These Terms of Service (the “Terms”) constitute a legal agreement between you and LegalBison, collectively referred to as “we,” “our,” or “us.” Please note that LegalBison operates under multiple legal entities, and, regardless of the specific legal entity providing services to you, these Terms shall apply uniformly to all your engagements with LegalBison.
We reserve the unilateral right to amend, modify, or revise these Terms of Service 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 of Service 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 of Service, 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. Please read and review these Terms 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.
1.ELIGIBILITY
1.1. 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, and information regarding these restricted areas can be found in Annex 2 to these Terms.
1.2. To be considered eligible to use and engage with our Services, you must affirm that: (a) you have attained the age of at least 18 years, or otherwise have reached the age of majority in the country of your residence making you legally capable of entering into agreements and abiding by their terms, (b) you have never been suspended or subjected to any other form of restriction from using our Services, (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 situated or residing in any restricted locations or jurisdictions, including but not limited to those subject to economic restriction measures imposed by the European Union (the EU) and the United Nations (the UN), including economic restrictions and trade embargoes, and (e) you are not subject to any international sanctions, including those imposed by the EU and the UN, or affiliated with companies, groups, or entities subject to international sanctions, nor do you otherwise represent such natural or legal persons.
1.3. 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 incorporated in compliance with the legal provisions of its jurisdiction, (b) your organization conducts its activities in accordance with applicable laws and regulations, (c) you possess the legal authorization to represent your organization and enter into legally binding agreements on its behalf, which you are able to demonstrate by appropriate means, and (d) your organization is not subject to any international sanctions, including those imposed by the EU and the United Nations, or affiliated with companies, groups, or entities subject to international sanctions, nor does it otherwise represent such natural or legal persons.We retain the right to assess your eligibility to access and use our Services at any time by evaluating your adherence to the eligibility criteria outlined above. In the event of amendments, modifications, or expansions of eligibility criteria, we may reevaluate your eligibility accordingly. We may request proof of eligibility if deemed necessary. All determinations, including initial and ongoing assessments of your eligibility, are final.
2. OTHER POLICIES AND AGREEMENTS
2.1. Our Services have been thoughtfully developed to cater to the diverse needs and demands of our customers. We recognize that each customer’s requirements may vary, and as such, the specific features and terms of our Services may differ from customer to customer. In addition to these Terms and Conditions, a set of policies and agreements (“Additional Policies”) governs various aspects of your use of our Services. These Additional Policies are designed to ensure transparency, fairness, and a secure environment for all customers and include the following:
2.1.1. Privacy Policy:Our Privacy Policy outlines the manner in which we collect, use, and protect your personal information. It is crucial that you understand how we handle your data, and we encourage you to review our Privacy Policy carefully.
2.1.2. Sanctions Policy:Our Sanctions Policy explains how we comply with economic sanctions and trade embargoes imposed by the national, supranational and international bodies and authorities, such as those of the European Union and the United Nations, and
2.1.3. Any Other Relevant Policies or Agreements:Depending on the nature of your engagement with our Services, there may be additional policies or agreements that you are required to adhere to. In this case, any such relevant policy or agreement will be provided to you by our specialists. Please carefully review any such documents that are applicable to your use of our Services.
All the aforementioned Additional Policies are an integral part of these Terms and Conditions. By accessing or using our Services, you agree to be bound by these Additional Policies without exception. Before signing up to use our Services, we strongly recommend that you take the time to read and understand all applicable Additional Policies. Your use of our Services signifies your acceptance of these Additional Policies and your commitment to adhere to them. Please use the provided links to access and review each Additional Policy. If you have any questions or require clarification regarding any of these policies or agreements, please do not hesitate to contact our support team for assistance.
3. SERVICES
3.1. We provide our Services to you as outlined in these Terms. By using our Services, you agree to engage us for the Services described herein and accept the terms and conditions stated in these Terms.
