Terms
of Service

In these Terms, the following words carry the meanings set out below unless the context clearly requires otherwise.

• "Ayin" means the international advisory and compliance practice operating under the name Ayin and reachable at ayin.group.
• "Client" means the individual, company, or other entity that engages Ayin under these Terms.
• "Services" means the market access, platform compliance, cross-border advisory, filing, documentation, and representation work described in any Scope of Work agreed between Ayin and the Client.
• "Deliverables" means the records, filings, dossiers, plans of action, correspondence, documentation templates, and any other materials produced by Ayin in the course of the Services.
• "Scope of Work" means the written document, proposal, or exchange of correspondence in which the specific Services and Deliverables for an engagement are agreed.
• "Authority" means any regulator, government body, customs authority, or platform (including a marketplace's seller-performance function) with jurisdiction or contractual standing over the Client's matter.
• "Confidential Information" means any non-public information disclosed by either party in connection with an engagement, including business strategy, operational data, supply-chain detail, personnel information, and the content of Deliverables.

By engaging Ayin, the individual signing the Scope of Work represents and warrants that they:

• Are at least 18 years of age and have full legal capacity to enter into a binding agreement.
• Have the actual authority to bind the Client to these Terms — whether signing personally or on behalf of a company, partnership, or other entity.
• Are not subject to any sanction, denial, or restriction that would make the engagement unlawful for either party to perform — see Clause 5 on sanctions screening.

Where any of these representations is later found to be false, Ayin may terminate the engagement immediately under Clause 14 and the indemnification in Clause 11 applies.

Each engagement begins with an agreed Scope of Work. No obligation to provide Services arises until both parties have confirmed the scope in writing — including by email.

The Scope of Work will specify, at minimum: the nature of the Services to be provided; the Deliverables to be produced; the timeline and any milestones; the named Authorities or regimes in scope; and the fees payable.

Where a Client's business, product, account status, or regulatory environment changes materially during an engagement, either party may request a review of scope. Ayin reserves the right to adjust fees or timeline where the agreed scope has changed materially due to information not available at the time of agreement, including a regime change, a new Authority requirement, or a materially different starting position than represented.

Ayin reserves the right to decline any engagement at its sole discretion, including where Ayin reasonably considers the engagement to fall outside its competence, to require representations Ayin is not licensed to make, or to conflict with its values.

The standing Ayin builds depends entirely on the accuracy and completeness of what the Client provides. The Client is responsible for:

• Providing accurate, complete, and timely information about the product, business, account history, supply chain, and the jurisdictions or platforms involved.
• Notifying Ayin promptly of any material change to that information during the engagement, including a new enforcement action, a platform notice, or a change in ownership or supply source.
• Ensuring that any document, invoice, certificate, or representation supplied to Ayin for use in a filing or appeal is genuine and accurate. Ayin does not verify the authenticity of Client-supplied documents and relies on the Client's warranty that they are true.
• Confirming that the Client and its goods, funds, and counterparties are not subject to applicable trade sanctions, export controls, or denied-party restrictions in any jurisdiction relevant to the engagement.
• Maintaining, operating, and updating the Deliverables after handover, as required by the Client's own ongoing obligations.
• Obtaining independent legal advice wherever the Client requires confirmation that its practices comply with applicable law.

Ayin's liability is reduced to the extent that delays, errors, rejections, or adverse Authority decisions result from the Client's failure to meet these responsibilities, including the provision of false or incomplete information.

Fees are as agreed in the Scope of Work. Where not specified, Ayin's standard terms are payment within 14 days of invoice.

Ayin reserves the right to pause or suspend Services where payment is overdue by more than 14 days, following written notice to the Client. Suspension does not relieve the Client of payment obligations already accrued.

Where a Scope of Work provides for staged payments, Deliverables associated with each stage are released on receipt of payment for that stage. Any third-party fee — a regulatory filing fee, a notarisation cost, a translation cost, a courier charge — is passed through at cost and invoiced separately unless the Scope of Work states otherwise.

