General Terms and Conditions

of the Provision of Legal Services

by

GEORGI POPOV & CO. LAW FIRM

 

1.      Introductory provisions

1.1.   The General Terms and Conditions for the Provision of Legal Services (the “General Terms and Conditions” or “GTC”) specify the principles of providing legal services to the Client by Georgi Popov & Co. Law Firm (“GP&Co.”).

1.2.   GP&Co. declares that it possesses all necessary qualifications to render legal advisory services as required by Bulgarian law.

1.3.   The legal services (the “legal services”) rendered by GP&Co. shall consist of, in particular, providing legal advice, preparing legal analyses and opinions, drafting contracts and other documents, representation and legal consultancy during negotiations conducted by the Client, as well as appearing on the Client’s behalf before courts, governmental administrative offices, and in arbitration proceedings.

1.4.   The Client may submit instructions for legal services in written or documentary form, in particular by using electronic mail, and orally.

1.5.   The Client, at the request of GP&Co., shall confirm the terms and conditions of its instruction, in written or documentary form. If the Client fails to respond immediately to the inquiry made by GP&Co., describing the terms and conditions of the instruction, it shall be assumed that the instruction is confirmed with the contents as worded in the document prepared by GP&Co.

1.6.   The Parties are aware that the use of electronic mail for exchanging information is not fully secure and does not ensure delivery of correspondence. However, for practical reasons, they agree to exchange information in this way, using then-currently generally accepted security devices. In individual matters, the Client may request that information be exchanged in another manner, and such request shall be binding upon GP&Co.

2.      Client service team

2.1.   At the Client’s request, GP&Co. and the Client shall agree on a team of lawyers and/or advisors that will be in charge of the Client’s specific matters.

2.2.   In justified situations, and if it is in the Client’s interests, GP&Co. may also entrust lawyers and/or other advisors who are not permanently employed by GP&Co., but who cooperate with GP&Co. and have appropriate professional qualifications and licensing. In this situation, GP&Co. shall be responsible for the appropriate selection and for the correctness and quality of the work performed by such lawyers and/or advisors.

2.3.   For a period of two (2) years from discontinuing cooperation with GP&Co., the Client shall not make or accept offers of employment or offers to provide services from any former employee or contractor of GP&Co. without GP&Co.’s consent. During the same period, GP&Co. shall not make any offers of employment or accept any requests for employment from the Client’s employees without the Client’s consent.

3.      Method and timelines for the provision of services

3.1.   GP&Co. shall provide legal services with due diligence and in keeping with the ethical principles applicable to the professions of solicitor/lawyer and legal advisor.

3.2.   The scheduled timeline for the completion of each assignment by GP&Co. shall be, as far as possible, agreed with the Client prior to accepting the assignment. If the timeline is to be binding, it shall be explicitly agreed by GP&Co. and the Client in writing.

3.3.   Should the Client or third parties be required to deliver any necessary information, documents, etc. within a specific timeline to complete an assignment, failure to deliver them in due time shall give GP&Co. the right to extend the timeline for providing the service accordingly.

3.4.   Should circumstances arise that were not foreseeable by GP&Co. or over which GP&Co. has no control and that might affect the meeting of the agreed timeline for completing an assignment, GP&Co. shall inform the Client without undue delay about the situation and shall set a new timeline for completing the assignment.

3.5.   Should it transpire from the circumstances, in particular in connection with advice being provided urgently, that the advice (whether oral or in writing) is not definitive in nature, the Client shall not raise any claims against GP&Co. as a result of acting on the advice so provided.

3.6.   Clause 3.5 shall apply accordingly to draft opinions, reports, letters, etc. that have been clearly marked as drafts.

3.7.   In the course of performing services for the Client, GP&Co. can obtain from the Client personal data of various persons, such as, for example, contact persons, which it will process as the data controller in order to provide these services. In this case, GP&Co. will exercise due diligence to ensure that such data are processed in accordance with the applicable provisions of law, and that the rights of such data subjects are respected.

