SERVICE AGREEMENT

This Service Agreement (hereinafter, the “Agreement”) is entered into by and between:

WD GLOBAL SERVICES LIMITED, trading as Coindirect, a company incorporated under the laws of the
England and Wales (Company Number 10976041), with its registered office at 2 Kingdom Street, 6th
Floor, Paddington, W2 6BD, United Kingdom (“WD GLOBAL”);

AND

Client Name: Dennis Ricardo Cabuhat

Company Number/Passport Number: P1672684A
Physical Address: Blk. 8 Lot 22 Phase 7 Town & Country
Southville Subd., Brgy. Langkiwa, Binan,
Laguna, 4026
Email Address: [email protected]
Contact Number: +639778238427
Name of Client Liaison Officer (if applicable) ____________________
("CLIENT").

CLIENT and WD GLOBAL shall be referred to jointly herein as “Parties” and each in the singular as “Party”.

The Parties hereby agree as follows:

1. INTRODUCTION

1.1. This Agreement sets out the terms and conditions (the "Terms and Conditions") governing the CLIENT’s use of
WD GLOBAL’s Platform (the "Platform") and its related services that WD GLOBAL may agree to provide to CLIENT
from time to time (the "Service").
1.2. By accessing and using the Platform and Services, CLIENT is deemed to have expressly read and understood
the Agreement and accepted the Terms and Conditions herein.
1.3. CLIENT agrees to be bound by these Terms and Conditions and other specific rules and procedures as
determined or as may be amended from time to time at the sole discretion of WD GLOBAL.

2. DEFINITIONS

2.1 Section and Clause headings shall not affect the interpretation of this Agreement.
2.2. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal
personality).
2.3. A reference to a company shall include any company, corporation or other body corporate, wherever and
however incorporated or established.
2.4. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall
include the singular.
2.5. Unless the context otherwise requires, a reference to one gender shall include a reference to the other
gender.
2.6. A reference to any Party shall include that Party's personal representatives, successors and permitted assigns.
2.7. A reference to a statute or statutory provision is a reference to it as amended, extended or re- enacted from
time to time, and shall include all subordinate legislation made from time to time under that statute or statutory
provision.
2.9. A reference to writing or to a written document includes e-mail.
2.10. A reference to Agreement or to any other agreement or document referred to in this Agreement is a
reference to this Agreement or such other document or agreement as varied or novated (in each case, other than
in breach of the provisions of this Agreement) from time to time.
2.11. References to Sections and Clauses are to the sections and clauses of this Service Agreement.
2.12. Any words following the terms including, include, in particular or any similar expression shall be construed as
illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those
terms.

The following definitions and interpretations shall apply under this Agreement:

