Terms of Service

Ishimbayev Law Firm, P.C., a New York professional corporation, is a legal services provider. While it may be associated with a national and international network of legal and non-legal entities offering a range of consultancy services, this communication focuses specifically on the New York – based practice (referred to hereafter as “Ishimbayev Law Firm” or “we/us”).

The Terms of Service outlined herein govern the relationship between Ishimbayev Law Firm and you, our client. These terms apply universally, with additional, specific terms potentially applicable to the services we provide in relation to any particular matter (“Particular Matter”) you entrust to us.

Upon engaging Ishimbayev Law Firm for a Particular Matter, we will typically confirm the engagement and any specific instructions in writing through an engagement letter (“Engagement Letter”). This letter, alongside the Terms of Service, constitutes the engagement contract (“Engagement Contract”) between you as a client (“you”) and Ishimbayev Law Firm. This Engagement Contract outlines the terms of our service provision for the specified Particular Matter.

In cases where it benefits the handling of a Particular Matter, Ishimbayev Law Firm may, acting as your agent, coordinate with other entities within our network to ensure comprehensive support. The terms applicable to such collaborative efforts will be explicitly detailed in the Engagement Contract.

You are considered a client of Ishimbayev Law Firm for a Particular Matter only if we are actively providing services to you regarding that matter. Consequently, Ishimbayev Law Firm is only liable for the services it directly provides. In situations where we are not engaged to provide services for a Particular Matter, we bear no liability.

Should you have your own set of guidelines, billing protocols, or any other specific terms (“Guidelines”), these will be acknowledged and applied only if an authorized person from Ishimbayev Law Firm explicitly agrees to them in writing on behalf of the firm. It’s important to note that mere acceptance of these Guidelines through an e-billing system, as a prerequisite for billing submission, does not, under any circumstance, signify our agreement to those Guidelines.

Ishimbayev Law Firm is committed to adhering to the professional conduct rules applicable in its jurisdiction for all Particular Matters it undertakes.

1. Our Services

1.1. Scope of Our Services. The scope of our services for a Particular Matter is determined by the details set forth in the corresponding Engagement Letter, including any additional tasks we may agree to take on in writing for that matter. To facilitate the provision of our services, it is imperative that you promptly supply all necessary information.

We do not provide advice on tax or insurance implications, including coverage, for any actions or decisions related to a Particular Matter, nor do we issue notices to insurers or re-insurers unless we have explicitly agreed to do so in writing. Responsibility for verifying the accuracy of formulas or figures provided by you or third parties does not fall under our purview.

Our involvement in transactions is limited to legal advisory on issues encountered during the negotiation, documentation, and closing phases. Providing financial or business advice on the merits of a transaction is beyond the scope of our services.

1.2. Finalization of a Particular Matter. After our duties concerning a Particular Matter have concluded, we are not obliged to keep you informed of legal developments related to that Particular Matter unless such an obligation is expressly stated in the Engagement Letter.

1.3. Authority for Instructions and Receipt of Advice. When our client is an entity, the presumption will be that any personnel issuing instructions to us are authorized to do so and to receive advice on behalf of the entity, unless notified otherwise in writing.

1.4. Engagements with Collective Entities. For clients that are trade associations, partnerships, joint ventures, or similar entities, our client relationship is exclusively with the entity itself. We will not represent the individual members, partners, or participants of these entities unless an agreement to the contrary is made in writing.

1.5. Representation of Named Entities Only. Our representation is confined to the entity named in the Engagement Letter, excluding its shareholders or affiliated entities. Thus, we may represent another client with interests adverse to those of your shareholders or affiliates without needing to obtain your consent. The provision of confidential information about any affiliate by you does not in itself create a lawyer-client relationship with those affiliates.

1.6. Responsibility for Third-Party Services. Should we instruct a third party on your behalf, such as an attorney, barrister, local counsel, expert, or co-counsel, our liability does not extend to the services provided by that party.

2. Financial Commitments

2.1. Obligation to Pay. You are committed to compensating for the services rendered by Ishimbayev Law Firm, including fees and any additional charges. This obligation persists regardless of whether the engagement related to a Particular Matter is completed or concluded through the normal process, unless a different arrangement is explicitly agreed upon in writing.

