RS Terms of Engagement
SERVICE AGREEMENT
This Service Agreement (the "Agreement") is entered into by and between:
Service Provider:
Dr. Samira Schwartzhoff LLM
18012 Cowan Suite 107
Irvine, CA 92612
United States
Law Office of Dr. Samira Radwan LLM
EU-/EFTA-Attorney at law
Canton Zurich
Badenerstrasse 549
CH-8048 Zurich
Switzerland
Dr. Samira Radwan LLM
Attorney at law Germany
Sckellstraße 6
D-81667 Munich
Germany
Index of Sections
Effective Date: May 1, 2025
Introduction
1.1. Engagement Terms
Scope of Services
2.1. Legal Services
2.2. Non-Legal ServicesDefinitions
3.1. Law Firm
3.2. Service Provider
3.3. Service Models
Services
4.1. Service Overview
4.1.1. Legal Consultation
4.1.2. Tax Services
4.1.3. Advisory Services
4.1.4. Project Management
Subscription Services
5.1. Recurring Service Plan
Single Work Orders (Statement of Work)
6.1. Ad Hoc Requests
Engagement of Attorneys and Non-Attorneys
7.1. Service Assignment
7.2. Legal Tasks
7.3. Non-Legal Tasks
No Legal Representation or Privilege
8.1. Attorney-Client Relationship
Modifications and Expansions
9.1. Scope Adjustment
Fees
10.1. Fee Structure
10.2. Inflation Adjustment
Payment Terms
11.1. Subscription Payment
11.2. Work Order Billing
Service Provider Obligations
12.1. Service Delivery
12.2. Professionalism
Client Obligations
13.1. Response Time
13.2. Cooperation
Delivery of Work and Client Acceptance
14.1. Work Delivery & Approval
Confidentiality
15.1. Attorney Confidentiality
15.2. Personal Information Processing
Liability and Indemnification
16.1. Liability Limitations
16.2. Exceptions to Liability
16.3. Exclusion of Consequential Damages
Insurance
17.1. Liability Coverage
Termination
18.1. Subscription Termination
18.2. Single Work Order Termination
Client Communications
19.1. Communication Channels
Additional Fees and Penalties
20.1. Extra Service Fees
20.2. On-Site Work Fees
20.3. Misrepresentation Penalties
Miscellaneous
21.1. Governing Law
21.2. Dispute Resolution
RS Law (Tech)
Engagement terms
1. INTRODUCTION
1.1. The engagement of the Service Provider shall be governed exclusively by the terms and conditions set forth herein. These terms are non-negotiable and shall become immediately effective upon the Client’s initiation of services, irrespective of the execution of this Agreement by either party. By engaging the Service Provider or otherwise availing of any services offered, the Client is deemed to have accepted and agreed to be bound by all provisions contained herein.
2. SCOPE OF SERVICES
2.1. Legal Services
The Service Provider shall provide legal services through duly licensed attorneys, including but not limited to the provision of legal advice and consultations, the drafting, review, and negotiation of legal documents, and the representation of the Client before governmental, administrative, and regulatory authorities.
2.2. Ancillary Non-Legal Services
In addition to the foregoing, the Service Provider may, at the Client’s request, provide ancillary non-legal professional services. Such services may include, without limitation, operational and project management support, technology and application analysis, market research, and strategic advisory services related to business development initiatives. The provision of any non-legal services shall not be construed as the practice of law, nor shall such services be subject to the privileges and protections applicable to the attorney-client relationship, unless otherwise required by applicable law.
3. DEFINITIONS
3.1. Law Firm – Interchangeably used with "Service Provider."
3.2. Service Provider – A broader term used and applicable to all affiliated service locations and work models.
3.3. Service Models – As set forth and described under Section 2 - Services.
4. SERVICES
4.1. The Service Provider agrees to offer the following professional services (collectively, the “Services”):
4.1.1. Legal Services: Legal consultation, document review, contract drafting, regulatory compliance advice, and other services provided by licensed attorneys.
4.1.2. Tax Services: Tax advisory, planning, compliance, and filing services, as permitted by applicable law.
4.1.3. Technology and Business Advisory: Product strategy, software/system architecture, technical and security audits, digital transformation consulting, and related guidance.
4.1.4. Operations and Project Management: Business process development, operational scaling, team coordination, and project delivery support.
5. SUBSCRIPTION SERVICES
5.1. The Client may subscribe to a recurring service plan ("Subscription Plan"), which provides access to a predefined set of Services for a flat monthly or annual fee. The Subscription Plan shall outline the scope, limitations, response times, and rollover or expiration of unused hours.
