General Terms of Intervention

The work incumbent on the firm KPMG GLD et Associés S.A.M. are detailed in an assignment letter or an assignment proposal and are strictly limited to its content. Any additional services will have to be the subject of a prior information note to you in such a way that you can notify your agreement.

The mission for which you have requested the services of KPMG GLD et Associés S.A.M. is defined in our engagement letter.

Where one-off assignments are concerned, and except where mentioned to the contrary in the specific conditions, the assignment will take effect on the date of signature of the Assignment Letter and will terminate with the delivery of the documents to the Client by KPMG GLD et Associés S.A.M. as part of the assignment (hereinafter the" Deliverables").

Where recurrent assignments are concerned, the assignment is initially entrusted for a period defined in the body of the assignment letter and by default for the duration of one company financial year. The assignment is renewable each year by tacit renewal, except where terminated by registered letter with acknowledgement of receipt three months prior to the closing date of the financial year.

Where assignments which impose reciprocal provisions of services throughout the financial year are concerned, each of the parties will have the option, in the event of a major failure to fulfil its obligations by the other party, to terminate the assignment without delay.

If the assignment is suspended at the initiative of either of the parties, the deadlines for the delivery of the Deliverables will be extended for a period equal to that of the suspension, provided that KPMG GLD et Associés S.A.M. has available all the information necessary for the completion of the work to be carried out. During the suspension period, your obligations will remain applicable.

KPMG GLD et Associés S.A.M. shall be bound by professional secrecy in accordance with the conditions set out in Article 308 of the Monegasque Penal Code.

The documents prepared by us will be sent to the management of the company, to the exclusion of any direct transmission to a third party, unless otherwise agreed in writing by you.

The working papers and files which we will prepare during our assignments, including electronic documents and files, shall be our property alone. They are covered by professional secrecy.

The expert from KPMG GLD et Associés S.A.M. shall carry out the assignment entrusted to him in accordance with the recommendations from the Order of Certified Accountants of the Principality of Monaco. Under the terms of this assignment, we are contracting to an obligation of resources and not of results.

He may be assisted or replaced by other experts from the Firm not mentioned in the specific conditions and who are, like him, bound by professional secrecy.

Any claim for damages and interest must be made within a deadline of five years. 

The contractual liability of KPMG GLD et Associés S.A.M., concerning the financial information supplied by your company, is limited to a fixed amount of one year’s fees for all losses related to a single assignment.

KPMG GLD et Associés S.A.M. cannot be held liable for any losses caused by faults committed by third parties intervening on your premises. In the same way, the Firm cannot be held liable for the consequences of faults committed by you, your shareholders or your agents and which may not have been detected by the controls carried out. It will not be responsible for assessing, unless specifically agreed to the contrary in writing, the substance of the rights and obligations of the company in respect of third parties under the terms of the prescriptions of the law or regulations.

The liability of KPMG GLD et Associés S.A.M. cannot be invoked in the following cases:

• Incomplete or inaccurate information, which you have supplied to us during the initial work on the file and/or during the regular submission of data
• Direct or indirect consequences of delays in the receipt by KPMG GLD et Associés S.A.M. of the information supplied
• Late production and filing of documents and declarations with a third party (employees, social security bodies or tax authorities depending on the case, etc.)
• Faults committed by third parties intervening on your premises.

You will be prohibited from carrying out any act which may impede the independence of KPMG GLD et Associés S.A.M. or its employees. This applies in particular to offers made to its employees to carry out assignments on your behalf or to become an employee of your entity.

Furthermore, you undertake:

• to make available to KPMG GLD et Associés S.A.M., within the agreed deadlines, all the documents and information necessary for the completion of the assignment
• to carry out all the work for which you are responsible in accordance with the attached distribution table, where applicable
• to comply with the procedures put in place for the completion of the assignment
• to bring to our attention the provisions to be recognised, any significant or exceptional events, as well as any commitments liable to affect the results or the net assets of the entity and to provide us with the supporting documents
• to receive, except in the event of a serious difficulty, our experts and employees on the dates scheduled for their visits
• to confirm in writing, if KPMG GLD et Associés S.A.M. asks you to do so, that the documents, information and explanations supplied are accurate and complete.

