business days of the Client's first instruction. Failure to provide the required documentation within this timeframe may result in the suspension of the Client's account until full verification is completed.

The Company reserves the right to decline or reverse any transaction where it is not satisfied as to the source of funds. Where a Client provides funds through a new or previously unauthorised payment method, the Company may request proof of ownership of that method. Should the Client fail to provide such proof within ten calendar days, the Company may restrict activity on the account.

6. Account Opening and Management

The Company shall open one or more client accounts for the Client upon the completion of onboarding formalities and the receipt of the minimum initial engagement amount, as determined by the Company from time to time and communicated in the Company's service schedule or applicable client agreement.

The Client may deposit funds to their account at any time during the term of this Agreement, subject to the Company's accepted methods and currencies as published in the Client's personal portal. Accepted methods and currencies may be amended without prior notice.

The Client is responsible for maintaining accurate and up-to-date account information. The Company shall not be liable for any consequences arising from the Client's failure to update their details.

The Client is solely responsible for the security of all access credentials to their account and personal portal. The Company should be notified immediately in the event of any unauthorised access or suspected security breach. The Company will not be liable for any loss resulting from the Client's failure to safeguard their credentials.

7. Investment Advisory Process

The Company provides investment advisory services based on the information and objectives disclosed by the Client during onboarding and throughout the advisory relationship. The quality and suitability of recommendations made by the Company are contingent on the accuracy and completeness of the information provided by the Client.

All investment recommendations and advisory communications from the Company are provided for informational guidance only and do not constitute a guarantee of returns or outcomes. Investment in financial markets carries an inherent risk of loss, and past performance is not an indicator of future results.

The Company reserves the right to review any instruction or request submitted by the Client and may decline to act on any instruction that it reasonably considers to be contrary to applicable regulations, the Client's stated investment objectives, or the Company's internal policies. The Company shall not be liable for any loss arising from acting in good faith on instructions provided by the Client.

The Company processes client instructions within a reasonable timeframe and reserves the right to request additional information before executing any significant instruction.

8. Fees, Charges, and Expenses

The Client agrees to pay the Company fees and charges in the amounts set out in the applicable client agreement, fee schedule, or as otherwise communicated on the Company's website. Fee structures may include management fees, advisory fees, performance-related fees, and third-party transaction charges, as applicable.

The Company reserves the right to amend its fee schedule at any time. All changes will be published on the Company's website or communicated directly to the Client with reasonable advance notice. Continued use of the Company's services following such notification constitutes acceptance of the revised fees.

Where a client account has been inactive - defined as no instruction or engagement with the Company - for a period of 90 calendar days or more, the Company reserves the right to apply a maintenance charge to the account to cover the cost of account upkeep. The applicable charge will be communicated in the Client's fee schedule or client agreement.

All payment and transfer charges arising from deposits or withdrawals shall be borne by the Client unless otherwise agreed in writing.

9. Deposits and Withdrawals

The Client may deposit funds to their client account via the methods accepted by the Company as listed in the Client's personal portal. Deposits will be credited to the Client's account within one to three business days following cleared receipt by the Company.

The Client may request a withdrawal of funds from their client account at any time, subject to the following conditions being met:

• The withdrawal instruction contains all required information.
• The withdrawal is directed to an account held in the Client's name that was used for the original deposit, or to another verified account belonging to the Client.
• The available balance on the Client's account equals or exceeds the requested withdrawal amount, including any applicable charges.
• There are no outstanding compliance, AML, or verification queries on the account.
• No force majeure event prevents the Company from processing the withdrawal.

The Company will review and process valid withdrawal requests within ten business days of receipt. The Company reserves the right to review no more than one withdrawal request per day per Client. The Client may not have more than three simultaneous withdrawal requests under review.

The Company will not accept third-party or anonymous payments into a Client account, nor will it make withdrawals to any third-party or anonymous account. The Client is responsible for providing correct payment details; the Company will not be liable for losses arising from incorrect instructions.

