Terms of Service

Effective Date: 15/12/2025

BACKGROUND

These Terms of Service (the “Terms”) constitute a legal agreement between you and LegalBison (“LegalBison” “we” “our” or “us”).

We reserve the unilateral right to amend, modify, or revise these Terms at any time, without prior notice, by posting the amended Terms on our Website. Any amendments made to these Terms shall become effective immediately upon their publication. Notwithstanding the foregoing, it is expressly agreed that if you have accepted these Terms at the time of purchase of our Services, the version of the Terms that was in force at the time of such acceptance shall exclusively govern the relationship between you and LegalBison. In the event of any subsequent amendments to these Terms, those amendments shall not apply to you or impact the existing contractual terms between you and LegalBison.

By continuing to use our Services after any amendments to these Terms, you expressly acknowledge and agree that the version of the Terms in force at the time of your acceptance shall continue to apply exclusively to your relationship with LegalBison. Previous versions of these Terms, as applicable at the time of your acceptance, shall be made available on our Website for your reference and verification.

By accessing our Website, engaging with our specialists, or utilizing any of our Services, you agree to comply with and be bound by these Terms and Additional Policies. Please read and review these Terms and Additional Policies carefully and in full, as they contain important information about your legal rights, remedies, and obligations. If you have any questions or concerns regarding these Terms, please contact us before accepting and using our Services.

INTERPRETATION

For the purposes of these Terms, the following definitions apply:

1. Additional Fees – shall mean any fees payable in respect of Services that extend beyond or deviate from the scope initially agreed upon between the Parties, including but not limited to:
  1. requests for fundamental or material changes to the deliverables;
  2. the introduction of additional Services or tasks not originally contemplated; or
  3. the involvement of external specialists, consultants, or Third Party advisors required for proper execution of the revised scope. The specific terms governing the calculation, approval, and payment of such Additional Fees are set out in Section 9 (“Fees”) of these Terms.
2. AML/CTF – shall mean Anti-Money Laundering and Counter-Terrorist Financing laws, regulations, directives, and requirements applicable to the Services in relevant jurisdictions.
3. Business Day – shall mean a day on which registered banks are open for business in the Republic of Poland, excluding Saturdays, Sundays, and public holidays.
4. Client, you, your – shall mean the counterparty entering into these Terms with us exclusively for purposes relating to its trade, business, or professional activity. For the avoidance of doubt, you acknowledge and represent that you are not acting as a consumer within the meaning of any applicable consumer protection laws, and that you are entering into these Terms solely in the course of a commercial or professional engagement.
5. Commencement of the Services – shall mean the moment at which any payment – whether partial or full – is credited to our designated bank account pursuant to an Invoice issued by us. Such payment shall constitute the initiation of the contractual relationship and the Client’s express instruction to begin performance of the Services, irrespective of whether the total invoiced amount has been settled in full.
6. Entity – shall mean a corporate body, legal person, or other legally recognized structure formed or maintained through our Services, including but not limited to: limited liability companies, foundations, trusts, partnerships, or other entities where applicable jurisdiction permits their establishment through our Service offering.
7. GDPR – shall mean Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (OJ L 119, p. 1, 2016), as amended or replaced from time to time. Where applicable, references to the GDPR shall be deemed to include analogous data protection and privacy laws outside the EU, including but not limited to the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act, and any other relevant federal or state privacy laws in the United States, to the extent they impose comparable obligations on the processing of personal data.
8. Invoices – shall mean formal billing documents issued by us to the Client, incorporating these Terms by reference, which set forth the fees, charges, or other amounts payable in consideration for the Services provided, together with any applicable taxes or payment terms as specified therein.
9. KYC/KYB – shall mean the Client due diligence, identity verification, and risk assessment processes conducted by us in accordance with applicable AML and CTF laws and regulations. The KYC/KYB includes, without limitation: (i) Know-Your-Customer and Know-Your-Business verifications; (ii) Politically Exposed Person (“PEP”) screening; and (iii) identification and verification of Ultimate Beneficial Owners (“UBOs”).
10. Statement of Work or SOW – shall mean a document agreed upon and executed by the Parties, which incorporates these Terms by reference, and sets forth a detailed description of a defined portion of the Services, including, without limitation, the scope of work, deliverables, timelines, responsibilities of the Parties, and applicable Fees and payment terms.
11. Terms – shall mean these general terms and conditions, including any SOW, annexes, exhibits, appendices, schedules, policies, procedures and documents incorporated herein by reference, as may be amended from time to time.
12. Third Party – shall mean any natural or legal person, entity, or organization other than the Parties to these Terms.
13. Website – shall mean our official online platform accessible at https://legalbison.com and any of its subdomains, through which these Terms may be made available or Services may be accessed.
14. Competent Authority – shall mean one or more authorities designated by Member States as defined in Article 3(35) of Regulation (EU) 2023/1114 of the European Parliament and of the Council of 31 May 2023 on markets in crypto-assets, and amending Regulations (EU) No 1093/2010 and (EU) No 1095/2010 and Directives 2013/36/EU and (EU) 2019/1937 (OJ L 150, 9.6.2023, pp. 40) (“MiCAR”).
ELIGIBILITY
1. The availability of our Services is contingent upon several factors that determine your eligibility to engage with them. We may refuse to provide our Services in specific locations and jurisdictions at our discretion.
2. To be considered eligible to use and engage with our Services, you must affirm that: (a) you are at least eighteen (18) years of age, or have otherwise reached the legal age of majority under the laws of your country of residence, and possess full legal capacity to enter into binding agreements and to comply with the terms and obligations herein; (b) you have not, at any time, been suspended, barred, or otherwise restricted from accessing or using our Services, and no such restriction is currently in force; (c) entering into a binding agreement with us does not conflict with or violate any other contractual obligations to which you are legally bound; (d) you are not located, resident, incorporated, or otherwise established in any jurisdiction that is subject to international trade restrictions, embargoes, or other economic sanctions imposed or adopted by the European Union (“EU“), the United Nations (“UN“), or any other applicable authority; (e) you are not personally, nor acting on behalf of, or in association with, any person or entity that is subject to sanctions, restrictive measures, or prohibitions imposed by the EU, the UN, or any other competent authority; and you do not otherwise represent or act for the benefit of such sanctioned individuals or entities; (f) you are not a citizen or resident of, and your company is not incorporated or operating from, any jurisdiction in which cooperation with entities such as LegalBison is prohibited under applicable AML/ CTF, or financial crime prevention laws and regulations.
3. For individuals intending to use the Services on behalf of a legal entity, eligibility is determined by meeting these requirements: (a) your organization has been duly incorporated and operates in compliance with the applicable laws and regulations of its jurisdiction; (b) your organization conducts its business activities lawfully and is not engaged in any operations that violate applicable regulatory frameworks, including but not limited to AML/CTF, and financial crime prevention laws; (c) you possess valid legal authority to represent your organization and enter into legally binding agreements on its behalf, and are able to provide sufficient proof of such authority upon request; (d) your organization is not subject to any international sanctions, including those imposed by the EU and the UN or any other competent authority; is not directly or indirectly affiliated with any sanctioned individuals, legal entities, companies, or groups; does not act for or on behalf of, or for the benefit of, any such persons or entities; and does not otherwise represent or maintain any relationship with them in any formal or informal capacity; (e) your organization is not located in, registered in, or otherwise operating from any jurisdiction in which cooperation with LegalBison is prohibited under applicable AML/CTF laws or regulatory restrictions.
4. We reserve the right, at any time and at our sole discretion, to assess or re-assess your eligibility to receive or continue receiving the Services. This includes the right to request, without limitation, any documents, declarations, certifications, or other information we deem reasonably necessary to verify your compliance with the eligibility criteria set forth herein, particularly in light of any amendments to applicable laws, regulations, or these Terms. You agree to furnish such information promptly and without undue delay upon our request.
