1. These terms of business should be read and construed in conjunction with the Engagement Letter which accompanies or refers to them. Where there is any inconsistency between these terms and the Engagement Letter, the latter will prevail.
2. In these terms, the following words and phrases shall have the following meanings:
   • Client or you: has the meaning given to it in the Engagement Letter;
   • Engagement Letter: means a letter enclosing or referring to these terms and recording the engagement by you of OAUK for the purpose of delivering the services specified therein;
   • OA: means Olaniwun Ajayi LP, a limited partnership whose principal place of business is The Adunola, Plot L2, Banana Island, Ikoyi, Lagos;
   • OA Persons: means OAUK, OA and each and all of our partners and employees and the partners and employees of any other subsidiary or affiliated offices of OAUK and OA;
   • OAUK or we: means Olaniwun Ajayi (UK) LLP, a limited liability company registered in England and Wales whose registered office and principal place of business is 29th Floor, 30 St Mary Axe, London EC3A 8AF.
3. These terms of business are supplemented by any jurisdiction-specific Additional Terms of Business referred to in the Engagement Letter. Where there is any inconsistency between these terms of business and the Additional Terms of Business, these terms of business shall prevail.

To achieve your objectives, it is imperative that we work together as a team, and that any changes in objectives are communicated promptly and clearly to OAUK. Such changes may require amendments to the scope of our work as described in the Engagement Letter and OAUK will issue appropriate amendments or supplements to the Engagement Letter to record these changes from time to time. It is the Client’s responsibility, however, to decide use of and the extent to which it relies on and implements the advice or recommendations of OAUK.

1. Due to the nature of our business, it is inevitable that current and future clients of ours will come into contact with you, and it is important that we agree with you on certain matters in relation to conflicts of interest to preserve our ability to represent both you and other clients. You agree that OAUK may act for current or future clients (including any parties adverse to you in this matter) in any other matter (including in litigation, arbitration, or other dispute resolution proceedings) that is not substantially related to your matter, even if their interests are directly adverse to you or your interests in that other matter. We agree, however, that we will not represent another client in a matter if we have obtained non-public proprietary or other confidential information from you that could be used by that other client to your material disadvantage in that matter. You agree and accept that you have access to independent advice on the effect of this Clause 3.1 and that your signature by way of acceptance of the provisions of the Engagement Letter is confirmation that you understand the scope and application of this paragraph and that you have no questions or concerns in that respect.
2. Where either conflicts of interest exist or a party has engaged OAUK before you have done so and subsequently circumstances change, we may consider that your interests are likely to be prejudiced and we may not be satisfied that the situation can be managed in a manner which safeguards the interest of each client. In that event, we reserve the right to terminate the Engagement Letter and we shall be entitled to do so in accordance with Clause 14 below.
3. OAUK has and shall continue to have arrangements in operation designed to facilitate the protection of each of our client’s interests through the use of one or more of the following safeguards: separate advisory teams, operational independence, separate computer servers and separate mail systems (Safeguards). You recognise and accept that Safeguards are maintained to restrict the flow of information within OAUK or to or within any other OA Persons. Subject to Clause 3.1 above, you agree that because these Safeguards exist to protect both your interests and any confidential information which individuals have learned in the course of acting for you, we may accept instructions from another party or parties notwithstanding that such confidential information may be relevant to that other party or parties.
4. You agree that our obligation to disclose information to you shall not extend to the information learned outside the scope of the Engagement Letter. You agree that we will be under no duty or obligation to disclose to you or to use on your behalf any information in respect of which we or any other OA Persons owe a duty of confidentiality to another client or any other person.

Olaniwun Ajayi (UK) LLP is a limited liability partnership registered in England and Wales (partnership number OC438863), and is authorised and regulated by the Solicitors Regulation Authority (SRA number 835273). Olaniwun Ajayi (UK) LLP is part of Olaniwun Ajayi, an international law firm, operating through various separate and distinct legal entities.

A list of members is open for inspection at its registered office and principal place of business, 30 St Mary Axe, London, EC3A 8AF and at the address at the top of this letter. Partner denotes a member or a shareholder or an employee or consultant with equivalent standing and qualification employed or engaged by Olaniwun Ajayi (UK) LLP or any of its affiliates.

