NORDIC LAW LTD - GENERAL TERMS AND CONDITIONS

Applicable as of 20th of October 2020

These general terms and conditions apply, in addition to the terms and conditions stated in the possible engagement letter for each individual engagement, to all services rendered by Nordic Law Ltd (hereinafter “Nordic Law” or “we”).

In the event of inconsistencies between the provisions in the general terms and conditions of engagement and the terms and conditions stated in the possible engagement letter for the individual engagement with clients, the latter will prevail.

An engagement is concluded in the possible engagement letter for the individual engagement with the client, or in another written form (e.g. by e-mail). The engagement may subsequently be amended or broadened in written form.

A partner of Nordic Law will have the primary responsibility for performing the engagement. Other lawyers, advisors, and supporting staff will assist as appropriate.

Nordic Law and all its personnel are bound by professional secrecy with regard to all confidential information received in connection with the engagement.

However, confidential information may be disclosed to Nordic Law’s personnel and the client’s contact person when required to carry out the engagement effectively.

Due to the Act on Prevention of Money Laundering and Terrorist Financing (444/2017) and the provisions issued thereunder, as well as in order to avoid and resolve conflicts of interest, client data may be used in the internal operations of Nordic Law.

Once the engagement has been finalized or otherwise made publicly available, Nordic Law retains the right to use the finalized engagement in its own marketing.

Nordic Law’s engagement fee is based on either (i) a pre-determined hourly rate, (ii) a fixed fee per engagement, or (iii) an agreed monthly fee for ongoing legal services. The type and amount of the engagement fee are primarily determined by the resources used to handle the case, the importance and complexity of the case, and the result achieved.

Other office work used to perform the engagement will not be invoiced separately, unless otherwise agreed in the engagement letter.

In hourly pricing, the client is invoiced for each starting quarter so that the minimum charge is based on 15 minutes of work input.

The hourly pricing is reviewed annually. Price changes that are in line with general price and cost development are not notified separately to the client.

Value added tax (VAT) and other authority fees will be added to the engagement fee separately in accordance with the provisions then-currently in force.

Nordic Law’s engagement fee must be paid regardless of the outcome of the engagement. Price estimates for the total cost of the engagement are for guidance only and should not be construed as a fixed price for the engagement unless otherwise agreed in writing.

In addition to the engagement fee, the client must pay Nordic Law all expenses incurred in performing the engagement, such as travel expenses, court fees, et cetera.

If the performance of the engagement requires unusual activities or supplies, such as personnel overtime, use of aids, supplies or databases, et cetera, the client will be invoiced in full for these costs.

Nordic Law will consult with the client before any substantial costs or expenses are incurred.

If Nordic Law hires consultants, experts, foreign lawyers or other third parties on behalf of the client, we do so in our capacity as the client’s representative. As a representative of the client, Nordic Law is not a party to the agreement between the client and a third party, and the client is responsible for the fees of third parties, as well as other related expenses and obligations.

This section applies only to engagements that involve a legal dispute or potential litigation. Please note that

a) the client is obliged to pay Nordic Law’s engagement fee in whole, regardless of whether the claim against the opposing party for reimbursement of legal costs is successful or not;

b) if the dispute is lost, it is likely that the court orders the client to pay the opposing party’s legal costs in addition to the clients own legal costs; and

c) even when the outcome of the dispute is pleasing, the opposing party may not be obliged to reimburse the client’s legal costs or, alternatively, the opposing party may not be capable to do so, and in either case the client will be obliged to pay Nordic Law’s engagement fee in whole.

Nordic Law reserves the right to request advance payment for fees, costs and VAT. A request for advance payment must not be construed as an estimate or ceiling for Nordic Law’s fees. Advance payments must be deposited in Nordic Law’s customer funds account.

If we require an advance payment, the client’s engagement will not start until we have received the advance payment in whole.

Nordic Law does not guarantee deposit protection for funds deposited in the customer funds account.

Nordic Law reserves the right to set off its receivables from a client from the client’s funds deposited in the customer funds account.

Nordic Law asks the client to notify the existence of a legal expenses insurance that the client holds, or if the client wishes to inquire about the applicability of a legal expenses insurance for the engagement in question.

Unless expressly agreed otherwise, Nordic Law reserves the right to invoice the client on a monthly basis.

Unless otherwise agreed, the payment terms are seven (7) days from the date of invoice.  If the payment due date is not met, Nordic Law reserves the right to:

a) demand late payment interest and collection costs in accordance with the legislation in force at the time from the due date

b) cease any performance of engagements, both the engagement in question and other engagements of the client, and

c) exercise its right of lien and hold documents related to the client’s engagement as well as other assets and receivables.

