Regent Visas Consular Services Terms and Conditions

Effective Date: February 14, 2025

THESE TERMS CONSTITUTE A CONTRACT (THE “AGREEMENT”) BETWEEN YOU AND REGENT VISAS, A BRAND AND TRADING NAME OF Envoy Global United Kingdom Limited, A private limited company organized under the laws of England and Wales with registration number 12211243 and whose registered address is 49 Greek Street, London, England, W1D 4EG (“Regent visas”, “We”, “Us”, “Our”). IN THIS AGREEMENT, THE WORDS “CUSTOMER”, “YOU”, AND “YOUR” REFER TO EACH INDIVIDUAL WHO USES SERVICES PROVIDED BY REGENT VISAS AS SET FORTH BELOW. COLLECTIVELY, YOU AND WE MAY BE REFERRED TO HEREIN AS THE “PARTIES” AND INDIVIDUALLY AS A “PARTY”. BY ACCEPTING THESE TERMS, AND BY USING REGENT VISAS’ SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS.

THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION AND LIMITATIONS ON REGENT VISAS’ LIABILITY TO YOU. PLEASE READ IT CAREFULLY. BY AGREEING AND CONTINUING TO USE THE SERVICES (AS DEFINED IN SECTION 1), THE INDIVIDUAL SO ASSENTING REPRESENTS AND WARRANTS THAT S/HE HAS THE FULL AUTHORITY TO ACCEPT THIS AGREEMENT ON YOUR BEHALF AND DOES SO INTENDING THAT YOU WILL BE BOUND THEREBY.

1. GENERAL SERVICE TERMS

Regent Visas will provide business visa and consular support services (the “Services”) to Customer as set forth in the Order. “Order” means Our order form or webpage, or documentation as mutually agreed by the Parties, through which You have procured the Services.

Subject to the provisions hereof, Regent Visas hereby grants You a limited, non-transferable, non-sub-licensable, non-exclusive license to use the Services (including the Regent Visas’ documentation and materials) on any applicable devices that are under Your control, and to use the Services solely as applicable herein. The Services may not be used for any other purposes without our prior written consent.

This Agreement commences on the date You use the Services and will continue until all Services are fully completed or as terminated as set forth herein (the “Term”). Subject to the payment of all Service Fees (as defined in Section 3), You may terminate your relationship with Regent Visas at any time by providing Us with written notice of Your intention to discontinue Your use of the Services. We may suspend or terminate Your rights to use Services at any time for any reason at our sole discretion, including for any use of the Services in violation of this Agreement. Upon termination, all provisions of this Agreement which by their nature should survive, will survive, including, without limitation, fees and payment provisions, warranty disclaimers, and limitations of liability.

2. CONFIDENTIALITY

“Confidential Information” means (a) any proprietary information that is disclosed to either Party under this Agreement, including but not limited to actual or anticipated business plans, technical data, trade secrets and know-how and (b) information that identifies or can be used to identify or authenticate an individual. Confidential Information does not include information that has become publicly known and made generally available through no wrongful act of either Party or that either Party can show by written documentation was in its possession without any obligation of confidentiality prior to its receipt of that information.

Regent Visas will not disclose Your Confidential Information to anyone other than Our Authorized Parties, unless required by applicable law or valid judicial process. “Our Authorized Parties” means (i) the employees and subcontractors of Regent Visas and its affiliates who have a need to know such Confidential Information to enable Regent Visas to perform its obligations under this Agreement and (ii) third parties, including government agencies, to whom You have authorized Regent Visas or any of the parties listed in (i) to make disclosures for purposes of providing the Services. Customer will not disclose Regent Visas’ Confidential Information to anyone other than Your Authorized Parties, unless required by applicable law or valid judicial process. “Your Authorized Parties” means third parties to whom We have authorized You to make disclosures for the purposes of receiving the Services. Both Our Authorized Parties (except government agencies to whom You authorize the transfer of Confidential Information) and Your Authorized Parties shall be subject to confidentiality duties or obligations with regard to Confidential Information that are substantially similar to those set forth in this Agreement.

