Ogier (Ireland) LLP
Terms and Conditions of Business - Legal Services

1

Introduction

1.1

Ogier is a multi-jurisdictional legal and fiduciary
services provider. It is not a legal entity but
includes collectively Ogier Legal Limited
Partnership, Ogier Global Holding Company
Limited, separate legal or limited liability
partnerships (each using the name 'Ogier') 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 at www.ogier.com.

1.2

1.3

1.4

1.5

References in these Terms and Conditions andany accompanying engagement email or letter
to we, our, us and the firm means Ogier(Ireland) LLP, a partnership of solicitors
operating from its office at Percy Exchange, 834 Percy Place, Dublin 4, Ireland DO4 P5K3
which is authorised to operate as a limited
liability under section 125 of the Legal Services
Regulation Act 2015. Whilst it is part of Ogier,this limited liability partnership alone is fully andexclusively responsible for providing legal
services to you under this engagement.

electronic signatures or the keeping of records
in electronic form, each of which shall be of thesame legal effect, validity and enforceability asa manually executed signature or the use of
paper based systems, as the case may be, tothe extent and as provided by relevant law andregulation.
1.6

We may vary these Terms and Conditions fromtime to time, including during the course of theprovision of legal services, without your priorconsent. These Terms and Conditions and any
future variations will be published onwww.ogier.com by way of public notice to all
current and prospective clients. On the basis ofsuch publication you shall be deemed to haveagreed to these Terms and Conditions and allsuch variations.

2Your Designated Representative
In our provision of legal services you authorise
us to deal with any designated representative
notified to us in writing (including by email) or bytelephone from time to time. That notification
may come from you or other professional
advisers or agents or other third parties
providing services for you in relation to thisengagement.

The word "partner" means an employee,
consultant, member, partner or limited partnerof the relevant Ogier partnership or affiliate
assuming the title of partner.

3

Due Diligence

3.1

References in these Terms and Conditions andany accompanying engagement email or letterto you or your, means the Client named as set
out in the engagement email or letter or if noengagement letter or email is issued, the person
or persons to whom we have expressly agreed
to provide legal services. Unless we expressly
agree otherwise this does not include any third
parties who may instruct us on your behalf suchas legal representatives or other advisers,
directors, shareholders or employees. Any
advice that we provide is for your benefit alone
and solely for the purpose of this engagement.
Unless we expressly agree otherwise, theadvice is not to be used or relied upon by third
parties(including
yourassociates,
shareholders, owners, directors, employees,
beneficiaries or any other interested parties).
We accept no responsibility for any
consequences arising from reliance upon our
advice by you other than in the context of thisengagement, or in any circumstances by anyother person.

We are required to complete due diligence
checks on all Clients. These checks will include
gathering information and documents to identify
and verify each Client and, if applicable, relatedparties such as controllers and anyone on
whose behalf you are acting. You and any
person acting on your behalf are required tokeep Ogier fully and promptly informed of any
material changes in such information including
the ownership or control of the Client. We may
conduct
electronic
identity
verification
searches.

3.2

Either the lawyer or fee earner responsible foryour engagement or a member of the take onteam will contact you or your designatedrepresentative to agree what information anddocuments are required to satisfy our due
diligence checks.

3.3

We may immediately stop acting for you if any
information or documents (in a form acceptable
to us) we require for our due diligence checks is
not produced. If we exercise this right it will be
without any liability on our part and without
prejudice to our ability to claim our fees,
disbursements and charges incurred prior tothat termination.

The words execution, signed, signature andwords of a like import in connection with thisengagement shall be deemed to include

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3.4

4
4.1

4.2

5
5.1

We are not permitted to provide final advice toenable a transaction to complete until our due
diligence checks have been finalised. Any
advice that we give to you prior to thecompletion of the due diligence checks will betaken to be preliminary advice on which you
cannot place any reliance and for which we
accept no liability.

those relating to telephone calls, printing andregulatory compliance which are not included
within standard or fixed fees billed.
5.4

Although we may give estimates of fees,
disbursements and charges, the amounts
ultimately invoiced may vary from thoseestimates. We will endeavour to inform you assoon as possible if it appears that any estimate
is likely to be exceeded or if there are significant
changes to the variables on which the estimate
was based. Failure to do so will not affect ourability to charge and your liability to pay the fullamount of fees incurred.