Applicable Exchange shall be the exchange rate quoted by WD GLOBAL in respect of a transaction
Rate
Available Local shall mean the total amount in local funds available to CLIENT, related to any specific
Funds Transaction.
WD GLOBAL Account shall mean the WD GLOBAL Account as specified in the WD GLOBAL Account Details.
WD GLOBAL Account shall mean the WD GLOBAL Account specified by the details below, which shall be
Details provided by WD GLOBAL to CLIENT on a Transaction by Transaction basis in accordance
with the process stipulated in Clause 5.4 of the Service Agreement.:
a. Account number / IBAN
b. Name of account holder
c. Address of account holder
d. Beneficiary bank name (if applicable)
e. Beneficiary bank address (if applicable)
f. Beneficiary SWIFT Code / BIC (if applicable)
g. Intermediary bank name (if applicable)
h. Intermediary bank address (if applicable)
i. Intermediary SWIFT Code / BIC (if applicable)
j. Correspondent bank name (if applicable)
k. Correspondent bank address (if applicable)
l. Correspondent SWIFT Code / BIC (if applicable)
Business Day a day other than a Saturday, Sunday or public holiday in United Kingdom, China, or the
country of CLIENT’s domicile, when banks in such jurisdictions are open for business.
Business Hours the period from 09:00 to 21:00 GMT on any Business Day.
Certified Copies shall mean copies of original documents that have been certified as true original copies
by any of the following a Lawyer, an Accountant, a Bank Official, a Notary, or an Officer
of an Embassy or Consulate. Notwithstanding the foregoing, the individual certifying
documents may not be an employee or a relation.
Company Liaison shall mean the appointed representative of CLIENT, if applicable, related to the
Officer fulfilment of services detailed in the Service Agreement.
Confidential as defined in Section 10 this Agreement.
Information
Electronic Recorded shall mean electronic methods of communication as agreed to between the Parties,
Communication which shall be modified from time to time. Upon execution of this Service Agreement,
the Parties agree that the following methods of Electronic Recorded Communication
shall be acceptable: email, instant messaging and text messaging (SMS).
Effective Date shall be upon execution of this Agreement by the Parties.
Insolvency Event Shall constitute any of the following:
a. any distress, execution or other legal process is levied or enforced upon any property
of a Party;
b. any action is taken against a Party with a view to it being declared insolvent
c. proceedings are commenced against a Party or a preliminary vesting order is granted
against the property of a Party;
d. a resolution is passed to wind up a Party or an application is presented to a court to
wind up a Party;
e. negotiations are commenced with one or more of a Party’s creditors with a view to
 the general readjustment or rescheduling of indebtedness or a general assignment is
made of its assets for the benefit of its creditors;
f. an application is presented to a court for an administration order in respect of a
Party;
g. a receiver or commissioner or similar officer is appointed in respect of a Party or its
assets; or
h. some event of equivalent or analogous effect to those listed above occurs in any
jurisdiction.

Intellectual Property Shall mean all copyright and related rights, patents, rights to inventions, utility models,
trade marks, service marks, trade, business and domain names, rights in trade dress or
get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in
designs, rights in computer software, database right (including any such rights arising in
any databases used or created by WD GLOBAL), topography rights, moral rights, rights
in confidential information (including know-how, trade secrets and methodologies and
processes used to determine commodity prices) and any other intellectual property
rights, in each case whether registered or unregistered and including all applications for
and renewals or extensions of such rights, and all similar or equivalent rights or forms
of protection
KYC Information shall include Certified Copies of the following documents:
a. Certificate of Incorporation;
b. Memorandum of Association;
c. Articles of Association;
d. either (i) Director Register and Shareholder Register, or (ii) latest Annual Review for
the company;
e. Proof of Address for all directors and shareholders >25%; and
f. Passport copy for all directors and shareholders >25%.

Proof of Address shall mean a utility bill (electricity, phone, water) that is not more than three (3)
months’ old. Notwithstanding the foregoing, other forms of Proof of Address may be
acceptable if agreed by the Parties.

Settlement Amount shall mean the amount of the Settlement Currency to be settled on behalf of CLIENT in
accordance with the Settlement Details, in respect of the Transaction
Settlement Currency Shall mean the currency to be settled by WD GLOBAL on behalf of the CLIENT in
accordance with the Settlement Details.
Settlement Details shall mean the account to which CLIENT wishes to settle the funds related to any
specific Transaction, as specified by the details below:
a. Account number / IBAN
b. Name of account holder
c. Address of account holder
d. Beneficiary bank name (if applicable)
e. Beneficiary bank address (if applicable)
f. Beneficiary SWIFT Code / BIC (if applicable)
g. Intermediary bank name (if applicable)
h. Intermediary bank address (if applicable)
i. Intermediary SWIFT Code / BIC (if applicable)
j. Correspondent bank name (if applicable)
k. Correspondent bank address (if applicable)
l. Correspondent SWIFT Code / BIC (if applicable)
Services as defined in clause 5
 Term this Agreement shall remain in full force and effect unless terminated by WD GLOBAL or
CLIENT in accordance with Section 18 of this Agreement.
Termination means any termination of this Service Agreement in accordance with Section 18 of this
Agreement.
Transaction as defined in Clause 5.2 of the Agreement
Reference Code
Transaction Request as defined in Clause 5.1 of the Agreement
Transactions as provided for by WD GLOBAL’s Services from time to time
Transaction Terms shall mean the key Transaction terms to be confirmed by WD GLOBAL with CLIENT
related to each Transaction, including:
a. Applicable Exchange Rate
b. Available Local Currency
c. Settlement Currency
d. Settlement Amount
e. Settlement Details

