General Terms and Conditions of Service
General Terms & Conditions of Services (“GTC”)
Recitals
1. These General Terms and Conditions of Services (“GTC”) set out and govern ABS&P International Law Firm's ("ABS&P") relationship with its clients, employees, officers and service providers.
It specifically incorporates and governs ABS&P's:
1) Data Privacy and Anti-Money Laundering Policies2) AI Use Policy and ABS&P's agreements for services (e.g., Engagement Offer Letter for Services ("EOLS") and related service conditions including ABS&P's 3) Rules of Professional Conduct & Ethics and 4) Client Onboarding Policies. 2. The expressions "Law Firm", “Firm”, “ABS&P International Law Firm” and "ASB&P," as utilized herein, refer to and mean Alexander Byrne Sidhu & Partners SA and all its divisions and subsidiaries which, as a corporation, is registered in the Costa Rican National Registry Number 3-101-814796 and duly authorised under the Costa Rican Commercial Code and the relevant regulatory authorities in Costa Rica as a legal and business services provider. It is registered with the Solicitors Regulation Authority of England & Wales under ID Nr.: 8010339 as a non-regulated law firm not subject to SRA regulation. 3. ABS&P is owned and financially managed exclusively by lawyers. All non-lawyers in our firm are supervised by suitably qualified lawyers. In this document and in all our Clients' or Service Providers' dealings with us, only the President of ABS&P can bind our Firm. Not-for-Profit Organisation 4. The board of ABS&P resolved that from September 23rd, 2023, the corporation has adopted a policy to operate as a not-for-profit pass-through corporation meaning that it would retain no profit but would apply its revenues exclusively for the benefit of its operational objectives, with any residual revenue to be passed on to members. Application of GTC 5. This GTC shall apply in full to ABS&P and all its divisions and subsidiaries as well as its service providers unless this is specifically excluded in writing by ABS&P. 6. In the event of any conflict between its provisions and any EOLS, service agreement, or any other kind of agreement between ABS&P and a third party the GTC shall prevail unless this is specifically excluded in writing by the President of ABS&P. Terms and Conditions for Delivery of Services 7. The terms and conditions set out in this GTC shall be part of any agreement we have with third parties for services of any kind. General Scope of Services 8. The extent of services to be provided or given shall be restricted to what the parties have consented to do as set out in writing and shall include, from our side, all the legal services that an international law firm is able to deliver. Our Obligations 9. Our Deliverables (our work output) and their costs are set out in the EOLS or similar agreement for services with sign with our Clients. Commencement & Termination of Services 10. This GTC applies in full from the date of issue of our EOLS or any similar agreement for services and terminates in accordance with provisions set out herein and also in the applicable agreement. 11. Furthermore, subject to any contrary terms herein our Clients agree that they may terminate our representation at any time by notifying us in writing. 12. Termination of our services will not affect the responsibility of a Client to pay us for the services rendered and all extra costs incurred before termination and in connection with the orderly transfer of the matter to other representatives. 13. Our Lawyer-Client and any other kind of relationship will be deemed ended when we finish the specific services that we have been engaged by a Client to perform, or automatically, when 60 days or more have expired without our performance of any billable services for the Client. GDPR Provisions, Location and Access to Information 14. ABS&P’s GDPR, Privacy & AML Policies shall guide all communications between us and our Clients and Service Providers as well as our handling of our Clients' personal data. Our Clients' use of our services confirms acceptance of those Policies as published on our website. Complaints Procedure/ Disputes 15. We aim to ensure that our services are delivered effectively and efficiently, and that all billings are accurate and easy to understand. In that regard, our Clients are encouraged to direct any questions about services or bills to our President. 16. Our complaints procedure is that in the first instance any dispute regarding matters concerning our services are to be referred to our President who shall respond within 24 hours. If the response is considered unsatisfactory, a formal complaint may be made to the Board of the Firm (addressed to our President) via our Contact Form, who shall respond within 24 hours). Primary Client Care 17. Upon engagement with us, ABS&P’s President shall be made responsible to our Clients for ensuring that our service deliverables are met. Services Personnel 18. We may provision or assign our lawyers, paralegals and suitably skilled consultants to assist in the efficient delivery of our services to our Clients. All non-lawyers shall be supervised by suitably qualified lawyers and will have subscribed to our Rules of Professional Conduct & Ethics. 19. So as to enable the assigned personnel to meet their service obligations, we will share confidential information with them regarding our Client's matters. Costs 20. For and in consideration of the Services delivered to Clients under this GTC and as set out in our EOLS or similar agreements with our Clients, ABS&P shall receive payment (‘’Costs’’). 21. Such costs shall be set out in our EOLS and may be supplemented by the provisions set out herein. All invoices delivered under this GTC shall be submitted to the attention of the Client’s Representative. 22. If any Costs payable to ABS&P are subject to withholding taxes, the Client shall withhold and remit such amounts to the applicable taxing authority, unless ABS&P provides Client with an exemption or waiver certificate. The Client agrees to provide ABS&P with written confirmation of any such withholding and remittance. Costs due to ABS&P from the Client may be deferred, or waived by the written consent of ABS&P. 23. Generally, for our services deliverables as a law firm, we will charge our services to our Clients at a fixed price for the relevant task, or assignment. 24. This is not an advance payment for services, rather it is the purchase of a time slot for the services. This means that of the time available to service our Clients, a Client will have purchased a time slot for the work we will deliver for the Client. This cost does not include disbursements. 25. Should any work we agree to do Clients become more involved or complicated than expected, we shall discuss this with the relevant Client and agree any additional costs as necessary. Pro Bono / Thrive Fund Grants 25.1. Where a Client’s costs have been discounted through grants from the Pro Bono /Thrive Funds, and the EOLS or similar engagement for services is terminated as a result of a Client-initiated event, ABS&P may, at its sole discretion, require repayment in full of any such grant or grants. Instalment Payments 25.2 If our services are delivered on a capped cost /fixed price basis and an instalment payment plan is in place in respect to them, termination of the services for any reason, renders those costs, in the event of any balance being due, to be payable in full immediately. Fiduciary/ Trust Accounting 26. Generally, our policy is not to hold our Clients’ money on deposit. However, where Clients request us to hold money for them on deposit and we agree to do so, the money deposited (at their cost) shall be held in a special account designated as our “Client Fiduciary Account”. 27. The funds (“Trust Funds”) deposited in this account shall only be accessed with the Client's written permission. 28. Upon the completion of the service for which the funds were deposited, any surplus shall be returned to the Client. 29. Our Clients agree that we are allowed to charge reasonable expenses incurred for the management of their Trust Funds (including bank charges) and waive any right to any relevant interest payments. 30. Clients shall be entitled to a summary account, upon their written request, in regard to the money we hold for them as Trust Funds. Additional Agreements 31. Although our EOLS and similar agreements for services shall provide for the performance of only the work set forth and described in them, any other additional work Clients request us to perform for them on their matter or any other matter in the future shall be governed by those agreements (as may be from time to time amended by written Schedules) unless we make a separate specific written agreement with a Client. Operating Engagement Protocols 32. When our Clients or Service Providers sign or accept through performance (including payment of any amounts due upon engagement as outlined in the relevant agreement), they are deemed to fully accept the terms and conditions of the applicable agreement for services (e.g., EOLS or other service agreements). In the case of legal services provided by us, they also agree to be represented by us. 33. Our Clients agree that they will not to discuss their engagement with us with any investigator, agent, detective or any other person and confirm that they shall direct anyone who contacts them about their engagement with us to us. They further confirm that during the course of our engagement, other than with our written knowledge and our consent, they will not communicate with opposing parties or their counsel and shall not attempt to negotiate or settle their matter. 34. Any contact or attempted contact by any investigator or any other person or party must be reported to our President immediately. 35. How we will act for Clients and the applicable services limits will be clarified in writing each time we agree services /deliverables with the Client via our EOLS our similar agreement for services. Our costs will also be specified at the time. 36. Any breach of these Operating Engagement Protocols is a serious breach which at ABS&P's option may result in the immediate termination of the relevant agreement. Conflicts of Interest 37. We and any of our associates our Clients authorise to be joined in the delivery of the services to them, may not act without the relevant Client's permission for other persons or entities whose interests are adverse to theirs or their affiliates’ in matters substantially related to our engagement with them. This adversity could relate to any kind of matter. For the avoidance of doubt and to promote maximum trust between us, we will endeavour to declare all possible conflict to our Clients whether, or not they may be substantially related to our engagement with them. 38. We agree, that we will not act adversely to a Client in any instance, where, as the result of our representation of them, we have obtained sensitive, proprietary, or confidential information about them of a non-public nature that could be used by any Client of ours to that Client's or their affiliates’ material disadvantage. 39. On the other hand, our Clients agree that we and our associates may have confidential information from other Clients that might interest them, but which we will not be able to share with them. 40. For purposes of any engagement, our Client is only the entity designated in our EOLS and similar service agreement and not its associates (e.g., the shareholders, parent, subsidiaries, directors, officers, or related companies of any entity, or association, or the partners of a partnership, or joint venture). 41. As such, we may represent another Client with interests contrary, or adverse to a Client's affiliates without the Client's consent. Clients agree to inform us straight away if the designated entity does business in any other name. Third Party Rights /Liabilities 42. Our engagement with a Client does not create for us any third party rights, or liabilities. Termination 43. Save that the President of ABS&P may, at his /her unilateral discretion and in writing, immediately terminate any agreement for services between ABS&P and any party without penalty of any kind where it is considered the continuation of the agreement is not in the operational interests of ABS&P, this GTC terminates in accordance with the termination terms and conditions specified in it (which have precedence) and in the EOLS and any other agreement ABS&P has entered into with a party or parties. This provision shall not apply to ABSP's Agreement between its shareholders which shall specify its own termination provisions. Professional Conduct and Ethics 44. All ABS&P's Members (this term is inclusive of: officers, directors, senior associates, shareholders, affiliates, independent contractors of any kind and all and any personnel, or entities that perform any services for ABS&P whether paid or not) are bound by its Rules of Professional Conduct & Ethics unless excepted by their bar association or any relevant court. 45. ABS&P and its lawyers are additionally subject to a wide range of laws and other rules that govern the delivery of their services in the jurisdictions in which they are authorised to deliver their services. These rules inform types of conduct or circumstances that require or allow us to withdraw from representing a Client. Accordingly, in addition to the other reasons given in this section, we may terminate our representation for any reason consistent with the applicable laws and rules for professional responsibility, behaviour and ethics. 46. We will always attempt to isolate in advance and discuss with our Client any situation that may lead to our termination and give them written notice of it. Artificial Intelligence (AI) Usage Policy Política de Uso de Inteligencia Artificial (IA) UK & EU ABSP International Law Firm – Ethical Innovation in Legal Practice ABSP International Law Firm utilises secure Artificial Intelligence (AI) technologies to assist our legal professionals with research, drafting, and document review. These tools support the delivery of efficient and cost-effective legal services while maintaining high standards of quality and accuracy. We may use AI tools to assist in the delivery of our legal services. Such tools are used for general research, drafting support, and to enhance efficiency. We do not input confidential or client-identifiable information into AI systems unless appropriate safeguards and confidentiality protections are in place. Any personal data processed through AI-supported tools is handled in compliance with the UK GDPR and EU GDPR, where applicable. AI is not used for decision-making without human oversight, and all outputs are reviewed by appropriately qualified legal professionals. If you have any questions or objections regarding our use of AI in your matter, please inform us at the outset of your engagement. In the absence of any such objection, we will proceed on the basis that you consent to our use of AI tools in accordance with this policy. We are committed to transparency and the responsible use of technology. If you wish to know more about how your data may be processed in connection with AI-assisted legal work, or to exercise your data protection rights, please contact our Data Protection Officer via our General Contact page. Costa Rica ABSP International Law Firm – Comprometidos con la Innovación Ética en el Ejercicio del Derecho ABSP International Law Firm utiliza tecnologías seguras de Inteligencia Artificial (IA) para asistir a sus profesionales legales en tareas de investigación, redacción y revisión documental. Estas herramientas permiten ofrecer servicios legales más eficientes y rentables, manteniendo altos estándares de calidad y precisión. Podemos utilizar herramientas de IA para apoyar la prestación de nuestros servicios legales. Dichas herramientas se emplean para investigación general, apoyo en la redacción y mejora de la eficiencia. No introducimos información confidencial ni datos que permitan identificar al cliente en sistemas de IA, salvo que existan salvaguardas adecuadas y garantías de confidencialidad. Cualquier dato personal tratado mediante herramientas asistidas por IA se gestiona en cumplimiento de la Ley N.º 8968 – Ley de Protección de la Persona frente al Tratamiento de sus Datos Personales, así como de la normativa aplicable y los lineamientos emitidos por la Agencia de Protección de Datos de los Habitantes (PRODHAB). La IA no se utiliza para la toma de decisiones sin supervisión humana, y todos los resultados son revisados por profesionales jurídicos cualificados. Si tiene alguna pregunta u objeción sobre el uso de IA en su asunto, le rogamos que nos lo comunique al inicio de la relación profesional. En ausencia de objeción, entenderemos que consiente el uso de herramientas de IA conforme a esta política. Estamos comprometidos con la transparencia y el uso responsable de la tecnología. Si desea más información sobre cómo se procesan sus datos en relación con el uso de IA o desea ejercer sus derechos de acceso, rectificación, supresión u oposición (ARCO), puede ponerse en contacto con nuestro responsable de protección de datos a través de nuestra página de contacto general.
