2. The meaning of the following words and expressions used in these Terms and Conditions, in the Letter of Engagement or Legal Services Agreement, shall be as set out below:

2.1. Services – the services to be delivered by the Law Firm under the Engagement Letter/Legal Services Agreement.

2.2. Law Firm – Panev and Partners Law Firm, BULSTAT No. 177135218, reg. No. 2700045210 in the Register of Law Firms, kept by Sofia Bar Association, with registered address 1309 Sofia, 133 Todor Alexandrov Blvd., floor one, office three

2.3. Assignor – the addressee of the Engagement Letter or the Client under the Legal Services Agreement, which refer to the present General Terms and Conditions.

2.4. Services Agreement – these General Terms and Conditions and the Engagement Letter or the Legal Services Agreement, together with any documents or other terms applicable to the Services (“Additional Terms”) to which specific reference is made in the Engagement Letter or the Legal Services Agreement.

2.5. Other Beneficiaries – All affiliated companies, personnel, or representatives of the Assignor if such a person or organization is a recipient or beneficiary of the Services or any other product thereof and any and each person or organization which the Law Firm and the Assignor agree may be so treated.

3.1. The Services Agreement sets out the entire agreement and understanding between the Law Firm and the Assignor in connection with the Services and supersedes any prior agreements, understandings, arrangements, statements, or representations, relating to the Services.

3.2. Any modifications or variations to the Services Agreement shall be valid only if made in writing and signed by an authorized representative of each of the parties hereto.

3.3. In the event of discrepancy between the engagement letter or legal services agreement and other elements of the services agreement, the engagement letter or legal services agreement shall prevail. In the event of any discrepancy between these General Terms and Conditions and the Additional Terms that may apply, the Additional Terms shall be legally binding and valid.

3.4. Each clause or term of the Services Agreement constitutes a separate and independent provision. Should any of the provisions of the Services Agreement be judged by any court or authority of competent jurisdiction to be void or unenforceable, the remaining provisions shall continue in full force and effect.

3.5. Failure of the Law Firm to exercise any right under the Service Agreement shall not be considered a waiver of this right or any other rights that the Law Firm has under the Service Agreement.

3.6. The parties accept that the Service Agreement has been concluded intuitu personae (regarding the person) and the rights and/or obligations under the Service Agreement may not be transferred to third parties, except by express agreement between the parties.

3.7. The Service Agreement shall enter into force from the date of signing by the Assignor an Engagement Letter or a Legal Services Agreement. These Terms and Conditions will also apply to services provided to the Assignor prior to the date on which the Engagement Letter or the Legal Services Agreement is signed.

3.8. If the Assignor is a legal entity, the representative who signs the Engagement Letter or the Legal Services Agreement declares that he has the right to represent the Assignor. In addition, he declares that he has received all approvals necessary to sign the Engagement Letter or the Legal Services Agreement, if such are necessary under the internal rules of the organization he represents.

4.1. The type and scope of the Services that the Law Firm has undertaken to provide are specified in the Engagement Letter or the Legal Services Agreement.

4.2. The Law Firm undertakes to provide the services professionally and with due care.

4.3. If this is applicable, the expected date of performance of the Services and provision of the Result is indicated in the Engagement Letter or the Legal Services Agreement.

4.4. If the parties hereto has agreed on a schedule with the Engagement Letter or the Legal Services Agreement and it is necessary the Assignor to provide the Law Firm with information, documents or assistance on a particular issue and the Assignor is delayed in providing the specified information, documents or assistance, all deadlines on the schedule will automatically be extended for as long as the Assignor’s delay lasts.

4.5. If other circumstances arise that may affect the Law Firm’s ability to comply with the agreed schedule, the Law Firm shall, after consulting the Assignor, offer it an updated schedule.

4.6. Unless otherwise agreed in the Engagement Letter or in the Legal Services Agreement, the time limits contained in the schedule are intended only for the purposes of planning and organization of work and are not contractually binding.

4.7. The Law Firm may assign its obligations to a third party which it considers competent to perform the assigned task, being responsible to the Assignor for the quality and timely performance of the assigned tasks.

5.1. After performing the Services, the Law Firm will provide the Assignor with a written opinion, legal opinion, report or other document or oral presentation as specified in the Engagement Letter or in the Legal Services Agreement.

5.2. Any product of the Services of the Law Firm, which is provided to the Assignor in any form or medium, is intended for use only by the Assignor and only for the purposes for which it was provided. Except as provided by law, it may not be copied, forwarded, or disclosed, in whole or in part, without the prior written consent of the Law Firm.