3. FEES AND PAYMENT

The charges associated with the Services, including without limitation fees for Regent Visas’ services, applicable government form and filing fees, and expenses for related third-party services, will be assessed in connection with the initiation of the Order or, upon Your preapproval, assessed thereafter (collectively, “Service Fees”). Unless otherwise agreed between You and Us, all Service Fees will be due and payable upon Your Receipt of Our invoice to You. In the event that any amounts due under this Agreement are not paid in accordance with the terms hereof, then in addition to all other remedies available under this Agreement or at law (which Regent Visas does not waive by the exercise of any rights set forth in this Section 3), Regent Visas may elect to apply a late fee. In any and all circumstances, You are and remain solely liable to Regent Visas for payment of all Service Fees.

If governmental agencies increase filing fees or impose additional costs for filing Your application(s), these costs will be added to the original Service Fees. Regent Visas reserves the right to adjust Service Fees for filings if, at the time of such filing, there is a change in costs due to foreign currency exchange fluctuations versus the currency agreed between the Parties.

As applicable, all sums payable under or pursuant to the Agreement are (unless expressly stated otherwise) exclusive of all value added, goods and services, sales, use and excise taxes and any other similar taxes and duties imposed by any taxation authority ("VAT Tax"). Where, under or pursuant to the Agreement, Regent Visas makes a supply to You for VAT Tax purposes and Regent Visas is required to account for VAT Tax in respect of that supply, You shall, subject to the receipt of an invoice, pay or procure payment to Regent Visas (in addition to, and at the same time as, any other consideration for that supply) an amount equal to that VAT Tax.

4. DISCLAIMERS AND LIMITATIONS OF LIABILITY

REGENT VISAS AND ITS AFFILIATES MAKE NO WARRANTY, EXPRESS OR IMPLIED, THAT REGENT VISAS TECHNOLOGY INCLUDING THE WEBSITE, THE FUNCTIONALITY CONTAINED THEREIN, OR ANY OTHER APPLICATIONS OR MATERIALS FURNISHED BY REGENT VISAS OR ITS AFFILIATES WILL BE OPERATED ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS. ALL MATERIALS, INFORMATION, DOCUMENTS OR FORMS PROVIDED ON OR THROUGH YOUR USE OF THE SERVICES OR OTHERWISE FURNISHED TO YOU BY REGENT VISAS OR ITS AFFILIATES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, REGENT VISAS AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

ACCESS TO REGENT VISAS TECHNOLOGY INCLUDING THE WEBSITE, MATERIALS AND FUNCTIONALITY CONTAINED THEREIN IS AT YOUR OWN RISK. IN NO EVENT WILL REGENT VISAS OR ITS AFFILIATES BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DAMAGE TO COMPUTER SYSTEMS, LOSS OF DATA, OR INTERFERENCE WITH THE OPERATION OF ANY SYSTEM OR NETWORKS THAT RESULTS FROM YOUR ACCESS OF REGENT VISAS TECHNOLOGY, OR YOUR USE OR DOWNLOAD OF ANY CONTENT, MATERIALS, INFORMATION OR FUNCTIONALITY CONTAINED THEREIN.

IN NO EVENT WILL YOU, REGENT VISAS, OR ITS AFFILIATES BE LIABLE FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF OR RELATING TO THE SERVICES OR THIS AGREEMENT.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE TOTAL AND CUMULATIVE LIABILITY OF YOU, REGENT VISAS, OR ITS AFFILIATES, FOR ALL CLAIMS OF ANY NATURE ARISING OUT OF THIS AGREEMENT EXCEED THE TOTAL SERVICE FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, CAPPED AT ONE THOUSAND POUND STERLING (£1,000). THIS SECTION 4 APPLIES TO CLAIMS FOR DAMAGES AND SHALL NOT APPLY TO: (X) ANY AMOUNTS OWED FOR OR DISPUTES RELATED TO PAYMENT FOR SERVICES INCLUDING GOVERNMENT FILING FEES; (Y) LIABILITY FOR FRAUDULENT MISREPRESENTATION OR WILFUL MISCONDUCT; OR (Z) LIABILITY TO THE EXTENT IT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

