MANIMAMA
BUSINESS TERMS
Legal service of MANIMAMA OÜ
1. THE BASICS
1.1. These Business Terms apply to the legal assistance and the assignments undertaken by legal firm MANIMAMA OÜ (also referred to as the “Law Firm”, “We”, “Our”, “Us”; registration code: 14803352, address: Harjumaa, Tallinn linn, Pärnu mnt 158-88, 11317) unless otherwise agreed in writing. It will be assumed that the Client (also referred to as “You”) has read all of these Business Terms before applying for any services from MANIMAMA.
1.2. Ordering services you accept these Business Terms according to the Estonian Law of Obligations Act section 20 subsection 1. If you do not accept them, do not apply for any services.
1.3. In carrying out the Contract for Legal Services, applying our experience, and finding solutions, we will be guided by the goal of ensuring the maximum legal protection of the Client's interests, including the creation of legal certainty and clarity, as well as by the law and professional ethics.

2. ENTRY TO THE CONTRACT FOR LEGAL SERVICES
2.1. The Law Firm is deemed to have agreed to act for the Client once the Contract for Legal Services has been entered into with the Client. As a rule, the Law Firm and the Client enter into the Contract for Legal Services in writing, using the Law Firm’s Contract for Legal Services template.
2.2. The Contract for Legal Services can also be entered into orally or in a format that can be reproduced in writing. The existence of an oral Contract for Legal Services between the Law Firm and the Client is, among other things, evidenced by the Client’s provision of information necessary for providing legal 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. If there is a circumstance that impairs or may impair the attorney's ability to act solely in the interests of the Client (a conflict of interests), the Law Firm may not provide legal services to the Client, unless the Law Firm has informed the Client of the circumstance and the Client still insists that the attorney provide legal services to the Client. If a conflict of interest should arise during the development of the case, which may result in us renouncing the case, we will of course recommend another lawyer.

3. UNACCEPTABLE BUSINESS AND SENSITIVE ACTIVITIES
3.1. A Client undertakes that it shall not engage in any Illegal Activities, which means any activity designated anywhere in the world as illegal or criminal which, without prejudice to the generality of the foregoing, shall be deemed to include activities relating to terrorism, drug trafficking, money laundering, receiving the proceeds of criminal activities or trading with countries which may from time to time be subject to any embargo imposed by the Security Council of the United Nations or the European Union or similar international organization.
3.2. The under-mentioned Sensitive Activities will only be accepted subject to a pre-approval process. Contact us beforehand to make sure we can accept your business. Sensitive Activities include:
• 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. Under no circumstances will we provide services for businesses that conduct activities relating to:
• a business that is not allowed with any listed sanctioned countries. Among the sanctioned countries are the following: Afghanistan, Barbados, Bosnia and Herzegovina, Botswana, Burundi, Cambodia, the Central African Republic, Congo, Ghana, Guinea, Guyana, Haiti, Iran, Iraq, Jamaica, Laos, Libya, Mali, Mauritius, Mongolia, Myanmar (Burma), Nicaragua, North-Korea, Panama, Somalia, South Sudan, Syria, the Bahamas, Uganda, Vanuatu, Yemen, Zimbabwe;
• businesses or businesses with persons subject to international/national sanctions, suspected or convicted of terrorism, financial crime, or any other offense;
• arms, weapons or munitions;
• 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 manner;
• dangerous or hazardous biological, chemical or nuclear materials including equipment or machinery to manufacture or handle such materials and the transportation, handling, disposal or dumping of such materials;
•mercenary or contract soldiering;
• technical surveillance or bugging equipment and industrial espionage;
• genetic material;
• human or animal organs, including blood and plasma;
• the abuse of refugees or human rights;
• pornography;
• adoption agencies, including surrogate motherhood;
• drug paraphernalia;
• pyramid sales;
• the provision of credit cards; the provision of degrees or qualifications.
3.4. Under no circumstances will we 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 any criminal offense;
who are government officials or politicians;
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 it turns out that the Client falls under one of the above lists (clauses 3.1, 3.3-3.4), the Contract for Legal Services with such Client will be immediately terminated without any refund.

