DRA Legal Services General Terms & Conditions (2017) *©

1. DEFINITIONS

1.1. “Client”: means the person(s) so identified and named as the client in the Engagement Letter, subject however to General Condition 2.1 below, and shall include the successors, administrators and permitted assigns of such person(s);

1.2. “Firm”: means Doherty Ryan & Associates, Solicitors, being a partnership formed under the Partnership Act 1890, acting by its partners for the time being as named on its letterhead;

1.3. “Engagement”: means the matter upon which the Firm is or has been retained by the Client to provide legal services, as more particularly described in the Engagement Letter;

14. “Engagement Letter”; means the letter or email from or memorandum issued by the Firm to the Client setting out the terms of the Engagement, incorporating therein (as applicable) these General Terms & Conditions, as such letter/email/memorandum may be amended, varied, supplemented or replaced in writing from time to time;

1.5. “Engagement Terms” means the terms & conditions of the Engagement as provided for under the Engagement Letter;

1.6. “PI Insurance”: means professional indemnity insurance covering any negligent acts, defaults or omissions by the Firm as occasioned in the course of providing legal services to or with respect to any client of the Firm;

1.7. “Services”; means the legal services to be provided to the Client by the Firm as described in the work scope set out in the Engagement Letter; and

1.8. “VAT”: means value added tax as chargeable on the provision of legal services.

References herein to (a) any legislation or regulation shall be construed as a reference to same as varied, amended, supplemented or re-enacted from time to time; (b) a “person’ shall have the same meaning as defined in section 18(c) of the Interpretation Act, 2005; (c) the singular shall include the plural and vice versa; and (d) any word importing the masculine gender shall be read as importing the feminine gender and vice versa.

In the event of any inconsistency between the terms of the Engagement Letter and these General Terms & Conditions, the former shall prevail.

2. CLIENT IDENTITY

2.1. With respect to identifying whether a person is a client of the Firm (and accordingly “the Client” herein) in respect of the provision of Services referable to an Engagement, the following provisions shall (in addition to General Condition 1.1) be applicable:

a) where a person is acting as an instructing party to the Firm in the capacity or role as a promoter or organiser of a project or an investment to be conducted through the auspices of another person (e.g any company or corporate or partnership or other business entity), then unless and until otherwise confirmed in writing by us the said promoter/organiser and the entity concerned shall be treated together as the Client, and accordingly shall inter alia both be bound by the Engagement Terms and jointly and severally liable for our professional fees thereunder. Unless otherwise so confirmed in writing by the Firm its Services will be provided through the said promoter/organiser;

b) where a person is acting as an instructing party to this Firm on behalf of another person with reference to the provision of legal services to that other person, then unless and until otherwise confirmed in writing by us the instructing party and that other person shall be treated together as the Client, and accordingly shall inter alia both be bound by the Engagement Terms and jointly and severally liable for our professional fees thereunder. Unless otherwise so confirmed in writing by the Firm its Services will be provided through the said instructing party;

c) where the Firm receives instructions to act from a body corporate (or representative thereof) which is a subsidiary or affiliate of a person which is an existing client of the Firm, then unless and until otherwise confirmed in writing by the Firm the instructing party and that other person shall be treated together as the Client, and accordingly shall inter alia both be bound by the Engagement Terms and jointly and severally liable for our professional fees thereunder. Unless otherwise so confirmed in writing by the Firm its Services will be provided through the said instructing body corporate (or representative thereof);

d) in the case of a body corporate or partnership or other business entity named as the Client in the Engagement Letter, no change in the name, constitution or the membership of such entity shall affect or alter that entity’s status as a client of the Firm unless otherwise so confirmed in writing by the Firm;

e) where the Client is the legal personal representative of the estate of a deceased person, our Client (by law) is to include not only the said representative but also any identified beneficiaries of such estate, and accordingly unless and until otherwise confirmed in writing by the Firm such legal personal representative and such beneficiaries shall be treated together as the Client, and shall each be bound by the Engagement Terms and jointly and severally liable for our professional fees thereunder; unless otherwise so confirmed writing by the Firm its Services will be provided through such legal personal representative (to the exclusion of such beneficiaries); and

f) the holding of funds with or by the Firm on its client account is not of itself to be taken as indicative or confirmation of the existence of any solicitor/client relationship as subsisting between the Firm and any person entitled to the said funds. In that regard, for example, from time to time the Firm may be entrusted with funds to be held in safekeeping pending instructions as to its application by a Client who has either placed such funds with us or who has requested one or more third parties to place funds with us. In such circumstances the Firm disclaims any solicitor/client relationship with such third parties, unless otherwise expressly so confirmed in writing by the Firm to such third parties.

