# Cyprus Partner Statement of Work — Sub-Contract — Template | Field | Value | |---|---| | Document type | Sub-contract / Statement of Work between Interlegal and a Cyprus delivery partner (ICPAC firm, corporate-services provider, director-services firm, valuer, etc.) | | When used | Whenever Interlegal subcontracts any portion of S1/S2/S3 delivery to a Cyprus-based partner. Instantiated **only after** verification CLOSED — POSITIVE per [[process/partner-verification]] methodology + [[17-partner-verification-request]] outreach. | | Owner role | Engagement Partner (signatory); operations manager (drafter); compliance officer (conflict check) | | Gate status | G1 + G2 + G3 mandatory before partner is granted access to client information or matter folder. Pre-condition: verification CLOSED — POSITIVE on `/staff` "Cyprus Partner Verification" panel. | | Related stages | Inputs: [[01-engagement-letter-S2]] scope + verification outcome on `/staff`. Drives: any partner-delivered work product feeding [[04-substance-gap-analysis]], [[06-substance-memo-annual]], [[07-td4-tax-return-extract]] | | Office 365 mirror | `/Interlegal — Cyprus IP Box/Partners/{{candidate-slug}}/sow-{{matter-id}}.docx` | --- **Statement of Work** **under Master Services Agreement dated {{MSA_DATE}}** Our ref: {{MATTER_ID}} / SOW / {{PARTNER_SHORT_NAME}} SoW number: {{SOW_NUMBER}} Effective date: {{SOW_EFFECTIVE_DATE_ISO}} --- ## 1. Parties **(1) Interlegal Limited**, a Cyprus advocates' firm with offices at {{INTERLEGAL_CY_ADDRESS}} ("**Interlegal**"); and **(2) {{PARTNER_LEGAL_NAME}}**, a {{PARTNER_ENTITY_TYPE}} incorporated in {{PARTNER_JURISDICTION}} under reg. no. {{PARTNER_REG_NO}}, with offices at {{PARTNER_ADDRESS}}, regulated by {{PARTNER_REGULATOR}} (member no. {{PARTNER_REG_MEMBER_NO}}) ("**Partner**"). [INSTRUCTION TO USER: confirm Partner's regulator. ICPAC for accountants; Cyprus Bar Association for advocates; CySEC where investment services; Real Estate Agents Council; etc. A partner without an applicable regulator is a flag for additional due diligence.] ## 2. Background 2.1 Interlegal has entered into an engagement letter dated {{CLIENT_EL_DATE}} with **{{CLIENT_LEGAL_NAME}}** (the "**Ultimate Client**") in respect of the matter referenced above. 2.2 Interlegal wishes to subcontract the services described in §3 below to Partner; Partner wishes to provide those services on the terms set out herein and in the master services agreement between the parties dated {{MSA_DATE}} ("**MSA**"). In the event of conflict between this SoW and the MSA, this SoW prevails for this matter. [INSTRUCTION TO USER: The MSA template is [[19-master-services-agreement]] (T-19). Default path — sign MSA first (one-off, umbrella) and reference its date in `{{MSA_DATE}}` above; subsequent SOWs reuse the same MSA. Alternative path (first-engagement only) — AS may elect single-SOW model: strike "and in the master services agreement…" through "(`MSA`)" in §2.2 and import MSA clauses inline from T-19 §3 (warranties), §6 (exclusivity), §8 (backup-partner), §4.5 (versioning rule). Same "SoW prevails" wording stays.] ## 3. Scope of services (Partner deliverables) 3.0 **Constellation selection.** Per [[ADR-006]] §"Engagement constellation" and the verification outcome on `/staff`, Partner is engaged under one of two constellations. Select **Variant A** or **Variant B** below; delete the unused variant at instantiation. ### Variant A — Single-firm (Constellation A) Partner internalises all three Cyprus-side sign-offs (corporate filings + audit + ruling submission + court representation). Requires Partner to hold ICPAC licence + Bar member in-house. 3.1.A Partner shall provide the following Services in respect of the Ultimate Client: | # | Deliverable | Description | Format | Due date | |---|---|---|---|---| | D-1 | Cyprus Ltd incorporation | Incorporation filings, share register, board minutes, registered-office binding, banking introduction | Companies House confirmation pack + bank account opening confirmation | Matter cockpit Stage 2.1 | | D-2 | Advance tax ruling submission | Ruling draft finalised from Interlegal first-draft; submission to Cyprus Tax Department; correspondence handling | Filed ruling application + Department correspondence log + ruling decision | Stage 3.x | | D-3 | Annual statutory audit + TD4 + IP Box claim filing | Audit performed; TD4 filed; IP Box claim attached; audit opinion signed | Audit report + filed TD4 + sign-off certificate | Stage 5.x annual cycle | | D-4 | G5 sign-off across workstreams | G5 review + sign-off on DEMPE-Substance memo, IP Income Allocation memo, TP memo, GAAR memo per [[ADR-005]] + [[ADR-006]] ownership matrix | Sign-off block on each memo PDF | Per memo due date in matter cockpit | | D-5 | Joint cadence participation | Weekly Tuesday G4/G5 call (45 min); monthly cross-firm calibration (90 min) per [[joint-cadence]] | Attendance + action-items captured in matter cockpit | Standing | ### Variant B — Split-firm (Constellation B) Partner acts as coordination layer; G5 splits into G5a (Bar firm) + G5b (ICPAC firm); affiliate firms hold professional sign-off authority. **Three parallel SOWs required** — this SOW with Partner; separate SOWs with each affiliate firm. 3.1.B Partner shall provide the following Services in respect of the Ultimate Client: | # | Deliverable | Description | Format | Due date | |---|---|---|---|---| | D-O1 | Cyprus Ltd incorporation + secretary services | Filings, share register, board minute attestation, registered office, secretary services | Companies House confirmation pack | Stage 2.1 | | D-O2 | Banking introduction | Introduction + onboarding coordination | Bank account opening confirmation | Stage 2.2 | | D-O3 | Substance validation review | Review of substance memo + DEMPE evidence pack per [[ADR-004]] | Review note appended to substance memo | Stage 4.x | | D-O4 | Ruling-draft coordination | Coordinates Interlegal first-draft → affiliate Bar firm finalisation → submission | Coordination log + handoff record | Stage 3.x | | D-O5 | Joint cadence — coordination role | Attends weekly + monthly calls; manages affiliate-firm cadence side | Attendance + action-items | Standing | 3.1.B affiliate firm SOWs are referenced as **Annex 5** (Bar firm SOW digest) and **Annex 6** (ICPAC firm SOW digest). Affiliate firms carry G5a / G5b deliverables professionally. 3.2 Each deliverable shall meet the acceptance criteria set out in **Annex 1**. 3.3 **Out of scope**: Partner shall not, without Interlegal's prior written consent, (a) communicate directly with the Ultimate Client save in respect of operational matters listed in Annex 2; (b) extend or modify scope; (c) sub-subcontract any portion of the Services. Affiliate firms named in Annexes 5–6 are not sub-contractors — they are co-engaged firms with own SOWs. ## 4. Fees 4.1 **Fee model**: ☐ Fixed fee ☐ Time and materials ☐ Capped T&M ☐ Mixed (per deliverable). 4.2 **Amount**: {{FEE_AMOUNT_AND_BASIS}}. > **Reference bands (per [[ADR-006]] partner economics — Sprint 1.5+):** > > | Component | Variant A (single-firm) | Variant B (Partner = coordination only) | > |---|---|---| > | S2 turnkey per matter | EUR 5,000–8,000 fixed | EUR 3,000–5,000 fixed (Partner share) | > | Resident director retainer | EUR 1,500–3,000 / year | per affiliate director SOW | > | Banking introduction | EUR 500–1,500 per successful onboarding | EUR 500–1,500 | > | S3 ongoing retainer | EUR 350–600 / month per matter | EUR 250–400 / month (Partner share) | > | G6 coordination | 10–15% of external counsel invoice | 10–15% | > | S0 Existing Company Diagnostic | EUR 1,500–3,000 per matter | per role split with affiliates | > > Variant B total per matter (S2-equivalent across three engaged firms): EUR 7,500–13,500 vs Variant A EUR 5,000–8,000 — split-firm carries operational overhead reflecting separate professional-liability layers. 4.3 **Disbursements**: passed through at cost with supporting receipts; pre-approval required for any single item exceeding EUR {{DISB_APPROVAL_THRESHOLD}}. 4.4 **Invoicing**: monthly in arrears, broken down by deliverable; invoices addressed to Interlegal (not the Ultimate Client); payment terms 30 days from receipt of valid invoice. 4.5 **Withholding**: any tax that Interlegal is required by law to withhold will be withheld and a receipt provided. ## 5. Service levels (SLAs) | Metric | Target | Measurement window | Remedy on breach | |---|---|---|---| | Response to operational query | within {{SLA_RESPONSE_HRS}} hours, business days | rolling 30 days | service credit {{CREDIT_1}}% | | Delivery against milestone dates (D-1, D-2, …) | 100% on or before due date | each milestone | service credit {{CREDIT_2}}% per business day of delay | | Quality (rework events triggered by Interlegal review) | ≤ {{REWORK_TARGET}} per quarter | quarterly | partner-side root-cause memo + remediation plan | | Substance-presence (where Partner provides directors / office) | physical presence on minimum {{PRESENCE_DAYS}} business days per month | monthly | written explanation; repeat → termination right | [INSTRUCTION TO USER: SLAs must reflect what Interlegal actually monitors. Don't include metrics you have no way to verify — they invite gaming.] ## 6. Conflicts of interest 6.1 Partner warrants that, as at the effective date, it acts for no party adverse to the Ultimate Client in relation to the matter, and that no Partner principal holds a material interest in any counterparty to the matter. 