5.3. Any advice, opinion, forecast, or recommendation provided by the Law Firm as part of the Services will not be regarded as a guarantee that the Law Firm has made a commitment regarding the occurrence of future events or circumstances.

5.4. The Law Firm is not obliged to update advice, reports, or other products of the Services, oral or written, in view of events occurring after the respective product has been submitted to the Assignor in accordance with the procedure provided herein.

5.5. In cases where other beneficiaries are identified in the Engagement Letter or in the Legal Services Agreement, by receiving the product from the Services, the latter will be considered bound by the terms of the Service Agreement, including these General Terms and Conditions.

5.6. Unless otherwise expressly agreed in the Engagement Letter or in the Legal Services Agreement, when providing the Services, the Law Firm will use the information and documents provided by the Assignor without being obliged to conduct verification from other sources.

5.7. Notwithstanding the obligations and responsibilities of the Law Firm with respect to the Final Product of the Services, the Assignor is fully responsible for:

5.7.1. the management and functioning of its business and personal affairs that may be in any way related to the Services;

5.7.2. the choice to what extent the Assignor wishes to rely on or apply advice or recommendations or other product from the Services provided by Law Firm and the consequences of such implementation or following;

5.7.3. making any decisions based on the Final Product provided by the Law Firm.

5.8. The legal services provided by the Law Firm are based on the facts of the specific assignment assigned by the Assignor, as provided by the Assignor. The Law Firm is not responsible for the Services provided if it has not received the full amount of the necessary information and / or documents.

5.9. Legal services include only the provision of legal aid within the framework of the terms of reference agreed with the Assignor. Legal services do not include or constitute advice in other areas (such as financial, accounting, environmental, technical, or other advice).

5.10. The lawyers and employees of the Law Firm are qualified to provide legal services only in connection with the law in the Republic of Bulgaria and EU law. Based on their general experience in the relevant field of law, the Lawyers and employees of the Law Firm may consider or give opinions on issues related to other jurisdictions, but this does not constitute the provision of legal services and neither the Law Firm nor its lawyers and employees bear any responsibility for the correctness of such opinions.

6.1. The Assignor is obliged:

6.1.1. to provide the Law Firm in time with all documents and information for which the Law Firm has informed the Assignors that are necessary for the provision of the Service;

6.1.2. to make all reasonable efforts to obtain and provide the Law Firm with all documents and information that the Assignor does not have, but of which the Law Firm has informed the Assignors that are necessary for the provision of the Service;

6.1.3. immediately inform the Law Firm about any event or development that may be relevant to the provision of the Services.

6.1.4. to notify the Law Firm about the persons authorized to provide information and/or to request services from the Law Firm under the terms of the Service Agreement. In the event that the Law Firm is not explicitly notified in writing of the names and contact details of the above-mentioned persons, it will be allowed to accept instructions or requests or instructions or information provided orally or in writing by any person for whom, in the exercise of the good will, the Law Firm may assume that it is authorized by the Assignor to communicate with the Law Firm for the purposes of the Service Agreement.

6.1.5. to perform the pecuniary obligations arising from this Agreement, strictly under the terms and conditions specified in the Engagement Letter or the Legal Services Agreement.

6.1.6. to provide all necessary information and documents regarding the assignment and to inform the Law Firm about the circumstances that change or may change while providing the Services.

6.1.7. to accept the Final Product and immediately notify the Law Firm of its notes and comments on the Final Product. If the Assignor fails to notify the Law Firm of comments and comments within three days of receipt of the Final Product, the legal services shall be deemed to be finally accepted.

6.1.8. to authorize the Law Firm, in the appropriate form, to fulfill the obligations assumed under the Services Agreement.

7.1. Unless otherwise agreed, the remuneration for the Services is formed based on the time necessary for the performance of the Services, as well as the nature and complexity of the Services.

7.2. If the Engagement Letter or the Legal Services Agreement does not specify another amount of remuneration, the amount of the remuneration is the double amount of the minimum remuneration specified in Ordinance No 1 of the Supreme Bar Council on the minimum amounts of lawyers’ fees at the date of occurrence of the obligation to pay.

7.3. The Law Firm may unilaterally change its hourly rates under an already concluded Services Agreement and is obliged to notify the Assignor not later than 30 days before the date on which the changed hourly rates begin to apply.

