Business Terms

1.1. These Business Terms (hereinafter referred to as the “Terms”) apply to legal services provided by MANIMAMA OÜ, an Estonian private limited company with registration code 14803352 and registered address at Harju maakond, Tallinn, Kesklinna linnaosa, Pärnu mnt 158/2-88, 11317 (hereinafter referred to as the “Law Firm”), unless otherwise agreed in writing. For the purposes of these Terms, “Client” means any person or entity entering into a contract for legal services with the Law Firm (hereinafter referred to as the “Contract”), and “Services” means the legal services provided under the Contract. The Client will be given the opportunity to review these Terms before entering into the Contract.

1.2. By ordering Services, the Client agrees to these Terms, provided that they have been made available to the Client before entering into the Contract, in accordance with Section 37(1) of the Law of Obligations Act. The Client shall not order the Services unless the Client agrees to these Terms.

1.3. In performing the Contract, the Law Firm shall apply its professional knowledge and experience to protect the Client’s legitimate interests within the agreed scope of the Services, in accordance with applicable law and professional ethical standards.

1.4. In the event of any inconsistency between these Terms and the individually negotiated provisions of the Contract, the latter shall prevail.

2.1. The Law Firm is deemed to have agreed to act for the Client once the Contract has been entered into with the Client. As a rule, the Law Firm and the Client enter into the Contract in writing, using the Law Firm’s Contract template. Notwithstanding any other provisions, the Contract comes into force and the Parties enter into mutual obligations under the Contract when the Parties have agreed on the provision of the Services, including where such agreement is evidenced by the Client’s payment of the agreed fees (including a deposit or prepayment) or the Law Firm’s commencement of the agreed Services, provided that the Parties’ intention to enter into a contract is sufficiently clear. Such agreement may be expressed by conduct in accordance with §§ 9 and 20 of the Law of Obligations Act.

2.2. The Contract can also be entered into orally or in a format that can be reproduced in writing. The existence of an oral Contract between the Law Firm and the Client may, depending on the circumstances, be evidenced by the Client’s provision of information necessary for providing Services or issuing an invoice, as well as by the payment of an invoice issued to the Client or to a person designated by the Client.

2.3. Where an actual or potential conflict of interest arises, the Law Firm may decline to accept, suspend or terminate the relevant assignment, subject to applicable law and professional obligations. The Law Firm shall determine, at its discretion and in accordance with applicable law, whether such circumstances prevent it from accepting or continuing the assignment.

3.1. The Law Firm shall not provide Services that involve, facilitate or support activities prohibited under applicable law, including terrorism, drug trafficking, money laundering, dealing with proceeds of crime or transactions conducted in violation of applicable sanctions or restrictive measures imposed by the United Nations, the European Union or other competent authorities.

3.2. The following sensitive activities are subject to the Law Firm’s prior approval. The Client shall obtain such approval before engaging the Law Firm in relation to any sensitive activities, including:

financial business involving: soliciting funds from the public, offering investment advice to the public, insurance business, the operation, and administration of collective investment schemes or the management of investments other than where the assets so managed comprise the property of a Client;

any activity relating to the provision of financial or banking services or any other business which requires a license in any jurisdiction;

gambling or lotteries;

accepting payment over the Internet for products or services;

providing service related to the virtual games;

utilizing merchant numbers for processing credit card orders;

mail or telephone order schemes.

