GENERAL TERMS FOR THE PROVISION OF LEGAL SERVICES
This document stipulates the general terms for the provision of the legal services which are the basis for the provision of legal services by Advokaadibüroo Nordx Legal OÜ (hereinafter the law firm) to its client (hereinafter the client) which is any natural or legal person with whom the law firm has signed a client contract (hereinafter the client contract) or to whom the law firm provides legal services on other legal ground.
1. FIELDS OF ACTIVITIES OF THE LAW FIRM AND REGISTRATION FOR CONSULTATION
1.1. The law firm is obliged to provide legal services (hereinafter the services) to the client or the person appointed by it according to the actual order of the client (hereinafter also the task or the order).
1.2. The services could, inter alia, include legal advisory, drawing up and/or submission of documents, representation of the client at the negotiations with the third persons and/or in making the deals, representation in court or in another body (incl in the pre-court procedure, arbitral court), conduct of legal training or participation in other legal procedure.
1.3. The registration for the consultation in the law firm takes place upon agreement.
1.4. If the client forwards a notice to the law firm by e-mail having no feedback within 1 workday, it is recommended to check by phone (+372 5131700 or any other phone number provided by the law firm) whether the notice has reached the addressee.
2. SUBMISSION OF AN ORDER
2.1. The client can submit an order orally, by e-mail or in any other comprehensible way. The content, form and authorities of the services are specified, if necessary, in more detail on the basis of a power of attorney and/or other agreement of the parties attached to the client contract.
3. RECEIPT OF AN ORDER AND REFUSAL FROM IT
3.1. The law firm has the right to decide, upon the receipt of the actual client’s order, whether it accepts the task or not. The law firm has accepted the order, if the client contract has been concluded on it or it has been accepted orally, by e-mail or by starting the factual fulfilment of the mandate.
3.2. The oral conclusion of the client contract or a new order is proven, inter alia, by the client information for the provision of the services or issue of the invoice, also the payment of the invoice issued to the client or the person appointed by the latter.
3.3. The law firm is not accepting the order, if:
3.3.1. it is obvious that legal assistance is applied for the protection of the interest in contradiction with law or if the client’s claim is not based on law or if there is no procedural possibility to protect the client’s interests;
3.3.2. the fact which damages or could damage the ability of the attorney to act only in the interests of the client (conflict of interest) occurs, unless the law firm has notified the client of this fact and the client still wishes that the attorney would provide services to it. The law firm should not represent or defend two or more clients in the same case or provide them other legal service, if the interests of these persons are in contradiction;
3.3.3. the client is not submitting the information and/or documents to the law firm which could be required from the law firm related to the money laundering and terrorist financing prevention.
4. PROCEDURE FOR THE PROVISION OF SERVICES
4.1. If the client submits a new order, new instructions or task to the law firm and the law firm accepts an assignment to fulfil without concluding the new client contract, it is presumed that the already concluded client contract and general terms expand to the provision of the services.
4.2. The tasks arising from the client contract are fulfilled by the member of the Estonian Bar Association (hereinafter the attorney providing the legal service or attorney) who is obliged to follow the legal acts regulating the activities of the attorney. The services are provided by the attorney-at-law independently and under the supervision of the patron of the assistant to attorney-at-law. If required, the attorney providing the services has the right to use the assistance of the law firm staff (incl lawyers) in preparing the documents and in other simpler procedures, whose activities are the responsibility of the law firm or the attorney providing the services.
4.3. By appointing the attorney providing the services the law firm considers the client’s wish, specialization, experience, work load etc of attorneys.
4.4. The specific method and terms for the provision of the services are decided upon by the law firm and the client may not require the fulfilment of detailed instructions by the law firm. The attorney is independent in providing the services and proceeds from the laws, legal acts and decisions of the bodies of the Bar Association (incl the professional ethics requirements of the attorney), good practice and conscience.
