1. SCOPE OF THE GENERAL CONDITIONS.-

These General Conditions build the basic regulations framework of the relationships established between Martínez Servicios Jurídicos, MSJ, SRL (hereinafter, “MSJ”) and its clients. Together with the particular conditions that are agreed in each case, they form the unified body which governs every relationships established between MSJ and each of its client. The special conditions and the general conditions are to be applied and interpreted jointly and systematically

2. PROFESSIONAL RELATIONSHIP.-

2.1. The provision of contracted services corresponds to MSJ, who is considered a party to this agreement, without the professionals, involved in carrying out the agreed work, having this condition, even when the client establishes the relationship with MSJ in attention to the intervention of one or more specific professionals.

3. GENERAL SCOPE OF PROFESSIONAL SERVICES.-

3.1. MSJ provides exclusively professional legal services within the advocacy, through its partners and professionals hired by MSJ.

3.2. The services will be provided for the exclusive benefit of the client.

3.3. MSJ only provides legal advise in the Dominican Republic, with the exception of International Arbitration. Any mention of non-national legal systems shall not be considered a legal opinion provided by MSJ. Nevertheless, the possibility to access the opinion and the services of experts and firms that operate in other jurisdictions, which are known by MSJ Abogados and have collaboration agreements with the firm, is made available to the clients.

Unless expressly agreed otherwise, the provision of services by offices of other jurisdictions and, in general, by other offices in the clients favor will be subject to the conditions established by those. Financial obligations and any other obligations that may arise from their conditions, will correspond exclusively to the client and do not, under any circumstances fall within the scope of the conditions agreed with MSJ.

3.4. The customer may withdraw from this agreement at any time by giving written notice or email at least three month before the date on which the end of the relationship should take effect in the case of continuing provision of service.

In the case of non-continuous provision of service, the early termination of the agreement at the client’s request, will determine the realization of a fee settlement, in which will be considered the carried out work and the commitments in which MSJ has had to incur in order to attend the contracted services and which will cause future expenses. The invoiced amounts will be subtracted from this settlement until the termination date of the relationship. Outstanding incurred expenditures on the client’s account will be liquidated as well.

4. FEES AND EXPENSES.-

4.1. The monetary compensation for the contracted professional services will be billed as fees. This compensation will compensate MSJ for all the direct and indirect general expenses that may incur during the provision of the service, including the applicable margin in the referred compensation.

4.2. The expenses incurred for the execution of the clients’ orders will be charged to the client’s account, leaving them obliged to compensate MSJ for these expenses.

Within this category of supplemented expenses, MSJ will provide justification of those that consist of taxes, fees, fees of other professionals, notary or registration fees, translations, expert opinions, issuing costs for certifications, long-distance trips, stays in hotels and other establishments, long-distance or emergency messenger service, teleconferencing service, subsistence linked to night work or meetings and any other that, individually considered, costs more than 100 dollars or its equivalent in Dominican pesos.

Additionally, 3% of the fees resulting from the professional intervention will be included, without documentary justification, for the set of expenses incurred in favor of the client, normally linked to travel, communications, administrative expenses and others.

4.3. The fees for the contracted professional services will generally be calculated based on the time spent by each of the professionals involved in the provision of services and the rate established by MSJ, which may vary depending on the category in which each professional is included.

MSJ takes special care of the qualification of its professionals and the assignation of tasks to them. Based on criteria of specialization and efficiency, we strive to optimize the time dedicated to resolving matters.

MSJ, based on its experience, will be able to provide the client with an indicative budget, considering the team that is expected to intervene in the performance of the work and the time it considers that each one of the intervening professionals should dedicate to them.

If during the performance of the task a substantial deviation (approximately 20%) becomes apparent between the indicative quotation and the reality, MSJ will notify the client in order to establish a new quotation, which adjusts to reality.

MSJ keeps an accurate record of all tasks performed by the professionals, quantifying the value of the tasks according to the rates. The clients have access to the information that concerns their assigned tasks.

Criteria, other than strict schedules, may be used when agreed upon, such as closed budgets, entire or partially performance based budgets, contemplating additional bonuses linked to the achievement of specific objectives, budgets with subsidized, increased or flat rates. In any case, in the particular conditions of the proposals, the corresponding modality in each case will be detailed.

In the event of continuous provision of service, where the monetary compensation establishes a fixed amount, linear accrual and periodic invoicing (fees), this amount shall remain unchanged for a period of one year, unless the duration of the service is shorter.

However, if after six months, a substantial deviation becomes apparent between the established amount and the invested work time of the involved professionals during the performance of the task in accordance to their rates, the client will be notified about the situation and an upwards or downwards adjustment of the periodic fee will be proposed, unless it is, under the current circumstances, reasonable to predict an equalization of the produced difference in the following six months.

4.4. Agreements that refer to continuous benefit services will be automatically renewed upon expiration without any need for communication of this circumstance between the parties.

