Terms of business

This document outlines the standard terms under which Arthur Cox LLP provides professional legal services to its clients. It covers the scope of services, fee structures, billing practices, confidentiality, data protection, liability limitations, and compliance obligations. It also includes provisions for dispute resolution, document handling, and the firm's rights regarding termination and amendments.

These terms apply to all engagements unless otherwise agreed in writing and are governed by Irish law.

1. OUR SERVICES

(a) These terms of business (as updated, varied or amended from time to time) (“Terms of Business”) govern all of the professional services which you from time to time engage us to provide. They also include information which the Law Society of Ireland requires us to provide at the outset of any engagement for the provision of professional services.

(b) By instructing us, you agree to accept the provisions of these Terms of Business (including, without limitation, the provisions limiting our liability provided for in Clauses 12 (Limitation of liability) and 13 (Limitation of liability of other advisers)). These Terms of Business, any engagement letter provided by us in respect of any matter (each an “Engagement Letter”) and any fee estimate or fee quote provided by us in respect of any matter represent the entire agreement between us with regard to the provision by us of professional services to you and all aspects of our relationship with you and supersede any prior agreement, terms of business or representation. In the event of any conflict between any Engagement Letter and these Terms of Business, the provisions of the relevant Engagement Letter shall prevail.

In relation to our fees and expenses on any particular matter, if there is any conflict between:

(i) any fee estimate or fee quote that has been agreed by the Firm in respect of that matter; and (ii) an Engagement Letter and/or these Terms of Business, the provisions of that fee estimate or fee quote shall prevail to the extent that it relates to the determination of our fees and expenses for that matter.

(c) At the outset of a matter, we will discuss and agree with you the nature and scope of the professional services to be provided by us. The professional services to be provided by us may be varied by agreement between you and us during the course of a matter.

(d) If agreed by us at the outset or during the course of a matter, our professional services will include legal advice on tax-related issues.

(e) Any engagement with Arthur Cox LLP (other than an engagement with Arthur Cox Northern Ireland) is an engagement with the firm of Arthur Cox LLP, a limited liability partnership, authorised by the Legal Services Regulatory Authority pursuant to the Legal Services Regulation Act 2015, registration number 1262352, based in Dublin regardless of the usual place of business of any of the Arthur Cox LLP personnel with whom you deal from time to time. Services required from Arthur Cox Northern Ireland or from Arthur Cox Listing Services Limited will be the subject of a separate engagement letter and terms of business, except where we have agreed that listing services will be provided by Arthur Cox Listing Services Limited as an ancillary service on the matter which you have engaged the Firm to provide professional services on. In such cases, where we consider it expedient, we may delegate to Arthur Cox Listing Services Limited on any terms (including power to sub-delegate) all or any of our functions.

(f) Unless agreed otherwise by us, our advice will be limited to the laws of Ireland.

(g) Unless you have retained us with the explicit aim of resolving a dispute through litigation or arbitration or other dispute resolution process, our representation of you does not automatically extend to arbitration or other dispute resolution process, litigation or any other contentious process.

(h) If a dispute occurs between you and another client of the Firm and you want to instruct us to represent you in any arbitration or other dispute resolution process, litigation or any similar process in respect of that dispute, we will consider with you the extent to which we can assist you.

(i) To the extent that, at the relevant point in time, you have instructed the Firm to act for you in relation to a matter and we have accepted those instructions and are working on that matter, a solicitor and client relationship will exist between you and the Firm. Any duty of care the Firm may owe is to you alone as our client. It does not extend to any other person (including, without limitation, your affiliates) unless otherwise agreed by the Firm.

(j) Our engagement with you in relation to any particular matter ceases when:

(i) we have accepted instructions from you in relation to the particular matter and we have completed those instructions;

(ii) you instruct us in writing that you no longer wish to proceed; or

(iii) we terminate the engagement in accordance with Clause 17 (General) of these Terms of Business.

(k) We will liaise with foreign lawyers, counsel, translators and/or other specialist advisers on your behalf as necessary. Any foreign lawyers, counsel, translators and/or other specialist advisers will be instructed by us acting as your agent on your behalf. We assume no responsibility or liability for, nor do we guarantee the accuracy of, any advice given to you by any such foreign lawyer or counsel, any translations provided to you by any such translator or any advice given to you by any such specialist adviser. You will be responsible (and we assume no liability) for the charges, costs and any applicable tax in respect of such foreign lawyers, counsel, translators and/or specialist advisers. We may arrange for these charges to be invoiced directly to you or alternatively, if we so elect, you authorise us to issue a single invoice to include these charges as well as our own.

2. INFORMATION AND COMMUNICATION

We may require you and any professional or other advisers working with you to supply us with the information which we consider necessary to perform our services for you. Unless you instruct us in writing to the contrary, we may communicate with, and take instructions from you, from members of your staff or any of your other advisers whom we consider appropriate and whom we reasonably believe are involved in the matter and can assist in the provision of the information and instructions necessary to enable us to provide our services to you. See also Clause 17(h) below.

3. BASIS OF OUR CHARGES

(a) Pursuant to section 150 of the Legal Services Regulation Act 2015, we must provide you with a written statement of our actual charges or, where this is not practicable, an estimate of our charges or, where neither of the foregoing is practicable, the basis on which our charges will be calculated.