4.5. The law firm provides services at the level of generally accepted professional skills with the presumed diligence of the attorney but does not ensure the achievement of the specific result. The law firm is obliged to do all reasonably possible to achieve a result in providing the services. The law firm cannot in general guarantee the achievement of the result required by the client.
4.6. At the provision of the services the law firm or the attorney providing the services has the right to perform all legal procedures and acts needed for the due fulfilment of the assignments given by the client, including prepare documents, represent the client in courts, pre-court procedure and state and local agencies and carry out other legal procedures in the interests of the client. If required, the client’s power of attorney will be drawn up as the appendix of the client contract.
4.7. The law firm and the attorney providing the services are competent to provide legal advice only on the basis of the Estonian law. The opinions can be also disclosed in the matters related to the law of other countries, but this may not be considered the provision of the legal service and the law firm assumes no responsibility for this opinion. Also, no advice, opinion, statement or recommendation submitted in the course of provision of services does not mean that the law firm or the attorney providing the services would take the viewpoint on the future events and circumstances or would make predictions on the latter events or circumstances.
4.8. The outcome of the provision of services is submitted by the law firm to the client in writing or in any other form agreed between the parties. The services can be provided also by phone and e-mail, if so agreed.
4.9. The law firm is not obliged to complement the information or opinions submitted orally or in writing regarding the events or circumstances taken place after the final forwarding of the information or opinion submitted as a result of the provision of services by the law firm to the client. If required, the client can submit a separate order for the receipt of the relevant information to the law firm.
5. TIME FOR THE PROVISION OF SERVICES
5.1. The law firm provides services to the client on workdays (from Monday to Friday, excl public holidays) from 9.00 a.m. up to 5.00 p.m. (hereinafter the working time). Upon the agreement of the parties the law firm can provide services also at other time.
6. COOPERATION BETWEEN THE PARTIES
6.1. The client is obliged to have cooperation with the law firm in fulfilling the task, including provide the law firm true and complete information and documents on time and give explanations as requested by the law firm. The law firm notifies the client of the material circumstances related to the provision of the services, foremost of the ones which could induce the client to change the instructions, also gives information on the fulfilment of the client contract upon the request of the client.
6.2. If the client is not duly submitting the data or documents needed for the fulfilment of the task required to provide the services, the law firm has the right to suspend the fulfilment of the client contract or cancel the client contract.
7. COMMUNICATION BETWEEN THE PARTIES
7.1. The client agrees to share the information electronically (incl by internet). The client also agrees to send the documents electronically (e.g. by e-mail).
7.2. The client confirms that it is aware of the risks related to the forwarding of the electronic mail by internet, inter alia that the messages could disappear, confidential and private information could be intentionally or non-intentionally changed, stolen or disclosed to the third persons. The law firm is not responsible for the risks related to the electronic forwarding (incl by internet) of information and documents and their potential consequences.
8. PERSONAL DATA PROCESSING
8.1. The law firm processes the client’s personal data (including client’s principals directors or employees) (name, personal identification code, field of activity, other personal data disclosed by the client to the law firm or what has been disclosed on the client to the law firm in the course of provision of the services) within the motivated scope for the provision of the services (for the fulfilment of the task), application of diligence measures to prevent money laundering, client relationship management and marketing. Further details as to law firm’s use and processing of personal data can also be provided in hardcopy form on request.
8.2. The law firm processes the client’s personal data in accordance with the laws regulating the protection of personal data.
8.3. The law firm is not forwarding the client’s personal data without the consent of the client to third persons, excl in the cases provided in chapters 9 and 11 of the general terms, incl to its service providers to whom the forwarding of data is needed to provide services (e.g. accounting services).
8.4. The law firm maintains the client’s personal data during the validity of the client contract and afterwards for as long it is needed pursuant to law (e.g. for accounting) or for the protection of the rights of the law firm (e.g. at the submission of claims). The client has all rights stipulated in the laws regulating the protection of personal data, incl the right to receive information, require the amendment or removal of the data.