A list of offices and regulatory information can be found at olaniwunajayi.net.

VAT Registered. VAT Number: 427026123.

1. Written Procedures

   A written copy of our procedures relating to concerns or complaints referred to in paragraph [5] of the Engagement Letter is available upon your request. In addition, you may be entitled to use the redress procedures operated by the Legal Ombudsman and/or the Solicitors Regulation Authority (SRA). Full details regarding the Legal Ombudsman’s services are available at www.legalombudsman.org.uk. The SRA’s website is www.sra.org.uk. There are time limits for lodging complaints with the Legal Ombudsman.

2. Immediate Notification

   Please notify us immediately about any aspects of our services that you may find unsatisfactory, or any suggestions as to how we may improve our services. If the partner identified in the Engagement Letter as responsible for carrying out your instructions is unavailable or fails to resolve the matter, please contact a senior partner of OAUK.

1. Services and Quality

   The scope of the services is described in the Engagement Letter as amended or supplemented from time to time. OAUK shall not be responsible for providing any service or advice outside that scope unless it agrees to do so in writing. All the work which OAUK undertakes is subject to its quality assurance procedures. These procedures have been developed to ensure that the services are presented to a consistent, high standard of quality.

2. Employees of OAUK

   From time to time we will delegate tasks to suitably experienced fee earners to enable work to be carried out in a timely and cost effective manner. Where appropriate, work may be undertaken, subject to supervision, by a suitably qualified person who is not a solicitor.

To enable us to provide the services to you, you agree to provide us with all relevant information, including any matter or fact which may have any bearing on our acting for you or our provision of the services so that we can consider whether it is relevant to the conduct of the matter.

It is of particular importance that:

1. Timely Provision of Information

   You provide us in a timely manner with instructions, information, and documents required for us to carry out the services.

2. Accuracy of Information

   All information which you provide to us is true, accurate, and not misleading to the best of your knowledge, information, and belief (this is important as we will not verify the accuracy and completeness of the information which you supply to us unless we have agreed to do so in providing the services).

3. Notification of Changes

   If there are changes to the information provided to us, you notify us immediately.

No OA Persons involved in this matter shall be responsible for any loss or damage arising from reliance on any information, or for inaccuracy or other defect in any document supplied by you.

7.1 Our fees will be charged on the basis set out in the Engagement Letter or, if not so set out, on the basis of any other written agreement made between us and where practicable, we will notify you if any estimated or other fee is likely to be exceeded. We shall be entitled to charge more than an agreed or capped fee if any of the scope or assumptions on which it was based do not apply.

7.2 Our invoices are payable on receipt and in the currency in which they are submitted. If you ask us to provide invoices using an e-billing solution you understand that:

1. We will send your information to our and your third party supplier(s) to enable us to comply with your request and the transfer is at your risk;
2. Any costs arising out of use of your third party supplier shall be borne by you; and
3. Our compliance with your request shall not reduce the fee otherwise chargeable by us.

7.3 If you are required by law to deduct any amount when paying an invoice, you will pay to us an additional amount so as to ensure that we receive a net sum equal to the amount of the invoice. If your payment of any of our invoices or our receipt of payment is subject to exchange or other similar controls, you agree to obtain (or help us to obtain) the necessary consents as soon as possible after each invoice is rendered and ensure that we receive prompt payment, together with any additional amount referred to in this paragraph.

7.4 We need to approve in advance any proposal for any part of our invoices to be paid by a third party. Notwithstanding our approval, you agree that you will remain responsible for paying the whole invoice and any interest accrued on it.

7.5 We do not accept client funds other than in respect of payment of our invoiced fees and expenses. But were we to do so, pursuant to the Solicitors Accounts Rules, we pay interest on client monies held by us. We would do so in accordance with our client funds interest rate policy applicable at the time. You agree that you will pay any tax in respect of any interest earned on funds held by us on your account, whether the interest is applied towards discharge of a bill or is paid to you. If you are an individual and an EU resident, we may be required to inform HM Revenue and Customs (HMRC) of any interest we pay you. HMRC may then inform the relevant tax authorities in the jurisdiction in which you are resident.