3. REGISTRATION, IDENTIFICATION AND ACTIVATION

3.1. In order for CLIENT to use the Service, WD GLOBAL will ask for CLIENT’s name, address, date of birth,
identification number and other identification documents that local applicable laws require WD GLOBAL to obtain.
In some cases, WD GLOBAL may also be required by local applicable laws to conduct a face-to-face verification. WD
GLOBAL appreciates CLIENT’s understanding and cooperation.
3.2. As part of CLIENT’s registration and use of the Service, CLIENT represents and warrants that:
3.2.1. If an individual, CLIENT is at least eighteen (18) years of age;
3.2.2. CLIENT is eligible to register and use the Service and have the right, full authority and ability to enter into
this Service Agreement and perform under this Agreement;
3.2.3. CLIENT will not be violating any laws or regulations by registering with WD GLOBAL, entering into or by
performing any part of this Agreement, or by otherwise using the Service;
3.2.4. All information provided by CLIENT as part of registration and use of the Service is current, accurate and
complete, and CLIENT undertakes to promptly notify WD GLOBAL of any changes to such information;
3.2.5. CLIENT will ensure that all information provided at registration remains accurate and up to date; and
3.2.6. CLIENT will not impersonate any other person, operate under an alias or otherwise conceal its identity.
3.3WD GLOBAL will use the information provided by CLIENT, as well as the information that WD GLOBAL receives
from the use of the platform and the Service, to facilitate CLIENT’s participation in the services and for other
purposes consistent with WD GLOBAL’s Privacy Policy.
3.4. From time to time, WD GLOBAL may require CLIENT to provide additional information as a condition of the
continued use of the platform and the Service. The Client understands that its failure to adhere to WD GLOBAL’s
verification and identification request may result in the Clients account being suspended.
3.5. CLIENT may only register once, and each user must maintain a separate registration. If WD GLOBAL detects
multiple active registrations for a single user, WD GLOBAL reserves the right to merge or terminate the
registrations and refuse all continued use of the Service without notification to CLIENT.
3.6. WD GLOBAL, at its sole and absolute discretion, may refuse to approve or terminate existing registrations with
or without cause or notice, other than any notice required by any applicable law, and not waived herein.

4. CONDITIONS PRECEDENT TO TRADING

4.1. Prior to any Transaction, the following condition precedent shall be met amongst the Parties:
4.1.1. KYC Information shall be received by all Parties for each of the other Parties to this Agreement. Such KYC
Information must be kept current and valid by each Party at all times.
5. SERVICES

WD GLOBAL shall provide services to CLIENT on a Transaction by Transaction basis (the "Service"). The specific
responsibilities of the Parties related to the Transactions are detailed in Section 6 below.
5.1. CLIENT shall submit a request to WD GLOBAL indicating its desire to settle a transaction (the “Transaction
Request”). Such request by CLIENT shall be made by Electronic Recorded Communication and must include the
Transaction Terms that would be acceptable to CLIENT related to the contemplated Transaction.
5.2. Upon receipt of any such Transaction Request, WD GLOBAL may assign a reference code (the “Reference
Code”) to each such request, which shall be referenced by the Parties when referring to any contemplated
Transaction.
5.3 Final Transaction Terms shall be confirmed between WD GLOBAL and CLIENT. Such confirmed Transaction
Terms shall be valid for a period of thirty (30) minutes. In the event that WD GLOBAL and CLIENT are unable to
agree the Transaction Terms related to a specific Transaction Request, or such Transaction does not proceed in
accordance with Clause 5.4 below within thirty (30) minutes of confirming the Transaction Terms, such Transaction
Request shall be cancelled. Notification of such cancellation shall be made by WD GLOBAL to CLIENT by Electronic
Recorded Communication.
5.4. WD GLOBAL shall provide transactional support to facilitate Transactions as follows:
5.4.1. Settlement of Available Local Funds in WD GLOBAL Account. Upon Confirmation of the Transaction Terms
per Clause 5.3, CLIENT to settle the Available Local Funds to the WD GLOBAL Account specified by WD
GLOBAL to CLIENT.
5.4.2. Final Settlement of Funds. Upon receipt and availability of the funds stipulated in Clause 5.4.1, WD GLOBAL
shall facilitate the settlement of the Settlement Amount in accordance with the Settlement Details.