3.2. The specifics of the Services provided under these Terms are detailed in Invoices issued to you by us. Please note that these Terms do not grant you exclusive rights to our Services or any other services we may offer. We may provide similar services to other clients under terms and conditions that may be identical, similar, or different from those outlined in these Terms during the term of this agreement.
3.3. The validity of these Terms is indefinite in duration. We commence the provision of Services upon receipt of the agreed-upon remuneration in accordance with the Invoices issued to you in full. We may also deliver progress reports and other agreed-upon deliverables included in the scope of Services provided to you. If the Parties decide to split the payment into installments, we will issue an Invoice for each installment, and these Invoices must be paid in full before Services commence. “In full” in this context explicitly means payment of the issued Invoices in their entirety.
3.4. In the event that, at our sole discretion, you are classified as a customer with a high-risk level pursuant to our internal customer 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.
3.5. We may, at our discretion and when necessary, provide you with specific milestones or objectives essential for delivering the Services.
3.6. 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 receiving 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.
3.7. If you identify deficiencies in the Services, 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 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, mutually agreed upon by the Parties, and provide you with alternative methods or options to ensure compliance with the agreed scope.
3.8. 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.
3.9. 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 after a reasonable period specified by us.
3.10. Communication and progress updates between us will occur via email correspondence, with the frequency determined solely by us, during our regular working hours.
3.11. 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.
3.12. 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.
4. PARTIES’ RIGHTS AND OBLIGATIONS
4.1. We have the following obligations:
4.1.1. 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.
4.1.2. 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.
4.1.3. 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.
4.1.4. Conducting our Services in strict compliance with all applicable laws and regulations. When offering professional and legal advice, we will adhere to the highest ethical and professional standards.
4.1.5. 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.
4.1.6. 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.
4.2. We have the following rights:
4.2.1. Receiving remuneration for the Services rendered, as outlined in these Terms and Additional Policies, or as otherwise specified in these Terms.
4.2.2. 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.
4.2.3. 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 the confidentiality clause of these Terms.
4.2.4. Terminating these Terms or any associated agreement with you with written notice in accordance with the provisions of these Terms if you fail to fulfill your financial obligations, breach the terms herein, or engage in activities that may harm our reputation.
4.2.5. Exercising other rights granted by applicable legal acts, the Articles of Association, and our internal policies.
4.3. You have the following obligations:
4.3.1. To pay remuneration to us for the Services rendered as per the payment terms outlined in these Terms, Invoices and Additional Policies.
4.3.2. 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.
4.3.3. 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.
4.3.4. To maintain the confidentiality of any information we provide, marked as confidential or reasonably understood as confidential, as stipulated in the confidentiality clause of these Terms.
4.3.5. 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.
4.3.6. To immediately inform us of any circumstances that could lead to a conflict of interest between you and us.
4.3.7. To refrain from impairing, endangering or damaging our professional reputation in any way.
4.4. You have the following rights:
4.4.1. To receive all Services provided by us under these Terms with due care, skill, and diligence, in accordance with industry best practices.
4.4.2. To access all 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.
4.4.3. To the confidentiality of all information disclosed to us, as per the terms of the confidentiality clause in these Terms.
4.4.4. To terminate these Terms or any associated agreement with written notice, following the termination provisions outlined in these Terms.
4.4.5. To provide feedback and engage in open communication with us regarding the quality and effectiveness of the Services.
5. DATA VERIFICATION
5.1. As a general rule, we are under no obligation to verify the information and documents received from you, unless the Parties expressly agree otherwise. It is your sole responsibility to ensure the accuracy of the information provided. In some cases, you may be required to complete a Know-Your-Customer (“KYC”) procedure before we start providing any Services to you. You will be notified of the necessary to complete the KYC procedure by our specialists.