3.8.   As GP&Co. is a law firm with an international scope of operations, personal data may be, in certain situations, transferred outside the European Economic Area for the purpose of provision of legal services, assessment of conflicts of interests, for marketing purposes, and to ensure compliance with the provisions of law. In such situation, GP&Co. will exercise due diligence that the transfer of personal data is in full compliance with the provisions of law. In particular, the firm will ensure that appropriate mechanisms for the proper protection of personal data, e.g. through the conclusion of appropriate data transfer agreements based on the EU Standard Contractual Clauses, are implemented. Data subjects shall have the right to access their data and correct it. Providing data is voluntary.

4.      Confidentiality

4.1.   Subject to clause 4.2, GP&Co. shall maintain the confidentiality of information received from the Client concerning its operations and shall not make it available to third parties, except for situations in which such information is generally available, when the Client gives its consent to disclosure or if disclosure is required by law. For the avoidance of any doubt, information that, according to the Client, must be kept confidential shall be marked by it as confidential, and should it be given orally, its confidential nature shall be confirmed by the Client in written or documentary form.

4.2.   Unless otherwise agreed in written or documentary form, all information and documents provided to GP&Co. by the Client or prepared by GP&Co. in performance of the agreement with the Client may be delivered to the Client, its employees or other persons specified by the Client.

4.3.   GP&Co. may make available the Client’s information to the lawyers and/or other advisors referred to in clause 2.2, provided that the obligation to maintain the confidentiality of this information is ensured.

4.4.   The Client authorises GP&Co. to include its name in the list of clients in GP&Co.’s information materials and to provide information on completed projects, to the extent the information is available to the public.

4.5.   The Client agrees to its data being used by GP&Co. in its cooperation with other GP&Co. offices, in particular in order to eliminate any conflict of interests and to ensure compliance with regulations on anti-money laundering and countering the financing of terrorism, on sanctions, etc.

4.6.   The Client shall maintain the confidentiality of all information received from GP&Co. concerning its operations, including, in particular, information about the fees of GP&Co., and will not make such information available to third parties, except for situations in which GP&Co. gives its consent to disclosure or if disclosure is required by law.

5.      Conflict of interests

5.1.   The Parties shall inform each other of any situations that may result in a conflict of interest between the Client or any affiliated entities and other clients served by GP&Co.

6.      Provision of information and other obligations of the Client

6.1.   The Client confirms that it is aware that the quality and timeliness of the services provided by GP&Co. are dependent on the Client meeting a number of conditions. Therefore, the Client:

1. a) shall designate a person who, on the Client’s behalf, will be responsible for communication with GP&Co.;
2. b) shall provide GP&Co. timely with exhaustive, true and accurate information, both in writing and orally, necessary for GP&Co. to properly provide the legal services;
3. c) shall provide GP&Co., on request, with copies (and, in justified cases, also the originals) of all the documents in the Client’s possession that are necessary for providing the legal services;
4. d) shall inform GP&Co. of:

–   all decisions taken that may affect the appropriateness of the legal services provided by GP&Co.; and

–   all changes relating to the information previously provided by the Client; and

1. e) shall cooperate with the people working on behalf of GP&Co. in the offices or on other premises owned by the Client or a third party, including giving access to office equipment (e.g. telephone, fax machine, photocopier, computer, etc.) and secretarial assistance. Should ensuring such assistance requires obtaining the consent of third parties, the Client shall obtain such consent.

6.2.   If, depending on the circumstances, GP&Co. has to rely on the work performed by third parties upon the Client’s request, GP&Co. shall not be responsible for the quality, correctness and accuracy of such work.

6.3.   Unless otherwise specifically agreed by GP&Co. and the Client, GP&Co. shall not be required to verify the truth, accuracy, authenticity or consistency of any copies of information and documents provided by the Client.

6.4.   The Client shall present to GP&Co. the original of any document that, in connection with the legal services provided, must be confirmed as conforming to the original by a GP&Co.’s lawyer.

6.5.   Original documents provided by the Client for the purposes of carrying out an assignment or original documents related to ongoing assignments (e.g. pleadings, verdicts, decisions) are kept at the archives of GP&Co. Such original documents should be collected by the Client after completion of an assignment GP&Co. reserves the right to destroy any documents not collected by the Client, subject to prior notice to the Client of such intention and not earlier than one (1) year after the completion of the assignment. In any case, GP&Co. reserves the right to destroy any documents not collected by the Client upon the expiration of five (5) years from the occurrence of either of the two -the completion of the assignment or conclusion of the case.