5. Failure to comply with such a request, or failure to meet or maintain eligibility, shall constitute a Material Breach of these Terms and may result in the immediate suspension or termination of the Services. In such event, we shall bear no liability of any kind, shall be released from any obligation to perform or complete the Services (including any ongoing or pending Services), and no refunds or reimbursements of any Fees already paid shall be due, in accordance with Section 9 (“Fees”), without prejudice to any other rights or remedies available to us under these Terms or applicable law.
OTHER POLICIES
1. In addition to these Terms, your use of the Services is governed by the following documents, which are hereby incorporated by reference and form an integral part of the contractual relationship (the “Additional Policies”):
  1. Privacy Policy – governs the collection, use, and processing of personal data. By using the Services, you acknowledge and accept its terms, including the data processing notice set out in Annex A. By using the Services, you acknowledge that you have read and understood the Privacy Policy, including the data processing notice contained in Annex A, and you expressly consent to the processing of your personal data in accordance with its terms.
  2. Sanctions Policy – sets out restrictions relating to trade sanctions, embargoes, and other regulatory measures applicable to your use of the Services.
  3. Other Policies – including any declarations, instructions, statements, or service-specific agreements provided or made available to you in connection with the Services.
2. You are required to review and comply with all Additional Policies, and to seek clarification before using the Services if anything is unclear. By using the Services, you confirm that you have reviewed and understood all Additional Policies, and you agree to be bound by their terms to the extent applicable.
3. In the event of any inconsistency between these Terms and any Additional Policies, these Terms shall prevail unless expressly stated otherwise.
SERVICES
1. Assistance with obtaining licenses, clearances, or approvals required for business operations in regulated markets; legal entity creation, liquidation, or transfer; and provision of strategic consulting services, as well as other services described on our Website or separately agreed with a Client through these Terms, Invoices and/or SOWs shall constitute our (“Services”).
2. For the purpose of providing Services, we operates under and through the following distinct legal entities, each duly incorporated and operating in accordance with the laws of their respective jurisdictions:
  1. SCPB Consultants W.L.L., a limited liability company with Commercial Registration No. 183502-1 and its registered office at Building 1722, Block 317, Diplomatic Area, Manama;
  2. Standard Corporate Partner sp. z o.o., a limited liability company registered under KRS number 0000524841, with its registered office at ul. Piękna 24/26A, 00-549 Warsaw;
  3. 3-102-950505 S.R.L, a limited liability company registered under the registry code 3-102-950505 and its registered office at San José, Escazú, San Rafael, La Paco Shopping Center, three hundred meters north, Plaza Florencia, Local diez, 10203.
3. Depending on the Client’s jurisdiction and the nature of the Services rendered, any of the above-referenced entities may act as the formal counterparty and may issue Invoices or other formal documentation related to the Services. Notwithstanding which entity performs or Invoices for the Services, these Terms shall remain legally binding, enforceable, and applicable in their entirety and without limitation.
4. In the event that, at our sole discretion, you are classified as a Client with a high-risk level pursuant to our internal client scoring and risk assessment procedures, we will enter into an additional service agreement as determined by us. In such an event, we shall have the sole discretion to prescribe the terms of the additional service agreement. It is expressly acknowledged and agreed that, should any conflicts arise between the terms delineated in the additional service agreement and those set forth in these Terms, the provisions of the said additional service agreement shall supersede and prevail over any similar or conflicting terms in these Terms.
5. We reserve the right to work on Services immediately after receiving the payment. If you fail to provide complete and full information, including but not limited to, responses to questions, completed questionnaires, or other essential details, within fourteen (14) calendar days of our Initial Request Notice, we reserve the right to proceed based on the information available to us. Before doing so, we will issue a Final Notice, providing you with seven (7) calendar days to supply the requested complete information. In lack thereof, adhering to industry best practices and standards, we will proceed with delivering our Services, upon finalization of such Services our obligations under these Terms shall be deemed duly fulfilled and discharged in full.
6. The preceding Clause shall adhere to the following procedure:
  1. In connection with the Commencement of the Services, we will send you an initial request for information (the “Initial Request Notice”) required for the provision of our Services. From the moment of this Initial Request Notice you shall have fourteen (14) calendar days to submit complete information.
  2. If after our Initial Request Notice you do not submit complete information, we will issue a final notice (the “Final Notice”), in which you will be prompted to submit complete information within seven (7) calendar days.
  3. If, after seven (7) calendar days from our dispatch of the Final notice, you still do not provide complete information, we shall be entitled to deliver the prepared deliverables based on industry standards, best practices, and our professional experience, using publicly available information and external sources.
  4. Upon your receipt of these deliverables prepared in accordance with this provision, our obligations under these Terms shall be considered fully satisfied and our Services-related to these deliverables delivered in full, while you bear the risk with respect to the deliverable being less tailored or otherwise accustomed.
  5. Notwithstanding our right to fulfill our obligations by delivering the deliverables in accordance with this provision, if other Services under the Invoice remain outstanding following such delivery this shall constitute a Material Breach of these Terms. In such a case, we shall be entitled to terminate these Terms with immediate effect as outlined in Clause 10.3., as well as rely on Clause 9.3.4.
7. We reserve the right, at our discretion and when necessary, provide you with specific milestones or objectives essential for delivering the Services. In the event that the cost of Services is based on a fixed price for the provision of a standardised package of Services and/or documents based on information and/or documentation provided by the Client, the working hours of the respective personnel are limited in dependence on the Service. If the Client wishes a more personalised Services and that each step and/or document is developed in close co-operation between you and us, we provide these Services based on the hourly rate of the respective personnel.
8. Upon completing the Services and producing deliverables, including documentation and materials developed as a result of the Services, we will hand them over to you. We will also provide a written email notification detailing the deliverables, results, and outputs. You have seven (7) Business Days from the date of issuance of the written notification to review, provide written acceptance, or raise any concerns regarding the quality or compliance of the Services. If no concerns are raised within this timeframe, full acceptance of the Services will be presumed.
9. If you identify deficiencies in the Services over the course of their provision to you and prior to their finalization, you must promptly notify us in writing within fifteen (15) Business Days of discovering such deficiencies, specifying their nature. Within the context of these Terms, “deficiency” refers to any material and actual non-compliance with the agreed-upon scope of Services. Upon receiving a deficiency notification, we will investigate and rectify the identified deficiencies within a reasonable timeframe and provide you with alternative methods or options to ensure compliance with the agreed scope.
10. The Services will be considered handed over to and accepted by you, even if the completed object resulting from the Services, including all applicable documentation and materials developed as part of the Services, has been delivered to you, and you have started using it.
11. Notwithstanding the above, the Services will be considered accepted by you if you do not accept the completed Service without reasonable grounds and do not do so within the timeframe specified in the Clause 4.8. of these Terms.
12. If our Services have been delivered, and/or there are no Services pending our delivery, and you request transfer of documents and/or materials to a new representative, or the change of a legal address for the Entity, such transfer shall be subject to an Additional Fees. Pursuant to Clause 18.9. of these Terms, our obligation to deliver documents or deliverables is strictly limited to the Service delivery period, after which we have no duty to retain or provide access to such materials.
13. Communication and progress updates between us will occur via email correspondence, with the frequency determined solely by us, during our regular working hours.
14. Notwithstanding the above-mentioned, the terms and provisions of these Terms take precedence over any verbal or written instructions provided by our staff members during the provision of Services. Such guidance, suggestions, or instructions from our staff members do not supersede or modify the conditions of these Terms.
15. We may periodically review Service prices, fees, and hourly rates at our discretion. Any adjustments resulting from these reviews will be communicated to you in advance through written notice, including the effective date of these changes, allowing you reasonable time to prepare for and adapt to the updated fee structure. If you have inquiries or need clarification regarding the Fees, hourly rates, or changes concerning them, please contact our corporate service specialists.