Given the nature of our engagement, when it is more relevant for us to perform our work on your premises or using your computer systems or telephone networks, you shall ensure that all satisfactory arrangements are made for internet connection, facilities and access (licences and authorisations), security procedures (especially virus checks and firewalls) as may be required.  We shall bear no costs in this respect.

If you have an Internet access policy, we will be thankful that you send it to us, so that our team could read it and comply with it. Otherwise, the use of Internet could be ruled by our own Information Technologies policy.

In addition, in accordance with Law no. 1.362 of August 3, 2009 on the fight against money laundering and the financing of terrorism and corruption, you also agree to provide us with any information:

• Relating to direct or indirect ownership, by a new natural person, of more than 25% of the capital or voting rights of your entity;
• Or enabling us to identify any new natural person exercising, by any other means, a power of control over the entity's management, administrative or executive bodies, or over the general meeting;

In order to identify the Client, its managers and/or directors, its shareholders and its beneficial owner(s), we will send you a list of documents to provide us with.  

In accordance with our obligations under Law no. 1.362 of August 3, 2009, we will not be able to undertake our assignment until we have received these documents.

You will be obliged to ensure, by all normal means, the backup of the data and computerised processing to guarantee the retention and inviolability thereof.

KPMG GLD et Associés S.A.M. will not be held liable for the consequences of programming errors or for errors or frauds in the use of IT systems which may not be brought to light by simple verifications by testing the accounting records.

Unless otherwise stated in the Engagement Letter and subject to applicable legal or regulatory provisions, the Client accepts the use of the electronic signature for the purposes of entering into the Contract and its performance, including the signature of the Deliverables, if applicable. 

KPMG GLD et Associés S.A.M. shall be entitled to communicate weekly with you and with any other authorised person who so wishes, by e-mail or via the electronic filing and provision of access to documents. In this case, you expressly except the inherent risks which this method of communication (including the risks of interception, modification or unauthorised access to these messages, as well as the risks of viruses or other malevolent intrusions) by signing the present general terms of intervention.

For reasons of professional order, we may be caused to make known that we are advisers to your organisation, without however mentioning the nature of the services provided under the terms of this assignment (we would not provide details of the general context of the assignment or about our services themselves except to the extent that these may have fallen into the public domain).

Consequently, you expressly authorise KPMG GLD et Associés S.A.M. to cite your name accompanied where applicable by your logo (and to supply to us, on first request, supporting documents for the rights of ownership, reproduction and graphical characteristics) by signing the present general terms of intervention.

KPMG GLD et Associés shall receive from you the freely-agreed fees, which are exclusive of any other remuneration, even indirect.

The fees may not be linked to the client's financial results. Interim fee payments may be requested from you periodically.

In the event of non-payment of the fees, KPMG GLD et Associés shall benefit from the right of retention in accordance with the terms of the common law.

KPMG GLD et Associés shall be entitled to take any proceedings against you which it may consider necessary for the purposes of recovering its debt, after a formal notice to pay it has been sent to you and which has remained unanswered by you.

KPMG GLD et Associés will be entitled, in the event of non-payment of the fees, to suspend the assignment, after a reminder has remained unanswered and a notification of this decision has been sent to you by registered letter with acknowledgement of receipt.

Our capacity as certified accountants obliges us to maintain strict independence from our clients. If, for ethical reasons, we should be unable to accept or to continue with certain interventions, we would inform you of this and our withdrawal would not give rise to any damages or interest. 

You will become the owner of the physical media reproducing the Deliverables, with effect from the payment of the entirety of the fees relating to the assignment. KPMG GLD et Associés S.A.M. shall remain the sole holder of the entirety of the intellectual property rights relating to the Deliverables, including the rights of reproduction, representation and adaptation.

KPMG GLD et Associés S.A.M. shall in any event remain the sole owner of the know-how implemented and/or developed during the completion of the Assignment (including in particular the knowledge, experience and technical skills).