(b) Our professional services will be provided on one of the following bases, or as otherwise agreed by us with you:

(i) on a “time” basis: this is dependent on the amount of time spent on the matter (including, without limitation, time spent on research, considering, preparing and working on papers, correspondence and making and receiving telephone calls, travelling and attending meetings) at the hourly rates for the partners and other staff engaged which are applicable when such work is carried out;

(ii) on an agreed fixed fee basis;

(iii) on a transaction fee basis; or

(iv) in certain cases, our fees will be based upon an appraisal of the value of the professional advice and services rendered, giving appropriate consideration to (I) the time and work required and the experience of those performing the services; (II) the complexity of the issues presented and the skills required; (III) the contribution made, responsibility assumed, amount involved and results achieved (IV) any extraordinary efforts made to meet time constraints or other requirements imposed by you or the circumstances, and (V) the fees customarily charged for similar professional services.

In the absence of any agreement that the professional services are provided on the basis of Clauses 3(b)(ii), (iii) or (iv), the time basis in Clause 3(b)(i) will apply.

(c) The hourly rates of our personnel are subject to periodic review and amendment. If requested, we can give written notice of any such amendment when it occurs. Variations in hourly rates of an individual engaged in the provision of services to you may also arise as a result of the promotion or increased seniority of that individual during the course of our engagement with you.

(d) Any estimate we provide of the likely fees for the professional services on which we have been instructed by you is purely an estimate, and it is not a quotation or an offer to carry out services at a fixed or capped price. The fees actually payable by you may be more or less than the estimate. Any fee quote, estimate or hourly rates provided and any professional fees that we charge are exclusive of disbursements, expenses and value added tax, if any. We will keep you informed about our costs, in particular if it appears that any fee estimate that we have provided will be materially exceeded.

(e) If we incur disbursements and expenses on your behalf in respect of a matter (including, but not limited to, search fees, court fees, photocopying, telephone calls, travel expenses, courier charges, hosting a data room, bank charges (including any negative interest rates or charges), or other non-advisory services), such disbursements and expenses will be for your account and included in the invoice(s) issued to you in relation to such matter, together with value added tax, if any.

(f) We may ask you to put us in funds to pay the items mentioned in Clause 3(e) above (either in advance on account or periodically as they become due for payment) or to make advance payments on account of our fees. We may apply such funds towards any invoice issued to you unless we receive the payment for another specified purpose. Payments requested in accordance with Clause 3(e) are payable on receipt by you of such request.

(g) We may include the costs relating to items mentioned in Clause 1(k) and Clause 3(e) above in our invoices as a means for you to put us in funds prior to the payment of these costs. These funds will, on settlement of the related invoice, be transferred to our office bank account and used to pay these costs on your behalf. The settlement of the portion of our invoice attributable to the items mentioned in Clause 1(k) and Clause 3(e) create an implicit or inherent instruction for us to use these proceeds to pay the relevant vendor on your behalf.

4. BILLING

(a) Our invoices will be addressed to you and you shall be liable to us for payment of such invoices. This will be the case even if our invoice states that another person may pay it.

(b) Our invoices (whether interim or final) will be issued by email and are payable by return. We may send you interim invoices on a weekly, monthly or other basis at our discretion or as otherwise agreed with you. Unless agreed between us to the contrary, all matters shall be invoiced on a monthly basis. Our invoices will be payable by you regardless of the outcome of the matter on which we have been instructed or the termination of our engagement. Without prejudice to any other rights or remedies we may have, we will have a lien on all papers, records and any other of your assets we hold as security for all amounts and liabilities of whatever sort due or becoming due to us from you. In the case of a client comprising more than one person, each such person shall, unless we agree with you otherwise, be jointly and severally liable for the payment of our invoices. If we agree to invoice (or our invoice is otherwise addressed to) another person for the fees incurred by you and such other person fails to pay, you shall remain liable to pay such fees. We shall charge interest on unpaid invoices at the rate of interest equal to our principal bank’s overdraft rate from time to time plus 1% with effect from one month after the date of our invoice.

(c) If you are required by law to deduct any amount from an invoice issued by us, you will pay an additional amount to us to ensure that we receive the amount we would otherwise have received.

(d) The invoices we issue to you and, in particular, the narratives in those invoices may contain information over which you may wish to claim privilege. Privilege may be claimed only in respect of information that is kept confidential. As we will not operate or have control over any electronic billing system you use, we:

(i) cannot keep secure, or maintain the confidentiality of any information in that electronic billing system; and

(ii) will not be responsible if confidentiality or privilege is lost once information has been uploaded to an electronic billing system. You are responsible for ensuring the confidentiality of all information once it has been uploaded.

This includes, without limitation, ensuring that:

(i) appropriate limits are placed on access to the information within your organisation; and

(ii) appropriate confidentiality provisions are agreed with your electronic billing system provider.

(e) In order for us to invoice you electronically, we may need to supply you or your electronic billing system provider with information about our Partners and our employees and this personal data may be stored, and accessible by you, electronically. You agree to use appropriate technical and organisational measures against unauthorised or unlawful use of such personal data and against accidental loss or destruction of, or damage to, such personal data other than to validate, and process the payment of, invoices issued by the Firm to you.