7.6 You agree that we shall be entitled to charge you for the time and expense involved in responding to any subject access request delivered to us under the Data Protection Act 2018 (as amended or replaced from time to time) or any regulations made under it which we receive from a third party in connection with any matter on which we are or were acting for you. This obligation will survive the termination of this agreement and our relationship with you.

7.7 Unless otherwise agreed, any other affiliated office of OA or OAUK that is involved in providing the services may provide statements of their fees and charges to us and we will include such fees and charges in our statements to you, which you will be obligated to pay in order that we can remit payment to the relevant OA Person.

7.8 If an invoice remains unpaid 30 days after delivery:

1. We may charge interest on it at the rate payable under the Late Payment of Commercial Debts (Interest) Act 1998 and under such arrangements allowable under any other the laws and professional regulations applicable to us or as may be provided for in applicable additional standard provisions or an agreement between us and you;
2. On giving written notice to you, we may cease work on the matter to which the invoice relates and any of your other matters. You agree that we are not responsible for any loss resulting from such inactivity. If the matter is litigious, we may also remove ourselves from the court or tribunal record.

7.9 You agree that we may exercise a lien over your files and documents until all invoices due to us from you have been paid in full, subject to the laws and professional regulations applicable to us.

7.10 If we are required by any governmental or regulatory body, or by a service provider appointed by you, to submit one of our invoices to audit, to produce documents or provide information on any individual matter on which you have instructed us, we shall be entitled to invoice you for the work involved (and any disbursements incurred) at the rates agreed for the relevant matter. If legal privilege attaches to any such documents, you will either waive privilege or instruct us to review them in your interests.

8.1 Confidence
Subject to Clauses 8.2 and 10.2 below, OAUK and each other OA Person involved in providing the services will treat all information which is provided to us by you or on your behalf for the purposes of this matter as strictly confidential and will not use or disclose this information except for the purposes of providing the services (which you acknowledge may require us to disclose information to third parties including your other advisers) unless we have obtained your prior consent to such disclosure or we are required to do so by the laws and professional regulations applicable to us. This obligation will not apply to any information which is in or comes into the public domain otherwise than as a result of a breach by us of these terms, nor does it apply to information which is already lawfully in our possession at the time it is communicated by you to us.

8.2 Disclosure
Notwithstanding Clause 8.1 above, OAUK and each other OA Person involved in providing the services will be entitled to disclose any relevant confidential information provided to us by you or on your behalf for the purposes of this matter in order to take, protect and/or defend ourselves in any actual or threatened legal, civil or regulatory proceeding and may also disclose any relevant confidential information in confidence to:

1. Our insurers and insurance brokers;
2. Our auditors, bankers and any other advisers appointed by us from time to time.

8.3 Contractual obligations
Clauses 8.1 and 8.2 shall survive the termination of the Engagement Letter.

You agree that we may communicate with you by email sent without encryption over the internet. Neither OAUK nor any other OA Person involved in providing the services shall be responsible for any loss or damage arising from the unauthorized interception, re-direction, copying or reading of emails, including any attachments, nor shall we or they be responsible for the effect on any computer system (or any loss or damage arising from any such effect) of any emails, attachments or virus which may be transmitted by this means.

