Business Terms

1.1. These Business Terms apply to the legal services and the assignments undertaken by legal firm MANIMAMA OÜ (also referred to as the “Law Firm”, “We”, “Our”, “Us”; registration code: 14803352, address: Harjumaa, Tallinn linn, Pärnu mnt 158-88, 11317) unless otherwise agreed in writing. It will be assumed that the Client (also referred to as “You”) has read all of these Business Terms before applying for any services from MANIMAMA.

1.2. Ordering services you accept these Business Terms according to the Estonian Law of Obligations Act section 20 subsection 1. If you do not accept them, do not apply for any services.

1.3. In carrying out the Contract for Legal Services, applying our experience, and finding solutions, we will be guided by the goal of ensuring the maximum legal protection of the Client’s interests, including the creation of legal certainty and clarity, as well as by the law and professional ethics. 

2.1. The Law Firm is deemed to have agreed to act for the Client once the Contract for Legal Services has been entered into with the Client. As a rule, the Law Firm and the Client enter into the Contract for Legal Services in writing, using the Law Firm’s Contract for Legal Services template. Notwithstanding any other provisions, the Contract comes into force and Parties enter into the  mutual obligations under the Contract for Legal Services from the date when the ordering Services are agreed by Parties, and/or fees (including but not limited to: deposit amount,  prepayment etc.) paid to the Law Firm and/or the Law Firm proceeds with ordered Services provision. Such Client’s actions shall be understood as an offer of acceptance in understanding  of § 20  Acceptance, Chapter 2,  Part 1 of Estonian Law of Obligations Act. 

2.2. The Contract for Legal Services can also be entered into orally or in a format that can be reproduced in writing. The existence of an oral Contract for Legal Services between the Law Firm and the Client is, among other things, evidenced by the Client’s provision of information necessary for providing legal services or issuing an invoice, as well as by the payment of an invoice issued to the Client or to a person designated by the Client.

2.3. If there is a circumstance that impairs or may impair the attorney’s ability to act solely in the interests of the Client (a conflict of interests), the Law Firm may not provide legal services to the Client, unless the Law Firm has informed the Client of the circumstance and the Client still insists that the Law Firm provides legal services to the Client. If a conflict of interest should arise during the development of the case, which may result in us renouncing the case, we will of course recommend another lawyer.

3.1. A Client undertakes that it shall not engage in any Illegal Activities, which means any activity designated anywhere in the world as illegal or criminal which, without prejudice to the generality of the foregoing, shall be deemed to include activities relating to terrorism, drug trafficking, money laundering, receiving the proceeds of criminal activities or trading with countries which may from time to time be subject to any embargo imposed by the Security Council of the United Nations or the European Union or similar international organization.   

3.2. The under-mentioned Sensitive Activities will only be accepted subject to a pre-approval process. Contact us beforehand to make sure we can accept your business. Sensitive Activities include: 

• financial business involving: soliciting funds from the public, offering investment advice to the public, insurance business, the operation, and administration of collective investment schemes or the management of investments other than where the assets so managed comprise the property of a Client; 
• any activity relating to the provision of financial or banking services or any other business which requires a license in any jurisdiction; 
• gambling or lotteries; 
• accepting payment over the Internet for products or services; 
• providing service related to the virtual games;
• utilizing merchant numbers for processing credit card orders; 
• mail or telephone order schemes.