5.5

If another member of Ogier records time in acurrency which is different to the billing currency
the fees of that other Ogier member will be
converted to the billing currency using therelevant Oanda rate as we may use from time totime. If a disbursement for which we requestmonies on account is denominated in a currency
which is different to the billing currency, thedisbursements will be converted to the billingcurrency using the relevant Oanda rate as we
may use from time to time. Should there be any
currency fluctuations in the period between thecalculation being made and the disbursement
being settled we reserve the right to charge forthe additional cost.

5.6

Where more than one member of Ogier is
instructed to act on the same or similar matters,
any member of Ogier can bill on behalf of theother members instructed.

5.7

In the event that we are requested andauthorised by you to provide copies of due
diligence records to third parties outside ofOgier, we may charge a fee depending on theextent of the due diligence required.

5.8

Where we are providing legal services to you inyour capacity as trustee of a trust or
administrator of any other legal or non-legal
body and we receive a data protection subject
access request from a person related to thattrust or body we reserve the right to charge you,to the extent permissible, for any costs incurredin complying with that request.

5.9

Unless expressly quoted as including value
added tax, all prices quoted are exclusive of
value added tax, goods and services tax orother similar taxes or duties. We will add to yourinvoice any such tax that may be chargeable inrespect of all or any part of the services which
we provide as part of our engagement or any
disbursements or charges in relation to thoseservices.

5.10

If you are required to withhold or make any
deductions in respect of any tax or similar levy,
you will pay to us such additional amount toensure that we receive the same total amountof the invoices.

Appointment of Professionals
Where you instruct us to assist with theselection and engagement of counsel, experts,
agents, lawyers or other professionals thosethird parties will be engaged by us as your agent
and you will be responsible for their charges(whether settled directly or added as a
disbursement on our invoice). We shall not be
responsible for any act or omission of such
persons or, subject to clause 9, for the selectionof those third parties nor for any loss or damage
caused by inaccurate, incomplete or late
instructions.
Where necessary in the course of acting for you
we may request that a member of Ogier trading
under the name of Ogier Global provides
fiduciary services to you and their terms andconditions available here will apply to thoseservices. Unless agreed otherwise the fees ofOgier Global will be added as a disbursementon our invoice to you.
Fees, Disbursements and Expenses
Unless otherwise agreed, the time spent by ourlawyers and other fee earners will be thestarting point for the assessment of our fees.
However we are entitled to take into account,when assessing rates and fees generally, otherfactors including the importance, urgency,
novelty and complexity of the matter, the values
involved, the number and length of any
documents involved, any special skills required
and the firm's experience, expertise andprecedents. We are always willing to discusswith you a fair and reasonable method todetermine our fees (including fixed fees) inany specific case. You may request an
update on fees at any time during the course of
our engagement.

5.2

Our billing rates vary according to theexperience, qualifications and role of theindividuals involved and are reviewed from time
to time and may be adjusted as we consider
necessary without notice. The rates applied willbe those in force at the time the work isundertaken and are available on request.

5.3

You authorise us to incur and charge for
disbursements such as those relating to registryfees, court fees, courier services, government
fees, travel expenses and other third party
charges. In addition, a sundry expenses chargeof up to 5% of fees may be included in each
invoice to cover general expenses which it is notpractical to charge on a provision basis such as

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5.11

Overtime charges may apply in respect ofadministrative services in circumstances where
you have requested work on an expedited basisthat requires overtime outside of normal officehours.

6

Payments on Account and Client Account
Funds

6.1

We reserve the right to request a payment at
any time on account of fees, disbursements
and/or charges. Where significant or unusual
third party payments are required we may
forward any related invoices to you for direct
payment.

6.2

We reserve the right to refuse to incur
significant expenses or charges or engage withthird parties on your behalf unless we are inreceipt of monies on account. We further
reserve the right to require you to engage
directly with a third party.

6.3

All clients' money accepted by the firm will beheld in an account separate from the firm's
money. It will be held on trust or on account forthe client as applicable. We pay interest on
clients' money in certain circumstances. Pleaseask if you would like further details of this.

6.4

6.5

Any monies retained in our client account(irrespective of the reason for which they areheld) shall be placed on account with a bank inaccordance with any relevant professionalrules. In the event 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 costs, claims or expenses or any losses(whether consequential or otherwise), damages
or liabilities howsoever arising and your liability
for payment of our fees, disbursements andcharges shall remain unaffected.
Paragraph 6.4 shall not apply in respect ofundertakings we provide to any of our clients orto third parties as part of the legal services
which we provide (unless otherwise expressly
stated in the terms of the undertaking).

