General terms and conditions for Borenius Attorneys Ltd
These terms and conditions apply to services provided to clients by Borenius Attorneys Ltd (“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. In addition to the Finnish Bar Association’s Code of Conduct for Attorneys-at-Law, we abide by the Borenius Code of Conduct. Our Code of Conduct is available on our website at www.borenius.com.
Your engagement is always between you and Borenius 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 their services or for fees or expenses charged by them.
2. Scope of our Services
At the beginning of an assignment, we 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 if so specifically agreed. 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) skills, 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 14 days.
In certain cases, we may request a retainer before we commence work. The retainer will be used to settle future invoices. Our total fee for the engagement may be higher or lower than the retainer.
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 (without mark-up). Furthermore, in the event that we are instructed by the client to record our fees and hours into a billing system maintained by the client or a third party, the time used on this will be separately recorded and invoiced.
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. Accordingly, it is important before and during the engagement that you provide us with any information you consider may be relevant to determine whether or not there is an actual or potential conflict of interest.
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 IT systems (including email, document management, resource planning, and client administration systems) that contain information on our assignments and documents related thereto. Our information security measures correspond to industry standards.
6. Preventing Money Laundering and Financing of Terrorism
Pursuant to legislation governing the prevention of money laundering and financing of terrorism, specifically the Finnish Act on Preventing Money Laundering and Terrorist Financing (444/2017), we are under the obligation to identify our clients as well as their beneficial owners and persons acting on the clients’ behalf, before beginning work on the assignment. It is also our duty, in certain situations, to determine the origin of our clients’ funds.
We may also be under the obligation to decline or suspend an assignment. We must report our observations to the relevant authorities, if we find a transaction to be suspicious or if we suspect that funds are being used for the purposes of money laundering or to finance terrorism. We are prevented by law from informing the relevant client that a report concerning them has been filed.
All employees receive regular training in relation to these issues. We are audited by Finnish Bar Association for ensuring that we comply with the AML legislation.
We are bound by the applicable sanctions regulations. If one of our clients or any individuals or entities that directly or indirectly control a client are on a sanction list established e.g. by the EU, the US, the UK or the UN, or if sectoral sanctions apply, we have the right and, as applicable, the obligation to terminate or suspend the performance of our services for the client with immediate effect.
In some cases, we may need to provide the tax authorities with your VAT registration number and information on the value of your purchases.
Certain cross-border tax planning arrangements that may involve characteristics of tax avoidance or tax evasion must be reported to the Finnish Tax Administration. This is required by the DAC6 Directive and the Finnish Act on Reportable Arrangements in the Field of Taxation (1559/2019).
The statutory duty of confidentiality to which members of the Finnish Bar Association are subject prevents us from reporting such arrangements unless you expressly instruct us to do so, or if we are confident that we don’t breach the attorney-client privilege. If this is not possible, you are responsible for ensuring that it is reported by you or your other advisers to the relevant tax authorities.
9. 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. The client is responsible for notifying its employees, representatives and owners as well as any other parties engaged by the client that their personal data may be processed for the purposes set out in these General Terms and in our Privacy Notice (please see our Privacy Notice at www.borenius.com for further information).
10. Intellectual Property
Copyright and other intellectual property rights in all work products 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 and our communications with you confidential in accordance with applicable statutory confidentiality obligations and the rules of the Finnish Bar Association.
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.
12. Insider Assignments and Insider Register
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. We expect our clients to inform us if they require us to establish an insider list to ensure compliance with the Market Abuse Regulation (EU) N:o 596/2014 (MAR) and/or corresponding regulations.
13. Document Retention
Unless otherwise agreed, we will keep engagement-related materials on file for a period of ten years after the completion or termination of an engagement. After the said time has elapsed, we may destroy the materials without separate notice. Unless otherwise agreed, the files will be stored (and copies thereof provided) in electronic format. We always have the right to retain copies of engagement-related materials as required by law and the rules of the Finnish Bar Association.
14. 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.
15. Limitation Of Liability
Our liability is limited to economic loss directly caused to the client as a consequence of an error or negligence or breach of contract, and we assume no liability for any indirect loss, such as loss of goodwill, synergies, business opportunities, or other non-direct loss. The total aggregate liability of Borenius towards a client (or clients in case of multiple clients) for the handling of any assignment is limited i) to EUR 5,000,000 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. In the event that you request for us to allow a third party to rely on our advice, such reliance will be limited by the provisions set out herein (in addition to possible other limitations) and any amount paid to a third party as a result of resulting liability will reduce our liability to you correspondingly.
If the scope of our assignment includes the provision of advice on tax matters, our liability does not cover any taxes payable by the client, unless the tax consequences are substantially higher than those described in our advice and it was clear at the time when we provided our advice that the client could have achieved their commercial objectives by relying on an alternative structure or method at no additional cost or risk and would thereby have permanently avoided incurring such tax consequences.
We will not assume any liability for work performed by any external advisors (including other law firms) possibly engaged by us for your benefit.
We are not liable for any loss incurred as a consequence of us complying with the applicable rules and professional and ethical standards or fulfilling our duties and obligations under law or professional and ethical standards.
All limitations of liability will also apply to the benefit of any Partner or former Partner of Borenius and any current or former lawyer or other employee of Borenius if such person would be deemed personally liable pursuant to a mandatory provision of law.
Provisions purporting to limit personal liability for malpractice only apply to the extent permitted by law.
16. Termination of Engagement
You may terminate our engagement at any time by submitting a written notice to us.
To the extent permitted by the rules of the Finnish Bar Association, we may terminate your assignment if you fail to pay our invoice when due.
We have the right and, as applicable, the obligation to terminate or suspend the performance of our services for the client with immediate effect based on anti-money or sanctions regulations.
In some cases, we may be obligated or allowed in accordance with the rules of the Finnish Bar Association terminate our engagement with you. In such cases, 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.
17. Governing Law
Your relationship with Borenius is governed by Finnish law, excluding its choice of law rules or principles.
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.
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 will be Helsinki, Finland.
Notwithstanding the above, we will be entitled to recover any amount due to us in any court with jurisdiction over the client or any of the client’s assets.
The client may also submit any dispute regarding invoices to the Finnish Bar Association for resolution.
These General Terms and Conditions may be amended from time to time. The latest version is always available on our website at www.borenius.com.
Amendments will become effective only in relation to engagements that have been initiated after the amended version is posted on our website. A copy of the latest version of these General Terms and Conditions will be sent to the client on request as a PDF file.