OSG Companies - Standard Terms & Conditions

OSG LIMITED

Version: 06/2021

TERMS AND CONDITIONS

The following terms and conditions apply to our engagement in addition to those set out in our engagement letter. In absence of an executed engagement letter or any other agreement to supply services these Terms and Conditions shall form the basis of a contract between us.

1. DEFINED TERMS

In the attached letter and these appendix:
An “associate” includes without limitation any subsidiary or parent company of you and any subsidiary of any such parent company and any other entity in which you or any subsidiary or parent company has a material economic interest, whether direct or indirect, and any directors or officers of any such companies or entities.
“OSG” (and “we”, “us”, “our” and “ours”) means OSG Limited and its successors and assignees, including any merged firm and any company or entity that is owned (legally or beneficially) by OSG.

2. OUR TEAM AND OUR SERVICE

We will use managers of an appropriate degree of experience to ensure (as far as we are able) that your work is dealt with properly and promptly.

We will try to avoid changing the managers who conduct work on your behalf, but sometimes this cannot be avoided and we will inform you promptly of any necessary change.

If at any time you would like to discuss with us how our conduct of the work could be improved, please let us know by contacting William Oswald (email: williamoswald@osgcompanies.eetusystems.com). The quality of our work and overall client satisfaction are issues we take very seriously.

Equally, to provide the highest quality service on an ongoing basis, it is essential that you provide us with relevant records and information when requested, reply to correspondence in a timely manner and otherwise comply with the terms and conditions agreed between you and us.

3. PAYMENT TERMS

Our standard daily rates will apply unless otherwise agreed in writing. These rates may be adjusted from time to time; we will inform you in writing 30 days in advance of any adjustment.

Unless otherwise agreed in writing, our invoices are payable upon presentation. If our invoices are not paid within fourteen days of presentation (or such other time period as has been agreed in writing) we shall be entitled to charge you our full standard daily rates and interest on a daily basis at 4 per cent over the base rate of HSBC plc from the date of presentation of the invoice until payment is received.

In some circumstances, commissions, equity, economic interests or other benefits may become payable to us or to one of our associates in respect of our engagement. The fees that would otherwise be payable by you as described above may be abated by such amounts. However we reserve the right to apply our standard daily rates in the case of any dispute.

If we are asked to supply services to any of your associates, you agree that you be liable for the payment of any fees and disbursements invoiced to them.

If you have any query about an invoice, please contact us immediately.

4. DISBURSEMENTS

Disbursements may be incurred by us on your behalf such as copying, travel and associated expenses, courier charges, legal expenses. You will have to pay these disbursements on demand.

5. CONFIDENTIALITY AND OWNERSHIP OF INFORMATION

We will not disclose any confidential information you pass to us or the fact that we act for you unless otherwise required to do so as a matter of law or as may be required by a relevant regulatory authority or in the course of conducting our engagement.

You may disclose our identity to any third party but you agree that you will not, without our consent, use our name in any document intended to have legal effect or represent that we have agreed to its issue.

All copyright and other intellectual property rights in the documentation and all original ideas created by us and relating to or connected with the work we undertake for you remain our property. We will be free to use any documentation to form the basis of any other work which we do and to use the intellectual property and original ideas in support of other clients, provided that we do not breach our duty of confidentiality to you.

6. NON SOLICITATION

At no time during or for a period of (2) two years following termination of our engagement, neither you nor any of your associates, agents or representatives will, without our prior written consent, solicit, endeavour to entice away, employ or offer to employ directly or indirectly any officer, employee, business associate, business partner, client, potential investee, investor, advisor or consultant that we introduce to you.

7. NO CIRCUMVENTION AND NO COMPETITION

You will not circumvent or compete with, or cause, support, or entice others to circumvent or compete with us by entering into any arrangement with persons or entities introduced or made known to you by us, without first obtaining our prior written consent. This obligation shall continue for a period of two (2) years from the date of termination of our engagement.

8. DATA PROTECTION

Subject to paragraph 5 above, we may store and process personal data relating to you and or the engagement to enable us to provide our services to you, and to make you aware of the services we provide. To this end, you consent to our processing of personal data. You have the right to ask for a copy of the information held by us against payment of a fee.

9. ELECTRONIC COMMUNICATION

We may communicate with you and others by email unless you notify us that you do not wish us to do so (and provide us with alternative contact details). There are risks in sending information electronically – and we (our employees and consultants) will not be liable for any unauthorised interception, use or disclosure or error, loss, damage or omission arising from or in connection with the electronic communication of information between us, or our reliance on information received by e-mail.