7.      Fees

7.1.   The fees for the services provided by GP&Co. are dependent on a number of factors, including the experience of the lawyers and/or the other advisors performing specific tasks, the nature of the assignment, the circumstances in which it is being carried out, the time spent completing it and the required deadline for its completion.

7.2.   Unless agreed otherwise, the fees for the services provided by GP&Co. shall be calculated as the product of the time spent providing legal services and the hourly rate of a given professional.

7.3.   The Client shall be informed of the hourly rates prior to the commencement of work on the first instruction. GP&Co.’s hourly rates are reviewed periodically, and the Client will be notified about any increased rates. If the Client does not raise objections in writing form within seven (7) days of receiving the notice about the new rates, the new rates will apply from the beginning of the next billing period.

7.4.   Upon the Client’s request prior to commencing any work, GP&Co. may propose, if the nature of the assignment so permits, flat rate fees. If, during work on the assignment, any new circumstances should arise that impact the scope of services provided by GP&Co. or their cost, GP&Co. shall notify the Client of this fact immediately. Unless otherwise agreed, in such a case GP&Co. may request an appropriate increase in the fees prior to undertaking any further work.

7.5.   The time spent by people working on an assignment on behalf of GP&Co. in travelling to the Client’s office or other premises designated by it or to courts, governmental administrative offices and other institutions shall be treated as working time unless otherwise agreed by GP&Co. and the Client.

7.6.   GP&Co. and the Client may agree on other rules for the fee reflecting the similarity or repetitive nature of the activities performed.

7.7.   In justified situations, if the nature of the assignment allows, GP&Co. and the Client may agree on a fee in an amount that will depend on the result of the assignment as established by GP&Co. and the Client.

8.      Expenses

8.1.   GP&Co. shall charge the Client for third-party expenses incurred in connection with the legal services provided for the Client, e.g. court fees, notarial fees and stamp duty, courier and similar charges, travel, accommodation and meal expenses of the people working for GP&Co., translation fees, etc.

8.2.   GP&Co. shall inform the Client about any planned significant expenditure on third parties to be charged to the Client, such as court, notary or translation fees.

9.      Invoicing and payment

9.1.   Invoices for legal services provided on an on-going basis shall be issued by GP&Co. at monthly intervals, for the period between the first and the last days of a given month. In justified cases, GP&Co. may consent to change the settlement period, which, however, may not exceed one (1) year.

9.2.   In the event of the Client and GP&Co. cooperate on a given one-off project, a VAT invoice shall be issued by GP&Co. promptly upon completion of the project, but no later than the time specified in the provisions of law. In justified cases the Client and GP&Co. may agree on issuance of interim invoices for the service provided. This shall apply, in particular, to projects carried out over the turn of calendar months and projects that require GP&Co. to incur costs.

9.3.   If so agreed by GP&Co. and the Client, before work begins the Client shall pay a retainer and GP&Co. shall issue a retainer invoice to the Client in the agreed amount. In such case, upon completion of the legal services GP&Co. shall issue an invoice in the amount agreed with the Client, less the amount of the retainer received in the bank account of GP&Co.

9.4.   The Client shall pay an invoice by bank transfer within fourteen (14) days of the date of issuance of the invoice. The Client shall cover any and all charges payable by the Client to its bank for the transfer. If an overpayment should occur as a result of payment of the fee for legal services, it shall be applied to outstanding amounts owed to GP&Co., beginning with the oldest, or if there are none it shall constitute an advance toward future legal services unless the Client requests refund of the overpayment. The overpayment shall be refunded to the Client within seven (7) days following receipt by GP&Co. of the request for a refund.

9.5.   Except for the instructions described in clause 7.4 (flat rate fees), GP&Co. shall include with invoices issued to the Client a description of the work performed in the period to which a given invoice relates.

9.6.   The fee and costs together constituting a complex legal service, specified in invoices issued to the Client, shall be increased by VAT at the rate in force at the given time unless, in the specific case, it is possible to issue an invoice without VAT. The Client authorizes GP&Co. to issue VAT invoices without its signature.

9.7.   The amounts specified in the invoices issued to the Client shall not include any withholding tax (if applicable). Should such tax be payable to the tax authorities having jurisdiction over the Client, the Client shall gross up the fees to be paid to GP&Co. accordingly.

