Ogier Cayman
Terms and Conditions of Business - Legal Services
1
1.1

1.2

1.3

1.4

2
2.1

3
3.1

Introduction
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') 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
References in these Terms and Conditions andany accompanying engagement letter to we, our,us and the firm mean the Ogier legal partnershipin the Cayman Islands. Whilst it is part of Ogier,this partnership alone is fully and exclusively
responsible for providing legal services to you
under this engagement.
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 otherthan you.

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

We will contact you to agree what information anddocuments are required to satisfy our due
diligence checks, including the form of those
documents.

3.3

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

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
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 is

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.
Your Authorised 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 by telephonefrom time to time. That notification may comefrom you or other professional advisers or agentsor other third parties providing services for you in
relation to this engagement.
Due Diligence
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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Feesnot practical to charge on a provision basis suchas those relating to telephone calls, printing andregulatory compliance which are not included
within standard or fixed fees billed.
4.4

4.5

Where significant or unusual third party payments
are required we may forward any related invoices
to you for direct payment.
Although we may from time to time, at yourrequest, provide estimates of fees, disbursements
and charges that we anticipate will be incurred,these are only estimates and the actual fees,
disbursements and charges ultimately invoiced
may vary from those estimates.
We willendeavour to inform you as soon as possible if itappears that any estimate is likely to be exceededor if there are significant changes to the variables
on which the estimate was based. You may
request an update on fees at any time during thecourse of our engagement.

4.6

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 asthat in which the invoice is being issued using therelevant Financial Times rate as we may use fromtime to time.

4.7

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

We are required, by Cayman Islands law, to pay
secretarial overtime. Accordingly, we may charge
you secretarial overtime at the applicable rate incircumstances where you have requested work on
an expedited basis that requires secretarial
overtime outside of normal office hours.

4.10

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.

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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

Where we are holding money for you, on accountor otherwise, we may use this money towards
payment or part-payment of any of ouroutstanding invoices. Unless otherwise agreed
we will always inform you when this is being done.
Should you inform us in writing of a bona fidedispute in relation to our fees, disbursements or
charges, we will place such funds on a suspense
account pending resolution of any such dispute.

5.4

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).

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Payment

6.1

Invoices are usually rendered monthly in arrear
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 holdabout 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. Both parties
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 canreasonably be considered as confidential shall beconsidered 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 aneed to know basis and provided they are subject
to similar standards of confidentiality) Ogier
Confidential Information.
Neither party shall disclose to any third parties any
Client Information
or Ogier
Confidential
Information, as the case may be, unless:

7.6

7.7

(b)

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

The legitimate business purposes for which we
may use and disclose Client Information include
but are not limited to:(a)theprovision
andcontinuous
improvement of our services;(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 beliable for any losses suffered by you or a third party
as a result of a delay in providing our services or
our refusal to provide information regarding suchdelay.

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 public domain(otherwise than as a result of unauthorised or
improper conduct of the recipient);(e) disclosure is authorised pursuant to clause 2.1

other members of Ogier;From time to time we may wish to refer to you as aclient 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 public domain
or are otherwise not of a confidential nature.
Unless you advise us otherwise in writing (either
generally or in relation to any particular matter), we
will take it that you consent to this.

(b) the other party has consented to suchdisclosure;

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(a)

7.8

(a) such disclosure is permitted by these Terms
and Conditions;(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 of law)of any governmental, regulatory or supervisory
body; orWe may disclose Client Information for legitimate
business purposes to any of the following, which
may be in another country:(a)that other country may not provide thesame level or type of statutory (other legal)
protection as your country; and

(b)

7.11

in some circumstances, your Client
Information may be accessed by law
enforcement
agenciesand
otherauthorities to prevent and detect crimeand comply with legal obligations.

on your behalf, and which may include Client
Information;

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 to thisengagement.

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 those materials for the
purposes for which they were obtained and for all
reasonably associated purposes. Subject to theprovisions of applicable professional rules, you
are not entitled to receive or review our internalcorrespondence relating to your mattersirrespective 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

For the purposes of this clause 7:(a)Client Content means any document,
information and data provided to us by you or

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8(b)Generative AI (GenAI) means a type of
artificial intelligence that can create new content,such as text or images, by learning patterns
from existing data. It uses algorithms andtechniques such as deep learning and machinelearning 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 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.

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 in connection,with our services (whether caused, or contributed
to, by any act, omission or statement or by any
delay in acting or arising in any other way inconnection with our services), you and any suchparty may only have recourse to the assets of thefirm 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 thefirm or the partners or any other employee or
consultant of the firm pursuant to any professional
indemnity or similar insurance held or maintainedby 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, 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 or omissionsof its employees performed under the firm's
supervision or within the scope of the employee'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 shall belimited to US$7,500,000. This is agreed as areasonable limitation on our liability.
8.4

9

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.

10.4

In order to communicate with you efficiently, we
may communicate with you by unencrypted e-mail,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 orcontain viruses. We do not accept liability for any
interceptions, errors or omissions in the context ofa message sent by internet transmission.

10.5

Our advice is applicable to Cayman Islands law inforce at the time we provide our services and weare not responsible for advising on changes in thelaw after we have delivered our advice. We are
not responsible for compliance with any laws or
regulations of any jurisdiction other than the
Cayman 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 Cayman
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.

Termination
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.

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10.3

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.

9.1

9.3

possible as you become aware of a potential
conflict, or situation that may give rise to a conflict.

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 to anotheradviser of your choice.
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 ourengagement that you agree that we may represent,
now and in the future, existing or new clients in any
matters that are not substantially related to ourwork 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 that matter.
However, in instances in which we have no suchmaterial confidential information, you agree 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 the likelihood of aconflict arising, you must notify us as soon as

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10.8

11
11.1

12

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.
Governing Law and Jurisdiction
The terms of this engagement are governed by
the laws of the Cayman Islands. Subject to clause
12 both parties submit to the non-exclusive
jurisdiction of the courts of the Cayman Islands inrespect of any dispute arising out of or inconnection with the terms of this engagement.
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(London Court of International Arbitration 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
Cayman 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

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