2.2. In order to comply with money laundering prevention procedures applicable by law or regulation to the Firm, any person who is or is to become a new Client of the Firm is required to provide the Firm with appropriate client identification particulars; and so that:

In the case of a person which is a body corporate, the particulars required in respect of such person include (without limitation) the following:

o copy of its Certificate of Incorporation, Memorandum and Articles of Association or

other like constitutional and/or legal status documents;

o list of its directors and their respective occupations, dates of birth, residential address

and business address;

o copy of a current passport or driving licence of two of its directors, together with a copy of a utility bill and a bank, building society or credit card statement or tax authority form in order to verify the residential address of each such director;

o if any person holds (legally or beneficially) 10% or more of its shares, details of that person’s name and address, and such person is itself a body corporate, then details also of its directors as above; and

b) In the case of a person which is an individual, the particulars required in respect of such person include (without limitation) a copy of the current passport or driving licence of such person together with a copy of a utility bill and a bank, building society or credit card statement or tax authority form in order to verify the residential address of such person.

2.3. The Client may further be required by the Firm to have all or any client identification particulars provided to the Firm verified or certified by a third party (such as by an attorney or by the police). In providing such particulars the Client authorises the Firm to conduct such inquiries as the Firm may consider fit to verify such particulars.

2.4. In certain circumstances as required by law, the Firm would be obliged to report to Irish governmental or regulatory authorities if it has reason to believe that an Engagement may involve a transaction or conduct on the part of or referable to the Client which may constitute money laundering. In such circumstances the Firm shall have no obligation to report its belief or suspicions to the Client, or to advise the Client before reporting the matter to any governmental or regulatory authority.

2.5. The Firm shall have no liability to the Client for any loss, damage or expense or any other liability suffered or occasioned by the Client as a result, directly or indirectly, of the Firm performing, observing or giving effect to its money laundering related legal obligations or discretions.

3. LEGAL SERVICES

3.1. The Services to be undertaken by the Firm are as defined and delimited by the work scope set out in paragraph 2 of the Engagement Letter. Any changes to the work scope as so defined and delimited shall only be effective if so agreed to in writing by the Firm and the Client save as provided in General Condition 3.2.

3.2. If for reasons outside of our control, the work scope referred to in paragraph 2 of the Engagement Letter materially changes with reference to the type or the complexity or the amount of the work required to be undertaken by this Firm in order to provide the Services, then subject to the Firm having so notified the Client accordingly, the said work scope shall be deemed to be amended and varied accordingly.

3.3. The Firm shall be entitled to rely upon the accuracy of information and instructions provided to us by the Client or by any person(s) acting on behalf of or otherwise representing the Client, and to act (or not act, as the case may be) as the Firm considers fit (in its absolute discretion) upon such information in relation to the provision of the Services.

3.4. The legal advice rendered by the Firm in the course of providing its Services may only be relied upon by the Client for its own purposes (and accordingly by no other person save where otherwise so confirmed in writing by the Firm), and further may only be so relied upon in connection with the matter the subject of the Engagement and not otherwise. The Firm is not responsible for the use of such legal advice for a different purpose or in a different context.

3.5. The Firm will provide the Services to the Client in accordance with and subject to the Engagement Terms with reasonable skill and care and in accordance with prevailing legal professional codes and standards as applicable to the Firm. If so requested by the Client at the commencement of any Engagement, the Firm will provide such Client with particulars of its existing PI Insurance cover.

3.6. Where the Services require or necessitate the provision of company formation, secretarial and filing services, such services will (unless otherwise advised) be arranged by the Firm to be provided to the Client by the Firm’s affiliated secretarial company, Hatch Secretarial Limited. Any fees and costs to be incurred for the account of or as chargeable to the Client for such services will (unless otherwise so advised by the Firm) be invoiced to the Client directly by Hatch Secretarial Limited.

3.7. Where the Services require or necessitate the provision of banking related facilities (such as in holding funds on client account for a period of time, and any related bank transfers and/or accounting) the Firm reserves the pass on and as applicable charge to the Client all banking related fees as well as any administrative costs incurred by or on behalf of the Firm in the holding of or dealing with such funds.

3.8. In taking in and accepting any funds from the Client (or from a third party by instruction of such Client) to be held on client account the Firm accepts no liability or responsibility for the solvency or creditworthiness of the bank or financial institution(s) with whom the Firm places or holds such funds (whether as selected by the Firm or by the Client, as applicable), nor for any loss occasioned to or suffered by the Client (or such third party) should such bank or financial institution(s) fail to repay when due the said funds (or any of them) or to effect when due any transfer(s) of all or any part of such fund(s).

3.9. The Client is liable to pay all stamp duty chargeable upon any instrument of transfer of property or other chargeable matter arising from or in the course of an Engagement. The Firm accepts no responsibility to have any such instrument duly stamped unless and until put in funds by the Client for the amount required to effect such stamping. The Client is further solely responsible for making returns to the requisite taxation authorities in relation to, and discharging the full amount of any liability to tax arising from or attributable to any transaction or other matter the subject of an Engagement.