(f) If we incur or suffer any fee, cost or expense in connection with the administration, processing or payment of any invoice that we issue, e.g. due to you, an electronic billing provider, a financial institution or other third party charging a fee, cost or expense for such matters (including, without limitation, any negative interest charges that may be levied by a financial institution), any such fee, cost or expense, together with value added tax, if any, shall be invoiced to and shall be payable by you.

(g) At any time, you and we may agree that you will establish one or more fee reserves with us. Any such agreement shall be irrevocable. Each fee reserve payment that is made to us constitutes a payment in advance and shall be treated and applied in accordance with these Terms of Business. Without prejudice to the fact that a fee reserve constitutes a payment in advance, you irrevocably and unconditionally authorise us to apply any monies that we hold by way of fee reserve at any time by way of set-off against any sums (including fees, expenses and taxes) that have been incurred or accrued or that are due or owing by you and by any of your affiliates to us at that time. Unless agreed between us to the contrary, if any monies are applied from a fee reserve in making a payment to us, you shall replenish that sum in full within ten (10) days of the date of issue of a notice by us requesting the same by making payment by bank transfer in cleared funds to such bank account as we notify to you in writing. We shall repay to you any portion of a fee reserve that you have transferred to us in respect of any particular matter following the later to occur of (i) the conclusion of our engagement on that matter and (ii) receipt by us in cleared funds of all sums (including fees, expenses and taxes) that have been incurred or accrued or that are due or owing by you and by any of your affiliates to us.

5. CLIENT MONIES

All client monies transferred by you to the Firm will be received into our client monies current account with our bankers from time to time. If we receive written instruction from you to do so, client monies will be placed in a designated deposit account with a financial institution licensed to accept deposits in Ireland. In the absence of such an instruction, all client monies transferred to us by you will remain in our client monies current account and will not earn interest. In some circumstances, a financial institution may charge and deduct negative interest on client monies that it holds. You irrevocably consent to any such deduction. To the extent that we bear any such charge instead, this will be passed onto and will be payable by you, together with value added tax, if any. We will account to you for interest earned, if any (less tax, if appropriate) on client monies placed in designated deposit accounts. We will also notify you of any negative interest charges that arise, on our invoice(s) or otherwise.

We do not accept responsibility in relation to custodianship of funds or rates of interest (if any) applied or charged by the financial institution with which monies are placed, nor do we accept responsibility for any currency fluctuation in respect of funds transferred to or from our client monies, current account or any designated deposit account on any conversion of those funds to another currency or otherwise.

No undertaking given by the Firm, regardless of how it is worded, will oblige the Firm to make any payment from our client accounts, if to do so would be prohibited by:

(i) the laws or regulations of any jurisdiction in which the Firm practises; and/or

(ii) the laws or regulations of the jurisdiction to or from which the payment is or was to be made; and/or

(iii) the policies or procedures of the financial institution at which the relevant client account is held or the laws and regulations applicable to that financial institution.

6. PAYMENT OF COSTS IN CONTENTIOUS MATTERS

(a) You will remain liable to us for payment of our fees, expenses and disbursements irrespective of any arrangement for their payment by a third party (including any insurance against legal costs) or any other right of recovery reimbursement or indemnity which you might have (for example from an insurer, or opposing party ordered to pay costs or any order for costs made by a court and/or by a tribunal and/or by an arbitrator and/or any costs payable pursuant to a mediation agreement in your favour). Notwithstanding any right of recovery, reimbursement or indemnity which you might have, you will be the addressee of our invoice and remain liable to discharge it.

(b) If an order for costs is made by a court and/or by a tribunal and/or by an arbitrator against you (whether in interlocutory proceedings or otherwise) or any costs of any other party are payable by you pursuant to a mediation agreement, you will be responsible for the payment of such costs.

7. ANTI-MONEY LAUNDERING AND RELATED MATTERS

(a) As a firm of solicitors we are required to comply with certain anti-money laundering, sanctions, anti-terrorist financing and anti-bribery and corruption regimes and we may be obliged therefore to request certain documentation and information from you, including, without limitation, in relation to your and your affiliates’ identities and/or that of your and their respective organisations and direct and indirect stakeholders and your and their personnel. If we are unable to satisfy our obligations to identify our clients, where we suspect the intended or actual commission of an offence under any of the above regimes or where we are provided with any documentation, information or explanation in connection with any of the foregoing matters which in our opinion is inadequate, we may cease to act for you.

(b) There may be circumstances where, in connection with anti-money laundering, sanctions, anti-terrorist financing or anti-bribery and corruption regimes or other applicable laws, regulations or regimes, we are obliged to make a report to a regulator or other person, including, without limitation, if we know or suspect or have reasonable grounds for suspecting that a person is in possession of, or is dealing with, criminal property or property that is connected to certain offences or with terrorism or that a breach of an applicable sanctions regime may have occurred. In some circumstances, we may also need to seek consent from the requisite governmental or regulatory body to continue to act or we may determine that it would not be appropriate for us to continue to act. If such a situation were to arise in the course of acting for you, we might be required to stop working on your matter and we may not be in a position to tell you this. To the maximum extent permitted by law, we will have no liability to you for any loss, liability, damage or delay you may suffer as a result of the Firm making such a report, seeking such consent or ceasing to work on a matter in any of the circumstances referred to in this paragraph.