3.3. Under no circumstances will we provide services for businesses that conduct activities relating to:

• a business that is not allowed with any listed sanctioned countries. Among the sanctioned countries are the following:
• Afghanistan, Angola, Algeria,  Bahamas, Bangladesh, Bolivia, Botswana, Burma (Myanmar), Burundi, Cambodia, Chad,  Gvineja, Côte D’ivoire, Crimea (Ukraine region), Cuba, Democratic People’s Republic of Korea, Egypt, Equatorial Guinea, Eritrea, Ghana, Guinea Bissau, Guyana, Iceland, Iran, Iraq, Haiti, Lao PDR, Lebanon, Libya, Mali, Mongolia, Morocco, Myanmar, Nepal, Nicaragua, North Macedonia, Pakistan, Panama, Russia, Qatar, Saudi Arabia, Somalia, South Sudan, Sudan, Syria, Trinidad and Tobago, Uganda, United States, Vanuatu, Venezuela, Yemen, Zimbabwe;
• Donetsk People’s Republic (DPR)/Luhansk People’s Republic (LPR), Pridnestrovian Moldavian Republic, Nagorno-Karabakh Republic, Republic of Abkhazia, Republic of Somaliland, Republic of South Ossetia, Turkish Republic of Northern Cyprus, Republic of China (Taiwan), Sahrawi Arab Democratic Republic, Republic of Artsakh;
• businesses or businesses with persons subject to international/national sanctions, suspected or convicted of terrorism, financial crime, or any other offense; 
• arms, weapons or munitions; 
• security and riot control equipment such as stun guns, electronic restraining devices, CS gas or other similar materials, pepper sprays or any other device that could lead to the abuse of human rights or be utilized for torture or which may otherwise be used in an offensive manner;
• dangerous or hazardous biological, chemical or nuclear materials including equipment or machinery to manufacture or handle such materials and the transportation, handling, disposal or dumping of such materials; 
• mercenary or contract soldiering; 
• technical surveillance or bugging equipment and industrial espionage;
• genetic material; 
• human or animal organs, including blood and plasma; 
• the abuse of refugees or human rights; 
• pornography;
• adoption agencies, including surrogate motherhood; 
• drug paraphernalia;
• pyramid sales; 
• the provision of credit cards; the provision of degrees or qualifications.

3.4. Under no circumstances will we provide services to persons: 

• who are undischarged bankrupts or are otherwise disqualified from acting as a director or company officer or who have been imprisoned or found guilty of any criminal offense;
• prohibited under the laws of any country for whatsoever reason or who may otherwise be legally incapable or disqualified from being party to a contract. 

3.5. Please note, that if during the provision of services it turns out that the Client falls under one of the above lists (clauses 3.1, 3.3-3.4), the Contract for Legal Services with such Client will be immediately terminated without any refund.

4.1. We provide legal services to the Client or people designated by the Client in line with the terms of the Contract for Legal Services. We will choose the precise way and terms of providing legal services, and the Client will not be is not entitled to insist that we follow the Client’s explicit instructions if this strategy contradicts the norms of the law, gives rise to a conflict of interest for the Law Firm, violates the norms of morality, ethics, other social and legal norms that the Law Firm considers important or which are considered mandatory for the Law Firm and/or the Client.

4.2. When the Legal Firm and the Client enter into the Contract for Legal Services, we will agree on the specific type and scope of the legal services that we will offer to the Client. If both parties agree, the nature and scope of the legal services may be changed throughout the course of the services’ performance.

4.3. The list of Ordered services to be agreed upon by written agreement in the order, invoice, contract / or by agreement in another communication channel (including email, telegram or any other messenger, by reaching an oral agreement).

4.4. When we decide who will provide legal services to a specific Client, we take into account the wishes of the Client as well as the expertise, experience, workload, etc., of employees and attorneys of MANIMAMA.

4.5. In providing legal services, the Law Firm should utilize its best efforts to obtain the result requested by the Client while adhering to professional ethical rules. Please note, that the Law Firm cannot promise that the desired outcome will be obtained.

4.6. The Law Firm shall inform the Client of all material circumstances related to the provision of legal services, in particular those that may cause the Client to change the instructions, and, at the request of the Client, shall provide the Client with information on the performance of the Contract for Legal Services.

4.7. The Client shall cooperate with the Law Firm in relation to the Client’s assignment, incl. by providing the Law Firm with accurate and complete information and documents, as well as with additional explanations at the request of the Law Firm. Please note, that if you fail to provide us with the data necessary for carrying out the assignment or other information necessary for providing legal services, we will have the right to suspend (suspension of the Contract for Legal Services may affect on terms of obtaining final outcome) or cancel the performance of the Contract for Legal Services.

