These Terms and Conditions ("Terms") applies in the case when the relevant reference is made by Lögberg lawyer (Sergei Motov, business ID 2996001-3), a private business person registered in Finland, registered and residing at Matruusinkatu 2 A 7 00160, Helsinki, Finland, email: sergei@logberg.lawyer (the "Consultant") in an invoice issued in the name of a client ("Client") and considered to be incorporated by a reference. Each Party is hereinafter separately referred to as a "Party" and collectively the "Parties".

1. Services

1.1. Subject to the terms and conditions set herein, the Consultant is hereby retained by the Client to provide legal advisory and consulting services in connection with the Client’s business matters, including, but not limited to:
(a) drafting legal documents of various nature;
(b) perform legal research;
(c) communicating with the Client’s clients and contractors;
(d) represent the Client in courts and arbitrations;
(e) participate in negotiation of contracts with clients and contractors;
(f) ensure the Client’s compliance with laws of various jurisdictions;
(g) file necessary paperwork to maintain the Client’s operations,
and other corporate, taxation, contract, litigation and other business matter related to legal advisory and consultancy of the Client’s business (the "Services").

1.2. Client may, but is not obliged to, instruct the Consultant for certain Services to be provided by the Consultant (an "Assignment"). In each Assignment the Parties will agree on the scope of the Services, terms and other conditions as provided by the Parties. Unless otherwise agreed by the Parties, Assignments may be agreed by the Parties in electronic form using email and without a physical signature or otherwise as may be agreed by the Parties.

1.3. The Services are to be provided to the Client by the Consultant based on the facts as provided by the Client. The Client cannot rely on the advice provided by the Consultant in any circumstances which the Consultant has not analyzed prior to providing the advice. The Services only include the provision of legal assistance and consulting within the scope of the Services agreed with the Client. The Services do not cover advice in other areas (such as any financial, accounting, environmental, technical or others).

1.4. During the course of the Services the Client is required to provide the Consultant with the necessary support and cooperation, the Client will be required to provide the Consultant with all documents and data, and disclose any information required for the proper fulfilment of the Services and the Client’s instructions, and it will be assumed at any time that such documents and information provided are true, complete and accurate.

1.5. The Consultant shall have the right to assign its office personnel, including lawyers, associate lawyers and consultants, paralegals and law clerks to the Client’s matters in the Consultant’s sole discretion. The Consultant may outsource provision of the Services in whole or part to the third parties only after receipt of the Client’s consent.

1.6. The Consultant and its office personnel are qualified to provide legal advisory services only on the basis of the law of jurisdictions where such persons have been duly qualified and licensed if needed. Based on its general experience in the respective area of law, the Consultant may provide views on issues related to the law of other jurisdictions, but this does not constitute provision of legal services and/or advisory and the Consultant does not assume any liability for the correctness of such views.

2. Compensation

2.1.Fee. Unless agreed otherwise, the Client shall pay the Consultant for the Services based on the agreed fee (flat fix rate or per hour fee). Payments shall be made in Euro.

2.2.Hours. Billed hours shall include, but shall not be limited to, time spent on the telephone, in negotiations, drafting, dictating, conducting legal research, conferences with other lawyers, attorneys, experts, consultants, traveling, and all other efforts on the Client’s behalf in the matter instructed by the Client under these Terms. The Client shall have the right from time to time to request a report on performed services, hours and fees billed, that shall be provided by the Consultant via email within a reasonable time.

2.3.Payments. The Consultant will issue invoices on a monthly or on another basis as agreed by the Parties. The term of payment of an invoice is Five (5) calendar days. Invoices will be sent directly to the Client or to a third person designated by the Client. If a third party designated by the Client fails to pay an invoice by the due date, the Consultant may readdress the invoice in the name of the Client and the Client shall pay the invoice by the due date of payment indicated thereof. Invoices are sent to the Client in electronic form to the Client’s email.

2.4.Additional expenses. During the Services there may be additional expenses and costs, including but not limited to filing fees, costs of transcribing, discovery costs, travel expenses, lodging, meal and related expenses, cost of long distance calls, mail costs, other form of communication, and the costs required to reasonably conduct online legal research that shall be reimbursed by the Client subject to prior written approval.

2.5.Necessary Payments. In the case if the Consultant is instructed by the Client to engage an external consultant or attorney, the Client shall be liable for the payment of invoices for fees or expenses related to the provision of services by such an external consultant or attorney. Any and all payments, including but not limited to, stamp duties, governmental fees and other payments needed to be made to authorities, governments, governmental agencies or other related persons in course of the Services shall be made by the Client.

2.6.Taxation. Value added tax is added to fees in the cases and at the rate set by law. If 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, Client will pay and bear such taxes or other amounts and ensure that Consultant receives the full amount of the invoice net of any deduction or withholding.

3. References. The Client hereby grants the non-exclusive, irrevocable, royalty free license to the Consultant to use the Client’s name and logo (the "Client’s Information") on the Consultant’s web-site, publications, and marketing materials and to release the Client’s Information to the public by any other means to advertise services offered by the Consultant.

