1. Applicability of the General Terms and Conditions

1.1. Konda Limited (“Konda”, “KondaLaw”) is a limited liability company with its registered seat in Sliema, Malta.

1.2. These Terms and Conditions (“Terms”) apply to any instructions given by KondaLaw and to any legal relationship that arises as a result thereof or in connection therewith, including any follow-up instructions or engagements by the client (Client). They apply except to the extent that Konda has agreed on different terms with the Client in writing (for example in an Engagement Letter). In case of discrepancies between any Engagement Letter, these Terms, and any power of attorney issued by the Client the documents shall prevail in that order.

1.3. These Terms are also stipulated on behalf of those legal entities, natural persons such as employees, counsels or partners and third parties that are directly or indirectly involved in any way in the execution of the instructions and all legal entities and natural persons for whose actions Konda may be liable.

2. Engagement and Instructions

2.1. Any engagement between Konda and the Client shall be subject to Konda’s express acceptance of such engagement.

2.2. All engagements are deemed to have been given to and accepted by Konda, also if it is the Client’s express or implied intention that an engagement be performed by a specific person. This applies in particular also where a power of attorney is issued to a specific person.

2.3. Konda will take instructions from the Client, or such person or persons designated by the Client for this purpose. The Client agrees that Konda shall be entitled to rely on such instructions given by such person or persons.

2.4. The Client will ensure that Konda is supplied with all information that Konda reasonably requires to perform its engagement or that is material to its engagement in a timely manner. Konda shall be entitled to rely on such information when performing its obligations under the engagement.

3. Fees and Invoices

3.1. Unless otherwise agreed by and between Konda and the Client, the Client agrees to pay for Konda’s services on a time-spent basis. Konda charges for all time spent related to the engagement, including legal research, documentation, meetings, travel, etc.

3.2. The applicable hourly rates depend on the experience and seniority of the involved professionals.

3.3. Unless explicitly stated otherwise in writing, any quote, estimate or indication of anticipated legal fees shall constitute a non-binding estimate only. Moreover, any quote, estimation, indication, fixed fee, or cap of legal fees is exclusive of expenses, VAT, etc.

3.4. Expenses. In addition to legal fees, Konda may claim from the Client the reimbursement of general office costs, including postage, telephone, charges for electronic communications, photocopy expenses, and expenses for the preparation of documents, etc.

3.5. Konda is entitled to procure third-party services, including, but not limited to, translation services and the like in the Client’s name and on the Client’s account and is authorized to agree to terms and conditions for such services on behalf of the Client.

3.6. Value Added Tax and Foreign Taxes and Deductions. Unless indicated otherwise, all amounts are exclusive of value-added tax (VAT) where applicable.

3.7. Billing and Payment. Unless otherwise agreed by and between Konda and the Client, Konda’s invoices are due for payment within ten (10) days of the invoice’s date. The Client is not entitled to suspend the obligation to pay invoices issued by Konda and/or to claim set-off.

4. Confidentiality and Disclosure

4.1. Konda is subject to professional secrecy obligations. Konda will treat any information obtained from the Client that is not in the public domain as confidential. Nevertheless, the Client agrees that Konda may disclose any relevant information in order to protect and/or defend itself in any actual or threatened legal, civil or regulatory proceedings or to enforce its claims.

4.2. Konda may further be required to make certain disclosures to the appropriate authorities pursuant to applicable money-laundering, terrorism financing, or sanctions provisions. Such obligations may override Konda’s professional secrecy obligations. If so, Konda will inform the Client of the request or requirement to disclose.

4.3. Konda may outsource legal services (in particular in relation to foreign law) and support services on the basis that Konda’s suppliers have agreed to confidentiality.

4.4. Unless specifically instructed otherwise Konda is permitted to communicate and exchange information with the Client’s (or its affiliates’) employees, consultants, corporate bodies for the purpose of providing Konda’ services.

5. Conflicts and Relationships with other clients

5.1. Konda may not accept an engagement or may have to cease to act for the Client under its statutory and professional rules if there is a conflict between Konda’s duties to the Client and to other clients, or between Konda’s interests and Client’s interests. The Client agrees to provide Konda at any time with the information required to conduct a conflict search. In addition, the Client agrees to promptly inform Konda if the Client becomes aware of any circumstances it considers a potential conflict.

5.2. The Client acknowledges that by accepting an engagement, Konda does not grant exclusivity for the provision of legal advice.

6. Communication

6.1. Unless specifically instructed otherwise in writing, the Client agrees that Konda may use electronic means when Konda communicates with the Client or third parties in respect of the Client’s affairs. The Client acknowledges that communication by electronic means, for example, by email, or internet-based applications is associated with risks, in particular the risk that third parties may gain knowledge, that the contents of such communication may be infected with computer viruses. Manipulated or become corrupted, or that communication may be misdirected, delayed or not received. Konda shall not be liable for such risks.

7. Liability

7.1. The Client agrees that its recourse for any damages is against Konda only. The Client hereby agrees that it will not bring any claim or proceedings and waives any claim against any employees, consultant, associate, partner or any other affiliate of Konda.

7.2. Any advice given by Konda is provided solely for the Client’s use and benefit and may not be used or relied on for any other purpose or disclosed to any other person (excluding the Client’s professionals on a ‘need-to-know-basis’).

7.3. If Konda’s role includes assisting the Client in coordinating the work of the Client’s other advisers, Konda will not be responsible for the advice provided by them. It is the Client’s responsibility to ensure that the advice from its other advisers is received and considered by the Client and is adequate for the Clients purposes.

8. Complaints

8.1. The Client may address any complaints to the lawyer in charge.

9. Termination

9.1. Both the Client and Konda have the right to unilaterally terminate the engagement and any power of attorney issued on the basis thereof at any time.

9.2. The Client will be responsible for any fees, expenses, and disbursements incurred up to the date of termination, together with any fees, expenses and disbursements necessarily associated with Konda ceasing to act or the transfer of the work to another adviser of the Client’s choice.

10. Governing Law and Dispute Resolution

10.1. The legal relationship between the Client and Konda shall be governed in all respects by substantive Maltese law.

10.2. Any dispute arising out of, or in relation to, Konda’s legal relationship with the Client shall be resolved by arbitration in accordance with the Maltese Arbitration Act. The number of arbitrators shall be one (01). The seat of the arbitration shall be in Malta. The language shall be English.