4.8. The Law Firm is authorized to do any legal acts required to effectively carry out the Client’s assignment when providing legal services. A power of attorney granted by the Client to the Law Firm must be appended to the Contract for Legal Services if necessary.

4.9. The Law Firm should retain a file comprising all documents pertaining to the supply of legal services to the Client. Documents and other data mediums can also be electronically saved. The Law Firm should segregate materials related to the Client’s case from other papers and materials and shall guarantee their preservation and confidentiality (for more detailed information see Section 6).

4.10. The Law Firm must provide to the Client the work completed under the Contract for Legal Services and return the Client’s files, documents, and other materials. If the Client fails to meet his/her obligations to the Law Firm, including the responsibility to pay for the legal services supplied, the Law Firm has the right to withhold the work completed and/or the documents provided by the Client or created or gathered for the Client.

4.11. The legal services (the work) is considered accepted if within 5 (five) calendar days after the transfer of provided legal services to the Client, the Client has not challenged the results. The term of acceptance may be changed by mutual agreement of the Parties.

5.1. The MANIMAMA Law Firm is subject to the rules of the Money Laundering and Terrorist Financing Prevention Act of Estonia (“Act”). According to §47 of the Act, Law Firm is under an obligation to collect and store Clients’ identity information for five years. Whilst we respect the confidentiality of our Clients, we are obliged by law to obtain the following information, specified in Table #1 below.

5.2. According to §2 of the Act, the Law Firm must obtain the data listed below in cases where the Client guides the planning or making of a transaction or makes an official operation or provides an official service related to:

5.2.1. the purchase or sale of an immovable, business or shares of a company;

5.2.2. the management of the customer’s money, securities or other property;

5.2.3. the opening or management of payment accounts, deposit accounts or securities accounts;

5.2.4. the acquisition of funds required for the foundation, operation or management of a company;

5.2.5. the foundation, operation or management of a trust, company, foundation or legal arrangement.

Table #1

REQUIRED DOCUMENTS	PRIVATE CLIENTS
Proof of Identity	Current Valid Passport Current Valid National ID Card
Proof of Address (you can choose only one of them; document must be dated within the last three months)	Original utility bill (a telephone bill [mobile telephone bills are not acceptable], electricity etc.) Original bank or mortgage statement from a recognized bank Original credit card statement  Original bank reference, confirming the home address, from a recognized bank

REQUIRED DOCUMENTS FORCORPORATE CLIENTS

Certificate of Incorporation or equivalent Memorandum and Articles of Association or equivalent Certificate of good standing A written statement signed by the ultimate beneficial owner that he/she is a person, who exercises actual ultimate control over the corporate entity irrespective of the ownership or control structure (must be an individual) Register of shareholders, members, directors, officers Registered office address Bank reference

5.3. Please note, that you only need to provide us with a copy of the documents. All copies must bear a clear photograph and the holders’ signature. The copy also must be certified by a notary public, a lawyer, a banker or another professional person. The person making the certification must be a member of a professional organization that publishes certified lists of its members and the professional body must be clearly identified under their signature. 

5.4. The documents may be sent via e-mail or via specific online software to us for review but the originals or apostilled copies when applicable must be sent to us by courier or mail and regretfully we cannot undertake work until the originals have been received. All documents must be in English or if not then a translation from an independent and accredited translator should be attached.

6.1. Subject to the Estonian law and the provisions of these Business Terms, the Law Firm will keep confidential Client information that becomes known to the Law Firm while supplying legal services in line with the rules of professional conduct.

6.2. If necessary for the supply of legal services, or if the obligation derives from the law, the Law Firm may disclose to third persons (including notaries, translators, banks and state authorities) confidential information and documents regarding the Client without separate consent from the Client. If the Client instructs the Law Firm to use the services of other service providers for supply of legal services or if the Client agrees to the use of other service providers suggested by the Law Firm, the Law Firm may, unless clearly agreed otherwise, disclose to them such confidential information and materials as the Law Firm considers necessary for the overall performance of the Contract for Legal Services.