7.4. In the cases under the preceding paragraph, the Assignor may terminate unilaterally and without notice the Services Agreement not later than the date on which the changed hourly rates begin to apply.

7.5. Upon termination of the Services Agreement under the preceding paragraph, the Assignor owes payment within the terms and conditions of the Services Agreement for all hours worked by the lawyers and employees of the Law Firm and for all recoverable costs until the date of termination of the Services Agreement.

7.6. The Law Firm will issue an invoice for the services provided, during the month, following the month in which the services had been provided.

7.7. The invoice shall indicate the final amount due for the previous month. Details of billable hours, where applicable, will be provided separately in a report.

7.8. In cases where advance payment is provided, the Law Firm shall issue an invoice for the advance due, indicating in the invoice the time limit within which the payment is due.

7.9. In cases where a constant minimum monthly payment (retainer) has been agreed, the invoice shall include the minimum monthly payment due for the current month and the amount due for the services provided for the previous month.

7.10. All fees and other expenses related to the payment of the amounts due to the Law Firm are at the expense of the Assignor.

7.11. When the Engagement Letter has more than one Addressee or in the Legal Services Agreement the Assignors are more than one, the Addressees, respectively – the Assignors are jointly and severally liable for the monetary obligations arising from the Services Agreement.

7.12. Payment of the issued invoices, unless otherwise agreed or unless otherwise stated in the invoice itself, shall be due within 3 days after the invoice is issued.

7.13. All monetary obligations are due in the currency in which they were agreed. If the applicable legislation requires payments to be made in Bulgarian leva, the remuneration, when agreed in another currency, shall be paid in accordance with the official exchange rate of the Bulgarian National Bank on the day of issuance of the invoice.

7.14. Unless otherwise agreed, billable hours will also be considered the time spent on telephone calls related to the provision of the Services, including meetings, telephone or video conferencing with the Assignor, its consultants or lawyers of the other party, as well as the time spent in travelling by the lawyers or employees of the Law Firm during or on the occasion of the provision of the Services.

7.15. The estimates of remuneration are indicative and are based on information available to the Law Firm at the time when the forecast is made. Unless otherwise agreed, estimates of remuneration cannot be considered as fixed price quotes.

7.16. Value added tax shall be added to the remuneration in the cases and in the amount determined by law.

7.17. If the Assignor is obliged to deduct taxes or other amounts (such as bank charges) from the amount due to the Law Firm, indicated in an invoice or a request for reimbursement of costs, they shall be at the expense of the Assignor, so that the Law Firm receives the full amount of the invoice or the request for reimbursement of costs.

7.18. In case of delay in the performance of any pecuniary obligations arising from the Services Agreement lasting more than 7 days, the Law Firm has the right to delay accordingly or temporarily suspend the provision of legal services, as well as to terminate the Services Agreement. In any case, in case of delay, the Assignor owes a penalty of 1% per day on the amount of the delayed payment for the entire period of delay.

7.19. Invoices are sent in electronic form to the e-mail address specified in the letter of engagement or the contract for legal services without a physical signature and are considered to have been served on the date of their issuance.

8.1. In addition to and notwithstanding any remuneration that may be due to the Law Firm, the Assignor shall reimburse it within 3 days after sending a request for reimbursement of costs, all costs incurred or paid in the performance of its obligations, not limited to the costs of telecommunications, mail, courier services and translations, to a reasonable extent, necessary to carry out the tasks assigned to it.

8.2. The Law Firm will inform the Assignor of an expense to be reimbursed by sending a Request for reimbursement of expenses.

8.3. Unless otherwise agreed, the Law Firm is entitled to incur reasonable costs on behalf of and at the expense of the Assignor when providing the Services.

8.4. Requests for reimbursement of expenses shall be sent in electronic form to the e-mail address specified in the Engagement Letter or the Legal Services Agreement without a physical signature and shall be deemed to have been served on the date of their issuance.

9.1. The Law Firm shall not disclose to third parties without the prior written permission of the Assignor information that has become known to it during or in connection with the provision of the Services, unless the above is necessary for the provision of the Services.

9.2. The restrictions under item 9.1. do not apply to cases where such information is requested from the Law Firm, employees or lawyers of the Law Firm, on a legal basis by a competent authority or it is necessary for the Law Firm, employees or lawyers of the Law Firm to disclose to insurers, other lawyers or professional advisers in order to protect their legitimate interests.