5.2. KYC is a procedure conducted by our team to verify the backgrounds and eligibility of our customers in accordance with the anti-money laundering and terrorist financing (AML/CTF) legislation requirements in one of the countries where we operate. We ensure that KYC procedures are carried out for all customers intending to purchase and use our Services, in compliance with the due diligence measures prescribed by the applicable AML/CTF laws and regulations.
5.3. Prior to establishing a business relationship and accessing our Services, you are required to undergo the necessary verification procedures to satisfy KYC 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 Customers’ 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.
5.4. 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.
5.5. By submitting the requested information to verify your identity for KYC 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. 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.
5.6. 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 Customer’s affiliation with any of the aforementioned activities, we may disclose such information to competent authorities for their assessment.
6. LEGAL AND TAX ADVICE DISCLAIMER
6.1. 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.
6.2. 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.
6.3. 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.
6.4. 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.
7. Disclaimer Regarding Our Status as a Service Provider
7.1. 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 customers operating in diverse sectors, it is imperative to recognize our role and limitations.
7.2. 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.
7.3. 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 customer 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 Customers in understanding and complying with relevant regulations, which includes obtaining necessary licenses, implementing compliance procedures, and staying informed about regulatory changes.
7.4. 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.
7.5. 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 customers or not.
8. FEES
8.1. The Fees associated with our Services are variable and contingent upon the specific nature of the Services required by each Customer. 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(s) 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 Customers and their unique business objectives.
8.2. You shall pay us remuneration for the provision of the Services (hereinafter, the Fee) in accordance with the terms of these Terms and any Additional Policies herein.
8.3. In cases where the scope of work 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 work originally agreed upon, such work shall be subject to separate charges (“Additional Fees”). Any such Additional Fees may be invoiced in the following manner:
8.3.1. arrears on a time-basis, calculated based on each hour or pro rata hour, utilizing the agreed rate(s). The applicable rate(s) will vary depending on the seniority, expertise, and experience of the specialist engaged in delivering the Services. Time will be recorded in units of 5 minutes, equivalent to 12 units per hour, and/or
8.3.2. fixed lump-sum fee, calculated on the basis of the type, complexity and manner of fulfillment of the specific work.
8.4. 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 project. 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.
8.5. 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, 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.
8.6. 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 5-day period, we may charge interest on the outstanding amount. The interest rate applied shall be 0.02% per day, calculated from the date of the Invoice until the outstanding payment is received in full. Additionally, we retain the right to recover all costs reasonably incurred in the process of recovering unpaid amounts.
8.7. 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.
8.8. 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.
8.9. 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.
8.10. In the event that any amounts due to us remain unpaid for a period exceeding 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.
8.11. We shall accept payments by the means of settling indicated in the Invoices, such as the bank transfers. Settlement of Invoices in cash is not accepted, unless such an exception was duly authorized in exceptional circumstances by our lawful representative, such as the Board Member.
8.12. 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. You will assess the acceptability of the alternative currency and provide a revised Invoice, if necessary, adjusted to account for any applicable exchange rates.
8.13. All customers 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, may be non-recoverable, and we shall not be held liable for errors made by you in transferring funds.
8.14. 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 provision of 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.
9. TERMINATION AND BREACH OF TERMS
9.1. You are entitled to cancel these Terms unilaterally and without cause at any moment. Cancellation of these Terms by you immediately follows the receipt of the cancellation notice submitted by you. Upon cancellation of these Terms pursuant to this Section, we shall immediately terminate the provision of any and all Services. In this case, you are entitled to claim the payment of the paid Fees as well as other costs save the Fees concerning the Services rendered to you prior to the cancellation.