16. Services involving assistance with bank account opening or similar activities (as defined in the relevant Invoice) shall be performed using reasonable efforts. Our obligation shall be limited to making three (3) good faith attempts to successfully complete the Service but this does not provide a guarantee of result. Upon completion of these three attempts, our obligations shall be deemed fully discharged and the Service shall be considered delivered, regardless of the outcome. Any refund will be proportionate to the time spent and the number of attempts made by us prior to confirming the refund, relative to the total scope of the agreed Service. If three (3) good-faith attempts have been made, no refund will be granted as the Service has been delivered.
17. Services involving the creation, drafting, modification, or other preparation of legal documents (as defined in the relevant Invoice), including but not limited to contracts, agreements, and legal opinions, include a limited right of review upon delivery of the final version. This right is limited to the lesser of either, three (3) separate rounds of questions and comments, or three (3) cumulative hours of work. Any review, questions, or clarifications requested thereafter shall constitute additional services and shall be subject to a separate agreement and additional fees.
PARTIES’ RIGHTS AND OBLIGATIONS
1. We have the following obligations:
  1. Providing all Services under these Terms in a professional and competent manner, utilizing qualified personnel with the necessary expertise, and conducting ourselves fairly and reasonably towards you, your representatives, bodies, and shareholders.
  2. Making reasonable efforts to adhere to the timeframes and deadlines specified in these Terms and Additional Policies. In the event of any delays, we will promptly notify you and propose rectifying measures.
  3. Disclosing any potential conflicts of interest that may arise during the provision of Services and taking appropriate steps to manage such conflicts in your best interest.
  4. Performing the Services in full compliance with all applicable laws, statutory obligations, and regulatory frameworks. In the course of providing professional or legal advisory services, we shall act with the highest degree of professional integrity, due diligence, and in accordance with recognized industry and ethical standards applicable to the nature of the engagement.
  5. Maintaining records related to the Services offered under these Terms and making them accessible to you upon request, subject to any legal or regulatory restrictions.
  6. Maintaining open and regular communication with you, providing updates on the progress of Service provision, addressing inquiries, and promptly notifying you of any issues or concerns that may impact our engagement.
2. We have the following rights:
  1. Receiving remuneration for the Services rendered, as outlined in these Terms and Additional Policies, or as otherwise specified in these Terms.
  2. Determining the means, manner, and procedure of providing Services, with consideration for your best interests, goals, and project objectives, as well as the relevant specifications and requirements necessary for completion and finalization.
  3. Accessing your Confidential Information to the extent required for the provision of Services under these Terms. We warrant to maintain the confidentiality of such information in accordance with the terms set forth in Section 16 (“Confidentiality”) of these Terms.
3. You have the following obligations:
  1. To pay remuneration to us for the Services rendered as per the payment terms outlined in these Terms, Invoices and Additional Policies.
  2. To fully cooperate with us in the provision of Services, including timely and accurate provision of information, documents, and access to personnel, essential for us to perform our duties diligently and consistently.
  3. To adhere to all applicable laws, regulations, and industry standards relevant to the Services provided under these Terms. This includes providing accurate and complete information for legal and compliance-related Services.
  4. To maintain the confidentiality of any information we provide, marked as confidential or reasonably understood as confidential, as stipulated in Section 16 (“Confidentiality”) of these Terms.
  5. To promptly inform us of any circumstances that affect or may significantly affect the provision of the agreed-upon Services or necessitate changes to the instructions received.
  6. You have a material obligation under these Terms to: (a) notify us in writing of your intention to change the legal address for the Entity, at least thirty-one (31) Business Days prior to your intention to conduct such change, along with full information of the new designated legal address; and (b) provide all reasonable assistance and comply with all lawful instructions from us and the incumbent provider to facilitate an orderly transition.
  7. To immediately inform us of any circumstances that could lead to a conflict of interest between you and us.
  8. To refrain from impairing, endangering or damaging our professional reputation in any way.
4. You have the following rights:
  1. To receive all Services provided by us under these Terms with due care, skill, and diligence, in accordance with industry best practices.
  2. To access information and materials related to the Services we provide, including reports, recommendations, and any work product, subject to the confidentiality terms outlined in these Terms.
  3. To the confidentiality of all information disclosed to us, as per Section 16 (“Confidentiality”) of these Terms.
DATA VERIFICATION
1. In some cases, you may be required to complete the KYC/KYB before we start providing any Services to you. You will be notified of the necessity to complete the KYC/KYB by our specialists. KYC/KYB is conducted by our team to verify the backgrounds and eligibility of our Clients in accordance with the AML/CTF legislation requirements in one of the countries where we operate. We ensure that KYC/KYB is carried out for all Clients intending to purchase and use our Services, in compliance with the due diligence measures prescribed by the applicable AML/CTF laws and regulations.
2. You are required to undergo the necessary verification procedures to satisfy KYC/KYB requirements. We will assess the information you provide based on their instructions and inquiries, ensuring alignment with applicable legal requirements and policies. To ensure high-quality assessment of prospective Clients’ background information and compliance with current legal requirements, our assessments are conducted by qualified professionals who have received the necessary training and qualifications for this purpose. Depending on the complexity of your legal structure, we may be required to perform enhanced due diligence procedures as required by applicable laws and regulations.
3. We may request various pieces of information from you, including your name, date of birth, residential address, telephone number, email address, personal identification code, and other relevant information about yourself and/or your business activities. This may encompass records of your activities, proof of fund sources, business structure overviews, estimated turnovers, key suppliers, and partners, among other details. We strongly advise you to review our Privacy Policy to understand your rights as a data subject when providing us with personal information.
4. By submitting the requested information to verify your identity for KYC/KYB purposes, you acknowledge and affirm that all information provided is accurate, complete, and true. You further confirm that you have not intentionally withheld or altered information to influence the outcome of our assessment. If any information was presented falsely, inaccurately, or incompletely, you agree to rectify these deficiencies by providing additional documents and records to ensure accuracy, as well as to rectify any possible damage. You further confirm that if any information was presented falsely, inaccurately, or incompletely, the Services rendered may not be provided and/or performed and we shall not be liable for any non-performance nor costs in such circumstances. You also acknowledge that if you fail to complete the KYC/KYB process or delay you will bear all associated risks, costs, non-refundable fees as well as any other costs incurred due to the delay or impossibility caused by your failure to complete the KYC/KYB process in a timely manner. In the event of any changes in circumstances that affect the accuracy and completeness of the submitted information, you undertake to promptly inform us of these changes and provide updated information accordingly.
5. Please be informed that completing and cooperating with the KYC/KYB process, including but not limited to PEP or UBO declarations, or any other required clearance verifications, constitutes a material obligation under these Terms. Any failure to comply, whether by act or omission, shall be deemed a Material Breach of these Terms as outlined in Clause 10.3.
6. We reserve the right to share any information submitted to us with competent authorities based on the AML/CTF laws and regulations and other relevant legal requirements if we have reasonable grounds to suspect that the submitted information is associated with fraud, money laundering, terrorism financing, or other financial crimes. If we are unable to conclusively determine a Client’s affiliation with any of the aforementioned activities, we may disclose such information to competent authorities for their assessment.
7. We are under no obligation to verify the accuracy, completeness, or reliability of any information or documentation provided by you or on your behalf, whether directly or through Third Party advisors. You remain solely responsible for the correctness and adequacy of all such information. Our obligations under these Terms are strictly limited to the execution of specific instructions provided by you or your authorised representatives. We shall not be liable for any consequences arising from the execution of inaccurate or incomplete instructions or assumptions made in good faith based on the information provided. For the avoidance of doubt, any professional advisors or agents recommended by us but ultimately engaged by you shall be deemed to act solely on your behalf.
LEGAL AND TAX ADVICE DISCLAIMER
1. We employ a team of specialists and advisors who are proficient in various aspects of our Services. These professionals may offer guidance and suggestions on achieving specific outcomes of your business objective and provide opinion and advice on the manner and means in which the objective may be best achieved. However, you must acknowledge and understand that this information is not equivalent to legal or tax advice, nor should it be perceived as such.