10. RELIANCE ON OUR WORK

Our work is undertaken and provided exclusively for the purpose described in our engagement letter (if the relevant work is so described) and, as appropriate, exclusively for the purpose of any subsequent work which we undertake for you, and for your benefit only. It may also not be disclosed to any further person unless otherwise you are required to do so by law or by any regulatory body or if it is so disclosed with our prior written consent.

11. PROPORTIONATE LIABILITY

Where we and another person (such as a professional adviser) are liable to you for the same work or item, our liability to you will not be increased by any limitation of liability you have agreed with that other person, because of your inability to recover from that other person or beyond what it would have been had no such limitation been agreed and if that other person had paid its share.

If as a result of any exclusion or limitation of liability agreed by you with any other person the amount for which we are able to claim contribution against such other person in connection with any claim by you against us arising out of or in connection with the engagement is reduced, our liability to you for such claim shall be reduced in the amount which you are entitled to claim from such other person.

This paragraph 11 shall have effect only so far as is not prohibited by law or any relevant regulatory body.

12. PROFESSIONAL LIABILITY AND LIMITATION OF LIABILITY

We will perform the engagement with reasonable skill and care and acknowledge that we will be liable to you for losses, damages, costs and expenses caused by our negligence, subject to the following:

i. we shall have no other liability of any nature, whether in contract, tort or otherwise, for any losses, whatsoever and howsoever caused, arising from or in any way connected with this engagement;

ii. we will not be liable if such losses are due to false, misleading or incomplete information or documentation being provided to us or due to any acts or omissions of any person other than any of our employees;

iii. we will not be liable for any indirect or consequential loss, any loss of profit, any loss of interest, any loss of business, any loss of anticipated savings, any loss of expectation, and/or any depletion of goodwill arising from or in any way connected with our engagement;

iv. our liability (whether to you or a third party), whether in contract, tort (including negligence) or otherwise, for any losses (including interest and legal costs) whatsoever and howsoever caused, arising from or connected in any way with this engagement shall not exceed the amount of fees paid by you in connection with the engagement unless otherwise stated;

v. you will not make any claim or exercise any other remedy (including set-off) against us relating to or arising directly or indirectly out of or in connection with the engagement;

vi. you will indemnify OSG and its directors and shareholders on demand against all losses, claims, demands, charges and liabilities (and actions, investigations and other proceedings in respect thereof) whatsoever and howsoever caused relating to or arising directly or indirectly out of or in connection with this engagement unless and to the extent that it has been finally and unconditionally determined (including by the conclusion of any appeal) that they have been caused by our negligence, and reimburse us and such persons for all costs and expenses (including legal and other professional fees) which are incurred by us and/or such persons in connection with investigating or defending any such claim or proceeding;

vii. nothing in these standard terms and conditions shall exclude, restrict (or prevent an action in respect of) any liability arising from fraud or reckless disregard of professional obligations or other liabilities which cannot lawfully be excluded;

viii. you agree that you have fully considered the provisions of this paragraph 12 and they are reasonable in connection with the engagement.

13. FINANCIAL SERVICES AND MARKETS 2000

OSG is not an authorised person in connection with the general prohibition (relating to regulated activities) set out in the UK Financial Services and Markets Act 2000 (s19). OSG is not an authorised person in connection with communicating in the course of business an invitation or inducement to engage in investment activity for the purposes of the UK Financial Services and Markets Act 2000 (s21). None of the activities we agree to perform pursuant to our engagement letter shall be regarded as requiring us to undertake any act that is restricted or prohibited by the aforementioned sections of the UK Financial Services and Markets Act 2000 and our engagement letter, these Terms and Conditions or any other agreement shall in all respects be construed and interpreted accordingly. Moreover we will assume that you (or any associate) have made (or will make) your decisions to enter into any transaction on which we are engaged on the basis of your (or their) own evaluation of such investment, financial or commercial advice as you (or they) have taken or decided to take. It is not part of our role to communicate an invitation or inducement to engage in investment activity either to you or on your behalf and nothing we write or say should be taken as such an invitation or inducement.

