TERMS AND CONDITIONS OF THE SERVICES

Wist attorneys - Asianajotoimisto Oy

GENERAL TERMS AND CONDITIONS OF THE SERVICES



The following General Terms and Conditions are applied to all legal services provided by Wist Attorneys – Asianajotoimisto Oy (“Wist Attorneys” or “we”) to its clients (the “Client” or “you”), unless otherwise agreed in a writing.



1. Code of Conduct

We are members of the Finnish Bar Association and comply with its rules, guidelines and code of conduct in all of our activities.

2. Scope of services

We offer legal services and provide advice on matters governed by the laws of Finland. The scope of our services is defined by the instructions given by the Client and as accepted by us. We base our advice and rely on the information and documents provided by you and do not seek to independently verify their accuracy. Our advice is always given, and any documents drafted, in the specific matter only and may not be relied upon in any other engagement or circumstances or used for any purpose other than for which they are provided. Our services are always limited to the Finnish law aspects of the relevant matter. Our advice and other services are based on the laws and regulations, legal precedents and guidance on interpretation in force when we deliver our advice or service, and we shall not have any responsibility to inform you of any subsequent changes to them.

Whenever you need legal advice in other than Finnish law questions, we will be pleased assist you in identifying and instructing a suitable legal advisor in the relevant jurisdiction. Any such advisors will be independent of us and act on their own responsibility. We cannot assume any liability for the legal advice provided by such other legal advisors or for their quotes, estimates or fees or level of services otherwise. We provide advice on tax law only when so specifically agreed on. In other cases, whilst we may discuss the tax aspects of a matter with you, this is merely to provide you the benefit of our general experience and does not constitute legal advice, and you should always seek independent tax advice. Our services do not comprise advice on financial, accounting, technical or environmental matters.

3. Conflicts of interest

Before we can accept to take on an engagement, we are due to ensure that we do not have a conflict of interest in the matter. Any questions of conflicts of interests will be addressed by us based on the Code of Conduct of the Finnish Bar Association.

We may accept an assignment to draft a contract or to act as a mediator on behalf of two or several Clients who have conflicting interests, if all these Clients ask us to do so. In such case we have an obligation to equally consider the interests of all these Clients, and we cannot represent any of them in the event of a subsequent dispute in the matter.

4. Anti money laundering, prevention of terrorism financing and sanctions

We are generally required to verify the identity of our Clients and their representatives and beneficial owners and to obtain information on the nature and purpose of the client or business relationship. We may also have an obligation to verify the origin of funds and other assets. You agree to provide to us all such information and documentation that we may for such purpose request from you, and you understand that we may not be allowed to accept the engagement before we are fully satisfied with the information and documentation provided. In some cases this may require verification of such information or documents from external sources.
We are required to report any suspicions of money laundering or terrorism financing to the authorities and are not allowed to inform the Client of such suspicions or reports.

5. Confidentiality

As members of the Finnish Bar Association, we are bound to keep confidential and not without permission to disclose such private or family secrets or business or professional secrets or such other information on our Clients or the Clients’ circumstances which we learn in connection with our engagement.

We may, however, disclose such information to the extent that we are obligated to do so under applicable law or the rules of the Finnish Bar Association; the disclosure is necessary for our defence against a claim against us; the disclosure is necessary for the collection of a claim from the Client.

Unless you otherwise instruct us, we may provide your name and a brief description of our engagement as a reference in client offers and submissions to legal directories. Such references will always be marked as confidential, except where the relevant transaction or matter has been made public.

Where our engagement concerns a transaction or other matter that has become publicly known, we may for marketing purposes disclose that we have acted on behalf of the Client, unless the Client instructs us otherwise.

6. Fees, expenses and invoicing

Our fee is based on the charging principles at each case agreed with the Client or, in the absence of such agreement, as applied at the time of the acceptance of our engagement. Any estimate given on the amount of our fee is indicative and not binding. We reserve the right to revise our fee and our charging principles in the event that the scope of our engagement broadens, the timetable changes or our liability is increased as well as in the event of other changes in our engagement or the surrounding circumstances. In addition to our fee, we charge for the costs and disbursements incurred by us in connection with the engagement, including travel costs and daily allowances in accordance with the Finnish Tax Board’s instructions. In addition to our fee, we will invoice you for value added tax in accordance with the applicable laws and regulations. Unless otherwise provided, all fees are quoted exclusive of value added tax.

We may request you to pay a retainer for our fee and for the costs to be incurred in connection with the engagement. In such case we will not commence working on the matter before the retainer has been paid. Our fee will not be limited by the amount of the retainer unless so expressly agreed.

Our fee or part of it may be covered by a legal expenses insurance that you have bought either as a stand-alone insurance policy or as an add-on to another insurance policy. You are, therefore, advised to consult your insurance company or broker to explore whether your insurance policies include a legal expenses insurance that would cover our fee. Our right to charge a fee for our services is, however, not subject to the fee being covered by a legal expenses insurance, and the amount of our fee is not limited by the amount that may be recovered from the insurance. We invoice for our services when the engagement is completed or, if the engagement extends over a period of several months, on a monthly basis. Our invoices are due for payment within 14 days of the date of the invoice, unless otherwise agreed with the Client. Default interest is payable on overdue invoices in accordance with the Finnish Interest Act from the due date until the date of payment. If our invoices remain unpaid after the due date, we reserve the right to discontinue your pending engagements and to decline to accept new engagements from you.