8. CONFIDENTIALITY

(a) We will keep confidential information you provide us with as a result of acting for you and will not disclose it to any other person without your consent, except:

(i) to your other professional advisers or any person mentioned in Clause 17(h) below;

(ii) where disclosure is required by law;

(iii) to a person or body which represents or regulates us (such as the Law Society of Ireland);

(iv) to the extent that such information enters, or has entered, the public domain;

(v) (in confidence only) to our professional indemnity insurers, brokers, auditors or advisers; or

(vi) (in confidence only) to selected third parties providing services relevant to our work for you.

(b) We will not (and none of our Partners or employees working for us will) be required to disclose to you, or use on your behalf or for your benefit, any documents or information in our possession in respect of which we owe a duty of confidentiality to another client, a former client or any other person or which we have obtained otherwise than in the course of acting for you on the particular matter on which we are then instructed.

(c) You agree that the fact that we hold information, whether generally or specifically, about your business and affairs will not at any time prevent us from acting for another client in relation to a matter to which that information might be relevant. This is the case even if you have (or may have) an “interest adverse” to that other client, provided that at all times, we continue to comply with our obligations to you under Clause 11 (Conflicts) below and our confidentiality obligations under Clause 8(a).

(d) You also agree (without prejudice to the generality of Clause 8(c) above) that if you cease to be a client of the Firm and we continue to hold confidential information in relation to you, we may act for other clients in relation to any matter where:

(i) that confidential information might reasonably be expected to be material and

(ii) you have (or may have) an “interest adverse” to theirs, provided that the provisions of this Clause 8(d) does not affect our confidentiality obligations to you under Clause 8(a) above.

(e) In Clauses 8(c) and 8(d), references to an “interest adverse” are to an interest that is from time to time considered adverse in the circumstances described in those Clauses. Under Irish law, for example, an interest adverse may arise where persons are opposing parties in litigation or some other form of dispute resolution or where a company proposes to take over another by means of a public bid that is hostile.

(f) Unless you have instructed us otherwise in writing, we are permitted to disclose to others that you are a client of the firm. In addition, once a matter has been announced or comes into the public domain, we are permitted to disclose that we acted for you in relation to that matter and to indicate the general nature of the work we have undertaken. Disclosures of this kind will be made by us primarily for the purposes of tenders, league tables, directory entries and on our website/brochures.

9. DAC6 ARRANGEMENTS

(a) In its capacity as an ‘intermediary’ under the EU Mandatory Disclosure Regime (Council Directive (EU) 2018/822) (“DAC6”), as implemented by Irish domestic law, the Firm is obliged (except in limited circumstances) to provide information regarding certain “reportable cross-border arrangements” to the relevant tax authority in the EU within a very limited timeframe. Whether a cross-border arrangement is reportable or not will depend on whether it meets certain ‘hallmarks’ set out in DAC6, and such arrangements may include the subject of this engagement. The DAC6 obligations apply to all taxes except value added tax, customs duties, excise duties and compulsory social security contributions. A report to one tax authority in the EU will be shared automatically amongst all of the EU member states’ tax authorities. The EU’s stated intention in mandating the provision of this information is to enable member states to react promptly against harmful tax practices or aggressive tax planning.

(b) The Firm will review the matter(s) and/or legal services in respect of arrangements where we provide or have provided legal services to you to determine whether the arrangement in question constitutes a reportable arrangement. Should the Firm determine that it is obliged to make a disclosure under DAC6, we will endeavour to notify you in advance of making such disclosure and will in any event provide you with a copy of the disclosure submitted. The Firm is not obliged to disclose to the relevant tax authority information that is protected by legal professional privilege. If legal professional privilege does apply to the information that would otherwise be included in a disclosure to be made under DAC6, and if this legal professional privilege is not waived, we will notify the ‘relevant taxpayer’ for the purposes of DAC6 of the reporting obligations which then pass to the ‘relevant taxpayer’ under DAC6. We can, if requested by you, advise on how such disclosure may be made, including the application or waiver of legal professional privilege.

(c) Any DAC6 disclosure by the Firm supersedes the confidentiality provisions set out at Clause 8 of these terms. To the maximum extent permitted by law, we will have no liability to you for any loss, liability or damage you may incur as a result of the Firm making such disclosure.

10. DATA PROTECTION

(a) In the course of providing professional services to you, we may receive and process information and personal data about you, your business, employees, agents or representatives. We will only use such information for the purposes of providing professional services and advice and for associated administration purposes. We may also process your information where necessary to comply with our legal and regulatory obligations, including, without limitation, those relating to anti-money laundering, anti-bribery and corruption and sanctions.

(b) We may use your contact details to send you information which we think may be of interest to you, such as our client update bulletins. However, at any time you can opt out of receiving such information by contacting our Marketing Department or by simply following the unsubscribe instructions on the materials you receive. Notwithstanding that we may send such information, we have no continuing obligation to bring changes or proposed changes of law to your attention.