3.3. The Law Firm shall not provide Services to businesses engaged in any of the following activities or otherwise falling within the categories specified below:

countries and territories: Abkhazia, Afghanistan, Azerbaijan, Bangladesh, Belarus, Bolivia, Burundi, Cambodia, Central African Republic, Crimea (region of Ukraine), Cuba, Democratic Republic of the Congo, Eritrea, Equatorial Guinea, Federal Republic of Ambazonia, Gabon, Guatemala, Guinea, Guinea-Bissau, Haiti, Honduras, Iran, Iraq, Kosovo, Kyrgyzstan, Lebanon, Libya, Madagascar, Mali, Myanmar (Burma), Non-government controlled areas of region of Donetsk (region of Ukraine), Non-government controlled areas of region of Kherson (region of Ukraine), Non-government controlled areas of region of Luhansk (region of Ukraine), Non-government controlled areas of region of Zaporizhzhia (region of Ukraine), Nicaragua, Niger, North Korea (DPRK), Pakistan, Palestine, Paraguay, Republic of Artsakh, Russia, Somalia, South Ossetia, South Sudan, Sudan, Syria, Tajikistan, Transnistria, Tunisia, Turkmenistan, Venezuela, Yemen, Zimbabwe;

businesses or persons subject to applicable international or national sanctions, or involved in terrorism, money laundering, financial crime or other serious criminal activities, including where the Law Firm has reasonable grounds to suspect such involvement;

security and riot control equipment such as stun guns, electronic restraining devices, CS gas or other similar materials, pepper sprays or any other device that could lead to the abuse of human rights or be utilized for torture or which may otherwise be used in an offensive

3.4. The Law Firm shall not provide Services to persons who:

are undischarged bankrupts or are otherwise disqualified from acting as a director or company officer or who have been imprisoned or found guilty of serious criminal offences relevant to the Law Firm’s assessment of legal, regulatory or reputational risks;

are government officials, politicians or other politically exposed persons, where the Law Firm determines that the associated risks are unacceptable;

prohibited under the laws of any country for whatsoever reason or who may otherwise be legally incapable or disqualified from being party to a contract.

3.5. Please note that if, during the provision of Services, the Law Firm determines that the Client or the relevant assignment falls within the restrictions set out in Clauses 3.1, 3.3 or 3.4, the Law Firm may immediately suspend or terminate the Contract without prior notice, where permitted by applicable law. The Law Firm shall be entitled to retain fees for services already provided and reimbursement of expenses incurred.

3.6. The Law Firm may also refuse to commence or continue providing Services where the Client provides false, misleading or incomplete information, fails to satisfy applicable identification or verification requirements, or otherwise presents unacceptable legal, regulatory or reputational risks.

4.1. The Law Firm provides Services to the Client or people designated by the Client in line with the terms of the Contract. The Law Firm shall exercise professional discretion in determining the methods and approach to providing Services within the agreed scope of the assignment. The Law Firm shall not be required to follow any Client instructions that would violate applicable law, create a conflict of interest or breach applicable professional or ethical obligations.

4.2. When the Law Firm and the Client enter into the Contract, the Law Firm will agree on the specific type and scope of the Services that Law Firm will offer to the Client. If both parties agree, the nature and scope of the Services may be changed throughout the course of the services’ performance.

4.3. The scope of the Services may be agreed upon in the Contract, an order, an invoice or through other communications between the Parties, including email, Telegram, other messaging applications or oral communication, provided that the Parties’ agreement can be established from the circumstances.

4.4. When the Law Firm decides who will provide Services to a specific Client, Law Firm takes into account the wishes of the Client as well as the expertise, experience, workload, etc., of the Law Firm’s personnel and legal professionals.

4.5. The Law Firm shall use reasonable professional efforts in providing the Services but does not guarantee any particular legal, regulatory, commercial or other outcome.

4.6. The Law Firm shall inform the Client of all material circumstances related to the provision of Services, in particular those that may cause the Client to change the instructions, and, at the request of the Client, shall provide the Client with information on the performance of the Contract.

4.7. The Client shall cooperate with the Law Firm in connection with the assignment, including by providing accurate and complete information, documents and any additional explanations reasonably requested by the Law Firm. If the Client fails to provide information or documents necessary for the provision of the Services, the Law Firm may suspend or terminate the performance of the Contract. Any delay resulting from the Client’s failure to cooperate may affect the agreed timeframe for completion of the Services, and the Law Firm shall not be responsible for such delay to the extent caused by the Client.