9.8.   The fees for the services of GP&Co. shall be determined in EUR.

9.9.   In the event of a delay in paying an invoice or expenses, or other material breach of Client’s obligations, GP&Co. reserves the right: i) to charge the Client statutory interest; and ii) to suspend our services at any time.

9.10. GP&Co. may send the Client a demand for payment in electronic form, to the email address specified in the agreement. For its claims arising from unpaid fees and expenses, GP&Co. may request the issuance of a writ of execution pursuant to Art. 410, par. 1 of the Bulgarian Civil Procedure Code, regardless of their amount.

10.    Protection of copyright

10.1. All rights, including copyright, in relation to advice, information, legal opinions, studies, work methodology, systems, techniques, know-how, documents, etc. prepared by GP&Co. as part of the services provided to the Client (the “Advice”), irrespective of the form or type of carrier used for recording or transferring them, shall be held by GP&Co. Subject to clause 10.2, the Advice may be used by the Client only for its internal purposes, as part of its business activities.

10.2. Disseminating or transferring the Advice received from GP&Co. or making them available in any other way to third parties shall require the consent of GP&Co. or the execution by Client and GP&Co. of a contract for the transfer of copyright or for the use of the copyright, unless such Advice was prepared by GP&Co. for the purpose of disseminating them to third parties.

10.3. GP&Co. shall have unlimited rights to use the Advice created in connection with providing services for the Client, provided that the confidentiality referred to in clause 4 is maintained. In particular, GP&Co. shall have the exclusive right to create derivative works, including the right to process, translate, modify and adapt the Advice, unless otherwise specifically agreed by GP&Co. and the Client in a separate contract.

11.    Liability

11.1. Should the Client have any objections regarding the services provided by GP&Co., the Client has the right to file a complaint.

11.2. The complaint should specify the type of objections (e.g. regarding the quality, timeliness or amount of fees) and reasons for them, and should be filed no later than fourteen (14) days after the date of provision of a particular service or the day on which the service was supposed to have been delivered.

11.3. The complaint should be sent to a person responsible for client communication at GP&Co. or to a GP&Co. partner chosen by the Client with copy to the following email address: gpopov@gpcolaw.com.

11.4. GP&Co. shall respond to the complaints no later than within two (2) weeks, by presenting its position.

11.5. GP&Co. shall be liable for the non-performance or improper performance of legal services. However, GP&Co. shall not be liable for the non-performance or improper performance of a contract as a result of (i) an event of force majeure, any other circumstances over which GP&Co. does not have any control and/or (ii) untrue, inaccurate or incomplete information provided by the Client or people acting on behalf of the Client or at its request.

11.6. GP&Co. shall not be required to verify the authorization of a given person by the Client to contact GP&Co., provide data, commission and accept work.

11.7. GP&Co. shall not be liable for the effects of legal advice or other services if, after they have been provided, a change in applicable law or in its interpretation by the courts or governmental administrative offices occurs.

11.8. Considering the occasional inconsistency of the Bulgarian legal system, the GP&Co.’s and the other advisor’s potential liability shall be limited in case of minor negligence to the amount of the fee received. In any case, the GP&Co.’s potential total liability shall be limited to direct losses and shall not cover any indirect losses, such as lost profits.

11.9. If, in connection with the advisory services, the Client incurs a loss or is exposed to a loss as a result of the non-performance or improper performance of the contract by GP&Co.’s liability in this respect shall be limited to three times the amount of fees paid to GP&Co. for the provision of advisory services in a given matter.

11.10.  If GP&Co.’s fees for providing advisory services in a given settlement period are determined on a flat rate basis, GP&Co.’s liability for any losses resulting from such services provided shall also be dependent on the amount of the direct losses incurred by the Client in connection with the assignment completed in the said settlement period. However, in no event shall the amount of damages exceed three times the amount of flat rate fees paid for a given assignment in a given settlement period.

