Launch Services Agreement
Version 1.0, January 2026
This Agreement is made by and between
(1) GTWS Tech Limited, a company, duly registered under the Laws of Cyprus, with its registered office located at Diogenous 1, Office 21, Block A, 2nd floor, Engomi, 2404 Nicosia, Cyprus, registration number НЕ 395052, email for correspondence (hereinafter “Solidgate”) and
(2) Each legal and/or natural person that will be a shareholder and/or ultimate beneficial owner of the Cyprus private limited company that will be incorporated and/or acquired using the Launch Services (each a “Founder” and collectively “Founders”) and the Cyprus private limited company that will be incorporated or transferred into the possession of Founders by using Launch Services (“Company”). Each Founder and the Company shall hereinafter be referred to as the “Client”. Except where expressly stated otherwise, the obligations of the Company and each Founder hereunder shall be joint and several.
Solidgate and Client shall collectively be referred to as “Parties” and each as “Party”.
This Agreement shall become effective upon the submission of the online onboarding by the Client (the “Effective Date”).
RECITALS:
(1) WHEREAS, the Client wishes to engage Solidgate for the provision of Services as described herein.
(2) WHEREAS, Solidgate has agreed to supply the said services on the terms and conditions set out in this Agreement.
(3) WHEREAS, it is the express objective and intention of the Parties to this Agreement to achieve a high degree of efficiency in their professional relationship, to their mutual benefit.
NOW, THEREFORE, the Parties hereto agree as follows:
1. CONDITIONS PRECEDENT
1.1. The following shall be the condition precedent for Solidgate to start rendering the Services:
1.1.1. the Client provides true, accurate and complete personal information about each of the proposed Company’s Founders, the proposed product and business model of the Company, and business information for the Company (to the extent available from time to time) as well as any parent entity of the Company including legal name, address, tax identification number, and that parent’s organisational documents (the “Client Information”) and any other information requested by Solidgate during online onboarding (the “Launch Onboarding”);
1.1.2. the Client signs all documents and applications as may be reasonably requested by Solidgate from time to time;
1.1.3. the Client successfully passes anti-money laundering and other regulatory checks that may be conducted by Solidgate and each Provider (as defined below);
1.1.4. the Client fully and timely pays the Fees for the Services as stated herein.
1.2. If the Client becomes incompliant with any of the conditions precedent set out in clause 1.1, Solidgate shall have the right to suspend rendering Services until the Client is compliant again and/or terminate the Client in accordance herewith.
1.3. In consideration of the Fees and subject to the Client’s conformity with the Agreement, Solidgate shall render Services as set out in this Agreement.
2.SERVICES
Overview
2.1. Launch is an online platform designed to support access to the building blocks of a business with a view to help global entrepreneurs to set up and maintain business presence and accept payments in the European Economic Area. Launch Services consist of the following services that will be provided by Solidgate to the Client:
2.1.1. Corporate Services facilitation, including choosing provider of Corporate Services (as defined below) and negotiating and concluding agreement with provider of Corporate Services on behalf of the Client, preparing all necessary applications for Corporate Services on behalf of the Client, and paying for the Corporate Services on behalf of the Client;
2.1.2. Office Lease facilitation, including choosing provider of office lease and negotiating agreement with Office Lease Provider (as defined below) on behalf of the Client and facilitating the Client’s entering into agreements with Office Lease Provider;
2.1.3. Payment Services facilitation, including referring the Client to providers of Payment Services (as defined below), preparing all the necessary Client Information and facilitating the Client onboarding and entering into agreements with Payment Services Providers.
2.2. Launch Services shall be provided by Solidgate in its sole discretion and the services of all Providers are provided in their sole discretion. Client will have no recourse, and Solidgate and Providers will have no liability, if at any time Solidgate or any Provider, or Solidgate’s partners or collaborators refuse to do business with the Client.
