Ogier Regulatory Consulting (Jersey) Limited
Terms and Conditions of Business1

Introduction and Definitions

1.1

Ogier is a multi-jurisdictional legal and fiduciary
services provider. It includes collectively Ogier
Legal Limited Partnership, Ogier Global Holding
Company Limited, any separate legal or limited
liability partnership (under the Ogier brand) andany of their subsidiaries, associates andundertakings (including any successor to any ofthem) wherever each and any of them may besituate . A full list of jurisdictions in which Ogier
operates and the main trading entities included
within Ogier is available in our Legal Notice atogier.com.

1.2

References in these Terms and Conditions andany engagement letter to we, our and us mean
the Ogier entity providing the Services and any
Employees. References to you and your mean
the Client and/or the Client Entity and any
appointees or employees.

1.3

Agreement means any agreement which
incorporates the Terms and Conditions madebetween Ogier and you relating to the provisionof the Services and includes a client
engagement email.

1.4

Affiliate means any parent or subsidiary of a
Client Entity or any other Client Entity which has
the same ultimate parent.

1.5

Business Day means any day on which
commercial retail banks are open for banking
business in Jersey (not being a Saturday or
Sunday).

1.6

Client means any persons or corporate body towhom we have agreed to provide Services
pursuant to an Agreement and may be a Client
Entity, Member, Affiliate, sponsor, promoter orother connected person of the Client.

1.7

Client Content means any document,
information and data provided to us by you or
on your behalf, and which may include Client
Information.

1.8

Client Entity means any person to which theServices are provided or are to be provided
pursuant to an Agreement.

1.9

Client Information has the meaning given to
the term 9.1.

1.10

Employees means all partners, directors,
officers, employees, consultants and agents of
the Ogier Group.

1.11

Generative AI (GenAI) means a type of
artificial intelligence that can create newcontent, such as text or images, by learning
patterns from existing data. It uses algorithms

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and techniques such as deep learning andmachine learning to generate data that is similar
to or a variant of the input data.
1.12

Gross Negligence in relation to a person,means a standard of misconduct beyond
negligence whereby a person acts or fails to act
with actual appreciation of an obvious,
unacceptable risk involved, or acts or fails to act
with serious disregard of or indifference to an
obvious, unacceptable risk.

1.13Intellectual Property Rights means patents,rights to and in inventions, trade-marks, trade
names, domain names, service marks, service
names, copyright and related rights, source
code, topography rights, rights to extract
information from databases, database rights,
rights in designs, design rights, rights in get-up
and look and feel, goodwill and the right to sue
for passing off or unfair competition, moral
rights, confidential information including know
how and trade secrets, and rights of confidence,
and all rights or forms of protection of a similar
nature or having equivalent or similar effect toany of them which may subsist anywhere in theworld, whether or not any of them are registeredand including applications for registration of anyof them.

1.14

Law and Regulation means any applicablelaw, order, regulation, rule, order of court, codeor similar in any jurisdiction, as amended, reenacted or modified from time to time.

1.15

Losses means any loss, cost, charge,
expense, payment, interest, demand, claim,
proceeding, suit, penalty, damages, legal fees,
liability,
obligation,
detriment,
adversejudgment, order or other sanction.

1.16

Members means the members, shareholders,
partners or similar as applicable from time totime of the Client Entity.

1.17

Operator means any director, general partner,
manager or trustee of the Client Entity andincludes, where applicable, any alternate
director.

1.18

Services means in respect of any Client or
Client Entity those services as agreed between
us and you in an Agreement from time to time
and to which these Terms and Conditions apply.

1.19

In these Terms and Conditions and in any
Agreement, any reference to:(a)a recital, a clause or a sub-clause is, unlessthe context otherwise requires, a reference toa recital, clause or sub-clause of such
Agreement or these Terms and Conditions;

(b)

(c)

1.20

1.21

1.22

2

these Terms and Conditions or to any
Agreement shall be construed as a reference
to such Agreement or document as amended,varied, modified, restated, supplemented,
novated or replaced from time to time; andany statute or statutory provision shall, unlessthe context otherwise requires, be construed
as a reference to such statute or statutory
provision as it may have been amended,
modified, extended, consolidated, re-enacted
or replaced and shall include any subordinate
legislation made thereunder.

publication you shall be deemed to have agreed
to these Terms and Conditions and all suchvariations.
3

