General Terms and Conditions

1. Application. These General Terms and Conditions (the “General Terms”) apply to all services provided by Drift Consulting Ltd ( “Drift” or “we”). By engaging us, the client is considered to have accepted these General Terms. These General Terms prevail over any purchasing or other terms of the client. Any deviation from these General Terms is valid only if made in a written engagement letter signed by the client and Drift.

2. Engagement and Services. The scope of our services with respect to each engagement is agreed between the client and Drift in an engagement letter or otherwise at the onset of the engagement. All aspects and phases of a transaction or matter, and any piece of advice in relation thereto, are for the purposes of these General Terms considered a single engagement regardless of whether the transaction or matter involves one or several clients, parties, jurisdictions, fields of law, teams, or offices, or whether we issue separate invoices. These General Terms apply to all partners, employees, subcontractors, and other persons working for or engaged by Drift (including partners, employees, or subcontractors). The limitations of liability set out in the engagement letter and these General Terms also limit their liability on any ground. In no circumstances will these individuals have any liability to the client except as required by applicable law.

3. Advice. Our advice is based on the facts made available and the instructions given by the client at the time such advice is given. The client shall provide us with all information relevant for handling the engagement. Unless otherwise agreed, we do not undertake to update the advice given to reflect changes in the circumstances. Our advice and work products are given exclusively to the use of the client, solely for the purposes agreed in connection with the engagement. Unless otherwise agreed, the client shall not disclose these to any other parties. Our lawyers are qualified to give legal advice in the jurisdictions in which they are authorised to practice law. If we, based on our experience, express views on matters under any other law, this does not constitute legal advice on which the client is entitled to rely and for which we may be liable. Unless otherwise agreed, our advice in a particular engagement does not include tax advice. We do not provide financial, accounting, or technical advice.

4. Conflicts of Interest. Drift may be prevented from acting for a party if, pursuant to the applicable rules and professional and ethical standards of any relevant Bar Association, the interests or rights of such party and another client are in conflict, a possibility of a conflict is obvious, or accepting an engagement would entail a breach of the duty of loyalty to either party. Consequently, before accepting an engagement, Drift checks possible conflicts of interest in accordance with such rules and standards. Notwithstanding such checks, circumstances may later arise which prevent Drift from acting for the client in a pending, changed, or future matter (including but not limited to a dispute relating to the earlier engagement). We will inform the client of this without undue delay and will seek to resolve the situation in accordance with the client’s best interests and the applicable rules and professional and ethical standards.

5. Cooperation with Other Advisers. If agreed with the client, Drift may use external advisers, such as foreign law firms, to complete the engagement. External advisers are independent service providers, and we do not have any liability for their advice or services (regardless of whether we have engaged the adviser on behalf of the client or recommended them or the adviser has given advice through us).

6. Confidentiality and Publicity. Drift and its personnel have a duty of confidentiality under applicable law and the applicable rules and professional and ethical standards in respect of all client information received in connection with an engagement. We protect the client information in accordance with such laws and rules and professional and ethical standards. However, in certain exceptional circumstances, we may be required by law to disclose confidential client information. If Drift carries out the same engagement for several clients, we have the right to disclose information received from one client in the engagement to the other clients in the same engagement. If we cooperate with external advisers, we have the right to provide them with all information received from the client relevant for carrying out the engagement. The same applies to the information received for the purposes of client identification and information verification. Unless otherwise instructed by the client, Drift has the right to name the party using its services as client and provide a description of the engagement when preparing offers or making submissions to league tables, legal directories, and parties evaluating law firms. Drift is also entitled to publish its role as the client’s legal counsel and describe the transaction or matter based on publicly available information.

7. Copyrights. The copyrights and other intellectual property rights in all materials and work products Drift generates vest in us. Nevertheless, the client always has the right to use the work products generated for the client in the engagement for the purposes they were provided. Unless otherwise agreed, no materials or work products generated by us can be used for marketing purposes.

8. Data Protection. To provide services and fulfil our obligations under the relevant laws and professional and ethical standards, Drift processes certain personal data as data controller in accordance with the EU General Data Protection Regulation. The client is responsible for notifying its representatives, owners, and other constituents that their personal data may be disclosed and otherwise processed by Drift for the purposes set out in these General Terms.

9. Inside Information. If the client is an issuer of securities subject to a duty to maintain an insider list under Article 18 of the EU Market Abuse Regulation or other applicable law and and the engagement gives Drift access to the client’s inside information, the client shall notify Drift immediately thereof.

10. Document Retention. Unless otherwise agreed or required by applicable law or the applicable rules of the relevant Bar Association, Drift retains the relevant engagement-related materials for ten years from the completion or termination of the engagement, after which they are destroyed without further notice. Such materials are primarily in electronic format and stored in cloud services used by us.

