`GENERAL TERMS AND CONDITIONS OF CONTRACTS (T&C)
entered into with Żelaznowski & Głowiński
LEGAL COUNSELS’ LAW FIRM
Unless the Parties decide otherwise in writing, the following General Terms and Conditions of Contracts specify mutual relations between a Client of the Law Firm and the Law Firm.
§ 1 [Scope of the contract and its performance]
1. The Law Firm provides on-going legal assistance for the Client within the area of the Polish law. Subject to provisions of § 6(3) hereof, the Client may require the performance of work that goes beyond the above-mentioned scope. Unless any major obstacles occur, the order shall be accepted. Unless the Parties agree otherwise, provisions of these T&C shall apply to any activities taken within an accepted order.
2. The Law Firm shall respond to questions asked by the Client also directly during meetings or phone calls. Upon request of the Client, the Law Firm shall confirm any and all oral requests in a document form.
3. The Law Firm shall not be liable for any advice that is not given in writing. The Law Firm shall not be liable either for any and all initial drafts of advice or notes of meetings given to the Client.
4. The advice of the Law Firm shall refer exclusively to the actual status of affairs for which it has received an order as well as to the legal status and judicature applicable at the time of giving advice. The Law Firm shall not be liable for any effects of rendering its services, if regulations are amended afterwards or if the interpretation of regulations is changed by courts and agencies that apply them. Advice given by the Law Firm shall be given only for the Client or persons indicated by the Client. Advice of the Law Firm shall not be transferred to or used by any third parties without prior consent of the Law Firm.
5. The Law Firm, while undertaking to render legal services for the Client, shall provide the same within the scope explicitly instructed to the Law Firm by the Client; in particular, the Law Firm shall not be liable for all affairs of the Client or for any other matters not covered by the order.
§ 2 [Provision of information and commission for activities]
1. The Client shall be obliged to duly cooperate in performance of the activities specified in § 1 by the Law Firm. In particular the Client shall be obliged to provide for or make available to the Law Firm, at a date set by the Law Firm, any material, documents, data in the Client’s possession and any information acquired by the Client, which will be necessary to perform activities described in the content of § 1 of the contract with the Law Firm. The Law Firm shall render services primarily according to the above-mentioned information and documents as well as explanations given by the Client. The Client shall immediately notify the Law Firm if he finds any information or documents provided to be untrue or incomplete.
2. The Client shall provide information and submit relevant declarations as required to enable the Law Firm the fulfilment of obligations that stem from the Act on counteracting money loundering and financing terrorism: a declaration on not occupying any politically exposed positions is enclosed as Schedule No 1 hereto. If any actions are taken with the participation of a notary public, the Client may be requested to submit any additional information, documents, or declarations.
3. If necessary for the rendition of a service, the Client shall provide the Law Firm with personal data. Within the scope the Law Firm processes such personal data for the purpose of providing legal assistance, it becomes its controller under the rules of law. If the transfer of personal data is not related to the legal assistance given, the Law Firm may become a processor under a separately executed contract on personal data processing. The rules concerning personal data processing by the Law Firm are given in the Privacy Policy available on the website of the Law Firm (www.zg.com.pl). The Law Firm represents that it shall process data of the Client in order to meet the obligations resulting from regulations on counteracting money loundering and financing terror.
4. Where documents, material, data or information that are in the Client’s possession are necessary to perform activities commissioned by the Client and they are not provided for the Law Firm along with the Commission, the period necessary to perform the commission shall be extended by the delay of the Client in providing those documents, material, data or information. The Client has been informed that failure to provide the Law Firm with documents, information etc. in an appropriate time limit, where such period has been fixed by a court or follows from the provisions on civil procedure, can involve negative legal consequences.
5. Commission for individual activities shall not require any specific form. However, upon request of any party, it should be confirmed in writing by the other party. In urgent cases, if - in the Law Firm’s opinion - the protection of legal interests of the Client so requires, the Law Firm shall be entitled to take a given action even without a previous commission. The Law Firm shall immediately inform the Client on any such action.
