Komnenic & Partners Law Firm (KLO)

GENERAL PROVISIONS

These General Terms and Conditions of Service, unless expressly agreed otherwise, form an integral part of the Legal Services and Representation Agreement (the “Agreement”), governing the provision of legal services to natural and legal persons (the “Client”) who enter into the Agreement with Komnenic & Partners Law Firm – Attorney Milos Komnenic (“KLO”).

1. AGREEMENT

1.1 The Agreement with the Client shall be concluded in written form. The Agreement shall also be deemed concluded if it is made in a form reproducible in writing and/or if an agreement has been reached via electronic mail (email) with respect to the subject matter and terms of the legal services. Each party may sign the Agreement, as well as any amendments thereto, electronically, provided that each party may sign a different counterpart of the same document.

1.2 Exceptionally, oral agreements may be concluded for the provision of legal services in relation to a precisely defined task that, by its nature, does not tolerate delay. In any event, oral agreements must be confirmed as soon as conditions allow, in a manner deemed appropriate (via email, by executing a written agreement, a written statement, etc.).

1.3 If the Client fails to confirm the oral agreement, KLO is entitled to calculate fees for services rendered in accordance with previously agreed terms for similar services with the same Client or, if no such prior terms exist, by applying KLO’s standard rates for such services.

1.4 Where no Agreement is executed with the Client, the Client’s email or other written correspondence relating to instructions and the continued provision of services shall be deemed to constitute acceptance of these General Terms and Conditions.

1.5 In the event of any conflict or inconsistency between the Agreement and these General Terms and Conditions, the Agreement shall prevail.

1.6 Legal services are provided in the name of KLO by members of the Bar Association of Montenegro, i.e., attorneys and trainee attorneys, authorised by KLO or the Client to provide such services. Attorneys, as professional experts, provide legal services independently, while trainee attorneys provide legal services under attorney supervision, in accordance with the provisions of the Bar Association’s regulations.

1.7 For the purpose of providing legal services, KLO may also engage other employees, provided that such persons may not independently provide legal services to the Client on behalf of KLO; their role is to assist the attorneys engaging them in the provision of legal services.

1.8 For the avoidance of doubt, a list of persons providing legal services on behalf of KLO and a list of other employees is available at www.klo.co.me. KLO may also engage third parties for the purpose of providing services to the Client.

2 Jurisdiction

2.1 KLO provides legal and attorney services and represents clients before judicial, administrative, and other state bodies and institutions in the territory of Montenegro. Unless otherwise agreed, KLO shall under no circumstances be obliged to provide services outside the territory of Montenegro, regardless of the Client’s place of residence or registered seat.

2.2 In the event that KLO does not accept providing services outside the territory of Montenegro, KLO may recommend an appropriate attorney or law firm for the provision of such services; in such a case, KLO shall bear no responsibility for the work and quality of services provided by the recommended attorney or law firm.

3 Scope of Services

3.1 The scope of services shall be governed by each individual Agreement between KLO and the Client, and the specific terms shall be set out therein. In any event, KLO provides exclusively legal advice and services related to the legal profession; the Client may under no circumstances expect KLO to provide advice or services in other fields, including but not limited to business, commercial, financial, accounting, or information technology advisory.

3.2 In the event that KLO recommends third parties to the Client (accountants, consultants, or other persons), KLO shall not be responsible for the work and quality of services provided by such persons.

3.3 In the event that the Client limits KLO’s powers of representation in writing, KLO shall not be obliged to provide advice beyond the instructions and limitations provided by the Client, and shall not be held liable for consequences arising from failure to act beyond such limitations.

3.4 In the event of representation in areas where relevant practice is insufficient, inconsistent, or contradictory, KLO shall approach such representation diligently and professionally, in accordance with its best knowledge and professional capabilities, taking into account the Client’s interests in each such case. The Client acknowledges that judicial practice may change regardless of whether there has been a change in the applicable regulatory framework, and that in such cases KLO shall not be held liable for the outcome of representation.

3.5 By engaging KLO, the Client undertakes to make available to KLO all relevant documentation and to disclose any information that may be considered material to work on the Client’s matter. Should the Client fail to comply with this obligation, KLO shall not be held liable for any damage arising or potentially arising from the Client’s failure to disclose or make available relevant documentation or information to KLO.

3.6 By accepting these General Terms and Conditions of Service, the Client undertakes to accept the results of KLO’s work. If the Client considers that certain modifications are necessary, or that the results of KLO’s work are unsatisfactory, or has any objection to KLO’s work, the Client shall promptly notify KLO in writing; otherwise, it shall be deemed that the Client has accepted the results without objection.

4 Fees

4.1 The amount of KLO’s fees shall be governed more specifically by the Agreement, together with all related matters (deadlines, calculation methods, collection, etc.).

