1.1 “Linos Winery” means Ktima H. Herodotou LTD, a Cyprus company and any of its subsidiaries, agents or associated companies throughout the world and all of its directors, officers, employees, agents, lawyers, consultants and successors in title.
1.2 “client” means the company, firm or person(s) who has requested Linos Winery to provide services or any other person or legal entity, who has agreed to pay for services and their respective heirs, personal representatives and assigns and shall in case of more than one person mean such persons jointly and severally.
1.3 “company” means any company or corporate body of whatever type established on behalf of client.
1.4 “services” means the services requested by client as contained in directory of services of Linos Winery specified in advertising material of Linos Winery and on its web site and any other service ordered/requested/accepted by the client.
1.5 “agreement” means terms and conditions of business, which effectively constitute a services contract between the client and Linos Winery.
Subject of the agreement and terms of payment
2.1 Linos Winery agrees to provide to the client professional services according to the directory of Linos Winery and/or according to specific request of client and the client agrees to pay these services according to invoices of Linos Winery. the client agrees to pay the fees charged by Linos Winery for its services, which shall include annually recurring fees.
2.2 All fees charged by Linos Winery to the client shall be in amounts indicated in the tariff or as specifically sent to the client by Linos Winery in the form of proforma invoice or price list. the fees are subject to change without any prior notice.
2.3 No refunds are given after an order for any of Linos Winery services is placed by the client. the fees are not refundable in the event that any order is rejected, not submitted or withdrawn by the applicant.
2.4 The client will give Linos Winery 30 days notice in writing of any cancelation of services.
2.5 Unless otherwise agreed between Linos Winery and the client, Linos Winery will issue an invoice to the client in which 100% of the fee will be payable in advance of any requested service. in case of failure in paying the invoice within 5 working days then Linos Winery will not take any responsibility and will not be liable for the possible changes or increase in the prices, prices are subject to change without any prior notice and therefore invoices, issued by Linos Winery, are subject to change if not paid on time. client will be liable to pay the total amount which applies on the date of payment.
2.6 In the event of non-payment within 30 days from the date of issuance of the invoice, Linos Winery reserves the right to withdraw all services and shall not be responsible for any cost, fees, duties or taxes owed by the client/company to any agent or government authority in any jurisdiction, any fines or fees incurred by the client as a result of such withdrawal, nor for any consequential loss or claim against the client/company by any other party arising due to non-payment. alternatively, Linos Winery may deduct such outstanding fees from any account or monies under the control of Linos Winery and belonging to the client or the company.
2.7. Linos Winery does not take responsibility to pay any government fees, filing fees, duties, taxes or registered agent’s fees on behalf of client/company, unless Linos Winery has received cleared funds into its bank account in settlement of any relevant invoice thereof.
2.8 Any other services provided on a time spent basis shall be quoted to the client in advance, however, where unexpected costs incur, the client will accept any amendments to the initial quote.
2.9 Where the client refuses to provide any information and/or documents, requested by Linos Winery, or in any other case refuses to proceed with any relevant services, ordered by Linos Winery, then no fee is refundable for any reason.
Provision of corporate and banking services
Where Linos Winery is providing directors and/or company secretary and/or nominee shareholders services for any client/company, then:
3.1 The client agrees to provide Linos Winery with whatever information Linos Winery may require about the background of the client and/or the dealings, activities and the business of the company.
3.2 The client confirms and guarantees that no instructions given to Linos Winery will require or involve any unlawful act or contain any falsehood and that all the information given to Linos Winery about the client and the company, is and will be accurate and that the client will keep Linos Winery adequately informed of any changes.
3.3 The officers/employees of Linos Winery will at all times be willing to consider and entertain written request and suggestions from the client/company. However, Linos Winery may in its absolute discretion refuse to comply with any instructions received from the client or any authorized representative, whether expressed or implied, if in its opinion such instructions or the implementation thereof would be dishonest, incorrect or contravene any applicable law or regulation.