6.6

Where we are holding money for you on
account or otherwise and we have suspicions ofmoney laundering or any illegal activity wereserve the right to refuse to transfer out suchmoney without the prior sanction of any relevant
authorities. We may not be able to notify you of
the reasons for such refusal.

6.7

We will return any residual client funds as soon
as there is no longer any proper reason to retain
those funds. We will make reasonable attempts
to trace you (or, where different, the owner ofthe funds) by reference to the amount of money
remaining and the costs associated with tracing
you or the owner. Where you or the owner
cannot be traced or instructions cannot be
obtained or fulfilled for whatever reason andsubject to local professional rules, we will

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donate the funds to charity or as otherwise
agreed with the local law firm regulator.
7

Payment

7.1

Invoices are usually issued monthly in arrears
and generally include all fees, disbursements
and charges incurred and notified to us up to thedate of the invoice. Interim invoices may be
issued. Payment is due immediately and you
may be contacted by our credit control team in
relation to any unpaid invoices which are older
than 15 days.

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. Unless otherwise agreed(for example in the engagement email or letter,or fee estimate) or as otherwise provided byrelevant law or regulation we will inform you
when this is being done. Should you inform us
in writing within 7 days of the date of the invoiceof a bona fide dispute in relation to our fees,
disbursements or charges, we will place suchfunds on a suspense account pending
resolution of any such dispute.

7.3

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

7.4

Without prejudice to our right to claim interest, if
payment is not made when due in relation to
any invoice or request for monies on account,
we may stop acting for you or refuse to releasea work product and retain documents andpapers belonging to you, together with our own
records, pending payment in full. You agree that
this may act as a waiver (to the extent
permissible) of any local conduct rules on alawyer's ability to cease work.

7.5

Where we are instructed by more than one
client, responsibility for our fees will be joint andseveral unless agreed otherwise with us.

7.6

You remain personally responsible for paymentof our fees where it is intended that our fees will
be met from any source other than your own
funds. You are liable when payment is due,
whether or not monies are available from any
such other intended source and whether or not
the invoice is sent to a third party. Without
limitation this includes where instructions are
given on your behalf, or where you act astrustee or as liquidator, receiver or administrator
of a company or other body and our fees,
disbursements and charges are intended to be
met out of the other party's assets, or trust orcompany assets, as the case may be.

8

Confidentiality, Intellectual Property andData Protection

8.1

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.

8.2

Subject to clauses 8.5 and 8.6, we shall not at
any time disclose to any person, and shall treat
as confidential, any Client Information.

8.3

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 withapplicable data protection legislation and our
privacy policy which is available here or onrequest. Ogier and you will each comply with theapplicable data protection legislation.

8.4

8.5

Any information related to the business,finances, partner, employee or consultant, of any
member of Ogier which is identified as or canreasonably be considered as confidential (Ogier
Confidential Information) shall be treated asconfidential. Subject to clause 8.5, you shall not
at any time disclose to any person (other thanyour directors, officers, employees, consultants
and agents on a need to know basis andprovided they are subject to similar standards ofconfidentiality) Ogier Confidential Information.

8.7

(b)

professional third parties instructed by
us or you in connection with theengagement; and(c)service providers or agents who aresubject to duties of confidentiality suchas auditors, credit reference agencies,
insurers, debt collectors and providersof computing facilities.

The legitimate business purposes for which we
may use and disclose confidential Client
Information include but are not limited to:

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

8.10

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:

We may disclose confidential Client Information
for legitimate business purposes to any of thefollowing, which may be in another country:
other members of Ogier;(c)

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, and we shallnot be liable for any losses suffered by you or athird party as a result of a delay in providing ourservices or our refusal to provide information
regarding such delay.

(e) disclosure is authorised pursuant to clause
2.1.

(a)

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;

8.9(c) such information is already in the publicdomain (other than as a result of unauthorised or
improper conduct of the recipient);

8.6

(b)

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.

(b) the other party has otherwise consented tosuch disclosure;(d) the other party is required by any law,regulation, rule, code or order of any court,
tribunal or judicial equivalent or pursuant to any
direction, request or requirement (whether or nothaving the force of law) of any governmental,
regulatory or supervisory body; ortheprovision
andcontinuous
improvement of our services;

8.8

Neither party shall disclose to any third parties
any confidential Client Information or Ogier
Confidential Information, as the case may be,
unless:(a) such disclosure is permitted by these Terms
and Conditions;

(a)

8.11

(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.

You must ensure that any Client Information
provided to us has been provided legitimately
and with the relevant person's consent or
acceptance where necessary and where the
Client Information consists of personal data thatyou have complied with all applicable dataprotection legislation for providing such data to
us.

