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

1
1.1

1.2

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') and any of their subsidiaries, associates
and undertakings (including any successor toany of them) wherever each and any of them
may be situate.. A full list of jurisdictions inwhich Ogier operates and the main trading
entities included within Ogier is available atwww.ogier.com.
References in these Terms and Conditions andany accompanying engagement letter to we,
our, us and the firm means Ogier (Guernsey)
LLP, the Ogier limited liability partnership in
Guernsey. Whilst it is part of Ogier, thispartnership alone is fully and exclusively
responsible for providing legal services to you
under this engagement.

1.3

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

1.4

We reserve the right to vary these Terms andConditions from time to time, including during
the course of the provision of legal services,
without your prior consent. These Terms andConditions and any future variations will be
published on www.ogier.com by way of public
notice to all current and prospective clients. On
the basis of such publication you shall bedeemed to have agreed to these Terms andConditions and all such variations. If you are an
individual consumer personally receiving thebenefit of our legal services (a consumer) andsubject to these Terms and Conditions, in theevent we make a material amendment to theseTerms and Conditions during the course of theprovision of legal services to you and except
where such change is required to comply withapplicable law, regulation or guidance, we will
give you notice of such material amendment
and should you choose not to accept theamendment, you will be entitled to terminate ourengagement in accordance with clause 9.

2
2.1

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 bytelephone from time to time. That notification
may come from you or other professional
advisers or agents or other third parties

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providing services for you in relation to thisengagement.
3

Due Diligence3.1

We are required to complete due diligence
checks on all new and existing clients. Thesechecks will include gathering information anddocuments to identify and verify each individual
or entity for whom we act and, if applicable,
each principal or 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 tosatisfy our due diligence checks, including theform of those documents.

3.3

We may immediately stop acting for you if,
within a reasonable period, you fail to produce
or delay in producing any information or
documents (in a form acceptable to us) werequire for our due diligence checks. If we soterminate our engagement, that termination 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.

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 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.

4
4.1

Fees
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 andprecedents. We are always willing to discusswith you a fair and reasonable method todetermine our fees in any specific case.

4.2

4.3

Our billing rates vary according to theexperience, qualifications and role of theindividuals involved. Our billing rates arereviewed from time to time and may be adjusted
as we consider necessary. The rates applied
will be those in force at the time the work isundertaken. It is not our practice to notify youof changes to billing rates but we will provide up
to date information upon request. If you areengaging us as a consumer and subject tothese Terms and Conditions, in the event wemake a change to our billing rates during thecourse of the provision of legal services to you
and if such change would affect the fees
payable by you to us pursuant to theengagement, we will give you notice of suchchange. Should you choose not to accept theamendment, you will be entitled to terminate ourengagement in accordance with clause 9.
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 otherthird party charges. In addition, a sundry
expenses charge of up to 4% of fees may be
included in each invoice to cover general
expenses which it is not practical to charge on aprovision basis such as those relating totelephone calls, printing and regulatorycompliance which are not included withinstandard or fixed fees billed.

4.4

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

4.5

Although we may from time to time, at yourrequest,provideestimatesof
fees,
disbursements and charges that we anticipate
will be incurred, these are only estimates andthe actual 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 ourengagement.

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
as that in which the invoice is being issued using
the relevant Financial Times rate as we may use
from time to time.

4.7

4.8

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 toreceipt of a signed mandate of release by you.
We will add to your invoice any value added tax,
goods and services tax or other similar tax that

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may be chargeable on all or any part of theservices which we provide as part of ourengagement or any disbursements or charges
in relation to those services.
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.

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

5.3

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. We will always inform you
when this is being done. Should you inform us
in writing 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.

5.4

Any monies retained in our client account(irrespective of the reason for which they areheld) shall be placed on account with a
Guernsey banking institution for the purposes of
the Banking Supervision (Bailiwick of Guernsey)
Law, 2020. In the event of such a banking
institution being unable to meet its obligations to
its creditors for any reason (including but notlimited to any form of insolvency), 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 orto third parties as part of the legal services
which we provide (unless otherwise expressly
stated in the terms of the undertaking).

5.6

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.

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6.1

Payment
Invoices are usually rendered monthly in arrears
and generally include all fees, disbursements
and charges incurred up to the date of theinvoice.
Interim invoices may be issued.

Unless otherwise agreed with us, payment isdue immediately.
6.2
6.3

6.4

6.5

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

(b) the other party has consented to suchdisclosure;(c) such information is already in the publicdomain (otherwise than as a result of
unauthorised or improper conduct of therecipient);

Where we are instructed by more than one
client, responsibility for our fees will be joint andseveral unless agreed otherwise with us.
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. Without limitation,and for the avoidance of doubt, this includes
where you instruct us as representative foranother party, as trustee or as liquidator,
receiver or administrator of a company and ourfees, disbursements and charges are intended
to be met out of the other party's assets, or trust
or company assets, as the case may be.
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
as confidential, 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 mayprocess such personal data in accordance withany data protection legislation applicable to us
and our privacy policy which is available here.
Both parties will comply with applicable dataprotection legislation.
Any information related to the business,customers, finances, partners, employees or
consultants, of any Ogier entity which is
identified as or can reasonably be considered
as confidential 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 needto know basis and provided they are subject tosimilar standards of confidentiality) Ogier
Confidential Information.

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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;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.