6.2 Partner shall maintain an ongoing conflicts register and notify Interlegal in writing within five business days of any newly identified conflict, real or potential. 6.3 In the event of an unresolvable conflict, Partner shall, at Interlegal's election, either (a) withdraw from the conflicting engagement, (b) implement an ethical wall acceptable to Interlegal, or (c) terminate this SoW without penalty. ## 7. Confidentiality and data protection 7.1 Partner shall keep confidential all information received in connection with the Services and shall use it solely for the purpose of performing the Services. 7.2 Partner shall comply with applicable data-protection law, including Regulation (EU) 2016/679 (GDPR) and the Cyprus Processing of Personal Data Law [VERIFY:current Cyprus data-protection law citation]. The data-processing addendum at **Annex 3** forms part of this SoW. 7.3 Partner shall use the secure portal designated by Interlegal for transfer and storage of matter information; transmission by personal email, public file-share services, or unencrypted media is prohibited. ## 8. Anti-money-laundering and sanctions 8.1 Partner shall maintain AML/CFT and sanctions-screening procedures consistent with Cyprus Law N.188(I)/2007 as amended, and shall promptly notify Interlegal of any matter giving rise to suspicion. 8.2 Where Partner is a regulated AML/CFT obliged entity, Partner shall not rely on Interlegal's CDD without express written agreement. ## 9. Independence and professional standards 9.1 Where Partner is appointed as auditor, ICPAC member firm, director-services provider, or other regulated capacity in respect of the Ultimate Client, Partner shall comply with the independence and ethical standards of its regulator at all times, irrespective of any instruction received from Interlegal. ## 10. Liability and indemnity 10.1 Partner's aggregate liability under this SoW is capped at the greater of (a) EUR {{PARTNER_LIAB_CAP}} or (b) three (3) times the fees paid to Partner under this SoW, save for liability for fraud, wilful misconduct, breach of confidentiality, breach of data-protection law, or any sum that cannot be limited by law. 10.2 Partner shall maintain professional indemnity insurance with cover of not less than EUR {{PARTNER_PII_LIMIT}} per claim with a Cyprus-authorised insurer and shall provide evidence of renewal annually. 10.3 Each party shall indemnify the other against losses arising from its own gross negligence, wilful misconduct, breach of regulatory requirements, or breach of confidentiality. ## 11. Term and termination 11.1 This SoW commences on the effective date and continues until the latest of the deliverable due dates plus any agreed warranty period, unless earlier terminated. 11.2 Either party may terminate this SoW: (a) for material breach not cured within 30 days of written notice; (b) on Partner's loss of regulatory licence; (c) on insolvency of either party; (d) on conflict of interest that cannot be cured per §6.3; (e) on six months' notice for convenience after the first 12 months. 11.3 On termination, Partner shall return or destroy all matter information per Interlegal's written direction and provide a certificate of destruction within 14 days. ## 12. Governing law and jurisdiction This SoW is governed by Cyprus law. The Cyprus courts (Limassol District Court) have exclusive jurisdiction. --- **For Interlegal Limited:** ______________________ Name: {{ENGAGEMENT_PARTNER_NAME}} Title: Partner Date: ______________________ **For {{PARTNER_LEGAL_NAME}}:** ______________________ Name: {{PARTNER_SIGNATORY_NAME}} Title: {{PARTNER_SIGNATORY_TITLE}} Date: ______________________ --- **Annex 1** — Acceptance criteria per deliverable **Annex 2** — Approved direct communications with Ultimate Client **Annex 3** — Data-processing addendum (Controller-to-Processor or Joint Controller, as applicable) **Annex 4** — KYC pack on Partner and its UBOs **Annex 5** — Affiliate Bar firm SOW digest (Variant B only; full Bar firm SOW under separate cover) **Annex 6** — Affiliate ICPAC firm SOW digest (Variant B only; full ICPAC firm SOW under separate cover) --- ## Quality gates - **G1 — Author self-check**: All placeholders filled; deliverables, fees, SLAs and dates are specific; conflict check complete; PII evidence collected. - **G2 — Peer review**: A second partner has reviewed scope-vs-EL alignment, liability cap, and independence implications; redlines resolved. - **G3 — Compliance / risk**: AML re-check on Partner; sanctions screen on Partner principals; data-processing addendum in place; regulator membership verified at source. - **G4 — Portal**: Signed SoW filed in matter folder; Partner granted least-privilege portal access (per Annex 1 scope only); reminder set for any renewal / re-screen date.