1. Although it is our policy to archive files (whether paper or electronic) and documents for a period of at least six years after they are regarded as closed by us, we do not undertake to store or retain your files for any particular period of time, but will do so for at least the minimum number of years required by applicable laws and professional regulations. We accept no responsibility or liability, however, for any loss or damage caused by our failure to retain files and/or documents for any period after such closure or for any damage that may be suffered to the contents of any such files and/or documents during that storage or retention period and we are authorised by you to destroy the files and/or documents after such time. We will not destroy documents we agree to hold in safe custody.
2. After completion of the services, you agree that we shall be entitled to retain and use for our own purposes copies of all files and documents created and received by us during the provision of the services.
3. You agree that we shall be entitled to retain all files and documents created and received by us during the provision of the services until our fees and disbursements have been paid in full.
4. We act as a data controller in the provision of our legal services. We will process personal data provided to us by you or your employees or agents in relation to any instruction in accordance with data protection standards required by applicable law and will implement appropriate technical and organisational security measures to protect against unauthorised or unlawful processing of that personal data and against accidental loss of, or damage to that personal data. Please see our Privacy notice for further information on our processing of personal data: Privacy Notice.
5. Each party (you and we) will assist the other party in complying with its respective obligations under applicable data protection law and will ensure that the provision of personal data to the other party is fair and lawful. You agree that you will make our Privacy notice available to your employees or other individuals whose personal data you share with us where this provision of information is required by applicable data protection law. We in turn agree that we will promptly notify you either:
   1. upon receipt of a request or complaint from a regulatory authority or an individual exercising a data subject right; or
   2. in the event of loss, disclosure or unauthorised or unlawful processing of personal data that you have provided to us or that we have obtained on your behalf. We will cooperate with you and provide all reasonable assistance as may be required in either case.
6. In the course of providing our services to you, personal data (if any) with respect to persons in the United Kingdom may be accessible to and used by OA Persons and their contractors and/or agents, including those located outside the United Kingdom where data protection laws may not be as comprehensive as in the United Kingdom, but as to such personal data we will require the recipient to comply with the data protection standards of the Data Protection Act 2018.
7. We will also share your contact details, and those of your staff with whom we have contact, with other OA Persons in order to provide you with information relevant to your business, and to ensure your continuous access to publications, events and news in areas of interest to you. Where your employees supply their contact details to us, we will only use that personal data in accordance with our Privacy notice referenced above or as otherwise consented to by them.
8. We will not exchange information that will result in waiver or loss of any client privilege with other OA Persons. Otherwise, you agree that we may exchange your information (including personal data) with other OA Persons, including for the purposes of conflict checking, compliance, financial planning, billing, business development and matter management. Arrangements are in place among all OA Persons to protect the confidentiality of the information exchanged.
9. We may and you agree we may outsource certain functions associated with servicing clients to third party providers. For example, we may outsource information and document management, office support, technology and IT services, word processing, photocopying, and translation services.
10. Some of your data may be stored using cloud technology managed by a third party service provider. We have agreements in place with the third party service providers referred to in Clauses 10.8 and 10.9 where applicable and also employ technical and organisational measures to protect the confidentiality and security of any information shared with them.

1. OAUK retains all copyright, database rights and other intellectual property rights in all works and other things developed, designed, generated or created by us in the course of a matter (either before the commencement of or during or after the completion of the provision of the relevant services) including systems, methodologies, software, know-how, documents and working papers. For the avoidance of doubt, OAUK also retains all copyright, database rights and other intellectual property rights in all reports, written advice, documents and all other materials provided by OAUK to you. All materials must be kept confidential by you unless we agree otherwise in writing.

1. Our professional regulatory body is the SRA, the independent regulatory body of the Law Society of England and Wales, information about which is available at www.sra.org.uk.
2. We are not authorised by the Financial Conduct Authority or the Prudential Regulation Authority.
3. We are not authorised under the Financial Services and Markets Act 2000, but in certain circumstances we are able to offer a limited range of investment services to clients because we are regulated by the SRA, a designated professional body for the purposes of that Act. We can only provide these investment services if they comprise an incidental part of the professional services we have been engaged to provide and after agreeing the detailed scope of those services with you.
4. We are retained only to provide legal and (unless specifically stated in our terms of engagement) tax advice to you. It is not our role to give advice on the merits of investment transactions, and nothing we say or do should be construed as an invitation or inducement to engage in investment activity.
5. Under tax law applicable in the UK and the European Union, we may be required to notify HMRC or another tax authority in the European Union of certain tax advice that we provide to you or report certain information regarding a matter on which we are or are to advise. We will inform you if we believe at any time that we may be required to make such a notification. Our fees will take account of time spent in making any such notification. If the advice is protected by legal professional privilege, we may or may not be required to notify HMRC or another tax authority in the European Union. In such a situation you waive that privilege to the minimum extent necessary for us to comply with our obligations.
6. Where any matter on which we advise is within the scope of the City Code on Takeovers and Mergers (the City Code), you and we agree to comply with the provisions of the City Code. In particular, you agree and acknowledge that:
   1. if you or your other advisers or agents fail to comply with the City Code, we may withdraw from acting for you; and
   2. we are obliged to supply to the Panel on Takeovers and Mergers any information, books, documents or other records concerning the services or transaction which the Panel may properly require.
7. The Market Abuse Regulation (MAR) requires issuers whose financial instruments either have been admitted to trading on a regulated market in the European Union or are the subject of an application for admission to trading on such a market, to ensure that those acting on their behalf draw up and maintain a list of persons working for them who have access to inside information relating directly or indirectly to the issuer (an insider list). We will only maintain an insider list as required by MAR (or equivalent legislation under other applicable regimes) with regard to our own personnel in relation to any matter if you notify us that you require us to do so. We confirm that we will take the necessary measures to ensure that every person whose name is on an insider list has acknowledged the legal and regulatory duties involved and is aware of the sanctions applicable to the misuse or unlawful disclosure of inside information.
8. If a matter involves the acquisition by you of an interest in land in the United Kingdom, you may be required to pay Stamp Duty Land Tax (SDLT). Penalties are imposed for late payment of SDLT or for breach of the regulations. Delay in completing a land transaction return may also result in delayed completion, or cancellation, of the application to register your title at the Land Registry. We accept no liability for any loss you may incur for errors or delays that arise from information supplied by you. The effective date of a transaction will be earlier than the formal completion date if the transaction is substantially performed at an earlier date if, for instance, the buyer pays a substantial part of the price or takes possession of the land before the transaction's formal completion date.