AI Use Policy Update (5 April 2026) 46.1 We may use artificial intelligence (AI) tools to assist in the delivery of our legal services. Such tools are used for general research, drafting support, and to enhance efficiency. We do not input confidential or client-identifiable information into AI systems unless appropriate safeguards and confidentiality protections are in place. If you have any questions or objections regarding our use of AI in your matter, please inform us at the outset of your engagement. In the absence of any such objection, we will proceed on the basis that you consent to our use of AI tools in accordance with this policy. ABS&P Representations and Warranties 47. ABS&P hereby represents and warrants to the Client that:- (a) the services will be performed in a timely, professional and competent manner, with all due skill and care, and in accordance with applicable professional standards; (b) the services will conform with the requirements and specifications herein and in the applicable EOLS; (c) it has the authority and capacity to enter into this GTC and it is not subject to any restrictive covenant or other legal obligation which prohibits it from executing the services; (d) the services do not infringe the intellectual property rights of any other person and the Client shall have the right to the services without any restriction or obligation to any other person, except as may be agreed in writing between the Client and ABS&P; (e) ABS&P does not have any relationship with any third Party with whom the Client has contracted which would cause such a person to have a conflict of interest in relation to this GTC or in respect of the services. (f) should any such conflict of interest arise during the term of this GTC, ABS&P covenants and agrees to immediately notify the Client with a view to rectifying the matter to the Client’s satisfaction within a reasonable period. Client’s Obligation to Co-operate 48. Our Clients agree to fully co-operate with ABS&P for the delivery for the Deliverables. 49. Where such co-operation is not reasonably forthcoming in the unilateral assessment of ABS&P, it shall give a 3 days written notice to the Client of the matter which if not rectified by the Client to the satisfaction of ABS&P, shall enable ABS&P to deem the Services abandoned and terminated by the Client and immediately take steps to protect its exposure in that regard which may include (optional) written confirmation of the termination being sent to the Client and related parties. Indemnity 50. ABS&P hereby undertakes to indemnify, defend and hold harmless the Client and its directors, officers, employees, agents and other representatives from and against any and all losses, claims, demands, debts, actions, causes of actions, damages, penalties, interest, costs or expenses (including legal costs and disbursements) or liability of any kind whatsoever resulting from: (a) the negligent or wilful acts or omissions of ABS&P arising in connection with this GTC; (b) any and all breaches by ABS&P of any representations, warranties, covenants, terms or conditions of this GTC ; (c) any employee source deduction, employer contribution or other employer/employee obligation, including interest and penalties thereon, which the Client may be assessed or otherwise may incur under any federal, provincial or municipal law as a result of any government department or agency, authority or competent tribunal determining that ABS&P’s employees, staff, representatives or contractors are considered employees of the Client; and (d) any claim that the services infringe the intellectual property rights of any person. Non-Exclusivity 51. Subject to any conflict of interest, nothing in this GTC shall prohibit or restrict ABS&P from contracting with or being engaged in any capacity in promoting, undertaking, providing services to or in any way being involved with another person, firm or entity. 52. Nothing in this GTC shall prohibit or restrict a Client from contracting with or engaging in any capacity any person to provide services or perform work for the Client that are similar to or compete with the Services provided by ABS&P hereunder. Intellectual Property 53. Intellectual Property means all intellectual and industrial property assets and rights of the Client which include rights to inventions and patents for inventions, including reissues thereof and continuations in part, copyright, designs and industrial designs, trademarks, know-how, trade secrets and confidential information, and other proprietary rights. 54. ABS&P agrees that the Client shall be the exclusive owner of all Intellectual Property Rights howsoever created or developed by ABS&P, whether by it alone or jointly or with the contribution or assistance of others arising out of its engagement with the Client, including without limitation all Intellectual Property Rights in the Deliverables. 55. ABS&P further agrees that it has no rights in any such Intellectual Property Rights and hereby assigns to the Client all rights, title and interest that may accrue to ABS&P as a result of its engagement with the Client ABS&P hereby undertakes and agrees to waive all moral rights and droits de suite that ABS&P now or in the future may have to the Intellectual Property Rights. 56. ABS&P agrees all deliverables under the Services and other works created in full or in part by ABS&P may be maintained, changed, modified and/or adapted by the Client without the consent of ABS&P. Notwithstanding the foregoing, ABS&P and the Client may agree in writing that certain identified and designated Intellectual Property Rights will remain with ABS&P. 57. The Client acknowledges that ABS&P possesses knowledge and expertise relating to the subject matter of the services (“ABS&P Know-How”), which may include intellectual property rights in certain pre-existing tools and materials used by ABS&P in performing the services. 58. Nothing in this GTC is intended to transfer to the Client any rights in ABS&P Know-How, which shall remain the property of ABS&P. To the extent that any ABS&P Know-How is included in any Deliverables, ABS&P hereby grants to the Client a perpetual non-exclusive right and license to use and reproduce ABS&P Know-How to the extent reasonably necessary to exercise the Clients' rights in the Deliverables. Audit 59. ABS&P will keep records of the cost relating to the services and Deliverables, including all invoices, receipts and vouchers. Unless the Client has consented in writing to its disposal, ABS&P will keep all the information described in this section for six (6) years after either:- a) when ABS&P receives the final payment under this GTC , or b) until the settlement of all outstanding claims and disputes, whichever is later in time. During this time, ABS&P will make the records available for audit, inspection and examination by the representatives of the Client. Relationship 60. The Parties hereto expressly acknowledge and agree that the services to which this GTC relate shall be delivered by ABS&P or the Service Provider as independent contractors and that ABS&P’s Members are not employees of any Client of ABS&P. As such, neither ABS&P nor any of its Members shall have any right to any employee benefit, entitlement or advantage from a Client. Agency 61. This GTC does not create a partnership, joint venture or agency relationship between the Parties unless this is specifically provided for in writing. Reference 62. The Parties shall not make reference to each other in any promotional material without their prior written authorization. Security Policies 63. ABS&P acknowledges and agrees that it must meet and maintain any requisite government security screening requirements as may be determined as necessary by the Client from time to time. ABS&P further agrees that it will cause its employees and agents, including its Experts and Representatives, to take all necessary steps to meet such requirements. These requirements may involve verification of personal data, education/professional qualifications, employment history and other similar checks. ABS&P also agrees that it will comply with the Client's Mutual Respect and Internet/E-Mail Policy, which the Client shall provide on the request of ABS&P in advance of the execution of this GTC. 64. ABS&P further acknowledges its Clients ’ commitment to employment equity and diversity in its workforce and understands that the Client encourages applications from all qualified candidates, including women, native peoples, people with disabilities and visible minorities. ABS&P agrees to work together with the Client to support its employment equity program when building its team to deliver the services. Confidentiality Provisions 65. The following terms govern the use and protection of the Confidential Information which our Clients, Service Providers and ourselves may disclose to each other in respect to services, business relationship and other matters that either Party may deem confidential. 66. With regard to the foregoing, ABS&P, its Service Providers and Clients agree as follows:- "Confidential Information" means information of the Owner which relates to the business purposes of our EOLS, including the Owner’s business processes, methods, Client relationships, technical practice and processes, information and data, which, although not related to the subject matter of our EOLS is nevertheless disclosed as a result of discussions by and between the Parties hereto, and which in any case, is disclosed by Owner or its affiliate in verbal, documentary or other tangible form bearing an appropriate legend indicating its confidential or proprietary nature (or which by its nature and content, would be considered confidential in the marketplace of the Parties) or which, if initially disclosed orally or visually is identified as confidential at the time of disclosure and a written summary thereof, also marked with such a legend, is provided to the Recipient within fifteen (15) days of the initial disclosure. 67. Under no circumstances, unless this is required by law, is the Recipient or their affiliates to reveal any such confidential information to any individual or entity without prior consent from the Owner. Exception. 68. Restrictions on use and disclosure of Confidential Information shall not apply to the following: (a) information that is in the possession or control of the Recipient at the time of its disclosure, (b) information that is, or becomes, publicly known through no wrongful act of Recipient; (c) information that is received by Recipient from an unconnected third party, or: (d) information that is independently developed by Recipient, or (e) Information that is required to be disclosed by the lawful order of a court. Ownership and Use 69. Confidential Information disclosed (including information in computer software or held in electronic storage media) shall be and remain the property of Owner. All such information in tangible form shall be returned to Owner promptly upon written request and shall not thereafter be retained in any form by Recipient, except that one (1) copy may be made and retained solely for monitoring continued compliance with this Notice. No licenses or rights under any patent, copyright, trademark or business documents are granted or are to be implied in our EOLS. Liability for Reliance and Use of Confidential Information 70. Owner shall have no liability or responsibility to Recipient for errors or omissions committed by Recipient, or any business decisions made by Recipient, in reliance upon any Confidential Information disclosed under our EOLS. Term 71. Notwithstanding any provision or any agreements to the contrary, all obligations regarding the safeguarding and non-disclosure of Confidential Information hereunder shall survive indefinitely for ABS&P and in respect to ABS&P's Client, for a period of three (3) years from the date of the signing of our EOLS or any agreement for services. Affiliate 72. For purposes of this GTC, the term "affiliate" shall include any person or entity controlling, controlled by, or under common control of the Client, or ABS&P. Covenant not to Circumvent 73. The Parties hereto hereby covenant and agree not to circumvent, or deprive, or frustrate either in respect to an opportunity they or any and all of their associates or assigns have identified as an opportunity/Client that they intend to engage. 74. The Parties hereto further agree (unless this is permitted by law) not to use disclosed Confidential Information or disclosed proprietary information for the purpose of circumventing each other, or entering into individual contracts with any Clients/customers or contacts that each Party has brought to the other Party. 75. This understanding shall survive the termination of this Notice and remain in full force and effect for a period of three (3) years (unless it is provided otherwise by law) from the signing of any agreement with us including our EOLS. Notices 76. All notices and communications hereunder to ABS&P shall be in writing (includes email and other electronic forms) and shall be either (a) delivered personally (includes delivery by courier), or (b) transmitted by the e-mail address provided upon request through our Contact Form. 77. All notices and communications hereunder to the Client shall be in writing and shall be either (a) delivered personally (includes delivery by courier), (b) transmitted by e-mail to the e-mail address provided by the Client in writing. Notices delivered personally or transmitted by e-mail shall be deemed to have been received when delivered. 78. The notices set out herein shall be binding on any successor organization of the Parties where the Parties, or their management retain control or controlling interest in the successor organization, notwithstanding any consolidation, purchase, reorganization, or spin-offs. Severability 79. Any provision of this GTC that is prohibited or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of that prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of that provision in any other jurisdiction. Complete Agreement 80. This GTC and its attendant relevant EOLS or similar agreement for services, constitute the entire agreement between the Parties for services and supersedes all communications between them unless specifically agreed in writing by mutual consent which may include, but are not limited to: negotiations, understandings, agreements, representations, verbal or written with respect to any matter referred to in this GTC and any Non Disclosure/ Non Circumvention Agreements that may have been executed between the Parties which concern the subject matters of this GTC. a) The individual obligations in this GTC are severable. Should any specific section or provision be found unenforceable for any reason, the remainder shall still be binding and effective. All obligations and duties a Client has agreed to herein shall survive the termination of this Agreement or the relationship created hereunder. Amendment of GTC & Privacy Policy 81. ABS&P reserved the option to amend its GTC and Privacy policy to comply with obligations upon it by law as well as for the maintenance of its operational efficiency. 82. Such amendments shall be noticed to ABS&P's clients and relevant third parties as follows:- a) notice of any amendment to the GTC and /or Privacy Policy shall be given to the Client and any relevant parties by email immediately the amendment is effected by ABS&P. b) Should ABS&P not receive any objection to its notice of amendment within 10 business days, the amendment/s duly notified shall be deemed by ABS&P to have been accepted by the notified parties. Assignment 83. Neither Party may assign its rights under this GTC without the prior written consent of the other Party hereto, and any attempt to do so shall be a breach of this GTC and shall be void. Governing Law and Attornment 84. It is the intention of the Parties to this GTC that this GTC shall be construed in accordance with and governed by the laws and courts of Costa Rica. Language & Validity of GTC 85. The Parties engaging with ABS&P for services accept that this GTC is drawn up in English and is applied electronically and that any references in it to ‘writing’, or ‘written’ in it shall include electronic communication. 86. Furthermore, our Clients and Service Providers agree that this GTC is deemed accepted by them upon their signing of any agreement with ABS&P. Clients' / Services Providers' Declaration 87. Our Clients and Service Providers confirm that they acknowledge and agree that prior to entering into any agreement for services with us, they have read and understand the terms of our representation as set forth in this GTC. 88. Our Clients hereby acknowledge that they understand that our firm and our lawyers and any other of our personnel cannot represent them without their agreement with the terms and conditions of this GTC and that by a Client's signing of our EOLS or similar agreement for services to or from us, confirms their full acceptance of the GTC’s terms and conditions. 89. Where a Client or Service Provider accepts any deliverables or benefits as set out in our EOLS or similar agreement for services but fails to sign the EOLS or similar agreement for services, they shall be deemed to have accepted their terms “by performance”. 90. Our Clients /Service Providers agree that they have been given the opportunity to consult with and retain independent counsel to assist and advise them about signing any Agreement us which is bound by this GTC and our EOLS. In addition, by signing our EOLS or any agreement for services with us, they agree to be bound by the GTC terms and conditions which were in effect at the date and time of their signing them. ABS&P (electronic signature) Schedule of Updates 6th April 2026 - insertion of paras 25.1 and 25.2 - payment due on termination in respect to instalment plans and Thrive Fund /pro bono payments. 5th April 2026 - Insertion of para 46.1 - AI Use Policy (Update). . 15th March 2026 - ABS&P’s decision for the insertion of a new Section 25.1 for the refund of grants paid upon EOLS termination. . a) 11th August 2025 (administrative correction for inclusion of Service Providers): Art. 32:When our Clients or Service Providers sign or accept through performance (including payment of any amounts due upon engagement as outlined in the relevant agreement), they are deemed to fully accept the terms and conditions of the applicable agreement for services (e.g., EOLS or other service agreements). In the case of legal services provided by us, they also agree to be represented by us. . b) Administrative adding of links and correction of formatting and typing errors. . c) Art.89: Administratively corrected to include Service Providers. . 28th July 2023, to update the scope of ABS&P's services, confidentiality matters, amendments to GTC, dispute resolution provisions, implications of ABS&P's Rules of Professional Conduct & Ethics. . 27th June 2023, to clarify the corporate structure of ABS&P. . 8th August 2023, to extend the provisions of the GTC to any kind of agreement for services to or from ABS&P. . 23rd September 2022. ABS&P to operate as an Not-For=Profit; update to termination provisions; change to application of GTC. . 29th October 2023, to clarify the process of amendments to the GTC /Privacy Policy. . 23.8.2024, to number and tidy-up the presentation of the GTC. . 27.9.2024, grammatical errors corrected - Art. 89: “However, where (repeated word - where- deleted) a Client accepts any deliverables set out in our EOLS or similar agreement for services but fails to sign the EOLS or similar agreement for services, they shall be deemed to have accepted their (“f” replaced by “t” in “their”) terms “by performance”. . 23.01.2025. Art 49 amended for clarity to read: “ Where such co-operation is not reasonably forthcoming in the unilateral assessment of ABS&P, it shall give a 3 days written notice to the Client of the matter which if not rectified by the Client to the satisfaction of ABS&P, shall enable ABS&P to deem the Services abandoned and terminated by the Client and immediately take steps to protect its exposure in that regard which may include (optional) written confirmation of the termination being sent to the Client and related parties”. 21st July 2025 - Arts. 32 and 33 32 clarified: 32. When our Clients sign or accept by performance all or any of the services set forth in our EOLS or similar agreement for services, upon payment of the costs due as set out in the EOLS or relevant agreement, they are deemed to fully accept the EOLS or similar agreement for services in full and agree to be represented by us. 33. Our Clients agree that they will not to discuss their engagement with us with any investigator, agent, detective or any other person and confirm that they shall direct anyone who contacts them about their engagement with us to us. They further confirm that during the course of our engagement, other than with our written knowledge and our consent, they will not communicate with opposing parties or their counsel and shall not attempt to negotiate or settle their matter. SCHEDULE OF AMENDMENTS June 6th 2026 - Amendment to Art 1 (“These General Terms and Conditions (“GTC”) as supplemented by our Engagement Offer Letter for Services (“EOLS”), Privacy Policy and /or similar or related agreements for services govern the relationship between us and our Clients and Service Providers”), to clarify that our Client Onboarding and AML Policies are included in the GTC.___________________________________________________________________________________________
1. DATA PRIVACY AND ANTI-MONEYLAUNDERING POLICY ("DP-AML") 1. This document presents the DP-AML policy of ABS&P International Law Firm (“ABS&P”). This policy declares that during its business operations, ABS&P shall endeavour to protect the data privacy of its customers and others they interact with in accordance with law and to prohibit and actively prevent money laundering and any activity that facilitates money laundering or the funding of terrorist or criminal activities by complying with as far as possible with all applicable requirements in the relevant jurisdictions for themselves and its Associates. These DP-AML policies, procedures and internal controls are designed to ensure compliance with all relevant an applicable compliance regulations concerning money laundering and other criminal activities and data privacy and will be reviewed and updated on a regular basis to ensure appropriate policies, procedures and internal controls are in place to account for changes in the applicable regulations. 2. DP-AML Compliance Officer’s Designation and Duties ABS&P has designated its President as its Data Privacy & Anti-Money Laundering Policy Compliance Officer (DP-AML Compliance Officer), with full responsibility to act in respect to this DP-AML policy. ABS&P’s DP-AML Compliance Officer will be qualified to undertake their duties by virtue of professional training in DP-AML procedures and/ or will have been qualified by experience, knowledge. The duties of the DP-AML Compliance Officer will include monitoring ABS&P’s compliance with DP-AML obligations as well as overseeing communication and training for its employed and business partners (where appropriate). The DP-AML Compliance Officer shall also ensure that ABS&P keeps and maintains all of the required DP-AML records and will ensure that Suspicious Activity Reports (SAF’s) are filed with all relevant Financial Crimes Enforcement Networks (FinCEN) when appropriate. The DP-AML Compliance Officer is vested with full responsibility and authority to enforce this DP-AML policy. ABS&P will provide its bank and all/ any relevant associated institutional financier/s with contact information for its DP-AML Compliance Officer, including: (1) name; (2) title; (3) mailing address; (4) email address; (5) telephone number; and (6) facsimile number upon its request. ABS&P will promptly notify its bank and relevant associated institutional financiers with any change in this information and will review, and if necessary update, this information within 17 business days after the end of each calendar year. The annual review of this DP-AML Program will be conducted by the President of ABS&P with all necessary updates being provided no later than 17 business days following the end of each calendar year. In addition, if there is any change to the information, they will update the information promptly, but in any event not later than 30 days following the change. 3. Giving DP-AML Information to Relevant Law Enforcement Agencies and Other Financial Institutions ABS&P shall co-operate with and respond to all requests from DP-AML Regulated Firms, relevant Law Enforcement Agencies and Authorised Individuals concerning data privacy and engagements with its customers and relevant transactions where this is supported by evidence that DP-AML laws and regulations in any jurisdiction may have been breached. This co-operation shall include providing the information required in the time limit specified by the requester. 4. Voluntary Information Sharing With Other Financial Institutions ABS&P will share information with other financial institutions regarding individuals, entities, organizations and countries for purposes of identifying and, where appropriate, reporting activities that its suspects may involve possible terrorist activity or money laundering and/ or breaches of any relevant data privacy laws. ABS&P shall employ strict procedures both to ensure that only relevant information is shared and to protect the security and confidentiality of this information, for example, by segregating them from its other books and records. ABS&P shall also employ procedures to ensure that any information received from another financial institution will not be used for any purpose other than: • satisfying in full its data privacy obligations to data privacy subjects; • identifying and, where appropriate, reporting on money laundering or terrorist activities; • determining whether to establish or maintain an account, or to engage in a transaction; or • assisting the financial institution in complying with performing such activities. 