9.3. For the purposes of marketing or promoting its services, the Law Firm may announce publicly that it has provided Services to the Assignor, in which case the latter can be identified only by indirect signs – type of company, subject of activity, branch, etc., as well as indicate only the general nature or category of such services and information, which has already become publicly known.

9.4. The Law Firm processes personal data in accordance with the requirements of the General Data Protection Regulation and the Internal Rules for the Processing of Personal Data of the company.

9.5. By signing the Engagement Letter or the Legal Services Agreement, the Assignor declares that it is familiar with the Privacy Policy of the Law Firm.

10.1. In order for notices between the parties related to the conclusion, operation and termination of Services Agreement must be in writing and sent to the address of the respective party specified in the Legal Services Agreement or Engagement Letter through a licensed postal operator and with a notice of delivery or by e-mail to the e-mail address of the respective party by message, signed with a valid qualified electronic signature.

10.2. The correspondence between the Law Firm and the Assignor, apart from the cases under item 10.1. may be sent by e-mail without encryption.

10.3. Unless otherwise agreed, the Law Firm will use e-mail for communication without the need for encryption and electronic messages will be considered received by the Assignor without the need for confirmation of receipt.

10.4. The Law Firm shall not be liable in case of unlawful disclosure of information due to the use of e-mail, and the Assignor accepts the inherent risks of communication via e-mail, including the security risks of interception or unauthorized access to such messages, the risk of malfunctioning of such communications and the risks of viruses or devices.

10.5. The Assignor accepts that the measures taken to protect electronic communication and to ensure its confidentiality by the Law Firm are of such a nature that it is possible in some cases to lead to blocking or delay of communication with the Assignor by e-mail, and undertakes to seek confirmation by phone or other communication channel for the receipt of messages, which are particularly sensitive in terms of time or in other circumstances in which it wants to ensure that the message sent by e-mail has reached the Law Firm.

11.1. Unless otherwise agreed or if it is not necessary for the provision of the Services, the Assignor shall provide the Law Firm with only copies (physical or electronic) of documents, providing an opportunity to verify them with the original documents upon request by the Law Firm.

11.2. If the Law Firm has received from the Assignor or from a third-party original document of the Assignor, they shall be returned to the Assignor after providing the Services or upon termination of the contract.

11.3. The acceptance and transmission of original documents between the Law Firm and the Assignor shall be conducted by drawing up a handover protocol, which shall be signed by both parties.

12.1. The Assignor undertakes jointly and severally with its director/s, partners and ultimate owners at the time of conclusion of the Services Agreement and each subsequent director, partner and ultimate owner of the company to fully indemnify the Law Firm, the partners in the Law Firm, the lawyers of the Law Firm and the employees of the Law Firm for all costs, direct and immediate and indirect damages and lost profits, including, but not limited to, paid by the Law Firm, the partners in the Law Firm, the lawyers of the Law Firm and the employees of the Law Firm, fines, compensations, penalties, expenses for external consultants and lawyers, court costs, etc., incurred as a result of acts or omissions of the Assignor and/or representatives, employees, associates or subcontractors of the Assignor.

12.2. The maximum total amount of liability of the Law Firm, the partners in the Law Firm, the lawyers of the Law Firm and the employees of the Law Firm, whether contractual or non-contractual liability, for damages arising from or in connection with the Services, except in cases of gross negligence or intentional non-performance, may not exceed the amount of the remuneration (excluding VAT) paid to the Law Firm for the respective service.

12.3. The law firm, the partners in the law firm, the lawyers of the law firm and the employees of the law firm shall not be liable for lost profits or non-pecuniary damages.

12.4. The liability of the Law Firm, the partners in the Law Firm, the lawyers of the Law Firm and the employees of the Law Firm shall be reduced by the amount of the insurance indemnities or compensation for damages received under an insurance contract or otherwise.

12.5. The Law Firm has the right ad hoc to limit the liability of the Law Firm, the partners in the Law Firm, the lawyers of the Law Firm and the employees of the Law Firm to less than the above amounts, depending on the nature of certain services or part of services.

12.6. The Law Firm, the partners of the Law Firm, the lawyers of the Law Firm and the employees of the Law Firm shall not be liable for damages caused by advice or documents provided to the Assignor if they are used for any purpose other than that for which they were provided.

12.7. The Law Firm, the partners in the Law Firm, the lawyers of the Law Firm and the employees of the Law Firm shall be liable only to the party which has concluded the Services Agreement with the Law Firm and shall not be liable for damages that may be caused to a third party.