7. Data protection

We collect and process personal data of our Clients, their representatives and beneficial owners as well as of their counterparties and their representatives for the purpose of performing our services, identifying our clients, avoiding conflicts of interest and complying with our other legal and regulatory obligations, including those following from the rules and guidelines of the Finnish Bar Association. We may also collect and process personal data to be able to keep contact with our Clients and to market our services. Personal data is primarily collected directly from the Client and its counterparty but may also be obtained from the Finnish Trade Register and other public sources.

We do not generally share personal data with third parties except where required to do so to perform our duties or to fulfil our legal obligations. Upon request of the data subject, we will provide information on what and how his or her personal data is processed, correct any inaccurate or incomplete personal data and delete data which we no more are required to process or retain. Please see the privacy notice on our website for further information.

8. Limitation of liability

Our liability is limited to the pure economic loss that is directly caused to you as a consequence of an error or negligence by us in performing our work in connection with the engagement. We do not accept liability for indirect or consequential loss or for any loss caused by the negligence or wilful misconduct of you, your employees or other advisors.

The maximum amount of our liability is limited to the amount equal to five times the fee charged by us for the engagement or, if higher, the amount covered by our liability insurance. Our liability is reduced by any amount that is or can be recovered by you based on an insurance policy, contract or indemnification, any amount by which you, your employees or other advisors have contributed to your loss, and by such other amounts that reduce damages under the general principles of Finnish law governing compensation of damage. Except as otherwise expressly agreed in writing, we assume no liability to any third party. If we, at your request in a specific case, agree that a certain third party may rely on a document produced by us or on advice provided by us to you, this will not increase our overall liability, and we will only be liable to such third party to the extent that we would be liable to you under the terms of our engagement and these General Terms and Conditions. Any loss compensated by us to such third party will reduce our liability to you and visa versa. No client relationship will arise between us and that third party.

We assume no liability for the use of our advice, or the documents or other work products produced by us, for any purpose other than the engagement and the specific purpose for which the advice was given or the document or work product produced.

We are not liable for any loss caused as a consequence of us complying with our obligations under applicable law or the rules and guidelines of the Finnish Bar Association, such as, for example, the discontinuation of an engagement or reporting to the authorities in connection with a suspicion of money laundering, even where such suspicion would subsequently be considered groundless.

It is your responsibility, in a timely manner, to inform us of any facts, timelines and other matters relevant for the engagement and to provide to us all documents and other materials necessary for the performance of our services. We do not have any obligation to verify the accuracy of the information, documents or material that you have provided to us, and we cannot assume any liability for loss caused by deficiencies or inaccuracies in such information, documents or material.

Unless otherwise agreed in writing, time schedules are indicative, and they are mainly intended for planning and project management purposes. We accept no liability arising from a failure to complete any work within the desired time.

The limitations of liability applicable under these General Terms and Conditions or otherwise agreed in connection with an engagement apply equally to the liability of any of our partners or employees to you.

We maintain a liability insurance policy with a reputable insurance company in accordance with the rules of the Finnish Bar Association.

9. Document Retention

Unless otherwise instructed by the Client, we retain client correspondence and other documents in an electronic format for ten years following the completion or termination of the engagement, after which we may delete the material without separate notice to you.

10. Intellectual Property Rights

The Client is entitled to use documents drafted by us and other work products of ours for the purpose which they have been provided for. However, the copyright and other intellectual property rights in all documents and work products that we generate vest in us.

11. Complaints and feedback

We always strive at providing services of the highest quality and welcome any feedback to further improve our services. Should the Client be dissatisfied with our services, we encourage the Client to notify us as soon as possible to allow us to investigate the matter and seek to find a mutually satisfactory outcome to the matter. We are not liable for any claim made later than 12 months after the circumstances giving rise to the claim became or should have become known to you.

If your claim is based on a claim against you by a third party or authority (a “third party claim”), we or our insurers shall be entitled to answer to and defend and settle such third party claim on your behalf. We are not liable for any third party claim which you have settled or compromised or in respect of which you have taken other action without our consent. If you are compensated by us or our insurers for a third party claim, you must, as a condition for such compensation, assign your right of recourse and counterclaim against the relevant third party to us or our insurers.

We will seek to find an agreement and settle any disagreements that we may have with you over our invoices. If you do not accept our invoice, you also have the right to bring the matter as a fee dispute to the Disciplinary Board of the Finnish Bar Association. For further information on the Disciplinary Board, see www.valvontalautakunta.fi/valvontalautakunta/in_english.

12. Termination of the engagement

Our engagement will end when we have carried out the tasks set out in your instructions. You may also terminate our engagement at any time by notifying us to such effect in writing.

In accordance with the Code of Conduct of the Finnish Bar Association, we have the right to terminate the engagement by notice to you, if you do not pay our invoice when due or if you act fraudulently or materially in conflict with our advice as well as for other special reasons. You shall in all cases be responsible for our fees and expenses incurred prior to the termination of our engagement.

13. Force Majeure

We shall not be responsible for any failure or delay in the performance of our services caused by, directly or indirectly, forces beyond our control, including, without limitation, legislative actions or Governmental orders, strikes or other industrial actions, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes, pandemic and interruptions or malfunctions of the electricity or communications networks or the banking system.

14. Amendments

These General Terms and Conditions may be amended by us from time to time by publishing the updated General Terms and Conditions on our website www.wistattorneys.fi.

15. Governing law and jurisdiction

All of our engagements, any liability of us in relation to our Clients or third parties and these General Terms and Conditions shall be governed by Finnish law.

Any dispute, controversy or claim arising out of or relating to our engagement, or the breach, termination or invalidity thereof shall 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.

We reserve the right to bring claims concerning collection of our receivables to the Helsinki District Court or, if we so elect, to another competent court, including the courts of your domicile.