2.2. Calculation of Fees. Our professional fees primarily reflect the time dedicated to your matter, subject to adjustments. We periodically review and possibly adjust our hourly rates, promising to inform you in writing of any changes. These adjustments will affect the ongoing Particular Matter unless we’ve reached a different agreement in writing. In considering our fees, after thorough discussion, we may also factor in the complexity, urgency, requisite expertise, and, where relevant, the value of the involved property or subject matter and the achieved results. Any applicable sales or service taxes will be appended to your bill as required. Furthermore, you are responsible for compensating us at our current hourly rates for tasks indirectly related to our representation, which might occur during or after our professional relationship’s conclusion. This encompasses responding to subpoenas, document management, preparation for, and the act of testifying, among other tasks. You will also cover all reasonable expenses and charges for these ancillary activities, including fees for external legal counsel we might engage.

2.3. Fee Estimates. An estimate provided by us represents our anticipated charges for handling a Particular Matter, based on the information available at the time of the estimate. Such estimates are not to be interpreted as a commitment to complete the services within a predetermined time frame or for a specific, capped fee unless explicitly agreed upon in writing. Given the nature of legal work, our estimates are subject to change and are not legally binding.

2.4. Fixed Fee Agreements. A fixed fee arrangement involves our written commitment to deliver services for a Particular Matter at a specified rate. This agreement is contingent upon the provision of prompt and comprehensive instructions from you. Should services be required beyond the agreed-upon scope, additional work will be billed in accordance with our standard fee structure, unless a different billing arrangement is specified in writing.

2.5. Expenses and Disbursements. In the absence of a contrary agreement, third parties engaged on your behalf will bill you directly for their services, absolving us of financial responsibility for these charges. Should we advance any expenses or disbursements on your behalf in the course of fulfilling an Engagement Contract, you are responsible for reimbursing these costs. These expenses are in addition to our professional fees and may include, but are not limited to, third-party fees, court costs, duties, and search fees. We may request advance funds to cover such anticipated expenses. Additionally, non-fee related charges such as photocopying and telecommunication fees will be billed to you, along with any applicable sales or service taxes on these expenses.

3. Billing Policies and Payment Terms

3.1. Billing Frequency. Throughout the duration of your engagement with us for a Particular Matter, you may receive periodic invoices, which could be issued on a monthly basis or at different intervals, depending on the nature and progress of the Particular Matter. A final bill will be issued upon the completion of the Particular Matter.

3.2. Payment in Full. It is required that payments made against our invoices cover the full billed amount, without any deductions or withholdings for taxes or any other statutory deductions unless mandated by law. In cases where such deductions or withholdings are legally required, you must compensate by paying an additional amount to ensure that the net amount received by us is equal to the original invoice amount. We reserve the right to issue invoices that include a gross-up to account for any such deductions or withholdings.

3.3. Interest on Late Payments. Invoices are due upon receipt. Should payment be delayed beyond 30 days from its due date, we reserve the right to impose interest on the overdue amount. The interest rate applied shall be the lesser of: (a) 4% plus the most recent US Government 10-year yield as reported by the Financial Times, with the yield rate being adjusted every 30 days from the payment due date, or (b) the maximum permissible rate under the applicable laws of New York for late commercial payments, calculated as specified by such laws.

3.4. Engagement of Additional Practices. In the course of managing your Particular Matter, it may become necessary to engage additional resources or services from within Ishimbayev Law Firm, or external entities (“Relevant Practice”). Any such engagement may result in separate invoicing from each involved entity or inclusion of their fees and expenses in our invoice, detailed as a distinct disbursement item to comply with local regulatory requirements.

3.5. Responsibility for Payment. Should a third party be involved in settling our fees and expenses, your primary obligation to ensure payment remains. In the event of non-payment by the third party, you shall still be responsible for the full amount. We reserve the right to share with the third party any information necessary to facilitate payment collection.

3.6. Retention and Format of Files. Our client files are maintained in both paper and electronic formats. Following the conclusion of a Particular Matter, we will retain the associated files in compliance with the professional conduct rules applicable at the time and our current records retention policy, unless a different arrangement has been explicitly agreed upon in writing. After the designated retention period expires, we may dispose of these files without further notice. However, we commit to preserving original signed documents and any other materials we’re legally or regulatorily obligated to keep or have expressly agreed to store securely.