9.2. We are entitled to withdraw from these Terms unilaterally and immediately, without adhering to a notice period, by giving you a written notice if:
9.2.1. you have debt to us for thirty (30) calendar days from the due date of an Invoice, or any other accumulated debt within sixty (60) calendar days;
9.2.2. you suspend your business;
9.2.3. bankruptcy, criminal, reorganization, insolvency, dissolution, liquidation, court, money laundering or other proceedings that may affect performance of your obligations under these Terms are initiated in regards to you;
9.2.4. you have materially breached your obligations under these Terms, including pursuant to Events of Default;
9.2.5. we have reasonable grounds to suspect you or a person related to you in money laundering and/or terrorist financing;
9.2.6. you have failed to comply with their obligations under these Terms and the Service Provider has reasonable grounds to suspect that the Customer will not perform their obligations in the future;
9.2.7. you demand that we stop or restrict processing personal data in accordance with these Terms and Privacy Policy;
9.2.8. termination is required by any regulatory, law enforcement and/or governmental body;
9.2.9. in case of an event of force majeure circumstances related to the implementation of international, supranational and national sanctions;
9.2.10. it appears that, taking all the circumstances into account and weighing up the interests of both Parties, the Service Provider cannot be expected to continue to perform its obligations under these Terms.
9.3. You are entitled to withdraw from these Terms unilaterally and immediately, without adhering to a notice period, by giving us a written notice, if:
9.3.1. bankruptcy, criminal, reorganization, insolvency, dissolution, liquidation, court, money laundering or other proceedings that may affect the fulfillment of these Terms are initiated in regards to us;
9.3.2. we have materially breached our obligations under these Terms, including pursuant to Events of Default;
9.3.3. termination is required by any regulatory, law enforcement and/or governmental body.
9.4. We are additionally entitled to withdraw from these Terms unilaterally by giving you a 30-days notice in writing, if: (a) in the event that factors beyond our reasonable control, including those attributable to third parties, significantly obstruct the delivery of the Services or render the provision of Services in accordance with the terms of these Terms impossible, and (b) in the absence of the conditions stipulated in subsection (a) of this clause, we may terminate these Terms under the condition that it is not possible to provide the Services to you in another manner.
9.5. In some cases, we may be obligated or entitled under the rules of professional conduct to terminate these Terms, for example if you submit falsified evidence or demand that we use means or ways that are contrary to law in order to protect your interests or demand that we act in a way not in compliance with our honor and reputation or rules of professional ethics, or if a conflict of interest exists / arises in fulfilling your assignment, or if you act contrary to our instructions or in any other manner expresses that you have lost trust in us, or if you give us instructions that are detrimental to our interest or clearly useless for performance of an assignment, and does not forego demanding compliance with these instructions irrespective of our explanations.
10. EVENTS OF DEFAULT
10.1. The Parties acknowledge the events laid down in this clause constitute events of default (“Events of Default”). The breach of these Terms shall occur upon the occurrence of at least one (1) of such Events of Default and the non-breaching Party shall be eligible for remedies. Events of Default shall mean any of the following:
10.1.1. On your end:
10.1.1.1. Your failure to pay the Fees respectively and promptly in accordance with issued Invoices and these Terms, provided that such breach is not remedied within thirty (30) calendar days from the due date of an Invoice.
10.1.1.2. Your outstanding debt with us remains unsettled beyond 60 calendar days from its due date;
10.1.1.3. You provide false or fraudulent information in any form of communication;
10.1.1.4. You misrepresent material information or omit material facts that, if disclosed, would have influenced the decision to enter into an agreement with you;
10.1.1.5. You fail to comply with regulatory requirements necessary for your business activities, which may impact our ability to provide Services;
10.1.1.6. Your misuse of Services in a manner not authorized by these Terms, including cases where such misuse results in reputational damage to us;
10.1.1.7. Your significant change in ownership or control, given that such changes may affect our ability to provide Services;
10.1.1.8. Legal actions, such as regulatory investigations or criminal charges, are brought up against you, which may impact or have impacted your ability to fulfill contractual obligations under these Terms;
10.1.1.9. You become subject to international, supranational and/or domestic sanctions, embargoes, or restrictive measures;
10.1.1.10. You are incarcerated, placed in custody, or imprisoned in connection with an ongoing investigation and/or criminal charges, as well as resulting from valid court sentencing, ruling, and/or order;