(c) When acting for you, you may require us to process information about living individuals in relation to your matters. Where we act as data processor, we will process personal data held in connection with your matters only in accordance with your lawful instructions. Where we act as joint data controller or controller in common with you, we and you each agree to discuss (when either we or you request) how to deal with such personal data. We cannot give notice to or obtain consent from individuals whose personal data is supplied to us in connection with your matters. Similarly, we cannot confirm the accuracy of any such personal data. You shall be responsible for ensuring the accuracy of such personal data and ensuring that fair processing information has been given to and consents obtained from those individuals where this is required.

(d) We take the security of our systems and client information very seriously. If you have any questions about the security of our systems, please raise them with your relationship partner in the first instance. Please be aware, however, that we reserve the right not to provide you with access to our systems or detailed answers about our systems, including where, in our opinion, doing so could compromise the security of those systems. Further, any answers we do provide about the security of our systems will be for your information only, are not to be disclosed to any other person and may not be relied upon by you as representations, warranties or undertakings.

(e) We will take appropriate technical and organisational measures against unauthorised or unlawful processing of personal data held in connection with your matters and against accidental loss or destruction of, or damage to, it. Where necessary, our processing of such personal data may include transferring it to other offices of the Firm in other jurisdictions (all of which comply with relevant local laws applicable to personal data and with the Firm’s internal policies on data protection) or to regulators or authorities.

(f) We will retain any personal data provided to or obtained by us in the course of advising you in accordance with our data retention policies. Usually this means that your file will be securely stored for at least six years after completion of the relevant matter (or longer as reasonably required).

(g) If we receive a request from an individual regarding the personal data we hold about that individual in connection with your matters, or where we receive an enquiry or investigation from the Data Protection Commission, we will, in so far as we are permitted by law to do so, notify you as soon as practicable of the request. We will take all necessary steps to respond, or to assist you in responding, to any requests, enquiries or investigations received by us or you about the personal data we have processed in connection with your matters. We may make a reasonable charge for the costs incurred and time spent responding to any such requests.

(h) We communicate with our clients and internally, including between offices, in a variety of ways including by email using the internet. Email involves well-publicised risks, including delays, non-delivery, data corruption, hacking, interception, unauthorised amendment and other tampering and, in some cases, use of email may compromise confidentiality and legal privilege. In addition, email can transmit viruses, worms, Trojan horses and other malicious codes (“viruses”).

(i) Because we cannot guarantee the effectiveness or security of using email, we will not be responsible if: (i) emails are delayed, not received, corrupted, used to hack into systems, intercepted, amended without authority or otherwise tampered with; (ii) emails are received by persons other than their addressees; or (iii) confidentiality or privilege is lost. In addition, although we use anti-virus software, we cannot guarantee that all emails we send to you will be free from infection and we will not be responsible for any viruses we may pass on to you.

(j) In so far as we are a data processor acting on your behalf, we will notify you without undue delay after we become aware of any relevant personal data breach. In so far as we act as a data controller, we will comply with our reporting obligations under applicable law in the event of a personal data breach.

(k) If you would prefer us not to use email for any particular matter, please do inform your relationship partner or the relevant matter partner in writing.

(l) If you or we, on your behalf, retain another person to provide you with advice or services, you are providing us with a general authorisation to engage with that person either directly or on your behalf. However, we shall have no liability for any:

(i) inefficiency or failure of their systems;

(ii) unauthorised access to or misuse or loss of information about your business and affairs from their systems or that is in their possession; or

(iii) viruses they may pass on to you, nor will we be responsible for checking the adequacy of the security of their system. This is the case regardless of whether you have instructed them directly or we have instructed them on your behalf. Where we engage third parties to assist us in delivering services to you and where those third parties process personal data on our behalf, we will ensure that appropriate contracts are in place between us and such third parties as required by law.

11. CONFLICTS

(a) As our conflicts checking process may not identify all situations where there may be a conflict with your interests, we request that you notify us promptly of any potential conflict affecting our services to you of which you become aware.

(b) We will not act, or continue to act, in relation to a matter where we are prohibited by law or by our professional rules from doing so. In particular, we will not act, or continue to act, in relation to a matter where there is a conflict of interest in relation to that matter or we perceive there is a significant risk that a conflict may arise, in each case, unless we are permitted to do so by law and/or the professional rules from time to time applicable to us and our own internal rules and (where required by any such rules) with your consent. If a potential conflict is identified by us and we believe we can act or continue to act and that your interests can be properly protected by the implementation of procedures for protection of your confidential information and/or by limiting the scope of the engagement, we may do so provided that if the professional rules from time to time applicable to us or our own internal rules require that we obtain your consent in order for us to do so, we will discuss and/or agree with you any related steps which we shall implement and in such circumstances, if you or we believe that such procedures or limitations would not properly protect your interests, we may decline to act or decline to continue to act.

