GENERAL TERMS AND CONDITIONS

Please read the following Website General Terms and Conditions (“T&C”) carefully as the provisions contained herein shall govern your access and use of the Website and our services.

WEBSITE USE AGREEMENT

PLEASE READ THESE WEBSITE TERMS OF USE CAREFULLY BEFORE USING THIS WEBSITE (HEREINAFTER ‘WEBSITE’). THESE WEBSITE TERMS OF USE (HEREINAFTER ‘TERMS OF USE’) GOVERN YOUR ACCESS TO AND USE OF THE WEBSITE. THE WEBSITE IS AVAILABLE FOR YOUR USE ONLY ON THE CONDITION THAT YOU AGREE TO THE TERMS OF USE SET FORTH BELOW. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF USE, DO NOT ACCESS OR USE THE WEBSITE. BY ACCESSING OR USING THE WEBSITE, YOU AND THE ENTITY YOU ARE AUTHORISED TO REPRESENT (HEREINAFTER ‘YOU’ OR ‘YOUR’) SIGNIFY YOUR AGREEMENT TO BE BOUND BY THE TERMS OF USE.

User Eligibility

The Web Site is the official website of Classic Attorneys, a real estate and business law firm in Lagos Nigeria and available only to entities and persons who have reached the age of 18 or can be considered an Adult in accordance with the provisions of the laws operational in their jurisdiction for the purpose of competence to enter into a legally binding agreement(s) under the applicable law. If You do not qualify, You are not permitted to use the Web Site.

Scope Of Terms Of Use

These Terms of Use govern Your use of the Website and all applications, software and services (collectively known as “Services”) available via the Web Site, except to the extent that such Services are the subject of a separate agreement. Specific terms or agreements may apply to the use of certain Services and other items provided to You via the Web Site (“Service Agreement(s)”). Any such Service Agreements will accompany the applicable Services or are listed in association therewith or via a hyperlink associated therewith.

Modifications

Classic Attorneys may revise and update these Terms of Use at any time. Your continued usage of the Web Site after any changes to these Terms of Use will be deemed as acceptance of such changes. Any aspect of the Web Site may be changed, supplemented, deleted or updated without notice, at the sole discretion of Classic Attorneys. We may also change or impose fees for products and services provided through the Web Site at any time, at its sole discretion. We may establish or change, at any time, general practices and restrictions concerning our other products and services at our sole discretion.

Any Agreement with Client for provision of services shall be entered into in writing or in a format reproducible in writing, using the client agreement or retainer agreement template prepared by the Law Firm. An Agreement is regarded as effective if it is in a format which is also reproducible in writing and signed by both parties or if the volume, scope and terms of provision of legal services are agreed to by e-mail and the agreement is signed electronically.

Oral client agreements may be entered into only for a one-time purpose or for provision of legal services in respect of a clearly defined assignment, and when possible these oral agreements should be confirmed by email.

Law Firm may engage any of its employees working for the Law Firm in provision of legal services. Such employees may independently or in association with other employees provide legal services to a Client on behalf of the Law Firm.

A list of the persons providing legal services on behalf of the Law Firm and the list of other employees is available on the website of the Law Firm www.classic-attorneys.com. The party to the Agreement that provides legal services is always the Law Firm, indicated in the First Part of the Agreement, and provides those services as a legal entity.

The Law Firm and its attorneys may represent and defend the Client in all disputes, negotiations and proceedings out of court and in court, in arbitration tribunals and elsewhere. Limitations on the right of representation are agreed to in writing or in a format reproducible in writing.

In particular assignments, e.g. court representations, the Client will provide all necessary information for performing the assignments agreed to in the Agreement.

PROVISION OF LEGAL SERVICES

At the outset of provision of legal services, the Law Firm agrees with the Client on the scope of work to be performed as legal services by the Law Firm.

The scope of work may thereafter be amended by agreement between the parties. The legal services provided to the Client by the Law Firm are based on the facts of the specific assignment as provided by the Client.

Legal services only include the provision of legal assistance within the scope of the assignment agreed with the Client. Legal services do not cover advice in other areas (such as any financial, accounting, environmental, technical or other advice).