Corporate Services Facilitation
2.3. As part of the Launch Services, Solidgate will select the provider, negotiate and conclude on behalf of the Client agreement with the provider of, and pay on behalf of the Client for, the following corporate services (hereinafter collectively referred to as “Corporate Services”):
2.3.1. “Incorporation Package” which includes:
- Incorporation or transfer to the Founders of a pre-registered Cyprus private limited company;
- Preparation of the corporate documents of the Company including certificate of incorporation, certificate of registered office, certificate of directors and secretary, certificate of shareholders, Memorandum and articles of association, resolution appointing the first directors and first minutes;
- Registration of the Company with the tax department and the VAT authorities, including preparation and submission of necessary applications and supporting documentation;
- 1st year of Corporate Management Services (as defined below);
2.3.2. Provision of registered office and professional director and secretary services to the Company, including maintaining statutory records, executing corporate filings, and ensuring ongoing compliance with the Companies Law, Cap. 113 (a “Corporate Management Service”);
2.3.3. Provision of financial reporting (including preparation of audited financial statements and VAT reporting) (“Reporting Service”) and related services if requested by the Client;
2.4. The Client acknowledges and agrees that Corporate Services shall be provided by a duly licensed and authorised third-party provider that Solidgate may select and designate from time to time in its sole discretion (the “Corporate Services Provider”).
2.5. The Client hereby appoints Solidgate as its commercial agent authorised hereby to select Corporate Services Provider for the Client and negotiate and conclude on behalf of the Client agreements for the provision of Corporate Services to the Client without prior reference to the Client and to pay for the Corporate Services provided by the Corporate Services Provider on behalf of the Client, subject to the Client fully paying the Fees owed to Solidgate hereunder.
2.6. The Client also authorises Solidgate to carry out any ancillary acts that are reasonably necessary or desirable for Solidgate to carry out this Agreement.
2.7. Within the scope of authority set forth in this clause 2, Solidgate may act as a disclosed or undisclosed agent of the Client.
2.8. Within the scope of its appointment as agent hereunder, Solidgate shall act towards the Client conscientiously and in good faith and not allow its interests to conflict with the duties that it owes to the Client and the general law and shall exercise reasonable care while choosing the Corporate Services Provider.
2.9. Solidgate accepts no liability for the provision of the Services by Corporate Services Provider. In this case Solidgate’s sole role would be to choose Corporate Services Provider, to negotiate and execute the Agreement with such provider on behalf of the Client and to remit Fees for the Corporate Services to the Corporate Services Provider on behalf of the Client, subject to the Client paying such Fees to Solidgate. Solidgate does not assume any obligation with respect to the delivery of the Corporate Services to the Client.
2.10. If Client does not pay the Fees for Corporate Management and/or Reporting Services when due, the services will be discontinued. Client will bear any and all legal or other risk or damages for not having a director/secretary or not filing the necessary reports.
Office Lease Facilitation
2.11. As part of the Launch Services, Solidgate will choose for the Client the provider of leased office premises in Cyprus (“Office Lease Provider”) and negotiate the lease agreement with such Provider on behalf of the Client.
2.12. The Client shall enter into separate contractual relationship with the Office Lease Provider. The terms of the lease and the applicable fees will be stated in the lease agreement. The office lease agreement shall be between the Client and the Office Lease Provider. Solidgate does not assume any obligation with respect to the delivery of the Office Lease services to the Client nor for the payment of fees to the Office Lease Provider by the Client.
2.13. If Client does not pay the fees for office lease when due, the office lease services will be discontinued. Client will bear any and all legal or other risk or damages for not having a leased office.
Payment Services Facilitation
2.14. As part of the Launch Services, Solidgate will onboard Client with the providers of the following payment services (hereinafter collectively referred to as “Payment Services”). These services shall be provided by Solidgate or its affiliates or other partners (hereinafter collectively referred to as “Payment Services Providers” and together with Corporate Services Provider and Lease Provider – the “Providers”). By executing this Agreement, the Client irrevocably and unconditionally agrees to the provisions of the Payment Services on terms referenced below:
2.15. The Client hereby authorises Solidgate to accept the Payment Services Providers terms referenced above on behalf of the Client, provide Payment Services Providers with the Client Information, including but not limited to, KYC data, personal data of Founders and client representatives, and proposed business of the Company, and other data provided by Client in the Launch Onboarding, and to undertake all other actions reasonably necessary or desirable to register the Company for the provision of Payment Services.
2.16. The Client shall enter into separate contractual relationship with each Payment Service Provider and pay the fees for their services as may be required by such Providers. Solidgate does not assume any obligation with respect to the delivery of the relevant Services nor for the payment of fees to the Payment Services Providers by the Client.
3. FEES
3.1. The Client shall pay the fees for the Services defined in Schedule A to the Agreement (the “Fees”).
3.2. For the avoidance of doubt, the Fees stated in Schedule A hereto cover Launch Services only as defined in clause 2.1. The fees for the Office Lease and Payments Services are not included in the Fees quoted in the Schedule. Such fees shall be specified in the agreements with the respective Providers and paid in accordance with the terms of such agreements. The Client agrees to reimburse Solidgate for all reasonable costs and expenses incurred by Solidgate in the performance of its duties under this Agreement, including any payments made to Providers for services which are not covered by the Fees. Solidgate will provide the Client with detailed invoices or receipts for all payments made.