Nordic Law’s obligations are limited to the client named in the engagement letter, and Nordic Law has no liability to any third parties.

We reserve the right to use unencrypted electronic communication (e.g., e-mail, SMS, telefax) in relation to clients and opposing parties, unless the client explicitly requests that communication will not be conducted electronically, or that all electronic communication must be encrypted.

We renounce any liability for economic damages, loss or destruction of data or similar, that arise from the use of unencrypted electronic communication, technical issues, viruses or similar. We do not assume any liability for a message which transmission has been subject to a technical issue.

Nordic Law retains documents and files in accordance with statutory provisions.

Nordic Law’s performance of the engagement is limited to advice, instructions, and assistance based on Finnish law, unless otherwise specifically agreed.

If necessary, Nordic Law helps the client to establish contacts with representatives abroad who assist with foreign legislation. Nordic Law may equally liaise with representatives abroad in connection with the scope and performance of the engagement in regard of foreign legislation.

If foreign representatives are used, Nordic Law requires that all agreements related to the engagement is concluded directly between the client and the foreign representative, and that invoicing is made directly between the client and the foreign representative.

Nordic Law is not liable for services or advice rendered by consultants, experts, foreign representatives or third parties, even if they have been chosen based on the recommendation of Nordic Law.

Nordic Law does not assume any legal liability for any errors in the advice rendered by foreign representatives concerning foreign law.

Nordic Law will not use external advisors in performing an engagement without the client’s approval. Nordic Law is not liable for any errors made by external advisors.

The client is at any time free to terminate the engagement addressed to Nordic Law, unless otherwise specifically agreed in a separate engagement letter.

Nordic Law is entitled to terminate an engagement if the client acts deceitfully, a lack of confidence between the client and Nordic Law has arisen due to the client’s actions or there are other particular reasons for termination.

Nordic Law is obliged to provide the client with a notice of termination within a reasonable time before the termination of the engagement. The client is obliged to pay Nordic Law’s costs, fees and expenses, as well as VAT, for the period before the termination of the engagement and for any work still incurred after the termination, regardless of who has terminated the engagement.

If the terminated engagement is based on a fixed fee, Nordic Law reserves the right to invoice the client based on the working hours that has been used for the engagement.

Nordic Law has a possessory lien on all documentary material and all objects in its possession until the client has paid all outstanding receivables of Nordic Law.

Nordic Law has a wider professional liability insurance than usual for the industry. Upon the entry into force of these general terms and conditions, Nordic Law’s liability insurer is:

LähiTapiola Oy

www.lahitapiola.fi

Nordic Law’s potential liability for damages, including liability for the lawyer responsible for the engagement and any other employees, is limited to the size of the engagement fee, unless otherwise agreed in an engagement letter.

Nordic Law is not liable for a claim made more than twelve (12) months after the client has become or should have become aware of the facts giving rise to the claim or when the engagement giving rise to the claim can reasonably be considered completed, depending on which of the above conditions are met first.

Under no circumstances will Nordic Law, the lawyer responsible for the engagement or other employees be liable for any indirect or consequential loss or damages.

These general terms and conditions will be sent to the client when concluding the engagement, in addition to which they will be available on Nordic Law’s website.

These general terms and conditions are assumed to be accepted unless the client, within reasonable time, objects to the lawyer responsible for the engagement.

Nordic Law reserves the right to refuse to perform an engagement if the client objects to the application of these general terms and conditions to the performance of the engagement. Nordic Law reserves the unilateral right to amend or supplement these general terms and conditions either in general or in relation to any individual engagement.

These general terms and conditions and our engagement shall be governed by Finnish law without regard to its principles and rules on conflict of laws.

Disputes arising from these terms and conditions and the engagement shall be finally settled through arbitration in accordance with the Arbitration Rules of the Finland Central Chamber of Commerce. The arbitral tribunal shall consist of one arbitrator.

The seat of arbitration shall be Helsinki, Finland.

Notwithstanding the foregoing, Nordic Law shall have the right to refer claims concerning Nordic Law’s uncontested fees, costs and expenses to the District Court of Helsinki or the competent court of the client’s domicile.

 

Nordic Law Ltd

www.nordiclaw.fi

 

Erottajankatu 5 A 6

00130 Helsinki

Finland

Phone +358 9 682 93 40

Telefax +358 9 682 93 420

Business ID: 0947087-7

VAT number: FI09470877