Terms of Service

1. Acceptance of These Terms

By accessing this website or by instructing TCLAWX LLC, you agree to be bound by these Terms of Service. If you do not agree with any part of these terms, do not use the website and do not instruct the practice.

These terms operate alongside any engagement letter signed by the parties. Where an engagement letter conflicts with these terms, the engagement letter controls for that engagement. Where no engagement letter exists, these terms control the limited relationship created by a website visit or an inquiry.

You confirm that you have authority to accept these terms on behalf of any entity you represent. If you do not hold that authority, you must not submit an instruction on behalf of that entity.

2. Definitions Used in These Terms

In these terms, the practice, we, us and our refer to TCLAWX LLC, a professional services practice at 20400 Saratoga Los Gatos Rd, Saratoga - 95070-5927, United States (US). The client means the person or entity that instructs the practice or receives services. The website means the site located at ttfkinvest.hair. The register means the controlled set of engagement files, correspondence logs and delivery records maintained by the practice.

Services means the transaction counsel, corporate governance advisory, investment compliance review, contract drafting support, entity formation and regulatory filing management work described on the services page and in any engagement letter. Deliverable means a document, memorandum, schedule, filing confirmation or other output prepared for the client.

Working day means a day other than Saturday, Sunday or a day on which the practice is closed as stated on the contact page. Writing includes email and any other durable electronic communication that preserves a readable record.

3. Eligibility to Instruct the Practice

The services are offered to businesses, institutions, funds, corporate entities and adult professionals. By instructing the practice you confirm that you are at least the age of majority in your jurisdiction and that you have the legal capacity to enter a binding engagement.

The practice may decline an instruction for any lawful reason, including a conflict of interest, a resource constraint, a missing prerequisite, an unresolved identity question or a matter outside the scope of the six standing services.

Where an instruction is declined, the practice will ordinarily explain the reason in writing unless doing so would breach a duty owed to another party, disclose confidential information or assist an unlawful purpose.

4. Scope of Services

The services comprise transaction counsel services, corporate governance advisory, investment compliance reviews, contract drafting and negotiation support, entity formation and structuring, and regulatory filing management. The precise scope of a given engagement is defined in writing before substantive work begins.

The practice does not provide investment advice, tax return preparation, audited accounting, litigation representation in court, or any activity reserved to a licence that the practice does not hold. Where a matter requires another discipline, the practice will say so and, where the client wishes, assist in coordinating with a qualified provider.

A description of services on this website is a general statement and does not enlarge the scope of any engagement. Only the engagement letter defines what the practice has agreed to deliver in a particular matter.

5. No Legal Advice Until Engagement

Reading this website, sending an inquiry, or receiving an acknowledgement of an inquiry does not create an engagement and does not constitute legal advice. Advice is given only after the practice has accepted an instruction, performed a conflict check and issued an engagement letter.

Do not act, and do not refrain from acting, on the basis of general content published on this website. General content cannot account for the facts of a particular matter, the governing law, the position of a counterparty or a deadline that has already begun to run.

Until an engagement letter is issued and countersigned, you should treat all communication with the practice as preliminary and should protect your own position accordingly, including by observing any limitation period that may apply.

6. Client Responsibilities

The client must provide complete and accurate information, respond to reasonable requests promptly, and identify any deadline or limitation period that may affect the matter. The quality of an instrument depends on the quality of the facts supplied.

The client must identify the persons authorised to give instructions, must keep those authorisations current, and must notify the practice promptly of any change in control, ownership, solvency or circumstances that could affect the advice.

The client is responsible for its own commercial decisions. The practice prepares, reviews and explains; the client decides. Where a recommendation is made in writing, the client should read it before proceeding and should ask questions if any part is unclear.

The client must ensure that material supplied to the practice may lawfully be shared, and must not send material that is subject to a restriction that would prevent its use in the engagement.

7. Inquiry Form and Electronic Communication

The inquiry form on the contact page opens the sender mail client with the details already entered, addressed to invest@ttfkinvest.hair. The form does not transmit information to any other destination, and the practice does not operate a hidden collection channel behind it.

Electronic communication carries inherent risk. Although the practice applies safeguards, no transmission method is perfectly secure. By communicating electronically, the client accepts that risk, and the client should not send highly sensitive material until the practice confirms that a protected channel is available.

An electronic message is treated as received when it reaches the practice mailbox during bench hours, or on the next working day if it arrives outside bench hours. Automated acknowledgements do not indicate that an instruction has been accepted.

8. Fees, Estimates and Payment

Fees are stated in the engagement letter and may be expressed as a fixed fee, an hourly rate, a staged fee or a combination. An estimate is a good faith projection from the facts known at the time and is not a cap unless the engagement letter states that it is a cap.

Disbursements such as registry fees, filing charges, courier costs and search fees are charged separately and are identified in the engagement letter or in an interim statement. The practice does not mark up a disbursement that it pays on the client behalf.