3.3. The Initial Fee (as defined in the Schedule) shall be paid upon the submission of the Launch Onboarding. The Client acknowledges and agrees that Solidgate shall not be obliged to provide any Launch Services to the Client until the Initial Fee is paid in full. If upon payment of the Initial Fee but prior to the incorporation or transfer of the Company to the Client Solidgate determines that it cannot provide Launch Services to the Client, the pre-paid Initial Fee shall be fully refunded.
3.4. Except as stated in clause 3.3 above, the Fees for Launch Services shall be confirmed by an invoice (or an electronic invoice) issued by Solidgate. Unless otherwise specified in the relevant invoice, the net Fees due shall be paid to Solidgate’s bank account stipulated in the invoice within ten (10) calendar days of receiving the invoice.
3.5. Client hereby authorises each Payment Services Provider to deduct the Fees and other charges owed to Solidgate or any Provider hereunder from any amounts owed by the Payment Services Provider to the Client and/or to debit the Client’s account maintained with such Provider with fees and charges owed to Solidgate or any Provider hereunder at such intervals as Solidgate may determine at its sole discretion from time to time. Client acknowledges and agrees that Solidgate may use its rights under this clause in its sole discretion and shall in no case be obliged to do so. This right is without prejudice to Solidgate’s right to demand the payment of Fees and other charges directly from the Client.
3.6. The Client may pay Fees using payment methods supported by Solidgate (“Payment Methods”). Solidgate shall notify the supported Payment Methods to the Client from time to time. Solidgate supports Payment Methods at its own discretion and may disable any Payment Method at any time.
3.7. By submitting credit card details or using any other Payment Methods, the Client (i) represents and warrants that the Client is duly authorised to use the Payment Method; and (ii) authorises Solidgate and/or its payment service provider to charge the Payment Method or otherwise process the payment of the Fees using such Payment Method.
3.8. The Client is solely liable for problems arising from failed payment, including but not limited to payment processing errors, delays, or failures caused by third-party payment processors. If Solidgate and/or its payment service provider cannot charge the Client’s Payment Method for any reason, the Client remains responsible for any uncollected amounts.
3.9. All bank fees, bank commissions, exchange rate losses or commissions on currency exchange, fees imposed by the card issuer or other Payment Method provider or payment processor and all other costs and fees related to payments are at the expense of the Client. The Client undertakes to perform all necessary actions and pay all necessary accompanying fees and expenses so that Solidgate receives the full amounts due hereunder.
3.10. Any outstanding Fees and other amounts that are not paid within the timeframe specified in the relevant invoice shall be considered overdue (“Overdue Amounts”). Where there is any Overdue Amount owed by the Client to Solidgate, in addition to all other remedies that may be available under this Agreement or otherwise:
3.10.1. Interest shall accrue on any unpaid invoice owed by the Client to Solidgate at the rate of 10% per month or, if lower, the highest rate permitted under Applicable Law. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount. The Client shall pay the interest together with the overdue amount. Solidgate can, at its sole discretion, waive its right to claim the accrued interest on an unpaid invoice or claim a lower interest.
3.10.2. Solidgate also will be entitled at any time and without notice or liability to the Client to suspend providing Services (ii) to inform Providers and/or other third parties about any Overdue Amounts owed by the Client to Solidgate, (iii) to suspend the release of any data provided by the Client or otherwise disrupt the provision of Provider’s and/or third party services to the Client, and (iv) to instruct any Providers and/or other third parties to withhold any data provided by the Client or otherwise disrupt the provision of their services to the Client.
3.10.3. Solidgate may at any time and without notice or liability to the Client deduct, recoup or set-off Overdue Amounts and any interest thereon from (a) the funds payable by Solidgate or its affiliate to the Client or the Client’s affiliate; (b) the Client's bank account with, and/or funds payable to the Client or its affiliate by, any Provider and/or other relevant third party involved and the Client irrevocably authorises Solidgate to give, and its financial institution to accept, such instructions. If the currency of the amount being deducted is different from the currency of the amount owed by the Client, Solidgate may deduct, recoup or setoff an amount equal to the amount owed (using market exchange rate) together with any fees Solidgate incurs in making the conversion;
3.10.4. Solidgate may also take other steps to recover the Overdue Amounts such as instructing a debt collection agency to contact the Client; issuing legal proceedings for enforcement purposes; informing fraud prevention agencies and selling, transferring or assigning the Overdue Amount to a third party; and
3.10.5. Client shall reimburse Solidgate for all reasonable costs incurred by Solidgate in collecting any Overdue Amount or interest, including attorneys' fees, court costs, and collection agency fees.