4. PROCEDURE FOR PROVISION OF SERVICES
4.1. We provide legal services to the Client or people designated by the Client in line with the terms of the Contract for Legal Services. We will choose the precise way and terms of providing legal services, and the Client will not be is not entitled to insist that we follow the Client's explicit instructions.
4.2. When the Legal Firm and the Client enter into the Contract for Legal Services, we will agree on the specific type and scope of the legal services that we will offer to the Client. If both parties agree, the nature and scope of the legal services may be changed throughout the course of the services' performance.
4.3. When we decide who will provide legal services to a specific Client, we take into account the wishes of the Client as well as the expertise, experience, workload, etc., of employees and attorneys of MANIMAMA.
4.4. In providing legal services, the Law Firm should utilize its best efforts to obtain the result requested by the Client while adhering to professional ethical rules. Please note, that the Law Firm cannot promise that the desired outcome will be obtained.
4.5. The Law Firm shall inform the Client of all material circumstances related to the provision of legal 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 for Legal Services.
4.6. The Client shall cooperate with the Law Firm in relation to the Client’s assignment, incl. by providing the Law Firm with accurate and complete information and documents, as well as with additional explanations at the request of the Law Firm. Please note, that if you fail to provide us with the data necessary for carrying out the assignment or other information necessary for providing legal services, we will have the right to suspend (suspension of the Contract for Legal Services may affect on terms of obtaining final outcome) or cancel the performance of the Contract for Legal Services.
4.7. The Law Firm is authorized to do any legal acts required to effectively carry out the Client's assignment when providing legal services. A power of attorney granted by the Client to the Law Firm must be appended to the Contract for Legal Services if necessary.
4.8. The Law Firm should retain a file comprising all documents pertaining to the supply of legal services to the Client. Documents and other data mediums can also be electronically saved. The Law Firm should segregate materials related to the Client's case from other papers and materials and shall guarantee their preservation and confidentiality (for more detailed information see Section 6).
4.9. The Law Firm must provide to the Client the work completed under the Contract for Legal Services and return the Client's files, documents, and other materials. If the Client fails to meet their obligations to the Law Firm, including the responsibility to pay for the legal services supplied, the Law Firm has the right to withhold the work completed and/or the documents provided by the Client or created or gathered for the Client.

5. IDENTITY INFORMATION AND MONEY LAUNDERING
5.1. The MANIMAMA Law Firm is subject to the rules of the Money Laundering and Terrorist Financing Prevention Act of Estonia (“Act”). According to §47 of the Act, Law Firm is under an obligation to collect and store Clients’ identity information for five years. Whilst we respect the confidentiality of our Clients, we are obliged by law to obtain the following information, specified in Table #1 below.
5.2. According to §2 of the Act, the Law Firm must obtain the data listed below in cases where the Client guides the planning or making of a transaction or makes an official operation or provides an official service related to:
5.2.1. the purchase or sale of an immovable, business or shares of a company;
5.2.2. the management of the customer’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.

Table #1
5.3. Please note, that you only need to provide us with a copy of the documents. All copies must bear a clear photograph and the holders’ signature. The copy also must be certified by a notary public, a lawyer, a banker or another professional person. The person making the certification must be a member of a professional organization that publishes certified lists of its members and the professional body must be clearly identified under their signature.
5.4. The documents may be sent via e-mail or via specific online software to us for review but the originals or apostilled copies when applicable must be sent to us by courier or mail and regretfully we cannot undertake work until the originals have been received. All documents must be in English or if not then a translation from an independent and accredited translator should be attached.

6. CONFIDENTIALITY
6.1. Subject to the Estonian law and the provisions of these Business Terms, the Law Firm will keep confidential Client information that becomes known to the Law Firm while supplying legal services in line with the rules of professional conduct.
6.2. If necessary for the supply of legal 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. If the Client instructs the Law Firm to use the services of other service providers for supply of legal services or if the Client agrees to 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 Contract for Legal Services.
6.3. The Law Firm is also entitled to disclose information entrusted to it by the Client and/or relating to legal 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 Local Bar Association.

