1. GENERAL PROVISIONS
1.1. This document constitutes a Public Offer of GMT Legal LLC, a legal entity duly incorporated under the laws of the Russian Federation, hereinafter referred to as the “Contractor”, and contains all material terms and conditions for the provision of informational and consulting legal services (hereinafter referred to as the “Services”).
1.2. This Public Offer is an official document and is published on the Contractor’s website at: http://gmtlegal.com/ .
1.3. By making payment for the Services, a legal entity or an individual thereby confirms acceptance of and accession to the terms and conditions of this Public Offer set forth below and acquires the status of a Client, while the Contractor and the Client jointly become the Parties to a paid legal services agreement (hereinafter referred to as the “Agreement”).
1.4. The Agreement does not require execution by signature or affixation of seals by the Client and shall nevertheless retain full legal force and effect.
1.5. In connection with the foregoing, the Client shall carefully review the text of this Public Offer and, in the event of disagreement with any of its terms and conditions, shall refrain from entering into the Agreement and from using the Contractor’s Services.
2. SUBJECT OF THE AGREEMENT
2.1. Pursuant to the terms and conditions of this Public Offer and the Agreement concluded on its basis, the Contractor shall provide the Services specified in the issued invoice, and the Client shall pay for such Services in accordance with the issued invoice and this Public Offer.
3. ACCEPTANCE OF THE OFFER AND CONCLUSION OF THE AGREEMENT
3.1. The Client accepts this Public Offer by making an advance payment for the Contractor’s Services in respect of which the Agreement under this Public Offer is concluded. Acceptance of this Agreement by the Client shall mean the Client’s full and unconditional consent to all provisions of this Agreement.
3.2. By accepting the Public Offer in the manner specified in Clause 3.1 hereof, the Client represents and warrants that the Client has reviewed, agrees with, and fully and unconditionally accepts all terms and conditions of the Public Offer in the form in which they are set forth herein.
4. RIGHTS AND OBLIGATIONS OF THE PARTIES
4.1. The Contractor shall:
4.1.1. Organize and ensure the proper provision of the Services.
4.1.2. Use all personal data and other confidential information of the Client exclusively for the purpose of providing the Services, and not disclose, transfer or otherwise make available to any third parties any documents or information relating to the Client held by the Contractor.
4.1.3. Provide oral and written consultations on additional matters raised by the Client. The scope, timing and form of such consultations shall be determined by the Contractor independently in each specific case.
4.2. The Contractor shall have the right to:
4.2.1. Unilaterally determine the cost of all Services provided and amend the terms of the Public Offer in respect of agreements to be concluded after publication of the revised version of the Public Offer.
4.2.2. Independently determine the forms and methods of providing the Services based on the requirements of applicable law, technical capabilities, and the specific terms of the Agreement, taking into account the Client’s wishes.
4.2.3. Engage any individuals and legal entities for the purpose of timely and proper performance of its obligations under the Agreement, independently determine the composition of specialists involved in the provision of the Services, and allocate work among them at its discretion.
4.2.4. Demand payment for Services rendered or to be rendered.
4.2.5. Refuse to provide the Services to the Client in the event of non-payment or partial payment of the Services within the established time limits, or in the event of untimely submission of a request for the provision of the Services.
4.2.6. Request from the Client any information necessary for the performance of its obligations under the Agreement. In the event that the Client fails to provide, or provides incomplete or inaccurate information, the Contractor shall be entitled to suspend performance of its obligations under the Agreement until the required information is provided.
4.3. The Client shall:
4.3.1. Timely and in full pay the Contractor for the Services provided in the manner, within the timeframes and in the amount established by this Agreement.
4.3.2. Provide the Contractor with all information and data necessary for the performance of the Contractor’s obligations under this Agreement.
4.3.3. Provide all documents and perform all relevant actions relating to KYC and due diligence (DD) procedures with respect to the Client and its affiliated persons, where such requirements are mandatory under the laws of the jurisdiction in relation to which the Services are provided.
