Terms and Conditions of Engagement

1. Applicability

These general terms and conditions (Terms) apply to all services and advice provided by MLL Meyerlustenberger Lachenal Froriep Ltd. and/or MLL Meyerlustenberger Lachenal Froriep LLP (each or together MLL) to or for their client (the Client).

Where the engagement of MLL is defined by separate terms or rules (e.g. by an engagement letter, a power of attorney, a fee quote or pitch documentation), these Terms are nevertheless applicable, provided however that any provisions contained in such separate terms or rules deviating from these Terms shall prevail

2. Engagement

The scope of the engagement of MLL is determined by the circumstances, facts and instructions provided by the Client and accepted by MLL. The Client will ensure that MLL is supplied in a timely manner with all information that MLL reasonably requires to perform its engagement or that is material to its engagement. MLL may assume that the circumstances, facts and instructions provided by the Client are correct and complete. The Client cannot use or rely on MLL’s advice or services outside of the scope of the engagement.

MLL is the contracting party of the Client. Thus, MLL is accountable for the services and advice provided by any individual partner or employee of MLL. Any engagement is deemed to have been given to MLL, also if the Client expressly or implicitly intended that a specific mandate be performed by a particular person.

Unless the Client has expressly asked MLL to do so, MLL will not verify or check any information or instructions provided to it by the Client, or by others on the Client’s behalf, and the Client acknowledges that MLL shall be entitled to rely on such information or instructions when performing its obligations under the engagement.

In the event that MLL is acting for the Client on several matters, the Client should not assume that information the Client provides to a person working on one matter will be communicated to a person working on another matter. The Client should therefore provide all information that has a bearing on a matter directly to the relevant team.

MLL may not accept an engagement, or may have to cease to act for the Client under its statutory, professional or internal rules, if there is a conflict between MLL’s duties to the Client and to other clients or between the interests of MLL and the interests of the Client.

The Client agrees to provide MLL at any time on request with the information required to conduct a conflict search. In addition, the Client agrees to promptly inform MLL if the Client becomes aware of any circumstances it considers a potential conflict for MLL. The Client acknowledges that, by accepting an engagement, MLL does not grant exclusivity for the provision of legal advice or other services in relation to a certain business or market. Subject to statutory and professional rules, MLL may act for other clients in transactions, disputes or other matters in which the Client or any affiliated entity of, or any person related to, the Client has an interest, provided that MLL does not thereby breach its duties to the Client.

3. External Advisory Firms

If appropriate and approved by the Client in advance, we may retain external law firms or external advisors on the Client’s behalf. The contractual relationship in respect of the external party’s services shall be between the Client and the external law firm or advisor directly, regardless of the channels of invoicing and instruction. MLL does not take any responsibility for the services provided by any external law firms or advisors.

4. Confidentiality

MLL is subject to professional secrecy obligations and will treat any information obtained from the Client as confidential.

The confidentiality obligations of MLL shall not pertain to information (i) for which it can be proven that it has been or will be obtained lawfully from third parties, (ii) that was generally known to the public at the time of the engagement of MLL, or (iii) that becomes generally known to the public after the engagement of MLL without any breach of confidentiality obligations under these Terms.

The Client agrees that MLL may disclose any relevant information in order to protect and/or defend itself in any actual or threatened legal, civil, criminal or regulatory proceedings or to enforce its claims against the Client, and may also disclose any relevant information in confidence to MLL’s insurers, insurance brokers, auditors and advisors.

MLL may be required to make certain disclosures to the appropriate authorities pursuant to applicable money-laundering, terrorism financing, or sanctions provisions. Such obligations may override MLL’s professional secrecy obligations. If so, MLL will to the extent permissible and practicable inform the Client of the request or requirement to disclose.

As for other leading business firms, it has become indispensable for us to disclose to potential clients and directories the names of companies retaining us and generic descriptions of our services in selected matters for reference purposes. If the Client prefers us to refrain from doing so, please let us know. In any case, we respect our Clients’ confidentiality concerns and refrain from disclosing any business secrets or sensitive or specific data about our matters.