6. The Law Firm is entitled to refuse to perform a task if it is against the legal advisors’ ethics or is contrary to the interests of other Clients of the Law Firm (subject, however, to provisions of section 7 of this article) or would exceed the scope of the Law Firm experience. In any of such cases the Law Firm will notify the Client of the impossibility to perform the services.
7. Due to a large number of clients represented by the Law Firm, it is possible that without the intention or awareness of the Law Firm, the interests of the Client proves contradictory to interests of another client of the Law Firm. In this instance, it shall not be considered as the violation of the provisions hereof by the Law Firm, and the Parties shall mutually take a decision as to the further course of actions in the case. Notwithstanding the above, in every instance upon the expiration of 6 months of the date of the last action or the issue of a last invoice for the Client, the Law Firm shall be entitled to consider that the entity has ceased to be the Client of the Law Firm from the perspective of assessing a conflict of interest.
§ 3 [Confidentiality of information]
1. The Law Firm shall be obliged to keep secret anything of which it learns while performing or in connection with performance of the contract with the Law Firm. This obligation shall be unlimited in time and shall cover any information obtained by the Law Firm, in particular: documents, notes, files, information recorded by an electronic method, or with the use of other means of technique. The non-disclosure obligation shall not apply to the Law Firm with respect to any information that belongs to the public domain or if the Client gives consent to its disclosure as well as in the event when an authority entitled under the rules of law requires the disclosure of such information. The professional non-disclosure obligation shall not apply to any information made available under the rules of law of the Act on counteracting money loundering and financing terrorism – within the scope set forth in such regulations.
2. While rendering a commissioned service, the Law Firm shall follow the rule that any information and documents made available to or prepared by the Law Firm may be transferred to the Client, his personnel and other persons indicted by the Client, unless it has been agreed otherwise in writing.
3. The Law Firm assumes that fax numbers and e-mail addresses indicated by the Client in the communication are safe from the point of view of protecting his interests and that the Client is aware of the risk that results from using Internet for communication. The Law Firm shall not be liable for any losses caused by the use of such means of communication or services (including due to deformation or loss of messages and information).
4. The Law Firm shall have the right to refer to services rendered for the Client while making offers of rendering services.
§ 4 [Remuneration for the Law Firm, reimbursement of expenses]
1. For the activities performed for the Client, the Client shall be obliged to pay the Law Firm a remuneration calculated based on the time dedicated to their performance by a lawyer of the Law Firm recorded in 1/10 hour units and starting from 2/10 hours, according to the rate agreed between the Law Firm and the Client, per each one hour of the Law Firm’s lawyer work.
2. The time of travelling to the place where the legal services are going to be performed, is treated as the time of such the activity.
3. The Client shall pay the remuneration of the Law Firm without any deductions within 14 days after receipt an invoice of the Law Firm issued after the end of the calendar month in accordance with the list of activities of the Law Firm and – upon the Client’s request – of the costs incurred. The above-mentioned list of activities of the Law Firm shall not constitute an accounting document and shall be kept by the Client separately from accounting documents, because it contains confidential information that is protected in line with privileges of the client-lawyer relationships.
4. Irrespective of the remuneration specified above, the Client shall be obliged to reimburse any other costs of performing the mandate by the Law Firm, in particular such as: postal and courier charges, court fees and stamp duties, costs phone calls, etc. as well as to cover any expenses borne by the Law Firm in connection with performance of this Contact (in particular flight costs, airport taxes, rides, accommodation, taxi, etc.). Reimbursement of such costs and expenses shall be effected on the basis of the invoices of the Law Firm and specification of the expenses, delivered on the request of the Client on monthly basis.
5. The choice of mean of transport shall lie with the Law Firm, however should a trip within the territory of the Republic of Poland be made by air transport, the Law Firm will take economy class (unless otherwise accepted by the Client). Should a trip be made by car, the parties hereby determine that 1 zloty per one kilometer shall be added to the remuneration for the Law Firm, as flat-rate costs of using a car. Should a trip be made by train, the Law Firm may use the first class.