4.8. The Law Firm is authorized to do any legal acts within the scope of the Client’s assignment and the authority granted by the Client, as necessary to perform the agreed Services. A power of attorney granted by the Client to the Law Firm must be appended to the Contract if necessary.

4.9. The Law Firm should retain a file comprising all documents pertaining to the supply of Services to the Client. Documents and other data storage media can also be electronically saved. The Law Firm should segregate materials related to the Client’s case from other papers and materials and shall take appropriate measures to ensure their preservation and confidentiality in accordance with applicable law (for more detailed information see Section 6).

4.10. The Law Firm must provide to the Client the work completed under the Contract and return the Client’s files, documents, and other materials. If the Client fails to meet his/her obligations to the Law Firm, including the responsibility to pay for the Services supplied, the Law Firm has the right to withhold the completed work and/or relevant documents to the extent permitted by applicable law, provided that such withholding does not violate mandatory legal obligations or disproportionately prejudice the Client’s legitimate interests.

4.11. The Services shall be deemed accepted if within 5 (five) business days after the delivery of the Services to the Client, the Client has not challenged the results. The term of acceptance may be changed by mutual agreement of the Parties. Such acceptance shall not exclude any rights or remedies that cannot be waived or limited under applicable law.

4.12. Unless otherwise agreed, any legal opinions, memoranda, advice or other deliverables prepared by the Law Firm are intended solely for the Client and the purposes of the relevant assignment. The Client shall not disclose or permit third parties to rely on such deliverables without the Law Firm’s prior written consent, except where such disclosure is required by applicable law or is reasonably necessary for the purposes expressly agreed under the relevant assignment.

5.1. The Law Firm is subject to the rules of the Money Laundering and Terrorist Financing Prevention Act of Estonia (hereinafter referred to as the “Act”) when carrying out activities falling within its scope. In accordance with § 47 of the Act, the Law Firm is required to retain relevant identification and due diligence records for at least five (5) years following the termination of the business relationship, subject to the specific retention periods, exceptions and other requirements established by applicable law. The Law Firm shall collect and verify the information and documents necessary to comply with applicable customer due diligence requirements, including, where appropriate, those specified in Table 1 below.

5.2. According to §2 of the Act, the Law Firm must obtain the data listed below when the Law Firm, in the course of its professional activities, acts on behalf of or for the Client in planning or executing transactions or otherwise provides services falling within the scope of the Act, including those related to:

5.2.1. the purchase or sale of immovable property, business or shares of a company;

5.2.2. the management of the Client’s money, securities or other property;

5.2.3. the opening or management of payment accounts, deposit accounts or securities accounts;

5.2.4. the acquisition of funds required for the foundation, operation or management of a company;

5.2.5. the foundation, operation or management of a trust, company, foundation or legal arrangement.

5.3.The Law Firm reserves the right to request additional information or documents, or to apply enhanced due diligence measures, where considered necessary based on the Client’s circumstances, the nature of the services or applicable legal and regulatory requirements.

5.4. The Client may initially provide copies of the required documents. Copies of identity documents must clearly display the holder’s photograph, signature and other relevant identification details, where applicable. The Law Firm may require documents to be certified by a notary public, lawyer, banker or another qualified professional acceptable to the Law Firm.

5.5. The documents may be sent via e-mail or via specific online software for review but the originals or apostilled copies when applicable may be required to be submitted to the Law Firm by courier or mail where necessary for verification purposes. The Law Firm reserves the right to refuse to commence or continue providing services until the required identification and verification procedures have been satisfactorily completed, subject to applicable law. All documents must be in English or if not then a translation from an independent and accredited translator should be attached where requested by the Law Firm.

6.1. Subject to Estonian law and the provisions of these Terms, the Law Firm will keep confidential Client information that becomes known to the Law Firm while supplying Services in line with the rules of professional conduct.