8.12

We are the primary data controller in relation tothis engagement.

8.13

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 our services and ourduties and, except to the extent required by law
and regulation, you shall not have any right ofaccess thereto or control thereover.

8.14

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, you are not entitled to receiveor review our internal correspondence relating to
your matters irrespective of whether our fees on
those matters included the production of that
correspondence.

8.15

8.16

8.17

8.18

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. Subject to clauses 8.2 and 8.5,
you acknowledge and agree that we may use the
Client Content for the purpose of providing or inconnection with our provision of the services andyou grant us a licence/ sub-licence, as
appropriate, for these purposes.
Subject to clauses 8.2 and 8.5, 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.
Nothing in this clause 8 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.
For the purposes of this clause 8:(a)

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

Generative AI (GenAI) means a type of
artificial intelligence that can create
new content, such as text or images, bylearning patterns from existing data. It
uses algorithms and techniques suchas deep learning and machine learning
to generate data that is similar to or avariant of the input data; and(c)Intellectual Property Rights means
patents, rights to and in inventions,trade-marks, trade names, domain

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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 lookand 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 natureor having equivalent or similar effect toany of them which may subsist
anywhere in the world, whether or not
any of them are registered andincluding applications for registration of
any of them.
9

Limitation of Liability

9.1

Our aggregate liability in contract and in tort(including negligence) or under statute orotherwise, for any loss, liability or damage
suffered by you or any other person that may
arise from or in connection with our services(Loss) shall be limited to £5,000,000. This isagreed as a reasonable limitation on ourliability. In the event we are acting for multiple
clients or there is more than one person who isfound to have suffered Loss the maximum
contractual aggregate liability will apply to beshared amongst all of those persons.

9.2

We shall not be liable for any Loss which isconsidered to be indirect or consequential loss
(including loss of business opportunity, loss of
profit or loss of anticipated saving or benefit).

9.3

We shall not be liable for any Loss directly
caused by, directly resulting from or directly
arising out of:(a)a Cyber Act;(b)

any partial or total unavailability or
failure of any Computer System;(c)the receipt or transmission of malware,
malicious code or similar by us or any
person acting on our behalf; or(d)the failure or interruption of service
provided to us or any other party acting
on our behalf by an internet service
provider, telecommunications provider
or cloud provider or by any utility
provider (where such failure orinterruption impacts a Computer
System owned or controlled by us or
any other party acting on our behalf).

For the purposes of this clause:
Cyber Act shall mean an unauthorised,
malicious or criminal act or series of related
unauthorised, malicious or criminal acts,
regardless of time and place, or the threat or
hoax hereof, involving access to, processing of,use of or operation of any Computer System;
andComputer System shall mean any computer,hardware, software, communications system,
electronic device (including but not limited tosmart phone, laptop, tablet, wearable device),server, cloud or microcontroller including any
similar system or any configuration of theaforementioned and including any associatedinput, output, data storage device, networking
equipment or back up facility owned or controlled
by us or any other party acting on our behalf.
9.4

9.5

If you, or a party whom you represent or who
otherwise may claim through you, suffer or incur
any Loss you and any such party may only haverecourse to the assets of the relevant Ogier
partnership you have engaged in respect of thatloss or damage. For the purpose of this clause
the assets of that partnership include all rights or
claims (including any indemnity) of thepartnership or the partners or any other
employee or consultant pursuant to any
professional indemnity or similar insurance heldor maintained by Ogier.
Apart from the relevant partnership's assets, you
and any such other party will have no recourse
to the personal assets of any partner, employee
or consultant, their respective personal
representatives or any related person. You
agree not to bring a claim against any of ouremployees or consultants personally (or in thecase of Ogier (Ireland) LLP, its partners or
members). This paragraph shall not exclude or
limit the liability of the relevant partnership for theacts or omissions of its employees performed
under its supervision or within the scope of theemployee's contract of employment.

9.6

If you have agreed to limit the liability of a coadviser or you are unable to recover from thatco-adviser for any reason, you also agree that
our liability of whatsoever nature and howsoever
arising is limited in the following way: our liability
excludes any amount which we would have been
entitled to recover from that co-adviser incontribution proceedings had you not agreed to
the limitation with that co-adviser or had you notbeen unable to recover from that co-adviser.

9.7

Any claim whether in contract or tort (including
negligence) or under statute must be madewithin three years of the date on which therelevant work was performed or if theengagement was terminated, within three yearsof the date of termination.