6.3. The Law Firm is also entitled to disclose information entrusted to it by the Client and/or relating to legal services supplied to the Client by the Law Firm in the course of internal review and/or professional investigation either in disciplinary or ethics procedures, when the review or investigation is conducted under the rules of the Local Bar Association.

7.1. Legal fees are set depending on a variety of factors. Fees will be determined by the amount of time spent, the professional knowledge and skill of the MANIMAMA’s lawyers engaged, the complexity of the assignment and its significance to the Client, the values involved, the outcome, and the liabilities associated with resolving the case. 

7.2. In addition to legal fees and overhead charges, the Client shall reimburse the Law Firm for any and all expenses and direct costs paid by the Law Firm for the Client in connection with the provision of the legal services, including but not limited to state fees, notary charges and other payments made for the Client, transportation and accommodation expenses, translation costs, costs of professional assistance and use of equipment as well as other expenses incurred by the Law Firm beyond the ordinary course of legal service.

7.3. When completing an assignment, it might be difficult to predict the entire price. However, upon request, we will provide Clients with a reasonable estimate as well as information on expected expenses and disbursements, and we will notify the Client as soon as possible if the final charge is going to exceed the estimate.

7.4. Fees for the Legal services to be paid as follows: 

a) Parties agree a fixed fee and payment is made against  a relevant invoice;

Invoicing will take place before the start providing Services as well as when the Services have been provided and mailed to the Client’s specific email address. 

Advice on a continuous basis and long-term assignments will be invoiced at appropriate intervals, monthly or quarterly unless otherwise agreed. 

Term of payment is 5 (five) banking days from the date of invoice or not later than the date specified at the Invoice, and VAT can be added in accordance with applicable rules. 

If the Client fails to pay the Invoice when due, the Law Firm is entitled to charge late payment interest at the rate of 1% of the amount outstanding per each day the payment is overdue. If the Invoice is not paid within 30 calendar days of the specified date, the Client may be charged a finance charge computed at the periodic rate of fifteen percent (15%) per calendar month. 

If full payment on the final Invoice is not received within 60 calendar days of the date specified at the invoice, the Law Firm may elect to enforce the obligation through legal process. Any statement will be deemed to be accepted and affirmed by the Client unless objected to in writing within thirty (30) days of the date of the Invoice. Failure to do so constitutes a waiver of objection, and the fees will be deemed due and owing. The Client agrees to pay any and all fees and costs incurred in the collection and enforcement of the Contract for Legal Services including, but not limited to, attorney fees.

b) without Parties preliminary agreement – at the rate of EUR 300  (three hundred) per hour. 

In case if prepayment in the amount of EUR 5,000 (five thousand) or less was deposited (Deposit amount), such Deposit amount to be placed at Client’s balance/account with the Law Firm and can be used to cover future bills, charges for Legal services according to the Law Firm’s prices, but not less than at the rate of EUR 150 (one hundred fifty) per hour. The deposit amount is non-refundable and can be used to cover the costs of Legal Services.

The Law Firm agrees to accept this Deposit Amount, and the Client realizes that these funds will be stored in the Legal Firm’s bank account or on the Legal Firm’s cryptocurrency wallet, not on the Client’s interest trust account. No interest is accrued on the Deposit Amount, providing additional income of the Client. 

The Deposit amount can be replaced by the fixed fee in another amount agreed by the Parties in the invoice.

7.5. In the event that the Law Firm suspends or cancels the performance of the Contract for Legal Services, the Law Firm is entitled to receive Fees for the Legal services already provided according to the provisions of clause 7.4.b) above.

7.6.  If the Client ordered an agreed Services with a fixed fee and during the provision of agreed Services changes his  mind  for any reason or  due to circumstances beyond the Law Firm’s control, refuses ordered Services, the Law Firm will recalculate ordered Service’s cost according  to  the hourly-rate basis and Invoice the Client for for the actual time spent. The invoiced amount may be withdrawn from the Deposit amount. 