3.11. All fees payable to Solidgate under this Agreement are exclusive of value added tax and any additional or other taxes, charges or duties which may be imposed in connection with any and all payments made or due hereunder (collectively “Taxes”). All Taxes shall, if applicable, be borne by the Client. In case any Tax is or becomes chargeable (retroactively or going forward) in accordance with Applicable Law, Solidgate shall add such amount to the Fees accordingly.
3.12. Except where expressly stated otherwise, any fees or other amounts paid by the Client, whether directly or by way of set-off, deduction or otherwise, to Providers or other third-party service providers, shall not affect nor derogate from Client's obligation to pay all the Fees due to Solidgate hereunder.
3.13. Except to the extent that this Agreement expressly provides otherwise, the Client shall meet all costs associated with its compliance with the Applicable Law.
4. DISCLAIMER
4.1. The Client acknowledges, understands, and agrees that:
4.1.1. Solidgate shall exercise reasonable care while choosing Providers and facilitating the conclusion of contractual relationships between the Client and such Providers. However, Solidgate does not guarantee that any Provider will accept the Client or will not terminate its relationship with the Client at any time. Solidgate does not guarantee any standard of services provision or care by any Provider. The provision of Corporate Services, Office Lease and Payment Services and the applicable standards shall be governed by the contracts between the Client and the respective Providers. Solidgate does not assume any obligation with respect to the delivery of the Provider’s services to the Client nor for the Client’s compliance with its obligations under its agreements with Providers (except as expressly stated herein). The Client shall bear full responsibility and risks related to its failure to comply with any obligations owed to any Provider or under the Applicable Law;
4.1.2. Solidgate is not a law firm or an accounting firm, and provides no legal, tax or accounting advice of any kind whatsoever;
4.1.3. as between Solidgate and the Client, the Client alone is responsible for all corporate, tax, securities and other legal reporting, payment and compliance aspects of the Client’s personal and business activities;
4.1.4. all information, forms, and materials that may be provided through the Launch Services are provided for informational and educational purposes only and do not constitute tax, accounting or legal advice;
4.1.5. this Agreement is not intended to create an attorney-client relationship. If Client communicates with Solidgate, the communication will not be subject to any attorney-client privilege. If Client requires legal, tax, accounting or financial advice at any time, Client should consult with a licensed attorney or professional advisor;
4.1.6. Solidgate reserves the right to change or terminate its cooperations with any Providers and this may affect the Client’s ability to further cooperate with such Provider;
4.1.7. the change in Applicable Law may affect Solidgate's ability to provide and Client’s ability to receive the Services; and
4.1.8. except as expressly provided here, Solidgate provides the Launch Services to Client on an “as is” and “as available” basis, without any warranties of any kind or nature whatsoever. All implied warranties are hereby disclaimed to the greatest extent permitted under the Applicable Law.
5. STANDARD CLAUSES
5.1. The standard clauses, available at (“Standard Clauses”) are the integral part of this Agreement, provided that all references to “Company” shall be read as references to Client as defined hereunder and clause 16 “No Agency” shall not apply where this Agreement expressly provides for the creation of agency relationship. All capitalised terms not otherwise defined herein shall have the meaning assigned to them in the Standard Clauses.
5.2. Each Client by signing the Agreement, including electronic execution by checking the box through the Solidgate's website, acknowledges and accepts the Standard Clauses.
6. REPRESENTATIONS AND WARRANTIES
6.1. In addition to representations and warranties contained in the Standard Clauses, the Client hereby represents and warrants to Solidgate that:
6.1.1. each of the Founders who is a natural person is 18 years of age or older;
6.1.2. all Client Information and any other information provided to Solidgate in the Launch Onboarding or otherwise is true, complete and accurate and Client and each person providing it has all necessary rights, power and authority to share such information with Solidgate and/or the Providers for the performance of this Agreement and for the provision of Launch Services, Corporate Services, Office Lease Services and Payment Services;
6.1.3. the person accepting this Agreement on behalf of the Client is authorised to agree to it on behalf of the Company and all Founders;
6.1.4. the Client will not use the Launch Services in a manner that is illegal or could be considered unfair or deceptive.