3.7. Privilege Control. All privileges, including attorney-client privilege, work product privilege, and any duty of confidentiality (collectively referred to as the “Privileges”), are exclusively held by you. These privileges do not transfer to any successor entities, such as those formed through changes in control, mergers, acquisitions, reorganizations, or similar transactions.

3.8. Waiver of Successor Rights. You expressly waive any rights that such successor entities might have to the Privileges associated with any information, data, documents, or communications (collectively, the “Firm Materials”) currently in our possession. Successor entities shall not possess the right to claim or waive the Privileges nor request the return of any Firm Materials, which will remain under our exclusive control and use.

3.9. Protection of Privileges. We commit to taking reasonable measures to protect the integrity of the Privileges, ensuring they continue unimpaired. This includes actively asserting the Privileges to prevent any unauthorized disclosure of the Firm Materials. Our actions are aimed at preserving the confidentiality and privileged status of all communications and documentation related to our engagement with you.

3.10. Retrieval and Access to Files. Upon your request, we can retrieve documents or materials from your file after the Particular Matter has concluded, without imposing the direct cost of retrieval on you. Nevertheless, we may bill for the time spent fulfilling your request, responding to inquiries, and for any associated delivery costs for transferring materials back to you.

3.11. Copyright in Work Products. The copyright of original documents and materials produced in the course of our work for you shall remain with us, unless an alternate agreement is explicitly made. The fees you pay grant you the right to use these materials for their intended purpose.

3.12. Waiver of Objections to Fee Payments. If you do not raise an objection in writing to an invoice or a fee and expense application in a court proceeding before payment is made, and you proceed to pay the invoice or approve the fee and expense application, you and any successor entity will be considered to have waived any right to object to the fees and expenses detailed in said invoice or application thereafter. This waiver is binding, ensuring that acceptance of charges, through payment or approval, is final and not subject to future disputes or claims.

3.13. Fee Dispute Resolution. Should you encounter a fee dispute involving an amount between US$1,000 and US$50,000, you may be eligible to pursue resolution through arbitration. This arbitration would be conducted in accordance with Part 137 of the Rules of the Chief Administrator of the New York State Office of Court Administration. To obtain detailed information about the procedures for fee dispute arbitration, you are encouraged to review the full text of Part 137, which is accessible online at the following URL: http://www.nycourts.gov/rules/chiefadmin/137.shtml. This provision ensures that both parties have a clear and fair mechanism for resolving disputes in a structured legal framework.

4. Termination of Engagement

4.1. Client’s Termination Rights. You possess the authority to discontinue our legal services for any Particular Matter at your discretion, requiring only that you notify us in writing of your decision to terminate our services.

4.2. Our Termination Rights. In alignment with the professional conduct rules applicable to our practice, we reserve the right to terminate our legal services concerning any Particular Matter. Such termination will be communicated to you in writing, adhering to the ethical standards governing our profession.

4.3. Obligations Upon Termination. Upon termination of our services, either by you or by us, you are obligated to settle any outstanding fees and expenses incurred up to and including the termination date. This encompasses both billed and unbilled amounts associated with the Particular Matter.

4.4. Duration and Conclusion of Engagement. The engagement concerning a Particular Matter is concluded upon the completion of our legal services or, barring that, 12 months subsequent to the final billing for services rendered by us, whichever occurs first. This marks the termination of the legal relationship between you and Ishimbayev Law Firm, for the Particular Matter in question, unless there is an ongoing engagement for a separate Matter. Continued communications, such as legal updates or newsletters, or the inclusion of our firm or its associates as recipients of legal notices on your behalf, do not constitute the continuation or reinstatement of a lawyer-client relationship. For certain intellectual property matters, our firm may offer a service to track and remind the listed rights holder of critical dates for maintenance fees or renewal requirements essential for preserving those rights. The operation of such a tracking system and the issuance of reminders or assistance with renewals are administrative services and should not be interpreted as an active, ongoing legal engagement or as evidence of a lawyer-client relationship.