6. RESPONSIBILITIES OF THE PARTIES

6.1. Responsibilities of WD GLOBAL

WD GLOBAL shall have the following responsibilities related to this Service Agreement:
6.1.1. Manage all communications with CLIENT.
6.1.2. Ensure all Conditions Precedent have been met prior to each Transaction, as detailed in Section 4 above.
6.1.3. Coordinate all Transactions, as detailed in Section 5 above.
6.1.4. Facilitate the settlement of the Settlement Amount in accordance with the Settlement Details in
accordance with Clause 5.4.2.
6.1.5. WD GLOBAL shall not be held liable for non-delivery of funds if there is no loss to any party.
6.2. Responsibilities of CLIENT
CLIENT shall have the following responsibilities related to this Service Agreement:
6.2.1. Settle the Available Local Funds into the WD GLOBAL Account in accordance with Clause 5.4.1.
6.3 Parties responsibilities
All Parties shall have the following responsibilities related to this Service Agreement:
6.1.1. Furnish all required documentation stipulated in this Service Agreement as reasonably requested by the
other Parties.
6.1.2. Make all reasonable efforts to ensure the security of funds related to any Transaction.

7. UNLAWFUL AND OTHER IMPERMISSIBLE USE

7.1. CLIENT confirms that it shall not use the Service to conduct transactions in connection with any prohibited
activities under applicable laws, and WD GLOBAL reserves the right to investigate any suspicious activity or in
response to any complaints or reported violations. When investigating any such activity, WD GLOBAL reserves the
right to report suspected unlawful activity to any appropriate regulatory or similar authority or person and to
provide such authority or person any relevant information, including personal data, and freeze all accounts and
transactions.
7.2. If WD GLOBAL detects any unusual or suspicious activity on CLIENT’s use of the Service, WD GLOBAL may
require CLIENT to contact WD GLOBAL or suspend the continued use of the Service until we can verify the activity.
7.3. WD GLOBAL may close and revoke any service with or without notice to CLIENT if, because of any change to
any applicable law, regulation, regulatory requirement or judicial decision, or in WD GLOBAL’s opinion, maintaining
or performing any obligation under the terms in this Agreement becomes illegal, or WD GLOBAL is otherwise
prohibited from doing so. If this happens, CLIENT must pay WD GLOBAL all liabilities on demand.
7.4. WD GLOBAL shall not be accountable for any loss of funds if funds are suspended or ceased by authorities as a
result of suspected prohibited or illegal activity, or actual prohibited or illegal activity under applicable laws.

8. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other Parties as follows:

8.1. It is validly existing and in good standing in the jurisdictions in which it is incorporated.
8.2. The KYC information provided by each Party to the other Parties is true, correct and valid. Further, each Party
shall ensure that such information provided to the other Parties remains true, correct and valid for the duration of
this Service Agreement.
8.3. Each Party is in compliance with all relevant laws and regulations related to the Transactions contemplated
herein, including but not necessarily limited to the laws in the Governing Jurisdiction, as stipulated in Clause
22below.

9. INTELLECTUAL PROPERTY RIGHTS

9.1. The Service is protected by copyright, trade secret and other intellectual property laws.

9.2 WD GLOBAL and/or our licensors own the title, copyright and other worldwide intellectual property rights in all
services relating to WD GLOBAL. Using WD GLOBAL and the Service does not grant the CLIENT any rights to WD
GLOBAL’s trademarks or service marks.

