TERMS AND CONDITIONS FOR COLLAS CRILL (BVI) IP LIMITED

TERMS AND CONDITIONS OF BUSINESS

The following Terms and Conditions will govern the basis on which we provide the Services to you and will be deemed to have been agreed by you by your acceptance of any of the Services, irrespective of whether or not a separate engagement letter has been agreed with you. We contract on the basis of these Terms and Conditions only, and acceptance by us of any instructions from you shall be upon such Terms and Conditions and shall override any other terms and conditions stipulated or incorporated by you in your instructions or any negotiations, unless otherwise expressly agreed in a separate engagement letter with you. Any declarations or confirmations given by you or on your behalf to us in any application form or other documentation submitted to us are incorporated in these Terms and Conditions.

A copy of these Terms and Conditions shall be sent to you by ordinary post or by email. A current copy of these Terms and Conditions will also be made available for inspection at our offices in BVI during normal business hours. In addition, a current set of these Terms and Conditions will be made available on our website.

We may revise the Terms and Conditions and the Rates from time to time without your prior consent. We will notify you by ordinary post or email of any changes which we consider to be material, as soon as is reasonably practicable after their introduction but shall not be obliged to inform you if any of the Rates increase. You shall be bound by any revision of the Terms and Conditions and the Rates, as and when a copy of the revised document becomes available for inspection at our registered office.

1DEFINITIONS AND INTERPRETATION

1.1In these Terms and Conditions (unless the context otherwise requires) the following words and expressions shall have the following meanings:

Business Day
Any day (other than a Saturday, Sunday or bank holiday) on which banks are open in BVI for normal banking business

Client, you or yours
Any person to whom we provide the Services and, in the case of an individual, includes his/her heirs, personal representatives and assigns and, in the case of a body corporate, includes its successors and assigns

Company, we, our, us
Collas Crill IP BVI Limited, whose registered office is at 125 Main Street, PO Box 144, Road Town, Tortola, British Virgin Islands with Registered Number 1889643

Data Protection Legislation
There are no Data Protection Laws in BVI. Any transfer of personal data to any Collas Crill entity will be done so in accordance with the Data Protection (Guernsey) Law, 2001

Employees
All directors, officers, employees, consultants and agents of the Company and all directors, officers, employees, consultants or agents of any of its subsidiaries or associated companies

Rates
Schedule of fee earners’ rates per hour and administrative charges (if any), a copy of which is available on request

Services
The provision of intellectual property registration and management services

1.2.1Headings in this Agreement are inserted for convenience only and shall be ignored in construing this Agreement.

1.2.2Unless the context otherwise requires, words (including definitions) denoting the singular number only shall include the plural and vice versa.

1.2.3References to statutes and/or statutory provisions shall be construed as referring to such statutes or statutory provisions as respectively replaced, amended, extended or consolidated.

1.2.4References to the Company or the Client shall include a reference to any successor company and permitted assigns.

1.2.5The expression “person” shall be construed to include references to any person, firm, company, partnership, corporation or any agency of it.

1.2.6“$” and “US Dollars” denotes the lawful currency of the BVI and the United States of America.

2COSTS, FEES AND DISBURSEMENTS

2.1Fees

2.1.1We believe that fees for the Services should be fair and reasonable, having regard to all the circumstances of the case. The circumstances which may affect the level of fees include the following, the:

2.1.1.1time spent on the matter;

2.1.1.2monetary amount involved;

2.1.1.3specialist knowledge required;

2.1.1.4number and length of documents;

2.1.1.5place and time of day at which the work was carried out;

2.1.1.6importance and urgency of the matter to you; and

2.1.1.7complexity of the matter.

2.1.2Time spent on a matter is recorded by all employees of the Company and the total time recorded will be one, but not the only factor taken into account in assessing the level of fees to be charged.

2.1.3The person responsible for your matter will always be willing to discuss the basis for charging a particular matter at the outset.