6.2. If necessary for the supply of Services, or if the obligation derives from the law, the Law Firm may disclose to third persons (including notaries, translators, banks and state authorities) confidential information and documents regarding the Client without separate consent from the Client.

Where the Law Firm engages external professionals or service providers in accordance with Section 13 of these Terms, 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 Contract.

6.3. The Law Firm is also entitled to disclose information entrusted to it by the Client and/or relating to Services supplied to the Client by the Law Firm in the course of internal review and/or professional investigation either in disciplinary or ethics procedures, when the review or investigation is conducted under the rules of the applicable law or competent professional or regulatory authority, to the extent such disclosure is permitted or required by law.

7.1. Legal fees are set depending on a variety of factors. Fees will be determined by the amount of time spent, the professional knowledge and skill of the Law Firm’s lawyers engaged, the complexity of the assignment and its significance to the Client, the values involved, the outcome, and the liabilities associated with resolving the case.

7.2. In addition to legal fees and overhead charges, the Client shall reimburse the Law Firm for any and all expenses and direct costs paid by the Law Firm for the Client in connection with the provision of the Services, including but not limited to state fees, notary charges and other payments made for the Client, transportation and accommodation expenses, translation costs, costs of professional assistance and use of equipment as well as other expenses incurred by the Law Firm beyond the ordinary course of Service.

7.3. When completing an assignment, it might be difficult to predict the entire price. However, upon request, the Law Firm will provide Clients with a reasonable estimate as well as information on expected expenses and disbursements, and Law Firm will notify the Client as soon as possible if the final charge is going to exceed the estimate.

7.4. Fees for the Services shall be payable as follows:

a) Where the Parties agree on a fixed fee, payment shall be made against the relevant invoice; Invoicing will take place before the commencement of the Services as well as when the Services have been provided and mailed to the Client’s specific email address.

Advice on a continuous basis and long-term assignments will be invoiced at appropriate intervals, monthly or quarterly unless otherwise agreed.

Term of payment is 5 (five) business days from the date of invoice or not later than the date specified in the invoice, and VAT can be added in accordance with applicable rules.

If the Client fails to pay the Invoice when due, the Law Firm is entitled to charge late payment interest at the rate of 0.1% of the overdue amount for each calendar day of delay, to the extent permitted by applicable law.

If the Client fails to pay any amount when due, the Law Firm may take appropriate measures to recover the outstanding amount, including initiating legal proceedings, without prejudice to any other rights or remedies available under the Contract or applicable law. Any statement will be deemed to be accepted and affirmed by the Client unless objected to in writing within 30 (thirty) business days of the date of the Invoice. Failure to raise an objection within this period shall not affect the Client’s obligation to pay undisputed amounts when due or any rights that cannot be waived under applicable law.

b) Unless otherwise agreed by the Parties, Services provided on an hourly basis shall be charged at the rate of EUR 300 (three hundred) per hour.

Where the Client makes an advance payment of EUR 5,000 (five thousand euros) or less (hereinafter referred to as “Deposit”), the Deposit shall be credited to the Client’s balance maintained by the Law Firm and may be applied towards Fees, expenses and other amounts payable in connection with the Services. Unless otherwise agreed by the Parties, Services charged on an hourly basis shall be billed at the rate specified in Clause 7.4(b).

The Law Firm shall be entitled to deduct from the Deposit any Fees for Services performed, expenses incurred and other amounts lawfully due. Upon termination or completion of the Contract, any unused balance of the Deposit shall be refunded to the Client after deduction of such amounts, subject to applicable law.

The Deposit may be received and held in the Law Firm’s designated bank account or cryptocurrency wallet, subject to applicable law and any mandatory requirements concerning the handling of client funds. No interest shall accrue on the Deposit unless otherwise required by applicable law.

7.5. In the event that the Law Firm suspends or terminates the Contract, the Law Firm is entitled to receive payment for Services already performed and reimbursement of expenses incurred, calculated in accordance with the agreed fee arrangement or, where applicable, the hourly rate specified in Clause 7.4(b).