The data contained in your files is and will remain your property. It may not be used by KPMG GLD et Associés S.A.M. for a purpose other than that of completing the assignment set out in the present Contract or of providing advice adapted to your situation. It may not be disclosed, transferred, rented or assigned in any way, or exploited commercially by KPMG GLD et Associés S.A.M. without prior written authorization.

For the purpose of the completion of other assignments for your company or for other clients, KPMG GLD et Associés S.A.M. may be called on to use, develop or share with other member entities of the KPMG network, the knowledge, experience and technical skills acquired during the completion of the assignment.

You are prohibited from disclosing the present contract or from using the name of KPMG GLD et Associés S.A.M. as a reference to third parties without its written authorization.

You are also prohibited from using, in any way whatsoever (papers, documents or miscellaneous media) the name or the logo of KPMG GLD et Associés S.A.M. with at its prior written agreement.

The assignment letter, the present General Terms of Intervention and any appendices constitute the entirety of the contractual documents governing the intervention by KPMG S.A.M. and form the Contract. Any modification of the terms of the Contract will have to be the subject of an amendment which is duly signed by the representatives of the parties.

In the event of any contradiction between the assignment letter and the terms of the present General Terms of Intervention, the terms of the assignment letter will prevail.

In the event of the occurrence of a case of force majeure which prevents the performance by either of the Parties of any of their obligations for more than 15 days, the other Party will be entitled to either suspend or terminate the Contract with immediate effect.

The failure by one of the parties to exercise one of its rights will not give rise to a renunciation of its rights to recourse.

Neither of the Parties will be entitled to assign its rights and obligations arising from the present Contract without the prior written agreement of the other party.

Subject to compliance with the confidentiality clauses and the legal provisions in force relating to the protection of personal data, KPMG GLD et Associés S.A.M. will be entitled to subcontract a part of its services to a sub-contractor, it being understood that the member Entities of the KPMG network are not considered to be sub-contractors. In the event of sub-contracting, KPMG GLD et Associés S.A.M will be entitled to share with the sub-contractor(s), in complete confidence, the Confidential Information for the purposes of the completion of its assignment and will remain responsible to the Client for the completion of the Services by the sub-contractor.

KPMG GLD & Associés ("Originating Firm") may request the intervention of another member firm of the KPMG network ("Participating firm") within the framework of a standard contract established by the KPMG network ("Multi-firm Engagement") for the performance of the engagement covered by this engagement letter. 

Any limitation of liability or indemnity set out in this engagement letter shall also apply to the Participating firm.

Any legal action or claim relating to a quality defect arising from the engagement shall be directed or made against KPMG GLD & Associés and in no case against the Participating Firm. 

For the purposes of the completion of the assignment and of its Electronic Document Management (EDM), KPMG GLD et Associés may be led to exploit electronically, in its databases, the information contained in the documents supplied by you for the purposes of computerised consultation of digitised files. 

The information contained in these documents is likely to concern your identity, the identification of your companies, that of your employees, the financial and employment-related situation of your business as well as any other information which may be useful for our assignment. 

The terms governing the protection of data which remains in the possession of KPMG GLD et Associés are detailed in the following chapter "Protection of Data".

You agree that documents supplied to us may be input into the EDM, it being understood that these are deemed to be copies and do not have the legal value of your original. 

The originals of the documents which you may have supplied to us will be returned to you on a regular basis and will have to be delivered to you no later than the end of the Assignment which you have entrusted to us, subject to our right of retention in the event of the non-payment of the fees due. 

You will be obliged to take the necessary measures to preserve the said documents and supporting receipts as well as all the documents produced by the firm and the accounting system for the minimum terms imposed by the law.

The documents prepared or verified by KPMG GLD et Associés S.A.M. may not be modified nor used for publicity purposes.

You and we engage to respect the applicable legal and regulatory requirements, in particular Law No. 1.565 of 3 December 2024 in its latest version in force, as well as Regulation (EU) 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC, as from its date of applicability (hereinafter together referred to as the “Applicable Personal Data Protection Regulation”).  

We are also bound by our Privacy Notice available on our website, which you declare to have read and accepted the terms contained therein.

Capitalized terms in this section have the meaning ascribed to them by the Applicable Personal Data Protection Regulation.