3.4 Linos Winery shall not be responsible for the authenticity of any signature, instruction, or notice by the client or any authorized representative or be in any way liable for given effect to any forged signature, instruction, or notice purportedly given by the client or any authorized representative. Linos Winery shall be entitled but not bound to require that any notice, instruction, or signature be authenticated to its satisfaction.
3.5 The client/company will at all times indemnify and keep indemnified Linos Winery, its officers, employees and where the case exists, its nominee shareholders in any company, in respect of all actions, claims, demands, damages, losses and cost, made against or suffered or incurred by any of the Linos Winery aforementioned representatives in the exercise or purported exercise of their duties in relation to the company or clients instructions, except in the case of any personal dishonesty of the aforementioned officers and employees of Linos Winery.
3.6 When corporate services are provided by Linos Winery, any appointment or change thereof of a nominee director, secretary or shareholder will be at the absolute discretion of Linos Winery and, unless explicitly agreed otherwise, may be provided by a corporate or an individual director or shareholder.
3.7 It is always upon the exclusive discretion of the bank to approve or decline the account opening. Linos Winery will not be held responsible in cases where the bank declines an account, either corporate or personal account. The fees for the bank account opening are not refundable in cases of non-approval by the bank.
3.8 Each bank reserves the right to request for any additional information, fees or charges for its own services. any additional fee charged by the bank is separate and has nothing to do with Linos Winery.
Registered office address
4.1 where Linos Winery is providing registered office address facilities to or for the company, then the client/company will at no time make any reference to the registered office address either by advertisement or public announcement without prior written consent of Linos Winery.
4.2 Linos Winery reserves the right to withdraw from any client/company the use of its registered office address without giving any reason, and the client/company shall immediately transfer the registered office address to alternatives premises, irrespective of any fees paid in advance, which shall be forfeited by the client/company.
4.3 Where Linos Winery finds it necessary to relocate its offices, Linos Winery shall give notice to any client/company affected in advance. Linos Winery will not, however, be liable to any cost incurred by the client/company as a result thereof.
5.1 Linos Winery will accept instructions from any client/company only in writing. where a facsimile transmission or e-mail has been sent, or request was submitted via internet, neither, Linos Winery nor the client/company shall take for granted its receipt unless confirmed in writing only. Where the client comprises more than one individual (each a “client individual”), each client individual hereby agrees that each of the other client individuals may give instructions to Linos Winery in connection with the provision of services and that Linos Winery may consider such instructions to be proper client instructions unless Linos Winery receives prior written notice to the contrary from any one of the client individuals. Each client individual agrees that his or her liabilities and obligations under this agreement are joint and several, regardless of whether the client individuals act jointly or individually with respect to the company and regardless of whether the client individuals act jointly or individually with respect to the company and regardless of which of them gave any instructions.
5.2 Linos Winery shall keep confidential all documents, communications, and information attained from the client/company, unless prior written consent has been given by the client allowing the contrary. this confidentiality will not be applicable where:
a.) Linos Winery may be obligated by order of a competent court or authority to disclose evidence and information to courts or authorities in connection with the client’s or the company’s affairs. Where Linos Winery receives such a disclosure order, unless prohibited by law or by the terms of such order, Linos Winery shall promptly notify the client or the company of the same
b) if any demand is made or action taken by a third party against the company or any other circumstances arise in which in the opinion of Linos Winery it is necessary to take action regarding the affairs of the company in order to protect the best interests of the client, the company or Linos Winery, and if in such circumstances Linos Winery is unable to obtain clear, adequate and lawful instructions from the client, then Linos Winery shall be entitled to proceed in any reasonable way it deems appropriate for the given situation.
5.3 Linos Winery does not give legal advice and can only refer services according to its present best knowledge and practice regards to any services it offers. as it is the clients responsibility to seek expert legal advice, Linos Winery will not accept any liability to any client, company or third party for damages or losses to the aforementioned arising from the use of any of its services.