4. Confidentiality. Neither Party will use, copy, adapt, alter, disclose, transfer or part with possession on any information of the other Party which is disclosed or otherwise comes into its possession under or in relation to these Terms and any Assignment. Furthermore, the existence and content of any business negotiations, discussions, the Services, including the Services in progress, as well as any Assignment and any agreements resulting these Terms, are confidential and may not be disclosed to any third party without the Parties’ prior written consent. Notwithstanding above, such confidential information may be used by any Party in fillings made with relevant authorities or in discussion with such authorities to the extent necessary or appropriate in order to obtain necessary regulatory approvals and/or clearance, if any. However, the Consultant may use information regarding interesting legal and tax developments in connection with the Services on a no-name basis in written publications. Either Party explicitly waives confidentiality obligations and releases another party from confidentiality obligations in case of claims of a Party against the other Party before any court, arbitration or debt enforcement authority in connection with fees, expenses, damages or otherwise needed to protect such Party’s rights under these Terms or available at law.

5. Liability. The Consultant is liable for direct proprietary damages wrongfully caused to the Client through provision of the Services up to the amount of compensation actually paid by the Client under these Terms. The Consultant is not liable for any loss of profit, non-proprietary damages or any other damages, costs, liabilities. The Consultant is not liable for damages caused by the Services or documents provided to the Client if they are used for any other purpose that that for which they were originally prepared. The Consultant will not accept any liability for damage that caused or may be caused to any third person.

6. Compliance. By executing any Assignment, the Client warrants, represents and confirms that it and its team is dedicated to complying with all applicable legal, regulatory and tax requirements (financial regulations, sanctions & embargos, taxation etc.).

7. Term. Any Assignment shall be effective on the date of its execution and shall continue until termination by either Party’s notice or until the fulfilment of Parties’ obligations.

8. Notices. Any notice or other communication including, but not limited to any request, demand, consent, waiver, approval, to or by any Party to these Terms (in this section, collectively, the "Notices") must be in legible writing or by electronic communication addressed to the another Party at the contact details. The Notices are regarded as being given by the sender and received by the addressee as follows: (a) If by delivery in person, when delivered to the addressee; or (b) If by registered post or by internationally recognized delivery service (such as DHL, Pony Express, UPS or similar), at the Fifth (5) business day (if posted within a country) or at the Tenth (10) business day (if posted from one country to another) as the case may be, from and including the date of postage; or (c) If by email, when the addressee’s acknowledgement of receipt or at the next business day following the postage, whichever occurs earlier, but in any case, if the delivery or receipt is on a day which is not a business day or is after 4:00 PM (addressee’s local time) it is regarded as received at 9:00 AM (addressee’s local time) on the following business day.

9. Governing Law and Arbitration. All disputes, controversies and differences between the Parties arising out of or relating to these Terms, including any question regarding its existence, validity or termination shall be construed, interpreted, applied, and governed in all respects in accordance with the laws of England and Wales without giving effect to its principles of conflicts of law. All and any disputes arising from these Terms shall be referred to and finally resolved by arbitration in accordance with the Rules for Expedited Arbitration of the Finland Chamber of Commerce. The Emergency Arbitrator provisions shall not apply. The seat of arbitration shall be Helsinki, Finland. The language of arbitration shall be English. The Parties agree that all arbitration proceedings conducted pursuant to this section shall be kept strictly confidential, and all information disclosed in the course of such arbitration proceedings shall be used solely for the purpose of those proceedings.

10. Entire Agreement. These Terms constitutes the entire agreement of the Parties with respect to the subject matter hereof and may not be amended or modified except in writing signed by each of the Parties to these Terms.

11. Relationship of the Parties. Nothing in these Terms and no action taken by the Parties under these Terms shall create a partnership or establish a relationship of principal and agent or any other fiduciary relationship between the Parties.

12. No Exclusivity. The Parties expressly acknowledge that these Terms does not create an exclusive relationship between the Parties. The Client is free to engage others to perform services of the same or similar nature to those provided by the Consultant, and the Consultant shall be entitled to offer and provide services to others, solicit other clients and otherwise advertise the services offered by the Consultant.

13. Severability. If any provision of these Terms is held to be illegal, invalid, or unenforceable: (i) that provision shall be deemed amended to achieve, as nearly as possible, the same economic effect as the original provision, and (ii) the legality, validity, and enforceability of the remaining provisions of these Terms shall not be affected or impaired thereby. If a court or other body of competent jurisdiction finds any provision of these Terms, or a portion thereof, to be invalid or unenforceable, the other provisions will remain in full force and effect.

14. No Waiver. No claim, right, or remedy of a Party under these Terms shall be deemed to be waived in whole or in part unless such waiver is in writing and signed. No relaxation, forbearance, delay, or indulgence by a Party in enforcing any of the provisions of these Terms shall prejudice, affect, or restrict the rights of that Party under these Terms, nor shall any waiver by a Party of a violation of these Terms operate as a waiver of any subsequent or continuing violation.

Lögberg lawyer
(Sergei Motov, business ID 2996001-3)

Address: Matruusinkatu 2 A 7 00160, Helsinki, Finland

Effective Date: June 01, 2020