Where a Client provides incorrect transfer details, the Company may be unable to correct the error and the Client may suffer a financial loss as a result. Any banking investigation charges arising from misdirected transfers shall be borne by the Client.

10. Rights and Obligations of the Parties

The Client has the right to receive all services described in Section 2 of this Agreement, subject to satisfying all applicable onboarding and compliance requirements.

The Client is entitled to withdraw funds from their account at any time, subject to the conditions described in Section 9 of this Agreement.

The Company reserves the right to refuse or suspend the provision of services to any Client who is in breach of this Agreement, and to seek compensation for any costs or losses arising as a result of such breach where duly substantiated.

The Company reserves the right to suspend a Client's account for up to ten business days while investigating a potential compliance breach, a suspected technical or operational error, or any activity that may violate the terms of this Agreement. This review may be initiated in the following circumstances:

• The Client has attempted to access or interfere with any system or infrastructure operated by the Company in an unauthorised manner.
• The Client has provided inaccurate or misleading information during registration or onboarding.
• The Company has identified activity indicative of potential fraud, money laundering, or other illicit conduct.

In the event of a dispute, the Client is required to contact the Company in writing at legal@orsiniassets.com in accordance with Section 15 of this Agreement.

11. Confidentiality

The Company treats all Client information as strictly confidential. Personal and financial information provided by the Client will not be disclosed to any third party except: (a) where required by applicable law or regulation; (b) where necessary to provide the contracted services, including the engagement of regulated third-party custodians, administrators, or compliance service providers; or (c) with the prior written consent of the Client.

The Client acknowledges that communications transmitted over public networks, including email and web portals, may not be entirely secure. The Company will take all reasonable precautions to protect Client data but cannot guarantee the security of all transmissions.

12. Intellectual Property

All content on orsiniassets.com - including text, graphics, logos, data compilations, software, and design elements - is the property of Orsini Asset Management Ltd. or its licensors and is protected by applicable intellectual property laws. Nothing in this Agreement grants the Client any licence or right to use the Company's intellectual property without prior written consent.

Unauthorised reproduction, distribution, modification, or commercial exploitation of any content on the Site is strictly prohibited.

13. Disclaimers and Limitation of Liability

The information provided on orsiniassets.com is for general informational purposes only and does not constitute personalised financial, investment, legal, or tax advice. The Company does not guarantee the accuracy, completeness, or timeliness of any content on the Site.

Nothing on this Site constitutes an offer to buy or sell, or a solicitation of an offer to buy or sell, any securities, financial instruments, or investment services. Any such offer or solicitation will be made exclusively by means of formal client documentation.

To the maximum extent permitted by applicable law, the Company shall not be liable for any direct, indirect, incidental, consequential, or special damages arising from the Client's use of the Site or the Company's services, including - without limitation - loss of capital, lost profits, or loss of opportunity.

The Company does not accept liability for losses arising from force majeure events, market volatility, third-party actions outside the Company's reasonable control, or the Client's failure to act on advisory guidance in a timely manner. The Company accepts no liability for any indirect, speculative, or consequential loss.

The Company disclaims responsibility for the legality of its services in any jurisdiction where the Client may be resident. It is the Client's sole responsibility to confirm that the use of the Company's services complies with the laws of their country of residence before engaging with the Company.

14. Force Majeure

Neither Party shall be liable for failure or delay in the performance of its obligations under this Agreement where such failure or delay is caused by a force majeure event - that is, a circumstance beyond the reasonable control of the affected Party that could not have been foreseen or prevented. Such circumstances include, but are not limited to: natural disasters, pandemic or epidemic events, acts of terrorism, civil unrest, acts of governmental authority, embargoes, wars or armed conflict, or any other extraordinary event beyond the Parties' control.

Force majeure circumstances under this Agreement also include illegal acts directed against the Company, its employees, or its infrastructure, including cybersecurity incidents and unauthorised system intrusions.

