Ogier BVI
Terms and Conditions of Business - Legal Services
1

Introduction

1.1

Ogier is a multi-jurisdictional legal and fiduciary
services provider. It includes collectively Ogier
Legal Limited Partnership, Ogier Global Holding
Company Limited, separate legal or limited
liability partnerships (each using the name'Ogier') and any of their subsidiaries, associates
and undertakings (including any successor to anyof them) 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

beneficial owner of that entity. We may conduct
electronic identity verification searches.
3.2

Either the lawyer or fee earner responsible foryour engagement or a member of the legal
compliance team will contact you to agree what
information and documents are required to satisfy
our due diligence checks, including the form of
those documents.

3.3

References in these Terms and Conditions andany accompanying engagement letter to we, our,us and the firm mean the Ogier legal partnershipin the British Virgin Islands. Whilst it is part ofOgier, this partnership alone is fully andexclusively responsible for providing legal
services to you under this engagement.

We may immediately stop acting for you if, withina reasonable period, you fail to produce or delay
in producing any information or documents (in aform acceptable to us) we require for our due
diligence checks.
If we so terminate ourengagement, that termination will be without any
liability on our part and without prejudice to ourability to claim our fees, disbursements andcharges incurred prior to that termination.

3.4

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

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 the completion of thedue diligence checks will be taken to be
preliminary advice on which you cannot place any
reliance and for which we accept no liability.

4

Fees

4.1

Unless agreed otherwise, our fees are based ontime spent by our lawyers and other fee earners.
However we are entitled to take into account,when assessing rates and bills 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 and precedents. We arealways willing to discuss with you a fair andreasonable method to determine our fees in any
specific case.

4.2

Our billing rates vary according to the experience,
qualifications and role of the individuals involved.
Our billing rates are reviewed from time to timeand may be adjusted as we consider necessary.
The rates applied will be those in force at the time
the work is undertaken. It is not our practice tonotify you of changes to billing rates but we will
provide up to date information upon request.

4.3

By instructing us, you authorise us to incur andcharge for disbursements such as those relating
to registry fees, court fees, courier services,
government fees, travel expenses and other third
party charges. In addition, a sundry expenses
charge of up to 4% of fees may be included ineach invoice to cover general expenses which it

1.4

We reserve the right to vary these Terms andConditions from time to time, including during thecourse of the provision of legal services, without
your prior consent. 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 Authorised Representative

2.1

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 foryou in relation to this engagement.

3

Due Diligence3.1

We are required to complete due diligence checks
on all new and existing clients. These checks will
include gathering information and documents to
identify and verify each individual or entity forwhom we act and, if applicable, each principal or

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is not practical to charge on a provision basis
such as those relating to telephone calls, printing
and regulatory compliance which are not included
within standard or fixed fees billed.
4.4

4.5

4.6

4.7

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

5.4

Although we may from time to time, at yourrequest,provideestimatesof
fees,
disbursements and charges that we anticipate will
be incurred, these are only estimates and theactual fees, disbursements and charges
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. You may request an update on feesat any time during the course of our engagement.

Any monies retained in our client account(irrespective of the reason for which they are held)
shall be placed on account with a bank. In theevent of such 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 and charges
shall remain unaffected.

5.5

Paragraph 5.4 shall not apply in respect ofundertakings we provide to any of our clients or tothird parties as part of the legal services which we
provide (unless otherwise expressly stated in theterms of the undertaking).

6

Payment

6.1

Invoices are usually rendered monthly in arrears
and generally include all fees, disbursements andcharges incurred up to the date of the invoice.
Interim invoices may be issued. Unless otherwise
agreed with us, payment is due immediately.

6.2

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

6.3

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.

6.4

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

6.5

You remain personally responsible for payment of
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 otherintended source. Without limitation, and for the
avoidance of doubt, this includes where you
instruct us as representative for another party, as
trustee or as liquidator, receiver or administrator
of a company and our fees, disbursements andcharges are intended to be met out of the otherparty's assets, or trust or company assets, as thecase may be.

7

Confidentiality, Intellectual Property and Data
Protection

7.1

References in these Terms and Conditions to
Client Information means all the details we holdIf 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 Financial Times rate as we may use
from time to time.
Our mandatory due diligence procedures may
result in a charge depending on the extent of thedue diligence required. In the event that we arerequested to provide copies of due diligencerecords to third parties, we may charge a fee
depending on the extent of the due diligencerequired and will action only subsequent to receipt
of a signed mandate of release by you.

4.8

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 inrelation to those services.

4.9

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.

5

Payments on Account and Client Account
Funds

5.1

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

5.2

All clients' money accepted by the firm will be held
in an account separate from the firm's money. It
will be held on trust. We pay interest on clients'
money in certain circumstances. If you would likefurther details of this, please do not hesitate to ask
us.