Proper Instructions

3.1

We may rely and act upon Proper Instructions.
Proper Instructions means instructions andinformation:(a)In these Terms and Conditions and in any
Agreement, except where the context otherwise
requires, words denoting the singular include theplural and vice versa, words denoting a genderinclude every gender and references to persons
include bodies corporate and unincorporate.
The words execution, signed, signature andwords of a like import in these Terms andConditions and any Agreement shall be deemed
to include electronic signatures or the keeping ofrecords in electronic form, each of which shall beof the same legal effect, validity andenforceability as a manually executed signatureor the use of a paper based record keeping
systems, as the case may be, to the extent andas provided for in any applicable Law andRegulation.
Clause headings in these Terms and Conditions
and any Agreement are inserted for convenience
only and shall not affect the construction of theseTerms and Conditions or any Agreement.
Application of Terms and Conditions andVariation

2.1

These Terms and Conditions apply to all
Services provided by us to you and areincorporated into all Agreements as if set out infull therein. The Agreement and these Terms
and Conditions are together referred to hereinas the Client Agreement.

2.2

In the event of any inconsistency between theseTerms and Conditions and the terms of any
Agreement, the terms of the Agreement shallprevail.

2.3

If you instruct us to provide the Services to a
Client Entity both you and the Client Entity shallbe deemed to have agreed to, and be bound by,these Terms and Conditions.

2.4

We will provide, or arrange the provision of, theServices and will have the power, authority andright to act in accordance with the Client
Agreement.

2.5

We reserve the right to vary these Terms andConditions from time to time, including during thecourse of the provision of the Services, without
your prior consent. These Terms and Conditions
and any future variations will be published onogier.com by way of public notice to all current
and prospective clients. On the basis of such

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given or purportedly given by(i)any person we reasonably believe to
be authorised by you;(ii)

the Client;(iii)

any Operator; or(iv)

any secretary of the Client Entity (ifnot provided by Ogier);(b)given by letter, fax or any means of electronictransmission (including email, any client
service portal or other means ofcommunicating over the internet) that isreceived by us in a form legible to us; or(c)given by means of telephonic communication
subject to the Client Entity and Ogier having
first agreed in writing the circumstances inwhich telephonic instructions may be given
and whether and when written confirmation ofsuch telephonic instructions is required.

3.2

We are not under any duty to make any enquiry
as to the genuineness or authenticity of any
instructions or the authority or identity of theperson giving them.

3.3

In order to communicate with you efficiently, we
may communicate with you by unencrypted email, unless you expressly instruct otherwise,
either generally, or for highly confidential
messages. Internet communications, however,cannot be guaranteed to be secure or error-free
as they may be intercepted, corrupted, lost,arrive late or contain viruses. Ogier shall beentitled for all purposes in relation to dealings
with all persons to rely on the authenticity andaccuracy of all information and communicationsof whatever nature (including through facsimile,email, client service portal, the internet or similarsystems) received by Ogier in good faith inconnection with the performance of its duties andshall not be responsible or liable to any person
for any Losses arising by virtue of any suchinformation or communication not being
authentic and/or accurate or any communicationtransmitted to or by Ogier having been interferedwith, intercepted or manipulated by any person.

3.4

We shall not be obliged to take or omit to takeany action pursuant to instructions where in our
opinion we have doubts as to the authority of theperson giving the instructions, such instructions
are not sufficiently clear and/or precise or do notcontain sufficient information to allow Ogier tocomply materially with such instructions.

3.5

3.6

request at any time during the Client
Agreement (whether by way of provision of
information in a take on form, supporting
documentation or otherwise) is complete,accurate and not misleading as at the date it
is given and Ogier will be kept fully andpromptly informed of any material changes insuch information;

None of we, Ogier or any Employee shall incur
any liability in respect of any action taken or nottaken by Ogier or any Employee in good faith inreliance upon Proper Instructions and the Client
and/or the Client Entity irrevocably indemnifies
Ogier and the Employees against Losses
suffered or incurred by any of them resulting
from any action taken or not taken by Ogier orthe Employees in good faith in reliance upon
Proper Instructions.
In providing the Services, we may refuse to act
or take any action or omit to take any action
which, in its opinion:(a)

may be contrary to any Law or Regulation;(b)

may be inconsistent with any duty owed by us
to the Client or the Client Entity; or(c)would result in the risk of prosecution or othersanction of any kind in any jurisdiction or thewithdrawal of, or imposition of any conditions
in respect of, any licence, consent or otherauthorisation issued to Ogier by any legal,
governmental or regulatory authority in any
applicable jurisdiction.