6. Invoices shall be issued to the Client according to information received about his tax status and NIP (tax identification) number and according to tax regulations applicable in Poland. According to such regulations and depending on the tax status of the Client, value added tax (VAT) may be added to the above specified rates or amounts: all above-mentioned rates or amounts of remuneration for the Law Firm are not inclusive of that tax.
7. If the Client has any comments on or objections to an invoice or a list of activities, the Law Firm expects that they shall be notified within 14 days of the receipt of an invoice or a list accordingly; after this deadline, the Client shall be deemed to have accepted such documents without any reservations.
§ 5 [Performance of the contract]
1. The Law Firm shall not be obliged to incur any expenses in connection with the Client’s mandate. The Law Firm shall be entitled to request the Client to make an advance payment in order to cover expected expenses. The Client shall be obliged to transfer an appropriate amount to the Law Firm immediately.
2. The Client shall be obliged to present any possible remarks about the way the contract with the Law Firm is performed in writing.
3. Unless any of the parties otherwise reserves, the correspondence between the parties can be effected through electronic mail (e-mail).
§ 6 [Limitation of Law Firm liability]
1. Subject to the further provisions of this article, the liability of the Law Firm for the improper performance of the contract with the Law Firm shall be limited to the lower of the following amounts; (a) 100,000 zlotys (one hundred thousand zloty), (b) a double value of the remuneration of the Law Firm due for a case the loss is related to (if accounts are done regularly, the value of damages shall not exceed the double value of remuneration received by the Law Firm during 2 months of rendering services; for the purpose of the above-mentioned provision, the specific advice and/or reports, for which remuneration has been granted, shall be deemed to be separate services). The above limitation shall not apply in the event where loss has been caused as a result of the wilful misconduct of the Law Firm.
2. The Law Firm shall not be liable for any losses, costs, or expenditures that result from negligence, incorrect interpretation, actions, or omissions of the Client, his management board, personnel or any other associated entities. For the purpose of this provision, an associated entity shall be any person who is either directly or indirectly involved in the management board of, control over, or holding shares in the company of the Client or in which the Client holds shares, either directly or indirectly, or participates in its authorities.
3. The Client has been warned by the Law Firm that the knowledge and experience of the Law Firm are limited exclusively to the Polish law. Therefore, if the Client nevertheless instructs the Law Firm to perform any work that may involve contracts or other documents governed by law other than the Polish law or relationships that are subject to law other than the Polish law, such an order shall be given at an exclusive risk of the Client and the liability of the Law Firm for any losses related to legal services concerning matters governed by the law other than the Polish law is hereby excluded. If the above-mentioned exclusion according to applicable rules of law is deemed to be invalid, the liability of the Law Firm for any such losses shall be limited to the reimbursement to the Client of remuneration of the Law Firm for handling the matter the loss is related to and shall never exceed EUR 5,000 (five thousand euros). If due to instructions of the Client or the nature of the order, the Law Firm employs a foreign legal consultant to perform the same, the foreign legal consultant shall not be a subcontractor of the Law Firm, and the Law Firm shall solely coordinate the collaboration with the consultant and shall not be liable for his advice.
4. The liability of the Law Firm for the lost profits and potential and consequential damages is hereby excluded.
5. The Law Firm will not carry out any independent verification of the information supplied. Accordingly, there can be no assurance that the information provided to the Law Firm is complete, accurate and not misleading or that there is no other material information relating to the Client of which the Law Firm has not been made aware. The Law Firm is not in a position to assess the commercial, operational or technical implications of such documents or information.
6. Irrespective to other limitations, the Law Firm is not responsible for the following matters:
6.1. Tax, financial and accounting matters;
6.2. operational and technical matters;
6.3. trading and commercial issues.
