LAW FIRM POHLA & HALLMÄGI
GENERAL TERMS OF CLIENT CONTRACTS
1. Definitions
1.1. Law Firm - Osaühing Advokaadibüro Pohla & Hallmägi, registry code 10139182.
1.2. Client – a natural or legal person who has concluded the contract with the Law Firm.
1.3. Contract – a client contract concluded in written form between the Law Firm and the Client, to which the special terms agreed in the client contract and these general terms apply. The parties may change the terms of the contract in the format that can be reproduced in writing.
2. Provision of legal assistance
2.1. These general terms apply between the Law Firm and the Client and between the Law Firm and the person who addresses the Law Firm and who has not concluded a written contract, but with whom the provision of legal assistance by the Law Firm has been agreed orally or in the format that can be reproduced in writing, and who is also considered a client within the meaning of the general terms.
2.2. The Law Firm undertakes to provide the Client with the legal assistance stipulated or agreed upon in the contract in accordance with the Bar Association Act and the rules of professional ethics of the Bar Association. The Law Firm undertakes to provide legal assistance to the Client loyally at the level of generally recognized professional skills, with the best benefit for the Client and due diligence according to its knowledge and abilities. When providing a legal service, the attorney is independent and follows the law, legal instruments and resolutions of the bodies of the Bar, rules of professional ethics, incl the code of ethics, good manners and their own conscience. The Bar Association Act, code of ethics and rules of procedure are available on the Bar Association's website.
2.3. The Law Firm provides legal assistance to the Client only based on the legislation in force in Estonia. If the Law Firm and the Client have not separately agreed on this, the Law Firm will not advise the Client on the organization of the Client's business, Client's financing, evaluation of the Client's property, environment or technical condition, in connection with the Client's accounting or in connection with state or local taxes related to the legal assistance provided to the Client.
2.4. The Client declares and confirms that it is aware that the Law Firm undertakes to comply with the rules of preventing money laundering and terrorism when fulfilling the contract, as well as to follow the applicable sanctions that may limit or exclude the provision of legal services to the Client. The Client undertakes to disclose to the Law Firm, in a satisfactory manner, the data on its own beneficial owners or the beneficial owners of the other party to the transaction, or other information that is necessary for the Law Firm to make sure that the Law Firm does not violate the rules of preventing money laundering and terrorism or valid sanctions when providing legal assistance.
2.5. The Client is aware and agrees that the Law Firm may have an obligation to inform the Financial Intelligence Unit in case of suspicion of money laundering or terrorism and the Law Firm is thereby obliged not to inform the Client about the submission of the relevant information.
2.6. The Client gives the Law Firm the tasks agreed in the contract and additional specific tasks orally or through telecommunication means without supplementing the contract each time. The Client undertakes to provide the Law Firm with timely and correct information for the fulfilment of the contract, forward documents and opinions required for the provision of legal services, cooperate with the attorneys of the Law Firm and inform the Law Firm and the attorney of all material circumstances related to the provision of legal services.
2.7. The Law Firm informs the Client about the process of providing legal assistance and the circumstances that have arisen during it, as necessary, and responds to the Client's relevant inquiries. The Law Firm provides the Client, upon the request of the latter, with the work report related to the provision of legal assistance including the invoice to be issued.
2.8. All notices, requests, demands and other exchanges of information arising from the contract will be drawn up in writing and will be deemed duly submitted, if these have been delivered in person, sent by courier, registered mail, regular mail or e-mail to the addresses indicated by the parties in the contract or disclosed by the parties themselves. Each party will immediately notify the other party of any change in the contact information specified in the contract. If the Law Firm has been assigned a task by another person participating in the Client's economic activity, the Law Firm may also consider this person as the Client's contact person. A letter or notice sent by the Law Firm is deemed to have been received by the Client, if it has been sent to the e-mail address of the contact person mentioned above and two working days have passed from its mailing.