6. SINGLE WORK ORDERS (STATEMENT OF WORK)
6.1. The Client may request services on an ad hoc basis through individual Statements of Work ("SOWs"). Each SOW shall define the specific Services to be performed, project timeline, deliverables, fees, and any applicable terms.
7. ENGAGEMENT OF ATTORNEYS AND NON-ATTORNEYS
7.1. Depending on the nature of the service, tasks may be assigned to attorneys (licensed to practice law in relevant jurisdictions) or to non-attorney professionals, including but not limited to project managers, operations consultants, engineers, and business advisors.
7.2. Services requiring legal advice or representation shall only be performed by licensed attorneys.
7.3. Non-legal services (such as business operations, tech consulting, or project execution) may be performed by qualified personnel who are not attorneys.
8. NO LEGAL REPRESENTATION OR PRIVILEGE
8.1. Engagements under this Agreement do not automatically establish an attorney-client relationship unless expressly stated in writing within a specific SOW or subscription engagement. Legal privilege applies only where an attorney-client relationship is clearly established under applicable law.
9. MODIFICATIONS AND EXPANSIONS
9.1. The scope of Services under a Subscription Plan or any SOW may be amended or expanded by mutual written agreement, including electronic correspondence confirming such modifications.
10. FEES
10.1. The Service Provider's fees and remuneration shall be determined based on the specific service model selected by the Client. The applicable fees, payment structure, and any related terms shall be outlined in a separate Statement of Work or written agreement to be negotiated and agreed upon by both Parties prior to the commencement of any services. No services shall begin until such agreement is finalized in writing.
10.2. The fees for services under this Agreement are subject to automatic adjustment in the event of significant inflation. Specifically, if the cumulative annual inflation rate for the billing currency, as determined by the official Consumer Price Index (CPI) or an equivalent government-published index, exceeds five percent (5%) in any twelve-month period, the fees shall automatically increase proportionally by the percentage exceeding five percent (5%) to reflect the actual inflation rate. Such adjustment shall take effect on the first day of the month following the publication of the relevant inflation data.
11. PAYMENT TERMS
11.1. Payment for the Subscription Service (Section 5.1) is due on the 1st day of each month. The Subscriber agrees to make payment in full for the subscription fee by this date. If payment is not received by the Service Provider by the 5th day of the month, a late payment surcharge of 10% of the monthly subscription fee will be added to the amount due. The surcharge will apply for each month in which payment is received after the 5th day. If the Subscriber fails to make payment within 10 days from the due date (i.e., by the 10th day of the month), the Service Provider reserves the right to suspend or terminate access to the subscription service until payment, including any applicable surcharges, is received. Payments can be made via credit card, bank transfer, or any other methods that may be specified by the Service Provider.
11.2. All Single Work Orders (Section 6.1) shall be billed in accordance with agreed-upon milestones. Each milestone will be invoiced separately upon completion of the respective stage of work as outlined in the project timeline. The Service Provider reserves the right to request a retainer payment of up to 50% of the projected total remuneration for the entire project prior to commencing the work.
12. SERVICE PROVIDER OBLIGATIONS
12.1. The Service Provider agrees to provide the contracted services to the Client in a professional and diligent manner, using the skills, expertise, and knowledge required for the services being rendered. The Service Provider shall ensure that these services are delivered in accordance with the specifications, timelines, and quality standards agreed upon by both parties.
12.2. The Service Provider shall at all times act in good faith and in the best interests of the Client, providing the agreed services with integrity, professionalism, and diligence.
13. CLIENT OBLIGATIONS
13.1. The Client is obligated to respond to any document or access requests made by the Service Provider within twenty-four (24) hours of receiving such a request. In the event that the Client fails to provide a response within this period, the Service Provider reserves the right to suspend all services related to the project.
13.2. The Client agrees to instruct its employees and relevant project stakeholders to fully cooperate with the Service Provider in a timely manner. In cases where project stakeholders are unavailable due to leave (including but not limited to parental, holiday, or sabbatical leave), the Client is responsible for ensuring that suitable substitutes are appointed to ensure continuity and progress of the project.
14. DELIVERY OF WORK AND CLIENT ACCEPTANCE
14.1. The Service Provider shall deliver work products and/or milestones to the Client as specified in the project timeline. Upon delivery of a milestone or work product, the Client shall have five (5) business days to review and approve the work. If the Client does not provide feedback or approval within five (5) business days from the date of delivery, the work will automatically be deemed acceptable.
15. CONFIDENTIALITY
15.1. Attorneys are bound by professional confidentiality, which applies to all information that a Client shares with them in connection with the mandate. Confidentiality obligations under this Agreement apply broadly to all information shared between the Parties, including but not limited to Company Information.