10.1.1.11. Your licenses or permits necessary for your business operations are revoked, suspended, or not renewed.
10.1.2. On our end:
10.1.2.1. Our failure to provide the agreed-upon Service in accordance with the provisions of these Terms, their annexes, and/or SOWs;
10.1.2.2. A data breach or security incident on our part that compromises the security of your personal information or data privacy;
10.1.2.3. A change in the scope of the Services we provide, meaning that we make significant changes to the scope of Services agreed upon in these Terms without your prior written consent.
10.1.3. On Either Party’s end:
10.1.3.1. Events of force majeure beyond the control of either party, such as natural disasters, war, or other acts of God, that prevent the performance of contractual obligations for an extended period.;
10.1.3.2. Either Party’s failure to perform any other material obligation under these Terms, provided that such breach is not remedied within thirty (30) days after receiving notice regarding the breach;
10.1.3.3. Either Party’s bankruptcy, insolvency, reorganization, dissolution, or liquidation and institution of relevant proceedings by or against either Party, unless such proceedings have not been terminated or dismissed within thirty (30) days after the day of their institution;
10.1.3.4. Either Party’s failure to adhere to confidentiality obligations outlined in these Terms.
10.2. In the event of a breach of these Terms as stipulated in this Section by either Party, the breaching Party shall remedy such breach within fifteen (15) calendar days after receiving notice of the breach. Failure to remedy the breach within the specified period allows either Party to terminate these Terms. Appropriate remedies will be pursued in accordance with the Section on Remedies.
11. REMEDIES
11.1. In the event of a significant breach of these Terms, following any of the Events of Default outlined in Section on Events of Default of these Terms, the Parties have right to claim available remedies (hereinafter, the “Remedies”).
11.2. If the Breaching Party is us, you have the right to:
11.2.1. Demand the execution of the terms of these Terms and the fulfillment of Services as initially agreed upon under the terms and conditions specified herein.
11.2.2. Claim damages for losses incurred as a direct result of the breach, provided that the damage has arisen from a breach of these Terms, and we did not foresee or could not have reasonably foreseen the possibility of such damages at the time of entering into these Terms, unless the damage is caused by us intentionally or due to gross negligence.
11.2.3. Unilaterally withdraw from these Terms in accordance with the procedure outlined in Section on Termination of these Terms. For Services that are initiated but not completed, such as hourly services, we may calculate the value of work completed up to the breach event and deduct it from any refund or damages owed to you.
11.3. If the Breaching Party is you, we have the right to:
11.3.1. Seek monetary damages as a Remedy. Your liability for damages shall be limited to a maximum amount equal to the total Fee paid or agreed to be paid by you to us under applicable Invoices and any Additional Policies, if applicable;
11.3.2. Rescind these Terms. Upon rescission, we shall immediately cease the provision of all services to you.
11.3.3. Pursue legal remedies as permitted by applicable law and jurisdiction. The right to claim monetary damages and rescind these Terms shall not preclude us from pursuing other remedies or claims for damages as permitted by these Terms, any Additional Policies or applicable law.
12. LIABILITY
12.1. 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.
12.2. In the event of a delay in the completion, delivery or elimination of a deficiency in the Services, we shall eliminate the deficiency within reasonable time from the date of receipt of the notification of the said deficiency by you, which shall take into account the complexity of the Services and other variables affecting the performance and be communicated to you orally or in writing. The aforementioned period may be extended to an additional term agreed by the Parties orally or in writing.
12.3. 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 Customer 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 Customer. 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.
12.4. Your compliance with applicable laws, regulations, licensing requirements and other relevant legislation, including but not limited to laws on anti-money laundering and terrorist financing prevention, 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.
12.5. 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.
12.6. 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.