Attorneys and employees of the Law Firm are qualified to provide legal services only on the basis of the law of jurisdiction of Law Firm. Based on its general experience in the respective area of law, the Law Firm may provide views on issues related to the law of other jurisdictions, but this does not constitute provision of legal services and the Law Firm does not assume any liability for the correctness of such views.

The Client undertakes to provide the Law Firm all relevant information and documents concerning the assignment and to keep the Law Firm informed of facts that change or may be anticipated to change.

In co-operating with the Law Firm and at its request the Client will promptly deliver documents and positions and perform other acts necessary for timely performance of the assignment. The Client undertakes to accept the assignment carried out by the attorneys and employees of the Law Firm and forthwith notify the Law Firm regarding any amendments required. If the Client fails to deliver such notification to the Law Firm, the legal services shall be considered to have been accepted by the Client.

Unless otherwise agreed with the Client in writing or in a format reproducible in writing, the Law Firm does not undertake to amend or update any information, opinions or documents provided to or prepared for the Client after performance of an assignment due to amendments to or revocation of legal acts, development of case law or due to apparent or actual changes in any other circumstances.

FEES AND INVOICING

Unless agreed otherwise, the Client pays the Law Firm for legal services based on the agreed rate set out in the Agreement. The amount of the fee for legal services requested by the Client is calculated on the basis of, but not limited to the following criteria: (i) the time spent in fulfilling the assignment; (ii) the qualifications and experience of the attorney or employee performing the assignment, and the resources required for fulfilling the assignment; (iii) the business interest involved; (iv) the risks assumed (if any) in fulfilling the assignment; and (v) the time constraints for fulfilling the assignment. For the avoidance of doubt, time spent on telephone calls relating to the Client’s matters, including calls with the Client, other advisors of the Client or opposing counsel will also be charged. Unless otherwise agreed, the Law Firm will charge the Client for time its personnel spends traveling in performance of the assignment.

The Law Firm issues an invoice either directly to the Client or to a third person designated by the Client. If the third party designated by the Client fails to pay an invoice by the due date of payment, the Law Firm may readdress the invoice in the name of the Client, and the Client shall pay the invoice by the due date of payment indicated in the invoice.

The Law Firm may unilaterally change its fee rates but must inform the Client at least 30 calendar days in advance in a format reproducible in writing at the time of or before provision of legal services. If the Client does not agree to pay the fee for provision of legal services on the basis of a fee rate(s) that is (are) different from the fee rate(s) set out in the the Agreement or agreed upon between the parties at a later date, each party will be entitled to cancel the Agreement. The unilateral change of its fees by law firm shall not apply retrospectively.

Cancellation of the Agreement by the Client does not release the Client from the obligation to pay an invoice delivered for legal services provided, and expenses related thereto, up to and including the moment of cancellation.

Fee estimates are always indicative and are based on information available to the Law Firm at the time the estimate is given. Unless agreed otherwise, fee estimates cannot be regarded as fixed quotes. Unless otherwise instructed by the Client, the Law Firm may take such action as it considers necessary or advisable in order to carry out an assignment, and incur reasonable out-of-pocket expenses on the Client’s behalf.

The Law Firm invoices on a monthly basis, unless otherwise agreed in writing. The term of payment of an invoice is 10 calendar days. Value added tax is added to fees in the cases and at the rate set by law.

In addition to fees, the Client also reimburses direct expenses incurred by the Law Firm in provision of legal services (including, but not limited to, photocopying, long distance calls, notary fees, stamp duties, etc.). If the Client is required to deduct or withhold any taxes or other sums (such as bank charges) from any amount payable indicated in an invoice in whatever circumstances, the Client will pay and bear such taxes or other amounts and ensure that the Law Firm receives the full amount of the invoice net of any deduction or withholding.

If payment of an invoice is delayed, the Law Firm may suspend provision of legal services, charge interest at the rate of 0.06% on the overdue amount for each calendar day of delay, and withhold documents prepared for the Client’s assignment until full payment by the Client of amounts overdue.