1. Integrity and Ethics We will act at all times in accordance with high professional, ethical and business standards, and we expect you to act in a like manner in all your dealings with us and your business counterparties.
2. Current law The services are provided in accordance with:
   1. our understanding of rules of professional practice; and
   2. the proper interpretation of the law, court decisions and regulations in existence on the date on which advice is provided.
   It is possible that changes in the law and its interpretation may occur before our advice is acted upon. OAUK cannot accept responsibility for any changes in the law or its interpretation, which occur subsequent to our advice being delivered to you or which could not reasonably be known by us all that time.
3. Drafts Any draft documents which we provide will not constitute our definitive opinion.
4. Exclusion and limitation of liability The services are provided to and for the benefit of you as our client and you alone. OAUK accepts liability to you, and you alone. Neither OAUK nor any other OA Person involved in providing the services shall be liable to any other person as a result of you communicating our advice to them. You agree that you will not communicate our advice to any other person without our consent. You agree that you will indemnify us and each other OA Person against any liability incurred in any action brought against us and/or any other OA Person as a result of you communicating our advice to any other person without our consent. We recognise that, if you suffer loss as a result of any act or omission by OAUK and/or any other OA Persons involved in providing the services, we may incur liability to you. OAUK shall be liable to you for work done or advice given or other act or omission by any OA Persons involved in providing the services, and any claim for all work done or advice given or other act or omission by any OA Persons involved in providing the services may be made only by you and only against OAUK. It may not be made against (i) any other OA Person; nor (ii) any member, shareholder, partner, director, employee, registered foreign lawyer or consultant of, in or to any OA Person. Our liability and that of any OA Persons involved in providing the services shall be subject to the following:
   1. neither OAUK nor any other OA Person shall be liable in any circumstances for any loss, damage, cost or expense arising from any dishonest, deliberate or reckless misstatement, concealment or other conduct on the part of any other person;
   2. neither OAUK nor any other OA Person shall be liable for any indirect or consequential loss or damage suffered by you arising from or in connection with the services;
   3. neither OAUK nor any other OA Person shall have any liability to you for calculations, formulae or other material which you or your other advisors supply to us for inclusion in any documents;
   4. if, in relation to the matter giving rise to the claim, persons in addition to us have liability in respect of work undertaken by them on that matter, OAUK’s liability shall be limited to our proportionate share of the total liability, which shall not be increased by reason of (i) any agreement between you and any other person that purports to limit or exclude the liability of that person; (ii) any liability to recover from any other person; and/or (iii) any unwarranted claims of association with OAUK;
   5. if our liability in respect of the claim exceeds our proportionate liability, and if OAUK has a right of contribution from another person, and as a result of any agreement between you and that person OAUK’s right to contribute is reduced, OAUK’s liability to you shall be reduced to the same extent;
   6. our aggregate liability in any circumstance whatsoever, whether in contract, tort, statute or otherwise, and howsoever caused (including our negligence), for loss or damage arising from or in connection with the services shall be limited to the sums specified in the Engagement Letter, or, if no sum is specified, a sum equal to the limit of recoveries available under our professional indemnity insurance at the time the claim is notified to us except to the extent that limiting our liability is otherwise not permissible under applicable laws or professional ethical rules;
   7. without prejudice to the earlier provisions of this clause, you agree that OAUK alone will be responsible for the provision of the services and that you will not bring any claim in respect of or in connection with the services (whether in contract, tort, under statute, or otherwise) against any other OA Person involved in providing the services;
   8. there shall be no liability in respect of any claim unless you give us written notice of the claim, stating in reasonable detail the nature of the claim and your best estimate of the amount claimed by you, no later than two years after the date of completion of the matter the subject of the Engagement Letter;
   9. the provisions of Clause 13.4 shall survive any termination of our engagement.
5. Nothing in these terms of engagement excludes our liability for any act or omission by OAUK or any entity affiliated with OA that may not lawfully be excluded, or limits such liability beyond the extent to which it can be limited, under applicable law or regulation.
6. We maintain professional indemnity insurance cover as required by the SRA Indemnity Insurance Rules 2013. Further details about our insurance cover and how to contact our insurers is available upon your request.