12.7. In consideration of 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.
13. NON-SOLICITATION
13.1. 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:
13.1.1. 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;
13.1.2. 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
13.1.3. 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.
13.2. 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 EUR 100,000 (one hundred thousand euros). 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.
13.3. 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.
14. COMPLAINTS AND DISPUTE RESOLUTION
14.1. 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 dispute cannot be resolved through negotiations, the Parties have the right to turn to court to resolve the dispute in accordance with the legislation in force in the Republic of Poland. The Parties therefore have a right to initiate legal action or proceedings in the exclusive jurisdiction and venue of the Polish courts. The Parties further agree not to initiate any legal action or proceedings in any other jurisdiction and before any other court.
15. FORCE MAJEURE
15.1. 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.
15.2. Circumstances of force majeure must be reported immediately in writing to the other Party.
15.3. 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.
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 15.4. Party, the other Party has the right to terminate these Terms unilaterally without giving a prior notice of termination. All and any transactions and relationship concluded or executed with the Party subject to the aforementioned sanctions, whether directly or indirectly, shall be terminated immediately.
16. CONFIDENTIALITY
16.1. 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:
16.1.1. 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;
16.1.2. 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;
16.1.3. 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.
16.2. 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.
16.3. 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.
17. INTELLECTUAL PROPERTY
17.1. 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.
17.2. 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.
17.3. 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 clause shall remain in effect even after the termination of these Terms.
17.4. You shall retain ownership of any pre-existing intellectual property and data provided to us for the purpose of performing services under this Contract, unless otherwise specified.
18. ELECTRONIC COMMUNICATION
18.1. 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.
18.2. 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. 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.
18.3. 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.
18.4. 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.
18.5. 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.
18.6. 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.
18.7. 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.
18.7. 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: a) change of registered office and/or address, b) licensing status, such as, inter alia, if either Party no longer holds a required license or authorization necessary for the provision of Services, (c) any changes in contact details, including email addresses, phone numbers, or primary points of contact designated by either Party, and d) 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.
19. PERSONAL DATA PROTECTION
19.1. We shall process your personal data for the purpose of fulfilling our legal obligations under the data protections laws and regulations of countries where we conduct our business. Inter alia, we ensure that the processing of your personal data complies with the provisions of 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) (hereinafter: the GDPR), as well as with the provisions of other applicable domestic data protection laws. Provisions of the GDPR, as well as the provisions of respective data protection laws, shall apply to natural persons only.
19.2. You acknowledge that in the event of our acquisition, merger, or transfer to any third-party legal entity, your data, including personal data, may be shared with the said third party in connection with the rights arising from any such acquisition, merger, or transfer.
19.3. To learn more about how your personal data is collected, processed, used and shared by us, you are encouraged to read our Privacy Policy.
20. ENTIRE AGREEMENT
20.1. 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.
21. AMENDMENTS AND VALIDITY
21.1. 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.
22. GOVERNING LAW
22.1. These Terms, the Parties’ rights and obligations, any Additional Policies applicable to the provision of Services to you, if applicable, as well as all actions arising out of and related to this Contract shall be governed by the laws of the Republic of Poland, applicable to these Terms in their entirety.
23. SEVERABILITY
23.1. You agree and acknowledge that in an event of any of the provision of these Terms shall be invalid or unenforceable due to the amendments and entering into force of new redactions of the law, regulation, and other legislation of any competent authority of the Republic of Poland, we shall alter the contents of said provisions to adhere its subject matter, validity and enforceability to applicable law given its latest amendments. Furthermore, the validity and enforceability of other provisions of these Terms shall not be affected.
24. SURVIVAL
24.1. All provisions that, by nature of applicable law and to the extent permissible by it, survive termination or expiration of these Terms, including the suspension or termination of provision of Services to you, debts owed to us, Events of Default, etc., shall remain binding and enforceable after the termination or expiration of these Terms.
25. LANGUAGE
25.1. 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 other 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.