The Client will reimburse to the Law Firm all additional expenses incurred by the Law Firm in relation to collection of any amounts not paid by the due date of payment by the Client.

Invoices are sent to the Client in electronic form to the e-mail address indicated in the Agreement and with or without a physical signature.

CONFLICT OF INTEREST

Before accepting an assignment, the Law Firm always conducts an internal conflict-of-interest check to verify that the Law Firm can accept the assignment. Notwithstanding such checks, circumstances may arise that prevent the Law Firm from acting for the Client in an existing ongoing or future matter. In these situations, the rules of professional conduct regulating conflicts of interest apply, and the Law Firm may terminate the Agreement.

The relations between the Law Firm and the Client do not create mutual exclusivity. The Client may use the services of other Law Firms for the purpose of fulfilment of any assignment. In addition, the Law Firm retains the rights to render legal assistance to other persons and execute assignments not connected to the Client’s assignment, including providing of services to persons operating in the same field as the Client or who might potentially have interests opposite of the ones of the Client.

ELECTRONIC COMMUNICATION, IT SYSTEMS AND ORIGINAL DOCUMENTS

The Client agrees to exchange of information electronically. The Client is aware of the risks deriving from electronic communication: messages may get delayed or lost, confidential and personal information may be intentionally or unintentionally modified, stolen or disclosed to third parties. The Law Firm is not liable for the risks related to electronic communication of digitally formatted information, provided that the Law Firm has taken all reasonable precautions.

Measures taken to protect electronic communication and to ensure its confidentiality and preservation by the Law Firm may in certain cases cause communications from the Client to be blocked or delayed.

The Client is advised to follow up by telephone regarding any messages that are particularly time-sensitive or in circumstances in which it is unclear that the message has been duly received by Law Firm.

The Law Firm uses IT systems (including electronic communication, time tracking, client administration and document administration systems) which contain information on clients of the Law Firm, the legal services provided to them and documents related thereto.

Unless agreed otherwise, the Law Firm returns to Client all original documents in its possession in relation to an assignment after completion of the assignment, rejection of the assignment or cancellation of the Agreement.

CLIENT RELATIONSHIP MANAGEMENT PORTAL

Law Firm employs the use of Customer Relationship Management Portals in order to provide effective services to Client. In achieving this, Law Firm may provide Client with login details and communicate to Client through it from time to time. Where such login details has been provided, Client shall ensure that the login details does not fall into the hands of anyone who ought not to have access to the client area.

The Law Firm’s CRM shall also contain Client’s information, details and documents that can be retrieved by Client at any time during the course of its relationship with Law Firm. While Law Firm maintains absolute sure that the CRM is well secured and maintained, Client must also ensure that it adopts necessary security measures to prevent unauthorised access.

Where Client notices or detects any unauthorised or unusual activities on the portal relating to Client’s account, Client should immediately take prompt measures to secure its account and in addition reach out to Law Firm to forestall further infringement.

PERSONAL DATA

The Law Firm collects, stores, uses and processes personal data about the Client and the persons directly related to it (e.g. employees and/or representatives) in accordance with laws applicable to protection of personal data for, amongst others, the purposes of performing the Agreement, administering billing and accounting systems, maintaining its internal information systems, managing client relationships, complying with its legal obligations and for marketing purposes.

For the purposes of fulfilment of the Client’s assignment the Law Firm will process the personal data of the Client and the persons directly related to it (e.g. employees and/or representatives) in the capacity as a personal data processor in accordance with laws and regulations governing personal data protection. The Client must inform the Law Firm on security measures it requires for the protection of persona data processing. If the Client has not separately informed the Law Firm on such security measures, the Client hereby agrees that the security measures taken by the Law Firm correspond to the requirements of the Client and applicable law.

Persons whose personal data are processed by the Law Firm are entitled, under law, to obtain information on the personal data processed by the Law Firm and to request that the Law Firm rectify or erase their personal data.

If necessary for the provision of legal services, the Law Firm may process the personal data of another person or the Client obtained on the basis of the Agreement or by law, including sensitive personal data, without the consent of those persons.

