GENERAL TERMS AND CONDITIONS FOR SERVICES PROVIDED BY MAGRAT OÜ (APPENDIX 2.)

This document (the “General Terms”) sets forth the general terms and conditions under which Magrat OÜ provides its consultancy services. These General Terms are inalienable part of the respective client agreement concluded with the client.

each a “Party” and together the “Parties” have agreed as follows:

1. THE PARTIES

1.1  The consultancy services are provided by Magrat OÜ, registry code 11730730, address F. R. Kreutzwaldi tn 4-7 -office 408, 10120 Tallinn, Estonia (the “Contractor”).

1.2  The person receiving the consultancy services, i.e. the client, is each natural or legal person with whom the Contractor has entered into a client agreement (the “Agreement“) or to whom the Contractor provides services on any other legal grounds (hereinafter the “Client“). The Contract may also be entered into for the benefit of a third party (hereinafter the “Beneficiary“).

1.3  The Contractor and the Client are hereinafter individually referred to as a “Party” or jointly as “Parties“.

1.4  The provisions of this General Terms and Conditions, Agreement, Proposal and Pricelist (together the “Contract”) constitute the whole agreement between the Client and Contactor in relation to the Services, deliverables and work product described in the respective Proposal and performed to the Client.


2. ENTRY INTO THE CONTRACT

2.1  The Contractor has discretion to decide whether it will accept instructions from the person seeking consultancy services or not.

2.2  The Contract enters into force by signing of the Agreement by both Parties or when the Contractor has confirmed the order of the Client.


3. SERVICES

3.1  The services to be performed by the Contractor are indicated in the Appendix 1. Special Terms and conditions and Proposals (the “Services”), to which these General Terms are appended. If the Contractor performs on the basis of a separate order other services than those mentioned in the Proposal, then these General Terms are applicable to such services as well.

3.2  The Contractor commences providing the Services forthwith after the Client has provided to the Contractor all necessary information and material and has paid the advance payment that the Parties may have agreed on. The Services shall be provided carefully and professionally according to the applicable statutory requirements and working and reporting rules and regulations of the Contractor.

3.3  The Contractor will act on the basis of written or oral instructions by the Client or any person or persons who is or are expressly authorised by the Client to give instructions to the Contractor on behalf of the Client (the “Authorised Person”).

3.4  The Contractor shall not be obliged to act where it considers such acts to be in any way unlawful.

3.5  The Client shall supply the Contractor with all documents, information and other materials (including any changes therein) necessary to perform the Services well in advance in order to enable the Contractor to carry out its tasks properly within normal working hours. Unless otherwise agreed, the material must be available to the Contractor as follows:

3.5.1  All underlying accounting documents (contracts, invoices, bank excerpts, minutes) – by the 5th day following the end of the respective calendar month;

3.5.2  Material relating to calculation of salaries – no later than 5 business days prior to acceptance and payment date;

3.5.3  Material relating to annual reports – no later than 30 days from the end of the respective financial year;

3.5.4  Any other material – no later than 10 business days before the respective due date.

3.6  The Client shall do everything reasonably required from it to enable the Contractor to fulfil its tasks in accordance with the Agreement. Enquiries and requests of the Contractor shall be responded without delay.

3.7  The Client shall secure the Contractor’s access to the online platform of the Estonian Tax and Customs Board (e-maksuamet) on behalf of the Client for submitting tax returns and reports to the tax authority.


4. FEE AND EXPENCES

4.1 4.1 The fees chargeable by the Contractor for the Services (the “Fees”) are determined based on the Pricelist, Appendix 1. Special Terms and conditions and Proposals, appended to the Agreement or any separate quotation accepted by the Client. All quotes are provided exclusive of VAT. VAT shall be added to the Fees in accordance with applicable laws. The Fees and any additional charges for the Services will be payable to the Contractor in accordance with invoices issued to the Client.

4.2  The Client shall pay all invoices within 7 (seven) days from the date of the invoice. All Fees and expenses provided for under this Agreement shall be paid in full, free and clear of any deductions or withholding for any taxes, levies, duties or set-off. If the Client fails to pay the invoice when due, the Contractor is entitled to charge late payment interest at the rate of 0.1% of the amount outstanding per each day the payment is overdue. Any complaints regarding the Fees must be submitted to the Contractor in writing within 30 days as from the invoice date.

