The covenant between the House and its counterparties.

1.1 These Terms of Engagement govern the relationship between Bastion Institution Services Ltd (the "House") and the counterparty identified in the relevant engagement letter (the "Client"). They apply to every engagement unless expressly varied in writing by both parties.

1.2 The specific scope of each engagement — the deliverables, the timelines, the responsible officers, and the assay disciplines — is set out in the engagement letter, which together with these Terms constitutes the complete covenant between the parties.

1.3 The House provides institutional-grade documentation, architectural, and advisory services. The House does not provide legal advice, tax advice, investment advice, or regulated financial services except where specifically licensed to do so in the relevant jurisdiction and expressly stated in the engagement letter.

2.1 Obligations of the House. The House shall:

• Perform the engagement with reasonable skill, care, and diligence, consistent with the standards of a sovereign-grade institutional services provider.
• Assign named officers of appropriate seniority to the engagement, each sworn under the relevant discipline.
• Deliver the agreed outputs within the timelines specified in the engagement letter, subject to the Client's timely provision of information.
• Maintain the confidentiality covenant throughout and after the engagement, as set out in Article V.

2.2 Obligations of the Client. The Client shall:

• Provide accurate, complete, and timely information necessary for the House to perform the engagement.
• Designate a single named officer as the Client's primary point of contact, with authority to approve deliverables and variations.
• Comply with all applicable laws, regulations, and sanctions regimes relevant to the engagement.
• Make payments in accordance with Article III.

2.3 The House is not responsible for delays, errors, or omissions arising from the Client's failure to discharge its obligations under this Article.

3.1 Fees for each engagement are set out in the engagement letter and may be structured as fixed fees, time-based fees, retainer fees, or success-based fees, as agreed between the parties.

3.2 Unless otherwise agreed, all fees are quoted in United States Dollars (USD) and are exclusive of value-added tax, goods and services tax, and any other applicable taxes, which shall be added to the invoice where chargeable.

3.3 Invoices are issued monthly in arrears and are payable within thirty (30) days of the invoice date. Late payments accrue interest at the rate of 4% per annum above the base rate of the Bank of England (or such other rate as may be specified in the engagement letter).

3.4 Disbursements — including travel, accommodation, regulatory filing fees, and third-party expert costs — are billed at cost and require prior written approval from the Client where they exceed USD 5,000 per item.

4.1 Pre-Existing IP. Each party retains ownership of all intellectual property existing prior to the engagement ("Background IP"). Nothing in these Terms transfers ownership of Background IP.

4.2 House IP. All methodologies, frameworks, drafting architectures, assay disciplines, and engraving protocols developed by the House remain the exclusive property of the House ("House IP"). The House grants the Client a non-exclusive, non-transferable, perpetual license to use House IP solely to the extent embedded in the deliverables.

4.3 Deliverable IP. Upon full payment of all fees, ownership of the copyright in the final deliverables produced specifically for the Client under the engagement passes to the Client. The House retains a perpetual, royalty-free license to use anonymized and aggregated learnings from the engagement for the purpose of refining its methodologies.

4.4 Moral Rights. The Client waives any moral rights in the deliverables to the extent permitted by law, and agrees not to assert any such rights against the House or its officers.

4.5 The Client shall not remove, obscure, or alter any proprietary notices, confidentiality markings, or assay references on the deliverables without the prior written consent of the House.

5.1 Each party (the "Receiving Party") shall keep confidential all non-public information disclosed by the other party (the "Disclosing Party") in connection with the engagement ("Confidential Information"), and shall not disclose it to any third party without the prior written consent of the Disclosing Party.

5.2 Confidential Information includes, but is not limited to: engagement letters, deliverables, methodologies, assay reports, engraving records, financial terms, officer identities, Client lists, and all communications marked or reasonably understood to be confidential.

5.3 Permitted Disclosures. The Receiving Party may disclose Confidential Information:

• To its officers, employees, and professional advisers who need to know and who are bound by confidentiality obligations no less protective than these Terms.
• To the extent required by law, regulation, or order of a competent court or regulator, provided that the Disclosing Party is given prompt written notice (where legally permitted) and reasonable assistance in seeking protective relief.
• To the House's Red Chamber and Officer of the Stone for the purposes of assay and engraving, under the discipline of the Covenant of Silence.

5.4 Duration. The confidentiality covenant survives the termination or expiration of the engagement for a period of seven (7) years, except for trade secrets which remain confidential indefinitely.

6.1 To the maximum extent permitted by applicable law, neither party shall be liable to the other for any indirect, consequential, incidental, special, punitive, or exemplary damages, including loss of profit, loss of business, loss of data, or loss of goodwill, arising out of or in connection with the engagement, regardless of whether such damages were foreseeable or whether either party was advised of their possibility.

6.2 Aggregate Cap. The total aggregate liability of the House to the Client under or in connection with the engagement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid or payable by the Client under the relevant engagement letter in the twelve (12) months preceding the event giving rise to the claim.