5.4 If Linos Winery in its discretion consider that for whatever reason it does not wish to continue to provide any or all of the services, it may resign by giving one month notice without being obliged to give any reason whatsoever.
6.1 This agreement shall be governed by and construed in accordance with the laws of Cyprus and in relation to any legal action or proceeding arising out of this agreement each of the parties irrevocably submits to the jurisdiction of the Cyprus courts.
We would like to inform you about the enforcement of the General Data Protection Regulation 2016/679 (GDPR) of the European Union (EU), which aims to enhance the protection of natural persons against the processing of personal data and the free circulation of such data. The New General Regulation shall replace the Directive 95/46/EU which was applied via law 138(I)/2001.
The GDPR comes into effect in Cyprus and the rest of the European Union Countries on 25th May 2018 and as a consequence we have developed and established our updated Data Protection Procedures to reflect the changes brought about by the GDPR and provide, amongst others, the following information:
What personal data we may collect or otherwise process about you,
Why do we need to collect or otherwise process your personal data and the lawfulness of our actions,
How we protect your personal data,
The third parties we may share your personal data with,
Your rights under the GDPR and how to exercise them.
All correspondence files and records (other than statutory corporate records) and all information and data held by us on our computers/servers are the sole property of ours and you shall have no right of access thereto or control there over, however you shall be free to request by written instructions, details of your personal information data held by us, you may demand the correction of any wrong or inaccurate information in our data records and ask for any copies of data maintained by us which you or any authorized representative of yours have furnished us with.
The maintenance, use storage, use etc. of personal data shall be kept by us to the extent and as long as the relevant law/s or any regulation/s provide. Should any law require the keeping and maintenance of certain date for a longer period of time we undertake to arbitrarily or on your request remove from our data system upon the lapse of the period provided by the GDPR, data relating to you which may be irrelevant or unnecessary for keeping for the purposes of compliance with any such law/s or regulation/s.
Any complaints you may have with regards to any violation of your rights under the GDPR may be lodged with the relevant supervisory authority.
If you should wish to have your name and address removed from our specific purposes mailing list, you should provide us with clear Instructions in this respect. However, in such a case we shall not be held liable and you hereby relieve us of any liability with respect to any information of essence which may not reach you.
We remain at your disposal for any clarification on the above, whilst we assure you that our firm is aiming to be duly compliant with the GDPR and other laws/regulations/directives in force.
Our Data Protection policy is available at our offices.
It is the policy of Ktima H. Herodotou LTD and its affiliates, (hereinafter “Linos Winery”) to prohibit and actively pursue the prevention of money laundering and any activity that facilitates money laundering or the funding of terrorist or criminal activities. Linos is committed to AML compliance in accordance with applicable laws of jurisdictions where Linos offers corporate and legal services. Linos requires its officers, employees and affiliates to adhere to these standards in preventing the use of its products and services for money laundering purposes.
For the purposes of the Policy, money laundering is generally defined as engaging in acts designed to conceal or disguise the true origins of criminally derived proceeds so that the unlawful proceeds appear to have been derived from legitimate origins or constitute legitimate assets.
Generally, money laundering occurs in three stages. Cash first enters the financial system at the “placement” stage, where the cash generated from criminal activities is converted into monetary instruments, such as money orders or traveler’s checks, or deposited into accounts at financial institutions. At the “layering” stage, the funds are transferred or moved into other accounts or other financial institutions to further separate the money from its criminal origin. At the “integration” stage, the funds are reintroduced into the economy and used to purchase legitimate assets or to fund other criminal activities or legitimate businesses. Terrorist financing may not involve the proceeds of criminal conduct, but rather an attempt to conceal the origin or intended use of the funds, which will later be used for criminal purposes.