2. You acknowledge that any information, guidance, or advice provided by our non-legally qualified personnel or personnel qualified to facilitate tax advice, tax planning and tax compliance, such as corporate service specialists or customer support specialists, should not be construed as legal or tax advice or equivalent. For specific inquiries or questions pertaining to legal and tax matters, we may provide a Memorandum at our discretion to address your written questions. This Memorandum is not to be misconstrued as legal or tax advice and will not replace legal consultation with one of our qualified legal or tax advisory professionals for comprehensive legal or tax advice when needed.
3. We strongly recommend that you do not rely solely on information provided by our corporate service specialists, customer support specialists, advisors, or non-legal and non-tax advisory personnel when making decisions that have legal implications. If you require legal or tax advice on any matter, you must explicitly request a consultation with one of our qualified professionals. Legal or tax advice provided during such consultations will be based on the individual circumstances and principles relevant to your specific situation.
4. By accepting these Terms, you acknowledge and agree to the distinction between general information or guidance provided by our corporate service department personnel and legal or tax advice, which can only be provided by our competent professionals upon your explicit request.
DISCLAIMER REGARDING OUR STATUS AS A SERVICE PROVIDER
1. We specialize in providing Services and support related to compliance with regulations governing a wide range of businesses, including but not limited to Virtual Asset Service Providers (VASPs), financial institutions, Electronic Money Institutions (EMIs), Payment Institutions (PIs), Payment Service Providers (PSPs), Information Technology (IT) companies, Human Resources (HR) agencies, law firms, and other entities requiring legal compliance. While we offer comprehensive assistance to our Clients operating in diverse sectors, it is imperative to recognize our role and limitations.
2. We explicitly state that we do not engage in any financial activities, including but not limited to the management, transfer, or exchange of virtual assets, traditional currencies, or any other form of financial instruments. Our Services are specifically designed to facilitate and streamline the legal compliance processes required for various businesses, as defined by applicable regulations.
3. Thus, it is important to note that businesses, including but not limited to VASPs, financial institutions, EMIs, PIs, PSPs, IT companies, HR agencies, law firms, and others, that utilize our Services are independent entities responsible for their own business practices and operations. We do not have control over or influence their day-to-day activities, financial transactions, legal advice, consultations or decision-making processes. We do not engage in financial transactions, hold Client funds, or provide financial services of any kind. We are solely focused on delivering legal compliance, assistance and consultancy services and guidance. Our role is to assist our Clients in understanding and complying with relevant regulations, which includes obtaining necessary licenses, implementing compliance procedures, and staying informed about regulatory changes.
4. Consequently, we shall not be held liable for the actions, omissions, or business practices of any businesses that use our Services. Any disputes or issues arising from their operations should be directed to them directly.
5. By engaging our Services, you acknowledge and agree to this disclaimer. While we are committed to supporting your compliance efforts, we emphasize that our involvement is strictly limited to the legal compliance aspect, and we are not responsible for the financial activities or professional practices of any businesses, regardless of their nature or industry. Individuals and entities seeking to engage with services provided by businesses must conduct due diligence, exercise caution, and seek legal or professional advice as necessary when engaging with such entities, whether they are our Clients or not.
FEES
1. The Fees associated with our Services are variable and contingent upon the specific nature of the Services required by each Client. These Fees are subject to determination based on a range of factors, considerations, and variables including but not limited to the scope and complexity of the Services requested, the jurisdiction in which the Services are sought, the extent of legal research, analysis, and compliance requirements, the specific regulatory environment applicable to the project as well as any additional Services or customized solutions required. As such, the exact Fee structure may vary between Clients and their unique business objectives.
2. You shall pay us remuneration for the provision of the Services (the “Fee”) in accordance with the terms of these Terms and any Additional Policies herein.
3. The following points shall be without prejudice to any other terms, contractual penalties, compensations based on general liability principles, cost deductions, or claims for damages:
  1. We reserve the right, irrespective of the outcome or effectiveness of our Services, to withhold and retain up-to twenty-five percent (25%) of the total contract price regardless of its cause or the stage of the Service performance (the “25% Retained Fee”).
  2. This 25% Retained Fee is non-refundable, non-deductible and shall constitute reasonable and equitable compensation for losses and costs reasonably incurred by us in connection with pre-contractual activities intended to compensate for the time and costs incurred in connection with pre-contractual activities, including, but not limited to, negotiations, consultations, and preparatory work necessary to deliver the Services, regardless of whether the Services have commenced or been fully rendered.
  3. For the avoidance of doubt, the Client expressly acknowledges that cancellation or withdrawal prior to the payment of the Invoice for the Services shall not entitle the Client to a full refund, as the Services include substantial preparatory, strategic, and consultative elements initiated immediately after payment of the Invoice. These activities incur internal costs and require reservation of time, personnel, and tools. The 25% Retained Fee reflects, inter alia, the costs associated with: (i) pre-contractual negotiations and consultations; (ii) internal strategic, legal, or technical preparation; (iii) acquisition of subject-matter-specific knowledge; (iv) deployment or reservation of software, tools, or licensed environments; and (v) organizational and human resource allocation required to ensure availability and capacity for the Client’s matter. Furthermore, this 25% Retained Fee accounts for the opportunity cost incurred by us in blocking internal availability and declining or postponing other engagements during the period reserved for the Client. The Client expressly acknowledges and accepts that the foregoing constitutes a genuine pre-estimate of loss and shall not be construed as a penalty, deposit, or advance payment.
  4. In the event of a Material Breach of these Terms, or malicious conduct, we reserve the right to withhold and retain up-to fifty percent (50) % of the total contract price under these Terms as liquidated damages and reasonable compensation. Such compensation is intended to cover costs and losses directly or indirectly resulting from the breach, including, without limitation, pre-contractual expenses, costs associated with the preparation and performance of these Terms, expenses related to the operation and maintenance of systems, infrastructure, and facilities, acquisition and application of know-how, and any other costs that would not have been incurred but for the breach or misconduct.
  5. In the event of your breach of the obligation under Clause 5.3.6., we shall be entitled to impose a contractual penalty of a fixed-fee of two thousand (2,000) EUR. This contractual penalty is without prejudice to our right to seek specific performance, claim damages for any additional losses suffered, or pursue any other remedy available at law or in equity.
  6. All Fees for Services related to Anjouan including incorporation of Entities, annual renewals, acquisition of licenses, legal address, third provider services, and associated charges (“Anjouan-related Services”) – are strictly non-refundable upon payment of the Invoice. This applies irrespective of: (a) early service termination; (b) changes in Client circumstances; or (c) service non-completion. We will expressly disclose this non-refundability before commencing Anjouan-related Services. These Anjouan-related Services are strictly non-refundable and one hundred percent (100%) non-deductible, irrespective of outcome or completion status. In consideration of this non-refundable nature, we are entitled to withhold and retain one hundred percent (100%) of the total contract price as reasonable compensation upon termination. For the avoidance of doubt, we shall not be required to provide refunds or credit for any premature termination of Anjouan-related Services.
  7. Each time you intend to change the legal address for the Entity, we shall be entitled to issue an Invoice formalizing a non-refundable fee of two thousand (2,000) EUR prior to our initiation of any transfer process. You shall be obligated to pay the Invoice within the time and terms specified therein.This fee constitutes a mutually pre-agreed fee made by the Parties, pursuant to Art. 353¹ of Civil Code of 23 April 1964 (Journal of Laws 1964 No. 16, item 93) or its equivalent at the time of application, (“Polish Civil Code”) who stipulate it as reasonable and equitable compensation for costs incurred by us due to the change of legal address, including but not limited to applicable release fees, administrative processing costs, internal resource allocation, knowledge transfer coordination, and managing the inherent complexity of transitioning legal address providers. Enforcement of this Clause and any claims arising therefrom may be initiated through electronic payment order procedures or equivalent electronic judicial processes available in the Republic of Poland.