6.3 Exclusions. Nothing in these Terms limits or excludes liability for:

• Fraud or fraudulent misrepresentation.
• Death or personal injury resulting from negligence.
• Any liability which cannot be excluded or limited under applicable law.

6.4 The Client acknowledges that the fees charged by the House reflect the allocation of risk set out in this Article, and that the House would not enter into the engagement without these limitations.

7.1 Client Indemnity. The Client shall indemnify, defend, and hold harmless the House and its officers, employees, and agents from and against all losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• Any breach by the Client of these Terms or the engagement letter.
• Any claim that the materials, information, or instructions provided by the Client infringe the intellectual property rights or other rights of any third party.
• Any violation by the Client of applicable laws, regulations, or sanctions regimes.

7.2 House Warranties. The House warrants that:

• It has full authority and capacity to enter into these Terms and to perform its obligations under the engagement.
• The deliverables, when completed, will conform materially to the specifications set out in the engagement letter.
• To the best of its knowledge, the deliverables do not infringe the intellectual property rights of any third party.

7.3 Except as expressly set out in these Terms, the House makes no other warranties, express or implied, and all other warranties, conditions, and terms (including implied warranties of merchantability and fitness for a particular purpose) are excluded to the maximum extent permitted by law.

8.1 Term. These Terms commence on the effective date stated in the engagement letter and continue until the earlier of: (a) the completion of the engagement; (b) termination in accordance with this Article; or (c) the expiration of the period specified in the engagement letter.

8.2 Termination for Convenience. Either party may terminate the engagement at any time by giving thirty (30) days' prior written notice to the other party. Upon such termination, the Client shall pay the House for all work performed and costs incurred up to the effective date of termination.

8.3 Termination for Cause. Either party may terminate the engagement immediately upon written notice if the other party:

• Commits a material breach of these Terms or the engagement letter and (where capable of remedy) fails to remedy the breach within thirty (30) days of written notice.
• Becomes insolvent, enters into administration, liquidation, or any analogous proceeding, or has a receiver or administrator appointed over any of its assets.
• Is subject to sanctions, regulatory action, or other circumstances that, in the reasonable opinion of the terminating party, would make continued performance unlawful or reputably damaging.

8.4 Effect of Termination. Upon termination or expiration, Articles IV (Intellectual Property), V (Confidentiality), VI (Limitation of Liability), VII (Indemnity), IX (Governing Law & Disputes), and X (General Provisions) shall survive.

8.5 Return of Materials. Upon termination, each party shall promptly return or, at the other party's election, destroy all Confidential Information of the other party in its possession, and certify such destruction in writing upon request.

9.1 Governing Law. These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes) shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict-of-law principles.

9.2 Arbitration. Any dispute, controversy, or claim arising out of or in connection with these Terms or the engagement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the Arbitration Rules of the SIAC for the time being in force, which rules are deemed to be incorporated by reference into this Article.

• The seat of arbitration shall be Singapore.
• The tribunal shall consist of three (3) arbitrators, appointed in accordance with the SIAC Rules.
• The language of the arbitration shall be English.
• The award shall be final, binding, and enforceable under the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards (1958).

9.3 Interim Relief. Nothing in this Article prevents either party from seeking interim or conservatory measures from any court of competent jurisdiction, including the courts of the Cayman Islands, England and Wales, or Singapore.

9.4 Amicable Resolution. Before commencing arbitration, the parties shall attempt in good faith to resolve the dispute through negotiation between senior officers of each party for a period of thirty (30) days following written notice of the dispute.

10.1 Entire Agreement. These Terms, together with the engagement letter and any documents expressly incorporated by reference, constitute the entire agreement between the parties and supersede all prior negotiations, representations, warranties, commitments, offers, and agreements, whether written or oral, relating to the subject matter.

10.2 Variation. No variation of these Terms shall be effective unless made in writing and signed by authorized officers of both parties.

10.3 Waiver. No failure or delay by either party in exercising any right or remedy under these Terms shall operate as a waiver of that right or remedy.

10.4 Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

10.5 Assignment. Neither party may assign, transfer, or otherwise dispose of any of its rights or obligations under these Terms without the prior written consent of the other party, except that the House may assign to any affiliated entity within the Bastion group or in connection with a reorganization, merger, or sale of substantially all of its assets.

10.6 Subcontracting. The House may engage subcontractors to perform parts of the engagement, provided that the House remains responsible for their performance and ensures they are bound by confidentiality obligations no less protective than these Terms.

10.7 Force Majeure. Neither party shall be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, sanctions, regulatory action, or failure of telecommunications or infrastructure, provided that the affected party uses reasonable efforts to mitigate the impact and gives prompt notice to the other party.

10.8 Third Party Rights. Except as expressly provided, these Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 (or any equivalent legislation in any other jurisdiction) to enforce any term of these Terms.

10.9 Notices. All notices under these Terms shall be in writing and delivered by hand, by registered post, or by email (with confirmed receipt) to the addresses specified in the engagement letter.

10.10 Counterparts. These Terms may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.