7.6. If the Client cancels or refuses to proceed with Services agreed on a fixed-fee basis after the Law Firm has commenced their provision, the Law Firm may recalculate the Fees for Services already performed on an hourly basis at the rate specified in Clause 7.4(b), unless otherwise agreed by the Parties or required by applicable law. Any outstanding amounts may be deducted from the Deposit, where available.

7.7. The Client will make all payments in EUR, or cryptocurrency (such as USDT or BTC) by bank transfer to a bank account or by a crypto-asset transfer to a wallet as specified by the Law Firm in the invoices. The Parties shall each bear the cost of any and all bank charges or other expenses flowing from or connected to the transfer of money, each according to the jurisdiction where they reside or are registered. The Client may designate a third party to process any payments to the Law Firm, subject to the Law Firm’s prior approval and satisfactory completion of any applicable identification, verification and compliance checks.

8.1. The Contract usually terminates once the Law Firm has carried out the assignment set out in the Contract.

8.2. The Client is entitled to cancel the Contract at any time, by giving the Law Firm 10 (ten) business days’ prior written notice, unless immediate termination is permitted under applicable law.

8.3. The Law Firm may, on its own initiative, suspend and/or cancel the performance of the Contract if:

8.3.1. a conflict of interests arises in the course of carrying out the Client’s assignment;

8.3.2. the Client fails to perform an obligation arising from the Contract or breaches any of the material conditions of the Contract;

8.3.3. the Client does not follow the instructions given by the Law Firm or acts in another manner that indicates clearly that the Client has lost confidence in the Law Firm or the attorney providing Services;

8.3.4. the Client gives the Law Firm instructions that damage the interests of the Client or are clearly of no use for carrying out the assignment and, although the Law Firm has brought such fact to the attention of the Client, the Client still insists that the instructions be followed;

8.3.5. the Client fails to provide the data and/or information necessary for providing Services under the Contract within a reasonable period and, as a result, the provision of Services is hindered or impossible;

8.3.6. the Client has failed to pay the fees according to the terms and conditions agreed on;

8.3.7. the Client participating in a transaction relating to economic or professional activities fails to submit the required documents or relevant information regardless of respective requests, or the documents or data submitted do not dispel the suspicion of the Law Firm that the aim of the transaction or business relationship could be money laundering or terrorist financing;

8.3.8. the Law Firm identifies any activity or circumstance in the Client’s economic or professional activities or official act which might be an indication of money laundering or terrorist financing or which gives rise to a suspicion that it might constitute money laundering or terrorist financing.

8.4. The Law Firm can also cancel the performance of the Contract for any reason by serving 14 (fourteen) business days prior written notice to the Client.

9.1. The Law Firm shall be liable for a breach of its obligations under the Contract and for any damage caused in the provision of Services only in the case of gross negligence or intent, to the extent permitted by applicable law.

9.2. Neither the Law Firm nor the attorneys providing Services are required to verify or confirm the veracity of any information provided by the Client to the Law Firm, unless such verification is required by applicable law or expressly included in the agreed scope of the Services. Neither the Law Firm nor the attorneys providing Services shall be held accountable for the correctness of the Client’s information.

9.3. If it becomes necessary to use the professional assistance of experts, consultants, specialists, etc., from other fields in the course of providing Services to the Client, neither the Law Firm nor the attorneys providing Services will be held liable for the accuracy of such external specialists’ analyses, opinions, explanations, or other information. This limitation shall apply only to the extent permitted by applicable law and shall not exclude liability for the Law Firm’s own acts or omissions where such liability cannot lawfully be excluded.

9.4. Neither the Parties nor attorneys providing Services shall be held liable for any financial consequential losses, including operational losses, loss of data, loss of profit, loss of goodwill, reputational damage, etc. or other types of indirect loss.