2.9. Upon provision of the legal services the Law Firm can rely on the data provided by the Client and the correctness of the documents. The Law Firm can assume that any person related to the Client, who approaches it on behalf of the Client, has the Client's authorization to order legal services based on the contract.
2.10. After the completion of the client's task, if new circumstances arise, including the changes in case law or legislation, the Law Firm is not obliged to change, supplement or correct any legal opinion given to the Client or information given to the Client, unless the Client gives the Law Firm a separate instruction to do so.
3. Payment for legal assistance
3.1. During the period prior to the entry into force of the contract the Client undertakes to pay for the legal assistance provided by the Law Firm to the Client in accordance with the terms of the contract. In case the Client wants a third party to pay for the legal assistance provided, the Client remains jointly and severally liable to the Law Firm with the third party. The Law Firm has the right to suspend the provision of legal assistance in case the Client or the third party named by the Client does not pay the invoices submitted by the Law Firm on time.
3.2. The Client undertakes, upon the request of the Law Firm, to take over any obligations arising from the contracts concluded by the Law Firm with the third parties as agreed with the Client, which are or were necessary for the provision of legal services to the Client based on the contract.
3.3. Any costs related to the payment of the invoices of the Law Firm as well as any taxes related to the payment of the invoices, will be borne by the Client. The Client undertakes to submit any possible objections to the legal assistance and invoices provided by the Law Firm within 7 calendar days from the receipt of the invoice at the latest. Upon the expiry of the mentioned term, the Client is considered to have waived any objections to the services provided by the Law Firm on the basis of the contract and it is considered that the legal assistance provided to the Client has taken place in accordance with the terms of the contract.
3.4. In case the attorneys of the Law Firm provide services to the Client outside the premises of the Law Firm, including on a business trip or on the way to court hearings, the time spent on transport is counted as part of the time of providing legal assistance services to the Client. The provision of legal assistance services to the Client also involves the communication with the client, including the preparation of telephone meetings and e-mails and communication with the Client or the persons related to the Client's task.
3.5. The information provided by the Law Firm to the Client on the estimated cost of legal assistance is only indicative and does not exclude or limit the right of the Law Firm to demand payment by the Client for legal services according to the time actually spent on providing legal assistance. The Client pays the office expenses of the Law Firm within up to 5% of the legal assistance provided monthly.
3.6. In case of a breach of the contract by the Client, the Law Firm may transfer the fee claims arising from the contract to the third parties, in which case the Client undertakes to additionally pay the costs of collecting debts arising from the contract.
3.7. The Law Firm may unilaterally annually change the hourly fee agreed upon in the contract, by informing the Client at least 30 calendar days in advance or by notifying the Client, in the format that can be reproduced in writing before accepting a new assignment from the Client, of the hourly fee applicable from that moment onwards. In case the Client subsequently requests further legal assistance from the Law Firm, the Client is deemed to have implicitly agreed to the hourly fee for legal assistance provided to the Client based on the contract.
4. Data processing
4.1. The Client agrees to the exchange of information electronically via the internet. The Client confirms that it is aware of the risks associated with the electronic transmission of data: messages may be lost, confidential and personal information may be intentionally or unintentionally changed, stolen or disclosed to the third parties. The emails sent by the Client to the Law Firm may be blocked by spam software or by other means. The Law Firm is not responsible for such risks. The Client should check the arrival of important e-mails by phone or ask the Law Firm to confirm the receipt of the e-mail.
4.2. The Client undertakes to ensure that it has all legal rights to transfer personal data and intellectual property items to the Law Firm. In case the Client illegally transmits any personal data or intellectual property items to the Law Firm, it is fully responsible for any possible damage to the Law Firm resulting from this.
4.3. The Law Firm acts as the controller of personal data when providing legal assistance to the Client and processes the Client's personal data for the provision of legal services, to fulfil the requirements arising from legislation, improve the quality of the Law Firm's legal services and maintain and market client relations. The Law Firm may process, inter alia, the personal data of the Client's representatives, companies belonging to the same group as the Client, employees, members of the supervisory board and business partners or persons related to the Client in other ways.