All fees are exclusive of applicable taxes unless stated otherwise. The Client is responsible for any taxes, duties, or withholding applicable in its own jurisdiction.

Fees paid for work already performed are non-refundable, except where Ayin has materially failed to deliver what was agreed in the Scope of Work. Where a Client's matter is declined by an Authority for reasons unrelated to the quality of Ayin's work — including a change in the Authority's own policy, a Client misrepresentation, or a pre-existing condition outside Ayin's knowledge — fees already earned for work performed remain payable.

Late payments may accrue interest at the statutory rate applicable in the governing jurisdiction, calculated from the due date until paid.

Each party agrees to hold the other's Confidential Information in strict confidence and to use it solely for the purposes of the engagement. Neither party will disclose the other's Confidential Information to any third party without prior written consent, except:

• Where disclosure is required by law, regulation, court order, or a lawful Authority request — in which case the disclosing party will give the other as much notice as is legally permissible.
• To professional advisers, sub-processors, or correspondent agents who are themselves bound by equivalent confidentiality obligations and are reasonably necessary to perform the Services.
• Where the information has entered the public domain through no fault of the disclosing party.

Ayin will not use Client information to publish case studies or identify the Client in any public-facing material without the Client's explicit written consent. Personal data is handled in accordance with Ayin's Privacy Policy.

Confidentiality obligations survive termination of the engagement for a period of five years, or indefinitely in respect of trade secrets and Authority-sensitive material.

Ayin does not guarantee, warrant, or represent that any product, account, or business will be approved, reinstated, certified, or found compliant by any Authority.

Outcomes are decided by regulators, customs authorities, courts, and platforms applying their own — often discretionary — standards. Ayin builds the strongest standing and the clearest record the facts support. What any Authority concludes is outside Ayin's control and outside the scope of anything Ayin can promise.

• Regulatory matters: regime names, ceilings, and requirements described in any Deliverable or on this site reflect Ayin's current understanding and may change as legislation, guidance, or enforcement practice develops.
• Platform matters: marketplaces set and change their own enforcement policies unilaterally and without notice. A Plan of Action accepted today may not be accepted in an identical case tomorrow.
• Timelines: any timeline given for an Authority's response is an estimate based on typical practice, not a commitment by that Authority.

Ayin recommends that Clients with material exposure take independent legal advice on the adequacy of their compliance posture, in addition to engaging Ayin for the infrastructure and representation work itself.

To the fullest extent permitted by applicable law, Ayin's total aggregate liability to the Client for any and all claims arising out of or in connection with a given engagement — whether in contract, tort, statute, or otherwise — shall not exceed the total fees paid by the Client for that specific engagement in the twelve months preceding the claim.

A small number of matters are never subject to that cap. The map below sets out the line plainly, because a liability clause that hides its own exceptions in a single dense paragraph is not one either side can rely on.

Both parties acknowledge that the fees charged reflect the allocation of risk in this Clause 10, and that Ayin would not provide the Services at the agreed fees without it.

The Client agrees to indemnify, defend, and hold Ayin harmless from and against any third-party claim, loss, liability, fine, or expense (including reasonable legal fees) arising out of or in connection with:

• Any document, invoice, certificate, or representation supplied by the Client that is false, inaccurate, or misleading, where Ayin relied on it in good faith in performing the Services.
• The Client's breach of Clause 3 (eligibility and authority to bind) or Clause 5 (Client responsibilities).
• The Client's products, goods, conduct, or business practices independent of any advice or work product Ayin provided.
• Any violation of applicable law, sanctions regime, or third-party right by the Client.

Ayin agrees to indemnify the Client against third-party claims arising from Ayin's gross negligence or wilful misconduct in performing the Services, subject always to the cap in Clause 10 except where Clause 10 itself provides otherwise.

The indemnified party shall give the indemnifying party prompt written notice of any claim and reasonable cooperation in its defence; the indemnifying party controls the defence and any settlement, provided settlement does not impose non-monetary obligations on the indemnified party without its consent.