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7.4

7.5

(d) disclosure 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 not having
the force of law) of any governmental, regulatory
or supervisory body; or(e) disclosure is authorised pursuant to clause
2.1
7.6

7.7

7.8

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

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 Client Information include
but are not limited to:(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;(b)

assessing legal and financial risks andcollecting debts;(c)ensuring that our client care is of thehighest quality;(d)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.

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 itthat you consent to this.

7.9

7.10

7.11

If we have suspicions of money laundering
based on information obtained by us
professionally, it may be necessary or
appropriate for us to report those suspicions to
the relevant authorities. Such a report does notbreach any duty of confidentiality owed bylawyers to their client, and we shall not be liable
for any losses suffered by you or a third party asa result of a delay in providing our services or
our refusal to provide information regarding suchdelay.
Where any transfer of Client Information as
described in these Terms and Conditions is toany person in another country, such transfer ison the basis that anyone to whom we pass it
provides an adequate level of protection.
However:(a)that other country may not provide thesame level or type of statutory (otherlegal) protection as your country; and(b)in some circumstances, your Client
Information may be accessed by law
enforcement agencies and otherauthorities to prevent and detect crimeand comply with legal obligations.

7.16

Subject to clauses 7.2 and 7.5, you
acknowledge and agree that we may use
Generative AI in connection with the provisionand continuous improvement of our services
and that all Intellectual Property Rights in the
outputs of Generative AI used for such
purposes vest in Ogier to the extent permitted
by law.

7.17

Nothing in this clause 7 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.

7.18

For the purposes of this clause 7:

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

7.12

The primary data controller in relation to thisengagement is Ogier (Guernsey) LLP.

7.13

You acknowledge that Ogier holds all
Intellectual Property Rights in our, or any othermember of Ogier's, as relevant, 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.

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 ofapplicable professional rules, you are notentitled to receive or review our internalcorrespondence relating to your mattersirrespective of whether our fees on thosematters included the production of that
correspondence.

7.15

services and you grant us a licence/ sub-licence,
as appropriate, for these purposes.

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 in connection with our provision of the

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8
8.1

(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 newcontent, such as text or images, by learning
patterns from existing data. It uses
algorithms and techniques such as deeplearning and machine learning to generate
data that is similar to or a variant 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
informationfromdatabases,
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 asimilar nature or having equivalent or similareffect to any of them which may subsist
anywhere in the world, whether or not any ofthem are registered andincludingapplications for registration of any of them.

Limitation of Liability
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 orstatement or by any delay in acting or arising in
any other way in connection with our services),you and any such party may only have recourse
to the assets of the firm in respect of that loss ordamage. For the purpose of this clause theassets of the firm include all rights or claims(including any indemnity) of the firm or thepartners or any other employee or consultant of
the firm pursuant to any professional indemnity
or similar insurance held or 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, 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
shall be limited to £5,000,000. This is agreed
as a reasonable 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
to recover from that co-adviser in contribution
proceedings had you not agreed to the limitation
with that co-adviser.

8.5

9Nothing in these Terms and Conditions purports
to limit or exclude any liability which cannot belimited or excluded by law, including whereapplicable, our liability for death or personal
injury caused by our negligence.

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 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.

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10.1

10.2

We are prohibited by professional rules
governing the conduct of lawyers from acting in
any matter where there would be a conflict ofinterest 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
specific legal matter if we have obtained
confidential information from you that is material
to that matter. However, in instances in which
we have no such material confidential
information, you agree that we can represent
other clients in legal matters, even thosepotentially or actually adverse to you or any ofyour affiliates, without your further consent. In
order to minimise the likelihood of a conflictarising, you must notify us as soon as possible
as you become aware of a potential conflict, or
situation that may give rise to a 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 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.

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 the context of a message sent by internet
transmission.

10.5

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

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 that you may have provided to us in
relation to any prior engagement). You further
agree to ensure that such information 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 doso.

Termination

9.1

9.3

existing or new clients in any matters that are
not substantially related to our work for you.

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.
GeneralAs a matter of policy we will not accept a generalretainer to act for you and reserve the right not
to accept instructions in respect of any matter,or to decline to continue to act further on the
grounds of conflict of interest or otherwise (as towhich our determination shall be final). It is acondition of our engagement that you agree that
we may represent, now and in the future,

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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 Guernsey.
At no time is the advice given by us to be
regarded or construed as evaluating or
recommending a commercial decision or agiven course of action. The determination andthe consequences of any course of action are
matters entirely to be determined by you. We
do not provide investment advice and unlessotherwise agreed by us in writing we do notprovide 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.

10.9

If at any time any one or more of the provisionsof these Terms and Conditions is or becomes
invalid, illegal or unenforceable in any respect
under any law, the validity, legality andenforceability of the remaining provisions shallnot be in any way affected or impaired thereby.

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11.1

12

Governing Law and Jurisdiction
The terms of this engagement are governed by
the laws of Guernsey. Subject to clause 12 bothparties submit to the non-exclusive jurisdictionof the courts of Guernsey in respect of any
dispute arising out of or in connection with theterms of this engagement
Arbitration and Waiver of Legal Proceedings

12.1

Any claim, dispute and controversy arising outof or in connection with our engagement(including, without limitation, any question
regarding this engagement’s existence, validity
or termination or any claims of professional
negligence) may, at Ogier’s sole option, be
referred to and finally resolved by arbitration
under the LCIA Rules, which Rules are deemed
to be incorporated by reference into this clause.
Judgment on the award(s) rendered by thearbitrator may be entered 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
Guernsey.

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
finds that Ogier has waived such right by
substantially participating in the court action
without having raised its right under this clause.

September 2024
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