  8. In cases where the scope of work of the Services extends or changes beyond the initially agreed-upon Services, necessitates additional specialist engagement, or including in cases where you request the fundamental changes in the scope of Services originally agreed upon, such work shall be subject to separate charges (“Additional Fees”). Any such Additional Fees may be invoiced or otherwise debited in the following manner:
    - arrears on a time-basis, calculated based on each hour or pro rata hour, utilizing the agreed rate. The applicable rate will vary depending on the seniority, expertise, and experience of the specialist engaged in delivering the Services. Time will be recorded in units of five (5) minutes, equivalent to twelve (12) units per hour, and/or;
    - fixed lump-sum fee, calculated on the basis of the type, complexity and manner of fulfillment of the specific work.
4. Before incurring any Additional Fees beyond the agreed Fees, we will seek prior written approval from you to ensure that you are fully informed and have the opportunity to authorize or contest any Additional Fees associated with the Services. Charges for additional Services, time-based charges, and incurred expenses will be disbursed in accordance with the payment terms outlined in these Terms and any Additional Policies.
5. Beyond the agreed Fees and Additional Fees, you shall be responsible for covering all incurred fees, out-of-pocket expenses, and any other costs reasonably and properly expended in the process of delivering the Services. These expenses may include, but are not limited to regulatory fees, corporate registration fees, revenue-related charges, expenses associated with governmental authorities, translation of documents, notarization, apostille, and other expenses. Any additional charges or incurred expenses will be outlined clearly in the Invoices and, if applicable, Additional Policies provided to you. The breakdown will include a detailed account of the Services rendered, time spent, and all related expenses, facilitating a comprehensive understanding of the costs associated with the engagement.
6. All Invoices generated by us must be settled in full within five (5) calendar days from the date of issuance of the respective Invoice. In the event of late payment exceeding the specified five-day period, we may charge interest on the outstanding amount. Statutory interest shall apply as per applicable law. Additionally, we retain the right to recover all costs reasonably incurred in the process of recovering unpaid amounts.
7. Invoices will be sent to you in electronic form and without a physical signature. We may outsource distribution of Invoices to Third Party professional service providers safeguarding proper maintenance of professional secrecy of information entrusted to us by you.
8. We shall be under no obligation to take any steps to perform obligations related to the provision of Services until full payment of all outstanding Invoices is received. This includes but is not limited to any work, actions, or tasks that are part of the agreed-upon scope of Services.
9. Unless expressly stated otherwise, all charges specified in the Invoices do not encompass any applicable taxes associated with the supply of goods and services, including but not limited to Goods and Services Tax (GST), Value Added Tax (VAT), or any other relevant taxes. You shall be responsible for remitting any such taxes to the appropriate tax authorities in accordance with the prevailing regulations.
10. In the event that any amounts due to us remain unpaid for a period exceeding thirty (30) calendar days from the date of the Invoice, we may suspend or cease the provision of Services to you. Prior to taking such action, we will issue a written notice to you outlining the intention to suspend or cease Services due to non-payment. This notification will include a reasonable grace period during which the outstanding payment can be settled to avoid any disruption to the Services.
11. Payments should be made in the currency indicated on the issued Invoice. If you intend to make payment in a different currency, you shall submit an advance notice indicating an intention to execute payment in another currency. We will assess the acceptability of the alternative currency and provide a revised Invoice, if necessary, adjusted to account for any applicable exchange rates. Settlement of Invoices in cash is not accepted. Upon our acceptance of cryptocurrencies as a payment method, an off-ramping fee will be indicated on the Invoice, as this fee is expended to facilitate the crypto-to-fiat exchange at the time of your transaction, it constitutes a non-recoverable operational cost. In any considerations, discussions, or calculations pertaining to potential refunds, the off-ramping fee shall be omitted and not form part of the calculation.
12. All Clients are responsible for verifying payment instructions, including bank account details, recipient’s name and other payment details provided in the Invoice, before authorizing any payment. You warrant and understand that any payment, if directed to an incorrect payment account, or wallet address in the case of cryptocurrencies, may be non-recoverable, and we shall not be held liable for errors made by you in transferring funds.
13. If, as a result of any action or omission by the Client, our accounting department is required to issue additional Invoices, re-issue or re-arrange existing Invoices, or undertake any other actions necessary to comply with regulatory accounting standards or bookkeeping practices, all associated costs shall be borne by the Client. We reserve the right to charge a reasonable administrative fee to cover these additional efforts, which shall not be less than two hundred (200,00) EUR per instance. This fee is intended to cover operational expenses including, but not limited to, staff time, software usage, and administrative decision-making or confirmations necessitated by the Client’s conduct. This provision applies to both fiat and cryptocurrency transactions.
14. Our accounting department shall confirm the reception of payments executed by you in a timely manner during regular working hours prior to the Commencement of the Services. In cases where you voluntarily provide a confirmation receipt of payment, such confirmation may be accepted as acknowledgment of payment received, and we may proceed with the provision of Services accordingly.
15. If the Client purchases Services for the acquisition of a CASP license under MiCAR, the payment shall be structured in phases as detailed in the applicable SOW or Invoice. The Client’s obligation to pay the Final Phase, or other indicated final payment phase, shall become due upon the occurrence of any of the following events (each a “Conclusion Event”): (i) the Competent Authority issues its final decision on the application; (ii) the Client discontinues the application process, attempts to terminate, or terminates these Terms at any time after the Pre-Final Phase, or other phase preceding an indicated final payment phase, is initiated. For the avoidance of doubt, the Client’s failure to respond to a substantive inquiry related to the application for a period of fourteen (14) calendar days shall be deemed a discontinuation of the application process; (iii) the Competent Authority fails to issue a definitive decision within twenty-five (25) calendar days following the expiry of the statutory deadline for rendering such a decision; or (iv) the application process is otherwise definitively concluded or cannot be continued due to any cause not solely attributable to us, including a fundamental change of circumstances, regulatory rejection, or changes in government or legislation.
16. For any other Service where payment is structured in installments as defined in an applicable SOW or Invoice, the Final Phase shall become due upon the occurrence of a Conclusion Event as defined in Clause 9.15, which shall apply correspondingly. For the purpose of this Clause 9.16 only, the term “Competent Authority” as used in the definition of Conclusion Event shall be interpreted as referring to the relevant competent authority, body, or other relevant decision-making entity for the Service in question. This Clause shall not prejudice our right to claim any other outstanding amounts due.
TERMINATION
1. Each Party may terminate these Terms at any time, for any reason, during the first two (2) calendar years of the duration of these Terms, by delivering to the other Party a written notice of termination with a notice period of no less than thirty (30) Business Days. Such notice shall be provided in writing and shall be deemed effective upon confirmed receipt by the other Party. The Parties expressly agree that termination under this provision operates ex nunc and not ex tunc, preserving all rights and obligations accrued prior to the effective termination date. Any termination not made in accordance with the foregoing shall be considered null and void, unless expressly agreed otherwise in writing by both Parties.
2. We reserve the right to terminate these Terms with immediate effect upon providing written notice to you in the event that any of the following circumstances occur:
  1. Any license, permit, or other authorization required for the lawful operation of your business is revoked, suspended, not renewed, or otherwise ceases to be in full force and effect, or you fail to comply with applicable regulatory requirements in a manner that impairs or reasonably threatens to impair our ability to deliver the Services;
  2. You, any affiliated entity, partner, beneficial owner or other relevant co-owners become the subject of criminal charges, formal investigation, or proceedings; or are subject to sanctions, embargoes, asset freezes, or any other restrictive measures which materially affect our ability to perform our obligations under these Terms;
  3. There is a significant change in your ownership or control structure, including but not limited to a merger, acquisition, restructuring, or dissolution of a legal entity holding equity, or the death or incapacity of a key shareholder, which may materially impact the relationship governed by these Terms;
  4. You fail to pay any undisputed amount due to us under an Invoice for a period of thirty (30) calendar days following its due date, or you have other outstanding debts to us that remain unpaid for more than sixty (60) calendar days in aggregate.