12.8 The Law Firm, the partners of the Law Firm, the lawyers of the Law Firm and the employees of the Law Firm shall not be liable for any services provided by an external consultant (including other lawyers/law firms or partnerships), regardless of whether he has been engaged at the initiative of the Law Firm, the partners in the Law Firm, the lawyers of the Law Firm and the employees of the Law Firm.

12.9. If the law provides for the liability of the lawyers or employees working for the Law Firm or the persons providing services through it, the above limitations of liability also apply to such persons to the extent permitted by law.

12.10. Any provisions in these General Terms and Conditions excluding or reducing the liability of the Law Firm, the partners in the Law Firm, the lawyers of the Law Firm and the employees of the Law Firm shall not apply if they exclude or limit a liability that cannot be excluded or limited by law.

13.1. The Law Firm, the partners of the Law Firm, the lawyers of the Law Firm and the employees of the Law Firm retain all intellectual property rights in the products of the Services, whether oral or material, and the ownership of the draft documents. The intellectual property rights of all products created while providing the Services belong to the Law Firm. The Assignor has the right to use such a product for the purposes for which it was created and provided.

13.2. During the term of the Services Agreement and for a period of 12 months after its termination, the Assignor undertakes not to contact a lawyer who worked for the Law Firm during the term of the Services Agreement for the purpose of employment or provision of services under another contract.

14.1. According to the current legislation on measures against money laundering and countering the financing of terrorism, the Law Firm must identify its clients, as well as persons acting on behalf of its clients and the ultimate owners of its clients, if they are legal entities. Also, the Law Firm is obliged in cases specified by law to determine the origin of its clients’ funds. The Law Firm, the partners in the Law Firm, the lawyers of the Law Firm and the employees of the Law Firm may be obliged to refuse or terminate the performance of a Service and to notify the relevant state authorities if a client does not provide the requested information.

14.2. Despite the professional ethical and legal obligation of the Law Firm, the partners in the Law Firm, the lawyers of the Law Firm and the employees of the Law Firm not to disclose information about their Clients and the legal services provided to them, in accordance with the legislation in force, the Law Firm, the partners in the Law Firm, the lawyers of the Law Firm and the employees of the Law Firm may be obliged to inform authorities for money transactions exceeding a statutory amount, whether the transaction is carried out as a single payment or as several related payments or if it becomes known to him or he has reason to suspect that a transaction carried out on behalf of the Client may be related to money laundering or terrorist financing. In the event of sending a notification of a suspicious transaction or other notification under the LMML or the LMFT, there is a legal prohibition the Law Firm, the partners in the Law Firm, the lawyers of the Law Firm and the employees of the Law Firm, to notify the client of the fact of sending such a notification and the reasons for it.

14.3. The Assignor understands and accepts those described in item 14.1. and 14.2. measures constituting legal obligations of the Law Firm, the partners in the Law Firm, the lawyers of the Law Firm and the employees of the Law Firm do not constitute a breach of the obligations of professional secrecy and undertakes to assist the Law Firm in fulfilling its obligations under the LMML and the LMFT.

15.1. By signing the Engagement Letter or the Legal Services Agreement, the Assignor declares that it does NOT conclude this agreement for any of the following purposes:

15.1.1. Transformation or transfer of property acquired through or in connection with a criminal offence to conceal the unlawful origin of such property or to aid a person involved in such actions to avoid the legitimate consequences of its action.

15.1.2. Concealment of the true nature, source, location, disposition, movement, or rights relating to property acquired through or in connection with a criminal offence.

15.1.3. Acquisition, possession, or use of property, with knowledge at the time of receipt that it was acquired through or in connection with a crime.

15.1.4. Participation in actions described in items 15.1.1-15.1.3, collusion for the purpose of committing such actions, as well as aiding, incitement, or facilitation of the perpetration of such actions or their concealment.

15.1.5. Tax evasion

15.2. By signing the Engagement Letter or the Legal Services Agreement, the Assignor declares that it is aware of the provisions of the Convention on Laundering, Search, Seizure, and Confiscation of the Proceeds from Crime (Ratified by Bulgaria: 02/06/1993), the Measures Against Money Laundering Act and the Measures Against the Financing of Terrorism Act and that its activities or individual elements thereof are not unlawful within the meaning of these normative acts, as well as not perform any unlawful actions under the legislation of the Republic of Bulgaria or under the legislation of any country in which the Assignor operates.