Each employee of Linos whose duties are associated with the provision of products and services of Linos and who directly or indirectly deals with the clientele of Linos, is expected to know the requirements of the applicable laws and regulations which affect his or her job responsibilities, and it shall be the affirmative duty of such employee to carry out these responsibilities at all times in a manner that complies with the requirements of the relevant laws and regulations.
To ensure that this general policy is carried out, management of Linos has established and maintains an ongoing program for the purpose of assuring compliance with the relevant laws and regulations and the prevention of money laundering. This program seeks to coordinate the specific regulatory requirements throughout the group within a consolidated framework in order to effectively manage the group’s risk of exposure to money laundering and terrorist financing across all business units, functions, and legal entities.
Each of the affiliates of Linos group is required to comply with all aspects of the group’s policy as well as their own AML policies which specifically consider the local AML laws and requirements which they are subject to. Failure by the group and its affiliates to comply with all applicable local AML laws and regulations could result in severe regulatory sanctions, possible fines and criminal penalties and damage to the group’s business reputation.
An assessment of the risk of exposure to money laundering issues across all customer relationships shall be completed using the Linos standardised risk rating model. The risk rating model shall be approved by the Board of Directors on an annual basis.
There are signs of suspicious activity that suggest money laundering. These are commonly referred to as “red flags.” If a red flag is detected, additional due diligence will be performed before accepting clients’ requests or providing services.
Examples of red flags are:
– The customer exhibits unusual concern regarding the AML policies, particularly with respect to his or her identity, type of business and assets, or is reluctant or refuses to reveal any information concerning business activities, or furnishes unusual or suspect identification or business documents.
– The customer wishes to engage in transactions that lack business sense or apparent investment strategy, or are inconsistent with the customer’s stated business strategy.
– The information provided by the customer that identifies a legitimate source of funds is false, misleading, or substantially incorrect.
– Upon request, the customer refuses to identify or fails to indicate any legitimate source for his or her funds and other assets.
– The customer (or a person publicly associated with the customer) has a questionable background or is the subject of news reports indicating possible criminal, civil, or regulatory violations.
– The customer exhibits a lack of concern regarding risks, commissions, or other transaction costs.
– The customer appears to be acting as an agent for an undisclosed principal, but declines or is reluctant, without legitimate commercial reasons, to provide information or is otherwise evasive regarding that person or entity.
– The customer has difficulty describing the nature of his or her business or lacks general knowledge of his or her industry.
– The customer attempts to make frequent or large deposits of currency, insists on dealing only in cash equivalents.
– For no apparent reason, the customer has multiple accounts under a single name or multiple names, with a large number of inter-account or third-party transfers.
– The customer is from, or has accounts in, a country identified as a non-cooperative country or territory by the Financial Action Task Force.
– The customer’s account has unexplained or sudden extensive wire activity, especially in accounts that had little or no previous activity.
– The customer’s account shows numerous currency or cashier’s check transactions aggregating to significant sums.
– The customer’s account has a large number of wire transfers to unrelated third parties inconsistent with the customer’s legitimate business purpose.
– The customer’s account has wire transfers that have no apparent business purpose to or from a country identified as money laundering risk or a bank secrecy haven.
– The customer’s account indicates large or frequent wire transfers, immediately withdrawn by check or debit card without any apparent business purpose.
– The customer makes a funds deposit followed by an immediate request that the money be wired out or transferred to a third party, or to another firm, without any apparent business purpose.
– The customer makes a funds deposit for the purpose of purchasing a long-term investment followed shortly thereafter by a request to liquidate the position and transfer of the proceeds out of the account.
– The customer engages in excessive journal entries between unrelated accounts without any apparent business purpose.
– The customer requests that a transaction be processed in such a manner to avoid the firm’s normal documentation requirements.
– The customer, for no apparent reason or in conjunction with other red flags, engages in transactions involving certain types of securities, such as penny stocks, bearer bonds, which although legitimate, have been used in connection with fraudulent schemes and money laundering activity. (Such transactions may warrant further due diligence to ensure the legitimacy of the customer’s activity.)