In addition, force majeure circumstances include the suspension, liquidation, or closure of any relevant market or exchange, or the introduction of non-standard trading conditions affecting any market in which the Company operates.

In the event of a force majeure occurrence, the Company may, without prior notice to the Client, take any action it reasonably considers appropriate in the circumstances to protect the interests of its clients or to comply with applicable regulations.

The Party affected by a force majeure event must notify the other Party in writing within thirty calendar days of the commencement of such circumstances. Failure to provide timely notification shall preclude the affected Party from relying on force majeure as a defence.

15. Dispute Resolution

Any dispute or disagreement arising in connection with this Agreement shall first be referred to the Parties for resolution by good-faith negotiation.

Where a Client believes their interests have been adversely affected, they must submit a formal written claim to the Company. Claims must be submitted within the following timeframes:

• Claims relating to investment advisory or portfolio management instructions must be submitted within three business days of the event giving rise to the claim.
• Claims relating to account administration, deposits, withdrawals, or other non-advisory matters must be submitted within ten calendar days of the relevant event.

Claims submitted outside these timeframes will not be considered by the Company. Failure to submit a claim within the specified period shall be deemed acceptance of the relevant action taken by the Company.

All claims must be submitted in writing by email to legal@orsiniassets.com and must include:

• Full name and client account reference.
• A clear description of the dispute.
• The date and nature of the event giving rise to the claim.
• The resolution or remedy sought from the Company.

Claims will not be accepted if submitted via social media, telephone, or any channel other than the official email address above. The Company reserves the right to decline a claim that contains abusive or offensive language.

The Company will review a claim and provide a decision within: three business days for claims relating to advisory instructions; and twenty calendar days for all other claims. Where additional information is required, the review period commences from the date the Company receives all requested information.

Where a claim is upheld, compensation will be credited to the Client's account within one business day of the decision. The Company does not compensate for indirect or speculative loss, or for any action the Client intended but did not carry out.

If the Parties are unable to resolve a dispute through negotiation, or if the Client disagrees with the Company's decision, the matter may be referred to the competent courts in accordance with Section 17 of this Agreement.

16. Termination and Account Closure

A Client wishing to close their account must contact the Company in writing at legal@orsiniassets.com with a clear statement of intent. The minimum review period for an account closure request is five business days, during which the Client may not submit new instructions.

The full closure of a client account and the release of remaining funds may take up to six calendar months, during which all account activity will be suspended. The Client may withdraw a closure request at any time during this period by submitting a written notification to legal@orsiniassets.com.

The Company reserves the right to terminate this Agreement and close a Client's account unilaterally in the following circumstances:

• The Client is in material breach of this Agreement.
• The Company is required to do so by applicable law or a regulatory directive.
• The Company has reasonable grounds to suspect fraud, money laundering, or other illicit activity on the account.
• The Client has provided materially false or misleading information.

In the event of unilateral termination by the Company, the Client will be notified by email at the registered address on their account within five business days. Upon closure, the Company will return to the Client the net remaining balance of their account - defined as the sum of all deposits less any withdrawals, applicable fees, and charges - in accordance with the procedures described in Section 9. Following the return of funds, the account balance will be cancelled and may not be reinstated.

17. Governing Law

This Agreement is drawn up and operates in accordance with the laws of England and Wales. For all matters not expressly regulated by this Agreement, the Parties shall be guided by the applicable rules of the law of England and Wales.

All disputes not resolved through negotiation shall be referred to the competent courts of England and Wales, which shall have exclusive jurisdiction in relation to this Agreement. Both Parties waive any objection to the jurisdiction of the courts of England and Wales in respect of any dispute arising under this Agreement.

This Agreement is subject to modification upon changes in applicable law or regulatory guidance. The Company will endeavour to notify Clients of material changes resulting from regulatory requirements within a reasonable timeframe.