5. Guidelines for Communication and Information Exchange

5.1. Email Correspondence. Email serves as a primary mode of communication between us, unless you specifically request an alternative. We aim to enhance the security of email exchanges by utilizing standard encryption for messages sent to you, assuming we can establish encryption methods that are mutually agreed upon and technically feasible. The responsibility for safeguarding your electronic systems against viruses, malware, and other potentially harmful elements rests with you. While we diligently screen our outgoing emails and attachments for such risks, we cannot be held accountable for any residual harmful elements that might bypass our security measures. Be aware that we reserve the right to monitor and review emails sent to our system to maintain security and integrity. Our procedures for scanning incoming emails for spam, viruses, and other unwanted content could inadvertently prevent some emails from being delivered as intended. To ensure critical communications are received, we recommend following up significant emails with a direct phone call or other confirmation.

5.2. Distribution of Marketing and Legal Updates. Occasionally, we will share information about our services, legal insights, and updates pertinent to Ishimbayev Law Firm, that we believe may be of interest to you. Should you prefer not to receive such informational materials, you are encouraged to inform us in writing. Receipt of these materials does not, by itself, establish a client-lawyer relationship between us.

6. Compliance with Anti-Money Laundering Regulations and Other Legal Obligations

6.1. Regulatory Compliance and Notifications. In line with the legal and regulatory requirements across various jurisdictions where Ishimbayev Law Firm may operate, there are established protocols aimed at preventing money laundering activities. Should we encounter or harbor suspicions regarding money laundering in the course of handling a matter or transaction, we are legally obligated to report such knowledge or suspicion to the appropriate regulatory bodies as per our statutory duties. Additionally, our compliance extends to disclosing activities, like lobbying, when mandated by specific rules, regulations, or recognized best practices within the legal profession.

6.2. Tax Disclosure Requirements. Certain transactions necessitate disclosure by taxpayers to tax authorities under specific jurisdictional rules or regulations. In instances where we are compelled by law to report a transaction to tax authorities or to share information with other service providers engaged in the matter, we must adhere to these requirements, potentially without your prior consent or even notification due to legal constraints. Our responsibilities may include keeping a registry of investors and disclosing pertinent details to tax authorities, overriding any standard confidentiality agreements, depending on the legal requirements applicable to the transaction. The preparation necessary to ascertain the reportability of a transaction or arrangement is billable, and you are expected to direct any other service providers involved to furnish us with their respective reports as mandated by law.

6.3. Limitation of Liability. Ishimbayev Law Firm explicitly disclaims any liability for losses or damages incurred as a result of our compliance with anti-money laundering laws, sanction regulations, or any related investigations, provided such actions or inactions are conducted in good faith. This includes, but is not limited to, delays, failures, or refusals to process payments or execute transactions that are deemed necessary to comply with relevant laws and regulations. Furthermore, we hold no liability for any losses or damages resulting from actions taken by financial institutions involved in the processing of transactions on behalf of our clients. Our firm prioritizes adherence to legal and regulatory obligations to prevent money laundering and comply with sanctions, even when such compliance necessitates actions that may impact transactional proceedings.

6.4. Client Due Diligence Requirements. To comply with anti-money laundering legislation, it’s necessary for us to undertake a thorough verification of our clients’ identities, including that of their beneficial owners, and to conduct comprehensive background checks. This process, referred to as the Client Due Diligence (CDD) Requirements, is a cornerstone of our internal procedures and is essential for maintaining the integrity of the legal services we provide. To satisfy these requirements, we aim to utilize publicly available information and electronic verification methods as much as possible. Nevertheless, there may be instances where we need to request additional documentation or information directly from you. This might include verifying the origins of funds involved in your case and the identification of their beneficial owners. We reserve the right to share any collected information with other advisors working on your behalf or with our banking institutions to fulfill their own CDD obligations, particularly concerning the management of our client trust accounts. Should we find the information provided inadequate or if it is not supplied within a reasonable timeframe, we may postpone initiating work, decline representation, or discontinue our services. Our firm will bill for any work and incur expenses necessary to meet these CDD obligations in line with our standard billing practices.