15.3. By signing the Engagement Letter or the Legal Services Agreement, the Assignor declares that:

15.3.1. The Assignor has not concluded the Services Agreement for the purpose of money laundering or financing terrorists or terrorist organizations or to facilitate or circumvent such acts;

15.3.2. The Assignor may prove the legal origin of any money it has to pay or has paid to the Law Firm, and can prove the legal origin of any amount that has been or will be paid to third parties under any agreement, contract or other arrangement related to the services provided by the Law Firm;

15.3.3. None of the advice and/or services provided by the Law Firm will be used by the Assignor for tax evasion, money laundering or financing of terrorists or terrorist organizations;

15.3.4. The Assignor is informed that the Law Firm, the partners in the Law Firm, the employees or associates of the Law Firm are obliged to inform the Specialized Financial Intelligence Directorate of the State Agency for National Security and/or the Ministry of Interior about actions and money transfers made by the Assignor or its representatives, employees or associates in case they are assessed as suspicious.

15.3.5. The Assignor explicitly declares that the persons named as owners in the official registers and/or documents they have provided to the Law Firm are the beneficial owners of the respective company, unless explicitly the Assignor has notified the Law Firm to the contrary in writing;

15.3.6. The activity of the Assignor is not prohibited by law, and he/she/it has all the necessary permits and licenses for the activity it conducts, if such are required;

15.3.7. The Assignor expressly declares that it has never been convicted of a criminal offence or sanctioned in connection with its activities and has not been investigated for a criminal offence or offence in connection with its activities now or in the past;

15.3.8. By signing the Engagement Letter or the Legal Services Agreement The Assignor undertakes to provide the Law Firm with information and documents certifying the circumstances declared above, including, but not limited to, the following cases: at the request of the Law Firm, at the request of the competent authorities or in case of change of the regulatory framework and introduction of new requirements to the Assignor or to the Law Firm.

15.4. By signing the Engagement Letter or the Legal Services Agreement, the Assignor explicitly declares that the documents it has provided and that are to be provided to the Law Firm are provided under Assignor’s free will, that the Assignor is in possession of these documents on legal grounds and that the said documents are genuine.

15.5. The Law Firm declares that it will use the information provided by the Assignor only for the purpose of providing the services.

16.1. Unless otherwise expressly agreed in writing, the Law Firm has the right to disclose to third parties the fact that the Assignor is a client, the cases and tasks in which the Law Firm has been engaged by the Assignor, as well as the general nature of the services provided to the Assignor.

16.2. Information about the legal services provided to the Assignor may be disclosed without the consent of the Assignor, provided that this information has already been published legally or has been available to the public in some other way.

16.3. The Assignor undertakes, when disseminating information about the cases in which services have been provided to it by the Law Firm, to indicate as far as possible that legal aid in connection with them has been provided by the Law Firm, indicating its name.

17.1. Before accepting a particular task, the Law Firm always conducts an internal conflict of interest check to confirm that it can accept the task.

17.2. Notwithstanding this internal conflict of interest check, circumstances may arise while performing a particular task that prevent the Law Firm from providing the services. In these situations, the rules of professional conduct governing conflicts of interest apply, and this may lead to termination of the Services Agreement with the Assignor.

17.3. The legal relationship between the Law Firm and the Assignor does not create an obligation for exclusivity in favor of the Assignor. The Law Firm, the partners in the Law Firm and the employees and associates of the Law Firm reserve the right to provide legal assistance to other persons, including the provision of services to persons working in the same field as the Assignor or who would potentially have interests contrary to the interests of the Assignor.

18.1. If a legal service provided is not in accordance with the terms of the Services Agreement, the Assignor may: request the fulfillment of the obligation, claim compensation for non-performance, terminate the Services Agreement or request a reduction in remuneration;

18.2. An Assignor who has a claim regarding the work of a lawyer, employee or associate of the Law Firm should submit a complaint to the Law Firm in writing, clearly and comprehensively describing his claim and the factual circumstances on which it is based and applying all relevant evidence justifying his claim.

18.3. If the claim of the Assignor against the Law Firm is based on a claim by a third party, imposed coercive administrative measures, administrative penalties or other sanctions, the Assignor undertakes to enable the Law Firm to subrogate its rights against the said third parties or state or municipal authorities by arranging the request or to conclude an agreement on behalf of the Assignor, or appeals/contests the relevant administrative act before taking action against the Law Firm. In the event that the Assignor agrees on a claim, acknowledges a claim, does not contest / appeal imposed on it coercive administrative measures, administrative penalties or other sanctions or otherwise takes action related to the claim of the third party or a state or municipal authority without the knowledge or without the consent of the Law Firm, the Law Firm is released from liability. If the Assignor is compensated by the Law Firm or the Insurer of the Law Firm in connection with a claim by third parties, imposed coercive administrative measures, administrative penalties or other sanctions, the Law Firm shall be subrogated to the rights of the Contracting Authority to appeal or contest the claim of third parties or its insurers.