7. FEES AND CHARGES TO BE PAID FOR SERVICES
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 attorneys 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 direct costs paid by the Law Firm for the Client in connection with the provision of the legal 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 legal service.
7.3. When completing an assignment, it might be difficult to predict the entire price. However, upon request, we will provide Clients with a reasonable estimate as well as information on expected expenses and disbursements, and we will notify the Client as soon as possible if the final charge is going to exceed the estimate.
7.4. Invoicing will take place when the assignment has been completed. Advice on a continuous basis and long-term assignments (on account) will be invoiced at appropriate intervals, monthly or quarterly unless otherwise agreed. Terms of payment are 5 (five) days from the date of 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 1% of the amount outstanding per each day the payment is overdue.
7.5. As a rule, we ask for prepayment of disbursements and costs, and in rare cases, we ask for prepayment of our fee. Prepaid fees, disbursements, and expenses will be placed on our Clients' accounts and used to cover future bills and charges, including any possible interest unless otherwise agreed.
7.6. In the event that the Law Firm suspends or cancels the performance of the Contract for Legal Services, the Law Firm is entitled to receive fees for the legal services already provided.

8. TERMINATION OF THE CONTRACT FOR LEGAL SERVICES
8.1. The Contract for Legal Services 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 for Legal Services at any time, giving the Law Firm written notice thereof within 10 (ten) days.
8.3. The Law Firm may, on its own initiative, suspend and/or cancel the performance of the Contract for Legal Services 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 for Legal Services 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 legal services;
8.3.4. the Client gives the attorney 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. regardless of repeated reminders by the Law Firm, the Client fails to provide the data and/or information necessary for providing legal services under the Client Contract within a longer period of time and, as a result, the provision of legal 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 Legal Services for any reason by serving 14 calendar days prior written notice to the Client.

9. LIMITATION OF LIABILITY
9.1. The parties and the attorneys providing legal services shall be liable for a breach of their obligations under the Contract for Legal Services and for any damage caused in the provision of legal services only in the case of gross negligence or intent.
9.2. Neither the Law Firm nor the attorneys providing legal services are required to verify or confirm the veracity of any information provided by the Client to the Law Firm. Neither the Law Firm nor the attorneys providing legal 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 legal services to the Client, neither the Law Firm nor the attorneys providing legal services will be held liable for the accuracy of such external specialists' analyses, opinions, explanations, or other information.
9.4. Neither the Parties nor attorneys providing legal services shall be held liable for any financial consequential losses, including operation loss, loss of data, loss of profit, loss of goodwill, degradation of image, etc. or other types of indirect loss.

10. FORCE MAJEURE
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 Business Terms if it is inhibited by force majeure; whereas, the Law Firm shall be obligated to take every measure to prevent causing of damage to the Client and to ensure the execution of the Business Terms to the fullest extent possible. 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 Business Terms for the failure to perform or nonconforming performance of the obligations assumed with the Business Terms.
10.2. Force majeure for the purposes of the Business Terms is fire, flood, theft and situations corresponding to the concept of the Law of Obligations Act. Force majeure for the purposes of the Business Terms is not a change in the economic situation of the Parties, increase in prices, holiday, bankruptcy, bankruptcy caution or securing of an action.
10.3. The Parties shall immediately inform of the occurrence of force majeure the relevant bodies who have the right to officially document the situation and take necessary measures (the Rescue Board, the police).
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, the Party shall have the right to cancel the Business Terms.

11. LAW
11.1. These Business Terms shall be governed by Estonian law, i.e. the final applicable law shall be 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 Business Terms by negotiation. If the disputes arising from Business 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. AMENDMENTS
12.1. The Law Firm may unilaterally amend these Business Terms at any time, notifying the Client by e-mail at least 30 calendar days in advance. The Law Firm publishes amendments to the Business Terms on its website https://manimama.eu/. If the Client does not agree with an amendment to the Business Terms, the Client may terminate the Business Terms in line with Clause 8.2 of the Business Terms.

CONTACT INFORMATION
Law Firm: MANIMAMA OÜ
Reg. Code: 14803352
Address: Harjumaa, Tallinn linn, Pärnu mnt 158-88, 11317
Tel: +372 54 350024
Email: support@manimama.eu

Our contacts in Estonia
support@manimama.eu
+372590073782
@Manimamaeesti
Harju maakond,
Tallinn, Kesklinna linnaosa,
Pärnu mnt 158/2-88, 11317, Estonia

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