8.5. If not prohibited by the client, the law firm has the right to send the following offers related to the provision of the services free of charge to the client: newsletters including legal news, questionnaires required for the assessment of the law firm service quality and client satisfaction, marketing-related materials and invitations to the events organized by the law firm (e.g. client seminars). The client has the right to give up the receipt of offers at any time by following the instructions provided in each offer or by notifying the law firm of it by e-mail at email@example.com.
9. PROFESSIONAL SECRECY
9.1. The law firm is obliged to keep any information obtained related to the provision of services confidential (keeping of professional secrecy, hereinafter also confidentiality). Confidentiality also applies to the fact of turning to the law firm for the receipt of the services, also content of the legal assistance and amount of agreed fees, excluding the exceptional cases stipulated in the general terms.
9.2. The law firm keeps a file on the client related to the provision of services including the documents related to the provision of services. The documents and other information carriers can be kept and maintained also electronically. The law firm is obliged to keep the materials of the client’s case separately from other documents and materials and ensure their preservation and confidentiality. The client confirms that it is aware that without violating the confidentiality obligation the law firm and/or the attorney providing the services can save or process in any other way the personal data, information and documents received or prepared within the frame of provision of the services to the client or while acting in the interests of the client, in its databases or document management systems and also settlement and accounting systems for the purposes of offering the services, completing or accounting organization.
9.3. The violation of the confidentiality is not a situation, where:
9.3.1. the client’s consent for the disclosure of information proceeds from the authorities or the assignment given by the client;
9.3.2. the direct obligation to disclose information proceeds from the law. The client is aware that the law firm and the attorney providing the services fulfil the obligations resulting from the Money Laundering and Terrorist Financing Prevention Act and legal acts established on its basis. The law firm can disclose the documents and/or information carriers related to the client and the data included therein to the person performing the supervision (incl to the management board of the Bar Association or honorary court discussing the disciplinary case of the attorney) at the terms and pursuant to the procedure stipulated by law;
9.3.3. the law firm should submit the data on the client’s VAT registration number and the cost of the services purchased by the client to the tax authority;
9.3.4. the amount of fee should be informed to the court to order the payment of the court expenses.
9.4. The law firm has the right to disclose the confidential information and documents related to the client to the third persons (incl notaries, translators, banks, state agencies and other persons) without the separate agreement of the client, if this is necessary for the fulfilment of the mandate or if the relevant obligation proceeds from the law.
9.5. The law firm has the right to disclose the general nature of the services and the fact of being a client of the law firm in marketing activities to the third persons (not the details of the relevant circumstances, e.g. terms of the client contract).
9.6. After the expiry of the client contract the law firm will have the confidentiality obligation to the extent as is necessary for the protection of the legitimate interests of the client.
10. FEE FOR THE PROVIDED SERVICES
10.1. The fees of the law firm for the provision of services depend on the scope of liability of the law firm partners and attorneys related to the provision of services, their skills and the time spent for the provision of services by them, also on the nature and complicacy of the services. The law firm fee can also depend on other factors, such as urgent assignment, use of knowhow created by the law firm etc.
10.2. The principles for calculation of fee for providing the services by the law firm (hereinafter the fee) is agreed upon with the client in each specific case by considering the following:
10.2.1. the calculation of the amount of fee agreed on the basis of the time (i.e. hourly fee) proceeds from the estimated hourly fee rates confirmed by the law firm and provided in the client contract and this could be different in case of services provided by the law firm partners, attorneys-at-law and attorneys. The size of the hourly fee depends also in each specific case on the nature, complicacy, term, volume etc of the services to be rendered;
10.2.2. as regards the flat fee the law firm provides only the estimated cost, proceeding from the data known to the law firm at that time and these could not be handled as the binding price offers, if not agreed otherwise by the parties.
10.3. The initial price offers submitted upon the client’s request are approximate and proceed from the data known to the law firm at the moment of making the relevant offer. If the circumstances occur during the provision of the services that make the law firm spend more time than initially agreed and planned with the client, the law firm discusses these circumstances with the client before the extra work will be done.