10. NON-DISCLOSURE AND CONFIDENTIALITY

The Parties further agree as follows:

10.1 All information, both explicit and implicit, relating to the Transaction forms the Confidential Information.
“Confidential Information” means any information or details howsoever concerning the Transactions and includes
the contact details (including the identities) (collectively the “Contact Details”) of any parties relating to the
Transactions. Confidential Information and contact details includes information or details which are provided by
one Party (the “Disclosing Party”) to the other Parties (the “Receiving Parties”), including the intellectual
property/marketing material produced by and disseminated by the Disclosing Party. Confidential Information may
be provided or obtained orally, in writing, visually, or stored or communicated to the Receiving Parties by way of
facsimile transmission, email, computer storage media or by any other means but excluding information or details:
(a) which are in the public domain at the date hereof;
(b) which are subsequently made known lawfully by any third party not connected with nor bound by any
obligation of confidence to the Parties or their respective owners, employees, officers or advisors;
(c) which were lawfully in the possession of the Receiving Parties prior to the date hereof and is or becomes
free from any restriction on its subsequent disclosure or use by the Receiving Parties;
(d) which subsequently pass into the public domain other than by reason of breach of the terms hereof; or
(e) which is required to be disclosed, retained or maintained by law or any regulatory or government authority.
10.2 The Receiving Parties hereby covenant that any Confidential Information provided by the Disclosing Party for
purposes of the Transactions will be used solely for that purpose and will not be passed on to any other third
parties other than those approved by the Disclosing Party in writing and even then only when those third parties
are signed up to an NDA/NCA with the Disclosing Party.
10.3 The Receiving Parties hereby warrant that with respect to the Confidential Information that they will take all
reasonably necessary steps to ensure that:
(a) at all times hereafter keep secret and confidential the Confidential Information so supplied by the Disclosing
Party;
 (b) the Confidential Information is protected with security measures and a degree of care that the Disclosing
Party would reasonably apply to its own confidential information;
(c) no copies in any form of the Confidential Information shall be made, or permitted or procured to be made
except (i) for the purpose of supplying Confidential Information to persons to whom disclosure of
Confidential Information is expressly permitted by this Service Agreement or (ii) with the prior written
consent of the Disclosing Party (including but not necessarily limited to Contact Details to a third party);
(d) any Confidential Information is not to be used to obtain a commercial, trading or other advantage with
direct relation to a proposed Transaction, nor any other commercial activity utilising and attempting to
profit from the Confidential Information in the future without the explicit written agreement of the
Disclosing Party;
(e) any written or oral announcement or disclosure (other than as permitted herein) of the Confidential
Information is not made;
(f) whether or not any Transactions proceed, the Confidential Information is not disclosed to any third party
(other than those agreed in writing between by the Disclosing Party; and
(g) any other party to whom disclosure of Confidential Information is permitted to be made by this Service
Agreement agrees before disclosure to be bound by the terms of this Agreement as if they were parties
hereto.

10.4 The Receiving Parties warrants that they will not deal directly with any party introduced by the Disclosing
Party referred to in the Contact Details other than by mutually agreed commercial terms to be agreed from time to
time and unless a Party can prove that they have been dealing with the introduced party prior to the introduction
by the other party related to a transaction of a similar nature to that introduced by the other party.
10.5 If any Party commences legal proceedings against another Party to interpret or enforce the terms of this
Agreement, the prevailing Party will be entitled to recover court costs and reasonable legal fees on the highest
allowable tariff and scale of fees.
10.6  The Receiving Parties accept that any breach of this Agreement could cause injury to the Disclosing Party and
that monetary damages may not be an adequate remedy.
10.7  In the event of a breach or threatened breach by a Receiving Party, the Disclosing Party shall be entitled to
injunctive relief in any court of competent jurisdiction and the Receiving Party shall reimburse the Disclosing Party
for any costs, claims, demands or liabilities arising directly or indirectly out of a breach. Nothing contained in this
Agreement shall be construed as prohibiting any Party from pursuing any other remedies available to it for a
breach or threatened breach.

11. FEES AND EXPENSES

11.1. The Parties agree that all expenses incurred related to this Agreement shall be for their own account without
recourse to any other Party for any reason whatsoever.

12. WAIVER

No failure or delay by either Party to exercise any right or remedy provided under this Service Agreement or by law
shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of
that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the
further exercise of that or any other right or remedy.