17.1.1 Processing purposes 

We may collect and process your Personal Data as part of the management of our business relationship.

You may also have to provide us with Personal Data in connection with and/or for the purposes of performing our engagement, in particular by sharing with us documents containing Personal Data, generally concerning your employees, customers, prospects or suppliers.  Such Personal Data and documents are in all cases covered by confidentiality rules applicable to us. 

Given our high level of expertise and autonomy, and the extent in which we determine the purposes, and the technical and organizational means of the Processing carried out as part of the engagement, KPMG generally and in principle acts as the Data Controller. 

We process the Personal Data that you provide to us for the following purposes:

(i) performance of our engagement;

(ii) compliance with our professional and ethical regulations (including managing the obligation of independence, managing conflicts of interest, and quality and risk management control, particularly in terms of Client and Engagement acceptance and maintenance procedures or maintaining quality standard);

(iii) management of our business relationship with you, including administrative and financial aspects and for means of communication with you;

(iv) administration and support the IT tools used for our activities (messaging, business tools, etc.), hosting of these systems, archiving and reprography;

(v) administrative management of your client files; 

(vi) management as part of Anti-Money Laundering;

(The purposes described above are referred to as “Processing purposes”). 

As part of our engagement, we will collect: 

• The contact details of our contacts employed by your company.
• Knowledge of the shareholders of your companies, managers and economic beneficiaries.
• Information related to the bookkeeping of your company.
• Information related to the legal management of your company.
• Information related to payroll management and to the procedure with the “Direction du Travail” for your employees. 

Furthermore, under the principle of data minimization, you will only provide us directly or indirectly with Personal Data which we consider necessary for the performance of our engagement and in compliance with our professional and ethical regulations. 

If, exceptionally, you determine with us or alone certain Processing Purposes and the technical and organizational means of the Processing we carry out on the Personal Data you entrust to us, we will then act, respectively, as Joint Controller or Processor. In the absence of specific indication in the Contract, we will be deemed the Data Controller for the Processing carried out on the Personal Data entrusted to us by you. If we act as a Processor, we will comply with the precise and written instructions from the Client, as provided in the Contract, regarding, in particular: the nature of the Personal Data to be processed, the type of Processing to be carried out (collection, recording, organization, structuring, storage, adaptation or modification, extraction, consultation, use, alignment or interconnection, erasure or destruction), the retention period set by the Client, the technical means we must use, the location of the Processing, etc. 

117.1.2 Obligations – Rights

We engage not to use the Personal Data concerning you that we collect or that you have provided us for purposes other than the Processing Purposes.

» Concerning Personal Data whichwe collect directly from you, your representatives and associates have right of access, a right of rectification, a right to oppose the Processing for legitimate reasons and to require deletion of the information about themselves, and also a right to limit the Processing, a right to data portability concerning their Personal Data.  They may exercise these rights by contacting our Data Protection Officer at mc-privacy@kpmg.mc.  We engage to respond to such requests as soon as possible and within a maximum of one month or, as the case may be, at the latest within 3 months from their reception.  In the event of a dispute concerning the exercise of your rights, you can file a complaint before the Monaco Data Protection Authority (Autorité de Protection des Données Personnelles (APDP)). 

» Concerning the Personal Data provided to us directly by you or indirectly on your behalf, it is your responsibility to ensure such data is lawfully, fairly and transparently collected from the Data Subjects (such as your employees, clients or prospects, suppliers).S’agissant des Données Personnelles qui nous ont été confiées directement par vous ou indirectement pour votre compte, il vous appartient de vous assurer qu’elles ont été collectées auprès des Personnes Concernées (telles que vos salariés, clients ou prospects, fournisseurs) de manière licite, loyale et transparente.

Given that the Personal Data provided to us by you is collected indirectly by us, in accordance with Article 14.5.d) of Regulation (EU) 2016/679, we are not required to inform the Data Subjects of the Processing carried out as part of the engagement; such Personal Data shall remain confidential and covered by our obligation to maintain confidentiality (“secret professionnel”).

In any case, we shall cooperate with you so that the Data Subjects may exercise their rights under the Applicable Data Protection and may be informed of possible Personal Data breaches.