2.1.4Where an estimate of fees is requested and given, it is only an indication of the amount anticipated as being the likely charge and shall not be regarded as an agreed fee for the work or matter unless specifically confirmed in writing as such by a director.

2.1.5We reserve the right to request for monies to be paid up front by you to cover future costs and fees.

2.2Interim Billing

Unless we agree to the contrary in writing, we will render regular interim invoices as the matter proceeds, usually on a monthly basis in arrears.

2.3Disbursements

2.3.1Disbursements, as these are incurred, will be added to the applicable interim or final invoice rendered. Depending upon the matter in question, we may request a payment on account of disbursements to be incurred.

2.3.2Disbursements may include, but are not limited to, filing fees, registry fees, court fees, registration fees, document taxes, the cost of expert reports, foreign counsel fees, courier fees, photocopying and publication costs. As a general policy we do not charge for secretarial support and administrative services. However, in the event that we are required to dedicate a significant amount of administrative resource to an individual matter, or adhere to an accelerated timetable to closing, we reserve the right to charge for such administrative services. We will agree any such costs with you before these are incurred.

2.3.3The fees of any foreign counsel or other advisers instructed by us on your behalf will be incorporated into our invoice.

2.4Tax on Services

There is no value added tax on the provision of our services in BVI.

2.5Payment

2.5.1All invoices are payable on presentation. Interest at a rate of 3% above the base-lending rate of First Bank, BVI may be charged, at our discretion, on unpaid invoices.

2.5.2Should you have any queries regarding an account once an invoice has been rendered for payment, please contact the fee earner or director responsible for the matter or our Accounts Department.

3CLIENT’S MONIES

3.1All of your money accepted by us is held in a separate client account.

3.2We reserve the right to pay our fees and disbursements out of monies held for you in the client account.

3.3Our clearing banks are CIBC First Caribbean International Bank Limited and First Bank. Any funds of yours held on account will be paid into, and held by, CIBC First Caribbean International Bank Limited or First Bank, unless the parties otherwise specify. We accept no liability as to the performance of whichever bank holds the funds.

4CONCERNS ABOUT OUR SERVICE

If you are dissatisfied with the handling of your instructions by the Company, you may raise the concern directly with the director responsible for the matter in question. If the issue is not resolved, you may register the concern with the head of the respective department acting for you, who will cause it to be thoroughly investigated.

5TERMINATION

5.1You may terminate your instructions to us in writing at any time but we will be entitled to keep your papers and documents while there is money outstanding to us for our fees, charges, expenses and disbursements.

5.2In some circumstances we may consider that we ought to stop working for you. We will continue to act for you on a particular matter until its conclusion unless and until:

5.2.1you do not produce requisite due diligence material (see Clause 15);

5.2.2it is no longer appropriate or in your best interest for us to continue to act;

5.2.3there are fees which have been billed and which are overdue for payment; and

5.2.4a conflict arises which is not reasonably foreseeable or possible to detect at the time of taking the instruction.

5.3If we cease to act for you we will advise you in writing and you will be responsible for all work in progress, fees and disbursements up to the date of termination and for any costs and disbursements reasonably incurred in connection with the transfer of any work to another service provider.

5.4In the event that you terminate your instructions or for any reason the business does not proceed to completion, we shall be entitled to charge for the time spent in dealing with the business.

5.5Non Exclusivity 

We reserve the right to provide the Service(s) to any other client at our discretion.

6CONFLICTS

6.1We provide a wide range of services to a large number of clients and whilst we have procedures in place to try to prevent any conflict, it is possible that a conflict of interest may arise as a result. If we become aware or are notified of a possible conflict of interest, you shall be notified and if possible procedures will be put in place to ensure confidentiality and independence of advice.

6.2We are not obliged to inform you of the nature of the conflict, if to do so might, in our opinion, compromise our duties to any other client.