4.3.4. Not disclose confidential information and other data provided by the Contractor in connection with performance of this Agreement.
4.3.5. Not compete with the Contractor in any areas, act in good faith, not interfere in the internal affairs of the Contractor, and refrain from taking any actions that directly or indirectly worsen the organization of work of the Contractor and its affiliated persons.
4.3.6. Request the Services, including additional Services, exclusively through the contact details specified on the Contractor’s website; refrain from creating conflicts and from misleading the Contractor.
4.3.7. Not interact in any form with agents, suppliers, employees or authorized representatives of the Contractor for the Client’s own purposes without the Contractor’s prior consent.
4.4. The Client shall have the right to:
4.4.1. Request from the Contractor information regarding the organization and proper provision of the Services.
4.4.2. Require proper and timely provision of the Services by the Contractor.
5. TERM OF SERVICES
5.1. The timeframes for the provision of the Services shall be agreed individually with the Client and shall commence from the moment the Contractor receives from the Client the full set of required information and documents, as well as payment made in accordance with the procedure established in Section 6 of this Public Offer.
6. COST OF SERVICES AND PAYMENT PROCEDURE
6.1. The cost of the Services shall be determined by the Contractor in accordance with the issued invoice, which shall specify a defined list of Services, and the Client shall pay for such Services in accordance with the issued invoice.
6.2. The cost of the Services shall be stated in Russian rubles (RUB).
6.3. Payment for the Services under the Agreement shall be made on the basis of 100% advance payment and in the manner established by this Public Offer and the relevant invoice.
6.4. The Client shall be solely responsible for the accuracy of the payments made. Payment shall be deemed completed upon receipt of funds into the Contractor’s settlement account.
6.5. The Contractor reserves the right to change the cost of the Services at its discretion. The cost of Services already paid for shall not be subject to change.
6.6. The cost of the Services indicated on the website http://gmtlegal.com/ is for informational purposes only. The final cost of the Services shall be determined by the Contractor in the invoice depending on the scope of the Client’s request. Where additional Services are required, the cost shall be increased accordingly.
6.7. The Client shall be entitled to withdraw from the Agreement in accordance with Article 782 of the Civil Code of the Russian Federation, subject to payment for the Services actually rendered and the Contractor’s actually incurred expenses.
6.8. In any event, the cost of the Services shall not include any applicable bank fees or charges.
6.9. In the event that the Client provides incomplete, inaccurate or contradictory information that affects the final outcome of the Services rendered, the Contractor reserves the right not to refund the payment made by the Client for such Services.
7. LIABILITY OF THE PARTIES
7.1. The Parties shall be liable for failure to perform or improper performance of their obligations under the Agreement in accordance with the applicable laws of the Russian Federation.
7.2. In the event of proven non-performance and/or improper performance of the Services under the Agreement, including in the event of negative consequences for the Client not specified in the Contractor’s opinions or conclusions, arising in connection with the Client’s strict adherence to the Contractor’s recommendations, the Contractor shall be liable to compensate the Client for the cost of the Services rendered, within the amount paid for the specific Service in accordance with the relevant invoice, and shall also undertake to provide legal assistance aimed at remedying the consequences of the improperly rendered Service.
7.3. The Contractor proceeds on the assumption that the information provided by the Client is current, sufficient and accurate. The Contractor shall not be liable for any direct or indirect losses incurred by the Client caused by changes in the legislation of any jurisdiction after the Services have been rendered, by the Client’s provision, or by the use of information sources agreed with the Client, of inaccurate, outdated or incomplete information, by erroneous decisions of the Client, or by the failure and/or improper performance by the Client or any third party, including the Client’s representatives, of their own decisions or the Contractor’s recommendations.