17.1.3 Recipients

Recipients of your Personal Data you provided to us are our employees and partners in charge of the engagement and also, in certain cases, those belonging to member firms of our network, together with our service providers and external professional staff or experts who need to access/process Personal Data as part of our engagement.  These recipients are subject to strict obligations of confidentiality and security.  

Occasionally, we may communicate your Personal Data in order to respond to requests made by legal and/or administrative authorities, particularly in cases of legal requisitions.  We may also communicate such information for the performance of audits concerning Personal Data confidentiality or security and/or to investigate or respond to a complaint or threat to security.  In such cases, unless prohibited by law or an injunction from a competent authority, we engage to inform you and to limit the disclosure of Personal Data to the data expressly required by such authority.

You may process the Personal Data of our employees who are involved in the delivery of the services as part of the engagement.  You undertake not to use our employees’ Personal Data for purposes other than in connection with the engagement and you shall ensure our employees have a right of access, a right of rectification, a right to oppose to the Processing of Personal Data for legitimate reasons, and also a right to limit the Processing, a right to data portability of their Personal Data and a right to erasure of their Personal Data.

You engage to respond to requests from our employees as soon as possible and within one month or, as the case may be, at the latest within 3 months from their reception.  You also engage to notify us of possible breaches of our employees’ Personal Data.

In the case in which Personal Data is transferred outside Monaco to a country of destination considered by the Monaco legislation as not ensuring an adequate level of protection for Personal Data, each Party shall implement one of the following safeguards: 

(i) Signature of a contract complying with the standard contractual clauses (“Standard Contractual Clauses”); 

(ii) Implementation of binding internal corporate rules (“Binding Corporate Rules” or “BCR”), or;

(iii) any other protection measure in compliance with the regulations in force.

Furthermore, if the engagement letter specifically raises that the Personal Data which you provided to us should be located in a specific geographical area, such location shall not be changed without your prior agreement.

The Personal Data provided to us by you is retained in working paper files for a period compliant with provisions governing our activities in Monaco and also with limitation periods.

We will retain the data for the legal duration, in accordance with either the provisions related to the Principality of Monaco or with the texts related to the Data Protection Authority or the Monegasque Financial Security Authority (Autorité Monégasque de Sécurité Financière (AMSF)).

Your Personal Data, as well as our Personal Data, processed in order to manage the business relationship with you, is retained for the duration of our business relationship. However, the Personal Data may be archived another 5 years to meet legal or regulatory requirements or until the end of legal proceedings, unless a longer retention period is imposed by a legal provision.

You and we shall take all suitable precautions to protect the security and confidentiality of Personal Data to which you and we respectively have access, and especially to prevent such data from being corrupted, damaged or from being accessed by unauthorized third parties. 

Our Information Protection Statement is available on our website.

For any matters relating to the Processing performed by us and the exercise of your rights, you may contact our Data Protection Officer at mc-privacy@kpmg.mc.  We engage to respond to your requests within one month or, as the case may be, at the latest within 3 months from their reception.  In the event of a dispute as to the exercise of your rights, you may file a complaint with l’Autorité de Protection des Données Personnelles (APDP). 

KPMG GLD & Associés is bind with professional secrecy and the confidentiality contained in these terms and conditions.

However, the KPMG rules impose us to disclose some confidential information about you to the KPMG Network. A confidential information shall mean an information which has not been made public yet or is not meant to be made public.

The firm and its personnel can be required to communicate this information for the following purposes:

• Conduct internal procedures of client and engagement acceptance and continuance, including, among other things, independence checks and identification of potential conflicts of interest;
• Conduct risk assessments in order to guarantee the quality of the work and the respect of professional standards, and facilitate the communication with regulators.

Any disputes which may arise between KPMG GLD et Associés S.A.M. and you or your company may be referred, prior to any legal action, to the President of the Order of Certified Accountants for the Principality of Monaco for the purposes of mediation.

The Contract shall be governed and interpreted in accordance with Monegasque law. 

Any disputes relating to the conclusion, validity, interpretation or performance of the present Contract will be subject to the exclusive competence of the Courts of the place of Management of KPMG GLD et Associés S.A.M.