7LIMITATION OF LIABILITY

7Should we breach any of our duties to you and become liable to compensate you, you agree that our liability is limited for any one matter in the following respects:

7.1you agree to make no claim against an individual director or employee;

7.2our maximum liability to you is limited to $200,000 (two hundred thousand);

7.3we are not liable for indirect or consequential loss or loss of anticipated profit or other benefit;

7.4you shall not be able to recover damages twice in respect of the same fact, matter or circumstance;

7.5save as expressly agreed in writing, we do not accept or assume any duties or liability to any person(s) other than you and we therefore exclude, to the fullest extent permissable by law, any liability to third parties;

7.6we shall not be liable for any loss, damage, actions, suits, proceedings, claims,demands, costs, expenses or liabilities suffered or incurred by you which arise directly or indirectly from our provision of the Services in reliance on any information or documentation, or any declaration, confirmation or representation, provided by you or on your behalf to us;

7.7we shall not be liable for any delay or failure in provision of the Services due to any technical failure of communications systems.

8COMMUNICATION

8.1We will communicate with you by way of letter, fax, email, telephone or any combination of the above at the address or number last given to us by you in communication generally.

8.2We assume that you are willing to receive all general correspondence sent via email. We do not guarantee that messages, documents or files sent by email are virus-free. As such, we accept no liability or responsibility for any loss or damage, however caused, by any virus. We strongly recommend that you use virus checking software and you are deemed to be responsible for virus checking any message, document or file attachment which is sent to us by email.

8.3You will inform us if you have specific confidentiality requirements, such as a requirement for encrypted emails. The cost of setting up any encryption facility on our systems may be added as a disbursement at our discretion.

8.4Should you not wish us to communicate with you via any particular method, you must instruct us accordingly.

8.5We reserve the right to record telephone calls.

9STORAGE OF CLIENT DOCUMENTS

9.1After the completion of any matter, we are entitled to retain all papers and documents which have come into existence in the course of our acting for you until all fees and disbursements have been settled in full.

9.2Thereafter, we will keep all documents, correspondence, memoranda and notes which have been created in the course of the instruction for such period as we consider appropriate. We are entitled to destroy any documents held by us pursuant to any engagement terms from the date falling 20 years after the completion of our services. During this period we reserve the right, but have no obligation, to make electronic copies of any such documents, correspondence, memoranda and notes and, save for original signed documents, we reserve the right to destroy hard copies and store the remainder for filing electronically. After the period of continued retention (whether in electronic form or otherwise) of such documents correspondence, memoranda and notes (save for original signed documents) we have the right to destroy all such files, unless you have requested in writing to the contrary at or prior to the conclusion of any matter in question. In accepting these Terms and Conditions you consent to the destruction of such files.

9.3Should we need to retrieve files from storage, either in relation to new instructions to act for you (where the archived files are relevant) or where you have asked us to retrieve specific documents or papers, we reserve the right to charge for such services.

10WEBSITE AND INTELLECTUAL PROPERTY

10.1All correspondence, files and records (other than statutory corporate records) and all information and data held by us on any computer system is the sole property of the Company for our own use and you acknowledge that you have no right of access or control over such information.

10.2Our website (www.collascrillip.com) and all material contained in it, provides general information only. None of its content constitutes legal or professional advice, and it should not be relied upon as such. We do not accept responsibility for any loss which may arise from reliance on information contained in this website.

10.3We do not guarantee that documents or files within this website are virus-free. As such we accept no liability or responsibility for any loss or damage however caused, by any virus. We strongly recommend that you use virus-checking software when using our website. In addition, you are responsible for virus-checking any document or file attachment that you send to us via the website. We are not responsible for the content or privacy
policies of any external internet websites linked to this website. We do not endorse any information contained in any external internet sites and the links on this website do not imply any
association with the policies of the organisations responsible for such websites.