7. INDEMNITY
7.1. Without limiting the Client’s obligations under Standard Clauses, the Client agrees to defend, indemnify, and hold harmless Solidgate and the Providers, as well as the affiliates and respective employees and agents of each (each an “Indemnitee”) from and against any claim, suit, demand, loss, liability, damage, action, or proceeding arising out of or relating to: (i) any disputes between Client and Client’s customers or any other third party, (ii) Client’s contractual, or other, obligations between Client and any third party, including any Provider, (iii) Client’s use of the Launch Services.
7.2. The indemnities given by Client under clause 6 “Indemnification” of Standard Clauses are hereby extended to all Indemnitees.
8. DATA USE AND PERSONAL DATA PROTECTION
8.1. Where the Client discloses to Solidgate personal data of any individuals that are not parties to this Agreement, such processing shall be governed by the Data Processing Agreement attached as Schedule B hereto, which forms an integral part of the Agreement.
8.2. Where Client is the data subject and provides their own personal data, such personal data shall be processed by Solidgate in accordance with Solidgate’s Privacy Policy available at , in particular in order to:
8.2.1. provide the Launch Services to the Client;
8.2.2. mitigate fraud, financial loss, and other harm to the Client, the Providers, any future providers, Solidgate, its affiliates and other parties;
8.2.3. fulfil Solidgate’s and its affiliates' obligations to governmental authorities, Providers and future providers;
8.2.4. fulfil Solidgate’s and its affiliates' obligations under Applicable Law and any Provider and future provider requirements;
8.2.5. enable applicable Providers and future Providers to deliver services to the Client and fulfil their obligations under Applicable Law, and
8.2.6. analyse, develop, and improve Solidgate’s and its affiliates' systems, products, services, features, and functionalities.
8.3. Solidgate and its affiliates shall also have the right to use data in other ways as permitted by Solidgate’s Privacy Policy available at , or as permitted by the Client in writing.
8.4. The Client in particular hereby expressly acknowledges and authorises the following uses and disclosures of the Client Information and other data provided by Solidgate hereunder, including any personal data, in the following manner:
8.4.1. Once the Client’s Launch Onboarding has been reviewed and pre-approved by Solidgate, Solidgate will send each Founder a package of documents for execution to enable provision of the Corporate Services, Office Lease and Payment Services by the relevant Providers. Client understands and agrees that Solidgate will provide the package of documents requiring signatures to establish or transfer the Company and provide Corporate Services, Office Lease and Payment Services to Client to all of the individuals whose signature needs to be added to all such documents, including all Founders and directors of corporate Founders (if applicable) and the relevant Providers. Each recipient will be able to see the full contents of such documents, which may include the personal data and documents of each Founder, holdings of each shareholder, and other potentially sensitive information.
8.4.2. Once the Company is incorporated or transferred to Founders, the Corporate Service Provider will register the Company and/or the Founder with the Cyprus Companies Register, Cyprus Beneficial Ownership Register, Cyprus Tax Department and the VAT authorities. Client specifically authorises Solidgate and Corporate Service Provider to use Client Information to prepare and submit all necessary applications and supporting documentation.
8.5. The Client consents, and must obtain all necessary rights and consents from each Founder and other individuals whose data is processed hereunder to provide to Solidgate and its affiliates, and to allow Solidgate and its affiliates to process Client’s and such individuals’ Personal Data for the purposes of Solidgate and its affiliates exercising their rights according to this Agreement, Solidgate’s Privacy Policy available at and, as applicable, the privacy policies of any Provider. The Client accepts each Provider’s privacy policy.
9. AMENDMENTS
9.1. Subject to clause 9.2 below, no amendment or waiver of any provision of this Agreement shall be effective or binding on any Party except in writing and signed by duly authorised representatives of each Party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver unless otherwise expressly provided.
9.2. Notwithstanding any other provisions in this Agreement, Solidgate shall have the right, in its sole discretion, to change the terms, conditions or specifications of any of the Services at any time upon one (1) months’ written notice to Client. In this case Client is entitled to terminate the Agreement with Solidgate by providing a written notice during the one (1) month notice period. Client is deemed to have accepted such changes if Client does not notify Solidgate before the proposed date of their entry into force that they are not accepted. This will not affect Solidgate’s right, upon 10 (ten) business days written notice unless otherwise provided by the Applicable law or the Card Schemes, to change the terms, conditions or specifications of any of the Services due to:
9.2.1. changes in the Services which are made at Client’s request;
9.2.2. the cases when Solidgate is required to amend this Agreement to comply with Applicable Law or upon the request of Providers;
9.2.3. changes reasonably imposed upon Solidgate for any reason whatsoever.
