Effective date: 27 August 2026
These Terms of Introduction & Legal Disclaimer (the “Terms”) apply to introductions and related facilitation services provided by Legasset OÜ, registry code 14870443, registered at Harju maakond, Tallinn, Kesklinna linnaosa, Vesivärava tn 50-201, 10152 Tallinn, Estonia (“Legasset”).
An “Introduction” means the introduction by Legasset of one person or entity to another in connection with a potential business, corporate, licensing, investment, acquisition, disposal or other commercial opportunity.
These Terms apply specifically to Legasset’s role in connection with an Introduction. Where Legasset provides legal, consulting, due diligence, transaction support or other professional services under a separate written engagement, that separate engagement applies to those services and prevails in the event of conflict.
1. Role of Legasset
In connection with an Introduction, Legasset acts solely as an independent introducer and facilitator of communications between parties who may have a mutual commercial interest.
Unless expressly agreed otherwise in writing, Legasset does not act, in relation to an Introduction, as a broker, investment adviser, financial adviser, tax adviser, fiduciary, escrow agent, agent, representative or partner of any party.
Legasset’s role may include introducing parties, transmitting information received from one party to another, coordinating communications and facilitating discussions.
Such activities do not, by themselves, constitute representation of either party or assumption of responsibility for the proposed transaction.
2. Separate Professional Engagements
Nothing in these Terms prevents Legasset from separately providing legal, consulting, due diligence, transaction support, documentation, negotiation or other professional services to one or more parties.
Any such services must be expressly agreed separately in writing and shall be governed by the applicable engagement letter, services agreement, mandate, fee arrangement or other written agreement.
The limitations relating specifically to Introduction Services shall not be interpreted as disclaiming obligations expressly undertaken by Legasset under a separate written engagement.
3. Independent Decision-Making
Each party is solely responsible for assessing any proposed transaction and deciding whether to commence, continue or complete discussions, negotiations or a transaction.
All negotiations, commercial decisions, agreements, payments and transactions are undertaken voluntarily and independently by the respective parties and at their own commercial risk.
No party is obliged to proceed merely because an Introduction has been made.
4. No Due Diligence or Verification
Unless expressly agreed otherwise in writing, Legasset does not conduct legal, financial, commercial, tax, regulatory, compliance or technical due diligence in connection with an Introduction.
Legasset does not independently investigate, audit or verify the accuracy, completeness, authenticity or current status of information concerning any party, company, business, asset, licence, authorisation, regulatory status, financial position, liability, document or proposed transaction.
Each party is solely responsible for investigations, verification and due diligence before entering into a transaction or making a payment.
5. Third-Party Information
Information, documents, statements, presentations, financial information, corporate information, licence details, transaction terms and other materials communicated by Legasset may have been supplied by a seller, buyer, shareholder, representative, intermediary, adviser or other third party.
Unless expressly stated otherwise, Legasset may communicate such information on a pass-through basis and without independent verification.
Transmission, forwarding, summarising or presentation of third-party information does not constitute adoption, confirmation, certification, representation or warranty by Legasset as to accuracy, completeness or reliability.
Information may change after it has been communicated. Each party is responsible for verifying all material information immediately before relying upon it or completing a transaction
6. No Advice or Recommendation in Connection with an Introduction
Unless Legasset has been separately engaged in writing to provide specific professional advice, information communicated solely in its capacity as introducer or facilitator shall not constitute legal, financial, investment, tax, accounting or other professional advice.
An Introduction does not constitute a recommendation, endorsement, solicitation, representation, warranty or guarantee regarding any party, transaction, business or commercial opportunity.
Each party should obtain independent professional advice as necessary.
7. Licensed and Regulated Businesses
Where an Introduction relates to a company or business holding a licence, registration, authorisation, regulatory approval or other regulated status, any description of such status refers to information available to Legasset at the relevant time and should be independently verified.
An acquisition may require notification to, consent from or approval by competent authorities, regulators, banks, payment institutions, counterparties or other third parties.
Legasset does not guarantee:
- regulatory approval, change-of-control approval, fit-and-proper assessment or other consent;
- timing or outcome of a regulatory process;
- continuation of an existing licence, registration, authorisation, bank account, payment account, partnership or other relationship;
- acceptance of a proposed shareholder, director, beneficial owner, officer or business model; or
- that regulatory or legal requirements will remain unchanged.
Unless expressly stated otherwise and legally permissible, references to sale or acquisition of a “licensed company”, “licensed entity” or similar opportunity refer to acquisition of the relevant corporate entity or business and should not be interpreted as a representation that a regulatory licence itself is independently transferable.
8. No Responsibility for Underlying Agreements
Unless separately engaged in writing to provide legal or transaction documentation services, Legasset is not responsible for drafting, negotiation, review, execution, amendment, interpretation, performance, breach or termination of agreements entered into between introduced parties.
Legasset is not a party to an SPA, Share Purchase Agreement, Asset Purchase Agreement, Loan Agreement, Investment Agreement, Joint Venture Agreement, MOU, LOI, NDA or other transaction document merely because it introduced the parties or facilitated communications.
9. No Agency, Fiduciary Relationship or General Duty to Supervise
The making of an Introduction does not, by itself, create an agency relationship, fiduciary relationship, partnership, joint venture or similar relationship.
Unless expressly agreed otherwise, Legasset has no obligation to:
- supervise negotiations;
- monitor communications;
- oversee contractual performance;
- verify compliance with transaction documents;
- monitor or control payments;
- enforce contractual rights;
- resolve disputes; or
- protect the commercial interests of either party.