7. While providing legal services the Law Firm may assume that:
7.1. all copy documents reviewed by the Law Firm are true, complete and up to date copies of the originals of such documents, that all documents reviewed by the Law Firm as originals are authentic and complete and that any extracts from documents reviewed by the Law Firm are not misleading as to the content of the document as a whole;
7.2. all contractual documents reviewed by the Law Firm have been duly authorised, executed and delivered by the parties thereto and constitute legally valid, binding and enforceable obligations of such parties and that such documents remain in full force and effect and have not been terminated;
7.3. save as expressly notified to the Law Firm, no contractual document reviewed by the Law Firm has been amended subsequent to its execution or implementation (whether in writing, orally, by conduct or by a course of dealing);
7.4. save as expressly notified to the Law Firm, no party to any contractual document reviewed by the Law Firm has breached or threatened to breach or is alleged to have breached any of its obligations thereunder;
7.5. the persons to whom the Law Firm will direct the enquiries and requests for information and documentation will be the appropriate persons to contact and will be competent to deal with the enquiries and requests;
7.6. all factual information that will be available to the Law Firm in connection with our legal services will (when supplied) and remains true, accurate and complete and not misleading and all opinions and views that will be expressed to the Law Firm by any member of the Client any of their respective agents, representatives, managers, employees, officers, directors, shareholders or advisers will when made and continue to be held by them in good faith and based on reasonable grounds;
8. The reports and opinions prepared by the Law Firm (Reports) will be provided solely for the use of the Client in connection with the particular legal service provided by the Law Firm and may not be used or relied upon for any other purpose. It should not be construed as an invitation or inducement to engage in investment activity. The Report may not be relied upon or used by any person other than the Client and the Law Firm does not accept any responsibility, duty of care or liability whatsoever to any person other than the Client in respect of this Report. Neither the existence nor the contents of the Report may be disclosed to any other person without a prior written consent of the Law Firm. The Law Firm shall maintain its copyrights and any and all other intellectual property rights to all materials given to the Client.
9. The Law Firm shall not be liable for any delays or negligence due to reasons or circumstances that are out of its control. This provision shall apply in particular to fires and other disasters, force majeure events, interruptions in power supplies or telecommunication services, strikes, wars or other acts of violence as well as the rules of law or decisions issued by competent authorities.
10. The Client undertakes to indemnify and hold the Law Firm harmless against any and all claims filed by any third parties due to the rendition of ordered services, including but not limited to reimbursing to the Law Firm any and all expenditures and costs (including the value of any performed work) resulting from or incurred by the Law Firm due to any and all claims filed by any third parties that have resulted from actions of the Client or activities of the Law Firm taken according to instructions, guidelines or recommendations received from the Client, however under the condition that a claim does not result from wilful misconduct or gross negligence of the Law Firm.
11. The Law Firm shall not be liable for any effects due to the failure to submit any information, documents, or declarations mentioned in the Contract with the Law Firm or if the Client fails to transfer any funds necessary to make any required payments mentioned in the Contract with the Law Firm.
§ 7 [Entry into force, period of operation]
1. The contract with the Law Firm is concluded for a not specified period of time.
§ 8 [Renouncement of contract]
1. Each of the Parties shall be entitled to renounce the contract with the Law Firm with the observance of the 14-day time limit for the notice.
2. If the Client fails to collaborate as necessary for the performance of an order, the Law Firm may terminate this Contract with an immediate effect and without any liability of the Law Firm, including due to any claims for damages resulting from legal effects of such a termination.
3. In the instances mentioned in sections 1-2, the Client shall pay the remuneration for actions taken until the discontinuation of fulfilling an order and shall reimburse any expenditures and fees incurred by the Law Firm. Moreover, the Law Firm may charge the Client for any actions taken within 14 days of the termination of the order in order to prevent the Client from incurring a loss, unless the Client has waived this obligation of the Law Firm.
4. If any actions taken by the Law Firm under an order have been completed and the Client has failed to pay to the Law Firm a due amount by a deadline set forth herein, the Law Firm shall have the right to terminate any and all contracts made with the Client as well as its associated entities or subsidiaries with an immediate effect.
§ 9 [Final clauses]
1. In matters not covered by the content of the contract with the Law Firm or these T&C, appropriate rules of the Polish law shall apply.
2. Possible disputes ensuing at performance of the contract with the Law Firm shall be submitted by the Parties to a materially competent Court in Gdańsk, Poland.
3. Any amendments, supplements or renouncement of the contract with the Law Firm shall require a written form for their validity. The disposal of liabilities to the Law Firm may be effected exclusively by written consent of the Law Firm.