10.1. The Parties shall be released in part or in full from the performance of the obligations arising from or in connection with these Terms if it is inhibited by force majeure; whereas, the affected Party shall take reasonable measures to mitigate the consequences of force majeure and resume the performance of its obligations where reasonably practicable. The occurrence of force majeure shall be proved by the Parties to be relieved from the liability arising from the law and/or provided for in the Terms for the failure to perform or nonconforming performance of the obligations assumed with the Terms.

10.2. For the purposes of these Terms, force majeure means circumstances beyond the reasonable control of the affected Party that could not reasonably have been foreseen, prevented or overcome and that prevent the performance of contractual obligations, in accordance with the Law of Obligations Act. Changes in market conditions, increases in costs or financial difficulties shall not, in themselves, constitute force majeure.

10.3. Where required by applicable law or reasonably necessary to document the occurrence of force majeure, the affected Party shall notify the relevant competent authorities.

10.4. The Parties shall be obligated to immediately inform one another in writing of the occurrence of force majeure.

10.5. Upon the occurrence of force majeure the Parties shall agree on the change in the time-limits for the provision of the service according to the duration of the said circumstances. If the duration of force majeure exceeds two (2) calendar months, either Party shall have the right to terminate the Contract

11.1. These Terms shall be governed by Estonian law and the disputes shall be resolved in accordance with Estonian law.

11.2. The Parties will endeavor to resolve the disputes arising from these Terms by negotiation. If the disputes arising from Terms cannot be resolved through negotiations between the Parties, disputes shall be settled in the Harju County Court or in case of expedited procedure of orders of payment in the Pärnu County Court.

12.1. The Law Firm may amend these Terms from time to time by publishing an updated version on its official website at https://manimama.eu/. Amendments may be made to reflect changes in applicable law, regulatory requirements, the Law Firm’s services or operational arrangements, or other objectively justified circumstances.

Where amendments materially affect an ongoing Contract, the Law Firm will notify the Client in advance using the contact details provided by the Client. Unless otherwise required by applicable law or agreed by the Parties, such amendments shall take effect no earlier than 14 (fourteen) business days after notification.

The Client may terminate the affected Contract with effect before the amendments become applicable to that Client, subject to payment for Services already performed and expenses incurred.

12.2. Where the Client has been duly notified of amendments to these Terms, the Client’s continued use of the Services after the effective date of such amendments shall constitute acceptance of the revised Terms, to the extent permitted by applicable law.

12.3. The Client agrees and understands his/her responsibility to check the relevance and updates of the text of these Terms.

13.1. The Law Firm may cooperate with independent law firms, attorneys, legal consultants and other professional service providers in the European Union and other jurisdictions where their expertise or assistance is required for the provision of Services.

13.2. The Law Firm may engage such professionals and service providers as subcontractors or coordinate their work in connection with the Client’s assignment. The Law Firm shall determine the appropriate arrangements for such cooperation, taking into account the nature and scope of the Services, applicable legal requirements and any specific arrangements agreed with the Client.

13.3. Unless otherwise expressly agreed by the Parties, the Law Firm shall remain the contracting party under the Contract. The engagement of external professionals or service providers shall not, by itself, establish a contractual relationship between the Client and such third parties.

14.1. Invalidity, ineffectiveness or loss of binding nature of any provision or clause of these Terms shall not affect validity, effectiveness or binding nature of any other provision or clause of these Terms, which shall remain in full effect.

14.2. These Terms are composed in English, Ukrainian and Russian. In case of differences, the English version shall prevail.

14.3. These Terms, together with the Contract and any documents expressly incorporated by reference, constitute the entire agreement between the Client and the Law Firm concerning the provision of Services, unless otherwise agreed by the Parties. In the event of any inconsistency, individually negotiated provisions of the Contract shall prevail.

The Law Firm’s Privacy Policy, Cookie Policy and other applicable policies are made available separately and shall apply in accordance with their respective terms and applicable law.