4. FEES & EXPENSES

4.1. The legal fees chargeable to and accordingly payable by the Client to this Firm in respect of the Services shall be determined in accordance with the provisions set out in paragraph 3 of the Engagement Letter, as read in conjunction with and subject to the following provisions.

4.2. If the agreed basis of charge as stated in the Engagement Letter is to be determined by reference to an hourly rate per fee earner as stated therein, then such hourly rate shall be applicable subject to (a) any caveats as specified in the Engagement Letter; and (b) the right of the Firm upon giving reasonable notice to the Client to effect change(s) in such hourly rate(s).

4.3. If the agreed basis of charge as stated in the Engagement Letter is a fixed fee or an estimated fee, in each case specified as a particular monetary amount, then such fee shall be applicable save and subject to (a) any caveats set out in the Engagement Letter applicable to such fee; and/or (b) any matters outside of our control which occur or arise during the course of the Engagement which result in an amendment pursuant to General Condition 3.2 to the work scope stated in such Engagement Letter. In such circumstances the Firm will endeavour to advise the Client at the earliest possible opportunity of the amended work scope related impact on the quoted fee/fee estimate concerned, with a view to agreeing a revised fee with the Client (but so that in the event that no such revised fee/fee estimate is agreed, the Firm reserves the right at its discretion not to continue with the Engagement).

4.4. In addition to professional fees, the Client is liable to pay and discharge all outlays, costs and expenses incurred by the Firm in providing the Services (commonly referred to as ‘disbursements’) to include by way of example counsel’s fees, court fees, public registry search fees, public registry filing fees, company formation agent fees, summons server fees, expert’s fees, correspondent law firm fees, banking fees, courier fees, as well as photocopying, telephone and postage charges. In the case of any material travel or overnight expenses incurred on an Engagement, the Firm will where practicable seek to pre-agree such expenses with the Client.

4.5. The Client is liable to pay and discharge all VAT as chargeable in law by the Firm in respect of its fees and outlays for or arising from the provision of the Services, at the applicable VAT rate prevailing at the time of billing for such Services. Where the Client is of the view that VAT is not chargeable in relation to our Services for whatever reason, it is a matter for that Client to vouch to the satisfaction of the Firm the applicable basis of exemption from VAT. In no circumstances shall such basis of exemption be satisfied by the Client requesting the Firm to invoice some other person.

5. INVOICING & PAYMENT

5.1. The Client will be issued with an invoice (whether interim or final as stated therein) for work undertaken by the Firm in connection with the Engagement (the “Invoice”) at such periodic intervals as so provided for in the Engagement Letter, or if not so provided for therein at appropriate intervals usually not longer than once every six months. Typically (but not always) the Invoice will be accompanied by a summary narrative of the work undertaken in relation to the Engagement.

5.2. Unless otherwise agreed by the Firm, the Invoice requires to be paid in full within 60 days of the date of issue of the Invoice (being the date noted on the Invoice). Any amount unpaid in respect of such Invoice after the said 60-day period shall (unless otherwise so agreed) be liable to interest at the rate of 6% per annum to accrue as and from the date of expiry of the said period and to be compounded quarterly. In respect of any amount invoiced which is agreed to be paid by instalments, the failure by the Client to pay any instalment when due shall entitle the Firm to call for immediate payment of the full amount so invoiced as remains unpaid (which amount shall thereupon become liable to interest at the rate of 6% per annum to accrue as and from the date of such call and to be compounded quarterly).

5.3. The Client irrevocably authorizes the Firm to apply any sums held on client account by the Firm for the Client in or towards satisfaction (whether in whole or in part, as applicable) of (a) the amount payable under an Invoice as rendered to that Client, such application to be made at the discretion of the Firm at any time upon or after the issue by the Firm of such Invoice to the Client; (b) any liability to which the Firm is or may be subject by reason of any undertaking given by the Firm as referred to in General Condition 7.1; or (c) any liability or assessment to taxation referable to the Client as referred to in General Condition 7.2.

5.4. The Firm reserves the right to exercise a lien over all Client files and documents held by the Firm (and accordingly to retain and hold onto same) until and unless all amounts owing to the Firm by the Client under and pursuant to any and all Invoice(s) rendered by the Firm to the Client have been paid in full to the Firm.

5.5. The Client acknowledges and agrees that any failure on its part to pay for the Services provided by the Firm in accordance with the Engagement Terms and for the amount agreed shall (for so long as such non-payment is continuing) disentitle the Client from using or relying upon the advice and services provided by the Firm in relation to the Engagement.

5.6. Payment in respect of any Invoice rendered by the Firm to the Client in relation to an Engagement shall only be deemed to be effective upon the receipt by the Firm of the required amount concerned in cleared funds into the bank account of the Firm as noted on such Invoice.

