Żelaznowski & Głowiński - Kancelaria Radców Prawnych

GENERAL TERMS AND CONDITIONS OF CONTRACTS

entered into with Żelaznowski & Głowiński
LEGAL ADVISERS’ LAW OFFICE

Section 1 - Scope of Cooperation

1. The Office provides legal assistance for the Client within the Polish law. A contract between the Client and the Office is a contract of due diligence.
2. Legal services are provided, in principle, in the Office’s premises, as well as, on the Client’s wish, in another venue.
3. If the legal sevices are performed in the Client’s premises, the Client will ensure for the Office’s lawyer a work place guaranteeing confidentiality of secret information as well as due security.
4. The Office is obliged not to represent the benefit of any entity whose interest in a given case is at a given moment directly contradictory to the interest of the Client.

Section 2 - Supplying of Information and Ordering of Services

1. The Client is obliged to duly cooperate while performing by the Office the services described in section 1. The Client is particularly obliged to supply to the Office or make available for the Office within the time frame specified by the Office all and any materials, documents and data possessed by the Client, as well as all and any information known to the Client which will be necessary to perform the services specified in section 1 of this contract.
2. If performing the services ordered by the Client requires documents, materials, data or information possessed by the Client and they are not supplied by the Client together with the order, the period of time necessary to perform the services will be prolonged by the time of delay in supplying by the Client the aforementioned documents, materials, data or information.
3. The Client has been informed that not supplying the Office with the documents, information etc. within the sufficient period of time, if that time frame was specified by the court or arises from the provisions of civil proceedings, may lead to adverse legal consequences, including the risk of losing the dispute.
4. Ordering of individual activities does not require any special form. Nevertheless, following the application of any of the Parties, it should be confirmed by the other Party in writing. In case of emergency, if in the Office’s opinion the Client’s legal interest should be protected immediately, the Office is authorised to undertake a given activity even without a prior order. The Office will immediately inform the Client about each and every such activity.
5. On each demand of the Client, the Office is obliged to present to the Client written information about the status of the case.
6. The Office is entitled to refuse to perform services if they would oppose its rules of legal advisers’ ethics, would be contradictory to the interests of other clients of the Office or would exceed the scope of the Office’s expertise. In each and every of the aforementioned cases the Office will inform the Client about the impossibility to perform the service.
7. The Client may limit the group of people authorised to contact the Office.

Section 3 - Authorisation for the Office

1. The Client will grant to the Office respective powers of attorney to act on his/her behalf. The powers of attorney granted to the Office will include an authorisation to grant further powers of attorney (substitution).
2. Settling a claim by the Office, as well as resigning from a claim requires a prior written approval of the Client.
3. The Parties decide that in case of dissolving this contract, all and any powers of attorney granted to the Office by the Client will terminate after a two-week notice counted from the date of dissolving this contract, which will allow the Client to entrust to other entities continuation of the cases commissioned to the Office, without any damage to the Client.

Section 4 - Confidentiality of Information

The Office is obliged to keep secret each and every piece of information which it learns while performing this contract or in connection with it. The aforementioned obligation of confidentiality is unlimited in time and covers all the information learnt by the Office, particularly: documents, memos, files, electronic information or information stored on other technical carriers. Reports and opinions prepared by the Office, unless the content of them stipulates otherwise, are issued for the Client’s Management Board. Reports like those cannot be presented to third parties without the Office’s written approval. The Office is not liable against third parties to whom a report will be presented or who will have contact with it.

Section 5 - Office’s Remuneration, Reimbursement of Expenses

1. Remuneration of the Office is based on an hourly rate agreed with the Client, for an hour of work of the Office’s lawyer. The Client may agree with the Office that for some services the remuneration will be specified as a lump sum or in another way.
2. For the purposes of calculating the Office’s remuneration, the time of reaching the venue of performing the contract, particularly the time of driving from the Office’s premises to the Client’s premises is treated as the time of performing the service.
3. If the Client has his/her costs reimbursed because of a legal representation in a dispute in which the Office represents the Client, the Client is entitled to retain the reimbursed amount up to the net amount paid to the Office by the Client as the Office’s remuneration for that case. The remaining amount will be transferred by the Client to the Office within 14 days from the day of receiving the invoice issued by the Office.
4. Unless the contract between the Client and the Office stipulates otherwise, the Office’s remuneration will be paid monthly on the basis of an invoice issued in compliance with the settlement of the Office’s services and – on the Client’s demand – of the expenses incurred.
5. Notwithstanding the aforementioned remuneration, the Client is obliged to repay all the other costs of performing the order by the Office, particularly such as: postage, courier costs, court and fiscal stamps, costs of phone calls etc., as well as to pay all the reasonable expenses of the Office, which will be incurred due to performing the order (which particularly concerns costs of journeys, accommodation, taxis etc.). Expenses like those will be reimbursed on the basis of the Office’s invoices together with a settlement of expenses, submitted to the Client every month.
6. Choice of the means of transport is at the Office’s discretion; however, if the journey within Poland is planned to be a flight, the Office is obliged to gain a prior approval of the Client. If the journey is a car drive, the Parties agree that the Office’s remuneration is increased by PLN 1.50 + VAT for one kilometer as lump costs of the car’s wear.
7. The agreed rates or amounts of the Office’s remuneration do not include the VAT tax, which means that the agreed rates or amounts must be increased each time by the VAT tax in compliance with the binding provisions.

Section 6 - Performing of the Contract

1. The Office is not obliged to incur any expenses relating to the Client’s order. The Office may apply to the Client to make a pre-payment to cover the expected costs. The Client is obliged to immediately transfer the specific amount to the Office.
2. The Client is obliged to present any possible remarks concerning the way of performing this contract in a written form.
3. The Client agrees on using by the Office the electronic mail as a means of communication. The Client is aware that the Internet does not ensure confidentiality or integrity of a message.

Section 7 - Miscellaneous

1. Unless the contract between the Client and the Office stipulates otherwise, the Client and the Office are entitled to dissolve the contract with the Office with a one-month notice.
2. The aspects not regulated in the contract between the Client and the Office or in these General Terms and Conditions, are governed by respective provisions of the Polish law.
3. Any possible disputes arising in connection with the contract between the Client and the Office are subjected by the Parties to the decisions of the common court of appropriate jurisdiction in Gdańsk, Poland.