10.4. If the fulfilment of the client’s task presumes the working of the attorney providing the services beyond regular working hours, the law firm has the right to apply 1.5 times the hourly fee rate regarding the assignments performed beyond the regular working hours.
10.5. The client is obliged to compensate the direct expenses incurred in the frames of the provision of services (incl state duties, notary fees and other duties and payments made for the client, e.g. transport, accommodation, use of technical equipment, translation and other expenses related to the procedures beyond the regular frame of legal assistance service).
10.6. The law firm has the right to change the fee unilaterally (incl hourly fee rate stipulated in the client contract) once a year, by notifying the client of it 30 calendar days in advance. Also, the law firm has the right to change the fee, if the circumstances being the basis for the conclusion of the client contract change or the services agreed by the parties in the client contract occur much more complicated and labour-intensive than foreseen by the parties when concluding the client contract. In case of disagreement with the changes of fee the client has the right to cancel the client contract.
10.7. If the law firm has suspended the fulfilment of the client contract or cancelled the client contract, the law firm has the right to receive fee for the already provided legal assistance.
11.1. The law firm has the right to require the prepayment for the fee and the costs subject to compensation from the client before starting to provide the services. If the law firm has not submitted an invoice on the prepayment, the invoice for the services is issued to the client monthly or at the fulfilment of the task given within the frames of the mandate.
11.2. The law firm keeps electronic accounting over the services to be provided to the client including the time duration of the performed works and the explanation on the nature of the works. The client has the right to require the fee and the explanations on the submitted invoice from the law firm. The excerpt of the relevant accounting is added to the invoice to be submitted by the law firm upon the request of the client.
11.3. The client should notify the law firm of its comments on the invoice or the tasks indicated on the invoice within 3 days from the issue of the invoice. In case of failure to inform about the comments, the invoice is considered as accepted by the client.
11.4. The client pays the invoice issued by the law firm within 7 days from the date of issue of the invoice. In case of undue payment of the invoice, the law firm can require the fine for delay of 0.1% of the outstanding sum per each day delayed. The client is obliged to cover all additional costs (incl legal assistance expenses) which incur for the law firm or third persons related to the collection of the undue outstanding amounts to the law firm.
11.5. The law firm has the right to suspend the provision of the services during the period the client is in delay with the payment of the invoice submitted by the law firm up to the receipt of the invoice to the bank account of the law firm.
12. RIGHTS AND OBLIGATIONS OF THE LAW FIRM IN PREVENTION OF MONEY LAUNDERING AND TERRORIST FINANCING
12.1. The client is obliged to submit the information and/or documents to the law firm that could be required from the law firm related to the money laundering and terrorist financing prevention (incl resulting from the money laundering and terrorist financing prevention acts or the legal acts issued on its basis, international legal acts and the instructions established as to the professional associations).
12.2. The client is obliged to notify the law firm of the changing of the information and circumstances submitted in the signed form of the client’s data. The law firm has the right to terminate the client contract without pre-notification in the situation where the client is not duly forwarding the information and/or documents to the law firm that could be required from the law firm related to the money laundering and terrorist financing prevention.
12.3. The law firm and the attorney providing the services fulfil the obligations resulting from the Money Laundering and Terrorist Financing Prevention Act and the legal acts issued on its basis, if the law firm or the attorney providing the services carries out the procedure in the name or on behalf of the client or instructs the planning or implementation of the client’s transaction or performs the acts related to:
13.1. The law firm and the attorney providing the services are not obliged to check the correctness of the information trusted to it by the client. The law firm and the attorney providing the services are not liable for the negative consequences resulting from the absence of necessary guidelines or incorrectness of information received from the client. The client is obliged to notify the law firm immediately of the changes, observations and additional information that could be important in providing the services.
13.2. The services to be provided by the law firm are addressed only to the client and the law firm does not assume responsibility before any third party. If in the course of providing the services the need occurs to use experts, consultants, specialists etc of another sector operating outside the law firm, the law firm and the attorney providing the services are not liable for the analyses, assessments, explanations and other information given by these persons.