13. NO PARTNERSHIP OR AGENCY

Nothing in this Service Agreement is intended to, or shall be deemed to establish any partnership or joint venture
between any of the Parties, or constitute any party the agent of another Party in terms of being authorised by the
other Party to make or enter into any commitments for or on behalf of the other Party.

14. FURTHER ASSURANCE

Each Party shall use all reasonable and necessary efforts to ensure that any necessary third Party shall promptly
execute and deliver such documents and perform such acts as may reasonably be required for the purpose of
giving full effect to this Agreement.

15. SERVICE PROVIDERS

WD GLOBAL may use agents and/or third party service providers to help it deliver the Service to CLIENT. In any
event, all services provided by WD GLOBAL or its agents and service providers are performed at WD GLOBAL’s
discretion and subject to WD GLOBAL’s supervision and control.

16. DISCLAIMER OF LIABILITY

16.1 THE SERVICES ARE PROVIDED “AS IS” TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW.
WD GLOBAL DISCLAIMS ALL WARRANTIES AND CONDITIONS EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED
TO, IMPLIED WARRANTIES OF SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO
THE SERVICES, THEIR USE AND THE RESULTS OF SUCH USE. WD GLOBAL SPECIFICALLY DISCLAIMS ANY WARRANTY:
16.1.1 IN RESPECT OF SERVICES PROVIDED BY ANY THIRD PARTY;
16.2.1 THAT THE SERVICES AND THEIR AVAILABILITY WILL BE UNINTERRUPTED OR ERROR-FREE;
THAT DEFECTS WILL BE CORRECTED;
16.3.1 THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS;
16.4.1 THAT THE SECURITY METHODS EMPLOYED WILL BE SUFFICIENT; AND
16.5.1 REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY.
16.2 All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or
common law are excluded from this Agreement to the fullest extent permitted by applicable law.
16.3 Nothing in this Agreement excludes the liability of WD GLOBAL:
16.3.1 for death or personal injury caused by WD GLOBAL’s negligence;
16.3.2 for fraud or fraudulent misrepresentation; or
16.3.3 any statutory liability not capable of limitation.
16.4 Subject to clause 16.3, WD GLOBAL will not be liable whether in tort (including negligence or breach of
statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise for any
losses arising from the acts or omissions of the Client (including any failure of the Client to comply with applicable
law), loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or
information, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or
expenses however arising under this Agreement.
16.5 Subject to clause 16.3, WD GLOBAL’s total aggregate liability in contract, tort (including negligence or breach
of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in
connection with the performance or contemplated performance of this Agreement will be limited to the lesser of
£5,000 and the total Fees actually paid to WD GLOBAL by the Client in the 6 month period preceding the date on
which the claim arose.
16.6. In providing the Service to CLIENT, neither WD GLOBAL nor any of its affiliates, holding companies,
subsidiaries, employees, officers, directors, agents, service providers or subcontractors, makes any express
warranties or representation to CLIENT with respect to the Service except as set out in this Agreement, and all
implied and statutory warranties and representations, including without limitation any warranty of fitness for a
particular purpose, Clientability or non-infringement are hereby expressly disclaimed to the maximum extent
permitted by applicable law.
16.7. In no event shall WD GLOBAL or any of its affiliates, holding companies, subsidiaries, employees, officers,
directors, agents, service providers or subcontractors be liable to CLIENT or any third party for any indirect, special,
consequential, punitive, exemplary or incidental damages, whether based on negligence, willful misconduct, tort,
contract or any other theory of law, or for any damages for loss of data, loss of income, failure to realize expected
revenues or savings, loss of profits or any economic or pecuniary loss.

