Public offer for legal, consulting, research and educational services

TSUL PROFESSIONAL SERVICES Limited Liability Company (brand: TSUL CONSULTING LAW FIRM), Taxpayer ID (INN) 312794114, represented by its Director Akmalkhonov Bositkhon Azizkhon ugli, acting on the basis of the Charter (the “Contractor”), offers any legally capable individual, sole proprietor or legal entity (the “Client”) to enter into a services agreement on the terms set out below.

This document is a public offer under Article 369 of the Civil Code of the Republic of Uzbekistan. Under Article 370 of the Civil Code, performance by the Client of any of the actions listed in clause 2.4 constitutes full and unconditional acceptance of the offer. From the moment of acceptance, the Agreement is deemed concluded in writing and has the same force as an agreement signed by the parties.

If the Client does not agree with any term of the offer, the Client may not accept it. In that case the parties may enter into a separate agreement on paper.

1. Terms and definitions

1.1. Offer means this document published on the Contractor’s website.

1.2. Agreement means the services agreement concluded between the Contractor and the Client by accepting the Offer. The Offer, the Request, the terms agreed by the parties (invoice, commercial proposal, correspondence) and the Certificate of Services Rendered form an integral part of the Agreement.

1.3. Website means the Contractor’s website https://tsulconsulting.uz and its language versions.

1.4. Services means the legal, consulting, research, expert-analytical, academic and educational services listed on the Website.

1.5. Request means the Client’s enquiry describing the task, sent via the form on the Website, by phone, by email, via a messenger or social network (Telegram, WhatsApp, Instagram, LinkedIn) or in person.

1.6. Confirmation means the Contractor’s confirmation of the scope, price and timing of the Services in writing or electronically (invoice, commercial proposal, message from the Contractor’s official address or account).

1.7. Official communication channels means the email consulting@tsul.uz, the phone number +998 88 504 99 90, the Telegram account t.me/tsul_professional_services and the Contractor’s postal address. Messages sent through these channels are legally binding.

1.8. Certificate means a document, including an electronic one, confirming the scope and fact of the Services rendered.

2. Subject of the Agreement and ordering procedure

2.1. The Contractor undertakes to render the Services on the Client’s instructions, and the Client undertakes to accept and pay for them in accordance with Chapter 38 of the Civil Code of the Republic of Uzbekistan, “Services for Remuneration”.

2.2. The specific list, scope, price and timing of the Services are set by a Confirmation for each Request. Descriptions of services on the Website are for information only and do not oblige the Contractor to render a service in the stated scope before a Confirmation.

2.3. Ordering procedure:

1. The Client sends a Request and provides the information and documents needed to assess the task.
2. Within 2 business days, the Contractor states the scope, price and timing of the Services or declines the Request.
3. The Client accepts the Offer as set out in clause 2.4.
4. The Contractor starts rendering the Services once payment (prepayment) and the necessary documents have been received, unless the Confirmation states otherwise.

2.4. Any of the following actions by the Client constitutes acceptance of the Offer:

• full or partial payment for the Services, including via the QR code on the Website;
• ticking the box “I agree to the Terms of Service” when submitting a Request via the Website;
• written or electronic approval of a Confirmation referring to the Offer.

2.5. The Contractor may decline a Request without giving reasons, including in case of a conflict of interest or insufficient information, or if the Client’s task is contrary to law or professional ethics.

2.6. Services that by law may be provided only by an advocate (in particular, defence in criminal cases) are provided by advocates under a separate agreement concluded in accordance with the legislation on the bar. This Offer does not apply to such services.

2.7. The Contractor may engage its employees and external experts to render the Services and remains responsible to the Client for their work.

3. Price and payment

3.1. The price of the Services is set by the Confirmation or by the Contractor’s price list in effect on the date of acceptance. Prices are stated in Uzbek soums.

3.2. A price agreed by the parties may not be changed unilaterally. If it emerges during the work that the scope of the Services covers issues not previously considered, additional Services are rendered only after a new Confirmation.

3.3. The price of the Services does not include, and the Client pays separately for: state fees and duties, notary fees, services of translators, forensic experts and appraisers, postage, and travel and accommodation costs outside Tashkent, unless the Confirmation states otherwise.

3.4. Payment is made by non-cash means:

• via the Contractor’s QR code on the Website, using a banking or payment app;
• by bank transfer to the Contractor’s account against an issued invoice;
• by other means specified by the Contractor.

3.5. Payment for the Services to personal cards or accounts of the Contractor’s employees is prohibited. Such payments are not treated as payment under the Agreement, and the Contractor is not liable for them. The payee of a lawful payment is always TSUL PROFESSIONAL SERVICES LLC.

