General Terms and Conditions

1. Introduction

1.1. When you request us to advise you on a particular matter, we will send you a letter (“the Engagement Letter”) confirming the instructions. According to these terms and conditions of business, “we” or “us” refers to FM Capital Consulting AS (“FMCC”).

1.2. The Engagement Letter, together with our general terms and conditions of business that appear below, constitute the “Engagement Terms” and form the contract between the parties that regulate our services. Acceptance of the commencement of the provision of services shall be deemed to be acceptance of our engagement terms.

1.3. Our agreement to provide services may be varied by agreement during the course of the matter. In the event of any inconsistency between our Engagement Letter and these terms and conditions of business, the Engagement Letter shall prevail.

2. People responsible for work

2.1. The services are provided by FM Capital Consulting AS, registry code 10021807, registered office located at Jõe 4c, 10151 Tallinn, Estonia (hereinafter “FMCC”).

2.2. The person receiving the services is physical or legal person with whom FMCC provides the services (hereinafter the “Client”).

2.3. FMCC is the Estonian limited liability company which is a body corporate and which has “shareholders”. However, our shareholders prefer to use the title of “partner” in our dealings with our clients and accordingly, when we refer to a person being a “partner” this means the person who is a member of FMCC. The shares of FMCC is registered in open stock exchange in Estonian (NasdaqQX).

2.4. The contract under which our services are provided to you is with FM Capital Consulting AS and, otherwise, with associated Partner of FMCC which is registered in Great Britain with the name FM Capital Consulting Limited, registry code 03963837, registered address 2 Victoria Chambers, Luke street, London, EC2A 4EE, England. They may assist during the course of our work to Client. If we have to change in this point for any reason, we will notify the Client promptly.

3. Instructions and Scope of Engagement

3.1. We shall be entitled to act on the instructions of any of Client’s apparently authorized employees or agents and to rely on any information provided to us by such employees and agents.

3.2. We shall carry out our engagement as recorded in the Engagement Letter(s). We shall not be responsible for any failure to advice or comment on any matter which falls outside the scope and limitations of our engagement and will have no responsibility to you to update any advice for events or changes in law which take place after the advice has been given.

3.3. Our services could include tax advice on, or the tax implications of, any instruction or course of action unless this is expressly agreed in writing at the outset, or during the course, of a matter. We do not accept any responsibility if we do not advise to the Client in this matter directly and will not be liable for losses which arise as a result of any failure to seek tax advice outside.

3.4. Advice rendered by us is provided for the Client benefit and solely for the purpose of the instruction to which it relates. It may not be used or relied on for any other purposes or any person other than the Client without our prior written concern.

4. Fees and expenses

4.1. FMCC charges the fee to the Client for providing the services (hereinafter the “Fee”). FMCC will do the best at the outset to give to the Client an estimate of the likely overall cost in relation to a matter. There are, of course, many variables which come into play and therefore FMCC will provide to the Client with an estimate based upon the information FMCC has at any particular stage. Unless our Engagement Letter states otherwise, any estimate or quotation of costs FMCC gives to the Client is only a guide to assist in budgeting and should not be regarded as a firm quotation or a fixed or capped fee. FMCC shall do its best to notify the Client in the good manner if any estimate of time and/or fees that FMCC has given to the Client needs to be changed as a result of a change in circumstances.

4.2. FMCC’s charges are primarily based upon the time which FMCC or the employees and staff spend dealing with Client’s matter including meetings with Client and others; any time spent in traveling; considering, preparing and working on papers; correspondence (whether written or electronic); and making and receiving telephone calls. The hourly applied charging rate will be confirmed in the Engagement Letter. If there is to be a change in the hourly rates applicable to Client’s matter, the Client will be notified in written form and the Client will then be bound by them. If the Client do not accept the new rates after review, FMCC reserves the right not to continue acting for the Client.

4.3. In addition to the Fee and overpaid charges, the Client shall reimburse to FMCC for any extra costs paid by FMCC for the Client in connection with the provision of the services, such as, government fees, notary fees, provisional tax and tax levy paid by FMCC on behalf of the Client. We will notify the Client in advance of any significant disbursement to be incurred on the Client’s benefit and for which payment is due in advance.