4.5. At the beginning of the calendar year, the amount of the monetary compensation for these continuing services will be updated in the variation that the general consumer price index would have experienced in the previous calendar year. This revision does not apply to contracts, signed after June 30 of the previous year.

4.6. The modality for the determination of the agreed fees and the estimated execution period of the service will be established in the special conditions of the quotations, unless the service is continuous.

5. PROVISION OF FUNDS.-

5.1. MSJ may request a provision of funds before beginning to provide the service. This provision of funds will be applied to the payment of fees.

The provision of funds will be calculated as a percentage of the amount of the fees, estimated or agreed upon in the proposal. The percentage will be that established in the particular conditions of the quotation.

6. INVOICING AND FORMS OF PAYMENT.-

6.1. Unless otherwise agreed by the parties, the invoices issued by MSJ shall be payable at sight, in the currency and in the other conditions contained therein, with MSJ reserving the right to demand default interest in the event of late payment of the invoices regarding their expiration date.

6.2. Any objection by the client in relation to an invoice must be sent to the member of MSJ in charge of the case as soon as possible. In any case, the client shall proceed to pay the non-objected part of the invoice.

6.3. In case of advance payments or accounts made by the client in accordance with the Proposal, and if, for any circumstance, upon the termination of the services there is a surplus in favor of the client, MSJ will proceed to the immediate return of the same, according to the instructions from the client.

6.4. In the absence of payment of an invoice, MSJ may, with prior written notice and in accordance with professional or deontological regulations, suspend any provision of services to the client, without the latter being able to raise any claim or complaint for said suspension or for the damages that could derive from it. As long as the situation of non-payment remains and also subject to the provisions of the corresponding professional or deontological regulations, MSJ may exercise a right of retention on any client documents prepared by MSJ or with its participation, which at that moment are in its possession.

6.5. If the client requests the provision of services for companies under his control or for any other third parties, or in case the legal costs will be assumed by third parties, MSJ will invoice directly to the indicated entity, although the client will be responsible for the payment of any amount that is not paid when due.

6.6. Provisions of funds that, where applicable, are required will be invoiced upon acceptance of the proposals by the clients.

6.7. The fees will be invoiced from the moment the provision of the contracted service is initiated.

6.8. Exceptionally, periodic billing terms may be established. However, in any case, the periodic invoicing may be replaced by another type of modality, in accordance to the special conditions. Periodic billing will not be applied regarding those fees in which the agreed modality implies an accrual different from the periodical, for example, in those cases in which a success clause has been established.

6.9. The Tax on the Transfer of Industrialized Goods and Services (ITBIS) will be added to the invoiced amounts, in the terms that are mandatory according to the Law.

6.10. Invoices for provisions of funds must be paid upon receipt. MSJ reserves the right not to initiate the provision of the service as long as the invoices have not been paid.

6.11. The other payments of the invoices issued by MSJ must be made effective within 30 days following their issuance.

6.12. The amounts invoiced by MSJ that were not paid within the maximum term established in the previous paragraph, will accrue interest from the day following the due date. If a payment request, subsequent to the invoice for non-payment, is required, the collection costs will be added and are to be paid, which in no case will be less than 15% of the invoice amount.

7. LIABILITY.-

7.1. The liability of MSJ and the Partners, Lawyers and employees who have intervened in a matter is limited to a maximum of the amount of the professional fees paid by the same client for that matter during the twelve months immediately preceding the claim, unless the concurrence of fraud was proven. In any case, the client agrees to circumscribe the liability requirement exclusively to the cases of willful misconduct and serious professional negligence.

7.2. The client waives the right to demand direct liability from MSJ’s Partners, Lawyers and employees and will limit his claim to MSJ.

7.3. MSJ assumes no obligation in relation to the verification of the sufficiency and authenticity of the information provided by the client.

7.4. Any liability claims to MSJ or its partners, lawyers and employees, whatever their nature, must be submitted within 6 months of the occurrence of the event giving rise to the claim, it being understood that the client waives any liability action in case he should fail to do so.

7.5. No liability may be claimed from MSJ or its Partners, Lawyers and employees for acts or omissions of third parties even if they were external collaborators of MSJ (other law firms or other independent professionals, among others) or had intervened at the request of MSJ, but with the client’s knowledge, without prejudice to the direct actions that the latter could exercise against them.

8. DATA PROTECTION.-

8.1. The personal data of the signatories of the proposals issued by MSJ, whether they are clients or acting on their behalf as affected, will be included in a file for which MSJ is responsible.
These data will be processed in order to develop the contact relationship established and allow the submission of the proposal, as well as, where appropriate, the execution of the contract for the provision of legal services.

The proposal itself serves for information purposes of the expressed circumstances and its signature constitutes the express acceptance of the processing of the data.

8.2. MSJ produces and channels an important volume of information on the provided services, training actions, events and sponsorships, as well as on current regulations related to its clients and the most important sectors. Selectively, with specialization criteria, and trying to remit to every client the information that is believed to be useful for him, MSJ makes this information service available to its clients. Unless agreed differently, the signing of the proposals constitutes acceptance of the submission of this information, through the channels of communication deemed appropriate, including electronic channels.