1. OAUK reserves the right, subject to any applicable laws or regulations, to terminate this engagement at any time if we consider this appropriate, including, for example, in circumstances where you are in breach of the terms of the Engagement Letter. If we propose to exercise this right, we will give you reasonable prior notice and, so far as practicable, consult with you and provide reasonable assistance in transferring the matter to another firm.
2. You have the right to terminate our engagement at any time by giving reasonable prior notice, and any monies paid by you to OAUK on account of fees and expenses payable in relation to our services under the Engagement Letter, but which have not been incurred, will be refunded subject to any applicable laws or regulations.
3. If our engagement is terminated, you agree to pay in full our bills representing fees, costs, disbursements and other charges up to the time of the termination of our engagement.

1. Applicable Law and Jurisdiction Our terms of engagement, and any non-contractual obligations arising out of or in connection with them, are governed by English law. Both you and we irrevocably agree that any claims and disputes in relation to our engagement, including any non-contractual obligations arising out of or in connection with it, shall be subject to the exclusive jurisdiction of the English courts.
2. Subcontracting and Novation
   1. In appropriate circumstances, OAUK will use third parties to assist us in providing any part of the services. Any reference to our employees in these terms of engagement includes these third parties;
   2. If OAUK’s practice or substantially the whole of OAUK’s practice is transferred to another entity which is controlled by an OA Person, OAUK shall have the right to novate the Engagement Letter, including these terms of business and, in each case, any amendments and/or supplements thereto, in favour of such entity by giving written notice in that effect to you.
3. Force Majeure Neither you nor OAUK can be held liable for any delay or failure to fulfil our respective obligations concerning your instructions (save for your responsibility to pay our invoices in full) as a result of causes beyond, respectively, your or our reasonable control. Such causes include, but are not limited to, fire, floods, acts of God, acts and regulations of any governmental or supranational authority, war, riots, strikes, lockouts and industrial disputes.
4. Waiver Any delays in enforcing the terms or conditions of the Engagement Letter will not affect or restrict any of the rights and powers arising under our terms of engagement. Either party will only be taken to have released its rights under the Engagement Letter if it has confirmed such release in writing to the other.
5. Contracts (Rights of Third Parties) Act 1999 Only you, us and any other OA Person may seek to enforce these terms of engagement under the Contracts (Rights of Third Parties) Act 1999. You and we may together, however, rescind or vary these terms of engagement without the consent of any other OA Person.
6. Notices Any notice or other communication to be given under the Engagement Letter shall be given in writing and delivered by courier to, or by hand at, our respective addresses appearing in the Engagement Letter (or such other address as may have been notified in writing). Notices shall be deemed to be given in the case of delivery personally and in the case of courier (in the absence of earlier receipt) 48 hours if sent from and to an address in the United Kingdom (or 96 hours if sent to or from an address outside the United Kingdom) after dispatch.
7. Entire Agreement Our terms of engagement supersede any earlier agreement with you. Unless you and we agree, the Engagement Letter constitutes the entire agreement between OAUK and you with respect to the services.