4.4. These rates take into account a number of factors which include the complexity of the issue, the speed at which action was to be taken; the expertise or specialist knowledge which the case requires and, if appropriate, the value of the property or subject matter involved. Accordingly, the rate may be increased if, for example, the matter becomes more complex than expected. If the scope of the work changes or our assumptions change, we will discuss a revised fee arrangement or estimate with you.

4.5. Routine letters and e-mails that FMCC exchanges with the Client or in according with the Client’s deals provision laid out on the frame of FMCC hourly rate fee, if there are not essentially exceeding the time spent on them. More exceeding letters, e-mails and telephone calls will be charged on a time basis. Please, be alerted to the fact that regular emails that need attention tend to increase costs significantly. FMCC encourages all clients to use e-mail sparingly as cost estimates can be rapidly exceeded.

4.6. The charges quoted are exclusive of VAT which will be added where appropriate.

4.7. We review charges annually, usually from May, 1.

5. Commission

If commissions are received as a result of any work is carrying out for benefit of the Client, FMCC will credit the Client with the commission.

6. Invoicing arrangements

6.1. FMCC will send to the Client the invoice after completion of the matter or in advance. However, it is likely that FMCC will also render interim invoices to the Client at regular intervals until the matter is concluded. If a payment on account has been made by the Client, this will be utilized towards satisfying interim invoices issued. Any balances held will remain as general money on account of fees and disbursements to be incurred FMCC may also request you to make further payments on account from time to time.

6.2. The invoices issued by FMCC are due for payment on delivery and FMCC will be entitled to claim interest at the rate of 4% above the base rate of EURIBOR if any of them are not discharged within 30 days after the date the invoices are sent to the Client.

6.3. If the Client has any queries about invoice received please contact the person who sent it as soon as you receive it. The Client may have a right to object to the invoice by making a complaint.

7. Liability

7.1. FMCC and its staff are not obliged to verify the accuracy and completeness of any information and materials that the Client entrusted to FMCC.

7.2. FMCC and its staff are not obliged for indirect negative consequences emerged by inaccuracy of information and documents provided by the Client or losses occurred of the insufficiency instructions from the Client.

7.3. FMCC and its staff are not obliged for any losses of profit or damage caused by the business interruption of the Client.

7.4. FMCC and its staff are not obliged for the quality of any services provided by other parties engaged with the prior consent of the Client.

8. Money Laundering Precautions

8.1. Pursuant to the Money Laundering and Terrorism Financing Prevention Act, FMCC shall carry out the “Due Diligence” procedure with the Client and in the frame of the Act. FMCC shall identify the Clients and the persons representing the Client and ultimate beneficial owners. FMCC shall collect and store the data concerning to the Client.

8.2. FMCC has all the right issuing from the Money Laundering and Terrorism Financing Prevention Act and other acts issued on the basis thereof. FMCC may be obliged to decline to provide services or to interrupt its business relationship with the Client, if the Client’s deals will be suspected with money laundering or terrorism financing.

8.3. During the Identification procedure FMCC may need to obtain formal evidence of person’s identity. This may be necessary even though FMCC has acted for the Client before, or even if the Client is known personally to a member of staff. FMCC will tell the Client, if such evidence is necessary, but it may help us if the Client is able to bring evidence to our first meeting. Normally, the evidence FMCC request is your passport, plus two or more documents to establish your address, such as recent utility bills, council tax statements, or bank statements not being more than three months old as proof of address. In certain circumstances FMCC may carry out searches to verify your identity and proof of address.

9. Confidentiality

9.1. FMCC has always sought to keep client’s affairs confidential. However, recent legislation on money laundering and terrorist financing has obliged us under a legal duty in certain circumstances to disclose information to the RAB (Rahapesu Andmebüroo). If FMCC knows or suspects that a transaction on behalf of a client involves money laundering, FMCC may be required to make a money laundering disclosure. If, whilst FMCC is acting for Client, it becomes necessary to make money laundering disclosure, FMCC may not be able to inform to the Client that a disclosure has been made or of the reasons for it.

