General terms and conditions

These terms and conditions apply to services provided to clients by Borenius Attorneys Ltd (“Borenius Finland”) and/or Borenius Attorneys P.C. (“Borenius New York”) (in these terms, “Borenius”, “we” or “us” refers to the respective legal Borenius entity you have engaged). These general terms supersede any of the client’s general terms, if not otherwise agreed in writing with a client in a particular assignment. In case of any discrepancies between these general terms and conditions and an engagement letter entered into with you, the latter shall prevail.

1. Engagement

Your engagement is always between you and the relevant Borenius legal entity and not with any individual. Partners and persons working for us have no personal liability to you, except as provided by mandatory law.

Every assignment is managed by a “responsible partner”. The responsible partner decides the number of internal staff and other resources required by the assignment based on the level of involvement agreed between the client and Borenius.

Engaging external professionals, such as law firms in other jurisdictions, is always subject to your prior approval and we do not accept liability for fees or expenses charged by them.

2. Scope of our services

At the beginning of an assignment, we normally agree on the scope of our services and the level of our involvement in that particular assignment. This scope may thereafter be changed, expanded or reduced. Where there is a significant change in the scope of services in connection with your representation a written confirmation will be provided to you on request.

The legal service provided to you by Borenius is based on the facts and instructions provided by you in connection with your specific assignment and cannot be relied on in any other assignment.

Our services only cover legal advice. Where specifically so agreed, our services may also include tax advice and assessment of or advice on potential tax consequences. Our services do not cover advice in other areas (such as any financial, accounting, environmental or technical advice).

Our lawyers are qualified to give advice on legal matters only in the jurisdiction in which they are qualified or authorised to practice law. Based on our general experience in legal matters, we may give views on legal issues in other jurisdictions, but this does not constitute legal advice and we do not assume any liability relating to any such views.

Providing proper legal advice requires that you have provided us with all relevant information concerning the assignment and that you keep us informed of any changes concerning such information.

3. Fees and invoicing

Unless we agree otherwise, our fees are determined on the basis of a number of factors such as: (i) time spent; (ii) qualifications, experience and resources required; (iii) business interest involved; (iv) risks assumed (if any); and (v) time constraints.

Our fees will be determined irrespective of whether such fees will be reimbursed to you pursuant to an insurance policy (for legal expenses or otherwise) or whether in a given dispute the losing party is ordered to pay the costs of the winning party. We will also invoice our clients directly in cases where legal expenses are covered by a third party.

Fee estimates are always indicative and based on information available to us at the time the estimate is given. They cannot be regarded as fixed quotes, unless so specifically agreed in writing.

We are entitled to take such action as deemed necessary or advisable to carry out the assignment and to incur reasonable out-of-pocket costs on your behalf, unless otherwise instructed.

We invoice on a monthly basis, unless otherwise agreed. The term of payment is 10 days.

Value added tax (“VAT”), if applicable, is added to the invoice, in accordance with the prescribed tax base. We also add a general supplement of 4% to our invoices. This supplement covers general office costs related to the handling of the assignment. These costs may not be able to be included in a claim for reimbursement of legal costs from another party in litigation assignments. In addition to our fees and the general supplement, we invoice any direct external expenses that arise from the assignment.

In the event that you are required to deduct any tax or other sum from any payment, you should pay and bear such additional amount as will be necessary for us to receive the full amount of the invoice as if no such deduction had been applied.

We reserve the right to charge interest on any payments that are not paid prior to or on the due date at the rate of 10% per annum.

4. Conflict of interest

Before accepting an assignment we always conduct an internal conflict check.

Notwithstanding such checks, circumstances may arise that prevent us from acting for you in an already ongoing or future assignment. In such situations, we treat our clients in compliance with the rules of professional conduct applicable in the relevant jurisdiction.

5. Communication and documents

E-mail messages may be blocked by our e-mail security arrangements, and we advise you to follow up on important e-mail messages by phone or by other means of communication. Should the client so require, e-mail encryption can be used for our communications. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Our offices use common ICT systems (including email, document management, resource planning, and client administration systems) that contain information on our assignments and documents related thereto. Our data security measures correspond to industry standards.

6. Client identification (Know Your Customer, KYC)

Pursuant to legislation governing the prevention of money laundering and financing of terrorism, we are under an obligation to identify our clients as well as their beneficial owners and persons acting on the clients’ behalf. It is also our duty under certain situations to determine the origin of the client’s funds. We may be under the obligation to decline or suspend an assignment, or to report our observations to the relevant authorities, if the client does not provide the required information or if a transaction is unusual or if we suspect that funds are being used to finance terrorism or launder money, or if the client or their business is subject to sanctions. In these cases, our obligation to report and disclose our observations to the relevant authorities overrides our duty of confidentiality to our clients.