4.4. The persons whose personal data is processed by the Law Firm have the right to receive information about the personal data processed by the Law Firm and to demand that the Law Firm would correct or delete their personal data, taking into account the applicable legal restrictions. Depending on the circumstances the Client (as a natural person) and his/her representatives may have the right to restrict processing; the right to object to processing; the right to demand deletion of personal data; and the right to portability of personal data. The Law Firm may transfer the personal data of the Client and the persons directly related to it to the third parties, if this data is necessary for the performance of the Client's task, for example - but not limited to - to other advisers whom the Law Firm may involve or to whom the Client's task may need to be transferred, or for other related purposes. Such third parties may be located in non-EU/EEA countries where privacy standards may differ from the ones in the EU.
4.5. The Law Firm uses various software solutions to provide legal services. Although the Law Firm takes appropriate measures to ensure computer and software security and make backup copies, the Law Firm is not liable for any damage that may result from computer viruses, ransomware attacks or other illegal interference with computer data, computer system malfunctions or computer fraud.
4.6. All copyrights of the works created by the Law Firm based on the contract will remain with the Law Firm, unless the Law Firm and the Client have agreed otherwise in the format that can be reproduced in writing.
4.7. The Law Firm may publish information about the Client and the legal assistance provided to the Client for its own marketing with the prior written consent of the Client in the format that can be reproduced in writing and in the form agreed with the Client.
5. Liability of the Law Firm
5.1. The Law Firm and the attorneys and employees of the Law Firm are liable to the Client in case of a culpable breach of the contract only for direct property damage and only to the extent that the Law Firm, the attorneys and employees of the Law Firm participated in the occurrence of the damage and in which the damage did not occur due to the circumstances arising from the third parties or the Client or as a result of a threat arising from them. The Law Firm is not responsible for the content of a possible judgment or arbitration decision when conducting court or arbitration proceedings, if the Law Firm has provided legal assistance in accordance with the terms of the contract. The Law Firm and the attorneys and employees of the Law Firm are not responsible for the Client's indirect damage, lost income or strictly pecuniary loss.
5.2. The liability of the Law Firm and the attorneys and employees of the Law Firm is limited to three times the cost of the specific legal service provided to the Client (the specific instruction given by the Client), but in any case to the amount of 1,000,000 euros. The Law Firm, the attorneys and employees of the Law Firm are not liable to the Client to the extent that the Client has the right to the insurance indemnity of the Client's own insurer and compensation based on the liability insurance contract concluded by the Law Firm and the right to submit a claim for compensation of the damage caused by the third parties. In case the Law Firm and/or the Law Firm's liability insurance provider has compensated the Client for damages, the Client undertakes to assign the corresponding claims for compensation to the Law Firm at the request of the Law Firm in order to submit possible recourse claims against the third parties.
5.3. The Law Firm is not liable for the damage caused by the advice or documents provided to the Client, if these are used for a purpose other than that for which these were originally prepared by the Law Firm.
5.4. The Law Firm is not be liable for any damage related to the submission of any claim by the third party against the Client in connection with the provision of legal assistance by the Law Firm, if the Client does not enable the Law Firm to object to the claim as the Client's representative or enters into a compromise with the third party without the Law Firm's consent.
5.5. The Law Firm is not responsible for the actions or omissions of the third parties who are engaged to provide legal assistance to the Client. The Client undertakes to compensate the Law Firm for all claims of the third parties against the Law Firm if, in the course of providing legal assistance, the Law Firm assumes responsibility towards the third party in connection with the services provided to the Client.
5.6. The limitation of liability specified in these general terms does not apply to the extent that its agreement would be contrary to the applicable legislation. Considering this, however, the liability of the Law Firm and the persons involved in the provision of legal services by the Law Firm is excluded to the extent permitted by law.
5.7. Each Client's claim against the Law Firm arising from the contract expires 12 months from the completion of the Client's task related to the claim given to the Law Firm by the Client based on the contract.