4.3  In the event that the Client fails to pay the Fees in accordance with these terms the Contractor reserves the right to suspend the provision of the Services subject to giving the Client reasonable prior notification of its intention to do so.

4.4  The Contractor is entitled to recover on a full indemnity basis any costs incurred by it in collecting overdue payments, including the costs of and expenses of any agents the Contractor may appoint to collect such amounts.

4.5  The Contractor is entitled to unilaterally adjust the Fees annually by giving the Client at least 30 (thirty) days’ prior notice thereof. The Contractor is also entitled to adjust the Fees if the circumstances, under which the Agreement was entered into, change to a substantial extent, or if the provision of Services under the Agreement turns out to be substantially more complex and time-consuming than could be reasonably foreseen by the Parties at the time of entering into the Agreement. If the Client does not agree with the adjustment of the Fees, the Client is entitled to terminate the Agreement.

4.6  In addition to the Fees, the Client shall compensate, at cost, the Contractor for all documented out-of-pocket expenses incurred in connection with the provision of the Services, including but not limited to the state fees, notary charges, translation costs, etc. The Contractor shall inform the Client of the nature and scope of such expenses beforehand.

4.7  If, in the course of providing the Services, a need arises to use the professional assistance of third party experts, consultants, specialists, etc., of other fields who do not work for the Contractor, the Parties may agree that the Contractor shall seek for a reputable and competent expert in the respective field; the Contractor shall in this case propose, in good faith, one or more experts to the Client, and shall collect fee proposals from such expert(s). The Contractor shall seek the Client’s approval for any outside expert’s fees prior to incurring any respective expenses. The Client shall either conclude a service agreement with the respective expert directly or the Parties may agree that such service agreement will be concluded by the Contractor. In any event, the Contractor shall not be liable for the accuracy of the analyses, opinions, explanations or other deliverables provided by such external advisers and other service providers.


5. OBLIGATIONS OF THE CONTRACTOR

5.1  The Contractor shall provide the Services with reasonable professional skill and care, acting in the best interests of the Client and avoiding damage to the Client’s property. To the fullest extent permitted by law, the Contractor disclaims all other warranties, express or implied. The Contractor shall inform the Client of all relevant matters relating to the provision of the Services, especially of those matters that may cause the Client to change its instructions, and, at the request of the Client, shall provide the Client with information on the performance of the Services.

5.2  The exact manner of providing the Services shall be at the discretion of the Contractor, and the Client is not entitled to request that the Contractor follows its detailed instructions as to the exact manner of provision of the Services. In providing advisory Services, the Contractor shall use its best efforts to achieve the result desired by the Client. As a rule, the Contractor cannot and shall not guarantee that the desired result will be achieved.

5.3  The Contractor shall be liable for safekeeping the accounting documents delivered by the Client to the Contractor for performing the Services, and for correct and timely processing of the data provided by the Client. The Contractor shall not bear any liability for the documents and other materials and data, which was provided to the Contractor with delay, as well as for incorrect, incomplete or misleading documents and other materials and data provided by the Client to the Contractor, as well as for any consequences thereof.

5.4  Under no circumstances shall the Contractor be liable for any third party claims against the Client, unless such claims have been caused by the breach of the Agreement by the Contractor.


6. TERMINATION OF THE AGREEMENT

6.1  The Agreement is concluded for an indefinite term. Each Party is entitled to terminate the Agreement at any time, providing the other Party with a written notice thereof at least 30 (thirty) days prior to the date of termination. The final payment of the Fee shall be performed within 10 (ten) days as from the date of termination

6.2  In case of material breach of the Contract by the Client, the Contractor shall be entitled to terminate the Agreement immediately without any prior notice.

6.3  Upon termination of the Agreement and provided that all Fees have been paid by the Client, all documents and records which have been handed over to the Contractor in order to provide the Services shall be returned to the Client.

6.4  Client refusal to provide information or documents required for the application of due diligence measures in accordance with Estonian Money Laundering and Terrorist Financing Prevention Act is deemed a fundamental breach of the Agreement and the Contractor has a right to extraordinarily terminate the Agreement. The Agreement is deemed terminated as of the submission of a termination notice to the Client after which the Contractor makes the services completely unavailable to the Client.