5. DISPUTE RESOLUTION

YOU AND REGENT VISAS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITIES AND NOT AS PLAINTIFFS OR CLASS MEMBERS IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR IN THE CAPACITY OF A PRIVATE ATTORNEY GENERAL.

You and Regent Visas shall first attempt to resolve any dispute or claim arising between You and Regent Visas pursuant to this Agreement through informal discussions prior to initiation of any court action.

If the Parties are unable to resolve any dispute or claim through informal discussions, the Parties agree to submit such disputes exclusively to final and binding arbitration. Any arbitration conducted pursuant to this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted. The Parties agree that, by entering into this Agreement, they are each waiving the right to a trial by jury or to participate in a class action. The arbitration will be governed by the Arbitration Rules of the International Chamber of Commerce (the “ICC”), as modified by this Agreement, and will be administered by the ICC. Unless otherwise agreed by the Parties in writing, the arbitration will be held in London, UK and will be conducted in the English language. The arbitrator is bound by this Agreement. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and interpretation of the arbitration provision. The Parties agree that in any arbitration of a dispute or claim, the Parties will not rely for preclusive effect on any award or finding of fact or conclusion of law made in any other arbitration of any dispute or claim to which either Customer or Regent Visas was a party. The arbitration award will be in writing and will specify the factual and legal basis for the award. The arbitration award will be final and binding upon the Parties, and any judgment on the award rendered by the arbitrator may be entered by any court having jurisdiction thereof in accordance with this Section 5.

You and Regent Visas each agree that this Agreement is made pursuant to and governed by the substantive law of England and Wales, without giving effect to its rules for conflicts of laws. To the extent any court proceedings arise from or relate in any manner to any dispute between Regent Visas and Customer arising out of, relating to, or referencing this Agreement or its breach in any way, such proceedings shall be brought in, and only in, the courts of England and Wales or a London court. Each Party hereby consents to the exercise of jurisdiction by such courts and irrevocably waives any objection that such Party may now or later have based on venue or forum non conveniens with respect to any action initiated in such courts. This choice of jurisdiction does not prevent Regent Visas from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations, or from seeking remedies to collect unpaid fees, in any appropriate jurisdiction.

For the purpose of this Agreement, “dispute or claim” means any assertion of a right, dispute or controversy between You and Regent Visas arising from or relating to this Agreement and/or the relationships resulting from this Agreement. This includes claims of every kind and nature including, but not limited to, initial claims, counterclaims, cross-claims, third-party claims, and claims based upon contract, tort, intentional tort, statutes, regulations, common law and equity.

6. COMPLETE AGREEMENT, NO AGENCY OR THIRD-PARTY BENEFICIARIES

This Agreement comprises the complete agreement of the Parties with respect to the subject matter therein, and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter, including any confidentiality agreements entered into by the Parties used for Your evaluation of the business relationship contemplated in this Agreement. No modification of this Agreement will be valid unless made in writing and duly signed by the Parties hereto.

The Parties hereto are engaged as independent contractors, and this Agreement does not create any agency, partnership, or joint venture relationship between the Parties. This Agreement does not and is not intended to confer any rights or remedies on any person or entity other than the Parties hereto.

The Parties acknowledge and agree that this Agreement and the Services are for Your benefit only. Nothing in this Agreement, express or implied, is intended to confer or be deemed to confer upon any persons or entities not Parties to this Agreement, any rights or remedies under or by reason of this Agreement. The rights of the Parties to terminate, rescind or agree any variation, waiver or settlement under the Agreement are not subject to the consent of any other person. You shall hold Regent Visas and its officers, directors, employees, affiliates and agents harmless from and against any and all claims made by any employee or applicant in respect of Regent Visas’ performance of its obligations under this Agreement, and will indemnify Regent Visas for any resulting costs, damages or losses suffered in connection with any such claim.