19.1. Unless otherwise specified in the Engagement Letter or the Legal Services Agreement, either party may unilaterally terminate the Services Agreement with 90 days’ notice. Termination shall not affect the rights of either party arising prior to termination. The remuneration of the Law Firm will become due early from the moment of termination.

19.2. The Law Firm has the right to terminate the Services Agreement unilaterally if the Assignor fails to fulfill any of its obligations under the Services Agreement or if it is established that the Assignor has declared to the Law Firm false circumstances. In such a case, the Assignor owes reimbursement of all costs incurred in the performance of its obligations by the Law Firm and payment of the entire agreed remuneration.

19.3. The Law Firm has the right to terminate the service contract unilaterally, without notice and without owing any compensation in case of conflict of interest. The state of conflict of interest is determined unilaterally by the Law Firm and it is not obliged to inform either party of the details of the conflict of interest, observing strict confidentiality regarding all negotiations and communication between the Law Firm and the parties involved in the conflict of interest before terminating the Services Agreement.

19.4. The Law Firm has the right to terminate the Services Agreement unilaterally, without notice and without owing any compensation, in the event that it is informed by the competent Bulgarian or foreign authorities or a partner, lawyer, employee or associate of the Law Firm otherwise becomes aware that the Assignor or individuals and/or companies, related to the Assignor, are suspected or investigated for money laundering, terrorist financing or terrorist organization or other unlawful act that is prosecuted as an administrative violation or a crime under Bulgarian law or the law of another country.

20.1. The Assignor shall indemnify and prevent any liability of the Law Firm, partners, lawyers, employees and associates of the Law Firm for all damages, losses, damages, liabilities, penalties, indemnities, expenses, fines, attorneys’ fees and expenses of any kind or amount arising from acts or omissions of the Assignor, its employees, associates, subcontractors or events under the control of these persons.

20.2. The Assignor shall be obliged to indemnify the Law Firm, partners, lawyers, employees and associates of the Law Firm for any costs, compensations, penalties, fines, payments under agreements and other obligations arising as a result of acts or omissions of the Assignor, its employees, associates, subcontractors or events under the control of these persons, including in the cases of criminal proceedings, civil claim, when the Law Firm, the partners, lawyers, employees and associates of the Law Firm have not acted in good faith and/or in a reasonable manner, when the Law Firm, the partners, lawyers, employees and associates of the Law Firm will receive or has received payment under an insurance policy or agreement or a process or proceedings has been initiated in whole or in part as a result of actions of the Law Firm, partners, lawyers, employees and associates of the Law Firm.

20.3. The Law Firm, partners, lawyers, employees, and associates of the Law Firm shall promptly provide the Assignor with written notice of their claim and undertake to provide all known information and evidence to the Assignor.

20.4. The Law Firm, partners, lawyers, employees, and associates of the Law Firm undertake to cooperate fully with the Assignor in the defense of any claim or action against it for which the Law Firm, partners, lawyers, employees and associates of the Law Firm wishes to be indemnified, including, but not limited to, providing the Assignor with all available information related to the claim or action. The Indemnifier agrees to act in good faith and use its best endeavors to ensure that the Indemnified person is indemnified and reimbursed for any and all costs, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with the defense of any claim or action arising out of the Indemnified person’s participation in the Activity.

20.5. The Assignor shall not be entitled to settle any claims or actions against the Law Firm, partners, lawyers, employees, and associates of the Law Firm without their prior written consent.

20.6. In fulfillment of the obligation to indemnify, the Law Firm, partners, lawyers, employees, and associates of the Law Firm may need to share with the Assignor personal data, sensitive information, including trade secrets, industry knowledge and other confidential information, and the Assignor undertakes not to share any of this information with third parties. The contracting authority will also not use any part of this information for his/her personal benefit in any way.

20.7. The compensation under Section XX also covers all indirectly related to an act or omission of the Assignor, expenses incurred by the Law Firm, partners, lawyers, employees and associates of the Law Firm and persons acting on assignment by the Law Firm, including but not limited to lawyers’ remuneration costs, costs of fines and property sanctions, costs of consulting services.