5. KYC/ KYB - Required Customer Information Prior to delivering the services requested of them ABS&P shall collect the following information in respect to any person, entity or organization whose name is on the application document to ABS&P:- (1) the full name of all individuals concerned with the application and its date of birth (for individuals); (2) an address, which will be a residential or business street address (for an individual), an Army Post Office (APO) or Fleet Post Office (FPO) box number, or residential or business street address of next of kin or another contact individual (for an individual who does not have a residential or business street address), or a principal place of business, local office, or other physical location (for a person other than an individual); and an identification document number (e,g, passport) (3) where the applicant is a legal entity, ABS&P will procure information from its agents that identifies its owners/ directors and the firm in a public registry. If a potential or existing customer either refuses to provide the information described above when requested, or appears to have intentionally provided misleading information, ABS&P will not engage with them and if this occurs after engagement, after considering the risks involved, shall terminate the existing engagement agreement. In either case, its DP-AML Compliance Officers will be notified so that ABS&P can determine whether they should report the situation to relevant institutions. All relevant ABS&P subsidiaries, committees or divisions shall use theirs best endeavours to collect and deal with the data in full compliance with GDPR and/or other relevant data privacy regulations. 6. Verifying Information Based on the risk, and to the extent reasonable and practicable, ABS&P will ensure that it has reasonable belief that it knows the true identity of its customers by using risk-based procedures to verify and document the accuracy of the information they get about its customers. Its DP-AML Compliance Officer will analyse the information obtained to determine whether the information is sufficient to form a reasonable belief that ABS&P knows the true identity of the customer (e.g., whether the information is logical or contains inconsistencies). ABS&P shall verify its customers' identities through documentary means, non-documentary means or both. ABS&P will use documents to verify customer identity when appropriate documents are available. In light of the increased instances of identity fraud. It will will supplement the use of documentary evidence by using the non-documentary means described below whenever necessary. Non-documentary means may also be used if it is still uncertain about whether it knows the true identity of the customer. In verifying the information, ABS&P will consider whether the identifying information that is received, such as the customer’s name, street address, post/ zip code, telephone number (if provided), date of birth and Social Security number, allows it to determine that it has reasonable belief that it knows the true identity of the customer (e.g., whether the information is logical or contains inconsistencies). 7. Appropriate documents for verifying the identity of customers include the following: For an individual: an unexpired government-issued identification evidencing nationality or residence and bearing a photograph or similar safeguard, such as a driver’s license or passport; and for a person other than an individual: documents showing the existence of the entity, such as certified articles of incorporation, a government-issued business license, a partnership agreement or a trust instrument. ABS&P appreciates that it is not required to take steps to determine whether the document that the customer has provided to them for identity verification has been validly issued and that it may rely on a government-issued identification as verification of a customer’s identity. If, however, if ABS&P finds that the document shows some obvious form of fraud, it must consider that factor in determining whether it can form a reasonable belief that it knows the customer’s true identity. ABS&P will use the following non-documentary methods of verifying identity: 1. Independently verifying the customer’s identity through the comparison of information provided by the customer with information obtained from a consumer reporting agency, public database or other such sites. 2. Checking references with other financial institutions; or 3. Obtaining a financial statement. ABS&P will use non-documentary methods of verification when: 1. The customer is unable to present an unexpired government-issued identification document with a photograph or other similar safeguard; 2. Where ABS&P is unfamiliar with the documents the customer presents for identification verification; 3. The customer and ABS&P do not have face-to-face contact; and 4. There are other circumstances that increase the risk that ABS&P will be unable to verify the true identity of the customer through documentary means. ABS&P shall verify the information within a reasonable time before or after they engage with the customer. Depending on the nature of the engagement and facilities/services requested, it may refuse to deliver a facility/ service before it has verified the information, or in some instances when more time is needed, it may, pending verification, restrict the types of facilities/ services requested. If it finds suspicious information that indicates possible money laundering, terrorist investment activity, or other suspicious activity, ABS&P will, after internal consultation with its DP-AML Compliance Officer, file a report in accordance with applicable laws and regulations. ABS&P recognises that the risk that it may not know the customer’s true identity may be heightened for certain types of customer engagement such as applications for facilities/ services in the name of a corporation, partnership or trust that is created or conducts substantial business in a jurisdiction that has been designated by relevant international regulatory agencies (e.g., IMF) as a primary money laundering jurisdiction, a terrorist concern, or has been designated as a non-cooperative country or territory. ABS&P shall identify customers that pose a heightened risk of not being properly identified. It will also take such additional measures that it may deem necessary to obtain information about the identity of the individuals associated with the customer when standard documentary methods prove to be insufficient. 8. Records Keeping Without prejudice to other privacy regulations as well as AML rules and regulations that may apply, the general policy of ABS&P is never to retain any personal records of those it has any kind of interaction with unless there is a strict legal obligation upon it to do so. 9. Notice to Customers ABS&P will provide notice to customers when they are requesting information from it for its DP-AML compliance obligations and that the information collected will be processed in accordance with such compliance obligations. 10. General Customer Due Diligence It is important for DP-AML reporting that ABS&P has sufficient information about each customer to allow it to evaluate the risk presented by that customer and to detect and report suspicious activity. When ABS&P engages with a customer, the due diligence that it performs may be in addition to customer information obtained for purposes of its providing facilities/ services for the customer. 11. DP-AML Record-keeping The relevant ABS&P DP-AML Compliance Officer will be responsible for ensuring that DP-AML records are maintained properly and all relevant reports, disclosures and adjustments to them are filed as required in compliance with all relevant legal obligations upon them. The overall policy of ABS&P is to endeavour not to retain its customers' data unless this is required by law. 12. Training Programs ABS&P will develop ongoing employee/ solutions partners training under the leadership of its DP-AML Compliance Officer. The training will occur on at least an annual basis and will be regularly updated to reflect any new developments in the law concerning DP-AML. The training will include, at a minimum: (1) how to identify red flags and signs of money laundering that arise during the course of its employees’ duties; (2) what to do once the risk is identified (including how, when and to whom to escalate unusual customer activity or other red flags for analysis and, where appropriate, the filing of suspicious activity reports, etc.).; (3) what employees'/ business partners roles are in ABS&P's compliance efforts and how to perform them; (4) data privacy and records retention policy; and (5) the disciplinary consequences (including civil and criminal penalties) for non-compliance with any relevant data privacy regulations. ABS&P will develop its own DP-AML training program, or contract for its delivery. Delivery of the training may include educational pamphlets, videos, intranet systems, in-person lectures and explanatory memos. ABS&P will maintain records to show the persons trained, the dates of training and the subject matter of its training. 13. Confidential Reporting of DP-AML Non-Compliance ABS&P Members (any person or entity which has a service provider relationship with ABS&P) shall promptly report any potential violations of this DP-AML compliance program to the DP-AML Compliance Officer, unless the violations implicate the DP-AML Compliance Officer, in which case the employee shall report the matter to the Board of ABS&P via its Resident Agent. Such reports shall be confidential, and the reporter will suffer no retaliation for making them. 14. Cookies Policy This Cookies Policy explains what Cookies are and how we use them. You should read this policy to understand what type of cookies we use, or the information we collect using Cookies and how that information is used. Cookies do not typically contain any information that personally identifies a user, but personal information that we store about you which may be linked to the information stored in and obtained from Cookies. Information on how we use, store and keep your personal data secure is in our Privacy Policy. We do not store sensitive personal information, such as mailing addresses, account passwords, etc. in the Cookies We use. Interpretations & Definitions The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural. Definitions For the purposes of this Cookies Policy: • Company (referred to as either "the Company", "We", "Us" or "Our" in this Cookies Policy) refers to Alexander Byrne Sidhu & Partners SA, Forum 1, Edificio E, Piso 1 (RE&B), Santa Ana, San Jose, Costa Rica. • Cookies means small files that are placed on Your computer, mobile device or any other device by a website, containing details of your browsing history on that website among its many uses. • Website refers to ABS&P International Law Firm, accessible from https://www.abspinternationallawfirm.com. • “You” means the individual accessing or using the Website, or a company, or any legal entity on behalf of which such individual is accessing or using the Website, as applicable. Types of Cookies we use Cookies can be "Persistent" or "Session" Cookies. Persistent Cookies remain on your personal computer or mobile device when You go offline, while Session Cookies are deleted as soon as You close your web browser. We use both session and persistent Cookies for the purposes set out below: - • Necessary / Essential Cookies • Type: Session Cookies • Administered by: Us. Purpose: These Cookies are essential to provide You with services available through the Website and to enable You to use some of its features. They help to authenticate users and prevent fraudulent use of user accounts. Without these Cookies, the services that You have asked for cannot be provided, and We only use these Cookies to provide You with those services. • Functionality Cookies • Type: Persistent Cookies • Administered by: Us Purpose: These Cookies allow us to remember choices You make when You use the Website, such as remembering your login details or language preference. The purpose of these Cookies is to provide You with a more personal experience and to avoid You having to re-enter your preferences every time You use the Website. Your Choices Regarding Cookies If you prefer to avoid the use of Cookies on our Website, you must first disable the use of Cookies in your browser and then delete the Cookies saved in your browser associated with our website. You may use this option for preventing the use of Cookies at any time. If you do not accept Our Cookies, You may experience some inconvenience in your use of our Website and some features may not function properly. If you would like to delete Cookies or instruct your web browser to delete or refuse them, please visit the help pages of your web browser. For the Chrome web browser, please visit this page from Google: https://support.google.com/accounts/answer/32050. For the Internet Explorer web browser, please visit this page from Microsoft: http://support.microsoft.com/kb/278835. For the Firefox web browser, please visit this page from Mozilla: https://support.mozilla.org/en-US/kb/delete-cookies-remove-info-websites-stored. For the Safari web browser, please visit this page from Apple: https://support.apple.com/guide/safari/manage-cookies-and-website-data-sfri11471/mac. For any other web browser, please visit your web browser's official web pages. Contact Us If you have any questions about our Cookies Policy, You can use our our website’s contact form to get in touch. 15. Board Approval ABS&P’s Board has approved this DP-AML compliance program as reasonably designed to achieve and monitor its respective ongoing compliance with the requirements of all legal obligations upon it and its Members in relation to their applicable DP-AML obligations. Updated: 29th October 2023.____________________________________________________________________________________________
2) Artificial Intelligence (AI) Usage Policy Política de Uso de Inteligencia Artificial (IA) UK & EU ABSP International Law Firm – Ethical Innovation in Legal Practice ABSP International Law Firm utilises secure Artificial Intelligence (AI) technologies to assist our legal professionals with research, drafting, and document review. These tools support the delivery of efficient and cost-effective legal services while maintaining high standards of quality and accuracy. We may use AI tools to assist in the delivery of our legal services. Such tools are used for general research, drafting support, and to enhance efficiency. We do not input confidential or client-identifiable information into AI systems unless appropriate safeguards and confidentiality protections are in place. Any personal data processed through AI-supported tools is handled in compliance with the UK GDPR and EU GDPR, where applicable. AI is not used for decision-making without human oversight, and all outputs are reviewed by appropriately qualified legal professionals. If you have any questions or objections regarding our use of AI in your matter, please inform us at the outset of your engagement. In the absence of any such objection, we will proceed on the basis that you consent to our use of AI tools in accordance with this policy. We are committed to transparency and the responsible use of technology. If you wish to know more about how your data may be processed in connection with AI-assisted legal work, or to exercise your data protection rights, please contact our Data Protection Officer via our General Contact page. Costa Rica ABSP International Law Firm – Comprometidos con la Innovación Ética en el Ejercicio del Derecho ABSP International Law Firm utiliza tecnologías seguras de Inteligencia Artificial (IA) para asistir a sus profesionales legales en tareas de investigación, redacción y revisión documental. Estas herramientas permiten ofrecer servicios legales más eficientes y rentables, manteniendo altos estándares de calidad y precisión. Podemos utilizar herramientas de IA para apoyar la prestación de nuestros servicios legales. Dichas herramientas se emplean para investigación general, apoyo en la redacción y mejora de la eficiencia. No introducimos información confidencial ni datos que permitan identificar al cliente en sistemas de IA, salvo que existan salvaguardas adecuadas y garantías de confidencialidad. Cualquier dato personal tratado mediante herramientas asistidas por IA se gestiona en cumplimiento de la Ley N.º 8968 – Ley de Protección de la Persona frente al Tratamiento de sus Datos Personales, así como de la normativa aplicable y los lineamientos emitidos por la Agencia de Protección de Datos de los Habitantes (PRODHAB). La IA no se utiliza para la toma de decisiones sin supervisión humana, y todos los resultados son revisados por profesionales jurídicos cualificados. Si tiene alguna pregunta u objeción sobre el uso de IA en su asunto, le rogamos que nos lo comunique al inicio de la relación profesional. En ausencia de objeción, entenderemos que consiente el uso de herramientas de IA conforme a esta política. Estamos comprometidos con la transparencia y el uso responsable de la tecnología. Si desea más información sobre cómo se procesan sus datos en relación con el uso de IA o desea ejercer sus derechos de acceso, rectificación, supresión u oposición (ARCO), puede ponerse en contacto con nuestro responsable de protección de datos a través de nuestra página de contacto general.
_________________________________________________________________________________________
3) ABS&P’s Rules of Professional Conduct & Ethics 1. General Professional Conduct & Ethics a) These Rules, unless specifically waived in writing by ABS&P, apply to any person or entity who accepts and performs work for the Corporation, whether remunerated or not. b) In the event of any conflict between these Rules and an agreement between the Corporation and any person or entity, these Rules shall prevail unless expressly stated otherwise in writing by the President of ABS&P. c) All Corporation, Officers, and Contractors ("Members") must uphold the highest standards of professional conduct and courtesy in their dealings with each other, the public, and clients, whether in their discipline, or in any professional or business context. d) A breach of Rule 1 in general and especially Rule 1.c), will normally be treated as serious misconduct and may result in immediate suspension or termination of the Member’s relationship with the Corporation and/or legal action. Breaches are reported to or identified by the President of the Corporation, whose decision upon mandatory non-binding consultation with the Ethics Board (consisting of the Non-Executive Director, Policy & Ethics of ABS&P and the President of ICDRO), shall be final. Suspension may be for such period as may be decided by the President of ABS&P upon non-binding consultation with the Ethics Board. The decision of the President of ABS&P in all circumstances shall be final. Appeals may be heard by the Ethics Board, whose non-binding recommendations shall be heard by the President of ICDRO who shall consult with the President of ABS&P whose decision shall be final. e) When engaged on any Corporation assignment (including ad hoc or temporary matters), Members must not engage in any unlawful conduct or behaviour that a reasonable person would consider compromises the business or interests of the Corporation or its clients, especially concerning matters of confidentiality. 2. Confidentiality Policy a) "Confidential Information" refers to any business, technical, procedural, or client-related information disclosed to a Corporation Member (whether a shareholder, officer, affiliate, or contractor) that is proprietary to the Corporation. b) Recipients must not disclose Confidential Information to any third party without the Corporation’s prior written consent. c) The restrictions on disclosure do not apply to information that: i) Was in the Recipient’s possession before disclosure; ii) Becomes public through no fault of the Recipient; iii) Is disclosed by a third party legally entitled to do so; or iv) Is independently developed without reference to the Confidential Information. d) All tangible Confidential Information must be returned upon written request. One copy may be retained solely to monitor compliance. Retention is by the Corporation solely and shall be for a period of 6 years. A breach of Rule 2 will be considered serious and may attract such sanction as may be decided by the President of ABS&P at his/her unilateral discretion upon mandatory non-binding consultation with the Ethics Board. Appeals shall be heard by the Ethics Board whose decisions shall be persuasive but non-binding upon the President of ABS&P whose decision shall be final. e) No rights or licences are granted under any intellectual property rights by virtue of this Confidentiality Policy. f) The Corporation is not liable for any decisions made or actions taken by a Recipient in reliance on Confidential Information. g) All Confidential Information (including software or electronically stored data) remains the exclusive property of the Corporation. h) The confidentiality obligations shall survive for six (6) years (currently stated inconsistently as "three (6) years") from the date the Recipient becomes subject to them. i) "Affiliate" includes any person or entity controlling, controlled by, or under common control with the Corporation or the Recipient, including their clients. j) Recipients must not use Confidential Information to circumvent or interfere with the Corporation’s client relationships or business operations. k) The obligations in this Confidentiality Policy shall survive termination of the Member’s relationship with the Corporation for a period of six (6) years. 3. Public Speaking Engagements of Members a) When speaking publicly or publishing material that may involve the Corporation, Members must distinguish personal views from official views unless explicitly authorised by the President of ABS&P. Corporation resources may not be used for personal or political purposes. 4. Professional Conduct Obligations of Members a) Members must not undertake any assignment they are legally prohibited from performing, or which they cannot deliver to the highest professional standard. This is particularly relevant to services such as litigation support, mediation, arbitration, and professional consultancy. In cases of doubt, legal advice should be sought and/or consultation with the President of ABS&P is required. b) When working on Corporation assignments, Members must cooperate fully with the Corporation’s Officers /Directors, especially the President of ABS&P, and must not act in any way that could undermine client’s confidence in the Corporation. c) Members are expected to provide support to each other when possible and treat one another with respect and courtesy. d) Failure to comply with Rule 4(b) and (c) will be treated as a serious breach by the President of ABS&P and may be deemed a resignation event by the Member which will be activated by the President in consultation with the Member’s engagement terms. e) Members must comply with all applicable laws and ethical standards in the conduct of their services. The Corporation prohibits unlawful or unethical conduct, including bribery, improper payments, and dishonest dealings. f) Members’ conduct must exceed the minimum standards required by law and their own professional bodies. Legal uncertainties should be referred to the President of ABS&P. g) Members are expected to act professionally at all times. Unprofessional conduct including intoxication, gambling, swearing, or fighting, especially during or in connection with Corporation assignments, is strictly prohibited. h) Members must act honestly and in the Corporation’s best interests. They must not misuse their position or information for personal gain. i) Where a Member becomes aware of an actual or potential conflict of interest, they must immediately inform the President of ABS&P. j) Members are encouraged to support public, charitable, and civic causes, but must avoid conflicts of interest between such roles and their Corporation Membership. k) Upon termination of their Membership, Members must return all Corporation property, materials, and records. l) Members must notify the President of ABS&P confidentially of any bankruptcy, criminal charges, judgments, or creditor arrangements against them. m) Where a Member’s consent is required by the President for any administrative or other operation of ABS&P, and the Member fails to respond to a request or does not respond within the timeframe provided (which shall be reasonable having regard to the matter in hand) the Member shall be deemed to have given consent. 5. General Obligations of the Corporation to its Members The Corporation commits to: i) Treat all Members with courtesy and provide Pro Bono assistance for them, where feasible, in legal proceedings affecting them. ii) Create a professional and supportive environment encouraging collaboration and mutual respect. iii) Offer all Members the opportunity to apply for advancement within the Corporation, including as Officers /Senior Associates /Directors or in commercial activities. iv) Maintain the highest standards of professionalism and quality within the Corporation. 6. Communications Policy & Amendment to these Rules 6.1) The President of ABS&P shall be responsible for amending these Rules: a) Minor Changes – The President of ABS&P may amend these Rules unilaterally where changes are administrative or do not materially affect Members' obligations or the Corporation’s governance. b) Major Changes – Where changes substantially impact the Corporation’s operations, the President must consult Shareholders and Officers (including Senior Associate lawyer). Lack of response within the stated timeframe shall be deemed consent. c) If a unanimous decision is required but cannot be achieved, the matter shall be referred to the majority shareholder(s), whose decision shall be final subject to the Corporation’s Articles or Shareholders’ Agreement. May 14th 2021 For and on behalf of the Corporation Dr Andre Alexander, President Schedule of Amendments:- 27.6.2023: (a) General grammatical editing for coherence. 14.7.2023 and 15.7.2023: (a) Full incorporation of the effect of ABS&P's general Confidentiality Policy; b) Clarification on the effect of the Rules in the event of conflicts with the Corporation other Policies and Agreements; c) General minor changes to the presentation of the Rules for ease of reading. 14.7.2025: a) Minor renumbering of the Rules & grammatical corrections /typing mistakes. b) Rule 3 - clarification of the obligations of member in the field of public speaking as this affects ABS&P. c) Editing for coherence and consistency. 20.7.2025: a) Minor administrative edits to some of the non-financial management aspects of the Rules (in particular Rules 1 and 2) for clarity and coherence - effected by the President as permitted under ABS&P’s Shareholders’ Agreement. 27.7.2025: Art. 4. Professional Conduct Obligations of Members: A new paragraph (m) has been added - procedure when consent is required from a Member and is not received. 20.04.2026: The Managing Partner designation is corrected to “President”. Shareholders' Agreement - effect of the Rules These Rules are substantially represented as Schedule C in the Corporation's Shareholders’ Agreement.