4.2 If the Client fails to make payment by the agreed deadline on an issued invoice, KLO has the right to charge statutory default interest from the date the invoice falls due until the date of payment. The Client shall also reimburse KLO for all additional costs incurred in connection with the collection of any overdue amount.

4.3 KLO is entitled to compensation for time spent in communication with, or in connection with communication with, the Client, persons associated with the Client, as well as any other persons with whom such communication is necessary to achieve results in the Client’s matters (the Client’s associates, representatives of the opposing party, etc.). This includes in particular, but is not limited to, telephone calls, in-person meetings, and electronic (online) meetings.

4.4 Except where expressly agreed otherwise, KLO may take such actions as it deems necessary or advisable in connection with the Client’s matter, at its professional discretion, and may incur reasonable costs on behalf of the Client.

4.5 If the Client has any objection to an issued invoice, it must notify KLO in writing without delay, and no later than within 7 (seven) days from receipt of the invoice. Otherwise, it shall be deemed that the Client has accepted such invoice without objection.

4.6 Fees for legal assistance and representation services, as well as all other amounts of compensation to which KLO is entitled under the Agreement or any offer to conclude the Agreement, shall be considered net amounts unless expressly agreed otherwise.

4.7 For the avoidance of doubt, the Client is obligated to reimburse KLO for all out-of-pocket costs incurred in the course of providing legal services, including but not limited to translation fees, notary fees, travel expenses, international call charges, document certifications, and administrative and court fees.

4.8 Value added tax (VAT) shall be charged on each issued invoice at the rate prescribed by applicable law. In the case of foreign natural and legal persons, VAT shall be charged at 0% in cases provided for by applicable law, subject to the Client having submitted valid and complete required documentation in advance.

4.9 KLO, or a third-party professional acting on behalf of KLO, shall deliver invoices to the Client in electronic form, to the email address specified in the Agreement. If the Client so requires, KLO shall issue the invoice in paper form.

5 Communication

5.1 Communication between KLO and the Client shall be conducted primarily via electronic mail and telephone, and where necessary by personal delivery of documents, registered or express mail, or courier service.

5.2 Delivery made via messaging applications such as WhatsApp, Viber, Signal, or similar platforms shall not be considered valid delivery of the Client’s requests, and KLO shall not be held liable for any omissions in the event that the Client relies exclusively on this form of communication. KLO shall take all necessary measures to ensure the confidentiality and security of materials, but does not guarantee the security and confidentiality of materials transmitted by the aforementioned means, except in the case of personal delivery by KLO.

5.3 The Client is required to ensure that all relevant information provided to KLO is accurate and complete in all material respects. KLO shall rely on the information provided and shall not be obligated to independently verify it, unless the Client explicitly requires otherwise in writing.

6 Related Parties

6.1 Unless specifically requested or agreed otherwise, KLO shall not be obligated to provide services to the Client’s related parties. If KLO, at the Client’s request, provides services to a related party of the Client, the Client shall bear all costs of such services in accordance with the terms agreed for the Client.

6.2 The term “related party of the Client” means any legal or natural person that controls the Client, is controlled by the Client, or is under common control with the Client.

7 Confidential Information and Personal Data

7.1 KLO shall keep confidential all information about the Client’s business operations, as well as all other information about the Client or persons related to the Client, which it has come into possession of in the course of working on the entrusted matter.

7.2 In particular, we will not disclose any such information to any other person except (i) with your consent, (ii) where disclosure is required or permitted by law (e.g. bar rules), (iii) to regulatory bodies, (iv) to the extent that such information enters, or has entered, the public domain or (v) (in confidence only) to our professional indemnity insurers, brokers, auditors or professional advisors or (vi) as may be advisable in order for KLO to defend itself against a claim made by a Client or any third party.

7.3 By accepting these General Terms and Conditions of Service, the Client acknowledges that KLO’s possession of information about the Client’s business operations does not materially affect or prevent KLO from representing another client in matters for which such information may be relevant, given KLO’s obligation to act professionally and diligently, and its legal obligation of attorney-client privilege.

7.4 If the Client requires KLO to access or use systems or equipment owned by the Client or third parties, KLO shall not be responsible for ensuring the confidentiality, security, and protection of data in such systems or equipment, nor for their proper functioning or compliance with the Client’s requirements or applicable regulations.

8 Intellectual Property

8.1 KLO retains copyright and all other intellectual property rights in works created in the course of providing services under the Agreement. Unless expressly agreed otherwise, KLO does not transfer any intellectual property rights, including copyright, nor grant any licences in respect of documents or other materials prepared by KLO that are forwarded to the Client during the course of service provision.

8.2 The Client has the right to use the documents and materials prepared by KLO for the purposes of the matters to which such documents and materials relate, as well as for purposes closely connected with such matters.