20.8. Jointly and severally with the Assignor, the obligation for compensation under Section XX also arises for the natural persons who represent the Assignor by law, the natural persons who represent the Assignor under Power of attorney, the natural persons who hold shares in the capital of the Assignor or shares of the company, as well as the actual owners of the Assignor at the time of concluding this contract, including in the case of that subsequently it was established that the beneficial owners of the Assignor were different from what was declared to the Law Firm at the time of conclusion of the Services Agreement.

20.9. The term “Assignor” within Section XX shall mean both the company/natural person designated as the Assignor under the Services Agreement and all natural persons representing the Assignor by law, the natural persons representing the Assignor under authority, the employees of the Assignor, the natural persons holding shares in the capital of the Assignor or shares in the company, natural or legal persons, acted on behalf of the Assignor without authority, as well as the actual owners of the Assignor at the time of conclusion of the Services Agreement, including in the event that it is subsequently established that the beneficial owners of the Assignor are different from the one declared to the Law Firm at the time of conclusion of this Services Agreement.

20.10. In case a Managing Partner of the Law Firm, a partner, a lawyer, an employee or an associate of the Law Firm or a person acting on assignment by the Law Firm, another person representing the Law Firm by law or by Power of attorney, natural or legal persons acting on behalf of the Law Firm with or without authority is summoned before a state or municipal authority or before a judicial authority, or proves obliged to participate in procedural acts within the competence of such authority, or is affected in any way by acts within the competence of such state or municipal body or judicial authority, The Assignor, in solidarity with the persons under item 20.9, owes him full compensation without restrictions for all damages – material and/or non-material and/or lost profits, caused by the person concerned as a result of actions and/or omissions of the persons under art. 20.9, regardless of the moment of their occurrence, including but not limited to lawyers’ fees, costs of fines and property sanctions, costs of consulting services. The compensation under this text may not be less than BGN 10,000 (ten thousand) for each of the persons to whom it is due, and for claims up to this amount no proof of the amount will be required.

20.11. In the event that a Managing partner of the Law Firm, a partner, a lawyer, an employee or an associate of the Law Firm or a person acting on assignment by the Law Firm, another person representing the Law Firm by law or by authority, natural or legal persons acting on behalf of the Law Firm with or without authority, is summoned before a state or municipal authority or before a judicial authority, or proves obliged to participate in procedural actions, within the competence of such authority, or is affected in any way by actions within the competence of such state or municipal body or body of the judiciary The Law Firm will charge the time spent by its lawyers, employees, associates in preparation and participation for the specified procedural actions, including the costs incurred for printing, photocopying, telecommunications, postal and courier costs, according to the double amount of the hourly rate agreed with the Assignor under the Services Agreement.

20.12. Section XX of these General Terms and Conditions shall remain legally valid and binding for the parties after termination of the Service Agreement.

21.1. Amendments to these General Terms and Conditions shall be made unilaterally by the Law Firm and shall be deemed to have entered into force and binding between the parties with their publication on the website of the Law Firm www.panevpartners.com.

21.2. The Law Firm is not obliged to explicitly notify the Assignor of any amendments to the General Terms and Conditions. The Assignor agrees that it will be bound by the amended General Terms and Conditions upon their publication on the website of the Law Firm www.panevpartners.com.

21.3. Within one week of amending the General Terms and Conditions, the Assignor may notify the Law Firm that it does not agree with the amendments made by sending a specific proposal on how to regulate the relations on these issues; The sending of such notification shall not suspend the amendment.

21.4. If within one month of receipt of a proposal under item 21.3 no agreement has been reached between the Law Firm and the Assignor on the disputed issues and the amendments or additions to the General Terms and Conditions concern essential elements of the Services Agreement, the Assignor has the right unilaterally and without notice to terminate the Services Agreement.

21.5. Приложимото право към Договора за услуги е материалното и процесуално право на Република България.

21.6. All disputes, arising from the Services Agreement or related to it, including those arising from or concerning its interpretation, invalidity, performance or termination, as well as the disputes for filling gaps in this contract or its adaptation to newly established facts, shall be referred for resolution to the Court of Arbitration at the Bulgarian Chamber of Commerce and Industry in compliance with its Rules for Litigations, based on arbitration agreements by an arbitral tribunal by one arbitrator appointed by the Chairman of the AC at the BCCI.