13.3. The law firm and the attorneys providing the services are only liable for the direct proprietary damage caused wrongfully to the client, if not stipulated imperatively otherwise in the legal acts. The law firm and the attorneys providing the services are not liable for the loss of profit, indirect loss or non-proprietary damage. The total scope of liability of the law firm and the attorneys providing the services is limited to twice the amount paid for the services within the frames of the relevant order by the client to the law firm. Regardless of the above, the total liability is limited to 63 910 euros in any situation, if not imperatively stipulated otherwise in the legal acts.
14. TERMINATION OF THE CLIENT CONTRACT
14.1. The termless client contract can be terminated by the parties with 30-day written pre-notification.
14.2. The client contract terminates within the frames of the specific order, if the law firm has fulfilled the task stipulated with the client contract.
14.3. The law firm can waive the fulfilment of the task taken with the client contract upon its own initiative and/or cancel the client contract, if:
14.3.1. the conflict of interests occurs during the fulfilment of the client’s task;
14.3.2. the client is not fulfilling the obligation resulting from the client contract or violates the material condition of the client contract (incl in the situation where the client has left the fee at the agreed terms unpaid);
14.3.3. the client acts against the guidelines of the law firm or expresses clearly in some other way that it has lost trust in the law firm or the attorney providing the services;
14.3.4. the client gives obviously useless instructions to fulfil the task or the ones damaging the client’s interests to the attorney and regardless of the explanations of the law firm, is not waiving the requirement to follow these instructions;
14.3.5. the client is not submitting the information and/or documents required for the provision of the services on the basis of the client contract for long term, regardless of the reminder of the law firm, and as a result the provision of the services is hindered or impossible;
14.3.6. the client participating in the transaction to be made in the economic or professional activity is not submitting, regardless of the relevant requirement, the documents and relevant information or if the submitted documents and data do not eliminate the doubt of the law firm that the aim of the transaction or business relationship could be money laundering or terrorist financing;
14.3.7. the law firm establishes the activities or circumstances in the course of the client’s economic or professional activities or procedure, the features of which refer to the money laundering or terrorist financing or in case of which the law firm suspects that this could be money laundering or terrorist financing;
14.3.8. the law firm and the client do not reach an agreement in the amount of fee stipulated in clause 10 or its changing.
14.4. The law firm is obliged to waive the fulfilment of the task provided in the client contract and cancel the client contract, if the client:
14.4.1. submits falsified evidence and the attorney is aware of the falsification of the evidence;
14.4.2. requires, regardless of the explanation of the attorney, that the attorney would use the means or methods in contradiction with the law to protect the interests of the client;
14.4.3. requires that the attorney would act in a way which is not in accordance with the reputation and dignity of the attorney or the requirements of professional ethics.
14.5. The termination of the client contract does not deprive the law firm of the right to fee and compensation of costs for the already fulfilled orders or part of these.
14.6. The law firm is obliged to issue the work performed on the basis of the client contract, also the files, documents and other data forwarded by the client at the expiry of the client contract at the latest. The law firm has the right to withhold the work performed and/or the materials given or prepared or collected in its interests, if the client has not fulfilled its obligations before the law firm, incl paid for the rendered legal assistance.
15. FINAL PROVISIONS
15.1. The law firm has the right to change the general terms unilaterally at any time. The valid redaction of the general terms may be disclosed at the website of the law firm www.nordxlegal.com or forwarded to the client by e-mail. If the client does not agree with the changing of the general terms, it may cancel the client contract.
15.2. In addition to the client contract and general terms the law firm and the client proceed from the legal acts of the Republic of Estonia, incl Law of Obligations Act, contracts between the law firm and the client, sound business practice and principle of good faith and reasonability.
15.3. The disputes arising from the provision of the services and the client contract are pursued to be settled by negotiations between the parties. If the dispute cannot be settled by the negotiations between the parties, it will be solved in Harju County Court.