6.5. Handling of Funds and Client Accounts. Our firm has a strict policy against accepting cash payments unless previously agreed upon. Additionally, our standard practice does not include accepting funds related to transactions or settlements on behalf of clients without explicit written consent, which we may grant or withhold at our discretion. Should funds be transferred to us without prior authorization or if they are from an unidentified source, we reserve the right to hold or return such funds until we have conducted sufficient investigation to ensure compliance with CDD Requirements. In cases where we have agreed to manage funds through client account facilities for a Particular Matter, please be aware that this service is provided at your own risk. We cannot be held liable for any losses or damages resulting from bank failures or any other circumstances beyond our control that may affect the bank’s ability to conduct business, including delays or failures in fund transfers.

7. Exclusivity of Service and Limitation on Third-Party Use

7.1. Sole Beneficiary of Our Services. The legal services provided by Ishimbayev Law Firm, are tailored exclusively for your benefit and are intended to address the specific needs of the Particular Matter at hand. These services are rendered with a clear understanding that they are for your use alone. In the absence of an explicit agreement to the contrary, the outcomes, advice, and any work product generated in the course of our engagement cannot be utilized or depended upon by any third parties. This stipulation holds true regardless of any arrangements where a third party may have consented to bear the costs of our services on your behalf.

8. Commitments on Confidentiality, Disclosures, and Handling Conflicts

8.1. Maintaining Confidentiality. Our commitment to you includes a steadfast duty to maintain the confidentiality of all information acquired in the course of addressing your Particular Matters. This duty binds us to refrain from disclosing any such information, except as explicitly outlined within these Terms of Service or when disclosure is necessitated or sanctioned by applicable professional conduct rules. This same principle of confidentiality extends equally to all our clients, including both current and former. Consequently, should we hold information under a duty of confidentiality to another client, we are not compelled to disclose this information to you or use it in your favor, even if it holds material significance to your Particular Matter.

8.2. Disclosures to Regulatory and Other Authorities. Notwithstanding our commitment to confidentiality, we reserve the right, guided by good faith, to disclose information about you or your Particular Matters to law enforcement, governmental, regulatory, or supervisory authorities as required by law or regulatory obligations. This includes compliance with anti-money laundering directives and other statutory requirements as delineated in these Terms of Service and in line with our established internal procedures designed to meet such obligations. In circumstances mandated by our insurers, auditors, or other professional consultants—such as independent legal counsel or debt collection agencies—we may need to share information pertinent to you or your Particular Matters. This sharing of information is undertaken strictly within the necessary scope of fulfilling our professional and legal obligations.

8.3. Sharing Information with Relevant Practices. There may be instances where it becomes necessary to share confidential information related to you or your Particular Matters with other relevant practices within our network. All entities involved are equally bound by the duty of confidentiality, ensuring your information remains protected across our practices.

8.4. Public Acknowledgment and Publicity. While we reserve the right to acknowledge you as a client and generally describe the nature of the work we conduct for you, we will refrain from any such disclosures should you expressly request us not to in writing. Additionally, without your explicit consent, we will not reveal our involvement in any Particular Matter for you if the matter itself is not publicly known.

8.5. Advanced Waiver for Potential Conflicts. In the dynamic landscape of legal services, circumstances may arise where our firm represents clients, including your competitors or parties with opposing interests to yours or your Affiliates’, in matters unrelated to the specific Particular Matters we undertake on your behalf. This could encompass a wide range of legal scenarios from transactions to arbitration and litigation. It’s important to note, however, that our commitment to you for any Particular Matter remains undiluted; we will not represent another client in the same matter without your consent, unless the professional conduct rules applicable to our practice expressly permit such representation.

8.6. Confidentiality Amidst Conflicts. In situations where we possess confidential information from you that could be materially relevant to another client’s matter, we adhere to stringent professional conduct rules. Should a conflict of interest arise under these circumstances, we commit to establishing and maintaining effective safeguards, such as ethical barriers or information screens, to ensure your confidential information remains protected. These measures are designed to prevent any unauthorized access or disclosure, upholding our duty of confidentiality to you while allowing us to serve other clients effectively.