11DATA PROTECTION

11.1For information about the purposes for which we process your data and the grounds on which that processing occurs please see our Privacy Statement.

11.2We are a registered data controller of personal data in relation to our clients and contacts under the Data Protection Legislation. We shall ensure that any personal data gathered under the Terms and Conditions will be processed in accordance with the requirements of the Data Protection Legislation. We reserve the right to use any data for marketing and promotion of other services offered by us, unless requested in writing by you not to do so. Your personal data will not be sold or rented to third parties. However, on occasion it may be passed to our agents for our own marketing purposes or to mailing houses or similar third parties who act solely on our behalf. You can opt out of receiving these various communications, or update any of your personal data by contacting us using the details below:

The Data Protection Officer
Collas Crill IP BVI Limited
125 Main Street
PO Box 144
Road Town
Tortola
British Virgin Islands

Alternatively to email us at inbox@collascrillip.com

Please mark all correspondence in this respect for the attention of the Data Protection Officer.

11.3You specifically consent to any collecting, processing and disclosing of Information for the purposes referred to above that may involve (i) the collecting and processing of personal data and/or sensitive personal data belonging to you, persons engaged or employed by you and other individuals and (ii) the transfer of Information, in accordance with applicable laws, both to and from the EEA (which for these purposes is deemed to include Jersey and Guernsey), including to jurisdictions where data protection laws may be weaker than those within the EEA.

11.4Your privacy is very important to us. By instructing us, you consent to us using your personal data. You must not send us any personal data if you object to that information being processed by us in the ways described in these Terms and Conditions. No personal or sensitive personal data will be processed other than for the purpose for which it was originally obtained in accordance with the provisions set out in these Terms and Conditions, our privacy policy, the Data Protection Legislation and any legal requirements and all personal data shall be processed fairly and lawfully.

11.5You may request and receive copies of any personal data that we may hold about you. Should you wish at any time to receive a copy of this information, please contact the Data Protection Officer at the above address. Any such request should be in writing and should clearly identify you. You may request that any inaccuracies in the personal data we hold about you be corrected, and that any personal data that we hold about you which we do not have a legitimate reason to retain, be erased.

11.6We endeavour to ensure that all data held is accurate, complete and up-to-date. We shall hold no more data than is necessary for the purpose for which we hold it. It is our policy to review from time-to-time this data and delete those, which are no longer necessary.

12DISCLOSURE

12.1We shall not divulge or use for our own benefit any confidential information which we may obtain in relation to your affairs, except where required in the proper discharge of our duties under these Terms and Conditions or to any person to whom we have properly delegated any of our functions to enable them to perform our duties diligently and properly.

12.2We may disclose information to:

12.2.1our associated offices in other jurisdictions (which may be a partnership or entity that is distinct from the partnership or entity that you have instructed);

12.2.2credit reference or fraud prevention agencies, which may retain a record of the Information disclosed to it;

12.2.3other professional advisers instructed by or on your behalf;

12.2.4service providers that provide services to us (including, without limitation, our insurers, auditors and advisers and providers of telecommunications and computing facilities);

12.2.5individuals within your organisation and members of your group, if any; and

12.2.6third parties for marketing purposes and/or business development purposes where specifically permitted under these Terms or where you have authorised such disclosure.

12.3Notwithstanding the provisions set out in Clauses 12.1 and 12.2 above, we may disclose information which would otherwise be confidential if, and to the extent that it is:

12.3.1required by law;

12.3.2required or reasonably requested by any securities exchange, listing authority or regulatory or governmental body to which either party is subject or submits, wherever situated whether or not the requirement of the information has the force of law;

12.3.3disclosed to its professional advisers, auditors and bankers of such party; and/or

12.3.4information which has come into the public domain through no fault of either party, where such information was in the party’s possession prior to the date it was obtained in connection with the Services;

12.3.5where such information was obtained or independently developed by the party on a non-confidential basis (aslong as the party does not know or have reason to know of any breach by such source of any confidentiality obligations with respect to it).