10. NOTICES
10.1. The Parties agree that for the purposes of clause 13 “Notices” of Standard Clauses the Client’s email for notices shall be email indicated as business email in the Client’s Launch Onboarding.
11. TERMINATION AND EFFECTS OF TERMINATION
11.1. In addition to the termination rights under Standard Clauses, Solidgate may terminate this Agreement immediately upon demand of any Provider or if any Provider refuses to continue providing its Services to Client or Solidgate.
11.2. If this Agreement terminates for any reason, the Launch Services, including ongoing Corporate Services, will be discontinued upon termination. Upon termination, the Client shall be solely responsible for ongoing management and reporting obligations of the Company and for managing the relationships with any Providers or alternative providers, and the Client will bear any and all legal or other risk or damages in connection with performance of such obligations.
SCHEDULE A – STANDARD FEES
Solidgate reserves the right, at its sole discretion, to amend, modify, supplement, or revoke this Schedule A, in whole or in part, at any time. The updated Schedule A shall take effect on the date determined solely by Solidgate.
The Parties agreed that the following Fees shall be applicable to the Services rendered:
| Initial Fee: | |
| Incorporation Package, Office Lease Facilitation and Payment Services Facilitation | EUR 2,900 |
| Ongoing Fees: | |
| Corporate Management Services | EUR 1,000 per year |
| Reporting Services | Per agreement |
| Other services | Per agreement |
SCHEDULE B - DATA PROCESSING AGREEMENT
This Data Processing Agreement (the “DPA”), supplements the Launch Services Agreement (the “Agreement”) between the Client and Solidgate that has the reference to this DPA and form an integral part of the Agreement.
1. DEFINITIONS
The following definitions shall apply in this DPA in addition to other defined in the Agreement; and, for the avoidance of doubt, in the event of any inconsistency or conflict, the applicable special definitions below shall supersede and/or amend the definitions in the Agreement.
| Data Breach | means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data transmitted, stored, or otherwise processed. |
| Data Controller | means the Party that has authority over the processing of Personal Data, determining the purpose for its use and the manner that it is processed. |
| Data Exporter | the Party disclosing the Personal Data |
| Data Importer | the Party receiving the Personal Data. |
| Data Protection Authority | means the official body that ensures compliance with the Data Protection Laws within its applicable jurisdiction. |
| Data Subject | means the directly or indirectly identified or identifiable person to whom the Personal Data relates. |
| Employees | means employees, officers, consultants, suppliers, freelancers and individual subcontractors. |
| Personal Data | means any information regulated by Data Protection Laws, including information concerning an identified or identifiable individual, such as, name, address, age, gender, email address, etc., that is processed in connection with the Agreement. |
| Processing, processes and process | mean either any activity that involves the use of Personal Data or as the Data Protection Laws may otherwise define processing, processes or process. It includes any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction. Processing also includes transferring Personal Data to third parties. |
| Representatives | means the beneficial owners, principals, officers, authorised representatives, and employees. |
| Standard Contractual Clauses (“SCC”) | means contractual clauses established by the European Commission concerning the international transfer of Personal Data, as set out in the Annex to Commission Implementing Decision (EU) 2021/914 of 04 June 2021. |
1. GENERAL PROVISIONS
2.1. With regard to Personal Data processed in connection with this Agreement, the Parties will each be independent Data Controllers.
2.2. This Schedule sets out the framework for the sharing of Personal Data when one Data Controller (the Data Exporter) discloses Personal Data to another Data Controller (the Data Importer). This Schedule defines the principles and procedures that the Parties shall adhere to and the responsibilities the Parties owe to each other in respect of the disclosure of the Personal Data in this context.
2.3. Each Party shall comply with the requirements of the Data Protection Laws applicable to Data Controllers and otherwise in connection with this Agreement. For the avoidance of doubt, each Party shall, inter alia, have their own, independently determined privacy policy, notices and procedures for the Personal Data they hold and shall bear responsibility for its own compliance obligations under applicable Data Protection Laws in relation to the processing of Personal Data.
2.4. The Parties shall provide one another with reasonable assistance, on request, for the purposes of achieving and demonstrating compliance with applicable Data Protection Laws in relation to such Processing.