6. Confidentiality and conflict of interest
6.1. The Law Firm is obliged to keep the information, data and documents disclosed to it in the course of legal assistance confidential before the third parties. The Law Firm may disclose information, data and documents to the attorneys and employees of the Law Firm in order to fulfil the contract. Confidential information, data and documents may be disclosed by the Law Firm to the third parties with the consent of the Client and in cases where the Law Firm has a legal obligation to do so. This obligation remains valid even after the termination of the contract.
6.2. The Client is aware and agrees that in order to provide legal assistance by the Law Firm, it may be necessary to transmit information about the Client and transactions to notaries, bailiffs, bankruptcy trustees, translators, credit institutions or other financial institutions, among other things, in order to comply with "know your client" and other obligations arising from the Money Laundering and Terrorist Financing Prevention Act.
6.3. The Client declares and confirms that it is aware that the Law Firm has provided and is providing legal assistance to various persons whose interests may potentially conflict with the Client's interests (conflict of interest). The Law Firm undertakes to refrain from a direct conflict of interest when providing legal services to the Client, which is related to the fulfilment of a specific Client's task in a specific jurisdiction and only during the validity of the contract. In the event of a conflict of interest the Law Firm may not be able to accept the Client's assignment. The definition of conflict of interest is based on the code of ethics of the Bar Association and the practice of the Ethics Tribunal of the Bar.
6.4. The Law Firm has the right to disclose information entrusted to it by the Client and/or related to the legal service provided by the Law Firm to the Client in disciplinary or ethical proceedings during internal supervision and/or professional investigation, if the supervision or investigation is carried out in accordance with the rules of the Bar.
6.5. The Client is obliged to keep the information and data disclosed to it by the conclusion of the contract as confidential before the third parties.
7. Termination of the contract
7.1. The Law Firm and the Client have the right to ordinarily terminate the contract at any time by submitting a notice of termination to the other party. The other party should be notified at least 30 days in advance of the ordinary termination of the contract.
7.2. The parties have the right to unilaterally extraordinarily terminate the contract, if, considering all the circumstances and the interests of both parties to the contract, it cannot be expected that the party wishing to terminate the contract will continue to fulfil the contract until the end of the regular termination period or until the tasks received from the Client are fulfilled. The Law Firm has the right to terminate the contract extraordinarily, inter alia in case the Client has submitted a claim, for the meeting of which the attorney has to violate the law or the rules of professional ethics, or if the Client does not submit the documents or the Client does not submit the data that the attorney requires to meet the requirements for preventing money laundering and terrorist financing, or to make sure that it is not a violation of sanctions, or the submitted documents and data do not eliminate the attorney’s suspicion that the purpose of the transaction may be money laundering or terrorist financing or a violation of sanctions.
7.3. The valid reason for the termination of the contract by the Law Firm is, among others, the emergence of a conflict of interests, a significant breach of the contract by the Client, failure to pay the Law Firm's fees and expenses on time by the Client, the Client's refusal to cooperate with the Law Firm or failure to follow the Law Firm's advice on an important matter, or any fact or circumstance that changes the Law Firm's continued representation as illegal or unethical, including if the Law Firm identifies activities or facts that point to the use of criminal proceeds or terrorist financing or the commission or attempted commission of related offenses or in connection with which the Law Firm suspects or knows that it constitutes money laundering or terrorist financing or the commission of related offences. Upon termination of the contract the Client is obliged to pay the Law Firm all unpaid fees for the legal services rendered and the costs incurred until the termination of the contract.
7.4. The Law Firm undertakes to return only original documents to the Client at the termination of the contract and is not obliged to return the Client's materials received from the Client or transmitted to the Client in an electronic form. In case of the termination of the contract the Law Firm has the right to retain the Client's original documents or any other means obtained by the Law Firm during the fulfilment of the contract against the Client to ensure the fulfilment of the Law Firm's claims arising from the contract or to satisfy the Law Firm's claims on their account.