13REQUESTS FOR QUOTES OR MARKETING MATERIAL

13.1Unless otherwise requested in writing by you, we reserve the right to use the details of the identity of a client and a brief outline of the nature of the matter in its marketing material. We will inform you of our intention to use such information however, where such information is already in the public domain, we will assume that you have given your consent to the use of such information for publicity purposes.

13.2You agree that from time to time you would be happy to participate in feedback questionnaires to help us continually improve our service to our clients and for use for publicity purposes.

14CLIENT DUE DILIGENCE AND ANTI-MONEY LAUNDERING

14.1As part of our Client acceptance and customer due diligence procedure and to comply with certain legislation we may need to obtain information and documentation to identify and verify your identity and the identity of certain persons connected to you, unless an exemption is available. You agree that if such information and documentation is not made available to us when required by and in a form acceptable to us, we may without any
liability terminate the engagement with you with immediate effect. The time at which such information and documentation is required, and the form in which it shall be delivered to us, shall be determined by us in our absolute discretion.

For image rights applications we may need to request documentation evidencing the ownership and chain of title in relation to the personality and/or image(s) applied for. Where we do, such documentation will be needed in order to make the registration application to the Registrar of Trademarks in the BVI. You hereby authorise us to submit copies of such documentation to the Registrar of Trademarks in the BVI as it requires for acceptance of the application.

15TAXATION

We do not advise on any taxation issues relating to you or any matter upon which we have been instructed to advise, under Guernsey law or otherwise. Furthermore, we may request to be provided with a copy of the tax advice received by you in respect of any matter.

16NON-BVI OR REGULATORY ISSUES

We are directly able to advise on intellectual property registration and management in the BVI, Cayman, Guernsey, Jersey, the UK and the EU and indirectly elsewhere through our associated agents.

17FORCE MAJEURE

We shall bear no liability for loss, damage or delay howsoever arising caused by circumstances outside our control of whatsoever kind including, without limitation, fire, flood, storm, earthquake, wars and riots.

18PARTIAL INVALIDITY

If, at any time, any provision of these Terms and Conditions is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of these Terms and Conditions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall in any way be affected or impaired by it.

19JOINT AND SEVERAL LIABILITY

Where the Client is more than one person:

19.1each such person hereby appoints the other such person(s) to act as his agent to exercise full power and authority in connection with the Services on his behalf;

19.2the obligations of the Client in connection with the matter shall be joint and several; and

19.3where we communicate with one of the parties (which comprises the Client), such communication will be deemed to be all of the parties (which comprise the Client) and it shall be assumed that such party is authorised to give instructions to us on behalf of each party.

20ARBITRATION

20.1The Company and the Client shall use all reasonable endeavours to negotiate in good faith and settle amicably any dispute arising from or in connection with these Terms and Conditions.

20.2We may elect to submit any dispute between the parties, arising from or in connection with these Terms and Conditions, and which is not settled by agreement in writing between the parties within thirty days after it arises, to arbitration in accordance with the arbitration rules of the London Court of International Arbitration (“Rules”) effective on the date of the Client’s instructions. If we so elect to submit any dispute to arbitration, you will be bound by this election.

20.3Any such arbitration shall be conducted:

20.3.1in BVI in the English language; and

20.3.2by a single arbitrator to be agreed between the parties or, failing such agreement within thirty days of the election to submit the relevant dispute to arbitration in accordance with this clause, by a single arbitrator appointed by the President for the time being of the London Court of International Arbitration.

The decision of any such arbitrator shall be final and binding upon the parties (save in the case of fraud).

21JURISDICTION

The construction, validity and performance of these Terms and Conditions shall be governed in all respects by the Laws of the Island of BVI. The Company and the Client (except to the extent that a dispute is submitted to arbitration) submit to exclusive jurisdiction of the Courts of the BVI.

December 2017