Invoices are payable within the period stated on the invoice. Where an invoice remains unpaid beyond that period, the practice may suspend work after giving written notice, and may charge interest at the rate stated in the engagement letter or, if none is stated, at the maximum rate permitted by applicable law.

The client is responsible for any tax that applies to the services, other than tax on the net income of the practice. Fee disputes should be raised in writing within the period stated in the engagement letter, and the practice will review the record before responding.

9. Engagement Letters and Priority

Every engagement is governed by a written engagement letter that records the scope, the deliverable, the responsible personnel, the fee basis and the assumptions on which the fee is based. The engagement letter is the controlling document for the matter.

Where several matters are instructed, each matter may have its own engagement letter or may be consolidated under a master letter with matter schedules. A master letter does not expand the scope of a matter schedule, and a matter schedule does not vary the master terms unless it says so expressly.

Work begins when the engagement letter is accepted and any required conflict check is complete. Where a client asks the practice to begin before the letter is signed, the practice may do so only on the basis that these terms apply until the letter is issued.

10. Conflicts of Interest

The practice performs a conflict check before accepting an instruction and repeats the check when the parties or the matter change. Where a conflict exists that cannot be managed, the practice declines the instruction.

Where a conflict can be managed by an information barrier, a limited scope, or the informed written consent of the affected parties, the practice may proceed only if the management measure is documented and the affected parties consent.

The client agrees to provide the information needed for a conflict check, including the identity of affiliates and of any party that may be adverse. A failure to provide that information may result in a conflict being discovered later, in which case the practice may need to cease work.

11. Confidentiality and the Register

The practice treats engagement information as confidential and maintains it in the register. Access to the register is limited to personnel who need it for the matter, and each access is logged.

The practice may disclose information where the client directs, where the engagement requires, where a filing or order compels, or where disclosure is necessary to establish, exercise or defend a legal claim. Where a compelled request is broad, the practice seeks clarification and, where possible, notifies the client so that an objection can be considered.

The confidentiality duty survives the end of the engagement. It is subject to the professional record keeping obligations described in the privacy policy, and it does not prevent the practice from complying with a lawful requirement.

12. Intellectual Property

The content of this website, including text, structure, styling and the sealing bench motif, belongs to TCLAWX LLC and is protected by applicable intellectual property law. You may read and print the content for your own reference, but you may not republish it, sell it or present it as your own.

On payment in full of the fees for an engagement, the client receives the right to use the deliverables prepared for that engagement for the purposes contemplated by the engagement. The practice retains ownership of its underlying templates, checklists, precedents and know how.

The client grants the practice a limited licence to use the client name and a general description of the matter in a confidential capability record, unless the client objects in writing. The practice does not publish client names or matter details without written permission.

13. Acceptable Use of This Website

You may use this website for lawful purposes connected with evaluating or instructing the practice. You must not attempt to gain unauthorised access, interfere with the operation of the site, introduce malicious code, scrape the site at a rate that degrades service, or use the site to send unlawful, deceptive or abusive material.

You must not misrepresent your identity, impersonate another person or entity, or submit an inquiry on behalf of a party without authority. Automated submission of the inquiry form is not permitted.

The practice may restrict or block access where it reasonably believes that the site is being misused, and may report suspected unlawful activity to the competent authority.

14. Third Party Materials and Services

This website may reference registries, regulators, professional bodies or other external resources. Those resources are operated by others and are governed by their own terms and privacy notices.

An engagement may depend on a third party service, such as a registry portal, a filing platform or a verification provider. The practice is not responsible for an interruption, an error or a policy change at a third party service, though it will take reasonable steps to mitigate the effect on a matter.

Where a third party service is essential to a deliverable, the engagement letter identifies it and states how the risk of interruption is allocated. Nothing in these terms makes the practice liable for the independent acts of a third party.

15. No Guarantee of Outcome

The practice provides professional services with reasonable skill and care. It does not guarantee a particular commercial result, a particular regulatory outcome, the approval of a filing, the acceptance of a term by a counterparty, or the completion of a transaction.

Outcomes depend on facts and parties outside the control of the practice, including the conduct of counterparties, the position of a regulator, the state of a market and the timing of a decision. The practice will explain the risks it identifies, but it cannot eliminate them.

Any statement about a likely outcome is an assessment based on the information available at the time. It is not a promise, and it should not be relied on as one.

16. Limitation of Liability

To the fullest extent permitted by applicable law, the total liability of TCLAWX LLC arising out of or in connection with an engagement is limited to the fees paid to the practice for the matter giving rise to the claim.

The practice is not liable for indirect, incidental, special, consequential or punitive loss, nor for loss of profit, loss of opportunity, loss of goodwill or loss of anticipated savings, even if the possibility of such loss was communicated.

Nothing in these terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for fraud, for wilful misconduct, or for any other matter that applicable law does not permit the parties to exclude.

Where the client is an entity, the liability limit applies to the client entity as a whole and to its affiliates and personnel collectively. Any claim must be brought within the period stated in the engagement letter or, if none is stated, within the shortest period permitted by applicable law.