9.8

For the purposes of clause 9.7:(a)the date shall be the date when theearliest cause of action (in contract or
tort or under statute or otherwise) shallbe deemed to have accrued in respectof the relevant claim; and(b)a claim shall be "made" when court orother dispute resolution proceedings
are served on us.

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9.9

Nothing in these terms shall limit or exclude any
liability that cannot lawfully be excluded including
liability for fraud or fraudulent misrepresentation.

10

Termination

10.1

You may terminate our engagement at any timeby notice in writing to the partner responsible forthe matter.

10.2

In addition to the grounds for termination underparagraphs 3.3 and 7.4, we may also stop
acting for you in any of the following
circumstances: (i) we believe that your actions
may potentially breach any laws, regulations,rules or codes; (ii) we consider there has beena breakdown in confidence and trust betweenus; or (iii) in any other circumstances where, in
our opinion, it is not appropriate or possible for
us to continue acting.

10.3

If for any reason we cease to act for you before
the conclusion of the matter, you will be
responsible for our fees, disbursements andcharges incurred up to the date of terminationand for any fees, disbursements and charges
associated with the transfer of your files toanother adviser of your choice.

11

Conflicts of Interest

11.1

As a matter of policy we will not accept a generalretainer to act for you. We reserve the right todecline any matter for any reason, or to decline
to continue to act further on the grounds ofconflict of interest (as to which our determination
shall be final).

11.2

It is a condition of our engagement that we may
represent, now and in the future, existing or new
clients in any matters or disputes even thosepotentially or actually adverse to you or any ofyour affiliates. This only applies where thosematters or disputes are not substantially related
to our work for you and where we do not havematerial confidential information relevant to thematter or dispute. You acknowledge that suchcircumstances do not constitute a conflict ofinterest.

11.3

A conflict of interest does not necessarily arise
where we act for more than one party in thesame transaction or matter, although in order toso act we may need to seek the consent of you
and the other party. If you consent to us acting
for more than one party in relation to the same
subject matter you accept that we may come intopossession of information relevant to your matterfrom another party which we are unable to sharewith you, and you accept that this will not, of
itself, constitute a conflict of interest which would
prevent us from acting for you or the other party.

11.4

A conflict of interest may arise where our duties
to act in the best interests of two or more clientsin relation to the same or related matters conflictor where our own interests conflict with those of
our client. Subject to certain exceptions we areprohibited by professional rules governing theconduct of lawyers from acting in any matter
where there would be a conflict of interest or
significant risk of a conflict of interest. In orderto minimise the likelihood of a conflict arising,you must notify us as soon as possible as you
become aware of a potential conflict, or situationthat may give rise to a conflict.
11.5

Under no circumstances will we represent
parties on opposite sides of the same litigation orother proceedings. In the unlikely event that weare already engaged by clients who thenbecome adverse to one another, we will ceaseacting for one or both parties depending on theexistence of any applicable contractual terms.

12

Parallel Retainers – M&A Transaction

12.1

Where the engagement relates to you and anyother person (whether identified or not)competing for the same asset or objective you
confirm your consent for us to advise any of thefollowing: (a) other actual and potential
competing bidders or their providers of finance;and (b) other providers of professional services
engaged by them, whose interests may be
adverse to yours in connection with suchtransaction. We will only consider advisinganother party as well as you if we have satisfied
ourselves that (i) we are able to do so inaccordance with applicable laws and regulationsand (ii) sufficient resources are available toenable us properly to support more than one
client team. Where you irrevocably withdraw
from the transaction you specifically agree that
subject to treating all information confidential
individuals who have worked on yourengagement may act for the client(s) remaining.

12.2

With a view to protecting your interests, we will
put in place working arrangements intended topreserve the confidentiality of your informationand that of our other clients during any matter onwhich parallel retainers exist. These include
separate teams of partners and employees fordifferent clients and information barrier
procedures to prevent the flow of confidential
information between client teams.

12.3

As a result of these working arrangements, wemay become aware of confidential information
relating to another client that may be material in
the context of our work for you.
You
acknowledge that we will not disclose to you, oruse for your benefit, confidential information
relating to another client, nor will we be under
any obligation to you to do so. We will of course
apply the same principles, vice versa, in relation
to the non-disclosure of your confidential
information to other clients. Furthermore, we will
not be able to become involved for you (or theother client(s)) in direct litigation or regulatory
proceedings between you and the other client(s)in relation to a matter on which parallel retainers
exist, although by accepting your instructions we
confirm that we do not anticipate that this will be
an issue.