4) ABS&P INTERNATIONAL LAW FIRM CLIENT ONBOARDING POLICIES Our Onboarding Policies (Parts A and B) are part of our General Terms and Conditions of Services (“GTC”). Part A) Vulnerable Client Policy and Capacity Assessment Protocol Version: 1.0 dated June 6th 2026 Owner: Compliance Officer for Legal Practice (COLP) Review Date: Annually or following any material change in applicable regulation. 1. Purpose This Policy establishes the procedures adopted by ABS&P International Law Firm ("the Firm") to identify, assess and appropriately support vulnerable clients whilst ensuring compliance with applicable international regulations which include the English Solicitors Regulation Authority ("SRA") Principles, the SRA Code of Conduct for Solicitors, RELs and RFLs, the Mental Capacity Act 2005, the Equality Act 2010 and other applicable professional obligations. The Firm recognises that vulnerability may be permanent, temporary or situational and that appropriate adjustments should be made to ensure that all clients are able to provide informed instructions whenever possible. 2. Scope This Policy applies to: all Partners; Consultants; Lawyers /Solicitors; Registered Foreign Lawyers (RFLs); Registered European Lawyers (where applicable); Trainee Solicitors; Paralegals; and all support staff involved in client engagement. 3. Definition of a Vulnerable Client A vulnerable client is any individual whose personal circumstances may reduce their ability to: understand legal advice; make informed decisions; communicate instructions freely; resist undue influence; protect their own interests. Vulnerability may arise from factors including (without limitation): age; physical disability; learning difficulties; mental illness; cognitive impairment; bereavement; domestic abuse; financial distress; trauma; addiction; language barriers; cultural or social isolation; immigration status; coercive or controlling relationships. The Firm recognises that vulnerability does not necessarily affect legal capacity. 4. General Principles The Firm shall: treat all clients with dignity and respect; avoid assumptions based upon age or disability; make reasonable adjustments wherever appropriate; communicate using language appropriate to the client's level of understanding; maintain confidentiality at all times; protect the client's autonomy; record all relevant decisions on the client file. 5. Capacity The Firm recognises that capacity is: decision-specific; time-specific; capable of fluctuation. It also recognises that capacity shall never be presumed absent solely because a client: is elderly; has a diagnosis of dementia; has a mental health condition; requires assistance from family members; experiences communication difficulties. Where doubt exists, fee earners shall make reasonable enquiries before accepting instructions from any third party. 6. Powers of Attorney Where instructions are received from a person claiming authority under a Power of Attorney ("Attorney"), the Firm shall not assume that the Attorney has authority to instruct the Firm in relation to the particular legal matter. Before accepting instructions, the Firm shall, where appropriate: obtain a copy of the relevant Power of Attorney; verify that it is valid and effective; determine whether it is registered where registration is required; determine the scope of the authority granted; confirm that the Attorney's authority extends to the specific legal matter under consideration; consider whether any limitations, conditions or restrictions apply; consider whether there is any actual or potential conflict of interest between the Attorney and the donor. Where the Firm considers it appropriate, lawful and practicable, it may communicate directly with the donor of the Power of Attorney for the purpose of: confirming instructions; assessing capacity; confirming that instructions genuinely reflect the donor's wishes; identifying any evidence of undue influence, coercion or conflict of interest. The existence of a Power of Attorney shall not prevent the Firm from undertaking such enquiries as it considers reasonably necessary to satisfy itself that: the Attorney possesses appropriate legal authority; the donor's interests are properly protected; there are no material conflicts of interest; professional obligations owed to the client have been satisfied. The Firm reserves the right to decline to accept instructions from an Attorney where it considers that authority has not been satisfactorily established or where concerns remain regarding capacity, undue influence or conflicts of interest. 7. Reasonable Adjustments Depending upon the client's circumstances, adjustments may include: additional meeting time; simplified written advice; plain English explanations; interpreters; translated documentation; remote meetings; support persons (with client consent); written summaries; staged decision making. 8. Confidentiality The Firm shall not disclose confidential information to family members, carers or Attorneys unless legally authorised or otherwise permitted by law. Where appropriate, the client's consent shall be obtained before discussing matters with third parties. 9. Escalation Where concerns arise regarding: capacity; undue influence; financial abuse; coercion; exploitation; conflicts of interest; the matter shall be referred to the supervising Partner or COLP before substantive instructions are accepted. 10. File Recording Fee earners should record: indicators of vulnerability; adjustments made; capacity considerations; documents reviewed; Power of Attorney verification; reasons for accepting or declining instructions; supervisory discussions; reasons for any departures from normal procedure. Appendix A Capacity Assessment Checklist Question Yes No Notes Have any indicators of vulnerability been identified? □ □ Has the client been interviewed personally where appropriate? □ □ Is the client able to understand the nature of the legal matter? □ □ Can the client retain information long enough to make a decision? □ □ Can the client weigh relevant information? □ □ Can the client communicate a clear decision? □ □ Are reasonable adjustments required? □ □ Is an interpreter required? □ □ Is there evidence of undue influence? □ □ Is anyone attempting to answer on behalf of the client? □ □ Has a Power of Attorney been produced? □ □ Has the Power of Attorney been reviewed? □ □ Does it confer authority for this matter? □ □ Has the identity of the Attorney been verified? □ □ Have potential conflicts between donor and Attorney been considered? □ □ Has direct communication with the donor been considered where lawful and practicable? □ □ Has the supervising Partner/COLP been consulted where appropriate? □ □ Is there sufficient evidence that the client (or lawful representative) can provide valid instructions? □ □ Appendix B Attorney Verification Checklist Before accepting instructions from an Attorney, fee earners should confirm: □ Identity verified. □ Certified copy of the Power of Attorney obtained. □ Registration confirmed (where required). □ Authority extends to this legal matter. □ No restrictions or conditions apply. □ No apparent conflict between donor and Attorney. □ No evidence of coercion or financial abuse. □ Direct communication with the donor considered where appropriate. □ Capacity concerns documented. □ Supervisory approval obtained if concerns remain. Appendix C Cross-Jurisdictional Compliance 1. International Practice ABS&P International Law Firm is established in the Republic of Costa Rica and provides legal and legal consultancy services to clients across multiple jurisdictions. Accordingly, matters involving vulnerable clients may be governed by one or more legal and regulatory regimes, including but not limited to: the laws of Costa Rica; the professional obligations applicable to any solicitor, Registered Foreign Lawyer (RFL), Registered European Lawyer (REL), or other regulated lawyer involved in the matter; the laws of the jurisdiction in which the client resides; the laws governing the transaction or dispute. 2. Governing Principle This Policy establishes the Firm's minimum internal standards. Where applicable legislation, court rules or professional regulations in any jurisdiction impose more stringent obligations, those obligations shall prevail to the extent of any inconsistency. Fee earners must seek guidance from the supervising Partner or the Compliance Officer for Legal Practice (COLP), or obtain local legal advice where appropriate, before proceeding if there is uncertainty regarding the applicable legal requirements. 3. Local Law Verification Where a vulnerable client is located outside Costa Rica, or where legal services are provided in relation to another jurisdiction, fee earners should consider whether local law addresses: legal capacity; powers of attorney; substituted decision-making; guardianship; elder abuse protections; mandatory reporting obligations; confidentiality exceptions; financial exploitation; anti-money laundering implications. Any material conclusions should be recorded on the client file. Appendix D Undue Influence and Financial Abuse Protocol Purpose The Firm recognises that a client may possess full legal capacity while nevertheless being subject to undue influence, coercion, manipulation or financial abuse. Accordingly, assessments of client capacity shall always be accompanied by consideration of whether the client's decisions are genuinely voluntary. Indicators of Undue Influence Fee earners should remain alert to circumstances including: another person insisting on speaking for the client; reluctance by the client to speak privately; inconsistent instructions; sudden changes to long-established legal or financial arrangements; unexplained transfers of assets; unusual urgency; obvious dependency upon another individual; intimidation or controlling behaviour; isolation from family or independent advisers; significant gifts or transfers benefiting a person accompanying the client; pressure to execute documents immediately; reluctance to permit the Firm to communicate directly with the client. No single indicator is determinative. Matters should be assessed holistically. Private Consultation Where practicable, the responsible fee earner should meet or communicate privately with the client before accepting substantive instructions. The purpose of the meeting is to establish: that instructions originate from the client; that the client understands the proposed transaction; that decisions are made voluntarily; that the client has sufficient opportunity to ask questions without external influence. Powers of Attorney The existence of a Power of Attorney does not remove the Firm's obligation to satisfy itself that the Attorney is acting properly and within the scope of the authority granted. Where concerns arise, the Firm may: verify the validity and extent of the Power of Attorney; communicate directly with the donor, where lawful and practicable; seek evidence that the donor's wishes are accurately represented; request independent evidence of capacity where appropriate; seek clarification from the Attorney; decline to act until concerns have been satisfactorily resolved. The Firm shall not assume that an Attorney is authorised to provide instructions merely because a Power of Attorney exists. The scope, validity and applicability of the authority must be independently verified. Financial Abuse Potential indicators include: unexplained transfers of funds; instructions inconsistent with the client's previous wishes; pressure to dispose of assets; unusual borrowing; repeated changes to beneficiaries; suspicious transactions involving family members, carers or advisers; refusal to allow the client to communicate independently; evidence that another person controls the client's finances without proper authority. Escalation Where concerns exist, fee earners should immediately notify the supervising Partner or COLP. Then the Firm may, where appropriate: suspend the acceptance of instructions; seek further documentary evidence; recommend that the client obtain independent advice; obtain medical or professional capacity evidence where appropriate; seek local legal advice where the matter involves another jurisdiction; decline to act if professional obligations cannot be satisfied. Record Keeping The client file should include: the concerns identified; observations made during meetings; adjustments implemented; copies of any Powers of Attorney reviewed; reasons for accepting or declining instructions; advice sought from supervisors or external advisers; any evidence supporting the conclusion that the client's instructions were given freely and voluntarily. Professional Judgement Nothing in this Protocol limits the Firm's professional discretion. Where any fee earner considers that accepting or continuing instructions may expose the client to exploitation, prejudice the administration of justice, or place the Firm in breach of its professional obligations, the Firm reserves the right to suspend, decline or terminate instructions in accordance with applicable law, professional rules and the terms of engagement. ___________________________________________________________ Part B) Matter Opening and Client Acceptance Policy Version: 1.0 dated June 6th 2026. Owner: Compliance Officer for Legal Practice (COLP) Review Date: Annually or following any material change in applicable regulation. 1. Purpose This Policy establishes the procedures governing the acceptance of new clients, new matters and new instructions by ABS&P International Law Firm ("the Firm"). The objective is to ensure that every matter accepted by the Firm has been appropriately assessed for legal, ethical, regulatory, financial and reputational risk before work commences. No fee earner may open a matter or provide substantive legal services until the requirements of this Policy have been satisfied, unless authorised by a Partner in exceptional circumstances. 2. Guiding Principles The Firm shall only accept instructions where it is satisfied that: it is legally entitled to act; the Firm possesses the appropriate expertise; no unacceptable conflicts exist; regulatory requirements have been satisfied; the client has authority to instruct; the proposed work is lawful; appropriate client due diligence has been completed; commercial terms have been agreed; the matter is consistent with the Firm's professional obligations and risk appetite. 3. Initial Matter Assessment Before opening any file, the responsible fee earner shall identify: the client; beneficial owners (where applicable); proposed legal work; relevant jurisdictions; governing law; opposing parties; source of referral; urgency; anticipated value of the matter; expected duration. 4. Client Identity and Authority Before instructions are accepted the Firm shall verify: identity; legal capacity; authority to instruct; corporate authority (where applicable); existence of any Power of Attorney; trustee authority; partnership authority; governmental approvals where required. Where instructions are provided under a Power of Attorney, the responsible fee earner shall comply with the Firm's Vulnerable Client Policy and independently verify: validity; scope; applicability; continuing effectiveness; absence of material conflicts. 5. Conflict Checking No matter shall be opened until conflict checks have been completed. The conflict review should include: current clients; former clients; related entities; affiliates; beneficial owners; directors; shareholders where appropriate; opposing parties; known witnesses if material. Where any actual or potential conflict exists, the matter shall immediately be referred to the supervising Partner or COLP. 6. Regulatory Due Diligence Before opening a file, consideration shall be given to: anti-money laundering obligations; sanctions compliance; anti-bribery legislation; terrorist financing risks; politically exposed persons (PEPs); source of funds; source of wealth where appropriate; suspicious activity indicators. The Firm reserves the right to request further documentation before accepting instructions. 7. Jurisdiction Assessment The responsible fee earner shall determine: which jurisdictions are involved; whether the Firm is authorised to advise; whether local counsel should be instructed; whether regulatory restrictions apply; whether foreign law advice is required. Cross-border matters should not proceed beyond preliminary advice until jurisdictional issues have been considered. 8. Capacity and Vulnerability Where the client may be vulnerable, the responsible fee earner shall complete the Client Capacity, Vulnerability and Undue Influence Risk Assessment Form before substantive work begins. Completion of that assessment is mandatory where any indicators of vulnerability are identified. 9. Scope of Retainer The responsible fee earner shall ensure that: the client understands the proposed services; work outside scope is identified; assumptions are documented; limitations are explained; engagement terms are agreed. 10. Fees and Funding Before opening a matter the Firm should establish: proposed fee structure; capped fees (if applicable); contingency or success fees (where legally permissible); disbursement responsibility; third-party funding; litigation funding; payment arrangements; client account requirements. No fee arrangement shall compromise the Firm's professional independence. 11. Engagement Letter Work should not ordinarily commence until: engagement letter issued; terms accepted; identity verification completed; regulatory checks completed; appropriate advance payment received where required. 12. Risk Assessment Each new matter should receive a preliminary risk classification. Low Risk Routine advisory work with no unusual regulatory issues. Medium Risk Cross-border matters, higher-value transactions, unfamiliar jurisdictions, complex ownership structures or matters involving vulnerable clients. High Risk Matters involving: politically exposed persons; sanctions issues; high-risk jurisdictions; substantial international transactions; complex trust or corporate structures; litigation with significant reputational implications; potential financial crime concerns; serious capacity or undue influence concerns. High-risk matters require Partner approval before acceptance. 13. Grounds for Declining Instructions The Firm may decline instructions where: conflicts cannot be resolved; client authority is uncertain; capacity concerns remain unresolved; identity cannot be verified; source of funds is unsatisfactory; professional independence may be compromised; instructions appear unlawful; there are concerns regarding fraud, coercion or financial abuse; jurisdictional competence cannot be established; acceptance would expose the Firm to unacceptable legal or reputational risk. 14. Matter Opening Checklist Before opening a file confirm: ☐ Client identified. ☐ Authority verified. ☐ Capacity considered. ☐ Vulnerability assessment completed (where required). ☐ Power of Attorney reviewed (if applicable). ☐ Conflicts cleared. ☐ AML/KYC completed. ☐ Sanctions screening completed. ☐ Source of funds reviewed. ☐ Jurisdiction assessed. ☐ Scope of retainer agreed. ☐ Fee arrangement approved. ☐ Engagement Letter issued. ☐ Risk classification allocated. ☐ Partner approval obtained (where required). ☐ Matter number allocated. ☐ Electronic and physical files created. 15. Ongoing Review Acceptance of a matter is a continuing obligation. If circumstances materially change, including new conflicts, changes in client capacity, evidence of undue influence, sanctions developments, regulatory concerns or changes to the scope of work, the responsible fee earner shall reassess whether the Firm should continue acting and shall refer the matter to the supervising Partner or COLP where appropriate. The Firm reserves the right to suspend or terminate instructions where continued representation would be inconsistent with applicable law, professional obligations or the Firm's risk management policies.