8.3 KLO is authorised to use copies of such documents and materials within its own law firm for the purpose of business development and service provision, while ensuring the protection of the Client’s confidential information and personal data.

8.4 Neither party may use the name, logo, or trademark of the other party without its prior written approval. KLO has the right, without requiring the Client’s prior express approval, to reference the Client’s name in order to publicly identify the Client as a client in connection with the provision of legal services, or for similar marketing purposes. KLO has the right to publicly disclose information about services provided to the Client to the extent reasonably necessary for the public presentation of KLO’s services.

9 Conflict of Interest

9.1 KLO undertakes, prior to accepting any engagement with the Client, to carry out a detailed review in order to identify any potential conflict of interest, in accordance with applicable law and professional rules. The Client undertakes to cooperate with KLO for the purpose of such review and to notify KLO in writing of any actual or potential conflict of interest immediately upon becoming aware thereof.

9.2 If the Client fails to timely notify KLO of an actual or potential conflict of interest as described in clause 9.1, KLO has the right to terminate the Agreement, in which case KLO shall not be held liable for any loss or costs that may arise as a result of the Client’s failure or upon termination of the Agreement.

9.3 KLO may represent one or more persons that the Client may consider to be its market competitors, where the interests of such persons do not necessarily need to be fully aligned with the interests of the Client. The Client releases KLO from liability on this basis, subject to KLO’s obligation to maintain attorney-client privilege and act in accordance with applicable professional rules.

10 Liability

10.1 Neither party shall be liable to the other for compensation for loss of profit, non-material damage, or any other indirect damage related to claims arising from or otherwise connected with the Agreement and the services, regardless of whether the possibility of such damage was foreseen.

10.2 KLO undertakes to provide the services under the Agreement in accordance with its best knowledge and professional capabilities. The Client understands that the provision of legal services depends on KLO’s professional judgment, and that legal advice provided by KLO may not be accepted as correct by the competent authority.

10.3 The Client therefore accepts that KLO does not guarantee the correctness of advice given. KLO is authorised to independently make decisions regarding the manner of representation within the scope of the powers of attorney granted, including the right to file legal remedies, take other actions deemed necessary, or decide not to take a specific legal or factual action, at its own professional discretion. KLO gives no guarantee of success in any proceeding.

10.4 The Attorney hereby makes no promise or guarantee of success in the execution of any request, and each opinion rendered or service provided shall be deemed to be an opinion or service given and performed in full compliance with the applicable laws and regulations.

10.5 KLO shall be liable to the Client for damage caused intentionally or through gross negligence.

10.6 By accepting these General Terms and Conditions, the Client agrees that KLO’s financial liability, in the event of any claim, including any potential damage (actual damage, lost profits, costs, and interest), unless specifically agreed by the Agreement, shall be limited to:

       10.6.1 An amount equal to two (2) times the fee for the specific action in connection with which the damage arose, if such fees can be exactly determined

       10.6.2 In case where such a fee for a specific task cannot be defined amount of KLO liability may not exceed the amount of total Client fees (paid, not billed) in the past 6 months prior to such event

       10.6.3 Where KLO’s liability is contributed to by other parties, KLO’s liability shall be several and not joint, and limited to its proportionate share in the total damage. Any exclusion or limitation of other responsible parties’ liability shall not increase KLO’s proportionate share.

10.7 The Client is required to submit any claim against KLO no later than within one (1) year from the date of becoming aware of the damage; otherwise, it shall be deemed that the Client has waived such claim.

10.8 The Client understands and accepts that no claim may be directed against other attorneys, trainee attorneys, and/or other associates engaged by KLO. Any potential liability may only arise on the part of Milos Komnenic, with whom the Client has concluded the Agreement.

10.9 Unless otherwise agreed with the Client in writing, Milos Komnenic shall be responsible for the services provided exclusively to the Client.

10.10 The Client may not rely on drafts and working versions of advice, opinions, and documents prepared by KLO. Unless otherwise agreed, KLO is not obligated to update final advice, opinions, and documents due to circumstances arising or events occurring after such advice, opinion, or document was provided to the Client.

11 Termination

11.1 KLO has the right to immediately suspend the provision of legal services and terminate the Agreement in the following cases:

– if the Client’s instructions are manifestly contrary to the Client’s own interests, KLO’s interests, or public policy or morality;

– if the Client fails to pay the agreed fee or fails to advance costs necessary for taking actions in any matter;

– if the Client does not provide KLO with access to documentation necessary for providing the services, or misleads KLO by providing inaccurate or incomplete information regarding the matter;

– if the Client materially breaches any provision of these General Terms and Conditions;

– in any other case where KLO considers termination to be justified.