(c) In auction sales, bids, tenders, competitive processes and similar situations where you instruct us to act for you (i) as a potential bidder, tenderer or offeror for a company (or other entity) business or assets, or (ii) in your capacity as a financier to, or as a financial or other adviser to, any person involved in any such auction, competitive process or similar situation, we may also act for other potential bidders or offerors, their financiers and/or any other interested parties on the basis that separate Arthur Cox LLP legal teams would be involved and that they would not communicate confidential information to each other. We may also act on this basis in any other situation where you (or your client) are or may be competing with another client of the Firm for the same company (or other entity), business or asset. For example, this includes us acting for more than one creditor in an insolvency, bankruptcy, court protection or similar or equivalent situation.

12. LIMITATION OF LIABILITY

(a) We will not be liable to you or to any third party for consequential or indirect damages or losses.

(b) In any cases where others share responsibility for the matter, our liability for any losses, liabilities, damages and claims arising out of or in connection with the matter shall be limited to the proportion of any such losses, liabilities, damages and claims which it would be just and equitable for us to pay having regard to the extent of our responsibility.

(c) Arthur Cox LLP is a limited liability partnership, authorised by the Legal Services Regulatory Authority and our partners’ liability is limited as provided in section 123 of the Legal Services Regulation Act 2015.

(d) We have an interest in limiting the liability of our employees and accordingly, you agree not to bring any claim of any kind against any of our employees personally.

(e) We will have no liability to you where we have not been paid in full by you for our services.

(f) Subject to the provisions of this Clause 12 (Limitation of liability), any liability we may incur in any circumstances (whether in tort, contract, under statute or otherwise, and howsoever caused, including but not limited to breach of contract, negligence, non-performance and/or breach of statutory duty) arising from or in connection with the professional services provided by us shall in relation to each matter be limited to the sum specified in the Engagement Letter or if no sum is specified, to €5,000,000 (five million euro).

(g) The limit of liability applicable under Clause 12(f) shall apply to:

(i) any claim arising directly or indirectly from an act or omission or a series of acts or omissions;

(ii) any claim arising directly or indirectly from the same or similar acts or omissions in a series of related matters or transactions; and

(iii) all claims arising directly or indirectly from one matter, transaction or assignment.

(h) If we are acting for more than one person, the limit of liability will have to be allocated by you between all persons for whom we are acting and any person claiming through any one or more of them and that allocation will be a matter entirely for you. If, for whatever reason, you do not agree on an allocation, then you agree not to dispute the limit of liability on the grounds that no such allocation was agreed.

(i) The limitations and exclusions of liability in these Terms of Business shall not apply to any liability for death or personal injury caused by our negligence or for fraud or any other liability that cannot lawfully be excluded or limited in accordance with the laws of Ireland.

13. LIMITATION OF LIABILITY OF OTHER ADVISORS

(a) If you agree that another adviser’s liability to you may be capped or otherwise limited, this may have adverse consequences for us. This is because, if we were to be jointly liable with that adviser to make a payment to you (or would have been jointly liable but for the agreed cap or limitation of liability), we might find ourselves liable to pay you a larger proportion of that payment than would otherwise be the case and our ability to seek a contribution from that adviser could be affected.

(b) Therefore, if you do agree that another adviser’s liability to you may be capped or otherwise limited, any liability we might have to make a payment to you will be reduced by the full amount of the contribution we would have been able to recover from that adviser if you had not agreed that its liability to you be capped or otherwise limited. This is the case regardless of whether that other adviser actually would have been able to pay the contribution to us and means, for example, that any liability we might have to make a payment to you will be so reduced notwithstanding an insolvency, bankruptcy, court protection or equivalent procedure or process affecting that other adviser.

14. USE OF DOCUMENT AND ADVICE

(a) You are entitled to and own any final document or other material that is prepared or settled for you by us (whether alone or in conjunction with any other person) during the course of a matter on which we are advising you and which relates to such matter. This would include, for example, the final versions of any deed or contract we prepare or settle for you or opinion or letter of advice we address to you. However, the copyright, and any other intellectual property rights, in any material we prepare or settle in relation to your matter belongs to us and we may use any such material as part of our internal, confidential know-how system.

(b) No party other than you is entitled to or may rely on any advice we provide to you during the course of a matter. If any material we prepare or settle or advice we give you during the course of a matter is subsequently used by you or anyone else (in whole or in part) in relation to any other matter where we have not been specifically engaged to advise, we will have no liability in relation to that other matter or the material or advice (or part) that is used.

15. DOCUMENT RETENTION

(a) We will normally send you original signed documents for safekeeping at the end of a matter. We may keep copies of any material we send to you for our own records.

(b) Save for any original signed documents that we have agreed in writing to hold for you for safekeeping, we reserve the right to destroy or delete any material relating to your matter without further reference to you. We will, however, normally retain material relating to a matter that we consider to be significant for a period of at least six years. Our liability to you for the loss or damage of any such original signed documents shall be limited to the cost of replacing or reconstituting such documents. We reserve the right to return such documents to you by registered post to the last address you have communicated to us at any time. We will, at your written request, at any time release to you or to your order all documents owned by you provided that we do not at the time exercise our right to retain documents pending payment of any outstanding fees or are not prevented by any court order, undertaking or other legal constraint from doing so.

(c) Upon request, and subject to our right of lien (if applicable) in respect of such documents, we will return to you any original signed documents as referred to in Clause 15(a) we still hold that belongs to you and may, at our discretion, supply you with copies of any other material we still hold that relates to your matter.

16. INFORMATION PROVIDED TO US

(a) We will have no duty to assess, evaluate or advise upon and shall have no responsibility for any information or other data that you, any person mentioned in Clause 17(h) or any third party supplies to us (including, without limitation, formulae, algorithms or other data (whether numerical, scientific or otherwise) that you, any person mentioned in Clause 17(h) or any third party supplies to us for inclusion in any documents (whether or not such documents are prepared by us, are included in documents prepared by you, any person mentioned in Clause 17(h) or any third party or that arise or derive from documents prepared by us)).

(b) It shall be your responsibility to ensure that all information, formulae, algorithms and other data (whether numerical, scientific or otherwise) included in documents that you issue or enter into or by which you are bound or which are otherwise relevant to our work on your matter have been accurately recorded, meet your objectives and are free of error.

17. GENERAL

(a) If you continue to instruct us after the receipt of these Terms of Business and any associated Engagement Letter, you shall be deemed to have agreed to their terms to the maximum extent permitted by law and we shall assume that you are in agreement with their terms. No waiver of or amendment to any term or Clause of these Terms of Business, any Engagement Letter or any fee estimate or fee quote that we provide to you will be effective unless it is agreed by a Partner.

(b) We hope that you will not have any cause for complaint. If, however, you do have any problem or complaint about us, please raise it in the first instance with your relationship partner and, if the issue cannot be resolved, with our Managing Partner.

(c) We may decide to stop acting for you and to terminate our engagement with you where we have good reason to do so. Examples of good reasons to terminate include, but are not limited to, circumstances such as:

(i) you having failed to comply with your responsibilities under Clause 2 (Information and communication) and/or Clause 7 (Anti- money laundering and related matters);

(ii) our invoices not being paid in accordance with these Terms of Business;

(iii) in our opinion, our continuing to act would be in breach of, or put us at risk of breaching, our legal or regulatory obligations;

(iv) we become aware of any conflict between the legal, political, socio-economic, ethical or other interests of the firm or of its other existing clients, whether individually or as a whole,(such interests to be as from time to time determined by the Firm’s Managing Partner) and your interest or

(v) our being unable to obtain clear instructions from you to progress the matter we are advising you on. We will endeavour to give you reasonable notice if we intend to stop acting for you, but in certain circumstances this may not be possible.

(d) These Terms of Business set out the rights and obligations of you and the Firm only. These Terms of Business are intended to confer benefits on you, the Firm or on individual Partners of the Firm and on our employees and are intended to be enforceable by any of them. Other than Clause 12(c), nothing in these Terms of Business shall confer or purport to confer on a third party any benefit or the right to enforce any term of these Terms of Business.

(e) Neither party shall be in breach of these Terms of Business nor liable for delay in performing, or failure to perform, any of its obligations under these Terms of Business if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for three months, the party not affected may terminate this agreement by giving 14 days' written notice to the affected party.

(f) This contract or any work order thereunder may be terminated by either party at any time, without cause, by giving written notice to the other party not less than 30 days before the effective date of termination.

(g) Arthur Cox LLP will be entitled to receive payment for all time spent and charges incurred up to the date of termination of the contract for any reason.

(h) In respect of any matter on which we accept instructions to represent you, we may accept instructions and communications from, and we may deliver our advice and any communications to, you, any of your affiliates, any of your and their respective relevant investment or property advisers or managers or sub-advisers or sub-managers, any of your or their respective financial, investment banking, legal, tax, professional and/or any other adviser, including in particular (but without limitation) any lead financial, investment banking, property or legal adviser, and your and their respective directors, officers, employees and partners, as applicable (without prejudice to the fact that in each case any advice or recommendation that we issue, provide, send or give may only be relied upon by you, save to the extent we may agree to the contrary). Any such instructions and communications from any such person shall in all cases be deemed to have been given or approved by you and any communications and advice that we may have with or send or otherwise provide to any such person shall be deemed to have been given to and received by you. It shall be responsibility of each of those persons to keep you informed of, and you agree that you shall be deemed to have actual notice of, the content of all such instructions, communications and advice.

18. INTERPRETATION

(a) These Terms of Business (as amended from time to time) apply to the particular matter in relation to which we are acting for you and to all additional/subsequent further matters in relation to which we accept instructions to act for you. Each initial matter and additional or subsequent matters we advise you on is referred to in these Terms of Business as a “matter”.

(b) References to “you” in these Terms of Business are to the person instructing the Firm to act in relation to a particular matter. That person is the entity for whom our services are provided and, unless otherwise agreed by us, no other person has any rights to rely on advice given by us to you during the course of that matter.

(c) References to the “Firm”, “Arthur Cox LLP”, “we” and “us” in these Terms of Business are, where the context so admits or requires, references to the Partners from time to time in the partnership known as Arthur Cox LLP whose principal place of business is in Dublin, Ireland (and excluding Arthur Cox Northern Ireland) and/or to employees of that partnership or of any legal entity owned by that partnership and used by it in connection with the provision of legal, company secretarial, listing, consulting or other professional services (including, but not limited to, the provision of legal searches, data site hosting and e-discovery/investigation).