7.7.  The Client will make all payments in EUR, or cryptocurrency (such as USDT or BTC) via wire transfer to a bank account or cryptocurrency wallet as specified by the Law Firm in the invoices. The Parties shall each bear the cost of any and all bank charges or other expenses flowing from or connected to the transfer of money, each according to the jurisdiction where they reside or are registered. The Client may designate a third party to process any payments to the Law Firm.

8.1. The Contract for Legal Services usually terminates once the Law Firm has carried out the assignment set out in the Contract.

8.2. The Client is entitled to cancel the Contract for Legal Services at any time, giving the Law Firm written notice thereof within 10 (ten) days. 

8.3. The Law Firm may, on its own initiative, suspend and/or cancel the performance of the Contract for Legal Services if:

8.3.1. a conflict of interests arises in the course of carrying out the Client’s assignment;

8.3.2. the Client fails to perform an obligation arising from the Contract for Legal Services or breaches any of the material conditions of the Contract;

8.3.3. the Client does not follow the instructions given by the Law Firm or acts in another manner that indicates clearly that the Client has lost confidence in the Law Firm or the attorney providing legal services;

8.3.4. the Client gives the law firm instructions that damage the interests of the Client or are clearly of no use for carrying out the assignment and, although the Law Firm has brought such fact to the attention of the Client, the Client still insists that the instructions be followed;

8.3.5. regardless of repeated reminders by the Law Firm, the Client fails to provide the data and/or information necessary for providing legal services under the Client Contract within a longer period of time and, as a result, the provision of legal services is hindered or impossible;

8.3.6. the Client has failed to pay the fees according to the terms and conditions agreed on;

8.3.7. the Client participating in a transaction relating to economic or professional activities fails to submit the required documents or relevant information regardless of respective requests, or the documents or data submitted do not dispel the suspicion of the Law Firm that the aim of the transaction or business relationship could be money laundering or terrorist financing;

8.3.8. the Law Firm identifies any activity or circumstance in the Client’s economic or professional activities or official act which might be an indication of money laundering or terrorist financing or which gives rise to a suspicion that it might constitute money laundering or terrorist financing.

8.4. The Law Firm can also cancel the performance of the Contract for Legal Services for any reason by serving 14 (forteen) calendar days prior written notice to the Client.

9.1. The parties and the attorneys providing legal services shall be liable for a breach of their obligations under the Contract for Legal Services and for any damage caused in the provision of legal services only in the case of gross negligence or intent.

9.2. Neither the Law Firm nor the attorneys providing legal services are required to verify or confirm the veracity of any information provided by the Client to the Law Firm. Neither the Law Firm nor the attorneys providing legal services shall be held accountable for the correctness of the Client’s information.

9.3. If it becomes necessary to use the professional assistance of experts, consultants, specialists, etc., from other fields in the course of providing legal services to the Client, neither the Law Firm nor the attorneys providing legal services will be held liable for the accuracy of such external specialists’ analyses, opinions, explanations, or other information.

9.4. Neither the Parties nor attorneys providing legal services shall be held liable for any financial consequential losses, including operation loss, loss of data, loss of profit, loss of goodwill, degradation of image, etc. or other types of indirect loss.

10.1. The Parties shall be released in part or in full from the performance of the obligations arising from or in connection with these Business Terms if it is inhibited by force majeure; whereas, the Law Firm shall be obligated to take every measure to prevent causing of damage to the Client and to ensure the execution of the Business Terms to the fullest extent possible. The occurrence of force majeure shall be proved by the Parties to be relieved from the liability arising from the law and/or provided for in the Business Terms for the failure to perform or nonconforming performance of the obligations assumed with the Business Terms.

10.2. Force majeure for the purposes of the Business Terms is fire, flood, theft and situations corresponding to the concept of the Law of Obligations Act. Force majeure for the purposes of the Business Terms is not a change in the economic situation of the Parties, increase in prices, holiday, bankruptcy, bankruptcy caution or securing of an action.