2.5. Each Party shall ensure that it processes all Personal Data fairly and lawfully during the term of the Agreement. Each Party shall ensure that it has legitimate grounds under the Data Protection Laws for the Processing of Personal Data.
2.6. The Parties shall, in respect of Personal Data, ensure that, in advance of the disclosure of any Personal Data, the Data Subjects are provided with clear and sufficient information to the affected Data Subjects, in accordance with the requirements of applicable Data Protection Laws, of the purposes for which their Personal Data will be processed, the legal basis for such purposes, and such other information as is required by applicable Data Protection Laws.
2.7. Client undertakes to inform the Data Subjects, in accordance with the Data Protection Laws, of the purposes for which their Personal Data will be processed by Client and Solidgate under this Agreement, the legal basis for such purposes and such other information as is required by applicable Data Protection Laws.
2.8. Client shall ensure that all Data Subjects, whose Personal Data is processed under the terms of this Agreement, are duly apprised of Soligate's Privacy Policy, available at .
3. TECHNICAL AND ORGANISATIONAL MEASURES
3.1. Each Party shall implement and maintain at all times all appropriate technical, security, and organisational measures in relation to the processing of Personal Data in order to:
3.1.1. Prevent unauthorised or unlawful processing of Personal Data, the accidental loss or destruction of, or damage to Personal Data.
3.1.2. Ensure a level of security appropriate to the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage, and the nature of Personal Data.
3.2. In assessing the appropriate level of security, the Parties shall take into account the risks that are presented by the Processing, in particular risks arising from a Data Breach.
3.3. The Parties undertake to ensure the security of Personal Data entrusted for Personal Data processing in accordance with the Data Protection Laws and industry practices, in particular, to formulate and apply appropriate documentation and procedures for Personal Data processing, as well as technical, informational and legal security measures, as required by the Data Protection Laws.
3.4. Each Party shall maintain records of all processing activities carried out under this Agreement.
3.5. The Parties shall not knowingly do anything or permit anything to be done which might lead to a Data Breach or to a breach by the other Party of the Data Protection Laws.
4. EMPLOYEES
4.1. The Parties shall ensure that all Employees with access to the Personal Data are legally bound by confidentiality obligations during and after the termination of the DPA, including after the termination of their employment and/or other contractual arrangements with the Party.
4.2. The Parties shall provide access to Personal Data to its Employees on a need-to-know basis only and shall make sure that the Employees are aware and compliant with the DPA and the Data Protection Laws.
4.3. The Parties shall keep records of persons authorised for Personal Data processing.
4.4. The Parties shall train their Employees involved in the processing of Personal Data to comply with the Data Protection Laws and with the requirements established in this DPA.
4.5. Solidgate shall process Personal Data of the Client’s Representatives to fulfil its legal and contractual obligations under this Agreement, to comply with its legal obligations as a financial institution, such as the applicable European Union and/or EU member states’ legislation to combat money laundering and terrorist financing, for fraud security, risk management, analytics and assessing credit and information security risks. Client shall ensure that all Representatives, whose Personal Data is processed under the terms of this Agreement, are duly apprised of Solidgate's Privacy Policy, available at and of the privacy policy of each Provider as may be notified to Client from time to time.
5. DATA BREACHES
5.1. Each Party shall comply with its obligation to report a Data Breach to the appropriate Data Protection Authority and (where applicable) Data Subjects under applicable Data Protection Laws and shall, to the extent permitted by Applicable Law, each inform the other Party of any material Data Breach relevant to Personal Data irrespective of whether there is a requirement to notify any Data Protection Authority or Data Subject(s).
5.2. Where a Data Breach is related to the Processing under this Agreement the affected Party shall also notify the other Party to this Agreement. The notification should inter alia include:
5.2.1. Description of the Data Breach, including, if possible, the categories of data and records concerned, the category and number of Data Subjects affected;
5.2.2. Likely consequences of the Data Breach;
5.2.3. Measures taken or proposed to address and/or mitigate the effects of the Data Breach.
5.3. Each Party shall, without undue delay, take all urgent measures as are agreed by the Parties or necessary under the Data Protection Laws, to investigate, mitigate and remedy the Data Breach and to protect the Personal Data.
5.4. Each Party needs the prior approval of the other Party to include and identify the other Party in the breach notifications. The other Party should not delay or withhold the approval without a reasonable cause.