3. Without prejudice to Clause 10.2., the following events shall entitle us to terminate these Terms with immediate effect upon providing written notice, and shall in addition constitute (“Material Breach”) and entitle us to withhold and retain a portion of the funds based on the contractual remedy as set forth in Clause 9.3.4.:
  1. You have provided false, misleading, incomplete, or otherwise inaccurate information that (i) materially influenced our decision to enter into these Terms, or (ii) adversely affects the performance or continued provision of our Services;
  2. You engage in, or we have reasonable grounds to suspect you are engaging in, any unlawful, unethical, or fraudulent use of the Services, or conduct that could reasonably be expected to damage our reputation or business interests;
  3. You fail to provide required documentation, questionnaires, or information within seven (7) calendar days following our Final Notice, as referenced in Clause 4.6. of these Terms;
  4. You fail to successfully complete, or are non-compliant with KYC/KYB or processes as outlined in Clause 2.4. or/and Clause 6.5. of these Terms, in any other applicable terms or arrangements between the Parties, or as required by applicable law or regulation;
  5. You breach any non-solicitation obligation set forth in Section 13 (“Non-Solicitation”) of these Terms or any related arrangement between the Parties;
  6. You breach any confidentiality obligations as set forth in Section 17 (“Confidentiality”) of these Terms or any applicable confidentiality undertaking entered into by the Parties.
4. Any refunds arising from the termination of these Terms shall be issued exclusively to the same account or wallet used for the original payment of the Invoice(s). For payments made via cryptocurrency, refunds shall be processed to the same wallet address used for the original transaction, which must be a cold wallet. If a refund to the original account or wallet is not possible, whether due to inaccessibility, loss, or other technical or legal constraints, we reserve the right to withhold the refund until you have successfully completed any enhanced clearance procedures required under applicable law. You shall be obligated to cooperate fully in completing such procedures. We shall not be liable for any delays, risks, or costs associated with these procedures, and to the fullest extent permitted by law, you waive any related claims or liabilities and confirm that you have been duly informed of this process.
5. Any refund request initiated with us requires the involvement of several departments and the validation of service providers, Third Parties, systems, software, and documents delivered or pending delivery. Likewise, we assess the means and method for discontinuing Services. This process may involve complex corporate structures and the involvement of Third Parties, external expert providers, governmental or supranational authorities and others. For this reason, and to ensure continuity of our day-to-day operations, we hereby disclaim and outline that any refund request initiated with us will be processed within thirty (30) to sixty (60) calendar days from the time a finalized, clear, and documented refund request is submitted.
6. We reserve the right to, without prejudice to contractual penalties or liquidated damages contained herein, deduct all reasonable costs and expenses incurred in the performance of the Services up to the point of termination of these Terms.
LIABILITY
1. All events of our indemnification, warranty, limitations of losses and limitations of liability are hereby excluded as per the applicable law to the fullest permitted extent, if not specified otherwise herein. Neither these Terms, nor other agreement shall by any means exclude or limit liability which may not be limited or excluded under relevant law.
2. Under no circumstances and in no event shall we, our Affiliates, service providers, officers, directors, shareholders, members, attorneys, agents, employees, representatives, and any other affiliated parties be liable in any manner, whether in contract, tort, negligence, strict liability, or otherwise, for any consequential, indirect, incidental, special, exemplary, punitive or similar damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, including (without limitation), if and to the extent that they might otherwise not be included in the foregoing, unforeseen financial losses, loss of opportunity, loss of capital, or business interruption, whether or not foreseeable, including in cases where you have been previously notified of the possibility of such damages arising, in connection with these Terms or any other agreement, as well as your use or attempted use of our Website, Services, information, materials, views, opinions, projections, or estimates, except to the extent required by law, arising out of or in connection with and resulting from, without limitation: (a) your access and/or use or inability to access and/or use the Services, information, materials, views, opinions, projections, or estimates provided by us; (b) your acceptance of these Terms and/or entry into any other agreement with us; (c) your inability to be approved for and be issued any activity licenses; (d) any inaccuracy in the information provided by us to you; (e) any failure to provide a product or service which you can utilize through our Services; (f) any execution or settlement of any transaction; (g) any delay or failure to carry out its obligations under these Terms arising from any difficulties or delays experienced in obtaining any authorizations required to provide the Services; (h) any difficulties or delays in the development of the corresponding technology or obtainment of materials and resources required to the launch and provision of the Services; (i) any force majeure event, or any cause beyond the our reasonable control, and any other matter relating to any performance or non-performance of any LegalBison product or Service.
3. This limitation of liability also encompasses the following: (a) damages, interruptions, and errors caused by computer viruses, malicious software, spyware, scamware, Trojan horses, worms, or any other malicious software or malware that may affect the operational state of your hardware and software and their security; (b) any phishing, spoofing, domain typosquatting, any cryptocurrency network forks, replay attacks, double-spend attacks, sybil attacks, fifty one percent (51%) attacks, mining difficulties, failure or malfunction of any communication, electronic and mechanical equipment, telephone, or other interconnection devices, changes in cryptography or consensus rules, branching of cybersecurity, hacking, and other relevant events, including force majeure events; (c) delays, disruptions, failures, disconnections, or malfunctions related to the processing of transactions or provision of Services; (d) unknown vulnerabilities or unanticipated changes to any network; (e) server failures and loss and incorrect processing of data, including the events of incomplete processing, or the combination thereof; (f) erroneous or incorrectly compiled and/or initiated transactions, including the the event of errors and mistypes; (g) any actions or inaction undertaken by us in relation to your instructions or communication; (h) errors or any kinds, including, without limitation, typographical, printing, and human errors; (i) destruction, theft, loss, or unauthorized access to any content displayed on our Website and through our Services; or (j) any other matter related to the Services, Website, or any other aspect of the foregoing. We have no control and shall have no obligation to take any action regarding any of the foregoing, including any Third Party content provided to you through our Services, in which case any terms, conditions, representations, warranties, and liabilities in relation to any such content shall be governed by the applicable agreements between you and any such Third Party.
4. Additionally, we shall not be liable for any damages arising from amendments, including of these Terms, introductions, enforcement, repeal, or alteration of legislation, regulations, policies, and laws in force at any given time or date.
5. We shall not be liable for any damage, loss, or expense incurred by you as a result of your use of any advice or documents provided by us for any purpose other than that for which they were originally prepared and intended.
6. LegalBison shall not assume any liability for the acts, omissions, or services provided by other firms or external service providers and professionals, irrespective of whether such professionals were engaged at the behest of LegalBison or at your request, provided that you have been duly informed of the engagement of such professionals. You acknowledge and agree that we may engage such external professionals pursuant to separate agreements at our sole discretion, and that these professionals are not bound by these Terms.
7. In the event that you incur fines, penalties, or liabilities resulting from acts or omissions attributable to our gross negligence, we shall be held liable to indemnify the Client for such losses. If it is determined that we engaged in willful misconduct or willful non-compliance with applicable laws, or acted contrary to your best interests, and such willful misconduct resulted in fines, penalties, or liabilities incurred by you, we shall be held liable for any resulting consequences, including financial losses incurred by the Client. We agree to indemnify and hold you harmless from any fines, penalties, legal costs, or damages incurred by you as a direct result of our gross negligence or willful misconduct. Notwithstanding the aforementioned, we shall not be liable for any damages or losses arising from acts of regular negligence or misconduct, whether by its employees, agents, or representatives.
8. Your compliance with applicable laws, regulations, licensing requirements and other relevant legislation, including but not limited to laws on AML/CTF, shall be your sole responsibility. We shall not be liable in any manner or form for the breach of applicable laws and regulations arising from your use of the Services, nor shall be held liable for any damages and consequences of the said breaches.
9. You acknowledge that timelines, milestones, and deadlines communicated in these Terms and any Additional Policies, including but not limited to those mentioned in commercial proposals or conveyed in email communications, are provided solely as approximate indications of the expected project or service completion schedule. You recognize that various factors, including but not limited to government authorities’ processes, actions of partners, and the pace at which you prepare and submit required documents, may impact the initially communicated timelines. In respect of the foregoing, we shall not be liable for any consequences arising from failure to meet any timelines, milestones, or deadlines, or failure to provide the Services, whether in part or in full, within any proposed timeline. This limitation of liability shall extend to any event in which we are unable to start or continue the provision of Services due to circumstances beyond our control.