Ayin provides the Services as an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency (except the limited advisory-agent capacity described in a Scope of Work for the specific purpose of Authority-facing correspondence), or employment relationship between the parties.

Ayin owes the Client the contractual obligations set out in these Terms and the applicable Scope of Work, and no broader fiduciary duty, unless a fiduciary relationship is expressly and separately agreed in writing.

Each party is responsible for its own taxes, insurance, and regulatory standing as an independent business.

Neither party is liable for any failure or delay in performance caused by events beyond its reasonable control, including but not limited to: natural disaster; war, invasion, or armed conflict; act of terrorism; pandemic or public health emergency; government action, sanction, or shutdown; sudden and material change to Authority policy or platform infrastructure; internet, telecommunications, or banking system outage; and labour disputes not involving the affected party's own workforce.

The affected party shall notify the other as soon as reasonably practicable and use reasonable efforts to mitigate the impact. If a force majeure event continues for more than 60 days, either party may terminate the affected engagement under Clause 14 without further liability beyond fees earned for work already performed.

Either party may terminate an engagement with 14 days' written notice. On termination:

• The Client shall pay for all work performed up to the date of termination, prorated where applicable.
• Ayin shall deliver to the Client any Deliverables completed as of the date of termination.
• Each party shall return or destroy the other's Confidential Information on request, subject to any legal obligation to retain it.

Ayin may terminate an engagement immediately and without notice where the Client has acted fraudulently, provided materially false information, failed to pay an overdue invoice within 14 days of notice under Clause 6, or required Ayin to act in a manner Ayin reasonably considers unlawful or unethical.

A "Hold" engagement (ongoing standing maintenance) renews on its agreed annual term unless either party gives 30 days' written notice of non-renewal before the renewal date.

Clauses 1, 6, 7, 8, 9, 10, 11, 18, and 19 survive termination, together with any other clause which by its nature is intended to survive.

Formal notices under these Terms — including notice of termination, breach, or dispute — must be in writing and sent to the email address or postal address on file for each party, and are deemed received the next business day after sending, absent evidence of non-delivery.

The parties consent to conducting business electronically. A Scope of Work, an amendment, or any other agreement under these Terms is validly executed by an exchange of emails or by an electronic or scanned signature, and carries the same legal effect as a handwritten signature and an original document, to the extent permitted by applicable law.

The Client may not assign, transfer, or subcontract its rights or obligations under these Terms without Ayin's prior written consent, not to be unreasonably withheld.

Ayin may assign these Terms, in whole or in part, to a successor in the event of a merger, acquisition, or sale of substantially all of its business, provided the successor assumes Ayin's obligations and the Client's confidentiality protections under Clause 8 remain intact.

These Terms may be updated from time to time. Where an update materially affects an ongoing engagement, Ayin will notify the Client directly and allow a 30-day review period before the new terms take effect for that engagement.

For new engagements, the Terms in force at the time of the Scope of Work agreement apply. The current version of these Terms is published at ayin.group/terms and carries a revision number and review date at the top of the document.

Continued engagement with Ayin following notification of updated Terms constitutes acceptance of those Terms.

The governing law of any engagement will be agreed between the parties and specified in the Scope of Work, taking into account the Client's jurisdiction and the nature of the Services.

Where not specified, these Terms and any dispute arising from them shall be governed by and construed in accordance with the laws of England and Wales, and the parties submit to the non-exclusive jurisdiction of the courts of England and Wales.

Before commencing formal proceedings, the parties agree to attempt in good faith to resolve any dispute through direct negotiation between senior representatives for a period of 30 days following written notice of the dispute. Where a Scope of Work specifies an alternative dispute resolution mechanism — such as mediation or arbitration — that mechanism applies in place of this clause for that engagement.

Nothing in this Clause 18 prevents either party from seeking urgent injunctive relief from a court of competent jurisdiction to protect Confidential Information or intellectual property pending resolution of a dispute.