14. MONEY LAUNDERING AND THE PROCEEDS OF CRIME

You accept that we must comply with the law and associated rules about money laundering and proceeds of crime. To meet these requirements we operate a money laundering prevention policy. Accordingly, we are likely to ask for identification at the beginning of your relationship with us, and/or at such other times as seem to us appropriate. We may carry out checks. In certain circumstances, if we suspect money laundering activity or that any activity may involve the proceeds of crime, we shall (as we are obliged by law) report such suspicions to the appropriate authorities without telling you and/or refuse your requests to return documents and we shall have no liability for any consequences arising therefrom. The proceeds of crime are defined very widely and include for example money gained as a result of unlawful tax avoidance or acts of fraud. Our duty to report may override any duty of confidentiality that we owe to you.

15. TERMINATION

Unless otherwise set out in the attached letter or in subsequent agreements made between us, you may terminate our services to you at any time by giving notice to us in writing.

We may give you written notice to the address notified by you at any time that we shall cease to act for you if:

(a) it becomes required or advisable by law or by our professional ethics for us to cease acting for you;

(b) any of our invoices is not paid within fourteen days of being rendered or we consider that payment of our fees and disbursements may be at risk; or

Following termination of our engagement (for whatever reason) you will remain responsible to discharge our fees and disbursements incurred by us up to the date of termination. In addition to the provisions of this paragraph 15, the provisions in these standard terms relating to confidentiality and ownership of information (paragraph 5), non solicitation (paragraph 6), no circumvention and no competition (paragraph 7), reliance on our work (paragraph 10), proportionate liability (paragraph 11), professional liability and limitation of liability (paragraph 12), financial services and markets 2000 (paragraph 13), money laundering and the proceeds of crime (paragraph 14) and governing law and jurisdiction (paragraph 20), shall continue to apply.

16. FORCE MAJEURE

No failure or omission by us to perform our obligations pursuant to any engagement shall be a breach of these terms and conditions if it arises from any cause reasonably beyond our control. If we are unable to perform our obligations in such circumstances, they shall be suspended. We shall notify you of any suspension as soon as reasonably possible stating the date, extent and cause of such suspension. We shall resume the performance of our obligations as soon as reasonably practicable and shall so notify you.

17. ENTIRE AGREEMENT

The attached letter and these terms and conditions constitute the entire agreement between us in respect of the engagement and shall supersede any previous agreement between us. It may only be amended and/or supplemented by agreement in writing, signed by both you and us.

18. INVALIDITY

If any provision of the agreement between us 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 our agreement or (ii) the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of our agreement.

19. THIRD PARTY RIGHTS

Persons who are third parties to any engagement between you and us shall have no rights arising from or in connection with such engagement. We accept no responsibility to such third parties for work we undertake as part of or pursuant to any engagement between you and us.

20. GOVERNING LAW AND JURISDICTION

Our agreement shall be binding on you and us and shall be interpreted and governed by the laws of Hong Kong and be subject to the exclusive jurisdiction of the Hong Kong Courts. Both you and we irrevocably waive any right either of us may have to object to any action brought in those courts to claim that that the action has been brought in an inappropriate forum, or to claim that the courts do not have jurisdiction.

OSG (GB) LIMITED

Version: 06/2021

TERMS AND CONDITIONS

1. DEFINED TERMS

In the attached letter and these appendix:

An “associate” includes without limitation any subsidiary or parent company of you and any subsidiary of any such parent company and any other entity in which you or any subsidiary or parent company has a material economic interest, whether direct or indirect, and any directors or officers of any such companies or entities.

“OSG” (and “we”, “us”, “our” and “ours”) means OSG (GB) Limited and its successors and assignees, including any merged firm and any company or entity that is owned (legally or beneficially) by OSG.

2. OUR TEAM AND OUR SERVICE

We will use managers of an appropriate degree of experience to ensure (as far as we are able) that your work is dealt with properly and promptly.

We will try to avoid changing the managers who conduct work on your behalf, but sometimes this cannot be avoided and we will inform you promptly of any necessary change.

3. PAYMENT TERMS

Our standard daily rates will apply unless otherwise agreed in writing. These rates may be adjusted from time to time; we will inform you in writing 30 days in advance of any adjustment.

Unless otherwise agreed in writing, our invoices are payable upon presentation. If our invoices are not paid within fourteen days of presentation (or such other time period as has been agreed in writing) we shall be entitled to charge you our full standard daily rates and interest on a daily basis at 4 per cent over the base rate of National Westminster Bank plc from the date of presentation of the invoice until payment is received.

If we are asked to supply services to any of your associates, you agree that you be liable for the payment of any fees and disbursements invoiced to them.