10. It is expressly agreed that timelines, milestones and deadlines referred to in this Section shall not be binding obligations on us. To the fullest extent permitted by applicable law, we hereby disclaim any liability for delays in project execution or Service delivery, including delays related to the timelines initially communicated, including any losses, costs, or damages arising from such delays. The inclusion of this provision does not waive any other obligations, rights, or remedies under these Terms, and all other terms and conditions of these Terms remain in full force and effect.
11. In consideration of Section 8 (“Legal and Tax Advice Disclaimer”) of these Terms, you acknowledge and expressly agree that, despite the explicit disclaimer and clarification provided in these Terms regarding the nature of Memorandums, any perception or misinterpretation of Memorandums as legal and/or tax advice or opinions is at your own risk. We shall not be liable for any consequences or actions taken by you based on a misinterpretation or misunderstanding of Memorandums as legal and/or tax advice.
12. This disclaimer of liability supersedes any other section, provision, or statement in these Terms.
INDEMNITY
1. To the fullest extent permitted by applicable law, you hereby undertake to indemnify and hold us, along with any of our partners, Affiliates, service providers, officers, directors, employees, representatives, and other affiliated parties or individuals (“Indemnified Party”) and each of their respective past, present, and future predecessors in interest, successors in interest, successors, predecessors, parent companies, subsidiaries, affiliates, employees, agents, representatives, insurers, heirs, devisees, executors, administrators, fiduciaries, trustees, conservators, officers, directors, members, managers, shareholders, attorneys, advisors, and assigns harmless from any and all past, present, or future claims, actions, causes of action, class actions, costs, demands, obligations, expenses, injuries, judgments, losses, suits, damages, fees, interest, expenses, compensation, class actions, or causes of action for declaratory or injunctive relief, restitution, compensatory, general, special, statutory, or punitive damages of any kind or nature whatsoever, whether known or unknown, foreseen or unforeseen, liquidated or unliquidated, anticipated or unanticipated, suspected or unsuspected, past, present, or future, indirect, contingent or absolute, whether individual, collective, or representative, and whether based on tort, contract, or other theories of recovery, including, without limitation, reasonable attorneys’ fees and other costs of defense arising from the use of the Services by you or any Third Party.
2. You hereby undertake to indemnify and hold us, along with any Indemnified Party, harmless from and against any and all claims, liabilities, damages, losses, or expenses, including reasonable attorneys’ fees and costs, arising out of or in any way connected with any claim asserted by a Third Party against us, to the extent that such claim arises from our acceptance of liability towards such Third Party in relation to the services provided to you under these Terms. As such, our liability under these Terms shall be strictly limited to the individual or entity that has accepted these Terms and thus has become a party to the agreement between this individual or entity, on the first part, and LegalBison, on the second part. We shall have no liability whatsoever for any damage, loss, or expense incurred by any Third Party.
3. You agree to indemnify, defend, and hold us harmless from and against any and all costs, expenses (including reasonable legal fees), fines, penalties, losses, or damages incurred by us, directly or indirectly, arising from or related to: (a) the maintenance of the Entity; (b) any change of registered agent, legal address, or other service provider; (c) regulatory fees or governmental charges associated with the Entity; or (d) any other corporate administration, compliance, or incorporation fees or actions pertaining to the Entity, to the fullest extent permitted by applicable law.
4. In addition to the foregoing, where the Services involve a VARA license or any engagement with the Dubai World Trade Centre (DWTC) or its affiliated entities (as defined in the relevant Invoice), you agree to indemnify and hold us harmless, to the maximum extent permitted by law, against any and all costs, claims, penalties, charges, liabilities, and expenses incurred by us arising out of or in connection with: (i) your acts or omissions in relation to the use of such Services; or (ii) any acts or omissions of your affiliated entities in connection with the same.
NON-SOLICITATION
1. During the validity of these Terms and for a period of three (3) years following its termination or expiration, you agree not to directly or indirectly solicit, recruit, or hire, or attempt to solicit, recruit, or hire, any employee or contractor working for us, whether full-time or part-time, without our explicit written consent. Thus, the following acts committed by you shall be prohibited:
  1. solicitation for direct or indirect employment or the performance of services on the basis of a contract of employment or other type of contract under the applicable law, such as, inter alia, a contract for services and a contract for performance of work;
  2. direct or indirect recruitment by you of any employee or employee working for us or of a company in the same group as the employing company, or persuading the above persons to leave us or to start working for you or a Third Party or to provide services in any other form to you or a Third Party; and
  3. your direct or indirect contact with any employee or contractor (i.e. a person working for us on the basis of a contract of employment or other type of contract under the applicable law, such as, inter alia, a contract for services and a contract for performance of work) of us or a company belonging to the same group as us, for any purpose, rather than purposes directly related to the employee’s or contractor’s assistance and participation in the provision of Services envisaged in our agreements with you, including these Terms.
2. In case of breach of the conditions provided in this Section, you shall be liable for the breach and shall be obliged to pay the contractual penalty in the amount up to the Fee set forth in the Invoices issued to you and all the applicable agreements with you, including these Terms and Additional Policies, as well as compensation for damages and unrealized profits, which in any event shall not be less than one hundred thousand (100,000) EUR. You shall pay the penalties within ten (10) calendar days from the date we make the demand for the payment of the contractual penalty. You agree and acknowledge that the payment of contractual penalty and damages does not release or relieve you from the non-solicitation obligations under this Section.
3. The Parties agree and acknowledge that the contractual penalty specified above is an adequate, proportionate and reasonable measure for the breach of these Terms and therefore any claim for a reduction in the amount of the penalty shall be considered unfounded.
COMPLAINTS AND DISPUTE RESOLUTION
1. Disputes arising out of or in connection with these Terms and any applicable Additional Policies shall be resolved by the Parties through negotiations. If the Parties are unable to resolve the dispute through negotiations, either Party may submit the matter to the courts for resolution, in accordance with the substantive laws of the Republic of Poland, excluding its private international law provisions.
2. The Parties set out the exclusive jurisdiction and venue of Polish courts. The Parties agree not to initiate any legal action or proceedings in any other jurisdiction and before any other court. The Parties agree that any proceedings shall take place in English, alternatively, in Polish.
3. The Parties further agree the competent court for resolving any disputes arising out of or in connection with these Terms shall be the court having jurisdiction over the Śródmieście district of the capital city of Warsaw (Sąd właściwy dla m.st. Warszawy, Warszawa-Śródmieście).
FORCE MAJEURE
1. The Parties shall be released from the performance of the obligations arising from and related to these Terms in part or in full, if this is prevented by force majeure, the Parties being obliged to take all measures to prevent damage to the other Party and ensure the performance of these Terms as much as possible. The existence of force majeure must be proved by the Party that wishes to refer to the said circumstances as a basis for releasing the liability arising from law and/or provided for in these Terms for non-performance or improper performance of the obligations laid down in these Terms. The following circumstances shall be deemed force majeure within the meaning of these Terms: earthquake, flood, fire, strike, government regulations or orders of state bodies; economic blockades and embargoes; risk of international, supranational and national sanctions and the inclusion of any person in the corresponding sanction list, either Party’s incarceration, imprisonment or arrest, or other circumstances beyond the control of the Party, which make it impossible to perform the obligations arising from these Terms and any applicable Additional Policies.
2. Circumstances of force majeure must be reported immediately in writing to the other Party.
3. In the event of force majeure, the Parties agree to change the terms of provision of the Services by the period of occurrence of the specified circumstances. In the event of force majeure lasting more than two (2) calendar months, the Parties have the right to withdraw from or cancel these Terms.