It specifically incorporates and governs ABS&P's:
1) Data Privacy and Anti-Money Laundering Policies2) AI Use Policy and ABS&P's agreements for services (e.g., Engagement Offer Letter for Services ("EOLS") and related service conditions including ABS&P's 3) Rules of Professional Conduct & Ethics and 4) Client Onboarding Policies. 2. The expressions "Law Firm", “Firm”, “ABS&P International Law Firm” and "ASB&P," as utilized herein, refer to and mean Alexander Byrne Sidhu & Partners SA and all its divisions and subsidiaries which, as a corporation, is registered in the Costa Rican National Registry Number 3-101-814796 and duly authorised under the Costa Rican Commercial Code and the relevant regulatory authorities in Costa Rica as a legal and business services provider. It is registered with the Solicitors Regulation Authority of England & Wales under ID Nr.: 8010339 as a non-regulated law firm not subject to SRA regulation. 3. ABS&P is owned and financially managed exclusively by lawyers. All non-lawyers in our firm are supervised by suitably qualified lawyers. In this document and in all our Clients' or Service Providers' dealings with us, only the President of ABS&P can bind our Firm. Not-for-Profit Organisation 4. The board of ABS&P resolved that from September 23rd, 2023, the corporation has adopted a policy to operate as a not-for-profit pass-through corporation meaning that it would retain no profit but would apply its revenues exclusively for the benefit of its operational objectives, with any residual revenue to be passed on to members. Application of GTC 5. This GTC shall apply in full to ABS&P and all its divisions and subsidiaries as well as its service providers unless this is specifically excluded in writing by ABS&P. 6. In the event of any conflict between its provisions and any EOLS, service agreement, or any other kind of agreement between ABS&P and a third party the GTC shall prevail unless this is specifically excluded in writing by the President of ABS&P. Terms and Conditions for Delivery of Services 7. The terms and conditions set out in this GTC shall be part of any agreement we have with third parties for services of any kind. General Scope of Services 8. The extent of services to be provided or given shall be restricted to what the parties have consented to do as set out in writing and shall include, from our side, all the legal services that an international law firm is able to deliver. Our Obligations 9. Our Deliverables (our work output) and their costs are set out in the EOLS or similar agreement for services with sign with our Clients. Commencement & Termination of Services 10. This GTC applies in full from the date of issue of our EOLS or any similar agreement for services and terminates in accordance with provisions set out herein and also in the applicable agreement. 11. Furthermore, subject to any contrary terms herein our Clients agree that they may terminate our representation at any time by notifying us in writing. 12. Termination of our services will not affect the responsibility of a Client to pay us for the services rendered and all extra costs incurred before termination and in connection with the orderly transfer of the matter to other representatives. 13. Our Lawyer-Client and any other kind of relationship will be deemed ended when we finish the specific services that we have been engaged by a Client to perform, or automatically, when 60 days or more have expired without our performance of any billable services for the Client. GDPR Provisions, Location and Access to Information 14. ABS&P’s GDPR, Privacy & AML Policies shall guide all communications between us and our Clients and Service Providers as well as our handling of our Clients' personal data. Our Clients' use of our services confirms acceptance of those Policies as published on our website. Complaints Procedure/ Disputes 15. We aim to ensure that our services are delivered effectively and efficiently, and that all billings are accurate and easy to understand. In that regard, our Clients are encouraged to direct any questions about services or bills to our President. 16. Our complaints procedure is that in the first instance any dispute regarding matters concerning our services are to be referred to our President who shall respond within 24 hours. If the response is considered unsatisfactory, a formal complaint may be made to the Board of the Firm (addressed to our President) via our Contact Form, who shall respond within 24 hours). Primary Client Care 17. Upon engagement with us, ABS&P’s President shall be made responsible to our Clients for ensuring that our service deliverables are met. Services Personnel 18. We may provision or assign our lawyers, paralegals and suitably skilled consultants to assist in the efficient delivery of our services to our Clients. All non-lawyers shall be supervised by suitably qualified lawyers and will have subscribed to our Rules of Professional Conduct & Ethics. 19. So as to enable the assigned personnel to meet their service obligations, we will share confidential information with them regarding our Client's matters. Costs 20. For and in consideration of the Services delivered to Clients under this GTC and as set out in our EOLS or similar agreements with our Clients, ABS&P shall receive payment (‘’Costs’’). 21. Such costs shall be set out in our EOLS and may be supplemented by the provisions set out herein. All invoices delivered under this GTC shall be submitted to the attention of the Client’s Representative. 22. If any Costs payable to ABS&P are subject to withholding taxes, the Client shall withhold and remit such amounts to the applicable taxing authority, unless ABS&P provides Client with an exemption or waiver certificate. The Client agrees to provide ABS&P with written confirmation of any such withholding and remittance. Costs due to ABS&P from the Client may be deferred, or waived by the written consent of ABS&P. 23. Generally, for our services deliverables as a law firm, we will charge our services to our Clients at a fixed price for the relevant task, or assignment. 24. This is not an advance payment for services, rather it is the purchase of a time slot for the services. This means that of the time available to service our Clients, a Client will have purchased a time slot for the work we will deliver for the Client. This cost does not include disbursements. 25. Should any work we agree to do Clients become more involved or complicated than expected, we shall discuss this with the relevant Client and agree any additional costs as necessary. Pro Bono / Thrive Fund Grants 25.1. Where a Client’s costs have been discounted through grants from the Pro Bono /Thrive Funds, and the EOLS or similar engagement for services is terminated as a result of a Client-initiated event, ABS&P may, at its sole discretion, require repayment in full of any such grant or grants. Instalment Payments 25.2 If our services are delivered on a capped cost /fixed price basis and an instalment payment plan is in place in respect to them, termination of the services for any reason, renders those costs, in the event of any balance being due, to be payable in full immediately. Fiduciary/ Trust Accounting 26. Generally, our policy is not to hold our Clients’ money on deposit. However, where Clients request us to hold money for them on deposit and we agree to do so, the money deposited (at their cost) shall be held in a special account designated as our “Client Fiduciary Account”. 27. The funds (“Trust Funds”) deposited in this account shall only be accessed with the Client's written permission. 28. Upon the completion of the service for which the funds were deposited, any surplus shall be returned to the Client. 29. Our Clients agree that we are allowed to charge reasonable expenses incurred for the management of their Trust Funds (including bank charges) and waive any right to any relevant interest payments. 30. Clients shall be entitled to a summary account, upon their written request, in regard to the money we hold for them as Trust Funds. Additional Agreements 31. Although our EOLS and similar agreements for services shall provide for the performance of only the work set forth and described in them, any other additional work Clients request us to perform for them on their matter or any other matter in the future shall be governed by those agreements (as may be from time to time amended by written Schedules) unless we make a separate specific written agreement with a Client. Operating Engagement Protocols 32. When our Clients or Service Providers sign or accept through performance (including payment of any amounts due upon engagement as outlined in the relevant agreement), they are deemed to fully accept the terms and conditions of the applicable agreement for services (e.g., EOLS or other service agreements). In the case of legal services provided by us, they also agree to be represented by us. 33. Our Clients agree that they will not to discuss their engagement with us with any investigator, agent, detective or any other person and confirm that they shall direct anyone who contacts them about their engagement with us to us. They further confirm that during the course of our engagement, other than with our written knowledge and our consent, they will not communicate with opposing parties or their counsel and shall not attempt to negotiate or settle their matter. 34. Any contact or attempted contact by any investigator or any other person or party must be reported to our President immediately. 35. How we will act for Clients and the applicable services limits will be clarified in writing each time we agree services /deliverables with the Client via our EOLS our similar agreement for services. Our costs will also be specified at the time. 36. Any breach of these Operating Engagement Protocols is a serious breach which at ABS&P's option may result in the immediate termination of the relevant agreement. Conflicts of Interest 37. We and any of our associates our Clients authorise to be joined in the delivery of the services to them, may not act without the relevant Client's permission for other persons or entities whose interests are adverse to theirs or their affiliates’ in matters substantially related to our engagement with them. This adversity could relate to any kind of matter. For the avoidance of doubt and to promote maximum trust between us, we will endeavour to declare all possible conflict to our Clients whether, or not they may be substantially related to our engagement with them. 38. We agree, that we will not act adversely to a Client in any instance, where, as the result of our representation of them, we have obtained sensitive, proprietary, or confidential information about them of a non-public nature that could be used by any Client of ours to that Client's or their affiliates’ material disadvantage. 39. On the other hand, our Clients agree that we and our associates may have confidential information from other Clients that might interest them, but which we will not be able to share with them. 40. For purposes of any engagement, our Client is only the entity designated in our EOLS and similar service agreement and not its associates (e.g., the shareholders, parent, subsidiaries, directors, officers, or related companies of any entity, or association, or the partners of a partnership, or joint venture). 41. As such, we may represent another Client with interests contrary, or adverse to a Client's affiliates without the Client's consent. Clients agree to inform us straight away if the designated entity does business in any other name. Third Party Rights /Liabilities 42. Our engagement with a Client does not create for us any third party rights, or liabilities. Termination 43. Save that the President of ABS&P may, at his /her unilateral discretion and in writing, immediately terminate any agreement for services between ABS&P and any party without penalty of any kind where it is considered the continuation of the agreement is not in the operational interests of ABS&P, this GTC terminates in accordance with the termination terms and conditions specified in it (which have precedence) and in the EOLS and any other agreement ABS&P has entered into with a party or parties. This provision shall not apply to ABSP's Agreement between its shareholders which shall specify its own termination provisions. Professional Conduct and Ethics 44. All ABS&P's Members (this term is inclusive of: officers, directors, senior associates, shareholders, affiliates, independent contractors of any kind and all and any personnel, or entities that perform any services for ABS&P whether paid or not) are bound by its Rules of Professional Conduct & Ethics unless excepted by their bar association or any relevant court. 45. ABS&P and its lawyers are additionally subject to a wide range of laws and other rules that govern the delivery of their services in the jurisdictions in which they are authorised to deliver their services. These rules inform types of conduct or circumstances that require or allow us to withdraw from representing a Client. Accordingly, in addition to the other reasons given in this section, we may terminate our representation for any reason consistent with the applicable laws and rules for professional responsibility, behaviour and ethics. 46. We will always attempt to isolate in advance and discuss with our Client any situation that may lead to our termination and give them written notice of it. Artificial Intelligence (AI) Usage Policy Política de Uso de Inteligencia Artificial (IA) UK & EU ABSP International Law Firm – Ethical Innovation in Legal Practice ABSP International Law Firm utilises secure Artificial Intelligence (AI) technologies to assist our legal professionals with research, drafting, and document review. These tools support the delivery of efficient and cost-effective legal services while maintaining high standards of quality and accuracy. We may use AI tools to assist in the delivery of our legal services. Such tools are used for general research, drafting support, and to enhance efficiency. We do not input confidential or client-identifiable information into AI systems unless appropriate safeguards and confidentiality protections are in place. Any personal data processed through AI-supported tools is handled in compliance with the UK GDPR and EU GDPR, where applicable. AI is not used for decision-making without human oversight, and all outputs are reviewed by appropriately qualified legal professionals. If you have any questions or objections regarding our use of AI in your matter, please inform us at the outset of your engagement. In the absence of any such objection, we will proceed on the basis that you consent to our use of AI tools in accordance with this policy. We are committed to transparency and the responsible use of technology. If you wish to know more about how your data may be processed in connection with AI-assisted legal work, or to exercise your data protection rights, please contact our Data Protection Officer via our General Contact page. Costa Rica ABSP International Law Firm – Comprometidos con la Innovación Ética en el Ejercicio del Derecho ABSP International Law Firm utiliza tecnologías seguras de Inteligencia Artificial (IA) para asistir a sus profesionales legales en tareas de investigación, redacción y revisión documental. Estas herramientas permiten ofrecer servicios legales más eficientes y rentables, manteniendo altos estándares de calidad y precisión. Podemos utilizar herramientas de IA para apoyar la prestación de nuestros servicios legales. Dichas herramientas se emplean para investigación general, apoyo en la redacción y mejora de la eficiencia. No introducimos información confidencial ni datos que permitan identificar al cliente en sistemas de IA, salvo que existan salvaguardas adecuadas y garantías de confidencialidad. Cualquier dato personal tratado mediante herramientas asistidas por IA se gestiona en cumplimiento de la Ley N.º 8968 – Ley de Protección de la Persona frente al Tratamiento de sus Datos Personales, así como de la normativa aplicable y los lineamientos emitidos por la Agencia de Protección de Datos de los Habitantes (PRODHAB). La IA no se utiliza para la toma de decisiones sin supervisión humana, y todos los resultados son revisados por profesionales jurídicos cualificados. Si tiene alguna pregunta u objeción sobre el uso de IA en su asunto, le rogamos que nos lo comunique al inicio de la relación profesional. En ausencia de objeción, entenderemos que consiente el uso de herramientas de IA conforme a esta política. Estamos comprometidos con la transparencia y el uso responsable de la tecnología. Si desea más información sobre cómo se procesan sus datos en relación con el uso de IA o desea ejercer sus derechos de acceso, rectificación, supresión u oposición (ARCO), puede ponerse en contacto con nuestro responsable de protección de datos a través de nuestra página de contacto general.