5. Fees and Expenses

MLL’s fees are calculated in accordance with the level of experience of the attorneys involved, on the basis of the applicable hourly rates and the time spent. MLL reserves the right to change the hourly rates of its attorneys on an annual basis.

MLL’s fees are exclusive of taxes and out of pocket expenses. MLL charges a percentage of the total legal fees to cover telephone, fax, photocopying services and other communication and office costs in accordance with the guidelines of the Swiss Bar Association.

All amounts are exclusive of value added tax (VAT), where applicable. Any VAT payable by MLL shall be charged to the Client. Likewise, any applicable foreign taxes and deductions are to be borne by the Client or charged to the Client.

Unless explicitly stated otherwise, any quote, estimate or indication of anticipated legal fees shall constitute a non-binding estimate only. Moreover, any quote, estimation, indication, fixed fee, or cap of legal fees is exclusive of expenses, VAT etc. Unless otherwise agreed, the effective level of our fees will depend upon the time actually spent on the matter and the applicable hourly rates.

MLL issues invoices on a regular basis (e.g. monthly or quarterly). All invoices must be paid within 20 days of receipt unless the invoiced amount is covered by a retainer.

6. Communication and Documents

The Client agrees that MLL may use electronic means, without encryption, when MLL communicates with the Client or with third parties in respect of the Client’s affairs. The Client acknowledges that communication by electronic means, e.g., by email, fax or internet-based applications is associated with risks, in particular the risk that third parties may gain knowledge of or alter the communication contents, that a communication may not be received by the addressee(s), that the contents of such communication may be infected with computer viruses, manipulated or become corrupted, or that communication may be misdirected, delayed or not received. MLL shall not be liable for such risks. MLL advises the Client to carry out its own virus checks on all its systems, data and communications.

External IT service providers or cloud providers with servers in Switzerland or abroad may be used for video conferences or other forms of communication, service delivery or data storage, which may involve risks for data security. If the Client expects further information and/or special security measures, MLL must be contacted or informed accordingly in advance.

The Client takes note and approves that the files may be archived in the form deemed appropriate by MLL (electronically, physically or any other form) and may, subject to any other agreement, be destroyed or deleted without previous inquiry after ten years.

All our attorneys, trainees and staff members of all MLL locations (including our London and Madrid offices) will have access to the Client’s data, except if we consider it inappropriate or the Client instructs us to restrict access to certain information.

7. Limitation of Liability

The Client agrees that its recourse for any damages is against MLL only. The Client hereby agrees that it will not bring any claim or proceedings and waives any claim against any employee, consultant, associate, auxiliary person, partner or affiliate of MLL. Any advice given by MLL is provided solely for the Client’s use and benefit and may not be used or relied on for any other purpose or disclosed to any other person (excluding the Client’s professional advisors on a “need-to-know-basis”, who, however, may place no reliance on such advice) without MLL’s prior written approval.

If MLL’s role includes assisting the Client in coordinating the work of the Client’s other advisers, MLL will not be responsible for the advice provided by them. It is the Client’s responsibility to ensure that the advice from its other advisers is received and considered by the Client and is adequate for the Client’s purposes. Unless specifically agreed, MLL is not liable for any advice on foreign, i.e., non-Swiss, law, nor liable for any tax advice. Likewise, MLL is under no duty to update any advice given to the Client.

8. Termination

Both the Client and MLL have the right to unilaterally terminate the engagement and any power of attorney issued on the basis thereof at any time. The Client will be responsible for any fees, expenses and disbursements incurred up to the date of termination, together with any fees, expenses and disbursements necessarily associated with MLL ceasing to act or the transfer of the work to another advisor of the Client’s choice.

Sections 4 (Confidentiality), 6 (Communication and Documents), 7 (Limitation of Liability) and 9 (Governing Law and Jurisdiction) of these Terms shall survive the termination of the engagement.

9. Governing Law and Jurisdiction

The relationship between MLL and the Client is exclusively governed by Swiss law, to the exclusion of its conflict of law provisions and any international treaties.

Any dispute arising out of or in relation to the relationship between the Client and MLL shall be submitted to the exclusive jurisdiction of the courts at the place of the MLL office in Switzerland with which the Client entered into the client relationship or, in the absence of such place in Switzerland, of the courts of Zurich (Switzerland).