7. CONFIDENTIALITY

7.1  During and after the term of this Agreement, the Contractor shall neither use (except to provide the Services), nor disclose to any third party, any information which is a trade secret of the Client, personal data or any information concerning the Services or the business plans or activities of Client or its affiliates, including (without limitation) any information proprietary to Customer or its affiliates (the “Confidential Information”); provided, however, that the foregoing restriction shall not apply to Confidential Information which: (i) was in the public domain at the time it was disclosed to Contractor or entered the public domain thereafter through no fault of Contractor; (ii) the Contractor already knew of before the date it was disclosed to Contractor and Contractor can corroborate such knowledge; (iii) Contractor independently developed without use of any other Confidential Information; or (iv) was disclosed to Contractor by a third party without breach of this Agreement by Contractor and was otherwise not in violation of Client’s rights.

7.2  This Section 7 does not hinder the disclosure of any Confidential Information where:

7.2.1  a Party is required to disclose such Confidential Information by Law or pursuant to any order of court or other competent authority or tribunal;

7.2.2  a Party is required to disclose such Confidential Information by any applicable stock exchange regulations or the regulations of any other recognized market place;

7.2.3  such disclosure has been consented to by the other Party in writing; or

7.2.4  to its professional advisers (who are bound to such Party by a duty of confidentiality which applies to any information disclosed).


8. LIABILITY

8.1  The Contractor shall have no obligation to verify or check the accuracy of any information the Client provides to the Contractor. The Contractor shall not be liable for the accuracy of the information provided by the Client.

8.2  The Contractor gives no guarantee or warranty that the recommendations it makes and the advice it may give will result in any financial savings being made by the Client.

8.3  The Contractor shall not be held liable for any damages which arise from or are incidental to any assignment unless the Contractor has caused such damage by acting with intent or gross negligence. The Contractor shall not be responsible for any indirect damage (indirect damage shall include, but not limited to, lost profit). The aggregate liability of the Contractor under the Agreement shall be limited to the aggregate amount of Fees received by the Contractor under the Agreement within the period of 12 (twelve) months preceding the date of the respective claim by the Client.

8.4  The Client shall indemnify and hold the Contractor harmless from any and all losses, claims, damages and expenses, including reasonable legal fees, as and when they are incurred, arising from or incidental to the assignment or the participation of the Contractor in the transaction, for which the Contractor is not liable for under the Agreement.

8.5  The Client is obligated to comply with the due diligence measures established by the Contactor and provide him all relevant information and documentation.


9. THE OBLIGATIONS OF THE PARTIES IN RELATION TO PREVENTING MONEY LAUNDERING AND TERRORIST FINANCING

9.1  The Parties shall comply with the requirements established in the Estonian Money Laundering and Terrorist Financing Prevention Act (the “Act”) and legislation issued on the basis thereof when acting based on the Agreement.

9.2  The Client shall cooperate with the Contractor in fulfilling the obligations stipulated in the Act, including with regarding to identification of the Client and the origin of its funds, etc. The Contractor shall have all the rights arising from the Act and legislation issued on the basis thereof, including the right to decline to provide services or to terminate its business relationship with the Client in the cases provided by law. In particular, the Contractor is entitled to terminate this Agreement without any prior notice, if the Client, despite the respective request by the Contractor, fails to provide documents and other relevant information required under the Act and other applicable rules regarding anti-money laundering and prevention of terrorist financing, or if the documents or information provided by the Client do not reasonably remove suspicion of money laundering or terrorist financing.


10. MISCELLANEOUS

10.1  The Agreement is governed by the laws of the Republic of Estonia and construed in accordance therewith.

10.2  Invalidity of one provision of this Agreement shall not affect the validity, legality or enforceability of the remaining provisions of this Agreement. In case any provision proves to be invalid, the Parties shall use all reasonable endeavours to replace that provision with a new, lawful provision closest to the substance of the original provision.

10.3  The Contractor may collect, use, transfer, store or otherwise process (collectively “Process”) information provided by the Client that can be linked to specific individuals (the “Personal Data”) as defined under applicable law. The Contractor shall Process the Personal Data in accordance with applicable laws. The Contractor is entitled to transfer the Personal Data for storage or otherwise Processing outside the territory of the European Union, provided that the legal obligations for such transfer are observed and personal security measures are maintained at the same level as required under applicable law.

10.4  Any disputes arising from this Agreement or in connection thereto shall be settled by negotiations. Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof that the Parties have failed to solve by amicable negotiations shall be settled by Harju County Court as the court of first instance.