TERMS AND CONDITIONS

Definitions

“Conyers Dill & Pearman“’ or “we” (or derivatives) means the Conyers Dill & Pearman contracting party as named in our accompanying email or letter (the “Engagement Letter“).
“you” (and derivatives) means the person identified as the “Client” or, in the absence of any person so identified, the addressee or addressees named in the Engagement Letter.

Representation

1. We will represent you in connection with the identified Matter. Our role will be limited to advising on Cayman Islands law and the legal mechanics involved in implementing the Matter.
2. We act for you only and not any other person, affiliates or other related entities. We have not been retained to represent you in a general capacity. We reserve the right not to accept instructions in respect of any matter, or to decline to continue to act further.
3. Where we act for multiple clients or addressees each such person is jointly and severally responsible for all obligations due to us and each represents that she/he/it has full authority to instruct us.
4. We will typically allocate a senior lawyer to oversee the Matter and a lawyer with principal direct day‐to‐day responsibility for the Matter. We may use the services of other or additional lawyers as we consider necessary or appropriate for the efficient conduct of the Matter.
5. We are not qualified to provide advice, and will not be advising, on commercial or financial aspects of the Matter.
6. We do not provide any promise or guarantee to you about the outcome of your Matter. Nothing in the Engagement Letter or these Standard Terms and Conditions of Engagement or any statement by our lawyers constitutes such a promise or guarantee.
7. In the event of any dispute or at our discretion, we reserve the right to act exclusively for any of our affiliated companies which may be providing services to any trust or entity involved in the Matter.
8. As Cayman Islands lawyers we only advise on Cayman Islands law and the terms upon which we give that advice are set out in the Engagement Letter. We rely on the strict understanding that you have obtained, or will obtain, proper professional advice as to the laws of every relevant jurisdiction other than the Cayman Islands.
9. These Standard Terms and Conditions of Engagement supersede any prior written or oral agreements between you and us and unless we otherwise agree in writing, these Standard Terms and Conditions of Engagement contain our entire agreement for rendering professional services. You acknowledge and agree that we may in our sole discretion, at any time and from time to time, change these terms, and if we do so, we will post any such changes on our website. Your continued instructions following any such change shall be deemed and constitutes your acceptance of those changes.

Conflicts

10. You understand and agree that the nature of our practice is such that we may be representing or may have represented others in your industry or business and/or those who are parties or are otherwise involved in transactions or matters with you. Our acting for you does not preclude us from acting for any other client in relation to any other matter, despite that such matter may be contrary to your interest. If such a conflict situation does arise, you agree that we alone will determine whether we should continue to act for both parties, for only one, or for neither, taking into account rules of professional conduct and the best interests of our clients. Please advise us immediately if you think a conflict has arisen or might arise.

Fees

11. Our legal fees are based upon the amount of time and attention involved, the nature and complexity of the particular matter, its time sensitivity and the seniority and experience of the lawyer(s) involved. Please note that lawyers’ hourly rates are subject to change, generally on an annual basis. You may request an update of the estimate of fees and hourly rates at any time during the course of the representation. We reserve the right to add a weighting to our fees in matters involving urgency, novelty, unusual responsibility, complexity or where a formal legal opinion is required. If, for any reason, the Matter does not proceed to completion, we will be entitled to charge you for work done and expenses incurred up to the date on which we are instructed to cease working on the Matter.
12. Telephone, facsimile, printer, and photocopier usage will be billed to you as disbursements, as will courier and delivery charges, hotel and travel costs (if relevant), VAT where applicable, and all other out‐of‐pocket expenses reasonably incurred in handling the Matter. You are also responsible for all costs and expenses (including government filing fees) we may advance on your behalf.
13. All our fees, costs and expenses are net of any applicable withholding taxes or surcharges.
14. We may request a retainer from you for the performance of our services. If our request is refused, we reserve the right not to accept instructions or not to act further for you, as the case may be. Any such retainer monies are a deposit for payment of a portion of the legal fees and costs to be incurred.