17. ASSIGNMENT
Client’s access to the Services is limited to the Client only, which may not be used by any other person.
18. TERMINATION

18.1. This Service Agreement may be terminated by WD GLOBAL or CLIENT for any reason within thirty (30) days
prior written notice to the other Parties.
18.2. Without prejudice to any rights that have accrued under this Service Agreement or any of its rights or
remedies, any of the Parties may at any time terminate this Service Agreement with immediate effect by giving
written notice to the other Parties if:

18.2.1. any Party fails to pay any amount due under this Service Agreement on the due date for payment and
remains in default not less than five (5) Business Days after being notified in writing to make such payment;
or
18.2.2. any Party breaches any material term of this Service Agreement and (if such breach is remediable) fails
to remedy that breach within a period of 5 Business Days after being notified in writing to do so; or
18.2.3. any Party repeatedly breaches any of the terms of this Service Agreement in such a manner as to
reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give
effect to the terms of this Service Agreement; or
18.2.4. any Party suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they
fall due or admits inability to pay its debts, or (being a company) is deemed unable to pay its debts, or
(being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so
doing, in either case, or (being a partnership) has any partner to whom any of the foregoing apply; or
18.2.5. any Party is subject to an Insolvency Event; and/or
18.2.6. any Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of
its business.

18.3. Other than as set out in this Service Agreement, no Party shall have any further obligation to any other Party
under this Service Agreement after its Termination.
18.4. Termination of the Service Agreement, howsoever arising, shall be without prejudice to any provision of this
Service Agreement which expressly or by implication is intended to come into or continue in force on or after
termination of this Service Agreement.
18.5. Termination of this Service Agreement, for any reason, shall not affect the accrued rights, remedies,
obligations or liabilities of the Parties existing at Termination including, for the avoidance of doubt, the right to
claim damages in respect of any breach of this Service Agreement existing at or before the date of Termination.

19. ANNOUNCEMENTS

Each party may, in its marketing materials, on its platform and its presentations, refer to the other as the customer
or supplier of the Services respectively, subject to the other's prior approval.

20. SEVERANCE

If any provision (or part of a provision) of this Agreement is found to be invalid, unenforceable or illegal, the other
provisions (or parts of any provisions) will remain in force.

21. NOTICES

21.1. Any notice or other communication required to be given to a Party under or in connection with this Service
Agreement shall be in writing and shall be delivered by next working day delivery service providing proof of
postage, at its registered office (if a company) or (in any other case) its principal place of business, or sent by
return receipt email to the individuals detailed below.
21.2. Any notice or communication shall be deemed to be received on signature of a delivery receipt, or if sent by
return receipt email, at 9.00 am on the next Business Day after transmission.
21.3. Notices shall be sent to the following:
To WD GLOBAL:
Address: 2 Kingdom Street, 6th Floor, Paddington, W2 6BD, United Kingdom
Email:  [email protected]

To CLIENT:
Address: its address used at the time of registration, and as stated above.
Email: its email address used at the time registration, and as stated above.

21.4. This Clause does not apply to the service of any proceedings or other documents in any legal action or, where
applicable, any arbitration or other method of dispute resolution.

22. GOVERNING LAW AND JURISDICTION

This Agreement will be governed by, and construed in accordance with, the laws of England and Wales and the
parties irrevocably submit to the exclusive jurisdiction of the English Courts..

23. ENTIRE AGREEMENT

This Agreement constitutes the whole agreement between the parties and supersedes any previous
agreement between us and supersedes any previous discussions, correspondence, arrangements or
understandings between us.

24. AMENDMENTS

WD GLOBAL reserves the right to amend this Service Agreement at any time and for whatever reason it may deem
proper, and any such amendment shall be binding upon notice to CLIENT by publication or other means of
communication, electronic or otherwise. This is unless CLIENT objects to those amendments by manifesting the
intention to terminate this Agreement in writing within five (5) days from notice of the amendments. CLIENT’s
failure to notify WD GLOBAL about this intention to terminate CLIENT’s membership as provided, and CLIENT
continued use of the Service, or both, shall be taken as CLIENT’s conclusive acceptance of the amendments.

IN WITNESS WHEREOF, each of the Parties has executed this Agreement, both Parties by its duly authorized officer,
as of the day and year set forth below.

WD GLOBAL SERVICES LIMITED CLIENT NAME: _____________

Signature: _____________________ Signature: ___________________

Name: _____________________ Name: DENNIS R. CABUHAT

Title: _____________________ Title: DIRECTOR

Date: _____________________ Date: 12TH AUG. 2021