4. If either Party becomes subject to international, supranational or national financial and other sanctions, whether directly or indirectly, regardless of their legally binding effect on the other Party, the other Party has the right to terminate these Terms unilaterally without giving a prior notice of termination. All and any transactions and relationships concluded or executed with the Party subject to the aforementioned sanctions, whether directly or indirectly, shall be terminated immediately.
CONFIDENTIALITY
1. The Parties agree to keep each other’s business secrets confidential and to do everything in their power to prevent the disclosure of business secrets. (“Confidential Information”) shall mean:
  1. all documents, materials, corporate data, and any other information (pertaining to individuals, entities, facts, events, incidents, and procedures, regardless of their format) provided by either Party to the other Party, including information exchanged during negotiations and discussions concerning the execution of an instruction;
  2. all information, whether in oral, written, electronic, or any other form, about either Party’s economic situation, strategic skills, administration of the Board, clients or customers, the pricing strategy, processes, techniques, formulas, or methodologies, plans, tactics, and strategies for marketing, advertising, and selling products or Services, information related to patents, trademarks, copyrights, and other intellectual property assets, as well as software code, algorithms, and technical documentation etc., which is not publicly available or readily accessible through legitimate means;
  3. other information not explicitly set forth as confidential in these Terms but which either Party may come across over the course of engagement envisaged by these Terms and any other Additional Policies and that may have an adverse effect on either Party’s business, reputation, and conduct.
2. The Disclosing Party may disclose a business secret only with the prior written permission of the other Party. In case of doubt, the representative of the Disclosing Party shall consult their legal advisers or the representatives of the other Party to determine the legality and reasonableness of the business secret disclosure to a Third Party’s request.
3. The Parties acknowledge that they may come into the possession of information belonging to Third Parties which is considered business secret by the Third Parties and which either Party has undertaken to keep confidential. The Parties agree to comply with all such obligations and restrictions and to do everything in their power to perform the obligations arising from such agreements.
INTELLECTUAL PROPERTY
1. All intellectual property rights pertaining to materials and content presented by us are governed by and protected under applicable intellectual property regulations. Materials and content protected by intellectual property rights cannot and will not be licensed to any Third Party unless explicitly stated otherwise. Such materials and content, subject to intellectual property rights, may only be used in a personal, lawful, and non-commercial manner and solely in connection with our provision of the Services. You acknowledge and agree that any use of our materials and content in any other manner constitutes an infringement of intellectual property rights and may give us grounds to initiate appropriate legal action.
2. Our use of certain materials, information, or data provided by you shall be solely for the purpose of fulfilling the assignment, providing the Services, and achieving the desired project outcome, unless otherwise agreed upon between the Parties. Such use shall not be construed as infringing upon any intellectual property rights belonging to you or any Third Party.
3. Any and all work products, including, but not limited to, documents, reports, software, designs, inventions, and other materials created by us during the course of providing Services to you, either individually or collaboratively, shall be considered our exclusive property, unless explicitly stated otherwise. We hereby grant you a non-exclusive license to use such materials solely for the purposes of fulfilling obligations under these Terms. You may, at your sole discretion, use, modify, license, or assign the work product created by us for any lawful purpose without further consent from us. You acknowledge that your obligations under this Section shall remain in effect up to two (2) years after the termination of these Terms.
4. You shall retain ownership of any pre-existing intellectual property and data provided to us for the purpose of performing Services under these Terms, unless otherwise specified.
ELECTRONIC COMMUNICATION
1. By accepting these Terms, you agree to conduct communication and exchange information with us electronically. You agree that electronic communication methods shall be deemed as acceptable and valid means of communication between you and us. Electronic communication may include, but is not limited to, email correspondence, electronic messaging, and any secure communication channels designated by either Party.
2. You acknowledge and accept the inherent risks associated with electronic communication methods, including but not limited to the potential for any messages or notifications to be delayed, lost, or destroyed, unintentionally altered, stolen, or disclosed to or accessed by unauthorized third parties. We shall not be liable for any damages or losses arising from such risks.
3. Any instructions, updates, or information shared via messaging platforms such as Telegram, WhatsApp, or other messengers are purely informative and non-binding in nature. These communications are intended solely for your reference and acknowledgement. For the purposes of maintaining accuracy, security, and the validity of instructions, all instructions deemed binding and accurate for your consideration and further action will be communicated to you through our official company email addresses only, which shall bear the @legalbison.com suffix. Instructions transmitted via any other medium, including, without limitation, social media channels and messengers, shall be regarded as non-binding and solely for informational purposes.
4. All electronic communications exchanged between the Parties, whether initiated by you or us, shall be considered as written records and shall have the same legal effect as communication in physical written form. Both Parties agree to maintain electronic records of all such communications for their respective records and reference.
5. Any documents or notices sent by traditional postal services shall be deemed delivered on the date of their actual receipt by the addressee. Any documents or notices sent via electronic communication, including but not limited to email, shall be deemed delivered on the calendar day they are sent by the sender, irrespective of the actual time of dispatch or the time of receipt and regardless of the time zone in which the recipient is located. For the avoidance of doubt, the date of dispatch shall be determined according to Central European Time (CET/CEST, GMT+1/+2), as applicable in the Republic of Poland.
6. The Parties recognize the importance of maintaining the security and confidentiality of electronic communications. They shall take reasonable measures to safeguard the integrity and privacy of electronic communications, including the use of encryption and secure transmission methods where applicable.
7. The Parties acknowledge that electronic communication may be used for sending notices, updates, and obtaining consent or agreement on various matters related to the Services or these Terms. Such notices and consents provided electronically shall be deemed valid and binding as if provided in physical written form.
8. The Parties shall use electronic signatures to sign documents, agreements, or amendments related to the Services, these Terms and any applicable Additional Policies. Electronic signatures shall have the same legal effect as handwritten signatures.
9. The Parties undertake to notify the other Party immediately in writing or in a form that can be reproduced in writing of any changes to their contact details by means of electronic communication designated by the Parties. Until the notification is received, the information provided to the other Party shall be deemed valid.
10. Upon completion of Services or termination of these Terms, we undertake to return all original documents in our possession related to the fulfillment of the project or performance of assignments under these Terms. We shall not be obligated to store, maintain, or make available any documents, materials, or information related to completed Services beyond this point.
11. The Parties agree to promptly notify each other in writing of any significant changes or developments that may affect the provision of Services. Such changes include, but are not limited to: (i) change of registered office and/or address; (ii) licensing status, such as, inter alia, if either Party no longer holds a required license or authorization necessary for the provision of Services; (iii) any changes in contact details, including email addresses, phone numbers, or primary points of contact designated by either Party; and (iv) any other important details that could significantly impact the provision of Services, such as, inter alia, changes in ownership, legal structure, or business operations. shall also be disclosed promptly.
ENTIRE AGREEMENT
1. These Terms, along with any other agreements adopted herein, constitute the entire agreement between us and supersede any prior perceptions, discussions, agreements, inducements, or understandings of any kind or nature, whether written or oral.
SEVERABILITY
1. You agree and acknowledge that in the event that any provision of these Terms becomes invalid or unenforceable due to amendments and the entry into force of new redactions of the law, regulation, or other legislation by any competent authority of the Republic of Poland, we shall modify the contents of said provisions to align with their subject matter, validity, and enforceability with applicable law considering its latest amendments. Furthermore, the validity and enforceability of other provisions of these Terms shall not be affected.
SURVIVAL
1. All provisions of these Terms which, by their nature or as required under applicable law, are intended to survive termination or expiration – including, without limitation, provisions relating to outstanding payment obligations, indemnities, limitations of liability, dispute resolution, governing law, and confidentiality – shall remain in full force and effect notwithstanding the termination or expiration of these Terms or the suspension or discontinuation of the Services.
LANGUAGE
1. The language of these Terms presented to you in the original form is English. Any translation, including machine-made translations by Third Party tools and applications as well as versions of these Terms in other languages provided by us or Third Parties, shall be made available to you for your understanding and perception and shall not be regarded as accurate interpretation or representation of original provisions. In case of any divergence from or inconsistency with the English language version of these Terms, the English language version shall prevail.

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