8.3. The customer may exercise his rights of access, rectification, cancellation and / or opposition to MSJ by written and signed request, attaching a copy of any document that allows to prove the identity, addressed to: Martínez Legal Services, MSJ, SRL (Ref. Unit: Data Protection) Torre Fórum, Suite 8E, Av. 27 de Febrero 495, Santo Domingo, Dominican Republic.

8.4. If the processing of personal data, for which’s file the client is responsible (hereinafter the “Data”), is necessary for the execution of this proposal and agreement, MSJ will access the data in its capacity as the data processor. In this case, MSJ will only process the Data that are necessary to execute the legal advisory services, object of the proposal. The referred access to data will be performed, following the client’s instructions, with MSJ committing to: i.- Not using them for a purpose other than the one that motivates the subscription of this proposal; ii.- only process the data while the proposal is in force; iii.- Not to communicate them, nor to assign them to third parties, nor to give access, not even for their conservation; iv.- Adapt the necessary technical and organizational actions to guaranty the security of the data and to avoid its alteration, loss, non-authorized processing or access, in accordance to the level of security, determined by the client. v.- To comply with the duty of secrecy regarding the data MSJ has access to. vi.- Guarantee that all the personnel and collaborators of MSJ that will process the Data will commit themselves to keep the maximum reserve and secrecy.

Once the proposal that justifies access to the Data for which the customer is responsible is fulfilled or resolved, the media in which the Data is incorporated will be destroyed by MSJ. However, MSJ will keep a blocked copy only of those data from which may derive any liability for that party, as a consequence of the execution of this proposal. The referred locking will remain for the period during which these liabilities may be hold.

9. CONFIDENTIALITY AND PUBLICITY.-

9.1. MSJ will respect the confidentiality of the actions carried out for its clients.

9.2. MSJ may mention the name of its clients and the area, sector or specialty in which it advises them in presentations made to third parties, in order to accredit their experience in these sectors and specialties, unless expressly prohibited.

9.3. Additionally, MSJ may mention the names of its clients, the types of matters in which it works or has worked for them and their amounts, in the information provided to specialized publications and entities that perform rankings of law firms and lawyers, under the following circumstances: i.- That it is not personal data, and ii.- That the client has expressly authorized it or the information has already been published in the media and the client has not prohibited it.

10. DATA AND INFORMATION STORAGE.-

10.1. In general, the client will not provide original documents to MSJ unless this is indispensable and explicitly requested.

10.2. The client authorizes MSJ to keep a copy of the documents that have been provided for the provision of the contracted services, even after the termination of the contractual relationship. Once the execution of the service in charge or the relationship with the client has been completed, MSJ reserves the right to destroy the documentation at any time.

10.3. The storage of information and documentation linked to the services provided by MSJ to its customers may be carried out at MSJ’s facilities, on its servers or at third-party facilities or electronic storage facilities contracted by MSJ.

11. CONFLICTS OF INTERESTS.-

11.1. MSJ provides services to a large number of clients, both Dominican and foreign, in a wide range of specialties and subjects. MSJ has established internal procedures for checking and verifying possible situations of conflict of interest. However, if the client is aware of any circumstance that in his opinion may give rise to a conflict of interest situation, he must immediately notify MSJ. Likewise, MSJ will immediately inform the client when it becomes aware of situations of conflicts of interest that may occur due to any circumstance, whether or not it has occurred.

11.2. MSJ may intervene on behalf of any third party (even if the interests of this third party are contrary to the interests of the client, both in legal proceedings and elsewhere), provided they refer to different matters or issues and are not related to the matters entrusted by the client to MSJ (even when this might involve acting in front of the client or against any other entity participated by him), without such a conflict of interest preventing MSJ from accepting and carrying out such commissions in favor of third parties, except in those cases in which, in accordance with the professional or deontological regulations applicable to the activity of MSJ, this is not possible.

12. INTELLECTUAL PROPERTY.-

12.1. The intellectual property rights on the generated documentation and on the original ideas conceived during the provision of the services correspond to MSJ.

12.2. The client may use, exclusively for his own use, all the documentation generated by MSJ Abogados during the provision of service. He shall not distribute the documentation, nor grant access to other people than the client, unless specific written authorization has been granted in advance by MSJ Abogados.

13. APPLICABLE LAW AND CONFLICT RESOLUTION.-

13.1. The client agrees that all matters related to this agreement, including conflicts, shall be governed by the law of the Dominican Republic, without regard to the provisions of law conflicts. The place of jurisdiction is the city of Santo Domingo de Guzmán, National District. The client waives to present objections in said courts. In case a competent jurisdiction considers that any of the provisions of these conditions is null or can not be applied, said provision shall be limited or eliminated to the minimum extent permissible, and replaced by a valid one that represents the intentions of this agreement, so that they continue to be valid. The present conditions constitute a complete contract and replace any oral or written agreement or contract that previously existed between the parties.
I have read, understood and accepted these general conditions.

Signature: Date:

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