Invoices

15. We will send you interim invoices, usually monthly, and/or on completion of the Matter, or termination of the engagement. We may send invoices more frequently when a significant amount of work is incurred over a shorter period of time. Invoices are payable on receipt unless alternative arrangements have been made. If you expect to be reimbursed by a third party and/or your invoices are to be directed to a third party, you remain responsible for the payment of our invoice.
16. You agree that we may send our invoices to you by email or other electronic means.
17. We reserve the right to apply interest at the applicable statutory rate in each jurisdiction in which we operate on all invoices that remain unpaid for 30 days on the outstanding balance from the due date of the invoice until paid.

Dispute as to Fees and Complaints

18. If you have a dispute in relation to any aspect of our legal fees or have any complaint about any aspect of our service being provided to you, you should bring your concerns to us at the earliest opportunity so that any issue can be identified and we may have the opportunity of resolving the issue promptly and without adverse impact on our business relationship.

Electronic Communications

19. In the course of our acting for you, we may from time to time communicate with you by email or by other electronic means. It is understood by you that the electronic transmission of information via email or other means cannot be guaranteed to be secure or error free and such information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete or otherwise be adversely affected or unsafe to use. Accordingly, while we will use reasonable efforts to ensure that our electronic communications reach you safely and in confidence, we shall not have or incur any liability to you arising out of or in connection with electronic communications with you.

Changes in the Law

20. Our advice is given on the basis of the laws in force in the Cayman Islands at the date of the advice. Unless you expressly instruct us to do so in writing, we are under no obligation to advise, and accept no responsibility for advising in relation to subsequent changes in the laws of the Cayman Islands and their effect, if any on you. It is possible that changes may occur in the law and its interpretation before our advice is acted upon. We accept no responsibility for any changes in the law or its interpretation that occur subsequent to our advice being delivered to you.

No Independent Investigation

21. Our responsibility is limited to responding to specific instructions received from you, or on your behalf from your professional advisers or agents, and we are under no obligation to investigate or verify independently the accuracy or completeness of such instructions. If we are obliged to make any assumptions as to matters of fact, or the laws of any jurisdiction other than the Cayman Islands, we may rely entirely upon those assumptions without independent verification.

External Information and Public Records

22. In advising you, we may rely on, or provide you with, information obtained from third parties (including, but not limited to, experts, witnesses or government agencies or registers) whether or not certified as being true copies of the originals. You acknowledge that we do not accept responsibility, and will not be liable for, any damage or loss caused by errors or omissions contained in information obtained from third parties.

Intellectual Property

23. We retain all ownership rights in all intellectual property of any kind created for you by us. Our intellectual property may not be reproduced, or provided to any third party, without our prior written consent.

Confidentiality

24. We will keep information you provide confidential except where you agree that information may be disclosed or where we are required by law to provide information to others.

Retention of Deeds and Documents

25. At the conclusion of a transaction, we will store files, papers and deeds on your behalf for a reasonable period of time and in accordance with the applicable legislative requirements and our best practice. Such papers or files may be stored in electronic form. Storage by any means is currently free of charge. We may sub-contract out storage facilities to independent third parties. We also reserve the right to destroy your files and papers without further reference to you unless we receive a written request from you during this period of retention. At your request, we will return any papers or property belonging to you which are not subject to a lien or otherwise being stored for safe keeping. If we retrieve documents or papers from storage in relation to continuing or renewing instructions from you, we will not normally charge the direct cost for removal from storage. However, in all other cases, we reserve the right to make a charge for the retrieval or delivery of any stored files, papers or deeds.

Lien

26. Without affecting any lien to which we are otherwise entitled at law, we shall be entitled to retain by way of lien any of your funds, property or papers which are, from time to time, in our possession or control until all costs, disbursements, interest and other moneys due to us have been paid and our lien will continue despite that we have ceased to act for you.