15.2. The Service Provider agrees to process Personal Information solely on behalf of the Client, maintaining strict confidentiality and complying with privacy and security requirements under applicable laws.
16. LIABILITY AND INDEMNIFICATION
16.1. The liability of the Attorneys arising from the mandate existing between them and the Client for compensation for damage caused by simple negligence is limited to EUR 1,000,000.00 (Section 52 (1) sentence 1 no. 2 of the German Federal Lawyers' Act).
16.2. This limitation of liability does not apply in cases of gross negligence or intentional damage, nor does it apply to liability for culpably caused damage resulting from injury to life, limb, or health of a person.
16.3. In no event shall Attorneys be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, or for any loss of profits, business, or goodwill arising out of the performance or non-performance of this Agreement.
16.4. The Client acknowledges and agrees that the limitation of liability set forth in this clause is a material term of this Agreement and that the Attorney has set the scope of the services and their fees based on such limitation.
17. INSURANCE
17.1. The Attorneys have obtained liability insurance covering up to EUR 1,000,000 per claim (with a maximum of EUR 1,000,000 per insurance year). If the Client wishes to secure liability coverage beyond this amount, additional insurance can be arranged for each individual case at the Client’s request and expense.
17.2. Additional insurance information will be provided upon Client request.
18. TERMINATION
18.1. Subscription Services (Section 5.1) may be terminated by either party to the subscription agreement by providing written notice of termination to the other party. The notice must be submitted at least thirty (30) days prior to the desired termination date. To be effective, the notice of termination must be submitted on or before the last business day of a calendar month. In such case, the termination will be effective on the last day of the following month, in accordance with the 30-day notice requirement. If the notice is not submitted in accordance with the aforementioned timing requirements, the termination will be postponed until the last business day of the next applicable calendar month.
18.2. SOW-based Single Work Orders (Section 6) issued under this Agreement may be terminated by either party by providing written notice to the other party. Such termination shall become effective after five (5) business days from the receipt of the notice. The party wishing to terminate the Single Work Order must provide a written notice of termination to the other party, specifying the date on which the termination will be effective, which must be at least five (5) business days from the date of the notice. Upon termination of a Single Work Order, both parties shall cease any further performance under the Work Order. The terminating party shall remain liable for any obligations incurred up to the effective date of termination, including but not limited to, payment for services rendered, materials provided, and any other agreed-upon compensation for work completed up until the termination date. Termination of a Single Work Order pursuant to this provision shall not affect any other rights or obligations under this Agreement, and shall not constitute a waiver of any party's rights to terminate other Work Orders or agreements as allowed under applicable law or other provisions of this Agreement.
19. CLIENT COMMUNICATIONS
19.1. Unless a specific communication channel and, if applicable, precautions against third-party access have been explicitly agreed upon in writing, the Attorneys will fulfill their duty to provide information using one of the communication channels specified by the Client. The contact details provided by the Client will remain valid until a change is notified. The Client is advised that communication via email, in particular, is not secure against third-party access unless technical precautions (such as encryption and avoiding HTML format) are implemented by both the sender and the recipient.
20. ADDITIONAL FEES AND PENALTIES
20.1. In the event that the Client requests services outside the scope of this Agreement, such services shall be subject to additional fees at the Service Provider’s prevailing hourly rate.
20.2. A flat rate of EUR 1,000 per diem will be charged for each day of on-site work performed at the Client’s location. The Client shall also reimburse the Service Provider for reasonable travel and accommodation expenses.
20.3. Penalties for Misrepresentation of Material Facts
In the event of any misrepresentation of material facts by the Client, including but not limited to misrepresentation regarding the approval of the project budget or any material statements of fact, the Client shall be held solely responsible for any resulting damages, delays, or costs incurred by the Service Provider. Additionally, the Client shall be liable for penalties, including:
20.3.1. Reimbursement of any costs and expenses incurred by the Service Provider in addressing the misrepresentation.
20.3.2. A penalty fee of EUR 500 for each instance of misrepresentation.
20.3.3. Any other reasonable costs or penalties deemed necessary to mitigate the effects of the misrepresentation.
The Service Provider reserves the right to suspend all services immediately upon discovery of any misrepresentation of facts by the Client, until the matter is resolved to the satisfaction of the Service Provider.
21. MISCELLANEOUS
21.1. This Agreement shall be governed by, and construed in accordance with, the laws of Germany.
21.2. Any disputes arising out of this Agreement shall be resolved exclusively in the courts located in Munich, Germany.