9.2. If FMCC makes the correspondence by electronic means, the Client knows and takes responsibility for the risk in the use of electronic communication: messages may get lost, confidential and personal data may be intentionally or unintentionally changed, stolen or revealed to the third persons. FMCC takes measures to prevent such risks but shall not be liable for such risks.

10. E-Mail

10.1. FMCC may communicate with the Client by email, unless the Client requests FMCC not to do so. Documents sent to the Client by email (whether or not containing confidential information) will not be encrypted unless the Client requests FMCC, in writing, to encrypt outgoing email and FMCC are able to agree with Client and implement mutually acceptable encryption standards and protocols.

10.2. It is Client’s responsibility to protect them system from viruses and any other harmful code or device. FMCC tries to eliminate them from emails and attachments, but FMCC accepts no liability for any which remain. FMCC may monitor or access any e-mails sent to.

11. Termination

11.1. The Client may terminate the cooperation with FMCC on any or all of Client’s matters at any time by written notice issued to FMCC. FMCC may keep all of your papers and documents whilst there remains any unpaid charges or expenses due to on any matter.

11.2. FMCC has the right to cease acting for the Client if there is good reason, for example, if the Client does not pay an interim bill or money requested on account of charges, or if the Client fails to give us proper instructions or your instructions conflict with our rules of professional conduct, or there is a conflict of interests, or the Client is taking part in transactions relating money laundering or terrorist financing or FMCC and the Client do not reach an agreement regarding the fee as set out in clause 4.4.

11.3. If the Client or FMCC decide that they are no longer acting, the Client will be responsible to pay all outstanding fees, expenses, disbursements and VAT (including those not yet in invoices) to the date of termination.

12. Retention of deeds and documents

12.1. At the conclusion of a transaction, FMCC will store documents and deeds on the Client’s behalf for a reasonable period of time which is depended of the claims of Law. For instance, the bookkeeping records and documents will be held for 7 (seven) years. Such papers or files may be stored in an electronic form. This service is currently free of charge. FMCC do not always store clients’ deeds and documents on our own premises but sub-contract out our storage facilities to independent third parties.

12.2. FMCC also reserves its right to destroy clients’ files and papers after a reasonable period, without prior notice to clients, unless FMCC receive a written request from you during this period. At Clients’ request FMCC will return any papers or property belonging to the Client which are not subject to a lien or otherwise being stored for safekeeping or FMCC shall hold the documents and papers in the frames of the suspicion of the Client in money laundering and terrorist financing.

12.3. If FMCC retrieves documents or papers from storage in relation to continuing or renewing instructions from Client, FMCC will not normally charge the direct cost for removal from storage. However, in all other cases, FMCC reserves the right to make a charge for the retrieval or delivery of any stored files, papers or deeds or a charge based on the time FMCC spends reading stored files, papers of deeds, writing letters or other work necessary to comply with clients’ instructions.

13. Data Protection

13.1. FMCC shall process personal data in accordance with legislation applicable to the kind of services are rendered by FMCC. FMCC will be the data controller of clients’ personal data and is the subject to the EU GDPR (General Data Protection regulations) 2016/679 and any locally applicable data protection laws.

13.2. While submitting any data to FMCC, the Client shall concern for processing of personal data by the FMCC. In this way, FMCC will collect, control, manage, store, transmit and destroy the Personal Data of the Client.

13.3. In providing services, FMCC will use third parties, such as, banks, notaries, registered agencies, auditors, and solicitors, accountants within or out of European Community. FMCC uses of the client’s’ concern for permission to manage the Personal Data on their behalf to third parties regarding to GDPR.

14. Application of these terms

14.1. If the Client is continuing instructions to FMCC that will be considered that Client accepts these terms of business with FMCC. These terms supersede any earlier terms of business that FMCC may have agreed with clients and, in the absence of express agreement to the contrary, will apply to the services referred to in the Engagement Letter accompanying these terms and all subsequent services FMCC may provide to clients. If it is necessary at any time to amend or supersede these terms with new terms FMCC will notify to clients of the changes. Unless we hear from you to the contrary within 14 days after such notification, the amendments or new terms will come into effect from the end of that period.

14.2. Each contract between FMCC and the Client shall be subject to and governed by the Estonian Law. Any dispute arising from or under our contact with clients shall be subject to the exclusive jurisdiction of Estonia.