If you have any query about an invoice, please contact us immediately.

4. VALUE ADDED TAX AND DISBURSEMENTS

Our fees are exclusive of VAT. VAT (where applicable) will be charged at the rate (currently 20%) that applies when the work is undertaken.

Disbursements may be incurred by us on your behalf such as copying, travel and associated expenses, courier charges, legal expenses. You will have to pay these disbursements (and VAT may be payable thereon) on demand.

5. CONFIDENTIALITY AND OWNERSHIP OF INFORMATION

6. NON SOLICITATION

7. NO CIRCUMVENTION AND NO COMPETITION

8. DATA PROTECTION

9. ELECTRONIC COMMUNICATION

10. RELIANCE ON OUR WORK

11. PROPORTIONATE LIABILITY

This paragraph 11 shall have effect only so far as is not prohibited by law or any relevant regulatory body.

12. PROFESSIONAL LIABILITY AND LIMITATION OF LIABILITY

We will perform the engagement with reasonable skill and care and acknowledge that we will be liable to you for losses, damages, costs and expenses caused by our negligence, subject to the following:

i. we shall have no other liability of any nature, whether in contract, tort or otherwise, for any losses, whatsoever and howsoever caused, arising from or in any way connected with this engagement;

v. you will not make any claim or exercise any other remedy (including set-off) against us relating to or arising directly or indirectly out of or in connection with the engagement;

viii. you agree that you have fully considered the provisions of this paragraph 12 and they are reasonable in connection with the engagement.

13. FINANCIAL SERVICES AND MARKETS 2000

OSG is not an authorised person in connection with the general prohibition (relating to regulated activities) set out in the Financial Services and Markets Act 2000 (s19). OSG is not an authorised person in connection with communicating in the course of business an invitation or inducement to engage in investment activity for the purposes of the Financial Services and Markets Act 2000 (s21). None of the activities we agree to perform pursuant to our engagement letter shall be regarded as requiring us to undertake any act that is restricted or prohibited by the aforementioned sections of the Financial Services and Markets Act 2000 and our engagement letter, these Terms and Conditions or any other agreement shall in all respects be construed and interpreted accordingly. Moreover we will assume that you (or any associate) have made (or will make) your decisions to enter into any transaction on which we are engaged on the basis of your (or their) own evaluation of such investment, financial or commercial advice as you (or they) have taken or decided to take. It is not part of our role to communicate an invitation or inducement to engage in investment activity either to you or on your behalf and nothing we write or say should be taken as such an invitation or inducement.

14. MONEY LAUNDERING AND THE PROCEEDS OF CRIME

15. TERMINATION

Unless otherwise set out in the attached letter or in subsequent agreements made between us, you may terminate our services to you at any time by giving notice to us in writing.

We may give you written notice to the address notified by you at any time that we shall cease to act for you if:

(a) it becomes required or advisable by law or by our professional ethics for us to cease acting for you;

(b) any of our invoices is not paid within fourteen days of being rendered or we consider that payment of our fees and disbursements may be at risk; or

Following termination of our engagement (for whatever reason) you will remain responsible to discharge our fees and disbursements incurred by us up to the date of termination, together with VAT (where applicable). In addition to the provisions of this paragraph 15, the provisions in these standard terms relating to confidentiality and ownership of information (paragraph 5), non solicitation (paragraph 6), no circumvention and no competition (paragraph 7), reliance on our work (paragraph 10), proportionate liability (paragraph 11), professional liability and limitation of liability (paragraph 12), financial services and markets 2000 (paragraph 13), money laundering and the proceeds of crime (paragraph 14) and governing law and jurisdiction (paragraph 20), shall continue to apply.

16. FORCE MAJEURE

17. ENTIRE AGREEMENT

18. INVALIDITY

19. THIRD PARTY RIGHTS

Persons who are third parties to any engagement between you and us shall have no rights arising from or in connection with such engagement whether arising pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise. We accept no responsibility to such third parties for work we undertake as part of or pursuant to any engagement between you and us.

20. GOVERNING LAW AND JURISDICTION

Our agreement shall be binding on you and us and shall be interpreted and governed by the laws of England and Wales and be subject to the exclusive jurisdiction of the English Courts. Both you and us irrevocably waive any right either of us may have to object to any action brought in those courts to claim that that the action has been brought in an inappropriate forum, or to claim that the courts do not have jurisdiction.