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General Terms and Conditions

Suomeksi · På svenska

These terms and conditions apply to services provided to clients by Borenius Attorneys Ltd (Borenius Finland) or Borenius Attorneys P.C. (Borenius New York) (in these terms “Borenius”, “we” or “us” refers to the respective legal Borenius entity whom you have engaged). These general terms supersede any 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 attended to by a case responsible partner or specialist partner. The case responsible partner or specialist partner decides the number of internal staff and other resources needed based on the level of involvement agreed between 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

In the beginning of an assignment, we normally agree on the scope of our services and level of our involvement in that particular assignment. The scope may thereafter be changed, expanded or reduced. Borenius New York follows the Joint Rules of the Appellate Divisions of the Supreme Court of New York.

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

Our services only cover legal advice. Where specifically so agreed our services 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 authorized to practice law. Based on our general experience on 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.

The amount of 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 invoice our clients directly also 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 and 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, if applicable, is added to the invoice, according to the prescribed tax base, as well as a general supplement of 4%. The supplement covers general office costs related to the handling of the assignment. In litigation assignments in Finnish courts such costs cannot be claimed from the counterparty. In addition to our fees and the general supplement, we invoice our direct external expenses relating to 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 shall be necessary for us to receive the full amount of the invoice as if no such deduction were required.

We will charge interest on any past due amount at the rate of 10 per cent 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 matter. 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.

Our offices use common document management systems (including email, resource planning, client administration, and document administration systems) which contain information on our assignments and documents related thereto.

6. Know your customer and vat information**

Pursuant to legislation governing prevention of money laundering and terrorist financing, 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 halt an assignment, or report to authorities, if the client does not provide the required information or if a transaction is suspicious or if funds are suspected of being used for terrorist financing or money laundering.

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

7. 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 handling the assignment, to manage client relationships and for marketing purposes. 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.

8. 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 matters involving publicly listed companies, we comply with applicable securities laws and apply our firm’s internal policy relating to insider information and maintain a register of insiders.

In case you instruct us 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.

9. Reference use

When a transaction or similar arrangement has become publicly known, 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.*

10. Limitation of liability

The total maximum 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.

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 your rights in regard of the insurance provider or third party are thereby prejudiced.*

We reserve the right to limit our liability to a lower amount than stated above with respect to a particular part of an assignment.

We have no liability to you in regard of advice or documents provided to you if they are used for any other purpose than that which they were originally prepared for.

Our services are addressed to you only 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.

11. Termination of engagement

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

We are allowed to terminate the 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 of the relevant jurisdiction to terminate our engagement with you.

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

12. Governing law

Finnish law, excluding its choice of law rules or principles, will be applicable to our relationship with you and Borenius Finland.

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.

13. 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 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, compromise or otherwise take any action relating to such claim without our consent, we will have no liability for such 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.

14. Disputes

Any dispute, controversy or claim arising out of or relating to our assignment shall be finally settled by arbitration in accordance with the Rules of the Arbitration Institute of the Finland Chamber of Commerce.
The place of arbitration is 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 (“Part 137 of the Chief Administrator Rules”), you have the right to request binding arbitration of fee disputes if the fee is between $1,000 and $50,000.

NOTE: Paragraphs (*) or sections (**) with asterix are not applicable to engagements with Borenius New York