7. VAT information*

In some cases, we may need to provide the tax authorities with your VAT registration number and information on the value of your purchases.

8. Personal data

We process personal data in accordance with laws applicable to the protection of personal data (“Data Protection Laws”) for, amongst others, the purposes of identifying our client, checking conflicts of interest, handling assignments, managing client relationships and marketing. Those persons whose personal data we process are entitled, in accordance with the Data Protection Laws, to obtain information on the personal data processed by us and to request that we rectify or erase their personal data.

9. Intellectual property and confidentiality

Copyright and other intellectual property rights in all materials we generate in the course of our assignment belong to us. However, you have the right to use such materials for the purposes for which they are provided.

We will keep the information you disclose confidential in accordance with the rules of professional conduct of the relevant jurisdiction.

In assignments involving publicly listed companies, we comply with applicable securities laws and apply our firm’s internal policy relating to insider information in addition to maintaining a register of insiders.

In the event that you instruct us to work with or agree on us working with other service providers in connection with your assignment, we have the right, unless you specifically instruct us otherwise, to disclose to them such confidential information and materials that we deem necessary for the overall performance of the assignment.

10. Reference use

When a transaction or similar arrangement has become publicly known, you agree that we may disclose our involvement on your behalf in our marketing materials and on our website. Such disclosure may only contain information that is already in the public domain.

11. Limitation of liability*

The total aggregate liability of Borenius, and its partners towards a client (or clients in case of multiple clients) for the handling of any assignment is limited i) to EUR 2,000,000 if our fee (excluding VAT and direct expenses) exceeds EUR 100,000 and ii) to EUR 1,000,000 if our fee is equal to or less than EUR 100,000 (excluding VAT and direct expenses).*

Without limiting the preceding clause, in the event that you have been advised by an advisor other than Borenius in the same matter giving rise to liability, our liability is always also limited to our pro rata share of the total liability.

We maintain professional indemnity insurance in addition to the compulsory professional indemnity insurance required by the Finnish Bar Association. Our liability is limited in accordance with this section regardless of the terms and conditions of this additional professional indemnity insurance.

We encourage our clients to inform us of any potential legal expenses insurance policy and its applicability and coverage vis-á-vis the assignment handled by us. Our liability to you will be reduced by any amount that may be obtained under any insurance maintained by or for or under any contract or indemnity to which you are a party or beneficiary, unless it is contrary to your agreement with the insurance provider or third party or if your rights in regard of the insurance provider or third party are thereby prejudiced.*

We reserve the right to limit our liability to a smaller amount than stated above with respect to a particular part of an assignment. We are not liable for any advice or documents provided to you if they are used for any other purpose than that for which they were originally prepared.

Our services are provided solely to you, and we will not accept any liability towards any third party.

We will not assume any liability for work performed by any external advisors (including other law firms) possibly engaged by us for your benefit.

Provisions purporting to limit personal liability for malpractice only apply to the extent permitted by law.

12. Termination of engagement

You may terminate our engagement at any time by submitting a written notice to us.

To the extent permitted by the applicable attorney rules, we may terminate your assignment if you fail to pay our invoice when due.

In some cases, we may be obligated or allowed in accordance with the rules of professional conduct applicable in the relevant jurisdiction to terminate our engagement with you. In this case, the termination of the assignment is not a breach of contract.

In connection with any termination, you are obligated to pay our fees for services provided and expenses incurred prior and up to the termination.

13. Governing law

Your relationship with Borenius Finland is governed by Finnish law, excluding its choice of law rules or principles.

Your relationship with Borenius New York is governed by the laws of the state of New York, excluding its choice of law rules and principles.

14. Claims*

Any claims must be presented to us in writing within 12 months from when you received our advice or from when the assignment, or the relevant part thereof, can reasonably be deemed to have been completed, whichever occurs first.

If your claim against us is based on a third-party (including authorities) claim against you, we are entitled to answer and settle such claim on your behalf, provided that you are indemnified by us. If you settle, achieve a compromise on or otherwise take any action relating to such a claim without our consent, we will have no liability for such a claim. If you are compensated by us or our insurers in respect of a claim, you must assign the right of recourse against third parties to us or our insurers.

15. Disputes

Any dispute, controversy or claim arising out of or relating to our assignment will be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce.

The seat of arbitration shall be Helsinki, Finland.

With respect to fee disputes arising between you and Borenius New York, pursuant to Part 137 of the Rules of the Chief Administrator of the New York State Supreme Court, Appellate Division (a copy of which will be provided to you upon request), you have the right to request binding arbitration of fee disputes if the fee is between USD 1,000 and USD 50,000.

NOTE: Paragraphs or sections (*) with an asterisk are not applicable to engagements with Borenius New York
Version: 2018-3