5.3

outstanding invoices. We will always inform you
when this is being done. 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.

Where we are holding money for you, on accountor otherwise, we may use this money towards
payment or part-payment of any of our

2 OgierOgier Legal BVI Terms and Condition September 2024-16/09/2024

about you and the matters upon which we are
instructed by you, whether those details aresupplied by you or come from third parties.
7.2

Subject to clauses 7.5 and 7.6, we shall not at any
time disclose to any person, and shall treat asconfidential, any Client Information.

7.3

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 with any dataprotection legislation applicable to us and our
privacy policy which is available here. Bothparties will comply with applicable data protection
legislation.

7.4

7.5

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 asconfidential shall be considered
Ogier
Confidential Information. Subject to clause 7.5,
you shall not at any time disclose to any person(other than your directors, officers, employees,
consultants and agents on a need to know basis
and provided they are subject to similar standardsof confidentiality) Ogier Confidential Information.

7.7

(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 Ogier's services to you in the
future, which may involve contacting youor, where applicable, individuals withinyour organisation using the contact
details that you have provided to us.

7.9

If we have suspicions of money laundering basedon information obtained by us professionally, it
may be necessary or appropriate for us to report
those suspicions to the relevant authorities. Sucha report does not breach any duty of confidentiality
owed by lawyers to their client, and we shall not
be liable for any losses suffered by you or a third
party as a result of a delay in providing ourservices or our refusal to provide information
regarding such delay.

7.10

Where any transfer of Client Information as
described in these Terms and Conditions is to any
person in another country, such transfer is on thebasis that anyone to whom we pass it provides anadequate level of protection. However:(c) such information is already in the publicdomain (otherwise than as a result of
unauthorised or improper conduct of therecipient);

7.6

the
provision
andcontinuous
improvement of our services;

From time to time we may wish to refer to you asa client of Ogier in publications or other marketing
material. We may also wish to refer to matters on
which we have acted for you where we reasonably
consider that such matters are in the publicdomain or are otherwise not of a confidential
nature. Unless you advise us otherwise in writing(either generally or in relation to any particularmatter), we will take it that you consent to this.

(b) the other party has consented to suchdisclosure;(d) we are 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 not having the force oflaw) of any governmental, regulatory or
supervisory body; or

(a)

7.8

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

The legitimate business purposes for which we
may use and disclose Client Information include
but are not limited to:(e) disclosure is authorised pursuant to clause 2.1.

(a)

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

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 andotherauthorities to prevent and detect crimeand comply with legal obligations; or(a)other members of Ogier;(b)

service providers or agents who aresubject to duties of confidentiality such as
auditors, credit reference agencies,
insurers, debt collectors and providers ofcomputing facilities.

3 OgierOgier Legal BVI Terms and Condition September 2024-16/09/2024(e) disclosure is authorised pursuant to clause 2.1.
7.11

You must ensure that any Client Information
provided to us has been provided legitimately andthat there is a legitimate basis under any

applicable data protection legislation for providing
such data to us.
7.12

We are the primary data controller in relation tothis engagement.

7.13

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 our duties
and, except to the extent required by law andregulation, you shall not have any right of accessthereto or control thereover.

7.14

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.

7.15

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. Subject to clauses 7.2 and 7.5,
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.

7.16

Subject to clauses 7.2 and 7.5, 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.

7.17

Nothing in this clause 7 grants or purports to grant
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.

7.18(c) Intellectual 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 informationfrom databases, database rights, rights indesigns, 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 orforms of protection of a similar nature or having
equivalent or similar effect to any of them which
may subsist anywhere in the world, whether or not
any of them are registered and including
applications for registration of any of them.
8

Limitation of Liability

8.1

If you, or a party whom you represent or who
otherwise may claim through you, suffer or incur
any loss or damage (of whatsoever kind andhowsoever arising) arising out of, or inconnection, with our services (whether caused, or
contributed to, by any act, omission or statement
or by any delay in acting or arising in any otherway in connection with our services), you and any
such party may only have recourse to the assetsof the firm in respect of that loss or damage. For
the purpose of this clause the assets of the firm
include all rights or claims (including any
indemnity) of the firm or the partners or any other
employee or consultant of the firm pursuant to any
professional indemnity or similar insurance heldor maintained by Ogier.

8.2

Apart from the firm's assets, you and any suchother party will have no recourse to the personal
assets of any partner, or employee or consultant,their respective personal representatives or any
related person. You agree not to bring a claim
against any of our employees or consultants
personally. This paragraph shall not exclude or
limit the liability of the firm for the acts oromissions of its employees performed under the
firm's supervision or within the scope of theemployee's contract of employment with the firm.