6. COOPERATION
6.1. Upon request, the Parties shall assist each other to comply with its obligations under the Data Protection Laws when related to the processing of the Personal Data, including but not limited to:
6.1.1. Data Breaches;
6.1.2. data protection impact assessments (DPIA);
6.1.3. consultations with the Data Protection Authority; and
6.1.4. enquiries, complaints, audits, claims or requests from any individual, Data Subject, court, government official, or Data Protection Authority.
6.2. Taking into account the nature of the processing, the Parties shall assist each other by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of their obligation, including but not limited to, to respond to requests for exercising the Data Subject's rights laid down in the Data Protection Laws.
6.3. Each Party shall promptly transfer each other any request received from Data Subjects according to their responsibilities defined in the Agreement. Where the required information can be retrieved by Client itself from the website of Solidgate, the Client may retrieve such information itself.
6.4. In the event of a dispute or claim brought by a Data Subject or a competent Data Protection Authority concerning the processing of Personal Data against either or both Parties, the Parties shall, to the extent permitted by Applicable Law: (i) inform each other about any such disputes or claims, and (ii) cooperate with a view to settling them amicably in a timely fashion.
6.5. Client shall not share with Solidgate any Personal Data which is not necessary or relevant for receiving the Services under this Agreement.
7. CALIFORNIA CONSUMERS PRIVACY RIGHTS
7.1. This Clause 7 is applicable to processing of Personal Information of Consumers. The terms “Personal Information” and “Consumer” shall have the meanings stipulated in the California Consumer Privacy Act of 2018, as amended from time to time (“CCPA”).
7.2. The Parties should not retain, use, or disclose Personal Information for any purpose other than for the specific purpose of performing the services specified in the Agreement.
7.3. The Parties should not retain, use, or disclose Personal Information for a commercial purpose other than providing the services specified in the Agreement.
7.4. The Parties should not retain, use, or disclose Personal Information outside of the direct business relationship between each other.
7.5. The Parties should refrain from selling Personal Information, as the term “sell” is defined in the CCPA.
7.6. The Parties certify that they understand the restrictions in Clauses 7.2 – 7.5 hereof and will comply with them.
8. TERMINATION
8.1. This DPA will come into effect on the same date as the Merchant Agreement and shall remain in force until the termination of the Merchant Agreement. Upon termination of the Merchant Agreement, this DPA shall automatically terminate, except for those clauses which, by their nature, are intended to remain valid and enforceable.
8.2. Termination of this DPA shall not affect Parties’ accrued rights and obligations before or at the date of termination.
8.3. The Parties may retain Personal Data to the extent required by Applicable Law and only to the extent and for such period as required by Data Protection Laws and always provided that each Party shall ensure the confidentiality of such Personal Data and shall ensure that such Personal Data is only processed as necessary for the purpose(s) specified in the Data Protection Laws requiring its storage and for no other purpose.
9. MISCELLANEOUS
9.1. In the case of conflict or ambiguity between any provision of the DPA and any other provision of the Agreement, the provisions of the DPA shall prevail.
ANNEX A TO SCHEDULE B
DETAILS OF PERSONAL DATA PROCESSING BY SOLIDGATE
| The nature of the processing of Personal Data: | The scope of Personal Data processing shall include the following operations performed on the Personal Data: collecting, recording, storing, transferring, preparing, amending, making the data available, profiling with the use of personal data, deleting personal data both in paper form, as well as in the IT systems required for the provision of Services and for other purposes as may be required from time to time under the Agreement and Applicable Law. |
| The purposes of the processing of Personal Data: | The Personal Data shall be processed to the extent necessary for provision of the Services under the Agreement, namely, provision of Launch Services, providing Data Subjects with services, necessary for the performance of the Agreement (facilitation of provision of corporate, office lease and payment services, other ancillary services) and to comply with Applicable Law. |
| The frequency and duration of the processing of Personal Data: | The Personal Data shall be processed on a continuous basis until no further processing is required by the Agreement or Applicable Law. The applicable retention period is set as required under Applicable Law and in any case not less than five (5) years in light of our obligations under anti-money laundering laws or six (6) years because of other Applicable Law, including fiscal, corporate and other statutory obligations, or to protect our legal rights. |
| The categories of Data Subjects and Personal Data: | The types of Personal Data which will be processed under this Agreement may include: Personal Data required for the Client onboarding, for submission to the the Providers (regarding the Client and all its UBOs, directors/other authorised representatives, contact persons etc): Contact person:
UBO or other Founder:
Director of any Founder or other authorised representative of client:
|