General Terms

General terms and conditions of Salingre Asianajotoimisto LTD

These general terms and conditions (the “General Terms and Conditions”) apply to the legal services provided to clients by Salingre Asianajotoimisto Ltd (business id: 2036136-4) (“Salingre”, “we” or “us”). The client is deemed to have accepted these General Terms and Conditions by engaging us or upon signing a written engagement letter.

1. Services

The scope of our services is normally agreed on at the beginning of the engagement in an engagement letter or otherwise. The scope may be changed, reduced or expanded after the commencement of the engagement.

Our lawyers are qualified to give legal advice only in the jurisdiction in which they are qualified or authorised to practice law.

The advice given to the client during the engagement is based on the facts available, the instructions given by the client and the legal position at the time it is given.

We follow the code of conduct of the Finnish Bar Association when providing services to our clients.

2. Conflicts of interest

Prior to accepting any engagement, we always conduct a conflict check, to confirm that no conflict of interest exists.

Should any circumstances arise that prevent us from acting for a client in an ongoing or future engagement, we undertake to inform the client and will strive to resolve the situation in accordance with the applicable rules with our client’s best interests in mind.

3. Client identification

Prior to any measures, pursuant to legislation governing the prevention of money laundering and financing of terrorism, we are under an obligation to identify our clients, their beneficial owners and persons acting on behalf of the client as well as in some cases determine the origin of the client’s funds and other assets.

If suspicion of money laundering or financing of terrorism arises, we are required by law to report such suspicions to the relevant government authorities.

4. Fees and expenses

Fees for our legal services are based on 1) the time required and the amount of work, 2) the nature and urgency of the matter as well as 3) the degree of specialisation and, 4) the interest involved. In general terms where the time element is decisive legal services are billed at hourly rates. The hourly rates of our firm’s lawyers vary depending on seniority and degree of specialization. Time charges include telephone conferences, e-mail correspondence and other correspondence, meetings, legal research, review of file materials and documents and communications sent or received, travel time, waiting time, preparation for hearings and meetings, drafting of correspondence, office memoranda, agreements and other documentation.

Out of pocket expenses are charged at cost. The term of payment of invoices is 14 days. In case the invoice has not been settled by the due date a delay interest according to the Finnish Interest Act will be payable.

VAT (24%) is charged to all Finnish clients as well as clients from the European Union who do not conduct business and are not registered in their local jurisdiction for VAT purposes.

Retainers are required in matters representing clients domiciled outside Finland and also in other circumstances where such retainers can be deemed appropriate, unless otherwise specifically agreed. Retainers are also required for disbursement of costs and expenses incurred in handling the matter. Retainers shall be applied against bills for fees and services. Additional retainers are required when the bills exceed the retainer. Any positive balance in retainer is refunded to the client at the end of the assignment.

Fees will primarily be invoiced on a monthly basis, unless agreed otherwise with the client.

5. Confidentiality

We will keep the information and communication between us and our clients confidential in accordance with the code of conduct of the Finnish Bar Association.

6. Limitation of liability

Our liability is limited to pure economic loss directly caused to a client as a consequence of an error or negligence on our part in performing our work and is also limited in amount to two hundred thousand euros for each engagement.

Our liability to the client may be reduced in accordance with general principles governing compensation of damage under applicable law, for example, by any amount covered by any insurance policy, contract or indemnification in force for the benefit of the client.

We assume no liability to any third party through the use by the client of documents or other advice produced or provided by us. We accept no liability arising from the failure to meet any deadlines or to complete any work for the client within a proposed time schedule, and we accept no liability if, due to events beyond our control, we are unable to start or continue work on an engagement.

If we have agreed to advise on potential tax consequences, our liability is subject to the limitation of liability herein. Our liability does not cover any taxes payable by the client, unless the tax consequences are substantially more severe than those outlined or highlighted in our advice and it was clear at the time of our advice that the client could have achieved the commercial objectives using an alternative structure or method at no additional cost or risk and would thereby have permanently avoided such tax consequences.

If, as an exception to what was sated above about liability to any third party, at the client’s request, we agree that a third party may rely on a document produced by us or on advice provided by us, this will not increase or otherwise affect our liability, and we will only be liable to such third party to the extent we would be liable to the client. Any amount paid to a third party as a result of such liability will reduce our liability to the client correspondingly and vice versa. If we agree that a third party may rely on a document produced by us or on advice provided by us, no client relationship will arise between us and that third party.

All limitations of liability applicable to us under these General Terms and Conditions or any separate agreement with the client will also inure in all respects to the benefit of, and apply to, any partner or former partner of Salingre and any lawyer or any other person who is, or has been, employed by Salingre or who is, or has been, engaged by Salingre.

We maintain a liability insurance policy as required by the Finnish Bar Association.

7. Termination of engagement

An engagement is considered as ended when we have carried out the scope of the engagement and the client’s instructions in relation to the engagement.

Termination of our engagement is possible at any time when notified by the client. Salingre ceases to act on the client’s behalf, when the notification of the termination of the engagement has reached us.

8. Reference use

When a particular transaction or other matter has become public, we may disclose acting on behalf of the client as well as our involvement in the matter in our marketing materials and on our website.

9. Amendments

Salingre has the right to amend these General Terms and Conditions from time to time. The amended General Terms and Conditions are applicable to engagements that have commenced after the amendments have been done.

These General Terms and Conditions shall not be deemed to be waived or modified, unless Salingre and the client have agreed otherwise in a written engagement letter.

10. Governing law and disputes

These General Terms and Conditions and all issues regarding them or any engagement or matter on which we have advised the client are governed by and will be construed in accordance with Finnish substantive law

Any dispute, controversy or claim arising out of or relating to this contractual relationship, or the breach, termination or validity thereof shall be finally settled by a sole arbitrator in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The place of arbitration shall be Helsinki, Finland. Notwithstanding the foregoing Salingre is entitled in its sole discretion to collect from client(s) any unpaid invoices in Helsinki District court or any other court of competent jurisdiction.