11. Fees and Expenses. Drift’s fees are based on the nature and extent of the engagement, complexity and urgency of the matter, qualifications and expertise of the resources required, amount of work, responsibility assumed, value and importance of the interests involved, value added, and positive results achieved to the client, as well as on other factors agreed with the client. We reserve the right to revise a fee estimate if the agreed scope of our services changes or the underlying information turns out to be inaccurate. Value added tax (VAT) is added to all invoices, if applicable.

12. Invoicing. In general, Drift invoices monthly. Depending on the engagement, we may alternatively invoice less frequently or upon the completion of the engagement. In certain situations, we may request for an advance payment or a retainer, which will be used to settle future invoices. Our fees for the engagement may be higher or lower than an advance payment or a retainer. Our invoices fall due for payment within 14 days from the date of the invoice unless otherwise agreed. A late-payment interest accrues on any overdue amounts at the applicable statutory rate from the due date until the date when the payment is received. In the absence of this statutory rate, the late-payment interest accrues at the rate of 10% per annum.

13. Termination of Engagement. An engagement is considered to end and Drift ceases to represent the client, when Drift has carried out the measures based on the client’s instructions for the engagement. The client may terminate the engagement at any time by notifying Drift thereof in writing. Drift ceases to represent the client when we have received the client’s notification of the termination of engagement. Drift has a right to withdraw from the engagement in certain circumstances. These include e.g. inadequate client identification details, suspicion of money laundering or terrorist financing, conflict of interest, and failure to pay invoices due. In addition, Drift is is entitled to terminate the engagement where a circumstance contrary to law or order arises and exposes Drift to a violation of such law or order, but also in situations where the client or its subsidiaries, directors, officers, employees, agents, affiliates, or other person acting on the client’s or its subsidiaries’ behalf is or becomes subject to any economic or financial sanctions (including but not limited to prohibitions and restrictions on international trade and investment related activities) administered or enforced by the EU or any of its Member States, the UN Security Council, the UK (including by HM Treasury), or the US (including by the OFAC, the US Department of State, and the US Department of Commerce), or is located, organised, or resident in a country or territory that is or becomes subject to such sanctions, or it directly or indirectly uses or makes available proceeds from or relating to the engagement for the purpose of financing any activities of or with a person or entity, or in a country or territory, that is subject to such sanctions, or in any other manner that results in a violation of such sanctions. In these events described in the previous paragraph, the engagement is considered to end and Drift ceases to represent the client when we have notified the client of the termination of the engagement.

14. Limitations of Liability. Drift’s liability is limited to pure economic loss directly caused to the client as a result of breach of contract, error, or negligence on our part in providing services. Drift’s aggregate maximum liability for the engagement (or engagements related to the same matter) is limited to the fees paid or payable in relation to that engagement or matter (whichever is higher). This is also the maximum liability when a single or same type of act or omission causes loss in several instances or at different times. Drift assumes no liability for any indirect loss (including any consequential, incidental, punitive, or other non-direct loss), liquidated damages or penalties or loss of goodwill, contract, data, income, synergies, or business opportunities. Drift is not liable for any loss that is caused by tax consequences or risk thereof related to the engagement. Drift’s liability will be reduced by an amount which the client may obtain under insurance policy or as party to a contract or a beneficiary to compensation or indemnification. Drift has no obligation or liability towards any party other than the client. If we accept that a third party may rely on our advice or work product (including but not limited to any certificates or opinions), this will not increase or affect our liability from what is agreed in the engagement letter or these General Terms, and we will be liable to this third party only to the extent we would be liable to the client. Any amount falling due to a third party other than the client reduces and limits our liability towards the client, and vice versa. No client relationship will arise between Drift and the third party. Drift is not liable for any loss incurred or suffered because of us complying with our obligations or fulfilling our duties under applicable law or the applicable rules and professional and ethical standards.

15. Amendments. Drift is entitled to amend these General Terms from time to time by publishing the amended terms at its website or otherwise communicating such changes to the client. The amended General Terms apply as of the publication on our website or the communication to client thereof. Neither Drift nor the client is considered to have waived any of its rights under the engagement letter or these General Terms unless a waiver of such right is made expressly in writing. Any waiver given relates to the specific circumstance only and does not prevent the party from invoking their rights otherwise or later.

16. Governing Law and Dispute Resolution. The engagement and all our services (including but not limited to the engagement letter and these General Terms), and any non-contractual obligations relating thereto, are governed by and construed in accordance with the laws of DIFC, without giving effect to the relevant conflict of law rules. When the governing law is DIFC law, any dispute, controversy, or claim arising out of or relating to the engagement between the client and Drift or our services (including but not limited to the engagement letter and these General Terms, or the breach, termination, or invalidity thereof ), or any non-contractual obligations relating thereto, shall be finally settled by DIFC Small Claims Tribunal. Regardless of the previous clause, Drift is entitled to commence proceedings for the payment of any sum due to us in the District Court of Helsinki or any other court with jurisdiction over you or any of your assets.