6. LIABILITY LIMITATION

6.1. Pursuant to Section 26A of the Solicitors (Amendment) Act, 1994 (as inserted by section 44 of the Civil Law (Miscellaneous Provisions) Act, 2008 the total aggregate liability of the Firm to the Client whether for breach of contract and/or for breach of statutory duty and/or for any tortious/negligent act or omission by or on the part of the Firm arising out of or in connection with the Services provided by the Firm to such Client in relation to an Engagement will be strictly limited to the amount of PI Insurance which the Firm is required to have and maintain for the time being as specified from time to time pursuant to Regulations promulgated under Section 26(4)(b) of the Solicitors (Amendment) Act, 1994 (as amended).

6.2. The Firm shall not be liable or responsible for any indirect or consequential loss suffered or incurred by the Client by reason of any breach of contract and/or breach of statutory duty and/or any tortious/negligent act or omission by or on the part of the Firm arising out of or in connection with the Services provided by the Firm to such Client in relation to an Engagement.

6.3. Unless the Client advises the Firm otherwise on or prior to signing the Engagement Letter, the Client confirms and warrants to the Firm that by returning to the Firm the Engagement Letter signed by the Client, that he/she/it is not a “consumer” for the purposes of Section 26A of the Solicitors (Amendment) Act, 1994.

6.4. The Firm is only formally competent to advise upon the laws of Ireland; and accordingly accepts no responsibility or liability (nor any duty of care) to the Client to advise upon, or for any advice given by the Firm to the Client upon, any matter or thing referable to an Engagement which falls to be governed by or construed in accordance with the laws of any other jurisdiction.

6.5. The obligations owing by the Firm in respect of the Engagement are personal to the Client, and accordingly may not be transferred or assigned by the Client to any third party without the prior written consent of the Firm. Accordingly, the Firm accepts no liability to any person other than the Client for or in respect of the Services provided by the Firm, and so that no person other than the Client may rely upon any opinions, advice, letters, documents or other legal materials issued by the Firm.

7. UNDERTAKINGS/AGENCY

7.1. The Client irrevocably authorizes the Firm to give any undertaking(s) required to be given to any third party in the course any Engagement for such Client. The Client shall not be entitled to discharge the retainer of the Firm as its solicitors so far as such Engagement is concerned unless and until the Firm has been fully and effectively released from, or has been indemnified by the Client or some other party to the satisfaction of the Firm against, any such undertaking(s) so given by the Firm and/or any obligations on the Firm arising from such undertaking(s).

7.2. To the extent, if any, that the Firm may be considered or is deemed to be or becomes for taxation purposes referable to the Client an accountable or assessable person or generally an agent of the Client, and whether by reason of the provision of the Services to the Client or otherwise, the Client shall be liable on indemnity to the Firm for all liabilities, costs and expenses as are or may be suffered or incurred by the Firm by reason of it being or having become an accountable or assessable person or such an agent as aforesaid.

8. MISCELLANEOUS

8.1. Where the Firm communicates with the Client by email, the Firm accepts no responsibility or liability for the integrity, security, confidentiality or prompt delivery of such email(s) or to assure that any such emails are free from viruses or other corruptions.

8.2. The Firm will generally retain and keep in storage all files, papers and documents referable to an Engagement (save where already returned or delivered to the Client) for such period (being not longer than seven years from completion of the Engagement) as may be required by law or regulation to which the Firm is subject; and so that (other then in relation to original title documents or original wills or original agreements which remain in force) the Firm reserves the right at its discretion to destroy all such files, papers and documents at any time after the expiry of the applicable period.

8.3. In the event that the Firm incurs any material time or cost in storing or retrieving any documents held by the Firm referable to the business or affairs of a Client or a former Client, the Firm reserves the right to apply and levy reasonable charges in accordance with prevailing rates (as would be chargeable by a document storage and management firm) for such time and cost incurred.

8.4. If the Client is not satisfied with any aspect of the Services, in the first instance the Client should raise its concern(s) with the partner in charge of the matter or alternatively another partner in the Firm, with a view to discussing and resolving such concern(s). The Firm is committed to resolving any such concern(s) or related disputes in a timely and reasonable manner.

9. GOVERNING LAW

9.1. The Engagement Terms shall be governed by and shall be construed in accordance with Irish law.

9.2. The Client irrevocably submits to the exclusive jurisdiction of the Irish Courts in relation to any

matter or dispute arising out of or concerning the Engagement Terms or otherwise in relation to the provision of legal services by the Firm.

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*Note – the copyright © and all intellectual property rights in these General Conditions is/are vested in the Firm. No copying, publication or other dissemination or use of these General Conditions (or any part thereof) is permitted save with the prior written consent of the Firm.