(d) References in these Terms of Business to “any matter being agreed” by the Firm, Arthur Cox LLP, a Partner or us (and any cognate expression) refers only to the prior written agreement having been provided by a Partner to that matter.

(e) References in these Terms of Business to an “affiliate” of any person includes, in relation to that person, a subsidiary of that person or a holding company of that person or any other subsidiary of that holding company. In relation to any person that is a fund acting in respect of one of its sub-funds or compartments, or which has an affiliate that is a fund acting in respect of one of its sub-funds or compartments, the term “affiliate” shall include any related funds of that person and, as the case may be, any related funds of that affiliate and it also includes any investment manager, investment adviser and person carrying out a similar role in relation to any person named in this definition.

(f) References in these Terms of Business to a “holding company” means, in relation to a person, any other person in respect of which it is a subsidiary.

(g) References in these Terms of Business to a “governmental body” includes any central or local government or governmental or regulatory body thereof, or political subdivision thereof, whether federal, state, local or foreign, or any agency, instrumentality or authority thereof, or any court, tribunal or arbitrator (public or private).

(h) References in these Terms of Business to a “person” includes any firm, company, corporation or body corporate (in each case, wherever and however incorporated or established), individual, governmental body or any association, partnership, consortium or other entity (in each case, whether or not having a separate legal personality).

(i) References in these Terms of Business to a “related fund” in relation to a fund (or a sub-fund or compartment of a fund) (the “first fund”), means a fund (or a sub-fund or compartment of a fund) which is managed or advised by the same investment manager or adviser as the first fund or, if it is managed by a different investment manager or adviser, a fund (or a sub-fund or compartment of a fund) whose investment manager or adviser is an affiliate of the investment manager or adviser of the first fund.

(j) References in these Terms of Business to a “subsidiary” shall include a “subsidiary undertaking”, within the meaning of that term in the Companies Act 2014.

(k) In Clauses 17 (General) and 18 (Interpretation), references to a “Partner” are to anyone who is, has been or in the future becomes a Partner, and references to “our employees” are to persons who are, have been or in the future become an employee, consultant or representative of Arthur Cox LLP or any company, partnership or other person controlled by Arthur Cox LLP or one or more of their Partners (in their capacity as Partners). In all other Clauses, references to a “Partner” are to anyone who (at the date of these Terms of Business) is or in the future becomes a Partner, and references to “our employees” are to persons who (at the date of these Terms of Business) are or in the future becomes an employee, consultant or representative of Arthur Cox LLP or any company, partnership or other person controlled by Arthur Cox LLP or one of more of their Partners (in their capacity as Partners). In this Clause 18 (Interpretation), a person is “controlled” by another person if that other person has the ability to ensure, directly or indirectly, that the activities and business of that person are conducted in accordance with the wishes of that other person and/or if that other person is entitled to receive, directly or indirectly, the majority of that person’s assets on a winding up (or equivalent) of that person.

(l) If at any time any provision of these Terms of Business is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, that shall not affect or impair:

(i) the legality, validity or enforceability in that jurisdiction of any other provision of these Terms of Business; or

(ii) the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of these Terms of Business.

19. CHANGES TO THESE TERMS OF BUSINESS

From time to time, we may find it necessary to amend these Terms of Business. If we forward any updated or amended versions of these Terms of Business to you, unless you communicate to a Partner in writing any objection to such updated or amended Terms of Business promptly (and in any event by no later than the third business day) after receipt of them, those updated or amended Terms of Business, will apply and shall govern the relationship between us. The latest version of our Terms of Business will always be available to you on request. If you continue to instruct us after you receive any updated or amended Terms of Business, you shall be deemed to have agreed to their terms to the maximum extent permitted by law and we shall assume that you are in agreement with their terms.

20. GOVERNING LAW AND DISPUTE RESOLUTION

(a) These Terms of Business, any Engagement Letter and any fee estimate or fee quote that we provide to you and any non-contractual obligation or liability arising in connection with any of them will be governed by and interpreted in accordance with the laws of Ireland.

(b) Any dispute arising out of or in connection with these Terms of Business, any Engagement Letter, any fee estimate or fee quote that we provide to you or the provision of professional services to you (including any non-contractual obligation or liability in connection with any of the foregoing), in each case excluding any dispute in relation to payment of our fees or other sums due to us, will be submitted in the first instance to voluntary mediation in Dublin under the auspices of the International Centre for Dispute Resolution. If mediation is not successful, then any dispute arising will be submitted to arbitration under the provisions of the Arbitration Act 2010 (the “Act”) to be conducted under the UNCITRAL Model Law as provided for in the Act. The seat of the arbitration shall be Dublin and the arbitration shall be conducted by a single arbitrator to be mutually agreed between us. If agreement is not reached between us as to the appointment of an arbitrator within 21 days of either party first suggesting an individual for appointment, then either party may refer the issue of the appointment of an arbitrator to the President of the Law Society of Ireland who shall appoint as arbitrator a senior counsel specialising in commercial law and such decision on appointment shall be final and binding.

(c) Notwithstanding the provisions of this Clause 20, we may bring legal proceedings in Ireland or in any other jurisdiction in relation to fees or other sums due to us.