8.7. Lawyer Investment Entities. We disclose that entities owned by some of our current or former lawyers and senior staff (“Lawyer Investment Entities”) may have Passive Investments in entities that are connected with you in various capacities—whether through affiliation, investment in your securities, or commercial dealings. These Lawyer Investment Entities do not exert control or management over such investments. Your engagement with our firm signifies an understanding and acceptance that, subject to professional conduct rules, these Passive Investments do not preclude us from acting on your behalf, even in matters where adversarial positions may arise with entities connected to a Lawyer Investment Entity’s investment. Should any Passive Investment potentially influence our objective judgment or pose a conflict in any specific Particular Matter, we pledge to transparently communicate this to you and to implement protective measures as necessary to safeguard your interests and our integrity.

8.8. Adherence to SEC Standards of Professional Conduct. In accordance with Part 205 of Title 17 in the Code of Federal Regulations, known as the “Standards of Professional Conduct,” any attorney from Ishimbayev Law Firm who represents you in dealings with the Securities and Exchange Commission (SEC) will be subject to specific obligations as outlined in these standards. Primarily, these obligations include mandatory up-the-ladder reporting within your organization. It is important to note that while current regulations focus on internal reporting, the possibility exists that future regulations may require some form of direct reporting to the SEC. By engaging our services for representation before the SEC, you acknowledge and accept that our conduct and obligations are governed by these professional standards. Should any of our lawyers currently or in the future represent you in this capacity, you understand that we are committed to adhering to these obligations as imposed by the Standards of Professional Conduct.

9. Protocol for Managing Concurrent Client Engagements

9.1. Guidelines for Joint Client Engagements. In scenarios where our representation encompasses multiple clients within the same Particular Matter, it is essential to acknowledge that any confidential information shared by you, or advice provided to you, may also be disclosed among all parties represented. Consequently, the privilege of such advice may not be exclusive to you in relation to the other clients involved. Unless a separate agreement is established, your financial responsibility for our services remains intact and collective among all parties involved, regardless of any internal arrangements between you and the other clients. Should a conflict of interest emerge during the representation, we may find it necessary to withdraw from representing you, with the potential to continue serving the other clients, depending on the situation’s specifics. It is important to distinguish that representing collective entities such as associations or joint ventures does not constitute a joint client relationship. When acting on instructions from multiple clients, we will operate under the assumption that any one client is authorized to instruct us on behalf of the group, barring any written communication to the contrary.

9.2. Representation in Competitive Processes. During competitive processes, such as tenders, auctions, or bids, where we might represent multiple parties including you, stringent internal protocols will be established to safeguard the confidentiality of your information. This ensures that despite our concurrent representation, the integrity of your confidential details is preserved. Post the conclusion of such competitive processes, our attorneys may represent the successful party, irrespective of their previous engagements with competing bids. Nonetheless, our commitment to maintaining the confidentiality of all participating bidders’ information remains steadfast, guided by the applicable standards of professional conduct.

10. Data Management and Privacy Practices

10.1. Handling of Data. In our operations, we adhere strictly to the guidelines set forth in our Privacy Notice available on our website, processing all data, including personal data, in compliance with these stipulations. Our approach to delivering services may incorporate the use of advanced technologies such as cloud computing, cognitive technology platforms, and various third-party technological solutions, all selected with a keen emphasis on ensuring robust technological and security measures. Our compliance extends to all applicable laws regarding data usage, particularly those concerning personal data. Data sharing, whether within Ishimbayev Law Firm practices or with external entities, is conducted strictly under the terms outlined in our Privacy Notice. In our efforts to provide comprehensive services, we may engage third-party providers for support tasks such as typing, photocopying, printing, and data management, among others. These engagements are always underpinned by stringent confidentiality agreements. Nonetheless, when such third-party services are enlisted at your request or with your consent, responsibility for their data handling practices or other services rendered lies beyond our scope of liability.

10.2. Personal Data Sharing and Responsibilities. Our sharing of personal data is meticulously aligned with the conditions detailed in our Privacy Notice, supported, if required, by suitable contractual agreements to safeguard such data. It is your duty to ensure that any personal data you supply, along with your directives on its utilization, are in strict compliance with relevant data privacy laws and regulations. Should you provide personal data pertaining to other individuals, it is incumbent upon you to communicate the necessary privacy details to those individuals, as dictated by applicable laws. Our firm is governed by various data protection and privacy legislations across the jurisdictions of our operations. Detailed information regarding your rights under such legislations can be found within the Privacy Notice on our website. For any queries or concerns regarding data privacy, our dedicated privacy team is available via email at privacy@ishimbayev.com, ready to provide the necessary assistance and clarification.