Specially Designated Nationals and Sanctioned Parties Screening
All new customers shall be screened against the U.S. Office of Foreign Assets Control’s (OFAC) list of Specially Designated Nationals (“SDN”) and sanctioned parties prior to services offered or an account being opened on that customer’s behalf. Any matches against these lists will be resulting to refusal of Linos to provide any services to listed individuals and legal entities.
Linos will document and maintain written customer identification procedures (“CIP”) that will enable to form a reasonable belief that Linos knows the true identity of each customer. If Linos is not able to verify the identity of a customer within a reasonable period of time after services or account opening request, these services shall be suspended and account will be closed. Such an account and services will be subject to increased due diligence until such time as the customer’s identity has been verified or the account has been closed and services suspended.
CIP for Natural Persons
For natural persons the following information should be obtained, where applicable:
– legal name and any other names used (such as maiden name);
– correct permanent address (the full address should be obtained; a Post Office box number is not sufficient);
– telephone number, fax number, and e-mail address;
– date and place of birth;
– occupation, public position held and/or name of employer;
– an official personal identification number or other unique identifier contained in an unexpired official document (e.g. – passport, identification card, residence permit, social security records, driving license) that bears a photograph of the customer;
– source of wealth (where appropriate).
Linos shall verify this information by at least one of the following methods:
– confirming the date of birth from an official document (e.g. birth certificate, passport, identity card, social security records);
– confirming the permanent address (e.g. utility bill, tax assessment, bank statement, a letter from a public authority);
– contacting the customer by telephone, by letter or by e-mail to confirm the information supplied after an account has been opened or other services provided (e.g. a disconnected phone, returned mail, or incorrect e-mail address should warrant further investigation);
– confirming the validity of the official documentation provided through certification by an authorized person
CIP for Institutions
The underlying principles of customer identification for natural persons have equal application to customer identification for all institutions. Where in the following the identification and verification of natural persons is involved, the foregoing guidance in respect of such persons shall have equal application. The term institution includes any entity that is not a natural person.
For corporate entities (i.e. corporations and partnerships), the following information should be obtained:
– name of institution;
– principal place of institution’s business operations;
– mailing address of institution;
– contact telephone and fax numbers;
– some form of official identification number, if available (e.g. tax identification number);
– the original or certified copy of the Certificate of Incorporation and Memorandum and Articles of Association;
– nature and purpose of business and its legitimacy.
This information should be verified by at least one of the following methods:
– for established corporate entities – reviewing a copy of the latest report and accounts (audited, if available);
– conducting an enquiry by a business information service, or an undertaking from a reputable and known firm of lawyers or accountants confirming the documents submitted;
– undertaking a company search and/or other commercial enquiries to see that the institution has not been, or is not in the process of being, dissolved, struck off, wound up or terminated;
– utilising an independent information verification process, such as by accessing public and private databases;
– obtaining prior bank references;
– visiting the corporate entity, where practical;
– contacting the corporate entity by telephone, mail or e-mail.
All identification documentation and services records shall be kept for the minimum period of time required by local law.
All new employees shall receive anti-money laundering training as part of the mandatory new-hire training program. All applicable employees are also required to complete AML training annually. Participation in additional targeted training programs is required for all employees with day to day AML responsibilities.
For the purposes of AML Policy Linos shall appoint AML Compliance Committee. Linos AML Compliance Committee shall be responsible for the administration, revision, interpretation, and application of this Policy. The Policy will be reviewed annually and revised as needed.
The duties of the AML Compliance Committee with respect to the Policy shall include, but shall be not limited to, the design and implementation of as well as updating the Policy as required; training of officers and employees; monitoring the compliance of Linos affiliates, maintaining necessary and appropriate records; and independent testing of the operation of the Policy.
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