11.2 In the event of termination pursuant to clause 11.1, KLO shall be released from liability for any damage suffered by the Client as a result of the suspension or termination.

11.3 Each party has the right to unilaterally terminate the Agreement upon not less than 30 (thirty) days’ written notice, unless otherwise provided in the Agreement or such notice period is inconsistent with the nature of the services being provided. Our representation of you will terminate immediately upon the giving of such notice by either party. If and to the extent that our immediate withdrawal as your legal advisors would jeopardize your interests, we shall continue to be at your service for additional 7 days.

11.4 Upon termination of the Agreement by either party for any reason, our fees and expenses immediately become due and payable by you, including the fees and expenses of any third party retained by us or on your behalf, including any VAT applicable to such amounts, incurred up to the date of termination.

11.5 If a success fee is provided for in the Agreement and the Client terminates the Agreement after KLO has commenced providing the relevant service, the Client shall be obligated to pay KLO the success fee, irrespective of the fact that the Agreement has been terminated and service provision has ceased.

12 Data Collection and Protection

12.1 KLO collects personal data provided by the Client and/or other persons during the provision of legal services, including but not limited to names, contact information, identification documents, and other data necessary for the provision of the services.

12.2 Personal data shall be processed for the purpose of providing legal services, fulfilling legal and regulatory obligations, and maintaining communication with the Client and/or the Client’s related parties. Data processing is conducted in accordance with applicable data protection laws and principles, and KLO ensures that the data collected is relevant, adequate, and limited to what is necessary in relation to the purposes for which it is processed.

12.3 In the course of collecting and processing personal data, KLO shall implement appropriate technical and organisational measures to protect personal data against unauthorised access, accidental loss, destruction, or damage.

12.4 Personal data shall be retained only for as long as necessary to fulfil the purpose for which it was collected, or as required by applicable law. KLO adheres to applicable data retention periods in accordance with regulatory requirements and professional standards.

12.5 All persons employed by or engaged on behalf of KLO to provide legal services are subject to strict confidentiality obligations to ensure responsible and secure handling of personal data.

12.6 The Client has the right to request access to their personal data, to rectify any inaccuracies, and, where applicable, to request erasure or restriction of processing of their personal data, in accordance with applicable legal requirements.

12.7 Any transfer of personal data outside the jurisdiction shall be carried out in accordance with applicable data protection regulations and with appropriate safeguards in place.

12.8 By accepting these General Terms and Conditions of Service, the Client consents to the collection and processing of personal data by KLO in the manner described above. Additionally, the legal basis for processing the Client’s data is contractual necessity, legal obligation, and legitimate interest.

13 Use of Artificial Intelligence

13.1 The Attorney may use tools and systems based on artificial intelligence (hereinafter: “AI Tools”) for the purpose of improving the efficiency of providing legal services, including but not limited to legal research, document analysis, preparation of draft instruments, and administrative tasks.

13.2 Any use of AI Tools is subject to the professional assessment, supervision, and responsibility of the Attorney. The Attorney remains fully responsible for the accuracy, legality, and quality of all legal services rendered to the Client, regardless of the use of AI Tools.

13.3 The Attorney shall not enter confidential or personal data of the Client into publicly available AI systems or tools that do not have appropriate data protection and confidentiality safeguards. The use of AI Tools shall be carried out with the application of appropriate security and data protection measures in accordance with the provisions of clause 12 of there Terms & Conditions.

13.4 At the Client’s request, the Attorney shall inform the Client of the types of AI Tools used in handling a specific matter, to the extent this is not contrary to the Attorney’s professional obligations.

13.5 The Client may, by written request addressed to the Attorney, request that certain actions or documents within the scope of services not be prepared using AI Tools. The Attorney shall accommodate such a request to a reasonable extent, with the possibility of a corresponding adjustment to the fees under clause 4 of this Agreement.

14 Governing Law and Dispute Resolution

14.1 Unless otherwise agreed, the Agreement shall be governed by and construed in accordance with the laws of Montenegro.

14.2 Any dispute arising from the Agreement shall first be subject to amicable resolution through negotiation between the parties. In the event that the parties are unable to resolve the dispute amicably, it shall be resolved before the competent court in Podgorica.

15 Final Provisions

15.1 These General Terms and Conditions may be amended or supplemented from time to time. Amendments will be published on our website at www.klo.co.me with 30 days’ notice and will take effect upon the expiry of that period. The current version is available on www.klo.co.me and will be provided to you upon request.

15.2 Should any provision of these General Terms and Conditions or the Agreement be found null and void, such provision shall not apply and, to the extent possible, shall be replaced by a new provision that, to the greatest extent possible, reflects the original intent of the parties. All remaining provisions of the General Terms and Conditions and/or the Agreement shall remain in full force and effect, unless the parties agree otherwise.