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13

General13.1

We will retain documents relating to thisengagement in accordance with our current
record retention policy.
All documentation(including original documentation) that we holdor are requested to hold for you in safekeeping
will be held by us at your risk and we accept no
responsibility or liability whatsoever orhowsoever arising in relation to the storage ordestruction or loss of any such documentation.
We recommend that you retain a copy of all such
documents for your own reference.

13.2

In order to communicate with you efficiently, we
may communicate with you by e-mail or othermethods of communicating via the internet. To
theextentpracticableanyinternet
communications will be encrypted. In limited
circumstances we may communicate with you
by unencrypted email unless you expressly
instruct otherwise Internet communications,however, cannot be guaranteed to be secure or
error-free as they may be intercepted,
corrupted, lost, arrive late or contain viruses.
We do not accept liability for any interceptions,errors or omissions in the context of a message
sent by internet transmission.

13.3

We will exercise reasonable skill and care in thecourse of our dealings with you. A relationshipof utmost good faith exists between us and you.
You agree that you will provide us with all
information and documentation that may
reasonably be required for us to advise you in
relation to our engagement. As such do not rely
upon us having any documentation or
information that you may have provided to us in
relation to any prior engagement. You mustensurethat
suchinformation
anddocumentation is and remains true, accurate
and complete in all material respects and is not
misleading. We will not seek to independently
verify the truth, accuracy or completeness of
information and documentation you supply to us
save where we specifically agree in writing to do
so.

13.4

If our service falls short of your expectations in
any way, please advise the partner responsible
for the matter immediately. A copy of ourcomplaints procedure is available on request.

13.5

Our advice is applicable to Irish law in force atthe time we provide our services and we are notresponsible for advising on changes in the law
after we have delivered our advice. We are notresponsible for compliance with any laws or
regulations of any jurisdiction other than
Ireland.
We therefore rely on the strict
understanding that you have obtained, or willobtain, proper professional advice on the lawsof every relevant jurisdiction other than those on
which Ogier (Ireland) LLP has expressly agreed
to advise.

13.6

13.7

Neither party shall be entitled to assign orotherwise transfer the benefit or burden of theengagement to any other person without theprior written consent of the other party unlesssuch assignment or transfer is by Ogier to a
successor in title or another member of Ogier.
Notwithstanding the references to "advice" inthese Terms and Conditions, you acknowledge
and agree that Ogier are acting in an"information" capacity and are contributing alimited part of the material on which you will rely
when making a decision. At no time is theadvice given by us to be regarded or construed
as evaluating or recommending a commercial
decision or a given course of action. The
determination and the consequences of any
course of action are matters entirely to be
determined by you. Without prejudice to clause
9 you agree that our liability is limited only to theextent of any financial consequences of theinformation being provided being wrong, even if
the information was critical to the decision ofwhether to enter into the transaction.

13.8

We do not provide investment advice andunless otherwise agreed by us in writing we do
not provide tax advice.

13.9

In the event that any provision of theengagement is held by a court or tribunal ofcompetent jurisdiction to be invalid, void orotherwise unenforceable, the provisions of thisengagement shall be severable and theremaining provisions shall remain enforceable.

13.10

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

14

Governing Law and Jurisdiction
The terms of this engagement are governed by
the laws of Ireland. Subject to clause 15 bothparties submit to the non-exclusive jurisdictionof the courts of Ireland in respect of any disputearising out of or in connection with the terms ofthis engagement.

15

Arbitration and Waiver of Legal Proceedings

15.1

Any claim, dispute and controversy arising out ofor in connection with our engagement (including,
without limitation, any question regarding thisengagement’s existence, validity or terminationor any claims of professional negligence) may,at Ogier (Ireland) LLP’s sole option, be referred
to and finally resolved by arbitration under the
LCIA Rules, which Rules are deemed to beincorporated by reference into this clause.
Judgment on the award(s) rendered by thearbitrator may be entered in any court having
jurisdiction thereof.

15.2

The number of arbitrators shall be one.

8 Ogier
JERLAW-44773106-2

15.3

The seat, or legal place, of arbitration shall be
Ireland.

15.4

The language to be used in the arbitralproceedings shall be English.

15.5

If a court action has been initiated by you at thetime that Ogier chooses to submit the matter toarbitration, then it is agreed that such court
action is to be discontinued, unless the arbitrator
finds that Ogier has waived such right by
substantially participating in the court action
without having raised its right under this clause.

September 2024