8.3

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 shallbe limited to US$7,500,000. This is agreed as areasonable limitation on our liability.

8.4

If you have agreed to limit the liability of a coadviser, you also agree that our liability ofwhatsoever nature and howsoever arising islimited in the following way: our liability excludes
any amount which we would have been entitled torecover from that co-adviser in contribution
proceedings had you not agreed to the limitation
with that co-adviser.

For the purposes of this clause 7:
(a)

(b)

Client Content means any document,
information and data provided to us by
you or on your behalf, and which may
include Client Information;
Generative AI (GenAI) means a type of
artificial intelligence that can create newcontent, such as text or images, bylearning patterns from existing data. It
uses algorithms and techniques such as
deep learning and machine learning to
generate data that is similar to or avariant of the input data; and4 OgierOgier Legal BVI Terms and Condition September 2024-16/09/2024

9

Termination

9.1

You may terminate our engagement at any timeby notice in writing.

9.2

In addition to the grounds for termination underparagraphs 3.3 and 6.3, we may also stop acting
for you in any of the following circumstances: (i)we believe that your actions may potentiallybreach any laws, regulations, rules or codes; (ii)
we consider there has been a breakdown in
confidence and trust between us; or (iii) in any
other circumstances where, in our opinion, it is not
appropriate or possible for us to continue acting.

9.3

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 termination andfor any fees, disbursements and charges
associated with the transfer of your files toanother adviser of your choice.

10

General

10.1

As a matter of policy we will not accept a generalretainer to act for you and we reserve the right not
to accept instructions in respect of any matter, orto decline to continue to act further on the groundsof conflict of interest or otherwise (as to which ourdetermination shall be final). It is a condition of
our engagement that you agree that we may
represent, now and in the future, existing or new
clients in any matters that are not substantiallyrelated to our work for you.

10.2

We are prohibited 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. Without
your prior consent, we cannot and will not
represent any client adverse to you in a specificlegal matter if we have obtained confidential
information from you that is material to thatmatter. However, in instances in which we haveno such material confidential information, youagree that we can represent other clients in legal
matters, even those potentially or actually
adverse to you or any of your affiliates, without
your further consent. In order to minimise thelikelihood of a conflict arising, you must notify us
as soon as possible as you become aware of apotential conflict, or situation that may give rise toa conflict.

10.3

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

5 OgierOgier Legal BVI Terms and Condition September 2024-16/09/2024

10.4

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. We do not accept liability
for any interceptions, errors or omissions in thecontext of a message sent by internet
transmission.

10.5

Our advice is applicable to British Virgin Islands
law in force at the time we provide our services
and we are not responsible for advising onchanges in the law after we have delivered ouradvice. We are not responsible for compliancewith any laws or regulations of any jurisdiction
other than the British Virgin Islands.

10.6

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 (and do not rely upon
us having any documentation or information thatyou may have provided to us in relation to any
prior engagement). You further agree to ensurethat such information and documentation is andremains true, accurate and complete in allmaterial respects and is not misleading. We will
not seek to independently verify the truth,
accuracy or completeness of information anddocumentation you supply to us save where we
specifically agree in writing to do so.

10.7

We rely on the strict understanding that, if
appropriate, you have obtained, or will obtain,
proper professional advice as to the laws of every
relevant jurisdiction other than the British Virgin
Islands. At no time is the advice given by us to be
regarded or construed as evaluating or
recommending a commercial decision or a given
course of action. The determination and theconsequences of any course of action are mattersentirely to be determined by you. We do notprovide investment advice and unless otherwise
agreed by us in writing we do not provide tax
advice.

10.8

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.

11

Governing Law and Jurisdiction

11.1

The terms of this engagement are governed by
the laws of the British Virgin Islands. Subject toclause 12 both parties submit to the non-exclusive
jurisdiction of the courts of the British Virgin
Islands in respect of any dispute arising out of orin connection with the terms of this engagement.

12

Arbitration and Waiver of Legal Proceedings

12.1

Any claim, dispute and controversy arising out ofor in connection with our engagement (including,without limitation, any question regarding thisengagement’s existence, validity or termination or
any claims of professional negligence) may, atOgier’s sole option, be referred to and finallyresolved by arbitration under the LCIA Rules,
which Rules are deemed to be incorporated byreference into this clause. Judgment on theaward(s) rendered by the arbitrator may beentered in any court having jurisdiction thereof.
12.2

The number of arbitrators shall be one.

12.3

The seat, or legal place, of arbitration shall be the
British Virgin Islands.

12.4

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

12.5

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 findsthat Ogier has waived such right by substantiallyparticipating in the court action without having
raised its right under this clause.

September 2024

6 OgierOgier Legal BVI Terms and Condition September 2024-16/09/2024