AI Use Policy Update (5 April 2026) 46.1 We may use artificial intelligence (AI) tools to assist in the delivery of our legal services. Such tools are used for general research, drafting support, and to enhance efficiency. We do not input confidential or client-identifiable information into AI systems unless appropriate safeguards and confidentiality protections are in place. If you have any questions or objections regarding our use of AI in your matter, please inform us at the outset of your engagement. In the absence of any such objection, we will proceed on the basis that you consent to our use of AI tools in accordance with this policy. ABS&P Representations and Warranties 47. ABS&P hereby represents and warrants to the Client that:- (a) the services will be performed in a timely, professional and competent manner, with all due skill and care, and in accordance with applicable professional standards; (b) the services will conform with the requirements and specifications herein and in the applicable EOLS; (c) it has the authority and capacity to enter into this GTC and it is not subject to any restrictive covenant or other legal obligation which prohibits it from executing the services; (d) the services do not infringe the intellectual property rights of any other person and the Client shall have the right to the services without any restriction or obligation to any other person, except as may be agreed in writing between the Client and ABS&P; (e) ABS&P does not have any relationship with any third Party with whom the Client has contracted which would cause such a person to have a conflict of interest in relation to this GTC or in respect of the services. (f) should any such conflict of interest arise during the term of this GTC, ABS&P covenants and agrees to immediately notify the Client with a view to rectifying the matter to the Client’s satisfaction within a reasonable period. Client’s Obligation to Co-operate 48. Our Clients agree to fully co-operate with ABS&P for the delivery for the Deliverables. 49. Where such co-operation is not reasonably forthcoming in the unilateral assessment of ABS&P, it shall give a 3 days written notice to the Client of the matter which if not rectified by the Client to the satisfaction of ABS&P, shall enable ABS&P to deem the Services abandoned and terminated by the Client and immediately take steps to protect its exposure in that regard which may include (optional) written confirmation of the termination being sent to the Client and related parties. Indemnity 50. ABS&P hereby undertakes to indemnify, defend and hold harmless the Client and its directors, officers, employees, agents and other representatives from and against any and all losses, claims, demands, debts, actions, causes of actions, damages, penalties, interest, costs or expenses (including legal costs and disbursements) or liability of any kind whatsoever resulting from: (a) the negligent or wilful acts or omissions of ABS&P arising in connection with this GTC; (b) any and all breaches by ABS&P of any representations, warranties, covenants, terms or conditions of this GTC ; (c) any employee source deduction, employer contribution or other employer/employee obligation, including interest and penalties thereon, which the Client may be assessed or otherwise may incur under any federal, provincial or municipal law as a result of any government department or agency, authority or competent tribunal determining that ABS&P’s employees, staff, representatives or contractors are considered employees of the Client; and (d) any claim that the services infringe the intellectual property rights of any person. Non-Exclusivity 51. Subject to any conflict of interest, nothing in this GTC shall prohibit or restrict ABS&P from contracting with or being engaged in any capacity in promoting, undertaking, providing services to or in any way being involved with another person, firm or entity. 52. Nothing in this GTC shall prohibit or restrict a Client from contracting with or engaging in any capacity any person to provide services or perform work for the Client that are similar to or compete with the Services provided by ABS&P hereunder. Intellectual Property 53. Intellectual Property means all intellectual and industrial property assets and rights of the Client which include rights to inventions and patents for inventions, including reissues thereof and continuations in part, copyright, designs and industrial designs, trademarks, know-how, trade secrets and confidential information, and other proprietary rights. 54. ABS&P agrees that the Client shall be the exclusive owner of all Intellectual Property Rights howsoever created or developed by ABS&P, whether by it alone or jointly or with the contribution or assistance of others arising out of its engagement with the Client, including without limitation all Intellectual Property Rights in the Deliverables. 55. ABS&P further agrees that it has no rights in any such Intellectual Property Rights and hereby assigns to the Client all rights, title and interest that may accrue to ABS&P as a result of its engagement with the Client ABS&P hereby undertakes and agrees to waive all moral rights and droits de suite that ABS&P now or in the future may have to the Intellectual Property Rights. 56. ABS&P agrees all deliverables under the Services and other works created in full or in part by ABS&P may be maintained, changed, modified and/or adapted by the Client without the consent of ABS&P. Notwithstanding the foregoing, ABS&P and the Client may agree in writing that certain identified and designated Intellectual Property Rights will remain with ABS&P. 57. The Client acknowledges that ABS&P possesses knowledge and expertise relating to the subject matter of the services (“ABS&P Know-How”), which may include intellectual property rights in certain pre-existing tools and materials used by ABS&P in performing the services. 58. Nothing in this GTC is intended to transfer to the Client any rights in ABS&P Know-How, which shall remain the property of ABS&P. To the extent that any ABS&P Know-How is included in any Deliverables, ABS&P hereby grants to the Client a perpetual non-exclusive right and license to use and reproduce ABS&P Know-How to the extent reasonably necessary to exercise the Clients' rights in the Deliverables. Audit 59. ABS&P will keep records of the cost relating to the services and Deliverables, including all invoices, receipts and vouchers. Unless the Client has consented in writing to its disposal, ABS&P will keep all the information described in this section for six (6) years after either:- a) when ABS&P receives the final payment under this GTC , or b) until the settlement of all outstanding claims and disputes, whichever is later in time. During this time, ABS&P will make the records available for audit, inspection and examination by the representatives of the Client. Relationship 60. The Parties hereto expressly acknowledge and agree that the services to which this GTC relate shall be delivered by ABS&P or the Service Provider as independent contractors and that ABS&P’s Members are not employees of any Client of ABS&P. As such, neither ABS&P nor any of its Members shall have any right to any employee benefit, entitlement or advantage from a Client. Agency 61. This GTC does not create a partnership, joint venture or agency relationship between the Parties unless this is specifically provided for in writing. Reference 62. The Parties shall not make reference to each other in any promotional material without their prior written authorization. Security Policies 63. ABS&P acknowledges and agrees that it must meet and maintain any requisite government security screening requirements as may be determined as necessary by the Client from time to time. ABS&P further agrees that it will cause its employees and agents, including its Experts and Representatives, to take all necessary steps to meet such requirements. These requirements may involve verification of personal data, education/professional qualifications, employment history and other similar checks. ABS&P also agrees that it will comply with the Client's Mutual Respect and Internet/E-Mail Policy, which the Client shall provide on the request of ABS&P in advance of the execution of this GTC. 64. ABS&P further acknowledges its Clients ’ commitment to employment equity and diversity in its workforce and understands that the Client encourages applications from all qualified candidates, including women, native peoples, people with disabilities and visible minorities. ABS&P agrees to work together with the Client to support its employment equity program when building its team to deliver the services. Confidentiality Provisions 65. The following terms govern the use and protection of the Confidential Information which our Clients, Service Providers and ourselves may disclose to each other in respect to services, business relationship and other matters that either Party may deem confidential. 66. With regard to the foregoing, ABS&P, its Service Providers and Clients agree as follows:- "Confidential Information" means information of the Owner which relates to the business purposes of our EOLS, including the Owner’s business processes, methods, Client relationships, technical practice and processes, information and data, which, although not related to the subject matter of our EOLS is nevertheless disclosed as a result of discussions by and between the Parties hereto, and which in any case, is disclosed by Owner or its affiliate in verbal, documentary or other tangible form bearing an appropriate legend indicating its confidential or proprietary nature (or which by its nature and content, would be considered confidential in the marketplace of the Parties) or which, if initially disclosed orally or visually is identified as confidential at the time of disclosure and a written summary thereof, also marked with such a legend, is provided to the Recipient within fifteen (15) days of the initial disclosure. 67. Under no circumstances, unless this is required by law, is the Recipient or their affiliates to reveal any such confidential information to any individual or entity without prior consent from the Owner. Exception. 68. Restrictions on use and disclosure of Confidential Information shall not apply to the following: (a) information that is in the possession or control of the Recipient at the time of its disclosure, (b) information that is, or becomes, publicly known through no wrongful act of Recipient; (c) information that is received by Recipient from an unconnected third party, or: (d) information that is independently developed by Recipient, or (e) Information that is required to be disclosed by the lawful order of a court. Ownership and Use 69. Confidential Information disclosed (including information in computer software or held in electronic storage media) shall be and remain the property of Owner. All such information in tangible form shall be returned to Owner promptly upon written request and shall not thereafter be retained in any form by Recipient, except that one (1) copy may be made and retained solely for monitoring continued compliance with this Notice. No licenses or rights under any patent, copyright, trademark or business documents are granted or are to be implied in our EOLS. Liability for Reliance and Use of Confidential Information 70. Owner shall have no liability or responsibility to Recipient for errors or omissions committed by Recipient, or any business decisions made by Recipient, in reliance upon any Confidential Information disclosed under our EOLS. Term 71. Notwithstanding any provision or any agreements to the contrary, all obligations regarding the safeguarding and non-disclosure of Confidential Information hereunder shall survive indefinitely for ABS&P and in respect to ABS&P's Client, for a period of three (3) years from the date of the signing of our EOLS or any agreement for services. Affiliate 72. For purposes of this GTC, the term "affiliate" shall include any person or entity controlling, controlled by, or under common control of the Client, or ABS&P. Covenant not to Circumvent 73. The Parties hereto hereby covenant and agree not to circumvent, or deprive, or frustrate either in respect to an opportunity they or any and all of their associates or assigns have identified as an opportunity/Client that they intend to engage. 74. The Parties hereto further agree (unless this is permitted by law) not to use disclosed Confidential Information or disclosed proprietary information for the purpose of circumventing each other, or entering into individual contracts with any Clients/customers or contacts that each Party has brought to the other Party. 75. This understanding shall survive the termination of this Notice and remain in full force and effect for a period of three (3) years (unless it is provided otherwise by law) from the signing of any agreement with us including our EOLS. Notices 76. All notices and communications hereunder to ABS&P shall be in writing (includes email and other electronic forms) and shall be either (a) delivered personally (includes delivery by courier), or (b) transmitted by the e-mail address provided upon request through our Contact Form. 77. All notices and communications hereunder to the Client shall be in writing and shall be either (a) delivered personally (includes delivery by courier), (b) transmitted by e-mail to the e-mail address provided by the Client in writing. Notices delivered personally or transmitted by e-mail shall be deemed to have been received when delivered. 78. The notices set out herein shall be binding on any successor organization of the Parties where the Parties, or their management retain control or controlling interest in the successor organization, notwithstanding any consolidation, purchase, reorganization, or spin-offs. Severability 79. Any provision of this GTC that is prohibited or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of that prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of that provision in any other jurisdiction. Complete Agreement 80. This GTC and its attendant relevant EOLS or similar agreement for services, constitute the entire agreement between the Parties for services and supersedes all communications between them unless specifically agreed in writing by mutual consent which may include, but are not limited to: negotiations, understandings, agreements, representations, verbal or written with respect to any matter referred to in this GTC and any Non Disclosure/ Non Circumvention Agreements that may have been executed between the Parties which concern the subject matters of this GTC. a) The individual obligations in this GTC are severable. Should any specific section or provision be found unenforceable for any reason, the remainder shall still be binding and effective. All obligations and duties a Client has agreed to herein shall survive the termination of this Agreement or the relationship created hereunder. Amendment of GTC & Privacy Policy 81. ABS&P reserved the option to amend its GTC and Privacy policy to comply with obligations upon it by law as well as for the maintenance of its operational efficiency. 82. Such amendments shall be noticed to ABS&P's clients and relevant third parties as follows:- a) notice of any amendment to the GTC and /or Privacy Policy shall be given to the Client and any relevant parties by email immediately the amendment is effected by ABS&P. b) Should ABS&P not receive any objection to its notice of amendment within 10 business days, the amendment/s duly notified shall be deemed by ABS&P to have been accepted by the notified parties. Assignment 83. Neither Party may assign its rights under this GTC without the prior written consent of the other Party hereto, and any attempt to do so shall be a breach of this GTC and shall be void. Governing Law and Attornment 84. It is the intention of the Parties to this GTC that this GTC shall be construed in accordance with and governed by the laws and courts of Costa Rica. Language & Validity of GTC 85. The Parties engaging with ABS&P for services accept that this GTC is drawn up in English and is applied electronically and that any references in it to ‘writing’, or ‘written’ in it shall include electronic communication. 86. Furthermore, our Clients and Service Providers agree that this GTC is deemed accepted by them upon their signing of any agreement with ABS&P. Clients' / Services Providers' Declaration 87. Our Clients and Service Providers confirm that they acknowledge and agree that prior to entering into any agreement for services with us, they have read and understand the terms of our representation as set forth in this GTC. 88. Our Clients hereby acknowledge that they understand that our firm and our lawyers and any other of our personnel cannot represent them without their agreement with the terms and conditions of this GTC and that by a Client's signing of our EOLS or similar agreement for services to or from us, confirms their full acceptance of the GTC’s terms and conditions. 89. Where a Client or Service Provider accepts any deliverables or benefits as set out in our EOLS or similar agreement for services but fails to sign the EOLS or similar agreement for services, they shall be deemed to have accepted their terms “by performance”. 90. Our Clients /Service Providers agree that they have been given the opportunity to consult with and retain independent counsel to assist and advise them about signing any Agreement us which is bound by this GTC and our EOLS. In addition, by signing our EOLS or any agreement for services with us, they agree to be bound by the GTC terms and conditions which were in effect at the date and time of their signing them. ABS&P (electronic signature) Schedule of Updates 6th April 2026 - insertion of paras 25.1 and 25.2 - payment due on termination in respect to instalment plans and Thrive Fund /pro bono payments. 5th April 2026 - Insertion of para 46.1 - AI Use Policy (Update). . 15th March 2026 - ABS&P’s decision for the insertion of a new Section 25.1 for the refund of grants paid upon EOLS termination. . a) 11th August 2025 (administrative correction for inclusion of Service Providers): Art. 32:When our Clients or Service Providers sign or accept through performance (including payment of any amounts due upon engagement as outlined in the relevant agreement), they are deemed to fully accept the terms and conditions of the applicable agreement for services (e.g., EOLS or other service agreements). In the case of legal services provided by us, they also agree to be represented by us. . b) Administrative adding of links and correction of formatting and typing errors. . c) Art.89: Administratively corrected to include Service Providers. . 28th July 2023, to update the scope of ABS&P's services, confidentiality matters, amendments to GTC, dispute resolution provisions, implications of ABS&P's Rules of Professional Conduct & Ethics. . 27th June 2023, to clarify the corporate structure of ABS&P. . 8th August 2023, to extend the provisions of the GTC to any kind of agreement for services to or from ABS&P. . 23rd September 2022. ABS&P to operate as an Not-For=Profit; update to termination provisions; change to application of GTC. . 29th October 2023, to clarify the process of amendments to the GTC /Privacy Policy. . 23.8.2024, to number and tidy-up the presentation of the GTC. . 27.9.2024, grammatical errors corrected - Art. 89: “However, where (repeated word - where- deleted) a Client accepts any deliverables set out in our EOLS or similar agreement for services but fails to sign the EOLS or similar agreement for services, they shall be deemed to have accepted their (“f” replaced by “t” in “their”) terms “by performance”. . 23.01.2025. Art 49 amended for clarity to read: “ Where such co-operation is not reasonably forthcoming in the unilateral assessment of ABS&P, it shall give a 3 days written notice to the Client of the matter which if not rectified by the Client to the satisfaction of ABS&P, shall enable ABS&P to deem the Services abandoned and terminated by the Client and immediately take steps to protect its exposure in that regard which may include (optional) written confirmation of the termination being sent to the Client and related parties”. 21st July 2025 - Arts. 32 and 33 32 clarified: 32. When our Clients sign or accept by performance all or any of the services set forth in our EOLS or similar agreement for services, upon payment of the costs due as set out in the EOLS or relevant agreement, they are deemed to fully accept the EOLS or similar agreement for services in full and agree to be represented by us. 33. Our Clients agree that they will not to discuss their engagement with us with any investigator, agent, detective or any other person and confirm that they shall direct anyone who contacts them about their engagement with us to us. They further confirm that during the course of our engagement, other than with our written knowledge and our consent, they will not communicate with opposing parties or their counsel and shall not attempt to negotiate or settle their matter. SCHEDULE OF AMENDMENTS June 6th 2026 - Amendment to Art 1 (“These General Terms and Conditions (“GTC”) as supplemented by our Engagement Offer Letter for Services (“EOLS”), Privacy Policy and /or similar or related agreements for services govern the relationship between us and our Clients and Service Providers”), to clarify that our Client Onboarding and AML Policies are included in the GTC.___________________________________________________________________________________________
1. DATA PRIVACY AND ANTI-MONEYLAUNDERING POLICY ("DP-AML") 1. This document presents the DP-AML policy of ABS&P International Law Firm (“ABS&P”). This policy declares that during its business operations, ABS&P shall endeavour to protect the data privacy of its customers and others they interact with in accordance with law and to prohibit and actively prevent money laundering and any activity that facilitates money laundering or the funding of terrorist or criminal activities by complying with as far as possible with all applicable requirements in the relevant jurisdictions for themselves and its Associates. These DP-AML policies, procedures and internal controls are designed to ensure compliance with all relevant an applicable compliance regulations concerning money laundering and other criminal activities and data privacy and will be reviewed and updated on a regular basis to ensure appropriate policies, procedures and internal controls are in place to account for changes in the applicable regulations. 2. DP-AML Compliance Officer’s Designation and Duties ABS&P has designated its President as its Data Privacy & Anti-Money Laundering Policy Compliance Officer (DP-AML Compliance Officer), with full responsibility to act in respect to this DP-AML policy. ABS&P’s DP-AML Compliance Officer will be qualified to undertake their duties by virtue of professional training in DP-AML procedures and/ or will have been qualified by experience, knowledge. The duties of the DP-AML Compliance Officer will include monitoring ABS&P’s compliance with DP-AML obligations as well as overseeing communication and training for its employed and business partners (where appropriate). The DP-AML Compliance Officer shall also ensure that ABS&P keeps and maintains all of the required DP-AML records and will ensure that Suspicious Activity Reports (SAF’s) are filed with all relevant Financial Crimes Enforcement Networks (FinCEN) when appropriate. The DP-AML Compliance Officer is vested with full responsibility and authority to enforce this DP-AML policy. ABS&P will provide its bank and all/ any relevant associated institutional financier/s with contact information for its DP-AML Compliance Officer, including: (1) name; (2) title; (3) mailing address; (4) email address; (5) telephone number; and (6) facsimile number upon its request. ABS&P will promptly notify its bank and relevant associated institutional financiers with any change in this information and will review, and if necessary update, this information within 17 business days after the end of each calendar year. The annual review of this DP-AML Program will be conducted by the President of ABS&P with all necessary updates being provided no later than 17 business days following the end of each calendar year. In addition, if there is any change to the information, they will update the information promptly, but in any event not later than 30 days following the change. 3. Giving DP-AML Information to Relevant Law Enforcement Agencies and Other Financial Institutions ABS&P shall co-operate with and respond to all requests from DP-AML Regulated Firms, relevant Law Enforcement Agencies and Authorised Individuals concerning data privacy and engagements with its customers and relevant transactions where this is supported by evidence that DP-AML laws and regulations in any jurisdiction may have been breached. This co-operation shall include providing the information required in the time limit specified by the requester. 4. Voluntary Information Sharing With Other Financial Institutions ABS&P will share information with other financial institutions regarding individuals, entities, organizations and countries for purposes of identifying and, where appropriate, reporting activities that its suspects may involve possible terrorist activity or money laundering and/ or breaches of any relevant data privacy laws. ABS&P shall employ strict procedures both to ensure that only relevant information is shared and to protect the security and confidentiality of this information, for example, by segregating them from its other books and records. ABS&P shall also employ procedures to ensure that any information received from another financial institution will not be used for any purpose other than: • satisfying in full its data privacy obligations to data privacy subjects; • identifying and, where appropriate, reporting on money laundering or terrorist activities; • determining whether to establish or maintain an account, or to engage in a transaction; or • assisting the financial institution in complying with performing such activities. 