17. Indemnification

The client agrees to indemnify the practice against loss, cost and expense arising from information supplied by the client that is inaccurate or incomplete, from a use of a deliverable outside the purpose for which it was prepared, or from a breach by the client of these terms or of the engagement letter.

The indemnity does not extend to loss caused by the practice own negligence or wilful misconduct, and it does not reduce the professional duties that the practice owes to the client.

Where a third party brings a claim that engages this indemnity, the practice will notify the client promptly and will cooperate in the defence, and the client may participate through counsel of its choosing at its own cost.

18. Termination of Engagement

Either party may end an engagement by written notice. The client remains responsible for fees for work performed and for disbursements incurred before the termination takes effect, together with any fee that the engagement letter states is payable on early termination.

The practice may end an engagement immediately where continued work would require a breach of law, a breach of a professional duty, the pursuit of an unlawful purpose, or the acceptance of an instruction that conflicts with another client.

On termination, the practice will take reasonable steps to protect the client position, will hand over the material described in the section on records, and will cooperate with successor counsel on terms that protect the confidentiality of the register.

19. Records, Retention and Handover

The practice retains the register under the retention rules described in the privacy policy. On request, the client is entitled to receive the documents prepared for the client and the original documents supplied by the client.

Where a matter ends or a client changes counsel, the practice will prepare a handover pack containing the current instrument, the execution history, the filing confirmations and a short note identifying open items and forthcoming deadlines.

The practice may retain a copy of the file for the professional record, for conflict checking and for the defence of a potential claim. Retained material remains subject to the confidentiality duty, and it is deleted when the retention period ends.

20. Regulatory and Professional Compliance

The practice conducts its work consistently with the professional standards applicable to transaction counsel and compliance advisory services in the sectors in which it operates, including the computer systems design and related technical services sector.

Where a matter engages the rules of a regulator, the practice will identify the rules that apply, describe the obligations they impose and prepare the filings or notices that the rules require. The client remains responsible for the accuracy of the facts on which a filing is based.

The practice maintains professional indemnity and cyber coverage, applies anti money laundering and sanctions screening where required, and keeps the records that a regulator would expect to see on examination.

Where a regulatory position changes during an engagement, the practice will notify the client and describe the effect on the matter without delay.

21. Governing Law and Jurisdiction

These terms and any engagement are governed by the laws of the State of California and by the applicable federal law of the United States, without regard to conflict of law rules.

Subject to the dispute resolution section, the courts located in the State of California have exclusive jurisdiction over any dispute arising out of or in connection with these terms or an engagement.

Where a mandatory rule of the client jurisdiction gives the client a non waivable right to proceed elsewhere, that right is preserved. Nothing in this section prevents either party from seeking urgent relief to protect a legal position.

22. Dispute Resolution

Before commencing proceedings, the parties will attempt in good faith to resolve a dispute by written notice followed by a structured discussion between senior representatives. The discussion will begin within a short period after the notice and will be conducted confidentially.

If the discussion does not resolve the dispute within the period stated in the engagement letter or, if none is stated, within a reasonable period, either party may proceed to mediation before a neutral mediator in the State of California.

If mediation does not resolve the dispute, either party may commence proceedings in the courts identified in the governing law section. The practice and the client each bear their own costs of the discussion and the mediation, and share the mediator fee equally.

23. Severability and Waiver

If a provision of these terms is found to be invalid or unenforceable, the provision will be interpreted to the extent needed to make it enforceable, and if it cannot be saved it will be severed. The remaining provisions continue in full force.

A failure to enforce a provision is not a waiver of that provision or of any other provision. A waiver is effective only if it is given in writing and signed by the party granting it, and it applies only to the specific instance described in the writing.

These terms, together with any engagement letter and the privacy policy, constitute the entire agreement between the parties on the subject matter and supersede any earlier understanding on that subject.

24. Changes to These Terms

The practice may update these terms when the law changes, when a service changes or when a practice standard changes. The current version is the one published on this page.

Where a change is material to an active engagement, the practice will notify the client in writing before the change takes effect for that engagement. Continued use of the website after an update indicates acceptance of the updated terms for future website use.

If any part of an update is not acceptable, the client may end the engagement in accordance with the termination section, and the terms in force at the time the engagement began will continue to govern the work already performed.

25. Contact Information

Questions about these terms may be sent to TCLAWX LLC at 20400 Saratoga Los Gatos Rd, Saratoga - 95070-5927, United States (US). Written inquiries are received at invest@ttfkinvest.hair, and telephone contact is available at +12248026551 during bench hours.

The practice answers questions about these terms in the order received and normally within a small number of business days. Where a question concerns an active matter, it is recorded in the register and answered by the personnel responsible for that matter.

These terms are the agreement that governs the use of this website and the framework that applies until an engagement letter is issued. Every matter is treated as an instrument: scoped, prepared, reviewed, executed and sealed in order.