11. Preservation of Privileged Communications

11.1. No waiver of Privilege. In the course of representing a diverse client base across numerous intricate legal matters, we occasionally encounter situations that necessitate careful consideration under prevailing professional conduct rules. Such situations may include, but are not limited to, potential disputes with clients or dilemmas related to conflicts of interest. It is our practice, in these instances, to consult with our internal legal advisors or, at our discretion, external legal experts. This measure is undertaken to ensure our actions remain in strict compliance with professional standards and obligations. By engaging our services, you acknowledge and consent to our right to seek such counsel as deemed necessary by us. We assert that all communications made in the context of these consultations are shielded by lawyer-client privilege, maintaining the confidentiality of our discussions with our legal advisors. Our commitment to serving you does not diminish or waive our right to the protection of this privilege. The integrity and confidentiality of our internal consultations are paramount, safeguarded against disclosure, thus ensuring the continuation of our representation does not compromise the privileged nature of these communications.

12. Exemption from Liability under Extraordinary Circumstances (Force Majeure)

12.1. Our obligation to deliver services in connection with a Particular Matter is subject to unforeseeable events or conditions outside our control. In such instances, our responsibility to you will be suspended. Should such circumstances arise, we commit to informing you with promptness and transparency.

13. Transfer and Assignment of Engagement Contracts

13.1. Assignment to Successor Entities. We reserve the right to assign or transfer the benefits of any Engagement Contract to any successor partnership or corporate entity that takes over the operation of any part of the business of the Principal Ishimbayev Law Firm Practice. In such cases, you agree to the fulfillment of the terms of the Engagement Contract by the assignee in place of the original Principal Ishimbayev Law Firm Practice. For clarity, any references to the Principal Ishimbayev Law Firm Practice in these Terms of Service or any applicable Engagement Letter shall be deemed to include such successor or assignee.

13.2. Restrictions on Assignment. Except as provided in the context of a permissible assignment to successor entities, you are not permitted to assign or transfer the benefits or obligations of an Engagement Contract. This includes prohibiting the assignment of claims or causes of action that may arise from services provided under the Engagement Contract, ensuring that both the responsibilities and rights remain with the originally contracting party unless otherwise agreed by us in writing.

14. Representation of Associated Persons

14.1. Agency and Authority. Except where specifically contradicted in the Engagement Letter, by agreeing to the terms of the Engagement Contract, you affirm your acceptance not only in your personal or corporate capacity but also as the authorized representative (“agent”) for each Associated Person, as defined in the Section 17.1.3 (Definitions) of these Terms of Service. You confirm that you possess, or will obtain, the necessary authority to engage our services on behalf of each Associated Person involved.

14.2. Obligations of Associated Persons. You undertake to ensure that each Associated Person adheres to the terms of the Engagement Contract as if they were directly party to it. It is your responsibility to procure their agreement to be bound by the terms of the Engagement Contract.

14.3. Definition and Scope. For the purposes of these Terms of Service and the Engagement Letter, all references to “you” and any derivatives thereof shall be interpreted to include both you and any Associated Persons unless specified otherwise in this section. This inclusive interpretation ensures that all parties understood to be represented by you are equally bound by the stipulations of our agreement.

15. Representation of Regulated Entities

15.1. Advisory Limitations for Regulated Entities. In instances where we represent a regulated entity in a Particular Matter, it is important to clarify that, unless explicitly agreed upon in writing, our role does not extend to advising on compliance with the broad spectrum of laws and regulations that govern the regulated entity’s legal or regulatory status, its general business operations, or its internal governance. Our legal counsel will focus specifically on the Particular Matter for which we are engaged, without encompassing broader compliance advice unless such services are specifically included in our written agreement.

15.2. Compliance with Periodic Legal Requirements. Furthermore, unless specifically stipulated in the Engagement Contract, our services do not include the responsibility to advise on or ensure that you meet any periodic refiling or re-recording obligations that may apply to your business or legal activities. Our engagement is focused on the stipulated legal services and does not cover ongoing compliance tasks unless such an extension of our responsibilities is agreed upon in writing.