5. KYC/ KYB - Required Customer Information Prior to delivering the services requested of them ABS&P shall collect the following information in respect to any person, entity or organization whose name is on the application document to ABS&P:- (1) the full name of all individuals concerned with the application and its date of birth (for individuals); (2) an address, which will be a residential or business street address (for an individual), an Army Post Office (APO) or Fleet Post Office (FPO) box number, or residential or business street address of next of kin or another contact individual (for an individual who does not have a residential or business street address), or a principal place of business, local office, or other physical location (for a person other than an individual); and an identification document number (e,g, passport) (3) where the applicant is a legal entity, ABS&P will procure information from its agents that identifies its owners/ directors and the firm in a public registry. If a potential or existing customer either refuses to provide the information described above when requested, or appears to have intentionally provided misleading information, ABS&P will not engage with them and if this occurs after engagement, after considering the risks involved, shall terminate the existing engagement agreement. In either case, its DP-AML Compliance Officers will be notified so that ABS&P can determine whether they should report the situation to relevant institutions. All relevant ABS&P subsidiaries, committees or divisions shall use theirs best endeavours to collect and deal with the data in full compliance with GDPR and/or other relevant data privacy regulations. 6. Verifying Information Based on the risk, and to the extent reasonable and practicable, ABS&P will ensure that it has reasonable belief that it knows the true identity of its customers by using risk-based procedures to verify and document the accuracy of the information they get about its customers. Its DP-AML Compliance Officer will analyse the information obtained to determine whether the information is sufficient to form a reasonable belief that ABS&P knows the true identity of the customer (e.g., whether the information is logical or contains inconsistencies). ABS&P shall verify its customers' identities through documentary means, non-documentary means or both. ABS&P will use documents to verify customer identity when appropriate documents are available. In light of the increased instances of identity fraud. It will will supplement the use of documentary evidence by using the non-documentary means described below whenever necessary. Non-documentary means may also be used if it is still uncertain about whether it knows the true identity of the customer. In verifying the information, ABS&P will consider whether the identifying information that is received, such as the customer’s name, street address, post/ zip code, telephone number (if provided), date of birth and Social Security number, allows it to determine that it has reasonable belief that it knows the true identity of the customer (e.g., whether the information is logical or contains inconsistencies). 7. Appropriate documents for verifying the identity of customers include the following: For an individual: an unexpired government-issued identification evidencing nationality or residence and bearing a photograph or similar safeguard, such as a driver’s license or passport; and for a person other than an individual: documents showing the existence of the entity, such as certified articles of incorporation, a government-issued business license, a partnership agreement or a trust instrument. ABS&P appreciates that it is not required to take steps to determine whether the document that the customer has provided to them for identity verification has been validly issued and that it may rely on a government-issued identification as verification of a customer’s identity. If, however, if ABS&P finds that the document shows some obvious form of fraud, it must consider that factor in determining whether it can form a reasonable belief that it knows the customer’s true identity. ABS&P will use the following non-documentary methods of verifying identity: 1. Independently verifying the customer’s identity through the comparison of information provided by the customer with information obtained from a consumer reporting agency, public database or other such sites. 2. Checking references with other financial institutions; or 3. Obtaining a financial statement. ABS&P will use non-documentary methods of verification when: 1. The customer is unable to present an unexpired government-issued identification document with a photograph or other similar safeguard; 2. Where ABS&P is unfamiliar with the documents the customer presents for identification verification; 3. The customer and ABS&P do not have face-to-face contact; and 4. There are other circumstances that increase the risk that ABS&P will be unable to verify the true identity of the customer through documentary means. ABS&P shall verify the information within a reasonable time before or after they engage with the customer. Depending on the nature of the engagement and facilities/services requested, it may refuse to deliver a facility/ service before it has verified the information, or in some instances when more time is needed, it may, pending verification, restrict the types of facilities/ services requested. If it finds suspicious information that indicates possible money laundering, terrorist investment activity, or other suspicious activity, ABS&P will, after internal consultation with its DP-AML Compliance Officer, file a report in accordance with applicable laws and regulations. ABS&P recognises that the risk that it may not know the customer’s true identity may be heightened for certain types of customer engagement such as applications for facilities/ services in the name of a corporation, partnership or trust that is created or conducts substantial business in a jurisdiction that has been designated by relevant international regulatory agencies (e.g., IMF) as a primary money laundering jurisdiction, a terrorist concern, or has been designated as a non-cooperative country or territory. ABS&P shall identify customers that pose a heightened risk of not being properly identified. It will also take such additional measures that it may deem necessary to obtain information about the identity of the individuals associated with the customer when standard documentary methods prove to be insufficient. 8. Records Keeping Without prejudice to other privacy regulations as well as AML rules and regulations that may apply, the general policy of ABS&P is never to retain any personal records of those it has any kind of interaction with unless there is a strict legal obligation upon it to do so. 9. Notice to Customers ABS&P will provide notice to customers when they are requesting information from it for its DP-AML compliance obligations and that the information collected will be processed in accordance with such compliance obligations. 10. General Customer Due Diligence It is important for DP-AML reporting that ABS&P has sufficient information about each customer to allow it to evaluate the risk presented by that customer and to detect and report suspicious activity. When ABS&P engages with a customer, the due diligence that it performs may be in addition to customer information obtained for purposes of its providing facilities/ services for the customer. 11. DP-AML Record-keeping The relevant ABS&P DP-AML Compliance Officer will be responsible for ensuring that DP-AML records are maintained properly and all relevant reports, disclosures and adjustments to them are filed as required in compliance with all relevant legal obligations upon them. The overall policy of ABS&P is to endeavour not to retain its customers' data unless this is required by law. 12. Training Programs ABS&P will develop ongoing employee/ solutions partners training under the leadership of its DP-AML Compliance Officer. The training will occur on at least an annual basis and will be regularly updated to reflect any new developments in the law concerning DP-AML. The training will include, at a minimum: (1) how to identify red flags and signs of money laundering that arise during the course of its employees’ duties; (2) what to do once the risk is identified (including how, when and to whom to escalate unusual customer activity or other red flags for analysis and, where appropriate, the filing of suspicious activity reports, etc.).; (3) what employees'/ business partners roles are in ABS&P's compliance efforts and how to perform them; (4) data privacy and records retention policy; and (5) the disciplinary consequences (including civil and criminal penalties) for non-compliance with any relevant data privacy regulations. ABS&P will develop its own DP-AML training program, or contract for its delivery. Delivery of the training may include educational pamphlets, videos, intranet systems, in-person lectures and explanatory memos. ABS&P will maintain records to show the persons trained, the dates of training and the subject matter of its training. 13. Confidential Reporting of DP-AML Non-Compliance ABS&P Members (any person or entity which has a service provider relationship with ABS&P) shall promptly report any potential violations of this DP-AML compliance program to the DP-AML Compliance Officer, unless the violations implicate the DP-AML Compliance Officer, in which case the employee shall report the matter to the Board of ABS&P via its Resident Agent. Such reports shall be confidential, and the reporter will suffer no retaliation for making them. 14. Cookies Policy This Cookies Policy explains what Cookies are and how we use them. You should read this policy to understand what type of cookies we use, or the information we collect using Cookies and how that information is used. Cookies do not typically contain any information that personally identifies a user, but personal information that we store about you which may be linked to the information stored in and obtained from Cookies. Information on how we use, store and keep your personal data secure is in our Privacy Policy. We do not store sensitive personal information, such as mailing addresses, account passwords, etc. in the Cookies We use. Interpretations & Definitions The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural. Definitions For the purposes of this Cookies Policy: • Company (referred to as either "the Company", "We", "Us" or "Our" in this Cookies Policy) refers to Alexander Byrne Sidhu & Partners SA, Forum 1, Edificio E, Piso 1 (RE&B), Santa Ana, San Jose, Costa Rica. • Cookies means small files that are placed on Your computer, mobile device or any other device by a website, containing details of your browsing history on that website among its many uses. • Website refers to ABS&P International Law Firm, accessible from https://www.abspinternationallawfirm.com. • “You” means the individual accessing or using the Website, or a company, or any legal entity on behalf of which such individual is accessing or using the Website, as applicable. Types of Cookies we use Cookies can be "Persistent" or "Session" Cookies. Persistent Cookies remain on your personal computer or mobile device when You go offline, while Session Cookies are deleted as soon as You close your web browser. We use both session and persistent Cookies for the purposes set out below: - • Necessary / Essential Cookies • Type: Session Cookies • Administered by: Us. Purpose: These Cookies are essential to provide You with services available through the Website and to enable You to use some of its features. They help to authenticate users and prevent fraudulent use of user accounts. Without these Cookies, the services that You have asked for cannot be provided, and We only use these Cookies to provide You with those services. • Functionality Cookies • Type: Persistent Cookies • Administered by: Us Purpose: These Cookies allow us to remember choices You make when You use the Website, such as remembering your login details or language preference. The purpose of these Cookies is to provide You with a more personal experience and to avoid You having to re-enter your preferences every time You use the Website. Your Choices Regarding Cookies If you prefer to avoid the use of Cookies on our Website, you must first disable the use of Cookies in your browser and then delete the Cookies saved in your browser associated with our website. You may use this option for preventing the use of Cookies at any time. If you do not accept Our Cookies, You may experience some inconvenience in your use of our Website and some features may not function properly. If you would like to delete Cookies or instruct your web browser to delete or refuse them, please visit the help pages of your web browser. For the Chrome web browser, please visit this page from Google: https://support.google.com/accounts/answer/32050. For the Internet Explorer web browser, please visit this page from Microsoft: http://support.microsoft.com/kb/278835. For the Firefox web browser, please visit this page from Mozilla: https://support.mozilla.org/en-US/kb/delete-cookies-remove-info-websites-stored. For the Safari web browser, please visit this page from Apple: https://support.apple.com/guide/safari/manage-cookies-and-website-data-sfri11471/mac. For any other web browser, please visit your web browser's official web pages. Contact Us If you have any questions about our Cookies Policy, You can use our our website’s contact form to get in touch. 15. Board Approval ABS&P’s Board has approved this DP-AML compliance program as reasonably designed to achieve and monitor its respective ongoing compliance with the requirements of all legal obligations upon it and its Members in relation to their applicable DP-AML obligations. Updated: 29th October 2023.____________________________________________________________________________________________
2) Artificial Intelligence (AI) Usage Policy Política de Uso de Inteligencia Artificial (IA) UK & EU ABSP International Law Firm – Ethical Innovation in Legal Practice ABSP International Law Firm utilises secure Artificial Intelligence (AI) technologies to assist our legal professionals with research, drafting, and document review. These tools support the delivery of efficient and cost-effective legal services while maintaining high standards of quality and accuracy. We may use AI tools to assist in the delivery of our legal services. Such tools are used for general research, drafting support, and to enhance efficiency. We do not input confidential or client-identifiable information into AI systems unless appropriate safeguards and confidentiality protections are in place. Any personal data processed through AI-supported tools is handled in compliance with the UK GDPR and EU GDPR, where applicable. AI is not used for decision-making without human oversight, and all outputs are reviewed by appropriately qualified legal professionals. If you have any questions or objections regarding our use of AI in your matter, please inform us at the outset of your engagement. In the absence of any such objection, we will proceed on the basis that you consent to our use of AI tools in accordance with this policy. We are committed to transparency and the responsible use of technology. If you wish to know more about how your data may be processed in connection with AI-assisted legal work, or to exercise your data protection rights, please contact our Data Protection Officer via our General Contact page. Costa Rica ABSP International Law Firm – Comprometidos con la Innovación Ética en el Ejercicio del Derecho ABSP International Law Firm utiliza tecnologías seguras de Inteligencia Artificial (IA) para asistir a sus profesionales legales en tareas de investigación, redacción y revisión documental. Estas herramientas permiten ofrecer servicios legales más eficientes y rentables, manteniendo altos estándares de calidad y precisión. Podemos utilizar herramientas de IA para apoyar la prestación de nuestros servicios legales. Dichas herramientas se emplean para investigación general, apoyo en la redacción y mejora de la eficiencia. No introducimos información confidencial ni datos que permitan identificar al cliente en sistemas de IA, salvo que existan salvaguardas adecuadas y garantías de confidencialidad. Cualquier dato personal tratado mediante herramientas asistidas por IA se gestiona en cumplimiento de la Ley N.º 8968 – Ley de Protección de la Persona frente al Tratamiento de sus Datos Personales, así como de la normativa aplicable y los lineamientos emitidos por la Agencia de Protección de Datos de los Habitantes (PRODHAB). La IA no se utiliza para la toma de decisiones sin supervisión humana, y todos los resultados son revisados por profesionales jurídicos cualificados. Si tiene alguna pregunta u objeción sobre el uso de IA en su asunto, le rogamos que nos lo comunique al inicio de la relación profesional. En ausencia de objeción, entenderemos que consiente el uso de herramientas de IA conforme a esta política. Estamos comprometidos con la transparencia y el uso responsable de la tecnología. Si desea más información sobre cómo se procesan sus datos en relación con el uso de IA o desea ejercer sus derechos de acceso, rectificación, supresión u oposición (ARCO), puede ponerse en contacto con nuestro responsable de protección de datos a través de nuestra página de contacto general.
_________________________________________________________________________________________
3) ABS&P’s Rules of Professional Conduct & Ethics 1. General Professional Conduct & Ethics a) These Rules, unless specifically waived in writing by ABS&P, apply to any person or entity who accepts and performs work for the Corporation, whether remunerated or not. b) In the event of any conflict between these Rules and an agreement between the Corporation and any person or entity, these Rules shall prevail unless expressly stated otherwise in writing by the President of ABS&P. c) All Corporation, Officers, and Contractors ("Members") must uphold the highest standards of professional conduct and courtesy in their dealings with each other, the public, and clients, whether in their discipline, or in any professional or business context. d) A breach of Rule 1 in general and especially Rule 1.c), will normally be treated as serious misconduct and may result in immediate suspension or termination of the Member’s relationship with the Corporation and/or legal action. Breaches are reported to or identified by the President of the Corporation, whose decision upon mandatory non-binding consultation with the Ethics Board (consisting of the Non-Executive Director, Policy & Ethics of ABS&P and the President of ICDRO), shall be final. Suspension may be for such period as may be decided by the President of ABS&P upon non-binding consultation with the Ethics Board. The decision of the President of ABS&P in all circumstances shall be final. Appeals may be heard by the Ethics Board, whose non-binding recommendations shall be heard by the President of ICDRO who shall consult with the President of ABS&P whose decision shall be final. e) When engaged on any Corporation assignment (including ad hoc or temporary matters), Members must not engage in any unlawful conduct or behaviour that a reasonable person would consider compromises the business or interests of the Corporation or its clients, especially concerning matters of confidentiality. 2. Confidentiality Policy a) "Confidential Information" refers to any business, technical, procedural, or client-related information disclosed to a Corporation Member (whether a shareholder, officer, affiliate, or contractor) that is proprietary to the Corporation. b) Recipients must not disclose Confidential Information to any third party without the Corporation’s prior written consent. c) The restrictions on disclosure do not apply to information that: i) Was in the Recipient’s possession before disclosure; ii) Becomes public through no fault of the Recipient; iii) Is disclosed by a third party legally entitled to do so; or iv) Is independently developed without reference to the Confidential Information. d) All tangible Confidential Information must be returned upon written request. One copy may be retained solely to monitor compliance. Retention is by the Corporation solely and shall be for a period of 6 years. A breach of Rule 2 will be considered serious and may attract such sanction as may be decided by the President of ABS&P at his/her unilateral discretion upon mandatory non-binding consultation with the Ethics Board. Appeals shall be heard by the Ethics Board whose decisions shall be persuasive but non-binding upon the President of ABS&P whose decision shall be final. e) No rights or licences are granted under any intellectual property rights by virtue of this Confidentiality Policy. f) The Corporation is not liable for any decisions made or actions taken by a Recipient in reliance on Confidential Information. g) All Confidential Information (including software or electronically stored data) remains the exclusive property of the Corporation. h) The confidentiality obligations shall survive for six (6) years (currently stated inconsistently as "three (6) years") from the date the Recipient becomes subject to them. i) "Affiliate" includes any person or entity controlling, controlled by, or under common control with the Corporation or the Recipient, including their clients. j) Recipients must not use Confidential Information to circumvent or interfere with the Corporation’s client relationships or business operations. k) The obligations in this Confidentiality Policy shall survive termination of the Member’s relationship with the Corporation for a period of six (6) years. 3. Public Speaking Engagements of Members a) When speaking publicly or publishing material that may involve the Corporation, Members must distinguish personal views from official views unless explicitly authorised by the President of ABS&P. Corporation resources may not be used for personal or political purposes. 4. Professional Conduct Obligations of Members a) Members must not undertake any assignment they are legally prohibited from performing, or which they cannot deliver to the highest professional standard. This is particularly relevant to services such as litigation support, mediation, arbitration, and professional consultancy. In cases of doubt, legal advice should be sought and/or consultation with the President of ABS&P is required. b) When working on Corporation assignments, Members must cooperate fully with the Corporation’s Officers /Directors, especially the President of ABS&P, and must not act in any way that could undermine client’s confidence in the Corporation. c) Members are expected to provide support to each other when possible and treat one another with respect and courtesy. d) Failure to comply with Rule 4(b) and (c) will be treated as a serious breach by the President of ABS&P and may be deemed a resignation event by the Member which will be activated by the President in consultation with the Member’s engagement terms. e) Members must comply with all applicable laws and ethical standards in the conduct of their services. The Corporation prohibits unlawful or unethical conduct, including bribery, improper payments, and dishonest dealings. f) Members’ conduct must exceed the minimum standards required by law and their own professional bodies. Legal uncertainties should be referred to the President of ABS&P. g) Members are expected to act professionally at all times. Unprofessional conduct including intoxication, gambling, swearing, or fighting, especially during or in connection with Corporation assignments, is strictly prohibited. h) Members must act honestly and in the Corporation’s best interests. They must not misuse their position or information for personal gain. i) Where a Member becomes aware of an actual or potential conflict of interest, they must immediately inform the President of ABS&P. j) Members are encouraged to support public, charitable, and civic causes, but must avoid conflicts of interest between such roles and their Corporation Membership. k) Upon termination of their Membership, Members must return all Corporation property, materials, and records. l) Members must notify the President of ABS&P confidentially of any bankruptcy, criminal charges, judgments, or creditor arrangements against them. m) Where a Member’s consent is required by the President for any administrative or other operation of ABS&P, and the Member fails to respond to a request or does not respond within the timeframe provided (which shall be reasonable having regard to the matter in hand) the Member shall be deemed to have given consent. 5. General Obligations of the Corporation to its Members The Corporation commits to: i) Treat all Members with courtesy and provide Pro Bono assistance for them, where feasible, in legal proceedings affecting them. ii) Create a professional and supportive environment encouraging collaboration and mutual respect. iii) Offer all Members the opportunity to apply for advancement within the Corporation, including as Officers /Senior Associates /Directors or in commercial activities. iv) Maintain the highest standards of professionalism and quality within the Corporation. 6. Communications Policy & Amendment to these Rules 6.1) The President of ABS&P shall be responsible for amending these Rules: a) Minor Changes – The President of ABS&P may amend these Rules unilaterally where changes are administrative or do not materially affect Members' obligations or the Corporation’s governance. b) Major Changes – Where changes substantially impact the Corporation’s operations, the President must consult Shareholders and Officers (including Senior Associate lawyer). Lack of response within the stated timeframe shall be deemed consent. c) If a unanimous decision is required but cannot be achieved, the matter shall be referred to the majority shareholder(s), whose decision shall be final subject to the Corporation’s Articles or Shareholders’ Agreement. May 14th 2021 For and on behalf of the Corporation Dr Andre Alexander, President Schedule of Amendments:- 27.6.2023: (a) General grammatical editing for coherence. 14.7.2023 and 15.7.2023: (a) Full incorporation of the effect of ABS&P's general Confidentiality Policy; b) Clarification on the effect of the Rules in the event of conflicts with the Corporation other Policies and Agreements; c) General minor changes to the presentation of the Rules for ease of reading. 14.7.2025: a) Minor renumbering of the Rules & grammatical corrections /typing mistakes. b) Rule 3 - clarification of the obligations of member in the field of public speaking as this affects ABS&P. c) Editing for coherence and consistency. 20.7.2025: a) Minor administrative edits to some of the non-financial management aspects of the Rules (in particular Rules 1 and 2) for clarity and coherence - effected by the President as permitted under ABS&P’s Shareholders’ Agreement. 27.7.2025: Art. 4. Professional Conduct Obligations of Members: A new paragraph (m) has been added - procedure when consent is required from a Member and is not received. 20.04.2026: The Managing Partner designation is corrected to “President”. Shareholders' Agreement - effect of the Rules These Rules are substantially represented as Schedule C in the Corporation's Shareholders’ Agreement.
4) ABS&P INTERNATIONAL LAW FIRM CLIENT ONBOARDING POLICIES Our Onboarding Policies (Parts A and B) are part of our General Terms and Conditions of Services (“GTC”). Part A) Vulnerable Client Policy and Capacity Assessment Protocol Version: 1.0 dated June 6th 2026 Owner: Compliance Officer for Legal Practice (COLP) Review Date: Annually or following any material change in applicable regulation. 1. Purpose This Policy establishes the procedures adopted by ABS&P International Law Firm ("the Firm") to identify, assess and appropriately support vulnerable clients whilst ensuring compliance with applicable international regulations which include the English Solicitors Regulation Authority ("SRA") Principles, the SRA Code of Conduct for Solicitors, RELs and RFLs, the Mental Capacity Act 2005, the Equality Act 2010 and other applicable professional obligations. The Firm recognises that vulnerability may be permanent, temporary or situational and that appropriate adjustments should be made to ensure that all clients are able to provide informed instructions whenever possible. 2. Scope This Policy applies to: all Partners; Consultants; Lawyers /Solicitors; Registered Foreign Lawyers (RFLs); Registered European Lawyers (where applicable); Trainee Solicitors; Paralegals; and all support staff involved in client engagement. 3. Definition of a Vulnerable Client A vulnerable client is any individual whose personal circumstances may reduce their ability to: understand legal advice; make informed decisions; communicate instructions freely; resist undue influence; protect their own interests. Vulnerability may arise from factors including (without limitation): age; physical disability; learning difficulties; mental illness; cognitive impairment; bereavement; domestic abuse; financial distress; trauma; addiction; language barriers; cultural or social isolation; immigration status; coercive or controlling relationships. The Firm recognises that vulnerability does not necessarily affect legal capacity. 4. General Principles The Firm shall: treat all clients with dignity and respect; avoid assumptions based upon age or disability; make reasonable adjustments wherever appropriate; communicate using language appropriate to the client's level of understanding; maintain confidentiality at all times; protect the client's autonomy; record all relevant decisions on the client file. 5. Capacity The Firm recognises that capacity is: decision-specific; time-specific; capable of fluctuation. It also recognises that capacity shall never be presumed absent solely because a client: is elderly; has a diagnosis of dementia; has a mental health condition; requires assistance from family members; experiences communication difficulties. Where doubt exists, fee earners shall make reasonable enquiries before accepting instructions from any third party. 6. Powers of Attorney Where instructions are received from a person claiming authority under a Power of Attorney ("Attorney"), the Firm shall not assume that the Attorney has authority to instruct the Firm in relation to the particular legal matter. Before accepting instructions, the Firm shall, where appropriate: obtain a copy of the relevant Power of Attorney; verify that it is valid and effective; determine whether it is registered where registration is required; determine the scope of the authority granted; confirm that the Attorney's authority extends to the specific legal matter under consideration; consider whether any limitations, conditions or restrictions apply; consider whether there is any actual or potential conflict of interest between the Attorney and the donor. Where the Firm considers it appropriate, lawful and practicable, it may communicate directly with the donor of the Power of Attorney for the purpose of: confirming instructions; assessing capacity; confirming that instructions genuinely reflect the donor's wishes; identifying any evidence of undue influence, coercion or conflict of interest. The existence of a Power of Attorney shall not prevent the Firm from undertaking such enquiries as it considers reasonably necessary to satisfy itself that: the Attorney possesses appropriate legal authority; the donor's interests are properly protected; there are no material conflicts of interest; professional obligations owed to the client have been satisfied. The Firm reserves the right to decline to accept instructions from an Attorney where it considers that authority has not been satisfactorily established or where concerns remain regarding capacity, undue influence or conflicts of interest. 7. Reasonable Adjustments Depending upon the client's circumstances, adjustments may include: additional meeting time; simplified written advice; plain English explanations; interpreters; translated documentation; remote meetings; support persons (with client consent); written summaries; staged decision making. 8. Confidentiality The Firm shall not disclose confidential information to family members, carers or Attorneys unless legally authorised or otherwise permitted by law. Where appropriate, the client's consent shall be obtained before discussing matters with third parties. 9. Escalation Where concerns arise regarding: capacity; undue influence; financial abuse; coercion; exploitation; conflicts of interest; the matter shall be referred to the supervising Partner or COLP before substantive instructions are accepted. 10. File Recording Fee earners should record: indicators of vulnerability; adjustments made; capacity considerations; documents reviewed; Power of Attorney verification; reasons for accepting or declining instructions; supervisory discussions; reasons for any departures from normal procedure. Appendix A Capacity Assessment Checklist Question Yes No Notes Have any indicators of vulnerability been identified? □ □ Has the client been interviewed personally where appropriate? □ □ Is the client able to understand the nature of the legal matter? □ □ Can the client retain information long enough to make a decision? □ □ Can the client weigh relevant information? □ □ Can the client communicate a clear decision? □ □ Are reasonable adjustments required? □ □ Is an interpreter required? □ □ Is there evidence of undue influence? □ □ Is anyone attempting to answer on behalf of the client? □ □ Has a Power of Attorney been produced? □ □ Has the Power of Attorney been reviewed? □ □ Does it confer authority for this matter? □ □ Has the identity of the Attorney been verified? □ □ Have potential conflicts between donor and Attorney been considered? □ □ Has direct communication with the donor been considered where lawful and practicable? □ □ Has the supervising Partner/COLP been consulted where appropriate? □ □ Is there sufficient evidence that the client (or lawful representative) can provide valid instructions? □ □ Appendix B Attorney Verification Checklist Before accepting instructions from an Attorney, fee earners should confirm: □ Identity verified. □ Certified copy of the Power of Attorney obtained. □ Registration confirmed (where required). □ Authority extends to this legal matter. □ No restrictions or conditions apply. □ No apparent conflict between donor and Attorney. □ No evidence of coercion or financial abuse. □ Direct communication with the donor considered where appropriate. □ Capacity concerns documented. □ Supervisory approval obtained if concerns remain. Appendix C Cross-Jurisdictional Compliance 1. International Practice ABS&P International Law Firm is established in the Republic of Costa Rica and provides legal and legal consultancy services to clients across multiple jurisdictions. Accordingly, matters involving vulnerable clients may be governed by one or more legal and regulatory regimes, including but not limited to: the laws of Costa Rica; the professional obligations applicable to any solicitor, Registered Foreign Lawyer (RFL), Registered European Lawyer (REL), or other regulated lawyer involved in the matter; the laws of the jurisdiction in which the client resides; the laws governing the transaction or dispute. 2. Governing Principle This Policy establishes the Firm's minimum internal standards. Where applicable legislation, court rules or professional regulations in any jurisdiction impose more stringent obligations, those obligations shall prevail to the extent of any inconsistency. Fee earners must seek guidance from the supervising Partner or the Compliance Officer for Legal Practice (COLP), or obtain local legal advice where appropriate, before proceeding if there is uncertainty regarding the applicable legal requirements. 3. Local Law Verification Where a vulnerable client is located outside Costa Rica, or where legal services are provided in relation to another jurisdiction, fee earners should consider whether local law addresses: legal capacity; powers of attorney; substituted decision-making; guardianship; elder abuse protections; mandatory reporting obligations; confidentiality exceptions; financial exploitation; anti-money laundering implications. Any material conclusions should be recorded on the client file. Appendix D Undue Influence and Financial Abuse Protocol Purpose The Firm recognises that a client may possess full legal capacity while nevertheless being subject to undue influence, coercion, manipulation or financial abuse. Accordingly, assessments of client capacity shall always be accompanied by consideration of whether the client's decisions are genuinely voluntary. Indicators of Undue Influence Fee earners should remain alert to circumstances including: another person insisting on speaking for the client; reluctance by the client to speak privately; inconsistent instructions; sudden changes to long-established legal or financial arrangements; unexplained transfers of assets; unusual urgency; obvious dependency upon another individual; intimidation or controlling behaviour; isolation from family or independent advisers; significant gifts or transfers benefiting a person accompanying the client; pressure to execute documents immediately; reluctance to permit the Firm to communicate directly with the client. No single indicator is determinative. Matters should be assessed holistically. Private Consultation Where practicable, the responsible fee earner should meet or communicate privately with the client before accepting substantive instructions. The purpose of the meeting is to establish: that instructions originate from the client; that the client understands the proposed transaction; that decisions are made voluntarily; that the client has sufficient opportunity to ask questions without external influence. Powers of Attorney The existence of a Power of Attorney does not remove the Firm's obligation to satisfy itself that the Attorney is acting properly and within the scope of the authority granted. Where concerns arise, the Firm may: verify the validity and extent of the Power of Attorney; communicate directly with the donor, where lawful and practicable; seek evidence that the donor's wishes are accurately represented; request independent evidence of capacity where appropriate; seek clarification from the Attorney; decline to act until concerns have been satisfactorily resolved. The Firm shall not assume that an Attorney is authorised to provide instructions merely because a Power of Attorney exists. The scope, validity and applicability of the authority must be independently verified. Financial Abuse Potential indicators include: unexplained transfers of funds; instructions inconsistent with the client's previous wishes; pressure to dispose of assets; unusual borrowing; repeated changes to beneficiaries; suspicious transactions involving family members, carers or advisers; refusal to allow the client to communicate independently; evidence that another person controls the client's finances without proper authority. Escalation Where concerns exist, fee earners should immediately notify the supervising Partner or COLP. Then the Firm may, where appropriate: suspend the acceptance of instructions; seek further documentary evidence; recommend that the client obtain independent advice; obtain medical or professional capacity evidence where appropriate; seek local legal advice where the matter involves another jurisdiction; decline to act if professional obligations cannot be satisfied. Record Keeping The client file should include: the concerns identified; observations made during meetings; adjustments implemented; copies of any Powers of Attorney reviewed; reasons for accepting or declining instructions; advice sought from supervisors or external advisers; any evidence supporting the conclusion that the client's instructions were given freely and voluntarily. Professional Judgement Nothing in this Protocol limits the Firm's professional discretion. Where any fee earner considers that accepting or continuing instructions may expose the client to exploitation, prejudice the administration of justice, or place the Firm in breach of its professional obligations, the Firm reserves the right to suspend, decline or terminate instructions in accordance with applicable law, professional rules and the terms of engagement. ___________________________________________________________ Part B) Matter Opening and Client Acceptance Policy Version: 1.0 dated June 6th 2026. Owner: Compliance Officer for Legal Practice (COLP) Review Date: Annually or following any material change in applicable regulation. 1. Purpose This Policy establishes the procedures governing the acceptance of new clients, new matters and new instructions by ABS&P International Law Firm ("the Firm"). The objective is to ensure that every matter accepted by the Firm has been appropriately assessed for legal, ethical, regulatory, financial and reputational risk before work commences. No fee earner may open a matter or provide substantive legal services until the requirements of this Policy have been satisfied, unless authorised by a Partner in exceptional circumstances. 2. Guiding Principles The Firm shall only accept instructions where it is satisfied that: it is legally entitled to act; the Firm possesses the appropriate expertise; no unacceptable conflicts exist; regulatory requirements have been satisfied; the client has authority to instruct; the proposed work is lawful; appropriate client due diligence has been completed; commercial terms have been agreed; the matter is consistent with the Firm's professional obligations and risk appetite. 3. Initial Matter Assessment Before opening any file, the responsible fee earner shall identify: the client; beneficial owners (where applicable); proposed legal work; relevant jurisdictions; governing law; opposing parties; source of referral; urgency; anticipated value of the matter; expected duration. 4. Client Identity and Authority Before instructions are accepted the Firm shall verify: identity; legal capacity; authority to instruct; corporate authority (where applicable); existence of any Power of Attorney; trustee authority; partnership authority; governmental approvals where required. Where instructions are provided under a Power of Attorney, the responsible fee earner shall comply with the Firm's Vulnerable Client Policy and independently verify: validity; scope; applicability; continuing effectiveness; absence of material conflicts. 5. Conflict Checking No matter shall be opened until conflict checks have been completed. The conflict review should include: current clients; former clients; related entities; affiliates; beneficial owners; directors; shareholders where appropriate; opposing parties; known witnesses if material. Where any actual or potential conflict exists, the matter shall immediately be referred to the supervising Partner or COLP. 6. Regulatory Due Diligence Before opening a file, consideration shall be given to: anti-money laundering obligations; sanctions compliance; anti-bribery legislation; terrorist financing risks; politically exposed persons (PEPs); source of funds; source of wealth where appropriate; suspicious activity indicators. The Firm reserves the right to request further documentation before accepting instructions. 7. Jurisdiction Assessment The responsible fee earner shall determine: which jurisdictions are involved; whether the Firm is authorised to advise; whether local counsel should be instructed; whether regulatory restrictions apply; whether foreign law advice is required. Cross-border matters should not proceed beyond preliminary advice until jurisdictional issues have been considered. 8. Capacity and Vulnerability Where the client may be vulnerable, the responsible fee earner shall complete the Client Capacity, Vulnerability and Undue Influence Risk Assessment Form before substantive work begins. Completion of that assessment is mandatory where any indicators of vulnerability are identified. 9. Scope of Retainer The responsible fee earner shall ensure that: the client understands the proposed services; work outside scope is identified; assumptions are documented; limitations are explained; engagement terms are agreed. 10. Fees and Funding Before opening a matter the Firm should establish: proposed fee structure; capped fees (if applicable); contingency or success fees (where legally permissible); disbursement responsibility; third-party funding; litigation funding; payment arrangements; client account requirements. No fee arrangement shall compromise the Firm's professional independence. 11. Engagement Letter Work should not ordinarily commence until: engagement letter issued; terms accepted; identity verification completed; regulatory checks completed; appropriate advance payment received where required. 12. Risk Assessment Each new matter should receive a preliminary risk classification. Low Risk Routine advisory work with no unusual regulatory issues. Medium Risk Cross-border matters, higher-value transactions, unfamiliar jurisdictions, complex ownership structures or matters involving vulnerable clients. High Risk Matters involving: politically exposed persons; sanctions issues; high-risk jurisdictions; substantial international transactions; complex trust or corporate structures; litigation with significant reputational implications; potential financial crime concerns; serious capacity or undue influence concerns. High-risk matters require Partner approval before acceptance. 13. Grounds for Declining Instructions The Firm may decline instructions where: conflicts cannot be resolved; client authority is uncertain; capacity concerns remain unresolved; identity cannot be verified; source of funds is unsatisfactory; professional independence may be compromised; instructions appear unlawful; there are concerns regarding fraud, coercion or financial abuse; jurisdictional competence cannot be established; acceptance would expose the Firm to unacceptable legal or reputational risk. 14. Matter Opening Checklist Before opening a file confirm: ☐ Client identified. ☐ Authority verified. ☐ Capacity considered. ☐ Vulnerability assessment completed (where required). ☐ Power of Attorney reviewed (if applicable). ☐ Conflicts cleared. ☐ AML/KYC completed. ☐ Sanctions screening completed. ☐ Source of funds reviewed. ☐ Jurisdiction assessed. ☐ Scope of retainer agreed. ☐ Fee arrangement approved. ☐ Engagement Letter issued. ☐ Risk classification allocated. ☐ Partner approval obtained (where required). ☐ Matter number allocated. ☐ Electronic and physical files created. 15. Ongoing Review Acceptance of a matter is a continuing obligation. If circumstances materially change, including new conflicts, changes in client capacity, evidence of undue influence, sanctions developments, regulatory concerns or changes to the scope of work, the responsible fee earner shall reassess whether the Firm should continue acting and shall refer the matter to the supervising Partner or COLP where appropriate. The Firm reserves the right to suspend or terminate instructions where continued representation would be inconsistent with applicable law, professional obligations or the Firm's risk management policies.