3.6. Unless the Confirmation provides otherwise, the Services are paid on a 100% prepayment basis. For long-term Services (court representation, projects), payment in stages may be agreed.

3.7. Subscription services (Basic, Optimum and Premium packages) are paid monthly no later than the 5th day of the month being paid for. The fee is paid for the right to receive Services within the package and does not depend on how many requests the Client makes in the month. The content and limits of the packages are set out in the agreement itself.

3.8. The payment obligation is fulfilled when the funds are credited to the Contractor’s account. Fees of the Client’s banks and payment systems are borne by the Client.

3.9. After payment, the Client sends the receipt via the Official communication channels, stating their name or company name and the Service paid for. The Contractor issues a fiscal receipt or a VAT invoice as required by law.

3.10. If payment is late, the Contractor may suspend the Services until the debt is fully repaid, having notified the Client in advance. A Client that is a legal entity or sole proprietor pays a penalty of 0.4% of the unpaid amount for each day of delay, but no more than 50% of the unpaid amount.

4. Rights and obligations of the parties

4.1. The Contractor shall:

• render the Services professionally, in good faith and within the agreed time;
• act in the Client’s interests within the limits of the law;
• inform the Client, on request, about the progress of the Services;
• keep the Client’s information confidential in accordance with Section 8;
• promptly inform the Client of circumstances that may affect the result or timing;
• return original documents to the Client once the Services are completed.

4.2. The Contractor may:

• choose its methods and legal position independently, agreeing key decisions with the Client;
• request from the Client the documents and information needed to render the Services;
• extend deadlines by any delay in the Client providing documents or payment;
• refuse to take actions that are contrary to law or professional ethics, even if the Client insists;
• withdraw from the Agreement as set out in Section 6.

4.3. The Client shall:

• provide complete, accurate and up-to-date information and documents, and not conceal circumstances material to the matter;
• pay on time for the Services and the expenses under clause 3.3;
• issue the powers of attorney needed for representation;
• reply to the Contractor’s requests and approve documents within 2 business days;
• not take actions that may affect the matter (filing documents, negotiating with the opposing party) without agreeing them with the Contractor;
• accept the Services as set out in Section 5.

4.4. The Client may:

• receive information about the progress of the Services;
• withdraw from the Agreement as set out in Section 6;
• submit claims regarding the quality of the Services as set out in Section 10.

4.5. The Contractor is not liable for consequences arising from information provided by the Client being inaccurate, incomplete or late, or for consequences of actions the Client took contrary to the Contractor’s recommendations.

5. Delivery and acceptance of the Services

5.1. The Services are deemed rendered:

• a consultation (in person, by phone, online) — when it takes place;
• a document, opinion, draft contract or other deliverable — when it is sent to the Client via the Official communication channels or handed over in person;
• representation and support — as the actions (attending a hearing, filing a document) are performed and recorded in a report or Certificate;
• subscription services — at the end of each paid month;
• a seminar, training or course — when it takes place.

5.2. For legal entities and sole proprietors, the Contractor issues a Certificate and an electronic VAT invoice through the electronic document management system.

5.3. Within 5 business days of receiving the deliverable or the Certificate, the Client signs the Certificate or sends reasoned written objections. If no objections are received within this period, the Services are deemed accepted in full and without claims.

5.4. The Contractor remedies justified objections within the agreed scope at no extra charge. Changes that alter the assignment or are based on new information are treated as additional Services (clause 3.2).

5.5. The Client’s disagreement with a decision of a court or government body or with the position of third parties is not a ground for refusing to accept and pay for the Services rendered.

6. Cancellation and refunds

6.1. The Client may withdraw from the Agreement at any time by sending written notice via the Official communication channels. In that case the Client pays for the Services actually rendered before the notice was received and reimburses the expenses actually incurred by the Contractor.

6.2. If the Client withdraws, funds are refunded as follows:

6.3. The value of the Services actually rendered is determined by the agreed stages or, if there are none, by the time spent and the Contractor’s current hourly rate. The Contractor provides a calculation on the Client’s request.

6.4. Refunds are made within 30 business days of receiving a written application with bank details, to the account or card from which the payment was made. Refunds are not made to third parties or in cash.

6.5. The Contractor may withdraw from the Agreement by notifying the Client if: the Client is more than 10 business days late with payment; fails to provide the necessary documents; knowingly provides false information; demands actions contrary to law; a conflict of interest is identified; or the Client insults or threatens the Contractor’s staff. In these cases the payment is refunded less the value of the Services actually rendered and expenses incurred.

6.6. The outcome of a matter (a decision of a court or government body, the result of negotiations, approval of a grant) is not in itself a ground for a refund for Services properly rendered.