7. ANTI-BRIBERY, TRADE SANCTIONS, AND ANTI-BOYCOTT

Regent Visas represents and warrants to You that it has a written policy prohibiting all of its officers, directors, employees, agents, or other representatives from engaging in any form of commercial bribery or from otherwise offering any incentive to be made directly or indirectly in exchange for or otherwise in an attempt to procure or retain business for Regent Visas. Regent Visas shall comply with its policies that are designed to comply with the U.S. Foreign Corrupt Practices Act, the UK Bribery Act and all other local or otherwise applicable laws dealing with the bribery of government officials or employees.

You represent and warrant to Regent Visas that You are aware of, understand, and have complied and will comply with all applicable U.S. and foreign anti-corruption laws, including without limitation the U.S. Foreign Corrupt Practices Act of 1977, the UK Bribery Act of 2010, and similarly applicable anti-corruption and anti-bribery laws.

You represent and warrant to Regent Visas that neither You nor any individual may receive Services are: (a) designated on any U.S. Government or other governmental list of restricted parties, including the List of Specially Designated Nationals and Blocked Persons administered by the Office of Foreign Asset Controls of the U.S. Department of the Treasury or any designated person under the UK Sanctions and Anti-Money Laundering Act 2018; (b) subject to a blocking order by the U.S. Government or other relevant government sanctions authority; (c) owned or controlled, directly or indirectly, individually or in aggregate, by any individual, entity, organization, or government described in (a) and (b); or (d) otherwise prohibited from using, benefiting from or accessing the Services. In addition, You represent and warrant to Regent Visas that You are not located, organized in, or otherwise ordinarily resident in any jurisdiction that is the target of comprehensive economic sanctions or a trade embargo imposed by the United States or other relevant government sanctions authority.

You represent and warrant to Regent Visas that You shall not, directly or indirectly, take any action that would cause Regent Visas to be in violation of applicable U.S. federal or state anti-boycott laws including but not limited to those set forth under the U.S. Export Administration Act or the U.S. Internal Revenue Code, or any regulations thereunder.

Each Party shall: (a) comply with applicable laws in relation to modern slavery, including the Modern Slavery Act 2015, and shall assist with its compliance to the obligations therein; and (b) pay all persons and subcontractors involved in performing the Services not less than the minimum wage for the term of the Agreement.

In the event Regent Visas reasonably believes Customer has breached or is breaching any portion of Section 7 of this Agreement, Regent Visas is permitted to immediately terminate this Agreement without penalty.

8. MISCELLANEOUS

The failure or delay of either Party to enforce any of its rights under this Agreement shall not constitute a waiver of such rights, any other rights, or any future rights arising hereunder. No waiver of any rights under this Agreement shall be effective unless it is in writing and executed by the Party waiving such rights.

The Parties acknowledge and agree that all implied terms under the Supply of Goods and Services Act 1982 are excluded for the purposes of this Agreement.

In no event shall either Party be held responsible or liable for any failure or delay in the performance of its obligations set forth in this Agreement arising out of or caused by, directly or indirectly, forces beyond its control, including, but not limited to, strikes, work stoppages, sabotage, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services (a “Force Majeure Event”). Each Party shall use commercially reasonable efforts to mitigate the effects of such Force Majeure Event, remedy its inability to perform, and resume full performance of its obligations hereunder.

All rights and remedies of the Parties under this Agreement shall be cumulative and none shall exclude or prejudice any other right or remedy available to the Parties under law or by virtue of the provisions of this Agreement. If any term or provision of this Agreement shall be held invalid or unenforceable, the remainder of this Agreement shall not be affected thereby and each term and provision hereof shall be valid and enforced to the fullest extent permitted by law.