4

Due Diligence4.1

We are required to complete due diligence
checks on all new and existing Clients andClient Entities in accordance with the Laws andRegulations.
These checks will include
gathering information and documents to identify
and verify each individual or entity for whom we
act and, if applicable, certain persons
connected to them such as principals or
beneficial owners of that entity. We may
conduct
electronic
identity
verification
searches.

4.2

We will notify you of the information anddocuments we require to satisfy our due
diligence checks, including the form of those
documents.

4.3

We may refuse and/or immediately cease toprovide the Services if: (a) within a reasonable
period, you fail to produce or delay in producing
any information or documents (in a form
acceptable to us) we require for our due
diligence checks; or (b) we, in our absolute
discretion and without being required to give
rationale for our dissatisfaction, are not satisfied
with the outcome of our due diligence checks,
or you do not meet our internal client
acceptance criteria. If we so terminate ourengagement, that termination will be without
any liability on our part and without prejudice to
our ability to claim our fees, disbursements andcharges incurred prior to that termination.

5

Undertakings and Acknowledgements

5.1

You undertake and covenant that (in respect of
yourself and any Client Entity):(a)all information supplied to Ogier by the Client,
Client Entity or Affiliates at take on and on

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5.2

(b)

no instructions will require any unlawful act tobe undertaken by us or on our behalf;(c)

you will notify us, immediately upon becoming
aware, of (1) any act, omission or event which
may have a material effect on the Client Entity
or its activities or assets; (2) any actual or
threatened litigation or investigation by any
judicial or regulatory body in any jurisdiction;(d)

you will promptly provide us with all suchinformation and documentation which relate
to or affect the Services being provided under
the Client Agreement as we may reasonably
require to perform our duties; and(e)you will neither cause nor permit anything to
be done which will or is likely to impose any
civil or criminal liability or penalty on Ogier or
any of the Employees.

You acknowledge and accept that:(a)Ogier may be required to disclose informationin relation to the Client or the Client Entity toa foreign tax authority and/or report from time
to time to local tax authorities information
which may be exchanged to a foreign tax
authority;(b)

any advice that we provide is for your benefit
alone for the purpose of this engagement.
Unless we expressly agree otherwise, theadvice is not to be used or relied upon by third
parties. We accept no responsibility for any
consequences arising from reliance upon our
advice by any person other than you;(c)

the Services do not, and will not, include theprovision of any investment advice or any tax
or legal advice on the laws or regulations ofany jurisdiction and that any discussions that
Ogier may enter into with you from time totime in the course of the provision of theServices will be for general information
purposes only and no such discussions may
be relied upon by you as investment, legal or
tax advice;(d)at no time is the advice given by us to be
regarded or construed as evaluating or
recommending a commercial decision or agiven course of action. The determination andthe consequences of any course of action are
matters entirely to be determined by you; and(e)our advice is applicable to the laws of Jersey
in force at the time we provide our Services
and we are not responsible for advising onchanges in the law after we have delivered
our advice. We are not providing advice inrespect of compliance with any laws orregulations of any jurisdiction other thanJersey.
6

6.10

If another member of Ogier records time in acurrency other than that in which the invoice isbeing produced, the fees of that other Ogier
member will be converted to the same currency
as that in which the invoice is being issued
using the relevant oanda.com rate as we may
use from time to time.

Fees and Disbursements

6.1

Unless agreed otherwise, we shall be entitled tofees calculated in accordance with our scheduleof fees (whether fixed fees or time spent) inplace from time to time.

6.11

6.2

Our billing rates vary according to theexperience, qualifications and role of theindividuals involved. Our billing rates arereviewed from time to time and may be adjusted
as we consider necessary. The rates applied willbe those in force at the time the work isundertaken.

Our mandatory due diligence procedures may
result in a charge depending on the extent of thedue diligence required.

6.12

Our fees may be adjusted annually by reference
to inflation, overheads, competitor rates andsuch other factors as we may consider to be fairand reasonable.

We will add to your invoice any value added tax,
goods and services tax or other similar tax that
may be chargeable on all or any part of theservices which we provide as part of ourengagement or any disbursements or charges
in relation to those services.