11.11.  Various international sanctions, restrictions and requirements (“Sanctions Restrictions”) may apply and be binding on GP&Co. and/or its insurers, insurance brokers, banks and third parties who may be involved in a matter. GP&Co.’s professional indemnity insurance may be excluded or suspended in the event its insurers may be exposed to Sanctions Restrictions. If GP&Co. become restricted or prevented in performing services for the Client, or its professional indemnity insurance is, or may be, excluded or suspended as a result of Sanctions Restrictions (“Sanctions Event”), GP&Co. will not be liable to the Client and GP&Co. reserve the right to cease acting for the Client in such circumstances. GP&Co. will notify the Client as soon as reasonably practicable should any Sanctions Event arise. Additionally, if a Sanctions Event arises in relation to a claim the Client make against us, GP&Co. will not be liable to make any payment to the Client by way of compensation, unless and until an GP&Co.’s indemnity is provided by GP&Co.’s insurers.

12.    Application of the General Terms and Conditions

12.1. The General Terms and Conditions shall be binding upon GP&Co. and the Client from the time of their acceptance by the Client (which shall be deemed effected by making a declaration of intent regarding the acceptance of a proposal or an agreement to which the General Terms and Conditions are attached); however, the General Terms and Conditions shall also apply to services provided by GP&Co. prior their acceptance by the Client if the Parties were not bound by a previous agreement.

12.2. The Client’s declaration of intent to accept a proposal should be made in the form of a document, in a manner enabling identification of the person who made the declaration, in written or documentary form.

12.3. The General Terms and Conditions and the proposal or agreement to which the General Terms and Conditions are attached shall jointly constitute the agreement (the “Agreement”) entered into by and between the Client and GP&Co. and the basis on which the Client may assign GP&Co. to provide legal services. The first assignment may be placed simultaneously with the execution of the Agreement.

12.4. Unless otherwise agreed between the Client and GP&Co., the Agreement has been entered into for an indefinite term and shall remain in effect unless and until it is terminated by either of the Parties.

13.    Termination of the Agreement and individual instructions

13.1. An assignment may be terminated by the Client at any given time. If the assignment is terminated before its completion, the Client shall reimburse GP&Co. for any costs that have been incurred to work on the assignment properly (including any subcontractors’ fees) and pay that portion of the fees corresponding to the work done so far and the stage of completion of the matter.

132. Where the Client withdraws from the Agreement without reasonable valid grounds, any fee already paid shall not be refunded and GP&Co. shall be entitled to the fee and expenses in full. Furthermore, if the fee is payable in instalments, the Client shall pay the full amount of the agreed fee.

13.3. GP&Co. may terminate an assignment or the Agreement only for material reasons. In particular, the failure to pay the fees due to GP&Co. timely shall be deemed material. Unless the law requires otherwise, in this situation GP&Co., at the Client’s request, shall conduct, on its behalf, to the extent agreed, all reasonable activities necessary for protecting the Client against adverse legal consequences. The second sentence of clause 13.1 shall apply accordingly.

13.4. The Agreement may be terminated by the Client or GP&Co. at any time upon giving the other Party notice in written or documentary form; otherwise, such termination shall be invalid. In this situation, clauses 13.1 to 13.3 shall apply accordingly.

13.5. Notwithstanding any termination of the Agreement, those provisions of the General Terms and Conditions that, due to their nature, shall also apply after the expiry of the General Terms and Conditions shall remain in force. This concerns, in particular, clauses 4, 10 and 11.

14.    Amendments to the General Terms and Conditions

14.1. Any amendments to the General Terms and Conditions made by GP&Co. shall be delivered to the Client in written or documentary form. The amended General Terms and Conditions shall come into effect fourteen (14) days after their delivery to the Client or on another date specified in the General Terms and Conditions, unless the Client notifies any objections to the amended Terms and Conditions in writing within such fourteen (14) days’ period. If the Client raises any objections, GP&Co. shall have the right to terminate the Agreement with the Client.

14.2. All agreements between GP&Co. and the Client that are not in accordance with the General Terms and Conditions must be made in written or documentary form.

15.    Final provisions

15.1. Matters not covered in the General Terms and Conditions shall be governed by Bulgarian law, including, in particular the Bulgarian Lawyers Act.

15.2. Any and all disputes that may arise between GP&Co. and the Client from this contract 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 submitted by the Parties to the Sofia Bar Association for settlement and if no settlement I signed within three (3) months of submitting, the dispute 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.

(Adopted by GP&Co. on 31. Oct. 2025. Effective as of 01 Dec. 2025)

GP&Co. Law Firm

Sofia, Bulgaria