10. No Reliance
Each party is responsible for making its own independent assessment.
No party should rely exclusively upon an Introduction or information communicated by Legasset in its capacity as introducer.
Each party should rely upon its own judgment, investigations and independent professional advisers.
11. Independent Professional Advice
Legasset strongly recommends that each party obtain appropriate independent legal, financial, tax, accounting, regulatory and other professional advice before:
- signing binding documents;
- transferring funds;
- acquiring or disposing of shares, assets or businesses;
- assuming contractual obligations; or
- completing a transaction.
12. Position of Legasset Between Introduced Parties
Unless expressly agreed otherwise in writing, Legasset does not represent either introduced party solely by virtue of making an Introduction.
Legasset may have a separate commercial, referral, mandate, advisory or professional relationship with one party or another intermediary.
Such relationship does not, by itself, make Legasset a party to the underlying transaction or responsible for obligations of the buyer, seller or another participant.
Any dispute concerning the underlying transaction remains a matter for those parties and their advisers, except to the extent a claim concerns a separate contractual obligation expressly undertaken by Legasset.
13. Fees and Separate Fee Arrangements
Legasset may receive introduction fees, referral fees, success fees, commissions, retainers or other remuneration in connection with a transaction.
Any fee entitlement, commission arrangement, mandate, referral arrangement or payment obligation is governed by the relevant separate written agreement, written confirmation or other binding arrangement.
Nothing in these Terms waives, limits or replaces any fee, commission, non-circumvention or payment rights separately agreed with Legasset.
Receipt or potential receipt of a fee does not make Legasset a party to the underlying transaction.
14. Limitation of Liability
To the fullest extent permitted by applicable law, Legasset shall not be liable, solely as a consequence of making or facilitating an Introduction, for loss, damage, liability, claim, cost or expense arising from:
- acts or omissions of introduced parties or third parties;
- inaccurate, incomplete, misleading or fraudulent third-party information;
- negotiations or decisions of introduced parties;
- agreements between parties;
- payments or transfers;
- failure, delay or cancellation of a transaction;
- breach, default, misrepresentation, fraud or misconduct by another party;
- insolvency or inability to perform;
- decisions of regulators, banks, financial institutions or other third parties; or
- loss, suspension, variation or non-renewal of licences, authorisations, registrations, banking relationships or third-party arrangements.
To the fullest extent permitted by law, Legasset shall not be liable for indirect, consequential, incidental, special, exemplary or punitive damages, or loss of profit, revenue, opportunity, business, anticipated savings or goodwill, arising in connection with an Introduction.
Where liability arising specifically from Introduction Services cannot lawfully be excluded, Legasset’s aggregate liability shall, to the fullest extent permitted by law, be limited to total fees actually paid to Legasset specifically for the relevant Introduction.
Nothing excludes or limits liability to the extent it cannot lawfully be excluded or limited.
15. Responsibility of the Parties
Each party remains responsible for:
- appropriate due diligence;
- verification of material information and documentation;
- ownership and authority checks;
- assessment of legal, regulatory, commercial, tax and financial risks;
- verification of licences and regulatory status;
- obtaining required approvals;
- negotiation;
- independent advice;
- transaction documentation;
- compliance with applicable laws, sanctions, AML/KYC and other requirements;
- decisions concerning payments and settlement; and
- performance of contractual obligations.
16. Separate Agreements and Order of Precedence
These Terms apply to Introduction Services unless otherwise agreed in writing.
A separate written agreement concerning legal services, consulting, transaction support, due diligence, escrow, representation, referral arrangements, commissions, confidentiality, non-circumvention or another matter governs that subject matter.
In the event of inconsistency, the separately executed written agreement prevails to the extent of the inconsistency.
17. Governing Law and Jurisdiction
These Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of the Republic of Estonia.
To the extent permitted by applicable law, the courts of the Republic of Estonia have exclusive jurisdiction to settle disputes arising out of or in connection with these Terms or Legasset’s provision of Introduction Services.
This clause governs disputes involving Legasset under these Terms and does not determine governing law or jurisdiction applicable to an underlying transaction agreement between introduced parties.
18. Severability
If any provision is invalid, unlawful or unenforceable, it shall be interpreted or limited to the minimum extent necessary to make it valid where legally possible.
Otherwise it shall be severed and remaining provisions continue in full force.
19. No Waiver
Failure or delay by Legasset to exercise a right or remedy does not constitute a waiver.
A waiver is effective only if expressly made in writing.
20. Acceptance of These Terms
These Terms may be incorporated by reference into communications, introductions, mandates, proposals, correspondence or other arrangements involving Legasset.
By requesting or accepting an Introduction after being provided with, or directed to, these Terms, or by continuing discussions arising from such Introduction, a party acknowledges that the Introduction is provided subject to these Terms.
Where a separate written agreement exists, acceptance remains subject to the order-of-precedence provisions above.
21. Amendments
Legasset may update these Terms from time to time.
The version applicable to a particular Introduction shall, unless otherwise agreed, be the version made available to the relevant party at the time of that Introduction.
Changes after an Introduction shall not retrospectively alter separately accrued contractual rights or obligations unless agreed by the relevant parties.
Contact
Legasset OÜ
Registry code: 14870443
Harju maakond, Tallinn, Kesklinna linnaosa
Vesivärava tn 50-201
10152 Tallinn, Estonia
Email: office@legasset.com