6.13

In the event that you are required to withhold or
make any deductions in respect of any tax orsimilar levy, you will pay to us such additionalamount as will ensure we receive the same total
amount that would have been received if there
were no such withholding or deduction.

7

Payments on Account and Client Monies

7.1

We reserve the right to request a payment on
account of fees, disbursements and/or charges.

7.2

Where we are holding money for you, on
account or otherwise, we may use this money
towards payment or part-payment of any of ouroutstanding invoices. Should you inform us inwriting of a bona fide dispute in relation to ourfees, disbursements or charges, we will placesuch funds on a suspense account pending
resolution of any such dispute.

7.3

Any monies retained in our client account orheld in an account established for the Client or
the Client Entity (irrespective of the reason forwhich they are held) shall be placed on accountwith a bank separate from our own funds. In theevent of such a bank being unable to meet its
obligations to its creditors for any reason(including but not limited to any form ofinsolvency), we shall not be liable to any person
for any Losses (whether consequential orotherwise), damages or liabilities howsoever
arising and your liability for payment of our fees,
disbursements and charges shall remain
unaffected.

7.4

To the extent that tax is or is required to be
deducted from any amounts paid or received bya Client Entity, any Member or other connected
entity, we may account to the relevant tax
authorities for tax deducted.

7.5

Where we receive or are holding money for youon account or otherwise and we havesuspicions of money laundering or any illegal
activity we may be obliged to report thosesuspicions to the relevant authorities andreserve the right to refuse to transfer out suchmoney without the prior sanction of any relevant
authorities.

6.3

6.4

It is not our practice to notify you of changes tobilling rates but we will provide up to date
information upon request.

6.5

The Client Entity shall be responsible for thepayment of its own costs and expenses(whether incurred directly by the Client, theClient Entity or by Ogier).

6.6

By instructing us, you authorise us to incur andcharge for disbursements such as thoserelating to registry fees, court fees, courier
services, government fees, travel expenses andother third party charges. In addition, a sundry
expenses charge of up to 4% of fees may be
included in each invoice to cover general
expenses which it is not practical to charge on
a provision basis, such as those expenses
relating to telephone calls, printing, andregulatory compliance which are not included
within standard or fixed fees billed.

6.7

Where significant or unusual third party
payments are required we may forward any
related invoices to you for direct payment orrequest monies on account.

6.8

If a disbursement for which we request monies
on account is incurred in a currency other thanthat in which the invoice is being produced,
those disbursements will be converted to thesame currency as that in which the invoice isbeing issued using the relevant oanda.com rate
as we may use from time to time. Should there
be any currency fluctuations in the period
between the calculation being made and the
disbursement being settled, we reserve theright to charge you for the additional cost.

6.9

Where you settle an invoice in a currency otherthan that in which the invoice has been issued
we reserve the right to retain any resulting
foreign exchange gains unless you request
return of the excess (minus any bank charges
incurred in respect of that payment).

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7.6

Following termination of the engagement any
monies retained in our client account shall(subject to clause 8.5) be dealt with inaccordance with Ogier's client accountbalances procedure (a copy of which isavailable on request) which may involve any
negligible or untraceable amounts being paid
away to charity.

8

Payment

8.1

Unless otherwise agreed, and except where weissue an invoice for pre-payment of annual fees
for Services to be rendered and for applicablecharges to be payable by the Client Entity under
any Law and Regulation, invoices are usuallyrendered monthly in arrears and generally
include all fees, disbursements and charges
incurred up to the date of the invoice. Unlessotherwise agreed with us, payment is due
immediately.

8.2

If payment is not made within 30 days, we may
charge interest at a monthly rate of 2%.

8.3

Without prejudice to our right to claim interest, if
payment is not made when due (or if we request
payment on account of fees, if payment is notmade when requested), we may stop acting for
you and retain documents and papers
belonging to you, together with our own records
pending payment in full of all amounts due to
us.

8.4

8.5

9
9.1

confidential shall be considered Ogier
Confidential Information. Subject to clause
9.6, neither you nor any Client Entity shall at any
time disclose to any person (other than your or
its directors, officers, employees, consultants
and agents on a need to know basis andprovided they are subject to similar standards ofconfidentiality) Ogier Confidential Information.
Neither party shall without the written consent of
the other party, at any time after the terminationof its appointment under the Client Agreement,
represent itself as being in any way connectedwith or interested in the business of the other.
9.4

Where such Client Information consists ofpersonal data about you and/or your officers,
employees, shareholders, beneficial owners,
associates, agents and, where applicable, family
members you acknowledge that we may process
such personal data in accordance with any dataprotection legislation applicable to us and our
privacy policy which is available here. Bothparties and the Client Entity will comply withapplicable data protection legislation.

9.5

Neither party shall disclose to any third parties
any Client Information or Ogier Confidential
Information unless:

You and/or the Client Entity remain personallyresponsible for payment of our fees where it isintended that our fees will be met from any
source other than your own funds. You and/or
the Client Entity are liable when payment is due,
whether or not monies are available from any
such other intended source.
All fees, costs and expenses due to us pursuant
to the Client Agreement may be invoiced andcollected by any member of Ogier for and on
behalf of us. Payment by the Client Entity to any
member of Ogier will constitute a valid dischargeof the obligation to pay us.
Confidentiality, Intellectual Property andData Protection
References in these Terms and Conditions to
Client Information means all the details we holdabout you and the matters upon which we are
instructed by you, whether those details aresupplied by you or come from third parties. We
are committed to ensuring that Client Information
is kept confidential in accordance with theseTerms and Conditions.

9.6

(a)

such disclosure is permitted by these Terms
and Conditions;(b)such information is already in the publicdomain or known to the recipient (otherwise
than as a result of unauthorised or improper
conduct of the recipient);(c)disclosure is required under any applicable
Law or Regulation, any order of a court withjurisdiction or pursuant to any direction,
request or requirement (whether or not having
the force of law) any governmental, regulatory
or supervisory body;(d)the disclosure of any information is to any
person we reasonably believe to beauthorised or engaged by you, for example
delegates or professional advisors who
receive the same under a duty ofconfidentiality;(e)the disclosure of any informationaccordance with clause 5.2; or(f)the disclosure of any information is with theconsent of the relevant parties to the Client
Agreement.

in

We may disclose Client Information for legitimate
business purposes to any of the following, which
may be in another country:

9.2

Subject to clauses 9.5 and 9.6 Ogier shall not at
any time disclose to any person, and shall treat
as confidential, any Client Information.

(a)other members of Ogier which haveagreed to be subject to the terms ofthese Terms and Conditions, including
this clause;

9.3

Any information related to the business,customers, finances, partners, employees or
consultants, of any Ogier entity which is
identified as or can reasonably be considered as(b)service providers or agents who aresubject to duties of confidentiality suchas auditors, credit reference agencies,

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insurers, debt collectors and providersof computing facilities.
9.7

9.8

9.9

9.10

9.11

You must ensure that any Client Information
provided to us has been provided legitimately
and that there is a legitimate basis under any
applicable data protection legislation forproviding such data to us.

9.12

Depending on the nature of the Services, any
entity within the Ogier Group may act as either
data controller or data processor. If applicable
the terms of the Agreement will set out theidentity of such persons.

9.13

You acknowledge that Ogier holds all Intellectual
Property Rights in our, or any other member ofOgier's,asrelevant,
working
papers,correspondence, files and records (other thanstatutory corporate records) and all informationand data held by us or another member of Ogier
relating to carrying out the Services and ourduties under the Client Agreement and, except
to the extent required by Law and Regulation,neither you nor any Client Entity shall have any
right of access thereto or control thereover.

9.14

All Intellectual Property Rights in original
materials that we generate for our clients vest on
creation in us. You are entitled to use thosematerials for the purposes for which they wereobtained and for all reasonably associatedpurposes. Subject to the provisions of applicableprofessional rules and codes of conduct, Law
and Regulation, you are not entitled to receive orreview our internal correspondence relating to
your matters irrespective of whether our fees on
those matters included the production of that
correspondence.

9.15

In connection with the receipt of our Services
you may provide us with Client Content in which
you own or have a licence to use the Intellectual
Property Rights in conjunction with theServices. Subject to clauses 9.2 and 9.5, you
acknowledge and agree that we may use the
Client Content for the purpose of providing or inconnection with the Services and you grant us
a licence/ sub-licence, as appropriate, for these
purposes.

9.16

Subject to clauses 9.2 and 9.5, you acknowledge
and agree that we may use Generative AI inconnection with the provision and continuous
improvement of our services and that all
Intellectual Property Rights in the outputs ofGenerative AI used for such purposes vest in
Ogier to the extent permitted by law.

9.17

Nothing in this clause 9 grants or purports togrant Intellectual Property Rights in the Client
Content to us or any other member of Ogier. We
will not hold ourselves out as having Intellectual
Property Rights in the Client Content.

10

Limitation of Liability and Indemnity

10.1

Without limitation to the remainder of this clause
10, our aggregate liability in contract and in tort(including negligence) or under statute orotherwise for any Losses suffered by you or any
other persons that may arise from or in

The legitimate business purposes for which weuse and may disclose Client Information include
but are not limited to:(a)theprovision
andcontinuous
improvement of the Services to you ora Client Entity;(b)general client and matter management,
undertaking internal conflict of interest
checks, anti-money laundering andfinancing of terrorism checks, analysing
Ogier's performance and generatinginternal financial and marketing reports;(c)

assessing legal and financial risks andcollecting debts;(d)ensuring that our client care is of thehighest quality;(e)marketing our services or appropriate
services of Ogier to you in the future,
which may involve contacting you or,where applicable, individuals withinyour organisation using the contact
details that you have provided to us.

From time to time we may wish to refer to you asa client of Ogier in publications or othermarketing material. We may also wish to referto matters on which we have acted for you where
we reasonably consider that such matters are in
the public domain or are otherwise not of aconfidential nature. Unless you advise us
otherwise in writing (either generally or in relation
to any particular matter), we will take it that youconsent to this.
If we have suspicions of money laundering
based on information obtained by us
professionally, it may be necessary or
appropriate for us to report those suspicions to
the relevant authorities. Such a report does notbreach any duty of confidentiality owed, and weshall not be liable for any Losses suffered as aresult of a delay in providing the Services or forour refusal to provide information regarding suchdelay.
Where any transfer of Client Information as
described in these Terms and Conditions is toany person in another country, such transfer ison the basis that anyone to whom we pass it
provides an adequate level of protection.
However:(a)that other country may not provide thesame level or type of statutory (otherlegal) protection as your country; and(b)in some circumstances, your Client
Information may be accessed by law
enforcement agencies and otherauthorities to prevent and detect crimeand comply with legal obligations.

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connection with the Services shall be limited tothree times the fee paid under the Client
Agreement for the previous 12 months. This isagreed as a reasonable limitation on our liability.
10.2

We will not be liable for any failure or delay inproviding any Services as a result of
circumstances beyond our control including,
without limitation, fire, flood, storm, earthquake,wars and riots.

10.3

Neither Ogier nor any of the Employees shall, in
the absence of fraud, wilful default or Gross
Negligence, be liable for any Losses suffered or
incurred by the Client and/or Client Entity at any
time from any cause whatsoever arising out of
any act or omission on the part of Ogier inconnection with Ogier's duties under the Client
Agreement.

10.4

10.5

11

Termination

11.1

The termination of the Client Agreement shall be
without prejudice to any antecedent liability ofthe parties to the Client Agreement and, without
limitation, Ogier shall be entitled to receive allfees, disbursements and other expenses
accrued due up to the date of such terminationand for any fees, disbursements and charges
associated with the transfer of the Client Entity's
files to another service provider of your choice.

11.2

The Client Agreement shall be terminatedimmediately upon one party giving to the otherparties notice of termination in the event of:

The Client and/or or Client Entity shall indemnify(on a full indemnity basis) Ogier and the
Employees against any Losses which may besuffered or incurred by Ogier or any of the
Employees from time to time in connection withthe provision of Services save where such
Losses arise from the fraud, wilful default or
Gross Negligence of Ogier.

(a)either party becoming insolvent or going into
liquidation (other than a voluntary liquidation
for the purpose of reconstruction or
amalgamation upon
terms
previously
approved in writing by the parties to thisagreement) or a receiver being appointed orsome event having equivalent effectoccurring; or(b)either party committing a material breach of
the Client Agreement and (if such breach iscapable of remedy) that party not making
good such breach within thirty days of service
upon the party in breach of notice requiring
the remedy of such breach.

The indemnity set out at clause 10.4:(a)extends to any Losses suffered or incurred in
respect of proceedings, claims or demands
brought against any indemnified person by
any third party arising out of or in connection
with the provision of the Services;

11.3

Without prejudice to the generality of theforegoing, a material breach of the undertakingsin clause 5 shall not be capable of remedy.

11.4

Without prejudice to the right to terminate inclause 4.3, 11.2 and 11.5 we may terminate ourengagement in respect of any Client or Client
Entity immediately where we consider, in oursole and absolute opinion that:(b)

may be called upon in respect of claims,
proceedings or demands whether or not Ogieris a party and whether or not Ogier has
suffered any Losses; and(c)may be called upon in respect of claims,
proceedings or demands brought against an
indemnified person who (i) has ceased to bea member of Ogier; or (ii) has ceased to be an
Employee.

(a)your actions may potentially breach any Law
or Regulations;(b)the Client or any Client Entity may be unable
to meet any of its contractual payment
obligations to us; or

10.6

Ogier shall send to the Client Entity (inaccordance with the notice procedures set out inclause 16) as soon as practicable all notices ofclaims, summons or writs which it receives fromthird parties relating to the Client Entity and shallbe under no further liability in relation thereto
having acted as aforesaid.

(c)the Client, any Client Entity or any of its
connected persons is or may be (i) underinvestigation by any legal, judicial, fiscal,
regulatory or police body in any jurisdiction or(ii) threatened with or charged with any
criminal offence in any jurisdiction.

10.7

Ogier shall not be required to take any legal
action on behalf of the Client Entity unless Ogierso agrees and unless Ogier is fully indemnified
to its satisfaction against all costs and liabilities
howsoever connected with such actions. If the
Client Entity requests Ogier in any capacity totake any action, which in the opinion of Ogier
may make it or its nominee liable for the paymentof money or liable in any other way and if Ogierso agrees then Ogier shall be kept indemnified
in a form satisfactory to it as a prerequisite totaking such action.

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11.5

Without prejudice to the right to terminate inclause 4.3, 11.2 and 11.4, either party may
terminate our engagement in respect of any
Client or Client Entity upon giving three months'
notice in writing.

11.6

Subject to Ogier's obligations pursuant to any
Law and Regulation applicable to it (including,
without limitation, relating to its anti-money
laundering obligations), upon termination of the
Client Agreement for whatever reason:(a)subject to clause 8 above Ogier shall, at thecost of the Client Entity, deliver to the Client
Entity the Client Entity's records and alldocuments pertaining to the business andaffairs of the Client Entity in the possession ofOgier; and(b)Ogier may notify the registrar of companies
and any other registry or person on behalf of
the Client Entity that the registered office andthe business address of the Client Entity is nolonger located at the offices of Ogier, and theClient Entity authorises Ogier to deliver such
notifications on behalf of the Client Entity.

11.7

You acknowledge that all of Ogier's working
papers relating to carrying out its duties are theproperty of Ogier and not the Client or the Client
Entity.

12

Conflicts of Interest

12.1

Our services are not exclusive and we or any
member of Ogier shall be free to provide similar
services to other persons. We or any memberof Ogier shall not be deemed to be given noticeof, or to be under any duty to disclose to, theClient Entity, any fact or thing which may cometo our notice or the notice of any member ofOgier or any of the Employees in the course ofOgier or any member of the Ogier Group
providing similar services to other persons or in
the course of its business in any other capacity
or in any manner whatsoever otherwise than in
the course of carrying out its duties under the
Client Agreement.

12.2

Each Client and Client Entity acknowledges thatin providing similar services to other persons,members of Ogier may provide services toclients where the interests of that client and you
may conflict. Each Client and Client Entity
permits us to act, or continue acting, in suchcircumstances.

12.3

The Client and the Client Entity consents to us
and any other member of Ogier acquiring,holding, disposing of or otherwise dealing withfor their own account or for the account of any
other client or other person (or their nominee)
any
securities
or
other
investments(notwithstanding that those securities or otherinvestments may also be held by or on behalf of
the Client or Client Entity) and acknowledges
that neither we nor any other member of Ogier
shall be liable to account to any person for any
profits or benefits made or derived by it inconnection with any such transactions.

13

Restrictive Covenants
The Client shall not, during the course of theprovision of the Services or for a 12 month period
following termination, solicit, entice away or
employ (or endeavour to solicit, entice away or
employ) any Employees who have been involvedin the provision of the Services at any time within
the previous 12 months.

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14

General

14.1

The Client Agreement sets out the entire
agreement and understanding between theparties in respect of its subject matter.

14.2

The Client Agreement shall be binding uponand inure to the benefit of the parties, theirsuccessors and permitted assigns.