10.3. The Parties shall immediately inform of the occurrence of force majeure the relevant bodies who have the right to officially document the situation and take necessary measures (the Rescue Board, the police).

10.4. The Parties shall be obligated to immediately inform one another in writing of the occurrence of force majeure.

10.5. Upon the occurrence of force majeure the Parties shall agree on the change in the time-limits for the provision of the service according to the duration of the said circumstances. If the duration of force majeure exceeds two (2) calendar months, the Party shall have the right to cancel the Business Terms.

11.1. These Business Terms shall be governed by Estonian law, i.e. the final applicable law shall be Estonian law, and the disputes shall be resolved in accordance with Estonian law.

11.2. The Parties will endeavor to resolve the disputes arising from these Business Terms by negotiation. If the disputes arising from Business Terms cannot be resolved through negotiations between the Parties, disputes shall be settled in the Harju County Court or in case of expedited procedure of orders of payment in the Pärnu County Court.

12.1. The Law Firm may unilaterally amend these Business Terms at any time by publishing a new version of the contract on its website.. The official website of the Law Firm https://manimama.eu/. New version of these Business Terms is considered accepted by the Client, if within 3 (three) days from the moment of its publication on the Law Firm’s website the Client does not terminate the Business Terms in line with Clause 8.2 of the Business Terms.

 12.2. If the Client continues to use the Services after the Law Firm makes changes to the Business Terms, it means his/her acceptance of the new and/or revised Business Terms.

12.3. The Client agrees and understands his/her  responsibility to check the relevance and updates of the text of these Business Terms.

13.1. Law firm operates in association with affiliated entities, further enhancing our ability to provide comprehensive legal services. Doing business as “Manimama”, these entities collaborate closely with our firm and operate under our name, adhering to the same high standards of professionalism and expertise. Among our affiliated entities, we have a Lithuanian-based company “UAB Manimama Exchange”, authorized as virtual assets service provider and specializing on virtual assets exchange services and virtual assets wallet, Estonian based Law firm Manimama OU and Ukrainian Attorney at Law – Ganna Voievodina, and these entities operate in collaboration with each other and are collectively referred to as MANIMAMA. This partnership allows us to offer additional support and expertise in various business areas, complementing our legal services. By leveraging these affiliations, our Law firm aims to provide a broader range of services and ensure that our clients receive comprehensive and tailored solutions to their legal needs.

13.2. We recognize the importance of providing comprehensive legal services that extend beyond geographical boundaries. To fulfill this commitment, we have established relationships with reputable law firms, legal practitioners, and attorneys in various jurisdictions worldwide. These affiliated entities operate in partnership with our Law firm, allowing us to effectively address our clients’ legal needs on an international scale. In certain cases, where local expertise or representation is required, we may engage our affiliated entities as subcontractors to ensure seamless and efficient delivery of services. This collaboration enables us to leverage their specialized knowledge and understanding of local laws, regulations, and practices, thereby providing our clients with comprehensive legal support in specific jurisdictions. Our network of affiliated entities includes reputable law firms, legal practitioners, and attorneys in jurisdictions such as Cyprus, Lithuania, Croatia, Estonia, Bulgaria and beyond. By leveraging these partnerships, we act as intermediaries, connecting our clients with the most suitable legal experts in the respective jurisdictions.

Furthermore, as part of our commitment to meeting our clients’ diverse legal requirements, we may also engage in a general contractor role, coordinating and overseeing the work performed by subcontractors. This ensures streamlined communication, effective project management, and the delivery of high-quality legal services to our clients.

   14.1. Invalidity, ineffectiveness or loss of binding nature of any provision or clause of these Business Terms shall not affect validity, effectiveness or binding nature of any other provision or clause of  these Business Terms, which shall remain in full effect.

14.2. These Business Terms are composed in English, Ukrainian and Russian. In case of differences, the English version shall prevail.

14.3.  Law Firm`s privacy policy, cookie policy, AML policy, any and all notices, notifications, policies, warnings and disclaimers are  an integral part of these Business Terms and constitute the entire agreement between Client and the Law Firm.