16. Limitations on Our Liability

16.1. Exclusion of Liability for Unlawful Actions. These Terms of Service and any accompanying Engagement Letter do not exclude or limit liabilities that cannot be lawfully restricted, such as those arising from fraud, dishonesty, or under circumstances where limitations are prohibited by applicable professional conduct rules. If any clause meant to limit or exclude liability is deemed invalid or unenforceable, the rest of the provisions will remain in effect and continue to be enforceable.

16.2. Apportioned In situations where you incur losses or damages for which we are legally responsible, we agree that our liability will be limited to a fair and proportional share of the total loss or damage, considering the extent of responsibility of any other parties who may also be liable to you. Our portion of liability will not increase due to any difficulties you may face in recovering the full amount from other parties, whether those difficulties arise from agreed limitations with other parties, enforcement challenges, the settlement of claims, or other reasons.

16.3. Establishment of a Liability Cap. Subject to local legal provisions and applicable professional conduct rules, and with your agreement, we may limit our total aggregate liability to you for one or more Particular Matters. Such a cap will be specified in the relevant Engagement Letter or other written agreements and will be referred to as a “Liability Cap.” This cap will include all forms of liability (including interest and costs) that we, along with any other Relevant Practice, may owe to you and any Associated Persons as stipulated in the agreement, encompassing liabilities arising from contract breaches and negligence. This Liability Cap shall not reduce any Relevant Practice’s liability below the minimum threshold prescribed by the professional conduct rules applicable to that practice.

16.4. Time Limit for Filing Claims. Irrespective of any liability limitations set forth in the Engagement Contract, any claims related to our services must be initiated within three years from the date of the act or omission that gave rise to the claim or, if applicable, before the expiration of any shorter limitation period under relevant laws. This provision ensures that both parties are aware of and can prepare for any potential claims within a predictable and reasonable timeframe.

17. Definitions and Interpretation

17.1. In these Terms of Service and, where relevant, in any Engagement Letter:

17.2. Statute or Statutory Provision means any reference to a statute or statutory provision includes its consolidation, re-enactment, modification, or replacement, reflecting any changes over time.

17.3. Affiliate refers to any person or entity that controls, is controlled by, or is under common control with another entity.

17.4. Associated Person in the context of a Particular Matter, this term, barring restrictions noted in Section 7 (“Exclusivity of Service and Limitation on Third-Party Use”), refers to any Affiliate that, with our written agreement, is a recipient of and entitled to rely on our services concerning that Particular Matter.

18. Resolving Inconsistencies.

Should there be any discrepancies between the provisions of an Engagement Letter and these Terms of Service, the stipulations in the Engagement Letter shall take precedence.

19. Governing Law.

Each Engagement Contract entered into with Ishimbayev Law Firm, unless expressly stated otherwise in the corresponding Engagement Letter or amended within these Terms of Service, shall be governed by and construed in accordance with the laws of the State of New York. Specifically, the jurisdiction for any legal matters or disputes arising from or related to the terms of the Engagement Contract shall be the County of New York, where Ishimbayev Law Firm maintains its primary place of business. This provision establishes that the substantive laws of New York State shall apply to interpret and enforce the terms of the Engagement Contract. Furthermore, in the event of any legal proceedings that may arise from the contract, all parties agree to submit to the exclusive jurisdiction of the state and federal courts located within New York County. This clause ensures that any disputes will be resolved within a predefined legal framework, providing clarity and predictability to both parties engaged in the contractual relationship.

20. Waiver of Jury Trial.

All parties hereby irrevocably waive any and all rights to a trial by jury in any legal proceeding arising out of or related to the Engagement Contract or the transactions contemplated herein. This waiver applies to any action or legal proceeding, whether grounded in contract, tort, or any other legal theory, involving Ishimbayev Law Firm. This waiver is knowingly, willingly, and voluntarily made by both parties, and both parties hereby represent that no representations of fact or opinion have been made by any individual to induce this waiver of trial by jury.

21. Applicability and Amendment of These Terms.

These Terms of Service override any prior terms of business previously agreed upon and apply to all services referenced in any accompanying Engagement Letter, as well as to all subsequent services provided by us. Any deviations from these terms must be agreed upon in writing, ensuring clarity and mutual understanding in all engagements.