14.3

Subject to clause 14.4, no party shall be entitledto assign or otherwise transfer the benefit orburden of the Client Agreement to any otherperson without the prior written consent of theother parties.

14.4

We are entitled to assign the benefit of the Client
Agreement to a company which is an Affiliate ofOgier or to any corporation into which we may be
merged or with which we may be consolidated or
to any corporation resulting from any merger orconsolidation in which we shall be a party.

14.5

If any Client and/or Client Entity is more than one
person, all obligations (including those as topayment of fees) will be joint and several andeach person appoints the other to act as theiragent to exercise full power and authority withrespect to the Services. Each such person
agrees that where we have or an Ogier entity has
a right against any of them under the Client
Agreement, we or the relevant Ogier entity may
choose in its absolute discretion which of them itshall make its claim against and each of themwaives any rights it may have under applicablelaw to require that we or the relevant Ogier entity
first has recourse to and exhausts the assets ofany other of them before making a claim against
it and/or that we or the relevant Ogier entity
makes simultaneous claims in appropriate
proportions against any of them.

14.6

If at any time any one or more of the provisionsof the Client Agreement is or becomes invalid,illegal or unenforceable in any respect under
any law, the validity, legality and enforceabilityof the remaining provisions shall not be in any
way affected or impaired thereby.

14.7

None of the parties to the Client Agreement shalldo any act, matter or thing which would or might
prejudice or bring into disrepute the business or
reputation of the other parties to the Client
Agreement.

14.8

The rights of the parties under the Client
Agreement are cumulative, may be exercised
as often as they consider appropriate and are in
addition to their respective rights under thegeneral law. They shall not be capable of being
waived or varied otherwise than by an express
waiver or variation in writing, and in particular
any failure to exercise or any delay in exercising
any of such rights shall not operate as a waiveror variation of that or any other right. No act orcourse of conduct or negotiation on the part ofeither party shall in any way preclude it fromexercising any right or constitute a suspension

or variation of any right that it may have under
the Client Agreement.
14.9

Each party shall do, execute and perform such
further acts, deeds and documents as may berequired to give full legal and practical effect to
the Client Agreement.

14.10

Where specifically agreed with you or a Client
Entity, we will keep documents in its safe
custody facilities. In the absence of Gross
Negligence we will not be liable for any such
documents which are stolen or damaged as aresult of fire water or other damage. We will not
accept items such as bearer instruments.

14.11

The Client Agreement constitutes a contract forthe provision of services and not a contract of
employment.

14.12

Nothing in the Client Agreement shall constituteOgier or any Employee a director of the Client
Entity.

14.13

None of the provisions of the Client Agreement
shall create or be deemed to create a
relationship of partnership between the parties to
the Client Agreement.

14.14

We shall for the purposes of the Client
Agreement be deemed to be an independent
contractor and, unless otherwise expressly
authorised pursuant to Proper Instructions, shallhave no authority to act on behalf of or torepresent the Client Entity in any way orotherwise be deemed to be an agent of the Client
Entity or to have power to enter into anytransaction or bind the Client Entity.

15

Complaints
Any complaints will be dealt with in accordancewith our complaints procedure in force from time
to time, a copy of which is available on request.

16

Notices

16.1

Notices to be given under the Client Agreement
shall be delivered by hand or mailed by prepaid
airmail or emailed to the respective addresses as
notified to the other for the purpose, in default of
which, to the registered office or the last known
usual address.

16.2

Where delivered personally such notice shall bedeemed given at the time of delivery; where
mailed, such notice shall be deemed to be duly
given on the seventh day after the date of
mailing, and where emailed, shall be deemed tobe duly given on the Business Day following thedate sent.

17

Governing Law and Jurisdiction

17.1

The Client Agreement is governed by and shallbe construed in accordance with the laws ofJersey.

17.2

Each of the parties to the Client Agreement
irrevocably agrees that the courts of Jersey shall

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have jurisdiction to hear and determine any suit,action or proceeding, and to settle any disputes,
which may arise out of or in connection with the
Client Agreement and, for such purposes,
irrevocably submits to the jurisdiction of suchcourts.
17.3

The submission to the jurisdiction of the courts
referred to above shall not (and shall not be
construed so as to) limit the right of either party
to take proceedings against the other party in
any other court of competent jurisdiction nor
shall the taking of proceedings in any one ormore jurisdictions preclude the taking ofproceedings in any other jurisdiction, whether
concurrently or not.

June 2024