7.4. The Contractor shall not be liable for the Client’s failure to receive the Services, and any payment made in such cases shall not be refunded or transferred to other Services, in the following circumstances:
7.4.1. The email address specified by the Client is unavailable at the time the Services are provided;
7.4.2. The Client is unable to receive the paid Services due to technical or other issues arising on the Client’s side.
7.5. The Contractor provides the Client with independent legal advice and shall not be liable in any way for any actions and/or omissions of the Client performed before or after the provision of the Services.
8. SPECIAL TERMS AND DISPUTE RESOLUTION PROCEDURE
8.1. Acceptance of the Services shall be performed without execution of a formal acceptance certificate. The Services shall be deemed to have been duly rendered and accepted in full if the Client does not submit any claims to the Contractor within 2 (two) days from the date the Services are provided.
8.2. The Client’s claims regarding the Services provided shall be accepted for consideration by the Contractor via email within 5 (five) business days from the date the disputed situation arises.
8.3. Taking into account the nature of the Services provided, the Contractor and the Client undertake to apply a mandatory pre-trial dispute resolution procedure in the event of any disputes or disagreements related to the provision of the Services.
8.4. Matters arising from the interpretation and application of this Agreement and not expressly regulated herein shall be governed by the applicable laws of the Russian Federation. The Parties shall use all reasonable efforts to resolve through negotiations any disputes arising out of or in connection with this Agreement, including those related to its breach, termination or validity.
8.5. All disputes arising out of this Agreement shall be subject to consideration by the state commercial (arbitrazh) court at the Contractor’s place of business, unless otherwise required by mandatory provisions of the laws of the Russian Federation.
9. FORCE MAJEURE
9.1. The Parties shall be released from liability for full or partial failure to perform their obligations under the Agreement if such failure results from force majeure circumstances, namely: fire, flood, earthquake, strike, war, acts of governmental authorities, or other circumstances beyond the reasonable control of the Parties.
9.2. The Party that is unable to perform its obligations under the Agreement shall promptly, but in any event no later than 10 (ten) calendar days from the occurrence of the force majeure circumstances, notify the other Party in writing thereof and provide supporting documents issued by the competent authorities.
9.3. The Parties acknowledge and agree that insolvency or inability to make payments shall not constitute force majeure circumstances.
10. CONCLUSION, AMENDMENT AND TERMINATION OF THE AGREEMENT
10.1. The Agreement shall be deemed concluded at the moment the payment is credited to the Contractor’s settlement account.
10.2. The Client enters into the Agreement voluntarily and hereby represents and warrants that the Client:
10.2.1. has fully reviewed the terms and conditions of this Public Offer;
10.2.2. fully understands the subject matter of the Public Offer and the terms of the Agreement;
10.2.3. fully understands the meaning and legal consequences of its actions in relation to the conclusion and performance of the Agreement.
10.3. The Client possesses all rights and authority necessary to conclude and perform the Agreement.
10.4. Where, in accordance with applicable law or this Agreement, one of the Parties is entitled to unilaterally withdraw from the Agreement, the Party intending to withdraw shall compensate the other Party for documented and direct losses incurred in connection with the early termination of the Agreement. In such case, the Contractor shall in any event refund the cost of the Services less the Contractor’s actually incurred expenses, including fees of payment service providers used to process payments for the Services. The cost of the Services actually rendered shall include the cost of services of third parties engaged by the Contractor for the purposes of performing this Agreement, as well as hourly remuneration of the Contractor’s employees involved in the provision of the Services. The actual number of hours spent shall be recorded in the Contractor’s report prepared no later than 3 (three) business days from the date of termination of the Agreement.
10.5. The Contractor shall have the right to terminate the Agreement if the Client’s actions potentially cause or have caused direct or indirect damage to the Contractor, its partners and/or other companies and persons affiliated with the Contractor and/or its employees.
10.6. In the event that the Client causes damage to the Contractor, its partners and/or other companies and persons affiliated with the Contractor and/or its employees by its actions, the Client shall pay monetary compensation proportionate to the damage caused.
10.7. With respect to all matters not regulated by this Agreement, the Parties shall be governed by the applicable laws of the Russian Federation.