6.7. Nothing in this Section limits the rights of a Client who is an individual under consumer protection legislation.

7. Liability

7.1. The parties are liable for non-performance or improper performance of the Agreement in accordance with the legislation of the Republic of Uzbekistan and this Offer.

7.2. The Contractor does not guarantee any particular outcome of the consideration of a matter by a court, government body, donor, accreditation body or other third parties, since these parties, not the Contractor, make the decisions. Any assessment of a matter’s prospects is a professional opinion, not a promise of a result.

7.3. The Contractor is not liable for lost profits, indirect losses, or losses resulting from:

• inaccurate or incomplete information and documents provided by the Client;
• actions of the Client contrary to the Contractor’s recommendations or without agreeing them with the Contractor;
• missed deadlines where the Client applied too late or delayed documents or payment;
• changes in legislation or law-enforcement practice after the Service was rendered;
• failures of banks, payment systems, the Internet or messengers.

7.4. Consultations are given on the situation described by the Client and on the basis of the legislation in force on the date of the consultation. Information materials on the Website and the Contractor’s social media are not legal advice on a specific matter.

7.5. The Client is responsible for the accuracy of the information provided and the lawful origin of documents and funds, and compensates the Contractor for losses caused by their inaccuracy.

7.6. The limitations of liability in this Section do not apply where losses are caused intentionally, or where such a limitation is prohibited by law, including consumer protection legislation.

8. Confidentiality and personal data

8.1. The Contractor keeps confidential the information received from the Client in connection with the Services and does not disclose it to third parties without the Client’s consent. This obligation applies during the Agreement and for 5 years after it ends.

8.2. Disclosure is not a breach if it:

• is necessary to render the Services (filing documents with a court, government body, notary or donor);
• is required by law or by a request of an authorised government body, including under anti-money laundering legislation;
• is necessary for the Contractor to protect its rights in a dispute with the Client (to the minimum extent needed);
• concerns information that has become public through no fault of the Contractor.

8.3. By accepting the Offer, a Client who is an individual consents to the processing of their personal data in accordance with the Law of the Republic of Uzbekistan “On Personal Data”:

• data: full name, passport details, personal identification number (PINFL), address, phone, email, information from the documents provided and payment details;
• purposes: concluding and performing the Agreement, communicating with the Client, accounting and tax records, compliance with legal requirements;
• actions: collection, recording, storage, use, transfer to the persons listed in clause 8.2, anonymisation and destruction;
• term: for the duration of the Agreement and the document retention periods set by law.

8.4. The Client may withdraw consent by sending a written request to consulting@tsul.uz. Withdrawal of consent may make further Services impossible and does not affect data that must be retained by law.

8.5. A Client who provides personal data of third parties (employees, relatives, counterparties) warrants that they have a lawful basis to do so.

8.6. The Contractor may mention the Client or the project in its client list and portfolio only with the Client’s written consent.

8.7. Exclusive rights to documents created for the Client pass to the Client upon full payment. The Contractor retains the rights to its templates, methodologies and training materials; the Client may not distribute them to third parties without the Contractor’s consent.

9. Force majeure

9.1. The parties are released from liability if non-performance is caused by force majeure: natural disasters, epidemics, military action, acts of government bodies, suspension of court operations, or large-scale failures of communications and power supply.

9.2. The party affected by such circumstances notifies the other party within 5 business days. Deadlines are extended for the duration of the circumstances.

9.3. If the circumstances last more than 2 months, either party may withdraw from the Agreement, with settlement under Section 6.

10. Dispute resolution and governing law

10.1. The Agreement is governed by the law of the Republic of Uzbekistan.

10.2. Disputes are resolved by negotiation. A claim is sent in writing via the Official communication channels, describing the demands and the evidence. The deadline for replying to a claim is 15 calendar days.

10.3. By mutual agreement, the parties may refer a dispute to mediation by an independent mediator.

10.4. If a dispute is not settled, it is heard:

• with a Client that is a legal entity or sole proprietor — by the economic court at the Contractor’s location (Tashkent);
• with a Client who is an individual — by the court determined under the jurisdiction rules set by law, taking into account consumer rights.

11. Term, amendments to the Offer and company details

11.1. The Offer takes effect when published on the Website and remains in force until withdrawn. The Agreement remains in force until the obligations are fully performed; a subscription agreement remains in force until either party withdraws.

11.2. The Contractor may amend the Offer by publishing the new version on the Website at least 10 calendar days before it takes effect. The new version applies to Agreements concluded after it takes effect. Services already paid for are governed by the version in force on the date of payment.

11.3. If any provision of the Offer is held invalid, the remaining provisions remain in force.

11.4. The terms of a separate written agreement between the parties prevail over the Offer.

11.5. Contractor’s details: