1. Application of the terms of business

These terms of business (the “Terms of Business”) apply to any assignment to provide legal services to any person or entity (a “Client”) undertaken by the Firm (an “Assignment”).

By instructing the Firm to undertake an Assignment, a Client shall, unless otherwise agreed in writing, be deemed to have agreed to these Terms of Business, which are thus binding on the Client and on the Firm for purposes related to the Assignment.

2. Instructions

Except where such instructions will or may result in a violation of law, bar code rules or other regulations applicable to the Firm or may otherwise be inappropriate in each case as determined by the Firm in its sole discretion, Assignments will be carried out by the Firm on the basis of and in accordance with instructions by the Client.

3. Conflicts of interest

Prior to accepting an Assignment, the Firm will investigate and determine whether a conflict of interest exists, which prevents the Firm from accepting the Assignment.

The acceptance of an Assignment by the Firm shall not prevent the Firm from undertaking an Assignment from any other person or entity within the same industry as the Client.

4. Retainer

The Firm may request that the Client pay a retainer, either at the time of the Assignment being undertaken by the Firm, or at any time thereafter, in each case as deemed appropriate by the Firm in its discretion.

Where a retainer is paid to the Firm by a Client, interest shall accrue on the relevant amount at the interest rate applicable from time to time on the Firm’s account with its bank, and the amount paid as retainer shall, together with interest accrued thereon, be set off against the fee payable by the Client in respect of the relevant Assignment as per the Firm’s final invoice to the Client

5. Confidentiality

The Firm is subject to a duty of professional secrecy with regards to any confidential information it may receive in connection with an Assignment. Such duty of secrecy shall, however, not prevent the Firm from working with external partners and sharing confidential information with such partners, provided that the Firm requires such external partners to treat the said information as confidential. The duty of professional secrecy in respect of confidential information shall continue to apply after the completion or termination of an Assignment.

Notwithstanding the above, the Firm’s duty of secrecy is subject to any and all applicable rules and regulations (including money laundering regulation) pursuant to which the Firm is required to provide information to public authorities or to others.

6. Staffing

Either of the partners of the Firm will be the primary contact for the Client and will be the partner in charge of the relevant Assignment.

The partner in charge of an Assignment decides whether to include other partners, lawyers, consultants, external partners etc. in the handling the Assignment.

7. Fees

The Firm’s fees will be calculated and invoiced as agreed between the Firm and the Client in respect of the relevant Assignment.

In respect of an Assignment, if no specific fee arrangement has been agreed, the Firm’s fee for that Assignment will be determined by the Firm on the basis of an overall assessment of the value to the Client of the Firm’s work, the time spent on the Assignment, the degree of specialist knowledge required, the complexity of the Assignment, the values involved and the potential liability of the Firm related to the Assignment.

In connection with the undertaking of an Assignment, the Firm may provide a prospective Client or Client with a fee estimate or a quote for a fixed fee. Unless otherwise stated therein, fee-estimates and fee quotes are exclusive of VAT.

When a fee becomes payable, VAT will, where relevant, be added to the relevant fee and charged, together with the VAT exclusive amount.

Unless otherwise agreed, fees will be payable at the times and with the intervals deemed suitable by the Firm.