Anti-Money Laundering Laws

27. Our engagement is subject to these Standard Terms and Conditions of Engagement and is effective upon completion of our usual client intake procedures, including receipt of retainer monies and carrying out appropriate conflict checks and processes.

28. We may require certain information from you in order to comply with our statutory obligations, including in relation to anti-money laundering and anti-terrorist financing laws and you undertake to provide us promptly with true and accurate copies of such information in a format that is satisfactory to us. Under our statutory obligations we are required to disclose to the relevant authorities any knowledge or suspicion that another person is engaged in, or that assets represent a benefit from, money laundering or other criminal conduct.
29. We are and will at all times remain fully compliant with all applicable laws, statutes and regulations relating to anti-bribery and corruption in all of the jurisdictions in which we operate. We have and will at all times maintain proper internal policies and procedures to ensure compliance with all relevant anti-bribery and corruption laws, statutes and regulations and copies of our policies are available upon request. In the (unlikely) event we cease to comply and/or maintain policies in accordance with all applicable laws, statutes and regulations relating to anti-bribery and corruption, or believe that we are unable to comply and/or maintain such policies, we will immediately inform you of the fact.

Privacy

30. We are committed to maintaining the security, confidentiality and privacy of your personal information. Please click here for further information on the terms of our Privacy Notice which may be amended from time to time and is set out at https://cn.conyers.com/privacy-notice. You agree to be bound by the terms of our Privacy Notice, including the use of personal information by us in accordance with the Privacy Notice.
31. You represent and warrant that all information, including personal information, provided to us now or during the term of this engagement has been lawfully collected and provided in accordance with applicable data protection and privacy legislation and all required consents have been obtained.

Termination

32. You have the right to terminate our representation by written notice at any time. Similarly, we will also have the right to withdraw our representation of you at any time. In either case, our accrued fees and disbursements will be payable up to the date of termination and will also be payable for any fees and disbursements reasonably accrued post termination.

Limitation

33. In any circumstance where we are responsible with other persons for any damage howsoever caused to you, it is agreed that our liability shall be limited to such sums as we reasonably ought to pay having regard to our responsibility for the damage and on the basis that such other persons are deemed to have paid to you such sums as they ought reasonably to have paid. In the event an order is made requiring us to make a contribution to another person in respect of the damage suffered by you, our liability to you shall be reduced by the amount of the contribution so ordered.
34. Unless otherwise agreed in our Engagement Letter, Conyers’ maximum liability for any losses arising from or in any way connected with any Matter (other than in respect of court proceedings) shall not exceed US $1.5 million (or the equivalent in other currencies). For the purpose of determining Conyers’ maximum liability, all claims in relation to a matter arising from the same act or omission or one series of related acts or omissions will be regarded as one claim. Any limit on Conyers’ liability shall include costs and interest.
35. Any claim for breach of contract or loss must be brought within 6 years of the date on which the relevant advice was given or breach of duty occurred.

Force Majeure

36. We shall not be held liable for any delay or failure to fulfil our obligations to you as a result of causes beyond our reasonable control. Such causes include, but are not limited to: fire, floods, hurricanes, tropical storms, typhoons, acts of god, acts and regulations of governments, wars, riots, strikes, lock outs or industrial disputes.

Governing Law

37. The Engagement Letter and these Standard Terms and Conditions of Engagement and any dispute, claim, suit, action, arbitration or proceedings (“Proceedings“) of whatever nature arising out of or in any way related to them are governed by, and shall be construed in accordance with, the laws of the Cayman Islands. You irrevocably agree that the courts of the Cayman Islands shall have exclusive jurisdiction in respect of any Proceedings which may arise out of, or in connection with, our services and you waive any objection to such Proceedings in the courts of such jurisdiction on the grounds of venue or on the basis that such Proceedings have been brought in an inconvenient forum.

Severance

38. If any provision or part-provision of these Standard Terms and Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted but that shall not affect the validity and enforceability of the rest of the Standard Terms and Conditions.