The Law Firm may transfer the above referred to information about the Client and the persons directly related to it (e.g. employees and/or representatives) to third parties where such information is needed for the performance of the Client’s assignment (e. g. to foreign counsel which 5 the Client may ask the Law Firm to engage or to which the Client’s assignment may be transferred, etc.), as much as it is needed to achieve this purpose.

INTELLECTUAL PROPERTY, CONFIDENTIALITY, NON-SOLICITATION

Copyright and other intellectual property rights in all attorney work product generated in the course of the assignments by the Law Firm belong to the Law Firm. However, the Client has the right to use such attorney work product for the purposes for which they are provided. Subject to Clause 9 of these General Terms and Conditions, the Law Firm will keep confidential Client information that becomes known to the Law Firm while providing legal services in accordance with the rules of professional conduct.

In matters involving publicly listed companies, the Law Firm must comply with applicable securities rules and apply the Law Firm’s internal policy relating to insider information and maintain a register of insiders. If necessary for the provision of legal services, or if the obligation derives from the law, the Law Firm may disclose to third persons (including notaries, banks) confidential information and documents regarding the Client without separate consent from the Client.

If the Client instructs the Law Firm to use the services of other service providers for provision of legal services or if the Client agrees with the use of other service providers suggested by the Law Firm, the Law Firm may, unless clearly agreed otherwise, disclose to them such confidential information and materials as the Law Firm considers necessary for the overall performance of the assignment.

CONFIDENTIALITY

The Law Firm is under obligation by law not to reveal to third persons the fact that the Client is a client of the Law Firm, the cases and assignments in which the Law Firm has assisted the Client, and the general nature of the services provided to the Client. Contents of the legal services provided to the Client may also not be disclosed without the Client’s consent except in circumstances where such information has been already legally published or made accessible to the public in any other way to at least the same extent.

Information publishable on the basis of the law, including information on public court cases, or published by means of mass media by the Client itself or third persons may be disclosed by the Law Firm to the extent which it has already been published or is subject to publishing pursuant to the law.

The Law Firm may also use the trademark or logo of the Client for that purpose, unless agreed otherwise in writing or in a format reproducible in writing. When the Client publicises information regarding the assignment carried by the Law Firm, the Client shall, to the extent possible, indicate that the legal assistance in relation thereof was provided by the Law Firm.

TERMINATION OF AGREEMENT

Law Firm’s agreement with Client shall come into effect on the date of its execution and shall remain valid until its termination if not provided otherwise in the agreement.

GOVERNING LAW

The Agreement is governed by the laws of Lagos State, Nigeria.

CLAIMS

If a legal service is not in conformity with the terms of the Agreement, the Client may: (i) require performance of the obligation; (ii) withhold performance of an obligation which is due from the Client; (iii) withdraw from or cancel the Agreement; (iv) require a reduction of the fees; (v) in the case of a delay in performance of a monetary obligation, demand payment. The Client who has a complaint or claim regarding the activities of an attorney or employee of the Law Firm shall submit a complaint to the Law Firm in a format reproducible in writing. The complaint must clearly set out a description of the Client’s rights that have been violated, and the circumstances of the violation. Any existing evidence regarding violation of the Client’s rights must be appended to the complaint.

DISPUTES

Any dispute, controversy or claim arising out of or relating to the Agreement is settled by negotiation.

NOTICES

All notices, requests, demands and other communications between the parties under this Agreement shall be made in writing and shall be deemed to have been duly given when delivered in person, sent by courier mail, registered mail or ordinary mail, fax or e-mail at the addresses of the parties indicated in the First Part of the Agreement. Each party shall forthwith notify the other party about any change of its contact details indicated in the First Part of the Agreement.

AMENDMENTS

The Law Firm may unilaterally amend these General Terms and Conditions from time to time, notifying the Client by e-mail at least 30 calendar days in advance. The Law Firm publishes amendments to the General Terms and Conditions on its website www.classic-attorneys.com. The Client that does not agree with an amendment to the General Terms and Conditions may terminate the Agreement in line with this General Terms and Conditions.